Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 26, 2021, the Board of Directors (the "Board") of Granite Construction Incorporated (the "Company") appointed Elizabeth L. Curtis as Executive Vice President, Chief Financial Officer and Assistant Secretary, effective immediately. Prior to this appointment, Ms. Curtis, age 54, had been serving as the Company's Chief Accounting Officer since October 2020 and Vice President, Investor Relations since June 2019 and she served as the Company's Vice President and Integration Management Officer from June 2018 to June 2019. Ms. Curtis served as Vice President and Chief Accounting Officer for Layne Christensen Company from February 2016 to June 2018 prior to its merger with the Company. Prior to the Layne Christensen Company, Ms. Curtis worked for Cameron starting in 2009, serving in positions of increasing responsibility, most recently serving as Controller, External Reporting, Accounting Policies and Internal Controls from January 2015 to January 2016. Ms. Curtis began her career in public accounting with Deloitte and graduated from Texas A&M University with bachelor's degrees in accounting and finance. Ms. Curtis is a Certified Public Accountant in Texas.

In connection with Ms. Curtis's appointment, she will receive: (1) an annual base salary of $450,000; (2) an annual incentive opportunity under the Company's Annual Incentive Plan at a target achievement of 75% of her base salary, commencing with the 2021 fiscal year under the terms of the Company's Annual Incentive Plan; and (3) an equity award opportunity under the Company's Long-Term Incentive Plan at a target achievement of 100% of her base salary. Ms. Curtis also participates in the Company's Executive Retention and Severance Plan III. Under the Executive Retention and Severance Plan III, Ms. Curtis will be entitled to a severance multiple of 2x in the event her employment is terminated without cause by the Company or she resigns with good reason, in either case, within three years after a change in control. Ms. Curtis will also receive a vehicle allowance of $1,000 per month.

Additionally, on January 26, 2021, the Board appointed Jigisha Desai as Executive Vice President, Chief Strategy Officer and Assistant Secretary, effective immediately. Prior to this appointment, Ms. Desai, age 54, served as Senior Vice President and Chief Financial Officer since July 2018. She served as Vice President of Corporate Finance, Treasurer & Assistant Financial Officer from 2013 to 2018, Vice President, Treasurer & Assistant Financial Officer from 2007 to 2013, Assistant Treasurer & Assistant Secretary from 2001 to 2007 and Treasury Manager from 1993 to 2001. Ms. Desai is a Member of the Association of Financial Professionals and the American Road & Transportation Builders Association. She also serves on the Board of Directors of 1st Capital Bank. Ms. Desai received a Bachelor's degree in Accounting from the University of Houston, an M.B.A. in Corporate Finance from Golden Gate University and completed Harvard Business School's Advanced Management Program. She is a Certified Treasury Professional.

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