Kurt Barker

About Kurt Barker

Kurt Barker, 64, is an independent director at BrightView Holdings, Inc. (BV) serving since August 2023. He is an Operating Partner in One Rock Capital Partners’ Business and Environmental Services vertical and was a co-founder of United Rentals, holding multiple regional VP roles (1997–2007) and later Executive Vice President of Corporate Services (2007–2008). He is elected separately by holders of BV’s Series A Preferred Stock pursuant to the 2023 Investment Agreement and currently serves on BV’s Nominating & Corporate Governance (N&CG) Committee .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Barker is independent under NYSE and BV Guidelines .
• Election mechanics: Barker is one of two “One Rock Designees” elected solely by holders of Series A Preferred Stock; in 2025, he was elected with 500,000 votes for, 0 withheld .
• Committee assignments: Member, N&CG Committee; Investors designated Barker to N&CG per Investment Agreement; N&CG chaired by James R. Abrahamson .
• Attendance: In fiscal 2024, no director attended fewer than 75% of Board and committee meetings; Board met 5 times, N&CG 4 times .
• Executive sessions: Independent/non-management director executive sessions are regularly scheduled .
• Hedging/pledging: Company policy prohibits hedging; pledging requires pre-notification for directors and Section 16 officers .

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Operating executive depth in fleet, supply chain, IT, customer service; co-founder pedigree at United Rentals aligns with BV’s services footprint .
• Private equity operating partner experience in business and environmental services verticals .
• Governance experience via external public-company directorship .

Equity Ownership

Say-on-Pay & Shareholder Feedback

• 2025 outcomes: Say-on-Pay approved (For: 136,005,367; Against: 2,606,791; Abstain: 95,367; Broker non-votes: 4,639,069). Frequency vote favored “three years” (3 years: 96,032,663; 1 year: 42,264,109; 2 years: 408,827; Abstain: 1,926; Broker non-votes: 4,639,069) .
• Historical: 2022 Say-on-Pay approval was approximately 96% of votes cast, indicating strong support for compensation framework .

Compensation Committee Analysis

• Composition: Mara Swan (Chair), Josh Goldman (Investor designee), Frank Lopez, Paul E. Raether .
• Independent consultant: Pearl Meyer engaged; Compensation Committee determined independence and no conflicts of interest .
• Committee authority includes approving CEO/executive pay, equity plans, and D&I program oversight .

Related Party Transactions & Governance Controls

• One Rock Investment: On Aug 28, 2023, BV issued 500,000 shares of Series A Preferred for $500 million, with 7% cumulative dividends (cash or PIK), initial conversion price $9.44 (105.9322 shares per preferred), and board designation rights tied to ownership thresholds; company redemption option starts Aug 28, 2027 with step-down multiples; change-of-control conversion/redemption mechanics apply .
• Voting obligations: Investors must vote for auditor ratification and in favor of proposals approved by their designees as Board members .
• Committee placement rights: Until Investors lose designation rights, one designee may sit on each committee (Barker on N&CG) .
• KKR transactions: BV engaged KKR Capital Markets for a refinancing and secondary offering; fees paid were de minimis relative to KKR revenue, reviewed under related party policy (contextual governance, though not directly linked to Barker) .

Governance Assessment

• Positives

  • Independent status, regular executive sessions, and strong attendance enhance board effectiveness .
  • Clear committee role (N&CG) and transparent committee charters; Board majority independent and committees fully independent under NYSE/SEC rules .
  • Strong shareholder support for Say-on-Pay and for triennial frequency suggests investor confidence in governance and pay design .

• Risks and potential red flags

  • Investor influence: Separate class election and committee designation rights for One Rock designees may skew board and committee dynamics; vote obligations (in favor of proposals approved by designees) can create perceived alignment risk with the investor rather than pro rata shareholders .
  • Ownership alignment: Barker reported zero beneficial ownership; coupled with no director compensation or RSUs for investor-designated directors, alignment via personal stake may be limited relative to BV’s ownership guidelines for Non-Employee Directors .
  • Future governance transitions: Designee rights fall away at 60% and 20% ownership thresholds; potential midstream board changes could affect continuity and oversight .

Board Governance Details (Reference)