XML 13 R2.htm IDEA: XBRL DOCUMENT v3.25.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Oct. 15, 2022
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure            
Pay vs Performance Disclosure, Table  
PAY VERSUS PERFORMANCE
As a result of rules the SEC adopted as required by Dodd-Frank, we are providing the following: (1) tabular compensation and performance disclosures for 2024, 2023, 2022, 2021, and 2020 (Pay versus Performance Table); (2) an unranked list of four performance measures that we consider to be our most important measures used to align Compensation Actually Paid (referred to as CAP) to our NEOs for 2024 to Company performance; and (3) additional disclosure relative to the relationship between the CAP set forth in the Pay versus Performance Table and each of the performance measures set forth in the Pay versus Performance Table and between the Company’s and the Peer Group TSR, in each case over 2020-2024.
For further information concerning our executive compensation philosophy and how executive compensation is aligned with the Company’s performance, refer to the CD&A.
Pay versus Performance Table
 
Year
 
Summary
compensation
table total for
CEO(1)
   
CAP to CEO(2)
   
Average
summary
compensation
table total for
non-CEO

NEOs(3)
   
Average CAP
to
non-CEO

NEOs(4)
   
Value of initial fixed
$100 investment based
on:
   
Net income(7)
   
EPS(8)
 
 
Cumulative
TSR(5)
   
S&P 400
Industrials
Index
Cumulative
TSR(6)
 
(a)
 
(b)
   
(c)
   
(d)
   
(e)
   
(f)
   
(g)
   
(h)
   
(i)
 
2024
  $ 6,377,831     $ 186,362,103     $ 3,593,192     $ 28,306,262     $ 305.64     $ 197.51     $ 635,740,000     $ 13.30  
2023
  $ 11,058,336     $ 265,777,742     $ 4,640,838     $ 35,470,387     $ 270.02     $ 174.04     $ 634,139,000     $ 13.67  
2022
  $ 11,093,941     $ (80,040,484   $ 3,869,292     $ (3,773,733   $ 152.56     $ 132.42     $ 703,696,000     $ 14.20  
2021
  $ 10,672,518     $ 199,630,477     $ 4,320,542     $ 16,803,335     $ 185.42     $ 149.62     $ 498,735,000     $ 10.78  
2020
  $ 10,688,592     $ 143,282,126     $ 3,299,119     $ 11,133,498     $ 130.51     $ 116.49     $ 323,172,000     $ 7.01  
 
(1)
The dollar amounts reported in column (b) are the amounts of total compensation reported for Albert H. Nahmad, our CEO since 1972, and our principal executive officer, for each corresponding year in the total column of the Summary Compensation Table (“SCT”).
(2)
The dollar amounts reported in column (c) represent the amount of CAP to our CEO, as computed in accordance with Item 402(v) of Regulation
S-K.
The dollar amounts do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year. The following adjustments were made to our CEO’s total compensation for each year as reported in the SCT to determine the CAP:
 
Year
 
Reported
SCT total
for CEO
   
Reported
value of
equity
awards(a)
   
Year-end

fair value of
outstanding
and unvested
equity
awards
granted in
the year(b)
   
Year-over-
year change
in fair
value of
outstanding
unvested
equity
awards
(c)
   
Fair value
at vesting
date of
equity
awards
granted
and vested
in the
year(d)
   
Year-over-
year change
in fair value
of equity
awards
granted in
prior years
that vested
in the same
year(e)
   
Fair value
at the end
of the
prior year
of equity
awards
forfeited in
the year(f)
   
Dividends
paid on
equity
awards in
current year
prior to
vesting(g)
   
CAP to
CEO
 
2024
  $ 6,377,831     $ (5,450,010   $ 5,450,010     $ 164,361,895       —        —        —      $ 15,622,377     $ 186,362,103  
2023
  $ 11,058,336     $ (9,999,807   $ 9,999,807     $ 240,536,763       —        —        —      $ 14,182,643     $ 265,777,742  
2022
  $ 11,093,941     $ (9,999,901   $ 9,999,901     $ (75,214,733     —      $ (34,234,576     —      $ 18,314,885     $ (80,040,484
2021
  $ 10,672,518     $ (9,999,877   $ 9,999,877     $ 170,971,417       —        —        —      $ 17,986,542     $ 199,630,477  
2020
  $ 10,688,592     $ (9,999,942   $ 9,999,942     $ 116,544,498       —        —        —      $ 16,049,036     $ 143,282,126  
The equity award adjustments for each applicable year include the addition or subtraction, as applicable, of the following:
 
  (a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Restricted Stock Awards” column in the SCT for the applicable year for our CEO.
 
  (b)
The
year-end
fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year.
  (c)
The amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year. For 2022, the decrease is due to a decline in Class B common stock price from $306.82 at December 31, 2021, to $271.73 at October 15, 2022, which impacted the fair value of vested restricted stock.
  (d)
For awards that are granted and vest in the same applicable year, the fair value as of the vesting date.
  (e)
For awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. For 2022, the decrease is due to a decline in Class B common stock price from $306.82 at December 31, 2021 to $252.51 at December 31, 2022, which impacted the fair value of unvested restricted stock.
  (f)
For awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year.
  (g)
The dollar value of dividends paid on restricted stock in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year.
(3)
The dollar amounts reported in column (d) represent the average of the amounts reported for our NEOs as a group (excluding Albert H. Nahmad, who has served as our CEO since 1972) in the total column of the SCT in each applicable year. The NEOs (excluding our CEO) used to calculate the average amounts in each applicable year are Aaron J. Nahmad, Mr. Logan and Ms. Menendez, with the exception of 2020 for which Stephen F. Rush was also a NEO. Mr. Rush vacated his role as a NEO on July 23, 2020.
(4)
The dollar amounts reported in column (e) represent the average amount of CAP to the NEOs as a group (excluding our CEO), as computed in accordance with Item 402(v) of Regulation
S-K.
The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our CEO) during the applicable year. The following adjustments were made to average total compensation for the NEOs as a group (excluding our CEO) for each year as reported in the SCT to determine the CAP, using the same methodology described above in footnote 2 immediately above:
 
Year
 
Average
SCT total
for non-

CEO

NEOs
   
Average
reported
value of
equity

awards
   
Year-end

average
fair value
of outstanding
and unvested
equity awards
granted in the
year
   
Year-over-
year

average
change in
fair value of
outstanding
unvested
equity

awards
   
Average
fair
value at
vesting
date of
equity
awards
granted
and
vested in
the same
year
   
Year-
over-year

average
change in
fair value
of equity
awards
granted
in prior
years that
vested in
the year
   
Average
fair value
at the end
of the
prior
year of
equity
awards
forfeited
in the
year
   
Average
dividends
paid on
equity
awards in
current

year prior
to vesting
   
Average

CAP to
non-CEO

NEOs
 
2024
  $ 3,593,192     $ (3,119,015   $ 3,119,015     $ 17,116,258       —      $ 5,578,400       —      $ 2,018,412     $ 28,306,262  
2023
  $ 4,640,838     $ (4,166,616   $ 4,205,393     $ 29,037,720       —        —        —      $ 1,753,052     $ 35,470,387  
2022
  $ 3,869,292     $ (3,333,250   $ 3,276,738     $ (9,026,173     —        —        —      $ 1,439,660     $ (3,773,733
2021
  $ 4,320,542     $ (3,742,765   $ 3,750,159     $ 11,281,327       —        —        —      $ 1,194,072     $ 16,803,335  
2020
  $ 3,299,119     $ (2,720,859   $ 2,720,859     $ 6,833,888       —        —        —      $ 1,000,491     $ 11,133,498  
 
(5)
Cumulative TSR is calculated by (i) dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment and (ii) the difference between the price of Watsco’s Common stock at the end and the beginning of the measurement period by the price of Watsco’s Common stock at the beginning of the
measurement
period.
(6)
Given our position as the largest and only publicly traded distributor of HVAC/R equipment, parts and supplies in North America, our unique, sole line of business, the nature of our customers (air conditioning and heating contractors), and the products and markets we serve, we cannot reasonably identify an
  appropriate peer group; therefore, the peer group used for this purpose is the S&P 400 Industrials Index, a published industry index, because it more closely relates to the industry in which we operate.
(7)
The dollar amounts reported represent the amount of net income reflected in our audited consolidated financial statements for the applicable year rounded to the nearest hundred thousand.
(8)
For 2022, amount represents Adjusted EPS, a
non-GAAP
measure, which is EPS excluding the impact of a $1.21 per share tax benefit resulting from our CEO’s vesting of 975,622 shares of Class B restricted stock on October 15, 2022. See the Appendix on page
A-1
for information regarding
non-GAAP
measures.
       
Company Selected Measure Name   EPS        
Named Executive Officers, Footnote  
(3)
The dollar amounts reported in column (d) represent the average of the amounts reported for our NEOs as a group (excluding Albert H. Nahmad, who has served as our CEO since 1972) in the total column of the SCT in each applicable year. The NEOs (excluding our CEO) used to calculate the average amounts in each applicable year are Aaron J. Nahmad, Mr. Logan and Ms. Menendez, with the exception of 2020 for which Stephen F. Rush was also a NEO. Mr. Rush vacated his role as a NEO on July 23, 2020.
       
Peer Group Issuers, Footnote  
(6)
Given our position as the largest and only publicly traded distributor of HVAC/R equipment, parts and supplies in North America, our unique, sole line of business, the nature of our customers (air conditioning and heating contractors), and the products and markets we serve, we cannot reasonably identify an
  appropriate peer group; therefore, the peer group used for this purpose is the S&P 400 Industrials Index, a published industry index, because it more closely relates to the industry in which we operate.
       
PEO Total Compensation Amount   $ 6,377,831 $ 11,058,336 $ 11,093,941 $ 10,672,518 $ 10,688,592
PEO Actually Paid Compensation Amount   $ 186,362,103 265,777,742 (80,040,484) 199,630,477 143,282,126
Adjustment To PEO Compensation, Footnote  
(2)
The dollar amounts reported in column (c) represent the amount of CAP to our CEO, as computed in accordance with Item 402(v) of Regulation
S-K.
The dollar amounts do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year. The following adjustments were made to our CEO’s total compensation for each year as reported in the SCT to determine the CAP:
 
Year
 
Reported
SCT total
for CEO
   
Reported
value of
equity
awards(a)
   
Year-end

fair value of
outstanding
and unvested
equity
awards
granted in
the year(b)
   
Year-over-
year change
in fair
value of
outstanding
unvested
equity
awards
(c)
   
Fair value
at vesting
date of
equity
awards
granted
and vested
in the
year(d)
   
Year-over-
year change
in fair value
of equity
awards
granted in
prior years
that vested
in the same
year(e)
   
Fair value
at the end
of the
prior year
of equity
awards
forfeited in
the year(f)
   
Dividends
paid on
equity
awards in
current year
prior to
vesting(g)
   
CAP to
CEO
 
2024
  $ 6,377,831     $ (5,450,010   $ 5,450,010     $ 164,361,895       —        —        —      $ 15,622,377     $ 186,362,103  
2023
  $ 11,058,336     $ (9,999,807   $ 9,999,807     $ 240,536,763       —        —        —      $ 14,182,643     $ 265,777,742  
2022
  $ 11,093,941     $ (9,999,901   $ 9,999,901     $ (75,214,733     —      $ (34,234,576     —      $ 18,314,885     $ (80,040,484
2021
  $ 10,672,518     $ (9,999,877   $ 9,999,877     $ 170,971,417       —        —        —      $ 17,986,542     $ 199,630,477  
2020
  $ 10,688,592     $ (9,999,942   $ 9,999,942     $ 116,544,498       —        —        —      $ 16,049,036     $ 143,282,126  
       
Non-PEO NEO Average Total Compensation Amount   $ 3,593,192 4,640,838 3,869,292 4,320,542 3,299,119
Non-PEO NEO Average Compensation Actually Paid Amount   $ 28,306,262 35,470,387 (3,773,733) 16,803,335 11,133,498
Adjustment to Non-PEO NEO Compensation Footnote  
(4)
The dollar amounts reported in column (e) represent the average amount of CAP to the NEOs as a group (excluding our CEO), as computed in accordance with Item 402(v) of Regulation
S-K.
The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our CEO) during the applicable year. The following adjustments were made to average total compensation for the NEOs as a group (excluding our CEO) for each year as reported in the SCT to determine the CAP, using the same methodology described above in footnote 2 immediately above:
 
Year
 
Average
SCT total
for non-

CEO

NEOs
   
Average
reported
value of
equity

awards
   
Year-end

average
fair value
of outstanding
and unvested
equity awards
granted in the
year
   
Year-over-
year

average
change in
fair value of
outstanding
unvested
equity

awards
   
Average
fair
value at
vesting
date of
equity
awards
granted
and
vested in
the same
year
   
Year-
over-year

average
change in
fair value
of equity
awards
granted
in prior
years that
vested in
the year
   
Average
fair value
at the end
of the
prior
year of
equity
awards
forfeited
in the
year
   
Average
dividends
paid on
equity
awards in
current

year prior
to vesting
   
Average

CAP to
non-CEO

NEOs
 
2024
  $ 3,593,192     $ (3,119,015   $ 3,119,015     $ 17,116,258       —      $ 5,578,400       —      $ 2,018,412     $ 28,306,262  
2023
  $ 4,640,838     $ (4,166,616   $ 4,205,393     $ 29,037,720       —        —        —      $ 1,753,052     $ 35,470,387  
2022
  $ 3,869,292     $ (3,333,250   $ 3,276,738     $ (9,026,173     —        —        —      $ 1,439,660     $ (3,773,733
2021
  $ 4,320,542     $ (3,742,765   $ 3,750,159     $ 11,281,327       —        —        —      $ 1,194,072     $ 16,803,335  
2020
  $ 3,299,119     $ (2,720,859   $ 2,720,859     $ 6,833,888       —        —        —      $ 1,000,491     $ 11,133,498  
       
Compensation Actually Paid vs. Total Shareholder Return  
LOGO
       
Compensation Actually Paid vs. Net Income  
LOGO
       
Compensation Actually Paid vs. Company Selected Measure  
LOGO
       
Total Shareholder Return Vs Peer Group  
LOGO
       
Tabular List, Table  
Financial Performance Measures
As described in greater detail in CD&A, our executive compensation program is highly dependent on long-term shareholder returns. The measures that we use for both our long-term and operations-related awards are selected based on an objective of incentivizing our NEOs to increase the value of our Company for our shareholders. The financial performance measures listed below represent an unranked list of the most important performance measures used to align CAP to our NEOs for 2024 and Company performance.
 
Long-Term Incentive:
  
Operations-Related Incentive:
EPS    Organic revenue growth
Common stock price    Operating cash flow greater than net income
   Improvement of inventory turns & freight efficiency
   Expansion in sales of
non-equipment
products
       
Total Shareholder Return Amount   $ 305.64 270.02 152.56 185.42 130.51
Peer Group Total Shareholder Return Amount   197.51 174.04 132.42 149.62 116.49
Net Income (Loss)   $ 635,740,000 $ 634,139,000 $ 703,696,000 $ 498,735,000 $ 323,172,000
Company Selected Measure Amount   13.3 13.67 14.2 10.78 7.01
PEO Name   Albert H. Nahmad        
Class B common stock price vested $ 271.73          
Class B common stock price       $ 252.51 $ 306.82  
Share Based Payment Award Restricted Stock Vested Number Of Shares 975,622          
Measure:: 1            
Pay vs Performance Disclosure            
Name   EPS        
Non-GAAP Measure Description  
(8)
For 2022, amount represents Adjusted EPS, a
non-GAAP
measure, which is EPS excluding the impact of a $1.21 per share tax benefit resulting from our CEO’s vesting of 975,622 shares of Class B restricted stock on October 15, 2022. See the Appendix on page
A-1
for information regarding
non-GAAP
measures.
       
Measure:: 2            
Pay vs Performance Disclosure            
Name   Organic revenue growth        
Measure:: 3            
Pay vs Performance Disclosure            
Name   Common stock price        
Measure:: 4            
Pay vs Performance Disclosure            
Name   Operating cash flow greater than net income        
Measure:: 5            
Pay vs Performance Disclosure            
Name   Improvement of inventory turns & freight efficiency        
Measure:: 6            
Pay vs Performance Disclosure            
Name   Expansion in sales of non-equipment products        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   $ (5,450,010) $ (9,999,807) (9,999,901) (9,999,877) $ (9,999,942)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   5,450,010 9,999,807 9,999,901 9,999,877 9,999,942
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   164,361,895 240,536,763 (75,214,733) 170,971,417 116,544,498
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   0 0 0 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   0 0 (34,234,576) 0 0
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   0 0 0 0 0
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   15,622,377 14,182,643 18,314,885 17,986,542 16,049,036
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   (3,119,015) (4,166,616) (3,333,250) (3,742,765) (2,720,859)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   3,119,015 4,205,393 3,276,738 3,750,159 2,720,859
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   17,116,258 29,037,720 (9,026,173) 11,281,327 6,833,888
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   0 0 0 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   5,578,400 0 0 0 0
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   0 0 0 0 0
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   $ 2,018,412 $ 1,753,052 $ 1,439,660 $ 1,194,072 $ 1,000,491