DEF: MYR Group Inc. Announces Details for 2025 Annual Meeting of Shareholders
Summary
- MYR Group Inc. is holding its 2025 Annual Meeting of Shareholders virtually on April 24, 2025.
- Shareholders of record as of February 28, 2025, are eligible to vote.
- The meeting will address the election of two Class III directors for one-year terms, advisory approval of executive compensation, and ratification of the appointment of Crowe LLP as the independent registered public accounting firm.
- The Board recommends voting 'FOR' all proposals.
- The company's revenues for 2024 were $3.36 billion, compared to $3.64 billion in 2023.
- Net income for 2024 was $30.3 million, compared to $91.0 million in 2023.
- As of December 31, 2024, the backlog was $2.58 billion, compared to $2.51 billion at the end of 2023.
Sentiment
Score: 6
Explanation: The document presents a mix of positive and negative information. While it highlights good governance practices and shareholder support for executive compensation, it also acknowledges a decrease in revenue and net income. The sentiment is neutral to slightly positive.
Positives
- Shareholders approved the Say-on-Pay proposal with over 94% support at the 2024 Annual Meeting.
- The company maintains a clawback policy for executive compensation.
- The company has stock ownership guidelines for named executive officers and directors.
- The company has an anti-hedging and pledging policy for its stock.
- The company engages an independent compensation consultant.
- The company conducts an annual compensation review and risk assessment.
- The company has a balanced mix of compensation components for executives.
- The company caps annual cash incentive and performance awards.
- The company's Board is mostly independent, with independent Audit, Compensation, and NESG Committees.
Negatives
- Revenues decreased by 7.7% in 2024 compared to 2023, falling from $3.64 billion to $3.36 billion.
- Net income decreased significantly in 2024, dropping from $91.0 million in 2023 to $30.3 million.
Risks
- The document mentions the importance of attracting, retaining, and incentivizing quality talent, suggesting a risk of losing key personnel if compensation is not competitive.
- The document discusses the need to maintain and improve safety performance, indicating a risk associated with potential safety incidents.
- The document mentions the need to develop business and build a backlog of profitable business to facilitate long-term success, indicating a risk associated with potential failure to secure profitable projects.
Future Outlook
The document does not provide specific forward-looking statements or guidance beyond the details of the upcoming annual meeting.
Management Comments
- The Board of Directors and Management look forward to shareholder participation in the 2025 Annual Meeting and appreciate continued support.
- The company believes that good governance promotes the long-term interests of shareholders and strengthens Board and management accountability.
Industry Context
The document provides information about MYR Group's performance and governance within the specialty electrical construction service industry, highlighting its position in the electric utility infrastructure, commercial, and industrial construction markets.
Comparison to Industry Standards
- The Compensation Committee reviews director compensation periodically and recommends changes to the Board when it deems them appropriate.
- The Compensation Committee and the Board consider analyses prepared by the Compensation Committees independent executive and director compensation consultant, Mercer, of reported director compensation practices at our peer companies.
- The Compensation Committee generally seeks to target our directors total compensation (defined as total cash compensation and total equity compensation) at or near the median total compensation of the directors of our peers.
- The companies selected for inclusion in the Peer Group, which are listed below, were selected on the basis of a number of factors, including similar industry characteristics, organization size and financial characteristics such as revenues and market capitalization, as well as companies we compete with for talent.
- At the time of selection, all of the companies were publicly traded U.S. companies in the construction, engineering and commercial services industries with annual revenue between approximately one-quarter and two times our annual revenue.
Stakeholder Impact
- Shareholders are asked to vote on matters that directly impact the company's governance and executive compensation.
- Employees are affected by the company's compensation policies and benefit plans.
- The company's performance impacts stakeholders such as customers, suppliers, and creditors.
Next Steps
- Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
- The company will hold its 2025 Annual Meeting of Shareholders on April 24, 2025.
- The Board and Compensation Committee will consider shareholder feedback on executive compensation programs.
Related Party Transactions
- One of the Company’s subsidiaries, Sturgeon Electric Company, Inc.(Sturgeon) employs three individuals related to Don Egan, the Company’s Senior Vice President and COO – C&I.
- Ron Egan, brother of Don Egan, is a Logistics and Manufacturing Manager and his total annual cash and equity compensation for 2024 was approximately $133,000, which amount is generally consistent with the compensation provided to other similarly-situated employees.
- Joshua Egan, son of Don Egan, is a General Foreman for Sturgeon and his total annual cash and equity compensation for 2024, inclusive of overtime, was approximately $151,000, which amount is generally consistent with the compensation provided to other similarly-situated employees.
- Seth Egan, son of Don Egan, is a Foreman for Sturgeon and his total annual cash and equity compensation for 2024, inclusive of overtime, was approximately $146,000, which amount is generally consistent with the compensation provided to other similarly-situated employees.
- These related person transactions were reviewed and approved by the Audit Committee in accordance with the RPT Policy.
Key Dates
- 2025-02-28: Record date for the 2025 Annual Meeting of Shareholders
- 2025-03-05: Proxy materials first made available to shareholders
- 2025-04-24: Date of the 2025 Annual Meeting of Shareholders
- 2026: Fully declassified Board from and after the election of Directors at the 2026 Annual Meeting of Shareholders
Keywords
Filings with Classifications
Quarterly Report
- The company's net income increased from $18.9 million to $23.3 million year over year.
- The company's gross margin increased from 10.6% to 11.6% year over year.
- The company's EBITDA increased from $39.8 million to $50.2 million year over year.
Earnings Release
- The company's revenue, net income, and EBITDA all increased compared to the same period in the previous year, indicating improved financial performance.
Investor Presentation
- Net income, EBITDA, earnings per share, and free cash flow decreased in 2024 compared to 2023.
Proxy Statement
- The company's revenues decreased by 7.7% in 2024 compared to 2023.
- The company's net income decreased significantly in 2024, dropping from $91.0 million in 2023 to $30.3 million.
Annual Results
- The decrease in C&I revenue was primarily due to the delayed start of certain projects in 2024.
Annual Results
- The company's revenue decreased by 7.7% to $3.36 billion in 2024 from $3.64 billion in 2023.
- The company's net income decreased significantly to $30.3 million in 2024 from $91.0 million in 2023.
- The company's gross margin decreased to 8.6% in 2024 compared to 10.0% for the year ended December 31, 2023.
Earnings Release
- The company's revenue and net income decreased for both the fourth quarter and the full year compared to the previous year.
Earnings Release
- The C&I segment experienced a decrease in revenue due to the delayed start of certain projects in 2024.
Investor Presentation
- The company's third quarter performance showed improvement over the second quarter, demonstrating strong project execution in core areas of the business.
Quarterly Report
- The company's financial results are being affected by delays due to supply chain disruptions and regulatory slowdowns.
- Schedule extensions caused by owner-furnished panel delays led to increased costs on two clean energy projects.
Quarterly Report
- The company's gross margin and net income were significantly lower than the same period last year due to unfavorable project estimate adjustments.
- The Transmission and Distribution segment experienced a significant decrease in operating income.
- The company's effective tax rate increased due to higher permanent difference items.
Quarterly Report
- The company's third-quarter revenue and net income were lower than the same period last year.
- The company's gross margin decreased compared to the same period last year.
- The company's earnings per share were lower than the same period last year.
Investor Presentation
- The company reported a net loss of $15.3 million in Q2 2024, which is worse than expected due to project timing issues.
Quarterly Report
- The company's financial results are expected to continue to be affected by delays and cost volatility through 2024 due to supply chain disruptions, inflationary pressures, tariffs and regulatory slowdowns.
- The company experienced a decrease in C&I revenue due to the delayed start of certain projects.
Quarterly Report
- The company's net income was significantly lower than expected due to significant changes in project cost estimates.
- The company's gross margin was significantly lower than expected due to significant changes in project cost estimates.
- The company's revenue was lower than expected due to a decrease in revenue on transmission projects, a decrease in C&I revenue, and a decrease in revenue on distribution projects.
Quarterly Report
- The Commercial and Industrial (C&I) segment reported a decrease in quarterly revenues primarily due to the delayed start of certain projects.
Quarterly Report
- The company reported a net loss of $15.3 million for the second quarter, a significant downturn compared to the net income of $22.3 million in the same period last year.
- EBITDA for the second quarter was ($4.7) million, a substantial decrease from $47.1 million in the second quarter of 2023.
- Gross margin decreased to 4.9% in the second quarter of 2024, down from 10.1% in the second quarter of 2023.
Investor Presentation
- The company achieved record revenue and EPS in 2023, exceeding previous results.
- The company's LTM revenue as of March 31, 2024, reached a record high of $3.65 billion.
- The company has a strong backlog of $2.43 billion, indicating future growth potential.
Quarterly Report
- Net income decreased compared to the same quarter last year.
- Project estimate changes negatively impacted gross margin and operating income.
- Backlog decreased from the previous quarter.
Quarterly Report
- The company expects financial results to be affected by delays due to supply chain disruptions and regulatory slowdowns.
- The C&I segment experienced a revenue decrease due to the delayed start of certain projects.
Quarterly Report
- The Commercial and Industrial segment experienced a revenue decrease due to the delayed start of certain projects.
Quarterly Report
- Net income decreased from $23.2 million to $18.9 million year-over-year.
- EBITDA decreased from $41.3 million to $39.8 million year-over-year.
- Backlog decreased from $2.67 billion to $2.43 billion year-over-year.
Investor Presentation
- The company achieved record revenue, net income, earnings per share, and EBITDA for the full year 2023, indicating better than expected results.
- The company's backlog of $2.51 billion demonstrates strong future demand, exceeding expectations.
Annual Results
- The company's gross margin decreased to 10.0% in 2023 from 11.4% in 2022, primarily due to significant changes in estimated gross profit on certain projects.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.