Tutor Perini (TPC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 15, 2025, with key votes on director elections, auditor ratification, executive compensation, and an amended incentive plan.

• CEO transition completed: Gary G. Smalley succeeded Ronald N. Tutor as CEO on January 1, 2025; Tutor remains Executive Chairman through 2026.

• Record operating cash flow ($503.5M), significant debt reduction, and record backlog ($18.7B) achieved in 2024.

• Shareholder engagement led to changes in compensation practices, board refreshment, and enhanced disclosure.

Voting matters and shareholder proposals

• Shareholders to vote on: (1) election of ten directors, (2) ratification of Deloitte & Touche LLP as auditors, (3) advisory approval of executive compensation, (4) approval of amended Omnibus Incentive Plan.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 5, 2025, for proxy inclusion.

Board of directors and corporate governance

• Board consists of ten directors, majority independent; recent refreshment added new members.

• Lead Independent Director role established; annual board and committee self-evaluations.

• Shareholder right to call special meetings; majority voting standard for uncontested elections.

• Board committees: Audit, Compensation, Corporate Governance and Nominating, all with independent chairs.