EMCOR : Proxy Statement 2026 (WEB POSTING EBOOK V1 EMCOR Group Proxy Statement)
EME
Published on 04/21/2026 at 09:10 am EDT
301 Merritt Seven
Norwalk, Connecticut 06851
To the Stockholders of EMCOR Group, Inc.:
The Annual Meeting of Stockholders of EMCOR Group, Inc. will be held at 301 Merritt Seven, Norwalk, Connecticut on June 4, 2026 at 10:00 A.M. (local time) for the following purposes:
To elect the nine directors identified in this Proxy Statement to serve until the next Annual Meeting and until their successors are duly elected and qualified.
To consider a non-binding advisory resolution approving named executive officer compensation.
To ratify the appointment of Ernst & Young LLP as our independent auditors for 2026.
To transact such other business as may properly come before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 7, 2026 as the record date for determination of stockholders entitled to receive notice of, and to vote at (in person, by remote communication or by legally-appointed proxy), our Annual Meeting and any adjournment thereof.
By Order of the Board of Directors
Norwalk, Connecticut April 21, 2026
Maxine L. Mauricio
Corporate Secretary
The EMCOR Board of Directors is soliciting proxies from holders of our Common Stock to vote on the matters to be considered at the 2026 Annual Meeting of Stockholders (the ''Annual Meeting'') to be held at 301 Merritt Seven, Norwalk, Connecticut on Thursday, June 4, 2026 at 10:00 A.M. (local time).
We have elected to provide access to our proxy materials on the Internet, consistent with the rules of the Securities and Exchange Commission. Accordingly, we are mailing a Notice of Internet Availability of Proxy Materials to our stockholders of record as of April 7, 2026. You can access our proxy materials on the website referred to in the Notice of Internet Availability of Proxy Materials or you may request printed versions of our proxy materials for the Annual Meeting. Instructions on how to access our proxy materials on the Internet or to request printed versions are provided in the Notice of Internet Availability of Proxy Materials. In addition, you may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis.
The Notice of Internet Availability of Proxy Materials is a document that:
Indicates that our Notice of 2026 Annual Meeting of Stockholders and Proxy Statement and our 2025 Annual Report are available at https://www.proxyvote.com;
Provides instructions on how holders of our Common Stock may vote their shares; and
Indicates how holders of our Common Stock may request printed copies of these materials, including the proxy card or a voting instruction form.
We will begin distributing the Notice of Internet Availability of Proxy Materials on or about April 21, 2026.
For those stockholders who have requested printed copies, we will first send or deliver copies of the proxy materials for our Annual Meeting and our 2025 Annual Report on or about April 21, 2026.
At the Annual Meeting, we will:
Vote for the election of the 9 director nominees identified in this Proxy Statement;
Consider a non-binding advisory resolution approving named executive officer compensation, as described in the ''Compensation Discussion and Analysis,'' executive compensation tables, and accompanying narrative disclosures of this Proxy Statement; and
Consider the ratification of the appointment of Ernst & Young LLP to serve as our independent auditors for 2026.
Holders of our Common Stock as of the record date of April 7, 2026 are entitled to notice of, and to vote at (in person, by remote communication or by legally-appointed proxy), the Annual Meeting and any postponement or adjournment of the Annual Meeting. For ten days before the Annual Meeting, a list of stockholders entitled to vote will be available for inspection at our offices located at 301 Merritt Seven, 6th Floor, Norwalk, Connecticut during ordinary business hours.
The Board of Directors recommends stockholders vote their shares:
''FOR'' the election of each of the 9 director nominees identified in this Proxy Statement;
''FOR'' the adoption of the advisory resolution approving named executive officer compensation; and
''FOR'' the ratification of the appointment of Ernst & Young LLP to serve as our independent auditors for 2026.
At the close of business on April 7, 2026, we had 44,440,278 shares of Common Stock outstanding, and each of those shares is entitled to one vote.
Under our Second Amended and Restated By-Laws, which we refer to as our ''By-Laws,''the holders of a majority of our shares of Common Stock outstanding on the record date, present in person, by remote communication or by proxy at the Annual Meeting, constitute a quorum to conduct business at the Annual Meeting. Abstentions and broker non-votes will be treated as present for purposes of determining a quorum.
With respect to item 1, a majority of the votes cast is required for the election of directors in an uncontested election (which is the case for the election of directors at the Annual Meeting). Amajority of the votes cast means that the number of votes cast ''for'' a nominee must exceed the number of votes cast ''against'' with respect to that nominee for such nominee to be elected. Our Corporate Governance Guidelines contain details and procedures to be followed in the event one or more director nominees do not receive a majority of the votes cast at the Annual Meeting. An abstention on item 1 will have no effect on the voting results for item 1.
Because we are asking in item 2 above for a non-binding, advisory vote approving our named executive officer compensation, there is no ''required vote'' that would constitute approval. We value the opinions expressed by our stockholders on this advisory vote and our Board of Directors' Compensation and Personnel Committee, which is responsible for overseeing and administering our executive compensation programs, will consider the outcome of the non-binding advisory vote when designing our compensation programs and making future compensation decisions for our named executive officers. Abstentions will not have any effect on the results of those deliberations.
The affirmative vote of a majority of the votes cast at the Annual Meeting or represented by proxy at the Annual Meeting is required to approve item 3 above, and any other matter that may properly come before the meeting. An abstention on item 3 will have no effect on the voting results for item 3.
The Board recommends a vote ''FOR'' election of each of the director nominees listed in this Proxy Statement, ''FOR'' approval of the compensation of our named executive officers, and ''FOR'' ratification of Ernst & Young LLP as our independent auditors for 2026.
Broker non-votes may occur because certain beneficial holders of our Common Stock hold their shares in ''street name'' through a broker or other nominee that is a member of the New York Stock Exchange. Under the rules of the New York Stock Exchange, we believe the only item of business to be acted upon at our Annual Meeting with respect to which such broker or nominee will be permitted to exercise voting discretion is item 3, the ratification of the appointment of Ernst & Young LLP to serve as our independent auditors for 2026. Therefore, if a beneficial holder of our Common Stock does not give the broker or nominee specific voting instructions on items 1 or 2, such holder's shares will not be voted on that item and a broker non-vote will occur. Broker non-votes will have no effect on the voting results for such items of business.
Holders of our Common Stock may submit a proxy by:
following the instructions on the Notice of Internet Availability of Proxy Materials to vote by telephone or the Internet; or
completing, signing, dating and returning the proxy card or voting instruction form by mail or verifiable electronic transmission.
Anthony J. Guzzi, Maxine L. Mauricio and Jason R. Nalbandian (the ''proxy holders'') have been designated by our Board of Directors to vote the shares represented by proxy at the Annual Meeting. Mr. Guzzi, Ms. Mauricio and Mr. Nalbandian are executive officers of the Company, and Mr. Guzzi is also a director nominee.
The proxy holders will vote the shares represented by your valid and timely received proxy in accordance with your instructions.
If you do not specify instructions on your signed proxy when you submit it, the proxy holders will vote the shares represented by the proxy in accordance with the recommendations of our Board of Directors on each item of business identified on page 2.
If any other matter properly comes before the Annual Meeting, the proxy holders will vote the shares represented by proxy on that matter in their discretion.
While we encourage voting in advance by proxy, record holders of our Common Stock also have the option of voting their shares in person at the Annual Meeting.
You are entitled to attend the Annual Meeting or any adjournment or postponement of the meeting only if you were a holder of our Common Stock as of the record date of April 7, 2026 or are the legal proxy holder or qualified representative of a stockholder who held our Common Stock as of the record date. Please be prepared to present photo identification to be admitted to the Annual Meeting. If you are attending the Annual Meeting in person as a proxy or qualified representative of a stockholder, you will need to bring your legal proxy or authorization letter, in addition to photo identification.
If you are not feeling well, you should not attend the Annual Meeting in person. Note that, for health and safety reasons, no food or drinks will be served at the Annual Meeting.
You may change your vote or revoke your proxy before the proxy is voted in person at the Annual Meeting by:
sending written notice to Corporate Secretary, EMCOR Group, Inc., 301 Merritt Seven, 6th Floor, Norwalk, CT 06851;
timely delivery of a valid later-dated proxy or a later-dated vote by telephone or on the Internet; or
if you are a record holder, attending the Annual Meeting in person and voting again.
If you hold your shares in street name, you may submit new voting instructions by contacting your broker or other holder of record.
No. Delaware law does not provide shareholders any dissenters' or appraisal rights with respect to the matters to be voted on at the Annual Meeting.
We have retained Broadridge Financial Solutions, Inc. for the receipt, validation and tabulation of the votes at the Annual Meeting.
We will publish the results of the voting in a Current Report on Form 8-K within four business days of the Annual Meeting.
Stockholders of record who have the same last name and address and who request paper copies of the proxy materials will receive only one copy unless one or more of them notifies us that they wish to receive individual copies. We agree to deliver promptly, upon written or oral request, a set of proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. Stockholders will continue to receive separate proxy cards. If you prefer to receive separate copies of the proxy materials, or if you are receiving multiple copies and would like to receive only one copy for your household, contact Broadridge Financial Solutions, Inc. at 866-540-7095 or in writing to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717.
We are a Delaware corporation. Our mailing address is EMCOR Group, Inc., 301 Merritt Seven, 6th Floor, Norwalk, CT, 06851, and our telephone number is (203) 849-7800. Our website address is https://www.emcorgroup.com. References in this Proxy Statement to ''EMCOR,'' ''Company,'' ''we,'' ''us'' and ''our'' refer to EMCOR Group, Inc. and our consolidated subsidiaries, unless the context requires otherwise. Information on our website is not intended to be incorporated into this Proxy Statement.
We have a long history of good corporate governance practices that has greatly aided our long-term success. Our Board of Directors, which we sometimes refer to as our ''Board,''and our management have recognized for many years the need for sound corporate governance practices in fulfilling their respective duties and responsibilities to our stockholders. Our Board and management have taken numerous steps to enhance our policies and procedures to comply with the corporate governance listing standards of the New York Stock Exchange and the rules and regulations of the Securities and Exchange Commission.
Proxy Access. Our By-Laws contain a ''proxy access'' provision that provides for inclusion in the Company's proxy materials of director candidates if such candidates are nominated by stockholders owning at least 3% of our outstanding Common Stock continuously for at least three years. The number of such director candidates may not exceed 25% of the number of directors serving on the Board but shall not be less than two. The number of stockholders who may aggregate holdings to reach the 3% threshold is capped at 25. Nominations are subject to certain eligibility, procedural, and disclosure requirements, including the requirement that the Company receive notice no earlier than 150 calendar days, and no later than 120 calendar days, prior to the anniversary of the issuance of the prior year's proxy materials.
Shareholder Engagement. We continue to engage with our stockholders regarding proxy access and other corporate governance matters. Each year, we reach out to our top 30 stockholders in order to solicit feedback and recommendations on our corporate governance practices and other topics.
Corporate Governance Guidelines. Our Corporate Governance Guidelines provide the framework for our governance. The Nominating and Corporate Governance Committee of our Board, which we refer to as the ''Corporate Governance Committee,'' regularly reviews corporate governance developments and makes recommendations to our Board with respect to modifications to our Corporate Governance Guidelines.
Our Corporate Governance Guidelines and By-Laws address majority voting in uncontested director elections, Board leadership (including the respective roles and responsibilities of the Board Chairman and Lead Director), a mandatory retirement age and term limits for directors, stock ownership guidelines and hedging and pledging prohibitions for our directors and named executive officers, and, with respect to our named executive officers, an incentive compensation recoupment policy, in each case as further described below:
Majority Voting. Under our By-Laws, a majority of the votes cast is required for the election of directors in an uncontested election (which is the case for the election of directors at the Annual Meeting). A majority of the votes cast means that the number of votes cast ''for'' a nominee must exceed the number of votes cast ''against'' that nominee for such nominee to be elected. Each director nominee is required to deliver to the Company an irrevocable contingent resignation in advance of the distribution of the proxy materials for an annual meeting at which the director is expected to be nominated for election. If a director nominee does not receive a majority of the votes cast in an uncontested election, our Corporate Governance Committee is to recommend whether to accept or reject that director's resignation and/or whether to take other action. The Board is, within 90 days of the certification of the election results and after consideration of the Corporate Governance Committee's recommendation, to make a determination whether to accept the resignation and/or take such other action as the Board determines appropriate. The Corporate Governance Committee, in making its recommendation, and the Board, in making its determination, are to evaluate the best interests of the Company and its stockholders and may consider any factors or other information they deem relevant.
Independent Lead Director. Our Corporate Governance Guidelines require that, if the Board determines that the best interests of stockholders are best served by electing a Chairperson that is not independent under the criteria of the listing standards of the New York Stock Exchange, an independent Lead Director be elected by majority vote of the independent directors. The Board evaluates the leadership structure of the Board, including whether to elect an independent Chairperson and/or appoint an independent Lead Director, on an annualbasis.ALead Director may also be appointed in other instances if the Board so determines, even if the Chairperson is also independent. Our current Chairman of the Board, Mr. Anthony J. Guzzi, is not an independent director and, accordingly, Mr. M. Kevin McEvoy, one of our independent directors, is our Lead Director. The Lead Director presides at meetings at which the Chairperson is not present, including executive sessions; participates in the formation of, and approves, the agenda for each Board meeting, whether or not the Chairperson is present; calls meetings of the independent directors; serves as a liaison between the Chairperson and the independent directors; ensures that he or she is available for consultation and direct communication with stockholders and other key constituents; guides the annual performance review and succession planning for the Chief Executive Officer; partners with the
Corporate Governance Committee to conduct the Board's annual self-evaluation; and performs such other duties as the Board may from time to time delegate.
Director Retirement Policy. A director may not be nominated for re-election if the director has or will have reached age 76 when he or she would otherwise stand for election. This policy may be waived by the Board.
Director Term Limit Policy. A non-management director may not be nominated for re-election if the director has or will have served for 20 years or more when he or she would otherwise stand for election. This policy may be waived by the Board.
Stock Ownership Guidelines. In an effort to further align the interests of our non-employee directors and named executive officers with our stockholders, our stock ownership guidelines require directors and our named executive officers to own and retain a significant financial stake in our Common Stock. Such guidelines set stock ownership targets expressed as the value of the shares of the Common Stock held by a director or named executive officer that is equivalent to three times the director annual cash retainer in effect as of October 22, 2012 (the ''Effective Date'') for non-employee directors, five times the annual base salary rate as of the Effective Date for our Chief Executive Officer, and three times the annual base salary rate as of the Effective Date for each other named executive officer. A non-employee director who is first elected to the Board after the Effective Date is expected to own within five years of his/her election shares equivalent in market value to three times the director's annual cash retainer in effect on the date of such director's initial election to the Board.An individualwho is first elected Chief Executive Officer of the Company or a named executive officer of the Company is expected to own, within five years of such officer's initial election as such, shares equivalent in market value to five times or three times, respectively, of such officer's annual base salary, in each case, as in effect on the date of such officer's initial election to such position. Shares of Common Stock held by a director or named executive officer, as applicable, are valued based upon the greater of the value of a share of Common Stock on (a) the applicable measurement date, or (b) the date of the grant of such shares of Common Stock. Shares owned separately by the individual, owned jointly or separately with an immediate family member residing in the same household, held in trust for such officer or director, or for members of such officer's or director's immediate family, and restricted stock and restricted stock units, are counted for purposes of determining compliance with the stock ownership guidelines. Currently, all directors and executive officers are in compliance with such guidelines.
No Hedging and No Pledging Policy. We prohibit our directors and named executive officers from participating in any hedging or monetization transactions involving Company securities. The policy also prohibits directors and named executive officers from holding any Company securities in a margin account and from pledging their Company securities as collateral for a loan.
Executive Compensation Recoupment Policy. We have an Executive Compensation Recoupment Policy to comply with the requirements of Rule 10D-1 under the Exchange Act and Section 303A.14 of the New York Stock Exchange listing standards. Our Executive Compensation Recoupment Policy provides that if the Company is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, then the Board will seek the recovery from covered executive officers of incentive-based compensation that was granted, paid, earned or became vested based wholly or in part upon the attainment of a financial reporting measure during the three completed fiscal years immediately preceding the date of such accounting restatement to the extent that such incentive-based compensation would have been lower had the financial reporting measure been based upon the restated financial results.
Stockholder Right to Call Special Meetings. Our By-Laws require that the Board convene a special meeting at the request of stockholders owning at least 25% of our outstanding Common Stock. This stockholder right does not contain any material restrictions. This threshold carefully balances stockholder empowerment and protection. The Board believes that, given the stock ownership concentration of our outstanding Common Stock, 25% is the appropriate threshold.
Independence of Directors. To assist our Board in determining the independence of each director, our Board has adopted categorical Standards for Determining Director Independence, a copy of which is attached to this Proxy Statement as Exhibit A and available on our website at https://www.emcorgroup.com. To be considered independent, our Board must affirmatively determine that the director has no material relationship with us. Our Board has determined that
nine of our ten current directors are independent, including all members of the Audit Committee of our Board, which we refer to as the ''Audit Committee,'' the Compensation and Personnel Committee of our Board, which we refer to as the ''Compensation Committee,'' and the Corporate Governance Committee, as the term ''independent'' is defined by the listing standards of the New York Stock Exchange and all applicable rules and regulations of the Securities and Exchange Commission. Our nine independent directors are: John W. Altmeyer, Amy E. Dahl, Ronald L. Johnson, Carol P. Lowe, M. Kevin McEvoy, William P. Reid, Pat Roche, Steven B. Schwarzwaelder, and Robin Walker-Lee. Anthony J. Guzzi, our Chairman, President and Chief Executive Officer, is not independent.
Executive Sessions of the Board. At regularly scheduled meetings of the Board, our independent directors meet without any management representatives present and with Mr. McEvoy, our independent Lead Director, presiding as Chairman.
Board Leadership Structure. Our Chairman of the Board is Mr. Anthony J. Guzzi. Mr. Guzzi was first elected to the Board on December 15, 2009 and was elected as the Chairman of the Board on June 1, 2018. He presides at meetings of the Board and at annual meetings of stockholders and sets the agenda for our Board meetings in collaboration with, and subject to the approval of, our independent Lead Director.
Board Committee Charters. Our Board has adopted written charters for its Audit Committee, Compensation Committee, and Corporate Governance Committee. At least annually, each committee reviews its charter and recommends any proposed changes to the Board for approval. A copy of each committee charter is available on our website at https://www.emcorgroup.com.
Annual Board Assessments and Succession Planning. The Board conducts a self-assessment of its performance and effectiveness as well as that of its committees on an annual basis. For 2025, each director completed a written questionnaire which solicited open-ended and candid feedback on an anonymous basis. The collective ratings and comments were compiled, summarized and presented to the Board and its committees. During this evaluation process, the Board also conducts succession planning with respect to its own composition and that of its committees.
Management Succession Planning. Management conducts regular succession planning reviews with the Board of Directors. During these reviews, our Chief Executive Officer and the Board discuss succession plans for key positions and identify top talent for development in future leadership roles. The Board is actively engaged in this process and regularly evaluates our succession strategy and leadership pipeline for key roles. High potential leaders are given exposure and visibility to the Board when they are invited to lead Board presentations and attend informal Board events.
Standards of Conduct. Our Code of Business Conduct and Ethics applies to all of our directors, officers and employees and those of our subsidiaries. In addition, our Board has adopted a separate Code of Ethics for our Chief Executive Officer and Senior Financial Officers which imposes additional ethical obligations upon them.
Political Activities and Contributions. We do not use corporate funds for lobbying activities. Our Code of Business Conduct and Ethics prohibits direct or indirect contributions, loans, gifts or services to any political candidate, campaign, committee, political party or political action committee, without exception. The Code of Business Conduct and Ethics also prohibits political contributions by employees that are made on our behalf, reimbursed by the Company or charged to customers. Our General Counsel oversees compliance with these policies, in coordination with our Corporate Governance Committee.
Stockholder Communications. Stockholders and other interested persons may communicate with our Board as a whole, or with one or more members of our Board (including all independent directors) individually or as a group, by writing to them c/o EMCOR Group, Inc., 301 Merritt Seven, 6th Floor, Norwalk, Connecticut 06851, Attention: Corporate Secretary. Such communications will be forwarded to the individuals addressed. However, the Corporate Secretary will not forward communications to the Board that advocate illegal activity, are offensive or lewd, have no relevance to the business or operations of the Company, or constitute mass mailings, solicitations or advertisements. The Corporate Secretary will determine when a communication is not to be forwarded.
Policies and Procedures for Related Party Transactions. Under our written policy regarding transactions with related parties, which policy is contained in our Corporate Governance Guidelines, we generally require that any transaction involving $120,000 or more (a ''Related Party Transaction'') be approved in advance by the Corporate Governance Committee if we are, or one of our subsidiaries is, a participant in the transaction and if any of the following persons has a direct or indirect material interest in the transaction:
an executive officer;
a director or director nominee;
a beneficial holder of 5% or more of our Common Stock, which we refer to as a ''Significant Holder;''
an immediate family member of an executive officer, director, director nominee or Significant Holder; or
an entity which is directly or indirectly owned or controlled by one of the above persons or in which one of the above persons has a direct or indirect substantial ownership interest.
We refer to each of the foregoing as a ''Related Party.''
Amember of the Board who or whose immediate family member has an interest in a Related Party Transaction may not participate in the Corporate Governance Committee's approval process. The Related Party must disclose any such proposed transaction, and all material facts relating to the transaction, to Ms. Walker-Lee, the Chairperson of our Corporate Governance Committee, and our General Counsel, who is to communicate such information to our Board for its consideration. No such transaction is to be approved if the Corporate Governance Committee determines that the transaction is inconsistent with our interests and the interests of our stockholders.
In order to ensure that material relationships and Related Party transactions have been identified, reviewed and disclosed in accordance with applicable policies and procedures, each director and executive officer also completes a questionnaire at the end of each fiscal year that requests confirmation that there are no material relationships or Related Party Transactions between such individual (or members of such individual's immediate family) and the Company other than those previously disclosed to the Company.
Insider Trading Policies and Procedures. We maintain an insider trading policy governing the purchase, sale and other dispositions of our securities by our executive officers, directors, employees and consultants, including their respective immediate family members and the Company. We believe our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as the NYSE listing standards applicable to us. Acopy of the insider trading policy was included as an exhibit to our Form 10-K for the year ended December 31, 2024.
Sustainability. We have adopted governance and oversight policies, and undertaken specific initiatives, to seek to ensure that our business is conducted in compliance with applicable environmental laws and regulatory requirements. We are also focused on structuring our governance and risk-management strategies to evaluate and address climate-related risks and opportunities.
While the impact of warming average temperatures on our business is difficult to predict or measure, we believe that our business will be able to serve our customers as they seek to reduce energy consumption and create a safer and more comfortable environment at their facilities through the construction, installation, retrofit and maintenance of heating, air conditioning and fire protection systems. In addition, our work in the areas of alternative energy sources and energy infrastructure, as well as the work we do to construct electric vehicle (''EV'') charging stations, EV manufacturing plants and EV battery production facilities, will further provide opportunities for us.
Certain of the risks the Company may face due to climate change are described within ''Item 1A- Risk Factors - Climate Change Related Risk Factors'' beginning on page 17 of our Form 10-K for the year ended December 31, 2025.
Additional information on our corporate sustainability initiatives and our services to improve energy efficiency can be found in our Sustainability Report, which is available on our website at https://www.emcorgroup.com.
Board Oversight of Human Capital Management. Our Board is committed to our EMCOR Values, especially those comprising People Always. Recognizing that our people are central to this vision, the Board engages in direct oversight of the Company's human capital management across a broad range of areas, including employee safety, training and development, and succession planning. The Board requires regular updates on the Company's safety and training programs and initiatives at all levels and regularly evaluates our success metrics. The Compensation Committee, in close consultation with the full Board and with management, also oversees the Company's recruiting, retention, compensation and benefits, regularly evaluating our policies and practices to advance responsible and effective management of the Company's key resource, its human capital. Additional information on our human capital management can be found in our Sustainability Report, which is available on our website at www.emcorgroup.com, and under ''Business - Human Capital'' beginning on page 5 of our Form 10-K for the year ended December 31, 2025.
The following table sets forth the personal characteristics for our directors and named executive officers. For further information on the experience and skills of each director standing for re-election, please see the Skills, Qualifications and Experience table on page 15 and ''Proposal No. 1 - Election of Directors'' on page 50.
Board Other Personal
Name Title Committees Gender Ethnicity Characteristics
John W. Altmeyer Director Compensation Chairperson
Male White
Amy E. Dahl Director Audit Female White
Anthony J. Guzzi Chairman, President and CEO
Male White Veteran
Ronald L. Johnson Director Governance Male Black and African
American
Veteran
Carol P. Lowe Director Audit Chairperson Female White
M. Kevin McEvoy Lead Director Audit, Compensation
and Governance
Male White Veteran
William P. Reid Director Audit Male White
Pat Roche Director Male White Steven B. Schwarzwaelder Director Compensation Male White
Robin Walker-Lee Director Governance Chairperson
Female White
Maxine L. Mauricio EVP, General Counsel, Chief Administrative Officer and Corporate Secretary
N/A Female Native Hawaiian and Asian American
Jason R. Nalbandian SVP, Chief Financial Officer and Chief Accounting Officer
N/A Male White
Availability of Corporate Governance Materials. Our categorical Standards for Determining Director Independence, Corporate Governance Guidelines, including the policies and procedures for Related Party Transactions, Code of Business Conduct and Ethics, Code of Ethics for our Chief Executive Officer and Senior Financial Officers, and other corporate governance materials may be obtained on our website at https://www.emcorgroup.com or by writing to us at 301 Merritt Seven, 6th Floor, Norwalk, Connecticut 06851, Attention: Corporate Secretary.
During 2025, our Board met seven times, and committees of our Board held an aggregate of 15 meetings. Each director attended at least 75% of the meetings of our Board and the meetings of the committees on which he or she served during 2025. As provided in our Corporate Governance Guidelines, all directors are expected to attend annual meetings of our stockholders, and all of our directors standing for re-election who were directors at the time attended the Company's 2025 Annual Meeting of Stockholders.
Our Board has standing Audit, Compensation, and Corporate Governance Committees comprised solely of independent directors as defined in the listing standards of the New York Stock Exchange. The members and the principal responsibilities of these committees are as follows:
Audit Committee. The Audit Committee is comprised of Ms. Dahl, Ms. Lowe, Mr. McEvoy and Mr. Reid.
Ms. Lowe serves as Chairperson of the Audit Committee. Among other things, it is responsible for:
engaging (subject to ratification by stockholders), overseeing, and discharging our independent auditors;
setting our independent auditors' fees;
reviewing the scope and audit procedures of our independent auditors;
approving audit and permitted non-audit services;
reviewing the senior audit engagement team members;
reviewing our annual and quarterly financial statements;
receiving periodic reports from our independent auditors and management regarding the auditors' independence;
meeting with our management and independent auditors on matters relating to, among other things, major issues regarding accounting principles and practices and financial statement presentation, and the adequacy of our internal controls over financial reporting;
reviewing our internal auditing and accounting personnel;
advising our Board with respect to our policies and procedures regarding compliance with applicable laws and regulations;
discussing with our management and independent auditors the Company's guidelines, policies, programs and practices with respect to risk assessment and risk management, including, without limitation, cybersecurity and climate related risks, the Company's major risk exposures, and steps management takes to monitor and control such exposures;
confirming, together with the Compensation Committee, that our compensation practices and programs do not encourage excessive or unnecessary risk; and
overseeing of our share repurchase program. The Audit Committee met five times during 2025. Our Board has determined that each of the members of the Audit
Committee is an ''audit committee financial expert'' within the meaning of the rules of the Securities and Exchange Commission.
Board Risk Oversight. Our Board of Directors performs risk oversight primarily through the Audit Committee, whose principal responsibilities are set forth above. In addition, the Board has delegated to the Audit Committee responsibility for reviewing with management and our independent auditors guidelines and policies with respect to
(i) risk assessment and risk management, (ii) our major risk exposures, and (iii) the steps management has taken to monitor and control such exposures. The Audit Committee receives periodic reports relating to risk assessment and risk management, including cybersecurity risks, from our senior management, including our General Counsel and Chief Information Security Officer, and our vice presidents of internal audit and risk management. A cybersecurity update is provided to the Audit Committee at least quarterly by our General Counsel and/or Chief Information Security Officer, both of whom head our Cybersecurity Executive Council, which is responsible for reviewing policies and procedures related to cybersecurity and our cybersecurity program to ensure our cybersecurity program remains effective and able to meet rapidly evolving cybersecurity threats. The Audit Committee also oversees climate-related risk management and reporting of financial and other data relating to climate impacts. The Company, through its Risk
Department and with oversight by the Audit Committee, also works with our insurance carriers to evaluate physical risks to our facilities and operations that may result from or be exacerbated by climate change, to ensure that we maintain appropriate levels of insurance coverage to minimize the potential financial impact or business disruption that may occur as a result of such risks. A more detailed discussion of the material risks to our business, financial position and results of operations, including additional detail about cybersecurity risk and climate change risk, can be found in ''Item 1A - Risk Factors'' beginning on page 8 of our Form 10-K for the year ended December 31, 2025.
Audit Committee members meet in executive session with representatives of our independent auditors and separately with the head of our Internal Audit Department. In addition, the Chairperson of the Audit Committee provides a report of each meeting of the Audit Committee to our Board to the extent that such Audit Committee meeting was not attended by the other directors. However, all Board members are expected to attend the financial results discussion portion of all Audit Committee meetings. Our Board of Directors also provides risk oversight through its periodic reviews of the financial and operational performance of the Company.
Compensation Committee. The Compensation Committee is comprised of Messrs. Altmeyer, McEvoy and Schwarzwaelder. Mr. Altmeyer serves as the Chairperson of the Compensation Committee. Among other things, it is responsible for:
overseeing the evaluation of our management and reviewing and advising our Board regarding the qualifications of individuals identified as candidates for positions as our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and General Counsel and for the position of Chief Executive Officer of each subsidiary whose proposed annual base salary is $600,000 or more;
reviewing and approving corporate goals and objectives relevant to compensation for our Chief Executive Officer, evaluating our Chief Executive Officer's performance in light of those goals and objectives and, with input from our other independent directors, determining our Chief Executive Officer's compensation based on this evaluation;
reviewing and approving, based on proposals made by our Chief Executive Officer, compensation for our named executive officers as well as the compensation for each of our and our subsidiaries' other officers and employees whose proposed annual base salary is $600,000 or more and for approving, with input from our other independent directors, any employment, severance or similar contracts for our and our subsidiaries' officers and employees whose proposed annual base salary is $600,000 or more; and
making recommendations to our Board with respect to incentive compensation plans for our officers and other employees and administering those plans and reviewing executive development plans.
During 2025, the Compensation Committee held six meetings. Each year the Compensation Committee reviews the annual salaries of, and considers annual incentive awards for,
our Chief Executive Officer and our other named executive officers, who are collectively referred to as our ''named executive officers,'' and each of whom is listed in the Summary Compensation Table for Fiscal Years 2025, 2024 and 2023 on page 28, which we refer to as the ''Summary Compensation Table.'' It also reviews the annual salary of each of our and our subsidiaries' other officers and employees whose proposed annual base salary is $600,000 or more. Our Chief Executive Officer makes recommendations to the Compensation Committee for salary adjustments for those individuals and for the payment of annual incentive awards to all of our named executive officers. Annual incentive awards for our named executive officers are based upon both our performance in meeting pre-established financial objectives during our most recently completed year and an evaluation of the individual executive's performance in meeting his/her pre-established personal goals and objectives for the most recently completed year. They are also based upon the recommendations of the Compensation Committee's compensation consultant, Mercer. Our Chief Executive Officer participates in a portion of the meetings of our Compensation Committee during which these various compensation issues are discussed. The Compensation Committee considers our Chief Executive Officer's recommendations regarding salary adjustments and payment of annual incentive awards, arrives at its own recommendations, and then makes its determination regarding salary adjustments and payment of annual incentive awards, including the determination of whether to exercise discretion to adjust the payment of annual incentive awards upwards or downwards based upon the achievement, or failure to achieve, non-financial personal goals and objectives (as discussed in more detail on pages 19-21 below under ''Annual Incentive Program''). The final deliberations and determinations regarding salary adjustments and payment of annual incentive awards are made at meetings without any members of management present.
When incentive compensation plans for our named executive officers and other senior executives have been established, those plans have been proposed by management, reviewed by the Compensation Committee, and, at times, reviewed by Mercer. Mercer is a compensation consultant that the Compensation Committee has engaged annually since 2006 to advise the Compensation Committee with regard to the amount and form of compensation for our named executive officers and to review compensation plans for those officers. Mercer reviews the salaries and other compensation we pay to our named executive officers so that it may advise the Compensation Committee whether compensation paid to those executives is competitive with that paid to executives holding comparable positions at Mercer-selected companies, which are public companies engaged in providing specialty contracting, general construction, facilities, and industrial services, and/or manufacturing of electrical, HVAC and other construction products and which companies have other financial characteristics similar to ours, are organized similarly to the way we are, are focused principally on the United States market as we are, and with which we may compete for management talent. Such companies are listed on page 17. Mercer also reports upon its assessment of the appropriateness and fairness of our compensation plans when compared to compensation plans for comparable executives at those comparable companies. Mercer performed services in 2025 totaling $118,642 for the Compensation Committee. Mercer is a wholly-owned subsidiary of Marsh & McLennan Companies, Inc. (''Marsh''). In 2025, we also used Mercer and other Marsh subsidiaries (''Other Marsh Subsidiaries'') for valuation and investment services, actuarial services, pension consulting, health and benefits consulting, and for insurance broking and risk consulting. In 2025, those other services performed by Mercer and Other Marsh Subsidiaries totaled $1,045,857. Mercer and Other Marsh Subsidiaries have been retained by management for such matters since 1987, and such retention is not subject to Board or Compensation Committee approval.
Role of Compensation Consultants. As noted above, the Compensation Committee has engaged Mercer for several years to assist in the evaluation of named executive officer compensation and compensation programs, and management has engaged Mercer and Other Marsh Subsidiaries to provide certain other services to us and to our subsidiaries.
The Compensation Committee has considered whether the non-executive compensation services provided by Mercer and Other Marsh Subsidiaries to the Company create any conflicts of interest in light of Rule 10C-1 of the Securities and Exchange Commission and the listing standards of the New York Stock Exchange. Because of the policies and procedures that Mercer has in place, as well as the policies and procedures that the Compensation Committee has in place, the Compensation Committee has concluded that to the extent the work performed by Mercer and Other Marsh Subsidiaries may create a possible appearance of a conflict of interest, there are sufficient safeguards and policies in place to mitigate or eliminate any such conflict, and therefore, no conflict of interest exists. Additionally, the Corporate Governance Committee has concluded, based on a similar analysis, that no conflict of interest exists with respect to the work that Mercer performs for the Corporate Governance Committee on a biennial basis regarding director compensation.
The factors used by the Compensation Committee and the Corporate Governance Committee, as applicable, to determine that no conflict of interest exists include the following:
the individual compensation consultant receives no incentive or other compensation based on the fees charged to the Company for other services provided by Mercer or Other Marsh Subsidiaries;
the individual compensation consultant is not responsible for selling or providing other services of Mercer or Other Marsh Subsidiaries to the Company, except with respect to executive and director compensation;
Mercer's professional standards prohibit the individual compensation consultant from considering any other relationships Mercer or its affiliates may have with the Company in rendering his or her advice and recommendations;
the individual compensation consultant has direct access to the Compensation Committee and the Corporate Governance Committee without management intervention;
the individual compensation consultant does not own any stock of the Company;
the individual compensation consultant does not provide any services to us other than those provided at the direction of the Compensation Committee with respect to executive compensation and the Corporate Governance Committee with respect to non-employee director compensation;
there is no business or personal relationship between any Compensation Committee or Corporate Governance Committee member or named executive officer of the Company and the individual compensation consultant or Mercer;
the amount of fees received by Mercer for the services provided to the Compensation Committee and Corporate Governance Committee in 2025 represent on a combined basis less than .00543% of the total 2025 revenues of Mercer; and
all non-executive and non-director compensation services are provided by personnel of Mercer and Other Marsh Subsidiaries who are not involved in providing services at the direction of the Compensation Committee or the Corporate Governance Committee.
Corporate Governance Committee. The Corporate Governance Committee is comprised of Ms. Walker-Lee and Messrs. Johnson and McEvoy. Ms. Walker-Lee serves as Chairperson of the Corporate Governance Committee. Among other things, it is responsible for:
leading the search for individuals qualified to become members of our Board, consistent with criteria approved by the Board and set forth in our Corporate Governance Guidelines;
evaluating and recommending to the Board nominees for election to the Board, which such evaluation includes an analysis of a nominee's other commitments;
developing and overseeing an annual self-evaluation process for the Board and its committees;
overseeing our environmental, health and safety program and our other environmental, social and governance programs;
reviewing and determining whether to consent to Related Party Transactions; and
making recommendations with respect to:
corporate governance guidelines;
compensation and benefits for non-employee directors; and
matters relating to Board members' retirement and removal, the number, function and membership of Board committees, director and officer liability insurance, and indemnity agreements between us and our officers and directors.
During 2025, the Corporate Governance Committee held four meetings.
The Corporate Governance Committee annually reviews compensation and other benefits for non-employee members of our Board. When the Corporate Governance Committee determines that a change in director compensation or benefits is appropriate, it submits such recommendation to the Board for its approval. Compensation arrangements for the Board are described commencing on page 45 under ''Director Compensation.''
The Corporate Governance Committee will consider recommendations for candidates for Board membership suggested by Corporate Governance Committee members, other members of our Board, and stockholders. A stockholder who wishes the Corporate Governance Committee to consider his or her recommendations for nominees for the position of director should submit his or her recommendations in writing to the Corporate Governance Committee, c/o Corporate Secretary, EMCOR Group, Inc., 301 Merritt Seven, 6th Floor, Norwalk, Connecticut 06851, together with supporting material required to be provided under our By-Laws, as well as any additional supporting material the stockholder considers appropriate. Supporting material regarding director nominees should, at a minimum, include such background and biographical material as will enable the Corporate Governance Committee to make an initial determination as to whether the prospective nominee satisfies the criteria for directors set out in our Corporate Governance Guidelines. The Corporate Governance Guidelines are available at our website at https://www.emcorgroup.com. A stockholder may also nominate director candidates by complying with our By-Law provisions discussed commencing on page 57 under ''Other Matters - 2027 Annual Meeting Stockholder Proposals.''
If the Corporate Governance Committee identifies a need to replace a current member of our Board, to fill a vacancy in our Board, or to expand the size of our Board, the process to be followed by the committee to identify and evaluate candidates includes:
consideration of those individuals recommended by stockholders as candidates for Board membership and those individuals recommended in response to requests for recommendations made of Board members and others, including those individuals suggested by any third-party search firm retained by the Corporate Governance Committee, from time to time;
meeting, from time to time, to evaluate biographical information and background material relating to candidates; and
interviews of selected candidates by members of the Corporate Governance Committee and other members of the Board.
The Corporate Governance Committee regularly reviews with the Board the requisite skills and characteristics that the Board seeks in Board members, as well as the composition of the Board as a whole. As provided in our Corporate Governance Guidelines, in its assessment of each potential candidate, the Corporate Governance Committee is to consider the candidate's achievements in his or her personal career, experience, wisdom, integrity, ability to make independent analytical inquiries, and understanding of the business environment. The Corporate Governance Committee will also take into account the willingness of a candidate to devote adequate time to board duties in light of a candidate's other commitments and will consider whether a candidate is free of conflicting interests and whether the candidate will be able to adequately represent the best interests of our stockholders. The Corporate Governance Committee may also consider any other relevant factors that it may, from time to time, deem appropriate, including the current composition of our Board, the balance of management and independent directors and the need for Audit Committee expertise. Candidates have been selected for, among other things, their integrity, independence, experience, leadership, and ability to exercise sound judgment. Prior experience involving issues relevant to the Company's businesses is among the most significant criteria. As noted in our Corporate Governance Guidelines, the Board believes that each director should have an understanding of our business and financial objectives, results of operations and financial condition and our relative standing in relation to our competitors. Final approval of a candidate is determined by the full Board. Consistent with our Corporate Governance Guidelines, in selecting nominees to our Board of Directors, the Corporate Governance Committee considers the skills, qualifications, experience, perspectives, and background that a potential nominee possesses and the extent to which the candidate would enhance the perspective, background, knowledge, and experience of our Board of Directors as a whole.
Skills, Qualifications and Experience
As discussed above, the Corporate Governance Committee and the Board value a range of skills, qualifications, experience, perspectives, and background in our directors. The following table summarizes some of the experience and skills of each director standing for re-election. For further information on our director candidates and their qualifications, please see ''Proposal No. 1 - Election of Directors'' on page 50.
Director
Independent
Finance /
Accounting
Corporate
Governance
Executive
Leadership
Industry
Experience
Public
Company
Cybersecurity
John W. Altmeyer
•
•
•
•
•
Amy E. Dahl
•
•
•
•
•
Anthony J. Guzzi
•
•
•
•
•
•
Ronald L. Johnson
•
•
•
•
•
Carol P. Lowe
•
•
•
•
•
•
•
M. Kevin McEvoy
•
•
•
•
•
•
•
Pat Roche
•
•
•
•
•
•
•
Steven B.
Schwarzwaelder
•
•
•
•
•
•
Robin Walker-Lee
•
•
•
•
•
The objectives of our executive compensation program, as applicable to our named executive officers, whose names appear in the Summary Compensation Table on page 28, are to attract, retain and motivate key executives with the skills necessary to assure our long-term success. The purposes of the key components of the program are:
to reward our named executive officers' expertise and experience;
to reward our named executive officers' performance that drives achievement of our short-term and long-term goals by providing a strong link between pay and performance; and
to align our named executive officers' compensation with the interests of our stockholders.
The executive compensation program uses various compensation elements that are designed to incentivize the achievement of both our short-term and long-term performance. In designing our executive compensation program, we have applied the following principles:
compensation should reinforce our business strategy and long-term stockholder value creation;
a significant portion of named executive officer total compensation should be at risk and tied to the achievement of our financial objectives while considering the achievement of the named executive officer's annual individual goals and objectives. When we exceed our financial objectives for the relevant performance period, we reward our named executive officers with incentive awards greater than their respective targeted incentive awards based on financial performance. When our financial performance does not meet the established financial objectives, our named executive officers receive either no incentive awards based on these criteria or incentive awards that are less than their targeted incentive awards. The Compensation Committee sets the financial objectives for a particular performance period;
incentive compensation should reflect both our short-term and long-term financial performance;
incentive awards should be designed to align the interests of our stockholders and named executive officers by having a meaningful portion of such awards be delivered in equity; and
incentive awards should serve as a recruitment and retention device so that named executive officers are motivated to join and stay with us.
The key components of our compensation program are:
base salary;
short-term incentives under the Key Executive Incentive Bonus Plan in the form of annual incentive awards (the ''Annual Incentive Program'') based upon (a) our financial performance for the applicable year as measured by two metrics: diluted earnings per share from continuing operations and the ratio of our positive operating cash flow to our operating income and (b) the achievement of personal goals and objectives;
longer-term incentives under our Long Term Incentive Plan, which we refer to sometimes as the ''LTIP'' and which is discussed below and, at times, other equity grants. These incentives principally come in the form of:
annual equity awards in the form of restricted stock units granted under our Amended and Restated 2010 Incentive Plan (the ''2010 Incentive Plan'') representing the right to receive shares of our Common Stock, which generally cliff vest after three years; and
performance-based cash incentive awards based on our financial performance measured by our diluted earnings per share from continuing operations during multi-year measurement periods;
certain retirement programs, as described below; and
perquisites, which have been provided for over 20 years, and principally include dues reimbursement for a club where the named executive officer can entertain clients and other business contacts, term life insurance, an auto allowance and associated expenses, and a tax ''gross up'' on these perquisites.
We also maintain the EMCOR Group, Inc. 401(k) Savings Plan, which we refer to as the ''401(k) Plan.'' The 401(k) Plan provides retirement benefits to our eligible employees, including the named executive officers. For 2025, our annual contribution to the 401(k) Plan for each named executive officer was $21,630.
In addition, we maintain the EMCOR Group, Inc. Voluntary Deferral Plan, a non-qualified deferred compensation plan offered to a select group of key employees, including our named executive officers. Elective deferrals of base salary or cash bonuses or other cash incentive compensation under the Voluntary Deferral Plan are credited to an unfunded bookkeeping account, which are also to be credited with Company matching credits and which may also be credited with Company supplemental credits.
Our 401(k) Plan and Voluntary Deferral Plan are more fully described under ''Retirement Plans, Severance Arrangements, and Change of Control Agreements'' commencing on page 25.
Under severance agreements with our named executive officers, we provide special compensation in the event the executive's employment is terminated (i) by us without cause or (ii) by the named executive officer for good reason. (We have set forth the definition of the terms ''cause'' and ''good reason'' under ''Potential Post Employment Payments - Severance Agreements'' commencing on page 37).
The Compensation Committee has principal responsibility for setting the compensation for our named executive officers and other senior officers. It also reviews the incentive plans applicable to employees generally. The Compensation Committee has annually retained Mercer as a compensation consultant to review the compensation payable to our named executive officers. The assignments to Mercer are made by the Chairperson of the Compensation Committee. To assist the Compensation Committee in its compensation discussions and decisions, which include salary levels, targeted annual incentive awards, LTIP targeted performance-based cash incentive awards for multi-year periods, financial measurements for incentive awards, and equity awards, as discussed below, Mercer presents compensation information compiled from proxy and other publicly available data from companies in a comparator group of companies developed by Mercer with input from management and approved by the Compensation Committee.
To assist the Compensation Committee in its compensation discussions and decisions for 2025, Mercer utilized compensation information from a comparator group of companies that consisted of the following 16 public companies engaged in providing specialty contracting, general construction, facilities, and industrial services, and/or manufacturing of electrical, HVAC and other construction products. Such companies have financial characteristics similar to ours, are organized similarly to the way we are, are focused, in large part, on United States markets as we are, and are companies with which we may compete for management talent. We refer to such companies as ''Comparator Companies.''
AECOM
APi Group Corporation Comfort Systems USA, Inc. Ferguson Enterprises Inc.
Fluor Corporation Jacobs Solutions, Inc.
KBR, Inc.
Lennox International Inc.
MasTec, Inc. Owens Corning
Quanta Services, Inc. Trane Technologies Plc United Rentals, Inc.
Vertiv Holdings Co Watsco, Inc.
WESCO International, Inc.
With respect to each fiscal year, our Chief Executive Officer meets with the Compensation Committee during the third quarter of the immediately preceding fiscal year and the first quarter of such fiscal year to discuss salaries and targeted annual incentive awards for each named executive officer, and objectives for both our financial performance for such fiscal year and the personal goals and objectives for each other named executive officer for such fiscal year, the two components upon which the payment of that year's annual incentive awards are to be based. During the first quarter, the Compensation Committee also reviews the annual base salaries of our and our subsidiaries' other officers and employees whose proposed annual base salary is $600,000 or more and the general objectives and goals of our compensation policies. Annual base salaries and targeted annual incentive awards for each of our named executive officers for the year, our financial goals for that year, and the personal goals and objectives for each such executive for
that year are recommended by our Chief Executive Officer and are reviewed by and ultimately established by the Compensation Committee, together with input from Mercer, at a meeting without any members of management present. In the case of our Chief Executive Officer, the Compensation Committee, including our Lead Director, establish the annual personal goals and objectives. The specific amounts of the annual base salaries, incentive awards and LTIP payments and grants to our named executive officers for 2025 are set forth in the Summary Compensation Table on page 28.
Incentive awards based upon our financial results are made under our Annual Incentive Program and our LTIP, subject to the performance terms and other applicable provisions of our Key Executive Incentive Bonus Plan and our 2010 Incentive Plan.
Because, as discussed herein, (a) our annual incentive awards to named executive officers are capped, (b) our equity awards provide for the award of restricted stock units that generally cliff vest after three years, and (c) the cash award under the LTIP is linked to our financial performance over a three-year period, the Compensation Committee does not believe our named executive officers are encouraged to take excessive or unnecessary risk. In addition, the Compensation Committee does not believe that our compensation policies and practices for employees generally are reasonably likely to have a material adverse effect on the Company.
At our 2025 Annual Meeting of Stockholders, over 90% of the shares present at the meeting and voting ''For'' or ''Against'' were cast in favor of a resolution to approve, on an advisory basis, the compensation of our named executive officers as set out in our proxy statement for that meeting. Given this percentage of votes in favor of our named executive officer compensation, the Compensation Committee determined that our stockholders strongly support our current compensation policies and programs and decided generally to keep our compensation practices in place for 2025.
Annual base salary serves as a foundation of our executive compensation program. We determine the other key components of the program with reference to base salary, including annual and long-term incentives and termination payments.
We intend annual base salary and perquisites to reward the expertise, experience and sustained performance of our named executive officers, each of whom has been with us for more than ten years. Base salaries are reviewed annually, and we have generally increased named executive officer salaries to reflect promotions or increased responsibilities and cost of living increases, when appropriate, and to remain competitive with base salaries paid by the Comparator Companies. For 2025, the base salaries of our named executive officers, Mr. Anthony J. Guzzi, our Chairman, President and Chief Executive Officer, Ms. Maxine L. Mauricio, our Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary, and Mr. Jason R. Nalbandian, our Senior Vice President, Chief Financial Officer and Chief Accounting Officer, were increased by approximately 3.9%, 3.2%, and 8.1%, respectively, effective January 1, 2025; however, on December 22, 2025, the base salaries of Ms. Mauricio and Mr. Nalbandian were increased an additional 7.7% and 16.7%, respectively.
Annual cash incentive awards under our Key Executive Incentive Bonus Plan form a significant element of the Annual Incentive Program. For more than fifteen years, named executive officer annual incentive awards have been based, in large part, on pre-established annual financial results emphasizing pay-for-performance. We expect annual incentive awards to motivate our named executive officers to improve performance on an annual basis. We believe such performance improvements should lead to sustained growth and ultimately to enhanced stockholder value.
For 2025, each named executive officer had a targeted annual incentive award that was based upon the achievement of 2025 financial targets (2025 diluted earnings per share from continuing operations and the ratio of our 2025 positive operating cash flow to our 2025 operating income) as well as meeting his/her pre-established personal goals and objectives. The maximum potential aggregate annual incentive award payable for 2025 to Mr. Guzzi was 300% of his 2025 base salary and the maximum potential aggregate annual incentive awards payable for 2025 to Ms. Mauricio and Mr. Nalbandian were 200% of their respective 2025 base salaries. We refer to a named executive's maximum potential aggregate annual incentive awards sometimes as his/her ''Maximum Potential Incentive Award.''
For Mr. Guzzi, his 2025 targeted annual incentive award, based upon our meeting certain financial measurements for 2025, was 150% of his annual base salary, and for Ms. Mauricio and Mr. Nalbandian, their 2025 targeted annual incentive awards, based upon our meeting those 2025 financial measurements, were 100% of their respective
2025 annual base salaries. We refer to this targeted annual incentive award sometimes as the ''Financial Target Bonus.'' The exact amount of each named executive officer's 2025 annual incentive award that we would pay based on our financial performance ranged from 0% to the maximum percentage of his or her annual base salary indicated in the immediately preceding paragraph, depending on our 2025 earnings per share and the ratio of our 2025 positive operating cash flow to our 2025 operating income. When we refer to earnings per share with respect to our Annual Incentive Program, we mean earnings per share on a diluted basis from continuing operations. However, in calculating such 2025 earnings per share and operating income for purposes of determining annual incentive awards there was, as provided in the program, to be excluded from such calculations (a) non-cash charges directly associated with the write-down of balance sheet values of assets, (b) investment banking, consulting, legal, and accounting fees and related disbursements directly associated with any proposed or consummated (i) sale or disposition of Company assets or securities or (ii) acquisition or investment, (c) the effect of any changes in statutory tax rates from those in effect on March 26, 2025, (d) restructuring charges, negative tax consequences, or other accounting adjustments due to a sale or closure of a subsidiary's business, inclusive of the U.K., (e) the cumulative effect of any change in accounting principles, (f) charges relating to withdrawal liabilities in connection with multi-employer pension plans and specific surcharges assessed by a multi-employer plan related to supplemental contributions (i.e., lump sum type contributions and not an increase in the hourly contribution rate) to ameliorate an underfunding in such plan, and (g) income or loss from discontinued operations (as so adjusted, ''adjusted earnings per share'' and ''adjusted operating income,'' as applicable). For the purpose of calculating operating cash flow, amounts that are the subject of clauses (a) through (g) above, and any lump sum supplemental contributions to the U.K. defined benefit plans were, as provided in the program, to be excluded from such calculation (as so adjusted, ''adjusted positive operating cash flow'').
Mr. Guzzi, together with certain other named executive officers, developed proposed 2025 financial metrics for the payment of the annual incentive awards under our Key Executive Incentive Bonus Plan. Mr. Guzzi then proposed to the Compensation Committee the financial measurements. Our Compensation Committee established financial measurements for those annual incentive awards in February 2025, taking into account the proposal of management, the report of Mercer, our 2025 budget, and annual earnings per share guidance for 2025 that was to be provided to the equity markets. The Compensation Committee determined that no annual incentive award based upon the foregoing financial measurements was to be payable unless we achieved adjusted earnings per share for 2025 in excess of $20.00 and 2025 adjusted positive operating cash flow of at least 20% of 2025 adjusted operating income. Consequently, the financial measurements emphasize earnings as well as positive operating cash flow - a measure of quality of earnings - and are linked to guidance we provide to the equity markets. In 2025, Mercer reviewed such financial measurements in order to assess whether they continued to meet our goals and objectives with respect to our Annual Incentive Program and to aid the Compensation Committee in determining whether the measurements should be changed. Mercer examined the measurements, the total incentive awards payable under the program and what was actually paid with respect to 2024, as well as the performance of the Company and its Common Stock versus the Comparator Companies. Mercer concluded that the financial measurements continued to be an appropriate means to incentivize and retain our executives.
The 2025 incentive award based on financial measurements that could have been awarded to a named executive officer, whether at, above, or below his or her 2025 Financial Target Bonus, was determined in accordance with a matrix adopted by the Compensation Committee, which we refer to as the ''Matrix''and which took into account 2025 adjusted earnings per share and the ratio of 2025 adjusted positive operating cash flow to 2025 adjusted operating income (the ''2025 Cash Flow Ratio''). For example, if our 2025 adjusted earnings per share had been $22.25, then, in accordance with the Matrix, the named executive officer's 2025 Financial Target Bonus could have been awarded to him or her only if the 2025 Cash Flow Ratio was 70%. If 2025 adjusted earnings per share had been less than $22.25 (but greater than
$20.00), each named executive officer could have been awarded an annual incentive award based on financial measurements, in accordance with the Matrix, greater or less than his or her Financial Target Bonus, the amount of which would depend upon the 2025 adjusted earnings per share and the 2025 Cash Flow Ratio (provided the 2025 Cash Flow Ratio was at least 20%). If 2025 adjusted earnings per share had been greater than $22.25, each named executive officer could have been awarded an annual incentive award based on financial measurements, in accordance with the Matrix, greater or less than his or her Financial Target Bonus, the amount of which would depend upon the 2025 adjusted earnings per share and the 2025 Cash Flow Ratio. The exact amount of this incentive award was determined by the intersection on the Matrix of 2025 adjusted earnings per share and the 2025 Cash Flow Ratio. In no event could an incentive award based on financial measurements have exceeded the named executive officer's Maximum Potential Incentive Award. However, if, as indicated above, 2025 adjusted earnings per share had not been in excess of $20.00, or if the 2025 Cash Flow Ratio had been less than 20%, no annual incentive award based on financial measurements could have been paid to any named executive officer.
For 2025, our adjusted earnings per share was $25.90 and our 2025 Cash Flow Ratio was approximately 83% which, in accordance with the Matrix, permitted payment to each named executive officer of his or her Maximum Potential Incentive Award based solely on financial metrics. However, the Compensation Committee also determined that each named executive officer had achieved his or her personal goals and objectives for 2025 as described below.
A summary of the Matrix containing key threshold levels is set forth below.
Threshold
Target
Maximum
Cash Flow Ratio 100%. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0%
120%
240%(1)
Cash Flow Ratio 70%. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0%
100%
200%(1)
Cash Flow Ratio 20%. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0%
40%
80%
While the Matrix contains these percentages, the Maximum Potential Incentive Award for the named executive officers would be as follows: Mr. Guzzi, 300%; Ms. Mauricio, 200%; and Mr. Nalbandian, 200%.
As indicated above, under our Annual Incentive Program, during the first quarter of each calendar year, our Chief Executive Officer proposes for each of our other named executive officers such officer's personal goals and objectives for the year. The Compensation Committee reviews those goals and objectives, which are subject to its approval. In the case of our Chief Executive Officer, the Compensation Committee and Lead Director agree on his annual personal goals and objectives. Under the Annual Incentive Program, if a named executive officer is not paid the Maximum Potential Incentive Award based solely on financial measures, then we may pay such named executive officer an award based upon his or her personal goals and objectives; provided that in any case, such an award may not exceed 20% of the total award paid to such named executive officer or, if no award is payable based on financial measures, 20% of the Financial Target Bonus. For 2025, the named executive officers received the Maximum Potential Incentive Award based solely on financial measures and, as a result, no additional awards based on their achievement of personal goals and objectives were made.
For 2025, the personal goals and objectives for the named executive officers were:
Anthony J. Guzzi, Chairman, President and CEO
Implement key findings from 2024 strategic review and conduct annual refresh based on market and economic challenges and opportunities.
Work with team to improve our acquisition integration processes, add appropriate resources, especially at the segment level.
Continue to build succession depth across key operational and functional areas across EMCOR down through the segment level.
Continue to set the right tone at top through our EMCOR University Leader Development Programs.
Work on EBS and Mechanical Segment CEO successions to ensure their successful deployment and long-term organizational capability.
Jason R. Nalbandian, Senior Vice President, Chief Financial Officer and Chief Accounting Officer
Implement key findings from 2024 strategic review and conduct annual refresh based on market and economic challenges and opportunities.
Work with team to improve our acquisition integration processes, add appropriate resources, especially at the segment level.
Continue to build succession depth across key operational and functional areas across EMCOR down through the segment level.
Execute a detailed review of three- to five-year needs to include leadership and talent gaps in tax, risk, and business development (acquisitions).
Continue to build investor relations skills.
Work with CEO to set the right tone at the top through our company.
Support our EMCOR University Leader Development programs.
Continue to develop our Risk Management program with focus on our captive development.
Support successful succession process for EBS and Mechanical segment CEOs.
Maxine L. Mauricio, Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary
Implement key findings from 2024 strategic review and conduct annual refresh based on market and economic challenges and opportunities.
Work with team to improve our acquisition integration processes, add appropriate resources, especially at the segment level.
Continue to build succession depth across key operational and functional areas across EMCOR down through the segment level.
Continue to help CEO set the right tone at top and support, lead and participate in our EMCOR University Leader Development Programs.
Use our legal and HR staff to continue to use Teams to execute legal training to our subsidiary companies.
Conduct and execute a realignment of our Environmental, Health and Safety organization with a special focus on best practice sharing and compliance.
Support successful succession process for EBS and Mechanical Segment CEOs.
The payment of annual incentive awards to the named executive officers on the basis of financial measurements and achievement of their respective personal goals and objectives follows our Chief Executive Officer's report to the Compensation Committee of our annual financial results and how each named executive officer (other than himself) performed in meeting his/her personal goals and objectives. The Compensation Committee, with input from the other independent directors, then determines the amounts to be paid to each named executive officer as his/her annual incentive award. This determination is based on where the Company's financial results fall within the Matrix, as well as on the Compensation Committee's evaluation of each named executive officer's performance in meeting his or her personal goals and objectives. The final determination of the annual incentive awards is made without any members of management present.
Under the terms of the program, the Compensation Committee could have, in its sole discretion, for 2025 (as for prior years), reduced the payment of any named executive officer's annual incentive award based on financial measurements even though those financial measurements called for payment of the percentages provided for in the Matrix. The Compensation Committee has the authority to take into account any factors it deems appropriate in choosing whether or not to exercise negative discretion. In December 2025, the Compensation Committee waived its right to exercise negative discretion with respect to the named executive officers' 2025 annual incentive awards.
We provide a significant portion of our named executive officers'compensation through our Long Term Incentive Plan, which we refer to as the ''LTIP.'' The LTIP was originally proposed by management, reviewed by the Compensation Committee's consultant Mercer and, after review and modification by the Compensation Committee, approved by it and the other independent directors. The LTIP provides incentives that foster executive recruitment and retention, reward long-term financial performance, and align management and stockholder interests. Before we adopted the LTIP, Mercer advised the Compensation Committee that the LTIP as proposed should accomplish these objectives with its focus on long-term financial performance, cash and equity awards competitive with those granted by Mercer's list of Comparator Companies, and use of equity for alignment with stockholder returns. Each year, Mercer undertakes a comprehensive review of the LTIP, which includes an analysis of (a) the factors used to determine the performance component of the award, (b) whether to increase or decrease the equity to cash ratio set forth in the plan and (c) the incentive plans of our Comparator Companies. In October 2025, Mercer presented the findings of its review to the Compensation Committee and shared Mercer's conclusion that the LTIP was generally in alignment with practices at the Comparator Companies.
The LTIP provides the methodology for computing a number of restricted stock units annually granted under the 2010 Incentive Plan to executives participating in the LTIP, including our named executive officers. The LTIP also provides for the grant of cash awards which, as set forth in the LTIP, are based upon us achieving an earnings per share objective for a measurement period of three years.
Annually, during the first quarter of each year, the Compensation Committee establishes the LTIP earnings per share objective for a three-year period commencing with that year, and LTIP targeted awards for each LTIP participant, including the named executive officers. Those targeted awards are recommended by our Chief Executive Officer and are reviewed, and ultimately established, by the Compensation Committee.
Each participant in the LTIP, including each named executive officer, is entitled each year to an award based on a multiplier (or percentage), which we refer to as the ''Multiplier,'' of his/her annual base salary rate at the end of the previous year. We refer to this award as the ''LTIP Target Bonus.''
Specifically, the LTIP Target Bonus consists of:
an annual award of a number of restricted stock units to senior executives, including the named executive officers, to be made under our 2010 Incentive Plan. This is the retention component. This number of restricted stock units (in respect of which an equal number of shares of our Common Stock will be issued) generally vests in full on the third anniversary of the grant date of the award. The named executive officer is to receive upon vesting a number of shares of our Common Stock equal in number to his/her annual grant of restricted stock units as well as additional shares of our Common Stock equal to the cash dividends, if any, that have been paid with respect to the Common Stock underlying the restricted stock units awarded. The named executive officer will receive these shares, including the aforementioned dividend equivalent shares, only if he/she continues to be employed by us through the third anniversary of the grant date, unless his/her employment is terminated by us without cause, by him/her for good reason, or by reason of his/her death or permanent disability or retirement upon reaching (a) age 65 or (b) effective on or after October 24, 2023, age 60 and having at least 20 years of qualifying service, in which case he/she would receive those shares following the occurrence of that event. The terms ''cause,'' ''good reason'' and ''permanent disability'' are defined on page 40 under ''Potential Post Employment Payments - Long Term Incentive Plan.'' Thus, a meaningful portion of the named executive officer's total compensation is tied to our stock performance; and
an award of a performance-based cash incentive award, which we refer to sometimes as the ''LTIP Cash Target Bonus,'' and which is the performance component. This component provides for the annual establishment of three-year measurement periods, which consist of the award year and the two ensuing years. Each named executive officer may receive a performance-based cash incentive award, depending upon our actual aggregate earnings per share results for the three-year measurement period compared against a pre-established earnings per share objective for that measurement period. The Compensation Committee sets the earnings per share objectives. When we refer to ''earnings per share'' with respect to our LTIP, we mean earnings per share on a diluted basis. However, earnings per share with respect to three-year measurement periods are to be computed without giving effect to (a) non-cash charges associated with the write-down of balance sheet values of assets, (b) investment banking, consulting, legal, and accounting fees and related disbursements directly associated with any proposed or consummated (i) acquisition or investment or (ii) sale or disposition of Company assets or securities, (c) the effect of any changes in statutory tax rates from those in effect on the date that the earnings per share objective is established, (d) restructuring charges due to a sale or closure of a subsidiary's business, (e) the cumulative effect of any change in accounting principles,
(f) charges associated with withdrawal liabilities relating to multi-employer pension plans and lump sum type surcharges (as opposed to increases in hourly contribution rates) assessed by multi-employer pension plans, to ameliorate an underfunding in their respective plans, (g) income or loss from discontinued operations, and
(h) costs and expenses related to COVID-19 diagnostic testing. The Compensation Committee may also, within the first 90 days of the commencement of a three-year measurement period, adjust any such period's earnings per share to omit the impact on such earnings per share of extraordinary items, gains or losses on the acquisition or disposal of a business, and/or unusual or infrequently occurring events and transactions. We use the three-year measurement period to extend a named executive officer's focus over multiple-year periods. This is intended to help achieve positive sustained long-term financial results and to align the named executive officer's interests with longer-term stockholder interests. The amount of an executive officer's LTIP Cash Target Bonus is calculated as follows:
For each applicable three-year period that begins prior to the 2024 plan year: If we achieve 100% of the earnings per share objective that the Compensation Committee has established for a measurement period, the named executive officer will receive 100% of his/her LTIP Cash Target Bonus. If we achieve 50% of the earnings per share objective for a measurement period, the named executive officer will receive 50% of such executive's LTIP Cash Target Bonus. If we fail to achieve at least 50% of the
earnings per share objective for a measurement period, no performance-based cash incentive award is payable in respect of that measurement period. If we achieve 120% or more of the earnings per share objective for a measurement period, the named executive officer will receive 200% of such executive's LTIP Cash Target Bonus. For earnings per share results falling between 50% and 100% of the earnings per share objective for the measurement period, the percentage of a named executive officer's LTIP Cash Target Bonus is interpolated on a straight-line basis from 50% to 100% of such executive's LTIP Cash Target Bonus. For earnings per share results falling between 100% and 120% of the earnings per share objective, then, for each whole percentage point in excess of 100% of the earnings per share objective, the percentage of a named executive officer's LTIP Cash Target Bonus is increased above 100% by 5% (up to, but not in excess of, 200%).
For each applicable three-year period that begins with or after the 2024 plan year: Within 90 days following the commencement of each applicable plan year, the Compensation Committee will determine a percentage of the earnings per share objective to be the ''Target EPS Percentage,'' ''Minimum EPS Percentage''and ''Maximum EPS Percentage,''replacing the prior fixed percentages of 100%, 50% and 120% of the earnings per share objective, respectively, for applicable three-year periods that began prior to the 2024 plan year. If we achieve the Target EPS Percentage of the earnings per share objective that the Compensation Committee has established for a measurement period, the named executive officer will receive 100% of such executive's LTIP Cash Target Bonus. If we achieve the Minimum EPS Percentage of the earnings per share objective for a measurement period, the named executive officer will receive 50% of such executive's LTIP Cash Target Bonus. If we fail to achieve the Minimum EPS Percentage of the earnings per share objective for a measurement period, no performance-based cash incentive award is payable in respect of that measurement period. If we achieve at or above the Maximum EPS Percentage for the earnings per share objective for a measurement period, the named executive officer will receive 200% of such executive's LTIP Cash Target Bonus. For earnings per share results falling between the Minimum EPS Percentage and the Target EPS Percentage of the earnings per share objective for the measurement period, the percentage of each named executive officer's LTIP Cash Target Bonus is interpolated on a straight-line basis from 50% to 100% of his/her LTIP Cash Target Bonus. For earnings per share results falling between the Target EPS Percentage and the Maximum EPS Percentage of the earnings per share objective, the percentage of each named executive officer's LTIP Cash Target Bonus is interpolated on a straight-line basis from 100% to 200% of such executive's LTIP Cash Target Bonus.
For all plan years, the named executive officer would not be entitled to any performance-based cash incentive award for any measurement period in which such executive's employment is terminated by us for cause or in which such executive leaves our employment without good reason. However, if, during a measurement period, such executive's employment is terminated by us without cause, by such executive for good reason or by reason of such executive's death, permanent disability or retirement upon reaching (a) age 65 or (b) effective on and after October 24, 2023, age 60 and having at least 20 years of qualifying service, such executive would, nevertheless, be entitled to a pro rata amount of the performance-based cash incentive award that such executive would have received had such executive been employed by the Company for that measurement period. The terms ''cause,'' ''good reason'' and ''permanent disability'' are defined under ''Potential Post Employment Payments - Long Term Incentive Plan'' on page 40.
The Compensation Committee believes this LTIP two-part retention and performance program provides a balance between market-based incentives and multi-year financial-based awards. Market-based incentives, such as equity awards, provide a strong link to stockholder value creation. Financial-based awards based upon multi-year periods provide a direct link to long-term corporate performance.
In addition, the Board believes that, because part of each LTIP award is granted in the form of restricted stock units that generally cliff vest after three years and the balance of each LTIP award is payable in cash based on the Company's financial performance over a three-year period, which amount is capped based on a percentage of annual base salary rate, the LTIP does not encourage excessive or unnecessary risk taking by participants in the LTIP, including our named executive officers.
Under the terms of the LTIP, in 2023 the Compensation Committee established a measurement period consisting of calendar years 2023, 2024 and 2025 pursuant to which performance-based cash incentive awards may be paid to
LTIP participants, including our named executive officers. The actual amount paid in respect of each participant's LTIP Cash Target Bonus for this measurement period (50% of the product of the participant's Multiplier and the participant's annual base salary rate as of December 31, 2022) was dependent upon how our Company's earnings per share for that period compared to the earnings per share objective for the period, which was $27.75 per share. Because our aggregate earnings per share for the 2023 - 2025 measurement period was $60.81, approximately 219% of the
$27.75 earnings per share objective for that measurement period, in accordance with the LTIP, each named executive officer, as well as each other participant in the LTIP, was paid in March 2026, 200% of such participant's LTIP Cash Target Bonus. The amount of the LTIP cash payment to each named executive officer is included under the ''Non-Equity Incentive Plan Compensation'' column for 2025 of the Summary Compensation Table on page 28.
The Multiplier established by the Compensation Committee for each named executive officer for the 2025 award, to be paid in 2027, was as follows: Mr. Guzzi - 550%; Ms. Mauricio - 250%; and Mr. Nalbandian - 225%. Based upon compensation information provided by Mercer regarding awards to senior executives of the Comparator Companies, the Compensation Committee concluded that the Multiplier for each named executive officer, when applied to a percentage of his/her annual base salary rate as of December 31, 2024, resulted in an LTIP Target Bonus for each named executive officer which was competitive with that provided by the Comparator Companies. In June 2025, the Compensation Committee increased Ms. Mauricio and Mr. Nalbandian's Multiplier with respect to three-year measurement periods beginning on or after January 1, 2026 to 275%, and in October 2025, the Compensation Committee increased Mr. Guzzi's Multiplier for such future periods to 700%. Such increases were based upon the increased duties assumed by Ms. Mauricio and Mr. Nalbandian, as well as the recommendations of Mercer.
On January 2, 2025, pursuant to the terms of the LTIP, each named executive officer, as well as each other participant in the LTIP, was awarded a number of restricted stock units under our 2010 Incentive Plan entitling him/her to receive in February 2028 an equal number of shares of our Common Stock, generally subject to him/her remaining continuously employed by us through January 2, 2028, except as described under ''Potential Post Employment Payments - Long Term Incentive Plan'' beginning on page 39. The number of restricted stock units awarded to each named executive officer was determined by dividing 50% of the product of the named executive officer's then-current Multiplier and his/her annual base salary rate as of December 31, 2024 by the closing price of a share of our Common Stock on the New York Stock Exchange on January 2, 2025. The aggregate grant date fair value of the restricted stock units awarded in 2025 to each named executive officer based on Financial Accounting Standards Board (''FASB'') Accounting Standards Codification (''ASC'') Topic 718 is included under the ''Stock Awards'' column for 2025 of the Summary Compensation Table on page 28 and under the ''All Other Stock Awards: Grant Date Fair Value of Stock Awards'' column of the Table entitled ''Grants of Plan-Based Awards For Fiscal Year 2025'' on page 33.
In February 2025, under the LTIP, the Compensation Committee also established for the measurement period consisting of the 2025 - 2027 calendar years an earnings per share objective of $70.00, which, if achieved, will entitle each named executive officer to receive his/her LTIP Cash Target Bonus for that measurement period. If we achieve or exceed the maximum earnings per share objective of $80.00 for such measurement period, the named executive officer will receive 200% of his/her LTIP Cash Target Bonus. The amounts set out in the Table entitled ''Grants of Plan-Based Awards for Fiscal Year 2025'' on page 33 identified with footnote (4) indicates the range of LTIP performance-based cash incentive awards each named executive officer may receive in respect of the 2025 - 2027 measurement period. If we do not achieve the minimum earnings per share objective of $42.00 for the 2025 - 2027 measurement period, we will not pay any of the LTIP performance-based cash incentive awards identified in the Grants of Plan-Based Awards for Fiscal Year 2025 Table.
In December 2023, in connection with Ms. Mauricio's promotion to Chief Administrative Officer and Mr. Nalbandian's promotion (effective April 1, 2024) to Chief Financial Officer, the Compensation Committee awarded 3,000 restricted stock units to each of Ms. Mauricio and Mr. Nalbandian, entitling each of them to receive an equal number of shares of our Common Stock provided such named executive officer is employed by us until December 29, 2026. Subsequently, on each of June 6, 2024 and October 29, 2024, the Compensation Committee awarded 2,500 restricted stock units to each of Ms. Mauricio and Mr. Nalbandian, entitling each of them to receive an equal number of shares of our Common Stock provided such named executive officer is employed by us until June 6, 2027 and October 29, 2027, respectively. None of our executive officers received special equity awards in 2025. If the employment of Ms. Mauricio or Mr. Nalbandian is terminated by us without cause, if either named executive officer terminates their employment with us for good reason, or if either is permanently disabled, then a pro-rata portion of such awards shall become immediately and fully vested. In the event of Ms. Mauricio's or Mr. Nalbandian's death or a
change in control of the Company, then the entirety of such awards shall become immediately and fully vested. In the event of a termination of Ms. Mauricio's or Mr. Nalbandian's employment by us for cause or by such named executive officer without good reason, such stock units will be forfeited. The terms ''cause,''''good reason,''''change of control,'' and ''permanent disability'' are substantially the same as those terms are described on page 40 under ''Potential Post Employment Payments - Long Term Incentive Plan.'' In granting these awards to Ms. Mauricio and Mr. Nalbandian, the Compensation Committee took into account compensation information provided by Mercer regarding equity awards to executive officers of the Comparator Companies and determined such awards were appropriate in order to bring Ms. Mauricio's and Mr. Nalbandian's equity compensation in line with that of such executive officers. In addition, the Compensation Committee considered the additional responsibilities that Ms. Mauricio and Mr. Nalbandian assumed with their respective promotions, as well as the important role played by Ms. Mauricio and Mr. Nalbandian in the Company, and determined that the ''cliff'' vesting aspect of such equity grant is essential to Ms. Mauricio's and Mr. Nalbandian's retention. The Compensation Committee has no plans to issue similar special equity awards in the near future.
We believe our annual cash and LTIP incentive awards motivate our named executive officers to seek sustained positive financial performance. A significant portion of the named executive officers' compensation consists of incentive compensation that is based on the achievement of objective financial performance measurements. The equity-based component of such compensation exposes management to the risk that our stock value will go down and both components are conditioned on the named executive officer staying employed with us for a significant period of time.
For 2025, the percentage of non-equity targeted incentive compensation to total targeted compensation (including restricted stock units) of the named executive officers ranged from approximately 48% to 52%, and the equity component percentage of each of the named executive officers' total targeted compensation (including restricted stock units) ranged from approximately 23% to 33%. Of their 2025 total targeted compensation (including restricted stock units), the percentage of each named executive officer's total target compensation that was forfeitable ranged from approximately 46% to 67%.
We consider the tax rules associated with various forms of compensation when designing our compensation programs. However, to maintain flexibility to compensate our executive officers in a manner designed to promote short- and long-term corporate goals and objectives, the Compensation Committee has not adopted a policy that all compensation must be deductible to the Company and has paid, and will continue to pay, compensation that is not deductible.
When designing the elements of compensation, the Compensation Committee considers the impact of accounting treatment and avoids structuring equity awards that would require that they be marked to market at the end of each accounting period as those types of awards could result in additional expense to the Company or additional net income to the Company based upon their periodic change in value. However, the Compensation Committee may in the future grant equity awards that may be subject to such accounting treatment.
Retirement Plans
Until 2013 we provided our retirement benefits solely through our 401(k) Plan, pursuant to which we made a matching contribution of $21,630 for the account of Mr. Guzzi, Ms. Mauricio and Mr. Nalbandian for 2025. We based the amount of our contribution for the named executive officers on a formula set forth in the terms of the 401(k) Plan that applies to all participants in such plan.
Effective with calendar year 2013, we adopted our Voluntary Deferral Plan, a non-qualified deferred compensation plan offered to a select group of employees with annual salaries of at least $175,000, including our named executive officers. See the Table under ''Non-Qualified Deferred Compensation'' on page 36 and the accompanying narrative disclosure for information regarding deferrals and Company credits made in respect of 2025, which such credits are recommended by the Company's Retirement Committee and approved by the Compensation Committee.
Severance Arrangements
The Company entered into a severance agreement with Mr. Guzzi in 2005. In 2016, the Company entered into a severance agreement with Ms. Mauricio and, in 2024, the Company entered into a severance agreement with Mr. Nalbandian, in each case upon such person's promotion to a named executive officer of the Company. The terms of the severance agreements reflected market practice and advice provided to the Compensation Committee by Mercer and outside counsel engaged by the Compensation Committee and generally took into account the named executive officer's past accomplishments. Each such agreement provides that if the named executive is terminated without cause or if such executive terminates such executive's employment for good reason, such executive will be entitled to a severance benefit equal to (a) two years of such executive's annual base salary and (b) a prorated amount of such executive's annual incentive awards.
The severance agreements and other enhanced severance benefits referred to in this Section as well as the terms ''cause'' and ''good reason'' are described commencing on page 37 under ''Potential Post Employment Payments - Severance Agreements.''
In addition, if the named executive officer's employment is terminated without ''cause,'' he/she terminates his/her employment for ''good reason'' or his/her employment is terminated by reason of his/her permanent disability, as those terms are defined on page 40 under ''Potential Post Employment Payments - Long Term Incentive Plan,'' or if the named executive officer dies or retires at age 65 or older (or, effective on or after October 24, 2023, at age 60 or older if the named executive officer has 20 or more years of qualifying service), we will under the LTIP provide such named executive officer with:
all the shares issuable in respect of his or her LTIP restricted stock units no later than six months after the named executive officer's termination date; and
with respect to each measurement period then in effect, a prorated amount of the LTIP performance-based cash incentive award that he/she would have received had he or she remained in our employ during the entire measurement period.
Change of Control Agreements
Each of our named executive officers is a party to a change of control agreement, sometimes labeled as a ''continuity agreement,'' providing them with security so that, if we experience a change of control, they can focus on our business and make decisions which are in our best interests and the best interests of our stockholders, even if such decisions lead to their departure. In addition, such agreements provide these individuals with an incentive to stay with the Company during the transition to new ownership.
These change of control agreements provide for enhanced severance benefits if, within two years of the date we experience a change of control, the executive terminates his/her employment for good reason or the executive's employment is terminated involuntarily, other than for cause, death or permanent disability. The enhanced severance benefits payable in the event of a termination of employment after a change of control are described under ''Potential Post Employment Payments - Change of Control Arrangements'' commencing on page 42. If severance benefits are paid to a named executive officer under a change of control agreement, no payments are to be made to him/her under his/her severance agreement. The terms and provisions of the change of control agreements reflected competitive market practices and advice provided by Mercer and outside counsel to the Company and were not derived primarily from a negotiation process with our executives. The term ''change of control'' as used in the change of control agreements is defined on page 43.
Excise Tax Gross-Ups
The severance payments and other payments and benefits our named executive officers would receive in connection with a change of control could trigger an excise tax, payable by our named executive officers. Ms. Mauricio and Mr. Nalbandian are not entitled to any gross-up payment with respect to such excise tax under the terms of their change of control agreements executed in 2016 and 2024, respectively. Mr. Guzzi's change of control agreement, executed in 2004, before we changed our policy on such payments, provides that the Company make a gross-up payment so that he receives the same economic benefit he would have received if the excise tax were not imposed. Such gross-up payment would be provided even though we cannot deduct it from our own taxable income.
The following Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates this report.
The following is the report of the Compensation and Personnel Committee for the year ended December 31, 2025.
We have reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with EMCOR's management.
Based on the review and discussions referred to in the immediately preceding paragraph, we recommended to EMCOR's Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and be incorporated by reference into the Company's Form 10-K for the year ended December 31, 2025.
By: Compensation and Personnel Committee John W. Altmeyer, Chairperson
M. Kevin McEvoy
Steven B. Schwarzwaelder
During 2025, the Compensation Committee was responsible for matters concerning executive compensation. Messrs. Altmeyer, McEvoy and Schwarzwaelder served as members of the Compensation Committee during 2025. No person who was a member of the Compensation Committee during 2025:
was at any time during 2025 an officer or employee of ours or any of our subsidiaries;
was formerly an officer of ours or of any of our subsidiaries; or
has or had any relationship requiring disclosure by us under any paragraph of Item 404 of Regulation S-K of the Securities and Exchange Commission.
The following Table sets forth information with respect to the compensation of our Chief Executive Officer, our Chief Financial Officer, and our other executive officers during 2025, who we refer to collectively as the ''named executive officers,'' for each of fiscal years 2025, 2024 and 2023.
Non-Equity
2025
$1,325,000
-
$3,505,903
-
$9,375,000
$174,727
$14,380,630
2024
$1,275,000
-
$3,396,182
-
$9,112,500
$175,376
$13,959,058
2023
$1,235,000
-
$2,699,984
-
$7,728,750
$159,271
$11,823,005
2025
$ 650,000
-
$ 787,124
-
$2,614,750
$127,316
$ 4,179,190
2024
$ 630,000
-
$2,767,649
-
$2,378,000
$124,535
$ 5,900,184
2023
$ 600,000
-
$1,253,619
-
$2,170,000
$110,397
$ 4,134,016
Name and Principal Position Year
Anthony J. Guzzi . . . . . . Chairman,
President and Chief Executive Officer
Maxine L. Mauricio . . . . Executive Vice President, General Counsel, Chief Administrative Officer and
Corporate Secretary
Salary
($)
Bonus
Stock Awards ($)(1)
Option Awards
Incentive Plan Compensation ($)(2)
All Other Compensation ($)(3)
Total
($)
Jason R. Nalbandian. . . .
2025
$ 600,000
-
$ 624,207
-
$1,865,000
$ 86,263
$ 3,175,470
Senior Vice President,
2024
$ 555,000
-
$2,582,530
-
$1,400,000
$ 96,188
$ 4,633,718
Chief Financial 2023
$ 360,000
-
$ 878,692
-
$1,100,000
$103,554
$ 2,442,246
Officer and Chief Accounting Officer(4)
Stock awards reflected in this Table represent for 2023, 2024, and 2025 the aggregate grant date fair value for restricted stock units computed in accordance with Financial Accounting Standards Board (''FASB'') ASC Topic 718, disregarding the effect of potential forfeitures. There can be no assurance that these amounts will be realized. These stock awards consist of, for 2023, 2024, and 2025, time-based restricted stock units granted under our LTIP and in the case of Ms. Mauricio and Mr. Nalbandian, 3,000 additional time-based stock units awarded to each of them in December 2023, 2,500 additional time-based stock units awarded to each of them in June 2024, and 2,500 additional time-based stock units awarded to each of them in October 2024, which such stock units will vest in December 2026, June 2027, and October 2027, respectively. These amounts have been determined in accordance with FASB ASC Topic 718 by multiplying the number of restricted stock units granted by the closing price of the Common Stock on the date of grant.
The amounts reported in this column for each year include the annual incentive awards earned in such year based on achievement of pre-established financial performance metrics but paid in cash in the subsequent year. These annual incentive awards earned in 2025 and paid in March 2026 for each of the named executive officers are as follows: Mr. Guzzi, $3,975,000; Ms. Mauricio, $1,400,000; and Mr. Nalbandian,
$1,400,000. The amounts reported in this column for each year also include amounts paid in the subsequent year under the LTIP in respect of LTIP Cash Target Bonuses for the measurement period ending during such year. These LTIP amounts for each of the named executive officers for the 2023 - 2025 measurement period were as follows: Mr. Guzzi, $5,400,000; Ms. Mauricio, $1,214,750; and Mr. Nalbandian, $465,000.
The amounts reported in this column for each named executive officer include: (a) an automobile allowance, reimbursement for auto insurance on such vehicle, and reimbursement for the cost of maintenance and repair of such vehicle; (b) reimbursement for monthly dues in a club suitable for entertaining clients and other business contacts; (c) the value of tickets to certain sporting events, as applicable; and (d) premiums paid for $10 million of excess liability insurance. The amounts in this column also include the cost of premiums paid by us for term life insurance for each named executive officer, which such amounts for 2025 were as follows: Mr. Guzzi, $14,110; Ms. Mauricio, $5,274; and Mr. Nalbandian, $2,407. In addition, the amounts reported in this column include reimbursement for taxes on certain of the foregoing perquisites for each of the named executive officers, which such amounts for 2025 were as follows: Mr. Guzzi, $46,547; Ms. Mauricio,
$41,444; and Mr. Nalbandian, $29,951. The amounts also include matching contributions provided by us under our 401(k) Plan, which amount for 2025 was $21,630 for Mr. Guzzi, Ms. Mauricio and Mr. Nalbandian, and basic and supplemental matching credits provided by us under our Voluntary Deferral Plan in 2025 as follows: Mr. Guzzi, $52,650; and Ms. Mauricio, $16,252. No amounts are included in this column for earnings on deferred compensation because the named executive officers do not receive above-market or preferential earnings on compensation that is deferred.
Mr. Nalbandian was not a named executive officer in 2023.
The approximate percentage of each named executive officer's 2025 salary of his or her total 2025 compensation reported, in each case as reflected within the Summary Compensation Table above, is as follows: Mr. Guzzi, 9%; Ms. Mauricio, 16%; and Mr. Nalbandian, 19%. There can be no assurance that the total compensation amounts reported in the Summary Compensation Table will be realized.
In accordance with Item 402(u) of Regulation S-K (the ''Pay Ratio Rule''), adopted by the Securities and Exchange Commission pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, using methodologies and assumptions that we determined to be reasonable and appropriate to fulfill the requirements of the Pay Ratio Rule and the instructions and guidance promulgated by the Securities and Exchange Commission, we made the following determination with respect to the fiscal year beginning January 1, 2025:
The median of the annual total compensation of all of our employees, determined as described below and excluding Mr. Guzzi, our Chairman, President and Chief Executive Officer, was $87,632;
Mr. Guzzi's annual total compensation for 2025, as shown in the Summary Compensation Table on page 28, was $14,380,630; and
The ratio of Mr. Guzzi's 2025 annual total compensation was approximately 164 times that of our median employee.
For 2025, we calculated our median employee compensation based upon the median employee identified by us in 2024 based upon compensation in 2023. We believe there has been no significant change during 2025 to our employee population or employee compensation arrangements that would significantly affect the pay ratio disclosure. In 2025, we identified our median employee based upon the amount set forth as ''Wages, tips and other compensation''on Form W-2 with respect to all employees who were employed by us or one of our consolidated subsidiaries on December 31, 2023. This determination excluded Mr. Guzzi and approximately 125 employees of subsidiaries acquired by us in 2023. In determining the median employee, we included the non-annualized base salaries of project-based union and non-union employees. Because some of those employees only worked for us for a few months during 2023 and then departed after the completion of the project or turnaround, as applicable, for which they were hired, the median number is lower than it would be if we had been permitted to annualize the salaries of such employees or exclude them from the calculation. We calculated such median employee's annual total compensation for 2025 as set forth above using the same methodology we used to calculate Mr. Guzzi's annual total compensation in the Summary Compensation Table.
Disclaimer
EMCOR Group Inc. published this content on April 21, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 21, 2026 at 13:09 UTC.