Maxine Mauricio
NOVANTAAbout Maxine L. Mauricio
Independent director of Novanta Inc. since May 26, 2020; age 54; primary residence Greenwich, CT . Executive Vice President, Chief Administrative Officer, General Counsel and Secretary of EMCOR Group, Inc. (Fortune 500) with progressive legal and governance roles since 2002; Dartmouth College (summa cum laude) and Harvard Law School (cum laude); MIT Executive Education certificate in Cybersecurity Leadership (May 2022) . Tenure on NOVT’s board: ~5 years as of the 2025 proxy; service highlighted by chairing the Environmental, Social and Governance (ESG) Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EMCOR Group, Inc. | Executive Vice President (since Feb 2021); Chief Administrative Officer (since Jan 2024); General Counsel & Secretary (since Jan 2016); Vice President & Deputy GC (2012–2015); Assistant GC (2002–2011) | 2002–present | Oversight for sustainability, D&I, HR, cybersecurity, safety, marketing; corporate governance and compliance leadership |
| Ropes & Gray LLP | Associate | Prior to 2002 | Corporate/securities practice with governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dartmouth College | Native American Visiting Committee member | Current | Institutional governance advisory |
| Dartmouth Rockefeller Center for Public Policy | Board of Visitors member | Current | Policy and governance advisory |
| MIT Management Executive Education | Certificate: Cybersecurity Leadership for Non-Technical Executives (May 2022) | 2022 | Cyber governance expertise |
Board Governance
- Committee assignments: Chair, ESG Committee; member composition includes Mauricio (Chair), Carpenter, Hulit, Secor .
- Independence: Board affirmatively determined Mauricio is independent under Nasdaq rules; 8 of 9 directors are independent .
- Attendance: In 2024, each director attended at least 83% of Board meetings and 100% of meetings of standing committees of which they were a member; Board met 6x, ESG Committee met 3x .
- Lead independent director framework and executive sessions in place (Lead Director Carpenter); robust governance practices including executive sessions and annual self-evaluations .
| Governance Element | Disclosure |
|---|---|
| ESG Committee responsibilities (Mauricio, Chair) | Director nominations; governance policies; committee qualifications; board/committee evaluations; sustainability (climate, stewardship, social issues); director compensation; enterprise cybersecurity oversight |
| Insider trading controls | Anti‑hedging policy; hedging prohibited; policy posted; anti‑pledging referenced among compensation best practices |
| Related party controls | Formal related party transaction policy with Audit Committee review and ratification procedures |
| Indebtedness | No indebtedness to the Company by any director/officer or their families since Jan 1, 2024, other than ordinary course transactions |
Fixed Compensation (Non-Employee Director – 2024)
| Component | Policy / Amount | 2024 Actual for Mauricio |
|---|---|---|
| Annual cash retainer | $67,500 for directors | $82,500 total cash (includes $15,000 ESG Chair fee) |
| Committee chair fees | ESG Chair: $15,000 | Included in cash total |
| Committee membership fees | ESG member fee $5,000 (non-chair); Audit $10,000; Comp $10,000 | Not applicable (chair only) |
| Equity grant | Annual RSUs grant-date fair value $200,000; RSUs vest upon grant and convert to common shares on first anniversary | Stock awards $199,953; grant on Jan 2, 2024; 1,217 RSUs outstanding at 12/31/24 |
| RSU valuation basis | RSUs determined using closing price $164.30 (Jan 2, 2024) | $164.30 basis |
| Total director compensation (2024) | Cash + RSUs | $282,453 total |
Performance Compensation
| Feature | Director Policy |
|---|---|
| Performance-conditioned pay | None disclosed for directors; annual RSUs vest upon grant; settlement after one year; no performance metrics attached to director equity awards |
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | Mauricio’s biography does not list other public company directorships; primary executive role at EMCOR Group, Inc. |
Expertise & Qualifications
- Legal, governance, and compliance leadership at EMCOR; oversees sustainability, diversity & inclusion, HR, cybersecurity, safety, marketing .
- Cybersecurity governance training (MIT, 2022), enhancing chair effectiveness over ESG and cyber oversight .
- Academic credentials: Dartmouth College (summa cum laude), Harvard Law School (cum laude) .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership (as of Apr 15, 2025) | 5,013 shares; includes 1,790 deferred stock units (DSUs) that convert upon leaving the Board |
| RSUs outstanding (12/31/24) | 1,217 RSUs (vested upon grant; settle on first anniversary) |
| Shares outstanding (Record Date) | 35,964,471 shares |
| Ownership % of outstanding | ~0.014% (= 5,013 ÷ 35,964,471) |
| Director stock ownership guideline | 5x annual cash retainer; compliance by all directors as of 12/31/24 |
Insider Trades (Form 4 – Alignment Signals)
| Filing Date | Transaction Date | Type | Security | Qty | Post-transaction Owned | SEC URL |
|---|---|---|---|---|---|---|
| 2025-01-06 | 2025-01-02 | Award (A) | RSUs | 1,325 | 1,325 | https://www.sec.gov/Archives/edgar/data/1076930/000112760225000789/0001127602-25-000789-index.htm |
| 2025-01-06 | 2025-01-02 | Exempt conversion (M) | Common from RSUs | 1,217 | 3,223 | https://www.sec.gov/Archives/edgar/data/1076930/000112760225000789/0001127602-25-000789-index.htm |
| 2024-07-08 | 2024-07-03 | Exempt conversion (M) | Common from RSUs | 278 | 2,006 | https://www.sec.gov/Archives/edgar/data/1076930/000112760224020192/0001127602-24-020192-index.htm |
| 2024-01-04 | 2024-01-02 | Award (A) | RSUs | 1,217 | 1,217 | https://www.sec.gov/Archives/edgar/data/1076930/000112760224000842/0001127602-24-000842-index.htm |
| 2024-01-04 | 2024-01-03 | Exempt conversion (M) | Common from RSUs | 464 | 1,728 | https://www.sec.gov/Archives/edgar/data/1076930/000112760224000842/0001127602-24-000842-index.htm |
Transactions are RSU awards and routine exempt conversions to common shares; no open-market purchases/sales disclosed during 2024–2025 period shown (alignment via RSU accumulation and settlement) [insider-trades output: URLs above].
Governance Assessment
- Board effectiveness and engagement: Independent ESG Committee led by Mauricio, with clear remit over nominations, governance, sustainability, and cybersecurity; full committee independence; robust board processes (executive sessions; annual evaluations) support oversight quality .
- Independence and attendance: Mauricio is independent; board-wide attendance thresholds met (≥83% Board; 100% committees); ESG met 3x in 2024; supports investor confidence in oversight continuity .
- Compensation alignment: Director pay structure is balanced (cash + RSUs) with simple, transparent terms; RSUs vest upon grant and settle after one year; ownership guidelines at 5x retainer with compliance by all directors—promotes “skin-in-the-game” without incentivizing short-termism .
- Ownership and trading signals: Beneficial ownership of 5,013 shares including 1,790 DSUs; routine RSU award and conversions (no open-market selling), consistent with alignment and policy constraints (anti‑hedging; anti‑pledging referenced) .
- Conflicts and related party exposure: Mauricio holds senior executive roles at EMCOR; the proxy discloses comprehensive related party transaction controls and no indebtedness involving directors/officers; no specific related party transactions involving Mauricio disclosed—mitigates perceived conflict risk .
- Shareholder sentiment: Say‑on‑pay support ~98% in 2024 indicates strong investor confidence in compensation governance; continued annual vote cadence maintained .
Additional Context (Company Governance Signals)
- Anti‑hedging policy; anti‑pledging referenced among best practices; clawback policy on incentive compensation; no excise tax gross‑ups; no option repricing without shareholder approval; double‑trigger CIC vesting for executives—overall governance posture favors shareholders .
- Auditor oversight: Independent Audit Committee with financial expert; regular risk and cybersecurity briefings; pre‑approval policy for non‑audit services .