Brett Urban
BrightView HoldingsAbout Brett Urban
Executive Vice President and Chief Financial Officer of BrightView since October 2022; joined BrightView in 2016 after senior finance roles at Aramark. Responsible for finance, accounting, investor relations, tax, treasury, procurement, fleet, M&A, and corporate financial reporting; MBA from Arcadia University; undergraduate degree from Nichols College; age 42 .
Company performance during FY2024 (context for CFO tenure):
| Metric | FY2023 | FY2024 |
|---|---|---|
| Adjusted EBITDA ($mm) | $298.7 | $324.7 |
| YoY Adjusted EBITDA growth | — | 8.7% |
| Adjusted EBITDA margin change (bps) | — | +110 bps |
| Net leverage (Debt/Adj. EBITDA) | 2.9x | 2.3x |
| Customer retention (bps change) | — | +200 bps |
| Value of $100 investment (BV TSR proxy) | $68 (FY2023) | $138 (FY2024) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BrightView | EVP, Chief Financial Officer | Oct 2022–Present | Leads finance, accounting, IR, tax, treasury, procurement, fleet, M&A, and financial/operational strategy |
| BrightView | SVP Finance, Maintenance Services | 2017–2022 | Led procurement and executed BrightView’s M&A strategy |
| BrightView | VP Finance (Corporate) | 2016–2017 | Led corporate finance function |
| Aramark | Senior finance positions | Not disclosed | Experience at a global provider of food and facilities services |
External Roles
None disclosed in the proxy for public company boards or other external directorships .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2023 | 450,000 | 75% | 391,500 |
| 2024 | 525,000 | 85% | 446,250 |
Notes:
- 2024 target bonus percentage was increased to 85% (from 75%) to align with market median; payouts were driven by company performance under the annual plan .
Performance Compensation
Annual Bonus Plan (FY2024) – Design and Results
| Component | Weight | Target/Scale | Actual/Outcome | Payout |
|---|---|---|---|---|
| Adjusted EBITDA | 80% | Threshold $298.3mm; Target $331.4mm; Max $364.6mm | $324.7mm achieved; snow-adjusted targets applied (downward by $3.6mm due to low snow) | 90% |
| Strategic (ESG/safety/diversity/client retention) | 20% | Qualitative committee assessment | Above target performance, driven by diversity and client retention | 140% |
| Final achievement factor | 100% | — | — | 100% |
Resulting CFO bonus: $446,250 based on 100% factor and $525,000 base x 85% target .
Long-Term Equity Incentives (selected awards outstanding at FY2024-end)
| Grant Date | Instrument | Target/Units | Key Terms |
|---|---|---|---|
| 11/17/2023 | Time-vesting RSUs | 69,444 | Vests 25% annually on grant anniversaries (4 years) |
| 11/17/2023 | PRSUs | 69,444 target | 3-year performance FY2024–FY2026; 50% Three-Year Avg EBITDA Margin, 50% Land Organic Revenue CAGR; 0–200% payout at FY2026 end |
| 6/1/2023 | Retention RSUs | 27,493 | Vested 50% on Jun 1, 2024 and 50% on Dec 1, 2024 |
| 11/18/2022 | Time-vesting RSUs | 25,568 | Vests 25% annually (4-year schedule) |
| 11/18/2022 | PRSUs | 34,090 target | 3-year performance to FY2025 end; PRSUs eligible to vest based on plan metrics |
| 9/29/2022 | Time-vesting RSUs | 88,607 | Vests in full on September 29, 2025 |
| 2018–2021 (multiple) | Stock options | Various; 73,472 exercisable aggregate (see notes) | Exercise prices $13.49–$22.00; legacy schedules per grants |
| — | Options policy | — | No NEO stock options granted in FY2024 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 224,353 BV shares; <1% of outstanding (“*”) as of 12/31/2024 |
| Unvested time-vesting RSUs (selected lines) | 88,607 (9/29/2022) • 25,568 (11/18/2022) • 27,493 (6/1/2023 retention) • 69,444 (11/17/2023) |
| Unearned PRSUs at target | 34,090 (FY2023 grant) • 69,444 (FY2024 grant) |
| Stock options outstanding | Exercisable: aggregate 73,472 across grants (6/27/2018; 11/28/2018; 11/22/2019; 11/19/2020; 11/18/2021) with exercise prices $13.49–$22.00 |
| 2024 vesting realized | 55,269 stock awards vested; realized value $579,795 (no option exercises in 2024) |
| Hedging/pledging policy | Hedging prohibited; pledging requires prior notice to Chief Legal Officer |
| Ownership guidelines | NEOs must hold shares equal to 3x base salary; 100% net share retention until compliant |
| Pledging status | No pledging by Mr. Urban disclosed |
| Sale pressure considerations | Time-based RSUs vest on annual anniversaries (e.g., 11/17) and specific dates (e.g., 9/29/2025 for 2022 grant), which can create withholding-related sales mechanically; no 10b5-1 plans disclosed in proxy |
Employment Terms
-
Key severance economics (employment agreement):
- If terminated without cause or resigns for good reason: 12 months base salary severance, pro-rated bonus for year of termination based on actual performance, up to 18 months COBRA at active rates (company pays remainder), and up to $7,500 in outplacement; if within one year post-change of control, an additional severance equal to target bonus (paid over 12 months) .
- Restrictive covenants: 1-year non-compete, 1-year non-solicit of customers and employees, perpetual confidentiality; non-disparagement provisions .
-
Potential payments (illustrative quantification as of FY2024 end): | Scenario | Cash Severance ($) | Health Continuation ($) | Outplacement ($) | Equity Acceleration ($) | Total ($) | |---|---:|---:|---:|---:|---:| | Death/Disability | 447,688 | — | — | 3,001,461 | 3,449,149 | | Involuntary termination (no cause) or resignation (good reason) | 971,250 | 22,763 | 7,500 | 432,740 | 1,434,253 | | Change of Control (with qualifying termination) | 1,417,500 | 22,763 | 7,500 | 5,028,538 | 6,476,301 |
-
Equity treatment on termination/change-of-control:
- Awards granted in FY2023 and later: double-trigger (if awards are assumed/replaced): acceleration upon termination without cause or for good reason within 24 months post-CoC; if not assumed/replaced, accelerate on CoC; PRSUs vest on greater of target or actual performance through CoC .
- Awards granted before FY2023: single-trigger acceleration on CoC for time-based awards; legacy performance awards have special treatment tied to sponsor IRR/MOIC; other termination scenarios vary by award type .
-
Clawbacks: SEC Rule 10D-1 compliant clawback adopted Oct 2, 2023; mandates recovery of incentive-based compensation upon material restatement (look-back: 3 years) .
Performance & Track Record
| Area | FY2024 outcomes / commentary |
|---|---|
| Profitability | Adjusted EBITDA $324.7mm (+8.7% YoY); margin +110 bps; record adjusted EBITDA; all segments margin expansion |
| Balance sheet | Net leverage improved to 2.3x (from 2.9x) |
| Commercial health | Customer retention +200 bps; SG&A reduced by $37mm |
| Strategy | Streamlined structure, unwound non-core businesses, cross-sell progress; focus on “One BrightView” execution |
| Shareholder returns | Value of $100 in BV rose to $138 in FY2024 (from $68 in FY2023), while peer index at $186 |
Compensation Committee, Peer Group, and Policies (select items)
- Pay philosophy: majority at-risk with emphasis on long-term equity; alignment to market median using a peer group and general industry surveys; independent consultant (Pearl Meyer) .
- FY2024 peer group included ABM, Clean Harbors, Comfort Systems, Dycom, Enviri, FirstService, Granite Construction, Healthcare Services Group, Rollins, SP Plus, SiteOne, Stericycle, Tetra Tech, UniFirst .
- No option repricing/cash buyouts without stockholder approval; anti-hedging; no tax gross-ups for CoC excise taxes; clawbacks as above .
Investment Implications
- Alignment and incentives: Urban’s pay is meaningfully equity-based (multi-year RSUs/PRSUs), with PRSUs tied to EBITDA margin and organic revenue growth—metrics directly linked to margin expansion and organic growth priorities; no new options in FY2024 reduces risk of option-driven behaviors .
- Retention and change-in-control: Standard 1x salary severance plus pro-rata bonus and COBRA, with an additional target bonus on CoC terminations; double-trigger equity vesting for new awards (market-standard), which moderates windfall risk and supports retention through transactions .
- Trading/flow considerations: RSU vesting calendars (annual anniversaries and specified dates like 9/29/2025) can create mechanical tax-withholding related sales; no hedging permitted and pledging requires notice, reducing alignment concerns; no 10b5-1 plans disclosed in proxy .
- Execution track record: FY2024 shows improved profitability, margin expansion, lower leverage, and higher retention—supportive of PRSU performance pathways; the sharp rebound in BV’s TSR proxy (value of $100 investment) from 2023 to 2024 is notable, though still below the peer index level .