Ghassan Ariqat
About Ghassan Ariqat
Ghassan M. Ariqat, age 67, is Executive Vice President of Tutor Perini’s Building and Specialty Contractors Groups, a role he has held since September 2022; he joined predecessor Tutor-Saliba Corporation in 1987 and has managed major projects including California High‑Speed Rail, which he continues to oversee . TPC’s 2024 performance context for NEO incentives featured record operating cash flow of $503.5M (143.9% of target), revenue up 12% YoY, and substantial debt reduction, while pre‑tax income finished below threshold and diluted EPS was a loss of $3.13; long‑term incentives include relative TSR, which paid at 146.15% of target for the CEO’s CPSUs for the 2021–2024 cycle .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tutor Perini Corporation | Executive Vice President, Building & Specialty Contractors Groups | Sep 2022–present | Oversees Building & Specialty segments; continued oversight of California High‑Speed Rail, one of TPC’s largest civil projects . |
| Tutor Perini Corporation | Senior Vice President & Project Executive, California High‑Speed Rail | 2013–2022 | Led execution on a flagship civil project; enterprise-scale delivery and dispute resolution experience . |
| Tutor‑Saliba Corporation (predecessor) | Various executive/project leadership roles | 1987–2013 | Managed major public works, institutional buildings (e.g., Los Angeles Central Library), mixed‑use developments, and wastewater treatment plants . |
External Roles
No external public company directorships or board roles are disclosed in the 2024–2025 proxy biographies for Ariqat .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 575,641 | 700,000 | 775,000 |
| Guaranteed/Other Cash Bonus ($) | 982,852 | 1,416,667 | 300,000 |
| Stock Awards ($) | — | 808,200 | — |
| All Other Compensation ($) | 29,842 | 31,952 | 42,117 |
| Total Compensation ($) | 1,588,335 | 3,306,819 | 2,018,055 |
- Base salary increased from $700,000 to $800,000 effective April 1, 2024 (SCT shows $775,000 due to partial-year at the higher rate) .
- Employment letter (Jan 26, 2023) provided a guaranteed bonus of $700,000 for the first full year, and target annual bonus thereafter equal to 100% of base salary; initial term through Aug 31, 2025 with auto‑renew 1‑year extensions .
Performance Compensation
| Metric (2024 AIP) | Weighting | Target | Actual | Payout to Ariqat | Vesting/Payment Timing |
|---|---|---|---|---|---|
| Operating Cash Flow | 65% | $350,000k | $503,544k | $755,625 | Paid March 2025 |
| Pre‑Tax Income | 20% | $120,000k | $(173,008)k | $0 | — |
| Individual Performance | 15% | Subjective | 83.3% of max for NEOs | $145,313 | Paid March 2025 |
| Total Annual Incentive | — | — | — | $900,938 | Paid March 2025 |
- 2024 payout opportunity ranges for Ariqat: Threshold $527,000; Target $775,000; Maximum $1,162,500 .
- Company highlighted 2024 outcomes: OCF at 143.9% of target; pre‑tax at 0%; individual performance assessed by Compensation Committee/CEO as applicable .
Equity Ownership & Alignment
| Ownership Metric | 2024 (as of Mar 25) | 2025 (as of Mar 19) |
|---|---|---|
| Beneficially Owned Shares | 11,855 | — |
| Percent of Shares Outstanding | * (less than 1%) | * (less than 1%) |
| Options (exercisable within 60 days) | — | — |
| Unvested RSUs (type/units) | 30,000 CRSUs (award date 1/26/2023) | 30,000 CRSUs (as of 12/31/2024) |
| Market Value of Unvested RSUs ($) | 726,000 (at $24.20 on 12/31/2024) | 726,000 (value at 12/31/2024) |
- Time‑based RSUs for executives vest with minimum one‑year periods; plan specifies RSUs typically vest ratably over three years and prohibits dividends on unvested awards; 95% of shares reserved under the plan follow ≥3‑year vest for NEO time‑based awards .
- Long‑term incentive program design: 50% time‑based RSUs and 50% performance‑vesting awards with three‑year performance periods; awards may be equity‑ or cash‑settled (CRSUs/DCAs are cash‑settled) .
- Ownership guidelines: NEOs must hold stock/equity‑based securities valued at 3x base salary; counts vested/unvested SOs/RSUs/CPSUs/CRSUs/DCAs; all NEOs were in compliance as of Mar 19, 2025 .
- Hedging prohibited; pledging capped at 30% of beneficially owned shares; no current pledging by any NEO or director .
Employment Terms
- Letter Agreement (effective Jan 26, 2023): EVP role, base salary $700,000, guaranteed bonus $700,000 (first full year), target annual bonus 100% of salary thereafter, share‑based awards, additional cash bonuses subject to continued employment through April 1, 2023/2024/2025; term through Aug 31, 2025 with auto‑renewals .
- Separation Benefits Agreement (Mar 31, 2025): Severance equals 150% of base salary + target bonus (without cause/good reason) and 200% if within two years after or certain cases six months before a change in control (double trigger); pro‑rata bonus based on actual performance; full vesting of outstanding equity (performance‑based vests at greater of target or actual through date); options remain until max expiration; release required .
- Additional long‑term equity award opportunity: Letter agreement on June 19, 2025 provides for $2.5M of additional long‑term equity incentive awards in 2027, and memorializes salary, target bonus and LTIP opportunities .
- Clawback: Company will recover excess incentive‑based compensation for restated periods under SEC Rule 10D‑1/NYSE 303A.14 .
Potential Payments Upon Termination or Change in Control (as of 12/31/2024)
| Triggering Event | Bonus ($) | Benefits ($) | Outstanding Equity Awards ($) | Cash Lump Sum ($) | Total ($) |
|---|---|---|---|---|---|
| Death | 900,938 | 37,692 | 726,000 | 300,000 | 1,964,630 |
| Disability | 900,938 | 37,692 | 726,000 | 300,000 | 1,964,630 |
| Termination for Cause or by Executive without Good Reason | — | 37,692 | — | — | 37,692 |
| Termination without Cause or by Executive with Good Reason | 900,938 | 37,692 | 726,000 | 2,625,000 (1.5x salary+target bonus) | 4,289,630 |
| Change‑in‑Control Termination | 900,938 | 37,692 | 726,000 | 3,400,000 (2.0x salary+target bonus) | 5,064,630 |
Investment Implications
- Pay‑for‑performance alignment: Ariqat’s 2024 payout was driven almost entirely by operating cash flow (65% weighting), reflecting TPC’s focus on cash generation; pre‑tax income paid 0% (20% weighting), reinforcing discipline around profitability .
- Retention and change‑in‑control economics: Severance at 1.5x/2.0x salary+target bonus plus full vesting and pro‑rata bonuses create meaningful retention and transaction protection; the incremental $2.5M 2027 LTIP allocation strengthens retention into the medium term .
- Ownership alignment and selling pressure: With no options and cash‑settled CRSUs/DCAs, insider selling pressure from equity settlements is limited; ownership guidelines (3x salary) and no pledging/hedging policies reduce governance risks, though reported direct share ownership was minimal in 2025 (“—”) versus 11,855 shares in 2024, suggesting reliance on equity‑based instruments counted toward guidelines .
- Execution risk context: Strong 2024 cash generation and backlog expansion support near‑term stability, but zero pre‑tax incentive payout and reported net loss highlight margin/dispute resolution sensitivities that can affect annual incentive outcomes and longer‑term performance awards .