Steven Schwarzwaelder
EMCOR GroupAbout Steven B. Schwarzwaelder
Independent director at EMCOR Group, Inc. (EME); age 70; elected to the Board on October 29, 2015. Former Director at McKinsey & Company (27 years), with oversight of global functional practices and seats on McKinsey’s Shareholders’ Council and Managing Directors’ Advisory Committee, bringing deep expertise in corporate governance, strategy, operations, M&A, and large-scale performance improvement . He is classified as independent under NYSE standards and is listed with skills in finance/accounting, corporate governance, executive leadership, industry experience, and public company experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Director; elected member of Shareholders’ Council; appointed to Managing Directors’ 5-person Advisory Committee; oversaw global functional practices | Aug 1980–Mar 2007 | Oversight of Strategy, Operations, Corporate Finance, Marketing & Sales, Organization, Business Technology |
| TeleTracking | Senior Advisor | Jan 2013–Jun 2022 | Advisory to healthcare operations systems provider |
| Centerbridge Capital | Senior Advisor | Nov 2013–Dec 2014 | Advisory role |
| TPG | Senior Advisor | Mar 2011–Jun 2016 | Advisory role |
External Roles
| Company/Institution | Role | Dates |
|---|---|---|
| MW Industries, Inc. | Director | Dec 2017–Apr 2025 |
| Cardinal Logistics Holdings (Trustees) | Board of Trustees | Mar 2011–Jun 2019 |
| Dana Corporation | Director | Oct 2011–Mar 2014 |
| Nexeo Solutions | Director | Nov 2011–Jun 2016 |
Board Governance
- Committees: Member, Compensation and Personnel Committee; not Chair .
- Independence: Board determined he is independent under NYSE and SEC rules; 8 of 9 directors are independent .
- Attendance/Engagement: In 2024, Board met 7 times and committees met 13 times; each director attended at least 75% of Board and committee meetings and directors attended the 2024 annual meeting .
- Lead Independent Director framework: Board has an independent Lead Director (M. Kevin McEvoy) with defined responsibilities; Chairman is the CEO, Anthony J. Guzzi .
- Related-party policy and conflicts oversight: Corporate Governance Committee reviews Item 404 transactions; annual questionnaires; approval required for transactions ≥$120,000 with related parties .
- Compensation consultant conflicts: The Board’s committees use Mercer; both Compensation and Governance Committees concluded no conflict of interest based on enumerated safeguards .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Paid quarterly under Director Award Program |
| Committee membership fees | $6,000 | Compensation Committee member fee |
| Annual equity grant (RSUs) | $180,000 grant-date fair value | Standard annual director RSU grant |
| Total Director Compensation (FY 2024) | $296,000 | Fees earned $116,000; Stock awards $180,000 |
- Director Award Program structure: Non-employee directors receive an annual cash retainer of $110,000 and an RSU grant equal to $180,000 of value, with the director electing the share delivery date on the 1st–5th anniversary; directors may elect to take half the cash retainer in additional RSUs .
- Committee chair/member fee schedule: Audit Chair $20,000→$25,000 mid-year; Governance Chair $13,000→$20,000; Compensation Chair $15,000→$20,000; Audit member $7,000; Governance member $5,000; Compensation member $6,000 .
- Alignment features: Director stock ownership guidelines require holdings equal to 3x annual cash retainer; all directors are in compliance .
Performance Compensation
- Directors do not receive performance-based cash bonuses, options, or awards tied to operational metrics. RSU grants are time-based per the Director Award Program; no director-specific TSR/financial metric linkage is disclosed for director pay .
Other Directorships & Interlocks
| Company | Relationship to EME | Observations |
|---|---|---|
| MW Industries, Cardinal Logistics, Dana, Nexeo Solutions | Prior board roles | No EME-related related-party transactions disclosed; Compensation Committee members (including Schwarzwaelder) had no Item 404 relationships requiring disclosure in 2024 . |
Expertise & Qualifications
- Skill matrix flags Steven B. Schwarzwaelder for finance/accounting, corporate governance, executive leadership, industry experience, and public company experience .
- McKinsey career underscores deep exposure to strategy, operations, M&A, sales/marketing, and performance improvement .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Steven B. Schwarzwaelder | 21,106 | <1% | Includes 480 RSUs issuable under director awards; sole voting/investment power except as otherwise noted . |
- Ownership guidelines: Directors must hold shares equal to 3x cash retainer; all directors compliant; hedging and pledging prohibited for directors and NEOs .
- Director RSU standing: As of Dec 31, 2024, non-employee directors held RSUs, including 480 units for Schwarzwaelder, tied to post-election awards; shares delivered on director-elected anniversary schedule .
Insider Trades
| Date | Form | Summary | Source |
|---|---|---|---|
| Jun 6, 2025 | Form 4 | Filing reported by SEC; details in EDGAR submission |
Note: Beneficial ownership as of April 8, 2025 is disclosed in the proxy; specific transaction details for 2025 Form 4 filings are referenced via SEC link above .
Governance Assessment
- Board effectiveness: High proportion of independent directors, defined Lead Director role, regular executive sessions, and annual Board/committee self-assessments; attendance standards met in 2024 .
- Pay-for-performance context (company-level): 2024 say-on-pay approval exceeded 91%, indicating strong shareholder support for compensation programs; supports Compensation Committee credibility where Schwarzwaelder serves .
- Alignment and safeguards: Robust director ownership guidelines, prohibition on hedging/pledging, and structured RSU awards foster alignment; Mercer conflict safeguards and related-party policies reduce governance risk .
- RED FLAGS: None disclosed for Schwarzwaelder—independent status affirmed; no Item 404 relationships; attendance threshold met; no hedging/pledging or related-party transactions flagged .
Implications: Schwarzwaelder’s deep operating and governance experience, independent status, and Compensation Committee service support investor confidence in oversight of pay and strategy. Lack of related-party exposure and adherence to ownership/hedging policies reduce conflict risks, while strong say-on-pay outcomes suggest effective committee performance .