Gaurav Kapoor

About Gaurav Kapoor

Gaurav Kapoor, age 47, joined Comfort Systems USA’s Board in August 2024 and is standing for his first election at the 2025 Annual Meeting; he is independent and serves on the Audit Committee, where the Board has designated all members as “audit committee financial experts.” He is Chief Financial & Operations Officer at AECOM, overseeing global operations and finance, and previously served as AECOM’s Chief Accounting Officer & Global Controller (since Dec 2016) and Treasurer (since Oct 2019); he spent 15 years at Ernst & Young LLP as an audit partner. Mr. Kapoor holds a B.B.A. from California State University–Fullerton and is part of AECOM’s Executive Leadership Team .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; the Board determined the Audit Committee is entirely independent, all members financially literate, and each is an audit committee financial expert .
• Independence: The Board determined Mr. Kapoor qualifies as an independent director under NYSE standards and company Independence Guidelines .
• Attendance: In 2024, all directors attended at least 75% of Board and committee meetings except Mr. Kapoor, who joined in August 2024 and attended fewer than 75% during his term in 2024; the Board held five regular and four special meetings .
• Executive sessions: Non‑employee independent directors met in executive session at each regular Board meeting under the Chair’s direction .
• Board leadership: Independent Chair (Franklin Myers); Board currently does not have a Lead Director .
• Audit Committee activity: 8 regular meetings in 2024; responsibilities include financial statement review, ERM oversight (including cybersecurity), auditor retention, compliance, and annual charter review .

Fixed Compensation

Additional director comp framework:

• Standard annual cash fee: $80,000 for Board service; committee chair fees: Audit $30,000; Compensation or Nominating $20,000; Board Chair increased to $125,000 effective May 17, 2024; no meeting fees; expenses reimbursed .
• Annual equity for non‑employee directors: fully‑vested shares with grant-date value ≈$160,000 at annual meeting; prorated grant for off‑cycle appointments (Kapoor: $126,507) .

Performance Compensation

• Director equity is time‑vested or fully‑vested at grant (for directors); no director PSUs/options or performance‑linked director equity disclosed. Mr. Kapoor’s 385 shares were fully vested at grant; no option awards disclosed for directors in 2024 .
• Anti‑hedging/pledging: Directors prohibited from hedging and pledging company securities under Insider Trading Window Policy .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial leadership: Extensive public company finance/accounting experience (AECOM CFO/COO; prior CAO/Controller; EY audit partner) .
• Audit expertise: Board determined Audit Committee members (including Kapoor) are financially literate and audit committee financial experts .
• Corporate strategy/operations: Oversees global operations and corporate strategy execution at AECOM .
• Education: B.B.A., California State University–Fullerton .

Equity Ownership

Ownership alignment policies:

• Director stock ownership guideline: Each non‑employee director must own shares (or equivalents) with value equal to 10× annual Board cash fees within five years; all non‑employee directors are either compliant or within phase‑in .
• Anti‑hedging/pledging and clawback policies robustly enforced for executives; directors covered by anti‑hedging/pledging .

Governance Assessment

• Strengths: Independent Audit Committee with designated financial experts; robust related‑party review policy; independent Chair; regular executive sessions; clear director ownership guidelines; anti‑hedging/pledging policy; strong investor engagement practices .
• Alignment: Director compensation mixes cash with significant equity; Kapoor’s initial grant was fully vested, consistent with FIX’s director equity program; director ownership guideline targets meaningful “skin‑in‑the‑game” over a five‑year horizon .
• Potential conflicts (managed): AECOM transactions (~$230k) create a related‑party nexus; mitigated via Audit Committee oversight and Kapoor’s recusal from decisions .
• Attendance signal: Kapoor attended fewer than 75% of Board/committee meetings in 2024 due to mid‑year appointment; monitor 2025 attendance for full engagement trajectory .
• Additional optic: AECOM was added to FIX’s executive compensation peer group in Aug 2024; while reasonable from size/revenue perspective, it increases the need for vigilant independence controls given Kapoor’s AECOM role .

RED FLAGS to monitor:

• Related‑party exposure via AECOM engagements (ensure continued Audit Committee oversight and recusals) .
• Attendance normalization in 2025 (confirm >75% and annual meeting participation) .