Jennifer Lowry
MYR GROUPAbout Jennifer E. Lowry
Independent director since 2018; age 56. Chair of the Audit Committee and designated audit committee financial expert. Career finance/strategy leader in power and industrials; education includes BA/BE in electrical engineering from Dartmouth and a Masters in Management from Kellogg; NACD Directorship Certified. Current external public boards: Clearway Energy, Inc. (chair, Energy Risk Management Committee) and TPI Composites, Inc. (audit committee chair as of Jan 2025); prior board service at Electriq Power Holdings, Inc. (Aug 2023–May 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McCormick & Company, Inc. | Vice President, Risk, Treasury & Corporate Finance | 2016–2021 | Led risk, treasury, corporate finance functions |
| Exelon Corporation | SVP, Generation Company Strategy | 2012–2016 | Strategy leadership in generation business |
| Constellation Energy Group, Inc. | Treasurer & Vice President | 2012–2016 | Treasury leadership; governance committees participation |
| Cogentrix Energy Group, Inc.; The AES Corporation | Executive roles in Treasury, Corporate Finance, Project Development | Prior to 2012 | Finance/project development across power assets |
External Roles
| Company | Role | Start | Committee Positions |
|---|---|---|---|
| Clearway Energy, Inc. | Director | Feb 2022 | Chair, Energy Risk Management Committee |
| TPI Composites, Inc. | Director | Nov 2024 | Chair, Audit Committee (Jan 2025) |
| Electriq Power Holdings, Inc. | Director | Aug 2023–May 2024 | — |
Board Governance
- Independence: Board affirmed Lowry is independent under Nasdaq standards .
- Committee assignments: Audit Committee Chair; not on Compensation or NESG committees .
- Financial expert: Lowry qualifies as an audit committee financial expert; Audit Committee is fully independent .
- Attendance: 100% attendance in 2024 for Board and assigned committees; Board held 4 meetings; Audit held 4 .
- Governance policies: Anti-hedging/pledging; director overboarding cap of three other public boards—current directors in compliance; executive sessions held; majority voting; stock ownership guidelines for directors .
Fixed Compensation
| Component | 2024 Structure | Source |
|---|---|---|
| Annual Board retainer (cash) | $80,000 | |
| Board Chair retainer (cash) | +$50,000 | |
| Committee Chair retainers | Audit: +$20,000; Compensation: +$15,000; NESG: +$12,500 | |
| Equity (RSUs) | $110,000 annually (time-based RSUs); +$50,000 RSUs for Board Chair | |
| Meeting fees beyond included quota | $2,000 in-person; $1,000 telephonic |
| Director | 2024 Cash Fees ($) | 2024 Stock Awards ($) | RSUs Granted (#) | Grant Date | Vesting | Total ($) |
|---|---|---|---|---|---|---|
| Jennifer E. Lowry | 100,000 (incl. $20,000 Audit Chair) | 109,953 | 668 | Apr 24, 2024 | 1-year cliff | 209,953 |
Performance Compensation
- Non-employee director equity awards are time-based RSUs; no director-specific performance metrics disclosed for equity vesting .
- Company incentive design (Compensation Committee oversight context): 2024 MIP used corporate pre-tax income and safety metrics; no financial payout due to sub-threshold pre-tax income, but safety metrics above target triggered payouts for executives (not directors) .
| 2024 MIP Metric | Threshold | Target | Maximum | 2024 Actual |
|---|---|---|---|---|
| Pre-tax Income ($000) | 97,885 | 133,833 | 193,728 | 46,493 |
| Total Case Incident Rate | 1.55 | 1.16 | 0.77 | 0.78 |
| Lost Time Incident Rate | 0.19 | 0.14 | 0.09 | 0.10 |
Other Directorships & Interlocks
| Company | Sector Link to MYRG | Potential Interlock/Conflict Notes |
|---|---|---|
| Clearway Energy, Inc. | Renewable asset owner—potential customer for T&D/substation projects | No related-party transactions involving Lowry disclosed . Overboarding policy compliance . |
| TPI Composites, Inc. | Wind component manufacturing (supplier to OEMs) | No disclosed transactions with MYRG; Lowry chairs audit there . |
| Electriq Power Holdings, Inc. (prior) | Distributed energy storage | No disclosed related-party exposure with MYRG . |
Expertise & Qualifications
- Electrical engineering training (BA/BE), Kellogg Masters in Management—technical and financial depth .
- Senior roles in risk, treasury, strategy across utilities and global industrials; NACD certification .
- Audit committee leadership and financial expert designation; cyber, controls, and external auditor oversight per charter .
Equity Ownership
| Measure | Value |
|---|---|
| Common shares beneficially owned (Feb 28, 2025) | 9,991 |
| RSUs vesting within 60 days (Feb 28, 2025) | 668 |
| Total beneficial ownership | 10,659 |
| Ownership % of outstanding | <1% (0.07%) |
| Stock ownership guideline | 4× annual cash retainer; retention required until met |
| Current ownership multiple | 24.1× (value $1,929,492) |
| Shares pledged as collateral | None disclosed; hedging/pledging prohibited |
Insider Trades
| Date | Form | Transaction | Shares | Price/Notes | Source |
|---|---|---|---|---|---|
| Mar 7–9, 2023 | Form 4 | Sale (open market; multiple tranches) | 2,000 | Weighted-average disclosures across 4 transactions | |
| Apr 24, 2025 | Form 4 | Statement of changes in beneficial ownership (details in filing) | — | Director reporting |
Note: Insider trading is subject to pre-clearance and window policies; hedging/pledging prohibited .
Governance Assessment
- Strengths: Independent status; Audit Committee Chair and financial expert; 100% attendance; strong domain expertise in energy/industrial finance; exceeds stock ownership guideline by a wide margin; subject to robust anti-hedging/pledging and majority voting policies .
- Compensation oversight context: Company’s pay-for-performance design evidenced by 2024 MIP outcomes; high 2024 say-on-pay approval (>94%) supports investor confidence in governance of compensation programs (committee-led) .
- Conflicts/related-party: No Lowry-related party transactions disclosed; policy requires Audit Committee pre-approval of any RPTs; only Egan family employment noted and reviewed/approved, not related to Lowry .
- Risk indicators: No legal proceedings, pledging, or hedging issues disclosed; overboarding compliance maintained; executive sessions and regular risk oversight processes in place .