myrg-20250305

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )


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¨			Preliminary Proxy Statement
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x			Definitive Proxy Statement
¨			Definitive Additional Materials
¨			Soliciting Material under §240.14a-12

MYR Group Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


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LETTER TO SHAREHOLDERS
March 5, 2025

Dear Fellow Shareholder,

On behalf of the Board of Directors and management, we are pleased to invite you to attend the 2025 Annual Meeting of Shareholders of MYR Group Inc., which will be held virtually via live webcast at 8:00 a.m. Mountain Time on Thursday, April 24, 2025 (the “2025 Annual Meeting”). At that time, you will be able to attend, participate, and vote your shares electronically, by visiting virtualshareholdermeeting.com/MYRG2025. The virtual meeting room will open to shareholders at 7:45 a.m. Mountain Time.

We have decided to hold the 2025 Annual Meeting virtually again this year because hosting a virtual annual meeting enables greater shareholder attendance and participation from any location around the world while improving meeting efficiency and our ability to communicate effectively with our shareholders. It also reduces the cost and environmental impact of the 2025 Annual Meeting.

At the 2025 Annual Meeting, we will act on the matters described in the Notice of the 2025 Annual Meeting of Shareholders of MYR Group Inc. and the Proxy Statement that follow this letter. Shareholders of record at the close of business on February 28, 2025 are entitled to notice of, and to vote at, the 2025 Annual Meeting.

It is important that your shares are represented and voted at the 2025 Annual Meeting regardless of the size of your holdings. Even if you plan on attending and participating in the 2025 Annual Meeting, please vote as soon as possible to ensure the presence of a quorum. Instructions on how to vote early are included in the Proxy Statement section titled "QUESTIONS AND ANSWERS ABOUT THE 2025 ANNUAL MEETING AND VOTING." If you do not vote promptly, we may incur additional costs in soliciting proxies. Voting in advance does not deprive you of your right to attend and vote electronically during the 2025 Annual Meeting. Our Board of Directors and Management look forward to your participation in the 2025 Annual Meeting and appreciate your continued support.

Sincerely yours,

Kenneth M. Hartwick Richard S. Swartz

Chair of the Board of Directors President and Chief Executive Officer

MYR GROUP INC.

12121 Grant Street, Suite 610

Thornton, CO 80241

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YOUR VOTE IS IMPORTANT

NOTICE OF THE 2025 ANNUAL MEETING OF SHAREHOLDERS OF MYR GROUP INC.

March 5, 2025

MYR Group Inc. will hold its 2025 Annual Meeting of Shareholders on Thursday, April 24, 2025. At the meeting, shareholders will be asked to consider and act upon the following items of business discussed in the attached Proxy Statement. Please note that this Notice of Meeting does not contain all the information you should consider, and you should read the Proxy Statement in its entirety before voting.


			WHEN: Thursday, April 24, 2025 at 8:00 a.m. Mountain Time
			WHERE: Online at virtualshareholdermeeting.com/MYRG2025
			WHO CAN VOTE: Shareholders of record at the close of business on February 28, 2025 are entitled to vote at the meeting, or any postponement or adjournment thereof.


ITEMS OF BUSINESS			BOARD RECOMMENDATIONS
Proposal 1.
Election of two Class III director nominees for one year terms			FOR Each Director Nominee
Proposal 2.
Advisory approval of the compensation of our named executive officers			FOR
Proposal 3.




Ratification of the appointment of our independent registered public accounting firm			FOR
and consideration of other business properly presented at the meeting

ATTEND ONLINE: To attend and participate in the meeting, you will need the 16-digit control number included on your proxy card or voting instruction form. You may also ask questions and vote online during the meeting by following the instructions provided at virtualshareholdermeeting.com/MYRG2025. Please see page one of the accompanying Proxy Statement for details regarding the virtual meeting.

In addition, information on how to obtain access to the list of shareholders of record entitled to vote at the 2025 Annual Meeting, during the ten days before the meeting, is available by contacting the corporate secretary at Secretary@MYRgroup.com.

Important Notice Regarding the Availability of Proxy Materials for our 2025 Annual Meeting of Shareholders to be held on April 24, 2025.

This Notice of the Meeting, the Proxy Statement, the accompanying proxy card and our 2024 Annual Report on Form 10-K were first made available to shareholders on March 5, 2025 at investor.myrgroup.com/financial-information/annual-reports and at proxyvote.com.

William F. Fry

Senior Vice President, Chief Legal Officer and Secretary

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PROXY STATEMENT			1
VIRTUAL MEETING FORMAT
PROXY SUMMARY			2
CORPORATE GOVERNANCE			7
Code of Ethics and Corporate Governance Principles
Director Independence
Executive Sessions of the Board
Communications with the Board and Reporting of Concerns
Board Leadership Structure
Board Authority to Retain Outside Consultants
Risk Oversight
Board and Committee Self-Evaluations
Committee Membership and Meeting Attendance
Board Refreshment
Overboarding Policy
I nsider Trading Policy
NOMINATING, ENVIRONMENTAL, SOCIAL, AND CORPORATE GOVERNANCE COMMITTEE MATTERS			12
Committee Independence and Responsibilities
Criteria for Nomination to the Board of Directors
Diversity
Board Diversity Matrix
Director Succession Planning
PROPOSAL 1. ELECTION OF TWO CLAS S I I I DIR ECTOR NOMINEES FOR ONE -YEAR TERMS			15
Vote Required
2025 Director Nominees - Class III
Continuing Class I and Class II Directors and Other Class III Directors
Non-Employee Director Compensation
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			27
COMPENSATION COMMITTEE MATTERS			28
Committee Independence and Responsibilities
Compensation Consultants
Management Succession Planning and Diversity
Compensation Risk Assessment
Compensation Committee Report
COMPENSATION COMMITTEE LETTER			31
COMPENSATION DISCUSSION AND ANALYSIS			32
Introduction
Objectives of Our Compensation Program
Key Features of Our Compensation
Components of Our Compensation
Shareholder Engagement and Say-on-Pay
2024 Target Compensation
Management’s Role in Determining Compensation
Peer Groups, Pay Mix and Use of Compensation Consultants
Analysis of 2024 Compensation Decisions and Actions
Conclusion of the CD&A



EXECUTIVE COMPENSATION TABLES			52
2024 Summary Compensation Table
2024 Grants of Plan-Based Awards
Employment Agreements
Outstanding Equity Awards at 2024 Fiscal Year End
2024 Option Exercises and Stock Vested
Potential Payments Upon Termination or Change in Control
2024 CEO Pay Ratio
PAY VERSUS PERFORMANCE			61
PROPOSAL 2. ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			64

AUDIT COMMITTEE MATTERS			66
Committee Independence and Responsibilities
Pre-Approval Policies
Independent Auditor's Fees
Audit Committee Report for the Year Ended December 31, 2024
PROPOSAL 3. RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			68
OTHER MATTERS THAT MAY BE PRESENTED AT THE 2025 ANNUAL MEETING			69
OWNERSHIP OF EQUITY SECURITIES			70
QUESTIONS AND ANSWERS ABOUT THE 2025 ANNUAL MEETING AND VOTING			71
2026 ANNUAL MEETING OF SHAREHOLDERS			74

APPENDIX A : PROXY CARD			75
APPENDIX B : RETURN ON INVESTED CAPITAL (“ROIC”) NON-GAAP MEASURE			77

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PROXY STATEMENT

We are providing the enclosed proxy materials to you in connection with the solicitation by the board of directors (collectively the “Board” and each individually, a “Director”) of MYR Group Inc. of proxies to be voted at the Annual Meeting of Shareholders to be held on Thursday, April 24, 2025 (the “2025 Annual Meeting”). We began making these proxy materials available to our shareholders at investor.myrgroup.com/financial-information/annual-reports and at proxyvote.com on or about March 5, 2025.

Throughout this proxy statement, references to “MYR Group,” the “Company,” “we,” “us,” and “our” refer to MYR Group Inc. and its consolidated subsidiaries, except as otherwise indicated or as the context otherwise requires.

VIRTUAL MEETING FORMAT

We have decided to hold the 2025 Annual Meeting virtually again this year because hosting a virtual 2025 Annual Meeting enables greater shareholder attendance and participation from any location around the world, while improving meeting efficiency and our ability to communicate effectively with our shareholders. It also reduces the costs and environmental impact of the 2025 Annual Meeting. For all of these reasons, there will not be a physical location for the 2025 Annual Meeting, and you will not be able to attend in person.

We have designed the virtual 2025 Annual Meeting to provide substantially the same opportunities to participate as you would have at an in-person meeting. Our virtual 2025 Annual Meeting will be conducted on the internet via live webcast. Shareholders will be able to attend and participate online and submit questions during the 2025 Annual Meeting by visiting virtualshareholdermeeting.com/MYRG2025. Shareholders will be able to vote their shares electronically during the 2025 Annual Meeting.

Shareholders who would like to attend and participate in the 2025 Annual Meeting will need the 16-digit control number included on their proxy card or voting instruction form. The 2025 Annual Meeting will begin promptly at 8:00 a.m. Mountain time. We encourage you to access the 2025 Annual Meeting prior to the start time. Online check-in will begin at 7:45 a.m. Mountain time.

Shareholders should confirm that they have a strong internet connection if they intend to attend and participate in the 2025 Annual Meeting. Attendees should allow sufficient time to log in and ensure that they can hear streaming audio prior to the start of the 2025 Annual Meeting.

Questions and Information Accessibility

The virtual 2025 Annual Meeting format allows shareholders to communicate with us during the 2025 Annual Meeting so they can ask questions of our management and Board, as appropriate. If you wish to submit a question during the 2025 Annual Meeting, you may do so by logging into the virtual meeting platform at virtualshareholdermeeting.com/MYRG2025, typing your question into the “Ask a Question” field, and clicking “Submit.” Questions pertinent to the 2025 Annual Meeting that comply with the meeting rules of conduct will be addressed during the 2025 Annual Meeting, subject to time constraints.

Technical Difficulties

If you encounter any difficulties accessing the virtual 2025 Annual Meeting, please call the technical support number that will be posted on the virtual meeting login page for assistance. Technical support will be available beginning approximately 30 minutes prior to the start of the 2025 Annual Meeting and through its conclusion.


MYR GROUP INC. \| 2025 PROXY STATEMENT			1

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PROXY SUMMARY

This section introduces and provides overview information and the recommendations of the Board for each of the proposals to be voted on at the 2025 Annual Meeting, in addition to highlighting our corporate governance, business results and executive compensation. This overview of voting items does not contain all of the information that you should consider, and we encourage you to review the entire 2025 proxy statement (the “Proxy Statement”) prior to determining how you wish to vote your shares.


PROPOSAL 1. ELECTION OF TWO CLASS III DIRECTOR NOMINEES FOR ONE-YEAR TERMS (full proposal begins on page 15)

OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE CLASS III DIRECTOR NOMINEES FOR ONE-YEAR TERMS.

The Board and the Nominating, Environmental, Social and Corporate Governance Committee (the "NESG Committee") believe that the two Class III nominees possess the necessary qualifications, attributes, skills and experiences to provide advice and counsel to the Company’s management and effectively oversee the business and long-term interests of the Company’s shareholders. Further biographical and qualification information for each Director nominee can be found in the full proposal.

Our Director Nominees

At our 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”), shareholders approved amendments to our Restated Certificate of Incorporation (the “Certificate of Incorporation”) to phase out our classified Board so that the Board is fully declassified from and after the election of Directors at our 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). As a result, at the 2025 Annual Meeting, the Class III directors standing for election will be elected for a one-year term that expires at our 2026 Annual Meeting. Beginning with the 2026 Annual Meeting, all Directors will stand for election each year for one-year terms.

You are being asked to vote on the election of two Class III directors, each for a term ending in 2026 and until a successor has been duly elected and qualified. Directors will be elected by the affirmative vote of a majority of votes cast in this uncontested election.

Age

Director
Since

Primary
Occupation

Independent

Other
Public
Boards

Committee
Membership

Board
Recommendation

Audit

Comp

NESG

Bradley T. Favreau

2016

Partner, Engine Capital Management, LLC

Yes

American Outdoor Brands, Inc.

For

Ajoy H. Karna

2022

Finance and Strategy Executive

Yes

None

For

aCommittee member


2			MYR GROUP INC. \| 2025 PROXY STATEMENT

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Corporate Governance Highlights

We are committed to sound corporate governance practices. We believe that good governance promotes the long-term interests of our shareholders and strengthens Board and management accountability.


• Separate Chair of the Board and Chief Executive Officer Positions						• Regular Executive Sessions Without Management Present
• Independent Chair of the Board						• Annual “Say-on-Pay” Shareholder Vote on Executive Compensation
• All Independent Directors Except our Current Chief Executive Officer						• 100% Independent Audit, Compensation and NESG Committees
• Majority Voting in Uncontested Elections						• Annual Engagement of Independent Executive Compensation Consultant
• Risk Oversight by Full Board and Committees						• Engagement Every Three Years of Independent Compensation Consultant for Director Compensation
• Balanced Director Ages (3 Under 60)						• Investor Outreach Program
• Board Refreshment Policy With a 15 Year Term Limit						• Stock Ownership Guidelines for Named Executive Officers and Directors
• Annual Performance Evaluation of Named Executive Officers by Directors						• Code of Business Conduct and Ethics for Officers and Directors
• Periodic Engagement of Independent Executive and Corporate Governance Consultant						• Director Overboarding Policy
• Board Authority to Retain Outside Consultants						• Board Refreshment Policy With an Expected Director Retirement Age of 72
• Three of Eight Independent Directors are Female or Racially/Ethnically Diverse						• Board and its Committees Conduct Annual Self-Evaluation Exercises


MYR GROUP INC. \| 2025 PROXY STATEMENT			3

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PROPOSAL 2. ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (full proposal begins on page 64)

OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

The Board and the Compensation Committee seek a non-binding advisory vote to approve the compensation of our named executive officers (“NEOs”) as described under the sections entitled “Compensation Discussion and Analysis” and “Executive Compensation Tables.” The Board values shareholders’ opinions, and the Compensation Committee will consider the outcome of the advisory vote when evaluating future executive compensation decisions.

2024 Performance

Our revenues for the year ended December 31, 2024 were $3.36 billion compared to $3.64 billion and $3.01 billion for the years ended December 31, 2023 and 2022, respectively. Our net income for the year ended December 31, 2024 was $30.3 million compared to $91.0 million and $83.4 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2024, our backlog was $2.58 billion compared to $2.51 billion and $2.50 billion as of December 31, 2023 and 2022, respectively.

Executive Compensation Highlights

Compensation decisions are based on a number of factors, including peer company data and general market data, Company performance against pre-established goals, relative performance of the Company’s stock compared to a peer group, and the experience and contributions of individual executives. At the 2024 Annual Meeting, our shareholders voted on an advisory resolution regarding the compensation of our NEOs (the “Say-on-Pay” proposal), which was approved by more than 94% of the votes represented at the 2024 Annual Meeting and entitled to vote. Our executive compensation program seeks to attract, motivate and retain executive talent and emphasizes pay for performance. Our executive compensation program includes base salary, short-term incentive compensation under our Management Incentive Plan (amended and restated as of May 1, 2014) (the “MIP”), long-term equity compensation under our 2017 Long-Term Incentive Plan (as amended and restated as of April 24, 2024) (the “LTIP”), a defined-contribution retirement plan, profit sharing, and very limited perquisites.


4			MYR GROUP INC. \| 2025 PROXY STATEMENT

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We continue to strive to adhere to the following best practices in executive compensation:


	WE DO:		WE DO NOT:
þ	Pay for Performance	X	Allow Hedging of our Stock
þ	Hold Annual “Say-on-Pay” Shareholder Vote	X	Allow Pledging of our Stock
þ	Require Officers and Directors to Meet Stock Ownership Guidelines	X	Provide Tax Gross-Ups
þ	Encourage Shareholder Input	X	Provide Single Trigger Cash Severance Payments and Benefits following a Change in Control
þ	Maintain a Clawback Policy	X	Allow Short-Selling of our Stock
þ	Maintain an Independent Compensation Committee	X	Guarantee Minimum Annual Cash Incentive Payments to our NEOs
þ	Conduct Annual Compensation Review and Risk Assessment	X	Provide Dividends or Dividend Equivalents on Unvested Equity
þ	Provide Incentive Compensation Based Upon Financial and Safety Performance Metrics	X	Allow Repricing of Stock Options Without Shareholder Approval
þ	Cap Annual Cash Incentive and Performance Awards	X	Grant Stock Options Below Fair Market Value as of the Grant Date
þ	Base Significant Portion of Long-Term Incentive Awards on Relative Total Shareholder Return
þ	Engage an Independent Compensation Consultant
þ	Align the Financial Interests of our NEOs with those of Shareholders


MYR GROUP INC. \| 2025 PROXY STATEMENT			5

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PROPOSAL 3. RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (full proposal begins on page 68)

OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF CROWE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

The Board and the Audit Committee believe that the appointment of Crowe LLP (“Crowe”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2025 is in the best interests of the Company and its shareholders.


OTHER MATTERS THAT MAY BE PRESENTED AT THE 2025 ANNUAL MEETING (found on page 69)

We will also act upon any other business as may properly come before the 2025 Annual Meeting of Shareholders and any adjournments or postponements of the 2025 Annual Meeting. The Board or proxy holders will exercise their discretion on any other matters that may arise at the 2025 Annual Meeting.


6			MYR GROUP INC. \| 2025 PROXY STATEMENT

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CORPORATE GOVERNANCE

Shareholders and others can access our corporate governance materials, including our Certificate of Incorporation, Amended and Restated By-Laws (the "By-Laws"), committee charters, Corporate Governance Principles, Code of Business Conduct and Ethics (the “Code of Ethics”) and other corporate governance related materials on our website at investor.myrgroup.com/corporate-governance/governance-documents. Copies of these materials are also available free of charge to any shareholder who sends a written request to our Secretary at MYR Group Inc., 12121 Grant Street, Suite 610, Thornton, CO 80241.

The information on our website is not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any other filings we make with the U.S. Securities and Exchange Commission (“SEC”).

CODE OF ETHICS AND CORPORATE GOVERNANCE PRINCIPLES

Our Code of Ethics, which is applicable to all of our Directors, officers and employees, is intended to promote honest and ethical conduct, full and accurate public communication and compliance with applicable laws, rules and regulations.

Our Code of Ethics seeks to encourage diversity and social responsibility. We believe a diverse workforce provides a range of perspectives, skills and experiences that will help us meet the challenges and opportunities in our rapidly changing industries.

Our Code of Ethics calls for us to seek to reduce the impact of our operations on the environment and to promote environmental awareness at all levels of the Company. Our policy also calls for us to work to minimize pollution and reduce consumption of resources through waste management strategies that promote waste minimization, re-use, recovery and recycling, as appropriate. Additionally, the policy emphasizes the need to incorporate energy efficiency measures into our operations and promote efficient energy use where commercially and economically feasible. Amendments to the Code of Ethics or any grant of a waiver from a provision of the Code of Ethics that applies to our principal executive officer, principal financial officer and principal accounting officer requiring disclosure under applicable SEC and The Nasdaq Stock Market LLC ("Nasdaq") rules will be disclosed on our website.

Additionally, the Board has adopted Corporate Governance Principles that provide a framework for MYR Group’s corporate governance. The Corporate Governance Principles assist the Board in the exercise of its responsibilities to help confirm compliance with governing law and our policies.

DIRECTOR INDEPENDENCE

Our Corporate Governance Principles require that at least a majority of the Board qualify as independent directors under Nasdaq listing standards and any other requirements of the committees upon which he or she serves. Nasdaq listing standards have both objective tests and a subjective test for determining who is an independent director. The objective tests state, for example, that a director who is, or at any time during the past three years was, employed by the Company, is not considered independent. The subjective test requires the Board to affirmatively determine that the director does not have a relationship that would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities. Members of our Audit Committee and Compensation Committee, respectively, are subject to certain additional qualification requirements as described below under “Audit Committee Matters” and “Compensation Committee Matters.” During the Board’s annual review of director independence, the Board also considers transactions, relationships and arrangements between each director or an immediate family member of the director and each of MYR Group and our senior management.

After considering the Nasdaq listing standards and information provided by each director and director nominee, the Board, upon the recommendation of the NESG Committee, affirmatively determined that the following Directors and Director nominees are independent: Bradley T. Favreau, Kenneth M. Hartwick, Ajoy H. Karna, Jennifer E. Lowry, Donald C.I. Lucky, Shirin S. O'Connor and William D. Patterson. Richard S. Swartz is currently serving as President and Chief Executive Officer ("CEO") of the Company and therefore is not considered an independent Director.


MYR GROUP INC. \| 2025 PROXY STATEMENT			7

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EXECUTIVE SESSIONS OF THE BOARD

In accordance with the Corporate Governance Principles, the independent Directors meet at least twice per year in executive sessions. Executive sessions are typically held following Board meetings, without management present.

COMMUNICATIONS WITH THE BOARD AND REPORTING OF CONCERNS

The Board values and encourages constructive dialogue with shareholders and other interested parties on compensation and other important governance topics. Shareholders and other interested parties can communicate with the directors, individually or as a group, by writing to our Secretary at MYR Group Inc., 12121 Grant Street, Suite 610, Thornton, CO 80241 or by completing and submitting the “Information Request” form on our corporate website at www.myrgroup.com under the “Investor Resources” tab of the “Investors” section.

The Secretary forwards communications relating to matters within the Board’s purview to the appropriate directors, communications relating to matters within a Board committee’s area of responsibility to the Chair of the appropriate committee and communications relating to ordinary business matters to the appropriate Company officer. The Secretary generally does not forward complaints about service, new services suggestions, resumes and other forms of job inquiries, surveys, business solicitations, advertisements or inappropriate communications. Anyone who has a concern about the Company’s conduct, accounting, financial reporting, internal controls, or auditing matters may submit that concern anonymously or confidentially to the Company’s Anonymous Incident Reporting System.

BOARD LEADERSHIP STRUCTURE

The Board does not require the separation of the offices of the Chair of the Board ("Board Chair") and the CEO, and our Corporate Governance Principles provide that the Board is free to choose its Board Chair in any way that it deems best for the Company at any given point in time. When determining the leadership structure that allows the Board to effectively carry out its responsibilities and represent our shareholders' interests, the Board considers various factors, including our specific business needs, our industry's demands, our operating and financial performance, the economic and regulatory environment, the Board's self-evaluations, alternative leadership structures and our corporate governance policies and practices.

The Board believes that separate Board Chair and CEO positions provide strong leadership for our Company. By separating these positions, our CEO is able to focus on managing the Company’s daily operations and our Board Chair can devote his time and attention to matters of Board oversight and governance.

The Corporate Governance Principles provide that if the Board Chair is not an independent director, the Board will appoint an independent director to serve as lead director. As the Board Chair is currently an independent director, the Board does not have a separate lead independent director.

The Corporate Governance Principles provide that the Board Chair or the lead director, as applicable, has the following responsibilities, unless otherwise designated by the Board: (i) call and preside at all meetings of the Board, including executive sessions of the independent directors, (ii) serve as a non-exclusive liaison between the CEO or Board Chair, as applicable, and the independent directors, (iii) where appropriate, engage with the shareholders, and (iv) perform such other duties as the Board may establish or delegate.

All of our committee members and our committee chairs are independent.

The NESG Committee and the Board periodically review and consider this leadership structure to confirm it remains appropriate for MYR Group.

BOARD AUTHORITY TO RETAIN OUTSIDE CONSULTANTS

The Board has the necessary power and authority to request and obtain information directly from management, to retain outside consultants and to consult directly with management and employees where it deems appropriate. The Audit Committee has the sole authority to appoint, compensate, retain and oversee the Company’s independent registered public accountants. The Compensation Committee has the sole authority to engage, retain, oversee and terminate compensation advisers for our senior management compensation review and for our directors’ compensation review. The NESG Committee has the sole authority to retain and terminate search firms used to identify director candidates.


8			MYR GROUP INC. \| 2025 PROXY STATEMENT

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RISK OVERSIGHT

We do not view risk in isolation but consider risk as part of our regular consideration of business strategy and decisions. Assessing and managing risk is the responsibility of management, which establishes and maintains risk management processes, including action plans and controls, to balance risk mitigation and opportunities to create shareholder value. It is management’s responsibility to anticipate, identify and communicate risks to the Board and/or its committees.

The Board has the responsibility to oversee and review certain aspects of our risk management efforts, either directly or through its committees, based upon management’s identification, assessment and mitigation of risk. We approach risk management by integrating strategic planning and operational decision-making with risk oversight by management and the Board. The Board commits extensive time and effort to discussing and establishing the Company’s strategic plan, and it reconsiders key elements of the strategic plan as significant events and opportunities arise during the year. As part of the strategic plan review, the Board and management focus on the primary value drivers for the Company and risks facing the Company, as well as the Company’s corporate responsibilities.

Only independent Directors serve on our committees that support the Board’s oversight functions by regularly addressing various risks in their respective areas of oversight. Specifically, the Audit Committee assesses and manages the Company’s exposure to risk, as well as the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, and assists the Board in fulfilling its risk management oversight responsibilities in the areas of financial reporting, internal controls (including internal controls over information technology systems and security), compliance with public reporting requirements and cyber security. The Compensation Committee assists the Board in fulfilling its risk management oversight responsibilities associated with risks arising from compensation policies and programs, including the review of such programs to determine whether they encourage excessive risk-taking and to evaluate compensation policies and practices that could mitigate any such risk. The NESG Committee assists the Board in fulfilling its risk management oversight responsibilities associated with risks primarily related to corporate governance, director succession, the composition of the Board, as well as climate, environmental, and social matters. Each of the Chairs reports to the full Board at regular meetings concerning the activities of the committee, the significant issues it has discussed and the actions taken by the committee.

We believe that our leadership structure supports the risk oversight function of the Board.

BOARD AND COMMITTEE SELF-EVALUATIONS

Each year, the Board and each of the Audit Committee, the Compensation Committee, and the NESG Committee conduct a self-evaluation addressing matters that the Board and committees consider relevant to their performance. These evaluations include an assessment by each director of the performance of the Board and the committee or committees on which the director sits. The NESG Committee oversees the evaluation process.

The Board periodically retains an independent, third-party executive and corporate governance consultant to facilitate Board and committee self-evaluations and individual director performance evaluations.

COMMITTEE MEMBERSHIP AND MEETING ATTENDANCE

Our Board designates the members and Chairs of committees based on the NESG Committee’s recommendations. The Board's three standing committees—Audit, Compensation, and NESG—are each composed entirely of independent directors. Non-independent directors do not serve on any of the committees.

Each of the three standing committees has a written charter adopted by the Board. The charters define each committee’s roles and responsibilities. The charters are available on our website at investor.myrgroup.com/corporate-governance/corporate-documents. MYR Group will provide copies of these charters free of charge to any shareholder who sends a written request to our Secretary at MYR Group Inc., 12121 Grant Street, Suite 610, Thornton, CO 80241.


MYR GROUP INC. \| 2025 PROXY STATEMENT			9

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We expect directors to regularly attend Board meetings and meetings of the committees on which they serve. In 2024, the Board held 4 meetings, the Audit Committee held 4 meetings, the Compensation Committee held 4 meetings, and the NESG Committee held 3 meetings. Each of our Directors serving during the year ended December 31, 2024 attended at least 75% of the aggregate number of meetings of the Board and committees on which they served (held during the period in which the director served). The overall aggregate director attendance for all Board and committee meetings was 100%. All Directors serving at the time of the 2024 Annual Meeting, including the Director nominees, attended that meeting. All current Directors are expected to attend the 2025 Annual Meeting and each annual meeting of shareholders generally.

Current membership of the standing committees is as follows:


	Audit	Compensation	NESG
Bradley T. Favreau	0	a	a
Kenneth M. Hartwick	a	0	0
Ajoy H. Karna	a	0	0
Jennifer E. Lowry	l	0	0
Donald C.I. Lucky	0	a	l
Shirin S. O'Connor	0	l	a
William D. Patterson	0	a	0
Richard S. Swartz	x	x	x

x Not an independent director; therefore, does not serve on any committee.

lCommittee Chair

aCommittee member

BOARD REFRESHMENT

The Board's Corporate Governance Principles establish the general policies that (i) typically Directors will not be nominated for reelection or reappointment to the Board after fifteen years of service as a member of the Board and (ii) Directors will not be nominated for election or reelection to the Board after reaching the age of 72. Directors are expected to tender their resignations immediately following the first annual meeting of shareholders following their 72nd birthday. The Board retains its discretion to waive these policies in individual cases. Accordingly, current Class III Director William D. Patterson, having met the Board’s 15-year service limit, has not been nominated for reelection or reappointment to the Board and is expected to tender his resignation following the 2025 Annual Meeting, with the Board considering acceptance of his resignation at that time.

OVERBOARDING POLICY

The Board's Corporate Governance Principles provide that Directors should serve on the boards of directors of no more than three other public companies, unless the Board determines that such simultaneous service would not impair the ability of such Director to effectively serve the Company. Directors should advise the Chair of the Board and the Chair of the NESG Committee before accepting an invitation to serve on the board of directors of another public company. The Board takes into account the nature of and time involved in a Director’s service on other boards in evaluating the qualifications of each Director. The NESG Committee evaluates Director time commitments annually and compliance with this policy. All of our current Board members are in compliance with the Company’s overboarding policy.


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INSIDER TRADING POLICY

The Company has adopted an insider trading policy and procedures that govern the purchase, sale, and other dispositions of the Company’s securities by directors, officers, and employees, as well as by the Company itself and we have implemented such processes for the Company. We believe that our insider trading policy and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards.


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NOMINATING, ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE COMMITTEE MATTERS

COMMITTEE INDEPENDENCE AND RESPONSIBILITIES

The Board has determined that all of the NESG Committee members are independent under the Nasdaq listing standards. The primary responsibilities of the NESG Committee include, among others:

•identifying and recommending to the Board individuals qualified to serve as Directors of the Company;

•advising the Board with respect to the Board’s size, composition, procedures and committees;

•advising the Board on corporate governance matters, including the ongoing review and assessment of the Board's Corporate Governance Principles;

•overseeing the self-evaluation of the Board and the Board's committees;

•assisting the board in identifying, evaluating and monitoring environmental, climate, health, safety, social, and public policy trends, issues and concerns and other corporate responsibility matters ("ESG") that could affect MYR Group's business activities, performance and reputation; and

•assisting the board in determining whether the Company has appropriate policies, management systems, strategies and initiatives in place with respect to ESG matters.

CRITERIA FOR NOMINATION TO THE BOARD OF DIRECTORS

The NESG Committee is responsible for identifying, screening, and recommending candidates to the Board for Board membership in accordance with the committee’s charter, our Certificate of Incorporation, our By-Laws, our Corporate Governance Principles and additional criteria that may be considered regarding Director candidate qualifications. Candidates for nomination to the Board may be suggested by current Directors, management, shareholders, or a third-party search firm engaged to assist with director recruitment. When a third-party search firm is engaged, the NESG Committee generally provides the firm with guidance as to the qualifications, qualities, and skills that the NESG Committee is seeking in potential candidates, and the search firm identifies candidates for the NESG Committee's consideration.

The NESG Committee will consider candidates for nomination to the Board suggested by shareholders. Shareholder recommendations for Board candidates should be submitted in writing to our Secretary at MYR Group Inc. 12121 Grant Street, Suite 610, Thornton, CO 80241. For information regarding how shareholders may nominate director candidates to the Board, see "2025 Annual Meeting of Shareholders - Shareholder Proposals and Nominations for the 2026 Annual Meeting" in this Proxy Statement.

In evaluating potential candidates for Board membership, the NESG Committee will make a preliminary review of a prospective candidate’s background, career experience and qualifications based on available information. If a consensus is reached by the NESG Committee that a particular candidate would likely contribute positively to the Board’s mix of skills and experiences, the NESG Committee will conduct interviews with the candidate and may invite other Board members or Company executives to interview the candidate to assess the candidate’s overall qualifications. The NESG Committee will consider the candidate against the criteria described below in the context of the Board’s then current composition and the needs of the Board and its committees and make a recommendation to the Board as to whether the candidate should be nominated for election. This evaluation process is the same for all candidates, including any director candidates identified by shareholders.


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Since the identification and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors, and is significantly influenced by the particular needs of the Board from time to time, there is not a specific set of qualifications, qualities or skills that are necessary for a nominee to possess, other than those that are necessary to meet legal requirements, the Nasdaq listing standards and the provisions of our Certificate of Incorporation, By-Laws, Corporate Governance Principles and charters of the Board’s committees. When considering nominees, the NESG Committee will take into consideration many factors including, but not limited to, a candidate’s:

•record of accomplishments in his or her field;

•ability to make a meaningful contribution to the Board's oversight of the business and affairs of the Company;

•depth and breadth of experience at an executive, policy-making level in business, financial services, academia, law, government, technology or other areas relevant to the Company’s activities;

•personal and professional ethics, integrity and values;

•commitment to enhancing shareholder value;

•ability to exercise good judgment and provide practical insights and diverse perspectives;

•knowledge of the Company’s industry, markets and customers;

•vision, leadership and individual talents;

•absence of real and perceived conflicts of interest;

SEC Form DEF 14A filed by MYR Group Inc.