Patricia Wagner
Primoris ServicesAbout Patricia K. Wagner
Independent director since 2020 (age 62), Wagner brings 30+ years in utilities and industrial markets, including Group President of U.S. Utilities at Sempra Energy until her 2019 retirement, and CEO roles at SoCalGas and Sempra U.S. Gas & Power. She holds a B.S. in Chemical Engineering (Cal Poly) and an MBA (Pepperdine), and is designated independent under SEC/NYSE standards; she chairs Primoris’s Compensation Committee and sits on the Strategy & Risk Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sempra Energy (NYSE:SRE) | Group President, U.S. Utilities; previously CEO, SoCalGas; CEO, Sempra U.S. Gas & Power | Retired 2019; career at Sempra spanned nearly 25 years | Led regulated utility operations and renewable infrastructure portfolio; leadership in accounting, IT, and audit |
| Fluor; Allergan Pharmaceuticals; American McGaw | Various positions | Not disclosed | Early career roles prior to Sempra |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Apogee Enterprises, Inc. (Nasdaq:APOG) | Director | Current | Chair, Compensation; Member, Nominating & Corporate Governance |
| California Water Service Group (NYSE:CWT) | Director | Current | Chair, Finance & Investment; Member, Audit; Member, Compensation |
Board Governance
- Committee assignments: Chair, Compensation; Member, Strategy & Risk; Independent director under SEC/NYSE standards .
- Meeting cadence and attendance: Board, Audit, Compensation, Nominating & Corporate Governance, and Strategy & Risk each met 4 times in 2024; all directors attended ≥75% of meetings; independent directors held four executive sessions in 2024; all directors attended the 2024 annual meeting .
- Independence and interlocks: No interlocking relationships with other companies’ boards or compensation committees in 2024; all members of the Compensation Committee (Wagner, Mashinski, Schauerman) are independent per NYSE standards .
- Governance infrastructure: Stock ownership requirement for directors; anti-hedging policy (prohibits hedging and short sales); committees fully independent; authority to hire independent advisors without management approval .
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| Compensation | Chair | 4 | Independent |
| Strategy & Risk | Member | 4 | Independent |
Fixed Compensation
- Structure: Quarterly cash retainer plus quarterly common stock grants; additional annual cash fees for board/committee leadership; director shares subject to a one-year holding requirement; company has not issued stock options to directors and no outstanding director equity awards at 12/31/2024 .
- 2024 pay levels for Wagner:
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash (USD) | $107,500 |
| Stock Awards (Grant Date Fair Value, USD) | $151,950 |
| Total (USD) | $259,450 |
- Retainer policy evolution:
- Pre-July 2024: $22,500 cash per quarter; ~$32,500 common stock per quarter; plus annual chair fees: $120,000 Chair of Board; $30,000 Lead Independent Director; $20,000 Audit Chair; $15,000 for other committee chairs .
- Effective July 2024: $25,000 cash per quarter; ~$37,500 common stock per quarter; same annual chair fees as above .
| Component | Pre-July 2024 | Post-July 2024 |
|---|---|---|
| Quarterly Cash Retainer (USD) | $22,500 | $25,000 |
| Quarterly Stock Grant (approx. value, USD) | $32,500 (1-year hold) | $37,500 (1-year hold) |
| Annual Audit Chair Fee (USD) | $20,000 | $20,000 |
| Annual Other Committee Chair Fee (USD) | $15,000 | $15,000 |
Performance Compensation
- Directors: No stock options; equity delivered as common stock with holding requirement; no disclosed performance-conditioned equity for directors .
- As Compensation Chair, Wagner oversees NEO incentive metrics:
| LTIP Operating Margin % Metric | Level | Payout Scaling |
|---|---|---|
| Threshold | 3.60% → 75% of target | 0% earned at <3.60%; 25% at threshold |
| Target | 4.80% → 100% of target | 100% earned at target |
| Maximum | 5.76% → 120% of target | 200% earned at/above maximum |
| 2024 Actual | 4.95% | ~103.1% of target; 115.6% achievement; PSUs paid per schedule |
Compensation Committee processes (selected): annual CEO and executive evaluations; reviews incentive and equity plans; concurrent review with Audit Committee on employment/severance agreements; human capital oversight; compensation risk review; recommendations decided in executive session by independent directors .
Other Directorships & Interlocks
| Company | Relationship to PRIM | Interlock/Related-Party |
|---|---|---|
| Apogee Enterprises (APOG) | Unrelated public issuer | No interlock disclosed; no related-party transactions since 1/1/2024 |
| California Water Service Group (CWT) | Unrelated public issuer | No interlock disclosed; no related-party transactions since 1/1/2024 |
Expertise & Qualifications
- Regulated utilities leadership, renewable infrastructure, accounting/finance oversight, IT and audit experience .
- Education: B.S. Chemical Engineering (Cal Poly); MBA (Pepperdine) .
- Board-level skills aligned to PRIM’s strategy and risk oversight needs; Board cites her knowledge of regulated utilities and California regulatory environment as nomination rationale; independent under SEC rules .
Equity Ownership
| Ownership Snapshot | Shares | % Outstanding |
|---|---|---|
| Beneficial Ownership as of March 10, 2025 | 19,139 | <1% |
| Post-Form 4 (Sale 11/7/2025) – Securities Owned | 4,495 | <1% (post-sale balance per Form 4) |
Notes:
- Company reports no arrangement or pledge of common stock that could result in a change of control .
- Anti-hedging policy prohibits hedging/short sales for directors/executives; director stock ownership requirement in governance guidelines (specific director multiples not disclosed) .
Insider Trades (last 12 months)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Holdings | Link |
|---|---|---|---|---|---|---|
| 2025-11-12 | 2025-11-07 | Sale | 13,491 | $125.2283 | 4,495 | |
| 2025-10-31 | 2025-10-29 | Award (Common Stock) | 302 | $37,500 (aggregate value) | 3,158 (pre-sale) |
Governance Assessment
- Positives: Independent chair of Compensation with clear processes and risk oversight; robust governance (independent committees, executive sessions, clawback policy for officers, anti-hedging, stock ownership requirements); strong attendance and ability to retain independent advisors; no related-party transactions or interlocks disclosed for 2024 .
- Alignment: Director pay mixes cash and stock; quarterly equity subject to one-year hold, supporting ownership alignment; say-on-pay passed with 92.3% approval in 2024, signaling investor support for compensation oversight .
- Potential red flags to monitor:
- Share sales: Wagner’s November 2025 open-market sale reduced holdings; while common for diversification, reduced “skin in the game” may be viewed cautiously by some investors; monitor future buying/selling and adherence to ownership guidelines .
- Director ownership guideline specifics and compliance status for directors not disclosed in proxy; consider requesting disclosure clarity (multiples, compliance timeline) .
- No indications of: pledging, hedging (prohibited), tax gross-ups, related party transactions, or low attendance in 2024; Audit Committee screens material related-party transactions .
Overall, Wagner’s experience in regulated utilities and chair role on Compensation support board effectiveness and investor confidence; continued transparency on director ownership guidelines and tracking insider activity will help maintain alignment.
