William George
COMFORT SYSTEMS USAAbout William George
William George is Executive Vice President and Chief Financial Officer of Comfort Systems USA (FIX), a role he has held since May 2005; he is 60 years old and is one of the company’s longest-tenured executives . In 2024, FIX delivered record performance: revenue $7.03B, EPS $14.60, operating cash flow $849.1M, and free cash flow $743.5M, with notable backlog strength; the company’s indexed TSR value (SEC “pay vs performance” construct) reached 876.81 in 2024, underscoring substantial multi‑year shareholder value creation . George is a founding member of management and a key architect of FIX’s acquisition program, reflected in a 2023 one‑time RSU award for retention and recognition of his contributions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Comfort Systems USA | EVP & CFO | May 2005–present | Founding management member; key role in M&A program |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $550,000 | $633,000 | $750,000 |
| All Other Compensation ($) | $10,597 | $11,124 | $13,728 |
Perquisites detail (2024):
- 401(k) match: $9,625
- Group term life & disability premiums: $3,863
- Fitness reimbursement: $240
Base salary step-up: Committee increased CFO base to $750,000 for 2024 (from $633,000 in 2023) effective Jan 1, 2024, reflecting strong company performance and market alignment .
Performance Compensation
Annual Incentive Plan (AIP) design and 2024 results
- Target opportunity: 100% of base salary (90% Corporate Financial Incentive (EPS/FCF), 10% Individual Performance) .
- Corporate metrics and targets:
- EPS: Threshold $6.30, Target $9.00, Max $11.70 .
- FCF: Threshold $150.5M, Target $215.0M, Max $279.5M .
- 2024 actuals for AIP calculation: EPS $14.60; FCF $743.5M (no Committee adjustments) .
- 2024 payouts: Corporate Financial Incentive = 180% of base ($1,350,000); Individual Performance = 16% of base ($120,000); Total non‑equity incentive = $1,470,000 .
| Component | Weighting | Threshold | Target | Maximum | 2024 Actual | Payout as % of Base | Payout ($) |
|---|---|---|---|---|---|---|---|
| EPS | 70% of corporate | $6.30 | $9.00 | $11.70 | $14.60 | 126% | $945,000 |
| FCF | 30% of corporate | $150.5M | $215.0M | $279.5M | $743.5M | 54% | $405,000 |
| Individual | 10% of total AIP | N/A | 10% target | 20% max | Score 160% | 16% | $120,000 |
| Total | — | — | — | — | — | 196% of base | $1,470,000 |
Individual goals for 2024 included advancing strategic acquisition and succession planning initiatives and improving company-wide safety measures (ORIR), with the latter scoring zero due to a work-related fatality in 2024 .
Long-Term Incentives (LTI) – 2024 grants
- FIX removed stock options from annual LTI grants in 2019; mix is 50% RSUs (time-based) / 50% PSUs (performance) .
- 2024 LTI target = 190% of base salary for CFO .
- Award mechanics: RSUs vest ratably over 3 years; PSUs are dollar‑denominated and settle in shares after a 3‑year period based 50% on EPS vs pre‑set goals and 50% on relative TSR vs a sector peer set; payout range 0–200% of target .
| Incentive Type | Grant Date | Amount | Vesting / Performance |
|---|---|---|---|
| RSUs | 3/20/2024 | 2,266 RSUs; grant-date fair value $712,226 | Vest in 3 equal annual installments (time-based) |
| PSUs (dollar-denominated) | 3/20/2024 | $712,500 at target | 3-year performance period; 50% EPS, 50% relative TSR; 0–200% payout; settled in shares post period |
Options (legacy)
- 15,422 options exercisable @ $36.25 expiring 03/08/2027; 14,514 options exercisable @ $42.50 expiring 03/07/2028 .
- Company did not grant options in 2024 and generally does not grant option-like awards currently .
2024 vesting activity (realized)
| Type | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| RSUs | 12,996 | $5,615,968 |
| PSUs (2021–2023 cycle, settled 2024) | 2,544 | $799,605 |
Equity Ownership & Alignment
- Beneficial ownership as of March 1, 2025: 45,244 shares owned; 29,936 options (exercisable/will become exercisable before Apr 30, 2025); total 75,180; <1% of shares outstanding .
- Unvested RSUs at 12/31/2024: 23,082 units (market value $9,788,153 at $424.06) .
- Unvested PSU opportunities at 12/31/2024 (assuming maximum performance, indicative share counts at $424.06): 3,360 (value $1,425,000) and 2,537 (value $1,076,100) for the 2024–2026 and 2023–2025 cycles, respectively; actual payout depends on performance and share price at settlement .
- Upcoming RSU vesting schedule (CFO):
- 3,634 on 04/01/2025; 8,334 on 12/01/2025; 2,026 on 04/01/2026; 8,333 on 12/01/2026; 755 on 04/01/2027 (subject to continued employment) .
- Anti-hedging/pledging: Hedging and pledging company securities are prohibited for executives .
- Ownership guidelines: Executives must meet minimum stock ownership multiples (includes vested/unvested equity in calculation); all executives were in compliance as of 12/31/2024 .
| Ownership Item | Detail |
|---|---|
| Shares owned | 45,244 (as of 03/01/2025) |
| Options (near-term exercisable) | 29,936 (exercisable/within window) |
| Total beneficial ownership | 75,180; <1% of class |
| Unvested RSUs | 23,082 ($9.79M at $424.06) |
| PSU cycles outstanding | 2023–2025 and 2024–2026 (0–200% payout potential) |
| Hedging/pledging | Prohibited |
| Ownership guidelines | Policy in effect; in compliance as of 12/31/2024 |
Employment Terms
- Employment status: At‑will; Executive Severance Policy covers without‑cause terminations .
- Non-compete: One-year non‑compete required to receive severance; release of claims required .
- Executive Severance Policy (without cause, not in connection with CoC): Lump sum equals (base + bonus) × 1.5x for CFO, plus up to 12 months COBRA reimbursements and up to $50k outplacement; as of 12/31/2024, estimated payout for George was $3,379,323 .
- Change in Control (CoC) agreements:
- Cash severance: 2.0× (base + bonus) for CFO if terminated without cause or resigns for good reason within 12 months post‑CoC; legacy agreements for Lane/George/Shaeff also allow resignation within 90 days post‑CoC (with or without good reason) to receive severance .
- Equity acceleration: Unvested equity vests upon CoC; PSUs vest at target .
- Estimated CoC payout as of 12/31/2024 (assumed CoC + qualifying termination): Cash $4,464,323; accelerated equity $11,478,703; excise tax gross-up estimated $0; total $15,943,026 .
- Rule of 75: George qualifies; meeting age + service ≥75 deems continuous employment satisfied for equity vesting at retirement (performance still must be achieved, capped at target) .
- Clawback: Robust policy including SOX 304 recovery and expanded Dodd‑Frank recoupment adopted as an additional policy (filed with 2023 10‑K) .
| Scenario (as of 12/31/2024) | Cash ($) | Equity Acceleration ($) | Excise Gross-Up ($) | Total ($) |
|---|---|---|---|---|
| Without Cause (non‑CoC) | $3,379,323 | N/A | N/A | $3,379,323 |
| CoC + Qualifying Termination | $4,464,323 | $11,478,703 | $0 | $15,943,026 |
Multi‑Year Compensation Summary (NEO SCT)
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | $550,000 | $879,938 | $947,966 | $10,597 | $2,443,501 |
| 2023 | $633,000 | $6,116,348 | $1,231,185 | $11,124 | $7,991,657 |
| 2024 | $750,000 | $1,424,726 | $1,470,000 | $13,728 | $3,658,454 |
Note: In November 2023, the Committee granted a special one‑time 25,000 RSU award to George for retention and to recognize his historical contributions; vests in equal annual installments over 3 years (outside the regular annual cycle) .
Compensation Structure Analysis
- Mix shift and risk profile: Removal of options from annual LTI and balance of 50% RSUs/50% PSUs (since 2019) reduces leverage vs options and increases retention alignment; PSUs maintain rigorous performance linkage (EPS and relative TSR, 0–200% payout) .
- Strong pay-for-performance: 2024 EPS and FCF far exceeded max targets, driving corporate AIP payout at 180% of base for the CFO; individual component paid at 16% based on quantified goals .
- Governance features: Clawback policy updated for Dodd‑Frank; anti‑hedging/pledging; ownership requirements; high say‑on‑pay approval (>95% in 2024) .
- Potential red flags: Legacy change‑in‑control agreements include single‑trigger resignation feature (90‑day window) and single‑trigger equity acceleration at CoC; legacy agreements may include excise tax gross‑up provisions, though estimated gross‑up was $0 in the modeled 12/31/2024 scenario; company eliminated gross‑ups in new agreements from 2013 onward .
Investment Implications
- Alignment and retention: Significant unvested RSUs (23,082) with scheduled vesting through 2027 and two PSU cycles create strong retention hooks; anti‑pledging/hedging and ownership requirements reinforce alignment; all executives are in compliance .
- Selling pressure windows: Large time-based RSU tranches (notably on 12/01/2025 and 12/01/2026) and annual April 1 tranches may coincide with increased liquidity needs/tax selling; 2024 RSU/PSU vestings were sizable (RSU value realized $5.62M; PSU $0.80M) .
- Incentive focus on cash generation and profitability: AIP centered on EPS and FCF, and PSUs on EPS and relative TSR—constructive for quality of earnings and cash conversion; 2024 corporate overachievement underscores operating momentum under George’s stewardship of capital allocation and acquisitions .
- Change‑in‑control costs and acceleration: Modeled CoC obligations are material ($15.94M), including single‑trigger equity acceleration—important for M&A scenarios and dilution/retention planning .
- Shareholder support: Strong say‑on‑pay (>95%) suggests low near‑term governance friction on compensation; nonetheless, monitor any future special awards like the 2023 RSU grant to George for signs of pay inflation risk .