Dale Asplund
BrightView HoldingsAbout Dale Asplund
Dale A. Asplund, 56, is President and CEO of BrightView Holdings, Inc. and a director since October 2023; he holds a BA from Northern Michigan University and previously served ~25 years at United Rentals in COO and CIO roles, plus operations leadership at United Waste Systems . Under his tenure in Fiscal 2024, BrightView delivered record Adjusted EBITDA of $324.7M (+8.7% YoY), +110 bps margin expansion, improved customer retention (+200 bps), and reduced SG&A by $37M; leverage fell to 2.3x from 2.9x . Pay-versus-performance disclosure shows the value of a $100 investment in BV at $138 in 2024 versus $186 for a relevant index, alongside CAP disclosure for the CEO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Rentals, Inc. | EVP, COO | May 2019–Sept 2023 | Company-wide responsibility for operations and employee safety; executive leadership |
| United Rentals, Inc. | EVP, Business Services & CIO | Jan 2017–May 2019 | Led shared services and information technology |
| United Rentals, Inc. | Various senior roles | 1998–2017 | Supply chain, fleet management, shared services and IT leadership |
| United Waste Systems, Inc. | Divisional Manager | — | Operations leadership (years not disclosed) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in proxy | — | — | No public company directorships or external board roles disclosed for Mr. Asplund |
Fixed Compensation
| Component | Fiscal 2024 Amount | Notes |
|---|---|---|
| Base Salary | $950,000 | Per employment agreement effective Oct 1, 2023 |
| Sign-on Cash Bonus | $500,000 | Paid in Oct 2023; repayment obligation no longer applies |
| Benefits/Perqs | $39,738 | 401(k) match and executive health/disability/life premiums; minimal perquisites policy |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting / Timing |
|---|---|---|---|---|---|
| Annual Bonus – Adjusted EBITDA | 80% | $331.4M | $324.7M | 90% factor (interpolated); combines with strategic goals to 100% total bonus payout | FY2024 bonus; snow adjustment mechanism applied due to low snowfall (downward $3.6M adjustment) |
| Annual Bonus – Strategic Goals (ESG, safety, diversity, client retention) | 20% | Qualitative | Above target | 140% factor | FY2024 bonus |
| Annual Bonus – Total Paid | — | — | — | $1,235,000 | For FY2024, based on target 130% of salary and final achievement factor 100% |
| Long-term Equity – RSUs (annual) | 50% of LTI | 277,777 units | — | — | Vests 25% annually over 4 years from 11/17/2023 |
| Long-term Equity – PRSUs (annual) | 50% of LTI | 277,777 units at target | Performance range 0–200% | Earned based on performance | 3-year period (FY2024–FY2026); metrics: Three-Year Average EBITDA Margin (50%) and Land Organic Revenue CAGR (50%) |
| Inducement RSUs (New Hire) | — | 250,000 units | — | — | Vests ratably over 4 years beginning 10/1/2024 |
| Inducement RSUs (Matching) | — | 667,820 units | — | — | Vests ratably over 4 years beginning 10/1/2024; matched his personal purchase of 667,820 shares (~$5.5M) |
| Inducement PRSUs | — | 250,000 units at target | Performance range 0–200% | Earned based on performance | Same 3-year design and metrics as annual PRSUs |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 969,219 shares (less than 1% of shares outstanding as of 12/31/2024) |
| Shares Outstanding Basis | 95,490,008 common + 54,241,750 common on as-converted preferred = 149,731,758 for percent computation; BV discloses “less than 1%” for Mr. Asplund |
| Options (exercisable within 60 days) | 0 shares for Mr. Asplund |
| Unvested RSUs (as of FY2024 end) | 667,820 (Matching) and 250,000 (New Hire) and 277,777 (Annual) |
| Unvested PRSUs (as of FY2024 end) | 250,000 (Inducement) and 277,777 (Annual) at target |
| Stock Ownership Guideline | CEO must hold 6x base salary; until met, retain 100% of net shares; thereafter retain 30% of net shares |
| Hedging/Pledging Policy | Hedging prohibited; pledging requires prior notice to Chief Legal Officer |
| Clawback | NYSE/SEC-compliant clawback effective Oct 2, 2023; recoup incentive comp upon restatements; broader conduct-based clawback in Code of Conduct |
| Vesting Pressure Indicators | First RSU vest tranches begin 10/1/2024; no option exercises or stock vesting occurred for Mr. Asplund in FY2024 (FY ended 9/30/2024) |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment | At-will; President & CEO reporting to Board; base $950k; target bonus 130%; annual LTI ≥$4M; inducement RSUs/PRSUs as described |
| Non-compete / Non-solicit | 1-year post-termination non-compete; customer and employee non-solicit for 1 year; confidentiality and non-disparagement covenants |
| Severance (no CoC) | If terminated without cause or resigns for good reason: cash severance equal to base salary; prorated bonus; up to 18 months COBRA at active rates; up to $7,500 outplacement |
| Severance (within 1 year after CoC) | Above plus additional cash severance equal to target annual bonus (double-trigger) |
| Change of Control Treatment of Equity | Awards granted FY2023+ accelerate at CoC only if not assumed/replaced; otherwise accelerate upon qualifying termination within 24 months post-CoC; PRSUs vest at greater of target or actual performance through CoC |
Severance Economics (Illustrative at 9/30/2024)
| Scenario | Cash Severance | Health Continuation | Outplacement | Equity Acceleration | Total |
|---|---|---|---|---|---|
| Death/Disability | $1,237,603 | — | — | $7,473,761 | $8,711,364 |
| Involuntary Termination (no CoC) | $2,185,000 | $13,935 | $7,500 | — | $2,206,435 |
| Change of Control (with qualifying termination) | $3,420,000 | $13,935 | $7,500 | $27,125,907 | $30,567,342 |
Board Governance
- Board service: Director since Oct 2023; currently not a member of Audit, Compensation, or N&CG committees .
- Independence: Board determined eight of nine directors are independent; as CEO, Mr. Asplund is not listed among independent directors .
- Board leadership: Chair is Paul E. Raether; CEO and Chair roles are separated (helps mitigate dual-role concerns) .
- Meetings/attendance: FY2024 Board held five meetings; all directors attended ≥75% of Board and committee meetings; all directors attended last annual meeting .
- Committee chairs: Audit—Jane Okun Bomba; Compensation—Mara Swan; N&CG—James R. Abrahamson .
- Investor-designated directors: One Rock Investors designate two directors (Kurt Barker, Josh Goldman) and committee placements per agreement, reflecting governance dynamics alongside CEO-director role .
Director Compensation (As context for dual-role analysis)
- Non-employee directors receive $80,000 annual cash retainer, plus committee retainers and annual RSUs of $120,000; sponsor and investor designees (including Chair Raether, Barker, Goldman) received no compensation in FY2024 .
Compensation Committee Analysis & Peer Group
- Independent consultant: Pearl Meyer; assistance on peer group, benchmarking, and incentive design .
- Peer group (14 companies): ABM Industries; Clean Harbors; Comfort Systems USA; Dycom; Enviri; FirstService; Granite Construction; Healthcare Services Group; Rollins; SP Plus; SiteOne Landscape Supply; Stericycle; Tetra Tech; UniFirst (median revenue ~$2.7B vs BV $2.8B) .
- Target positioning: NEO target total compensation calibrated to market median; strong emphasis on variable/at-risk pay .
- Say-on-pay: 96% approval in March 2022; company proposes triennial say-on-pay frequency .
Compensation Structure Signals
- Shift to PRSUs: 50% PRSUs and 50% RSUs; no options granted in FY2024, aligning pay with multi-year EBITDA margin and organic growth outcomes .
- Snowfall adjustment: Bonus plan adjusts EBITDA targets beyond a +/-10% snowfall revenue collar to isolate operating performance .
- No tax gross-ups; anti-hedging; no option repricing/buyouts; clawbacks instituted per NYSE/SEC rules .
Equity Award Detail Snapshot (FY2024 End)
| Award | Count | Market/Payout Value | Notes |
|---|---|---|---|
| Matching RSUs (Inducement) | 667,820 | $10,511,487 | Vests over 4 years from 10/1/2024 |
| New Hire RSUs (Inducement) | 250,000 | $3,935,000 | Vests over 4 years from 10/1/2024 |
| Inducement PRSUs (target) | 250,000 | $3,935,000 | 3-year FY2024–FY2026 metrics |
| Annual RSUs (11/17/2023) | 277,777 | $4,372,210 | 25% vest annually |
| Annual PRSUs (target) | 277,777 | $4,372,210 | 3-year FY2024–FY2026 metrics |
Employment & Contracts: Additional Provisions
- Deferred compensation: Executive Savings Plan allows deferral of salary/bonus; rabbi trust; notional earnings per 401(k) options .
- Bonus plan termination provisions: Pro-rata bonus for death/disability or retirement (definitions per plan) .
Performance & Track Record
- FY2024 highlights: Record Adjusted EBITDA ($324.7M), margins expanded by 110 bps across segments; Development Services revenue +6.7% with +220 bps margin; improved customer retention (+200 bps); SG&A down $37M; leverage down to 2.3x .
Investment Implications
- Alignment: Significant personal equity purchase (~$5.5M) matched with RSUs plus rigorous CEO ownership guideline (6x salary), anti-hedging policy, and clawbacks bolster alignment and reduce hedging/pledging risk .
- Incentive design quality: PRSUs tied to EBITDA margin and Land organic revenue CAGR (0–200% payout) incentivize multi-year operational discipline; snowfall adjustment improves fairness of annual bonus outcomes, reducing weather volatility distortions .
- Retention/selling pressure: Four-year RSU schedules starting 10/1/2024 and three-year PRSUs likely stagger vesting and limit near-term sales; FY2024 shows no option exercises and no vesting due to timing (first tranches post fiscal year-end) .
- Downside protections and CoC: Double-trigger equity and cash protections minimize forced turnover risk while avoiding single-trigger windfalls; no excise tax gross-ups indicate shareholder-friendly posture .
- Governance: CEO as director with separate Chair and a majority-independent Board plus investor designees suggests balanced oversight; committee independence and attendance strengthen governance quality .
Note: All data cited from BrightView’s 2025 DEF 14A proxy and associated sections.