View Filing Data for SEC filing 0001104659-26-045998

Pay vs Performance Disclosure, Table


													Value of Initial Fixed $100
									Average		Average		Investment Based On:
	SCT Total		SCT Total		CAP		CAP		SCT Total		CAP				Peer				EBITDA
Fiscal	for CEO		for CEO		to CEO		to CEO		for Other		to Other		Argan, Inc.		Group		Net Income		as a % of
Year	Bosselmann⁽¹⁾		Watson⁽²⁾		Bosselmann⁽¹⁾		Watson⁽²⁾		NEOs⁽³⁾		NEOs⁽³⁾		TSR⁽⁴⁾		TSR⁽⁴⁾⁽⁵⁾		(in thousands)⁽⁶⁾		Revenues⁽⁷⁾
2026	$	n/a	$	2,668,098	$	n/a	$	21,887,522	$	4,364,528	$	9,083,126	$	886	$	440	$	137,774	17.2	%
2025		n/a		2,259,258		n/a		10,930,961		1,957,781		4,137,089		347		280		85,459	13.0	%
2024		n/a		1,867,181		n/a		1,876,980		1,561,321		1,729,313		111		181		32,358	9.0	%
2023		1,911,619		1,398,444		2,158,773		1,596,121		1,888,785		2,162,355		95		161		34,704	10.6	%
2022		1,877,163		n/a		1,980,856		n/a		1,631,539		1,559,220		88		125		35,706	10.6	%

(1)	Mr. Bosselmann served as Chairman of the Board and CEO for Fiscal 2022 and a portion of Fiscal 2023 and is therefore included as the CEO in the table for each of these years.

(2)	Mr. Watson has served as CEO since August 16, 2022, and is therefore included as CEO for Fiscal 2023, Fiscal 2024, Fiscal 2025, and Fiscal 2026.

(3)	Other NEOs include the following executives and their roles for each year:

Fiscal 2022 – Mr. Watson (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary), Mr. Collins (Chief Executive Officer, Gemma) and Mr. Trebilcock (President, Gemma).

Fiscal 2023 and Fiscal 2024 – Mr. Deily (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary) and Mr. Collins (Chief Executive Officer, Gemma).

Fiscal 2025 - Mr. Baugher (Senior Vice President, Chief Financial Officer and Treasurer, effective September 16, 2024), Mr. Deily (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary through September 15, 2024) and Mr. Collins (Chief Executive Officer, Gemma).

Fiscal 2026 - Mr. Baugher (Senior Vice President, Chief Financial Officer and Treasurer) and Mr. Collins (Chief Executive Officer, Gemma).

(4)	Cumulative total stockholder return is calculated based on the value of an initial fixed investment of $100 on January 31, 2021, assuming the reinvestment of dividends.

(5)	The peer group used for the calculations of the peer group total stockholder returns is the Dow Jones US Heavy Construction TSM index.

(6)	The amounts in this column represent the amounts of net income presented in our audited consolidated financial statements for the applicable fiscal year.

(7)

As discussed further in the “Executive Compensation Discussion and Analysis” section in this Proxy Statement, we believe that EBITDA, expressed as a percentage of corresponding revenues, is a meaningful performance measure as the percentage reflects our ability to convert dollars of revenues into earnings. Such percentages for each of the five years ended January 31, 2026, are calculated as follows:


	Fiscal			Fiscal			Fiscal			Fiscal			Fiscal
($s in thousands)	2026			2025			2024			2023			2022
Revenues	$	944,606		$	874,179		$	573,333		$	455,040		$	509,370

Net income, as reported	$	137,774		$	85,459		$	32,358		$	34,704		$	35,706
Income tax expense		22,735			25,745			16,575			11,296			11,356
Depreciation		1,912			1,905			2,013			2,983			3,367
Amortization of intangible assets		376			391			392			732			870
EBITDA		162,797			113,500			51,338			49,715			51,299
EBITDA of non-controlling interest		-			-			-			1,606			(2,538)
EBITDA attributable to the stockholders of Argan, Inc.	$	162,797		$	113,500		$	51,338		$	48,109		$	53,837

EBITDA as a percent of revenues		17.2	%		13.0	%		9.0	%		10.6	%		10.6	%

The two tables below provide reconciliations of the amounts of total compensation that are presented in the SCT for the CEOs and the Other NEOs to the amounts of compensation actually paid that are determined pursuant to SEC rules. As such, the amounts of compensation actually paid that are presented in the tables below are determined by adjusting totals presented in the SCT by year-over-year changes in the fair value of unvested equity awards that are outstanding at the end of the respective year, vest during the respective year, or are forfeited during the respective year.


	Chief Executive Officers
	Fiscal Year Ended January 31,
	2022		2023		2023		2024		2025		2026
	(Bosselmann)⁽¹⁾		(Bosselmann)⁽¹⁾		(Watson)⁽²⁾		(Watson)		(Watson)		(Watson)
Summary Compensation Table Total	$	1,877,163	$	1,911,619	$	1,398,444	$	1,867,181	$	2,259,258	$	2,668,098
Grant-date fair value of equity awards made during the year, as disclosed in the SCT		(1,425,250)		(949,952)		(759,962)		(886,169)		(1,115,375)		(1,633,760)
Fair value of unvested equity awards made during the year, measured as of year-end		657,043		946,327		757,062		1,014,585		3,351,672		4,094,559
Change in fair value of unvested equity awards granted in prior years, measured as of year-end		(364,221)		95,894		76,714		225,588		6,514,792		16,409,493
Change in fair value of vested equity awards granted in prior years, measured as of the vesting date		1,236,121		319,202		255,317		707		312,763		349,132
Change in fair value of equity awards granted in prior years that forfeited/failed to meet vesting conditions		–		(164,317)		(131,454)		(344,912)		(392,149)		–
Compensation Actually Paid	$	1,980,856	$	2,158,773	$	1,596,121	$	1,876,980	$	10,930,961	$	21,887,522

(1)	Mr. Bosselmann served as CEO for Fiscal 2022 and a portion of 2023 and therefore is included as the CEO in the table for each of those years.

(2)	Mr. Watson has served as CEO since August 16, 2022, and is therefore included as CEO beginning in Fiscal 2023.


	Other Named Executive Officers Average
	Fiscal Year Ended January 31,

	2022⁽¹⁾		2023⁽²⁾		2024⁽²⁾		2025⁽³⁾		2026⁽⁴⁾
Summary Compensation Table Total	$	1,631,539	$	1,888,785	$	1,561,321	$	1,957,781	$	4,364,528
Grant-date fair value of equity awards made during the year, as disclosed in the SCT		(685,267)		(614,704)		(244,975)		(236,009)		(797,575)
Fair value of unvested equity awards made during the year, measured as of year-end		382,871		800,822		351,285		791,008		1,863,378
Change in fair value of unvested equity awards granted in prior years, measured as of year-end		(137,659)		57,748		99,404		1,558,611		3,552,989
Change in fair value of vested equity awards granted in prior years, measured as of the vesting date		367,736		114,006		11,016		123,099		99,806
Change in fair value of equity awards granted in prior years that forfeited/failed to meet vesting conditions		–		(84,302)		(48,738)		(57,401)		–
Compensation Actually Paid	$	1,559,220	$	2,162,355	$	1,729,313	$	4,137,089	$	9,083,126

(1)	NEOs and their respective roles for Fiscal 2022: Mr. Watson (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary), Mr. Collins (Chief Executive Officer, Gemma) and Mr. Trebilcock (President, Gemma).

(2)	NEOs and their respective roles for Fiscal 2023 and Fiscal 2024: Mr. Deily (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary) and Mr. Collins (Chief Executive Officer, Gemma).

(3)

NEOs and their respective roles for Fiscal 2025: Mr. Baugher (Senior Vice President, Chief Financial Officer and Treasurer, effective September 16, 2024), Mr. Deily (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary through September 15, 2024) and Mr. Collins (Chief Executive Officer, Gemma).

(4)	NEOs and their respective roles for Fiscal 2026: Mr. Baugher (Senior Vice President, Chief Financial Officer and Treasurer) and Mr. Collins (Chief Executive Officer, Gemma).

Company Selected Measure Name

EBITDA, expressed as a percentage of corresponding revenues

Named Executive Officers, Footnote

(1)	Mr. Bosselmann served as Chairman of the Board and CEO for Fiscal 2022 and a portion of Fiscal 2023 and is therefore included as the CEO in the table for each of these years.

(2)	Mr. Watson has served as CEO since August 16, 2022, and is therefore included as CEO for Fiscal 2023, Fiscal 2024, Fiscal 2025, and Fiscal 2026.

(3)	Other NEOs include the following executives and their roles for each year:

Fiscal 2022 – Mr. Watson (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary), Mr. Collins (Chief Executive Officer, Gemma) and Mr. Trebilcock (President, Gemma).

Fiscal 2023 and Fiscal 2024 – Mr. Deily (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary) and Mr. Collins (Chief Executive Officer, Gemma).

Fiscal 2026 - Mr. Baugher (Senior Vice President, Chief Financial Officer and Treasurer) and Mr. Collins (Chief Executive Officer, Gemma).

Peer Group Issuers, Footnote

(5)	The peer group used for the calculations of the peer group total stockholder returns is the Dow Jones US Heavy Construction TSM index.

Adjustment To PEO Compensation, Footnote


	Chief Executive Officers
	Fiscal Year Ended January 31,
	2022		2023		2023		2024		2025		2026
	(Bosselmann)⁽¹⁾		(Bosselmann)⁽¹⁾		(Watson)⁽²⁾		(Watson)		(Watson)		(Watson)
Summary Compensation Table Total	$	1,877,163	$	1,911,619	$	1,398,444	$	1,867,181	$	2,259,258	$	2,668,098
Grant-date fair value of equity awards made during the year, as disclosed in the SCT		(1,425,250)		(949,952)		(759,962)		(886,169)		(1,115,375)		(1,633,760)
Fair value of unvested equity awards made during the year, measured as of year-end		657,043		946,327		757,062		1,014,585		3,351,672		4,094,559
Change in fair value of unvested equity awards granted in prior years, measured as of year-end		(364,221)		95,894		76,714		225,588		6,514,792		16,409,493
Change in fair value of vested equity awards granted in prior years, measured as of the vesting date		1,236,121		319,202		255,317		707		312,763		349,132
Change in fair value of equity awards granted in prior years that forfeited/failed to meet vesting conditions		–		(164,317)		(131,454)		(344,912)		(392,149)		–
Compensation Actually Paid	$	1,980,856	$	2,158,773	$	1,596,121	$	1,876,980	$	10,930,961	$	21,887,522

(1)	Mr. Bosselmann served as CEO for Fiscal 2022 and a portion of 2023 and therefore is included as the CEO in the table for each of those years.

(2)	Mr. Watson has served as CEO since August 16, 2022, and is therefore included as CEO beginning in Fiscal 2023.

Non-PEO NEO Average Total Compensation Amount

$ 4,364,528

$ 1,957,781

$ 1,561,321

$ 1,888,785

$ 1,631,539

Non-PEO NEO Average Compensation Actually Paid Amount

$ 9,083,126

4,137,089

1,729,313

2,162,355

1,559,220

Adjustment to Non-PEO NEO Compensation Footnote


	Other Named Executive Officers Average
	Fiscal Year Ended January 31,

	2022⁽¹⁾		2023⁽²⁾		2024⁽²⁾		2025⁽³⁾		2026⁽⁴⁾
Summary Compensation Table Total	$	1,631,539	$	1,888,785	$	1,561,321	$	1,957,781	$	4,364,528
Grant-date fair value of equity awards made during the year, as disclosed in the SCT		(685,267)		(614,704)		(244,975)		(236,009)		(797,575)
Fair value of unvested equity awards made during the year, measured as of year-end		382,871		800,822		351,285		791,008		1,863,378
Change in fair value of unvested equity awards granted in prior years, measured as of year-end		(137,659)		57,748		99,404		1,558,611		3,552,989
Change in fair value of vested equity awards granted in prior years, measured as of the vesting date		367,736		114,006		11,016		123,099		99,806
Change in fair value of equity awards granted in prior years that forfeited/failed to meet vesting conditions		–		(84,302)		(48,738)		(57,401)		–
Compensation Actually Paid	$	1,559,220	$	2,162,355	$	1,729,313	$	4,137,089	$	9,083,126

(1)	NEOs and their respective roles for Fiscal 2022: Mr. Watson (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary), Mr. Collins (Chief Executive Officer, Gemma) and Mr. Trebilcock (President, Gemma).

(2)	NEOs and their respective roles for Fiscal 2023 and Fiscal 2024: Mr. Deily (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary) and Mr. Collins (Chief Executive Officer, Gemma).

(3)

(4)	NEOs and their respective roles for Fiscal 2026: Mr. Baugher (Senior Vice President, Chief Financial Officer and Treasurer) and Mr. Collins (Chief Executive Officer, Gemma).

Tabular List, Table

As described further in the “Executive Compensation Discussion and Analysis” section of this Proxy Statement, our executive compensation is assessed using a variety of quantitative and qualitative factors. The list below presents the financial performance measures that are included for the most important factors in the determination of NEO compensation.

●

EBITDA

●

EBITDA, expressed as a percent of revenues

●

Selling, general and administrative expenses, expressed as a percent of revenues

●

Return on equity

●

Project backlog

Total Shareholder Return Amount

$ 886

347

111

Peer Group Total Shareholder Return Amount

440

280

181

161

125

Net Income (Loss)

$ 137,774,000

$ 85,459,000

$ 32,358,000

$ 34,704,000

$ 35,706,000

Company Selected Measure Amount

17.2

10.6

PEO Name

Mr. Watson

Revenues

$ 944,606,000

$ 874,179,000

$ 573,333,000

$ 455,040,000

$ 509,370,000

Net income, as reported

137,774,000

85,459,000

32,358,000

34,704,000

35,706,000

Income tax expense

22,735,000

25,745,000

16,575,000

11,296,000

11,356,000

Depreciation

1,912,000

1,905,000

2,013,000

2,983,000

3,367,000

Amortization of intangible assets

376,000

391,000

392,000

732,000

870,000

EBIDTA

162,797,000

113,500,000

51,338,000

49,715,000

51,299,000

EBITDA of non-controlling interest

1,606,000

(2,538,000)

EBITDA attributable to the stockholders of Argan, Inc.

$ 162,797,000

113,500,000

51,338,000

48,109,000

53,837,000

Measure:: 1

EBITDA

Measure:: 2

Non-GAAP Measure Description

EBITDA, expressed as a percent of revenues

(7)


	Fiscal			Fiscal			Fiscal			Fiscal			Fiscal
($s in thousands)	2026			2025			2024			2023			2022
Revenues	$	944,606		$	874,179		$	573,333		$	455,040		$	509,370

Net income, as reported	$	137,774		$	85,459		$	32,358		$	34,704		$	35,706
Income tax expense		22,735			25,745			16,575			11,296			11,356
Depreciation		1,912			1,905			2,013			2,983			3,367
Amortization of intangible assets		376			391			392			732			870
EBITDA		162,797			113,500			51,338			49,715			51,299
EBITDA of non-controlling interest		-			-			-			1,606			(2,538)
EBITDA attributable to the stockholders of Argan, Inc.	$	162,797		$	113,500		$	51,338		$	48,109		$	53,837

EBITDA as a percent of revenues		17.2	%		13.0	%		9.0	%		10.6	%		10.6	%

Measure:: 3

Selling, general and administrative expenses, expressed as a percent of revenues

Measure:: 4

Return on equity

Measure:: 5

Project backlog

Bosselmann

PEO Total Compensation Amount

1,911,619

1,877,163

PEO Actually Paid Compensation Amount

2,158,773

1,980,856

Watson

PEO Total Compensation Amount

$ 2,668,098

2,259,258

1,867,181

1,398,444

PEO Actually Paid Compensation Amount

21,887,522

10,930,961

1,876,980

1,596,121

PEO | Bosselmann | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

PEO | Bosselmann | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(949,952)

(1,425,250)

PEO | Bosselmann | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

946,327

657,043

PEO | Bosselmann | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

95,894

(364,221)

PEO | Bosselmann | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

319,202

1,236,121

PEO | Watson | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

(164,317)

PEO | Watson | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(1,633,760)

(1,115,375)

(886,169)

(759,962)

PEO | Watson | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

4,094,559

3,351,672

1,014,585

757,062

PEO | Watson | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

16,409,493

6,514,792

225,588

76,714

PEO | Watson | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

349,132

312,763

707

255,317

Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

(392,149)

(344,912)

(131,454)

Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(797,575)

(236,009)

(244,975)

(614,704)

(685,267)

Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

1,863,378

791,008

351,285

800,822

382,871

Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

3,552,989

1,558,611

99,404

57,748

(137,659)

Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

$ 99,806

123,099

11,016

114,006

$ 367,736