Cindy Wallis-Lage

About Cindy L. Wallis-Lage

Independent director of Comfort Systems USA (FIX) since 2021; age 62. Former Executive Director of Sustainability & Resilience and long-time water/infrastructure executive at Black & Veatch with 36 years of experience; holds a BS in Civil Engineering (Kansas State) and an MS in Environmental Health Engineering (University of Kansas) . She is independent under NYSE standards per the Board’s annual determination . She serves on FIX’s Nominating, Governance, and Sustainability (NGS) Committee and became its Chair effective May 17, 2024 .

Past Roles

External Roles

Board Governance

• Committee assignments: Member and Chair (since May 17, 2024) of the Nominating, Governance, and Sustainability Committee .
• Independence: Board determined she is independent (2025 proxy) .
• Attendance/engagement: In 2024, each director attended at least 75% of aggregate Board and committee meetings (exception only Mr. Kapoor); all directors attended the 2024 Annual Meeting .
• Board cadence: 2024 Board held 5 regular and 4 special meetings; non-employee directors met in executive session at each regular meeting .
• NGS Committee oversight areas include Board composition, director compensation structure, CEO succession planning, stock ownership guideline compliance for directors, and bi-annual sustainability oversight; 2024 meetings: 3 regular, 1 special .
• Governance structure: Independent non-executive Chair; no Lead Director presently .

Fixed Compensation (Director Pay – 2024)

• Director stock ownership guideline: 10× annual Board cash fees (excludes Chair premiums) within five years; all non-employee directors are either compliant or in the five-year phase-in period .

Performance Compensation (Director Equity – 2024)

Note: Director equity is not performance-vested; awards are fully vested at grant (aligns directors with shareholders without service/metric risk) .

Other Directorships & Interlocks

• Other current public company boards: 1 (company-wide tally for Cindy) .
• Named boards: Veralto (public), Metiri Group (private); Advisory: Cambi ASA .
• Compensation Committee interlocks: None; no FIX executive serves on the board or compensation committee of another company employing any FIX director .

Expertise & Qualifications

• Deep domain expertise in water infrastructure, sustainability, and global operations from 36-year career at Black & Veatch .
• Board/senior executive experience leading strategy, development, and operations of a global business; sustainability practice development .

Equity Ownership

• Pledging/hedging: No pledging disclosed in footnotes for Cindy; company maintains director ownership guidelines and discloses an executive anti-hedging/pledging policy (policy explicitly noted for executive officers) .
• Section 16 compliance: Company states all required Section 16 reports complied during 2024 (no delinquencies) .

Related Party Transactions and Conflicts

• Policy: Related Person Transactions Policy requires Audit Committee review of transactions >$120,000 involving directors/executives/family; considers independence impact and market comparability; only transactions in 2024 involved AECOM (Director Gaurav Kapoor’s employer) (~$230,000), and Kapoor recused; no transactions disclosed involving Ms. Wallis-Lage .

Say-on-Pay & Shareholder Feedback (Context)

• 2024 say-on-pay approval: More than 95% approval; the Committee made no structural changes due to strong support .
• Investor engagement: >200 investor meetings in 2024, including 11 conferences and 10 roadshows .

Governance Assessment

• Positives and confidence signals:

  • Independent director with sector-relevant sustainability and infrastructure expertise; independent status reaffirmed in 2025 proxy .
  • Elevated to Chair of NGS Committee in 2024, indicating Board confidence in her governance leadership; NGS oversees board composition, CEO succession, director pay, and sustainability—high-impact areas for risk oversight and long-term value .
  • Strong engagement: attended ≥75% of meetings; Board held executive sessions at each regular meeting; all directors attended the 2024 annual meeting .
  • Alignment: meaningful ownership (5,371 shares) and robust director ownership guideline (10× cash fees) with reported compliance/phase-in across non-employee directors; annual equity paid in stock .
  • No related-party transactions or interlocks involving Ms. Wallis-Lage disclosed; Section 16 compliance clean .

• Watch items:

  • Director equity is fully vested at grant (not performance-based), a common practice but provides less long-term retention incentive vs. deferred units; mitigated by high ownership guideline .
  • Overboarding risk appears low (1 other public board per proxy summary), but should be monitored as external roles evolve .

Overall: Governance profile is strong—independent status, committee leadership (NGS Chair), solid attendance, clean conflicts record, and ownership alignment. The NGS Chair role positions her at the center of succession planning, board refreshment, and sustainability oversight—key areas for investor confidence at FIX .