Shahrokh (Rock) Shah
About Shahrokh (“Rock”) Shah
Shahrokh (“Rock”) Shah, 69, has served as an independent director of Tutor Perini Corporation since 2024. He is a member of the Audit Committee and the Compensation Committee, and is designated as an audit committee financial expert; the Board has determined all Audit Committee members are independent, financially literate, and audit committee financial experts under NYSE/SEC rules . He holds a degree in Chemical Engineering from the University of Toronto, an MBA from Queen’s University (Kingston, Ontario), and is a Registered Professional Engineer, with four decades of corporate and investment banking experience focused on engineering and construction .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BMO Bank | Retired Managing Director & Group Head, Engineering & Construction Group | Aug 2010 – Feb 2024 | Led E&C banking coverage; strategy, M&A, financing for E&C sector |
| BMO Capital Markets | Managing Director & Group Head, Engineering & Construction Group | Feb 2000 – Jul 2010 | Senior leadership in investment banking for E&C |
| BMO Bank (other roles) | Various roles | 1986 – 2000 | Progressive experience across banking; industry relationships |
External Roles
| Organization | Role | Public/Private | Committees/Impact |
|---|---|---|---|
| Pernix Group Inc. | Director; Chair of Audit Committee; Member of Executive, Compensation, Government Security Committees | Private | Financial oversight leadership; multi-committee participation |
| Anvil Builders, Inc. | Advisory Board Member | Private | Advisory to construction firm |
| The Beavers (Heavy Engineering Construction Association) | Honorary Member, Board of Directors | Association | Industry recognition and network |
Board Governance
- Independence: Independent director; serves on Audit and Compensation Committees; Audit Committee members (including Shah) are independent, financially literate, and audit committee financial experts .
- Attendance: In 2024, the full Board met five times; each director attended at least 75% of Board and committee meetings during their term. Non-management directors met in executive session on the same day as each of the four regular Board meetings in 2024 .
- Committee oversight: Audit Committee reviews financial reporting integrity, internal controls, compliance, cybersecurity, and approves related-party transactions of directors/executives; Compensation Committee met six times in 2024 and oversees executive pay policies, clawback, ownership guidelines, and use of independent consultants .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit Committee | Member | 12 |
| Compensation Committee | Member | 6 |
Fixed Compensation
- Structure (effective May 2024): Emphasizes equity alignment and streamlined fees; additional attendance fees apply for “more than reasonable” meetings (three such Audit Committee meetings occurred in 2024) .
| Component | Amount ($) |
|---|---|
| Annual Cash Retainer | 100,000 |
| Annual Equity Value Retainer | 160,000 |
| Lead Independent Director Retainer | 30,000 |
| Audit Committee Chair Retainer | 25,000 |
| Compensation Committee Chair Retainer | 15,000 |
| Governance Committee Chair Retainer | 15,000 |
| Audit Committee Member Retainer | 12,500 |
| Compensation Committee Member Retainer | 7,500 |
| Governance Committee Member Retainer | 7,500 |
| Attendance Fee (more than reasonable meetings after May 2024) | 1,500 per meeting; three Audit meetings in 2024 |
- 2024 Actual (non-management director compensation table):
| Name | Fees Earned (Cash or Stock) ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Shahrokh (“Rock”) Shah | 123,903 | 159,997 | 283,900 |
Notes:
- As of December 31, 2024, none of the non-management directors had outstanding equity awards .
- Some directors elected to receive a portion of the $100,000 cash retainer in shares; Shah is not listed among those who elected to take shares for the cash retainer .
Performance Compensation
- Non-management directors receive annual equity value retainers; there are no performance-based metrics (e.g., PSUs) or options outstanding for directors as of December 31, 2024 .
- Clawback policy: The Company maintains a Dodd-Frank compliant clawback policy; Compensation Committee oversees administration .
| Component | Metric/Terms |
|---|---|
| Annual Director Equity | Time-based, valued at closing price on grant date; grant date fair value recorded under ASC 718 |
| Performance-based Awards | None applicable to non-management directors |
| Clawback | Dodd-Frank compliant policy; Compensation Committee oversight |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Shah .
- Private company boards: Pernix Group (multiple committee roles), Anvil Builders advisory board; honorary board member at The Beavers (industry association). Potential interlocks appear limited to private companies in construction; no specific related-party transactions disclosed, with Audit Committee responsible for reviewing/approving any potential director-related transactions .
Expertise & Qualifications
- Education and credentials: Chemical Engineering (University of Toronto), MBA (Queen’s University), Registered Professional Engineer .
- Sector expertise: Four decades providing corporate/investment banking, M&A, finance and strategy to engineering and construction companies; deep industry relationships .
- Governance competence: Audit committee financial expert (per committee designation for all members); seasoned audit and compensation committee contributor .
Equity Ownership
- Ownership guidelines: Non-management directors must hold stock equal to five times the annual cash retainer ($100,000 as of Dec. 31, 2024); directors have five years from Board entry to comply. The Company states all current non-management directors are in compliance .
| Item | Value |
|---|---|
| Beneficially Owned Shares | 7,659; less than 1% of outstanding shares |
| Unrestricted Stock (as of Mar. 19, 2025 director nominees table) | 7,659 |
| Options | None outstanding for non-management directors as of Dec. 31, 2024 |
| Anti-hedging/Anti-pledging | Company policies prohibit hedging and pledging |
Governance Assessment
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Strengths:
- Independent status; committee service on Audit and Compensation; designated audit committee financial expert—supports Board oversight of financial reporting and executive pay .
- Strong attendance culture: Board met five times in 2024; each director attended at least 75% of Board and committee meetings; non-management directors held executive sessions at each regular meeting .
- Alignment features: Director compensation skewed to equity ($160k equity vs $100k cash retainer); stock ownership guidelines (5x cash retainer) and anti-hedging/anti-pledging policies reinforce alignment .
- Compensation governance: Independent consultant (Meridian) engaged by Compensation Committee with no conflicts; clawback policy overseen by the Committee .
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Watch items:
- Absolute share ownership is de minimis as a percentage (<1%); continued monitoring of ownership guideline compliance over the five-year window is prudent, though the company indicates all non-management directors are currently in compliance .
- External roles at private construction-related entities (Pernix Group, Anvil Builders) warrant routine Audit Committee oversight of any potential related-party interactions; Audit Committee is expressly responsible for approving director-related transactions .
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RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, option repricing, or low attendance. Policies and committee oversight frameworks (Audit and Compensation) mitigate common governance risks .