GRANITE CONSTRUCTION INCORPORATED

585 West Beach Street

Watsonville, California 95076

Notice of Annual Meeting of Shareholders

April 25, 2022 28, 2023

Purposes of the Meeting:

Who May Attend the Meeting:

Only shareholders, persons holding proxies from shareholders and invited representatives of the media and financial community may attend the meeting.

WhatHow to Bring:Participate:

IfTo participate in the Annual Meeting, you received amust visit [X] and enter the 16-digit control number included in the Notice of Internet Availability of Proxy Materials, please bringon your proxy card, or in the instructions that Notice with you.accompanied your proxy materials. During the Annual Meeting, shareholders may vote their shares virtually and submit questions by following the instructions available on the meeting website. If you are a beneficial shareholder, you may contact the bank, broker or other institution where you hold your shares are held in the name of a broker, trust, bank, or other nominee,if you will need to bring a proxy or letter from that broker, trust, bank, or other nominee that confirms you are the beneficial owner of those shares. If you hold shares through the Granite Construction Profit Sharing and 401(k) Plan, you will need to bring proof of ownership of the shares.have questions about obtaining your control number.

Record Date:

The record date for the 20222023 Annual Meeting of Shareholders (the “Annual Meeting”) is April 12, 2022.2023. This means that if you own Granite stock at the close of business on that date, you are entitled to receive notice of the meeting and vote at the meeting and any adjournments or postponements of the meeting.

Annual Report:

Our Annual Report to Shareholders for 20212022 will be made available to shareholders at the same time as the proxy materials.

Shareholder List:

For 10 days prior to the meeting, a complete list of shareholders entitled to vote at the meeting will be available for examination by any shareholder for any purpose related to the meeting during regular business hours at Granite's headquarters located at 585 West Beach Street, Watsonville, CA 95076. Shareholders will also be able to examine the list of shareholders at the Annual Meeting.

Information about the Notice of Internet Availability of Proxy Materials:

Instead of mailing a printed copy of our proxy materials, including our Annual Report, to each shareholder of record, we will provide access to these materials online. This reduces the amount of paper necessary to produce these materials, as well as the costs associated with mailing these materials to all shareholders. Accordingly, on or about April 25, 2022,28, 2023, we will begin mailing a Notice of Internet Availability of Proxy Materials to all shareholders of record as of April 12, 2022,2023, other than persons who hold shares in the Granite Construction Profit Sharing and 401(k) Plan (such persons, the “401(k) Participants” and such plan, the “401(k) Plan”). We will also post our proxy materials on the website referenced in the Notice (https://www.proxyvote.com). All 401(k) Participants will receive a package in the mail that includes all proxy materials. The proxy materials will be mailed to all 401(k) Participants on or about April 25, 2022.28, 2023.

All shareholders may choose to access our proxy materials online or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail on an ongoing basis.

Proxy Voting:

Your vote is important. Please vote your proxy promptly so your shares can be represented at the Annual Meeting even if you plan to attend the meeting. Shareholders, including 401(k) Participants, can vote by Internet, telephone or mail. Shareholders, other than 401(k) Participants, may revoke a proxy and vote in personvirtually if attending the Annual Meeting.

To get directionsThe Annual Meeting will be held exclusively online via live audio webcast on the above date and time. You or your proxyholder will be able to attend the Annual Meeting callonline, vote your shares virtually and submit questions during the meeting by visiting [X] and using your 16-digit control number included in the Notice of Internet Availability of Proxy Materials, on your proxy card, or in the instructions that accompanied your proxy materials.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of shareholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the chair or secretary of the meeting will convene the meeting at 10:30 a.m. Pacific Time on the date specified above and at our Investor Relations Departmentaddress specified above solely for the purpose of adjourning the meeting to reconvene at 831.724.1011a date, time and physical or visitvirtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the adjournment on the investors page of our website at www.graniteconstruction.comw.ww.graniteconstruction.com. Additionally, the Company will display during the time scheduled for the Annual Meeting at [X] the “Investors” site.date, time and physical or virtual location of the adjourned meeting.

	By Order of the Board of Directors,
	M. Craig Hall
	Senior Vice President, General Counsel, Corporate Compliance Officer and Secretary

GRANITE CONSTRUCTION INCORPORATED

585 West Beach Street

Watsonville, California 95076

PROXY STATEMENT

As more fully described in the Notice of Internet Availability of Proxy Materials, Granite Construction Incorporated, a Delaware corporation (referred to herein as “we,” “us,” “our,” “Granite” or the “Company”), on behalf of its Board of Directors (referred to herein as “Board of Directors” or “Board”), has made its proxy materials available to you on the Internet in connection with Granite's 20222023 Annual Meeting of Shareholders (the "Annual Meeting"), which will take place virtually at [X] on June 9, 2022 at 10:30 a.m., Pacific Time, at the Seascape Beach Resort, 1 Seascape Resort Dr., Aptos, California, 95003.8, 2023. The Notice of Internet Availability of Proxy Materials was mailed to all Granite shareholders of record, except 401(k) Participants, on or about April 25, 2022,28, 2023, and our proxy materials were posted on the website referenced in the Notice of Internet Availability of Proxy Materials and made available to shareholders on April 25, 2022.28, 2023. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. The proxy materials were mailed to all 401(k) Participants on or about April 25, 2022.28, 2023.

After carefully considering the format of our Annual Meeting, our Board concluded to hold the Annual Meeting exclusively online. Our aim is to offer shareholders rights and participation opportunities during our virtual Annual Meeting that are comparable to those that have been provided at our past in-person Annual Meetings. To participate in the Annual Meeting, you must go to [X] and enter the 16-digit control number included in the Notice of Internet Availability of Proxy Materials, on your proxy card, or in the instructions that accompanied your proxy materials. During the Annual Meeting, shareholders may vote their shares virtually and submit questions by following the instructions available on the meeting website. Please refer to the “Participating in the Annual Meeting” section of this Proxy Statement for more details about attending the Annual Meeting online. 

Granite, on behalf of its Board of Directors, is soliciting your proxy to vote your shares at the Annual Meeting of Shareholders or any subsequent adjournment or postponement. We solicit proxies to give all shareholders of record an opportunity to vote on the matters listed in the accompanying notice and/or any other matters that may be presented at the Annual Meeting. In this proxy statement you will find information on these matters, which is provided to assist you in voting your shares.

Granite was incorporated in Delaware in January 1990 as the holding company for Granite Construction Company, which was incorporated in California in 1922. All dates in this proxy statement referring to service with Granite also include periods of service with Granite Construction Company, if applicable.

PROPOSAL 1: ELECTION OF DIRECTORS

The Board of Directors is divided into three classes. We keep the classes as equal in number as reasonably possible; however, the number of directors in a class depends on the total number of directors at any given time. Each director serves for a term of three years. The classes are arranged so that the terms of the directors in each class expire at successive annual meetings. Typically, this means that shareholders annually elect approximately one-third of the members of the Board. The Board currently consists of twelve12 directors. Mr. Kelsey and Mr. Vasquez will retire as directors of the Board of Directors at the Annual Meeting. As a result, the Board of Directors has reduced the size of the Board of Directors from 12 to 10 effective upon the retirement of Mr. Kelsey and Mr. Vasquez.

The terms of Louis E. Caldera, Patricia D. Galloway, Alan P. KrusiDavid C. Darnell, Kyle T. Larkin and Jeffrey J. LyashCeleste B. Mastin will expire at the Annual Meeting. The Board has nominated Louis E. Caldera, Patricia D. Galloway, Alan P. KrusiDavid C. Darnell, Kyle T. Larkin and Jeffrey J. LyashCeleste B. Mastin for new terms. If elected, each of the nominees will serve as a director until the 20252026 annual meeting and until his or her successor is elected and qualified or he or she resigns or until his or her death, retirement or removal.

Management knows of no reason why any of these nominees would be unable or unwilling to serve. All nominees have accepted the nomination and agreed to serve as a director if elected by the shareholders. However, if any nominee should for any reason become unable or unwilling to serve between the date of the proxy statement and the Annual Meeting, the Board may designate a new nominee and the persons named as proxies will vote for that substitute nominee.

BOARD OF DIRECTORS RECOMMENDATION

Director Qualifications

The tabletables below highlightshighlight the qualifications, competency, experience and experienceother information of each director, including each nominee for election to our Board, that contributed to the Board’s determination that each individual is qualified to serve on the Board. This high-level summary is not intended to be an exhaustive list of each director’s skills or contributions.

In addition to the tabletables above, the following paragraphs provide further information as of the date of this proxy statement about each director and director nominee. The information presented includes information each director or director nominee has given us about his or her age, all positions he or she holds with Granite, his or her principal occupation and business experience for the past five years, and the names of other publicly held companies of which he or she currently serves as a director or has served as a director during the past five years. In addition to the information in the table above and included below regarding each director's and director nominee's specific experience, qualifications, attributes, and skills that led our Board to the conclusion the he or she should serve as a director, the Board also believes that all of our directors and director nominees have a reputation for integrity, honesty and adherence to high ethical standards. The Board also believes that all of our directors have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to Granite and our Board.

NOMINEES FORDIRECTOR TO BE ELECTED FOR TERMS EXPIRING AT THE 2025 NOMINEES FOR DIRECTOR TO BE ELECTED FOR TERMS EXPIRING AT THE 2026 ANNUAL MEETING David C. Darnell Director since 2017 Mr. Darnell served as Vice Chairman of Global Wealth & Investment Management at Bank of America Corporation from September 2014 to December 2015 and served as its Co-Chief Operating Officer from September 2011 to September 2014. From July 2005 to September 2011, he served as the President of Global Commercial Banking at Bank of America Corporation. Prior to that, Mr. Darnell held various leadership positions at Bank of America since joining the company in 1979, including Middle Market Banking group president; Central Banking group president; and Midwest Region president. He also served as an Executive Vice President and Commercial Division Executive for Bank of America in Florida. We believe that Mr. Darnell’s significant operational, acquisition, governmental, financial, leadership-development capabilities and technology execution skills qualify him to serve on our board. Mr. Darnell currently serves as a director of the United Services Automobile Association board and United Services Automobile Association Federal Savings Bank board. Mr. Darnell holds an undergraduate degree from Wake Forest University and an M.B.A. from the University of North Carolina at Chapel Hill. Age 70.         Celeste B. Mastin Director since 2017 Ms. Mastin has served as the President and Chief Executive officer of H.B. Fuller Company since December 2022, and served as Executive Vice President and Chief Operating Officer of H.B. Fuller Company from March 2022 to December 2022. H.B. Fuller Company manufactures, develops, and sells adhesives around the world and is headquartered in St Paul, Minnesota. From March 2018 to March 2022, Ms. Mastin served as Chief Executive Officer of PetroChoice Lubrication Solutions. PetroChoice is one of the largest petroleum-based lubricant distributors in the United States for passenger and commercial vehicles and industrial applications. Prior to joining PetroChoice, Ms. Mastin was the Chief Executive Officer of Distribution International, Inc., a supplier of commercial and industrial insulation from 2013 to 2017. From 2007 to 2011, she served as Chief Executive Officer and as Chief Operating Officer of MMI Products, Inc., a manufacturer and distributor of building materials. From 2004 to 2007, Ms. Mastin held the role of Vice President of color and glass performance materials and Vice President of growth and development at Ferro Corporation. Ms. Mastin started her career in sales at Shell Chemical. She held European and later global sales management positions as well as management positions at Bostik, Inc. We believe that Ms. Mastin’s global chemicals and building materials sectors experience, as well as her operating experience and proven leadership ability qualify her to serve on our Board. Ms. Mastin holds a B.S. in Chemical Engineering from Washington State University and a M.B.A. from the University of Houston. Age 54. Kyle T. Larkin Director since 2021 Mr. Larkin joined Granite in 1996 and has served as President since September 2020 and as Chief Executive Officer since June 2021. He also served as Executive Vice President and Chief Operating Officer from February 2020 to September 2020, Senior Vice President and Manager of Construction and Materials Operations from 2019 to 2020, Senior Vice President and Group Manager from 2017 to 2019, Vice President and Regional Manager in Nevada from 2014 to 2017 and President of Granite’s wholly-owned subsidiary, Intermountain Slurry Seal, Inc. from 2011 to 2014. He served as Manager of Construction at the Reno area office from 2008 to 2011, Chief Estimator from 2004 to 2008 and Project Manager, Project Engineer and Estimator at Granite’s Nevada Branch between 1996 and 2003. We believe that Mr. Larkin’s knowledge of the construction industry, as well as his intimate knowledge of our business, employees, culture, and competitors, his understanding of the challenges and issues facing the Company and his insider’s perspective of the Company’s day-to-day operations and the strategic direction of the Company, qualify him to serve on our Board. Mr. Larkin holds a B.S. in Construction Management from California Polytechnic State University, San Luis Obispo and an M.B.A. from the University of Massachusetts, Amherst. Age 51. 5 CONTINUING DIRECTORS WITH TERMS EXPIRING AT THE 2024 ANNUAL MEETING Molly C. Campbell Director since 2019 Ms. Campbell has served as Infrastructure Advisor with the US Treasury, Office of Technical Assistance since May 2020. She has also served as a non-executive advisor for Boston Consulting Group since March 2022. Ms. Campbell was also a 2019 Fellow at Harvard University’s Advanced Leadership Initiative Program. Prior to that, she served as the Director of the Port of New York and New Jersey from 2015 to 2018, the Director of Financial Management Systems for Los Angeles World Airport in 2015, Deputy Executive Director from 2007 to 2015 and Chief Financial Officer from 2000 to 2007 of the Harbor Department of the Port of Los Angeles. Ms. Campbell is also currently a member of the board of directors of East West Bank. We believe Ms. Campbell’s executive leadership experience, expertise in finance, multi-modal logistics, the maritime industry and transportation and infrastructure project experience qualify her to serve on our Board. Ms. Campbell holds a B.A. degree in Political Science from the University of California, Los Angeles and an M.A. degree in Public Policy from Georgetown University. Age 62. Michael F. McNally Director since 2016 Mr. McNally retired in 2014 as President and Chief Executive Officer of Skanska USA Inc., a subsidiary of Skanska AB, one of the world’s largest construction companies, a position he had held since 2008. During that time, he also served as one of nine members of Skanska AB’s senior executive team. Prior to his tenure at Skanska, Mr. McNally held various management positions over a 38 year career with Fluor, Marshall Contractors, Mobil Oil and J. Ray McDermott. Mr. McNally is also currently a member of the boards of directors of Limbach Holdings Inc., the Rhode Island Commerce Corporation and is Vice Chair of the Board of Trustees for the University of Rhode Island. From 2016 to 2019, Mr. McNally served as the Chairman of the U.S. Green Building Council Board, and he also served on the board of directors of Terracon from 2016 to 2022. We believe that Mr. McNally’s past experience as an executive with a major multi-national construction firm and his knowledge and understanding of the construction industry and Granite’s customers qualify him to serve on our Board. Mr. McNally is also a National Association of Corporate Directors (“NACD”) Board Leadership Fellow and is NACD directorship certified. Mr. McNally holds a B.S. degree in Civil Engineering from the University of Notre Dame and an M.B.A. from the University of Rhode Island. Age 68. Laura M. Mullen Director since 2021 Ms. Mullen currently serves as a part-time, independent consultant for KPMG International. From July 1996 to September 30, 2020, she served as an audit partner with KPMG LLP. In her 37-year tenure with KPMG, Ms. Mullen served in various roles, including Global Lead Audit Engagement Partner, SEC Reviewing Partner, Western Regional Practice Partner and National Office Partner. We believe that Ms. Mullen’s experience as a senior audit partner of a Big Four accounting firm, as well as her in-depth knowledge and understanding of generally accepted accounting principles, experience in preparing, auditing and analyzing financial statements, understanding of internal control over financial reporting, and her understanding of audit committee functions qualify her to serve on our Board. Ms. Mullen holds a B.S. degree in Business Administration from the California State University, Long Beach. She is a certified public accountant in California and a member of the American Institute of Certified Public Accountants and California Society of Certified Public Accountants. Age 62. 6 CONTINUING DIRECTORS WITH TERMS EXPIRING AT THE 2025 ANNUAL MEETING   Patricia D. Galloway Director since 2017   Dr. Galloway has served as Chairman of Pegasus Global Holdings, Inc., a firmglobal firm that performs risk management, management consulting and strategic consulting business services to the heavy construction and energy sectors, since February 2018. From 2008 to 2018, Dr. Galloway served as Chief Executive OfficerOfficer of Pegasus Global Holdings. Dr. Galloway served in various positions at The Nielsen-Wurster Group, Inc., a global consulting firm providing expert witness, construction management and risk management services to the engineering, construction and energy sectors, including Chief Executive OfficerOfficer and Principal, and President and Chief Financial OfficerOfficer from 1981-2008. Dr. Galloway was the firstfirst woman President of the American Society of Civil Engineers and served from November 2003 to 2004.2004 and in 2005 was elected to the National Academy of Construction. Dr. Galloway also serves as an arbitrator on construction and energy litigation cases. Since May 2020, Dr. Galloway has served as a director of Stantec Inc. From July 2018 to December 2018, Dr. Galloway served on the Board of SCANA Corporation as Chair of the Special Litigation Committee and her service ended with the merger of SCANA and Dominion Energy, Inc. She also served as a director on the American Arbitration Board from 2010 to May 2020 and on the National Science Board from 2006 to 2012. We believe that Dr. Galloway’s experience in corporate risk management, combined with her knowledge of the construction industry and her executive-level and dispute resolution experiences, qualify her to serve on our Board. Dr. Galloway has further demonstrated her commitment to outstanding modern leadership and ESG excellence by completing the Diligent Climate Leadership Certification and her commitment to cyber-security by completing the Diligent Cyber Risk and Strategy Certification, both presented by the Diligent Institute.  She successfully completed the required coursework, and passed a comprehensive examination, focused on climate risk and related business strategy, the board’s related fiduciary obligations, climate-related government regulations, reporting and disclosure requirements, and investor engagement. Dr. Galloway is also National Association of Corporate Directors (“NACD”)NACD directorship certified.certified. Dr. Galloway holds a Ph.D. in Infrastructure Systems Engineering (Civil) from Kochi University of Technology in Japan, an M.B.A. from the NY Institute of Technology and a BachelorBachelor’s degree in Civil Engineering from Purdue University. Age 64. 65.           Alan P. Krusi Director since 2018   Mr. Krusi served as President, Strategic Development of AECOM Technology Corporation, a NYSE-listedNew York Stock Exchange (“NYSE”)-listed company, from 2008 through 2015, where he led the firm’s M&A activities among other responsibilities. From 2003 until 2008, Mr. Krusi served as CEO and President of Earth Tech, Inc., a global engineering and construction firm, which primarily specialized in the design, construction, financing and operations of water treatment facilities, but also provided engineering and management services to the transportation and environmental markets. Prior to that, and over a period of twenty-six years, Mr. Krusi held a number of technical and management positions within the engineering and construction industries. From 1994 to 2003, Mr. Krusi was president of Obrien Kreitzberg, a company which specialized in providing construction management services to the transportation markets. We believe that Mr. Krusi’s extensive managerial experience attained from serving as the president and CEO of various companies in the engineering and construction services industry qualify him to serve on our Board. Mr. Krusi currently serves on the board of directors of Comfort Systems USA, Inc. and SSR Mining Inc. (formerly Alacer Gold Corp.). He also served on the board of directors of Boxwood Merger Corp. from 2018 to 2020. Additionally, in 2022, Mr. Krusi completed the NACD Cyber-Risk Oversight Program. Mr. Krusi holds a B.A. in Geological Sciences from the University of California, Santa Barbara. Age 67.68. 7 CONTINUING DIRECTORS WITH TERMS EXPIRING AT THE 2025 ANNUAL MEETING Jeffrey J. Lyash Director since 2018       Jeffrey J. Lyash Director since 2018   Mr. Lyash has served as President and CEO of the Tennessee Valley Authority since April 2019. The Tennessee Valley Authority is a corporate agency of the United States that provides electricity for business customers and local power companies and serves 10 million people in seven Southeastern states. Prior to joining the Tennessee Valley Authority, Mr. Lyash served as President and CEO of Ontario Power Generation from 2015 to March 2019. Mr. Lyash was formerly the president of CB&I Power, a position he held from 2013 to 2015, where he was responsible for a full range of engineering, procurement and construction of multi-billion dollar electrical generation projects in both domestic and international markets. Mr. Lyash served as Executive Vice President of Energy Supply for Duke/Progress Energy from 2008 to 2012. Mr. Lyash joined Progress Energy in 1993 where he held a wide range of management and executive roles. Mr. Lyash worked for the U.S. Nuclear Regulatory Commission in a number of senior technical and management positions throughout the Northeastern United States and in Washington, D.C, receiving the NRC Meritorious Service Award in 1987. We believe that Mr. Lyash’s extensive managerial experience and his knowledge and understanding of the power industry qualify him to serve on our Board. Mr. Lyash earned a Bachelor's Degree in Mechanical Engineering from Drexel University, and was honored with the Drexel University Distinguished Alumnus Award in 2009 and is a graduate of the U.S. Office of Personnel Management Executive Training Program and the Duke Fuqua School of Business Advanced Management Program. Age 60. 4 Table of Contents NOMINEES FORDIRECTOR TO BE ELECTED FOR TERMS EXPIRING AT THE 2025 ANNUAL MEETING 61.           Louis E. Caldera Director since 2021   Mr. Caldera serveshas served as a Senior Advisor to Belay Associates, LLC, a private equity firm, and its Everest Consolidator Acquisition Corp. since March 2021. Prior to that he served as Distinguished Adjunct Professor of Law and as a Senior Fellow in the Program on Law and Government at American University Washington College of Law from 2018 to 2021. He also served as a Professor of Leadership and a Senior Fellow of the George Washington University Cisneros Hispanic Leadership Institute from 2016 – 2018. From January 2009 to May 2009, he served in the Obama Administration as an Assistant to the President and Director of the White House Military Office. From August 2003 to February 2006, he served as President of The University of New Mexico, where he was also was a tenured member of the law school faculty from August 2003 to December 2010. Previously Mr. Caldera served as a California state legislator and as Secretary of the Army in the Clinton Administration. Mr. Caldera is the co-founder and co-chair of the Presidents’ Alliance on Higher Education and Immigration. He is also a member of the Board of Directors of the Latino Corporate Directors Association, DallasNews Corp. and Meritage Homes Corporation. We believe that Mr. Caldera's knowledge and experience in the leadership of large public organizations, regulatory and governmental affairs, together with his legal training and business and public company board experience, qualify him to serve on our board. Mr. Caldera holds a B.S. degree from the U.S. Military Academy, a M.B.A. from Harvard Business School and a J.D. from Harvard Law School. Age 66.67.   5 8 Table of Contents   CONTINUING RETIRING DIRECTORS WITH TERMS EXPIRING AT THE 2023 2023 ANNUAL MEETING David H. Kelsey Mr. Kelsey served as Chief Financial Officer of Verdezyne, Inc. from 2016 to 2018. Verdezyne is a privately owned company that uses synthetic biology to produce high-value chemicals. Prior to joining Verdezyne, Mr. Kelsey was the Chief Financial Officer of Elevance Renewable Sciences, Inc., a privately owned producer of high-performance specialty chemicals. From 2002 to 2011, Mr. Kelsey served as Chief Financial Officer of Sealed Air Corporation, an S&P 500 manufacturer of specialty packaging for food and other protective applications. Mr. Kelsey holds a B.S.E. degree in Civil and Geological Engineering from Princeton University and an M.B.A. degree from Harvard University Graduate School of Business. Age 72.           Gaddi H. Vasquez Director since 2012   Mr. Vasquez served as Senior Vice President of Government Affairs of Edison International and Southern California Edison, one of the nation’s largest investor owned utility companies principally serving Southern California, from 2013 to 2019. Prior to that, Mr. Vasquez served as Vice President of State Government Affairs for Southern California Edison from 2009 to 2013. From 1995 to 2002, Mr. Vasquez served as Division Vice President in Public Affairs of Southern California Edison. Mr. Vasquez also served as executive Director of the Annenberg Foundation Trust at Sunnylands in 2009, as U.S. Ambassador to the United Nations Agencies based in Rome, Italy from 2006 to 2009, and as Director of the U.S. Peace Corps from 2002 to 2006. Mr. Vasquez is currently a member of several national advisory boards, a member of the board of directors of the California Public Policy Institute, the International Republican Institute, the National Advisory Board of the Salvation Army, chair of the advisory board of the Aspen Institute Latinos and Society Program, a member of the board of governors of the California State University Foundation and a member of the board of trustees of Chapman University. We believe that Mr. Vasquez’s executive level experience and his experience in public service, including leading major organizations involved in the development and construction of major public infrastructure and regional facilities, qualify him to serve on our Board. Mr. Vasquez holds a B.A. degree in Public Service Management from the University of Redlands. Age 67.68. David C. Darnell Director since 2017 Mr. Darnell served as Vice Chairman of Global Wealth & Investment Management at Bank of America Corporation from September 2014 to December 2015 and served as its Co-Chief Operating Officer from September 2011 to September 2014. From July 2005 to September 2011, he served as the President of Global Commercial Banking at Bank of America Corporation. Prior to that, Mr. Darnell held various leadership positions at Bank of America since joining the company in 1979, including Middle Market Banking group president; Central Banking group president; and Midwest Region president. He also served as an Executive Vice President and Commercial Division Executive for Bank of America in Florida. We believe that Mr. Darnell’s significant operational, acquisition, governmental, financial, leadership-development capabilities and technology execution skills qualify him to serve on our board. Mr. Darnell currently serves as a director of the Museum of the American Revolution, the United Services Automobile Association board, and United Services Automobile Association Federal Savings Bank board. Mr. Darnell holds an undergraduate degree from Wake Forest University and an M.B.A. from the University of North Carolina at Chapel Hill. Age 69. Celeste B. Mastin Director since 2017 Ms. Mastin has served as Executive Vice President and Chief Operating Officer of H.B. Fuller Company since March 2022. H.B. Fuller Company manufactures, develops, and sells adhesives around the world and is headquartered in St Paul, Minnesota. From March 2018 to March 2022, Ms. Mastin served as Chief Executive Officer of PetroChoice Lubrication Solutions. PetroChoice is one of the largest petroleum-based lubricant distributors in the United States for passenger and commercial vehicles and industrial applications. Prior to joining PetroChoice, Ms. Mastin was the Chief Executive Officer of Distribution International, Inc., a supplier of certain construction equipment and environmental products from 2013 to 2017. From 2007 to 2011, she served as Chief Executive Officer and as Chief Operating Officer of MMI Products, Inc., a manufacturer and distributor of building materials. From 2004 to 2007, Ms. Mastin held the role of Vice President of color and glass performance materials and Vice President of growth and development at Ferro Corporation. Ms. Mastin started her career in sales at Shell Chemical. She held European and later global sales management positions as well as a management position at Bostik, Inc. We believe that Ms. Mastin’s global chemicals and building materials sectors experience, as well as her operating experience in sales and marketing and proven leadership ability qualify her to serve on our Board. Ms. Mastin holds a B.S. in Chemical Engineering from Washington State University and a M.B.A. from the University of Houston. Age 53.   6 9 Table of Contents   CONTINUING DIRECTORS WITH TERMS EXPIRING AT THE2023 ANNUAL MEETING Kyle T. Larkin Director since 2021 Mr. Larkin joined Granite in 1996 and has served as President since September 2020 and as Chief Executive Officer since June 2021. He also served as Executive Vice President and Chief Operating Officer from February 2020 to September 2020, Senior Vice President and Manager of Construction and Materials Operations from 2019 to 2020, Senior Vice President and Group Manager from 2017 to 2019, Vice President and Regional Manager in Nevada from 2014 to 2017 and President of Granite’s wholly-owned subsidiary, Intermountain Slurry Seal, Inc. from 2011 to 2014. He served as Manager of Construction at the Reno area office from 2008 to 2011, Chief Estimator from 2004 to 2008 and Project Manager, Project Engineer and Estimator at Granite’s Nevada Branch between 1996 and 2003. We believe that Mr. Larkin’s knowledge of the construction industry, as well as his intimate knowledge of our business, employees, culture, and competitors, his understanding of the challenges and issues facing the Company and his insider’s perspective of the Company’s day-to-day operations and the strategic direction of the Company, qualify him to serve on our Board. Mr. Larkin holds a B.S. in Construction Management from California Polytechnic State University, San Luis Obispo and an M.B.A. from the University of Massachusetts, Amherst. Age 50. INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 7 Table of Contents CONTINUING DIRECTORS WITHTERMS EXPIRING AT THE 2024 ANNUAL MEETING David H. Kelsey Director since 2003 Mr. Kelsey served as Chief Financial Officer of Verdezyne, Inc. from 2016 to 2018. Verdezyne is a privately owned company that uses synthetic biology to produce high-value chemicals. Prior to joining Verdezyne, Mr. Kelsey was the Chief Financial Officer of Elevance Renewable Sciences, Inc., a privately owned producer of high-performance specialty chemicals. From 2002 to 2011, Mr. Kelsey served as Chief Financial Officer of Sealed Air Corporation, an S&P 500 manufacturer of specialty packaging for food and other protective applications. We believe that Mr. Kelsey’s experience as the chief financial officer of a major NYSE-listed company, as well as his in-depth knowledge and understanding of generally accepted accounting principles, experience in preparing, auditing and analyzing financial statements, understanding of internal control over financial reporting, and his understanding of audit committee functions qualify him to serve on our Board. Mr. Kelsey holds a B.S.E. degree in Civil and Geological Engineering from Princeton University and an M.B.A. degree from Harvard University Graduate School of Business. Age 71. Molly C. Campbell Director since 2019 Ms. Campbell has served as Infrastructure Advisor with the US Treasury, Office of Technical Assistance since May 2020. She has also served as a non-executive advisor for Boston Consulting Group since March 2022. Ms. Campbell was also a 2019 Fellow at Harvard University’s Advanced Leadership Initiative Program. Prior to that, she served as the Director of the Port of New York and New Jersey from 2015 to 2018, the Director of Financial Management Systems for Los Angeles World Airport in 2015, Deputy Executive Director from 2007 to 2015 and Chief Financial Officer from 2000 to 2007 of the Harbor Department of the Port of Los Angeles. Ms. Campbell is also currently a member of the board of directors of East West Bank. We believe Ms. Campbell’s executive leadership experience, expertise in finance, multi-modal logistics, the maritime industry and transportation and infrastructure project experience qualify her to serve on our Board. Ms. Campbell holds a B.A. degree in Political Science from the University of California, Los Angeles and an M.A. degree in Public Policy from Georgetown University.  Age 61. Michael F. McNally Director since 2016 Mr. McNally retired in 2014 as President and Chief Executive Officer of Skanska USA Inc., a subsidiary of Skanska AB, one of the world’s largest construction companies, a position he had held since 2008. During that time, he also served as one of nine members of Skanska AB’s senior executive team. Prior to his tenure at Skanska, Mr. McNally held various management positions over a 38 year career with Fluor, Marshall Contractors, Mobil Oil and J. Ray McDermott. Mr. McNally is also currently a member of the boards of directors of Limbach Holdings Inc., the Rhode Island Commerce Corporation and the Board of Trustees for the University of Rhode Island. From 2016 to 2019, Mr. McNally served as the Chairman of the U.S. Green Building Council Board, and he also served on the board of directors of Terracon from 2016 to 2022. We believe that Mr. McNally’s past experience as an executive with a major multi-national construction firm and his knowledge and understanding of the construction industry and Granite’s customers qualify him to serve on our Board. Mr. McNally is also a NACD Board Leadership Fellow. Mr. McNally holds a B.S. degree in Civil Engineering from the University of Notre Dame and an M.B.A. from the University of Rhode Island. Age 67. Laura M. Mullen Director since 2021 Ms. Mullen currently serves as a part-time, independent consultant for KPMG International. From July 1996 to September 30, 2020, she served as an audit partner with KPMG LLP. In her 37-year tenure with KPMG, Ms. Mullen served in various roles, including Global Lead Audit Engagement Partner, SEC Reviewing Partner, Western Regional Practice Partner and National Office Partner. We believe that Ms. Mullen’s experience as a senior audit partner of a Big Four accounting firm, as well as her in-depth knowledge and understanding of generally accepted accounting principles, experience in preparing, auditing and analyzing financial statements, understanding of internal control over financial reporting, and her understanding of audit committee functions qualify her to serve on our Board. Ms. Mullen holds a B.S. degree in Business Administration from the California State University, Long Beach. She is a certified public accountant in California and a member of the American Institute of Certified Public Accountants and California Society of Certified Public Accountants. Age 61. 8 Table of Contents INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE   Committees of the Board   The following chart shows the standing committees of the Board of Directors, the current membership of the committees and the number of meetings held by each committee in 2021.2022.   Audit / Compliance Compensation Nominating and Corporate Governance Risk Audit / Compliance Compensation Nominating and Corporate Governance Risk Louis E. Caldera(1)   ✔     ✔ ✔ Molly C. Campbell(1) ✔   ✔ ✔     David C. Darnell(1) ✔ Chair    ✔ Chair     Patricia D. Galloway(1)   Chair ✔     Chair ✔ David H. Kelsey(1) Chair   ✔ Chair     ✔ Alan P. Krusi(1) ✔   Chair ✔     Chair Kyle T. Larkin           Jeffrey J. Lyash(1) ✔   ✔ ✔     ✔ Celeste B. Mastin(1)   ✔     ✔ ✔   Michael F. McNally(1)(2)   Michael F. McNally(1)(2)         Laura M. Mullen(1) ✔   ✔ ✔     Gaddi H. Vasquez(1)   ✔     ✔ ✔   Number of Meetings in 2021 18 6 4 9 Number of Meetings in 2022 8 8 4 7   (1) Independent directors pursuant to the listing standards of the NYSE. Mr. Bjork, the former chairman of the Board who retired from the Board in 2021, was independent pursuant to the listing standards of the NYSE. (2) Chairman of the Board. Audit/Compliance Committee   All members of the Audit/Compliance Committee are non-employee directors who are determined by the Board to be independent under the listing standards of the New York Stock Exchange (“NYSE”).NYSE. Each member also satisfies the independence requirements for audit committee members of public companies established by the Securities and Exchange Commission (“SEC”). The Board has determined that Mr. Kelsey meetsand Ms. Mullen meet the criteria as an audit committee financial expert as defined by SEC rules. The Board of Directors has also determined that all members of the Audit/Compliance Committee are financially literate as required by the listing standards of the NYSE. The Audit/Compliance Committee has direct responsibility for risk oversight related to accounting matters, financial reporting, and enterprise, legal and compliance and cybersecurity risks. A more complete description of the risk responsibility, functions and activities of the Audit/Compliance Committee can be found under “Board Leadership Structure and its Role in Risk Oversight” and in “Report of the Audit/Compliance Committee” as well as in the Audit/Compliance Committee charter. The Audit/Compliance Committee charter is available on Granite's website. See “Granite Website” below.   10 Compensation Committee   All members of the Compensation Committee are non-employee directors who are determined by the Board to be independent under the listing standards of the NYSE. The Compensation Committee reviews and approves all aspects of compensation for our directors, our Chief Executive Officer and our other executive officers.officers and recommends any changes to director compensation to the Board. In addition, the Compensation Committee is responsible for risks related to employment policies and our compensation and benefit systems, including consideration of whether any risks associated with such policies and systems are likely to have a material adverse effect on Granite. The Compensation Committee also reviews our overall compensation plans and strategies and makes recommendations to the Board for their consideration and approval. The Compensation Committee has determined that the Company’s annual incentive compensation should partially be tied to a social responsibility metric. Granite uses the OSHA Recordable Incident Rate (“ORIR”), a and the Days Away, Restricted, or Transferred (“DART”) Rate, which are nationally recognized metric,metrics, to monitor and manage safety performance and to benchmark its safety performance against the construction industry.industry for incentive compensation purposes. For additional information regarding how this safety metric is used in Granite’s annual incentive plan, see “Compensation Discussion and Analysis—20212022 AIP Performance Measures.” Our Chief Executive Officer attends Compensation Committee meetings and recommends annual salary levels, incentive compensation and payouts for other executive officers for the Compensation Committee's approval. The Compensation Committee also administers theour 2021 Equity Incentive Plan with respect to persons subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).Plan. The Compensation Committee may delegate any of its responsibilities to a subcommittee composed of one or more members of the Committee. The Compensation Committee charter is available on Granite's website. See “Granite Website” below. 9 Table of Contents   Nominating and Corporate Governance Committee   All members of the Nominating and Corporate Governance Committee are non-employee directors who are determined by the Board to be independent under the listing standards of the NYSE. The Nominating and Corporate Governance Committee recommends and nominates persons to serve on the Board. The Nominating and Corporate Governance Committee has undertaken a thoughtful approach to board refreshment through the Board nomination and evaluation process and retirement policy. Since 2016, the Board has added nine10 new directors, four of whom were women.women and two of whom were racially/ethnically diverse. The Nominating and Corporate Governance Committee is also responsible for overseeing management succession planning and discusses management succession with the Chairman of the Board and Chief Executive Officer and periodically reports to the Board on management succession planning. The Nominating and Corporate Governance Committee also develops and recommends corporate governance principles and practices to the Board. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board recently amended its corporate governance guidelines and policies to incorporate an over boarding policy that limits the number of public company boards that the Company’s directors can serve on to no more than four and the number of public company boards that the Company’s directors who serve as executive officers of public companies can serve on to no more than two. The Nominating and Corporate Governance Committee also oversees the annual evaluations of the Board and certain senior executive officers of the Company. These annual evaluations of the Board are conducted through questionnaires, which include a self-assessment, an assessment of the effectiveness of the Board and committees and a peer evaluation. The Nominating and Corporate Governance Committee is also responsible for overseeing diversity and inclusion matters. For additional information regarding the Company’s inclusive diversity strategy, see “—Inclusive Diversity” below and the Company’s Sustainability Reports. Additionally, the Nominating and Corporate Governance Committee oversees the management of risks associated withwhich are mitigated by our Corporate Governance Guidelines and Policies and Code of Conduct.Policies. The Nominating and Corporate Governance Committee's policy for considering director candidates, including shareholder recommendations, is discussed in more detail below under the heading “Board of Directors' Nomination Policy.” This policy and the Nominating and Corporate Governance Committee charter are available on Granite's website. See “Granite Website” below.   Risk Committee   All members of the Risk Committee are non-employee directors who are determined by the Board of Directors to be independent under the listing standards of the NYSE. The Risk Committee is responsible for overseeing the Company’s strategic, operational and health, safety and environmental compliance risks. The Risk Committee is also responsible for overseeing Granite’s sustainability strategic planning and program performance.planning. The Risk Committee also provides oversight of sustainability/ESG-related risks, including those posed by climate change, which are integrated into Granite’s enterprise risk management system. The Risk Committee receives updates on sustainability/ESG performance and related risks periodically during the year. The Risk Committee oversees the preparation of, and the Board of Directors approves, the Company’s annual Sustainability Reports. Beginning with the Company’s 2020 Sustainability Report, Granite alignshas aligned its sustainability reporting with the framework established by the Task Force on Climate-related Financial Disclosures and uses industry specific metrics, including those identified by the Sustainability Accounting Standards Board, to support performance, tracking and reporting. In the Company’s 2020 Sustainability Report, Granite announced its target to reduce total Scope 1 greenhouse gas emissions. Additionally, Granite is collecting baseline data for Scope 2 greenhouse gas emissions and plans to incorporate Scope 2 into future reduction targets. For additional information, see Granite’s Sustainability Reports. The Risk Committee charter and Granite’s Sustainability Reports are available on Granite's website. See “Granite Website” below.   11 Role of the Compensation Consultant   The Compensation Committee directly retained the services of Frederic W. Cook & Co., Inc. (“FW Cook”) to provide advice and recommendations to the Compensation Committee on executive officer and Board of Director compensation programs.   FW Cook provided services to the Compensation Committee during 20212022 which included, but were not limited to, the following:     • Attended meetings of the Compensation Committee as the Compensation Committee’s advisor;     • Reviewed the Company’s executive compensation benchmarking peer group and recommended changes for the Compensation Committee's consideration;

Based in part on the policies and procedures FW Cook and the Compensation Committee have in place, the Compensation Committee believes that the advice it receives from the executive compensation consultant, a FW Cook representative, is objective and independent. These policies and procedures include:

In retaining FW Cook, the Compensation Committee considered the six factors set forth in Exchange Act Rule 10C-1(b)(4)(i) through (vi) of the Securities Exchange Act of 1934 (the “Exchange Act”) and its charter and concluded that no conflict of interest existed that would prevent FW Cook from serving as an independent compensation consultant to the Compensation Committee.

While it is necessary for the executive compensation consultant to interact with management to gather information, the Compensation Committee has adopted protocols governing if and when the executive compensation consultant's advice and recommendations can be shared with management. These protocols are included in the Compensation Committee’s engagement letters with FW Cook. The Compensation Committee also determines the appropriate forum for receiving the executive compensation consultant's recommendations. Where appropriate, management invitees are present to provide context for the recommendations.

Compensation Committee Interlocks and Insider Participation

During 2021,2022, Ms. Campbell, Mr. Darnell, Ms. Mastin, Ms. Mullen and Mr. Vasquez served as members of the Compensation Committee. No member of the Compensation Committee (1) was, during the fiscal year ended December 31, 2021,2022, or had previously been, an officer or employee of the Company or (2) had any material interest in a transaction of the Company or a business relationship with, or any indebtedness to, the Company. None of our executive officers have served as members of a board of directors or compensation committee of any other entity that has an executive officer serving as a member of our Board of Directors or Compensation Committee.

The Lead Director and Executive Sessions

Our bylaws and Corporate Governance Guidelines provide that in the event the Chairman of the Board does not meet the independence requirements of the rules and regulations of the SEC and the listing standards of the NYSE, the independent directors shall elect aan independent director to serve as Lead Director to serve for a two-yearone-year term or until his or her successor is elected or qualified or until such time, if earlier, at which an independent Chairman is elected. Because Michael F. McNally, the current Chairman of the Board, is an independent director, we currently do not have a Lead Director. In his capacity as Chairman, Mr. McNally chairs all Board meetings and presides over all executive sessions of the non-employee members of the Board.

Board Leadership Structure and Its Role in Risk Oversight

The Board of Directors has determined that having an independent director serve as the Chairman of the Board is in the best interest of Granite and its shareholders at this time. The Board believes that having a strong independent director serve as Chairman promotes greater oversight of Granite by the independent directors and provides for greater management accountability. The structure ensures more active participation by the independent directors in setting the Board's agenda and establishing the Board's priorities. However, the Board, in accordance with its Corporate Governance Guidelines and Policies, retains the flexibility to decide, as new circumstances arise, whether or not to combine or separate the position of Chairman and principal executive officer.

As with all companies, we face a variety of risks in our business. Our Board of Directors is responsible for oversight of our Company's risks, and effective risk management is a top priority of the Board and management. The Board believes that having a system in place for risk management and implementing strategies responsive to our risk profile and exposures will adequately identify our material risks in a timely manner. In order to more efficiently manage these risks, the Board has delegated certain risk management oversight responsibilities to relevant Board committees.

In connection with the election of a new Chairman of the Board of Directors in 2020, the Nominating and Corporate Governance Committee evaluated the structure, composition and operations of the committees of Granite’s Board of Directors, including each committee’s respective role in risk oversight and whether a new committee dedicated to risk oversight would bolster the Board of Directors’ risk oversight function. The Board of Directors and Nominating and Corporate Governance Committee completed their review of the Board of Directors’ risk oversight function and on June 11, 2020, formed a Risk Committee. The Risk Committee that is responsible for overseeing the Company’s strategic, operational and health, safety and environmental compliance risks as well as ESG risks. Since 2021, the Board of Directors and Nominating and Corporate Governance Committee have continued to focus on enhancing management succession planning efforts and on further developing Board expertise through continuing director education programs and Company sponsored membership in the National Association of Corporate Directors (“NACD”).NACD.

Additionally, the Board of Directors has delegated other risk management oversight responsibilities as follows:

The Audit/Compliance Committee has direct responsibility for risk oversight relating to accounting matters, financial reporting, and enterprise, legal and compliance and cybersecurity risks. Our Chief Financial Officer (who is responsible for managing the risk management function), General Counsel (who serves as our Corporate Compliance Officer), Vice President of Internal Audit and independent registered public accounting firm, PricewaterhouseCoopers LLP, all report directly to, and meet with, the Audit/Compliance Committee on a regular basis. The Audit/Compliance Committee and the Board also receive regular reports from our Chief Financial Officer, Chief Accounting Officer, Treasurer, General Counsel (who is responsible for managing our risk management function and who serves as our Corporate Compliance Officer), and Chief Information Officer (who is responsible for managing cybersecurity risk). The Audit/Compliance Committee and the Board also meet periodically with management to review Granite's major financial risk exposures and the steps that management has taken to monitor and control such exposures, which include Granite's risk assessment and risk management policies.

The Compensation Committee is responsible for overseeing the management of risks which are mitigated by our employment policies and our compensation and benefits systems, and the Nominating and Corporate Governance Committee oversees the management of risks which are mitigated by our Corporate Governance Guidelines and Policies, and Code of Conduct, including compliance with listing standards for independent directors and committee assignments. Additionally, the Nominating and Corporate Governance Committee oversees risk related to diversity and inclusion matters. The committee chairs report on risk relatedrisk-related matters to the full Board from time to time as appropriate.

BOARD OF DIRECTORS' NOMINATION POLICY

Evaluation Criteria and Procedures

Members of the Board of Directors of Granite are divided into three classes and are nominated for election for staggered three-year terms. The Board, its members, its committee structure its governance plans and its overall performance are continuously reviewed.reviewed on an annual basis. Evaluations for director nominees are conducted annually by the Nominating and Corporate Governance Committee and are generally made on the basis of observations responses to surveys, questionnaires and interviews with management and with members of the Board.evaluation forms circulated to directors annually.

Also included in this review is a careful evaluation of the diversity of skills and experience of Board members weighed against Granite's current and emerging operating and strategic challenges and opportunities. The Board of Directors makes every effort to nominate individuals who bring a variety of complementary skills and, as a group, possess the appropriate skills and experience to oversee our business. The Company intends to recruit and select director candidates whose capabilities, including their educational background, their work and life experiences, their diversity of experiences and perspectives, including gender and/or racial/ethnic diversity and their demonstrated records of performance will have the balance of expertise and judgment required for the Company’s long-term performance and growth. The Nominating and Corporate Governance Committee considers diversity in its broadest sense, including diversity in professional and life experiences, education, skills, perspectives and leadership, as well as other individual qualities and attributes that contribute to Board heterogeneity, such as race, ethnicity, sexual orientation, gender and national origin. The Company believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the Company's goal of creating a Board of Directors that best serves our needs and those of our shareholders. Accordingly, although diversity is a consideration in the nominating and evaluation process, the Nominating and Corporate Governance Committee and the BoardAs of Directors do not have a formal policy with respect to the consideration of diversity. However, as of April 25, 2022,March 31, 2023, 33% of our directors are women, 25% are racially or ethnically diverse and one of our four committees is chaired by a woman. Further, four out of the 10 new directors who have been added to the Board since 2016 were women and two out of the 10 were racially/ethnically diverse.

Current Board members whose performance, capabilities, and experience meet Granite's expectations and needs are nominated for re-election in the year of their respective term's completion. In accordance with Granite's Corporate Governance Guidelines and Policies, Board members will not stand for re-nominationbe re-nominated and no proposed candidate will be re-nominatednominated if the nominee’s 72nd birthday occurs prior to the annual meeting of shareholders in the year of re-nominationre- nomination or nomination. Moreover, Directors will retire no later than the first annual meeting of shareholders immediately following their 72nd birthday.

Each member of the Board of Directors must meet a set of core criteria, referred to as the “three C's”: Character, Capability and Commitment. Granite was founded by persons of outstanding character, and it is Granite's intention to ensure that it continues to be governed by persons of high integrity and worthy of the trust of its shareholders. Further, Granite intends to recruit and select persons whose capabilities, including their educational background, their work and life experiences, their diversity of experiences and perspectives, including gender and/or racial/ethnic diversity and their demonstrated records of performance will ensure that Granite's Board will have the balance of expertise and judgment required for its long-term performance and growth. Finally, Granite will recruit and select only those persons who demonstrate they have the commitment to devote the time energy,necessary to appropriately discharge their responsibilities and effort required to guarantee Granite will haveprepare for and, to the highestextent possible, levelattend and participate in all meetings of leadershipthe Board and governance.Committees on which they serve.

In addition to the three C's, the Board recruitment and selection process assures that the Board composition meets all of the relevant standards for independence and specific expertise. For each new recruitment process, a set of specific criteria is determined by the Nominating and Corporate Governance Committee with the assistance of the Chairman of the Board and an executivein certain circumstances a search firm, if the Committee deems engagement of such a firm appropriate.firm. These criteria may specify, for example, the type of industry or geographic experience that would be useful to maintain and improve the balance of skills and knowledge on the Board. After the search criteria are established, a search is conducted to identify appropriate candidates.candidates are sought out. The credentials of a set of qualified candidates provided by the search process are submitted for reviewscreening by the Nominating and Corporate Governance Committee, the Chairman of the Board and senior officers.the Chief Executive Officer. Based on this review, the Nominating and Corporate Governance Committee invites the top candidates for personal interviews with the Nominating and Corporate Governance Committee and Granite's executive management team.others as appropriate.

Normally, the search, review and interview process results in a single nominee to fill a specific vacancy. However, a given search may be aimed at producing more than one nominee, or the search for a single nominee may result in multiple candidates of such capability and character that multiple candidates might be nominated and the Board may be expanded accordingly.

It is Granite's intention that this search and nomination process consider qualified candidates referred by a wide variety of sources, including all of Granite's constituents - its customers, employees and shareholders and members of the communities in which it operates. The Nominating and Corporate Governance Committee is responsible for assuring that relevant sources of potential candidates have been appropriately canvassed.

The Board used the evaluation criteria and procedures listed in this section to nominate Mr. Caldera, Dr. Galloway,Darnell, Mr. KrusiLarkin and Mr. LyashMs. Mastin for election at the Annual Meeting.

Shareholder Recommendation and Direct Nomination of Board Candidates

Consistent with our bylaws and the Nominating and Corporate Governance Committee charter, Granite will review and consider for nomination any candidate for membership to the Board recommended by a shareholder, utilizing the same evaluation criteria and selection process described in “Evaluation Criteria and Procedures” above. The Committee will consider nominees to the Board recommended by shareholders. Shareholders wishing to recommend a candidate for consideration in connection with an election at a specific annual meeting of shareholders should notify Granite well in advance of the meeting date to allow adequate time for the review process and preparation of the proxy statement.

In addition, Granite’s bylaws provide that any shareholder entitled to vote in the election of directors may directly nominate a candidate or candidates for election at a meeting provided that timely notice of his or her intention to make such nomination is given. To be timely, a shareholder nomination for a director to be elected at an annual meeting of shareholders must be received at Granite’s principal office, addressed to the Corporate Secretary, no less than 120 days prior to the first anniversary of the date the proxy statement for the preceding year’s annual meeting of shareholders was released to shareholders and must contain the information and comply with the requirements specified in our bylaws. If no meeting was held in the previous year, the date of the annual meeting of shareholders is changed by more than 30 calendar days from the previous year, or in the event of a special meeting, to be on time, the notice must be delivered by the close of business on the tenth day following the day on which notice of the date of the meeting was mailed or public announcement of the date of the meeting was made.

To be timely, a shareholder nomination for a director to be elected at the 20232024 annual meeting of shareholders must be received at Granite’s principal office, addressed to the Corporate Secretary, on or before December 26, 2022.30, 2023. For further information, see “Shareholder Proposals to be Presented at the 20232024 Annual Meeting of Shareholders.”

Director Independence

Under the listing standards of the NYSE, a director is considered independent if the Board determines that the director has no material relationship with Granite. In determining independence, the Board considers pertinent facts and circumstances including commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others. The Board follows these guidelines, established by the NYSE, when assessing the independence of a director:

The Board reviews the independence of all non-employee directors every year. For the review, the Board relies on information from responses to questionnaires completed by directors and other sources. Directors are required to immediately inform the Nominating and Corporate Governance Committee of any material changes in their or their immediate family members' relationships or circumstances that could impact or change their independence status.

The following non-employee directors are independent under the listing standards of the NYSE: Louis E. Caldera, Molly C. Campbell, David C. Darnell, Patricia D. Galloway, David H. Kelsey, Alan P. Krusi, Jeffrey J. Lyash, Celeste B. Mastin, Michael F. McNally, Laura M. Mullen and Gaddi H. Vasquez.

Board and Annual Shareholder Meeting Attendance

During 2021,2022, the Board of Directors held 149 meetings. Each of the directors attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings of any committee(s) on which he or she served. Except for irreconcilable conflicts, directors are expected to attend the annual meeting of shareholders.

The annual meeting attendance policy is a part of Granite's Board of Directors Corporate Governance Guidelines and Policies and is posted on Granite's website. See “Granite Website” below. All tentwelve directors then in office attended Granite's 20212022 annual meeting of shareholders.

Communications with the Board

Any shareholder or other interested party wishing to communicate with the Board of Directors, or any particular director, including the Chairman of the Board or the Lead Director, if there is one, can do so by following the process described in the Communications with the Board of Directors Policy. The policy is posted on Granite's website. See “Granite Website” below.

Corporate Governance Guidelines and Policies

Granite's Board of Directors is subject to the Board of Directors Corporate Governance Guidelines and Policies. The Board of Directors Corporate Governance Guidelines and Policies is available on our website. See “Granite Website” below.

Our Corporate Governance Guidelines and Policies include a director resignation policy in the event a Director nominee does not receive a majority of the votes cast in an election of Directors where the number of nominees is equal to the number of Directors to be elected (an “Uncontested Election”). The policy states that promptly after receiving notice that the Director nominee has not received the requisite majority vote in an Uncontested Election, the Director nominee shall tender his or her resignation to the Board of Directors. The Nominating and Corporate Governance Committee (excluding the Director who tendered the resignation) shall then make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors (excluding the Director who tendered the resignation) shall evaluate such recommendation in light of the best interests of the Company and its shareholders and shall decide whether to accept or reject the resignation, or whether other action should be taken. In reaching its decision, the Board of Directors may consider any factors it deems relevant, including but not limited to the resigning Director’s qualifications, past and anticipated future contributions to the Company as well as the overall composition of the Board of Directors and whether accepting the tendered resignation would cause the Company to fail to meet any rule or regulation (inclusive of listing standards and federal securities laws). The Board of Directors shall act on the tendered resignation and publicly disclose its decision and the rationale behind it within 90 days after the inspector’s certification of the election results. If the Board of Directors elects to reject the resignation, the then incumbent Director will continue to serve until the next annual meeting of shareholders at which time his or her term shall expire. Any vacancies in the Board of Directors resulting from a Director not receiving a majority vote and the Board accepting his or her resignation shall be filled in accordance with the Bylaws.

Employee, Officer and Director Hedging

The Company's Insider Trading Policy prohibits employees, officers and directors from engaging in hedging transactions with respect to Company securities. The policy prohibits transactions, other than a current sale transaction, that are designed to protect a holder of securities from a possible decline in the value of such securities, including puts, options, swaps, zero-cost collars, forward sale contracts or similar instruments or arrangements.

Code of Conduct

Granite's Code of Conduct applies to all Granite employees, including the Chief Executive Officer and the Chief Financial Officer, and to all directors, including the Chairman of the Board. The Code of Conduct is available on Granite's website. We will also post any amendments to the Code of Conduct, or waivers of the application of provisions of the Code of Conduct to any of our directors or executive officers, on our website. See “Granite Website” below.

Inclusive Diversity

Granite’s Board of Directors believes the Company’s culture is underpinned by its core values, including an unwavering commitment to inclusive diversity as exemplified by strategies that address our guiding belief that diverse backgrounds, perspectives, and experiences enhance creativity and innovation. In 2017, the company implemented its GROW (Granite Resources Opportunities for Women) mentoring initiative andWe have established employee resource group, to support development opportunities for female employees.groups that serve employees from a variety of backgrounds, and we have designated October as Inclusion month throughout our Company. As of December 31, 2021,2022, approximately 13%12.6% of Granite's workforce were women and 40%41.3% were racially and ethnically diverse. Granite is committedWe periodically conduct pay equity analyses to support our commitment to pay equity, regardless of race, gender, ethnicity or race/ethnicity, and annually conducts an internal pay equity analysis. 

Delinquent Section 16(a) Reports

Based solely on a review of the forms filed electronically with the SEC and the written representations received from the directors and executive officers, the Company believes that all reports required to be filed during the year ended December 31, 2021 by Section 16(a) were filed on timely basis.sexual orientation.

Granite Website

The following charters and policies are available on Granite's website at www.graniteconstruction.com at the “Investors” site, then under “Corporate Governance”: the Audit/Compliance Committee Charter, the Nominating and Corporate Governance Committee Charter, the Compensation Committee Charter, the Risk Committee Charter, the Board of Directors Corporate Governance Guidelines and Policies, the Board of Directors' Nomination Policy, and the Communication with the Board of Directors Policy. The Company’s Sustainability Reports are available on Granite’s website at www.graniteconstruction.comwww.graniteconstruction.com at the “Company” site, then under “Sustainability.” The information included in Granite’s Sustainability Reports is not incorporated into, and is not part of, this proxy statement. You can also obtain copies of these charters and policies and Granite’s Sustainability Reports, without charge, by contacting Granite's Investor Relations Department at 831.724.1011. The Code of Conduct is available on Granite's website at www.graniteconstruction.com at the “Company” site under “Code of Conduct.” You can obtain a copy of the Code of Conduct and any amendments to the Code of Conduct, without charge, by contacting Granite's Human Resources Department at 831.724.1011.

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Board of Directors is asking shareholders to approve an annual advisory resolution on executive compensation. The Board of Directors is providing such vote pursuant to Section 14A of the Exchange Act. The advisory vote is a non-binding vote on the compensation of our Named Executive Officers. The vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and practices described in this proxy statement. The text of the resolution to be voted on at the Annual Meeting is as follows:

Resolved,Resolved,that the shareholders of Granite Construction Incorporated approve, on an advisory basis, the compensation of the Company's Named Executive Officers as disclosed in the proxy statement for the Company's 20222023 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities Exchange Act of 1934, as amended (which disclosure includes the Compensation Discussion and Analysis section, the Summary Compensation Table for 20212022 and the related compensation tables and narrative disclosure within the Executive and Director Compensation and Other Matters section of the proxy statement).

The Company urges you to read the disclosure under “Compensation Discussion and Analysis,” which discusses how our compensation policies and procedures implement our pay-for-performance compensation philosophy. You should also read the Summary Compensation Table and other related compensation tables and narrative disclosure which provide additional details about the compensation of our Named Executive Officers. We have designed our executive compensation structure to attract, motivate and retain executives with the skills required to formulate and implement the Company's strategic objectives and grow sustainable shareholder value. We believe that our executive compensation program is reasonable, competitive and strongly focused on pay for performance principles, and provides an appropriate balance between risk and incentives. In particular, key elements of our executive compensation program are:

The vote regarding the compensation of the Named Executive Officers described above, referred to as a “Say on Pay advisory vote,” is advisory, and is therefore not binding on the Company, the Compensation Committee or the Board of Directors. Although non-binding, the Compensation Committee and the Board of Directors value the opinions that shareholders express in their votes and will review the voting results and take them into consideration when making future decisions regarding our executive compensation programs as they deem appropriate. The next “Say on Pay”We currently hold an advisory vote followingon the compensation of our Named Executive Officers every year. This year we are holding an advisory vote on the frequency of the shareholder vote on executive compensation (see Proposal 3 in this year’sproxy statement). We expect to hold our next advisory vote will be heldon the compensation of our Named Executive Officers at our 2024 Annual Meeting, subject to the 2023 annual meeting.outcome of the vote on Proposal 3.

BOARD OF DIRECTORS RECOMMENDATION

PROPOSAL 3: ADVISORY VOTE ON FREQUENCY OF THE SHAREHOLDER VOTE ON EXECUTIVE COMPENSATION

In accordance with Section 14A of the Exchange Act, the Board of Directors is asking shareholders to vote on the frequency with which the advisory vote on executive compensation set forth above, referred to as the "say-on-pay advisory vote," will be held.

The vote on the frequency of the say-on-pay advisory vote is a non-binding, advisory vote as to how often the say-on-pay advisory vote should occur: (1) Every One Year, (2) Every Two Years or (3) Every Three Years. You may either vote for one of these alternative frequencies or, if you desire, abstain from voting on this matter.

After considering the benefits and consequences of each option for the frequency of the say-on-pay advisory vote, the Board of Directors has determined that an annual advisory vote on executive compensation is the most appropriate alternative for the Company. Therefore, the Board recommends that you vote for having the say-on-pay advisory vote occur Every One Year.

The Board believes that an annual say-on-pay advisory vote provides the highest level of accountability and communication. An annual vote will allow shareholders to provide the Company with direct input on the executive compensation information presented in the proxy statement each year. Additionally, an annual advisory vote is consistent with the Company's policy of engaging in discussions with shareholders on corporate governance and compensation matters. We understand that shareholders may have different views as to what the most desirable frequency is, and we look forward to hearing from shareholders on this matter.

The option of "Every One Year," "Every Two Years" or "Every Three Years" that receives the highest number of votes cast by shareholders will be deemed to be the frequency for the say-on-pay advisory vote that has been selected by shareholders. However, because this vote is advisory and not binding on the Board of Directors or the Company in any way, the Board may decide that it is in the best interests of the shareholders and the Company to hold the say-on-pay advisory vote more or less frequently than the option approved by shareholders.

BOARD OF DIRECTORS RECOMMENDATION

The Board of Directors unanimously recommends a vote for the option of "EVERY ONE YEAR" as the frequency with which shareholders are provided an advisory vote on executive compensation.

EXECUTIVE AND DIRECTOR COMPENSATION AND OTHER MATTERS

COMPENSATION DISCUSSION AND ANALYSIS

Objective of the Compensation Program

The market for executive talent is highly competitive and the objective of our executive compensation program is to attract, motivate and retain talented, creative and experienced executives with the skills and leadership qualities necessary to compete in the marketplace, formulate and implement the Company’s strategic objectives, deliver consistent financial performance and grow sustainable shareholder value. The Compensation Committee believes that an effective way to enhance Granite's performance is through variable compensation structured to align our executives’ interests with the Company’s short and long-term performance objectives. Key elements of the executive officer program are as follows:

Executive Officer Compensation Program

We conduct our “Say on Pay” shareholder advisory vote, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and SEC rules. Our Board has determined to hold a Say on Pay vote on an annual basis, consistent with the results of the most recently held advisory vote regarding the frequency of Say on Pay votes. This resulted in the approval of the compensation of our Named Executive Officers for 20202021 by approximately 98% of the votes cast. The Compensation Committee considers these voting results when planning compensation for subsequent years and believes the results affirm the Company’s executive compensation pay levels, programs and policies. Accordingly, the Compensation Committee did not adopt any changes to this program as a result of this vote, although the Compensation Committee is continually evaluating our executive compensation to further align the program with shareholders’ interests. In addition to this endorsement by our shareholders of our executive compensation programs and practices, management values the views of our largest institutional shareholders and proxy advisory firms on our compensation practices and disclosures.

The key components of the 20212022 program for compensating our Named Executive Officers are as follows:

The specific provisions of the compensation opportunity, plan design and performance objectives are described in greater detail in the remainder of this Compensation Discussion and Analysis.

The following table identifies our 20212022 Named Executive Officers:

⁽¹⁾Mr. Larkin was appointed to CEO effective June 3, 2021.

⁽²⁾ Ms. Curtis was appointed to Executive Vice President and CFO effective January 26, 2021.

⁽³⁾ Ms. Desai served as Senior Vice President and CFO from January 1, 2021 to January 25, 2021 prior to her appointment as Executive Vice President and Chief Strategy Officer. Ms. DesaiRichards ceased to serve as an executive officer effective December 6, 2021.

Executive Management Changes

As noted above, Granite’s executive leadership team underwent several changes in 2021. In connection with these changes, our Board of Directors approved new compensation arrangements for Mr. Larkin and Ms. Curtis, both of which are described below. On November 14, 2021, Ms. Desai and the Company entered into a separation and transition agreement the terms of which are described under “Potential Payments Upon Termination or Change in Control.”June 27, 2022.

Mr. Kyle T. Larkin

On June 3, 2021, Mr. Larkin was appointed CEO and the Compensation Committee approved the following compensation arrangement:

Ms. Elizabeth L. Curtis

On January 26, 2021, Ms. Curtis was appointed Executive Vice President, CFO and the Compensation Committee approved the following compensation arrangement:

Annual Review of Executive Compensation and Practices

The Compensation Committee and its compensation consultant annually conducts a comprehensive review of the Company’s executive compensation programs, policies and practices. The compensation consultant may recommend changes to the Compensation Committee based on market and corporate governance best practices.

In early 2021,2022, the Compensation Committee andapproved the Boardredesign of Directors approved updates to the Executive Retention and Severance Plan and approved a new 2021 Equity Incentive Plan.

In 2021, the Compensation Committee began redesigning the2022 executive officer annual and long-term incentive programs for 2022 to incorporate metric diversification, improve alignment with the Company’s peers, ensure support of the Company’s strategic plan and align with the best interest of the Company’s shareholders. For 2022,The Compensation Committee revised the annual incentive programAIP for the CEO, COO and CFO willto be rewarded based on Earnings before InterestEBIT and Tax (“EBIT”) and Operating Cash Flow Margin (“OCF”)OCF attributable to Granite Construction Incorporated performance while the AIP for the executive officers with financial accountability for the performance of an operating group are to be incentivizedwas based on their individual group’s operating income and an incentive component tied to the Company’s EBIT and OCF.

TheIn 2022, long term incentive performance program hasthe Compensation Committee also incorporated a capital efficiency metric, RONA into its LTIP, in addition to relative TSR for allexecutive officers. The Compensation Committee also determined that the performance-based component of the executive officers and the performance award willLTIP would make up 75% of an executive officer’s long term incentive target opportunity.

Role of the Compensation Committee and CEOCEO in Determining Executive Compensation

The Compensation Committee is actively engaged in the design and approval of all elements of the compensation program for our executive officers. Target total direct compensation, incentive program design and potential payouts are determined with assistance and recommendations from the compensation consultant as discussed below. The annual salary levels, incentive compensation targets and potential payouts of the executive officers other than the CEO are reviewed and approved by the Compensation Committee based on recommendations of the CEO and the compensation consultant. The Compensation Committee determines the compensation of the CEO and the CEO does not participate in any deliberations regarding his own compensation. For a detailed explanation, please refer to “Information About the Board of Directors and Corporate Governance — Committees of the Board of Directors — Compensation Committee.”

Role of the Compensation Consultant

The Compensation Committee retained the services of FW Cook as its compensation consultant to provide advice and recommendations on executive officer and Board of Director compensation programs. The compensation consultant attended Compensation Committee meetings and provided guidance and expertise on competitive pay practices and plan designs that are consistent with the key objectives of the compensation program. For a detailed explanation, please refer to “Information About the Board of Directors and Corporate Governance — Role of the Compensation Consultant.”

Annual Risk Assessment

The Compensation Committee in consultation with its independent compensation consultant, annually reviews the balance between risk and reward in the design of the executive officer and employee incentive compensation programs. The AIP and LTIP utilize a portfolio of performance metrics across the Company designed to balance short- and long-term financial objectives and generate sustainable shareholder value. Performance goals are set as a range for each objective with a maximum payout opportunity assigned to each performance goal. The Compensation Committee carefully reviews incentive plan goals to ensure the appropriate levels of difficulty and reviews the financial performance of Granite and its peers to ensure performance goals and payout opportunities are appropriately calibrated. The performance measures, threshold and maximum payout opportunities and the calibration of achievability of incentive plan goals are all designed to help ensure that the incentive plans appropriately balance risk and reward, limiting excessive risk-taking and the potential for windfall payouts. Finally, the Company maintains several risk mitigating governance policies such as executive stock ownership guidelines, anti-hedging/pledging policies and an incentive compensation recoupment policy. As a result of the above, the Compensation Committee believes that the compensation program is not reasonably likely to have a material adverse effect on the Company.

Market Data Considered in Determining Executive Compensation for2021 2022

Each year the Compensation Committee reviews available industry compensation data to establish competitive compensation levels which will reward our executive officers if performance targets are achieved. During 2021, benchmarkBenchmark data from 20202021 was obtained from a peer group consisting of sixteenseventeen public companies representing the construction, engineering, and/or construction materials industries. The Compensation Committee believes that industry-specificindustry- specific companies are the most appropriate source of benchmark data as they are most representative of Granite’s market for talent. The data from the peer group of sixteenseventeen public companies is used by the Compensation Committee to establish base salary, target total cash and long-term incentive compensation levels. For a detailed explanation, please refer to “Long Term Incentive Compensation – Performance Awards.” As an additional market reference point, the Compensation Committee reviews national, general industry survey data scoped based on each executive’s functional role and revenue responsibility.

Peer Group of Public Companies

The sixteenseventeen public companies selected for the peer group to inform 20212022 target total direct compensation levels are in the construction, engineering, and/or construction materials industries and compete for executive talent in the same market as Granite. For 2021,2022, the Compensation Committee approved replacing USG Corpthe removal of Quanta Services, Inc. due to its acquisition and Martin Marietta and Vulcan Materials with Eagle Materials, Cornerstone Building Brands, and Tetra Tech due to Martin Marietta and Vulcan Materialsit being above the acceptable revenue range.range and the addition of Great Lakes Dredging and Docks and Sterling Construction. At the time the peer group was approved, Granite’s trailing 4-quarter revenues were at the 59th67th percentile of the peer group and the Company’s 12-month average market capitalization was at the 40th39th percentile of the peer group. The median annual revenue of the approved peer group was $3.0$2.8 billion (versus $3.4$3.6 billion for Granite) and the median 12-month average market capitalization was $1.9$2.1 billion (versus $1.3$1.2 billion for Granite).

The table below names each of the companies in the peer group that informed 20212022 target compensation levels.

COMPENSATION ELEMENTS

Base SalariesSalary

Base salaries are essential to attract and retain our leadership and provide our Named Executive Officers a stable level of wages as the other components of their compensation are not guaranteed and are based on Company or operating group performance. Annually, the CEO reviews compensation for the executive officers (other than for himself) and makes recommendations to the Compensation Committee based on responsibility, tenure, individual leadership and operating group performance. The Compensation Committee considers these recommendations, as well as benchmarking comparisons prepared by the compensation consultant and sets the base salaries with reference to the peer group market median for the executive officers, including the CEO. Following this review for 2021,2022, the Compensation Committee increased the base salaries of Ms. Curtis by 11.1% and Mr. Tatusko increased 6.7%, Mr. Dowd’s increased 44.5% in connectionby 6.3% to bring them into closer alignment with his promotionmarket median rates; the base salaries for Messrs. Larkin, Radich and increased responsibilities, Mr. Radich’s salary remained unchanged due to his December 2020 adjustment in connection with his promotionRichards, and Ms. Desai’s salaryWoolsey remained unchanged. The Named Executive Officer base salaries for 2021 when initially determined2022 were 8%2% below the peer median data in the aggregate for our continuing Named Executive Officers. Outside of its normal course review, the Compensation Committee reviews executive officer compensation in connection with promotions, or other significant events. Mr. Larkin received a 12.5% increase and Ms. Curtis 38.5% increase in connection with their promotions, as discussed in “Executive Management Changes.”

Base salaries as of December 31, 2021for 2022 for the Named Executive Officers were as follows:

⁽¹⁾ Ms. DesaiMr. Richards ceased to serve as an executive officer effective December 6, 2021. June 27, 2022.

20212022 Annual Incentive Plan Compensation

The Named Executive Officers participate in the AIP pursuant to which annual incentive compensation is determined by overall company performance and/or applicable operating group performance to incentivize and reward annual performance. Annual profitability forecasts were determined at the beginning of the year and used to establish the target performance goals. Threshold and maximum goals were also established, and payouts were determined based on achievement versus the goals. As in prior years, performance against Company and/or operating group safety objectives served as a modifier to the calculated bonus based on financial performance.

Annual Incentive Opportunity

As part of the 2022 incentive compensation redesign efforts, the Compensation Committee diversified the annual incentive metrics to include EBIT and OCF as it determined those metrics are important to our overall success in achieving our strategic financial goals. The performance goal setting process included reviewing peer data and historical performance with assistance from the Compensation Committee’s executive compensation consultant, FW Cook.

Safety is one of our core values and we use this as a metric in our AIP to align our executive officers with our safety strategy. Beginning in 2022, the Compensation Committee modified the Safety performance multiplier to add a severity metric of Days Away, Restricted or Transferred (DART) in addition to the existing frequency metric of OSHA Recordable Incident Rate (ORIR). This multiplier is weighted 50/50% and applied to the Corporate EBIT and OCF payout results. The Operating Group safety results will be calculated in the same manner with the weighted safety multiplier applied to each group’s operating income results.

As presented in detail below, each Named Executive Officer's targeted annual incentive opportunity is based on external benchmark data for similar positions and is expressed as a percentage of base salary. The target is set by the Compensation Committee after a review of market median annual incentive target awards of Granite’s peer group and survey data which is the basis for establishing the threshold and maximum annual incentive. Pursuant to the terms of the AIP, maximum cash payouts cannot exceed two times the target opportunity. The aggregate AIP target opportunities were 8%4% below peer group median data for our continuing Named Executive Officers atfor 2022. Ms. Curtis’ target increased from 75% to 80% of salary while other NEO targets remained the time the Compensation Committee approved the 2021 AIP targets at the beginning of 2021.same. Outside of its normal course review, the Compensation Committee reviews executive officer compensation in connection with promotions or other significant events. Please refer to “Executive Management Changes” for Mr. Larkin for target opportunity changes in connection with his promotion.

The 20212022 AIP opportunities for the Named Executive Officers as of December 31, 2021 are presented below.

Annual Incentive Opportunity

⁽¹⁾ Mr. Larkin’s AIP target opportunity is a weighted average based on his time as President from January 1, 2021 through June 3, 2021 and his subsequent promotion to President and CEO effective June 3, 2021. For a detailed explanation, please refer to “Executive Management Changes.”

⁽²⁾ Ms. DesaiRichards ceased to serve as an executive officer effective December 6, 2021,June 27, 2022, however, shehe remained eligible to receive ana prorated annual bonus for the entire year’s service with respect to fiscal year 2021. 2022.

20212022 AIP Performance Measures and Results

At the beginning of the annual performance period (January 1st – December 31st), the Compensation Committee approved the 20212022 AIP weighting and financial performance goals. The Compensation Committee determined that 20212022 AIP payouts for Messrs. Larkin and Radich, and Mses. Curtis and DesaiWoolsey were to be determined based on Company financial performance and a Company safety multiplier. For Messrs. Tatusko and DowdRichards (the operating group Named Executive Officers), the Committee established measures for the 2021 AIP to be paid out based on a blend of Company and operating group financial and safety performance.

The following table illustrates the 2021weighting for each AIP performance measures:financial metric for each of our Named Executive Officers:

⁽¹⁾Measured based on each individual operating group performance, where applicable. Mr. Richards ceased to serve as an executive officer effective June 27, 2022, however, he remained eligible to receive a prorated annual bonus with respect to fiscal year 2022.

⁽²⁾

Performance Measures for 2022

Company Net IncomeEBIT. Company EBIT is defined as actual consolidated Net IncomeEBIT attributable to Granite Construction Incorporated, calculated in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and adjusted for items approved by the Compensation Committee. For 2021, Net Income2022, Company EBIT excluded the following items that are not related to the Company’s ongoing core business operations: income, expenses income,and gains or losses and taxes related to discontinued or divested operations, significant litigation fees and settlements and separation costs.

Company OCF. Company OCF is defined as actual operating cash flow attributable to Granite Construction Incorporated calculated in accordance with U.S. GAAP and adjusted for items approved by the Compensation Committee as a percentage of revenue. For 2022, Company OCF excluded the following cash impact items that are not related to the Company’s ongoing core business operations: income, expenses and gains or losses related to discontinued or divested operations, significant gain on sale of property,litigation fees and personnel costs with the operating group reorganization.settlements and separation costs.

⁽³⁾

Group Operating Income. Group Operating Income is defined as actual operating income for the applicable operating group calculated in accordance with U.S. GAAP and adjusted for items approved by the Compensation Committee. For 2021,2022, Group Operating Income excluded the following items that are not related to the Company’s ongoing core business operations: income, expenses income,and gains or losses and taxes related to discontinued or divested operations, significant litigation fees and settlements significant gain on sale of property, and separation costs due to the operating group reorganization.costs.

⁽⁴⁾

Safety. Granite uses two metrics to measure safety within the incentive program: (1) The OSHA Recordable Incident Rate (“ORIR”), a and (2) Days Away, Restricted, or Transferred (“DART”) Rate, which are nationally recognized metric,metrics, to benchmark its safety performance against the construction industry. ORIR tracks all injuries which require OSHA documentation (i.e., those that result in medical treatment, restricted duty or lost time) and represents the number of events per 100 full-time employees. It is calculated by multiplying the number of OSHA recordable injuries (total injuries or lost time injuries) by 200,000 (2,000 hours per employee per year x 100 employees) and dividing by the total number of hours of employee exposure.

⁽⁵⁾ Ms. Desai ceased The DART rate is designed to servetrack OSHA recordable workplace injuries or illnesses that results in time away from work, restricted job roles, or an employee's permanent transfer to a new position. The DART rate is calculated by taking the number of OSHA Recordable injuries and illnesses that resulted in Days Away; Restricted; Transferred x 200,000 (2,000 hours per employee per year x 100 employees) and dividing by the total number of hours of employee exposure. A 50/50% weighting of these two metrics will be calculated to determine the performance and payout multiplier. A safety multiplier ranging from 90% to 115% based on Company and/or operating group safety performance, as an executive officer effective December 6, 2021, however, she remained eligibleapplicable, is applied to receive an annual bonusthe financial metric payouts for the entire year’s service with respect to fiscal year 2021. 

2021AIP Performance Measure and Resultscompany and/or operating group results.

The Compensation Committee considered the Company's annual operating plan for the year in setting threshold, target and maximum performance goals for 2021the AIP performance metrics. The payout based on Company and/or operating group financial performance is zero if Company and/or applicable operating group performance, respectively, is below the financial performance threshold. Once threshold requirements are met, Named Executive Officers can earn between 50% and 200% of their annual target opportunity depending on the level of achievement of the Company and/or operating group financial performance. Linear interpolation applies for performance between threshold/target and target/maximum performance levels. The calculated bonus under Company and/or operating group performance components is subject to a safety multiplier ranging from 90% to 115% based on Company and/or operating group safety performance, as applicable. The target and maximum award amounts have been set at levels our Compensation Committee believes will provide a meaningful incentive to achieve Company and individual goals and contribute to the Company’s financial performance.

The 2021 AIPAIP’s Company EBIT performance goal was derived in reliance upon the original 2022 budget (“Original 2022 Budget”). Given the EBIT performance metric was defined as continuing operations, the Company’s Water and Mineral Services (“WMS”) businesses were originally excluded from the EBIT performance goal as they were classified as held for sale and reported as discontinued operations. Upon reclassification of WMS to continuing operations and to ensure alignment, the Compensation Committee increased the threshold, target and maximum performance goals were(adjusted for the disposition in the first quarter of 2022) based onupon the Company’s operating groups at the time the plan was approved. After the approval of the 2021 AIP, the Company’s operating groups changed, however, the 2021 payouts continued to be based on the former operating groups.Original 2022 Budget.

The following were the AIP financial performance measures set for 20212022 (in millions):

20212022 AIP Financial Performance Goals

The following table outlines the safety performance goals and results. Linear interpolation is used to determine the multiplier when actual performance attained falls between threshold/target and target/maximum performance levels:

20212022 AIP Safety Multiplier Goals

⁽¹⁾ ORIR & DART actual performance weighted 50/50 to determine safety multiplier.

Based on actual performance, individual incentives earned by the Named Executive Officers were as follows:

Summary of Actual 20212022 AIP Total Bonus Payouts

⁽¹⁾ Actual company payouts and operating group payout includespayouts include safety multiplier.

⁽²⁾ Represents the sum of 20212022 Company and operating group bonus payouts.

⁽³⁾Ms. Desai Mr. Richards ceased to serve as an executive officer effective December 6, 2021,June 27, 2022, however, Ms. Desaihe remained eligible to receive ana prorated annual bonus for the entire year’s service with respect to fiscal year 2021.2022.

Long Term Incentive Compensation

Equity incentive awards are a critical component of the Company’s compensation program and are used to attract and retain talented, highly qualified employees to ensure the long-term continued growth and success of the Company.

As part of the 2022 incentive compensation redesign efforts, the Compensation Committee introduced a capital efficiency metric to support the Company’s long-term strategic plan and further align management’s interest with that of our shareholders. A 3-year RONA performance metric was selected to support this initiative.

As presented in detail below, each Named Executive Officer's target long-term incentive opportunity is based on external benchmark data for similar positions and is expressed as a percentage of base salary. The targets are set by the Compensation Committee after a review of market median long-term incentive target awards of Granite’s peer group and survey data at the beginning of the year. Outside of its normal course review, the Compensation Committee reviews executive officer compensation in connection with promotions or other significant events. The LTIP target opportunity was conservatively positioned at 36%21% below the median data in the aggregate for our continuing Named Executive Officers and varied by each Named Executive Officer and their role. Changes were made to the LTIP incentive target opportunity for our Named Executive Officers for 2021, except for Ms. Desai, whose target remained at $600,000. Mr. Larkin’s 2021 LTIP target was increased at the beginning of the year based on his role as President but did not change for the 2021 performance year in connection with his promotion to CEO, which is further described in “Executive Management Changes.”

The LTIP incentive target opportunities for the Named Executive Officers under the 20212022 LTIP are presented below:

⁽¹⁾Ms. Desai Mr. Richards ceased to serve as an executive officer effective December 6, 2021. She remainsJune 27, 2022. He remained eligible to receive a cash payment based on the actual performance of the LTIP TSR results for the applicable performance periods and prorated on the basis of the ratio of the number of whole months of herhis service during the applicable performance period to the total number of months in the applicable performance period.

Each Named Executive Officer’s target award is divided into two components – Performance Awards and Time-Based Service Awards. The table below reflects the weighting of the two components:

LTIP Components Weighting

To emphasize and reward sustained long term performance, all Named Executive Officers participated in the 20212022 LTIP. For awards granted after January 1, 2020, the Board of Directors approved the following changes to the LTIP for the benefit of the Company's Named Executive Officers and other executive officers:

Performance Awards

The 20212022 LTIP is focused on creating long term value for our shareholder’s benefit. The performance incentive is based on relative TSR and a capital efficiency metric, RONA, where both will be measured over a 3-year performance period, isand will be earned based on achievement of performance targets, and is settled in RSUs at the end of the performance period.

TSR performance is calculated based on Granite’s TSR rank relative to the 33 Russell 3000 companies, including Granite, in the Construction and Engineering or Construction Materials GICS Sub-Industry classification. The higher Granite’s overall performance ranking is, the greater the payout percentage. Pursuant to the terms of the LTIP, maximum payouts cannot exceed two times the target performance opportunity. However, the Compensation Committee has the ability to reduce the payout percentage for the performance period in its sole discretion.

RONA Performance Metric

The Compensation Committee considered the Company's strategic plan, peer benchmarking data and historical performance in setting threshold, target and maximum performance goals for the RONA performance metric. Performance will be measured over a 3-year period and is defined as adjusted consolidated GAAP Net Income (less tax effected cost of debt) divided by average adjusted net assets. A 3-year average RONA result will determine performance achievement. The payout based on Company financial performance is zero if Company performance is below the financial performance threshold. Once threshold requirements are met, Named Executive Officers can earn between 50% and 200% of their annual target opportunity depending on the level of performance achievement. Linear interpolation applies for performance between threshold/target and target/maximum performance levels. The target and maximum award amounts have been set at levels our Compensation Committee believes will provide a meaningful incentive to achieve long term Company financial performance.

TSR Performance Metric

TSR performance is calculated based on Granite’s TSR rank relative to the Russell 3000 companies, including Granite, in the Construction and Engineering or Construction Materials GICS Sub-Industry classification over a 3-year period. The TSR award calculation methodology will remove from the measurement group any comparator companies acquired during the performance period. Each 3-year cycle will be calculated using a 20-day trading day average for the beginning and ending stock price to avoid potential unintended consequences of spot prices. The higher Granite’s overall performance ranking is, the greater the payout percentage.

The TSR payout curve was modified by the Compensation Committee after a review of Granite’s 2021 - 2023peer group and survey market median data to improve alignment with typical market practice. Effective for 2022 and forward, the TSR payout curve has been modified by shifting the threshold performance from the 35^th percentile to the 25^th percentile with a corresponding payout of 35% and shifting maximum performance from the 80^th percentile to the 75^th percentile with no change to the maximum payout. See 2022-2024 TSR Payout Curve below.

2022 -2024 TSR Payout Curve

(Utilizes a Relative TSR Percentile Ranking System to determine payout as a percentage of Target.)

⁽¹⁾ Linear interpolation applies between performance levels.

Total Shareholder Return Performance Calculation

Prior to the 2019 - 2021 performance period, TSR was calculated by dividing (i) the sum of the closing price on the last trading day of the performance period and all dividends and per-share cash equivalents paid during the performance period, by (ii) the closing price on the day before the first day of the performance period. Determination of the performance awards are calculated at the end of a three-year performance period. However, beginning with the 2019 - 2021 performance period, the Compensation Committee changed the calculation of TSR from the beginning/closing stock price to a 20-day trading day average to avoid potential unintended consequences of spot prices.

The following table contains the performance award and payout timing:

⁽¹⁾ Pursuant to herhis separation arrangement, Ms. Desai will remainMr. Richards remained eligible to receive a cash payout under the LTIP based on actual results through the end of the applicable performance period and prorated for her service through December 31, 2021.his service. This would include thearrangement applies to his awards for the 2019 – 2021, 2020 - 2022, and 2021 - 2023 and 2022 - 2024 performance periods of which there were no modifications to the performance terms.

Payouts for2018 2019 - 20202021 Total Shareholder Return Awards Paid in2021 2022

There were no payouts for the 20182019 - 20202021 TSR performance period and this is reflected in the 20212022 Summary Compensation Table and 2021 Grantthe 2022 Grants of Plan Based Award tables. TSR was calculated on Granite’s performance relative to the industry peer group of construction, engineering and construction materials used for benchmarking data in 2018. 

The following are the 2018 - 2020 peer group companies and payout curve.

2018 - 2020TSR Payout Curve

(Utilizes a Relative Percentile Ranking System to determine payout as a percentage of Target.) 

⁽¹⁾ Linear interpolation applies between performance levels.

Granite’s three-year TSR performance as of December 31, 2020 for the performance period from January 1, 2018 through December 31, 2020 was below threshold resulting in no earnout. See “2018 - 2020 TSR Payout Curve” above.

Payouts for 2019 - 2021Total Shareholder Return Awards Paid in2022

TSR performance was calculated based on Granite’s TSR rank relative to the 30 Russell 3000 companies in the Construction and Engineering or Construction Materials GICS Sub-Industry classification for the three-year performance period beginning January 1, 2019 through December 31, 2021.Granite’s three-year TSR performance ranked at the 7^th percentile which was below the threshold performance goal resulting in no earnout. See “2019 - 20212021.

2019 -2021 TSR Payout Curve” below.

2019 - 2021TSR Payout Curve

(Utilizes a Relative Percentile Ranking System to determine payout as a percentage of Target.)

⁽¹⁾ Linear interpolation applies between performance levels.

Granite’s three-year TSR performance as of December 31, 2021, for the performance period from January 1, 2019 through December 31, 2021 was below threshold resulting in no earnout. See “2019 - 2021 TSR Payout Curve” above.

Payouts for 2020 -2022 Total Shareholder Return Awards Paid in 2023

TSR performance was calculated based on Granite’s TSR rank relative to the 28 Russell 3000 companies in the Construction and Engineering or Construction Materials GICS Sub-Industry classification for the three-year performance period beginning January 1, 2020 through December 31, 2022. Granite’s three-year TSR performance ranked at the 46^th percentile which was above the threshold performance goal resulting in an 88% of target payout. See “2020 - 2022 TSR Payout Curve” below.

2020 - 2022 TSR Payout Curve

(Utilizes a Relative Percentile Ranking System to determine payout as a percentage of Target.)

⁽¹⁾ Linear interpolation applies between performance levels.

⁽³⁾ Mr. Richards ceased to serve as an executive officer effective June 27, 2022. His separation agreement allowed him to receive a prorated award to be settled in a single lump sum cash payment based on the value of the number of RSUs he would have received.

Time-BasedService Awards

The Compensation Committee believes granting RSUs assists in maintaining competitive levels of compensation, encourages the continued retention of key management and aligns the interest of Named Executive Officers with that of the shareholders. Typically, time-based service awards vest in three equal annual installments beginning on the one-year anniversary of the date of grant, subject to continued service.

20212022 Time-BasedService Awards

⁽¹⁾ FollowingThe 2022 time-based service awards were granted on March 14, 2022 based on a closing stock price of $31.75. These awards will vest in three annual installments beginning on March 14, 2023. Pursuant to the approvalterms of the Granite Construction Incorporated 2021 Equity Incentive Plan (the “2021 Equity Plan”) by shareholders, the 2021 time-based service awards were granted on June 2, 2021 based on a closing stock price of $40.74. These awards will vest in three annual installments beginning on March 14, 2022. Pursuant to the terms of the 2021 Equity Plan,, Mr. Radich qualifies as retirement eligible, and all of his equity awards vestvested immediately.

⁽²⁾In connection with his promotion to CEO, the Compensation Committee granted Mr. Larkin a $1,000,000 RSU award on June 3, 2021 based on a closing stock price of $40.36, equivalent to 24,777 RSUs. This RSU award will vest in three equal annual installments beginning on the first anniversary of the date of grant, subject to continued service.

⁽³⁾ Ms. DesaiRichards ceased to serve as an executive officer effective December 6, 2021June 27, 2022 and herhis unvested RSUs were forfeited upon separation.

Policy Regarding Recovery of Award if Basis Changes Because of Restatement

If the basis upon which a previous compensation award was made is determined to have been in error due to a restatement of a prior year's financial results, it is Granite's policy to either recover the amount overpaid or to offset the overpayment against future incentive compensation earned. This policy applies to AIP and LTIP awards. ThereOther than as discussed below, there were no adjustments to calculations that affected incentive compensation calculated or paid in 2021. On April 14, 2022,2022.

In connection with the Company entered into aSEC’s investigation and settlement and Granite’s previously disclosed restatement of certain periods in derivative litigation pending in the Delaware Court2019 and prior, Granite received payments of Chancery$62,900 from Mr. Roberts, $261,115 and 2,364 shares from Ms. Krzeminski and $176,101 from Ms. Desai during 2022. The SEC order provides that should the settlement receive final approval of the CourtMr. Roberts will pay Granite an additional $566,100 and not be subject to termination under its terms,that Mr. Roberts will provide for a $7.5 million payment to be made to the Company (less attorneys' fees and expenses awarded to plaintiffs' counsel) in exchange for release of claims against defendants (including the Company's former Chief Executive Officer and Chief Financial Officers) that were asserted or could have been asserted in the derivative litigation, which include, in addition to claims for breach of fiduciary duty, claims for restitution or disgorgement of compensation.return 27,527 shares during 2023.

Stock Ownership Guidelines

Our Board of Directors has adopted Stock Ownership Guidelines to align the interests of Granite's Named Executive Officers with the interests of shareholders and to promote Granite's commitment to sound corporate governance. Named Executive Officers are expected to own and hold a minimum number of shares of Granite common stock based on relevant market standards. Compliance with the guidelines is reviewed by the Compensation Committee on an annual basis. On June 1, 2021, the Compensation Committee amended the stock ownership guidelines to be better aligned with market and peer practices. The new stock ownership guidelines are as follows:

Shares that count toward the satisfaction of the guidelines include:

Unvested or unexercised stock options and unearned performance-based equity awards do not count towards the guidelines. Until the applicable guideline has been satisfied, the Named Executive Officer is required to retain an amount equal to 50% of net shares received as a result of the vesting of RSUs through Granite's stock incentive plans. Share ownership is measured as of December 31 using the average stock price over the prior year.

As of December 31, 2021, Ms.2022, Mses. Curtis and Woolsey and Messrs. Larkin, Radich, and Tatusko and Dowd remain subject toare in compliance with the holding requirements.guideline either by virtue of having attained the required number of shares or complying with the 50% retention requirement.

Anti-Hedging Policy

The Company’s Insider Trading Policy, which applies to employees, officers and directors of the Company and their family members and affiliates, provides that such individuals are prohibited from engaging in hedging transactions involving the Company’s securities. For additional information, see “Information About the Board of Directors and Corporate Governance - Employee, Officer, and Director Hedging.”

Anti-Pledging Policy

In accordance with the Company’s Insider Trading Policy, a transaction in which a holder of a security of the Company uses that security as collateral for a loan or other extension of credit or a pledge is prohibited. This policy applies to employees, officers and directors of the Company and their family members and affiliates.

Non-Qualified Deferred Compensation

Granite offers its executive officers, Board of Directors, and other key executives, participation in the NQDC, which:

Flexible Bonus Policy

The Compensation Committee has the authority to award discretionary bonuses to employees of the Company. In 2013, our Compensation Committee determined that it would be beneficial to define and limit its authority to award discretionary bonuses and adopted the Flexible Bonus Policy pursuant to which employees of the Company, including our Named Executive Officers, are eligible to receive a discretionary bonus, which may be based on Company performance, individual performance or such other factors as our Compensation Committee may consider appropriate. In determining Company performance, our Compensation Committee may consider the achievement of corporate financial, strategic and operational objectives including, but not limited to, revenue, income, and backlog. In determining individual performance, our Compensation Committee may consider the achievement of personal objectives including, but not limited to, business targets, budgetary targets, succession planning, and safety targets. It is our intention that the discretionary bonuses be fixed and determinable as of year-end; this would require approval prior to year-end. The aggregate amount of any bonus or bonuses payable under the Flexible Bonus Policy to any one participant in any calendar year may not exceed $250,000. Our Compensation Committee believes that the flexible design of this policy is necessary to consider the effects of unanticipated events and circumstances on the Company’s business or on a participant’s performance.

In 2021,2022, no discretionary bonuses were awarded under the Flexible Bonus Policy.

Other Compensation

The Named Executive Officers are eligible to participate in the 401(k) Plan. Granite provides matching contributions up to 6% of an employee’s gross pay at the discretion of the Board of Directors. Under the terms of a policy applicable to Ms. Desai, she was required to maintain a $5,000,000 personal umbrella liability insurance policy to provide coverage while conducting company business. Ms. Desai received a $1,417 per month vehicle allowance, which included the reimbursement for the personal umbrella liability insurance discussed above. Messrs. Larkin, Radich, Dowd and Tatusko and Ms.Mses. Curtis and Woolsey received a $1,000 per month vehicle allowance. Mr. Dowd alsoRichards received $200a $1,000 per month vehicle allowance until his separation. Ms. Woolsey was reimbursed for participating in a sustainable energy vehicle program in his previously held position. Granite also offers a health and wellness program and provides employees rewards for participation. All employees with rewards for participation are grossed up for tax purposes. In 2021, pursuant to the plan terms provided to all participating employees, Ms. Curtis earned a reward with a total grossed-up value of $248 for a total net value of $175 and Mr. Dowd earned a reward with a total grossed-up value of $79 for a total net value of $50. Messrs. Tatusko and Dowd were reimbursed relocation costs for 2021: Mr. Dowd was reimbursed $62,986 and Mr. Tatusko was reimbursed $124,041.in the amount of $294,901 during 2022. Although the company allows spousal travel on the Company aircraft, there iswas no aggregate incremental cost associated with spousal travel in 2021.2022.

Impact of Accounting and Tax Treatments of a Particular Form of Compensation

In connection with its determination of the various elements of compensation for our executive officers, one factor the Compensation Committee considers is the impact of Section 162(m) of the Internal Revenue Code (“Section 162(m)”) on the deductibility of compensation for federal income tax purposes. Section 162(m) limits the deductibility of compensation a publicly held company pays to certain covered executive officers to $1 million per executive officer per year.

While the Compensation Committee generally considers this limit when determining compensation, there are instances in which the Compensation Committee has concluded, and reserves the discretion to conclude in the future, that it is appropriate to exceed the limitation on deductibility under Section 162(m) to ensure that executive officers are compensated in a manner that it believes to be consistent with the Company’s best interests and those of its stockholders.shareholders. Furthermore, interpretations of and changes in the tax laws, and other factors beyond the Compensation Committee’s control, may also affect the deductibility of compensation. The Compensation Committee also considers the accounting treatment of the cash and equity awards that it grants under the cash and equity plans it maintains.

Change-in-Control Arrangements

All of our Named Executive Officers are participants in the Executive Retention and Severance Plan III (“ERSP III”) which provides additional payments and other benefits if the Named Executive Officer is terminated without cause or if the Named Executive Officer terminates employment for “good reason” (as defined further below) following a “change in control” (as defined further below).

On March 31, 2021 the Compensation Committee set the severance multiplier for all participants at 2x.

The ERSP III provides that if a participant’s employment with Granite is terminated by the Company within two years after a change in control of Granite other than for cause, or if the participant resigns from such employment within two years after a change in control of Granite for good reason, the participant would be entitled to the following benefits:

Payments made to the terminated participant do not include tax gross-ups and are capped. The amount of the payment will not exceed and will be reduced if required in order not to exceed the “safe harbor” amount allowable under Section 4999 of the Internal Revenue Code, but only if the reduction would increase the net after-tax amount received by the participant. The ERSP III includes a non-disparagement provision in favor of the Company.

Change in control and good reason have the following meanings under the ERSP III:

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the “Compensation Discussion and Analysis” contained in this proxy statement. Based on such review and discussions, the Committee recommended to the Board of Directors that the “Compensation Discussion and Analysis” be included in this proxy statement and incorporated into Granite's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.2022.

This Report of the Compensation Committee does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any other filing made by us under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically incorporate this Report of the Compensation Committee by reference therein.