Pat Roche
EMCOR GroupAbout Pat Roche
Pat Roche, 62, was elected to EMCOR Group, Inc.’s Board of Directors on October 27, 2025. He is President and CEO of Moog Inc. and serves on Moog’s Board. He holds Bachelor and Master of Engineering degrees and an MBA from University College Cork, completed Harvard Business School’s Advanced Management Program, and is a Chartered Engineer and Fellow of Engineers Ireland . EMCOR’s Board has stock ownership, hedging, and governance policies applicable to directors; independence determinations follow NYSE standards and EMCOR’s categorical independence criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Moog Inc. | Executive Vice President & Chief Operating Officer | 2021–2023 | Operated enterprise-wide; positioned for CEO transition |
| Moog Inc. | Vice President; President, Industrial Systems Group | Not disclosed (prior roles) | Led industrial motion control segment |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Moog Inc. (NYSE: MOG.A/MOG.B) | President & CEO; Director | CEO since 2023; Director current | Strategic and operational leadership in precision motion and fluid controls |
Board Governance
- EMCOR’s Board met seven times in 2024; all directors met at least 75% attendance. Independent directors hold executive sessions led by the Lead Director (M. Kevin McEvoy). Committee charters cover Audit, Compensation, and Corporate Governance; all are composed solely of independent directors .
- Independence standards: EMCOR applies NYSE and SEC rules plus categorical standards; related-party transactions ≥$120,000 require Corporate Governance Committee approval and interested directors recuse .
- Stock ownership guidelines: Non-employee directors must reach 3× the annual cash retainer within five years; hedging and pledging of company stock are prohibited .
- Committee assignments for Pat Roche: Not yet disclosed (to be determined) .
Fixed Compensation
| Component | Amount / Detail | Notes |
|---|---|---|
| Annual cash retainer | $110,000 (payable quarterly) | Directors may elect to convert half ($55,000) to RSUs |
| Annual equity grant | RSUs with grant-date value $180,000 | Vests on director-selected 1–5 year schedule |
| Committee chair fees | Audit: $25,000 (from Jun 6, 2024); Compensation: $20,000; Governance: $20,000 | Prior levels through Jun 6, 2024: Audit $20k; Comp $15k; Gov $13k |
| Committee member fees | Audit: $7,000; Compensation: $6,000; Governance: $5,000 | Paid annually |
| Lead Independent Director fee | $30,000 through Jun 6, 2024; $50,000 thereafter | Additional to standard fees |
| Compensation cap | Non-employee director total pay capped at $425,000 per calendar year under the 2010 Plan | Governance review by Mercer confirmed upper-quartile positioning |
| Pat Roche – initial grant | Shares/Units | Fair Value | Grant Date |
|---|---|---|---|
| Prorated RSU award upon election | 158 | $119,266.30 (closing price-based) | Oct 27, 2025 |
Under EMCOR’s Director Award Program, directors elected between annual meetings receive an RSU grant equal to the prorated cash retainer until the next annual meeting; ongoing director pay follows the cash-and-equity structure above .
Performance Compensation
| Element | Terms | Metrics |
|---|---|---|
| Performance-based pay for directors | None disclosed; director equity grants are time-based RSUs | No TSR/financial metrics tied to director pay |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| Moog Inc. | CEO and Director | No EMCOR–Moog transactions disclosed; any future material dealings would be subject to EMCOR’s related-party review and independence standards |
Expertise & Qualifications
- Industrial operations leadership (CEO, COO) in precision motion/fluid controls; strategic and systems engineering background .
- Education: BE, MEngSc, MBA (University College Cork); HBS AMP; Chartered Engineer; Fellow of Engineers Ireland .
- Board skills alignment: EMCOR values finance/governance/executive/industry expertise and cybersecurity awareness across directors .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| RSUs granted (unvested) | 158 | Prorated director award upon election |
| Shares outstanding (EME) | 45,060,290 | Record date April 8, 2025 |
| Beneficial ownership (% of SO) | ~0.00035% (158 / 45,060,290) | Derived from disclosed RSUs and shares outstanding |
| Ownership guidelines | 3× annual cash retainer target within five years | New director compliance period applies |
| Hedging/pledging | Prohibited for directors | Alignment policy |
Fixed vs. Performance Compensation — Director Program Mix
| Category | Cash | Equity | Discretionary/Performance |
|---|---|---|---|
| EMCOR non-employee directors | $110,000 retainer; committee fees per role | $180,000 annual RSU grant | None for directors (time-based RSUs) |
Governance Assessment
- Strengths: Addition of a sitting industrial CEO brings deep operational experience, strategic discipline, and systems engineering credentials that can enhance oversight of EMCOR’s construction and services portfolio . EMCOR’s governance architecture (independence standards, related-party vetting, no hedging/pledging, director ownership guidelines) supports investor alignment and risk controls .
- Compensation alignment: Director pay balanced between cash and RSUs, with optional equity substitution for cash, fostering ownership and alignment; program positioned in upper quartile vs peers and subject to annual governance review .
- Watch items/RED FLAGS to monitor:
- Dual role as Moog CEO: independence could be impacted if material EMCOR–Moog commercial relationships emerge; EMCOR’s Corporate Governance Committee must review any related-party transactions ≥$120,000 and exclude interested directors from approvals .
- Committee workload and attendance: Roche joined late-2025; committee assignments and 2026 attendance should be tracked to ensure engagement benchmarks are met .
- Indemnification/change-of-control protections: Standard indemnification agreement with advanced expense rights and change-of-control provisions; appropriate, but investors should monitor consistency across directors and disclosure of any litigation triggers .
- Shareholder sentiment: EMCOR’s say‑on‑pay received >91% support in 2024, signaling broad approval of compensation governance; continued alignment is supportive for investor confidence .
Notes
- Committee assignments, attendance metrics, and director-specific independence determination for Pat Roche were not disclosed as of his election date; future proxy and committee roster updates will clarify these items .
- Director compensation items above reflect EMCOR’s program in effect during/after 2024; Roche’s initial grant was prorated, with ongoing pay expected to follow the standard program post–2026 annual meeting .