COMFORT SYSTEMS USA INC
For the period ended May 16, 2025. Filed Apr 7, 2025.
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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.
May 16, 2025 · Filed Apr 7, 2025
Contents
Summary of Potential Payments
The following table provides the lump-sum payments that would have been made to each Named Executive Officer if his or her employment had been terminated on December 31, 2024 by the Company without cause, or by reason of the Named Executive Officer’s death or disability, in each case, other than in connection with a change in control.
| For Cause ($) | Death(1) ($) | Disability(2) ($) | Without Cause(3) ($) | |
|---|---|---|---|---|
| Brian Lane | 0 | 1,100,000 | 1,100,000 | 7,329,259 |
| William George | 0 | 750,000 | 750,000 | 3,379,323 |
| Trent McKenna | 0 | 575,000 | 575,000 | 2,514,500 |
| Laura Howell | 0 | 475,000 | 475,000 | 1,184,000 |
| Julie Shaeff | 0 | 400,000 | 400,000 | 1,028,918 |
| (1) | The Company maintains life insurance for each of the Named Executive Officers in an amount equal to the Named Executive Officer’s annual base salary, up to a maximum of $500,000. The death benefit contained in the Executive Severance Policy is paid net of insurance proceeds. |
| (2) | The Company maintains disability insurance for each of the Named Executive Officers in an amount equal to the Named Executive Officer’s annual base salary, up to a maximum of $500,000. The disability benefit contained in the Executive Severance Policy is paid net of insurance proceeds. |
| (3) | Consists of two times the sum of current base salary plus bonus (the greater of the average annual incentive plan bonus paid during the last three years or the annual incentive plan bonus for the year of termination of employment, determined following completion of the applicable performance period pursuant to the goals and objectives established for such bonus) for Mr. Lane; one and one-half times such amounts for Messrs. George and McKenna; and one times such amounts for Mses. Howell and Shaeff. In addition, the following amounts are included in the total for each executive as an estimate of one year of COBRA premium reimbursements payable by the Company to the Named Executive Officer over the 12-month period following termination: Mr. Lane—$22,259; Mr. George—$24,323; Mr. McKenna—$21,456; Ms. Howell—$0; and Ms. Shaeff—$17,918. These COBRA reimbursements would be made by the Company to the Named Executive Officer, and they would cease if the Named Executive Officer obtained other insurance coverage. In no event would these COBRA premium reimbursements be paid for more than 12 months. The total amount also reflects an estimate of $25,000 for outplacement services, which services are provided for in the Executive Severance Policy in an amount not to exceed $50,000. |
| | 2025 Proxy Statement | 59 |
Potential Payments Upon Termination or Change in Control
Summary of Potential Payments
The following table provides the value of the accelerated vesting of equity awards that would have been received by each Named Executive Officer in connection with a change in control, and the amount of the lump-sum payout to each Named Executive Officer if his or her employment had been terminated in a qualifying termination, as described above, in connection with a change in control, assuming such change in control and qualifying termination occurred on December 31, 2024.
| Cash(1) ($) | Value of Early Vesting Equity(2) ($) | Excise Tax Gross Up(3) ($) | Total Value ($) | |
|---|---|---|---|---|
| Brian Lane | 7,304,259 | 13,517,740 | 0 | 20,821,999 |
| William George | 4,464,323 | 11,478,703 | 0 | 15,943,026 |
| Trent McKenna | 3,312,181 | 3,012,086 | 0 | 6,324,267 |
| Laura Howell | 1,159,000 | 1,803,672 | 0 | 2,962,672 |
| Julie Shaeff | 1,003,918 | 1,301,072 | 0 | 2,304,990 |
| (1) | Consists of two times the sum of current base salary plus bonus (the greater of the average incentive plan bonus paid during the last three years or the current annual incentive plan bonus for 2024) for Messrs. Lane, George, and McKenna and one times such amounts for Mses. Shaeff and Howell. The amount listed also includes payments made as reimbursements for COBRA premiums for a one-year period after the change in control event; these payments would be made as reimbursements by the Company to the Named Executive Officer, and would cease if the Named Executive Officer obtained other insurance coverage. |
| (2) | The value of the acceleration of unvested time-based RSUs is determined by multiplying the number of shares underlying the award by the closing price of a share of Common Stock on December 31, 2024 ($424.06). The value of PSUs for the 2022-2024, 2023-2025, and 2024-2026 performance periods has been determined by assuming that the awards vest and are paid out at target levels of performance. |
| (3) | Reflects the estimated amount of the gross-up for excise taxes imposed under Section 4999 of the Code. |
| 60 | | 2025 Proxy Statement |
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