John Altmeyer
EMCOR GroupAbout John W. Altmeyer
Independent director at EMCOR Group, Inc. (EME), age 66; elected to EME’s Board on October 23, 2014 and currently serves as Chair of the Compensation and Personnel Committee . He is CEO of GAF (since January 2023) and previously Executive Chairman of GAF Commercial Roofing (Feb 2021–Jan 2023); earlier President & CEO of Carlisle Construction Materials (1997–Sep 2018), bringing deep construction materials and industrial leadership experience . EME’s Board has determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carlisle Construction Materials | President & CEO | 1997–Sep 2018 | Led a major construction materials division; industry knowledge relevant to EME |
| GAF Commercial Roofing | Executive Chairman | Feb 2021–Jan 2023 | Senior leadership in roofing; commercial segment expertise |
| Berkshire Hills Bancorp | Director | 2012–2015 | Prior public company board service |
| Tecta America | Director | Feb 2019–Feb 2021 | Board role at a roofing contractor |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| GAF | Chief Executive Officer | Jan 2023 | Largest roofing and waterproofing manufacturer in North America |
| Utz Brands, Inc. | Director | Jul 2020 | Current public company directorship |
Board Governance
- Committee assignments and chair roles: Chair, Compensation and Personnel Committee; members: Altmeyer (Chair), McEvoy, Schwarzwaelder . Personal characteristics table confirms committee chair designation .
- Independence status: EME Board has determined 8 of 9 directors are independent, including Altmeyer .
- Board meeting attendance: Board met 7 times; committees held 13 meetings; each director attended at least 75% of Board and committee meetings in 2024; all directors standing for re-election attended the 2024 annual stockholders’ meeting .
- Lead Independent Director: M. Kevin McEvoy; presides over executive sessions of independent directors .
- Executive sessions: Independent directors meet without management at regularly scheduled meetings .
- Years of service: Elected October 23, 2014 (tenure since 2014) .
- Stock ownership guidelines: Directors must own shares equal to 3x annual cash retainer (with five years to comply for new directors); currently all directors are in compliance .
- Related party oversight: Corporate governance policy requires pre-approval of related party transactions by the Governance Committee; directors complete annual questionnaires; no such transactions are approved if inconsistent with stockholder interests .
Fixed Compensation
2024 director cash and fee structure (EME, FY2024):
| Component | Amount | Detail |
|---|---|---|
| Base cash retainer (cash portion chosen) | $55,000 | Altmeyer elected to receive only half of the $110,000 annual cash retainer in cash |
| Base retainer in RSUs (fair value, recorded in Fees column) | $55,000 | 147 RSUs in lieu of half retainer; fair value included in “Fees Earned or Paid in Cash” |
| Compensation Committee Chair fees | $17,500 | $7,500 (Jan 1–Jun 6, 2024) and $10,000 (Jun 6–Dec 31, 2024) |
| Total fees reported (cash column) | $127,500 | Sum of cash retainer, RSU-in-lieu value, and chair fees |
| Total director compensation (cash + stock awards) | $307,500 | Includes $180,000 stock awards (below) |
Committee fee framework (Board-wide, changes in 2024): Chair fees increased mid-year to Audit $25,000 (from $20,000), Governance $20,000 (from $13,000), Compensation $20,000 (from $15,000); Lead Director fee increased to $50,000 (from $30,000) . Annual cash retainer is $110,000; directors may elect to take half in RSUs; quarterly payment .
Performance Compensation
Director equity grants (non-employee directors, FY2024):
| Grant Type | Units | Fair Value | Vesting Mechanics |
|---|---|---|---|
| Annual director RSUs | 480 | $180,000 | Director selects issuance date on 1st–5th anniversary of grant; aligns interests with stockholders |
| Additional RSUs (half-retainer election) | 147 | $55,000 | Granted due to election to take half retainer in RSUs; fair value recorded in Fees column |
Compensation Committee pay-for-performance oversight metrics (executive program context):
| Metric | 2024 Threshold | 2024 Target | 2024 Maximum | Notes |
|---|---|---|---|---|
| Adjusted EPS | $12.50 | $13.90 | $15.86 | Matrix determines payout; EPS excludes specified items |
| Cash Flow Ratio (Adj. positive operating cash flow / adj. operating income) | ≥20% | 70% illustrative | 100%+ | Matrix maps EPS and cash flow ratio to payout % |
| LTIP EPS Objective (2024–2026) | Min $25.80 | Target $43.00 | Max $51.00 | 50% cash component tied to 3-year EPS; 50% RSUs cliff vest after 3 years |
Governance signals: Mercer advises the Compensation Committee; Board and committees annually assess charters and effectiveness; conflict-of-interest safeguards for consultants deemed sufficient; no conflicts found .
Other Directorships & Interlocks
| Company | Role | Public/Private | Tenure | Interlock/Conflict Notes |
|---|---|---|---|---|
| Utz Brands, Inc. | Director | Public | Since Jul 2020 | Current external public company board |
| Berkshire Hills Bancorp | Director | Public | 2012–2015 | Prior public company board |
| Tecta America | Director | Private | Feb 2019–Feb 2021 | Prior private company board |
Compensation Committee interlocks and insider participation: No member of the Compensation Committee (including Altmeyer) was an officer/employee of EME, a former officer, or had relationships requiring disclosure under Item 404 in 2024 . This reduces risk of interlocks affecting executive pay decisions.
Expertise & Qualifications
- Skills matrix indicates Altmeyer brings finance/accounting, executive leadership, construction/industrial industry experience, and public company experience to the Board .
- Biography highlights senior leadership across roofing and construction materials, relevant to EME’s end markets .
Equity Ownership
| Ownership Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership | 35,615 shares | As of April 8, 2025; includes RSUs deemed beneficially owned under Rule 13d-3 |
| RSUs included in beneficial ownership | 12,842 shares | Shares issuable upon vesting under Director Award Program |
| Shares outstanding (for reference) | 45,060,290 | As of April 8, 2025 (record date) |
| Ownership as % of shares outstanding | ~0.079% | 35,615 / 45,060,290 derived from disclosed counts |
| Stock ownership guideline compliance | In compliance | Directors must hold ≥3x annual cash retainer; all directors compliant |
| Hedging/Pledging | Prohibited | Directors prohibited from hedging or pledging EME securities |
Section 16 compliance: Only late filings disclosed were for a company controller due to administrative error; no late filings noted for Altmeyer .
Governance Assessment
- Board effectiveness: Independent director, active committee chair (Compensation), and at least 75% attendance in 2024 meetings; independent directors meet in executive session; Lead Independent Director structure in place .
- Pay oversight quality: Compensation Committee uses objective financial metrics (Adjusted EPS and cash flow ratio) and a structured LTIP; Mercer engaged with explicit safeguards; no consultant conflicts identified .
- Alignment: Annual director RSUs ($180k) and option to take half retainer in RSUs further align incentives; director ownership guidelines in force and met; hedging/pledging prohibited .
- Shareholder signals: 2024 say-on-pay received over 91% support, indicating broad investor approval of compensation practices overseen by the committee .
- Compensation structure changes: Committee chair and Lead Director fees increased mid-2024 to market levels; equity portion for directors raised to $180k per Mercer benchmarking; total director compensation capped at $425k per plan, constraining pay inflation risk .
- Conflicts/Related parties: Governance policy requires review and pre-approval of related party transactions; directors annually certify; Compensation Committee members (including Altmeyer) had no Item 404 relationships in 2024; no pledging permitted .
- Watchpoints: Altmeyer is CEO of GAF (roofing manufacturer) while EME provides specialty contracting services; no related-party transactions disclosed, but governance policy and independence determinations mitigate risk—continue monitoring for any transactions requiring Corporate Governance Committee review .