Kerry Cole
ArcosaAbout Kerry Cole
Kerry S. Cole is a Group President at Arcosa, Inc., age 56, serving as an executive officer since 2018, with prior leadership across Trinity Industries’ utility structures and wind towers businesses that underpin his operating focus at Arcosa . His incentive program is tied to Group Adjusted EBITDA, Group Adjusted EBITDA Margin, and strategic execution, yielding a 126% payout for 2024 driven by EBITDA of $157.6M vs $155.7M target and margin of 14.4% vs 13.8% target . Long-term incentives weight Average Pre‑Tax Return on Capital (40%), Cumulative Adjusted EPS (40%), and relative TSR (20%), with the 2022–2024 PBRSUs certified at 194.4% of target (12,815 units for Cole) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Trinity Industries | President, Trinity Electrical Products (oversight of Structural Towers and Meyer Utility Structures) | 2016–2018 | Led utility structures and wind towers, core to Arcosa’s Energy/Utility platforms . |
| Trinity Industries | President, Trinity Structural Towers | 2007–2016 | Scaled wind tower manufacturing leadership . |
| Trinity Industries | Operations/manufacturing leadership (Mining & Construction Equipment, Heads, Structural Bridge) | 2000–2007 | Broadened multi-plant operating expertise across heavy industrial businesses . |
External Roles
Not disclosed in Arcosa’s FY 2024 Form 10‑K executive officer bios or 2025 Proxy for Cole .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 463,500 | 482,500 | 501,800 |
| Target AIP ($) | — | 337,750 | 351,260 |
| Target Bonus % of Salary | — | 70% | 70% |
| Target LTI ($) | — | 627,500 | 652,340 |
| Actual Cash Bonus Paid ($) | 486,675 | 303,975 | 442,588 |
Performance Compensation
Annual Incentive Plan – Cole’s 2024 Plan (Plan B)
| Metric | Weight | Threshold (20%) | Target (100%) | Max (200%) | 2024 Actual | Payout % | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Group Adjusted EBITDA ($M) | 50% | 132.3 | 155.7 | 171.3 | 157.6 | 112% | 56% |
| Group Adjusted EBITDA Margin | 30% | 12.8% | 13.8% | 15.5% | 14.4% | 133% | 40% |
| Execution of Strategic Initiatives | 20% | 20% | 100% | 200% | 150% | 150% | 30% |
| Total | 126% |
Notes: HR Committee increased 2024 targets for Cole’s group to reflect the Ameron acquisition, raising hurdle difficulty .
Long-Term Incentive (LTI) Structure and 2024 Grants
- PBRSU metrics/weights: Average Pre‑Tax ROC 40%, Cumulative Adjusted EPS 40%, rTSR 20% .
- TBRSU vesting: 33⅓% on March 15 of 2025, 2026, 2027, service-based; dividend equivalents in cash .
| 2024 Grant (3/7/2024) | Target Units/Shares | Grant-Date Fair Value ($) |
|---|---|---|
| PBRSUs (2024–2026) | 4,568 | 424,109 |
| TBRSUs | 3,045 | 260,987 |
Historical PBRSU performance:
- 2022–2024 PBRSUs certified at 194.4% of target; Cole final unit payout 12,815 (settles May 15, 2025) .
Options: As of 12/31/2024, Arcosa had no stock options outstanding (no option exercises in 2024) .
Stock Vested – 2024
| Award | Shares Vested | Value Realized ($) |
|---|---|---|
| ACA stock awards | 15,158 | 1,340,058 |
| TRN stock awards | 5,000 | 147,920 |
Equity Ownership & Alignment
Beneficial Ownership (as of March 21, 2025)
| Holder | Shares Beneficially Owned | Percent of Class | Rights to Acquire Within 60 Days |
|---|---|---|---|
| Kerry S. Cole | 33,354 | <1% | 12,815 (2022–2024 PBRSUs) |
- No shares pledged by any directors or executive officers as of March 21, 2025; policies prohibit hedging, margin accounts, and pledging .
- Stock ownership guidelines: Other Senior Officers at 2x base salary; executives are “met or on track” within the five-year window .
Outstanding and Unvested Equity (Proxy Outstanding Awards Table)
| Award Type | Units | Reference Valuation ($) | Notes |
|---|---|---|---|
| TBRSUs (unvested) | 20,561 | 1,372,671 | Service-based vesting per schedule below. |
| PBRSUs (2023–2025 target) | 6,120 | 592,049 | Performance cycle ends 2025; 0–200% payout . |
| PBRSUs (2022–2024 final) | 12,815 | 1,239,723 | Certified; settles May 15, 2025 . |
| PBRSUs (2024–2026 target) | 4,568 | 441,908 | Performance cycle ends 2026; 0–200% payout . |
Vesting Calendar – Select Known Dates (ACA units)
| Vesting Date | Units (ACA) |
|---|---|
| 3/15/2025 | 2,375 |
| 5/15/2025 | 1,464 (PBRSU settlement date shown separately above) |
| 3/15/2026 | 2,375 |
| 5/15/2026 | 666 |
| 3/15/2027 | 1,015 |
Note: TBRSUs vest 33⅓% on 3/15 annually from 2025–2027; 2022–2024 PBRSUs settle 5/15/2025 .
Employment Terms
Change-in-Control (CIC) and Severance Economics (scenario: CIC 12/31/2024; termination without Cause or for Good Reason)
| Component | Amount ($) |
|---|---|
| Equity Awards (accelerated vesting) | 3,044,338 |
| AIP (paid at target) | 351,260 |
| Cash Compensation (salary + AIP at greater of performance or target, times multiple) | 1,888,776 |
| Continuation of Benefits (est. 24 months) | 51,790 |
| Total | 5,336,164 |
Key terms:
- Multiples: CEO 3x; CFO/CLO/Group Presidents (includes Cole) 2x; other participants 1.5x .
- Double-trigger: benefits payable upon qualifying termination following a CIC; CIC and Good Reason definitions provided (e.g., 30% ownership threshold, board turnover, major M&A/asset sale; Good Reason includes material diminution, adverse changes, salary reduction, benefit reduction, relocation >50 miles, breach) .
- Clawback: NYSE-compliant clawback policy in place .
- Hedging/pledging: Prohibited; no pledges outstanding .
Performance & Track Record
- 2024 AIP payout: 126% for Cole on group plan results (EBITDA and margin exceeded targets; strategic execution at 150%) .
- LTI alignment: 60% PBRSUs tied to ROC, Adjusted EPS, and rTSR; 40% TBRSUs vest over 3 years .
- PBRSU outcomes: 2022–2024 cycle paid 194.4% of target (12,815 units for Cole) reflecting strong multi-year execution .
- Stock vested in 2024: 15,158 ACA shares ($1.34M) plus TRN shares ($147,920), indicating realized equity alignment; no options outstanding as of 12/31/2024 .
- Pay-versus-performance: Company identifies Adjusted EBITDA as the “company-selected measure”; other top measures include Adjusted EBITDA Margin, Cumulative Adjusted EPS, Pre‑Tax ROC, TSR, and Working Capital .
- Say‑on‑Pay support: 99% votes cast in favor at 2024 Annual Meeting, signaling strong shareholder alignment with compensation approach .
Investment Implications
- Incentive alignment: Cole’s AIP emphasizes EBITDA and margin, with 2024 results modestly above target and a 126% payout; LTI adds capital efficiency and rTSR, supporting durable value creation over multiple years .
- Near‑term selling pressure: 2022–2024 PBRSUs (12,815 units) settle on May 15, 2025 and staged TBRSU vesting on 3/15 annually through 2027 may create episodic supply; however, hedging/pledging prohibitions and stock ownership guidelines temper misalignment risk .
- Retention and change‑in‑control: Double‑trigger CIC benefits (2x cash for Group Presidents) and multi‑year TBRSU/PBRSU structure reduce abrupt departure risk while maintaining performance sensitivity; clawback further mitigates downside governance risk .
- Pay-for-performance quality: Target adjustments in 2024 raised Cole’s group hurdles post‑Ameron acquisition (notably harder targets), while enterprise targets excluded transaction/tax credit noise, suggesting a credible framework that limits windfalls from one‑off items .