Amanda Orders
BrightView HoldingsAbout Amanda Orders
Amanda Orders, 47, has served as Executive Vice President and Chief Human Resources Officer (CHRO) of BrightView since November 2019, leading the BrightView People Strategy across talent, compensation, benefits, performance, succession, equity administration, safety, marketing/communications, retention, training, and leadership development; she previously held HR leadership roles at Alliance Data Systems and The ScottsMiracle‑Gro Company and is a graduate of The Ohio State University’s Fisher College of Business . Company operating performance during her tenure has included margin expansion and deleveraging; BrightView’s leverage ratio declined to 2.3x from 2.9x year over year in FY2024 and management reported record net income and Adjusted EBITDA in Q3 FY2025 while reaffirming FY2025 guidance focused on Adjusted EBITDA and margin expansion .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BrightView | EVP & CHRO | Nov 2019–present | Leads end‑to‑end human capital strategy (talent, comp/benefits, succession, safety, comms) across all service lines |
| BrightView | SVP, HR – Maintenance Services | Dec 2016–Nov 2019 | Division HR leadership supporting operations |
| BrightView | VP, HR | Apr 2012–Dec 2016 | Built HR capabilities during transformational period |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alliance Data Systems | HR leadership roles | Not disclosed | Prior public‑company HR leadership experience |
| The ScottsMiracle‑Gro Company | HR leadership roles | Not disclosed | Consumer/industrial HR leadership experience |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2023 | 425,000 | 75% | 369,750 |
| 2024 | 450,000 (5.9% increase) | 85% (raised from 60% per agreement) | 382,500 |
Performance Compensation
- Annual bonus design (FY2024): 80% financial (Adjusted EBITDA, with “snow adjustment” collar) and 20% strategic (sustainability, safety, diversity, client retention); strategic goals achieved at 140%, EBITDA achieved at 90%, yielding 100% overall payout .
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 80% | $298.3M | $331.4M | $364.6M | $324.7M (after snow adjustment) | 90% |
| Strategic Goals (ESG/safety/diversity/client retention) | 20% | Qualitative | Qualitative | Qualitative | Above target | 140% |
| Final Achievement | 100% | — | — | — | — | 100% |
Design details:
- Snow adjustment mechanism: ±$250k to EBITDA target for every $1M snow revenue variance beyond ±10% of $261.2M budget (FY2024 actual $220.8M drove a $3.6M downward adjustment) .
Long‑term incentives (LTI):
- FY2024 annual grant (11/17/2023): RSUs 41,666 and PRSUs 41,666 (target); $600,000 grant value, split 50%/50%; RSUs vest 25% annually over 4 years; PRSUs cliff‑vest after 3‑year period (10/1/2023–9/30/2026) based on equally weighted Three‑Year Average EBITDA Margin and Land Organic Revenue CAGR (0–200% payout) .
- No stock options granted to NEOs in FY2024 .
| Grant Date | Award Type | Shares/Target (#) | Grant Date Fair Value ($) | Vesting/Performance |
|---|---|---|---|---|
| 11/17/2023 | Time‑vesting RSUs | 41,666 | 299,995 | 25% on each of first 4 anniversaries |
| 11/17/2023 | PRSUs (target) | 41,666 | 299,995 | Cliff at 9/30/2026; 50% Three‑Year Avg EBITDA Margin, 50% Land Organic Revenue CAGR; 0–200% |
| 11/18/2022 | RSUs (annual) | 40,106 | 299,993 | 25% per year over 4 years |
| 11/18/2022 | PRSUs (target) | 40,106 | 299,993 | Cliff at 9/30/2025 on EBITDA Margin and Land Org Rev CAGR |
| 6/1/2023 | Retention RSUs | 54,985 | 374,998 | 50% on 6/1/2024 and 12/1/2024 |
Stock and option vesting history:
- Stock awards vested in FY2024: 57,460 shares; value realized $595,737 (no option exercises) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 268,134 shares as of 12/31/2024 (less than 1%) |
| Options exercisable within 60 days | 109,247 shares for Orders (component of beneficial ownership footnote) |
| Ownership guidelines | CEO 6x salary; other NEOs 3x salary; until met, must retain 100% of net shares; after compliance, no extra retention beyond maintaining guideline (only CEO retains 30%) |
| Hedging/pledging | Company policy prohibits hedging/pledging by executives |
| Clawbacks | Broad misconduct clawback; NYSE/SEC Rule 10D‑1‑compliant financial restatement clawback effective Oct 2, 2023 |
Vesting pipeline and potential supply:
- 2022 RSUs vest fully on 11/18/2025 .
- 2023 retention RSUs vested 50% on 6/1/2024 and 12/1/2024 (Form 4 shows shares withheld for taxes) .
- 11/17/2023 annual RSUs vest 25% annually through 2027; PRSUs eligible at 9/30/2026 based on performance .
Employment Terms
| Topic | Terms (Amanda Orders) |
|---|---|
| Role/reporting | CHRO, reporting to CEO |
| Base salary | $450,000; subject to review |
| Target bonus | 60% in agreement; raised to 85% beginning FY2024 |
| Severance (qualifying termination) | 12 months of base salary; pro‑rated bonus for year of termination (based on actual performance); COBRA at active‑employee rates for up to 18 months (company pays remainder); outplacement up to $7,500; release required; continued compliance with restrictive covenants |
| Change in control | If terminated within 1 year after CoC, additional severance equal to target annual bonus (paid over 12 months) |
| Restrictive covenants | Confidentiality (perpetual), non‑compete 1 year post‑termination, non‑solicit customers/employees 1 year, non‑disparagement |
| Equity CoC treatment | Awards from FY2023 onward require “double trigger” (assumed/replaced then terminated within 2 years post‑CoC) for acceleration; pre‑FY2023 awards had single‑trigger acceleration |
| No gross‑ups | No excise tax gross‑ups for CoC; no underwater option repricing/cash buyouts without shareholder approval |
Insider Transactions and Vesting Events (last 24–36 months)
| Date | Form | Transaction | Shares | Price | Post‑txn holding | Notes |
|---|---|---|---|---|---|---|
| 12/01/2024 | Form 4 | RSU vest (code M) | 27,493 | — | 120,777 | RSUs converted 1:1; separate withholding below |
| 12/01/2024 | Form 4 | Shares withheld for taxes (code F) | 12,331 | $17.10 | 108,446 | Tax withholding on 12/1/2024 vest |
| 12/02/2024 | Form 4 | RSU grant (A) | 18,754 | $0 | 18,754 (derivative) | Vests in 4 equal annual installments starting 12/2/2025 |
| 08/25/2025 | Form 144 | Proposed sale under Rule 144 | — | — | — | Notice of proposed sale |
| 08/25/2025 | Form 4 | Open market sale (code S) | 70,000 | $14.78 (WA) | 38,446 | Weighted‑avg price $14.655–$14.93; executed under POA |
Deferred Compensation (FY2024)
| Executive | Executive Contributions ($) | Aggregate Earnings ($) | Aggregate Balance at FYE ($) |
|---|---|---|---|
| Amanda Orders | 26,798 | 78,777 | 330,960 |
Additional Context and Governance
- Say‑on‑Pay: Last triennial vote (March 2022) approved by ~96% of votes cast, signaling investor support for the compensation program .
- Compensation committee practices: Market‑median philosophy; independent consultant (Pearl Meyer) informs adjustments; emphasis on at‑risk equity; anti‑hedge/pledge; clawbacks aligned with NYSE Rule 10D‑1 .
Investment Implications
- Pay‑for‑performance alignment: High variable mix with 50% PRSUs in annual LTI tied to multi‑year EBITDA margin and Land organic growth, and annual bonus weighted 80% to Adjusted EBITDA; adoption of double‑trigger CoC and robust clawbacks reduce windfall risk and strengthen alignment .
- Retention and selling pressure: Near‑term supply from scheduled RSU vests (11/18/2025 and annual tranches from 11/17/2023 and 12/02/2024 grants) plus a meaningful open‑market sale on 8/25/2025 (70,000 shares) indicates potential periodic selling pressure around vest dates and liquidity windows .
- Skin‑in‑the‑game: Beneficial ownership is “less than 1%,” with 109,247 options exercisable within 60 days; ownership guidelines (3x salary) and 100% net‑share retention until compliance partially offset low percentage ownership .
- Downside protection/transition risk: Severance of 1x salary plus pro‑rated bonus (and target bonus if terminated within one year post‑CoC) provides moderate cushion; one‑year non‑compete/non‑solicit supports retention post‑separation .
- Execution backdrop: Company progress on margin expansion and deleveraging strengthens the backdrop for performance‑linked pay outcomes (record net income/Adjusted EBITDA in Q3 FY2025; leverage ratio improvement in FY2024), but macro headwinds moderated revenue guidance in FY2025 .