DEF 14A 1 tpc2021proxyformdef14.htm DEF 14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.     )
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Filed by a Party other than the Registrant  
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Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12
TUTOR PERINI CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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TUTOR PERINI CORPORATION
15901 Olden Street
Sylmar, California 91342
April 9, 2021
Dear Shareholder:
You are cordially invited to attend the Tutor Perini Corporation 2021 Annual Meeting of Shareholders (“Annual Meeting”), which will be held on May 19, 2021 at 11:30 a.m., Pacific Time. The Annual Meeting will be a virtual meeting of shareholders, which will be conducted via a live audio webcast, largely due to precautions being taken in light of the ongoing COVID-19 pandemic. Shareholders will be able to attend and listen to the Annual Meeting live, submit questions and vote their shares electronically at the Annual Meeting from virtually any location around the world.
Details of the business to be conducted at the Annual Meeting are provided in the enclosed Notice of 2021 Annual Meeting of Shareholders and proxy statement.
Your vote is very important to us. We hope that you are able to participate, either by voting during the meeting or by other acceptable means as described in the attached proxy statement.
Thank you for your ongoing support of Tutor Perini Corporation.
Sincerely,
tpc-20200409xdef14ag0011.jpg
Ronald N. Tutor
Chairman & Chief Executive Officer



TUTOR PERINI CORPORATION
15901 Olden Street
Sylmar, California 91342
NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS
DATE:
Wednesday, May 19, 2021
TIME:11:30 a.m., Pacific Time
LOCATION:
The 2021 Annual Meeting of Shareholders will be a virtual meeting conducted via live audio webcast, largely due to precautions being taken in light of the ongoing COVID-19 pandemic. The Annual Meeting webcast will be accessible to shareholders, as well as guest attendees, by visiting www.virtualshareholdermeeting.com/TPC2021. To participate in the Annual Meeting, including to vote, ask questions, and view the list of registered shareholders as of the Record Date (as defined below) during the meeting, shareholders of record as of the Record Date should go to the meeting website at www.virtualshareholdermeeting.com/TPC2021, enter the 16-digit control number found on their proxy card or Notice of Internet Availability of Proxy Materials, and follow the instructions on the website. If shares are held in street name and a shareholder’s voting instruction form or Notice of Internet Availability of Proxy Materials indicates that they may vote those shares through the http://www.proxyvote.com website, then they may access, participate in, and vote at the annual meeting with the 16-digit access code indicated on that voting instruction form or Notice of Internet Availability of Proxy Materials. Otherwise, shareholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least 5 days before the annual meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the annual meeting. Details on how to participate in the Annual Meeting will also be made available at
http://investors.tutorperini.com/events-calendar/proxy-voting, as well as by any other means we consider necessary.
MEETING AGENDA:
1.Elect each of the 11 directors named in the accompanying proxy statement for a one-year term expiring at the 2022 Annual Meeting of Shareholders;
2.Ratify the selection of Deloitte & Touche LLP, independent registered public accountants, as auditors of the Company for the year ending December 31, 2021;
3.Approve the compensation of the Company’s named executive officers on an advisory (non-binding) basis; and
4.Transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
RECORD DATE:
Only shareholders of record at the close of business on March 22, 2021 (the “Record Date”) are entitled to notice of, to participate in and to vote at the annual meeting and any postponement or adjournment thereof.
PROXY VOTING:Your vote is very important. We urge you to read this proxy statement and submit your proxy or voting instructions as soon as possible. You may vote your shares over the Internet at www.proxyvote.com, telephonically by dialing 1-800-690-6903, or if you requested to receive printed proxy materials, via your enclosed proxy card. If the shares you own are held in “street name” by a bank or brokerage firm, your bank or brokerage firm will provide a Notice of Availability of Proxy Materials, or, if you request them to do so, they will provide you a printed set of proxy materials together with a voting instruction form, which you may use to direct how your shares will be voted.



By order of the Board of Directors,
image_41.jpg
Anthony C. Fiore, Corporate Secretary
April 9, 2021
Sylmar, California
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 19, 2021: The proxy statement and 2020 Annual Report are available at http://investors.tutorperini.com/events-calendar/proxy-voting.



TABLE OF CONTENTS



TUTOR PERINI CORPORATION
15901 Olden Street
Sylmar, California 91342
PROXY STATEMENT
April 9, 2021
INTRODUCTION
This proxy statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Tutor Perini Corporation (the “Company,” “Tutor Perini,” “we,” “us” or “our”) of proxies for use in voting at the 2021 Annual Meeting of Shareholders (the “Annual Meeting”) to be held as a virtual meeting via live audio webcast on May 19, 2021 at 11:30 a.m. Pacific Time at www.virtualshareholdermeeting.com/TPC2021, and any adjournment or postponement thereof. Only shareholders of record as of the close of business on March 22, 2021 (the “Record Date”) are entitled to notice of and to vote at the meeting and any adjournments or postponements thereof. As of the Record Date, the Company had 50,922,607 shares of common stock outstanding. Each share of common stock is entitled to one vote.
At the Annual Meeting, our shareholders will consider and vote on the following matters:
Proposal 1, for the election of each of the 11 nominees for director named in this proxy statement, requires the affirmative vote of a plurality of the votes cast at the Annual Meeting. You may vote FOR any or all director nominees or WITHHOLD your vote from any or all of the director nominees.
We recommend a vote FOR the election of each director nominee.
Proposal 2, for ratification of the selection of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent auditors for 2021, requires the affirmative vote of the holders of a majority of the votes cast on the proposal at the Annual Meeting.
We recommend a vote FOR the ratification of the selection of Deloitte as independent auditors.
Proposal 3, for approval on an advisory (non-binding) basis of the compensation paid to the Company’s named executive officers, as disclosed in the “Compensation Discussion and Analysis” in this proxy statement and the executive compensation tables and related narrative discussion that follow. Approval of the proposal requires the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting. Although this proposal is advisory in nature, which means that the vote is not binding upon the Company, as they have in past years, the Board and the Compensation Committee will consider our shareholders’ vote on this proposal when setting our executive compensation program.
We recommend a vote FOR the approval of our executive compensation as reported in this proxy statement.
On or about April 9, 2021, proxy materials for the Annual Meeting, including this proxy statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, were made available over the Internet to shareholders entitled to vote at the Annual Meeting. The proxy materials may be accessed by visiting http://investors.tutorperini.com/events-calendar/proxy-voting.
INFORMATION REGARDING THE ANNUAL MEETING
Attending the Annual Meeting
Shareholders of record or beneficial owners of our common stock as of the Record Date are entitled to participate in and vote at the Annual Meeting. To participate in the Annual Meeting, including to vote, ask questions, and view the list of registered shareholders as of the Record Date during the meeting, shareholders of record as of the Record Date should go to the meeting website at www.virtualshareholdermeeting.com/TPC2021, enter the 16-digit control number found on their proxy card or Notice of Internet Availability of Proxy Materials, and follow the instructions on the website. If shares are held in street name and a shareholder’s voting instruction form or Notice of Internet Availability of Proxy Materials indicates that they may vote those shares through the http://www.proxyvote.com website, then they may access, participate in, and vote at the annual meeting with the 16-digit access code indicated on that voting instruction form or Notice of Internet Availability of Proxy Materials. Otherwise, shareholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least 5 days before the annual meeting) and obtain a “legal proxy” in order to be able to attend, participate in or
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vote at the annual meeting. Attendees who are not a shareholder of record or beneficial owner of our common stock as of the Record Date may attend the Annual Meeting as a guest; however, guest attendees will not have the capabilities listed above and will only be able to listen to the live audio webcast of the Annual Meeting. Each shareholder may appoint only one proxy holder or representative to attend the meeting on his or her behalf.
Proxies and Voting Procedures
In advance of the Annual Meeting, you may vote your shares over the Internet at www.proxyvote.com or telephonically by dialing 1-800-690-6903, as discussed in the Notice of Internet Availability of Proxy Materials mailed to shareholders of record. Proxies submitted via the Internet or by telephone must be received by 8:59 p.m., Pacific Time on May 18, 2021. You may request a printed copy of the proxy materials by following the procedures set forth in the Notice of Internet Availability of Proxy Materials, and you may vote your shares by following the instructions on the enclosed proxy card.
If the shares you own are held in “street name” by a bank or brokerage firm, you are considered the “beneficial owner” of such shares, and your bank or brokerage firm will provide you a Notice of Internet Availability of Proxy Materials, or a printed set of proxy materials together with a voting instruction form, which you may use to direct how your shares will be voted. In order to vote your shares, you must follow the voting instructions forwarded to you by, or on behalf of, that organization. Brokerage firms, banks and other fiduciaries or nominees are required to request voting instructions for shares they hold on behalf of customers and others. As the beneficial owner, you have the right to direct your broker, bank or other nominee or fiduciary how to vote, and you are also invited to attend the Annual Meeting. We encourage you to provide instructions to your broker, bank or other nominee or fiduciary to vote your shares. Since a beneficial owner is not the record shareholder, you may not vote the shares online at the Annual Meeting, unless you obtain a legal proxy from the broker, bank or other nominee or fiduciary that holds your shares giving you the right to vote the shares at the meeting.
Electronic Availability of Proxy Statement and 2020 Annual Report
As permitted by Securities and Exchange Commission (“SEC”) rules, we are making this proxy statement and our 2020 Annual Report available to shareholders electronically via the Internet at http://investors.tutorperini.com/events-calendar/proxy-voting. On April 9, 2021, we mailed to our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access this proxy statement and our 2020 Annual Report and how to vote online. If you received that notice, you will not receive a printed copy of the proxy materials, unless you request one by following the instructions contained in the notice. We believe that providing our proxy materials over the Internet increases the ease and ability of our shareholders to connect with the information they need and reduces the environmental impact of our Annual Meeting.
Quorum
The presence, by a person attending the Annual Meeting online via the virtual meeting webcast or by proxy, of outstanding shares of common stock representing a majority of the shares entitled to vote is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Shares that reflect abstentions or broker non-votes will be counted for purposes of determining whether a quorum is present for the transaction of business at the Annual Meeting.
Abstentions and Broker Non-Votes
An “abstention” occurs when a shareholder sends in a proxy with explicit instructions to decline to vote regarding a particular matter. For purposes of establishing a quorum, abstentions by a person attending the Annual Meeting online via the virtual meeting webcast or by proxies received but marked as abstentions as to any or all matters to be voted on count as the shares being present.
If your shares are held in “street name” and you do not return your proxy, your brokerage firm may vote your shares for you under certain circumstances. Brokerage firms have authority under the rules of the New York Stock Exchange (“NYSE”) to vote customers’ unvoted shares on some routine matters. If you do not give a proxy to your brokerage firm to vote your shares, your brokerage firm may either vote your shares on routine matters or leave your shares unvoted (“broker non-votes”). Of the proposals contained herein, only Proposal 2 is considered a routine matter.
Regardless of whether you are a record holder of your shares or hold your shares in “street name,” we encourage you to provide voting instructions to your brokerage firm. This ensures your shares will be voted at the meeting according to your instructions.
Abstentions and broker non-votes have no effect on Proposal 1, Proposal 2 and Proposal 3 discussed in this proxy statement.
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Proxy Solicitation
In addition to solicitation by mail, our directors, officers and employees may solicit proxies from Tutor Perini shareholders by telephone, facsimile or other electronic means of communication. These persons will not receive additional or special compensation for such solicitation services. The Company also has retained the services of Alliance Advisors, LLC to assist as needed in the proxy preparation, review and solicitation process for a fee of up to $15,000 plus reimbursement of certain out-of-pocket costs. Furthermore, we pay the cost of soliciting proxies, which may include the reimbursement of brokers’, banks’ and other nominees’ expenses for sending proxy materials and obtaining voting instructions from their customers.
Revocation of Proxies
If you execute and return a proxy or vote via the Internet or telephonically in accordance with the instructions provided in the Notice of Internet Availability of Proxy Materials, your proxy may be revoked at any time before it is voted by providing written notice to our Corporate Secretary, by the subsequent execution and delivery of another proxy, or by voting during the Annual Meeting. Please note that if you have instructed your broker to vote your shares, the options for revoking your proxy described above do not apply and you must, instead, follow the directions provided by your broker to change those instructions.
Adjournments and Postponements
In accordance with the Company’s by-laws (the “By-laws”), the Annual Meeting may be adjourned or postponed, including for the purpose of soliciting additional proxies, by action of the presiding officer of the Annual Meeting. Additionally, the Annual Meeting may be postponed and rescheduled by the Board. There may be no notice of the time, date and place of the adjourned meeting, other than by announcement made at the Annual Meeting, regardless of whether or not a quorum is present. Any adjournment or postponement of the Annual Meeting for the purpose of soliciting additional proxies will allow the Company’s shareholders who have already sent their proxies to revoke them any time prior to their use at the Annual Meeting as adjourned or postponed.
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PROPOSAL 1: ELECTION OF DIRECTORS
BOARD OF DIRECTORS
The Board, based on the recommendation of the Corporate Governance and Nominating Committee, proposed that the following 11 nominees be elected at the Annual Meeting, each of whom will serve until the 2022 Annual Meeting of Shareholders or until his or her successor has been duly elected and qualified, or his or her earlier death, resignation, removal or disqualification. Each of the nominees is currently a director of the Company and has been elected to hold office until the Annual Meeting or until his or her successor has been elected and qualified, or his or her earlier death, resignation, removal or disqualification. The nominees were most recently elected at the 2020 Annual Meeting of Shareholders.
The following individuals are the nominees for election to the Board:
NameAgeDirector SinceIndependent
Ronald N. Tutor801997
Peter Arkley662000ü
Sidney J. Feltenstein802013
James A. Frost672015
Michael F. Horodniceanu762018ü
Michael R. Klein781997ü
Robert C. Lieber662014ü
Dennis D. Oklak672017ü
Raymond R. Oneglia732000ü
Dale Anne Reiss732014ü
Dickran M. Tevrizian, Jr.802011ü
The Board has determined that 8 out of the 11 nominees are independent. Detailed information about the Board’s determination of director independence is provided in the section entitled “Director Independence.”
The principal occupation, business experience and educational background of each director nominee are set forth below:
Ronald N. Tutor has served as our Chief Executive Officer since March 2000, as Chairman of the Board since July 1999, and as a director since January 1997. Mr. Tutor also served as Chairman of the Board, President and Chief Executive Officer of Tutor-Saliba Corporation (“Tutor-Saliba”), a privately held California corporation engaged in the construction industry, until Tutor-Saliba merged with the Company in September 2008. He is a member of the Board of Trustees of the University of Southern California. With over 20 years at the Company and over 55 years in the industry, Mr. Tutor brings to the Board an industry acknowledged leadership role and in-depth knowledge of our Company and the construction industry. Mr. Tutor holds a Bachelor of Science in Finance from the University of Southern California.
Peter Arkley has served as a director since May 2000. Since June 2011, he has served as Senior Managing Director, Construction Services Group of Alliant Insurance Services, an insurance and bonding brokerage firm, where he is responsible for the development and implementation of the construction business and financial strategy. In April 2017, he was appointed President of Alliant Specialty Group, which includes agribusiness, aviation, construction, energy, executive risk, financial institutions, health care, marine, mergers and acquisitions, public entity, real estate and trade credit. Mr. Arkley has extensive knowledge and expertise in insurance and surety, and provides the Board insight on risk management and financial services. Mr. Arkley holds a Bachelor of Science in Finance from Wagner College.
Sidney J. Feltenstein has served as a director since November 2013 and has served as a Senior Operating Partner of Sentinel Capital Partners, an American private equity firm focusing on mid-market companies, since February 2010. He retired in February 2003 from the roles of Chairman and Chief Executive Officer of Yorkshire Global Restaurants, Inc., the holding company for A&W Restaurants and Long John Silver’s, which he founded in 1994. Mr. Feltenstein serves as a director of Fazoli’s, The HoneyBaked Ham Company, Captain D’s, TGI Fridays and Hooters, Inc., all of which are privately held food-related companies. Mr. Feltenstein also has agreed to serve as a director of Do It Again Corp., a special purpose acquisition company that is currently pursuing registration with the SEC, and he would expect to serve as a director of such company if the registration statement is declared effective and the company begins trading in the public markets. In addition, he is a former Trustee and Audit Committee Chairman and is currently an Overseer of Boston University, and is a Trustee of One Family
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Health, both of which are non-profit organizations. Mr. Feltenstein brings extensive operational and marketing management expertise to the Board through various positions held over his career and through his experience as a director of other public and private companies. Mr. Feltenstein holds a Bachelor of Arts in Communications from Boston University.
James A. Frost has served as a director since February 2015, when he was promoted to the position of President and Chief Operating Officer. In addition, since 2008, Mr. Frost has served as Chief Executive Officer of Tutor Perini’s Civil Group. He originally joined the Company’s predecessor, Tutor-Saliba, in 1988 and was ultimately elevated to the role of Chief Operating Officer. Mr. Frost also has served on the Advisory Board of the New York University (“NYU”) Tandon School of Engineering’s Civil and Urban Engineering Departments since January 2021. With more than 30 years of experience with the Company, Mr. Frost brings to the Board extensive executive leadership experience in construction management and operations, having overseen numerous projects, including many of the Company’s largest and most difficult building and civil projects. Mr. Frost studied engineering at the College of Southern Maryland, at Texas State University and at the University of Texas in Austin. He also completed a two-year business management program at the University of Phoenix in Woodland Hills, California.
Dr. Michael F. Horodniceanu has served as a director since May 2018. Dr. Horodniceanu has been a professor and Chair of the Institute of Design & Construction Innovation Hub at NYU Tandon School of Engineering, Department of Urban and Civil Engineering since June 2018. He also has been a principal at Urban Advisory Group, Inc., an urban strategy consultancy, since July 2017. From July 2008 to June 2017, he served as President of New York Metropolitan Transportation Authority (MTA) Capital Construction Company, a subsidiary of the MTA that manages the MTA’s major capital projects in the New York metropolitan area, where he managed a $23 billion transportation capital program, the largest such program in the United States. Dr. Horodniceanu has served as Chairman of the Faculty Advisory Board of NYU Tandon School of Engineering since 1992 and as Chairman of the Architecture, Engineering and Robotics Commission of the New York City Department of Education Career and Technical Education program since 2017. In addition, since 2001 he has been a director of the Community Service Society of New York. Since January 2021, Dr. Horodniceanu has also served as a strategic advisor to SwissPod Technologies, a privately held Swiss-based company that is developing Hyperloop products. Dr. Horodniceanu brings to the Board over 40 years of academic and industry experience, and over 30 years of executive management experience. Dr. Horodniceanu holds a Bachelor of Science in Civil Engineering from the Technion - Israel Institute of Technology, a Master of Science in Engineering Management from Columbia University and a Doctor of Philosophy in Transportation Planning and Engineering from Polytechnic Institute of NYU. Dr. Horodniceanu is a licensed Professional Engineer.
Michael R. Klein has served as a director since January 1997 and as Vice Chairman of the Board since September 2000. He is also the Lead Independent Director. Mr. Klein has served as Chairman of the Board of Directors of CoStar Group, Inc., a publicly held provider of commercial real estate information of which he was a co-founder, since August 1987; and as a director of ThinkFood Group, LLC, a privately held food services company, since December 2011. Mr. Klein also serves as the Chairman of the Shakespeare Theatre Company and of the Aspen Music Festival and School, as a trustee of the Aspen Institute and as a director of DC Central Kitchen, all non-profit organizations. Mr. Klein’s 40 plus years as a corporate lawyer, investor and director of multiple corporations, both public and private, qualify and enable him to contribute sound judgment and leadership to the Board and the Company in his role as Lead Independent Director. Mr. Klein holds a Master of Laws from Harvard Law School and Juris Doctor and Bachelor of Business Administration from the University of Miami.
Robert C. Lieber has served as a director since August 2014. Mr. Lieber is the Executive Managing Director of Island Capital Group LLC, a leading international real estate merchant bank, and of C-III Capital Partners LLC, a fully-diversified asset management and commercial real estate services company, of which Island Capital Group LLC is the controlling parent. He joined the firm in July 2010, after having served under New York City Mayor Michael R. Bloomberg as Deputy Mayor for Economic Development. Mr. Lieber also has served as a member of the board of directors of Resource REIT, Inc. (previously Resource Real Estate Opportunity REIT, Inc.), a public non-traded real estate investment trust, since February 2018. In addition, he served as Chief Executive Officer (but not a director) of Exantas Capital Corp. (now known as ACRES Commercial Realty Corp.), a publicly traded real estate investment trust, which was managed by a subsidiary of C-III Capital Partners LLC, from September 2016 to August 2020. Mr. Lieber brings to the Board extensive expertise and insight into financial and political matters pertaining to real estate and infrastructure development projects, gained through his experience in the financial and governmental sectors. Mr. Lieber holds a Bachelor of Arts from the University of Colorado and a Master of Business Administration from the Wharton School of the University of Pennsylvania.
Dennis D. Oklak has served as a director since May 2017. Mr. Oklak served as Chief Executive Officer of Duke Realty Corporation, a publicly traded real estate investment trust focused on industrial and office properties, from April 2004 through December 2015 and served as Director from April 2004 and Chairman of the Board of Directors of Duke Realty Corporation from 2005 until April 2017. Mr. Oklak has served as a Director of Xenia Hotels and Resorts, a publicly traded lodging real estate investment trust, since February 2015. He has also served as Non-Executive Chair of the Board of Managers of ITR
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Concession Company LLC, lessee of the Indiana Toll Road, since March 2016. Mr. Oklak serves on the Board of Trustees of the Crossroads of America Council of the Boy Scouts of America Foundation, as Board Member and Treasurer of the Eskenazi Health Foundation and as Chair of the Board of Conexus Indiana. Mr. Oklak contributes to our Board real estate industry, consulting, operations, development and executive leadership expertise, as well as finance, accounting and auditing expertise from nine years at Deloitte prior to joining Duke Realty. The Board also values his experience as a chief executive officer and a public company director. He holds a Bachelor of Science degree, with honors, from Ball State University.
Raymond R. Oneglia has served as a director since March 2000. Since 1997, he has also served as Vice Chairman of the Board of Directors of O&G Industries, Inc. (“O&G”), a Connecticut corporation engaged in the construction industry, and prior to that, served in various operating and administrative capacities with O&G since 1970. Mr. Oneglia’s more than 50 years of experience at O&G allow him to contribute an in-depth industry perspective to the Board. Mr. Oneglia holds a Bachelor of Science from Union College.
Dale Anne Reiss has served as a director since May 2014. Ms. Reiss served as Senior Partner at Ernst & Young LLP, and its predecessor Kenneth Leventhal & Company, for over 25 years, where she was the Global and the Americas Director of Real Estate, Construction and Hospitality from 1995 until her retirement in 2008. Subsequently, she was a senior consultant to the Global Real Estate Center of Ernst & Young LLP from 2008 to 2011. Ms. Reiss has served as Managing Director of Artemis Advisors LLC, a real estate restructuring and consulting firm, since June 2008. Ms. Reiss has also served as Senior Managing Director of Brock Capital Group LLC, a boutique investment bank, and as chairman of its affiliate, Brock Real Estate LLC, which specializes in raising capital and mezzanine financing, both since December 2009. Ms. Reiss has served as a director and member of the audit and nominating and governance committees of Colony Capital, Inc., a publicly traded global digital infrastructure, real estate, and investment management firm, since June 2019 and as a director and chair of the audit committee of Starwood Real Estate Income Trust, a public non-traded real estate investment trust, since November 2017. Ms. Reiss was formerly a director, chair of the audit committee and member of the nominating and governance committee of iStar Inc., a publicly traded real estate investment company, from July 2008 through May 2019, a director of CYS Investments, Inc., a publicly traded mortgage real estate investment company, from January 2015 through July 2018, and a director and chair of the compensation committee of Care Capital Properties Inc., a publicly traded healthcare real estate investment company, from August 2015 through August 2017. She is a governor of the Urban Land Institute Foundation, where she also previously served as a board member. Ms. Reiss brings to the Board extensive expertise in financial and accounting matters from her experience over an extended period at several major public accounting firms, her leadership experience in management and operations at those firms, and her experience as a director of other public and private companies. Ms. Reiss holds a Bachelor of Science from the Illinois Institute of Technology and a Master of Business Administration from the University of Chicago. She is a Certified Public Accountant.
Dickran M. Tevrizian, Jr. has served as a director since September 2011. Prior to his retirement in April 2007, Judge Tevrizian had been a federal judge for the United States District Court for the Central District of California since 1986. Upon retirement from the federal judiciary, Judge Tevrizian assumed the role of a private mediator/arbitrator with Judicial Arbitration and Mediation Services. Judge Tevrizian also has served on the legal advisory board of LegalZoom.com, Inc. since September 2011. Judge Tevrizian’s many years of experience as a federal and state judge provides the Board with significant insight on risk management and compliance matters. Judge Tevrizian holds a Juris Doctor and a Bachelor of Science in Finance from the University of Southern California. Currently, Judge Tevrizian serves as a Commissioner of the Los Angeles County Civil Service Commission.
Unless otherwise noted thereon, proxies solicited hereby will be voted for the election of each of the director nominees to hold office until the 2022 Annual Meeting of Shareholders or until their successors are duly elected and qualified, or until their earlier death, resignation, removal or disqualification. Each nominee has consented to being named in this proxy statement and, if elected, each nominee has consented to serve as a director until his or her successor is duly elected and qualified, or until their earlier death, resignation, removal or disqualification. The Board does not contemplate that any nominee will be unable to serve as a director for any reason, but if that should occur prior to the meeting, proxies solicited hereby may be voted either for a substitute nominee designated by the Board; or the Board may determine to leave any such Board seat vacant until a suitable candidate is identified or reduce the size of the Board.
Board Recommendation
THE TUTOR PERINI BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE BOARD OF DIRECTORS’ NOMINEES FOR RE-ELECTION AS DIRECTOR.
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INFORMATION ABOUT THE BOARD OF DIRECTORS
Board Composition
The Board currently consists of 11 directors, all of whose terms expire upon the election of their successors at the Annual Meeting or upon their successors’ earlier election and qualification, or until their earlier death, resignation, removal or disqualification. As further described below, the Board and the Corporate Governance and Nominating Committee are committed to identifying qualified director candidates who can make a significant contribution to the Board, including candidates who are independent and who represent diversity in skills, experience, gender, ethnicity and age. The Board believes that its current members possess a strong mix of skills, experience and attributes that are beneficial to the Company and our shareholders.
Under the Amended Shareholders Agreement, which became effective upon the September 2008 merger between Perini Corporation (“Perini”) and Tutor-Saliba, Mr. Tutor (as the representative of the former Tutor-Saliba shareholders) has the right to designate one nominee for election as a member of the Board (and thereafter, for nomination for election), so long as Mr. Tutor and the trusts he controls (the “Tutor Group”) own at least 11.25% of the outstanding shares of the Company’s common stock. For more information, see “Certain Relationships and Related Party Transactions—Amended Shareholders Agreement.” Mr. Tutor elected to exercise his right to designate one nominee to the Board in November 2013, when he designated Mr. Feltenstein for nomination and election to the Board. The Corporate Governance and Nominating Committee reviewed Mr. Feltenstein’s qualifications and his appointment to the Board was unanimously approved by the Board.
Director Independence
The Board assesses its directors’ independence from the Company annually, pursuant to Section 303A of the NYSE Listed Company Manual. As of its most recent assessment, the Board has affirmatively determined that the following current Board members are independent directors: Mr. Arkley, Dr. Horodniceanu, Mr. Klein, Mr. Lieber, Mr. Oklak, Mr. Oneglia, Ms. Reiss and Judge Tevrizian. In addition, all of the members of the Audit, Corporate Governance and Nominating and Compensation committees are independent under the applicable NYSE listing standards and SEC rules. In making its determination of independence, the Board considered each director’s relationship with the Company and its management. Regarding the Compensation Committee, the Board considered any sources of compensation paid to the directors by the Company, as well as whether the director is affiliated with the Company or any of the Company’s subsidiaries or affiliates. The Board also broadly considered all relevant facts and circumstances when assessing the materiality of each of the director’s relationships with the Company. The Board considered a broad range of possible relationships, including, among others, commercial, industry, banking, consulting, legal, accounting, charitable and familial.
As part of its review, the Board considered the Company’s business relationships with firms affiliated with Mr. Arkley and Mr. Oneglia, and concluded that those relationships were not material and, therefore, both individuals are independent. A summary of the Board’s analysis follows:
With respect to Mr. Arkley, the Board considered the relationship between the Company and Alliant Insurance Services (“Alliant”), of which Mr. Arkley is currently a Senior Managing Director. In addition, the Board considered Mr. Arkley’s role on the Compensation Committee in assessing whether compensation to Mr. Arkley paid by any person or entity had or would impair his ability to make independent judgments about the Company’s named executive officers. Consistent with NYSE Listed Company Manual Section 303A.02(a), the Board determined that the Company’s relationship with Alliant did not impact Mr. Arkley’s independence from Tutor Perini because of the following: (1) services provided by Alliant are supplied to Tutor Perini on terms similar to Alliant’s other clients; (2) income generated by Alliant for services provided to Tutor Perini are not material to Alliant’s U.S. or consolidated operations; (3) Mr. Arkley is not personally involved in the management of Alliant’s services provided to the Company; (4) Mr. Arkley recuses himself on all Board decisions regarding insurance; (5) Mr. Arkley does not have the authority to unilaterally negotiate Alliant’s fees charged to the Company; (6) commissions paid by the Company are a) established by arrangements negotiated between Alliant and insurance carriers, b) applied uniformly to all of Alliant’s customers and c) publicly disclosed; and (7) remuneration paid to Mr. Arkley for his role at Alliant is not directly tied to the Company’s use of Alliant’s services.
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Additionally, in determining Mr. Arkley’s independence, the Board considered, as it does for all of its directors, the qualitative and quantitative factors in NYSE Listed Company Manual Section 303A.02(b) and determined that none of these factors impacted Mr. Arkley’s independence:
i.whether the director was employed by the Company in the last three years or has an immediate family member who was an executive officer of the Company in the last three years;
ii.whether the director or an immediate family member accepted compensation from the Company in excess of $120,000 during any 12 consecutive months in the last three years, other than remuneration for services provided as a director;
iii.whether a) the director is a partner or employee at the Company’s auditor, b) the director has an immediate family member who is a partner of the auditor, or who is an employee of the auditor and works on the Company’s audit, or c) the director or immediate family member was a partner or an employee of the auditor in the last three years and worked on the Company’s audit;
iv.whether the director or an immediate family member is or has been in the last three years an executive officer of another entity where any of the Company’s executive officers served on the other entity’s compensation committee at the same time; and
v.whether the Company made or received payments in the last three years in excess of the greater of 2% of the counterparty’s gross revenue and $1 million to an organization where a director is an employee or has an immediate family member that is an executive officer.
Finally, the Board considered other qualitative factors, including those that could result in only the appearance of a lack of independence, and concluded that Mr. Arkley is independent in both fact and appearance.
For Mr. Oneglia, the Board considered the relationship between O&G, of which Mr. Oneglia is Vice Chairman of the Board of Directors and a shareholder, and Tutor Perini, including the construction joint venture between Tutor Perini and O&G. The Board determined that the existing joint venture arrangement does not impact Mr. Oneglia’s independence from Tutor Perini because of the following: (1) the joint venture is formed for the limited purposes of performing specific contractual requirements for owners as is commonplace in the construction business; (2) Mr. Oneglia recuses himself on all Board decisions related to the joint venture between the Company and O&G; (3) Mr. Oneglia is not personally involved in the management of the joint venture; and (4) Mr. Oneglia does not have the authority to unilaterally negotiate and approve the terms of the joint venture arrangement. In addition, the full Board has, in each instance of a proposed joint venture, assured itself that the joint venture is on terms no more favorable to O&G than have been the terms of other joint ventures in which the Company has participated. Finally, the Board considered the qualitative and quantitative factors pursuant to NYSE Listed Company Manual Section 303A.02, outlined above regarding Mr. Arkley, and determined that none of these factors impacted Mr. Oneglia’s independence.
Mr. Tutor and Mr. Frost are both executive officers and employees of the Company, and Mr. Feltenstein is Mr. Tutor’s father-in-law. Accordingly, none of them serves on committees reserved for independent directors.
Communications with the Board
The Board welcomes the submission of any comments or concerns from shareholders, employees and other interested parties. Those who wish to communicate with the Board may submit communications in writing to Tutor Perini Corporation, 15901 Olden Street, Sylmar, California 91342 and marked to the attention of the Board of Directors or any of its committees or individual directors. All comments or concerns from shareholders and other interested parties will be forwarded directly to the appropriate Board committee or specific directors, as well as to the Company’s Compliance Officer, except that the Board has instructed our Corporate Secretary to review correspondence directed to the Board and not to forward certain items that are unrelated to the duties and responsibilities of the Board, such as resumes or business solicitations, or that are otherwise inappropriate.
In order to facilitate communications with the independent directors, we have a secure telephone number (800-489-8689) whereby shareholders, employees and other interested parties may make their concerns known directly and confidentially to the independent directors, the Audit Committee or the Corporate Governance and Nominating Committee. Shareholders and other interested parties can also communicate with the independent directors via email at board@tutorperini.com.
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CORPORATE GOVERNANCE
Board Leadership
Mr. Tutor is Chairman of the Board and Chief Executive Officer. The Chairman of the Board and Chief Executive Officer positions are separately designated offices of the Company, as defined in the By-laws. However, these offices may be held by the same person. Mr. Tutor’s Employment Agreement stipulates that he shall serve as the Company’s Chief Executive Officer, as a member of the Board and as Chairman of the Board. Furthermore, the Board has evaluated these positions and determined that Mr. Tutor’s continued participation in both positions is important to the continued success of the Company for the following reasons, among others: (i) his iconic role in the construction industry with a proven record of successfully bidding for and managing large, complex building and civil projects; (ii) his strong business relationships, including those with customers, suppliers, subcontractors and surety and insurance partners; and (iii) his business acumen, strategic sense, discipline and sound judgment, which have produced a record of outstanding project execution and have advantageously positioned the Company for future growth and success through the significant additional infrastructure spending that is anticipated over the coming years.
Mr. Klein is the Vice Chairman of the Board and Lead Independent Director elected as such by unanimous vote of the independent directors. In his capacity as Lead Independent Director, Mr. Klein has the following duties and authority:
Chairing any meeting of the non-management directors in executive session;
Meeting with any director who is not adequately performing his duties as a member of the Board or any committee;
Serving as a liaison between the Chairman of the Board and the independent directors;
Facilitating communications between other members of the Board and the Chairman of the Board; however, each director is free to communicate directly with the Chairman of the Board;
Working with the Chairman of the Board to prepare the agenda for Board meetings and determining the need for special meetings of the Board; and
Consulting with the Chairman of the Board on matters relating to corporate governance and Board performance.
Committees and Meetings of the Board of Directors
During 2020, the Board met eight times, and each of our directors attended at least 75% of the total number of meetings of the Board and the total number of meetings held by all committees on which such director served. Our non-management directors met in executive session after each of the four regularly scheduled Board meetings, and the independent directors met once during 2020. The members of the Board are encouraged to attend our annual shareholder meetings. All 11 of the current directors attended the 2020 Annual Meeting of Shareholders.
Our By-laws authorize the Board to appoint one or more committees, each consisting of one or more directors. The Board currently has three standing committees: an Audit Committee, a Corporate Governance and Nominating Committee and a Compensation Committee. The Board reviews the composition of its standing committees at least annually to identify opportunities to further enhance their effectiveness, as well as to bring fresh perspectives to the committees. Each of the standing committees of our Board has a written charter, which satisfies the requirements of the corporate governance rules issued by the SEC and the NYSE for each respective committee. Each standing committee reviews its charter annually and revises it as appropriate. We maintain copies of the charters of each of the standing committees of our Board in the “Investors” section of our website, under the “Corporate Governance” subsection at http://investors.tutorperini.com/corporate-governance and provide copies in print, without charge, to any shareholder requesting a copy.
The Board’s Role in Risk Oversight
Management is responsible for the Company’s day-to-day risk management activities. The Board is responsible for risk oversight, which includes identifying, evaluating and addressing potential risks that may exist at the enterprise, strategic, financial, operational, compliance and reporting levels, including cybersecurity, data privacy and other risks. The Board also plays an integral role in providing risk oversight on potential related party transactions and transactions outside of the normal
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course of our operations. Our Board administers its risk oversight function as a whole and through its committees. The various committees of the Board oversee certain risks including, but not limited to, the following:
Audit Committee – Regularly reviews the integrity of the Company’s financial reporting process including internal control over financial reporting and discusses with management certain risk exposures, including cybersecurity risk, their potential financial impact on the company and its risk mitigation strategies.
Compensation Committee – Regularly reviews the compensation policies and practices throughout the Company to confirm that these plans do not encourage excessive risk-taking that may have a materially adverse effect on the Company.
Corporate Governance and Nominating Committee – Develops and periodically reviews the Company’s governance structure, including the Code of Business Conduct and Ethics.
The Board meets, at least quarterly, with management to discuss key risks to our operations and our strategy, as well as risk mitigation plans and activities.
Having a Lead Independent Director in place, as discussed above, helps to ensure that the Board is fulfilling its role in risk oversight.
Nominations for Director
The Board considers candidates who are independent, possess relevant business, professional or board experience to make a significant contribution to the Board and have sufficient availability to attend to the business of the Company. Annually, the Corporate Governance and Nominating Committee conducts an evaluation of the Board to determine whether it is functioning effectively and recommends to the full Board the slate of director-nominees to be nominated for election at the next annual meeting of shareholders. Potential candidates for the Board may include candidates nominated by shareholders in accordance with our By-laws, those identified by a search firm retained for such purpose or candidates recommended by other persons, including current directors or executive officers. Pursuant to the Corporate Governance and Nominating Committee charter, the process and criteria for considering the recommendations of shareholders with respect to candidates for election to the Board is the same as those used for candidates recommended by other parties. The Corporate Governance and Nominating Committee values and considers diversity in skills, experience, gender, ethnicity and age as important factors when identifying its pool of potential director nominees and when evaluating the Board as a group.
A shareholder who wishes to recommend a director candidate to the Corporate Governance and Nominating Committee for the 2022 Annual Meeting of Shareholders should submit the recommendation in writing to Tutor Perini Corporation, 15901 Olden Street, Sylmar, California 91342, Attention: Corporate Secretary, and follow the requirements for shareholder nominations of directors set forth below under “Shareholder Proposals for 2022 Annual Meeting.”
Such shareholder notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election as a director (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person for the past five years and (iii) the class and number of shares of the Company’s capital stock that are beneficially owned by such person on the date of such shareholder notice and (b) as to the shareholder giving the notice (i) the name and address, as they appear on the Company’s stock transfer books, of such shareholder and of the beneficial owners (if any) of the stock registered in such shareholder’s name and the name and address of other shareholders known by such shareholder to be supporting such nominees on the date of such shareholder’s notice and (ii) the class and number of shares of the Company’s capital stock that are beneficially owned by such shareholder and such beneficial owners (if any) on the date of such shareholder notice and by any other shareholders known by such shareholder to be supporting such nominees on the date of such shareholder notice.
Audit Committee
The Audit Committee currently consists of Dale Anne Reiss (Chair), Michael F. Horodniceanu, Michael R. Klein, Robert C. Lieber and Dennis D. Oklak. The Board has determined that each member of the Audit Committee is “financially literate,” as defined in the NYSE listing standards, and meets the independence and experience requirements for members of an audit committee set forth in the rules of the SEC and the NYSE listing standards. Based upon review of their qualifications, the Board has designated Ms. Reiss, Mr. Klein, Mr. Lieber and Mr. Oklak as “Audit Committee financial experts” as defined by the
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rules of the SEC. None of the Audit Committee members serve on the audit committees of more than two other public companies. The duties of the Audit Committee include, but are not limited to, the following:
Appointing, compensating, retaining and overseeing the work of the independent auditors;
Reviewing and evaluating the qualifications, performance and independence of the independent auditors and the lead partner of the independent auditors and presenting the committee’s conclusions to the full Board;
Meeting with management and the independent auditor, either together or separately, to review and discuss the Company’s annual audited financial statements and quarterly financial statements;
Reviewing and pre-approving all permissible non-audit services to be performed by the independent auditor, considering whether the performance of such permissible non-audit services is compatible with the auditors’ independence;
Reviewing disclosures from the Company of (i) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and identify any material weakness in internal controls, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls;
Reviewing and approving all potential transactions with related parties; and
Establishing procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
The Audit Committee has the authority to retain special accounting, legal or other consultants, as deemed necessary. The Audit Committee met nine times during 2020.
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REPORT OF THE AUDIT COMMITTEE
The Audit Committee (the “Committee”) oversees the financial reporting process of the Company, on behalf of the Board of the Company in accordance with the Audit Committee charter. The Board, in its judgment, has determined that all members of the Committee meet the independence and experience requirements of the SEC and the NYSE. The Board has designated Dale Anne Reiss (Chair), Michael R. Klein, Robert C. Lieber and Dennis D. Oklak as the Company’s “audit committee financial experts,” as defined by the rules of the SEC and NYSE, based on a review of their qualifications.
The Company's management is responsible for the financial reporting process and preparation of the quarterly and annual consolidated financial statements, including maintaining a system of internal control over financial reporting, as well as disclosure controls and procedures. The Committee is directly responsible for the appointment, compensation, retention, oversight and termination of the Company's independent auditors (Deloitte & Touche LLP, or “Deloitte,” an independent registered public accounting firm). The Committee is also responsible for the oversight of the Company’s internal audit function. In fulfilling its oversight responsibilities, the Committee meets with Deloitte, internal audit and management to review accounting, auditing, internal controls and financial reporting matters. Deloitte audits the effectiveness of the Company's internal control over financial reporting and expresses its opinion thereon, in addition to auditing the annual consolidated financial statements and expressing an opinion whether those financial statements present fairly the financial position, results of operations and cash flows of the Company in conformity with accounting principles generally accepted in the United States of America.
The Committee has adopted pre-approval policies and procedures for certain audit and non-audit services and evaluated whether those pre-approved services that Deloitte provides are consistent with the SEC’s rules and regulations on auditor independence. The Committee has the authority to engage outside legal counsel and others to obtain advice and assistance as deemed necessary.
In connection with the December 31, 2020 audited consolidated financial statements, the Committee:
Reviewed and discussed with management and Deloitte the Company's audited financial statements, including discussions regarding critical accounting policies, other financial accounting and reporting principles and practices appropriate for the Company, the quality of such principles and practices, and the reasonableness of significant judgments;
Reviewed and discussed with internal audit, management and Deloitte the Company's internal control over financial reporting, including a review of management's and Deloitte’s assessments of and reports on the effectiveness of internal control over financial reporting and any significant deficiencies or material weaknesses;
Reviewed with management and legal counsel any significant legal and regulatory matters that may have had a significant impact on the Company’s financial statements;
Discussed with Deloitte the matters that are required to be discussed with the Company’s independent auditors by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC; and
Reviewed and considered the written disclosures and the letter regarding the independent auditors’ communications with the Committee concerning independence, which were received from Deloitte, as required by the applicable requirements of the PCAOB, and discussed with Deloitte its independence.
Based on the reviews and discussions above, the Committee recommended to the Board that the audited consolidated financial statements for 2020 be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 for filing with the SEC. The Committee also recommended to the Board the reappointment of Deloitte as the independent auditors of the Company for 2021. The Board approved both recommendations made by the Committee and resolved to include Deloitte’s reappointment to the Company’s shareholders for ratification at the 2021 Annual Meeting.
The Audit Committee
Dale Anne Reiss, Chair
Michael F. Horodniceanu
Michael R. Klein
Robert C. Lieber
Dennis D. Oklak
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Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee currently consists of Michael R. Klein (Chair), Peter Arkley, Raymond R. Oneglia, and Dickran M. Tevrizian, Jr. The Board has determined that each member of the Corporate Governance and Nominating Committee is an independent director, as defined by the NYSE. The duties of the Corporate Governance and Nominating Committee include the following:
Identifying individuals qualified to become directors and recommending to the full Board the persons to be nominated for election as directors;
Recommending director nominees for each committee of the Board and nominees for Chair of each committee;
Evaluating the independence of each director and so advising the Board;
Conducting a review and update, as necessary, of the Corporate Governance Guidelines and the Code of Business Conduct and Ethics;
Conducting evaluations of the performance of the Board and each committee, including a self-evaluation; and
Nominating a Lead Independent Director whose duties include presiding at executive sessions of the non-management directors.
The Corporate Governance and Nominating Committee has the authority to retain consultants or other experts as it considers necessary to assist in the performance of its duties. The Corporate Governance and Nominating Committee met four times during 2020.
We have developed Corporate Governance Guidelines and a Code of Business Conduct and Ethics to outline our commitment to carefully govern the operation of our business and compliance with applicable laws and regulations, while maintaining the highest ethical standards. The Code applies to all of our officers, directors, agents and employees, including our principal executive officer, principal financial officer and principal accounting officer. Tutor Perini’s Corporate Governance Guidelines and its Code of Business Conduct and Ethics are also available in the “Corporate Governance” subsection of our website at http://investors.tutorperini.com/corporate-governance. Interested parties may obtain printed copies of these documents by writing to or calling the Investor Relations Department of the Company at 15901 Olden Street, Sylmar, California 91342; Telephone: (818) 362-8391; e-mail: investor.relations@tutorperini.com. Any amendments to, or waivers of, the Code of Business Conduct and Ethics that apply to our executive officers or directors, including our principal executive officer, principal financial officer and principal accounting officer, will be disclosed on our website within four business days following the date of such amendment or waiver.
Compensation Committee
The Compensation Committee currently consists of Peter Arkley (Chair), Michael R. Klein and Robert C. Lieber. The Board has determined that each member of the Compensation Committee is an independent director, as defined by the NYSE, and meets the additional independence requirements of the NYSE applicable to Compensation Committee members.
The principal powers and duties of the Compensation Committee as established by the Board are as follows:
Review and approve the executive compensation programs and policies to assure they are consistent with the Company’s goals and objectives, and competitive with those of comparable firms in the construction industry;
Review and recommend to the Board compensation of directors for service on the Board and its committees;
Review and approve corporate goals and objectives relevant to the compensation of the Chairman and Chief Executive Officer (“CEO”), evaluate the CEO’s performance in light of the established goals and objectives and recommend to the independent directors of the Board the CEO’s compensation for the Board’s approval;
Pursuant to the authority delegated to it by the Board, review and approve the compensation of other executive officers taking into account such factors as it deems appropriate, including, but not limited to, the recommendations of the CEO;
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Establish, approve and certify the incentive compensation plans in effect including (i) participants in such plans; (ii) performance goals; (iii) payment, if any, of bonuses; (iv) determination of whether the form of payment will be cash, common stock, or a combination thereof; (v) interpret the provisions of the incentive compensation plans; and (vi) establish rules and regulations governing the incentive compensation plans;
Oversee administration of the Perini Corporation Pension Plan, which is currently frozen, including monitoring investments, approval of significant changes to the plan document and such other actions that the Compensation Committee deems appropriate; and
Review and approve the Compensation Discussion and Analysis prepared by management, and recommend its inclusion in the proxy statement or Form 10-K.
The Compensation Committee has the authority to retain special consultants to advise the Compensation Committee as it considers necessary. These compensation consultants report exclusively to the Compensation Committee, which has sole discretion to hire and fire the consultants and to approve their fees. The Compensation Committee retained the services of Meridian Compensation Partners, LLC (“Meridian”) in 2020 to review and provide guidance for the proxy statement and to provide other consultative services related to our compensation programs and practices. The Compensation Committee considered independence factors under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and NYSE rules and concluded that the work performed by Meridian did not give rise to any conflicts of interest.
The Compensation Committee met four times during 2020.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
We have adopted a Code of Business Conduct and Ethics for all executive officers, directors, and employees, which addresses potential conflict of interest situations, including related party transactions. Under this Code of Business Conduct and Ethics, any questions involving potential conflict of interest situations are required to be directed to our Chief Compliance Officer, and suspected violations are required to be reported to either the Chief Compliance Officer or the Chair of the Audit Committee. In addition, our Audit Committee is responsible for reviewing and evaluating potential related party transactions involving executive officers or directors and then advising the Board whether such transactions are appropriate.
The transactions described below were reviewed and approved by the Audit Committee or the full Board, as applicable, in accordance with our policies involving potential conflict of interest situations.
Amended Shareholders Agreement
Effective September 8, 2008 upon completion of the merger with Tutor-Saliba, we entered into a shareholders agreement (as subsequently amended, the “Amended Shareholders Agreement”) with Mr. Tutor, as the shareholder representative, and each of the former Tutor-Saliba shareholders who became shareholders of Tutor Perini, which provides for the following:
Mr. Tutor will be nominated for election to the Board as long as he serves as the Chief Executive Officer of Tutor Perini.
Mr. Tutor has the right to designate two nominees for election to the Board for so long as the Tutor Group owns at least 22.5% of the outstanding shares of common stock and one nominee if the Tutor Group owns less than 22.5% but at least 11.25% of the outstanding shares of common stock. Mr. Tutor elected to exercise his right to designate one nominee to the Board when, in November 2013, he designated Mr. Feltenstein for nomination and election to the Board. Accordingly, at each meeting of shareholders at which directors are to be elected, we have agreed to nominate and recommend the shareholder representative’s designee(s) and Mr. Tutor (as long as he serves as our Chief Executive Officer) for election to the Board, subject to certain limitations to comply with law, governance requirements or eligibility for listing on a securities exchange or if a nominee is deemed to be unfit to serve as a director of an NYSE-listed company or otherwise does not meet applicable eligibility criteria.
The Tutor Group has certain registration rights with respect to the shares of the common stock acquired pursuant to the merger. After March 8, 2009, Mr. Tutor, as shareholder representative, may require Tutor Perini, on up to three occasions, to register shares of common stock issued to the Tutor Group in connection with the merger for resale under the Securities Act in an underwritten offering. Additionally, if we propose to register any securities under the Securities Act, each member of the Tutor Group must receive notice of the registration and the opportunity to include
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its shares of the common stock in the registration. These “piggyback registration” rights are subject to customary conditions and limitations, including the right of the underwriters of an offering to limit the number of shares included in such registration and Tutor Perini’s right to decline a request to register shares. Tutor Perini is responsible for paying the expenses of any such registration.
Leased Property
We lease certain facilities at market lease rates from an entity indirectly owned and controlled by Mr. Tutor. Under these leases we paid $3.2 million and recognized expense of $3.2 million for the year ended December 31, 2020. Our participation in these lease agreements was reviewed and approved by the Audit Committee in accordance with the Audit Committee Charter.
O&G Joint Ventures
Mr. Oneglia is Vice Chairman of O&G Industries, Inc. The Company occasionally forms construction project joint ventures with O&G, in which O&G may provide equipment, goods or services for the projects on customary trade terms. During the year ended December 31, 2020, we had one active joint venture with O&G for projects in Los Angeles, California in which the Company’s and O&G’s joint venture interests are 75% and 25%, respectively. No payments were made to O&G by the joint venture or the Company for equipment, goods or services during 2020. Our participation in this joint venture was reviewed and approved by the full Board in accordance with the Company’s policies. See “Director Independence” for additional information.
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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF AUDITORS
Our Audit Committee has selected Deloitte, an independent registered public accounting firm, as our auditors for the year ending December 31, 2021. Although shareholder approval of the selection of Deloitte is not required by law, the Board believes that it is advisable to give shareholders an opportunity to ratify this selection. If this proposal is not approved by our shareholders at the 2021 Annual Meeting, our Audit Committee will reconsider their selection of Deloitte. Deloitte has been our independent registered public accounting firm since 2002. Representatives of Deloitte will be present at the 2021 Annual Meeting of Shareholders, will have the opportunity to make a statement, if they so desire, and will be available to answer appropriate questions.
FEES PAID TO AUDIT FIRM
During the years ended December 31, 2020 and 2019, we retained Deloitte to provide services in the following categories and amounts:
20202019
Audit Fees$4,318,955 $4,289,890 
Audit-Related Fees(1)
258,035 66,135 
Tax Fees(2)
74,200 — 
All Other Fees— — 
Total Fees$4,651,190 $4,356,025 
____________________________________________________________________________________________________
(1)Audit-related fees were primarily for assurance services and due diligence services that are not required by statute or regulation.
(2)Consists of fees for tax consulting primarily related to due diligence services.
Pre-Approval Policy for Services Provided by our Independent Registered Public Accounting Firm
The Audit Committee has established a policy to pre-approve all permissible audit and non-audit services provided by our independent registered public accounting firm consistent with applicable SEC rules. Our independent registered public accounting firm is prohibited from performing any management consulting projects. Our independent registered public accounting firm is also prohibited from providing tax consulting services relating to transactions or proposals in which the sole purpose may be tax avoidance or for which the tax treatment may not be supported by the United States Internal Revenue Code of 1986, as amended. Prior to the engagement of our independent registered public accounting firm for the next year’s audit, management submits an aggregate of services expected to be rendered during that year for each of the categories of services described above to the Audit Committee for approval. Prior to engagement, the Audit Committee pre-approves these services by category of service. The fees are budgeted by category of service and the Audit Committee receives periodic reports from management and our independent registered public accounting firm on actual fees versus the budget by category of service. During the year, circumstances may arise when it may become necessary to engage our independent registered public accounting firm for additional services not contemplated in the original pre-approval of the services. In those instances, the Audit Committee is required to provide specific pre-approval before engaging our independent registered public accounting firm.
All of the services related to the above fees were pre-approved by the Audit Committee.
The Audit Committee may delegate pre-approval authority to one or more of its members, who are required to report, for informational purposes, any pre-approval decisions to the Audit Committee at its next regularly scheduled meeting.
Board Recommendation
THE TUTOR PERINI BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS FOR TUTOR PERINI FOR THE YEAR ENDING DECEMBER 31, 2021.
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PROPOSAL 3: APPROVAL ON AN ADVISORY (NON-BINDING) BASIS OF THE COMPENSATION PAID TO TUTOR PERINI’S NAMED EXECUTIVE OFFICERS
Section 951 of the Dodd-Frank Act and Section 14A of the Securities Exchange Act of 1934, as amended, require that the Company seek an advisory (non-binding) vote from its shareholders to approve the compensation of our named executive officers (“NEOs”), as disclosed in the Compensation Discussion and Analysis (“CD&A”) and executive compensation tables of this proxy statement. We conduct this advisory vote on an annual basis and will conduct the next advisory vote following the 2021 Annual Meeting at the 2022 Annual Meeting of Shareholders.
As described in detail in the CD&A, we provide our executives with appropriate incentives to drive the success of our business. We have designed an executive compensation program that is largely performance-based, encourages executives to further the overall business strategy of the Company and aligns our NEOs’ interests with those of our shareholders. We provide compensation that is highly competitive and designed to attract and retain high-quality executives that can deliver successful results.
The vote on this resolution, commonly referred to as the “Say on Pay” resolution, is advisory and, therefore, not binding on the Company, the Compensation Committee or the Board. Although the vote is non-binding, the Compensation Committee will review the voting results in connection with its ongoing evaluation of and future decisions regarding changes and improvements to the Company’s executive compensation program.
Board Recommendation
THE TUTOR PERINI BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS SHAREHOLDERS VOTE “FOR” APPROVAL OF THE FOLLOWING RESOLUTION:
“RESOLVED, that the shareholders approve the compensation of the Named Executive Officers, as described in the CD&A, tabular disclosures and other narrative executive compensation disclosures in this proxy statement as required by the rules of the Securities and Exchange Commission.”
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EXECUTIVE OFFICERS
The following table sets forth certain information about our executive officers:
NameAgePosition
Ronald N. Tutor80Chairman of the Board and Chief Executive Officer
Gary G. Smalley62Executive Vice President and Chief Financial Officer
James A. Frost67President and Chief Operating Officer
Wendy A. Hallgren53Executive Vice President and General Counsel
For biographical summaries of Mr. Tutor and Mr. Frost, who are also directors, see section entitled “Board of Directors” under Proposal 1.
Gary G. Smalley has served as Executive Vice President and Chief Financial Officer of Tutor Perini Corporation since September 2015. Previously, he held several financial management roles during nearly 24 years with Fluor Corporation (“Fluor”), a multinational engineering and construction firm. With Fluor, he served as Senior Vice President and Controller for seven years, as Group Chief Financial Officer for one of Fluor's business segments, as Vice President of Internal Audit and in several other financial operations management roles in Australia, Chile, Mexico and the United States. Prior to joining Fluor, he held audit positions with Ernst & Young LLP and J.P. Stevens and Company. Mr. Smalley holds a Bachelor of Science in Business Administration from the University of North Carolina at Chapel Hill and a Master of Business Administration from Northwestern University. He is a Certified Public Accountant, Certified Fraud Examiner and a Chartered Global Management Accountant.
Wendy A. Hallgren has served as Executive Vice President and General Counsel of Tutor Perini Corporation since August 2018. Previously, she was the Chief Compliance Officer at Fluor from June 2004 to June 2018, where she was responsible for developing and implementing Fluor’s comprehensive compliance and ethics program. While at Fluor, she also had responsibilities relating to securities law, including chairing the company’s disclosure committee, enterprise risk management, corporate finance, trade, data privacy, corporate governance, and mergers and acquisitions. Earlier in her career, Ms. Hallgren was an associate with Gibson, Dunn and Crutcher LLP and Hogan & Hartson LLP (now Hogan Lovells). Ms. Hallgren holds a Bachelor of Arts in Government from Georgetown University and a Juris Doctor from the University of Michigan.
Our officers are elected on an annual basis at the Board of Directors’ meeting immediately preceding the Annual Meeting of Shareholders, to hold such offices until the Board of Directors’ meeting preceding the next Annual Meeting of Shareholders and until their respective successors have been duly appointed or until their earlier resignation or removal.
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COMPENSATION DISCUSSION AND ANALYSIS
EXECUTIVE SUMMARY
This section addresses executive compensation for 2020 for our NEOs: Ronald N. Tutor, Gary G. Smalley, James A. Frost, Wendy A. Hallgren and Jean J. Abiassi (who resigned from the Company as the President and CEO of the Building and Specialty Contractors Groups effective September 30, 2020). Our core compensation philosophy is based on the concept of pay-for-performance. Accordingly, our executive compensation program is predicated on providing performance-based compensation to our NEOs that can allow them to earn amounts that are greater than their base salary if they achieve financial goals that the Compensation Committee and the Board believe are critical to enhancing long-term shareholder value. The following discussion covers our executive compensation practices and the unique factors that play into these practices. We discuss the outcome of the 2020 advisory vote on our executive compensation, our shareholder communication efforts and the progress and improvements we have made on governance and executive compensation in recent years. Finally, we discuss the process the Compensation Committee follows in deciding how to compensate our NEOs and the various elements of the NEOs’ compensation for 2020.
EXECUTIVE COMPENSATION PROGRAM AND PRACTICES
WHAT WE DO:
Pay-for-Performance Philosophy – The majority of compensation for our NEOs is performance-based and is tied to our financial performance. We utilize ambitious, but achievable, performance targets to provide our executives strong incentives to meet and exceed our financial performance objectives and maximize long-term shareholder value. As a result, if achieved performance exceeds target performance goals, our NEOs’ incentive payouts may significantly exceed target payout levels. Conversely, if achieved performance does not at least meet target performance goals, our NEOs’ incentive payouts may be significantly less than target payout levels (including no payout if threshold performance goals are not met). See section entitled “Compensation Philosophy, Objectives and Risk Assessment” for further details.
Ongoing Shareholder Communication Program – We maintain an open dialogue with our institutional shareholders to understand their views about our executive compensation program and to provide the Company’s compensation perspectives. See section entitled “Shareholder Communication Program” for further details.
Benchmarking – We benchmark our NEOs’ compensation annually against our peer group comprised of publicly traded companies within the engineering and construction industry when evaluating and setting our executive compensation.
Double-Trigger Vesting Acceleration of Equity Awards in Connection with a Change-in-Control – We have implemented double-trigger vesting of equity awards in connection with a change-in-control. This means that no outstanding equity awards vest solely in connection with a change-in-control. Instead, outstanding equity awards will vest immediately upon an executive’s involuntary termination (without cause) that occurs within a specified period following the date of a change-in-control.
Stock Ownership Policy – We maintain a stock ownership policy under which the Chief Executive Officer is expected to hold stock valued at six times his base salary and the executive officers that report to the Chief Executive Officer are expected to hold stock valued at three times their base salary, to be met within five years of appointment. In addition, each of the Company’s non-management directors is expected to hold stock valued at five times the director’s annual cash retainer, within five years from the date of the director’s election to the Board. Shares owned directly or indirectly, the value of vested and unvested stock options (“SOs”) and unvested restricted stock units (“RSUs”) are counted toward the guidelines. As of the most recent measurement date, all NEOs and non-management directors were in compliance with these policies.
Stock Retention Policy – NEOs, as well as non-management directors and certain other executives designated by the Compensation Committee, are required to maintain ownership of at least 75% of net shares acquired through grants of equity-based compensation until they are no longer with the Company. As of the most recent measurement date, all NEOs, non-management directors and other executives so designated by the Compensation Committee were in compliance with this policy.
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Clawback Policy – We maintain a clawback policy under which the Company may recoup paid short- and long-term incentive awards that are based on financial statements that are later subject to restatement, in specific circumstances.
Mitigation of Undue Risk – Our compensation program has provisions to mitigate undue risk, including caps on the maximum level of payouts, stock ownership and retention policies, and a clawback policy. Risk identification and mitigation processes established by management and our Board’s oversight of these processes also serve to deter unacceptable risk taking. After considering these policies and processes, we do not believe that our compensation program creates risks that are reasonably likely to have a material adverse impact on the Company.
Independent Compensation Consultant – The Compensation Committee works on an as-needed basis with an independent compensation consultant on director and executive compensation-related matters. This consultant reports directly to the Compensation Committee and provides no other services to Tutor Perini.
WHAT WE DON’T DO:
No Dividends Paid on Unvested Equity Awards – Our Incentive Compensation Plan prohibits the payment of dividends on any unvested equity awards (for both time-based and performance-based awards).
No Change-In-Control Excise Tax Gross-Ups – The Company has no agreements or plans in place that would provide Section 280G excise tax gross-ups to any NEO, and the Company will not enter into any new agreements or plans that would provide such gross-ups.
No Repricing of Underwater Stock Options (without Stockholder Approval) – The Company will not reduce the exercise price of outstanding options or stock appreciation rights or cancel underwater options or stock appreciation rights in exchange for cash or another award without shareholder approval.
No Permitted Hedging, Short Sales or Derivative Transactions in Company Stock – Our Insider Trading Policy prohibits all insiders from engaging in hedging transactions in the Company’s securities.
2020 Advisory Vote on Executive Compensation
At our 2020 Annual Meeting of Shareholders, less than a majority of the votes cast supported the executive compensation of our NEOs. The Company and the Compensation Committee considered this voting result in assessing whether there was a need for further modification or enhancement of our executive compensation program and related governance policies. While the Company and the Compensation Committee generally believe that our existing executive compensation program properly encourages and rewards the achievement of financial results that promote long-term shareholder value creation, we believe the significant steps we have taken in recent years are responsive to many of the concerns that have been expressed by our shareholders. Further details are discussed below.
Shareholder Communication Program
Since 2012, we have conducted an active and ongoing shareholder communication program to maintain an open dialogue with our institutional shareholders to understand their views and concerns regarding our executive compensation program. Our shareholder communication program is also intended to educate our shareholders regarding the Company’s unique evolution, history and position in its industry, and the relative lack of comparability between Tutor Perini and other public companies in terms of its size, industry focus and operations. Our shareholder communication program has included productive discussions regarding certain policy changes the Company has implemented previously in light of its history with advisory votes on executive compensation. Topics discussed with shareholders in recent years have included the level of CEO compensation, our compensation disclosures, equity award vesting periods, performance-based vesting criteria and metrics, board and committee composition, share pledging, voting standards for director elections, talent management and succession planning. The
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participants of our shareholder communication team have included our Chief Financial Officer, our Vice President of Investor Relations and, occasionally, the Chair of our Compensation Committee. Over the past two years, major shareholders have expressed significantly fewer concerns relative to earlier years about our executive compensation program. Shareholder concerns have lessened due to a number of factors, including (i) the improvements made to our executive compensation program in recent years and (ii) our strong financial performance, including our record operating cash flow in three of the past four years. We intend to continue our shareholder communication program in the future to facilitate shareholder input into the Company’s compensation philosophy.
Actions Taken Based on Shareholder and Proxy Advisor Feedback
The following table summarizes various concerns that have been expressed by shareholders in recent years and how we have addressed them:
ConcernHow We Have Been Responsive
1.Level of total CEO compensation
Since 2017, our proxy statements have included, enhanced disclosures regarding Mr. Tutor’s significant value to the Company, the Company’s historical private company heritage and the key differences between Mr. Tutor and other CEOs in our industry (see section entitled “Unique Factors Play into our Executive Compensation Decisions and Practices”) to help explain his level of compensation. Furthermore, Mr. Tutor’s base salary has remained unchanged since 2015.
Mr. Tutor received a payout at 172% of target for his 2020 annual incentive (bonus) primarily because the Company delivered strong results for the year, with pre-tax income, operating cash and safety results that were all above target (see section entitled “Annual Incentive Compensation”). However, from 2018 through 2020, Mr. Tutor forfeited a total of approximately $8.9 million of unearned bonus and equity incentives (see section entitled “Forfeitures of Unearned Equity and Annual Incentive Awards”). In addition, Mr. Tutor’s total realized compensation over the last three years (see section entitled “Total Realized Compensation”) was $14.4 million less than his total compensation as required to be reported in the proxy on the Summary Compensation Table.

2.Inclusion of private companies and U.S. subsidiaries of foreign parents in peer group
Beginning in 2018, the Company’s peer group includes only publicly traded companies within the engineering and construction industry.
3.Lack of diversity in short-term incentive compensation performance metricsBeginning in 2017, the Compensation Committee implemented a multi-faceted annual incentive compensation program with payout tied to: (i) pre-tax income (50% weighting); (ii) operating cash flow (30%); (iii) safety (10%); and (iv) individual performance (10%). The addition of the operating cash flow metric, in particular, has had a positive incentivizing effect that has helped the Company achieve record operating cash flow results that exceeded budgeted consolidated net income in 2017, 2019 and 2020.
4.Lack of relative metrics in long‑term incentive compensation program
All performance‑based long‑term incentive awards granted since 2017 have included a relative total shareholder return (“TSR”) performance metric.
5.Short (one-year) performance periods for most long-term incentive compensation awards
In 2017, the Compensation Committee implemented a policy to cease utilizing one-year performance periods for future long-term incentive awards with limited exceptions that are subject to approval by the Compensation Committee.
6.Need for a minimum vesting period for equity awardsIn 2017, the Compensation Committee implemented an Incentive Compensation Plan that, consistent with the current plan, includes a one-year minimum vesting period for employee equity awards and a three-year minimum vesting period for time‑based restricted stock and RSU awards that applies to 95% of shares reserved under the plan.
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ConcernHow We Have Been Responsive
7.Gap between CEO and other NEO maximum annual bonus opportunitiesBeginning in 2017, the Compensation Committee increased the other NEOs’ maximum annual incentive opportunity at 150% of target, while Mr. Tutor has been eligible to earn a maximum payout of 200% of target. Providing above-target maximum payouts to NEOs is common practice among companies in our peer group and helps to incentivize stretch performance. Maximum payouts that are above target can only occur in cases where performance is above target.
8.Share pledgingIn 2017, the Company implemented a policy that limits any share pledging by NEOs and non-management directors to no more than 30% of the shares owned by the pledgor. Mr. Tutor’s and Mr. Frost’s pre-existing share pledges were “grandfathered” and therefore are not subject to the 30% limit. Mr. Tutor no longer has any pledged shares. Aside from Mr. Frost, no other NEO or non-management director currently has any pledged shares.
ESTABLISHING EXECUTIVE COMPENSATION
Compensation Philosophy, Objectives and Risk Assessment
Our executive compensation program is built upon the philosophy of “pay-for-performance” and is intended to:
Link executive compensation to the execution of our business strategy. The Company’s executive compensation program incentivizes and rewards progress toward the achievement of strategic business goals. The Company has a substantial volume of large prospective infrastructure project opportunities that are expected to be bid and awarded over the next 18 months, which could result in significant backlog growth as soon as the second half of 2021. With continued strong execution on projects in backlog and improved financial performance, key employees can earn higher performance-based incentive compensation payouts that could be further enhanced in some cases if the Company’s market valuation also improves.
Provide compensation that is highly competitive. The Company’s executive compensation program provides a highly competitive pay package to attract and retain the most qualified executive talent with the ability to secure, manage and successfully execute profitable projects. Generally, for each NEO, we set total target compensation (i.e., the sum of base salary, target annual incentive compensation and target long-term incentive compensation) that is in or near the upper quartile relative to our compensation peer group. In addition, we may set an NEO’s total target compensation at the top end of our compensation peer group to appropriately reflect an NEO’s extraordinary performance and value to the Company.

The need to provide highly competitive pay packages has never been greater and the stakes have never been higher for the Company. The Company and its industry remain at a critical point for attracting and retaining top executive talent. We believe there is substantial pent-up demand following decades of underinvestment in infrastructure, with strong bipartisan support and an increased likelihood for the enactment of a large new federal infrastructure investment program that should support significantly increased long-term infrastructure spending, particularly at the state and local government levels. Given this backdrop and the strong demand we continue to experience, we anticipate an extraordinary period of even greater demand driven by large complex civil projects over at least the next several years. Therefore, it is critically important that we maintain an executive compensation program that is competitively attractive and rewarding to our key executives and prospective new executives.
Link a significant portion of pay to performance-based outcomes. The Company expects superior performance in return for superior compensation. Our executive compensation program rewards executives when performance results meet or exceed pre-determined targets. The Compensation Committee believes that compensation paid to executives should be closely aligned with the performance of the Company relative to these targets. As detailed below in the section entitled “Elements of Compensation,” the majority of the aggregate total target compensation of our NEOs for 2020 was performance-based, or at risk, and approximately 70% of our Chief Executive Officer’s 2020 total target compensation was performance-based.
Align the interests of NEOs with those of our shareholders. Our executive compensation program aligns the interests of our NEOs’ with those of our shareholders. We achieve this alignment through several means, including (i) granting long-term equity compensation, (ii) requiring our NEOs to maintain a meaningful level of stock ownership
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and (iii) requiring our NEOs to retain at least 75% of net shares acquired under their equity awards until they are no longer with the Company. 
The Compensation Committee reviews the Company's compensation philosophy and objectives each year to determine if revisions are necessary in light of market conditions, the Company's strategic goals or other relevant factors. As detailed earlier in this CD&A, the Compensation Committee has made significant improvements to our executive compensation program over the last several years in response to shareholder feedback and the Company has also worked with the Board to effect certain governance improvements.

Pay Mix
We do not target a specific mix of pay for our executive officers. We set base salary, annual incentive and long-term incentive compensation opportunities, and target total compensation annually in light of our evaluation of competitive market factors. Concurrent with that process, we review pay levels for peer company executives, and each executive officer’s performance and experience. This process provides guidelines for establishing an appropriate mix of short-term versus long-term incentive compensation for our executives. All of our short-term incentive compensation is performance-based (with the exception of occasional incentives provided for the recruitment of key executives or for special recognition purposes, as approved by the Compensation Committee) and more than half of our aggregate long-term incentive compensation over the past five years has been performance-based. These significant portions of at risk pay reinforce the alignment of our executive officers with our shareholders.
In recognition of the cyclicality and variability of the construction industry, we believe that compensation focusing on both variable short-term and long-term corporate goals is appropriate for Tutor Perini and supported by our shareholders. This incentive approach provides greater rewards for higher performance and has been effective in retaining and motivating our highest-performing key executive talent. As a result, our compensation practices for our NEOs have a significant focus on annual “variable pay” incentive awards. Long-term incentive awards have periodically been granted to select executives when the Compensation Committee has determined an award to be appropriate based upon the Company’s strategic goals, an executive’s superior performance and the value of the executive to the Company. Importantly, more than half of the aggregate grant date value of long-term incentive equity granted to our NEOs during the past five years has been performance-based.
Risk Assessment

Each year, management and the Compensation Committee review our employee compensation policies, including the incentive compensation we provide to our NEOs annually in relation to market data for our peer group, including evaluating the mix of compensation elements, performance metrics and targets, and risk management practices. Based on this review, the Company and the Compensation Committee concluded that our compensation programs are designed to appropriately align compensation with our business strategy and do not encourage behavior that could create material adverse risks to the Company. The review identified several risk mitigating factors, such as capped incentive payouts, clawback provisions and independent Compensation Committee oversight of compensation plans. Additionally, the review identified a clearly articulated philosophy and peer group, use of competitive market data, and an effective use of cash and strategic equity grants that all contribute to a balanced pay program.
Role of the Compensation Committee and Management in Setting NEO Compensation
To execute the executive compensation strategy, the Compensation Committee works with management to determine compensation for the NEOs. The Compensation Committee believes that the CEO is best positioned to evaluate the performance of our other NEOs. Accordingly, the Compensation Committee works closely with Mr. Tutor in establishing the compensation of our other NEOs. The CEO reviews performance of the executive officers and based on his assessment makes recommendations to the Compensation Committee for approval of their base salary levels and the metrics and targets for both annual incentive compensation and long-term incentive equity awards.
The Compensation Committee also reviews the CEO’s performance and, based on his performance, makes recommendations regarding CEO compensation to the independent directors of the Board for approval. Additionally, the Compensation Committee reviews available competitive external market data. As part of this process, the Compensation Committee also receives regular independent advice and recommendations on executive compensation matters from Meridian.

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The Compensation Committee, at its regularly scheduled March meeting, reviews and approves the annual incentive compensation performance targets, as well as our long-term equity award performance targets for awards granted in that year to executive officers. The Compensation Committee, also at this time, reviews performance against the plan provisions and associated expense implications of the annual incentive compensation amounts earned for the previous year, retaining discretion as to the final incentive compensation paid for all executive officers, other than the CEO. For the CEO, the Compensation Committee recommends, and the independent members of the Board of Directors subsequently approve, his incentive compensation payout. The Compensation Committee may set salary for the CEO and approve cash incentive awards and equity awards for executive officers at other times to reflect promotions, new hires or other special circumstances.
Unique Factors Play into our Executive Compensation Decisions and Practices
Since the 2008 merger of Tutor-Saliba and Perini, which created Tutor Perini, Mr. Tutor has been a key driving force—both strategically and operationally—behind the Company’s growth and evolution into a stronger, vertically integrated and broader geographic player in the market. Mr. Tutor led the transformation of the Company from a firm primarily involved in lower-margin building work to one that today boasts a broad nationwide footprint with a large component of higher-margin civil projects. Amid strong public support for infrastructure spending, many state and local jurisdictions, as well as the federal government, have enacted, or are in the process of enacting, significant long-term funding programs aimed at addressing infrastructure needs. As a result, despite temporary negative impacts from the COVID-19 pandemic that caused delays in certain project bids and awards, we now see a substantially increased level of bidding activity in the near future for large civil projects and anticipate an even greater level of demand for our services over the next several years. Consequently, we believe that the significant volume of higher-margin civil projects, both in our current backlog and in prospective projects yet to be bid and awarded to us, will drive our earnings growth, higher profit margins and increased cash flows over the coming years. Mr. Tutor has also successfully led and navigated the Company through the COVID-19 pandemic, enabling the Company to achieve strong financial results in 2020.
The Company’s unique history (in particular the private company legacy of Tutor-Saliba, a heavy civil and building construction company that Mr. Tutor owned, operated and grew over several decades) and evolution since the merger have had a substantial impact on the Company’s executive compensation practices. Mr. Tutor’s value to the Company is significant and his level of compensation reflects, in part, his high retention value, which is particularly important today given the current environment of strong support for infrastructure spending and expected additional large civil project opportunities.
Mr. Tutor has a high degree of direct involvement in strategic planning and decisions, and an in-depth knowledge and involvement in many operational activities, from project selection and bid preparation to day-to-day customer relationship management and oversight of many of the Company’s largest, most complex projects. He also plays an instrumental role in navigating and negotiating the resolution of litigation and other disputes. Mr. Tutor’s level of direct involvement in all of these functions is unique among CEOs in our industry. All of the above factors were considered by the Compensation Committee in its determination as to the appropriateness of Mr. Tutor’s compensation.
Tutor Perini is a construction services company that competes with many other public and private companies for projects and for executive talent. Our closest competitors for projects are primarily large privately held firms or U.S. subsidiaries of foreign parent firms, whose focus and revenues stem largely from construction services and less from design and engineering services. In contrast, the revenues of many of the larger publicly traded companies with which we sometimes compete are primarily derived from consulting, design, architecture and engineering services, rather than construction services.
Our Board and executive management have found through extensive succession planning activities that overall executive compensation levels at privately held and U.S. subsidiary competitors tend to be higher when compared to compensation levels at our publicly traded peers. The Board believes Mr. Tutor’s compensation is comparable to the compensation of CEOs at non-public industry peers and knows that it is significantly lower than his compensation under the Company’s predecessor, Tutor-Saliba. 
Peer Group Comparisons
In 2020, the Compensation Committee utilized publicly available compensation data derived from the Company’s compensation peer group to assess the relative competitiveness of each NEO’s total target compensation and each component of compensation (i.e., base salary, annual incentive compensation and long-term incentive compensation). Market data is one of several factors that the Compensation Committee used to set each NEO’s 2020 compensation. Other factors included individual and corporate performance, as well as the inherent value to the Company that each NEO brings in performing his/her roles and responsibilities.
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Each year, the Compensation Committee reviews the Company’s compensation peer group to ensure that it continues to be appropriate for analyzing and determining executive compensation for the Company. The Compensation Committee assessed the 2019 peer group companies against the following criteria used to identify appropriate peer companies: industry, revenue and market capitalization. Based on this review and evaluation, the Compensation Committee concluded that the 2019 peer group companies would constitute the 2020 peer group (listed below), except for the removal of McDermott International, Inc. which declared bankruptcy in 2020 and was delisted from the NYSE. The Compensation Committee believes that the 2020 peer group represents an industry-focused group of companies with which Tutor Perini competes for projects and executive talent. Furthermore, the Compensation Committee believes that this peer group provides a better representation of the competition that influences the Company’s compensation decisions compared to other peer groups selected and used by proxy advisory firms that consider peer companies across a wider spectrum of industries.
The following table shows the companies included in the Company’s 2020 peer group:
2020 Peer Group
AECOMJacobs Engineering Group, Inc.
Dycom Industries, Inc.KBR, Inc.
EMCOR Group, Inc. Quanta Services, Inc.
Fluor CorporationTetra Tech, Inc.
Granite Construction, Inc.
The Compensation Committee evaluated the Company’s peer group in March of 2021 and approved the addition of the following companies for the 2021 peer group in order to expand it to a larger, more representative group: MasTec, Inc., MYR Group Inc., Primoris Services Corporation and Comfort Systems USA, Inc.
Elements of Compensation
The primary elements of compensation provided to each NEO are base salary, annual incentive compensation and long-term incentive, each of which is discussed below.
Base Salary
Base salary is the sole fixed component of our NEOs’ total target compensation. We provide base salaries that are highly competitive to retain our NEOs and to compensate them for their service to the Company. The Compensation Committee sets base salary levels based on a number of considerations including market data derived from the peer group, individual and corporate performance, and the inherent value to the Company of each NEO’s roles and responsibilities.
Annual Incentive Compensation
The Compensation Committee believes that providing meaningful performance-based cash compensation provides executives with an incentive to achieve the Company’s strategic goals. To provide appropriate incentives to our current NEOs, generally 45% to 60% of their target annual cash compensation (base salary and target annual incentive compensation) is comprised of an annual incentive opportunity that is paid only if the Company achieves pre-established performance goals set by the Compensation Committee.
For the 2020 annual incentive compensation program, the Compensation Committee approved the following four performance metrics (with respective weightings indicated): pre-tax income (50%); operating cash flow (30%); safety (10%); and individual performance (10%). These metrics were chosen because: 1) pre-tax income is tracked closely at the project level and is very useful for measuring profitability across the Company’s projects and business units; 2) operating cash flow is a very important financial metric to the Company and its shareholders and consistent, strong cash generation can significantly enhance the Company’s share-price valuation; 3) implementation of a safety metric is aligned with the Company’s goal to promote workplace safety and reduce insurance-related costs; and 4) an individual performance metric provides the Compensation Committee with latitude to appropriately reward NEOs based on each of their specific contributions to the Company’s operating and strategic performance. The Company and the Compensation Committee believe that a focus on maximizing these metrics best promotes shareholder value creation over the long term and helps us achieve our business plan objectives. The operating cash flow metric, in particular, has had a positive incentivizing effect that has helped enable the Company to achieve record operating cash flow results that exceeded budgeted consolidated net income in 2017, 2019 and 2020.
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The Compensation Committee established a target annual incentive opportunity for each NEO, stated as a percentage of each NEO’s base salary. The annual incentive for each metric was only payable to the extent the Company achieved threshold performance goals established by the Compensation Committee at the beginning of the performance period.
The following table presents the 2020 threshold, target and maximum performance goals for each performance metric.
2020 Performance Ranges
(dollars in thousands)ThresholdTargetMaximum
Pre-tax income80%$147,568 100%$184,460 120%$221,352 
Cash flow from operations80%$107,725 100%$134,656 120%$161,587 
Safety(1)
80%4.32 100%3.60 120%2.88 
Individual performance(2)
  n.a.n.a.    n.a.n.a.     n.a.n.a.
____________________________________________________________________________________________________
(1)The target metric for safety is the OSHA Recordable Incident Rate.
(2)Individual performance is a discretionary metric that considers factors such as the NEO’s contribution to overall Company performance, cultural and operational improvements, and talent development and succession planning. 
The following table presents the 2020 threshold, target and maximum incentive compensation opportunities as a percentage of each executive’s base salary and the payouts associated with each level of achievement. The percentage bonus opportunities for our NEOs remained unchanged from 2019 levels. Pursuant to the terms of his employment offer letter, Mr. Abiassi received $583,333 of a guaranteed bonus payment for 2020, was not eligible for annual incentive compensation in 2020 and, therefore, is not included in the below table.
2020 Annual Incentive Compensation Payout Ranges
ThresholdTargetMaximum
Base SalaryPayoutBase SalaryPayoutBase SalaryPayout
Ronald N. Tutor
Pre-tax income50 %$875,000 75 %$1,312,500 150 %$2,625,000 
Cash flow from operations30 %525,000 45 %787,500 90 %1,575,000 
Safety10 %175,000 15 %262,500 30 %525,000 
Individual performance— %— 15 %262,500 30 %525,000 
Total90 %$1,575,000 150 %$2,625,000 300 %$5,250,000 
Gary G. Smalley
Pre-tax income40 %$390,000 50 %$487,500 75 %$731,250 
Cash flow from operations24 %234,000 30 %292,500 45 %438,750 
Safety%78,000 10 %97,500 15 %146,250 
Individual performance— %— 10 %97,500 15 %146,250 
Total72 %$702,000 100 %$975,000 150 %$1,462,500 
James A. Frost
Pre-tax income40 %$400,000 50 %$500,000 75 %$750,000 
Cash flow from operations24 %240,000 30 %300,000 45 %450,000 
Safety%80,000 10 %100,000 15 %150,000 
Individual performance— %— 10 %100,000 15 %150,000 
Total72 %$720,000 100 %$1,000,000 150 %$1,500,000 
Wendy A. Hallgren
Pre-tax income30 %$240,000 38 %$300,000 57 %$450,000 
Cash flow from operations18 %144,000 23 %180,000 34 %270,000 
Safety%48,000 %60,000 11 %90,000 
Individual performance— %— %60,000 11 %90,000 
Total54 %$432,000 75 %$600,000 113 %$900,000 
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The following table presents the actual performance achievements and payout amounts for our NEOs’ annual incentive compensation for 2020. These annual incentives were earned in 2020 and paid in March 2021.
2020 Annual Incentive Compensation Payout
Metric
Actual Achievement
(dollars in thousands)
Ronald N.
Tutor
Gary G.
Smalley
James A.
Frost
Wendy A. Hallgren
Pre-tax income
$200,617 
(1)
108.8 %$1,887,323 $594,253 $609,490 $365,694 
Cash flow from operations$172,772 128.3 %1,575,000 438,750 450,000 270,000 
Safety1.75 151.4 %525,000 146,250 150,000 90,000 
Individual performanceVarious
(2)
Various
(2)
525,000 146,250 150,000 90,000 
Total Payout$4,512,323 $1,325,503 $1,359,490 $815,694 
____________________________________________________________________________________________________
(1)Excludes $26.3 million of certain COVID-19 impacts and other project-specific adjustments in 2020, as approved by the Compensation Committee and the independent members of the Board of Directors.
(2)Achievement for NEOs other than the CEO is determined based on an assessment by the CEO and approved by the Compensation Committee. For the CEO, achievement is based on an assessment by the Compensation Committee and subsequent approval by the independent directors of the Board. Factors considered for determining the final individual performance rating for the NEOs included an assessment of each NEO’s contribution to: the overall performance of the Company in 2020 (e.g., meeting earnings and operating cash flow goals for the year, progress made in resolving claims and unapproved change orders in light of the significant challenges presented by the COVID-19 pandemic, and the corresponding impact on operating cash flow generation, and contributions to drive improvement in the Company’s share price); cultural and operational improvements (including leadership); and talent development and succession planning.
Long-Term Incentives
Awards of long-term incentives have played a significant role in our executive compensation program. Historically, the Compensation Committee has granted periodic equity awards to certain key executives based upon the Company’s strategic goals, the executive’s performance and retention considerations. Not all executives receive equity awards. During 2020, Mr. Tutor and Mr. Smalley were each granted equity awards, some of which were granted under previously approved employment agreements.
Equity awards granted in 2020 included time-based and performance-based RSUs and SOs. RSUs give the holder the right to exchange their stock units for shares of the Company’s common stock on a one-for-one basis upon vesting. SOs give the holder the right to purchase shares of the Company’s common stock subsequent to the vesting date at a defined exercise price, which must equal or exceed the fair value of the Company’s common stock on the award date.
2020 Time-Based Equity Awards Granted to Mr. Smalley
In 2020, the Compensation Committee approved the grant of time-based RSUs and SOs to Mr. Smalley, as described in the below table. Time-based equity awards vest in full on the third anniversary of the date of grant subject to Mr. Smalley’s continued employment.
Named Executive OfficerTypeGrant DateVesting DateNumber of Units
Gary G. Smalley
   RSU(1)
11/11/202011/11/202345,000 
Gary G. SmalleySO11/11/202011/11/202345,000 
___________________________________________________________________________________________________
(1)As an inducement to retain Mr. Smalley, his 2020 grant of time-based RSUs provided a guaranteed price floor of $20.00 per share, such that if the Company’s stock price is less than $20.00 per share on the settlement date, a payment in cash or shares, at the option of the Company, will be made to Mr. Smalley for the difference between the stock price on the settlement date and $20.00.
27


2020 Performance-Based Equity Awards Granted to Mr. Tutor and Mr. Smalley

In 2020, the Compensation Committee approved the grant of performance-based RSUs and SOs to Mr. Tutor and Mr. Smalley, as described in the below table. The awards vest based on the Company’s relative TSR over the applicable performance period as compared to the Company’s compensation peer group. For SOs, the achievement of a specified performance level results in the vesting of a corresponding number of options which may be exercised over the remaining contractual life.
Performance Ranges and Payouts
ThresholdTargetMaximum
Named Executive OfficerTypeGrant DateMetric
Achievement
Level
Award
Payout
Achievement
Level
Award
Payout
Achievement
Level
Award
Payout
Ronald N. TutorRSU1/18/20202-Year Relative Total Shareholder Return30th
percentile
18,750 50th
percentile
75,000 80th
percentile
187,500 
Ronald N. TutorSO1/18/20202-Year Relative Total Shareholder Return30th
percentile
18,750 50th
percentile
75,000 80th
percentile
187,500 
Gary G. SmalleyRSU11/11/20203-Year Relative Total Shareholder Return30th
percentile
11,250 50th
percentile
45,000 70th
percentile
67,500 
Gary G. SmalleySO11/11/20203-Year Relative Total Shareholder Return30th
percentile
11,250 50th
percentile
45,000 70th
percentile
67,500 
2020 Performance-Based Equity Award Vesting Results and Payouts
In accordance with our pay-for-performance philosophy, prior year performance-based equity grants were forfeited or paid out below-target for our NEOs. The following table describes the results and payouts of performance-based equity awards granted in prior years with vesting dates in 2020.
Named Executive OfficerTypeVesting Date
Metric(1)
Target AwardActual Achievement LevelPercent Payout (as a % of Target)Award Payout
Ronald N. TutorRSU12/31/20202-Year Relative Total Shareholder Return75,000 30th percentile25%18,750 
Ronald N. TutorSO12/31/20202-Year Relative Total Shareholder Return75,000 30th percentile25%18,750 
Gary G. SmalleyRSU9/5/20203-Year Relative Total Shareholder Return112,500 < 30th percentile—%— 
Gary G. SmalleySO9/5/20203-Year Relative Total Shareholder Return112,500 < 30th percentile—%— 
____________________________________________________________________________________________________
(1)Based the Company’s relative TSR over the applicable performance period as compared to the Company’s compensation peer group at the time of grant.
Equity Compensation Plan Information for 2020
As of December 31, 2020, the Company’s share-based compensation plan had outstanding securities and securities available to be awarded, as follows:
Plan CategoryNumber of securities
to be issued upon
exercise of outstanding
stock options and restricted
stock units
Weighted-average
exercise price
of outstanding
stock options
Remaining securities
available to be awarded
under share-based
compensation plan
Equity Compensation Plans Approved by Security Holders3,310,265 $20.13 1,539,172 
Equity Compensation Plans Not Approved by Security Holders— — — 
Total3,310,265 $20.13 1,539,172 
Retirement Benefits
Tutor Perini does not provide additional retirement benefits to executive officers beyond those offered to all full-time employees.
28


Perquisites
We provide certain perquisites to our executives because of the demand on time and travel, as well as security and productivity considerations, required in their leadership and management of multiple business units across dispersed geographic locations. The perquisites afforded to our NEOs include vehicle usage and allowances, insurance policy coverage, relocation expense reimbursement and relocation-related benefits. Additionally, Mr. Tutor and Mr. Frost are allowed limited personal use of Company aircraft, per the terms of their employment agreements.
Tax Implications
The Compensation Committee reviewed and considered the deductibility of executive compensation under Section 162(m), which prohibits deduction of compensation in excess of $1,000,000 that is paid to certain covered employees, except for certain compensation payable pursuant to written binding contracts in effect as of November 2, 2017 that are not materially modified after such date. We believe that the primary goals of our executive compensation program are to attract and retain valued and important executive officers, to align our executives’ interests with the corporate goals and objectives important to our shareholders, to motivate our executives to achieve these goals and to fairly reward our executives for achieving these goals. Accordingly, the deductibility of executive compensation, while important, is not a determining factor in structuring our program. Therefore, the Compensation Committee has approved, and expects in the future to continue to approve, certain payments of compensation to our executive officers that are not tax deductible.
Anti-Hedging Policy
Under our Insider Trading Policy, no insider may sell any securities of the Company that are not owned by such individual at the time of the sale. Furthermore, no insider may buy, sell, or enter into puts, calls, zero-cost dollars, forward sales contracts, other derivative securities, or other hedging or monetization transactions of the Company at any time. Executive officers, non-management directors and certain key employees are included as insiders under this policy. The Company does not maintain a policy that broadly prohibits all employees from engaging in hedging transactions.
29


FORFEITURES OF UNEARNED PERFORMANCE-BASED AWARDS
The Company’s pay-for performance philosophy is fully reflected in our annual and long-term incentive programs under which payout levels are directly aligned with achieved performance against predetermined metrics.

For performance years 2019 and 2018, our annual incentive program paid our NEOs less than their respective target payouts because achieved performance was below target performance goals set for each annual performance metric.

For the performance cycles ending in 2020, 2019 and 2018, respectively, Mr. Tutor and Mr. Smalley forfeited a portion of their long-term performance-based equity incentive compensation because the Company achieved performance that was below target performance goals (Mr. Smalley did not receive a grant with a performance cycle ending in 2019). Despite the forfeiture of performance-based equity incentive awards, these awards are still reported in the Company’s Summary Compensation Table (“SCT”) at their grant date fair value.

The table below summarizes the dollar value of target annual incentive awards and target long-term performance-based equity incentive compensation forfeited by Mr. Tutor and Mr. Smalley. However, the table does not include Mr. Abiassi, who was not eligible for annual incentive compensation and did not receive any performance-based long-term equity awards.
Forfeitures of Unearned Performance-Based Awards
Annual Incentive(1)
Long-Term Equity Incentive(2)
Total
Ronald N. Tutor
2020$— $1,847,193 $1,847,193 
20191,312,500 2,634,801 3,947,301 
20181,193,026 1,893,653 3,086,679 
Total Forfeited$2,505,526 $6,375,647 $8,881,173 
Gary G. Smalley
2020$— $4,084,925 $4,084,925 
2019475,000 — 475,000 
2018373,057 63,460 436,517 
Total Forfeited$848,057 $4,148,385 $4,996,442 
James A. Frost
2020$— $— $— 
2019525,000 — 525,000 
2018392,692 — 392,692 
Total Forfeited$917,692 $— $917,692 
Wendy A. Hallgren
2020$— $— $— 
2019285,469 — 285,469 
2018— — — 
Total Forfeited$285,469 $— $285,469 
___________________________________________________________________________________________________
(1)Represents the unearned portion of target compensation for each performance metric.
(2)Represents the grant date fair value of the unearned portion of long-term performance-based equity incentive awards.
30


CEO TOTAL REALIZED COMPENSATION COMPARED TO PROXY-REQUIRED DISCLOSURES
Most of our NEOs’ total realized compensation over the past three years (see section entitled Total Realized Compensation for a description of the elements included in realized compensation) was significantly lower than their reported compensation in the SCT. For 2020, Mr. Tutor’s total realized compensation was $3.8 million less than his total compensation reported in the SCT. This was primarily due to timing differences (earned versus payout dates) associated with annual incentive compensation awards. Furthermore, Mr. Tutor’s aggregate total realized compensation from 2018 through 2020 was $14.4 million less than the aggregate total compensation reported in the SCT for the same three-year period. This was primarily due to forfeitures of certain unearned equity awards and timing differences (grant dates versus payout dates) associated with certain equity awards. The substantial amount of unrealized compensation further reinforces the notion that our executive compensation is aligned with performance relative to high expectations.

The following charts compare Mr. Tutor’s total realized compensation and total compensation reported in the SCT for 2020, as well as on an aggregate basis for the period from 2018 to 2020.
chart-3ee77e0754de47268851.jpg
chart-7458354a82684769ad71.jpg

31


REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis (“CD&A”) contained in this proxy statement with management. Based on the aforementioned review and discussion, the Compensation Committee has recommended to the Board, and the Board has approved, that the CD&A be included in the Company’s 2021 proxy statement for filing with the SEC.
The Compensation Committee
Peter Arkley, Chair
Michael R. Klein
Robert C. Lieber
32


EXECUTIVE COMPENSATION
Summary Compensation Table
The table below summarizes the total compensation earned by or granted to each of our NEOs for the years ended December 31, 2020, 2019 and 2018.
(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)
Name and
Principal
Position
Year
Salary
   ($)(1)
Bonus
   ($)(2)
Stock
Awards
   ($)(3)
Option
Awards
   ($)(4)
Non-Equity
Incentive Plan
Compensation
   ($)(5)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
All Other
Compensation
   ($)(6)
Total
   ($)(7)
Ronald N. Tutor 
Chairman and CEO
20201,750,000 — 1,044,450 295,650 4,512,323 — 553,626 8,156,049 
20191,750,000 — 1,860,088 602,836 1,722,394 — 1,301,077 7,236,395 
20181,750,000 1,250,000 12,031,403 
(8)
5,389,010 
(8)
1,694,474 — 1,377,411 23,492,298 
(8)
Gary G. Smalley
Executive Vice President and CFO
2020953,439 250,000 1,913,485 969,954 1,325,503 — 74,250 5,486,631 
2019950,000 — 1,568,378 745,671 537,296 — 49,670 3,851,015 
2018950,000 — 1,795,397 888,273 648,193 — 51,976 4,333,839 
James A. Frost
President and COO
20201,000,000 — — — 1,359,490 — 171,527 2,531,017 
20191,000,000 — — — 528,075 — 237,530 1,765,605 
20181,000,000 — 1,853,269 968,504 657,308 — 352,103 4,831,184 
Wendy A. Hallgren
Executive Vice President and General Counsel
2020735,312 — — — 815,694 — 30,763 1,581,769 
2019678,125 231,932 1,108,500 280,000 287,141 — 199,241 2,784,939 
2018263,447 158,068 — — — — 39,317 460,832 
Jean J. Abiassi
Former President and CEO, Building and Specialty Contractors Groups (through September 30, 2020)
2020686,959 583,333 — — — — 318,875 1,589,167 
2019291,667 791,667 3,156,000 — — — 116,372 4,355,706 
___________________________________________________________________________________________________
(1)The Compensation Committee approved a salary increase for Mr. Smalley to $975,000 effective November 11, 2020. Ms. Hallgren joined the Company on August 5, 2018 as Executive Vice President and General Counsel. Her initial base salary was set at $650,000 and, as approved by the Compensation Committee, her base salary was increased to $725,000 effective August 16, 2019 and to $800,000 effective November 11, 2020.
(2)The amounts in column (d) represent the following: for Mr. Tutor, the final $1.25 million payment in 2018 of his bonus in consideration of his contributions to the succession planning process, including identifying possible CEO successors, broadening the leadership team and skill-building among executives to effect a smooth transition of leadership, as approved by the independent directors in July 2018; for Mr. Smalley, a special recognition bonus of $250,000 in 2020 for his outstanding leadership and contributions to the refinancing of the Company’s debt; for Ms. Hallgren, the guaranteed bonus payment (60% of her salary for her first year of employment) per her employment offer letter of $158,068 in 2018 and $231,932 in 2019; and for Mr. Abiassi, the payment of a $500,000 signing bonus in 2019 as a result of his joining the Company and the pro-rata portion of a guaranteed bonus payment (100% of his salary for his first year of employment) per his employment offer letter of $291,667 in 2019 and $583,333 in 2020. Annual incentive payments appear in column (g).
(3)The amounts in column (e) for Mr. Tutor and Mr. Frost represent the aggregate grant date fair value of time-based and performance-based RSUs granted in each year. The amounts in column (e) for Mr. Smalley represent the aggregate grant date fair value of time-based and performance-based RSUs granted in each year, including the grant date fair value of certain time-based RSUs calculated based on a guaranteed minimum price per share ($20.00) plus an adjustment based on the Black-Scholes option pricing model. The amounts in column (e) for Ms. Hallgren and Mr. Abiassi represent the grant date fair value of time-based RSUs based on the guaranteed minimum price per share ($20.00) plus an adjustment based on the Black-Scholes option pricing model. The fair value amounts are calculated in accordance with Financial Accounting Standards Board Codification 718, Stock Compensation (“ASC 718”). The basis for the grant date fair value calculations and assumptions used can be found in Note 1(m) and Note 10 of Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2021. The performance-based awards are included in the table at the maximum aggregate grant date fair value of each award and may not be earned at such level.
(4)The amounts in column (f) represent the aggregate grant date fair value of time-based and performance-based SOs granted in each year. The fair value of these awards is calculated in accordance with ASC 718. The basis for the grant date fair value calculations and assumptions used can be found in Note 1(m) and Note 10 of Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2021. The performance-based awards are included in the table at the maximum aggregate grant date fair value of each award and may not be earned at such level.
33


(5)The amounts in column (g) represent amounts earned as annual incentive for each year and paid early in the following year. The performance targets and achievements for 2020 are further discussed in the CD&A under the section entitled “Annual Incentive Compensation”.
(6)The amounts in column (i) are detailed in the separate “All Other Compensation” table below.
(7)The amounts in column (j) represent the total of columns (c) through (i).
(8)Mr. Tutor’s 2018 total compensation included multi-year performance- and time-based equity grants that were provided as part of the amendment to his employment agreement in 2018, designed to incentivize future performance and serve as a means to retain his services.
All Other Compensation
The following table details the components of the “All Other Compensation” column for 2020 in the Summary Compensation Table.
(a)(b)(c)(d)(e)
Name
Company
Contributions
to Defined
Contribution
Plans
   ($)(1)
Insurance
Premiums
   ($)(2)
Perquisites
   ($)(3)
Total
All Other
Compensation
   ($)(4)
Ronald N. Tutor — 368,176 185,450 553,626 
Gary G. Smalley5,850 21,544 46,856 74,250 
James A. Frost5,850 80,900 84,777 171,527 
Wendy A. Hallgren5,850 923 23,990 30,763 
Jean J. Abiassi3,938 — 314,937 318,875 
___________________________________________________________________________________________________
(1)The amounts in column (b) represent amounts contributed by the Company into 401(k) accounts. The Company matches 30% of employee contributions up to 10% of the employee’s annual salary, not to exceed $5,850 per employee in 2020.
(2)The amounts in column (c) represent life insurance premiums paid by the Company for benefits that are not available to all salaried employees.
(3)The amounts in column (d) represent the aggregate incremental cost to the Company for personal benefits provided to the NEOs. The total for Mr. Tutor includes $124,162 for vehicle usage and $61,288 related to the personal use of the Company aircraft. Mr. Tutor is entitled to 150 hours of flight time per calendar year for personal use of Tutor Perini’s aircraft, as originally negotiated during the merger with Tutor-Saliba and as provided by his employment agreement (with any unused balance being carried forward to subsequent years while employed). For safety reasons and productivity maximization, the Company also provides Mr. Tutor with a vehicle and driver and reimburses Mr. Tutor for certain operational costs. The total for Mr. Smalley includes $27,173 related to Board-approved personal use of the Company aircraft and the remainder was for vehicle usage. The total for Mr. Frost includes $72,236 related to the personal use of the Company aircraft and the remainder was for vehicle usage. The total for Ms. Hallgren relates to vehicle usage. The total for Mr. Abiassi includes reimbursement of $302,288 for temporary housing expenses, including a $158,248 associated tax gross up for taxable amounts, and the remainder was for vehicle usage. The incremental cost of personal use of corporate aircraft is calculated based on the variable operating costs to the Company of any personal flights. The applicable executive bears all personal tax liabilities for such personal flights.
(4)The amounts in column (e) represent the totals of columns (b) through (d).
34


Total Realized Compensation
The table below is not required by SEC rules or regulations, nor should it be considered as a substitute for the preceding SCT and related disclosures. However, we have included this table to provide an understanding of the total compensation realized by our NEOs over the last three years. The table below reports compensation that our NEOs actually received for each year presented as opposed to what they were awarded and could potentially receive. The following are some of the key differences between the two tables:
The table below does not include equity compensation that was awarded but was subsequently unearned and forfeited due to the failure to meet performance targets. This is in contrast to the SCT, which includes equity compensation in the year awarded and does not reduce reported compensation for any unearned and forfeited equity awards. In other words, the table below better illustrates the impact of the Company’s pay-for-performance philosophy on equity awards when performance targets are not achieved.
For non-equity incentive plan compensation (i.e., annual incentive (bonus) compensation), the table below reports such incentives in the year the cash is actually received by the NEOs compared to the SCT, which reports these cash incentives in the year considered earned, even though actual receipt is months later and in the following year.
The total compensation reported in the table below and in the SCT differ due to timing differences between when certain elements of compensation are presented in the SCT and when those elements are paid in cash or shares to our NEOs. For example, a share-based performance award measuring TSR over a three-year period would be reported in the SCT at 100% of its grant date fair value in the year granted, whereas the table below would report the award in the year shares were paid, based on achievement of the performance targets and stock price at time of settlement. Since the Company does not typically award equity on an annual basis, but less regularly, the Total Realized Compensation table reports equity awards in a way that more aptly applies the award to the periods paid rather than reporting the entire value of a multi-year award in a single year.
(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)(k)(l)
NameYear
Salary
   ($)(1)
Bonus
   ($)(2)
Vested
Stock Units
   ($)(3)
Exercised
Stock
Options
   ($)(4)
Non-Equity
Incentive Plan
Compensation
   ($)(5)
All Other
Compensation
   ($)(6)
Total Realized
Compensation
   ($)(7)
Total
Compensation
as Reported
in SCT
   ($)(8)
Difference
Between
Realized
Compensation
and Reported
Compensation
   ($)(9)
Realized
Compensation
as a
Percentage
of Reported
Compensation
Ronald N.20201,750,000 — 355,298 — 1,722,394 553,626 4,381,318 8,156,049 (3,774,731)54 %
Tutor20191,750,000 — 4,618,242 — 1,694,474 1,301,077 9,363,793 7,236,395 2,127,398 129 %
20181,750,000 1,250,000 2,822,534 — 3,587,500 1,377,411 10,787,445 23,492,298 (12,704,853)
(10)
46 %
Gary G.2020953,439 250,000 1,397,250 — 537,296 74,250 3,212,235 5,486,631 (2,274,396)59 %
Smalley2019950,000 — 242,407 — 648,193 49,670 1,890,270 3,851,015 (1,960,745)49 %
2018950,000 — 336,000 — 1,111,500 51,976 2,449,476 4,333,839 (1,884,363)57 %
James A.20201,000,000 — — — 528,075 171,527 1,699,602 2,531,017 (831,415)67 %
Frost20191,000,000 — — — 657,308 237,530 1,894,838 1,765,605 129,233 107 %
20181,000,000 — 1,881,690 — 1,170,000 352,103 4,403,793 4,831,184 (427,391)91 %
Wendy A. 2020735,312 — — — 287,141 30,763 1,053,216 1,581,769 (528,553)67 %
Hallgren2019678,125 390,000 — — — 199,241 1,267,366 2,784,939 (1,517,573)46 %
2018263,447 — — — — 39,317 302,764 460,832 (158,068)66 %
Jean J. 2020686,959 875,000 — — — 318,875 1,880,834 1,589,167 291,667 118 %
Abiassi2019291,667 500,000 — — — 116,372 908,039 4,355,706 (3,447,667)21 %
___________________________________________________________________________________________________
(1)The amounts in column (c) are the same amounts reported in column (c) of the SCT.
(2)The amounts in column (d) are the same amounts reported in column (d) of the SCT, except for certain bonuses paid to Ms. Hallgren and Mr. Abiassi. Ms. Hallgren’s guaranteed bonus of $390,000 was paid in two payments, both in 2019, whereas in the SCT they were reported in two different years based on the pro-rata portion earned in each year. Mr. Abiassi’s $500,000 signing bonus was realized in 2019; the guaranteed bonus of $875,000 was paid in two payments, both in 2020, whereas in the SCT they were reported in two different years based on the pro-rata portion earned in each year.
(3)The amounts in column (e) represent the gross value (prior to taxes) realized from vesting RSUs in the applicable year based on the value of the Company’s stock on the date of vesting.
(4)The amounts in column (f) represent the value realized from exercised stock options; no stock options were exercised during the periods presented.
(5)The amounts in column (g) represent the amounts paid to the respective NEO as annual incentives in the year the cash was actually received, which is the year following the performance period.
35


(6)The amounts in column (h) are the same amounts reported in column (i) of the SCT.
(7)The amounts in column (i) represent the total of columns (c) through (h).
(8)The amounts in column (j) represent the total compensation as reported in the SCT.
(9)The amounts in column (k) represent the difference between columns (i) and (j).
(10)The difference between Mr. Tutor’s total compensation as reported in the SCT for 2018 and his total realized compensation in 2018 primarily reflects the variance between the reported (but unrealized) value of equity awards granted during the year and the actual value realized during the year from prior-year equity grants. The SCT reflects multi-year RSUs (valued at $12.0 million) and SOs (valued at $5.4 million) granted in 2018, which may vest and be realized in future periods. Alternatively, the Total Realized Compensation table reflects RSUs worth $2.8 million that vested in 2018 for 2017 performance and excludes any value for SOs, as none were exercised during 2018.
Grants of Plan-Based Awards in 2020

(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)(k)(l)(m)
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards(2)
Estimated Future Payouts
Under Equity Incentive
Plan Awards(3)
All Other
Stock
Awards:
# of Shares
or Units
   (#)(4)
All
Other
Option
Awards:
Underlying
# of
Securities
Options
   (#)(4)
Exercise
or Base
Price of
Option
Awards
($/Share)(5)
Grant
Date
Fair
Value of
Stock
and
Option
Awards
   ($)(6)
Name
Type of
Award(1)
Grant DateThreshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
R. Tutor1,575,000 2,625,000 5,250,000 — — — — — — — 
RSU1/18/2020— — — 18,750 75,000 187,500 — — — 1,044,450 
SO1/18/2020— — — 18,750 75,000 187,500 — — 25.70 295,650 
G. Smalley702,000 975,000 1,462,500 — — — — — — — 
RSU11/11/2020— — — 11,250 45,000 67,500 — — — 728,635 
RSU11/11/2020— — — — — — 45,000 — — 1,184,850 
(7)
SO11/11/2020— — — 11,250 45,000 67,500 — — 13.85 588,354 
SO11/11/2020— — — — — — — 45,000 13.85 381,600 
J. Frost720,000 1,000,000 1,500,000 — — — — — — — 
W. Hallgren432,000 600,000 900,000 — — — — — — — 
___________________________________________________________________________________________________
(1)The types of equity awards that were granted in 2020 are RSUs and stock options.
(2)Columns (d), (e) and (f) present the range of potential performance-based annual incentive payouts. Actual amounts earned for 2020 are reflected in the SCT.
(3)Columns (g), (h) and (i) present the range, if applicable, of estimated future payouts of performance-based equity awards.
(4)Columns (j) and (k) present the time-based equity awards.
(5)The amounts in column (l) represent the exercise price of the nonqualified stock options, which was the closing price of the Company’s common stock on the NYSE on the date of award.
(6)This amount represents the grant date fair value of RSUs and nonqualified stock options computed in accordance with ASC 718. Assumptions used in the calculation of these amounts can be found in Note 1(m) and Note 10 of Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2021.
(7)As an inducement to the retention of executive talent, these awards were granted with a guaranteed price of $20.00 per share, such that if the Company’s stock price is less than $20.00 per share on the final settlement date, a payment in cash or shares, at the option of the Company, of the difference between the stock price and $20.00 will be made.
36


Outstanding Equity Awards as of December 31, 2020

(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)
Option AwardsStock Awards
NameNumber of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
 Number of Securities
Underlying
Unexercised
Options
(#)
Unexercisable(1)
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
   (#)(1)
Option
Exercise
Price
($/Share)
Option
Expiration
Date
Number of
Shares or
Units of
Stock That
Have Not
Vested
   (#)(2)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
   ($)(3)
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Rights
That Have Not
Vested
   (#)(2)
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested
   ($)(3)
Ronald N. Tutor300,000 — — 11.05 6/1/2022— — — — 
75,000 — — 22.20 11/13/2023— — — — 
142,402 — — 28.17 3/30/2024— — — — 
248,199 — — 24.05 12/22/2024— — — — 
150,000 75,000 — 25.70 1/4/2028225,000 2,913,750 — — 
49,432 — 75,000 25.70 1/4/2028— — 75,000 971,250 
Gary G. Smalley43,096 — — 17.06 9/1/2025— — — — 
112,500 — — 25.95 9/5/2027— — — — 
— 42,500 — 17.83 11/15/202842,500 550,375 — — 
— — 42,500 17.83 11/15/2028— — 42,500 550,375 
— 42,500 — 17.63 11/15/202942,500 550,375 — — 
— — 42,500 17.63 11/15/2029— — 42,500 550,375 
— 45,000 — 13.85 11/11/203045,000 1,155,600 — — 
— — 45,000 13.85 11/11/2030— — 45,000 582,750 
James A. Frost150,000 — — 11.31 5/30/2022— — — — 
50,000 — — 22.20 11/13/2023— — — — 
94,935 — — 28.17 3/30/2024— — — — 
177,201 — — 23.56 4/9/2025— — — — 
— 50,000 — 19.90 5/23/202850,000 647,500 — — 
— — 50,000 19.90 5/23/2028— — 50,000 647,500 
Wendy A. Hallgren— 50,000 — 13.00 9/19/202950,000 1,269,000 — — 
____________________________________________________________________________________________________
(1)The stock options reported in column (c) are time-based awards and those in column (d) are performance-based awards. The amounts in column (d) are shown at the target performance level and will be adjusted for actual performance at the end of the respective performance period. The stock options in columns (c) and (d) are scheduled to vest in the following years:
Stock Options202120222023TotalVesting Based On
Ronald N. Tutor75,000 — — 75,000 Performance
Ronald N. Tutor75,000 — — 75,000 Time
Gary G. Smalley42,500 42,500 45,000 130,000 Performance
Gary G. Smalley42,500 42,500 45,000 130,000 Time
James A. Frost50,000 — — 50,000 Performance
James A. Frost50,000 — — 50,000 Time
Wendy A. Hallgren— 50,000 — 50,000 Time
335,000 135,000 90,000 560,000 
37


(2)The RSUs reported in columns (g) are time-based awards and those in column (i) are performance-based awards. The amounts included in column (i) are shown at the target performance level and will be adjusted for actual performance at the end of the respective performance period. The restricted stock units in columns (g) and (i) are scheduled to vest in the following years:
Restricted Stock Units202120222023TotalVesting Based On
Ronald N. Tutor75,000 — — 75,000 Performance
Ronald N. Tutor225,000 — — 225,000 Time
Gary G. Smalley42,500 42,500 45,000 130,000 Performance
Gary G. Smalley42,500 42,500 45,000 130,000 Time
James A. Frost50,000 — — 50,000 Performance
James A. Frost50,000 — — 50,000 Time
Wendy A. Hallgren— 50,000 — 50,000 Time
485,000 135,000 90,000 710,000 
(3)The amounts in columns (h) and (j) are determined by multiplying the number of shares by the closing price ($12.95) of the Company’s common stock on the NYSE on December 31, 2020, the last trading day of the year, except for the values of 45,000 RSUs held by Mr. Smalley and the RSUs held by Ms. Hallgren, which include a guaranteed payout at a minimum per share price ($20.00) and are listed at fair value based on this payout level.
2020 Option Exercises and Stock Vested Table
Options AwardsStock Awards
Name Number of
Shares
Acquired
on Exercise
Value
Realized on
Exercise
Number
of Shares
Acquired
on Vesting
Value
Realized on
Vesting
   ($)(1)
Ronald N. Tutor— — 18,750 
(2)
303,938 
Gary G. Smalley— — 112,500 
(2)
1,397,250 
___________________________________________________________________________________________________
(1)Reflects the value at the closing price of the common stock on the settlement date.
(2)These awards vested based on the achievement of one or more performance targets.

Agreements and Arrangements with NEOs
The following is a summary of Mr. Tutor’s, Mr. Smalley’s and Mr. Frost’s employment agreement provisions and the terms of Ms. Hallgren’s Separation Benefits Agreement.
Ronald N. Tutor Employment Agreement
On December 22, 2014, the Company entered into an amended and restated employment agreement with Mr. Tutor that included an initial term expiring on December 31, 2018 and providing the following: an annual salary (which is to be reviewed no less frequently than annually), performance bonus and share-based awards; two three-year TSR share-based awards; a succession plan bonus; various perquisites; and additional life insurance. On January 5, 2018, the Company amended Mr. Tutor’s employment agreement extending the terms of his employment agreement through December 31, 2021 (subject to automatic extensions for successive 12-month terms) and providing, among other things, an expanded range for his performance bonus, as well as additional share-based awards. In accordance with his employment agreement, Mr. Tutor has agreed that during the term of his employment with Tutor Perini and for two years after the end of his employment (unless his employment is terminated by Tutor Perini without cause or he terminates his employment for good reason (each as defined in the employment agreement)), he will not compete with Tutor Perini or solicit certain of its employees. Mr. Tutor has also agreed to be bound by customary restrictions on disclosure of confidential information. The severance benefits payable to Mr. Tutor pursuant to the employment agreement are described in the “Potential Payments Upon Termination or Change in Control” section below.
38


Gary G. Smalley Employment Agreement
On September 6, 2017, the Company entered into an employment agreement with Mr. Smalley. The term of the employment agreement is through December 31, 2020 and is subject to automatic extensions for successive 12-month terms. The employment agreement provides certain elements of compensation, including: an annual salary; performance bonus and share-based awards; various perquisites; and additional life insurance. In addition, in accordance with his employment agreement Mr. Smalley has agreed that during the term of his employment with Tutor Perini and for 365 days after the end of his employment (unless his employment is terminated by Tutor Perini without cause or he terminates his employment for good reason (each as defined in the employment agreement)), he will not compete with Tutor Perini or solicit certain of its employees. Mr. Smalley has also agreed to be bound by customary restrictions on disclosure of confidential information. The severance benefits payable to Mr. Smalley pursuant to the employment agreement are described in the “Potential Payments Upon Termination or Change in Control” section below.
James A. Frost Employment Agreement
On November 1, 2016, the Company entered into an amended and restated employment agreement with Mr. Frost extending his employment with the Company through December 31, 2017 (subject to automatic extensions for successive 12-month terms) and providing certain elements of compensation, including: an annual salary; performance bonus and share-based awards; various perquisites; and additional life insurance. In addition, in accordance with his employment agreement Mr. Frost has agreed that during the term of his employment with Tutor Perini and for 500 days after the end of his employment (unless his employment is terminated by Tutor Perini without cause or he terminates his employment for good reason (each as defined in the employment agreement)), he will not compete with Tutor Perini or solicit certain of its employees. Mr. Frost has also agreed to be bound by customary restrictions on disclosure of confidential information. The severance benefits payable to Mr. Frost pursuant to the employment agreement are described in the “Potential Payments Upon Termination or Change in Control” section below.
Wendy A. Hallgren Separation Benefits Agreement
On September 17, 2019, the Company entered into a Separation Benefits Agreement with Ms. Hallgren that provides for certain severance payments and benefits in the event of a termination of her employment under various circumstances, the terms of which are described in the “Potential Payments Upon Termination or Change in Control” section below.

Jean J. Abiassi Employment Offer Letter

On July 31, 2019, Mr. Abiassi signed an employment offer letter with the Company to become President and CEO of the Building and Specialty Groups. The employment offer letter provides for certain elements of compensation, including: an annual salary; signing bonus; guaranteed bonus for two years; share-based awards; severance benefits; and certain perquisites. Mr. Abiassi did not receive any severance benefits or separation payments in connection with his September 30, 2020 resignation.


39


Potential Payments Upon Termination or Change in Control
Ronald N. Tutor
Certain payments would be payable to Mr. Tutor in the event of his termination. The amounts depend upon the circumstances surrounding his termination as follows, assuming the triggering event occurred on December 31, 2020:
Triggering Event
Bonus
   ($)(1)
Benefits
   ($)(2)
O/S Equity
Awards
   ($)(3)
Cash Lump
Sum
   ($)(4)
Total
($)
A.Death— 201,923 3,885,000 — 4,086,923 
B.Disability— 201,923 3,885,000 — 4,086,923 
C.Retirement— 201,923 — — 201,923 
D.Termination by Employer for Cause or
by Executive without Good Reason
— 201,923 — — 201,923 
E.Termination by Employer without Cause
or by Executive with Good Reason
4,512,323 3,940,883 3,885,000 8,750,000 21,088,206 
F.Change in Control4,512,323 3,969,486 3,885,000 13,125,000 25,491,809 
____________________________________________________________________________________________________
(1)The annual incentive compensation for 2020 performance would be due to Mr. Tutor at the time payment is made to all executives under Events E and F. No payment would be due under Events A, B, C or D. As of December 31, 2020, Mr. Tutor was not owed any unearned annual incentive. Subsequent to December 31, 2020, the Compensation Committee approved a $4,512,323 annual incentive compensation for Mr. Tutor for 2020 performance and payment has been made to him. This amount is shown as payable as of December 31, 2020 under Events E and F above. Should Events E or F occur during any calendar year, a pro-rata bonus would be due to Mr. Tutor at the time payment is made to all executives for the calendar year in which the event occurs.
(2)Benefits include vacation, life insurance and health insurance. Termination under all Events would result in payment for accrued vacation (30 days at December 31, 2020, valued at $201,923). Events E and F would require the continuation of life insurance benefits providing for the payment of $10.0 million in the event of Mr. Tutor’s death through the earlier of April 12, 2031 or his death (total remaining premiums estimated at $3,681,755 at December 31, 2020). Event E would require continuation of health insurance benefits for Mr. Tutor and his covered dependents for 24 months (estimated at $57,205 at December 31, 2020 based on then applicable Consolidated Omnibus Budget Reconciliation Act (“COBRA”) premiums), or payment of an after-tax amount with which Mr. Tutor could obtain comparable coverage. Event F would require continuation of health insurance benefits for Mr. Tutor and his covered dependents for 36 months (estimated at $85,808 at December 31, 2020 based on then applicable COBRA premiums), or payment of an after-tax amount with which Mr. Tutor could obtain comparable coverage.
(3)Mr. Tutor had 300,000 RSUs and 150,000 unvested stock option awards outstanding at December 31, 2020, inclusive of 75,000 TSR RSUs (target performance assumed) and 75,000 TSR stock options (target performance assumed). The table below represents the value of the outstanding restricted stock units and the intrinsic value of the unvested stock options quantified using the Company’s closing share price of $12.95 on December 31, 2020 assuming the triggering events occurred on December 31, 2020. All of Mr. Tutor’s unvested stock options had exercise prices that exceeded the Company’s share price as of December 31, 2020 and, therefore, had no intrinsic value.
Triggering EventRSUs
($)
TSR RSUs
($)
Options
($)
TSR Options
($)
Total
($)
A.Death2,913,750 971,250 — — 3,885,000 
B.Disability2,913,750 971,250 — — 3,885,000 
C.Retirement— — — — — 
D.Termination by Employer for Cause or
by Executive without Good Reason
— — — — — 
E.Termination by Employer without
Cause or by Executive with Good Reason
2,913,750 971,250 — — 3,885,000 
F.Change in Control2,913,750 971,250 — — 3,885,000 
(4)A cash lump sum would be due in the amount of two times the sum of annual salary and target bonus in the case of Event E; and three times the sum of annual salary and target bonus in the case of Event F.
40


Gary G. Smalley
Certain payments would be payable to Mr. Smalley in the event of his termination. The amounts depend upon the circumstances surrounding his termination as follows, assuming the triggering event occurred on December 31, 2020:
Triggering Event
Bonus
   ($)(1)
Benefits
   ($)(2)
O/S Equity
Awards
   ($)(3)
Cash Lump
Sum
   ($)(4)
Total
($)
A.Death1,325,503 41,719 3,684,250 — 5,051,472 
B.Disability1,325,503 41,719 3,684,250 — 5,051,472 
C.Termination by Employer for Cause or
by Executive without Good Reason
— 41,719 — — 41,719 
D.Termination by Employer without Cause
or by Executive with Good Reason
1,325,503 98,924 3,684,250 2,925,000 8,033,677 
E.Change in Control1,325,503 98,924 3,684,250 3,900,000 9,008,677 
___________________________________________________________________________________________________
(1)The annual incentive compensation for 2020 performance would be due to Mr. Smalley at the time payment is made to all executives under Events A, B, D and E. No payment would be due under Event C. As of December 31, 2020, Mr. Smalley was not owed any unearned bonus. Subsequent to December 31, 2020, the Compensation Committee approved a $1,325,503 annual incentive compensation bonus for Mr. Smalley for 2020 performance and payment has been made to him. This amount is shown as payable as of December 31, 2020 under Events A, B, D and E above. Should Events A, B, D or E occur during any calendar year, a pro-rata bonus would be due to Mr. Smalley at the time payment is made to all executives for the calendar year in which the event occurs.
(2)Benefits include vacation and health insurance. Termination under all Events would result in payment for accrued vacation (11 days at December 31, 2020, valued at $41,719). Events D and E would require continuation of health insurance benefits for Mr. Smalley and his covered dependents for 24 months (estimated at $57,205 at December 31, 2020 based on then applicable COBRA premiums), or payment of an after-tax amount with which Mr. Smalley could obtain comparable coverage.
(3)Mr. Smalley had 260,000 RSUs and 260,000 unvested stock option awards outstanding at December 31, 2020, inclusive of 130,000 TSR RSUs (target performance assumed) and 130,000 TSR stock options (target performance assumed). The table below represents the value of the outstanding restricted stock units, including 45,000 RSUs quantified using a guaranteed minimum price of $20.00 per share as specified in his RSU award agreement, and the intrinsic value of the unvested stock options quantified using the Company’s closing share price of $12.95 on December 31, 2020 assuming the triggering events occurred on December 31, 2020. All of Mr. Smalley’s unvested stock options had exercise prices that exceeded the Company’s share price as of December 31, 2020 and, therefore, had no intrinsic value.
Triggering EventRSUs
($)
TSR RSUs
($)
Options
($)
TSR Options
($)
Total
($)
A.Death2,000,750 1,683,500 — — 3,684,250 
B.Disability2,000,750 1,683,500 — — 3,684,250 
C.Termination by Employer for Cause or
by Executive without Good Reason
— — — — — 
D.Termination by Employer without Cause
or by Executive with Good Reason
2,000,750 1,683,500 — — 3,684,250 
E.Change in Control2,000,750 1,683,500 — — 3,684,250 
(4)A cash lump sum would be due in the amount of one and one-half times the sum of annual salary and target bonus in the case of Event D; and two times the sum of annual salary and target bonus in the case of Event E.
41


James A. Frost
Certain payments would be payable to Mr. Frost in the event of his termination. The amounts depend upon the circumstances surrounding his termination as follows, assuming the triggering event occurred on December 31, 2020:
Triggering Event
Bonus
   ($)(1)
Benefits
   ($)(2)
O/S Equity
Awards
   ($)(3)
Cash Lump
Sum
   ($)(4)
Total
A.Death— 57,692 1,295,000 — 1,352,692 
B.Disability— 57,692 1,295,000 — 1,352,692 
C.Termination by Employer for Cause or
by Executive without Good Reason
— 57,692 — — 57,692 
D.Termination by Employer without Cause
or by Executive with Good Reason
1,359,490 91,801 1,295,000 3,000,000 5,746,291 
E.Change in Control1,359,490 91,801 1,295,000 3,000,000 5,746,291 
___________________________________________________________________________________________________
(1)The annual incentive compensation for 2020 performance would be due to Mr. Frost at the time payment is made to all executives under Events D and E. No payment would be due under Events A, B or C. As of December 31, 2020, Mr. Frost was not owed any unearned bonus. Subsequent to December 31, 2020, the Compensation Committee approved a $1,359,490 annual incentive compensation bonus for Mr. Frost for 2020 performance and payment has been made to him. This amount is shown as payable as of December 31, 2020 under Events D and E above. Should Events D or E occur during any calendar year, a pro-rata bonus would be due to Mr. Frost at the time payment is made to all executives for the calendar year in which the event occurs.
(2)Benefits include vacation and health insurance. Termination under all Events would result in payment for accrued vacation (15 days at December 31, 2020, valued at $57,692). Events D and E would require continuation of health insurance benefits for Mr. Frost and his covered dependents for 24 months (estimated at $34,109 at December 31, 2020 based on then applicable COBRA premiums), or payment of an after-tax amount with which Mr. Frost could obtain comparable coverage.
(3)Mr. Frost had 100,000 restricted stock units and 100,000 unvested stock option awards outstanding at December 31, 2020, inclusive of 50,000 TSR RSUs (target performance assumed) and 50,000 TSR stock options (target performance assumed). The table below represents the value of the outstanding restricted stock units and the intrinsic value of the unvested stock options quantified using the Company’s closing share price of $12.95 on December 31, 2020 assuming the triggering events occurred on December 31, 2020. All of Mr. Frost’s unvested stock options had exercise prices that exceeded the Company’s share price as of December 31, 2020 and, therefore, had no intrinsic value.
Triggering EventRSUs
($)
TSR RSUs
($)
Options
($)
TSR Options
($)
Total
($)
A.Death647,500 647,500 — — 1,295,000 
B.Disability647,500 647,500 — — 1,295,000 
C.Termination by Employer for Cause or
by Executive without Good Reason
— — — — — 
D.Termination by Employer without Cause
or by Executive with Good Reason
647,500 647,500 — — 1,295,000 
E.Change in Control647,500 647,500 — — 1,295,000 
(4)A cash lump sum would be due in the amount of one and one half times the sum of annual salary and target bonus in the case of Events D and E.
42


Wendy A. Hallgren
Certain payments would be payable to Ms. Hallgren in the event of her termination. The amounts depend upon the circumstances surrounding her termination as follows, assuming the triggering event occurred on December 31, 2020:
Triggering Event
Bonus
   ($)(1)
Benefits
   ($)(2)
O/S Equity
Awards
   ($)(3)
Cash Lump
Sum
   ($)(4)
Total
A.Death815,694 36,154 1,000,000 — 1,851,848 
B.Disability815,694 36,154 1,000,000 — 1,851,848 
C.Termination by Employer for Cause or
by Executive without Good Reason
— 36,154 — — 36,154 
D.Termination by Employer without Cause
or by Executive with Good Reason
815,694 92,962 1,000,000 2,100,000 4,008,656 
E.Change in Control815,694 92,962 1,000,000 2,800,000 4,708,656 
___________________________________________________________________________________________________
(1)The annual incentive compensation for 2020 performance would be due to Ms. Hallgren at the time payment is made to all executives under Events A, B, D and E. No payment would be due under Event C. As of December 31, 2020, Ms. Hallgren was not owed any unearned bonus. Subsequent to December 31, 2020, the Compensation Committee approved an $815,694 annual incentive compensation bonus for Ms. Hallgren for 2020 performance and payment has been made to her. This amount is shown as payable as of December 31, 2020 under Events A, B, D and E above. Should Events A, B, D or E occur during any calendar year, a pro-rata bonus would be due to Ms. Hallgren at the time payment is made to all executives for the calendar year in which the event occurs.
(2)Benefits include vacation and health insurance. Termination under all Events would result in payment for accrued vacation (12 days at December 31, 2020, valued at $36,154). Events D and E would require continuation of health insurance benefits for Ms. Hallgren and her covered dependents for 24 months (estimated at $56,808 at December 31, 2020 based on then applicable COBRA premiums), or payment of an after-tax amount with which Ms. Hallgren could obtain comparable coverage.
(3)Ms. Hallgren had 50,000 restricted stock units and 50,000 unvested stock option awards outstanding at December 31, 2020. The table below represents the value of the outstanding restricted stock units quantified using a guaranteed minimum price of $20.00 per share as specified in her RSU award agreement, as well as the intrinsic value of the unvested stock options quantified using the Company’s closing share price of $12.95 on December 31, 2020 assuming the triggering events occurred on December 31, 2020. All of Ms. Hallgren’s unvested stock options had exercise prices that exceeded the Company’s share price as of December 31, 2020 and, therefore, had no intrinsic value.
Triggering EventRSUs
($)
Options
($)
Total
($)
A.Death1,000,000 — 1,000,000 
B.Disability1,000,000 — 1,000,000 
C.Termination by Employer for Cause or
by Executive without Good Reason
— — — 
D.Termination by Employer without Cause
or by Executive with Good Reason
1,000,000 — 1,000,000 
E.Change in Control1,000,000 — 1,000,000