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

On January 1, 2022, the Board of Directors of Granite Construction Incorporated (the "Company") appointed Staci Woolsey as Chief Accounting Officer. Ms. Woolsey will serve as the Company's principal accounting officer, a position previously held by Lisa Curtis. Ms. Curtis will continue to serve as the Company's Chief Financial Officer. Prior to this appointment and since joining the Company in June 2021, Ms. Woolsey, age 45, served in a non-officer role with accounting responsibilities and reported directly to Ms. Curtis. Prior to joining the Company, Ms. Woolsey was the Vice President and Corporate Controller from December 2018 to August 2020 and Vice President, Corporate Controller and Chief Accounting Officer from August 2020 to June 2021 of MDC Holdings, Inc. From February 2016 to December 2018, Ms. Woolsey was the Vice President and Controller of the Energy, Infrastructure and Industrial Construction division of AECOM. Ms. Woolsey received a bachelor's degree in accounting from the University of Idaho and is a certified public accountant.

As Chief Accounting Officer, Ms. Woolsey will receive: (1) an annual base salary of $380,000; (2) an annual incentive opportunity for 2022 under the Company's Annual Incentive Plan at a target achievement of 60% of her base salary; and (3) an equity award opportunity under the Company's Long-Term Incentive Plan at a target achievement of 77% of her base salary. Ms. Woolsey also participates in the Company's Executive Retention and Severance Plan III. Under the Executive Retention and Severance Plan III, Ms. Woolsey 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 two years after a change in control. Ms. Woolsey will also receive a vehicle allowance of $1,000 per month.


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