UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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One Church Street

Suite 201

Rockville, MD 20850

301-315-0027

fax 301-315-0064

www.arganinc.com

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May 6, 20214, 2022

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To Our Stockholders:

You are cordially invited to attend our 20212022 Annual Meeting of Stockholders to be held on ThursdayTuesday, June 24, 2021,21, 2022, at 11:00 a.m., local time, in Room #104 of the building where our offices are located, One Church Street, Rockville, Maryland 20850. The matters to be acted upon at the meeting are described in detail in the accompanying notice of annual meeting of stockholders and proxy statement.

As allowed by the Securities and Exchange Commission, we are furnishing proxy materials to our stockholders primarily over the Internet again this year. Since its introduction, we believe that this delivery method, referred to as “Notice and Access,” has been successful in providing stockholders with efficient access to proxy materials which has resulted in the accurate and timely tabulation of votes. Use of this method lowers the costs of our annual meeting considerably and significantly reduces the amount of paper used to print proxy materials. On or about May 13, 2021,11, 2022, we will begin to provide our stockholders with a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions for accessing our 20212022 Proxy Statement and 20212022 Annual Report and for voting online. The Notice also includes instructions for requesting printed paper copies of the proxy materials, including the notice of annual meeting, the proxy statement, the annual report and the proxy card, should you desire to obtain hard copies.

Even if you do not plan to attend the meeting, your vote is important and we encourage you to review our proxy materials and promptly cast your vote. For those stockholders who access the proxy materials over the Internet, we ask that you vote your shares over the Internet as well, by following the instructions that will be provided to you. Alternatively, if you requested or received a printed paper copy of the proxy materials by mail, you may vote your shares over the Internet, or you may sign, date and return the proxy card by mail in the envelope provided. Instructions regarding the two methods of voting are contained in the Notice and the proxy card.

As described in the accompanying 20212022 Proxy Statement, our Board of Directors has approved the matters included in the proposals presented there, and believes that they are fair to, and in the best interests of, our stockholders. Thank you for your continued support of Argan, Inc., and I look forward to seeing you on June 24th.21st.

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Notice of

Annual Meeting of Stockholders

to Be Held on Thursday,Tuesday, June 24, 202121, 2022

Our 20212022 Annual Meeting of Stockholders (the “Annual Meeting”) will be held on June 24, 2021,21, 2022, at 11:00 a.m., local time, at One Church Street, Room #104, Rockville, Maryland 20850, for the following purposes:

These items of business are more fully described in the accompanying proxy statement. Only stockholders of record at the close of business on April 30, 202127, 2022 are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting in person, please cast your vote via either the Internet or mail before the Annual Meeting so that your shares will be represented at the Annual Meeting.

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Rockville, Maryland

May 6, 20214, 2022

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Argan, Inc.

Proxy Statement

May 6, 20214, 2022

The accompanying proxy is solicited on behalf of the Board of Directors (or the “Board”) of Argan, Inc., a Delaware corporation (referred to herein as “Argan” or the “Company”), for use at the 20212022 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on June 24, 2021,21, 2022, at 11:00 a.m., local time, One Church Street, Room #104, Rockville, Maryland 20850. This proxy statement for the Annual Meeting (the “Proxy Statement”) and the accompanying proxy card are being made available to stockholders of record on April 30, 2021,27, 2022, starting on or about May 13, 2021.11, 2022. Our Annual Report on Form 10-K for the fiscal year ended January 31, 20212022 (the “Annual Report”) accompanies the Proxy Statement. At the Annual Meeting, stockholders will be asked to consider and vote upon the following three matters, and to transact any other business that may properly arise.

If a proxy is properly executed and returned to the Company via either the Internet or mail in time for the Annual Meeting and is not revoked prior to the time it is exercised, the shares represented by the proxy will be voted in accordance with the directions specified therein for the matters listed on the proxy card. Unless the proxy specifies that it is to be voted against or is an abstention on a listed matter, proxies will be voted “FOR” the election to our Board of each of the nine nominees identified in Proposal No. 1; “FOR” Proposals No. 2 and No. 3; and otherwise in the discretion of the proxy holders as to any other matter that may be properly brought before the Annual Meeting.

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INFORMATION CONCERNING VOTING AND PROXY SOLICITATION

Internet Availability of Proxy Materials

As permitted by rules of the Securities and Exchange Commission (the “SEC”), we are making our proxy materials available to our stockholders primarily via the Internet, rather than by mailing printed copies of these materials to each stockholder. We believe that this electronic delivery method expedites the delivery of proxy materials and the tabulation of votes, lowers the costs of the Annual Meeting and conserves paper.

On or about May 13, 2021,11, 2022, we will begin mailing to each stockholder (other than those who previously requested electronic delivery of all materials or previously elected to receive a paper copy of the proxy materials) a Notice of Internet Availability of Proxy Materials (the “Notice”). The Notice includes instructions for stockholders to follow in accessing and reviewing the proxy materials on the Internet, including the Proxy Statement and the Annual Report, and for accessing an electronic proxy card to vote on the Internet. The Notice also contains instructions for stockholders to follow for requesting paper copies of the proxy materials. Even if you receive a Notice by mail, you will not receive printed copies of the proxy materials unless you request that they be mailed to you. If you receive a Notice by mail and would like to obtain printed copies of our proxy materials, please follow the corresponding instructions for requesting them that are included in the Notice.

If the shares you own are held in “street name” by a banking or brokerage firm, that firm should provide you with a Notice. Please follow the instructions on that Notice to access our proxy materials and to vote online, or to request paper copies of our proxy materials. If you receive our proxy materials in paper form, the materials should include a voting card that you should use to instruct your broker, bank or other holder of record how to vote your shares.

Record Date

Only stockholders of record at the close of business (5:00 p.m. EDT) on April 30, 202127, 2022 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement thereof. For information regarding holders of more than 5% of the outstanding Common Stock, see the “Principal Stockholders” chart included herein.

Outstanding Shares

At the close of business on the Record Date, April 30, 2021,27, 2022, there were 15,766,10714,849,763 shares of Common Stock outstanding. The closing price of our Common Stock on the Record Date, as reported by the New York Stock Exchange (“NYSE”), was $50.15$36.48 per share.

List of Stockholders

A list of the Company’s registered stockholders as of the Record Date will be available for inspection at the Company’s corporate headquarters, located at One Church Street, Suite 201, Rockville, Maryland 20850, during normal business hours during the ten-day period immediately prior to the Annual Meeting.

Quorum; Effect of Abstentions and “Broker Non-Votes”

A majority of the outstanding shares of Common Stock on the Record Date that are owed by stockholders in attendance at the Annual Meeting or that are represented by proxy will constitute a quorum for the transaction of business at the Annual Meeting. Stockholders may indicate on their proxy cards that they wish to abstain from voting, including broker firms holding customer shares of record that cause abstentions to be recorded. Shares represented by the abstaining parties will be considered present and entitled to vote at the Annual Meeting. These shares will count toward determining whether or not a quorum is present. However, these shares will not be counted in determining the outcome of any of the proposals.

If a beneficial owner of shares that are held by a broker does not provide a proxy to the broker with voting selections, the broker has authority under rules of the NYSE to vote such shares for or against “routine” matters, such as the ratification of Grant Thornton LLP as our independent registered public accountants. If brokers vote shares that are not voted by their beneficial owner customers for or against “routine” proposals, these shares are counted for the purpose of determining the outcome of such “routine” proposals. Brokers cannot vote such shares on behalf of their customers on “non-routine” proposals.

“Broker non-votes” occur when shares held by a broker for a beneficial owner are not voted with respect to a particular proposal because (1) the broker holding shares in street name for the beneficial owner thereof does not receive voting instructions from the beneficial owner, and (2) the broker lacks discretionary authority to vote the shares. Banks and brokers cannot vote on behalf of beneficial owners on “non-routine” proposals without appropriate voting instructions and discretionary authority. Therefore, broker non-votes are not counted for the purpose of determining whether stockholders have approved non-routine matters.

The rules of the NYSE do not grant discretionary authority to brokers to vote on the election of directors or on any proposal to approve the compensation of named executive officers. Therefore, if you hold your shares of Common Stock in street name and do not provide voting instructions to your broker, your shares will not be voted on these matters.

The votes required to approve each proposal are as follows:

Proxies solicited by our Board of Directors will be voted in accordance with the directions given therein. Unless so revoked, the shares represented by such proxies will be voted at the Annual Meeting and all adjournments thereof. Where no instructions are indicated, proxies so received will be voted in accordance with the recommendations of the Board of Directors with respect to the proposals described herein.

Votes cast by proxy or in person at the meeting will be tabulated by the inspector of elections appointed for the Annual Meeting and will be counted as present for purposes of determining whether a quorum is present. The inspector of elections will treat broker non-votes as present and entitled to vote for purposes of determining whether a quorum is present.

Our currently serving Named Executive Officers (see the “Executive Compensation Discussion and Analysis” section in this Proxy Statement) and the members of our Board of Directors will vote the shares of Common Stock beneficially owned or controlled by them (representing approximately 4.6%4.5% of the shares of Common Stock issued and outstanding as of April 30, 2021,January 31, 2022, excluding the number of shares relating to stock options deemed exercisable) “FOR” the election to our Board of each of the nine nominees identified in Proposal No. 1; in favor of Proposals No. 2 and No. 3; and otherwise in3. Otherwise, they will vote using their discretion.

Voting of Proxies

If you complete and return a proxy pursuant to the appropriate instructions, it will be voted in accordance with the specifications made on the proxy card. If no specification is made on a submitted proxy, the shares represented by the proxy will be voted “FOR” the election to the Board of Directors of each of the nine nominees named on the proxy card; “FOR” Proposals No. 2 and No. 3; and otherwise at the discretion of the proxy holders for any other matter that may be properly brought before the Annual Meeting.

Expenses of Soliciting Proxies

We will ask that brokers, custodians, nominees and other record holders of our Common Stock provide a Notice to each person for whom they hold shares, make available or mail copies of the proxy cards and other soliciting materials to each such person and request authority for the exercise of proxies. We may reimburse brokers, nominees and other fiduciaries for their reasonable expenses in providing proxy materials to beneficial owners.

The other expenses of solicitation, including the costs of printing and mailing proxy materials, will be paid by us. We and/or our agents may solicit proxies by mail, telephone, telegraph, facsimile, e-mail or in person. We do intend to use the proxy solicitation services of MacKenzie Partners, Inc. at an estimated cost to us of $18,500 plus out-of-pocket expenses.

Revocability of Proxies

Any person submitting a proxy via the Internet, telephone or mail has the power to revoke it at any time before it is voted. A proxy may be revoked by submitting a properly completed proxy with a later date, by delivering a written notice of revocation to Continental Stock Transfer & Trust Company (our stock transfer agent) at 1 State Street, New York, New York 10004 or to the Corporate Secretary at Argan, Inc., One Church Street, Suite 201, Rockville, Maryland 20850, or by attending the Annual Meeting and voting in person.

The mere presence at the Annual Meeting of a stockholder who has previously appointed a proxy will not revoke the appointment. Please note, however, that if shares owed by a stockholder are held of record by a broker, bank or other nominee and that stockholder wishes to vote in person at the meeting, the stockholder must bring to the Annual Meeting a letter from the holder of record confirming the stockholder’s beneficial ownership of the Common Stock and providing the stockholder with a proxy to vote the shares at the Annual Meeting.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

The members of our Board of Directors are elected annually and hold office until the next annual meeting of stockholders and until their successors have been elected and shall have been qualified. Vacancies and newly-created directorships resulting from any increase in the number of authorized directors may be filled by a majority vote of the directors then in office.

At the Annual Meeting, our stockholders are being asked to elect nine individuals to our Board of Directors, all of whom currently serve in that capacity. Unless a stockholder withholds authority, the holders of proxies representing shares of Common Stock will vote “FOR” the election of each of the nominees listed below.

Proxies cannot be voted for a greater number of persons than the number of nominees named. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder may determine. We are not aware of any nominee who will be unable to or for good cause will not serve as a member of our Board of Directors. However, if a nominee shall be unavailable for any reason, then the proxies may be voted for the election of such person as may be recommended by the Board of Directors.

Rainer H. Bosselmann. Mr. Bosselmann has been a director and Chairman of the Board of Directors of the Company since May 2003 and our Chief Executive Officer (our “CEO”) since October 2003. Mr. Bosselmann was a director and Vice Chairman of the Board from January 2003 to May 2003. Mr. Bosselmann was chairman of the board, chief executive officer and a director of Arguss Communications, Inc. (“Arguss”), a telecommunications infrastructure company listed on the NYSE, from 1996 through 2002 and president of Arguss from 1997 through 2002. Mr. Bosselmann served as a director of The Roberts Company, formerly a privately owned firm, from 2008 until December 2015 when it was acquired by us.

Mr. Bosselmann’s experience positions him to share his extensive knowledge of the Company with the Board during its deliberations, including its history and development, and to provide critical continuity. As chief executive officer of Arguss and then the Company, he has developed substantial expertise in managing public companies with diverse and remotely-located business operations, and in identifying, executing and integrating acquisitions. He possesses the leadership skills that are important to the Board of Directors and the Company.

Cynthia A. Flanders. Ms. Flanders has been a member of our Board of Directors since April 2009 and was our chief financial officer during the calendar year 2015. During the year ended January 31, 2019, the Board membership of Ms. Flanders was restored to “independent” pursuant to the requirements of the NYSE. Ms. Flanders currently serves as a member of the board of directors of Forbright Bank (formerly known as Congressional Bank,Bank), a full service, privately-held community bank serving the Washington, D.C. metropolitan area.in Chevy Chase, Maryland. Since October 2013, she has served as a senior advisor for Verit Advisors LLC, an independent investment bank advisory firm that specializes in ESOPs and other ownership transitions.

From 1975 through 2009, Ms. Flanders held a series of positions of increasing responsibility with Bank of America and its predecessor organizations (the “Bank”). Ultimately, she served as the Global Commercial Banking Executive for the Bank’s Mid-Atlantic region overseeing eight commercial banking markets and over 80 client teams delivering a full array of financial services to over 6,000 small, middle market and micro-cap clients in the region.

With her long banking and management career, Ms. Flanders brings to the Board her considerable experience in executive management and strategic planning, as well as expertise in financial analysis, capital structuring and due diligence investigations. Her many years of lending to businesses in the mid-AtlanticMid-Atlantic region of the United States have provided her with a unique understanding of our business and the construction industry. In addition, she represents an important resource for consultation regarding commercial banking matters.

Peter W. Getsinger. Mr. Getsinger has been a member of our Board of Directors since his appointment in November 2014. Mr. Getsinger retired in 2018 from Nexstar Capital Partners LLC (a SEC registered firm), a firm that he founded in 2004 as an alternative investment management firm focused on investing in emerging markets with a primary concentration in Latin America, where he was managing partner and chief investment officer. The firm received its initial investment capital from the Griswold family, formerly the controlling shareholders of the Alex Brown investment banking firm of Baltimore. In 2005, his firm acquired an ownership interest in Electro Dunas S.A. (“Dunas,” an electricity distributor servicing the southwest of Peru and one of four privatized distribution companies in that country). Mr. Getsinger served as a board member of Dunas until 2016. From 2012 to 2014, he was chairman of its board of directors.

William F. Griffin, Jr. Mr. Griffin was appointed to the Board of Directors in April 2012. He is a co-founder of Gemma Power Systems, LLC (“Gemma”) which was acquired by Argan in December 2006 along with its affiliated companies. Mr. Griffin is a veteran of power plant construction with over 3839 years of related experience. On November 15, 2019, Mr. Griffin reached agreement with the Company on the terms of the change in his role at Gemma. He now holds the position of Non-Executive Chairman of Gemma. The change in his role was an important step in the leadership transition that was planned to occur at Gemma. Mr. Griffin served as Vice Chairman of Gemma from November 2007 to November 2019 and as Chief Executive Officer of Gemma from September 2008 to November 2019. From September 2008 to January 2009 and from November 2017 to July 2018, he was also President of Gemma. Under Mr. Griffin’s leadership, Gemma grew to become one of the nation’s leading providers of engineering, procurement and construction services to the power generation market. Over the past two years, Mr. Griifin has evolved into an important leadership mentor for the new heads of both Gemma and our overseas energy project construction firm, Atlantic Projects Company Limited (“APC”).

Mr. Griffin has significant senior executive experience in the energy-related construction sector. Based on his long length of service as the leader of our most important operating company, Mr. Griffin contributes an in-depth understanding of our business that may not be easily attainable by an outside member of our Board. Based on the extent of his experience, the Board of Directors benefits from Mr. Griffin making important contributions to its decision making regarding our strategic direction, our commitment to certain business development efforts, the identification of future construction project opportunities and project execution.

John R. Jeffrey, Jr. Mr. Jeffrey has been a member of our Board of Directors since June 2017. Mr. Jeffrey accumulated 40 years of experience with Deloitte & Touche LLP (“Deloitte”), which included 30 years as a partner serving several of Deloitte’s largest audit clients, before retiring in 2017. Mr. Jeffrey was Managing Partner of Deloitte’s Global Japanese Services Group from 2003 to 2015. Mr. Jeffrey was a member of Deloitte’s United States Chairman and CEO Nominating Committee in 2010. Currently, Mr. Jeffrey serves as the treasurer anda board member offor two non-profit entities based in New York offering educational and enrichment programs dedicated to improving the education of children. In 2021. Mr. Jeffrey joined Clearview Media Acquisition Group, a media investment entity, as a member of its Board of Directors.

Mr. Jeffrey provides our Board with significant expertise in the areas of public accounting, risk management, mergers and acquisitions, and related regulatory matters, which he developed over a long career with Deloitte, a leading public accounting firm. He brings to the Board viable experience with operational and governance issues faced by complex organizations, including extensive international expertise. Mr. Jeffrey also brings to our Board valuable experience in dealing with long-term construction projects. Mr. Jeffrey is a certified public accountant with an active license.

Mano S. Koilpillai. Ms. Koilpillai was appointed to our Board of Directors in September 2019. Ms. Koilpillai has over 30 years of experience with Fortune 50 and private associations and corporations, including non-profit, international, consulting and government entities. In October 2020, she began service as the Chief Financial Officerchief financial officer of The Rural Broadband Association, which represents community-based telecommunications companies bringing robust, high-quality broadband access to rural and small-town America. Ms. Koilpillai is the founder of Dynamic Consulting and Accounting, LLC, and served as president and chief executive officer from September 2014 to October 2020. Additionally, from September 2012 until August 2014, she served as chief financial officer for Defenders of Wildlife, a non-profit organization. Previously, she also held positions with the National Women’s Law Center, the Internet Society and the Washington Scholarship Fund.

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From 1994 through 1999, he held various positions with Allen & Company LLC (“Allen”), a New York investment banking firm, initially serving as the firm’s general counsel. From 2012 to September 2019, Mr. Leimkuhler was a member of the board of directors of Northern Power Systems Corp. (TSX: NPS), which designed, manufactured and serviced wind turbines. He served as chairman of the board from December 2013. He also served on the audit and compensation committees of this board. Mr. Leimkuhler is also the lead director of U.S. Neurosurgical, Inc. (OTCBB: USNU)., which operates, and holds interests in, radiological treatment facilities.

The experience that Mr. Leimkuhler has developed as a legal executive with an investment banking firm, a securities law firm partner and a board and associated committee member for public companies makes him a valuable member of our Board. He is a respected source of legal guidance to the members of the executive management team and the members of our Board of Directors and provides special insight to them on matters relating to financial reporting and corporate governance requirements.

W.G. Champion Mitchell. Mr. Mitchell has been a member of our Board of Directors since October 2003. From January 2003 until March 2008, Mr. Mitchell was chairman of the board and chief executive officer of Network Solutions, Inc. which was engaged in the creation, marketing and management of digital identity and web presence products. Mr. Mitchell currently serves as a director of two privately-held companies, Direct Brands, Inc. and The 41^st Parameter, Inc. He is also a member of the board of governors for RTI International, a leading independent, nonprofit research and development organization, and for the University of North Carolina system that controls all state-owned universities and operates the largest hospital system in the state.

Mr. Mitchell possesses business leadership skills which were honed as a former chief executive officer for a series of companies. This background makes him a valuable source of advice and consultation for the management team and the other members of the Board as we address the contemporary issues facing public companies today. His many years of experience as a corporate executive and his length of service on our Board provide him with a unique capability to assess the needs of the Board and to evaluate the value of potential Board members, with substantial insight into management, operational and financial matters, and with knowledge of market conditions and trends.

James W. Quinn. Mr. Quinn has been a member of our Board of Directors since May 2003. Mr. Quinn is currently a managing director of Allen. Since 1982, Mr. Quinn has served in various capacities at Allen and its affiliates, including head of the Corporate Syndicate Department and chief financial officer for approximately ten years. Mr. Quinn served as a director of Arguss from 1999 through 2002. He also serves as a director on the boards of several privately held companies in connection with Allen’s investment in the companies and of several charitable organizations.

Mr. Quinn’s experience with financial and investment banking matters at Allen and his terms of service on the boards of the Company and Arguss make him a valued member of our Board and well-qualified to be the Board’s lead independent director and chair of the Board’s Compensation Committee. His many years of experience allow him to counsel the Board on matters such as executive compensation, mergers and acquisitions, capital structure, financings and strategic planning and to provide insightful views on public company reporting matters and general business trends.

Currently, the Board has four standing committees: the Executive Committee, the Audit Committee, the Compensation Committee, and the Nominating/Corporate Governance Committee. The Board also established the Environmental, Social and Governance (“ESG”) Steering Subcommittee, which is a subcommittee of the Nominating/Corporate Governance Committee. The functions of each of these committees and their members are specified below. The Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee each operate under written charters which were updated and affirmed by the Board in June 2020,2021, in order to meet the requirements of the NYSE Listed Company Manual. These charters, as well as the written charter for the ESG Steering Subcommittee and the Board’s Governance Guidelines, are available on our website at www.arganinc.com.

The current members of the four standing committees and the recently created ESG Steering Subcommittee are identified in the following table.

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The Board has determined that the following members of the Board are currently independent directors, as such term is defined in Section 303A of the NYSE Listed Company Manual:  Messrs. Jeffrey, Getsinger, Leimkuhler, Mitchell and Quinn; Ms. Flanders and Ms. Koilpillai. The independent directors meet from time to time in executive session without the other members.

Executive Committee. This committee is authorized to exercise the general powers of the Board in managing the business and affairs of the Company between meetings. The Executive Committee did not meetmet once by teleconference during Fiscal 2021.2022 with the full participation of its members.

Audit Committee. During Fiscal 2021,2022, the Audit Committee met fivesix times by telephone conference. All elected members participated in each one of these meetings. The members of the Audit Committee are all independent directors under applicable SEC and stock exchange rules. In addition, the Board of Directors has determined that at least one of the independent directors serving on the Audit Committee, Mr. Jeffrey, is an audit committee financial expert, as that term has been defined by Item 407 of the SEC’s Regulation S-K.

The Audit Committee also meets with representatives of our internal auditing firm in order to review the scope of its annual audit plan and the results of its testing including the identification of any significant deficiencies or material weaknesses in the system of internal control over financial reporting and the discovery of any fraud regardless of materiality. The Committee oversees and periodically review the Company’s cybersecurity and related policies, controls and effectiveness assessments. In addition, the committee maintains our procedures covering the receipt, retention and treatment of complaints we receive regarding accounting, internal controls or auditing matters, and the confidential or anonymous submissions by employees expressing concerns regarding questionable accounting or auditing practices.

Compensation Committee. During Fiscal 2021, the members of the Compensation Committee formally met three times by telephone conference. All members participated in these meetings. Meetings are held primarily to evaluate the elements of compensation for our executive officers, and to make decisions regarding the approval of cash bonuses, the granting of options to purchase shares of our Common Stock and the awarding of restricted stock units. Each year, the Compensation Committee performs comprehensive shareholderstockholder outreach efforts. The overall purpose of this outreach is to improve our understanding of the perspectives that our shareholdersstockholders have with respect to our compensation practices, and to evaluate and to address any concerns or feedback we receive, as described further in the “Executive Compensation Discussion and Analysis” section below. Meetings are held primarily to determine the elements of cash compensation for our executive officers, including cash bonus and incentive awards, and to develop recommendations for the consideration of the Board of Directors  regarding the award of options to purchase shares of our Common Stock and restricted stock units.

During Fiscal 2022, the members of the Compensation Committee formally met two times by telephone conference. All members participated in these meetings. At the meetings, held during Fiscal 2021, the committee members evaluated the performance of the Company duringfor the fiscal year ended January 31, 20202021 (“Fiscal 2020”2021”) and the performance of each officer considered a “Named Executive Officer” and other key employees for Fiscal 2020.2021. Based on the evaluations, the Compensation Committee approved the cash bonus and incentive cash awards for the Named Executive Officers in the amounts discussed in our 20202021 Proxy Statement, approved the bonus pool amounts for Argan and each of the subsidiaries related to Fiscal 20202021, and developed its recommendationsapproved deferred compensation awards for senior management and other key employees at Gemma (awards exclude Messrs. Griffin, Collins and Trebilcock). At the stock awards that were approved bymeeting of the Board of Directors held in April 2021, the independent directorsmembers approved the awards of the full Board in April 2020.stock options and restricted stock units to Named Executive Officers and other key employees.

Subsequent to the end of Fiscal 2021,2022, the members of the Compensation Committee met three times to consider consolidated operating results for Fiscal 20212022 and to understand the performance of each individual subsidiary operation for the year. As a result, the committee members 1) approved cash bonus pool amounts related to Fiscal 20212022 for Gemma and the other companies comprising the Company’s consolidated group, 2) approved the deferred compensation awards for certain senior management members and other key employees of Gemma (which did not include any award amounts for executives considered to be Named Executive Officers for Fiscal 2021)Messrs Griffin, Collins and Trebilcock), 3) approved the cash bonus and incentive cash awards described in the following paragraph for the Named Executive Officers in the amounts disclosed for Fiscal 20212022 in the “Summary Compensation Table” included below, 4) approved a salary increase for Mr. Watson effective March 1, 2021, and 5)4) developed its recommendations for the stock awards that were approved by the independent directorsmembers of the full Board of Directors in April 2021.2022.

The members of the Compensation Committee reviewed and approved the incentive compensation calculations for Fiscal 20212022 that were made pursuant to the performance criteria established for both the Co-PresidentsCEO and the President of Gemma in their employment agreements which resulted in the payment of cash incentive compensation of $662,000$816,000 to each.

The Board of Directors also approved the award of Renewable Performance-Based Restricted Stock Units (“RRSUs”) to Mr. Collins covering 7,500 shares of Common Stock.

Descriptions of each type of restricted stock unit award identified in this paragraphabove are included in the “Executive Compensation Discussion and Analysis” section of this 20212022 Proxy Statement.

Finally, the Compensation recommendedindependent members of the Board of Directors approved the awards to Mr. Bosselmann, Mr. Watson and Mr. WatsonCollins of non-qualified stock options (all with three-year vesting plans) to purchase 12,500 shares, 10,000 shares and 10,0005,000 shares of our Common Stock, respectively.

In April 2021, the independent members of the Board made the equity-based awardsrespectively, as recommended by the Compensation Committee and ratified the payments of the cash awards that were approved by the Compensation Committee and that are described above.Committee.

The written charter for the Compensation Committee, which was originally adopted in April 2004, was most recently reviewed and affirmed in June 2020.2021. This committee is responsible for implementing and reviewing executive compensation plans, policies and programs in an effort to ensure the attraction and retention of executive officers in a reasonable and cost-effective manner, to motivate their performance in the achievement of our business objectives and to align the interests of executive officers with the long-term interests of our stockholders. To that end, it is the responsibility of the committee to develop and approve, periodically, a general compensation plan and salary structure for our executive officers that also considers business and financial objectives, industry and market pay practices and/or such other information as may be deemed appropriate.

It is the responsibility of the Compensation Committee to review and recommend for approval byapprove the independent directors of the full Board thecash compensation (salary, bonus, and other compensation)incentive payments) of our CEO to review and approve the compensation (salary, bonus and other compensation) of our other Named Executive Officers, and to review and approve perquisites offered to our Named Executive Officers. The Compensation Committee shall also review and approve corporate goals and objectives relevant to the compensation of our Named Executive Officers, evaluate performance in light of the goals and objectives, and review and approve all employment, retention and severance agreements for our Named Executive Officers. As noted above, the Compensation Committee also makes recommendations to the Board of Directors regarding equity-based awards to the Named Executive Officers.

The Compensation Committee acts on behalf of the Board of Directors in administering compensation plans approved by the Board and/or the stockholders, including the Argan, Inc. 2011 Stock Plan (the “2011 Plan”) and the new Argan, Inc. 2020 Stock Plan (the “2020 Plan”) which together are hereinafter referred to as the “Stock Plans”, in a manner consistent with the terms of such plans; reviews and makes recommendations to the Board of Directors with respect to new compensation, incentive and equity-based plans; and reviews and makes recommendations to the Board on changes in major benefit programs for our Named Executive Officers. The Compensation Committee also reviews the management succession program for the CEO and selected other executive officers.

The members of the Compensation Committee are independent directors under the applicable rules of the NYSE. No current member of the Compensation Committee has ever been an officer or employee of the Company except Ms. Flanders who served as our chief financial officer during calendar 2015 (during 2019, the Board member status of Ms. Flanders was restored to “independent” pursuant to the requirements of the NYSE).

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that relate to our current and long-term business objectives and should be willing and able to contribute positively to our decision-making process; (iii) nominees should have a commitment to understand the Company and its industry and to attend regularly and to participate meaningfully in meetings of the Board of Directors and its committees; (iv) nominees should have the willingness and ability to understand the sometimes conflicting interests of our various constituencies, which include stockholders, employees, customers, governmental units, creditors and the general public, and to act in the interests of all stockholders; and (v) nominees should not have, or appear to have, a conflict of interest that would impair the nominee’s ability to represent the interests of all of our stockholders and to fulfill the responsibilities of a director. Nominees shall not be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law.

The Nominating/Corporate Governance Committee is also responsible for reviewing the requisite skills and criteria for new members of the Board membersof Directors as well as the composition of the Board as a whole. The Board of Directors believes that its membership should include individuals representing a diverse range of experience that gives the Board both depth and breadth in the mix of its skills. To that end, the Board endeavors to include in its overall composition a variety of targeted skills that complement one another rather than requiring each director to possess the same skills, perspective and interests.

Accordingly, this committee and the fullentire Board considerof Directors considers the qualifications of directors and director nominees individually and also in the broader context of the Board’s overall composition and the Company’s current and future needs. We will consider nominees for the Board who are recommended by stockholders. Nominations by stockholders must be in writing, must include the full name of the proposed nominee, a brief description of the proposed nominee’s business experience for at least the previous five years, and a representation that the nominating stockholder is a beneficial or record owner of our Common Stock. Any such submission must also be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. The Nominating/Corporate Governance Committee will review the qualifications and backgrounds of all directors and nominees (without regard to whether a nominee has been recommended by a stockholder), as well as the overall composition of the Board. Nominations must be delivered to this committee’s attention at our headquarters address.

Environmental, Social and Governance Steering Subcommittee. The Board appointed Mr. Getsinger, Mr. Leimkuhler and Ms. Koilpillai, as chairwoman, to the new ESG Steering Committee and tasked the subcommittee with formalizing the Company’s approach to understanding and responding to the environmental, social and governance concerns of the Company’s stockholders, with a focus on management’s practices and whether they encourage sustainability and community improvement. The charter of the ESG Steering Subcommittee, which was approved by the full Board in September 2020, formalizes its requirement to assist the Company’s senior management in: (a) setting the Company’s general strategy relating to ESG matters, as well as developing, implementing, and monitoring initiatives and policies for the Company based on that strategy; (b) overseeing communications with employees, investors, and other of the Company’s stakeholders with respect to ESG matters; and (c) monitoring and anticipating developments relating to,

Board Leadership and Risk Oversight

Mr. Bosselmann, our CEO, also serves as the Chairman of our Board of Directors. Mr. Griffin is also a member of management. Seven of the nine members of the Board, Messrs. Getsinger, Jeffrey, Leimkuhler, Mitchell, Quinn; Ms. Flanders and Ms. Koilpillai, are considered to be independent based on the Board’s consideration of our independence standards and the applicable independence standards of the NYSE as set forth in Section 303A.02(a)(ii) of the NYSE Listed Company Manual. The Board believes that its current leadership structure provides independent Board leadership and engagement while also deriving the benefit of having our CEO serve as Chairman of the Board. The Board has determined that Mr. Bosselmann, the individual with primary responsibility for managing the Company’s day-to-day operations, is best positioned to chair regular Board meetings and to lead and to facilitate discussions of key business and strategic issues.

The Board periodically reviews the structure of the Board.Board of Directors. Our bylaws currently provide that the Company’s CEO shall preside at all meetings of the Board of Directors. The Board could amend that bylaw, but it believes that we have best corporate practices in place to ensure that the Company maintains a strong and independent Board, the highest standards of corporate governance and the continued accountability of our CEO to the Board. This structure is evidenced by the composition of the current Board of Directors and the membership of its Audit, Compensation and Nominating/Corporate Governance Committees.

All of the members of these three committees are independent directors. Consequently, independent directors directly oversee critical matters such as the remuneration policy for executive officers,officers; succession planning,planning; corporate governance guidelines, policies and practices, the director nomination process,process; our corporate finance strategies and initiatives,initiatives; and the integrity of our consolidated financial statements and internal control over financial reporting.

The entire Board and the committees receive reports on areas of material risk not only from senior management, but from our internal audit firm, our independent registered public accountants, outside counsel, and other members of management and professional advisors. When one of the committees receives any such report, the chairman of the committee reports to the full Board of Directors at the next Board meeting. This process enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

The Board of Directors adopted a set of governance guidelines which provide a framework within which the Board conducts its business. The guidelines describe the basic responsibilities of a member of our Board and the requirements for the conduct of Board and committee meetings. These governance guidelines are available on our website at www.arganinc.com.

Compensation of Directors

The following table summarizes the fees and other compensation for the non-employee members of our Board of Directors for Fiscal 2022. Each non-employee member of our Board of Directors receivesreceived an annual fee of $20,000, plus $300 for each formal Board, committee and subcommittee meeting attended. Members of the Audit Committee receivereceived an additional annual fee of $5,000. Directors arewere reimbursed for reasonable expenses actually incurred in connection with attending each formal meeting of the Board of Directors or the meeting of any committee thereof. Directors arewere also eligible for the awards of options to purchase shares of our Common Stock and of restricted stock.

Because this is an advisory vote, it will not be binding on the Board of Directors and it will not directly affect or otherwise limit any existing compensation or award arrangement of any of our Named Executive Officers. However, our Compensation Committee does consider the outcome of the annual votes when determining executive compensation arrangements.

The Compensation Committee has conducted comprehensive shareholderstockholder outreach which commenced during our fiscal year ended January 31, 2018. During Fiscal 2022, the members of the Compensation Committee continued to engage in meaningful contacts with certain stockholders, as we proactively contacted all of our top 25 stockholders, who collectively represented approximately 72% of our outstanding shares, as described further in the “Executive Compensation Discussion and Analysis” section below. The purpose of the outreach practice is to deepen our understanding of the perspectives of our stockholders with respect to our compensation practices, and to evaluate and to address any concerns or reactions we receive.

Based on this feedback, we have increased the vesting period for stock option awards, introduced the use of performance-based long-term incentive equity compensation, instituted a cap on annual cash incentive awards and committed to a policy prohibiting the future negotiation of single-trigger change-in-control provisions, among other changes.

These changes led to enhancements of the disclosures regarding executive compensation which are reflected in the discussion of our executive compensation included in our Proxy Statement for the current year. During Fiscal 2021, the members of the Compensation Committee continued to engage in meaningful contacts with certain stockholders, as we proactively contacted all of our top 25 shareholders, who collectively represented approximately 72% of our outstanding shares, as described further in the “Executive Compensation Discussion and Analysis” section below.year

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Audit Firm Independence

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accountants and it evaluates the selection of them each year. In addition, in order to promote continuing auditor independence, the Audit Committee considers the independence of Grant Thornton at least annually. Based on their most recent evaluation, including the firm’s past performance and an assessment of the firm’s qualifications and resources, the Audit Committee believes that the continued retention of Grant Thornton to serve as our independent registered public accountants is in the best interests of the Company and its stockholders.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee has established a policy requiring the pre-approval of all audit and non-audit services to be performed by our independent registered public accountants, who may not render any audit or non-audit service unless the service is approved in advance by the Audit Committee pursuant to its pre-approval policy. The committee has delegated to its chairman the authority to pre-approve certain services. The chairman must report any pre-approval pursuant to such delegation of authority to the other members of the committee at its next scheduled meeting at which time the Audit Committee is then asked to approve and ratify the pre-approved service. The Audit Committee followed these guidelines in approving all services rendered by our independent registered public accountants during Fiscal 20212022 and Fiscal 2020.2021.

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The responsibilities of the Audit Committee are set forth in its charter. This committee is responsible for the appointment and supervision of our independent registered public accountants; the approval of the arranged fees for services; the evaluation of the firm’s qualifications and independence; the approval of all audit and non-audit services provided by them; and the review of our consolidated financial statements with our management and them. The Company’s independent registered public accountants are required to report directly to the Audit Committee. The Audit Committee also reviews our accounting policies, internal control procedures, material related party transactions and our systems security (including cybersecurity), and compliance activities. Its members also review the Charter of the Audit Committee.

The following is a report on the Audit Committee’s activities for Fiscal 2021:2022:

Audit of Financial Statements

The Audit Committee reviewed and discussed the Company’s condensed unaudited consolidated financial statements for the fiscal quarters ended April 30, July 31 and October 31, 2020,2021, and the Company’s audited consolidated financial statements as of January 31, 20212022 and for the year then ended with the management of the Company and with the engagement personnel of Grant Thornton, the Company’s independent registered public accounting firm. During the year, our independent accountants also made a presentation to the Audit Committee that outlined theirthe firm’s audit timeline and planned procedures based on theirits assessments of the significant financial statement and fraud risks.

PRINCIPAL STOCKHOLDERS

The following table presents the number of shares of Common Stock beneficially owned as of January 31, 20212022 by each director; each executive officer named in the Summary Compensation Table below; all directors and executive officers as a group; and each person who, to our knowledge, owns beneficially more than 5% of our Common Stock. Unless otherwise indicated, beneficial ownership is direct and the identified stockholder has sole voting and investment power.

EXECUTIVE COMPENSATION

DISCUSSION AND ANALYSIS

Introduction

This section of the Proxy Statement provides an overview and analysis of our executive compensation program. Over the past several years, the Compensation Committee has engaged in comprehensive shareholderstockholder outreach efforts resulting in a number of significant modifications to our executive compensation program, covered in the discussion of our program for the current year presented below. During Fiscal 2021,2022, the members of the Compensation Committee continued shareholderstockholder engagement and received positive feedback regarding the changes undertaken and the overall compensation program. The following describes the Company’s executive compensation-setting process, the principles and objectives of the program, the major elements of compensation paid to executives under the program, other compensation-related policies and the actions that were taken by the Compensation Committee for Fiscal 20212022 and beyond. For Fiscal 2021,2022, the Company’s senior executive officers considered to be Named Executive Officers, as defined in the rules of the SEC, were:

responsibility of the Compensation Committee to develop and to approve periodically a general compensation plan and salary structure for our executive officers that considers business and financial objectives, industry and market pay practices and/or such other information as may be deemed appropriate.

It is also the responsibility of the Compensation Committee to review the compensation elements and amounts of our CEO, to review the results of the calculations pursuant to the performance criteria established in the employment agreements of Messrs. Collins and Trebilcock, to review and approve the compensation (salary, bonus and other compensation) of our other Named Executive Officers, to review and approve perquisites that may be offered to our Named Executive Officers, and to recommend to the full Board of Directors that it ratify or approve the Committee’sCommittee��s decisions. The Compensation Committee also reviews and approves corporate goals and objectives relevant to the compensation of our Named Executive Officers, evaluates performance in light of the goals and objectives, and reviews and approves all employment, retention and separation agreements forwith them.

The Compensation Committee acts on behalf of the Board of Directors in administering compensation plans approved by the Board and/or the stockholders, including the Argan, Inc. 2020 Stock Plan, in a manner consistent with the terms of such plans; reviews and makes recommendations to the Board of Directors with respect to new compensation and incentive and equity-based plans; and reviews and makes recommendations to the Board on changes in major benefit programs for our Named Executive Officers. The Compensation Committee is also responsible for the development of management succession plans for our CEO and selected other executive officers. The Board of Directors has determined that each member of the Compensation Committee is “independent” within the meaning of the NYSE corporate governance listing standards and our Corporate Governance Guidelines.

Role of the Chief Executive Officer

Our CEO, in consultation with the Compensation Committee, establishes the strategic direction of our executive compensation program. During the first quarter of each fiscal year, the CEO consults with the Chairman of the Compensation Committee to discuss the financial results for the fiscal year just ended, the results of business development efforts during the year, and the amount of project backlog at year-end, and to evaluate the individual performance and achievements of the other Named Executive Officers. This review also includes the assessments of the other Compensation Committee members regarding executive performance, and may consider the results of the most recent competitive market positioning review used in setting the amount of compensation for Named Executive Officers.

In consultation with our CFO, the Compensation Committee reviews the performance-based incentive compensation amounts for Mr.Messrs. Collins and Mr. Trebilcock which are calculated pursuant to the criteria included in their employment agreements. As a critical element of this process, the Compensation Committee exercises its sole responsibility by evaluating the CEO’s performance for the most recently completed fiscal year and by setting the level and elements of his compensation. The CEO is not present when the Compensation Committee discusses and determines his compensation.

Summary of Fiscal 2022 Financial SummaryResults

Fiscal 2021 FinancialOverview.Argan’s primary business is providing a full range of services to the power industry, including the engineering, procurement and construction of gas-fired and biomass-fired power plants and renewable energy facilities, along with related commissioning, operations management, maintenance, project development and consulting services. We provide these services through our Gemma Power Systems (“Gemma”) and Atlantic Projects Company (“APC”)APC subsidiary operations. Argan also owns Southern Maryland Cable (“SMC”), which provides telecommunications infrastructure services, and The Roberts Company (“TRC”), which is a fully integrated fabrication, construction and plant services company.

The revenues of the power industry services segment increased by $78.7 million to $398.1 million for Fiscal 2022 from $319.4 million reported for Fiscal 2021. The industrial services business of TRC reported revenues of $97.9 million for Fiscal 2022. This amount represented an increase of $32.6 million, or 49.9%, from revenues of $65.3 million reported by TRC for Fiscal 2021. The telecommunications infrastructure services business increased its revenues to $13.4 million for Fiscal 2022 from revenues of $7.6 million for Fiscal 2021, representing an increase of 76.3%.

Consolidated gross profit improved by $37.6 million, or 60.5%, to $99.7 million for Fiscal 2022, or 19.6% of corresponding consolidated revenues. The amount of consolidated gross profit reported for Fiscal 2021 was $62.1 million, or 15.8% of corresponding consolidated revenues. The year-over-year improvement reflected primarily the favorable impacts of the higher consolidated revenues and favorable gross profit contributions from all three reportable business segments. The gross margin percentages for power industry services, industrial fabrication and field services and telecommunications infrastructure services were 20%, 17% and 17% for the year ended January 31, 2022, respectively.

Selling, general and administrative expenses for Fiscal 2022 and Fiscal 2021 were $47.3 million, or 9.3% of corresponding consolidated revenues, and $39.0 million, or 10.0% of corresponding consolidated revenues, respectively. However, we recorded an impairment loss related to the capitalized development costs of an unsuccessful project in the amount of $7.9 million during Fiscal 2022, of which $2.5 million was attributed to the non-controlling interest.

Due primarily to the consolidated pre-tax book income reported for Fiscal 2022 in the amount of $47.1 million, we reported income tax expense in the amount of $11.4 million for the year. For Fiscal 2021, we reported consolidated pre-tax book income of $24.9 million and recorded income tax expense in the amount of $1.1 million, which amount was net of a $4.4 million net operating loss carryback benefit.

For Fiscal 2022, our improved overall operating performance resulted in net income attributable to our stockholders in the amount of $38.2 million, or $2.40 per diluted share. For Fiscal 2021, we reported net income attributable to our stockholders in the amount of $23.9 million, or $1.51 per diluted share.

The primary drivers of our business segments improved profitability as a percent ofoperating performance for Fiscal 2022 were the increased revenues and decreased their operating costs,steady gross margin contribution associated with the construction of the Guernsey Power Station, the new revenues and gross profit contributions of the EPC services project at the Maple Hill Solar energy facility, and the strong results of TRC and APC which translated into an improved bottom lineboth reported increased revenues and strong cashgross profit amounts for Fiscal 2022. The results from the solar energy project are significant in that they contributed to the energy diversification of our power plant construction business. The revenues associated with this and other renewable energy projects represented 13% of the revenues of the power industry services segment for Fiscal 2022.

Cash flow from operations. operation for Fiscal 2022 was favorable despite the effects of the maturing Guernsey Power Station Project. As of January 31, 2022, cash, cash equivalents and short-term investments totaled $440 million and net liquidity was $284 million; furthermore, the Company had no debt.

As a result, with confidence in the future of the Company, we were pleased to return almost $50$36 million in value back to our shareholders by paying $3.00 per share in dividends during Fiscal 2021.

Consolidated revenues for Fiscal 2021 were $392.2 million, which represented an increase of $153.2 million, or 64.1%, from consolidated revenues of $239.0 million reported for Fiscal 2020. Gemma continues to drive our business with increased execution on the Guernsey Power Station project which is the largest project in our history. While we were able to increase profitability as a percent of revenues at all of our non-Gemma subsidiaries, we did experience an overall decrease in revenues for the year at each of them compared to the prior year. We believe that all of our businesses were adversely impacted, to some degree, by continuing difficulties presented by the COVID-19 pandemic. These difficulties included, among others, delayed project awards and starts, restrictive work environments, limited access to certain work areas, additional health and safety costs, and compliance with various government lockdowns and other requirements.  

Consolidated gross profit for Fiscal 2021 was $62.1 million, or 15.8% of the corresponding consolidated revenues, which reflected the favorable impacts of the higher consolidated revenues.  This contrasts significantly with the consolidated gross loss for Fiscal 2020 in the amount of $6.8 million, which was driven by the  subcontract loss incurred by APC in the reported amount of $33.6 million, related to a troubled project in the United Kingdom, the Teesside Renewable Energy Project (“TeesREP”). However, APC reduced its subcontract loss on TeesREP during Fiscal 2021 and is working hard to help its customer successfully complete the project.  

Selling, general and administrative expenses decreased by 11.5%, to $39.0 million for Fiscal 2021 from an amount of $44.1 million for the prior year. Due significantly to the extremely low rates of return on amounts invested in cash equivalents and short-term investments during Fiscal 2021, other income declined to $1.9 million from $8.1 million for Fiscal 2020, despite the increase in the amount of invested funds between years, which partially offset the favorable effect of the operating cost reductions.

Due primarily to the consolidated pre-tax book income reported for Fiscal 2021 in the amount of $24.9 million, we reported income tax expense in the amount of $1.1 million for the year, which amount is net of a $4.4 million net operating loss carryback benefit, substantially all of which was recorded in the first quarter of Fiscal 2021. The consolidated income tax benefit of $7.1 million for Fiscal 2020 related substantially to the loss before income taxes incurred during the year.

For Fiscal 2021, our improved overall operating performance resulted in net income attributable to our stockholders induring Fiscal 2022 through the amount of $23.9 million, or $1.51 per diluted share. Last year, we reported a net loss attributablestock repurchase and regular cash dividends programs. Further, subsequent to our stockholders in the amount of $42.7 million, or $2.73 per dilutive share. Additionally, the balance sheet remains strong.  As of January 31, 2021, cash, cash equivalents and short-term investments totaled $457 million and net liquidity was $269 million; furthermore,2022, the Company had no debt.

While we were pleased with the significant turnaroundBoard of Directors approved an increase in our financial performance year over year, we remain cautiously optimistic regarding the start of future major projects for Gemma.  Certain of the development timelines for projects awardedstock repurchase program, from $50 million to us have proven to be longer than originally anticipated and it is possible that some of these projects ultimately will not be built, we have multiple signed EPC contracts for power plant projects totaling several billion dollars in work for us.  Even though many factors are out of our control, we are optimistic that we will receive the construction go ahead on several of these projects and others in this new year. Additionally, we are negotiating exclusively with the owners of several significant renewable power projects for which we expect to begin EPC services contract activities during the year. These additions should enable us to grow our renewable power sector business as a complement to our core gas-fired power plant business. In general, all of our subsidiaries have generally increased the number of revenue opportunities and we believe these positive trends will continue.$75 million.

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The following table presents our annualized one-year, three-year and five-year total stockholder returns, or “TSR” (defined as total stock market value appreciation plus dividends paid for the relevant period), and the comparable average TSR percentages for a group of peer companies. The peer group consists of 12 publicly traded companies selected by us and identified below in the “Competitive Market Positioning” section of this Proxy Statement. The table also presents the ranking of our performance compared to the peer group for each TSR period.

The Compensation Committee considers each pay element in establishing and adjusting the executive compensation package for each Holding Company Executive Officer so that the packages will provide the properly balanced incentives for the achievement of short and long-term objectives of the Company. The Compensation Committee does not rely on any single performance metric to assess the performance of the Holding Company Named Executive Officers. Instead, individual performance is analyzed based on a detailed review of factors and achievements, like those discussed below, that the Compensation Committee deemsdeemed critical to the Company’s long-term success.

The performance of the Holding Company Named Executive Officers for Fiscal 20212022 was assessed using a number of different quantitative and qualitative factors associated with the Company’s operational and financial performance, shareholderstockholder value creation, capital allocation, succession planning, the retention and motivation of core employees, shareholderstockholder engagement and effectiveness in the areas of financial reporting and income tax planning. These factors are discussed as follows:

but smallerreceived limited notices to proceed with early activities related to the construction of two new gas-fired power plant facilities near Dublin and that management believes there are a number of meaningful projects in particular renewable projects as identified below and overseas projects. that will start this year for each of our businesses. The members of the Compensation Committee believesbelieve that the size of the projects and the realistic future revenue prospects associated with these business opportunities are valid indications of favorable long-term revenue growth and the future profitable performance of the Company.

Other notable achievements by our Holding Company Named Executive Officers during Fiscal 20212022 included, but were not limited to, the following:

In April 2022, Mr. Roberts, the CEO and Founder of TRC, retired from the business after a record year of performance.  Longtime employee and the President of TRC since 2019, Mr. Bobby Foister, has been promoted to CEO of TRC as that business continues to grow.  

Additionally, in April 2021 and 2022, we made targeted investments in the leadership teams at all of our subsidiaries by awarding TRSUs covering 19,500 and 17,000 shares of our Common Stock, respectively. We believe that our efforts to retain the core groups of management and other key employees at Gemma and our other operating companies were effective during Fiscal 2022, as we believe that turnover of management and key employees continues to be low relative to industry standards.

Compensation for Mr. Collins and Mr. Trebilcock. The Compensation Committee reviewed the incentive compensation resultscalculations for Mr. Collins and Mr. Trebilcock, and confirmed that they were determined pursuant to the terms of the identical employment agreements which were entered into on November 15, 2019. The employment agreements have four performance-based criteria for each fiscal year, including Gemma’s achievement of certain levels of adjusted EBITDA and of adjusted EBITDA as a percent of corresponding revenues, Gemma’s meeting certain safety targets and the increase in the active contract backlog of Gemma.

For the first criterion, if the adjusted EBITDA of Gemma (as defined in each Co-President Agreement, see the “Summary of Employment Agreements” section below)employment agreement) for any fiscal year equals or exceeds $30 million, each Co-Presidentofficer shall be entitled to receive a cash payment in an amount between 1% and 2% of adjusted EBITDA of Gemma based on a sliding scale. For Fiscal 2021,2022, the adjusted EBITDA of Gemma, as defined, was $32.4$43.9 million.

For the second criterion, if the adjusted EBITDA as a percent of revenues of Gemma (as defined in each Co-President Agreement) for any fiscal year equals or exceeds ten percent (10%), each Co-Presidentofficer shall be entitled to a payment in an amount between 0.2% and 1% of adjusted EBITDA of Gemma based on a sliding scale. For Fiscal 2021,2022, the adjusted EBITDA as a percent of revenues of Gemma, as defined, was 12.1%13.2%.

For the third criterion, if the project safety performance on Gemma’s projects, as measured by the OSHA Recordable Incident Rate (“RIR”), for any calendar year during their employment term is between 0.0 and 1.5, each Co-Presidentofficer shall be entitled to receive a performance-based compensation payment of up to $200,000 based on a sliding scale. If the RIR for any calendar year during their employment term is greater than 1.5, the overall performance-based compensation of each Co-Presidentofficer shall be reduced based on a sliding scale. For calendar year 2020,Fiscal 2022, because Gemma’s RIR equaled 0.47,0.53 for calendar year 2021, each Co-Presidentofficer earned the maximum amount of $200,000.

​$150,000.

For the fourth criteria, if the change from the beginning of the fiscal year to the end in the amount of remaining unsatisfied performance obligations plus revenues of Gemma during the year (“change in active contract work”) exceeds zero, each Co-Presidentofficer shall be entitled to performance-based compensation equal to 0.05% of the change in active contract work, subject to a maximum of $250,000. For Fiscal 2021,2022, the change in active contract work increased by approximately $16$90 million.

The total amount of performance-based cash compensation for any fiscal year earned by Mr. Collins and Mr. Trebilcock as a result of Gemma’s attainment of one or more of the performance goals described above may not exceed a total amount of $2,500,000. Mr. Collins and Mr. Trebilcock each earned non-equity incentive plan cash compensation in the amount of $662,000$816,000 for Fiscal 20212022 pursuant to the terms of each employment agreement.

As noted earlier, on November 8, 2021, Mr. Collins transistioned from Co-President Agreement.of Gemma to Chief Executive Officer of Gemma.  Additionally, Mr. Trebilcock transistioned from Co-President of Gemma to President of Gemma. With the vacant position of Chief Executive Officer of Gemma now occupied, Mr. Trebilcock is no longer considered to be a Named Executive Officer. Based on an amendment to Mr. Trebilcock’s employment agreement effective February 1, 2022 (see Exhibit 10.8 to our Annual Report on Form 10-K for the year ended January 31, 2022 that was filed with the SEC on April 13, 2022), Mr. Trebilcock is no longer entitled to the incentive cash compensation described above. Instead, for each fiscal year of the Company occurring within, or partially within, the term of his employment agreement, Mr. Trebilcock shall be eligible to receive an annual bonus as determined in the sole discretion of the Board, subject to satisfaction of such reasonable performance criteria as may be established for Mr. Trebilcock with respect to such year.

The nonqualified deferred compensation plan for key employees of Gemma was approved by our Board on April 6, 2017 (see Exhibit 10.7 to our Annual Report on Form 10-K for the year ended January 31, 2017 that was filed with the SEC on April 11, 2017) with the objective of keeping the management team of Gemma in place for the long term. The unfunded, cash-based plan, as amended, now has five to seven-yearfour-to-six-year vesting periods with a continuous employment requirement.requirement (see Exhibit 10.12 to our Quarterly Report on Form 10-Q for the three-month period ended October 31, 2020 that was filed with the SEC on December 9, 2020).

Based on the performance of certain key employees and Gemma for the year just ended, a dollar amount may be contributed to the deferred compensation plan, as amended, for each such employee. Of each annually awarded amount, 50% vests on the fifthfourth anniversary of the date of award and 25% vests on each of the sixthfifth and seventhsixth anniversary dates. Except in the event of disability or death, vesting is dependent on continuous employment with Gemma up to the applicable vesting date. Mr. Collins and Mr. Trebilcock are participants in the plan, with deferred compensation balances at January 31, 20212022 of $550,000 and $500,000, respectively, that were established in prior years. Neither of the Co-PresidentsMr. Collins or Mr. Trebilcock received deferred compensation related to Fiscal 2021.

2022. IRC Section 409A regulates the income tax treatment of most forms of nonqualified deferred compensation. We believe we are in compliance with IRC Section 409A and the regulations promulgated thereunder.

Compensation Decisions. As a result of the recent deliberations of the Compensation Committee and based on the factors outlined above, the Compensation Committee acted as follows:Committee:

The stock-based awards identified above were made to Messrs. Bosselmann, Collins Trebilcock and Watson in April 2021.2022. Accordingly, the values of these awards will be included in the “Summary Compensation Table” in the amounts of compensation to be reported for the fiscal year ending January 31, 2022.2023.

For Fiscal 2021,2022, over 61%65% and 49%47% of all cash and equity incentive compensation, respectively, was “At Risk” for our Named Executive Officers. As discussed above, the decisions of the Compensation Committee were based on recommendations received from our CEO, the Compensation Committee’s own evaluations of each executive’s performance, the overall achievements accomplished by Gemma and the Company during Fiscal 20212022 and our overall executive

Say-on-Pay Vote and InvestorStockholder Outreach

Overview. In 2017, our advisory vote to ratify our executive compensation failed to receive the majority support from our stockholders. Disappointed by this decline in support from the prior year, the members of our Compensation Committee undertook a comprehensive stockholder outreach initiative in the summer and fall of 2017, which supplemented our ordinary ongoing investor relations program, to better understand the perspectives of our stockholders with respect to our compensation practices, and to evaluate and address any concerns or feedback we received. Based on the feedback we received from our stockholders, we made several significant changes to our executive compensation practices and disclosures. These enhancements were positively received, and our 2018 advisory vote to ratify our executive compensation received the support of approximately 93% of the votes cast.

Continuing ShareholderStockholder Engagement. Following the success of our shareholderstockholder outreach initiative in 2017, our Board of Directors determined that it would be beneficial to continue these efforts in 2018 and beyond, again to complement our normalregular investor relations program. For the outreach performed aheadin advance of our 20212022 Annual Meeting, we proactively reached out to our top 25 shareholders,stockholders, who collectively represented approximately 72% of our outstanding shares. SevenSix of these investors, representing approximately 27%26% of our outstanding shares, accepted our invitation to schedule teleconferences, while the remaining stockholders either declined our invitation for discussion or did not respond. The conversations, which took place primarily during February 2021,2022, were ledconducted by Mr. Quinn, our lead independent director, the chairman of our Compensation Committee and a member of our Nominating/Corporate Governance Committee, along with Mr. Watson, our CFO.

What We Heard. Prior year engagement efforts focused heavily on executive compensation, company strategy, board composition, and succession planning at Gemma. Our February 2021 outreach continued to focus on succession planning, including the leadership changes at both Gemma and APC, risk mitigation efforts related to COVID-19 and environmental, social and governance matters (“ESG”). matters. Our February 2022 outreach continued to focus on succession planning, including the promotion of Mr. Collins to CEO of Gemma, ESG matters and share repurchase efforts. Similar to last year, shareholdersstockholders expressed appreciation for our approach to succession planning. Additionally, shareholdersstockholders welcomed our increased efforts to grow our renewable power sector business and recommended that we should consider structuring executive compensation to incentivize these efforts.utilize our share repurchase plan. Lastly, shareholdersstockholders continued to express an interest in increased ESG disclosures, though there was no consensus on content or approach.approach, and there was a general view that Argan was not getting adequate credit from the ESG rating agencies for its efforts to date.

Next Steps. The feedback we received from investorsstockholders during February 20212022 has been conveyed to the Board for its due consideration. The Board has already taken action with the granting of RRSUs in April 2021 to2022 for the purpose of incentivize our growth in the renewable power sector and the ESG subcommittee of the Board has worked withguided management to increase our ESG polices, actions and disclosures. As noted above, we anticipate that we will continuethe continuation of our practice of conducting extensive off-season stockholder outreach ahead of our 20222023 Annual Meeting. We look forward to communicating with investors, and will continue to consider their views and perspectives, as appropriate, in making executive compensation decisions and establishing strategic direction for the Company going forward.

Changes Made Over the Last Four Years

Based on the feedback we received during our outreach efforts in 2017, the Compensation Committee took action. We have enhanced the disclosures included in our proxy statements by providing discussion of our executive compensation program with greater clarity including the specific factors that influence the annual decisions of the Compensation Committee on executive compensation.

We changed our standard stock option vesting period to three years from the one-year period used historically. The longer vesting period has been included in all stock option awards made since January 2018. The Compensation Committee also reduced the number of shares of our Common Stock typically covered by stock option awards made to our CEO and CFO. The lower stock option awards are now complemented with the awards of restricted stock units which are intended to introduce a stronger performance-based equity component to our long-term incentive awards. Performance-based restricted stock units, or PRSUs have been awarded to Messrs. Bosselmann and Watson each April since 2018; these awards vest over three-year periods based on our total shareholderstockholder returns relative to our Peer Group.each year’s peer group of companies. We believe that this type of incentive award is more consistent with market practice. We also believe that the measurement of total shareholderstockholder return is an appropriate performance metric as the Holding Company Named Executive Officers are considered to have direct

influence on the results. The investors expressed support for our use of restricted stock units as

In April 2022, the Board awarded RRSUs to Mr. Collins covering 7,500 shares of our Common Stock, plus adjustments for cash dividends (the “2022 RRSU Award”). For the 2022 RRSU Award, the amounts of the annual New Renewable Adjusted RUPO hurdles for each of the next three years are $150 million, $225 million and $300 million, and the amount of a cumulative hurdle over the three-year measurement period is $675 million. If each of these hurdles are exceeded (each are mutually exclusive), the number of shares related to each hurdle of the RRSU award for the CEO of Gemma will be earned and issued at the end of the corresponding period covering 1,500, 1,500, 1,500 and 3,000 shares of Common Stock, respectively. The reduced hurdles for the 2022 RRSU Award compared to the higher hurdles applicable to the RRSUs awarded last year reflect an acknowledgement that the market and related supply chain has significantly impacted the growth in renewables.

Additionally, in April 2021, to continue to incentivize collaboration with our three other subsidiaries, the Board awarded PRSUs to Mr. Collins and Mr. Trebilcock, with the targeted number of shares available for issuance to each Co-Presidentthe CEO and President of Gemma equal to 1,000 shares.  In April 2022, the Board awarded PRSUs to Mr. Collins with the targeted number of shares available for issuance to the CEO of Gemma equal to 1,000 shares.  

Until the applicable ownership requirement is achieved, each individual is required to retain shares of Common Stock with a total value of at least 50% of the intrinsic value, net of taxes, of any shares that he or she acquires under a Company stock option or stock award plan. Excluding sales of shares related to taxes associated with the exercising of stock options or vesting of stock awards, no sales of existing stockholdings are permitted until the applicable required stock ownership quantity is attained. Once the applicable ownership requirement is attained, the individual may sell any shares that exceed the applicable minimum requirement.

Each non-employee member of our Board of Directors shall own a minimum of 10,000 shares of our Common Stock, and each one has either exceeded the stock ownership threshold or is generally making satisfactory progress toward achieving the ownership requirement.

members annually review the performance of the CEO and other relevant information. The base salary amounts paid to each Named Executive Officer for the fiscal years ended January 31, 2022, 2021 2020 and 20192020 are set forth in the “Salary” column of the “Summary Compensation Table” presented below. Effective March 2021, Mr. Watson’s base salary amount was increased to $225,000. Effective November 2021, in conjunction with his promotion to CEO of Gemma, Mr. Collin’s base salary amount was increased to $400,000. No further changes were made to the base salaries of the other Named Executive Officers for the fiscal year ended January 31, 2021. However, effective March 2021, Mr. Watson’s base salary amount was increased to $225,000.2022.

Annual Cash Bonuses. The Compensation Committee may award cash bonus payments to Named Executive Officers in order to recognize and to reward individual performance that has meaningfully enhanced the operations and financial results of the Company during the most recently completed fiscal year. Awards are intended to convey to executives that good performance is recognized and valued by the members of the Compensation Committee.

In making each award determination, the Compensation Committee considered key business priorities, Peer Grouppeer group trends, potential stockholder dilution and the general economic environment. Stock options are typically used as incentives to align the priorities of Named Executive Officers with those of our stockholders because stock options provide value to holders only if our stock price increases from the date of grant to the date of exercise. In addition, except with respect to certain terminations following a change in control of the Company, the continued employment of a stock option holder is required for the vesting of each stock option to occur. Thus, the potential realization of the value of outstanding but unvested stock options meaningfully encourages executives to remain with the Company, as leaving the Company results in the forfeiture of the value and potential gain associated with any unvested stock option awards.

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Each Stock Planof our stock plans and the corresponding written agreements with the executives describe the effects on outstanding stock options and stock awards of the termination of a holder’s employment with the Company under various circumstances, including the provision that all outstanding stock options and stock awards shall generally become fully vested upon a change in control of the Company, as defined in the applicable Stock Plan document.stock plan document

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the preceding Executive Compensation Discussion and Analysis as required by Item 402(b) of Regulation S-K. Based on such review and discussion, the Compensation Committee recommended to the Board that it be included in this Proxy Statement and be incorporated by reference into our Annual Report. The foregoing report has been furnished on behalf of the Board by the undersigned members of the Compensation Committee.

Submitted by the Compensation Committee of the Board of Directors:

James W. Quinn (Chairman, Compensation Committee)

Cynthia A. Flanders (Member, Compensation Committee)

William F. Leimkuhler (Member, Compensation Committee)

Summary Compensation Table

For Fiscal 2021,2022, we are reporting compensation for four “Named Executive Officers” identified below, including the Company’s CEO the Company’sand CFO, and the Co-PresidentsChief Executive Officer and President of Gemma. The following table sets forth the total amount of compensation paid to or earned by these Named Executive Officers for services in all capacities for the fiscal years ended January 31, 2022, 2021 2020 and 2019.2020.