Koti Vadlamudi
Primoris ServicesAbout Koti Vadlamudi
Koti Vadlamudi, age 55, was appointed President and Chief Executive Officer of Primoris Services Corporation and to the Board of Directors, effective November 10, 2025 . He is a seasoned engineering and construction executive with 30+ years of global experience leading operations, business development, and strategic growth across energy, power, oil and gas, mission-critical facilities, consumer products, and life sciences, most recently serving as Executive Vice President at Jacobs Solutions, Inc. . Primoris entered 2025 with strong momentum: five-year cumulative TSR value rose to $359.64 for an initial $100 investment (vs. peer group $286.45), with 2024 net income $188.1 million and record revenue of $6.4 billion, underscoring the pay-for-performance frameworks he will inherit . David L. King will continue as Chairman, preserving separated Chair/CEO roles and governance continuity as Vadlamudi assumes leadership .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jacobs Solutions, Inc. | Executive Vice President | 2025 | Oversaw multi‑billion‑dollar global business segments; led operations across U.S. and internationally in data center, energy, life sciences, semiconductor, environmental, and government sectors . |
| Jacobs Solutions, Inc. | Managing Director & SVP, Advanced Facilities | 2019–2025 | Led corporate strategy and M&A integration across advanced manufacturing and critical infrastructure footprint . |
| Jacobs Solutions, Inc. | Regional VP, Buildings & Infrastructure; Downstream Operations | Prior to 2019 | Senior leadership roles driving growth, delivery, and client results across North America and global markets . |
| Jacobs Solutions, Inc. | President & GM, Canadian Upstream Oil & Gas | Prior to 2019 | Ran upstream O&G business; led complex capital programs and teams . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | None disclosed in company filings/press at time of appointment . |
Fixed Compensation
| Element | Value/Terms | Notes |
|---|---|---|
| Base Salary | $1,000,000 initial annual base salary | Effective Nov 10, 2025 under Employment Agreement . |
| Perquisites | Relocation benefits including $6,000/month housing allowance for up to 6 months; reimbursement for travel-related expenses; up to $75,000 moving expenses; personal use of Company aircraft for up to 20 hours in 2025 and up to 40 hours annually thereafter | Provided under Employment Agreement . |
| Benefits | Participation in Company’s standard employee benefits/perquisites | As provided to other employees . |
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual (2024 company performance) | Achievement/Payout |
|---|---|---|---|---|---|
| Annual Incentive Plan (AIP) | Net Income | 60% | $142.1 million | $177.4 million | 200.0% achievement; example NEO payout scaled by weighting . |
| AIP | New Business Generated | 20% | $6,509.1 million | $7,712.3 million | 192.4% achievement . |
| AIP | Cash Management (days) | 10% | 70.0 days | 52.0 days | 200.0% achievement . |
| AIP | Safety (TRIR) | 10% | 0.54 | 0.48 | 155.6% achievement . |
| LTIP PSUs | Cumulative Net Income | 70% of PSU target shares | $242.7 million | $304.6 million | 200.0% shares earned for component . |
| LTIP PSUs | Operating Margin % | 30% of PSU target shares | 4.80% (2023 design reference) | 4.41% (2023) | Example prior-year payout mechanics; current-year PSU OM% scale applies per LTIP design . |
| LTIP RSUs | Time-based | — | — | — | RSUs vest over three years, subject to service . |
Notes:
- AIP metrics and weights apply to Primoris executives broadly; Vadlamudi’s annual AIP/PSU opportunity applies beginning in 2026 per his agreement .
- 2024 AIP and LTIP achievements demonstrate alignment of incentive formulae with financial and safety outcomes .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Sign‑on RSUs | Grant date value ≈ $900,000, vesting in equal installments on the first, second, and third anniversaries of Nov 10, 2025 . |
| Annual Equity Target | $3,000,000 target annual equity grant under 2023 Equity Incentive Plan, subject to Board/Committee approval (beginning in 2026) . |
| Stock Ownership Guidelines | CEO required to hold 3x base salary in Company stock, measured annually; 5 years allowed to reach compliance . |
| Anti‑Hedging | Hedging, short sales, and speculative derivative transactions in Primoris stock prohibited for directors/executives . |
| Clawback Policy | Dodd‑Frank compensation recovery policy adopted Nov 2, 2023 (effective Oct 2, 2023) for NEOs . |
| Pledging | No pledging policy disclosure found; hedging prohibition is explicit . |
| Director Compensation | Employee directors do not receive additional pay for Board service (Vadlamudi as CEO+director) . |
Employment Terms
| Provision | Without Cause / Good Reason | During Change‑in‑Control Period |
|---|---|---|
| Cash Severance | Lump sum 200% of annual base salary then in effect | Lump sum 250% of the sum of annual base salary then in effect and one year’s target bonus . |
| Bonus Treatment | Pro‑rata portion of one year’s bonus | Pro‑rata portion of greater of (A) one year’s target bonus or (B) bonus based on actual performance through date of CIC or most recent completed quarter, at Compensation Committee discretion . |
| COBRA Premiums | Up to 12 months for employee and eligible dependents | Up to 30 months for employee and eligible dependents . |
| Triggers | Release required; CIC benefits payable upon termination during CIC period (double‑trigger) | As described (termination during CIC period; subject to release) . |
| Effective Date | November 10, 2025 | Employment Agreement effective date . |
| Sign‑on Cash Bonus | One‑time $1,050,000 cash bonus, repayable if terminated for Cause or resigns without Good Reason before first anniversary of Effective Date . |
Board Governance
- Board service: Appointed to Primoris Board concurrent with CEO appointment effective Nov 10, 2025 . Committees for Vadlamudi not disclosed at appointment date; employee directors typically do not chair independent committees .
- Dual-role implications: As CEO and director, Vadlamudi is not independent under NYSE rules; Primoris maintains separated Chair and CEO roles with Chairman David L. King continuing, and all Board committees chaired by independent directors, mitigating independence concerns .
- Governance practices include stock ownership requirements for directors/officers, anti‑hedging, and clawback policy .
Company Performance Context (Pay‑vs‑Performance, 2020–2024)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Value of $100 Investment – PRIM TSR | $125.72 | $110.16 | $101.97 | $155.60 | $359.64 |
| Value of $100 Investment – Peer Group TSR | $122.63 | $168.84 | $155.90 | $184.08 | $286.45 |
| Net Income ($000s) | $104,983 | $115,739 | $133,021 | $126,145 | $180,888 |
| Operating Income ($000s) | $163,949 | $170,151 | $195,338 | $253,073 | $317,452 |
Additional shareholder alignment signal: 92.3% Say‑on‑Pay support at May 2024 annual meeting, reflecting broad investor approval of executive pay design .
Risk Indicators & Red Flags
- Change‑in‑control economics: 2.5x base+target bonus cash multiple with extended COBRA up to 30 months; structured as double‑trigger during CIC period, which is mainstream but sizable; monitoring equity vesting acceleration terms in full agreement advisable (Exhibit 10.1 filed) .
- Perquisites: Personal aircraft use and significant relocation allowances are noteworthy but disclosed and finite; no tax gross‑ups disclosed .
- Hedging/pledging: Hedging prohibited; pledging not explicitly addressed in filings reviewed .
- Related party transactions: None requiring disclosure since Jan 1, 2024 .
Compensation Structure Analysis
- Mix and risk: Structure emphasizes at‑risk pay via AIP tied to Net Income, New Business, Cash Management, Safety, and LTIP PSUs tied to Cumulative Net Income and Operating Margin %; RSUs vest over three years, supporting retention .
- Trends: Primoris shifted in 2023 from RSU‑as‑portion‑of‑AIP to all‑cash AIP plus LTIP equity grants, improving clarity of short‑ vs long‑term incentives .
- Benchmarking: Compensation Committee engaged Meridian Compensation Partners in 2024 as independent advisor; company explicitly avoids strict percentile benchmarking .
Employment & Contracts (Retention Risk)
- Term and renewals: Agreement effective Nov 10, 2025; full term length and auto‑renewal not disclosed in summary; Exhibit 10.1 on file for detailed terms .
- Non‑compete/solicit: Not disclosed in summary 8‑K; consult Exhibit 10.1 if needed .
- Departure protections: Double‑trigger CIC benefits and single‑trigger severance for without cause/good reason; release requirement reduces litigation risk .
Investment Implications
- Alignment: High equity target ($3 million annually) plus CEO ownership guideline at 3x base salary and three‑year vesting promote long‑term alignment; anti‑hedging and clawback enhance governance .
- Retention vs. selling pressure: Sign‑on RSUs vesting on each of the first three anniversaries (Nov 10, 2026/2027/2028) can create predictable vest‑date liquidity windows; monitor Form 4 filings around vesting for potential selling pressure .
- Performance linkage: Incentives tied to Net Income, Operating Margin %, New Business, Cash Management, and safety have historically driven strong payouts when results exceed targets; 2024 achievements suggest continued incentive leverage under Vadlamudi’s tenure if momentum persists .
- Governance quality: Separated Chair/CEO roles, independent committee leadership, and strong shareholder Say‑on‑Pay support (92.3%) reduce governance risk as leadership transitions to Vadlamudi .
