Iain Humphries
About Iain Humphries
Iain Humphries, age 50, has served as Chief Financial Officer and Corporate Secretary of Concrete Pumping Holdings (BBCP) since November 2016 and as a director since December 2018. He is a Chartered Accountant (ICAS) and holds a 1st Class Honours Degree in Accounting & Finance from The Robert Gordon University (Aberdeen, Scotland), with 25+ years of international finance and management experience across construction, oil & gas, power generation and public accounting . In fiscal 2024, the company’s pay-versus-performance disclosure shows total shareholder return (value of $100 investment) declined to $65 from $82 in 2023, while net income decreased to $16.2 million from $31.8 million; these figures provide context for incentive outcomes and equity valuation dynamics . BBCP’s annual cash bonus metrics for 2024 included adjusted EBITDA and free cash flow, and management reported target-level annual bonus payouts for the CFO, aligning cash incentives with operating performance and cash generation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Wood Group PSN Americas | Chief Financial Officer | 2013–2016 | Senior finance leadership in North American operations |
| Wood Group PLC | Various finance leadership roles (US-based) | 2005–2013 | Finance leadership spanning construction, oil & gas, power generation sectors |
External Roles
- No external public company directorships disclosed for Humphries in the proxy biography .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base salary (paid) | $409,329 | $424,136 |
| Base salary rate (policy) | $412,500 (post-2023 increase) | $425,060 (increase effective 2024) |
| Target annual bonus % of salary | 60% | 60% |
| All other compensation (car allowance, 401k match, etc.) | $28,609 | $31,583 |
Notes:
- Car allowance is $2,000/month ($24,000/year); 401(k) company match for 2024 was $7,583 for Humphries . Hedging and pledging of company stock are prohibited under BBCP’s insider trading policy .
Performance Compensation
Annual Cash Bonus (Short-term Incentive)
| Element | FY 2023 | FY 2024 |
|---|---|---|
| Performance metrics | Adjusted EBITDA | Adjusted EBITDA, Free Cash Flow |
| Target bonus % | 60% of base salary | 60% of base salary |
| Outcome/payout determination | Paid at target based on attainment of specified metrics | Paid at target based on attainment of specified metrics |
| Actual bonus paid (USD) | $236,766 | $263,590 |
Long-term Incentives (Equity)
| Award type | Grant date | Shares/Units (Humphries) | Performance metric | Vesting schedule | Status / Notes |
|---|---|---|---|---|---|
| Time-based RSUs | Jan 22, 2024 | 16,674 | None (time-based) | Vests in 3 equal installments on Jan 15, 2025/2026/2027 | Granted under 2018 Plan |
| Performance-based RSUs | Jan 22, 2024 | 25,536 | FY2024 Free Cash Flow | Earned based on FCF for FY2024; vests in 3 equal installments on Jan 15, 2025/2026/2027 | Achievement confirmed Jan 15, 2025 |
| Market-based RSUs (TSR) | Jan 22, 2024 | 9,726 | Total Shareholder Return | To be earned/vest if TSR market condition target met on Oct 31, 2027 | Reflected at 100% target in table |
| Stock awards grant-date fair value (FY24 SCT total) | — | $448,661 | — | — | At maximum, FY24 PSUs would be valued at up to $770,701 for Humphries |
Pay-versus-performance context:
- Company TSR value of a fixed $100 investment: $74 (2022), $82 (2023), $65 (2024); Net income: $28.7m (2022), $31.8m (2023), $16.2m (2024) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (as of record date) | 407,279 shares as of Feb 25, 2025; <1% of outstanding |
| Prior-year beneficial ownership | 638,334 shares as of Feb 26, 2024; ~1.2% of outstanding |
| Shares outstanding basis | 53,151,431 (Feb 25, 2025) |
| Unvested RSUs (as of 10/31/24) | 16,674 time-based; 25,536 FCF-based; 9,726 market-based TSR |
| Options outstanding | 249,287 options, fully vested (incentive stock options), exercise price $6.09, expiring Mar 7, 2026 |
| Hedging/pledging | Prohibited for directors and officers under insider trading policy |
| Director compensation | Officers serving as directors (incl. Humphries) receive no director fees |
Market value references for unvested shares in the proxy are based on $5.55 closing price on Oct 31, 2024 . The company reports late Form 4 filings for Jan 20, 2024 RSU grants (filed Feb 26, 2024) for Humphries and the CEO .
Employment Terms
| Term | Key provisions |
|---|---|
| Effective dates | CFO employment agreement effective Dec 1, 2016; director since Dec 2018 |
| Term | One-year initial term with automatic one-year renewals unless 90 days’ notice of non-renewal |
| Severance (without cause / good reason / non-renewal) | 12 months base salary continuation; pro rata annual bonus for year of termination; up to 12 months company-subsidized healthcare (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 post-termination |
| Perquisites | Car allowance $2,000/month; 401(k) match per plan |
| Change-of-control | No explicit multiple or acceleration terms disclosed in proxy beyond plan-based vesting descriptions |
Board Governance (Director Service)
- Classification and tenure: Humphries is a Class I director; nominated for re-election at the April 22, 2025 annual meeting; director since 2018 .
- Independence: BBCP’s board determined a majority of directors are independent; list excludes Humphries (as an executive), indicating he is not independent .
- Committee roles: Audit, Compensation, and Corporate Governance & Nominating Committees are fully independent; Humphries is not listed as a committee member .
- Board leadership: Independent Chair (Howard Morgan) and Vice Chair (Brian Hodges); neither is an officer, providing separation from management .
- Attendance: In FY2024, all directors attended at least 75% of board and committee meetings; the board met 7x, Audit 4x, Compensation 4x, Governance 1x .
Dual-role implications:
- As CFO and director, Humphries is not independent; however, the board maintains an independent majority and independent committees, mitigating independence and oversight concerns .
Compensation Structure Analysis
- Shift to equity in 2024: Following no equity grants in 2022–2023, Humphries received a material equity package in 2024 including time-based RSUs, FCF-linked PSUs, and TSR-linked RSUs, increasing at-risk, performance-aligned pay .
- Metric alignment: Cash bonus metrics include adjusted EBITDA and free cash flow; RSU components add FCF and TSR, expanding balance between operational and market-based performance .
- Payout discipline: 2024 annual cash incentive paid at target based on formulaic outcomes; no discretionary overlay disclosed .
- Ownership trend: Reported beneficial ownership declined from 638,334 shares (Feb 26, 2024) to 407,279 (Feb 25, 2025); monitoring vesting, exercises, and potential sales around scheduled vest dates may be relevant for trading flow analysis .
- Governance protections: Prohibitions on hedging and pledging reduce misalignment risks tied to share monetization structures .
Detailed Vesting and Trading-Pressure Watchlist
- Annual RSU vesting dates: Jan 15, 2025/2026/2027 for time-based and earned FCF PSUs (tranches) .
- TSR market-based RSUs: Earn/vest contingent on meeting market condition by Oct 31, 2027 .
- Option expiry: 249,287 options at $6.09 expire March 7, 2026—potential decision point for exercise/sale planning .
- Section 16 timing: Noted late filing in early 2024; no pattern indicated, but event-driven filings can signal grant/vesting activity windows .
Performance & Track Record
| Measure | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR value of fixed $100 investment (as of fiscal year-end) | $74 | $82 | $65 |
| Net Income (USD, thousands) | $28,676 | $31,790 | $16,207 |
Notes: Pay-versus-performance table indicates “compensation actually paid” was negatively impacted in 2024 primarily by lower fair value of stock units versus grant-date fair value; TSR and net income also declined year over year .
Investment Implications
- Incentive alignment: Humphries’ 2024 package increased performance exposure (FCF and TSR) while maintaining EBITDA/FCF in annual cash metrics—supportive of long-term value creation drivers (profitability and cash flow) .
- Calendar of potential selling pressure: Watch Jan 15 annually (2025–2027) for RSU/PSU vesting tranches and Mar 7, 2026 for option expiry-related decisions; these dates can create incremental liquidity and trading flow .
- Ownership and governance: No pledging permitted; independent chair and fully independent committees mitigate risks from Humphries’ dual role as CFO/director .
- Pay-for-performance discipline: 2024 bonus at target suggests formulaic alignment; with TSR and Net Income down in 2024, forward equity outcomes (especially for TSR RSUs) remain sensitive to multi-year stock performance through FY2027 .