Amy Dahl
EMCOR GroupAbout Amy E. Dahl
Amy E. Dahl (age 51) was elected to EMCOR’s Board on December 18, 2024. She is Vice President, International Business & Strategy at The Toro Company (NYSE: TTC) since March 2023, with prior VP General Counsel & Corporate Secretary (2020–2023), VP Human Resources (2015–2022), and Managing Director, Corporate Communications & Investor Relations (2013–2015) roles; earlier, she practiced law at Norton Rose Fulbright and Lathrop GPM. She holds a B.A. in Political Science (University of Minnesota) and a J.D. (University of North Dakota School of Law, Order of the Coif). Her core credentials emphasize international operations, M&A, legal compliance, HR, and public-company leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Toro Company | VP, International Business & Strategy | Mar 2023–Present | Leads international division across 125+ countries; refines global strategies across businesses. |
| The Toro Company | VP, General Counsel & Corporate Secretary | 2020–2023 | Senior legal leadership; corporate governance oversight. |
| The Toro Company | VP, Human Resources | 2015–2022 | Enterprise HR leadership. |
| The Toro Company | Managing Director, Corporate Communications & IR | 2013–2015 | Oversaw communications and investor relations. |
| Norton Rose Fulbright | Attorney (securities, corporate governance, M&A) | Prior to 2007 | Legal practice in securities law, governance, M&A. |
| Lathrop GPM | Attorney (corporate) | Prior to 2007 | Corporate law practice. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Toro Company Foundation | Director | Current | Supports charitable organizations and civic projects globally. |
| Greater Twin Cities United Way | Director | Current | Non-profit board service. |
Board Governance
- Independence: EMCOR’s Board determined eight of nine directors are independent, including Amy E. Dahl, per NYSE standards.
- Committee assignments: As of the 2025 proxy, no committee is listed for Ms. Dahl (Audit, Compensation, Governance shown for other directors; her “Board Committees” field is blank).
- Attendance: In 2024 the Board met 7 times; committees met 13 times; each director attended at least 75% of meetings of the Board and committees on which they served.
- Nomination process: The Corporate Governance Committee retained a third‑party search firm; Ms. Dahl was recommended, interviewed, evaluated, and nominated per EMCOR’s Corporate Governance Guidelines and committee charter.
- 2025 election outcome: At the June 5, 2025 annual meeting, Ms. Dahl received 38,318,995 votes “FOR,” 37,285 “AGAINST,” 30,191 “ABSTAIN,” with 2,017,059 broker non‑votes.
- Executive sessions: Independent directors meet without management at regularly scheduled meetings, led by the Lead Independent Director (M. Kevin McEvoy).
Fixed Compensation
| Year | Annual Cash Retainer ($) | Committee Membership Fees ($) | Committee Chair / Lead Director Fees ($) | Notes |
|---|---|---|---|---|
| 2024 | 0 | 0 | 0 | Elected Dec 18, 2024; therefore did not receive 2024 cash retainer. |
Program parameters for non-employee directors (context): Annual cash retainer $110,000, payable quarterly; chair/member fees as adjusted mid‑year 2024 (Audit Chair $20,000→$25,000; Governance Chair $13,000→$20,000; Compensation Chair $15,000→$20,000; Audit member $7,000; Governance member $5,000; Compensation member $6,000).
Performance Compensation
| Award Type | Grant Date | Quantity (RSUs) | Grant-Date Fair Value ($) | Vesting / Issuance Terms | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (Prorated, first-time director) | Dec 18, 2024 | 193 | 89,633.06 | Director Award Program: RSUs entitle receipt of an equal number of shares on a date chosen as 1st–5th anniversary of grant. | None (time-based; no financial metrics apply to director RSUs). |
| RSUs (Annual program context) | Jun 6, 2024 (general program) | 480 (typical re-election grant) | 180,000 | Issuance elected 1st–5th anniversary; a director may elect to forego half cash retainer for additional RSUs. (Dahl joined after annual meeting; her 2024 cash was $0.) | None (time-based). |
Director compensation (summary for 2024):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Amy E. Dahl | 0 | 90,000 | 90,000 |
| Notes: Ms. Dahl joined Dec 18, 2024 and did not receive an annual cash retainer for 2024; her RSUs were 193 (prorated award). |
Compensation oversight and benchmarking: The Corporate Governance Committee engages Mercer (biannually) to assess competitiveness; Mercer found director fees upper-quartile and recommended increases to chair/lead fees and equity portion to $180,000; conflicts were assessed and found immaterial (combined fees <0.00586% of Mercer’s 2024 revenues; consultant independence safeguards in place).
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Ms. Dahl. |
| Potential interlocks | Ms. Dahl is a senior executive at The Toro Company; EMCOR independence standards address compensation committee interlocks and significant transactions; no related-party transactions involving Ms. Dahl disclosed. |
Expertise & Qualifications
- Skills matrix: Ms. Dahl flagged as Independent; Corporate Governance; Executive Leadership; Public Company experience.
- Domain expertise: International operations, M&A, communications, legal compliance, and HR from senior roles at Toro.
- Education: B.A. (University of Minnesota); J.D. (University of North Dakota School of Law, Order of the Coif).
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Notes | Percent of Outstanding |
|---|---|---|---|
| Amy E. Dahl | 193 | Includes shares issuable in respect of restricted stock units; RSU quantity as of Dec 31, 2024 was 193. | * (<1%) |
No options, pledging, or hedging disclosures specific to Ms. Dahl were noted in the proxy; director equity is in RSUs under the Director Award Program.
Governance Assessment
- Independence and nomination rigor: Independent director selected via third‑party search process, with Corporate Governance Committee oversight and interviews; supports board effectiveness and refreshment.
- Committee participation: No committee listing in the 2025 proxy for Ms. Dahl suggests early onboarding; absence from Audit/Compensation/Governance may limit direct influence on key oversight areas until assignments occur.
- Attendance and engagement: Board and committee attendance thresholds were met in 2024; given late‑year appointment, ongoing 2025 engagement should be monitored via future proxies.
- Investor confidence signals: Strong 2025 shareholder support for her election (38.32M “FOR” vs 37k “AGAINST”), and say‑on‑pay approval passed; indicates broad shareholder alignment with governance and compensation frameworks.
- Pay and alignment: 2024 pay mix was entirely equity ($90k RSUs; $0 cash) due to timing; Director Award Program emphasizes ongoing equity grants and optional cash-to-equity conversion, aligning director incentives with shareholder value.
- Conflicts and related-party exposure: No related-party transactions involving Ms. Dahl disclosed; EMCOR’s policies require Corporate Governance Committee review of any transaction ≥$120,000 with directors or related persons.
- Red flags: None identified in filings regarding legal proceedings, pledging/hedging, option repricings, or say‑on‑pay issues; continue monitoring Form 4 filings and future proxies for ownership changes or related‑party matters.