Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 9, 2023, as part of a planned leadership succession process, Betty R.
Johnson notified the Board of Directors (the "Board") of MYR Group Inc. (the
"Company") of her decision to retire as Senior Vice President and Chief
Financial Officer of the Company, effective on February 24, 2023 (the "Effective
Date"). Following the Effective Date, Ms. Johnson will continue as Senior Vice
President until May 31, 2023 to assist with an orderly transition of her duties.
Ms. Johnson's retirement is not the result of any disagreement with the Company
nor any issue related to the Company's financial statements or accounting
practices.
On January 9, 2023, the Board appointed Kelly Huntington, 47, to serve as Senior
Vice President of the Company, effective on January 9, 2023. In addition, the
Board approved that from and after the Effective Date, Ms. Huntington will serve
as Senior Vice President and Chief Financial Officer of the Company, and as the
Company's principal financial officer and principal accounting officer.
Ms. Huntington previously served as Senior Vice President & Chief Financial
Officer of USIC, LLC, an underground utility damage prevention company, from
2019 to 2022; Senior Vice President, Enterprise Strategy for OneAmerica
Financial Partners, Inc., a financial services company, from 2015 to 2019; and
in multiple roles with The AES Corporation, a utility and power generation
company, and its subsidiary Indianapolis Power & Light Company ("IPL"),
including Senior Vice President & Chief Financial Officer of IPL from 2011 to
2013 and subsequently as President and Chief Executive Officer of IPL from 2013
to 2015. Ms. Huntington also currently serves on the Board of Directors of
Capital Power (TSX:CPX). Ms. Huntington is a graduate of Massachusetts Institute
of Technology with Bachelor of Science in Management Science. She also has a
Master of Business Administration from the Kellogg School of Management,
Northwestern University.
There are no family relationships, as defined in Item 401 of Regulation S-K,
between Ms. Huntington and any of the Company's executive officers or directors
or persons nominated or chosen to become a director or executive officer. There
is no arrangement or understanding between Ms. Huntington and any other person
pursuant to which Ms. Huntington was appointed as an officer of the Company.
There are no transactions in which Ms. Huntington has a direct or indirect
material interest requiring disclosure under Item 404(a) of Regulation S-K.
In connection with Ms. Huntington's appointment to serve as Senior Vice
President and Chief Financial Officer of the Company, the Company has entered
into an employment agreement with Ms. Huntington (the "Huntington Employment
Agreement"), with an effective date of January 9, 2023. Under the Huntington
Employment Agreement, Ms. Huntington is eligible to receive a base salary of
$440,000 per year and is eligible to participate in all incentive, 401(k),
profit sharing, retirement and welfare benefit plans, policies and arrangements
generally applicable to our other similarly-situated executive officers. In
addition, Ms. Huntington has received a sign-on bonus of $100,000. Subject to
prior notice, the Huntington Employment Agreement automatically renews annually
for an additional one-year term following an initial term that expires on
January 9, 2024. The Huntington Employment Agreement contains non-competition
covenants restricting the ability of Ms. Huntington from competing with us,
soliciting our clients or recruiting our employees during the term of her
employment and for a period of one year thereafter, as well as prohibiting her
from disclosing confidential information and trade secrets of the Company.
Under the Huntington Employment Agreement, if Ms. Huntington's employment is
terminated without cause, or she resigns with good reason, Ms. Huntington would
be eligible to receive a lump sum severance payment equal to (1) two times the
sum of her base salary and target bonus (or three times, in the case of a
termination without cause or for good reason within one year following a "change
of control" (as defined in the Huntington Employment Agreement)) plus (2) the
cost of maintaining COBRA continuation coverage for herself and her dependents
for 24 months. The Huntington Employment Agreement does not provide for any
golden parachute excise tax gross up.
* * * * *
The foregoing description of the terms of the Huntington Employment Agreement is
qualified in its entirety by reference to the terms and conditions of such
agreement, which will be filed as an exhibit to the Company's Annual Report on
Form 10-K for the year ended December 31, 2022.
A copy of the press release announcing the foregoing management changes is
attached hereto as Exhibit 99.1 to this report and incorporated herein by
reference.
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Item 9.01 Financial Statements and Exhibits.
(d) The following exhibit is being furnished with this Current Report on Form
8-K.
99.1 MYR Group Inc. Press Release, dated January 9 , 202 3
Cover Page Interactive Data File (the cover page XBRL tags are embedded
104 within the Inline XBRL document)
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