Craig Brubaker
About Craig Brubaker
Craig Brubaker, 54, is Chief Operating Officer of Alta Equipment Group (appointed April 2022). He joined Alta in June 1995 and progressed through operations roles including Systems Manager, Rental Manager, General Service Manager, Regional Operations Manager, and served as Vice President of Operations from January 2006 until his COO appointment in April 2022. He holds a BS in Mechanical Engineering from the University of Toledo . Company performance context used in compensation includes 2024 revenues of $1,876.6 million (down $0.2 million YoY) and pay-for-performance metrics centered on Economic EBIT Yield and Adjusted Pre-Tax Net Income; cumulative TSR declined 34% from 2020 to 2024, Economic EBIT Yield decreased 13% over the four-year period, and Net (Loss) Income decreased 159% over the same period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alta Equipment Group | Systems Manager; Rental Manager; General Service Manager; Regional Operations Manager | 1995–2006 | Operations leadership across systems, rental, service, and regional operations |
| Alta Equipment Group | Vice President of Operations | 2006–2022 | Led operations prior to COO appointment |
| Alta Equipment Group | Chief Operating Officer | 2022–Present | Executive officer overseeing operations |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2022 | 252,000 | 28,153 | Reported salary earned in FY2022 |
| 2023 | 257,379 | 13,392 | Reported salary earned in FY2023 |
| 2024 | 270,546 | 21,985 | Committee increased base rate to $275,000 in 2024; reported salary reflects earnings timing |
- Perquisites and benefits: includes 401(k) matching, disability insurance, and transportation benefits (company car or allowance); executives also eligible for standard medical/dental/vision/life/disability plans, plus additional disability coverage for key executives .
Performance Compensation
Annual Cash Incentive Program (AIP) Structure and FY2024 Outcome
- Target bonus opportunity: 75% of base salary for COO (threshold 50% of target; maximum 200% of target) .
- Metrics and weights: Economic EBIT Yield (50% weight), Adjusted Pre-Tax Net Income (30%), Individual Performance (20%) .
- FY2024 certification: Economic EBIT Yield and Adjusted Pre-Tax Net Income paid 0% (below threshold); Individual Performance payout factor set at 200% for the 20% slice → weighted 40% overall; Craig Brubaker earned an AIP payout of $82,500 for 2024 .
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout % |
|---|---|---|---|---|---|---|
| Economic EBIT Yield | 50% | 10.0% | 12.5% | 15.0% | 8.9% | 0% |
| Adjusted Pre-Tax Net Income (in thousands) | 30% | $12,000 | $20,000 | $28,000 | $(36,900) | 0% |
| Individual Performance | 20% | — | — | — | Leadership initiatives; refinancing debt; union agreements; ERP launch | 200% factor → 40% weighted |
Equity Awards (RSUs, PSUs) – Grants and Vesting
- Grant practices: Annual grants typically approved in Q1 when no MNPI; 2024 grants March 19, 2024 .
- FY2024 grants to Craig Brubaker:
- Time-Based RSUs: 4,020 units; grant-date fair value $48,441; vesting in equal thirds on Feb 14, 2025/2026/2027 .
- Performance-Based PSUs: Threshold 4,081; Target 8,161; Max 16,322; grant-date fair value $98,340; subject to 2024 Economic EBIT Yield and Adjusted Pre-Tax Net Income; none earned for 2024 based on results .
| Award Type | Grant Date | Shares (#) | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| 2024 Time-Based RSUs | Mar 19, 2024 | 4,020 | 48,441 | 3 tranches: Feb 14, 2025/2026/2027 |
| 2024 Performance-Based PSUs | Mar 19, 2024 | Tgt 8,161; Thr 4,081; Max 16,322 | 98,340 | Earned based on 2024 metrics; none earned |
| 2023 Performance-Based PSUs | Prior grant | 6,836 unvested (market value $44,707 at 12/31/24) | — | Earned; vest in two equal tranches Feb 14, 2025 and Feb 14, 2026 |
| 2022 Performance-Based PSUs | Prior grant | 6,054 unvested (market value $39,593 at 12/31/24) | — | Vest on Feb 14, 2025 |
| 2022 Time-Based RSUs | Prior grant | 1,136 unvested (market value $7,429 at 12/31/24) | — | Vest on Feb 14, 2025 |
| 2023 Time-Based RSUs | Prior grant | 1,727 unvested (market value $11,295 at 12/31/24) | — | Vest Feb 14, 2025 and Feb 14, 2026 |
Realized Equity – Stock Vested in FY2024
| Name | Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|---|
| Craig Brubaker | 27,479 | 310,238 |
Equity Ownership & Alignment
- Beneficial ownership (as of April 12, 2024): 84,161 shares; less than 1% of outstanding Common Stock (33,145,206 shares outstanding) .
- Outstanding unvested awards at FY2024-end: RSUs 1,136 (2022), 1,727 (2023), 4,020 (2024); PSUs 6,054 (2022), 6,836 (2023); market values at $6.54 per share shown below .
| Instrument | Unvested Shares (#) | Market Value at 12/31/24 ($) |
|---|---|---|
| 2022 RSUs | 1,136 | 7,429 |
| 2023 RSUs | 1,727 | 11,295 |
| 2024 RSUs | 4,020 | 26,291 |
| 2022 PSUs | 6,054 | 39,593 |
| 2023 PSUs | 6,836 | 44,707 |
| 2024 PSUs | — | — |
- Hedging/pledging policy: Directors, officers, employees (and related entities) are prohibited from hedging company equity and from pledging Common Stock .
- Stock ownership guidelines (effective Jan 1, 2024): Other Section 16 officers (includes COO) must hold 1× annual base salary; five-year compliance window; restrictions on sales if not in compliance, except for tax withholding; counts include unvested RSUs and earned PSUs subject only to time-based vesting; excludes unearned PSUs and options .
Employment Terms
| Scenario | Treatment |
|---|---|
| Termination (general) | Outstanding RSUs and PSUs forfeited |
| Death/Disability | Accelerated vesting of outstanding RSUs and PSUs; for Craig Brubaker, estimated $129,315 at 12/31/24 (based on $6.54 share price) |
| Change in Control + termination without cause within 2 years (double trigger) | Accelerated vesting of outstanding RSUs and PSUs; for Craig Brubaker, estimated $129,315 at 12/31/24 |
| Termination without cause or good reason (no CIC) | No accelerated equity; RSUs/PSUs forfeited |
| Severance cash multiples | Not disclosed; compensation and benefits upon separation determined at Compensation Committee discretion, considering role, separation nature, and compliance with restrictive covenants |
- Prior-year reference: Estimated acceleration amounts were higher at 12/29/23 share price ($12.37) with Craig Brubaker at $534,780 under death/disability or CIC termination assumptions .
Compensation Structure (Multi-Year)
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Salary ($) | 252,000 | 257,379 | 270,546 |
| Stock Awards ($) | 177,572 | 124,407 | 146,781 |
| Non-Equity Incentive ($) | 340,200 | 291,032 | 82,500 |
| All Other ($) | 28,153 | 13,392 | 21,985 |
| Total ($) | 797,925 | 686,210 | 521,812 |
Compensation Program Design and Metrics
- Components: modest base salary; annual cash incentive tied to company and individual performance; equity awards (RSUs and PSUs) focused on alignment and retention .
- Metrics most linked to NEO pay: Economic EBIT Yield and Adjusted Pre-Tax Net Income (also used for PSUs); these are highlighted as most important measures for linking pay to performance .
- Equity grant procedures: Committee approves grants in Q1 when no MNPI and avoids timing disclosures to affect comp value .
Performance & Track Record
- 2024 NEO leadership achievements cited by Compensation Committee: successful refinancing of first and second lien debt facilities; long-term extensions to notable labor union agreements; optimization of administrative expenses and rental fleet in H2; launch of corporate-wide initiative to implement next-gen ERP platform in 2026 .
- Company 2024 operating highlights: total revenues $1,876.6 million, parts sales $294.4 million, service revenues $253.8 million, new and used equipment sales $987.0 million .
- Longitudinal performance context (2020–2024): cumulative TSR down 34%, peer group TSR up 56%; Net (Loss) Income down 159%; Economic EBIT Yield down 13% .
Compensation Committee Analysis
- Compensation Committee members: Sidhartha Nair (Chair), Andrew Studdert, Daniel Shribman .
- Responsibilities include compensation structure oversight, equity/non-equity plan decisions, consultant independence assessments; charter available on company investor site .
- Director compensation consultant: FW Cook advises the Committee on director compensation (context for governance rigor) .
Investment Implications
- Alignment and incentives: Brubaker’s pay mix is majority variable via annual bonus tied to Economic EBIT Yield and Adjusted Pre-Tax Net Income and multi-year RSU/PSU vesting, indicating leverage to operational execution and profitability . Prohibition on hedging/pledging and stock ownership guidelines (1× salary for Section 16 officers) reinforce alignment and limit risk from hedging or pledged shares .
- Vesting and potential selling pressure: Multiple vesting dates clustered around Feb 14 (2025–2027) across RSUs and earned PSUs may create routine liquidity events; FY2024 vesting totaled 27,479 shares ($310,238 value) for Brubaker . Monitoring Forms 4 around these dates can provide signals on net share disposition and tax withholding dynamics.
- Retention and change-in-control economics: No disclosed cash severance multiples; equity accelerates upon death/disability and on a double trigger following a change in control, which supports retention while potentially creating sale-related optionality; FY2024-end acceleration value for Brubaker was $129,315 at $6.54 per share (down from $534,780 at $12.37 prior year), highlighting sensitivity to stock price .
- Execution risk: With FY2024 PSUs not earned due to underperformance against Economic EBIT Yield and Adjusted Pre-Tax Net Income, the structure penalizes misses and reduces realized equity, increasing pressure to deliver operational and profitability improvements in subsequent periods . Coupled with TSR underperformance vs peers, compensation should remain constrained until metrics improve, limiting inflation risk but raising retention pressure if equity values remain depressed .