Constance Skidmore
COMFORT SYSTEMS USAAbout Constance E. Skidmore
Independent director of Comfort Systems USA (FIX) since December 2012; age 73. Former PwC partner for over two decades (retired 2009) and served on PwC’s governing board. Education: Florida State University; Master of Science in Taxation from Golden Gate University. Current external roles include Audit Committee Chair and director at Sensata Technologies (NYSE: ST), and board roles at The V Foundation for Cancer Research and Viz Kinect . The Board has determined she is independent under NYSE and company guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Partner; Governing Board Member | >20 years; retired 2009 | Accounting, finance, talent management, strategic planning |
| Shortel, Inc. (NASDAQ: SHOR) | Director; Audit Committee member | 2014–2017 (acquired by Mitel) | Audit oversight |
| Proterra (NASDAQ: PTRA) | Director | 2019–2023 | Board oversight |
External Roles
| Organization | Role | Public/Private | Committees/Impact |
|---|---|---|---|
| Sensata Technologies (NYSE: ST) | Director; Audit Committee Chair | Public | Audit leadership and oversight |
| The V Foundation for Cancer Research | Director | Non-profit | Governance oversight |
| Viz Kinect | Director | Private/Non-profit | Governance oversight |
Board Governance
- Committees: Audit; Compensation & Human Capital .
- Independence: Determined independent by FIX Board; majority of Board is independent .
- Attendance: Each director attended at least 75% of Board/committee meetings in 2024 (Kapoor excepted); Board held 5 regular and 4 special meetings; Audit met 8 times; Compensation met 4 regular and 1 special .
- Roles: In 2024, Skidmore served as Chair of the Compensation & Human Capital Committee; in 2025 she continues as a member of Audit and Compensation committees .
- Retirement policy: Mandatory retirement after age 75 .
- Executive sessions: Non-employee directors meet separately at each regular Board meeting .
- Governance practices include all-independent committees, stock ownership guidelines, director resignation policy (majority-withhold), and no overboarding .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board Cash Retainer | $80,000 | Paid in quarterly installments |
| Committee Chair Fee (Compensation) | $20,000 | Applies when serving as chair |
| Total Cash Fees Earned (Skidmore) | $100,000 | 2024 actual cash fees |
| Annual Equity Grant (Fully-Vested Shares) | $159,716 grant-date fair value | Standard annual grant ≈$160,000; fully vested on grant |
| Director Ownership Guideline | 10× annual cash Board fee; 5-year compliance window | All non-employee directors in compliance or phase-in |
Performance Compensation
Directors do not receive performance-based incentives; annual equity grants are fully-vested shares with no performance conditions . FIX’s anti-hedging/pledging policy applies to directors, prohibiting hedging and pledging of company stock .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Sensata Technologies (NYSE: ST) | Director; Audit Chair | Sensata manufactures sensors and controls; no disclosed related-party transactions with FIX in the proxy sections reviewed . |
| The V Foundation; Viz Kinect | Director | No commercial ties disclosed with FIX in reviewed proxy sections . |
The Nominating, Governance & Sustainability Committee periodically reviews non-employee director compensation and compliance with ownership guidelines; in 2024 it referenced the same peer group used for executive compensation to adjust Chair of the Board fees to market median .
Expertise & Qualifications
- Accounting/Finance: 30+ years; designated Audit Committee financial expert (Board determined all Audit Committee members are financial experts and financially literate) .
- Talent/Strategy: Significant experience in talent management and strategic planning .
- Industry familiarity: Experience includes construction industry exposure via PwC and public company boards relevant to industrials .
Equity Ownership
| Metric | As of Mar 1, 2024 | As of Mar 1, 2025 |
|---|---|---|
| Common Shares Beneficially Owned | 16,787 | 14,285 |
| Options Exercisable/Unexercisable | 0 | 0 |
| % of Class | <1% | <1% |
Policies affecting alignment:
- Director ownership guideline: 10× annual cash Board fee; compliance monitored annually .
- Anti-hedging/pledging policy applies to directors .
Governance Assessment
- Strengths: Clear independence; deep audit/finance expertise; committee leadership (Compensation chair in 2024); strong attendance; adherence to ownership guidelines; prohibitions on hedging/pledging bolster alignment .
- External commitments: One current public company board (Sensata) plus FIX, consistent with “no overboarding” ethos disclosed by FIX .
- Pay structure: Balanced cash plus equity; equity fully vested (simplifies alignment but lacks explicit performance linkage). Ownership guideline of 10× cash retainer is stringent and supports “skin-in-the-game” .
- Risks/Watch items: Mandatory retirement at 75 implies near-term board turnover planning given her age (73) . No specific related-party transactions or pledging disclosures identified for Skidmore in reviewed sections; maintain monitoring of interlocks and any future related-party disclosures .
- Shareholder signals: Say-on-pay support remains high (95% approval in 2024; 97% in 2023), indicating investor confidence in compensation governance under committees where Skidmore plays a leading role .