Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On October 12, 2020, the Board of Directors of Granite Construction Incorporated (the "Company") appointed Elizabeth L. Curtis as Chief Accounting Officer and Vice President, Investor Relations, effective immediately. Ms. Curtis will serve as the Company's principal accounting officer, a position previously held by Jigisha Desai. Ms. Desai will continue to serve in her role as the Company's Chief Financial Officer. Prior to this appointment, Ms. Curtis has been serving as the Company's Vice President of 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 $325,000; (2) an annual incentive opportunity under the Company's Annual Incentive Plan at a target achievement of 30% of her base salary, applicable commencing with the 2020 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 50% 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.

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