James Abrahamson
BrightView HoldingsAbout James R. Abrahamson
James R. Abrahamson, age 69, has served on BrightView’s board since August 2015 and was interim President & CEO from June 1, 2023 to September 30, 2023. He is currently independent Board Chair of VICI Properties (NYSE: VICI) and previously served on public boards at CorePoint Lodging (NYSE: CPLG), LaQuinta Holdings (NYSE: LQ), and as an executive director at InterContinental Hotels Group (LON: IHG). He holds a Business Administration degree from the University of Minnesota and brings extensive hospitality, real estate, and large-scale services leadership experience . The Board affirmed his independence under NYSE rules and Rule 10A‑3, specifically considering his short interim CEO tenure and compensation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Interstate Hotels & Resorts | CEO; later Chairman & CEO; then Board Chair | CEO 2011–Mar 2017; named Chairman & CEO Oct 2016; Board Chair Mar 2017–Oct 2019 | Led a global hotel management company (~500 hotels); oversaw sale to Aimbridge Hospitality |
| InterContinental Hotels Group | Senior leadership roles; executive director of board | Exec director 2010–2011 | Global operating leadership in hospitality |
| Hyatt, Marcus, Hilton | Senior leadership roles | Prior to 2011 | Multi-brand operating and management experience |
| Industry associations (AHLA, U.S. Travel, Marriott owners’ org.) | Board Chair / President | AHLA 2015–2016; U.S. Travel 2013–2014; Marriott owners’ org. President 2017–2018 | Sector-wide governance and risk/operations oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| VICI Properties, Inc. (NYSE: VICI) | Independent Board Chair | Since Oct 2017; IPO Feb 2018 | Experiential REIT governance leadership |
| CorePoint Lodging Inc. (NYSE: CPLG) | Independent Director | May 2018–Feb 2022 | Board through sale to Highgate |
| LaQuinta Holdings (NYSE: LQ) | Independent Director | 2015–2018 | Board through sale to Wyndham Hotels & Resorts |
| InterContinental Hotels Group (LON: IHG) | Executive Director | 2010–2011 | FTSE-listed hospitality board experience |
Board Governance
- Committees: Audit Committee member; Nominating & Corporate Governance (N&CG) Committee Chair .
- Independence: Determined independent under NYSE and SEC Rule 10A‑3; Board specifically assessed interim CEO service and affirmed independence .
- Audit Committee credentials: Board determined each Audit Committee member (including Abrahamson) is “financially literate” and an “audit committee financial expert”; committee oversees financial reporting, internal controls, auditor independence, ERM (including cybersecurity), and related-party review procedures .
- Attendance/engagement: FY2024 Board met 5 times; Audit 6; Compensation 5; N&CG 4; no director attended fewer than 75% of aggregate meetings; all directors attended the last annual meeting .
- Structural influences: One Rock Investors may designate one director to each committee (currently Goldman to Compensation; Barker to N&CG) while committees remain independent under NYSE/SEC rules .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $97,500 | Annual retainer plus committee fees; no meeting fees |
| Annual Cash Retainer (policy) | $80,000 | Non-employee director retainer (policy) |
| Committee Chair Fees (policy) | $20,000 (Audit); $15,000 (Comp); $10,000 (N&CG) | Paid if chair is a Non-Employee Director (policy) |
| Committee Member Fees (policy) | $10,000 (Audit); $7,500 (Comp); $5,000 (N&CG) | Additional annual retainer (policy) |
| Meeting Fees | $0 | No per-meeting fees; travel reimbursed |
| Stock Ownership Guidelines | 5x annual cash retainer | Expected within 5 years; retain 30% of net shares once achieved |
Performance Compensation
| Equity Element | FY 2024 Detail | Vesting Terms |
|---|---|---|
| Annual RSU grant (value) | $120,000 | Vests 100% on the business day immediately preceding the next annual meeting or upon change in control |
| Unvested RSUs outstanding (as of 9/30/2024) | 13,812 units | Directors’ outstanding RSUs balance; same vest schedule |
Equity awards are time-based for directors and intended to align interests; BrightView prohibits hedging and requires notice before any pledging by directors and Section 16 officers .
Other Directorships & Interlocks
| Company | Relationship to BV | Potential Interlock/Conflict |
|---|---|---|
| VICI Properties, CorePoint Lodging, LaQuinta, IHG | Unrelated industries (REITs/hospitality) vs. BV’s commercial landscaping | No related-party transactions disclosed with Abrahamson or these entities |
| Committee designees by Investors (One Rock) | Barker on N&CG (member under Abrahamson’s chair); Goldman on Compensation | Structural rights disclosed; committees remain independent under NYSE/SEC rules |
Expertise & Qualifications
- Executive management and risk management expertise; extensive public and private board service; deep hospitality, real estate, and service industry background; large employer operational insights .
- Audit committee financial expertise and financial literacy designation by Board .
- Education: Business Administration, University of Minnesota .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Outstanding | Options Exercisable ≤60 days |
|---|---|---|---|
| James R. Abrahamson | 256,076 | <1% | 0 |
- Ownership computation based on 95,490,008 common shares and 500,000 preferred shares convertible into 54,241,750 common (total basis 149,731,758) as of 12/31/2024 .
- Hedging prohibited; pledging requires prior notice; no pledging by Abrahamson disclosed .
Signals from Shareholder Voting
| Director | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| James R. Abrahamson | 116,329,780 | 22,377,745 | 4,639,069 |
| Comparative (selected nominees) | Asplund 137,899,814 | 807,711 | 4,639,069 |
| Okun Bomba 137,517,181 | 1,190,344 | 4,639,069 |
- Abrahamson received materially fewer “For” votes than other nominees, a potential engagement signal to monitor in future years .
Governance Assessment
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Strengths: Independent status reaffirmed despite interim CEO service; chairs N&CG and serves on Audit (with audit financial expert designation); strong attendance; time-based RSUs and robust director ownership policy enhance alignment .
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Watch items / potential red flags:
- Vote support below peers in 2025 (could reflect investor scrutiny of governance or prior interim CEO role) .
- Investor (One Rock) structural rights to designate committee members and directors—while compliant and independent, it concentrates influence; continued oversight warranted .
- No related-party transactions involving Abrahamson disclosed; BV does engage KKR Capital Markets for financing/underwriting (KKR-affiliated), but Abrahamson is not the KKR designee; oversight sits with Audit Committee .
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Compensation alignment: FY2024 director pay mix shows balanced cash ($97.5k) and equity ($120k) with vesting tied to annual meeting, consistent with peer practices; guidelines (5x retainer) support long-term alignment .
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Independence and risk oversight: Active involvement in audit and governance committees, including cybersecurity and ERM oversight, supports board effectiveness in financial and non-financial risks .