MYR GROUP INC (MYRG)
Sector: Industrials
2026 Annual Meeting Analysis
MYR GROUP INC · Meeting: April 23, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eight Director Nominees for One-Year Terms
Director since 2016 with relevant financial and investment experience; no overboarding concerns (one outside public board seat); 3-year TSR gap of -7.3pp is well within the 50pp threshold required to trigger a No vote for strong positive TSR; attendance 100%.
Director since 2015 with deep CFO/CEO and energy industry experience; serves on Denison Mine Corp. (one outside public board seat, within policy limits); 3-year TSR gap of -7.3pp does not trigger the 50pp underperformance threshold; attendance 100%.
Director since 2022 with strong finance and CFO background; no outside public board seats; 3-year TSR gap of -7.3pp is far below the 50pp trigger threshold; attendance 91% meets the 75% minimum.
Director since 2018 serving as Audit Committee Chair; relevant energy and finance executive experience with CPA-equivalent background; two outside public board seats is within policy limits; TSR underperformance of -7.3pp does not trigger a No vote; attendance 100%.
Director since 2015 and NESG Committee Chair with deep construction law expertise directly relevant to MYR Group's business; no outside public board seats; 3-year TSR gap does not approach the 50pp trigger; attendance 93% exceeds the 75% threshold.
Director since 2020 serving as Compensation Committee Chair; substantial engineering and construction project management experience highly relevant to MYR Group; no outside public board seats; TSR underperformance well below trigger threshold; attendance 100%.
Director since August 2025, fewer than 24 months on the board, making her exempt from the TSR underperformance trigger under policy; brings CFO/CPA and energy sector experience relevant to the audit committee; attendance 100%.
CEO and executive director since 2019; no outside public board seats; MYRG's 3-year stock return of +110.4% is strongly positive and the -7.3pp gap versus peers is far below the 50pp threshold needed to trigger a No vote even for executive directors; evaluated independently of Say on Pay under policy.
All eight director nominees pass policy screens. The company's 3-year total shareholder return of +110.4% is strongly positive, and while MYRG trails its compensation peer group median by 7.3 percentage points over three years, that gap is far below the 50-percentage-point threshold required to trigger a No vote when absolute returns are above 20%. No directors are overboarded, attendance is strong across the slate, audit committee members have appropriate financial expertise, all committees are fully independent, and there are no familial relationships with senior management among the nominees.
Say on Pay
✓ FORCEO
Richard S. Swartz
Total Comp
$6,387,221
Prior Support
96%%
The CEO's total reported compensation of approximately $6.4 million compares favorably to the company-disclosed peer group median target of $6.1 million, placing it within the acceptable benchmark range. Pay structure is well-designed: roughly 64% of the CEO's target pay is at-risk and tied to performance, well above the 50-60% threshold the policy requires, with long-term equity split among return on invested capital awards, relative total shareholder return awards, ESG awards, and time-vested restricted stock — all with meaningful multi-year performance conditions. Prior Say on Pay support was over 96% at the 2025 annual meeting, and the company's 3-year stock return of +110.4% is strongly positive, meaning above-benchmark incentive pay is justified by shareholder outcomes. No policy triggers for a No vote are present.
Auditor Ratification
✓ FORAuditor
Crowe LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not disclose Crowe LLP's tenure or fee breakdown in the text provided; per policy, a No vote on tenure requires confirmed data and cannot be assumed, so the tenure trigger does not fire. Crowe LLP is a large national firm (not Big 4) auditing a company with a roughly $4 billion market cap, which is a yellow flag on auditor adequacy for a company of this size, but the proxy does not provide a specific rationale for the choice; absent confirmed fee data showing a non-audit ratio above 50% or confirmed tenure of 25 or more years, the default FOR vote applies. Shareholders should note the absence of fee and tenure disclosure as a minor negative and monitor whether the audit committee provides a more detailed rationale in future filings.
Overall Assessment
The 2026 MYR Group annual meeting presents a clean ballot with three management proposals and no stockholder proposals. All eight director nominees pass policy screens, the Say on Pay program is well-structured with strong performance alignment and 96% prior-year shareholder support, and the auditor ratification passes by default given the absence of confirmed fee or tenure data that would trigger a No vote, though the use of a large national rather than Big 4 firm for a $4 billion company is worth monitoring.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing