EMCOR Group, Inc.
For the period ended Jun 4, 2026. Filed Apr 21, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 4, 2026 · Filed Apr 21, 2026
Contents
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 2025, each named executive officer had a targeted annual incentive award that was based upon the achievement of 2025 financial targets (2025 diluted earnings per share from continuing operations and the ratio of our 2025 positive operating cash flow to our 2025 operating income) as well as meeting his/her pre-established personal goals and objectives. The maximum potential aggregate annual incentive award payable for 2025 to Mr. Guzzi was 300% of his 2025 base salary and the maximum potential aggregate annual incentive awards payable for 2025 to Ms. Mauricio and Mr. Nalbandian were 200% of their respective 2025 base salaries. We refer to a named executive’s maximum potential aggregate annual incentive awards sometimes as his/her “Maximum Potential Incentive Award.”
For Mr. Guzzi, his 2025 targeted annual incentive award, based upon our meeting certain financial measurements for 2025, was 150% of his annual base salary, and for Ms. Mauricio and Mr. Nalbandian, their 2025 targeted annual incentive awards, based upon our meeting those 2025 financial measurements, were 100% of their respective
2025 annual base salaries. We refer to this targeted annual incentive award sometimes as the “Financial Target Bonus.” The exact amount of each named executive officer’s 2025 annual incentive award that we would pay based on our financial performance ranged from 0% to the maximum percentage of his or her annual base salary indicated in the immediately preceding paragraph, depending on our 2025 earnings per share and the ratio of our 2025 positive operating cash flow to our 2025 operating income. When we refer to earnings per share with respect to our Annual Incentive Program, we mean earnings per share on a diluted basis from continuing operations. However, in calculating such 2025 earnings per share and operating income for purposes of determining annual incentive awards there was, as provided in the program, to be excluded from such calculations (a) non-cash charges directly associated with the write-down of balance sheet values of assets, (b) investment banking, consulting, legal, and accounting fees and related disbursements directly associated with any proposed or consummated (i) sale or disposition of Company assets or securities or (ii) acquisition or investment, (c) the effect of any changes in statutory tax rates from those in effect on March 26, 2025, (d) restructuring charges, negative tax consequences, or other accounting adjustments due to a sale or closure of a subsidiary’s business, inclusive of the U.K., (e) the cumulative effect of any change in accounting principles, (f) charges relating to withdrawal liabilities in connection with multi-employer pension plans and specific surcharges assessed by a multi-employer plan related to supplemental contributions (i.e., lump sum type contributions and not an increase in the hourly contribution rate) to ameliorate an underfunding in such plan, and (g) income or loss from discontinued operations (as so adjusted, “adjusted earnings per share” and “adjusted operating income,” as applicable). For the purpose of calculating operating cash flow, amounts that are the subject of clauses (a) through (g) above, and any lump sum supplemental contributions to the U.K. defined benefit plans were, as provided in the program, to be excluded from such calculation (as so adjusted, “adjusted positive operating cash flow”).
Mr. Guzzi, together with certain other named executive officers, developed proposed 2025 financial metrics for the payment of the annual incentive awards under our Key Executive Incentive Bonus Plan. Mr. Guzzi then proposed to the Compensation Committee the financial measurements. Our Compensation Committee established financial measurements for those annual incentive awards in February 2025, taking into account the proposal of management, the report of Mercer, our 2025 budget, and annual earnings per share guidance for 2025 that was to be provided to the equity markets. The Compensation Committee determined that no annual incentive award based upon the foregoing financial measurements was to be payable unless we achieved adjusted earnings per share for 2025 in excess of $20.00 and 2025 adjusted positive operating cash flow of at least 20% of 2025 adjusted operating income. Consequently, the financial measurements emphasize earnings as well as positive operating cash flow — a measure of quality of earnings — and are linked to guidance we provide to the equity markets. In 2025, Mercer reviewed such financial measurements in order to assess whether they continued to meet our goals and objectives with respect to our Annual Incentive Program and to aid the Compensation Committee in determining whether the measurements should be changed. Mercer examined the measurements, the total incentive awards payable under the program and what was actually paid with respect to 2024, as well as the performance of the Company and its Common Stock versus the Comparator Companies. Mercer concluded that the financial measurements continued to be an appropriate means to incentivize and retain our executives.
The 2025 incentive award based on financial measurements that could have been awarded to a named executive officer, whether at, above, or below his or her 2025 Financial Target Bonus, was determined in accordance with a matrix adopted by the Compensation Committee, which we refer to as the “Matrix” and which took into account 2025 adjusted earnings per share and the ratio of 2025 adjusted positive operating cash flow to 2025 adjusted operating income (the “2025 Cash Flow Ratio”). For example, if our 2025 adjusted earnings per share had been $22.25, then, in accordance with the Matrix, the named executive officer’s 2025 Financial Target Bonus could have been awarded to him or her only if the 2025 Cash Flow Ratio was 70%. If 2025 adjusted earnings per share had been less than $22.25 (but greater than $20.00), each named executive officer could have been awarded an annual incentive award based on financial measurements, in accordance with the Matrix, greater or less than his or her Financial Target Bonus, the amount of which would depend upon the 2025 adjusted earnings per share and the 2025 Cash Flow Ratio (provided the 2025 Cash Flow Ratio was at least 20%). If 2025 adjusted earnings per share had been greater than $22.25, each named executive officer could have been awarded an annual incentive award based on financial measurements, in accordance with the Matrix, greater or less than his or her Financial Target Bonus, the amount of which would depend upon the 2025 adjusted earnings per share and the 2025 Cash Flow Ratio. The exact amount of this incentive award was determined by the intersection on the Matrix of 2025 adjusted earnings per share and the 2025 Cash Flow Ratio. In no event could an incentive award based on financial measurements have exceeded the named executive officer’s Maximum Potential Incentive Award. However, if, as indicated above, 2025 adjusted earnings per share had not been in excess of $20.00, or if the 2025 Cash Flow Ratio had been less than 20%, no annual incentive award based on financial measurements could have been paid to any named executive officer.
For 2025, our adjusted earnings per share was $25.90 and our 2025 Cash Flow Ratio was approximately 83% which, in accordance with the Matrix, permitted payment to each named executive officer of his or her Maximum Potential Incentive Award based solely on financial metrics. However, the Compensation Committee also determined that each named executive officer had achieved his or her personal goals and objectives for 2025 as described below.
A summary of the Matrix containing key threshold levels is set forth below.
| Adjusted Earnings per Share | Threshold $20.00 | Target $22.25 | Maximum $24.50 |
|---|---|---|---|
| Cash Flow Ratio 100% | 0% | 120% | 240%(1) |
| Cash Flow Ratio 70% | 0% | 100% | 200%(1) |
| Cash Flow Ratio 20% | 0% | 40% | 80% |
| (1) | While the Matrix contains these percentages, the Maximum Potential Incentive Award for the named executive officers would be as follows: Mr. Guzzi, 300%; Ms. Mauricio, 200%; and Mr. Nalbandian, 200%. |
As indicated above, under our Annual Incentive Program, during the first quarter of each calendar year, our Chief Executive Officer proposes for each of our other named executive officers such officer’s personal goals and objectives for the year. The Compensation Committee reviews those goals and objectives, which are subject to its approval. In the case of our Chief Executive Officer, the Compensation Committee and Lead Director agree on his annual personal goals and objectives. Under the Annual Incentive Program, if a named executive officer is not paid the Maximum Potential Incentive Award based solely on financial measures, then we may pay such named executive officer an award based upon his or her personal goals and objectives; provided that in any case, such an award may not exceed 20% of the total award paid to such named executive officer or, if no award is payable based on financial measures, 20% of the Financial Target Bonus. For 2025, the named executive officers received the Maximum Potential Incentive Award based solely on financial measures and, as a result, no additional awards based on their achievement of personal goals and objectives were made.
For 2025, the personal goals and objectives for the named executive officers were:
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