Michael S. Della Rocca
About Michael S. Della Rocca
Independent director (since 2024), age 69; former McKinsey & Co. partner (2014–Nov 2020) leading the global service line for major capital projects, and former Americas Chief Executive Officer of AECOM (2011–2014). Brings 40+ years in engineering and construction, with board counseling, operational improvement, M&A, finance and investor advisory expertise; ECG classifies him as independent under SEC/NYSE rules. Committee roles: Compensation Committee member and Nominating & Governance Committee member.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Co. | Partner; led global service line for major capital projects (advising PE/institutional investors, asset owners, delivery companies) | 2014–Nov 2020 | Strategy formulation, leadership development, growth programs, M&A, operational transformations |
| AECOM (Americas) | Chief Executive Officer | 2011–2014 | Oversaw operations, strategy, growth; navigated diverse markets; achieved business goals |
| MDU Resources Group | Director (pre-ECG separation); Audit Committee and Environment & Sustainability Committee member | Aug 2024–Oct 31, 2024 | Public company governance experience in energy delivery sector |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tower Engineering Professionals | Independent Director | Since 2023 | Telecom engineering and construction services |
| Gannett Fleming | Independent Director | Since 2023 | Private global infrastructure/engineering firm |
| RMA Group of Companies | Independent Director | Since 2021 | Technology-enabled testing/inspection/quality management for infrastructure assets |
| Trinity Consultants, Inc. | Independent Director | Since 2022 | Environmental consulting (EHS specialization) |
| Kiely Family of Companies | Advisory Board Chairman | Since 2021 | Diversified privately held construction/engineering enterprise |
Board Governance
- Independence: ECG board determined all directors other than CEO are independent; Della Rocca classified independent. Standing committees (Audit, Compensation, Nominating & Governance) consist entirely of independent directors.
- Committee assignments (current): Compensation Committee member; Nominating & Governance Committee member. Chair roles: none.
- Attendance: Board met once post-separation in 2024; each director attended at least 75% of combined board/committee meetings during their service period.
- Executive sessions: Non-employee directors meet in executive session at every regularly scheduled quarterly board meeting; board leadership separated (independent chair).
| Governance Item | 2024 |
|---|---|
| Board Meetings Held | 1 |
| Compensation Committee Meetings | 1 |
| Nominating & Governance Committee Meetings | 1 |
| Audit Committee Meetings | 2 |
| Della Rocca Committees | Compensation; Nominating & Governance |
| Attendance Threshold Achieved | ≥75% for all directors during their service period |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash (Della Rocca) | $18,333 |
| Meeting Fees | $0 (none paid) |
| Director Cash Retainer (Policy) | $110,000 annual base (prorated for partial-year service) |
| Chair Retainers (Policy) | Audit Chair $20,000; Compensation Chair $15,000; Nominating & Governance Chair $15,000 |
Notes: 2024 was prorated post-separation; Della Rocca did not serve as a committee chair at ECG in 2024.
Performance Compensation
| Metric | 2024 |
|---|---|
| Stock Awards (Della Rocca) | $62,500 (prorated grant for service across MDU Resources and ECG boards) |
| Annual Stock Grant Policy (Directors) | $150,000 fully vested common stock; Non-Exec Chair $175,000; granted each November |
| 2024 Grant Date & Price | Nov 25, 2024; $63.91 closing price used to determine shares |
| Options | Not used for incentive compensation at ECG |
No performance metrics are tied to non-employee director equity grants (fully vested stock awards).
Other Directorships & Interlocks
- Current public company boards: None disclosed beyond ECG. Pre-separation: MDU Resources director (Aug–Oct 2024).
- Shared directorships with customers/suppliers: Not disclosed; ECG states no related party transactions by directors/executives.
- Overboarding: ECG policy limits directors to ≤3 public company boards (including ECG); current compliance affirmed.
Expertise & Qualifications
- Executive management/public company/board experience; accounting/audit; finance/capital markets; risk management & compliance; strategy/business development/M&A; industry/infrastructure experience; human capital; environment/sustainability & safety; emerging technologies/innovation (skills matrix).
- Career credentials: board counseling, operational improvement, due diligence, acquisitions, finance; leadership of major capital projects and infrastructure businesses.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Michael S. Della Rocca | 2,027 | <1% (based on 50,999,228 shares outstanding) |
- Director stock ownership guideline: Must own ECG common stock equal to 5x annual cash base retainer; 5-year compliance window from Jan 1 following initial election; all directors are in compliance or within the 5‑year window.
Governance Assessment
- Strengths: Independent status with deep sector expertise; active roles on Compensation and Nominating & Governance committees; anti-hedging/anti-pledging policies; proxy access; majority voting; independent chair structure; committee independence; use of an independent compensation consultant (Meridian) with formal independence assessment.
- Alignment: Material equity component via annual stock grants; robust director ownership guidelines and monitoring.
- Engagement & attendance: Met attendance threshold; board and committee governance processes established (evaluations and risk oversight).
- Conflicts/Red Flags: ECG reports no related person transactions in 2024; hedging/pledging prohibited; overboarding policy in place and currently compliant; no meeting fees (reduces pay-for-attendance bias); directors limited to ≤3 public boards. No apparent conflicts tied to Della Rocca’s external roles disclosed.
Implications: Della Rocca’s independent oversight combined with compensation/governance committee roles and sector-specific operating/M&A experience supports board effectiveness post-spin. The pay structure favors equity alignment, and absence of related party transactions plus strict anti-hedging/pledging policies bolster investor confidence.