Comfort Systems USA Inc DEF 14A, filed Apr 7, 2025

About this DEF 14A

Comfort Systems USA Inc (FIX)

DEF 14A 2025-04-07 For: 2025-05-16

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Added on June 12, 2026

INDEPENDENCE

DIVERSITY

TENURE

Comfort Systems USA Inc filed this DEF 14A on April 7, 2025.

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NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Comfort Systems USA, Inc., a Delaware corporation (the “Company”), will be held:

	Friday, May 16, 2025 11:00 a.m. Central Time

	The St. Regis Houston 1919 Briar Oaks Lane Houston, Texas 77027

	Stockholders of record at the close of business on March 17, 2025 are entitled to notice of, and to vote at, the Annual Meeting.


	By Order of the Board of Directors,


	Laura Howell
	Corporate Secretary
	Houston, Texas
	April 7, 2025

●	Darcy G. Anderson	●	Herman E. Bulls
●	Rhoman J. Hardy	●	Gaurav Kapoor
●	Brian E. Lane	●	Pablo G. Mercado
●	Franklin Myers	●	William J. Sandbrook
●	Constance E. Skidmore	●	Cindy L. Wallis-Lage

2	To ratify the appointment of Deloitte & Touche LLP, independent auditors, as the Company’s auditors for 2025
3	To hold a non-binding advisory vote on the compensation paid by the Company to its named executive officers for 2024 (the “Named Executive Officers”), commonly referred to as a “Say on Pay” proposal
4	To transact any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
Please refer to the enclosed proxy materials or the information forwarded by your bank, broker, or other intermediary to see which voting methods are available to you.		INTERNET Visit the website on your proxy card		BY TELEPHONE Call the telephone number on your proxy card		BY MAIL Sign, date, and return your proxy card in the enclosed envelope		IN PERSON Attend the annual meeting in Houston, Texas

PROXY SUMMARY	4
2025 Annual Meeting of Stockholders	4
Governance Overview	5
Overview of Audit Matters	8
Stockholder Engagement and Compensation Overview	9

GENERAL MEETING INFORMATION	10

PROPOSAL 1: ELECTION OF DIRECTORS	14
Board of Directors	14
Information with Respect to Nominees for Director	14
Meetings of the Board and Committees	20
Corporate Governance	24
Director Compensation for 2024	27

PROPOSAL 2: RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS	29
Relationship with Independent Auditors	29

PROPOSAL 3: ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS	30

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	31

COMPENSATION DISCUSSION AND ANALYSIS	33
Overview	33
2024 Performance Highlights	34
Compensation and Governance Practices	34
Consideration of Stockholder Advisory Vote	35
Compensation Philosophy and Objectives	35
Use of Tally Sheets	37
Chief Executive Officer Compensation	37
Elements of Compensation	38
Allocation Among Compensation Elements	39
Change in Control and Severance Benefits	48
Stock Ownership Requirements	48
Executive Compensation Recovery, or “Clawback,” Policy	48
Anti-Hedging/Pledging Policy	49
Equity Award Policy and Practices	49
Risk Considerations in our Compensation Policies	49
Impact of Accounting and Tax Treatment on Compensation	49

COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT	50

SUMMARY OF EXECUTIVE COMPENSATION	51
Summary Compensation Table	51
GRANTS OF PLAN-BASED AWARDS	53

EQUITY AWARDS	54

OUTSTANDING EQUITY AWARDS AT YEAR-END	55

OPTION EXERCISES AND STOCK VESTED	57

PENSION BENEFITS	57

NONQUALIFIED DEFERRED COMPENSATION	57

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	58
Summary of Potential Payments	59

EQUITY COMPENSATION PLAN INFORMATION	61

RATIO OF CHIEF EXECUTIVE OFFICER COMPENSATION TO MEDIAN COMPANY EMPLOYEE COMPENSATION	62

PAY VS. PERFORMANCE	63
Pay vs. Performance Table	63
Company-selected Measures	65
Analysis of the Information Presented in the Pay vs. Performance Table	65

REPORT OF THE AUDIT COMMITTEE	68

OTHER INFORMATION	69
Compensation and Human Capital Committee Interlocks and Insider Participation	69
Delinquent Section 16(a) Reports	69
Householding of Stockholder Materials	69
Certain Relationships and Related Transactions	69
Interest of Certain Persons in Matters to Be Acted Upon	70
Stockholder Proposals for the 2026 Annual Meeting	70
Other Business	70
Form 10-K and Annual Report to Stockholders	70


TIME AND DATE	LOCATION	RECORD DATE
Friday, May 16, 2025 11:00 a.m. Central Time	The St. Regis Houston 1919 Briar Oaks Lane Houston, Texas 77027	Stockholders of record at the close of business on March 17, 2025 are entitled to notice of, and to vote at, the Annual Meeting

Proposal		Board’s Recommendation		See Page
1	Election of the ten director nominees for a one-year term		FOR each director nominee	14
2	Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025		FOR	29
3	Advisory vote to approve the compensation of the Company’s Named Executive Officers		FOR	30

Have your proxy card available and follow the instructions.			Beneficial Owners
	By Telephone	Call toll-free 1-800-PROXIES (1-800-776-9437) in the U.S. or 1-201-299-4446 from outside the country	If you are a beneficial owner and your shares are held by a bank, broker, or other intermediary, you should follow the instructions provided to you by that firm. Although most banks and brokers now offer voting by mail, telephone, and on the internet, availability and specific procedures will depend on their voting arrangements.
	By Internet	Visit, 24/7, www.voteproxy.com
	By Mail	Complete, date, and sign your proxy card and send by mail in the enclosed postage-paid envelope
	By Mobile Device	Scan the QR code

							Committee Membership
Name & Principal Occupation		Age	Director Since	Independent	Other Current Public Company Boards	Audit	Compensation & Human Capital	Nominating, Governance, & Sustainability
	DARCY G. ANDERSON Vice Chairman, Hillwood Management	68	2008		0
	HERMAN E. BULLS Vice Chairman, Americas and International Director, JLL	69	2001		2
	RHOMAN J. HARDY Former Sr. Vice President, Shell USA, Inc.	56	2023		1
	GAURAV KAPOOR Chief Financial & Operations Officer, AECOM	47	2024		0
	BRIAN E. LANE President and CEO, Comfort Systems USA	68	2010		1
	PABLO G. MERCADO CFO, S&S Activewear	48	2018		0
	FRANKLIN MYERS Former CFO, Cameron International CHAIR OF THE BOARD SINCE 2014	72	2005		1
	WILLIAM J. SANDBROOK Executive Chairman, Andretti Acquisition Corp. II	67	2018		2
	CONSTANCE E. SKIDMORE Former Managing Partner and Board Member, PwC	73	2012		1
	CINDY L. WALLIS-LAGE Former Executive Director, Sustainability & Resilience, Black & Veatch	62	2021		1

	Senior Leadership Experience
	Other Public Company Board Experience
	Finance / Accounting Experience
	Commercial Building / Industrial Construction / Service Experience
	Marketing / Business Development / M&A Experience
	Human Capital Management / Compensation Experience
	Technology / Cybersecurity / Innovation Experience
	Legal / Compliance Experience
	Corporate Governance Experience
	Diversity*

CORPORATE GOVERNANCE HIGHLIGHTS
	9 of our 10 continuing directors are independent	Active oversight of strategic and risk management issues
	All committees are solely comprised of independent board members	Stock ownership guidelines for directors and executives
	Annual elections of the Board	Annual review and succession planning
	Our Board balances fresh thinking and new perspectives with institutional knowledge and stability	No overboarding
	Annual Board self-evaluations to evaluate performance and effectiveness	Focus on creating long-term value for our stockholders
	Regular investor outreach and engagement to discuss our performance, governance policies, and other topics: during 2024, executive officers held more than 200 meetings, including those held during the course of eleven investor conferences and ten roadshows	New director orientation and ongoing education
	Policy to address the resignation of a director nominee who receives more votes “withheld” than votes “for” his or her election in an uncontested election	Mandatory retirement policy following a director’s 75th birthday


SAFETY		HUMAN CAPITAL
We focus on company-wide accident prevention, not just OSHA compliance. We believe safety has more to do with what is in the minds of our workers and the hearts of our management. Our employees receive comprehensive training and certification in OSHA 10-Hour Safety. Managers and supervisors receive OSHA 30-hour safety training. We also provide our employees with the safety equipment they need to perform their work. Our Think 5 x 5 initiative increases worker awareness and enhances the company culture to “Safely take 5 seconds and 5 steps back” to think about their surroundings and work area to make sure it is a safe environment. We strictly adhere to all federal, state, and local regulations.		We provide opportunities for personal and professional growth and development and invest in leadership training, mentoring, and succession planning initiatives to equip our future leaders for generations to come. We have created in-house training courses specific to leadership, communication, relationship management, diversity and inclusion, ethics and conduct in the workplace, and many more key competencies for our employees’ development.


ENVIRONMENT		CONTINUOUS IMPROVEMENT
We believe that the work we perform to optimize and upgrade systems and to enable wise controls allows our customers to reduce their energy use, which in turn reduces our nation’s carbon footprint. Our emphasis on environmental stewardship and improving productivity drives our effort to become more energy efficient. We strive to minimize our environmental impacts through Board oversight, regulatory compliance, ongoing improvement investments, local specialists, and community group involvement. Our Board supplies high-level oversight of our corporate sustainability performance and material sustainability issues, as applicable, through the Nominating, Governance, and Sustainability Committee, which reviews and advises on updates from our internal Sustainability Committee, made up of a diverse set of corporate leadership, on at least a bi-annual basis.		We have invested in the experts, training, and internal and external knowledge transfer to ensure that we are properly scaling, achieving true buildability, and fundamentally and continuously improving our design capabilities to meet our customers’ evolving requirements. We are improving productivity by increasing use of innovative techniques in prefabrication, project design, and planning, as well as in coordination and production methods. Our investments in design and building information modeling enable us to collaborate with our customers to achieve reliable and energy efficient construction outcomes and to eliminate unnecessary waste. We work to identify, develop, and implement new materials, products, and methods that can achieve greater productivity and more efficient and sustainable outcomes.


OUR COMMUNITIES		DIVERSITY AND INCLUSION
We believe in making a positive difference in people’s lives and maintaining the health and welfare of the communities where we live and work. We promote, encourage, and support a diverse range of corporate social responsibility activities. Our employees’ involvement in the many initiatives we support is integral to the success of our impact in the communities where we operate.		We are an equal opportunity employer, and we welcome and celebrate our teams’ differences, experiences, and beliefs. We expect all employees to be treated with dignity and respect in an environment free from discrimination and harassment regardless of race, color, religion, sex, sexual orientation, gender identity or expression, national origin, age, disability, veteran status, genetic information, or any other protected class. Supporting our employees and representing the communities we serve are important to our leadership team. Diversity and inclusion is a competitive advantage that helps drive growth and innovation. The Compensation and Human Capital Committee of our Board of Directors provides oversight on our diversity and inclusion strategy.

●	Provide competitive total compensation consistent with job scope, experience, and related skills
●	Link bonus opportunities to the Company’s performance
●	Grant equity compensation at competitive levels, a significant portion of which is performance-based

●	Avoid unnecessary and imprudent risks
●	Attract and motivate talented executive officers and minimize turnover of senior-level Company employees, which contributes to the stability and continuity of senior leadership

COMPENSATION PRACTICES
	A majority of each executive officer’s compensation is at-risk (i.e., variable and not fixed).*	Executive officers and directors are subject to stock ownership requirements.
	A majority of each executive officer’s compensation is tied to the Company’s financial performance and/or stock price.*	The Company has adopted a compensation clawback policy and an anti-hedging/pledging policy that apply to all executive officers.
	50% of each executive officer’s equity awards are subject to the Company achieving specific performance goals over a 3-year time horizon.*	The Compensation and Human Capital Committee and management routinely engage with independent third parties, including an independent compensation consultant and the Company’s stockholders, to advise and provide feedback on executive compensation matters.

Proposal	Voting Choices	Board Recommendation	Voting Details and Applicable Policies	Withholding, Abstaining, and Broker Non-Votes
1 Election of Directors In the vote on the election of director nominees nominated by the Board of Directors to serve until the 2026 Annual Meeting, stockholders may:	● Vote for all nominees ● Withhold authority from the proxy holders to vote for all nominees ● Vote for all nominees except those specified	FOR all nominees	The Board recommends a vote FOR all nominees. If a quorum is present, the ten nominees for election as directors receiving the greatest number of votes properly cast at the Annual Meeting, or at any adjournments or postponements thereof, will be elected. The Company has a policy to address the resignation of an incumbent director who receives more votes “withheld” than votes “for” his or her election. See the subsection titled “Director Resignation Policy” below.	Votes withheld from any director are counted for purposes of determining the presence or absence of a quorum for the transaction of business. Broker non-votes will be counted toward a quorum, but will not be taken into account in determining the outcome of the election.
2 Ratification of Auditors In the vote on whether to ratify the selection of Deloitte & Touche LLP as independent auditors for the Company for the year ending December 31, 2025, stockholders may:	● Vote for ratification ● Vote against ratification ● Abstain from voting on ratification	FOR	The Board recommends a vote FOR ratification. If the stockholders do not ratify the selection, the Audit Committee will reconsider whether to retain Deloitte & Touche LLP, but still may retain them. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. The affirmative vote of a majority of the votes cast by stockholders represented at the Annual Meeting and entitled to vote on this proposal will be required to ratify the appointment of the independent auditors.	Abstentions will be counted toward a quorum, but will not be taken into account in determining the outcome of this vote.
3 “Say on Pay” Vote In the non-binding advisory vote on whether to approve the compensation paid by the Company to its named executive officers, stockholders may:	● Vote for approval ● Vote against approval ● Abstain from voting on the approval	FOR	The Board recommends a vote FOR approval. The affirmative vote of a majority of the votes cast by stockholders represented at the Annual Meeting and entitled to vote on this proposal will constitute the stockholders’ non-binding approval with respect to the Company’s executive compensation program. The Board and the Compensation and Human Capital Committee will review the voting results and take them into consideration when making future decisions regarding executive compensation.	Abstentions and broker non-votes will be counted toward a quorum, but will not be taken into account in determining the outcome of this vote.

					Committee Membership
Name	Primary (or Former) Occupation	Age	Director Since	Independent	Audit	Compensation and Human Capital	Nominating, Governance, and Sustainability
Darcy G. Anderson	Vice Chairman of Hillwood Management	68	2008
Herman E. Bulls	Vice Chairman, Americas and International Director of JLL	69	2001
Rhoman J. Hardy	Former Senior Vice President of Shell USA, Inc.	56	2023
Gaurav Kapoor	Chief Financial & Operations Officer of AECOM	47	2024
Brian E. Lane	President and CEO of Comfort Systems USA	68	2010
Pablo G. Mercado	CFO of S&S Activewear	48	2018
Franklin Myers	Former CFO of Cameron International	72	2005
William J. Sandbrook	Executive Chairman of Andretti Acquisition Corp. II	67	2018
Constance E. Skidmore	Former Managing Partner and Board Member of PwC	73	2012
Cindy L. Wallis-Lage	Former Executive Director, Sustainability & Resilience of Black & Veatch	62	2021

	DARCY G. ANDERSON
	Age 68	Committees:
	Director	● Audit
	Independent	● Compensation and Human Capital
Darcy G. Anderson has served as a Director of the Company since March 2008. Since April 2009, Mr. Anderson has served as Vice Chairman of Hillwood Management, a real estate, oil and gas, and investments company. From November 2000 until April 2009, Mr. Anderson served as Chief People Officer and Vice President for Perot Systems Corporation, an information technology services and consulting firm. Prior to joining Perot Systems, Mr. Anderson held various positions at Hillwood Development Corporation beginning in 1987, including Senior Vice President for Corporate Affairs and Chief Operating Officer. Mr. Anderson also served as president of Hillwood Urban, overseeing all of the operations and development for the company’s Victory project and the new American Airlines Center in downtown Dallas. He also served in various leadership roles for the Perot ’92 Presidential Campaign. Mr. Anderson joined Electronic Data Systems (EDS) in 1983 working in recruiting management. Prior to his employment with EDS, Mr. Anderson completed five years of active duty in the United States Army Corp of Engineers. He is the Vice Chairman of the Dallas Regional Chamber of Commerce. He is a Civilian Aide to the Secretary of the Army representing North Texas. Mr. Anderson is a graduate of the United States Military Academy at West Point. Mr. Anderson has significant experience and knowledge of real estate development, human resources and leadership development practices, energy efficiency, corporate facilities management, and information technology services.

	HERMAN E. BULLS
	Age 69	Committees:
	Director	● Nominating, Governance, and Sustainability
	Independent
Herman E. Bulls has served as a Director of the Company since February 2001. Mr. Bulls serves as Vice Chairman, Americas and International Director of JLL, an international full-service real estate firm. He is the founder of JLL’s Public Institutions division and served as Chairman and Chief Executive Officer from January 2002 until January 2014. From September 2000 until August 2001, Mr. Bulls served as Executive Vice President and Chief Operating Officer of one of the nation’s largest Fannie Mae multifamily lenders. From March 1998 to September 2000, Mr. Bulls was a Managing Director for JLL. From 1989 until 1998, he held several positions with the predecessor organization, LaSalle Partners. Prior to his employment with JLL, he served over eleven years of active duty service with the United States Army. Mr. Bulls was the Co-Founder, President, and Chief Executive Officer of Bulls Capital Partners, a commercial mortgage firm. He sold the firm to a Wall Street entity in 2010. Mr. Bulls retired as a Colonel from the Army Reserve. Mr. Bulls is a member of the Board of Directors of the West Point Association of Graduates, serves as a member of the Real Estate Advisory Committee for New York State Teachers’ Retirement System, and serves on the Board of Directors of Host Hotels, USAA, Collegis Education, and Fluence Energy, where he serves as Chairman of the board. Mr. Bulls also currently serves on the Board of Governors for the American Red Cross, the Military Bowl Foundation (emeritus), and the Defense Policy Board. Mr. Bulls previously served on the Board of Directors of American Campus Communities from January 2021 to August 2022, when the firm was purchased by Blackstone, Computer Sciences Corporation (CSC) from 2015 to 2017, Exelis Inc. from 2011 until its 2015 merger with Harris Corporation, Tyco International from 2014 until its 2016 merger with Johnson Controls International PLC, and Rasmussen College until its sale to a private equity partner. Mr. Bulls is a graduate of the United States Military Academy at West Point and of the Harvard Business School. Mr. Bulls has decades of real estate and finance experience with a particular knowledge of team-building, marketing, and strategic development. Additionally, he is a seasoned director with vast governance experience with public, private, and not-for-profit organizations.

	RHOMAN J. HARDY
	Age 56	Committees:
	Director	● Compensation and Human Capital
	Independent	● Nominating, Governance, and Sustainability
Rhoman J. Hardy has served as a Director of the Company since October 2023. Mr. Hardy founded HardLine Consulting LLC in July 2022, providing expertise in strategy and leadership to companies focused on energy, technical services, and infrastructure. Prior to then, he served in various leadership positions with Shell USA, Inc., having most recently served as Senior Vice President, Shell Chemicals and Products, for the U.S. Gulf Coast from December 2018 until his retirement in May 2022 and General Manager, Shell Geismar Chemical Site, from June 2015 to December 2018. Mr. Hardy first joined Shell in 1988. Mr. Hardy is a Director with HF Sinclair. Mr. Hardy also serves on the board of the following non-profit organizations: Baton Rouge Area Foundation, Baton Rouge General Hospital System and Louisiana State University Foundation. He is a graduate of Louisiana State University with a B.S. in Electrical Engineering and Rice University with an Executive MBA. Mr. Hardy has a background in engineering and offers extensive technical and operational expertise as well as experience in executive management and service as a director on a public company board. Mr. Hardy was recommended by a non-management director as nominee for director.

	GAURAV KAPOOR
	Age 47	Committees:
	Director	● Audit
	Independent
Gaurav Kapoor has served as a Director of the Company since August 2024. Mr. Kapoor is the Chief Financial & Operations Officer at AECOM (NYSE:ACM), a leading global infrastructure consulting firm delivering professional services throughout the project lifecycle. In this position, Mr. Kapoor oversees the company’s global operations and finances—including regional operations, financial planning and analysis, financial reporting, global shared services, internal audits, tax, treasury, and global real estate. He is also a member of AECOM’s Executive Leadership Team. Mr. Kapoor has extensive financial leadership experience at AECOM, having served as Chief Accounting Officer and Global Controller since December 2016 and Treasurer since October 2019. He previously served in leadership roles at AECOM as Senior Vice President, Financial Planning & Analysis from January 2016 to December 2016 and Senior Vice President, Project Delivery, at Americas Design Consulting Services from May 2015 to January 2016. Prior to joining AECOM in May 2015, Mr. Kapoor spent 15 years at Ernst & Young LLP, where he was an audit partner and held various leadership roles. He is a graduate of California State University-Fullerton with a B.B.A. Mr. Kapoor has extensive public company finance and accounting experience and a deep understanding of executive management and corporate strategy. Mr. Kapoor was recommended to the Nominating, Governance, and Sustainability Committee of the Board by a third-party search firm.

	BRIAN E. LANE
	Age 68	Committees:
	Director, President, and Chief	● Not applicable
	Executive Officer
Brian E. Lane has served as Chief Executive Officer and President of the Company since December 2011 and as a Director since November 2010. Mr. Lane served as the Company’s President and Chief Operating Officer from March 2010 until December 2011. Mr. Lane joined the Company in October 2003 and served as Vice President and then Senior Vice President for Region One of the Company until he was named Executive Vice President and Chief Operating Officer in January 2009. Prior to joining the Company, Mr. Lane spent fifteen years at Halliburton, the global service and equipment company devoted to energy, industrial, and government customers. During his tenure at Halliburton, he held various positions in business development, strategy, and project initiatives. He departed as the Regional Director of Europe and Africa. Mr. Lane’s additional experience included serving as a Regional Director of Capstone Turbine Corporation, a distributed power manufacturer. He also was a Vice President of Kvaerner, an international engineering and construction company where he focused on the chemical industry. Mr. Lane is a member of the Board of Directors of Main Street Capital Corporation and previously served as a member of the Board of Directors of Griffin Dewatering Corporation. Mr. Lane earned a Bachelor of Science in Chemistry from the University of Notre Dame and his MBA from Boston College. Mr. Lane has more than thirty years of experience in the construction and engineering industries. As the Company’s Chief Executive Officer and President, Mr. Lane provides the Board a valuable perspective on the Company’s day-to-day operations and on current trends and developments in the industry.

	PABLO G. MERCADO
	Age 48	Committees:
	Director	● Audit
	Independent	● Compensation and Human Capital
Pablo G. Mercado has served as a Director of the Company since November 2018. Mr. Mercado has served as Chief Financial Officer of S&S Activewear, a leading apparel distributor, since November 2024. Previously, Mr. Mercado served as Executive Vice President and Chief Financial Officer of Lithium Americas Corp., a lithium development company, from April 2023 to November 2024. Prior to that, he served as Executive Vice President and Chief Financial Officer of EnLink Midstream, LLC, a midstream energy services company, from July 2020 to December 2022 and as Senior Vice President and Chief Financial Officer of Forum Energy Technologies, Inc. (“Forum Energy”), a global oilfield products company, from March 2018 to July 2020. Mr. Mercado also previously held various finance and corporate development positions at Forum Energy since joining in November 2011, including Senior Vice President, Finance from June 2017 to March 2018 and Vice President, Operations Finance from August 2015 to June 2017. Prior to Forum Energy, Mr. Mercado was an investment banker with the Oil and Gas Group of Credit Suisse Securities (USA) LLC where he worked with clients in the energy industry from 2005 to 2011. Between 1998 and 2005, Mr. Mercado was an investment banker at UBS Investment Bank and Bank of America. Mr. Mercado holds a B.B.A. from the Cox School of Business, a B.A. in Economics from the Dedman College at Southern Methodist University, and an M.B.A. from The University of Chicago Booth School of Business. Mr. Mercado has extensive public and private company finance and accounting experience, and he has significant experience in corporate strategy and operations.

	FRANKLIN MYERS
	Age 72	Committees:
	Director and Board Chair	● Audit
	Independent
Franklin Myers has served as a Director of the Company since May 2005 and as Chair of the Board since May 2014. Mr. Myers has been an Operating Partner of Quantum Energy Partners, a private equity firm, since February 2013. From April 2008 until March 2009, Mr. Myers served as Senior Advisor to Cameron International Corporation, a global provider to the oil & gas and process industries. Mr. Myers served as the Senior Vice President of Finance and Chief Financial Officer of Cameron International Corporation from 2003 to 2008. From 1995 to 2003, Mr. Myers served at various times as Senior Vice President and President of a division within Cameron as well as General Counsel and Secretary. Prior to joining Cameron in 1995, Mr. Myers served as Senior Vice President and General Counsel of Baker Hughes Incorporated, and an attorney and partner at the law firm of Fulbright & Jaworski, now known as Norton Rose Fulbright. Mr. Myers currently serves as Chairman of the Board of Directors of HF Sinclair Corporation, and Mr. Myers also serves on the boards of three small private manufacturing companies. Mr. Myers served on the Board of Directors of Seahawk Drilling Company from 2009 until 2011; Frontier Oil Corporation—a predecessor of HF Sinclair Corporation—from 2009 until its 2011 merger with Holly Corporation; HollyFrontier Corporation from 2011 until its merger with HF Sinclair in 2022; Ion Geophysical Corporation from 2001 to 2019; Forum Energy Technologies from 2011 until March 2018; and NCS Multistage from 2017 to 2020. Mr. Myers holds a Bachelor of Science, Industrial Engineering, from Mississippi State University and a J.D. degree from the University of Mississippi. Mr. Myers has several decades of public company experience, with a particular knowledge of operations, financial management, and legal affairs. Additionally, Mr. Myers has significant experience serving on other public company boards and has served as an adjunct professor at the University of Texas School of Law where he taught a course on mergers and acquisitions.

	WILLIAM J. SANDBROOK
	Age 67	Committees:
	Director	● Compensation and Human Capital
	Independent	● Nominating, Governance, and Sustainability
William J. Sandbrook has served as a Director of the Company since April 2018. Mr. Sandbrook has served as Executive Chairman and Chairman of the Board of Andretti Acquisition Corp. II, a special purpose acquisition company formed for the purpose of effecting a business combination, since September 2024. Mr. Sandbrook served as Chairman and Co-CEO of Andretti Acquisition Corp. from January 2022 until April 2024. From August 2011 until his retirement in April 2020, Mr. Sandbrook served as President and Chief Executive Officer of U.S. Concrete, Inc., a company specializing in concrete and heavy construction aggregates, and as the Chairman of the Board from May 2018 until April 2020. From June 2008 until August 2011, Mr. Sandbrook was Chief Executive Officer of Oldcastle Inc.’s Products and Distribution Group. From 2006 to June 2008, Mr. Sandbrook was Chief Executive Officer of Oldcastle Architectural Product’s group responsible for Oldcastle’s U.S. and Canadian Operations, as well as CRH plc’s business in South America. From 2003 to 2006, Mr. Sandbrook served as President of Oldcastle Materials West Division. From 1995 to 2002, Mr. Sandbrook served as President and Chief Executive Officer of Tilcon New York, and as Vice President from 1992 to 1995. Prior to 1992, Mr. Sandbrook spent thirteen years in the U.S. Army. In recognition of his efforts at Ground Zero after the September 11th bombing of the World Trade Center, Mr. Sandbrook was named the Rockland County, New York 2002 Business Leader of the Year, the Dominican College 2002 Man of the Year, and the American Red Cross 2003 Man of the Year for Southern New York. In 2017, Mr. Sandbrook was awarded the Lifetime Achievement Award by the New Jersey Concrete and Aggregate Association. In March of 2018, he was awarded the William B. Allen Award from the National Ready Mixed Concrete Association in recognition of his lifetime commitment to the concrete industry. Also in March of 2018, Mr. Sandbrook was inducted into the Pit and Quarry Magazine’s Hall of Fame. From March 2019 through March 2020, Mr. Sandbrook held the position of Chairman of the National Ready Mix Concrete Association. In June, 2023, he was appointed to the board of Knife River Corporation. Mr. Sandbrook is a registered Professional Engineer and holds an MBA from Wharton, a Master of Science in Systems Engineering from the University of Pennsylvania, a Master in Public Policy from the Naval War College, a Master of Arts in International Relations from Salve Regina University, and a Bachelor of Science from the United States Military Academy. Mr. Sandbrook has over thirty years of operations experience in the building materials and construction industries, including significant experience as a Chief Executive Officer and experience as a public company board member.

	CONSTANCE E. SKIDMORE
	Age 73	Committees:
	Director	● Audit
	Independent	● Compensation and Human Capital
Constance E. Skidmore has served as a Director of the Company since December 2012. Ms. Skidmore retired from PricewaterhouseCoopers, a public accounting firm, in 2009 after serving for more than two decades as a partner, including a term on its governing board. Ms. Skidmore serves on the Board of Directors and chairs the Audit Committee of Sensata Technologies (NYSE: ST) and also serves on the boards of two other privately-held and non-profit companies: The V Foundation for Cancer Research and Viz Kinect. Ms. Skidmore previously served on the Board of Directors and Audit Committee of Shortel, Inc. (NASDAQ: SHOR) from 2014 until 2017, when it was acquired by Mitel Networks Corporation, and Proterra (NASDAQ: PTRA) from 2019 until 2023. Ms. Skidmore is a graduate of Florida State University and earned a Master of Science in Taxation from Golden Gate University. Ms. Skidmore has more than thirty years of experience in accounting and finance, including in the construction industry, and significant experience and knowledge in talent management and strategic planning.

	CINDY L. WALLIS-LAGE
	Age 62	Committees:
	Director	● Nominating, Governance, and Sustainability
	Independent
Cindy L. Wallis-Lage has served as a Director of the Company since May 2021. Ms. Wallis-Lage retired from Black & Veatch, an engineering, procurement, consulting, and construction company, on September 30, 2022. At Black & Veatch, she served as Executive Director, Sustainability and Resilience from January 2022 until her retirement. Previously, during her 36 years of experience at Black & Veatch, Ms. Wallis-Lage served in various roles, including President, Water Business from January 2012 to December 2021, Executive Managing Director of Technical Solutions from January 2010 to January 2012, and Chief of Water Technology Group from February 2006 to January 2010. She served on the Black & Veatch Board of Directors from March 2012 through September 2022. She currently serves on the Board of Directors for Veralto and Metiri Group. She serves as an advisory board member for Cambi ASA. Ms. Wallis-Lage earned her bachelor’s degree in Civil Engineering from Kansas State University and her master’s degree in Environmental Health Engineering from the University of Kansas. Ms. Wallis-Lage has extensive senior executive experience leading strategies, development, and operations of a global business and development of sustainability practices.


ON OUR CORPORATE WEBSITE *http://investors.comfortsystemsusa.com* under the “Governance” tab		BY WRITING TO Comfort Systems USA, Inc. Attention: Office of the General Counsel 675 Bering Drive, Suite 400 Houston, Texas 77057

●	Certify that he or she meets the requirements to be: (a) independent under the NYSE’s listing standards and the Board’s Independence Guidelines, and (b) a non-employee director under Rule 16b-3 of the Exchange Act;
●	Consent to serve on the Board, if nominated and elected; and
●	Agree to complete, upon request, a customary director’s questionnaire.

Name⁽¹⁾	Fees Earned or Paid in Cash⁽²⁾ ($)	Stock Awards⁽³⁾ ($)	All Other Compensation⁽⁴⁾ ($)	Total ($)
Darcy G. Anderson	80,000	159,716	0	239,716
Herman E. Bulls	80,000	159,716	0	239,716
Rhoman J. Hardy	80,000	159,716	0	239,716
Gaurav Kapoor	33,261	126,507	0	159,768
Pablo G. Mercado	110,000	159,716	0	269,716
Franklin Myers	195,591	159,716	0	355,307
William J. Sandbrook	80,000	159,716	0	239,716
Constance E. Skidmore	100,000	159,716	0	259,716
Vance W. Tang	87,527	159,716	0	247,243
Cindy L. Wallis-Lage	92,473	159,716	0	252,189

(1)	Brian E. Lane also served as a member of the Board during 2024 but was an employee of the Company in 2024 and received no additional compensation for his service on the Board. Mr. Lane’s compensation for his service as an employee for 2024 is disclosed in the “Summary Compensation Table” included elsewhere in this proxy statement.
(2)	Amounts in this column represent fees earned in 2024. For Mr. Kapoor, the amount reflects a prorated portion of the annual cash fee based on his appointment to the Board on August 1, 2024. For Mr. Myers, the amount includes his annual cash fee for service as chair of the Board, which calculated on a blended basis for 2024 to account for the increase in such annual fee effective May 17, 2024 from $100,000 per year to $125,000 per year. Finally, Mr. Tang served as the chair of the Nominating, Governance, and Sustainability Committee until May 17, 2024, and Ms. Wallis-Lage succeeded him for the remainder of the year. Thus, Mr. Tang and Ms. Wallis-Lage each received a prorated additional annual fee for service as chair of the Nominating, Governance, and Sustainability in 2024, as reflected above.
(3)	Represents grants of 498 fully-vested shares of Common Stock (with the exception of Mr. Kapoor). As described above, Mr. Kapoor received 385 shares of Common Stock in connection with his appointment in 2024. The aggregate grant date fair value of the shares was computed in accordance with FASB ASC Topic 718, disregarding the effect of estimated forfeitures, and is equal to the number of shares granted multiplied by the average of the high and low price of the Common Stock on the date of grant.
(4)	The Company maintains a visiting director’s office for all members of the Board at its headquarters in Houston, Texas. The office is available on a first-come-first-served basis for all directors. In accordance with SEC regulations, perquisites that in the aggregate total less than $10,000 are not required to be disclosed. No amount is included in the table above with respect to the availability and use of this office.

Description	2024			2023
Audit Fees	$	3,689,501		$	2,250,247
Audit-Related Fees	$	0		$	0
Tax Fees	$	0		$	0
All Other Fees	$	2,051	⁽¹⁾	$	2,051	⁽¹⁾

	Common Stock Beneficially Owned
Name and Address of Beneficial Owner(s)⁽¹⁾	Shares Owned as of March 1, 2025		Shares Subject to Options Which Are or Will Become Exercisable Prior to April 30, 2025		Total Beneficial Ownership		% of Class⁽²⁾
BRIAN LANE	204,205	⁽³⁾	0		204,205		*
FRANKLIN MYERS	106,498		0		106,498		*
WILLIAM GEORGE	45,244	⁽⁴⁾	29,936	⁽⁵⁾	75,180		*
HERMAN BULLS	37,732		0		37,732		*
DARCY ANDERSON	37,193		0		37,193		*
TRENT MCKENNA	23,990	⁽⁶⁾	0		23,990		*
JULIE SHAEFF	16,687	⁽⁷⁾	0		16,687		*
CONSTANCE SKIDMORE	14,285		0		14,285		*
WILLIAM SANDBROOK	13,524	⁽⁸⁾	0		13,524		*
PABLO MERCADO	9,036		0		9,036		*
LAURA HOWELL	7,848	⁽⁹⁾	0		7,848		*
VANCE TANG	5,498	⁽¹⁰⁾	0		5,498		*
CINDY WALLIS-LAGE	5,371	⁽¹¹⁾	0		5,371		*
TERRENCE REED	3,759		0		3,759		*
RHOMAN HARDY	1,785		0		1,785		*
GAURAV KAPOOR	385		0		385		*
ALL EXECUTIVE OFFICERS AND DIRECTORS AS A GROUP (16 PERSONS)	533,040		29,936		562,976		1.59%
BLACKROCK, INC. 50 HUDSON YARDS NEW YORK, NEW YORK 10001					4,807,189	⁽¹²⁾	13.54%
THE VANGUARD GROUP, INC. 100 VANGUARD BLVD. MALVERN, PENNSYLVANIA 19355					3,914,091	⁽¹³⁾	11.03%
CAPITAL WORLD INVESTORS 333 SOUTH HOPE STREET, 55TH FLOOR LOS ANGELES, CALIFORNIA 90071					2,277,814	⁽¹⁴⁾	6.42%

*	Less than 1%.
(1)	Except as noted, the address of each person is c/o Comfort Systems USA, Inc., 675 Bering Drive, Suite 400, Houston, Texas 77057.
(2)	Calculated using total outstanding shares as of March 1, 2025, which was 35,494,462 (excluding 5,628,903 shares held in treasury).
(3)	Includes 19,638 shares of Common Stock issued pursuant to restricted stock grants that remain subject to tenure vesting.
(4)	Includes 23,082 shares of Common Stock issued pursuant to restricted stock grants that remain subject to tenure vesting.
(5)	Includes 15,422 options with an exercise price of $36.25 and 14,514 options with an exercise price of $42.50.
(6)	Includes 4,377 shares of Common Stock issued pursuant to restricted stock grants that remain subject to tenure vesting.
(7)	Includes 1,891 shares of Common Stock issued pursuant to restricted stock grants that remain subject to tenure vesting.

(8)	Includes 170 shares held by a member of Mr. Sandbrook’s household.
(9)	Includes 2,610 shares of Common Stock issued pursuant to restricted stock grants that remain subject to tenure vesting.
(10)	Includes 5,498 shares of Common Stock held in The Tang Living Trust, dated October 3, 2014, for which Mr. Tang and his spouse are trustees.
(11)	Includes 5,371 shares of Common Stock held in the Kent L. Lage and Cindy L. Wallis-Lage Trust, dated December 21, 2017, for which Ms. Wallis-Lage and her spouse are trustees.
(12)	As reported by BlackRock, Inc. in a Schedule 13G/A filed with the SEC on January 23, 2024. The Schedule 13G/A states that BlackRock, Inc. has sole voting power with respect to 4,704,451 shares of Common Stock and sole dispositive power with respect to 4,807,189 shares of Common Stock.
(13)	As reported by The Vanguard Group, Inc. in a Schedule 13G/A filed with the SEC on February 13, 2024. The Schedule 13G/A states that The Vanguard Group, Inc. has shared voting power with respect to 67,932 shares of Common Stock, sole dispositive power with respect to 3,808,024 shares of Common Stock, and shared dispositive power with respect to 106,067 shares of Common Stock.
(14)	As reported by Capital World Investors, a division of Capital Research and Management Company, in a Schedule 13G/A filed with the SEC on November 13, 2024. The Schedule 13G/A states that Capital World Investors has sole voting power with respect to 2,277,814 shares of Common Stock and sole dispositive power with respect to 2,277,814 shares of Common Stock.

●	an overview and analysis of the Company’s executive compensation program;
●	the material decisions made with respect to 2024 compensation for the Named Executive Officers; and
●	the material factors considered in making those decisions.

HIGHLIGHTS
Compensation Discussion and Analysis		33

Overview		33

2024 Named Executive Officers		33

2024 Performance Highlights		34

Consideration of Stockholder Advisory Vote		35

Allocation Among Compensation Elements		39

$7.03B	$5.99B*	$522.4M
REVENUE	BACKLOG	NET INCOME

$14.60	$849.1M	$743.5M
EPS (PER DILUTED SHARE)	OPERATING CASH FLOW	FREE CASH FLOW