Nathan Harwell
About Nathan Harwell
Nathan H. Harwell is Executive Vice President, Chief Legal Officer, and Secretary of Americold (COLD), serving since September 2023. He is age 49 and oversees Legal, Risk, and Compliance, providing strategic leadership for legal matters. Harwell holds a B.A. from Carson-Newman College and a J.D., cum laude, from Mercer University’s Walter F. George School of Law . During 2024 under the current leadership team, Americold’s AFFO per share increased ~15.9%, Same Store Warehouse NOI rose ~9.9%, Same Store Warehouse Services NOI grew ~$124.8 million, and Core EBITDA increased ~10.8% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Xpress Enterprises, Inc. | EVP, Chief Legal Officer & Secretary | Jan 2020 – Jul 2023 | Led legal function at major trucking/logistics company; focused on corporate litigation, regulatory analysis, and strategic business development . |
| Rinnai America Corporation | General Counsel & Corporate Secretary; Board Director | Sep 2005 – Jan 2020 | Directed legal and governance; served on Board; supported commercial strategy in tankless water heating . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Rinnai America Corporation | Board Director | Within 2005–2020 tenure | Board service concurrent with GC/Secretary role . |
Fixed Compensation
Specific pay elements for Harwell are not disclosed in the proxy (he is not a Named Executive Officer). Company-wide executive pay design emphasizes market-competitive base salary reviewed annually, with independent consultant Meridian advising the Compensation Committee on peer data and governance best practices .
Performance Compensation
Americold links executive incentives to financial and strategic results via the Annual Incentive Plan (AIP) and long-term equity awards. While individual metrics for Harwell are not disclosed, below are the plan structures used for executives:
Annual Incentive Plan (AIP) Design
| Component | 2024 Design | Rationale |
|---|---|---|
| Performance Metric | 75% Core EBITDA; 25% Individual Objectives | Emphasizes profitable growth; individual objectives align strategic initiatives . |
| Performance Range | Threshold at 85% of target; Maximum at 115% of target | Balanced downside protection and upside for stretch performance . |
| Payout Range | 50% of target at threshold; up to 175% at max | Linear interpolation; caps to avoid excessive risk . |
| Financial Measure | Threshold (85% of Target) ($mm) | Target ($mm) | Maximum (115% of Target) ($mm) |
|---|---|---|---|
| Core EBITDA | 531.3 | 625.1 | 718.9 |
| Americas EBITDA | 441.1 | 518.9 | 596.7 |
| International EBITDA | 84.2 | 99.1 | 114.0 |
2024 actuals used for AIP funding: adjusted Core EBITDA $637.2mm (101.9% of target); Americas EBITDA $525.4mm (101.3%); International EBITDA $94.3mm (95.2%) .
Long-Term Incentive Plan (LTIP) Structure
| Performance Level | Relative TSR vs MSCI U.S. REIT Index | Vesting Outcome |
|---|---|---|
| High | 75th percentile | 200% of target shares |
| Target | 50th percentile | 100% of target shares |
| Threshold | 25th percentile | 50% of target shares |
| Below Threshold | <25th percentile | 0% |
- Performance period: 3 years (Jan 1, 2024 – Dec 31, 2026), capped at target if TSR is negative .
- Time-based grants vest ratably over 3 years .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership at Appointment | Form 3 filed Sept 7, 2023 reported “No securities are beneficially owned” . |
| Shares Outstanding (Record Date) | 284,719,592 common shares (Mar 21, 2025) . |
| Ownership % (as of Form 3) | 0.000% of outstanding (no beneficial holdings at filing) . |
| Hedging/Pledging | Company policy prohibits directors and executives from hedging or pledging company stock . |
| Ownership Guidelines | Stock ownership requirements apply to executive officers (company-wide policy) . |
| Insider Trading Policy | Formal policy filed as Exhibit 19 to 2024 Form 10-K (Feb 27, 2025) . |
Employment Terms
- Role: EVP, Chief Legal Officer, and Secretary since September 2023; responsible for Legal, Risk, and Compliance .
- Agreements/Severance framework: The Company has Employment Agreements for some executives and an Executive Severance Plan implemented for executives hired from February 2022 onward; terms include non-compete and non-solicit covenants, with clawback and forfeiture remedies for breaches. Specific severance multiples and equity acceleration are disclosed for NEOs (double-trigger change-in-control, COBRA coverage, pro-rata AIP, and equity vesting mechanics), but Harwell-specific terms are not disclosed .
- Clawback: All awards subject to clawback/recoupment per policy and applicable law .
- Governance: Anti-hedging/pledging policy; strong board independence; executive ownership requirements; no tax gross-ups; no option repricing .
Performance & Track Record
- Company performance under current leadership: AFFO per share up ~15.9%; Same Store Warehouse NOI up ~9.9%; Services NOI up ~$124.8mm; Core EBITDA up ~10.8% for 2024 .
- Strategic initiatives: Technology roll-out (Project Orion), fixed-commit contracts at 59% of warehouse rent & storage revenues FY2024, and development pipeline >$1 billion .
- Legal/executive actions: Harwell served as signatory and Secretary for key SEC and financing documents (e.g., CFO compensation adjustment 8-K; underwriting agreement; S-8 for A&R Plan) .
Investment Implications
- Alignment: Executive incentives are tied to Core EBITDA and multi-year relative TSR, with clawbacks and anti-hedging/pledging strengthening pay-for-performance alignment. Harwell had zero beneficial ownership at appointment per Form 3; executive ownership guidelines and distributions on units encourage ongoing alignment .
- Retention risk: Company-wide severance frameworks and double-trigger protections for NEOs reduce turnover risk; restrictive covenants help protect IP and customer relationships. Harwell-specific severance terms are not disclosed, but executives hired after Feb 2022 operate under defined severance frameworks .
- Trading signals: No disclosed Form 4 activity for Harwell in company documents; anti-pledging/hedging and ownership guidelines suggest low structural selling pressure. Monitor future Section 16 filings for any grants, vesting, or sales .
- Governance/Shareholder sentiment: Say-on-pay approval exceeded 89% in the prior year, indicating investor support for compensation practices; Compensation Committee uses independent consultant and market benchmarking .
Notes on Undisclosed Items
- Base salary, target bonus %, actual bonus, and specific equity grants for Nathan Harwell are not disclosed in the 2025 proxy; as he is not a Named Executive Officer, detailed compensation tables exclude him .
- Ownership guideline compliance status for Harwell and any pledged/hedged shares are not disclosed; company policy prohibits pledging/hedging and sets executive ownership requirements .
Sources
- 2025 DEF 14A: Executive bios, governance, compensation design, performance metrics, ownership policies, and NEO pay tables .
- 2024 8-K leadership updates and CFO transition .
- Jan 7, 2025 8-K CFO market adjustment (signed by Harwell) .
- Mar 27, 2025 underwriting agreement signatory pages (Harwell) .
- Jun 17, 2025 S-8 for A&R Plan (Harwell as agent for service) .
- Sept 7, 2023 Form 3 – Harwell initial beneficial ownership (none) .