DEF 14A of Myr Group Inc.
Filed Mar 5, 2025 · FY20240000700923-25-000011
YOUR VOTE IS IMPORTANT
| EXECUTIVE COMPENSATION TABLES | 52 | | 2024 Summary Compensation Table | | | 2024 Grants of Plan-Based Awards | | | Employment Agreements | | | Outstanding Equity Awards at 2024 Fiscal Year End | | | 2024 Option Exercises and Stock Vested | | | Potential Payments Upon Termination or Change in Control | | | 2024 CEO Pay Ratio | | | PAY VERSUS PERFORMANCE | 61 | | PROPOSAL 2. ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 64 | | AUDIT COMMITTEE MATTERS | 66 | | Committee Independence and Responsibilities | | | Pre-Approval Policies | | | Independent Auditor's Fees | | | Audit Committee Report for the Year Ended December 31, 2024 | | | PROPOSAL 3. RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 68 | | OTHER MATTERS THAT MAY BE PRESENTED AT THE 2025 ANNUAL MEETING | 69 | | OWNERSHIP OF EQUITY SECURITIES | 70 | | QUESTIONS AND ANSWERS ABOUT THE 2025 ANNUAL MEETING AND VOTING | 71 | | 2026 ANNUAL MEETING OF SHAREHOLDERS | 74 | | APPENDIX A: PROXY CARD | 75 | | APPENDIX B: RETURN ON INVESTED CAPITAL (“ROIC”) NON-GAAP MEASURE | 77 |
Our Director Nominees
Our Director Nominees At our 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”), shareholders approved amendments to our Restated Certificate of Incorporation (the “Certificate of Incorporation”) to phase out our classified Board so that the Board is fully declassified from and after the election of Directors at our 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). As a result, at the 2025 Annual Meeting, the Class III directors standing for election will be elected for a one-year term that expires at our 2026 Annual Meeting. Beginning with the 2026 Annual Meeting, all Directors will stand for election each year for one-year terms. You are being asked to vote on the election of two Class III directors, each for a term ending in 2026 and until a successor has been duly elected and qualified. Directors will be elected by the affirmative vote of a majority of votes cast in this uncontested election.
Our Director Nominees
| | Age | Director Since | Primary Occupation | Independent | Other Public Boards | Committee Membership | | | Board Recommendation | | | | | | | | Audit | Comp | NESG | | | Bradley T. Favreau | 41 | 2016 | Partner, Engine Capital Management, LLC | Yes | American Outdoor Brands, Inc. | • | • | • | For | | Ajoy H. Karna | 58 | 2022 | Finance and Strategy Executive | Yes | None | • | • | • | For |
2025 DIRECTOR NOMINEES - CLASS III
2025 DIRECTOR NOMINEES - CLASS III The following is information as of February 28, 2025, regarding each director who is up for election at the 2025 Annual Meeting.
Nominees for Election as Class III Directors
Nominees for Election as Class III Directors
Nominees for Election as Class III Directors
| | Bradley T. Favreau Age: 41 Director Since: 2016 Independent: Yes Nominated for Class: III Committee Membership: Audit ☐ Compensation ☒ NESG ☒ Meeting Attendance: 100% Other Current Public Directorships: American Outdoor Brands, Inc. Mr. Favreau currently serves as Partner at Engine Capital Management, LLC (“Engine Capital Management”), which serves as the investment manager to value-oriented special situations funds that invest both actively and passively in companies undergoing change. Mr. Favreau has been at Engine Capital Management since 2013. His responsibilities include sourcing and evaluating investment opportunities as well as monitoring portfolio risk and position sizing. Mr. Favreau has served as a director and member of the Compensation Committee at American Outdoor Brands, Inc., a leading provider of outdoor lifestyle products and accessories, since 2022. From 2015 to 2017, Mr. Favreau served as a director and a member of the Audit Committee of RDM Corporation, a provider of solutions for the electronic commerce and payment processing industries. Prior to Engine Capital Management, in 2011, Mr. Favreau served as a consultant at HUSCO International, a global leader in the development and manufacture of hydraulic and electro-hydraulic controls for off-highway applications. At HUSCO International, his duties included identifying and initiating supply chain improvement initiatives. Mr. Favreau has also worked as an investment professional at Apax Partners, an international private equity investment group, and in the mergers and acquisition group at UBS AG. Mr. Favreau received a Master of Business Administration from Columbia Business School and a Bachelor of Science degree from the Kelley School of Business at Indiana University. Qualifications, Experience, Key Attributes and Skills: Mr. Favreau’s experience at an investment firm with investments in a broad range of industries provides the Board with additional financial and operational expertise. Such knowledge helps our Company to position itself for future growth and allocate capital effectively. Mr. Favreau’s experiences as a director and member of the Audit Committee of RDM Corporation and as a consultant at HUSCO International offer the Board additional awareness and perspectives for the Company’s oversight and risk management functions. Mr. Favreau, with his financial background and experience serving on another board of directors, has proven to be a valuable asset to the Board, the Compensation Committee and the NESG Committee. |
Nominees for Election as Class III Directors
| 16 | MYR GROUP INC. | 2025 PROXY STATEMENT |
Nominees for Election as Class III Directors
| | Ajoy H. Karna Age: 58 Director Since: 2022 Independent: Yes Nominated for Class: III Committee Membership: Audit ☒ Compensation ☐ NESG ☐ Meeting Attendance: 100% Other Current Public Directorships: None Mr. Karna served as Executive Vice President and Chief Financial Officer of Covetrus, Inc., a global animal-health technology and services company, from 2022 through 2024. From 2012 through 2022, Mr. Karna held senior management roles with Sysco Corporation, a wholesale restaurant food distributor, including Senior Vice President, Treasury, M&A & Corporate Finance; Senior Vice President, Finance; Senior Vice President & CEO, Foodservice Europe; and Senior Vice President, Strategy and CFO International. Prior to Sysco, Mr. Karna served in various senior roles for PepsiCo, Inc. and its subsidiaries including Senior Vice President, Merger and Acquisitions. Prior to PepsiCo, Inc., Mr. Karna served in various finance roles of increasing responsibility for the Quaker Oats Company. Mr. Karna holds an undergraduate degree in finance from Georgetown University and a Masters of Business Administration degree from Northwestern University. Qualifications, Experience, Key Attributes and Skills: Mr. Karna's more than 35 years of experience in finance, strategy, and management provide the Board with added insight into financial, business, and strategic matters. Additionally, Mr. Karna’s international business, treasury, supply chain, and mergers & acquisitions experience provide value to the Board. His time with large multi-national corporations such as Sysco Corporation, and PepsiCo, Inc., as well as other companies, allows him to provide a unique perspective and serve as a valuable asset to the Board and as an important member of our Audit Committee. |
Nominees for Election as Class III Directors
| MYR GROUP INC. | 2025 PROXY STATEMENT | 17 |
CONTINUING CLASS I AND CLASS II DIRECTORS AND OTHER CLASS III DIRECTORS
CONTINUING CLASS I AND CLASS II DIRECTORS AND OTHER CLASS III DIRECTORS The following is information as of February 28, 2025 regarding our continuing Class I and Class II Directors, whose terms expire at our 2026 Annual Meeting and other Class III directors.
CLASS II DIRECTORS
CLASS II DIRECTORS
CLASS II DIRECTORS
| | Kenneth M. Hartwick Age: 62 Director Since: 2015 Independent: Yes Class: I Committee Membership: Audit ☒ Compensation ☐ NESG ☐ Meeting Attendance: 100% Other Current Public Directorships: None Mr. Hartwick served from 2019 until his retirement in 2024 as a Director, President and CEO for Ontario Power Generation Inc. (“OPG”), a provincial owner of power generation in Ontario, Canada and the United States. Mr. Hartwick is currently providing transition support to OPG. Previously, Mr. Hartwick served as Senior Vice President of Finance, Strategy, Risk & Chief Financial Officer for OPG from 2016 to 2019. From 2015 to 2016, Mr. Hartwick served as the Chief Financial Officer of Wellspring Financial Corporation, a Canadian sales financing company. Prior to joining Wellspring Financial Corporation, Mr. Hartwick served for ten years as Director, President and Chief Executive Officer of Just Energy Group Inc., an integrated retailer of commodity products. At Just Energy Group, Inc., his role included putting in place a broad set of financing arrangements for growth in North America and the United Kingdom and the expansion of the sales organization across these locations. Prior to that, Mr. Hartwick held a variety of senior executive roles, gaining an extensive financial background in the energy, consumer products and capital markets areas, including the positions of Chief Executive Officer and Chief Financial Officer at Just Energy Group, Inc., Chief Financial Officer at Hydro One, Inc. and a partner at Ernst & Young LLP. In each of these roles, Mr. Hartwick participated in the expansion and growth of the businesses and the establishment of financial platforms to support that growth. Mr. Hartwick also served on the Board of Directors of Via Renewables, Inc., a retail energy services company from 2014 to 2024. From 2004 to 2016, Mr. Hartwick served on the Board of Directors of Atlantic Power Corporation, a publicly-traded power generation company in the United States and Canada. From 2014 through 2016, Mr. Hartwick served on the Board of Governors for Trent University, his alma mater. Mr. Hartwick earned his Honors of Business Administration Degree from Trent University, Peterborough, Ontario and is a Certified Public Accountant. Qualifications, Experience, Key Attributes and Skills: Mr. Hartwick’s experience in senior executive positions, including the roles of chief executive officer and chief financial officer, brings leadership, risk management, and strategic planning experience to the Board and Audit Committee. Mr. Hartwick’s in-depth knowledge of financing initiatives as a senior executive in North American markets provides the Board with proficiencies to support business development, growth strategies and expenditure plans. Mr. Hartwick’s experience as a director of other publicly-traded companies enables him to provide insights into a variety of strategic planning, risk management, compensation, finance and governance practices. The culmination of Mr. Hartwick’s leadership in the energy industry and financial sector make him a valued advisor and highly qualified to serve as Board Chair and as a member of our Audit Committee. |
CLASS II DIRECTORS
| 18 | MYR GROUP INC. | 2025 PROXY STATEMENT |
CLASS II DIRECTORS
| | Jennifer E. Lowry Age: 56 Director Since: 2018 Independent: Yes Class: I Committee Membership: Audit ☒ (Chair) Compensation ☐ NESG ☐ Meeting Attendance: 100% Other Current Public Directorships: Clearway Energy, Inc. & TPI Composites, Inc. Ms. Lowry is a finance and strategy executive. Ms. Lowry served as Vice President of Risk, Treasury and Corporate Finance for McCormick & Company, Inc., a global food company, from 2016 until her retirement in 2021. From 2012 to 2016, Ms. Lowry held senior management roles with Exelon Corporation (“Exelon”), a U.S. power generator, and Constellation Energy Group, Inc. (“Constellation”), an energy company which merged with Exelon. With Constellation she served as Treasurer and Vice President, and while at Exelon she was Senior Vice President, Generation Company Strategy. Prior to that, she held executive positions at companies within the electric power industry including Cogentrix Energy Group, Inc. and The AES Corporation, where she worked in Treasury, Corporate Finance and Project Development Groups. Since February 2022, Ms. Lowry has served on the board of Clearway Energy, Inc., where she currently is the chair of the Energy Risk Management Committee. Ms. Lowry served on the board of directors of Electriq Power Holdings, Inc. from August 2023 through May 2024. In November 2024, Ms. Lowry was appointed to the board of directors of TPI Composites, Inc., a leading wind-blade manufacturer. In January 2025, she was appointed the chair of the audit committee of TPI Composites, Inc.. Ms. Lowry also has served on numerous governing committees within Constellation and Exelon and previously served as Chair of the Maryland Zoo Board of Trustees. She attended Dartmouth College, where she earned a Bachelor of Arts degree and Bachelor of Engineering degree with a focus on electrical engineering, and she earned a Masters in Management from the Northwestern University Kellogg School of Management. Qualifications, Experience, Key Attributes and Skills: Ms. Lowry’s experience in senior executive positions, in several industries, including the electric power industry with several major utilities, brings industry knowledge and expertise, strong leadership qualities and a diverse set of finance, strategy, risk management, and governance skills to our Board. Her financial and strategic transactional experience with both national and global organizations offers unique perspectives to our Board. Additionally, Ms. Lowry achieved and holds a NACD directorship certification. Ms. Lowry’s collective leadership, experience and skillset makes her a valuable asset and highly qualified to serve on our Board and as the Chair of our Audit Committee. |
CLASS II DIRECTORS
| MYR GROUP INC. | 2025 PROXY STATEMENT | 19 |
CLASS II DIRECTORS
| | Richard S. Swartz Age: 61 Director Since: 2019 Independent: No Class: I Committee Membership: Audit ☐ Compensation ☐ NESG ☐ Meeting Attendance: 100% Other Public Directorships: None Mr. Swartz was appointed President and CEO of MYR Group in 2017. Mr. Swartz also chairs the Company’s internal executive committee. Mr. Swartz has more than 40 years of industry experience. He began his career in field operations, and subsequently served in a variety of senior management positions including as the Vice President of our subsidiary Sturgeon Electric Company, Inc. (“Sturgeon Electric”) C&I division, Vice President of Sturgeon Electric’s T&D—Midwest division, Group Vice President C&I and T&D—West, and MYR Group’s Executive Vice President and Chief Operating Officer for six years, preceding his CEO appointment. Mr. Swartz was instrumental in the development and inception of project management and productivity improvement programs as well as in the formulation of several corporate safety initiatives. He spearheaded Sturgeon Electric’s participation in OSHA's Voluntary Protection Program (“VPP”) for the Mobile Workforce Demonstration Program, for which Sturgeon Electric has achieved and maintained STAR status since 2008. Qualifications, Experience, Key Attributes and Skills: Mr. Swartz’s 40 plus years of experience with the Company’s operations brings leadership, risk management, technical and strategic planning experience to the Board. His extensive knowledge of the Company’s personnel and capabilities provides valuable insight to the Board. |
CLASS II DIRECTORS
| 20 | MYR GROUP INC. | 2025 PROXY STATEMENT |
CLASS II DIRECTORS
CLASS II DIRECTORS
CLASS II DIRECTORS
| | Donald C.I. Lucky, KC Age: 62 Director Since: 2015 Independent: Yes Class: II Committee Membership: Audit ☐ Compensation ☒ NESG ☒ (Chair) Meeting Attendance: 100% Other Public Directorships: None Mr. Lucky is a construction attorney and the Construction Practice Leader at the century-old Alberta-based law firm of Reynolds Mirth Richards & Farmer LLP, where he has practiced since 1988 and previously served as Managing Partner. He has advised contractors and owners in major power projects, including oil and gas, solar, wind and carbon capture, engineer procurement and construction mega projects and more than 100 public-private finance infrastructure projects (hospitals, penitentiaries, water treatment and transportation) throughout Canada, the United States and Australia. Mr. Lucky has appeared as counsel at all levels of the Courts of Alberta and the Northwest Territories and in mediations and arbitrations as counsel and adjudicator. In addition to his practice of law, he taught Construction Law at the University of Alberta from 2002 to 2015 and has received numerous industry awards and recognitions in the area of construction law and otherwise, including being inducted into the Canadian College of Construction Lawyers in 2009. Mr. Lucky earned his Bachelor of Commerce and Bachelor of Law degrees from the University of Alberta, and his Master of Law degree from the University of Cambridge. Mr. Lucky was appointed as King’s Counsel in 2024. Qualifications, Experience, Key Attributes and Skills: Throughout his career as an attorney in the construction industry, Mr. Lucky has demonstrated a detailed understanding of the legal issues and risks of our current and expanding markets. Mr. Lucky’s perspective as an academic and his involvement in various energy projects in multiple countries provides the Board with valuable new ideas and perspectives. Mr. Lucky’s experience in the construction industry, along with the wealth of knowledge he has gained through advocating for contractors, gives the Board significant insight for our strategic planning as well as an understanding and awareness of the Company’s opportunities and challenges, all of which makes him highly qualified to serve as Chair of the NESG Committee and as a member on the Compensation Committee. |
CLASS II DIRECTORS
| MYR GROUP INC. | 2025 PROXY STATEMENT | 21 |
CLASS II DIRECTORS
| | Shirin S. O'Connor Age: 61 Director Since: 2020 Independent: Yes Class: II Committee Membership: Audit ☐ Compensation (Chair) ☒ NESG ☒ Meeting Attendance: 100% Other Public Directorships: None Ms. O’Connor has served as Corporate Vice President - Engineering, Procurement, and Construction at Microsoft Corporation, a technology company, since 2022. She previously served as Vice President, Global Engineering, Global Procurement, and Quality/Continuous Improvement at Air Products and Chemicals, Inc., an industrial gases company, from 2020 to 2022. In 2020, Ms. O’Connor also served as Vice President, Project Director for Fluor Corporation’s (an engineering and construction firm) Energy and Chemicals Business Line. She has over 28 years of experience executing and leading large and mega capital projects for a wide range of industries including Energy and Chemicals, Advanced Technologies and Life Sciences, and Mining and Metals both domestically and internationally. Ms. O’Connor also previously served as Fluor’s Director of Engineering for Americas from 2018 to 2020 providing leadership oversight of engineering resources and execution in South America, US, and Canada. Prior to this role, Ms. O'Connor served as a Project Director for Fluor Corporation from 2005 to 2018. Ms. O’Connor earned a Bachelor of Science degree in electrical engineering from Clemson University and a Master of Science degree in electrical engineering from the University of South Carolina. Ms. O’Connor is also a registered professional engineer. Qualifications, Experience, Key Attributes and Skills: Ms. O’Connor has substantial project management, leadership, and engineering experience, including leading mega projects and support groups in the engineering construction sector. Her skills of oversight, management, and estimating of large-scale engineering, procurement and construction projects provide the Board and management with valuable insight; and contribute to the Board’s understanding of the work routinely performed by the Company. Ms. O’Connor’s ability to quickly understand large project opportunities broadens our Board’s experience and understanding of our work and the accompanying risk. Her experiences, including leading groups in sophisticated multinational organizations, make Ms. O’Connor well qualified to serve as the Chair of the Compensation Committee and as a member on the NESG Committee. |
CLASS II DIRECTORS
| 22 | MYR GROUP INC. | 2025 PROXY STATEMENT |
OTHER CLASS III DIRECTORS
OTHER CLASS III DIRECTORS
OTHER CLASS III DIRECTORS
| | William D. Patterson Age: 70 Director Since: 2007 Independent: Yes Class: III Committee Membership: Audit ☐ Compensation ☒ NESG ☐ Meeting Attendance: 100% Other Public Directorships: None Mr. Patterson is a retired water utility executive who is currently engaged in not-for-profit and philanthropic activities. From 2010 through 2016, Mr. Patterson provided advisory and consulting services to utilities through EnSTAR Management Corporation, a company that he founded. In 2010, Mr. Patterson retired from American Water Works Company Inc. (“American Water Works”), the largest investor-owned U.S. water and wastewater utility company. From 2009 until his retirement in 2010, Mr. Patterson served as Senior Vice President of Corporate and Business Development for American Water Works. From 2005 to 2008, Mr. Patterson served as Senior Vice President and Chief Financial Officer of Pennichuck Corporation, an investor-owned water utility holding company. From 2003 to 2005, he served as an executive advisor to Concentric Energy Advisors, a private firm located in Marlborough, Massachusetts, providing financial advisory and consulting services for utilities. His experience also includes nearly 20 years of work within the investment banking industry, serving in senior positions at E.F. Hutton, Shearson Lehman and Smith Barney, where he was managing director and co-head of the corporate finance department’s regulated utilities practice. Mr. Patterson earned his Bachelor of Science degree in civil engineering from Princeton University, graduating summa cum laude. He earned his Master of Business Administration degree in finance and accounting from the University of Chicago Booth School of Business. Qualifications, Experience, Key Attributes and Skills: Mr. Patterson is a financial executive and expert with 30 years of experience primarily serving the regulated utility and energy/utility infrastructure markets. Mr. Patterson brings a broad-based track record of success as a banker, investor and advisor and has held senior management and independent director positions for both public and private companies. His service as a senior executive for various companies in the utility industry provides him with an understanding and awareness of our markets and a valuable perspective that make Mr. Patterson highly qualified to serve as a member of our Board. |
OTHER CLASS III DIRECTORS
| MYR GROUP INC. | 2025 PROXY STATEMENT | 23 |
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION We use a combination of cash and equity-based compensation to attract and retain directors and to compensate directors for their service on the Board in amounts that are commensurate with their Board and committee responsibilities. The Compensation Committee reviews director compensation periodically and recommends changes to the Board when it deems them appropriate. The Compensation Committee and the Board consider analyses prepared by the Compensation Committee’s independent executive and director compensation consultant, Mercer, a wholly-owned subsidiary of March & McLennan Companies, Inc. ("Mercer"), of reported director compensation practices at our peer companies. The Compensation Committee generally seeks to target our directors’ total compensation (defined as total cash compensation and total equity compensation) at or near the median total compensation of the directors of our peers. In February 2022, at the request of our Compensation Committee, Mercer performed and presented to the Compensation Committee a study of reported non-employee director compensation practices (the “2022 Mercer Non-Employee Director Compensation Study”). The 2022 Mercer Non-Employee Director Compensation Study included comparisons of our non-employee director compensation to a peer group of companies, which assisted the Compensation Committee with designing our non-employee director compensation program to be competitive with the peer group and other companies in our markets. According to the 2022 Mercer Non-Employee Director Compensation Study, total cash compensation compared to a group of our peers was below the 50th percentile and annual equity compensation was near the 50th percentile, which resulted in total direct compensation below the 50th percentile. In 2024, the Compensation Committee again considered the 2022 Mercer Non-Employee Director Compensation Study and changes in the Board’s structure and recommended to the Board, and the Board approved, no changes to non-employee director compensation for 2024, which was as follows: •Annual retainer of $80,000 (including seven in-person Board meetings and up to ten telephonic Board meetings); •Additional cash compensation of $2,000 for attendance in-person and $1,000 for attendance telephonically for each additional meeting above the number of Board meetings included in the annual retainer; •Annual retainer of $50,000 annually for the Board Chair; •Annual retainer of $20,000 for the Chair of the Audit Committee; •Annual retainer of $15,000 for the Chair of the Compensation Committee; •Annual retainer of $12,500 for the Chair of the NESG Committee; •Annual equity award of $110,000 in the form of time-based restricted stock units ("Restricted Stock Units"); •Additional annual equity award of $50,000 for the Board Chair in the form of Restricted Sock Units; and •Reimbursement for reasonable costs and expenses incurred in connection with attendance at Board and committee meetings.
NON-EMPLOYEE DIRECTOR COMPENSATION
| 24 | MYR GROUP INC. | 2025 PROXY STATEMENT |
Director Compensation Table
Director Compensation Table The following table sets forth the compensation received by each of our non-employee directors in the year ended December 31, 2024. Beginning with the Board meeting in April 2024 our non-employee directors received one-quarter of the annual cash retainer and one-quarter of the additional cash compensation for serving as the Chair of a board committee or as Board Chair at each quarterly board meeting:
Director Compensation Table
| DIRECTOR COMPENSATION | | | | | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | Total ($) | | Bradley T. Favreau | 80,000 | 109,953 | 189,953 | | Kenneth M. Hartwick(4) | 130,000 | 159,991 | 289,991 | | Ajoy H. Karna | 80,000 | 109,953 | 189,953 | | Jennifer E. Lowry(5) | 100,000 | 109,953 | 209,953 | | Donald C.I. Lucky(6) | 92,500 | 109,953 | 202,453 | | Shirin S. O'Connor | 80,000 | 109,953 | 189,953 | | William D. Patterson(7) | 95,000 | 109,953 | 204,953 |
Director Compensation Table
(1)This column reflects the cash fees earned by directors in 2024, including fees that were paid in the form of common stock. Our non-employee directors have the option of receiving between 10% and 60% of their annual cash retainer in the form of our common stock. In addition to fees received, the amounts in this column include the cash equivalent of the stock received by a director making this election. In 2024, none of our directors elected to receive shares of stock as a portion of their annual retainer. (2)Messrs. Favreau, Karna, Lucky, and Patterson, and Mses. Lowry and O'Connor were each awarded 668 Restricted Stock Units and Mr. Hartwick was awarded 972 Restricted Stock Units, on April 24, 2024. The amounts in this column represent the aggregate grant date fair value of those awards in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Compensation-Stock Compensation Topic 718, excluding the effect of estimated forfeitures. These awards vest at the end of a one-year period. These amounts are based upon the closing stock price on the date of the grant for these awards and may not correspond to the actual value that may be recognized. Assumptions used in the calculation of these amounts are included in footnote 15 to our audited consolidated financial statements for the fiscal year ended December 31, 2024, included in our 2024 Annual Report on Form 10-K (the "2024 Form 10-K"). (3)As of December 31, 2024, Messrs. Favreau, Karna, Lucky, and Patterson and Mses. Lowry and O'Connor each held 668 unvested Restricted Stock Units, and Mr. Hartwick held 972 unvested Restricted Stock Units. (4)Includes cash compensation of $50,000 for Mr. Hartwick's service as Board Chair. (5)Includes cash compensation of $20,000 for Ms. Lowry's service as the Chair of the Audit Committee. (6)Includes cash compensation of $12,500 for Mr. Lucky's services as the Chair of the NESG Committee. (7)Includes cash compensation of $15,000 for Mr. Patterson's service as the Chair of the Compensation Committee.
Pay For Performance
In 2024, we did not meet our pretax financial performance threshold resulting in no annual cash incentive payouts for our financial performance goal under the MIP. We exceeded our targets for safety performance goals, resulting in above target annual cash incentive payouts under the MIP for our total case incident rate safety performance goal and our lost time incident rate safety performance goal. Our aggregate ROIC performance for the three years ended December 31, 2024, 2023 and 2022 resulted in a payout of 100.1%, which was above target but below maximim for ROIC grants made in 2022. For the 2022 TSR performance shares, TSR performance ranked at the 38th percentile which was above threshold but below target and, therefore, 64.0% of the target number of TSR performance shares were earned.
KEY FEATURES OF OUR COMPENSATION
| We seek to adhere to executive compensation best practices | | | ☑ | Competitive Pay. We provide our executive officers with total compensation opportunities at levels that are competitive with our peer companies, and we reward outstanding performance and the achievement of strategic goals. | | ☑ | Capped Incentive Awards. Annual cash incentive awards are capped at 220% of target for our CEO and lesser amounts for our other NEOs, and the number of performance shares that can be earned is capped at 200% of target for all NEOs. | | ☑ | Independent Compensation Consultant. Our Compensation Committee has engaged its own independent compensation consultant, which performs an annual comprehensive market analysis of our executive compensation programs and pay levels. | | ☑ | Peer Companies. We conduct a rigorous peer group assessment and maintain a peer group that provides a valuable comparison for compensation decisions. | | ☑ | Clawback Policy. In accordance with the requirements of the Nasdaq listing standards, we maintain a Clawback Policy that empowers the Company to recover certain incentive compensation erroneously awarded to a Covered Officer in the event of an accounting restatement. | | ☑ | Risk Assessment. The Compensation Committee performed a risk assessment and determined that no element of our compensation program was reasonably likely to have a material adverse effect on our Company. |
KEY FEATURES OF OUR COMPENSATION
| What we do to align executive compensation with the interests of our shareholders | | | What we don’t do | | ☑ | Pay for Performance. We grant equity awards that provide a mix of retention-based awards and awards that will reward our executives for the achievement of long-term performance goals that are intended to maximize shareholder value. | ⊗ | No Hedging or Pledging. We have an insider trading policy that prohibits our NEOs and employees from hedging the economic risk of their stock ownership and holding shares of the Company’s common stock in a margin account or pledging shares as collateral for a loan. | | ☑ | “Say-on-Pay.” We annually put our NEO compensation to an advisory vote of our shareholders and received a positive response of over 94% of the votes represented and entitled to vote on this proposal at the 2024 Annual Meeting. | ⊗ | No Single Trigger. Our employment agreements with our NEOs provide for additional severance payments and benefits only on a so-called “double trigger” basis, for termination without cause or for good reason following a change of control. | | ☑ | Stock Ownership Guidelines. We have stock ownership guidelines, with a stock retention feature, for our NEOs. | ⊗ | No Gross-ups. We do not include gross-up payments for excise taxes in our employment agreements. | | ☑ | Shareholder Input. We encourage open dialogue with shareholders to solicit input and feedback on our compensation practices and policies. | | |
2024 TARGET COMPENSATION
The target total direct compensation for our CEO and other NEOs as compared to the median peer group total (as discussed below under “Peer Groups, Pay Mix and Use of Compensation Consultants”) is shown below for 2024:
2024 TARGET COMPENSATION
| | 2024 Target Total Direct Compensation ($ in 000s)(1) | Median Peer Group Total Direct Compensation Based on Mercer’s 2023 Report ($ in 000s)(2) | | Chief Executive Officer | $5,204 | $5,490 | | Other NEOs(3) | $1,436 | $1,272 |
PEER GROUPS, PAY MIX AND USE OF COMPENSATION CONSULTANTS
PEER GROUPS, PAY MIX AND USE OF COMPENSATION CONSULTANTS The Compensation Committee believes that it is appropriate to utilize compensation benchmarking studies of our peer and competitor companies to establish initial compensation targets because the competitiveness of our compensation practices greatly influences our ability to attract, motivate and retain top executive officer talent, which is an important determinant of our business success. However, the Compensation Committee believes compensation benchmarking studies should be considered only as a point of reference for measurement and not as the determinative factor for our NEOs’ compensation. The results of the studies do not supplant the significance of the individual performance of our NEOs that the Compensation Committee considers when making compensation decisions. Because the information provided by compensation benchmark studies is just one of the pieces of information that is used in setting executive compensation, the Compensation Committee has discretion in determining the nature and extent of its use. Further, the Compensation Committee has discretion to determine the frequency of performing benchmarking and other studies.
PEER GROUPS, PAY MIX AND USE OF COMPENSATION CONSULTANTS
| MYR GROUP INC. | 2025 PROXY STATEMENT | 37 |
PEER GROUPS, PAY MIX AND USE OF COMPENSATION CONSULTANTS
We annually compare our compensation program with those companies in a peer group that the Compensation Committee evaluates together with Mercer (the “Peer Group”). The companies selected for inclusion in the Peer Group, which are listed below, were selected on the basis of a number of factors, including similar industry characteristics, organization size and financial characteristics such as revenues and market capitalization, as well as companies we compete with for talent. At the time of selection, all of the companies were publicly traded U.S. companies in the construction, engineering and commercial services industries with annual revenue between approximately one-quarter and two times our annual revenue. The companies included in the Peer Group for the evaluation of 2024 executive compensation are as follows:
EXECUTIVE COMPENSATION PEER GROUP FOR 2024
EXECUTIVE COMPENSATION PEER GROUP FOR 2024
EXECUTIVE COMPENSATION PEER GROUP FOR 2024
| • ABM Industries Incorporated | • Granite Construction Incorporated | | • Ameresco, Inc. | • IES Holdings, Inc. | | • APi Group Corporation | • Matrix Service Company | | • Arcosa, Inc. | • Oceaneering International, Inc. | | • Astec Industries, Inc. | • Primoris Services Corporation | | • Clean Harbors, Inc. | • Sterling Construction Company, Inc. | | • Comfort Systems USA, Inc. | • Tetra Tech, Inc. | | • Dycom Industries, Inc. | • Tutor Perini Corporation | | • Enviri Corporation | • Valmont Industries, Inc. |
EXECUTIVE COMPENSATION PEER GROUP FOR 2024
| 38 | MYR GROUP INC. | 2025 PROXY STATEMENT |
EXECUTIVE COMPENSATION PEER GROUP FOR 2024
The Compensation Committee used the 2023 Mercer Executive Compensation Review (as defined below) to develop the 2024 executive compensation. In October 2023, Mercer performed and presented to the Compensation Committee an executive compensation study (the “2023 Mercer Executive Compensation Review”). The 2023 Mercer Executive Compensation Review included comparisons of our executive compensation programs to the Peer Group, which assisted the Compensation Committee with designing our executive compensation program for 2024 to be competitive with the Peer Group and our markets. According to the 2023 Mercer Executive Compensation Review, MYR Group was positioned over the Peer Group median of annual revenue and below the Peer Group median of market capitalization as indicated in the chart below:
MYR GROUP AMONG ITS PEER GROUP(1)
MYR GROUP AMONG ITS PEER GROUP(1) (1) All data in graph was taken from the 2023 Mercer Executive Compensation Review. The Compensation Committee generally considers the median total compensation of the peer group in determining total executive compensation and allows business and individual performance to determine whether actual pay is above or below the median. The Compensation Committee believes that this review of peer group programs provides valuable information during the Compensation Committee’s review and design of both the NEOs’ overall compensation levels and individual components of compensation, including the allocation of compensation between long-term and short-term compensation and cash and non-cash compensation.
2024 Short-Term Incentive Compensation
2024 Short-Term Incentive Compensation Awards granted under the MIP are designed to provide our NEOs with annual cash performance awards to reward the achievement of certain performance goals established annually by the Compensation Committee that we believe are strongly linked to shareholder value creation. An important factor in our decision to pay our MIP awards in cash rather than in equity has been to help confirm that our compensation program remains competitive with the compensation programs of our direct competitors. The Compensation Committee established performance targets under the MIP for 2024 based on financial performance and safety performance goals designed to encourage our NEOs to increase shareholder value by focusing on growth in revenue and earnings, and to maintain and improve safety performance in operations. The amount of the payout of awards for each NEO under the MIP for 2024 depended on the percentage of each NEO’s salary that the Compensation Committee determined to be subject to the award, our performance measured against financial and safety performance goals established by the Compensation Committee and an assessment of the NEO’s individual performance. The basic formula for calculating the 2024 MIP payout is as follows: The Compensation Committee determined the percentage of each NEO’s salary to be subject to an award under the plan based on position, market pay levels and our overall compensation philosophy, which emphasizes performance-based compensation. Achievement of the performance goals above the maximum level would not result in any additional payments above the maximum payout level. Any payouts under the 2024 MIP awards would be calculated by the straight-line mathematical interpolation between (i) threshold and target performance for performance lower than target but greater than threshold or (ii) target and maximum for performance greater than or equal to target but less than or equal to maximum.
2024 Short-Term Incentive Compensation
| 40 | MYR GROUP INC. | 2025 PROXY STATEMENT |
2024 Short-Term Incentive Compensation
In 2024, each NEO’s award opportunity was based on the Company's (i) pre-tax income as the financial performance goal and (ii) total case incident rate and lost time incident rate as the safety performance goals. We chose these particular metrics because we believe they are strongly correlated with our success and are consistent with our compensation philosophy of linking NEO's compensation with Company performance. The financial and safety performance goals were designed to be challenging and ambitious but also realistic enough to be attainable given a concerted effort by our NEO's in consideration of current market and competitive conditions and trends. In connection with its review of the percentage of each NEO’s salary that should be subject to an award under the MIP in 2024 and considering the 2023 Mercer Executive Compensation Review, the Compensation Committee set the following threshold, target and maximum award opportunities based on the achievement of financial and safety performance goals, subject to the weighting percentages set forth below:
2024 Short-Term Incentive Compensation
| | 2024 MIP Opportunity | | | | | | | | (Percent of Base Salary)(1) | | | | | | | Name | Pre-tax Income Target | Total Case Incident Rate Target | Lost Time Incident Rate Target | Total Payout at Threshold | Total Payout at Target | Total Payout at Maximum | | Mr. Swartz | 77.0% | 16.5% | 16.5% | 55.0% | 110.0% | 220.0% | | Ms. Huntington and Messrs. Egan, Fry and Stern | 52.5% | 11.3% | 11.3% | 37.5% | 75.0% | 150.0% |
2024 Short-Term Incentive Compensation
(1)The MIP provides for a range of payouts based upon the achievement of performance goals determined by linear interpolation between achievement levels. There is no payout under the MIP unless threshold performance is achieved. Payout maximum is achieved at maximum performance. (2)During 2024, Mr. Cooper retired from his role as Chief Operating Officer-Transmission & Distribution and continued his employment with the Company at a reduced capacity and was thus ineligible for a 2024 MIP award opportunity. For 2024, the levels of threshold, target and maximum performance, and the Company’s actual performance are shown in the following table:
2024 Short-Term Incentive Compensation
| | Threshold | Target | Maximum | 2024 Results | | Pre-tax Income ($000) | 97,885 | 133,833 | 193,728 | 46,493 | | Total Case Incident Rate | 1.55 | 1.16 | 0.77 | 0.78 | | Lost Time Incident Rate | 0.19 | 0.14 | 0.09 | 0.10 |
2024 Short-Term Incentive Compensation
The Compensation Committee has discretion to reduce individual payouts by up to 20% or increase them by up to 15% based on an assessment of each NEO’s individual performance throughout the year, including consideration of talent development and successor preparation, contributions toward strategic initiatives, internal controls, business development, acquisition integration and information technology initiatives.
2024 Short-Term Incentive Compensation
| MYR GROUP INC. | 2025 PROXY STATEMENT | 41 |
2024 Short-Term Incentive Compensation
| Name | Financial Performance ($) | Safety Performance ($) | Calculated MIP Award(1) ($) | 2024 MIP Payout(1) ($) | | Mr. Swartz | — | 561,655 | 561,655 | — |
2024 Short-Term Incentive Compensation
(1)Under the 2024 MIP, the calculated award for Mr. Swartz was $561,655. Mr. Swartz declined the award noting the Company’s financial performance.
2024 Short-Term Incentive Compensation
| Name | Financial Performance ($) | Safety Performance ($) | Individual NEO Performance Adjustment (1) ($) | Total 2024 MIP Award ($) | | Ms. Huntington | — | 205,089 | 30,763 | 235,852 | | Mr. Stern | — | 187,387 | 28,108 | 215,495 | | Mr. Egan | — | 174,390 | 26,158 | 200,548 | | Mr. Fry | — | 189,699 | 28,455 | 218,154 |
2024 Short-Term Incentive Compensation
(1)On the recommendation of Mr. Swartz, the Compensation Committee conducted a review of each NEO's performance, with input from Mr. Swartz on the performance of each of the NEOs and based on a qualitative assessment of each NEO's performance, determined the amounts indicated. See “Executive Compensation Tables—2024 Summary Compensation Table” for additional information on the 2024 MIP payouts to the NEOs.
2024 Long-Term Incentive Compensation
2024 Long-Term Incentive Compensation We believe that long-term performance is achieved through an ownership culture that rewards and encourages our NEOs to foster our long-term success. We believe that an effective method to reward and encourage such success is through the use of equity compensation awards. The purposes of our long-term incentive plan are to attract, motivate and retain our key employees and non-employee directors upon whose judgment, initiative and efforts the financial success and growth of our business largely depends, to provide additional incentives to our employees and directors through stock ownership and other rights that promote and recognize our financial success and growth, and to align management’s interests with those of our shareholders. All long-term equity awards granted to NEOs in 2024 were made under the LTIP. The Compensation Committee has the authority to determine who will receive long-term equity awards and the nature, amounts and limitations on those awards. The Compensation Committee also has the authority to cancel outstanding grants and substitute new grants of the same or different number of shares of stock and having exercise prices that may be the same or different than the exercise price of the cancelled grants, or amend the terms of outstanding grants, provided that such amendment does not impair the rights of the grantee without the grantee’s consent. The LTIP prohibits the repricing of outstanding stock options or stock appreciation rights without shareholder approval. For 2024, the Compensation Committee considered the market data with respect to each NEO in the 2023 Mercer Executive Compensation Review, compensation levels of executive officers of our peer group, and compensation objectives of retention, shareholder value creation and individual and corporate performance. As a result of this review, in February 2024, the Compensation Committee approved the following mix of equity compensation awards for our NEOs:
2024 Long-Term Incentive Compensation
| 42 | MYR GROUP INC. | 2025 PROXY STATEMENT |
2024 Long-Term Incentive Compensation
The Compensation Committee elected this mix of equity awards because it represented an appropriate balance of the types of incentives provided by the different types of equity instruments. For example, Restricted Stock Units help to retain key employees and performance shares are designed to vary the level of rewards a NEO receives dependent upon actual corporate performance and market results that are critical to shareholders. Time-Based Restricted Stock Units The 30% of the equity compensation award granted to our NEOs as Restricted Stock Units will vest ratably over a three-year period beginning on the first anniversary of the grant date. The number of Restricted Stock Units was determined by dividing the amount of equity compensation allocated to Restricted Stock Units by the closing price per share of our common stock on the date of the grant. ROIC Performance Shares The 30% of the equity compensation award granted to our NEOs as ROIC-based performance shares can be earned based on the achievement of aggregate ROIC performance over the three-year performance period that started on January 1, 2024 and ends on December 31, 2026 compared to a target level of average ROIC. For purposes of the ROIC-based performance shares granted in 2024, ROIC, which is a non-GAAP measure that we define as return divided by average invested capital, where return (net income plus interest, net of taxes, plus amortization, net of taxes, less dividends) is divided by the average of invested capital (funded debt less cash and marketable securities plus total shareholders’ equity) at the beginning and end of each calendar year in the performance period (the “2024 ROIC”), is computed as follows:
2024 Long-Term Incentive Compensation
| 2024 ROIC = | Net Income + ((Interest + Amortization) x (1–Tax Rate))–Dividends | | | Average of (Funded Debt – Cash and Marketable Securities + Total Shareholder’ Equity) at the beginning and the end of each performance year in the period |
2024 Long-Term Incentive Compensation
The target number of ROIC-based performance shares was determined by dividing the dollar-amount of the equity compensation award allocated to ROIC performance by the 2024 grant date closing share price of $172.52. The fair value of the shares granted were based on the closing price per share of our common stock on the date of the grant.
2024 Long-Term Incentive Compensation
| MYR GROUP INC. | 2025 PROXY STATEMENT | 43 |
2024 Long-Term Incentive Compensation
The ROIC performance in each of the following reporting periods will be weighted as outlined below and accumulated to determine the performance at the end of the performance period, subject to approval by the Compensation Committee: •20% for the twelve-month period ended December 31, 2024; •20% for the twelve-month period ending December 31, 2025; •20% for the twelve-month period ending December 31, 2026; and •40% for the average of the three annual periods above. The number of ROIC-based performance shares earned can vary from zero to 200% of the target number of performance shares granted. The Compensation Committee approved an ROIC target for the 2024 ROIC-based performance shares that it believed to be challenging, but achievable. See "Forward-Looking Target Performance Grants" below for additional information. The potential award levels are calculated as the straight-line mathematical interpolation between threshold and target or between target and maximum levels:
2024 Long-Term Incentive Compensation
| 2024 ROIC Performance | Performance Shares Earned (% of Target) | | Equal to or Above the Maximum | 200% | | Equal to the Target | 100% | | Equal to the Threshold | 50% | | Below the Threshold | 0% |
2024 Long-Term Incentive Compensation
TSR Performance Shares The 30% of the equity compensation award granted to our NEOs as TSR-based performance shares can be earned based on the TSR of the Company’s stock compared to the TSR of a peer group over the performance period of the equity award grant date, March 22, 2024, to December 31, 2026. We define relative TSR as the change in the fair market value, adjusted for dividends, of the Company’s common stock compared to the change in the fair market value, adjusted for dividends, of a peer group. The measurement of change in fair market value over the performance period is based on the average closing price per share of common stock for the 20 trading days preceding the grant date, March 22, 2024, and the 20 trading days preceding and including December 31, 2026. The target number of TSR-based performance shares was determined by dividing the amount of the equity compensation award allocated to TSR performance, by the fair value of the grant, which was based on a market-based metric and, therefore, is calculated utilizing a Monte Carlo simulation. The number of TSR-based performance shares earned can vary from zero to 200% of the target number of performance shares granted. The potential award levels are calculated as the straight-line mathematical interpolation between the 25th percentile and the 50th percentile or between the 50th percentile and the 75th percentile:
2024 Long-Term Incentive Compensation
| Relative TSR Performance | Performance Shares Earned (% of Target) | | 75th Percentile or Higher | 200% | | 50th Percentile | 100% | | 25th Percentile | 25% | | Less than 25th Percentile | 0% |
2024 Long-Term Incentive Compensation
The Compensation Committee selected the TSR peer group based on each company’s industry and operational comparability. The 2024 TSR peer group was comprised of companies that are in either the peer group used in the stock performance graph in the 2024 Form 10-K, the peer group used to set 2024 executive compensation or certain industry peers recommended by Mercer. In order to be counted in the final TSR calculations, a company must remain publicly traded during the entire performance period.
2024 Long-Term Incentive Compensation
| 44 | MYR GROUP INC. | 2025 PROXY STATEMENT |
2024 Long-Term Incentive Compensation
The peer group of companies used for evaluating the Company’s relative TSR performance for the 2024 grant of TSR-based performance shares is as follows:
TSR PEER GROUP FOR 2024
TSR PEER GROUP FOR 2024
TSR PEER GROUP FOR 2024
| • Ameresco, Inc. | • IES Holdings, Inc. | | • APi Group Corporation | • Mastec, Inc. | | • Arcosa, Inc. | • Matrix Service Company | | • Astec Industries, Inc. | • Oceaneering International, Inc. | | • Clean Harbors, Inc. | • Primoris Services Corporation | | • Comfort Systems USA, Inc. | • Quanta Services, Inc. | | • Dycom Industries, Inc. | • Sterling Construction Company, Inc. | | • EMCOR Group, Inc. | • Tetra Tech, Inc. | | • Enviri Corporation | • Tutor Perini Corporation | | • Granite Construction Incorporated | • Valmont Industries, Inc. | | • Great Lakes Dredge & Dock Corporation | |
TSR PEER GROUP FOR 2024
ESG Performance Shares The 10% of the equity compensation award granted to our NEOs as ESG-based performance shares can be earned based on the ESG score of the Company compared to the ESG score of a peer group at the end of the performance period that started on January 1, 2024 and ends on December 31, 2026. We determine the relative ESG score as the total of the Company's environment, social and governance scores, as compared to the total environment, social and governance scores of a peer group, as determined by Institutional Shareholder Services (ISS). The target number of ESG-based performance shares was determined by dividing the dollar-amount of the equity compensation award allocated to ESG performance by the 2024 grant date closing share price of $172.52. The fair value of the shares granted were based on the closing price per share of our common stock on the date of the grant. The number of ESG-based performance shares earned can vary from zero to 200% of the target number of performance shares granted. The potential award levels are calculated as the straight-line mathematical interpolation between the 25th percentile and the 50th percentile or between the 50th percentile and the 75th percentile:
TSR PEER GROUP FOR 2024
| Relative ESG Performance | Performance Shares Earned (% of Target) | | 75th Percentile or Higher | 200% | | 50th Percentile | 100% | | 25th Percentile | 25% | | Less than 25th Percentile | 0% |
TSR PEER GROUP FOR 2024
The Compensation Committee selected the ESG peer group based on each company’s industry and operational comparability. The 2024 ESG peer group was comprised of companies that are in either the peer group used in the stock performance graph in the 2024 Form 10-K, the peer group used to set 2024 executive compensation or certain industry peers recommended by Mercer. In order to be counted in the final ESG calculations, a company must remain publicly traded during the entire performance period.
TSR PEER GROUP FOR 2024
| MYR GROUP INC. | 2025 PROXY STATEMENT | 45 |
TSR PEER GROUP FOR 2024
The peer group of companies used for evaluating the Company’s relative ESG performance for the 2024 grant of ESG-based performance shares is as follows:
ESG PEER GROUP FOR 2024
ESG PEER GROUP FOR 2024
ESG PEER GROUP FOR 2024
| • Ameresco, Inc. | • IES Holdings, Inc. | | • APi Group Corporation | • Mastec, Inc. | | • Arcosa, Inc. | • Matrix Service Company | | • Astec Industries, Inc. | • Oceaneering International, Inc. | | • Clean Harbors, Inc. | • Primoris Services Corporation | | • Comfort Systems USA, Inc. | • Quanta Services, Inc. | | • Dycom Industries, Inc. | • Sterling Construction Company, Inc. | | • EMCOR Group, Inc. | • Tetra Tech, Inc. | | • Enviri Corporation | • Tutor Perini Corporation | | • Granite Construction Incorporated | • Valmont Industries, Inc. | | • Great Lakes Dredge & Dock Corporation | |
ESG PEER GROUP FOR 2024
2024 Grants of Equity Awards With respect to each NEO, the Compensation Committee considered the 2023 Mercer Executive Compensation Review, compensation levels of executive officers of our peer group, compensation objectives of retention and shareholder value creation and individual and corporate performance, and approved equity award grants to our NEOs in the following amounts based on grant-date fair value, consistent with the presentation in the 2024 Summary Compensation Table:
ESG PEER GROUP FOR 2024
| Named Executive Officer | Value of 2024 Equity Grants by Grant Type | | | | | | | Value of Restricted Stock Units ($) | Value of ROIC Based Performance Shares(1), (2) ($) | Value of TSR Based Performance Shares(1), (2) ($) | Value of ESG Based Performance Shares(1), (2) ($) | Total Value of Equity Awards ($) | | Richard S. Swartz | 985,952 | 985,952 | 985,866 | 328,651 | 3,286,421 | | Kelly M. Huntington | 224,966 | 224,966 | 224,817 | 74,874 | 749,623 | | Brian K. Stern | 179,938 | 179,938 | 179,950 | 59,864 | 599,690 | | Tod M. Cooper(3) | 79,877 | 59,864 | 59,823 | — | 199,564 | | Don A. Egan | 179,938 | 179,938 | 179,950 | 59,864 | 599,690 | | William F. Fry | 179,938 | 179,938 | 179,950 | 59,864 | 599,690 |
ESG PEER GROUP FOR 2024
(1)Target awards are shown. The performance shares may be earned following a performance period ending December 31, 2026. The values of the performance shares have been calculated taking into consideration the probable outcome of the respective performance conditions as of the grant date. (2)The ROIC-based and ESG-based performance shares are valued at the closing price per share of our common stock on the grant date. Because TSR is a market-based performance metric, the Company used a Monte Carlo simulation model to calculate the fair value of the grant of TSR-based performance shares in accordance with FASB ASC Topic 718, which resulted in a fair value of $241.22 per share. (3)During 2024, Mr. Cooper retired from his role as Chief Operating Officer-Transmission & Distribution and continued his employment with the Company at a reduced capacity and was thus awarded a non-NEO equity grant, in accordance with his reduced role.
ESG PEER GROUP FOR 2024
| 46 | MYR GROUP INC. | 2025 PROXY STATEMENT |
ESG PEER GROUP FOR 2024
2022 Performance Shares Vesting in 2024 The Compensation Committee granted performance share awards in 2022 under the LTIP that could be earned based on a target level of average ROIC over the three-year performance period that started on January 1, 2022 and ended on December 31, 2024. For purposes of the ROIC-based performance shares granted in 2022, ROIC, which is a non-GAAP measure, that we define as return divided by average invested capital, where return (net income plus interest, net of taxes, plus amortization, net of taxes, less dividends) is divided by the average of invested capital (funded debt less cash and marketable securities plus total stockholders’ equity) at the beginning and end of each calendar year in the performance period (the “2022 ROIC”), was computed as follows:
ESG PEER GROUP FOR 2024
| 2022 ROIC = | Net Income + ((Interest + Amortization) x (1–Tax Rate))–Dividends | | | Average of (Funded Debt – Cash and Marketable Securities + Total Shareholder’ Equity) at the beginning and the end of each performance year in the period |
ESG PEER GROUP FOR 2024
Performance is measured as the aggregate of the 2022 ROIC calculated for each of the years ended December 31, 2024, 2023 and 2022, respectively, and the average of the three years. The 2022 ROIC threshold, target and maximum goals were 9.00%, 15.00% and 18.75%, respectively. The 2022 performance was calculated annually based on the ROIC achieved in each year of the three-year performance period for the years ended December 31, 2024, 2023 and 2022, each of which was weighted at 20% and the three year average, which was weighted at 40%. The computation of the ROIC performance shares awarded was as follows:
ESG PEER GROUP FOR 2024
| Performance Period | | ROIC Achieved (1) | Incentive | Weight | Performance | Achievement | | 2022 | ROIC | 18.6% | 197.3% | 20.0% | 39.5% | Above Target | | 2023 | ROIC | 16.1% | 129.0% | 20.0% | 25.8% | Above Target | | 2024 | ROIC | 5.6% | —% | 20.0% | —% | Below Minimum | | 3 year average ROIC | | 13.4% | 87.0% | 40.0% | 34.8% | Below Target | | Total Achievement | | | | | 100.1% | Above Target |
ESG PEER GROUP FOR 2024
(1)ROIC is a non-GAAP measure. Please see Appendix B for reconciliations to the most directly comparable financial measure as reported under GAAP. The Compensation Committee also granted performance share awards in 2022 under the LTIP that could be earned based on the TSR of the Company’s stock compared to the TSR of a peer group over the performance period of the equity award grant date, March 23, 2022, to December 31, 2024. For the 2022 performance share awards based on TSR, the TSR of the Company’s stock ranked at the 38th percentile of the TSR peer group, which was above threshold but below target and, consequently, 64.0% of the target TSR performance shares were earned.
ESG PEER GROUP FOR 2024
| MYR GROUP INC. | 2025 PROXY STATEMENT | 47 |
ESG PEER GROUP FOR 2024
The chart below shows the performance share payouts in 2024 for each of our NEOs that were awarded performance shares in 2022:
ESG PEER GROUP FOR 2024
| Named Executive Officer | Award Type | Target Award (Shares) | Earned Award (Shares) | Award Value at End of Performance Period(1) ($) | | Richard S. Swartz | ROIC | 6,860 | 6,863 | 926,985 | | | TSR | 4,596 | 2,941 | 397,241 | | Brian K. Stern | ROIC | 453 | 453 | 61,187 | | | TSR | 303 | 193 | 26,069 | | Tod M. Cooper | ROIC | 2,116 | 2,117 | 285,943 | | | TSR | 1,417 | 906 | 122,373 | | Don A. Egan | ROIC | 529 | 529 | 71,452 | | | TSR | 354 | 226 | 30,526 | | William F. Fry | ROIC | 1,360 | 1,360 | 183,695 | | | TSR | 911 | 583 | 78,746 |
ESG PEER GROUP FOR 2024
(1)The vesting date was December 31, 2024, subject to the certification of the results. The award value was based on the closing stock price of $135.07 on February 19, 2025, the date the results were certified by the Compensation Committee and shares were released. Forward-Looking Target Performance Grants We do not publicly disclose specific, forward-looking target levels of ROIC for outstanding performance share awards because these target levels relate to executive compensation to be earned and/or paid in future years, do not reflect a fair understanding of the NEOs’ compensation for 2024 and constitute confidential commercial or financial information, the disclosure of which could cause us competitive harm with regard to short-term strategies and goals. We intend to disclose this information after the conclusion of the applicable performance period. When establishing the applicable target levels for the ROIC performance measure, we specifically considered how likely it will be for us to achieve the target levels. We believe that the threshold level will be appropriately difficult to attain, and that the target level will require considerable and increasing collective effort on the part of our employees, including our NEOs, to achieve. Achievement of the maximum level is considered to be a stretch goal given current market conditions. We cannot forecast the results of our TSR grants because it is dependent on the stock price per share in the last 20 trading days before the vest date. Pro-Rata Earning of Shares and Acceleration of Vesting Under the terms of the grant agreements, a NEO may earn a pro-rata share of performance shares in the event of his or her death, disability, retirement after reaching normal retirement age (defined as the earlier of age 62 or 55 years old and 10 years of service with the Company) or termination without “cause” or for “good reason.” The vesting of performance shares may be accelerated in the event of a NEO’s termination without “cause” or for “good reason” following a “change in control.” Additional information regarding these awards may be found in the 2024 Summary Compensation Table, the 2024 Grants of Plan-Based Awards Table and under “Potential Payments Upon Termination or Change in Control.” Change in Control As part of our long-term incentive plan, we include a “change in control” provision that more closely aligns our interests with those of the NEOs in the event of a change in control by allowing the Compensation Committee to adjust long-term incentive equity awards to maintain and protect the rights of the participants in the event of a change in control.
Employment Agreements, Severance Benefits and Change in Control Provisions
Employment Agreements, Severance Benefits and Change in Control Provisions Mr. Swartz entered into an employment agreement in connection with our private placement in 2007. Mr. Swartz’s employment agreement was amended and restated in April 2017 to replace the excise tax gross-up provisions in favor of a modified cut-back approach, which is consistent with the provisions that the Company has included in new employment agreements since 2011. In January 2023, Ms. Huntington entered into an employment agreement in connection with her appointment as Senior Vice President and Chief Financial Officer that was effective in February 2023. Mr. Stern entered into an employment agreement in March 2024 in connection with his appointment as a Senior Vice President and Chief Operating Officer T&D. Mr. Egan entered into an employment agreement in connection with his appointment as Senior Vice President and Chief Operating Officer C&I in May 2023. Mr. Fry entered into an employment agreement in connection with his appointment as Vice President and Chief Legal Officer and Secretary in January 2019. These employment agreements (each an “Employment Agreement” and collectively, the “Employment Agreements”) provide for severance payments and benefits upon a termination of an NEO’s employment without “cause” or resignation for “good reason,” as further described below under “Executive Compensation Tables—Employment Agreements.” We compete for executive talent in a highly competitive market in which companies routinely offer similar benefits to NEOs. We view the cash severance and continuation of health and welfare benefits provided by these agreements as appropriate for the NEOs who may not be in a position to readily obtain comparable employment within a reasonable period of time due to the restrictive covenants, including a one-year non-compete covenant, in the Employment Agreements. In addition, the Employment Agreements provide for additional severance payments and benefits upon a termination of a NEO’s employment without “cause” or resignation for “good reason” within one year following a change in control (in other words, only on a so-called “double trigger” basis). We believe that providing change in control benefits reduces the potential reluctance of our NEOs to pursue potential change in control transactions that may be in our best interest while simultaneously preserving neutrality in negotiating and executing transactions that are favorable to us. The Compensation Committee maintains a policy that it will not include gross-up payments for excise taxes as a result of a change in control pursuant to any new employment agreement. Accordingly, the Employment Agreements do not include any provisions to provide gross-up payments for excise taxes as a result of a change in control. Details regarding severance payments and benefits payable upon a termination of a NEO’s employment following a change in control are described under “Executive Compensation Tables—Employment Agreements” and “— Potential Payments Upon Termination or Change in Control.”
Employment Agreements, Severance Benefits and Change in Control Provisions
| MYR GROUP INC. | 2025 PROXY STATEMENT | 49 |
Equity Grant Practices
Equity Grant Practices The Company generally grants annual equity awards in the first quarter of each year, following approval by the Compensation Committee. The Compensation Committee and the Board do not take into account material non-public information when determining the timing or terms of equity awards. In 2024, we did not grant new stock options, stock appreciation rights, or similar option-like awards to our NEOs.
2024 SUMMARY COMPENSATION TABLE
2024 SUMMARY COMPENSATION TABLE The following table shows the compensation earned by our NEOs for the fiscal years ended December 31, 2024, 2023 and 2022:
2024 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Paid Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Richard S. Swartz President and Chief Executive Officer | 2024 | 923,558 | — | 3,286,421 | — | 51,600 | 4,261,579 | | | 2023 | 870,000 | — | 2,654,850 | 1,055,746 | 42,315 | 4,622,911 | | | 2022 | 812,500 | — | 2,268,882 | 1,127,768 | 39,245 | 4,248,395 | | Kelly M. Huntington Senior Vice President, Chief Financial Officer | 2024 | 494,615 | — | 749,623 | 235,852 | 54,742 | 1,534,832 | | | 2023 | 423,077 | 100,000 | 639,723 | 326,712 | 167,145 | 1,656,657 | | Brian K. Stern Senior Vice President, Chief Operating Officer T&D | 2024 | 451,923 | — | 599,690 | 215,495 | 51,600 | 1,318,708 | | Tod M. Cooper Former Senior Vice President, Chief Operating Officer T&D | 2024 | 336,058 | — | 199,564 | — | 61,600 | 597,222 | | | 2023 | 566,250 | — | 749,709 | 468,508 | 51,950 | 1,836,417 | | | 2022 | 530,000 | — | 699,807 | 551,739 | 53,300 | 1,834,846 | | Don A. Egan Senior Vice President, Chief Operating Officer C&I | 2024 | 420,577 | — | 599,690 | 200,548 | 51,600 | 1,272,415 | | | 2023 | 378,588 | — | 449,905 | 292,356 | 44,135 | 1,164,984 | | William F. Fry Vice President, Chief Legal Officer and Secretary | 2024 | 457,500 | — | 599,690 | 218,154 | 51,600 | 1,326,944 | | | 2023 | 426,250 | — | 479,780 | 329,162 | 44,436 | 1,279,628 | | | 2022 | 411,250 | — | 449,843 | 399,577 | 41,358 | 1,302,028 |
2024 SUMMARY COMPENSATION TABLE
(1)Represents the aggregate grant date fair value of stock awards, including Restricted Stock Units and performance shares granted under the LTIP during the applicable period in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. Assumptions used in the calculation of these amounts and vesting details are included in footnote 15 to our 2024 Form 10-K. The values of the performance shares have been calculated taking into consideration the probable outcome of the respective performance conditions as of the grant date (target performance). These amounts reflect our accounting expense for these awards and do not correspond to the actual value that may be recognized by the officers. Below is a breakout of the 2024 performance for the share grant date fair values assuming probable performance and maximum performance (in the case of maximum, based on the maximum number of shares multiplied by the fair value on the grant date) :
2024 SUMMARY COMPENSATION TABLE
| Named Executive Officer | Probable Performance (Target) ($) | Maximum Performance ($) | | Richard S. Swartz | 2,300,469 | 4,600,938 | | Kelly M. Huntington | 524,657 | 1,049,314 | | Brian K. Stern | 419,752 | 839,504 | | Don A. Egan | 419,752 | 839,504 | | William F. Fry | 419,752 | 839,504 |
2024 SUMMARY COMPENSATION TABLE
| 52 | MYR GROUP INC. | 2025 PROXY STATEMENT |
2024 SUMMARY COMPENSATION TABLE
(2)Represents the dollar value of the cash awards earned and accepted under our MIP by the NEOs for fiscal 2024, 2023 and 2022. For further details regarding the MIP, see “Compensation Discussion and Analysis—Analysis of 2024 Compensation Decisions and Actions—2024 Short-Term Incentive Compensation” above. (3)The following supplemental table describes the items of compensation reported in this column for 2024:
2024 SUMMARY COMPENSATION TABLE
| Name | 401(k) Matching Contribution ($) | Profit Sharing Contribution ($) | Automobile and Other Travel Expenses(a) ($) | Financial Planning Services ($) | | Richard S. Swartz | 20,700 | 16,500 | 14,400 | — | | Kelly M. Huntington | 20,700 | 16,500 | 14,400 | 3,142 | | Brian K. Stern | 20,700 | 16,500 | 14,400 | — | | Tod M. Cooper | 20,700 | 16,500 | 14,400 | 10,000 | | Don A. Egan | 20,700 | 16,500 | 14,400 | — | | William F. Fry | 20,700 | 16,500 | 14,400 | — |
2024 SUMMARY COMPENSATION TABLE
a.The Company provides each NEO with an auto allowance or the use of a Company owned vehicle. The amount provided is equal to the maximum auto allowance and may differ from the NEO's taxable income.
2024 GRANTS OF PLAN-BASED AWARDS
2024 GRANTS OF PLAN-BASED AWARDS The following table sets forth the estimated future payouts for grants of awards made to each of the NEOs of the Company as of December 31, 2024, under the MIP and LTIP for 2024:
2024 GRANTS OF PLAN-BASED AWARDS
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | All Other Stock Awards: Number of Shares of Stock or or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Performance Metric | Threshold (#) | Target (#) | Maximum (#) | | | | Richard S. Swartz | | 507,957 | 1,015,913 | 2,031,827 | | | | | | | | | 3/22/2024 | | | | TSR | 1,021 | 4,087 | 8,174 | | 985,866 | | | 3/22/2024 | | | | ROIC | 2,857 | 5,715 | 11,430 | | 985,952 | | | 3/22/2024 | | | | ESG | 952 | 1,905 | 3,810 | | 328,651 | | | 3/22/2024 | | | | | | | | 5,715 | 985,952 | | Kelly M. Huntington | | 185,481 | 370,961 | 741,923 | | | | | | | | | 3/22/2024 | | | | TSR | 233 | 932 | 1,864 | | 224,817 | | | 3/22/2024 | | | | ROIC | 652 | 1,304 | 2,608 | | 224,966 | | | 3/22/2024 | | | | ESG | 217 | 434 | 868 | | 74,874 | | | 3/22/2024 | | | | | | | | 1,304 | 224,966 | | Brian K. Stern | | 169,471 | 338,942 | 677,885 | | | | | | | | | 3/22/2024 | | | | TSR | 186 | 746 | 1,492 | | 179,950 | | | 3/22/2024 | | | | ROIC | 521 | 1,043 | 2,086 | | 179,938 | | | 3/22/2024 | | | | ESG | 173 | 347 | 694 | | 59,864 | | | 3/22/2024 | | | | | | | | 1,043 | 179,938 | | Don A. Egan | | 157,716 | 315,433 | 630,865 | | | | | | | | | 3/22/2024 | | | | TSR | 186 | 746 | 1,492 | | 179,950 | | | 3/22/2024 | | | | ROIC | 521 | 1,043 | 2,086 | | 179,938 | | | 3/22/2024 | | | | ESG | 173 | 347 | 694 | | 59,864 | | | 3/22/2024 | | | | | | | | 1,043 | 179,938 | | William F. Fry | | 171,562 | 343,125 | 686,250 | | | | | | | | | 3/22/2024 | | | | TSR | 186 | 746 | 1,492 | | 179,950 | | | 3/22/2024 | | | | ROIC | 521 | 1,043 | 2,086 | | 179,938 | | | 3/22/2024 | | | | ESG | 173 | 347 | 694 | | 59,864 | | | 3/22/2024 | | | | | | | | 1,043 | 179,938 |
2024 GRANTS OF PLAN-BASED AWARDS
| MYR GROUP INC. | 2025 PROXY STATEMENT | 53 |
2024 GRANTS OF PLAN-BASED AWARDS
(1)These amounts reflect the threshold, target and maximum annual cash incentive compensation amounts that could have been earned by each NEO during 2024 based on the achievement of annual performance goals under the MIP. For further details regarding the MIP, see “Compensation Discussion and Analysis—Analysis of 2024 Compensation Decisions and Actions—2024 Short-Term Incentive Compensation” above. Actual amounts awarded under the MIP that were earned in 2024 are disclosed in the “Executive Compensation Tables—2024 Summary Compensation Table.” (2)These amounts reflect the threshold, target and maximum number of ROIC-based performance shares, TSR-based performance shares and ESG-based performance shares granted on March 22, 2024 under the LTIP. The ROIC-based performance shares will ultimately vest, if earned, upon the achievement of performance goals over the January 1, 2024-December 31, 2026 performance period. The TSR-based and ESG-based performance shares will ultimately vest, if earned, upon the achievement of performance goals compared to a peer group at the end of the performance period that started on January 1, 2024 and ends December 31, 2026 performance period. (3)This column contains the Restricted Stock Unit awards only. The Restricted Stock Unit awards granted on March 22, 2024 under the LTIP to the NEOs will vest ratably over a three-year period beginning on the first anniversary of the grant date. (4)Represents the aggregate grant date fair value of Restricted Stock Units and performance shares granted under the LTIP during the fiscal year ended December 31, 2024 in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The values of the performance shares have been calculated taking into consideration the probable outcome of the respective performance conditions as of the grant date (target performance). The fair value per share of the Restricted Stock Units, ROIC-based performance awards and ESG-based performance awards granted on March 22, 2024 was the grant date closing share price of $172.52. The fair value per share of the TSR-based performance awards granted on March 22, 2024, which are based on a market-based performance measure was $241.22, as determined using a Monte Carlo simulation. Assumptions used in the calculation of these amounts and vesting details are included in footnote 15 to our audited consolidated financial statements in our 2024 Form 10-K. These amounts reflect our expected accounting expense for these awards and may not correspond to the actual value that may be recognized by the officers.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL As described above under “Employment Agreements,” our NEOs have severance and change in control clauses in their Employment Agreements. The following table summarizes and quantifies the compensation that would have become payable to each current NEO upon termination or a change in control (and qualifying termination) on December 31, 2024, given the NEO’s compensation and service levels as of such date. The NEOs are not entitled to any additional compensation or benefits in the case of a termination (i) for cause by the Company or (ii) without good reason by the NEO. The NEOs are not entitled to any additional compensation or benefits in the case of a termination (i) for cause by the Company or (ii) without good reason by the NEO.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| | | Termination due to Retirement(1) | Termination due to Death(2) | Termination due to Disability(3) | Termination without Cause or for Good Reason(4) | Termination without Cause or for Good Reason within 12 months following a Change in Control(5) | | Name | Benefit | $ | $ | $ | $ | $ | | Richard S. Swartz | Severance pay(6) | — | — | 400,315 | 3,834,600 | 5,751,900 | | | Welfare benefits | | — | 12,708 | 50,832 | 50,832 | | | Accelerated equity(7) | 1,568,505 | 3,776,699 | 3,776,699 | 3,776,699 | 5,685,246 | | | Total | 1,568,505 | 3,776,699 | 4,189,722 | 7,662,131 | 11,487,978 | | Kelly M. Huntington | Severance pay(6) | — | — | 202,885 | 1,750,000 | 2,625,000 | | | Welfare benefits | | — | 9,414 | 37,656 | 37,656 | | | Accelerated equity(7) | — | 782,837 | 782,837 | 782,837 | 1,227,352 | | | Total | — | 782,837 | 995,136 | 2,570,493 | 3,890,008 | | Brian K. Stern | Severance pay(6) | — | — | 197,308 | 1,575,000 | 2,362,500 | | | Welfare benefits | — | — | 9,414 | 37,656 | 37,656 | | | Accelerated equity(7) | 195,263 | 253,941 | 253,941 | 253,941 | 751,140 | | | Total | 195,263 | 253,941 | 460,663 | 1,866,597 | 3,151,296 | | Don A. Egan | Severance pay(6) | — | — | 184,154 | 1,470,000 | 2,205,000 | | | Welfare benefits | — | | 9,414 | 37,656 | 37,656 | | | Accelerated equity(7) | — | 253,941 | 253,941 | 253,941 | 955,252 | | | Total | — | 253,941 | 447,509 | 1,761,597 | 3,197,908 | | William F. Fry | Severance pay(6) | — | — | 214,423 | 1,592,500 | 2,388,750 | | | Welfare benefits | — | — | 9,414 | 37,656 | 37,656 | | | Accelerated equity(7) | — | 692,929 | 692,929 | 692,929 | 1,040,051 | | | Total | — | 692,929 | 916,766 | 2,323,085 | 3,466,457 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
(1)Upon the retirement of a NEO after reaching normal retirement age (defined as the earlier of age 62 or 55 years old and 10 years of service with the Company), outstanding performance shares will remain eligible to be earned on a prorated basis for the length of service completed, based on actual performance as determined at the conclusion of the applicable performance period. (2)Upon the death of an NEO outstanding unvested restricted stock units will become immediately vested in full and paid to their estate, and outstanding performance shares will remain eligible to be earned on a prorated basis for the length of service completed, based on actual performance as determined at the conclusion of the applicable performance period. (3)Represents the amount of salary continuation and other benefits to which the NEO is entitled under the terms of our long-term disability policy for a period of 180 days from the date of termination due to long-term disability. After six months of salary continuation, as provided by us, the NEO will be eligible for benefits under the terms of our long-term disability insurance plan, which provides a benefit equal to 60% of the NEO’s monthly base salary (up to a maximum monthly benefit of $10,000 until age 65 or older, as defined in the plan). Also includes the value of accelerated equity.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| MYR GROUP INC. | 2025 PROXY STATEMENT | 57 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
(4)Represents the sum of (a) twice the sum of the NEO’s base salary and target annual incentive (for 2024, the target annual incentive was 110% of annual salary for Mr. Swartz, and, 75% of annual salary for Ms. Huntington and Messrs. Egan, Fry and Stern, (b) the estimated cost of two years of company-funded benefit continuation coverage for the NEO and eligible dependents under our welfare benefit plans in which the NEO is a participant and (c) the value of accelerated equity. (5)Represents the sum of (a) three times the sum of the NEO’s base salary and target annual incentive (for 2024, the target annual incentive was 110% of annual salary for Mr. Swartz and, 75% of annual salary for Ms. Huntington and Messrs. Egan, Fry and Stern), (b) the estimated cost of two years of Company-funded benefit continuation coverage for the NEO and eligible dependents under our welfare benefit plans in which the NEO is a participant and (c) the value of accelerated equity. (6)Severance pay includes the NEO’s base salary and target annual incentive applicable to the type of severance or change in control payment shown. (7)Accelerated equity reflects the amount of compensation that each NEO would receive upon the accelerated vesting of any outstanding unvested stock-based awards as of the date of termination. Equity award agreements between the Company and a person who was a NEO at the time of the award contain an accelerated vesting clause. Equity awards made before an officer becomes a NEO are not subject to a similar accelerated vesting clause and will be forfeited upon termination. The compensation amount shown is based upon (a) full vesting of the number of unvested Restricted Stock Units outstanding as of December 31, 2024, (b) the number of performance shares outstanding as of December 31, 2024 that are expected to be earned prorated for the length of service completed as of December 31, 2024 for termination without cause or resignation for good reason or all performance shares outstanding (at target) for termination without cause or resignation for good reason within 12 months following a change of control and (c) the closing market price per share of our common stock as reported on the Nasdaq on December 31, 2024, which was $148.77 per share. The compensation amounts for unvested Restricted Stock Units are calculated by multiplying the number of shares of unvested Restricted Stock Units times the closing market price. The compensation amount for the unvested performance shares for termination without cause or resignation for good reason is calculated by multiplying the number of unvested performance shares by the closing price and then multiplying that amount by the percentage earned (number of months the executive worked from date of grant to date of termination divided by the number of months in the vesting period for the performance shares). The compensation amount for unvested performance shares for termination without cause or resignation for good reason within 12 months following a change of control is calculated by multiplying the number of unvested performance shares at target by the market closing price on the date of termination.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| 58 | MYR GROUP INC. | 2025 PROXY STATEMENT |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END The following table sets forth for each NEO outstanding equity awards as of the end of the 2024 fiscal year:
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END
| STOCK AWARDS | | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Richard S. Swartz | 03/23/22 | 3,049(2) | 453,600 | | | | | 03/23/23 | 6,079(2) | 904,373 | | | | | 03/22/24 | 5,715(2) | 850,221 | | | | | 03/23/23 | | | 23,330(3) | 3,470,804 | | | 03/22/24 | | | 23,414(4) | 3,483,301 | | Kelly M. Huntington | 03/23/23 | 1,465(2) | 217,948 | | | | | 03/22/24 | 1,304(2) | 193,996 | | | | | 03/23/23 | | | 5,622(3) | 836,385 | | | 03/22/24 | | | 5,340(4) | 794,432 | | Brian K. Stern | 03/23/22 | 201(2) | 29,903 | | | | | 03/23/23 | 572(2) | 85,096 | | | | | 03/22/24 | 1,043(2) | 155,167 | | | | | 03/23/23 | | | 2,194(3) | 326,401 | | | 03/22/24 | | | 4,272(4) | 635,545 | | Tod M. Cooper | 03/23/22 | 941(2) | 139,993 | | | | | 03/23/23 | 1,717(2) | 255,438 | | | | | 03/22/24 | 463(2) | 68,881 | | | | | 03/23/23 | | | 6,588(3) | 980,097 | | | 03/22/24 | | | 1,190(5) | 177,036 | | Don A. Egan | 03/23/22 | 235(2) | 34,961 | | | | | 03/23/23 | 1,030(2) | 153,233 | | | | | 03/22/24 | 1,043(2) | 155,167 | | | | | 03/23/23 | | | 3,954(3) | 588,237 | | | 03/22/24 | | | 4,272(4) | 635,545 | | William F. Fry | 03/23/22 | 605(2) | 90,006 | | | | | 03/23/23 | 1,099(2) | 163,498 | | | | | 03/22/24 | 1,043(2) | 155,167 | | | | | 03/23/23 | | | 4,216(3) | 627,214 | | | 03/22/24 | | | 4,272(4) | 635,545 |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END
1.The closing price per share of the Company’s common stock of $148.77 on December 31, 2024 was used to determine the market values shown in this column. 2.The restricted stock unit awards granted on March 23, 2022, March 23, 2023, and March 22, 2024 vest ratably over a three-year period beginning on the first anniversary of the grant date. These awards are subject to certain clawback provisions. 3.These performance share awards will cliff vest on December 31, 2025 and will be released in the first quarter of 2026 on the date the Compensation Committee determines the level of achievement of the performance goals. These awards are split between the achievement of certain specified levels of the Company’s ROIC as defined in the applicable award agreement and the Company’s TSR compared to the TSR of a peer group of companies. Maximum award shown; ROIC-based awards may be earned between threshold (50% of target) and maximum (200% of target) and TSR-based award may be earned between threshold (25% of target) and maximum (200% of target), although the minimum payout for either award is zero. These awards are subject to certain clawback provisions.
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END
| MYR GROUP INC. | 2025 PROXY STATEMENT | 59 |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END
4.These performance share awards will cliff vest on December 31, 2026 and will be released in the first quarter of 2027 on the date the Compensation Committee determines the level of achievement of the performance goals. These awards are split between the achievement of certain specified levels of the Company’s ROIC as defined in the grant, the Company’s TSR compared to the TSR of a peer group of companies and the Company’s ESG score compared to the ESG score of a peer group of companies. Maximum award shown: ROIC-based awards may be earned between threshold (50% of target) and maximum (200% of target) and TSR-based and ESG-based awards may be earned between threshold (25% of target) and maximum (200% of target), although the minimum payout for either award is zero. These awards are subject to certain clawback provisions. 5.During 2024, Mr. Cooper retired from his role as Chief Operating Officer-Transmission & Distribution and continued his employment with the Company at a reduced capacity and was thus awarded a non-NEO equity grant that did not include ESG-based performance shares. These performance share awards will cliff vest on December 31, 2026 and will be released in the first quarter of 2027 on the date the Compensation Committee determines the level of achievement of the performance goals. These awards are split between the achievement of certain specified levels of the Company’s ROIC as defined in the grant and the Company’s TSR compared to the TSR of a peer group of companies. Maximum award shown: ROIC-based awards may be earned between threshold (50% of target) and maximum (200% of target) and TSR-based awards may be earned between threshold (25% of target) and maximum (200% of target), although the minimum payout for either award is zero. These awards are subject to certain clawback provisions.
2024 OPTION EXERCISES AND STOCK VESTED
2024 OPTION EXERCISES AND STOCK VESTED The following table sets forth for each NEO the activity for vesting of stock awards during the year ended December 31, 2024. The Company has no remaining outstanding and exercisable options:
2024 OPTION EXERCISES AND STOCK VESTED
| | Stock Awards | | | Name | Number of Shares Acquired On Vesting(1) (#) | Value Realized On Vesting(2) ($) | | Richard S. Swartz | 19,708 | 3,032,864 | | Kelly M. Huntington | 732 | 126,285 | | Brian K. Stern | 1,385 | 214,748 | | Tod M. Cooper | 6,177 | 952,445 | | Don A. Egan | 1,806 | 283,296 | | William F. Fry | 4,000 | 617,315 |
2024 OPTION EXERCISES AND STOCK VESTED
(1)The amounts shown include Restricted Stock Units that vested on March 23, 2024 and performance shares awarded in 2022 that vested on December 31, 2024. For the performance shares, final certification of results and distribution of shares occurred on February 19, 2025. (2)The amounts shown are calculated based on the closing market price per share of our common stock on the date the shares were received.
2024 CEO PAY RATIO
2024 CEO PAY RATIO We believe our compensation programs should be consistent and internally equitable. The following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee. For our 2024 pay ratio disclosure we used the same median employee from the prior year as there have been no changes in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. The ratio between the pay of our CEO to the pay of our median employee is 23:1. The annual total compensation for our median employee for 2024 was $186,808. The annual total compensation of our CEO was $4,284,541. The difference between this annual total compensation and the annual total compensation found in “Executive Compensation Tables—2024 Summary Compensation Table” is due to the inclusion of nondiscriminatory health and welfare benefit plans that are not required to be included in the 2024 Summary Compensation Table.
2024 CEO PAY RATIO
| 60 | MYR GROUP INC. | 2025 PROXY STATEMENT |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
| YEAR (a) | Summary Compensation Table Total for PEO(1) (b) | Compensation Actually Paid to PEO(1)(2)(3) (c) | Average Summary Compensation Table Total for Non-PEO NEOs(1) (d) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) (e) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($000) (h) | Pretax Income ($000) (i) | | | | | | | Total Shareholder Return(3) (f) | Peer Group Total Shareholder Return (g) | | | | 2024 | $4,261,579 | $1,820,348 | $1,210,024 | $792,124 | $456.49 | $453.09 | $30,263 | $46,493 | | 2023 | 4,622,911 | 8,754,528 | 1,082,505 | 2,029,471 | 443.79 | 273.54 | 90,990 | 125,004 | | 2022 | 4,248,395 | 2,318,204 | 1,555,649 | 866,918 | 282.51 | 197.73 | 83,381 | 114,204 | | 2021 | 4,137,327 | 11,951,446 | 1,635,947 | 4,436,667 | 339.21 | 187.69 | 85,010 | 116,306 | | 2020 | 3,282,639 | 8,024,727 | 1,402,709 | 3,176,951 | 184.41 | 130.49 | 58,759 | 81,385 |
PAY VERSUS PERFORMANCE
(1)Mr. Swartz served as our principal executive officer ("PEO") for the full year for each of 2024, 2023, 2022, 2021 and 2020. For 2024 our non-PEO NEOs included Ms. Huntington and Messrs. Cooper, Egan, Fry and Stern. For 2023 our non-PEO NEOs included Mses. Huntington and Johnson and Messrs. Cooper, Egan, Fry and Waneka. For each of 2022, 2021 and 2020 our non-PEO NEOs included Ms. Johnson and Messrs. Cooper, Fry and Waneka. (2)For each of 2024, 2023, 2022 2021 and 2020, the values included in this column for the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs reflected the following adjustments to the values included in column (b) and column (d), respectively:
PAY VERSUS PERFORMANCE
| Richard S. Swartz | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table ("SCT") Total for PEO (b) | $4,261,579 | $4,622,911 | $4,248,395 | $4,137,327 | 3,282,639 | | - SCT “Stock Awards” column value | (3,286,421) | (2,654,850) | (2,268,882) | (1,899,867) | (1,286,539) | | + year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | 2,230,272 | 3,356,782 | 2,209,840 | 4,290,165 | 3,629,664 | | [+/-] change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | (743,741) | 1,536,204 | (843,833) | 3,513,544 | 1,487,742 | | [+/-] change in fair value of equity awards granted in prior years that vested in the covered year | (641,341) | 1,893,481 | (1,027,316) | 1,910,277 | 911,221 | | Compensation Actually Paid to PEO (c) | 1,820,348 | 8,754,528 | 2,318,204 | 11,951,446 | 8,024,727 |
PAY VERSUS PERFORMANCE
| Average For Non-PEO NEOs (d) | 2024 | 2023 | 2022 | 2021 | 2020 | | Average SCT Total for Non-PEO NEOs (c) | $1,210,024 | $1,082,505 | $1,555,649 | $1,635,947 | 1,402,709 | | - SCT “Stock Awards” column value | (549,651) | (386,520) | (581,054) | (568,595) | (455,618) | | + year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | 358,601 | 733,059 | 565,901 | 1,283,965 | 1,285,391 | | [+/-] change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | (122,701) | 259,186 | (308,884) | 1,262,819 | 635,868 | | [+/-] change in fair value of equity awards granted in prior years that vested in the covered year | (104,149) | 341,241 | (364,694) | 822,531 | 308,601 | | Average Compensation Actually Paid to Non-PEO NEOs (e) | 792,124 | 2,029,471 | 866,918 | 4,436,667 | 3,176,951 |
PAY VERSUS PERFORMANCE
| MYR GROUP INC. | 2025 PROXY STATEMENT | 61 |
PAY VERSUS PERFORMANCE
(3)For each of 2024, 2023, 2022, 2021 and 2020, total shareholder return for the Company and the peer group was calculated as the yearly percentage change in cumulative total shareholder return based on a deemed fixed investment of $100 at market close on December 31, 2019. The yearly percentage change in cumulative total shareholder return was measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for the period from December 31, 2019 through and including the last day of the covered fiscal year (the “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between stock price per share at the end and the beginning of the Measurement Period, divided by (b) stock price per share at the beginning of the Measurement Period. For purposes of this pay versus performance disclosure, our peer group consists of eleven companies which are: Astec Industries Inc, Comfort Systems USA Inc., Dycom Industries Inc, EMCOR Group Inc., Granite Construction Incorporated, IES Holdings Inc., MasTec Inc., Matrix Service Company, Primoris Services Corp., Quanta Services Inc. and Tetra Tech Inc. (the “Peer Group”). This Peer Group is consistent with the peer group used in Item 5 of our 2024 Form 10-K. For purposes of calculating the Peer Group total shareholder return, the returns of each component issuer of the group were weighted according to the respective issuers’ stock market capitalization at the beginning of the Measurement Period Because fiscal years are presented in the table in reverse chronical order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time.
Pay Versus Performance Relationship Descriptions
Pay Versus Performance Relationship Descriptions The following graphical comparisons provide descriptions of the relationships between certain figures included in the Pay Versus Performance table for each of 2024, 2023, 2022, 2021, and 2020, including: (a) comparisons between (i) the compensation actually paid to the PEO and the average compensation actually paid to our non-PEO NEOs and (ii) each of Total Shareholder Return, Net Income and Pretax Income; and (b) a comparison between our cumulative total shareholder return and the total shareholder return of the Peer Group.
Relationship Between Compensation Actually Paid and Total Shareholder Return
Relationship Between Compensation Actually Paid and Total Shareholder Return
Relationship Between Compensation Actually Paid and Total Shareholder Return
| 62 | MYR GROUP INC. | 2025 PROXY STATEMENT |
Relationship Between Compensation Actually Paid and Net Income
Relationship Between Compensation Actually Paid and Net Income
Relationship Between Compensation Actually Paid and Pretax Income
Relationship Between Compensation Actually Paid and Pretax Income The following table lists the three financial and two non-financial performance measures that we believe represent the most important performance measures used to link compensation actually paid to our PEO and non-PEO NEOs for 2024 to our performance:
Relationship Between Compensation Actually Paid and Pretax Income
| Pretax Income | | Total Case Incident Rate | | Lost Time Incident Rate | | Return On Invested Capital | | Total Shareholder Return |
Relationship Between Compensation Actually Paid and Pretax Income
| MYR GROUP INC. | 2025 PROXY STATEMENT | 63 |