William Cornog
BrightView HoldingsAbout William Cornog
William Cornog, 60, has served on BrightView’s Board since May 2022. He spent two decades at KKR Capstone (2002–2022) serving on KKR’s Americas, EMEA, APAC, Infrastructure, TMT Growth Portfolio Management, Investment & Distribution, and Valuation Committees; earlier roles include Senior Vice President and General Manager of Network Services at Williams Communications Group and Partner at The Boston Consulting Group. He holds a B.A. from Stanford University and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KKR Capstone | Portfolio operations executive | 2002–2022 | Member, KKR Americas, EMEA, APAC, Infrastructure, TMT Growth Portfolio Management, Investment & Distribution, and Valuation Committees |
| Williams Communications Group | SVP & GM, Network Services | — | Senior leadership in network services |
| The Boston Consulting Group | Partner | — | Strategy and operations advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Azenta, Inc. (NASDAQ: AZTA) | Director | — | Board service at life sciences tools company |
| LiveWire Group, Inc. (NYSE: LVWR) | Director (since 2022) | 2022– | As disclosed previously: Chair, Audit and Conflicts Committees; member, Human Resources Committee |
| Griffin Highline | Private company board | — | Board member |
| Blue Crow Sports Group | Private company board | — | Board member |
| The Knight Campus, University of Oregon | Philanthropic board | — | Board member |
| Channel Control Merchants (prior disclosure) | Director | — | KKR portfolio company directorship (2024 proxy) |
Board Governance
- Independence: The Board determined Mr. Cornog is independent under NYSE rules and the Company’s Corporate Governance Guidelines .
- Committee assignments: Member, Nominating & Corporate Governance (N&CG) Committee; not on Audit or Compensation Committees .
- Attendance: In FY2024, no director attended fewer than 75% of Board/committee meetings; all directors attended the last annual meeting .
- Executive sessions: Meetings of independent/non‑management directors are regularly scheduled throughout the year .
- Board structure: Chairman (Paul Raether) and CEO (Dale Asplund) roles are separated .
- Nomination rights context: Sponsor (KKR) retains director nomination rights under the Stockholders Agreement; currently two Sponsor‑nominated directors serve (Raether and Cornog). One Rock Investors also have designation rights and currently designate two directors; they place representatives on committees (Barker on N&CG; Goldman on Compensation) .
Fixed Compensation
| Year | Annual Cash/Fees ($) | Equity RSUs Grant-Date Fair Value ($) | Total ($) |
|---|---|---|---|
| FY2024 | 85,000 | 120,000 | 205,000 |
| FY2023 | 85,000 | 120,000 | 205,000 |
- Program design (non‑employee directors): $80,000 cash retainer; committee chair premiums (Audit $20k; Compensation $15k; N&CG $10k); committee member fees (Audit $10k; Compensation $7,500; N&CG $5k); no meeting fees; cash retainers may be elected in stock .
- Cornog elected to receive all or part of fees in stock (alignment signal) .
Performance Compensation
| Element | Detail |
|---|---|
| Annual RSU grant (non‑employee directors) | $120,000 grant-date value; vests 100% on the business day immediately preceding the next annual meeting or upon change in control; forfeited if service terminates before vesting . |
| Unvested RSUs outstanding (9/30/2024) | 13,812 RSUs for each non‑employee director, including Mr. Cornog . |
| Performance metrics on director equity | None disclosed (director RSUs are time‑based, not performance‑conditioned) . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Sponsor/Investor influence | Sponsor (KKR) retains nomination rights tied to ownership levels; One Rock Investors hold preferred stock with board and committee designation rights; currently, Barker (One Rock) sits on N&CG and Goldman (One Rock) on Compensation . |
| Sponsor‑nominated directors on BV board | Raether and Cornog are Sponsor‑nominated directors . |
| External public boards | Azenta (AZTA) and LiveWire (LVWR; since 2022). Previously disclosed: Channel Control Merchants (KKR portfolio) . |
| Potential business interlocks | No disclosed transactions between BV and Azenta/LiveWire; related‑party context centers on KKR/One Rock governance rights, not operating RPTs . |
Expertise & Qualifications
- The Board cites Mr. Cornog’s significant financial investment and advisory experience from KKR Capstone and experience on public and private boards as core qualifications .
- Biography highlights broad operational leadership (Williams Communications), strategy (BCG), and multi‑region portfolio oversight (committee participation at KKR) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (12/31/2024) | 76,127 shares (includes 20,000 shares in trusts for his children and 10,000 shares in a family limited partnership) . |
| % of outstanding | Less than 1% . |
| Stock options | None (0 options reported as exercisable within 60 days) . |
| Unvested RSUs | 13,812 RSUs outstanding as of 9/30/2024 (each non‑employee director) . |
| Ownership guidelines | 5x annual cash retainer; expected within 5 years of later of March 13, 2019 or appointment; thereafter retain 30% of net shares until retirement . |
| Hedging/Pledging | Hedging prohibited; directors/Section 16 officers must notify CLO prior to pledging Company securities . |
Governance Assessment
-
Strengths for investor confidence
- Independence: Board affirmatively determined Mr. Cornog is independent under NYSE and Company guidelines despite Sponsor nomination; Board and all committees (Audit/Comp/N&CG) are majority independent .
- Engagement: No director fell below 75% attendance; full attendance at prior annual meeting .
- Alignment: Director equity via annual RSUs; Cornog elected to receive all or part of cash fees in stock; unvested RSUs outstanding—clear equity exposure .
- Controls and policies: Anti‑hedging policy; clawback policy compliant with SEC/NYSE rules (enterprise‑wide for executives); separated Chair/CEO roles; regular independent executive sessions .
- Say‑on‑Pay context: Prior advisory vote approved by ~96% (March 2022), indicating broad shareholder support for compensation governance at that time .
-
Watch items / potential conflicts
- Sponsor/Investor rights: KKR’s stockholders’ agreement retains nomination and certain governance rights; One Rock preferred investment includes board and committee designation rights, potentially concentrating influence (Barker on N&CG; Goldman on Compensation) .
- Pledging: Not prohibited outright (requires prior notice), which is more permissive than absolute bans; no pledging by Cornog disclosed .
- Related‑party exposure: Cornog is a Sponsor‑nominated director; while the Board deems him independent, investors should monitor any future related‑party transactions given Sponsor and Investor governance rights .
-
Overall view
- Mr. Cornog brings deep operational and portfolio governance expertise with clear equity alignment and solid engagement. The primary governance risk is structural—sponsor/investor nomination and committee designation rights—rather than any disclosed attendance, pay, or related‑party issues specific to Cornog. Continued monitoring of RPT disclosures and committee independence dynamics is advised .