Kristiyan Assouri
About Kristiyan Assouri
Kristiyan D. Assouri (age 54) is Executive Vice President, Chief Legal Officer, and Corporate Compliance Officer at Tutor Perini (TPC) since October 2023; she joined TPC in October 2019 and previously held senior legal and executive roles across public agencies and private sector engineering firms. She holds a BA in Psychology (USC), a JD (Whittier College School of Law), and an LL.M. in international commercial arbitration (University of Stockholm School of Law) . Company performance context: 2024 revenue was $4.3B (+12% YoY), operating cash flow reached a record $503.5M, total debt fell by $477M (−52% vs end‑2023), backlog hit a record $18.7B, and diluted EPS was −$3.13; the stock rose 166% in 2024 and delivered a 3‑year CAGR of 25% through year‑end 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| WSP, Inc. | Vice President | 2017–2019 | Supported innovative project delivery pursuits and legal oversight for large E&C programs . |
| California Transportation Commission | Chief Deputy Director | 2016–2017 | Policy and funding oversight for statewide transportation initiatives . |
| California Department of Transportation (Caltrans) | Deputy Attorney | 2009–2016 | Managed legal matters for major infrastructure projects and procurement . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No current external public-company board roles disclosed in proxy materials . |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary ($) | $531,251 | Base increased to $625,000 effective 10/1/2024 (structural change; impact prorated in 2024) . |
| Target Bonus (% of Base) | 80% | 2025 target increased to 90% of base salary . |
| Actual Annual Incentive ($) | $494,063 (paid Mar 2025) | Driven by OCF outperformance; pre‑tax income metric paid 0% . |
| Perquisites ($) | $31,581 | Vehicle usage; no aircraft perquisite disclosed for Ms. Assouri . |
| Company 401(k) Contribution ($) | $6,900 | Standard match policy (30% match up to 10% of salary, capped at $6,900 in 2024) . |
| All Other Compensation ($) | $38,481 | Sum of perqs and 401(k) match . |
| Total Compensation ($) | $1,063,795 | 2024 SCT total . |
Performance Compensation
| Metric | Weighting | Target | Actual | Individual Payout to Assouri ($) | Vesting/Timing |
|---|---|---|---|---|---|
| Operating Cash Flow | 65% | $350,000k | $503,544k (143.9% of target) | $414,375 | Annual bonus paid March 2025 . |
| Pre‑Tax Income | 20% | $120,000k | −$173,008k (0% payout) | $0 | Annual bonus paid March 2025 . |
| Individual Performance | 15% | Subjective goals | 83.3% of maximum for NEOs (ex‑CEO) | $79,688 | Annual bonus paid March 2025 . |
| Long‑Term Cash Incentive | n/a | $450,000 | $450,000 (time‑based) | n/a | Payable on October 1, 2026; accelerates on specified terminations . |
Notes
- 2024 annual incentive metric mix: Operating cash flow (65%), pre‑tax income (20%), individual performance (15%) . Threshold/target/maximum ranges were set for OCF ($280k/$350k/$420k) and pre‑tax income ($96k/$120k/$144k) .
- Forfeitures: $85,000 of target annual incentive was unearned for 2024; no long‑term equity forfeitures reported for Ms. Assouri in 2022–2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Shares) | 0 shares as of March 19, 2025; less than 1% of outstanding . |
| Equity Awards Outstanding (Plan Benefits) | Time‑based RSUs: 17,495; Performance‑based RSUs: 17,495 (target basis; includes equity‑settled and cash‑settled awards) . |
| Stock Ownership Guidelines | NEOs: 3x base salary; CEO: 6x; Directors: 5x retainer; counted holdings include vested/unvested RSUs, options, CPSUs/CRSUs; five‑year compliance window . |
| Guideline Compliance | As of March 19, 2025, all NEOs and directors were in compliance . |
| Pledging/Hedging | Anti‑hedging and anti‑pledging policies in place; no executive officer or director pledges Company stock; no repricing of underwater options without shareholder approval . |
Employment Terms
| Triggering Event | Bonus ($) | Benefits ($) | Outstanding Equity Awards ($) | Cash Lump Sum ($) | Total ($) | Key Terms |
|---|---|---|---|---|---|---|
| Death | 494,063 | 19,531 | — | 450,000 | 963,594 | LTI cash bonus vests immediately; pays earned annual bonus . |
| Disability | 494,063 | 19,531 | — | 450,000 | 963,594 | Same as death . |
| Termination for Cause or w/o Good Reason | — | 19,531 | — | — | 19,531 | Vacation payout only . |
| Termination w/o Cause or w/ Good Reason | 494,063 | 19,531 | — | 1,884,377 | 2,397,971 | LTI cash bonus vests; severance 1.5x (salary+target bonus) . |
| Change‑in‑Control Termination | 494,063 | 19,531 | — | 2,362,502 | 2,876,096 | Double‑trigger; LTI cash bonus vests; severance 2.0x (salary+target bonus); no 280G excise tax gross‑ups . |
Additional governance terms
- Dodd‑Frank‑compliant clawback policy applies to excess incentive compensation following restatements (3‑year lookback) .
- Anti‑hedging policy; insider trading policy prohibits derivative transactions and short sales by insiders .
Compensation Structure Analysis
- 2024 pay mix: Entire annual incentive is performance‑based; no 2024 equity grants to Ms. Assouri; instead, a time‑based long‑term cash incentive ($450k) payable in 2026, with acceleration on separation .
- Year‑over‑year shifts: Target bonus moved from 80% (2024) to 90% (2025), and target equity‑based incentive set at $900,000 for 2025, aligning with peer‑median practices and broader use of share‑based awards to retain key talent .
- Performance metric alignment: Strong emphasis on operating cash flow (65% weighting), consistent with shareholder feedback and multi‑year cash generation priorities; pre‑tax income metric paid 0% in 2024, reinforcing pay‑for‑performance discipline .
- Forfeitures: $85,000 of annual incentive target forfeited in 2024, consistent with performance outcomes .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support was below majority; Compensation Committee moved to align pay practices more closely with typical public companies, including majority vote for board elections, clawback compliance, and expanded equity participation among key employees .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited; no current pledges by NEOs or directors .
- Change‑in‑control tax gross‑ups: None .
- Executive perquisites: Modest for Ms. Assouri ($31,581), largely vehicle usage; no personal aircraft use .
- Ownership optics: Zero common shares beneficially owned as of March 19, 2025, though policy counts unvested awards toward guidelines and all NEOs are in compliance .
Equity Ownership & Incentive Detail (Multi‑Year)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual Incentive Forfeited ($) | — | — | 85,000 |
| Long‑Term Equity Forfeited ($) | — | — | — |
| RSUs Outstanding (Plan Benefits, #) | — | — | 17,495 |
| PSUs Outstanding (Plan Benefits, #) | — | — | 17,495 |
Investment Implications
- Alignment: 2025 design increases variable pay (90% target cash bonus; $900k target equity), with double‑trigger protections and robust clawback/anti‑hedging policies, signaling stronger alignment with shareholder value creation and retention of legal leadership critical to large dispute resolutions common in E&C .
- Near‑term selling pressure: Limited—no common shares beneficially owned and equity‑settled awards for Ms. Assouri are relatively modest; primary vesting event is a $450k cash LTI on 10/1/2026, which is not share‑settled .
- Retention economics: Severance of 1.5x (base+target bonus) rising to 2.0x under change‑in‑control, plus accelerated vesting of the 2026 LTI cash bonus, suggests high retention value and reduced voluntary departure risk through 2026 .
- Pay‑for‑performance signal: 2024 outcomes show strict adherence—0% payout on profitability metric and partial payout on OCF; expect continued emphasis on cash generation and TSR‑linked LTI for broader NEOs, while Ms. Assouri’s 2025 equity participation increases strategic alignment .