Bradley Favreau
MYR GROUPAbout Bradley T. Favreau
Bradley T. Favreau, age 41, has served on MYR Group’s board since 2016 and is an independent director. He is a Partner at Engine Capital Management, an investment manager focused on value-oriented special situations, and holds an MBA from Columbia Business School and a BS from Indiana University’s Kelley School of Business. His board biography highlights financial, operational, and risk oversight expertise, with prior roles at Apax Partners and UBS M&A, and consulting experience at HUSCO International. He currently sits on MYRG’s Compensation and NESG committees and maintains 100% meeting attendance.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RDM Corporation | Director; Audit Committee member | 2015–2017 | Added audit and risk oversight perspective from payments/e-commerce sector |
| HUSCO International | Consultant (supply chain improvement initiatives) | 2011 | Process improvement focus for manufacturing operations |
| Apax Partners | Investment professional | Not disclosed | Private equity investment experience |
| UBS AG | M&A group (investment banking) | Not disclosed | Transactional and capital markets experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| American Outdoor Brands, Inc. | Director | Since 2022 | Compensation Committee |
Board Governance
- Committee assignments: Compensation Committee member and NESG Committee member; not an Audit Committee member. The board’s standing committees are 100% independent; Favreau’s meeting attendance was 100% in 2024.
- Independence: Board affirmatively determined Favreau is independent under Nasdaq rules.
- Executive sessions: Independent directors meet at least twice per year in executive session.
- Board leadership: Independent Chair; separate Chair and CEO roles; no lead independent director because the Chair is independent.
- Overboarding policy: Directors limited to serving on ≤3 other public boards; all current directors are compliant.
| Election Outcome (2025 Annual Meeting) | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Bradley T. Favreau (Class III, 1-year term) | 12,034,642 | 1,159,788 | 2,723 | 683,568 |
Fixed Compensation
- Structure: Annual director cash retainer $80,000; Board Chair +$50,000; Committee Chair retainers: Audit $20,000, Compensation $15,000, NESG $12,500; meeting fees may apply for meetings beyond those included in the retainer. Annual equity grant $110,000 in time-based RSUs; Board Chair +$50,000 RSUs.
| Director Compensation (USD) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $80,000 | $80,000 |
| Stock Awards (grant-date fair value) | $109,879 | $109,953 |
| Total | $189,879 | $189,953 |
| RSUs Granted (units; vest 1-year) | 877 (Apr 20, 2023) | 668 (Apr 24, 2024) |
Performance Compensation
- Favreau’s director equity is time-based RSUs; no performance-conditioned awards (no TSR/ROIC PSUs or options for directors). RSUs vest fully after one year.
| Equity Award Details | Grant Date | Instrument | Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual director grant | Apr 24, 2024 | RSUs | 668 | $109,953 | 100% after 1 year |
| Annual director grant | Apr 20, 2023 | RSUs | 877 | $109,879 | 100% after 1 year |
Other Directorships & Interlocks
- American Outdoor Brands, Inc. (Compensation Committee). No disclosed related-party transactions at MYRG involving Favreau; independence affirmed.
Expertise & Qualifications
- Financial and operational expertise from investment management and prior PE/M&A roles; audit committee experience at RDM; supply chain improvement experience at HUSCO. Board notes his contribution to capital allocation and risk oversight as valuable to Compensation and NESG work.
Equity Ownership
- Director stock ownership guidelines: minimum 4× annual cash retainer within 5 years; retention of vested shares until guideline met; hedging, pledging, margin accounts, and short-selling prohibited.
| Ownership Alignment (Guideline 4× retainer) | 2024 | 2025 |
|---|---|---|
| Share Ownership (for guidelines) | 11,702 | 13,375 |
| Value of Share Ownership (guideline method) | $1,832,884 | $2,421,143 |
| Current Ownership Multiple | 22.9× | 30.3× |
| Hedging/Pledging Status | Prohibited by policy | Prohibited by policy |
Insider trading activity:
| Date | Type | Shares | Price | Beneficial Shares After | Source |
|---|---|---|---|---|---|
| 2024-08-27 | Open-market purchase (P) | 1,005 | $99.70 | 12,707 (Direct) | |
| 2025-03-05 | Form 4 filed (details available via SEC filing) | — | — | — |
Governance Assessment
- Committee effectiveness: Favreau’s dual service on Compensation and NESG aligns with his investment and risk oversight background; committees are fully independent, with recent refresh of Compensation Committee chair (Shirin S. O’Connor effective Feb 19, 2025).
- Attendance and engagement: 100% attendance; board and committees conduct annual self-evaluations; independent executive sessions held.
- Pay-for-performance posture: Director pay mix is balanced (cash + time-based RSUs near market median); Mercer is engaged directly by the Compensation Committee with independence affirmed; no tax gross-ups; robust clawback policy for executive incentive compensation.
- Ownership alignment: Favreau significantly exceeds 4× retainer guideline (30.3× in 2025), and policies prohibit hedging/pledging, supporting shareholder alignment.
- Conflicts and related-party: No related-party transactions disclosed for Favreau; independence reaffirmed; insider purchase in 2024 adds positive signal; no pledging.
RED FLAGS
- None disclosed specific to Favreau: no related-party transactions, no attendance issues, no hedging/pledging, and independence affirmed.
Implication for investors: Favreau’s governance profile (independent status, strong attendance, high ownership, and service on Compensation/NESG) supports board effectiveness and alignment, with no apparent conflicts; his background suggests value in capital allocation oversight during industry and macro cycles.