Don Egan
MYR GROUPAbout Don Egan
Senior Vice President and Chief Operating Officer – Commercial & Industrial (COO–C&I) at MYR Group; appointed May 1, 2023, and included among MYR’s named executive officers for 2024 and 2023 . Company performance context during his tenure: revenues fell to $3.36B in 2024 (from $3.64B in 2023) and net income declined to $30.3M (from $91.0M), with backlog increasing to $2.58B (from $2.51B) . Long-term incentive performance outcomes tied to ROIC and TSR: the 2022 ROIC performance shares paid at 100.1% and TSR ranked at the 38th percentile (64% of target shares earned) . Education and age are not disclosed in the proxy.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MYR Group Inc. | Senior Vice President & COO – Commercial & Industrial (appointed May 1, 2023) | 2023–present | Oversees C&I segment operations per NEO designation |
External Roles
No external directorships or outside roles are disclosed for Don Egan in the proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $390,000 | $420,000 |
| Target Bonus (% of Base) | 70% total at target (49% pre-tax income; 10.5% TCIR; 10.5% LTIR) | 75% total at target (52.5% pre-tax income; 11.3% TCIR; 11.3% LTIR) |
| Actual MIP Cash ($) | $292,356 | $200,548 |
| All Other Compensation ($) | $44,135 | $51,600 |
Notes:
- 2024 financial metric (pre-tax income) missed threshold; safety metrics exceeded targets; Egan’s MIP was driven by safety goals and an individual adjustment .
- The CD&A states 2024 profit sharing threshold was not met (no profit sharing contributions awarded) .
Performance Compensation
Annual Incentive (MIP) – Design and 2024 Results
| Metric | Weighting | Threshold | Target | Maximum | 2024 Actual | Payout Driver |
|---|---|---|---|---|---|---|
| Pre-tax Income ($000) | 52.5% | 97,885 | 133,833 | 193,728 | 46,493 | Below threshold → no payout |
| Total Case Incident Rate (TCIR) | 11.3% | 1.55 | 1.16 | 0.77 | 0.78 | Above target; near maximum |
| Lost Time Incident Rate (LTIR) | 11.3% | 0.19 | 0.14 | 0.09 | 0.10 | Above target; near maximum |
| 2024 MIP outcome (Egan) | — | — | — | — | $174,390 safety + $26,158 individual adj. | Total $200,548 |
Long-Term Incentives (LTIP) – Grant Mix, Vesting, and Metrics
| Grant Component | 2023 Grant (Target) | 2024 Grant (Target) | Vesting Schedule | Performance Metric(s) / Mechanics |
|---|---|---|---|---|
| RSUs – Shares (#) | 1,545 | 1,043 | Ratable over 3 years from grant date | Time-based (retention) |
| RSUs – Fair Value ($) | $179,946 | $179,938 | As above | Based on closing price at grant |
| ROIC PSUs – Shares (#) | 1,159 | 1,043 | Cliff vest at 12/31/2025 (2023 grant) and 12/31/2026 (2024 grant), if earned | ROIC over 3-year period; payout 0–200% of target; weighted annually and for 3-year avg |
| ROIC PSUs – Fair Value ($) | $134,989 | $179,938 | As above | Target valued at grant-date price; performance linear interpolation |
| TSR PSUs – Shares (#) | 1,636 | 1,492 | Cliff vest at 12/31/2025 (2023 grant) and 12/31/2026 (2024 grant), if earned | Relative TSR vs peer group; payout 0–200% of target (25th–75th percentile mapping) |
| TSR PSUs – Fair Value ($) | $134,970 | $179,950 | As above | Monte Carlo fair value ($165.00 in 2023; $241.22 in 2024) |
| ESG PSUs – Shares (#) | — | 694 | Cliff vest at 12/31/2026, if earned | Relative ISS ESG composite vs peers; payout 0–200% (25th–75th percentile) |
| ESG PSUs – Fair Value ($) | — | $59,864 | As above | Valued at grant-date price; performance linear interpolation |
Selected performance outcomes for outstanding awards:
- 2022 ROIC PSUs: aggregate payout 100.1% (above target but below maximum) .
- 2022 TSR PSUs: 38th percentile → 64.0% of target earned .
Equity Ownership & Alignment
| Ownership Measure | Value |
|---|---|
| Beneficial Ownership (Common + RSUs within 60 days) | 9,015 shares (7,917 common; 1,098 RSUs), <1% of outstanding; no pledges |
| Stock Ownership Guideline Compliance | Guideline: 3× base salary; Egan multiple 3.9× (meets/exceeds) |
| Hedging/Pledging Policy | Hedging, short-selling, margin accounts, and pledging prohibited; pre-clearance and trading windows required |
| Outstanding Unvested RSUs (Market Value @ $148.77 on 12/31/2024) | 2022: 235 ($34,961); 2023: 1,030 ($153,233); 2024: 1,043 ($155,167) |
| Outstanding Unearned PSUs (Max counts and payout value basis) | 2023 PSUs: 3,954 (payout value $588,237); 2024 PSUs: 4,272 (payout value $635,545) |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | Effective May 2023 for COO–C&I; auto-renews annually |
| Severance (no CIC) | Lump-sum 2×(base salary + target annual incentive) + 2 years benefits continuation; restrictive covenants; no excise tax gross-ups |
| Change-in-Control (Double Trigger) | Lump-sum 3×(base salary + target annual incentive) + 2 years benefits continuation; equity acceleration per award terms; no excise tax gross-ups |
| Cause/Good Reason | Defined in agreement (incl. material breach, certain crimes, failure to follow directives; salary/role reduction, relocation >50 miles, material breach) |
| Non-Compete/Non-Solicit/Confidentiality | Non-compete and non-solicit during employment and 1 year post-termination; confidentiality enduring |
| Clawback | Executive officer clawback policy per Nasdaq listing standards |
Illustrative potential payments (as of 12/31/2024):
- Termination without cause/for good reason: Total $1,761,597 (severance $1,470,000; welfare $37,656; accelerated equity $253,941) .
- Double-trigger change-in-control: Total $3,197,908 (severance $2,205,000; welfare $37,656; accelerated equity $955,252) .
Compensation Structure and Trends
- Mix shift toward performance-based equity: 2024 LTIP grants were ~70% performance shares (30% ROIC, 30% TSR, 10% ESG) and ~30% RSUs vs 2023’s 60% performance shares and 40% RSUs, increasing pay-for-performance linkage .
- Peer benchmarking: MYR targets competitiveness to peer medians; 2024 other NEOs’ target total direct compensation averaged $1,436K vs peer median $1,272K (context for overall program level) .
- Strong shareholder support: Say-on-Pay approval >94% in 2024 .
Related Party Transactions and Governance
- Family employment: Sturgeon Electric employs Ron Egan (brother; ~$133K total comp), Joshua Egan (son; ~$151K), and Seth Egan (son; ~$146K) in 2024; all reviewed/approved by the Audit Committee per RPT policy .
- Governance safeguards: Independent Compensation Committee, anti-hedging/pledging policy, clawback, no option repricing without shareholder approval, and no excise tax gross-ups .
Investment Implications
- Alignment and retention: Egan meets/exceeds stock ownership requirements (3.9× vs 3×), with prohibited hedging/pledging and share retention rules—reducing misalignment and near-term selling pressure risk .
- Performance linkage and variability: A higher share of performance-based equity (ROIC/TSR/ESG) increases sensitivity to multi-year outcomes; 2024 cash bonus fell due to financial underperformance, with safety outperformance cushioning payouts .
- Governance watchpoints: Multiple family members at a subsidiary warrant ongoing monitoring despite Audit Committee oversight; overall compensation practices retain strong shareholder support and standard investor protections (no gross-ups, clawback, anti-pledging) .