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Board Structure and Committee Composition

        The Board has: (i) an Audit Committee, (ii) a Compensation Committee, (iii) a Nominating and Corporate Governance Committee and (iv) a Succession Planningnewly created Strategy and Risk Committee. The Board and its Committees meet throughout the year on a set schedule and also hold special meetings, both telephonically and in person, and act by written consent from time to time, as appropriate. During 2018,2019, the Board held a total of twelveeight meetings, the Audit Committee held fourfive meetings, the Compensation Committee held foursix meetings, and the Nominating and Corporate Governance Committee held three meetings and the Succession Planning Committee held one meeting.five meetings. The independent Directors meet in executive session at meetings of the Board and Committees as necessary. During the Board meetings, all of the independent Directors met in executive session without any management members four times during 2018.2019.

        The Board has separated the roles of Chairman and CEO, with Mr. PrattKing serving as our Non-Executive Chairman of the Board since August 2015,November 2019, when Mr. KingMcCormick became our CEO. In May 2010, Mr. Cook was appointed by the Board as the Lead Director, responsible for chairing the Board meetings in the absence of the Chairman, chairing executive sessions of independent Directors, acting as the principal liaison between the Chairman and the independent Directors and serving as the contact Director for stockholders. The Board believes it should have the flexibility to establish a leadership structure that works best for the Company at a particular time, and it reviews that structure from time to time, including in the context of changes in leadership. The Board is of the view that its current leadership structure best serves the objective of effective Board oversight of management at this time and allows Mr. KingMcCormick to focus primarily on the operations and management of the Company, while leveraging Mr. Pratt'sKing's experience to lead the board.

        The Board and the Compensation Committee do not make decisions regarding an executive officer's compensation in the presence of such executive officer. The compensation of our Chief Executive Officer and all other executive officers is recommended to the Board of Directors for approval by the Compensation Committee. The Board of Directors act on the recommendations in a vote in which only independent Directors participate and which takes place during executive sessions of independent Board members.

        Director nominees are selected oridentified and recommended for the Board of Directors' selection by the Nominating and Corporate Governance Committee. The Board of Directors act on the recommendation in a vote in which only independent Directors participate and which takes place during executive sessions of independent Board members.

        Each Director attended all of the Board meetings held in 2018.2019. In addition, each Director attended all of the meetings held by all Board committees on which such person served (during the periods that such person served).

        The Audit, Compensation and Nominating and Corporate Governance committees operate under written charters adopted by the Board.

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        The members of the Board committees are identified in the following table:

Audit Committee

        The Audit Committee consists of threefour persons, all of whom are independent under the Nasdaq listing standards. Members of the Audit Committee must also satisfy additional SEC independence requirements, which provide that they may not accept directly or indirectly any consulting, advisory or other compensatory fee from the Company other than compensation in their capacity as Director, or otherwise be an "affiliated person" of us. The Board has determined that Audit Committee members Messrs. Brown (Chair), Cook, Schauerman, and SchauermanMs. Mashinski all satisfy the applicable SEC independence requirements. The Board has also determined that each member of our Audit Committee qualifies as independent under Rule 10A-3 of the Exchange Act.

        The Audit Committee oversees our accounting and financial reporting processes, internal control systems, independent auditor relationships and the audits of our financial statements. Among other matters, the Audit Committee's responsibilities include the following:

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Selecting and hiring our independent registered public accounting firm;



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Evaluating the qualifications, independence and performance of our independent registered public accounting firm;



•

Reviewing and approving the audit and non-audit services to be performed by our independent registered public accounting firm;



•

Reviewing with management and our independent registered public accounting firm the annual and quarterly financial statements. On a quarterly basis, the independent Audit Committee members meet with the auditors without the presence of management. During these independent sessions, the Audit Committee and the auditors discuss, among other things, the acceptability of the Company's accounting principles, critical accounting policies and sensitive accounting estimates;



•

Overseeing the administration of management's process for the design, review of adequacy, implementation and effectiveness of our internal controls established for finance, accounting, legal compliance and ethics;



•

Reviewing management's assessment of internal control and steps taken to monitor and control our exposure to financial risk;



•

Overseeing the administration of management's process of reviewing the design, adequacy, implementation and effectiveness of our critical accounting and financial policies;

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•

Overseeing and monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to accounting matters in our financial statements; and



•

Reviewing and approving any material related party transactions.

        Audit Committee Financial Expert.    The Board has also determined that Mr. Brown, Ms. Mashinski, and Mr. Schauerman are the Audit Committee "financial experts" as defined under SEC rules and regulations. Management has the primary responsibility for the preparation of the financial statements and the financial reporting processes of the Company.

        The Audit Committee Report is included on page 24.21.

Compensation Committee

        The members of the Compensation Committee of the Board are Messrs. CookTinstman (Chairman), Brown, Tinstman,Cook, and Tucker. All of the members of the Compensation Committee meet the independence requirements of Nasdaq listing standards.

        The Compensation Committee monitors and assists the Board in determining compensation for our executive officers and Directors. The Board and the Compensation Committee do not make decisions regarding an executive officer's compensation in the presence of such executive officer. After the Compensation Committee analyzes compensation issues related to our Chief Executive Officer and other executive officers, it makes a recommendation to the Board's independent Directors for determination by independent Directors in a vote in which only independent Directors participate. The Compensation Committee has the following authority and responsibilities, among others, with respect to our Director and executive compensation plans:

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Reviewing the goals and objectives of our executive compensation programs and recommending to the Board any changes to these goals and objectives;



•

Reviewing our executive compensation plans including incentive, equity-based and benefit plans, and recommending to the Board the adoption of new plans or amendments to existing plans;



•

Evaluating annually the performance of the Chief Executive Officer and recommending to the independent members of the Board his or her compensation level based on this evaluation;



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Evaluating annually the performance of the other executive officers of the Company and its subsidiaries and recommending to the independent members of the Board the compensation level of each based on this evaluation;



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Reviewing and recommending to the independent members of the Board, concurrently with the Board's Audit Committee, any employment, severance or termination arrangements made with any executive officer of the Company or its subsidiaries; and



•

Evaluating the appropriate level and types of compensation for Board and Committee service by non-employee Directors and recommending any changes to the Board.

        The Compensation Committee has the power to form subcommittees for any purpose that it deems appropriate and may delegate to such subcommittee such power and authority as the Compensation Committee may deem appropriate, provided it does not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Compensation Committee as a whole. The Compensation Committee may consider the recommendations of our Chief Executive Officer in determining the level of compensation of the executive officers of the Company and its subsidiaries. The Compensation Committee has the authority to retain such independent consultants or advisers as it deems necessary and appropriate, including compensation consultants, to advise it with respect to amounts or forms of executive or Director

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compensation, and may rely on the integrity and advice of any such advisers. The Compensation Committee also has the sole authority to retain a compensation consultant to assist it in carrying out its responsibilities, including the sole authority to approve the consultant's fees and other retention terms, such fees to be borne by us, and to terminate any such consultant.

        The Compensation Committee engaged Pay Governance, LLC as its independent advisor beginning in 2012. Prior to their engagement, Pay Governance did not perform any services for the Company. The Compensation Committee considered independence factors under Dodd-Frank and Nasdaq rules and concluded that the work performed by Pay Governance did not present any conflicts of interest. As requested by the Compensation Committee, from time to time Pay Governance adviseshas advised and consultsconsulted with the Compensation Committee on compensation issues, compensation design and trends, and keepshas kept the Compensation Committee apprised of regulatory, legislative, and accounting developments and competitive practices related to executive compensation. Pay Governance reviews, at the direction of the Compensation Committee, compensation levels, trends and practices at the discretion of the Compensation Committee. Pay Governance does not determine the exact amount or form of executive compensation for any executive officers. See "EXECUTIVE COMPENSATION—Compensation Discussion and Analysis" on page 26.23. Pay Governance reports directly to the Compensation Committee, and a representative of Pay Governance, when requested, attends meetings of the Compensation Committee, is available to participate in executive sessions and communicates directly with the Compensation Committee Chair or its members outside of meetings. Pay Governance does no other work for the Company.

Compensation Committee Interlocks and Insider Participation

        No interlocking relationship exists between any member of our Board and any member of the board of directors or compensation committee of any other companies, nor hashave such interlocking relationships existed in the past.

Nominating and Corporate Governance Committee

        The members of the Nominating and Corporate Governance Committee are Messrs. Tucker (Chairman), Cook, Schauerman, and Tinstman. All of the members of the Nominating and Corporate Governance Committee meet the independence requirements of Nasdaq listing standards.

        The Nominating and Corporate Governance Committee assists the Board by identifying individuals qualified to become Directors consistent with criteria established by the Board. After the Nominating and Corporate Governance Committee identifies qualified individuals, it makes a recommendation to the Board's independent Directors. Director nominees are selected by a majority of the Board's independent Directors in a vote in which only independent Directors participate. Among other matters, the Nominating and Corporate Governance Committee's responsibilities include the following:

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Evaluating the composition, size and governance of the Board and its committees and making recommendations regarding future planning and the appointment of Directors to committees of our Board;



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Administering a policy for evaluating and considering nominees for election to the Board;



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Supporting the succession planning and talent development for succession candidates;



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Reviewing succession plans and management development programs for members of executive management and the CEO and providing reports on the progress of the succession planning and management development to the Board;



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Overseeing the evaluation of our Board as a whole;

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Reviewing our corporate governance principles and providing recommendations to the Board regarding possible changes; and



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Developing and reviewing our Code of EthicsConduct and assuring that it is appropriate for us.

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Selection of Board Nominees

        In identifying Board nominees, we may consider individuals who are known to our officers or Directors, or individuals with significant industry or other relevant experience. The NominatingStrategy and Corporate Governance Committee's consideration of a candidate as a Director includes assessment of the individual's understanding of our business, the individual's professional and educational background, skills, expertise, potential time commitment, and other criteria established by the Nominating and Corporate Governance Committee from time to time.

        To provide such a contribution to us, a Director must generally possess one or more of the following, in addition to personal and professional integrity:

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Experience in corporate management;



•

Experience in our industry;



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Experience as a board member or officer of a publicly held company;



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Experience in financial and accounting matters;



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Expertise and experience in substantive matters related to our business; and



•

Practical and mature business judgment.

        The Nominating and Corporate Governance Committee has adopted its own procedures for evaluating the suitability of potential Director nominees, including qualifications for a "financial expert" and financially literate members for the Audit Committee.

Succession PlanningRisk Committee

        In May 2011,February 2020, the Board of Directors established a Succession PlanningStrategy and Risk Committee and appointed Mr. TinstmanSchauerman as Succession PlanningStrategy and Risk Committee Chair with Mr. Pratt, our Chairman,Cook and Mr. Cook, our independent Lead Director,Tinstman as members. The purposeStrategy and Risk Committee oversees our financial policies, acquisition strategy, and financial strategy. Among other matters, the Strategy and Risk Committee's responsibilities include the following:

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Oversee the Company's portfolio of businesses;



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Considering and approving certain mergers, acquisitions, and divestitures by the Succession Planning Committee isCompany;



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Reviewing the Company's strategic plans related to coordinate the effortsacquisitions and divestitures, including capital structure, proposed methods of the Boardfinancing, and executive managementinvestment strategies;



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Monitoring ongoing activities in establishing the processes, proceduresconnection with certain acquisitions, dispositions, and practices that the Boardinvestments; and management will use to meet their succession planning responsibilities, including succession with respect to the position of CEO. In addition, the Succession Planning Committee has established contingency plans for the departure, death or disability of our CEO.





•

Tracking certain completed acquisitions and investments.

Board Role in Risk Oversight

        Our        The Board oversees a Company-wide approach to risk management function designed to enhance long-term shareholder value and support the achievement of long-term organizational objectives. The Board determines the appropriate level of risk for the Company, assesses the specific risk faced by the Company, and reviews the steps taken by the Company's leadership to manage those risks. The involvement of the Board in setting the Company's business strategy, both short-term and long-term, is responsiblea key part of its understanding of the Company's risks and how those risks may evolve in response to changes in strategy or business environment, and what constitutes an appropriate level of risk for oversight of our Company's risks. As with all companies, and especially with construction companies, we face a variety of risks in our business. Many of these risks are discussed in Item 1A, "Risk Factors" in our most recent Annual Report on Form 10-K, which was filed with the SEC on February 28, 2019.Company.

        The Board believes that having a system in place for risk management and implementing strategies responsive to our risk profile and exposures is the best way to identify in a timely manner specific material risks, but we can give no assurances that we will be able to identify or mitigate all possible risks in advance. In order to more efficiently provide oversight of these material risks,

        While the Board has designated certain riskthe ultimate oversight responsibilities to relevant Board committees. The Audit Committee has the direct responsibility for the risk oversightmanagement process, its Committees oversee risk in certain specified areas:

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Audit Committee:  Oversees risks relating to accounting matters, financial reporting, enterprise, cybersecurity, legal and compliance risks. To assist in this risk oversight function, the Audit Committee obtains assistance from the following: (1) our Chief Financial Officer, who is responsible for managing our risk management function, (2) our General Counsel,Chief Legal Officer, who is responsible for the Company's third party insurance programs and (3) our independent registered public accounting firm. The Audit Committee meets periodically with management and the independent auditors to review

financial exposures.



•

Compensation Committee:  Regularly reviews the Company's compensation policies and programs, as well as the mix and design of short-term and long-term compensation, to ensure that our compensation programs do not encourage unnecessary and excessive risk taking.

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financial exposures. The Compensation Committee is responsible for risks related to employment policies and our compensation and benefits systems. The

•

Nominating and Corporate Governance Committee overseesCommittee:  Addresses risks associated with our Code of Conduct, including compliance with listing standards for independent Directors and committee assignments. As necessary, the committee chairmenchairman report any risk-related matters to the full Board at Board of Directors meetings.

The Nominating and Corporate Governance Committee also provides oversight with respect to succession planning for the CEO and other senior executives.



•

Strategy and Risk Committee:  Focuses on risks associated with prospective acquisitions, and divestitures, including capital structure, proposed methods of financing, and investment strategies.

        While the Board is responsible for risk oversight, the day-to-day risk management is the responsibility of the operating management and executive officers. Our executive officers maintain a significant ownership interest which results in an increased level of awareness of the need of risk management and risk oversight for the long-term benefit of the Company.

Selection of Board Nominees

        The Board of Directors believes that the Board, as a whole, should include individuals with a diverse range of backgrounds and experience to give the Board both depth and breadth in the mix of skills represented for the benefit of our stockholders. The Board endeavors to have a group of directors representing a diverse background (including gender, race, ethnicity, and age) and to include in its overall composition an array of targeted skills that complement one another rather than requiring each director to possess the same skills, perspectives and interests. Accordingly, the Board and the Nominating and Corporate Governance Committee consider the qualifications of directors and director nominees both individually and in the broader context of the Board's overall composition and the Company's current and future needs.

        The Board and Nominating and Corporate Governance Committee also understand the importance of board refreshment and aim to achieve a balance between the knowledge that comes from longer-term service on the board with the new experience, ideas and energy that can come from adding directors to the Board. To that end, our Corporate Governance Guidelines provide that directors may not stand for re-election if the election would occur after they reach the age of 75. In addition, the Board and Nominating and Corporate Governance Committee view the consistent focus on Board membership criteria, Board composition and size, as well as the anticipation of vacancies, to be integral parts of board refreshment.

        Our Corporate Governance Guidelines contain Board membership criteria that apply to current directors as well as Board nominees. The Nominating and Corporate Governance Committee regularly evaluates the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. If any vacancies are anticipated or arise, the Nominating and Corporate Governance Committee will consider director candidates suggested by current Board members, management, third-party search firms and others. The Nominating and Corporate Governance Committee will also consider director nominations by stockholders that are made in compliance with our bylaws. All applications, recommendations or proposed nominations for Board membership received by the Company will be referred to the Nominating and Corporate Governance Committee. The manner in which the qualifications of a nominee are evaluated does not differ if the nominee is recommended by a stockholder.

        The Nominating and Corporate Governance Committee's consideration of a candidate as a Director includes assessment of the individual's understanding of our business, the individual's professional and educational background, skills, expertise, potential time commitment, and other criteria established by the Nominating and Corporate Governance Committee from time to time. To

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provide such a contribution to us, a Director must generally possess one or more of the following, in addition to personal and professional integrity:

•

Experience in corporate management;



•

Experience in our industry;



•

Experience as a board member or officer of a publicly held company;



•

Experience in financial and accounting matters;



•

Expertise and experience in substantive matters related to our business; and



•

Practical and mature business judgment.

        The Nominating and Corporate Governance Committee has adopted its own procedures for evaluating the suitability of potential Director nominees, including qualifications for a "financial expert" and financially literate members for the Audit Committee.

Annual Board and Committee Evaluations

        Primoris believes that regular Board evaluations are an instrumental component of building and maintaining a strong and effective Board. Each year, the Nominating and Corporate Governance Committee, together with the Company's Corporate Secretary, coordinates the Board performance evaluations that assist the Board in determining whether the Board, its committees, and each member of the Board are functioning effectively. This process also assists the Board in determining how it can improve its processes and effectiveness. These evaluations are conducted through a combination of formal and informal processes, including questionnaires which solicit open-ended and candid feedback on an anonymous basis, in-person interviews, and telephone interviews. The collective ratings and comments are compiled, summarized and presented to the Board and its committees and provide the Board valuable information on a range of topics, including new director searches, committee composition, and subject matter for continuing Board education. In addition, the Company periodically engages a third-party consulting firm to conduct a comprehensive Board effectiveness review.

Code of EthicsConduct

        The Company has a Code of EthicsConduct that complies with the rules and regulations adopted by the SEC and Nasdaq listing standards and are applicable to all of our Directors, officers and employees. The Code of EthicsConduct also includes a supplement with additional policies that are applicable to the CEO, CFO and all senior financial officers of the Company. The Code of EthicsConduct is available on the Investor Relations/Governance section of our website atwww.prim.com. We intend to post amendments to, or waivers under, if any, our Code of EthicsConduct (to the extent applicable to our Directors or Chief Executive Officer, Principal Financial Officer, or Principal Accounting Officer) at this location on our website. Among other matters, this Code of EthicsConduct is designed to promote:

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Honest and ethical conduct;



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Avoidance of conflicts of interest;



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Full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in our other public communications;



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Compliance with applicable governmental laws and regulations and stock exchange rules;



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Prompt internal reporting of violations of the Code of EthicsConduct to an appropriate person or persons identified in the Code of Ethics;Conduct; and



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Accountability for adherence to the Code of Ethics.Conduct.

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Policy Regarding Director Attendance at Annual Meetings of Stockholders

        Directors are strongly encouraged to attend our Annual Meetings of Stockholders, and we currently expect all of our Directors to be in attendance at the Annual Meeting on May 3, 2019.1, 2020. All the Directors were in attendance at the 20182019 Annual Meeting.

Stockholder Communications with the Board of Directors

        Stockholders may communicate with any of our Directors, either individually or as a group, by writing to them at Primoris Services Corporation, c/o Secretary, 2300 N. Field Street, Suite 1900, Dallas, Texas 75201. Please specify to whom your correspondence should be directed. The Secretary will promptly forward all correspondence to the Board or any specific committee member, as indicated in the correspondence, except for mass mailings, job inquiries, surveys, business solicitations or advertisements, or patently offensive or otherwise inappropriate material. Our Secretary may forward certain correspondence, such as product-related or service-related inquiries, elsewhere within the Company for review and possible response.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

        Our Board has adopted a written policy requiring review, approval and ratification of any material related party transaction, including those that would require disclosure under Item 404 of Regulation S-K. All material related party transactions may be consummated and continued only if the Audit Committee has approved or ratified such transaction after a review of the relevant facts and circumstances.

        The following is a description of related party transactions to which we have been a party, in which the amount involved exceeded $120,000, other than compensation and employment arrangements described elsewhere in this Proxy Statement. The descriptions are for the annual period of 2018.2019. We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm's length transactions with independent third parties. In addition, any new leases, extensions of lease terms and changes in lease terms or amounts must be approved in advance by the Audit Committee.

        In December 2019, the Company purchased and cancelled an aggregate of 2,316,960 shares of its Common Stock from Brian Pratt, a former member of our Board of Directors, in a private transaction for an aggregate purchase price of $50.0 million or $21.58 per share. The share price was determined based on prevailing market prices at the time the agreement was negotiated on behalf of the Company did not enter intoby a committee of independent directors of our Board, which received a fairness opinion as to the terms of the transaction before it was finalized. The share repurchase was made pursuant to the Company's existing $50.0 million repurchase program authorized by our Board of Directors in October 2019. The governing Share Repurchase Agreement contains a "standstill" covenant prohibiting Mr. Pratt from selling any material related party transactions during 2018.additional shares of the Company's Common Stock through May 26, 2020.

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DIRECTOR COMPENSATION

        Directors who also are employees of the Company do not receive additional compensation for serving as Directors. Compensation for employee Directors is determined by the Board's Compensation Committee and is discussed further in the Compensation Discussion and Analysis section of this proxy.

        Current compensationCompensation in 2019 for independent Directors of the Company includes the following components:

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Cash payments of $35,000 made during the second and fourth calendar quarters of each year.



•

In lieu of cash payments for the first and third calendar quarters of each year, the Directors are issued Common Stock with an approximate aggregate value of $46,667 each.during the first and third calendar quarters of each year. The Common Stock cannot be traded for a period of one year from the date of issuance. The number of shares is determined using the average of the closing prices of the Company's Common Stock on Nasdaq for the one-month period prior to the beginning of the quarter. The shares are issued pursuant to the Primoris 2013 Equity Incentive Plan, approved by the stockholders on May 3, 2013 ("2013 Equity Plan").



•

Additional annual cash compensation as follows:



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$25,000 to the Chairman of the Board;



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$20,000 to the Chairman of the Audit Committee



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$15,000 to the Chairman of the Compensation Committee; and



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$15,000 to the non-employee chairman of any other committees established by the Board of Directors.

        In addition, Directors are reimbursed for expenses incurred in connection with Board and Board Committee meetings and assignments.

        On August 5, 2015, the Board of Directors approvedCompany entered into a four yearfour-year agreement forwith Brian Pratt (our former CEO) as a Senior Strategic Advisor. The agreement provides for an annual fee of $325,000, medical insurance benefits equal to those provided to Company employees, Company-provided automobile insurance coverage, up to 100 hours of personal use of any Company owned or leased aircraft per year, and reimbursement of personal use of Company-paid club memberships in Dallas County, Texas and Orange County, California.

        On July 1, 2019, the Company entered into a two year agreement with Mr. Pratt that superseded the agreement entered into on August 5, 2015. The agreement provides for up to 100 hours of personal use of any Company owned or leased aircraft per year. On February 28, 2020, the Company gave Mr. Pratt 30 days written notice to terminate the agreement.

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The table below details the compensation earned by our non-employee Directors in 2018.2019.

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        In February 2020, the Compensation Committee approved changes for independent Directors of the Company, which includes the following components:

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Cash payments of $19,000 each quarter.



•

Common Stock with an approximate aggregate value of $28,500 each quarter. The Common Stock cannot be traded for a period of one year from the date of issuance. The number of shares is determined using the average of the closing prices of the Company's Common Stock on Nasdaq for the one-month period prior to the beginning of the quarter. The shares are issued pursuant to the Primoris 2013 Equity Incentive Plan, approved by the stockholders on May 3, 2013 ("2013 Equity Plan").



•

Additional annual cash compensation as follows:



•

$25,000 to the Chairman of the Board;



•

$20,000 to the Lead Independent Director;



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$20,000 to the Chairman of the Audit Committee



•

$15,000 to the Chairman of the Compensation Committee; and



•

$15,000 to the non-employee chairman of any other committees established by the Board of Directors.

        On January 1, 2020, the Company entered into a three year agreement with David L. King (our former CEO) as a Strategic Advisor. The agreement provides for an annual fee of $325,000, medical insurance benefits equal to those provided to Company employees, up to 50 hours of personal use of any Company owned or leased aircraft per year, and reimbursement of personal use of Company-paid club memberships in Dallas County, Texas.

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STOCK OWNERSHIP

Security Ownership of 5% or Greater Stockholders, Directors, Director Nominees and Executive Officers

        The following table sets forth information with respect to beneficial ownership of Common Stock for (a) those persons known by management of the Company to beneficially own 5% or more of our Common Stock (other than executives and Directors), (b) each Director and Director nominee, (c) the Named Executive Officers listed in the Summary Compensation Table under "Executive Compensation", and (d) all of our executive officers and Directors as a group. The information for the officers and Directors is provided as of March 29, 201920, 2020, and the information for 5% or more institutional stockholders is as of the most recent filing with the SEC.SEC as noted in the table below. The Company is not aware of any arrangement or pledge of Common Stock that could result in a change of control of the Company.

        Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. To our knowledge, the persons named in the table have

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"sole "sole voting and investment power" and/or "shared voting and investment power", with respect to all shares of Common Stock beneficially owned, subject to community property laws where applicable.

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Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports

        Section 16(a) of the Exchange Act requires our officers, Directors and persons who beneficially own more than ten percent (10%) of a registered class of our equity securities to file reports of securities ownership and changes in ownership with the SEC.

        As of the date of this Proxy Statement, and based solely on our review of the copies of such reports furnished to us and written representations from our executive officers and Directors, we believe that all reports needed to be filed by current Section 16 reporting persons since January 1, 20182019 were filed on a timely basis other than the following delayed filings: a Form 4 for John P. Schauerman covering shares of stock gifted;gifted, a Form 34 for Travis L. Stricker;Thomas E. McCormick covering a common stock disposition, a Form 4 for David L. King covering a common stock acquisition, a grant of Restricted Stock Units ("Units"), and 15 accrualsan accrual of Dividend Equivalent Units ("DERs");(DERs), and a Form 4 for Kenneth M. Dodgen covering a common stock acquisition two grants of Units, and four accruals of DERs; a Form 4 for Thomas E. McCormick covering a common stock acquisition, a grant of Units, and eight accruals of DERs; a Form 4 for John M. Perisich covering a common stock acquisition and a grant of Units; a Form 4 for Travis L. Stricker covering a common stock acquisition and a grant of Units; and a Form 4 for Peter J. Moerbeek covering a grant of Units and 18 accrualsan accrual of DERs.

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INFORMATION ABOUT AUDIT FEES AND SERVICES

Independent Registered Public Accounting Firm Fees and Services

        The following is a summary of the fees billed for professional services for the fiscal years ended December 31, 20182019 and 2017:2018:

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

        The Audit Committee has adopted policies and procedures regarding the pre-approval of the performance by Moss Adams LLP of audit, audit-related and tax services, except as may otherwise be permitted by law or regulation. Moss Adams LLP has also been instructed to obtain advance approval of any other services. Each pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Moss Adams LLP and management are required to periodically report to the Audit Committee regarding the services provided by the independent auditors in accordance with this pre-approval. All services listed above and all fees were approved in advance by the Audit Committee.

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Audit Committee Report

        The following report of the Audit Committee does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any other filing by us under the Securities Act or the Exchange Act, except to the extent we specifically incorporate this report by reference.

        The primary purpose of the Audit Committee is to assist the Board in fulfilling its responsibility to oversee (i) the integrity of our financial statements, (ii) the independent registered public accounting firm's qualifications, independence and performance, (iii) our accounting and financial reporting processes, (iv) our compliance with financial legal and regulatory requirements, and (v) the audits of our financial statements. The Audit Committee is directly responsible for the appointment, compensation and oversight of the work of the independent registered public accounting firm. The independent registered public accounting firm reports directly to the Audit Committee.

        Management has the primary responsibility for the preparation of the financial statements and the reporting process, as well as performing an evaluation and assessment of the effectiveness of the Company's internal control over financial reporting using the control criteria framework of the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013). Our management has represented to the Audit Committee that the consolidated financial statements for the fiscal year ended December 31, 20182019 were prepared in accordance with generally accepted accounting principles and that the Company's internal control over financial reporting was effective as of December 31, 2018.2019. In addition to its review and discussion with management of the audited consolidated financial statements and in the performance of its oversight function over internal controls, the Audit Committee reviewed and discussed with management the critical accounting policies that were applied in the preparation of our consolidated financial statements, and the process for certifications by our Chief Executive Officer and our Chief Financial Officer.

        Our independent registered public accounting firm is responsible for auditing the consolidated financial statements for the fiscal year ended December 31, 20182019 and issuing an opinion on the effectiveness of the Company's internal control over financial reporting as of December 31, 2018.2019. The Audit Committee discussed the results of the work of the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Securities and Exchange Commission and the Public Company Accounting Oversight Board ("PCAOB"), including PCAOB AS 1301 (Communications with Audit Committees). In addition, the Audit Committee received from the independent registered public accounting firm the written disclosures required by applicable requirements of the Public Company Accounting Oversight BoardPCAOB regarding the independent accountant's communications with the Audit Committee concerning independence, and discussed with them their independence from the Company and its management. The Audit Committee also evaluated whether the independent registered public accounting firm's provision of non-audit services to us was compatible with the auditor's independence and determined it was compatible. The members of the Audit Committee met in executive session (with no management in attendance) with the independent registered public accounting firm each quarter during the year.

        The Board determined that the Audit Committee members meet the independence requirements of Rule 10A-3 of the Exchange Act and applicable Nasdaq independence rules.

        In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board approved, the inclusion of the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 20182019 for filing with the SEC.

Peter C. Brown (Chairman)
Stephen C. Cook
Carla S. Mashinski
John P. Schauerman

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EXECUTIVE OFFICER INFORMATION

        The executive officers of Primoris as of April 4, 2019March 20, 2020 are as follows:

•

David L. King, 66,Thomas E. McCormick, 57, President and Chief Executive Officer (CEO);



•

Kenneth M. Dodgen, 53,54, Executive Vice President, Chief Financial Officer (CFO);



•

Thomas E. McCormick, 56, President;



•

John M. Perisich, 54,F. Moreno, Jr., 51, Executive Vice President, General Counsel and Secretary;Chief Operating Officer; and



•

John F. Moreno, Jr., 50,M. Perisich, 55, Executive Vice President, Chief OperatingLegal Officer and Secretary.

        See "Proposal 1—Election of Directors" for a description of Mr. King'sMcCormick's business experience.

        Mr. Dodgen was namedhas served as our Executive Vice President, Chief Financial Officer effectivesince November 7, 2018. Mr. Dodgen hasHe previously served as our Senior Vice President and Corporate Controller since May 2017. Prior to that, Mr. Dodgen served as Chief Financial Officer at Baker Hill Solutions from 2016 to 2017, Chief Financial Officer at PLH Group, Inc. from 2011 to 2015, and Chief Financial Officer at Fulcrum Power Services from 2006 to 2011. From 1996 to 2006, Mr. Dodgen spent ten years in investment banking with JPMorgan and Merrill Lynch where he focused predominantly on mergers and acquisitions. Prior to investment banking, Mr. Dodgen worked for Affiliated Computer Services in Dallas, and he began his career at PricewaterhouseCoopers. Mr. Dodgen received a B.B.A. in Accounting from Texas A&M University and an M.B.A. from the Booth School of Business at The University of Chicago. He is a licensed CPA.

        Mr. McCormick was named as our President effective April 1, 2019. He previouslyMoreno has served as our Executive Vice President, Chief Operating Officer fromsince April 2016.2019. He has extensiveover 30 years of experience in the engineering &and construction industry and has extensive experience in projects for many energy-related end markets, including pipelines, refining, petrochemicals, gas processing, LNG, oil sands and industrial gases.markets. Since February 2007,October 2010, he has served as President of PCL Industrial Construction Co., a private, heavy industrial construction firm. Prior to that, he held a variety of executive positions with CB&I. Such positions included President for Oil & Gas, Senior Vice President—Gas Processing & Oil Sands, Global Vice President—DownstreamPCL since 2000, including Operations Manager and Vice President Operations. Prior to 2007,General Manager. Mr. McCormick worked for more than 17 years at BE&K Engineering on a variety of heavy civil projects. Mr. McCormickMoreno has a Bachelor of Science degree in CivilMechanical Engineering from Florida State UniversityGeorgia Institute of Technology and an Advanced Executive Management DegreeM.B.A. from Inseadthe Wharton School at the University in Fontainebleau, France.of Pennsylvania.

        Mr. Perisich has served as our Executive Vice President and General Counsel effectiveChief Legal Officer since May 3, 2013. He previously served as our Senior Vice President and General Counsel from July 2008. Prior to that, he served as Vice President and General Counsel of Primoris Corporation beginning in February 2006, and previous to that was Vice President and General Counsel of Primoris Corporation and its predecessor, ARB, Inc. Mr. Perisich joined ARB in 1995. Prior to joining ARB, Mr. Perisich practiced law at Klein, Wegis, a full service law firm based in Bakersfield, California. He received a B.A. degree from UCLA in 1987, and a J.D. from the University of Santa Clara in 1991.

        Mr.Moreno was named our Executive Vice President, Chief Operating Officer, effective April 1, 2019. He has over twenty-five years' experience in the engineering and construction industry and has extensive experience in energy-related markets. Since October 2010, he has served as President of PCL Industrial Construction Co., a private, heavy industrial construction firm. Prior to that, he held a variety of positions with PCL since 2000, including Operations Manager and General Manager. Mr. Moreno has a Bachelor of Science degree in Mechanical Engineering from Georgia Institute of Technology and an M.B.A. from the Wharton School at the University of Pennsylvania.

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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis

        This section discusses the oversight of our executive compensation program by the Compensation Committee of the Board of Directors and provides a discussion of the compensation earned in 20182019 by our named executive officers ("NEOs"). Our NEOs for 20182019 include the following:

•

David L. King,Thomas E. McCormick, President and Chief Executive Officer;



•

Kenneth M. Dodgen, Executive Vice President, Chief Financial Officer;



•

Thomas E. McCormick, President;John F. Moreno, Jr., Executive Vice President, Chief Operating Officer;



•

John M. Perisich, Executive Vice President, General CounselChief Legal Officer and Secretary; and



•

Peter J. Moerbeek,David L. King, Former Executive Vice President, Chief FinancialExecutive Officer.

Overview

        Our management compensation programs apply broadly to all officers and management persons at the Company with modifications to reflect the different management levels, experience levels and types of responsibilities. The Company's goal is to align compensation so that the entire management team is committed to the Company's corporate objectives of achieving both near-and long-term profitable growth.

        In overseeing the executive compensation policies and practices for the Company, the Compensation Committee recognizes two unique cultural elements associated with (1) the transition in July 2008 from a successful privately owned company to a successful publicly traded company, and (2) the major acquisitions made since becoming a publicly traded company. At the time that we became a publicly traded company, ownership was held by 42 employees, directors and associates, all of whom had purchased their ownership interest. The 2008 transaction provided many of these former owners with a significant number of shares of the publicly traded company. Similarly, our acquisitions of James Construction Group in 2009 and Rockford in 2010 involved the issuance of a significant amount of Company stock to a number of executives and managers. Many of these former owners have remained as executives and managers, and a significant portion of their personal wealth results from their ownership of our stock. This ownership has helped align the interests of many of the Company's executives and managers with those of our stockholders.

        To help maintain the ownership culture, the Compensation Committee has approved our Long-term Retention Plan ("LTR Plan") which includes the offering of discounted shares to executives and managers.

Prior to becoming a public company, it was our practice to provide annual discretionary bonus awards based both on overall financial and non-financial performance. These discretionary awards were not tied to attaining a specific financial result; that is, there was no mathematical formula for determining bonus amounts. To date,Through 2018, the Compensation Committee has generally retained this practice. The Compensation Committee believes that, based on the history and culture of the Company, the discretionary approach has served to recognize performance and motivate the executive management team. The largest annual discretionary bonus amount awarded since 2008 has been $700,000.

        At the time of David L. King's promotion to CEO in August 2015,During 2019, the Compensation Committee separated his total annual bonus into two parts:approved a performance-based formula and a discretionary amount. At the time of hiring Thomas McCormick as Chief Operating Officer in April 2016, thenew Incentive Compensation Committee also separated his total annual bonus into a performance-based formula and a discretionary amount.

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        The Compensation Committee has determinedPlan ("ICP") that as some executives' roles change and as new executives are recruited, we need to make changes that will more closely align our practices with those typically utilized by other publicly traded companies. During 2018, the Company expanded its use of equity awards within the total compensation structure for executive and senior level roles. The Compensation Committee and management are continuing to work on further enhancements to our compensation practices that we expect to go into effect in 2019, such as the establishment ofestablished a more formulaic annual incentive calculation a more formulaic total bonus amount, and an increased emphasis on equity awards within the total compensation structure.

        Based on our overall financial performance since becoming a public company and the fact that there has been minimal turn-over at the senior and executive management levels of the Company, we We believe that our currentnew compensation practices and ownership culture have servedpractice will further enhance value for our stockholders well.stockholders.

Shareholder "Say-on-Pay" Vote

        At our Annual Meeting of Stockholders in May 2017, 92.3% of votes cast on our advisory vote on executive compensation (say-on-pay proposal) were voted in favor of the proposal, which our Compensation Committee has considered in designing and granting compensation to our NEOs. Consistent with the vote of our shareholders at our 2017 Annual Meeting on the proposed frequency for seeking advisory votes on executive compensation, we submit a say-on-pay proposal to a shareholder vote every three years. See Proposal 2.

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Compensation Philosophy

        Our goal is to create an executive compensation program that will appropriately reward our executives for their roles in creating both near-term and long-term value for our stockholders without encouraging or rewarding excessive risk. The Compensation Committee is charged with reviewing our executive officers' cash compensation and equity holdings to determine whether these provide adequate incentives and motivation to our executive officers and whether they adequately compensate the executive officers relative to comparable officers in other companies within our industry in light of our performance. Our goal is to be competitive with other similarly situated companies in our industry and to attract, retain and motivate key executives.

Processes and Procedures for Determining Executive Compensation

        The following describes the roles of the key participants and sources of information in the process of setting compensation.

The Role of the Compensation Committee

        The Compensation Committee reviews and approves compensation and benefit policies and objectives, determines whether our officers, directors and employees are generally compensated in accordance with these objectives, and carries out certain of the Board's responsibilities relating to the compensation of our executives. The Compensation Committee operates under a charter approved by the Board. All of the Compensation Committee members meet the Nasdaq independence standards, are "Non-employee" Directors as defined by the Exchange Act and are "outside Directors" as defined by Section 162(m) of the Internal Revenue Code.Act.

        For our executives' compensation, the Compensation Committee approves the structure of the compensation program. In addition, the Compensation Committee, in coordination with the recommendations by the CEO (excluding his own), directly sets the compensation for the Company's senior officers, including all NEOs. The Compensation Committee is involved in all matters where approval is appropriate for tax or regulatory reasons.

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The Role of the Board of Directors

        The Board provides final approval of Compensation Committee compensation changes for the executive officers. This approval is obtained at an independent Director session without the presence of management Directors.

The Role of Executives

        Our CEO is responsible for reviewing the compensation and performance of all the executive officers, other than himself. He makes recommendations to the Compensation Committee for adjustments in compensation, for annual short-termdiscretionary bonus amounts and for any other compensation changes. The Compensation Committee uses the CEO's recommendations and its evaluation of current individual and business performance and historical individual and business performance to review and approve annual bonus amounts. Our CEO is not present during and does not participate in the discussion of any elements of his compensation with the Compensation Committee.

        Our CFO facilitates the sharing of information among the Company, the compensation consultant and the Compensation Committee. In this role, he communicates with the compensation consultant at the direction of the Compensation Committee.

The Role of External Advisors

        The Compensation Committee has engagedengages Pay Governance, LLC as an independent consulting resource as needed to help it with its responsibilities. When requested, information and advice provided

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by Pay Governance may include reviews and critique of our executive compensation philosophy and strategies; a competitive analyses of competition program design; and presentations to update market trends. Pay Governance attends Compensation Committee meetings as requested by the Compensation Committee and conducts private meetings with the Compensation Committee without management representatives at the Committee's request.

The Role of Benchmarking

        We believe that it is helpful when making compensation-related decisions to be aware of current practices at similarly situated publicly held companies in engineering, construction, and related industries. The Compensation Committee periodically considers the compensation levels at other companies in our industry. We do not view benchmarking as a stand-alone tool for setting compensation due to the aspects of our business and objectives that may be unique to us. In using its collective judgment in setting executive pay, the Compensation Committee may use benchmarking as one consideration. However, at this time the Compensation Committee's decisions are based primarily on recommendations from our CEO, the Compensation Committee's evaluation of the executive's performance, the overall Company performance and our compensation strategy. We reviewed the most recent proxy information available for the following eight publicly traded engineering and construction companies (primarily fiscal year 20172018 information): EMCOR Group, Inc., Fluor Corporation, Granite Construction, Inc., KBR, MasTec, Inc., Matrix Service Company, Quanta Services, Inc., and Sterling Construction Company, Inc. Two companies previously included in our benchmarking group were not included in our 2018 group because of acquisition activity (Chicago Bridge & Iron Company was acquired by McDermott International, and our company acquired Willbros Group, Inc.). We found that our CEO's total 20182019 compensation was in the lower third of the peer companies' CEOs on an absolute basis and in the lower third when total compensation was normalized for annual revenue.

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Components of NEO Compensation

        The primary elements of our NEOcurrent compensation program are base salary and an annual short-term bonus. While the two primary components of NEO compensation are related, each is a

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distinct part of overall compensation. The NEOs also participate in the Company's LTR Plan through which each executive can accumulate equity at a discounted price.

•

Base salary provides a fixed level of cash compensation that recognizes the value of an individual's role in the Company. Salary is influenced by the executive's specific role and responsibilities, the executive's skill and performance and the executive's experience, as well as the executive's future potential and internal pay equity. Salary is also influenced by the Compensation Committee's view on internal equity and consistency.



•

Annual short-term bonuses provide a cash incentive bonus to focus executives on achieving key operational and financial objectives within a yearly time horizon and to provide a rewardbenefits programs for annual performance results. In general, we do not have a specific award opportunity target amount, other than for Mr. King and Mr. McCormick, as described below. All of our NEOs are participantssummarized in the LTR Plantable below. Each component has a critical role in motivating and annual bonus amounts are paid out under the terms of that Plan.

The LTR Plan combines elements of an annual bonusrewarding strong performance and a longer-term equity opportunity with the intent to provide an incentive for continuing employment. Under terms of the LTR Plan, annual bonus amounts are paid over a two-year period with one-half of the amount payable immediately and one-half deferred for one year. The deferred amount is a general obligation of the Company, but provides no interest or other income to the participants. Except in the case of death, disability or involuntary separation from service, the deferred compensation is generally vested to the participant only if employed by the Company on the payment date of bonus amounts the following year. The amount of compensation deferred under this plan is calculated each year based on 50% of the current year bonus amount. Participation in the LTR Plan is based on the recommendation of a senior manager and approval of the CEO and is elective to each participant. Participants can voluntarily withdraw from the plan prior to the end of each calendar year.

For the 2018 participants, the LTR Plan allows each participant the opportunity to designate 1/6 (16.67%) of their annual bonus to purchase Company Common Stock at a 25% discount to the average market price of the Company's shares for the month of December 2018, which was $21.08 per share, resulting in LTR Plan shares available for purchase at $15.81 per share. The designation must have been made prior to the end of December 2018. Discounted shares purchased cannot be sold for six months after issuance. Shares are issued under the provisions of our 2013 Equity Plan which was approved by our stockholders and adopted by the Company on May 3, 2013. For 2018, allretaining the NEOs designated the maximum number of shares allowed under the Plan.who deliver such performance.

•

Benefit plans provide for opportunities to contribute to retirement savings and promote health and wellness. We have established and maintain various employee benefit plans, including medical, dental, life insurance and 401(k) plans. These plans are available to all employees and do not discriminate in favor of NEOs. From time to time, we may provide perquisites to our executives that are not available to our employees generally.

2018 Performance Highlights

        To put the compensation decisions in context, the following summarizes the Company's financial results for 2018:

•

Revenues increased by $559.5 million (23.5%) to $2.9 billion from 2017; operating income increased by $24.2 million (22.8%) to $130.5 million from 2017; and diluted earnings per share increased by 7.1% to $1.50 per share compared to $1.40 per share in 2017. The primary reasons

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for the increase in operating income and diluted earnings per share was incremental growth from acquisitions, as well as organic growth in our Utilities, Power, and Pipeline segments.

•

Total stockholder return for the year 2018 decreased by 29.6%. During 2018, our share price decreased from $27.19 per share at December 31, 2017 to $19.13 per share at December 31, 2018. This 29.6% price decline compared to a decline of 40.9% during the same period for the eight companies identified in the "Role of Benchmarking" section above.



•

In 2018, cash flow from operations was $126.8 million, a decrease of $62.1 million, compared to 2017 cash flow from operations of $188.9 million. At December 31, 2018, year-end cash and cash equivalents was $151.1 million, a decrease of $19.3 million, compared to December 31, 2017 year-end cash and cash equivalents of $170.4 million.



•

Total backlog increased by $160.3 million to $2.8 billion at December 31, 2018 from $2.6 billion at December 31, 2017.

Compensation Committee Pay Decisions

2018 Base Salary Amounts

        In accordance with Company practices, base salaries for employees are reviewed annually. For the NEOs, with the exception of the CEO, the Compensation Committee reviewed the recommendations from Mr. King.King, our former CEO and the CEO at the time of the annual reviews. The following table shows changes approved by the Compensation Committee, effective June 18, 2018:10, 2019:

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2018 Annual Short-Term Bonus AmountsIncentive Compensation Plan

        The Company's incentive compensation plan for senior leadership and executives is designed to provide our NEOs with annual awards payable in 75% cash and 25% equity in the form of RSUs. The total annual award earned is divided into two components:

•

75% is based on the Company achieving specified financial and operational performance targets, which are approved by the Compensation Committee at the beginning of the year



•

25% of the total annual award is discretionary, subject to the approval of the Compensation Committee.

        An eligible NEO that begins employment during the performance year will generally have to wait a year to enter the ICP, unless otherwise determined by the CEO and with the approval of the Compensation Committee. Generally, an NEO must be employed by the Company on the date any cash incentive compensation is paid, as he otherwise forfeits any and all rights to such compensation unless contractual provisions entitle the NEO to a full or pro-rated amount or otherwise determined by the CEO (other than with respect to himself) and with approval of the Compensation Committee.

Measurable Performance AmountsAwards

        As noted earlier, the annual bonus amounts for both Mr. King and Mr. McCormick included both aThe measurable performance amount andaward for each NEO under the ICP is calculated as a discretionary amount. For each executive,percentage of such NEO's base salary earned during the measurableyear (the "ICP Target"), which is then multiplied by the weighted achievement percentage associated with the Company performance amount provided a potential bonus of up to 75% of his salary.metrics, as set forth in the following calculation:

        The Compensation Committee approved Mr. King'sestablished the following ICP Targets for each NEO for the 2019 performance year:

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Earnings per Share Component

        The Earnings per Share Component of the ICP is based on annual fully-diluted earnings per share. A payout occurs only if actual fully-diluted earnings per share is greater than the threshold amount and Mr. McCormick's 2018 targetspayout under this component is subject to a maximum achievement percentage. Based on February 21, 2018.the performance scale adopted by the Compensation Committee for the 2019 performance year, NEOs could earn awards for this component of the ICP as follows (when performance falls between the designated payout points above the threshold amount, the awards are determined by interpolation):

        For 2018,the 2019 performance year, the Compensation Committee established two measurable goals for each executive. For Mr. King the goals were fora target ICP earnings per share (EPS) and new business taken (as determined by ending total backlog). For Mr. McCormick, the goals were for operating income and new business taken (as determined by ending total backlog). For each executive, the targets were given equal weighting. Thus, a potential amount equal to 37.5% of the executive's annual salary could be earned upon attainment of each goal.$1.60. The Compensation Committee believedconcluded that these two measures, oneactual ICP earnings per share for currentthe performance year financial performancewas $1.61, which represents approximately 100.3% of the target and one related to future financial performance, would encouragean achievement percentage of 70.6%.

        The following table details the executives to improve performance on both an annual and future basis which should lead to sustained growth and enhanced shareholder value.actual payouts associated with the ICP Earnings per Share component:

New Business Generated Component

        The measure for current year financial performance for Mr. King wasNew Business Generated Component of the ICP is based on new business generated during the measure most seen2019 plan year. A payout occurs only if actual new business generated is greater than the threshold amount and payout under this component is subject to a maximum achievement percentage. Based on the performance scale adopted by investors, i.e. EPS. The measurethe Compensation Committee for currentthe 2019 performance year, financialNEOs could earn awards for this component of the ICP as follows (when performance for Mr. McCormick was based on operating income,falls between the designated payout points above the threshold amount, the awards are determined by interpolation):

        For the 2019 performance year, the Compensation Committee established a target ICP new business generated of $3,283.5 million. The Compensation Committee concluded that best reflectsactual ICP new business generated for the performance year was $3,412.0 million, which represents approximately 103.9% of the target and an achievement percentage of 77.8%.

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his overall financial focus. For both executives, ending backlog was used        The following table details the actual payouts associated with the ICP Earnings per Share component:

Cash Usage Component

        The Cash Usage Component of the ICP is based on the ability of the Company to manage cash during the 2019 plan year. Cash usage is measured as deferred contract revenue less unbilled contract revenue less uninstalled contract materials, less accounts receivable over 90 days old. The change in cash usage from the best surrogatebeginning of the year to measure the new business taken, which will generate future earnings.end of the year is the measurable component. A payout occurs only if actual cash usage is better than the threshold amount and payout under this component is subject to a maximum achievement percentage. Based on the performance scale adopted by the Compensation Committee for the 2019 performance year, NEOs could earn awards for this component of the ICP as follows (when performance falls between the designated payout points above the threshold amount, the awards are determined by interpolation):

        For each measure,the 2019 performance year, the Compensation Committee established a minimum target ICP cash usage of ($107.5) million. The Compensation Committee concluded that actual ICP cash usage for the performance year was ($112.0) million, which represents approximately 95.8% of the target and an achievement percentage of 55.9%.

        The following table details the actual payouts associated with the ICP Earnings per Share component:

Safety Performance Component

        The final component of the ICP is based on Company's achievement of measurable safety performance goals. Performance with respect to this component is measured by the Company's consolidated total recordable incident rate ("TRIR") for the performance year. TRIR is defined as the

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number of work injuries in the performance year multiplied by 200,000 divided by reportable hours worked. A payout occurs only if actual TRIR is below the threshold amount and payout under this component is subject to a maximum target and a target range betweenachievement percentage. Based on the two amounts. On attainment of the minimum target, 25% of the potential amount for the target would be earnedperformance scale adopted by the executive. The remaining 75% of the potential amount would be earned on performance between the minimum and maximum amounts which was calculated on a pro-rata basis ratably for the target range.

        In establishing the minimum and maximum targets for the operating income and EPS performance goals, the Compensation Committee usedfor the 2018 Plan that was approved by the Board of Directors. The minimum2019 performance targets were established at 90%year, NEOs could earn awards for this component of the approved financial plan amounts, andICP as follows (when performance falls between the maximumdesignated payout points below the threshold amount, the awards are determined by interpolation):

        For the 2019 performance targets were established at 110% of the approved financial plan amounts.

        To establish the minimum target for ending total backlog,year, the Compensation Committee used $2.6 billion.established a target ICP TRIR of 0.65. The maximum amountCompensation Committee concluded that actual ICP cash usage for the performance year was $3.0 billion.

        The actual results0.84, which was above the threshold amount. Therefore, no award was earned for 2018 were as follows. The company did not attain the EPS target, attained 77.4% of the maximum operating income target, and attained 39.9% of the maximum ending backlog target.

        The measurable bonus amount for Mr. King was 21% of his average base salary, or $146,933. The measurable bonus amount for Mr. McCormick was 50% of his average base salary, or $279,903.this component.

Discretionary Amounts

        The Compensation Committee recognizes that historicallyPrior to 2019, there have generally been no specific targets against which to calculate annual bonus amounts for most of the executives, except for Mr. King and Mr. McCormick as discussed above.executives. At the end of the year, the CEO and the Compensation Committee review the overall performance of the Company and the contributions made by the top executives.

        The Compensation CommitteeUnder the ICP, 25% of each NEOs total annual award is responsible for recommending short-term bonus amounts for NEOs and other executives who could potentially be NEOs. In determining its recommendations for 2018 short-term bonus amounts fordiscretionary, subject to the six persons under its purview,approval of the Compensation Committee consideredCommittee. There is not a requirement that there be a relationship between the Company's specificmeasurable performance as summarized in the 2018 Highlights section above, the Company's performance in comparison to its peers and the Company's progress toward attaining its strategic objectives. Consideration of the discretionary bonus amounts for each NEO, excluding the CEO, included a discussion with the CEO who made his recommendations.

        Separately, the Compensation Committee reviewed Mr. King's performance for determining the discretionary part of his bonus. In addition to the financial performance of the Company, the Compensation Committee considered non-financial measures, such as the continuing improvements in the Company's safety record during 2018, the improvements in overall risk management processes and procedures, and the successful tax planning strategies implemented in 2018. The Compensation Committee recommendedperformance. For example, a discretionary bonus amountcould be awarded even if most, or all, of $700,000 for 2018.the measurable performance goals were not attained. Similarly, an excellent measurable performance would not necessarily result in awarding of a maximum discretionary amount.

        The Compensation Committee then metfollowing table lists the discretionary award amounts for 2019 and 2018.

Equity Awards

        Under the ICP, all of the NEOs are paid their total awards (measurable and discretionary) 75% in executive session to makecash and 25% in RSUs. The RSUs generally vest over three years in equal annual installments, as long as the NEO bonus recommendations using its judgment and experience and a comparison to prior performance and annual period levels. The Compensation Committee approved overall bonus amounts foris employed by the Company, and recommended annual bonus amountssubject to accelerated vesting upon the reporting person's termination without cause, death, disability, or retirement from the Company. The number of RSUs are determined using a 25% discount to the average December 2019 closing price for the NEOs. These recommendations were approved by the independent Directors of the Board, voting in an executive session.Primoris shares.

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        The following table listsshows the discretionary bonus amounts for 2018total RSUs earned by each of the NEOs under the ICP in 2019 and 2017.granted in February 2020:

Equity Awards

        All of the NEOs are participants at the maximum level in the LTR Plan. The executives designated a total of $371,139 of their bonus amount to purchase 23,477 shares in total, representing approximately 21% of the total shares purchased by all participants in the LTR Plan.

Other Compensation Items

Stock Ownership Guidelines

        In August 2019, our Nominating and Corporate Governance Committee established minimum stock ownership guidelines for executive officers, with the goal of promoting equity ownership and aligning our executive officers' interests with our stockholders. The ownership guidelines are currently established at the following minimum levels:

        Officers will have five years from adoption of these stock ownership guidelines or five years from the date of hiring or promotion to acquire the shares needed to meet the stock ownership guidelines. The Company's Secretary will evaluate compliance on an annual basis, as of April 30 of each year, and not on a running basis. If an officer achieves compliance with these stock ownership guidelines as of April 30 of any year, the officer will not be deemed to have failed to comply with these guidelines as of April 30 of any future year as a result of a decline in the Company's stock price if the officer has not sold any shares. The Secretary will provide a compliance report to the Nominating an Governance Committee prior to the annual election of executive officers.

        The following are used in determining stock ownership for purposes of these guidelines:

•

shares owned separately by the officer or owned either jointly with, or separately by, his or her immediate family members residing in the same household;



•

shares held in trust for the benefit of the officer or his immediate family members;



•

shares purchased on the open market;



•

shares purchased or awarded through the Company's Long-term Retention Plan;



•

vested and unvested time-based restricted stock or restricted stock units; and



•

dividend equivalent shares.

Anti-Hedging Policy

        The Company prohibits directors and executive officers from entering into speculative transactions in Primoris securities, such as prepaid variable forwards, forward sale contracts, equity swaps, collars, zero-cost collars and other derivative transactions. We believe these prohibitions ensure that levels of

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stock ownership in accordance with our stock ownership guidelines are effective in aligning each individual's interests with those of our stockholders

Pay Recoupment (Clawback) Policy

        We employ the following clawback policy that applies to NEOs. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company as a result of misconduct with any financial reporting requirement under the securities laws, any participant who knowingly or through gross negligence engaged in the misconduct, or who knowingly or through gross negligence failed to prevent the misconduct, and any participant who is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, shall reimburse the Company for the amount of any payment in settlement of an award earned or accrued during the twelve (12) month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document embodying such financial reporting requirement. The Board has sole discretion to make any and all decisions under this policy.

        The SEC has proposed new rules that could affect the Company's clawback policies. When the rules are finalized, the Company will update its policies to be in compliance with such rules.

Risk Assessment

        The Compensation Committee considered the risks associated with the Company's compensation policies and practices for executive officers and determined that it did not identify any risks that are reasonably likely to have a material adverse effect on the Company. This conclusion was based on the following considerations:

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ExtensiveThe Compensation Committee structures compensation at the senior management level to consist of both fixed and variable compensation. The base salaries of senior management are typically set at market levels and are designed to provide a steady income so that senior management does not feel pressured to focus exclusively on stock ownership byprice performance to the executivedetriment of other important business metrics. The variable portions of compensation are generally designed to reward both short-term and long-term performance as measured under several financial and operational performance metrics. Additionally, RSUs generally vest over three years in equal annual installments, which the Compensation Committee believes encourages senior management team.to focus on sustained stock appreciation and promotes retention. The Compensation Committee believes that the variable elements of compensation are a sufficient percentage of overall compensation to motivate short-term and long-term results, while the fixed element is also sufficient such that senior management is not encouraged to take unnecessary or excessive risks in doing so.



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Conservative amount ofThe Compensation Committee believes the discretionary annual incentive compensation. Since 2008,financial and operational performance measures for determining cash and equity awards earned under our ICP are aligned with the largest annual incentive award made to an individual hasCompany's short-term and long-term operating and strategic plans and that the targets for those measures are set at appropriate levels that do not exceeded $700,000.encourage unnecessary or excessive risk taking.



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Balanced approachThe Board has adopted stock ownership guidelines for our executive officers, which the Compensation Committee believes provide a considerable incentive for management to viewing Company performance and determining bonuses.consider the Company's long-term interests because a meaningful portion of their personal investment portfolio consists of the Company's Common Stock.



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Long-term nature ofIndividual awards are capped under our ICP, which the executive team evidenced by minimal turn-over in executive management over time.Compensation Committee believes mitigates excessive risk taking.

Executive Ownership Guidelines

        We encourage our executives to own Company Common Stock because we believe that stock ownership provides a strong alignment of interests between executives and stockholders. Because many

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of our executives were significant owners in our predecessor companies or acquired significant stock ownership at the time of an acquisition, the Compensation Committee does not believe

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The Company has a clawback policy that a specific stock ownership goal would be meaningful at this time. See "Stock Ownership"allows us to recover certain incentive compensation from executive officers and other senior management for the amountachievement of stock beneficially owned by each NEO.

certain Company financial results that were subsequently subject to a restatement.

Tax Matters

        Generally, Internal Revenue Code Section 162(m) disallowslimits a tax deduction to public companies for compensation of certain employees overeach "covered employee" to $1 million in any one year. Amendments to Section 162(m) for the Tax Cuts and Jobs Act of 2017 ("Tax Act") became effective in tax years beginning on or after January 1, 2018. As amended, Section 162(m) no longer allows performance-based compensation to be exempt from the deduction limitation. Further, for tax years beginning on or after January 1, 2018, the deduction limitation applies to compensation of a public company's CEO, CFO and each of the next three highest compensated executive officers. Beginning in 2017, an employee who becomes a covered employee will remain a covered employee until separation from the Company. The Company structured the 2013 Equity Plan with the intention that certain performance awards made under the plan would qualify for tax deductibility. As a result of changes within the Tax Act, the performance awards mayare now be subject to the deduction limitation along with other compensation.

Employment Agreements for Named Executive Officers

        At the time of his selection as CEO, effective August 1, 2015, the Company entered into a five year employment agreement with David L. King, setting out his annual base salary, plus a discretionary performance bonus opportunity and a measurable performance bonus opportunity, both of which can be paid in cash or discounted stock. In the event of termination without cause, by death, disability or change of control, certain severance benefits will be paid, including a lump sum payment of 100% of base salary, a pro rata portion of a bonus, up to one year of the employee's share of the premium for COBRA medical benefits, and acceleration of any shares obtained through bonus amounts.

        At the time of his hire as Chief Operating Officer, effective April 5, 2016,November 4, 2019, the Company entered into a five year employment agreement with Thomas E. McCormick, setting out his annual base salary, issuance of restricted stock units plus a discretionary performance bonus opportunity and a measurable performance bonus opportunity. In the event of termination without cause, by death, disability or change of control, certain severance benefits will be paid, including a lump sum payment of 100% of base salary, a pro rata portion of a bonus, up to one year of the employee's share of the premium for COBRA medical benefits, and accelerationaccelerated vesting of any shares obtained throughRSUs.

        At the time of his hire as Chief Operating Officer, effective April 1, 2019, the Company entered into a five year employment agreement with John F. Moreno, Jr., setting out his annual base salary, issuance of RSUs plus a performance bonus amounts.opportunity. In the event of termination without cause, by death, disability or change of control, certain severance benefits will be paid, including a lump sum payment of 100% of base salary, a pro rata portion of a bonus, up to one year of the employee's share of the premium for COBRA medical benefits, and accelerated vesting of any RSUs.

        The Company has also entered into a five-year employment agreement with all of its other NEOs. The agreements set out annual base salary plus a performance bonus opportunity. In the event of termination without cause, by death, disability or change of control, certain severance benefits will be paid, including a lump sum payment of 100% of base salary, a pro rata portion of a bonus, up to one year of the employee's share of the premium for COBRA medical benefits, and accelerationaccelerated vesting of any shares obtained through bonus amounts.RSUs.

        All of the employment agreements contain certain restrictive covenants that prohibit the executives from disclosing information that is confidential to us and our subsidiaries and generally prohibit them, during the employment term and for two years thereafter, from soliciting or hiring our employees or our subsidiary employees and from using our confidential information to divert any customer business from us, or to otherwise alter the manner in which a customer does business with us.

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Compensation Committee Report

        The Compensation Committee of the Board of Directors has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included herein and incorporated by reference into the Company's Annual Report on Form 10-K for the year ended December 31, 2018.2019.

Stephen C. Cook (Chairman)(Chairman)
Peter C. Brown
Robert A. Tinstman
Thomas E. Tucker

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Compensation Tables

        Summary Compensation Table.    The following table and accompanying notes provide summary information with respect to total compensation earned or paid by us or our subsidiaries to our NEOs.

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