UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

EMCOR GROUP, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

EMCOR GROUP, INC.
301 Merritt Seven
Norwalk, Connecticut 06851

NOTICE OF ANNUAL MEETING

To the Stockholders of EMCOR Group, Inc.

The Annual Meeting of Stockholders of EMCOR Group, Inc. will be held in the Park and Lexington Rooms at The Pierre Hotel, 2 East 61st Street, New York, New York, on Thursday, May 31, 2012 at 10:00 A.M. (local time) for the following purposes:

The Board of Directors has fixed the close of business on April 5, 2012 as the record date for determination of stockholders entitled to receive notice of, and to vote at, our Annual Meeting and any adjournment thereof.

Your attention is respectfully directed to the accompanying Proxy Statement.

By Order of the Board of Directors
Sheldon I. Cammaker
Corporate Secretary

Norwalk, Connecticut
April 18, 2012

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

We have sent or are sending the Notice of Internet Availability of Proxy Materials, which indicates that this Notice of 2012 Annual Meeting of Stockholders and Proxy Statement and our 2011 Annual Report will be made available at www.proxyvote.com. If you wish to receive paper or e-mail copies of any of these materials, please follow the instructions on your Notice of Internet Availability of Proxy Materials. These materials are also available on our website at www.emcorgroup.com/proxyannualreport.

EMCOR GROUP, INC.

PROXY STATEMENT

QUESTIONS AND ANSWERS ABOUT THE 2012 ANNUAL MEETING OF STOCKHOLDERS

What is the purpose of this Proxy Statement?

The EMCOR Board of Directors is soliciting proxies from holders of our Common Stock to vote on the items to be considered at the 2012 Annual Meeting of Stockholders (the “Annual Meeting”), which will be held on May 31, 2012.

What is the Notice of Internet Availability of Proxy Materials?

We have elected to provide access to our proxy materials on the Internet, consistent with the rules of the Securities and Exchange Commission (“SEC”). Accordingly, we are mailing a Notice of Internet Availability of Proxy Materials to our stockholders. You can access our proxy materials on the website referred to in the Notice of Internet Availability of Proxy Materials or you may request printed versions of our proxy materials for the Annual Meeting. Instructions on how to access our proxy materials on the Internet or to request printed versions are provided in the Notice of Internet Availability of Proxy Materials. In addition, you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

The Notice of Internet Availability of Proxy Materials is a document that:

We will begin distributing the Notice of Internet Availability of Proxy Materials on or about April 18, 2012.

For those stockholders who have requested printed copies, we will first send or deliver copies of the proxy materials for our Annual Meeting and our 2011 Annual Report on or about April 18, 2012.

What items of business will be voted on at the Annual Meeting?

At the meeting, we will:

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Who is entitled to vote at the Annual Meeting?

Holders of our Common Stock as of the record date of April 5, 2012 are entitled to notice of and to vote at the Annual Meeting and any postponement or adjournment of the meeting.

How does the Board of Directors recommend holders of Common Stock vote on the business of the meeting?

The Board of Directors recommends stockholders vote their shares:

How many shares can vote at the Annual Meeting?

At the close of business on April 5, 2012, we had 66,743,969 shares of Common Stock outstanding, and each of those shares is entitled to one vote.

How many shares must be present or represented at the Annual Meeting to conduct business?

Under our Amended and Restated Bylaws, the holders of a majority of our shares of Common Stock outstanding on the record date, present in person or by proxy at the Annual Meeting, constitute a quorum to conduct business at the Annual Meeting. Abstentions and broker non-votes will be treated as present for purposes of determining a quorum.

What vote is required to approve each of the items of business?

Election of directors is by a plurality of the votes cast. This means that the ten individuals nominated for the election to the Board of Directors who receive the most “FOR” votes (among votes properly cast in person or by proxy) will be elected.

The affirmative vote of the holders of a majority of the shares of our Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote is required to approve Item 3 listed above and any other matter that may properly come before the meeting.

Because Item 2 asks for a non-binding, advisory vote, there is no “required vote” that would constitute approval. We value the opinions expressed by our stockholders on this advisory vote, and our Board of Directors’ Compensation and Personnel Committee, which is responsible for overseeing and administering our executive compensation programs, will consider the outcome of the vote when designing our compensation programs and making future compensation decisions for our named executive officers. Abstentions and broker non-votes, if any, will not have any effect on the results of those deliberations.

The Board recommends a vote “FOR” each of the nominees listed in this Proxy Statement for director, “FOR” approval of the compensation of our named executive officers, and “FOR” ratification of Ernst & Young as our independent auditors for 2012.

How can I vote my shares at the Annual Meeting?

Voting by Proxy

Holders of our Common Stock may submit a proxy by:

Anthony J. Guzzi, Sheldon I. Cammaker and Mark A. Pompa (the “proxy holders”) have been designated by our Board of Directors to vote the shares represented by proxy at the Annual Meeting. Messrs. Guzzi, Cammaker and Pompa are executive officers of the Company, and Mr. Guzzi is also a director nominee.

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•				The proxy holders will vote the shares represented by your valid and timely received proxy in accordance with your instructions.
•				If you do not specify instructions on your signed proxy when you submit it, the proxy holders will vote the shares represented by the proxy in accordance with the recommendations of our Board of Directors on each item of business listed above.
•				If any other matter properly comes before the Annual Meeting, the proxy holders will vote the shares represented by proxy on that matter in their discretion.

If your shares are held in a brokerage account in your broker’s name or in the name of a bank or other nominee (this is called “street name”), please follow the voting instructions provided by your bank, broker or other nominee. In most cases, you may submit voting instructions by telephone or by Internet to your bank, broker or other nominee, or you can sign, date and return a voting instruction form to your bank, broker or other nominee. If you provide specific voting instructions by telephone, by Internet or by mail, your bank, broker or other nominee must vote your shares as you have directed. If you wish to vote in person at the Annual Meeting, you must request a legal proxy from your bank, broker or other nominee.

Voting other than by Proxy

While we encourage voting in advance by proxy, record holders of our Common Stock also have the option of voting their shares in person at the Annual Meeting.

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

You may change your vote or revoke your proxy before the proxy is voted at the Annual Meeting by:

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker or other holder of record.

What effect do abstentions and broker non-votes have on the items of business?

An abstention on Item 3 identified above will have the effect of a vote against that Item. An abstention on Item 1 or 2 identified above will have no effect on the voting results for that Item.

Broker non-votes may occur because certain beneficial holders of our Common Stock hold their shares in “street name” through a broker or other nominee which is a member of the New York Stock Exchange. Under the rules of the New York Stock Exchange, the only Item to be acted upon at our Annual Meeting with respect to which the broker or such nominee will be permitted to exercise voting discretion is Item 3, the ratification of the appointment of Ernst & Young LLP to serve as our independent auditors for 2012. Therefore, if a beneficial holder of our Common Stock does not give the broker or nominee specific voting instructions on Items 1 or 2, the holder’s shares will not be voted on those Items and a broker non-vote will occur. Broker non-votes will have no effect on the voting results for such Items.

Who will count the votes?

We have retained Broadridge Financial Solutions, Inc. for the receipt, validation and tabulation of the votes at the Annual Meeting.

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

We will publish the results of the voting in a Current Report on Form 8-K within four business days of the Annual Meeting.

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What is Householding?

Stockholders of record who have the same last name and address and who request paper copies of the proxy materials will receive only one copy unless one or more of them notifies us that they wish to receive individual copies. We agree to deliver promptly, upon written or oral request, a set of proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. Stockholders will continue to receive separate proxy cards. If you prefer to receive separate copies of the proxy materials, contact Broadridge Financial Solutions, Inc. at 800-542- 1061 or in writing to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

COMPANY INFORMATION AND MAILING ADDRESS

We are a Delaware corporation. Our mailing address is EMCOR Group, Inc., 301 Merritt Seven, Norwalk, CT 06851, and our telephone number is (203) 849-7800. Our website address is www.emcorgroup.com. References in this proxy statement to “EMCOR,” “Company,” “we,” “us” and “our” refer to EMCOR Group, Inc. and our consolidated subsidiaries, unless the context requires otherwise. Information on our website is not intended to be incorporated into this Proxy Statement.

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CORPORATE GOVERNANCE

We have a long history of good corporate governance practices that has greatly aided our long-term success. Our Board of Directors, which we sometimes refer to as our “Board”, and our management have recognized for many years the need for sound corporate governance practices in fulfilling their respective duties and responsibilities to our stockholders. Our Board and management have taken numerous steps to enhance our policies and procedures to comply with the corporate governance listing standards of the New York Stock Exchange and the rules and regulations of the Securities and Exchange Commission.

Corporate Governance Guidelines. Our Corporate Governance Guidelines provide the framework for our governance. The Nominating and Corporate Governance Committee of our Board, which we refer to as the “Corporate Governance Committee”, regularly reviews corporate governance developments and makes recommendations to our Board with respect to suggested modifications to our Corporate Governance Guidelines.

Independence of Directors. To assist our Board in determining the independence of each director, our Board has adopted categorical Standards for Determining Director Independence, a copy of which is attached to this Proxy Statement as Exhibit A and available at our website at www.emcorgroup.com. To be considered independent our Board must affirmatively determine that the director has no material relationship with us. Our Board has determined that eight of our ten directors, including all members of the Audit Committee of our Board, which we refer to as the “Audit Committee”, the Compensation and Personnel Committee of our Board, which we refer to as the “Compensation Committee”, and the Corporate Governance Committee of our Board are “independent”, as defined by the listing standards of the New York Stock Exchange and all applicable rules and regulations of the Securities and Exchange Commission, and in the case of the Compensation Committee, for purposes of Rule 162(m) of the Internal Revenue Code of 1986, as amended. These eight directors are: Stephen W. Bershad, David A. B. Brown, Larry J. Bump, Albert Fried, Jr., Richard F. Hamm, Jr., David H. Laidley, Jerry E. Ryan, and Michael T. Yonker. The other two directors are Frank T. MacInnis, Chairman of our Board, and until the close of business January 3, 2011, our Chief Executive Officer, and Anthony J. Guzzi, our President and Chief Executive Officer, and, accordingly, are not considered independent.

Executive Sessions of the Board. At regularly scheduled meetings of the Board, non-management directors meet without any Company representatives present. The chairpersons of the Audit Committee, Compensation Committee, and Corporate Governance Committee rotate presiding over those executive sessions.

Board Leadership Structure. The Company has no formal policy regarding the leadership structure of the Board. Mr. Frank T. MacInnis has served as Chairman of our Board since April 1994. From April 1994 to January 3, 2011, Mr. MacInnis was also our Chief Executive Officer. Our Board believes the Company and its stockholders are best served by having Mr. MacInnis continue as Chairman. In this capacity, he can serve as a bridge between the Board and management. As Chairman, Mr. MacInnis presides at meetings of our Board of Directors. In addition, he sets the agenda for our Board meetings in collaboration with our Chief Executive Officer and recommends Board committee appointments and responsibilities in conjunction with the Corporate Governance Committee.

The Company does not have a lead director but, as indicated above, a chairperson of each committee of the Board presides on a rotating basis over regular executive sessions of the non-management members of the Board. Members of management do not attend those sessions. The Board believes that those executive sessions, together with its strong committee system and substantial majority of independent directors, allow the Board to maintain effective oversight of management.

Board Committee Charters. Our Board has adopted written charters for its Audit Committee, Compensation Committee, and Corporate Governance Committee. At least annually, each committee reviews its charter and recommends any proposed changes to the Board for approval. A copy of the charter of each committee is available on our website at www.emcorgroup.com.

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Standards of Conduct. Our Code of Business Conduct and Ethics applies to all of our directors, officers and employees and those of our subsidiaries. In addition, our Board has adopted a separate Code of Ethics for our Chief Executive Officer and senior financial officers which imposes additional ethical obligations upon them.

Stockholder Communications. Stockholders and other interested persons may communicate with members of our Board as a group, or with one or more members of our Board (including non-management directors as a group), by writing to them c/o EMCOR Group, Inc., 301 Merritt Seven, Norwalk, Connecticut 06851, Attention: Corporate Secretary. Such communications will be forwarded to the individuals addressed. However, the Corporate Secretary will not forward communications to the Board that advocate illegal activity, are offensive or lewd, have no relevance to the business or operations of the Company, or constitute mass mailings, solicitations or advertisements. The Corporate Secretary will determine when a communication is not to be forwarded.

Policies and Procedures for Related Party Transactions. Under our written policy regarding transactions with related parties, which policy is contained in our Corporate Governance Guidelines, we generally require that any transaction involving $60,000 or more be approved in advance by our Board or a committee of our Board if we are, or one of our subsidiaries is, a participant in the transaction and if any of the following persons has a direct or indirect material interest in the transaction:

We refer to each of the foregoing as a “Related Party”.

The member of the Board who or whose immediate family member has an interest in the transaction may not participate in the Board approval process. The Related Party must disclose any such proposed transaction, and all material facts relating to the transaction, to the Chairman of our Audit Committee and our General Counsel who is to communicate such information to our Board for its consideration. No such transaction is to be approved unless it is determined that the transaction is in, or is not inconsistent with, our best interests and the best interests of our stockholders.

However, if the transaction principally involves the provision of products and services by one of our subsidiaries in the ordinary course of its business to a Significant Holder, an immediate family member of a Significant Holder, or an entity owned or controlled by a Significant Holder or in which a Significant Holder or an immediate family member of a Significant Holder has a substantial ownership interest, the transaction does not need to be approved by the Board or a Board committee.

In order to ensure that material relationships and Related Party transactions have been identified, reviewed and disclosed in accordance with applicable policies and procedures, each director and executive officer also completes a questionnaire at the end of each fiscal year that requests confirmation that there are no material relationships or Related Party transactions between such individual and the Company other than those previously disclosed to the Company.

During the period from January 1, 2011 and ending March 31, 2012, there was only one series of transactions in which the Company, or any of our subsidiaries, was or is to be a participant and in which any Related Party had or will have a direct or indirect material interest required to be approved by the Board or a Board committee. The transactions in which a Related Party (Mr. MacInnis) had a material interest are described below on page 47 under “Interested Transactions”.

Availability of Corporate Governance Materials. Our categorical Standards for Determining Director Independence, Corporate Governance Guidelines, including policies and procedures for Related Party Transactions, Code of Business Conduct and Ethics, Code of Ethics for our Chief Executive

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Officer and senior financial officers, and other corporate governance materials may be obtained at our website at www.emcorgroup.com or by writing to us at 301 Merritt Seven, Norwalk, Connecticut 06851, Attention: Corporate Secretary.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

During 2011, our Board met ten times, and committees of our Board held an aggregate of 15 meetings. Each director attended at least 75% of the meetings of our Board and committees on which he served during 2011. As provided in our Corporate Governance Guidelines, all directors are expected to attend annual meetings of stockholders, and all of our directors attended the 2011 annual meeting of stockholders.

Our Board has standing Audit, Compensation, and Corporate Governance Committees comprised solely of independent directors as defined in the listing standards of the New York Stock Exchange. The members and the principal responsibilities of these committees are as follows:

The Audit Committee, established in accordance with the rules of the Securities Exchange Act of 1934, is comprised of Messrs. Bershad, Brown, Hamm and Laidley. Among other things, it is responsible for:

The Audit Committee met five times during 2011. Our Board has determined that each of the members of the Audit Committee, Messrs. Bershad, Brown, Hamm and Laidley, are “audit committee financial experts”, within the meaning of the rules of the Securities and Exchange Commission.

The Compensation Committee is comprised of Messrs. Bershad, Bump, Fried, Laidley, Ryan and Yonker. It is responsible for:

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

During 2011, the Compensation Committee held six meetings.

Each year the Compensation Committee reviews the annual salaries of, and considers annual incentive awards for, our Chief Executive Officer and our other executive officers, each of whom is referred to in the Summary Compensation Table for Fiscal Years 2011, 2010 and 2009 on page 22, which we refer to as the “Summary Compensation Table”. It also reviews the annual salary of each of our and our subsidiaries’ other officers and employees whose proposed annual base salary is $400,000 or more. Our Chief Executive Officer participates in portions of the Compensation Committee’s meetings to make recommendations to the Compensation Committee for salary adjustments for those individuals and for the payment of annual incentive awards to all our executive officers, who we refer to collectively as the “named executive officers”. Annual incentive awards for our named executive officers are based upon our performance in meeting pre-established financial objectives during our most recently completed year and an evaluation of the individual executive’s performance in meeting his pre-established personal goals and objectives for the most recently completed year. Our Chief Executive Officer participates in a portion of the meetings of our Compensation Committee and our entire Board during which various compensation issues are discussed. The Compensation Committee considers our Chief Executive Officer’s recommendations regarding salary adjustments and payment of annual incentive awards, arrives at its own recommendations, and then with the participation of the other independent directors, makes its determination regarding salary adjustments and payment of annual incentive awards. The final determination regarding salary adjustments and payment of annual incentive awards are made at meetings without any members of management present. Mr. Frank T. MacInnis, our Chief Executive Officer through the close of business on January 3, 2011 and our Chairman of the Board, is included in the Summary Compensation Table and as such is a “named executive officer”. However, for 2011 Mr. MacInnis received a fixed salary and was not eligible for any annual incentive award, other than a special bonus paid to him in respect of 2011 and listed as such in the Summary Compensation Table.

Annually, during the first quarter of each year, the Compensation Committee establishes that year’s objectives for our financial performance and the personal goals and objectives for each of the named executive officers, upon which the payment of that year’s annual incentive awards for the executive may be based, and the targeted annual incentive awards for each such executive. Those criteria and targeted annual incentive awards are recommended by our Chief Executive Officer, and are reviewed by and ultimately established by the Compensation Committee, together with the participation of the other independent directors. When incentive compensation plans for our named executive officers and other senior executives have been established, those plans have been proposed by management, reviewed by the Compensation Committee, and, at times, reviewed by Mercer, which we refer to as “Mercer”. Mercer is a compensation consultant that the Compensation Committee has engaged annually commencing in 2006 to advise the Compensation Committee with regard to the amount and form of compensation for our named executive officers and to review compensation plans for those officers. Mercer reviews the salaries and other compensation we pay to our named executive officers so that it may advise the Compensation Committee whether compensation paid to those executives is competitive with that paid to executives holding comparable positions at Mercer-selected companies, which are public companies engaged in providing specialty contracting, general construction, and/or facilities services and/or manufacturing of electrical and HVAC products and which companies have a market capitalization and other financial characteristics similar to ours, are organized similarly to the way we are, are focused on the United States market as we are, and with which we may compete for management talent. Mercer also reports upon its assessment of the appropriateness and fairness of our compensation plans when compared to compensation plans for comparable executives at those comparable companies. For 2011, we paid Mercer approximately $106,300 for its services to the Compensation Committee. Mercer is a wholly owned subsidiary of Marsh & McLennan Companies, Inc. (“Marsh”). We also use Mercer and other Marsh subsidiaries (“Other Marsh Subsidiaries”) for consulting on pension related matters, including actuarial services, and for insurance broking and risk

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consulting. We paid Mercer and Other Marsh Subsidiaries an aggregate of approximately $1,600,000 for those services provided to us in 2011. Mercer has been retained for pension related matters, and Other Marsh Subsidiaries have been retained, on behalf of the Company by management, since 1987 and their retention is not subject to Board or Compensation Committee approval.

Our Long Term Incentive Plan, which we refer to as the “LTIP”, provides the methodology for computing a number of stock units annually granted to executives participating in the LTIP. The LTIP also provides for the grant of cash awards which, as set forth in the LTIP, are based upon us achieving an earnings per share objective for a measurement period of three years. The earnings per share objectives for measurement periods are, in accordance with the LTIP, set by the Compensation Committee after receiving recommendations of our Chief Executive Officer. The LTIP was proposed by management, reviewed by Mercer and, after review and modification by the Compensation Committee, approved by it and the other independent directors. The LTIP is further discussed commencing on page 16 in the Section entitled “Compensation Discussion and Analysis” and in the Section entitled “Long Term Incentive Plan” commencing on page 23 which follows the Summary Compensation Table on page 22.

The Corporate Governance Committee, comprised of Messrs. Brown, Bump, Fried, Hamm, Ryan, and Yonker, is charged with:

During 2011, the Corporate Governance Committee held four meetings.

The Corporate Governance Committee annually reviews compensation and other benefits for non-employee members of our Board. When the Corporate Governance Committee determines that a change in director compensation or benefits is appropriate, it submits such recommendation to the Board for its approval. No change in compensation or benefits for directors was made in the 2011 calendar year except that in 2011 the Corporate Governance Committee recommended to the Board, and the Board approved, a program that awards to non-management directors each year following their election to the Board stock options to purchase 20,000 shares of our common stock or a number of restricted stock units with a value equal to the value of those stock options as each director shall elect. Prior to 2011, that annual award consisted only of an award of 20,000 stock options.

RECOMMENDATIONS FOR DIRECTOR CANDIDATES

The Corporate Governance Committee will consider recommendations for candidates for Board membership suggested by Corporate Governance Committee members, other members of our Board, and stockholders. A stockholder who wishes the Corporate Governance Committee to consider his/her recommendations for nominees for the position of director should submit his/her recommendations in writing to the Corporate Governance Committee, c/o Corporate Secretary, EMCOR Group, Inc., 301

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Merritt Seven, Norwalk, Connecticut 06851, together with whatever supporting material the stockholder considers appropriate. The material, at a minimum, should include such background and biographical material as will enable the Corporate Governance Committee to make an initial determination as to whether the prospective nominee satisfies the criteria for directors set out in our Corporate Governance Guidelines. The Corporate Governance Guidelines are available at our website at www.emcorgroup.com. A stockholder may also nominate director candidates by complying with our bylaw provisions discussed commencing on page 47 under “Other Matters”—“Stockholder Proposals.”

If the Corporate Governance Committee identifies a need to replace a current member of our Board, to fill a vacancy in our Board, or to expand the size of our Board, the process to be followed by the committee to identify and evaluate candidates includes:

As provided in our Corporate Governance Guidelines, in its assessment of each potential candidate, the Corporate Governance Committee is to consider the candidate’s achievements in his or her personal career, experience, wisdom, integrity, ability to make independent analytical inquiries, and understanding of the business environment. The Corporate Governance Committee will also take into account the willingness of a candidate to devote adequate time to board duties. The Corporate Governance Committee may also consider any other relevant factors that it may, from time to time, deem appropriate, including the current composition of our Board, the balance of management and independent directors, the need for Audit Committee expertise and the evaluation of all prospective nominees. Candidates have been selected for, among other things, their integrity, independence, diversity of experience, leadership and their ability to exercise sound judgment. Prior experience involving issues relevant to the Company’s business are among the most significant criteria. Final approval of a candidate is determined by the full Board. Consistent with our Corporate Governance Guidelines, in selecting nominees to our Board of Directors, the Corporate Governance Committee considers the diversity of skills and experience that a potential nominee possesses and the extent to which such diversity would enhance the perspective, background, knowledge and experience of our Board of Directors as a whole. The Corporate Governance Committee focuses on obtaining a diversity of professional expertise on our Board of Directors rather than a diversity of personal characteristics.

COMPENSATION DISCUSSION AND ANALYSIS

Overview

The objectives of our executive compensation program for our named executive officers (other than Mr. Frank T. MacInnis who retired as our Chief Executive Officer as of the close of business on January 3, 2011), which officers are referred to in the Summary Compensation Table on page 22, are to attract, retain and motivate key executives with skills necessary to assure our long-term success. Broadly stated, the purposes of the key components of the program insofar as they relate to named executive officers are:

The executive compensation program uses various compensation elements that are geared to both our short-term and long-term performance. In designing these rewards we have applied the following principles:

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•				compensation should reinforce our business strategy and long-term stockholder value creation;
•				a significant portion of named executive officer total compensation should be tied to achievement of our financial objectives as well as the achievement of the named executive officer’s annual individual goals and objectives. When we exceed our financial objectives for the relevant performance period, we reward our named executive officers with incentive awards greater than their respective targeted incentive awards based on financial performance. When our financial performance does not meet the established financial objectives, our named executive officers receive either no incentive awards based on this criteria or incentive awards that are less than their targeted incentive awards. The Compensation Committee sets the objectives for a particular performance period;
•				incentive compensation should reflect both our short-term and long-term financial performance;
•				incentives should align the interests of our stockholders and named executive officers by paying a meaningful portion of incentive awards in equity; and
•				incentive awards should serve as a recruitment and retention device so that named executive officers are motivated to join and stay with us.

The key components of our compensation program are:

We generally condition a named executive officer’s LTIP incentive awards on his remaining employed with us for three years from the date we grant the awards.

We also maintain a 401(k) savings plan. The 401(k) plan provides retirement benefits to the named executive officers. For 2011, our annual contribution to the 401(k) plan for each named executive officer was $11,760.

In severance agreements with our named executive officers, we provide special compensation to each in the event his employment is terminated (i) by us without cause or (ii) by the named executive officer for good reason. (We have set forth the definition of the terms “cause” and “good reason” contained in the severance agreements in the Section entitled “Potential Post Employment Payments”—“Severance Agreements” on page 30).

As indicated above, effective as of the close of business January 3, 2011 Frank T. MacInnis retired as our Chief Executive Officer. Pursuant to a separation agreement dated May 25, 2010 between us and Mr. MacInnis, he served as an employee of the Company acting as an advisor to the Company’s President and Chief Executive Officer during the period January 4, 2011 through December 31, 2011, at which time Mr. MacInnis retired from the Company’s employ. During 2011 Mr. MacInnis’ received an annual salary and participated in the Company’s health and welfare benefits and 401(k) plan generally available to employees, but as of the close of business January 3, 2011 he ceased to be entitled to perquisites that he enjoyed as an executive officer and for 2011 he did not participate in the Company’s annual incentive program for named executive officers except for the award of the special bonus referred to below. The separation agreement also provided that effective December 31, 2010

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Mr. MacInnis would no longer be entitled to additional awards under the LTIP, that his change of control agreement with the Company would terminate and that his severance agreement with the Company would terminate other than with respect to provisions relating to confidentiality, non-competition, and non-solicitation. Because Mr. MacInnis was our Chief Executive Officer through January 3, 2011 he is included in the Summary Compensation Table; however, for purposes of this Compensation Discussion and Analysis, unless otherwise indicated, Mr. MacInnis should not be deemed among the “named executive officers”.

The Compensation Committee has principal responsibility for setting the compensation for our named executive officers and other senior officers. To assist the Compensation Committee, annually it retains Mercer as a compensation consultant to review the compensation payable to our named executive officers. The assignments to Mercer have been made by the Chairman of the Compensation Committee. To assist the Compensation Committee in its compensation discussions and decisions, which includes salary levels, targeted annual incentive awards, financial measurements for incentive awards, and LTIP targeted performance-based cash incentive awards for multi-year periods, as discussed below, Mercer presents compensation information compiled from proxy data and Forms 8-K from companies in a comparator group of companies developed by Mercer with input from management. This information includes annual base salary, annual bonuses, long-term incentives, including stock option and restricted stock awards, and targeted long-term incentive performance plan awards.

For 2011, Mercer’s comparator group of companies included the following 18 public companies engaged in providing specialty contracting, general construction, and/or facilities services and/or manufacturing of electrical and HVAC products and which companies have a market capitalization and other financial characteristics similar to ours, are organized similarly to the way we are, are focused on United States markets as we are, and with which we may compete for management talent.

ABM Industries Incorporated
AECOM Technology Corporation
Chicago Bridge & Iron Company N.V.
Cooper Industries plc
Dycom Industries, Inc.
Foster Wheeler AG
Granite Construction Incorporated
Jacobs Engineering Group, Inc.
KBR, Inc.
Lennox International, Inc.
MasTec, Inc.
Regal Beloit Corporation
Shaw Group, Inc.
TetraTech, Inc.
Thomas & Betts Corp.
Tutor Perini Corporation
URS Corporation
Willbros Group, Inc.

We refer to these companies as the “Comparator Companies”. During 2011 the Compensation Committee made certain changes to our comparator group, adding some companies to the group and dropping others, so as to have Comparator Companies that are more comparable to us.

Each year the Compensation Committee reviews the annual salaries of, and considers annual incentive awards and any discretionary special bonuses for, our Chief Executive Officer and our other named executive officers. It also reviews the annual salaries of our other officers and employees and those of our subsidiaries whose proposed annual base salary is $400,000 or more. Our Chief Executive

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Officer participates in portions of the Compensation Committee’s meetings to make recommendations to the Compensation Committee for salary adjustments and for the payment of annual incentive awards and any discretionary special bonuses. Payments of annual incentive awards for 2011 for the named executive officers are set out in the Summary Compensation Table on page 22 and were based upon our performance in meeting pre-established financial objectives for the year and an evaluation of the individual named executive officer’s performance in meeting his pre-established personal goals and objectives for the year. The Summary Compensation Table also sets out amounts paid in respect of discretionary special bonuses. The Compensation Committee considers our Chief Executive Officer’s recommendations regarding salary adjustments and payment of annual incentive awards and any special bonuses, arrives at its own recommendations, and then with the participation of the other independent directors, makes its final determination regarding salary adjustments and payment of annual incentive awards and any discretionary special bonuses at a meeting without any members of management being present.

Our Chief Executive Officer meets with the Compensation Committee during the first calendar quarter of each year to discuss for that year targeted annual incentive awards for each named executive officer and objectives for our financial performance for the year and personal goals and objectives of each named executive officer for the year upon which the payment of that year’s annual incentive awards may be based. Targeted annual incentive awards for each of our named executive officers for the year, our financial goals for that year, and the personal goals and objectives for each such executive for that year are recommended by our Chief Executive Officer and are reviewed by and ultimately established by the Compensation Committee, together with the participation of the independent directors, at a meeting without any members of management being present.

Because, as discussed below, our annual incentive awards to named executive officers are capped at no more than 250% of annual base salary and our LTIP provides for the award of stock units vesting, generally, over a three year period and the potential of a cash award depending on earnings over a three year period, our Board does not believe its named executive officers are encouraged to take excessive or unnecessary risk. In addition, our Board does not believe that our compensation policies and practices for employees generally are reasonably likely to have a material adverse effect on the Company.

At our 2011 Annual Meeting of Stockholders over 89% of the shares present at the meeting (excluding abstentions and broker non-votes) were cast in favor of a resolution to approve, on an advisory basis, the compensation of our named executive officers as set out in our proxy statement for that meeting. Given this high percentage of votes in favor of our executive compensation, the Compensation Committee determined to keep our compensation practices in place for 2012.

Annual Base Salary

Annual base salary serves as a foundation of our compensation program. We determine the other key components of the program with reference to base salary, including annual and long-term incentives and termination payments.

We intend annual base salary and perquisites to reward the expertise and experience and sustained performance of the named executive officers, each of whom (other than Mr. Anthony J. Guzzi, who is our President and recently elected Chief Executive Officer) has been with us for more than fifteen years. Base salaries are reviewed annually, and we have generally increased named executive officer salaries to reflect promotions or increased responsibilities, when appropriate, and to remain competitive with those paid by Comparator Companies. For 2011, Mr. Guzzi’s base salary was increased by approximately 35% to $950,000 and Mr. Pompa’s base salary was increased by approximately 10% to $560,000 so as to make their annual base salaries competitive with those paid to chief executive officers and chief financial officers, respectively, of comparable companies.

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Annual Incentive Program

Annual incentive awards form a significant element of annual compensation under our compensation program. For more than the past five years named executive officer annual incentive awards have been based, in large part, on pre-established annual financial results emphasizing pay-for- performance. We expect annual incentive awards to motivate our named executive officers to improve performance on an annual basis. Such performance improvements should lead to sustained growth and ultimately to enhanced stockholder value.

Annual incentive awards based upon our financial results are made under our Key Executive Incentive Bonus Plan. For 2011, each named executive officer had a targeted annual incentive award based on 2011 financial results as well as a targeted annual incentive award based on his meeting certain pre-established personal goals and objectives. The maximum potential aggregate annual incentive awards payable for 2011 to Messrs. Guzzi and Pompa were 250% and 220%, respectively, of their respective 2011 base salaries and to each other named executive officer were 200% of their respective 2010 base salaries. We refer to a named executive’s maximum potential aggregate annual incentive awards sometimes as his “Maximum Potential Incentive Award.”

For Messrs Guzzi and Pompa, their 2011 targeted annual incentive awards, based upon our meeting certain financial measurements for 2011, were 100% and 88%, respectively, of their respective annual base salaries, and for Messrs. Sheldon I. Cammaker, our Executive Vice President, General Counsel and Secretary, and R. Kevin Matz, our Executive Vice President—Shared Services, their 2011 targeted annual incentive awards, based upon our meeting those 2011 financial measurements, were 80% of their respective 2011 annual base salaries. We refer to this targeted annual incentive award sometimes as the “Financial Target Bonus”. The exact amount of each Executive’s 2011 annual incentive award that we would pay based on our financial performance ranged from 0% to the maximum percentage of his annual base salary indicated in the immediately preceding paragraph, depending on our 2011 earnings per share and the ratio of our 2011 positive operating cash flow to our 2011 operating income. When we refer to earnings per share with respect to our Annual Incentive Program, we mean earnings per share on a fully diluted basis from continuing operations. However, in calculating such 2011 earnings per share and operating income for purposes of determining annual incentive awards there was, as provided in the program, to be excluded from such calculations (a) non-cash charges directly associated with the write-down of balance sheet values of assets, (b) investment banking, consulting, legal, and accounting fees and related disbursements directly associated with any proposed or consummated (i) sale or disposition of Company assets or securities or (ii) acquisition or investment, (c) the effect of any changes in statutory tax rates from those in effect on March 16, 2011, (d) restructuring charges due to a sale or closure of a subsidiary’s business, and (e) the cumulative effect of any change in accounting principles. For the purpose of calculating operating cash flow, amounts that are the subject of clauses (a) through (e) above were, as provided in the program, excluded from such calculation. Mr. Guzzi, our Chief Executive Officer during 2011, together with other named executive officers, developed proposed 2011 financial measurements on which to base the payment of the annual incentive awards based on financial measurements under our Key Executive Incentive Bonus Plan. Mr. Guzzi then proposed to the Compensation Committee the financial measurements. Our Compensation Committee considered the recommendations and established financial measurements for those annual incentive awards in March 2011, taking into account the recommendations of management, our 2011 budget, and annual earnings per share guidance for 2011 that we gave to the equity markets. No annual incentive award based on these financial measurements was to be payable unless we achieved such earnings per share for 2011 (adjusted to exclude certain charges as described above in this paragraph, which earnings per share we refer to herein as “adjusted earnings per share”) in excess of $1.20 and 2011 positive operating cash flow (adjusted to exclude certain amounts as described above in this paragraph, which cash flow we refer to herein as “adjusted positive operating cash flow”) of at least 30% of 2011 operating income (adjusted to exclude certain charges as described above in this paragraph, which operating income we refer to herein as “adjusted operating income”). Consequently, the financial measurements emphasized earnings as well as positive operating cash flow—a measure of quality of earnings—and we linked it to guidance we provided to the equity markets.

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In order for a named executive officer to be entitled to his 2011 Financial Target Bonus (a) our 2011 adjusted earnings per share had to be at least $1.50, slightly above the low end of our initial 2011 earnings per share guidance range of $1.45 to $1.85 per share that was provided to the equity markets in February 2011, and (b) the ratio of our 2011 adjusted positive operating cash flow to our 2011 adjusted operating income had to be at least 60%. If adjusted earnings per share were less than $1.50 but at least $1.21, each named executive officer’s actual annual incentive award that was based on financial measurements would have been less than his Financial Target Bonus in accordance with a matrix adopted by the Compensation Committee, which we refer to as the “Matrix”. The Matrix also took into account the amount, if any, by which the ratio of 2011 adjusted positive operating cash flow to 2011 adjusted operating income was less than 60%. If 2011 adjusted earnings per share were in excess of $1.50, each named executive officer’s actual annual incentive award based on financial measurements for 2011 could be greater than or less than his Financial Target Bonus in accordance with the Matrix, depending upon the ratio of adjusted positive operating cash flow to adjusted operating income but could not exceed his Maximum Potential Incentive Award, and as indicated above, if adjusted earnings per share did not exceed $1.20, no annual incentive award for 2011 based on financial measurements would be paid to any named executive officer. Furthermore, as indicated above, no such annual incentive awards would be paid if the ratio of our 2011 adjusted positive operating cash flow to 2011 adjusted operating income was less than 30%.

In addition, as indicated above, under our Annual Incentive Program, during the first quarter of each calendar year, our Chief Executive Officer and each other named executive officer agree on the named executive officer’s personal goals and objectives for the year, which are in addition to his normal duties and responsibilities. The Compensation Committee reviews those goals and objectives, which are subject to its approval. In the case of our Chief Executive Officer, the Compensation Committee and our Chief Executive Officer agree on his annual personal goals and objectives. Under the program we can pay a named executive officer an annual incentive award based on achieving his annual personal goals and objectives of up to two times a designated percentage of his annual base salary.

Following the end of each year, our Chief Executive Officer reports to the Compensation Committee on our financial results and on how well each named executive officer performed in meeting his personal goals and objectives, and the Compensation Committee, with the approval of the other independent directors, determines the amount to be paid to each named executive as his annual incentive awards. The determination of these annual incentive awards are made without any member of management present.

For 2011, our adjusted earnings per share were $1.88, and the ratio of our 2011 adjusted positive operating cash flow to 2011 adjusted operating income was approximately 70% which, in accordance with the 2011 Matrix, permitted payment to each named executive officer the following approximate percentages of his 2011 annual base salary in respect of our financial performance: Mr. Guzzi, 154%; Mr. Pompa, 136%; and Messrs. Cammaker and Matz, each 123%. This was the actual annual incentive award made by the Compensation Committee to each named executive officer for 2011 in respect of our financial performance. In addition, the Compensation Committee made annual incentive awards to the named executive officers based upon achievement of their respective personal goals and objectives. For 2011, Messrs. Guzzi and Pompa were awarded approximately 39% and 34% of their respective 2011 base salaries, and Messrs. Cammaker and Matz were each awarded 31% of their respective 2011 base salaries, based upon achievement of their respective personal goals and objectives.

Under the terms of the program, the Compensation Committee could have, in its sole discretion, reduced the payment of any named executive officer’s annual incentive award based on financial measurements even though those financial measurements called for payment of the percentages provided for in the Matrix. In the exercise of its discretion the Compensation Committee and the independent members of our Board could have taken into account whatever factors they deemed appropriate in exercising negative discretion and could have awarded a percentage less than that called for by the Matrix. The Compensation Committee, in its sole discretion, also could have awarded in

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respect of each named officer’s personal goals and objectives a percentage of his 2011 base salary ranging from zero to twice the percentage designated for him.

The 2011 aggregate annual incentive awards made to each named executive officer totalled less than his Maximum Potential Incentive Award and represented the following approximate percentages of their respective 2011 base salaries: Mr. Guzzi, 193%; Mr. Pompa, 170%; and Messrs. Cammaker and Matz, each, 154%.

Special Bonuses and Awards

The Compensation Committee also decided to award to the named executive officers, including Mr. MacInnis, special bonuses to reflect their efforts during 2011 in successfully disposing of Comstock Canada Ltd., which the Company concluded was no longer a core operation of the Company, and in acquiring companies so as to expand our footprint in markets in which we have not previously engaged. Accordingly, in March 2012 the Compensation Committee awarded the following special cash bonuses: Mr. MacInnis, $823,000; Mr. Guzzi, $634,000; Mr. Pompa, $366,000; Mr. Cammaker, $386,000; and Mr. Matz, $333,000. These cash bonuses are reflected under the “Bonus” column of the Summary Compensation Table on page 22 and are in addition to the payments each received in respect of their annual incentive awards for 2011.

In addition, in May 2011 the Compensation Committee decided, by reason of his assumption of the position of our Chief Executive Officer, to award Mr. Guzzi 80,000 stock units entitling him to 80,000 shares of our Common Stock on May 9, 2015 provided Mr. Guzzi remains in our employ through that date. However, if he is terminated by us by reason of his disability or without cause, if he terminates his employment with us for good reason, if there is a change in control of the Company or if he dies, then he or his estate shall be promptly issued those shares. The terms “cause”, “good reason”, “change of control”, and “disability” are substantially the same as those terms are described on page 33 under “Potential Post Employment Payments—Long Term Incentive Plan”. The Compensation Committee concluded that this stock unit award would further align the interests of Mr. Guzzi with our stockholders.

Long Term Incentive Plan

We provide a significant portion of our named executive officers’ compensation through our LTIP. The LTIP provides incentives which foster executive recruitment and retention, reward long-term financial performance, and align management and stockholder interests. Before we adopted the LTIP, Mercer advised the Compensation Committee that the LTIP as proposed should accomplish these objectives with its focus on long-term financial performance, cash and equity awards competitive with those granted by Mercer’s list of comparable companies, and use of equity for alignment with stockholder returns.

Each participant in the LTIP, including each named executive officer, is entitled each year to an award based on a multiplier (or percentage), which we refer to as the “Multiplier,” of his annual base salary rate at the end of the previous year. We refer to this award as the “LTIP Target Bonus”.

Specifically, the LTIP Target Bonus consists of:

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				“Potential Post Employment Payments”—“Long Term Incentive Plan”.) Thus, a meaningful portion of the named executive officer’s total compensation is tied to our stock performance; and
•				an award of a potential performance-based cash incentive award, which we refer to sometimes as the “LTIP Cash Target Bonus”, and which is the performance component. This component provides for the annual establishment of three year measurement periods. The award year and the two ensuing years make up each measurement period. Each named executive officer may receive a performance-based cash incentive award, depending upon how closely our actual aggregate earnings per share for the three year measurement period compare to a pre-established earnings per share objective for that measurement period. The Compensation Committee sets the earnings per share objectives. When we refer to “earnings per share” with respect to our LTIP, we mean earnings per share on a fully diluted basis. However, earnings per share with respect to three year measurement periods commencing on or after January 1, 2010 are to be computed without giving effect to (a) non-cash charges directly associated with the write-down of balance sheet values of assets, (b) investment banking, consulting, legal, and accounting fees and related disbursements directly associated with any proposed or consummated (i) sale or disposition of Company assets or securities or (ii) acquisition or investment, (c) the effect of any changes in statutory tax rates from those in effect on March 29, 2010, (d) restructuring charges due to a sale or closure of a subsidiary’s business, and (e) the cumulative effect of any change in accounting principles and, with respect to three year measurement periods commencing on or after January 1, 2012 earnings per share on a fully diluted basis are also to be computed without giving effect to charges relating to withdrawal liabilities in connection with multi-employer pension plans and lump sum surcharges assessed by any multi-employer pension plan to ameliorate an underfunding in such plan. We use the three year measurement period to extend a named executive officer’s focus over multiple-year periods. This is intended to help achieve positive sustained long-term financial results and to align the named executive officer’s interests with longer-term stockholder interests. If we achieve 100% of the earnings per share objective that the Compensation Committee established for a measurement period, the named executive officer will receive 100% of his LTIP Cash Target Bonus. If we achieve 50% of the earnings per share objective for a measurement period, the named executive officer will receive 50% of his LTIP Cash Target Bonus. If we fail to achieve our minimum objectives of at least 50% of the pre-established earnings per share objective for a measurement period, no performance-based cash incentive award is payable in respect of that measurement period. If we exceed the pre-established earnings per share objective for the measurement period by 120% or more, the named executive officer will receive 200% of his LTIP Cash Target Bonus. For earnings per share falling between 50% and 100% of the earnings per share objective for the measurement period or between 100% and 120% of the earnings per share objective, the percentage of his LTIP Cash Target Bonus is interpolated from 50% to 100% of his LTIP Cash Target Bonus and from 100% to 200% of his LTIP Cash Target Bonus, respectively. The named executive officer would not be entitled to any performance-based cash incentive award for any measurement period in which his employment is terminated by us for cause or in which he leaves our employment without good reason. However, if, during a measurement period, his employment is terminated by us without cause, by him for good reason or by reason of his death, disability or retirement at age 65 or older, he would, nevertheless, be entitled to a pro rata amount of the performance-based cash incentive award that he would have received had he been employed by the Company for that measurement period. (We have set forth the definition of the terms “cause”, “good reason” and “disability” under our LTIP on page 33 in the Section entitled “Potential Post Employment Payments”—“Long Term Incentive Plan.”)

Under the terms of the LTIP, we established for each LTIP participant, including each named executive officer, a Multiplier (or percentage) of his annual base salary rate. The Multiplier for each named executive officer, which is set out in the LTIP (subject to change annually by the Compensation

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Committee for each named executive officer), for 2011 was as follows: Mr. Guzzi, 200% and Messrs. Mr. Cammaker, Mr. Matz, and Pompa, each 125%. In the opinion of Mercer, the Multiplier for each named executive officer, when applied to a percentage of his annual base salary rate as of the end of the previous year, resulted in an LTIP Target Bonus for each named executive officer which was competitive with those provided by comparable companies. Any change in the Multiplier for a named executive officer would change the basis for computing his potential cash incentive award under the LTIP as well as the number of stock units he is to receive annually. In connection with his elevation to the position of Chief Executive Officer, Mr. Guzzi’s Multiplier, for 2011 and for the measurement period commencing on January 1, 2011, was increased from 150% to 200%, which had been the Multiplier of Mr. MacInnis when he participated in the LTIP.

The Compensation Committee believes this LTIP two-part retention and performance program provides a balance between market-based incentives and multi-year financial-based awards. Market-based incentives, such as equity awards, provide a strong link to stockholder value creation. Financial- based awards based upon multi-year periods provide a direct link to long-term corporate performance.

In addition, the Board believes that because part of each LTIP award is in stock units generally vesting three years from the grant date and the balance is payable in cash based on the Company’s financial performance over a three year period, which amount is capped based on a percentage of annual base salary rate, the LTIP does not encourage excessive or unnecessary risk taking by participants in the LTIP, including our named executive officers.

Under the terms of the LTIP, in 2009 the Compensation Committee established a measurement period consisting of calendar years 2009, 2010 and 2011 pursuant to which performance-based cash incentive awards may be paid to LTIP participants, including our named executive officers as well as Mr. MacInnis. The actual amount payable in respect of each participant’s LTIP Cash Target Bonus for this measurement period, 50% of the product of his Multiplier and his annual base salary rate as of December 31, 2008, was dependent upon how our Company’s earnings per share for that period measured up against the earnings per share objective for the period, which was $5.40 per share. Because our aggregate earnings per share for the 2009 – 2011 measurement period was $2.98, only 55% of the $5.40 earnings per share objective for that measurement period (due principally to non-cash impairment charges with respect to goodwill and intangibles), in accordance with the LTIP, each named executive officer, as well as each other participant in the LTIP, was paid in March 2012 55% of his LTIP Cash Target Bonus. The amount of the LTIP cash payment to each named executive officer (including Mr. MacInnis) is included under the “Non-Equity Incentive Plan Compensation” column for 2011 of the Summary Compensation Table on page 22.

In connection with Mr. MacInnis’ retirement as our Chief Executive Officer effective as of the close of business January 3, 2011, the Compensation Committee determined that, although he would continue in the Company’s employ, Mr. MacInnis would no longer be entitled to participate in the LTIP with respect to awards of stock units or with respect to performance-based cash incentive awards for the year or measurement period commencing January 1, 2011. In addition, pursuant to his separation agreement the Company and Mr. MacInnis agreed that, notwithstanding his retirement from the Company’s employ on December 31, 2011 after reaching age 65, any amounts payable to him under the LTIP in respect of the 2009 – 2011 measurement period shall be only 2/3 of the amount he would otherwise be entitled to under the terms of the LTIP had he remained employed by us through December 31, 2011 and in respect of the 2010 – 2012 measurement period shall be only 1/3 of the amount he would otherwise be entitled to under the LTIP had he remained employed by us through December 31, 2012. Because Mr. MacInnis retired on December 31, 2011 after he reached age 65, in accordance with the terms of the LTIP, stock units granted to him in January 2009 and January 2010 vested on December 31, 2011 and the shares issuable in respect thereof will be issued to him on July 1, 2012.

In January 2011, pursuant to the terms of the LTIP each named executive officer (other than Mr. MacInnis), as well as each other participant in the LTIP, was awarded a number of stock units entitling him to receive in February 2014 an equal number of shares of our Common Stock provided he is continuously employed by us through January 3, 2014. However, if his employment is terminated by us without cause, by him for good reason, or by reason of his death, disability or retirement at age 65 or

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older, he will, nevertheless, be entitled to those shares. The number of stock units awarded to each named executive officer was determined by dividing the closing price of a share of our Common Stock on the New York Stock Exchange on January 3, 2011 by 50% of the product of the named executive officer’s then Multiplier and his annual base salary rate as of December 31, 2010. The aggregate grant date fair value of the stock units awarded in 2011 to each named executive officer based on Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 is included under the “Stock Awards” column for 2011 of the Summary Compensation Table on page 22.

In March 2011, under the LTIP, the Compensation Committee also established for the measurement period consisting of the 2011 – 2013 calendar years an earnings per share objective of $6.00. Each named executive officer’s LTIP Cash Target Bonus for that measurement period is 50% of the product of his annual base salary rate as of the end of 2010 and his Multiplier set out in the last paragraph commencing on page 17. The amounts set out in the Table entitled Grants of Plan-Based Awards in Fiscal Year 2011 on page 25 identified with footnote (6) indicates the range of performance-based cash incentive awards each named executive officer may receive in respect of the 2011 – 2013 measurement period if we achieve for that measurement period (i) the minimum earnings per share objective of $3.00, (ii) the earnings per share objective of $6.00, or (iii) at least 120% of the earnings per share objective, or $7.20. As indicated earlier, if we do not achieve the minimum earnings per share objective for the 2011 – 2013 measurement period, we will not pay any of the LTIP performance-based cash incentive awards identified in the Grants of Plan-Based Awards in Fiscal Year 2011 Table.

Percentage of Incentive Compensation

We believe our annual and LTIP incentive awards motivate our named executive officers to seek sustained positive financial performance. A significant portion of the named executive officers’ compensation is incentive compensation based on objective financial performance. The LTIP incentive awards, in part, expose management to the risk that our stock value will go down and are conditioned on the named executive officer staying employed with us for a significant period of time.

For 2011, the percentages of targeted incentive compensation (including restricted stock units) to total targeted compensation (including restricted stock units) of the named executive officers ranged from approximately 32% to 49%, and the equity component percentage of the named executive officers’ total targeted compensation (including restricted stock units) ranged from approximately 17% to 52%. Of their 2011 total targeted compensation (including restricted stock units), the percentages that were forfeitable ranged from approximately 34% to 67%. In Mr. MacInnis’ case, for 2011 he had no targeted incentive compensation and because he did not participate in the LTIP for 2011, his 2011 compensation had no equity component and no part of his 2011 compensation was forfeitable.

Corporate Tax Deduction on Compensation in Excess of $1 Million a Year

Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended, which we refer to as the “Code”, generally limits how much compensation public companies may deduct on their U.S. federal income tax returns for compensation paid to certain executive officers. Public companies generally may deduct up to $1 million of compensation they pay to any employee who on the last day of the year is a named executive officer. Compensation may qualify for an exemption from the deduction limit if it satisfies certain conditions under Section 162(m). The Compensation Committee considers the impact of this rule when developing and implementing our executive compensation plans. While we have designed much of our annual incentive awards and the LTIP performance-based cash incentive awards to qualify for an exemption from the limitation on deductible compensation, not all the annual incentive awards and LTIP awards qualify under Section 162(m). To the extent a named executive officer’s annual incentive award is paid based on achievement of his personal goals and objectives (and a portion was so paid for 2011), the award would not, and did not, qualify under Section 162(m). In addition, the special bonuses paid to our named executive officers did not qualify under Section 162(m). Also, awards of stock units under the LTIP, and the special award of stock units to Mr. Guzzi in May 2011, which vest over the passage of time, do not qualify under Section 162(m). The

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Compensation Committee does not require that all compensation qualify under Section 162(m) because it believes that it is important to preserve flexibility in administering compensation programs.

Accounting Treatment

When designing the elements of compensation, the Compensation Committee considers the impact of accounting treatment and avoids structuring awards that would require that they be marked to market at the end of each accounting period which could otherwise result in additional expenses to the Company or additional net income to the Company dependent upon their periodic change in value.

Retirement Plans, Severance Arrangements, and Stock Options

Retirement Plans

As indicated above, we provide our sole retirement benefits through our 401(k) plan pursuant to which we made a matching contribution of $11,760 for the account of each named executive officer for 2011. We base the amount of our contribution for named executive officers on a formula set forth in the terms of the plan that applies to all employees participating in our 401(k) plan. Because there is no retirement benefit enhancement for named executive officers, the Compensation Committee does not consider gains from stock option or stock awards in setting retirement benefits for each named executive officer.

Severance Arrangements

In light of our modest retirement benefits and the existence of employment agreements for several years with our named executive officers other than Mr. Guzzi (who did not join us until October 2004), which employment agreements we decided not to renew when they expired December 31, 2004, the Compensation Committee decided to enter into severance agreements with our named executive officers in 2005; however, the severance agreement (other than its provisions relating to confidentiality and non-competition and non-solicitation) between the Company and Mr. MacInnis terminated on December 31, 2010. The terms of the severance agreements reflected market practice and advice provided to the Compensation Committee by Mercer and outside counsel engaged by the Compensation Committee and take into account the named executive officers’ past accomplishments. If a named executive is terminated without cause or if he terminates his employment for good reason, his severance agreement provides him with a severance benefit equal to (a) two years of his annual base salary and (b) a prorated amount of his annual incentive awards. The severance agreements and other enhanced severance benefits referred to in this Section as well as the terms “cause” and “good reason” are described commencing on page 29 under “Potential Post Employment Payments”—“Severance Agreements”.

In addition, if the named executive officer is terminated without “cause” or if he terminates his employment for “good reason”, as those terms are defined on page 33 in the Section entitled “Potential Post Employment Payments”—“Long Term Incentive Plan”, we will under the LTIP provide him with:

Change of Control Agreements

Each of our named executive officers is a party to a change of control agreement so that if we experience a change of control we can provide security to them during the period of change of control in order that they can focus on our business, making decisions which are in our best interests and the best interests of our stockholders, even if such decisions lead to their departure and in order that we may retain these individuals during that period and the transition to new ownership; however, pursuant

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to the separation agreement between Mr. MacInnis and the Company, the change of control agreement between him and the Company terminated on December 31, 2010. These change of control agreements provide for enhanced severance benefits if, within two years of the date we experience a change of control, the executive terminates his employment for good reason or the executive’s employment is terminated involuntarily, other than for cause, death or disability. The enhanced severance benefits payable in the event of severance after a change of control are described below in the Section entitled “Potential Post Employment Payments”—“Change of Control Agreements” commencing on page 35. If severance benefits are paid to a named executive officer under a change of control agreement, no payments are to be made to him under his severance agreement. The terms and provisions of the change of control agreements reflected competitive market practices and advice provided by outside counsel to the Company and were not derived primarily from a negotiation process with our executives. The terms “cause”, “good reason” and “change of control” as used in the change of control agreements are defined on pages 35 and 36.

Excise Tax Gross-Ups

The severance payments and other payments and benefits our named executive officers would receive in connection with a change of control could trigger an excise tax, payable by our named executive officers. In that case, under the terms of the change of control agreements we are to make gross- up payments to those named executive officers so that they receive the same economic benefit they would have received if the excise tax were not imposed. These gross-up payments would be provided even though we cannot deduct them from our own taxable income, because we believe our named executive officers should receive the full economic benefit of the protections we have offered them.

Stock Options

Two of the outstanding stock options granted to each of the named executive officers (other than Mr. Guzzi) provide that if such individual’s employment is terminated without cause or if he terminates his employment for good reason, the period during which the stock options are exercisable continues following the termination of his employment for the remainder of the option term. One grant of outstanding stock options to those individuals and the two grants of outstanding stock options to Mr. Guzzi provide that such options are exercisable for the shorter of two years from the termination date of the named executive’s employment with the Company or the remainder of the option term if the named executive officer is terminated without cause or if he terminates his employment for good reason. The terms “cause” and “good reason” as defined in the stock option agreements are substantially the same as they are defined in the severance agreements described commencing on page 29 under “Potential Post Employment Payments”—“Severance Agreements”. All stock options granted to our named executive officers are presently vested. Under the terms of his separation agreement, Mr. MacInnis had agreed that if during 2011 his employment with the Company was terminated without cause or he terminated his employment for good reason, he could exercise his stock options only until the earlier of March 30, 2012 or the date as of which the options would otherwise expire in accordance with their terms. Because he retired from the Company’s employ as of December 31, 2011, in accordance with terms of his stock options, Mr. MacInnis could only exercise his stock options prior to March 31, 2012, which he did.

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EXECUTIVE COMPENSATION AND RELATED INFORMATION

The following Table sets forth information with respect to the compensation of Frank T. MacInnis, our Chief Executive Officer until January 3, 2011, Anthony J. Guzzi, who succeeded Mr. MacInnis as our Chief Executive Officer, our Chief Financial Officer, and our two other executive officers, who we refer to collectively as the “named executive officers”, based on total compensation for fiscal 2011.

Summary Compensation Table for Fiscal Years 2011, 2010 and 2009

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suitable for entertaining clients and other business contacts which in Mr. Cammaker’s case was $25,794 and (b) in the case of each named executive officer the value of additional time-based stock units awarded in October 2011 equal in value to our October 2011 cash dividend which would have been paid with respect to shares of our Common Stock underlying outstanding LTIP stock units and in Mr. Guzzi’s case, the 80,000 additional time-based stock units awarded to him in May 2011 and referred to in footnote (1) above; premiums paid for excess liability insurance of $10 million; and the incremental cost of the spouse or companion of the named executive officer accompanying him to one weekend Board meeting, where applicable. The amounts in this column also include the cost of premiums paid by us for term life insurance for each named executive officer as follows: Mr. MacInnis, $0; Mr. Guzzi, $4,620; Mr. Pompa, $2,559; Mr. Cammaker, $15,523; and Mr. Matz $1,472. In addition, the amounts reported in this column include reimbursement for taxes on certain of the foregoing perquisites for each of the named executive officers as follows: Mr. MacInnis, $1,758; Mr. Guzzi, $23,723; Mr. Pompa, $25,737; Mr. Cammaker, $45,568; and Mr. Matz, $24,169. For 2011, the amounts also include matching contributions of $11,760, provided by us under our 401(k) Retirement Savings Plan for the account of each named executive officer.

Proportion of 2011 Salaries and Bonuses to Total 2011 Compensation

The approximate percentage of each named executive officer’s 2011 salary and bonus of his total 2011 compensation reported in the Summary Compensation Table on page 22 is as follows: Frank T. MacInnis, 76%; Anthony J. Guzzi, 22%; Mark A. Pompa, 38%; Sheldon I. Cammaker, 39%; and R. Kevin Matz, 40%. There can be no assurance that the total compensation amounts reported in that Table will be realized.

Annual Incentive Awards

Under our Annual Incentive Program, as authorized by and pursuant to the terms of our Key Executive Incentive Bonus Plan, the Compensation Committee establishes annual financial objectives for us and individual performance goals and objectives for each named executive officer. These objectives are the basis on which a determination is made whether the named executive officer should receive an annual incentive award and, if so, the amount of such award. The annual incentive awards for 2011 and the basis on which they were made are discussed on pages 13 through 16 in the Section entitled “Compensation Discussion and Analysis”. For 2011, the maximum annual incentive awards for Messrs. Guzzi and Pompa were 250% and 220%, respectively, of their respective 2011 annual base salaries and for Messrs. Cammaker and Matz were 200% of their respective 2011 annual base salaries. For 2011, the annual incentive award for each named executive officer based on our 2011 financial performance was equal to an approximate percentage of his annual base salary as follows: Anthony J. Guzzi, 154%; Mark A. Pompa, 136%; Sheldon I. Cammaker, 123%; and R. Kevin Matz, 123%. In addition, each such officer received, based on the accomplishment of his 2011 individual goals and objectives, the following percentages of his annual base salary: Anthony J. Guzzi, 39%; Mark A. Pompa, 34%; Sheldon I. Cammaker, 31%; and R. Kevin Matz, 31%. The estimated payouts under the 2011 Annual Incentive Program are included under the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column of the Grants of Plan-Based Awards in Fiscal Year 2011 Table on page 25 and have footnote (5) next to them. The actual 2011 incentive awards, all of which were in cash, are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 22. Mr. MacInnis did not participate in our Annual Incentive Program for 2011.

Special Bonuses

For 2011, each of our named executive officers, including Mr. MacInnis, was awarded a special bonus in the amount set opposite his name in the “Bonus” column of the Summary Compensation Table on page 22. These bonuses were to reward the named executive officers for the successful disposition of Comstock Canada Ltd. in 2011 and the acquisition in 2011 of certain companies.

Long Term Incentive Plan and Special Award to Anthony J. Guzzi

Our Board adopted the LTIP in December 2005. Under the terms of the LTIP, for 2011, we granted each named executive officer stock units in January 2011. These stock units, which generally

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vest in full three years from their respective grant dates, represent the right to receive an equal number of shares of Common Stock, generally on or about the fourth week in February 2014.

As indicated earlier, because Mr. MacInnis ceased to participate in the LTIP for the year and measurement period commencing January 1, 2011, he did not receive any LTIP stock units in 2011 nor did he receive in 2011 a potential performance-based cash incentive award under the LTIP for the 2011 – 2013 measurement period.

A named executive officer has to be employed by us generally until January 3, 2014 to receive shares of our Common Stock in respect of his 2011 stock unit award. If a named executive officer’s employment terminates before January 3, 2014, he will forfeit his 2011 stock unit award, unless such termination is by the Company without cause or by him for good reason or due to his disability, death or retirement at age 65 or older. The terms “cause”, “good reason” and “disability” are defined on page 33 under “Potential Post Employment Payments”—“Long Term Incentive Plan”.

As provided in the LTIP, we base the number of stock units that a named executive officer is to receive for a calendar year on one-half of a set percentage of his annual base salary rate as of the immediately preceding December 31, divided by the closing price of a share of our Common Stock as of the first business day of the year in which we award the stock units. The current percentage for each named executive officer is provided for in the LTIP (subject to change by the Compensation Committee) and is set out on page 18 in the Section entitled “Compensation Discussion and Analysis”.

The 2011 stock award amounts reflected in the “Stock Awards” column of the Summary Compensation Table on page 22 relate to those stock units awarded in January 2011 under the LTIP and, in the case of Mr. Guzzi, an additional 80,000 stock units awarded to him in May 2011. There can be no assurance that the amounts reported in the “Stock Awards” column of that Table for 2011 will be realized. The stock awards reflected in the “All Other Stock Awards” column of the Grants of Plan-Based Awards in Fiscal Year 2011 on page 25 represent the number of stock units awarded in January 2011 under the LTIP and, in the case of Mr. Guzzi, the additional 80,000 restricted stock units awarded to him in May 2011, as well as, in each case, additional time-based stock units awarded in October 2011 equal in value to our October 2011 cash dividend which would have been paid with respect to shares of our Common Stock underlying stock units outstanding as of the dividend payment date.

In order for Mr. Guzzi to receive shares of our Common Stock payable in respect of his special award of stock units in May 2011, he has to be employed by us generally until May 9, 2015. If his employment terminates before that date, he will forfeit these stock units unless the termination of his employment is by the Company without cause or is by him for good reason or is due to his disability or death. The terms “cause”, “good reason”, and “disability” are defined substantially as they are in the LTIP and such definitions are set out on page 33 under “Potential Post Employment Payments”—“Long Term Incentive Plan”).

We also grant potential performance-based cash incentive awards under the LTIP based on our performance for a three calendar year measurement period commencing with the grant year. In 2009, we granted each named executive officer a potential performance-based cash incentive award, or LTIP Cash Target Bonus, based on our performance for a measurement period consisting of calendar years 2009 – 2011. For this period, principally as a result of impairment charges of goodwill and intangibles, we only reached 55% of our targeted financial performance, and, accordingly, each named executive officer (other than Mr. MacInnis) was paid an amount equal to 55% of his LTIP Cash Target Bonus for this measurement period. The amounts paid in respect of these performance-based cash incentive awards are included for 2011 in the Summary Compensation Table under the “Non-Equity Incentive Compensation” column on page 22. In connection with his separation agreement Mr. MacInnis agreed that he would receive only two-thirds of the amount to which he would otherwise be entitled in respect of his LTIP Cash Target Bonus for the 2009 – 2011 measurement period and the amount paid to him in respect of this performance-based cash incentive award is included for 2011 opposite his name in the Summary Compensation Table under the “Non-Equity Incentive Compensation” column on page 22.

In addition, in 2011, we granted each named executive officer (other than Mr. MacInnis) an LTIP Cash Target Bonus based upon the measurement period consisting of calendar years 2011 – 2013,

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which is reflected in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column of the Grants of Plan-Based Awards in Fiscal Year 2011 Table below. We will base the payment of these awards (next to which the footnote (6) appears) on the achievement of the predetermined earnings per share objective for the measurement period consisting of calendar years 2011 – 2013. We will pay to each such named executive officer the target performance-based cash incentive award set opposite his respective name in the Grants of Plan-Based Awards in Fiscal Year 2011 Table below if we achieve aggregate earnings per share of $6.00 for the 2011 – 2013 measurement period. If, for this period, we achieve aggregate earnings per share of $3.00, each such named executive officer will be entitled to the threshold performance-based cash incentive award amount set opposite his name in that Table. If, for this period, we achieve aggregate earnings per share of $7.20, each such named executive officer will be entitled to the maximum performance-based cash incentive award amount set opposite his name in that Table. For aggregate earnings per share falling between $3.01 and $5.99, and between $6.01 and $7.19, for the 2011 – 2013 measurement period, the performance-based cash incentive award is interpolated from 50.1% to 99.9% of the target performance-based cash incentive award and from 101% to 199% of the target performance-based cash incentive award, respectively.

If a named executive officer is not employed during an entire measurement period, he will not be entitled to any performance-based cash incentive award for the measurement period, unless he has been terminated without cause, he terminates his employment for good reason, dies, is disabled or retires on or after age 65. If during a measurement period he is terminated without cause or he terminates his employment for good reason, dies, is disabled or retires on or after age 65, then for the measurement period, he will be entitled to all or a portion of the awards under the LTIP as described under the Section entitled “Potential Post Employment Payments”—“Long Term Incentive Plan,” commencing on page 31, where the terms “cause”, “good reason” and “disability” are also defined, except that in connection with his separation agreement Mr. MacInnis agreed he would receive only two-thirds of the amount and one-third of the amount he would otherwise be entitled to in respect of his LTIP Cash Target Bonus for the 2009 – 2011 measurement period and for the 2010 – 2012 measurement period, respectively.

The following Table sets forth certain information with respect to the grant of awards during the 2011 fiscal year to the named executive officers.

Grants of Plan-Based Awards in Fiscal Year 2011

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The following Table sets forth certain information with respect to unexercised options and unvested outstanding equity awards held by the named executive officers at the end of 2011.

Outstanding Equity Awards at 2011 Fiscal Year-End

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