Kevin McEvoy - Lead Independent Director | EMCOR Group (EME) Executive Profile & Compensation

About 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

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.