Michael Ching
Primoris ServicesAbout Michael E. Ching
Michael E. Ching, age 62, has served as an independent director of Primoris Services Corporation since 2022, and is designated by the Board as an Audit Committee “financial expert.” His background spans 35+ years across investment banking, equities research, and technology, including senior leadership in research operations and systems engineering. He holds an MBA from Wharton, an M.S. in Electrical Engineering from Stanford, and a B.S. in Electrical Engineering from Rutgers .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Evalueserve | Executive Vice President & Global Head, Investment Research | Jan 2022 – Dec 2023 | Led global talent and AI-driven products/solutions for sell- and buy-side research organizations |
| UBS | Managing Director & Deputy Head of Equities Research | 2002 – 2019 | Co-managed ~150 equity research analysts/associates; deep capital markets/financial modeling exposure |
| Merrill Lynch | Ranked Technology Analyst | Prior to 2002 | Sector expertise in technology coverage |
| Bell Laboratories | District Manager & Systems Engineer | ~10 years | Focused on data and fiber optic networks; systems engineering credentials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No current public company directorships disclosed for Mr. Ching in the 2025 proxy |
Board Governance
- Committee assignments: Audit Committee (Member) and Strategy & Risk Committee (Member) .
- Independence: Board determined Mr. Ching is independent under SEC/NYSE rules .
- Audit Committee “financial expert”: Board designated Mr. Ching as an Audit Committee financial expert per SEC rules .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings during 2024 .
- Meeting cadence 2024: Board (4), Audit (4), Compensation (4), Nominating & Governance (4), Strategy & Risk (4) .
- Executive sessions: Independent directors met in executive session at Board meetings without management four times in 2024 .
- Structure/quality signals: Separate Chairman and Lead Independent Director roles (LID fee identified), all committees chaired by independent directors; declassified Board; director stock ownership requirements; prohibition on hedging/short-selling; clawback policy .
Fixed Compensation
| Element | 2024 Amount/Terms | Notes |
|---|---|---|
| Fees earned (cash) | $92,500 | Mr. Ching’s 2024 cash fees per Director Compensation table |
| Stock awards (grant-date fair value) | $151,950 | Common Stock issued quarterly; one-year contractual holding requirement |
| Total 2024 director compensation | $244,450 | Sum of cash and stock awards for Mr. Ching |
| Program changes (effective July 2024) | Cash: $25,000 per quarter; Stock: ~$37,500 per quarter | Shares under 2023 Equity Incentive Plan; one-year lockup; additional chair fees (Audit $20k, other committee chairs $15k; Chairman $120k; LID $30k) |
| Prior program (pre-July 2024) | Cash: $22,500 per quarter; Stock: ~$32,500 per quarter | Shares under 2023 Equity Incentive Plan; one-year lockup |
| Options/meeting fees | None | Company has never issued stock options to directors; no outstanding director equity awards as of 12/31/2024 |
Performance Compensation
- No performance-based components disclosed for non-employee directors; compensation consists of cash retainers and quarterly stock grants with one-year holding periods; Company has not granted options to directors and reported no outstanding director equity awards as of 12/31/2024 .
- Governance features supporting alignment: director stock ownership requirements; prohibition on hedging/short-selling; clawback policy (executive incentive-based) .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Interlocks | No interlocking relationships exist between any member of PRIM’s Board/executives and boards/compensation committees of other companies |
| Current public company boards for Mr. Ching | None disclosed in proxy |
Expertise & Qualifications
- Capital markets, equities research leadership, financial modeling, data analysis; systems engineering expertise .
- Education: MBA (Wharton), M.S. EE (Stanford), B.S. EE (Rutgers) .
- Board skill designation: Audit Committee financial expert .
- Reasons for nomination: Depth in capital markets and analytical rigor; independence affirmed .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of |
|---|---|---|---|
| Michael E. Ching | 11,381 | <1% | March 10, 2025 |
| Shares outstanding (reference) | 53,915,202 | — | March 10, 2025 |
- Company stated it is not aware of any arrangement or pledge of Common Stock that could result in a change of control .
- No outstanding director equity awards as of 12/31/2024; director stock grants subject to one-year holding requirement .
- Anti-hedging/short-selling policy applies to directors .
Governance Assessment
- Strengths: Independent director; Audit Committee financial expert; service on Audit and Strategy & Risk committees; ≥75% attendance in 2024; no related-party transactions reported since 1/1/2024; no interlocks; strong anti-hedging and ownership policies; all committees chaired by independents .
- Incentive alignment: Quarterly stock grants with one-year holding; director stock ownership requirement supports alignment; absence of options reduces risk of repricing red flags .
- Potential watch items: Specific director ownership guideline thresholds and compliance status not disclosed; no performance-based elements in director pay (typical for directors but limits direct pay-for-performance linkage) .
- Red flags: None disclosed regarding related-party transactions, hedging/pledging, option repricing, or interlocks; attendance meets policy threshold .
