Ronald Tutor
About Ronald Tutor
Ronald N. Tutor is Executive Chairman (non‑independent) of Tutor Perini Corporation, age 84, Director since 1997, with 62 years in the construction industry and a B.S. in Finance from USC . He served as Chairman since 1999 and CEO from March 2000 to December 2024, transitioning to Executive Chairman effective January 1, 2025 under an amended agreement through December 31, 2026 . Business performance tailwinds include 2024 revenue of $4.3B (+12% YoY), record operating cash flow of $503.5M, debt reduced 52% vs 2023, record backlog $18.7B, and relative TSR that ranked 62nd percentile for a 3‑year PSU payout at 146.15% of target; however, 2024 diluted loss was $(3.13) per share . The company disclosed share price appreciated 166% in 2024 and a 3‑year CAGR of 25% through 12/31/2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tutor Perini Corporation | Chairman (since 1999); CEO (Mar 2000–Dec 2024) | 1999–2024 | Led transformation from lower‑margin building projects to broader civil footprint; record $18.7B backlog by 12/31/2024 . |
| Tutor‑Saliba Corporation | Chairman, President & CEO (privately held) | Pre‑merger to 2008 | Platform for 2008 merger creating Tutor Perini; contributed industry leadership and relationships . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| University of Southern California | Life Trustee | N/A | Governance experience and network; education: B.S. Finance, USC . |
Fixed Compensation
| Component | 2024 | 2025 (Executive Chairman) | 2026 (Executive Chairman) |
|---|---|---|---|
| Base Salary | $1,900,000 | $1,850,000 (decreased per amended agreement) | $1,850,000 |
| Target Annual Bonus (% of salary) | 175% | 135% | 100% |
| Target LTI Grant Value | ~$8,000,000 | ~$4,000,000 | ~$4,000,000 |
| Transition Bonus | N/A | $1,500,000 at CEO succession (paid Jan 1, 2025) | $1,500,000 one year later contingent on mentoring success |
| All Other Compensation (2024) | $4,670,489 including $1,185,648 aircraft personal use; donation ($3M) in his name with no personal benefit | — | — |
| Total Compensation (2024 SCT) | $26,042,027 | — | — |
Performance Compensation
Annual Incentive Structure and Results (2024)
| Metric | Weight | Threshold | Target | Max | Actual | Payout to Ronald Tutor |
|---|---|---|---|---|---|---|
| Operating Cash Flow ($000) | 65% | 280,000 | 350,000 | 420,000 | 503,544 (143.9% of target) | $4,322,500 |
| Pre‑Tax Income ($000) | 20% | 96,000 | 120,000 | 144,000 | (173,008) → 0% | $0 |
| Individual Performance | 15% | Subjective | — | — | Max for Tutor | $997,500 |
| Total Annual Bonus (Paid Mar 2025) | — | — | — | — | — | $5,320,000 |
2024 Long‑Term Incentive Grants (grant date 3/13/2024)
| Award Type | Metric | Target Units | Vesting | Grant‑Date Fair Value |
|---|---|---|---|---|
| CRSU (cash‑settled RSU) | Time‑based | 458,795 | 1/3 on 3/13/2025; 1/3 on 3/13/2026; 1/3 on 12/31/2026 | $5,817,521 |
| CPSU (cash‑settled PSU) | 3‑yr Relative TSR | 229,398 target (range: 114,699–573,495) | Performance to 12/31/2026 | $5,425,263 |
| CPSU (cash‑settled PSU) | 3‑yr Avg Pre‑Tax Income Growth | 229,397 target (range: 114,699–458,794) | Performance to 12/31/2026 | $2,908,754 |
2024 PSU Vesting Outcomes (prior cycles)
| Metric | Actual Achievement | % of Target | Shares/Units Earned |
|---|---|---|---|
| 3‑yr Relative TSR (payout at 62nd percentile) | 62nd percentile | 146.15% | 230,748 |
| 3‑yr Avg Pre‑Tax Income Growth | <5% (below threshold) | 0% | 0 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 7,562,549 shares (14.3% of outstanding) |
| Ownership Breakdown | 3,392,595 (Tutor Marital Property Trust); 2,362,267 (Separate Property Trust); 1,533,255 (2018 Dynasty Trust); plus 274,432 vested options within 60 days |
| Options Outstanding (as of 12/31/2024) | 274,432 exercisable; strike $25.70; expire 01/05/2028 |
| Unvested Equity at 12/31/2024 | RSUs: 428,528; CRSUs: 488,983; CPSUs at target: 988,983; values at $24.20/share shown in severance table |
| 2024 Stock/Vesting Activity | Options exercised: 248,199; value realized $317,695; stock awards vested: 604,729 units; value $11,265,640 |
| Ownership Guidelines | CEO 6x salary; other NEOs 3x; directors 5x cash retainer; all in compliance as of 3/19/2025 |
| Anti‑Hedging / Pledging | Hedging prohibited; pledging limited ≤30% of owned shares; no NEOs/directors have pledged shares |
Employment Terms
| Provision | Economics / Terms |
|---|---|
| Employment Term | Amended & restated agreement effective 6/1/2021; Executive Chairman through 12/31/2026 |
| Base/Bonus/LTI (role‑adjusted) | 2025–2026 salary $1.85M; bonus targets 135% (2025) and 100% (2026); LTI target $4M (2025/2026) |
| Transition Bonuses | $1.5M upon successor CEO appointment (paid at 1/1/2025); $1.5M one year later based on mentoring success |
| Non‑Solicit / Confidentiality | Non‑solicit for employment of Company employees during term and 2 years post‑term (unless terminated without cause or for good reason); confidentiality restrictions |
| Clawback | Dodd‑Frank compliant recovery of excess incentive‑based compensation over prior 3 fiscal years upon restatement |
| CIC Treatment | Double‑trigger for equity and severance |
Potential Payments Upon Termination (assuming trigger on 12/31/2024)
| Scenario | Bonus | Benefits | Outstanding Equity | Cash Lump Sum | Total |
|---|---|---|---|---|---|
| Death | $0 | $219,231 | $56,717,662 | $0 | $56,936,893 |
| Disability | $0 | $2,428,284 | $56,717,662 | $0 | $59,145,946 |
| For Cause / Voluntary (no good reason) | $0 | $2,428,284 | $0 | $0 | $2,428,284 |
| Without Cause / Good Reason | $5,320,000 | $2,502,587 | $56,717,662 | $10,450,000 (2× salary+target bonus) | $74,990,249 |
| CIC + Qualifying Termination | $5,320,000 | $2,539,738 | $59,721,257 (includes CRSU grant cash value) | $15,675,000 (3× salary+target bonus) | $83,255,995 |
Board Governance
- Role/Independence: Executive Chairman; not independent; father‑in‑law Sidney J. Feltenstein is also a non‑independent director .
- Board leadership: CEO and Chairman roles separated as of 1/1/2025; Ronald Tutor serves as Executive Chairman through 2026 .
- Board/Committee structure: Independent Audit, Compensation, and Corporate Governance & Nominating Committees; Ronald Tutor does not serve on standing independent committees .
- Lead Independent Director: Robert C. Lieber (duties include executive sessions, agenda setting with Chair, liaison functions) .
- Meetings/Attendance: 2024 full Board met 5 times; independent directors met once additionally; executive sessions held on same day as each of four regular meetings; ≥75% attendance for each director .
- Shareholder rights: Majority voting standard adopted in 2024 for uncontested elections; director resignation policy .
Compensation Structure Analysis
- Pay mix shifts: Executive Chairman package reduced ~37% in 2025 (to ~$8.3M target) and to ~$7.7M in 2026 versus ~$13.2M in 2024 CEO year; aligns with narrowed scope post‑CEO .
- Annual metric emphasis: 2024 bonus tied 65% to operating cash flow, 20% pre‑tax income, 15% individual performance; drove large cash‑flow payout and zero pre‑tax income payout .
- LTIs include relative TSR and multi‑year earnings growth; 2024 vesting paid above target on TSR and zero on income growth, evidencing performance sensitivity .
- Governance practices: No dividends on unvested awards; anti‑hedging; no CIC excise tax gross‑ups; independent consultant (Meridian); clawback policy .
- Say‑on‑Pay feedback: Less than majority support in 2024 for 2023 pay; Board responded with CEO succession and peer‑median alignment; shareholder engagement ongoing .
Related Party Transactions
- Leases: Company leased facilities at market rates from an entity indirectly owned/controlled by Ronald Tutor; paid $4.0M cash and recognized $2.4M expense in 2024; equipment yard lease expired 12/31/2024 following Company purchase of alternative property ($4.1M) from another entity owned by Ronald Tutor; Audit Committee approved .
- Shareholders Agreement: Tutor Group retains board designation rights based on ownership (currently one nominee; designates Mr. Feltenstein) .
- Joint ventures: Overlapping directorship (Oneglia/O&G) reviewed for independence; no JV payments in 2024; Audit Committee oversight .
Equity and Awards Detail (Outstanding at 12/31/2024)
| Instrument | Quantity | Value Basis |
|---|---|---|
| Stock Options (exercisable) | 274,432 @ $25.70, expiring 01/05/2028 | N/A |
| Unvested RSUs | 428,528 (vesting 2025–2026) | See severance valuation at $24.20 |
| Unvested CRSUs | 488,983 (vesting 2025–2026) | See severance valuation at $24.20 |
| Unvested CPSUs (targets) | 988,983 across multiple cycles | Valuation varies with performance; TSR and pre‑tax growth metrics |
Director Compensation (context for governance)
- Non‑management director fees effective May 2024: $100,000 cash retainer; $160,000 equity; committee chair/member retainers; lead director $30,000; per‑meeting fees for excess meeting counts; annual stock grants at grant‑date fair value; all non‑management directors in compliance with 5× retainer ownership guideline .
Performance & Track Record
- Pay‑versus‑performance disclosure: CEO CAP vs SCT; cumulative TSR outperformance vs peer index in recent periods; key measures include operating cash flow and TSR .
- 2024 financial highlights reinforce cash generation and backlog strength amid litigation resolution costs .
Investment Implications
- Alignment: Large beneficial ownership (~14.3%) and strict anti‑hedging/limited pledging with current zero pledging are positive for shareholder alignment; robust ownership guidelines met .
- Incentive Quality: Multi‑year TSR and income growth PSUs, and cash flow‑weighted annual bonus suggest stronger pay‑for‑performance linkage; recent vesting outcomes confirm sensitivity .
- Governance Risks: Related party leases and board family relationship (Feltenstein) warrant continued Audit Committee scrutiny; Chairman non‑independence tempered by lead independent director and committee independence .
- Term/Severance Exposure: Double‑trigger CIC with significant equity acceleration and 3× cash multiple could be material in change‑of‑control scenarios; run‑rate compensation moderates as Executive Chairman (2025–2026) .
- Trading Signals: 2024 option exercises and large vesting values reflect liquidity events; watch future Form 4s for selling pressure given upcoming CRSU/CPSU vest schedules through 2026 .