SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
Blue Bell, Pennsylvania 19422
Chairman of the Board of Directors
President and Chief Executive Officer, Director
Jonathan M. Gottsegen
Corporate Secretary
January 16, 2025
Blue Bell, Pennsylvania
| |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on Tuesday, March 4, 2025: The Proxy Statement and 2024 Annual Report to Stockholders, which includes the Annual Report on Form 10-K for the year ended September 30, 2024, are available at www.voteproxy.com.
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Blue Bell, Pennsylvania 19422
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 4, 2025
55 Challenger Road
Suite 200B, 2nd Floor
Ridgefield Park, NJ 07660
Name
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Age
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Principal Occupation and Other Information
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James R. Abrahamson
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| | 69 | | |
James R. Abrahamson served as interim President and Chief Executive Officer of the Company from June 1, 2023, until September 30, 2023, and has been a member of the Board since August 2015. Mr. Abrahamson’s public company board experience includes currently serving as independent Board Chair of VICI Properties, Inc. (NYSE: VICI), a leading REIT comprised of large-scale experiential focused destination resort and gaming facilities across the country, since its inception in October 2017 and subsequent IPO in February 2018. Previously, Mr. Abrahamson served as an independent director of CorePoint Lodging Inc. (NYSE: CPLG), a leading midscale hotel REIT comprised of over 100 hotels, from its launch and IPO in May 2018 until its sale to Highgate in February 2022.
Mr. Abrahamson served as an independent director of LaQuinta Holdings (NYSE: LQ) from 2015 until its sale to Wyndham Hotels & Resorts in 2018 and as an executive director of the board of Intercontinental Hotels Group (LON: IHG) in 2010 and 2011.
Mr. Abrahamson’s corporate career includes prior service as Chief Executive Officer of Interstate Hotels & Resorts, a privately held leading global hotel management company comprised of approximately 500 hotels from 2011 to March 2017; he was named to the position of Chairman and CEO in October 2016. He then served as Board Chair from March 2017 until the sale of Interstate to Aimbridge Hospitality in October 2019.
Prior to joining Interstate in 2011, Mr. Abrahamson held senior leadership positions with InterContinental Hotels Group (LON: IHG), Hyatt Corporation (NYSE: H), Marcus Corporation (NYSE: MCS) and Hilton Worldwide (NYSE: HLT).
Mr. Abrahamson has also previously served as President of the Marriott International National Association owners’ organization in 2017 and 2018, as Board Chair of the American Hotel and Lodging Association in 2015 and 2016 and as Board Chair of the U.S. Travel Association in 2013 and 2014. He holds a degree in Business Administration from the University of Minnesota.
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Dale A. Asplund | | | 56 | | | Dale A. Asplund has served as President and CEO of the Company since October 2023 and has been a member of the Board since October 2023. Prior to joining the Company, Mr. Asplund served as Executive Vice President, Chief Operating Officer of United Rentals, Inc. from May 2019 until September 2023. In this role, Mr. Asplund served on the executive leadership team with company-wide responsibility for operations and employee safety. Prior to this role, Mr. Asplund served as Executive Vice President, Business Services and Chief Information Officer at United Rentals, Inc. from January 2017 to May 2019. Mr. Asplund joined United | |
Name
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Age
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Principal Occupation and Other Information
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| | | | | | Rentals, Inc. in 1998, and over his employment with United Rentals held various senior positions that included responsibility for supply chain, fleet management, shared services and information technology. Mr. Asplund previously worked for United Waste Systems, Inc. as a divisional manager. Mr. Asplund earned a Bachelor of Arts from Northern Michigan University. | |
Jane Okun Bomba | | | 62 | | |
Jane Okun Bomba has been a member of the Board since April 2019. Since January 2018, Ms. Okun Bomba has served as President of Saddle Ridge Consulting, LLC and advises on a range of strategic issues, including investor relations, corporate perception and governance, transaction integration, human resources and environmental, social and governance matters (“ESG”). From 2004 to 2017, Ms. Okun Bomba was an executive at IHS Markit Ltd., most recently as Executive Vice President, Chief Administrative Officer. At IHS Markit she led 450 people worldwide delivering support to the company through many corporate functions including HR, Marketing, Communications, Sustainability and Investor Relations. Prior to IHS Markit, she was a partner at Genesis, Inc. and headed investor relations at Velocom Inc., MediaOne Group, Inc. and Northwest Airlines. She held various management positions in corporate finance at Northwest Airlines Corp. and American Airlines, Inc., and was a CPA at PricewaterhouseCoopers.
Ms. Okun Bomba serves on the board of Clarivate Plc (NYSE: CLVT), a leading global provider of transformative intelligence, and Kickstart International and is a member of the International Women’s Forum. She is a member of the University of Michigan, Ross School of Business Dean’s Advisory Board and the School of Literature, Science and Arts Dean’s Advisory Committee. Ms. Okun Bomba holds both a BGS and an M.B.A. from the University of Michigan at Ann Arbor. She completed graduate studies at the Stockholm School of Economics, and board director education in the Women’s Director Development Program at the Kellogg School of Management, Northwestern University and the Directors’ Consortium.
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William Cornog | | | 60 | | |
William Cornog has been a member of the Board since May 2022. Mr. Cornog was with KKR Capstone, the portfolio operations team of KKR & Co. Inc. (together with KKR BrightView Aggregator L.P., and with its affiliates and their successors and assigns (other than the Company and its subsidiaries), “KKR” or the “Sponsor”), from 2002 to 2022 and served as a member of KKR’s Americas, EMEA, APAC, Infrastructure, TMT Growth Portfolio Management, Investment & Distribution and Valuation Committees. Prior to joining KKR, Mr. Cornog was with Williams Communications Group as the Senior Vice President and General Manager of Network Services. Prior to that, Mr. Cornog was a partner at The Boston Consulting Group. Mr. Cornog currently is a director at Azenta, Inc. (Nasdaq: AZTA), a leading global provider of biological and chemical compound sample exploration and management solutions for the life sciences industry. Mr. Cornog has also served as a director for LiveWire Group, Inc. (NYSE: LVWR), an electric motorcycle manufacturer, since 2022. Private company and philanthropic boards include Griffin Highline, Blue Crow Sports Group, and The Knight Campus at the University of Oregon.
Mr. Cornog earned a B.A. from Stanford University and an M.B.A. from Harvard Business School.
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Name
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Age
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Principal Occupation and Other Information
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Frank Lopez | | | 50 | | |
Frank Lopez has been a member of the Board since September 2021. Mr. Lopez is Executive Vice President and Chief Human Resources Officer of Ryder System, Inc., a global commercial fleet management, dedicated transportation and supply chain solutions company. From July 2013 to January 2016, Mr. Lopez was Senior Vice President, Global Human Resources Operations, responsible for business segments throughout U.S., Canada, Mexico, Europe and Asia, as well as for corporate human resources, talent management, recruiting, diversity and inclusion, labor relations and human resource service center operations.
Mr. Lopez joined Ryder in October 2002 as Associate General Counsel — Global Labor and Employment Law, with responsibility for global employment law and labor relations. Prior to joining Ryder, Mr. Lopez spent several years in private practice at a national law firm. Mr. Lopez has a bachelor’s degree in Political Science from Florida International University and a law degree from Emory University School of Law. He is a member of the Board of Directors of the Florida International University Foundation.
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Paul E. Raether | | | 78 | | |
Paul E. Raether has been a member of the Board since May 2015. Mr. Raether is a Senior Advisory Partner at KKR. He joined KKR in 1980, became a General Partner in 1986, and currently serves on two of three of KKR’s regional Portfolio Management Committees. Mr. Raether also served on the board of directors of KKR Acquisition Holdings I Corp. from March 2021 to December 2022. Mr. Raether served as a director of WM111 Corp. from May 2015 until May 2017. He currently serves as Chairman of the Board of Directors at BrightView Holdings. He has played a significant role in numerous portfolio companies including Apple Leisure Group, Beatrice Companies, Inc., Cole National Corporation, The Duracell Company, Fleet/Bank of New England, IDEX Corporation, KSL Recreation Corporation, Masonite International Corporation, PT Components Inc., Randall’s Food Markets, Inc., RJR Nabisco, Inc., Seaman Furniture Company, Inc., Shoppers Drug Mart Corporation, The Stop & Shop Supermarket Company, Storer Communications, Inc., Walter Industries, Inc. and Wometco Enterprises, Inc. Prior to joining KKR, Mr. Raether served as an officer in the United States Navy and started his professional career in the Corporate Finance Department of Reynolds Securities.
Previously, he was a Vice President in the Corporate Finance Department of Blyth Eastman Dillon & Company. He obtained a Bachelor of Arts from Trinity College and an M.B.A. from the Tuck School of Business at Dartmouth College. Mr. Raether serves as a director or trustee for several educational and non-profit institutions. He retired from the Board of Trinity College in Hartford, Connecticut in 2014 after 25 years of service including the last 12 years as Chairman. He also serves as a Member of the Board of Advisors of the Tuck School of Business at Dartmouth College.
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Mara Swan | | | 65 | | | Mara Swan has been a member of the Board since April 2019. Since October 2020, Ms. Swan has served as the President of Acceleration, LLC and advises on human capital strategy, talent, D, E & I, compensation, workforce productivity and performance issues. In March 2020, Ms. Swan retired as the Executive Vice President of Global Strategy and Talent at ManpowerGroup (NYSE: MAN). In this role, which she held since 2009, she led corporate strategy, marketing, human resources, thought leadership, public relations, communications, risk management and ESG. In 2014, she | |
Name
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Age
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Principal Occupation and Other Information
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| | | | | | assumed global leadership responsibility for ManpowerGroup’s Right Management brand, where she was responsible for driving growth and improving profitability. Prior to ManpowerGroup, Ms. Swan was the Chief Human Resources Officer at Molson Coors Beverage company. Ms. Swan currently serves on the GOJO Industries (PURELL brand) board of directors where she has been the Chair of the compensation committee since 2011. In July 2020, Ms. Swan joined the board of ULINE, North America’s leading distributor of shipping packaging and industrial supplies. Ms. Swan also was previously the Executive Chair of the Center on Executive Compensation in Washington, D.C. | |
OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.
Name
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Age
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Principal Occupation and Other Information
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Kurt Barker | | | 64 | | |
Kurt Barker has been an independent member of the Board since August 2023. Mr. Barker is an Operating Partner in the Business and Environmental Services vertical for One Rock Capital Partners, LLC. Mr. Barker was a co-founder of United Rentals, Inc., the largest equipment rental company in North America. From 1997 to 2007, Mr. Barker held a number of different operating positions at United Rentals, including Vice President of the Aerial Region, Vice President of the Midwest Region and Vice President of Highway Technologies. From 2007 to 2008, Mr. Barker was Executive Vice President of Corporate Services, responsible for the Sales, Fleet, Fleet Maintenance, Information Technology, Customer Service and National Accounts departments.
Prior to United Rentals, Mr. Barker was Vice President of the Midwest Region for United Waste Systems. Mr. Barker currently is a director at Primo Brands Corporation (NYSE: PRMB), a leading branded beverage company in North America.
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Josh Goldman | | | 42 | | |
Josh Goldman has been an independent member of the Board since August 2023. Mr. Goldman is a Partner of One Rock Capital Partners, LLC. Prior to joining One Rock, Mr. Goldman was an Associate at Ripplewood Holdings, focusing on investments across multiple industries. In addition, Mr. Goldman was actively involved in the oversight of Ripplewood portfolio companies in the telecommunications and industrials sectors. Prior to Ripplewood, Mr. Goldman was an Investment Banking Analyst at UBS Investment Bank in the Global Technology and Financial Sponsors & Leveraged Finance groups.
Mr. Goldman earned a B.B.A. from the Ross School of Business at the University of Michigan and an M.B.A. with Dean’s Honors and Distinction from Columbia Business School.
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OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.
| | |
Audit Committee
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Compensation Committee
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N&CG Committee
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James R. Abrahamson
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X
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X, Chair
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Dale A. Asplund
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Kurt Barker
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X
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Jane Okun Bomba
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X, Chair
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William Cornog
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X
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Josh Goldman
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X
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Frank Lopez
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X
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X
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Paul E. Raether
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X
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Mara Swan
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X, Chair
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Name
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Age
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Principal Occupation and Other Information
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Michael J. Dozier | | | 63 | | |
Michael Dozier has served as Executive Vice President and Chief Commercial Officer since February 2024. He is responsible for leading BrightView’s growth strategy around revenue generation, business growth and profitability. Since joining BrightView in 2000, he has held various leadership positions, including Senior Branch Manager, Regional Manager and Senior Vice President from 2008 to 2018 and most recently serving as BrightView’s President, Evergreen (Maintenance Services). Prior to joining BrightView, Mr. Dozier worked at ServiceMaster Management Services Group, a leading provider of pest control, restoration and cleaning services.
Mr. Dozier holds a bachelor’s degree in Ornamental Horticulture and a master’s degree in Plant and Biological Science from Southern Illinois University.
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Jonathan M. Gottsegen | | | 58 | | |
Jonathan Gottsegen has served as Executive Vice President, Chief Legal Officer and Corporate Secretary since January 2016.
Mr. Gottsegen is responsible for overseeing BrightView’s legal and compliance programs, Board of Directors and related Board and committee governance, finance and mergers and acquisitions, treasury and corporate
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Name
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Age
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Principal Occupation and Other Information
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transactional matters, litigation and regulatory, commercial contracts and disputes, employment compliance and litigation, and intellectual property. Prior to joining BrightView, Mr. Gottsegen served as Senior Vice President, General Counsel and Corporate Secretary for United Rentals, Inc., the world’s largest equipment rental provider, from February 2009 to January 2016. His prior public company experience includes directing the Corporate and Securities Practice Group at The Home Depot, Inc. and serving as securities counsel for Time Warner Inc. Previously in his career, he served as an associate with Kaye Scholer Fierman Hays & Handler and as a senior staff attorney with the U.S. Securities and Exchange Commission, Division of Corporation Finance.
Mr. Gottsegen earned his Juris Doctorate from Tulane University’s School of Law and his Bachelor of Arts from Emory University.
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Amanda Orders | | | 47 | | |
Amanda Orders has served as Executive Vice President and Chief Human Resources Officer since November 2019.
Ms. Orders is responsible for the overarching BrightView People Strategy, which includes talent acquisition, compensation, benefits management, career development, performance management, succession planning, equity administration, safety, marketing and communications, retention, training, and leadership and organizational development across all BrightView service lines. From December 2016 to November 2019, Ms. Orders served as our Senior Vice President, Human Resources for Maintenance Services and from April 2012 to December 2016, she served as our Vice President, Human Resources. Prior to joining BrightView, Ms. Orders held leadership positions in Human Resources at Alliance Data Systems Corporation and The ScottsMiracle-Gro Company.
Ms. Orders is a graduate of The Ohio State University’s Fisher College of Business.
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Brett Urban | | | 42 | | |
Brett Urban has served as Executive Vice President, Chief Financial Officer since October 2022. Mr. Urban provides overall leadership for BrightView’s finance, accounting, investor relations, tax, treasury, procurement, fleet and mergers and acquisitions (M&A) teams. He is also responsible for developing BrightView’s financial and operational strategy, business performance metrics, control systems and corporate financial reporting. Mr. Urban joined the Company in 2016 as Vice President, Finance and led the corporate finance function. In 2017, Mr. Urban was promoted to Senior Vice President of Finance for the Maintenance Services division. In this role, he also led the Company’s procurement department and oversaw the execution of BrightView’s M&A strategy. Prior to joining BrightView, Mr. Urban held senior finance positions at Aramark, a global provider of food and facilities services.
Mr. Urban received an undergraduate degree from Nichols College and an M.B.A. from Arcadia University.
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ACCOUNTING FIRM
| | |
Fiscal Year Ended
September 30, 2024 |
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Fiscal Year Ended
September 30, 2023 |
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Fees: | | | | | | | | | | | | | |
Audit fees(1)
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| | | $ | 3,052,000 | | | | | $ | 2,977,500 | | |
Audit Related fees(2)
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| | | $ | — | | | | | $ | 125,000 | | |
Tax fees(3)
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| | | $ | 238,388 | | | | | $ | 264,102 | | |
All other fees(4)
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| | | $ | 11,370 | | | | | $ | — | | |
Total
|
| | | $ | 3,301,758 | | | | | $ | 3,366,602 | | |
James R. Abrahamson
Frank Lopez
| | |
Number of
securities to be issued upon exercise of outstanding options, warrants and rights(1) |
| |
Weighted-
average exercise price of outstanding options, warrants and rights(2) |
| |
Number of
securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(3) |
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(a)
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(b)
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(c)
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Equity compensation plans approved by stockholders: | | | | | | | | | | | | | | | | | | | |
BrightView Holdings, Inc. Amended and Restated 2018 Omnibus Incentive Plan, as amended
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| | | | 5,831,754 | | | | | $ | 19.37 | | | | | | 12,447,197 | | |
BrightView Holdings, Inc. 2018 Employee Stock Purchase Plan
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| | | | — | | | | | | N/A | | | | | | 1,343,745 | | |
Equity compensation plans not approved by stockholders: | | | | | | | | | | | | | | | | | | | |
BrightView Holdings, Inc. 2023 Employment Inducement Incentive Award Plan
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| | | | 1,167,820 | | | | | | N/A | | | | | | 582,180 | | |
Total
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| | | | 6,999,574 | | | | | | N/A | | | | | | 14,373,122 | | |
Josh Goldman
Frank Lopez
Paul E. Raether
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What We Do
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What We Don’t Do
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✓
Emphasis on long-term equity and “at-risk” compensation
✓
Stock ownership guidelines for executives and non-employee directors supported by net share retention requirements
✓
Primarily financial metric-based annual bonus program with challenging performance goals and capped payout opportunities, as well as a component tied to additional strategic goals for Fiscal 2024
✓
Appropriate selection of size and industry-appropriate peers
✓
Anti-hedging/pledging policy for executives
✓
Engage an independent compensation consultant
✓
Incentive compensation clawback policies for executives
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×
No undue risk created by compensation programs
×
No re-pricing or cash buyout of underwater stock options without stockholder approval
×
No significant/special perquisites or tax gross-ups, including no gross-ups for change of control related excise tax payments
×
No market timing with granting of equity awards
×
No adjustments to in-cycle performance awards
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ABM Industries Incorporated
Clean Harbors, Inc. Comfort Systems USA, Inc. Dycom Industries, Inc. Enviri Corp. (formerly named Harsco Corp.) FirstService Corporation Granite Construction Incorporated |
| |
Healthcare Services Group, Inc.
Rollins, Inc. SP Plus Corporation SiteOne Landscape Supply, Inc. Stericycle, Inc. Tetra Tech Inc. UniFirst Corporation |
|
Named Executive Officer
|
| |
Base Salary Rate
Fiscal 2024 |
| |
Increase
|
| |||
Dale Asplund
|
| | | $ | 950,000 | | | |
N/A
|
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Brett Urban
|
| | | $ | 525,000 | | | |
16.7%
|
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Jonathan Gottsegen
|
| | | $ | 553,000 | | | |
0.0%
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Amanda Orders
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| | | $ | 450,000 | | | |
5.9%
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Michael Dozier
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| | | $ | 425,000 | | | |
N/A
|
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Named Executive Officer
|
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2023 Target Bonus
(Expressed as a Percentage of Base Salary)(1) |
| |
2024 Target Bonus
(Expressed as a Percentage of Base Salary) |
| |||
Dale Asplund
|
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N/A
|
| | | | 130% | | |
Brett Urban
|
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75%
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| | | | 85% | | |
Jonathan Gottsegen
|
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75%
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| | | | 75% | | |
Amanda Orders
|
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75%
|
| | | | 85% | | |
Michael Dozier
|
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N/A
|
| | | | 85% | | |
Financial Goals
|
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Metric
Weighting |
| |
Threshold
(50% Payout) |
| |
Target
(100% Payout) |
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Maximum
(200% Payout) |
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Actual
Results |
| |
Payout
Percentage |
| ||||||||||||||||||
Adjusted EBITDA
|
| | | | 80% | | | | | $ | 298.3 | | | | | $ | 331.4 | | | | | $ | 364.6 | | | | | $ | 324.7 | | | | | | 90% | | |
Strategic Goals | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
ESG
|
| | | | 20% | | | |
Qualitative Assessment (see above)
|
| | | | 140% | | | |||||||||||||||||||||
Final Achievement
|
| | | | 100% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 100% | | |
Name
|
| |
2024 Base
Salary |
| |
2024
Target Bonus % |
| |
Target
Bonus Amount |
| |
Final
Achievement Factor |
| |
Total Bonus
Paid |
| |||||||||||||||
Dale Asplund
|
| | | $ | 950,000 | | | | | | 130% | | | | | $ | 1,235,000 | | | | | | 100% | | | | | $ | 1,235,000 | | |
Brett Urban
|
| | | $ | 525,000 | | | | | | 85% | | | | | $ | 446,250 | | | | | | 100% | | | | | $ | 446,250 | | |
Jonathan Gottsegen
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| | | $ | 553,000 | | | | | | 75% | | | | | $ | 414,750 | | | | | | 100% | | | | | $ | 414,750 | | |
Amanda Orders
|
| | | $ | 450,000 | | | | | | 85% | | | | | $ | 382,500 | | | | | | 100% | | | | | $ | 382,500 | | |
Michael Dozier
|
| | | $ | 425,000 | | | | | | 85% | | | | | $ | 361,250 | | | | | | 100% | | | | | $ | 361,250 | | |
Name
|
| |
Fiscal 2024 Annual
Grant Value |
| |
Time-Vesting RSUs
(#) |
| |
PRSUs at Target
(#) |
| |||||||||
Dale Asplund
|
| | | $ | 4,000,000 | | | | | | 277,000 | | | | | | 277,000 | | |
Brett Urban
|
| | | $ | 1,000,000 | | | | | | 69,444 | | | | | | 69,444 | | |
Jonathan Gottsegen
|
| | | $ | 746,000 | | | | | | 51,805 | | | | | | 51,805 | | |
Amanda Orders
|
| | | $ | 600,000 | | | | | | 41,666 | | | | | | 41,666 | | |
Michael Dozier
|
| | | $ | 510,000 | | | | | | 35,416 | | | | | | 35,416 | | |
Name and Principal
Position(1) |
| |
Year
|
| |
Salary
($) |
| |
Bonus
($)(2) |
| |
Stock
Awards ($)(3) |
| |
Option
Awards ($)(4) |
| |
Non-Equity
Incentive Plan Compensation ($)(5) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($) |
| |
All Other
Compensation ($)(6) |
| |
Total
($) |
| |||||||||||||||||||||||||||
Dale Asplund
President and CEO |
| | | | 2024 | | | | | | 950,000 | | | | | | 500,000 | | | | | | 13,050,594 | | | | | | — | | | | | | 1,235,000 | | | | | | — | | | | | | 39,738 | | | | | | 15,775,332 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Brett Urban
Executive Vice President, CFO |
| | | | 2024 | | | | | | 525,000 | | | | | | 62,500 | | | | | | 999,994 | | | | | | — | | | | | | 446,250 | | | | | | — | | | | | | 19,755 | | | | | | 2,053,498 | | |
| | | 2023 | | | | | | 450,000 | | | | | | — | | | | | | 999,982 | | | | | | — | | | | | | 391,500 | | | | | | — | | | | | | 18,917 | | | | | | 1,860,399 | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Jonathan Gottsegen
Executive Vice President, Chief Legal Officer and Corporate Secretary |
| | | | 2024 | | | | | | 553,000 | | | | | | 40,000 | | | | | | 745,992 | | | | | | — | | | | | | 414,750 | | | | | | — | | | | | | 32,105 | | | | | | 1,785,847 | | |
| | | 2023 | | | | | | 553,000 | | | | | | — | | | | | | 1,420,988 | | | | | | — | | | | | | 481,110 | | | | | | — | | | | | | 41,943 | | | | | | 2,497,041 | | | ||
| | | 2022 | | | | | | 553,000 | | | | | | — | | | | | | 723,001 | | | | | | 373,002 | | | | | | 138,388 | | | | | | — | | | | | | 35,339 | | | | | | 1,822,730 | | | ||
Amanda Orders
Executive Vice President, CHRO |
| | | | 2024 | | | | | | 450,000 | | | | | | 62,500 | | | | | | 599,990 | | | | | | — | | | | | | 382,500 | | | | | | — | | | | | | 20,571 | | | | | | 1,515,562 | | |
| | | 2023 | | | | | | 425,000 | | | | | | — | | | | | | 1,554,975 | | | | | | — | | | | | | 369,750 | | | | | | — | | | | | | 18,229 | | | | | | 2,367,954 | | | ||
| | | 2022 | | | | | | 375,000 | | | | | | — | | | | | | 724,997 | | | | | | 224,998 | | | | | | 86,625 | | | | | | — | | | | | | 6,243 | | | | | | 1,417,863 | | | ||
Michael Dozier
Executive Vice President, Chief Commercial Officer |
| | | | 2024 | | | | | | 425,000 | | | | | | 40,000 | | | | | | 509,990 | | | | | | — | | | | | | 361,250 | | | | | | — | | | | | | 18,507 | | | | | | 1,354,747 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Award Type
|
| |
Grant
Date |
| |
Board
Approval Date |
| |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards(1) |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards(2) |
| |
All Other Stock
Awards: Number of Shares of Stock or Units(3) |
| |
Grant
Date Fair Value of Stock Awards(4) |
| ||||||||||||||||||||||||||||||||||||
Name
|
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| |||||||||||||||||||||||||||||||||||||||
Dale Asplund
President and CEO |
| |
Time-vesting RSUs(5)
|
| |
10/1/23
|
| |
8/27/23
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 250,000 | | | | | | 1,937,500 | | |
|
Time-vesting RSUs(6)
|
| |
10/1/23
|
| |
8/27/23
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 667,820 | | | | | | 5,175,605 | | | ||
| PRSUs(7) | | |
10/1/23
|
| |
8/27/23
|
| | | | — | | | | | | — | | | | | | — | | | | | | 125,000 | | | | | | 250,000 | | | | | | 500,000 | | | | | | — | | | | | | 1,937,500 | | | ||
|
Time-vesting RSUs(8)
|
| |
11/17/23
|
| |
11/1/23
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 277,777 | | | | | | 1,999,994 | | | ||
| PRSUs(9) | | |
11/17/23
|
| |
11/1/23
|
| | | | — | | | | | | — | | | | | | — | | | | | | 138,889 | | | | | | 277,777 | | | | | | 555,554 | | | | | | — | | | | | | 1,999,994 | | | ||
| 2024 Bonus | | |
—
|
| |
—
|
| | | | 617,500 | | | | | | 1,235,000 | | | | | | 2,470,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Brett Urban
EVP, CFO |
| |
Time-vesting RSUs(8)
|
| |
11/17/23
|
| |
11/1/23
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 69,444 | | | | | | 499,997 | | |
| PRSUs(9) | | |
11/17/23
|
| |
11/1/23
|
| | | | — | | | | | | — | | | | | | — | | | | | | 34,722 | | | | | | 69,444 | | | | | | 138,888 | | | | | | — | | | | | | 499,997 | | | ||
| 2024 Bonus | | |
—
|
| |
—
|
| | | | 223,125 | | | | | | 446,250 | | | | | | 892,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Jonathan Gottsegen
EVP, CLO and Corporate Secretary |
| |
Time-vesting RSUs(8)
|
| |
11/17/23
|
| |
11/1/23
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 51,805 | | | | | | 372,996 | | |
| PRSUs(9) | | |
11/17/23
|
| |
11/1/23
|
| | | | — | | | | | | — | | | | | | — | | | | | | 25,903 | | | | | | 51,805 | | | | | | 103,610 | | | | | | — | | | | | | 372,996 | | | ||
| 2024 Bonus | | |
—
|
| |
—
|
| | | | 207,375 | | | | | | 414,750 | | | | | | 829,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Amanda Orders
EVP, CHRO |
| |
Time-vesting RSUs(8)
|
| |
11/17/23
|
| |
11/1/23
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 41,666 | | | | | | 299,995 | | |
| PRSUs(9) | | |
11/17/23
|
| |
11/1/23
|
| | | | — | | | | | | — | | | | | | — | | | | | | 20,833 | | | | | | 41,666 | | | | | | 83,332 | | | | | | — | | | | | | 299,995 | | | ||
| 2024 Bonus | | |
—
|
| |
—
|
| | | | 191,250 | | | | | | 382,500 | | | | | | 765,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Michael Dozier
EVP, Chief Commercial Officer |
| |
Time-vesting RSUs(8)
|
| |
11/17/23
|
| |
11/1/23
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 35,416 | | | | | | 254,995 | | |
| PRSUs(9) | | |
11/17/23
|
| |
11/1/23
|
| | | | — | | | | | | — | | | | | | — | | | | | | 17,708 | | | | | | 35,416 | | | | | | 70,832 | | | | | | — | | | | | | 254,995 | | | ||
| 2024 Bonus | | |
—
|
| |
—
|
| | | | 180,625 | | | | | | 361,250 | | | | | | 722,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | |
Option Awards
|
| |
Stock Awards
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant
Date(1) |
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Not Exercisable |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(2) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, units or Other Rights That Have Not Vested ($)(2)(3) |
| |||||||||||||||||||||||||||
Dale Asplund
|
| |
10/1/23(15)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 667,820 | | | | | | 10,511,487 | | | | | | — | | | | | | — | | |
|
10/1/23(15)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 250,000 | | | | | | 3,935,000 | | | | | | — | | | | | | — | | | ||
|
10/1/23(16)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 250,000 | | | | | | 3,935,000 | | | ||
|
11/17/23(17)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 277,777 | | | | | | 4,372,210 | | | | | | — | | | | | | — | | | ||
|
11/17/23(16)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 277,777 | | | | | | 4,372,210 | | | ||
Brett Urban
|
| |
6/27/18(4)
|
| | | | 29,477 | | | | | | — | | | | | | 13,870 | | | | | | 22.00 | | | | | | 6/27/28 | | | | | | — | | | | | | — | | | | | | 5,007 | | | | | | 78,810 | | |
|
6/27/18(5)
|
| | | | 10,691 | | | | | | — | | | | | | — | | | | | | 22.00 | | | | | | 6/27/28 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
11/28/18(6)
|
| | | | 9,000 | | | | | | — | | | | | | — | | | | | | 13.49 | | | | | | 11/28/28 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
11/22/19(7)
|
| | | | 9,728 | | | | | | — | | | | | | — | | | | | | 16.89 | | | | | | 11/22/29 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
11/19/20(8)
|
| | | | 8,535 | | | | | | 2,846 | | | | | | — | | | | | | 13.78 | | | | | | 11/19/30 | | | | | | 1,457 | | | | | | 22,933 | | | | | | — | | | | | | — | | | ||
|
11/18/21(9)
|
| | | | 6,041 | | | | | | 6,042 | | | | | | — | | | | | | 15.04 | | | | | | 11/18/31 | | | | | | 2,749 | | | | | | 43,269 | | | | | | — | | | | | | — | | | ||
|
9/29/22(10)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 88,607 | | | | | | 1,394,674 | | | | | | — | | | | | | — | | | ||
|
11/18/22(11)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 25,568 | | | | | | 402,440 | | | | | | — | | | | | | — | | | ||
|
11/18/22(12)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 34,090 | | | | | | 536,577 | | | ||
|
6/1/23(13)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 27,493 | | | | | | 432,740 | | | | | | — | | | | | | — | | | ||
|
11/17/23(17)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 69,444 | | | | | | 1,093,049 | | | | | | — | | | | | | — | | | ||
|
11/17/23(16)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 69,444 | | | | | | 1,093,049 | | | ||
Jonathan Gottsegen
|
| |
6/27/18(4)
|
| | | | 137,433 | | | | | | — | | | | | | 64,674 | | | | | | 22.00 | | | | | | 6/27/28 | | | | | | — | | | | | | — | | | | | | 20,426 | | | | | | 321,505 | | |
|
6/27/18(5)
|
| | | | 42,764 | | | | | | — | | | | | | — | | | | | | 22.00 | | | | | | 6/27/18 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
11/28/18(6)
|
| | | | 55,720 | | | | | | — | | | | | | — | | | | | | 13.49 | | | | | | 11/28/28 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
11/22/19(7)
|
| | | | 47,338 | | | | | | — | | | | | | — | | | | | | 16.89 | | | | | | 11/22/29 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
11/19/20(8)
|
| | | | 39,384 | | | | | | 13,129 | | | | | | — | | | | | | 13.78 | | | | | | 11/19/30 | | | | | | 6,722 | | | | | | 105,804 | | | | | | — | | | | | | — | | | ||
|
11/18/21(9)
|
| | | | 27,253 | | | | | | 27,254 | | | | | | — | | | | | | 15.04 | | | | | | 11/18/31 | | | | | | 12,401 | | | | | | 195,192 | | | | | | — | | | | | | — | | | ||
|
9/29/22(10)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 44,303 | | | | | | 697,329 | | | | | | — | | | | | | — | | | ||
|
11/18/22(11)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 37,400 | | | | | | 588,676 | | | | | | — | | | | | | — | | | ||
|
11/18/22(12)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 49,866 | | | | | | 784,891 | | | ||
|
6/1/23(13)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,463 | | | | | | 196,168 | | | | | | — | | | | | | — | | | ||
|
11/17/23(17)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 51,805 | | | | | | 815,411 | | | | | | — | | | | | | — | | | ||
|
11/17/23(16)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 51,805 | | | | | | 815,411 | | |
| | |
Option Awards
|
| |
Stock Awards
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant
Date(1) |
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Not Exercisable |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(2) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, units or Other Rights That Have Not Vested ($)(2)(3) |
| |||||||||||||||||||||||||||
Amanda Orders
|
| |
6/27/18(4)
|
| | | | 25,324 | | | | | | — | | | | | | 7,070 | | | | | | 22.00 | | | | | | 6/27/28 | | | | | | — | | | | | | — | | | | | | 3,425 | | | | | | 53,910 | | |
|
6/27/18(5)
|
| | | | 6,415 | | | | | | — | | | | | | — | | | | | | 22.00 | | | | | | 6/27/28 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
11/28/18(6)
|
| | | | 8,000 | | | | | | — | | | | | | — | | | | | | 13.49 | | | | | | 11/28/28 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
11/22/19(7)
|
| | | | 21,635 | | | | | | — | | | | | | — | | | | | | 16.89 | | | | | | 11/22/29 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
11/19/20(8)
|
| | | | 18,603 | | | | | | 6,201 | | | | | | — | | | | | | 13.78 | | | | | | 11/19/30 | | | | | | 3,175 | | | | | | 49,975 | | | | | | — | | | | | | — | | | ||
|
11/18/21(9)
|
| | | | 16,439 | | | | | | 16,440 | | | | | | — | | | | | | 15.04 | | | | | | 11/18/31 | | | | | | 7,480 | | | | | | 117,735 | | | | | | — | | | | | | — | | | ||
|
9/29/22(10)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 63,291 | | | | | | 996,200 | | | | | | — | | | | | | — | | | ||
|
11/18/22(11)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 30,080 | | | | | | 473,459 | | | | | | — | | | | | | — | | | ||
|
11/18/22(12)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 40,106 | | | | | | 631,268 | | | ||
|
11/18/22(14)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 66,844 | | | | | | 1,052,125 | | | | | | — | | | | | | — | | | ||
|
6/1/23(13)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 27,493 | | | | | | 432,740 | | | | | | — | | | | | | — | | | ||
|
11/17/23(17)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 41,666 | | | | | | 655,823 | | | | | | — | | | | | | — | | | ||
|
11/17/23(16)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 41,666 | | | | | | 655,823 | | | ||
Michael Dozier
|
| |
6/27/18(4)
|
| | | | 55,954 | | | | | | — | | | | | | 11,458 | | | | | | 22.00 | | | | | | 6/27/28 | | | | | | — | | | | | | — | | | | | | 8,625 | | | | | | 135,758 | | |
|
6/27/18(5)
|
| | | | 85.529 | | | | | | — | | | | | | — | | | | | | 22.00 | | | | | | 6/27/18 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
11/28/18(6)
|
| | | | 36,630 | | | | | | — | | | | | | — | | | | | | 13.49 | | | | | | 11/28/28 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
11/22/19(7)
|
| | | | 26,787 | | | | | | — | | | | | | — | | | | | | 16.89 | | | | | | 11/22/29 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
11/19/20(8)
|
| | | | 23,918 | | | | | | 7,973 | | | | | | — | | | | | | 13.78 | | | | | | 11/19/30 | | | | | | 4,082 | | | | | | 64,251 | | | | | | — | | | | | | — | | | ||
|
11/18/21(9)
|
| | | | 17,974 | | | | | | 17,974 | | | | | | — | | | | | | 15.04 | | | | | | 11/18/31 | | | | | | 8,178 | | | | | | 128,722 | | | | | | — | | | | | | — | | | ||
|
9/29/22(10)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 31,645 | | | | | | 498,092 | | | | | | — | | | | | | — | | | ||
|
11/18/22(11)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 25,568 | | | | | | 402,440 | | | | | | — | | | | | | — | | | ||
|
11/18/22(12)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 34,090 | | | | | | 536,577 | | | ||
|
6/1/23(13)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,463 | | | | | | 196,168 | | | | | | — | | | | | | — | | | ||
|
11/17/23(17)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 35,416 | | | | | | 557,448 | | | | | | — | | | | | | — | | | ||
|
11/17/23(16)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 35,416 | | | | | | 557,448 | | |
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
Name
|
| |
Number of
Shares Acquired on Exercise (#) |
| |
Value
Realized on Exercise ($) |
| |
Number of
Shares Acquired on Vesting (#)(1) |
| |
Value
Realized on Vesting ($)(2) |
| ||||||||||||
Dale Asplund
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Brett Urban
|
| | | | — | | | | | | — | | | | | | 55,269 | | | | | | 579,795 | | |
Jonathan Gottsegen
|
| | | | — | | | | | | — | | | | | | 113,677 | | | | | | 901,936 | | |
Amanda Orders
|
| | | | — | | | | | | — | | | | | | 57,460 | | | | | | 595,737 | | |
Michael Dozier
|
| | | | — | | | | | | — | | | | | | 89,529 | | | | | | 727,365 | | |
Name
|
| |
Executive
Contributions in Last FY ($)(1) |
| |
Registrant
Contributions in Last FY ($) |
| |
Aggregate
Earnings in Last FY ($)(2) |
| |
Aggregate
Withdrawals/ Distributions ($) |
| |
Aggregate
Balance at Last FYE ($)(3) |
| |||||||||||||||
Dale Asplund
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Brett Urban
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jonathan Gottsegen
|
| | | | 70,401 | | | | | | — | | | | | | 10,810 | | | | | | — | | | | | | 259,398 | | |
Amanda Orders
|
| | | | 26,798 | | | | | | — | | | | | | 78,777 | | | | | | — | | | | | | 330,960 | | |
Michael Dozier
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| |
Event
|
| | |
RSU/RS (Time)
|
| | |
Stock Options
|
| | |
RSU/RS and Stock Options
Performance (Pre-IPO) |
| |
| |
Death
|
| | |
Accelerate vesting of the next tranche
|
| | |
Forfeit
365 days to exercise vested options
|
| | |
Forfeit
|
| |
| | Disability | | | ||||||||||||
| |
Retirement
|
| | |
Forfeit
|
| | |
Forfeit
90 days to exercise vested options
|
| | ||||
| | Resignation (not Retirement) | | | ||||||||||||
| | Involuntary (without Cause) | | | ||||||||||||
| | Involuntary (with Cause) | | | | Forfeit all (vested and unvested) | | | ||||||||
| | Change in Control | | | | Accelerate all vesting | | | | Accelerate all vesting | | | | Could accelerate if IRR/MOIC requirements are met per Accounting calculation | | |
| |
Event
|
| | |
RSU (Annual)
|
| | |
RSU (Retention)
|
| | |
PRSU
|
| |
| |
Death
Disability |
| | |
Accelerate vesting of the next tranche
|
| | |
Accelerate vesting on the next tranche
|
| | |
Pro-rate based on days worked during the performance period
Vest at end of performance period to the extent that the performance metrics are met
|
| |
| |
Retirement
|
| | |
Continued vesting per schedule, subject to conditions*
|
| | |
Forfeit
|
| | ||||
| |
Resignation (not Retirement)
Involuntary (without Cause)** Involuntary (with Cause) |
| | | Forfeit | | | | Forfeit | | | ||||
| | Change in Control | | | |
Award is not assumed/replaced: Accelerate all vesting upon CIC
Award is assumed/replaced: Accelerate vesting for termination without Cause or with Good Reason within 24 months after the CIC
|
| | |
Award is not assumed/replaced: Accelerate all vesting upon CIC
Award is assumed/replaced: Accelerate vesting for termination without Cause or with Good Reason within 24 months after the CIC
|
| | |
Award is not assumed/replaced: Accelerate all vesting upon CIC
Award is assumed/replaced: Accelerate vesting for termination without Cause or with Good Reason within 24 months after the CIC
In either case, vesting based on greater of target or actual performance measured through CIC
|
| |
Event
|
| |
Cash
Severance ($)(1) |
| |
Continuation
of Group Health Coverage ($)(2) |
| |
Outplacement
Services ($)(3) |
| |
Value of
Equity Acceleration ($)(4) |
| |
Total
($) |
| |||||||||||||||
Dale Asplund | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Death or Disability
|
| | | | 1,237,603 | | | | | | — | | | | | | — | | | | | | 7,473,761 | | | | | | 8,711,364 | | |
Involuntary Termination without Cause
or with Good Reason |
| | | | 2,185,000 | | | | | | 13,935 | | | | | | 7,500 | | | | | | — | | | | | | 2,206,435 | | |
Retirement
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Voluntary termination (not Retirement or Good Reason) or Involuntary Termination for Cause
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Change of Control
|
| | | | 3,420,000 | | | | | | 13,935 | | | | | | 7,500 | | | | | | 27,125,907 | | | | | | 30,567,342 | | |
Brett Urban | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Death or Disability
|
| | | | 447,688 | | | | | | — | | | | | | — | | | | | | 3,001,461 | | | | | | 3,449,149 | | |
Involuntary Termination without Cause
or with Good Reason |
| | | | 971,250 | | | | | | 22,763 | | | | | | 7,500 | | | | | | 432,740 | | | | | | 1,434,253 | | |
Retirement
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Voluntary termination (not Retirement or Good Reason) or Involuntary Termination for Cause
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Change of Control
|
| | | | 1,417,500 | | | | | | 22,763 | | | | | | 7,500 | | | | | | 5,028,538 | | | | | | 6,476,301 | | |
Event
|
| |
Cash
Severance ($)(1) |
| |
Continuation
of Group Health Coverage ($)(2) |
| |
Outplacement
Services ($)(3) |
| |
Value of
Equity Acceleration ($)(4) |
| |
Total
($) |
| |||||||||||||||
Jonathan Gottsegen | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Death or Disability
|
| | | | 416,265 | | | | | | — | | | | | | — | | | | | | 2,292,043 | | | | | | 2,708,308 | | |
Involuntary Termination without Cause
or with Good Reason |
| | | | 967,750 | | | | | | 18,315 | | | | | | 7,500 | | | | | | 196,168 | | | | | | 1,189,733 | | |
Retirement
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Voluntary termination (not Retirement or Good Reason) or Involuntary Termination for Cause
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Change of Control
|
| | | | 1,382,500 | | | | | | 18,315 | | | | | | 7,500 | | | | | | 4,243,739 | | | | | | 5,652,054 | | |
Amanda Orders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Death or Disability
|
| | | | 383,733 | | | | | | — | | | | | | — | | | | | | 3,551,149 | | | | | | 3,934,881 | | |
Involuntary Termination without Cause
or with Good Reason |
| | | | 832,500 | | | | | | 18,315 | | | | | | 7,500 | | | | | | 432,740 | | | | | | 1,291,055 | | |
Retirement
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Voluntary termination (not Retirement or Good Reason) or Involuntary Termination for Cause
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Change of Control
|
| | | | 1,215,000 | | | | | | 18,315 | | | | | | 7,500 | | | | | | 5,088,810 | | | | | | 6,329,625 | | |
Michael Dozier | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Death or Disability
|
| | | | 362,414 | | | | | | — | | | | | | — | | | | | | 1,639,935 | | | | | | 2,002,349 | | |
Involuntary Termination without Cause
or with Good Reason |
| | | | 786,250 | | | | | | 17,126 | | | | | | 7,500 | | | | | | 196,168 | | | | | | 1,007,044 | | |
Retirement
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Voluntary termination (not Retirement or Good Reason) or Involuntary Termination for Cause
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Change of Control
|
| | | | 1,147,500 | | | | | | 17,126 | | | | | | 7,500 | | | | | | 2,969,354 | | | | | | 4,141,480 | | |
Year | | | Summary Compensation Table Total for Masterman(1) | | | Compensation Actually Paid to Masterman(1)(2)(3) | | | Summary Compensation Table Total for Abrahamson(1) | | | Compensation Actually Paid to Abrahamson(1)(2)(3) | | | Summary Compensation Table Total for Asplund(1) | | | Compensation Actually Paid to Asplund(1)(2)(3) | | | Average Summary Compensation Table Total for Non-CEO NEOs(4) | | | Average Compensation Actually Paid to Non-CEO NEOs(2)(3)(4) | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income (in millions) | | | EBITDA | | |||||||||||||||||||||||||||||||||||||||
| Brightview Holdings | | | Russell 2500 Waste & Disposal Services Index | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | | (j) | | | (k) | | | (l) | | | (m) | | ||||||||||||||||||||||||||||||||||||
2024 | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
2023 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | | N/A | | | | | | N/A | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | | | |||||||||
2022 | | | | $ | | | | | $ | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
2021 | | | | $ | | | | | $ | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
| | | 2024 | | |||||||||
| | | Dale Asplund | | | Average Non-CEO NEOs | | ||||||
Adjustments for Equity Awards | | | | | | | | | | | | | |
Adjustment for grant date values in the Summary Compensation Table | | | | $ | ( | | | | | $ | ( | | |
Year-end fair value of unvested awards granted in the current year | | | | $ | | | | | $ | | | ||
Year-over-year difference of year-end fair values for unvested awards granted in prior years | | | | $ | | | | | $ | | | ||
Fair values at vest date for awards granted and vested in current year | | | | $ | | | | | $ | | | ||
Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | | | | $ | | | | | $ | | |
| | | 2024 | | |||||||||
| | | Dale Asplund | | | Average Non-CEO NEOs | | ||||||
Forfeitures during current year equal to prior year-end fair value | | | | $ | | | | | $ | | | ||
Dividends or dividend equivalents not otherwise included in the total compensation | | | | $ | | | | | $ | | | ||
Total Adjustments for Equity Awards | | | | $ | | | | | $ | | | ||
Compensation Actually Paid (as calculated) | | | | $ | | | | | $ | | | ||
|
Name
|
| |
Fees Earned or
Paid in Cash(1) |
| |
Stock Awards
($)(2) |
| |
Total ($)
|
| |||||||||
James R. Abrahamson
|
| | | | 97,500 | | | | | | 120,000 | | | | | | 217,500 | | |
Jane Okun Bomba
|
| | | | 100,000 | | | | | | 120,000 | | | | | | 220,000 | | |
William Cornog
|
| | | | 85,000 | | | | | | 120,000 | | | | | | 205,000 | | |
Frank Lopez
|
| | | | 97,500 | | | | | | 120,000 | | | | | | 217,500 | | |
Paul E. Raether(3)
|
| | | | — | | | | | | — | | | | | | — | | |
Richard W. Roedel(4)
|
| | | | 100,000 | | | | | | 120,000 | | | | | | 220,000 | | |
Mara Swan
|
| | | | 95,000 | | | | | | 120,000 | | | | | | 215,000 | | |
Kurt Barker(5)
|
| | | | — | | | | | | — | | | | | | — | | |
Josh Goldman(5)
|
| | | | — | | | | | | — | | | | | | — | | |
Name of Beneficial Owner
|
| |
Amount and
Nature of Beneficial Ownership(1) |
| |
Percent of
Common Stock Outstanding |
| ||||||
Beneficial Owners of More than 5% | | | | | | | | | | | | | |
Investment funds affiliated with KKR(2)
|
| | | | 33,133,123 | | | | | | 22.1% | | |
Investment funds affiliated with One Rock(3)
|
| | | | 54,241,750 | | | | | | 36.2% | | |
Directors and named Executive Officers: | | | | | | | | | | | | | |
Dale A. Asplund
|
| | | | 969,219 | | | | | | * | | |
Brett Urban
|
| | | | 224,353 | | | | | | * | | |
Amanda Orders
|
| | | | 268,134 | | | | | | * | | |
Michael Dozier
|
| | | | 496,704 | | | | | | * | | |
Jonathan M. Gottsegen
|
| | | | 640,334 | | | | | | * | | |
James R. Abrahamson
|
| | | | 256,076 | | | | | | * | | |
Kurt Barker
|
| | | | — | | | | | | * | | |
Jane Okun Bomba
|
| | | | 99,185 | | | | | | * | | |
William Cornog(4)
|
| | | | 76,127 | | | | | | * | | |
Josh Goldman
|
| | | | — | | | | | | * | | |
Frank Lopez
|
| | | | 62,064 | | | | | | * | | |
Paul E. Raether(5)
|
| | | | — | | | | | | * | | |
Richard W. Roedel(6)
|
| | | | 33,511 | | | | | | * | | |
Mara Swan
|
| | | | 96,738 | | | | | | * | | |
All directors and executive officers as a group (16 persons)
|
| | | | 3,222,445 | | | | | | 2.2% | | |
Corporate Secretary
BrightView Holdings, Inc.
980 Jolly Road
Blue Bell, Pennsylvania 19422