Aurelie Richard
MYR GROUPAbout Aurelie Richard
Aurelie P. Richard was appointed to MYR Group’s Board on August 26, 2025, filling a vacancy and serving on the Audit Committee; she will stand for election at the 2026 Annual Meeting . She has 30+ years in finance and management, currently serving as Chief Financial and Strategy Officer at S&C Electric Company, with prior leadership roles at Schneider Electric and Ernst & Young . She holds an undergraduate degree in accounting and finance, is a CPA, has an MBA from EM Lyon Business School, and a Northwestern University certification in Science in Learning and Organizational Change; she was a 2024 Women MAKE Awards honoree . Per board policy, standing committees (including Audit) are composed entirely of independent directors, aligning her Audit appointment with independence status .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schneider Electric | Leadership positions (finance/management) | Not disclosed | Developed expertise in energy management, electrical distribution systems, performance contracting, industrial automation |
| Ernst & Young | Leadership positions | Not disclosed | Finance and management experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| S&C Electric Company (private) | Chief Financial and Strategy Officer; prior executive roles in Finance, Strategy, HR | Current | Sector-relevant expertise; not a public company directorship |
Board Governance
- Committee assignments: Audit Committee member (appointed August 26, 2025) .
- Independence and committee composition: All Audit, Compensation, and NESG members are independent directors under board policy .
- Board leadership: Independent Board Chair is Kenneth M. Hartwick; he serves on the Audit Committee and has 100% attendance disclosed for 2024 .
- Meeting cadence and attendance benchmarking: In 2024, Board held 4 meetings; Audit 4; Compensation 4; NESG 3; aggregate director attendance was 100% (Richard joined in 2025; her 2024 attendance not applicable) .
- Executive sessions: Regular executive sessions without management are part of governance practices .
- Indemnification: Company will enter into its standard director indemnification agreement with Ms. Richard .
- Term: Appointed to serve until the 2026 Annual Meeting and will stand for election then .
Fixed Compensation
Non-employee director compensation program (2024 levels; Richard will participate in the program described in the 2025 Proxy):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Includes seven in-person Board meetings and up to ten telephonic Board meetings |
| Board Chair cash retainer | $50,000 | Additional to annual retainer |
| Audit Committee Chair | $20,000 | Additional to annual retainer |
| Compensation Committee Chair | $15,000 | Additional to annual retainer |
| NESG Committee Chair | $12,500 | Additional to annual retainer |
| Additional meeting fees (beyond meetings included in retainer) | $2,000 in-person; $1,000 telephonic | Per additional meeting |
| Reimbursement | Reasonable costs/expenses for attendance | Policy detail |
| Program participation (Richard) | Per 2025 Proxy pages 24–25 | She will participate in this program |
Performance Compensation
Director equity awards are time-based RSUs; directors do not receive performance-based equity. Standard grant structure (2024 awards, indicative of design):
| Grant Type | Grant Date | RSUs (#) | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Standard non-employee director RSU | April 24, 2024 | 668 | One-year cliff vest | $109,953 |
| Board Chair additional RSU | April 24, 2024 | 972 | One-year cliff vest | $159,991 |
| Annual equity design | N/A | N/A | Time-based | Annual equity award targeted at $110,000 in RSUs; Board Chair additional $50,000 in RSUs |
Notes:
- Equity grant practices: Annual equity granted in Q1; timing not based on MNPI; no stock options were granted in 2024 .
- Richard will participate in the non-employee director equity program as described; any pro-rated or future grants for her appointment have not been disclosed .
Other Directorships & Interlocks
| Company | Public? | Role | Committees |
|---|---|---|---|
| None disclosed | — | — | — |
- The 8-K and press release disclose no other public company board service for Ms. Richard .
- Overboarding policy: Directors should serve on no more than three other public company boards; all current directors comply (contextual oversight) .
Expertise & Qualifications
- Finance and strategy leadership across energy and industrial sectors; expertise in energy management, electrical distribution systems, performance contracting, industrial automation .
- CPA; MBA (EM Lyon); certification in Science in Learning and Organizational Change (Northwestern) .
- Recognized as 2024 Women MAKE Awards honoree .
Equity Ownership
- Director stock ownership guidelines: Non-employee directors must hold shares valued at ≥4x the annual cash retainer within five years of appointment; retention requirements apply until the guideline is met .
- Trading restrictions: Directors are prohibited from hedging, maintaining margin accounts, pledging shares, or short-selling MYRG securities; trades are restricted to window periods and require pre-clearance .
- Individual ownership for Ms. Richard is not yet disclosed (appointed August 2025; the latest ownership table covers directors as of February 28, 2025) .
Governance Assessment
- Independence and committee role: Appointment directly to the Audit Committee, combined with the company’s policy that committees comprise only independent directors, supports independence status and a governance-centric role focused on financial oversight—positive for investor confidence .
- Conflicts and related-party exposure: The company states she has no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S‑K; standard indemnification will be executed—no related-party red flags at appointment .
- Compensation alignment: Cash/equity mix consistent with peer-informed policy; time-based RSUs and stringent ownership and retention guidelines, plus anti-hedging/pledging policy, provide alignment and risk controls .
- Attendance and engagement: Board’s 2024 attendance benchmark was strong (100% aggregate), though Ms. Richard joined in 2025—future proxies will provide her attendance metrics .
- RED FLAGS: None disclosed at appointment; note potential industry overlap given S&C Electric’s sector proximity, but MYRG explicitly reports no related-party transactions involving Ms. Richard under Item 404(a). Continue monitoring for any supplier/customer interactions that could create perceived conflicts; current disclosures are clean .