Ryan Soroka
About Ryan Soroka
Ryan J. Soroka (age 43) is Executive Vice President and Chief Financial Officer of Tutor Perini Corporation, appointed in November 2023 after serving as VP & Chief Accounting Officer (2017–2023), VP Finance Operations (2015–2017), CFO of Frontier-Kemper (2013–2016), and Director of Technical Accounting (2011–2013); earlier, he was a Manager in Deloitte’s Assurance & Advisory Services. He holds a B.S. in Business Administration from USC and is a Certified Public Accountant (inactive) . Company performance during his tenure includes record operating cash flow of $503.5M (+63% YoY), revenue $4.3B (+12%), total debt reduced by $477M (−52%), and record backlog of $18.7B at 12/31/2024; the year included a diluted loss of $3.13 per share due to legacy dispute resolutions, while stock price appreciated 166% in 2024 and 3-year TSR CAGR was ~25% through 12/31/2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tutor Perini Corporation | Chief Financial Officer (EVP) | Nov 2023–present | Leads finance through backlog expansion, debt reduction, and cash generation; conducts investor outreach with CEO and IR . |
| Tutor Perini Corporation | VP & Chief Accounting Officer | Apr 2017–Nov 2023 | Oversaw accounting/reporting; supported internal controls and financial reporting . |
| Tutor Perini Corporation | VP Finance Operations | Jan 2015–Apr 2017 | Drove finance operations across business units . |
| Frontier-Kemper (TPC subsidiary) | VP & CFO | Oct 2013–Nov 2016 | Subsidiary finance leadership for large civil projects . |
| Tutor Perini Corporation | Director of Technical Accounting | Jun 2011–Oct 2013 | Led technical accounting policy and implementation . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deloitte | Manager, Assurance & Advisory Services | Prior to 2011 (not disclosed) | Big 4 audit and advisory experience; financial reporting rigor . |
Fixed Compensation
| Item | 2023 | 2024 | 2025 (set/target) |
|---|---|---|---|
| Base Salary ($) | $479,173 | $587,500; increased to $625,000 effective Oct 1, 2024 | $650,000 (Comp Committee set March 2025) . |
| Target Annual Bonus | ≥70% of base per letter agreement | 80% of base; target $470,000 | 90% of base (Comp Committee set) . |
| Actual Annual Incentive Paid ($) | $477,966 | $546,375 (paid March 2025) | — |
| Target LTI Award ($) | ≥$250,000 per letter agreement | CRSUs + CPSUs granted (see below) | $900,000 equity-based incentive award (half performance RSUs, half cash-settled time RSUs) . |
Performance Compensation
Annual Incentive Plan Structure and Outcomes (2024)
| Metric | Weight | Threshold | Target | Maximum | Actual Achievement | Soroka Payout ($) |
|---|---|---|---|---|---|---|
| Operating Cash Flow | 65% | $280,000K | $350,000K | $420,000K | $503,544K (143.9% of target) | $458,250 |
| Pre-Tax Income | 20% | $96,000K | $120,000K | $144,000K | $(173,008)K (0% payout) | $0 |
| Individual Performance | 15% | N/A | N/A | N/A | 83.3% of max for NEOs | $88,125 |
| Total Payout ($) | — | — | Target $470,000 | — | — | $546,375 |
Notes
- 2024 metrics emphasize cash generation and profitability; individual performance considers contributions to overall company performance and culture .
Equity Awards and Vesting
| Award Type | Grant Date | Metric / Vesting | Units (Threshold/Target/Max) | Vesting Schedule | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| CRSU (cash-settled) | 3/13/2024 | Time-based; cash-settled indexed to stock price | 14,337 (time-based) | Ratable over 3 years on each anniversary | 181,793 |
| CPSU (cash-settled) | 3/13/2024 | 3-year annualized stock price growth (Y/Y) | 7,169 / 14,337 / 35,843 | Performance period ending 12/31/2026 | 310,539 |
- Cash-settled awards (CRSUs/CPSUs) reduce the need for open-market sales upon vesting, limiting insider selling pressure .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 38,302 shares; <1% of outstanding . |
| Outstanding/Unvested Awards (12/31/2024) | RSUs: 30,000; CRSU: 14,337; CPSU: up to 35,843 (max possible performance shown) . |
| Scheduled Vesting | RSUs: 20,000 (2025), 10,000 (2026); CRSU: 4,779 (2025), 4,779 (2026), 4,779 (2027); CPSU: 35,843 (2026, subject to performance) . |
| Stock Options | None reported for Soroka . |
| Ownership Guidelines | NEOs must hold stock/equity-based securities valued at 3× base salary; compliance required within 5 years; as of 3/19/2025 all NEOs were in compliance . |
| Anti-Hedging/Pledging | Prohibits hedging/short sales/derivatives; no executive or director pledges Company stock . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Letter Agreement | Effective Nov 15, 2023; sets ≥$575,000 salary, ≥70% target bonus, ≥$250,000 target LTI, severance benefits, and perquisites . |
| 2025 Compensation Update | Base $650,000; target cash incentive 90% of base; target equity $900,000 (half performance RSUs; half cash-settled time RSUs) . |
| Separation Benefits Agreement | If terminated without cause or for good reason: 1.5× (salary + target bonus), pro-rata bonus (actual performance), full vesting of outstanding equity (performance awards at greater of target or actual to date), options remain to max expiry; change-in-control: 2.0× (salary + target bonus) with double-trigger . |
| Clawback | Dodd-Frank compliant; recovers excess incentive-based compensation over prior 3 fiscal years upon restatement . |
Potential Payments Upon Termination (as of 12/31/2024)
| Triggering Event | Bonus ($) | Benefits ($) | Outstanding Equity ($) | Cash Lump Sum ($) | Total ($) |
|---|---|---|---|---|---|
| A. Death | 546,375 | 26,743 | 1,940,356 | — | 2,513,474 |
| B. Disability | 546,375 | 26,743 | 1,940,356 | — | 2,513,474 |
| C. For Cause / Without Good Reason | — | 26,743 | — | — | 26,743 |
| D. Without Cause / Good Reason | 546,375 | 26,743 | 1,940,356 | 1,586,250 | 4,099,724 |
| E. Change in Control Termination | 546,375 | 26,743 | 1,940,356 | 2,115,000 | 4,628,474 |
- Under A/B/D/E, CPSUs pay at higher of target or actual performance-to-date; valuation uses $24.20 closing price at 12/31/2024 .
Multi-Year Compensation (Summary Compensation Table)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 479,173 | 259,800 | 477,966 | 31,485 | 1,248,424 |
| 2024 | 587,500 | 492,332 | 546,375 | 25,366 | 1,651,573 |
Forfeitures of Unearned Performance-Based Awards (Pay-for-Performance Discipline)
| Year | Annual Incentive Forfeited ($) | Long-Term Equity Forfeited ($) | Total ($) |
|---|---|---|---|
| 2024 | 94,000 | — | 94,000 |
Performance & Track Record
- 2024 Company highlights: record operating cash flow $503.5M (+63% YoY), revenue $4.3B (+12%), debt reduced by $477M (−52%), record backlog $18.7B; diluted loss of $3.13 per share due to legacy dispute resolutions .
- Shareholder engagement is led by CEO, CFO, and IR, addressing governance, compensation, succession, and program enhancements; feedback acknowledged improved stock performance, debt reduction, record cash flow/backlog, and compensation alignment .
- Relative TSR metric embedded for CEO long-term awards; Soroka’s performance equity ties to annualized stock price growth over 3 years, directly aligning with shareholder outcomes .
Compensation Structure Analysis
- Mix shifts toward performance-based pay: meaningful at-risk cash incentives and performance-linked equity; Soroka’s 2024 CPSUs hinge on 3-year annualized stock price growth (threshold 10%, target 15%, max 25%) .
- Cash-settled awards (CRSU/CPSU) mitigate insider selling pressure at vesting; RSUs remain time-based but are a minority of Soroka’s outstanding awards by value .
- Governance upgrades: majority voting standard; double-trigger equity acceleration; explicit anti-hedging/pledging; clawback policy; independent consultant Meridian supporting peer benchmarking .
- Say-on-Pay: less than majority support at 2024 meeting for 2023 compensation; committee responded with pay alignment, CEO transition, broadened share-based awards, and enhanced disclosures .
Equity Ownership & Alignment
| Aspect | Assessment |
|---|---|
| Skin-in-the-Game | Direct beneficial ownership of 38,302 shares; <1% outstanding . |
| Ownership Policy Compliance | NEOs required to hold 3× salary; all in compliance as of 3/19/2025 . |
| Pledging/Hedging | Prohibited; no pledges by executives/directors . |
| Vesting Pressure | Cash-settled CRSUs/CPSUs reduce forced selling at vest; RSUs scheduled across 2025–2026 . |
Employment Terms
- Severance economics: 1.5× salary+target bonus for without cause/good reason; 2.0× for double-trigger CoC; pro-rata bonus; equity vests at greater of target or actual to-date; options remain to maximum expiry .
- 2025 comp alignment: base $650k, cash bonus target 90% of base, $900k equity awards (50% performance RSU; 50% time-based cash RSU) .
- Clawback: restatement-triggered recovery across prior 3 years .
Investment Implications
- Alignment: Soroka’s incentives leverage cash performance and 3-year stock price growth, directly linking pay to shareholder value; cash-settled structures reduce selling overhang at vesting .
- Retention and CoC: Robust severance (up to 2× salary+target bonus and full equity vesting on double-trigger) lowers departure risk but introduces payout exposure in a transaction; pro-rata bonus and equity vesting terms maintain continuity through change events .
- Ownership: Modest personal shareholdings (<1%) are offset by policy-mandated ownership multiples and full compliance; anti-pledging and clawbacks strengthen alignment and risk control .
- Pay discipline: Annual incentive paid despite zero pre-tax income reflects heavy weighting to cash generation; prior forfeitures ($94k in 2024) and performance-contingent LTI suggest true pay-for-performance, with heightened upside tied to stock appreciation through 2026 .
- Governance trend: Shareholder pushback on Say-on-Pay drove material changes (majority voting, broader equity awards, CEO comp reset), supporting future vote outcomes and potential multiple expansion if execution sustains backlog-to-earnings conversion .