Terry McCallister
Primoris ServicesAbout Terry D. McCallister
Independent director at Primoris Services Corporation since 2020, age 69, with four decades of energy sector leadership across utilities, pipelines, clean energy, and E&P. Former Chairman and CEO of WGL Holdings and Washington Gas (2009–2018), previously President/COO after joining Washington Gas in 2000; earlier leadership roles at Southern Natural Gas and Atlantic Richfield (ARCO). Education: B.S. in Engineering Management (University of Missouri–Rolla) and graduate of UVA Darden Executive Program; member of the Institute of Corporate Directors, with service on the National Petroleum Council, American Gas Association, Gas Technology Institute, and Southern Gas Association . The Board has affirmatively determined he is independent under SEC and NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WGL Holdings, Inc. / Washington Gas | Chairman & CEO | 2009–2018 | Led utility operations; chaired board prior to acquisition |
| WGL / Washington Gas | President & COO | Not disclosed (post-2000) | Senior operating leadership |
| Washington Gas | Vice President, Operations | 2000 onward (start date) | Operational leadership |
| Southern Natural Gas | Leadership positions | Not disclosed | Energy infrastructure leadership |
| Atlantic Richfield Company (ARCO) | Leadership positions | Not disclosed | Upstream/downstream experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AltaGas Ltd. (TSX: ALA) | Director; member, Environment, Health & Safety Committee | 2018–2022 | Prior public company board service (not current) |
| National Petroleum Council | Member | Not disclosed | Industry advisory service |
| American Gas Association | Member | Not disclosed | Industry association |
| Gas Technology Institute | Member | Not disclosed | Technology/innovation oversight |
| Southern Gas Association | Member | Not disclosed | Industry association |
| Institute of Corporate Directors | Member | Not disclosed | Governance professional affiliation |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Strategy & Risk .
- Independence: Independent director under SEC and NYSE standards .
- Attendance: Each director attended at least 75% of Board/committee meetings in 2024; all directors attended the 2024 Annual Meeting .
- 2024 cadence: Board met 4 times; each of Audit, Compensation, Nominating & Corporate Governance, and Strategy & Risk met 4 times; independent directors held 4 executive sessions without management .
- Board leadership/engagement: Separate Chairman and Lead Independent Director roles; all committees chaired by independent directors; mandatory retirement age 75; Code of Conduct and Clawback Policy in place .
- Shareholder access and oversight: Open communications channel via Corporate Secretary; Board/committees may hire independent advisors at company expense; related-party transaction policy requires Audit Committee approval; none reportable since Jan 1, 2024 .
| Committee (current) | Role | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | 4 | Board composition, succession planning, board/committee evaluations, governance principles, Code of Conduct, corporate responsibility |
| Strategy & Risk | Member | 4 | M&A oversight, capital structure, ERM, portfolio oversight, monitor acquisitions/investments |
Fixed Compensation
- Structure change (effective July 2024): Quarterly cash retainer increased to $25,000; quarterly common stock grant increased to ~$37,500, with a one-year trading restriction; additional annual cash for non-employee committee chairs $15,000; shares issued under Primoris 2023 Equity Incentive Plan . Prior to change: cash $22,500 per quarter; common stock ~$32,500 per quarter; same chair stipends .
| Component | Pre–July 2024 | From July 2024 |
|---|---|---|
| Cash per quarter | $22,500 | $25,000 |
| Common stock per quarter (grant-date value) | ~$32,500; 1-year hold; shares determined by 1-month average price; under 2023 Plan | ~$37,500; 1-year hold; shares determined by 1-month average price; under 2023 Plan |
| Additional annual cash – Committee chair (non-employee) | $15,000 | $15,000 |
- Annual director compensation earned (non-employee) for McCallister:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $105,000 | $107,500 |
| Stock Awards ($) | $135,905 | $151,950 |
| Total ($) | $240,905 | $259,450 |
| Notes | Shares issued under 2013 & 2023 plans; 1-year hold; no director stock options; no outstanding equity awards as of 12/31/2023 | Shares issued under 2023 plan; 1-year hold; no director stock options; no outstanding equity awards as of 12/31/2024 |
Performance Compensation
- The proxy describes director pay as cash retainers and common stock grants subject to a one-year holding requirement, with no director stock options and no outstanding director equity awards at year-end; no performance metrics disclosed for director compensation .
| Performance Metric | Target | Actual | Payout Linkage |
|---|---|---|---|
| Director-specific performance metrics | Not disclosed (director pay is cash retainer + time-based stock with 1-year hold) | Not disclosed | Not applicable |
Note: Executive Annual Incentive Plan metrics are described separately in the proxy for senior leadership and executives, not applicable to directors .
Other Directorships & Interlocks
- Current external public company directorships: None listed in McCallister’s biography; prior service at AltaGas Ltd. (2018–2022), EHS Committee member .
- Interlocks: Company states no interlocking relationships exist between Board members and other boards .
| Company | Role | Tenure | Interlock/Notes |
|---|---|---|---|
| AltaGas Ltd. | Director; EHS Committee | 2018–2022 | Prior public board service; no current interlocks disclosed |
Expertise & Qualifications
- Energy industry leadership across utilities and pipelines; CEO/Chair experience at WGL Holdings and Washington Gas .
- Governance: Chairs Nominating & Corporate Governance Committee; oversees succession planning, evaluations, and governance policy .
- Strategy/Risk oversight via Strategy & Risk Committee membership (M&A, capital structure, ERM) .
- Education: Engineering and executive program credentials aligning with operational and strategic oversight .
- Independence and financial governance culture: Board maintains independent leadership and clawback/Code of Conduct policies .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Terry D. McCallister | 29,139 | <1% (asterisk indicates less than 1%) | Includes 10,000 shares owned directly by the Terry D. McCallister Trust; indirectly by McCallister as trustee |
| Shares pledged as collateral | Not aware of any arrangement or pledge that could result in a change of control | — | Company disclosure applies broadly |
| Shares outstanding reference | 53,915,202 (as of Mar 10, 2025, basis for % calc) | — | — |
- Section 16(a) compliance: One delayed Form 4 for McCallister covering a common stock acquisition; company otherwise believes required reports were timely for current Section 16 reporting persons since Jan 1, 2024 .
Governance Assessment
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Strengths:
- Independent director; chairs a key governance committee and is active on Strategy & Risk—roles central to succession planning, board effectiveness, and ERM/M&A oversight .
- Attendance and engagement: At least 75% meeting attendance in 2024; full director attendance at 2024 Annual Meeting; independent-only executive sessions held four times .
- Alignment: Receives quarterly equity with a mandatory one-year hold; ownership of 29,139 shares including trust holdings; stock ownership guidelines exist for directors .
- Clean related-party profile: No related-party transactions requiring disclosure since Jan 1, 2024; Board/committees empowered to hire independent advisors .
- No interlocks disclosed; robust governance infrastructure (separate Chair/Lead Independent roles, Code of Conduct, Clawback Policy, retirement age) .
-
Watch items / RED FLAGS:
- Section 16(a): One delayed Form 4 filing for McCallister in 2024–2025 period (administrative timing issue) .
- Director pay trend: Increased stock grant value and cash retainer in 2024 (from ~$32.5k to ~$37.5k stock per quarter; $22.5k to $25k cash per quarter); while common in market practice, investors should monitor alignment and any future increases versus performance and peer practice .
Overall signal: Governance posture and independence appear solid, with meaningful committee leadership and industry expertise; minimal conflict exposure; equity-based retainer with holding requirements supports alignment, though administrative timeliness on one Form 4 should be noted .
