Jason Nalbandian
EMCOR GroupAbout Jason Nalbandian
Jason R. Nalbandian is Senior Vice President, Chief Financial Officer (since April 1, 2024) and Chief Accounting Officer of EMCOR Group, Inc. (EME); he was appointed CFO at age 36, and retains his CAO responsibilities . He is a CPA with bachelor’s and master’s degrees in accounting from Fairfield University; prior to EMCOR he worked in Ernst & Young’s assurance practice . Nalbandian joined EMCOR in May 2014 and progressed through Director of Accounting & Analysis, Assistant Controller, Controller, and CAO roles before becoming CFO, giving him 11+ years of company tenure and deep internal execution experience . Operationally, EMCOR delivered strong growth under his finance leadership: Q3 2025 revenues grew 16.4% to $4.3B with operating income of $405.7M and diluted EPS of $6.57; year-to-date 2025 revenue growth was 15.5% with operating margin expansion, and 2024 adjusted EPS was $21.54 supporting maximum annual incentive payouts company-wide .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EMCOR Group, Inc. | Senior Vice President | Jan 2023 – present | Built a “world-class financial team”; tasked to improve acquisition integration and investor relations capabilities . |
| EMCOR Group, Inc. | Chief Financial Officer | Apr 1, 2024 – present | Realigned staff functions; finance leadership for guidance, capital allocation, and segment performance . |
| EMCOR Group, Inc. | Chief Accounting Officer | Jan 2022 – present | Oversight of accounting, reporting, controls; maintained CAO role alongside CFO . |
| EMCOR Group, Inc. | Controller | Feb 2019 – Jan 2022 | Led controllership; strengthened financial foundation . |
| EMCOR Group, Inc. | Assistant Controller | Jan 2017 – Feb 2019 | Supported scaling of finance and shared services . |
| EMCOR Group, Inc. | Director of Accounting & Analysis | May 2014 – Jan 2017 | Built analytics capabilities and disciplined capital management processes . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young LLP | Assurance practice | Not disclosed | CPA audit background; foundational technical accounting expertise . |
Fixed Compensation
Multi-year compensation for Jason R. Nalbandian (named executive officer):
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | 310,000 | 360,000 | 555,000 |
| Stock Awards (grant-date fair value) | 144,936 | 878,692 | 2,582,530 |
| Non-Equity Incentive Plan Compensation | 749,188 | 1,100,000 | 1,400,000 |
| All Other Compensation | 716 | 103,554 | 96,188 |
| Total | 1,204,840 | 2,442,246 | 4,633,718 |
2024 Annual Incentive Program targets and actuals:
- Target bonus amount: $555,000 (granted Feb 27, 2024) .
- Actual annual incentive paid in March 2025: $1,110,000 (maximum based on 2024 performance) .
- LTIP cash payout for 2022–2024 measurement period paid March 2025: $290,000 .
- 2024 All Other Compensation included 401(k) match $21,321, life insurance premium $2,407, and tax reimbursements on perquisites $32,275 .
Performance Compensation
Annual Incentive Program (AIP) – 2024
| Metric | Weighting | Target/Threshold | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted Diluted EPS | Not disclosed | >$12.50 threshold; Matrix calibrated with EPS levels (e.g., $13.90) | $21.54 | Maximum potential incentive achieved on financial metrics; Nalbandian received $1,110,000 AIP cash | Cash paid March 2025 |
| Cash Flow Ratio (Adj. operating cash flow / adj. operating income) | Not disclosed | ≥20% threshold | ~105% | Supports maximum payout per Matrix | Cash paid March 2025 |
| Personal Goals & Objectives | Not disclosed | Not disclosed | Achieved for 2024 | Included in final AIP determination | Cash |
Long Term Incentive Plan (LTIP) – Cash Performance Awards
| Measurement Period | Metric | Target | Actual | Payout | Payment Timing |
|---|---|---|---|---|---|
| 2022–2024 | EPS (multi-year) | $23.35 EPS objective | $43.03 (184.3% of target) | 200% of LTIP Cash Target Bonus (Nalbandian) | Paid March 2025; Nalbandian’s portion $290,000 |
| 2024–2026 | EPS (multi-year) | Company-set objective (not disclosed) | In-progress | LTIP Cash Target Bonus set for Nalbandian with Multiplier 200% | To be paid in 2027 (subject to performance) |
Long Term Incentive Plan – Equity Awards (time-based RSUs)
| Grant Date | Type | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Jan 2, 2024 | LTIP RSUs | 2,608 | 554,930 | Eligible to vest Jan 2, 2027 |
| Dec 29, 2023 | Special RSUs (Retention) | 3,000 | Not disclosed | Cliff vest Dec 29, 2026; pro-rata vest on without-cause/good reason disability; full vest on death/change of control |
| Jun 6, 2024 | Special RSUs (Retention) | 2,500 | 935,625 | Cliff vest Jun 6, 2027; same trigger terms as above |
| Oct 29, 2024 | Special RSUs (Retention) | 2,500 | 1,091,975 | Cliff vest Oct 29, 2027; same trigger terms as above |
| Jan 3, 2023 | LTIP RSUs | 1,574 (outstanding at 12/31/24) | Market value $714,439 at $453.90 | Eligible to vest Jan 3, 2026 |
| Jan 3, 2022 | LTIP RSUs | 1,146 (outstanding at 12/31/24) | Market value $520,169 at $453.90 | Vested Jan 3, 2025 |
Notes:
- Dividend equivalent RSUs accrue on unvested awards tied to cash dividends and vest with the underlying RSUs .
- Nalbandian and all named executive officers held no options in FY 2024 .
Equity Ownership & Alignment
- Beneficial ownership: Nalbandian held 18,919 shares as of April 8, 2025; includes 13,564 shares issuable upon RSU vesting subject to continued employment; percent ownership “<1%” .
- Stock ownership guidelines: Named executive officers must hold shares valued at 3× base salary (measured by higher of grant-date value or measurement-date value); all directors and executive officers are currently compliant .
- Hedging/pledging prohibition: Directors and named executive officers may not hedge or pledge EMCOR securities or hold them in margin accounts .
- Clawback: Executive Compensation Recoupment Policy pursuant to Rule 10D-1/NYSE Section 303A.14 applies to incentive-based compensation over the prior three completed fiscal years if financial statements are restated .
Outstanding and unvested awards at FY 2024 year-end (market value at $453.90/share):
| Award Cohort | Shares Unvested | Market Value ($) | Vest Date |
|---|---|---|---|
| LTIP RSUs (2023 grant) | 1,574 | 714,439 | Jan 3, 2026 |
| LTIP RSUs (2024 grant) | 2,613 | 1,186,041 | Jan 2, 2027 |
| Special RSUs (Dec 2023) | 3,007 | 1,364,877 | Dec 29, 2026 |
| Special RSUs (Jun 2024) | 2,502 | 1,135,658 | Jun 6, 2027 |
| Special RSUs (Oct 2024) | 2,500 | 1,134,750 | Oct 29, 2027 |
Employment Terms
Severance Agreement (May 2024 for Nalbandian):
- Without cause / good reason: 2× annual base salary paid in eight installments; pro-rata annual incentive for year of termination; continued medical/dental/hospitalization for 18 months, life/AD&D for 12 months .
- Non-compete: Two-year prohibition on competing in any U.S. state where EMCOR operates; waived if severance benefits are waived; exceptions for passive holdings ≤2% and incidental competitive activities ≤20% of revenues where executive is not involved .
- Non-solicit: One year post-termination (customers, suppliers; employee hiring/solicitation) .
- Disability/death payments: Lump sums of unpaid and prorated incentive awards per terms; insurance benefits in disability .
- No options; LTIP RSUs vest pro-rata or in full upon qualifying termination events per LTIP rules .
Change-of-Control Agreement (May 2024 for Nalbandian):
- Double trigger within two years post-CoC: 3× (base salary + higher of prior-year annual incentive or average of last 3 years’ annual incentive) plus 3-year benefits continuation and outplacement; pro-rata annual incentive for year of CoC; no excise tax gross-up for Nalbandian (Guzzi has legacy gross-up) .
- Estimated CoC benefits as of 12/31/2024 (illustrative): Cash severance $4,945,000; accelerated RSU value $6,055,934; LTIP acceleration $1,077,500; benefits continuation $104,572; outplacement $54,000; total $12,237,006 .
Potential post-employment payouts (severance scenarios as of 12/31/2024):
| Scenario | Cash under Severance Agreement | Accelerated RSUs ($) | LTIP Cash ($) | VDP Account ($) | Benefits Continuation ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination Without Cause / Good Reason | 1,665,000 | 3,228,137 | 630,000 | — | 47,708 | 5,570,845 |
| Death | 693,750 | 6,055,934 | 630,000 | — | — | 7,379,684 |
| Disability | Not fully shown in excerpt | Not disclosed | Not disclosed | — | Not disclosed | Not disclosed |
Investment Implications
- Strong pay-for-performance linkage: AIP is driven by adjusted EPS and cash flow ratio with explicit thresholds, and 2024 metrics delivered maximum payouts; LTIP cash awards use 3-year EPS targets and paid at 200% of target for 2022–2024, reflecting disciplined execution and cash generation .
- Retention design with cliff vesting: Special RSUs of 3,000 (Dec 2023), 2,500 (Jun 2024), and 2,500 (Oct 2024) have 2026–2027 cliff vest dates and pro-rata/full-vest triggers on certain terminations/change-of-control, explicitly intended to retain Nalbandian in his expanded role as CFO .
- Alignment safeguards: 3× salary stock ownership guideline, clawback policy, and strict hedging/pledging prohibitions enhance alignment and mitigate risk of misaligned incentives .
- Severance economics and CoC structure: Double-trigger CoC agreement without excise tax gross-up (for Nalbandian) limits shareholder-unfriendly costs; however, accelerated RSU and LTIP cash values at CoC are material and should be considered in event-driven scenarios .
- Monitoring catalysts: Upcoming vesting dates (Dec 29, 2026; Jan 3, 2026; Jan 2, 2027; Jun 6, 2027; Oct 29, 2027) may drive Form 4 activity and influence insider selling pressure; note the company’s no-hedging/pledging policy and lack of options outstanding for named executive officers .