UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 14A
 
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.  )

 

Check the appropriate box:

MYR Group Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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MYR GROUP INC.

THREE CONTINENTAL TOWERS
1701 GOLF ROAD, SUITE 3-1012
ROLLING MEADOWS, IL 60008-4210

March 12, 2015

Dear Fellow Stockholder,

I am pleased to invite you to attend the 2015 Annual Meeting of Stockholders of MYR Group Inc., which will be held at 9:00 a.m. local time on Thursday, April 30, 2015, at the DoubleTree Hotel, 75 West Algonquin Road, Arlington Heights, Illinois 60005. The meeting facilities will open to stockholders at 8:30 a.m. local time.

At the Annual Meeting we will report on operations and act on the matters described in the Notice of Annual Meeting of Stockholders and the Proxy Statement that follow this letter. Stockholders of record at the close of business on March 2, 2015, are entitled to notice of, and to vote at, the Annual Meeting.

It is important that your shares are represented and voted at the Annual Meeting regardless of the size of your holdings. Please complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope as soon as possible in order to ensure the presence of a quorum. If you do not vote promptly, we may incur additional costs in soliciting proxies. Voting by returning your proxy card in advance of the Annual Meeting does not deprive you of your right to attend and vote in person at the Annual Meeting.

The Board and management look forward to your participation at the Annual Meeting and appreciate your continued support.

Sincerely yours,

William A. Koertner
Chairman, President and Chief Executive Officer

YOUR VOTE IS IMPORTANT

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MYR GROUP INC.

Three Continental Towers
1701 Golf Road, Suite 3-1012
Rolling Meadows, IL 60008-4210

 

NOTICE OF THE 2015 ANNUAL MEETING OF STOCKHOLDERS
OF MYR GROUP INC.

 

TIME AND DATE:		9:00 a.m. local time on Thursday, April 30, 2015
PLACE:		DoubleTree Hotel 75 West Algonquin Road Arlington Heights, Illinois 60005
ITEMS OF BUSINESS:		(1) Election as directors of the three nominees identified in this proxy statement, each to serve a term of three years;
		(2) Advisory resolution to approve the compensation of our named executive officers;
		(3) Ratification of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2015;
		(4) Consideration of other business properly presented at the meeting.
BOARD RECOMMENDATION:		The Board of Directors recommends that you vote FOR the election of each of the nominees in Item 1 and FOR Items 2 and 3.
WHO CAN VOTE:		Stockholders of record at the close of business on March 2, 2015, are entitled to vote at the meeting, or any postponement or adjournment thereof.
DATE OF DISTRIBUTION:		This Notice of Meeting, the Proxy Statement, the accompanying proxy card and our 2014 Annual Report to Stockholders are being distributed to stockholders beginning on or about March 12, 2015.

Important Notice Regarding the Availability of Proxy Materials for our 2015 Annual Meeting of
Stockholders to be held April 30, 2015

This Notice of Meeting, the Proxy Statement, and the 2014 Annual Report to Stockholders on Form 10-K are available on our website http://investor.myrgroup.com/annuals.cfm.

Gerald B. Engen, Jr.
Senior Vice President, Chief Legal Officer and Secretary

March 12, 2015

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SUMMARY INFORMATION			1
CORPORATE GOVERNANCE			3
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE MATTERS			6
PROPOSAL NO. 1. ELECTION OF DIRECTORS			8
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			14
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			14
COMPENSATION COMMITTEE MATTERS			15
DIRECTOR COMPENSATION			18
COMPENSATION DISCUSSION AND ANALYSIS			21
PROPOSAL NO. 2. ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			44
AUDIT COMMITTEE MATTERS			46
PROPOSAL NO. 3. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			48
OTHER MATTERS THAT MAY BE PRESENTED AT THE ANNUAL MEETING			49
OWNERSHIP OF EQUITY SECURITIES			50
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING			52
2016 ANNUAL MEETING OF STOCKHOLDERS			54
DIRECTIONS TO THE ANNUAL MEETING

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.

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MYR GROUP INC.

 

March 12, 2015
 
PROXY STATEMENT
 
FOR THE 2015 ANNUAL MEETING OF STOCKHOLDERS

 

SUMMARY INFORMATION

This Summary Information section introduces the proposals to be voted on at the 2015 Annual Meeting of Stockholders (the “Annual Meeting”) as well as highlights of our corporate governance, executive compensation and business results in 2014. We encourage you to review the entire 2015 proxy statement (the “Proxy Statement”) prior to determining how you wish to vote your shares. We are holding the Annual Meeting on Thursday, April 30, 2015 at 9:00 a.m. local time at the DoubleTree Hotel, 75 West Algonquin Road, Arlington Heights, Illinois 60005.

Meeting Agenda and Voting Recommendation

Item		Proposal		Board Vote Recommendation		Page Reference (for details)
1.		Election as directors of the three nominees identified in this Proxy Statement, each to serve a term of three years		FOR EACH NOMINEE		8
2.		Advisory resolution to approve the compensation of our named executive officers		FOR		44
3.		Ratification of the appointment of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the year ending December 31, 2015		FOR		48

2014 Executive Compensation Highlights

Our executive compensation program seeks to reward our executive officers for their contributions to our short-term and long-term performance. Most importantly, we seek to link individual pay to Company success, and we work to structure executive officer compensation consistent with this goal. We maintain the following policies and practices, among others, that aim to promote our commitment to pay for performance:

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2014 Business Results

We had strong financial performance in 2014 with improvement in several financial measures. Among some of the highlights for the year were the following:

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CORPORATE GOVERNANCE

Code of Ethics and Corporate Governance Principles

We have a Code of Business Conduct and Ethics (the “Code of Ethics”) applicable to all of our directors, officers and employees. The Code of Ethics promotes honest and ethical conduct, full and accurate public communication and compliance with applicable laws, rules and regulations. We disclose any waiver or amendments to the Code of Ethics as required by the applicable rules of the U.S. Securities and Exchange Commission (“SEC”).

Additionally, the board of directors of MYR Group (the “Board”) has guidelines that provide a framework for MYR Group’s corporate governance (the “Corporate Governance Principles”). The Corporate Governance Principles assist the Board in the exercise of its responsibilities to help ensure compliance with governing law and our policies.

Stockholders and others can access our corporate governance materials, including the Certificate of Incorporation, Amended and Restated By-Laws (the “By-Laws”), Board committee charters, our Corporate Governance Principles, our Code of Ethics and other corporate governance related materials on our website at www.myrgroup.com. Copies of these materials are also available free of charge to any stockholder who sends a written request to our Secretary at MYR Group Inc., 1701 Golf Road, Suite 3-1012, Rolling Meadows, Illinois 60008-4210.

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 SEC.

Director Independence

Our Corporate Governance Principles require that at least a majority of the Board qualify as independent directors under the listing standards of the NASDAQ Stock Market (“Nasdaq”). 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 an employee director 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 independence criteria as described below under “Audit Committee Matters” and “Compensation Committee Matters.”

After considering the Nasdaq listing standards and information provided by each director, the Board determined that the following directors are independent: Jack L. Alexander, Larry F. Altenbaumer, Henry W. Fayne, Betty R. Johnson, Gary R. Johnson, Maurice E. Moore and William D. Patterson. William A. Koertner is not considered an independent director, due to his employment with MYR Group.

Executive Sessions of the Board

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

Meeting Attendance

We expect directors to regularly attend Board meetings and meetings of the committees on which they serve. The Board held fourteen meetings in 2014. All of our directors attended at least 75% of the aggregate number of meetings of the Board and the committees on which they served. All directors are expected to attend the Annual Meeting and all directors serving at the time of the 2014 Annual Meeting, including the director nominees, attended that meeting.

Communications with the Board

The Board values and encourages constructive dialogue with stockholders and other interested parties on topics such as compensation and other important governance topics. Stockholders and other interested parties can communicate with the directors, individually or as a group, by writing to our Secretary at MYR Group Inc., 1701 Golf Road, Suite 3-1012, Rolling Meadows, Illinois 60008-4210 or by submitting an e-mail to our

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corporate website at http://investor.myrgroup.com/contactBoard.cfm. 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, such as suggestions, inquiries and consumer complaints, to the appropriate MYR Group officer. The Secretary does not forward complaints about service, new services suggestions, resumes and other forms of job inquiries, surveys, business solicitations or advertisements or inappropriate communications.

Board Leadership Structure

Our Corporate Governance Principles provide that the Board is free to choose its board leadership structure and Chairman in any way that it deems best for MYR Group and its stockholders. When determining the leadership structure that allows the Board to effectively carry out its responsibilities and represent our stockholders’ interests, the Board considers various factors including our specific business needs, our industries’ demands, our operating and financial performance, the economic and regulatory environment, Board self-evaluations, alternative leadership structures and our corporate governance policies and practices. William A. Koertner currently serves as both Chairman of the Board and our Chief Executive Officer (“CEO”). He has held both of those positions since 2007. The Board believes that our current leadership structure is appropriate at this time because it effectively utilizes Mr. Koertner’s extensive experience and knowledge of our industry and Company and provides for efficient leadership of our Board and Company. In accordance with the Corporate Governance Principles, the independent directors selected Gary R. Johnson to serve as the Board’s Lead Director. As Lead Director, Mr. Johnson has the authority to call meetings of the independent directors and his duties include, among others, presiding at executive sessions of the independent directors, which are typically held following Board meetings without management present, and serving as a liaison between the Chairman and the independent directors and, where appropriate, with the stockholders.

The Board believes that combining the Chairman and CEO positions, together with an independent Lead Director, is appropriate at this time. In making this determination, the Board has taken into consideration MYR Group’s size, structure and business as well as Mr. Koertner’s knowledge of the industry, successful tenure with MYR Group and his established relationships with our customers. The Board also believes that Mr. Koertner is in the best position to inform our independent directors about our operations, projects and issues important to the Company. Except for Mr. Koertner, the Board is comprised entirely of independent directors and all of the committee members are independent. 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. Our overall corporate governance policies and practices, combined with the strength of our independent directors, minimize potential conflicts that may result from combined roles of Chairman and CEO. The Nominating and Corporate Governance Committee and the other independent directors periodically review this structure to ensure it is still appropriate.

Risk Oversight

We do not view risk in isolation but consider risk as part of our regular consideration of business strategy and business 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 stockholder 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 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.

The Board’s standing committees are each chaired by an independent director and support the Board’s oversight functions by regularly addressing various risks in their respective areas of oversight. Specifically, the

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Audit Committee assists the Board in fulfilling its risk management oversight responsibilities in the areas of financial reporting, internal controls and compliance with public reporting requirements. 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 incentive compensation to ensure our programs do not encourage unnecessary and excessive risk taking. The Nominating and Corporate Governance Committee assists the Board in fulfilling its risk management oversight responsibilities associated with risks primarily related to corporate governance. Each of the committee 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. All directors are actively involved in the risk oversight function and with our CEO serving as Chairman of the Board, he is able to promote open communication between management and directors relating to risk.

Committee Membership

Our Board designates the members and chairs of committees based on the Nominating and Corporate Governance Committee’s recommendations. Because he is not an independent director, William A. Koertner does not serve on any of the committees. The Board has three standing committees — Audit, Compensation, and Nominating and Corporate Governance — each comprised entirely of independent directors. Membership of the committees in 2014 was as follows:

Name

Audit

Compensation

Nominating and Corporate Governance

Jack L. Alexander

X

X

—

Larry F. Altenbaumer

—

Chair

X

Henry W. Fayne

X

X

—

Betty R. Johnson

X

—

X

Gary R. Johnson

—

X

Chair

Maurice E. Moore

X

—

X

William D. Patterson

Chair

X

—

Number of Meetings in 2014

5

6

2

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 www.myrgroup.com. MYR Group will provide copies of these charters free of charge to any stockholder who sends a written request to our Secretary at MYR Group Inc., 1701 Golf Road, Suite 3-1012, Rolling Meadows, Illinois 60008-4210.

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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE MATTERS

The Board has determined that all of the Nominating and Corporate Governance Committee members are independent under the Nasdaq listing standards. The primary responsibilities of the Nominating and Corporate Governance Committee include (i) identifying and recommending to the Board individuals qualified to serve as director, (ii) advising the Board with respect to the Board’s size, composition, procedures and committees, (iii) developing and recommending to the Board the corporate governance principles applicable to the Company, (iv) overseeing the self-evaluation of the Board and Board committees and (v) providing oversight with respect to corporate governance and ethical conduct.

Criteria for Nomination to the Board of Directors and Diversity

Candidates for nomination to the Board are selected by the Nominating and Corporate Governance Committee 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 by the Board regarding director candidate qualifications. The Nominating and Corporate Governance Committee will evaluate all candidates in the same manner and using the same criteria, including recommendations from stockholders.

Since the identification and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors, and will be significantly influenced by the particular needs of the Board from time to time, there is not a specific set of minimum 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 Nominating and Corporate Governance Committee may take into consideration many factors including, but not limited to, a candidate’s:

When considering nominees, the Nominating and Corporate Governance Committee may also consider whether the candidate possesses the qualifications, experience and skills it considers appropriate in the context of the Board’s overall composition and needs. In addition, our Corporate Governance Principles specify that the Nominating and Corporate Governance Committee should consider the value of diversity on the Board in the director nominee identification and nomination process. Accordingly, while the Company does not have a specific policy regarding diversity, the Committee’s evaluation of director nominees includes consideration of their ability to contribute to the diversity of personal and professional experiences, opinions, perspectives and backgrounds on the Board. Nominees are not discriminated against on the basis of race, color, religion, sex, ancestry, national origin, sexual orientation, disability or any other basis proscribed by law. The Committee will assess the effectiveness of this approach as part of its review of the Board’s composition as well as in the course of the Board’s and Committee’s self-evaluation process.

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Under the heading “Proposal No. 1. Election of Directors,” we provide an overview of each nominee’s principal occupation, business experience and other directorships of publicly traded companies, together with the qualifications, experience, key attributes and skills the Committee and the Board believe will best serve the interests of the Board, the Company and our stockholders.

Board and Committee Self-Evaluations

The Board and each of the Audit, Compensation, and Nominating and Corporate Governance committees conduct an annual self-evaluation addressing matters the Board and committees consider relevant to their performance. These evaluations include both a qualitative and quantitative assessment by each director of the performance of the Board and the committee or committees on which the director sits. The Nominating and Corporate Governance Committee oversees the evaluation process.

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PROPOSAL NO. 1. ELECTION OF DIRECTORS

The Board currently consists of eight directors. The directors are divided into three classes, designated as Class I, Class II and Class III. The term for each class expires at the conclusion of a three-year term. At the 2015 Annual Meeting, the Class II director positions are up for election.

The Nominating and Corporate Governance Committee recommended to the Board, and the Board approved, the nomination of Jack L. Alexander, Betty R. Johnson, and Maurice E. Moore as directors, each for a term ending at the 2018 Annual Meeting of Stockholders or until his or her successor has been chosen and qualified.

If any nominee should be unavailable to serve due to an unanticipated event, the Board may designate another person as a substitute nominee or, in accordance with our By-Laws, act to reduce the number of directors. If the Board substitutes another nominee, your proxy will be voted for the substitute nominee.

None of the nominees are related to another or to any other director or executive officer of MYR Group or its subsidiaries by blood, marriage or adoption.

THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE NOMINEES.

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Director Qualifications

When considering whether our directors, including the nominees, should serve as a director and have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its responsibilities effectively in light of our businesses and structure, the Nominating and Corporate Governance Committee and the Board considered their wealth of knowledge of our industry and customers, integrity, their particular experiences, individual talents, business judgment and vision, leadership skills and what each individual would bring to the Board as a whole, including the information discussed in each of the director’s individual biographies set forth in the tables below. Additionally, the Board considered and valued that each of our directors has extensive experience as a business leader and has a strong understanding of business operations in general. In particular, the Board considered that each of the directors has a strong background in the utilities sector, and the Board believes that such relevant experience is important in evaluating and overseeing our business development and strategies.

The following is information as of March 1, 2015, regarding each director who is up for election at the Annual Meeting:

Jack L. Alexander   Age: 67 Director Since: 2007 Director Class: Class II		Mr. Alexander retired from MidAmerican Energy Company (“MidAmerican”) in 2005 and provided advisory and consulting services to MidAmerican until 2007. Prior to his retirement, Mr. Alexander spent 32 years serving in various roles with MidAmerican from 1973 to 2005. He was Senior Vice President of Supply and Marketing from 2002 to 2005 and was responsible for electric generation, energy trading, marketing and sales, risk management and legislation and regulation. Prior to this, Mr. Alexander held roles in engineering, corporate planning, human resources and energy delivery. He has over 13 years of experience leading MidAmerican’s human resources function, with responsibility for labor relations, contract negotiations, compensation and benefits, employment and employee development and training. Mr. Alexander holds a Bachelor of Science degree in business administration and economics from Morningside College.

Qualifications, Experience, Key Attributes and Skills:

Mr. Alexander’s background as a senior executive at MidAmerican and varied industry experience in transmission and distribution, electric generation, energy trading, marketing and sales, risk management, legislation and regulation, engineering, corporate planning and human resources provide him with an extremely broad and fundamental understanding related to our operations and organizational structure, our utility customers and our transmission and distribution business sector. He also has extensive experience with mergers and acquisitions including asset valuations and due diligence on a number of utility acquisitions. His knowledge and experience is extremely relevant to Mr. Alexander’s role as a member on the Audit Committee. While at MidAmerican, Mr. Alexander was responsible for the construction of over $2.0 billion of new electric generation in the state of Iowa including one of the world’s largest land-based wind energy projects. He also has experience serving as MidAmerican’s chief company spokesperson on a number of IBEW labor contract negotiations. His human resources leadership and experience in labor relations, contract negotiations, compensation and benefits, employment and employee development and training provide a unique and thorough perspective that is of great value in Mr. Alexander’s role on our Compensation Committee.

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Betty R. Johnson   Age: 56 Director Since: 2007 Director Class: Class II		Ms. Johnson currently serves as the Chief Financial Officer of Faith Technologies, Inc., a privately held electrical, engineering and technology systems contractor. From 2009 to 2014, Ms. Johnson served as the Vice President of Global Finance and Chief Financial Officer of Sloan Valve Company, an international manufacturer and distributor of water efficient products to the commercial plumbing industry. Prior to this, Ms. Johnson was Executive Vice President and Chief Financial Officer with Block and Company, Inc., a manufacturer and distributor of money handling and office products from 2003 to 2009. From 1999 to 2003 she served as the Vice President —  Operations/Finance with Encompass Services Corporation, an electrical and mechanical construction company. Ms. Johnson served as MYR Group’s Controller from 1992 to 1998 and Vice President and Controller from 1998 to 1999. In addition, Ms. Johnson has 11 years of experience in various auditing roles within Deloitte and Touche’s construction industry group. Ms. Johnson holds a bachelor’s degree in business administration from Loyola University Chicago and is a certified public accountant.

Qualifications, Experience, Key Attributes and Skills:

Ms. Johnson’s experience as a financial officer at a variety of companies as well as her construction background, including her employment with us, and understanding of finance and accounting, risk auditing, internal controls and procedures for financial reporting processes for large publicly traded corporations provide her with a strong foundational understanding of our financial requirements as well as the financial challenges and issues facing the Company, industry and market. This combination of background and experience ideally positions Ms. Johnson as a key member on both our Audit and Nominating and Corporate Governance Committees.

Maurice E. Moore   Age: 64 Director Since: 2010 Director Class: Class II		Since 2009, Mr. Moore has been Managing Director and sole proprietor of Primus Financial Group, LLC, a firm providing leasing and project finance advisory services to companies engaged in the renewable energy business. With more than 25 years of professional financial experience, Mr. Moore has an extensive background in originating, negotiating, syndicating and financing large capital projects in various business segments, including the electric utility and renewable energy industries. Prior to his position at Primus Financial Group, Mr. Moore served in senior leadership roles with Chase Equipment Leasing, Inc. from 2006 to 2009, a division of JP Morgan Chase offering a variety of financing and lease solutions to help businesses acquire the equipment needed for daily operations; and JP Morgan Capital Corporation, and its predecessor companies, from 1986 to 2005. Prior to serving on the Board, Mr. Moore served on the boards for West Suburban Medical Center and Community Chest of Oak Park & River Forest, Illinois, and was formerly Finance Advisory Committee Chairman for Oak Park & River Forest High School in Illinois. Mr. Moore earned a Bachelor of Science degree in civil engineering from Brown University and a Masters of Business Administration degree from Harvard Business School.

Qualifications, Experience, Key Attributes and Skills:

Mr. Moore has substantial leadership, financial services and capital expenditures experience, and has advised a variety of clients engaged in energy and renewable energy markets. His skills in originating, negotiating and financing large capital projects in both similar and varying environments serve as a guiding force concerning our capital investment and expenditure plans. In addition, his financial advisory involvement in the renewable energy space provides a diverse range of insight that contributes to the Board’s understanding of the markets in which we operate. Mr. Moore’s business acumen and participation on the

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Audit and Nominating and Corporate Governance Committees help to broaden our exposure and understanding of successful financial practices and growth strategies.

The following is information regarding Class I and Class III directors serving as of March 1, 2015:

Henry W. Fayne   Age: 68 Director Since: 2007 Director Class: Class I Expiration of Term: 2017		Mr. Fayne has more than 30 years of experience with American Electric Power (“AEP”), an electric utility company servicing five million customers in 11 states. During his tenure from 1974 to 2004, he held senior positions in both finance and operations. Most recently, he served as Executive Vice President of Energy Services and was responsible for transmission, distribution and customer relations operations for the AEP system, which employed approximately 15,000 line workers. He also served as Chief Financial Officer and Executive Vice President —  Financial Services and was responsible for financial planning and budgeting, risk management, internal audits, accounting and treasury functions. After retiring from AEP in 2004, Mr. Fayne began providing advisory and consulting services to various companies, including Century Aluminum Company. In addition to serving on our Board, Mr. Fayne currently serves as chairman of the board of directors for Southwest Generation, LLC, a privately held gas-fired generating company; director and chairman of the audit committee of the board of directors for Murray Energy Corporation, a privately held coal mining company; sits on the board of directors of Youth and Families, a non-profit organization serving at-risk children in Franklin County, Ohio; and serves as a director of Summit Utilities Inc., a privately held gas distribution company. Mr. Fayne holds a Bachelor of Arts degree in economics from Columbia College of Columbia University and a Masters of Business Administration degree from the Columbia Business School.

Qualifications, Experience, Key Attributes and Skills:

With over 35 years of total industry experience, Mr. Fayne’s extensive background in financial planning, budgeting, risk management and operational experience with AEP combine to provide extremely relevant insight and guidance related to our primary operations. His substantial executive leadership expertise and consulting experience are directly relevant to our operations and activities as well as to his service on our Audit and Compensation Committees, and help aid the Board’s strategic and high-level planning as well as the Board’s understanding of our customers and competitors. Mr. Fayne’s participation on a variety of other boards provides him with a well-rounded perspective to further enhance the Board’s understanding of the industry.

Gary R. Johnson   Age: 68 Director Since: 2007 Director Class: Class I Expiration of Term: 2017		Most recently, Mr. Johnson was Vice President and General Counsel of Xcel Energy and its wholly-owned subsidiary, Northern States Power Company. Xcel Energy, through its subsidiaries, is a leading electric and natural gas utility company offering a comprehensive portfolio of energy-related products and services to customers throughout the western and midwestern United States. Mr. Johnson occupied this position from 2000 until his retirement in 2007. From 1989 to 2000, Mr. Johnson was Vice President and General Counsel of Northern States Power Company, the predecessor to Xcel Energy. He holds a bachelor’s degree in history from the University of Minnesota and a Masters in Public Administration degree from the Ohio State University. Mr. Johnson is a graduate of the University of Minnesota Law School.

Qualifications, Experience, Key Attributes and Skills:

Through his distinguished career as an executive officer and general counsel at Xcel Energy and Northern States Power Company, Mr. Johnson gained a broad understanding of the business, industry, legal issues and regulatory landscape of the electrical utility industry. Serving as Lead Director on the Board and the Chairman

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of the Nominating and Corporate Governance Committee, Mr. Johnson uses his vast knowledge to provide a valuable perspective that assists the Board in its understanding of current legal and regulatory issues facing us and the industry.

Larry F. Altenbaumer   Age: 66 Director Since: 2006 Director Class: Class III Expiration of Term: 2016		Mr. Altenbaumer has over 40 years of experience in the energy industry and is currently an independent consultant providing services to several organizations both in and outside of the energy industry. Currently, he serves as an independent director for the Southwest Power Pool, a FERC-approved regional transmission organization covering portions of eight states, and as a director for Summit Utilities, a privately-held holding company that owns and operates natural gas distribution companies in Colorado, Missouri and Maine. He is also currently serving as the executive director of the Midwest Inland Port, a regional economic development initiative based in Decatur, Illinois. Mr. Altenbaumer joined Illinois Power Company (“Illinois Power”), an electric and natural gas utility, in 1970 and spent much of his nearly 34 years there in various financial leadership positions, including Treasurer, Controller and Chief Financial Officer prior to becoming President in 1999. During his tenure with Illinois Power, Mr. Altenbaumer also served as executive Vice President for Regulated delivery for Dynegy, Inc. (“Dynegy”), a wholesale power, capacity and ancillary service provider. Illinois Power became a subsidiary of Dynegy in 2000, in a transaction led by Mr. Altenbaumer for Illinois Power. Mr. Altenbaumer received a Bachelor’s Degree in electrical engineering and computer science from the University of Illinois.

Qualifications, Experience, Key Attributes and Skills:

Mr. Altenbaumer’s long record of achievement in various leadership positions at Illinois Power, including President, enables him to provide valuable insight into key aspects of successfully managing our day-to-day business and management operations. This experience and his current position as a director of the Southwest Power Pool and a member of its Human Resources Committee and Finance Committee support his role as Chairman of the Compensation Committee. His executive management roles, knowledge of our customers and competitors and range of consulting experience both inside and outside of the energy industry strengthen Mr. Altenbaumer’s ability to provide strategic leadership to help us better position ourselves for future growth and success. In addition, Mr. Altenbaumer’s board service for the Southwest Power Pool along with the nature of his activity in support of several ArcLight portfolio companies provide him with relevant expertise in areas related to corporate governance issues affecting U.S. publicly traded companies and arm him with a wide base of knowledge related to his membership on the Nominating and Corporate Governance Committee.

William A. Koertner   Age: 65 Director Since: 2007 Director Class: Class III Expiration of Term: 2016		Mr. Koertner joined MYR Group in 1998 as Senior Vice President, Treasurer and Chief Financial Officer, responsible for all financial functions including accounting, treasury, risk management and MIS operations. He was promoted to President and CEO in December 2003. In his role as President and CEO, he has complete profit and loss responsibility for the Company. Prior to joining MYR Group, Mr. Koertner served as Chief Financial Officer for Central Illinois Public Service Company from 1995 to 1998 and President and Chief Executive Officer of CIPSCO Investment Company (“CIPSCO”) from 1995 to 1998 as well. CIPSCO manages nonutility investments and provides investment management services for affiliates. Mr. Koertner holds a Bachelor of Science degree in finance from Northern Illinois University and a Masters of Business Administration degree from the University of Illinois.

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Qualifications, Experience, Key Attributes and Skills:

Through Mr. Koertner’s tenure as both President and CEO and Chief Financial Officer of MYR Group, he has gained an in-depth understanding of our day-to-day operations and has helped to develop and set our short- and long-term growth strategies. He has been an instrumental force in building and maintaining key customer, vendor and investor relationships that have played an integral role in helping to further understand our business goals, the markets in which we operate and our competitive climate, all of which have contributed greatly to the success of the Company. Mr. Koertner also brings a wealth of financial expertise and utility background to his role and possesses an expert understanding of accounting and treasury practices, risk management and MIS operations, which allows him to provide sound guidance to the Board regarding our strategies and management.

William D. Patterson   Age: 60 Director Since: 2007 Director Class: Class III Expiration of Term: 2016		In October 2010, Mr. Patterson rejoined EnSTAR Management Corporation, a company that he founded to provide advisory and consulting services to utilities. Prior to this, Mr. Patterson served as Senior Vice President of Corporate and Business Development for American Water Works Company, Inc., the largest investor-owned U.S. water and wastewater utility company. From 2005 through mid-2008, Mr. Patterson served as Senior Vice President and Chief Financial Officer of Pennichuck Corporation, an investor-owned water utility holding company. From January 2003 to January 2005, he served as an executive advisor to Concentric Energy Advisors, a private firm located in Marlborough, Massachusetts, providing financial advisory and consulting services for utilities. His experience also includes nearly 20 years of work within the investment banking industry, serving in senior positions at E.F. Hutton, Shearson Lehman and Smith Barney, where he was managing director and co-head of the corporate finance department’s regulated utilities practice. Mr. Patterson earned his Bachelor of Science degree in civil engineering from Princeton University, graduating summa cum laude. He earned his Masters of Business Administration degree in finance and accounting from the University of Chicago Booth School of Business.

Qualifications, Experience, Key Attributes and Skills

Mr. Patterson is a financial executive and expert with 30 years of experience primarily serving the regulated utility and energy/utility infrastructure markets. As Chairman of the Audit Committee and a member of the Compensation Committee, Mr. Patterson brings a broad-based track record of success as a banker, investor and advisor and has held senior management and independent director positions for both public and private companies. His service as a senior executive for various companies in the utility industry provides him with an unparalleled understanding and awareness of our markets and a valuable perspective in the review and analysis of financial statements and results.

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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our executive officers, directors and persons who own more than 10% of our common stock to report their ownership of our common stock and changes in that ownership.

We reviewed copies of reports filed pursuant to Section 16(a) of the Exchange Act and written representations from reporting persons that all reportable transactions were reported. Based solely on that review, we believe that during the fiscal year ended December 31, 2014, all required filings were timely made in accordance with Exchange Act requirements, except for one Form 4, which was inadvertently filed late on behalf of Mr. Koertner.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Review, Approval and Ratification of Transactions with Related Persons

We have a written policy and procedures for the review, approval and ratification of transactions with related persons, which has been adopted by the Board. Under our policy, the definition of related persons includes, among others, our named executive officers, directors, beneficial owners of more than 5% of our common stock and any of the foregoing person’s immediate family members. In considering the approval of any related party transaction, the Audit Committee will consider whether or not the terms of the transaction are fair to the Company.

Pursuant to our policy, there were no reported transactions in 2014 that qualified as a related person transaction, and therefore no reported transaction was referred to the Audit Committee or any other committee of the Board for review.

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COMPENSATION COMMITTEE MATTERS

The Board established the standing Compensation Committee in accordance with our By-Laws. The Board has determined that each member of the Compensation Committee qualifies as an “independent” director as defined under the Nasdaq rules, as a “non-employee director” as defined in Rule 16b-3(b)(3) under the Exchange Act and as an “outside director” within the meaning of Section 162(m)(4)(C)(i) of the Internal Revenue Code of 1986, as amended (the “IRS Code”).

The Compensation Committee firmly believes that the compensation of our executive officers should emphasize paying for performance that contributes to our success while encouraging behavior that is in our stockholders’ long-term best interests. The Compensation Committee is responsible for assisting the Board in overseeing the Company’s compensation and employee benefit plans and practices, including its executive compensation plans and its incentive-compensation and equity-based plans. To represent and assist the Board in its oversight of the Company’s compensation practices and under its charter, the Compensation Committee performs, among others, the following tasks:

The Compensation Discussion and Analysis, included in this Proxy Statement, goes into further detail about the Compensation Committee’s processes for determining the appropriate levels of compensation for executive officers and directors.

Compensation Consultants

In order to fulfill its duties, the Compensation Committee has the authority to retain, at the Company’s expense, its own advisors and compensation consultants and to approve their compensation. These external compensation consultants provide the Compensation Committee with guidance on compensation trends, program designs and market research and advice and recommendations on both executive and director compensation. They also help evaluate the competitive position of named executive officers’ and directors’ compensation, and provide advice on incentive award programs. Their findings are discussed in more detail in the Compensation Discussion and Analysis.

Compensation consultants are engaged by and report directly to the Compensation Committee on executive compensation matters and meet separately with the Compensation Committee outside the presence of management. Interaction between the compensation consultants and management is generally limited to providing necessary information and data.

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Since November 2009, the Compensation Committee has retained Mercer to serve as its compensation consultant. The Compensation Committee has reviewed the independence of Mercer’s advisory role relative to the six consultant independence factors adopted by the SEC to guide listed companies in determining the independence of their compensation consultants, legal counsel and other advisers. Following its review, the Compensation Committee concluded that Mercer has no conflicts of interest, and provides the Compensation Committee with objective and independent executive compensation advisory services.

Compensation Risk Assessment

In reviewing and approving compensation programs, the Compensation Committee considers whether the programs are likely to promote risk-taking behavior that could adversely affect the Company. The Compensation Committee has designed the Company’s compensation programs, including the Company’s incentive compensation plans, with specific features to address potential risks while rewarding employees for achieving long-term financial and strategic objectives through prudent business judgment and appropriate risk taking. The following elements have been incorporated into our programs available for our executive officers:

The Compensation Committee annually performs an assessment of compensation-related risks for all of our policies and programs. Periodically, the Compensation Committee retains outside consultants to assist in these assessments. These assessments include a review of multiple factors including, but not limited to, the design of compensation policies and programs, controls and approval processes and the negative discretion provided in the oversight of these programs. In 2014, the Compensation Committee concluded that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company. In the event that the Company’s risk profile was to change, the Compensation Committee would consider appropriate adjustments in policies and practices.

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Compensation Committee Report for the Year Ended December 31, 2014

The Compensation Committee oversees our compensation program on behalf of the Board. In fulfilling its oversight responsibilities, the Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis included in this Proxy Statement.

In reliance on the review and discussion referred to above, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in our Proxy Statement to be filed with the SEC in connection with our Annual Meeting and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC (“2014 Form 10-K”).

Compensation Committee:		Larry F. Altenbaumer, Chair
		Jack L. Alexander
		Henry W. Fayne
		Gary R. Johnson
		William D. Patterson

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DIRECTOR COMPENSATION

The Compensation Committee reviews director compensation periodically and recommends changes to the Board when it deems them appropriate. We use a combination of cash and equity-based compensation to attract and retain non-employee directors and to compensate such directors for their service on the Board in an amount that is commensurate with their role and involvement. In establishing non-employee director compensation, the Compensation Committee and the Board consider analyses prepared by Mercer of reported non-employee director compensation practices at the peer companies used by the Compensation Committee in its evaluation of named executive officers’ compensation, discussed more fully in the “Compensation Discussion and Analysis” section of this Proxy Statement.

In October 2013, Mercer performed and presented to the Compensation Committee a non-employee director compensation study (the “Mercer Non-Employee Director Compensation Review”). The Mercer Non-Employee Director Compensation Review included comparisons to the Peer Group (as defined and discussed below under “Use of Compensation Consultants and Peer Groups”) to ensure that the compensation of our non-employee directors was competitive with the group and our markets. The Compensation Committee generally seeks to target our non-employee directors’ total compensation (defined as total cash compensation and total equity compensation) at or near the median total compensation of the non-employee directors of the Peer Group. The Mercer Non-Employee Director Compensation Review indicated that the compensation of our non-employee directors was between the 25^th and 50^th percentile of the Peer Group and made the following recommendations:

Taking Mercer’s recommendations into consideration, for 2014 the Compensation Committee recommended to the Board and the Board approved the following compensation for our non-employee directors for service on the Board and Board committees:

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The annual cash retainer was increased from $35,000 to $57,000 for each non-employee member of the Board in 2014 and was restructured to include compensation for attendance at seven in-person Board meetings and four telephonic Board meetings. Prior to 2014, each non-employee member of the Board was compensated $2,000 for every meeting attended in person and $1,000 for every meeting of the Board attended telephonically. The above described non-employee director compensation package resulted in a total non-employee director compensation amount that was below the market median for the Peer Group.

Other Features

Our insider trading policy, among other things, prohibits directors from hedging the economic risk of their stock ownership and holding shares of the Company’s common stock in a margin account or pledging shares as collateral for a loan. In addition, the Board established stock ownership guidelines for our non-employee directors to reinforce the importance of aligning the interests of the members of the Board with the interests of our stockholders. The guidelines require non-employee directors to meet an equity ownership level with a value equal to or greater than four times the annual retainer within five years from the later of March 31, 2011 and the date the non-employee director was appointed to the Board and three years from the effective date of an increase in compensation. We have adopted retention requirements with respect to these stock ownership guidelines whereby non-employee directors are expected to retain net shares received through an exercise of a stock option or the vesting of restricted stock if they have not satisfied the required equity ownership level.

The following table sets forth each non-employee director’s ownership as of March 6, 2015 for stock ownership guidelines purposes:

Name

Share Ownership(1)

Market Value ($)(2)

Ownership Guideline

Current Ownership Multiple

Jack L. Alexander

10,773

305,199

4.0x

5.4x

Larry F. Altenbaumer

13,715

388,545

4.0x

6.8x

Henry W. Fayne

10,490

297,181

4.0x

5.2x

Betty R. Johnson

9,642

273,157

4.0x

4.8x

Gary R. Johnson

13,811

391,265

4.0x

6.9x

Maurice E. Moore

9,042

256,160

4.0x

4.5x

William D. Patterson

11,468

324,888

4.0x

5.7x

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2014 DIRECTOR COMPENSATION TABLE

The following table sets forth the compensation earned by each of our non-employee directors for the fiscal year ended December 31, 2014:

Name		Fees Earned or Paid in Cash ($)(1)				Stock Awards ($)(2)				Total ($)(3)
Jack L. Alexander			81,000				59,998				140,998
Larry F. Altenbaumer			91,000				59,998				150,998
Henry W. Fayne			81,000				59,998				140,998
Betty R. Johnson			77,000				59,998				136,998
Gary R. Johnson			86,000				59,998				145,998
Maurice E. Moore			81,000				59,998				140,998
William D. Patterson			90,000				59,998				149,998

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COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This Compensation Discussion and Analysis describes the material components of our executive officer compensation program for the officers who are named in the Executive Compensation Tables below and who are referred to as our “named executive officers.” Our named executive officers for 2014 were as follows:

Executive Summary

2014 Company Performance

MYR Group is a leading specialty contractor serving the electrical infrastructure market throughout the United States and has the experience and expertise to complete electrical installations of any type and size. Our comprehensive services on electric transmission and distribution networks and substation facilities include design, engineering, procurement, construction, upgrade, maintenance and repair services. Our transmission and distribution customers include electric utilities, private developers, cooperatives and municipalities. We also provide commercial and industrial electrical contracting services to property owners and general contractors throughout the western United States.

Fiscal year 2014 was a year of strong performance with a number of accomplishments for our Company:

We credit our performance in 2014 in part to a sound compensation program, which aims to pay for performance and align compensation with both the short-term and long-term interests of our stockholders.

Pay For Performance

We have designed our compensation programs to reward our key executive officers for their contributions to our short-term and long-term performance and to be competitive with programs offered by companies with which we compete for executive officer talent. We believe that the pay of our named executive officers should be directly linked to performance; thus our compensation programs are designed to reward strong financial performance and safe operations.

2014 Target Performance-Based Compensation

We endeavor to maintain strong compensation practices, which requires effective governance standards with respect to the oversight of our executive compensation policies and practices. Although we do not use a specific formula to determine the mix of performance-based and fixed compensation paid to our named executive officers, our emphasis on pay-for-performance resulted in performance-based compensation (which we define as performance share awards and cash awards tied to performance) representing a significant part of

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our named executive officers’ target compensation in 2014. In 2014, performance-based compensation represented approximately 55% of the target Total Direct Compensation (which we define as base salary, target bonus under our Senior Management Incentive Plan (the “SMIP”) and target value of equity awards under our LTIP) for our CEO and an average of approximately 48% for our other named executive officers, as shown in the charts below:

As shown below for 2014, the target Total Direct Compensation for our CEO and named executive officers was below the 2013 median for the Peer Group (as discussed below under “Use of Compensation Consultants and Peer Groups”):

		2014 Target Total Direct Compensation ($ in 000s)				Peer Group 2013 Median Total Direct Compensation ($ in 000s)
Chief Executive Officer		$	2,215			$	2,310
Other named executive officers (average)		$	910			$	911

Key Features of Our Compensation Practices and Philosophy

We adhere to executive compensation best practices

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What we do to align executive compensation with the interests of our shareholders		What we don’t do
þ Pay for Performance.  We granted equity awards under our LTIP that provide a mix of retention-based awards and awards that will reward our executives for the achievement of long-term performance goals that are intended to maximize stockholder value;		⊗ No Hedging and Pledging.  We have an insider trading policy that prohibits our named executive officers from hedging the economic risk of their stock ownership and holding shares of the Company’s common stock in a margin account or pledging shares as collateral for a loan;
þ Say on Pay.  We annually put our named executive officer compensation to an advisory vote of our stockholders and received a positive response of over 97% at our 2014 Annual Meeting;		⊗ No Gross-ups Going Forward.  We maintain a policy that does not include gross-up payments for excise taxes in new employment agreements; and
þ Stock Ownership Guidelines.  We have stock ownership guidelines, with a stock retention feature, for our named executive officers; and		⊗ No Single Trigger.  Our employment agreements with our named executive officers provide for additional severance payments and benefits only on a so-called “double trigger” basis, for termination without cause or for good reason following a change of control.
þ Stockholder Input.  We encourage open dialogue with stockholders to solicit input and feedback on our compensation practices and policies.

Objectives of our Compensation Programs

We seek to maintain the competitiveness of our executive compensation program with those of our peers and competitors. Adjustments to both overall compensation and the individual components of compensation are based on various factors, including results of compensation benchmarking studies, general economic conditions, the effects of inflation or other economic forces, changes in our business operations and the related financial results, results from our stockholder vote on Say-on-Pay and changes in the compensation practices of our competitors. We also take into account each executive officer’s individual performance when making compensation adjustments.

The primary objectives of our executive compensation program are to:

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Management’s Role

The Compensation Committee oversees the executive compensation program for our named executive officers, as discussed under “Compensation Committee Matters.” Our management also plays an important role in setting the compensation of our named executive officers by initially recommending various aspects of incentive compensation, including financial performance goals, safety performance goals and strategic goals relating to each named executive officer. Management also makes recommendations regarding the salary, cash bonus and equity awards for our named executive officers (other than with respect to our CEO). While our management makes recommendations as to the goals and awards for named executive officers’ incentive compensation (other than with respect to our CEO), the Compensation Committee has final authority and complete discretion to ultimately set the compensation of our named executive officers.

At the request of the Compensation Committee, our CEO presents to the Compensation Committee his evaluation of the performance of our other named executive officers and his recommendations regarding their compensation. The Compensation Committee considers these evaluations and recommendations in determining our named executive officers’ salaries and the amounts that may be paid under our incentive plans.

To assist the Compensation Committee, management also prepares information “tally sheets.” The purpose of the tally sheets is to provide the Compensation Committee the information on key elements of actual realized compensation and potential realizable compensation for our named executive officers so that the Compensation Committee may fully evaluate our total compensation packages. Further, the Compensation Committee discusses compensation decisions with Mercer, its independent compensation consultant, and deliberates on such decisions without management present.

Use of Compensation Consultants and Peer Groups

The Compensation Committee believes that it is appropriate to utilize compensation benchmarking studies of our peer and competitor companies to establish initial compensation targets because the competitiveness of our compensation practices greatly influences our ability to attract, motivate and retain top executive officer talent, which is an important determinant of our business success. However, the Compensation Committee believes compensation benchmarking studies should be considered only as a point of reference for measurement and not as the determinative factor for our named executive officers’ compensation. The results of the studies do not supplant the significance of the individual performance of our named executive officers that the Compensation Committee considers when making compensation decisions. Because the information provided by compensation benchmark studies is just one of the pieces of information that is used in setting executive compensation, the Compensation Committee has discretion in determining the nature and extent of their use. Further, the Compensation Committee has discretion to determine the frequency of performing benchmarking and other studies.

We annually compare our compensation program with those companies in a peer group that the Compensation Committee evaluates together with Mercer (the “Peer Group”). 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, financial characteristics such as revenues and market capitalization, as well as companies we compete against 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-third and three times our annual revenue.

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During our 2013 review of the makeup of our Peer Group, we removed Unitek Global Services Inc. and ENglobal Corporation, which no longer qualified under the screening criteria for the Peer Group, and Superior Energy Services, Inc., which through an acquisition moved above the upper revenue range of the Peer Group, and replaced them with Great Lakes Dredge & Dock Co. and Team, Inc. given their industry characteristics and revenue. The companies included in the Peer Group for the evaluation of 2014 executive compensation levels were:

Peer Group
Aegion Corporation Ameresco, Inc. Astec Industries, Inc. Cal Dive International, Inc. Comfort Systems USA, Inc. Dycom Industries, Inc. Granite Construction Incorporated Great Lakes Dredge & Dock Co. Integrated Electrical Services, Inc. Layne Christensen Company Matrix Service Company		Michael Baker Corporation Newpark Resources, Inc. Orion Marine Group, Inc. Pike Corporation Primoris Services Corporation Sterling Construction Company Inc. Team, Inc. Tetra Tech, Inc. TRC Companies, Inc. Willbros Group Inc.

In October 2013, Mercer performed and presented to the Compensation Committee an executive compensation study (the “Mercer Executive Compensation Review”). The Mercer Executive Compensation Review included comparisons of our executive compensation programs to the Peer Group, which assisted the Compensation Committee with designing our executive compensation program for 2014 to be competitive with the group and our markets. According to the Mercer Executive Compensation Review, MYR Group was positioned at the 58^th and 43^rd percentile in revenue and market capitalization, respectively, of the Peer Group. The Compensation Committee generally seeks to target total executive compensation at or near the median total compensation of the Peer Group and allows business and individual performance to determine whether actual pay is above or below the median. The Compensation Committee believes that this review of Peer Group programs provides valuable information during the Compensation Committee’s review and design of both the named executive officers’ overall compensation levels and individual components of compensation, including the allocation of compensation between long-term and short-term compensation and cash and non-cash compensation.

Communications with Stockholders on Executive Compensation

At our 2014 Annual Meeting, our stockholders voted on an advisory resolution regarding the compensation of our named executive officers, which was approved by more than 97% of the votes cast on the proposal (the “Say-on-Pay proposal”). These results demonstrated strong stockholder support for our overall executive compensation program. The Compensation Committee considered this 97% favorable vote and determined that our current practices and processes did not require any significant modifications to address stockholder concerns. The Compensation Committee will continue to consider the outcome of these annual advisory votes when considering future executive compensation arrangements.

In addition to our annual Say-on-Pay proposal, stockholders are encouraged to provide feedback on our corporate governance policies and our executive compensation programs, including its various components. From time to time, we have reached out to and engaged in conversations with some of our larger stockholders regarding our compensation programs and philosophy and have generally received positive feedback on our practices. We believe that these conversations have and will better situate our Company to modify our compensation programs to address stockholder concerns on an ongoing basis. Management reports to the Compensation Committee on issues or concerns our stockholders provide with respect to our executive compensation programs. We encourage stockholders to reach out to the Board or the Compensation Committee with any feedback on our executive compensation programs. For more information on providing feedback and the related procedures, please see “Corporate Governance — Communications with the Board” in this Proxy Statement.

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Summary of Key 2014 Compensation Elements

This table summarizes the material elements of our 2014 compensation program for our named executive officers.

Compensation Element		Objectives		Key Features
Salary		To provide a fixed level of cash compensation to reward demonstrated experience, skills and competencies relative to the market value of the job.		Varies based on skills, experience, level of responsibility and other factors.
				Adjustments are considered annually based on individual performance, level of pay relative to the market and internal pay equity.
Senior Management Incentive Plan Awards		To reward annual corporate performance.		Annual incentive payments are cash awards based on financial and safety performance objectives.
		To align interests of our named executive officers with those of our stockholders by linking compensation with financial and safety performance.		Annual cash incentive awards are capped at 200% of target for our CEO and lesser amounts for our other named executive officers.
		To retain named executive officers by providing market-competitive compensation.
Long-Term Incentive Plan (Equity) Awards		To align named executive officers’ interests with long-term stockholder interests by linking part of each named executive officer’s compensation to long-term corporate performance.		Targeted at levels that will provide total direct compensation (salary plus annual incentive plus equity awards) competitive with our Peer Group’s total direct compensation.
		To provide opportunities for wealth creation and stock ownership, which promotes retention and enables us to attract and motivate our named executive officers.		Utilizes different equity types, including restricted stock and performance shares to balance the multiple objectives.
		To retain named executive officers through multi-year vesting of equity grants and multi-year performance periods.		Restricted stock awards generally vest over three-year periods. Performance shares are earned over a three-year performance period and the number of shares that can be earned is capped at 200% of target.
Profit Sharing Contributions to Diversified Holdings Savings Plan		To reward annual corporate performance for our employees, including our named executive officers.		Contribute up to 10% of salary depending on the profitability of the Company.
401(k) Matching Contributions to Diversified Holdings Savings Plan		To provide certain retirement income for our employees, including our named executive officers.		Provide a match of 100% of an employee’s contributions up to the first 6% of such employee’s salary, up to the maximum allowed by the plan.

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Compensation Element		Objectives		Key Features
Financial Planning Services		To attract and retain named executive officers.		Use of a financial planning service.
Executive Perquisites		To attract and retain named executive officers.		Use of a Company vehicle or a car allowance.

Analysis of 2014 Compensation Decisions and Actions

Salary

Salary is a critical element of our named executive officers’ compensation because it provides them with a base level of guaranteed monthly income as compensation for services provided to us.

The Compensation Committee generally reviews the salaries of the named executive officers annually. To assist with that review, the Compensation Committee often will refer to the salaries in effect for comparable officers at companies in the Peer Group. The Compensation Committee has typically considered such review, as well as internal comparables, individual performance, economic conditions and the Company’s financial performance, in reviewing salary levels. When market or merit increases are warranted, changes in salary are generally made effective during our second quarter.

When setting salaries for our named executive officers for 2014, the Compensation Committee considered the Mercer Executive Compensation Review, as well as certain other factors, including those specified above. As a result, the Compensation Committee made market-based salary increases for certain named executive officers as outlined in the table below:

Named Executive Officer		2013 Base Salary				2014 Base Salary				Percentage Increase
Mr. Koertner		$	600,000			$	600,000				0.0	%
Mr. Evans		$	321,000			$	331,000				3.1	%
Mr. Engen		$	334,000			$	344,000				3.0	%
Mr. Green		$	346,000			$	346,000				0.0	%
Mr. Swartz		$	366,000			$	380,000				3.8	%

Senior Management Incentive Plan Awards

The SMIP is designed to provide our named executive officers with cash performance awards payable annually to reward the achievement of certain financial and safety performance goals that we believe are strongly linked to stockholder value creation. An important factor in our decision to pay our SMIP awards in cash rather than in equity has been to ensure that our compensation program remains competitive with the programs of our direct competitors, which include private companies that primarily pay their executives with cash. Our SMIP performance targets are measured against financial performance and safety goals that are established annually by the Compensation Committee and that encourage our named executive officers to increase stockholder value by focusing on growth in revenue and earnings and safety in operations.

The payout for each named executive officer under the SMIP is dependent on a percentage of each named executive officer’s salary that the Compensation Committee determines to be subject to the plan and our performance measured against the financial and safety goals established by the Compensation Committee pursuant to the SMIP. The Compensation Committee determines the percentage of each named executive officer’s salary to be subject to an award under the plan based on position, market pay levels and our overall compensation philosophy, which emphasizes performance-based compensation. In connection with its review of the percentage of each named executive officer’s salary that should be subject to an award under the plan for 2014 and taking into account the Mercer Executive Compensation Review, the Compensation Committee adjusted the threshold, target and maximum payable award for Mr. Koertner, as these levels were determined to be below market as compared to the Peer Group. Specifically, for 2014, the Compensation Committee increased the threshold, target and maximum incentive opportunity compared to 2013 for Mr. Koertner from 40%, 100% and 175% to 42.5%, 102.5% and 200%, respectively.

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Each named executive officer’s 2014 incentive opportunity under the SMIP is provided in the table below:

		Performance Rating(1)
Named Executive Officer		75% of Goals (Threshold)				100% of Goals (Target)				150% of Goals (Maximum)
		(incentive opportunity as a percentage of salary)
Mr. Koertner			42.5	%			102.5	%			200.0	%
Mr. Evans			33.5	%			65.0	%			110.0	%
Messrs. Engen and Green			35.0	%			71.0	%			125.0	%
Mr. Swartz			36.0	%			76.0	%			135.0	%

Each named executive officer’s 2014 award pursuant to the SMIP was based on pretax income as the financial performance goal and total case rate, lost time case rate and the avoidance of a catastrophic accident resulting in a fatality as the safety performance goals. We chose these particular metrics because we believe they are strongly correlated with our success, which is consistent with our compensation objective of linking named executive officers’ compensation with performance. The performance goals are intended to be challenging and ambitious but also realistic enough to be reasonably attainable given a concerted effort by our named executive officers in consideration of current conditions and trends.

The performance goals for target, threshold and maximum, as well as the actual level of performance achieved for SMIP plan year 2014, are displayed in the following table (dollars in thousands):

		Threshold				Target				Maximum				2014 Results
Pretax Income		$	33,750			$	45,000			$	67,500			$	57,950
Total Case Rate			3.07				2.30				1.53				1.72
Lost Time Case Rate			0.80				0.60				0.40				0.15
Catastrophic Accident			0				0				0				1

The following table shows the weighting of the performance goals, based on each individual named executive officer’s level of responsibility within the Company, that were applied to that named executive officer’s salary to determine payout for awards under the SMIP in 2014:

		Pretax Income (% of Salary)												Total Case Rate (% of Salary)												Lost Time Case Rate (% of Salary)												Catastrophic Accident (% of Salary)
Named Executive Officer		Thres.				Target				Max				Thres.				Target				Max				Thres.				Target				Max				Event(1)				No Event
Mr. Koertner			17.5				64.5				140.0				2.5				9.0				20.0				2.5				9.0				20.0				0				20.0
Mr. Evans			17.5				42.0				77.0				2.5				6.0				11.0				2.5				6.0				11.0				0				11.0
Mr. Engen			17.5				45.5				87.5				2.5				6.5				12.5				2.5				6.5				12.5				0				12.5
Mr. Green			17.5				45.5				87.5				2.5				6.5				12.5				2.5				6.5				12.5				0				12.5
Mr. Swartz			17.5				48.5				94.5				2.5				7.0				13.5				2.5				7.0				13.5				0				13.5

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The table below sets forth for SMIP plan year 2014 the annual incentive opportunities for threshold, target and maximum performance levels, as well as the actual award amount earned for 2014. The actual payout amounts are computed based on actual 2014 performance, as outlined above.

Named Executive Officer		2014 Salary ($)				Threshhold Award ($)				Target Award ($)				Maximum Award ($)				2014 Actual Award ($)				2014 Actual (% Salary)
Mr. Koertner			600,000				255,000				615,000				1,200,000				866,337				144.4	%
Mr. Evans			328,500				110,048				213,525				361,350				271,091				82.5	%
Mr. Engen			341,500				119,525				242,465				426,875				316,669				92.7	%
Mr. Green			346,000				121,100				245,660				432,500				320,842				92.7	%
Mr. Swartz			376,500				135,540				286,140				508,275				376,007				99.9	%

Long-Term Incentive Compensation

We believe that long-term performance is achieved through an ownership culture that rewards and encourages our named executive officers to foster our long-term success. We believe that an effective method to reward and encourage such success is through the use of stock-based awards. The purposes of the LTIP are to attract, motivate and retain our key employees and non-employee directors upon whose judgment, initiative and efforts the financial success and growth of our business largely depends, to provide additional incentive to our employees and directors through stock ownership and other rights that promote and recognize our financial success and growth, and to align management’s interests with those of our stockholders. As part of the LTIP, we include a “change in control” provision that more closely aligns our interests with those of the named executive officers in the event of a change in control by allowing the Compensation Committee to adjust the LTIP awards to maintain and protect the rights of the participants in the LTIP in case of a change in control. Under the terms of the LTIP, the Compensation Committee has the authority to determine who will receive awards under the LTIP, the amounts of the awards and the limitations on those awards.

For 2014, the Compensation Committee considered the market data with respect to each named executive officer in the Mercer Executive Compensation Review, compensation levels of our Peer Group, compensation objectives of retention and stockholder value creation and individual and corporate performance. As a result of this review, the Compensation Committee approved equity award compensation under our LTIP in 2014 and allocated forty percent of the compensation to time-based restricted stock, thirty percent to ROIC-based performance shares and thirty percent to TSR-based performance shares. The Compensation Committee elected this mix of equity awards because it represented an appropriate balance of the incentives provided with the different types of equity instruments. For example, restricted stock provides a benefit by helping to retain key employees and performance shares are designed to vary the level of rewards a named executive officer receives dependent upon actual corporate performance and market results that are critical to stockholders.

The forty percent of the equity compensation award granted as time-based restricted stock will vest evenly over a three-year period beginning on the first anniversary of the grant. The number of shares of restricted stock was determined by dividing the amount of the equity compensation award allocated to restricted stock by the closing price of our common stock on the date of the grant.

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The thirty percent of the equity compensation award granted as ROIC-based performance shares can be earned based on the average ROIC over a three-year performance period. We define ROIC as net income, less any dividends, divided by stockholders’ equity plus net debt (total debt less cash and marketable securities) at the beginning of the performance period. The number of ROIC-based performance shares earned can vary from zero to 200% of the target number of performance shares. The target number of ROIC-based performance shares was determined by dividing the amount of the equity compensation award allocated to ROIC performance by the closing price of the Company’s common stock on the date of grant. The potential award levels are as follows:

ROIC Performance		Performance Shares Earned (% of Target)
Equal to or Above the Maximum			200	%
Equal to the Target			100	%
Equal to the Threshold			50	%
Below the Threshold			0	%

The thirty percent of the equity compensation award granted as TSR-based performance shares can be earned based on the TSR of the Company’s stock compared to the TSR of a peer group over a three-year performance period. We define TSR as the change in the fair market value, adjusted for dividends, of the Company’s common stock. The number of TSR-based performance shares earned can vary from zero to 200% of the target number of performance shares. The target number of TSR-based performance shares was determined by dividing the amount of the equity compensation award allocated to TSR performance by the closing price of the Company’s common stock on the date of grant. The potential award levels are as follows:

TSR Performance		Performance Shares Earned (% of Target)
75th Percentile or Higher			200	%
50th Percentile			100	%
25th Percentile			50	%
Less than 25th Percentile			0	%

The Compensation Committee selected the TSR peer group based on criteria that included each company’s industry and operational comparability. In order to be counted in the final TSR calculations, a company must remain publicly traded during the entire performance period. The peer group of companies used for evaluating the Company’s relative TSR performance for the 2014 grant of TSR-based performance shares was as follows:

TSR Peer Group
Aegion Corporation Ameresco, Inc. Argan, Inc. Astec Industries, Inc. Cal Dive International, Inc. Comfort Systems USA, Inc. Dycom Industries, Inc. Emcor Group Granite Construction Incorporated Great Lakes Dredge & Dock Co. Integrated Electrical Services, Inc. Layne Christensen Company Mastec, Inc. Matrix Services Company		Michael Baker Corp.(1) Newpark Resources, Inc. Orion Marine Group, Inc. Pike Corporation(1) Primoris Services Corporation Quanta Services, Inc. Sterling Construction Company Inc. Team, Inc. Tetra Tech, Inc. TRC Companies, Inc. Tutor Perini Corp. URS Corp. Willbros Group Inc.

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In 2014, the Compensation Committee approved equity award grants to our named executive officers in the following amounts based on grant-date fair value, consistent with the presentation in the 2014 Summary Compensation Table:

		Value of 2014 Equity Grants by Grant Type
Named Executive Officer		Nominal Value of Equity Awards ($)				Value of Restricted Stock ($)				Value of ROIC Performance Shares ($)				Value of TSR Performance Shares ($)
William A. Koertner			1,109,590				413,986				310,483				385,121
Paul J. Evans			321,584				119,991				89,981				111,612
Gerald B. Engen			365,553				136,380				102,291				126,882
William H. Green			235,794				87,978				65,978				81,838
Richard S. Swartz, Jr.			459,903				171,582				128,692				159,629

The ROIC-based and TSR-based performance shares are earned over a performance period of three years and vest on December 31, 2016. The ROIC-based performance shares are valued at the closing price of our common stock on the grant date. Because TSR is a market-based performance metric, the Company used a Monte Carlo simulation model to calculate the fair value of the grant of TSR-based performance shares, which resulted in a fair value of $30.66 per share.

The Compensation Committee made performance share awards in 2012 for the performance period running from January 1, 2012 through December 31, 2014 (the “2012 Performance Period”). The performance shares granted in 2012 were earned based on the relative achievement of the target level of return on equity (“ROE”) set at the beginning of the 2012 Performance Period. We define ROE as net income divided by total shareholders’ equity at the beginning of the period. The number of performance shares earned from this award was dependent on the actual level of ROE achieved for the 2012 Performance Period, and the number of earned shares could have varied between 0% (for performance below threshold; 50% for performance at threshold) and 200% of the target number. However, in no case could the earned number of shares have exceeded 200% of the target number. The ROE target for the 2012 Performance Period was 12.0%. Based on the three-year average ROE of 13.9% for the 2012 Performance Period, 163.3% of the target performance shares awarded were earned. The chart below shows the performance share payouts for each of our named executive officers that were awarded performance shares in 2012:

Named Executive Officer		Target Award (Shares)				Earned Award (Shares)				Award Value at Vesting(1) ($)
William A. Koertner			17,162				28,031				743,102
Gerald B. Engen, Jr.			4,958				8,098				214,678
Richard S. Swartz, Jr.			5,720				9,342				247,656

The Compensation Committee also awarded performance shares in 2013 for the performance period running from January 1, 2013 through December 31, 2015. These performance shares will be earned based on the achievement of the target level of ROE for the performance period and otherwise contain terms consistent with the performance shares granted in 2012 described above.

We do not publicly disclose future target levels of ROIC or ROE for the performance shares granted because that information constitutes confidential commercial or financial information, the disclosure of which could cause us competitive harm with regard to short-term strategies and goals. We intend to disclose this information after the conclusion of the applicable performance period. A named executive officer may earn a pro-rata share of performance shares in the event of his death, disability, retirement after reaching normal retirement age (as such is defined in the Social Security Act of 1935, as amended) or termination without “cause” or for “good reason.” The vesting of performance shares may be accelerated in the event of a named executive officer’s termination without “cause” or for “good reason” following a “change in control.”

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Additional information regarding these awards may be found in the 2014 Summary Compensation Table, the 2014 Grants of Plan-Based Awards Table and under “Potential Payments Upon Termination or Change in Control.”

Other Compensation

At its discretion, the Compensation Committee may authorize profit sharing contributions to the Diversified Holdings Savings Plan (our 401(k) plan) accounts of our employees, including our named executive officers, subject to applicable limitations. For 2014, we paid 10% of salary in profit sharing contributions.

Additionally, our employees, including our named executive officers, receive matching contributions under our 401(k) plan. We match 100% of an employee’s contributions up to the first 6% of such employee’s salary, up to the maximum allowed by the plan.

Each named executive officer is eligible to utilize the financial service planning offered by the Company as a perquisite. In 2014, only Mr. Engen elected to use this service.

Each named executive officer is also eligible to participate in all other benefit plans and programs that are or in the future may be available to our other executive employees, including any health insurance or health care plan, life insurance, disability insurance, retirement plan, vacation and sick leave plan and other similar plans. In addition, each named executive officer is eligible for certain other benefits that are generally available to our employees, including reimbursement of business and entertainment expenses, reimbursement of relocation expenses and perquisites, including the choice of a car allowance or the use of a company car with a gas card. The Board may revise, amend or add to the executive officer’s benefits and perquisites as it deems advisable.

The benefits described in this section are paid to remain competitive in the marketplace. Amounts relating to certain of these benefits may be found in the “All Other Compensation” column of the 2014 Summary Compensation Table.

Exercise of Discretion in Executive Compensation Decisions

The Compensation Committee has complete discretion to withhold payment of an award under our SMIP regardless of whether we or our named executive officers have successfully met the goals set under the SMIP. For 2014, the Compensation Committee did not exercise such discretion in the payment or non-payment of SMIP awards to our named executive officers.

The Compensation Committee has the authority and discretion to determine who receives and the nature of equity compensation grants under our LTIP. The Compensation Committee also has the authority to cancel outstanding grants and substitute new grants of the same or different number of shares of stock and having exercise prices that may be the same or different than the exercise price of the cancelled grants or amend the terms of outstanding grants, provided that such amendment does not impair the rights of the grantee without the grantee’s consent. The LTIP prohibits the repricing of outstanding stock options or SARs without stockholder approval.

Employment Agreements, Severance Benefits and Change in Control Provisions

In connection with our private placement in 2007, we entered into employment agreements with each of the individuals serving as named executive officers at the time. These employment agreements (the “Legacy Employment Agreements”) remain in place with Mr. Koertner, Mr. Engen, Mr. Green and Mr. Swartz. Mr. Evans entered into an employment agreement (the “Evans Employment Agreement” and, together with the Legacy Employment Agreements, the “Employment Agreements”) in connection with his appointment in January 2012. The Employment Agreements provide for severance payments and benefits upon a termination of a named executive’s employment without “cause” or for “good reason,” as further described below under “Executive Compensation Tables — Employment Agreements.” We compete for executive talent in a highly competitive market in which companies routinely offer similar benefits to named executive officers. We view the cash severance and continuation of health and welfare benefits as appropriate for the named executive

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officers who may not be in a position to readily obtain comparable employment within a reasonable period of time due to the restrictive covenants, including a one-year non-compete covenant, in the Employment Agreements.

In addition, the Employment Agreements provide for additional severance payments and benefits upon a termination of a named executive’s employment without “cause” or for “good reason” within one year following a change in control (in other words, only on a so-called “double trigger” basis). We believe that providing change in control benefits reduces the reluctance of our named executive officers to pursue potential change in control transactions that may be in our best interest while simultaneously preserving neutrality in negotiating and executing transactions that are favorable to us. Since 2011, the Compensation Committee has maintained a policy that it will not include gross-up payments for excise taxes as a result of a change in control pursuant to any new employment agreement. Accordingly, the Evans Employment Agreement does not include any provision to provide gross-up payments for excise taxes as a result of a change in control. Details regarding severance payments and benefits payable upon a termination of a named executive officer’s employment following a change in control are described under “Executive Compensation Tables —  Employment Agreements” and “— Potential Payments Upon Termination or Change in Control.”

Deductibility of Executive Compensation

In developing the compensation packages for the named executive officers, the Compensation Committee considered the deductibility of executive compensation under Section 162(m) of the IRS Code. Section 162(m) generally disallows a tax deduction for compensation that we pay to our CEO or any of the next three most highly compensated executive officers (other than our Chief Financial Officer) to the extent that the compensation for any such individual exceeds $1,000,000 in any taxable year. However, this deduction limitation does not apply to compensation that is “performance-based” under Section 162(m). In order to maintain flexibility in making compensation decisions, the Compensation Committee has not adopted a policy requiring all compensation to be deductible under Section 162(m) of the IRS Code. Portions of the compensation we pay to certain of the named executive officers may not be deductible due to the application of Section 162(m) of the IRS Code and the Committee may from time to time approve compensation that is not deductible under Section 162(m) if it determines that it is in our best interest to do so.

Stock Ownership Guidelines and Retention

In order to align the interests of our executives with those of our stockholders, we require our named executive officers to attain levels of beneficial stock ownership measured based on a multiple of his or her annual base salary, as set forth below:

Position		Stock Ownership Guideline
Chief Executive Officer			5× base salary
All Other Named Executive Officers			3× base salary

The stock ownership guidelines require named executive officers to attain levels of beneficial stock ownership within five years from the later of March 31, 2011 and the date of the named executive officer’s appointment to a position subject to the guidelines and three years from the effective date of an increase in compensation. We have adopted retention requirements with respect to these stock ownership guidelines whereby named executive officers are expected to retain net shares received through an exercise of a stock option or the vesting of restricted stock or net performance shares if they have not reached the applicable stock ownership guideline.

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The following table sets forth each named executive officers’ ownership value as of March 6, 2015:

Name

Share Ownership(1)

Market Value ($)(2)

Ownership Guideline

Current Ownership Multiple

William A. Koertner

365,038

10,341,527

5.0x

17.2x

Paul J. Evans(3)

12,843

363,842

3.0x

1.1x

Gerald B. Engen, Jr.

70,818

2,006,274

3.0x

5.8x

William H. Green

66,467

1,883,010

3.0x

5.4x

Richard S. Swartz, Jr.

60,823

1,723,116

3.0x

4.5x

Trading Restrictions

We also have an insider trading policy which, among other things, prohibits named executive officers from hedging the economic risk of their stock ownership and holding shares of the Company’s common stock in a margin account or pledging shares as collateral for a loan. Among other restrictions, the policy also prohibits trading in our securities outside of window periods (following earnings releases) or without pre-clearance. The policy also prohibits short-selling of the Company’s securities.

Clawback Arrangements

Each of the agreements underlying equity awards granted to our named executive officers under our LTIP permits the Compensation Committee to cause us to recover shares of common stock or cash paid to the named executive officer with respect to the applicable award if:

For grants of restricted stock, we may recover any shares that vested within the period of 18 months prior to the restatement or the net proceeds of any sales of such shares. With respect to performance shares, the amount of any cash or shares recoverable is limited to the amount by which the payments exceeded the amount that would have been paid to the named executive officer had our financial statements for the applicable restated fiscal year or years been initially filed as restated, as reasonably determined by the Compensation Committee. In the case of stock options, to the extent an applicable named executive officer exercises a stock option within a period of 18 months prior to the restatement, we may recover from the named executive officer any equity acquired by the named executive officer or any net proceeds of any exercises and sales.

Conclusion

We have designed and administer our compensation programs in a manner that emphasizes the retention of our named executive officers and rewards them appropriately for positive results. We monitor the programs in recognition of the dynamic marketplace in which we compete for talent and will continue to emphasize pay-for-performance and equity-based incentive plans that reward our named executive officers for results aligned with the interests of our stockholders.

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EXECUTIVE COMPENSATION TABLES

2014 Summary Compensation Table

The following table shows the compensation earned by our named executive officers for the fiscal years ended December 31, 2014, 2013 and 2012:

Name and Principal Position		Year				Salary ($)				Stock Awards(1) ($)				Option Awards(1) ($)				Non-Equity Incentive Plan Comp(2) ($)				All Other Comp(3) ($)				Total ($)
William A. Koertner Chairman, President and Chief Executive Officer			2014				600,000				1,109,590				—				866,337				41,100				2,617,027
			2013				592,500				799,978				399,996				710,763				37,200				2,540,437
			2012				567,500				599,984				299,996				615,170				39,600				2,122,250
Paul J. Evans Vice President, Chief Financial Officer and Treasurer			2014				328,500				321,584				—				271,091				39,092				960,267
			2013				315,750				199,958				99,996				242,812				37,200				895,716
			2012				298,846				224,997				224,988				239,077				91,580				1,079,488
Gerald B. Engen, Jr. Senior Vice President, Chief Legal Officer and Secretary			2014				341,500				365,553				—				316,669				38,750				1,062,472
			2013				330,780				199,958				99,996				282,064				30,600				943,398
			2012				317,750				173,332				86,661				285,022				33,000				895,765
William H. Green Senior Vice President			2014				346,000				235,794				—				320,842				34,562				937,198
			2013				343,500				146,648				73,330				292,937				30,600				887,015
			2012				333,500				—				209,993				299,150				58,846				901,489
Richard S. Swartz, Jr. Senior Vice President and Chief Operating Officer			2014				376,500				459,903				—				376,007				37,500				1,249,910
			2013				361,000				233,324				116,658				330,532				30,600				1,072,114
			2012				341,000				199,972				99,996				305,877				62,493				1,009,338

Named Executive Officer		Probable Performance ($)				Maximum Performance ($)
William A. Koertner			695,604				1,391,208
Paul J. Evans			201,593				403,186
Gerald B. Engen, Jr.			229,173				458,346
William H. Green			147,816				295,632
Richard S. Swartz, Jr.			288,321				576,642

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Name		401(k) Matching Contribution ($)				Profit Sharing Contribution ($)				Automobile and Other Travel Expenses ($)(A)				Financial Planning Services ($)
William A. Koertner			15,600				18,900				6,600				—
Paul J. Evans			15,600				18,900				4,592				—
Gerald B. Engen, Jr.			15,600				18,900				—				4,250
William H. Green			15,600				18,900				62				—
Richard S. Swartz, Jr.			15,600				18,900				3,000				—

2014 Grants of Plan-Based Awards

The following table sets forth the target and range for grants of awards made to each of the named executive officers under the SMIP and LTIP for 2014:

Name		Grant Date				Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)												Estimated Future Payouts Under Equity Incentive Plan Awards(2)												All Other Stock Awards(3) (#)				All Other Option Awards(4) (#)				Exercise or Base Price of Option Awards(4) ($/sh)				Grant Date Fair Value of Stock and Option Awards(5) ($)
						Threshold ($)				Target ($)				Maximum ($)				Threshold (#)				Target (#)				Maximum (#)
William A. Koertner							255,000				615,000				1,200,000
			3/24/14																12,560				25,120				50,240																695,604
			3/24/14																												16,747				—				—				413,986
Paul J. Evans							110,048				213,525				361,350
			3/24/14																3,640				7,280				14,560																201,593
			3/24/14																												4,854				—				—				119,991
Gerald B. Engen, Jr.							119,525				242,465				426,875
			3/24/14																4,138				8,276				16,552																229,173
			3/24/14																												5,517				—				—				136,380
William H. Green							121,100				245,660				432,500
			3/24/14																2,669				5,338				10,676																147,816
			3/24/14																												3,559				—				—				87,978
Richard S. Swartz, Jr.							135,540				286,140				508,275
			3/24/14																5,206				10,412				20,824																288,321
			3/24/14																												6,941				—				—				171,582

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Employment Agreements

Under each Employment Agreement, the officer is eligible to receive salary, an annual target bonus, as defined under the SMIP (for 2014, the annual target bonus was equal to 102.5% of the executive’s salary for our CEO, 65% for our CFO, 76.0% for our COO and 71.0% for our two Senior Vice Presidents), use of a company car and gas card or a car allowance in accordance with the Company’s policy, and is eligible to participate in all incentive, 401(k), profit sharing, health and welfare benefit plans, policies and arrangements applicable generally to our other similarly-situated executive officers. Subject to prior notice, each Employment Agreement automatically renews annually for an additional one-year term.

Each Employment Agreement contains non-competition covenants restricting the ability of the named executive officer to compete with us, to solicit our clients or to recruit our employees during the term of his employment and for a period of one year thereafter and prohibiting him from disclosing confidential information and trade secrets at any time during or after his employment.

Each Employment Agreement generally terminates upon the named executive officer’s:

If termination results from any of the foregoing, each named executive officer would be entitled to all compensation earned and all benefits and reimbursements due through the date of termination. Additionally, if termination results from any of the reasons below, the named executive officer would be entitled to the following additional payments and/or benefits:

Reason for Termination		Potential Payment(s)
Disability		•   Long-term disability benefits pursuant to the terms of any long-term disability policy provided to similarly-situated employees of the Company in which the named executive officer participates.
Without cause or for good reason		•   Lump-sum payment of twice the named executive officer’s base salary and target annual incentive.

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Reason for Termination		Potential Payment(s)
		•   Company-funded benefit continuation coverage for the named executive officer and eligible dependents for a period of two years, subject to forfeiture in the event the named executive officer breaches the restrictive covenants or becomes reemployed in the two-year period following his termination.
Without cause or for good reason within 12 months following a change in control, a so-called “double trigger” provision		•   Lump-sum payment of three times the named executive officer’s base salary and target annual incentive.
		•   Company-funded benefit continuation coverage for the named executive officer and eligible dependents for a period of two years, subject to forfeiture in the event the named executive officer becomes reemployed in the two-year period following his termination.
		•   Gross-up payments for excise taxes, under the Legacy Employment Agreements (the Company does not include such payments in new employment agreements for named executive officers).

Each Employment Agreement for the named executive officers generally defines “cause” as a named executive officer’s:

“Good reason” exists under each Employment Agreement if, among other things, such named executive officer’s base salary and/or annual target bonus opportunity is reduced, his duties are materially reduced, he is required to relocate to a work site more than 50 miles from his current work site or if the Company materially breaches a material provision of the named executive officer’s Employment Agreement and fails to cure such breach within 30 days of the receipt of written notice of the breach.

Each Employment Agreement for the named executive officers generally defines a “change in control” as the occurrence of a “change in the ownership of the Company,” a “change in the effective control of the Company” or a “change in the ownership of a substantial portion of the Company’s assets” as defined in Treasury Regulation §§1.409A-3(i)(5)(v), (vi) and (vii), respectively. As described above, if a named executive officer is terminated without cause or for good reason within 12 months following a “change in control,” the named executive officer would be entitled to all compensation earned and all benefits and reimbursements due through the date of termination, as well as to lump-sum payment of three times the named executive officer’s base salary, three times target annual incentive and company-funded benefit continuation coverage for the named executive officer and eligible dependents for a period of two years, subject to forfeiture in the event the named executive officer becomes reemployed in the two-year period following his termination and, under the Legacy Employment Agreements only, gross-up payments for any excise taxes incurred under Sections 280G.

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“Change in control” is similarly defined in the LTIP. Under the terms of the LTIP award agreements may provide for the effect of a change in control, which may include any one or more of the following:

Outstanding Equity Awards at 2014 Fiscal Year-End

The following table sets forth for each named executive officer outstanding equity awards as of the end of the 2014 fiscal year:

Name (a)						OPTION AWARDS																STOCK AWARDS
		Grant Date				Number of Securities Underlying Unexercised Options (# Exercisable) (b)(1)				Number of Securities Underlying Unexercised Options (# Unexercisable) (c)				Option Exercise Price ($) (d)				Option Expiration Date (e)				Number of Shares of Stock That Have Not Vested (#) (f)				Market Value of Shares of Stock That Have Not Vested ($) (g)(2)				Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) (h)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($) (i)(2)
William A. Koertner			6/2/06				69,632								3.65				6/2/16
			12/20/07				110,000								13.00				12/20/17
			3/24/10				28,679								17.18				3/24/20
			3/24/11				25,258								24.18				3/24/21
			3/23/12				23,757				11,878				17.48				3/23/22
			3/25/13				11,355				22,710				24.68				3/25/23
			3/24/10																				2,910	(3)			79,734
			3/24/11																				4,962	(3)			135,959
			3/23/12																				10,297	(3)			282,138
			3/25/13																				12,966	(3)			355,268
			3/24/14																				16,747	(3)			458,868
			3/25/13																												16,207	(4)			444,072
			3/24/14																												25,120	(5)			688,288
Paul J. Evans			1/3/12				11,867				11,867				19.46				1/3/22
			3/25/13				2,839				5,677				24.68				3/25/23
			1/3/12																				6,937	(6)			190,074
			3/25/13																				3,241	(3)			88,803
			3/24/14																				4,854	(3)			133,000
			3/25/13																												4,051	(4)			110,997
			3/24/14																												7,280	(5)			199,472

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Name (a)						OPTION AWARDS																STOCK AWARDS
		Grant Date				Number of Securities Underlying Unexercised Options (# Exercisable) (b)(1)				Number of Securities Underlying Unexercised Options (# Unexercisable) (c)				Option Exercise Price ($) (d)				Option Expiration Date (e)				Number of Shares of Stock That Have Not Vested (#) (f)				Market Value of Shares of Stock That Have Not Vested ($) (g)(2)				Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) (h)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($) (i)(2)
Gerald B. Engen, Jr.			6/2/06				10,894								3.65				6/2/16
			12/20/07				32,000								13.00				12/20/17
			3/24/10				9,559								17.18				3/24/20
			3/24/11				7,296								24.18				3/24/21
			3/23/12				6,863				3,431				17.48				3/23/22
			3/25/13				2,839				5,677				24.68				3/25/23
			3/24/10																				970	(3)			26,578
			3/24/11																				1,432	(3)			39,237
			3/23/12																				2,975	(3)			81,515
			3/25/13																				3,241	(3)			88,803
			3/24/14																				5,517	(3)			151,166
			3/25/13																												4,051	(4)			110,997
			3/24/14																												8,276	(5)			226,762
William H. Green			12/20/07				22,000								13.00				12/20/17
			3/24/10				9,559								17.18				3/24/20
			3/24/11				8,419								24.18				3/24/21
			3/23/12				16,629				8,315				17.48				3/23/22
			3/25/13				2,082				4,163				24.68				3/25/23
			3/24/10																				970	(3)			26,578
			3/24/11																				1,654	(3)			45,320
			3/25/13																				2,377	(3)			65,130
			3/24/14																				3,559	(3)			97,517
			3/25/13																												2,971	(4)			81,405
			3/24/14																												5,338	(5)			146,261
Richard S. Swartz, Jr.			6/2/06				11,577								3.65				6/2/16
			12/20/07				32,000								13.00				12/20/17
			3/24/10				9,559								17.18				3/24/20
			3/24/11				8,419								24.18				3/24/21
			3/23/12				7,919				3,959				17.48				3/23/22
			3/25/13				3,312				6,623				24.68				3/25/23
			3/24/10																				970	(3)			26,578
			3/24/11																				1,654	(3)			45,320
			5/12/11																				6,688	(7)			183,251
			3/23/12																				3,432	(3)			94,037
			3/25/13																				3,782	(3)			103,627
			3/24/14																				6,941	(3)			190,183
			3/25/13																												4,727	(4)			129,520
			3/24/14																												10,412	(5)			285,289

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