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Pay vs Performance Disclosure

6 Months Ended

12 Months Ended

Jan. 31, 2023

Jan. 31, 2023

USD ($)

item

Jan. 31, 2022

USD ($)

item

Jan. 31, 2021

USD ($)

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Pay vs Performance Disclosure [Table]

Pay vs Performance [Table Text Block]


																				Value of Initial Fixed $100
														Average			Average			Investment Based On:
		SCT Total			SCT Total			CAP			CAP			SCT Total			CAP						Peer						EBITDA
Fiscal		for CEO			for CEO			to CEO			to CEO			for Other			to Other			Argan, Inc.			Group			Net Income			as a % of
Year		Bosselmann ⁽¹⁾			Watson ⁽²⁾			Bosselmann ⁽¹⁾			Watson ⁽²⁾			NEOs ⁽³⁾			NEOs ⁽³⁾			TSR ⁽⁴⁾			TSR ^{(4) (5)}			(in thousands) ⁽⁶⁾			Revenues ⁽⁷⁾
2023		$	1,911,619		$	1,398,444		$	2,158,773		$	1,596,121		$	1,888,785		$	2,162,355		$	104		$	206		$	34,704		10.6	%
2022			1,877,163			n/a			1,980,856			n/a			1,631,539			1,559,220			97			160			35,706		10.6	%
2021			1,027,895			n/a			1,110,509			n/a			997,554			1,063,796			110			128			23,811		7.5	%

(1)

Mr. Bosselmann served as Chairman of the Board and CEO in each of Fiscal 2023, 2022 and 2021, and is therefore included as the CEO in the table for each year.

(2)

Mr. Watson served as CEO from August 16, 2022, and is therefore included as CEO for Fiscal 2023 only.

(3)

Other NEOs pertain to the following executives and their roles for each year:

Fiscal 2021 – Mr. Watson (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary), Mr. Collins IV (Co-President, Gemma) and T. Colin Trebilcock (Co-President, Gemma)

Fiscal 2022 – Mr. Watson (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary), Mr. Collins IV (Chief Executive Officer, Gemma) and Mr. Trebilcock (President, Gemma)

Fiscal 2023 – Mr. Deily (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary) and Mr. Collins IV (Chief Executive Officer, Gemma)

(4)

Cumulative total shareholder return is calculated based on the value of an initial fixed investment of $100 on January 31, 2020, assuming reinvestment of dividends.

(5)

The peer group used for the calculation of peer group total shareholder returns is the Dow Jones US Heavy Construction TSM index.

(6)

The amounts in this column represent net income reflected in our audited consolidated financial statements for the applicable fiscal year.

(7)

EBITDA as a percentage of revenues is discussed above in the “Executive Compensation Discussion and Analysis.”

Company Selected Measure Name

EBITDA as a percentage of revenues

Named Executive Officers, Footnote [Text Block]

(1)

Mr. Bosselmann served as Chairman of the Board and CEO in each of Fiscal 2023, 2022 and 2021, and is therefore included as the CEO in the table for each year.

(2)

Mr. Watson served as CEO from August 16, 2022, and is therefore included as CEO for Fiscal 2023 only.

(3)

Other NEOs pertain to the following executives and their roles for each year:

Fiscal 2021 – Mr. Watson (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary), Mr. Collins IV (Co-President, Gemma) and T. Colin Trebilcock (Co-President, Gemma)

Fiscal 2022 – Mr. Watson (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary), Mr. Collins IV (Chief Executive Officer, Gemma) and Mr. Trebilcock (President, Gemma)

Fiscal 2023 – Mr. Deily (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary) and Mr. Collins IV (Chief Executive Officer, Gemma)

Peer Group Issuers, Footnote [Text Block]

(5)

The peer group used for the calculation of peer group total shareholder returns is the Dow Jones US Heavy Construction TSM index.

Adjustment To PEO Compensation, Footnote [Text Block]

The table below provides a reconciliation of the adjustments to the totals as presented in the SCT to compensation actually paid. Compensation actually paid is determined pursuant to SEC rules. As such, “Compensation Actually Paid” in the table below is not representative of the cumulative cash compensation provided and fair value of vested stock-based awards issued to our NEOs during the respective fiscal year. Rather, “Compensation Actually Paid” in the table below is determined by adjusting totals presented in the SCT by year-over-year changes in the fair value of unvested equity awards that are outstanding at the end of the respective year or vest during the respective year.


		Chief Executive Officer												Other Named Executive Officers Average
		Fiscal Year Ended January 31,												Fiscal Year Ended January 31,
		2021			2022			2023			2023
		(Bosselmann) ⁽¹⁾			(Bosselmann) ⁽¹⁾			(Bosselmann) ⁽¹⁾			(Watson) ⁽²⁾			2021 ⁽³⁾			2022 ⁽³⁾			2023 ⁽³⁾
Summary Compensation Table Total		$	1,027,895		$	1,877,163		$	1,911,619		$	1,398,444		$	997,554		$	1,631,539		$	1,888,785
Fair value of stock-based awards granted during the year, as disclosed in the SCT			(601,061)			(1,425,250)			(949,952)			(759,962)			(198,149)			(685,267)			(614,704)
Year-end fair value of stock-based awards granted during the year			854,824			657,043			946,327			757,062			290,753			382,871			800,822
Change in fair value of prior year stock-based awards vested during the year or unvested as of yearend			(171,149)			871,900			250,779			200,577			(26,362)			230,076			87,452
Compensation Actually Paid		$	1,110,509		$	1,980,856		$	2,158,773		$	1,596,121		$	1,063,796		$	1,559,220		$	2,162,355

(1)

Mr. Bosselmann served as Chairman of the Board and CEO in each of Fiscal 2023, 2022 and 2021, and is therefore included as the CEO in the table for each year.

(2)

Mr. Watson served as CEO from August 16, 2022, and is therefore included as CEO for Fiscal 2023 only.

(3)

Other NEOs pertain to the following executives and their roles for each year:

Fiscal 2021 – Mr. Watson (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary), Mr. Collins IV (Co-President, Gemma) and T. Colin Trebilcock (Co-President, Gemma)

Fiscal 2022 – Mr. Watson (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary), Mr. Collins IV (Chief Executive Officer, Gemma) and Mr. Trebilcock (President, Gemma)

Fiscal 2023 – Mr. Deily (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary) and Mr. Collins IV (Chief Executive Officer, Gemma)

Non-PEO NEO Average Total Compensation Amount

$ 1,888,785

$ 1,631,539

$ 997,554

Non-PEO NEO Average Compensation Actually Paid Amount

$ 2,162,355

1,559,220

1,063,796

Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

The table below provides a reconciliation of the adjustments to the totals as presented in the SCT to compensation actually paid. Compensation actually paid is determined pursuant to SEC rules. As such, “Compensation Actually Paid” in the table below is not representative of the cumulative cash compensation provided and fair value of vested stock-based awards issued to our NEOs during the respective fiscal year. Rather, “Compensation Actually Paid” in the table below is determined by adjusting totals presented in the SCT by year-over-year changes in the fair value of unvested equity awards that are outstanding at the end of the respective year or vest during the respective year.


		Chief Executive Officer												Other Named Executive Officers Average
		Fiscal Year Ended January 31,												Fiscal Year Ended January 31,
		2021			2022			2023			2023
		(Bosselmann) ⁽¹⁾			(Bosselmann) ⁽¹⁾			(Bosselmann) ⁽¹⁾			(Watson) ⁽²⁾			2021 ⁽³⁾			2022 ⁽³⁾			2023 ⁽³⁾
Summary Compensation Table Total		$	1,027,895		$	1,877,163		$	1,911,619		$	1,398,444		$	997,554		$	1,631,539		$	1,888,785
Fair value of stock-based awards granted during the year, as disclosed in the SCT			(601,061)			(1,425,250)			(949,952)			(759,962)			(198,149)			(685,267)			(614,704)
Year-end fair value of stock-based awards granted during the year			854,824			657,043			946,327			757,062			290,753			382,871			800,822
Change in fair value of prior year stock-based awards vested during the year or unvested as of yearend			(171,149)			871,900			250,779			200,577			(26,362)			230,076			87,452
Compensation Actually Paid		$	1,110,509		$	1,980,856		$	2,158,773		$	1,596,121		$	1,063,796		$	1,559,220		$	2,162,355

(1)

Mr. Bosselmann served as Chairman of the Board and CEO in each of Fiscal 2023, 2022 and 2021, and is therefore included as the CEO in the table for each year.

(2)

Mr. Watson served as CEO from August 16, 2022, and is therefore included as CEO for Fiscal 2023 only.

(3)

Other NEOs pertain to the following executives and their roles for each year:

Fiscal 2021 – Mr. Watson (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary), Mr. Collins IV (Co-President, Gemma) and T. Colin Trebilcock (Co-President, Gemma)

Fiscal 2022 – Mr. Watson (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary), Mr. Collins IV (Chief Executive Officer, Gemma) and Mr. Trebilcock (President, Gemma)

Fiscal 2023 – Mr. Deily (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary) and Mr. Collins IV (Chief Executive Officer, Gemma)

Tabular List [Table Text Block]

As described further in “Executive Compensation Discussion and Analysis,” our executive compensation is assessed using a variety of quantitative and qualitative factors associated with the Company’s operational and financial performance, stockholder valuation creation, capital allocation, succession planning, the retention and motivation of core employees, stockholder engagement and effectiveness in the areas of financial reporting and income tax planning. We utilize several performance measures to align NEO compensation with performance, many of which are not included as measures presented in the PVP Table above. Furthermore, we generally seek to incentivize long-term performance, and therefore, do not align NEO compensation with all of the measures presented in the PVP Table above. The list below presents performance measures identified as the most important factors for the determination of NEO compensation.

●

EBITDA

●

EBITDA as a percent of revenues

●

Selling, general and administrative expenses as a percent of revenues

●

Return on equity

●

Project backlog

Total Shareholder Return Amount

$ 104

97

110

Peer Group Total Shareholder Return Amount

206

160

128

Net Income (Loss)

$ 34,704,000

$ 35,706,000

$ 23,811,000

Company Selected Measure Amount | item

10.6

10.6

7.5

Watson

Bosselmann

Measure [Axis]: 1

Pay vs Performance Disclosure [Table]

EBITDA

Measure [Axis]: 2

Pay vs Performance Disclosure [Table]

EBITDA as a percent of revenues

Non-GAAP Measure Description [Text Block]

(7)

EBITDA as a percentage of revenues is discussed above in the “Executive Compensation Discussion and Analysis.”

Measure [Axis]: 3

Pay vs Performance Disclosure [Table]

Selling, general and administrative expenses as a percent of revenues

Measure [Axis]: 4

Pay vs Performance Disclosure [Table]

Return on equity

Measure [Axis]: 5

Pay vs Performance Disclosure [Table]

Project backlog

Pay vs Performance Disclosure [Table]

PEO Total Compensation Amount

$ 1,911,619

$ 1,877,163

$ 1,027,895

PEO Actually Paid Compensation Amount

2,158,773

1,980,856

1,110,509

Pay vs Performance Disclosure [Table]

PEO Total Compensation Amount

1,398,444

PEO Actually Paid Compensation Amount

1,596,121

PEO [Member] | Bosselmann | Fair value of stock-based awards granted during the year, as disclosed in the SCT

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

(949,952)

(1,425,250)

(601,061)

PEO [Member] | Bosselmann | Year-end fair value of stock-based awards granted during the year

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

946,327

657,043

854,824

PEO [Member] | Bosselmann | Change in fair value of prior year stock-based awards vested during the year or unvested as of yearend

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

250,779

871,900

(171,149)

PEO [Member] | Watson | Fair value of stock-based awards granted during the year, as disclosed in the SCT

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

(759,962)

PEO [Member] | Watson | Year-end fair value of stock-based awards granted during the year

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

757,062

PEO [Member] | Watson | Change in fair value of prior year stock-based awards vested during the year or unvested as of yearend

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

200,577

Non-PEO NEO [Member] | Fair value of stock-based awards granted during the year, as disclosed in the SCT

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

(614,704)

(685,267)

(198,149)

Non-PEO NEO [Member] | Year-end fair value of stock-based awards granted during the year

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

800,822

382,871

290,753

Non-PEO NEO [Member] | Change in fair value of prior year stock-based awards vested during the year or unvested as of yearend

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

$ 87,452

$ 230,076

$ (26,362)