Michael F. McNally
GRANITE CONSTRUCTIONAbout Michael F. McNally
Michael F. McNally, age 70, has served on Granite’s Board since 2016 and is the independent Board Chair. He retired in 2014 as President & CEO of Skanska USA Inc., previously serving on Skanska AB’s senior executive team; his 38-year career includes leadership roles at Fluor, Marshall Contractors, Mobil Oil, and J. Ray McDermott. He holds a B.S. in Civil Engineering (University of Notre Dame) and an M.B.A. (University of Rhode Island), is an NACD Board Leadership Fellow, NACD Directorship Certified, and holds the CERT Certificate in Cyber-Risk Oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skanska USA Inc. | President & CEO | 2008–2014 | Member of Skanska AB’s senior executive team (9-member), leading U.S. operations; industry safety leadership (organized first Safety Week in 2014). |
| Fluor; Marshall Contractors; Mobil Oil; J. Ray McDermott | Various management roles | ~38-year career (pre-2008) | Broad construction/industrial operations leadership across major firms. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Limbach Holdings Inc. | Director | Current | Public company directorship (ongoing). |
| University of Rhode Island | Vice Chair, Board of Trustees | 2020–2023 | Higher education governance; vice chair leadership. |
| Terracon | Director | 2016–2022 | Engineering services oversight. |
| U.S. Green Building Council (USGBC) | Chairman, Board | 2016–2019 | Led sustainability governance; received USGBC Private Sector Leadership Award (2013). |
Board Governance
- Independence: McNally is an independent director under NYSE listing standards; the Board annually reviews independence of non-employee directors.
- Board Chair and Executive Sessions: Because the chair (McNally) is independent, there is no Lead Director; he sets board agendas, chairs meetings, and presides over executive sessions of non-employee directors.
- Attendance: In 2024 the Board met 5 times; each director attended at least 75% of the aggregate of Board and committee meetings; all nine directors then in office attended the 2024 annual meeting.
- Committee memberships and 2024 meeting frequency: McNally is not listed as a member of standing committees; committees met as follows—Audit/Compliance: 8; Compensation: 5; Nominating & Corporate Governance: 6; Risk: 6.
- Risk oversight: Independent chair structure emphasizes oversight; committee allocation of risk includes Audit/Compliance (financial reporting, compliance, cybersecurity), Compensation (pay-risk), Nominating & Corporate Governance (governance and ESG), and Risk Committee (strategic and HSE risks).
| Committee | Member? | Chair? | 2024 Meetings |
|---|---|---|---|
| Audit/Compliance | No | — | 8 |
| Compensation | No | — | 5 |
| Nominating & Corporate Governance | No | — | 6 |
| Risk | No | — | 6 |
| Board Chair | Yes | Chair | Board met 5 times |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Chair Cash Retainer | $175,000 | Paid quarterly; no meeting fees. |
| Committee Cash Retainers | $0 | McNally not listed as committee member; member/chair rates exist but do not apply to him. |
| All Other Compensation (Dividend Equivalents) | $14,519 | Cash value of dividend equivalents from deferred units and RSUs. |
- Director cash retainer framework (for reference): Board member $90,000; Board Chair $175,000; committee retainers: Audit member $10,000/chair $20,000; Compensation member $8,500/chair $17,000; Nominating member $7,500/chair $15,000; Risk member $7,500/chair $15,000.
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value per Share | Vesting | Deferral Election |
|---|---|---|---|---|---|
| RSUs (Board Chair annual grant) | June 11, 2024 | 3,341 | $59.85 | Vest May 20, 2025 | Deferred 100% into NQDC plan. |
| RSUs (Unvested at YE 2024) | — | 3,353 | — | — | — |
| Deferred Units (Outstanding at YE 2024) | — | 25,484 | — | — | NQDC units accrue dividend equivalents. |
- Director equity grant framework: Annual RSUs valued at $200,000 for Board Chair (members $135,000); RSUs vest in full annually on May 20; directors may elect to defer receipt of shares until post-service.
- Program change: Beginning in 2025, Board increased each member’s equity award by $10,000 to align with peer median (Board Chair program mechanics unchanged other than the general increase).
Other Directorships & Interlocks
| Company/Institution | Relationship Type | Possible Interlock/Conflict Consideration |
|---|---|---|
| Limbach Holdings Inc. | Current public company director | No related-party transactions disclosed in retrieved proxy excerpts; Granite’s policy requires Audit/Compliance Committee review/approval of any related party transactions. We found no specific McNally-related transaction disclosures in our search. |
| University of Rhode Island | Prior vice chair, trustees | Non-profit role; not indicative of commercial conflict. |
| Terracon | Prior director | Prior board role at engineering services firm; no related-party disclosures found in retrieved sections. |
| USGBC | Prior board chair | Industry association governance; award recognition. |
Note on conflicts search: We reviewed Granite’s Transactions with Related Persons policy and related sections; our search did not surface any specific related-party transactions involving McNally. If Granite transacted with entities where McNally is a director, those would be subject to committee review under the policy.
Expertise & Qualifications
- Qualifications matrix: McNally is shown as highly experienced across Financial Expertise & Literacy, Capital Structuring/Project Finance/M&A, Strategic Planning, Human Capital/Compensation, Enterprise Risk Management, Project Execution Risk Management, Legal/Claims, Public Sector Contracting, Industry & Operating Experience, Environmental & Social factors, and Cyber-Security; Politics/Public Policy also marked.
- Professional credentials: NACD Board Leadership Fellow, NACD Directorship Certified, CERT Certificate in Cyber-Risk Oversight—directly relevant to chairing executive sessions and risk oversight.
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial Ownership (Common Shares) | 3,198 | As of Feb 28, 2025; <1% of shares outstanding; excludes NQDC shares. |
| Ownership % of Outstanding | <1% | Based on 43,435,557 shares outstanding. |
| Deferred Units (Director) | 25,484 | As of Dec 31, 2024. |
| Unvested RSUs | 3,353 | As of Dec 31, 2024. |
| Dividend Equivalents (2024) | $14,519 | Paid in cash value. |
| Stock Ownership Guideline | 5× annual Board cash retainer | Directors must hold 75% of shares from equity grants until guideline met; all non-employee directors in compliance or retention. |
| Anti-Hedging/Pledging | Prohibited | Applies to employees, officers and directors. |
Fixed Compensation (Detail – 2024 Director Compensation Table)
| Component | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $175,000 |
| Stock Award (Grant-Date Fair Value) | $200,000 |
| All Other Compensation | $14,519 |
| Total | $389,519 |
Performance Compensation (Metric Details for Directors)
| Metric | Target/Structure | Actuals/Terms |
|---|---|---|
| Annual Director RSU Value (Chair) | $200,000 grant value | Granted June 11, 2024; 3,341 RSUs at $59.85; vest May 20, 2025. |
| Deferral Election (NQDC) | Up to 100% of RSUs and cash retainer | McNally deferred 100% of RSUs into NQDC in 2024. |
| Dividend Equivalents | Cash value paid on deferred/unvested units | $14,519 to McNally in 2024. |
Directors’ RSUs are time-based; no performance metrics (e.g., EBITDA/TSR targets) apply to non-employee director equity grants. Executive LTI metrics (for NEOs) include Relative TSR and Capital Efficiency RONA; these are not applicable to director compensation.
Say-on-Pay & Shareholder Feedback
| Item | Result/Status |
|---|---|
| 2023 Say-on-Pay approval | ~83% of votes cast approved NEO compensation; Board holds annual Say-on-Pay and considers outcomes in program design. |
| 2025 Say-on-Pay proposal | Board recommends “FOR” approval. |
Governance Assessment
- Board effectiveness and independence: McNally’s status as independent chair enhances oversight and management accountability; he sets agendas and leads executive sessions—consistent with best-practice separation of chair and CEO roles.
- Engagement and attendance: Board met five times in 2024; directors met ≥75% attendance thresholds; full attendance at the 2024 annual meeting—supportive of board engagement.
- Alignment and incentives: Director pay mix skews toward equity with annual RSUs; McNally elected full deferral of RSUs, strengthening long-term alignment. Stock ownership guideline at 5× cash retainer with mandatory retention until compliant; anti-hedging and anti-pledging policies in place.
- Conflicts/related-party: Granite maintains robust related-person transaction policies with Audit/Compliance Committee oversight and pre-approval thresholds; our search found no disclosed related-party transactions involving McNally in the retrieved proxy sections.
- RED FLAGS: None observed—no meeting fees (reduces per-meeting pay bias), independent chair role, compliance with stock ownership guidelines, prohibition on hedging/pledging, and no disclosed related-party transactions tied to McNally in retrieved materials.