Carol Lowe
EMCOR GroupAbout Carol P. Lowe
Carol P. Lowe (age 59) is an independent director of EMCOR Group, Inc. (EME) and Chair of the Board’s Audit Committee. She was elected to the EMCOR Board on June 1, 2017. A CPA and former Fortune 500 CFO, Lowe brings deep finance, accounting, operations, and cybersecurity oversight expertise gained from senior roles at FLIR Systems, Sealed Air, and Carlisle Companies. She is identified by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FLIR Systems, Inc. | Executive Vice President & Chief Financial Officer | Nov 2017 – Jun 2021 | Oversaw cybersecurity initiatives; strengthened finance governance |
| Sealed Air Corporation | Senior Vice President & Chief Financial Officer | Jun 2012 – Oct 2017 | Global finance leadership across >60 countries |
| Carlisle Companies Incorporated | President, Carlisle Food Service Products; President, Trail King Industries; VP & Chief Financial Officer | Jan 2002 – Jun 2012 | Multi-division P&L and CFO experience |
External Roles
| Company | Role | Committee(s) | Notes |
|---|---|---|---|
| Arrow Electronics, Inc. (public) | Director | Audit Committee member | Technology solutions distributor; public company |
| Novolex (private) | Director | Audit Committee member | Packaging company (private) |
| Duravant LLC (private) | Director | Audit Committee member | Engineered equipment for food/packaging/material handling (private) |
Board Governance
- Independence: EMCOR’s Board determined Lowe is independent under NYSE rules; eight of nine directors are independent.
- Committee Assignments: Audit Committee Chair; committee members are Carol P. Lowe (Chair), M. Kevin McEvoy, and William P. Reid. The Audit Committee met five times in 2024, and all members are designated “audit committee financial experts.”
- Audit Committee Mandate: Oversees external audit (EY), audit fees/scope, financial reporting, internal controls, risk management (including cybersecurity and climate-related risks), and share repurchase oversight. Provides quarterly cybersecurity updates to the committee.
- Attendance & Engagement: In 2024, the Board met seven times and committees met 13 times; each director attended at least 75% of their meetings. Directors standing for re‑election attended the 2024 Annual Meeting.
- Executive Sessions: Independent directors meet in executive sessions at regularly scheduled Board meetings, led by the independent Lead Director.
- Governance Policies: Majority voting with contingent resignations; director retirement age (76) and term limit (20 years); proxy access (3% for 3 years, up to 25% of Board); stockholder right to call special meetings (25% threshold).
Fixed Compensation (Director)
| Component | Amount | Period/Notes |
|---|---|---|
| Annual Cash Retainer | $110,000 | Payable quarterly; directors may elect to take 50% in RSUs |
| Audit Committee Chair Fee | $20,000 through Jun 6, 2024; then $25,000 | Increased mid‑year per Mercer review |
| Committee Member Fees | Audit $7,000; Governance $5,000; Compensation $6,000 | Annual member fees |
| Lowe – FY2024 Fees Earned (Cash column) | $132,500 | Includes $55,000 of RSUs elected in lieu of cash (recorded in cash column per program footnote) + cash component and chair fees |
Director Compensation for FY2024 (EME table): Carol P. Lowe received $132,500 (Fees Earned or Paid in Cash) and $180,000 (Stock Awards), total $312,500.
Performance Compensation (Director)
- Structure: Non‑employee directors receive time‑based RSUs; no options or performance share units and no disclosed performance metrics tied to director equity awards.
- Annual RSU grant mechanics: At re‑election (June 6, 2024), each non‑employee director received RSUs valued at $180,000 (480 RSUs) with settlement date chosen on the 1st–5th anniversary of grant. Directors may elect to receive one‑half of the cash retainer in additional RSUs (Lowe elected 50%, receiving 147 RSUs valued at $55,000).
| Grant Date | RSUs | Grant Date Fair Value | Vesting/Settlement Terms |
|---|---|---|---|
| Jun 6, 2024 | 480 | $180,000 | Settles on chosen 1st–5th anniversary date |
| Jun 6, 2024 (cash retainer election) | 147 | $55,000 | Same settlement mechanics as annual RSU grant |
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Consideration |
|---|---|---|
| Arrow Electronics | None disclosed with EMCOR customers/suppliers | EMCOR’s Corporate Governance Committee evaluates other commitments and conflicts; no related‑party transaction involving Lowe is disclosed in the proxy. |
EMCOR’s related‑party policy requires advance Corporate Governance Committee approval for transactions ≥$120,000 involving directors or their immediate families; conflicted directors are recused. Annual questionnaires confirm relationships.
Expertise & Qualifications
- CPA; Fortune 500 CFO experience; extensive corporate governance and operational management background (Sealed Air, FLIR, Carlisle).
- Cybersecurity oversight experience (FLIR), complementing EMCOR’s Board risk oversight in cybersecurity and climate.
- Identified skills: Finance/Accounting, Executive Leadership, Corporate Governance, Industry experience, Public company board service, Cybersecurity.
Equity Ownership
| Holder | Beneficial Ownership (Apr 8, 2025) | Percent of Outstanding | Notes |
|---|---|---|---|
| Carol P. Lowe | 17,437 shares | <1% | Includes 4,009 shares issuable from RSUs; Board states all directors/executives comply with stock ownership guidelines (3x annual cash retainer for directors). No hedging or pledging allowed. |
As of Dec 31, 2024, director RSU holdings: Lowe held 4,008 RSUs outstanding.
Insider Trades (Form 4)
| Date | Type | Shares | Price | Source |
|---|---|---|---|---|
| Jun 6, 2024 | Sale | 1,245 | N/A disclosed in source | |
| Jun 13, 2022 | Sale | 1,975 | $102.55 |
Additional SEC EDGAR indices confirming Form 4 filings for Lowe/EME:
Governance Assessment
- Strengths
- Independent Audit Chair and audit financial expert designation; robust risk oversight remit including cybersecurity and climate risks.
- Strong ownership alignment: directors subject to 3x retainer stock ownership guideline; Board reports full compliance; hedging and pledging prohibited.
- Active engagement: Board and committee meeting cadence; minimum 75% attendance met; independent director executive sessions.
- Transparent director pay program: market‑reviewed by Mercer; equity retainer raised to $180k and chair fees increased to reflect responsibilities; total director compensation capped at $425k per year under the incentive plan.
- Watchpoints
- Multi‑company audit committee service implies meaningful time commitments; Corporate Governance Committee vetting of other commitments mitigates risk but investors may monitor workload during peak audit cycles.
- Small opportunistic sales (2022, 2024) are not uncommon for directors but should be contextualized versus ownership levels and guideline compliance; no pledging/hedging permitted by policy.
- Signals
- Strong Say‑on‑Pay support (91% “For” in 2024) indicates investor confidence in EMCOR’s pay practices and governance oversight environment.
- Audit Committee reports (2024 and 2025) signed by Lowe reflect consistent oversight of auditor independence and financial reporting integrity.
Appendices and Sources
- Board composition, independence, and governance policies:
- Audit Committee composition/mandate/meeting frequency and expert designation:
- Director compensation table and program details:
- Beneficial ownership (directors/executives):
- Biography and external boards:
- Attendance and Annual Meeting participation:
- Related‑party policy and annual questionnaires:
- Say‑on‑Pay voting result:
- Insider trades (third‑party trackers and EDGAR indices):