Bruce Young
About Bruce Young
Bruce Young, age 65, is Chief Executive Officer of Concrete Pumping Holdings, Inc. and a Class III director serving since December 2018; he joined Brundage-Bone in 1985, became CEO in 2008, and also serves as CEO of Eco-Pan since its founding in 1999 . Education was not disclosed in Company proxies. Pay-versus-performance shows mixed alignment: compensation actually paid (CAP) to the PEO decreased to $815,105 in FY2024 versus $1,303,978 in FY2023 while TSR for a $100 initial investment declined to $65 and Net Income fell to $16.2 million in FY2024 (from $31.8 million in FY2023) . TSR and Net Income figures are disclosed; revenue and EBITDA trends were not disclosed in the proxy.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Brundage-Bone | CEO | 2008–present | Led U.S. concrete pumping operations; industry experience and historic knowledge of Brundage-Bone . |
| Brundage-Bone | Operations Manager | 2001–2008 | Ran concrete pumping operations; operational leadership . |
| Eco-Pan | CEO | 1999–present | Grew environmental waste solutions platform alongside pumping business . |
| O’Brien Concrete Pumping | Various roles | Began in 1980 | Industry entry; entrepreneurial foundation in pumping; later founded own pumping company . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed beyond BBCP; external roles not disclosed for Mr. Young . |
Fixed Compensation
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Base Salary ($) | $517,464 | $535,835 | $576,885 | $605,000 |
| Target Annual Bonus (% of Salary) | Not disclosed | Not disclosed | Not disclosed | 100% of base salary |
| Actual Annual Bonus ($) | $318,300 | $480,000 | $359,695 | $364,717 |
| All Other Compensation ($) | $29,176 | $69,018 | $61,426 | $33,077 |
Perquisites: Car allowance $2,000/month ($24,000/year) and Company 401(k) match; historical housing benefit of ~$3,600/month through June 2023 .
Performance Compensation
| Metric / Award | Weighting | Target | Actual / Achievement | Payout Mechanics | Vesting / Timing |
|---|---|---|---|---|---|
| Annual Cash Bonus (Adjusted EBITDA, Free Cash Flow) | Not disclosed | Not disclosed | “Target” paid based on attainment of specific financial and non-financial metrics in FY2024 | Cash; paid post-year end | N/A |
| Time-based RSUs (granted Jan 22, 2024) | N/A | Service condition | Service-based | Equity; included in Stock Awards grant-date fair value | Vest in equal installments on Jan 15, 2025/2026/2027 |
| Performance-based RSUs (FCF) (granted Jan 22, 2024) | Not disclosed | Pre-determined FCF goals FY2024 | Achieved on Jan 15, 2025 | Equity; grant-date fair value included; highest performance scenario fair value would be $1,110,113 for CEO | Vest in equal installments on Jan 15, 2025/2026/2027 |
| Market-based RSUs (TSR) (granted Jan 22, 2024) | Not disclosed | TSR target by Oct 31, 2027 | Earned only if closing price meets TSR market condition by Oct 31, 2027 | Equity | Earn and vest October 31, 2027 if condition met |
Clawback: Awards under the 2018 Plan are subject to Company compensation recovery/recoupment policy per Dodd-Frank and good governance practices .
Equity Ownership & Alignment
| Category | Details |
|---|---|
| Total Beneficial Ownership | 1,673,115 shares; 3.1% of outstanding common stock (53,151,431 shares) as of Feb 25, 2025 . |
| Vested vs Unvested | Bruce Young outstanding unvested stock units as of Oct 31, 2024: 23,353 time-based RSUs ($129,609 market value), 35,793 FCF PSUs ($198,651), 13,623 market-based RSUs at 100% target ($75,608) using $5.55 stock price . |
| Options (Exercisable/Unexercisable) | None disclosed for Mr. Young at FY2024 year-end; CFO holds options; CEO’s equity mix is RSU/PSU/MSU . |
| Pledging / Hedging | Prohibited for directors/officers/employees; Company policy bars margin accounts and pledging Company securities . |
| Ownership Guidelines | Not disclosed in proxy; no separate executive-only ownership guidelines described . |
| Insider Trading / Filings | Two Form 4s (Bruce Young and CFO) for Jan 2024 RSU grants were filed late (Feb 26, 2024) . |
Insider selling pressure indicators:
- Scheduled RSU/PSU vesting on Jan 15, 2025/2026/2027 creates predictable potential sale windows depending on net share withholding for taxes; policy prohibits hedging/pledging, mitigating leverage-driven sales .
- Market-based RSUs cliff earn/vest in Oct 2027 upon TSR target, potentially concentrating delivery in that period .
Employment Terms
| Term | CEO (Bruce Young) |
|---|---|
| Employment Agreement Effective Date | August 18, 2014 (Brundage-Bone subsidiary agreement) . |
| Role / Employer | CEO & President; employed by Brundage-Bone (subsidiary); equity from CPH under 2018 Plan . |
| Term / Renewal | Initial one-year term; auto-renews annually unless 90 days’ prior non-renewal notice . |
| Bonus Eligibility | Target % of base salary; based on pre-established Company and individual performance metrics . |
| Severance (Without Cause / Good Reason / Non-renewal) | 12 months base salary; pro rata annual bonus for year of termination; Company-subsidized healthcare continuation up to 12 months; subject to release . |
| Death/Disability | Pro rata annual bonus for year of termination; subject to release . |
| Non-compete / Non-solicit | Effective during employment and for 12 months thereafter; confidentiality and non-disparagement apply . |
| Change-of-Control (Equity Treatment) | 2018 Plan allows continuation/assumption/substitution or settlement of awards at change-in-control price; awards may be canceled if underwater or cannot reasonably vest; RSUs subject to Plan Section 12; acceleration may be set in Award Agreements (not specifically disclosed for CEO grants) . |
Board Governance
- Board service: Class III director since 2018; term to 2027; dual role as CEO + director (not Chair), with independent Chair (Howard D. Morgan) and Vice Chair (Brian Hodges) .
- Independence: Majority of directors are independent; executive directors (Young, Humphries) are not independent; committees comprise independent directors .
- Committees: Audit (Armstrong, Piecuch, Cheesman; Piecuch chair), Compensation (Armstrong, Hodges, Morgan, Cheesman; Hodges chair), Corporate Governance & Nominating (Faust, Morgan, Hall, Alarcon; Morgan chair) .
- Meetings/Attendance: FY2024—Board met 7x; Audit 4x; Compensation 4x; CG&N 1x; all directors attended ≥75% of aggregate Board + committee meetings; 9 directors attended 2024 annual meeting .
- Director pay: Non-employee director retainer $112,000; additional $50,000 for Chair, Vice Chair/Comp Chair, and Audit Chair; executive directors (Young, Humphries) receive no additional director pay .
Dual-role implications: The separation of CEO and independent Chair/Vice Chair, independent-only committees, and regular executive sessions without management present mitigate typical CEO-Chair concentration risks and support independent oversight .
Director Compensation (Bruce Young)
- None; as an executive director, he receives compensation solely as CEO, not as a non-employee director .
Related Party Transactions and Conflicts
- Eco-Pan facility lease: Company subsidiary Eco-Pan leases a facility from an investor group in which Bruce Young holds ~25% interest; triple-net lease ~$9,500/month; expires Aug 31, 2028; FY2024 and FY2023 rent ~$114,000/year .
- Family employment: Mark Young (son) — President, U.S. Concrete Pumping Operations; FY2024 compensation $796,627 ($568,510 cash/reimbursement). Brett Young (son) — Branch Manager; FY2024 $306,528 ($257,440 cash/reimbursement) .
Governance policies: Related-party transactions reviewed by Audit Committee; Company Code of Ethics and insider trading policy in place .
Multi-Year Compensation Mix (CEO)
| Component | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Salary ($) | $517,464 | $535,835 | $576,885 | $605,000 |
| Stock Awards ($) | $0 | $0 | $0 | $646,250 |
| Cash Bonus ($) | $318,300 | $480,000 | $359,695 | $364,717 |
| All Other ($) | $29,176 | $69,018 | $61,426 | $33,077 |
| Total ($) | $864,940 | $1,084,853 | $998,006 | $1,649,044 |
Outstanding Equity Awards (CEO at FY2024 Year-End)
| Award Type | Units | Vesting | Market Value (as of $5.55 on Oct 31, 2024) |
|---|---|---|---|
| Time-based RSUs | 23,353 | Jan 15, 2025/2026/2027 (equal installments) | $129,609 |
| Performance-based RSUs (FCF) | 35,793 | Achieved Jan 15, 2025; vest Jan 15, 2025/2026/2027 (equal installments) | $198,651 |
| Market-based RSUs (TSR, target) | 13,623 | Earn/vest Oct 31, 2027 upon meeting TSR target | $75,608 |
Grant-date fair value context: FY2024 Stock Awards totaled $646,250 for CEO; if highest PSU performance is achieved, aggregate grant-date fair value for performance-based stock units would be $1,110,113 .
Pay versus Performance Summary
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| PEO Summary Compensation Table Total ($) | $1,084,853 | $998,006 | $1,649,044 |
| Compensation Actually Paid to PEO ($) | $(2,056,804) | $1,303,978 | $815,105 |
| Value of $100 Investment (TSR) | $74 | $82 | $65 |
| Net Income ($ thousands) | $28,676 | $31,790 | $16,207 |
Analysis: CAP trends are driven primarily by changes in fair value of equity awards and stock price; FY2024 CAP fell alongside TSR and Net Income declines .
Compensation Structure Analysis
- Shift toward equity in FY2024: Introduction of RSUs/PSUs/MSUs for CEO after prior years with zero stock awards increases at-risk equity exposure tied to FCF and TSR, improving pay-for-performance linkage .
- Performance metrics: Annual bonuses tied to adjusted EBITDA and free cash flow; PSUs tied to FCF; MSUs tied to TSR—aligns incentives with profitability, cash generation, and shareholder returns .
- Clawback and grant governance: Equity grant procedures and clawback policy are codified; awards generally approved in Q1 and timed to avoid MNPI, reducing opportunistic grant timing risk .
- No tax gross-ups or SERP: Company does not maintain executive-only retirement programs; no gross-ups disclosed—shareholder-friendly .
Say-on-Pay & Shareholder Feedback
- FY2025 meeting includes advisory say-on-pay vote; Board unanimously recommends approval; historical vote percentages not disclosed in the proxy .
Risk Indicators & Red Flags
- Related party lease (Eco-Pan) with CEO ownership interest (~25%); modest annual rent but a recurring RPT—monitor for arm’s-length terms and committee oversight .
- Family employment (two sons in operating roles) with significant compensation—heightens perceived nepotism risk; offset by Audit Committee oversight of related-party matters .
- Late Section 16 filings for Jan 2024 RSU grants (filed Feb 26, 2024)—procedural lapse; monitor future filing timeliness .
- Hedging/pledging prohibited—reduces misalignment and leverage-driven risk .
Compensation Committee Analysis
- Composition: Independent members Armstrong, Hodges (Chair), Morgan, Cheesman .
- Responsibilities: Oversees executive compensation, employment agreements, and stock plans; works with CEO and management on performance reporting and recommendations .
- Consultant usage and target percentile: Not disclosed; peer group details not provided in current proxy .
Equity Compensation Plan Information
- Securities to be issued upon exercise/outstanding options: 430,103; weighted-average exercise price $4.59; securities available for future issuance: 2,602,263 (as of Oct 31, 2024) .
Investment Implications
- Alignment and retention: New FY2024 equity mix (time-based RSUs, FCF PSUs, TSR MSUs) plus three-year vesting cadence should support retention and align CEO incentives with cash generation and shareholder returns; scheduled vesting dates create predictable potential supply pressure but hedging/pledging prohibitions mitigate leverage-driven selling .
- Governance structure: Independent Chair/Vice Chair and independent-only committees temper dual-role risks of CEO as director; executive sessions without management enhance oversight .
- Performance momentum: FY2024 deterioration in TSR ($65 on a $100 base) and Net Income ($16.2 million) versus FY2023 could compress performance payouts and equity fair values; monitor FCF achievement underpinning PSU vesting and TSR path for MSU vest in 2027 .
- Watchlist flags: Related-party Eco-Pan lease and family employment warrant continued Audit Committee scrutiny; late Form 4s suggest strengthening compliance processes .