William Jensen

About William Jensen

William E. Jensen, age 65, is Executive Vice President – Western Civil at Tutor Perini, a role he has held since July 2024 after joining the Company in August 2016; he previously served as Senior Vice President of Operations, Civil Group until November 2023 . He holds a BS in Civil Engineering from the University of Arizona and is a licensed Professional Engineer, with a 40+ year career in heavy civil infrastructure across project management and regional leadership roles . Company performance context during the recent period includes a 3-year stock price CAGR of 25% through December 31, 2024 and share price appreciation of 166% in 2024, which framed the Board’s pay-for-performance posture and CEO transition in early 2025 . Governance policies relevant to executive incentives include a Dodd-Frank–compliant clawback policy, anti-hedging, anti-pledging, and double-trigger equity vesting on change-in-control .

Past Roles

External Roles

Fixed Compensation

• Individual pay elements (base salary, target bonus %, actual bonus) for Jensen are not disclosed in the 2025 proxy and he is not listed among Named Executive Officers (SCT coverage) .
• Company practice sets base salary levels using peer benchmarking, role scope, and performance, with annual reviews by the Compensation Committee .

Performance Compensation

• Annual cash incentive program (2024 NEO framework) emphasized operating cash flow (65%), pre-tax income (20%), and individual performance (15%), reinforcing cash generation, profitability, and executive contribution to strategic goals; these metrics were selected by the Compensation Committee and independent Board members (for CEO/Executive Chair) to promote long-term value creation .
• Company-level long-term incentive practices include performance-based equity with relative TSR metrics for senior executives and double-trigger vesting on change-in-control; no dividends are paid on unvested awards; clawback policy is Dodd-Frank compliant .
• Plan-level guardrails: no awards vest earlier than the first anniversary of grant (subject to limited exceptions), with dividend equivalents payable only upon vesting and awards subject to forfeiture upon termination absent specified triggers .

Company 2024 Annual Incentive Metrics (NEO Program)

Equity Ownership & Alignment

• Beneficial ownership details for Jensen (direct/indirect shares, options/RSUs breakdown) are not disclosed in the 2025 proxy ownership table (table covers directors/NEOs) .
• Alignment policies: no hedging, short sales or derivative transactions; no executive officers or directors pledge Company stock; and no dividends on unvested equity awards .
• Stock ownership guidelines exist for the Board and executive officers; non‑management directors are required to hold 5× the annual cash retainer and are in compliance; executive guideline details are referenced at policy level without individual compliance disclosures for Jensen .

Employment Terms

• Role start dates: EVP – Western Civil since July 2024; joined TPC August 2016; prior internal role as SVP, Operations – Civil Group until November 2023 .
• Jensen-specific employment agreement terms (severance multiples, CIC terms, non-compete/non-solicit, garden leave, consulting) are not disclosed; company-wide policy features include double-trigger equity acceleration and clawback administration by the Compensation Committee .
• In March 2025 the Compensation Committee instituted separation benefits agreements for certain executive officers (explicitly naming Soroka, Assouri, Ariqat), indicating a broader programmatic approach to executive separation economics; Jensen was not specifically named in that disclosure .

Governance & Shareholder Signals

• 2025 Say-on-Pay advisory vote showed low support (For: 12,992,948; Against: 28,316,141; Abstain: 1,114,264), signaling investor pressure on compensation alignment and governance practices .
• The Omnibus Incentive Plan was amended and restated in May 2025 to add 2,000,000 shares and extend its term to April 10, 2030, supporting expanded equity participation and long-term incentive strategy .

Say-on-Pay (2025)

Investment Implications

• Execution credibility: Jensen’s long-tenured heavy civil background (Flatiron senior leadership, Rados regional management) and licensure as a Professional Engineer suggest strong operational stewardship for Western Civil—valuable for margin discipline and claims/litigation resolution common in large infrastructure projects .
• Alignment/retention: Anti-hedging/pledging, clawback, no dividends on unvested awards, and double-trigger CIC vesting reduce misalignment and opportunistic behaviors; however, lack of disclosed individual equity ownership and award details for Jensen limits precision on insider selling pressure and pay-for-performance linkage at the individual level .
• Compensation risk: The negative 2025 Say-on-Pay outcome indicates investor scrutiny of compensation design; while plan amendments broaden equity participation and extend duration, investors may continue to push for tighter performance conditions and transparency across executives beyond NEOs, potentially affecting future award structures within Jensen’s cohort .
• Trading signals: No Jensen-specific Section 16 transaction data surfaced in company disclosures reviewed; absent Form 4 activity, there is limited visibility into near-term insider selling pressure from Jensen, so signals should be derived from project wins, cash flow realization versus budget, and dispute resolutions that influence the operating cash flow metric emphasized by the Compensation Committee .