Jose Rodriguez
Primoris ServicesAbout Jose R. Rodriguez
Jose R. Rodriguez, age 66, has been an independent director of Primoris since 2021 and currently serves on the Audit Committee and the Nominating & Corporate Governance Committee . He is a retired senior audit partner from KPMG with 25+ years of service, including roles on KPMG’s Board (lead director), COO of KPMG International’s global audit practice, leader of the Audit Committee Institute, and other leadership posts; he is a CPA (FL, NC, NY), an NACD Fellow and NACD D-100 honoree, and holds a B.B.A. in accounting from the University of Miami . The Board has determined he is independent under SEC and NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Senior Audit Partner; KPMG Board (Lead Director); COO, KPMG International global audit practice; Leader, Audit Committee Institute; East Region Professional Practice Partner; Ombudsman | 25+ years | Extensive GAAP/SEC reporting, M&A and multinational audit expertise; governance thought leadership via ACI |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Popular, Inc. (Nasdaq: BPOP) | Director | Since Jun 2021 | Audit Committee; Risk Committee |
| CareMax, Inc. (Nasdaq: CMAX) | Chair of the Board; Chair, Audit Committee; Member, Compliance Committee | Jun 2021 – Feb 2025 | Board and audit leadership during public-company tenure |
| Marymount University | Trustee | n/a | Board service |
| Latin Corporate Directors Association | First Vice Chair | n/a | Governance/community leadership |
| SECU Family House (NC) | Chair | n/a | Nonprofit governance |
| North Carolina Association of CPAs | Chair-elect | n/a | Professional leadership |
| Univ. of Miami Herbert School of Business | Dean’s Advisory Council Chair | n/a | Academic advisory board leadership |
| Wake Forest University School of Business | Advisory Board | n/a | Academic advisory board |
Board Governance
- Committee assignments (2024): Audit Committee – Member; Nominating & Corporate Governance Committee – Member. He is not a committee chair .
- Independence: The Board affirmatively determined Mr. Rodriguez is independent; seven of eight current nominees are independent under NYSE rules .
- Attendance and meetings: In 2024 the Board met 4 times; Audit 4; Compensation 4; Nominating & Corporate Governance 4; Strategy & Risk 4. Each director attended at least 75% of their meetings, and independent directors held four executive sessions without management .
- Policy framework: Declassified Board; mandatory retirement age 75; director stock ownership requirement; anti-hedging; published Governance Guidelines and Code of Conduct .
- Nominating & Corporate Governance Committee responsibilities (where he serves): board composition planning, director nominations, CEO/senior management succession oversight, board/committee evaluations, governance principles and Code of Conduct oversight, corporate responsibility oversight; all members independent .
- Cyber and risk oversight touchpoints: Audit Committee has oversight of IT/cybersecurity risks with quarterly CIO briefings, and reports to full Board .
Fixed Compensation
| Component | 2024 Amount for Rodriguez | Notes |
|---|---|---|
| Cash fees | $92,500 | Earned in 2024 per Director Compensation table |
| Stock awards (grant-date fair value) | $151,950 | Quarterly common stock; one-year contractual holding period |
| Total | $244,450 | Sum of cash + stock |
Director fee structure (quarterly) and chair retainers:
| Period | Quarterly Cash Retainer | Quarterly Stock Grant (Approx.) | One-year Holding | Additional Annual Chair/Role Fees |
|---|---|---|---|---|
| Through mid-2024 | $22,500 | $32,500 | Yes | Chair of Board $120,000; Lead Independent $30,000; Audit Chair $20,000; Other committee chair $15,000 |
| Effective Jul 2024 | $25,000 | $37,500 | Yes | Same chair/role fee schedule |
- Company states it has never issued stock options as director compensation; no outstanding director equity awards as of Dec 31, 2024 .
Performance Compensation
| Element | Status | Details |
|---|---|---|
| Options | None | Company has never issued stock options to directors |
| Performance-linked equity (PSUs/RSUs) | Not disclosed for directors | Director equity is quarterly common stock with a one-year holding period; no director performance metrics disclosed |
Other Directorships & Interlocks
- Current public company: Popular, Inc. (Audit; Risk) .
- Prior public company: CareMax, Inc. (Chair of Board; Audit Chair; Compliance member) through Feb 2025 .
- Compensation Committee interlocks: Company discloses no interlocking relationships among Board/exec officers and other companies’ boards/comp committees in 2024 .
Expertise & Qualifications
- Deep GAAP, SEC reporting, audit and M&A expertise from KPMG leadership roles; governance strategy experience cited as reasons for nomination .
- CPA (FL, NC, NY), NACD Fellow, NACD D-100; brings four decades of experience aligning risk with strategy and fostering DEI culture .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | As of |
|---|---|---|---|
| Jose R. Rodriguez | 15,733 | <1% | March 10, 2025 |
- Anti-hedging: Directors and officers are prohibited from hedging, short sales, equity swaps, collars and similar transactions in Primoris stock .
- Director stock ownership requirement: Company maintains a director stock ownership requirement (specific multiple not disclosed in proxy summary) .
- Section 16 filings: The proxy lists delayed Form 4 filings for several directors in 2024; Mr. Rodriguez is not among those listed as delayed .
Governance Assessment
- Strengths (investor confidence positives):
- Independent director with significant audit/financial reporting expertise serving on Audit and Nominating & Corporate Governance, aligning skillset to risk oversight and board refresh/succession processes .
- Clean related-party profile; Company reports no related party transactions requiring disclosure since Jan 1, 2024 .
- Solid director alignment: quarterly equity in common stock with one-year hold; anti-hedging policy; director ownership requirement in place .
- Attendance meets board standard; participates in a board with regular executive sessions of independent directors .
- Potential watch items:
- Multiple external commitments (BPOP + numerous nonprofit roles); while these broaden perspective, continued monitoring of attendance and engagement is prudent in periods of company transition (CEO change in March 2025) .
- No explicit anti-pledging policy disclosed in the proxy; however, anti-hedging and holding requirement mitigate misalignment risk .
Conclusion: Rodriguez brings heavyweight audit and governance credentials, relevant committee assignments, and independent status—factors supportive of board effectiveness and investor confidence. No conflicts or red flags were disclosed; compensation and ownership structures appear aligned with shareholders, and policy frameworks (anti-hedging, ownership requirements) are in place .
