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Definitive Proxy Statement

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To elect the nine directors identified in this Proxy Statement to serve until the next Annual Meeting and until their successors are duly elected and qualified.

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To consider a non-binding advisory resolution approving named executive officer compensation.

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To ratify the appointment of Ernst & Young LLP as our independent auditors for 2022.

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To consider a stockholder proposal regarding special stockholder meetings, if properly presented.

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To transact such other business as may properly come before the meeting or any adjournment thereof.

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Indicates that our Notice of 2022 Annual Meeting of Stockholders and Proxy Statement and our 2021 Annual Report are available at www.proxyvote.com;

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Provides instructions on how holders of our Common Stock may vote their shares; and

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Indicates how holders of our Common Stock may request printed copies of these materials, including the proxy card or a voting instruction form.

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Vote for the election of the 9 directors identified in this Proxy Statement;

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Consider a non-binding advisory resolution approving named executive officer compensation, as described in the “Compensation Discussion and Analysis,” executive compensation tables, and accompanying narrative disclosures of this Proxy Statement;

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Consider the ratification of the appointment of Ernst & Young LLP to serve as our independent auditors for 2022; and

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Consider a stockholder proposal regarding special stockholder meetings, if properly presented.

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“FOR” the election of each of the 9 director nominees identified in this Proxy Statement;

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“FOR” the adoption of the advisory resolution approving named executive officer compensation;

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“FOR” the ratification of the appointment of Ernst & Young LLP to serve as our independent auditors for 2022; and

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“AGAINST” the stockholder proposal regarding special stockholder meetings.

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following the instructions on the Notice of Internet Availability of Proxy Materials to vote by telephone or the Internet; or

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completing, signing, dating and returning the proxy card or voting instruction form by mail.

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The proxy holders will vote the shares represented by your valid and timely received proxy in accordance with your instructions.

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If you do not specify instructions on your signed proxy when you submit it, the proxy holders will vote the shares represented by the proxy in accordance with the recommendations of our Board of Directors on each item of business identified on page 2.

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If any other matter properly comes before the Annual Meeting, the proxy holders will vote the shares represented by proxy on that matter in their discretion.

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Instructions on how to attend and participate via the Internet, including how to demonstrate proof of Common Stock ownership, are posted at www.virtualshareholdermeeting.com/EME2022.

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Questions regarding how to attend and participate via the Internet will be answered by calling (800) 586-1548 (U.S.) or (303) 562-9288 (International) on the day before the Annual Meeting and the day of the Annual Meeting.

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Please have your 16-digit control number to enter the Annual Meeting.

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Stockholders may submit questions while attending the Annual Meeting via the Internet.

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sending written notice to Corporate Secretary, EMCOR Group, Inc., 301 Merritt Seven, 6th Floor, Norwalk, CT 06851;

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timely delivery of a valid later-dated proxy or a later-dated vote by telephone or on the Internet; or

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if you are a record holder, attending the Annual Meeting and voting in person or participating in the Annual Meeting virtually via the Internet and voting again.

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Majority Voting. Under our By-Laws, a majority of the votes cast is required for the election of directors in an uncontested election (which is the case for the election of directors at the Annual Meeting). A majority of the votes cast means that the number of votes cast “for” a nominee must exceed the number of votes cast “against” that nominee for such nominee to be elected. Each director nominee is required to deliver to the Company an irrevocable contingent resignation in advance of the distribution of the proxy materials for an annual meeting at which the director is expected to be nominated for election. If a director nominee does not receive a majority of the votes cast in an uncontested election, our Corporate Governance Committee is to recommend whether to accept or reject that director’s resignation and/or whether to take other action. The Board is, within 90 days of the certification of the election results and after consideration

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Independent Lead Director. A Lead Director is appointed when the Chairman is not independent, and a Lead Director may be appointed in other instances if the Board so determines. Our current Chairman of the Board, Mr. Anthony J. Guzzi, is not an independent director and, accordingly, on June 1, 2018, the Board elected Mr. M. Kevin McEvoy, one of our independent directors, as Lead Director. The Lead Director presides at meetings at which the Chairman is not present, including executive sessions; calls meetings of the independent directors; participates in the formation of the agenda for each Board meeting; serves as a liaison between the Chairman and the independent directors; and performs such other duties as the Board may from time to time delegate. The Lead Director is elected annually.

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Director Retirement Policy. A director may not be nominated for re-election if the director has or will have reached age 76 when he or she would otherwise stand for election. This policy may be waived by the Board.

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Director Term Limit Policy. A non-management director may not be nominated for re-election if the director has or will have served for 20 years or more when he or she would otherwise stand for election. This policy may be waived by the Board.

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Stock Ownership Guidelines. In an effort to further align the interests of our non-employee directors and named executive officers with our stockholders, our stock ownership guidelines require directors and our named executive officers to own and retain a significant financial stake in our Common Stock. Currently, all directors and executive officers are in compliance with such ownership requirements. Such guidelines set stock ownership targets expressed as the value of the shares of the Common Stock held by a director or named executive officer that is equivalent to three times the director annual cash retainer in effect as of October 22, 2012 (the “Effective Date”) for non-employee directors, five times the annual base salary rate as of the Effective Date for our Chief Executive Officer, and three times the annual base salary rate as of the Effective Date for each other named executive officer. A non-employee director who is first elected to the Board after the Effective Date is expected to own within five years of his/her election shares equivalent in market value to three times the director’s annual cash retainer in effect on the date of such director’s initial election to the Board. An individual who is first elected Chief Executive Officer of the Company or a named executive officer of the Company is expected to own, within five years of such officer’s initial election as such, shares equivalent in market value to five times or three times, respectively, of such officer’s annual base salary, in each case, as in effect on the date of such officer’s initial election to such position. Shares of Common Stock held by a director or named executive officer, as applicable, are valued based upon the greater of the value of a share of Common Stock on (a) the applicable measurement date, or (b) the date of the grant of such shares of Common Stock. Shares owned separately by the individual, owned jointly with or separately with an immediate family member residing in the same household, held in trust for such officer or director, or members of such officer’s or director’s immediate family, and restricted stock and restricted stock units, are counted for purposes of determining compliance with the stock ownership guidelines.

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No Hedging and No Pledging Policy. We prohibit our directors and named executive officers from participating in any hedging or monetization transactions involving Company securities. The policy also prohibits directors and named executive officers from holding any Company securities in a margin account and from pledging their Company securities as collateral for a loan.

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Executive Compensation Recoupment Policy. Our Executive Compensation Recoupment Policy provides that if the Company is required to prepare an accounting restatement to correct an error that is material to its previously issued financial statements, then the Board can generally seek reimbursement from our named executive officers of incentive based compensation that was granted, earned or became vested based wholly or in part upon the attainment of a financial reporting measure during the three completed fiscal years immediately preceding the date of such accounting restatement to the extent that such incentive based compensation would have been lower had the financial reporting measure been based upon the restated financial results.

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Stockholder Right to Call Special Meetings. Our By-Laws require that the Board convene a special meeting at the request of stockholders owning at least 25% of our outstanding Common Stock. This stockholder right does not contain any material restrictions. This threshold carefully balances stockholder empowerment and protection. The Board believes that given the stock ownership concentration of our outstanding Common Stock (two of our stockholders currently hold in excess of 10% of our outstanding Common Stock), 25% is the appropriate threshold.

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an executive officer;

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a director or director nominee;

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a beneficial holder of 5% or more of our Common Stock, which we refer to as a “Significant Holder;”

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an immediate family member of an executive officer, director, director nominee or Significant Holder; or

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an entity which is directly or indirectly owned or controlled by one of the above persons or in which one of the above persons has a direct or indirect substantial ownership interest.

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Environmental Handbook. We provide our employees with clear guidelines to identify and comply with broadly-applicable environmental regulatory requirements, in the form of the Environmental Overview Handbook (the “Handbook”). The Handbook is a company-wide resource provided to all employees, offering practical guidance on key topics of environmental responsibility. We provide our employees with regular training sessions with respect to the Handbook.

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Third Party Advisors and Accountability. We work closely with a leading global consulting firm to review compliance company-wide, conduct investigations and, when necessary, advise us on any testing or remediation appropriate to comply with applicable laws, our own internal policies and the requirements of our customers. In 2018, we also partnered with EcoVadis, an international sustainability platform, to evaluate our sustainability efforts on an annual basis. Our most recent evaluation earned us a “Bronze Recognition Level” score, in the top 50% of all evaluated companies.

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Assisting Customers Enhance Efficiency. We provide clients with expertise, technology and smart solutions to improve energy efficiency and provide greater control over energy use, sourcing and costs. This includes analyzing, designing and reviewing energy projects for customer facilities; lowering energy costs and reducing our customers’ carbon footprint through facility retrofitting and re-commissioning; Leadership in Energy and Environmental Design (LEED) certification and support; installation, maintenance and support for photovoltaic, fuel cell, solar, wind, biomass, landfill gas, tidal and biofuel energy generation and transport; waste-heat recovery energy generation and other waste-to-energy systems; energy efficiency program management and consulting, including operation of customer energy systems and energy producing equipment; energy audits; water system conservation and retrofits; and lighting, mechanical and electrical system retrofits. A recent example of the results of these efforts is the installation of new specialized laboratory cooling equipment by our subsidiary EMCOR Services New York/New Jersey for Columbia University’s Gary C. Comer Geochemistry Building. By replacing conventional air-cooled chillers with a dedicated, efficient dry cooler system, EMCOR’s energy expertise helped Columbia save more than 200,000 kWh of electricity (and $21,000 annually), while reducing service requirements and maintenance costs. These savings eliminated 141 metric tons of carbon dioxide emissions annually, an estimated 2,115 metric tons of carbon over the life of the equipment.

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Evolving with the Energy Sector. Our industrial services segment provides specialized service, construction and manufacturing expertise tailored for the complex needs of a range of energy industry clients, from oil and gas operations to cutting edge solar energy projects. Our services help to improve the energy efficiency of oil and gas refineries and petrochemical plants. As we anticipate that the need for these services will decline in the future, we have started to reposition our expertise in this area to construct and maintain carbon capture technologies and renewable energy resources. For example, our subsidiaries Ardent Services, LLC and Rabalais Constructors, LLC recently provided power distribution and DC “power gathering” services for the Corazon Ranch Solar Farm, a 200-megawatt solar farm in southern Texas. EMCOR’s range of energy infrastructure expertise played a key role in this 16,000 acre, 660,000 photovoltaic solar panel project, capable of powering up to 38,000 homes.

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Measuring and Reducing our Carbon Footprint. We have implemented a broad array of internal programs to measure and analyze our greenhouse gas (“GHG”) emissions in order to reduce our carbon footprint. In 2015, we launched a company-wide carbon footprint analysis to measure energy usage and emissions, which includes detailed breakdowns of energy usage by subsidiary operating company, comprehensive fuel consumption tracking, and energy vendor source type and carbon dioxide equivalency. To improve energy efficiency and reduce emissions, we are installing and maintaining more energy efficient electrical and environmental control systems at our facilities, as well as installing solar panels at certain facilities. Since our largest source of carbon emissions is our fleet of approximately 12,000 service vehicles, we are undertaking improvements to equipment and practices across the board to reduce fuel usage and increase efficiency through better use of our GPS routing and tracking systems, a change in the mix of our fleet by vehicle size and capacity, and the use of hybrid and electric vehicles. Current projects include working with most of the major vehicle manufacturers to pilot and test more fuel-efficient vehicles. Through this process,

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Setting and Achieving Emissions Targets. In recognition of the importance of reducing global net carbon emissions in the coming decades to prevent the worst consequences of climate change, we have planned to achieve a 20 percent reduction in our per capita GHG emissions by 2035 (based on a 2021 baseline, and not on 2020, for the reasons discussed above with respect to the COVID-19 pandemic). After engagement with our stockholders, we have retained a leading third party consulting firm to assist us in evaluating the establishment of independently verified short, medium, and long-term science-based GHG emissions reduction targets, in order to achieve net-zero emissions by 2050 in line with the Science Based Targets initiative (the “SBTi”), with a goal to submit a formal commitment notice regarding establishing such targets to the SBTi in the fall of 2022.

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Sustainability Task Force. In 2021, we also established the EMCOR Group, Inc. Sustainability Task Force for the purpose of planning, coordinating and evaluating our sustainability efforts at every level across all our businesses, including meeting our GHG emissions and carbon-based fuel reduction targets. The Sustainability Task force is comprised of senior leaders, including our Chief Executive Officer, Executive Vice President – Shared Services, Executive Vice President and General Counsel, and Vice President for Safety, Quality and Productivity, as well as a diverse team of leaders in our operations, procurement, safety, legal and compliance functions.

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Air Filtration and Sanitation. The COVID-19 pandemic has underscored the importance of indoor air quality (IAQ) systems to help protect the health and safety of occupants. Our IAQ services are helping clients address these concerns across a broad range of facilities and industries. Indoor air pollutants can negatively impact tenant satisfaction and cause serious health problems for occupants who have respiratory conditions, autoimmune disorders or environmental allergies. Airborne pathogens also build up in HVAC systems, leading to decreases in cooling capacity and reductions in energy efficiency. Our IAQ experts and professional technicians offer a full suite of services aimed at improving health and safety, ranging from routine maintenance and duct cleaning to the latest in ultra-violet (UV-C) technology and patented ionization products to kill and remove most pathogens.

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The EMCOR Pink Hard Hat Program, supporting breast cancer awareness and highlighting our “Protect Yourself. Get Screened Today” initiative.

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EMCOR’s Troop Support Program, supporting veteran employment, sending care packages to active duty servicemembers and providing education assistance to veterans and their families through the Johnny Mac Soldiers Fund.

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Combating Human Trafficking by sponsoring Womankind’s 9th Annual Anti-Trafficking Conference and supporting Womankind’s efforts to help survivors of domestic violence, human trafficking and sexual violence.

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Our Communities For A Cause program, which supports local charitable causes and community outreach programs of our subsidiaries. The Company donates to these local organizations, which include food banks, homeless housing projects, community clean-ups, and scholarships.

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engaging (subject to ratification by stockholders), overseeing, and discharging our independent auditors;

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setting our independent auditors’ fees;

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reviewing the scope and audit procedures of our independent auditors;

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approving audit and permitted non-audit services;

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reviewing the senior audit engagement team members;

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reviewing our annual and quarterly financial statements;

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receiving periodic reports from our independent auditors and management regarding the auditors’ independence;

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meeting with our management and independent auditors on matters relating to, among other things, major issues regarding accounting principles and practices and financial statement presentation, and the adequacy of our internal controls over financial reporting;

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reviewing our internal auditing and accounting personnel;

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advising our Board with respect to our policies and procedures regarding compliance with applicable laws and regulations;

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discussing with our management and independent auditors the Company’s guidelines, policies, programs and practices with respect to risk assessment and risk management, including, without limitation, cybersecurity and climate related risks, the Company’s major risk exposures, and steps management takes to monitor and control such exposures;

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confirming, together with the Compensation Committee, that our compensation practices and programs do not encourage excessive or unnecessary risk; and

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overseeing of our share repurchase program.

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overseeing the evaluation of our management and reviewing and advising our Board regarding the qualifications of individuals identified as candidates for positions as our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and General Counsel and for the position of Chief Executive Officer of each subsidiary whose proposed annual base salary is $500,000 or more;

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reviewing and approving corporate goals and objectives relevant to compensation for our Chief Executive Officer, evaluating our Chief Executive Officer’s performance in light of those goals and objectives and, with input from our other independent directors, determining our Chief Executive Officer’s compensation based on this evaluation;

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reviewing and approving, based on proposals made by our Chief Executive Officer, compensation for our named executive officers as well as the compensation for each of our and our subsidiaries’ other officers and employees whose proposed annual base salary is $500,000 or more and for approving, with input from our other independent directors, any employment, severance or similar contracts for our and our subsidiaries’ officers and employees whose proposed annual base salary is $500,000 or more; and

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making recommendations to our Board with respect to incentive compensation plans for our officers and other employees, and administering those plans and reviewing executive development plans.

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the individual compensation consultant receives no incentive or other compensation based on the fees charged to the Company for other services provided by Mercer or Other Marsh Subsidiaries;

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the individual compensation consultant is not responsible for selling or providing other services of Mercer or Other Marsh Subsidiaries to the Company, except with respect to executive and director compensation;

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Mercer’s professional standards prohibit the individual compensation consultant from considering any other relationships Mercer or its affiliates may have with the Company in rendering his or her advice and recommendations;

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the individual compensation consultant has direct access to the Compensation Committee and the Corporate Governance Committee without management intervention;

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the individual compensation consultant does not own any stock of the Company;

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the individual compensation consultant does not provide any services to us other than those provided at the direction of the Compensation Committee with respect to executive compensation and the Corporate Governance Committee with respect to non-employee director compensation;

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there is no business or personal relationship between any Compensation Committee or Corporate Governance Committee member or named executive officer of the Company and the individual compensation consultant or Mercer;

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the amount of fees received by Mercer for the services provided to the Compensation Committee and Corporate Governance Committee in 2021 represent on a combined basis less than 0.00947% of the total 2021 revenues of Mercer; and

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all non-executive and non-director compensation services are provided by personnel of Mercer and Other Marsh Subsidiaries who are not involved in providing services at the direction of the Compensation Committee or the Corporate Governance Committee.

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leading the search for individuals qualified to become members of our Board, consistent with criteria approved by the Board and set forth in our Corporate Governance Guidelines;

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recommending to the Board nominees for election to the Board;

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developing and overseeing an annual self-evaluation process for the Board and its committees;

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overseeing our environmental, social and governance program;

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reviewing and determining whether to consent to Related Party Transactions; and

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making recommendations with respect to:

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corporate governance guidelines;

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compensation and benefits for non-employee directors; and

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matters relating to Board members’ retirement and removal, the number, function and membership of Board committees, director and officer liability insurance, and indemnity agreements between us and our officers and directors.

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consideration of those individuals recommended by stockholders as candidates for Board membership and those individuals recommended in response to requests for recommendations made of Board members and others, including those individuals suggested by any third party search firm retained by the Corporate Governance Committee, from time to time;

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meeting, from time to time, to evaluate biographical information and background material relating to candidates; and

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interviews of selected candidates by members of the Corporate Governance Committee and other members of the Board.

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to reward our named executive officers’ expertise and experience;

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to reward our named executive officers’ performance that drives achievement of our short-term and long-term goals by providing a strong link between pay and performance; and

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to align our named executive officers’ compensation with the interests of our stockholders.

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compensation should reinforce our business strategy and long-term stockholder value creation;

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a significant portion of named executive officer total compensation should be at risk and tied to the achievement of our financial objectives while considering the achievement of the named executive officer’s annual individual goals and objectives. When we exceed our financial objectives for the relevant performance period, we reward our named executive officers with incentive awards greater than their respective targeted incentive awards based on financial performance. When our financial performance does not meet the established financial objectives, our named executive officers receive either no incentive awards based on this criteria or incentive awards that are less than their targeted incentive awards. The Compensation Committee sets the objectives for a particular performance period;

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incentive compensation should reflect both our short-term and long-term financial performance;

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incentives should align the interests of our stockholders and named executive officers by paying a meaningful portion of incentive awards in equity;

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incentive awards should serve as a recruitment and retention device so that named executive officers are motivated to join and stay with us; and

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incentive-based compensation paid to a named executive officer should generally be subject to recoupment by the Company if the Company is required to prepare an accounting restatement of a financial statement and, during the three-year fiscal period preceding the restatement date, the incentive based compensation paid to the named executive officer is in excess of what would have been paid to him or her under the accounting restatement (the “Recoupment Policy”).

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base salary;

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short-term incentives in the form of annual incentive awards (the “Annual Incentive Program”) based upon our financial performance for the applicable year subject to two metrics: diluted earnings per share from continuing operations and the ratio of our positive operating cash flow to our operating income;

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longer-term incentives under our Long Term Incentive Plan, which we refer to sometimes as the “LTIP” and which is discussed below and, at times, other equity grants. These incentives principally come in the form of:

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annual equity awards in the form of restricted stock units representing the right to receive shares of our Common Stock, which generally cliff vest after three years; and

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performance-based cash incentive awards based on our financial performance measured by our diluted earnings per share from continuing operations during multi-year measurement periods;

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certain retirement programs, as described below; and

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perquisites, which have been provided for over 20 years, and principally include dues reimbursement for a club where the named executive officer can entertain clients and other business contacts, term life insurance, an auto allowance and associated expenses, and a tax “gross up” on these perquisites.

(1)

While the Matrix contains these percentages, the Maximum Potential Incentive Award for the named executive officers would be as follows: Mr. Guzzi, 250%; Mr. Pompa, 220%; and for each of Mr. Matz and Ms. Mauricio, 200%.

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Continue to use our Values of Mission First, People Always to guide the Company with a focus on our People Always values of Mutual Respect, Teamwork and Safety as we continue to develop and implement COVID protocols with the goal of keeping our employees safe and returning to normal operations.

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Work with Corporate and Segment Senior Leadership teams to update our 5-year strategic plan, culminating with an update to the Board in late 2021. We will particularly focus on our 5-year financial outlook and capital allocation.

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Relaunch and redesign our EMCOR executive education program post-pandemic, again emphasizing our People Always values. Also, renew our post-pandemic comprehensive training across EMCOR to reinforce our leadership culture.

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Continue to refine our IT roadmap and continue to improve our cybersecurity efforts.

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Continue to emphasize our long-term goal of a 20 percent per capita reduction in GHG by 2035.

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Continue to use our Values of Mission First, People Always to guide the Company with a focus on our People Always values of Mutual Respect, Teamwork and Safety as we continue to develop and implement COVID protocols with the goal of keeping our employees safe and returning to normal operations.

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Work with Corporate and Segment Senior Leadership teams to update our 5-year strategic plan, culminating with an update to the Board in late 2021. We will particularly focus on our 5-year financial outlook and capital allocation.

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Continue to refine our IT roadmap and continue to improve our cybersecurity efforts.

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Continue to emphasize our long-term goal of a 20 percent per capita reduction in GHG by 2035.

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Leverage our Teams environment to execute financial and risk management training through the subsidiary level in order to build upon your successful in-person training.

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Continue to build out our Risk Management capability and leverage our captive as appropriate.

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Continue to use our Values of Mission First, People Always to guide the Company with a focus on our People Always values of Mutual Respect, Teamwork and Safety as we continue to develop and implement COVID protocols with the goal of keeping our employees safe and returning to normal operations.

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Work with Corporate and Segment Senior Leadership teams to update our 5-year strategic plan, culminating with an update to the Board in late 2021.We will particularly focus on our 5-year financial outlook and capital allocation.

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Relaunch and redesign our EMCOR executive education program post-pandemic, again emphasizing our People Always values. Also, renew our post-pandemic comprehensive training across EMCOR to reinforce our leadership culture.

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Continue to refine our IT roadmap and continue to improve our cybersecurity efforts.

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Continue to emphasize our long-term goal of a 20 percent per capita reduction in GHG by 2035.

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Build out our training platforms for both in-person and virtual training efforts.

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Continue to develop our ACTS platform for not only safety but also environmental reporting and complete our Business Continuity Plan (BCP) platform.

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Continue to use our Values of Mission First, People Always to guide the Company with a focus on our People Always values of Mutual Respect, Teamwork and Safety as we continue to develop and implement COVID protocols with the goal of keeping our employees safe and returning to normal operations.

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Work with Corporate and Segment Senior Leadership teams to update our 5-year strategic plan, culminating with an update to the Board in late 2021. We will particularly focus on our 5-year financial outlook and capital allocation.

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Relaunch and redesign our EMCOR executive education program post-pandemic, again emphasizing our People Always values. Also, renew our post-pandemic comprehensive training across EMCOR to reinforce our leadership culture.

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Continue to refine our IT roadmap and continue to improve our cybersecurity efforts.

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Continue to emphasize our long-term goal of a 20 percent per capita reduction in GHG by 2035.

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Continue to strengthen our cybersecurity posture through training across the organization.

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Continue to use Teams and IT infrastructure to conduct targeted legal training especially on diversity and inclusion and employment law.

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an annual award of a number of restricted stock units to senior executives, including the named executive officers. This is the retention component. This number of restricted stock units (in respect of which an equal

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an award of a potential performance-based cash incentive award, which we refer to sometimes as the “LTIP Cash Target Bonus,” and which is the performance component. This component provides for the annual establishment of three year measurement periods. The award year and the two ensuing years make up each measurement period. Each named executive officer may receive a performance-based cash incentive award, depending upon how closely our actual aggregate earnings per share for the three year measurement period compares to a pre-established earnings per share objective for that measurement period. The Compensation Committee sets the earnings per share objectives. When we refer to “earnings per share” with respect to our LTIP, we mean earnings per share on a diluted basis. However, earnings per share with respect to three year measurement periods are to be computed without giving effect to (a) non-cash charges directly associated with the write-down of balance sheet values of assets, (b) investment banking, consulting, legal, and accounting fees and related disbursements directly associated with any proposed or consummated (i) acquisition or investment or (ii) sale or disposition of Company assets or securities, (c) the effect of any changes in statutory tax rates from those in effect on March 29, 2010, (d) restructuring charges due to a sale or closure of a subsidiary’s business, (e) the cumulative effect of any change in accounting principles, (f) with respect to three year measurement periods commencing on or after January 1, 2012, charges relating to withdrawal liabilities in connection with multi-employer pension plans and lump sum type surcharges (as opposed to increases in hourly contribution rates) assessed by any multi-employer pension plan to ameliorate an underfunding in such plan, and (g) with respect to three year measurement periods commencing on or after January 1, 2016, income or losses from discontinued operations. The Compensation Committee may also, within the first 90 days of the commencement of a three year measurement period, adjust any such period’s earnings per share to omit the impact on such earnings per share of extraordinary items, gains or losses on the acquisition or disposal of a business, and/or unusual or infrequently occurring events and transactions, in each case to the extent permitted under Section 162(m) of the Internal Revenue Code of 1986, as amended, referred to herein as the “Code.” We use the three year measurement period to extend a named executive officer’s focus over multiple-year periods. This is intended to help achieve positive sustained long-term financial results and to align the named executive officer’s interests with longer-term stockholder interests. If we achieve 100% of the earnings per share objective that the Compensation Committee has established for a measurement period, the named executive officer will receive 100% of his/her LTIP Cash Target Bonus. If we achieve 50% of the earnings per share objective for a measurement period, the named executive officer will receive 50% of his/her LTIP Cash Target Bonus. If we fail to achieve our minimum objectives of at least 50% of the pre-established earnings per share objective for a measurement period, no performance-based cash incentive award is payable in respect of that measurement period. If we achieve 120% or more of the pre-established earnings per share objective for a measurement period, the named executive officer will receive 200% of his/her LTIP Cash Target Bonus. For earnings per share falling between 50% and 100% of the earnings per share objective for the measurement period or between 100% and 120% of the earnings per share objective, the percentage of his/her LTIP Cash Target Bonus is interpolated from 50% to 100% of his/her LTIP Cash Target Bonus and from 100% to 200% of his/her LTIP Cash Target Bonus, respectively. The named executive officer would not be entitled to any performance-based cash incentive award for any measurement period in which his/her employment is terminated by us for cause or in which he/she leaves our employment without good reason. However, if, during a measurement period, his/her employment is terminated by us without cause, by him/her for good reason or by reason of his/her death, permanent disability or retirement at age 65 or

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all the shares issuable in respect of his or her LTIP restricted stock units no later than six months after the named executive officer’s termination date; and

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with respect to each measurement period then in effect, a prorated amount of the LTIP performance-based cash incentive award that he/she would have received had he or she remained in our employ during the entire measurement period.

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was at any time during 2021 an officer or employee of ours or any of our subsidiaries;

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was formerly an officer of ours or of any of our subsidiaries; or

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has or had any relationship requiring disclosure by us under any paragraph of Item 404 of Regulation S-K of the Securities and Exchange Commission.

(1)

For 2020, the annual base salaries of our named executive officers were as follows: Mr. Guzzi: $1,175,000; Mr. Pompa: $735,000; Mr. Matz: $582,000; and Ms. Mauricio: $485,000. In response to the COVID-19 pandemic, the annual salary of each named executive officer was reduced by 25% for the period from April 6, 2020 to July 3, 2020. The amount of such reduction, which is reflected in this column, for each named executive officer was as follows: Mr. Guzzi: $73,437; Mr. Pompa: $45,937; Mr. Matz: $36,375; and Ms. Mauricio: $30,312.

(2)

The amounts reported in this column for each year include the annual incentive awards earned in such year, but paid in cash in the subsequent year, based on achievement (as determined by the Compensation Committee in its discretion) of the named executive officer’s pre-established annual personal goals and objectives for such year. These amounts exclude those amounts earned in such year, but paid in cash in the subsequent year, based on achievement of pre-established financial performance metrics. The annual incentive awards earned in 2021 for each of the named executive officers based on their achievement of pre-established non-financial annual performance goals and objectives are as follows: Mr. Guzzi, $44,062; Mr. Pompa, $24,750; Mr. Matz, $17,610; and Ms. Mauricio, $15,600.

(3)

Stock awards reflected in this Table represent for 2019, 2020, and 2021 the aggregate grant date fair value for restricted stock units computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718, disregarding the effect of potential forfeitures. There can be no assurance that these amounts will be realized. These stock awards consist of, for 2019, 2020, and 2021, time-based restricted stock units granted under our LTIP.

(4)

The amounts reported in this column for each year include the annual incentive awards earned in such year based on achievement of pre-established financial performance metrics but paid in cash in the subsequent year. These annual incentive awards earned in 2021 for each of the named executive officers are as follows: Mr. Guzzi, $2,893,438; Mr. Pompa, $1,625,250; Mr. Matz, $1,156,390; and Ms. Mauricio, $1,024,400. The amounts reported in this column for each year also include amounts paid in the subsequent year under the LTIP in respect of LTIP Cash Target Bonuses for the measurement period ending during such year. These LTIP amounts for each of the named executive officers for the 2019  —  2021 measurement period were as follows: Mr. Guzzi, $4,443,750; Mr. Pompa, $1,583,550; Mr. Matz, $1,111,800; and Ms. Mauricio, $780,045.

(5)

The amounts reported in this column for each named executive officer include: (a) an automobile allowance, reimbursement for auto insurance on such vehicle, and reimbursement for the cost of maintenance and repair of such vehicle; (b) reimbursement for monthly dues in a club suitable for entertaining clients and other business contacts; (c) the value of tickets to certain sporting events, as applicable; and (d) premiums paid for $10 million of excess liability insurance. The amounts in this column also include the cost of premiums paid by us for term life insurance for each named executive officer, which such amounts for 2021 were as follows: Mr. Guzzi, $14,110; Mr. Pompa, $9,558; Mr. Matz, $24,208; and Ms. Mauricio, $5,274. In addition, the amounts reported in this column include reimbursement for taxes on certain of the foregoing perquisites for each of the named executive officers, which such amounts for 2021 were as follows: Mr. Guzzi, $40,168; Mr. Pompa, $36,710; Mr. Matz, $50,020; and Ms. Mauricio, $39,131. The amounts also include matching contributions provided by us under our 401(k) Plan for the account of each named executive officer which amount for 2021 was $14,935, and basic and supplemental matching credits provided by us under our Voluntary Deferral Plan for each named executive officer participating in such plan, which amounts for 2021 were as follows: Mr. Guzzi, $45,578; Mr. Pompa, $23,690; Mr. Matz, $15,296; and Ms. Mauricio, $11,845. No amounts are included in this column for earnings on deferred compensation because the named executive officers do not receive above-market or preferential earnings on compensation that is deferred.

(i)

The median of the annual total compensation of all of our employees, determined as described below and excluding Mr. Guzzi, our Chairman, President and Chief Executive Officer, was approximately $53,094;

(ii)

Mr. Guzzi’s annual total compensation for 2021, as shown in the Summary Compensation Table on page 34, was $11,024,040; and

(iii)

The ratio of Mr. Guzzi’s 2021 annual total compensation was approximately 208 times that of our median employee.

(1)

Consists of time-based restricted stock units awarded in January 2021 under our LTIP.

(2)

Represents the aggregate grant date fair value of restricted stock units awarded in January 2021 under our LTIP, the fair value of which was computed in accordance with FASB ASC Topic 718.

(3)

These amounts represent estimated payouts for 2021 based upon financial objectives under our Annual Incentive Program at threshold, target, and maximum and assume that no amount is paid with respect to personal goals and objectives. The actual amounts paid in 2021 with respect to this program are disclosed in the Summary Compensation Table on page 34. The threshold amount assumes that no award is made based upon financial objectives, the target amount assumes that the Financial Target Bonus is achieved, and the maximum amount assumes that the Maximum Potential Incentive Award is achieved, in each case, as described under “Annual Incentive Program” commencing on page 23.

(4)

These estimated payouts reflect cash awards made pursuant to our LTIP in respect of the measurement period 2021  —  2023. The threshold, target and maximum amounts correlate to the earnings per share which could be achieved during the period in comparison to the earnings per share objective under the LTIP as described commencing on page 43 under “Compensation Discussion and Analysis  —  Long Term Incentive Plan.”

(1)

The market value of shares or stock units that have not vested is equivalent to the closing price of a share of our Common Stock on the New York Stock Exchange on December 31, 2021, multiplied by the respective number of shares.

(2)

Represents LTIP restricted stock units awarded in January 2019 as well as additional restricted stock units that accrued on that award during 2019, 2020 and 2021 pursuant to dividend equivalent awards equal in value to our cash dividends paid during 2019, 2020 and 2021 which would have been paid with respect to Common Stock underlying such January 2019 award; these restricted stock units vested on January 3, 2022.

(3)

Represents LTIP restricted stock units awarded in January 2020 as well as additional restricted stock units that accrued on that award during 2020 and 2021 pursuant to dividend equivalent awards equal in value to our cash dividends paid during 2020 and 2021 which would have been paid with respect to Common Stock underlying such January 2020 award; these restricted stock units generally are eligible to vest on January 2, 2023.

(4)

Represents LTIP restricted stock units awarded in January 2021 as well as additional restricted stock units that accrued on that award during 2021 pursuant to dividend equivalent awards equal in value to our cash dividends paid during 2021 which would have been paid with respect to Common Stock underlying such January 2021 award; these restricted stock units generally are eligible to vest on January 4, 2024.

(5)

Represents restricted stock units awarded in June 2017 to Mr. Pompa as well as additional restricted stock units that accrued during 2017, 2018, 2019, 2020 and 2021 pursuant to dividend equivalent awards equal in value to our cash dividends paid during 2017, 2018, 2019, 2020 and 2021 which would have been paid with respect to Common Stock underlying such June 2017 award; these restricted stock units generally are eligible to vest on June 30, 2022.

(1)

The value realized is equivalent to the closing price of a share of our Common Stock on the New York Stock Exchange on the date that the restricted stock unit award vested, multiplied by the number of shares acquired upon vesting.

(1)

Amounts reported in this column are included in the Summary Compensation Table on page 34 under Salary for Messrs. Guzzi and Pompa and under both Salary and Non-Equity Incentive Plan Compensation for Mr. Matz and Ms. Mauricio.

(2)

Amounts reported in this column are included under All Other Compensation in the Summary Compensation Table on page 34.

(3)

This column includes earnings (and losses) on deferred compensation balances. Such amounts are not “above-market” or “preferential” earnings and, therefore, are not reported as compensation in the Summary Compensation Table on page 34.

(4)

This column reflects the aggregate amounts deferred by each named executive officer since the Voluntary Deferral Plan became effective on January 1, 2013 plus the aggregate credits provided by the Company and invested earnings on such deferrals and credits.

•

the named executive officer committing an action involving willful malfeasance in connection with his/her employment which results in material harm to us;

•

the named executive officer committing a material and continuing breach of the terms of his/her severance agreement if the breach is not cured within 60 days after we provide the named executive officer with written notice of any such breach; or

•

the named executive officer’s conviction of a felony.

•

our reducing the named executive officer’s then annual base salary, except in connection with a similar reduction in salary that applies to all our senior executives;

•

our or one of our subsidiaries failing to pay to the named executive officer any portion of his/her current compensation that is already earned and due;

•

our failure to obtain the assumption (either specifically or by operation of law) of the named executive officer’s severance agreement by any successor to, or assign of, us or any person acquiring substantially all of our assets; or

•

the termination of a specified indemnity agreement in effect between the named executive officer and us.

•

all unpaid amounts in respect of any annual incentive award for any calendar year ending before the calendar year in which such termination occurs, which would have been payable had the named executive officer remained employed by us until the date such annual incentive award would otherwise have been paid; plus

•

a prorated amount of his or her targeted annual incentive awards for the year in which his/her employment terminates.

•

three months of his or her base salary and any unpaid annual incentive awards as of the date of his or her death for any calendar year ending before the year in which his or her death occurs, which would have been payable had he or she remained employed by us until the date such annual incentive awards would otherwise have been paid; plus

•

a prorated amount of his or her targeted annual incentive awards for the year in which his or her death occurs.

•

no more than 20% of its consolidated revenues (based on its most recently completed fiscal year) is attributable to one or more business activities, which we refer to as “Incidental Competitive Activities,” that are in competition with us or one of our subsidiaries; and

•

the named executive officer is not engaged directly or indirectly in such Incidental Competitive Activity.

•

solicit, encourage, or participate in soliciting or encouraging, any customer or supplier of ours or of any of our subsidiaries, or any other person or entity, to terminate or adversely alter such person’s or entity’s customer, supplier, or other relationship with us or any of our subsidiaries; or

•

hire any person who at the time of offer of employment or within six months prior to such offer was an employee of ours or any of our subsidiaries or encourage or participate in soliciting or encouraging any employee of ours or any of our subsidiaries to terminate (or otherwise adversely alter) his/her employment relationship.

•

we experience a “change of control” (which we define below) (provided that the Compensation Committee does not reasonably determine that the change of control is not an event described in Section 409A(a)(2)(A)(v) of the Internal Revenue Code);

•

we terminate the named executive officer’s employment without “cause” (which we define below);

•

the named executive officer terminates his/her employment for “good reason” (which we define below);

•

the named executive officer retires at age 65 or older;

•

the named executive officer becomes permanently disabled and his/her employment terminates as a result; or

•

the named executive officer dies.

•

the named executive officer committing an action involving willful malfeasance in connection with his/her employment which results in material harm to the Company;

•

the named executive officer’s conviction of a felony; or

•

the named executive officer’s substantial and repeated failure to perform duties as directed by our Chief Executive Officer or, in the case of our Chief Executive Officer, our Board.

•

a reduction in the named executive officer’s then base salary (except in connection with a reduction generally applicable to all our senior executives); or

•

the failure to pay any portion of the named executive officer’s compensation that is earned and due.

(a)

Includes actual amounts paid in respect of the LTIP performance period January 1, 2019  —  December 31, 2021.

•

his or her annual base salary at the time of the change of control;

•

the higher of (a) his or her annual incentive awards for the year prior to the change of control or (b) the average of his or her annual incentive awards for the three years before the change of control; and

•

except for Ms. Mauricio, the value of perquisites provided in respect of the year prior to the change of control. Ms. Mauricio’s Change of Control Agreement was amended in April 2017 to remove the value of perquisites from the calculation of her severance benefit.

•

a person or group of persons acquiring 25% or more of our voting securities;

•

our stockholders approving a merger, business combination or sale of our assets, with the holders of our Common Stock prior to such transaction owning less than 65% of the voting securities of the resulting corporation; or

•

our Incumbent Directors failing to constitute at least a majority of our Board during any two-year period. An “Incumbent Director” is defined, generally, as a director who was serving as such before the beginning of such two year period or, if not a director at such time, generally, if such director was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors.

•

the named executive officer’s willful and continued failure to perform substantially his or her duties for us (other than by reason of physical or mental illness);

•

his or her conviction of, or plea of guilty or nolo contendere to, a felony; or

•

his or her willful engagement in gross misconduct which is materially and demonstrably injurious to us.

•

the named executive officer’s annual base salary is reduced;

•

his or her annual incentive awards are reduced below the higher of  (a) the annual incentive awards paid or payable to him or her in respect of the year before the change of control or (b) the average of his or her annual incentive awards paid or payable to him or her in respect of the three years prior to the change of control;

•

his or her duties and responsibilities are materially and adversely reduced;

•

the program of incentive compensation and retirement and insurance benefits offered to him or her are materially and adversely reduced;

•

he or she is required to relocate more than 50 miles from his or her primary work location before the change of control; or

•

his or her Change of Control Agreement is not assumed by a successor to the Company.

(a)

Includes actual amounts payable in respect of the LTIP performance period January 1, 2019  —  December 31, 2021.

(a)

Includes an annual cash retainer of $110,000, payable quarterly, under our Director Award Program for each non-employee director other than Mr. Altmeyer and Ms. Lowe, each of whom elected to receive 50% of the annual cash retainer in additional restricted stock units, the value of which are included in this column.

(b)

For serving as Chairperson of the Compensation Committee, Mr. Altmeyer received an additional fee of $10,000.

(c)

On June 10, 2021, Mr. Hamm retired from the Board pursuant to our Director Term Limit Policy. For serving as a member of the Audit Committee until June 10, 2021, Mr. Hamm received an additional fee of $2,500, and for serving as Chairperson of the Corporate Governance Committee until June 10, 2021, he received an additional fee of $2,500.

(d)

Mr. Johnson joined our Board on March 1, 2021; therefore, he received the quarterly payment of the annual cash retainer commencing with the second quarter of 2021. For serving as a member of the Corporate Governance Committee from June 10, 2021 to December 31, 2021, Mr. Johnson received an additional fee of $2,500.

(e)

For serving as Chairperson of the Audit Committee, Mr. Laidley received an additional fee of $5,000 for the period from January 1, 2021 to June 10, 2021 and after such date through December 31, 2021, he received an additional fee of $6,000.

(f)

For serving as a member of the Audit Committee, Ms. Lowe received an additional fee of $2,500 for the period from January 1, 2021 to June 10, 2021 and after such date through December 31, 2021, she received an additional annual fee of $3,500.

(g)

For serving as Lead Director, Mr. McEvoy received an additional fee of $30,000. For serving as a member of the Compensation Committee, Mr. McEvoy received an additional fee of $2,500 for the period from January 1, 2021 to June 10, 2021, and after such date through December 31, 2021, he received an additional fee of $3,000. From June 10, 2021 through December 31, 2021, for his service as a member of the Corporate Governance Committee and Audit Committee, Mr. McEvoy received an additional fee of $2,500 and $3,500, respectively.

(h)

For serving as a member of the Compensation Committee, Mr. Schwarzwaelder received an additional annual fee of $2,500 for the period from January 1, 2021 to June 10, 2021 and after such date through December 31, 2021, he received an additional annual fee of $3,000.

(i)

For serving as Chairperson of the Corporate Governance Committee from June 10, 2021 to December 31, 2021, Ms. Walker-Lee received an additional annual fee of $3,500.

(j)

The stock awards represent an aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Upon their re-election to the Board, each of our non-employee directors received an award on June 10, 2021 consisting of 1,363 restricted stock units in respect of which an equal number of shares of our Common Stock will be issued with an aggregate grant date fair value of $170,000. In addition, because Mr. Altmeyer and Ms. Lowe elected to receive only $55,000 of the cash retainer for the 12-month period commencing June 10, 2021, in accordance with the directors’ compensation arrangement for 2021, each received an additional stock award consisting of 441 restricted stock units in respect of which an equal number of shares of our Common Stock will be issued with an aggregate grant date fair value of $55,000; this $55,000 fair value amount is not included in the Stock Awards column as such $55,000 is included in the column entitled Fees Earned or Paid in Cash. Upon his election to the Board in 2021, Mr. Johnson received 418 restricted stock units in respect of which an equal number of shares of our Common Stock will be issed with an aggregate grant date fair value of $42,500; this $42,500 fair value amount is included in the Stock Awards column, in addition to the aggregate grant date fair value associated with the 1,363 restricted stock units he received upon re-election to the Board on June 10, 2021.

(1)

Based on an amended Schedule 13G/A filed by BlackRock, Inc. with the Securities and Exchange Commission on January 27, 2022. The Schedule 13G/A discloses that BlackRock, Inc. is the beneficial owner of 7,800,083 shares of our Common Stock and has sole voting power of 7,431,412 of such shares and sole dispositive power of 7,800,083 of such shares. It also states that these amounts include holdings of BlackRock Fund Advisors, which it indicates beneficially owns 5% or more of the outstanding shares of our Common Stock.

(2)

Based on a Schedule 13G/A filed by The Vanguard Group (“Vanguard”) with the Securities and Exchange Commission on February 9, 2022. The Schedule 13G/A discloses that Vanguard is the beneficial owner of 5,518,793 shares of our Common Stock and has sole voting power of zero of such shares, sole dispositive power of 5,423,464 of such shares, shared dispositive power of 95,329 of such shares and shared voting power of 51,640 of such shares.

(3)

Based on a Schedule 13G/A filed by Kayne Anderson Rudnick Investment Management LLC (“Kayne Anderson Rudnick”) with the Securities and Exchange Commission on February 14, 2022. The Schedule 13G discloses that Kayne Anderson Rudnick is the beneficial owner of 3,730,276 shares of our Common Stock and has sole voting power of 2,666,400 of such shares, sole dispositive power of 2,916,306 of such shares, shared dispositive power of 813,970 of such shares and shared voting power of 813,970 of such shares.

*

Represents less than 1%.

(1)

The information contained in the Table reflects “beneficial ownership” as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended.

(2)

Includes for each director the following number of shares issuable in respect of restricted stock units on certain dates as described under “Director Compensation” commencing on page 49: John W. Altmeyer — 16,588 shares; Ronald L. Johnson — 1,784 shares; David H. Laidley — 6,318 shares; Carol P. Lowe — 16,588 shares; M. Kevin McEvoy — 1,366 shares; William P. Reid — 8,692 shares; Steven B. Schwarzwaelder — 1,366 shares; and Robin Walker-Lee — 7,720 shares.

(3)

Includes in the case of Mr. Guzzi, 73,434 shares; in the case of Mr. Pompa, 71,614 shares; in the case of Mr. Matz, 17,816 shares, and in the case of Ms. Mauricio, 14,603 shares, which shares are to be issued in respect of restricted stock units, provided such holder remains an employee of the Company until specified dates as more fully described in the narrative immediately following the Outstanding Equity Awards at 2021 Fiscal Year-End Table commencing on page 38.

(4)

Excludes 5,790 shares owned by a trust for the benefit of Mr. Guzzi’s children, of which his wife is the trustee.

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to reward named executive officers’ expertise and experience;

•

to reward named executive officers’ performance in a way that strongly links pay and performance and achieves (1) our short-term goals (an Annual Incentive Program based upon (a) the ratio of our positive operating cash flow to our operating income, and (b) diluted earnings per share from continuing operations) and (2) long-term goals (a Long Term Incentive Plan comprised of an equity grant cliff-vesting after three years and a cash component based upon a three-year diluted earnings per share measurement period); and

•

to align named executive officers’ compensation with the interests of our stockholders by paying a meaningful portion of incentive awards in equity.

(1)

Fees in connection with the annual audit of the Company’s annual financial statements, including attestation on the Company’s internal control over financial reporting, reviews of the financial statements included in the Company’s quarterly reports on Form 10-Q, and statutory audits.

(2)

Fees rendered for employee benefit plan audits.

(3)

Fees for services related to tax compliance, including consulting services, and the preparation of tax returns and tax planning.

(4)

Fees for software subscriptions.

•

Proxy Access— In addition to the existing right of stockholders to call a special meeting as described above, the “proxy access” provision in our By-Laws permits a stockholder (or a group of up to 25 stockholders) owning just three percent (3%) or more of the Company’s outstanding Common Stock continuously for at least three years to nominate director candidates and include such nominations in the Company’s proxy materials.

•

Annually elected Board—All members of the Board are elected on an annual basis.

•

Majority voting in director elections—The Company’s governing documents provide for majority voting in uncontested director elections.

•

Amendments to By-Laws—Stockholders of the Company have the ability to amend the Company’s By-Laws by majority vote.

•

No stockholder rights plan—The Company does not have a stockholder rights plan, or so-called “poison pill.”

•

not earlier than 90 days nor later than 60 days in advance of the anniversary of the date of the immediately preceding annual meeting; or

•

if the date of the annual meeting occurs more than 30 days before or 60 days after the anniversary of such immediately preceding annual meeting, not later than the close of business on the later of (a) the sixtieth day prior to such annual meeting and (b) the tenth day following the date on which a public announcement of the date of such meeting is first made.

•

not earlier than 90 days nor later than 60 days in advance of the anniversary of the date of the immediately preceding annual meeting; or

•

if the date of the annual meeting occurs more than 30 days before or 60 days after the anniversary of such immediately preceding annual meeting, not later than the close of business on the later of (a) the sixtieth day prior to such annual meeting and (b) the tenth day following the date on which a public announcement of the date of such meeting is first made.

•

A Director who is an employee, or whose immediate family member is an executive officer, of the Company shall not be deemed independent until three years after the end of such employment relationship.

•

A Director who receives, or whose immediate family member receives, more than $100,000 per year in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), shall not be deemed independent until three years after he or she ceases to receive more than $100,000 in such compensation.

•

A Director who is affiliated with or employed by, or whose immediate family member is affiliated with or employed in a professional capacity by, a present or former internal or external auditor of the Company shall not be deemed independent until three years after the end of the affiliation or the employment or auditing relationship.

•

A Director who is employed, or whose immediate family member is employed, as an executive officer of another company where any of the Company’s current executive officers serve on that company’s compensation committee shall not be deemed independent until three years after the end of such service or the employment relationship.

•

A Director who is a significant equity holder, an executive officer, general partner, or employee, or whose immediate family member is a significant equity holder, an executive officer or general partner, of any entity that makes payments to, or receives payments from, the Company for property or services in an amount which, in any single fiscal year of such entity, exceeds 2% of such other entity’s consolidated gross revenues, shall not be deemed independent until three years after falling below such threshold.

•

A Director who is a significant equity holder, an executive officer, general partner or employee, or whose immediate family member is a significant equity holder, an executive officer or general partner, of an entity to which the Company was indebted at the end of the Company’s fiscal year in an aggregate amount in excess of 2% of the Company’s total consolidated assets at the end of such fiscal year, shall not be deemed independent until three years after falling below such threshold.

•

A Director who is a significant equity holder, an executive officer, general partner or employee, or whose immediate family member is a significant equity holder, an executive officer or partner, of an entity which was indebted to the Company at the end of such entity’s fiscal year in an aggregate amount in excess of 2% of such entity’s total consolidated assets at the end of such fiscal year, shall not be deemed independent until three years after falling below such threshold.

•

A Director who is, or whose immediate family member is, an executive officer (or who serves in a comparable position) of a tax-exempt entity that receives significant contributions (i.e. more than $200,000 or more than 2% of the annual contributions received by the entity in a single fiscal year of the tax-exempt entity, whichever amount is lower) from the Company, any executive officer or any immediate family member of an executive officer shall not be deemed independent until three years after falling below such threshold, unless such contributions were approved in advance by the Board of Directors.

•

“immediate family” includes a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and anyone (other than domestic employees) sharing a person’s home, but excluding any person who is no longer an immediate family member as a result of legal separation or divorce, or death or incapacitation.

•

“Company” includes any parent or subsidiary in a consolidated group with the Company.

•

“significant” equity holder of an entity means a holder of 10% or more of such entity’s equity.