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April 26, 2018Renaissance Schaumburg Convention Center Hotel1551 N. Thoreau DriveSchaumburg,Illinois 60173
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4, 2021
It is important that your shares are represented and voted at the 20182021 Annual Meeting regardless of the size of your holdings.
![[GRAPHIC MISSING]](https://files.docoh.com/DEF 14A/0001571049-18-000164/sig_wakoertner.jpg)
William A. KoertnerExecutive Chairman
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4, 2021
WHERE: Renaissance Schaumburg Convention Center Hotel, 1551 N. Thoreau Drive, Schaumburg, Illinois 60173
ITEMS OF BUSINESS:
| ITEMS OF BUSINESS: | BOARD RECOMMENDATIONS: | |||||||
| • | Proposal 1. Election as directors of the three Class II nominees, each to serve a term of three years; | The Board of Directors recommends that you vote FOR the election of each of the nominees named in Proposal 1 and FOR Proposals 2 and 3. | ||||||
| • | Proposal 2. Advisory resolution to approve the compensation of our named executive officers; | |||||||
| • | Proposal 3. Ratification of the appointment of our independent registered public accounting firm; and | |||||||
| • | Consideration of other business properly presented at the meeting | |||||||
BOARD RECOMMENDATION:
The Board of Directors recommends that you vote FOR the election of each of the nominees named in Proposal 1 and FOR Proposals 2 and 3.
WHO CAN VOTE:
Stockholders of record at the close of business on22, 2021.
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Gerald B. Engen, Jr.
Directors will be elected by the affirmative vote of a majority of votes cast in this uncontested election. • Regular Executive Sessions Without Management Present • 100% Independent Audit, Compensation and Nominating, Environmental, Social and Corporate Governance Committees • Majority Voting in Uncontested Elections • • Risk Oversight by Full Board and Committees • • Balanced Director Ages • Stock Ownership Guidelines for Named Executive Officers and Directors • Annual • Code of Business Conduct and Ethics for Officers and Directors • • Limited Director Service on Other Public Boards • Our revenues for the year ended December 31, social responsibility. We believe a diverse workforce provides a range of perspective, skills and experiences that will help us meet the challenges in our rapidly changing industries. Matters.” During the Board’s annual review of director independence, the Board also considers transactions, relationships and arrangements between each director or an immediate family member of the director and each of MYR Group and our senior management. The Secretary forwards communications relating to matters within the Board’s purview to the appropriate directors, communications relating to matters within a Board committee’s area of responsibility to the The the strategic plan as significant events and opportunities arise during the year. As part of the strategic plan review, the Board and management focus on the primary value drivers for the Company and risks facing the Company, as well as the Company’s sustainability and social responsibilities. 12150 East 112th Avenue Henderson, CO 80640. The Board has determined that all of the and was followed with respect to Ms. O’Connor. considering whether our directors, including the nominees, in 2020. - CLASS II TABLE OF CONTENTSTABLE OF CONTENTSPROXY SUMMARY1Risk Oversight920182021 Director Nominees - Class II22CERTAIN RELATIONSHIPS AND RELATED Objectives of Our Compensation ProgramCommunications with Stockholders on Executive2020 Target Compensation2017 Target Performance-Based CompensationPROXY STATEMENTWe are providing the enclosed proxy materials to you in connection with the solicitation by the board of directors (collectively the “Board” and each individually, a “Director”) of MYR Group Inc. of proxies to be voted at the Annual Meeting of Stockholders to be held on Thursday, April 22, 2021 (the “2021 Annual Meeting”). We began making these proxy materials available to our stockholders at investor.myrgroup.com/financial-information/annual-reports and at proxyvote.com on or about March 4, 2021.Throughout this proxy statement, references to “MYR Group,” the “Company,” “we,” “us,” and “our” refer to MYR Group Inc. and its consolidated subsidiaries, except as otherwise indicated or as the context otherwise requires.VIRTUAL MEETING FORMATWe have decided to hold the 2021 Annual Meeting virtually again this year due to the public health impact of the COVID-19 pandemic in order to protect the health and well-being of our stockholders and employees and allow for greater participation by our stockholders. For all of these reasons, there will not be a physical location for the 2021 Annual Meeting and you will not be able to attend in person.We have designed the virtual 2021 Annual Meeting to provide substantially the same opportunities to participate as you would have at an in-person meeting. Our virtual 2021 Annual Meeting will be conducted on the internet via live webcast. Stockholders will be able to attend and participate online and submit questions during the 2021 Annual Meeting by visiting virtualshareholdermeeting.com/MYRG2021.Stockholders will be able to vote their shares electronically during the 2021 Annual Meeting.Stockholders who would like to attend and participate in the 2021 Annual Meeting will need the 16-digit control number included on their proxy card or voting instruction form. The 2021 Annual Meeting will begin promptly at 7:00 a.m. Mountain time. We encourage you to access the 2021 Annual Meeting prior to the start time. Online check-in will begin at 6:45 a.m. Mountain time.Stockholders should ensure that they have a strong internet connection if they intend to attend and participate in the 2021 Annual Meeting. Attendees should allow sufficient time to log in and ensure that they can hear streaming audio prior to the start of the 2021 Annual Meeting.Questions and Information AccessibilityThe virtual 2021 Annual Meeting format allows stockholders to communicate with us during the 2021 Annual Meeting so they can ask questions of our management and Board, as appropriate. If you wish to submit a question during the 2021 Annual Meeting, you may do so by logging into the virtual meeting platform at virtualshareholdermeeting.com/MYRG2021, typing your question into the “Ask a Question” field, and clicking “Submit.”Questions pertinent to the 2021 Annual Meeting that comply with the meeting rules of conduct will be answered during the 2021 Annual Meeting, subject to time constraints.Technical DifficultiesIf you encounter any difficulties accessing the virtual 2021 Annual Meeting, please call the technical support number that will be posted on the virtual meeting login page for assistance. Technical support will be available beginning approximately 30 minutes prior to the start of the 2021 Annual Meeting through its conclusion.This section introduces and provides overview information and the recommendations of the board of directors of MYR Group Inc. (the “Board”)Board for each of the proposals to be voted on at the 20182021 Annual Meeting, of Stockholders (the “2018 Annual Meeting”), in addition to highlighting our corporate governance, business results and executive compensation. This overview of voting items does not contain all of the information that you should consider, and we encourage you to review the entire 20182021 proxy statement (the “Proxy Statement”) prior to determining how you wish to vote your shares.PROPOSAL 1. ELECTION OF DIRECTORS(the full proposal begins on page 11)PROPOSAL 1. ELECTION OF DIRECTORS (full proposal begins on page 14)OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES.The Board and the Nominating, Environmental, Social and Corporate Governance Committee believe that the twothree Class II nominees possess the necessary qualifications, attributes, skills and experiences to provide quality advice and counsel to the Company’s management and effectively oversee the business and long-term interests of the Company’s stockholders. Further biographical and qualification information for each director nominee can be found in the full proposal.Our Director NomineesYou are being asked to vote on the election of twothree Class II directors, each for a term ending in 20212024 or until a successor has been chosen and qualified. Jack L. Alexander, a Class II director with a term expiring at the 2018 Annual Meeting, informed the Board that he will retire on April 1, 2018 and therefore will not stand for reelection to the Board at the 2018 Annual Meeting. In connection with Mr. Alexander’s retirement, the Board determined that it would decrease the Board size from 10 to 9 directors on April 1, 2018. Committee Membership Age Director Since Primary Occupation Independent Other Public Boards Audit Comp NCG Board Recommendation Donald C.I. Lucky 55 2015
Managing
Partner,
Reynolds Mirth
Richards &
Farmer LLP
Yes 0 þ þ FOR Maurice E. Moore 67 2010
Founder,
Primus
Financial
Group, LLC
Yes 0 þ þ FOR MYR GROUP INC. |2018 PROXY STATEMENTAge Director
SincePrimary
OccupationIndependent Other
Public
BoardsCommittee
MembershipBoard
RecommendationAudit Comp NESG Donald C.I. Lucky 58 2015 Managing Partner, Reynolds Mirth Richards & Farmer LLP Yes None — þ Chair For Maurice E. Moore 70 2010 Founder, Primus Financial Group, LLC Yes None Chair — þ For Shirin O'Connor 57 2020 Vice President,Global Engineering, Procurement, and Quality at Air Products Yes None — þ þ For MYR GROUP INC. | 2021 PROXY STATEMENT2 Corporate Governance HighlightsWe are committed to goodsound corporate governance practices. We believe that good governance promotes the long-term interests of our stockholders and strengthens Board and management accountability.• Separate Executive ChairmanChair of the Board and Chief Executive Officer Positions• Independent Chair of the Board • Annual “Say-on-Pay” Stockholder Vote on Executive Compensation • All Independent Directors • Independent Lead Director• Annual Advisory Approval of Executive Compensation• All Directors are Independent Except our Former and Current Chief Executive OfficerEngageAnnual Engagement of Independent Executive Compensation Consultant Each Year for Executive CompensationInvestor Outreach Program(3(6 Under 60)• Investor Outreach Program • Annual Board and Committee Self-Evaluations Board and Committee Self-EvaluationsAnnual Performance EvaluationPeriodic Engagement of NamedIndependent Executive Officers by DirectorsEngaged Independent Corporate Governance Consultant• Board Refreshment Policy With an Expected Director Retirement Age of 72. Directors that reach the age of 72 are expected to tender their resignation at the next stockholders' meeting. • Three of nine directors are female or racially/ethnically diverse The Board engaged an independent, third-party executive and corporate governance consultant to facilitate individual director self-evaluations and theconducted 2020 annual self-evaluation exercises byfor the Board and its committees, which provided the Board with independent insight as to the effectiveness of its operation, the effectiveness of operations of its committees, its governance practices and its strategic planning processes.Effective April 27, 2020, the Board appointed Shirin O’Connor as a director. Ms. O’Connor was appointed as a Class II director succession planning.All but one of our directors are independent and three of our independent directors have been appointed withinwith an initial term expiring at the past three years.PROPOSAL 2. ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS(the full proposal begins on page 2021 Annual Meeting.3 MYR GROUP INC. | 2021 PROXY STATEMENTPROPOSAL 2. ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (full proposal begins on page 58)OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY RESOLUTION TO APPROVE OUR EXECUTIVE COMPENSATION.The Board and the Compensation Committee seek a non-binding advisory vote to approve the compensation of our named executive officersofficer (“NEO”) compensation as described inunder the sections entitled “Compensation Discussion and Analysis” and “Executive Compensation Tables”.Tables.” The Board values stockholders’ opinions, and the Compensation Committee will consider the outcome of the advisory vote when evaluating future executive compensation decisions.
(1)Represents net income attributable to MYR GROUP INC. |2018 PROXY STATEMENTGroup.
2020 Performance2017 Performance![[GRAPHIC MISSING]](https://files.docoh.com/DEF 14A/0001571049-18-000164/tv486579_chrt-bar1.jpg)
20172020 were $1.403$2.247 billion compared to $1.142$2.071 billion and $1.062$1.531 billion for the years ended December 31, 20162019 and 2015,2018, respectively. Our net income attributable to MYR Group for the year ended December 31, 20172020 was $21.2 million, which included a net Tax Cuts and Jobs Act (the “Tax Act”) benefit of $7.8$58.8 million compared to $21.4$37.7 million and $27.3$31.1 million for the years ended December 31, 20162019 and 2015,2018, respectively. For the year ended December 31, 2017,2020, our backlog was $679.1 million$1.649 billion compared to $688.8 million$1.499 billion and $450.9 million$1.147 billion for the years ended December 31, 20162019 and 2015,2018, respectively.Executive Compensation HighlightsCompensation decisions are based on a number of factors, including peer company data and general market data, Company performance against pre-established goals, relative performance of the Company’s stock compared to a peer group, and the experience and contributions of individual executives. At our 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”), our stockholders voted on an advisory resolution regarding the compensation of our NEOs (the “Say-on-Pay” proposal), which was approved by more than 98% of the votes represented at the 2020 Annual Meeting and entitled to vote. Our executive compensation program seeks to attract, motivate and retain executive talent and emphasizeemphasizes pay for performance. Our executive compensation program includes base salary, short-term incentive compensation under our Senior Management Incentive Plan (amended and restated as of May 1, 2014) (the “SMIP”), long-term equity awards,compensation under our 2017 Long-Term Incentive Plan (as amended and restated as of April 23, 2020) (the “LTIP”), a defined-contribution retirement plan, profit sharing, and very limited perquisites.MYR GROUP INC. | 2021 PROXY STATEMENT 4 We continue to strive to adhere to the following best practices in executive compensation:WHAT WE DOþWHAT WE DON’T DO⨯WE DO: WE DO NOT: þ Pay for Performance X ⨯ NoAllow Hedging of our Stockþ Hold Annual “Say-on-Pay” Stockholder Vote X ⨯ NoAllow Pledging of our Stockþ Require Officers and Directors to Meet Stock Ownership Guidelines for Officers and DirectorsX ⨯ NoProvide Tax Gross-Ups Going Forwardþ Encourage Stockholder Input X ⨯ NoProvide Single Trigger Following Change in Controlþ Impose Clawback Provisions X ⨯ NoAllow Short-Selling of our Stockþ Maintain an Independent Compensation Committee X ⨯ No GuaranteedGuarantee Minimum BonusAnnual Cash Incentive Payments to our Named Executive Officersþ Conduct Annual Compensation Review and Risk Assessment X ⨯ NoProvide Dividends or Dividend Equivalents on Unvested Equityþ MultipleProvide Incentive Compensation Based Upon Financial and Safety Performance Metrics Including SafetyX ⨯ NoAllow Repricing of Stock Options Without Stockholder Approvalþ Cap Annual Cash BonusIncentive and Performance AwardsX ⨯ NoGrant Stock Options Below Fair Market Value as of the Grant Dateþ Base Significant Portion of Long-Term Incentive Awards Based on Relative Total Shareholder Returnþ Engage an Independent Compensation Consultant þAlign the Financial Interests of Named Executive Officers Withour NEOs with those of Stockholdersþ Multi-Year Vesting of Equity Awards
5MYR GROUP INC. | 2021 PROXY STATEMENTMYR GROUP INC. |2018 PROXY STATEMENTPROPOSAL 3. RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (full proposal begins on page 62)PROPOSAL 3. RATIFICATION OF THE APPOINTMENT OF CROWE HORWATH LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM(the full proposal begins on page 60)OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF CROWE
HORWATH LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.The Board and the Audit Committee believe that the appointment of Crowe Horwath LLP (“Crowe”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 20182021 is in the best interests of the Company and its stockholders.OTHER MATTERS THAT MAY BE PRESENTED AT THE 2018 ANNUAL MEETING(found on page 61)OTHER MATTERS THAT MAY BE PRESENTED AT THE 2021 ANNUAL MEETING (found on page 63)We will also take actionact upon any other business as may properly come before the 20182021 Annual Meeting of Stockholders and any adjournments or postponements of that meeting. The Board or proxy holders will useexercise their discretion on any other matters that may arise at the 20182021 Annual Meeting.MYR GROUP INC. |2018 PROXY STATEMENTMYR GROUP INC. | 2021 PROXY STATEMENT 6 CORPORATE GOVERNANCEStockholders and others can access our corporate governance materials, including our Certificate of Incorporation, Amended and Restated By-Laws (the “By-Laws”), committee charters, Corporate Governance Principles, Code of Ethics and other corporate governance related materials on our website at investor.myrgroup.com/corporate-governance. Copies of these materials are also available free of charge to any stockholder who sends a written request to our Secretary at MYR Group Inc., 12150 East 112th Avenue Henderson, CO 80640.The information on our website is not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any other filings we make with the U.S. Securities and Exchange Commission (“SEC”).CODE OF ETHICS AND CORPORATE GOVERNANCE PRINCIPLESWe have adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) applicable to all of our directors, officers and employees. The Code of Ethics promotes honest and ethical conduct, full and accurate public communication and compliance with applicable laws, rules and regulations. We disclose any waiver or amendments to the Code of Ethics as required by the applicable rules of the U.S. SecuritiesSEC.Our Code of Ethics was updated this year to place greater emphasis on diversity and Exchange Commission (“SEC”).Our Code of Ethics calls for us to reduce the impact of our operations on the environment and to promote sustainability and environmental awareness at all levels of the Company. Our policy also calls for us to reduce pollution and reduce consumption of resources through waste management strategies that promote waste minimization, re-use, recovery and recycling, as appropriate. Additionally, the Board has guidelines thatpolicy emphasizes the need to incorporate energy efficiency measures into the Company’s operations and promote efficient energy use where commercially and economically feasible.Our Corporate Governance Principles provide a framework for MYR Group’s corporate governance (the “Corporate Governance Principles”). The Corporate Governance Principlesand assist the Board in the exercise of its responsibilities to help ensure compliance with governing law and our policies.Stockholders and others can access our corporate governance materials, including our Certificate of Incorporation, Amended and Restated By-Laws (the “By-Laws”), committee charters, Corporate Governance Principles, Code of Ethics and other corporate governance related materials on our website atwww.myrgroup.com. Copies of these materials are also available free of charge to any stockholder who sends a written request to our Secretary at MYR Group Inc., 1701 Golf Road, Suite 3-1012, Rolling Meadows, Illinois 60008.The information on our website is not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any other filings we make with the SEC.DIRECTOR INDEPENDENCEOur Corporate Governance Principles require that at least a majority of the Board qualify as independent directors under the listing standards of the NASDAQThe Nasdaq Stock Market LLC (“Nasdaq”) and any other requirements of the committees upon which he or she serves. Nasdaq listing standards have both objective tests and a subjective test for determining who is an independent director. The objective tests state, for example, that a director who is, or at any time during the past three years was, employed by the Company, is not considered independent. The subjective test requires the Board to affirmatively determine that the director does not have a relationship that would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities. Members of our Audit Committee and Compensation Committee, respectively, are subject to certain additional qualification requirements as described below under “Audit Committee Matters” and “Compensation Committee Matters”.After considering the Nasdaq listing standards and information provided by each director, the Board determined that the following directors are independent: Jack L. Alexander, Larry F. Altenbaumer, Bradley T. Favreau, Henry W. Fayne, Kenneth M. Hartwick, Gary R. Johnson,Jennifer E. Lowry, Donald C.I. Lucky, Maurice E. Moore, Shirin O'Connor and William D. Patterson. William A. Koertner is not considered an independent director due to his prior employment with MYR Group, which ended on March 31, 2018. Richard S. Swartz is currently serving as President and will continueChief Executive Officer ("CEO") of the Company and therefore is not considered an independent director. The Board has also determined that Mr. Larry Altenbaumer, who served as a director during fiscal 2020 prior to not be considered independent for the three yearshis resignation following the end2020 Annual Meeting, was independent within the meaning of his employment with the Company in accordance with the Nasdaq listingapplicable independence standards.7 MYR GROUP INC. | 2021 PROXY STATEMENTEXECUTIVE SESSIONS OF THE BOARDIn accordance with the Corporate Governance Principles, the independent directors meet at least twice per year in executive sessions, which are chaired by the Independent Lead Director.sessions. Executive sessions are typically held following Board meetings, without management present.COMMUNICATIONS WITH THE BOARD AND REPORTING OF CONCERNSThe Board values and encourages constructive dialogue with stockholders and other interested parties on compensation and other important governance topics. Stockholders and other interested parties can communicate with the directors, individually or as a group, by writing to our Secretary at MYR Group Inc., 1701 Golf Road, Suite 3-1012, Rolling Meadows, Illinois 6000812150 East 112th Avenue Henderson, CO 80640 or by completing and submitting an e-mail tothe “Contact Us” form on our corporate website atwww.myrgroup.com under the “Investor Contact” tab of the “Investors” section.MYR GROUP INC. |2018 PROXY STATEMENTchairChair of the appropriate committee and communications relating to ordinary business matters to the appropriate MYR GroupCompany officer. The Secretary generally does not forward complaints about service, new services suggestions, resumes and other forms of job inquiries, surveys, business solicitations, or advertisements or inappropriate communications. Anyone who has a concern about the Company’s conduct, accounting, financial reporting, internal controls, or auditing matters may submit that concern anonymously or confidentially to the Company’s Anonymous Incident Reporting System, MySafeWorkplace, at 800-461-9330 orwww.mysafeworkplace.com.BOARD LEADERSHIP STRUCTUREOur Corporate Governance Principles provide that the Board has the discretion to choose its board leadership structure as it deems best for MYR Group and our stockholders. When determining the leadership structure that allows the Board to effectively carry out its responsibilities and represent our stockholders’ interests, the Board considers various factors, including our specific business needs, our industry’s demands, our operating and financial performance, the economic and regulatory environment, Boardthe Board’s self-evaluations, alternative leadership structures and our corporate governance policies and practices.BOARD STRUCTUREThe Board currently consists of nine directors that are divided into three classes, designated as Class I, Class II and Class III. The Board believes the classified structure allows Board members to gain a deep understanding of the Company and its operations, promotes continuity and stability, encouraging directors to take a long-term perspective. The classified structure is reviewed periodically and alternatives including annual elections are considered.Separate Executive ChairmanChair and CEO PositionsEffective January 1, 2017,Positions; Independent Chair of the Board separated the positions of Executive ChairmanThe Board believes that separate Chair of the Board (“Executive Chairman”) and Chief Executive Officer (“CEO”). The Board believes that separating the Executive ChairmanChair”) and CEO positions together with retaining an independent lead director of the Board (“Independent Lead Director”), is appropriate at this time.provides strong leadership for our Company. By separating these positions, our CEO is able to focus on managing the Company’s daily operations and our Executive ChairmanBoard Chair can devote his time and attention to matters of Board oversight and governance.In accordance with theThe Corporate Governance Principles therequire an independent directors selected Gary R. Johnson to continuedirector to serve as lead director if the Independent Lead Director.Board Chair is not an independent director. As the Independent Lead Director, Mr. Johnson has the authority to call meetingsBoard Chair is currently an independent director Board does not have a separate lead independent director.All of the independent directorsour committee members and his duties include, among others, presiding at executive sessions of the independent directors, whichour Committee Chairpersons ("Chair") are typically held following Board meetings without management present,independent.The Nominating, Environmental, Social and serving as a non-exclusive liaison between the Executive Chairman, CEOCorporate Governance Committee ("NESG Committee") and the independent directorsBoard periodically review and whereconsider this leadership structure to ensure it remains appropriate with stockholders.Except for Mr. Koertner, who remains an employee and serves as the Executive Chairman, the Board is composed entirely of independent directors and all of the committee members are independent. MYR Group.MYR GROUP INC. | 2021 PROXY STATEMENT 8 BOARD AUTHORITY TO RETAIN OUTSIDE CONSULTANTSThe Board has the necessary power and authority to request and obtain information directly from management, to retain outside consultants and to consult directly with management and employees where it deems appropriate.NominatingAudit Committee has the sole authority to appoint, compensate, retain and Corporate Governanceoversee the Company’s independent registered public accountants. The Compensation Committee has the sole authority to engage, retain, oversee and terminate compensation advisers for our senior management compensation review and for our directors’ compensation review. The NESG Committee has the other independent directors periodically review this structuresole authority to ensure it is still appropriate.retain and terminate search firms used to identify director candidates.
RISK OVERSIGHTWe do not view risk in isolation but consider risk as part of our regular consideration of business strategy and business decisions. Assessing and managing risk is the responsibility of management, which establishes and maintains risk management processes, including action plans and controls, to balance risk mitigation and opportunities to create stockholder value. It is management’s responsibility to anticipate, identify and communicate risks to the Board and/or its committees.The Board has the responsibility to oversee and review certain aspects of our risk management efforts, either directly or through its committees, based upon management’s identification, assessment and mitigation of risk. We approach risk management by integrating strategic planning and operational decision-making with risk oversight by management and the Board. The Board commits extensive time and effort in discussing and establishing the Company’s strategic plan, and it reconsiders key elements ofMYR GROUP INC. |2018 PROXY STATEMENTThe Board’sOnly independent Directors serve on our committees are each chaired by an independent director andthat support the Board’s oversight functions by regularly addressing various risks in their respective areas of oversight. Specifically, the Audit Committee assists the Board in fulfilling its risk management oversight responsibilities in the areas of financial reporting, internal controls (including internal controls over information technology systems and security), compliance with public reporting requirements and cyber security. The Compensation Committee assists the Board in fulfilling its risk management oversight responsibilities associated with risks arising from compensation policies and programs, including the review of incentive compensation to ensure our programs contribute to our success, increase stockholder value and discourage unnecessary and excessive risk taking. The Nominating and Corporate GovernanceNESG Committee assists the Board in fulfilling its risk management oversight responsibilities associated with risks primarily related to corporate governance, director succession and the composition of the Board. Each of the committee chairsChairs reports to the full Board at regular meetings concerning the activities of the committee, the significant issues it has discussed, and the actions taken by the committee.We believe that our leadership structure supports the risk oversight function of the Board.BOARD AND COMMITTEE SELF-EVALUATIONSEach year, the Board and each of the Audit Committee, the Compensation Committee, and Nominating and Corporate Governance committeesthe NESG Committee conduct an annuala self-evaluation addressing matters that the Board and committees consider relevant to their performance. These evaluations include an assessment by each director of the performance of the Board and the committee or committees on which the director sits. The Nominating and Corporate GovernanceNESG Committee oversees the evaluation process.In 2017,The Board periodically retains an independent, third-party executive and corporate governance consultant facilitated theto facilitate Board and committee self-evaluations. This consultant also facilitatedself-evaluations and individual director performance evaluations.COMMITTEE MEMBERSHIP AND MEETING ATTENDANCEOur Board designates the members and chairsChairs of committees based on the NESG Committee’s recommendations. The Board has three standing committees—Audit, Compensation, and Nominating, Environmental, Social, and Corporate Governance Committee’s recommendations. Because he is not anGovernance—each composed entirely of independent director, Mr. Koertner doesdirectors. Non-independent directors do not serve on any of the committees. The Board has three standing committees — Audit, Compensation, and Nominating and Corporate Governance — each composed entirely of independent directors.9 MYR GROUP INC. | 2021 PROXY STATEMENTEach of the three standing committees has a written charter adopted by the Board. The charters define each committee’s roles and responsibilities. The charters are available on our website atwww.myrgroup.comwww.investor.myrgroup.com/corporate-governance under the “Investors” section. MYR Group will provide copies of these charters free of charge to any stockholder who sends a written request to our Secretary at MYR Group Inc., 1701 Golf Road, Suite 3-1012, Rolling Meadows, Illinois 60008.We expect directors to regularly attend Board meetings and meetings of the committees on which they serve. TheIn 2020, the Board held eleven9 meetings, in 2017.the Audit Committee held 4 meetings, the Compensation Committee held 4 meetings, and the NESG Committee held 3 meetings. Each of our directors serving during the year ended December 31, 20172020 attended at least 75% of the aggregate number of meetings of the Board and committees on which they served. The overall aggregate director attendance for all Board and committee meetings was over 96%94%. All directors serving at the time of the 20172020 Annual Meeting, of Stockholders (the “2017 Annual Meeting”), including the director nominees, attended that meeting and allmeeting. All current directors are expected to attend the 20182021 Annual Meeting.MYR GROUP INC. |2018 PROXY STATEMENT
Current membership of the standing committees is as follows:Audit Compensation NESG Bradley T. Favreau þ þ Kenneth M. Hartwick þ William A. Koertner Only independent directors serve on committees Jennifer E. Lowry þ Donald C.I. Lucky þ Chair Maurice E. Moore Chair þ Shirin O'Connor þ þ William D. Patterson Chair Richard S. Swartz Only independent directors serve on committees BOARD REFRESHMENTThe Board's Corporate Governance Principles establish the general policy that directors will not be nominated for reelection or reappointment to the Board after reaching the age of 72. Directors are expected to tender their resignations immediately following the first annual meeting of stockholders following their 72nd birthday. The Board retains its discretion to waive this policy in individual cases. In 2017,accordance with this policy, Mr. Larry F. Altenbaumer tendered his resignation to the Board following the 2020 Annual Meeting and the Board accepted his resignation following that meeting.MYR GROUP INC. | 2021 PROXY STATEMENT 10 NOMINATING, ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE COMMITTEE MATTERSCOMMITTEE INDEPENDENCE AND RESPONSIBILITIESIn an effort to prioritize, and place greater emphasis on, social matters the previously known as "Nominating and Governance Committee" was renamed as the Nominating, Environmental, Social and Corporate Governance Committee reviewed(NESG Committee). In addition to its previous corporate governance responsibilities, the membership of the Board’s committeesNESG Committee is tasked with monitoring, and recommended to the Board,providing guidance on, Environmental and the Board approved, the following committee membership: Audit Compensation Nominating and
Corporate
Governance Meetings Held in 2017 7 6 3 Current Committee Membership Jack L. Alexander þ þ Larry F. Altenbaumer Chair Bradley T. Favreau þ Henry W. Fayne þ Kenneth M. Hartwick þ Gary R. Johnson þ Chair William A. Koertner Only independent directors serve on committees Donald C.I. Lucky þ þ Maurice E. Moore þ þ William D. Patterson Chair MYR GROUP INC. |2018 PROXY STATEMENTNOMINATING AND CORPORATE GOVERNANCE COMMITTEE MATTERSCOMMITTEE INDEPENDENCE AND RESPONSIBILITIESNominating and Corporate GovernanceNESG Committee members are independent under the Nasdaq listing standards. The primary responsibilities of the Nominating and Corporate GovernanceNESG Committee include: include, among others:•identifying and recommending to the Board individuals qualified to serve as director; directors of the Company;•advising the Board with respect to the Board’s size, composition, procedures and committees; developing and recommending to•advising the Board thein fulfilling its oversight responsibilities relating to corporate governance principles applicable to the Company; responsibility and social matters;•overseeing the self-evaluation of the Board and its committees;the Board's committees•assisting the board in identifying, evaluating and providing oversightmonitoring environmental, climate, health, safety, social, and public policy trends that could affect MYR Group's business activities, performance and reputation; and•assisting the board in determining whether the Company has appropriate policies, management systems, strategies and initiatives with respect to corporate governanceEnvironmental, Social, and ethical conduct.Corporate Governance matters.
CRITERIA FOR NOMINATION TO THE BOARD OF DIRECTORSThe Nominating and Corporate GovernanceNESG Committee is responsible for identifying, screening, and recommending candidates to the Board for Board membership in accordance with the committee’s charter, our Certificate of Incorporation, our By-Laws, our Corporate Governance Principles and additional criteria that may be considered regarding director candidate qualifications. Candidates for nomination to the Board may be suggested by current directors, management, stockholders, or a third-party search firm engaged to assist with director recruitment. In evaluating potential candidates for Board membership.Ms. O’Connor was first identified as a director candidate by a third-party search firm retained by the NESG Committee. The Nominating and Corporate GovernanceNESG Committee also evaluatesprovided the third-party search firm with guidance as to the qualifications, qualities and skills that the committee was seeking in potential candidates, and the search firm identified candidates for the committee's consideration.In evaluating potential candidates for Board Membership the NESG Committee will make a preliminary review of a prospective candidate’s background, career experience and qualifications based on available information. If a consensus is reached by the NESG Committee that a particular candidate would likely contribute positively to the Board’s mix of skills and experiences, the NESG Committee will conduct interviews with the candidate and may invite other Board members or Company executives to interview the candidate to assess the candidate’s overall qualifications. The NESG Committee will consider the candidate against the criteria described below in the context of the Board’s then current composition and the needs of the Board and its committees and make a recommendation to the Board as to whether the candidate should be nominated for election. This procedure is the same for all candidates, properly nominatedincluding director candidates identified by stockholders, using the same criteria.11 MYR GROUP INC. | 2021 PROXY STATEMENTSince the identification and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors, and is significantly influenced by the particular needs of the Board from time to time, there is not a specific set of qualifications, qualities or skills that are necessary for a nominee to possess, other than those that are necessary to meet legal requirements, the Nasdaq listing standards and the provisions of our Certificate of Incorporation, By-Laws, Corporate Governance Principles and charters of the Board’s committees. When considering nominees, the Nominating and Corporate GovernanceNESG Committee may take into consideration many factors including, but not limited to, a candidate’s:•record of accomplishment in his or her field;•depth and breadth of experience at an executive, policy-making level in business, financial services, academia, law, government, technology or other areas relevant to the Company’s activities;•personal and professional ethics, integrity and values;•diversity of personal and professional experiences, opinions, perspectives, background, and candidate diversity;•commitment to enhancing stockholder value;•ability to exercise good judgment and provide practical insights and diverse perspectives;•knowledge of the Company’s industry, markets and customers;•vision, leadership and individual talents;•absence of real and perceived conflicts of interest;•ability and willingness to devote sufficient time to become knowledgeable about the Company and to effectively carry out the duties and responsibilities of service;•ability to attend Board and committee meetings in person;•ability to develop a good working relationship with other members of the Board; and•ability to contribute to the Board’s working relationship with senior management.When considering nominees, the Nominating and Corporate GovernanceNESG Committee may also consider whether the candidate possesses the qualifications, experience, attributes and skills, taken as a whole, it considers appropriate in the context of the Board’s overall composition and needs.Taking into consideration the recommendations of the Nominating and Corporate Governance Committee, theThe Board is responsible for nominating directors for election to the Board. WhenMYR GROUP INC. |2018 PROXY STATEMENTshould serve as a director and have the experience, qualifications, attributes and skills taken as a whole, to enableserve on the Board, to satisfy its responsibilities effectively in light of our businesses and structure, the Board considers the Nominating and Corporate GovernanceNESG Committee’s recommendations and the individual’s breadth of knowledge of our industry and customers, integrity, their particular experiences, individual talents, business judgment, and vision, leadership skills and what each individual would bring to the Board as a whole, including the information discussed in each of the director’s individual biographies. Additionally, the Board consideredconsiders and valued that each of our directors hasvalues a director’s or director nominee’s extensive experience as a business leader and has a strong understanding of business operations in general.Under the heading “Proposal 1. Election of Directors,” we provide an overview of each nominee’s principal occupation, business experience and other directorships of publicly traded companies, together with the qualifications, experience, key attributes and skills that the Nominating and Corporate GovernanceNESG Committee and the Board believe will best serve the interests of the Board, the Company and our stockholders.MYR GROUP INC. | 2021 PROXY STATEMENT 12 DIVERSITYOur Corporate Governance Principles specify that the Nominating and Corporate Governance Committee should consider the valueMYR Group's Board of Directors believes diversity on the Board inis critical to the director nominee identificationCompany’s ability to create long-term value for its shareholders. The Board has and nomination process. While the Company does not have a specific policy regardingwill continue to make diversity the Nominatingincluding gender, race/ethnicity, national origin, career experience, and Corporate Governance Committee is responsible for recommending measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity. The Nominating and Corporate Governance Committee’s evaluation of director nominees and the Board as a whole includes the diversity of personal and professional experiences, opinions, perspectives, backgrounds, genders, ages and ethnicities.mind, key factors when considering director candidates. The Nominating and Corporate Governance CommitteeBoard believes that a diverse board strengthens Board performance and better positions the Board to make thoughtful decisions. Accordingly,Diverse backgrounds are key for our Board to provide effective governance, advice on the NominatingCompany’s operations, and to assess risk and opportunities for the Company’s business. Our Corporate Governance Principles specify that the NESG Committee strivesshould consider the value of diversity on the Board in the director-nominee identification and nomination process. To this end the Committee recommends various measures to select nominees with complementaryensure the Board reflects an appropriate balance of diversity and diverse skills, backgrounds and experiences. The Nominating and Corporate Governance Committee will continually assess the effectiveness of this approach as part of its review of the Board’s composition and as well as in the coursepart of the Board’s and Nominatingthe Committee’s self-evaluation process.Our current Board consists of nine members, seven of whom are independent. Our Board includes two women, one of whom is of Middle Eastern descent, an African American director, and two directors who are non-U.S. citizens. In the past six years, five new directors have joined our Board, and four longer-tenured directors have departed from our Board, as we amended our Corporate Governance Committee’s self-evaluation process.Principles in 2018 in order to establish the general policy that directors will not be nominated for reelection or reappointment to the Board after reaching the age of 72, lowering average independent director tenure to 6.57 years.
DIRECTOR SUCCESSION PLANNINGThe Nominating and Corporate GovernanceNESG Committee regularly reviews the size and composition of the Board, which includes identifying measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity, and recommends opportunities for adding diversity to the Board. While the Nominating and Corporate GovernanceNESG Committee performs the initial review of the succession plans and makes recommendations to the Board as necessary, the entire Board has the primary responsibility for Board and committee succession planning and has developed both long-term and contingency plans.MYR GROUP INC. |2018 PROXY STATEMENT13 MYR GROUP INC. | 2021 PROXY STATEMENTPROPOSAL 1. ELECTION OF DIRECTORSOUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES.The Board currently consists of tennine directors. The directors are divided into three classes, designated as Class I, Class II and Class III. The term for each class expires at the conclusion of a three-year term.period. At the 20182021 Annual Meeting, the Class II directors are standing for election.The Nominating and Corporate GovernanceNESG Committee recommended to the Board, and the Board approved, the nominations of Donald C.I. Lucky, and Maurice E. Moore and Shirin O'Connor, each for a term ending at the 20212024 Annual Meeting of Stockholders (the “2021 Annual Meeting”) or until his or her successor has been chosen and qualified. Current Class II director Jack L. Alexander announced his retirement effective April 1, 2018,Mr. Lucky was elected by stockholders in 2015 and therefore is not standing for reelectionreelected in 2018. Mr. Moore was first appointed to the Board. Accordingly,Board in connection with Mr. Alexander’s retirement,2010. Ms. O'Connor was first appointed to the Board determined that it would decrease the Board size from ten to nine directors effective April 1, 2018.Each of the nominees was chosen by the Board to beserve as a director because the Board and the Nominating and Corporate GovernanceNESG Committee believe that histheir qualifications, experience, background and skills, taken together, demonstrate histheir capacity to make a continuing meaningful contribution to the Board’s oversight of the business and affairs of the Company. Accordingly, the Board believes that the continued service of each of the nominees on the Board will serve the best interests of the Company and all of its stockholders.If any nominee should be unavailable to serve due to an unanticipated event, the Board may designate another person as a substitute nominee or, in accordance with our By-Laws, act to reduce the number of directors. If the Board substitutes another nominee, the shares represented by your proxy card will be voted for the substitute nominee. None of the nominees are related to one another or to any other director or executive officer of MYR Group or its subsidiaries by blood, marriage or adoption.VOTE REQUIREDOur By-Laws provide that a director nominee in an uncontested election will be elected if the number of shares voted FOR the director’s election exceeds 50% of the number of votes cast on the issue of that director’s election (including votes FOR, orvotes AGAINST and votes to withhold authority with respect to that director’s election, but excluding any votes to ABSTAIN or broker non-votes). If a director in an uncontested election fails to receive the required number of votes for re-election in an uncontested election, the director is expected to tender his or her resignation for prompt consideration by the Board. A director whose resignation is under consideration is expected to abstain from participating in any decision regarding that resignation. The Nominating and Corporate GovernanceNESG Committee and the Board may consider any factors they deem relevant in deciding whether to accept or reject a director’s resignation.In a contested election, where the number of director nominees exceeds the number of directors to be elected, a plurality vote standard will apply, and the director nominees who receive the most FOR votes will be elected.In this election, because the number of director nominees does not exceed the number of directors to be elected, the election of directors at the 20182021 Annual Meeting will not be a contested election. As a result, each of the nominees will be elected if the number of shares voted forFOR such nominee’s election exceeds 50% of the number of votes cast on the issue of such nominee’s election (including votes FOR, orvotes AGAINST and votes to withhold authority with respect to that director’s election, but excluding any votes to ABSTAIN or broker non-votes).If you return a proxy card without giving specific voting instructions, then your shares will be voted FOR the election of each of the nominees.MYR GROUP INC. |2018 PROXY STATEMENTMYR GROUP INC. | 2021 PROXY STATEMENT 14 2021 DIRECTOR NOMINEESThe following is information as of March 1, 2018,February 28, 2021, regarding each director who is up for election at the 20182021 Annual Meeting.Donald C.I. Lucky Committee Membership Age Director Since Independent Nominated for Class Other Public Directorships Audit Comp NCG Meeting Attendance 55 2015 Yes II 0 þ þ 100% Mr. Lucky is a construction attorney and Managing Partner at the century-old Alberta-based law firm of Reynolds Mirth Richards & Farmer LLP, where he has practiced since 1988. He has advised contractors and owners in major power projects, including oil and gas, solar, wind and carbon capture, engineer procurement and construction (“EPC”) mega projects and more than 80 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 obtained his Bachelor of Commerce and Bachelor of Law degrees from the University of Alberta, and his Masters of Law degree from the University of Cambridge.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 and the Compensation and Nominating and Corporate Governance committees significant insight for our strategic planning as well as an understanding and awareness of the Company’s opportunities and challenges.Maurice E. Moore Committee Membership Age Director Since Independent Nominated for Class Other Public Directorships Audit Comp NCG Meeting Attendance 67 2010 Yes II 0 þ þ 100% Mr. Moore has over 30 years of experience in banking, leasing and project financing, and in providing financial advisory services to the electric utility and renewable energy industries. Since 2009, Mr. Moore has served as Managing Director of Primus Financial Group, LLC, a company that he founded, which provides asset and lease financial advisory services to major U.S. commercial banks and companies engaged in the renewable energy business. From 2006 to 2009, Mr. Moore served in senior leadership roles with Chase Equipment Leasing, Inc., a division of JP Morgan Chase, offering a variety of financing and lease solutions to help businesses acquire the equipment needed for daily operations. From 1986 to 2005, Mr. Moore served in various roles, including senior leadership roles, with JP Morgan Capital Corporation and its predecessor companies. Prior to serving on the Board, Mr. Moore served on the boards for West Suburban Medical Center and Community Chest of Oak Park & River Forest, Illinois, and was formerly Finance Advisory Committee Chairman for Oak Park & River Forest High School in Illinois. Mr. Moore earned a Bachelor of Science degree in civil engineering from Brown University and a Master of Business Administration degree from Harvard Business School.MYR GROUP INC. |2018 PROXY STATEMENT
Donald C.I. LuckyAge: 58Director Since: 2015Independent: YesClass: IICommittee Membership: Audit ☐ Compensation ☒ (Chair) NESG ☒Meeting Attendance: 91%Other Public Directorships: NoneMr. Lucky is a construction attorney and Managing Partner at the century-old Alberta-based law firm of Reynolds Mirth Richards & Farmer LLP, where he has practiced since 1988. 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 obtained 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.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 Nominating, Environmental, Social and Corporate Governance Committee and as a member on the Compensation Committee.Qualifications, Experience, Key Attributes and Skills:Mr. Moore has substantial leadership, financial services and capital expenditures experience, and has advised a variety of clients engaged in energy and renewable energy markets. His skills in originating, negotiating and financing large capital projects serve as a guiding force concerning our capital investment and expenditure plans. In addition, his financial advisory involvement in the renewable energy space provides a diverse range of insight that contributes to the Board’s understanding of the markets in which we operate. Mr. Moore’s business acumen and participation on the Audit and Nominating and Corporate Governance committees helps to broaden our exposure and understanding of successful financial practices and growth strategies.MYR GROUP INC. |2018 PROXY STATEMENT15 MYR GROUP INC. | 2021 PROXY STATEMENT
Maurice E. MooreAge: 70Director Since: 2010Independent: YesClass: IICommittee Membership: Audit ☒ (Chair) Compensation ☐ NESG ☒Meeting Attendance: 100%Other Public Directorships: NoneMr. Moore has over 30 years of experience in banking, leasing and project financing, and in providing financial advisory services to the electric utility and renewable energy industries. Since 2009, Mr. Moore has served as Managing Director of Primus Financial Group, LLC, a company that he founded, which provides asset and lease financial advisory services to major U.S. commercial banks and companies engaged in the renewable energy business. From 2006 to 2009, Mr. Moore served in senior leadership roles with Chase Equipment Leasing, Inc., a division of JP Morgan Chase, offering a variety of financing and lease solutions to help businesses acquire the equipment needed for daily operations. From 1986 to 2005, Mr. Moore served in various roles, including senior leadership roles, with JP Morgan Capital Corporation and its predecessor companies. Prior to serving on the Board, Mr. Moore served on the boards for West Suburban Medical Center and Community Chest of Oak Park & River Forest, Illinois, and was formerly Finance Advisory Committee Chairman for Oak Park & River Forest High School in Illinois. Mr. Moore earned a Bachelor of Science degree in civil engineering from Brown University and a Master of Business Administration degree from Harvard Business School.Qualifications, Experience, Key Attributes and Skills:Mr. Moore has substantial leadership, financial services and capital expenditures experience, and has advised a variety of clients engaged in energy and renewable energy markets. His skills in originating, negotiating and financing large capital projects serve as a guiding force concerning our capital investment and expenditure plans. In addition, his financial advisory involvement in the renewable energy space provides a diverse range of insight that contributes to the Board’s understanding of the markets in which we operate. Mr. Moore’s business acumen and experience in both financial services and capital expenditure experience broadens our Board’s experience and understanding of successful financial practices and growth strategies and makes Mr. Moore highly qualified to serve as the Chair of our Audit Committee and as a member of our Nominating, Environmental, Social and Corporate Governance Committee.MYR GROUP INC. | 2021 PROXY STATEMENT 16 
Shirin O'ConnorAge: 57Director Since: 2020Independent: YesNominated for Class: IICommittee Membership: Audit ☐ Compensation ☒ NESG ☒Meeting Attendance: 100%Other Public Directorships: NoneMs. O’Connor has served as Director since 2020. Ms. O’Connor is Vice President, Global Engineering, Procurement, and Quality at Air Products. Ms. O’Connor was previously Vice President, Project Director for Fluor Corporation’s 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 previously served as Flour’s Director of Engineering for Americas providing leadership oversight of engineering resources and execution in South America, US, and Canada. Ms. O’Connor earned a Bachelor of Science degree in electrical engineering from Clemson University a Master of Science degree in electrical engineering from the University of South Carolina. Ms. O’Connor is also 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 contributes 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, makes Ms. O’Connor well qualified to serve on the Board, the Compensation Committee and the Nominating, Environmental, Social and Corporate Governance Committee.17 MYR GROUP INC. | 2021 PROXY STATEMENTCLASS I AND CLASS III DIRECTORSThe following is information as of March 1, 2018February 28, 2021 regarding Class I and Class III directors.CLASS I DIRECTORSHenry W. Fayne Committee Membership Age Director Since Independent Class Other Public Directorships Audit Comp NCG Meeting Attendance 71 2007 Yes I 0 þ 95% Mr. Fayne has more than 30 years of experience with American Electric Power (“AEP”), an electric utility company servicing five million customers in 11 states. During his tenure from 1974 to 2004, he held senior positions in both finance and operations. Mr. Fayne last served as Executive Vice President of Energy Services and was responsible for transmission, distribution and customer relations operations for the AEP system, which employed approximately 15,000 line workers. He also served as Chief Financial Officer and Executive Vice President — Financial Services and was responsible for financial planning and budgeting, risk management, internal audits, accounting and treasury functions. After retiring from AEP in 2004, Mr. Fayne began providing advisory and consulting services to various companies, including Century Aluminum Company. In addition to serving on our Board, Mr. Fayne currently serves as chairman of the board of directors for Southwest Generation, LLC, a privately held gas-fired generating company; director and chairman of the Audit Committee of the board of directors for Murray Energy Corporation, a privately held coal mining company; and serves as a director and chairman of the Audit Committee of Summit Utilities Inc., a privately held gas distribution company. Mr. Fayne holds a Bachelor of Arts degree in economics from Columbia College of Columbia University and a Master of Business Administration degree from the Columbia Business School.Qualifications, Experience, Key Attributes and Skills:With over 35 years of total industry experience, Mr. Fayne’s extensive background in financial planning, budgeting, risk management and operational experience with AEP combine to provide extremely relevant insight and guidance related to our primary operations. His substantial executive leadership expertise and consulting experience are directly relevant to our operations and activities as well as to his service on our Audit Committee, and help aid the Board’s strategic and high-level planning as well as the Board’s understanding of our customers and competitors. Mr. Fayne’s participation on a variety of private company boards provides him with a well-rounded perspective to further enhance the Board’s understanding of the industry.Kenneth M. Hartwick Committee Membership Age Director Since Independent Class Other Public Directorships Audit Comp NCG Meeting Attendance 55 2015 Yes I 1 þ 100% Since 2016, Mr. Hartwick has served as Senior Vice President of Finance, Strategy, Risk & Chief Financial Officer for Ontario Power Generation, a provincial owner of power generation in Ontario, Canada. From February 2015 to March 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.MYR GROUP INC. |2018 PROXY STATEMENT
Kenneth M. HartwickAge: 58Director Since: 2015Independent: YesClass: ICommittee Membership: Audit ☒ Compensation ☐ NESG ☐Meeting Attendance: 100%Other Public Directorships: Spark Energy Inc and Ontario Power GenerationSince April 1, 2019, Mr. Hartwick has served as President and CEO for Ontario Power Generation, an owner of power generation in Canada and United States. Mr. Hartwick is also a Director at Ontario Power Generation. Previously, Mr. Hartwick served as Senior Vice President of Finance, Strategy, Risk & Chief Financial Officer for Ontario Power Generation. From February 2015 to March 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 CEO 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 CEO 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 currently serves on the Board of Directors of Spark Energy, Inc., a publicly-traded retail energy services company. From October 2004 to March of 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.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 currently serves on the Board of Directors of Spark Energy, Inc., a publicly-traded retail energy services company. From October 2004 to March of 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:Through Mr. Hartwick’s senior executive positions, including the roles of chief executive officer and chief financial officer, he 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. Mr. Hartwick’s leadership in the energy industry and financial sector make him a valued advisor and highly qualified to serve on our Board and Audit Committee.Gary R. Johnson Committee Membership Age Director Since Independent Class Other Public Directorships Audit Comp NCG Meeting Attendance 71 2007 Independent
Lead Director I 0 þ Chair 100% Most recently, Mr. Johnson was Vice President and General Counsel of Xcel Energy and its wholly-owned subsidiary, Northern States Power Company. Xcel Energy, through its subsidiaries, is a leading electric and natural gas utility company offering a comprehensive portfolio of energy-related products and services to customers throughout the western and midwestern United States. Mr. Johnson occupied this position from 2000 until his retirement in 2007. From 1989 to 2000, Mr. Johnson was Vice President and General Counsel of Northern States Power Company, the predecessor to Xcel Energy. He holds a bachelor’s degree in history from the University of Minnesota and a Master of Public Administration degree from the Ohio State University. Mr. Johnson is a graduate of the University of Minnesota Law School.Qualifications, Experience, Key Attributes and Skills:Through his distinguished career as an executive officer and general counsel at Xcel Energy and Northern States Power Company, Mr. Johnson gained a broad understanding of the business, industry, legal issues and regulatory landscape of the electrical utility industry. Serving as the Independent Lead Director, as the Chairman of the Nominating and Corporate Governance Committee and as a member of the Compensation Committee, Mr. Johnson uses his vast knowledge to provide a valuable perspective that assists in the understanding of current legal and regulatory issues facing our Company and the industry.MYR GROUP INC. |2018 PROXY STATEMENTMYR GROUP INC. | 2021 PROXY STATEMENT 18 
Jennifer E. LowryAge: 52Director Since: 2018Independent: YesClass: ICommittee Membership: Audit ☒ Compensation ☐ NESG ☐Meeting Attendance: 90%Other Public Directorships: NoneSince November 2016, Ms. Lowry has served as Vice President of Corporate Finance for McCormick & Company, Inc. From 2012 to 2016, Ms. Lowry held senior management roles with Exelon Corporation (“Exelon”) and Constellation Energy Group, Inc. (“Constellation”), which merged with Exelon, including Treasurer and Vice President of Constellation and Senior Vice President and head of strategy for Exelon’s Generation Company. Prior to that, she held executive positions at companies within the electric power industry including AES Corporation and Cogentrix Energy Group, Inc. Ms. Lowry has served on numerous governing committees within Constellation and Exelon and is currently Chair of the Maryland Zoo Board of Trustees. She attended Dartmouth College, where she obtained a Bachelor of Arts degree and Bachelor of Engineering degree with a focus on electrical engineering, and she holds a Masters in Management from the Northwestern University Kellogg School of Management.Qualifications, Experience, Key Attributes and Skills:Ms. Lowry, through her variety of experience, brings industry knowledge and expertise, strong leadership qualities and a diverse set of governance skills to our Board. Her financial and strategic transactional experience with both national and global organizations offer unique perspectives to our Board. Ms. Lowry’s collective leadership, experience and skillset makes her a valuable asset and highly qualified to serve on our Board and as a member of our Audit Committee.19 MYR GROUP INC. | 2021 PROXY STATEMENT
Richard S. Swartz, President and CEOAge: 57Director Since: 2019Independent: NoClass: ICommittee Membership: Audit ☐ Compensation ☐ NESG ☐Meeting Attendance: 100%Other Public Directorships: NoneMr. Swartz was appointed President and CEOr on January 1, 2017. Mr. Swartz also chairs the Company’s internal executive committee. Mr. Swartz has more than 39 years of industry experience and began his career in field operations, and which has evolved into 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 the Occupational Health and Safety Administration’s (“OSHA”) 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 39 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.MYR GROUP INC. | 2021 PROXY STATEMENT 20 CLASS III DIRECTORSLarry F. Altenbaumer Committee Membership Age Director Since Independent Class Other Public Directorships Audit Comp NCG Meeting Attendance 69 2006 Yes III 0 Chair 94% Mr. Altenbaumer has over 40 years of experience in the energy industry. Since 2004, he has served as an independent consultant providing services to several organizations both inside and outside the energy industry. From 2005 to 2014, he served as an advisor to ArcLight Capital Partners, LLC (“ArcLight”), a private equity firm that has invested approximately $19 billion in energy infrastructure assets. Mr. Altenbaumer retired from Illinois Power Company (“Illinois Power”), an electric and natural gas utility, in 2004 after nearly 34 years of service. He served as President of Illinois Power from 1999 until his retirement in 2004, and served in various financial leadership positions before that, including Treasurer, Controller and Chief Financial Officer. During his tenure with Illinois Power, Mr. Altenbaumer also served as Executive Vice President for Regulated Delivery for Dynegy, Inc. (“Dynegy”), a wholesale power, capacity and ancillary service provider. Illinois Power became a subsidiary of Dynegy in 2000 in a transaction led by Mr. Altenbaumer for Illinois Power. Since 2005, he has served as an independent director and currently serves as Vice Chair for the Southwest Power Pool, a Federal Energy Regulation Commission (“FERC”) approved regional transmission organization covering portions of fourteen states. Since 2014, he has served as a director for Summit Utilities, a privately-held holding company that owns and operates natural gas distribution companies in Colorado, Missouri, Maine, Arkansas and Oklahoma. In 2017, he stepped down from four years of serving as the President of the Economic Development Corporation and Macon County and then as its Executive Director of the Midwest Inland Port, a regional economic development initiative based in Decatur, Illinois. He is currently chair of the board of Illinois Health and Science Corporation, a not-for-profit corporation whose principal subsidiary is Decatur Memorial Hospital. Mr. Altenbaumer received a Bachelor’s Degree in electrical engineering and computer science from the University of Illinois in 1970.Qualifications, Experience, Key Attributes and Skills:Mr. Altenbaumer’s long record of achievement in various leadership positions at Illinois Power, including President, enables him to provide valuable insight into key aspects of successfully managing our day-to-day business and management operations. This experience and his current position as a director of the Southwest Power Pool and a member of its Human Resources Committee and Finance Committee support his role as Chairman of the Compensation Committee. His executive management roles, knowledge of our customers and competitors and range of consulting experience both inside and outside of the energy industry strengthen Mr. Altenbaumer’s ability to provide strategic leadership to help us better position ourselves for future growth and success. In addition, Mr. Altenbaumer’s board service for the Southwest Power Pool, along with the nature of his activity in support of several ArcLight portfolio companies, provide him with relevant expertise in areas related to corporate governance issues affecting U.S. publicly traded companies and arm him with a wide base of knowledge related to his Chairmanship of the Compensation Committee.Bradley T. Favreau Committee Membership Age Director Since Independent Class Other Public Directorships Audit Comp NCG Meeting Attendance 34 2016 Yes III 1 þ 94% 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 thatMYR GROUP INC. |2018 PROXY STATEMENT
Bradley T. FavreauAge: 37Director Since: 2016Independent: YesNominated for Class: IIICommittee Membership: Audit ☐ Compensation ☒ NESG ☒Meeting Attendance: 100%Other Public Directorships: NoneMr. 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. 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 and the Compensation Committee and the Nominating, Environmental, Social and Corporate Governance Committee.21 MYR GROUP INC. | 2021 PROXY STATEMENTinvest 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. 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 assists 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 and the Compensation Committee.William A. Koertner Committee Membership Age Director Since Independent Class Other Public Directorships Audit Comp NCG Meeting Attendance 68 2007 No III 0 100% Mr. Koertner served as President and CEO of MYR Group from December 2003 until January 1, 2017 and continues to serve as the Executive Chairman. Mr. Koertner joined MYR Group in 1998 as Senior Vice President, Treasurer and Chief Financial Officer, responsible for all financial functions including accounting, treasury, risk management and management information systems operations. Prior to joining MYR Group, Mr. Koertner served as Chief Financial Officer for Central Illinois Public Service Company from 1995 to 1998 and President and Chief Executive Officer of CIPSCO Investment Company (“CIPSCO”) from 1995 to 1998 as well. CIPSCO manages nonutility investments and provides investment management services for affiliates. Mr. Koertner holds a Bachelor of Science degree in finance from Northern Illinois University and a Masters of Business Administration degree from the University of Illinois.Qualifications, Experience, Key Attributes and Skills:Through Mr. Koertner’s tenure as an executive officer of the Company, he gained an in-depth understanding of our day-to-day operations that provides him a sound basis for continued leadership of the Board. His leadership of the Board has been instrumental in setting our business goals and creating a culture of good corporate governance that has contributed greatly to the growth and success of the Company. Mr. Koertner is a leader in our industry in the area of safety and he was instrumental in the creation of the OSHA Electrical Transmission and Distribution Strategic Partnership in 2004 and served as the first chairman of its executive committee. Mr. Koertner possesses an expert understanding of financial, accounting and treasury practices, which allows him to provide sound guidance to the Board regarding growth strategies and management of the Company.MYR GROUP INC. |2018 PROXY STATEMENT
William A. KoertnerAge: 71Director Since: 2007Independent: No (Former MYR Group President, CEO and Executive Chair of the Board)Nominated for Class: IIICommittee Membership: Audit ☐ Compensation ☐ NESG ☐Meeting Attendance: 100%Other Public Directorships: NoneMr. Koertner served as President and CEO of MYR Group from December 2003 until January 1, 2017. Mr. Koertner also served as Executive Board Chair of MYR Group from December 2007 through January 1, 2017 and following his retirement as CEO he continued to serve as Executive Board Chair until March 31, 2018. Mr. Koertner joined MYR Group in 1998 as Senior Vice President, Treasurer and Chief Financial Officer, and was responsible for all financial functions including accounting, treasury, risk management and management information systems. Prior to joining MYR Group, Mr. Koertner served as Chief Financial Officer for Central Illinois Public Service Company from 1995 to 1998 and President and CEO of CIPSCO Investment Company (“CIPSCO”) from 1995 to 1998 as well. CIPSCO manages nonutility investments and provides investment management services for affiliates. Mr. Koertner holds a Bachelor of Science degree in finance from Northern Illinois University and a Master of Business Administration degree from the University of Illinois.Qualifications, Experience, Key Attributes and Skills:During Mr. Koertner’s tenure as an executive officer and Executive Board Chair of the Company, he gained an in-depth understanding of the day-to-day operations that enhances the Board’s understanding of our Company and the industries in which we operate. His leadership of the Board was instrumental in setting our business goals and creating a culture of good corporate governance that has contributed greatly to the growth and success of the Company. Mr. Koertner is a leader in our industry in the area of safety and he was instrumental in the creation of the OSHA Electrical Transmission and Distribution Strategic Partnership in 2004 and served as the first chair of its executive committee. Mr. Koertner possesses an expert understanding of financial, accounting and treasury practices, which allows him to provide sound guidance to the Board regarding growth strategies and management of the Company.MYR GROUP INC. | 2021 PROXY STATEMENT 22 William D. Patterson Committee Membership Age Director Since Independent Class Other Public Directorships Audit Comp NCG Meeting Attendance 63 2007 Yes III 0 Chair 100% Mr. Patterson is a retired water utility executive that 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 unparalleled understanding and awareness of our markets and a valuable perspective in the review and analysis of financial statements and results, all of which makes Mr. Patterson highly qualified to serve as the Chairman of the Audit Committee.MYR GROUP INC. |2018 PROXY STATEMENT
William D. PattersonAge: 66Director Since: 2007Independent: YesNominated for Class: IIICommittee Membership: Audit ☐ Compensation (Chair) ☒ NESG ☐Meeting Attendance: 89%Other Public Directorships: NoneMr. 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 unparalleled understanding and awareness of our markets and a valuable perspective that make Mr. Patterson highly qualified to serve as Chair of the Compensation Committee.23 MYR GROUP INC. | 2021 PROXY STATEMENTDIRECTOR COMPENSATIONWe use a combination of cash and equity-based compensation to attract and retain directors and to compensate such 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 Mercer, the Compensation Committee’s independent executive and director compensation consultant, Mercer, of reported director compensation practices at our peer companies andcompanies. The Compensation Committee generally seekseeks 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 October of 2016,2019, 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 “2016“2019 Mercer Non-Employee Director Compensation Study”). The 20162019 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 for 2017 to be competitive with the peer group and other companies in our markets.According to the 20162019 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. The 20162019 Mercer Non-Employee Director Compensation Study made the following recommendations for our non-employee directors:increase•continue the annual retainer from $57,000 toof $80,000, with such retainer to continue to include seven in-person Board meetings and ten telephonic Board meetings;eliminatemeetings without committee meeting fees;•continue to pay additional cash compensation of $2,000 for attendance in-person and $1,000 for attendance telephonically for each meeting for attendance above the number of Board meetings included in the annual retainer;increase•continue the additional compensation for the chairpersonChair of the Audit Committee toof $15,000 and continue to pay $10,000 for the chairpersonChair of the Compensation Committee and $5,000 for the chairpersonChair of the Nominating and Corporate GovernanceNESG Committee; and•increase annual equity compensation from $75,000 to $85,000.$90,000.The Compensation Committee again considered the 20162019 Mercer Non-Employee Director Compensation Study and changes in the Board’s structure and recommended to the Board, and the Board approved, the followingno changes to non-employee director compensation, compensation for 2017:the Board for 2020 was as follows:•an annual retainer of $80,000, with such amount to include seven in-person Board meetings and ten telephonic Board meetings;•additional cash compensation of $2,000 for each meeting attended in person and $1,000 for each meeting attended telephonically for attendance above the number of Board meetings included in the retainer;an •additional cash compensation of $37,500 annually for the Chair, $12,500 annually for each chairpersonChair of the Audit and Compensation Committees and an additional $5,000 annually for the chairpersonChair of the Nominating and Corporate GovernanceNESG Committee;•equity compensation in the form of time-based restricted stock unitsRestricted Stock Units with tandem dividend equivalents (“Restricted Stock Units”) with a value of approximately $75,000, with each grant vesting ratably overat the end of a three-year period. Vesting of these time-based restricted stock unitsone-year period, which may be accelerated upon a change in control, asMYR GROUP INC. |2018 PROXY STATEMENT
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| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($)(3) | |||||||||||||||||
| Jack L. Alexander | 90,000 | 74,973 | 164,973 | |||||||||||||||||
| Larry F. Altenbaumer | 103,500 | 74,973 | 178,473 | |||||||||||||||||
| Bradley T. Favreau | 87,000 | 74,973 | 161,973 | |||||||||||||||||
| Henry W. Fayne | 87,000 | 74,973 | 161,973 | |||||||||||||||||
| Kenneth M. Hartwick | 90,000 | 74,973 | 164,973 | |||||||||||||||||
| Gary R. Johnson | 96,000 | 74,973 | 170,973 | |||||||||||||||||
| William A. Koertner(4) | 355,096 | 74,973 | 430,069 | |||||||||||||||||
| Donald C.I. Lucky | 87,000 | 74,973 | 161,973 | |||||||||||||||||
| Maurice E. Moore | 91,000 | 74,973 | 165,973 | |||||||||||||||||
| William D. Patterson | 102,500 | 74,973 | 177,473 | |||||||||||||||||
MYR GROUP INC. |2018 PROXY STATEMENT
| Name | Fees Received in Cash or Stock(1) ($) | Stock Awards(2)(3)(4) ($) | Total ($) | ||||||||
Larry F. Altenbaumer(5) | 23,125 | — | 23,125 | ||||||||
| Bradley T. Favreau | 80,000 | 59,733 | 139,733 | ||||||||
Kenneth M. Hartwick(6) | 117,500 | 89,613 | 207,113 | ||||||||
| William A. Koertner | 80,000 | 59,733 | 139,733 | ||||||||
| Jennifer E. Lowry | 80,000 | 59,733 | 139,733 | ||||||||
Donald C.I. Lucky(7) | 85,000 | 59,733 | 144,733 | ||||||||
Maurice E. Moore(8) | 92,500 | 59,733 | 152,233 | ||||||||
| Shirin O'Connor | 60,000 | 59,733 | 119,733 | ||||||||
William D. Patterson(9) | 92,500 | 59,733 | 152,233 | ||||||||
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| Name | Share Ownership(1) | Market Value ($)(2) | Ownership Guideline | Current Ownership Multiple | ||||||||||||||||||||
| Jack L. Alexander | 14,457 | 632,783 | 4.0× | 7.9× | ||||||||||||||||||||
| Larry F. Altenbaumer | 17,229 | 754,113 | 4.0× | 9.4× | ||||||||||||||||||||
| Bradley T. Favreau(3) | 991 | 43,376 | 4.0× | 0.5× | ||||||||||||||||||||
| Henry W. Fayne | 19,414 | 849,751 | 4.0× | 10.6× | ||||||||||||||||||||
| Kenneth M. Hartwick(4) | 3,259 | 142,646 | 4.0× | 1.8× | ||||||||||||||||||||
| Gary R. Johnson | 18,931 | 828,610 | 4.0× | 10.4× | ||||||||||||||||||||
| William A. Koertner(5) | 340,757 | 14,914,934 | 4.0× | 186.4% | ||||||||||||||||||||
| Donald C.I. Lucky(4) | 2,259 | 98,876 | 4.0× | 1.2× | ||||||||||||||||||||
| Maurice E. Moore | 17,055 | 746,497 | 4.0× | 9.3× | ||||||||||||||||||||
| William D. Patterson | 17,619 | 771,184 | 4.0× | 9.6× | ||||||||||||||||||||
| Name | Share Ownership(1) (#) | Value Of Share Ownership(2)(2) ($) | Ownership Guideline | Current Ownership Multiple | ||||||||||
| Bradley T. Favreau | 11,988 | 735,104 | 4.0× | 9.2x | ||||||||||
| Kenneth M. Hartwick | 16,605 | 1,018,219 | 4.0× | 8.7x | ||||||||||
William A. Koertner(3) | 165,550 | 10,151,526 | 4.0× | 126.9x | ||||||||||
Jennifer E. Lowry(4) | 8,832 | 541,578 | 4.0× | 6.8x | ||||||||||
| Donald C.I. Lucky | 14,705 | 901,711 | 4.0× | 11.3x | ||||||||||
| Maurice E. Moore | 28,904 | 1,772,393 | 4.0× | 22.2x | ||||||||||
Shirin O'Connor(5) | 2,233 | 136,928 | 4.0× | 1.7x | ||||||||||
| William D. Patterson | 29,468 | 1,806,978 | 4.0× | 22.6x | ||||||||||
MYR GROUP INC. |2018 PROXY STATEMENT
| MYR GROUP INC. | 2021 PROXY STATEMENT | 26 | ||||
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our executive officers, directors and persons who own more than 10% of our common stock to report their ownership of our common stock and changes in that ownership.
We reviewed copies of reports filed pursuant to Section 16(a) of the Exchange Act and any written representations from reporting persons that all reportable transactions were reported. Based solely on that review, we believe that during the fiscal year ended December 31, 2017, all filings required of our executive officers and directors were timely made in accordance with the Exchange Act except for one Form 3, which was inadvertently filed late by the Company on January 13, 2017 on behalf of Jeffrey J. Waneka.
MYR GROUP INC. |2018 PROXY STATEMENT
| 27 | MYR GROUP INC. | 2021 PROXY STATEMENT | ||||
MYR GROUP INC. |2018 PROXY STATEMENT
presence of management. Interaction between the compensation consultants and management is generally limited to providing necessary information and data.
The
| MYR GROUP INC. | 2021 PROXY STATEMENT | 28 | ||||
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MYR GROUP INC. |2018 PROXY STATEMENT
The Compensation Committee annually performs an assessment of compensation-related risks for all of our compensation policies and programs. These assessments include a review of multiple factors including, but not limited to, the design of compensation policies and programs, controls and approval processes and the discretion provided in the oversight of these programs. Periodically, the Compensation Committee retains outside consultants to assist in these assessments. After its review in 2017,2020, the Compensation Committee concluded that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company. In the event thatIf the Company’s risk profile was to change, the Compensation Committee would consider appropriate adjustments in policies and practices.
2020
| Compensation Committee: | Bradley T. Favreau Donald C.I. Lucky Shirin O'Connor | |||||
quality relationships. meaningful career paths. NEOs. are as follows: • Matrix Service Company • Ameresco, Inc. • Newpark Resources, Inc. • Astec Industries, Inc. • Orion • Comfort Systems USA, Inc. • Primoris Services Corporation • Dycom Industries, Inc. • Sterling Construction Company, Inc. • Granite Construction Incorporated • Team, Inc. • Great Lakes Dredge & Dock • Tetra Tech, Inc. • IES Holdings, Inc. 2020. but less than or equal to maximum. (2)At the discretion of the Compensation Committee, individual payouts may be reduced up to 20% or increased up to 15% based upon an assessment of the NEO’s individual performance.The information contained in the above Compensation Committee Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as amended, except to the extent that MYR Group specifically incorporates it by reference in such filing.MYR GROUP INC. |2018 PROXY STATEMENTMYR GROUP INC. | 2021 PROXY STATEMENT 30 LETTER FROM OUR COMPENSATION COMMITTEEDear Fellow Stockholder,The Compensation Committee would likeGood progress was realized in 2020 in the advancement of the Company’s strategy to thank Jack Alexander for his ten yearsgrow through a balanced combination of serviceorganic growth and strategic acquisitions that built on our Boardfoundation that emphasizes safety and for his valuable role as one of the Board’s leading advocates for safety. We wish him the best in his retirement beginning April 1, 2018.The Compensation Committee believes that the design of its compensation programs is an important driver of stockholder value creation at MYR Group by helping us attract, retain and incentivize quality talent. TheseOur programs reward success when the management team’s efforts build stockholder value and limit compensation when our performance expectations are not met. We have designed our compensation programs to incentivize employees at all levels within the organization and to specifically reward our key leaders for their contributions to both our short-term and long-term performance.We believe that the pay of our executive officers should be linked to our long-term performance; thus, our compensation programs are designed to reward strong financial performance and safe operations. We also recognize the importance of acquiring and retaining the very best employees, and we regularly review our compensation programs to ensure we are competitive with the market for quality talent. In 2017,addition, we demonstrated our commitmentoffer extensive training and professional development programs for all employees to this pay-for-performance philosophy. While we exceeded our target safety performance goals, we did not meet our financial performance goals. Consequently, the Compensation Committee exercised its negative discretion under our Senior Management Incentive Plan and made no short-term incentive awards to our named executive officersprovide them with opportunities for financial or safety performance in 2017.The Compensation Committee annually reviews the performance metrics and the equity compensation vehicles used in our long-term equity compensation program to ensure they are aligned with the goals we believe will drive stockholder value. Following our analysis for 2017,2020, we continued to useconcluded that the financial performance metric of return on invested capital and the market-based metric of relative total stockholder return.return continued to be appropriate. We believe these metrics align the long-term equity compensation opportunities of our executive officers with stockholder value creation. In addition to this focus on long-term value, we also provide short-term incentives to employees for both financial and safety performance.We recognize that our employees are our most important asset and we offer extensive training and professional development programs for all employees to provide them with opportunities for meaningful career paths. We have designed our compensation programs to incentivize and reward employees at all levels within the organization for their contributions to both our short-term and long-term performance.In addition to our annual “say-on-pay” proposal, we welcomeinvite our stockholders to provide feedback on our executive compensation programs, as we believe these conversations have improved and will continue to improve our programs. With the positive responses to our “say-on-pay” votes over recent years and based on our annual review of best practices with our independent compensation consultant, we have maintained our fundamental compensation programs and structures. Through these review processes and stockholder feedback, we continue to endeavor to improve these programs with the objective of improving stockholder value.On behalf of the Compensation Committee,![[GRAPHIC MISSING]](https://files.docoh.com/DEF 14A/0001571049-18-000164/sig_larry-altenbaumer.jpg)
Larry F. AltenbaumerWilliam D. PattersonChair of the Compensation CommitteeMYR GROUP INC. |2018 PROXY STATEMENT31 MYR GROUP INC. | 2021 PROXY STATEMENTCOMPENSATION DISCUSSION AND ANALYSISINTRODUCTIONThis Compensation Discussion and Analysis (the “CD&A”) describes the objectives, principles and material components of our executive officer compensation program for named executive officers.our NEOs.
Named Executive OfficersOur named executive officersNEOs for 20172020 were as follows:Name Title Richard S. Swartz Jr.President and CEOChief Executive Officer Betty R. Johnson Senior Vice President and Chief Financial Officer and TreasurerTod M. Cooper Senior Vice President and Chief Operating Officer — Officer–Transmission & DistributionGerald B. Engen, Jr.William F. FrySenior Vice President, Chief Legal Officer and SecretaryJeffrey J. Waneka Senior Vice President and Chief Operating Officer — Officer–Commercial & Industrial20172020 Company PerformanceMYR Group is a holding company of specialty electrical construction service providers that was established in 1995 through the merger of long-standing specialty contractors. Through our subsidiaries, we serve the electricalelectric utility infrastructure, commercial and industrial construction markets throughoutin the United States and western Canada and have the experience and expertise to complete electrical installations of any type and size. Our Transmission and Distribution (“T&D”) segment provides a broad range of comprehensive services on electric transmission and distribution networks and substation facilities including design, engineering, procurement, construction, upgrade, maintenance and repair services. Our T&D customers include investor-owned utilities, cooperatives, private developers, government-funded utilities, independent power producers, independent transmission companies, industrial facility owners and other contractors. Our Commercial and& Industrial (“C&I”)(C&I) segment provides electrical contracting services including the design, installation, maintenance and repair of commercial and industrial wiring, the installation of traffic networks and the installation of bridge, roadway and tunnel lighting for general contractors, facility owners, local governments and developers.In 2017, we recorded developers in the United States and western Canada. Typical C&I contracts cover electrical contracting services for airports, hospitals, data centers, hotels, stadiums, convention centers, renewable energy projects, manufacturing plants, processing facilities, waste-water treatment facilities, mining facilities and transportation control and management systems.Our noteworthy 2020 highlights included the following:•record revenues of $1.403$2.247 billion, an increase of 22.8 percent from 2016. Our net income in 2017 was $21.2 million, which included a net Tax Act benefit8.5% over 2019;•strong backlog of $7.8 million,$1.649 billion compared to $21.4 million in 2016. We ended 2017 with our backlog at $679.1 million compared to $688.8 million$1.499 billion at the end of 2016.2019; and
•net income attributable to MYR Group Inc. was $58.8 million compared to $37.7 million in 2019.Pay For PerformanceWe have designed our compensation programs to reward our key executive officers for their contributions to our short-termshort- and long-term performance and to be competitive with programs offered by companies with which we compete for executive officer talent. We believe that the pay of our named executive officersNEOs should be directly linked to performance; thus, our compensation programs are designed to reward strong financial performance and safe operations.In 2017, while exceeding2020, we exceeded our pretax financial performance goal resulting in annual cash incentive payouts above our target for financial performance under the SMIP. Additionally, we exceeded our targets for safety performance we did not meet our threshold financial performance. Consequently, consistent with our pay-for-performance practice, the Compensation Committee exercised its negative discretiongoals, resulting in above target annual cash incentive payouts under the Senior Management Incentive Plan (amendedSMIP for safety performance. The average ROIC for the three years ended December 31, 2020, 2019 and restated as2018 was 10.6% and, therefore, 75.7% of May 1, 2014) (the “SMIP”)the target number of ROIC performance shares were earned, for grants made in 2018. For the 2018 TSR performance shares, TSR performance ranked at the 72nd percentile and, did not award short-term cash bonuses to our named executive officers.MYR GROUP INC. |2018 PROXY STATEMENTKEY FEATURES OF OUR COMPENSATIONWe adhere to executive compensation best practicesþCompetitive 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.þCapped Incentive Awards. Annual cash incentive awards are capped at 160% of target for our CEO and lesser amounts for our other named executive officers and the number of performance shares that can be earned is capped at 200% of target for all named executive officers.þIndependent 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.þPeer Companies. We conduct a rigorous peer group assessment and maintain a peer group that provides a valuable comparison for compensation decisions.þClawback Policy. Long-term incentive award agreements contain clawback provisions, which makes all such equity awards subject to the Company’s right to recover the award in the event that it is determined that a participant has engaged in conduct that contributed to any material restatement of our earnings.þRisk Assessment. The Compensation Committee performed a risk assessment and determined that no element of our compensation programs was reasonably likely to have a material adverse effect on our Company.What we do to align executive compensation with the interests of our stockholdersWhat we don’t doþPay 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 stockholder value.⊗No Hedging and Pledging. We have an insider trading policy that prohibits our named executive officers 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.þ“Say on Pay”. We annually put our named executive officer compensation to an advisory vote of our stockholders and received a positive response of over 96% of the votes cast on this proposal at our 2017 Annual Meeting.⊗No Gross-ups Going Forward. Since 2011, we have maintained a policy that does not include gross-up payments for excise taxes in new employment agreements.þStock Ownership Guidelines. We have stock ownership guidelines, with a stock retention feature, for our named executive officers.⊗No Single Trigger. Our employment agreements with our named executive officers 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.þStockholder Input. We encourage open dialogue with stockholders to solicit input and feedback on our compensation practices and policies.MYR GROUP INC. |2018 PROXY STATEMENTCOMPONENTS OF OUR COMPENSATIONPay ComponentObjectiveKey FeaturesBase SalaryTo provide a fixed level of cash compensation to reward demonstrated experience, skills and competencies relative to the market value of the job.Varies based on skills, experience, level of responsibility and other factors.Adjustments are considered annually based on individual performance, level of pay relative to the market and internal pay equity.Short-Term IncentivesTo reward for annual corporate performance.To align named executive officers’ interest with those of our stockholders by linking compensation with annually established financial and safety performance goals.To retain named executive officers by providing market-competitive compensation.Annual incentive payments are cash awards based on financial, safety and individual performance objectives.Annual cash incentive awards are capped at 160% of salary for our CEO and lesser amounts for our other named executive officers.Long-Term IncentivesTo align named executive officers’ interests with long-term stockholder interests by linking part of their compensation to long-term corporate performance.To provide opportunities for wealth creation and stock ownership, which promote retention and enable us to attract and motivate our named executive officers.To retain named executive officers through multi-year vesting of equity grants and multi-year performance periods.Targeted at levels that will provide total direct compensation (salary plus annual incentive plus equity awards) competitive with our Peer Group’s total direct compensation.Utilizes different equity types, including restricted stock and performance shares to balance multiple objectives.Restricted stock awards generally vest over three-year periods. Performance shares granted in 2017 will cliff-vest on December 31, 2019 and the number of shares that can be earned is capped at 200% of target.Profit Sharing Contributions to Diversified Holdings Savings PlanTo reward annual corporate performance for our employees, including our named executive officers.Contribute up to 10% of salary depending on the profitability of the Company, up to the maximum allowed by the plan.401(k) Matching Contributions to Diversified Holdings Savings PlanTo provide certain retirement income for our employees, including our named executive officers.Provide a match of 100% of an employee’s contributions up to the first 6% of the employee’s salary, up to the maximum allowed by the plan.Executive PerquisitesTo attract and retain named executive officers.Limited programs offering perquisites such as a company vehicle or car allowance and financial planning services.MYR GROUP INC. |2018 PROXY STATEMENTOBJECTIVES OF OUR COMPENSATION PROGRAM
We seek to maintain the competitiveness of our executive compensation program with those of our peers and competitors. Adjustments to both overall compensation and the individual components of compensation are based on various factors, including results of compensation benchmarking studies, general economic conditions, the effects of inflation or other economic forces, changes in our business operations and the related financial results, results of our stockholder vote on our Say-on-Pay proposal and changes in the compensation practices of our competitors. We also take into account each executive officer’s individual performance when making compensation adjustments.The primary objectives of our executive compensation program are to:•attract, motivate and retain the most talented and dedicated executivesexecutive officers possible;•reward accountability and performance by linking compensation to the achievement of financial and safety performance goals;•motivate executive leadership and promote behavior that aligns our executive officers’ interests with those of our stockholders;•encourage our executivesexecutive officers to develop business and build a backlog of profitable business to ensure our long-term success;•encourage our executivesexecutive officers to develop business models and systems that seek out strategic opportunities, which benefit the Company and our stockholders;•encourage our executivesexecutive officers to develop and maintain an understanding of our industry’s competitive environment and position ourselves as a leader within our industry; and•encourage our executivesexecutive officers to implement a culture of legal and regulatory compliance and a commitment to operating our business with the highest standards of professional conduct, ethics and compliance.COMMUNICATIONS WITH STOCKHOLDERS ON EXECUTIVE33 MYR GROUP INC. | 2021 PROXY STATEMENTKEY FEATURES OF OUR COMPENSATIONWe adhere to executive compensation best practices þ 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.þ Capped Incentive Awards. Annual cash incentive awards are capped at 200% 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.þ 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.þ Peer Companies. We conduct a rigorous peer group assessment and maintain a peer group that provides a valuable comparison for compensation decisions.þ Clawback Policy. Long-term incentive award agreements contain clawback provisions that make all such equity awards subject to the Company’s right to recover the award in the event that it is determined that a participant has engaged in conduct that contributed to any material restatement of our earnings.þ 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.What we do to align executive compensation with the interests of our stockholders What we don’t do þ 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 stockholder 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.þ “Say-on-Pay.” We annually put our NEO compensation to an advisory vote of our stockholders and received a positive response of over 98% of the votes represented at the 2020 Annual Meeting and entitled to vote on this proposal at the 2020 Annual Meeting.⊗ No Gross-ups. We do not include gross-up payments for excise taxes in our employment agreements.þ Stock Ownership Guidelines. We have stock ownership guidelines, with a stock retention feature, for our NEOs.⊗ 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.þ Stockholder Input. We encourage open dialogue with stockholders to solicit input and feedback on our compensation practices and policies.MYR GROUP INC. | 2021 PROXY STATEMENT 34 COMPONENTS OF OUR COMPENSATIONPay Component Objective Key Features Base Salary To provide a fixed level of cash compensation to reward demonstrated experience, skills and competencies relative to the market value of the job. Varies based on skills, experience, level of responsibility and other factors.Adjustments are considered annually based on individual performance, level of pay relative to the market and internal pay equity.Short-Term Incentives To reward for annual corporate performance under the SMIP.To align NEOs’ interests with those of our stockholders by linking part of their compensation with annually established financial and safety performance goals.To retain NEOs by providing market-competitive compensation.Annual incentive payments are cash awards based on financial, safety and individual performance objectives.Annual cash incentive awards are capped at 200% of salary for our CEO and lower percentages for our other NEOs.Long-Term Incentives To reward long-term corporate performance under the LTIP.To align NEOs’ interests with long-term stockholder interests by linking part of NEO compensation with long-term corporate performance.To provide opportunities for wealth creation and stock ownership, which promote retention and enable us to attract talent and motivate our NEOs.To retain NEOs by providing multi-year vesting of equity grants and multi-year performance periods.Targeted at levels that will provide total direct compensation (salary plus short-term incentive plus long-term equity awards) competitive with our peer group’s total direct compensation.Balances multiple objectives using different equity types, including Restricted Stock Units and performance shares to balance multiple objectives.Restricted Stock Units vest ratably over three-year periods.Performance shares granted in 2020 will cliff-vest on December 31, 2022 and the number of shares that can be earned is capped at 200% of target.Profit SharingContributions toDiversified HoldingsSavings PlanTo reward annual corporate performance for our employees, including our NEOs. Contribute up to 10% of salary depending on the profitability of the Company, up to the maximum allowed by the plan. 401(k) MatchingContributions toDiversified HoldingsSavings PlanTo provide certain retirement income for our employees, including our NEOs. Provide a match of 100% of an employee’s contributions up to the first 6% of the employee’s salary, up to the maximum allowed by the plan. Executive Perquisites To attract and retain NEOs. Limited programs offering perquisites such as a company vehicle or car allowance, financial planning services and relocation expenses. 35 MYR GROUP INC. | 2021 PROXY STATEMENTSTOCKHOLDER ENGAGEMENT AND “SAY-ON-PAY”At our 20172020 Annual Meeting, our stockholdersmore than 98% of the votes represented at the 2020 Annual Meeting and entitled to vote on the Say-on-Pay proposal voted onin support of an advisory resolution regarding the compensation of our named executive officers, which was approved by more than 96% of the votes cast on the proposal (the “Say-on-Pay proposal”).NEOs. These results demonstrated strong stockholder support for our overall executive compensation program. The Compensation Committee considered this favorable vote and determined that our current practices and processes did not require any significant modifications to address stockholder concerns. The Compensation Committee will continue to consider the outcome of these annual advisory votes when considering future executive compensation arrangements.In addition to our annual Say-on-Pay proposal, stockholders are encouraged to provide feedback on our corporate governance policies and our executive compensation programs, including their various components. We have reached out to and engaged in conversations with some of our larger stockholders regarding our compensation programs and philosophy, and have generally received positive feedback on our practices. We believe that these conversations have and will better situate our Company to modify our compensation programs to address stockholder concerns on an ongoing basis. Management reports to the Compensation Committee on issues or concerns our stockholders provide with respect to our executive compensation programs. We encourage stockholders to reach out to the Board or the Compensation Committee with any feedback on our executive compensation programs. For more information on providing feedback and the related procedures, please see “Corporate Governance — Governance—Communications with the Board and Reporting of Concerns” in this Proxy Statement.MYR GROUP INC. |2018 PROXY STATEMENTMYR GROUP INC. | 2021 PROXY STATEMENT 36 2020 TARGET PERFORMANCE-BASED COMPENSATIONWe endeavor to maintain strong compensation practices, which requires effective governance standards with respect to the oversight of our executive compensation policies and practices. Although we do not use a specific formula to determine the mix of at-risk pay that is performance-based and fixed compensation paid to our named executive officers,NEOs, our emphasis on pay-for-performance resultedresults in at-risk performance-based compensation (which we define as performance share awards and cash awards tied to performance) representing a significant part of our named executive officers’NEOs’ target compensation in 2017.compensation. In 2017,2020, at-risk performance-based compensation represented approximately 52%55% of the target total direct compensation for our CEO and an average of approximately 48%49% of the target total direct compensation for our other named executive officers,NEOs, as shown in the charts below:![[GRAPHIC MISSING]](https://files.docoh.com/DEF 14A/0001571049-18-000164/tv486579_chrt-pie1.jpg)
2020 TARGET COMPENSATION
As shown below for 2017,2020, the target total direct compensation for our CEO and other named executive officersNEOs was generally close to or below the Peer Grouppeer group median (as discussed below under “Peer Groups, Pay Mix and Use of Compensation Consultants”): 2017 Target Total
Direct Compensation
($ in 000s)(1) Median Peer Group Total
Direct Compensation
Based on Mercer’s
2016 Report
($ in 000s) Chief Executive Officer(2) $2,006 $3,053 Other named executive officers(3) $1,044 $1,065 2020 Target TotalDirect Compensation($ in 000s)(1)Median Peer Group TotalDirect CompensationBased on Mercer’s2020 Report($ in 000s)Chief Executive Officer $3,000 $3,432 Other NEOs(2)$1,255 $1,184 (1)2020 target total direct compensation includes base salary, target annual cash incentive awards under our SMIP, and target equity awards under our LTIP, which are valued in accordance with FASB ASC Topic 718. Assumptions used in the calculation of the fair value of equity awards and vesting details are included in footnote 14 to our audited consolidated financial statements 2020 Form 10-K.(2)Represents the average total direct compensation of Ms. Johnson and Messrs. Cooper, Fry and Waneka.(1)2017 target total direct compensation includes base salary, target bonus under our Senior Management Incentive Plan and target equity awards, which are valued in accordance with FASB ASC Topic 718. Assumptions used in the calculation of the fair value of equity awards and vesting details are included in footnote 13 to our audited consolidated financial statements for the fiscal year ended December 31, 2017 included in our 2017 Form 10-K.37 MYR GROUP INC. | 2021 PROXY STATEMENT(2)Mr. Swartz was appointed President and CEO effective January 1, 2017.(3)Represents the average of Ms. Johnson, Mr. Cooper and Mr. Engen. Mr. Waneka was not included in Mercer’s 2016 named executive officer compensation report as he was not a named executive officer at that time.MYR GROUP INC. |2018 PROXY STATEMENTMANAGEMENT’S ROLE IN DETERMINING COMPENSATION
The Compensation Committee oversees the executive compensation program for our named executive officers,NEOs, as discussed under “Compensation Committee Matters.” Our management also plays an important role in setting the compensation of our named executive officersNEOs by initially recommending various aspects of incentive compensation, including financial performance goals, safety performance goals and strategic goals relating to each named executive officer.NEO. Management also makes recommendations regarding the salary, short-term cash bonusincentive awards and equity awards for our named executive officersNEOs (other than with respect to our CEO). While our management makes recommendations as to the goals and awards for named executive officers’NEOs’ incentive compensation (other than with respect to our CEO), the Compensation Committee has final authority and complete discretion to ultimately set the compensation of our named executive officers.At the request of the Compensation Committee, our CEO presents to the Compensation Committee his evaluation of the performance of our other named executive officersNEOs and his recommendations regarding their compensation. The Compensation Committee considers these evaluations and recommendations in determining our named executive officers’NEOs’ salaries and the amounts that may be paid under our incentive plans. To assist the Compensation Committee, management also prepares information “tally sheets”.sheets.” The purpose of the tally sheets is to provide the Compensation Committee the information on key elements of actual realized compensation and potential realizable compensation for our named executive officersNEOs so that the Compensation Committee may fully evaluate our total compensation packages. Further, the Compensation Committee discusses compensation decisions with Mercer, its independent compensation consultant, and deliberates on such decisions without management present.PEER GROUPS, PAY MIX AND USE OF COMPENSATION CONSULTANTSThe 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 named executive officers’NEOs’ compensation. The results of the studies do not supplant the significance of the individual performance of our named executive officersNEOs 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 theirits use. Further, the Compensation Committee has discretion to determine the frequency of performing benchmarking and other studies.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, total assets and market capitalization, as well as companies we compete againstwith 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-half and two times our annual revenue.MYR GROUP INC. |2018 PROXY STATEMENTDuring our 2016 review of the makeup of our Peer Group,In 2020, we removed Furmanite Corporation, as it wasSuperior Energy Services, Inc. from our peer group because they are no longer publicly traded and executive compensation data was no longer available, and McDermott International, Inc., given its industry characteristics and revenue.traded. The companies included in the Peer Group for the evaluation of 20172020 executive compensation were:MYR GROUP INC. | 2021 PROXY STATEMENT 38 EXECUTIVE COMPENSATION PEER GROUP FOR 20172020• Aegion Corporation Marine Group Holdings, Inc.Co.• TRC Companies, Inc.• Layne Christensen CompanyThe Compensation Committee used the October, 2020 Mercer Executive Compensation Review to develop the 2020 executive compensation. In October, 2016,2020 Mercer performed and presented to the Compensation Committee an executive compensation study (the “Mercer Executive Compensation Review”). The Mercer Executive Compensation Review included comparisons of our executive compensation programs to the Peer Group, which assisted the Compensation Committee with designing ourour executive compensation program for 20172020 to be competitive with the Peer Group and our markets. According to the Mercer Executive Compensation Review, MYR Group was positioned nearover the Peer Group median of annual revenue and below the Peer Group median of total assets and market capitalization, respectively, as indicated in the chart below:![[GRAPHIC MISSING]](https://files.docoh.com/DEF 14A/0001571049-18-000164/tv486579_chrt-bar2.jpg)
MERCER EXECUTIVE COMPENSATION REVIEW OFMYR GROUP AMONG ITS PEER GROUP(1)
(1) All data in graph was taken from the Mercer Executive Compensation Review Study.39 MYR GROUP INC. | 2021 PROXY STATEMENTThe Compensation Committee generally seeks to target total executive compensation at or nearconsiders the median total compensation of the Peer Grouppeer 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 Grouppeer group programs provides valuable information during the Compensation Committee’s review and design of both the named executive officers’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.MYR GROUP INC. |2018 PROXY STATEMENT2020 Base SalarySalary is a critical element of our named executive officers’NEOs’ compensation because it provides them with a base level of guaranteed monthly income as compensation for services provided to us.the Company. The Compensation Committee generally reviews the salaries of the named executive officersNEOs annually. To assist with that review, the Compensation Committee often will refer to the salaries in effect for comparable officers at companies in the Peer Group. The Compensation Committee also considers internal comparables, individual performance and level of responsibility, economic conditions and the Company’s financial performance in reviewing salary levels. When market or merit increases are warranted, changes in salary are generally made effective during our second quarter.When setting salaries for our named executive officersNEOs for 2017,2020, the Compensation Committee considered the 2020 Mercer Executive Compensation Review, individual promotional adjustments to reflect increased responsibilities andas well as certain other factors, including those specified above. As a result, the Compensation Committee made the following decisions related to base salaries for our named executive officersNEOs in 2017:2020:Named Executive Officer 2017
Base Salary 2016
Base Salary Percentage Increase Mr. Swartz(1) $565,000 $500,000 13.0 % Ms. Johnson $380,000 $360,000 5.6 % Mr. Cooper(2) $365,000 $344,000 6.1 % Mr. Engen $380,000 $365,000 4.1 % Mr. Waneka(3) $280,000 $250,750 11.7 % Name 2020 Base Salary 2019 Base Salary Percentage
IncreaseRichard S. Swartz $ 750,000 $ 690,000 8.7 % Betty R. Johnson $ 450,000 $ 425,000 5.9 % Tod M. Cooper $ 475,000 $ 425,000 11.8 % William F. Fry $ 380,000 $ 325,000 16.9 % Jeffrey J. Waneka $ 415,000 $ 395,000 5.1 % (1)Effective January 1, 2017, Mr. Swartz was promoted from Executive Vice President and Chief Operating Officer to President and CEO.(2)Effective January 1, 2017, Mr. Cooper was promoted from Senior Vice President to Senior Vice President and Chief Operating Officer T&D.(3)Effective January 1, 2017, Mr. Waneka was promoted from President of subsidiary company Sturgeon Electric Company, Inc. to Senior Vice President and Chief Operating Officer C&I.20172020 Short-Term Incentive CompensationAwards granted pursuant to ourunder the SMIP are designed to provide our named executive officersNEOs with annual cash performance awards payable annually to reward the achievement of certain performance goals established annually by the Compensation Committee that we believe are strongly linked to stockholder value creation. An important factor in our decision to pay our SMIP awards in cash rather than in equity has been to help ensure that our compensation program remains competitive with the compensation programs of our direct competitors. In December of 2016, theThe Compensation Committee established performance targets based on financial performance and safety performance goals that encouraged our named executive officersNEOs to increase stockholder value by focusing on growth in revenue and earnings, and to maintain and improve safety performance in operations. These performance goals were the basis for awards used inunder the SMIP for 2017 performance.The amount of the payout of awards for each named executive officerNEO under the SMIP awards for 20172020 depended on the percentage of each named executive officer’sNEO’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 named executive officer’sNEO’s individual performance.MYR GROUP INC. |2018 PROXY STATEMENT
MYR GROUP INC. | 2021 PROXY STATEMENT 40 The Compensation Committee determined the percentage of each named executive officer’sNEO’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. No payouts under the 20172020 SMIP awards would be made unless the threshold levels for performance goals were achieved. 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 20172020 SMIP awards would be calculated by the straight-line mathematical interpolation between (i) threshold and target and betweenperformance for performance lower than target but greater than threshold or (ii) target and maximum levels for performance between threshold andgreater than or equal to target and between target and maximum levels.In 2017,2020, each named executive officer’sNEO’s award opportunity was based on pre-tax income as the financial performance goal and 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 named executive officers’NEOs’ compensation with performance. The financial and safety performance goals are intended to be challenging and ambitious but also realistic enough to be attainable given a concerted effort by our named executive officersNEOs in consideration of current market and competitive conditions and trends. The pre-established definition of pre-tax income provided for adjustments for the impact of specified unusual or non-recurring events, subject to the Compensation Committee’s negative discretion. In 2017, no adjustments were made for any such specified unusual or non-recurring events.In connection with its review of the percentage of each named executive officer’sNEO’s salary that should be subject to an award under the SMIP in 20172020 and taking into accountconsidering the Mercer Executive Compensation Review, the Compensation Committee set the following threshold, target maximum and thresholdmaximum award opportunities based on the achievement of financial and safety performance goals, subject to the weighting percentages set forth below: 2017 SMIP Opportunity
(Percent of Base Salary)(1)(2) Pre-tax Income Total Case Rate Lost Time
Incident Rate Total Payout at Target Total Payout at Maximum Total Payout at Threshold Mr. Swartz 56.0 % 12.0 % 12.0 % 80.0 % 160.0 % 40.0 % Ms. Johnson and Messrs. Cooper, Engen and Waneka 45.5 % 9.75 % 9.75 % 65.0 % 130.0 % 32.5 % (1)The SMIP 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 SMIP unless 75% of target performance is achieved. Payout maximum is achieved at 150% of target performance.(2)At the discretion of the Compensation Committee, payouts are subject to up to a 20% reduction based on an assessment of the named executive officer’s individual performance.MYR GROUP INC. |2018 PROXY STATEMENT2020 SMIP Opportunity (Percent of Base Salary)(1)(2)Name Pre-tax
Income
TargetTotal Case
Rate
TargetLost Time
Incident
Rate
TargetTotal
Payout at
ThresholdTotal
Payout at
TargetTotal
Payout at
MaximumMr. Swartz 70.0% 15.0% 15.0% 50.0% 100.0% 200.0% Ms. Johnson and
Messrs. Cooper and Waneka49.0% 10.5% 10.5% 35.0% 70.0% 140.0% Mr. Fry 45.5% 9.8% 9.8% 32.5% 65.0% 130.0% (1)The SMIP 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 SMIP unless threshold performance is achieved. Payout maximum is achieved at maximum performance.For 2017,2020, the levels of threshold, target and maximum performance, and the Company’s actual performance are shown in the following table: Threshold Target Maximum 2017 Results Threshold Target Maximum 2020 Results Pre-tax Income ($000) $36,647 $48,862 $73,293 $24,640 Pre-tax Income ($000) 39,556 59,235 92,127 81,385 Total Case Incident Rate 2.43 1.82 1.21 1.31 Total Case Incident Rate 1.85 1.39 0.93 1.06 Lost Time Incident Rate 0.42 0.32 0.21 0.16 Lost Time Incident Rate 0.29 0.22 0.15 0.11
Payouts earned under the SMIP through achievement of financial and safety performance goals would have been subject to a reduction ofindividual payouts by up to 20 percent20% or increase them by up to 15% based on an assessment of each named executive officer’sNEO’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. At the beginning of 2018,2020, the Compensation Committee conducted a review of the named executive officers’each NEOs’ performance, with input from the human resources department and other applicable departments, and, providedbased on its qualitative assessment of each named executive officer with constructiveNEOs performance, assessments in respectdetermined not to their individual performance expectations.
| 41 | MYR GROUP INC. | 2021 PROXY STATEMENT | ||||
All equity awards granted to named executive officersNEOs in 20172020 were made under the LTIP. The LTIP succeeded the 2007 Long-Term Incentive Plan (Amended and Restated as of May 1, 2014) (the “2007 LTIP”). The 2017 LTIP was approved by stockholders on April 27, 2017. The 2017 LTIP succeeded the 2007 LTIP in its entirety. NoEquity grants before March 31, 2017 were made under the 2007 LTIP; all subsequent grants were made under the 2007 LTIP after March 31, 2017.
LTIP.
MYR GROUP INC. |2018 PROXY STATEMENT
individual and corporate performance. As a result of this review, in March of 2017,February 2020, the Compensation Committee approved equity award compensation to our named executive officers under our 2007 LTIP and approved the following mix of equity awards:
![[GRAPHIC MISSING]](https://files.docoh.com/DEF 14A/0001571049-18-000164/tv486579_chrt-pie2.jpg)
compensation awards for our NEOs:
| MYR GROUP INC. | 2021 PROXY STATEMENT | 42 | ||||
Units
| 2020 ROIC = | Net Income + ((Interest + Amortization) x (1–Tax Rate))–Dividends | |||||||
| Average of (Funded Debt – Cash and Marketable Securities + Total Stockholders’ Equity) at the beginning and the end of each year in the performance period | ||||||||
The target number of ROIC-based performance shares was determined by dividing the amountdollar-amount of the equity compensation award allocated to ROIC performance by the 2020 Grant Price. The fair value of the shares granted were based on the closing price of the Company’sour common stock on the date of the grant. The definition
MYR GROUP INC. |2018 PROXY STATEMENT
The number of ROIC-based performance shares earned can vary from zero to 200 percent200% of the target number of performance shares granted. The potential award levels are as follows (straight-line mathematical interpolation between threshold and target and between target and maximum levels):
| 2020 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% | |||||||||||||||||
| 43 | MYR GROUP INC. | 2021 PROXY STATEMENT | |||||||||
| Relative TSR Performance | Performance Shares Earned (% of Target) | |||||||||||||||||
| 75th Percentile or Higher | 200% | |||||||||||||||||
| 50th Percentile | 100% | |||||||||||||||||
| 25% | ||||||||||||||||||
| 0% | ||||||||||||||||||
MYR GROUP INC. |2018 PROXY STATEMENT
The peer group of companies used for evaluating the Company’s relative TSR performance for the 20172020 grant of TSR-based performance shares areis as follows:
| • Aegion Corporation | • Mastec, Inc. | |||||
| • Ameresco, Inc. | • Matrix Service Company | |||||
• | • Newpark Resources, Inc. | |||||
|
| |||||
• Comfort Systems USA, Inc. | • Orion Group Holdings, Inc. | |||||
| • Dycon Industries, Inc. | • Primoris Services Corporation | |||||
• | • Quanta Services, Inc. | |||||
• | • Sterling Construction Company, Inc. | |||||
|
| |||||
• Great Lakes Dredge & Dock | • Team, Inc. | |||||
| • IES Holdings, Inc. | • Tetra Tech, Inc. | |||||
|
| |||||
|
| |||||
| 44 | |||||
| Value of 2017 Equity Grants by Grant Type | ||||||||||||||||||||||||||||||||||||||
| Named Executive Officer | Value of Restricted Stock ($) | Value of ROIC Performance Shares ($)(1) | Value of TSR Performance Shares ($)(1) | Total Value of Equity Awards ($) | Named Executive Officer | Value of 2020 Equity Grants by Grant Type | ||||||||||||||||||||||||||||||||
| Richard S. Swartz, Jr. | 395,477 | 296,598 | 296,601 | 988,676 | ||||||||||||||||||||||||||||||||||
| Named Executive Officer | Named Executive Officer | Value of Restricted Stock Units ($) | Value of ROIC Based Performance Shares1) ($)( | Value of TSR Based Performance Shares(1) ($) | Total Value of Equity Awards ($) | |||||||||||||||||||||||||||||||||
| 478,049 | 358,530 | 449,960 | 1,286,539 | |||||||||||||||||||||||||||||||||||
| Betty R. Johnson | 169,976 | 127,492 | 127,473 | 424,941 | Betty R. Johnson | 191,209 | 143,407 | 179,967 | 514,583 | |||||||||||||||||||||||||||||
| Tod M. Cooper | 169,976 | 127,492 | 127,473 | 424,941 | Tod M. Cooper | 191,209 | 143,407 | 179,967 | 514,583 | |||||||||||||||||||||||||||||
| Gerald B. Engen, Jr. | 169,976 | 127,492 | 127,473 | 424,941 | ||||||||||||||||||||||||||||||||||
| William F. Fry | William F. Fry | 135,435 | 101,570 | 127,487 | 364,492 | |||||||||||||||||||||||||||||||||
| Jeffrey J. Waneka | 109,984 | 82,478 | 82,493 | 274,955 | Jeffrey J. Waneka | 159,350 | 119,492 | 149,972 | 428,814 | |||||||||||||||||||||||||||||
2020
MYR GROUP INC. |2018 PROXY STATEMENT
started on January 1, 2015March 23, 2018 and ended on December 31, 20172020 and otherwise contained terms consistent with the performance shares granted in 20172020 under the LTIP described above.
| 45 | MYR GROUP INC. | 2021 PROXY STATEMENT | ||||
| Named Executive Officer | Award Type | Target Award (Shares) | Earned Award (Shares) | Award Value at Vesting(1) ($) | Named Executive Officer | Award Type | Target Award (Shares) | Earned Award (Shares) | Award Value at End of Performance Period(1) ($) | |||||||||||||||||||||||||||||
| Richard S. Swartz, Jr. | ROIC | 4,267 | 2,174 | 72,199 | ||||||||||||||||||||||||||||||||||
| Richard S. Swartz | Richard S. Swartz | ROIC | 11,944 | 9,045 | 556,810 | |||||||||||||||||||||||||||||||||
| TSR | 8,910 | 16,750 | 1,031,130 | |||||||||||||||||||||||||||||||||||
| Betty R. Johnson | Betty R. Johnson | ROIC | 4,578 | 3,467 | 213,429 | |||||||||||||||||||||||||||||||||
| TSR | 4,267 | 3,063 | 101,722 | TSR | 3,415 | 6,420 | 395,215 | |||||||||||||||||||||||||||||||
| Tod M. Cooper | ROIC | 3,232 | 1,647 | 54,697 | Tod M. Cooper | ROIC | 4,578 | 3,467 | 213,429 | |||||||||||||||||||||||||||||
| TSR | 3,232 | 2,320 | 77,047 | TSR | 3,415 | 6,420 | 395,215 | |||||||||||||||||||||||||||||||
| Gerald B. Engen, Jr. | ROIC | 3,391 | 1,728 | 57,387 | ||||||||||||||||||||||||||||||||||
| William F. Fry | William F. Fry | ROIC | — | — | — | |||||||||||||||||||||||||||||||||
| TSR | 3,391 | 2,434 | 80,833 | TSR | — | — | — | |||||||||||||||||||||||||||||||
| Jeffrey J. Waneka | ROIC | 994 | 506 | 16,804 | Jeffrey J. Waneka | ROIC | 3,732 | 2,826 | 173,969 | |||||||||||||||||||||||||||||
| TSR | 994 | 713 | 23,679 | TSR | 2,784 | 5,233 | 322,143 | |||||||||||||||||||||||||||||||
2021
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.
MYR GROUP INC. |2018 PROXY STATEMENT
without “cause” or for “good reason.” The vesting of performance shares may be accelerated in the event of a named executive officer’sNEO’s termination without “cause” or for “good reason” following a “change in control.” Additional information regarding these awards may be found in the 20172020 Summary Compensation Table, the 20172020 Grants of Plan-Based Awards Table and under “Potential Payments Upon Termination or Change in Control.”
| MYR GROUP INC. | 2021 PROXY STATEMENT | 46 | ||||
Company.
In
| 47 | MYR GROUP INC. | 2021 PROXY STATEMENT | ||||
MYR GROUP INC. |2018 PROXY STATEMENT
executive officersNEOs 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. Since 2011, theThe Compensation Committee has maintainedmaintains 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 for Messrs. Swartz, Cooper and Waneka and Ms. JohnsonEmployment 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 named executive officer’sNEO’s employment following a change in control are described under “Executive Compensation Tables — Tables—Employment Agreements” and “— Potential Payments Upon Termination or Change in Control.”
The terms of Mr. Koertner’s employment are governed by his amended and restated employment agreement (the “Koertner Employment Agreement”) entered into in January 2017 when he stepped down from his roles of President and CEO and continued the role of Executive Chairman. The term of the Koertner Employment Agreement ends on March 31, 2018.
| Position | Stock Ownership Guideline | |||||||
| Chief Executive Officer | 5× base salary | |||||||
| All Other Named Executive Officers | 3× base salary | |||||||
The
MYR GROUP INC. |2018 PROXY STATEMENT
| MYR GROUP INC. | 2021 PROXY STATEMENT | 48 | ||||
The following table sets forth each named executive officer’sNEO’s ownership value as of March 6, 2018:
| Name | Share Ownership(1) | Market Value ($)(2) | Ownership Guideline | Current Ownership Multiple | ||||||||||||||||||||
| Richard S. Swartz, Jr.(3) | 68,985 | 3,019,473 | 5.0× | 5.3× | ||||||||||||||||||||
| Betty R. Johnson(4) | 18,284 | 800,291 | 3.0× | 2.1× | ||||||||||||||||||||
| Tod M. Cooper(5) | 18,568 | 812,721 | 3.0× | 2.2× | ||||||||||||||||||||
| Gerald B. Engen, Jr. | 40,745 | 1,783,409 | 3.0× | 4.7× | ||||||||||||||||||||
| Jeffrey J. Waneka(6) | 7,989 | 349,679 | 3.0× | 1.2× | ||||||||||||||||||||
| Name | Share Ownership (#)(1) | Value Of Share Ownership ($)(2) | Ownership Guideline | Current Ownership Multiple | |||||||||||||
| Richard S. Swartz | 128,664 | 7,889,676 | 5.0 x | 10.5 | x | ||||||||||||
| Betty R. Johnson | 46,660 | 2,861,191 | 3.0 x | 6.4 | x | ||||||||||||
| Tod M. Cooper | 38,885 | 2,384,428 | 3.0 x | 5.0 | x | ||||||||||||
William F. Fry(3) | 5,241 | 321,378 | 3.0 x | 0.9 | x | ||||||||||||
Jeffrey J. Waneka(4) | 25,983 | 1,593,278 | 3.0 x | 3.8 | x | ||||||||||||
MYR GROUP INC. |2018 PROXY STATEMENT
MYR GROUP INC. |2018 PROXY STATEMENT
| 49 | MYR GROUP INC. | 2021 PROXY STATEMENT | ||||
| Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Comp(3) ($) | All Other Comp(4) ($) | Total ($) | ||||||||||||||||||||||||||||||||
| Richard S. Swartz, Jr. President and CEO | 2017 | 563,750 | — | 988,676 | — | — | 20,867 | 1,573,293 | ||||||||||||||||||||||||||||||||
| 2016 | 431,277 | — | 649,935 | — | 338,944 | 26,670 | 1,446,826 | |||||||||||||||||||||||||||||||||
| 2015 | 389,000 | — | 501,846 | — | 238,776 | 28,699 | 1,158,321 | |||||||||||||||||||||||||||||||||
| Betty R. Johnson Senior Vice President, Chief Financial Officer and Treasurer | 2017 | 375,000 | — | 424,941 | — | — | 31,300 | 831,241 | ||||||||||||||||||||||||||||||||
| 2016 | 357,500 | — | 399,955 | — | 244,187 | 30,450 | 1,032,092 | |||||||||||||||||||||||||||||||||
| 2015 | 67,308 | 101,826 | 199,993 | — | — | 8,650 | 377,777 | |||||||||||||||||||||||||||||||||
| Tod M. Cooper Senior Vice President, Chief Operating Officer T&D | 2017 | 364,596 | — | 424,941 | — | — | 16,200 | 805,737 | ||||||||||||||||||||||||||||||||
| 2016 | 340,687 | — | 349,962 | — | 232,054 | 23,850 | 946,553 | |||||||||||||||||||||||||||||||||
| 2015 | 326,813 | — | 380,147 | — | 189,108 | 24,536 | 920,604 | |||||||||||||||||||||||||||||||||
| Gerald B. Engen, Jr. Senior Vice President, Chief Legal Officer and Secretary | 2017 | 376,250 | — | 424,941 | — | — | 26,274 | 827,465 | ||||||||||||||||||||||||||||||||
| 2016 | 362,250 | — | 349,962 | — | 246,741 | 25,441 | 984,394 | |||||||||||||||||||||||||||||||||
| 2015 | 351,500 | — | 398,848 | — | 203,393 | 32,530 | 986,271 | |||||||||||||||||||||||||||||||||
| Jeffrey J. Waneka Senior Vice President, Chief Operating Officer C&l | 2017 | 279,423 | — | 274,955 | — | — | 20,695 | 575,073 | ||||||||||||||||||||||||||||||||
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non- Equity Incentive Plan Comp(2) ($) | All Other Compensation(3) ($) | Total ($) | ||||||||||||||||
| Richard S. Swartz President and Chief Executive Officer | 2020 | 716,539 | — | 1,286,539 | 1,229,754 | 49,807 | 3,282,639 | ||||||||||||||||
| 2019 | 680,769 | — | 1,149,938 | 854,570 | 34,887 | 2,720,164 | |||||||||||||||||
| 2018 | 591,250 | — | 1,199,936 | 535,438 | 23,019 | 2,349,643 | |||||||||||||||||
| Betty R. Johnson Senior Vice President, Chief Financial Officer | 2020 | 436,058 | — | 514,583 | 523,867 | 64,600 | 1,539,108 | ||||||||||||||||
| 2019 | 424,423 | — | 549,951 | 372,945 | 40,800 | 1,388,119 | |||||||||||||||||
| 2018 | 387,500 | — | 459,922 | 253,443 | 34,000 | 1,134,865 | |||||||||||||||||
| Tod M. Cooper Senior Vice President, Chief Operating Officer T&D | 2020 | 447,923 | — | 514,583 | 538,121 | 46,053 | 1,546,680 | ||||||||||||||||
| 2019 | 421,423 | — | 549,951 | 372,945 | 40,719 | 1,385,038 | |||||||||||||||||
| 2018 | 384,750 | — | 459,922 | 270,298 | 21,700 | 1,136,670 | |||||||||||||||||
| William F. Fry Vice President, Chief Legal Officer and Secretary | 2020 | 349,327 | — | 364,492 | 389,694 | 52,972 | 1,156,485 | ||||||||||||||||
| 2019 | 306,250 | 100,000 | 399,960 | 249,883 | 239,236 | 1,295,329 | |||||||||||||||||
| Jeffrey J. Waneka Senior Vice President, Chief Operating Officer C&I | 2020 | 403,846 | — | 428,814 | 485,168 | 50,736 | 1,368,564 | ||||||||||||||||
| 2019 | 388,846 | — | 499,997 | 341,683 | 35,004 | 1,265,530 | |||||||||||||||||
| 2018 | 325,000 | — | 374,933 | 212,565 | 23,245 | 935,743 | |||||||||||||||||
| Named Executive Officer | Probable Performance ($) | Maximum Performance ($) | ||||||
| Richard S. Swartz | 808,490 | 1,616,980 | ||||||
| Betty R. Johnson | 323,374 | 646,748 | ||||||
| Tod M. Cooper | 323,374 | 646,748 | ||||||
| William F. Fry | 229,057 | 458,114 | ||||||
| Jeffrey J. Waneka | 269,464 | 538,928 | ||||||
| MYR GROUP INC. | 2021 PROXY STATEMENT | 50 | ||||
| Named Executive Officer | Probable Performance ($) | Maximum Performance ($) | ||||||||||||||
| Richard S. Swartz, Jr. | 593,199 | 1,186,398 | ||||||||||||||
| Betty R. Johnson | 254,965 | 509,930 | ||||||||||||||
| Tod M. Cooper | 254,965 | 509,930 | ||||||||||||||
| Gerald B. Engen, Jr. | 254,965 | 509,930 | ||||||||||||||
| Jeffrey J. Waneka | 164,971 | 329,942 | ||||||||||||||
MYR GROUP INC. |2018 PROXY STATEMENT
| Name | 401(k) Matching Contribution ($) | Profit Sharing Contribution ($) | Automobile and Other Travel Expenses(a) ($) | Financial Planning Services ($) | Relocation Services ($) | |||||||||||||||
| Richard S. Swartz | 17,100 | 28,500 | 4,207 | — | — | |||||||||||||||
| Betty R. Johnson | 17,100 | 28,500 | 9,000 | 10,000 | — | |||||||||||||||
| Tod M. Cooper | 17,100 | 28,500 | 453 | — | — | |||||||||||||||
| William F. Fry | 17,100 | 28,500 | 4,279 | 3,093 | — | |||||||||||||||
| Jeffrey J. Waneka | 17,100 | 28,500 | 5,136 | — | — | |||||||||||||||
| Name | 401(k) Matching Contribution ($) | Automobile and Other Travel Expenses ($)(a) | Financial Planning Services ($) | |||||||||||||||||
| Richard S. Swartz, Jr. | 16,200 | 4,667 | — | |||||||||||||||||
| Betty R. Johnson | 16,200 | 6,600 | 8,500 | |||||||||||||||||
| Tod M. Cooper | 16,200 | — | — | |||||||||||||||||
| Gerald B. Engen, Jr. | 16,200 | 1,574 | 8,500 | |||||||||||||||||
| Jeffrey J. Waneka | 16,200 | 4,495 | — | |||||||||||||||||
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards(3) (#) | All Other Option (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Awards(4) ($) | |||||||||||||||||||||||||||||||||||||||||||||||
| Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||||||||||||
| Richard S. Swartz, Jr. | 226,000 | 452,000 | 904,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 3/23/17 | 6,294 | 12,589 | 25,178 | 593,199 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 3/23/17 | 10,007 | — | — | 395,477 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Betty R. Johnson | 123,500 | 247,000 | 494,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 3/23/17 | 2,705 | 5,411 | 10,822 | 254,965 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 3/23/17 | 4,301 | — | — | 169,976 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Tod M. Cooper | 118,625 | 237,250 | 474,500 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 3/23/17 | 2,705 | 5,411 | 10,822 | 254,965 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 3/23/17 | 4,301 | — | — | 169,976 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Gerald B. Engen, Jr. | 123,500 | 247,000 | 494,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 3/23/17 | 2,705 | 5,411 | 10,822 | 254,965 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 3/23/17 | 4,301 | — | — | 169,976 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Jeffrey J. Waneka | 91,000 | 182,000 | 364,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 3/23/17 | 1,750 | 3,501 | 7,002 | 164,971 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 3/23/17 | 2,783 | — | — | 109,984 | ||||||||||||||||||||||||||||||||||||||||||||||||
MYR GROUP INC. |2018 PROXY STATEMENT
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | Stock Awards: Number of Shares of Stock or or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | |||||||||||||||||||||||||||
| Threshold ($) | Target ($) | Maximum ($) | Performance Mertic | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||||
| Richard S. Swartz | 375,000 | 750,000 | 1,500,000 | |||||||||||||||||||||||||||||
| 4/27/2020 | TSR | 5,153 | 10,306 | 20,612 | 449,960 | |||||||||||||||||||||||||||
| 4/27/2020 | ROIC | 6,701 | 13,403 | 26,806 | 358,530 | |||||||||||||||||||||||||||
| 4/27/2020 | 17,871 | 478,049 | ||||||||||||||||||||||||||||||
| Betty R. Johnson | 157,500 | 315,000 | 630,000 | |||||||||||||||||||||||||||||
| 4/27/2020 | TSR | 2,061 | 4,122 | 8,244 | 179,967 | |||||||||||||||||||||||||||
| 4/27/2020 | ROIC | 2,680 | 5,361 | 10,722 | 143,407 | |||||||||||||||||||||||||||
| 4/27/2020 | 7,148 | 191,209 | ||||||||||||||||||||||||||||||
| Tod M. Cooper | 166,250 | 332,500 | 665,000 | |||||||||||||||||||||||||||||
| 4/27/2020 | TSR | 2061 | 4122 | 8,244 | 179,967 | |||||||||||||||||||||||||||
| 4/27/2020 | ROIC | 2680 | 5361 | 10,722 | 143,407 | |||||||||||||||||||||||||||
| 4/27/2020 | 7,148 | 191,209 | ||||||||||||||||||||||||||||||
| William F. Fry | 123,500 | 247,000 | 494,000 | |||||||||||||||||||||||||||||
| 4/27/2020 | TSR | 1,460 | 2,920 | 5,840 | 127,487 | |||||||||||||||||||||||||||
| 4/27/2020 | ROIC | 1,898 | 3,797 | 7,594 | 101,570 | |||||||||||||||||||||||||||
| 4/27/2020 | 5,063 | 135,435 | ||||||||||||||||||||||||||||||
| Jeffrey J. Waneka | 145,250 | 290,500 | 581,000 | |||||||||||||||||||||||||||||
| 4/27/2020 | TSR | 1,717 | 3,435 | 6,870 | 149,972 | |||||||||||||||||||||||||||
| 4/27/2020 | ROIC | 2,233 | 4,467 | 8,934 | 119,492 | |||||||||||||||||||||||||||
| 4/27/2020 | 5,957 | 159,350 | ||||||||||||||||||||||||||||||
| 51 | MYR GROUP INC. | 2021 PROXY STATEMENT | ||||
MYR GROUP INC. |2018 PROXY STATEMENT
If termination results from any of the foregoing, each named executive officerNEO is entitled to all compensation earned and all benefits and reimbursements due through the date of termination. Additionally, if termination results from any of the reasons below, the named executive officerNEO would be entitled to the following additional payments and/or benefits:
| Reason for Termination | Potential Payment(s) | ||||
| Disability | Long-term disability benefits pursuant to the terms of any long-term disability policy provided to | ||||
| Termination by the Company without cause or resignation by the employee for good reason | Lump-sum payment of twice the | ||||
Company-funded benefit continuation coverage for the | |||||
| Termination by the Company without cause or resignation by the employee for good reason within 12 months following a change in control, a so-called “double trigger” provision | Lump-sum payment of three times the | ||||
Company-funded benefit continuation coverage for the | |||||
| MYR GROUP INC. | 2021 PROXY STATEMENT | 52 | ||||
MYR GROUP INC. |2018 PROXY STATEMENT
§§ §§ 1.409A-3(i)(5)(v), (vi) and (vii), respectively. As described above, if a named executive officerNEO is terminated without cause or resigns for good reason within 12 months following a “change in control,” the named executive officerNEO would be entitled to all compensation earned and all benefits and reimbursements due through the date of termination, as well as a lump-sum payment equal to three times the named executive officer’sNEO’s base salary, three times target annual incentive and company-funded benefit continuation coverage for the named executive officerNEO and eligible dependents for a period of two years, subject to forfeiture in the event the named executive officerNEO becomes reemployed in the two-year period following his or her termination and, under Mr. Engen’s employment agreement only, gross-up payments for any excise taxes incurred under Sections 280G of the Code.
termination.
MYR GROUP INC. |2018 PROXY STATEMENT
| 53 | MYR GROUP INC. | 2021 PROXY STATEMENT | ||||
| OPTION AWARDS | STOCK AWARDS | OPTION AWARDS | STOCK AWARDS | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name (a) | Grant Date | Number of Securities Underlying Unexercised Options (# Exercisable) (b)(1) | Number of Securities Underlying Unexercised Options (# Unexercisable) (c) | Option Exercise Price ($) (d) | Option Expiration Date (e) | Number of Shares of Stock That Have Not Vested (#) (f) | Market Value of Shares of Stock That Have Not Vested ($) (g)(2) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) (h) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($) (i)(2) | Name (a) | Grant Date | Number of Securities Underlying Unexercised Options Exercisable(1) (#) (b) (1) | Option Exercise Price ($) (d) | Option Expira- tion Date (e) | Number of Shares or units of Stock That Have Not Vested (#) (f) | Market Value of Shares or units of Stock That Have Not Vested(2) ($) (g) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (h) | Equity Incentive Plan Performance Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) (i) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Richard S. Swartz, Jr. | 3/24/11 | 8,419 | 24.18 | 3/24/21 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/25/13 | 9,935 | 24.68 | 3/25/23 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/25/13 | 945 | (3) | 33,765 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/24/15 | 1,896 | (3) | 67,744 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/24/16 | 5,170 | (3) | 184,724 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9/1/16 | 3,988 | (6) | 142,491 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/23/17 | 10,007 | (3) | 357,550 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/24/16 | 10,088 | (4) | 360,444 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/23/17 | 12,589 | (5) | 449,805 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Richard S. Swartz | Richard S. Swartz | 03/25/13 | 9,935 | 24.68 | 3/25/2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 03/23/18 | 5,308 | (3) | 319,011 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 03/22/19 | 9,108 | (3) | 547,391 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 04/27/20 | 17,871 | (4) | 1,074,047 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 03/22/19 | 17,573 | (5) | 1,056,137 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 04/27/20 | 23,709 | (6) | 1,424,911 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Betty R. Johnson | 10/19/15 | 8,861 | (7) | 316,604 | Betty R. Johnson | 03/23/18 | 2,035 | (3) | 122,304 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/24/16 | 4,353 | (3) | 155,533 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/23/17 | 4,301 | (3) | 153,675 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/24/16 | 8,495 | (4) | 303,526 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/23/17 | 5,411 | (5) | 193,335 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Betty R. Johnson | Betty R. Johnson | 03/22/19 | 4,356 | (3) | 261,796 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 04/27/20 | 7,148 | (4) | 429,595 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 03/22/19 | 8,404 | (5) | 505,080 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 04/27/20 | 9,483 | (6) | 569,928 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/25/13 | 202 | (3) | 7,217 | Tod M. Cooper | 03/23/18 | 2,035 | (3) | 122,304 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8/12/13 | 6,708 | (8) | 239,677 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/24/15 | 1,437 | (3) | 51,344 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/24/16 | 3,809 | (3) | 136,096 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/23/17 | 4,301 | (3) | 153,675 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/24/16 | 7,433 | (4) | 265,581 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/23/17 | 5,411 | (5) | 193,335 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gerald B. Engen, Jr. | 3/25/13 | 810 | (3) | 28,941 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/24/15 | 1,507 | (3) | 53,845 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/24/16 | 3,809 | (3) | 136,096 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/23/17 | 4,301 | (3) | 153,675 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/24/16 | 7,433 | (4) | 265,581 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/23/17 | 5,411 | (5) | 193,335 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tod M. Cooper | Tod M. Cooper | 03/22/19 | 4,356 | (3) | 261,796 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 04/27/20 | 7,148 | (4) | 429,595 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 03/22/19 | 8,404 | (5) | 505,080 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 04/27/20 | 9,483 | (6) | 569,928 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 03/22/19 | 3,168 | (3) | 190,397 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| William F. Fry | William F. Fry | 04/27/20 | 5,063 | (4) | 304,286 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 03/22/19 | 6,112 | (5) | 367,331 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 04/27/20 | 6,717 | (6) | 403,692 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/24/10 | 573 | 17.18 | 3/24/20 | Jeffrey J. Waneka | 03/23/12 | 1,484 | 17.48 | 3/23/2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/24/11 | 420 | 24.18 | 3/24/21 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/23/12 | 1,484 | 17.48 | 3/23/22 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/25/13 | 709 | 24.68 | 3/25/23 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/25/13 | 67 | (3) | 2,394 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/24/15 | 442 | (3) | 15,793 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/24/16 | 816 | (3) | 29,156 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/23/17 | 2,783 | (3) | 99,437 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/24/16 | 1,592 | (4) | 56,882 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/23/17 | 3,501 | (5) | 125,091 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Jeffrey J. Waneka | Jeffrey J. Waneka | 03/25/13 | 709 | 24.68 | 3/25/2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 03/23/18 | 1,659 | (3) | 99,706 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 03/22/19 | 3,960 | (3) | 237,996 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 04/27/20 | 5,957 | (4) | 358,016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 03/22/19 | 7,641 | (5) | 459,224 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 04/27/20 | 7,902 | (6) | 474,910 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| MYR GROUP INC. | 2021 PROXY STATEMENT | 54 | ||||
MYR GROUP INC. |2018 PROXY STATEMENT
MYR GROUP INC. |2018 PROXY STATEMENT
| Option Awards | Stock Awards | Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||
| Name | Number of Shares Acquired Upon Exercise (#) | Value Realized Upon Exercise ($)(1) | Number of Shares Acquired Upon Vesting (#)(2) | Value Realized Upon Vesting ($)(3) | Name | Number of Shares Acquired On Exercise (#) | Value Realized On Exercise(1) ($) | Number of Shares Acquired On Vesting(2) (#) | Value Realized On Vesting(3) ($) | ||||||||||||||||||||||||||||||||||||
| Richard S. Swartz, Jr. | — | — | 16,117 | 569,913 | |||||||||||||||||||||||||||||||||||||||||
| Richard S. Swartz | Richard S. Swartz | 8,419 | 164,696 | 30,070 | 1,305,101 | ||||||||||||||||||||||||||||||||||||||||
| Betty R. Johnson | 4,000 | 75,544 | 2,177 | 84,250 | Betty R. Johnson | — | 21,443 | 930,128 | |||||||||||||||||||||||||||||||||||||
| Tod M. Cooper | 8,412 | 156,430 | 9,010 | 327,143 | Tod M. Cooper | — | 12,561 | 539,483 | |||||||||||||||||||||||||||||||||||||
| Gerald B. Engen, Jr. | 19,853 | 458,139 | 11,216 | 412,023 | |||||||||||||||||||||||||||||||||||||||||
| William F. Fry | William F. Fry | — | 1,584 | 31,031 | |||||||||||||||||||||||||||||||||||||||||
| Jeffrey J. Waneka | — | — | 2,469 | 88,975 | Jeffrey J. Waneka | — | 10,230 | 440,503 | |||||||||||||||||||||||||||||||||||||
| 55 | MYR GROUP INC. | 2021 PROXY STATEMENT | ||||
MYR GROUP INC. |2018 PROXY STATEMENT
| Name | Benefit | Termination due to Disability(1) | Termination without Cause or for Good Reason(2) | Termination without Cause or for Good Reason within 12 months following a Change in Control(3) | ||||||||||||||||||||
| Richard S. Swartz, Jr. | Severance pay(4) | 247,731 | 2,034,000 | 3,051,000 | ||||||||||||||||||||
| Welfare benefits | 9,732 | 51,848 | 51,848 | |||||||||||||||||||||
| Accelerated equity(5) | 1,162,366 | 1,162,366 | 1,596,523 | |||||||||||||||||||||
| Total(6) | 1,419,829 | 3,248,214 | 4,699,371 | |||||||||||||||||||||
| Betty R. Johnson | Severance pay(4) | 162,962 | 1,254,000 | 1,881,000 | ||||||||||||||||||||
| Welfare benefits | 9,732 | 49,040 | 49,040 | |||||||||||||||||||||
| Accelerated equity(5) | 884,810 | 884,810 | 1,122,673 | |||||||||||||||||||||
| Total(6) | 1,057,504 | 2,187,850 | 3,052,713 | |||||||||||||||||||||
| Tod M. Cooper | Severance pay(4) | 160,038 | 1,204,500 | 1,806,750 | ||||||||||||||||||||
| Welfare benefits | 9,732 | 47,336 | 47,336 | |||||||||||||||||||||
| Accelerated equity(5) | 523,911 | 523,911 | 748,687 | |||||||||||||||||||||
| Total(6) | 693,681 | 1,775,747 | 2,602,773 | |||||||||||||||||||||
| Gerald B. Engen, Jr. | Severance pay(4) | 166,615 | 1,254,000 | 1,881,000 | ||||||||||||||||||||
| Welfare benefits | 9,732 | 49,880 | 93,373 | |||||||||||||||||||||
| Accelerated equity(5) | 606,697 | 606,697 | 831,473 | |||||||||||||||||||||
| Total(6) | 783,044 | 1,910,577 | 2,805,846 | |||||||||||||||||||||
| Jeffrey J. Waneka | Severance pay(4) | 122,769 | 924,000 | 1,386,000 | ||||||||||||||||||||
| Welfare benefits | 9,732 | 45,368 | 45,368 | |||||||||||||||||||||
| Accelerated equity(5) | 138,362 | 138,362 | 224,528 | |||||||||||||||||||||
| Total(6) | 270,863 | 1,107,730 | 1,655,896 | |||||||||||||||||||||
MYR GROUP INC. |2018 PROXY STATEMENT
Termination due to Disability(1) | Termination without Cause or for Good Reason(2) | Termination without Cause or for Good Reason within 12 months following a Change in Control(3) | ||||||||||||
| Name | Benefit | $ | $ | $ | ||||||||||
| Richard S. Swartz | Severance pay(4) | 328,846 | 3,000,000 | 4,500,000 | ||||||||||
| Welfare benefits | 11,184 | 44,736 | 44,736 | |||||||||||
Accelerated equity(5) | 3,262,341 | 3,262,341 | 4,421,497 | |||||||||||
| Total | 3,602,371 | 6,307,077 | 8,966,233 | |||||||||||
| Betty R. Johnson | Severance pay(4) | 197,308 | 1,530,000 | 2,295,000 | ||||||||||
| Welfare benefits | 2,940 | 11,760 | 11,760 | |||||||||||
Accelerated equity(5) | 1,401,325 | 1,401,325 | 1,888,703 | |||||||||||
| Total | 1,601,573 | 2,943,085 | 4,195,463 | |||||||||||
| Tod M. Cooper | Severance pay(4) | 208,269 | 1,615,000 | 2,422,500 | ||||||||||
| Welfare benefits | 11,184 | 44,736 | 44,736 | |||||||||||
Accelerated equity(5) | 1,401,325 | 1,401,325 | 1,888,703 | |||||||||||
| Total | 1,620,778 | 3,061,061 | 4,355,939 | |||||||||||
| William F. Fry | Severance pay(4) | 131,875 | 1,254,000 | 1,881,000 | ||||||||||
| Welfare benefits | 11,184 | 44,736 | 44,736 | |||||||||||
Accelerated equity(5) | 917,718 | 917,718 | 1,265,706 | |||||||||||
| Total | 1,060,777 | 2,216,454 | 3,191,442 | |||||||||||
| Jeffrey J. Waneka | Severance pay(4) | 181,962 | 1,411,000 | 2,116,500 | ||||||||||
| Welfare benefits | 11,184 | 44,736 | 44,736 | |||||||||||
Accelerated equity(5) | 1,212,739 | 1,212,739 | 1,629,852 | |||||||||||
| Total | 1,405,885 | 2,668,475 | 3,791,088 | |||||||||||
| MYR GROUP INC. | 2021 PROXY STATEMENT | 56 | ||||
MYR GROUP INC. |2018 PROXY STATEMENT
| 57 | MYR GROUP INC. | 2021 PROXY STATEMENT | ||||
| MYR GROUP INC. | 2021 PROXY STATEMENT | 58 | ||||
MYR GROUP INC. |2018 PROXY STATEMENT
policies and practices described in this Proxy Statement. We are asking our stockholders to vote “FOR” the following resolution at the 20182021 Annual Meeting:
MYR GROUP INC. |2018 PROXY STATEMENT
| 59 | MYR GROUP INC. | 2021 PROXY STATEMENT | ||||
| MYR GROUP INC. | 2021 PROXY STATEMENT | 60 | ||||
MYR GROUP INC. |2018 PROXY STATEMENT
more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decision to the Audit Committee at its next scheduled meeting. All of the services provided by our independent registered public accounting firm for fiscal 2017,2020, as described below, were approved by the Audit Committee in accordance with the foregoing pre-approval policies and procedures.
On June 28, 2017, the Audit Committee appointed Crowe to serve as the Company’s independent registered public accounting firm
| 2017 | 2016 | 2020 | 2019 | |||||||||||||||||||||
| Audit Fees | $ | 931,833 | $ | 999,980 | Audit Fees | $ | 1,044,371 | $ | 863,042 | |||||||||||||||
| Audit-Related Fees | — | — | Audit-Related Fees | — | — | |||||||||||||||||||
| Tax Fees | 5,685 | 76,105 | Tax Fees | — | — | |||||||||||||||||||
| All Other Fees | — | — | ||||||||||||||||||||||
All Other Fees(1) | All Other Fees(1) | — | 37,500 | |||||||||||||||||||||
| Total | $ | 937,518 | $ | 1,076,085 | Total | $ | 1,044,371 | $ | 900,542 | |||||||||||||||
As noted above and as previously reported, on June 28, 2017, the Audit Committee appointed Crowe to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. During the years ended December 31, 2016 and December 31, 2015, and the subsequent interim period through June 28, 2017, neither the Company, nor anyone acting on its behalf, consulted with Crowe, regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company by Crowe that Crowe concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (within the meaning set forth in Item 304(a)(1)(iv) of Regulation S-K) or a “reportable event” (within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K).
EY’s audit reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2016 and 2015 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the Company’s fiscal years ended December 31, 2016 and December 31, 2015, and the subsequent interim period through June 28, 2017, (i) there were no “disagreements” (within the meaning set forth in Item 304(a)(1)(iv) of Regulation S-K) with EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to EY’s satisfaction, would have caused EY to make reference to the
MYR GROUP INC. |2018 PROXY STATEMENT
subject matter of the disagreements in connection with their reports; and (ii) there were no “reportable events” (within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K).
In accordance with Item 304(a)(3) of Regulation S-K, the Company requested that EY furnish it with a letter addressed to the SEC stating whether or not EY agrees with the Company’s statements relating to EY included in Item 4.01 of the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2017. EY furnished the requested letter, stating its agreement with such statements, and a copy is filed as Exhibit 16.1 to the Company’s June 30, 2017 8-K.
2020
| Audit Committee: | Kenneth M. Hartwick | |||||
The following table displays information about persons known to us to be the beneficial owners of 5% or more of our issued and outstanding common stock as of March 1, 2021. materials for the 22, 2022. 4, 2021.The information contained in the above Audit Committee Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act, of 1933, as amended, or the Exchange Act, as amended, except to the extent that MYR Group specifically incorporates it by reference in such filing.MYR GROUP INC. |2018 PROXY STATEMENT61 MYR GROUP INC. | 2021 PROXY STATEMENTPROPOSAL 3. RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMOUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF CROWE HORWATH LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.The Audit Committee is responsible for the selection, retention, termination and oversight of our independent auditors.The Audit Committee appointed Crowe as our independent auditors for the fiscal year ending December 31, 2018.2021. The Audit Committee and the Board are requesting, as a matter of policy, that stockholders ratify the appointment of Crowe as our independent auditors. The Board and the Audit Committee are not required to take any action as a result of the outcome of the vote on this proposal. However, if the stockholders do not ratify the appointment, the Audit Committee may investigate the reasons for such rejection. Even if the appointment is ratified, the Audit Committee may direct the appointment of a different independent auditor at any time.We expect that representatives of Crowe will be present at the 20182021 Annual Meeting, that theyMeeting. They will have the opportunity to make a statement if they desire and that they will have an opportunitybe available to respond to appropriate questions from stockholders.MYR GROUP INC. |2018 PROXY STATEMENTMYR GROUP INC. | 2021 PROXY STATEMENT 62 OTHER MATTERS THAT MAY BE PRESENTED AT THE 20182021 ANNUAL MEETINGNeither the Board nor management knows of any business, other than that described in this Proxy Statement, that may be presented for action at the 20182021 Annual Meeting. If any other matters properly come before the meeting, your proxy authorizes the persons named as proxies to vote on such matters in accordance with the Board’s recommendation or, if no recommendation is given, in accordance with the proxies’ best judgment.MYR GROUP INC. |2018 PROXY STATEMENT63 MYR GROUP INC. | 2021 PROXY STATEMENTOWNERSHIP OF EQUITY SECURITIESThe following table shows the number of shares of MYR Group common stock beneficially owned (as defined in accordance with Rule 13d-3 under the Exchange Act) as of March 6, 20181, 2021 by each director and named executive officerNEO named in the Summary Compensation Table, as well as the number of shares beneficially owned by all of our directors and executive officers as a group. None of the common stock owned by these individuals is subject to any pledge. Unless otherwise indicated, each of the named individuals has sole voting and investment power with respect to the shares shown.Name of Beneficial Owner Common
Stock Restricted
Stock
Awards(1) Options,
Phantom
Stock and
Restricted
Stock
Units(2) Total
Beneficial
Ownership Percentage Named Executive Officers and Directors Richard S. Swartz, Jr. 60,884 22,006 18,354 101,244 * Betty R. Johnson 18,284 17,515 — 35,799 * Tod M. Cooper 18,568 16,457 — 35,025 * Gerald B. Engen, Jr. 40,745 10,427 — 51,172 * Jeffrey J. Waneka 6,253 4,108 3,186 13,547 * Jack L. Alexander 14,457 2,833 2,238 19,528 * Larry F. Altenbaumer 17,229 2,833 2,238 22,300 * Bradley T. Favreau 991 1,981 2,238 5,210 * Henry W. Fayne 19,414 2,833 2,238 24,485 * Kenneth M. Hartwick 3,259 — 4,853 8,112 * Gary R. Johnson 18,931 2,833 2,238 24,002 * William A. Koertner(3) 293,191 20,463 97,196 410,850 2.5 % Donald C.l. Lucky 2,259 — 4,853 7,112 * Maurice E. Moore 17,055 2,833 2,238 22,126 * William D. Patterson(4) 18,005 2,833 2,238 23,076 * All executive officers and directors as a group (15 persons) 549,525 109,955 144,108 803,588 4.9 % Name of Beneficial Owner Common
StockOptions,Stock andRestrictedStockUnits(1)Total
Beneficial
OwnershipPercentage(2)Named Executive Officers and Directors Richard S. Swartz 109,552 42,222 151,774 * Betty R. Johnson 39,890 13,539 53,429 * Tod M. Cooper 32,115 13,539 45,654 * William F. Fry 1,125 8,231 9,356 * Jeffrey J. Waneka 19,452 13,769 33,221 * Bradley T. Favreau 9,755 2,233 11,988 * Kenneth M. Hartwick 14,930 3,350 18,280 * William A. Koertner 163,317 2,233 165,550 1.0 % Jennifer E. Lowry 6,398 2,434 8,832 * Donald C.I. Lucky 13,588 2,233 15,821 * Maurice E. Moore 26,671 2,233 28,904 * Shirin S. O'Connor — 2,233 2,233 * William D. Patterson 27,235 2,233 29,468 * All executive officers and directors as a group (13 persons). 464,028 110,482 574,510 3.4 % * Percentage less than 1% of outstanding common stock.(1)This column reflects shares of common stock that could be acquired by the vesting of Restricted Stock Units held by the NEOs and Directors and the exercise of stock options held by certain NEOs within 60 days of March 1, 2021. Messrs. Favreau, Koertner, Lucky, Moore and Patterson, and Mses. Lowry and O'Connor, each held 2,233 shares of unvested Restricted Stock Units, which vest at the end of a one-year period from the date of grant. Mr. Hartwick held 3,350 unvested Restricted Stock Units, which vest at the end of a one-year period from the date of grant.(2)Based on 16,788,372 shares of common stock of MYR Group issued and outstanding as of March 1, 2021.*Percentage less than 1% of outstanding common stock.MYR GROUP INC. | 2021 PROXY STATEMENT 64 (1)The shares of unvested restricted stock belonging to Richard S. Swartz, Jr., Betty R. Johnson, Tod M. Cooper, Gerald B. Engen, Jr. and Jeffrey J. Waneka vest as disclosed in the “Outstanding Equity Awards at 2017 Fiscal Year End” table. The shares of restricted stock belonging to Jack L. Alexander, Larry F. Altenbaumer, Bradley T. Favreau, Henry W. Fayne, Gary R. Johnson, Maurice E. Moore and William D. Patterson vest ratably over a three-year period from the date of grant and vesting would be accelerated if the director leaves the Board.(2)This column reflects shares of common stock that may be acquired within 60 days of March 6, 2018 by the exercise of stock options held by the named executive officer or director, the vesting of restricted stock units held by the directors and the vesting of phantom stock units held by Mr. Hartwick and Mr. Lucky. Mr. Hartwick and Mr. Lucky’s phantom stock units vest ratably over a three-year period from the date of grant or when the director leaves the Board. The shares of restricted stock units belonging to the directors vest ratably over a three-year period from the date of grant and vesting would be accelerated if the director leaves the Board.(3)Unvested restricted stock belonging to William A. Koertner includes 3,241 shares that vest ratably over a five-year period and 17,222 shares that vest ratably over a three-year period. These restricted stock awards are subject to certain clawback provisions.(4)Common stock includes 386 shares in a trust in which Mr. Patterson is a beneficiary.MYR GROUP INC. |2018 PROXY STATEMENTName and Address of Beneficial Owner Amount and Nature of
Beneficial OwnershipPercentofCommonStock(1)BlackRock, Inc.55 East 52nd StreetNew York, NY 100552,826,563 (2) 16.8 % Dimensional Fund Advisors LP
6300 Bee Cave Road
Building One
Austin, Texas, 787461,387,968 (3) 8.3 % The Macquarie Parties (as defined below) 1,506,123 (4) 9.0 % The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 193551,100,504 (5) 6.6 % Invesco Ltd.
1555 Peachtree NE
Suite 1800
Atlanta, GA 30309885,065 (6) 5.3 % (1)The percent of common stock is calculated by dividing the amount of beneficial ownership by the shares outstanding as of March 1, 2021.(2)Based on the Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 25, 2021, BlackRock, Inc. stated that, of the 2,826,563 shares beneficially owned as of December 31, 2017:2020, it had sole voting power with respect to 2,770,598 shares, sole dispositive power with respect to 2,826,563 shares and shared voting and dispositive power with respect to none of the shares and shares voting and dispositive power with respect to none of the shares.Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Common Stock BlackRock, Inc.
55 East 52nd St.
New York, NY 10055 2,163,292 (1) 13.1 % Dimensional Fund Advisors LP
6300 Bee Cave Road
Building One
Austin, Texas, 78746 1,386,327 (2) 8.4 % Macquarie Group Limited
50 Martin Place
Sidney, New South Wales, Australia 935,173 (3) 5.7 % The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355 911,656 (4) 5.5 % Victory Capital Management Inc.
4900 Tiederman Rd. 4th Floor
Brooklyn, OH 44144 840,557 (5) 5.1 % (4)Based on the Schedule 13G/A filed jointly by Macquarie Group Limited, Macquarie Bank Limited, Macquarie Investment Management Holdings Inc, Macquarie Investment Management Business Trust and Delaware Small Cap Core Fund, a series of Delaware Group Equity Funds IV, (the “Macquarie Parties”) with the SEC on February 12, 2021, as of December 31, 2020, (i) Macquarie Group Limited and Macquarie Bank Limited each had beneficial ownership of 1,506,123 shares, (ii) Macquarie Investment Management Holdings Inc. and Marquee Investment Management Business Trust each had sole voting power and sole dispositive power as to 1,496,776 shares and shared voting and dispositive power with respect to none of the shares, (iii) Delaware Small Cap Core Fund, a series of Delaware Group Equity Funds IV had sole voting power and sole dispositive power as to 1,190,626 shares and shared voting and shared dispositive power with respect to None of the shares. The principal business address of Macquarie Group Limited and Macquarie Bank Limited is 50 Martin Place Sydney, New South Wales, Australia. The principal business address of Macquarie Investment Management Holdings Inc. and Macquarie Investment Management Business Trust is 2005 Market Street, Philadelphia, PA 19103.(5)Based on the Schedule 13G/A filed by The Vanguard Group with the SEC on February 10, 2021, The Vanguard Group stated that, of the 1,100,504 shares beneficially owned as of December 31, 2020, it had shared voting power with respect to 31,010 shares, sole dispositive power with respect to 1,054,393 shares and shared dispositive power with respect to 46,111 shares.(6)Based on the Schedule 13G/A filed by Invesco LTD. with the SEC on February 16, 2021, Invesco Ltd. stated that, of the 885,065 shares beneficially owned as of December 31, 2020, it had sole voting power with respect to 877,901 shares, sole dispositive power with respect to 885,065 shares and shared voting and dispositive power with respect to none of the shares and shares voting and dispositive power with respect to none of the shares.(1)Based on the Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 19, 2018, BlackRock, Inc. stated that, of the 2,163,292 shares beneficially owned as of December 31, 2017, it has sole voting power with respect to 2,113,857 shares and sole dispositive power with respect to 2,163,292 shares.65 MYR GROUP INC. | 2021 PROXY STATEMENT(2)Based on the Schedule 13G/A filed by Dimensional Fund Advisors LP with the SEC on February 9, 2018. Dimensional Fund Advisors LP furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the Issuer that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Issuer held by the Funds. As of December 31, 2017, Dimensional Funds Advisors LP has sole voting power as to 1,335,916 shares and sole dispositive power as to 1,386,327 shares. Dimensional Fund Advisors LP disclaims beneficial ownership of all such shares.(3)Based on the Schedule 13G filed by Macquarie Group Limited on February 14, 2018, Macquarie Group Limited’s beneficial ownership is due to Macquarie Group Limited’s ownership of Macquarie Bank Limited, Macquarie Investment Management Holdings Inc. and Macquarie Investment Management Business Trust. Macquarie Group Limited’s Schedule 13G indicates that, as of December 31, 2017, Macquarie Investment Management Business Trust and Macquarie Investment Management Holdings Inc. have sole voting power and sole dispositive power as to 934,265 shares.(4)Based on the Schedule 13G/A filed by The Vanguard Group on February 13, 2018, The Vanguard Group stated that, of the 911,656 shares beneficially owned as of December 31, 2017, it has sole voting power with respect to 23,595 shares, shared voting power with respect to 4,309 shares, sole dispositive power with respect to 884,843 shares and shared dispositive power with respect to 26,813 shares.(5)Based on the Schedule 13G filing by Victory Capital Management Inc. with the SEC on February 9, 2018, Victory Capital Management, Inc. stated that, of the 840,557 shares beneficially owned as of December 31, 2017, it has sole voting power with respect to 815,727 shares and sole dispositive power with respect to 840,557 shares.MYR GROUP INC. |2018 PROXY STATEMENTWHY AM I RECEIVING THESE PROXY SOLICITATION MATERIALS?We are providing you these materials in connection with the Board’s solicitation of proxies to be voted at our 20182021 Annual Meeting. These materials provide information regarding the voting procedures and the matters to be voted on at the 20182021 Annual Meeting. We began distributingmaking these materials available at https://investor.myrgroup.com/financial-information/annual-reports on or around March 8, 2018,4, 2021, to all stockholders entitled to vote at the 20182021 Annual Meeting. These materials are also available on our website atwww.myrgroup.com.In addition, copies of the 20172020 Annual Report to Stockholderson Form 10-K and this Proxy Statement will be sent free of charge to any stockholder who sends a written request to Secretary at MYR Group Inc., 1701 Golf Road, Suite 3-1012, Rolling Meadows, Illinois 6000812150 East 112th Avenue Henderson, CO 80640 or by calling 303-853-7621.303-286-8000.
WHO IS ENTITLED TO VOTE AT THE 20182021 ANNUAL MEETING?The Board established February 28, 2018,March 1, 2021 as the record date (the “Record Date”) for the 20182021 Annual Meeting. Stockholders owning our common stock at the close of business on the Record Date are entitled to receive notice of the 20182021 Annual Meeting and vote their shares at the 20182021 Annual Meeting. At the close of business on the Record Date, 16,467,47416,788,372 shares of our common stock were outstanding and entitled to vote. Each share is entitled to one vote on each matter to be voted upon at the 20182021 Annual Meeting.WHAT VOTE IS REQUIRED FOR EACH PROPOSAL?With respect to the election of directors, you may vote FOR, vote AGAINST ORor vote to ABSTAIN with respect to each of the nominees. Our By-Laws provide for a majority vote standard in uncontested director elections as will be held at the 20182021 Annual Meeting. As amended, the By-Laws provide that a director nominee in an uncontested election will be elected if the number of shares voted FOR the director’s election exceeds 50% of the number of votes cast on the issue of that director’s election (including votes FOR or votes AGAINST but excluding any votes to ABSTAIN or broker non-votes). If a director in an uncontested election fails to receive the required number of votes for re-election in an uncontested election, the director is expected to tender his or her resignation for prompt consideration by the Board. A director whose resignation is under consideration is expected to abstain from participating in any decision regarding that resignation. The Nominating and Corporate GovernanceNESG Committee and the Board may consider any factors they deem relevant in deciding whether to accept or reject a director’s resignation.You may vote FOR, AGAINST, or ABSTAIN with respect to the advisory resolution to approve the compensation of the Company’s named executive officers and the ratification of the appointment of our independent registered public accounting firm. In order to be approved, each of these two proposals requires the affirmative FOR vote of a majority of those shares present (either in person or represented by proxy) and entitled to vote on those proposals. Any ABSTAIN vote will have the same effect as a vote AGAINST a matter.WHAT EFFECT DO BROKER NON-VOTES HAVE ON THE PROPOSALS?A broker is entitled to vote shares held for a beneficial holder on “routine” matters without instructions from the beneficial holder of those shares. On the other hand, absent instructions from the beneficial holders of such shares, a broker will not be entitled to vote shares held for a beneficial holder on “non-routine” proposals, such as the election of directors. This would be a “broker non-vote” and these shares will not be counted as having been voted on the applicable proposal. Consequently, if your shares are held by a broker on your behalf (that is, in “street name”), and you do not instruct your broker as to how to vote on Proposals 1 and 2 the broker may not exercise discretion to vote forFOR or againstAGAINST such proposal. With respect to Proposal 3, the broker may exercise its discretion to vote forFOR or againstAGAINST that proposal in the absence of your instruction. We strongly encourage you to instruct your bank or broker on how you would like to vote so your vote can be counted on all proposals.MYR GROUP INC. |2018 PROXY STATEMENTHOW WILL MY SHARES BE VOTED?
Your shares will be voted as you direct if you vote by signing and returning the enclosed proxy card. If you sign and return the enclosed proxy card but do not specify how you would like your shares voted, they will be voted in accordance with the Board’s recommendations on all matters or, if no recommendation is given, in accordance with the proxies’ best judgment.MYR GROUP INC. | 2021 PROXY STATEMENT 66 WHAT IS THE QUORUM REQUIREMENT?A quorum of stockholders is necessary to validly hold the 20182021 Annual Meeting. A quorum will be present if at least a majority of our outstanding shares on the Record Date are represented at the 20182021 Annual Meeting, either in person or by proxy. Abstentions and broker non-votes (i.e., when a stockholder does not provide voting instructions to their broker or nominee) will count for purposes of determining whether a quorum exists.HOW DO I VOTE?Voting Before the 2021 Annual MeetingIf you hold shares of the Company’s common stock in your own name (known as ownership “of record”) on the books of our transfer agent, you are a registered stockholder. If a broker, bank or other nominee holds your shares (also known as ownership in “street name”), you are a beneficial owner. Registered stockholders and beneficial owners may vote their shares in advance of the 2021 Annual Meeting using one of the following methods:a.By Mail: Complete, sign, date and return (in the postage-paid envelope provided) your proxy card or voting instruction form;b.By Internet: Go to www.proxyvote.com and follow the instructions – you will need the 16-digit control number included on your proxy card or voting instruction form; orc.By Telephone: Call (800) 690-6903 and following the recorded instructions – you will need the 16-digit control number included on your proxy card or voting instruction form.Voting During the 2021 Annual MeetingRegistered stockholders and beneficial owners may also vote online during the 2021 Annual Meeting. You will need the 16-digit control number included on your proxy card or voting instruction form to log in to the virtual meeting platform at virtualshareholdermeeting.com/MYRG2021. Voting electronically online during the 2021 Annual Meeting will replace any previous votes with respect to the shares voted during the 2021 Annual Meeting.CAN I CHANGE MY VOTE?If you would like to change your vote after submitting your proxy and prior to the 20182021 Annual Meeting, you can revoke your proxy and change your proxy instructions by (a) signing and submitting another proxy card with a later date, or (b) voting atonline during the 20182021 Annual Meeting.Meeting, or (c) entering a new vote on the internet or by telephone . Alternatively, you may provide a written statement of your intention to revoke your proxy to our Secretary prior to the 2021 Annual Meeting at MYR Group Inc., 1701 Golf Road, Suite 3-1012, Rolling Meadows, Illinois 60008.12150 East 112th Avenue Henderson, CO 80640. If your shares are held in street name (i.e., your shares are held in an account through your broker), you should contact your bank or broker for specific instructions on how to change your vote.WHAT IF I WISH TO ATTEND THE 20182021 ANNUAL MEETING?AttendanceYou are entitled to attend and participate in the 2021 Annual Meeting only if you were a stockholder on the Record Date. To attend and participate in the 2021 Annual Meeting on April 22, 2021, visit virtualshareholdermeeting.com/MYR2021 and enter the 16-digit control number included on your proxy card or voting instruction form. The 2021 Annual Meeting will begin promptly at 7:00a.m. Mountain time. We encourage you to access the meeting is limited2021 Annual Meeting prior to the Company’s stockholders and its invited guests. If you hold shares in your name, please be prepared to provide proper identification, such as a driver’s license. If you hold your shares through a bank or broker (i.e., in “Street-name”), youstart time.Online check-in will need proof of ownership, such as a recent account statement or letter from your bank or broker, along with proper identification.begin at 6:45 a.m. Mountain time. Even if you wish to attend and participate in the 20182021 Annual Meeting, we urge you to cast your vote using the enclosed proxy card as soon as possible.possible using one of the methods outlined in this Proxy Statement. If you choose to vote in person atonline during the 20182021 Annual Meeting, it will revoke any previous proxy submitted. If you hold youror vote submitted with respect to the shares in Street-name and wish to vote in person atvoted during the meeting, you must provide a legal proxy obtained from your bank or broker.2021 Annual Meeting.
67 MYR GROUP INC. | 2021 PROXY STATEMENTWHO WILL BEAR THE COST OF SOLICITING VOTES FOR THE 20182020 ANNUAL MEETING?MYR Group bears the cost of soliciting your vote. In addition to mailing these proxy materials, our directors, officers or employees may solicit proxies or votes in person, by telephone or by electronic communication. They will not receive any additional compensation for these solicitation activities. We may enlist the help of banks and brokerage houses in soliciting proxies from their customers and reimburse the banks and brokerage houses for related out-of-pocket expenses. We retained Morrow Sodali LLC to aid in soliciting votes for the 20182021 Annual Meeting for a total fee of $7,500 plus reasonable expenses.I RECEIVED ONLY ONE SET OF PROXY MATERIALS. IS IT POSSIBLE TO OBTAIN DUPLICATES?Unless you advised otherwise, if you hold your shares in street name and you and other residents at your mailing address share the same last name and also own shares of our common stock in an account at the same broker, bank or other nominee, we delivered a single Notice of Meeting or set of proxy materials to your address. This method of delivery is known as householding. Householding reduces the number of mailings you receive, saves on printing and postage costs and helps the environment. Stockholders who participate in householding will continue to receive separate voting instruction forms. We will deliver promptly, upon written or oral request, a separate copy of the Notice of Meeting or set of proxy materials to a stockholder at a shared address to which a single copy of the materials was delivered. A stockholder who wishes to receive a separate copy of the Notice of Meeting or proxyMYR GROUP INC. |2018 PROXY STATEMENT20182021 Annual Meeting should submit this request by contacting Morrow Sodali, LLC, our proxy solicitor for the 2021 Annual Meeting, by email at myrteam@morrowsodali.com, in writing at 470 West Avenue, Suite 3000, Stamford, CT 06902 or by calling 1-800-662-5200. If you would like to opt out of householding, please contact your broker, bank or other nominee. Beneficial owners sharing an address who are receiving multiple copies of the proxy materials and who wish to receive a single copy of these materials in the future will need to contact their broker, bank or other nominee to request that only a single copy of each document be mailed to all stockholders at the shared address in the future.If you are a registered stockholder, we sent you and each registered stockholder at your address a separate NoticesNotice of Meeting or setsset of proxy materials.WHO COUNTS THE VOTE?As the appointed independent tabulator, American Stock Transfer and Trust Company, LLCBroadridge Financial Solutions, Inc. will receive the proxies and tabulate the votes cast. American Stock Transfer and Trust Company, LLCcast.Broadridge Financial Solutions, Inc. will act as the independent inspector of election and will certify the results. Your vote will not be disclosed to our directors, officers or employees, except (a) as necessary to meet legal requirements and to assert or defend claims for or against us; (b) in the case of a contested proxy solicitation; (c) if you provide a comment with your proxy or otherwise communicate your vote to us or (d) as necessary to allow the independent inspector of election to certify the results.HOW DO I FIND OUT THE VOTING RESULTS?Voting results will be included in a currentCurrent Report on Form 8-K to be filed with the SEC after the 20182021 Annual Meeting. This Form 8-K will also be available on our website atwww.myrgroup.com.MAY I ASK QUESTIONS AT THE 2018 ANNUAL MEETING?Yes, in accordance with the rules, regulations and procedures prescribed by the Chairman of the 2018 Annual Meeting for the conduct of the 2018 Annual Meeting. As a stockholder, during the voting, you may ask questions and make remarks related to the matters being voted on. The Chairman of the 2018 Annual Meeting will entertain stockholders’ questions and comments of a general nature following the voting.MYR GROUP INC. |2018 PROXY STATEMENTMYR GROUP INC. | 2021 PROXY STATEMENT 68 2022 ANNUAL MEETING OF STOCKHOLDERSSTOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 20192022 ANNUAL MEETINGUnder our By-Laws, a stockholder may nominate a candidate for election as a director or propose business for consideration at an annual meeting of stockholders by delivering written notice that contains certain required information to our Corporate Secretary. We must receive this written notice not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders. However, if the annual meeting is called for a date that is not within 30 days of such anniversary, we must receive stockholder proposal submissions no later than the close of business on the 10th day following the earlier of the day on which notice of the date of the meeting was mailed or other public disclosure was made.made, whichever occurs first. Accordingly, to be considered at the 20192022 Annual Meeting of Stockholders, we must receive a stockholder’s written notice of nomination or proposal on or after December 27, 201823, 2021 and not later than January 26, 2019.Under SEC Rule 14a-8, a stockholder may submit a proposal for possible inclusion in a proxy statement for an annual meeting of stockholders by submitting the proposal and other required information to our principal executive offices. We must receive the proposal no later than 120 calendar days before the one-year anniversary date of our proxy statement being release to stockholders for the previous year’s annual meeting. If we change the date of an annual meeting by more than 30 days from the date of the previous year’s annual meeting, then the deadline is a reasonable time before we print and send our proxy materials for the annual meeting. Accordingly, to be considered for inclusion in our 20192022 proxy statement, we must receive a stockholder’s submission of a proposal on or before November 8, 2018.Stockholder proposals must be sent to our Corporate Secretary at MYR Group Inc., 1701 Golf Road, Suite 3-1012, Rolling Meadows, Illinois 60008.12150 East 112th Avenue Henderson, CO 80640. For additional information about the stockholder proposal submission process, please see our By-Laws which are available on the Investors page of our website atwww.myrgroup.com, under “Corporate Governance.”20172020 ANNUAL REPORT AND SEC FILINGSOur financial statements for the fiscal year ended December 31, 20172020 are included in our 20172020 Annual Report on Form 10-K, which we will make available to stockholders at the same time as this Proxy Statement. Our 20172020 Annual Report on Form 10-K and this Proxy Statement are posted on our website atwww.myrgroup.com, and are available from the SEC at its website atwww.sec.gov. If you do not have access to the Internet or have not received a copy of our 20172020 Annual Report on Form 10-K, you may request a copy of it without charge by writing to our Corporate Secretary, at MYR Group Inc., 1701 Golf Road, Suite 3-1012, Rolling Meadows, Illinois 60008.12150 East 112th Avenue Henderson, CO 80640.By Order of the Board of Directors ![[GRAPHIC MISSING]](https://files.docoh.com/DEF 14A/0001571049-18-000164/sig_geraldb-engen.jpg)
March 8, 20184, 2021Gerald B. Engen, Jr.Senior William F. FryVice President, Chief Legal Officer and Secretary
MYR GROUP INC. |2018 PROXY STATEMENT
| 69 | MYR GROUP INC. | 2021 PROXY STATEMENT | ||||
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ANNUAL MEETING OF STOCKHOLDERS OF MYR GROUP INC. April 26, 2018 GO PAPERLESS e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. Important Notice Regarding the Availability of Proxy Materials for the 2018 Annual Meeting of Stockholders to be held on April 26, 2018 The MYR Group Inc. Notice of Annual Meeting, Proxy Statement, and 2017 Annual Report to Stockholders on Form 10-K are available at http://investor.myrgroup.com/financial-information/annual-reports Please sign, date and mail your proxy card in the envelope provided as soon as possible. Please detach along perforated line and mail in the envelope provided. 00003333000000001000 1 042618 Thesharesrepresentedbythisproxy,whenproperlyexecuted,willbevotedasdirectedor,ifnodirectionisgiven,willbevoted“FOR''eachofthenomineesnamedinProposal1and“FOR''Proposals2and3.TheProxiesareherebyauthorizedtovoteinaccordancewiththeirbestjudgmentonanyothermatterthatmayproperlycomebeforethe2018AnnualMeetingoranypostponementsoradjournmentthereof.IMPORTANTIn order that there may be a proper representation at the meeting, we urge you to sign, date and mail the proxy card even if you plan on attending the 2018 Annual Meeting. If you are present in person you may, if you wish, vote personally on all matters properly brought before the meeting. If you hold your shares in Street-name and wish to vote in person at the meeting, you must provide a legal proxy obtained from your bank or broker. PROPOSALNO.1:ELECTION OF THE TWO CLASS II NOMINEES, EACH TO SERVE A TERM OF THREE YEARS. DONALD C.I. LUCKY MAURICE E. MOORE PROPOSALNO.2:ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. PROPOSALNO.3:RATIFICATION OF THE APPOINTMENT OF CROWE HORWATH LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2018. FORAGAINSTABSTAINTHEBOARDOFDIRECTORSRECOMMENDSTHATYOUVOTE“FOR''THEELECTIONOFEACHOFTHENOMINEESNAMEDINPROPOSAL1&“FOR”PROPOSALS2&3.PLEASESIGN,DATEANDRETURNPROMPTLYINTHEENCLOSEDENVELOPE.PLEASEMARKYOURVOTEINBLUEORBLACKINKASSHOWNHEREx MARK “X'' HERE IF YOU PLAN TO ATTEND THE MEETING. To change the address on your account, please check the box at right andindicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted viathis method. Signature of Stockholder Date: Signature of Stockholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give fulltitle as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
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The Board of Directors of MYR GROUP INC. Cordially invites you to attend the 2018 Annual Meeting of Stockholders Thursday, April 26, 2018 9:00 a.m. Local Time Renaissance Schaumburg Hotel 1551 North Thoreau Drive Schaumburg, IL 60173 0 MYR GROUP INC. REVOCABLE PROXY FOR THE MYR GROUP INC. 2018 ANNUAL MEETING OF STOCKHOLDERS ON APRIL 26, 2018 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned stockholder of MYR Group Inc. (the “Corporation”) hereby appoints Richard S. Swartz, Gerald B. Engen, Jr. and Betty R. Johnson (the “Proxies”), and each of them, with the full power of substitution to vote all shares of the Corporation which the undersigned is entitled to vote at the 2018 Annual Meeting of Stockholders of the Corporation to be held at the Renaissance Schaumburg Hotel, 1551 N. Thoreau Drive, Schaumburg, IL 60173 on Thursday, April 26, 2018 at 9:00 a.m. local time, or at any postponements or adjournments thereof, with all the powers the undersigned would possess, as if the undersigned was present personally at the 2018 Annual Meeting or any postponements or adjournments thereof, upon the proposals on the reverse side and on such other matters as may properly come before the 2018 Annual Meeting. This proxy revokes all prior proxies given by the undersigned stockholder. (Continued and to be signed on the reverse side.) 1.1 14475
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