Business Context and Reporting Period
This Form 8-K Current Report was filed by Primoris Services Corporation on April 1, 2022. The filing discloses the execution of Amended and Restated Employment Agreements with four key executive officers, superseding prior agreements dated between 2016 and 2019.
Key Financial Metrics and Compensation Terms
The filing details specific compensation structures for the following executives, effective April 1, 2022:
- Tom McCormick (President & CEO): Base salary of $850,000; target annual bonus of 120% of base salary.
- John F. Moreno, Jr. (COO): Base salary of $600,000; target annual bonus of 100% of base salary.
- Ken M. Dodgen (EVP & CFO): Base salary of $530,000; target annual bonus of 100% of base salary.
- John M. Perisich (EVP & Chief Legal Officer): Base salary of $530,000; target annual bonus of 100% of base salary.
All executives are eligible for annual long-term incentive equity awards under the 2013 Equity Incentive Plan. The filing does not provide data on company-wide revenue, profit, cash flow, debt, or liquidity metrics.
Material Changes and Severance Provisions
The primary material change is the restructuring of executive compensation and severance terms. Key provisions include:
- Termination Without Cause/Good Reason:
- Mr. McCormick: Lump sum equal to 200% of annual base salary plus pro-rated bonus and up to 12 months of COBRA.
- Mr. Moreno, Mr. Dodgen, and Mr. Perisich: Lump sum equal to 100% of annual base salary plus pro-rated bonus and up to 12 months of COBRA.
- Change in Control:
- Mr. McCormick: Lump sum equal to 2.5x (base salary + target bonus) plus pro-rated bonus and up to 30 months of COBRA.
- Mr. Moreno, Mr. Dodgen, and Mr. Perisich: Lump sum equal to 2.0x (base salary + target bonus) plus pro-rated bonus and up to 24 months of COBRA.
- Non-Compete/Non-Solicit: Restrictions range from 1 to 2 years generally, extending to 2 to 30 months depending on the termination type and the "CIC Protection Period."
Guidance, Risks, and Contingencies
The filing does not contain forward-looking guidance, management commentary on financial outlook, or specific risk factors beyond the standard contractual terms. A key contingency noted is that receipt of termination payments and benefits requires the execution of a general release of claims against the Company by the respective executive.
Investor Verification Checklist
- Verify the total potential cash outflow for severance in a Change in Control scenario for all four executives.
- Review the full text of Exhibits 10.1 through 10.4 for specific definitions of "Cause," "Good Reason," and the "CIC Protection Period."
- Confirm the impact of these agreements on the company's equity pool under the 2013 Equity Incentive Plan.
- Assess the duration and scope of non-solicitation restrictions relative to the company's competitive landscape.