Frank Lopez
BrightView HoldingsAbout Frank Lopez
Frank Lopez (age 50) is an independent director of BrightView Holdings, Inc. (BV) since September 2021. He is Executive Vice President and Chief Human Resources Officer (CHRO) at Ryder System, Inc., with prior roles as Senior Vice President, Global HR Operations (2013–2016) and Associate General Counsel for global labor and employment (joined 2002). He holds a B.A. in Political Science from Florida International University and a J.D. from Emory University School of Law and serves on the Florida International University Foundation board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ryder System, Inc. | EVP & CHRO | Current (dates not specified) | Leads enterprise human capital; global HR leadership |
| Ryder System, Inc. | SVP, Global HR Operations | Jul 2013 – Jan 2016 | Oversaw HR/Talent/DEI/Labor Relations across US/Canada/Mexico/Europe/Asia |
| Ryder System, Inc. | Associate General Counsel — Global Labor & Employment | Oct 2002 – (progressed to HR leadership) | Global employment law and labor relations |
| National law firm | Attorney (private practice) | Pre-2002 (several years) | Employment/labor law practice |
External Roles
| Organization | Role | Tenure | Notes/Exposure |
|---|---|---|---|
| Ryder System, Inc. (NYSE: R) | EVP & CHRO (executive role) | Current | Large fleet/transport/logistics operator; no BV related-party transactions disclosed involving Mr. Lopez |
| Florida International University Foundation | Board member | Current | Non-profit board service |
| Other public company directorships | — | — | None disclosed for Mr. Lopez in BV’s proxy |
Board Governance
| Item | Detail |
|---|---|
| Committees | Audit Committee (member); Compensation Committee (member) |
| Chair roles | None (Audit Chair: Jane Okun Bomba; Compensation Chair: Mara Swan) |
| Independence | Board determined Lopez is independent; also independent for Audit Committee under Exchange Act Rule 10A‑3(b)(1) |
| Attendance | No BV director attended <75% of Board/committee meetings in FY2024; Board met 5x, Audit 6x, Compensation 5x; all directors attended last year’s annual meeting |
| Years of service | Director since September 2021 |
| Board structure | Chairman: Paul E. Raether; CEO role separate (Dale Asplund). Lead independent director not disclosed |
Fixed Compensation (Non-Employee Director Pay Framework and 2024 Actuals)
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $80,000 (non-employee directors not affiliated with Sponsor/Investors) |
| Committee member fees | Audit: $10,000; Compensation: $7,500; N&CG: $5,000 |
| Committee chair fees | Audit Chair: $20,000; Compensation Chair: $15,000; N&CG Chair: $10,000 |
| Meeting fees | None; travel/lodging reimbursed |
| Election to stock | Directors may elect 0%/50%/100% of cash retainers in BV stock |
| Mr. Lopez – FY2024 cash fees | $97,500 (consistent with $80,000 base + $10,000 Audit + $7,500 Comp) |
| Mr. Lopez – Equity grant (fair value) | $120,000 in RSUs (standard annual director grant) |
| Mr. Lopez – Total FY2024 director comp | $217,500 |
Performance Compensation (Equity; terms and alignment)
| Item | Detail |
|---|---|
| Annual RSU grant | $120,000 fair value; vests 100% on the business day immediately preceding the next annual meeting or upon change in control |
| Unvested RSUs outstanding (9/30/2024) | 13,812 RSUs for each non-employee director (includes Mr. Lopez) |
| Cash retainer election | Mr. Lopez elected all or a portion of cash fees in stock (alignment signal) |
| Hedging/pledging | Hedging prohibited; pledging requires pre-notification for directors/Section 16 officers |
| Clawback | Company-wide clawback plus NYSE/SEC Rule 10D‑1 compliant policy (effective Oct 2, 2023) |
Other Directorships & Interlocks
| Company/Entity | Role | Committee Roles | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Ryder System, Inc. | EVP & CHRO (executive) | — | No BV related-party transaction disclosed involving Mr. Lopez; Board affirms independence |
| FIU Foundation | Director | — | Non-profit; no BV conflict disclosed |
| BV Compensation Committee | Member | With One Rock designee (Josh Goldman) and Sponsor-affiliated director (Paul E. Raether) | All committee members are independent under NYSE/SEC rules; investor designees serve pursuant to rights in Investment Agreement |
Expertise & Qualifications
- Human capital and CHRO domain expertise, including global HR operations, talent, DEI, and labor relations from Ryder leadership roles .
- Legal background (J.D.; global labor and employment counsel), useful for governance, compliance, and compensation oversight .
- Audit Committee financial expert: Board determined all Audit Committee members (including Mr. Lopez) qualify as “audit committee financial experts” and are financially literate .
- Risk oversight exposure via Audit Committee remit (internal controls, auditor independence, ERM, cybersecurity oversight) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Common) | 62,064 shares (as of Dec 31, 2024) |
| Ownership as % of outstanding | Less than 1% |
| Options exercisable within 60 days | 0 for Mr. Lopez |
| Shares pledged | Not disclosed as pledged; hedging prohibited; pledging requires notification |
| Director ownership guidelines | 5× annual cash retainer; 5-year compliance window; must retain 30% of net shares after meeting guideline |
| Compliance status | Not disclosed in proxy |
Governance Assessment
-
Strengths
- Independent director; also independent for Audit Committee; qualifies as “audit committee financial expert” .
- High engagement: BV reports no director fell below 75% attendance; all directors attended the annual meeting .
- Alignment: Takes all/portion of cash fees in stock; receives standard annual RSU grant; subject to 5× retainer ownership guideline and retention requirements .
- Robust risk/controls context: Audit remit includes internal controls, auditor oversight, ERM, and cybersecurity; strong insider trading and anti-hedging policy; clawback policy in place .
- Say-on-Pay support: BV’s last Say-on-Pay (2019 cycle; voted in 2022) received ~96% approval, signaling investor support for compensation framework monitored by the Compensation Committee (of which Lopez is a member) .
-
Watch items / potential risks
- Investor influence context: One Rock holds Series A preferred with governance rights (including committee designees) and KKR maintains nomination rights; Comp Committee includes an investor designee and Sponsor-affiliated director, which can concentrate influence despite independence determinations .
- Related-party ecosystem: KKR Capital Markets received fees in FY2024 for financing and a secondary offering; while not involving Mr. Lopez, continued monitoring for any perceived conflicts is prudent .
- Compliance with director ownership guideline for Mr. Lopez not disclosed; monitor progress toward 5× retainer requirement .
No related-party transactions involving Mr. Lopez are identified in the “Transactions with Related Persons” section of the proxy; indemnification agreements are standard for directors, and no pending material litigation seeking indemnification for directors/officers is disclosed .
Appendix: Committee Roster and Attendance Context
- Audit Committee: Jane Okun Bomba (Chair), James R. Abrahamson, Frank Lopez — all financially literate and “audit committee financial experts” .
- Compensation Committee: Mara Swan (Chair), Josh Goldman, Frank Lopez, Paul E. Raether .
- Meetings FY2024: Board (5), Audit (6), Compensation (5), N&CG (4); ≥75% attendance for all directors .