Richard Swartz
MYR GROUPAbout Richard Swartz
Richard S. Swartz (age 61) is President and CEO of MYR Group (appointed 2017) and a director since 2019; he is not an independent director and attended 100% of board meetings in the most recent year . In 2024, MYR Group reported $3.36B revenue (down 7.7% y/y), $30.3M net income (vs. $91.0M in 2023), and year-end backlog of $2.58B (vs. $2.51B in 2023) . Over the 2019–2024 pay-versus-performance measurement window, MYRG’s cumulative TSR rose to $456.49 (base $100 at 12/31/2019), with net income of $30.3M and pretax income of $46.5M in 2024 . Swartz brings 40+ years of company/industry experience and chairs the internal executive committee, with a background spanning field operations through COO prior to CEO .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| MYR Group | President & CEO | 2017–present | Leads strategy; chairs internal executive committee; deep operating knowledge |
| MYR Group | EVP & COO | Sep 2016–Dec 2016 | Senior operating leadership ahead of CEO transition |
| MYR Group | SVP & COO | May 2011–Sep 2016 | Oversaw operations and execution |
| MYR Group | Senior Vice President | Aug 2009–May 2011 | Executive leadership |
| MYR Group | Group Vice President | 2004–2009 | Segment leadership (C&I and T&D–West) |
| MYR Group | VP, T&D Central Division | 2002–2004 | Regional T&D leadership |
| MYR Group/Sturgeon Electric (subsidiary) | Earlier roles incl. Project Foreman, Superintendent, PM, District Manager; also VP roles at Sturgeon Electric (C&I; T&D Midwest) | 1982–2002 | Drove project management/productivity programs and safety initiatives; OSHA VPP STAR since 2008 at Sturgeon Electric |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary paid | $812,500 | $870,000 | $923,558 |
| Non‑equity incentive (MIP) | $1,127,768 | $1,055,746 | $0 (CEO declined calculated payout) |
| Stock awards (grant-date fair value) | $2,268,882 | $2,654,850 | $3,286,421 |
| All other compensation | $39,245 | $42,315 | $51,600 |
| Total | $4,248,395 | $4,622,911 | $4,261,579 |
Notes:
- 2024 base salary set at $913,000 (3.2% y/y increase from $885,000) .
- 2024 perquisites detail: 401(k) match $20,700; profit sharing $16,500; auto/travel $14,400 .
Performance Compensation
Annual Incentive (MIP) – 2024 design and outcome
| Item | Detail |
|---|---|
| CEO target opportunity | 110% of base salary (threshold 55%; max 220%) |
| Metrics and weights | Pre-tax income 77%; Total Case Incident Rate (TCIR) 16.5%; Lost Time Incident Rate (LTIR) 16.5% |
| Threshold/Target/Max | Pretax ($000): 97,885 / 133,833 / 193,728; TCIR: 1.55 / 1.16 / 0.77; LTIR: 0.19 / 0.14 / 0.09 |
| 2024 Actuals | Pretax $46,493 (below threshold); TCIR 0.78; LTIR 0.10 (safety exceeded targets) |
| Payout | Calculated CEO award $561,655; Mr. Swartz declined; MIP paid $0 to CEO |
Long-Term Incentive (LTIP) – 2024 grants and structure
| Grant (3/22/2024) | Target shares | Vesting | Performance metric(s) | Payout range | Grant value |
|---|---|---|---|---|---|
| RSUs | 5,715 | Ratable over 3 years | Time-based | n/a | $985,952 |
| PSUs – ROIC | 5,715 | Cliff on 12/31/2026; certify in 1Q27 | 3-year ROIC | 50–200% of target | $985,952 |
| PSUs – TSR | 4,087 | Cliff on 12/31/2026; certify in 1Q27 | Relative TSR vs peer group | 25–200% of target | $985,866 (Monte Carlo; $241.22 FV/share) |
| PSUs – ESG | 1,905 | Cliff on 12/31/2026; certify in 1Q27 | Relative ISS ESG composite vs peer group | 25–200% of target | $328,651 |
Additional context:
- 70% of 2024 CEO equity is PSU (ROIC 30%, TSR 30%, ESG 10%); 30% RSUs .
- 2022 PSU outcomes (earned/certified in 2025): ROIC paid at 100.1% (above target), TSR at 64.0% of target (38th percentile) .
Equity Ownership & Alignment
Beneficial ownership (as of Feb 28, 2025)
| Holder | Common | RSUs within 60 days | Total beneficial | % outstanding | Pledged? |
|---|---|---|---|---|---|
| Richard S. Swartz | 147,979 | 7,994 | 155,973 | 1.0% | None; pledging prohibited by policy |
Stock ownership guidelines and compliance
| Role | Guideline | Status/Multiple | Policy features |
|---|---|---|---|
| CEO | 5x base salary | 25.7x multiple as of Feb 29, 2024 | 5-year attainment window; net-share retention until met; hedging/margin/pledging prohibited |
Unvested and unearned equity (12/31/2024, $148.77 close)
| Grant/Type | Unvested RSUs (#) | Market value | Unearned PSUs (target #) | PSU market/payout value ref |
|---|---|---|---|---|
| 3/23/2022 RSUs | 3,049 | $453,600 | — | — |
| 3/23/2023 RSUs | 6,079 | $904,373 | — | — |
| 3/22/2024 RSUs | 5,715 | $850,221 | — | — |
| 3/23/2023 PSUs (ROIC/TSR) | — | — | 23,330 | $3,470,804 |
| 3/22/2024 PSUs (ROIC/TSR/ESG) | — | — | 23,414 | $3,483,301 |
Vesting/sale cadence signals:
- RSUs vest annually over three years; PSUs cliff-vest after multi-year performance (2025/2026 cycles), mitigating near-term forced selling pressure; policy bans hedging/pledging .
- 2024 stock vested for Swartz: 19,708 shares; $3,032,864 value (RSUs + 2022 PSUs) .
Employment Terms
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Agreements: Swartz has an employment agreement (amended and restated April 2017) that replaced excise tax gross-up with a modified cutback; Company policy prohibits new gross-ups .
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Restrictive covenants: Includes a one-year non-compete; agreements include other restrictive covenants .
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Severance economics:
- Without cause/for good reason: lump sum equal to 2× (base salary + target annual incentive) plus 2 years of company-paid welfare benefits; RSUs fully accelerate; PSUs prorated based on service and actual performance .
- Double-trigger change in control (termination within 12 months post‑CIC): 3× (base salary + target annual incentive) plus 2 years of benefits; RSUs fully accelerate; PSUs accelerate at target .
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Quantification at 12/31/2024:
Scenario Severance pay Welfare benefits Accelerated equity Total Retirement — — $1,568,505 $1,568,505 Death — $12,708 $3,776,699 $3,776,699 Disability $400,315 $50,832 $3,776,699 $4,189,722 Without cause/Good reason $3,834,600 $50,832 $3,776,699 $7,662,131 CIC + Qualifying termination $5,751,900 $50,832 $5,685,246 $11,487,978 -
Clawback: Nasdaq-compliant executive officer clawback policy for erroneously awarded incentive compensation in restatement scenarios .
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Options: No new options in 2024; no outstanding/exercisable options remain .
Board Governance
- Role: Director since 2019; Class I; not independent; no board committee memberships; 100% attendance .
- Leadership structure: Separate Chair and CEO; Independent Chair; all standing committees (Audit, Compensation, NESG) are fully independent .
- Independence policy and determination: Swartz not independent as current CEO (per Nasdaq standards) .
- Executive sessions: Independent directors meet at least twice per year without management .
Compensation Committee Analysis
- Composition/independence: All members independent; Shirin S. O’Connor appointed Compensation Committee Chair effective Feb 19, 2025 (in advance of W.D. Patterson’s retirement) .
- Consultant: Mercer retained directly by the committee; independence confirmed; no other services provided to MYRG in 2024 .
- Peer group/targeting: Committee generally references median of peer group; CEO 2024 target TDC $5.204M vs peer median $5.490M .
- 2024 Executive compensation peer group: 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 .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval exceeded 94%, signaling strong support for the program; the committee maintained core design while continuing engagement .
Performance & Track Record
- 2024 company performance: Revenue $3.36B; net income $30.3M; backlog $2.58B; pretax income $46.5M (below MIP threshold) .
- Pay-for-performance actions: CEO declined a calculated $561,655 MIP payout given financial underperformance; safety metrics exceeded targets .
- Multi-year PSU results: 2022 grant paid at 100.1% (ROIC) and 64.0% (TSR) reflecting above-target capital efficiency but below-target relative TSR .
- Cumulative TSR (PVP table baseline 12/31/2019): $456.49 by 2024 year-end; 2024 net income and pretax income of $30.3M and $46.5M, respectively .
Director Compensation (as context for board service)
- Non-employee director program (not applicable to Swartz as an employee-director): $80,000 annual cash retainer; $110,000 annual RSU grant; role-based chair retainers; no changes in 2024 .
Risk Indicators & Governance Safeguards
- No hedging, short-selling, margining, or pledging permitted; explicit prohibitions in insider trading policy .
- Double-trigger CIC only; no option repricing without shareholder approval; no single-trigger CIC cash severance; no tax gross-ups in new agreements .
- Stock ownership guidelines with retention requirement until compliance; CEO at 25.7x salary .
Investment Implications
- Alignment: Very strong ownership and policy alignment (CEO at 25.7x ownership vs 5x guideline; bans on pledging/hedging; net-share retention), plus CEO declining 2024 MIP underscores pay-for-performance discipline .
- Retention vs. overhang: Significant unvested RSUs/PSUs with multi-year vesting promotes retention; limited near-term selling pressure beyond scheduled RSU vesting; however, CIC severance exposure (~$11.5M including equity at 12/31/24) is meaningful .
- Performance risk: 2024 pretax underperformance zeroed the financial MIP component; future cash incentive realizations hinge on margin recovery and pretax targets while safety remains strong; PSU outcomes tied to relative TSR and ROIC/ESG introduce market/peer dependency .
- Pay posture: CEO target TDC is around peer median; equity mix (70% PSU) provides leverage to long-term value creation; no options and no repricing risk reduce shareholder dilution concerns .
Board dual-role considerations: Risk of CEO/Chair concentration is mitigated by an independent Board Chair, fully independent key committees, and regular executive sessions of independent directors. Swartz has no board committee roles and is not an independent director, consistent with governance norms for a sitting CEO. **[700923_0000700923-25-000011_myrg-20250305.htm:5]** **[700923_0000700923-25-000011_myrg-20250305.htm:8]** **[700923_0000700923-25-000011_myrg-20250305.htm:22]**