Donald Lucky
MYR GROUPAbout Donald C.I. Lucky
Donald C.I. Lucky, KC, age 62, has served as an independent director of MYR Group Inc. since 2015; he chairs the Nominating, Environmental, Social, and Corporate Governance (NESG) Committee and serves on the Compensation Committee, with 100% meeting attendance in 2024 and no other current public company directorships disclosed . He is a construction attorney and Construction Practice Leader at Reynolds Mirth Richards & Farmer LLP (Canada), formerly Managing Partner; he taught Construction Law at the University of Alberta (2002–2015), holds B.Comm. and LL.B. from the University of Alberta and an LL.M. from the University of Cambridge, and was appointed King’s Counsel in 2024 . The Board affirms his independence under Nasdaq standards, and MYR’s committees are composed entirely of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reynolds Mirth Richards & Farmer LLP | Construction Practice Leader; previously Managing Partner | Since 1988 | Advised contractors/owners on major power projects (oil & gas, solar, wind, carbon capture), EPC megaprojects, and 100+ P3 infrastructure projects across Canada, U.S., Australia; appeared as counsel at all levels of Alberta and NWT courts; mediation/arbitration experience . |
| University of Alberta | Instructor, Construction Law | 2002–2015 | Academic contribution in construction law; industry recognitions; inducted into Canadian College of Construction Lawyers (2009) . |
External Roles
| Category | Organization | Role | Notes |
|---|---|---|---|
| Public company boards (current) | — | — | None disclosed . |
| Professional (law) | Reynolds Mirth Richards & Farmer LLP | Construction Practice Leader | Focus on construction/energy projects, P3s; cross-border experience . |
| Academic (prior) | University of Alberta | Instructor | Construction Law (2002–2015) . |
Board Governance
- Independence and roles: Independent director; NESG Chair; Compensation Committee member; not on Audit .
- Attendance: 2024 attendance 100% for Mr. Lucky; overall Board/committee aggregate attendance 100% (Board met 4x; Audit 4x; Compensation 4x; NESG 3x) .
- Board structure: Independent Chair separate from CEO; no Lead Independent Director needed because Chair is independent; all committees 100% independent .
- Executive sessions: Independent directors meet at least twice per year without management .
- Board refreshment and terms: Declassification approved in 2023; all directors to stand for annual elections beginning 2026; 15-year term limit and retirement age 72 policy in place .
- Overboarding policy: Max three other public company boards; all current directors compliant .
- Risk oversight: NESG oversees governance and ESG risks; Audit oversees financial/reporting/cyber; Compensation oversees compensation risk; committee chairs report to full Board .
Fixed Compensation (Director)
| Year | Cash Retainer and Fees ($) | Chair/Committee Fees ($) | Equity Grant ($) | Equity Type | Vesting | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 92,500 | Includes $12,500 NESG Chair fee | 109,953 | RSUs | 1-year vest; granted 4/24/2024 | 202,453 |
Program structure (2024): Annual Board retainer $80,000; Board Chair $50,000; Audit Chair $20,000; Compensation Chair $15,000; NESG Chair $12,500; annual director equity award $110,000 in time-based RSUs; Board Chair receives additional $50,000 in RSUs; meeting fee add-ons apply above retainer-included meetings .
Performance Compensation (Director Equity)
Directors receive time-based RSUs; there are no performance-conditioned metrics for director equity grants.
| Grant Date | Equity Type | Shares Granted | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 4/24/2024 | RSUs | 668 | 109,953 | Cliff vest after one year . |
Notes: As of 12/31/2024, Mr. Lucky held 668 unvested RSUs from the 2024 director grant .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed . |
Expertise & Qualifications
- Sector and project expertise: Decades advising EPC megaprojects and >100 P3s in energy and infrastructure across North America and Australia, bringing contractual risk and execution oversight directly relevant to MYRG’s end markets .
- Legal and governance credentials: KC (2024) with extensive mediation/arbitration experience; academic experience teaching construction law; strengthens board oversight of governance and ESG via NESG .
- Education: B.Comm., LL.B. (University of Alberta); LL.M. (University of Cambridge) .
Equity Ownership
| Metric | Value |
|---|---|
| Share ownership (for guideline purposes) | 19,314 shares |
| Value of share ownership | $3,496,220 (per guideline calc) |
| Stock ownership guideline | 4x annual cash retainer for directors |
| Current multiple vs. guideline | 43.7x |
| Unvested RSUs (12/31/2024) | 668 |
| Hedging/pledging | Prohibited by policy; pre-clearance and window restrictions apply |
Note: Ownership figures for guideline purposes may differ from SEC beneficial ownership reporting .
Governance Assessment
-
Positives
- Independence, committee leadership: Independent; NESG Chair; member of Compensation Committee—positions him to influence governance, ESG oversight, and pay practices .
- Engagement: 100% attendance; Board/committees met regularly; strong aggregate attendance (100%) .
- Alignment: Significant equity ownership (43.7x guideline) and annual equity in RSUs support long-term alignment; hedging/pledging prohibited .
- Governance quality: 100% independent committees; independent Chair; majority voting; declassification underway for 2026; robust RPT policy; strong say-on-pay (94%+ in 2024) .
-
Watch items / potential conflicts
- Related-party transactions: No related-party transactions disclosed involving Mr. Lucky; RPT section lists only employment of relatives of another executive and states Audit Committee review/approval per policy .
- Professional affiliation: Active law firm leadership in construction sector; no engagements with MYRG disclosed—continue monitoring RPT disclosures each proxy season .
Overall implication: Mr. Lucky brings deep construction law and project delivery expertise with strong attendance and independence, and displays high ownership alignment. Governance structures (independent committees, anti-hedging, declassification) and lack of disclosed conflicts support investor confidence, while continued monitoring for any future related-party interactions is prudent .