Kenneth Hartwick
MYR GROUPAbout Kenneth M. Hartwick
Kenneth M. Hartwick, age 62, has served on MYR Group’s Board since 2015 and is an independent director and current Chair of the Board. He is a seasoned energy and finance executive: former CEO (2019–2024) and CFO (2016–2019) of Ontario Power Generation, with prior roles as CFO of Wellspring Financial (2015–2016), CEO/CFO of Just Energy Group (ten years), CFO of Hydro One, and partner at Ernst & Young. He holds an Honors Business Administration degree from Trent University and is a Certified Public Accountant. Attendance is disclosed as 100% for the year, and he is a member of the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ontario Power Generation (OPG) | President & CEO | 2019–2024 | Led large provincial utility; transition support post-retirement |
| Ontario Power Generation (OPG) | SVP Finance, Strategy, Risk & CFO | 2016–2019 | Risk management and finance leadership |
| Wellspring Financial Corporation | Chief Financial Officer | 2015–2016 | Corporate finance oversight |
| Just Energy Group Inc. | Director, President & CEO; CFO | Ten years (dates not specified) | Financing arrangements for growth in NA/UK; sales expansion |
| Hydro One, Inc. | Chief Financial Officer | Not disclosed | Finance leadership at transmission utility |
| Ernst & Young LLP | Partner | Not disclosed | Audit/assurance and capital markets experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Via Renewables, Inc. | Director | 2014–2024 | Retail energy sector board service |
| Atlantic Power Corporation | Director | 2004–2016 | Power generation board service |
| Trent University | Board of Governors | 2014–2016 | Governance at alma mater |
| Current public company boards | None | N/A | N/A |
Board Governance
- Independence: Board determined Hartwick is independent under Nasdaq standards; Audit, Compensation, and NESG committees are fully independent .
- Committee assignments: Audit Committee member; not on Compensation or NESG; serves as Chair of the Board .
- Attendance and engagement: 2024 attendance 100% for Hartwick; overall Board/committee aggregate attendance 100% (Board 4, Audit 4, Compensation 4, NESG 3 meetings) .
- Executive sessions: Independent directors meet at least twice per year without management .
- Overboarding policy: Directors limited to boards of no more than three other public companies; all current directors in compliance .
- Board refreshment: General policy of no nomination after 15 years of service or age 72, subject to Board discretion .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 130,000 | Includes $50,000 for service as Board Chair |
| Stock Awards (RSUs) | 159,991 | 972 RSUs granted on April 24, 2024; one-year vesting |
| Total | 289,991 | Quarterly payment cadence began in April 2024 |
- Non-employee directors may elect to receive 10%–60% of annual cash retainer in stock; none elected stock in 2024 .
- Committee chair cash fees disclosed for other directors; Hartwick’s chair cash fee specifically noted at $50,000 .
Performance Compensation
| Metric/Condition | Applies to Director Compensation? | Details |
|---|---|---|
| Performance-based cash bonus | No | Not disclosed for non-employee directors |
| PSU/TSR/EBITDA-based equity | No | 2024 director awards are RSUs with time-based one-year vesting only |
- Clawback policy maintained for executive officers per Nasdaq standards; not explicitly applicable to directors’ RSU awards .
- Insider trading policy prohibits hedging, short-selling, margin holdings, or pledging by directors .
Other Directorships & Interlocks
| Type | Entity | Potential Interlock/Conflict |
|---|---|---|
| Current public boards | None | No interlocks disclosed |
| Prior energy boards | Via Renewables; Atlantic Power | No MYRG-related transactions disclosed |
- Related-party transactions policy administered by Audit Committee; 2024 disclosures concern employees related to COO Don Egan’s family, not Hartwick .
Expertise & Qualifications
- Finance and risk management: CEO/CFO across major energy companies; deep financing experience in North America/UK .
- Audit Committee experience: Brings leadership, risk management, strategic planning to Board and Audit Committee .
- Governance: Board Chair; prior multi-company board experience; CPA credential supports audit oversight .
Equity Ownership
| Beneficial Ownership (as of Feb 28, 2025) | Common Stock (#) | RSUs (#) | Total | % of Outstanding | Pledge Status |
|---|---|---|---|---|---|
| Kenneth M. Hartwick | 22,926 | 972 | 23,898 | <1% | None pledged |
| Stock Ownership Guidelines Compliance (as of Feb 28, 2025) | Share Ownership (#) | Value ($) | Guideline | Current Ownership Multiple |
|---|---|---|---|---|
| Kenneth M. Hartwick | 23,412 | 4,238,040 | 4.0× annual cash retainer | 53.0× |
- Ownership guideline requires 4× cash retainer within five years; retention requirement for RSU vesting until guideline met .
- Trading restrictions prohibit hedging/pledging/margin accounts for directors .
Governance Assessment
- Positives: Independent Board Chair; Audit Committee member; 100% attendance; robust equity alignment (53× guideline multiple); no pledging; strict anti-hedging/pledging policy; strong shareholder support for executive pay (94% in 2024 say-on-pay) signaling broader governance credibility .
- Potential conflicts: None disclosed for Hartwick; related-party transactions disclosed elsewhere (COO family) with oversight by Audit Committee .
- Committee effectiveness: Compensation Committee utilizes independent consultant (Mercer) and conducts risk assessments; no compensation-related risks likely to have material adverse effect identified—supports board oversight quality .
- Policy alignment: Overboarding, refreshment, independence standards, and executive sessions consistent with best practices .
RED FLAGS: None identified for Hartwick (no attendance issues, no RPTs, no pledging, no hedging; compensation structure for directors uses time-based RSUs without options or tax gross-ups) .