Richard Winnall
About Richard Winnall
Richard C. Winnall is President – International at Americold (COLD), appointed January 3, 2024; he joined Americold in 2019 and previously served as COO, International (appointed August 2022). He is 51, holds an MS in Management (Intermodal Transport) from the University of Denver, a Master of International Business from Swinburne University (Melbourne), and is a graduate of the GAICD International Company Directors Program . During 2024, Americold grew AFFO per share by 16% and Core EBITDA by 10.8%, and achieved AIP Core EBITDA performance of 101.9% of target; Winnall’s 2024 AIP paid 91.5% of target with International EBITDA at 95.2% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Americold | President – International | Jan 2024–present | Leads International operations and support functions to drive efficiency and best-in-class customer service . |
| Americold | COO – International | Aug 2022–Jan 2024 | Oversaw International operations; progressed technology and productivity initiatives . |
| Americold | Managing Director, International / Managing Director, Asia Pacific & Latin America | 2019–Aug 2022 | Led regional businesses and integration across APAC and LatAm . |
| DHL Supply Chain (DPDHL) | Senior executive roles (APAC and EMEA) | Not disclosed | Large-scale logistics leadership across regions . |
| Linfox (APAC) | Executive roles | Not disclosed | Regional logistics operations leadership . |
External Roles
- None disclosed in Company filings for Winnall .
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base salary paid (USD) | $375,742 | SCT actual cash paid in 2024; AUD converted at 0.622 USD rate for reporting . |
| Base salary rate (start → end of 2024, USD) | $332,770 → $379,420 | Increased to AUD$610,000 (from AUD$535,000); shown in USD at 0.622 FX . |
| Target bonus (% of salary) | 75% | Increased from 60% effective 2024 . |
| AIP cash paid (USD) | $260,427 | Total AIP payout for 2024 (91.5% of target) . |
Performance Compensation
2024 Annual Incentive Plan (AIP) – Design and Outcomes
| Component | Weight | Target | Actual Performance | Payout Factor |
|---|---|---|---|---|
| Company Core EBITDA | 40% (for Winnall) | $625.1m | $637.2m adjusted (101.9% of target) | 109.7% . |
| International EBITDA | 35% (for Winnall) | $99.1m | $94.3m (95.2% of target) | 84.0% . |
| Individual objectives | 25% | 3 binary objectives | Company Core EBITDA multiplier applied to met items | Included in payout . |
| Total AIP payout (USD) | — | $284,565 target | — | $260,427 (91.5% of target) . |
Notes:
- AIP ranges: threshold 85% (50% payout) to max 115% (175% payout) of target .
- Winnall’s target bonus dollars reflect 75% of salary at year-end rate; actual payout and factors per table above .
Long-Term Incentives (LTI)
| Grant | Grant Date | Instrument | Quantity | Vesting / Performance | Notes |
|---|---|---|---|---|---|
| Annual 2024 – time-based RSUs | Mar 8, 2024 | RSU | 11,416 | Vests 1/3 on each of 3 anniversaries | Non-U.S. execs receive RSUs (not OPUs) . |
| Annual 2024 – performance RSUs | Mar 8, 2024 | PSU (RSU) | 17,123 | 3-year rTSR vs MSCI U.S. REIT Index; 25th=50%, 50th=100%, 75th=200%; cap at target if TSR negative | Performance period 1/1/2024–12/31/2026 . |
| Off-cycle retention – time-based RSUs | Jul 1, 2024 | RSU | 21,053 | Vests 1/3 each year over 3 years | Granted to address retention risk amid competitor overtures . |
Performance history marker:
- 2022 PSU cycle (1/1/2022–12/31/2024) paid at 57% of target (rTSR ~28.5th percentile); Winnall earned 2,110 shares on Jan 8, 2025 .
Equity Ownership & Alignment
| Measure | Detail |
|---|---|
| Beneficial ownership (common shares) | 38,991 shares (less than 1% of outstanding) . |
| Shares outstanding (for % context) | 284,719,592 outstanding as of record date (April 1, 2025) . |
| Vested vs unvested (as of 12/31/2024) | Unvested time-based RSUs: 1,234 (2022), 5,390 (2023), 11,416 (2024), 21,053 (off-cycle) . Unearned PSUs at target: 3,701 (2022, subsequently paid 57%), 12,125 (2023), 17,123 (2024) . |
| Upcoming vesting cadence (potential selling pressure windows) | 2025-03-08: time-based tranches (2022 final, 2023/2024 annual) . 2025-07-01: off-cycle time-based tranche . 2025-01-08: 2022 PSU vested at 57% (completed) . |
| Hedging/pledging policy | Hedging and pledging of Company stock prohibited by policy . |
| Executive stock ownership guideline | Executive Vice Presidents: 3x base salary; 5-year compliance window from appointment . |
| Clawback | NYSE-compliant recoupment policy applies to incentive compensation upon financial restatement . |
Employment Terms
| Scenario | Cash Severance | Bonus Treatment | Equity Treatment | Benefits |
|---|---|---|---|---|
| Termination without Cause / Good Reason (non-CoC) | 12 months of base salary + target bonus (total 1x) for Winnall . | Unpaid prior-year bonus; pro-rated current-year AIP if earned . | Next time-based tranche vests immediately; pro-rated PSUs remain eligible to vest based on actual performance for full period . | Standard benefits; (COBRA specifics not applicable as non-U.S.) . |
| Double-trigger Change in Control (within 24 months) | 1.5x (base + target bonus) lump sum . | Unpaid prior-year bonus; pro-rated current-year AIP if earned . | All unvested equity vests in full at target for performance awards (and time-based in full) . | As applicable under plan . |
| Death or Disability | Pro-rated AIP if earned; unpaid prior-year bonus . | Time-based equity fully vests; PSUs vest pro-rata at target . | — | — |
| Covenants | Non-compete, non-solicit, confidentiality, non-disparagement; severance conditional on release and covenant compliance . |
Performance & Track Record
- 2024 execution: Company AFFO per share +16%; Same Store Warehouse NOI +11%; Core EBITDA +10.8%; fixed-commit revenue reached 59% of warehouse rent & storage revenue (15th straight quarterly record) .
- AIP metrics: Company Core EBITDA adjusted to $637.2m (101.9% of target); International EBITDA 95.2% of target; Winnall’s AIP paid 91.5% of target, reflecting softer International performance vs Company .
- LTIP rTSR results: 2022 PSU cohort vested at 57% of target (28.5th percentile vs peers) on Jan 8, 2025, underscoring midpoint-lagging share performance over that window .
Compensation Structure Analysis
- Mix: Increased at-risk compensation via higher target bonus (60% → 75%) and larger LTIP target ($600k → $750k) with 60% performance-based weighting; time-based 40% with 3-year ratable vesting .
- Metrics: Short-term incentives heavily tied to Core EBITDA (and International EBITDA), with capped and floored payout curves; PSUs based on 3-year relative TSR to MSCI U.S. REIT Index with downward protection if absolute TSR is negative .
- Retention: Off-cycle July 1, 2024 time-based grant (21,053 RSUs) to address competitive poaching risk; 3-year ratable vesting supports retention but introduces annual vest-driven liquidity windows .
- Governance safeguards: Double-trigger CoC, no tax gross-ups on severance/CoC payments, clawback policy, anti-hedging/pledging, ownership guidelines .
Compensation Peer Group (Benchmarking)
- Americold uses a blended peer set of REITs and operating companies (19 firms, including logistics, storage and food companies) to benchmark target opportunities; PSUs benchmark rTSR vs MSCI U.S. REIT Index .
Equity Ownership & Beneficial Holders Context
| Holder | Shares | % Outstanding |
|---|---|---|
| Richard C. Winnall | 38,991 | ~0.01% (38,991 / 284,719,592) . |
Say‑on‑Pay & Shareholder Feedback
- Last Say‑on‑Pay approval exceeded 89% (prior year), and the program maintains strong pay-governance features including performance orientation and reasonable caps .
Investment Implications
- Alignment: High at-risk pay mix with EBITDA- and TSR-linked incentives, ownership guidelines, and anti-pledging policy support alignment with shareholders .
- Retention risk: Elevated in 2024 (industry poaching) prompted off-cycle RSU grant; staggered vesting through 2027 lowers near-term departure risk but creates periodic liquidity events (potential selling pressure around March 8 and July 1 annually) .
- Execution risk: International EBITDA achieved 95.2% of target in 2024, lagging Company Core EBITDA; future AIP outcomes for Winnall will be sensitive to International margin and growth delivery .
- Change-in-control economics: 1.5x CIC multiple with full vesting at target for performance awards is market-consistent and could be value-relevant in strategic scenarios; clawbacks reduce tail risk from restatements .