Use these links to rapidly review the document
TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )


Filed by the Registrantý
Filed by a Party other than the Registranto
Check the appropriate box:
oý		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ýo		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material under §240.14a-12


Comfort Systems USA, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

Table of Contents

COMFORT SYSTEMS USA, INC.

675 Bering Drive, Suite 400
Houston, Texas 77057

April ~~5, 2013~~[ ], 2016

To Our Stockholders:

You are cordially invited to attend the Annual Meeting of the Stockholders of Comfort Systems USA, Inc., which will be held on Thursday, May ~~16, 2013~~19, 2016 at The Houstonian, 111 North Post Oak Lane, Houston, Texas 77024 at 11:00 a.m. local time.

Information about the meeting is presented on the following pages. At this meeting you are being asked to elect the nine directors nominated by the board to serve until the next annual meeting; to ratify the appointment of Ernst & Young LLP, independent auditors, as the Company's auditors for ~~2013; and~~2016; to approve, by stockholder non-binding advisory vote, the compensation paid by the Company to its named executive officers, commonly referred to as a "Say on Pay" ~~proposal.~~proposal; and to approve an amendment to Article Five of the Company's Second Amended and Restated Certificate of Incorporation to provide that any of the Company's directors may be removed, with or without cause, by the holders of a majority of the Company's outstanding shares then entitled to vote in an election of directors.

Please read the proxy statement, which presents important information about the Company and each of the items being presented for stockholder vote. Whether or not you intend to be present in person, when you have finished reading the statement, please submit your vote promptly by telephone or internet, which saves the Company money, or by marking, signing, and returning your proxy card in the enclosed envelope so that your shares will be represented.

We hope that many of you will be able to attend the meeting in person. We look forward to seeing you there.

Sincerely yours,


~~Sincerely yours,~~

~~WILLIAM F. MURDY~~FRANKLIN MYERS Chairman of the Board		BRIAN E. LANE President and Chief Executive Officer

Table of Contents

COMFORT SYSTEMS USA, INC.
675 Bering Drive, Suite 400
Houston, Texas 77057

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY ~~16, 2013~~19, 2016

Notice is hereby given that the ~~2013~~2016 Annual Meeting of Stockholders (the "Annual Meeting") of Comfort Systems USA, Inc., a Delaware corporation (the "Company"), will be held at The Houstonian, 111 North Post Oak Lane, Houston, Texas 77024, at 11:00 a.m. local time on Thursday, May ~~16, 2013~~19, 2016 for the following purposes:

1.: To elect ~~eleven (11)~~nine (9) directors nominated by the board of directors to serve until the ~~2014~~2017 Annual Meeting of Stockholders;
2.: To ratify the appointment of Ernst & Young LLP, independent auditors, as the Company's auditors for ~~2013;~~2016;
3.: To approve, by a stockholder non-binding advisory vote, the compensation paid by the Company to its named executive officers, commonly referred to as a "Say on Pay" proposal;
4.: To approve an amendment to Article Five of the Company's Second Amended and Restated Certificate of Incorporation to provide that any of the Company's directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote in an election of directors; and
4.5.: To transact any other business that may properly come before the Annual ~~Meeting.~~Meeting or any adjournment or postponement thereof.

We are not aware of any other business to come before the Annual Meeting. Any action may be taken on any one of the foregoing proposals at the Annual Meeting on the date specified above, or on any date or dates to which the Annual Meeting may be adjourned or postponed. Stockholders of record at the close of business on March ~~18, 2013~~21, 2016 are entitled to notice of and to vote at the Annual Meeting. In the event there are not enough votes for a quorum or to approve or ratify any of the foregoing proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned or postponed in order to permit our further solicitation of proxies.


		By Order of the Board of Directors,

		TRENT T. MCKENNA Corporate Secretary

Houston, Texas
April ~~5, 2013~~[ ], 2016

TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE EITHER FOLLOW THE DIRECTIONS FOR PHONE OR INTERNET VOTING ON YOUR PROXY CARD OR SIGN, DATE AND RETURN YOUR PROXY AS PROMPTLY AS POSSIBLE. AN ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES, IS ENCLOSED FOR THIS PURPOSE.

Table of Contents

TABLE OF CONTENTS

		Page

General Meeting Information			1
Proposal Number 1: Election of Directors			5
Board of Directors			5
Information with Respect to Nominees for Director			5
Meetings of the Board and Committees			9
Corporate Governance			1110
Director Compensation for ~~2012~~2015			13
Proposal Number 2: Ratification of the Selection of Independent Auditors			1514
Relationship with Independent Auditors			15
Proposal Number 3: ~~Non-Binding~~ Advisory Vote onto Approve the Compensation of the Named Executive ~~Compensation~~Officers			15
Proposal Number 4: Approval of Amendment to Company's Certificate of Incorporation			16
Description of Proposed Amendment			16
Security Ownership of Certain Beneficial Owners and Management			17
Compensation Discussion and Analysis			2120
Overview			20
2015 Performance Highlights			20
Executive Compensation Highlights			20
Consideration of Stockholder Advisory Vote			21
Compensation Philosophy and Objectives			21
Chief Executive Officer Compensation			23
Elements of Compensation			2324
Allocation Among Compensation Elements			25
Rule of 75			3134
~~Change-in-Control~~Change in Control and Severance Benefits			3134
Use of Tally Sheets			32
~~Use of Compensation Survey Data—Executive Compensation~~			32
~~Chief Executive Officer Compensation~~			3335
Stock Ownership Guidelines			3335
Executive Compensation Recovery Policy			3336
Anti-hedging/Pledging Policy			36
Risk Considerations in our Compensation Policies			3436
Impact of Accounting and Tax Treatment on Compensation			3436
Summary of Executive Compensation			3436
Grants of Plan-Based Awards			3638
Outstanding Equity Awards at Fiscal Year-End			3739
Option Exercises and Stock Vested			3841
Potential Termination Payments Upon Separation or a Change in Control			3941
Equity Compensation Plan Information			4044
Compensation Committee Report			4145
Report of the Audit Committee			4246
Other Information			4347
Compensation Committee Interlocks and Insider Participation			4347
Section 16(a) Beneficial Ownership Reporting Compliance			4347
Householding of Stockholder Materials			4347
Certain Relationships and Related Transactions			4347
Interest of Certain Persons in Matters to Be Acted Upon			4448
Stockholder Proposals for ~~2014~~2017 Annual Meeting			4448
Other Business			4549
Form 10-K and Annual Report to Stockholders			4549
Appendix A			A-1

Table of Contents

COMFORT SYSTEMS USA, INC.

Annual Meeting of Stockholders
May ~~16, 2013~~19, 2016

PROXY STATEMENT

GENERAL MEETING INFORMATION

Why am I receiving this proxy statement?

The enclosed proxy is solicited by the Board of Directors (the "Board") of Comfort Systems USA, Inc. (the "Company") for the ~~2013~~2016 Annual Meeting of Stockholders (the "Annual Meeting"), to be voted at the Annual Meeting. This proxy statement and the enclosed proxy are first being provided to stockholders on or about April ~~5, 2013.~~[ ], 2016.

When and where is the ~~2013~~2016 Annual Meeting of Stockholders?

The Annual Meeting will be held at The Houstonian, 111 North Post Oak Lane, Houston, Texas 77024, at 11:00 a.m. local time on Thursday, May ~~16, 2013,~~19, 2016, and at any reconvened meetings after any adjournments or postponements thereof.

Who can vote?

The holders of record of shares of the Company's common stock, $.01 par value per share (the "Common Stock"), at the close of business on March ~~18, 2013~~21, 2016 (the "Record Date") are entitled to notice of and to vote at the Annual Meeting.

How do I vote?

If you are a ~~registered~~record stockholder, you may vote in person at the Annual Meeting or by proxy. You may submit your vote by proxy by providing your voting instructions by internet or telephone or by signing, dating and returning a proxy card. The instructions for each method of voting are on the proxy card.

If you ~~are a registered stockholder and~~ wish to vote in person at the meeting, be sure to bring a form of personal picture identification with you.

If your stock is held by a broker, bank or other nominee (in "street name") and you wish to vote in person at the meeting, in addition to picture identification, you should bring both (i) an account statement or a letter from the record holder indicating that you owned the shares as of the record date,and (ii) a proxy issued in your name, which you must obtain from the record holder.

What are the voting rights of holders of Common Stock?

Each share of Common Stock is entitled to one vote on each matter before the Annual Meeting.

What are my voting choices and what is the required vote?

By giving us your proxy, you authorize the persons named on the proxy card to vote your shares in the manner you indicate at the Annual Meeting or at any adjournments or postponements thereof.

Table of Contents

Proposal 1: Election of Directors

In the vote on the election of director nominees nominated by the board of directors to serve until the ~~2014~~2017 Annual Meeting, stockholders may:

(a): vote for all nominees;
(b): withhold authority from the proxy holders to vote for all nominees; or
(c): vote for all nominees except those specified.

The Board recommends a vote FOR all nominees. If a quorum is present, the ~~eleven~~nine 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. As a result, a vote to withhold authority will be counted toward a quorum, but will not affect the outcome of the vote on the election of a director. Broker non-votes will be counted toward a quorum, but will not be taken into account in determining the outcome of the election.

Proposal 2: Ratification of Auditors

In the vote on whether to ratify the selection of Ernst & Young LLP as independent auditors for the Company for the year ending December 31, ~~2013,~~2016, stockholders may:

(a): vote for ratification;
(b): vote against ratification; or
(c): abstain from voting on ratification.

The Board recommends a vote FOR ratification. If the stockholders do not ratify the selection, the Audit Committee will reconsider whether to retain Ernst & Young 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.

Proposal 3: Non-Binding Advisory "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:

(a): vote for approval;
(b): vote against approval; or
(c): abstain from voting on the approval.

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 programs. The Board 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.

Table of Contents

Proposal 4: Approval of Amendment to Article Five of the Company's Second Amended and Restated Certificate of Incorporation

In the vote on whether to approve the amendment to Article Five of the Company's Second Amended and Restated Certificate of Incorporation, stockholders may:

(a): vote for approval;
(b): vote against approval; or
(c): abstain from voting on the approval.

The Board recommends a vote FOR this proposal. The affirmative vote of a majority of the outstanding stock entitled to vote thereon will be required to adopt Proposal 4. Abstentions and broker non-votes will be counted toward a quorum, and will have the effect of a vote against this proposal.

What constitutes a quorum?

A quorum is the minimum number of shares required to hold a meeting. Consistent with Delaware law and the Company's Bylaws, the holders of a majority in number of the total outstanding shares of stock of the Company entitled to ~~cast votes on a particular matter,~~vote at the meeting, present in person or represented by proxy, constitutes a quorum as to that matter. As of the Record Date, ~~37,233,730~~37,345,799 shares of Common Stock, representing the same number of votes, were outstanding. Therefore, the presence of holders of Common Stock representing at least ~~18,616,866~~18,672,900 votes will be required to establish a quorum.

What is the difference between holding shares as a stockholder of record and as a beneficial owner of shares held in street name?

If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered the stockholder of record with respect to those shares, and the accompanying Notice of Annual Meeting was sent directly to you by the Company.

If your shares are held in an account at a brokerage firm, bank, broker- dealer, or other similar organization, then you are the beneficial owner of shares held in "street name," and the Notice of Annual Meeting was forwarded to you by your bank, broker, or other intermediary. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account.

What happens if I do not give specific voting instructions?

If you are a stockholder of record and you sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares FOR the nominees listed in Proposal 1, FOR the ratification of the appointment of Ernst & Young LLP as the Company's auditors for ~~2013~~2016 in Proposal 2, ~~and~~ FOR approval with respect to the Company's executive compensation programs in Proposal 3.3, and FOR approval of the amendment to Article Five of the Company's Second Amended and Restated Certificate of Incorporation in Proposal 4.

If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under New York Stock Exchange ("NYSE") rules, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters (including uncontested director elections and "Say on Pay"). If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter (including uncontested director elections and "Say on Pay"), the organization that holds your shares will inform our election inspectors that it does not have the authority to vote on this matter with respect to your shares and your shares will not be voted. This is generally referred to as a ~~"broker~~

Table of Contents

"broker non-vote." When our election inspectors tabulate the votes for any particular matter, broker non-votes will be counted for purposes of determining whether a quorum is present, but will not otherwise be counted. We encourage you to provide voting instructions to the organization that holds your shares.

Can I change my vote after I return my proxy card?

Yes. A proxy may be revoked by a ~~registered~~record stockholder at any time before it is voted by (i) returning to the Company another properly signed proxy bearing a later date, (ii) delivering a written revocation to the Secretary of the Company no later than the close of business on May ~~15, 2013,~~18, 2016, or (iii) attending the Annual Meeting or any adjourned session thereof and voting the shares covered by the proxy in person. If your stock is held in street name, you must follow the instructions of the broker, bank, or nominee as to how to change your vote.

~~Table of Contents~~

Who pays to prepare, mail, and solicit the proxies?

The Company will pay the expense of soliciting proxies. In addition to the solicitation of proxies by use of the mails, the Company may use the services of its officers, directors, and regular employees as well as brokerage houses and other stockholders to solicit proxies personally and by mail, ~~and telephone.~~telephone, or email communication. The Company will reimburse brokers and other persons for their reasonable charges and expenses in forwarding soliciting materials to their principals. Officers and employees of the Company will receive no compensation in addition to their regular salaries to solicit proxies.

Who tabulates the votes?

Votes cast by proxy or in person at the Annual Meeting will be counted by two people appointed by the Company to act as election inspectors for the Annual Meeting.

Could other matters be decided at the Annual Meeting?

We do not know of any matters that may be properly presented for action at the Annual Meeting other than Proposals 1, 2, 3, and 3.4. If other business does properly come before the Annual Meeting, the persons named in the proxy intend to act on those matters as they deem advisable. With respect to shares held in street name, the nominee may vote on those matters, subject to the NYSE's rules on the exercise of discretionary authority.

What happens if the Annual Meeting is postponed or adjourned?

Your proxy may be voted at the postponed or adjourned Annual Meeting. You will still be able to change your proxy until it is voted.

How can I find the Company's governance documents, such as its corporate Governance Standards, director Independence Guidelines, Corporate Compliance Policy, and Board committee charters?

All these documents can be found on our website athttp://~~www.comfortsystemsusa.com~~governance.comfortsystemsusa.com. Please note that documents and information on our website are not incorporated into this proxy statement by reference. These documents are also available in print by writing to the Office of the General Counsel, 675 Bering Drive, Suite 400, Houston, Texas 77057.

How can I receive a copy of the Annual Report?

�� The Annual Report to Stockholders, which includes the Company's Annual Report on Form 10-K for the ~~Company's~~ year ended December 31, ~~2012,~~2015, accompanies this proxy statement and may also be accessed through our website—http://~~www.comfortsystemsusa.com~~investors.comfortsystemsusa.com.

Table of Contents

Where can I find the voting results of the Annual Meeting?

We plan to announce the preliminary voting results at the Annual Meeting and to publish the final results in a current report on Form 8-K, which we will file with the United States Securities and Exchange Commission (the "SEC") and make available on our website—http://~~www.comfortsystemsusa.com~~investors.comfortsystemsusa.com.

When and where will a list of stockholders be available?

A list of stockholders of record will be available for examination at the Company's headquarters during ordinary business hours for the ten days prior to the Annual Meeting.

~~Table of Contents~~

PROPOSAL NUMBER 1
ELECTION OF DIRECTORS

Board of Directors

~~Eleven~~Nine directors will be elected at the Annual Meeting to serve for a one-year term expiring at the Annual Meeting of Stockholders expected to be held in May ~~2014.~~2017.

Information with Respect to Nominees for Director

The nominees for election at the Annual Meeting are ~~William F. Murdy,~~ Darcy G. Anderson, Herman E. Bulls, Alfred J. Giardinelli, Jr., Alan P. Krusi, Brian E. Lane, Franklin Myers, James H. Schultz, Constance E. Skidmore, and Vance W. Tang ~~and Robert D. Wagner, Jr.~~ (collectively the "Nominees").

If elected, each Nominee has agreed to serve for a term of one year expiring at the ~~2014~~2017 Annual Meeting of Stockholders. It is expected that all of the Nominees will be able to serve, but if any Nominee is unable to serve, the proxies reserve discretion to vote, or refrain from voting, for a substitute nominee.

Nominees

Set forth below are the names, ages as of March 31, ~~2013,~~2016, and principal occupations for at least the past five years of each of the Nominees and the names of any other public companies ofon which each is currently serving, or has served in the past five years, as a director:

~~WILLIAM F. MURDY, 71~~
~~Chairman of the Board~~

William F. Murdy has served as our Chairman of the Board since June 2000, and served as our Chief Executive Officer from June 2000 until December 2011. Prior to joining the Company, he was President and Chief Executive Officer of Club Quarters, a privately owned chain of membership hotels. From January 1998 through July 1999, Mr. Murdy served as President, Chief Executive Officer and Chairman of the Board of LandCare USA, a publicly traded commercial landscape and tree services company. LandCare USA was acquired in July 1999 by another publicly traded company specializing in services to commercial facilities and homeowners. From 1989 through December 1997, Mr. Murdy was President and Chief Executive Officer of General Investment and Development Company, a privately held real estate operating company. From 1981 to 1989, Mr. Murdy served as the Managing General Partner of the Morgan Stanley Venture Capital Fund. From 1974 to 1981, Mr. Murdy served as the Senior Vice President, among other positions, of Pacific Resources, Inc., a publicly traded company involved primarily in petroleum refining and marketing. Mr. Murdy also serves on the Board of Directors of UIL Holdings Corporation and Kaiser Aluminum Corporation. Mr. Murdy is a graduate of the United States Military Academy at West Point and of the Harvard Business School.

Mr. Murdy has almost forty years of public and private company operating experience, including significant experience in the construction and business services field. He has served as Chairman and/or Chief Executive Officer of several private and public companies and has significant experience serving on public company boards.

DARCY G. ANDERSON, 5659
Director

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, 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.

~~Table of Contents~~

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 a Director for the West Point Association of ~~Graduates.~~Graduates and a Member of the Executive Committee of the Board of Directors of the Dallas World Affairs Council. Mr. Anderson is a graduate of the United States Military Academy at West Point.

Table of Contents

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, 5760
Director

Herman E. Bulls has served as a Director of the Company since February 2001. ~~Since September 2001,~~ Mr. Bulls ~~has served as Chief Executive Officer and President of Bulls Advisory Group, a real estate consulting and advisory firm, and~~ serves as ~~Chief Executive Officer, Public Institutions~~Vice Chairman, Americas and International Director of ~~Jones Lang LaSalle,~~JLL, an international full-service real estate firm. He is the founder of JLL's Public Institutions 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 ~~Jones Lang LaSalle, an international full-service real estate firm.~~JLL. From 1989 until 1998, he held several positions with the predecessor organization, LaSalle Partners. Prior to his employment with ~~Jones Lang LaSalle,~~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 ~~Vice Chair~~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, ~~one of the largest retirement systems in the United States,~~ and serves on the Board of Directors of Rasmussen College, ~~ITT EXELIS,~~USAA, Tyco International and ~~USAA.~~Computer Sciences Corporation. Mr. Bulls served on the Board of Directors of Exelis Inc. from 2011 until its 2015 merger with Harris Corporation. 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.

ALFRED J. GIARDINELLI, JR., 6568
Director

Alfred J. Giardinelli, Jr., one of the original founders of the Company, has served as a Director of the Company since June 1997. Since 1982, Mr. Giardinelli has been the President of Eastern Heating & Cooling, Inc., a New York corporation that is a wholly owned subsidiary of the Company. Mr. Giardinelli is a graduate of Florida State University.

Mr. Giardinelli has forty years of experience in the construction industry and has been involved in the formation and growth of the Company since its inception. As President of one of the Company's operating subsidiaries, Mr. Giardinelli provides the Board a unique and valuable perspective on the construction business.

ALAN P. KRUSI, 5861
Director

Alan P. Krusi has served as a Director of the Company since March 2008. Mr. Krusi ishas been President, Strategic Development of AECOM Technology ~~Corporation.~~Corporation, a global provider of professional technical and management support services, since October 2011, and served as Executive Vice President for Corporate Development from August 2008 until October 2011. From 2003 until 2008 Mr. Krusi served as

~~Table of Contents~~

President of Earth Tech, Inc., an engineering, consulting, and construction services firm owned by Tyco International. From 2002 to 2003, Mr. Krusi served as CEO of RealEnergy, Inc., a company providing on-site cogeneration to commercial and industrial customers. From 1999 to 2002, Mr. Krusi served as President of the Construction Services division of URS Corporation, where he oversaw an international construction services business specializing in construction management and

Table of Contents

program management. Prior to his employment with URS, and over a period of ~~twenty-two~~twenty- two years, Mr. Krusi held a number of technical and management positions within the engineering and construction industries. Mr. Krusi currently serves on the Board of Directors of Blue Earth, Inc., Alacer Gold Corp and Layne Christensen Company. Mr. Krusi is a graduate of the University of California at Santa Barbara and is a Registered Geologist, Certified Engineering Geologist, and Licensed General Contractor in the State of California.

Mr. Krusi has more than thirty-five years of experience in the construction and engineering industries, including experience in executive management positions for public companies.

BRIAN E. LANE, 5659
Director, President, and Chief Executive Officer

Brian E. Lane has served as Chief Executive Officer and President of Comfort Systems since December 2011 and as a director since November 2010. Mr. Lane served as Comfort Systems' President and Chief Operating Officer from March 2010 until December 2011. Mr. Lane joined Comfort Systems 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 Comfort Systems, ~~Brian~~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 Griffen Dewatering Corporation and Main Street Capital 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 ~~twenty-five~~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~~day- to-day operations and on current trends and developments in the industry.

FRANKLIN MYERS, 6063
Director and Chairman of the Board

Franklin Myers has served as a Director of the Company since May ~~2005.~~2005 and as Chairman of the Board since May 2014. Mr. Myers has been a Senior Advisor and advisory director of Quantum Energy Partners, a private equity firm, since February 2013 and was an operating advisor to Paine and Partners, a private equity firm, from October 2009 until December 2012. From April 2008 until March 2009, Mr. Myers served as Senior Advisor ~~for financial and merger and acquisition matters for~~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 Cooper Cameron Corporation as well as General Counsel and Secretary. Prior to joining Cooper Cameron Corporation 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.~~Jaworski, now known as Norton Rose Fulbright. Mr. Myers currently serves on the Board of Directors of Ion Geophysical Corporation, HollyFrontier Corporation, ~~and~~ Forum Energy ~~Technologies.~~Technologies and WireCo WorldGroup, a privately owned company. Mr. Myers served on the Board of Directors of Seahawk Drilling Company from 2009 until 2011, and of Frontier Oil Corporation—a predecessor of HollyFrontier Corporation—from 2009 until its 2011 merger with Holly Corporation. ~~From October 2009 until December 2012,~~ Mr. Myers ~~was an operating advisor to Paine and Partners,~~holds a ~~private equity firm. Currently, he is an advisory director~~Bachelor of ~~Quantum~~Science,

Table of Contents

~~Energy Partners, a private equity firm. Mr. Myers holds a Bachelor of Science,~~ Industrial Engineering, from Mississippi State University and a J.D. degree, with honors, 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.~~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.

JAMES H. SCHULTZ, 6467
Director

James H. Schultz has served as a Director of the Company since November 2002. He retired from the American Standard Companies in 2001, where he had worked for thirty-one years. Mr. Schultz served as President of the Trane Commercial Air Conditioning Group, a division of the American Standard Companies, from 1998 to 2001. Prior to that time he served in various other capacities, including Executive Vice President. Mr. Schultz served on the Board of Directors of Goodman Global, Inc. from 2006 to 2008. Mr. Schultz has been Chair and a Board member of the Air Conditioning and Refrigeration Institute, and serves on The ~~Engineering College Industry Advisory Board.~~Iowa State University Foundation Board of Governors. Mr. Schultz is also a Board Member of Twin City ~~Fan and currently serves on the Iowa State University Engineering College and Industry Advisory Board.~~Fan. Mr. Schultz is a graduate of Iowa State University.

Mr. Schultz has extensive experience related to the manufacture, sale, service, and installation of HVAC equipment and performance contracting. As President of the Trane Commercial Air Conditioning Group, Mr. Schultz was responsible for the division's profit and loss statements. As a result of his experience, Mr. Schultz is very knowledgeable about the Company's industry.

CONSTANCE E. SKIDMORE, 6164
Director

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 Audit Committee of ~~BayCareHealth System~~ShoreTel, Inc. (NASDAQ: SHOR) and on the boards of several other privately-held and non-profit companies: Ivis Technologies, The V Foundation for Cancer Research, Viz Kinect, ~~Mahoot, Inc.,~~ and First Warning Systems. 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 ~~twenty~~thirty years of experience in accounting and finance, including in the construction industry, and significant experience and knowledge in talent management and strategic planning.

VANCE W. TANG, 4649
Director

Vance W. Tang has served as a Director of the Company since December 2012. ~~Vance~~Mr. Tang has been President and Owner of VanTegrity Financial, LLC, a wealth management firm, since February 2012, and VanTegrity Consulting, a strategy and leadership consulting services and executive coaching provider, since August 2012. Mr. Tang previously served as President and Chief Executive Officer of the U.S. subsidiary of KONE OY, a public company and a leading global provider of elevators and escalators, and Executive Vice President of KONE Corporation from February 2007 until August 2012. In this role he led the organization through a major transformation around customer focus and profitable growth. Prior to joining KONE, he was Vice President and General Manager at Honeywell Building Control Systems. Previously, he spent more than a decade at Trane, a supplier of heating, ventilation, and air conditioning systems to both the residential and commercial markets. He serves on

Table of Contents

the ~~board~~Board of Directors of American Woodmark Corporation (NASDAQ:AMWD) and the Board of Governors of the Center for Creative Leadership. Mr. Tang has a Bachelor of Science degree in Electrical Engineering and an MBA degree from the University of Wisconsin.

~~Table of Contents~~

Mr. Tang has deep operations experience in the construction and service industries, including experience as a Chief Executive ~~Officer. Additionally, Mr. Tang~~Officer, and he also has experience serving on other public company boards.

~~ROBERT D. WAGNER, JR., 71~~
~~Director~~

~~Robert D. Wagner, Jr. has served as a Director of the Company since April 2001. He~~ Additionally, Mr. Tang is currently ~~a Principal~~serving as our Board Liaison for Cybersecurity, leveraging his engineering background and Advisory Director of Rivington Capital Advisors LLC, which provides advisory services and private equity and debt placement for independent oil and gas producers. Mr. Wagner previously served as a Managing Director of Bankers Trust/BT Alex Brown in their Energy Corporate Finance Group. He also was Executive Vice President of First City National Bank of Houston's energy division, and later, the special loans division. Mr. Wagner served on the Board of Directors of Electric City Corp. from 2001 until 2005 and of Blue Dolphin Energy Corp. from 2001 until 2004. Mr. Wagner also serves as a director of two non-profit organizations: The Jung Center of Houston and Opus Archives and Research Center. Mr. Wagner is a graduate of Holy Cross College and the Stern School of Business at New York University.

Mr. Wagner has forty years of experience in banking and corporate finance. His experience lends unique insights into the Company's financial management as well as its banking and other financial arrangements with the capital markets. Additionally, Mr. Wagner has experience serving on other public company boards.business leadership experience.

The Board of Directors recommends that stockholders voteFOR
the Directors listed above in Proposal Number 1.

Meetings of the Board and Committees

During the year ended December 31, ~~2012,~~2015, the Board held five regular meetings and ~~five~~four special meetings. At each regularly scheduled meeting of the Board, the non-management directors, each of whom is independent, met separately from management in executive session under the direction of Mr. Myers, the ~~Chair~~Chairman of the ~~Audit Committee and Lead Director.~~Board. Members of the Board are encouraged to attend the Annual Meeting and all members of the Board attended the Annual Meeting in ~~2012.~~2015. Additional information regarding the determination of director independence is set forth below under "Corporate Governance—Independence." Each director attended at least 75% of the aggregate of the number of meetings of the Board and the Board committees of which he or she was a member that took place during his or her term of office.

The Board has several committees. Each of these committees and their members are described below. The Board has adopted a written charter for each of these committees which, together with the Board's Governance Standards and Independence Guidelines, are available on the Company's website athttp://~~www.comfortsystemsusa.com~~governance.comfortsystemsusa.com, or by writing to Comfort Systems USA, Inc., Office of the General Counsel, 675 Bering Drive, Suite 400, Houston, Texas 77057.

Audit Committee

The Audit Committee, which held ~~nine~~eight regular meetings during ~~2012,~~2015, reviews with management and the independent auditors the Company's quarterly and annual financial statements, the scope of the audit, any comments made by the independent auditors and such other matters as the committee deems appropriate. In addition, the Audit Committee reviews the performance and retention of the Company's independent auditors and reviews with management those matters relating to compliance with corporate policies, as the committee deems appropriate. The Audit Committee reviews and reassesses the adequacy of its charter every year and has done so for ~~2013.~~

~~Table of Contents~~2016.
        The current members of the Audit Committee are Ms. Skidmore and Messrs. Myers, Krusi, Schultz ~~Tang,~~ and ~~Wagner and Ms. Skidmore,~~Tang, none of whom is or has been an executive officer or employee of the Company at any time. The Board has determined that the committee consists entirely of directors who meet the independence requirements of the NYSE's listing standards, the Board's Independence Guidelines (discussed below at "Corporate Governance—Independence") and the rules and regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, the Board has determined that each member of the Audit Committee is financially literate, and based on accounting or related financial management expertise, that each of Ms. Skidmore and Messrs. Myers, Krusi, Schultz ~~Tang,~~ and ~~Wagner and Ms. Skidmore~~Tang are audit committee financial experts.
Compensation Committee
        The Compensation Committee, which held five regular meetings and ~~four~~one special ~~meetings~~meeting during ~~2012,~~2015, establishes and administers the Company's executive compensation program and reviews and

Table of Contents
advises the Board with respect to major organizational changes, leadership development and leadership succession, ~~excepting~~other than the succession of the Chief Executive Officer, which is overseen by the Governance and Nominating Committee. The Compensation Committee establishes and regularly reviews the compensation levels of executive officers and other key managers, and also reviews incentive awards. The members of the committee are Messrs. Anderson, Bulls, Krusi, Myers, and Tang, none of whom is or has been an executive officer or employee of the Company at any time. The committee may delegate any of its responsibilities to a subcommittee thereof. The committee has the authority to hire a professional consultant to review and analyze the Company's compensation programs. In ~~2012,~~2015, the Committee retained Pearl Meyer & Partners to advise the Committee during its review of the Company's ~~long-term~~short-term incentive ~~compensation.~~compensation program and to provide a comprehensive analysis of executive compensation survey data and market trends for each Named Executive Officer. The Committee's work with Pearl Meyer & Partners is described in greater detail below in the subsection titled "Independent Compensation Consultant." Further, as discussed below in the section titled "Compensation Discussion and Analysis" the Compensation Committee consults with executive management in developing compensation plans for the Company. The Board has determined that the Compensation Committee consists entirely of directors who meet the independence requirements of the NYSE listing standards, the Board's Independence Guidelines, and the rules and regulations under the Exchange Act.
Governance and Nominating Committee
        The Governance and Nominating Committee, which held ~~three~~two regular meetings ~~and three special meetings~~ during ~~2012,~~2015, evaluates the structure and membership of the Board, evaluates candidates for nomination to the Board as appropriate with an emphasis on diversity of viewpoint and professional experience, reviews the compensation structure for the non-employee directors and the frequency and content of meetings, establishes and reviews the Company's succession plan for its Chief Executive Officer, and makes recommendations to the Board on all such matters. Although the committee does not have a formal diversity policy, the committee works to maintain a Board that is diverse in viewpoint and professional experience. The committee periodically examines the composition of the Board to ensure that the Board, taken as a whole, has the necessary skills and experience to steer the Company toward its stated ~~objectives.~~objectives, as well as the necessary skills and experience to set the Company's future strategies. Directors are nominated or elected by the Board, and stockholders may nominate directors as described further in "Corporate Governance—Director Nomination by Stockholders." The committee identifies Board candidates through a variety of formal and informal channels. The committee has the authority to hire a professional search firm to help identify candidates with specific ~~qualifications; although it~~qualifications. It has no current engagement with any such ~~firm, the committee worked with a third-party search firm in 2012 to identify potential directors.~~firm. The ~~third-party search firm retained by the committee recommended Ms. Skidmore and Mr. Tang as new directors based on criteria established by the Committee. The~~current members of the committee are Messrs. Schultz, Anderson, Bulls, and ~~Wagner~~Tang and Ms. Skidmore, each of whom the Board has determined to meet the independence requirements of the NYSE listing standards, the Board's Independence Guidelines, and the rules and regulations under the Exchange Act.

~~Table of Contents~~
~~Finance Committee~~
        The Finance Committee, which did not hold a meeting in 2012, is authorized by the Board to consult with management and advise the Board on all matters pertaining to the Company's capital structure and certain acquisitions. The members of the committee are Messrs. Murdy, Giardinelli, Krusi, and Myers. Messrs. Albers and McCoy serve as advisory members of the Finance Committee (described further under "Corporate Governance—Advisory Directors" below).

Corporate Governance
        The Board believes the purpose of corporate governance is to maximize stockholder value in a manner consistent with legal requirements and the highest standards of integrity. The Board has adopted and adheres to corporate governance practices that the Board believes promote this purpose, are sound practices, and represent best practices. The Board continually reviews these governance practices, Delaware law (the state in which the Company is incorporated), the rules and listing standards of the NYSE and SEC regulations, and best practices suggested by recognized governance authorities. The corporate Governance Standards are posted on the Company's website athttp://~~www.comfortsystemsusa.com~~governance.comfortsystemsusa.com and are also available upon request to Comfort Systems USA, Inc., Office of the General Counsel, 675 Bering Drive, Suite 400, Houston, Texas 77057.

Table of Contents
Code of Ethics
        The Company adopted the Compliance Policy in 1997, the year the Company was founded. That policy, with subsequent amendments, remains in effect and applies to the Company's directors, officers and employees who are subject to disciplinary action, including termination, for violations of the policy. The policy forms the basis of the Company's ethics and compliance program and covers a wide range of areas. Many Company policies are summarized in the Compliance Policy including conflict of interest, insider trading, confidentiality, and compliance with all laws and regulations applicable to the conduct of the Company's business. Any amendments to the Compliance Policy or the grant of a waiver from a provision of the policy requiring disclosure under applicable SEC rules will be disclosed to the public. The Compliance Policy is posted under the "Governance" tab of the Company's website athttp://~~www.comfortsystemsusa.com~~governance.comfortsystemsusa.com and is also available upon request to Comfort Systems USA, Inc., Office of the General Counsel, 675 Bering Drive, Suite 400, Houston, Texas 77057.
Independence
        The Board has adopted Independence Guidelines to assist the Board in making independence determinations relating to members of the Board. The criteria are consistent with the NYSE listing standards regarding director independence. For a director to be considered independent, the Board must determine that the director does not have a material relationship, directly or indirectly, with the Company. The Independence Guidelines are published on our website,http://~~www.comfortsystemsusa.com~~governance.comfortsystemsusa.com, and are also available by written request to Comfort Systems USA, Inc., Office of the General Counsel, 675 Bering Drive, Suite 400, Houston, TX 77057.
        The Board has considered the independence of its members in light of the Independence Guidelines and the rules and regulations under the Exchange Act and NYSE, including each director's affiliations and relationships, and has determined that Ms. Skidmore and Messrs. Anderson, Bulls, Krusi, Myers, Schultz ~~Tang,~~ and ~~Wagner and Ms. Skidmore,~~Tang, who together constitute a majority of the Board, qualify as independent directors of the Company.
~~Advisory Directors~~
        ~~Since 2007, the Board has followed a practice of inviting two of the Company's subsidiary presidents to attend meetings of the Board in an advisory capacity to provide the directors additional~~

~~Table of Contents~~
insight into the Company's daily operations and current industry trends. Currently, Tim Albers and Mike McCoy serve as advisory directors. Mr. Albers is the President of Quality Air Heating and Cooling, Inc., and Mr. McCoy is the President of ACI Mechanical, Inc. As advisors to the Board, Messrs. Albers and McCoy do not vote on proposals before the Board and do not have a significant policy-making function.
Director Nomination by Stockholders
        The Board will consider director candidates recommended by stockholders for inclusion on the slate of directors nominated by the Board. Any stockholder may submit ~~one~~a candidate or candidates for consideration in conformity with the Bylaws and as set forth hereafter under the caption "Stockholder Proposals." Stockholders desiring to recommend a candidate must submit the recommendation to the Governance and Nominating Committee c/o the Corporate Secretary, Comfort Systems USA, Inc., 675 Bering Drive, Suite 400, Houston, Texas 77057. If a nominating stockholder is not a record holder, the stockholder must provide the same evidence of eligibility as set forth in Exchange Act Rule ~~14a-8(b)~~14a- 8(b)(2).
        At the time the nominating stockholder submits the recommendation, the candidate must submit all personal information that the Company would be required to disclose in a proxy statement in accordance with Exchange Act rules. In addition, at that time the candidate must:
•
Certify that he or she meets the requirements to be: (a) independent under the NYSE's listing standards and the Board's Independence Guidelines, (b) a non-management director under Rule 16b-3 of the Exchange Act, and (c) an outside director under Section 162(m) of the Internal Revenue Code of 1986, as amended from time to time, and pertinent regulations promulgated thereunder by the Internal Revenue Service (collectively, the "Code");

•
Consent to serve on the Board, if nominated and elected; and

•
Agree to complete, upon request, a customary director's questionnaire.

Table of Contents
        The Governance and Nominating Committee will evaluate any candidate recommended by a stockholder to determine whether he or she is highly qualified. ~~Particular~~The committee evaluates candidates recommended by stockholders in the same way it evaluates candidates proposed from other sources. In selecting nominees, particular consideration ~~will be~~is given to those individuals who have substantial achievement in their personal and professional pursuits and whose talents, experience, and integrity would be expected to contribute to the best interests of the Company and to long-term stockholder value. ~~Without limitation,~~In evaluating candidates, the committee ~~recommends individuals who have a~~considers various qualities and skills that it believes will benefit the Board and the stockholders, including without limitation general management ~~focus, have~~experience, specialization in the Company's principal business activities or finance, ~~have~~ significant experience in issues encountered by public companies, and ~~who could contribute~~contribution to the diversity of the Board. ~~The committee evaluates candidates recommended by stockholders in the same way it evaluates candidates proposed from other sources.~~
Communications with the Board
        Stockholders and other interested parties may communicate directly with the Board by writing to Comfort Systems USA, Inc., Board of Directors, 675 Bering Drive, Suite 400, Houston, Texas 77057. The Chairman of the Board will review these communications and will determine appropriate steps to address them. A stockholder wishing to communicate directly with the non-management members of the Board may address the communication to "Non-Management Directors, c/o Board of Directors" at the address listed above. These communications will be handled by the ~~Chair~~Chairman of the ~~Audit Committee,~~Board, who is currently designated to preside at meetings of non-management directors. Finally, communications can be sent directly to individual directors by addressing letters to their individual name, c/o the Board of Directors, at the address listed above.

~~Table of Contents~~ All communications received by the Company are sent directly to the Board or appropriate director.
Board Leadership Structure and ~~the Board's Role in Risk Oversight~~Self-Evaluation Process
        The Board does not have a formal policy regarding whether the position of Chairman of the Board may be filled by the Company's Chief Executive Officer. Instead, the Board has adopted a fluid approach to the Board's leadership structure that allows for variations depending on the circumstances and changing needs of the Company over time.
        Mr. Myers has served as a director since 2005 and has served as the Company's Chairman of the Board since May 2014. The Board has determined that Mr. Myers meets the independence requirements of the NYSE listing standards, the Board's Independence Guidelines, and the rules and regulations under the Exchange Act. The Board has carefully considered its leadership structure and determined that currently it is ~~currently~~ in the best interest of the Company and its stockholders for the ~~position~~roles of Chairman of the Board and Chief Executive Officer to be filled by different individuals. This structure allows the ~~Company's former~~ Chief Executive Officer ~~William F. Murdy. Mr. Murdy retired as Chief Executive Office in December 2011 after serving as~~to focus on the Company's ~~Chief Executive Officer for more than eleven years, and he continues as~~day-to-day operations.
        Since the ~~Company's~~Company has an independent, non-executive Chairman of the Board, ~~under~~the Company has determined that the role of a Lead Director is not currently necessary. The Board may appoint a Lead Director to coordinate the activities of the independent directors in the future at its discretion.
        Pursuant to the Board's ~~approved management succession plan. The Board believes that Mr. Murdy continuing to serve as the Company's Chairman of~~policy, the Board ~~will be~~conducts an ~~effective transition device for~~annual self-evaluation process as follows: (i) each director evaluates the Board ~~and management. Further, Messrs. Murdy and Lane have developed~~as a productive working relationship and effectively transitioned the Chief Executive Officer position under the management succession plan; the Board believes that their rapport will allow for effective communication between the Board and management and foster an efficient and productive relationship between the Board's strategic role and management's control of daily operations, while retaining Mr. Murdy's knowledge of the Company's business and industry and using his knowledge to the Company's best advantage.
        ~~To ensure a strong and independent Board, the Company also has a Lead Director. The Chair~~whole; (ii) each member of the Audit Committee, ~~is designated to serve as Lead Director. Accordingly, Mr. Myers is currently Lead Director. The Lead Director presides at executive sessions of~~ the ~~Board, serves as the liaison between the Chairman of the Board~~Compensation Committee and the ~~other directors,~~Governance and ~~advises~~Nominating Committee evaluates the ~~Chairman of the Board with respect to the schedule, agenda~~respective committees on which he or she serves; and ~~information for Board meetings.~~
(iii) each director prepares an individual self-evaluation. In connection with ~~its~~this annual self-evaluation, the Board considers whether the current leadership structure continues to be appropriate for the Company. The Board believes that directors should be responsive to the Company's evolving circumstances and objectives, and adapt the Board's leadership structure when necessary.

Table of Contents
The Board's Role in Risk Oversight
        The Company's full Board is actively involved in overseeing the Company's risk management process and the Company's risk appetite. These activities are aligned with the Company's strategy. Additionally, the Audit Committee, Compensation Committee, and Governance and Nominating Committee consider risks that fall within their respective areas of responsibilities. A group of the Company's top executives serve on a committee (the "Risk Committee") that is directly responsible for the Company's risk management process. The Company's President and Chief Executive Officer, a member of the Board, serves on the Risk Committee; however, the Risk Committee is a committee of management, not of the Board. The Risk Committee meets at least annually to define and improve the risk-mapping process and considers any appropriate updates at least quarterly. Any risks that are identified through the Company's compliance and ethics program are included in the Risk Committee's processes, along with operational, financial, and strategic risks. The Risk Committee presents comprehensive reports directly to the Board at least annually.

Director Compensation for ~~2012~~2015
        In ~~2012,~~2015, each director who iswas not an employee of the Company or one of its subsidiaries received, a quarterly retainer of $7,500 ($8,500 if the director chairs a committee or $12,500 if the director chairs the Audit Committee and also serves as the Lead Director). Directors received $3,000 for attendance at each Board meeting, $2,000 for each committee meeting (unless held on the same day as a Board meeting or other committee meeting, in which case the director is only paid for one of the meetings occurring on that date), and $1,000 for each telephonic meeting or telephonic attendance at a meeting. As Chairman of the Board, Mr. Murdy was paid a flat director fee of $120,000. Directors are also reimbursed for reasonable out-of-pocket expenses incurred in connection with Board and committee meetings.
        ~~In 2013, the non-employee directors will be paid,~~ in equal quarterly ~~increments, a flat~~installments, an annual fee ~~calculated~~based on service as follows: ~~$50,000~~$60,000 for ~~general~~ service on the Board; ~~$5,000 per committee membership,~~

~~Table~~$20,000 to serve as the chair of ~~Contents~~
~~provided that~~ the ~~annual payment for committee membership will in no event exceed $10,000;~~Audit Committee; $10,000 to serve as the chair of ~~a committee (except~~ the ~~Finance Committee); $10,000 for service as~~Compensation Committee or the ~~lead director;~~Governance and ~~$20,000 for service~~Nominating Committee; and $30,000 to serve as the chairman of the board. Directors will no longer be paid for attendance at Board or committee meetings. Under the new metric, the non-employee directors will receive annual fees ranging from $50,000 to $80,000. The Governance and Nominating Committee implemented the new pay structure because it is consistent with current trends in director compensation, decreases administrative obligations, and encourages directors to view their role as an ongoing commitment.Board.
        ~~The Company's Amended and Restated 2006 Equity Compensation Plan for Non-Employee Directors, which was adopted by the Board and approved by stockholders in May 2008, provides that each~~Each non-employee director who continues in office or is ~~first~~ elected at an annual stockholder meeting receives ~~a grant~~an award of ~~10,000~~fully-vested shares of Common Stock ~~vesting immediately upon grant.~~having a fair market value on the grant date equal to $125,000, provided that in no event will the number of shares granted to each non-employee director in connection with the annual award exceed 12,500. The Board has adopted stock ownership guidelines that require directors to own not less than (i) 1,000 shares of ~~stock~~Common Stock within ~~ninety~~90 days of their initial election by stockholders; (ii) 10,000 shares by the second anniversary of the director's initial election; and (iii) 20,000 shares by the fourth anniversary of the director's initial election. All directors currently comply with these ownership ~~requirements.~~guidelines.
        Directors who are employees of the Company or one of its subsidiaries receive no additional compensation for serving as directors. The following table discloses the ~~cash, equity awards and other~~ compensation earned, paid or awarded, as the case may be, to each of the Company's non-employee directors during ~~2012.~~2015.
Name(1)
Director Fees
Earned or Paid
in Cash ($) Stock
Awards
($)(2) Director
Option
Awards
($) Non-Equity
Incentive Plan
Compensation ($) All Other
Compensation ($)(3) Total ($) Director Fees
Earned or
Paid in
Cash ($) Stock
Awards
($)(2) All Other
Compensation
($)(3) Total ($)
Darcy G. Anderson
$ 64,000 $ 93,400 $ 0 $ 0 $ 0 $ 157,400 $ 65,000 (4) $ 124,998 $ 0 $ 189,998
Herman E Bulls
$ 62,000 $ 93,400 $ 0 $ 0 $ 0 $ 155,400 $ 60,000 $ 124,998 $ 0 $ 184,998
Alan P. Krusi
$ 59,000 $ 93,400 $ 0 $ 0 $ 0 $ 152,400 $ 65,000 (4) $ 124,998 $ 0 $ 189,998
William F. Murdy
$ 120,000 $ 93,400 $ 0 $ 0 $ 14,144 $ 227,544
Franklin Myers
$ 76,000 $ 93,400 $ 0 $ 0 $ 0 $ 169,400 $ 90,000 $ 124,998 $ 0 $ 214,998
James H. Schultz
$ 64,000 $ 93,400 $ 0 $ 0 $ 0 $ 157,400 $ 70,000 $ 124,998 $ 0 $ 194,998
Constance E. Skidmore
$ 5,500 $ 0 $ 0 $ 0 $ 0 $ 5,500 $ 80,000 $ 124,998 $ 0 $ 204,998
Vance W. Tang
$ 5,500 $ 0 $ 0 $ 0 $ 0 $ 5,500 $ 60,000 $ 124,998 $ 0 $ 184,998
Robert D. Wagner, Jr.
$ 60,000 $ 93,400 $ 0 $ 0 $ 0 $ 153,400
(1)
Messrs. Lane and Giardinelli also serve as members of the Board, but were employees of the Company or one of its subsidiaries in ~~2012,~~2015, and received no additional compensation for their service. ~~Messrs. Albers and McCoy, as advisors to~~Mr. Lane's compensation is included in the ~~Board, receive no compensation for their service.~~"Summary Compensation Table" included elsewhere in this proxy.

Table of Contents
(2)
Represents grants of ~~10,000~~5,584 shares of fully vested Common Stock subject to immediate vesting. For a discussion of valuation assumptions, see Note 14 to our consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2012.Stock. The aggregate grant date fair value of the equity awards was computed in accordance with FASB ASC Topic 718.

(3)
~~For Mr. Murdy, represents health insurance benefit payments. Further, the~~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.

(4)
Mr. Anderson served as the chair of the Compensation Committee from January 1, 2015 to May 19, 2015, and Mr. Krusi served as the chair of the Compensation Committee from May 19, 2015 to December 31, 2015. Consequently, Mr. Anderson and Mr. Krusi received a pro rata payment for each director's period of service as chair of the Compensation Committee in 2015.

~~Table~~        In March 2016, upon the recommendation of ~~Contents~~the Governance and Nominating Committee, which was based on an analysis of several factors, including survey data from the National Association of Corporate Directors and the Board's historical non-employee director compensation practices, the Board approved the following increases to non-employee director compensation. These changes will take effect following the Annual Meeting:
•
The annual fee for service as the chair of the Audit Committee will increase from $20,000 in 2015 to $30,000.

•
The annual fee for service as the chair of the Compensation Committee or the Governance and Nominating Committee will increase from $10,000 to $20,000.

•
The annual fee for service as the chairman of the Board will increase from $30,000 to $50,000.

•
Each non-employee director who continues in office or is elected at an annual stockholder meeting will receive an award of fully-vested shares of Common Stock having a fair market value on the grant date equal to $140,000, provided that in no event will the number of shares granted to each non-employee director in connection with the annual award exceed 12,500.

•
The annual fee for service on the Board will remain unchanged at $60,000.

PROPOSAL NUMBER 2
RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
        The Audit Committee has re-appointed Ernst & Young LLP as the Company's independent auditors for the year ending December 31, ~~2013.~~2016. Ernst & Young LLP was the Company's independent auditor for the year ended December 31, ~~2012.~~2015.
        We expect that representatives of Ernst & Young LLP will be present at the Annual Meeting to respond to appropriate questions, and they will have the opportunity to make a statement if they desire.
        The affirmative vote of holders of a majority of the shares of Common Stock voted at the Annual Meeting is required to ratify the appointment of Ernst & Young LLP as the Company's independent auditors for ~~2013.~~2016. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider its selection, but it still may decide to retain Ernst & Young LLP. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent accounting firm at any time during the year if the committee determines that such a change would be in the best interests of the Company and its stockholders.

Table of Contents

Relationship with Independent Auditors
        The Audit Committee has selected Ernst & Young LLP as independent auditors for the Company for the year ending December 31, ~~2013.~~2016. Ernst & Young LLP acted as independent auditors for the Company for the year ended December 31, ~~2012.~~2015. Fees to the Company and its subsidiaries for professional services rendered by Ernst & Young LLP during ~~2012~~2015 and ~~2011~~2014 were as follows:
Description
2012 2011 2015 2014
Audit Fees
$ 1,260,428 $ 1,104,263 $ 1,794,873 $ 1,790,587
Audit-Related Fees
$ 0 $ 0 $ 0 $ 0
Tax Fees
$ 3,437 $ 6,105 $ 0 $ 35,000
All Other Fees
$ 0 $ 0 $ 0 $ 0
        In ~~2011 and 2012,~~2014, services under the caption "Tax Fees" consisted principally of fees related to tax advice.
        The amount of audit fees for 2015 is based on a fees estimate determined with input from Ernst & Young LLP for audit services provided to us by Ernst & Young in connection with the audit of our 2015 financial statements. The final audit fees for those services may be more or less than the amount reflected on this table.
        The Audit Committee has established pre-approval policies and procedures applicable to all services provided by the Company's independent auditors to the Company, pursuant to which the committee reviews for approval each service expected to be provided by the independent auditors, and is provided with sufficient detailed information so that it can make well-reasoned assessments of the impact of the services on the independence of the auditors. In ~~2012,~~2015, all of the fees paid to the Company's auditors were approved by the Audit Committee. Pre-approvals include pre-approved cost levels or budgeted amounts (or a range of cost levels or budgeted amounts). Any proposed service that would exceed pre-approved cost levels or budgeted amounts also requires pre-approval. Substantive changes in terms, conditions, or fees resulting from changes in the scope, structure or other items regarding pre-approved services will also be pre-approved if necessary. The pre-approvals may include services in categories of audit services (including consultation to support such audits), audit-related services (items reasonably related to the performance of the audit or review of the financial statements), tax services (tax compliance, tax planning, and tax advice), and other services (services permissible under the SEC's auditor independence rules, typically routine and recurring type services that would not impair the independence of the auditor).
The Board of Directors recommends that
stockholders voteFOR Proposal Number 2.

~~Table of Contents~~

PROPOSAL NUMBER 3
ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS ~~AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE~~
~~COMPENSATION DISCLOSURE RULES OF THE SEC~~
        The Board recognizes that executive compensation is an important matter for our stockholders. As described in detail in the "Compensation Discussion and Analysis" ("CD&A") section of and elsewhere in this Proxy Statement, the Compensation Committee is tasked with the implementation of our executive compensation philosophy, and the core of that philosophy has been and continues to be to pay ~~our~~the Named Executive Officers based on Company performance. In particular, the Compensation Committee strives to attract, retain and motivate exceptional executives, to reward past performance measured against established goals and provide incentives for future performance, and to align executives' long-term interests with the interests of our stockholders. To do so, the Compensation Committee uses a combination of short- and long-term incentive compensation to reward near-term ~~excellent~~ performance and to encourage executives' commitment to our long-range, strategic business goals. It is ~~always~~ the intention of the Compensation Committee that our executive officers be compensated competitively and consistently with our strategy, sound corporate governance principles, and stockholder interests and

Table of Contents
concerns. As discussed further in the CD&A, the Compensation Committee retains compensation consultants and consults compensation databases to ensure that compensation for key positions is properly aligned with market expectations. Further, the Company's commitment to aligning pay to performance can be seen in the overall trend of ~~its~~compensation for the Named Executive ~~Officers' compensation.~~Officers.
        As described in the CD&A, we believe our compensation program is effective, appropriate, and strongly aligned with the long-term interests of our stockholders and that the total compensation ~~package~~packages provided to the Named Executive Officers (including potential payouts upon a termination or change ofin control) are reasonable and not excessive. As you consider this Proposal Number 3, we urge you to read the CD&A section of this Proxy Statement for additional details on our executive compensation program, including the more detailed information about our compensation philosophy and objectives and the past compensation of the Named Executive Officers, and to review the tabular disclosures regarding Named Executive Officer compensation together with the accompanying narrative disclosures in the "Summary of Executive Compensation" section of this Proxy Statement.
        Congress has enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank"), which requires a non-binding advisory "Say on Pay" vote and gives our stockholders the opportunity to express their views on the compensation of the Named Executive Officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Named Executive Officers and the philosophy, policies, and practices described in this Proxy Statement. We ~~welcome~~value the opportunity to give our stockholders an opportunity to provide us with such a vote on executive compensation at the Annual Meeting.
        As an advisory vote and as prescribed by Dodd-Frank, Proposal Number 3 is not binding on the Board or the Compensation Committee, will not overrule any decisions made by the Board or the Compensation Committee, and will not require the Board or the Compensation Committee to take any action. Although the vote is non-binding, the Board and the Compensation Committee value the opinions of our stockholders, and will carefully consider the outcome of the vote when making future compensation decisions for Named Executive Officers. In particular, to the extent there is any significant vote against the Named Executive Officers' compensation as disclosed in this Proxy Statement, we will consider our stockholders' concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. Unless the Board modifies its policy on the frequency of "Say on Pay" votes, the next "Say on Pay" vote will be held in ~~2014.~~2017.
        The Board of Directors is asking that stockholders cast a non-binding, advisory vote FOR the following resolution:
        "RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED on an advisory basis."
The Board of Directors recommends that
stockholders voteFOR Proposal Number 3.

PROPOSAL NUMBER 4
APPROVAL OF AMENDMENT TO ARTICLE FIVE OF THE COMPANY'S SECOND
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
Description of Amendment
        On December 21, 2015, the Delaware Chancery Court (the "Court") issued an opinion in In re VAALCO Energy, Inc. Stockholder Litigation, Consol. C.A. No. 11775-VCL, invalidating as a matter of law provisions of the certificate of incorporation and bylaws of VAALCO Energy, Inc., a Delaware corporation ("VAALCO"), that permitted the removal of VAALCO's directors by its stockholders only for cause. The Court held that, in the absence of a classified board or cumulative voting, VAALCO's "only for cause" director removal provisions conflict with Section 141(k) of the Delaware General Corporation Law (the "DGCL") and are therefore invalid. Specifically, Section 141(k) of the DGCL

Table of Contents
provides that any director, or the entire Board of Directors, may be removed, with or without cause, by the holders of a majority of the voting power of the outstanding stock then entitled to vote in an election of directors, except that, whenever the holders of any class or series of stock is entitled to elect one or more directors, such director or directors may be removed without cause only by the holders of a majority of the voting power of the outstanding shares of such class or series of stock.
        Article Five of the Second Amended and Restated Certificate of Incorporation of the Company currently contains a similar "only for cause" director removal provision, and the Company does not have a classified board of directors or cumulative voting. In light of the VAALCO decision, the Board of Directors of the Company resolved that it is advisable and in the best interests of the Company and its stockholders to amend Article Five of the Second Amendment and Restated Certificate of Incorporation of the Company to eliminate the "only for cause" director removal provision (the "Amendment"). Following the effectiveness of the Amendment, any member of the Board of Directors may be removed, with or without cause, by the holders of a majority of the voting power of the outstanding stock then entitled to vote in an election of directors. The Amendment may be viewed as increasing the accountability of the Company's directors to stockholders by providing stockholders with the opportunity to remove directors without cause.
        If the proposed Amendment is approved at the Meeting, the Company will file the Amendment, which is set forth in Appendix A, with the Secretary of State of the State of Delaware. The Amendment will become effective upon filing. However, as previously announced on January 15, 2016, by the filing of a Form 8-K, the Company will not attempt to enforce the "only for cause" director removal provision prior to the effectiveness of the Amendment.

Vote Required
        The affirmative vote of a majority of the outstanding shares of Common Stock entitled to vote thereon is required for approval of this Proposal. Abstentions and broker non-votes will have the same effect as a vote against Proposal Number 4.
Our Board recommends that
stockholders voteFOR Proposal Number 4.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
        The following table sets forth information about the beneficial ownership of shares of Common Stock as of March 1, ~~2013~~2016: (i) individually by the Chief Executive Officer, each of the other executive officers of the Company in ~~2012~~2015 as named in the Summary Compensation Table (the "Named Executive Officers"), and current directors and nominees for director of the Company, (ii) by all executive officers and directors of the Company as a group, and (iii) each person known to the Company as reported on schedules filed with the SEC to be the beneficial owner of more than 5% of the outstanding Common Stock of the Company.

Table of Contents
        Except as noted below, each of the persons listed has sole investment and voting power with respect to the shares indicated.

Common Stock Beneficially Owned
Name and Address of Beneficial Owner(s)(1)
Shares Owned
as of
March 1, 2013 Shares Subject to
Options Which Are
or Will Become
Exercisable Prior to
April 30, 2013 Total
Beneficial
Ownership % of
Class(2)
William F. Murdy
259,869 (3) 205,196 (4) 465,065 1.2 %
William George
105,795 (5) 133,126 (6) 238,921 *
Brian E. Lane
112,410 (7) 104,084 (8) 216,494 *
Alfred J. Giardinelli, Jr
170,616 (9) 0 170,616 *
Trent T. McKenna
35,833 (10) 65,428 (11) 101,261 *
Julie S. Shaeff
54,671 (12) 40,247 (13) 94,918 *
James H. Schultz
45,000 40,000 (14) 85,000 *
Herman E. Bulls
42,500 40,000 (15) 82,500 *
Franklin Myers
55,000 20,000 (16) 75,000 *
Robert D. Wagner, Jr.
50,000 20,000 (17) 70,000 *
Alan P. Krusi
42,000 0 42,000 *
Darcy G. Anderson
35,000 0 35,000 *
Constance E. Skidmore
0 0 0 *
Vance W. Tang
0 0 0 *

All executive officers and directors as a group (14 persons)
1,008,694 668,081 1,676,775 4.5 %

Artisan Partners Holdings LP
2,733,094 (18) 7.3 %
Artisan Investment Corporation

Artisan Partners Limited Partnership

Artisan Investments GP LLC

ZFIC, Inc.

Andrew A. Ziegler

Carlene M. Ziegler

Artisan Partners Funds, Inc.

875 East Wisconsin Avenue, Suite 800
Milwaukee, Wisconsin 53202

Barrow, Hanley, Mewhinney & Strauss, LLC
2,664,441 (19) 7.2 %
2200 Ross Avenue, 31^st Floor
Dallas, Texas 75201-2761

BlackRock Inc.
2,973,653 (20) 8.0 %
40 East 52^nd Street
New York, New York 10022

~~Table of Contents~~

Common Stock Beneficially Owned
Name and Address of Beneficial Owner(s)(1)
Shares Owned
as of
March 1, 2013 Shares Subject to
Options Which Are
or Will Become
Exercisable Prior to
April 30, 2013 Total
Beneficial
Ownership % of
Class(2)
Capital Research Global Investors
2,476,000 (21) 6.6 %
333 South Hope Street
Los Angeles, California 90071

Goldman Sachs Asset Management, L.P.
2,321,837 (22) 6.2 %
GS Investment Strategies, LLC

200 West Street
New York, New York 10282

JPMorgan Chase & Co.
2,321,983 (23) 6.2 %
270 Park Avenue
New York, New York 10017

Praesidium Investment Management Company, LLC
2,995,330 (24) 8.0 %
Peter Uddo

Kevin Oran

747 Third Avenue
New York, NY 10017

T. Rowe Price Associates, Inc.
2,240,490 (25) 6.0 %
100 E. Pratt Street
Baltimore, Maryland 21202

The Vanguard Group, Inc.
2,237,578 (26) 6.0 %
100 Vanguard Blvd.
Malvern, Pennsylvania 19355

Common Stock Beneficially Owned
Name and Address of Beneficial Owner(s)(1)
Shares Owned
as of
March 1, 2016 Shares Subject to
Options Which Are
or Will Become
Exercisable Prior to
April 30, 2016 Total
Beneficial
Ownership % of Class(2)
Brian E. Lane
155,706 (3) 207,813 (4) 363,519 *
William George
60,125 (5) 147,611 (6) 207,736 *
Franklin Myers
159,000 0 159,000 *
Trent T. McKenna
49,906 (7) 65,605 (8) 115,511 *
Julie S. Shaeff
37,065 (9) 57,409 (10) 94,474 *
James H. Schultz
68,737 20,000 (11) 88,737 *
Herman E. Bulls
70,212 0 70,212 *
Alan P. Krusi
55,737 (12) 0 55,737 *
Darcy G. Anderson
43,678 0 43,678 *
Alfred J. Giardinelli, Jr
30,516 0 30,516 *
James Mylett
9,810 (13) 14,387 (14) 24,197 *
Vance W. Tang
23,737 (15) 0 23,737 *
Constance E. Skidmore
23,737 0 23,737 *

All executive officers and directors as a group (15 persons)
787,966 512,825 1,300,791 3.49 %

BlackRock Inc.
4,317,603 (16) 11.57 %
55 East 52^nd Street

New York, New York 10022

The Vanguard Group, Inc.
3,887,856 (17) 10.42 %
100 Vanguard Blvd.
��
Malvern, Pennsylvania 19355

Barrow, Hanley, Mewhinney & Strauss, LLC
2,514,713 (18) 6.74 %
2200 Ross Avenue, 31^st Floor

Dallas, Texas 75201-2761

Dimensional Fund Advisors LP
1,959,874 (19) 5.25 %
Building One

6300 Bee Cave Road

Austin, Texas 78746

*
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, ~~2013,~~2016, which was ~~37,244,066~~37,324,555 (excluding ~~3,879,299~~3,798,810 shares held in treasury).

(3)
Includes ~~49,869~~28,362 shares of Common Stock issued pursuant to ~~performance~~ restricted stock grants that remain subject to tenure ~~and performance~~ vesting.

(4)
Includes 43,970 options with an exercise price of $11.94; 41,279 options with an exercise price of $13.15; 49,347 options with an exercise price of $11.00; 43,564 options with an exercise price of $12.46; and 27,036 options with an exercise price of $13.87.

~~(5)~~
Includes 22,970 shares of Common Stock issued pursuant to performance restricted stock grants that remain subject to tenure and performance vesting and 16,821 shares underlying restricted stock units that remain subject to tenure vesting.

~~(6)~~
Includes 30,000 options with an exercise price of $6.38; 19,302 options with an exercise price of $11.94; 18,120 options with an exercise price of $13.15; 21,662 options with an exercise price of $11.00; 19,124 options with an exercise price of $12.46; 12,767 options with an exercise price of $13.87; and 12,151 options with an exercise price of $11.21.

~~(7)~~
Includes 24,547 shares of Common Stock issued pursuant to performance restricted stock grants that remain subject to tenure and performance vesting and 20,071 shares underlying restricted stock units that remain subject to tenure vesting.

~~Table of Contents~~
~~(8)~~
~~Includes 10,000 options with an exercise price of $6.38; 12,039 options with an exercise price of $11.94;~~ 11,369 options with an exercise price of $13.15; 19,389 options with an exercise price of $11.00; 19,124 options with an exercise price of $12.46; ~~14,081~~21,122 options with an exercise price of $13.87; ~~and 18,082~~54,247 options with an exercise price of ~~$11.21.~~$11.21; 44,476 options with an exercise price of

Table of Contents
$13.86; 26,571 options with an exercise price of $16.15; and 11,515 options with an exercise price of $19.67.
~~(9)~~(5)
Includes ~~1,600 shares of Common Stock held in a trust for Mr. Giardinelli's children.~~

~~(10)~~
~~Includes 8,853~~18,223 shares of Common Stock issued pursuant to ~~performance~~ restricted stock grants that remain subject to tenure vesting.

(6)
Includes 18,120 options with an exercise price of $13.15; 19,124 options with an exercise price of $12.46; 19,151 options with an exercise price of $13.87; 36,454 options with an exercise price of $11.21; 29,888 options with an exercise price of $13.86; 17,856 options with an exercise price of $16.15; and ~~performance vesting and 7,627~~7,018 options with an exercise price of $19.67.

(7)
Includes 10,619 shares ~~underlying~~of Common Stock issued pursuant to restricted stock ~~units~~grants that remain subject to tenure vesting.

~~(11)~~(8)
Includes ~~5,000 options with an exercise price of $6.64; 20,000 options with an exercise price of $6.38; 6,870 options with an exercise price of $11.94;~~ 6,488 options with an exercise price of $13.15; ~~7,756 options with an exercise price of $11.00; 7,599 options with an exercise price of $12.46; 4,844~~7,266 options with an exercise price of $13.87; ~~and 6,871~~20,614 options with an exercise price of ~~$11.21.~~$11.21; 16,901 options with an exercise price of $13.86; 10,097 options with an exercise price of $16.15; and 4,239 options with an exercise price of $19.67.

~~(12)~~(9)
Includes ~~8,853~~6,512 shares of Common Stock issued pursuant to ~~performance~~ restricted stock grants that remain subject to tenure ~~and performance vesting and 4,817 shares underlying restricted stock units that remain subject to tenure~~ vesting.

~~(13)~~(10)
Includes ~~7,655~~4,155 options with an exercise price of $11.94; 7,201 options with an exercise price of $13.15; 8,608 options with an exercise price of $11.00; 7,599 options with an exercise price of $12.46; ~~4,844~~7,266 options with an exercise price of $13.87; ~~and 4,340~~3,019 options with an exercise price of ~~$11.21.~~

~~(14)~~
~~Includes 10,000~~$11.21; 10,674 options with an exercise price of ~~$7.00; 10,000~~$13.86; 6,377 options with an exercise price of ~~$6.49;~~$16.15; and 2,510 options with an exercise price of $19.67.

(11)
Includes 10,000 options with an exercise price of $12.90; and 10,000 options with an exercise price of $13.51.

~~(15)~~(12)
Includes ~~10,000~~55,737 shares of Common Stock held in The Krusi Family Trust for which Mr. Krusi and his spouse are trustees.

(13)
Includes 8,444 shares of Common Stock issued pursuant to restricted stock grants that remain subject to tenure vesting.

(14)
Includes 10,319 options with an exercise price of ~~$7.00; 10,000~~$16.15; and 4,068 options with an exercise price of ~~$6.49; 10,000 options with an exercise price~~$19.67.

(15)
Includes 23,737 shares of ~~$12.90;~~Common Stock held in The Tang Living Trust, dated October 3, 2014, for which Mr. Tang and ~~10,000 options with an exercise price of $13.51.~~his spouse are trustees.

(16)
~~Includes 10,000 options~~The nature of share ownership as of December 31, 2015 is reported in a Schedule 13G/A filed with ~~an exercise price of $12.90 and 10,000 options with an exercise price of $13.51.~~the SEC on January 8, 2016.

(17)
~~Includes 10,000 options~~The nature of share ownership as of December 31, 2015 is reported in a Schedule 13G/A filed with ~~an exercise price of $12.90 and 10,000 options with an exercise price of $13.51.~~the SEC on January 8, 2016.

(18)
The nature of share ownership as of December 31, ~~2012~~2015 is reported in a Schedule 13G/A filed with the SEC on February ~~7, 2013.~~11, 2016.

(19)
~~The nature of share ownership as of December 31, 2012 is reported in a Schedule 13G filed with the SEC on February 11, 2013.~~

~~(20)~~
~~The nature of share ownership as of December 31, 2012 is reported in a Schedule 13G/A filed with the SEC on February 8, 2013.~~

~~(21)~~
~~The nature of share ownership as of December 31, 2012 is reported in a Schedule 13G/A filed with the SEC on February 13, 2013.~~

~~(22)~~
~~The nature of share ownership as of December 31, 2012 is reported in a Schedule 13G/A filed with the SEC on February 14, 2013.~~

~~(23)~~
~~The nature of share ownership as of December 31, 2012 is reported in a Schedule 13G/A filed with the SEC on January 15, 2013.~~

~~(24)~~
~~The nature of share ownership as of December 31, 2012 is reported in a Schedule 13G/A filed with the SEC on February 12, 2013.~~

~~Table of Contents~~
~~(25)~~
Share ownership information as of December 31, ~~2012~~2015 as reported in a Schedule 13G/A dated February ~~12, 2013.~~9, 2016. These securities are owned by various ~~individual~~investment companies, comingled funds, group trusts and ~~institutional investors~~separate accounts for which ~~T. Rowe Price Associates, Inc.~~Dimensional Fund Advisors LP serves as an investment adviser, sub-adviser or manager with power to direct investments and/or sole power to vote the securities. For the purposes of the reporting requirements of the Securities Exchange Act of 1934, ~~T. Rowe Price Associates, Inc.~~Dimensional Fund Advisors LP is deemed to be beneficial owner of such securities; ~~however, T. Rowe Price Associates, Inc.~~however; Dimensional Fund Advisors LP expressly disclaims that it is, in fact, the beneficial owner of such securities.

~~(26)~~
~~The nature of share ownership as of December 31, 2012 is reported in a Schedule 13G/A filed with the SEC on February 11, 2013.~~

Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS
Overview
        This Compensation Discussion and Analysis ("CD&A") provides an overview and analysis of the Company's executive compensation program and policies, the material compensation decisions made with respect to fiscal year 2015 compensation, and the material factors considered in making those decisions. The CD&A focuses on the compensation paid to the Company's "named executive officers" ("Named Executive Officers") unless noted otherwise. For 2015, the Named Executive Officers are:
Brian E. Lane, President and Chief Executive Officer
William George, Executive Vice President and Chief Financial Officer
James Mylett, Senior Vice President—Service
Trent T. McKenna, Senior Vice President, General Counsel and Secretary
Julie S. Shaeff, Senior Vice President and Chief Accounting Officer
The Board has delegated to ~~its~~the Compensation Committee (referred to in this section simply as the "Committee") the duty of designing and overseeing the Company's executive compensation program. The Committee is comprised entirely of independent (pursuant to NYSE, SEC and ~~SEC~~Internal Revenue Service rules, and the Company's own Independence Guidelines) members of the Board. The Company's executive compensation program is designed to attract, motivate, and retain talented executives so that the Company can achieve its best results and maximize long-term stockholder return, to align the long-term interests of Company executives with the interests of stockholders, and to ~~attract, motivate, and retain talented executives so~~pay compensation that is directly tied to the ~~Company can achieve its best results and maximize stockholder return. The program is rooted in principles of "pay-for-performance," and all executive and senior officers~~performance of the Company ~~are eligible to participate~~and the Common Stock.
2015 Performance Highlights
        To put the Company's 2015 compensation decisions in context, the following summarizes the Company's key financial and business results for 2015, a year in which headwinds continued in the ~~same executive~~market for new construction in the United States. Even with these headwinds, the Company experienced exceptional performance in 2015:
•
Revenues increased to $1,580,519,000 in 2015 as compared to $1,410,795,000 in 2014.

•
Free cash flow for 2015 was $78,397,000 as compared to free cash flow of $24,724,000 in 2014.

•
The Company reported net income attributable to Comfort Systems USA, Inc. for the year ended December 31, 2015 of $49,364,000, or $1.30 per diluted share, as compared to $23,063,000, or $0.61 per diluted share, for 2014. For purposes of our 2015 annual incentive plan, our non-GAAP EPS was also $1.30, as further described below.

•
During 2015 the Company continued to make substantial incremental investments in service growth and improving its information technology infrastructure.
        As a result of this performance, the Named Executive Officers each received their respective maximum award under the corporate financial incentive portion of the Company's 2015 annual incentive plan, as further described below.
Executive Compensation Highlights
•
A majority of officers' compensation ~~plans that are available~~is at risk (as defined below).

•
A majority of officers' compensation is tied to the Company's ~~Chief~~financial performance and growth in stockholder value.

•
Forty percent of officers' equity awards are subject to the Company achieving specific performance criteria over a three-year time horizon.

Table of Contents
•
Both executives and directors are subject to share ownership guidelines.

•
The Company has adopted a compensation clawback policy and an anti-hedging/pledging policy that applies to all executive officers.

•
The Committee engages an independent compensation consultant to advise on executive compensation.
Consideration of Stockholder Advisory Vote
        In designing the overall executive compensation program, the Committee also values and considers stockholder input. While evaluating the Company's 2015 executive compensation program, the Committee considered the stockholder advisory vote on the compensation paid to the Named Executive ~~Officer.~~Officers that was taken in 2015. The Committee considered the outcome of that advisory vote—more than 99% in favor—to indicate that the Company's stockholders generally support the Company's overall approach to executive compensation. In line with the Committee's consistent effort to analyze and improve the executive compensation program, the Committee determined that it was appropriate to add free cash flow as a performance metric under the Company's annual incentive plan in order to diversify the executive compensation program and to incentivize the Named Executive Officers to focus on this important financial metric.

Compensation Philosophy and Objectives
        The Committee evaluates each element of the overall executive compensation ~~plan~~program to ensure that it helps meet the Committee's objectives of:
•��
~~holding cash compensation to a reasonable percentage of the Company's profits;~~providing competitive base pay consistent with job scope, experience and related skills;

•
~~holding equity compensation~~linking bonus opportunities to ~~a reasonable percentage of~~ the Company's ~~total outstanding stock;~~performance;

•
~~making certain that~~granting equity compensation at competitive levels, a significant portion of which is performance-based, with ownership guidelines;

•
avoiding unnecessary and imprudent ~~risks are avoided;~~risks; and

•
minimizing turnover of senior-level Company ~~employees.~~employees, which contributes to the stability and continuity of senior leadership.
        Against that backdrop, the ~~Committee's philosophy~~Company's executive compensation program is designed to:
•
pay competitive levels of salary and total compensation;

•
link executive pay to Company ~~performance;~~performance by making a significant portion of pay variable and not fixed;

•
align the interests of management with the long-term interests of stockholders; and

•
reward long-term results.
To achieve these objectives, the Committee implements a "pay-for-performance" philosophy using the guiding principles that: (i) compensation should be incentive-driven, with ~~both~~ a balanced short-term and long-term focus; (ii) a significant portion of pay for senior officers should be "at risk"; (iii) ~~the most~~a significant portion of annual incentive compensation should be tied to the overall performance of the Company; and (iv) a portion of annual incentive compensation should be tied to individual performance criteria.

        ~~The Committee believes that, due to~~
Table of Contents
Role of the Company's unique position in its industry, there are no one-to-one comparables in the broader market for the purposes of determining appropriate compensation for its named executive officers. However, the Committee considers survey data in its review of executive compensation, as further discussed below in the sections titled "Use of Compensation Survey Data—Executive Compensation" and "Chief Executive Officer Compensation."CEO
        Management, led by the CEO, at least annually makes recommendations to the Committee regarding the establishment and modification of compensation packages for individuals in the Company's senior management. The Committee considers management's recommendations during its regularly scheduled sessions, and may choose to adopt the recommendations or modify them at the Committee's sole discretion. The Committee is responsible for making all decisions regarding executive compensation.
Independent Compensation Consultant; Use of Market Data
        In 2015, the Committee retained Pearl Meyer & Partners ("PM&P") to advise the Committee on the design of the Company's annual plan and to provide a comprehensive analysis of executive compensation survey data and market trends. The Committee regularly reviews the services provided by its outside consultants and believes that PM&P is independent in providing executive compensation consulting services. In making this determination, the Committee noted that during 2015:
•
PM&P did not provide any services to the Company or management other than services requested by or with the approval of the Committee, and its services were limited to executive and director compensation consulting. Specifically, PM&P does not provide, directly or indirectly through affiliates, any non-executive compensation services, including pension consulting or human resource outsourcing;

•
PM&P maintains a conflicts policy, which was provided to the Committee with specific policies and procedures designed to ensure independence;

•
Fees paid to PM&P by the Company during 2015 were less than 1% of PM&P's total revenue;

•
None of the PM&P consultants working on Company matters had any business or personal relationship with Committee members;

•
None of the PM&P consultants working on Company matters (or any consultants at PM&P) had any business or personal relationship with any executive officer of the Company; and

•
None of the PM&P consultants working on Company matters own Company stock.
        The Committee continues to monitor the independence of its compensation consultant on a periodic basis.
        In connection with its engagement by the Committee, during 2015 the Committee consulted with PM&P regarding the Company's annual incentive plan design and administration and also the comprehensive analysis done by PM&P regarding market trends and the executive compensation survey data provided by Equilar, as described below. In 2013, the Committee engaged PM&P to provide the Committee with detailed analysis and recommendations on the structure of the Company's annual incentive plan in terms of design, metrics, and payout opportunities. In 2014 and 2015, the Committee continued to refine the annual incentive plan based on a number of factors, including PM&P's recommendations, market trends in the Company's industry and general economic conditions.
        Since 2010, the Committee has reviewed executive compensation levels annually based on competitive compensation data provided by Equilar, an information services firm with products focusing on analyzing and benchmarking executive and director information. The Committee does not attempt to maintain executive compensation at a pre-defined percentile, but the Committee does use the comparative data in an effort to be better informed in its compensation-related decisions.
        The Committee believes that, due to the Company's ~~named executive officers~~unique position in its industry, there are no directly comparable companies in the broader market for the purpose of determining appropriate compensation for its Named Executive Officers and, ~~other members of senior management serve as at-will employees of the Company without any guaranteed period of employment. However, the Committee~~for this reason, does not use a "peer group" to

Table of Contents
~~believes that severance~~evaluate Named Executive Officer compensation. It does, however, review executive compensation against compensation paid to executives holding similar positions in the companies contained in the peer group established for the Company by Institutional Shareholder Services (ISS), which includes Aegion Corporation, Cubic Corporation, Foster Wheeler AG (recently acquired and ~~change-in-control agreements~~no longer in this ISS peer group), Granite Construction Incorporated, Layne Christensen Company, Pike Corporation, Sterling Construction Company, Inc., Barnes Group Inc., Dycom Industries, Inc., GATX Corporation, Greate Lakes Dredge & Dock Corporation, MYR Group Inc., Primoris Services Corporation, and Wabash National Corporation. The Committee uses Equilar data from companies included in the ISS peer group to provide ~~appropriate assurances~~a general market review of the reasonableness of CEO and CFO total compensation levels, and the Committee uses a combination of the ISS peer group and Equilar survey data from certain other industry companies to ~~attract~~provide a general market review of the reasonableness of total compensation levels for the Senior Vice President—Service, General Counsel and ~~retain qualified~~Chief Accounting Officer; however, the Committee does not use the ISS peer group for any other purpose or otherwise formally benchmark the compensation of the Named Executive Officers.
Chief Executive Officer Compensation
        The Committee meets in executive session to evaluate the Chief Executive Officer's performance and ~~talented individuals to serve~~determines his total compensation. The Committee conducts an assessment of the Chief Executive Officer's performance as well as an assessment of such other factors as the Company's ~~executive officers, permit~~performance, individual tenure, position tenure and succession planning, and sets the ~~Company's executive officers to focus fully~~Chief Executive Officer's salary based on ~~improving~~ the ~~Company's operations and long-term success, and preserve stockholder value by providing continuity~~Committee's assessment of ~~management during a transition period.~~
~~Independent Compensation Consultant~~
        ~~In 2012,~~these factors. Although the Committee ~~retained Pearl Meyer & Partners ("PMP")~~does not attempt to ~~advise~~target the Chief Executive Officer's pay at any specific percentile of similarly situated executive pay, the Committee ~~during its review of~~does use the ~~Company's long-term incentive compensation practices, structure, and award levels. PMP has not~~data provided ~~any services for the Company other than those provided to the Committee, and the Committee determined that engaging PMP to assist the Company with~~by Equilar as context in reviewing ~~its compensation practices did not implicate any conflicts of interest.~~
~~Benchmarking~~
        In connection with its engagement by the Committee, PMP provided the Committee with comparative compensation information for companies it believed to be comparable to the Company and made recommendations on the Company's long-term incentive compensation policies for both its executive officers and senior management. At the Committee's direction, PMP worked with the Company's management to gather necessary data and to develop proposals for presentation to the Committee. PMP primarily provided the Committee with detailed analysis on the structure of the Company's long-term equity incentive plan in terms of design, metrics, and vesting schedules, and compared these features to comparable companies and PMP's understanding of best practices. Representatives of PMP participated in three of the Committee's meetings during 2012 to describe and discuss the results of their analysis. The Committee used the results of PMP's report when setting long-term incentive compensation levels, including performance- and time-based vesting criteria, for the Company's executive officers and senior management for 2012. Additionally, the Committee used salary data compiled by PMP during its review of the Company's long-term equity incentive plan when setting salary levels. The Committee's use of survey data when setting salary levels is described in greater detail in the section titled "Use of Compensation Survey Data—Executive Compensation."
~~Consideration of Stockholder Advisory Vote and Recent Developments~~
        In designing the overall executive compensation plan, the Committee also considers stockholder input. While evaluating the Company's 2013 executive compensation plan, the Committee considered the 2012 stockholder advisory vote on the compensation paid to named executive officers. The Committee considered the outcome of that advisory vote—more than 80% in favor—to indicate that the Company's stockholders generally support the Company's overall ~~approach~~compensation levels and approving recommended compensation actions. Based on compensation data provided by Equilar, the Chief Executive Officer's compensation is below the market median when compared to ~~executive compensation.~~
        ~~As previously described, the Committee retained an independent compensation consultant when designing~~other companies in the Company's 2012 long-term incentive compensation plan. Together with PMP, the Committee conducted an extensive review of the Company's long-term incentive compensation plan and adopted material revisions to its structure. The Committee believes that these changes, which have not yet been considered in an advisory votepeer group established by ~~stockholders, encourage a focus on growing stockholder value and align management's interest with stockholders' interest.~~
        The Company continues to refine its compensation program to better align the program with the Company's compensation objectives and the Committee's compensation philosophy. In 2013, the Committee has retained PMP to assist in a review of the Company's short-term incentive compensation structure. Further, the base salaries paid to named executive officers were not increased for 2013.ISS (described above).

Table of Contents

Elements of Compensation
        The Company's executive compensation program consists of four basic elements:
Compensation Element
Objective Key Characteristics
Base Salary

•
Provide a fixed level of cash compensation for performing day-to-day functions

•
~~Help the Company attract and retain strong executive talent~~

•
Levels are evaluated annually by the Compensation Committee

•
Attract and retain strong executive talent
•
In ~~2012,~~2015, base salaries were established inbased on a number of factors, including consultation with ~~independent compensation consultant~~PM&P and analysis of market trends and economic conditions
Annual Incentive Plan

•
Reward annual financial, operational, and individual performance

•
Award targets are established as a percentage of base salary

•
•
Majority of award is based on objective, pre-established criteria related to the Company's EPS performance against target
Long-Term Incentive Awards

•
Reward long-term Company performance

•
~~Encourage focus on growing stockholder value~~

•
~~Align management's interest with stockholders' interest~~

•
~~Encourage retention of key management employees~~

•
Awards are provided through a mix of stock options, time-vested restricted stock units, and dollar-denominated performance stock units

•
Encourage focus on growing stockholder value
•
Stock options ~~accrue~~only have value ~~only~~ if the price of the Company's ~~common stock~~Common Stock increases

•
Align management's interests with stockholders' interests
•
Dollar-denominated performance stock units are earned based on objective, pre-established performance measures, including total shareholder return relative to certain comparable companies and EPS performance

•
Encourage retention of key management employees, stability, and continuity of leadership
•
Stock options and time-vested restricted stock units are subject to a three-year vesting schedule; dollar-denominated performance stock units cliff vest atfollowing the end of a three-year performance period
Benefits

•
Attract and retain ~~key management employees~~strong executive talent

•
Participation in health, welfare, and retirement benefit plans on the same terms as all employees at the Company's corporate office

•
•
Provide basic financial stability

Table of Contents
        While salaries, together with health and ~~related~~retirement benefits, are designed to provide basic compensation and financial stability to the executives, the purpose of annual ~~cash bonuses~~incentive compensation is primarily to encourage the executives to focus on the execution of the Company's business strategy and plan for the current year. Long-term incentives, ~~including~~granted in the form of equity awards, are designed to align executives' interests with those of stockholders and ~~thereby (i) strengthen their concern for the welfare of the Company over the longer term and (ii)~~also to encourage them to remain with the Company. Unlike annual ~~bonuses,~~incentive compensation, which, as discussed below, tends to focus on ~~short-term~~more current Company and individual performance, ~~the equity awards and~~ long-term incentives focus on sustained results and growing stockholder value.
Relative Size of Major Compensation Elements
        The combination of base salary, annual incentive awards, and long-term incentive awards comprise total direct ~~compensation.~~compensation for the Named Executive Officers. In setting executive officer compensation, the ~~compensation committee~~Compensation Committee considers the aggregate compensation payable to the executive, assuming target performance is achieved, and the form of the compensation. The ~~compensation committee~~Compensation Committee seeks to achieve the appropriate balance between ~~immediate~~current cash ~~rewards~~compensation and incentives for the achievement of both annual and long-term financial and non-financial objectives.

Allocation Among ~~Components~~Compensation Elements
        In ~~2012,~~2015, the portion of the CEO's total compensation (assuming target performance was achieved and based on grant date values at target) that was at risk is illustrated as follows:

        In ~~2012,~~2015, the portion of the total of ~~all other Named Executive Officers'~~Messrs. George's, McKenna's and Mylett's and Ms. Shaeff's total compensation (assuming target performance was achieved and based on grant date values at target) that was at risk is illustrated as ~~follows:~~follows, based on an average of their respective compensation:

Table of Contents
Base Salary
        The Committee determines base salary by considering several factors: (i) the executive's individual experience; (ii) the executive's previous job performance; and (iii) the executive's individual skills. Only after weighing the previous three factors does the Committee consider comparable indicators. The Committee uses management's performance assessments, Company performance, ~~third-party evaluations,~~survey data provided by Equilar, and its own analysis of job performance to set each executive's base salary at least annually. Based on the factors described above, on December 17, 2014, the Committee approved an increase in each Named Executive Officer's base salary as indicated in the table below.

~~Table of Contents~~
Named Executive Officer
2014 Base Salary 2015 Base Salary
Brian E. Lane $ 515,000 $ 585,000
William George $ 370,800 $ 382,000
James Mylett $ 300,000 $ 310,000
Trent T. McKenna $ 293,550 $ 323,000
Julie S. Shaeff $ 247,200 $ 255,000
Annual Incentive ~~Bonus~~Plan
        The ~~Committee has designed an~~Named Executive Officers are eligible to participate in a cash-based annual ~~executive~~ incentive ~~compensation~~ plan ~~that is cash-based~~ and ~~pays for performance.~~receive incentive bonuses based on actual performance against key business and individual objectives. The annual incentive ~~compensation~~plan consists of two distinct elements. In ~~2012,~~2015, the principal element of the plan rewarded the achievement of earnings-per-share ("EPS") ~~target thresholds (the "Objective Bonus"~~and free cash flow ("FCF") targets for Messrs. Lane, George and McKenna and Ms. Shaeff, and a combination of EPS and FCF targets and service growth (sales productivity and retention of service agreements) targets for Mr. Mylett (collectively, the "Corporate Financial Incentive"). In prior years, this element of the plan was based only on EPS performance, but the Committee introduced the FCF element in order to incentivize management's focus on the Company's cash-flow metrics. The Committee believes that EPS remains an important metric for the Company because it encourages a focus on profitability. The Committee chose to include service growth targets for Mr. Mylett to incentivize him to continue to enhance this part of our business for which he is directly responsible. The second smaller element of the plan rewarded the achievement of certain performance metrics individualized for each executive (the ~~"Subjective Bonus"~~"Individual Performance Incentive"). Target incentive opportunities are summarized in the table below:

Target Annual Incentive
Opportunity as a Percent of Base Salary
Named Executive Officer
Corporate
Financial
Incentive Individual
Performance
Incentive Total Target
Opportunity
(Percent of
Base Salary)
Mr. Lane
45 % 10 % 55 %
Mr. George
45 % 10 % 55 %
Mr. Mylett
45 %(1) 10 % 55 %
Mr. McKenna
25 % 10 % 35 %
Ms. Shaeff
25 % 10 % 35 %
(1)
Mr. Mylett's Corporate Financial Incentive for 2015 at target consisted of 22.5% EPS threshold and 22.5% service growth threshold.
~~Objective Standard~~Corporate Financial Performance Incentive Criteria
        ~~The Committee uses certain EPS levels in setting objective short-term bonus targets for the Company's named executives.~~        At the beginning of each fiscal year, the Committee sets a threshold for EPS and FCF, a target for EPS and FCF, and a maximum ~~EPS. In fiscal year 2012,~~for EPS and FCF for the ~~threshold was $0.15,~~purposes of the ~~target was $0.25,~~annual incentive plan, as set forth in the table immediately below. The EPS portion of the Corporate Financial Incentive represents

Table of Contents
70% of the total Corporate Financial Incentive, and the ~~maximum was $0.75.~~FCF portion of the Corporate Financial Incentive represents 30% of the total Corporate Financial Incentive. If both the EPS ~~threshold is~~and FCF thresholds are not met, no ~~objective~~ portion of the ~~bonus~~Corporate Financial Incentive is awarded. ~~This EPS threshold is a minimum target, which means that if~~If only one of the EPS or FCF thresholds is met, then only that portion of the Corporate Financial Incentive is awarded. Likewise, at the beginning of each fiscal year, the Committee sets a threshold ~~is exceeded,~~and a target for service growth. If the ~~assigned percentage~~service growth, EPS and FCF thresholds are not met, Mr. Mylett will not receive any portion of the Corporate Financial Incentive Award. The threshold, target and maximum metrics for each ~~Named Executive Officer increases on a straight-line basis up to~~of the ~~maximum EPS level.~~corporate goals for 2015 bonuses were:

Corporate Financial Performance Incentive Criteria

EPS FCF Sales Productivity Service Agreement
Retention

Threshold Target Max Threshold Target Max Threshold Target Max Threshold Target Max
$ 0.56 $ 0.73 $ 1.27 $ 19.9M $ 26.0M $ 45.2M $ 800,000 $ 809,000 $ 824,000 88 % 89 % 90 %
        The Committee establishes ~~bonus~~short-term incentive levels among the Named Executive Officers by assigning certain base salary percentages to each EPS ~~level. The senior Named Executive Officers (Messrs. George~~ and ~~Lane) are assigned greater~~FCF level, or in the case of Mr. Mylett, by assigning certain base salary percentages ~~than junior Named Executive Officers (Ms. Shaeff~~to each EPS and ~~Mr. McKenna). For fiscal year 2012, the base salary percentages for the senior Named Executive Officers were (as a percentage of base salary): threshold—18%; target—45%;~~FCF level and ~~maximum—135%. For the junior Named Executive Officers, the base salary percentages were: threshold—8%; target—20%; and maximum—60%.~~each service growth level. Once set, the Committee has never previously adjusted the assigned base salary percentages, or the EPS levels, the FCF levels or, in the case of Mr. Mylett, the service growth levels, during the fiscal year; however, the Committee annually reserves the right to adjust these percentages if it believes that an adjustment is in the best interests of the Company. For the purpose of determining incentive compensation, (i) EPS is calculated ~~by excluding~~from the Company's audited financial statements for the year ended December 31, 2015 with the following ~~non-cash items:~~exceptions to GAAP: (A) goodwill impairment; (B) write-off of debt costs; (C) restructuring charges; ~~and~~ (D) any cumulative effect of a change in accounting ~~principles.~~principles; and (E) any other unusual or non-recurring items as determined by the Committee, and (ii) FCF is calculated by excluding certain items related to acquisitions or sales of businesses less customary capital expenditures plus the proceeds from asset sales. For a discussion of how we calculate FCF, see the "Liquidity and Capital Resources" section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
        For fiscal year 2015, the base salary percentages for each corporate financial target level are set forth in the table below. For performance between threshold, target and maximum levels, the amounts that are earned is determined on a straight line basis.

2015 Corporate Financial Performance Incentive Target Levels

EPS Incentive Award Levels
(as a % of Base Salary) FCF Incentive Award Levels
(as a % of Base Salary) Service Growth Award Levels
(as a % of Base Salary)
Named Executive Officer
Base Salary Threshold Target Maximum Threshold Target Maximum Threshold Target Maximum
Mr. Lane $ 585,000 12.6 % 31.5 % 94.5 % 5.4 % 13.5 % 40.5 % — — —
Mr. George $ 382,000 12.6 % 31.5 % 94.5 % 5.4 % 13.5 % 40.5 % — — —
Mr. Mylett $ 310,000 6.3 % 15.75 % 47.25 % 2.7 % 6.75 % 20.25 % 9 % 22.5 % 45 %
Mr. McKenna $ 323,000 7 % 17.5 % 52.5 % 3 % 7.5 % 22.5 % — — —
Ms. Shaeff $ 255,000 7 % 17.5 % 52.5 % 3 % 7.5 % 22.5 % — — —

Table of Contents
        In setting the EPS and FCF target threshold, the Committee reviews management's recommendations and then considers the Company's historical financial performance as well as projections for the industry and other competing companies' historical financial performance and projections. The Committee strives to set EPS and FCF target thresholds that are aggressive but attainable with the intention that the Named Executive Officers will be encouraged to strive for continued ~~improvements~~improvement in Company performance, ultimately benefiting the Company's stockholders, ~~of the Company,~~ and to continue ~~that push~~those efforts even after the EPS and/or FCF target ~~threshold has~~thresholds have been met. The Committee believes that the added value the Company and its stockholders ~~enjoy with each movement~~benefit from the Company's achievement of EPS and/or FCF above the EPS ~~threshold~~or FCF thresholds is sufficient to justify the proportionate ~~bonus~~ increases in amounts paid to the Named Executive Officers. To determine the assigned percentages for each Named Executive Officer, in addition to historical and projected Company financial performance, the Committee considers the degree to which a Named Executive Officer's efforts and job function are expected to influence and contribute to the Company's financial performance. ~~Senior~~After assigning target percentages to each Named Executive ~~Officers~~Officer, the Committee then uses data provided by Equilar to assess the reasonableness of such assigned levels. The Committee did not adjust the assigned percentages for any Named Executive Officer in 2015.
        In setting the service initiative threshold, the Committee reviews management's recommendations and then considers the Company's historical service performance in addition to service performance disclosure of competing companies. When setting targets for sales productivity and service agreement retention, the Committee strives to set aggressive but achievable goals that will align management's incentives with the Company's continued improvement in service performance. To determine the assigned percentages for Mr. Mylett, the Committee considers a number of factors, including historical and projected sales productivity and service agreement retention and the degree to which the Committee believes Mr. Mylett's efforts are ~~considered~~expected to ~~have greater~~ influence and ~~control over Company financial performance, and, therefore, are assigned greater percentages than~~contribute to the ~~junior Named Executive Officers.~~success of the Company's service initiative.
        The Company's EPS and FCF for calculating incentive compensation ~~targets~~achievement levels for ~~2012~~2015 was ~~$0.36, resulting in~~$1.30 and $78.4 million, respectively. The Company's sales productivity level for 2015 was $838,534 and the ~~senior Named Executive Officers receiving 64.8% of base pay under the EPS incentive award, which~~Company's service agreement retention level for 2015 was ~~86.6% of their annual incentive bonus for 2012. For the junior Named Executive Officers, the EPS incentive award represented 28.8% of base pay and 59.0% of their annual incentive bonus for 2012.~~

~~Table of Contents~~
90.5%. The ~~potential and actual~~ amounts ~~awarded to~~earned by each of the Named Executive Officers under the annual incentive plan in ~~2012~~2015 are summarized in the table below.

2015 Corporate Financial Performance Incentive Achievement Levels

EPS Incentive Award Levels
(as a % of Base Salary)

EPS Incentive
Awarded
(as a % of
Base Salary)

Sales Productivity Award Achievement Service Agreement Retention Award Achievement Corporate
Financial
Incentive
Awarded
(as a % of
Base
Salary)

Base
Salary EPS Incentive
Awarded
(in dollars)
EPS Incentive Award Achievement FCF Incentive Award Achievement Corporate
Financial
Incentive
Awarded
(in dollars)
Named Executive Officer
Threshold Target Maximum EPS Incentive
Awarded
(as a % of
Base Salary) Base
Salary (as a % of
Base
Salary) (in dollars) (as a % of
Base
Salary) (in dollars) (as a % of
Base
Salary) (in dollars) (as a % of
Base
Salary) (in dollars)
Mr. Lane
$ 500,000 18 % 45 % 135 % 64.8 % $ 324,000 $ 585,000 94.5 % $ 552,825 40.5 % $ 236,925 — — — — 135 % $ 789,750
Mr. George
$ 360,000 18 % 45 % 135 % 64.8 % $ 233,280 $ 382,000 94.5 % $ 360,990 40.5 % $ 154,710 — — — — 135 % $ 515,700
Mr. Mylett
$ 310,000 47.25 % $ 146,475 20.25 % $ 62,775 22.5 % $ 69,750 22.5 % $ 69,750 112.5 % $ 348,750
Mr. McKenna
$ 323,000 52.5 % $ 169,575 22.5 % $ 72,675 — — — — 75 % $ 242,250
Ms. Shaeff
$ 240,000 8 % 20 % 60 % 28.8 % $ 69,120 $ 255,000 52.5 % $ 133,875 22.5 % $ 57,375 — — — — 75 % $ 191,250
Mr. McKenna
$ 273,750 8 % 20 % 60 % 28.8 % $ 78,840
~~Subjective Standard~~Individual Performance Incentive Guideposts
        In addition to and independent of the ~~objective~~corporate financial performance portion of the annual ~~cash bonus,~~incentive plan, each executive is eligible to receive ~~a bonus~~annual incentive compensation based ~~upon~~on certain individual strategic objectives that relate to the ~~subjective assessment of their~~executive's achievement of ~~personal performance goals and objectives.~~established quantitative strategic goals.
        At the beginning of each fiscal year, each Named Executive Officer, including the CEO, identifies individual performance goals and objectives for the upcoming year. Each ~~NEO's~~ Named Executive Officer's

Table of Contents
individual performance goals are discussed and identified in consultation with the CEO, in the case of Messrs. George, Mylett and McKenna, with the CFO in the case of Ms. Shaeff, and with the Board in the case of Mr. Lane. These goals and objectives vary depending on the roles and responsibilities for each Named Executive Officer. For fiscal year ~~2012,~~2015, specific goals for each Named Executive Officer included:
Executive
Fiscal Year 2015 Individual Performance Goals
Brian E. Lane

•
~~Achieve budgeted operating income and cash flow~~Grow maintenance base
•
~~Achieve budgeted EPS~~Improve succession plan process
•
~~Deliver certain service-targeted initiatives~~
•
~~Retain and implement advice from management consultants~~
•
~~Fill certain strategic positions with qualified candidates~~
•
~~Encourage innovation in identified strategic growth areas~~
•
~~Promote wider utilization of specific skills and capabilities within operating companies~~
•
~~Develop high-level training program for key management personnel~~Improve Company-wide employee safety measure(1)
William George

•
~~Help operations achieve strategy benchmarks~~Increase operating income for EAS
•
~~Direct acquisition program and lead successful integration plans~~Deliver essential elements of ERP strategy
•
~~Lead financial reporting team~~
•
~~Implement certain initiatives targeted to improve treasury function, tax function, human resources function, and information technology function~~
•
~~Achieve certain investor relations-targeted goals~~Improve Company-wide employee safety measure(1)
~~Julie Shaeff~~

James Mylett

•
~~Ensure financial reporting requirements and deadlines are met~~Grow service maintenance base
•
~~Maximize participation in cost-to-complete meetings~~Grow service operating income
•
Improve ~~training and further develop accounting team~~

~~Table of Contents~~

•
~~Promote and improve relationships with key regional and~~
~~operations personnel~~Company-wide employee safety measure(1)
Trent McKenna

•
Improvement of Company-wide cybersecurity initiatives
•
~~Provide and manage improved legal services to operations~~Company-wide contract review initiatives
•
Improve Company-wide employee safety measure(1)
Julie Shaeff
•
Develop Company-wide accounting responsibility matrices
•
Provide ~~better guidance and proactive outreach~~training for ~~the Board of Directors~~OPCO controllers
•
Improve ~~talent development for direct reports~~
•
~~Manage transition in risk management service provider~~Company-wide employee safety measure(1)
(1)
The Company-wide employee safety measure tracks the OSHA Recordable Incident Rate ("ORIR"), which is a nationally recognized metric that tracks all injuries serious enough to require OSHA documentation (i.e., those that result in medical treatment, restricted duty or lost time). In addition to the ORIR performance metric, the Named Executive Officers are required to attend safety training classes on an annual basis. No safety incentive is payable to the Named Executive Officers if there is a work-related fatality of a Company employee during the plan year.
        Each of the Named Executive Officers' individual performance goals is quantifiable and is composed of four levels of attainment: Minimum (25% attainment), Meets (50% attainment), Exceeds (75% attainment) and Significantly Exceeds (100% attainment). The goals are measured on a scale of 0-200% and are weighted to reflect each goal's strategic importance.
        The CEO ~~presents~~and the General Counsel present a summary evaluation of the level of achievement of these goals to the Committee the following year. In addition, each Named Executive Officer receives performance feedback from their respective direct supervisors throughout the year and a formal performance review at the end of each year, at which time the Named Executive Officer and his or her direct supervisor will evaluate the executive's satisfaction of the individual performance goals. The Committee places significant emphasis on these performance summaries in making compensation decisions regarding the subjective portion of the annual cash bonus. Throughout the year, the Committee may also consider any significant individual contributions of the Named Executive Officers and such executive's overall effectiveness.
        In executive session, the Committee reviews and discusses its evaluation of Mr. Lane's performance over the past year and the performance summaries for each other Named Executive ~~Officer (or, in the case of Mr. Lane, reviews the Committee's evaluation of his performance over the past year),~~Officer. The Committee also considers significant individual contributions beyond established goals and ~~such~~each executive's overall effectiveness. In the Committee's sole discretion, based on its ~~subjective valuation~~evaluation of these factors, the Committee then ~~awards a bonus~~grades each executive's attainment of individual performance goals to determine the Named Executive ~~Officer within a set percentage range~~Officer's final Individual Performance Score.

Table of such executive's annual base salary. For Messrs. Lane, and George, the range in 2012 was 0 to 10% of their annual base salary, for Ms. Shaeff and Mr. McKenna, the range in 2012 was 0 to 20% of such executive's annual base salary. Including a subjective portion in the bonus allows the Committee to recognize individual contributions, which the Committee believes provides an incentive to the Named Executive Officers to push themselves and their departments to perform above expectations, while also creating an element of accountability for inadequate performance.Contents

2015 Individual Performance Incentive Determination

Individual
Performance
Incentive
Awarded
(as a % of
Base Salary)

Individual Performance
Incentive Opportunity
(as a % of Base Salary)

Individual
Performance
Incentive
(in dollars)

Base
Salary Individual
Performance
Score
Named Executive Officer
Threshold Target Maximum
Mr. Lane
$ 585,000 1 % 10 % 20 % 155.0 % 15.5 % $ 90,675
Mr. George
$ 382,000 1 % 10 % 20 % 175.9 % 17.6 % $ 67,194
Mr. Mylett
$ 310,000 1 % 10 % 20 % 96.2 % 9.6 % $ 29,822
Mr. McKenna
$ 323,000 1 % 10 % 20 % 168.4 % 16.8 % $ 54,393
Ms. Shaeff
$ 255,000 1 % 10 % 20 % 145.9 % 14.6 % $ 37,205
        The Committee believes that ~~objective~~corporate financial measures such as EPS, when joined together with an additional component to reflect individual achievement, are appropriate measures for determining annual incentive ~~bonuses.~~compensation. This two-part framework provides the executives with incentives to both achieve favorable results and sustain long-term growth for the Company, yet maintains the Committee's flexibility to ~~award~~reward outstanding individual performance.
Long-term Incentives
        In ~~2012,~~2015, long-term incentive ~~awards~~("LTI") grants provided by the Company consisted of (i) stock options, (ii) time-vested restricted stock units ("RSUs"), and (iii) dollar-denominated performance stock units ("PSUs"), which are denominated in dollar amounts but, once earned, are settled ~~with the Company's stock~~in shares of Common Stock based on the ~~closing share price on~~market value of the ~~day~~Company's Common Stock following the end of ~~payment.~~the applicable performance period. The Committee designs the nature and distribution of its ~~long-term incentive~~LTI awards to encourage both performance and retention and to balance the performance compensation between the Company's performance relative to certain comparable companies, the Company's ongoing profitability, and the performance of the Company's Common Stock. The Committee believes that these awards promote a long-term view and further align the executives' interests with those of

Table of Contents
stockholders. The Committee adopted the current structure for LTI awards in 2012 ~~long-term incentive awards~~ based, in part, on input from PMP. Certain awards granted prior to 2012, which were structured differently than the 2012 awards, were eligible to vest during 2012 and are described in greater detail below in the subsection titled "PM&P.
Award Type
Description Alignment with and Key
Benefits to Stockholders
Stock Options
•
30% of total LTI grant value
•
Vest ratably over three years
•
Exercise price equal to the closing price on date of grant
•
No value to the executive unless stock price increases after the date of grant
•
Inherently performance-based
•
Value contingent upon positive stock price performance
•
10-year term encourages a focus on longer-term performance
Restricted Stock Units (RSUs)
•
30% of total LTI grant value
•
Vest ratably over three years
•
Value partially dependent upon stock price performance
•
Enhances retention of executive talent
•
Encourages long-term share ownership
Performance Stock Units (PSUs)
•
40% of total LTI grant value
•
Vest following the end of a three-year performance period contingent upon achievement of certain levels of performance
•
Dollar-denominated awards
•
Settled in shares based upon stock price following the end of the performance period
•
Performance based upon:
•
EPS performance against budget (50%)
•
TSR performance against peers (50%)
•
Performance-contingent
•
Enforces Company performance (EPS) to ensure focus on sustainable year-over-year profitability
•
Enforces performance standards on a relative basis (TSR) to ensure focus on producing stockholder returns in excess of those for our peers
~~Restricted Stock Vested in 2012~~."

Table of Contents
        The Committee believes that ~~long-term incentive~~LTI compensation should be correlated with salary and short-term incentive compensation. As such, the Committee uses a percentage of each Named Executive Officer's base salary to determine the total dollar amount of the award of ~~long-term incentive~~LTI compensation to be granted to that Named Executive Officer. The Committee determines these percentage levels by analyzing each Named Executive Officer's tenure, responsibilities and professional experience and recommendations from PM&P based on market survey data as described above. For ~~2012,~~2015, the following percentage of base salary was used for each Named Executive Officer to determine the awards under the ~~long-term incentive~~LTI compensation plan: for Mr. Lane, 150% of base salary; for Mr. George, 140% of base salary; for Mr. Mylett, 100% of base salary; for Mr. McKenna, 100% of base salary; and for Ms. Shaeff, 75% of base salary. ~~The long-term incentive award~~
        Once each Named Executive Officer's total grant value is ~~then allocated among~~determined, the number of RSUs and stock options and ~~PSUs. In 2012,~~ the ~~award was allocated so that 30%~~value of ~~the long term compensation was in RSUs, 30% was in stock options, and 40% was in PSUs.~~
PSUs is determined. The number of RSUs granted is then determined by dividing the total dollar amount of the RSUs to be granted by the closing price of the Company's stock on the date of grant. The number of stock options to be granted is determined by dividing the total dollar amount of the stock options to be granted by the estimated value of the options on the date of ~~grant. For administering the Company's equity plan and in order to meet Section 16 filing deadlines, the Company approximates the value the options as of the~~ grant ~~date by~~ using a ~~percentage derived from the historic relationship of stock price to the value of a stock option calculated using the~~ Black-Scholes model. For ~~2012,~~2015, that ~~multiple~~estimated value was ~~37%.~~$7.62 per stock option. PSUs are denominated in dollars.
        As illustration, Mr. Lane's ~~2012~~2015 award of ~~long-term incentive~~LTI compensation was calculated as follows:
Total Amount of Award:    150% of base salary of ~~$500,000~~$585,000 equals ~~$750,000.~~$877,500.
RSUs Awarded:    30% of ~~$750,000~~$877,500 equals ~~$225,000~~$263,250 in value of RSUs. ~~$225,000~~$263,250 divided by ~~$11.21~~$19.67 (the closing price of the Company's Common Stock on the date of grant) equals ~~20,071~~13,383 RSUs.
Stock Options Awarded:    30% of ~~$750,000~~$877,500 equals ~~$225,000~~$263,250 in value of stock options. ~~$225,000~~$263,250 divided by ~~$4.1477~~$7.62 (the approximate value of the stock options on the date of grant ~~calculated by multiplying $11.21—the closing price of the Company's common stock—by 37%)~~using a Black-Scholes valuation model) equals ~~54,247. Note that, had the Black-Scholes value been used instead of the calculation described, Mr. Lane would have been granted 55,831~~34,547 stock options.
PSUs Awarded:    40% of ~~$750,000~~$877,500 equals ~~$300,000~~$351,000 in value of PSUs.
        The table below sets forth the ~~long-term incentive~~LTI compensation awards for each of the Company's Named Executive Officers:
Named
Executive
Officer
Base Salary Salary Multiplier
for Calculating
Plan Awards Number of Stock
Options Awarded Number of RSUs
Awarded Dollar Value of
PSUs Awarded
(at target) Value of Awards
under Plan
(at target) Base
Salary Salary Multiplier
for Calculating
Plan Awards Number of
Stock Options
Awarded Number of
RSUs Awarded Dollar Value of
PSUs Awarded
(at target) Value of Awards
under Plan
(at target)
Mr. Lane
$ 500,000 150 % 54,247 20,071 $ 300,000 $ 750,000 $ 585,000 150 % 34,547 13,383 $ 351,000 $ 877,500
Mr. George
$ 360,000 140 % 36,454 13,488 $ 201,600 $ 504,000 $ 382,000 140 % 21,055 8,157 $ 213,920 $ 534,800
Mr. Mylett
$ 310,000 100 % 12,205 4,728 $ 124,000 $ 310,000
Mr. McKenna
$ 323,000 100 % 12,717 4,926 $ 129,200 $ 323,000
Ms. Shaeff
$ 240,000 75 % 13,019 4,817 $ 72,000 $ 180,000 $ 255,000 75 % 7,530 2,917 $ 76,500 $ 191,250
Mr. McKenna
$ 285,000 100 % 20,614 7,627 $ 114,000 $ 285,000
~~Stock Options~~
        The Committee believes that stock options serve a valuable purpose in aligning management's interests with stockholders' interests. All stock option awards vest over time; as such, they serve as a retention device as well as an incentive for Company performance. The Company generally recognizes an income tax deduction when an executive exercises a stock option.
        The Company has never timed grants of options in coordination with the release of non-public information nor has it timed its release of non-public information for the purpose of affecting the value of executive compensation. In August 2006, the Committee adopted policies further clarifying its

~~Table of Contents~~
procedures for pricing stock option grants. These policies codified the Company's past practices and further ensured that stock option grants would continue to be priced on the date of grant. The policies require that all grants are priced as of the closing market price on the date of the Committee's meeting authorizing the grant or the closing market price on the date that the final signed consent authorizing a grant of equity is received in the Company's offices. The Committee considers management recommendations when determining the number of options to be granted to employees. During 2012, the Committee granted options to the Named Executive Officers. The grants were made and priced equal to the closing price of the Company's stock on the day the Committee approved the award. The option awards were granted on a three-year equal vesting schedule and expire ten years from the date of grant.
        ~~As described above, the Named Executive Officers received 30% of their long-term incentive compensation for 2012 in the form of stock options.~~
~~Restricted Stock Units~~
        The RSUs granted in 2012 are scheduled to vest in equal amounts over a three-year vesting schedule, subject to the officer's continued employment, and may not be sold or otherwise transferred until vested. The Company will issue one share of Common Stock for each RSU upon its vesting.
        ~~As described above, the Named Executive Officers received 30% of their long-term incentive compensation for 2012 in the form of RSUs.~~
Performance Stock ~~Units~~Unit Design
        Upon vesting, PSUs will be settled by granting Named Executive Officers shares of the Company's stock, with the number of such shares determined by dividing the dollar denomination of vested PSUs (which may be up to 200% of the original dollar denomination of such PSUs) by the ~~closing price~~market value of the Company's stock onfollowing the ~~date~~end of ~~settlement.~~the applicable performance period. Vesting of the PSUs is

Table of Contents
based on the two metrics set forth in the table below, both of which are measured over a three-year performance period:
Performance Measure
Measurement Percentage of
Performance
Award Subject
to Measure
Earnings Per Share
Company's actual EPS performance relative to budgeted EPS performance 50 %
Relative Total Shareholder Return
�� Company's performance relative to identified peer group* 50 %
*
For purposes of measuring the Company's relative total shareholder return for awards granted in ~~2012,~~2015, the identified group of comparable companies consists of: ~~Aegion Corp; Barnes~~Matrix Service Company; Primoris Services Corporation; Tutor Perini Corporation; Stantec Inc.; Dycom Industries Inc.; MasTec, Inc.; Sterling Construction, Inc.; EMCOR Group Inc.; ~~Dycom Industries; Encore Wire Corporation; GATX~~MYR Group, Inc.; Quanta Services, Inc.; Tetra Tech Inc.; Great Lakes Dredge & Dock Corporation; Granite ~~Construction; Great Lakes Dredge; Greenbrier Companies;~~Construction Incorporated; Layne ~~Christensen; Myr Group~~Christensen Company; and NCI Building Systems Inc.~~; Pike Electric; Primoris Service Corp; Wabash National; MasTec, Inc.;~~ Based on industry analysis and ~~Cubic Corporaiton.~~conversations with financial analysts, the Company believes these companies are the most likely to compete with the Company for investment by institutional investors. This peer group is not used for benchmarking the compensation of the Company's Named Executive Officers.
        EPS:    The EPS measure, which is similar to the measure used for performance stock grants prior to 2012, compares the Company's actual EPS performance against its budgeted EPS performance over a three-year performance period. For each year in the performance period, the Company's actual EPS performance is compared against the budgeted EPS and expressed as a percentage. The EPS percentages for each of the three years in the performance period are then averaged together to determine the final performance measure upon which the payout, if any, will be earned by the Named Executive Officers. The applicable final performance measures and possible stock settlement amounts are described in the chart below.

~~Table of Contents~~        Total Shareholder Return ("TSR"):
    The relative ~~total shareholder return~~TSR measure compares the Company's ~~total shareholder return ("TSR")~~TSR to the ~~total shareholder return~~TSR of an identified peer group and payouts are determined by the Company's rank relative to others in the group. For each year in the three-year performance period, TSR is calculated by determining the difference between the average closing price of a company's ~~common stock~~Common Stock during the first ~~thirty~~30 consecutive days of the fiscal year and the last ~~thirty~~30 consecutive days of the fiscal year. The calculation assumes that dividends are reinvested in additional shares. The Company's TSR is then compared against the TSR for other companies in the group and assigned a percentile ranking. The Company's TSR percentile ranking for each of the three years in the performance period are then averaged together to determine the final percentile ranking upon which the payout, if any, will be earned by the Named Executive Officers. The applicable TSR percentile rankings and possible stock settlement amounts are described in the chart below.
        The following chart shows the range of potential settlement of the PSUs based on the two performance measures. The potential settlements range from 0% to 200% of the target award.

Relative Total Shareholder Return Earnings per Share
Performance Level
Percentage of
Target Earned Performance Measure Percentage of
Target Earned Performance Measure
Maximum
200 % 75^th Percentile or Above 200 % 120% of Target or Higher
Target
100 % 50^th Percentile 100 % 100% of Target
Threshold
50 % 25^th Percentile 25 % 70% of Target
Below Threshold
0 % Below 25^th Percentile 0 % Below 70% of Target
        ~~As described above, the Named Executive Officers received 40% of their long-term incentive compensation for 2012 in the form of PSUs.~~
~~Restricted Stock Vested in 2012~~
        In 2012, restricted stock granted as performance awards in 2009, 2010, and 2011 was eligible to vest. The 2009, 2010, and 2011 awards were granted on a three-year equal vesting schedule, and vest only if the Company meets certain performance requirements prior to each vesting period. Once the Company's performance threshold is met, the awards vest on a sliding scale from 0 to 100% of the portion scheduled to vest of the total award of performance stock based on the Company's achievement of performance thresholds on a straight-line basis. For example, an executive receiving an award of 3,000 shares could have 1,000 shares vest on the first vesting date, fail to have 1,000 shares vest on the second vesting date, but then the Company could improve performance and the executive could have the final 1,000 shares vest based on the Company meeting required performance targets.
        For each of these awards, the Committee had to determine, on the first scheduled vesting date, whether, for the prior 12-month period, the Company had positive earnings from its continuing operations. If the Company had not had positive earnings, each employee recipient would have immediately and irrevocably forfeited his or her performance stock award in its entirety. On each of the scheduled vesting dates, the Committee also compares the Company's 36-month performance including the most recent 12-month period to the Company's average 3-year trailing EPS target as set annually by the Committee in connection with the Company's Incentive Compensation Plan. If the Company has not achieved 60% of the average 3-year trailing target, each employee recipient immediately and irrevocably forfeits his or her performance stock award scheduled to vest on such date. If the Company has achieved between 60% and 80% of the average 3-year trailing target, the performance stock awards vest on a straight-line basis on a sliding scale of 0 to 100% of the portion of the award scheduled to vest.
        The performance stock grants vest in three equal tranches, so for each executive officer one-third of each of their 2009, 2010, and 2011 awards was eligible to vest. The Company's average 3-year trailing target was $0.59, resulting in a 60% to 80% target range of $0.36 to $0.47. For the purpose of

Table of Contents
~~determining incentive compensation,~~PSU Awards Vesting in 2014 and 2015
        PSU awards granted in 2012 with respect to the ~~Company's prior 12-month actual~~2012-2014 performance period were settled in early 2015. The following table shows the EPS ~~was $0.21~~and TSR levels achieved over such awards' three-year performance period and the ~~36-month average EPS was $0.53. As a result, the Company's prior 12-month and 36-month performance was sufficient to exceed the requisite range of the 3-year trailing target and,~~payout factor for ~~each executive officer, 100% of eligible performance stock vested.~~these awards:

2012 2013 2014 3 Year
Average Payout
factor
EPS 144 % 192 % 83 % 140 % 2.00x
TSR 40 % 80 % 43 % 54 % 1.17x
        ~~For further information related~~PSU awards granted in 2013 with respect to the 2013-2015 performance ~~shares that vested for each executive officer~~period were settled in early 2016. The following table shows the EPS and TSR levels achieved over such awards' three-year performance period and the payout factor. The difference in TSR achievement percentages from the PSU awards granted in 2012 ~~see~~for the ~~section titled "Option Exercises~~years 2013 and ~~Stock Vested."~~
        ~~Prior~~2014 are due to ~~2009, dividends were paid on all shares of performance stock prior to vesting. Beginning~~adjustments in ~~2009,~~ the ~~Committee began to require that dividends be accrued but not paid until vested,~~TSR peer group used for the 2012 grants and if the ~~performance stock fails to vest, no dividends will be paid. All~~2013 grants, made prior to 2009, which therefore received dividends prior to vesting, have completed their vesting schedule; going forward dividends will not be paid on the remaining unvested performance stock unless and until it vests.respectively:

2013 2014 2015 3 Year
Average Payout
factor
EPS 192 % 83 % 178 % 151 % 2.00x
TSR 79 % 36 % 93 % 69 % 1.76x
Health and Related Benefits
        The Company's health and related plans include medical, dental, life, disability and accidental death and dismemberment coverage, and eligibility to participate in the Company's 401(k) retirement ~~plan, and accidental death and dismemberment coverage.~~plan. The Company's health and related benefit programs are designed to be competitive with other similarly sized and situated companies. The plans offered to executive officers are offered through broad-based plans applicable to all employees. Within the Company's 401(k) retirement plan, the Company matches an employee's pre-tax contributions to the plan at a rate of 50% of up to 5% of an employee's annual pay or up to the maximum allowed contribution pursuant to ~~401(k) regulations.~~the Code.
Perquisites
        The Company does not provide perquisites to any Named Executive Officers that are not provided to other employees. However, the Named Executive Officers are beneficiaries of increased levels of disability coverage that are only available to senior executives of the Company. The Company pays these increased premiums on behalf of the executives.

Rule of 75
        ~~Beginning in 2008, the Company began issuing equity grants~~The Company's LTI awards are issued subject to the Rule of 75, which provides that if an executive retires from the Company at a time when the sum of his or her age and his or her years of service at the Company is greater than or equal to 75, then upon the executive's retirement, the executive will have been deemed to have satisfied the continuous employment requirement for any equity grant to vest. Pursuant to the Rule of 75, all equity grants will continue to vest only if certain performance measures are satisfied, but the requirement that the executive be employed by the Company at the time of vesting will be deemed to be satisfied. ~~The~~None of the Named Executive Officers had satisfied the Rule of 75 ~~does not apply to equity grants awarded prior to 2008.~~as of December 31, 2015.

~~Change-in-Control~~ Change in Control and Severance Benefits
        The ~~Company has provided each~~Company's Named Executive Officers and other members of senior management serve as at-will employees of the Company without any guaranteed period of employment. However, the Committee believes that a senior ~~executives~~executive severance policy paired with change in control agreements

Table of Contents
provide appropriate assurances to attract and retain qualified and talented individuals to serve as the Company's executive officers, permit the Company's executive officers to focus fully on improving the Company's operations and long-term success, and protect stockholder value by providing continuity of management during a transition period. The severance ~~as well as change-in-control benefits. These~~and change in control benefits are ~~maintained~~intended to be set at levels consistent with competitive practices and help ensure that the Company can attract and retain talented ~~executives as well as~~executives. These benefits also help ensure that senior executives ~~are not deterred from exploring opportunities~~remain focused on maximizing stockholder value in the context of an actual or potential transaction that ~~will~~might result in ~~maximum value for stockholders, including actions that may result in a change in senior executives' positions~~the loss or ~~standing in~~ the ~~Company.~~diminution of their current positions. The Company believes that these benefits are reasonable and ultimately benefit stockholders.
        ~~In 2008, the Committee terminated all executives' employment agreements and implemented~~ The Company previously provided executives with so-called Section 280G gross-ups, but in 2013 decided to not offer this type of benefit on a ~~severance plan. In addition~~go forward basis with respect to ~~providing outplacement assistance of up to $50,000 and reimbursing former executives' insurance premiums for continuing COBRA coverage~~newly hired executive officers. These arrangements are more fully described below under ~~the Company's policies~~

~~Table of Contents~~
for up to twelve months if they do not have insurance coverage available through another employer, the plan provides for the Company's payment of the following lump-sum amount if an executive's employment is terminated by the Company without cause (as defined), and not due to death or disability:
•
Two times the sum of current base salary plus bonus (i.e., the greater of the average bonus paid during the last three years or the current annual incentive bonus) for the Chief Executive Officer or the President;

•
~~One and one-half times such amounts for the Chief Financial Officer, Chief Operating Officer, or an Executive Vice President;~~

•
~~One times such amounts for the Chief Accounting Officer, Chief Legal Officer or General Counsel, and certain specified Senior Vice Presidents; and~~

•
One-half times such amounts for any other employees who have been subject to reporting under Section 16 of the Exchange Act at the Company or otherwise designated by the Committee to participate in the plan, but not at a different participation level.
~~In the case of death or disability, the plan provides for the Company's payment of a one-time lump-sum amount equal to the executive's annual base salary.~~
        As part of the Company's termination of employment agreements, it also entered into change-in-control agreements with certain senior executives. The change-in-control agreements provide for payment to the executive upon a termination resulting in a change-in-control event or upon the executive's separation from the Company for the twelve-month period following a change-in-control event. These agreements provide for the Company's payment of the following lump-sum amount to an executive upon a change-in-control event that results in his or her resignation from the Company:
•
~~Two times the sum of current base salary plus bonus (i.e., the greater of the average bonus paid during the last three years or the current annual incentive bonus) for Messrs. Lane and George; and~~

•
~~One times such amounts for Ms. Shaeff and Mr. McKenna.~~
        ~~Regardless of the reason for termination, the Named Executive Officers are subject to a one-year non-compete agreement. See the~~ "Potential Termination Payments Upon Separation or a Change in Control" ~~section later in this proxy statement for further information.~~.

Use of Tally Sheets
        The Committee routinely uses tally sheets to assist it in analyzing the Named Executive Officers' total compensation. Tally sheets provide the Committee with information about the following components of compensation paid over the preceding three-year period: cash compensation, including salary and annual incentive compensation, and ~~long-term incentive~~LTI compensation. These tally sheets ~~present~~also provide the amounts payable in the event of voluntary or involuntary separation from service, death or disability, or a change in control resulting in termination. The Committee ~~with average annual~~also reviews information regarding LTIs, including stock program statistics on share usage, analysis of current exercise values ~~as well as total lifetime payout values related to cash as well as equity compensation in order to make comparisons as to all executives~~of outstanding option grants, and ~~their respective compensation levels.~~a summary of current and past performance share, RSU award, and PSU award results.

~~Use of Compensation Survey Data—Executive Compensation~~
        Since 2010, annually the Committee reviews executive compensation levels based on competitive compensation data provided by Equilar, an information services firm with products focusing on analyzing and benchmarking executive and director information. In 2012, the Committee also considered compensation data provided by PMP in connection with its review of the Company's long-term equity incentive plan when setting base salary levels of Named Executive Officers. The Committee does not attempt to maintain executive compensation at a pre-defined percentile, but the Committee does use the comparative data in an effort to be better informed in its compensation-related decisions.

~~Table of Contents~~

~~Chief Executive Officer Compensation~~
        The Committee meets in executive session to evaluate the Chief Executive Officer's performance and determines his total compensation. The Committee conducts an assessment of the Chief Executive Officer's performance as well as an assessment of the Company's performance, and sets the Chief Executive Officer's salary based on the Committee's assessment of his relative performance. Although the Committee does not attempt to place the Chief Executive Officer's pay in any specific percentile of similarly situated executive pay, based on compensation data provided by Equilar, other general market survey data, and metrics provided by PMP to the Committee as part of PMP's review of the Company's long-term equity incentive plan, the Committee believes that the Chief Executive Officer's compensation is below the 25^th ~~percentile when compared to other companies in the peer group established by Institutional Shareholder Services.~~

Stock Ownership Guidelines
        ~~In 2007, the Committee voted to substantially increase~~The Company's stock ownership guidelines for executive officers. Previously the Committee had required the ownership of 5,000 or more shares by the third anniversary of an executive's inclusion in the executive group that had stock ownership requirements. Effective March 31, 2008, the policy was amended to require that within three years of being appointed an executive or other key employee, or being promoted to a position requiring increased ownership, an executive is required to beneficially own Common Stock, ~~of the Company,~~ which includes all outstanding vested and unvested options and stock, having a market value or cost basis, whichever is higher, equal to at least the following multiple of his or her base salary (for purposes of calculating this multiple, the actual compensation expense incurred by the Company related to the equity grant is used only if it is greater than the current market value of the equity grant):
Level
Base Salary
Multiple
Chief Executive Officer
5
Chief Operating Officer
3
Chief Financial Officer
3
Senior Vice President—Service
2
Chief Accounting Officer
1
General Counsel
1
As of December 31, ~~2012,~~2015, each of the executive officers was in compliance with the stock ownership guidelines.

Table of Contents

Executive Compensation Recovery Policy
        The Company's executive compensation recovery, or "clawback," policy provides that, to the extent permitted by applicable law, the Board may seek to recoup—or "claw back"—any cash compensation paid to executive officers and certain other officers identified by the Board where the payment was predicated upon the achievement of certain financial results that were satisfied based upon such officer's intentional fraudulent or illegal conduct. The Board ~~shall have~~has the sole discretion in determining whether the officer's conduct has or has not met any particular standard of conduct. The Board may, in its sole discretion after considering the best interests of the Company, determine not to recover such payment. In the event that a restatement of the Company's financial statements is required, the Company will seek to recover any compensation received by the Chief Executive Officer and Chief Financial Officer that is required to be recovered by Section 304 of the Sarbanes-Oxley Act of 2002.

Anti-Hedging/Pledging Policy
~~Table~~        We prohibit our directors and executive officers from hedging their ownership of ~~Contents~~the Company's stock, including trading in options, puts, calls, or other derivative instruments related to Company stock or debt. Directors and executive officers are prohibited from purchasing the Company's stock on margin, borrowing against the Company's stock held in a margin account, or pledging the Company's stock as collateral for a loan.

Risk Considerations in our Compensation Policies
        The Committee regularly reviews our various compensation programs and has concluded that they do not create risks that are reasonably likely to have a material adverse effect on the ~~Company.~~Company or our stockholders. In reaching this conclusion, the Committee considered the following: (i) balanced performance targets; (ii) the Company's "clawback" policy; (iii) the Company's required stock ownership guidelines; (iv) EPS performance metrics that are uniformly applied to all senior executives; ~~and~~ (v) three-year vesting periods for ~~long-term incentive compensation.~~LTI compensation; and (vi) the Company's "anti-hedging/pledging policy.

Impact of Accounting and Tax Treatment on Compensation
        ~~The~~Section 162(m) of the Internal Revenue Code ~~limits the~~disallows a tax deduction for any publicly-held corporation for individual compensation exceeding $1 million in any taxable year for a company's named executive officers, other than its chief financial officer, unless compensation qualifies as performance-based under such section. The Compensation Committee takes into consideration the potential deductibility of the compensation payable under our plans as one of the factors to be considered when establishing the Company's executive compensation program. However, the Compensation Committee believes that its primary responsibility is the Company's success. Accordingly, the Compensation Committee may, in its judgment, authorize compensation payments that do not comply with the exemptions, in whole or in part, under Section 162(m) or that may otherwise be limited as to tax deductibility.
        The Compensation Committee regularly considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. If accounting standards change, the Company may ~~take for~~revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation ~~paid to the Chief Executive Officer~~philosophy and the other four most highly compensated Named Executive Officers. The limit is $1.0 million per executive per year. However, performance-based compensation is excluded from the limitation. The Committee will continually monitor the future incentive compensation programs in relation to the qualified performance-based compensation tax treatment and in light of the flexibility needed to provide a proper framework for the awards. A portion of the incentive compensation awarded in 2012 may not qualify for tax deductibility under Section 162(m). The Committee believes this ability to exercise discretion is in the best interest of the Company and its stockholders.objectives.

Summary of Executive Compensation
        The following table includes information regarding the compensation paid to or earned by the Named Executive ~~Officers'~~Officers during each of 2015, 2014 and 2013. For more information about the

Table of Contents
components of total compensation during the ~~2012~~ fiscal ~~year. For more information about the components of total compensation~~2015 year please refer to the following subsections of the "Compensation Discussion and Analysis" section:
•
"Base Salary" for information about salary;

•
"Annual Incentive ~~Bonus"~~Plan" for information about ~~bonus~~short-term incentives and other non-equity incentives;

•
"Long-term Incentives" for information about stock and option grants; and

•
"Health and Related Benefits" and "Perquisites" for all other compensation.

~~Table of Contents~~

Summary Compensation Table
Name and Principal Position
Year Salary
($)(1) Bonus
($) Stock
Awards
($)(2) Option
Awards
($)(3) Non-Equity
Incentive Plan
Compensation
($)(4) Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($) All Other
($)(5) Total
($) Year Salary
($) Bonus
($)(1) Stock
Awards
($)(2) Option
Awards
($)(3) Non-Equity
Incentive Plan
Compensation
($)(4) All Other
Compensation
($)(5) Total
($)
Brian E. Lane,
2012 $ 500,000 $ 0 $ 524,996 $ 218,615 $ 374,000 $ 0 $ 9,346 $ 1,626,957 2015 $ 585,000 $ 0 $ 614,244 $ 218,683 $ 880,425 $ 10,156 $ 2,308,508
President and Chief
2011 $ 375,000 $ 0 $ 351,563 $ 106,455 $ 37,500 $ 0 $ 118,248 $ 988,766 2014 $ 515,000 $ 0 $ 540,753 $ 248,733 $ 161,725 $ 9,729 $ 1,475,940
Executive Officer
2010 $ 302,833 $ 0 $ 285,932 $ 88,162 $ 103,662 $ 0 $ 37,634 $ 818,223 2013 $ 500,000 $ 0 $ 525,003 $ 225,049 $ 546,150 $ 9,346 $ 1,805,548
William George,

2012
$
360,000
$
0
$
352,800
$
146,910
$
269,280
$
0
$
7,605
$
1,136,595 2015 $ 382,000 $ 0 $ 374,368 $ 133,278 $ 582,894 $ 8,234 $ 1,480,774
Executive Vice President
2011 $ 340,000 $ 0 $ 318,747 $ 96,521 $ 34,000 $ 0 $ 7,508 $ 796,776 2014 $ 370,800 $ 0 $ 363,382 $ 167,145 $ 151,557 $ 7,882 $ 1,060,766
and Chief Financial Officer
2010 $ 305,000 $ 0 $ 394,732 $ 88,162 $ 104,404 $ 0 $ 7,526 $ 899,824 2013 $ 360,000 $ 0 $ 352,799 $ 151,233 $ 411,480 $ 7,604 $ 1,283,116
James Mylett,
2015 $ 310,000 $ 0 $ 217,000 $ 77,258 $ 378,572 $ 7,787 $ 990,617
Senior Vice President—
2014 $ 300,000 $ 200,000 $ 210,004 $ 96,595 $ 0 $ 7,730 $ 814,329
Service
2013 $ 72,412 $ 200,000 $ 0 $ 0 $ 0 $ 1,406 $ 273,818
Trent T. McKenna,
2015 $ 323,000 $ 0 $ 226,094 $ 80,499 $ 296,643 $ 7,621 $ 933,857
Senior Vice President,
2014 $ 293,550 $ 0 $ 205,486 $ 94,517 $ 72,006 $ 7,585 $ 673,144
General Counsel, and Secretary
2013 $ 285,000 $ 0 $ 199,502 $ 85,519 $ 184,110 $ 7,306 $ 761,437
Julie S. Shaeff,

2012
$
240,000
$
0
$
125,999
$
52,467
$
117,120
$
0
$
7,293
$
542,879 2015 $ 255,000 $ 0 $ 133,877 $ 47,665 $ 228,455 $ 7,839 $ 672,836
Senior Vice President and
2011 $ 215,000 $ 0 $ 120,933 $ 36,621 $ 43,000 $ 0 $ 7,157 $ 422,711 2014 $ 247,200 $ 0 $ 129,781 $ 59,698 $ 60,637 $ 7,604 $ 504,920
Chief Accounting Officer
2010 $ 202,000 $ 0 $ 113,623 $ 35,031 $ 56,715 $ 0 $ 6,526 $ 413,895 2013 $ 240,000 $ 0 $ 125,999 $ 54,010 $ 152,784 $ 7,293 $ 580,086
Trent T. McKenna,

2012
$
273,750
$
0
$
199,499
$
83,074
$
133,590
$
0
$
7,192
$
697,105
Vice President, General
2011 $ 215,000 $ 0 $ 120,933 $ 36,621 $ 43,000 $ 0 $ 6,928 $ 422,482
Counsel, and Secretary
2010 $ 202,000 $ 0 $ 113,623 $ 35,031 $ 56,715 $ 0 $ 5,944 $ 413,313
(1)
Represents guaranteed bonus payments payable pursuant to Mr. ~~Lane's 2010 salary reflects a blended salary:~~Mylett's offer of employment with the Company for each of 2013, 2014, and 2015, to the extent that his ~~salary~~annual incentive plan award in such year was increased from $273,000 to $305,000 on April 1, 2010, and to $375,000 on December 1, 2010. Mr. McKenna's 2012 salary reflects a blended salary; his salary was increased from $240,000 to $285,000 on April 1, 2012.less than $200,000.

(2)
This column does not reflect amounts the Named Executive Officers received or are entitled to receive during each of the years listed above. Rather, as required by applicable SEC rules, this column reflectsReflects the aggregate grant date fair value of ~~the performance awards~~PSUs and ~~restricted stock units~~RSUs (based on the probable outcome per accounting guidelines of the performance conditions as of the date of grant) granted to ~~our~~the Named Executive Officers in the applicable ~~year.~~year, excluding the effect of estimated forfeitures. The aggregate grant date fair value of the equity awards was computed in accordance with FASB ASC Topic 718. See Note 14 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the ~~2012~~2015 fiscal year for a discussion of the relevant assumptions used in calculating the value of these awards. For these purposes, the fair value of the performance awards is computed based on performance at the target level.

The ~~reported amounts for 2012 in~~aggregate grant date fair value will likely vary from the ~~"Stock Awards" column reflect long-term incentive awards, consisting~~actual amount the Named Executive Officer receives based on a number of ~~RSUs~~factors, including stock price fluctuations and ~~PSUs.~~ variances from valuation assumptions.

The PSUs are denominated in ~~dollars. The payouts, if any,~~dollars and, to the extent earned, ~~by a Named Executive Officer~~ will be ~~paid out~~settled in ~~stock~~the Company's Common Stock based on the market value of the Company's Common Stock onfollowing the ~~vesting date.~~applicable performance period. PSUs vest if, and to the degree that, the Company meets certain objective, pre-established performance measures ~~including~~relating to total shareholder return compared to certain comparable companies and EPS performance. The ~~maximum~~aggregate grant date fair value of the PSUs granted ~~to the Named Executive Officers~~ during ~~2012,~~2015, assuming achievement of the highest level of performance, was ~~$600,000~~$702,000 for Mr. Lane, ~~$403,200~~$427,840 for Mr. George, ~~$144,000~~$248,000 for Mr. Mylett, $258,400 for Mr. McKenna, and $153,000 for Ms. ~~Shaeff, and $228,000 for Mr. McKenna.~~Shaeff.

The RSUs are scheduled to vest in equal amounts over ~~a three-year vesting schedule,~~three years, subject to the Named Executive Officer's continued employment with the ~~Company. The RSUs~~Company and are subject to forfeiture in certain circumstances.

For more information on the RSUs and PSUs granted to Named Executive Officers during ~~2012,~~2015, see theGrants of Plan-Based Awards table and ~~related narrative and~~ footnotes.

(3)
This column does not reflect amounts the Named Executive Officers received or are entitled to receive during each of the years listed above. Rather, as required by applicable SEC rules, this column reflectsReflects the aggregate grant date fair value of the stock options granted to the Named Executive Officers in the applicable year and was computed in accordance with FASB ASC Topic ~~718. The Option Exercises and Stock Vested table on page 27 provides information about~~718, excluding the ~~options exercised by Named Executive Officers during 2012.~~effect of estimated forfeitures. See Note 14 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the ~~2012~~2015 fiscal year for a discussion of the relevant assumptions made in valuing these awards. The aggregate grant date fair value will likely vary from the actual amount the Named Executive Officer receives based on a number of factors, including stock price fluctuations, timing of sale, and variances from valuation assumptions.

For more information on the stock options granted to Named Executive Officers during ~~2012,~~2015, see theGrants of Plan-Based Awards table and related ~~narrative and~~ footnotes.
~~(4)~~
Reflects incentive compensation based upon certain performance criteria being met. In 2012, Messrs. Lane and George each received annual incentive compensation consisting of 72% of 90% of their respective annual base salaries as well as 100% of 10% of their respective annual base salaries. Ms. Shaeff and Mr. McKenna each received annual incentive

Table of Contents
(4)
Reflects annual incentive plan awards earned based upon the satisfaction of specified performance criteria. For more information on the incentive compensation ~~consisting~~paid to Named Executive Officers for 2015, see the section of ~~72% of 40% of their respective annual base salaries as well as 100% of 20% of their respective annual base salaries.~~
the CD&A titled "Annual Incentive Plan."

(5)
~~The figures set out as "All Other" Compensation for 2012 are comprised of~~Reflects the ~~following:~~following amounts:

401(k)
Match Executive
Disability &
Group
Term Life Fitness(1) 401(k)
Match Executive
Disability &
Group
Term Life Fitness(1)
Brian E. Lane
$ 6,125 $ 2,981 $ 240 $ 6,500 $ 3,416 $ 240
William George
$ 6,125 $ 1,240 $ 240 $ 6,500 $ 1,494 $ 240
James Mylett
$ 6,500 $ 1,287 $ 0
Trent T. McKenna
$ 6,500 $ 881 $ 240
Julie S. Shaeff
$ 6,125 $ 928 $ 240 $ 6,500 $ 1099 $ 240
Trent T. McKenna
$ 6,125 $ 827 $ 240
(1)
~~Reimbursement~~Reflects reimbursement of health-club dues pursuant to a wellness plan available to all employees in the Company's corporate headquarters.

Grants of Plan-Based Awards
        The following table provides information concerning awards under the Company's ~~administration of its~~ annual incentive plan and equity incentive plan during ~~2012.~~2015. For further information related to grants of plan-based awards, see the section of the CD&A titled ~~"Long-Term Incentives"~~"Annual Incentive Plan" and the section of the CD&A titled ~~"Annual Incentive Bonus."~~"Long-term Incentives".

All other
stock
awards:
Number
of
shares of
stock or
units
(#)(4)

All other
option
awards:
Number of
securities
underlying
options
(#)
Grant
date
fair value
of
stock and
option
awards
($)(5)

All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(4) All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)

Estimated possible payouts
under non-equity incentive
plan awards(2) Estimated future payouts
under equity incentive
plan awards(3) Exercise
or
base price
of option
awards
($/Sh)

Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards(2) Estimated Future Payouts
Under Equity Incentive
Plan Awards(3) Exercise
or Base
Price of
Option
Awards
($/Sh) Grant Date
Fair Value
of Stock
and
Option
Awards
($)(5)

Date of
Compensation
Committee
or Board
Action Grant
date
fair value
of
stock and
option
awards
($)(5)
Date of
Compensation
Committee
or Board
Action All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
Name
Grant
date(1) Threshold
($) Target
($) Maximum
($) Threshold
($) Target
($) Maximum
($) Grant
Date(1) Threshold
($) Target
($) Maximum
($) Threshold
($) Target
($) Maximum
($)
Brian E. Lane
1/1/12 12/15/11 $ 50,000 $ 275,000 $ 725,000 — — — — — — — 1/1/15 12/17/14 $ 111,150 $ 321,750 $ 906,750 — — — — — — —
3/26/12 3/26/12 — — — $ 37,500 $ 300,000 $ 600,000 — — — $ 300,000 3/25/15 3/25/15 — — — $ 43,875 $ 351,000 $ 702,000 — — — $ 351,000
3/26/12 3/26/12 — — — — — — 20,071 — — $ 224,996 3/25/15 3/25/15 — — — — — — 13,383 — — $ 263,244
3/26/12 3/26/12 — — — — — — — 54,247 $ 11.21 $ 218,615 3/25/15 3/25/15 — — — — — — — 34,547 $ 19.67 $ 218,683
William George

1/1/12
12/15/11
$
36,000
$
198,000
$
522,000
—
—
—
—
—
—
— 1/1/15 12/17/14 $ 72,580 $ 210,100 $ 592,100 — — — — — — —
3/26/12 3/26/12 — — — $ 25,200 $ 201,600 $ 403,200 — — — $ 201,600 3/25/15 3/25/15 — — — $ 26,740 $ 213,920 $ 427,840 — — — $ 213,920
3/26/12 3/26/12 — — — — — — 13,488 — — $ 151,200 3/25/15 3/25/15 — — — — — — 8,157 — — $ 160,448
3/26/12 3/26/12 — — — — — — — 36,454 $ 11.21 $ 146,910 3/25/15 3/25/15 — — — — — — — 21,055 $ 19.67 $ 133,278
Julie S. Shaeff

1/1/12
12/15/11
$
48,000
$
96,000
$
192,000
—
—
—
—
—
—
—
James Mylett
1/1/15 12/17/14 $ 58,900 $ 170,500 $ 410,750 — — — — — — —
3/26/12 3/26/12 — — — $ 9,000 $ 72,000 $ 144,000 — — — $ 72,000 3/25/15 3/25/15 — — — $ 15,500 $ 124,000 $ 248,000 — — — $ 124,000
3/26/12 3/26/12 — — — — — — 4,817 — — $ 53,999 3/25/15 3/25/15 — — — — — — 4,728 — — $ 93,000
3/26/12 3/26/12 — — — — — — — 13,019 $ 11.21 $ 52,467 3/25/15 3/25/15 — — — — — — — 12,205 $ 19.67 $ 77,258
Trent T. McKenna

1/1/12
12/15/11
$
54,750
$
109,500
$
219,000
—
—
—
—
—
—
— 1/1/15 12/17/14 $ 35,530 $ 113,050 $ 306,850 — — — — — — —
3/26/12 3/26/12 — — — $ 14,250 $ 114,000 $ 228,000 — — — $ 114,000 3/25/15 3/25/15 — — — $ 16,150 $ 129,200 $ 258,400 — — — $ 129,200
3/26/12 3/26/12 — — — — — — 7,627 — — $ 85,499 3/25/15 3/25/15 — — — — — — 4,926 — — $ 96,894
3/26/12 3/26/12 — — — — — — — 20,614 $ 11.21 $ 83,074 3/25/15 3/25/15 — — — — — — — 12,717 $ 19.67 $ 80,499
Julie S. Shaeff
1/1/15 12/17/14 $ 28,050 $ 89,250 $ 242,250 — — — — — — —
3/25/15 3/25/15 — — — $ 9,563 $ 76,500 $ 153,000 — — — $ 76,500
3/25/15 3/25/15 — — — — — — 2,917 — — $ 57,377
3/25/15 3/25/15 — — — — — — — 7,530 $ 19.67 $ 47,665
(1)
For purposes of this column, the grant date for the non-equity incentive plan awards is the date the performance period began.

(2)
~~The~~Reflects amounts ~~shown reflect the 2012~~payable under 2015 annual incentive plan ~~awards. In December 2011, our Compensation Committee established target short-term bonus~~ awards ~~expressed as a percentage of each executive's 2012 base salary. These awards are~~ based on individual and Company performance targets for ~~2012,~~2015, which are described in greater detail in the subsection of the CD&A titled "Annual Incentive ~~Bonus.~~Plan." For purposes of this ~~chart,~~table, it is assumed that each executive realizes ~~100%~~10% of the ~~Subjective Bonus regardless of Objective Bonus realization.~~Individual Performance Incentive at threshold, 100% at target, and 200% at maximum.

(3)
~~These columns represent~~Reflects amounts payable under PSUs based on the ~~long-term award opportunities under the PSU component~~satisfaction of ~~the Company's long-term incentive awards.~~Company performance targets granted as part of each Named Executive Officer's LTI award. The threshold amount is calculated based on the minimum amount that a recipient could earn if eligible for any portion of the PSUs to be paid and settled. For additional information about the Company's ~~long-term incentive~~LTI awards, see footnote 2 of the Summary Compensation Table and the subsection of the CD&A titled "Long-term Incentives."

(4)
~~This column shows the restricted stock unit component~~Reflects RSUs granted as part of ~~the Company's long-term incentive~~each Named Executive Officer's LTI awards.

(5)
Reflects the grant date fair value of awards, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For the PSUs, the value is the value at the grant date based on the probable outcome of the performance conditions. For a discussion of valuation assumptions, see Note 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2012. For these purposes, the fair value of the performance awards is computed based on performance at the target level.~~2015.

Table of Contents

Outstanding Equity Awards at Fiscal Year-End
        The following table provides information concerning unexercised stock options, unvested restricted stock units and unvested dollar-denominated performance restricted stock units held at December 31, ~~2012.~~2015.

Option Awards Stock Awards Option Awards

Name
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)(1) Option
Exercise
Price
($) Option
Expiration
Date Number of
Shares or
Units of
Stock that
Have Not
Vested
(#)(2) Market
Value of
Shares or
Units of
Stock that
Have Not
Vested
($) Equity
Incentive
Plan
Awards;
Number of
Unearned
Shares,
Units or
Other
Rights
that Have
Not Vested
(#)(3) Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
that Have
Not Vested
($)(4) Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)(1) Option
Exercise
Price
($) Option
Expiration
Date Number of
Shares or
Units of
Stock that
Have Not
Vested
(#)(2) Market
Value of
Shares or
Units of
Stock that
Have Not
Vested
($)(3) Number of
Unearned
Shares,
Units or
Other Rights
that
Have Not
Vested
(#)(4) Market or
Payout Value of
Unearned
Shares, Units
or Other
Rights that
Have Not
Vested($)(5)
Brian E. Lane
10,000 $ 6.38 5/18/2015 11,369 $ 13.15 3/26/2018
19,389 $ 11.00 3/26/2019
19,124 $ 12.46 3/25/2020
21,122 $ 13.87 3/24/2021
12,039 $ 11.94 3/28/2017 54,247 $ 11.21 3/26/2022
11,369 $ 13.15 3/26/2018 29,648 14,828 $ 13.86 3/20/2023
19,389 $ 11.00 3/26/2019 13,286 26,575 $ 16.15 3/19/2024
12,748 6,376 $ 12.46 3/25/2020 34,547 $ 19.67 3/25/2025
7,041 14,081 $ 13.87 3/24/2021 28,362 $ 806,048
52,247 $ 11.21 3/26/2022 19,855 $ 564,286
20,071 $ 244,063 21,745 $ 618,000
48,402 $ 588,568 24,700 $ 702,000
William George

30,000
$
6.38
5/18/2015 18,120 $ 13.15 3/26/2018
19,302 $ 11.94 3/28/2017 19,124 $ 12.46 3/25/2020
18,120 $ 13.15 3/26/2018 19,151 $ 13.87 3/24/2021
21,661 $ 11.00 3/26/2019 36,454 $ 11.21 3/26/2022
12,748 6,376 $ 12.46 3/25/2020 19,923 9,965 $ 13.86 3/20/2023
6,384 12,767 $ 13.87 3/24/2021 8,928 17,858 $ 16.15 3/19/2024
36,454 $ 11.21 3/26/2022 21,055 $ 19.67 3/25/2025
16,821 $ 204,543 18,223 $ 517,898
46,945 $ 570,851 13,342 $ 379,200
Julie S. Shaeff

7,655
$
11.94
3/28/2017
7,201 $ 13.15 3/26/2018 14,612 $ 415,296
8,608 $ 11.00 3/26/2019 15,054 $ 427,840
5,065 2,534 $ 12.46 3/25/2020
James Mylett
5,159 10,321 $ 16.15 3/19/2024
2,422 4,844 $ 13.87 3/24/2021 12,205 $ 19.67 3/25/2025
13,019 $ 11.21 3/26/2022 8,444 $ 239,979
4,817 $ 58,575 8,444 $ 240,000
18,241 $ 221,811 8,726 $ 248,000
Trent T. McKenna

5,000
$
6.64
8/24/2014 6,488 $ 13.15 3/26/2018
20,000 $ 6.38 5/18/2015 7,266 $ 13.87 3/24/2021
6,870 $ 11.94 3/28/2017 20,614 $ 11.21 3/26/2022
6,488 $ 13.15 3/26/2018 11,266 5,635 $ 13.86 3/20/2023
7,756 $ 11.00 3/26/2019 5,048 10,099 $ 16.15 3/19/2024
5,065 2,534 $ 12.46 3/25/2020 12,717 $ 19.67 3/25/2025
2,422 4,844 $ 13.87 3/24/2021 10,619 $ 301,792
20,614 $ 11.21 3/26/2022 7,544 $ 135,429
7,627 $ 92,744 8,263 $ 234,840
17,900 $ 217,664 9,092 $ 258,400
Julie S. Shaeff
4,155 $ 11.94 3/28/2017
7,201 $ 13.15 3/26/2018
8,608 $ 11.00 3/26/2019
7,599 $ 12.46 3/25/2020
7,266 $ 13.87 3/24/2021
3,019 $ 11.21 3/26/2022
7,115 3,559 $ 13.86 3/20/2023
3,189 6,378 $ 16.15 3/19/2024
7,530 $ 19.67 3/25/2015
6,512 $ 185,071
4,765 $ 135,429
5,218 $ 148,320
5,383 $ 153,000
(1)
Mr. Lane's ~~6,376~~14,828 unexercisable options are scheduled to vest on April ~~1, 2013;~~1st of 2016; Mr. Lane's ~~14,081~~26,575 unexercisable options are scheduled to vest in equal amounts on April 1^st1st of ~~2013 2014;~~2016 and 2017; Mr. Lane's ~~52,247~~34,547 unexercisable options are scheduled to vest in equal amounts on April 1^st1st of ~~2013, 2014,~~2016, 2017, and ~~2015.~~ 2018.

Table of Contents

Mr. George's ~~6,376~~9,965 unexercisable options are scheduled to vest on April ~~1, 2013;~~1st of 2016; Mr. George's ~~12,767~~17,858 unexercisable options are scheduled to vest in equal amounts on April 1^st1st of ~~2013~~2016 and ~~2014;~~2017; Mr. George's ~~36,454 unexercisable options are scheduled to vest in~~

~~Table of Contents~~
~~equal amounts on April 1~~^st ~~of 2013, 2014, and 2015. Ms. Shaeff's 2,534 unexercisable options are scheduled to vest on April 1, 2013; Ms. Shaeff's 4,844~~21,055 unexercisable options are scheduled to vest in equal amounts on April 1^st1st of ~~2013~~2016, 2017, and ~~2014; Ms. Shaeff's 13,019~~2018.

Mr. Mylett's 10,321 unexercisable options are scheduled to vest in equal amounts on April 1^st1st of ~~2013, 2014,~~2016 and ~~2015.~~2017; Mr. ~~McKenna's 2,534 unexercisable options are scheduled to vest on April 1, 2013; Mr. McKenna's 4,844~~Mylett's 12,205 unexercisable options are scheduled to vest in equal amounts on April 1^st1st of ~~2013~~2016, 2017, and ~~2014;~~ 2018.

Mr. McKenna's ~~20,614~~5,635 unexercisable options are scheduled to vest on April 1st of 2016; Mr. McKenna's 10,099 unexercisable options are scheduled to vest in equal amounts on April 1^st1st of ~~2013, 2014,~~2016 and ~~2015.~~
2017; Mr. McKenna's 12,717 unexercisable options are scheduled to vest in equal amounts on April 1st of 2016, 2017, and 2018.

Ms. Shaeff's 3,559 unexercisable options are scheduled to vest on April 1st of 2016; Ms. Shaeff's 6,378 unexercisable options are scheduled to vest in equal amounts on April 1st of 2016 and 2017; Ms. Shaeff's 7,530 unexercisable options are scheduled to vest in equal amounts on April 1st of 2016, 2017, and 2018.

(2)
Mr. Lane's 28,362 unvested RSUs consist of 14,656 RSUs scheduled to vest on April 1st of 2016, 9,244 RSUs scheduled to vest on April 1st of 2017, and 4,462 RSUs scheduled to vest on April 1st of 2018.

Mr. George's 18,223 unvested RSUs consist of 9,570 RSUs scheduled to vest on April 1st of 2016, 5,933 RSUs scheduled to vest on April 1st of 2017, and 2,720 RSUs scheduled to vest on April 1st of 2018.

Mr. Mylett's 8,444 unvested RSUs consist of 3,434 RSUs scheduled to vest on April 1st of 2016, 3,434 RSUs scheduled to vest on April 1st of 2017, and 1,576 RSUs scheduled to vest on April 1st of 2018.

Mr. McKenna's 10,619 unvested RSUs consist of 5,517 RSUs scheduled to vest on April 1st of 2016, 3,460 RSUs scheduled to vest on April 1st of 2017, and 1,642 RSUs scheduled to vest on April 1st of 2018.

Ms. Shaeff's 6,512 unvested RSUs consist of 3,419 RSUs scheduled to vest on April 1st of 2016, 2,120 RSUs scheduled to vest on April 1st of 2017, and 973 RSUs scheduled to vest on April 1st of 2018.

The ~~market~~number of units in the second row of this column relates to the PSU awards for the 2013-2015 performance period. The 3-year average performance payout factor for the EPS component of these awards was 2.00x, subject to Compensation Committee certification in early 2016. The 3-year average performance payout factor for the TSR component of these awards was 1.762x, subject to Compensation Committee certification in early 2016. The number of units has been determined by dividing the cash value of ~~these shares is~~the awards earned based on actual performance by $28.42, the ~~$12.16~~closing price of a share ~~price~~ of the Company's ~~common stock as of~~Common Stock on December 31, ~~2012. Includes time-vested restricted stock units granted in 2012 under the Company's long-term incentive award plan. Mr. George's~~2015. The actual number ~~includes 3,333 restricted~~of shares that ~~remain unvested from a 2010 grant that was granted on a three-year vesting schedule and is not subject to performance requirements.~~will be delivered in respect of these awards may be different.

(3)
The market value is based on the closing price of a share of the Company's Common Stock as of December 31, 2015 ($28.42) for unvested RSUs, and is based on the actual amount earned under the PSU awards for the 2013-2015 performance ~~restricted stock grants~~period, given that these awards are cash-denominated awards.

(4)
The number of shares in this column relates to outstanding PSU awards for the 2014-2016 and 2015-2017 performance periods. The number of shares underlying PSU awards is determined by calculating the market value of shares of Common Stock underlying such PSUs awards assuming maximum performance is achieved, as described in more detail in footnote 4 below, divided by the closing share price of a share of Common Stock on December 31, 2015 ($28.42). The actual number of shares that will be delivered in respect of outstanding PSU awards will depend on the performance achieved for the relevant performance periods and the market value of shares of Common Stock.

(5)
PSU awards are denominated in dollar amounts and are settled by delivery of shares of Common Stock following the end of the applicable performance period. PSU awards are subject to both time-based and performance-based vesting; and vest only to the extent that the relevant performance metrics are achieved during the applicable performance period. Thus, at any time prior to the end of the applicable performance period, the exact number of shares of Common Stock underlying unvested PSU awards is not readily identifiable. Instead, the Company has included the dollar value that a Named Executive Officer would have earned under outstanding PSU awards for each of the ~~Named Executive Officers are subject to vest only if the Company achieves certain one-year~~2014-2016 and 2015-2017 performance ~~measures as well as a three-year trailing average~~periods assuming achievement of maximum performance measure. These performance restricted stock grants are more fully described in the subsection titled "Performance Shares Vested in 2012" in the "Long-term Incentives" section of the Compensation Discussion and Analysis. These performance restricted stock grants were issued subject to the Rule of 75. For further information related to grants of plan-based awards subject to the Rule of 75, see the section titled "Rule of 75."

~~(4)~~
~~The market value of these performance shares is based on the $12.16 share price of the Company's common stock~~ as of December 31, ~~2012.~~2015.

Table of Contents

Option Exercises and Stock Vested
        The following table provides information on option exercises and stock vested in ~~2012~~2015 related to the Named Executive Officers and the resulting value realized.

Option Awards Stock Awards Option Awards RSU Awards PSU Awards
Name
Number of Shares
Acquired
on Exercise (#) Value Realized
on Exercise
($)(1) Number of Shares
Acquired
on Vesting (#) Value Realized
on Vesting
($)(2) Number of
Shares
Acquired on
Exercise (#) Value Realized
on Exercise
($)(1) Number of
Shares
Acquired
on
Vesting
(#) Value
Realized on
Vesting
($)(2) Number of
Shares
Acquired on
Vesting (#) Value Realized
on Vesting
($)(3)
Brian E. Lane
3,750 $ 20,895 22,446 $ 251,634 22,039 $ 335,754 16,886 $ 355,281 22,609 $ 475,693
William George
0 $ 0 26,895 $ 291,463 48,964 $ 796,636 11,347 $ 238,741 15,193 $ 319,661
James Mylett
0 $ 0 1,857 $ 39,071 0 $ 0
Trent T. McKenna
22,225 $ 237,368 6,416 $ 134,993 8,591 $ 179,240
Julie S. Shaeff
20,000 $ 99,249 9,388 $ 99,591 13,500 $ 154,990 4,052 $ 85,254 5,426 $ 114,163
Trent T. McKenna
0 $ 0 9,047 $ 95,833
(1)
The value realized on the exercise of stock options is the difference between the ~~market~~closing price of the ~~Company~~Company's Common Stock aton the ~~time~~date of exercise and the exercise price of the option.

(2)
The value realized on the vesting of ~~stock~~RSU awards is the ~~closing market~~average of the high and low stock price of the Company's Common Stock aton the ~~time~~vesting date.

(3)
Represents PSUs that were earned with respect to the 2012-2014 performance period and that were settled in early 2015. The value realized on the vesting of ~~vesting.~~PSU awards is calculated based on the market value of the Company's Common Stock following the end of the performance period.
Pension Benefits
        We currently have no defined benefit pension plans.
Nonqualified Deferred Compensation
        We currently have no defined contribution plans which provide for the deferral of compensation on a basis that is not tax qualified.

~~Table of Contents~~

Potential Termination Payments Upon Separation or a Change in Control
        Prior to March 26, 2008, the Company had included ~~change-in-control~~change in control and severance arrangements in the employment agreements with Messrs. Lane, and George, as well as Ms. Shaeff and Mr. McKenna. On March 26, 2008, the Compensation Committee concluded its plan to ~~rationalize~~terminate all executive employment arrangements by requesting that all Named Executive Officers relinquish their rights pursuant to their employment agreements. As consideration, the Committee enacted ~~a Senior~~an Executive Severance Policy and entered into a ~~change-in-control~~change in control agreement with each executive.
        Under the Executive Severance Policy, in addition to providing outplacement assistance of up to $50,000 and reimbursing former executives' insurance premiums for continuing COBRA coverage under the Company's policies for up to 12 months if they do not have insurance coverage available through another employer, the plan provides for the Company's payment of the following lump-sum amount if an executive's employment is terminated by the Company without cause, and not due to death or disability:
•
Two times the sum of current base salary plus bonus (i.e., the greater of the average bonus paid during the last three years or the current annual incentive bonus) for the Chief Executive Officer or the President;

Table of Contents
•
One and one-half times such amounts for the Chief Financial Officer, Chief Operating Officer, or an Executive Vice President;

•
One times such amounts for the Chief Accounting Officer, Chief Legal Officer or General Counsel, and certain specified Senior Vice Presidents; and

•
One-half times such amounts for any other employees who have been subject to reporting under Section 16 of the Exchange Act at the Company or otherwise designated by the Committee to participate in the plan, but not at a different participation level.
        In the case of death or disability, the Executive Severance Policy provides for the Company's payment of a one-time lump-sum amount equal to the executive's annual base salary reduced by any benefits payable under Company-paid life or disability insurance policies. No amounts are paid under the policy on a voluntary termination of employment or a termination by the Company for cause.
        The Company has also entered into change in control agreements with the Named Executive Officers that provide severance benefits in connection with certain qualifying terminations following a change in control. Severance benefits under the change in control agreements are triggered in case of a termination by the Company (or its successor) without cause or by the executive for good reason within 12 months following the change in control event. Agreements entered into in 2008 also provide for severance benefits if the executive resigns from the Company within 90 days following the change in control event. Agreements entered into after 2008 do not include this feature and are double trigger. These agreements provide for the Company's payment of the following lump-sum amount to an executive upon a qualifying termination following a change in control event:
•
Two times the sum of current base salary plus bonus (i.e., the greater of the average bonus paid during the last three years or the current annual incentive bonus) for Messrs. Lane and George; and

•
One times such amounts for Mr. Mylett, Ms. Shaeff, and Mr. McKenna.
        Under the change in control agreements, the Named Executive Officers, other than Mr. Mylett, may be entitled to excise tax gross ups in connection with change in control payments in certain circumstances. The Company eliminated the practice of providing for gross up payments in change in control or other agreements on a going forward basis, which is why Mr. Mylett's 2013 change in control agreement does not provide for any gross up payments.
        Under the change in control agreements, unvested equity awards held by the Named Executive Officers vest in full the event of a change in control.
        Regardless of the reason for termination, the Named Executive Officers must execute a release of claims and are subject to a one-year non-compete agreement.

Table of Contents
Summary of Potential Payments
        The following table provides the lump-sum payments that would have been made to ~~the~~each Named Executive ~~Officers~~Officer if ~~their~~his or her employment had been terminated on December 31, ~~2012.~~2015, other than in connection with a change in control.

For Cause Death(1) Disability Without
Cause(2) For Cause Death(1) Disability(2) Without
Cause(3)
Brian E. Lane
$ 0 $ 500,000 $ 500,000 $ 1,791,241 $ 0 $ 585,000 $ 585,000 $ 2,979,837
William George
$ 0 $ 360,000 $ 360,000 $ 980,356 $ 0 $ 382,000 $ 382,000 $ 1,489,963
James Mylett
$ 0 $ 310,000 $ 310,000 $ 386,908
Trent T. McKenna
$ 0 $ 323,000 $ 323,000 $ 662,265
Julie S. Shaeff
$ 0 $ 240,000 $ 240,000 $ 391,962 $ 0 $ 255,000 $ 255,000 $ 521,681
Trent T. McKenna
$ 0 $ 285,000 $ 285,000 $ 459,163
(1)
The Company maintains life insurance for each of the Named Executive Officers in an amount equal to the sum of the Named Executive Officer's annual base salary. The death benefit contained in the severance policy is paid net of insurance proceeds.

(2)
The Company maintains disability insurance for each of the Named Executive Officers in an amount equal to the sum of the Named Executive Officer's annual base salary. The disability benefit contained in the severance policy is paid net of insurance proceeds.

(3)
Consists of two times the sum of current base salary plus bonus (i.e., the greater of the average bonus paid during the last three years or the current annual incentive bonus) for Mr. Lane; one and one-half times such amounts for Mr. George; and one times such amounts for Mr. Mylett, Mr. McKenna and Ms. Shaeff. In addition, the following amounts are included in the total for each executive as an estimate of one year of COBRA payments made by the Company on behalf of the Named Executive Officer over the ~~twelve~~12 month period following ~~termination.~~termination: Mr. Lane—$~~18,241;~~23,987; Mr. George—$~~11,436;~~17,622; Mr. Mylett—$17,622; Mr. McKenna—$17,622; and Ms. Shaeff—$~~9,842; and Mr. McKenna—$15,573.~~13,226. These COBRA reimbursements would be made by the Company to the Named Executive Officer, and they would cease if the Named Executive Officer obtained other insurance coverage. In no event would these COBRA reimbursements exceed ~~twelve~~12 months. The total amount also reflects an estimate of $25,000 for outplacement services, which services are provided for in the policy, and are not to exceed $50,000.
        The following table provides the lump-sum payout and value of ~~early~~the accelerated vesting of equity awards that would have been received by ~~the~~each Named Executive ~~Officers~~Officer if ~~their~~his or her employment had been terminated in a qualifying termination, as described above, as a result of a change in control occurring on December 31, ~~2012.~~2015.

Cash(1) Value of Early
Vesting Equity(2) Excise Tax
Gross Up Total Value Cash(1) Value of Early
Vesting Equity(2) Excise Tax
Gross Up Total Value
Brian E. Lane
$ 1,766,241 $ 594,090 $ 0 $ 2,360,331 $ 2,954,837 $ 2,610,305 $ 391,151 $ 5,956,293
William George
$ 1,269,996 $ 518,490 $ 0 $ 1,788,486 $ 1,947,410 $ 1,689,505 $ 13,820 $ 3,650,735
James Mylett
$ 706,194 $ 717,411 — $ 1,423,605
Trent T. McKenna
$ 637,265 $ 979,646 $ 0 $ 1,616,911
Julie S. Shaeff
$ 366,962 $ 178,602 $ 0 $ 545,564 $ 496,681 $ 603,696 $ 0 $ 1,100,377
Trent T. McKenna
$ 434,163 $ 219,980 $ 0 $ 654,143
(1)
Assumes a change in control event occurring on December 31, ~~2012. Includes~~2015. Consists of two times the sum of current base salary plus bonus (i.e., the greater of the average bonus paid during the last three years or the current annual incentive bonus) for Messrs. Lane and George; and one times such amounts for Mr. Mylett, Ms. Shaeff, and Mr. McKenna. Also includes payments made as reimbursements for COBRA for a one-year period after

Table of Contents
the ~~change-in-control~~change in control event; these payments would be made as reimbursements by the Company to the Named Executive Officer, and would cease if the Named Executive Officer obtained other insurance coverage.

(2)
~~For~~The value of the acceleration of unvested stock options is determined based on the difference between the exercise price of the stock options and the closing price of a ~~discussion~~share of ~~valuation assumptions, see Note 14 to~~Common Stock on December 31, 2015 ($28.42). The value of the acceleration of unvested time-based RSUs is determined by multiplying the number of shares underlying the award by the closing price of a share of our ~~consolidated financial statements included in our Annual Report~~Common Stock on ~~Form 10-K~~December 31, 2015. PSUs for the ~~year ended December 31, 2012.~~2013-2015, 2014-2016 and 2015-2017 performance periods has been determined by assuming that the awards vest and are paid out at target levels of performance.

~~Table of Contents~~
        See the "Change-in-Control and Severance Benefits" section earlier in this proxy for additional details about the circumstances that would trigger payments under the Senior Executive Severance Policy or pursuant to an executive's change-in-control agreement.

Equity Compensation Plan Information
        The following table sets forth information about the Company's equity compensation plans as of December 31, ~~2012.~~2015.
Plan Category
Number of Securities
to be Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
(a) Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b) Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(excluding securities
reflected in column (a))
(c) Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
(a) Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b) Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(excluding securities
reflected in column (a))
(c)
Equity compensation plans approved by security holders
1,414,930 (1) $ 11.59 (2) 5,085,209 1,100,174 (1) $ 14.69 (2) 3,356,957
Equity compensation plans not approved by security holders
— — — — — —
Total
1,414,930 5,085,209 (3) 1,100,174 3,356,957 (3)
(1)
Includes ~~174,598 shares of performance~~724,110 stock options and ~~97,134~~148,529 shares of time-vested stock or restricted stock units that have been granted but remain unvested as of December 31, ~~2012.~~2015. Additionally, 227,535 shares of Common Stock may be issued upon the achievement of certain performance conditions under outstanding PSU awards. The PSU awards are dollar-denominated and paid in shares based on the market value of the shares following the end of the applicable performance period; for purposes of this table, the number of shares underlying outstanding PSU awards has been estimated based on current valuation of the awards and the closing market price of the Company's stock on December 31, 2015. The Company has no other securities to be issued upon exercise of outstanding options, warrants, or rights.

(2)
Shares of unvested restricted stock, restricted stock units, and ~~performance stock~~PSUs are not factored into this average.

(3)
Reflects shares that are part of a fungible share plan, which means that each share granted that is not an option ~~and/~~or a SAR is counted against the plan as two (2.0) shares.

Table of Contents

COMPENSATION COMMITTEE REPORT
        The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on its review and discussions, the committee recommended to the Company's Board of Directors the inclusion of the Compensation Discussion and Analysis in the Company's ~~2013~~2016 proxy statement. This report is provided by the following independent directors, who comprise the Compensation Committee.
Members of the Compensation Committee

Alan P. Krusi (Chair)
Darcy G. Anderson ~~(Chair)~~
Herman E. Bulls
~~Alan P. Krusi~~
Franklin Myers
Vance W. Tang
        The preceding "Compensation Committee Report" shall not be deemed soliciting material or to be filed with the Securities and Exchange Commission, nor shall any information in this report be incorporated by reference into any past or future filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Company incorporates it by reference into such filing.

Table of Contents

REPORT OF THE AUDIT COMMITTEE
        The Audit Committee of the Board of Directors of the Company oversees the Company's financial reporting process on behalf of the Board of Directors. The committee is made up solely of independent directors, as defined in the applicable NYSE and SEC rules, and it operates under a written charter, amended and effective as of March ~~2010~~2016 and approved by the Board of Directors, which is available on the Company's website athttp://~~www.comfortsystemsusa.com~~governance.comfortsystemsusa.com.
        Management has the primary responsibility for the financial statements and the reporting process, including the Company's internal controls. In fulfilling its oversight responsibilities, the Audit Committee has reviewed the audited financial statements in the Annual Report with management. The discussion explored the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of each of the key disclosures in the financial statements.
        As part of its oversight of the Company's financial statements, the Audit Committee reviewed and discussed with management and with the Company's independent auditors, Ernst & Young LLP, the audited financial statements of the Company for the fiscal year ended December 31, ~~2012.~~2015. The committee discussed with Ernst & Young LLP, who is responsible for expressing an opinion on the conformity of the audited financial statements with accounting principles generally accepted in the United States, such matters as are required to be discussed byStatement on Auditing Standards No. 61, as amended (Communications with Audit Committees), relating to the conduct of the audit. The Audit Committee also has discussed with Ernst & Young LLP, the auditors' independence from the Company and its management, including the matters in the written disclosures the committee received from the independent auditors as required byIndependence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and considered the compatibility of non-audit services with the auditors' independence.
        The Audit Committee discussed with the Company's internal and independent auditors the overall scope and plans for their respective audits. The committee meets regularly with the external auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company's internal controls, and the content and quality of the Company's financial reporting. Based on the review and discussions above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, ~~2012~~2015 and for filing with the SEC.
Members of the Audit Committee

~~Franklin Myers~~Constance E. Skidmore (Chair)
Alan P. Krusi
James H. Schultz
~~Constance E. Skidmore~~Franklin Myers
Vance W. Tang
~~Robert D. Wagner, Jr.~~
        The preceding "Report of the Audit Committee" shall not be deemed soliciting material or to be filed with the Securities and Exchange Commission, nor shall any information in this report be incorporated by reference into any past or future filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Company incorporates it by reference into such filing.

Table of Contents

OTHER INFORMATION
Compensation Committee Interlocks and Insider Participation
        Messrs. Anderson, Bulls, Krusi, Myers, and Tang, none of whom is or ~~has been~~was an officer or employee of the Company or any of our subsidiaries through ~~2012,~~2015, served on the Compensation Committee during ~~2012.~~2015. None of the Company's executive officers ~~serves~~serve on the board of directors or compensation committee, or any other committee serving an equivalent function, of another company that employs any member of the Board.

Section 16(a) Beneficial Ownership Reporting Compliance
        Section 16(a) of the ~~Securities~~ Exchange Act ~~of 1934, as amended,~~ requires the Company's directors, officers and persons who own more than 10% of a registered class of the Company's equity securities to file with the SEC initial reports of ownership and reports of changes in ownership with the SEC and the NYSE. Officers, directors and greater-than-ten-percent stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.
        To the Company's knowledge, based solely upon review of the copies of such reports furnished to the Company during the fiscal year ended December 31, ~~2012,~~2015, all directors, officers, and beneficial holders of more than 10% of any class of equity securities of the Company complied with all filing requirements, except it was determined that the Company failed to timely report via Form 4 the annual equity grant to each of Messrs. Lane, George, ~~and~~Mylett, McKenna and Ms. ~~Shaeff.~~Shaeff by four business days, and a sale of 2,500 shares by Mr. Krusi pursuant to a Rule 10b5-1 plan by three business days.

Householding of Stockholder Materials
        Some banks, brokers and other nominee record holders may be participating in the practice of "householding" proxy statements and annual reports. This means that only one copy of the Company's Proxy Statement or Annual Report to Stockholders may have been sent to multiple stockholders in the same household unless the Company has received contrary instructions from one or more of the stockholders. The Company will promptly deliver a separate copy of either document to any stockholder upon request by writing to the Company at the following address: Comfort Systems USA, Office of the General Counsel, 675 Bering Drive, Suite 400, Houston, Texas 77057 or upon oral request directed to the Company's Office of the General Counsel at (713) 830-9600. Any stockholder who wants to receive separate copies of the annual report and proxy statement in the future, or who is currently receiving multiple copies and would like to receive only one copy for his or her household, should contact the stockholder's bank, broker, or other nominee record holder, or contact the Company by writing to the above address or by oral request at the above telephone number.

Certain Relationships and Related Transactions
        In March 2011, the Board adopted a written Related Person Transactions Policy that codifies the Company's policies and procedures regarding the identification, review, consideration, and approval or ratification of "related person transactions." For purposes of this policy only, a "related party transaction" is a transaction, arrangement, or relationship (or any series of similar transactions, arrangements or relationships) in which the Company and any "related person" are, were, or will be participants in which the amount involved exceeds $120,000. Transactions involving compensation directly paid to a ~~named executive officer~~Named Executive Officer or director for services provided directly to the Company in their role as an employee or director shall not be considered related person transactions under the policy. A ~~related person~~"related person" is any executive officer, director, or more than 5% stockholder of the Company, including any ~~of their~~ immediate family members of such persons, and any entity owned or controlled by such persons.

Table of Contents
        Under the Company's Related Person Transactions Policy, where a transaction has been identified as a potential related person transaction, the Company's management shall present such potential related person transaction to the Audit Committee for review, consideration, and approval or ratification. The presentation shall include all information reasonably necessary for the Committee to determine the benefits of the related-party transaction and whether the related-party transaction is commercially comparable to an otherwise unrelated transaction of similar nature and management's recommendation related thereto. This process is to be used for both approvals as well as ratifications under the policy.
        The Audit Committee, in approving or rejecting the proposed related person transaction, considers all the relevant facts and circumstances deemed relevant by and available to the Audit Committee, including, but not limited to (i) the risks, costs and benefits to the Company, (ii) the impact on a director's independence in the event the related person is a director, immediate family member of a director, or an entity with which a director is affiliated, (iii) the terms of the transaction, (iv) the availability of other sources for comparable services or products, and (v) the terms available to or from, as the case may be, unrelated third parties or to or from employees generally. The Audit Committee approves only those related-party transactions that, in light of known circumstances, are in, or are not inconsistent with, the Company's best interests and those of the Company's stockholders, as the Audit Committee determines in the good faith exercise of its discretion.
        From time to time, the Company or its subsidiaries may have employees who are related to our executive officers or directors. David Giardinelli, the brother of Alfred Giardinelli, one of our directors, was employed by a subsidiary of the Company as a salesman during the fiscal year ended December 31, ~~2012.~~2015. David Giardinelli does not receive a salary but instead receives compensation based on commissions. In ~~2012,~~2015, David Giardinelli received approximately $151,784 in earned commissions. The Audit Committee ratified David Giardinelli's compensation pursuant to our Related Person Transactions Policy. Travis Giardinelli, the son of Alfred Giardinelli, one of our directors, was employed by a subsidiary of the Company as a salesman during the fiscal year ended December 31, 2015. In 2015, his ~~combined salary~~total compensation did not meet the threshold requiring Audit Committee approval pursuant to our Related Person Transactions Policy. Thomas Marnell, the brother-in-law of Brian Lane, our Chief Executive Officer and ~~earned commissions~~one of our directors, was employed by a subsidiary of the Company during the fiscal year ended December 31, 2015. In 2015, his total compensation did not meet the threshold requiring Audit Committee approval pursuant to our Related Person Transactions Policy.
        See the section above titled "Compensation Committee Interlocks and Insider Participation" for other information required to be disclosed here.

Interest of Certain Persons in Matters to Be Acted Upon
        The Named Executive Officers and directors of the Company do not have any substantial interest in the matters to be acted upon at the Annual Meetings, other than in their roles as officers or directors of the Company.

Stockholder Proposals for ~~2014~~2017 Annual Meeting
        Stockholders who wish to present proposals for inclusion in the Company's proxy materials for the ~~2014~~2017 Annual Meeting of Stockholders may do so by following the procedures prescribed in Rule 14a-8 under the Exchange Act. To be eligible, the stockholder proposals must be received by the Company at its principal executive offices on or before ~~December 6, 2013.~~[                        ], 2016.
        Under the Company's current Bylaws, proposals of business and nominations for directors other than those to be included in the Company's proxy materials following the procedures described in Rule 14a-8 may be made by stockholders entitled to vote at the meeting if notice is timely given and if the notice contains the information required by the Bylaws. In accordance with the Company's Bylaws,

Table of Contents
to be considered timely a proposal or nominations submitted for consideration at the ~~2014~~2017 Annual Meeting of Stockholders must be received by the Company at its principal executive offices no later than the close of business on the 60th day nor earlier than the close of business on the 90th day prior to the first anniversary of the ~~2013~~2016 Annual Meeting of Stockholders. The Bylaws also contain procedures for regulation of the order of business and conduct of stockholder meetings, the authority of the presiding officer and attendance at such meetings.

~~Table of Contents~~

Other Business
        The Board knows of no business to be brought before the Annual Meeting that is not referred to in the accompanying Notice of Annual Meeting. Should any such matters be presented, the persons named in the proxy intend to take such action in regard to such matters as in their judgment seems advisable, subject to the NYSE's rules on the exercise of discretionary authority.

Form 10-K and Annual Report to Stockholders
        A copy of the Company's Annual Report to Stockholders, which includes the Annual Report on Form 10-K, filed with the SEC, accompanies this proxy statement.

Table of Contents

Appendix A
CERTIFICATE OF AMENDMENT

OF

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

COMFORT SYSTEMS USA, INC.
        Comfort Systems USA, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify that:
1.
The Second Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by deleting the first paragraph of Article 5 thereof in its entirety and replacing it with the following:
"At each annual meeting of stockholders at which a quorum is present, the persons receiving a plurality of the votes cast shall be the directors. Election of directors need not be by written ballot unless the Bylaws of the Corporation so provide."
2.
The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
[SIGNATURE PAGE FOLLOWS]

Table of Contents
IN WITNESS WHEREOF, Comfort Systems USA, Inc. has caused this Certificate to be executed by its duly authorized officer on this    day of            , 2016.
~~0 14475~~
COMFORT SYSTEMS USA, INC. ANNUAL MEETING OF STOCKHOLDERS Solicited by the Board of Directors of Comfort Systems USA, Inc. The undersigned hereby appoints Brian E. Lane and Trent T. McKenna, and each of them individually, as proxies with full power of substitution, to vote, as designated on the reverse, all shares of Common Stock of Comfort Systems USA, Inc. that the undersigned is entitled to vote at the Annual Meeting of Stockholders thereof to be held on May 16, 2013, or at any adjournment or postponement thereof. ALL SHARES WILL BE VOTED AS DIRECTED HEREIN. IF NO SUCH DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. (Continued and to be signed on the reverse side)

By:

Name:
Title:

ANNUAL MEETING OF STOCKHOLDERS OF COMFORT SYSTEMS USA, INC. May 19, 2016 GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access. NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The notice of meeting, proxy statement and proxy card are available at http://proxy2016.comfortsystemsusa.com Please sign, date and mail your proxy card in the envelope provided as soon as possible. Please detach along perforated line and mail in the envelope provided. 20930330000000000000 4 051916 2. RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP ThE NAMED ExECUTIvE OFFICERS. CERTIFICATE OF INCORPORATION. changes to the registered name(s) on the account may not be submitted via Note: Please sign exactly as your name or names appear on this proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL NOMINEES" ON PROPOSAL 1, A VOTE "FOR" PROPOSAL 2, A VOTE "FOR" PROPOSAL 3 AND A VOTE “FOR” PROPOSAL 4. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x 1. ELECTION OF NINE DIRECTORS FOR TERMS ExPIRING AT ThE 2017 ANNUAL MEETING; NOMINEES: FOR ALL NOMINEESO Darcy G. Anderson O herman E. Bulls WITHHOLD AUTHORITYO Alfred J. Giardinelli, Jr. FOR ALL NOMINEESO Alan P. Krusi O Brian E. Lane FOR ALL EXCEPTO Franklin Myers (See instructions below)O James h. Schultz O Constance E. Skidmore O vance W. Tang INSTRUCTIONS: To withhold authority to vote for any individual nominee(s) mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: FOR AGAINST ABSTAIN AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2016. 3. ADvISORY vOTE TO APPROvE ThE COMPENSATION OF 4. TO APPROvE AN AMENDMENT TO ARTICLE FIvE OF ThE COMPANY’S SECOND AMENDED AND RESTATED You hereby revoke all previous proxies given. You may revoke this proxy at any time prior to a vote thereon. Receipt of the accompanying proxy statement and the Annual Report of Comfort Systems USA, Inc., which includes the Annual Report on Form 10-K for the fiscal year ended December 31, 2015, is hereby acknowledged. PLEASE COMPLETE, SIGN AND PROMPTLY MAIL IN THE ENCLOSED ENVELOPE. To change the address on your account please check the box at right and indicate your new address in the address space above. Please note that this method. Signature of Stockholder Date: Signature of StockholderDate:
ANNUAL MEETING OF STOCKHOLDERS OF COMFORT SYSTEMS USA, INC. May 16, 2013 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The notice of meeting, proxy statement and proxy card are available at http://proxy2013.comfortsystemsusa.com Please sign, date and mail your proxy card in the envelope provided as soon as possible. Signature of Stockholder Date: Signature of Stockholder Date: Note: Please sign exactly as your name or names appear on this proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. To change the address on your account please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. 1. ELECTION OF ELEVEN DIRECTORS FOR TERMS EXPIRING AT THE 2014 ANNUAL MEETING; William F. Murdy Darcy G. Anderson Herman E. Bulls Alfred J. Giardinelli, Jr. Alan P. Krusi Brian E. Lane Franklin Myers James H. Schultz Constance E. Skidmore Vance W. Tang Robert D. Wagner, Jr. 2. RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. 3. ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. You hereby revoke all previous proxies given. You may revoke this proxy at any time prior to a vote thereon. Receipt of the accompanying proxy statement and the Annual Report of Comfort Systems USA, Inc., which includes the Annual Report on Form 10-K for the fiscal year ended December 31, 2012, is hereby acknowledged. PLEASE COMPLETE, SIGN AND PROMPTLY MAIL IN THE ENCLOSED ENVELOPE. FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) INSTRUCTIONS: To withhold authority to vote for any individual nominee(s) mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: NOMINEES: THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL NOMINEES" ON PROPOSAL 1, A VOTE "FOR" PROPOSAL 2, AND A VOTE "FOR" PROPOSAL 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE Please detach along perforated line and mail in the envelope provided. 21130300000000000000 3 051613 FOR AGAINST ABSTAIN
Signature of Stockholder Date: Signature of Stockholder Date: Note: Please sign exactly as your name or names appear on this proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. To change the address on your account please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. 1. ELECTION OF ELEVEN DIRECTORS FOR TERMS EXPIRING AT THE 2014 ANNUAL MEETING; William F. Murdy Darcy G. Anderson Herman E. Bulls Alfred J. Giardinelli, Jr. Alan P. Krusi Brian E. Lane Franklin Myers James H. Schultz Constance E. Skidmore Vance W. Tang Robert D. Wagner, Jr. 2. RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. 3. ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. You hereby revoke all previous proxies given. You may revoke this proxy at any time prior to a vote thereon. Receipt of the accompanying proxy statement and the Annual Report of Comfort Systems USA, Inc., which includes the Annual Report on Form 10-K for the fiscal year ended December 31, 2012, is hereby acknowledged. PLEASE COMPLETE, SIGN AND PROMPTLY MAIL IN THE ENCLOSED ENVELOPE. FOR AGAINST ABSTAIN FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) INSTRUCTIONS: To withhold authority to vote for any individual nominee(s) mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: NOMINEES: ANNUAL MEETING OF STOCKHOLDERS OF COMFORT SYSTEMS USA, INC. May 16, 2013 INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions. Have your proxy card available when you access the web page and use the Company Number and Account Number shown on your proxy card. TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call and use the Company Number and Account Number shown on your proxy card. Vote online or by telephone until 11:59 PM EST the day before the meeting. MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible. IN PERSON - You may vote your shares in person by attending the Annual Meeting. PROXY VOTING INSTRUCTIONS Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL NOMINEES" ON PROPOSAL 1, A VOTE "FOR" PROPOSAL 2, AND A VOTE "FOR" PROPOSAL 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE 21130300000000000000 3 051613 COMPANY NUMBER ACCOUNT NUMBER NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The notice of meeting, proxy statement and proxy card are available at http://proxy2013.comfortsystemsusa.com

ANNUAL MEETING OF STOCKHOLDERS OF COMFORT SYSTEMS May 19, 2016 USA, INC. INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. have your proxy card available when you access the web page. TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. have your proxy card available when you call. vote online/phone until 11:59 PMESTthe day before the meeting. MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible. INPERSON - You may vote your shares in person by attending the Annual Meeting. GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access. Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. 20930330000000000000 4 051916 AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING ThE NAMED ExECUTIvE OFFICERS. COMPANY’S SECOND AMENDED AND RESTATED changes to the registered name(s) on the account may not be submitted via Note: Please sign exactly as your name or names appear on this proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL NOMINEES" ON PROPOSAL 1, A VOTE "FOR" PROPOSAL 2, A VOTE "FOR" PROPOSAL 3 AND A VOTE “FOR” PROPOSAL 4. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x 1. ELECTION OF NINE DIRECTORS FOR TERMS ExPIRING AT ThE 2017 ANNUAL MEETING; NOMINEES: FOR ALL NOMINEESO Darcy G. Anderson O herman E. Bulls WITHHOLD AUTHORITYO Alfred J. Giardinelli, Jr. FOR ALL NOMINEESO Alan P. Krusi O Brian E. Lane FOR ALL EXCEPTO Franklin Myers (See instructions below)O James h. Schultz O Constance E. Skidmore O vance W. Tang INSTRUCTIONS: To withhold authority to vote for any individual nominee(s) mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: FOR AGAINST ABSTAIN 2. RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP FIRM FOR 2016. 3. ADvISORY vOTE TO APPROvE ThE COMPENSATION OF 4. TO APPROvE AN AMENDMENT TO ARTICLE FIvE OF ThE CERTIFICATE OF INCORPORATION. You hereby revoke all previous proxies given. You may revoke this proxy at any time prior to a vote thereon. Receipt of the accompanying proxy statement and the Annual Report of Comfort Systems USA, Inc., which includes the Annual Report on Form 10-K for the fiscal year ended December 31, 2015, is hereby acknowledged. PLEASE COMPLETE, SIGN AND PROMPTLY MAIL IN THE ENCLOSED ENVELOPE. To change the address on your account please check the box at right and indicate your new address in the address space above. Please note that this method. Signature of Stockholder Date: Signature of StockholderDate: NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The notice of meeting, proxy statement and proxy card are available at http://proxy2016.comfortsystemsusa.com COMPANY NUMBER ACCOUNT NUMBER PROXY VOTING INSTRUCTIONS

0 COMFORT SYSTEMS USA, INC. ANNUAL MEETING OF STOCKHOLDERS Solicited by the Board of Directors of Comfort Systems USA, Inc. The undersigned hereby appoints Brian E. Lane and Trent T. McKenna, and each of them individually, as proxies with full power of substitution, to vote, as designated on the reverse, all shares of Common Stock of Comfort Systems USA, Inc. that the undersigned is entitled to vote at the Annual Meeting of Stockholders thereof to be held on May 19, 2016, or at any adjournment or postponement thereof. ALL SHARES WILL BE VOTED AS DIRECTED HEREIN. IF NO SUCH DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. (Continued and to be signed on the reverse side) 14475 1.1

Name(1)	Director Fees Earned or Paid in Cash ($)		Stock Awards ($)(2)		Director Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)(3)		Total ($)		Director Fees Earned or Paid in Cash ($)			Stock Awards ($)(2)		All Other Compensation ($)(3)		Total ($)

Darcy G. Anderson	$	64,000	$	93,400	$	0	$	0	$	0	$	157,400	$	65,000	(4)	$	124,998	$	0	$	189,998
Herman E Bulls	$	62,000	$	93,400	$	0	$	0	$	0	$	155,400	$	60,000		$	124,998	$	0	$	184,998
Alan P. Krusi	$	59,000	$	93,400	$	0	$	0	$	0	$	152,400	$	65,000	(4)	$	124,998	$	0	$	189,998
William F. Murdy	$	120,000	$	93,400	$	0	$	0	$	14,144	$	227,544
Franklin Myers	$	76,000	$	93,400	$	0	$	0	$	0	$	169,400	$	90,000		$	124,998	$	0	$	214,998
James H. Schultz	$	64,000	$	93,400	$	0	$	0	$	0	$	157,400	$	70,000		$	124,998	$	0	$	194,998
Constance E. Skidmore	$	5,500	$	0	$	0	$	0	$	0	$	5,500	$	80,000		$	124,998	$	0	$	204,998
Vance W. Tang	$	5,500	$	0	$	0	$	0	$	0	$	5,500	$	60,000		$	124,998	$	0	$	184,998
Robert D. Wagner, Jr.	$	60,000	$	93,400	$	0	$	0	$	0	$	153,400

Description	2012		2011		2015		2014

Audit Fees	$	1,260,428	$	1,104,263	$	1,794,873	$	1,790,587
Audit-Related Fees	$	0	$	0	$	0	$	0
Tax Fees	$	3,437	$	6,105	$	0	$	35,000
All Other Fees	$	0	$	0	$	0	$	0

	Common Stock Beneficially Owned

Name and Address of Beneficial Owner(s)(1)	Shares Owned as of March 1, 2013			Shares Subject to Options Which Are or Will Become Exercisable Prior to April 30, 2013			Total Beneficial Ownership			% of Class(2)
William F. Murdy		259,869	(3)		205,196	(4)		465,065			1.2	%
William George		105,795	(5)		133,126	(6)		238,921			*
Brian E. Lane		112,410	(7)		104,084	(8)		216,494			*
Alfred J. Giardinelli, Jr		170,616	(9)		0			170,616			*
Trent T. McKenna		35,833	(10)		65,428	(11)		101,261			*
Julie S. Shaeff		54,671	(12)		40,247	(13)		94,918			*
James H. Schultz		45,000			40,000	(14)		85,000			*
Herman E. Bulls		42,500			40,000	(15)		82,500			*
Franklin Myers		55,000			20,000	(16)		75,000			*
Robert D. Wagner, Jr.		50,000			20,000	(17)		70,000			*
Alan P. Krusi		42,000			0			42,000			*
Darcy G. Anderson		35,000			0			35,000			*
Constance E. Skidmore		0			0			0			*
Vance W. Tang		0			0			0			*

All executive officers and directors as a group (14 persons)		1,008,694			668,081			1,676,775			4.5	%

Artisan Partners Holdings LP								2,733,094	(18)		7.3	%
Artisan Investment Corporation
Artisan Partners Limited Partnership
Artisan Investments GP LLC
ZFIC, Inc.
Andrew A. Ziegler
Carlene M. Ziegler
Artisan Partners Funds, Inc.
875 East Wisconsin Avenue, Suite 800 Milwaukee, Wisconsin 53202
Barrow, Hanley, Mewhinney & Strauss, LLC								2,664,441	(19)		7.2	%
2200 Ross Avenue, 31^st Floor Dallas, Texas 75201-2761
BlackRock Inc.								2,973,653	(20)		8.0	%
40 East 52^nd Street New York, New York 10022

	Common Stock Beneficially Owned

Name and Address of Beneficial Owner(s)(1)	Shares Owned as of March 1, 2016			Shares Subject to Options Which Are or Will Become Exercisable Prior to April 30, 2016			Total Beneficial Ownership			% of Class(2)
Brian E. Lane		155,706	(3)		207,813	(4)		363,519			*
William George		60,125	(5)		147,611	(6)		207,736			*
Franklin Myers		159,000			0			159,000			*
Trent T. McKenna		49,906	(7)		65,605	(8)		115,511			*
Julie S. Shaeff		37,065	(9)		57,409	(10)		94,474			*
James H. Schultz		68,737			20,000	(11)		88,737			*
Herman E. Bulls		70,212			0			70,212			*
Alan P. Krusi		55,737	(12)		0			55,737			*
Darcy G. Anderson		43,678			0			43,678			*
Alfred J. Giardinelli, Jr		30,516			0			30,516			*
James Mylett		9,810	(13)		14,387	(14)		24,197			*
Vance W. Tang		23,737	(15)		0			23,737			*
Constance E. Skidmore		23,737			0			23,737			*

All executive officers and directors as a group (15 persons)		787,966			512,825			1,300,791			3.49	%

BlackRock Inc.								4,317,603	(16)		11.57	%
55 East 52^nd Street
New York, New York 10022
The Vanguard Group, Inc.								3,887,856	(17)		10.42	%
100 Vanguard Blvd.				��
Malvern, Pennsylvania 19355
Barrow, Hanley, Mewhinney & Strauss, LLC								2,514,713	(18)		6.74	%
2200 Ross Avenue, 31^st Floor
Dallas, Texas 75201-2761
Dimensional Fund Advisors LP								1,959,874	(19)		5.25	%
Building One
6300 Bee Cave Road
Austin, Texas 78746

Compensation Element	Objective	Key Characteristics

Base Salary	• Provide a fixed level of cash compensation for performing day-to-day functions • ~~Help the Company attract and retain strong executive talent~~	• Levels are evaluated annually by the Compensation Committee
	• Attract and retain strong executive talent	• In ~~2012,~~2015, base salaries were established inbased on a number of factors, including consultation with ~~independent compensation consultant~~PM&P and analysis of market trends and economic conditions

Annual Incentive Plan	• Reward annual financial, operational, and individual performance	• Award targets are established as a percentage of base salary
		• • Majority of award is based on objective, pre-established criteria related to the Company's EPS performance against target

Long-Term Incentive Awards	• Reward long-term Company performance • ~~Encourage focus on growing stockholder value~~ • ~~Align management's interest with stockholders' interest~~ • ~~Encourage retention of key management employees~~	• Awards are provided through a mix of stock options, time-vested restricted stock units, and dollar-denominated performance stock units
	• Encourage focus on growing stockholder value	• Stock options ~~accrue~~only have value ~~only~~ if the price of the Company's ~~common stock~~Common Stock increases
	• Align management's interests with stockholders' interests	• Dollar-denominated performance stock units are earned based on objective, pre-established performance measures, including total shareholder return relative to certain comparable companies and EPS performance
	• Encourage retention of key management employees, stability, and continuity of leadership	• Stock options and time-vested restricted stock units are subject to a three-year vesting schedule; dollar-denominated performance stock units cliff vest atfollowing the end of a three-year performance period

Benefits	• Attract and retain ~~key management employees~~strong executive talent	• Participation in health, welfare, and retirement benefit plans on the same terms as all employees at the Company's corporate office
	• • Provide basic financial stability

Named Executive Officer	2014 Base Salary		2015 Base Salary

Brian E. Lane	$	515,000	$	585,000
William George	$	370,800	$	382,000
James Mylett	$	300,000	$	310,000
Trent T. McKenna	$	293,550	$	323,000
Julie S. Shaeff	$	247,200	$	255,000

	Target Annual Incentive Opportunity as a Percent of Base Salary

Named Executive Officer	Corporate Financial Incentive			Individual Performance Incentive			Total Target Opportunity (Percent of Base Salary)
Mr. Lane		45	%		10	%		55	%
Mr. George		45	%		10	%		55	%
Mr. Mylett		45	%(1)		10	%		55	%
Mr. McKenna		25	%		10	%		35	%
Ms. Shaeff		25	%		10	%		35	%

EPS						FCF						Sales Productivity						Service Agreement Retention

Threshold		Target		Max		Threshold		Target		Max		Threshold		Target		Max		Threshold			Target			Max
$	0.56	$	0.73	$	1.27	$	19.9M	$	26.0M	$	45.2M	$	800,000	$	809,000	$	824,000		88	%		89	%		90	%

			EPS Incentive Award Levels (as a % of Base Salary)									FCF Incentive Award Levels (as a % of Base Salary)									Service Growth Award Levels (as a % of Base Salary)

Named Executive Officer	Base Salary		Threshold			Target			Maximum			Threshold			Target			Maximum			Threshold			Target			Maximum
Mr. Lane	$	585,000		12.6	%		31.5	%		94.5	%		5.4	%		13.5	%		40.5	%		—			—			—
Mr. George	$	382,000		12.6	%		31.5	%		94.5	%		5.4	%		13.5	%		40.5	%		—			—			—
Mr. Mylett	$	310,000		6.3	%		15.75	%		47.25	%		2.7	%		6.75	%		20.25	%		9	%		22.5	%		45	%
Mr. McKenna	$	323,000		7	%		17.5	%		52.5	%		3	%		7.5	%		22.5	%		—			—			—
Ms. Shaeff	$	255,000		7	%		17.5	%		52.5	%		3	%		7.5	%		22.5	%		—			—			—

																													Sales Productivity Award Achievement					Service Agreement Retention Award Achievement

			EPS Incentive Award Levels (as a % of Base Salary)
	Base Salary													EPS Incentive Awarded (in dollars)					EPS Incentive Award Achievement					FCF Incentive Award Achievement					Sales Productivity Award Achievement					Service Agreement Retention Award Achievement							Corporate Financial Incentive Awarded (in dollars)
Named Executive Officer	Base Salary		Threshold			Target			Maximum					EPS Incentive Awarded (in dollars)		EPS Incentive Awarded (as a % of Base Salary)	Base Salary		(as a % of Base Salary)			(in dollars)		(as a % of Base Salary)			(in dollars)		(as a % of Base Salary)			(in dollars)		(as a % of Base Salary)			(in dollars)				Corporate Financial Incentive Awarded (in dollars)
Mr. Lane	$	500,000		18	%		45	%		135	%	64.8	%	$	324,000		$	585,000		94.5	%	$	552,825		40.5	%	$	236,925		—			—		—			—	135	%	$	789,750
Mr. George	$	360,000		18	%		45	%		135	%	64.8	%	$	233,280		$	382,000		94.5	%	$	360,990		40.5	%	$	154,710		—			—		—			—	135	%	$	515,700
Mr. Mylett																	$	310,000		47.25	%	$	146,475		20.25	%	$	62,775		22.5	%	$	69,750		22.5	%	$	69,750	112.5	%	$	348,750
Mr. McKenna																	$	323,000		52.5	%	$	169,575		22.5	%	$	72,675		—			—		—			—	75	%	$	242,250
Ms. Shaeff	$	240,000		8	%		20	%		60	%	28.8	%	$	69,120		$	255,000		52.5	%	$	133,875		22.5	%	$	57,375		—			—		—			—	75	%	$	191,250
Mr. McKenna	$	273,750		8	%		20	%		60	%	28.8	%	$	78,840

Executive		Fiscal Year 2015 Individual Performance Goals

Brian E. Lane		• ~~Achieve budgeted operating income and cash flow~~Grow maintenance base • ~~Achieve budgeted EPS~~Improve succession plan process • ~~Deliver certain service-targeted initiatives~~ • ~~Retain and implement advice from management consultants~~ • ~~Fill certain strategic positions with qualified candidates~~ • ~~Encourage innovation in identified strategic growth areas~~ • ~~Promote wider utilization of specific skills and capabilities within operating companies~~ • ~~Develop high-level training program for key management personnel~~Improve Company-wide employee safety measure(1)
William George		• ~~Help operations achieve strategy benchmarks~~Increase operating income for EAS • ~~Direct acquisition program and lead successful integration plans~~Deliver essential elements of ERP strategy • ~~Lead financial reporting team~~ • ~~Implement certain initiatives targeted to improve treasury function, tax function, human resources function, and information technology function~~ • ~~Achieve certain investor relations-targeted goals~~Improve Company-wide employee safety measure(1)
~~Julie Shaeff~~ James Mylett		• ~~Ensure financial reporting requirements and deadlines are met~~Grow service maintenance base • ~~Maximize participation in cost-to-complete meetings~~Grow service operating income • Improve ~~training and further develop accounting team~~


		• ~~Promote and improve relationships with key regional and~~ ~~operations personnel~~Company-wide employee safety measure(1)
Trent McKenna		• Improvement of Company-wide cybersecurity initiatives • ~~Provide and manage improved legal services to operations~~Company-wide contract review initiatives • Improve Company-wide employee safety measure(1)
Julie Shaeff		• Develop Company-wide accounting responsibility matrices • Provide ~~better guidance and proactive outreach~~training for ~~the Board of Directors~~OPCO controllers • Improve ~~talent development for direct reports~~ • ~~Manage transition in risk management service provider~~Company-wide employee safety measure(1)



			Individual Performance Incentive Opportunity (as a % of Base Salary)
																	Individual Performance Incentive (in dollars)
	Base Salary											Individual Performance Score
Named Executive Officer	Base Salary		Threshold			Target			Maximum			Individual Performance Score
Mr. Lane	$	585,000		1	%		10	%		20	%		155.0	%	15.5	%	$	90,675
Mr. George	$	382,000		1	%		10	%		20	%		175.9	%	17.6	%	$	67,194
Mr. Mylett	$	310,000		1	%		10	%		20	%		96.2	%	9.6	%	$	29,822
Mr. McKenna	$	323,000		1	%		10	%		20	%		168.4	%	16.8	%	$	54,393
Ms. Shaeff	$	255,000		1	%		10	%		20	%		145.9	%	14.6	%	$	37,205

Award Type	Description	Alignment with and Key Benefits to Stockholders

Stock Options	• 30% of total LTI grant value • Vest ratably over three years • Exercise price equal to the closing price on date of grant • No value to the executive unless stock price increases after the date of grant	• Inherently performance-based • Value contingent upon positive stock price performance • 10-year term encourages a focus on longer-term performance
Restricted Stock Units (RSUs)	• 30% of total LTI grant value • Vest ratably over three years	• Value partially dependent upon stock price performance • Enhances retention of executive talent • Encourages long-term share ownership
Performance Stock Units (PSUs)	• 40% of total LTI grant value • Vest following the end of a three-year performance period contingent upon achievement of certain levels of performance • Dollar-denominated awards • Settled in shares based upon stock price following the end of the performance period • Performance based upon: • EPS performance against budget (50%) • TSR performance against peers (50%)	• Performance-contingent • Enforces Company performance (EPS) to ensure focus on sustainable year-over-year profitability • Enforces performance standards on a relative basis (TSR) to ensure focus on producing stockholder returns in excess of those for our peers

Named Executive Officer	Base Salary						Dollar Value of PSUs Awarded (at target)		Value of Awards under Plan (at target)		Base Salary						Dollar Value of PSUs Awarded (at target)		Value of Awards under Plan (at target)

Mr. Lane	$	500,000	150	%	54,247	20,071	$	300,000	$	750,000	$	585,000	150	%	34,547	13,383	$	351,000	$	877,500
Mr. George	$	360,000	140	%	36,454	13,488	$	201,600	$	504,000	$	382,000	140	%	21,055	8,157	$	213,920	$	534,800
Mr. Mylett											$	310,000	100	%	12,205	4,728	$	124,000	$	310,000
Mr. McKenna											$	323,000	100	%	12,717	4,926	$	129,200	$	323,000
Ms. Shaeff	$	240,000	75	%	13,019	4,817	$	72,000	$	180,000	$	255,000	75	%	7,530	2,917	$	76,500	$	191,250
Mr. McKenna	$	285,000	100	%	20,614	7,627	$	114,000	$	285,000

Performance Measure		Measurement

*Earnings Per Share*		Company's actual EPS performance relative to budgeted EPS performance	50	%
*Relative Total Shareholder Return*	��	Company's performance relative to identified peer group*	50	%

	Relative Total Shareholder Return				Earnings per Share

Performance Level	Percentage of Target Earned			Performance Measure	Percentage of Target Earned			Performance Measure
Maximum		200	%	75^th Percentile or Above		200	%	120% of Target or Higher
Target		100	%	50^th Percentile		100	%	100% of Target
Threshold		50	%	25^th Percentile		25	%	70% of Target
Below Threshold		0	%	Below 25^th Percentile		0	%	Below 70% of Target

Level		Base Salary Multiple

Chief Executive Officer			5
Chief Operating Officer			3
Chief Financial Officer			3
Senior Vice President—Service			2
Chief Accounting Officer			1
General Counsel			1

Name and Principal Position		Salary ($)(1)		Bonus ($)		Stock Awards ($)(2)		Option Awards ($)(3)		Non-Equity Incentive Plan Compensation ($)(4)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other ($)(5)		Total ($)			Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)		Option Awards ($)(3)		Non-Equity Incentive Plan Compensation ($)(4)		All Other Compensation ($)(5)		Total ($)

Brian E. Lane,	2012	$	500,000	$	0	$	524,996	$	218,615	$	374,000	$	0	$	9,346	$	1,626,957	2015	$	585,000	$	0	$	614,244	$	218,683	$	880,425	$	10,156	$	2,308,508
President and Chief	2011	$	375,000	$	0	$	351,563	$	106,455	$	37,500	$	0	$	118,248	$	988,766	2014	$	515,000	$	0	$	540,753	$	248,733	$	161,725	$	9,729	$	1,475,940
Executive Officer	2010	$	302,833	$	0	$	285,932	$	88,162	$	103,662	$	0	$	37,634	$	818,223	2013	$	500,000	$	0	$	525,003	$	225,049	$	546,150	$	9,346	$	1,805,548
William George,	2012	$	360,000	$	0	$	352,800	$	146,910	$	269,280	$	0	$	7,605	$	1,136,595	2015	$	382,000	$	0	$	374,368	$	133,278	$	582,894	$	8,234	$	1,480,774
Executive Vice President	2011	$	340,000	$	0	$	318,747	$	96,521	$	34,000	$	0	$	7,508	$	796,776	2014	$	370,800	$	0	$	363,382	$	167,145	$	151,557	$	7,882	$	1,060,766
and Chief Financial Officer	2010	$	305,000	$	0	$	394,732	$	88,162	$	104,404	$	0	$	7,526	$	899,824	2013	$	360,000	$	0	$	352,799	$	151,233	$	411,480	$	7,604	$	1,283,116
James Mylett,																		2015	$	310,000	$	0	$	217,000	$	77,258	$	378,572	$	7,787	$	990,617
Senior Vice President—																		2014	$	300,000	$	200,000	$	210,004	$	96,595	$	0	$	7,730	$	814,329
Service																		2013	$	72,412	$	200,000	$	0	$	0	$	0	$	1,406	$	273,818
Trent T. McKenna,																		2015	$	323,000	$	0	$	226,094	$	80,499	$	296,643	$	7,621	$	933,857
Senior Vice President,																		2014	$	293,550	$	0	$	205,486	$	94,517	$	72,006	$	7,585	$	673,144
General Counsel, and Secretary																		2013	$	285,000	$	0	$	199,502	$	85,519	$	184,110	$	7,306	$	761,437
Julie S. Shaeff,	2012	$	240,000	$	0	$	125,999	$	52,467	$	117,120	$	0	$	7,293	$	542,879	2015	$	255,000	$	0	$	133,877	$	47,665	$	228,455	$	7,839	$	672,836
Senior Vice President and	2011	$	215,000	$	0	$	120,933	$	36,621	$	43,000	$	0	$	7,157	$	422,711	2014	$	247,200	$	0	$	129,781	$	59,698	$	60,637	$	7,604	$	504,920
Chief Accounting Officer	2010	$	202,000	$	0	$	113,623	$	35,031	$	56,715	$	0	$	6,526	$	413,895	2013	$	240,000	$	0	$	125,999	$	54,010	$	152,784	$	7,293	$	580,086
Trent T. McKenna,	2012	$	273,750	$	0	$	199,499	$	83,074	$	133,590	$	0	$	7,192	$	697,105
Vice President, General	2011	$	215,000	$	0	$	120,933	$	36,621	$	43,000	$	0	$	6,928	$	422,482
Counsel, and Secretary	2010	$	202,000	$	0	$	113,623	$	35,031	$	56,715	$	0	$	5,944	$	413,313

	401(k) Match		Executive Disability & Group Term Life		Fitness(1)		401(k) Match		Executive Disability & Group Term Life		Fitness(1)

Brian E. Lane	$	6,125	$	2,981	$	240	$	6,500	$	3,416	$	240
William George	$	6,125	$	1,240	$	240	$	6,500	$	1,494	$	240
James Mylett							$	6,500	$	1,287	$	0
Trent T. McKenna							$	6,500	$	881	$	240
Julie S. Shaeff	$	6,125	$	928	$	240	$	6,500	$	1099	$	240
Trent T. McKenna	$	6,125	$	827	$	240

																						Grant date fair value of stock and option awards ($)(5)

																	All other stock awards: Number of shares of stock or units (#)(4)
					Estimated possible payouts under non-equity incentive plan awards(2)						Estimated future payouts under equity incentive plan awards(3)									Exercise or base price of option awards ($/Sh)									Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2)						Estimated Future Payouts Under Equity Incentive Plan Awards(3)								Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)(5)
			Date of Compensation Committee or Board Action																					Grant date fair value of stock and option awards ($)(5)			Date of Compensation Committee or Board Action																				All Other Option Awards: Number of Securities Underlying Options (#)
Name	Grant date(1)		Date of Compensation Committee or Board Action		Threshold ($)		Target ($)		Maximum ($)		Threshold ($)		Target ($)		Maximum ($)										Grant Date(1)		Date of Compensation Committee or Board Action		Threshold ($)		Target ($)		Maximum ($)		Threshold ($)		Target ($)		Maximum ($)
Brian E. Lane		1/1/12		12/15/11	$	50,000	$	275,000	$	725,000		—		—		—		—	—		—		—			1/1/15		12/17/14	$	111,150	$	321,750	$	906,750		—		—		—	—	—		—		—
		3/26/12		3/26/12		—		—		—	$	37,500	$	300,000	$	600,000		—	—		—	$	300,000			3/25/15		3/25/15		—		—		—	$	43,875	$	351,000	$	702,000	—	—		—	$	351,000
		3/26/12		3/26/12		—		—		—		—		—		—		20,071	—		—	$	224,996			3/25/15		3/25/15		—		—		—		—		—		—	13,383	—		—	$	263,244
		3/26/12		3/26/12		—		—		—		—		—		—		—	54,247	$	11.21	$	218,615			3/25/15		3/25/15		—		—		—		—		—		—	—	34,547	$	19.67	$	218,683
William George		1/1/12		12/15/11	$	36,000	$	198,000	$	522,000		—		—		—		—	—		—		—			1/1/15		12/17/14	$	72,580	$	210,100	$	592,100		—		—		—	—	—		—		—
		3/26/12		3/26/12		—		—		—	$	25,200	$	201,600	$	403,200		—	—		—	$	201,600			3/25/15		3/25/15		—		—		—	$	26,740	$	213,920	$	427,840	—	—		—	$	213,920
		3/26/12		3/26/12		—		—		—		—		—		—		13,488	—		—	$	151,200			3/25/15		3/25/15		—		—		—		—		—		—	8,157	—		—	$	160,448
		3/26/12		3/26/12		—		—		—		—		—		—		—	36,454	$	11.21	$	146,910			3/25/15		3/25/15		—		—		—		—		—		—	—	21,055	$	19.67	$	133,278
Julie S. Shaeff		1/1/12		12/15/11	$	48,000	$	96,000	$	192,000		—		—		—		—	—		—		—
James Mylett																										1/1/15		12/17/14	$	58,900	$	170,500	$	410,750		—		—		—	—	—		—		—
		3/26/12		3/26/12		—		—		—	$	9,000	$	72,000	$	144,000		—	—		—	$	72,000			3/25/15		3/25/15		—		—		—	$	15,500	$	124,000	$	248,000	—	—		—	$	124,000
		3/26/12		3/26/12		—		—		—		—		—		—		4,817	—		—	$	53,999			3/25/15		3/25/15		—		—		—		—		—		—	4,728	—		—	$	93,000
		3/26/12		3/26/12		—		—		—		—		—		—		—	13,019	$	11.21	$	52,467			3/25/15		3/25/15		—		—		—		—		—		—	—	12,205	$	19.67	$	77,258
Trent T. McKenna		1/1/12		12/15/11	$	54,750	$	109,500	$	219,000		—		—		—		—	—		—		—			1/1/15		12/17/14	$	35,530	$	113,050	$	306,850		—		—		—	—	—		—		—
		3/26/12		3/26/12		—		—		—	$	14,250	$	114,000	$	228,000		—	—		—	$	114,000			3/25/15		3/25/15		—		—		—	$	16,150	$	129,200	$	258,400	—	—		—	$	129,200
		3/26/12		3/26/12		—		—		—		—		—		—		7,627	—		—	$	85,499			3/25/15		3/25/15		—		—		—		—		—		—	4,926	—		—	$	96,894
		3/26/12		3/26/12		—		—		—		—		—		—		—	20,614	$	11.21	$	83,074			3/25/15		3/25/15		—		—		—		—		—		—	—	12,717	$	19.67	$	80,499
Julie S. Shaeff																										1/1/15		12/17/14	$	28,050	$	89,250	$	242,250		—		—		—	—	—		—		—
																										3/25/15		3/25/15		—		—		—	$	9,563	$	76,500	$	153,000	—	—		—	$	76,500
																										3/25/15		3/25/15		—		—		—		—		—		—	2,917	—		—	$	57,377
																										3/25/15		3/25/15		—		—		—		—		—		—	—	7,530	$	19.67	$	47,665

	Option Awards								Stock Awards								Option Awards

Name	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)(1)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock that Have Not Vested (#)(2)		Market Value of Shares or Units of Stock that Have Not Vested ($)		Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(3)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(4)		Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)(1)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock that Have Not Vested (#)(2)		Market Value of Shares or Units of Stock that Have Not Vested ($)(3)		Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(4)		Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested($)(5)
Brian E. Lane		10,000			$	6.38		5/18/2015										11,369			$	13.15		3/26/2018
																		19,389			$	11.00		3/26/2019
																		19,124			$	12.46		3/25/2020
																		21,122			$	13.87		3/24/2021
		12,039			$	11.94		3/28/2017										54,247			$	11.21		3/26/2022
		11,369			$	13.15		3/26/2018										29,648		14,828	$	13.86		3/20/2023
		19,389			$	11.00		3/26/2019										13,286		26,575	$	16.15		3/19/2024
		12,748		6,376	$	12.46		3/25/2020												34,547	$	19.67		3/25/2025
		7,041		14,081	$	13.87		3/24/2021																		28,362	$	806,048
				52,247	$	11.21		3/26/2022																		19,855	$	564,286
										20,071	$	244,063																		21,745	$	618,000
														48,402	$	588,568														24,700	$	702,000
William George		30,000			$	6.38		5/18/2015										18,120			$	13.15		3/26/2018
		19,302			$	11.94		3/28/2017										19,124			$	12.46		3/25/2020
		18,120			$	13.15		3/26/2018										19,151			$	13.87		3/24/2021
		21,661			$	11.00		3/26/2019										36,454			$	11.21		3/26/2022
		12,748		6,376	$	12.46		3/25/2020										19,923		9,965	$	13.86		3/20/2023
		6,384		12,767	$	13.87		3/24/2021										8,928		17,858	$	16.15		3/19/2024
				36,454	$	11.21		3/26/2022												21,055	$	19.67		3/25/2025
										16,821	$	204,543														18,223	$	517,898
														46,945	$	570,851										13,342	$	379,200
Julie S. Shaeff		7,655			$	11.94		3/28/2017
		7,201			$	13.15		3/26/2018																						14,612	$	415,296
		8,608			$	11.00		3/26/2019																						15,054	$	427,840
		5,065		2,534	$	12.46		3/25/2020
James Mylett																		5,159		10,321	$	16.15		3/19/2024
		2,422		4,844	$	13.87		3/24/2021												12,205	$	19.67		3/25/2025
				13,019	$	11.21		3/26/2022																		8,444	$	239,979
										4,817	$	58,575																		8,444	$	240,000
														18,241	$	221,811														8,726	$	248,000
Trent T. McKenna		5,000			$	6.64		8/24/2014										6,488			$	13.15		3/26/2018
		20,000			$	6.38		5/18/2015										7,266			$	13.87		3/24/2021
		6,870			$	11.94		3/28/2017										20,614			$	11.21		3/26/2022
		6,488			$	13.15		3/26/2018										11,266		5,635	$	13.86		3/20/2023
		7,756			$	11.00		3/26/2019										5,048		10,099	$	16.15		3/19/2024
		5,065		2,534	$	12.46		3/25/2020												12,717	$	19.67		3/25/2025
		2,422		4,844	$	13.87		3/24/2021																		10,619	$	301,792
				20,614	$	11.21		3/26/2022																		7,544	$	135,429
										7,627	$	92,744																		8,263	$	234,840
														17,900	$	217,664														9,092	$	258,400
Julie S. Shaeff																		4,155			$	11.94		3/28/2017
																		7,201			$	13.15		3/26/2018
																		8,608			$	11.00		3/26/2019
																		7,599			$	12.46		3/25/2020
																		7,266			$	13.87		3/24/2021
																		3,019			$	11.21		3/26/2022
																		7,115		3,559	$	13.86		3/20/2023
																		3,189		6,378	$	16.15		3/19/2024
																				7,530	$	19.67		3/25/2015
																										6,512	$	185,071
																										4,765	$	135,429
																														5,218	$	148,320
																														5,383	$	153,000

	Option Awards				Stock Awards				Option Awards				RSU Awards				PSU Awards

Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)(1)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(2)		Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)(1)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(2)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(3)
Brian E. Lane		3,750	$	20,895		22,446	$	251,634		22,039	$	335,754		16,886	$	355,281		22,609	$	475,693
William George		0	$	0		26,895	$	291,463		48,964	$	796,636		11,347	$	238,741		15,193	$	319,661
James Mylett										0	$	0		1,857	$	39,071		0	$	0
Trent T. McKenna										22,225	$	237,368		6,416	$	134,993		8,591	$	179,240
Julie S. Shaeff		20,000	$	99,249		9,388	$	99,591		13,500	$	154,990		4,052	$	85,254		5,426	$	114,163
Trent T. McKenna		0	$	0		9,047	$	95,833

	Cash(1)		Value of Early Vesting Equity(2)		Excise Tax Gross Up		Total Value		Cash(1)		Value of Early Vesting Equity(2)		Excise Tax Gross Up		Total Value

Brian E. Lane	$	1,766,241	$	594,090	$	0	$	2,360,331	$	2,954,837	$	2,610,305	$	391,151	$	5,956,293
William George	$	1,269,996	$	518,490	$	0	$	1,788,486	$	1,947,410	$	1,689,505	$	13,820	$	3,650,735
James Mylett									$	706,194	$	717,411		—	$	1,423,605
Trent T. McKenna									$	637,265	$	979,646	$	0	$	1,616,911
Julie S. Shaeff	$	366,962	$	178,602	$	0	$	545,564	$	496,681	$	603,696	$	0	$	1,100,377
Trent T. McKenna	$	434,163	$	219,980	$	0	$	654,143

Plan Category			Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)							Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)

Equity compensation plans approved by security holders	1,414,930	(1)	$	11.59	(2)	5,085,209		1,100,174	(1)	$	14.69	(2)	3,356,957
Equity compensation plans not approved by security holders	—			—		—		—			—		—
Total	1,414,930					5,085,209	(3)	1,100,174					3,356,957	(3)


		Members of the Compensation Committee
		Alan P. Krusi (Chair) Darcy G. Anderson ~~(Chair)~~ Herman E. Bulls ~~Alan P. Krusi~~ Franklin Myers Vance W. Tang


		Members of the Audit Committee
		~~Franklin Myers~~Constance E. Skidmore (Chair) Alan P. Krusi James H. Schultz ~~Constance E. Skidmore~~Franklin Myers Vance W. Tang ~~Robert D. Wagner, Jr.~~

~~0 14475~~

COMFORT SYSTEMS USA, INC. ANNUAL MEETING OF STOCKHOLDERS Solicited by the Board of Directors of Comfort Systems USA, Inc. The undersigned hereby appoints Brian E. Lane and Trent T. McKenna, and each of them individually, as proxies with full power of substitution, to vote, as designated on the reverse, all shares of Common Stock of Comfort Systems USA, Inc. that the undersigned is entitled to vote at the Annual Meeting of Stockholders thereof to be held on May 16, 2013, or at any adjournment or postponement thereof. ALL SHARES WILL BE VOTED AS DIRECTED HEREIN. IF NO SUCH DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. (Continued and to be signed on the reverse side)