8-KMaterial Agreements

EMCOR Group, Inc. 8-K Report, Material Agreement (Mar 7, 2006)

Filed March 7, 2006For Securities:EME

Summary

EMCOR Group, Inc. (EME) filed an 8-K on March 7, 2006, reporting on compensation actions taken by its Compensation and Personnel Committee on March 6, 2006. The report details the 2006 annual base salaries and the 2005 bonus awards for key executive officers, including the CEO, President, CFO, and General Counsel. These compensation decisions reflect established salary structures and performance-based bonus payouts tied to company and individual achievements in fiscal year 2005. The filing provides specific dollar amounts for base salaries, which range from $360,000 for a Senior Vice President to $870,000 for the CEO. Similarly, 2005 bonuses awarded to these executives range from $680,000 for the Chief Accounting Officer and Treasurer to $1,680,000 for the CEO. A significant portion of these bonuses (20%) is payable in the form of phantom stock units, calculated based on a percentage of the bonus award and the company's stock price on March 6, 2006. EMCOR intends to provide further compensation details in its 2006 proxy statement.

Key Highlights

  • 1EMCOR Group, Inc. announced 2006 annual base salaries and 2005 bonus awards for its named executive officers on March 6, 2006.
  • 2CEO Frank T. MacInnis received a 2006 base salary of $870,000 and a 2005 bonus of $1,680,000.
  • 3President & COO Tony J. Guzzi received a 2006 base salary of $600,000 and a 2005 bonus of $1,050,000.
  • 4Bonus awards for 2005 were determined based on company performance targets and individual executive performance.
  • 520% of the 2005 bonus awards were paid in phantom stock units under the company's Incentive Plan.
  • 6Phantom stock unit calculations involved the company's stock price on March 6, 2006 ($34.40 based on calculations).
  • 7Independent directors reviewed the compensation actions, fulfilling corporate governance guidelines.

Frequently Asked Questions

This 8-K filing primarily serves to disclose material definitive agreements related to executive compensation. Specifically, it reports on the establishment of 2006 annual base salaries and the awarding of 2005 bonuses for EMCOR Group, Inc.'s named executive officers.

The 2005 bonus awards were determined based on two key factors: the company's achievement of specific performance targets set at the beginning of the 2005 fiscal year, and the individual performance of each named executive officer.

A portion (20%) of the 2005 bonus awards was paid in phantom stock units, which are a form of deferred compensation. These units derive their value from the company's stock and are designed to align executive interests with those of shareholders. The number of units awarded was calculated based on the bonus amount, the company's closing stock price on March 6, 2006, and a 125% multiplier.

Yes, EMCOR Group, Inc. indicated that it intends to provide additional information regarding the compensation awarded to its named executive officers for the 2005 fiscal year in the company's proxy statement for the 2006 annual meeting of stockholders.