Raymond Oneglia
About Raymond R. Oneglia
Independent director of Tutor Perini Corporation; age 77; director since 2000. Vice Chairman of O&G Industries, with 50+ years in heavy/civil construction spanning operating and administrative roles; BS, Union College; recipient of ENR New England’s 2023 Legacy Award, underscoring deep sector expertise. Serves on Tutor Perini’s Corporate Governance & Nominating Committee; Board has affirmatively determined he is independent, including after reviewing O&G joint venture ties and his recusals on related matters .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| O&G Industries, Inc. | Vice Chairman | Since 1997 | Heavy/civil construction and building services; prior operating/administrative capacities 1970–1997 |
| Engineering News-Record (recognition) | Legacy Award (New England) | 2023 | Lifetime service recognition in construction industry |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| O&G Industries, Inc. | Vice Chairman | Private | Sector interlock with TPC via joint ventures; independence safeguarded via recusals and committee review |
| Other public company boards | None disclosed | — | No current public company directorships listed for Oneglia |
Board Governance
- Committee assignments: Member, Corporate Governance & Nominating Committee; committee met 4 times in 2024; responsibilities include board evaluations, independence determinations, and recommending committee chairs and the Lead Independent Director .
- Independence: Board determined Oneglia is independent in fact and appearance after reviewing TPC–O&G joint ventures, formal recusals, and absence of unilateral negotiation authority; Audit Committee/independent directors confirmed JV terms no more favorable than other JVs .
- Attendance: In 2024, the full Board met 5 times; each director attended at least 75% of Board and applicable committee meetings; non-management directors held executive sessions on the same day as each of the four regular Board meetings .
- Lead Independent Director context: Robert C. Lieber serves as Vice Chair and Lead Independent Director, presiding over executive sessions and coordinating board governance; supports board effectiveness framework .
Fixed Compensation
| Director | Fees Earned (Cash/Stock) ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Raymond R. Oneglia | 111,403 | 159,997 | 271,400 |
- Fee framework as of May 2024: Annual cash retainer $100,000; annual equity value retainer $160,000; Lead Independent Director retainer $30,000; committee chair/member retainers (Audit Chair $25,000; Compensation Chair $15,000; Governance Chair $15,000; Audit member $12,500; Compensation member $7,500; Governance member $7,500). Meeting attendance fee $1,500 for any number of meetings deemed more than reasonable after May 2024 (three Audit meetings qualified in 2024). Prior to May 2024, lower per-meeting fees applied to board and committees; an ad hoc Refinance Committee paid $300 per meeting (two meetings) .
- Stock ownership guidelines for directors: Must hold stock valued at 5× annual cash retainer; all current non‑management directors compliant as of year-end 2024 .
Performance Compensation
Tutor Perini does not disclose performance-based metrics for non‑management director compensation; director equity is an annual retainer grant rather than performance-conditioned awards, and no outstanding director equity awards were reported as of year-end 2024 .
| Performance Metric | Weighting/Use | Status |
|---|---|---|
| None for non‑management directors | Not used in director pay | No performance-conditioned director awards disclosed; annual equity retainer only |
Other Directorships & Interlocks
| Entity | Relationship | Details | Governance Safeguards |
|---|---|---|---|
| O&G Industries, Inc. | Business partner via project JVs | 2024: Active JVs on projects in CA (two), NJ (one), NY (one) with TPC/O&G interests 75%/25%; active JV in CT with interests 30%/70%; no payments to O&G by JVs or TPC in 2024 | Oneglia recuses from all Board decisions related to JVs; terms vetted by Audit Committee/independent directors; independence affirmed |
Expertise & Qualifications
- 50+ years in heavy/civil construction; senior oversight at O&G across operations and administration; BS Union College; ENR New England 2023 Legacy Award indicative of industry stature .
- Contributes construction industry perspective to TPC’s board deliberations, particularly governance and nominating oversight .
Equity Ownership
| Holder | Beneficial Ownership (shares) | Percent of Class | Notes |
|---|---|---|---|
| Raymond R. Oneglia | 440,970 | <1% | Includes 250,000 shares owned by O&G (disclaims beneficial ownership except pecuniary interest), 190,470 shares in Raymond R. Oneglia 2023 Trust, 500 shares in Raymond R. Oneglia Spray Trust |
| Director pledging | — | — | Company policy limits pledging to ≤30% of beneficially owned shares; no director currently has pledged shares; anti‑hedging policy in place |
| Ownership guidelines | — | — | Non‑management directors must hold stock valued at 5× annual cash retainer; all current non‑management directors compliant |
Governance Assessment
- Positives: Independence affirmed despite O&G ties; formal recusals and committee oversight on JV terms; robust stock ownership guidelines and anti‑hedging/anti‑pledging policies; attendance ≥75% in 2024; committee engagement on governance .
- Potential conflicts/monitorables: O&G joint ventures create related‑party exposure; continued transparency, recusals, and Audit Committee/independent director approvals mitigate perceived conflicts; no JV payments in 2024, but ongoing oversight warranted .
- Alignment signals: Mix of director pay skewed toward equity retainer ($159,997 vs $111,403 cash in 2024), complying with ownership guidelines; supports shareholder alignment .
- Controls and policies: Majority vote standard adopted for uncontested director elections with resignation policy; strong governance infrastructure (Lead Independent Director, committee independence, clawback policy) .
Insider Trades
| Filing | Description | Notes |
|---|---|---|
| Form 4 (late filing) | Administrative delay on one Form 4 for a gift of shares to a family trust; changed beneficial ownership from direct to indirect | Company disclosed late filing under Section 16(a) compliance; indicates controls caught and disclosed the issue |
Committee Assignments, Chair Roles, and Expertise
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Corporate Governance & Nominating | Member | 4 | Oversees board/committee evaluations, independence, governance policy updates; nominates Lead Independent Director |
Independence Status, Attendance, and Engagement
- Independent director; Board concluded independence in fact and appearance after reviewing O&G JV relationships, recusals, and lack of unilateral authority over JV terms .
- Attendance: Each director met ≥75% threshold for Board and applicable committees in 2024; Board met five times; executive sessions held in conjunction with four regular meetings .
Director Compensation Mix and Ownership Alignment
- 2024 compensation: $111,403 fees (cash/stock elections) and $159,997 in stock awards, total $271,400; annual equity retainer structure supports alignment; no outstanding director equity awards at year-end 2024; guidelines require 5× cash retainer ownership and were met by all current non‑management directors .
- Policy environment: Anti‑hedging/anti‑pledging; majority voting standard adopted in 2024; clawback consistent with NYSE and SEC rules .
Related Party Transactions and Conflicts
- TPC–O&G joint ventures on multiple projects with defined ownership splits; no 2024 payments to O&G; Audit Committee/independent directors reviewed and approved participation; Oneglia recused from Board decisions related to JVs; independence reaffirmed .
RED FLAGS
- Related-party exposure via O&G joint ventures, albeit mitigated through recusals and committee oversight; continued monitoring recommended .
- Late Form 4 (administrative error) for gift to family trust; disclosed under Section 16(a) compliance; suggests the need for vigilant administrative controls .