Kevin McEvoy
EMCOR GroupAbout M. Kevin McEvoy
Independent Lead Director of EMCOR Group, Inc. (EME); age 74; elected to EME’s Board on June 2, 2016 and appointed Lead Independent Director on June 1, 2018. Former CEO (2011–2017) and COO (2010–2011) of Oceaneering International; currently Chairman of Oceaneering’s Board since February 2023. Holds a CERT Certificate in Cybersecurity Oversight (Carnegie Mellon SEI/NACD) and is a Vietnam-era U.S. Navy veteran. Committees: Audit, Compensation & Personnel, and Corporate Governance; designated audit committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oceaneering International, Inc. | Chairman of the Board | Feb 2023–present | Oversight across defense, robotics, aerospace; NYSE-listed; broad operations experience |
| Oceaneering International, Inc. | Chief Executive Officer | 2011–2017 | Led a global engineered services provider to offshore oil & gas; international postings |
| Oceaneering International, Inc. | EVP & Chief Operating Officer | 2010–2011 | Operations management across segments |
| U.S. Navy | Officer (diving, salvage, submarine rescue) | 1972–1976 | Veteran; technical operations background |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Oceaneering International, Inc. | Chairman of the Board | Feb 2023–present | Public company board leadership; no EME-related party transactions disclosed |
Board Governance
- Independence: Board determined McEvoy is independent; eight of nine directors are independent. He presides at executive sessions of independent directors as Lead Director.
- Committee assignments: Audit (member; audit committee financial expert), Compensation & Personnel (member; signatory to Committee report), Corporate Governance (member).
- Lead Director responsibilities: Approves agendas; liaises between Chair and independent directors; leads CEO performance review and succession; guides annual Board self-evaluation; available for shareholder engagement.
- Attendance: Board met 7 times; committees met 13 times in 2024; all directors attended ≥75% of meetings and the 2024 Annual Meeting.
- Governance policies: Majority voting with contingent resignation; retirement age 76; 20-year term limit (waivable).
Fixed Compensation
| Year | Cash Retainer ($) | Lead Director Fees ($) | Committee Fees ($) | Total Cash ($) | Equity RSUs ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 110,000 | 40,000 (15,000 Jan–Jun; 25,000 Jun–Dec) | 18,000 (Comp 6,000; Audit 7,000; Gov 5,000) | 168,000 | 180,000 | 348,000 |
| 2023 | 110,000 | 30,000 | 18,000 (Comp 6,000; Audit 7,000; Gov 5,000) | 158,000 | 170,000 | 328,000 |
- Director equity program: Annual RSU grant at election; vesting on director-selected anniversary (1–5 years). Equity portion increased from $170,000 to $180,000 in 2024 to align with comparator companies; Director total annual compensation capped at $425,000.
Performance Compensation
| Element | Metric(s) | Target/Structure | Vesting | Notes |
|---|---|---|---|---|
| Annual Director RSUs (2024) | None (time-based) | $180,000 grant value | Director-selected anniversary (1–5 years) | Equity alignment; no performance conditions |
| Annual Director RSUs (2023) | None (time-based) | 963 RSUs (=$170,000 at grant) | Director-selected anniversary (1–5 years) | Some chairs elected partial cash-to-RSU swap |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Oceaneering International, Inc. (NYSE:OII) | Oilfield services/engineered products | Chairman | No related-party transactions with EME disclosed; EME’s related-party policy requires Corporate Governance Committee oversight and pre-approval; none reported involving McEvoy. |
Expertise & Qualifications
- Executive leadership and operations expertise from CEO/COO roles at Oceaneering; international operations experience (UK exposure aligns with EME footprint).
- Cybersecurity oversight credentials (CERT); EME Audit Committee oversees cybersecurity and climate-related risk.
- Governance and compensation oversight (member, Compensation & Personnel; Corporate Governance); audit financial expert designation.
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Components/Notes |
|---|---|---|---|
| M. Kevin McEvoy | 13,658 | ~0.03% (13,658 / 45,060,290) | Includes 480 shares issuable from director RSUs |
- Ownership guidelines: Directors must hold ≥3x annual cash retainer; all directors and executive officers are currently in compliance.
- Hedging/pledging: Prohibited for directors and named executives; no margin accounts or pledging allowed.
Governance Assessment
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Strengths
- Independent Lead Director with clear, robust responsibilities; active role in agendas, CEO evaluation, and Board assessments.
- Broad committee engagement (Audit/Comp/Governance) with audit financial expert designation; enhances board effectiveness on risk and oversight.
- Attendance and engagement appropriate; independent executive sessions chaired by McEvoy.
- Director pay structure mixes cash and time-based RSUs, aligning with shareholder value; equity portion benchmarked and adjusted via Mercer; total comp capped.
-
Potential watch items
- Mercer provides services to both Compensation and Governance Committees and to management affiliates; committees concluded no conflicts under NYSE/SEC standards, but multi-role consultants warrant periodic reassessment.
- Chair/Lead Director fee increases mid-year (Lead fee to $50k annualized) raised cash compensation modestly; ensure equity remains a meaningful portion of director pay.
-
Conflicts/Related-party exposure
- No Item 404 related-party relationships or Compensation Committee interlocks requiring disclosure for McEvoy in 2024.
- Company policy requires pre-approval of related-party transactions ≥$120,000; no McEvoy-related transactions disclosed.
-
Shareholder sentiment
- Say-on-Pay 2024 approval >91%, signaling investor support for compensation governance framework.
RED FLAGS: None disclosed for hedging/pledging, related-party transactions, low attendance, or director-specific pay anomalies. Continued monitoring of consultant independence and external board commitments recommended.