gva-20260423

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. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to §240.14a-12

GRANITE CONSTRUCTION INCORPORATED

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

GRANITE CONSTRUCTION INCORPORATED

585 West Beach Street

Watsonville, California 95076

Notice of Annual Meeting of Shareholders

April 23, 2026


Date:			Thursday, June 4, 2026


Time:			10:30 a.m., Pacific Time


Place:			Virtual Meeting http://www.virtualshareholdermeeting.com/GVA2026

Purposes of the Meeting:

•To elect three directors of Granite Construction Incorporated (the “Company”) for a term set to expire at the 2029 annual meeting;

•To hold an advisory vote on executive compensation for the Named Executive Officers;

•To ratify the appointment by the Audit/Compliance Committee of PricewaterhouseCoopers LLP as Granite's independent registered public accounting firm for the fiscal year ending December 31, 2026; and

•To consider any other matters properly brought before the meeting.

Who May Attend the Meeting:

Only shareholders and/or their representatives, persons holding proxies from shareholders, and invited representatives of the media and financial community may attend the meeting.

How to Participate:

To participate in the Annual Meeting, you must visit http://www.virtualshareholdermeeting.com/GVA2026 and enter the 16-digit control number included in the Notice of Internet Availability of Proxy Materials, on your proxy card, or in the instructions that accompanied your proxy materials. During the Annual Meeting, shareholders may vote their shares virtually (other than persons who hold shares in the Granite Construction Profit Sharing and 401(k) Plan (such persons, the “401(k) Participants” and such plan, the “401(k) Plan”) and submit questions by following the instructions available on the meeting website. If you are a beneficial shareholder, you may contact the bank, broker or other institution where you hold your shares if you have questions about obtaining your control number.

Record Date:

The record date for the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) is April 10, 2026. This means that if you own Granite stock at the close of business on that date, you are entitled to receive notice of the meeting and vote at the meeting and any adjournments or postponements of the meeting.

Annual Report:

Our Annual Report to Shareholders for 2025 will be made available to shareholders at the same time as the proxy materials.

Shareholder List:

For 10 days prior to the meeting, a complete list of shareholders entitled to vote at the meeting will be available for examination by any shareholder for any purpose related to the meeting during regular business hours at Granite's headquarters located at 585 West Beach Street, Watsonville, CA 95076.

Information about the Notice of Internet Availability of Proxy Materials:

Instead of mailing a printed copy of our proxy materials, including our Annual Report, to each shareholder of record, we will provide access to these materials online. This reduces the amount of paper necessary to produce these materials, as well as the costs associated with mailing these materials to all shareholders. Accordingly, on or about April 23, 2026, we will begin mailing a Notice of Internet Availability of Proxy Materials to all shareholders of record as of April 10, 2026, other than to 401(k) Participants. We will also post our proxy materials on the website referenced in the Notice

(https://www.proxyvote.com). All 401(k) Participants will receive a package in the mail that includes all proxy materials. The proxy materials will be mailed to all 401(k) Participants on or about April 23, 2026.

All shareholders may choose to access our proxy materials online or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail on an ongoing basis.

Proxy Voting:

Your vote is important. Please vote your proxy promptly so your shares can be represented at the Annual Meeting even if you plan to attend the meeting. Shareholders, including 401(k) Participants, can vote or provide voting directions, as applicable, by Internet, telephone or mail. Shareholders, other than 401(k) Participants, may revoke a proxy and vote virtually if attending the Annual Meeting.

The Annual Meeting will be held exclusively online via live audio webcast on the above date and time. You or your proxyholder will be able to attend the Annual Meeting online, vote your shares virtually (other than 401(k) Participants) and submit questions during the meeting by visiting http://www.virtualshareholdermeeting.com/GVA2026 and using your 16-digit control number included in the Notice of Internet Availability of Proxy Materials, on your proxy card, or in the instructions that accompanied your proxy materials.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of shareholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the chair or secretary of the meeting will convene the meeting at 10:30 a.m. Pacific Time on the date specified above and at our address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. We will also post information regarding the adjournment on the investors page of our website at www.graniteconstruction.com. Additionally, the Company will display during the time scheduled for the Annual Meeting at http://www.virtualshareholdermeeting.com/GVA2026 the date, time and physical or virtual location of the adjourned meeting.


			By Order of the Board of Directors,

			M. Craig Hall Executive Vice President, Chief Legal Officer, Corporate Compliance Officer and Secretary


TABLE OF CONTENTS
			PAGE
PROXY STATEMENT			1

PROPOSAL 1: ELECTION OF DIRECTORS			2
Director Qualifications			3
Nominees for Director to be Elected for Terms Expiring at the 2029 Annual Meeting			5
Continuing Directors with Terms Expiring at the 2027 Annual Meeting			6
Continuing Directors with Terms Expiring at the 2028 Annual Meeting			7

INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			9
Committees of the Board			9
Audit/Compliance Committee			9
Compensation Committee			9
Nominating and Corporate Governance Committee			10
Risk Committee			10
Role of the Compensation Consultant			11
Compensation Committee Interlocks and Insider Participation			12
The Lead Director and Executive Sessions			12
Board Leadership Structure and Its Role in Risk Oversight			12
Board of Directors' Nomination Policy			13
Evaluation Criteria and Procedures			13
Shareholder Recommendation and Direct Nomination of Board Candidates			14
Director Independence			14
Board and Annual Shareholder Meeting Attendance			15
Communications with the Board			15
Corporate Governance Guidelines and Policies			15
Insider Trading Policy and Employee, Officer and Director Hedging			16
Code of Conduct			16
Granite Website			16

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION			17

EXECUTIVE AND DIRECTOR COMPENSATION AND OTHER MATTERS			18
Compensation Discussion and Analysis			18
Objective of the Compensation Program			18
Executive Officer Compensation Program			18
Annual Review of Executive Compensation and Practices			20
Role of the Compensation Committee and CEO in Determining Executive Compensation			20
Role of the Compensation Consultant			20
Annual Risk Assessment			20
Market Data Considered in Determining Executive Compensation for 2025			20
Peer Group of Public Companies			21
Compensation Elements			22
Base Salary			22
2025 Annual Incentive Plan			22
Annual Incentive Opportunity			22
2025 AIP Performance Measures and Results			23


TABLE OF CONTENTS
			PAGE
Long Term Incentive Compensation			25
Performance Awards			26
Capital Efficiency RONA Performance Metric			26
Payouts for 2022 - 2024 Capital Efficiency RONA Awards Paid in 2025			27
Payouts for 2023 - 2025 Capital Efficiency RONA Awards Paid in 2026			28
Relative TSR Performance Metric			28
Payouts for 2022 - 2024 Total Shareholder Return Awards Paid in 2025			29
Payouts for 2023 - 2025 Total Shareholder Return Awards Paid in 2026			31
Time-Based Service Awards			31
Additional Compensation-Related Policies and Retirement Benefits			32
Clawback Policy and Clawbacks			32
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information			32
Stock Ownership Guidelines			32
Anti-Hedging Policy			33
Anti-Pledging Policy			33
Non-Qualified Deferred Compensation			33
Flexible Bonus Policy			34
Other Compensation			34
Impact of Accounting and Tax Treatments of a Particular Form of Compensation			34
Change-in-Control			34
Compensation Committee Report			36
Executive Compensation Tables			37
Potential Payments Upon Termination or Change-in-Control			42
Separation Agreement with Mr. Radich			44
Director Compensation			45
Stock Ownership			45
Cash and Equity Compensation Policy			45
Director Compensation Table			46
Pay Ratio Disclosure			47
Pay Versus Performance			48
Equity Compensation Plan Information			51

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			52

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS			53
Principal Accountant Fees and Services			53
Audit/Compliance Committee Pre-Approval Policies and Procedures			53

REPORT OF THE AUDIT/COMPLIANCE COMMITTEE			54

TRANSACTIONS WITH RELATED PERSONS			55

STOCK OWNERSHIP OF BENEFICIAL OWNERS AND CERTAIN MANAGEMENT			56

D ELINQUENT SECTION 16(a) REPORT			58


TABLE OF CONTENTS
			PAGE
VOTING INFORMATION			59
Who Pays for This Solicitation?			59
Who Can Vote?			59
How Do I Vote and What Is the Deadline for Voting My Shares?			59
What Is the Voting Requirement To Approve the Proposals?			59
How Are Votes Counted?			60
After I Vote by Proxy Can I Change or Revoke My Proxy?			60
Can I Vote at the Annual Meeting Instead of Voting by Proxy?			61
What Constitutes a Quorum?			61
Who Supervises the Voting at the Meeting?			61
How Can I Find Out the Voting Results?			61

PARTICIPATING IN THE 2026 ANNUAL MEETING OF SHAREHOLDERS			62

SHAREHOLDER PROPOSALS TO BE PRESENTED AT THE 2027 ANNUAL MEETING OF SHAREHOLDERS			63

HOUSEHOLDING			64

FORM 10-K			64

OTHER MATTERS			64

iii

GRANITE CONSTRUCTION INCORPORATED

585 West Beach Street

Watsonville, California 95076

PROXY STATEMENT

As more fully described in the Notice of Internet Availability of Proxy Materials, Granite Construction Incorporated, a Delaware corporation (referred to herein as “we,” “us,” “our,” “Granite” or the “Company”), on behalf of its Board of Directors (referred to herein as “Board of Directors” or “Board”), has made its proxy materials available to you on the Internet in connection with Granite's 2026 Annual Meeting of Shareholders (the "Annual Meeting"), which will take place virtually at http://www.virtualshareholdermeeting.com/GVA2026 on June 4, 2026. The Notice of Internet Availability of Proxy Materials was mailed to all Granite shareholders of record, except 401(k) Participants, on or about April 23, 2026, and our proxy materials were posted on the website referenced in the Notice of Internet Availability of Proxy Materials and made available to shareholders on April 23, 2026. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. The proxy materials were mailed to all 401(k) Participants on or about April 23, 2026.

After carefully considering the format of our Annual Meeting, our Board elected to hold the Annual Meeting exclusively online. Our aim is to offer shareholders rights and participation opportunities during our virtual Annual Meeting that are comparable to those that have been provided at our past in-person Annual Meetings. To participate in the Annual Meeting, you must go to http://www.virtualshareholdermeeting.com/GVA2026 and enter the 16-digit control number included in the Notice of Internet Availability of Proxy Materials, on your proxy card, or in the instructions that accompanied your proxy materials. During the Annual Meeting, shareholders may vote their shares virtually (other than 401(k) Participants) and submit questions by following the instructions available on the meeting website. Please refer to the “Participating in the Annual Meeting” section of this Proxy Statement for more details about attending the Annual Meeting online.

Granite, on behalf of its Board of Directors, is soliciting your proxy to vote your shares at the Annual Meeting or any subsequent adjournment or postponement. We solicit proxies to give all shareholders of record an opportunity to vote on the matters listed in the accompanying notice and/or any other matters that may be presented at the Annual Meeting. In this proxy statement you will find information on these matters, which is provided to assist you in voting your shares.

Granite was incorporated in Delaware in January 1990 as the holding company for Granite Construction Company, which was incorporated in California in 1922.

PROPOSAL 1: ELECTION OF DIRECTORS

The Board of Directors is divided into three classes. We keep the classes as equal in number as reasonably possible; however, the number of directors in a class depends on the total number of directors at any given time. Each director serves for a term of three years. The classes are arranged so that the terms of the directors in each class expire at successive annual meetings. Typically, this means that shareholders annually elect approximately one-third of the members of the Board. The Board currently consists of nine directors.

The terms of Carlos M. Hernandez, Celeste B. Mastin, and Kyle T. Larkin will expire at the Annual Meeting. The Board, upon recommendation of the Nominating and Corporate Governance Committee, has nominated Carlos M. Hernandez, Celeste B. Mastin, and Kyle T. Larkin for new terms. Mr. Hernandez was appointed to the Board of Directors in June 2024. He was recommended as a potential director by a non-management director. All nominees serve as directors. If elected, each of the nominees will serve as a director until the 2029 annual meeting and until his or her successor is elected and qualified or he or she resigns or until his or her death, retirement or removal.

Management knows of no reason why any of these nominees would be unable or unwilling to serve. All nominees have accepted the nomination and agreed to serve as a director if elected by the shareholders.

BOARD OF DIRECTORS’ RECOMMENDATION

The Board of Directors unanimously recommends a vote “FOR” each of the above-named nominees.

Director Qualifications

The tables below highlight the qualifications, competency, experience and other information of each director, including each nominee for election to our Board, that contributed to the Board’s determination that each individual is qualified to serve on the Board. This high-level summary is not intended to be an exhaustive list of each director’s skills or contributions.

Competency / Experience

Name of Director

Financial Expertise & Literacy

Capital Structuring/ Project Finance/M&A

Strategic Planning Experience

Human Capital/Executive Compensation

Enterprise Risk Management

Project Execution Risk Management

Legal/Claims Management

Public Sector Contracting

Industry Experience

Operating Experience

Environmental and Social Factors

Cyber-Security

Politics/Public Policy

Krusi

⬤

McNally

⬤

Hernandez

⬤

Caldera

⬤

Mullen

⬤

Campbell

⬤

Mastin

⬤

Romer

⬤

Larkin

⬤

Highly Experienced

⬤

General Experience

Limited Experience or Expertise

Location

Gender

Age Range

Tenure on Board

Race & Ethnicity

Name of Director

Location

Gender

59 and under

60-64

65-69

70 +

0-5

6-10

11 +

Race & Ethnicity

Krusi

✓

McNally

✓

Hernandez

✓

Caldera

✓

Mullen

✓

Campbell

✓

Mastin

✓

Romer

✓

Larkin

✓

B Black or African American

H Hispanic or Latino

W White

In addition to the tables above, the following paragraphs provide further information as of the date of this proxy statement about each director and director nominee. The information presented includes information each director or director nominee has given us about his or her age, all positions he or she holds with Granite, his or her principal occupation and business experience for the past five years, and the names of other publicly held companies of which he or she currently serves as a director or has served as a director during the past five years. In addition to the information in the tables above and included below regarding each director's and director nominee's specific experience, qualifications, attributes, and skills that led our Board to the conclusion that he or she should serve as a director, the Board believes that all of our directors and director nominees have a reputation for integrity, honesty and adherence to high ethical standards. The Board also believes that all of our directors have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to Granite and our Board.

NOMINEES FOR DIRECTOR TO BE ELECTED FOR TERMS EXPIRING AT THE 2029 ANNUAL MEETING


			Carlos M. Hernandez			Director since 2024

			Mr. Hernandez served as Chief Executive Officer of Fluor Corporation from 2019 to 2020 and Executive Vice President and Chief Legal Officer from 2007 to 2019. Fluor Corporation is an engineering and construction firm based in Irving, Texas. Prior to joining Fluor, Mr. Hernandez served as General Counsel of ArcelorMittal Americas from 2004 to 2007, Executive Vice President and General Counsel of Fleming Companies, Inc. from 2000 to 2004, and he held the roles of Assistant General Counsel, Corporate Counsel and Assistant Counsel at Armco Inc. from 1981 to 1999. Mr. Hernandez serves on the board of PG&E, the nation’s largest utility. We believe Mr. Hernandez’s past experience as an executive with a major multi-national engineering and construction firm and his knowledge and understanding of the construction industry and Granite’s customers qualify him to serve on our Board. His career honors include the Dallas Hispanic Bar Association Corporate Counsel Diversity Award, the Robert H. Dedman Award in Ethics and Law, and the Hispanic National Bar Foundation Corporate Leadership Award. He received his BS in civil engineering from Purdue University and his JD from the University of Miami School of Law. Age 71.

			Celeste B. Mastin			Director since 2017

			Ms. Mastin has served as the President and Chief Executive Officer of H.B. Fuller Company since December 2022, and served as Executive Vice President and Chief Operating Officer of H.B. Fuller Company from March 2022 to December 2022. H.B. Fuller Company manufactures, develops, and sells adhesives around the world and is headquartered in St Paul, Minnesota. From March 2018 to March 2022, Ms. Mastin served as Chief Executive Officer of PetroChoice Lubrication Solutions. PetroChoice is one of the largest petroleum-based lubricant distributors in the United States for passenger and commercial vehicles and industrial applications. Prior to joining PetroChoice, Ms. Mastin was the Chief Executive Officer of Distribution International, Inc., a supplier of commercial and industrial insulation from 2013 to 2017. From 2007 to 2011, she served as Chief Executive Officer and as Chief Operating Officer of MMI Products, Inc., a manufacturer and distributor of building materials. From 2004 to 2007, Ms. Mastin held the role of Vice President of color and glass performance materials and Vice President of growth and development at Ferro Corporation. Ms. Mastin started her career in sales at Shell Chemical. She also held European and later global sales management positions as well as management positions at Bostik, Inc. We believe that Ms. Mastin’s global chemicals and building materials sectors experience, as well as her operating experience and proven leadership ability qualify her to serve on our Board. Ms. Mastin holds a B.S. in Chemical Engineering from Washington State University and a M.B.A. from the University of Houston. Age 57.

			Kyle T. Larkin			Director since 2021

			Mr. Larkin joined Granite in 1996 and has served as President since September 2020 and as Chief Executive Officer since June 2021. He also served as Executive Vice President and Chief Operating Officer from February 2020 to September 2020, Senior Vice President and Manager of Construction and Materials Operations from 2019 to 2020, Senior Vice President and Group Manager from 2017 to 2019, Vice President and Regional Manager in Nevada from 2014 to 2017 and President of Granite’s wholly-owned subsidiary, Intermountain Slurry Seal, Inc. from 2011 to 2014. He served as Manager of Construction at the Reno area office from 2008 to 2011, Chief Estimator from 2004 to 2008 and Project Manager, Project Engineer and Estimator at Granite’s Nevada Branch between 1996 and 2003. We believe that Mr. Larkin’s knowledge of the construction industry, as well as his intimate knowledge of our business, employees, culture, and competitors, his understanding of the challenges and issues facing the Company and his insider’s perspective of the Company’s day-to-day operations and the strategic direction of the Company, qualify him to serve on our Board. Mr. Larkin holds a B.S. in Construction Management from California Polytechnic State University, San Luis Obispo and an M.B.A. from the University of Massachusetts, Amherst. Age 54.

CONTINUING DIRECTORS WITH TERMS EXPIRING AT THE 2027 ANNUAL MEETING


			Molly C. Campbell			Director since 2019

			Ms. Campbell has over 30 years of experience in government and international logistics development. She served as a non-executive advisor for Boston Consulting Group from 2022 to 2026. Ms. Campbell was also a 2019 Fellow at Harvard University’s Advanced Leadership Initiative Program. Prior to that, she served as the Director of the Port of New York and New Jersey from 2015 to 2018, the Director of Financial Management Systems for Los Angeles World Airport in 2015, Deputy Executive Director from 2007 to 2015 and Chief Financial Officer from 2000 to 2007 of the Port of Los Angeles and is currently a member of the board of directors of East West Bank. Additionally, Ms. Campbell was a fellow of Stanford University's Distinguished Career Institute, DCI, for 2023. We believe Ms. Campbell’s executive leadership experience, expertise in finance, multi-modal logistics, the maritime industry and transportation and infrastructure project experience qualify her to serve on our Board. Ms. Campbell holds a B.A. degree in Political Science from the University of California, Los Angeles and an M.A. degree in Public Policy from Georgetown University. Age 65.

			Michael F. McNally			Director since 2016

			Mr. McNally retired in 2014 as President and Chief Executive Officer of Skanska USA Inc., a subsidiary of Skanska AB, one of the world’s largest construction companies, a position he had held since 2008. During that time, he also served as one of nine members of Skanska AB’s senior executive team. Prior to his tenure at Skanska, Mr. McNally held various management positions over a 38 year career with Fluor, Marshall Contractors, Mobil Oil and J. Ray McDermott. Mr. McNally is also currently a member of the board of directors of Limbach Holdings Inc. From 2020 to 2023, he was Vice Chair of the Board of Trustees for the University of Rhode Island. Mr. McNally also served on the board of directors of Terracon from 2016 to 2022 and from 2016 to 2019, he served as the Chairman of the U.S. Green Building Council (“USGBC”) Board. In 2013 he was presented with the USGBC Leadership in the Private Sector Award. In 2014, he organized and chaired the construction industry's first Safety Week bringing together more than 30 major construction companies to advance safety in the industry. We believe that Mr. McNally’s past experience as an executive with a major multi-national construction firm and his knowledge and understanding of the construction industry and Granite’s customers qualify him to serve on our Board. Mr. McNally is also a National Association of Corporate Directors (“NACD”) Board Leadership Fellow, is NACD Directorship Certified and holds the CERT Certificate in Cyber-Risk Oversight. Mr. McNally holds a B.S. degree in Civil Engineering from the University of Notre Dame and an M.B.A. from the University of Rhode Island. Age 71.

			Laura M. Mullen			Director since 2021

			Ms. Mullen served as an audit partner with KPMG LLP from 1996 to 2020. In her 37-year tenure with KPMG, Ms. Mullen served in various roles, including Global Lead Audit Engagement Partner, SEC Reviewing Partner, West Regional Professional Practice Partner and National Office Partner. We believe that Ms. Mullen’s experience as a senior audit partner of a Big Four accounting firm, as well as her in-depth knowledge and understanding of generally accepted accounting principles, experience in auditing and analyzing financial statements, understanding of internal control over financial reporting, and her understanding of audit committee functions qualify her to serve on our Board. Ms. Mullen currently serves on the board of directors of SSR Mining Inc. Ms. Mullen holds a B.S. degree in Business Administration from the California State University, Long Beach. She is a certified public accountant in California and a member of the American Institute of Certified Public Accountants. Age 65.

CONTINUING DIRECTORS WITH TERMS EXPIRING AT THE 2028 ANNUAL MEETING


			Alan P. Krusi			Director since 2018

			Mr. Krusi served as President, Strategic Development of AECOM Technology Corporation, a New York Stock Exchange (“NYSE”) listed company, from 2008 through 2015, where he led the firm’s M&A activities among other responsibilities. From 2003 until 2008, Mr. Krusi served as CEO and President of Earth Tech, Inc., a global engineering and construction firm, which primarily specialized in the design, construction, financing and operations of water treatment facilities, but also provided engineering and management services to the transportation and environmental markets. Prior to that, and over a period of twenty-six years, Mr. Krusi held a number of technical and management positions within the engineering and construction industries. From 1994 to 2003, Mr. Krusi was president of Obrien Kreitzberg, a company which specialized in providing construction management services to the transportation markets. We believe that Mr. Krusi’s extensive managerial experience attained from serving as the president and CEO of various companies in the engineering and construction services industry qualify him to serve on our Board. Mr. Krusi currently serves on the board of directors of SSR Mining Inc. Additionally, in 2022, Mr. Krusi completed the NACD Cyber-Risk Oversight Program. Mr. Krusi holds a B.A. in Geological Sciences from the University of California, Santa Barbara. Age 71.


			Louis E. Caldera			Director since 2021

			Mr. Caldera has been a Senior Lecturer at Harvard Business School teaching in the MBA program since July 2023. He has also served as a Senior Advisor to Belay Associates, LLC, a private equity firm, and its Everest Consolidator Acquisition Corp. since March 2021. Prior to that he served as Distinguished Adjunct Professor of Law and as a Senior Fellow in the Program on Law and Government at American University Washington College of Law from 2018 to 2021. He also served as a Professor of Leadership and a Senior Fellow of the George Washington University Cisneros Hispanic Leadership Institute from 2016 to 2018. From January 2009 to May 2009, he served in the Obama Administration as an Assistant to the President and Director of the White House Military Office. From August 2003 to February 2006, he served as President of The University of New Mexico, where he was also was a tenured member of the law school faculty from August 2003 to December 2010. Previously Mr. Caldera served as a California state legislator and as Secretary of the Army in the Clinton Administration. Mr. Caldera is the co-founder and co-chair of the Presidents’ Alliance on Higher Education and Immigration. He is also a member of the board of directors of Meritage Homes Corporation. He also served on the board of directors of DallasNews Corp. from March 2011 to September 2025. We believe that Mr. Caldera's knowledge and experience in the leadership of large public organizations, regulatory and governmental affairs, together with his legal training and business and public company board experience, qualify him to serve on our Board. Mr. Caldera holds a B.S. degree from the U.S. Military Academy, a M.B.A. from Harvard Business School and a J.D. from Harvard Law School. Age 70.

CONTINUING DIRECTORS WITH TERMS EXPIRING AT THE 2028 ANNUAL MEETING


			J. Timothy Romer			Director since 2025

			Mr. Romer has over 30 years of infrastructure, advisory, and capital markets experience serving in various senior roles at Goldman Sachs and Merrill Lynch, leading the Western Region Public Sector and Infrastructure Investment Banking groups, respectively. After leaving Goldman in 2019, he launched Foundation Infrastructure Opportunities, the infrastructure debt fund of Foundation Credit which focuses on investments in essential public infrastructure, serving as CEO from 2019 to 2022. He then transitioned to a partner role and continues to serve on the Investment Committee. Mr. Romer served as co-chief executive officer, and chief financial officer and head of strategy at Project Canary from 2022 to 2024, a climate data technology company that provides operational and environmental intelligence from emissions monitoring for the energy industry. He also served as chief financial officer for Adexa Inc. from 2000 to 2003, a supply chain optimization software company. Mr. Romer currently serves on the board and has been treasurer of the Chargers Impact Fund since 2020, which supports community-based initiatives throughout Southern California. We believe Mr. Romer’s distinguished career in leadership roles at top-tier financial institutions, expertise in finance and operations, and experience in infrastructure qualify him to serve on our board. Mr. Romer holds a B.S. degree in Industrial Engineering from Stanford University, and an M.B.A. from the Wharton School of the University of Pennsylvania. Age 64.

INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Committees of the Board

The following chart shows the standing committees of the Board of Directors, the current membership of the committees and the number of meetings held by each committee in 2025.

Audit /

Compliance

Compensation

Nominating and

Corporate

Governance

Risk

Louis E. Caldera(1)

Chair

✔

Molly C. Campbell(1)

✔

Chair

Carlos M. Hernandez(1)

✔

Alan P. Krusi(1)

✔

Chair

Kyle T. Larkin

Celeste B. Mastin(1)

✔

Michael F. McNally(1)(2)

Laura M. Mullen(1)

Chair

✔

J. Timothy Romer(1)

✔

Number of Meetings in 2025

(1) Independent directors pursuant to the listing standards of the NYSE.

(2) Board Chair.

Audit/Compliance Committee

All members of the Audit/Compliance Committee are non-employee directors who are determined by the Board to be independent under the listing standards of the NYSE. Each member also satisfies the independence requirements for audit committee members of public companies established by the Securities and Exchange Commission (“SEC”). The Board has determined that Ms. Mullen meets the criteria as an audit committee financial expert as defined by SEC rules. The Board of Directors has also determined that all members of the Audit/Compliance Committee are financially literate as required by the listing standards of the NYSE. The Audit/Compliance Committee has direct responsibility for risk oversight related to accounting matters, financial reporting, enterprise, legal and compliance and cybersecurity risks. A more complete description of the risk responsibility, functions and activities of the Audit/Compliance Committee can be found under “Board Leadership Structure and its Role in Risk Oversight” and in “Report of the Audit/Compliance Committee” as well as in the Audit/Compliance Committee charter. The Audit/Compliance Committee charter is available on Granite's website. See “Granite Website” below.

Compensation Committee

All members of the Compensation Committee are non-employee directors who are determined by the Board to be independent under the listing standards of the NYSE. The Compensation Committee reviews and approves all aspects of compensation for our Chief Executive Officer and our other executive officers and recommends any changes to director compensation to the Board. In addition, the Compensation Committee is responsible for monitoring risk related to employment policies and our compensation and benefit systems, including consideration of whether any risks associated with such policies and systems are likely to have a material adverse effect on Granite. The Compensation Committee also reviews our overall compensation plans and strategies and, with respect to certain compensation plans, makes recommendations to the Board for their consideration and approval. The Compensation Committee also oversees and implements our clawback policy. The Compensation Committee has determined that the Company’s annual incentive compensation should partially be tied to safety. Granite uses two safety metrics, the OSHA Recordable Incident Rate (“ORIR”) and the Days Away, Restricted, or Transferred (“DART”) Rate, which are nationally recognized metrics, to monitor and manage safety performance and to benchmark its safety performance against the construction industry for incentive compensation purposes. For additional information regarding how safety metrics are used in Granite’s annual incentive plan, see “Compensation Discussion and Analysis—2025 AIP Performance Measures.” Our Chief Executive Officer attends Compensation Committee meetings and recommends annual salary levels, incentive compensation and payouts for other executive officers for the Compensation Committee's approval. The Compensation Committee also administers the Company’s equity incentive plan. The Compensation Committee may delegate any of its responsibilities to

a subcommittee composed of one or more members of the Committee. The Compensation Committee charter is available on Granite's website. See “Granite Website” below.

Nominating and Corporate Governance Committee

All members of the Nominating and Corporate Governance Committee are non-employee directors who are determined by the Board to be independent under the listing standards of the NYSE. The Nominating and Corporate Governance Committee develops and recommends corporate governance principles and practices to the Board and oversees the management of risks which are mitigated by these principles and practices. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board amended its corporate governance guidelines and policies to incorporate an over boarding policy that limits the number of public company boards that the Company’s directors can serve on to no more than four and the number of public company boards that the Company’s directors who serve as executive officers of public companies can serve on to no more than two.

The Nominating and Corporate Governance Committee recommends and nominates persons to serve on the Board and has undertaken a thoughtful approach to board refreshment through the Board nomination and evaluation process and retirement policy. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing management succession planning and discusses management succession with the Board Chair and Chief Executive Officer and periodically reports to the Board on management succession planning. The Nominating and Corporate Governance Committee also oversees the annual evaluations of the Board and certain senior executive officers of the Company. These annual evaluations of the Board are conducted through questionnaires, which include a self-assessment, an assessment of the effectiveness of the Board and committees and a peer evaluation.

The Nominating and Corporate Governance Committee is responsible for overseeing the Company’s environmental, social and governance (“ESG”) strategy, initiatives and policies, and related risks which are integrated into Granite's enterprise risk management system. The Nominating and Corporate Governance Committee oversees management’s preparation of the Company’s annual Sustainability Reports, and management recommends the Sustainability Report to the Nominating and Corporate Governance Committee and Board of Directors for approval. Beginning with the Company’s 2020 Sustainability Report, Granite has aligned its sustainability reporting with the framework established by the Task Force on Climate-related Financial Disclosures and uses industry specific metrics, including those identified by the Sustainability Accounting Standards Board, to support performance, tracking and reporting. Granite is continuing to leverage its commitment to sustainability as a competitive advantage to create value for stakeholders.

The Nominating and Corporate Governance Committee's policy for considering director candidates, including shareholder recommendations, is discussed in more detail below under the heading “Board of Directors' Nomination Policy.” This policy and the Nominating and Corporate Governance Committee charter and Granite’s Sustainability Reports are available on Granite's website. See “Granite Website” below.

Risk Committee

All members of the Risk Committee are non-employee directors who are determined by the Board of Directors to be independent under the listing standards of the NYSE. The Risk Committee is responsible for overseeing the Company’s strategic, operational and health, safety and environmental compliance risks. The Risk Committee is also responsible for, among others things, overseeing Granite’s strategic planning process, management’s adoption and implementation of enterprise risk management policies and procedures, and the Company’s bid and proposal strategy for high risk contracts. The Risk Committee charter is available on Granite's website. See “Granite Website” below.

Role of the Compensation Consultant

The Compensation Committee directly retained the services of Frederic W. Cook & Co., Inc. (“FW Cook”) to provide advice and recommendations to the Compensation Committee on executive officer and Board of Director compensation programs.

FW Cook provided services to the Compensation Committee during 2025 which included, but were not limited to, the following:

•Attended meetings of the Compensation Committee as the Compensation Committee’s advisor;

•Reviewed the Company’s executive compensation benchmarking peer group and recommended changes for the Compensation Committee's consideration;

•Evaluated the competitive positioning of Granite’s executive officers' base salaries, annual incentive and long-term incentive compensation;

•Advised on target award levels within the annual and long-term incentive program and, as needed, on actual compensation actions for the Named Executive Officers;

•Provided advice on the design of Granite's annual and long-term incentive plans, including the performance measures and performance targets for the annual and long-term incentive programs;

•Advised on other executive compensation policies and practices such as the clawback policy, executive perquisites, and aggregate equity grant practices;

•Assisted with the preparation of the Company's “Compensation Discussion and Analysis”;

•Provided the Compensation Committee with an update on executive compensation trends and regulatory developments to inform the compensation planning process for 2025; and

•Assessed the potential for material risk within Granite's compensation policies and practices for all employees, including executive officers.

Based in part on the policies and procedures FW Cook and the Compensation Committee have in place, the Compensation Committee believes that the advice it receives from the executive compensation consultant, a FW Cook representative, is objective and independent. These policies and procedures include:

•FW Cook’s professional standards prohibit the executive compensation consultant from considering any other relationships FW Cook or any of its affiliates may have with Granite in rendering his or her advice and recommendations;

•FW Cook does not provide any services to Granite other than executive and non-employee director compensation advisory work conducted on behalf of the Committee;

•The Compensation Committee has the sole authority to retain and terminate the executive compensation consultant;

•The executive compensation consultant has direct access to the Compensation Committee without management intervention;

•The Compensation Committee evaluates the quality and objectivity of the services provided by the executive compensation consultant each year and determines whether to continue to retain the consultant; and

•The protocols for the engagement limit how the executive compensation consultant may interact with management.

In retaining FW Cook, the Compensation Committee considered the six factors set forth in Rule 10C-1(b)(4)(i) through (vi) of the Securities Exchange Act of 1934 (the “Exchange Act”) and its charter and concluded that no conflict of interest existed that would prevent FW Cook from serving as an independent compensation consultant to the Compensation Committee.

While it is necessary for the executive compensation consultant to interact with management to gather information, the Compensation Committee has adopted protocols governing if and when the executive compensation consultant's advice and recommendations can be shared with management. These protocols are included in the Compensation Committee’s engagement letters with FW Cook. The Compensation Committee also determines the appropriate forum for receiving the executive compensation consultant's recommendations. Where appropriate, management invitees are present to provide context for the recommendations.

Compensation Committee Interlocks and Insider Participation

During 2025, Mr. Caldera, Ms. Campbell, Mr. Darnell, and Ms. Mastin served as members of the Compensation Committee. No member of the Compensation Committee (1) was, during the fiscal year ended December 31, 2025, or had previously been, an officer or employee of the Company or (2) had any material interest in a transaction of the Company or a business relationship with, or any indebtedness to, the Company. None of our executive officers have served as members of a board of directors or compensation committee of any other entity that has an executive officer serving as a member of our Board of Directors or Compensation Committee.

The Lead Director and Executive Sessions

Our bylaws and Corporate Governance Guidelines provide that in the event the Board Chair does not meet the independence requirements of the listing standards of the NYSE, the independent directors shall elect an independent director to serve as Lead Director for a one-year term or until his or her successor is elected or qualified or until such time, if earlier, at which an independent Board Chair is elected. Because Michael F. McNally, the current Board Chair, is an independent director, we currently do not have a Lead Director. In his capacity as Board Chair, Mr. McNally chairs all Board meetings, sets the agenda for the Board meetings, and presides over all executive sessions of the non-employee members of the Board.

Board Leadership Structure and Its Role in Risk Oversight

The Board of Directors has determined that having an independent director serve as the Board Chair is in the best interest of Granite and its shareholders at this time. The Board believes that having a strong independent director serve as Board Chair promotes greater oversight of Granite by the independent directors and provides for greater management accountability. The structure ensures more active participation by the independent directors in setting the Board's agenda and establishing the Board's priorities. However, the Board, in accordance with its Corporate Governance Guidelines and Policies, retains the flexibility to decide, as new circumstances arise, whether or not to combine or separate the position of Board Chair and principal executive officer.

As with all companies, we face a variety of risks in our business. Our Board of Directors is responsible for oversight of our Company's risks, and effective risk management is a top priority of the Board and management. The Board believes that having a system in place for risk management and implementing strategies responsive to our risk profile and exposures will adequately identify our material risks in a timely manner. In order to more efficiently manage these risks, the Board has delegated certain risk management oversight responsibilities to the Board committees as follows:

The Audit/Compliance Committee has direct responsibility for risk oversight relating to accounting matters, financial reporting, enterprise, legal and compliance and cybersecurity risks. Our Vice President of Internal Audit and independent registered public accounting firm, PricewaterhouseCoopers LLP, report directly to, and meet with, the Audit/Compliance Committee on a regular basis. The Audit/Compliance Committee and the Board also receive regular reports from our Chief Financial Officer, Corporate Controller, Treasurer, Chief Legal Officer (who is responsible for managing our risk management function and who serves as our Corporate Compliance Officer), and Chief Technology Officer (who is responsible for managing cybersecurity risk and risks associated with the adoption of artificial intelligence). The Audit/Compliance Committee and the Board also meet periodically with management to review the Company's major financial risk exposures and the steps that management has taken to monitor and control such exposures, which include the Company's risk assessment and risk management policies.

The Compensation Committee is responsible for overseeing the management of risks which are mitigated by our employment policies and our compensation and benefits systems, and the Nominating and Corporate Governance Committee oversees the management of risks which are mitigated by our Corporate Governance Guidelines and Policies, including compliance with listing standards for independent directors and committee assignments. Additionally, the Nominating and Corporate Governance Committee oversees risks related to ESG matters. The Risk Committee is responsible for overseeing the Company’s strategic, operational and health, safety and environmental compliance risks.

The committee chairs report on risk-related matters to the full Board from time to time as appropriate.

BOARD OF DIRECTORS' NOMINATION POLICY

Evaluation Criteria and Procedures

Members of the Board of Directors of Granite are divided into three classes and are nominated for election for staggered three-year terms. The Board, its members, its committee structure and its performance are reviewed on an annual basis. Evaluations for director nominees are conducted annually by the Nominating and Corporate Governance Committee and are generally made on the basis of observations responses to surveys, questionnaires and evaluation forms circulated to directors annually.

Also included in this review is a careful evaluation of the diversity of skills and experience of Board members weighed against Granite's current and emerging operating and strategic challenges and opportunities. The Board of Directors makes every effort to nominate individuals who bring a variety of complementary skills and, as a group, possess the appropriate skills and experience to oversee our business. The Company intends to recruit and select director candidates whose capabilities, including their educational background, their work and life experiences, their diversity of experiences and perspectives, and their demonstrated records of performance will have the balance of expertise and judgment required for the Company’s long-term performance and growth. The Nominating and Corporate Governance Committee considers diversity in its broadest sense, including diversity in professional and life experiences, education, skills, perspectives and leadership, as well as other individual qualities and attributes that contribute to Board heterogeneity.

Current Board members whose performance, capabilities, and experience meet Granite's expectations and needs are nominated for re-election in the year of their respective term's completion. In accordance with Granite's Corporate Governance Guidelines and Policies, Board members who became a director during or after 2021 will not be re-nominated and no proposed candidate will be nominated if the nominee’s 75th birthday occurs prior to the annual meeting of shareholders in the year of re- nomination or nomination. Moreover, Directors who became a director during or after 2021 will retire no later than the first annual meeting of shareholders immediately following their 75th birthday. Board members who became a director before 2021 will not be re-nominated if the nominee’s 72nd birthday occurs prior to the annual meeting of shareholders in the year of re-nomination. Moreover, for any individual who became a director before 2021, such individual will retire no later than the first annual meeting of shareholders immediately following their 72nd birthday. Additionally, the Board believes having a term limit of 15 years for independent directors who join the Board after January 1, 2024 is a prudent way to ensure that fresh ideas, skills and perspectives are represented on the Board. As a result, no individual who joined the Board after January 1, 2024 will be re-nominated if the nominee has served on the Board for more than 15 years in the year of re-nomination. Moreover, a director who joined the Board after January 1, 2024 will retire no later than the first annual meeting of shareholders immediately following their 15th anniversary of being on the Board. The mandatory retirement age and term limit will not apply to an employee director who continues to serve as an employee of Granite.

Each member of the Board of Directors must meet a set of core criteria, referred to as the “three C's”: Character, Capability and Commitment. Granite was founded by persons of outstanding character, and it is Granite's intention to ensure that it continues to be governed by persons of high integrity and worthy of the trust of its shareholders. Further, Granite intends to recruit and select persons whose capabilities, including their educational background, their work and life experiences, their diversity of experiences and perspectives, and their demonstrated records of performance will have the balance of expertise and judgment required for its long-term performance and growth. Finally, Granite will recruit and select only those persons who demonstrate they have the commitment to devote the time necessary to appropriately discharge their responsibilities and to prepare for and, to the extent possible, attend and participate in all meetings of the Board and Committees on which they serve.

In addition to the three C's, the Board recruitment and selection process assures that the Board composition meets all of the relevant standards for independence and specific expertise. For each new recruitment process, a set of specific criteria is determined by the Nominating and Corporate Governance Committee with the assistance of the Board Chair and in certain circumstances a search firm. These criteria may specify, for example, the type of industry or geographic experience that would be useful to maintain and improve the balance of skills and knowledge on the Board. After the search criteria are established, appropriate candidates are sought out, including through the contacts of the current directors and officers, and in certain circumstances those of a search firm. The credentials of a set of qualified candidates provided by the search process are submitted for screening by the Nominating and Corporate Governance Committee, the Board Chair and the Chief Executive Officer. Based on this review, the Nominating and Corporate Governance Committee invites the top candidates for personal interviews with the Nominating and Corporate Governance Committee and others as appropriate.

Normally, the search, review and interview process results in a single nominee to fill a specific vacancy. However, a given search may be aimed at producing more than one nominee, or the search for a single nominee may result in multiple

candidates of such capability and character that multiple candidates might be nominated and the Board may be expanded accordingly.

It is Granite's intention that this search and nomination process consider qualified candidates referred by a wide variety of sources, including all of Granite's constituents - its customers, employees, shareholders, and members of the communities in which it operates. The Nominating and Corporate Governance Committee is responsible for assuring that relevant sources of potential candidates have been appropriately canvassed.

Shareholder Recommendation and Direct Nomination of Board Candidates

Granite will review and consider for nomination any candidate for membership to the Board recommended by a shareholder, utilizing the same evaluation criteria and selection process described in “Evaluation Criteria and Procedures” above. Shareholders wishing to recommend a candidate for consideration in connection with an election at a specific annual meeting of shareholders should notify Granite well in advance of the meeting date to allow adequate time for the review process and preparation of the proxy statement.

In addition, Granite’s bylaws provide that any shareholder entitled to vote in the election of directors may directly nominate a candidate or candidates for election at a meeting provided that timely notice of his or her intention to make such nomination is given. To be timely, a shareholder nomination for a director to be elected at an annual meeting of shareholders must be received at Granite’s principal office, addressed to the Corporate Secretary, no less than 120 days prior to the first anniversary of the date the proxy statement for the preceding year’s annual meeting of shareholders was released to shareholders, and must contain the information and comply with the requirements specified in our bylaws. If no meeting was held in the previous year, the date of the annual meeting of shareholders is changed by more than 30 calendar days from the previous year, or in the event of a special meeting, to be on time, the notice must be delivered by the close of business on the tenth day following the day on which notice of the date of the meeting was mailed or public announcement of the date of the meeting was made.

To be timely, a shareholder nomination for a director to be elected at the 2027 annual meeting of shareholders must be received at Granite’s principal office, addressed to the Corporate Secretary, on or before December 24, 2026. For further information, see “Shareholder Proposals to be Presented at the 2027 Annual Meeting of Shareholders.”

Director Independence

Under the listing standards of the NYSE, a director is considered independent if the Board determines that the director has no material relationship with Granite. In determining independence, the Board considers pertinent facts and circumstances including commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others. The Board follows these guidelines, established by the NYSE, when assessing the independence of a director:

•A director who, within the last three years is, or has been, an employee of Granite or whose immediate family member is, or has been within the last three years, an executive officer of Granite, may not be deemed independent until three years after the end of such employment relationship. Employment as an interim Chair or Chief Executive Officer or other executive officer shall not disqualify a director from being considered independent following that employment.

•A director who has received, or has an immediate family member who has received, during any twelve-month period within the last three years more than $120,000 in direct compensation from Granite, other than director and committee fees, and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), may not be deemed independent. Compensation received by a director for former service as an interim Chair or Chief Executive Officer or other executive officer, and compensation received by an immediate family member for service as an employee of Granite (other than an executive officer), will not be considered in determining independence under this test.

•The following directors may not be deemed independent: (a) a director who is a current partner or employee of a firm that is Granite's internal or external auditor; (b) a director who has an immediate family member who is a current partner of such a firm; (c) a director who has an immediate family member who is a current employee of such a firm and who personally works on Granite's audit; or (d) a director or immediate family member who was within the last three years a partner or employee of such a firm and personally worked on Granite's audit within that time.

•A director who, or whose immediate family member, is or has been within the last three years, employed as an executive officer of another company where any of Granite's present executive officers at the same time serves or served on that company's compensation committee may not be deemed independent.

•A director who is a current employee, or whose immediate family member is a current executive officer, of a company that has made payments to, or received payments from, Granite for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company's consolidated gross revenues for that fiscal year may not be deemed independent.

The Board reviews the independence of all non-employee directors every year. For the review, the Board relies on information from responses to questionnaires completed by directors and other sources. Directors are required to immediately inform the Nominating and Corporate Governance Committee of any material changes in their or their immediate family members' relationships or circumstances that could impact or change their independence status.

The following non-employee directors are independent under the listing standards of the NYSE: Louis E. Caldera, Molly C. Campbell, Carlos M. Hernandez, Alan P. Krusi, Celeste B. Mastin, Michael F. McNally, Laura M. Mullen, and J. Timothy Romer.

Board and Annual Shareholder Meeting Attendance

During 2025, the Board of Directors held 7 meetings. Each of the directors attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings of any committee(s) on which he or she served. Except for irreconcilable conflicts, directors are expected to attend the annual meeting of shareholders.

The annual meeting attendance policy is a part of Granite's Board of Directors Corporate Governance Guidelines and Policies, and is posted on Granite's website. See “Granite Website” below. All nine directors then in office attended Granite's 2025 annual meeting of shareholders.

Communications with the Board

Any shareholder wishing to communicate with the Board of Directors, or any particular director, including the Board Chair or, if applicable, the Lead Director, should do so by mailing any such correspondence to the Board of Directors or the particular director at c/o General Counsel, Granite Construction Incorporated, P.O. Box 50085, Watsonville, CA 95077-5085. All first class correspondence will be collected and forwarded unopened to the addressee. The Company’s Communications with the Board of Directors Policy is posted on Granite's website. See “Granite Website” below.

Corporate Governance Guidelines and Policies

Granite's Board of Directors is subject to the Board of Directors Corporate Governance Guidelines and Policies. The Board of Directors Corporate Governance Guidelines and Policies is available on our website. See “Granite Website” below.

Our Corporate Governance Guidelines and Policies include a director resignation policy in the event a Director nominee does not receive a majority of the votes cast in an election of Directors where the number of nominees is equal to the number of Directors to be elected (an “Uncontested Election”). The policy states that promptly after receiving notice that the Director nominee has not received the requisite majority vote in an Uncontested Election, the Director nominee shall tender his or her resignation to the Board of Directors. The Nominating and Corporate Governance Committee (excluding the Director who tendered the resignation) shall then make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors (excluding the Director who tendered the resignation) shall evaluate such recommendation in light of the best interests of the Company and its shareholders, and shall decide whether to accept or reject the resignation, or whether other action should be taken. In reaching its decision, the Board of Directors may consider any factors it deems relevant, including but not limited to the resigning Director’s qualifications, past and anticipated future contributions to the Company as well as the overall composition of the Board of Directors and whether accepting the tendered resignation would cause the Company to fail to meet any rule or regulation (inclusive of listing standards and federal securities laws). The Board of Directors shall act on the tendered resignation and publicly disclose its decision and the rationale behind it within 90 days after the inspector’s certification of the election results. If the Board of Directors elects to reject the resignation, the then incumbent Director will continue to serve until the next annual meeting of shareholders at which his or her term expires. Any vacancies in the Board of Directors resulting from a Director not receiving a majority vote and the Board accepting his or her resignation shall be filled in accordance with the bylaws.

Insider Trading Policy and Employee, Officer and Director Hedging

The Company's Insider Trading Policy, which is reasonably designed to promote compliance with insider trading laws, rules, regulations, and applicable listing standards: (1) governs the purchase, sale and/or other disposition of our securities by our directors, officers, employees, and the Company, and (2) prohibits our directors, officers and employees from engaging in hedging transactions with respect to Company securities. The policy prohibits transactions, other than a current sale transaction, that are designed to protect a holder of securities from a possible decline in the value of such securities, including puts, options, swaps, zero-cost collars, forward sale contracts or similar instruments or arrangements.

Code of Conduct

Granite's Code of Conduct applies to all Granite employees, including the Chief Executive Officer and the Chief Financial Officer, and to the Board of Directors. The Code of Conduct is available on Granite's website. We will also post any amendments to the Code of Conduct, or waivers of the application of provisions of the Code of Conduct to any of our directors or executive officers, on our website. See “Granite Website” below.

Granite Website

The following charters and policies are available on Granite's website at www.graniteconstruction.com at the “Investors” site, then under “Corporate Governance”: the Audit/Compliance Committee Charter, the Nominating and Corporate Governance Committee Charter, the Compensation Committee Charter, the Risk Committee Charter, the Board of Directors Corporate Governance Guidelines and Policies, the Board of Directors' Nomination Policy, and the Communication with the Board of Directors Policy. The Company’s Sustainability Reports are available on Granite’s website at www.graniteconstruction.com at the “Company” site, then under “Sustainability.” The information included in Granite’s Sustainability Reports is not incorporated into, and is not part of, this proxy statement. You can also obtain copies of these charters and policies and Granite’s Sustainability Reports, without charge, by contacting Granite's Investor Relations Department at 831.724.1011. The Code of Conduct is available on Granite's website at www.graniteconstruction.com at the “Company” site under “Code of Conduct.” You can obtain a copy of the Code of Conduct and any amendments to the Code of Conduct, without charge, by contacting Granite's Human Resources Department at 831.724.1011.

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Board of Directors is asking shareholders to approve an annual advisory resolution on executive compensation. The Board of Directors is providing such vote pursuant to Section 14A of the Exchange Act. The advisory vote is a non-binding vote on the compensation of our Named Executive Officers. The vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and practices described in this proxy statement. The text of the resolution to be voted on at the Annual Meeting is as follows:

Resolved, that the shareholders of Granite Construction Incorporated approve, on an advisory basis, the compensation of the Company's Named Executive Officers as disclosed in the proxy statement for the Company's 2026 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Exchange Act (which disclosure includes the Compensation Discussion and Analysis section, the Summary Compensation Table for 2025, and the related compensation tables and narrative disclosure within the Executive and Director Compensation and Other Matters section of the proxy statement).

The Company urges you to read the disclosure under “Compensation Discussion and Analysis,” which discusses how our compensation policies and procedures implement our pay-for-performance compensation philosophy. You should also read the Summary Compensation Table and other related compensation tables and narrative disclosure which provide additional details about the compensation of our Named Executive Officers. We have designed our executive compensation structure to attract, motivate, and retain executives with the skills required to formulate and implement the Company's strategic objectives and grow sustainable shareholder value. We believe that our executive compensation program is reasonable, competitive, and strongly focused on pay for performance principles, and provides an appropriate balance between risk and incentives. In particular, key elements of our executive compensation program are:

•Total direct compensation generally is targeted within the range of the 50th percentile of comparable positions in the market;

•Individual executive pay levels are based on market data, experience, tenure, and impact on business and financial results;

•Short-term and long-term goals are aligned with interests of shareholders, with cash and stock-based incentives earned upon the attainment of pre-established financial and non-financial goals;

•A comprehensive benefits program which is also available to all salaried employees and includes: medical, dental, vision, life, accidental death and dismemberment insurance, short-term and long-term disability insurance, 401(k) Plan, Employee Stock Purchase Plan, health and wellness benefits, paid vacation and holiday pay; and

•Eligibility, along with other management employees, to participate in our Non-Qualified Deferred Compensation (“NQDC”) Program.

The vote regarding the compensation of the Named Executive Officers described above, referred to as a “Say on Pay advisory vote,” is advisory, and is therefore not binding on the Company, the Compensation Committee or the Board of Directors. Although non-binding, the Compensation Committee and the Board of Directors value the opinions that shareholders express in their votes and will review the voting results and take them into consideration when making future decisions regarding our executive compensation programs as they deem appropriate. We currently hold an advisory vote on the compensation of our Named Executive Officers every year. We expect to hold our next advisory vote on the compensation of our Named Executive Officers at our 2027 Annual Meeting.

BOARD OF DIRECTORS’ RECOMMENDATION

The Board of Directors unanimously recommends a vote “FOR” the approval of the compensation of the Named Executive Officers as disclosed in this proxy statement and as described pursuant to the compensation disclosure rules of the Exchange Act.

EXECUTIVE AND DIRECTOR COMPENSATION AND OTHER MATTERS

COMPENSATION DISCUSSION AND ANALYSIS

Objective of the Compensation Program

The market for executive talent is highly competitive and the objective of our executive compensation program is to attract, motivate and retain talented, creative and experienced executives with the skills and leadership qualities necessary to compete in the marketplace, formulate and implement the Company’s strategic objectives, deliver consistent financial and operational performance and grow sustainable shareholder value. The Compensation Committee believes that an effective way to enhance Granite's performance is through variable compensation structured to align our executives’ interests with the Company’s short and long-term performance objectives. Key elements of the executive officer program are as follows:

•Total direct compensation generally is targeted within the range of the 50th percentile of comparable positions in the market;

•Individual executive pay levels are based on market data, experience, tenure and impact on business and financial results;

•Short-term and long-term goals are aligned with interests of shareholders, with cash and stock-based incentives earned upon the attainment of pre-established financial and non-financial goals;

•A comprehensive benefits program which includes: medical, dental, vision, life, accidental death and dismemberment insurance, short-term and long-term disability insurance, 401(k) Plan, Employee Stock Purchase Plan, health and wellness benefits, paid vacation and holiday pay; and

•Eligibility, along with other management employees, to participate in our NQDC Program.

Executive Officer Compensation Program

We conduct “Say on Pay” shareholder advisory votes, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and SEC rules. Our Board has determined to hold a Say on Pay vote on an annual basis, consistent with the results of the most recently held advisory vote regarding the frequency of Say on Pay votes. This resulted in the approval of the compensation of our Named Executive Officers for 2024 by approximately 95% of the votes cast. The Compensation Committee considers these voting results when planning compensation for subsequent years and believes the results affirm the Company’s executive compensation pay levels, programs and policies. Accordingly, the Compensation Committee did not adopt any changes to this program as a result of this vote, although the Compensation Committee is continually evaluating our executive compensation to further align the program with shareholders’ interests.

We use a balanced approach to compensation with a variety of pay elements to support the attraction and retention of key executive talent and to reward the achievement of both short and long-term goals, as described below:


Compensation Element	Purpose	How this Links to Performance
Base Salary	Provides competitive market fixed income reflective of an executive’s role, responsibility, qualifications and experience.	Annually, the Compensation Committee reviews individual performance and market data and adjusts base salary accordingly. Fixed income reduces risk by providing regular salary compensation paid to executives.
Short-Term Incentive
Annual Incentive Award	Rewards achievement of the Company's rigorous annual performance goals.	Variable income links compensation to the Company's financial and operational performance. Short-term incentive is paid only upon the achievement of pre-established performance goals that support execution of the Company's long-term strategic plan.
		•80% Adjusted Earnings before Interest, Taxes, Depreciation, and Amortization (“EBITDA”)
		•20% Adjusted Operating Cash Flow as a % of Revenue ("OCF")
		•Safety Multiplier
		•Individual Performance Modifier
Long-Term Incentive
75% Performance Based Award	Rewards growth of shareholder value and successful execution of the Company's long-term strategic plan. Promotes stock price value creation.	Variable income links compensation to the Company's financial performance. Performance-based long-term incentive is paid only upon the achievement of pre-established performance goals measured over a three-year period. Payment is made following the end of the three-year performance period in the form of Restricted Stock Units (“RSUs”) that cliff vest 10 days after grant.
		•67% Relative TSR (50% of total LTI opportunity)
		•33% Capital Efficiency Return on Net Operating Assets ("RONA") (25% of total LTI opportunity)
25% Time Based Award	Provides retention tool that aligns long- term interests of executive with shareholders and rewards sustained long- term performance.	25% of long-term award is time-based with ratable vesting over three years.

The following table identifies our 2025 Named Executive Officers:


Named Executive Officer			Title as of December 31, 2025
Kyle T. Larkin			President and Chief Executive Officer (“CEO”)
Staci M. Woolsey			Executive Vice President and Chief Financial Officer (“CFO”)
Michael G. Tatusko			Senior Vice President, Construction
Brian R. Dowd			Senior Vice President, Construction
Bradley J. Williams			Senior Vice President, Construction

James A. Radich(1)			Former Executive Vice President and Chief Operating Officer (“COO”)

(1) Mr. Radich ceased to serve as an executive officer effective July 4, 2025.

Annual Review of Executive Compensation and Practices

The Compensation Committee and its compensation consultant annually conduct a comprehensive review of the Company’s executive compensation programs, policies and practices. The compensation consultant may recommend changes to the Compensation Committee based on market and corporate governance best practices.

Role of the Compensation Committee and CEO in Determining Executive Compensation

The Compensation Committee is actively engaged in the design and approval of all elements of the compensation program for our executive officers. Target total direct compensation, incentive program design and potential payouts are determined with assistance and recommendations from the compensation consultant as discussed below. The annual salary levels, incentive compensation targets and potential payouts of the executive officers other than the CEO are reviewed and approved by the Compensation Committee based on recommendations of the CEO and the compensation consultant. The Compensation Committee determines the compensation of the CEO and the CEO does not participate in any deliberations regarding his own compensation. For a detailed explanation, please refer to “Information About the Board of Directors and Corporate Governance — Committees of the Board of Directors — Compensation Committee.”

Role of the Compensation Consultant

The Compensation Committee retained the services of FW Cook as its compensation consultant to provide advice and recommendations on executive officer and Board of Director compensation programs. The compensation consultant attended Compensation Committee meetings and provided guidance and expertise on competitive pay practices and plan designs that are consistent with the key objectives of the compensation program. For a detailed explanation, please refer to “Information About the Board of Directors and Corporate Governance — Role of the Compensation Consultant.”

Annual Risk Assessment

The Compensation Committee in consultation with its independent compensation consultant, annually reviews the balance between risk and reward in the design of the executive officer and broader employee incentive compensation programs. The AIP and LTIP utilize a portfolio of performance metrics across the Company designed to balance short- and long-term financial objectives and generate sustainable shareholder value. Performance goals are set as a range for each objective with a maximum payout opportunity assigned to each performance goal. The Compensation Committee carefully reviews incentive plan goals to ensure the appropriate levels of difficulty and reviews the financial performance of Granite and its peers to ensure performance goals and payout opportunities are appropriately calibrated. The performance measures, threshold and maximum payout opportunities and the calibration of achievability of incentive plan goals are all designed to help ensure that the incentive plans appropriately balance risk and reward, limiting excessive risk-taking and the potential for windfall payouts. Finally, the Company maintains several risk mitigating governance policies such as executive stock ownership guidelines, anti-hedging/pledging policies and a clawback policy. As a result of the above, the Compensation Committee believes that the compensation program is not reasonably likely to have a material adverse effect on the Company.

Market Data Considered in Determining Executive Compensation for 2025

Each year the Compensation Committee reviews available industry compensation data to establish competitive compensation levels which will reward our executive officers if performance targets are achieved. Benchmark data was obtained in 2024 from a peer group consisting of eighteen public companies representing the construction, engineering, and/or construction materials industries. The Compensation Committee believes that industry-specific companies are the most appropriate source of benchmark data as they are most representative of Granite’s market for talent. The data from the peer group of eighteen public companies is used by the Compensation Committee to establish base salary, target total cash and long-term incentive compensation levels. As an additional market reference point, the Compensation Committee reviews national, general industry survey data based on each executive’s functional role and revenue responsibility.

Peer Group of Public Companies

The eighteen public companies selected for the peer group to inform 2025 target total direct compensation levels are in the construction, engineering, and/or construction materials industries and compete for executive talent in the same market as Granite. For 2025, the Compensation Committee approved the removal of Cornerstone Building Brands because it was acquired, and the addition of Knife River. At the time the peer group was approved, Granite’s trailing 4-quarter revenues were at the 47th percentile of the peer group and the Company’s 12-month average market capitalization was at the 24th percentile of the peer group. The trailing 4-quarter median revenue of the approved peer group was $3.9 billion (versus $3.6 billion for Granite) and the median 12-month average market capitalization was $3.5 billion (versus $2.0 billion for Granite).

The table below names each of the companies in the peer group that informed 2025 target compensation levels.


Arcosa	EMCOR Group Inc.	MasTec, Inc.	Tetra Tech
Comfort Systems USA, Inc.	Great Lakes Dredge and Docks	MYR Group, Inc.	Tutor Perini Corporation
Construction Partners, Inc.	IES Holdings	Primoris Services Corporation	Valmont Industries, Inc.
Dycom Industries, Inc.	KBR, Inc.	Sterling Infrastructure*
Eagle Materials	Knife River	Summit Materials

*Formerly known as Sterling Construction.

COMPENSATION ELEMENTS

Base Salary

Base salaries are essential to attract and retain our leadership and provide our Named Executive Officers a stable level of wages as the other components of their compensation are not guaranteed and are based on Company performance. Annually, the CEO reviews compensation for the executive officers (other than for himself) and makes recommendations to the Compensation Committee based on responsibility, tenure, and individual performance. The Compensation Committee considers these recommendations, as well as benchmarking comparisons prepared by the compensation consultant and sets the base salaries with reference to the peer group market median for the executive officers, including the CEO. Following this review for 2025, the Compensation Committee increased base salaries based on performance and to bring them into closer alignment with market median rates. The Named Executive Officer base salaries for 2025 were slightly below the peer median data in aggregate for our Named Executive Officers and varied by each Named Executive Officer and their role. Outside of its normal course review, the Compensation Committee reviews executive officer compensation in connection with promotions, or other significant events.

Base Salaries


Named Executive Officer	2024 Base Salaries	2025 Base Salaries	% Increase
Kyle T. Larkin	$975,000	$1,000,000	2.6%
Staci M. Woolsey(1)	$500,000	$500,000	—%
Michael G. Tatusko	$468,000	$486,720	4.0%
Brian R. Dowd	$426,400	$443,456	4.0%
Bradley J. Williams	$468,000	$486,720	4.0%
James A. Radich(2)	$546,000	$546,000	—%

(1) Ms. Woolsey’s base salary was increased to $500,000 in September 2024 at the time of her promotion to Executive Vice President and Chief Financial Officer, with no further changes made during 2025.

(2) Mr. Radich ceased to serve as an executive officer effective July 4, 2025.

2025 Annual Incentive Plan

Annual incentive awards are an integral component of our executive compensation program. The Named Executive Officers participate in the AIP where their annual incentive compensation is determined by overall company financial and safety performance. The Compensation Committee considers the annual operating plan and strategic objectives set at the beginning of the year when determining performance measures and goals. As in prior years, performance against Company safety objectives served as a modifier to the calculated bonus based on Company financial performance. As part of the 2025 incentive compensation performance metric review, the Compensation Committee approved an individual performance modifier to the Annual Incentive Plan to differentiate performance among executives when desired. The Compensation Committee may adjust each NEO’s compensation under the Annual Incentive Plan based on individual performance that can modify the calculated award by plus or minus 10%. These adjustments are based on an assessment of the NEO’s performance, including contributions to the successful achievement of annual key performance goals, leadership within their area of responsibility, and strategic planning.

Annual Incentive Opportunity

As presented in detail below, each Named Executive Officer's targeted annual incentive opportunity is based on external benchmark data for similar positions, their level and responsibility within the organization, and is expressed as a percentage of base salary. The target is set by the Compensation Committee after a review of market median annual incentive target awards of Granite’s peer group and survey data. Pursuant to the terms of the AIP, maximum cash payouts cannot exceed two times the target opportunity. The aggregate AIP target opportunities were slightly below peer group median data for our Named Executive Officers for 2025. All NEO target bonus percentages remained the same from 2024 to 2025. Outside of its normal course review, the Compensation Committee reviews executive officer compensation in connection with promotions or other significant events.

The 2025 AIP opportunities for the Named Executive Officers are presented below.

2025 Annual Incentive Opportunity


Named Executive Officer	Target as % of Base Salary	Threshold	Target	Maximum
Kyle T. Larkin	120%	$600,000	$1,200,000	$2,400,000
Staci M. Woolsey	70%	$175,000	$350,000	$700,000
Michael G. Tatusko	65%	$158,184	$316,368	$632,736
Brian R. Dowd	65%	$144,123	$288,246	$576,493
Bradley J. Williams	65%	$158,184	$316,368	$632,736
James A. Radich(1)	80%	$218,400	$436,800	$873,600

(1) Mr. Radich ceased to serve as an executive officer effective July 4, 2025. Pursuant to the terms of his 2025 Annual Incentive Plan award agreement, he was eligible to receive a prorated payout based on actual results through the end of the applicable performance period. See “Separation Agreement with Mr. Radich” for additional information.

2025 AIP Performance Measures and Results

At the beginning of the annual performance period (January 1st – December 31st), the Compensation Committee approved the 2025 AIP weighting and financial performance goals. The following table describes the 2025 AIP metrics used for our Named Executive Officers.

2025 AIP Performance Measure

EBITDA + OCF

80% + 20%

Safety Multiplier

(90% - 115%)

AIP Payout

Individual

Performance

Modifier

+/- 10%

Total

AIP Payout(1)

(1) Total payout not to exceed two times target.

Performance Measures for 2025

Our annual incentive metrics include EBITDA, OCF, Safety, and individual performance, each of which are important to our overall success in achieving our strategic goals. The rigorous performance goal setting process included reviewing peer data and historical performance with assistance from the Compensation Committee’s executive compensation consultant, FW Cook. For 2025, EBITDA, OCF, and Safety metrics exclude the impacts of the acquisitions of Papich Construction Company, Inc. (“Papich”), Slats Lucas, LLC and Warren Paving, Inc. (collectively, “Warren Paving”), and Cinderlite Trucking Corporation (“Cinderlite”).

EBITDA is defined as GAAP net income attributable to Granite, adjusted for net interest expense, taxes, depreciation, depletion and amortization, which is further adjusted for items pre-approved by the Compensation Committee. For 2025, EBITDA excluded stock-based compensation expense, items that are not related to the Company’s ongoing core business operations such as legal fees arising out of the defense of a former Company officer in his civil litigation with the Securities and Exchange Commission (“SEC”), reorganization costs, and strategic acquisition and integration expenses.

OCF is defined as net cash provided by operating activities calculated in accordance with U.S. GAAP and adjusted for items pre-approved by the Compensation Committee as a percentage of revenue. For 2025, OCF excluded cash impact items that are not related to the Company’s ongoing core business operations such as legal fees arising out of the defense of a former Company officer in his civil litigation with the SEC, as well as acquisition and integration-related expenses.

Safety is one of Granite’s Core Values, and we use safety as a metric in our AIP to align our executive officers with our safety strategy. The Safety performance multiplier includes a severity metric of Days Away, Restricted or Transferred (“DART”) and a frequency metric of OSHA Recordable Incident Rate (“ORIR”). DART and ORIR are weighted 50/50% and applied to the EBITDA and OCF payout results. DART and ORIR are nationally recognized metrics and are used to benchmark safety performance against the construction industry. ORIR tracks all injuries which require OSHA documentation (i.e., those that result in medical treatment, restricted duty or lost time) and represents the number of events per 100 full-time employees. It is calculated by multiplying the number of OSHA recordable injuries (total injuries or lost time injuries) by 200,000 (2,000 hours per employee per year x 100 employees) and dividing by the total number of hours

of employee exposure. The DART rate is designed to track OSHA recordable workplace injuries or illnesses that results in time away from work, restricted job roles, or an employee's permanent transfer to a new position. The DART rate is calculated by taking the number of OSHA Recordable injuries and illnesses that resulted in Days Away, Restricted, Transferred x 200,000 (2,000 hours per employee per year x 100 employees) and dividing by the total number of hours of employee exposure. A 50/50 weighting of these two metrics is calculated to determine the performance and payout multiplier.

Individual Performance Modifier. The Annual Incentive Plan includes an individual performance modifier that allows the Compensation Committee to adjust payouts by up to plus or minus 10%, with total awards capped at 200% of target. This modifier applies to all executives, including the CEO, and is designed to recognize individual performance against pre‑established goals that support the Company’s enterprise‑wide financial and strategic objectives, while reinforcing collaboration and alignment across the executive team. Following a qualitative assessment of individual performance for the year, the Compensation Committee did not modify the annual incentive payouts for the executive officers, including the CEO.

The Compensation Committee considered the Company's annual operating plan for the year in setting threshold, target and maximum performance goals for the EBITDA performance metric. When establishing the OCF threshold, target and maximum performance goals the Compensation Committee considered the Company's annual operating plan and historic performance of the Company’s peer group as a benchmark. The payout based on Company financial performance is zero if performance is below threshold for both EBITDA and OCF. Once threshold requirements are met for each metric, Named Executive Officers can earn between 50% and 200% of their annual target opportunity depending on the level of achievement for each metric of the Company financial performance. Linear interpolation applies for performance between threshold/target and target/maximum performance levels. The total bonus calculated for the EBITDA and OCF components is subject to a safety multiplier ranging from 90% to 115% based on safety performance, and the resulting amount may be further adjusted by an individual performance modifier of up to plus or minus 10%. The target and maximum payouts have been set at levels our Compensation Committee believes will provide a meaningful incentive to achieve Company and individual goals and contribute to the Company’s financial performance.

The following were the AIP financial performance measures set for 2025 ($ in millions):

2025 AIP Financial Performance Goals


Performance Metric	Threshold	Target	Maximum	Actual Performance	Actual Performance as a % of Target
EBITDA	$390.4	$488.0	$585.6	$490.2	102%
OCF	6.3%	9.0%	11.7%	11.0%	175%

The following table outlines the safety performance goals and results. Linear interpolation is used to determine the multiplier when actual performance attained falls between threshold/target and target/maximum performance levels:

2025 AIP Safety Multiplier Goals


	ORIR Performance and Multiplier				DART Performance and Multiplier
Performance Level	Threshold 90%	Target 110%	Maximum 115%	ORIR Safety Results	Threshold 90%	Target 110%	Maximum 115%	DART Safety Results	Actual Safety Multiplier(1)
Company	0.92	0.70	0.49	0.42	0.47	0.35	0.25	0.14	115%

(1) ORIR & DART actual performance weighted 50/50 to determine safety multiplier.

Summary of Actual 2025 AIP Total Payouts


Named Executive Officer	AIP Target Opportunity	Actual Payout(1)	Payout as a % of Target	Individual Performance Modifier %	Total AIP Payout	Total Payout as a % of Target
Kyle T. Larkin	$1,200,000	$1,612,935	134%	-	$1,612,935	134%
Staci M. Woolsey	$350,000	$470,439	134%	-	$470,439	134%
Michael G. Tatusko	$316,368	$425,234	134%	-	$425,234	134%
Brian R. Dowd	$288,246	$387,435	134%	-	$387,435	134%
Bradley J. Williams	$316,368	$425,234	134%	-	$425,234

SEC Form DEF 14A filed by Granite Construction Incorporated