TUTOR PERINI CORP, DEF 14A filed on 4/9/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name TUTOR PERINI CORPORATION
Entity Central Index Key 0000077543
v3.26.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Value of Initial Fixed $100
Investment Based on:
(a)(b)(c)(d)(e)(f)(g)(h)(i)
Year
SCT Total Compensation for CEO ($)(1)
Compensation Actually Paid to CEO ($)(2)
Average SCT Total Compensation for Other NEOs ($)(1)
Average Compensation Actually Paid to Other NEOs ($)(2)
Cumulative TSR ($)(3)
Peer Group Cumulative TSR ($)(4)
Net Income (Loss) ($)
(in '000s)(5)
Operating Cash Flows ($) (in '000s)(6)
202510,041,405 70,233,938 5,152,268 9,422,172 517.98 387.57 143,081 748,065 
202426,042,027 59,959,612 3,243,634 7,459,281 186.87 287.15 (122,339)503,544 
202320,645,327 18,808,306 3,790,209 3,432,177 70.27 204.36 (127,597)308,471 
202214,877,151 3,156,802 2,098,057 799,889 58.30 170.68 (192,572)206,971 
202114,808,920 11,178,721 3,926,577 2,922,122 95.52 149.33 134,150 (148,454)
        
Company Selected Measure Name operating cash flow        
Named Executive Officers, Footnote The dollar amounts reported in column (b) and (d) are the amounts reported for our CEO and, for the NEOs other than the CEO as a group, the average of the amounts reported for such individuals as a group, in each case, for each of the corresponding years in the “Total” column of the SCT. Our CEO for 2025 was Mr. Smalley, and for 2021 through 2024 was Mr. Tutor. Other NEOs for 2025 included Mr. Soroka, Mr. Ariqat, Ms. Assouri and Mr. Jensen. Other NEOs for 2024 included Mr. Smalley, Mr. Soroka, Mr. Ariqat, Ms. Assouri and Mr. Michael F. Smithson. Other NEOs for 2023 included Mr. Smalley, Mr. Soroka, Mr. Ariqat, Ms. Wendy A. Hallgren and Mr. Smithson. Other NEOs for 2022 included Mr. Smalley, Mr. Ariqat, Mr. James A. Frost, Ms. Hallgren and Mr. Smithson. Other NEOs for 2021 included Mr. Smalley, Mr. Frost, Ms. Hallgren and Mr. Smithson.        
Peer Group Issuers, Footnote The peer group used for this purpose is the Dow Jones U.S. Heavy Construction Index.        
PEO Total Compensation Amount $ 10,041,405 $ 26,042,027 $ 20,645,327 $ 14,877,151 $ 14,808,920
PEO Actually Paid Compensation Amount $ 70,233,938 59,959,612 18,808,306 3,156,802 11,178,721
Adjustment To PEO Compensation, Footnote
(2)The dollar amounts reported in columns (c) and (e) represent the amount of compensation actually paid (“CAP”) to the CEO and average CAP to all other NEOs, as a group, respectively, in each case as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by these individuals, which is significantly less due to the way unrealized share price gains are required to be reported in the table below. CAP is calculated for a given fiscal year by adjusting the officer’s total compensation, as reported in the “Total” column of the SCT, for certain amounts related to equity awards as described with respect to 2025 below.


(a)(b)(c)(d)(e)(f)(g)(h)(i)
(j)
Name and YearSCT Total ($)Less: Amounts Reported as “Stock Awards” in the SCT
($)		Less: Amounts Reported as “Option Awards” in the SCT
($)		Add: Year End Fair Value of Outstanding and Unvested Awards Granted in the Year
($)		Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($)Add: Fair Value as of Vesting Date for Awards Granted and Vested in the Current Year ($)Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year
($)		Less: Fair Value at the End of the Prior Year of Equity Awards that Forfeited in the Current Year
($)		Compensation Actually Paid ($)
CEO
Gary G. Smalley
202510,041,405 (5,693,196)— 16,907,758 26,307,082 — 22,670,889 — 70,233,938 
Aggregate Average Information
Other NEOs
20255,152,268 (3,002,837)— 6,649,837 618,116 — 4,788 — 9,422,172 
        
Non-PEO NEO Average Total Compensation Amount $ 5,152,268 3,243,634 3,790,209 2,098,057 3,926,577
Non-PEO NEO Average Compensation Actually Paid Amount $ 9,422,172 7,459,281 3,432,177 799,889 2,922,122
Adjustment to Non-PEO NEO Compensation Footnote
(2)The dollar amounts reported in columns (c) and (e) represent the amount of compensation actually paid (“CAP”) to the CEO and average CAP to all other NEOs, as a group, respectively, in each case as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by these individuals, which is significantly less due to the way unrealized share price gains are required to be reported in the table below. CAP is calculated for a given fiscal year by adjusting the officer’s total compensation, as reported in the “Total” column of the SCT, for certain amounts related to equity awards as described with respect to 2025 below.


(a)(b)(c)(d)(e)(f)(g)(h)(i)
(j)
Name and YearSCT Total ($)Less: Amounts Reported as “Stock Awards” in the SCT
($)		Less: Amounts Reported as “Option Awards” in the SCT
($)		Add: Year End Fair Value of Outstanding and Unvested Awards Granted in the Year
($)		Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($)Add: Fair Value as of Vesting Date for Awards Granted and Vested in the Current Year ($)Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year
($)		Less: Fair Value at the End of the Prior Year of Equity Awards that Forfeited in the Current Year
($)		Compensation Actually Paid ($)
CEO
Gary G. Smalley
202510,041,405 (5,693,196)— 16,907,758 26,307,082 — 22,670,889 — 70,233,938 
Aggregate Average Information
Other NEOs
20255,152,268 (3,002,837)— 6,649,837 618,116 — 4,788 — 9,422,172 
        
Compensation Actually Paid vs. Total Shareholder Return
Picture 1 - CAP and TSR.jpg
        
Compensation Actually Paid vs. Net Income
Picture 2 - CAP and NI.jpg
        
Compensation Actually Paid vs. Company Selected Measure
Picture 3 - CAP and OCF.jpg
        
Total Shareholder Return Vs Peer Group
Picture 4.jpg

3-yr.jpg
        
Tabular List, Table Operating cash flow;
2.Relative TSR; and
3.Pre-tax income
        
Total Shareholder Return Amount $ 517.98 186.87 70.27 58.30 95.52
Peer Group Total Shareholder Return Amount 387.57 287.15 204.36 170.68 149.33
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest $ 143,081,000 $ (122,339,000) $ (127,597,000) $ (192,572,000) $ 134,150,000
Company Selected Measure Amount 748,065,000 503,544,000 308,471,000 206,971,000 (148,454,000)
PEO Name Mr. Smalley Mr. Tutor Mr. Tutor Mr. Tutor Mr. Tutor
Additional 402(v) Disclosure The cumulative TSR for the Company and the Company’s peer group is calculated, assuming a fixed investment of $100 on December 31, 2020, as measured at the end of each year shown in the table.The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year.The most important financial performance measure used by the Company to link compensation actually paid to the NEOs for 2025 to Company performance (other than TSR, which is already included in the above Pay Versus Performance Table) is operating cash flow, as reported in the Company’s Consolidated Statements of Cash Flows within its audited financial statements under the caption “Net Cash Provided by (Used in) Operating Activities” for each applicable year.
Analysis of NEO Compensation Actually Paid vs. Cumulative TSR, Net Income (Loss) and Operating Cash Flow

As discussed further in the section titled “Compensation Discussion and Analysis”, the primary elements of compensation for NEOs include base salary, non-equity annual incentive compensation, and long-term equity-based incentives, which can include time-based and performance-based equity awards.
        
Measure:: 1          
Pay vs Performance Disclosure          
Name Operating cash flow        
Measure:: 2          
Pay vs Performance Disclosure          
Name Relative TSR        
Measure:: 3          
Pay vs Performance Disclosure          
Name Pre-tax income        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 16,907,758        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 26,307,082        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 22,670,889        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table, Stock Award Adjustments [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (5,693,196)        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table, Option Awards Adjustments [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 6,649,837        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 618,116        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,788        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table, Stock Award Adjustments [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,002,837)        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table, Option Awards Adjustments [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0        
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has typically granted such awards on a predetermined annual schedule. We did not grant stock options as part of our NEOs’ annual equity award program in 2025. When we do grant stock options, the exercise price is no less than the closing price of our common stock on the date of the grant.
Award Timing Method
We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has typically granted such awards on a predetermined annual schedule. We did not grant stock options as part of our NEOs’ annual equity award program in 2025. When we do grant stock options, the exercise price is no less than the closing price of our common stock on the date of the grant.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true