Eyal Nuchamovitz
About Eyal Nuchamovitz
Eyal Nuchamovitz is Executive Vice President – Business Development and M&A at ARKO, a role he has held since January 2022, and he has served as EVP and a member of the board of managers of GPM (ARKO’s operating subsidiary) since 2012. He holds a B.A. in Accounting and Economics and a Master’s in Legal Studies for Graduates in Economics and Accounting; age 51 as of the 2025 proxy . Company-level performance context used in pay decisions emphasizes EBITDA against Annual Budgeted EBITDA; ARKO reported EBITDA of $262.9mm (2021), $305.5mm (2022), $297.1mm (2023), and $270.0mm (2024) in the pay-versus-performance disclosure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| GPM Investments, LLC | EVP; Board of Managers | 2012–present | Senior leadership for growth; M&A execution platform |
| Arkos USA LLC (affiliate of Arko Holdings) | Chief Executive Officer | 2010–2014 | Led U.S. affiliate operations |
| Tarragon Corporation | EVP & Chief Financial Officer | 2008–2010 | Financial leadership during restructuring period |
External Roles
No current public company directorships or external board roles disclosed for Nuchamovitz .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 637,103 | 656,273 | 676,027 |
| Discretionary/Fixed Bonuses ($) | — | 100,000 (one-time discretionary related to Transit Energy Group acquisition) | — |
| All Other Compensation ($) | 10,582 | 32,443 | 29,658 |
| Contracted Base (agreement) | $555,000; $600/month car allowance; discretionary bonus eligibility | $555,000; $600/month car allowance; discretionary bonus eligibility | $555,000; $600/month car allowance; discretionary bonus eligibility |
Notes:
- Employment agreement dated Jan 1, 2020 (auto-renewing), annual base $555,000 subject to increases; $600/month car allowance; participates in 2020 Incentive Plan; discretionary bonus .
Performance Compensation
- Program design: For NEOs (including Nuchamovitz), long-term incentives consist of RSUs (time-based), PSUs (EBITDA-based three-year performance with cliff vesting), and Cash LTIs tied to the same EBITDA targets; 2024 mix ~35% RSUs, 49% PSUs, 14–17% Cash LTIs for other NEOs . Performance grid: threshold 90% of Annual Budgeted EBITDA (50% payout), target 100% (100%), maximum 110% (150%); PSUs vest at end of 3-year period .
- 2022 performance: ~108% of Annual Budgeted EBITDA; PSU year-slice credit set at 125% of target for the 2022 tranche; applied to PSUs and Cash LTIs .
- 2023 performance: Slightly above 90% of Annual Budgeted EBITDA; 50% of target credited for 2023 year-slice; applied to PSUs and Cash LTIs .
- 2024 performance: Below 90% threshold; no PSU year-slice credit and no Cash LTI earned for 2024 .
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards ($ grant-date fair value) | 600,005 | 1,150,004 | 950,004 |
| Cash LTI Earned ($) | 62,500 | 50,000 | — (below threshold) |
| Performance Metric | EBITDA vs Annual Budgeted EBITDA | EBITDA vs Annual Budgeted EBITDA | EBITDA vs Annual Budgeted EBITDA |
| Payout Determination | 2022: ~108% → 125% year-slice | 2023: ~90%+ → 50% year-slice | 2024: <90% → 0% year-slice |
Vesting schedule detail (current outstanding as of 12/31/2024):
- RSUs: 8,834 units vest 100% on March 1, 2025; 31,080 units vest 50% on March 1, 2025 and March 1, 2026; 61,256 units vest one-third on March 1 of 2025, 2026, and 2027 . 2024 RSU grants vest in three equal annual installments beginning March 1, 2025 .
- PSUs: 33,128 units (2022 cycle) performance period ended Dec 31, 2024; 75% of target vested Feb 28, 2025; 52,447 units performance period ends Dec 31, 2025; 63,170 units performance period ends Dec 31, 2026 (vesting contingent on EBITDA outcomes) .
Equity Ownership & Alignment
| Item | 2024/2025 Status |
|---|---|
| Beneficial Ownership (common shares) | 127,871 as of April 12, 2024; less than 1% of outstanding |
| Beneficial Ownership (common shares) | 175,535 as of April 11, 2025; less than 1% of outstanding |
| Unvested RSUs (selected lots) | 8,834 (100% vest 3/1/2025); 31,080 (50% 3/1/2025 & 3/1/2026); 61,256 (1/3 annually 2025–2027) |
| Unvested PSUs (selected lots) | 52,447 (performance period ends 12/31/2025); 63,170 (ends 12/31/2026) |
| Pledging / Hedging | Hedging prohibited; pre-notification required for pledging; as of 12/31/2024, no shares were pledged by directors and executive officers |
| Ownership Guidelines | No executive-specific ownership multiple disclosed in proxies |
Insider reporting notes:
- Late Form 4 filings noted for RSU grants: Jan 4, 2023 (two transactions on Jan 1, 2023) and March 6, 2024 (RSU grant) .
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement | Employment agreement dated Jan 1, 2020; auto-renews annually after initial 5-year term |
| Base Pay & Perqs | Base $555,000 (subject to increases); $600/month car allowance; participation in 2020 Plan; discretionary bonus eligibility |
| Non-Compete/Non-Solicit | Post-termination: non-solicit 12 months; non-compete varies: 12 months (cause/quit) or 3 months (without cause/good reason) |
| Severance (without cause/for good reason) | If terminated within five years of agreement date and no GPM Sale Payment, pro-rata bonus (if any) plus base salary for six months |
| Change in control mechanics (legacy GPM) | If a GPM sale occurred (or within 180 days post-termination), executives eligible for a customary GPM Sale Payment; IPO provision provided equity at time of IPO; after IPO this provision terminates |
| Equity on separation | PSU/RSU treatment follows plan terms; PSU pro-rata or performance-based treatment upon CIC scenarios as summarized in proxy tables (company-wide) |
| Policies | Clawback policy adopted Nov 2023 (SEC/Nasdaq-compliant); mandatory recovery for erroneously awarded incentive comp |
Company Performance Context (used in pay-versus-performance)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| EBITDA ($ thousands) | 262,864 | 305,452 | 297,123 | 270,041 |
| Net Income ($ thousands) | 59,427 | 71,978 | 34,566 | 20,845 |
| TSR (Value of $100) | 87.70 | 87.47 | 84.61 | 68.89 |
Compensation Structure Analysis
- Emphasis on at-risk equity and EBITDA-linked PSUs/Cash LTI: Other NEOs’ 2024 LTIs weighted ~49% PSUs, ~35% RSUs, ~14–17% Cash LTIs; payouts calibrate to EBITDA vs Annual Budgeted EBITDA .
- Rigorous payouts: 2024 below-threshold performance led to zero PSU/Cash LTI credit for the 2024 year-slice; 2023 near-threshold delivered 50% year-slice; strong 2022 delivered 125% year-slice credit—aligning outcomes with performance .
- No tax gross-ups; clawback policy in place; hedging prohibited; no pledging reported—alignment-friendly governance .
Say‑on‑Pay & Shareholder Feedback
- 2024 Annual Meeting results: Say-on-pay received 72,288,026 votes For vs 16,972,305 Against (passed) .
- The company states “over 80%” support at the 2024 Annual Meeting; Compensation Committee did not make material modifications following this outcome .
Risk Indicators & Red Flags
- Legal proceedings: None material disclosed for directors or named executive officers .
- Hedging/pledging: Hedging banned; no pledging by executives as of 12/31/2024 .
- Clawback: SEC/Nasdaq-compliant clawback policy adopted in Nov 2023 .
- Insider reporting: Noted late Form 4s (administrative timeliness issue) for RSU grants in 2023 and 2024 .
Equity Vesting & Potential Selling Pressure Timeline
| Award Type | Quantity | Key Dates |
|---|---|---|
| RSU lot | 8,834 | 100% vests Mar 1, 2025 |
| RSU lot | 31,080 | 50% vests Mar 1, 2025; 50% vests Mar 1, 2026 |
| RSU lot (2024 grant) | 61,256 | 1/3 vests each Mar 1 of 2025, 2026, 2027 |
| PSU (2022 cycle) | 33,128 | Performance period ended Dec 31, 2024; 75% of target vested Feb 28, 2025 |
| PSU (2023 cycle) | 52,447 | Performance period ends Dec 31, 2025 (EBITDA-based) |
| PSU (2024 cycle) | 63,170 | Performance period ends Dec 31, 2026 (EBITDA-based) |
These scheduled conversions create periodic supply events (subject to blackout windows and any sell-to-cover), with cliff PSUs potentially settling after Committee determinations in early 2026/2027 .
Related Party Transactions
No related party transactions disclosed involving Nuchamovitz. Related-party items disclosed in proxies relate to other shareholders and sponsors (e.g., voting letter and sponsor support agreements) .
Expertise & Qualifications
- Education: B.A. in Accounting & Economics; Master’s in Legal Studies for Graduates in Economics & Accounting .
- Domain: Business development and M&A leadership within convenience retail and fuel distribution since 2012 at GPM; prior CEO and CFO roles at Arkos USA LLC and Tarragon Corporation .
Investment Implications
- Alignment and discipline: The heavy use of EBITDA-linked PSUs/Cash LTI and zero payout for below-threshold 2024 performance indicate strong pay-for-performance mechanics, reducing misalignment risk despite cyclical earnings volatility .
- Near-term supply from vesting: RSU installments on March 1 of 2025–2027 and PSU cliffs through 2026 can create periodic insider settlement activity, though hedging is prohibited and no pledging is reported; monitor Form 4s around these dates for selling pressure signals .
- Retention risk moderate: Severance for Nuchamovitz is relatively modest (six months’ base salary in key scenarios), which constrains “golden handcuff” retention economics; however, meaningful unvested equity (RSUs/PSUs) provides ongoing retention incentive .
- Governance and shareholder sentiment: With over 80% say‑on‑pay support in 2024 and a compliant clawback/anti-hedging framework, investor concerns around compensation governance appear muted, but continued attention to EBITDA execution will drive realized pay outcomes .