Julie Shaeff
COMFORT SYSTEMS USAAbout Julie Shaeff
Julie Shaeff is Senior Vice President and Chief Accounting Officer of Comfort Systems USA (FIX), a role she has held since May 2005; she is 59 years old . Company performance context for incentive alignment: in 2024, FIX delivered revenue of $7.03B, EPS of $14.60, operating cash flow of $849.1M, and free cash flow of $743.5M, with backlog at $5.99B as of year-end . Over 2019–2024, total shareholder return (value of a $100 initial investment) rose to $876.81, underscoring strong equity performance that informs PSU outcomes and pay-versus-performance linkages . Stockholders supported executive pay (Say-on-Pay) by more than 95% in 2024, indicating broad endorsement of the pay program’s structure and outcomes .
Past Roles
Not disclosed in the company’s 2024–2025 proxy biographies for Named Executive Officers .
External Roles
Not disclosed in the company’s 2024–2025 proxy biographies for Named Executive Officers .
Fixed Compensation
Base Salary (reported)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $333,000 | $367,000 | $400,000 |
Target Annual Incentive Opportunity (2024)
| Component | Target as % of Base | Notes |
|---|---|---|
| Corporate Financial (EPS 70% / FCF 30%) | 65% | EPS and FCF metrics; threshold 40% and max 200% of target per metric |
| Individual Performance | 10% | Quantified goals and scored 0–200% |
| Total Target | 75% | Unchanged vs 2023 |
2024 Actual Annual Incentive (Paid for 2024 Performance)
| Component | Metric (Threshold / Target / Max) | Company Actual | Payout (% of Base) | Payout ($) |
|---|---|---|---|---|
| EPS | $6.30 / $9.00 / $11.70 | $14.60 | 91.0% | $364,000 |
| FCF | $150.5M / $215.0M / $279.5M | $743.5M | 39.0% | $156,000 |
| Corporate Financial Subtotal | — | — | 130.0% | $520,000 |
| Individual Performance | — | Score 165.0% | 16.5% | $66,000 |
| Total 2024 Cash Bonus | — | — | 146.5% | $586,000 |
Other 2024 Compensation (Perquisites/Benefits)
| Item | Amount ($) |
|---|---|
| 401(k) Match | $8,625 |
| Executive Disability & Group Term Life | $2,056 |
| Total “All Other Compensation” | $10,681 |
Three-Year Summary Compensation
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $333,000 | $367,000 | $400,000 |
| Stock Awards (Grant-Date Fair Value) | $266,385 | $311,882 | $419,959 |
| Non-Equity Incentive Plan Compensation | $432,946 | $543,160 | $586,000 |
| All Other Compensation | $8,987 | $10,511 | $10,681 |
| Total | $1,074,618 | $1,232,553 | $1,416,640 |
Performance Compensation
Long-Term Incentive (LTI) Design and 2024 Grants
- Structure: 50% RSUs (ratable over 3 years) and 50% PSUs (dollar-denominated; earned on annual EPS and relative TSR; 3-year cliff vest) .
- 2024 LTI target = 105% of base salary (raised from 85% in 2023) .
- 2024 grant details (3/20/2024; grant price $314.31):
- RSUs: 668 units
- PSUs at target: $210,000 (max 200% = $420,000)
- Total at target: $420,000
| LTI Element | 2024 Weight | Grant/Measurement | Vesting/Settlement |
|---|---|---|---|
| RSUs | 50% | 668 units on 3/20/2024 | Ratable over 3 years |
| PSUs | 50% | Target $210,000; metrics: 50% EPS, 50% Relative TSR vs peers | Earned annually on EPS/TSR; shares settle after 3 years; 0–200% of target |
2024 Annual Incentive Plan (AIP) Metrics and Outcomes
| Metric | Weight | Threshold | Target | Max | Actual | Payout Mechanic |
|---|---|---|---|---|---|---|
| EPS | 70% of Corporate Financial | $6.30 | $9.00 | $11.70 | $14.60 | Straight line; paid 91% of base |
| Free Cash Flow | 30% of Corporate Financial | $150.5M | $215.0M | $279.5M | $743.5M | Straight line; paid 39% of base |
Equity Ownership & Alignment
Beneficial Ownership (as of March 1, 2025)
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Julie Shaeff | 16,687 | Includes 1,891 time-vesting RSUs |
| % of Class | <1% | Denominator: 35,494,462 shares outstanding |
Unvested and Outstanding Awards (12/31/2024)
| Award Type | Detail | Amount/Value |
|---|---|---|
| Unvested RSUs | Scheduled: 1,078 on 4/1/2025; 590 on 4/1/2026; 223 on 4/1/2027 | 1,891 RSUs |
| Outstanding PSUs | 2023–2025 cycle (target $155,975; max $311,950) | Shown as $311,950 at max; 735 “units” illustrative at $424.06 |
| Outstanding PSUs | 2024–2026 cycle (target $210,000; max $420,000) | Shown as $420,000 at max; 990 “units” illustrative at $424.06 |
| Stock Options | — | None outstanding |
- Settlement timing context: PSUs for the 2022–2024 cycle were determined March 19, 2025 (both EPS and TSR averaged at 200% of target), illustrating potential spring vesting events that can create post-determination trading windows .
- Ownership guidelines: Executives must attain stock ownership multiples within three years; all executive officers were in compliance as of 12/31/2024 .
- Anti-hedging/pledging: Hedging and pledging of FIX stock are prohibited for executives under policy .
Employment Terms
Executive Severance Policy (Non‑CIC)
- If terminated without cause (not death/disability): lump-sum equals 1x (Chief Accounting Officer) of base salary plus bonus (greater of 3‑year average or year-of termination bonus), plus up to 12 months COBRA reimbursements and up to $50,000 outplacement .
- Illustrative potential payment “Without Cause” as of 12/31/2024: $1,028,918 (includes benefits estimates) .
Change-in-Control (CIC) Agreements
- Qualifying termination within 12 months post‑CIC: lump-sum equals 1x (for Ms. Shaeff) of base salary plus bonus (greater of 3‑year average or year-of), plus up to 12 months COBRA reimbursements; unvested equity fully vests at target for PSUs .
- Legacy excise tax gross‑up: Ms. Shaeff’s CIC agreement may include excise tax gross-ups in certain circumstances (practice eliminated for new agreements post‑2013) .
| CIC Scenario (12/31/2024) | Cash | Early Vesting Equity | Excise Tax Gross-Up | Total |
|---|---|---|---|---|
| Qualifying Termination Post‑CIC | $1,003,918 | $1,301,072 | $0 | $2,304,990 |
- Non-compete: 1-year non‑compete applies to receive severance/CIC benefits .
- Clawback: Robust recovery policies include Dodd-Frank compliant recoupment of erroneously awarded incentive compensation; SOX 304 applies to CEO/CFO (broader policy also in place) .
Rule of 75 (Retirement Eligibility)
- If age + years of service ≥ 75 at retirement, continuous service condition is deemed satisfied for equity (RSUs continue; PSUs continue only to target if performance achieved) .
- Ms. Shaeff satisfied Rule of 75 as of 12/31/2024 .
- If retired 12/31/2024, treatment:
- RSUs: 1,891 continue vesting on schedule .
- PSUs: target values continue if earned (2022 grant $133,200; 2023 grant $155,975; 2024 grant $210,000) .
Compensation Structure Analysis (alignment, risk, and signals)
- Mix shift and risk: LTI increased for Ms. Shaeff from 85% of salary in 2023 to 105% in 2024, increasing equity-at-risk and multi‑year alignment . The program uses 50% PSUs with EPS and relative TSR goals, reinforcing pay-for-performance .
- Annual incentives: Heavy weighting to EPS/FCF with aggressive but attainable targets; 2024 outperformance generated corporate payout at 130% of base . Individual goals are quantified; Ms. Shaeff scored 165% for 2024 .
- Governance features: Stock ownership requirements, no hedging/pledging, and clawback policies reduce risk and improve alignment .
- Red flags: Legacy CIC excise tax gross‑up eligibility for Ms. Shaeff (although discontinued for new agreements) may be viewed unfavorably by some investors .
Say‑on‑Pay, Peer Group, and Shareholder Feedback
- Say‑on‑Pay approval: >95% support in 2024, indicating strong investor endorsement of the compensation structure and outcomes .
- Peer group and benchmarking: Committee uses a tailored peer set; in 2024 it removed Ameresco and Limbach and added Fluor and AECOM to better reflect size/market factors; Compensation Advisory Partners advised independently .
- Anti-risk design: Committee reviews risk, ownership, and performance metrics; no material adverse risk concerns identified .
Equity Vesting Schedules and Potential Selling Pressure
- RSUs vest April 1 of each year in equal annual installments; Ms. Shaeff has scheduled RSU vestings on 4/1/2025, 4/1/2026, and 4/1/2027 (1,078; 590; 223 shares) .
- PSUs settle after the three-year performance period; the 2022–2024 PSUs were determined on March 19, 2025, suggesting recurring March/April settlement windows where liquidity events may occur if shares are sold upon vesting .
Employment Terms (Overview Table)
| Provision | Detail |
|---|---|
| Employment status | At‑will |
| Severance (no CIC) | 1x salary+bonus; up to 12 months COBRA; up to $50k outplacement |
| CIC severance | 1x salary+bonus; up to 12 months COBRA; full vesting at target for PSUs |
| Excise tax gross‑up | Legacy gross‑up may apply to Ms. Shaeff (not included in newer agreements) |
| Non‑compete | 1‑year to receive severance/CIC benefits |
| Clawback | Dodd‑Frank compliant and broader misconduct-based recovery |
| Anti‑hedging/pledging | Prohibited |
Investment Implications
- Pay-for-performance alignment is strong: a high share of compensation is variable and tied to EPS, FCF, and relative TSR, with 2024 outperformance translating to above-target payouts; increased LTI mix heightens multi‑year alignment .
- Retention risk is moderate: Ms. Shaeff qualifies for the Rule of 75, enabling continued vesting of RSUs (and PSUs up to target if earned) upon retirement, potentially increasing retirement optionality; however, equity holdings, ownership guidelines compliance, and ongoing vesting provide retention hooks .
- Trading/flow signals: Concentrated vesting/settlement dates (late Q1/early Q2 for PSUs; April 1 for RSUs) create identifiable windows that could see incremental insider selling, though the company prohibits hedging/pledging and maintains robust policies .
- Governance watch item: Legacy CIC excise tax gross‑up eligibility remains a shareholder-unfriendly feature, albeit not present in newer agreements; overall program received >95% Say-on-Pay support, suggesting limited investor agitation currently .