Ajoy Karna
MYR GROUPAbout Ajoy Karna
Ajoy H. Karna (age 58) is an independent director of MYR Group, serving since 2022 and currently a member of the Audit Committee; he is designated an SEC “audit committee financial expert.” He holds a finance degree from Georgetown University and an MBA from Northwestern University, and brings 35+ years of finance, strategy, treasury, supply chain, and M&A experience across Covetrus (EVP/CFO 2022–2024), Sysco, PepsiCo, and Quaker Oats .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Covetrus, Inc. | Executive Vice President & Chief Financial Officer | 2022–2024 | Led finance and strategy at global animal-health tech/services company; senior public-company CFO experience strengthens audit oversight . |
| Sysco Corporation | Senior VP Treasury, M&A & Corporate Finance; Senior VP Finance; Senior VP & CEO Foodservice Europe; Senior VP Strategy & CFO International | 2012–2022 | Deep treasury, supply chain, international operations, and M&A experience relevant to risk and audit matters . |
| PepsiCo, Inc. (and subsidiaries) | Senior Vice President, Mergers & Acquisitions | Prior to Sysco | Large-cap M&A and corporate finance perspective . |
| Quaker Oats Company | Finance roles of increasing responsibility | Prior to PepsiCo | Foundational finance and controls experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None | — | — | No current public company directorships disclosed . |
Board Governance
- Independence: The Board affirmatively determined Karna is independent under Nasdaq standards; all standing committees comprise only independent directors .
- Committee assignments: Audit Committee member (not Chair); the Audit Committee includes Karna, Hartwick, and Chair Lowry .
- Audit committee financial expert: The Board determined Karna qualifies as an “audit committee financial expert” under SEC regulations .
- Attendance and engagement: Karna’s meeting attendance was 100%; in 2024, Board held 4 meetings, Audit 4, Compensation 4, NESG 3; overall aggregate attendance was 100% .
- Executive sessions: Independent directors meet in executive session at least twice per year .
- Risk oversight: Audit Committee oversees financial reporting, internal controls (including IT and cybersecurity), compliance, auditor independence, and pre-approves audit services .
- Overboarding policy: Directors limited to no more than three other public-company boards absent Board determination; all current directors compliant .
Fixed Compensation
Director compensation for Ajoy Karna:
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | RSUs Granted (#) | Grant Date | Vesting |
|---|---|---|---|---|---|---|
| 2024 | 80,000 | 109,953 | 189,953 | 668 | Apr 24, 2024 | One-year, time-based |
| 2023 | 80,000 | 109,879 | 189,879 | 877 | Apr 20, 2023 | One-year, time-based |
Notes:
- Non-employee director compensation program targets median of peers; annual cash retainer $80,000; Board Chair and committee chair retainers (not applicable to Karna); annual equity $110,000 in RSUs; no meeting fees beyond included meetings; no changes to program in 2024 vs 2023 .
- Directors may elect to receive 10–60% of cash retainer in stock, but no director elected to receive stock in 2024 or 2023 .
Performance Compensation
Director equity is time-based RSUs; no performance metrics are tied to director compensation.
| Award Type | Grant Date | Shares | Fair Value ($) | Vesting Schedule | Performance Metric | Payout Curve |
|---|---|---|---|---|---|---|
| RSU (time-based) | Apr 24, 2024 | 668 | 109,953 | Vests at end of 1 year | None (time-based only) | N/A |
| RSU (time-based) | Apr 20, 2023 | 877 | 109,879 | Vests at end of 1 year | None (time-based only) | N/A |
Other Directorships & Interlocks
| Company | Role | Interlock/Relationship | Potential Conflict |
|---|---|---|---|
| None | — | — | None disclosed; no other public boards . |
Expertise & Qualifications
- Financial, strategic, treasury, M&A, supply chain, and international operations expertise from Covetrus, Sysco, PepsiCo, and Quaker Oats; strengthens audit oversight and risk management .
- SEC “audit committee financial expert” designation reflects deep literacy in financial reporting and controls .
- Education: B.S. in Finance (Georgetown University) and MBA (Northwestern University) .
Equity Ownership
| As of Date | Common Stock | RSUs (vestable within 60 days) | Total Beneficial Ownership | % of Shares Outstanding | Ownership Guideline | Current Ownership Multiple | Pledged/Hedged |
|---|---|---|---|---|---|---|---|
| Feb 28, 2025 | 2,302 | 668 | 2,970 | <1% | 4x annual cash retainer | 6.7x | None; policy prohibits hedging/pledging |
Additional detail:
- Unvested RSUs held as of Dec 31, 2024: 668 .
- Trading restrictions prohibit hedging, short-selling, margining, and pledging; pre-clearance required and window periods enforced .
Insider Trades (Form 4 filings)
| Filing Date | Period of Report | Description | Security/Transaction | Shares | Source |
|---|---|---|---|---|---|
| Apr 24, 2023 | Apr 20, 2023 | Initial Form 4 reflecting RSU grant under 2017 LTIP | RSU grant | 877 (proxy-disclosed award count) | |
| Apr 22, 2024 | Apr 20, 2024 | Form 4 reporting vesting of prior-year RSUs | RSU vest | 877 (vests one year post grant) | |
| Apr 26, 2024 | Apr 24, 2024 | Form 4 reporting annual RSU grant | RSU grant | 668 (proxy-disclosed award count) | |
| Apr 28, 2025 | Apr 24, 2025 | Form 4 reflecting RSU transaction related to 4/24/2024 award | RSU vest/settlement | 668 (vests one year post grant) |
Note: Specific share counts for grants are disclosed in the proxy; Form 4 links confirm filing events and vesting context.
Governance Assessment
- Strengths: Independence, 100% attendance, and audit committee financial expert designation support board effectiveness; no related-party transactions involving Karna disclosed; ownership aligns with guidelines at 6.7x retainer; insider trading policy prohibits hedging/pledging, enhancing alignment .
- Compensation alignment: Director pay uses a balanced cash retainer plus time-based RSUs; no options; program consistent across 2023–2024, targeted near peer median; no discretionary or performance-linked director awards that could bias oversight .
- Conflicts and interlocks: No other public-company boards for Karna; no disclosed related-party transactions; compliant with overboarding policy—reduces conflict risk .
- Risk indicators: None noted specific to Karna; Audit Committee oversight of cybersecurity/internal controls and strict auditor pre-approvals mitigate financial reporting risks .
RED FLAGS
- None identified for Karna: no hedging/pledging, no related-party transactions, no attendance issues, no overboarding concerns .
Board Governance (Program Context)
- The Compensation Committee engages Mercer as independent consultant; the Committee reviewed adviser independence and found no conflicts; director compensation remained unchanged in 2024 and targets peer median .