William Fry
MYR GROUPAbout William F. Fry
Senior Vice President, Chief Legal Officer and Secretary of MYR Group; appointed Vice President, Chief Legal Officer and Secretary in January 2019 and promoted to Senior Vice President on March 1, 2024 . As corporate Secretary, he signs and issues proxy materials on behalf of the Board (e.g., 2024 and 2025 proxies) . 2024 company performance context: revenues $3.36B (down 7.7% YoY), net income $30.3M, backlog $2.58B; 2023 revenues $3.64B, net income $91.0M, backlog $2.51B . Long-term incentive metrics driving payouts include ROIC (three-year average 13.4% for 2022 awards) and relative TSR (38th percentile for 2022 award cycle), which determined earned performance shares for NEOs including Mr. Fry .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MYR Group Inc. | Vice President, Chief Legal Officer and Secretary | Appointed Jan 2019 | Corporate legal leadership and governance; serves as Secretary of the company |
| MYR Group Inc. | Senior Vice President, Chief Legal Officer and Secretary | Promoted Mar 1, 2024 | Senior executive role overseeing legal and governance; Secretary signing proxy materials |
External Roles
No external directorships or roles disclosed for Mr. Fry in the proxy statements reviewed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Paid Salary ($) | 411,250 | 426,250 | 457,500 |
| Stock Awards ($) | 449,843 | 479,780 | 599,690 |
| Non-Equity Incentive Plan Compensation ($) | 399,577 | 329,162 | 218,154 |
| All Other Compensation ($) | 41,358 | 44,436 | 51,600 |
| 401(k) Matching Contribution ($) | — | 19,800 | 20,700 |
| Profit Sharing Contribution ($) | — | 21,350 | 16,500 |
| Automobile/Travel Expenses ($) | — | 3,286 | 14,400 |
Notes:
- 2024 profit sharing was not awarded to NEOs due to profitability thresholds not met .
- 2023 profit sharing and matching amounts per supplemental table .
Performance Compensation
Annual Incentive (MIP) – 2024 Framework and Outcomes
| Metric | Threshold | Target | Maximum | Actual 2024 |
|---|---|---|---|---|
| Pre-tax Income ($000) | 97,885 | 133,833 | 193,728 | 46,493 |
| Total Case Incident Rate (TCIR) | 1.55 | 1.16 | 0.77 | 0.78 |
| Lost Time Incident Rate (LTIR) | 0.19 | 0.14 | 0.09 | 0.10 |
Target opportunity sizing (as % of salary): Pre-tax income 52.5%, TCIR 11.3%, LTIR 11.3% for Mr. Fry (total threshold 37.5% / target 75.0% / maximum 150.0%) .
| Component | Payout ($) |
|---|---|
| Financial performance (pre-tax income) | — (below threshold) |
| Safety performance (TCIR/LTIR) | 189,699 |
| Individual performance adjustment | 28,455 |
| Total MIP Award (FY2024) | 218,154 |
Long-Term Incentive (LTIP) – 2024 Grants
Mix: RSUs 30%; Performance Shares: ROIC 30%, TSR 30%, ESG 10% .
| Award Type | Target Shares (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|
| RSUs | 1,043 | 179,938 | Ratable over 3 years from 3/22/2024 |
| ROIC PSUs | 1,043 | 179,938 | Cliff vest 12/31/2026 (weighted annual ROIC and 3-year average) |
| TSR PSUs | 1,492 | 179,950 | Cliff vest 12/31/2026, payout based on peer-relative TSR (25th–75th percentile scale) |
| ESG PSUs | 694 | 59,864 | Cliff vest 12/31/2026, payout based on peer-relative ESG scores (ISS) |
2022 cycle results certified in 2025:
| 2022 Award Type | Target (#) | Earned (#) | Award Value at Certification ($) |
|---|---|---|---|
| ROIC PSUs | 1,360 | 1,360 | 183,695 |
| TSR PSUs | 911 | 583 | 78,746 |
Additional vesting in 2024:
| Stock Awards | Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|---|
| 2024 RSU and 2022 PSU vesting | 4,000 | 617,315 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Stock ownership guideline | 3× base salary for NEOs |
| William Fry ownership (as of Feb 28, 2025) | 15,030 shares; value $2,720,731; current ownership multiple 6.0× (meets/exceeds guideline) |
| Trading/hedging/pledging policy | Prohibits hedging, pledging, margin accounts, and short-selling; pre-clearance and window restrictions apply |
| RSUs unvested (12/31/2024) | 605 (2022 grant) – $90,006; 1,099 (2023 grant) – $163,498; 1,043 (2024 grant) – $155,167 |
| Performance shares unearned (12/31/2024) | 4,216 (2023 ROIC/TSR) – $627,214; 4,272 (2024 ROIC/TSR/ESG) – $635,545 |
| Stock options | No outstanding/exercisable options; no option grants in 2024 |
Employment Terms
Key agreement terms: auto-renewing annual term; one-year non-compete/non-solicit; double-trigger change-in-control severance; no excise tax gross-ups; clawback policy per Nasdaq .
Potential payments upon termination (as of 12/31/2024):
| Scenario | Severance Pay ($) | Welfare Benefits ($) | Accelerated Equity ($) | Total ($) |
|---|---|---|---|---|
| Retirement | — | — | 692,929 | 692,929 |
| Death | — | — | 692,929 | 692,929 |
| Disability | 214,423 | 9,414 | 692,929 | 916,766 |
| Without Cause / Good Reason | 1,592,500 | 37,656 | 692,929 | 2,323,085 |
| CIC + Qualifying Termination (double trigger) | 2,388,750 | 37,656 | 1,040,051 | 3,466,457 |
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval (%) |
|---|---|
| 2023 | >93% approval |
| 2024 | >94% approval |
The Compensation Committee engages Mercer as independent consultant; program emphasizes pay-for-performance, uses ROIC/TSR/ESG for LTIP, and includes clawbacks and stock ownership guidelines .
Compensation Peer Group (for benchmarking)
Peer group used to set 2024 executive compensation includes companies such as ABM Industries, Comfort Systems USA, Dycom Industries, Primoris Services, Tetra Tech, Valmont Industries, and others; MYR targets competitiveness around median peer total compensation .
Investment Implications
- Alignment: Strong alignment via ownership guidelines (Fry at ~6x salary) and prohibitions on hedging/pledging; LTIP heavily weighted to ROIC/TSR/ESG with three-year horizons and clawbacks, reducing misaligned short-term behavior risk .
- Pay-for-performance: 2024 MIP paid zero on financial metric (below threshold) while rewarding safety outperformance; 2022 PSU payouts reflected mixed ROIC/TSR results (ROIC at target; TSR below target), indicating discipline in variable pay tied to outcomes .
- Retention/Change-in-control economics: Double-trigger CIC severance (3× salary+target bonus) and 2× severance for involuntary termination provide retention stability; one-year non-compete limits immediate competitive exit risk without shareholder-unfriendly tax gross-ups .
- Signal risk: 2024 earnings compression (net income down to $30.3M) constrained cash incentive payouts; increased 2024 equity grant value ($599,690) with ESG added (10%) suggests emphasis on longer-term value creation despite near-term volatility .