Gary L. Tapella
WATSCOAbout Gary L. Tapella
Gary L. Tapella (age 81) joined Watsco’s Board in February 2025; he previously served as a Watsco director from 2006 to 2010 and as a member of Watsco’s Advisory Board since February 2022 . He retired in 2005 after a 36‑year career at Rheem Manufacturing Company, ultimately serving as President & CEO, and is currently an Operating Partner at One Rock Capital Partners, LLC; he previously served as an Operating Partner at Ripplewood Holdings, LLC from 2005 to 2009 . Tapella is nominated as a Common Director to serve until the 2028 annual meeting and has been affirmatively determined to be independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rheem Manufacturing Company | President & Chief Executive Officer; 36-year career | Retired 2005 | Long-standing HVAC supplier; industry leadership experience relevant to Watsco’s principal supplier relationships |
| Watsco, Inc. | Director | 2006–2010 | Prior Board service; governance continuity |
| Watsco Advisory Board | Member | Since Feb 2022 | Board refreshment pipeline; engagement with Board topics |
| Ripplewood Holdings, LLC | Operating Partner | 2005–2009 | PE operations expertise |
External Roles
| Organization | Role | Start | End/Current |
|---|---|---|---|
| One Rock Capital Partners, LLC | Operating Partner | — | Present |
| Ripplewood Holdings, LLC | Operating Partner | 2005 | 2009 |
Board Governance
- Committee memberships: Member, Compensation Committee; Member, Nominating & Governance Committee; not a chair .
- Independence: Board affirmatively determined Tapella is independent under NYSE guidelines .
- Attendance and engagement: In 2024, the Board held 4 meetings and all directors attended 100% of Board and committee meetings; Tapella joined in 2025, so his attendance will be reported prospectively .
- Committee workload context (2024): Compensation Committee met 6 times; Nominating & Governance Committee met 3 times .
- Governance structure: Watsco is a “controlled company” (53.6% combined voting power controlled by the Nahmad family) but maintains a majority‑independent Board and fully independent Compensation and Nominating & Governance Committees .
Fixed Compensation
| Element | Structure/Terms | 2024 Program Notes |
|---|---|---|
| Cash fees | Chair-only cash fees (e.g., $10,000 for Nominating & Governance Chair; $25,000 for Audit and Compensation Chair) | No general director retainer disclosed; chair fees only |
| Equity awards | Stock options awarded from time to time at Chairman’s discretion after consultation with Compensation and Nominating & Governance Committees; options vest over 2 years and expire after 5 years | No tax gross‑ups for directors; directors reimbursed for reasonable expenses |
Tapella joined the Board in Feb 2025; 2024 director compensation disclosures therefore do not include him .
Performance Compensation
| Performance Metric | Applicability to Director Compensation | Vesting/Conditions |
|---|---|---|
| Performance‑based metrics (EPS, TSR, ESG) | Not disclosed/applicable for directors; director equity is option-based time vesting | Options vest over 2 years; expire after 5 years |
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No compensation committee interlocks disclosed involving Tapella; 2024 interlocks section shows no such relationships for the committee composition that year . |
Expertise & Qualifications
- HVAC industry expertise and regulatory familiarity from senior leadership at Rheem .
- Social, management, and leadership skills; corporate governance experience; financial reporting and internal controls exposure .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Common stock beneficially owned | 3,113 shares | 1,613 shares in an IRA; 1,500 shares issuable upon exercise of presently exercisable options under the 2021 Plan; <1% of outstanding common shares |
| Class B common stock | 0 shares | — |
| Options (exercisable) | 1,500 shares | 2021 Plan; presently exercisable |
| Ownership guidelines | Minimum $100,000 for directors | Two‑year grace period to comply; compliance is assessed annually; as of Dec 31, 2024 all directors/NEOs satisfied requirements (Tapella joined 2025) |
| Hedging/pledging | Prohibited | Directors and NEOs are prohibited from hedging or pledging Watsco shares |
Governance Assessment
- Independence and committee roles: Affirmative independence determination and placement on Compensation and Nominating & Governance committees strengthen governance oversight; no committee chair role mitigates concentration of influence .
- Alignment and skin‑in‑the‑game: Beneficial ownership includes 3,113 common shares and 1,500 exercisable options; while percentage is <1%, Watsco’s director ownership policy mandates a minimum $100,000 stake with a two‑year grace period for new directors; Tapella’s compliance will be assessed per policy cycles .
- Conflicts/related‑party exposure: Prior CEO role at Rheem (a principal supplier to Watsco) presents potential perceived conflict; however, Tapella retired in 2005 and no related‑party transactions involving him are disclosed. Audit Committee pre‑approves related party transactions and disclosed only Greenberg Traurig (related to another director) in 2024 .
- Engagement and attendance signals: Board and committee attendance were 100% in 2024; Tapella’s attendance will be monitored starting 2025. Independent director executive sessions occur at least annually .
- RED FLAGS: None disclosed specific to Tapella (no related‑party transactions, no hedging/pledging, no tax gross‑ups). Potential perception risk due to historical supplier leadership is noted but mitigated by independence determination and lack of disclosed transactions .