10-K/APeriod: FY2000

EMCOR Group, Inc. Annual Report (Amendment), Year Ended Dec 31, 2000

Filed April 30, 2001For Securities:EME

Summary

EMCOR Group, Inc. filed its Annual Report (10-K/A) for the fiscal year ended December 31, 2000, on April 30, 2001. The filing provides detailed information on executive compensation, director compensation, and security ownership. Notably, the report highlights executive employment agreements with significant severance provisions, particularly in the event of a change of control, and details stock option grants and holdings for key management personnel. The company appears to be in compliance with Section 16(a) reporting requirements, with all filings made timely for the fiscal year 2000. Investors should pay close attention to the executive compensation structure, which includes base salaries, bonuses, and stock options, designed to attract, motivate, and retain key talent. The substantial severance packages offered, especially under change of control scenarios, suggest a focus on executive retention and stability. Furthermore, the ownership section reveals significant stakes held by institutional investors and insiders, which can be indicative of market sentiment and corporate governance.

Key Highlights

  • 1The filing details executive compensation packages, including salaries, bonuses, and stock options for the Named Executive Officers (NEOs).
  • 2Substantial severance packages are outlined in employment and continuity agreements for key executives, with enhanced benefits in the event of a change of control.
  • 3Information on director compensation is provided, including annual retainers, meeting fees, and stock option grants under specific plans for non-employee directors.
  • 4The report confirms that all Section 16(a) ownership reports for directors and executive officers were timely filed during fiscal year 2000.
  • 5Significant institutional ownership is disclosed, with Artisan Investment Corporation, Steven A. Van Dyke, and Albert Fried being among the largest beneficial owners of common stock.
  • 6Management and directors collectively hold a notable percentage of the company's outstanding common stock, indicating insider interest.
  • 7The company's Compensation Committee actively reviews and determines executive compensation, aiming for competitive levels and alignment with performance.

Frequently Asked Questions

EMCOR's executive compensation for fiscal year 2000 primarily consisted of base salary, annual bonuses, and stock options. The Summary Compensation Table shows these components for the Named Executive Officers (NEOs). Bonuses were often partially paid in deferred stock units, and stock options were granted with specific exercise prices and expiration dates, intended as long-term incentives.

EMCOR has structured robust employment and continuity agreements for its key executives. In the event of termination without Cause or resignation for Good Reason, executives are entitled to significant cash payments, typically multiples of their base salary and target bonus. These multiples are substantially increased if the termination occurs following a Change of Control, highlighting a strong focus on executive protection during such events.

As of April 16, 2001, significant beneficial owners of EMCOR's common stock included Artisan Investment Corporation (14.4%), Steven A. Van Dyke (11.2%), and Albert Fried (9.2%). Several other institutional investors also held substantial stakes, indicating broad institutional interest in the company.

Non-employee directors receive an annual cash retainer and fees for attending Board and committee meetings. Additionally, they are granted stock options under specific plans. For 2000, non-employee directors elected to receive their annual retainers in the form of stock options, demonstrating an alignment of director interests with shareholder value.