Laura Howell
COMFORT SYSTEMS USAAbout Laura Howell
Senior Vice President, General Counsel, and Corporate Secretary of Comfort Systems USA (FIX). Age 37 in the 2025 proxy; served as VP, General Counsel and Secretary since January 2019 and promoted to Senior Vice President in January 2022 . Company performance context: 2024 revenue $7.03B, net income $522.4M, EPS $14.60; operating cash flow $849.1M; free cash flow $743.5M; backlog $5.99B at year-end 2024, driving maximum corporate incentive payouts on EPS and FCF measures . Company TSR since 2019 reached $876.81 (value of $100 initial investment) in 2024; net income $522,433K; EPS $14.60, underscoring strong pay-for-performance linkage across NEOs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Comfort Systems USA | Vice President, General Counsel & Secretary | Jan 2019 – Dec 2021 | Led legal and corporate secretary functions; individual performance goals emphasized cybersecurity strategy priorities and sustainability initiatives . |
| Comfort Systems USA | Senior Vice President, General Counsel & Secretary | Jan 2022 – Present | Continued leadership of legal and governance; aligned executive goals to company-wide safety and talent initiatives . |
External Roles
No external directorships or roles for Ms. Howell are disclosed in the latest proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $350,000 | $425,000 | $475,000 |
| Target Bonus ($) | Not disclosed | $318,750 | $356,250 |
| Target Bonus % of Salary | — | 75% (calc: $318,750/$425,000) | 75% (calc: $356,250/$475,000) |
| Actual Annual Bonus (Non‑Equity Incentive Plan) ($) | $455,048 | $621,563 | $684,000 |
| All Other Compensation ($) | $8,101 | $9,280 | $9,334 |
| Total Compensation ($) | $1,128,080 | $1,480,738 | $1,856,878 |
Performance Compensation
Annual Incentive (Corporate Financial Incentive – FY 2024)
| Metric | Threshold | Target | Max | Actual Company Result | Howell Payout (% of Salary) | Howell Payout ($) |
|---|---|---|---|---|---|---|
| EPS | $6.30 | $9.00 | $11.70 | $14.60 | 91.0% | $432,250 |
| Free Cash Flow | $150.5M | $215.0M | $279.5M | $743.5M | 39.0% | $185,250 |
| Total Corporate Financial Incentive | — | — | — | — | 130.0% | $617,500 |
Notes:
- Individual Performance Incentive goals for Howell included cybersecurity strategy and sustainability priorities; the safety component paid zero in 2024 due to a work-related fatality .
- Actual total annual bonus paid was $684,000, reflecting corporate and individual components .
Long‑Term Incentives (RSUs and PSUs)
Design (applies to all NEOs):
- Mix: 50% RSUs (time-based, three-year ratable vesting); 50% PSUs (dollar-denominated, three-year performance period) .
- PSU metrics: EPS (50%) vs Relative TSR versus a defined peer group (50%); payout up to 200% of target; settled in shares at end of performance period .
Grants to Howell:
| Grant Year | RSUs (#) | PSU Target ($) | Notes |
|---|---|---|---|
| 2022 | Not disclosed | Not disclosed | RSU/PSU program continued per 2019 redesign; no stock options granted . |
| 2023 | 1,504 | $212,500 | Granted March 21, 2023 . |
| 2024 | 1,095 | $344,375 | Granted March 20, 2024; total LTI target set at 145% of salary . |
Vesting/Realization:
- RSUs vested in 2024: 1,514 shares; value realized $484,525 .
- PSUs vested in early 2024 (for 2021–2023 cycle): 714 shares; value realized $224,417 .
- Scheduled RSU vesting for Howell’s unvested RSUs: 1,379 on Apr 1, 2025; 866 on Apr 1, 2026; 365 on Apr 1, 2027, subject to continued employment .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (March 1, 2025) | 7,848 shares; less than 1% of shares outstanding . |
| Unvested RSUs (12/31/2024) | 2,610 units; market value $1,106,797 . |
| Outstanding PSUs (Unvested, 12/31/2024) | 1,624 units ($688,750) and 1,002 units ($425,000) reflecting dollar-denominated awards for ongoing performance cycles . |
| Stock Options | None outstanding for Howell as of 12/31/2024 . |
| Ownership Guidelines | Executives must hold shares equal to a multiple of base salary; all executive officers were in compliance as of 12/31/2024 . |
| Hedging/Pledging | Prohibited for executives; no margin or pledging of Company securities allowed . |
Employment Terms
| Provision | Detail |
|---|---|
| Employment Status | At‑will; covered by Executive Severance Policy and Change‑in‑Control agreement . |
| Severance (Without Cause) | Lump sum equal to 1x current base salary plus bonus (greater of 3‑year average or current-year bonus), plus up to 12 months COBRA reimbursement and up to $50,000 outplacement; Howell’s COBRA estimate $0 in the scenario table . |
| Potential Payment (Without Cause, as of 12/31/2024) | $1,184,000 . |
| Change‑in‑Control (Double Trigger) | Severance payable upon termination without cause or for good reason within 12 months of a CoC; multiplier 1x salary+bonus for Howell; unvested equity vests in full at CoC; PSUs vest at target . |
| Non‑Compete/Release | One‑year non‑compete and release required to receive severance/coC benefits . |
| Tax Gross‑Ups | Not provided in agreements entered since 2013; gross‑ups remain only for certain legacy agreements (not Howell) . |
| Clawback Policy | Executive compensation recovery policy in place . |
| Deferred Comp/Pensions | No defined benefit pensions; no nonqualified deferred compensation plans for executives . |
Investment Implications
- Pay-for-performance alignment: Corporate incentives are tied directly to EPS and FCF, which were at maximum levels in 2024; LTI is split evenly between performance PSUs (EPS and TSR) and RSUs, reinforcing multi‑year execution focus .
- Retention and selling pressure: A clear RSU vesting ladder through April 2027 (1,379/866/365) and ongoing PSU cycles creates recurring vest events; significant RSU and PSU vesting in 2024 indicates potential periodic insider selling to cover taxes/liquidity, though hedging/pledging is prohibited .
- Change‑in‑control risk economics: Single‑trigger equity acceleration at CoC with PSUs at target and 1x salary+bonus cash multiple for Howell limits windfall risk vs CEO/CFO higher multipliers; one‑year non‑compete and clawback provide governance safeguards .
- Ownership alignment: Beneficial ownership is modest (<1%) but Howell is compliant with the company’s stock ownership requirements; anti‑pledging and clawback policies reduce misalignment and governance risk .
References:
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