| |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on Tuesday, March 5, 2024: The Proxy Statement and 2023 Annual Report to Stockholders, which includes the Annual Report on Form 10-K for the year ended September 30, 2023, are available at www.voteproxy.com.
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Name
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| |
Age
|
| |
Principal Occupation and Other Information
|
|
James R. Abrahamson
|
| | 68 | | |
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 | | | 55 | | | 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
|
| |
Age
|
| |
Principal Occupation and Other Information
|
|
| | | | | | 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 | | | 61 | | |
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 Analytics plc 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.
|
|
William Cornog | | | 59 | | |
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 Channel Control Merchants, which is a KKR portfolio company, and LiveWire Group, Inc. (NYSE: LVWR). Mr. Cornog serves as Chairman of the audit committee and the conflicts committee of LiveWire and as a member of its human resources committee. 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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|
Frank Lopez | | | 49 | | | Frank Lopez has been a member of the Board since September 2021. Mr. Lopez is Executive Vice President and Chief Human Resources Officer | |
Name
|
| |
Age
|
| |
Principal Occupation and Other Information
|
|
| | | | | |
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 member of the Board of Directors of the Florida International University Foundation.
|
|
Paul E. Raether | | | 77 | | |
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 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 and the U.S. Ski and Snowboard Foundation.
|
|
Richard W. Roedel | | | 74 | | |
Richard W. Roedel has been a member of the Board since January 2015.
Mr. Roedel also serves as a director of publicly held companies Clarivate PLC (NYSE: CLVT), LSB Industries, Inc. (NYSE: LXU) and Luna Innovations Incorporated (Nasdaq: LUNA). Mr. Roedel serves as Non-Executive Chairman of Luna and LSB, as Chairman of the audit committee of LSB and as a member of the audit committee of Clarivate. Mr. Roedel also serves on the compensation committee of LSB and Luna.
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|
Name
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| |
Age
|
| |
Principal Occupation and Other Information
|
|
| | | | | |
Mr. Roedel served on the board of directors of Six Flags Entertainment Corporation from 2010 until 2021, and was Non- Executive Chairman at the time of his retirement.
Mr. Roedel served on the Board of IHS Markit from 2006 until 2020. During that time Mr. Roedel served as Chairman of the risk committee and a member of the audit committee. Mr. Roedel served on the board of Lorillard, Inc. until 2015 when it was acquired by Reynolds American Inc. During his years on the board of Lorillard, Inc., Mr. Roedel served as Chairman of the audit committee, a member of the nominating and governance committee and lead independent director. Mr. Roedel served on the board of Sealy Corporation in several capacities, including Chairman of its audit committee, until 2013 when Sealy was acquired by Tempur-Pedic International Inc. Mr. Roedel served on the Board of Directors of BrightPoint, Inc. in several capacities until 2012, when it was acquired by Ingram Micro Inc., including Chairman of its audit committee, Chairman of its compensation committee and member of its nominating and governance committee. Mr. Roedel served on the board of directors of Broadview Holdings, Inc. and was Chairman of its audit committee and a member of its compensation committees until 2012, following the approval of its financial restructuring plan by the United States Bankruptcy Court, which resulted in a change to its ownership structure. Mr. Roedel served on the Board of Directors of Dade Behring Holdings, Inc. and was Chairman of its audit committee until 2007 when Dade was acquired by Siemens AG. Mr. Roedel served on the Board of Directors of Take-Two Interactive Software, Inc. until 2005, initially as Chairman of its audit and governance committees, later becoming Chairman and Chief Executive Officer. Mr. Roedel was until recently a member of the National Association of Corporate Directors (NACD) Risk Oversight Advisory Council. Mr. Roedel was appointed to a three year term, ending in 2017, on the Standing Advisory Group of the Public Company Accounting Oversight Board (PCAOB).
Until 2000 Mr. Roedel was employed by BDO Seidman LLP, having been managing partner of its Chicago and New York Metropolitan area offices and later Chairman and CEO. Mr. Roedel is a graduate of The Ohio State University and a CPA.
|
|
Mara Swan | | | 64 | | | 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 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 | |
Name
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| |
Age
|
| |
Principal Occupation and Other Information
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|
| | | | | | also was previously the Executive Chair of the Center on Executive Compensation in Washington, D.C. | |
Name
|
| |
Age
|
| |
Principal Occupation and Other Information
|
|
Kurtis Barker | | | 63 | | |
Kurtis 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. 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. Prior to United Rentals, Mr. Barker was Vice President of the Midwest Region for United Waste Systems.
Mr. Barker earned a B.S. from South Dakota State University and an Advanced Management Program certificate from Harvard Business School.
|
|
Joshua Goldman | | | 41 | | |
Joshua 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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|
| | |
Audit Committee
|
| |
Compensation Committee
|
| |
N&CG Committee
|
|
James R. Abrahamson
|
| |
X
|
| |
X
|
| | | |
Dale A. Asplund
|
| | | | | | | | | |
Kurtis Barker
|
| | | | | | | |
X
|
|
Jane Okun Bomba
|
| |
X
|
| | | | |
X, Chair
|
|
William Cornog
|
| | | | | | | |
X
|
|
Joshua Goldman
|
| | | | |
X
|
| | | |
Frank Lopez
|
| |
X
|
| |
X
|
| | | |
Paul E. Raether
|
| | | | |
X
|
| | | |
Richard W. Roedel
|
| |
X, Chair
|
| | | | | | |
Mara Swan
|
| | | | |
X, Chair
|
| | | |
Name
|
| |
Age
|
| |
Principal Occupation and Other Information
|
|
Thomas C. Donnelly | | | 70 | | | Tom Donnelly has served as President, Development Services since June 2014. Mr. Donnelly is responsible for overseeing BrightView’s Development Services segment including our Landscape Architecture, Landscape Development, and Tree Specimen Growing businesses and is responsible for nurturing a vast array of customer relationships. Prior to BrightView acquiring ValleyCrest Holdings, Mr. Donnelly served as President of ValleyCrest Landscape Development at ValleyCrest Holding from July 2001 to June 2014 and over his 43 year career at the Company held positions of increasing responsibility in branch operations and central support. Mr. Donnelly is active with the American Society of Landscape Architects (ASLA), the Construction Industry Roundtable (CIRT) where he serves as a member of the executive committee, the Urban Land Institute (ULI), the Landscape Architecture Foundation (LAF) where he serves as Board Member Emeritus, and is a Member of the Advisory Board at the national level of the ACE Mentor Program. | |
Name
|
| |
Age
|
| |
Principal Occupation and Other Information
|
|
| | | | | | Mr. Donnelly received a Bachelor of Science degree in Landscape Architecture from Rutgers University. | |
Michael J. Dozier | | | 62 | | |
Michael Dozier has served as President of BrightView’s Maintenance Services, Evergreen East Division since 2018. He oversees all maintenance operations throughout the Southeastern U.S., including Florida, Georgia, South Carolina, Kentucky and Tennessee. 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. 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.
|
|
Jonathan M. Gottsegen | | | 57 | | |
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 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 at Tulane University’s School of Law and his Bachelor of Arts at Emory University.
|
|
Jamie C. Gollotto | | | 53 | | |
Jamie Gollotto has served as President, Seasonal (Maintenance Services), a division that encompasses all maintenance operations in the Northeast, Mid-Atlantic and Midwest, since April 2020. Prior to assuming his current role, Mr. Gollotto was Senior Vice President of Operations for the Northeast region of BrightView Maintenance Services since January 2018. He joined BrightView in September 2014 and served as Senior Vice President of Finance until May 2016. He was promoted to Chief Financial Officer for Maintenance Services in June 2016. Prior to joining BrightView, Mr. Gollotto held leadership positions in finance at Aramark, Cambridge International and Mannington Mills, Inc.
Mr. Gollotto holds a bachelor’s degree in accounting and an M.B.A. from Rutgers University.
|
|
Amanda Orders | | | 46 | | |
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, retention, training, and leadership and organizational
|
|
Name
|
| |
Age
|
| |
Principal Occupation and Other Information
|
|
| | | | | | 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. | |
Brett Urban | | | 41 | | |
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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|
| | |
Fiscal Year Ended
September 30, 2023 |
| |
Fiscal Year Ended
September 30, 2022 |
| ||||||
Fees: | | | | | | | | | | | | | |
Audit fees(1)
|
| | | $ | 2,977,500 | | | | | $ | 2,867,500 | | |
Audit Related fees(2)
|
| | | $ | 125,000 | | | | | $ | 344,545 | | |
Tax fees(3)
|
| | | $ | 264,102 | | | | | $ | 166,750 | | |
All other fees
|
| | | $ | — | | | | | $ | — | | |
Total
|
| | | $ | 3,366,602 | | | | | $ | 3,378,795 | | |
Name and Principal Position
|
| |
Number of
Securities Underlying Stock Options(1) |
| |
Number of
Securities Underlying Restricted Stock Units(1) |
| |
Total
|
| |||||||||
Dale A. Asplund, President and CEO(3)
|
| | | | — | | | | | | 555,554 | | | | | | 555,554 | | |
Brett Urban, Executive Vice President, CFO
|
| | | | 96,230 | | | | | | 351,351 | | | | | | 447,581 | | |
Jonathan M. Gottsegen, Executive Vice President, Chief Legal Officer and Corporate Secretary
|
| | | | 454,949 | | | | | | 299,654 | | | | | | 754,603 | | |
Amanda Orders, CHRO
|
| | | | 126,128 | | | | | | 352,718 | | | | | | 478,846 | | |
Jamie Gollotto, Divisional President, Seasonal
|
| | | | 138,629 | | | | | | 258,049 | | | | | | 396,678 | | |
Andrew Masterman, Former President and CEO
|
| | | | — | | | | | | — | | | | | | — | | |
James R. Abrahamson, Non-Executive Director
|
| | | | — | | | | | | 17,111 | | | | | | 17,111 | | |
Jane Okun Bomba, Non-Executive Director
|
| | | | — | | | | | | 17,111 | | | | | | 17,111 | | |
Kurtis Barker, Non-Executive Director
|
| | | | — | | | | | | — | | | | | | — | | |
William Cornog, Non-Executive Director
|
| | | | — | | | | | | 17,111 | | | | | | 17,111 | | |
Joshua Goldman, Non-Executive Director
|
| | | | — | | | | | | — | | | | | | — | | |
Frank Lopez, Non-Executive Director
|
| | | | — | | | | | | 17,111 | | | | | | 17,111 | | |
Paul E. Raether, Non-Executive Director
|
| | | | — | | | | | | — | | | | | | — | | |
Richard W. Roedel, Non-Executive Director
|
| | | | — | | | | | | 17,111 | | | | | | 17,111 | | |
Mara Swan, Non-Executive Director
|
| | | | — | | | | | | 17,111 | | | | | | 17,111 | | |
All executive officers as a group (7 persons)(2)
|
| | | | 1,475,023 | | | | | | 2,242,393 | | | | | | 3,717,416 | | |
All non-executive directors as a group (9 persons)
|
| | | | — | | | | | | 102,666 | | | | | | 102,666 | | |
Each associate of the above-mentioned directors or executive officers
|
| | | | — | | | | | | — | | | | | | — | | |
Each other person who received or is to receive 5% of such equity awards
|
| | | | — | | | | | | — | | | | | | — | | |
All employees (other than executive officers) as a group
|
| | | | 2,646,703 | | | | | | 2,034,234 | | | | | | 4,680,937 | | |
| | |
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(3) |
| |||||||||
Equity compensation plans approved by stockholders: | | | | | | | | | | | | | | | | | | | |
BrightView Holdings, Inc. Amended and Restated 2018 Omnibus
Incentive Plan |
| | | | 7,470,137 | | | | | $ | 19.06 | | | | | | 6,694,485 | | |
2018 Employee Stock Purchase Plan
|
| | | | — | | | | | | N/A | | | | | | 519,237 | | |
Equity compensation plans not approved by stockholders: | | | | | | | | | | | | | | | | | | | |
BrightView Holdings, Inc. 2023 Employment Inducement Incentive Award Plan(4)
|
| | | | — | | | | | | — | | | | | | 1,750,000 | | |
|
What We Do
|
| |
What We Don’t Do
|
|
|
✓
Emphasis on long-term equity and “at-risk” compensation
✓
Industry-leading 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 successful execution of BrightView’s ESG strategies for Fiscal 2023
✓
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
|
| |
×
Compensation programs do not create undue risk
×
No re-pricing or cash buyout of underwater stock options
×
No significant/special perquisites or tax gross-ups
×
No market timing with granting of equity awards
×
No adjustments to in-cycle performance awards
|
|
|
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 2023 |
| |
Increase
|
| ||||||
James Abrahamson
|
| | | $ | 1,200,000 | | | | | | N/A | | |
Brett Urban
|
| | | $ | 450,000 | | | | | | 42.9% | | |
Jonathan Gottsegen
|
| | | $ | 553,000 | | | | | | — | | |
Amanda Orders
|
| | | $ | 425,000 | | | | | | 13.3% | | |
Jamie Gollotto
|
| | | $ | 425,000 | | | | | | 3.7% | | |
Andrew Masterman
|
| | | $ | 950,000 | | | | | | 5.5% | | |
Named Executive Officer
|
| |
2022 Target Bonus
(Expressed as a Percentage of Base Salary)(1) |
| |
2023 Target Bonus
(Expressed as a Percentage of Base Salary) |
| ||||||
James Abrahamson
|
| | | | N/A | | | | | | N/A | | |
Brett Urban
|
| | | | N/A | | | | | | 75% | | |
Jonathan Gottsegen
|
| | | | 65% | | | | | | 75% | | |
Amanda Orders
|
| | | | 60% | | | | | | 75% | | |
Jamie Gollotto
|
| | | | N/A | | | | | | 85% | | |
Andrew Masterman
|
| | | | 140% | | | | | | 140% | | |
ESG Goals
|
| |
Achievement
|
|
EV Fleet Management – convert 10 – 15% to electric/hybrid
|
| | Target | |
Safety Rate at or below industry rate | | | Above Target | |
Diversity in new hires/promotions | | | Above Target | |
Water Conservation Campaign | | | Below Target | |
Financial Goals
|
| |
Metric
Weighting |
| |
Threshold
(50% Payout) |
| |
Target
(100% Payout) |
| |
Maximum
(200% Payout) |
| |
Actual
Results |
| |
Payout
Percentage |
| ||||||||||||||||||
Adjusted EBITDA
|
| | | | 60% | | | | | $ | 242.0 | | | | | $ | 284.8 | | | | | $ | 313.1 | | | | | $ | 291.9 | | | | | | 125% | | |
Free Cash Flow
|
| | | | 20% | | | | | $ | 45.9 | | | | | $ | 54.0 | | | | | $ | 70.2 | | | | | $ | 54.8 | | | | | | 105% | | |
Non-Financial Goals | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
ESG
|
| | | | 20% | | | | | | | | | |
Qualitative Assessment (see above)
|
| | | | | | | | | | 100% | | | |||||||||
Final Achievement
|
| | | | 100% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 116% | | |
Financial Goals
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
2023
Base Salary |
| |
2023
Target Bonus % |
| |
Target
Bonus Amount |
| |
Adjusted
EBITDA Payout Percentage |
| |
Free Cash
Flow Payout Achievement Percentage |
| |
ESG
Payout Achievement Percentage |
| |
Weighted
Factor |
| |
Total Bonus
Paid |
| ||||||||||||||||||||||||
Brett Urban
|
| | | $ | 450,000 | | | | | | 75% | | | | | $ | 337,500 | | | | | | 125% | | | | | | 105% | | | | | | 100% | | | | | | 116% | | | | | $ | 391,500 | | |
Johnathan Gottsegen
|
| | | $ | 553,000 | | | | | | 75% | | | | | $ | 414,750 | | | | | | 125% | | | | | | 105% | | | | | | 100% | | | | | | 116% | | | | | $ | 481,110 | | |
Amanda Orders
|
| | | $ | 425,000 | | | | | | 75% | | | | | $ | 318,750 | | | | | | 125% | | | | | | 105% | | | | | | 100% | | | | | | 116% | | | | | $ | 369,750 | | |
Jamie Gollotto
|
| | | $ | 425,000 | | | | | | 85% | | | | | $ | 361,250 | | | | | | 37.5%(1) | | | | | | 31.5%(2) | | | | | | 100% | | | | | | 48.8% | | | | | $ | 176,290 | | |
Andrew Masterman
|
| | | $ | 950,000 | | | | | | 140% | | | | | $ | 1,330,000 | | | | | | 125% | | | | | | 105% | | | | | | 100% | | | | | | 116% | | | | | $ | 1,542,800 | | |
Name
|
| |
Fiscal 2023 Annual
Grant Value |
| |
Time-Vesting RSUs
(#) |
| |
PRSUs at Target
(#) |
| |||||||||
Brett Urban
|
| | | $ | 510,000 | | | | | | 34,090 | | | | | | 34,090 | | |
Jonathan Gottsegen
|
| | | $ | 746,000 | | | | | | 49,866 | | | | | | 49,866 | | |
Amanda Orders
|
| | | $ | 600,000 | | | | | | 40,106 | | | | | | 40,106 | | |
Jaime Gollotto
|
| | | $ | 860,000 | | | | | | 57,486 | | | | | | 57,486 | | |
Andrew Masterman
|
| | | $ | 4,000,000 | | | | | | 267,379 | | | | | | 267,379 | | |
Name
|
| |
Stub-Period Grant
Value |
| |
Stub-Period RSUs
(#) |
| ||||||
Brett Urban
|
| | | $ | 115,000 | | | | | | 15,374 | | |
Jonathan Gottsegen
|
| | | $ | 505,000 | | | | | | 67,513 | | |
Amanda Orders
|
| | | $ | 80,000 | | | | | | 10,695 | | |
Jaime Gollotto
|
| | | $ | 115,000 | | | | | | 15,374 | | |
Andrew Masterman
|
| | | $ | 500,000 | | | | | | 66,844 | | |
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 ($)(6) |
| |
Total
($) |
| |||||||||||||||||||||||||||
James Abrahamson
President and CEO |
| | | | 2023 | | | | | | 400,000 | | | | | | — | | | | | | 1,820,537 | | | | | | — | | | | | | — | | | | | | — | | | | | | 65,089 | | | | | | 2,285,626 | | |
Brett Urban
Executive Vice President, CFO |
| | | | 2023 | | | | | | 450,000 | | | | | | — | | | | | | 999,982 | | | | | | — | | | | | | 391,500 | | | | | | — | | | | | | 18,917 | | | | | | 1,860,399 | | |
Jonathan Gottsegen
Executive Vice President, Chief Legal Officer and Corporate Secretary |
| | | | 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 | | | ||
| | | 2021 | | | | | | 540,000 | | | | | | — | | | | | | 370,503 | | | | | | 370,498 | | | | | | 540,540 | | | | | | — | | | | | | 15,669 | | | | | | 1,837,210 | | | ||
Amanda Orders
CHRO |
| | | | 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 | | | ||
Jamie Gollotto
Divisional President, Seasonal |
| | | | 2023 | | | | | | 425,000 | | | | | | — | | | | | | 1,144,983 | | | | | | — | | | | | | 176,290 | | | | | | — | | | | | | 21,578 | | | | | | 1,767,852 | | |
Andrew Masterman
Former President and CEO |
| | | | 2023 | | | | | | 633,333 | | | | | | — | | | | | | 5,728,622 | | | | | | — | | | | | | 1,542,800 | | | | | | — | | | | | | 372,543 | | | | | | 8,277,298 | | |
| | | 2022 | | | | | | 900,000 | | | | | | 521,000 | | | | | | 6,749,983 | | | | | | 1,749,998 | | | | | | 485,100 | | | | | | — | | | | | | 42,633 | | | | | | 10,448,714 | | | ||
| | | 2021 | | | | | | 850,000 | | | | | | — | | | | | | 1,499,994 | | | | | | 1,499,998 | | | | | | 1,832,600 | | | | | | — | | | | | | 30,794 | | | | | | 5,713,386 | | |
| | |
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
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
($) |
| |||||||||||||||||||||||||||||||||||||||
James Abrahamson
President and CEO |
| |
Time-vesting RSUs(5)
|
| |
3/8/2023
|
| |
3/8/2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,111 | | | | | | 119,948 | | |
| Time-vesting RSUs | | |
6/1/2023
|
| |
5/22/2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 198,117 | | | | | | 1,200,589 | | | ||
| Time-vesting RSUs | | |
8/30/2023
|
| |
8/30/2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 58,548 | | | | | | 500,000 | | | ||
Brett Urban
Executive Vice President, CFO |
| |
2023 Bonus
|
| |
—
|
| |
—
|
| | | | 168,750 | | | | | | 337,500 | | | | | | 675,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Time-vesting RSUs(6)
|
| |
11/18/2022
|
| |
11/9/2022
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 34,090 | | | | | | 254,993 | | | ||
|
Time-vesting RSUs(7)
|
| |
11/18/2022
|
| |
11/9/2022
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,374 | | | | | | 114,998 | | | ||
| PRSUs | | |
11/18/2022
|
| |
11/9/2022
|
| | | | — | | | | | | — | | | | | | — | | | | | | 17,045 | | | | | | 34,090 | | | | | | 68,180 | | | | | | — | | | | | | 254,993 | | | ||
|
Time-vesting RSUs(8)
|
| |
6/1/2023
|
| |
5/22/2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 54,985 | | | | | | 374,998 | | | ||
Jonathan Gottsegen
Executive Vice President, CFO |
| |
2023 Bonus
|
| |
—
|
| |
—
|
| | | | 207,375 | | | | | | 414,750 | | | | | | 829,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Time-vesting RSUs(6)
|
| |
11/18/2022
|
| |
11/9/2022
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 49,866 | | | | | | 372,998 | | | ||
|
Time-vesting RSUs(7)
|
| |
11/18/2022
|
| |
11/9/2022
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 67,513 | | | | | | 504,997 | | | ||
| PRSUs | | |
11/18/2022
|
| |
11/9/2022
|
| | | | — | | | | | | — | | | | | | — | | | | | | 24,933 | | | | | | 49,866 | | | | | | 99,732 | | | | | | — | | | | | | 372,998 | | | ||
|
Time-vesting RSUs(8)
|
| |
6/1/2023
|
| |
5/22/2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 24,926 | | | | | | 169,995 | | | ||
Amanda Orders
CHRO |
| |
2023 Bonus
|
| |
—
|
| |
—
|
| | | | 159,375 | | | | | | 318,750 | | | | | | 637,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Time-vesting RSUs(6)
|
| |
11/18/2022
|
| |
11/9/2022
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 40,106 | | | | | | 299,993 | | | ||
|
Time-vesting RSUs(7)
|
| |
11/18/2022
|
| |
11/9/2022
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,695 | | | | | | 79,999 | | | ||
|
Time-vesting RSUs(8)
|
| |
11/18/2022
|
| |
11/9/2022
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 66,844 | | | | | | 499,993 | | | ||
| PRSUs | | |
11/18/2022
|
| |
11/9/2022
|
| | | | — | | | | | | — | | | | | | — | | | | | | 20,053 | | | | | | 40,106 | | | | | | 80,212 | | | | | | — | | | | | | 299,993 | | | ||
|
Time-vesting RSUs(8)
|
| |
6/1/2023
|
| |
5/22/2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 54,985 | | | | | | 374,998 | | | ||
Jamie Gollotto
Divisional President, Seasonal |
| |
2023 Bonus
|
| |
—
|
| |
—
|
| | | | 180,625 | | | | | | 361,250 | | | | | | 722,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Time-vesting RSUs(6)
|
| |
11/18/2022
|
| |
11/9/2022
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 57,486 | | | | | | 429,995 | | | ||
|
Time-vesting RSUs(7)
|
| |
11/18/2022
|
| |
11/9/2022
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,374 | | | | | | 114,998 | | | ||
| PRSUs | | |
11/18/2022
|
| |
11/9/2022
|
| | | | — | | | | | | — | | | | | | — | | | | | | 28,743 | | | | | | 57,486 | | | | | | 114,972 | | | | | | — | | | | | | 429,995 | | | ||
|
Time-vesting RSUs(8)
|
| |
6/1/2023
|
| |
5/22/2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 24,926 | | | | | | 169,995 | | | ||
Andrew Masterman
Former President and CEO |
| |
2023 Bonus
|
| |
—
|
| |
—
|
| | | | 443,333 | | | | | | 886,667 | | | | | | 1,773,333 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Time-Vesting RSUs(6)
|
| |
11/18/2022
|
| |
11/9/2022
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 267,379 | | | | | | 1,999,994 | | | ||
|
Time-vesting RSUs(7)
|
| |
11/18/2022
|
| |
11/9/2022
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 66,844 | | | | | | 499,993 | | | ||
| PRSUs | | |
11/18/2022
|
| |
11/9/2022
|
| | | | — | | | | | | — | | | | | | — | | | | | | 133,690 | | | | | | 267,379 | | | | | | 534,758 | | | | | | — | | | | | | 1,999,994 | | | ||
|
Time-vesting RSUs(9)
|
| |
5/3/2023
|
| |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 33,748 | | | | | | 207,811 | | | ||
|
Time-vesting RSUs(9)
|
| |
5/3/2023
|
| |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 27,213 | | | | | | 218,755 | | | ||
|
Time-vesting RSUs(9)
|
| |
5/3/2023
|
| |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 29,089 | | | | | | 218,749 | | | ||
|
Time-vesting RSUs(9)
|
| |
5/3/2023
|
| |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 66,844 | | | | | | 291,663 | | | ||
|
Time-vesting RSUs(9)
|
| |
5/3/2023
|
| |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 66,844 | | | | | | 291,663 | | |
| | |
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) |
| |||||||||||||||||||||||||||
James Abrahamson
|
| |
3/8/2023(4)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,111(4) | | | | | | 132,610 | | | | | | — | | | | | | — | | |
Brett Urban
|
| |
6/27/18(5)
|
| | | | 28,363 | | | | | | — | | | | | | 14,984 | | | | | | 22.00 | | | | | | 6/27/28 | | | | | | — | | | | | | — | | | | | | 5,007 | | | | | | 38,804 | | |
|
6/27/18(6)
|
| | | | 10,691 | | | | | | — | | | | | | — | | | | | | 22.00 | | | | | | 6/27/28 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
11/28/18(7)
|
| | | | 9,000 | | | | | | — | | | | | | — | | | | | | 13.49 | | | | | | 11/28/28 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
11/22/19(8)
|
| | | | 7,296 | | | | | | 2,432 | | | | | | — | | | | | | 16.89 | | | | | | 11/22/29 | | | | | | 1,049 | | | | | | 8,130 | | | | | | — | | | | | | — | | | ||
|
11/19/20(9)
|
| | | | 5,690 | | | | | | 5,691 | | | | | | — | | | | | | 13.78 | | | | | | 11/19/30 | | | | | | 2,914 | | | | | | 22,584 | | | | | | — | | | | | | — | | | ||
|
11/18/21(10)
|
| | | | 3,020 | | | | | | 9,063 | | | | | | — | | | | | | 15.04 | | | | | | 11/18/31 | | | | | | 4,124 | | | | | | 31,961 | | | | | | — | | | | | | — | | | ||
|
9/29/22(11)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 88,607 | | | | | | 686,704 | | | | | | — | | | | | | — | | | ||
|
11/18/22(12)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,374 | | | | | | 119,149 | | | | | | — | | | | | | — | | | ||
|
11/18/22(13)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 34,090 | | | | | | 264,198 | | | | | | — | | | | | | — | | | ||
|
11/18/22(14)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 34,090 | | | | | | 264,198 | | | ||
|
6/1/23(15)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 54,985 | | | | | | 426,134 | | | | | | — | | | | | | — | | |
| | |
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) |
| |||||||||||||||||||||||||||
Jonathan Gottsegen
|
| |
6/27/18(5)
|
| | | | 157,644 | | | | | | — | | | | | | 44,463 | | | | | | 22.00 | | | | | | 6/27/28 | | | | | | — | | | | | | — | | | | | | 20,426 | | | | | | 158,302 | | |
|
6/27/18(6)
|
| | | | 42,764 | | | | | | — | | | | | | — | | | | | | 22.00 | | | | | | 6/27/18 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
11/28/18(7)
|
| | | | 55,720 | | | | | | — | | | | | | — | | | | | | 13.49 | | | | | | 11/28/28 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
11/22/19(8)
|
| | | | 28,402 | | | | | | 18,936 | | | | | | — | | | | | | 16.89 | | | | | | 11/22/29 | | | | | | 8,313 | | | | | | 64,426 | | | | | | — | | | | | | — | | | ||
|
11/19/20(9)
|
| | | | 26,256 | | | | | | 26,257 | | | | | | — | | | | | | 13.78 | | | | | | 11/19/30 | | | | | | 13,444 | | | | | | 104,191 | | | | | | — | | | | | | — | | | ||
|
11/18/21(10)
|
| | | | 13,626 | | | | | | 40,881 | | | | | | — | | | | | | 15.04 | | | | | | 11/18/31 | | | | | | 18,601 | | | | | | 144,158 | | | | | | — | | | | | | — | | | ||
|
9/29/22(11)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 44,303 | | | | | | 343,348 | | | | | | — | | | | | | — | | | ||
|
11/18/22(12)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 67,513 | | | | | | 523,226 | | | | | | — | | | | | | — | | | ||
|
11/18/22(13)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 49,866 | | | | | | 386,462 | | | | | | — | | | | | | — | | | ||
|
11/18/22(14)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 49,866 | | | | | | 386,462 | | | ||
|
6/1/23(15)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 24,926 | | | | | | 193,177 | | | | | | — | | | | | | — | | | ||
Amanda Orders
|
| |
6/27/18(5)
|
| | | | 23,734 | | | | | | — | | | | | | 8,661 | | | | | | 22.00 | | | | | | 6/27/18 | | | | | | — | | | | | | — | | | | | | 3,425 | | | | | | 26,544 | | |
|
6/27/18(6)
|
| | | | 6,415 | | | | | | — | | | | | | — | | | | | | 22.00 | | | | | | 6/27/18 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
11/28/18(7)
|
| | | | 8,000 | | | | | | — | | | | | | — | | | | | | 13.49 | | | | | | 11/28/18 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
11/22/19(8)
|
| | | | 16,226 | | | | | | 5,409 | | | | | | — | | | | | | 16.89 | | | | | | 11/28/29 | | | | | | 2.332 | | | | | | 18.073 | | | | | | — | | | | | | — | | | ||
|
11/19/20(9)
|
| | | | 12,402 | | | | | | 12,402 | | | | | | — | | | | | | 13.78 | | | | | | 11/19/30 | | | | | | 6,350 | | | | | | 49,213 | | | | | | — | | | | | | — | | | ||
|
11/18/21(10)
|
| | | | 8,219 | | | | | | 24,660 | | | | | | — | | | | | | 15.04 | | | | | | 11/18/31 | | | | | | 11,220 | | | | | | 86,955 | | | | | | — | | | | | | — | | | ||
|
9/29/22(11)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 63,291 | | | | | | 490,505 | | | | | | — | | | | | | — | | | ||
|
11/18/22(12)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,695 | | | | | | 82,886 | | | | | | — | | | | | | — | | | ||
|
11/18/22(13)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 40,106 | | | | | | 310,822 | | | | | | — | | | | | | — | | | ||
|
11/18/22(14)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | 40,106 | | | | | | 310,822 | | | ||
|
11/18/22(16)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 66,844 | | | | | | 518,041 | | | | | | — | | | | | | — | | | ||
|
6/1/23(15)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 54,985 | | | | | | 426,134 | | | | | | — | | | | | | — | | | ||
Jamie Gollotto
|
| |
6/27/18(5)
|
| | | | 25,463 | | | | | | — | | | | | | 12,659 | | | | | | 22.00 | | | | | | 6/27/28 | | | | | | — | | | | | | — | | | | | | 5,467 | | | | | | 42.369 | | |
|
6/27/18(6)
|
| | | | 10,691 | | | | | | — | | | | | | — | | | | | | 22.00 | | | | | | 6/27/28 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
11/28/18(7)
|
| | | | 9,000 | | | | | | — | | | | | | — | | | | | | 13.49 | | | | | | 11/28/28 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
11/22/19(8)
|
| | | | 8,726 | | | | | | 2,909 | | | | | | — | | | | | | 16.89 | | | | | | 11/22/29 | | | | | | 1.254 | | | | | | 9.719 | | | | | | — | | | | | | — | | | ||
|
11/19/20(9)
|
| | | | 14,616 | | | | | | 14,617 | | | | | | — | | | | | | 13.78 | | | | | | 11/19/30 | | | | | | 7,484 | | | | | | 58,001 | | | | | | — | | | | | | — | | | ||
|
11/18/21(10)
|
| | | | 8,987 | | | | | | 26,961 | | | | | | — | | | | | | 15.04 | | | | | | 11/18/31 | | | | | | 12,267 | | | | | | 95,069 | | | | | | — | | | | | | — | | | ||
|
9/29/22(11)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 44,303 | | | | | | 343,348 | | | | | | | | | | | | — | | | ||
|
11/18/22(12)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,374 | | | | | | 119,149 | | | | | | — | | | | | | — | | | ||
|
11/18/22(13)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 57,486 | | | | | | 445,517 | | | | | | — | | | | | | — | | | ||
|
11/18/22(14)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 57,486 | | | | | | 445,517 | | | ||
|
6/1/23(15)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 24,926 | | | | | | 193,177 | | | | | | — | | | | | | — | | | ||
Andrew Masterman
|
| |
11/22/19(17)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 33,748 | | | | | | 261,547 | | | | | | — | | | | | | — | | |
|
11/19/20(17)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 27,213 | | | | | | 210,901 | | | | | | — | | | | | | — | | | ||
|
11/18/21(17)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 29,089 | | | | | | 225,440 | | | | | | — | | | | | | — | | | ||
|
11/18/22(17)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 66,844 | | | | | | 518,041 | | | | | | — | | | | | | — | | | ||
|
11/18/22(17)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 66,844 | | | | | | 518,041 | | | | | | — | | | | | | — | | |
| | |
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) |
| ||||||||||||
James Abrahamson
|
| | | | — | | | | | | — | | | | | | 265,751 | | | | | | 2,046,214 | | |
Brett Urban
|
| | | | — | | | | | | — | | | | | | 5,129 | | | | | | 37,558 | | |
Jonathan Gottsegen
|
| | | | — | | | | | | — | | | | | | 28,760 | | | | | | 209,196 | | |
Amanda Orders
|
| | | | — | | | | | | — | | | | | | 10,246 | | | | | | 75,770 | | |
Jamie Gollotto
|
| | | | — | | | | | | — | | | | | | 10,960 | | | | | | 80,818 | | |
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) |
| |||||||||||||||
James Abrahamson
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Brett Urban
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jonathan Gottsegen
|
| | | | 77,221 | | | | | | — | | | | | | 6,027 | | | | | | — | | | | | | 178,226 | | |
Amanda Orders
|
| | | | 25,038 | | | | | | — | | | | | | 37,229 | | | | | | (22,286) | | | | | | 233,387 | | |
Jamie Gollotto
|
| | | | 6,211 | | | | | | — | | | | | | 50,061 | | | | | | — | | | | | | 442,605 | | |
Andrew Masterman
|
| | | | 66,827 | | | | | | — | | | | | | 107,502 | | | | | | — | | | | | | 736,357 | | |
| |
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
|
| | |
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
|
| |
| | Disability | | | ||||||||||||
| |
Retirement
|
| | |
Continued vesting per schedule, subject to conditions*
|
| | |
Forfeit
|
| | ||||
| |
Resignation (not Retirement)
|
| | |
Forfeit
|
| | |
Forfeit
|
| | ||||
| | Involuntary (without Cause)** | | | ||||||||||||
| | Involuntary (with Cause) | | | ||||||||||||
| | 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
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 ($)(4) |
| |
Total
($) |
| |||||||||||||||
Brett Urban | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Death or Disability
|
| | | | 392,733 | | | | | | — | | | | | | — | | | | | | 1,203,105 | | | | | | 1,595,838 | | |
Involuntary Termination without Cause or
with Good Reason |
| | | | 841,500 | | | | | | 23,735 | | | | | | 7,500 | | | | | | 426,134 | | | | | | 1,298,869 | | |
Retirement
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Voluntary termination (not Retirement or Good Reason) or Involuntary Termination for Cause
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Change of Control
|
| | | | 1,179,000 | | | | | | 23,735 | | | | | | 7,500 | | | | | | 1,823,056 | | | | | | 3,033,291 | | |
Jonathan Gottsegen | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Death or Disability
|
| | | | 482,625 | | | | | | — | | | | | | — | | | | | | 1,353,166 | | | | | | 1,835,791 | | |
Involuntary Termination without Cause or
with Good Reason |
| | | | 1,034,110 | | | | | | 15,959 | | | | | | 7,500 | | | | | | 193,177 | | | | | | 1,250,746 | | |
Retirement
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Voluntary termination (not Retirement or Good Reason) or Involuntary Termination for Cause
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Change of Control
|
| | | | 1,448,860 | | | | | | 15,959 | | | | | | 7,500 | | | | | | 2,145,448 | | | | | | 3,617,767 | | |
Amanda Orders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Death or Disability
|
| | | | 370,914 | | | | | | — | | | | | | — | | | | | | 1,602,367 | | | | | | 1,973,281 | | |
Involuntary Termination without Cause or
with Good Reason |
| | | | 794,750 | | | | | | 8,567 | | | | | | 7,500 | | | | | | 426,134 | | | | | | 1,236,951 | | |
Retirement
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Voluntary termination (not Retirement or Good Reason) or Involuntary Termination for Cause
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Change of Control
|
| | | | 1,113,500 | | | | | | 8,567 | | | | | | 7,500 | | | | | | 2,293,450 | | | | | | 3,423,017 | | |
Jamie Gollotto | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Death or Disability
|
| | | | 177,454 | | | | | | — | | | | | | — | | | | | | 889,375 | | | | | | 1,066,829 | | |
Involuntary Termination without Cause or
with Good Reason |
| | | | 601,290 | | | | | | 23,734 | | | | | | 7,500 | | | | | | 193,177 | | | | | | 825,701 | | |
Retirement
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Voluntary termination (not Retirement or Good Reason) or Involuntary Termination for Cause
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Change of Control
|
| | | | 962,540 | | | | | | 23,734 | | | | | | 7,500 | | | | | | 1,709,495 | | | | | | 2,703,269 | | |
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) | | | 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) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | ||||||||||||||||||||||||||||||
2023 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | | | |||||||||
2022 | | | | $ | | | | | $ | | | | | | N/A | | | | | | N/A | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
2021 | | | | $ | | | | | $ | | | | | | N/A | | | | | | N/A | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
| | | 2023 | | | 2022 | | | 2021 | | |||||||||||||||||||||||||||||||||
| | | Andrew Masterman | | | Jim Abrahamson | | | Average Non- CEO NEOs | | | Andrew Masterman | | | Average Non- CEO NEOs | | | Andrew, Masterman | | | Average Non- CEO NEOs | | |||||||||||||||||||||
Total Compensation from Summary Compensation | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | |||||||
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 | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | | | |||
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(3)
|
| | | | 65,089 | | | | | | 120,000 | | | | | | 185,089 | | |
Jane Okun Bomba
|
| | | | 100,000 | | | | | | 120,000 | | | | | | 220,000 | | |
William Cornog
|
| | | | 85,000 | | | | | | 120,000 | | | | | | 205,000 | | |
Frank Lopez
|
| | | | 94,574 | | | | | | 180,000 | | | | | | 214,574 | | |
Paul E. Raether(4)
|
| | | | — | | | | | | — | | | | | | — | | |
Richard W. Roedel
|
| | | | 100,000 | | | | | | 120,000 | | | | | | 220,000 | | |
Mara Swan
|
| | | | 95,00 | | | | | | 120,000 | | | | | | 215,000 | | |
Kurtis Barker(5)(6)
|
| | | | — | | | | | | — | | | | | | — | | |
Joshua Goldman(5)(6)
|
| | | | — | | | | | | — | | | | | | — | | |
Name of Beneficial Owner
|
| |
Amount and
Nature of Beneficial Ownership(1) |
| |
Percent of
Common Stock Outstanding |
| ||||||
Beneficial Owners of More than 5% | | | | | | | | | | | | | |
Investment vehicles and funds affiliated with KKR(2)
|
| | | | 50,633,123 | | | | | | 34.1% | | |
Investment funds affiliated with One Rock(3)
|
| | | | 54,241,750 | | | | | | 36.5% | | |
Directors and named Executive Officers: | | | | | | | | | | | | | |
Dale A. Asplund
|
| | | | 667,820 | | | | | | * | | |
Brett Urban
|
| | | | 133,200 | | | | | | * | | |
Amanda Orders
|
| | | | 169,538 | | | | | | * | | |
Jamie Gollotto
|
| | | | 202,880 | | | | | | * | | |
Jonathan M. Gottsegen
|
| | | | 579,970 | | | | | | * | | |
James R. Abrahamson
|
| | | | 351,430 | | | | | | * | | |
Kurtis Barker
|
| | | | — | | | | | | * | | |
Jane Okun Bomba
|
| | | | 74,944 | | | | | | * | | |
William Cornog(4)
|
| | | | 53,849 | | | | | | * | | |
Joshua Goldman
|
| | | | — | | | | | | * | | |
Frank Lopez
|
| | | | 38,001 | | | | | | * | | |
Paul E. Raether(5)
|
| | | | — | | | | | | * | | |
Richard W. Roedel(6)
|
| | | | 55,318 | | | | | | * | | |
Mara Swan
|
| | | | 72,854 | | | | | | * | | |
All directors and executive officers as a group (16 persons)
|
| | | | 3,558,357 | | | | | | 2.4% | | |