Jonathan Gottsegen
BrightView HoldingsAbout Jonathan Gottsegen
Jonathan M. Gottsegen (age 58) serves as Executive Vice President, Chief Legal Officer and Corporate Secretary of BrightView, a role he has held since January 2016. He oversees legal and compliance programs; board and committee governance; finance and M&A; treasury and corporate transactions; litigation and regulatory matters; commercial contracts; employment compliance; and intellectual property. Prior roles include SVP, General Counsel and Corporate Secretary at United Rentals (Feb 2009–Jan 2016), corporate/securities leadership at The Home Depot and Time Warner, associate at Kaye Scholer, and senior staff attorney at the SEC’s Division of Corporation Finance. He holds a JD from Tulane and a BA from Emory University . Company performance in FY2024: Adjusted EBITDA was $324.7 million (+8.7% YoY) and margin expanded by 110 bps; leverage fell to 2.3x, and revenue grew modestly after unwinding non-core businesses. Cumulative TSR (value of $100) was $138 vs $186 for the Russell 2500 Waste & Disposal Services Index, underscoring margin and FCF improvements but relative TSR lag versus peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Rentals, Inc. | SVP, General Counsel & Corporate Secretary | Feb 2009–Jan 2016 | Led legal function for the largest equipment rental provider; supported governance, transactions, and compliance during major growth . |
| The Home Depot, Inc. | Directed Corporate & Securities Practice Group | Not disclosed | Corporate/securities leadership supporting a large-cap retailer’s financing, disclosure, and governance . |
| Time Warner Inc. | Securities Counsel | Not disclosed | Advised on public company securities law and disclosure . |
| Kaye Scholer (now Arnold & Porter Kaye Scholer) | Associate | Not disclosed | Corporate/securities practice experience . |
| U.S. SEC, Division of Corporation Finance | Senior Staff Attorney | Not disclosed | Reviewed public company filings; regulatory expertise . |
External Roles
- No public company directorships or external governance roles disclosed .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 553,000 | 553,000 | 553,000 |
| Sign-on/Retention Bonus ($) | — | — | 40,000 (cash portion of a 2023 retention award) |
| Non-Equity Incentive Plan ($) | 138,388 | 481,110 | 414,750 |
| All Other Compensation ($) | 35,339 | 41,943 | 32,105 (401k $13,258; exec plans $10,817; travel reimburse ~$8,030) |
| Total ($) | 1,822,730 | 2,497,041 | 1,785,847 |
Performance Compensation
| Component | Metric | Weight | Threshold | Target | Max | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|---|---|---|
| Annual Bonus FY2024 | Adjusted EBITDA ($mm) | 80% | 298.3 | 331.4 | 364.6 | 324.7 | 90% | Snow adjustment mechanism applied; collar +/-10% on $261.2mm snow revenue; actual snow $220.8mm → $3.6mm downward target adjustment . |
| Annual Bonus FY2024 | Strategic Goals (ESG, safety, diversity, client retention) | 20% | Qualitative | Qualitative | Qualitative | Above target | 140% | Committee assessment; diversity and client retention above target . |
| Final Annual Bonus Achievement | Combined | 100% | — | — | — | — | 100% | Jonathan’s FY2024 paid bonus: $414,750 . |
| PRSUs FY2024 Grant | Three-Year Avg EBITDA Margin | 50% | 0–200% range | Target-based | Max 200% | Ongoing | Ongoing | 3-year performance period (FY2024–FY2026); vest at end of FY2026 . |
| PRSUs FY2024 Grant | Land Organic Revenue CAGR | 50% | 0–200% range | Target-based | Max 200% | Ongoing | Ongoing | Excludes M&A growth first 12 months; committee may adjust for unusual items . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 640,334 shares; less than 1% of common outstanding . |
| Options Exercisable (within 60 days) | 346,990 shares included in beneficial ownership . |
| Ownership Guidelines | 3x base salary for NEOs; 100% net shares retained until guideline met; options not counted until exercised . |
| Hedging/Pledging Policy | Hedging prohibited; directors and Section 16 officers must notify CLO prior to pledging company securities . |
| Clawback | NYSE/SEC Rule 10D-1 compliant clawback adopted Oct 2, 2023 (3-year lookback for material restatements); broader conduct-detrimental clawback via Code of Conduct . |
Outstanding awards at FY2024 end (market values assume $15.74/share):
- Unvested RSUs: 44,303 ($697,329) + 37,400 ($588,676) + 12,463 ($196,168) + 51,805 ($815,411) = 145,971 RSUs ($2,297,584) .
- Target PRSUs: 49,866 ($784,891) + 51,805 ($815,411) = 101,671 PRSUs ($1,600,302) .
Employment Terms
- Agreement: EVP, Chief Legal Officer & Corporate Secretary; base salary $553,000; target bonus increased to 75% starting FY2023; travel expense reimbursement to HQ per agreement .
- Severance (Qualifying Termination: without cause/for good reason): 12 months base salary; prorated bonus based on actual performance; company-paid portion of COBRA for up to 18 months; outplacement up to $7,500; post-CoC additional severance equal to target annual bonus paid over 12 months; subject to release and restrictive covenants .
- Restrictive Covenants: 1-year non-compete; 1-year customer and employee non-solicit; perpetual confidentiality; non-disparagement .
- Change-in-Control Vesting: Pre-FY2023 awards single-trigger; FY2023+ awards double-trigger if assumed/replaced; PRSUs vest on greater of target or actual measured through CoC if not assumed/replaced .
- Legacy IPO “Top-Up Options”: Exercise price $22.00; time- and performance-vesting aligned to pre-IPO Class B units; performance vesting tied to KKR IRR≥25% and MOIC≥2.5x upon Realization Event; original annual EBITDA goals through FY2022 not achieved, awards remain eligible upon Realization Event .
Compensation Structure Notes
- FY2024 equity: RSUs and PRSUs only (no options); annual award mix 50% RSUs / 50% PRSUs to increase performance linkage; RSUs vest 25% per year for four years; PRSUs have FY2024–FY2026 performance window .
- Retention Awards (granted June 1, 2023): $250,000 aggregate for Gottsegen; 32% cash and 68% RSUs; cash portion vested June 1, 2024; remaining RSUs vest December 1, 2024 .
- Annual Bonus Metrics Change: Free cash flow removed for FY2024; Adjusted EBITDA used with snow revenue collar to isolate operational performance .
- Peer Group (14 companies): ABM Industries; Clean Harbors; Comfort Systems USA; Dycom Industries; 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) .
Equity Award Grants (FY2024)
| Grant Type | Grant Date | Shares/Units | Key Terms |
|---|---|---|---|
| Annual RSUs | Nov 17, 2023 | 51,805 | Vest 25% annually over 4 years . |
| Annual PRSUs (Target) | Nov 17, 2023 | 51,805 | Three-Year Avg EBITDA Margin and Land Organic Revenue CAGR; vest at end of FY2026; 0–200% payout . |
Equity Vesting & Potential Selling Pressure
- Upcoming RSU vest tranches typically occur annually on grant anniversaries (e.g., 11/17), along with legacy 9/29/2022 RSUs vesting in full on 9/29/2025; retention RSUs scheduled to vest Dec 1, 2024 (second tranche). These scheduled vestings could create routine Form 4 transactions around vest dates and open windows if net shares are withheld for taxes .
Performance & Track Record
- FY2024 results: Adjusted EBITDA $324.7m (+8.7% YoY), margin +110 bps, leverage ratio 2.3x; customer retention +200 bps; SG&A down $37m; development services revenue +6.7% with margins +220 bps .
- Say-on-Pay: 96% approval at March 2022 meeting; company recommends triennial frequency and continues investor engagement .
Risk Indicators & Red Flags
- Hedging banned; pledging requires prior notification to CLO (monitor for any disclosed pledges—none disclosed) .
- No excise tax gross-ups; no options re-pricing; double-trigger design adopted for equity in FY2023+ .
- Related party transactions: Detailed governance around One Rock’s Series A Preferred and KKR relationships; committee oversight for related transactions; independence determinations documented .
Investment Implications
- Pay-for-performance alignment is tightening: shift to PRSUs linked to margin and organic growth improves incentive quality; annual bonus uses Adjusted EBITDA with weather normalization, aligning to operational execution .
- Retention risk appears contained: one-year non-compete/non-solicit and severance provide stability; RSU-based vesting schedules create ongoing retention hooks; ownership guideline (3x salary) and net share retention promote alignment .
- Potential near-term selling pressure likely routine: RSU vesting tranches and tax withholding can drive periodic Form 4 activity around vest dates; no pledging disclosed, and hedging is prohibited, reducing misalignment risk .
- Governance overlay from One Rock/KKR requires monitoring: preferred stock voting/designation rights and legacy Top-Up performance options tied to KKR IRR/MOIC create change-of-control sensitivities; not directly impacting Gottsegen’s cash comp but relevant for equity outcomes .