Jay Wells
About Jay Wells
Jay Wells, age 62, has served as Executive Vice President and Chief Financial Officer (CFO) of Americold since January 15, 2024; he is a CPA with a B.S. in Accounting from Albright College and a J.D. from Villanova University . Prior roles include CFO of Primo Water (2012–2023), CFO of Molson Coors’ Canada Division (2009–2012), and Partner at Deloitte (1990–2005) . Americold reported AFFO per share growth of 16% in 2024 and Core EBITDA up 10.8% year-over-year; Wells’ annual incentive metrics were tied to Core EBITDA and individual objectives, with AIP payout at 109.7% of target for 2024 . Company revenues grew from FY 2022 to FY 2024 while EBITDA increased each year; see Performance table below (S&P Global disclaimer for EBITDA).*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Primo Water (NYSE: PRMW) | Chief Financial Officer | 2012–2023 | Led a publicly traded multi-country beverage business; capital management and profitable growth |
| Molson Coors Beverage Co. (NYSE: TAP) | CFO, Canada Division; VP Strategic Finance/Tax/Treasury; VP Global Tax | 2005–2012 (CFO Canada 2009–2012) | Finance leadership across tax, treasury, strategy; divisional CFO accountability |
| Deloitte | Partner – International Tax | 1990–2005 | Cross-border financing, complex tax strategies, team leadership |
External Roles
None disclosed in Company filings for public board service or committee positions for Mr. Wells .
Fixed Compensation
| Component | 2024 | 2025 Adjustment | Notes |
|---|---|---|---|
| Base Salary ($) | $575,000 (offer); $530,769 actual paid (proration) | $640,000 effective Jan 1, 2025 | Offer letter set initial salary; proxy shows actual paid |
| Target Bonus (%) | 90% of base salary | 90% (no change disclosed) | AIP weighting 75% Core EBITDA, 25% individual objectives |
| Actual AIP Bonus ($) | $543,799 (109.7% of target) | N/A | Core EBITDA achievement lifted individual objectives multiplier |
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric | Weighting | Target | Actual | Payout | Mechanics |
|---|---|---|---|---|---|
| Core EBITDA | 75% | Company-set target: $625.1M | Adjusted Core EBITDA $637.2M (101.9% of target); payout factor 109.7% | $407,849 | Linear interpolation; threshold 85% (50% payout), max 115% (175% payout) |
| Individual Objectives | 25% | 3 binary objectives (33.3% each) | Lifted by Core EBITDA result | $135,950 | Funded separately, multiplied by Core EBITDA achievement |
| Total AIP Payout | — | Target $495,940 | 109.7% of target | $543,799 | AIP target prorated to start date |
Long‑Term Incentives (LTIP) – Grants and Performance Structure
| Grant | Date | Type | Shares/Units | Grant Date FV ($) | Vesting | Performance Metric |
|---|---|---|---|---|---|---|
| Annual cycle | 3/8/2024 | Performance RSU/OPU | 25,114 | $631,868 | Vests at end of 3‑yr period (2024–2026) | Relative TSR vs MSCI U.S. REIT (25th/50th/75th percentile → 50%/100%/200%) |
| Annual cycle | 3/8/2024 | Time‑based RSU/OPU | 16,743 | $440,006 | Ratable 1/3 annually over 3 years | |
| Retention off‑cycle | 7/1/2024 | Time‑based RSU/OPU | 17,154 | $440,000 | Ratable 1/3 annually over 3 years | |
| 2024 LTIP target value | — | Mix | — | $1,100,000 (target) | — | 60% performance‑based / 40% time‑based |
Key design:
- Performance awards vest based on relative TSR to MSCI U.S. REIT Index over Jan 1, 2024–Dec 31, 2026; if TSR is negative, payout capped at 100% of target .
- Off‑cycle July 1, 2024 time‑based awards were retention grants responding to overtures to poach senior leaders; 3‑year ratable vesting .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 5,581 shares; consists of vested OP Units convertible into common stock; <1% of outstanding |
| Unvested awards at 12/31/2024 | Time‑based 16,743 (3/8/2024); Performance 25,114 target (3/8/2024); Time‑based 17,154 (7/1/2024) |
| Upcoming vest dates | Time‑based (3/8/2025, 3/8/2026, 3/8/2027) and (7/1/2025, 7/1/2026, 7/1/2027) |
| Ownership guidelines | Executive Vice Presidents must hold ≥3x annual base salary in common shares/OP Units within 5 years; monitoring disclosed (Directors shown; executive guideline stated) |
| Hedging/pledging | Prohibited for executives, Directors, and associates |
| Clawback | NYSE‑compliant recoupment of erroneously awarded compensation upon restatement |
Employment Terms
| Provision | Economics / Terms |
|---|---|
| Start date | January 15, 2024; EVP & CFO |
| Offer letter highlights | Base salary $575,000; 2024 target bonus 90% of base; 2024 LTIP target $1,100,000; eligible under 2017 Equity Incentive Plan; covered by Executive Severance Benefit Plan |
| 2025 market adjustments | Base salary increased to $640,000; 2025 annual equity award target increased to $1,600,000 |
| Severance (without Cause / Good Reason) | 12 months of base + target bonus; unpaid prior‑year bonus; prorated current‑year bonus subject to performance; 12 months COBRA; next installment of time‑based RSU/OPU vests; prorated performance‑based RSU/OPU eligible to vest based on actual performance |
| Change‑in‑Control (double trigger) | 1.5x base + target bonus (lump sum); unpaid/prorated bonuses; up to 12 months COBRA; all unvested equity vests at target performance and time requirements |
| Death/Disability | Unpaid/prorated bonus; full vesting of unvested time‑based equity; prorated performance‑based equity vests at target |
| Tax gross‑ups | None on severance/change‑in‑control or other termination payments |
| Anti‑hedging/pledging & clawback | As above; strong governance controls |
Performance & Track Record
- Company performance context: AFFO per share +16% in 2024; Core EBITDA +10.8% year-over-year; strategic initiatives in operations, pricing, and developments were highlighted in the proxy .
- AIP outcome: Wells’ 2024 AIP paid 109.7% of target based on adjusted Core EBITDA achievement and individual objectives .
- LTIP: 2024–2026 performance cycle in progress; 2022 cycle paid at 57% of target on relative TSR, evidencing discipline in performance pay calibration .
Company Financial Context (for Wells’ tenure framing)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $2,302.971B | $2,391.089B | $2,416.743B |
| EBITDA ($USD) | $463.959M* | $517.423M* | $585.258M* |
Values marked with an asterisk were retrieved from S&P Global.*
Compensation Structure Analysis
- Mix and risk: Heavy emphasis on variable pay—AIP tied 75% to Core EBITDA and 25% to strategic objectives; LTIP is 60% performance‑based and 40% time‑based, with performance measured via relative TSR over multi‑year periods .
- Retention dynamics: 2024 off‑cycle time‑based grants were used to counter competitive poaching, indicating heightened retention risk but also proactive mitigation; vesting over three years aligns retention with shareholder interests .
- Governance safeguards: Double‑trigger CIC, clawback, anti‑hedging/pledging, no tax gross‑ups, capped incentive payout ranges; pay‑for‑performance orientation affirmed by high prior say‑on‑pay support (89%+) .
Equity Ownership & Alignment Table (detail)
| Category | Quantity | Notes |
|---|---|---|
| Beneficial ownership | 5,581 | Vested OP Units convertible; <1% of shares outstanding |
| Unvested time‑based | 16,743 (3/8/2024); 17,154 (7/1/2024) | Market values at 12/31/2024: $358,300 and $367,096 |
| Unearned performance‑based (target) | 25,114 (3/8/2024) | Market payout value at 12/31/2024: $537,440 |
| Ownership guideline | ≥3x base salary (EVPs) | 5‑year window to comply |
| Pledging/Hedging | Prohibited | Policy covers executives/Directors/associates |
Employment Contracts & Severance Economics
| Trigger | Cash Multiple | Equity Treatment | Health | Other |
|---|---|---|---|---|
| Termination without Cause / Good Reason | 12 months base + target bonus | Next time‑based installment vests; performance‑based prorated and eligible based on actual performance | 12 months COBRA | Unpaid/prorated bonus paid per plan |
| Change‑in‑Control (double trigger) | 1.5x base + target bonus (lump sum) | All unvested equity vests at target performance and time requirements | Up to 12 months COBRA | Outplacement per policy |
| Death/Disability | N/A | Time‑based fully vests; performance‑based prorated at target | N/A | Unpaid/prorated bonus terms |
Say‑on‑Pay & Shareholder Feedback
- Prior say‑on‑pay approval exceeded 89%, indicating broad support for executive compensation practices .
- Committee practices: independent consultant (Meridian), annual benchmarking, risk assessments, recoupment policy, stock ownership requirements .
Expertise & Qualifications
- Credentials: CPA; JD (Villanova); BS Accounting (Albright) .
- Technical: Corporate finance, tax, treasury, cross‑border financing, public company CFO experience .
- Board qualification: Financial expert capabilities consistent with CFO role and REIT industry demands .
Investment Implications
- Alignment: Strong pay‑for‑performance architecture—AIP tied to Core EBITDA and strategic goals, LTIP tied to relative TSR—reduces misalignment risk; anti‑hedging/pledging and clawback augment governance .
- Retention: 2024 off‑cycle grants reflect heightened market competition for talent; three‑year vesting moderates near‑term selling pressure and supports execution continuity .
- Ownership: Wells’ beneficial ownership is modest (<1%); executive ownership guidelines require higher exposure over time (≥3x salary), offering future alignment runway .
- Severance/CIC: Reasonable multiples (12 months; 1.5x CIC) with double‑trigger vesting limit windfall risk yet provide stability through strategic cycles .
- Performance backdrop: AFFO and Core EBITDA growth in 2024, plus AIP achievement above target, suggest execution momentum; investors should monitor TSR realization in 2024–2026 LTIP cycle and ongoing retention dynamics .
Footnote: Values marked with an asterisk were retrieved from S&P Global.*