Ryan Greenawalt
About Ryan Greenawalt
Ryan Greenawalt, age 50, is Chairman and Chief Executive Officer of Alta Equipment Group Inc.; he joined Alta in December 2008, became CEO in December 2017, and was appointed Chairman in connection with the February 14, 2020 business combination with B. Riley Principal Merger Corp. . He holds a BA from the University of Michigan and an MBA from Michigan State University's Eli Broad College of Business, and leads corporate strategy, operations, and M&A, having expanded Alta’s geographic footprint and entered new end markets since joining the company . 2024 results included total revenues of $1,876.6 million, a net loss of $62.1 million, and Economic EBIT Yield of 8.9% as performance headwinds impacted incentive outcomes . Since the 2020 business combination, Alta’s cumulative TSR decreased 34% (value of initial $100 investment declined to $66.49), while pay “actually paid” to the PEO fell materially in 2024, consistent with a pay-for-performance design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alta Equipment Group | CEO; Chairman; previously corporate development and operations leadership | CEO since Dec 2017; Chairman since Feb 2020; joined Dec 2008 | Led M&A expansion, geographic footprint growth, entry into new end markets; overall corporate strategy and operations leadership |
| Financial Services sector | Various roles prior to Alta | 2002–2008 | Finance experience before re-entering equipment industry |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OneH2, Inc. (private) | Board of Directors | Ongoing (prior to and through 2024) | Oversight of hydrogen fuel and equipment business; Alta is a customer/investor; potential related-party oversight considerations |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary ($) | $656,440 | Compensation Committee increased CEO base salary during year from $642,720 to $662,002 based on market data |
| Target Bonus (% of base) | 100% | AIP threshold 50% of target; max 200% of target |
| Actual AIP Paid ($) | $264,801 | 40% weighted payout driven solely by individual performance; corporate metrics paid 0% |
| Perquisites | $21,490 | Personal use of company vehicle/allowance; disability insurance; 401(k) match |
Multi-year CEO compensation:
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Salary ($) | $476,615 | $596,538 | $618,000 | $635,589 | $656,440 |
| Stock Awards ($) | — | $395,882 | $1,786,644 | $1,232,163 | $1,413,320 |
| Non-Equity Incentive ($) | — | $480,000 | $1,112,400 | $960,866 | $264,801 |
| All Other ($) | $3,342 | $17,595 | $16,490 | $30,994 | $21,490 |
| Total ($) | $539,957 | $1,490,015 | $3,533,534 | $2,859,613 | $2,356,051 |
Performance Compensation
Annual Incentive Plan (AIP) 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 | 30% | $12.0m | $20.0m | $28.0m | $(36.9)m | 0% |
| Individual Performance | 20% | n/a | n/a | n/a | Committee result | 200% factor → 40% weighted payout |
Equity Awards and Vesting:
| Award Type | Grant Date | Shares | Vesting Schedule |
|---|---|---|---|
| 2024 Time-Based RSUs | Mar 19, 2024 | 38,705 | Equal installments on Feb 14, 2025/2026/2027 |
| 2024 Performance-Based PSUs | Mar 19, 2024 | Target 78,583; Threshold 39,292; Max 157,166 | Earn based on 2024 Economic EBIT Yield and Adjusted Pre-Tax NI; none earned given 2024 results |
| 2023 PSUs (earned) | 2023 | 67,710 outstanding at 12/31/24 | Vest in two equal installments on Feb 14, 2025 and Feb 14, 2026 |
| 2022 PSUs (earned) | 2022 | 59,376 outstanding at 12/31/24 | Vest on Feb 14, 2025 |
Stock vested in 2024:
| Metric | Shares Vested | Value Realized ($) |
|---|---|---|
| CEO (2024) | 112,953 | $1,275,239 (at $11.29 on vest date) |
Equity Ownership & Alignment
- Beneficial ownership: 5,543,539 shares, representing 16.7% of outstanding common stock (33,191,065 shares) as of April 2, 2025 .
- Unvested equity outstanding at 12/31/24: RSUs 11,141 (2022), 17,103 (2023), 38,705 (2024); PSUs 59,376 (2022), 67,710 (2023); no PSUs earned for 2024 .
- Hedging and pledging: Company prohibits hedging and pledging by directors, officers, and employees, including immediate family and controlled entities .
- Stock ownership guidelines (effective Jan 1, 2024): CEO target 5x annual base salary; selling restrictions apply until target met (with limited tax exceptions) .
Employment Terms
- Equity acceleration: Upon death or disability, or if terminated without cause within two years after a change in control (double-trigger), RSUs and PSUs vest on termination date; otherwise forfeited upon termination .
- Estimated acceleration values (12/31/24, at $6.54): CEO $1,268,989 for death/disability or double-trigger CIC termination .
- Severance cash provisions: Not specifically disclosed; compensation/benefits upon separation determined at Compensation Committee discretion; equity acceleration as above .
| Scenario | Equity Acceleration ($) |
|---|---|
| Death/Disability | $1,268,989 |
| Termination without cause following change in control (within 2 years) | $1,268,989 |
Board Governance
- Dual role: Greenawalt serves as both Chairman and CEO; the Board has not elected a Lead Independent Director. Audit Committee Chair (Andrew Studdert) presides over executive sessions of independent directors .
- Independence: Board determined Messrs. Nair, Studdert, Shribman, Wilson, and Ms. White are independent; committee members meet NYSE/SEC independence requirements .
- Committee memberships (2024): Audit (Studdert, Chair; Nair; White; Wilson), Compensation (Nair, Chair; Studdert; Shribman), Nominating & Governance (White, Chair; Shribman; Studdert; Wilson) .
- Attendance: Board met five times in 2024; no director attended fewer than 75% of Board/committee meetings; committees held five meetings each .
Director Compensation (reference; employee directors do not receive fees)
- Non-employee directors: Annual cash fee $75,000; committee chair supplements $25,000 (Audit), $20,000 (Compensation, Nominating); members receive $7,500 (Audit), $5,000 (Compensation/Nominating); annual RSU grant valued at $100,000, monthly vesting over a year (deferral option available) .
Compensation Structure Analysis
- 2024 outcomes reflected discipline: AIP corporate metrics paid 0% (Economic EBIT Yield and Adjusted Pre-Tax Net Income below threshold), with only individual performance contributing to the 40% weighted payout; 2024 PSUs were not earned, reinforcing performance sensitivity .
- Mix shift and instrument design: Alta uses RSUs and PSUs; options not utilized; multi-year vesting supports retention and alignment .
- Year-over-year cash vs equity: CEO non-equity incentive declined from $960,866 (2023) to $264,801 (2024) as corporate targets missed; stock awards increased modestly to $1,413,320 in 2024; overall total compensation decreased accordingly .
- Peer benchmarking and governance: Compensation Committee engages FW Cook and Mercer; compensation set against a 17-company peer group to target competitive market levels; 2024 say-on-pay received 98% approval .
Peer group (for 2024): MRC Global; Herc Holdings; BlueLinx; Trinity Industries; MarineMax; DNOW; Manitowoc; Titan Machinery; Custom Truck One Source; OneWater Marine; DXP Enterprises; H&E Equipment Services; Astec Industries; Monro; Global Industrial; America’s Car-Mart; McGrath RentCorp .
Related Party Transactions and Red Flags
- Lease agreement: $120,000 annual rent paid in 2024 to an entity controlled by CEO’s mother for South Bend, IN property; terms characterized as comparable to local market .
- OneH2 transactions: Company purchased hydrogen fuel from OneH2 ($1.6m in 2024); paid $0.8m and $1.1m in 2024/2023 toward a $5.3m hydrogen plant investment; CEO, CFO, COO collectively hold indirect minority interests; CEO serves on OneH2 board .
- Clawback and controls: NYSE/SEC-compliant clawback policy; a multi-year cash flow classification error was corrected and did not require incentive recovery as metrics were unaffected .
- Governance structure: Combined Chair/CEO role without a Lead Independent Director is a structural risk; mitigated in part by regular executive sessions led by Audit Chair .
- Hedging/pledging: Prohibited for insiders, reducing misalignment risks .
Performance & Track Record (selected metrics)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Value of $100 Investment (TSR) | $95.18 | $141.04 | $128.19 | $122.17 | $66.49 |
| Net (Loss) Income ($m) | (24.0) | (20.8) | 9.3 | 8.9 | (62.1) |
| Economic EBIT Yield (%) | 10.2% | 12.1% | 15.3% | 15.5% | 8.9% |
Additional 2024 operating highlights:
- Total revenues decreased by $0.2 million to $1,876.6 million; Product Support revenues up 5.5% YoY; parts $294.4m, service $253.8m; new/used equipment sales decreased 3.8% to $987.0m .
Employment Terms and Upcoming Vesting Supply Considerations
- Equity vesting cadence may create predictable supply: RSUs vest on Feb 14, 2025/2026/2027; earned PSUs vest on Feb 14, 2025 and 2026; policy restricts selling until ownership guidelines met (if not in compliance), which can moderate selling pressure .
Equity Ownership & Beneficial Owners Context
| Holder | Shares | % Outstanding |
|---|---|---|
| Ryan Greenawalt (CEO) | 5,543,539 | 16.7% |
| Mill Road Capital III, L.P. | 4,213,208 | 12.7% |
| Voss Capital, LLC | 3,245,000 | 9.8% |
| Snowbird Capital LLC | 2,056,495 | 6.2% |
| BlackRock, Inc. | 2,009,338 | 6.1% |
| Greenhaven Road IM, L.P. | 1,794,066 | 5.4% |
Shares outstanding: 33,191,065 as of April 2, 2025 .
Compensation Committee Analysis
- Committee and advisors: Compensation Committee (independent) oversees CEO pay; uses FW Cook (independent) and Mercer for market data and program design; no consultant conflicts identified .
- Design features: Emphasis on at-risk pay with objective metrics (Economic EBIT Yield; Adjusted Pre-Tax Net Income); equity mix of RSUs/PSUs with multi-year vesting; clawback policy and ownership guidelines strengthen alignment .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 98% support, viewed by the Committee as an affirmation of program design .
Investment Implications
- Alignment and retention: High insider ownership (16.7%) and strict anti-hedging/pledging and ownership guidelines signal alignment; multi-year RSU/PSU vesting supports retention but creates seasonal supply around February 14 vest dates .
- Performance sensitivity: 2024 corporate incentive metrics paid 0% and PSUs were not earned, demonstrating a strong pay-for-performance linkage; lower “compensation actually paid” in 2024 aligns with negative TSR and net loss outcomes .
- Governance risk: Combined Chair/CEO role without a Lead Independent Director is a governance flag, partly mitigated by independent committees and executive sessions led by the Audit Chair; investors may monitor board leadership structure and independence rigor .
- Related-party oversight: Transactions with OneH2 (CEO board seat and management ownership) and family-controlled real estate lease require ongoing scrutiny for arm’s-length terms; Audit Committee oversight policy is in place .
- Near-term catalysts: ERP transformation targeted for 2026 and debt refinanced to 2029 to enhance flexibility; operational recovery in Construction Equipment and secular tailwinds in Material Handling could improve incentive attainment and equity vesting value if execution meets targets .