TUTOR PERINI CORPTPC
TUTOR PERINI CORP Stock Compensation Disclosure
Share-Based Compensation
The Tutor Perini Corporation Omnibus Incentive Plan (the “Plan”) provides for the grant of non-qualified and incentive stock options, stock appreciation rights, deferred stock awards, RSUs, unrestricted stock awards, dividend equivalent rights, performance awards and cash-based awards to eligible full-time and part-time officers, employees, non-employee directors and other key persons (including qualifying consultants and prospective employees) of the Company and its subsidiaries. On May 15, 2025, the Company’s shareholders approved an amendment and restatement of the Plan to (1) increase the total number of shares of the Company’s common stock available for issuance under the Plan by 2,000,000 shares and (2) extend the term within which new awards may be granted under the Plan through April 10, 2030. As of December 31, 2025, there were 3,687,558 shares of common stock available for grant under the Plan and an aggregate of 1,216,380 RSUs and stock options from outstanding, historical awards that either had not vested or had vested but had not been exercised. Any awards that were granted under the Plan that are forfeited, cancelled or held back for net settlement will become available to be issued under the Plan.
The terms of the Plan give the Company the right to settle the vesting of RSU grants in cash or shares. CPSU and CRSU grants must only be settled in cash.
The following table summarizes RSU, stock option, CPSU and CRSU activity:
| Time-Based RSUs | Performance-Based RSUs | Stock Options | CPSUs | CRSUs | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Number | Weighted- Average Grant Date Fair Value Per Share | Number | Weighted- Average Grant Date Fair Value Per Share | Number | Weighted- Average Exercise/ (Strike) Price Per Share | Number | Weighted- Average Grant Date Fair Value Per Unit | Number | Weighted- Average Grant Date Fair Value Per Unit | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Outstanding as of December 31, 2022 | 1,106,670 | $ | 15.66 | — | $ | — | 1,625,265 | $ | 22.93 | 814,620 | $ | 16.61 | 100,000 | $ | 6.99 | ||||||||||||||||||||||||||||||||||||||||||||
| Granted | 590,188 | 8.66 | — | — | — | — | 901,541 | 11.18 | 214,379 | 8.43 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Expired or cancelled | (45,000) | 16.19 | — | — | (190,000) | 19.88 | (380,782) | 20.37 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Vested/exercised | (404,229) | 15.75 | — | — | — | — | (150,696) | 11.98 | (30,000) | 8.98 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Outstanding as of December 31, 2023 | 1,247,629 | $ | 12.30 | — | $ | — | 1,435,265 | $ | 23.33 | 1,184,683 | $ | 11.86 | 284,379 | $ | 7.87 | ||||||||||||||||||||||||||||||||||||||||||||
| Granted | 30,000 | 12.68 | — | — | — | — | 645,180 | 19.17 | 673,855 | 12.75 | |||||||||||||||||||||||||||||||||||||||||||||||||
Earned for performance above target | — | — | — | — | — | — | 72,864 | 19.24 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Expired or cancelled | (50,000) | 23.14 | — | — | (287,337) | 26.62 | (157,884) | 10.53 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Vested/exercised | (598,913) | 13.24 | — | — | (471,295) | 20.12 | (230,748) | 19.24 | (171,459) | 7.59 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Outstanding as of December 31, 2024 | 628,716 | $ | 10.57 | — | $ | — | 676,633 | $ | 24.17 | 1,514,095 | $ | 14.34 | 786,775 | $ | 12.11 | ||||||||||||||||||||||||||||||||||||||||||||
| Granted | 461,095 | 37.41 | 151,623 | 47.76 | — | — | — | — | 381,410 | 27.59 | |||||||||||||||||||||||||||||||||||||||||||||||||
Earned for performance above target | — | — | — | — | — | — | 636,368 | 12.95 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Expired or cancelled | — | — | — | — | (177,201) | 23.56 | (265,094) | 8.66 | (74,279) | 36.35 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Vested/exercised | (411,986) | 11.38 | — | — | (112,500) | 19.61 | (1,140,189) | 12.80 | (286,520) | 11.62 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Outstanding as of December 31, 2025 | 677,825 | $ | 28.33 | 151,623 | $ | 47.76 | 386,932 | $ | 25.77 | 745,180 | $ | 17.54 | 807,386 | $ | 17.37 | ||||||||||||||||||||||||||||||||||||||||||||
Vested and expected to vest at December 31, 2025 | 677,825 | $ | 28.33 | 151,623 | $ | 47.76 | 386,932 | $ | 25.77 | 745,180 | $ | 17.54 | 807,386 | $ | 17.37 | ||||||||||||||||||||||||||||||||||||||||||||
Included in the above table are certain time-based RSU grants which are classified as liabilities in accordance with ASC 718, Stock Compensation because they contained a guaranteed minimum payout and may be settled in shares of the Company's stock, cash or a combination thereof, at the Company's discretion. As of December 31, 2023, there were 50,000 RSUs with guaranteed minimum payouts outstanding, with a weighted-average grant date fair value per share of $26.32. As of December 31, 2024 and 2025 there were no remaining RSUs with guaranteed minimum payouts outstanding. The number of performance-based RSUs and CPSUs granted in the above table are presented at target-level performance and adjusted to actual units upon vesting. Actual payout of these awards can range from 0% to 250% of target-level performance depending upon the terms of the award and the achievement of required performance conditions. Awards paid above target-level performance are included in the “earned for performance above target” line in the table above.
The Company recognized liabilities for CPSUs, RSUs with guaranteed minimum payouts and CRSUs totaling approximately $85.2 million and $34.6 million as of December 31, 2025 and 2024, respectively. The Company paid approximately $90.4 million in 2025, $4.0 million in 2024 and $2.8 million in 2023 to settle certain awards.
The following table summarizes unrestricted common stock awards, which are generally issued to the non-employee members of the Company’s Board of Directors as part of their annual retainer fees:
| Unrestricted Stock Awards | |||||||||||
| Year | Number | Weighted-Average Grant Date Fair Value Per Share | |||||||||
| 2023 | 302,112 | $ | 5.66 | ||||||||
| 2024 | 73,716 | 20.89 | |||||||||
| 2025 | 40,710 | 36.35 | |||||||||
The fair value of unrestricted common stock awards issued during 2025, 2024 and 2023 was approximately $1.5 million, $1.5 million and $1.7 million, respectively.
The following table summarizes the fair value of RSUs, CPSUs and CRSUs that vested during 2025, 2024 and 2023:
| For the year ended December 31, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Fair value of vested shares on vesting date: | |||||||||||||||||
| Time-based RSUs | $ | 10,855 | $ | 9,971 | $ | 4,110 | |||||||||||
| CPSUs | 76,415 | 5,584 | 1,077 | ||||||||||||||
| CRSUs | 8,446 | 3,040 | 185 | ||||||||||||||
As of December 31, 2025, the balance of unamortized time-based RSU, performance-based RSU, CPSU and CRSU expense was $14.4 million, $5.2 million, $30.2 million and $24.7 million, respectively, which is expected to be recognized over weighted-average periods of 2.4 years for time-based RSUs, 2.0 years for performance-based RSUs, one year for CPSUs and 1.3 years for CRSUs. As of December 31, 2025, there was no remaining unamortized stock option expense.
The 386,932 outstanding stock options as of December 31, 2025, which were all exercisable, had an intrinsic value of $16.0 million and a weighted-average remaining contractual life of 1.9 years. Stock options that were exercised during 2025 and 2024 had an intrinsic value of $4.5 million and $3.1 million, respectively.
For the years ended December 31, 2025, 2024 and 2023, the Company recognized, as part of general and administrative expenses, costs for share-based payment arrangements for employees of $148.5 million, $38.8 million and $10.5 million, respectively. Additionally for the same periods, the Company recognized as part of general and administrative expenses, costs for share-based awards to non-employee directors of $1.5 million, $1.5 million and $1.7 million, respectively. The aggregate tax benefits for these awards were approximately $1.3 million, $0.7 million and $0.8 million, for the respective periods.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 28, 2024 | |
| 2022 | Mar 15, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Feb 24, 2021 | |
| 2019 | Feb 26, 2020 | |
| 2018 | Feb 27, 2019 | |
| 2017 | Feb 27, 2018 | |
| 2016 | Feb 23, 2017 | |
| 2015 | Feb 29, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.