Anthony Guzzi
EMCOR GroupAbout Anthony Guzzi
Anthony J. Guzzi, age 60, is EMCOR Group’s Chairman of the Board (since June 1, 2018), President (since October 2004), and Chief Executive Officer (since January 3, 2011); he previously served as COO from 2004–2011 and was elected to the Board on December 15, 2009 . Under his leadership, EMCOR delivered record Q3 2025 revenue of $4.30B (+16.4% YoY) and diluted EPS of $6.57, with nine-month 2025 revenue up 15.5% and operating margin >9% . Pay-versus-performance data show strong multi-year value creation: the value of a fixed $100 investment reached $536.95 by 2024, with adjusted EPS of $21.54, outperforming the peer group TSR benchmark .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EMCOR Group, Inc. | Chairman of the Board | 2018–present | Sets board agenda with Lead Director; governance leadership |
| EMCOR Group, Inc. | Chief Executive Officer | 2011–present | Long-term strategic vision and execution across diversified sectors |
| EMCOR Group, Inc. | President | 2004–present | Operational leadership since joining EMCOR |
| EMCOR Group, Inc. | Chief Operating Officer | 2004–2011 | Operational oversight and integration during growth phase |
| Carrier Corporation | President, North American Distribution & Aftermarket Division | 2001–2004 | Led distribution and aftermarket strategy in HVAC/refrigeration |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hubbell International, Inc. | Lead Director | Not disclosed | Board governance and oversight at a public industrial peer |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $1,200,000 | $1,235,000 | $1,275,000 |
| All Other Compensation ($) | $147,824 | $159,271 | $175,376 |
- Perquisites 2024: term life insurance premium $14,110; tax gross-up on certain perquisites $48,117; 401(k) matching $21,321; Voluntary Deferral Plan company credits $50,220; auto allowance, club dues, excess liability insurance; ticket benefits .
- CEO pay ratio: 212.1x (2024; median employee $65,828; CEO total $13,959,058) .
Performance Compensation
| Program | Metric | Target | Actual | Payout | Vesting/Payment |
|---|---|---|---|---|---|
| Annual Incentive Program (2024) | Adjusted EPS threshold/target | Threshold $12.50; Target $13.90 | $21.54 (2024) | Max achieved; actual cash award $3,825,000 (paid Mar-2025) | Cash; no equity vesting |
| Annual Incentive Program (2024) | Cash Flow Ratio threshold | 20% minimum; matrix up to 120% | ~105% (2024) | Max achieved within matrix | Cash |
| LTIP Cash (2022–2024) | 3-yr EPS objective | $23.35 | $43.03 (184.3% of objective) | 200% of LTIP Cash Target Bonus; CEO received $5,287,500 (paid Mar-2025) | Cash |
| LTIP RSUs (2024 grant) | RSUs granted | 15,961 units | — | Grant-date FV $3,396,182 | Time-based cliff vest on Jan 2, 2027 |
- AIP metrics are adjusted to exclude specified items; Compensation Committee waived negative discretion for 2024, enabling full matrix payout based on financials (no additional personal-goal award) .
- LTIP 2024–2026 objective set at $43.00 EPS (max $51.00), with CEO’s LTIP multiplier at 550% for award sizing; cash payout ranges from threshold to 200% of LTIP Cash Target Bonus based on EPS performance .
Equity Ownership & Alignment
| Beneficial Ownership (as of Apr 8, 2025) | Shares | % of Outstanding |
|---|---|---|
| Anthony J. Guzzi | 215,965 (incl. 42,008 shares issuable from RSUs) | <1% |
| Unvested RSUs (12/31/2024) | Units | Vest Date |
|---|---|---|
| LTIP RSUs (Jan 2023 grant + dividends) | 18,322 | Jan 3, 2026 |
| LTIP RSUs (Jan 2024 grant + dividends) | 16,003 | Jan 2, 2027 |
| LTIP RSUs (Jan 2022 grant + dividends) | 20,984 (vested Jan 3, 2025) | Jan 3, 2025 |
| Stock Vested in FY 2024 | Shares | Value |
|---|---|---|
| Anthony J. Guzzi | 26,359 | $5,608,668 |
- Ownership guidelines: CEO required to hold shares equal in value to 5x base salary; all directors and executive officers are in compliance .
- Hedging and pledging: prohibited for directors and named executive officers .
Employment Terms
- Severance: if terminated without cause or for good reason, 2x base salary paid in eight installments; prorated annual incentive awards; 18 months medical/dental, 12 months life/AD&D coverage; no severance if for cause or voluntary resignation without good reason .
- Definitions: “Cause” includes willful malfeasance, material breach uncured in 60 days, felony conviction; “Good reason” includes salary reduction, unpaid earned compensation, failure to assume agreement by successor, termination of indemnity; for CEO, also reduction of authority/duties or removal not for cause/disability .
- Non-compete: 2 years in any U.S. state where EMCOR operates; exceptions for passive holdings; can waive non-compete by waiving severance .
- Non-solicit: 1 year customer/ supplier non-solicit and employee no-hire/no-poach .
- Change-of-control (double trigger): enhanced severance; CEO has excise tax gross-up under legacy agreement (2004); others do not .
| Change-of-Control Economics (termination on 12/31/2024) | Amount |
|---|---|
| Cash payment under CoC agreement | $16,452,743 |
| Cash equivalent of accelerated RSU vesting | $25,104,755 |
| Accelerated LTIP cash (incl. 2022–2024 period) | $11,383,750 |
| Voluntary Deferral Plan account | $1,710,620 |
| Benefits continuation | $168,407 |
| Outplacement | $54,000 |
| Compensation for additional taxation (excise gross-up) | Not quantified in table |
| Total | $54,874,275 |
- Clawback: executive compensation recoupment policy compliant with Rule 10D-1/NYSE Section 303A.14 .
- Deferred compensation: 2024 executive deferral $51,000; company credits $50,220; aggregate balance $1,710,620 .
Board Governance & Director Service
- Board structure: CEO is Chair; not independent; independent Lead Director (M. Kevin McEvoy) presides executive sessions, co-sets agenda, leads CEO review/succession .
- Meetings: Board met 7 times in 2024; committees met 13 times; all directors attended ≥75% of applicable meetings; directors are expected to attend annual meeting .
- Committees: Audit (Lowe-Chair, McEvoy, Reid); Compensation (Altmeyer-Chair, McEvoy, Schwarzwaelder); Governance (Walker-Lee-Chair, Johnson, McEvoy) — all independent .
- Director compensation: as an employee director, Mr. Guzzi received no additional board compensation .
- Stockholder rights: majority voting for directors; 25% threshold to call special meetings .
Compensation Peer Group & Say-on-Pay
- Comparator companies used by Mercer for benchmarking include ABM, AECOM, APi Group, Comfort Systems, Dycom, Flowserve, Fluor, Jacobs, KBR, Lennox, MasTec, Owens Corning, Quanta, Tetra Tech, Trane Technologies, United Rentals, Watsco, WESCO .
- Say-on-Pay: 2024 support exceeded 91% of votes cast “For” or “Against” .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (Value of $100) | $106.47 | $148.99 | $174.03 | $254.14 | $536.95 |
| Peer Group TSR (S&P 400 Capital Goods) | $119.84 | $153.00 | $137.67 | $189.57 | $218.59 |
| Net Income ($) | $132,943,000 | $383,532,000 | $406,122,000 | $632,994,000 | $1,007,145,000 |
| Adjusted EPS ($) | $6.40 | $7.04 | $8.12 | $13.37 | $21.54 |
- Q3 2025: record RPOs $12.61B (+29% YoY); narrowed FY25 guidance to revenue $16.7–$16.8B and non-GAAP EPS $25.00–$25.75 .
Compensation Structure Analysis
- Equity-heavy, at-risk pay: 2024 targeted mix yielded 67–72% of total target compensation forfeitable; equity 33–59% of total; non-equity targeted incentive 26–52% of total across NEOs, indicating strong alignment and retention emphasis .
- Shift to RSUs and multi-year cash performance: LTIP combines time-based RSUs with 3-year EPS cash awards; annual AIP capped (CEO max 300% of salary), using adjusted EPS and cash flow quality metrics linked to external guidance .
- Consultant oversight: Mercer advises on competitiveness and design; committees concluded no conflicts under SEC/NYSE standards .
Risk Indicators & Red Flags
- Excise tax gross-up under change-of-control for CEO (legacy 2004 agreement) — shareholder-unfriendly; not applicable to other NEOs .
- Tax gross-ups on perquisites (e.g., club dues, auto allowance) — increases fixed costs and may dilute pay discipline .
- Insider selling pressure: large RSU vest events (e.g., 26,359 shares vested in 2024; 20,984 RSUs vested Jan 3, 2025), and upcoming vest dates in 2026 and 2027 could create periodic supply .
- Hedging/pledging prohibited; robust clawback policy — mitigates alignment risks .
- Governance mitigation of dual role: independent Lead Director and executive sessions offset CEO/Chair combination .
Investment Implications
- High pay-for-performance alignment: 2024 AIP max payout and 2022–2024 LTIP 200% payout were driven by outsized adjusted EPS and strong cash flow ratio, indicating direct linkage of cash incentives to multiyear performance; expect continued LTIP sensitivity to 2024–2026 EPS trajectory .
- Retention is strong: substantial unvested RSUs with cliff vesting (2026–2027) and multi-year LTIP cash create meaningful holding risk, while CoC protections further anchor tenure; monitor vest calendars for potential selling pressure .
- Governance watch items: CEO/Chair dual-role mitigated by Lead Director; excise tax gross-up and perquisite tax gross-ups are shareholder-unfriendly features to track in future proxy reforms; say-on-pay support (91% in 2024) suggests investor acceptance of the structure .
- Operational momentum supports incentives: record RPOs and narrowed FY25 EPS guidance provide a constructive backdrop for near-term performance compensation outcomes; positive for sentiment but monitor mix shift and margins across segments .