Paul Raether
BrightView HoldingsAbout Paul Raether
Paul E. Raether (age 78) is Chairman of BrightView’s Board and has served as a director since May 2015. He is a Senior Advisory Partner at KKR (joined 1980; General Partner 1986), with extensive finance and portfolio oversight experience; he previously served on the boards of KKR Acquisition Holdings I Corp. (Mar 2021–Dec 2022) and WM111 Corp. (May 2015–May 2017). He holds a B.A. from Trinity College and an MBA from the Tuck School of Business at Dartmouth; he is classified as independent under NYSE and company guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BrightView Holdings, Inc. | Director; Chairman of the Board | May 2015–present | Board leadership; member, Compensation Committee |
| KKR Acquisition Holdings I Corp. | Director | Mar 2021–Dec 2022 | Board service at SPAC affiliated with KKR |
| WM111 Corp. | Director | May 2015–May 2017 | Board service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KKR | Senior Advisory Partner; member of 2 of KKR’s 3 regional Portfolio Management Committees | 1980–present | Portfolio oversight and investment governance |
| Trinity College (Hartford) | Trustee; Chair of Board | 25 years; retired 2014 (Chair last 12 years) | Board leadership in higher education |
| Tuck School of Business (Dartmouth) | Board of Advisors member | Ongoing | Advisory governance |
Board Governance
- Independence: The Board determined Raether is independent under company Corporate Governance Guidelines and NYSE rules .
- Board leadership: BrightView separates CEO and Chair roles; Raether serves as Chair; CEO is Dale Asplund .
- Committee memberships: Raether is a member of the Compensation Committee; not on Audit or Nominating & Corporate Governance (N&CG) .
- Attendance: In FY2024, the Board met 5 times; Compensation Committee met 5 times; no director attended fewer than 75% of applicable Board/committee meetings; all directors present at prior annual meeting .
- Executive sessions: Regularly scheduled meetings of independent/non-management directors .
| Committee | Members | Chair | FY2024 Meetings |
|---|---|---|---|
| Audit | Abrahamson; Okun Bomba; Lopez | Okun Bomba | 6 |
| Compensation | Swan; Goldman; Lopez; Raether | Swan | 5 |
| Nominating & Corporate Governance | Abrahamson; Barker; Cornog | Abrahamson | 4 |
Fixed Compensation (Director)
| Component (FY2024) | Amount |
|---|---|
| Annual cash retainer | $0 (Sponsor nominee; non-employee directors not associated with Sponsor/Investors receive $80,000, but Raether received none) |
| Committee membership fees | $0 |
| Committee chair fees | $0 |
| Meeting fees | $0 (company does not pay meeting fees) |
| Director equity grant (annual RSUs) | $0 (non-employee directors not associated with Sponsor/Investors receive $120,000 RSUs; Raether received none) |
Performance Compensation (Director)
- No performance-based director compensation disclosed for Raether in FY2024 (non-Sponsor non-employee directors receive time-vested RSUs that vest at the next annual meeting) .
| Metric | Plan Design | FY2024 Application to Raether |
|---|---|---|
| Director RSUs | $120,000 RSUs vest at next annual meeting or change in control | Not applicable (received none) |
Other Directorships & Interlocks
- Sponsor affiliation: Raether is a Senior Advisory Partner at KKR, BrightView’s Sponsor; KKR affiliates beneficially owned ~22.1% of common stock as of Dec 31, 2024 .
- Related-party transactions: In FY2024, BrightView engaged KKR Capital Markets LLC as arranger for refinancing ($0.45M fees) and as an underwriter in a secondary offering ($1.77M fees); KKR Corporate Lending LLC previously participated in BV’s revolver .
- Board designation rights: KKR retains limited governance rights under a stockholders agreement (though waived certain rights post One Rock investment); One Rock’s Investors designate two directors and one designee per committee, subject to ownership thresholds .
Expertise & Qualifications
- Finance and investment leadership across numerous portfolio companies (Apple Leisure Group, Beatrice, Duracell, IDEX, RJR Nabisco, Shoppers Drug Mart, etc.) .
- Prior U.S. Navy officer; corporate finance roles at Reynolds Securities and Blyth Eastman Dillon; advanced governance experience through educational boards .
- Education: B.A. Trinity College; MBA Dartmouth Tuck .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Outstanding | Notes |
|---|---|---|---|
| Paul E. Raether | — | <1% | No options within 60 days; listed with “—” holdings |
| KKR-affiliated funds (Sponsor) | 33,133,123 | 22.1% | Sponsor ownership and chain of control entities disclosed |
| One Rock-affiliated Investors (Series A) | 54,241,750 (as-converted) | 36.2% | Convertible preferred ownership; class voting rights |
- Director stock ownership guidelines: Non-employee directors must hold equity equal to 5x the annual cash retainer, with 5 years to comply and 30% net-share retention thereafter; this policy applies broadly to non-employee directors, while Sponsor/Investor nominees receive no director compensation (which complicates application of “5x retainer”) .
Governance Assessment
- Board effectiveness: Separation of Chair/CEO, majority-independent board, and independent Audit/Compensation/N&CG committees support governance quality; Raether classified independent and participates on Compensation Committee .
- Alignment and incentives: Raether received no director cash or equity compensation in FY2024 (as Sponsor nominee), which avoids director pay concerns but results in minimal disclosed “skin-in-the-game” at the individual level (beneficial ownership “—”); alignment operates primarily through Sponsor ownership rather than personal holdings .
- Conflicts/interlocks: Sponsor ties create potential conflicts given KKR’s significant ownership and related-party fees to KKR Capital Markets. The presence of One Rock designees (including on committees) introduces additional influence dynamics. These should be monitored, especially for Compensation Committee decisions where both Sponsor-affiliated and Investor-designee members serve alongside independent directors. RED FLAGS: Related-party fees to KKR entities; committee representation rights for Investors; low personal share ownership by the Chair .
- Independence and engagement: Board explicitly affirmed Raether’s independence despite historical sponsor ties; no attendance issues disclosed; executive sessions held regularly .
Implications for investors: Governance structure (separate Chair/CEO; majority-independent) is a positive, but Sponsor/Investor influence and related-party activities present perceived conflict risks. Monitor committee decisions, particularly pay and capital markets engagements, for third-party validation, competitive bidding, and adherence to related-party review processes via Audit Committee .