Dennis Oklak
About Dennis D. Oklak
Independent director since 2017 (age 71), former Chairman and CEO of Duke Realty Corporation and prior Chief Accounting Officer there; nine years at Deloitte before Duke Realty. Holds a B.S. in Accounting and Economics from Ball State University and is a CPA (inactive). Currently Compensation Committee Chair and Audit Committee member at Tutor Perini, with recognized expertise in finance, accounting, audit and construction industry leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duke Realty Corporation | Chief Executive Officer | 2004–2015 | Led strategic and operational transformation as CEO |
| Duke Realty Corporation | Chief Accounting Officer | 1994–2001 | Oversaw accounting and controls |
| Deloitte | Audit/Accounting roles | 9 years | Developed audit and accounting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Xenia Hotels and Resorts | Lead Independent Director | Current | Public company board leadership |
| ITR Concession Company LLC (Indiana Toll Road lessee) | Non-Executive Chair | Since Mar 2016 | Infrastructure oversight |
| Eskenazi Health Foundation | Chair | Current | Non-profit governance |
| Duke Realty Corporation | Former Chairman of the Board | Prior | Public REIT leadership |
Board Governance
- Independence: Board affirmed Oklak is independent under NYSE standards .
- Committee assignments: Compensation Committee Chair; Audit Committee member .
- Committee cadence: Audit Committee met 12 times in 2024; Compensation Committee met 6 times; Corporate Governance & Nominating met 4 times .
- Attendance: Every director attended at least 75% of Board and committee meetings during 2024; non-management directors held executive sessions at each of the four regular Board meetings .
- Lead Independent Director: Robert C. Lieber (also Audit and Compensation Committee member) .
- Policies enhancing governance: Majority voting standard for uncontested elections (with director resignation policy) ; Dodd-Frank compliant clawback policy ; anti-hedging and anti-pledging policies ; stock ownership guidelines for directors .
- Related-party review: Audit Committee reviews/approves related-party transactions of directors/executives per charter .
Fixed Compensation
Director compensation structure (effective May 2024):
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 100,000 | Non-management directors |
| Annual Equity Value Retainer | 160,000 | Granted in shares at grant-date closing price |
| Lead Independent Director Retainer | 30,000 | Applies to Lead Independent Director |
| Audit Committee Chair Retainer | 25,000 | Chair premium |
| Compensation Committee Chair Retainer | 15,000 | Chair premium |
| Governance Committee Chair Retainer | 15,000 | Chair premium |
| Audit Committee Member Retainer | 12,500 | Member fee |
| Compensation Committee Member Retainer | 7,500 | Member fee |
| Governance Committee Member Retainer | 7,500 | Member fee |
| Additional meeting attendance fee (beyond “reasonable” count post-May 2024) | 1,500 | Three such Audit meetings in 2024 |
Dennis D. Oklak – 2024 director compensation:
| Metric | Amount ($) |
|---|---|
| Fees Earned (cash/stock) | 147,503 |
| Stock Awards (grant-date fair value) | 159,997 |
| Total | 307,500 |
Notes:
- Some directors elected to take part of the $100,000 cash retainer in shares; share counts disclosed for certain directors, not for Oklak .
- As of Dec 31, 2024, no non-management directors had outstanding equity awards (implies annual grants fully issued within the year) .
Performance Compensation
Tutor Perini does not disclose performance-based metrics tied to non-management director pay; director equity is an annual value-based grant rather than PSU-style awards.
| Item | Disclosure |
|---|---|
| Performance metrics linked to director compensation | None disclosed |
| Annual equity grant value (standard) | 160,000 |
| Outstanding director equity at year-end | None for non-management directors |
Other Directorships & Interlocks
| Company | Relationship to TPC | Interlock/Conflict Notes |
|---|---|---|
| Xenia Hotels and Resorts | None disclosed | No related-party dealings disclosed with TPC |
| ITR Concession Company LLC | None disclosed | Role unrelated to TPC; no transactions disclosed |
| Eskenazi Health Foundation | None disclosed | Non-profit; no transactions disclosed |
Tutor Perini related-party context (not tied to Oklak):
- Leases with entities owned by Executive Chairman Ronald N. Tutor; purchase of property; all reviewed/approved by Audit Committee .
- Joint ventures with O&G (director Oneglia’s company); structured on customary terms and reviewed by Audit Committee/independent directors; no 2024 payments to O&G from JV or TPC .
Expertise & Qualifications
- Financial/accounting/audit expertise from nine years at Deloitte and CAO experience at Duke Realty .
- Executive leadership and operations experience as CEO and Chairman in a public REIT, plus infrastructure oversight (ITR) .
- Construction/real estate domain knowledge aligned with TPC’s civil/building markets .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Dennis D. Oklak | 98,684 | <1% (*) |
Ownership alignment:
- Director stock ownership guideline: 5x annual cash retainer; all current non-management directors are in compliance .
- Anti-pledging: Company policy limits pledging to ≤30% of beneficial ownership; currently no NEO or director has any pledged shares .
- Anti-hedging: Insiders (incl. directors) prohibited from hedging/derivative transactions in Company stock .
Governance Assessment
Strengths:
- Independent chairing of Compensation Committee by Oklak; committee met 6 times in 2024, engaged independent consultant Meridian; no conflicts of interest reported .
- Strong Audit Committee cadence (12 meetings), all members designated “financial experts,” with responsibility for related-party oversight—supports risk control and financial integrity .
- Majority voting standard and director resignation policy adopted; robust clawback, anti-hedging/pledging policies; director ownership guidelines in force and met—enhances alignment and accountability .
Watch items and potential red flags:
- 2024 say-on-pay support for 2023 program was below majority—a signal on compensation oversight; Board reports subsequent engagement and practice changes, but scrutiny of committee effectiveness (chaired by Oklak) remains warranted .
- Persistent related-party arrangements with entities affiliated with Executive Chairman (e.g., leases/property purchase) are reviewed/approved by Audit Committee; while mitigated by process, they represent ongoing conflict-of-interest exposure at the company level (not tied to Oklak personally) .
- JV relationships with O&G (another director’s company) continue; although structured/customary and overseen by Audit/independent directors, they warrant continued monitoring for fairness and independence .
Engagement and attendance:
- All directors attended ≥75% of Board/committee meetings in 2024; executive sessions of non-management directors held each regular Board meeting—supports oversight quality and independence .
Director compensation alignment:
- Oklak’s 2024 pay mix: ~$148k in cash fees and ~$160k stock award; total ~$308k aligns with disclosed structure and ownership guidelines (5x cash retainer), supporting alignment without performance-contingent elements typical for director roles .