Pay vs Performance Disclosure

12 Months Ended

Jan. 31, 2024

USD ($)

Jan. 31, 2023

USD ($)

Jan. 31, 2022

USD ($)

Jan. 31, 2021

USD ($)

Pay vs Performance Disclosure

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)
2024	$	n/a	$	1,867,181	$	n/a	$	1,876,980	$	1,561,321	$	1,729,313	$	122	$	232	$	32,358	9.0	%
2023		1,911,619		1,398,444		2,158,773		1,596,121		1,888,785		2,162,355		104		206		34,704	10.6	%
2022		1,877,163		n/a		1,980,856		n/a		1,631,539		1,559,220		97		160		35,706	10.6	%
2021		1,027,895		n/a		1,110,509		n/a		997,554		1,063,796		110		128		23,811	7.5	%

(1) Mr. Bosselmann served as Chairman of the Board and CEO for Fiscal 2021, 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 and Fiscal 2024.

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

Fiscal 2021 – Mr. Watson (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary), Mr. Collins (Co-President, Gemma) and T. Colin Trebilcock (Co-President, Gemma).

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).

(4) Cumulative total shareholder return is calculated based on the value of an initial fixed investment of $100 on January 31, 2020, assuming the reinvestment of dividends.

(5) The peer group used for the calculations of the peer group total shareholder 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 four years ended January 31, 2024, are calculated as follows:

	Fiscal			Fiscal			Fiscal			Fiscal
($s in thousands)	2024			2023			2022			2021
Revenues	$	573,333		$	455,040		$	509,370		$	392,206
Net income, as reported	$	32,358		$	34,704		$	35,706		$	23,811
Income tax expense		16,575			11,296			11,356			1,074
Depreciation		2,013			2,983			3,367			3,715
Amortization of intangible assets		392			732			870			904
EBIDTA		51,338			49,715			51,299			29,504
EBITDA of non-controlling interest		-			1,606			(2,538)			(40)
EBITDA attributable to the stockholders of Argan, Inc.	$	51,338		$	48,109		$	53,837		$	29,544
EBITDA as a percent of revenues		9.0	%		10.6	%		10.6	%		7.5	%

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 2021, 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 and Fiscal 2024.

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

Fiscal 2021 – Mr. Watson (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary), Mr. Collins (Co-President, Gemma) and T. Colin Trebilcock (Co-President, Gemma).

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).

Peer Group Issuers, Footnote

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

Adjustment To PEO Compensation, Footnote

	Chief Executive Officers
	Fiscal Year Ended January 31,
	2021		2022		2023		2023		2024
	(Bosselmann)(1)		(Bosselmann)(1)		(Bosselmann)(1)		(Watson)(2)		(Watson)
Summary Compensation Table ("SCT") Total	$	1,027,895	$	1,877,163	$	1,911,619	$	1,398,444	$	1,867,181
Grant-date fair value of equity awards made during the year, as disclosed in the SCT		(601,061)		(1,425,250)		(949,952)		(759,962)		(886,169)
Fair value of unvested equity awards made during the year, measured as of year-end		854,824		657,043		946,327		757,062		1,014,585
Change in fair value of unvested equity awards granted in prior years, measured as of year-end		64,617		(364,221)		95,894		76,714		225,588
Change in fair value of vested equity awards granted in prior years, measured as of the vesting date		(235,766)		1,236,121		319,202		255,317		707
Change in fair value of equity awards granted in prior years that forfeited/failed to meet vesting conditions		–		–		(164,317)		(131,454)		(344,912)
Compensation Actually Paid	$	1,110,509	$	1,980,856	$	2,158,773	$	1,596,121	$	1,876,980

(1) Mr. Bosselmann served as Chairman of the Board and CEO for Fiscal 2021, Fiscal 2022 and a portion of 2023, and is therefore included as the CEO in the table for each year.

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

Non-PEO NEO Average Total Compensation Amount

$ 1,561,321

$ 1,888,785

$ 1,631,539

$ 997,554

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,729,313

2,162,355

1,559,220

1,063,796

Adjustment to Non-PEO NEO Compensation Footnote

	Other Named Executive Officers Average
	Fiscal Year Ended January 31,
	2021(1)		2022(2)		2023(3)		2024(3)
Summary Compensation Table ("SCT") Total	$	997,554	$	1,631,539	$	1,888,785	$	1,561,321
Grant-date fair value of equity awards made during the year, as disclosed in the SCT		(198,149)		(685,267)		(614,704)		(244,975)
Fair value of unvested equity awards made during the year, measured as of year-end		290,753		382,871		800,822		351,285
Change in fair value of unvested equity awards granted in prior years, measured as of year-end		28,431		(137,659)		57,748		99,404
Change in fair value of vested equity awards granted in prior years, measured as of the vesting date		(54,793)		367,736		114,006		11,016
Change in fair value of equity awards granted in prior years that forfeited/failed to meet vesting conditions		–		–		(84,302)		(48,738)
Compensation Actually Paid	$	1,063,796	$	1,559,220	$	2,162,355	$	1,729,313

(1) NEOs and their respective roles for Fiscal 2021: Mr. Watson (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary), Mr. Collins (Co-President, Gemma) and T. Colin Trebilcock (Co-President, Gemma).

(2) 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).

(3) 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).

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

$ 122

104

97

110

Peer Group Total Shareholder Return Amount

232

206

160

128

Net Income (Loss)

$ 32,358,000

$ 34,704,000

$ 35,706,000

$ 23,811,000

Company Selected Measure Amount

9.0

10.6

10.6

7.5

PEO Name

Mr. Watson

Revenues

$ 573,333,000

$ 455,040,000

$ 509,370,000

$ 392,206,000

Net income, as reported

32,358,000

34,704,000

35,706,000

23,811,000

Income tax expense

16,575,000

11,296,000

11,356,000

1,074,000

Depreciation

2,013,000

2,983,000

3,367,000

3,715,000

Amortization of intangible assets

392,000

732,000

870,000

904,000

EBIDTA

51,338,000

49,715,000

51,299,000

29,504,000

EBITDA of non-controlling interest

1,606,000

(2,538,000)

(40,000)

EBITDA attributable to the stockholders of Argan, Inc.

$ 51,338,000

48,109,000

53,837,000

29,544,000

Measure:: 1

Pay vs Performance Disclosure

Name

EBITDA

Measure:: 2

Pay vs Performance Disclosure

Name

EBITDA, expressed as a percent of revenues

Non-GAAP Measure Description

(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 four years ended January 31, 2024, are calculated as follows:

	Fiscal			Fiscal			Fiscal			Fiscal
($s in thousands)	2024			2023			2022			2021
Revenues	$	573,333		$	455,040		$	509,370		$	392,206
Net income, as reported	$	32,358		$	34,704		$	35,706		$	23,811
Income tax expense		16,575			11,296			11,356			1,074
Depreciation		2,013			2,983			3,367			3,715
Amortization of intangible assets		392			732			870			904
EBIDTA		51,338			49,715			51,299			29,504
EBITDA of non-controlling interest		-			1,606			(2,538)			(40)
EBITDA attributable to the stockholders of Argan, Inc.	$	51,338		$	48,109		$	53,837		$	29,544
EBITDA as a percent of revenues		9.0	%		10.6	%		10.6	%		7.5	%

Measure:: 3

Pay vs Performance Disclosure

Name

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

Measure:: 4

Pay vs Performance Disclosure

Name

Return on equity

Measure:: 5

Pay vs Performance Disclosure

Name

Project backlog

Bosselmann

Pay vs Performance Disclosure

PEO Total Compensation Amount

1,911,619

1,877,163

1,027,895

PEO Actually Paid Compensation Amount

2,158,773

1,980,856

1,110,509

Watson

Pay vs Performance Disclosure

PEO Total Compensation Amount

$ 1,867,181

1,398,444

PEO Actually Paid Compensation Amount

1,876,980

1,596,121

PEO | Bosselmann | Grant fair value of stock and option awards made during the year, as disclosed in the SCT

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(949,952)

(1,425,250)

(601,061)

PEO | Bosselmann | Fair value of unvested stock and option awards made during the year, measured as of year-end

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

946,327

657,043

854,824

PEO | Bosselmann | Change in fair value of unvested stock and option awards granted in prior years, measured as of year-end

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

95,894

(364,221)

64,617

PEO | Bosselmann | Change in fair value of vested stock and option awards granted in prior years, measured as of the vesting date

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

319,202

1,236,121

(235,766)

PEO | Bosselmann | Change in fair value of stock and option awards granted in prior years that forfeited/failed to meet vesting conditions

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(164,317)

PEO | Watson | Grant fair value of stock and option awards made during the year, as disclosed in the SCT

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(886,169)

(759,962)

PEO | Watson | Fair value of unvested stock and option awards made during the year, measured as of year-end

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

1,014,585

757,062

PEO | Watson | Change in fair value of unvested stock and option awards granted in prior years, measured as of year-end

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

225,588

76,714

PEO | Watson | Change in fair value of vested stock and option awards granted in prior years, measured as of the vesting date

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

707

255,317

PEO | Watson | Change in fair value of stock and option awards granted in prior years that forfeited/failed to meet vesting conditions

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(344,912)

(131,454)

Non-PEO NEO | Grant fair value of stock and option awards made during the year, as disclosed in the SCT

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(244,975)

(614,704)

(685,267)

(198,149)

Non-PEO NEO | Fair value of unvested stock and option awards made during the year, measured as of year-end

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

351,285

800,822

382,871

290,753

Non-PEO NEO | Change in fair value of unvested stock and option awards granted in prior years, measured as of year-end

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

99,404

57,748

(137,659)

28,431

Non-PEO NEO | Change in fair value of vested stock and option awards granted in prior years, measured as of the vesting date

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

11,016

114,006

$ 367,736

$ (54,793)

Non-PEO NEO | Change in fair value of stock and option awards granted in prior years that forfeited/failed to meet vesting conditions

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (48,738)

$ (84,302)