Mara Swan
BrightView HoldingsAbout Mara Swan
Mara Swan, 65, has served on BrightView’s Board since April 2019 and is an independent director. She is President of Acceleration, LLC (since Oct 2020), advising on human capital strategy, DE&I, compensation, productivity, and performance. Swan retired in March 2020 as EVP, Global Strategy & Talent at ManpowerGroup (NYSE: MAN), and previously served as Chief Human Resources Officer at Molson Coors Beverage Company. She also serves on the GOJO Industries board (Chair of Compensation Committee since 2011) and joined the ULINE board in July 2020 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ManpowerGroup (NYSE: MAN) | EVP, Global Strategy & Talent | 2009–Mar 2020 | Led corporate strategy, marketing, HR, thought leadership, PR/communications, risk management, ESG; assumed global leadership for Right Management brand, driving growth and profitability |
| Molson Coors Beverage Company | Chief Human Resources Officer | Prior to 2009 (date not specified) | Senior HR leadership at public company |
| Center on Executive Compensation | Executive Chair | Prior (date not specified) | Executive compensation policy leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Acceleration, LLC | President | Oct 2020–Present | Advises on human capital strategy, DE&I, compensation, workforce productivity/performance |
| GOJO Industries (PURELL) | Director; Chair, Compensation Committee | Since 2011 | Chair of compensation committee since 2011 |
| ULINE | Director | Since July 2020 | Board member of private distributor |
| Center on Executive Compensation | Executive Chair | Prior (date not specified) | Executive comp advocacy/oversight |
Board Governance
- Committee assignments: Chair, Compensation Committee; current Compensation Committee members are Swan (Chair), Josh Goldman, Frank Lopez, and Paul E. Raether .
- Independence: The Board determined Swan is independent under company guidelines and all applicable NYSE rules; all members of the Audit, Compensation, and N&CG Committees are independent under applicable SEC and NYSE rules .
- Attendance and engagement: In FY2024 the Board met 5x; Audit 6x; Compensation 5x; N&CG 4x. No director attended <75% of aggregate Board and committee meetings; all directors attended the last annual meeting .
- Board structure: Separate Chair (Paul E. Raether) and CEO (Dale A. Asplund) roles .
- Investor designation rights: Investors may designate one director to each committee (subject to independence rules); Goldman designated to Compensation; Barker to N&CG .
Fixed Compensation
| Component | Policy Amount (Non-Employee Directors) | Swan FY2024 Actual |
|---|---|---|
| Annual cash retainer | $80,000 | $80,000 (within “Fees Earned or Paid in Cash”) |
| Committee Chair fee – Compensation Committee | $15,000 | $15,000 (Comp Chair) |
| Committee membership fees | Comp member: $7,500; Audit: $10,000; N&CG: $5,000 | $0 (no other committee assignments disclosed) |
| Meeting fees | None | None |
| Cash retainer election | Option to take 0%, 50%, or 100% in fully-vested stock | Swan elected to take all or a portion in stock |
- Director pay mix, FY2024 (Swan): Cash $95,000; Equity $120,000; Total $215,000 (≈44% cash / 56% equity) .
Performance Compensation
| Equity Award | Grant Practice | Grant Date FV | Vesting | Notes |
|---|---|---|---|---|
| Annual RSUs (Non-Employee Directors) | Annual grant based on 30-day avg price pre-grant | $120,000 | 100% on the business day immediately preceding the next annual meeting or upon change in control | Unvested RSUs forfeited upon earlier termination; as of 9/30/24, each Non-Employee Director had 13,812 unvested RSUs |
- No performance metrics apply to director RSUs (time-based). For context (as Comp Chair), the most important FY2024 NEO performance measures were Adjusted EBITDA, EBITDA Margin, and Organic Revenue Growth .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| External boards | GOJO Industries (Comp Chair since 2011), ULINE (since July 2020) |
| Committee interlocks/Influence | Investors have the right to designate one director to each committee (e.g., Goldman to Compensation; Barker to N&CG), which may influence committee deliberations even as members are deemed independent |
| Related-party exposure (company-level) | In May 2024, KKR Capital Markets LLC arranged BV’s refinancing ($0.45m fees) and underwrote part of a secondary offering ($1.77m in discounts/commissions); KKR affiliate director Paul E. Raether sits on the Compensation Committee; KCM fees were <1% of KKR total revenue for FY2023 |
Expertise & Qualifications
- The Board cites Swan’s operations, risk management, executive leadership, extensive HR/compensation background, and governance experience as key qualifications .
- Career highlights include leading strategy, HR, risk, ESG, and brand P&L responsibility at ManpowerGroup, and CHRO experience at Molson Coors .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Common Stock) | 96,738 shares (<1% of outstanding) |
| Unvested director RSUs outstanding (as of 9/30/24) | 13,812 RSUs (each Non-Employee Director) |
| Ownership guidelines | 5x annual cash retainer; expected compliance within 5 years of later of Mar 13, 2019 or appointment; retain 30% of net shares until retirement |
| Hedging/Pledging policy | Hedging prohibited; directors/Section 16 officers must notify CLO prior to pledging |
Governance Assessment
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Strengths
- Independent director and active governance role as Compensation Committee Chair; Compensation Committee report signed by Swan, indicating substantive engagement .
- Strong attendance culture (no director under 75%; all directors attended last annual meeting) .
- Pay alignment and ownership: director pay emphasizes equity (Swan: $120k RSUs vs $95k cash), with robust ownership guidelines; Swan elected to receive all or part of cash in stock, improving alignment .
- Investor support for pay program: Say-on-Pay approval ~96% in 2022, signaling broad investor confidence in compensation oversight (contextual to her committee) .
-
Watch items / potential conflicts
- Investor-designated directors serve on committees (including Compensation), which may introduce perceived influence dynamics even with independence determinations; Swan as Chair provides counterbalance, but this warrants monitoring during sensitive pay/CEO evaluation decisions .
- KKR affiliate transactions (KCM fees for refinancing and secondary offering) intersect with a KKR-affiliated director on the Compensation Committee; amounts were modest relative to KKR revenue and disclosed under related-party policies, but remain a governance consideration .
- Pledging not outright banned (notification required); some investors prefer strict prohibitions—policy design may be scrutinized despite hedging prohibition .
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Overall view
- Swan brings deep HR/compensation and governance expertise with demonstrated committee leadership and equity-aligned director pay. Attendance and independence determinations are solid; potential investor-designee influence and related-party touchpoints are disclosed and should be monitored by investors for any adverse governance signal .