Kenneth M. Dodgen
Primoris ServicesAbout Kenneth M. Dodgen
Executive Vice President and Chief Financial Officer (CFO) of Primoris since November 2018; age 59 as of March 10, 2025. He previously served as Senior Vice President and Corporate Controller (May 2017–Nov 2018). He has 35+ years of finance and accounting experience across construction, power generation, technology, energy and power marketing; prior roles include CFO positions and 10 years in investment banking focused on M&A. Education: B.B.A. in Accounting (Texas A&M), M.B.A. (University of Chicago Booth); licensed CPA . Under his finance leadership, Primoris reported 2024 record revenue ($6.4B, up 11% YoY), net income ($188.1M), operating cash flow ($508M+), and ending backlog of $11.9B; 2024 TSR (value of $100) of 359.64 and operating income of $317,452K .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Primoris Services Corporation | EVP & CFO | Nov 2018–present | Leads finance for diversified infrastructure contractor; prior Controller role since May 2017 . |
| Baker Hill Solutions | Chief Financial Officer | 2016–2017 | Led finance at tech/solutions firm . |
| PLH Group, Inc. | Chief Financial Officer | 2011–2015 | CFO in energy/infrastructure services; financial leadership . |
| Fulcrum Power Services | Chief Financial Officer | 2006–2011 | CFO in power marketing; financial oversight . |
| JPMorgan; Merrill Lynch | Investment Banker (M&A focus) | 1996–2006 | Ten years of M&A advisory; transaction execution . |
| Affiliated Computer Services; PwC | Finance roles; Auditor (career start) | n/a | Early career in accounting and corporate roles; licensed CPA . |
External Roles
No public company directorships for Mr. Dodgen are disclosed in the proxy biography .
Fixed Compensation
- 2024 base salary set at $577,200 (4.0% increase from $555,000 in 2023) .
- AIP (annual cash bonus) target set as % of base salary: 100% for 2024 .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 518,423 | 550,385 | 573,358 |
| AIP Target (% of Base) | n/a | n/a | 100% |
| AIP Target Amount ($) | n/a | n/a | 573,358 |
| Actual AIP Paid ($) | 594,204 | 688,971 | 1,080,701 |
Performance Compensation
Annual Incentive Plan (AIP) – Structure, Metrics, Results (Cash)
- Weightings and outcomes for 2024: Net Income 60% (achieved 200%), New Business Generated 20% (192.4%), Cash Management 10% (200%), Safety/TRIR 10% (155.6%). Net AIP earned was 188.5% of target; Mr. Dodgen’s payout was $1,080,701 on a $573,358 target .
| Component | Weight | Target | Actual/Definition | Achievement % | Payout ($) |
|---|---|---|---|---|---|
| Net Income | 60% | $142.1M target | $177.4M actual | 200.0% | 688,029 |
| New Business Generated | 20% | $6,509.1M target | $7,712.3M actual | 192.4% | 220,665 |
| Cash Management (Days) | 10% | 70 days target | 52 days actual | 200.0% | 114,672 |
| Safety (TRIR) | 10% | TRIR 0.54 target | TRIR 0.48 actual | 155.6% | 89,189 |
| Total AIP | — | $573,358 target | — | 188.5% | 1,080,701 |
Notes: Calculation tables indicate minor rounding may affect exact amounts .
Long-Term Incentive Plan (LTIP) – Equity Mix, Grants, Vesting
- Design: 2024 awards were 65% PSUs and 35% RSUs; RSUs vest 25%/25%/50% over 3 years; 100% of PSUs cliff vest after year three (performance-based) .
- 2024 grant to Dodgen: 14,435 PSUs at target (max 28,870) and 7,773 RSUs; grant date fair values of $880,325 (PSUs) and $307,111 (RSUs) .
- PSU performance metrics: Cumulative Net Income (70% weight) and Operating Margin % (30% weight). 2024 outcomes: Cumulative Net Income achieved 200.0%; Operating Margin % achieved 115.6%. Earned shares for 2024 metrics disclosed below .
| LTIP Element | Metric | Weight | 2024 Target | 2024 Actual | Achievement | 2024 Earned (shares) |
|---|---|---|---|---|---|---|
| PSUs | Cumulative Net Income | 70% | $242.7M | $304.6M | 200.0% | 15,564 |
| PSUs | Operating Margin % | 30% | 4.80% | 4.95% | 115.6% | 3,879 |
| RSUs | Time-based | — | 7,773 units | — | Time-based | 25%/25%/50% vesting |
| 2024 Equity Grant Summary (Dodgen) | Units/Shares | Grant-Date Fair Value ($) |
|---|---|---|
| PSUs (Target/Max) | 14,435 / 28,870 | 880,325 |
| RSUs | 7,773 | 307,111 |
Equity Ownership & Alignment
- Beneficial ownership: 69,116 shares as of March 10, 2025; less than 1% of outstanding .
- Outstanding/Unvested equity at 12/31/2024: 21,879 RSUs unvested; 95,960 PSUs unearned at max (target 47,980); market values at $76.40/share shown below .
- Scheduled RSU vesting: 8,595 vested 3/1/2025; 9,398 vest 3/1/2026; 3,886 vest 3/1/2027 .
- Stock vested in 2024: 31,013 shares; value realized $1,320,621 .
- Ownership guidelines: as of Oct 2024, executive officers must hold ≥3x base salary; five-year compliance window; unvested RSUs count toward guidelines .
- Hedging/pledging: anti-hedging policy prohibits short sales, collars, swaps, etc. The Company is not aware of any arrangement or pledge that could result in a change of control .
- Clawback: Dodd-Frank compensation recovery policy adopted Nov 2, 2023 (effective Oct 2, 2023) .
| Ownership Detail | Amount |
|---|---|
| Shares Beneficially Owned (3/10/2025) | 69,116 |
| RSUs Unvested (# / $ MV) | 21,879 / $1,671,556 |
| PSUs Unearned at Max (# / $ MV) | 95,960 / $7,331,344 |
| PSU Target Outstanding (#) | 47,980 |
| Shares Vested in 2024 (# / $) | 31,013 / $1,320,621 |
Employment Terms
- Employment agreement effective April 1, 2022. Termination without cause, resignation with good reason, or death/disability: lump sum equal to 100% of base salary, pro-rated bonus, up to one year of employee’s share of COBRA premiums, and accelerated vesting of unvested RSUs/PSUs (PSUs pro-rated to elapsed months at target) .
- Change-in-control termination: lump sum 2.0x (base salary + target bonus), pro-rated bonus, up to 24 months of employee’s share of COBRA premiums, accelerated vesting of unvested RSUs/PSUs .
- Restrictive covenants: confidentiality; non-solicit/hiring restrictions for two years after certain terminations; customer non-diversion using confidential information .
- Illustrative payout values (as of 12/31/2024):
- Termination without cause: Base Salary $577,200; Equity $4,032,468; Bonus $1,080,701; Healthcare $24,069; Accrued Vacation $55,500; Total $5,769,938 .
- Change in control termination: Base Salary $1,154,400; Equity $5,337,228; Bonus $1,146,715; Healthcare $48,138; Accrued Vacation $55,500; Total $7,741,981 .
| Scenario (as of 12/31/2024) | Base | Equity | Bonus | Healthcare | Accrued Vacation | Total |
|---|---|---|---|---|---|---|
| Termination without cause | 577,200 | 4,032,468 | 1,080,701 | 24,069 | 55,500 | 5,769,938 |
| Change in control termination | 1,154,400 | 5,337,228 | 1,146,715 | 48,138 | 55,500 | 7,741,981 |
Compensation Structure Analysis
- Cash vs. equity mix: 2024 compensation included $573,358 salary, $1,080,701 cash AIP, and equity grants (RSUs $307,111; PSUs $570,327 in SCT) aligning a substantial portion to performance and multi-year vesting .
- Shift to AIP+LTIP: Since 2023, the company moved to all-cash AIP and equity LTIP with PSUs/RSUs, replacing the prior ICP structure—enhancing pay-for-performance clarity .
- Performance rigor: 2024 AIP hit maximum on Net Income and Cash Management and strong on New Business and Safety; LTIP met max on Cumulative Net Income and above-target on Operating Margin, supporting above-target payouts .
- Governance safeguards: robust anti-hedging, Dodd-Frank clawback, director independence, and strong say-on-pay support (92.3% in 2024) mitigate pay risk .
Performance & Track Record
- 2024 operating metrics: record revenue ($6.4B; +11% YoY), record backlog ($11.9B; +~9% YoY), net income $188.1M, and >$500M operating cash flow .
- Pay-versus-performance: 2024 TSR index at 359.64 versus peer TSR 286.45; operating income $317,452K; net income $180,888K (as reported under Item 402(v) disclosures) .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: 92.3% support at May 2024 Annual Meeting; annual votes maintained .
Equity Vesting Schedules and Potential Selling Pressure
- Scheduled RSU vesting creates known supply dates: 3/1/2026 (9,398 shares) and 3/1/2027 (3,886 shares); 8,595 shares vested 3/1/2025 .
- PSUs outstanding (target 47,980; max 95,960) cliff vest after year 3 subject to performance, implying potential clustered settlements at end of performance periods .
- Shares vested in 2024 totaled 31,013 (value $1.32M), indicating realized equity monetization potential; actual sales depend on trading decisions and any 10b5-1 plans (not disclosed here) .
Risk Indicators & Red Flags
- No stock options granted in 2024; equity is RSUs/PSUs (reduces option repricing risk) .
- Anti-hedging policy and clawback reduce alignment/financial reporting risk; company notes no arrangements/pledges that could result in a change of control .
- Corporate governance “What We Don’t Do” notes no excise tax gross-up, no poison pill, no guaranteed minimum annual cash incentive .
Investment Implications
- Strong alignment to profitability and capital discipline: AIP and LTIP emphasize Net Income (annual and cumulative), Operating Margin, New Business, and Cash Management. This incentivizes disciplined bid/execute behavior and working capital conversion—key drivers in E&C cyclicals .
- Near-term supply from vesting: Disclosed RSU tranches (and eventual PSU cliffs) create identifiable windows for potential insider selling pressure around March 1 vesting dates and after PSU performance periods close; watch Form 4s near these dates .
- Retention and downside protection: CIC severance at 2.0x salary+target bonus with accelerated vesting is competitive but not excessive, supporting retention through strategic cycles without shareholder-unfriendly features (e.g., excise tax gross-ups) .
- Ownership and guidelines: Beneficial ownership is <1%; new 3x salary ownership guideline for executives (Oct 2024) improves alignment over time; unvested time-based awards count toward compliance, but monitoring actual holdings vs. guideline will be important as equity vesting progresses .
- Execution track record: 2024 highlights (record revenue, backlog, and cash flow) and above-target incentive outcomes suggest the finance organization under Dodgen is enabling profitable growth and cash conversion—supportive for equity holders if sustained .
