​

​

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:

Argan, Inc.

(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 the appropriate box):

​

​

​

​

​

​

​

​

​

​

s

​

​

​

​

​

​

NOTICE OF ANNUAL
MEETING OF STOCKHOLDERS

To Be Held on TUESDAY, June 17, 2025

​

​

​

​

Table of contents

​

​

​

Argan, Inc.

Proxy Statement

May 8, 2025

The accompanying proxy is solicited on behalf of the Board of Directors (or the “Board”) of Argan, Inc., a Delaware corporation (referred to herein as “Argan” or the “Company”), for use at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on June 17, 2025, at 11:00 a.m., local time, 901 N. Glebe Road, Suite 300, Arlington, VA 22203. This proxy statement for the Annual Meeting (the “Proxy Statement”) and the accompanying proxy card will be available to stockholders of record on April 24, 2025, starting on or about May 8, 2025. Our Annual Report on Form 10-K for the fiscal year ended January 31, 2025 (the “Annual Report”) accompanies the Proxy Statement. At the Annual Meeting, stockholders will be asked to consider and vote upon the following five matters, and to transact any other business that may properly arise.

If a proxy is properly executed and returned to the Company via either the Internet or mail in time for the Annual Meeting and is not revoked prior to the time it is exercised, the shares represented by the proxy will be voted in accordance with the directions specified therein for the matters listed on the proxy card. Please read the entire Proxy Statement carefully before voting.

​

​

​

PROPOSAL NO. 1 –
ELECTION OF DIRECTORS

​

The members of our Board of Directors are elected annually and hold office until the next annual meeting of stockholders and until their successors have been elected and shall have been qualified. Vacancies and newly-created directorships resulting from any increase in the number of authorized directors may be filled by a majority vote of the directors then in office.

At the Annual Meeting, our stockholders are being asked to elect nine individuals to our Board of Directors, all of whom currently serve in that capacity. Rainer H. Bosselmann, who has served as a director since 2003 and as the Company’s Chief Executive Officer from 2003 until his retirement in August 2022, is not standing for re-election. W. G. Champion Mitchell, a longtime director who served since 2003, passed away in October 2024. Unless a stockholder withholds authority, the holders of proxies representing shares of Common Stock will vote "FOR” the election of each of the nominees listed below.

Proxies cannot be voted for a greater number of persons than the number of nominees named. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder may determine. We are not aware of any nominee who will be unable to or for good cause will not serve as a member of our Board of Directors.

Board Skills and Qualifications

​

· = Skill

​

Director Nominees

The names of the nominees, their ages as of April 30, 2025, and certain other information about them are set forth below:

​

​

​

​

​

​

​

​

​

Composition of Board of Directors

The number of directors which shall constitute the whole Board of Directors shall be not less than four or more than ten. Eight of the current directors will stand for re-election at the Annual Meeting as described in this Proxy Statement in addition to one director, Ms. Alexander, who joined the Board in April 2025. Mr. Bosselmann, who served as a director since 2003, is not standing for re-election, and Mr. Mitchell, who served as a director since 2003, passed away in October 2024.

Director Attendance at the Annual Meeting

All of our directors attended last year’s annual meeting in person or by teleconference, and we expect that all nine of the nominated directors will attend this year’s Annual Meeting in person or by teleconference.

Board of Directors Meetings and Committees

During the fiscal year ended January 31, 2025 (“Fiscal 2025”), the Board of Directors met four times. All current Board members were present for the full Board and Committee meetings held during the year or participated by telephone conference, with the exception of one Board member, Mr. Bosselmann, who was unable to attend two Board meetings.

Currently, the Board has five standing committees:

The Audit Committee, the Compensation Committee, the Nominating/Corporate Governance Committee and the Responsible Business Committee each operate under written charters which were updated and affirmed by the Board in June 2024, in order to meet the requirements of the New York Stock Exchange (“NYSE”) Listed Company Manual. These charters, as well as the Board’s Governance Guidelines, are available on our website at www.arganinc.com.

The current members of the five standing committees are identified in the following table.

​

* = Chairman of the Board       C = Chair      · = Member      IND = Independent

​

​

​

Each of the members who serve on the Audit Committee are independent directors under applicable SEC and NYSE rules. In addition, the Board of Directors has determined that at least one of the independent directors serving on the Audit Committee, Mr. Jeffrey, is an audit committee financial expert, as that term has been defined by Item 407 of the Security and Exchange Commission’s Regulation S-K. Prior to May 2025 when the committee membership changed, the members of the Audit Committee were Mr. Jeffrey, Ms. Flanders, and Mr. Getsinger.

PRIMARY RESPONSBILITIES

The activities of the Audit Committee during the year ended January 31, 2025, are addressed in the “Audit Committee Report” section of this Proxy Statement. The Audit Committee’s primary responsibilities, which are discussed in detail within its charter, are as follows:

​

​

Each of the members of the Compensation Committee are independent directors under the applicable rules of the NYSE.

PRIMARY RESPONSBILITIES

Each year, the Compensation Committee performs comprehensive stockholder outreach efforts. The overall purpose of this outreach is to improve our understanding of the perspectives that our stockholders have with respect to our compensation practices, and to evaluate and to address any concerns or feedback we receive, as described further in the "Executive Compensation Discussion and Analysis” section of this Proxy Statement. The Compensation Committee’s primary responsibilities, which are discussed in detail within its charter, are as follows:

​

​

Each of the members of the Nominating/Corporate Governance Committee are independent directors under the applicable rules of the NYSE. Upon the passing of Mr. Mitchell, Ms. Flanders joined the committee and was appointed as chairwomen.

In April 2024, the members of this committee met formally, with all members in attendance, and agreed to recommend Ms. Sweeney for nomination to the Board, following interviews and a review of her qualifications. Ms. Sweeney stood as a director nominee at the 2024 Annual Meeting.

In April 2025, the members of this committee met formally, with all members in attendance, in order to agree on a recommendation that Ms. Alexander be included in the slate of directors presented to the stockholders for election to the Board in June 2025. Mr. Leimkuhler presented Ms. Alexander to the committee for its consideration of her as a potential independent Board member. All of the committee members interviewed Ms. Alexander, as did other members of the Board, deliberated and agreed to recommend her for nomination to the full Board. The committee members considered Mr. Leimkuhler’s recommendation, Ms. Alexander’s background and professional experience, the interview performance of Ms. Alexander, and her potential fit with the other members of the Board in making their recommendation decision.

PRIMARY RESPONSBILITIES

Pursuant to its duties and responsibilities, the Nominating/Corporate Governance Committee provides oversight of our corporate governance affairs, including the consideration of risks, and assesses the full Board’s performance annually in accordance with established procedures. The Nominating/Corporate Governance Committee’s primary responsibilities, which are discussed in detail within its charter, are as follows:

CONSIDERATION OF DIRECTOR NOMINEES

In its evaluations of director nominees, the Nominating/Corporate Governance Committee considers the following selection criteria as a guide in its selection process. Such selection criteria include the following:

The Nominating/Corporate Governance Committee is responsible for reviewing the requisite skills and criteria for new members of the Board of Directors as well as the composition of the Board as a whole. The Board of Directors believes that its membership should include individuals representing a diverse range of experience that gives the Board both depth and breadth in the mix of its skills. To that end, the Board endeavors to include in its overall composition a variety of targeted skills that complement one another rather than requiring each director to possess the same skills, perspective and interests. Accordingly, the Nominating/Corporate Governance Committee and the other members of the Board of Directors consider the qualifications of directors and director nominees individually and also in the broader context of the Board’s overall composition and the Company’s current and future needs.

We will consider nominees for the Board who are recommended by stockholders. Nominations by stockholders must be in writing, must include the full name of the proposed nominee, a brief description of the proposed nominee’s business experience for at least the previous five years, and a representation that the nominating stockholder is a beneficial or record owner of our common stock. Any such submission must also be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. Nominations must be delivered to the attention of the Nominating/Corporate Governance Committee at our headquarters address.

​

​

Prior to May 2025 when the committee membership changed, the members of the Responsible Business Committee were Mr. Getsinger, Mr. Jeffrey, Ms. Sweeney, and Mr. Watson.

Our on-going commitment to environmental, health and safety, community outreach, corporate governance, and other public policy matters relevant to us is supported by the Responsible Business Committee. The Board tasked the Responsible Business

Committee with formalizing the Company’s approach to understanding and responding to the environmental, social and governance concerns of the Company’s stockholders, with a focus on management’s practices and whether they encourage sustainability and community improvement.

PRIMARY RESPONSBILITIES

The Responsible Business Committee’s primary responsibilities, which are discussed in detail within its charter, are as follows:

A summary of our Responsible Business accomplishments in various areas over the past three years is presented in Item 1, Business, of our Annual Report. In addition, more information about our responsible business accomplishments can be found in the sustainability section of our website.

​

Each of the members of the Executive Committee are independent directors under the applicable rules of the NYSE, other than Mr. Griffin and Mr. Watson. In May 2025, Ms. Alexander succeeded Mr. Bosselmann on the Executive Committee.

This committee is authorized to exercise the general powers of the Board in managing the business and affairs of the Company between meetings of the full Board, if necessary.

Board Leadership and Risk Oversight

Mr. Watson serves as the Company’s CEO. Mr. Griffin is also a member of management. Prior to his retirement as an officer of the Company in August 2022, Mr. Bosselmann served as our chief executive officer and chairman of the Board. Upon Mr. Bosselmann’s retirement, we appointed Mr. Leimkuhler as Chairman of the Board of Directors and the lead independent director role was eliminated.

Seven of the nine members of the Board are considered to be independent based on the Board’s consideration of our independence standards and the applicable independence standards of the NYSE as set forth in Section 303A.02(a)(ii) of the NYSE Listed Company Manual.

The Board periodically reviews the structure of the Board of Directors. Our bylaws currently provide that the Company’s CEO shall preside at all meetings of the Board of Directors. The Board could amend that bylaw, but it believes that we have best corporate practices in place to ensure that the Company maintains a strong and independent Board, the highest standards of corporate governance and the continued accountability of our CEO to the Board. This structure is evidenced by the composition of the current Board of Directors and the membership of its various committees. Additionally, the CEO reports to the Chairman of the Board of Directors multiple times each month.

The members of the Audit Committee, the Compensation Committee, and the Nominating/Corporate Governance Committee are all independent directors. Consequently, independent directors directly oversee critical matters such as the remuneration policy for executive officers; corporate governance guidelines, policies and practices; the director nomination process; our corporate finance strategies and initiatives; and the integrity of our consolidated financial statements and system of internal control over financial reporting.

One of the Board’s key responsibilities is the oversight of our assessment and management of risks that may adversely impact the Company. The standing Audit, Compensation, and Nominating/Corporate Governance Committees address risks in their respective areas of oversight. Consequently, the Board monitors the design and effectiveness of our system of internal controls over financial reporting, the security of our computer information systems, the effectiveness of our corporate codes of conduct and ethics, including whether they are successful in preventing wrongful conduct, and risks associated with the independence of its members, potential conflicts of interest and succession planning.

Our Audit Committee considers and discusses our major financial risk exposures, including the risk that our sensitive and confidential data may not be adequately protected from unauthorized access, and the steps our management has taken to monitor and control these exposures, including guidelines and policies for the processes by which risk assessment, risk management and the structuring of our insurance programs are undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements. It oversees the performance of management’s assessments of our system of internal control over financial reporting and of the audits conducted by the independent registered public accountants of our consolidated financial statements and our internal controls over financial reporting.

The Compensation Committee oversees the administration of our equity compensation plans, and reviews and approves the salaries, bonuses and cash incentives paid to the NEOs while assessing whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. The independent directors of the Board approve all equity-based awards. Senior management provides reports on enterprise risk issues, including operational, financial, legal and regulatory, and strategic and reputation risks, to the appropriate committee or to the full Board.

The entire Board and the committees receive reports on areas of material risk not only from senior management, but from our internal audit firm, our independent registered public accountants, outside counsel, and other members of management and professional advisors. When one of the committees receives any such report, the chairman of the committee reports to the full Board of Directors at the next Board meeting. This process enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

The Board of Directors adopted a set of governance guidelines which provide a framework within which the Board conducts its business. The guidelines describe the basic responsibilities of a member of our Board and the requirements for the conduct of Board and committee meetings. These governance guidelines are available on our website at www.arganinc.com.

Compensation of Directors

The following table summarizes the fees and other compensation for the non-employee members of our Board of Directors for Fiscal 2025. Each non-employee member of our Board of Directors receives an annual fee of $40,000, prorated based on the duration of service during the year. Effective February 1, 2025, we increased the annual fee paid to each director to $50,000. The Chairman of the Board receives an additional annual fee of $65,000. The members of the Audit Committee receive an additional annual fee of $6,000, and the Audit Committee Chair receives an additional annual fee of $10,000. Directors were reimbursed for reasonable expenses incurred in connection with attending each formal meeting of the Board of Directors or the meeting of any committee thereof. Directors were also eligible to receive awards of options to purchase shares of our Common Stock and of restricted stock units.

​

​

​

PROPOSAL NO. 2 –
APPROVAL OF EXECUTIVE COMPENSATION (THE “SAY-ON-PAY” PROPOSAL)

​

We are seeking stockholder approval of the compensation of our NEOs as described in the “Executive Compensation Discussion and Analysis” section, the compensation tables, and the other narrative compensation disclosures of this Proxy Statement, all of which are included below. This non-binding advisory proposal, commonly known as a “say-on-pay” proposal, is required under Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Last year, the stockholders approved our executive compensation with 94% of the vote in favor of our program.

Based on management’s recommendation and the results of voting by the stockholders at the 2019 Annual Meeting, the Board of Directors determined that we will hold an advisory vote on our executive compensation every year. Because this is an advisory vote, the results will not be binding on the Board of Directors, and it will not directly affect or otherwise limit any existing compensation or award arrangement of any of our NEOs. However, our Compensation Committee does consider the outcome of the annual votes when determining executive compensation arrangements.

Starting in 2018, our Compensation Committee has regularly conducted comprehensive stockholder outreach. During Fiscal 2025 and shortly thereafter, the members of the Compensation Committee continued to engage in meaningful contacts with certain stockholders, as we proactively contacted all of our top 25 stockholders, who collectively represented approximately 62% of our outstanding shares, as described further in the “Executive Compensation Discussion and Analysis” section below. The purpose of the outreach practice is to deepen our understanding of the perspectives of our stockholders with respect to our compensation practices, and to evaluate and to address any concerns or reactions we receive.

Based on feedback we have received in the past, we increased the vesting period for stock option awards, introduced the use of performance-based long-term incentive equity compensation, instituted a cap on annual cash incentive awards, and committed to a policy prohibiting the future negotiation of single-trigger change-in-control provisions, among other changes. These changes led to enhancements of the disclosures regarding executive compensation, which are reflected in the discussion of our executive compensation included in our Proxy Statement for the current year.

The Board of Directors has adopted several other policies to improve accountability and further encourage an alignment of stockholder and executive officer interests. These policies, which are also described in further detail below in the “Executive Compensation Discussion and Analysis” section, include a stock ownership policy for NEOs and non-employee members of our Board, a no pledging policy, an anti-hedging policy, and a clawback policy. In 2023, we introduced a new restricted stock unit award for certain executive officers in order to provide incentives for the growth of our diluted EPS over a three-year measurement period.

Consistent with past efforts to increase compensation transparency for our stockholders, we developed specific performance metrics for use in the determination of the amount of non-equity cash incentive compensation that may be earned each year by the CEO of Gemma. The metrics were used to confirm the amounts of such compensation earned by him for Fiscal 2025. In 2021, we introduced the use of a new restricted unit stock award in order to provide incentives for the growth in the number and value of renewable energy construction projects awarded to Gemma over the ensuing three-year period.

In summary, our executive compensation program has been structured by the Compensation Committee to retain and incentivize our core management team through changing business environments. Concurrently, we provide incentives to drive profitable growth and to deliver value to our stockholders.

In considering how to vote on this advisory proposal, we urge our stockholders to study all the relevant information in the “Executive Compensation Discussion and Analysis” section included in this Proxy Statement, and the compensation tables and the other narrative disclosures regarding our executive compensation program that are included herein.

​

​

PROPOSAL NO. 3 –

FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION (THE “SAY-ON-FREQUENCY” PROPOSAL)

​

Section 14A of the Exchange Act requires us to seek, at least once every six years, a non-binding advisory stockholder vote regarding the frequency of future advisory votes on executive compensation. This non-binding advisory vote is commonly referred to as a “say-on-frequency” vote. Under this proposal, our stockholders may indicate whether they would prefer to have an advisory vote on executive compensation every year, two years, or three years. The final vote will not be binding on us and is advisory in nature.

The proxy card gives you four choices for voting on this proposal. You can indicate whether you believe an advisory vote on executive compensation should be conducted every year, every two years, every three years, or you may abstain from voting.

Our Board of Directors recommends that stockholders vote on executive compensation every year, because our directors believe that our executive compensation program, as discussed in the “Executive Compensation Discussion and Analysis” section in this Proxy Statement, has historically been consistent with or more conservative than our peers, is aligned with our long-term performance, and has minimal exposure to over-payment for under-performance. Additionally, holding a say-on-pay vote every year will allow our stockholders to provide us with direct input on our compensation plan and practices on an ongoing basis, enabling us to take regular feedback into consideration as part of our compensation review process.

​

​

PROPOSAL NO. 4 –
APPROVAL OF AMENDMENT TO OUR CERTIFICATE OF INCORPORATION

​

The State of Delaware, which is Argan’s state of incorporation, recently enacted legislation that enables Delaware companies to limit the liability of certain corporate officers in limited circumstances under the Delaware General Corporation Law (the “DGCL”).

Reasons for the Proposed Charter Amendment

Argan’s Board of Directors believes it is important to provide protection from certain legal risks and related expenses that may discourage directors from accepting or continuing membership on corporate boards and officers from serving corporations. In the absence of such protection, qualified directors and officers might be deterred from serving due to the risk of being personally sued and facing costly legal expenses in defending such lawsuits, regardless of merit. In particular, the Board of Directors considered the narrow class and type of claims that officers would be exculpated from liability pursuant to amended DGCL Section 102(b)(7), the limited number of Argan officers who would be impacted, and the benefits the Board of Directors believes would accrue to Argan.

Argan’s Board of Directors believes it is appropriate for public companies in states that allow exculpation of officers to have exculpation clauses in their certificates of incorporation. The nature of the role of directors and officers often requires them to make decisions on crucial matters, frequently in response to time-sensitive opportunities and challenges. Limiting concern about personal risk would empower both directors and officers to best exercise their business judgment in furtherance of stockholder interests. Addition of an exculpation provision for officers could also limit rising insurance costs and prevent protracted litigation that distracts officers of the Company from their primary objective of creating long-term value for shareholders.

A significant number of other companies already have adopted similar protections for their officers, and we expect more companies to adopt similar exculpation clauses in their certificates of incorporation. Failing to adopt the proposed Charter Amendment could impact our recruitment and retention of qualified officers who conclude that the potential exposure to liabilities, costs of defense, and other risks of proceedings exceeds the benefits of serving as an officer of Argan. Additionally, this change would align the protections for our officers with those protections currently afforded to our directors.

The Board of Directors balanced these considerations with our corporate guidelines and practices and, for the reasons stated above, determined that it is advisable and in the best interests of Argan and our stockholders to amend certain provisions in Article 12 of our Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to extend exculpation protection to our officers in addition to our directors, as permitted by recent amendments to Delaware law. We refer to this proposed amendment to our Certificate of Incorporation as the “Charter Amendment” in this proxy statement.

The proposed Charter Amendment is not being proposed in response to any specific resignation, threat of resignation or refusal to serve by any officer.

Conditions and Limitations to Exculpation under DGCL Section 102(b)(7)

As amended, Section 102(b)(7) of the DGCL provides important conditions and limitations on a corporation’s exculpation of its officers for monetary damages from breaches of fiduciary duty.

Text of Proposed Charter Amendment

Our Certificate of Incorporation currently provides for the exculpation of directors but does not include a provision that allows for the exculpation of officers. To ensure Argan is able to attract and retain key officers and in an effort to reduce litigation costs associated with frivolous lawsuits, we propose to amend Article 12 of our Certificate of Incorporation so that it would state in its entirety as follows:

“No director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. If the General Corporation Law of the State of Delaware is amended after the effective date of this Amended Certificate to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then then liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended, as of the date of such amendment.

No amendment or modification (including any amendment or modification effected by operation of law merger, consolidation or otherwise) or repeal of the foregoing paragraph shall apply to or have any effect on the liability or alleged liability of any director or officer of the Corporation hereunder in respect of any acts or omissions occurring prior to the effectiveness of such amendment, modification or repeal.”

The proposed Certificate of Amendment to the Certificate of Incorporation reflecting the foregoing Charter Amendment is attached as Appendix A to this proxy statement.

Timing and Effect of the Charter Amendment

If the proposed Charter Amendment is approved by our stockholders, it will become effective immediately upon the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, which we expect to file promptly after the Annual Meeting. Other than the replacement of the existing Article 12 by the proposed Article 12, the remainder of our Certificate of Incorporation would remain unchanged after the effectiveness of the Charter Amendment. If the proposed Charter Amendment is not approved by our stockholders, our Certificate of Incorporation will remain unchanged. In accordance with the DGCL, the Board of Directors may elect to abandon the proposed Charter Amendment without further action by the stockholders at any time prior to the effectiveness of the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, notwithstanding stockholder approval of the proposed Charter Amendment.

​

​

PROPOSAL NO. 5 –
RATIFICATION OF THE APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

​

The Audit Committee of our Board of Directors has selected Grant Thornton LLP (“Grant Thornton”) as the independent registered public accountants for the performance of the audits of our consolidated financial statements and our system of internal control over financial reporting for our fiscal year ending January 31, 2026.

Our stockholders are being asked to ratify the Audit Committee’s selection. Grant Thornton has served as our independent registered public accountants since 2006. A representative of Grant Thornton is expected to be present at the Annual Meeting and to be available to respond to appropriate questions. Although Grant Thornton has indicated that no statement will be made, the firm will be provided the opportunity to make a statement.

Audit Firm Independence

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accountants and it evaluates the selection of them each year. In addition, in order to promote continuing auditor independence, the Audit Committee considers the independence of Grant Thornton at least annually. Based on its most recent evaluation, including the firm’s past performance and an assessment of the firm’s qualifications and resources, the Audit Committee believes that the continued retention of Grant Thornton to serve as our independent registered public accountants is in the best interests of the Company and its stockholders.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee has established a policy requiring the pre-approval of all audit and non-audit services to be performed by our independent registered public accountants, who may not render any audit or non-audit service unless the service is approved in advance by the Audit Committee pursuant to its pre-approval policy. The Audit Committee has delegated to its chairman the authority to pre-approve certain services. The chairman must report any pre-approval pursuant to such delegation of authority to the other members of the Audit Committee at its next scheduled meeting at which time the Audit Committee is then asked to approve and ratify the pre-approved service. The Audit Committee followed these guidelines in approving all services rendered by our independent registered public accountants during Fiscal 2025 and Fiscal 2024.

Fees

The following table below presents the amounts of fees billed to us by Grant Thornton for professional services rendered during and related to Fiscal 2025 and Fiscal 2024.

Audit Fees. This category consists of fees billed for professional services rendered for annual audits of our consolidated financial statements; for statutory audits of the separate financial statements of foreign subsidiaries; for reviews of quarterly condensed consolidated financial statements; and for the review of current reports and other documents filed with the SEC. Audit fees also include the costs associated with Grant Thornton’s audit of the effectiveness of our internal control over financial reporting.

Audit-Related Fees. This category includes fees billed for services provided by Grant Thornton related to consultations on accounting and reporting matters and to due diligence procedures performed during the investigations of potential acquisitions. No such fees were incurred during Fiscal 2025 or Fiscal 2024.

Tax Fees. This category consists of fees billed for professional tax services provided in the areas of compliance, research and development credits, research and planning. No such fees were incurred during Fiscal 2025 or Fiscal 2024.

All Other Fees. This category includes fees for other miscellaneous items. No such fees were incurred during Fiscal 2025 or Fiscal 2024.

​

​

​

AUDIT COMMITTEE REPORT

The Board of Directors has made a determination that the members of the Audit Committee satisfy the independence and other requirements of the NYSE and the applicable rules of the SEC. The Board has also made the determination that at least one member of the Audit Committee, Mr. Jeffrey, is an “audit committee financial expert” as that term is defined in Item 407 of the SEC’s Regulation S-K.

The Audit Committee of our Board operates pursuant to a written charter. A copy can be found at www.arganinc.com. Additional information regarding the members of the Audit Committee and the Audit Committee’s roles and responsibilities is described in the “Board of Directors Meetings and Committees” section in this Proxy Statement.

The following is a report on the Audit Committee’s activities for Fiscal 2025.

Audit of Financial Statements

The Audit Committee reviewed and discussed the Company’s condensed unaudited condensed consolidated financial statements for the fiscal quarters ended April 30, July 31 and October 31, 2024, and the Company’s audited consolidated financial statements as of January 31, 2025, and for the year then ended with the management of the Company and with the engagement personnel of Grant Thornton, the Company’s independent registered public accountants. During the year, Grant Thornton also made a presentation to the Audit Committee that outlined the firm’s audit timeline and planned procedures based on its assessments of the significant financial statement and fraud risks.

The audit report issued by Grant Thornton relating to the Company’s consolidated financial statements as of January 31, 2025 and for the year then ended, including a discussion of one critical audit matter, expressed an unqualified opinion thereon.

The scope of the audit procedures performed by Grant Thornton for the year ended January 31, 2025 also included observations and tests of evidence with results sufficient for the accounting firm to report that the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2025.

Review of Other Matters with the Independent Registered Public Accountants

The Audit Committee has also discussed with Grant Thornton the matters required to be communicated to the Company pursuant to applicable regulations of the Public Company Accounting Oversight Board (United States). The Audit Committee has received from Grant Thornton the written disclosures and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and has discussed with Grant Thornton matters relating to the firm’s independence from the Company. There have not been any matters brought to the attention of the Audit Committee which caused the Audit Committee to conclude that Grant Thornton is not independent.

The Audit Committee has also received from Grant Thornton the written communication required by the corporate governance rules of the NYSE that describes the firm’s quality control policies and procedures including its audit performance and independence monitoring systems. This communication also provides disclosure of material issues raised by inquiry or investigation by government or professional authorities over the last five years.

Recommendation That Financial Statements Be Included in the Annual Report

​

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements described above be included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025 for filing with the SEC.

​

​

​

PRINCIPAL STOCKHOLDERS

The following table presents the number of shares of Common Stock beneficially owned as of January 31, 2025 by each director; each executive officer named in the Summary Compensation Table below; all directors and executive officers as a group; and each person who, to our knowledge, owns beneficially more than 5% of our common stock (the “Common Stock”). Unless otherwise indicated, beneficial ownership is direct and the identified stockholder has sole voting and investment power.

​

​

​

​

EXECUTIVE COMPENSATION
DISCUSSION AND ANALYSIS

Introduction

This section of the Proxy Statement provides an overview and analysis of our executive compensation program. The Compensation Committee has engaged in comprehensive stockholder outreach efforts resulting in a number of significant modifications to our executive compensation program, covered in the discussion of our program for the current year presented below. During Fiscal 2025, the members of the Compensation Committee continued stockholder engagement and received positive feedback regarding the changes undertaken and the overall compensation program. The following describes the Company’s executive compensation-setting process, the principles and objectives of the program, the major elements of compensation paid to executives under the program, other compensation-related policies and the actions that were taken by the Compensation Committee for Fiscal 2025 and beyond. For Fiscal 2025, the Company’s senior executive officers considered to be Named Executive Officers, as defined in the rules of the SEC, were:

On September 15, 2024, Mr. Deily retired from the position of Senior Vice President, Chief Financial Officer, Treasurer, and Corporate Secretary for the Company but continues to serve in the capacity as the Company’s Compliance Officer. Mr. Deily will not be considered a Named Executive Officer in the future. Mr. Baugher was promoted to Senior Vice President, Chief Financial Officer, and Treasurer effective September 16, 2024.

​

Summary of Our Executive Compensation Principles and Objectives

Our executive compensation program is designed to reward and retain executives who contribute to our consistent favorable consolidated performance and to the successful attainment of operating plan objectives and strategic goals with total compensation that is comparable to those companies with which we compete for executive talent, and to encourage continuing excellent performance. The executive compensation program is intended to maintain a strong link between compensation and performance and is intended to achieve the following:

​

Overall levels of executive compensation are established based on an assessment of our performance as a whole. Individual executive compensation is determined based on an assessment of the experience and performance of each NEO, as well as the compensation levels of comparable positions in our peer group and general market practices. Variation in compensation among the NEOs reflects the different roles, responsibilities, and performance of the NEOs, as compared to similar positions in the peer group with which we compete for talent. The holding company NEOs perform substantially different functions from operating subsidiary NEOs, and are thus compensated with relatively lower base salaries and generally receive a meaningful mix of stock-based compensation.

Role of the Compensation Committee

​

Role of the Chief Executive Officer

​

Competitive Market Positioning

Although the Compensation Committee has the authority under its charter to hire outside advisors to provide it with information as needed in making compensation decisions, it has not used the services of any external advisor in connection with the exercise of its responsibilities or completion of any of its initiatives. In view of the holding company structure and special factors relating to our business, the Compensation Committee believes that the engagement of a compensation consultant would not provide significant information beyond that which is already available to us at this time.

The Compensation Committee seeks to achieve executive compensation that is aligned with the program’s pay-for-performance principles and is competitive with compensation provided by a peer group of selected publicly traded companies.

In determining executive compensation, the Compensation Committee considers a number of factors and data from a market-relevant group of peer companies that are potential competitors for executive talent and each NEO’s performance and experience.

The Compensation Committee periodically reviews the composition of each annual peer group and updates it based on available market information when appropriate. For Fiscal 2025, the peer group consisted of the following 12 companies from the specialty construction and engineering services industry (the “2025 Peer Group”).

​

We do not view benchmarking as a stand-alone tool for setting compensation due to the aspects of our business and objectives that may be unique to us, but we believe that gathering and reviewing this information should be a part of our compensation-related decision-making process. In exercising its collective judgment in the assessment of executive pay, the Compensation Committee uses benchmarking as one consideration. We do not target executive compensation at any specific percentile or ranking within a peer group.

Say-on-Pay Vote and Stockholder Outreach

Overview. In 2017, our advisory vote to ratify our executive compensation failed to receive the majority support from our stockholders. Disappointed by this lack of support, the members of our Compensation Committee undertook a comprehensive stockholder outreach initiative in the summer and fall of 2017, which supplemented our ongoing investor relations program, to better understand the perspectives of our stockholders with respect to our compensation practices, and to evaluate and address any concerns or feedback we received. Based on the feedback we received from our stockholders, we made several significant changes to our executive compensation practices and disclosures. These enhancements were positively received, and the ratification of our executive compensation has occurred each year since then.

​

What We Heard. Prior year engagement efforts focused heavily on executive compensation, company strategy, board composition, succession planning, including the leadership changes at both Gemma and APC, risk management, capital allocation, and responsible business matters. Our 2025 outreach continued to focus on succession planning, retention, board composition, oversight of strategy and risk, and capital allocation. Similar to last year, stockholders expressed appreciation for our approach to succession planning. They also welcomed the introduction of quarterly earnings calls, which we initiated in the first quarter of Fiscal 2024. They valued the long-term strategy of retaining key individuals through extended employment contracts. Furthermore, our balanced approach to our capital allocation through our share repurchase program and regular quarterly dividends also received stockholder endorsement. Stockholders continued to express interest in Board tenure and composition and the desire to see increased succession planning at the Board level.  

Steps Taken. The feedback we received from stockholders last year was conveyed to the Board for its consideration, and responsive actions were taken by management during Fiscal 2025. In November 2024, we hired a new chief executive officer for SMC who brings over 25 years of industry experience and will focus on expanding the market presence of the business segment. In September 2024, following the announced retirement of Mr. Deily from the position of CFO, we promoted our senior corporate controller to the position of CFO. Mr. Deily continues to serve as the Company’s Compliance Officer and is assisting with the CFO transition. In September, we renewed employment contracts with Mr. Watson and Mr. Collins, extending their terms by an additional three years to promote continuity and strengthen organizational stability. As vacancies arose on the Board during Fiscal 2024 and 2025, we reassessed its composition and identified the complementary experience and expertise needed, leading to the appointments of Ms. Sweeney and Ms. Alexander as new directors. In the third quarter of Fiscal 2025, we increased our regular quarterly dividend by 25% to $0.375 per share of common stock, following a similar increase in the third quarter of the prior fiscal year, when we increased our regular quarterly dividend by 20% to $0.30 per share of common stock. As indicated, we are committed to extensive stockholder engagement in anticipation of our 2026 Annual Meeting. We look forward to ongoing dialogue with investors and will continue to consider their views and perspectives, as appropriate, in making executive compensation and other strategic decisions for the Company going forward.

Our Executive Compensation Program

​

Based on the feedback we received during our outreach efforts over the years, the Compensation Committee took action. We have enhanced the disclosures included in our proxy statements by providing discussion of our executive compensation program with greater clarity while attempting to identify for stockholders the specific factors that influence the annual decisions of the Compensation Committee on executive compensation.

We changed our standard stock option vesting period to three years from the one-year period used historically. The longer vesting period has been included in all stock option awards since January 2018. The Compensation Committee also reduced the number of shares of our Common Stock covered by annual stock option awards typically made to our CEO and CFO. The lower stock option awards are now complemented with the awards of restricted stock units which are intended to introduce a stronger performance-based equity component to our long-term incentive awards. Performance-based restricted stock units (“PRSUs”) have typically been awarded to our CEO and CFO annually, usually each April, since 2018. These awards vest over three-year periods based on our total stockholder return relative to the return of each award’s designated peer group of companies. We believe that this type of incentive award is more consistent with market practice. We also believe that the measurement of total stockholder return is an appropriate performance metric as the Holding Company NEOs are considered to have greater direct influence on these results. The investors expressed support for our use of restricted stock units as an element of our executive compensation program and the use of this metric-scheme specifically. Additionally, in April 2021, we further reduced the number of shares covered by stock option awards and added time-based restricted stock unites (“TRSUs”) as a component of the overall executive compensation program.

Additionally, in April 2021, the Company began to award renewable energy performance-based restricted stock units (“RRSUs”) in response to stockholder feedback and to incentivize the CEO of Gemma to add new business that grows the number and value of renewable energy projects awarded to Gemma. More recently, in April 2023, we added earnings per share performance-based restricted stock units (“EPRSUs”) to augment the overall executive compensation program, again reducing the number of stock option shares. EPRSU awards focus on the growth of the Company’s diluted EPS, a metric that we believe is a meaningful measurement of value provided to stockholders. These changes were made, in part, to address the negative impacts of stock options on dividend distributions, to encourage increased holdings of our stock, and to retain talent over the long-term.

Other Policies of our Executive Compensation Program

We also note here that as a result of our outreach efforts over the years, the Company has adopted policies and guidelines in order to incorporate evolving “best practices” into our executive compensation program. These policies, which were also described in previous proxy statements, are summarized below.

Stock Ownership Guidelines. The Board of Directors established stock ownership guidelines for the NEOs and the non-employee members of the Board to further align their economic interests with those of our stockholders. Under these guidelines, stock ownership includes shares owned directly or held in trust by an individual. The policy does not encompass shares that an individual has the right to acquire through the exercise of stock options. The guidelines were expected to be met within five years of the date they were established. The Board periodically reviews the stock ownership guidelines and

may make adjustments. The Board of Directors will require that each NEO owns a minimum number of shares of our Common Stock having a value as outlined in the table below.

​

Included in the number of shares held by each NEO presented above are 25% of the target number of shares of Common Stock that may be issued to each officer pursuant to outstanding restricted stock units even though such shares are not considered beneficially owned for purposes of the “Principal Stockholders” table included herein.

Until the applicable ownership requirement is achieved, each individual is required to retain shares of Common Stock with a total value of at least 50% of the intrinsic value, net of taxes, of any shares that he or she acquires under a Company stock plan. Excluding sales of shares related to taxes associated with the exercising of stock options or vesting of stock awards, no sales of existing stockholdings are permitted until the applicable required stock ownership quantity is attained. Once the applicable ownership requirement is attained, the individual may sell any shares that exceed the applicable minimum requirement.

Effective February 2025, we revised the minimum common stock ownership requirement for non-employee members of our Board of Directors to align better with the market and to attract and retain quality directors. Each non-employee member of our Board must now hold shares valued at eight times their base annual fee. Given the current annual base fee is $50,000, this equates to a minimum ownership requirement of $400,000 of our Common Stock. Most members of the Board have either exceeded the stock ownership threshold or are generally making satisfactory progress toward achieving the ownership requirement.

Clawback Policy. In October 2023, as required by the NYSE and the SEC, the Company adopted a revised clawback policy covering incentive-based compensation. Under this policy, if the Company is required to restate its financial statements due to material noncompliance with any financial reporting requirement under federal securities laws and if incentive-based compensation was paid, awarded or issued due to an incorrect calculation of any related financial performance metric, the Board shall promptly require reimbursement to the Company of the erroneously awarded incentive-based compensation.

Insider Trading Policy. The Company maintains an Insider Trading Policy that governs the purchase, sale, and other transactions involving its securities. This policy applies to the Company’s directors, officers and designated key employees, their family members, and specially designated outsiders who have access to the Company’s material nonpublic information (collectively, “covered persons”). The policy prohibits covered persons from buying or selling Company securities while in possession of material, nonpublic information. These policies also forbid the use of such information for personal gain or in any way that would violate applicable laws and regulations. The Insider Trading Policy is designed to support compliance with applicable laws, regulations, and stock exchange listing standards related to insider trading. A copy of the policy is included as Exhibit 19.1 in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025.

No Pledging Policy. As an element of the new stock ownership guidelines, no officer or director of the Company may pledge, hypothecate, or create any lien or security interest on, or enter into a margin contract secured by, any shares, options to purchase shares, or any other interest in shares of our Common Stock.

Anti-Hedging Policy. Our Board also approved an anti-hedging policy which prohibits all of our directors, employees, and agents from (i) speculative trading in our securities; (ii) engaging in hedging transactions using our securities; (iii) “short selling” our securities; or (iv) trading derivative securities, such as put options, call options, swaps, or collars related to our Common Stock.

Change-in-Control. Although there was not a clear consensus from our stockholders on this matter, the Compensation Committee has committed to a policy of not entering into any new employment agreements with “single-trigger” change-in-control provisions. As such, none of the current NEOs have employment agreements that include a “single-trigger” change-in-control provision.

Fiscal 2025 Business Highlights

Argan’s primary business is providing a full range of engineering, procurement, construction, commissioning, maintenance, project development and technical consulting services to the power generation market, including the renewable energy sector. We provide these services, primarily in the U.S., the Republic of Ireland (“Ireland”) and the United Kingdom (the “U.K.) through our Gemma and APC subsidiary operations. Argan also owns The Roberts Company, Inc. (“TRC”), a construction and field services firm with steel pipe and vessel fabrication capabilities serving industrial organizations primarily in the Southeast region of the U.S., and Southern Maryland Cable, Inc. (“SMC”), doing business as SMC Infrastructure Solutions, which provides utility construction services and comprehensive technology wiring solutions to customers primarily in the Mid-Atlantic region of the U.S.

CONSOLIDATED OPERATING RESULTS

​

Notable financial highlights from our operations for Fiscal 2025 include the following:

CONSOLIDATED BALANCE SHEET AND OTHER INFORMATION

As indicated above, our consolidated balance sheet remains solid, buoyed by a large cash and net liquidity position and no debt. Notable balance sheet and capital allocation highlights from Fiscal 2025 include the following:

In April 2025, our Board of Directors increased the share repurchase program by an additional $25 million to $150 million, reflecting its commitment to the program. Cumulatively, we have repurchased approximately 2.8 million shares of our Common Stock, or approximately 17% of the number of shares outstanding at the beginning of the share repurchase program in November 2021, and returned nearly $109 million to stockholders.

SUMMARY OF SEGMENT RESULTS FOR FISCAL 2025

​

Power Industry Services: Revenues from the power industry services business increased by 66%, or approximately $277 million, to $693 million for Fiscal 2025 compared with revenues of $416 million for Fiscal 2024, as current year construction activities increased for the Trumbull Energy Center, the Midwest Solar and Battery Projects, the 405 MW Midwest Solar Project and the Louisiana LNG Facility. Projects completed for Fiscal 2025 included the Guernsey Power Station, two projects in the Republic of Ireland and one in the U.K. These projects represented a mix of core gas-fired power plants as well as renewable energy projects. The revenues of the power industry services business were approximately 79% of consolidated revenues for Fiscal 2025 and 73% of consolidated revenues for the prior year.

Awarded to us in Fiscal 2023, the contract for the Trumbull Energy Center is a 950 MW natural gas-fired power plant located in Lordstown Ohio. During Fiscal 2025, construction activities for this project ramped up to peak levels. This combined cycle power station consists of two gas-fired, high efficiency combustion turbines with two heat recovery steam generators and a single steam turbine. Project completion is scheduled for the first quarter of Fiscal 2027.

In June 2024, we entered into a subcontract and commenced a project for the installation of five 90 MW, natural gas turbines that will provide a dedicated supply of power to a liquified natural gas (“LNG”) facility in Louisiana. This project represents a collaboration among three of our operating subsidiaries. Project completion is scheduled for the first half of Fiscal 2026.

In the fourth quarter of Fiscal 2025, project activity commenced pursuant to an EPC services contract that was awarded to us in December 2024 accompanied by a full-notice-to-proceed. This combined cycle plant will generate approximately 700 MW of natural gas-fired power.

Subsequent to January 31, 2025, we were awarded an EPC services contract by Sandow Lakes Energy Company, LLC and received a notice to proceed for a 1.2 GW ultra-efficient natural gas-fired power plant in Lee County, Texas (“SLEC Project”). Construction of this plant, which will be powered by two gas-fired turbines supplied by Siemens Energy, is scheduled to commence later in calendar 2025, and the project owner expects to commence power generation in 2028.

Under limited-notices-to-proceed received in Fiscal 2024, we commenced engineering, design, and major equipment procurement for three advanced solar and battery energy storage facilities in Illinois. With full customer approvals, construction accelerated in Fiscal 2025 across all three projects, which together will deliver 160 MW of power and 22 MW of storage capacity. Two projects were completed in the fourth quarter of Fiscal 2025, with the final project slated for completion in Fiscal 2026.

In August 2024, we received a full release to construct a utility-scale solar field in Illinois with the capacity to provide 405 MW of electrical power. The unique, multi-phased project includes solar-tracking panels that can be stowed by remote command for expected adverse weather events and will use pre-existing transmission and utility infrastructure from a nearby retired coal power plant. Project completion is scheduled for the first half of Fiscal 2027.

Atlantic Projects Company entered into an engineering, procurement and construction services contract with SSE Thermal, part of the integrated energy group SSE plc, for an approximately 300 MW biofuel power plant to be built in County Kerry, Ireland.  The Tarbert Next Generation Power Station will consist of Ansaldo Energia’s AE94.3A turbine that will run on 100% sustainable biofuels with the potential to convert to hydrogen. The flexible power generated at this facility will help to support Ireland’s energy security while delivering a renewables-led system. Enabling works are now underway ahead of full construction activities that are expected to commence later this year with planned completion towards the end of 2027.

With the value of new contract awards added to the remaining value associated with active projects, we are pleased to report that our consolidated project backlog amount rose to approximately $1.4 billion as of January 31, 2025, a meaningful increase from the balance of $0.8 billion as of January 31, 2024. Notably, as of April 2025, we are significantly above $1.4 billion with the addition of the SLEC Project subsequent to Fiscal 2025.

Industrial Construction Services: Revenues from our industrial construction services segment increased by approximately $25 million, or 17%, to $168 million for Fiscal 2025 compared with revenues of $143 million for Fiscal 2024. The Company’s effective business development efforts in a growing regional business environment led to new and larger customer project awards. The increased business volume reflects an emphasis on the performance of field service construction projects for continuing, repeat and new customers. Where appropriate, we leverage our metal fabrication capabilities in order to include the production of metal piping and pressure vessels in the scope of our field service construction project awards.

An unfavorable effect of the rapid growth in the revenues of this segment for Fiscal 2025 was a decline in its project backlog. However, the new business pipeline remains robust and we are confident about the future of this business. Since year-end, we have been awarded new work that has increased the project backlog of the industrial construction services segment significantly.

Telecommunications Infrastructure Services: The revenues of our telecommunications infrastructure reporting segment were $13.5 million and $14.3 million for Fiscal 2025 and Fiscal 2024, respectively, or approximately 2% of our consolidated revenues for each year. 

This segment operates in a fragmented and competitive business environment. We compete with providers ranging from regional companies to larger firms servicing multiple regions, as well as large national and multi-national contractors. We believe that we can compete favorably with the other companies in our market space by emphasizing our high-quality reputation, outstanding customer base, security-cleared personnel and highly motivated work force in striving for larger and more diverse contract awards.

In November 2024, we appointed a new chief executive officer for this segment, bringing over 25 years of industry experience. His focus will be on deepening our presence in existing markets and expanding the business beyond its current geographic footprint.

ARGAN’S DIVERSE BACKLOG SUPPORTS TRANSITION TO CLEANER EMISSIONS

​

Backlog grew to $1.4 billion at January 31, 2025, an increase of approximately 80% from the prior year end, and included full notices to proceed on a 700 MW combined-cycle natural gas project in the U.S. and a 300 MW biofuel power plant in Ireland. As noted earlier, our Power Industry Services and Industrial Construction Services segments entered into contracts subsequent to yearend that were added to project backlog in the first quarter of Fiscal 2026, most notably a 1.2 GW ultra-efficient natural gas-fired power plant project in Texas.

​

​

The graph presented below compares the percentage change in the cumulative total stockholder return on our Common Stock for the last five years with the S&P 500, a broad market index, and the Dow Jones US Heavy Construction TSM Index, a group index of companies where their focus is limited primarily to heavy civil construction. The returns are calculated assuming that an investment with a value of $100 was made in our Common Stock and in each index at January 31, 2020, and that all dividends were reinvested in additional shares of Common Stock. The graph lines merely connect the measuring dates and do not reflect fluctuations between those dates. The stock performance shown on the graph is not intended to be indicative of future stock performance.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

Among Argan, Inc., the S&P 500 Index

and the Dow Jones US Heavy Construction TSM Index

​

*$100 invested on 1/31/20 in stock or index, including reinvestment of dividends.

Copyright© 2024 Standard & Poor’s, a division of S&P Global. AlI rights reserved.

Copyright© 2024 S&P Dow Jones Indices LLC. a division of S&P Global. All rights reserved.

​

Over the five-year period ended January 31, 2025, Argan’s total shareholder return grew approximately 280%, ahead of the broader market and the heavy construction company index.

The following table presents our annualized one-year, three-year and five-year total stockholder returns, or “TSR” (defined as total stock market value appreciation plus dividends paid for the relevant period), and the comparable average TSR percentages for a group of peer companies. The peer group consists of 12 publicly traded companies selected by us and identified below in the “Competitive Market Positioning” section of this Proxy Statement. The table also presents the ranking of our performance compared to the peer group for each TSR period.

​

Fiscal 2025 Compensation Deliberations

This section of the discussion and analysis of our executive compensation covers Fiscal 2025 compensation deliberations and associated compensation decisions made by the Compensation Committee.

Pay for Holding Company Named Executive Officers Is "At Risk” and Aligned with Performance. The compensation program for holding company executives, our CEO and CFO, is designed to maintain a strong link between pay and performance. "At risk” compensation for these executives includes discretionary annual cash bonuses and long-term equity incentive awards (stock options and restricted stock units) through which the performance of each of the individual officers is rewarded.

It is important to differentiate between the NEOs who are officers of Argan, a holding company, and the NEO who is the Chief Executive Officer of Gemma, our principal operating company.

Our CEO, Mr. Watson, and our CFO, Mr. Baugher (together, the “Holding Company NEOs”), are employees of the holding company and are responsible for the following important activities:

In addition, the CEO and CFO regularly evaluate possible acquisition targets with the intention of identifying companies with significant potential for profitable growth and realizable synergies with one or more of our existing businesses, and that can be operated in a manner that best provides favorable cash flows for the Company and value for our stockholders.

The Holding Company NEOs are compensated pursuant to a program that sets base salaries at the lower end of the peer group. This reflects, in part, that their primary responsibilities relate to matters other than the performance of our subsidiaries. In order to achieve its objectives, the Compensation Committee has designed the executive compensation program utilizing four major pay elements for Messrs. Watson and Baugher:

​

The Compensation Committee considers each pay element in establishing and adjusting the executive compensation package for each Holding Company NEO so that the packages will provide the properly balanced incentives for the achievement of short and long-term objectives of the Company. The Compensation Committee does not rely on any single performance metric to assess the performance of the Holding Company NEOs. Instead, individual performance is analyzed based on a detailed review of factors and achievements, like those discussed below, that the Compensation Committee deemed critical to the Company’s long-term success.

The performance of the Holding Company NEOs for Fiscal 2025 was assessed using a number of different quantitative and qualitative factors associated with the Company’s operational and financial performance, stockholder value creation, capital allocation, succession planning, the retention and motivation of core employees, stockholder engagement and effectiveness in the areas of financial reporting and income tax planning. These factors are outlined in the sections below.

Typically, the Company is focused on maintaining gross margins and containing costs, even if it results in the Company choosing not to pursue certain revenue opportunities because they fail to meet our gross margin requirements. Nevertheless, in assessing executive performance for Fiscal 2025, the Compensation Committee looked at the following metrics for Fiscal 2025, among others, compared to Fiscal 2024 and Fiscal 2023.

​

We believe that EBITDA is a meaningful presentation that enables us to assess our operating performance by removing from our operating results the impacts of our capital structure, the effects of the accounting methods used to compute depreciation and amortization, and the effects of operating in different income tax jurisdictions. Further, we believe that EBITDA is widely used by investors and analysts as a measure of performance. In general, EBITDA, expressed as a percent of revenues, reflects our ability to convert revenue dollars into earnings, which is primarily driven by maintaining strong gross margins. Likewise, SG&A, expressed as a percent of revenues, is a meaningful measure of the effectiveness of our cost containment efforts. The return on equity metric measures our profitability based on dollars invested. Our reported amount of project backlog at a point in time represents the success of our business development efforts, as it is measured as the total value of projects awarded to us that we consider to be firm as of that date, less the amounts of revenues recognized to date on the corresponding projects.

For Fiscal 2025, we achieved revenues of $874 million, compared to revenues of $573 million and $455 million in Fiscal 2024 and Fiscal 2023, respectively. Consolidated gross margins for Fiscal 2025, Fiscal 2024 and Fiscal 2023 were 16.1%, 14.1% and 19.0%, respectively. Selling, general and administrative spend as a percentage of revenues declined to 6.0% for Fiscal 2025 from 7.7% and 9.8% in Fiscal 2024 and Fiscal 2023, respectively. Additionally, we continued to prioritize returning capital to our stockholders by providing nearly $18 million in cash dividends and repurchasing approximately $2 million in shares during Fiscal 2025. The Compensation Committee was pleased with the Company’s remarkable financial performance in Fiscal 2025, highlighted by an 80% year-over-year increase in project backlog to $1.4 billion as of January 31, 2025, and a 121% rise in EBITDA to $114 million compared to Fiscal 2024.

The metrics that are usually indicative of the effectiveness of business development activities, and the prospects for favorable future revenues and income, are project backlog and the value of awarded contracts. The Compensation Committee noted that all of our businesses contributed to the composition of our project backlog, which includes a healthy group of longer-term, fully committed projects. Further, we have added to our project backlog since year-end by entering into several contracts, including those related to a water treatment plant, datacenters, and a 1.2 GW ultra-efficient natural gas-fired power plant project in Texas. The members of the Compensation Committee believe that the diversity of the projects and the realistic future revenue prospects associated with these business opportunities in our project backlog are valid indications of favorable long-term revenue growth and the future profitable performance of the Company.

​

As discussed in the past, Rainer Bosselmann, our founder, announced his retirement in August 2022, after having served as chief executive officer and chairman of the board since 2003 and leading the Company through periods of acquisition integration, economic downturns and significant growth. Following his retirement, the Board promoted Mr. Watson to the Company’s President and Chief Executive Officer after he served as the Company’s Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary since 2015. In addition, the Board promoted Mr. Deily to the position of Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary after he served as the Company’s corporate controller since October 2007. In December 2022, subsequent to Mr. Deily’s promotion, the Company hired Mr. Baugher to serve as senior corporate controller. Upon the anticipated and announced retirement of Mr. Deily in September 2025, Mr. Baugher was promoted to the position of Senior Vice President, Chief Financial Officer, and Treasurer. Mr. Deily remains active as the Company’s Compliance Officer and continues to assist in the transition of the CFO duties.

During Fiscal 2024, we supplemented the corporate management team with the addition of a Senior Vice President, Legal. This addition brings us a seasoned lawyer and operator from a global engineering and construction firm who will enhance our commercial contract risk management and overall legal approach across all our subsidiaries. Mr. Michael Hundley also serves as the Company’s Corporate Secretary.

Over the past several years, the Company has also been focused on succession planning at its subsidiaries.

For our power industry services segment, in Fiscal 2024 we added a president for the renewable power group who returns to us with enhanced renewable energy project leadership skills. In November 2021, Mr. Collins transitioned from Co-President of Gemma to CEO of Gemma, a position that had been vacant. During Fiscal 2025, we made changes in the operational and financial leadership at APC.

At our industrial construction services segment, we have introduced strategic changes to strengthen the business for long-term success. In April 2022, the founder and chief executive officer TRC retired from the business after a record year of performance. Longtime employee and then-President of TRC since 2019, Mr. Bobby Foister, was promoted to TRC’s Chief Executive Officer, and has since led continued growth of that business. In Fiscal 2024, we made important additions to our roster of project managers at the business, and we hired Mr. Sean Terrell as president of TRC, who comes to us with rich experience in the management of various types of construction projects. In order to enhance our ability to retain the experienced staff and managers who are leading the growth of the industrial construction services segment, we introduced a deferred compensation plan in Fiscal 2024 to match similar plans established elsewhere in our Company.

As highlighted earlier, in Fiscal 2025 we appointed a new chief executive officer to lead our telecommunications infrastructure services segment, who brings with him over 25 years of industry experience.