Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 6, 2025, Primoris Services Corporation (“Primoris” or the “Company”) appointed Koti Vadlamudi as President and Chief Executive Officer (“CEO”) of the Company and as a member of the Primoris Board of Directors (“Board”), each effective November 10, 2025. Mr. Vadlamudi will succeed David King, who has served as Interim President and CEO since March 20, 2025. Mr. King will continue to serve as Chairman of the Board after Mr. Vadlamudi assumes the President and CEO role.
Mr. Vadlamudi, age 55, is a seasoned engineering and construction executive with over 30 years of global experience leading operations, business development, and strategic growth across public and private sectors. His industry expertise spans energy and power, oil and gas, mission-critical facilities, consumer products, and life sciences. Mr. Vadlamudi has most recently served since January 2025 as Executive Vice President at Jacobs Solutions, Inc. (“Jacobs”), a global advisory and consultancy for critical infrastructure and advanced manufacturing. Previously, he held senior leadership roles of increasing responsibility at Jacobs, including Managing Director and Senior Vice President for Advanced Facilities from September 2019 to January 2025, and Regional Vice President of Buildings and Infrastructure and Downstream Operations and President and General Manager of Canadian Upstream Oil and Gas prior thereto.
On October 6, 2025, the Company entered into an employment agreement with Mr. Vadlamudi (the “Employment Agreement”) with a November 10, 2025 effective date (the “Effective Date”).
Under the Employment Agreement, Mr. Vadlamudi will receive an initial annual base salary of $1,000,000. He is also eligible to receive, beginning in 2026, (i) a target cash bonus under the Company’s Annual Incentive Plan equal to 120% of his annual base salary and (ii) subject to approval by the Board or the Company’s Compensation Committee, an annual equity grant under the Company’s 2023 Equity Incentive Plan with a target value equal to $3,000,000. The Employment Agreement also entitles Mr. Vadlamudi to all other benefits and perquisites that are provided to other employees of the Company, in addition to (i) relocation benefits, including a $6,000 per-month housing allowance for up to six month, reimbursement for travel-related expenses and up to $75,000 for moving expenses and (ii) personal use of the Company’s aircraft for up to 20 hours during 2025 and up to 40 hours annually thereafter.
Mr. Vadlamudi will receive the following sign-on awards after the Effective Date: (i) subject to approval by the Board or the Company’s Compensation Committee, restricted stock units under the Company’s 2023 Equity Incentive Plan with a grant date value of approximately $900,000, which will vest in equal installments on the first, second and third anniversaries of the Effective Date and (ii) a one-time cash bonus of $1,050,000, which cash bonus is repayable if Mr. Vadlamudi is terminated for Cause or resigns without Good Reason (each as defined in the Employment Agreement) before the first anniversary of the Effective Date.
In the event of termination without Cause or resignation for Good Reason (each as defined in the Employment Agreement), Mr. Vadlamudi is entitled to (i) a lump sum payment of 200% of his annual base salary then in effect, (ii) a pro rata portion of one year’s bonus, and (iii) up to one year of premiums for his and his eligible dependents’ participation in the Company’s group health plans pursuant to COBRA. In the event of such a termination during a change in control period (as described in the Employment Agreement), Mr. Vadlamudi is entitled to (i) a lump sum payment of 250% of the sum of his annual base salary then in effect and one year’s target bonus, (ii) the pro rata portion of the greater of (A) one year’s target bonus or (B) the annual bonus based on actual performance through the date of such change in control or the most recently completed calendar quarter, in the discretion of the Company’s Compensation Committee, and (iii) up to 30 months of premiums for his and his eligible dependents’ participation in the Company’s group health plans pursuant to COBRA. The foregoing termination benefits are subject to Mr. Vadlamudi’s timely execution and non-revocation of a release.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Employment Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference herein.
Item 7.01Regulation FD Disclosure.
On October 7, 2025, Primoris issued a press release announcing the appointment of Mr. Vadlamudi as President and Chief Executive Officer. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
