Reid Essl
ArcosaAbout Reid Essl
Reid S. Essl is Group President at Arcosa, Inc. (ACA), age 43, serving as an executive officer since 2018, with prior leadership roles at Trinity Industries across operations, finance, and business development, including Group CFO and President roles before Arcosa’s spin-off . Under Essl’s remit (Natural Aggregates, Recycled Aggregates, Specialty Materials), 2024 Group Adjusted EBITDA reached $224.0M with 24.9% margin, driving a 163% AIP payout, while Arcosa’s Enterprise Adjusted EBITDA rose 22% year-over-year, evidencing strong execution and margin discipline . Long-term incentive PBRSUs tied to Average Pre-Tax ROC, Cumulative Adjusted EPS, and rTSR paid out 194.4% for the 2022–2024 cycle, reinforcing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trinity Industries (Construction Materials) | President | 2016–2018 | Led construction materials portfolio within a diversified industrial platform |
| Trinity Industries (Construction, Energy, Marine & Components) | Group CFO | 2013–2016 | Financial leadership across multi-segment industrial businesses; operational and strategic planning |
| Trinity Industries | Various operational, financial, strategy roles | 14 years | Multi-year progression across operations, finance, and BD supporting segment growth and spin-off transition |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in Arcosa filings reviewed | — | — | No external public company directorships disclosed for Essl in latest 10-K/Proxy |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Base Salary Rate ($) | $515,000 | $535,600 |
| Target Annual Incentive Opportunity ($) | $360,500 | $374,920 |
| Target Annual Incentive (% of Base) | 70% | 70% |
| Summary Compensation ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $491,500 | $515,000 | $535,600 |
| Stock Awards (grant-date fair value) | $682,108 | $2,251,449 | $787,395 |
| Non-Equity Incentive Plan Compensation | $329,600 | $465,045 | $611,120 |
| All Other Compensation | $18,300 | $19,800 | $20,700 |
| Total | $1,521,508 | $3,251,294 | $1,954,815 |
Performance Compensation
Annual Incentive Program (AIP) – 2024 Essl Group Plan
| Metric | Weight | Threshold (20%) | Target (100%) | Maximum (200%) | 2024 Actual | Payout % | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Group Adjusted EBITDA ($M) | 50% | $180.0 | $211.8 | $233.0 | $224.0 | 158% | 79% |
| Group Adjusted EBITDA Margin | 30% | 21.0% | 22.5% | 25.5% | 24.9% | 180% | 54% |
| Execution of Strategic Initiatives | 20% | 20% | 100% | 200% | 150% | 150% | 30% |
| Total Payout | — | — | — | — | — | — | 163% |
| AIP Outcome | 2024 |
|---|---|
| Payout ($) | $611,120 |
Long-Term Incentive (LTI) Design and 2024 Grants
| PBRSU Metrics | Weighting |
|---|---|
| Average Pre-Tax Return on Capital | 40% |
| Cumulative Adjusted EPS | 40% |
| Relative Total Shareholder Return (rTSR) | 20% |
| 2024 Grant Type | Grant Date | Target Units (or $) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Performance-Based RSUs (PBRSUs) | 3/7/2024 | 5,250 units | $487,410 | Settle March 15, 2027 following 2024–2026 performance period |
| Time-Based RSUs (TBRSUs) | 3/7/2024 | 3,500 units | $299,985 | 33⅓% on March 15, 2025, 2026, 2027 |
| LTI Mix | — | 60% PBRSUs / 40% TBRSUs | — | — |
| PBRSU Cycle | Target Units | Payout % | Final Units |
|---|---|---|---|
| 2022–2024 PBRSUs | 7,000 | 194.4% | 13,608 |
Equity Ownership & Alignment
| Beneficial Ownership (as of 3/21/2025) | Shares | Percent of Class |
|---|---|---|
| Reid S. Essl | 100,227 | * (<1%) |
| Outstanding Equity Awards at 12/31/2024 | Count | Market/Payout Value ($) |
|---|---|---|
| Unvested restricted shares/TBRSUs (ACA/TRN) | 42,605 | $3,546,383 |
| Unearned PBRSUs from prior cycles (ACA/TRN) | 7,033 | $680,372 |
| 2022–2024 PBRSUs certified to vest May 15, 2025 | 13,608 | $1,316,438 |
| 2024–2026 PBRSUs (target) | 5,250 | $507,885 |
| Stock Vested in 2024 | Shares | Value Realized ($) |
|---|---|---|
| ACA | 14,073 | $1,243,933 |
| TRN | 4,000 | $122,960 |
- Hedging and pledging prohibited under Arcosa’s Insider Trading Policy; as of March 21, 2025, no directors or executive officers had pledged shares .
- No stock options outstanding; Essl holds only RSU-based equity exposure, increasing alignment to share price and performance metrics .
Employment Terms
| Term | Provision |
|---|---|
| Employment contracts | None for NEOs or senior officers |
| Change-in-Control (CIC) Severance Plan | 2022 CIC Plan; auto-renewing term with one-year extensions |
| Trigger | Double trigger (CIC + qualifying termination within 6 months prior/in connection or within 2 years post-CIC) |
| Cash Severance Multiple | 2x (base salary + target or higher actual bonus) for Group Presidents |
| Prorated AIP | Paid at target for year of termination |
| Equity Awards | Post-12/6/2018 awards vest 100% upon double-trigger CIC |
| Deferred Comp/401(k) | Benefits vest upon double-trigger CIC |
| Benefits Continuation | 24 months; executive-level outplacement up to $15,000 |
| Restrictive Covenants | 12-month non-compete, non-solicit, non-recruit; confidentiality and non-disparagement |
| Excise Tax Gross-up | None; cutback to maximize after-tax benefits if applicable |
| Clawback Policy | NYSE-compliant clawback of excess incentive comp upon restatement |
| Potential Payments on CIC (Termination on 12/31/2024) | Equity Awards ($) | AIP ($) | Cash Compensation ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Reid S. Essl | $5,411,821 | $374,920 | $2,293,440 | $18,700 | $8,098,881 |
| Potential Payments – Death/Disability/Retirement (as of 12/31/2024) | Equity Awards ($) | AIP ($) | Total ($) |
|---|---|---|---|
| Death | $4,846,954 | $611,120 | $5,458,074 |
| Disability | $4,846,954 | $611,120 | $5,458,074 |
| Retirement | — | $611,120 | $611,120 |
| Nonqualified Deferred Compensation (2024) | Executive Contributions ($) | Aggregate Earnings ($) | Year-End Balance ($) |
|---|---|---|---|
| Reid S. Essl | $93,248 | $121,127 | $778,323 |
Investment Implications
- Strong pay-for-performance alignment: Essl’s 2024 AIP tied to EBITDA and margin delivered a 163% payout on $224M Group EBITDA and 24.9% margin; PBRSU payout of 194.4% for 2022–2024 indicates sustained outperformance on ROC/EPS/rTSR metrics .
- Retention risk moderate: Significant unvested TBRSUs vesting March 15 in 2026 and 2027 plus PBRSUs settling in 2027 provide multi-year retention hooks; no options means alignment is via full-value shares with vesting cadence that could create periodic selling pressure around vest dates .
- Alignment and governance: Beneficial ownership of 100,227 shares, no pledging, hedging prohibited, and NYSE-compliant clawback policy support shareholder alignment and reduce governance risk .
- CIC economics: Double-trigger plan with 2x cash multiple for Group Presidents and full equity vesting implies material protection in sale scenarios; investors should factor potential dilution/expense on change-of-control and 24-month benefits continuation into M&A sensitivity analyses .
- Execution track record: Enterprise Adjusted EBITDA up 22% YoY in 2024 and group AIP metrics well above target highlight effective margin expansion and operational discipline under Essl’s business lines .