Independent
Tenure on this board
2.0 yrs
Also a director at
Pg&E Corp (PCG)
3 nominees · 3 ballot items.
Elect three directors for terms expiring 2029; advisory vote to approve executive compensation (Say-on-Pay); ratify PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026.
Elect three nominees—Carlos M. Hernandez, Celeste B. Mastin, and Kyle T. Larkin—to the Board for terms expiring at the 2029 annual meeting.
Non-binding, annual 'Say on Pay' advisory vote to approve the compensation of the Company's Named Executive Officers as disclosed in the proxy statement.
The proposal requests a non-binding advisory approval of the company’s Named Executive Officers’ compensation as disclosed in the proxy. Management seeks shareholder endorsement of its pay-for-performance compensation program, which includes base salary, annual incentives tied to EBITDA, operating cash flow and safety multipliers, and long-term incentives tied to relative TSR and RONA with both performance and time-based RSUs. The board recommends approval, arguing the program aligns pay with performance, is competitive with peer market practices, includes risk-mitigating features such as caps and clawback policy, and that prior say-on-pay votes (approx. 95% approval in 2024) support current compensation practices. A sophisticated evaluation should weigh the strength of the company’s disclosed metrics and outcomes (notably robust TSR and RONA payouts for recent cycles), potential governance concerns (CEO also up for election; insider influence), and whether disclosed adjustments to performance measures (exclusions for legal fees, acquisitions) materially affect pay outcomes.
Ratify the Audit/Compliance Committee's appointment of PricewaterhouseCoopers LLP as Granite's independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.6% | 4,628,611 | $555M |
| 2 | FMR LLC | 5.9% | 2,586,216 | $310M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.5% | 2,401,524 | $288M |
| 4 | STATE STREET CORP | 5.1% | 2,244,755 | $269M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 1,952,910 | $234M |
| 6 | FIRST TRUST ADVISORS LP | 3.2% | 1,395,296 | $167M |
| 7 | FMR LLC | 3.2% | 1,380,793 | $166M |
| 8 | BlackRock, Inc. | 2.9% | 1,263,339 | $151M |
| 9 | FRONTIER CAPITAL MANAGEMENT CO LLC | 2.7% | 1,187,736 | $142M |
| 10 | MILLENNIUM MANAGEMENT LLC | 2.7% | 1,159,390 | $139M |
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