Maury Bricks
About Maury Bricks
Maury Bricks (age 50) is General Counsel and Secretary of ARKO (since December 22, 2020) and has served as General Counsel and Secretary of GPM Investments, LLC since January 2013. He previously practiced at Greenberg Traurig (2005–2013) and worked in finance roles at Shell Oil’s pipeline and retail natural gas divisions. He holds a BBA in Finance and BA (Plan II) from the University of Texas, an MSc (distinction) in Accounting & Finance from the London School of Economics, a JD (magna cum laude) from the University of Michigan, and is a CFA charterholder . ARKO’s executive pay program emphasizes EBITDA versus Board-approved Annual Budgeted EBITDA for PSUs and cash incentives; the company does not use TSR for NEO incentives given trading history and peer comparability considerations .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| GPM Investments, LLC | General Counsel and Secretary | 2013–present | Lead legal for acquisitive c-store platform; continuity through 2020 business combination into ARKO |
| Greenberg Traurig, LLP | Attorney | 2005–2013 | Corporate/transactions experience at international law firm |
| Shell Oil Company | Finance – pipeline and retail natural gas divisions | pre-2005 | Energy-sector finance and operations exposure |
External Roles
- No public company directorships or external board roles disclosed in the proxy biography reviewed .
Fixed Compensation
| Year | Salary ($) | Fixed Quarterly Bonus ($) | Notes |
|---|---|---|---|
| 2022 | 416,846 | 40,000 | Quarterly $10,000 bonuses under employment agreement |
| 2023 | 430,594 | 40,000 (within $140,000 total bonus) | Also received $100,000 discretionary bonus tied to Transit Energy Group transaction preparation |
| 2024 | 476,960 | 40,000 | April 2024: +3.3% salary; June 2024: further +13.8% to $510,000; fixed quarterly bonus eliminated Feb 25, 2025 and rolled into salary from Apr 1, 2025 |
- Car allowance: $600/month per employment agreement .
- Benefits: Eligible for standard plans, 401(k) match; participates in non-qualified deferred compensation plan (NQP) with company match .
Performance Compensation
Incentive Design and Metrics
| Metric | Threshold | Target | Maximum | Payout mapping |
|---|---|---|---|---|
| Annual Budgeted EBITDA (PSUs and Cash LTI) | 90% | 100% | 110%+ | 50% / 100% / 150% of target respectively |
- 2024 performance: Below 90% of Annual Budgeted EBITDA; Threshold not met for PSUs and Cash LTI components for 2024 year within the 2022–2024, 2023–2025, and 2024–2026 cycles .
Cash/Non-Equity Incentive Payouts
| Year | Non-Equity Incentive ($) | Detail |
|---|---|---|
| 2022 | 62,500 | Cash LTI payout aligned to PSU performance framework |
| 2023 | 50,000 | Cash LTI payout; also received $100,000 discretionary bonus (shown in “Bonus”) |
| 2024 | — | Threshold not met; no Cash LTI payout |
2024 Long-Term Incentive Grants (Award mix predominantly performance-based for NEOs: ~35% RSUs, ~49% PSUs, ~14–17% Cash LTI)
| Instrument | Grant date | Target/Units | Vesting terms |
|---|---|---|---|
| RSUs | 2/29/2024 | 61,256 | 1/3 on Mar 1 of 2025, 2026, 2027 |
| PSUs (EBITDA-based) | 2/29/2024 | 84,227 target (42,114 threshold; 126,341 max) | 3-year performance period; cliff vesting on Dec 31, 2026 subject to performance |
| Cash LTI (tied to PSU metric) | 2024 plan | Threshold 100,000; Target 200,000; Max 300,000 | Earned annually per PSU payout percentage; no 2024 accrual as threshold not met |
2024 Stock Vesting Activity
| Name | Shares vested (#) | Value realized ($) |
|---|---|---|
| Maury Bricks | 100,486 | 777,188 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 144,257 common shares; <1% of outstanding as of April 11, 2025 |
| Unvested RSUs (12/31/24) | 8,834 (vest 100% 3/1/2025); 31,080 (50% 3/1/2025, 50% 3/1/2026); 61,256 (1/3 each on 3/1/2025–2027); market values $58,216; $204,817; $403,677 respectively at $6.59 close |
| Unvested PSUs (12/31/24) | 33,128 (2022–2024 cycle, 75% of target vested 2/28/2025); 38,462 (cycle ending 12/31/2025); 63,170 (cycle ending 12/31/2026); market values $218,314; $253,465; $416,290 respectively at $6.59 |
| Options | None disclosed for Bricks |
| Hedging/pledging | Hedging prohibited; pre-notice required for pledging; no shares pledged by directors and executive officers as of Dec 31, 2024 |
| Clawback | SEC/Nasdaq-compliant clawback policy adopted Nov 2023; mandatory recovery for erroneously awarded incentive-based compensation after a restatement |
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Dated Jan 3, 2020; five-year term; auto-renews for successive one-year terms unless 90 days’ notice of non-extension |
| Base salary | Originally $395,000; April 2024 +3.3% and June 2024 +13.8% to $510,000; quarterly $10,000 bonus eliminated Feb 25, 2025 and incorporated into base effective Apr 1, 2025 |
| Bonuses | Discretionary bonuses permitted; fixed quarterly $10,000 through Q1 2025 (eliminated thereafter) |
| LTI eligibility | Participation in 2020 Incentive Plan (RSUs/PSUs/Cash LTI) |
| Car allowance | $600/month |
| Severance | If terminated without cause or resigns for good reason (and no GPM Sale Payment applies within five years of agreement): pro rata corporate bonus (if any) plus base salary continuation for three months (Bricks) |
| Restrictive covenants | Non-solicit: 12 months post-termination; Non-compete: 12 months if for cause or without good reason; 3 months if without cause or for good reason |
| Special transactions | GPM Sale Payment provision prior to IPO; upon IPO this provision terminates (historical construct retained in agreement summary) |
Governance, Process, and Shareholder Feedback
- Compensation Committee (2024): Steven J. Heyer (Chair), Sherman K. Edmiston III, Avram Friedman, Michael J. Gade; 13 meetings in 2024 .
- Independent consultant: Mercer (US) advising since 2021; independence assessed; assisted with peer group review, market levels, metric design, and 2020 Plan share increase .
- Say-on-Pay: At 2024 Annual Meeting, 72,288,026 For vs 16,972,305 Against (81.0% approval) ; Proxy notes “over 80%” approval and no material changes made in response .
- Equity plan: 2020 Plan share reserve increased from 12.41M to 23.77M at 2024 Annual Meeting .
Risk Indicators and Red Flags
- Late Section 16 filing: One late Form 4 by Maury Bricks on March 6, 2024 to report an RSU grant .
- No pledging; hedging prohibited; insider trading policy on file with 2024 10-K .
- Clawback in place covering erroneously awarded incentive-based compensation .
Investment Implications
- Pay-for-performance alignment: Bricks’ variable pay is tightly linked to Annual Budgeted EBITDA via PSUs and Cash LTI; 2024 shortfall below 90% eliminated 2024-year PSU/Cash LTI credit, signaling discipline and lower immediate insider cash realization despite equity awards .
- Upcoming supply from vesting: RSUs scheduled to vest on March 1 of 2025–2027 (8,834; 31,080; 61,256 units outstanding at 12/31/24), and PSU cycles ending 2025 and 2026 could create periodic selling pressure if shares are sold upon settlement .
- Retention/transition risk: Severance economics are modest (3 months base for without cause/good reason) with short non-compete (3 months) in that case, raising some retention risk vs. market; however, the June 2024 salary realignment to $510,000 and elimination of fixed bonus in favor of salary suggests a tilt toward stability and market alignment for key legal leadership .
- Governance safeguards: No pledging, hedging bans, and an SEC/Nasdaq-compliant clawback reduce compensation-related governance risk; strong Say-on-Pay support (>80%) indicates shareholder acceptance of NEO pay frameworks .
Note: ARKO does not use TSR as an incentive metric for NEOs due to trading history and peer comparability; EBITDA remains the primary performance lever across PSU and Cash LTI programs .