Business Context and Reporting Period
This Form 8-K Current Report was filed by Granite Construction Incorporated on September 16, 2024. The filing discloses significant changes in executive leadership, specifically the appointment of a new Chief Financial Officer and the separation agreement for the departing CFO.
Key Financial Metrics
This filing does not contain operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and separation terms.
Material Changes
Appointment of New Chief Financial Officer
Effective September 16, 2024, Ms. Woolsey was appointed as Executive Vice President and Chief Financial Officer. Her compensation package includes:
- Base Salary: $500,000 annually.
- Annual Incentive: Target increased to $350,000 (prorated for 2024).
- Long-Term Incentive: Target opportunity of 130% of base salary for the 2025-2027 performance period.
- Equity Grant: $100,000 in time-based restricted stock units vesting ratably over three years.
- Severance: Eligible for a 2x severance multiple under the Executive Retention and Severance Plan III if terminated without cause or resigns with good reason within two years of a change in control.
- Allowance: $1,000 monthly vehicle allowance.
Separation of Former CFO
Lisa Curtis entered into a Separation and Transition Agreement effective September 16, 2024. Key terms include:
- Transition Role: Will serve as Senior Financial Advisor until March 31, 2025, receiving her prior base salary.
- Final Separation Date: March 31, 2025.
- Incentives: Remains eligible for the full-year 2024 Annual Incentive Plan award and pro-rated long-term incentive payouts (payable in cash for specific performance periods).
- Benefits: Company-paid COBRA health coverage for 18 months.
Guidance, Outlook, and Risks
The filing does not provide updated financial guidance, outlook, or management commentary on business performance. The primary risk disclosed relates to the transition of financial leadership and the associated compensation obligations.
Investor Verification Checklist
- Verify the exact vesting schedule and performance conditions for Ms. Woolsey's long-term incentive plan.
- Confirm the total cash payout implications for Ms. Curtis's pro-rated long-term incentives and 2024 annual bonus.
- Review the attached Exhibit 10.1 (Separation and Transition Agreement) for specific non-solicit and non-disparagement clauses.
- Monitor future filings for the official departure date of Ms. Curtis and the full integration of Ms. Woolsey into the CFO role.