Michael Dozier
BrightView HoldingsAbout Michael Dozier
Michael J. Dozier, age 63, is Executive Vice President and Chief Commercial Officer of BrightView Holdings, Inc. (BV) since February 2024, responsible for revenue generation, business growth and profitability; he joined BrightView in 2000 and previously led Evergreen (Maintenance Services) and held multiple operating roles . He holds a B.S. in Ornamental Horticulture and an M.S. in Plant and Biological Science from Southern Illinois University . Company performance in FY2024 delivered Adjusted EBITDA of $324.7M (+8.7% YoY) and 110 bps margin expansion, with improved customer retention (+200 bps) and leverage reduced to 2.3x; revenue increased modestly after excluding non-core unwinds, demonstrating progress on “One BrightView” initiatives and operational excellence . Say‑on‑pay last voted in 2022 received ~96% approval, and the Board recommends a three‑year frequency for future votes, aligning pay design with long-term value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BrightView (Evergreen/Maintenance Services) | President, Evergreen (Maintenance Services) | Not disclosed | Led maintenance services business, contributing to growth and profitability focus |
| BrightView | Senior Vice President | 2008–2018 | Senior leadership roles supporting regional operations and growth |
| BrightView | Regional Manager | Not disclosed | Regional operational leadership |
| BrightView | Senior Branch Manager | Not disclosed | Branch-level execution and customer service |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ServiceMaster Management Services Group | Management services roles (title not specified) | Not disclosed | Experience in scaled services (pest control, restoration, cleaning) relevant to commercial landscaping operations |
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base Salary ($) | $425,000 |
| Target Bonus (%) | 85% of base |
| Actual Bonus Paid ($) | $361,250 |
Performance Compensation
Annual Bonus Plan Design and Outcomes (FY 2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($MM) | 80% | $298.3 | $331.4 | $364.6 | $324.7 | 90% |
| Strategic Goals (ESG, safety, diversity, client retention) | 20% | Qualitative | Qualitative | Qualitative | Above target (diversity, retention) | 140% |
| Final Achievement Factor | 100% | — | — | — | — | 100% |
Notes:
- Snow revenue adjustment collar set at $235.1–$287.3M; actual snow revenue $220.8M → $3.6M downward adjustment to Adjusted EBITDA targets to isolate operational performance .
Long-Term Equity Awards (Granted Nov 17, 2023; performance period FY2024–FY2026)
| Grant Type | Shares (#) | Vesting / Performance | Key Performance Metrics |
|---|---|---|---|
| Time-Vesting RSUs | 35,416 | 25% per year over 4 years | N/A |
| PRSUs (target) | 35,416 | 0–200% vesting at end of FY2026, equally weighted | Three-Year Average EBITDA Margin (Adjusted, snow-mechanism applied) and Land Organic Revenue CAGR (organic only; excludes acquisitions for 12 months) |
Additional equity: Retention RSUs granted 6/1/2023, 12,463 units (50% vested on 6/1/2024 and 12/1/2024) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 496,704 (less than 1% of shares outstanding) |
| RSUs Unvested (selected grants) | 31,645 (9/29/2022); 25,568 (11/18/2022); 12,463 (6/1/2023); 35,416 (11/17/2023) |
| PRSUs Outstanding (target) | 34,090 (11/18/2022); 35,416 (11/17/2023) |
| Options – Exercisable | 55,954 (6/27/2018, $22.00); 36,630 (11/28/2018, $13.49); 26,787 (11/22/2019, $16.89); 23,918 (11/19/2020, $13.78); 17,974 (11/18/2021, $15.04) |
| Options – Unexercisable | 7,973 (11/19/2020); 17,974 (11/18/2021) |
| Ownership Guidelines | NEOs must hold 3x base salary; 100% net shares retention until met |
| Hedging/Pledging | Hedging prohibited; pledging by Section 16 officers requires prior notice; no pledges disclosed for Dozier |
| In-the-money context | Company uses $15.74 price for termination value calculations; options at $22.00 would be out-of-the-money at that price; lower-strike options have modest intrinsic value under that methodology |
Employment Terms
| Term | Detail |
|---|---|
| Current Role Start | Executive VP & Chief Commercial Officer since February 2024 |
| Employment Agreement | At-will with standard terms (salary, bonus, benefits) |
| Target Bonus | 60% historically; increased to 85% for FY2024 |
| Non-Compete | 1 year post-termination (any reason) |
| Non-Solicit (customers/employees) | 1 year post-termination (any reason) |
| Severance (Qualifying Termination: without cause or for good reason) | 1x base salary over 12 months; pro-rated annual bonus based on actual performance; COBRA at active rates for up to 18 months; outplacement up to $7,500; release/covenant compliance required |
| Change-of-Control Severance | Additional payment equal to target annual bonus (paid over 12 months) if terminated within 1 year post-CoC |
| Equity Treatment (post-FY2022 awards) | Double-trigger vesting if awards assumed/replaced; single-trigger only if not assumed/replaced; PRSUs vest on greater of target or actual performance through CoC |
Potential Payments to Michael Dozier (as of 9/30/2024 illustrative)
| Scenario | Cash Severance ($) | COBRA Continuation ($) | Outplacement ($) | Equity Acceleration Value ($) | Total ($) |
|---|---|---|---|---|---|
| Death or Disability | 362,414 | — | — | 1,639,935 | 2,002,349 |
| Involuntary Termination (without Cause or with Good Reason) | 786,250 | 17,126 | 7,500 | 196,168 | 1,007,044 |
| Change of Control (termination within 1 year) | 1,147,500 | 17,126 | 7,500 | 2,969,354 | 4,141,480 |
Notes:
- Equity acceleration values based on $15.74 closing price on 9/30/2024; PRSUs assumed at target; CoC performance-vesting tied to KKR IRR/MOIC thresholds; illustration assumes those thresholds not met .
Compensation Structure Analysis
- Mix shift to RSUs/PRSUs over options in FY2024 improves pay-for-performance alignment and retention; no stock options granted in FY2024, consistent with design changes toward performance shares and time-based RSUs .
- Annual bonus relies primarily on Adjusted EBITDA (80%) with strategic goals (20%); snow-revenue adjustment collar reduces weather-driven volatility in payout outcomes, avoiding windfalls or penalties .
- Policies prohibit hedging and re-pricing of underwater options without shareholder approval; no excise tax gross-ups for CoC, aligning with shareholder-friendly practices .
Say‑on‑Pay & Peer Group
- Say‑on‑pay approval ~96% in March 2022; Board recommends three‑year vote frequency to align with long-term plans .
- Peer group includes ABM, Clean Harbors, Comfort Systems USA, Dycom, FirstService, SiteOne, Stericycle, Tetra Tech, UniFirst and others; target pay calibrated to market median .
Risk Indicators & Red Flags
- Hedging prohibited; pledging requires prior notice; no hedging/pledging by Dozier disclosed .
- Equity award design moved to double‑trigger vesting post-FY2022, reducing single‑trigger risks at CoC .
- No option re-pricing; no tax gross‑ups; clawback policy in place under SEC Rule 10D‑1 and enhanced Code of Conduct clawbacks for detrimental conduct .
Investment Implications
- Alignment: Significant unvested RSUs/PRSUs and policy-driven ownership requirements (3x salary) suggest strong retention and alignment; vesting cadence over four years could create periodic supply but hedging is prohibited and pledging controlled .
- Performance levers: PRSU metrics (EBITDA margin and land organic revenue CAGR) directly tie equity outcomes to profitable organic growth; FY2024 bonuses applied an Adjusted EBITDA focus with ESG/client retention overlays, supporting operational discipline .
- Retention/CoC economics: Standard 1x salary severance and additional target bonus on CoC termination, with double‑trigger vesting for equity, balance retention with market norms; termination values indicate meaningful equity sensitivity to share price and performance .
- Execution track record: FY2024 company outcomes (EBITDA growth, margin expansion, deleveraging, retention gains) underpin strategy during Dozier’s tenure as CCO; sustainability and operational initiatives described by management may continue to support margins and FCF generation .