Form 4: Tutor Perini CEO Settles Cash-Settled Phantom Stock Units

Tutor Perini CEO Gary G. Smalley reported the vesting and cash settlement of phantom stock units on March 12 and 13, 2026, as part of his executive compensation.

Summary

• Gary G. Smalley, CEO and President of Tutor Perini Corporation, reported transactions involving cash-settled phantom stock units.
• On March 12, 2026, 25,918 phantom stock units, granted on March 12, 2025, vested and were settled in cash at a value based on the common stock closing price of $69.2 per share.
• On March 13, 2026, 57,349 phantom stock units, granted on March 13, 2024, vested and were settled in cash at a value based on the common stock closing price of $67.76 per share.
• These transactions did not involve the direct purchase or sale of common stock by Mr. Smalley; the reporting of acquisition and disposition of shares back to the Issuer is for SEC compliance related to the cash settlement.
• Following these transactions, Mr. Smalley's direct beneficial ownership of Tutor Perini common stock remains 91,479 shares.
• Mr. Smalley continues to beneficially own 51,836 unvested phantom stock units from the March 12, 2025 grant (25,918 vesting on March 12, 2027, and 25,918 vesting on March 12, 2028).
• He also beneficially owns 57,350 unvested phantom stock units from the March 13, 2024 grant (vesting on March 13, 2027).

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, representing a routine executive compensation disclosure without indicating any new operational or financial developments for the company.

Positives

• CEO Gary G. Smalley received cash compensation from the scheduled vesting of phantom stock units, indicating the company is fulfilling its executive compensation commitments.
• The continued vesting schedule for future phantom stock units suggests ongoing executive retention and alignment with long-term company performance.

Future Outlook

Future vesting of 25,918 phantom stock units is scheduled for March 12, 2027, and another 25,918 units for March 12, 2028, from the 2025 grant. An additional 57,350 phantom stock units are scheduled to vest on March 13, 2027, from the 2024 grant. All future vestings are contingent upon continued employment.

Industry Context

StockSavvy.ai notes that the cash settlement of phantom stock units is a common form of executive compensation, aligning executive incentives with shareholder value without direct equity dilution at the time of vesting. This practice is prevalent across various industries, particularly in construction and engineering firms like Tutor Perini, to retain key leadership.

Comparison to Industry Standards

• The use of cash-settled phantom stock units for executive compensation is a standard practice in many publicly traded companies, including those in the construction and engineering sector.
• Companies such as Fluor Corporation (FLR) and Jacobs Solutions Inc. (J) also utilize performance-based equity or equity-equivalent awards, often with multi-year vesting schedules, to incentivize long-term executive performance and retention.
• The multi-year vesting schedule (e.g., 2025-2028 for the 2025 grant, and 2024-2027 for the 2024 grant) is consistent with industry best practices for executive retention and aligning interests over a sustained period.

Related Party Transactions

• The cash settlement of phantom stock units for CEO Gary G. Smalley constitutes a related party transaction as it involves compensation from the Issuer to an executive officer and director, reported as per SEC requirements.

Stakeholder Impact

• Shareholders: No direct impact on the outstanding share count or dilution from these cash-settled units. The cash payout represents a planned compensation expense for the company, impacting cash flow and potentially earnings, which is typically factored into financial forecasts.
• Management: The CEO receives compensation, which is a positive for executive retention and motivation, aligning leadership interests with company performance.

Next Steps

• Vesting of 25,918 phantom stock units on March 12, 2027.
• Vesting of 57,350 phantom stock units on March 13, 2027.
• Vesting of 25,918 phantom stock units on March 12, 2028.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation through the vesting and cash settlement of phantom stock units. It does not provide new information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment posture. Therefore, a 'hold' recommendation is appropriate as the filing itself does not present a catalyst for significant price movement.

Keywords

Tutor Perini, TPC, Gary G. Smalley, Form 4, SEC filing, beneficial ownership, phantom stock units, executive compensation, cash settlement, vesting