DEF 14A of EMCOR Group, Inc., Apr 24, 2024

DEF 14A of EMCOR Group, Inc.

Filed Apr 24, 2024 · FY20230001140361-24-021607

Open on EDGAR

  1. MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

    | • | 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. |

  2. Overview

    | • | 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 |

  3. Overview

    | • | compensation should reinforce our business strategy and long-term stockholder value creation; |

  4. Overview

    | • | incentive compensation should reflect both our short-term and long-term financial performance; |

  5. Overview

    | • | 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 |

  6. Overview

    | • | incentive awards should serve as a recruitment and retention device so that named executive officers are motivated to join and stay with us. |

  7. Overview

    | • | short-term incentives 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; |

  8. Overview

    | • | 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: |

  9. Overview

    | • | annual equity awards in the form of restricted stock units representing the right to receive shares of our Common Stock, which generally cliff vest after three years; and |

  10. Overview

    | • | 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; |

  11. Leadership Transition

    Leadership Transition In December 2023, as part of our planned realignment of responsibilities, we announced that Mr. Mark A. Pompa, our Executive Vice President and Chief Financial Officer, would depart from the Company, effective as of April 1, 2024, and that as of such date, Mr. Jason Nalbandian would succeed him as Chief Financial Officer. We also announced that Mr. R. Kevin Matz, our Executive Vice President – Shared Services, would step down and depart from the Company, effective as of April 1, 2024. On April 1, 2024, Mr. Pompa agreed to continue as a part-time employee of the Company to remain available for consultation on matters, working approximately 10 hours per week. Such arrangement is expected to end on June 28, 2024. Each of Messrs. Pompa and Matz will be entitled to severance payments and other benefits under their respective severance agreements, as described below, provided that they comply with the restrictive covenants contained therein. Please see “Potential Post Employment Payments — Severance Agreements” for additional information.

  12. Annual Incentive Program

    Annual Incentive Program 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 2023, each named executive officer had a targeted annual incentive award that was based upon the achievement of 2023 financial targets (2023 diluted earnings per share from continuing operations and the ratio of our 2023 positive operating cash flow to our 2023 operating income) as well as meeting his/her pre-established personal goals and objectives. The maximum potential aggregate annual incentive awards payable for 2023 to Mr. Guzzi and Mr. Pompa were 250% and 220%, respectively, of their respective 2023 base salaries and to Mr. Matz and Ms. Mauricio were 200% of their respective 2023 base salaries. We refer to a named executive’s maximum potential aggregate annual incentive awards sometimes as his/her “Maximum Potential Incentive Award.” For Messrs. Guzzi and Pompa, their 2023 targeted annual incentive awards, based upon our meeting certain financial measurements for 2023, were 125% and 110%, respectively, of their respective annual base salaries, and for Mr. Matz and Ms. Mauricio, their 2023 targeted annual incentive awards, based upon our meeting those 2023 financial measurements, were 100% of their respective 2023 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 2023 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 2023 earnings per share and the ratio of our 2023 positive operating cash flow to our 2023 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 2023 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 7, 2023, (d) restructuring charges 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, (g) income or loss from discontinued operations and (h) costs and expenses related to COVID-19 diagnostic testing (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 (h) 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 2023 financial metrics (based upon 2023 diluted earnings per share from continuing operations and the ratio of our 2023 positive operating cash flow to our 2023 operating income) 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 2023, taking into account the recommendations of management, the report of Mercer, our 2023 budget, and annual earnings per share guidance for 2023 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 2023 in excess of $7.50 and 2023 adjusted positive operating cash flow of at least 20% of 2023 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 2023, 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 2022, 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.

  13. Annual Incentive Program

    The 2023 incentive award based on financial measurements that could have been awarded to a named executive officer, whether at, above, or below his or her 2023 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 2023 adjusted earnings per share and the ratio of 2023 adjusted positive operating cash flow to 2023 adjusted operating income (the “2023 Cash Flow Ratio”). For example, if our 2023 adjusted earnings per share had been $8.60, then, in accordance with the Matrix, the named executive officer’s 2023 Financial Target Bonus could have been awarded to him or her only if the 2023 Cash Flow Ratio was 60%. If 2023 adjusted earnings per share had been less than $8.60 (but greater than $7.50), 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 2023 adjusted earnings per share and the 2023 Cash Flow Ratio (provided the 2023 Cash Flow Ratio was at least 20%). If 2023 adjusted earnings per share had been greater than $8.60, 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 2023 adjusted earnings per share and the 2023 Cash Flow Ratio. The exact amount of this incentive award was determined by the intersection on the Matrix of 2023 adjusted earnings per share and the 2023 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, 2023 adjusted earnings per share had not been in excess of $7.50, or if the 2023 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 2023, our adjusted earnings per share was $13.37 and our 2023 Cash Flow Ratio was approximately 102% 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 2023 as described below. A summary of the Matrix containing key threshold levels is set forth below.

  14. Annual Incentive Program

    | Adjusted Earnings per Share | Threshold $7.50 | Target $8.60 | Maximum $10.35 | | Cash Flow Ratio 100% | 0% | 120% | 330%(1) | | Cash Flow Ratio 60% | 0% | 100% | 275%(1) | | Cash Flow Ratio 20% | 0% | 40% | 110% |

  15. Annual Incentive Program

    | (1) While the Matrix contains these percentages, the Maximum Potential Incentive Award for the named executive officers would be as follows: Mr. Guzzi, 250%; Mr. Pompa, 220%; and for each of Mr. Matz and Ms. Mauricio, 200%. |

  16. Annual Incentive Program

    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. For 2023, 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 2023, the personal goals and objectives for the named executive officers were: Anthony J. Guzzi, Chairman, President and CEO

  17. Annual Incentive Program

    | • | Continue to use our Values of Mission First, People Always to guide the Company with a focus on our People Always values of Mutual Respect, Teamwork and Safety. Continue to set the right tone at the top through these values. |

  18. Annual Incentive Program

    | • | Work with Corporate and Segment Leadership to update our 5-year strategic plan and financial roadmap, with an update to the Board in December with a special emphasis on more strategic growth areas and capital allocation areas. |

  19. Annual Incentive Program

    | • | Execute our revamped EMCOR executive education with senior leader participation and emphasis. |

  20. Annual Incentive Program

    | • | Continue to refine our IT roadmap with an emphasis on immutable backup, support our 3-year Cyber roadmap. |

  21. Annual Incentive Program

    | • | In support of our 20 percent reduction of GHG by 2035, actively manage and develop our 5-year fleet plan, launch a 2-year, $5 million facility energy efficiency fund to reduce our facilities’ GHG emissions. |

  22. Annual Incentive Program

    | • | Build succession depth in critical areas and continue to refine our succession planning. |

  23. Annual Incentive Program

    Mark A. Pompa, Executive Vice President and CFO

  24. Annual Incentive Program

    | • | Continue to use our Values of Mission First, People Always to guide the Company with a focus on our People Always values of Mutual Respect, Teamwork and Safety. Continue to set the right tone at the top through these values. |

  25. Annual Incentive Program

    | • | Work with Corporate and Segment Leadership to update our 5-year strategic plan and financial roadmap with an update to the Board in December with a special emphasis on more strategic growth areas and capital allocation areas. |

  26. Annual Incentive Program

    | • | Execute our revamped EMCOR executive education with senior leader participation and emphasis. |

  27. Annual Incentive Program

    | • | In support of our 20 percent reduction of GHG by 2035, actively manage and develop our 5-year fleet plan, launch a 2-year, $5 million facility energy efficiency fund to reduce our facilities’ GHG emissions. |

  28. Annual Incentive Program

    | • | Build succession depth in critical areas across Finance and Accounting and continue to refine our succession planning. |

  29. Annual Incentive Program

    | • | Continue to build out our Risk Management (insurance) capabilities especially through further development of our Captive. |

  30. Annual Incentive Program

    | • | Leverage our Microsoft Teams environment across all functional areas to improve specific staff training modules to our broader enterprise – Finance, Risk and Audit Compliance. |

  31. Annual Incentive Program

    R. Kevin Matz, Executive Vice President — Shared Services

  32. Annual Incentive Program

    | • | Continue to use our Values of Mission First, People Always to guide the Company with a focus on our People Always values of Mutual Respect, Teamwork and Safety. Continue to set the right tone at the top through these values. |

  33. Annual Incentive Program

    | • | Work with Corporate and Segment Leadership to update our 5-year strategic plan and financial roadmap with an update to the Board in December with a special emphasis on more strategic growth areas and capital allocation areas. |

  34. Annual Incentive Program

    | • | Execute our revamped EMCOR executive education with senior leader participation and emphasis. |

  35. Annual Incentive Program

    | • | Continue to refine our IT roadmap with an emphasis on immutable backup, support our 3-year Cyber roadmap. |

  36. Annual Incentive Program

    | • | In support of our 20 percent reduction of GHG by 2035, actively manage and develop our 5-year fleet plan, launch a 2-year, $5 million facility energy efficiency fund to reduce our facilities’ GHG emissions. |

  37. Annual Incentive Program

    | • | Leverage our Microsoft Teams environment across all functional areas to improve specific staff training modules to our broader enterprise – IT, Safety and Executive Education. |

  38. Annual Incentive Program

    | • | Execute the Cohesity implementation as the most critical IT priority. |

  39. Annual Incentive Program

    | • | Build Investor Relations depth. |

  40. Annual Incentive Program

    Maxine L. Mauricio, Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary

  41. Annual Incentive Program

    | • | Continue to use our Values of Mission First, People Always to guide the Company with a focus on our People Always values of Mutual Respect, Teamwork and Safety. Continue to set the right tone at the top through these values. |

  42. Annual Incentive Program

    | • | Work with Corporate and Segment Leadership to update our 5-year strategic plan and financial roadmap with an update to the Board in December with a special emphasis on more strategic growth areas and capital allocation areas. |

  43. Annual Incentive Program

    | • | Execute our revamped EMCOR executive education with senior leader participation and emphasis. |

  44. Annual Incentive Program

    | • | In support of our 20 percent reduction of GHG by 2035, actively manage and develop our 5-year fleet plan, launch a 2-year, $5 million facility energy efficiency fund to reduce our facilities’ GHG emissions. |

  45. Annual Incentive Program

    | • | Build succession depth in critical areas and continue to refine our succession planning. |

  46. Annual Incentive Program

    | • | Leverage our Microsoft Teams environment across all functional areas to improve specific staff training modules to our broader enterprise: Legal, Human Resources, and Cyber Compliance. |

  47. Annual Incentive Program

    | • | Continue to implement over 3-years, Cyber roadmapping. |

  48. Annual Incentive Program

    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 2023 (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 2023, the Compensation Committee waived its right to exercise negative discretion with respect to the named executive officers’ 2023 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 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 2023, Mercer presented the findings of its comprehensive review to the Compensation Committee and shared Mercer’s conclusion that the LTIP was generally in alignment with practices at the Comparator Companies but noted certain potential updates for the Compensation Committee to consider. After reviewing Mercer’s recommendations, the Compensation Committee recommended to the Board of Directors that the LTIP be amended to (1) expand the definition of retirement applicable to outstanding and new LTIP awards to include an LTIP participant reaching the age of 60 plus a term of service of 20 years; and (2) for applicable three-year periods beginning with or after the 2024 plan year, authorize the Compensation Committee to set the earnings per share percentages pursuant to which the minimum, target and maximum amount of the awards under the LTIP are to be paid. Mercer indicated that it supported such changes, and the Board of Directors approved the proposed amendment to the LTIP on October 24, 2023. The LTIP provides the methodology for computing a number of restricted stock units annually granted 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. The earnings per share objectives for measurement periods are, in accordance with the LTIP, set by the Compensation Committee after receiving recommendations from our Chief Executive Officer. The LTIP, including the most recent amendment to the LTIP in October 2023, was 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. 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 (other than with respect to his own award) and are reviewed, and ultimately established, by the Compensation Committee, with input from the other independent members of the Board. 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:

  49. Annual Incentive Program

    | • | an annual award of a number of restricted stock units to senior executives, including the named executive officers. 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 47 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 |

  50. Annual Incentive Program

    | • | 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 |

  51. Annual Incentive Program

    respective plans, (g) income or loss from discontinued operations, and (h) for three-year measurement periods commencing after January 1, 2022, 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:

  52. Annual Incentive Program

    | - | 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 his/her 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 his/her 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 his/her 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%). |

  53. Annual Incentive Program

    | - | 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 his/her 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 his/her 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 his/her 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 his/her LTIP Cash Target Bonus. |

  54. Annual Incentive Program

    | - | 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 his/her employment is terminated by us for cause or in which he/she leaves our employment without good reason. However, if, during a measurement period, his/her employment is terminated by us without cause, by him/her for good reason or by reason of his/her 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, he/she would, nevertheless, be entitled to a pro rata amount of the performance-based cash incentive |

  55. Annual Incentive Program

    award that he/she would have received had he/she 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 47. 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 2021 the Compensation Committee established a measurement period consisting of calendar years 2021, 2022 and 2023 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 his/her Multiplier and his/her annual base salary rate as of December 31, 2020) 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 $21.00 per share. Because our aggregate earnings per share for the 2021 – 2023 measurement period was $28.53, approximately 135.9% of the $21.00 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 2024, 200% of his/her 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 2023 of the Summary Compensation Table on page 35. The Multiplier established by the Compensation Committee for each named executive officer for the 2023 award, to be paid in 2026, was as follows: Mr. Guzzi — 450%; Mr. Pompa — 235%; Mr. Matz — 200%; and Ms. Mauricio — 215%. 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, 2022, resulted in an LTIP Target Bonus for each named executive officer which was competitive with that provided by the Comparator Companies. On January 3, 2023, 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 entitling him/her to receive in February 2026 an equal number of shares of our Common Stock, generally subject to him/her remaining continuously employed by us through January 3, 2026, except as described under “Potential Post Employment Payments – Long Term Incentive Plan” beginning on page 46. 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, 2022 by the closing price of a share of our Common Stock on the New York Stock Exchange on January 3, 2023. The aggregate grant date fair value of the restricted stock units awarded in 2023 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 2023 of the Summary Compensation Table on page 35 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 2023” on page 40. In February 2023, under the LTIP, the Compensation Committee also established for the measurement period consisting of the 2023 – 2025 calendar years an earnings per share objective of $27.75, which, if achieved, will entitle each named executive officer to receive his/her LTIP Cash Target Bonus for that measurement period. If we achieve 120% or more of the pre-established earnings per share objective (or $33.30) 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 2023” on page 40 identified with footnote (4) indicates the range of LTIP performance-based cash incentive awards each named executive officer may receive in respect of the 2023 – 2025 measurement period. As indicated above, if we do not achieve the minimum earnings per share objective of $13.88 for the 2023 – 2025 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 2023 Table.

  56. Special Equity Awards

    Special Equity Awards In December 2023, in connection with Ms. Mauricio’s promotion to Chief Administrative Officer, the Compensation Committee awarded to Ms. Mauricio 3,000 restricted stock units, entitling her to receive an equal number of shares of our Common Stock provided she is employed by us until December 29, 2026. If the employment of Ms. Mauricio is terminated by us without cause, if she terminates her employment with us for good reason, or if she is permanently disabled, then a pro-rata portion of such award shall become immediately and fully vested. In the event of her death or a change in control of the Company, then the entirety of this award shall become immediately and fully vested. In the event of a termination of Ms. Mauricio’s employment by us for cause or by her 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 47 under “Potential Post Employment Payments — Long Term Incentive Plan.” In granting these awards to Ms. Mauricio, 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 equity compensation in line with that of such executive officers. In addition, the Compensation Committee considered the additional responsibilities that Ms. Mauricio would assume with her promotion as well as the important role played by Ms. Mauricio in the Company and determined that the “cliff” vesting aspect of such equity grant is essential to her retention. The Compensation Committee has no plans to issue similar special equity awards in the near future.

  57. Percentage of Incentive Compensation

    Percentage of Incentive Compensation 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 2023, the percentage of non-equity targeted incentive compensation to total targeted compensation (including restricted stock units) of the named executive officers ranged from approximately 38% to 51%, and the equity component percentage of each of the named executive officers’ total targeted compensation (including restricted stock units) ranged from approximately 24% to 40%. Of their 2023 total targeted compensation (including restricted stock units), the percentage of each named executive officer’s total target compensation that was forfeitable ranged from approximately 47% to 65%.

  58. Accounting Treatment

    Accounting Treatment 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 dependent 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.

  59. Retirement Plans, Severance Arrangements, and Change of Control Agreements

    Retirement Plans, Severance Arrangements, and Change of Control Agreements Retirement Plans Until 2013 we provided our retirement benefits solely through our 401(k) Plan, pursuant to which we made a matching contribution of $17,820 for the account of each named executive officer for 2023. 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 43 and the accompanying narrative disclosure for information regarding deferrals and Company credits made in respect of 2023, which such credits are recommended by the Company’s Retirement Committee and approved by the Compensation Committee. Severance Arrangements In light of our modest retirement benefits and the existence of employment agreements for several years with our named executive officers, other than Mr. Guzzi (who did not join us until October 2004) and Ms. Mauricio (who did not become a named executive officer until 2016), which employment agreements we decided not to renew when they expired on December 31, 2004, the Compensation Committee decided to enter into severance agreements with our then named executive officers in 2005. In 2016, the Company entered into a severance agreement with Ms. Mauricio. 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 he/she terminates his/her employment for good reason, he/she will be entitled to a severance benefit equal to (a) two years of his/her annual base salary and (b) a prorated amount of his/her 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 44 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 47 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:

  60. Retirement Plans, Severance Arrangements, and Change of Control Agreements

    | • | 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 |

  61. Retirement Plans, Severance Arrangements, and Change of Control Agreements

    | • | 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. |

  62. Retirement Plans, Severance Arrangements, and Change of Control Agreements

    Change of Control Agreements Each of our named executive officers is a party to a change of control 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 50. 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 51. 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. In that case, under the terms of the change of control agreements (other than the change of control agreement with Ms. Mauricio), we are to make gross-up payments to our named executive officers so that they receive the same economic benefit they would have received if the excise tax were not imposed. These gross-up payments would be provided even though we cannot deduct them from our own taxable income, because we believe our named executive officers should receive the full economic benefit of the protections we have offered them. Ms. Mauricio is not entitled to a gross-up payment under the terms of her change of control agreement executed in 2016.

  63. Summary Compensation Table for Fiscal Years 2023, 2022 and 2021

    Summary Compensation Table for Fiscal Years 2023, 2022 and 2021

  64. Summary Compensation Table for Fiscal Years 2023, 2022 and 2021

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Anthony J. Guzzi Chairman, President and Chief Executive Officer | 2023 | $1,235,000 | — | $2,699,984 | | $7,728,750 | $159,271 | $11,823,005 | | | 2022 | $1,200,000 | — | $2,643,739 | — | $7,428,938 | $147,824 | $11,420,501 | | | 2021 | $1,175,000 | $44,062 | $2,320,597 | — | $7,337,188 | $147,193 | $11,024,040 | | Mark A. Pompa Executive Vice President and Chief Financial Officer | 2023 | $790,000 | — | $898,759 | | $3,391,750 | $140,448 | $5,220,957 | | | 2022 | $765,000 | — | $881,204 | — | $3,262,500 | $133,743 | $5,042,447 | | | 2021 | $750,000 | $24,750 | $826,809 | — | $3,208,800 | $117,843 | $4,928,202 | | R. Kevin Matz Executive Vice President – Shared Services | 2023 | $587,000 | — | $586,863 | | $2,338,000 | $139,674 | $3,651,537 | | | 2022 | $587,000 | — | $586,875 | — | $2,285,500 | $143,970 | $3,603,345 | | | 2021 | $587,000 | $17,610 | $581,934 | — | $2,268,190 | $138,172 | $3,592,906 | | Maxine L. Mauricio Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary | 2023 | $600,000 | — | $1,253,619 | | $2,170,000 | $110,397 | $4,134,016 | | | 2022 | $565,000 | — | $558,983 | — | $1,923,406 | $107,238 | $3,154,627 | | | 2021 | $520,000 | $15,600 | $484,930 | — | $1,804,445 | $111,224 | $2,936,199 |

  65. Summary Compensation Table for Fiscal Years 2023, 2022 and 2021

    | (1) The amounts reported in this column for 2021 reflect the annual incentive awards earned in such year, but paid in cash in the subsequent year, based on achievement (as determined by the Compensation Committee in its discretion) of the named executive officer’s pre-established annual personal goals and objectives for such year. These amounts exclude those amounts earned in such year, but paid in cash in the subsequent year, based on achievement of pre-established financial performance metrics. |

  66. Summary Compensation Table for Fiscal Years 2023, 2022 and 2021

    | (2) Stock awards reflected in this Table represent for 2021, 2022, and 2023 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 2021, 2022, and 2023, time-based restricted stock units granted under our LTIP and in the case of Ms. Mauricio, 3,000 additional time-based stock units awarded to her in December 2023, which such stock units will vest in December 2026. 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. |

  67. Summary Compensation Table for Fiscal Years 2023, 2022 and 2021

    | (3) 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 2023 for each of the named executive officers are as follows: Mr. Guzzi, $3,087,500; Mr. Pompa, $1,738,000; Mr. Matz, $1,174,000; and Ms. Mauricio, $1,200,000. 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 2021 – 2023 measurement period were as follows: Mr. Guzzi, $4,641,250; Mr. Pompa, $1,653,750; Mr. Matz, $1,164,000; and Ms. Mauricio, $970,000. |

  68. Summary Compensation Table for Fiscal Years 2023, 2022 and 2021

    | (4) 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 2023 were as follows: Mr. Guzzi, $14,110; Mr. Pompa, $9,558; Mr. Matz, $24,208; and Ms. Mauricio, $5,274. 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 2023 were as follows: Mr. Guzzi, $42,902; Mr. Pompa, $44,478; Mr. Matz, $50,036; and Ms. Mauricio, $35,298. The amounts also include matching contributions provided by us under our 401(k) Plan for the account of each named executive officer, which amount for 2023 was $17,820, and basic and supplemental matching credits provided by us under our Voluntary Deferral Plan for each named executive officer participating in such plan, which amounts for 2023 were as follows: Mr. Guzzi, $48,870; Mr. Pompa, $24,840; Mr. Matz, $13,878; and Ms. Mauricio, $14,599. 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. |

  69. CEO Compensation Pay Ratio

    CEO Compensation Pay Ratio 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, 2023:

  70. CEO Compensation Pay Ratio

    | (i) 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 approximately $64,268; |

  71. CEO Compensation Pay Ratio

    | (ii) Mr. Guzzi’s annual total compensation for 2023, as shown in the Summary Compensation Table on page 35, was $11,823,005; and |

  72. CEO Compensation Pay Ratio

    | (iii) | The ratio of Mr. Guzzi’s 2023 annual total compensation was approximately 184.0 times that of our median employee. |

  73. CEO Compensation Pay Ratio

    For 2023, 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 turnaround or project, 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 2023 as set forth above using the same methodology we used to calculate Mr. Guzzi’s annual total compensation in the Summary Compensation Table.

  74. Pay versus Performance

    Pay versus Performance In accordance with Item 402(v) of Regulation S-K (the “Pay Versus Performance Rule”), adopted by the Securities and Exchange Commission pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the following table (the “Pay Versus Performance Table”), and the disclosures below, illustrate the relationships between executive compensation actually paid to our principal executive officer (“PEO”) and the average of the executive compensation actually paid to the named executive officers other than the PEO as a group, on one hand, and select financial metrics on the other hand, across our last four (4) completed fiscal years. Refer to the Compensation Discussion and Analysis commencing on page 21 for additional information regarding our pay-for-performance philosophy and how target and actual compensation aligns with our performance. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown. Compensation actually paid, as required under the Pay Versus Performance Rule, reflects the adjustments to unvested and vested equity awards during the years shown in the table below, and does not reflect the actual amounts of compensation earned or paid to our PEO and other named executive officers as a group for the applicable year. Compensation actually paid generally fluctuates due to increases or decreases in our stock price.

  75. Pay versus Performance

    | Pay Versus Performance | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1), (3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2), (3) | Total Share-holder Return(4) | Peer Group Total Share-holder Return(5) | Net Income(6) | Adjusted Earnings per Share(7) | | 2023 | $11,823,005 | $16,272,166 | $4,335,503 | $5,503,974 | $254.14 | $189.57 | $632,994,000 | $13.37 | | 2022 | $11,420,501 | $12,993,704 | $3,933,473 | $3,977,758 | $174.03 | $137.67 | $406,122,000 | $8.12 | | 2021 | $11,024,040 | $14,315,189 | $3,819,102 | $5,245,458 | $148.99 | $153.00 | $383,532,000 | $7.04 | | 2020 | $10,808,156 | $11,315,009 | $3,631,169 | $3,846,234 | $106.47 | $119.84 | $132,943,000 | $6.40 |

  76. Pay versus Performance

    | (1) For all years reported, the PEO was Anthony J. Guzzi, Chairman, President, and Chief Executive Officer. |

  77. Pay versus Performance

    | (2) For all years reported, the non-PEO named executive officers were: Mark A. Pompa, Executive Vice President and Chief Financial Officer; R. Kevin Matz, Executive Vice President — Shared Services; and Maxine L. Mauricio, Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary. |

  78. Pay versus Performance

    | (3) To calculate “compensation actually paid,” adjustments were made to the amounts of total compensation reported in the Summary Compensation Table on page 35. A reconciliation, showing the adjustments for the PEO as well as the non-PEO named executive officers as a group, is shown below on page 38. |

  79. Pay versus Performance

    | (4) Total Shareholder Return assumes the investment of $100 in our common stock on December 31, 2019 as well as the reinvestment of all dividends. |

  80. Pay versus Performance

    | (5) For purposes of the “Peer group total shareholder return” column of this table, the S&P 400 Capital Goods Index was used as our selected peer group. |

  81. Pay versus Performance

    | (6) Reflects “Net Income” as reported in our audited financial statements included on Form 10-K for each of the years ended December 31, 2023, 2022, 2021, and 2020. |

  82. Pay versus Performance

    | (7) Adjusted earnings per share represents the Company-Selected Measure, which we believe represents the most important financial performance measure used to link compensation actually paid to our named executive officers to company performance. Adjusted earnings per share is defined commencing on page 24 under “Annual Incentive Program.” |

  83. Pay versus Performance

    The following tabular list sets forth the other financial measures which, in our assessment, represent the most important financial performance measures that we use to link compensation actually paid to our named executive officers, for the most recently completed fiscal year, to company performance:

  84. Pay versus Performance

    | Metric(1) | Type of compensation to which metric applies | | Adjusted earnings per share | Annual Incentive Program | | | LTIP Cash Target Bonuses | | Adjusted operating income | Annual Incentive Program | | Adjusted positive operating cash flow | Annual Incentive Program |

  85. Pay versus Performance

    | (1) The metrics described in this table apply to the compensation of all named executive officers, including the PEO. For a definition of these metrics, please see the Compensation Discussion and Analysis commencing on page 21. |

  86. Pay versus Performance

    To calculate “compensation actually paid” in the Pay Versus Performance table on page 37, adjustments were made to the amounts of total compensation reported in the Summary Compensation Table on page 35. A reconciliation, showing the adjustments for the PEO as well as the non-PEO named executive officers as a group, is shown below.

  87. Pay versus Performance

    | Reconciliation of Compensation Actually Paid to PEO | 2023 | 2022 | 2021 | 2020 | | Total compensation per Summary Compensation Table | $11,823,005 | $11,420,501 | $11,024,040 | $10,808,156 | | Deduct amounts reported under “Stock Awards” in Summary Compensation Table | $(2,699,984) | $(2,643,739) | $(2,320,597) | $(2,271,245) | | Add fair value of awards granted during the year that remain outstanding and unvested as of year-end | $3,936,768 | $3,088,094 | $3,327,682 | $2,410,520 | | Change in fair value of awards granted in prior years that remain outstanding and unvested as of year-end | $3,208,378 | $1,124,764 | $2,340,255 | $357,595 | | Change in fair value of awards granted in prior years that vested in the current year | $3,999 | $4,084 | $(56,191) | $9,983 | | Compensation Actually Paid | $16,272,166 | $12,993,704 | $14,315,189 | $11,315,009 |

  88. Pay versus Performance

    | Reconciliation of Average Compensation Actually Paid to Non-PEO Named Executive Officers as a Group | 2023 | 2022 | 2021 | 2020 | | Average total compensation per Summary Compensation Table | $4,335,503 | $3,933,473 | $3,819,102 | $3,631,169 | | Deduct amounts reported under “Stock Awards” in Summary Compensation Table | $(913,080) | $(675,687) | $(631,224) | $(595,580) | | Add fair value of awards granted during the year that remain outstanding and unvested as of year-end | $1,232,403 | $788,982 | $904,851 | $632,050 | | Change in fair value of awards granted in prior years that remain outstanding and unvested as of year-end | $848,210 | $300,019 | $1,166,990 | $176,081 | | Change in fair value of awards granted in prior years that vested in the current year | $938 | $(369,029) | $(14,261) | $2,514 | | Average Compensation Actually Paid | $5,503,974 | $3,977,758 | $5,245,458 | $3,846,234 |

  89. Pay versus Performance

    The following graphs summarize the relationships between (i) executive compensation actually paid and total shareholder return (“TSR”) (with a comparison of TSR between the Company and our peer group as discussed above); (ii) executive compensation actually paid and the Company’s net income; and (iii) executive compensation actually paid and our adjusted earnings per share, which is our Company-Selected Measure as discussed above; in each case, across our last four (4) completed fiscal years.

  90. Pay versus Performance

    | | |

  91. Pay versus Performance

    | (1) Net income for the year ended December 31, 2020, included a $221.6 million non-cash impairment loss, net of tax, on goodwill, identifiable intangible assets, and other long-lived assets. |

  92. Grants of Plan-Based Awards For Fiscal Year 2023

    Grants of Plan-Based Awards For Fiscal Year 2023

  93. Grants of Plan-Based Awards For Fiscal Year 2023

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Stock Awards: Grant Date Fair Value of Stock Awards (#) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Anthony J. Guzzi | 1/03/23 | | | | 18,205(1) | $2,699,984(2) | | | 2/20/23 | $—(3) | $1,543,750(3) | $3,087,500(3) | | | | | 2/20/23 | $1,350,000(4) | $2,700,000(4) | $5,400,000(4) | | | | Mark A. Pompa | 1/03/23 | | | | 6,060(1) | $898,759(2) | | | 2/20/23 | $—(3) | $869,000(3) | $1,738,000(3) | | | | | 2/20/23 | $449,438(4) | $898,875(4) | $1,797,750 (4) | | | | R. Kevin Matz | 1/03/23 | | | | 3,957(1) | $586,863(2) | | | 2/20/23 | $—(3) | $587,000(3) | $1,174,000(3) | | | | | 2/20/23 | $293,500(4) | $587,000(4) | $1,174,000(4) | | | | Maxine L. Mauricio | 1/03/23 | | | | 4,095(1) | $607,329(2) | | | 2/20/23 | $—(3) | $600,000(3) | $1,200,000(3) | | | | | 2/20/23 | $303,688(4) | $607,375(4) | $1,214,750(4) | | | | | 12/29/23 | | | | 3,000(5) | $646,290(6) |

  94. Grants of Plan-Based Awards For Fiscal Year 2023

    | (1) Consists of time-based restricted stock units awarded in January 2023 under our LTIP. |

  95. Grants of Plan-Based Awards For Fiscal Year 2023

    | (2) Represents the aggregate grant date fair value of restricted stock units awarded in January 2023 under our LTIP, the fair value of which was computed in accordance with FASB ASC Topic 718. |

  96. Grants of Plan-Based Awards For Fiscal Year 2023

    | (3) These amounts represent estimated payouts for 2023 based upon financial objectives under our Annual Incentive Program at threshold, target, and maximum and assume that no amount is paid with respect to personal goals and objectives. The actual amounts paid in 2023 with respect to this program are disclosed in the Summary Compensation Table on page 35. The threshold amount assumes that no award is made based upon financial objectives, the target amount assumes that the Financial Target Bonus is achieved, and the maximum amount assumes that the Maximum Potential Incentive Award is achieved, in each case, as described under “Annual Incentive Program” commencing on page 24. |

  97. Grants of Plan-Based Awards For Fiscal Year 2023

    | (4) These estimated payouts reflect cash awards made pursuant to our LTIP in respect of the measurement period 2023 — 2025. The threshold, target and maximum amounts correlate to the earnings per share which could be achieved during the period in comparison to the earnings per share objective under the LTIP as described commencing on page 27 under “Compensation Discussion and Analysis — Long Term Incentive Plan.” |

  98. Grants of Plan-Based Awards For Fiscal Year 2023

    | (5) Consists of time-based restricted stock units awarded in December 2023 to Ms. Mauricio under our 2010 Incentive Plan. |

  99. Grants of Plan-Based Awards For Fiscal Year 2023

    | (6) Represents the aggregate grant date fair value of restricted stock units awarded in December 2023 to Ms. Mauricio, the fair value of which was computed in accordance with FASB ASC Topic 718. |

  100. Grants of Plan-Based Awards For Fiscal Year 2023

    The following Table sets forth certain information with respect to unvested outstanding equity awards held by the named executive officers at the end of 2023. There were no unexercised options held by the named executive officers at the end of 2023.

  101. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End

  102. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Stock Awards | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Anthony J. Guzzi | 26,339(2) | $5,674,211(2) | | | 20,928(3) | $4,508,519(3) | | | 18,274(4) | $3,936,768(4) | | Mark A. Pompa | 9,380(2) | $2,020,733(2) | | | 6,974(3) | $1,502,409(3) | | | 6,082(4) | $1,310,245(4) | | R. Kevin Matz | 6,599(2) | $1,421,623(2) | | | 4,643(3) | $1,000,241(3) | | | 3,971(4) | $855,473(4) | | Maxine L. Mauricio | 5,497(2) | $1,184,219(2) | | | 4,420(3) | $952,201(3) | | | 4,109(4) | $885,202(4) | | | 3,000(5) | $646,290(5) |

  103. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) The market value of shares or stock units that have not vested is equivalent to the closing price of a share of our Common Stock on the New York Stock Exchange on December 29, 2023, $215.43, multiplied by the respective number of shares. |

  104. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) Represents LTIP restricted stock units awarded in January 2021 as well as additional restricted stock units that accrued on that award during 2021, 2022 and 2023 pursuant to dividend equivalent awards equal in value to our cash dividends paid during 2021, 2022 and 2023, which would have been paid with respect to Common Stock underlying such January 2021 award; these restricted stock units vested on January 4, 2024. |

  105. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) Represents LTIP restricted stock units awarded in January 2022 as well as additional restricted stock units that accrued on that award during 2022 and 2023 pursuant to dividend equivalent awards equal in value to our cash dividends paid during 2022 and 2023, which would have been paid with respect to Common Stock underlying such January 2022 award; these restricted stock units generally are eligible to vest on January 3, 2025. |

  106. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) Represents LTIP restricted stock units awarded in January 2023 as well as additional restricted stock units that accrued on that award during 2023 pursuant to dividend equivalent awards equal in value to our cash dividends paid during 2023, which would have been paid with respect to Common Stock underlying such January 2023 award; these restricted stock units generally are eligible to vest on January 3, 2026. |

  107. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) Represents restricted stock units awarded in December 2023 to Ms. Mauricio; these restricted stock units generally are eligible to vest on December 29, 2026. |

  108. Outstanding Equity Awards at 2023 Fiscal Year-End

    Unvested restricted stock units reported in the Outstanding Equity Awards at 2023 Fiscal Year-End Table set forth above include those restricted stock units awarded in 2021, 2022 and 2023 under our LTIP to each named executive officer and, in the case of Ms. Mauricio, an additional 3,000 restricted stock units awarded to her in December 2023 under our 2010 Incentive Plan. In addition, our executive officers’ unvested restricted stock units outstanding as of December 31, 2023 reflect additional restricted stock units (“Dividend Equivalent Awards”) equal in value to our cash dividends on our Common Stock, which would have been paid in respect of shares of our Common Stock underlying their restricted stock units outstanding as of the dividend payment dates. Restricted stock units awarded in January 2021 (and related Dividend Equivalent Awards) vested in full on January 4, 2024, restricted stock units awarded in January 2022 (and related Dividend Equivalent Awards) are eligible to vest in full on January 3, 2025, restricted stock units awarded in January 2023 (and related Dividend Equivalent Awards) are eligible to vest in full on January 3, 2026, and the restricted stock units awarded to Ms. Mauricio in December 2023 (and related Dividend Equivalent Awards) are eligible to vest in full on December 29, 2026. However, if we experience a change of control prior to the scheduled vesting date, all unvested restricted stock units (and related Dividend Equivalent Awards) will vest in full at that time and shares of our Common Stock will be issued in respect of them. If the employment of a named executive officer is terminated by us without cause or by him/her for good reason, or if his/her employment terminates by reason of his/her death, 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, the restricted stock units awarded to him/her under our LTIP will vest in full at such time and the shares of our Common Stock to be issued in respect of such restricted stock units will be issued thereafter. If the employment of Ms. Mauricio is terminated by us without cause, or by her for good reason, or if her employment terminates by reason of her permanent disability or retirement upon reaching age 65, then a pro-rata portion of her December 2023 restricted stock unit award shall become immediately and fully vested and a pro-rata number of shares of our Common Stock will be issued in respect of such award. In the event of her death, the entirety of this award shall become immediately and fully vested and shares of our Common Stock will be issued. For all unvested restricted stock units, if the employment of a named executive officer is terminated by us for cause or he/she terminates his/her employment without good reason, before his/her restricted stock units vest, he/she will forfeit the restricted stock units (and related Dividend Equivalent Awards). The terms “cause,” “good reason,” “change of control,” and “permanent disability” are defined for purposes of all stock unit awards similarly to those definitions commencing on page 47 under “Potential Post Employment Payments — Long Term Incentive Plan.” The following Table sets forth with respect to each named executive officer certain information with respect to stock awards that vested during fiscal year 2023. No options were held by the named executive officers in fiscal year 2023.

  109. Stock Vested in Fiscal Year 2023

    Stock Vested in Fiscal Year 2023

  110. Stock Vested in Fiscal Year 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Anthony J. Guzzi | 26,621 | $3,942,836 | | Mark A. Pompa | 9,488 | $1,405,268 | | R. Kevin Matz | 6,676 | $988,782 | | Maxine L. Mauricio | 4,767 | $706,040 |

  111. Stock Vested in Fiscal Year 2023

    | (1) The value realized is equivalent to the closing price of a share of our Common Stock on the New York Stock Exchange on the date that the restricted stock unit award vested, multiplied by the number of shares acquired upon vesting. |

  112. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION As indicated above, certain of our employees, including each named executive officer, are permitted to defer compensation under the Company’s Voluntary Deferral Plan in order to make them whole for compensation limits imposed under our 401(k) Plan, enabling additional savings for retirement on a tax deferred basis. The Voluntary Deferral Plan permits an eligible employee to defer annually up to one-half of that portion of his/her base salary in excess of the limits described in Section 401(a)(17) of the Internal Revenue Code of 1986, as amended, referred to herein as the “Code” (for 2023, the limit was $330,000) and/or up to 100% of any annual cash bonus and/or cash incentive payments to him/her. A participating employee’s account is also credited with a Company matching credit of up to 4% on deferrals, but not in excess of 4% of base salary in excess of the federal tax limit described above, plus possible Company supplemental credits. Accounts under the Voluntary Deferral Plan are credited with hypothetical earnings and losses based on notional investments (mutual funds) selected by the participating employee in accordance with the Voluntary Deferral Plan terms. Accounts would also be distributable upon a change of control of the Company. Accounts deferred in 2013 are payable in a lump sum following the participant’s termination of employment and accounts deferred on or after January 1, 2014 are payable in either a lump sum or, provided the participant’s employment terminates after he/she has reached age 59-1/2, in five annual installments following termination of employment, as elected for each year’s deferral by the participant at the time of deferral election. The following Table sets forth certain information regarding (a) deferrals and matching credits under our Voluntary Deferral Plan with respect to the accounts of each of our named executive officers during fiscal year 2023 and (b) each such executive officer’s account balance as of December 31, 2023.

  113. NON-QUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last Fiscal Year(1) | Company Contributions in Last Fiscal Year(2) | Aggregate Earnings in Last Fiscal Year(3) | Aggregate Withdrawal Distributions | Aggregate Balance at Last Fiscal Year End(4) | | Anthony J. Guzzi | $49,400 | $48,870 | $184,016 | — | $1,433,805 | | Mark A. Pompa | $197,500 | $24,840 | $344,060 | — | $2,296,835 | | R. Kevin Matz | $70,440 | $13,878 | $91,124 | — | $727,797 | | Maxine L. Mauricio | $210,017 | $14,599 | $100,802 | — | $897,984 |

  114. NON-QUALIFIED DEFERRED COMPENSATION

    | (1) Amounts reported in this column are included in the Summary Compensation Table on page 35 under Salary for Messrs. Guzzi and Pompa and under both Salary and Non-Equity Incentive Plan Compensation for Mr. Matz and Ms. Mauricio. |

  115. NON-QUALIFIED DEFERRED COMPENSATION

    | (2) Amounts reported in this column are included under All Other Compensation in the Summary Compensation Table on page 35. |

  116. NON-QUALIFIED DEFERRED COMPENSATION

    | (3) This column includes earnings (and losses) on deferred compensation balances. Such amounts are not “above-market” or “preferential” earnings and, therefore, are not reported as compensation in the Summary Compensation Table on page 35. |

  117. NON-QUALIFIED DEFERRED COMPENSATION

    | (4) This column reflects the aggregate amounts deferred by each named executive officer under the Voluntary Deferral Plan plus the aggregate credits provided by the Company and invested earnings on such deferrals and credits. |

  118. Long Term Incentive Plan

    Long Term Incentive Plan Under our LTIP, we award each named executive officer annually a number of restricted stock units in respect of which, following a scheduled vesting date, we will issue an equal number of shares of our Common Stock. The LTIP is more fully described commencing on page 27 under “Compensation Discussion and Analysis” under the heading “Long Term Incentive Plan.” In addition, under the LTIP each named executive officer is also entitled to a performance-based cash incentive award if we achieve a pre-determined earnings per share objective for a three-year measurement period. LTIP Restricted Stock Units A number of shares of our Common Stock equal to the named executive officer’s LTIP restricted stock units are to be issued to him/her prior to the scheduled vesting date if:

  119. Long Term Incentive Plan

    | • | we experience a “change of control” (which we define below) (provided that the Compensation Committee does not reasonably determine that the change of control is not an event described in Section 409A(a)(2)(A)(v) of the Internal Revenue Code); |

  120. Long Term Incentive Plan

    | • | we terminate the named executive officer’s employment without “cause” (which we define below); |

  121. Long Term Incentive Plan

    | • | the named executive officer terminates his/her employment for “good reason” (which we define below); |

  122. Long Term Incentive Plan

    | • | the named executive officer retires 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; |

  123. Long Term Incentive Plan

    | • | the named executive officer becomes permanently disabled and his/her employment terminates as a result; or |

  124. Long Term Incentive Plan

    | • | the named executive officer dies. |

  125. Long Term Incentive Plan

    In such event, the vesting of the shares of our Common Stock will occur as of the date of the change of control or such termination of employment. However, in the case of termination of employment, that distribution will be delayed for six months following the named executive officer’s termination of employment if necessary to avoid any excise tax under Section 409A of the Code. If we terminate the named executive officer’s employment for cause or the named executive officer resigns without good reason, he/she will forfeit his/her unvested LTIP restricted stock units. Performance-Based Cash Incentive Awards In addition, if, during one or more LTIP measurement periods, a named executive officer’s employment is terminated under circumstances described above entitling him/her to receive shares of our Common Stock in respect of his/her LTIP restricted stock units, he/she also will be entitled to a prorated portion of the amount of his/her performance-based cash incentive award for each measurement period that he/she would have received had he/she been employed by us during the entire measurement period. This amount is equal to that performance-based cash incentive award for each such measurement period multiplied by a fraction, the numerator of which is the number of full and partial months that have elapsed during the measurement period as of his/her termination date, and the denominator of which is the total number of months making up the measurement period. Performance-based cash incentive awards under the LTIP are more fully described commencing on page 27 under “Compensation Discussion and Analysis” under the heading “Long Term Incentive Plan.” We would make these payments to our named executive officers at such time as the payment would have been made had there been no termination of employment. If we or a named executive officer had terminated his/her employment as of December 31, 2023 under circumstances described above (or had retired) entitling him/her to receive shares of our Common Stock in respect of his/her LTIP restricted stock units, then such named executive officer would have been entitled to the amount of his/her performance-based cash incentive award under the LTIP for the 2021 — 2023 measurement period, and a prorated portion of such award for the 2022 — 2024 measurement period, and for the 2023 — 2025 measurement period. In addition, if during one or more measurement periods there is a change of control, then promptly thereafter we would pay each named executive officer his/her performance-based cash incentive award under the LTIP for each such measurement period as if the Company had achieved the targeted earnings per share objective for such measurement period. If there had been a change of control as of December 31, 2023, such named executive officers would have been entitled to receive (a) the actual amount of his/her performance-based cash incentive award for the 2021 — 2023 period, and (b) the amount of his/her performance-based cash incentive awards as if the targeted earnings per share objective had been achieved for the 2022 — 2024 and 2023 — 2025 periods. If, as of December 31, 2023, we had terminated the employment of a named executive officer for cause or the named executive officer had resigned without good reason, then he/she would not have been entitled to payment in respect of any performance-based cash incentive award under the LTIP for any measurement period. Definition of Cause, Good Reason, Change of Control and Disability For purposes of the LTIP, “cause,” generally, means:

  126. Long Term Incentive Plan

    | • | the named executive officer committing an action involving willful malfeasance in connection with his/her employment which results in material harm to the Company; |

  127. Long Term Incentive Plan

    | • | the named executive officer’s conviction of a felony; or |

  128. Long Term Incentive Plan

    | • | the named executive officer’s substantial and repeated failure to perform duties as directed by our Chief Executive Officer or, in the case of our Chief Executive Officer, our Board. |

  129. Long Term Incentive Plan

    “Good reason,” generally, means:

  130. Long Term Incentive Plan

    | • | a reduction in the named executive officer’s then base salary (except in connection with a reduction generally applicable to all our senior executives); or |

  131. Long Term Incentive Plan

    | • | the failure to pay any portion of the named executive officer’s compensation that is earned and due. |

  132. Long Term Incentive Plan

    “Change of control” has substantially the same meaning as in the change of control agreements described under “Change of Control Arrangements” on page 50 and “permanent disability” has the same meaning as described under “Potential Post Employment Payments — Severance Agreements” on page 44.

  133. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following Table sets forth certain information with respect to the compensation paid to our non-employee directors during fiscal year 2023. Mr. Guzzi, our Chairman, President and Chief Executive Officer, received no additional compensation for serving on the Board.

  134. Director Compensation for Fiscal Year 2023

    Director Compensation for Fiscal Year 2023

  135. Director Compensation for Fiscal Year 2023

    | Name | Fees Earned or Paid in Cash ($)(a) | Stock Awards ($)(k) | Total ($) | | John W. Altmeyer | $125,000(b) | $170,000 | $295,000 | | Ronald L. Johnson | $115,000(c) | $170,000 | $285,000 | | David H. Laidley | $65,000(d) | $— | $65,000 | | Carol P. Lowe | $123,500(e) | $170,000 | $293,500 | | M. Kevin McEvoy | $158,000(f) | $170,000 | $328,000 | | William P. Reid | $113,500(g) | $170,000 | $283,500 | | Steven B. Schwarzwaelder | $116,000(h) | $170,000 | $286,000 | | Robin Walker-Lee | $123,000(i) | $170,000 | $293,000 | | Rebecca A. Weyenberg | $113,500(j) | $170,000 | $283,500 |

  136. Director Compensation for Fiscal Year 2023

    | (a) Includes an annual cash retainer of $110,000, payable quarterly, under our Director Award Program for each non-employee director other than the following directors who received an annual cash retainer for 2023 of $55,000 for the noted reasons: (i) Mr. Altmeyer and Ms. Lowe, each of whom elected to receive 50% of the annual cash retainer in additional restricted stock units, the value of which are included in this column, and (ii) Mr. Laidley who retired from the Board effective as of June 8, 2023. |

  137. Director Compensation for Fiscal Year 2023

    | (b) For serving as Chairperson of the Compensation Committee, Mr. Altmeyer received an additional annual fee of $15,000. |

  138. Director Compensation for Fiscal Year 2023

    | (c) For serving as a member of the Corporate Governance Committee, Mr. Johnson received an additional annual fee of $5,000. |

  139. Director Compensation for Fiscal Year 2023

    | (d) For serving as Chairperson of the Audit Committee from January 1, 2023 to June 8, 2023, Mr. Laidley received an additional fee of $10,000. |

  140. Director Compensation for Fiscal Year 2023

    | (e) For serving as a member of the Audit Committee from January 1, 2023 to June 8, 2023, Ms. Lowe received an additional fee of $3,500. For serving as Chairperson of the Audit Committee commencing June 8, 2023, Ms. Lowe received an additional fee of $10,000. |

  141. Director Compensation for Fiscal Year 2023

    | (f) For serving as Lead Director, Mr. McEvoy received an additional annual fee of $30,000. For serving as a member of the Compensation Committee, Mr. McEvoy received an additional annual fee of $6,000. For serving as a member of the Audit Committee, Mr. McEvoy received an additional annual fee of $7,000. For serving as a member of the Corporate Governance Committee, Mr. McEvoy received an additional annual fee of $5,000. |

  142. Director Compensation for Fiscal Year 2023

    | (g) For serving as a member of the Audit Committee commencing on June 8, 2023, Mr. Reid received an additional fee of $3,500. |

  143. Director Compensation for Fiscal Year 2023

    | (h) For serving as a member of the Compensation Committee, Mr. Schwarzwaelder received an additional annual fee of $6,000. |

  144. Director Compensation for Fiscal Year 2023

    | (i) For serving as Chairperson of the Corporate Governance Committee, Ms. Walker-Lee received an additional annual fee of $13,000. |

  145. Director Compensation for Fiscal Year 2023

    | (j) For serving as a member of the Audit Committee commencing on June 8, 2023, Ms. Weyenberg received an additional fee of $3,500. |

  146. Director Compensation for Fiscal Year 2023

    | (k) The stock awards represent an aggregate grant date fair value computed in accordance with FASB ASC Topic 718, disregarding the effect of potential forfeitures. 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. With the exception of Mr. Laidley, who retired from the Board on June 8, 2023, upon their re-election to the Board, each of our non-employee directors received an award on June 8, 2023 consisting of 963 restricted stock units in respect of which an equal number of shares of our Common Stock will be issued with an aggregate grant date fair value of $170,000. In addition, because Mr. Altmeyer and Ms. Lowe elected to receive only $55,000 of the cash retainer for the 12-month period commencing June 8, 2023, in accordance with the directors’ compensation arrangement for 2023, each received an additional stock award consisting of 311 restricted stock units in respect of which an equal number of shares of our Common Stock will be issued with an aggregate grant date fair value of $55,000; this $55,000 fair value amount is not included in the Stock Awards column as such $55,000 is included in the column entitled Fees Earned or Paid in Cash. |

  147. Director Compensation for Fiscal Year 2023

    As of December 31, 2023, our non-employee directors held awards of restricted stock units entitling them to the number of shares of our Common Stock following their respective names: John W. Altmeyer – 12,187 shares; Ronald L. Johnson - 4,339 shares; Carol P. Lowe – 8,563 shares; M. Kevin McEvoy - 963 shares; William P. Reid - 6,656 shares; Steven B. Schwarzwaelder - 963 shares; Robin Walker-Lee - 5,943 shares; and Rebecca A. Weyenberg - 1,539 shares. Under the terms of our Director Award Program, as amended, we provide an annual cash retainer to each non-employee director of $110,000, payable quarterly, and an annual grant of a number of restricted stock units immediately following his or her election to the Board at our annual meeting of stockholders, determined by dividing $170,000 by the fair market value of a share of our Common Stock on the grant date, which restricted stock units entitle him or her to receive an equal number of our shares of Common Stock on a date which is the first, second, third, fourth or fifth anniversary of the grant date as he or she selects. A director may elect to forego one-half of his or her annual cash retainer and instead receive additional restricted stock units on the same terms as the grant of restricted stock units referred to in the preceding sentence. We believe these equity grants serve to further align our directors’ interests with the interests of our stockholders. In December 2014, we amended the Director Award Program to provide that when a director is elected to the Board for the first time other than at an annual meeting of stockholders, such director receives an award of restricted stock units with a value equal to the cash retainer payable to him or her from the date of his or her election until the next annual meeting of stockholders. In 2023, the fees for the Chairpersons of the committees were the following amounts, as described further below: Audit Committee - $20,000; Corporate Governance Committee - $13,000; and Compensation Committee - $15,000. In addition, the members of each committee received the following annual fee: Audit Committee - $7,000; Corporate Governance Committee - $5,000; and Compensation Committee - $6,000. Mr. M. Kevin McEvoy, our Lead Director, was entitled to an annual fee of $30,000, payable quarterly, for serving as such. The Corporate Governance Committee annually reviews compensation and other benefits for the Company’s non-employee directors. Biannually, the committee engages Mercer to assess the competitiveness of the current compensation package for non-employee directors. Mercer compares the Company’s current program against (i) directors serving at other large public companies with experiences and skill sets similar to those of our directors and (ii) directors serving at our Comparator Companies. In 2022, Mercer concluded that the Company’s current annual director pay is competitively positioned in the upper quartile of the market versus both comparator sets but recommended that the fees for serving as a chairperson of a board committee be increased to the amounts described above. The Corporate Governance Committee used the same factors used by the Compensation Committee to determine that there was no conflict of interest in using Mercer for such analysis. Such factors are set forth under “Meetings and Committees of the Board of Directors — Role of Compensation Consultants” commencing on page 17. The terms of our Amended and Restated 2010 Incentive Plan established a limit of $425,000 on the total amount of compensation that could be payable to a non-employee Company director during a calendar year, whether in the form of cash or stock.

  148. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF DIRECTORS At our Annual Meeting, eight directors are to be elected by the holders of our Common Stock to serve until our next annual meeting of stockholders and until their successors have been duly elected and qualified. To be elected as a director at the Annual Meeting, each nominee must receive a majority of the votes cast, which means that the number of votes cast “for” the nominee must exceed the number of votes cast “against” the nominee. Information concerning the nominees for election at our Annual Meeting is set forth below. Each nominee is presently one of our directors. On March 7, 2024, it was announced that Ms. Weyenberg would be stepping down as the Chief Financial Officer of Astec Industries, Inc. (“Astec”) effective as of April 30, 2024. Our Corporate Governance Guidelines contemplate that a director who experiences a significant employment change should volunteer to resign. Employment as the chief financial officer of a public company was a key criteria in the search that led to Ms. Weyenberg joining the Board in December 2022. In light of Ms. Weyenberg stepping down as Chief Financial Officer of Astec, the Corporate Governance Committee recommended that, rather than seeking and accepting Ms. Weyenberg’s resignation, Ms. Weyenberg finish her current term as director but that the Board not nominate Ms. Weyenberg to serve another term. The Board, upon the recommendation of the Corporate Governance Committee, determined not to nominate Ms. Weyenberg for another term, so she is not standing for re-election, and Ms. Weyenberg’s term as a director will end at the Annual Meeting. While the Board has no reason to believe that any of those named as a nominee for election to the Board will not be available as a candidate, should such a situation arise, the proxy may be voted for the election of other nominees in the discretion of the persons acting pursuant to the proxy. Each of the nominees has consented to be named in this Proxy Statement as a nominee and to serve if elected. John W. Altmeyer, Age 65. Mr. Altmeyer is the Chief Executive Officer of GAF, the largest roofing and waterproofing manufacturer in North America. He has held this position since January 2023, and previously served as Executive Chairman of GAF Commercial Roofing from February 2021 to January 2023. Prior to joining GAF, Mr. Altmeyer served as the President and Chief Executive Officer of Carlisle Construction Materials, a division of Carlisle Companies Incorporated, from 1997 to September 2018. Carlisle Construction Materials is principally engaged in the manufacture and sale of rubber and thermoplastic roofing systems and other products with roofing applications for commercial and residential buildings. Mr. Altmeyer was a member of the Board of Directors of Berkshire Hills Bancorp from 2012 to 2015, and Tecta America from February 2019 to February 2021. He has been a member of the Board of Directors of Utz Brands, Inc. since July 2020. Utz Brands, Inc. is a manufacturer of a diverse portfolio of salty snacks. Mr. Altmeyer was elected to our Board on October 23, 2014. Having served as a senior executive in the construction materials industry for over 20 years, Mr. Altmeyer has an in-depth knowledge of industries related to the Company’s businesses. Anthony J. Guzzi, Age 59. Mr. Guzzi was elected to our Board on December 15, 2009 and was elected as Chairman of the Board on June 1, 2018. Mr. Guzzi has been our President since October 2004, when he joined the Company, and since January 3, 2011, our Chief Executive Officer. He served as our Chief Operating Officer from October 2004 until January 3, 2011. From August 2001 until he joined the Company, Mr. Guzzi was President of the North American Distribution and Aftermarket Division of Carrier Corporation, a manufacturer and distributor of commercial and residential HVAC and refrigeration systems and equipment and a provider of aftermarket services and components of its own products and those of other manufacturers in both the HVAC and refrigeration industry. Mr. Guzzi is also lead director of Hubbell International, Inc. Mr. Guzzi has an extensive knowledge of our business, having served as our President since 2004 and our Chief Executive Officer since 2011, and the leadership, management and strategic vision that he has provided and continues to provide to the Company are invaluable. Ronald L. Johnson, Age 69. Since 2014, Major General Johnson (Retired) has served as Professor of the Practice at the School of Industrial and Systems Engineering at the Georgia Institute of Technology in Atlanta, Georgia (“GT”) teaching courses in design, probability and statistics, and career development. He also holds the positions of Faculty Leadership Fellow and Faculty Diversity and Inclusion Fellow and serves on the Faculty Senate at GT. From 2013 to 2015, General Johnson served as the Managing Director and CEO of the Tennenbaum Institute of Enterprise Transformation at GT, a multidisciplinary center uniting experts in various fields to create industry-shaping business models for enterprise transformation. From 2008 to 2012, General Johnson was a Senior Vice President, Referee Operations for the National Basketball Association (“NBA”) charged with ensuring the integrity and high quality of the NBA officiating program. From 1976 to 2008, General Johnson served in the U.S. Army attaining the rank of Major General. In his last post, he was the Deputy Commanding General and Deputy Chief of Engineers for the Army with oversight of the management of 70,000 engineering soldiers and 181 Army installations worldwide, including IT security systems. He also served as a member of the Defense Advisory Committee on Women in the Service. During his service in the Army, General Johnson received many awards and three Distinguished Service Medals. Currently, General Johnson serves as a member of the Executive Advisory Council for Mission Readiness (2011 to present), Trustee Emeritus of the Board of Directors Foundation at GT (2007 to present), and Trustee of the U.S. Army War College (2018 to present). General Johnson was elected to our Board on February 23, 2021. With his distinguished service and leadership in our military, General Johnson enhances the strong leadership and service ethos at our Company which aligns with our EMCOR Values. His diversity and inclusion background, both in the Army and at GT, provides expertise for our diversity and inclusion initiatives. General Johnson’s background in facilities engineering, construction and maintenance and his knowledge of the government sector, are relevant to each of our Company’s segments and his cybersecurity expertise gained during his service in the military provides leadership to the Company’s cybersecurity programs.

  149. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    Carol P. Lowe, Age 58. Between November 2017 and June 2021, Ms. Lowe served as Executive Vice President and Chief Financial Officer of FLIR Systems, Inc. (“FLIR”). FLIR is a world-leading designer, marketer and manufacturer of innovative sensor systems. From June 2012 through October 2017, she served as Senior Vice President and Chief Financial Officer of Sealed Air Corporation, Inc. (“Sealed Air”), a global manufacturing company operating in over 62 countries with a wide portfolio of brands. Prior to joining Sealed Air, Ms. Lowe served Carlisle Companies Incorporated (“Carlisle”) from January 2002 through June 2012 in a variety of executive roles including President of Carlisle Food Service Products, President of Trail King Industries, Inc. and Vice President and Chief Financial Officer of Carlisle. During 2021, Ms. Lowe joined the Board of Directors of Arrow Electronics, Inc., a developer of technology solutions for leading technology manufacturers and service providers (“Arrow”), and Novolex (which is not a public company), an industry leader in packaging choice, innovation and sustainability. In 2023, Ms. Lowe joined the Board of Directors of Duravant LLC (which is not a public company), a manufacturer of highly engineered equipment and integration services for food processing, packaging, and material handling. Ms. Lowe currently serves as a member of the Audit Committee of the Board of Directors of each of Arrow, Novolex and Duravant. Ms. Lowe was elected to our Board on June 1, 2017. As a CPA and Chief Financial Officer with Fortune 500 public company experience, Ms. Lowe brings to the Board invaluable financial and accounting expertise as well as a strong background in operations management and corporate governance. At FLIR, Ms. Lowe oversaw the company’s cybersecurity initiatives; therefore, she also provides cybersecurity expertise to the Board. M. Kevin McEvoy, Age 73. Mr. McEvoy was the Chief Executive Officer of Oceaneering International, Inc. (“Oceaneering”) from 2011 to May 2017. Oceaneering is a global oilfield provider of engineered services and products primarily to the offshore oil and gas industry. Oceaneering also serves the defense, entertainment and aerospace industries, and its shares are traded on the New York Stock Exchange. Mr. McEvoy first joined Oceaneering in 1984 and held various positions at Oceaneering, including the positions of President and Chief Executive Officer from 2011 through 2015, and Executive Vice President and Chief Operating Officer from 2010 through 2011. Prior to that, he served in numerous operations management roles in each of Oceaneering’s business segments, including three foreign postings. He has also served on its Board of Directors since 2011. Mr. McEvoy is a Vietnam era veteran, having served as an officer in the U.S. Navy from 1972 to 1976, primarily engaged in diving, salvage and submarine rescue activities. Mr. McEvoy was elected to our Board on June 2, 2016. Mr. McEvoy also holds a CERT Certificate in Cybersecurity Oversight from the Carnegie Mellon University Software Engineering Institute and the National Association of Corporate Directors. Our Board elected him to the position of independent Lead Director on June 1, 2018. Mr. McEvoy has a broad knowledge of the engineering, construction, oil and gas, and U.S. government services industries. He also brings to the Board a wealth of international experience, including in the United Kingdom, where the Company has operations. Having served as the Chief Executive Officer of a publicly traded company focused on operations and services, he offers the Company valuable perspective and guidance in the areas of finance, governance, operations, construction, government contracting, cybersecurity and other essential disciplines. William P. Reid, Age 74. Prior to his retirement, Mr. Reid served as the Chief Executive Officer of EMCOR Industrial Services, Inc. and Ohmstede Ltd. (“Ohmstede”). Mr. Reid first joined Ohmstede in 1999 as its President and CEO. Ohmstede was acquired by EMCOR in 2007 and became the platform for EMCOR Industrial Services. Before joining Ohmstede, Mr. Reid spent over 20 years in the oil and gas industry, starting his career with Cameron Iron Works and becoming the President of NL Drilling Services, which provided directional drilling equipment and Measurement While Drilling (MWD) tools to the worldwide oil and gas industry. Mr. Reid was elected to our Board on October 25, 2017. With his extensive knowledge of, and experience in, the oil, gas and petrochemical industries and his tenure as the President of a publicly traded company, Mr. Reid offers to the Company invaluable experience and insight with respect to one of our business segments and guidance in the areas of finance, mergers and acquisitions, and strategy. Steven B. Schwarzwaelder, Age 69. Mr. Schwarzwaelder was a Director at McKinsey & Company (“McKinsey”) and consulted largely with global industrial corporations during his 27 years with the firm from August 1980 through March 2007. As a Director, he also served as an elected member of McKinsey’s Shareholders’ Council from 2000 through 2006, an appointed member of the Managing Directors’ 5-person Advisory Committee and had oversight responsibility for McKinsey’s global functional practices (Strategy, Operations, Corporate Finance, Marketing & Sales, Organization, and Business Technology). Currently, Mr. Schwarzwaelder serves on the Board of Directors of MW Industries, Inc. From March 2011 through June 2019, Mr. Schwarzwaelder served on the Board of Trustees of Cardinal Logistics Holdings; from October 2011 through March 2014, he served on the Board of Directors of Dana Corporation; and from November 2011 to June 2016, he served on the Board of Directors of Nexeo Solutions. He was also a Senior Advisor to TeleTracking, a leading provider of operational systems to healthcare providers, from January 2013 through June 2022; to Centerbridge Capital from November 2013 through December 2014; and to TPG from March 2011 through June 2016. Mr. Schwarzwaelder was elected to our Board on October 29, 2015. With over 27 years of experience at McKinsey and as a director of both public and private companies, Mr. Schwarzwaelder has a deep and extensive background in corporate governance, strategy, operations, mergers and acquisitions, sales and marketing, and large-scale performance improvement programs. Robin Walker-Lee, Age 70. Currently retired, Ms. Walker-Lee served as Executive Vice President, General Counsel and Secretary of TRW Automotive Holdings (“TRW”), a large, global automotive supplier, from February 2010 to May 2015. Prior to joining TRW, Ms. Walker-Lee held a number of leadership positions at General Motors (“GM”), a multinational automotive manufacturing corporation, including Assistant General Counsel — Operations from 2008 to 2010, and Regional General Counsel and Vice President of Public Policy for GM Latin America, Africa and the Middle East from 2002 to 2008. Ms. Walker-Lee currently serves on the Board of Directors of Regal Rexnord Corporation (“Regal”), which resulted from the merger of Regal Beloit Corp. with the Process and Motion Control business of Rexnord Corp., where Ms. Walker-Lee served as a Board member from 2015 to 2021. Regal is a global leader in the engineering and manufacturing of electric motors and controls, power generation and power transition products. She currently serves as the Chairperson of the Corporate Governance, Sustainability and Director Affairs Committee of Regal. Ms. Walker-Lee was elected to our Board on December 13, 2018. Ms. Walker-Lee provides the Company with significant international and operational expertise in the manufacturing and industrial sector where the Company has a significant and expanding presence. She also has extensive experience in compliance, regulatory matters, sustainability, mergers & acquisitions, and governance.

  150. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    The Board of Directors recommends a vote “FOR” the election of each of the above nominees.