Barry S. Logan
WATSCOAbout Barry S. Logan
Barry S. Logan is Executive Vice President & Secretary of Watsco, Inc., which he joined in 1992 after being the company’s fourth corporate employee; he previously served as Chief Financial Officer from 1997 to 2003 and is a certified public accountant . He rejoined Watsco’s Board in March 2024 as a Common Director (term expiring 2027) and earlier served as a director from 2011 to 2018 . Company performance context: 2024 sales were a record $7.62B with operating cash flow of $773M, EPS of $13.30, 1‑year TSR of 13%, and a 30‑year TSR CAGR of ~19% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Watsco, Inc. | Chief Financial Officer | 1997–2003 | Led finance during a period of scaling via acquisitions and organic growth . |
| Watsco, Inc. | Joined as 4th corporate employee | 1992– | Foundational contributor; leads strategic initiatives, business development, and shareholder engagement . |
External Roles
- None disclosed for public companies or other organizations in the 2025 Proxy Statement .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $435,000 | $435,000 | $435,000 |
| Bonus ($) | — | — | — |
| Restricted Stock Awards ($) | — | — | — |
| Non-Equity Incentive Plan ($) | — | — | — |
| All Other Compensation ($) | $7,625 | $14,515 | $13,025 |
| Total Compensation ($) | $442,625 | $449,515 | $448,025 |
Notes:
- “All Other Compensation” for Mr. Logan comprises a comprehensive annual physical and 401(k) matching contributions .
- Watsco did not grant new equity awards to the EVP in 2024 given its long-term philosophy focused on retirement-age cliff vesting .
Performance Compensation
- Structure: Watsco’s NEO incentives are long‑dated restricted stock that typically cliff‑vest at retirement age or later; there are no annual cash incentives for NEOs .
- 2024 for Logan: No new restricted stock awards were granted to the EVP; all potential incentive remains in outstanding long‑term restricted stock .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership – Common stock | 31,783 shares; <1% of class |
| Beneficial ownership – Class B stock | 113,037 shares; 2.0% of class |
| Combined voting power | 1.3% |
| Unvested restricted shares (12/31/24) | 43,037 shares (all RS; no other equity awards outstanding for NEOs) |
| Market value of unvested restricted (12/31/24) | $23,024,795 (based on 12/31/24 close) |
| Vesting profile (weighted avg) | 12.6 years since grant; 2.0 years until cliff‑vest; 14.6‑year full holding period |
| Ownership guidelines | NEOs must own ≥5× salary; all directors/NEOs met requirements as of 12/31/24 |
| Hedging/pledging | Prohibited for directors and NEOs |
| Options outstanding | None for NEOs; outstanding equity is restricted stock |
Implication for selling pressure: The 2.0‑year weighted‑average time to cliff vest indicates a potential vesting event around 2027 for a significant portion of holdings; any post‑vesting sales would remain subject to Watsco’s insider trading policy and trading windows .
Employment Terms
- Employment agreements: None for the EVP; only the CEO has an employment agreement .
- Severance: No severance agreements for NEOs other than provisions in the CEO’s agreement .
- Change‑of‑control: Restricted stock accelerates vesting upon a change in control, death, or disability; estimated acceleration value for Mr. Logan at 12/31/24 was $23,024,795, with $1,206,532 of unrecognized share‑based compensation recognized upon acceleration .
- Clawback: Executives must reimburse incentive/equity compensation in a material restatement or in case of fraud/criminal misconduct under the Executive Clawback Policy (filed as Exhibit 97.1) .
- Hedging/pledging: Prohibited for directors and NEOs .
Board Governance
- Service history: Director (2011–2018); rejoined Board March 2024; Common Director with term through 2027 .
- Committee roles: None; Audit, Compensation, and Nominating & Governance committees are composed solely of independent directors .
- Independence status: Management director (not independent); Watsco is a “controlled company” but complies with NYSE standards—majority‑independent Board and fully independent Compensation and Nominating & Governance Committees .
- Attendance: In 2024, directors attended 100% of Board/committee meetings; independent director executive sessions held at least annually .
- Director pay: Management directors do not receive compensation for Board service; director compensation is otherwise aligned to long‑term value creation and may include stock options for non‑management directors .
Director & Shareholder Votes (Context)
| Item | 2024 Result |
|---|---|
| Say‑on‑Pay advisory vote | 49% of Common shareholder votes “For” and 91% of combined votes “For”; the next vote is scheduled for June 2, 2025 . |
Compensation Structure Analysis (Context for pay-for-performance)
- Design emphasizes at‑risk, long‑duration equity with cliff‑vesting at retirement age or later; there are no annual cash incentives for NEOs, minimal perquisites, no SERP, and no option repricing/backdating .
- Comparator framework: The Compensation Committee references an Industry Group, a “30‑Year High‑Performance” group, and the S&P 500; CEO salary ranks near the lowest percentiles while total direct compensation percentile varies by group (e.g., 2024: 19th percentile vs. Industry; 33rd vs. High‑Performance; 8th vs. S&P 500) .
Performance & Track Record (Company context for EVP’s tenure)
- 2024 performance highlights: Record $7.62B sales (+5% Y/Y), operating income $782M (10.3% margin), EPS $13.30, operating cash flow $773M, 1‑year TSR 13% .
- Long‑term TSR: ~19% CAGR over 30 years, reflecting sustained value creation aligned with the long‑term equity model .
Compensation & Incentives – Key Details for Logan
| Feature | Detail |
|---|---|
| 2024 grants | No new EVP grants in 2024; EVP received dividends on restricted shares ($10.55/share in 2024) and retains voting rights during vesting . |
| Vesting schedule | Weighted average 2.0 years remaining to cliff vest; retirement‑age cliff‑vesting structure . |
| Change‑of‑control | Accelerated vesting; estimated value $23.0M for EVP at 12/31/24 . |
Risk Indicators & Red Flags
- Hedging and pledging of Watsco shares by directors/NEOs are prohibited (mitigates misalignment risk) .
- No severance or employment agreement for EVP reduces parachute risk, but long‑dated equity can concentrate retention value (both a feature and risk) .
- Controlled company structure offset by majority‑independent Board and independent key committees .
- No option repricing/backdating; clawback policy in place .
Investment Implications
- Significant long‑term equity exposure nearing cliff‑vesting: Mr. Logan’s unvested restricted shares (43,037; $23.0M at 12/31/24) and a 2.0‑year weighted‑average time to vest point to potential vesting‑related liquidity events around 2027; any sales would be subject to insider trading policy and windows .
- Alignment and retention: The absence of cash bonuses and the reliance on retirement‑age cliff‑vesting align Mr. Logan’s wealth with long‑term TSR, supporting retention and strategic continuity while limiting short‑term cash outlays .
- Change‑of‑control sensitivity: Acceleration value of ~$23.0M indicates meaningful alignment with a strategic transaction outcome but also represents potential dilution/expense if triggered .
- Governance optics: As a management director with no committee roles, independence concerns are mitigated by Watsco’s majority‑independent Board and fully independent committees; say‑on‑pay support diverged between share classes (49% Common vs. 91% combined), signaling some shareholder scrutiny of pay design despite long‑term emphasis .