Brian Stern
MYR GROUPAbout Brian Stern
Brian K. Stern is Senior Vice President and Chief Operating Officer – Transmission & Distribution (T&D) at MYR Group, appointed effective March 1, 2024; he was 53 at appointment and has 19 years of combined service with MYR Group and subsidiaries, previously serving as Group Vice President, T&D since January 2017 and leading several subsidiaries . Company performance through FY2024 included revenues of $3.36B (down 7.7% YoY), EBITDA $112.4M*, and net income $30.3M, reflecting a challenging year; 2022 TSR performance ranked at the 38th percentile leading to a 64% payout of 2022 TSR performance shares * . Stern’s pay program is tightly tied to safety and financial performance (MIP) and long-term ROIC/relative TSR/ESG metrics (LTIP), with clawbacks, anti-hedging/pledging, and ownership requirements reinforcing alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MYR Group | Group Vice President, Transmission & Distribution | 2017–2024 | Led T&D operations; extensive experience leading several subsidiaries |
| MYR Group subsidiaries | Leadership roles | Pre-2017 | Led operating subsidiaries across T&D markets |
Fixed Compensation
| Item | FY 2024 | Notes |
|---|---|---|
| Base Salary (annual set) | $450,000 | Set with appointment as COO–T&D |
| Paid Salary | $451,923 | As reported in Summary Compensation Table |
| Target Bonus % (MIP) | 75% of salary | Applies to CFO and Messrs. Egan, Fry, Stern |
| Actual MIP Payout | $215,495 | Comprised of safety payout $187,387 + individual adjustment $28,108; no financial payout |
Perquisites and other compensation (FY 2024):
| Component | Amount |
|---|---|
| 401(k) Matching Contribution | $20,700 |
| Profit Sharing Contribution | $16,500 |
| Automobile and Other Travel Expenses | $14,400 |
| Total “All Other Compensation” | $51,600 |
Performance Compensation
2024 Management Incentive Plan (MIP) – metrics, weights, targets, actual, payout:
| Metric | Weighting (as % of base at target) | Threshold | Target | Maximum | Actual (2024) | Payout Impact |
|---|---|---|---|---|---|---|
| Pre-tax Income ($000) | 52.5% | 97,885 | 133,833 | 193,728 | 46,493 | No payout (below threshold) |
| Total Case Incident Rate | 11.3% | 1.55 | 1.16 | 0.77 | 0.78 | Above target; contributed to payout |
| Lost Time Incident Rate | 11.3% | 0.19 | 0.14 | 0.09 | 0.10 | Above target; contributed to payout |
| Individual Performance Adjustment | — | — | — | — | — | +$28,108 added |
2024 Long-Term Incentive Plan (LTIP) – grant mix, shares, fair value, vesting:
| Grant Type | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|
| RSUs | 03/22/2024 | — | 1,043 | — | 179,938 | Ratable over 3 years from 1st anniversary |
| ROIC Performance Shares | 03/22/2024 | 521 | 1,043 | 2,086 | 179,938 | 3-year performance; cliff vest 12/31/2026 |
| TSR Performance Shares | 03/22/2024 | 186 | 746 | 1,492 | 179,950 | Relative TSR vs peer group; vest 12/31/2026 |
| ESG Performance Shares | 03/22/2024 | 173 | 347 | 694 | 59,864 | Relative ESG vs peer group; vest 12/31/2026 |
| Total 2024 Equity Awards | — | — | — | — | 599,690 | As reported |
2022 performance shares vesting outcomes (vested in 2024):
| Award Type | Target (Shares) | Earned (Shares) | Award Value at Certification (2/19/2025) |
|---|---|---|---|
| ROIC Performance Shares | 453 | 453 | $61,187 |
| TSR Performance Shares | 303 | 193 | $26,069 |
Equity Ownership & Alignment
Beneficial ownership (as of record date Feb 28, 2025):
| Holder | Common Stock | RSUs vesting ≤60 days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Brian K. Stern | 2,227 | 835 | 3,062 | <1% |
Outstanding equity awards (as of 12/31/2024; market value at $148.77/share):
| Award | Grant Date | Unvested Units (#) | Market Value ($) | Performance Awards (Unearned #) | Payout Value ($) |
|---|---|---|---|---|---|
| RSUs | 03/23/2022 | 201 | $29,903 | — | — |
| RSUs | 03/23/2023 | 572 | $85,096 | — | — |
| RSUs | 03/22/2024 | 1,043 | $155,167 | — | — |
| Performance Shares | 03/23/2023 | — | — | 2,194 | $326,401 |
| Performance Shares | 03/22/2024 | — | — | 4,272 | $635,545 |
Ownership guidelines and compliance:
- Requirement: 3× base salary for NEOs; retention of net shares until guideline met .
- Stern ownership for guidelines: 3,136 equivalent shares; value $567,679; current multiple 1.3×; became subject in 2024; 5-year compliance window applies .
- Pledging/Hedging: Prohibited; none of Stern’s shares are pledged .
Employment Terms
| Term | Details |
|---|---|
| Appointment & Start Date | Appointed SVP & COO–T&D effective March 1, 2024; age 53 at appointment |
| Contract Term | Employment agreement effective March 1, 2024; auto-renews annually after initial term ending March 1, 2025 |
| Base Pay & Eligibility | Base salary $450,000; eligible for incentive, 401(k), profit sharing, retirement, welfare benefits like peers |
| Non-compete/Non-solicit | 1-year non-compete; non-solicit; confidentiality provisions |
| Severance (without Cause or for Good Reason) | Lump-sum 2× (base + target bonus) + 24 months COBRA; no excise tax gross-up |
| Change in Control (double trigger) | Lump-sum 3× (base + target bonus) + 24 months COBRA; accelerated vesting as provided by LTIP |
| Clawback | Executive officer clawback for erroneously awarded incentive comp upon restatement |
Potential payments upon termination (as of 12/31/2024):
| Scenario | Severance Pay | Welfare Benefits | Accelerated Equity | Total |
|---|---|---|---|---|
| Disability | — | $9,414 | $253,941 | $460,663 |
| Termination without Cause or for Good Reason | $1,575,000 | $37,656 | $253,941 | $1,866,597 |
| Termination without Cause or for Good Reason within 12 months of a Change in Control | $2,362,500 | $37,656 | $751,140 | $3,151,296 |
Related party transactions and other disclosures:
- No family relationships or related party transactions for Stern requiring disclosure; no arrangement/understanding for appointment .
Performance & Track Record (Company-level context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 3,008,542,000 | 3,643,905,000 | 3,362,290,000 |
| EBITDA ($) | 170,699,000* | 184,017,000* | 112,417,000* |
| Net Income ($) | 83,381,000 | 90,990,000 | 30,263,000 |
Values retrieved from S&P Global*.
Notes: FY2024 revenues declined 7.7% YoY; backlog increased to $2.58B; net income declined substantially vs FY2023, reflecting operational and margin pressures .
Compensation Structure, Peer Group, and Governance
- Pay-for-performance: MIP tied to pre-tax income and safety; LTIP split across RSUs (30%), ROIC (30%), TSR (30%), ESG (10%); payouts capped; clawback policy in place .
- 2024 Say-on-Pay approval: >94% support, indicating shareholder endorsement of program design .
- Executive compensation peer group (2024): ABM Industries, Ameresco, APi Group, Arcosa, Astec Industries, Clean Harbors, Comfort Systems USA, Dycom Industries, Enviri, Granite Construction, IES Holdings, Matrix Service, Oceaneering International, Primoris Services, Sterling Construction, Tetra Tech, Tutor Perini, Valmont Industries .
Investment Implications
- Alignment and retention: Strong safety outperformance led to MIP payout despite missing financial threshold; LTIP emphasizes ROIC/relative TSR/ESG with multi-year cliffs, supporting long-term alignment and retention .
- Ownership and selling pressure: Stern is early in role and at 1.3× ownership vs 3× guideline, with retention requirements on net shares until compliance—reducing near-term selling pressure; pledging/hedging prohibited (positive governance) .
- Change-of-control economics: Double-trigger severance (3× salary+bonus) plus accelerated equity creates balanced incentives to remain through potential transactions without single-trigger risks; no excise tax gross-ups (shareholder friendly) .
- Execution risk: Company’s FY2024 financial downturn (revenues and net income) raises execution focus for T&D under Stern; ROIC/TSR performance outcomes (e.g., 2022 TSR 38th percentile; 2024 ROIC component below minimum for that year) highlight variability—investors should monitor backlog conversion, segment margins, and safety metrics that drive incentive payouts .