Rhoman Hardy
COMFORT SYSTEMS USAAbout Rhoman Hardy
Independent director at Comfort Systems USA (FIX) since October 2023; age 56 as of March 31, 2025. Founder of HardLine Consulting LLC (July 2022–present). Previously Senior Vice President, Shell Chemicals & Products, U.S. Gulf Coast (Dec 2018–May 2022) and General Manager, Shell Geismar Chemical Site (Jun 2015–Dec 2018); joined Shell in 1988. Education: B.S. Electrical Engineering (Louisiana State University) and Executive MBA (Rice University). Serves on the board of HF Sinclair (public) and several non-profits. Independent under NYSE and Company guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shell USA, Inc. | Senior Vice President, Shell Chemicals & Products, U.S. Gulf Coast | Dec 2018–May 2022 | Executive leadership of large-scale industrial operations; technical and operational expertise cited in FIX proxy |
| Shell Geismar Chemical Site | General Manager | Jun 2015–Dec 2018 | Site leadership for major chemicals facility |
| Shell USA, Inc. | Various leadership positions (joined 1988) | 1988–2015 (various) | Long-tenured engineering/operations background |
| HardLine Consulting LLC | Founder | Jul 2022–present | Strategy and leadership consulting to energy/technical services/infrastructure clients |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HF Sinclair (public company) | Director | Current | Other current public company boards count for Hardy is 1 in FIX proxy summary |
| Baton Rouge Area Foundation | Director/Trustee (non-profit) | Current | Community leadership (non-profit) |
| Baton Rouge General Hospital System | Director/Trustee (non-profit) | Current | Community leadership (non-profit) |
| Louisiana State University Foundation | Director/Trustee (non-profit) | Current | University foundation governance (non-profit) |
Board Governance
- Committees: Compensation and Human Capital Committee member (not Chair). Nominating, Governance, and Sustainability Committee member (not Chair). Compensation Committee members in 2024: Constance E. Skidmore (Chair), Darcy G. Anderson, Rhoman J. Hardy, Pablo G. Mercado, William J. Sandbrook. NG&S membership in 2024 included Hardy.
- Independence: Board determined Hardy is independent under NYSE, Company Independence Guidelines, and Exchange Act rules. All board committees are composed solely of independent directors.
- Attendance and engagement: In 2024, the Board held 5 regular and 4 special meetings; non-employee directors met in executive session at each regular meeting. Every director attended at least 75% of aggregate Board and committee meetings during their term in 2024, except Mr. Kapoor (Hardy not listed as an exception).
- Committee activity levels: Compensation & Human Capital Committee held 4 regular and 1 special meeting in 2024. NG&S Committee held 3 regular and 1 special meeting in 2024.
Fixed Compensation (Director; 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Standard non-employee director cash fee (quarterly installments) |
| Committee chair fees | $0 | Only paid to committee chairs; Hardy is not a chair |
| Board Chair premium | $0 | Applies to Chair of the Board, not Hardy |
| Meeting fees | $0 disclosed | No per-meeting fees disclosed |
Performance Compensation (Director; 2024 structure)
| Element | Grant details | Vesting/Performance | Metric design |
|---|---|---|---|
| Equity grant (fully-vested common stock) | 498 shares; grant-date fair value $159,716 | Fully vested at grant; not performance-based | Director equity awards are time-based, approximating $160,000 FMV per annual grant; no performance metrics for director equity |
Notes: For 2024, Hardy’s total director compensation was $239,716 (cash $80,000; stock $159,716). Directors appointed between annual meetings receive a prorated fully-vested share grant (example provided for another director). Maximum annual grant-date fair value per non-employee director is $400,000 under the plan.
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| HF Sinclair | Director | No compensation committee interlocks reported: none of FIX’s executive officers serve on the board/comp committee of another company that employs any FIX director. |
Expertise & Qualifications
- Technical/operational expertise from 30+ years in energy/chemicals (Shell), including senior operating leadership (SVP Gulf Coast, GM Geismar).
- Board-relevant skills highlighted in FIX proxy’s qualifications matrix include senior leadership and other public company board experience; Hardy’s “Other Current Public Company Boards” = 1.
- Education: B.S. Electrical Engineering (LSU); Executive MBA (Rice).
Equity Ownership
| Holder | Shares Beneficially Owned | Options Exercisable by 4/30/2025 | Total Beneficial Ownership | % of Class | Pledged Shares |
|---|---|---|---|---|---|
| Rhoman J. Hardy | 1,785 | 0 | 1,785 | <1% | Not disclosed in proxy table |
| All directors & officers (16 persons) | 562,976 | — | 562,976 | 1.59% | Not disclosed in proxy table |
| Shares outstanding basis | 35,494,462 (as of 3/1/2025) | — | — | — | — |
- Director stock ownership guideline: Each non-employee director must own shares (or equivalents) equal to 10× the annual cash board fee within five years of election/appointment; the proxy states all non-employee directors are either in compliance or within their initial five-year phase-in period.
- Anti-hedging/pledging policy: Company discloses an anti-hedging/pledging policy and clawback policy applicable to executive officers (company-wide governance signal).
Compensation Committee Analysis (governance process)
- Composition and independence: Compensation & Human Capital Committee consists entirely of independent directors; 2024 members included Skidmore (Chair), Anderson, Hardy, Mercado, Sandbrook.
- Use of independent consultant: Retained Compensation Advisory Partners (CAP) in 2024 to advise on executive and director compensation; committee assessed CAP’s independence (fees <1% of CAP revenue, no business/personal relationships, no stock ownership). CAP also advised NG&S on director compensation.
- Meeting cadence: 4 regular and 1 special meetings in 2024 (Compensation & HCM).
- Say-on-Pay signal: 2024 say-on-pay received >95% approval; viewed by the committee as support for the compensation approach. Next say-on-pay scheduled in 2026 (unless frequency policy changes).
Related-Party Exposure
- Policy: Written Related Person Transactions Policy covers transactions >$120,000 involving directors, officers, >5% holders and their immediate family; NG&S Committee reviews/takes action.
- Disclosures reviewed: Hardy’s biography, committee memberships, and beneficial ownership disclosures include no specific related-party transactions tied to Hardy. (Reference to the policy and absence of Hardy-specific related-party disclosure in the cited sections.)
Governance Assessment
- Positives
- Independence: Confirmed independent; serves on two key governance committees composed solely of independent directors.
- Engagement: Met at least 75% attendance threshold; board held regular executive sessions of non-employee directors.
- Ownership alignment: Robust director ownership guideline (10× cash retainer within five years); all NEDs either compliant or within phase-in.
- Shareholder support: Strong say-on-pay (>95% approval in 2024) indicates positive investor sentiment on compensation governance.
- Process quality: Independent compensation consultant with documented independence safeguards; regular committee activity.
- Watch items
- Absolute ownership: As a relatively new director (since Oct 2023), Hardy’s disclosed beneficial ownership is modest (1,785 shares) and should build over the five-year phase-in in line with guidelines. Monitor progression toward guideline.
- External commitments: Serves on HF Sinclair board alongside multiple non-profit boards; FIX’s governance highlights include “No overboarding” policy and board monitors commitments. Current public board count for Hardy = 1 (within typical thresholds).
Director Compensation (Detail; 2024)
| Director | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| Rhoman J. Hardy | 80,000 | 159,716 | 0 | 239,716 |
Stock award represents 498 fully-vested shares; grant-date fair value computed under FASB ASC 718 using average of high/low price on grant date.
Say-on-Pay & Shareholder Feedback (context for governance quality)
- 2024 advisory vote approval: >95% of shares voted supported executive compensation; committee made no structural changes as a direct result. Next say-on-pay in 2026.
Attendance Summary (Board context)
- Board meetings in 2024: 5 regular, 4 special; all directors attended ≥75% of applicable meetings except Mr. Kapoor (joined Aug 2024). Non-employee directors held executive sessions at each regular meeting.
Notes on Policies
- Director resignation policy (majority withhold): Requires tendered resignation if a nominee in an uncontested election receives more “withheld” than “for” votes; NG&S reviews and Board acts within 120 days.
- Governance documents availability: Charters, Governance Standards, Independence Guidelines available on investor website.
= FIX 2025 DEF 14A, “Information with Respect to Nominees for Director” (Hardy bio: age, appointment date, roles, education, other boards); = Independence determination; = Proxy summary (director nominees, other current public company boards); = Compensation & HCM Committee membership list; = Compensation & HCM Committee responsibilities/independence/meetings; = NG&S responsibilities/independence/meetings; = Meetings of Board and Committees (counts, attendance, executive sessions); = Director compensation table and equity grant details; = Director compensation structure (cash fee amounts, equity grant policy, maximums); = Security ownership table (Hardy 1,785 shares; % of class); = Independent compensation consultant (CAP) and independence safeguards; = Say-on-Pay >95% approval; = Advisory vote context/timing; = Director resignation policy; = Governance documents access; = Governance highlights (no overboarding, stock ownership guidelines, etc.).