Ronald Johnson
EMCOR GroupAbout Ronald L. Johnson
Ronald L. Johnson (Age 70) is an independent director of EMCOR Group, elected to the Board on February 23, 2021. He is currently Chief of Staff and Senior Vice President for Strategic Initiatives and Professor of the Practice at Georgia Tech’s School of Industrial and Systems Engineering; previously Managing Director/CEO of the Tennenbaum Institute, SVP of Referee Operations at the NBA, and a U.S. Army Major General (Deputy Commanding General/Deputy Chief of Engineers) overseeing 70,000 engineering soldiers and 181 installations, including IT security systems . His background brings facilities engineering, government-sector experience, and cybersecurity leadership to EMCOR . He is classified as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgia Institute of Technology (GT) | Chief of Staff & SVP Strategic Initiatives; Professor of the Practice (Industrial & Systems Engineering); prior Faculty Leadership Fellow and Diversity & Inclusion Fellow; Faculty Senate | Professor: since 2014; Chief of Staff/SVP: current | Teaches design, probability & statistics, career development; senior leadership roles in academic administration |
| Tennenbaum Institute of Enterprise Transformation (GT) | Managing Director & CEO | 2013–2015 | Multidisciplinary enterprise transformation; industry-shaping business models |
| National Basketball Association (NBA) | Senior Vice President, Referee Operations | 2008–2012 | Ensured integrity and quality of officiating program |
| U.S. Army | Major General; Deputy Commanding General & Deputy Chief of Engineers | 1976–2008 | Oversaw 70,000 engineering soldiers and 181 installations; IT security systems; Defense Advisory Committee on Women in the Service; three Distinguished Service Medals |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mission Readiness | Executive Advisory Council Member | 2011–present | Advisory role focused on national readiness |
| Georgia Tech Board of Directors Foundation | Trustee Emeritus | 2007–present | Trustee emeritus recognition |
| U.S. Army War College | Trustee | 2018–present | Trustee oversight role |
Board Governance
- Committee assignments: Member, Corporate Governance Committee; committee composition includes Chair Robin Walker‑Lee, Johnson, and Lead Director M. Kevin McEvoy .
- Independence: Board determined eight of nine directors are independent; Johnson is independent .
- Attendance: In 2024 the Board met seven times and committees held 13 meetings; each director attended at least 75% of Board and applicable committee meetings; all directors standing for re‑election attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet in executive session at regularly scheduled Board meetings; Lead Director presides .
- Corporate governance practices: Majority voting with contingent resignations; Lead Independent Director framework; retirement age (76) and term limits (20 years) policies; proxy access (3%/3 years, up to 25% of Board, min two nominees) .
- ESG/RPT oversight: Corporate Governance Committee oversees ESG program and reviews/consents to Related Party Transactions; RPT policy requires pre‑approval of transactions ≥$120,000 involving related persons .
- Risk oversight (context): Audit Committee oversees risk including cybersecurity and climate-related risks; quarterly cybersecurity updates to the committee .
Fixed Compensation
| Component | FY 2024 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 110,000 | Standard non‑employee director cash retainer under Director Award Program |
| Committee membership fee | 5,000 | Corporate Governance Committee member fee |
| Chair/Lead Director fees | — | Not applicable to Johnson; chair/lead director fees increased in 2024 per Mercer recommendations |
| Meeting fees | — | Not disclosed/applicable |
| Total cash | 115,000 | Fees earned in cash for Johnson in FY 2024 |
Additional compensation governance:
- Director total compensation cap: $425,000 per calendar year under Amended & Restated 2010 Incentive Plan .
- Consultant independence: Mercer engaged biannually for benchmarking; independence safeguards; combined fees <0.00586% of Mercer’s 2024 revenues .
Performance Compensation
| Equity Instrument | Grant Date | Shares/Units | Grant‑Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock Units (RSUs) | 2024‑06‑06 | 480 | 180,000 | Director selects payout on 1st–5th anniversary of grant | None; time‑based RSUs (no disclosed performance conditions) |
- As of 12/31/2024, Johnson held RSU awards entitling him to receive 4,823 shares of Common Stock (represents outstanding director RSUs accumulated across awards) .
- Directors may elect to exchange one‑half of cash retainer for additional RSUs; Johnson’s FY 2024 cash retainer was paid in cash (others elected RSUs) .
Other Directorships & Interlocks
| Category | Current Status |
|---|---|
| Other public company boards | None disclosed for Johnson; “Public Company” experience not indicated in skills matrix |
| Potential interlocks with competitors/customers/suppliers | None disclosed |
Expertise & Qualifications
| Skill/Experience | Evidence |
|---|---|
| Corporate governance | Corporate Governance Committee member; skills table indicates governance experience |
| Executive leadership | Army Major General; senior roles at NBA and GT; skills table marks executive leadership |
| Industry/government | Facilities engineering, construction/maintenance, government sector knowledge |
| Cybersecurity | Oversight of IT security systems in Army; skills table marks cybersecurity expertise; provides leadership to EMCOR’s cybersecurity programs |
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 4,823 (includes shares issuable from RSUs) |
| Ownership % of outstanding | <1% (asterisk indicates less than 1%) |
| Vested vs unvested breakdown | Not specifically disclosed; figure reflects RSUs “entitling” to shares |
| Hedging/pledging | Prohibited for directors; no hedging/monetization; no margin accounts/pledging |
| Stock ownership guidelines | Expected within 5 years to own shares equal in market value to 3× the annual cash retainer at initial election; all directors currently in compliance |
Governance Assessment
- Alignment: Independent director with governance and cybersecurity expertise; sits on Corporate Governance Committee that oversees ESG and RPTs; robust stock ownership guidelines and anti‑hedging/pledging policy support shareholder alignment .
- Engagement & effectiveness: Board uses majority voting with contingent resignations and holds independent executive sessions; annual Board/committee self‑assessment; Johnson attended ≥75% of Board/committee meetings and the Annual Meeting, consistent with expectations .
- Compensation mix: Johnson’s FY 2024 compensation is predominantly equity ($180,000 RSUs) versus cash ($115,000), consistent with upper‑quartile benchmarking; director pay cap at $425,000 mitigates inflation risk .
- Conflicts/Related parties: No related‑party transactions disclosed involving Johnson; RPTs require pre‑approval by the Corporate Governance Committee and are governed by formal policies .
- Risk indicators & RED FLAGS: None observed—no hedging/pledging, no RPTs disclosed, independence affirmed. Note that attendance disclosure is “at least 75%” (not 100%); continue monitoring attendance and any future RPTs .
Overall signal: Johnson adds relevant oversight in cybersecurity and governance, with independent status, equity‑heavy director compensation, and policy frameworks that bolster investor confidence. Continuous monitoring of attendance details and any future external public company board roles is warranted.