CEO Kyle Larkin's total reported compensation of $9,861,425 for 2025 is within a reasonable range for the CEO of a $5.3 billion industrials company, and the company's compensation targets are explicitly set at or slightly below the median of its peer group. The pay structure is well-designed: roughly 84% of the CEO's target direct compensation is variable and tied to pre-set financial and operational goals (EBITDA, operating cash flow, safety, relative TSR, and capital efficiency), far exceeding the policy's 50–60% variable pay threshold. The company earned the above-target annual bonus payout (134% of target) through genuine financial performance — EBITDA came in at 102% of target and operating cash flow hit 175% of target, with a maximum safety multiplier applied — and the long-term performance payouts reflect TSR rankings at the 71st and 63rd percentiles of a relevant construction peer group over the 2022–2024 and 2023–2025 periods respectively, demonstrating that incentive pay was earned rather than awarded regardless of outcomes. The prior Say on Pay vote received 95% support, the company has a meaningful clawback policy, and no individual executive appears to be paid materially above their market benchmark, so a FOR vote is warranted.

PricewaterhouseCoopers and its predecessor Coopers & Lybrand have been Granite's auditors since 1982 — a relationship spanning approximately 44 years, well above the policy's 25-year threshold for triggering an AGAINST vote. The proxy does not provide a specific and compelling justification for continuing this unusually long engagement, such as exceptional audit quality metrics, a recent lead partner rotation plan, or a concrete multi-year rotation commitment. The non-audit fee ratio is negligible ($2,132 out of $4,572,301 in audit fees, well under 1%), and PwC's size is clearly appropriate for a $5.3 billion company, so the only concern is tenure, but that concern is significant enough under policy to warrant an AGAINST vote.