Josh Goldman
BrightView HoldingsAbout Josh Goldman
Josh Goldman, 42, is an independent director of BrightView Holdings, Inc. (BV), serving since August 2023. He is a Partner at One Rock Capital Partners and previously held roles at Ripplewood Holdings (Associate) and UBS Investment Bank (Analyst, Global Technology and Financial Sponsors & Leveraged Finance). He holds a B.B.A. from the University of Michigan (Ross) and an M.B.A. with Dean’s Honors and Distinction from Columbia Business School .
Past Roles
| Organization | Role | Tenure (years) | Committees/Impact |
|---|---|---|---|
| One Rock Capital Partners | Partner | Not disclosed | Investment/operational oversight of portfolio companies |
| Ripplewood Holdings | Associate | Not disclosed | Oversight of telecom and industrials portfolio companies |
| UBS Investment Bank | Analyst (Global Technology; Financial Sponsors & Leveraged Finance) | Not disclosed | Transaction execution support |
External Roles
| Company/Institution | Role | Public/Private | Committees |
|---|---|---|---|
| None disclosed in proxy | — | — | — |
Board Governance
- Independence: Board determined Goldman is independent under NYSE rules; BV’s Board comprises a majority independent directors and all Audit, Compensation, and N&CG Committee members are independent .
- Committees: Member, Compensation Committee; Investors designated him to this committee per Investment Agreement rights .
- Attendance: FY2024 Board held 5 meetings; Compensation Committee 5. No director attended fewer than 75% of Board and committee meetings; all directors at last annual meeting attended .
- Board structure: Separate Chair (Paul E. Raether) and CEO (Dale A. Asplund); executive sessions of independent/non-management directors are regularly scheduled .
Fixed Compensation
| Component (FY2024) | Amount |
|---|---|
| Annual cash retainer | $0 (Investor designee) |
| Committee membership fees | $0 |
| Committee chair fees | $0 |
| Meeting fees | $0 |
| Equity (annual director RSUs) | $0 |
Context: Non-Employee Directors not associated with Sponsor or Investors receive $80,000 cash retainer plus RSUs valued at $120,000, and committee retainers (Audit $10k; Compensation $7.5k; N&CG $5k); chairs receive incremental retainers. Goldman, as an Investor designee, received no compensation .
Performance Compensation
| Metric/Plan | Disclosure |
|---|---|
| Director performance-based compensation | None disclosed; Investor designees receive no director grants |
Other Directorships & Interlocks
| Entity | Role/Designation | Interlock/Arrangement | Governance Implication |
|---|---|---|---|
| BrightView Holdings | Director (Investor designee) | Investors (One Rock affiliates: Birch Equity Holdings LP; Birch-OR Equity Holdings LLC) hold Series A Preferred; right to designate two directors and one director to each committee (subject to independence rules) | Enhanced investor influence on board/committees; rights fall away at 60%/20% ownership thresholds |
| BrightView Holdings | Compensation Committee member | Investors designated Goldman to Compensation Committee | Direct influence over executive pay and equity plans |
Expertise & Qualifications
- Finance and investing: Significant financial, investment, and operational experience via One Rock; active oversight of multiple portfolio companies .
- Transactional background: Prior leveraged finance and technology coverage at UBS; portfolio oversight at Ripplewood .
- Education: B.B.A. (Michigan Ross) and M.B.A. (Columbia, Dean’s Honors & Distinction) .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 0 (— in proxy table) |
| Ownership as % of shares outstanding | <1% (asterisk denotes less than one percent) |
| Options exercisable within 60 days | 0 (not listed in footnote (1) summary) |
| RSUs/PRSUs (director awards) | None (Investor designees received no compensation/grants in FY2024) |
| Hedging/Pledging | Hedging prohibited; pledging requires prior notice to Chief Legal Officer |
| Director stock ownership guidelines | Non-Employee Directors must hold 5x annual cash retainer; retention of 30% of net shares after compliance. Applicability to Investor designees not specified . |
Insider Trades
| Date | Form | Security | Transaction | Quantity | Price | Remarks |
|---|---|---|---|---|---|---|
| Not disclosed in proxy | — | — | — | — | — | Proxy lists beneficial ownership but no Form 4 detail for Goldman; table shows 0 shares owned . |
Governance Assessment
-
Strengths:
- Formally independent; Board and all standing committees are independent; separation of Chair/CEO, regular executive sessions .
- No director compensation taken (cash or equity), reducing potential misalignment via board pay for Investor designee .
- Attendance thresholds met; engaged through Compensation Committee membership .
-
Potential conflicts and red flags:
- Investor rights: One Rock’s Series A Preferred includes rights to designate two directors and one director on each committee, separate class vote on those seats, and required voting alignment on auditor ratification and proposals approved by their designees; this concentrates influence and may create conflicts versus common stockholders’ interests (RED FLAG) .
- Capital structure preferences: Preferred stock seniority (7% cumulative dividend; redemption and conversion mechanics) can create divergent incentives in change-of-control or capital allocation decisions (RED FLAG) .
- Beneficial ownership: Goldman personally shows 0 share ownership; while not inherently negative, low personal “skin-in-the-game” may be viewed unfavorably absent other alignment mechanisms .
-
Mitigants:
- Independence determinations upheld under NYSE rules; committee independence maintained; Audit Committee pre-approves related-party transactions; explicit policy on hedging/pledging; whistleblower and code of conduct infrastructure .
Overall signal: Investor-designated governance structure adds expertise and strategic capital but elevates conflict risk; monitoring Compensation Committee decisions, related-party interactions, and any changes to Investor ownership thresholds is prudent for assessing board effectiveness and alignment .