Jeffrey Hoover
About Jeffrey Hoover
Jeffrey A. Hoover, 45, is Chief Legal Officer and General Counsel at Alta Equipment Group (ALTG), appointed effective January 18, 2024. He previously spent 16+ years in private practice focused on M&A, corporate finance, commercial lending, and real estate, serving as Alta’s external counsel since 2016. He holds a BA in Accounting and an MBA in Finance from Eastern Michigan University, and a JD from Cooley Law School . For 2024, company financial AIP metrics (Economic EBIT Yield, Adjusted Pre‑Tax Net Income) paid 0%, with only individual goals contributing to payouts, and 2024 PSUs were not earned—indicating strong pay-for-performance linkage during his first year .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Alta Equipment Group Inc. | Prior internal roles | — | Joined in Jan 2024 as CLO/GC; no prior ALTG internal roles |
| Dinsmore & Shohl LLP | Partner | 2021–Jan 2024 | Specialized in M&A, corporate finance, lending, real estate; long‑time outside counsel to Alta since 2016 |
| Howard & Howard Attorneys, PLLC | Attorney/Partner | 2007–2021 | Advised on M&A and financing transactions; foundation for Alta industry expertise |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dinsmore & Shohl LLP | Partner (external to ALTG) | 2021–Jan 2024 | Supported Alta’s growth as external legal counsel since 2016 |
| Howard & Howard Attorneys, PLLC | Attorney/Partner (external to ALTG) | 2007–2021 | Led deal work relevant to Alta’s M&A and financing needs |
Fixed Compensation
| Element | 2024 Terms/Value |
|---|---|
| Base salary | $400,000 (established upon appointment) |
| Target annual cash bonus | 65% of base salary |
| Actual annual cash bonus (AIP) | $104,000 for 2024, reflecting 40% weighted payout (only the individual performance component paid) |
| Perquisites/other | $12,951 in all other compensation (401(k) match, disability, vehicle allowance), consistent with company disclosures |
Performance Compensation
- AIP design (2024): Performance metrics and actual results
| 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 | 30% | $12.0mm | $20.0mm | $28.0mm | ($36.9mm) | 0% |
| Individual goals | 20% | — | — | — | Committee evaluation | 200% (weighted 40%) |
- AIP opportunity (2024) for Hoover
| Component | Threshold ($) | Target ($) | Maximum ($) |
|---|---|---|---|
| AIP opportunity | 130,000 | 260,000 | 520,000 |
- Equity awards (granted March 19, 2024)
| Award Type | Shares/Target | Grant date/fair value basis | Vesting | 2024 Outcome |
|---|---|---|---|---|
| Time‑based RSUs | 7,601 | Closing price $12.05 used for valuation | 3 equal installments on Feb 14 of 2025, 2026, 2027 | Ongoing per schedule |
| Performance‑based PSUs (2024 cycle) | 15,432 target (7,716 threshold; 30,864 max) | Same grant; earned on 2024 metrics | Would vest in two equal installments post‑performance | 0 earned for 2024 (PSUs forfeited) |
- Stock awards in SCT (2024): $277,548 total for Hoover (aggregate grant-date fair value under ASC 718) .
Design observations:
- Metrics align with capital efficiency and profitability (Economic EBIT Yield and Adjusted Pre‑Tax Net Income). Because 2024 results missed thresholds, PSUs paid 0% and AIP financial components paid 0%; only the individual component paid, signaling tight alignment to results .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 2, 2025) | 6,533 shares; <1% of outstanding |
| Unvested equity at FY2024 | 7,601 RSUs unvested; year‑end market value $49,711 (at $6.54) |
| Options | None disclosed |
| Ownership guidelines | Other Section 16 officers: 1× base salary; 5‑year compliance window; unvested time RSUs count; earned PSUs count when only time vesting remains |
| Hedging/pledging | Prohibited for directors, officers, employees (and related parties) |
Note: The proxy does not disclose individual compliance status with ownership guidelines.
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Effective January 18, 2024; age 44 at appointment |
| Compensation structure on hire | Base salary $400,000; target cash bonus 65% of base; target annual stock award 65% of base under LTIP; standard executive benefits |
| Severance | Not subject to fixed cash severance multiples; any separation benefits determined at Compensation Committee discretion and subject to post‑termination covenants |
| Equity treatment at termination/CIC | RSUs/PSUs generally forfeit on termination; single‑trigger vest on death/disability; double‑trigger vesting if terminated without cause within two years after a change in control |
| Estimated equity acceleration (12/31/2024) | $49,711 upon death/disability or qualifying CIC termination (no cash severance disclosed) |
| Clawback policy | NYSE/SEC‑compliant; Company restated cash flow presentation (not material), with Compensation Committee determining no recovery was required (no metrics impacted) |
Investment Implications
- Pay-for-performance integrity: AIP financial metrics and 2024 PSUs paid 0% due to underperformance on Economic EBIT Yield and Adjusted Pre‑Tax Net Income; only individual objectives paid (weighted 40%), evidencing tight alignment and low “pay for failure” risk .
- Limited near‑term selling pressure: Hoover’s disclosed stake (6,533 shares) is modest; unvested RSUs (7,601) vest in equal tranches each February (2025–2027), implying manageable incremental supply primarily for tax-withholding rather than large discretionary sales; hedging/pledging prohibited, which supports alignment and reduces downside signaling risk .
- Retention profile: Equity is primarily time‑vested RSUs for Hoover (no 2024 PSUs earned), creating multi‑year retention hooks; absence of guaranteed cash severance and presence of double‑trigger equity vesting on CIC moderates change‑of‑control costs while protecting continuity .
- Governance and shareholder sentiment: 2024 say‑on‑pay support was 98%, and stock ownership/anti‑hedging policies are in place—factors supportive of compensation governance quality as Hoover integrates into the team .