Neil Johnston
Cushman & WakefieldAbout Neil Johnston
Executive Vice President & Chief Financial Officer (CFO) of Cushman & Wakefield since February 2021; age 59. Background: 30-year finance career including EVP/CFO roles at Presidio (2018–2020) and Cox Automotive (2015–2017), with prior senior finance and strategy roles at Cox Media Group and Cox Radio; earlier experience at Coca‑Cola Enterprises and Deloitte. Education: MBA (Wharton), degrees in accounting, finance, and information systems (Georgia State University; University of Cape Town) . Under Johnston as CFO, C&W delivered 2024 net income of $131.3M (vs. 2023 net loss), free cash flow of $167.0M, and held $1.9B liquidity; 2024 annual incentive funded at 100% on Compensation EBITDA, reflecting disciplined cost and cash management .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Presidio, Inc. | EVP & Chief Financial Officer | 2018–2020 | Led finance for a $3B IT solutions provider |
| Cox Automotive | EVP & Chief Financial Officer | 2015–2017 | Finance leadership at ~$7B auto services firm |
| Cox Media Group (CMG) | EVP, Strategy & Digital Innovation; prior CFO | 2009–2015 | Drove strategy/innovation; led finance transformation |
| Cox Radio | Chief Financial Officer | 2000–2009 | Public-company CFO experience in media |
| Coca‑Cola Enterprises; Deloitte | Finance roles | Prior to 1996 | Early career foundation in finance/audit |
External Roles
- No public company board roles disclosed; service focused internally as CFO .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 600,000 | 600,000 | 600,000 |
| Target Annual Bonus ($) | 600,000 (100% of salary) | 600,000 (100% of salary) | 900,000 (target raised effective 1/1/2024) |
| Actual Annual Bonus Paid ($) | 565,200 | 305,400 | 900,000 |
| Stock Awards – Grant Date Fair Value ($) | 2,325,935 | 1,501,205 | 2,483,629 |
| All Other Compensation ($) | 7,625 | 8,250 | 13,800 |
| Total Compensation ($) | 3,498,760 | 2,414,855 | 3,997,429 |
Performance Compensation
Annual Incentive Plan (AIP) – Design and Outcomes
| Plan Year | Metric | Weight | Target | Actual | Payout Factor |
|---|---|---|---|---|---|
| 2022 | Compensation EBITDA | 75% | $1,010M | $963M (95.4% of target) | 84.5% |
| 2022 | Compensation Fee Revenue | 25% | $7,289M | $7,460M (102.4%) | 123.5% |
| 2022 | Funded Result | — | — | — | 94.2% (no modifier) |
| 2023 | Compensation EBITDA | 75% | $700M | $581.3M (83.0%) | 43.5% |
| 2023 | Compensation Fee Revenue | 25% | $6,900M | $6,529M (94.6%) | 73.1% |
| 2023 | Funded Result | — | — | — | 50.9% (no modifier) |
| 2024 | Compensation EBITDA | 100% | $570M (70%–130% curve) | $591M (104%) | 112% initial; adjusted to 100% for NEOs |
Notes:
- 2023 AIP maintained 75% EBITDA/25% Fee Revenue weighting, broadened achievement curves; no individual modifiers applied to NEOs .
- 2024 AIP simplified to 100% Compensation EBITDA for alignment and simplicity; Compensation Committee adjusted funded payout from 112% to 100% for NEOs for pay-performance alignment .
Long-Term Incentive (LTI) Structure and Payouts
- 2022 PRSUs (granted in 2022; metrics: Adjusted EBITDA Margin Performance and Adjusted EBITDA Growth with +/-20% Relative TSR modifier over 2022–2024): aggregate payout 46.7%; Johnston vested 22,882 shares on Feb 26, 2025 .
- 2023 PRSUs (Tranches A/B/C): metrics are Adjusted Free Cash Flow and Strategic Cost Efficiency (three 1-year periods averaged; +/-20% Relative TSR modifier) .
- 2024 PRSUs (Senior Tier for CFO): 100% PRSUs tied to three-year cumulative Strategic Cash Generation (75%) and Strategic Cost Efficiency (25%); higher max payout for senior tier; targets set in 2024 (not disclosed due to sensitivity) .
- 2025 PRSUs: shifted back to 50% time-based/50% PRSUs with Adjusted EPS as the performance metric (three 1-year periods) plus +/-20% Relative TSR; max payout 150% .
| LTI Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Target LTI Value ($) | 2,200,000 | 2,200,000 | 2,200,000 |
| 2022 PRSU Payout (%) | — | — | 46.7% (paid Feb 26, 2025); Johnston shares vested: 22,882 |
Equity Ownership & Alignment
- Beneficial ownership: 192,727 shares; less than 1% of outstanding shares (as of March–May/Aug 2025) .
- Stock ownership policy: NEOs must hold Company “Qualifying Equity” equal to 3x salary; policy prohibits hedging and pledging; all directors/NEOs in compliance as of Dec 31, 2024 . 2023 policy similarly required 3x for NEOs and prohibited pledging/hedging; all in compliance as of Dec 31, 2023 .
- Outstanding equity detail (12/31/2024): Time-vesting RSUs 71,143 (with scheduled vestings); unearned PRSUs at target 350,990 .
Vesting Schedules (select near-term events)
- Time-vesting RSUs: 27,404 vested on Feb 23, 2025; 16,334 vested on Feb 24, 2025; 27,405 scheduled on Feb 23, 2026 .
- PRSUs: 2022 PRSUs paid at 46.7% on Feb 26, 2025 (22,882 shares) .
Policies mitigating selling risk:
- No hedging/pledging permitted and robust clawback policy (adopted Oct 2, 2023; expanded in 2025 proxy narrative) .
Employment Terms
- Offer letter (effective Feb 28, 2021): Base $600,000; initial target bonus $600,000 (raised to $900,000 for 2024); eligible for annual RSUs ($2.2M target grant value) .
- Restrictive covenants: 12-month non-compete and non-solicit; non-disparagement and confidentiality .
- Severance (A&R Severance Plan):
- Involuntary termination (non‑CIC): Cash equal to 1x salary + 1x target bonus; pro‑rated bonus; 12 months subsidized health; up to $25,000 outplacement; pro‑rata vesting of RSUs granted on/after Feb 24, 2022 (PRSUs settled based on actual performance for completed years or target if no year completed) .
- CIC double-trigger (within 2 years of CIC): 2x salary + 2x target bonus; pro‑rated bonus; 24 months subsidized health; up to $25,000 outplacement; if awards assumed, full acceleration of outstanding RSUs with PRSUs determined on actual for completed years and target for remaining; if not assumed, awards vest at CIC close under award terms .
Compensation Structure Analysis
- Mix shift toward at-risk pay: Johnston’s 2024 LTI was 100% PRSUs (vs. 50%/50% in prior year), increasing performance leverage tied to cash generation and structural cost outcomes .
- AIP discipline: Despite 104% Compensation EBITDA attainment in 2024, committee exercised negative discretion to 100% payout for NEOs, reinforcing pay-performance alignment .
- Peer benchmarking: 2024 peer group includes JLL, CBRE, Colliers, Jacobs, AECOM, Manpower, Vornado and others; committee uses as a reference, not sole determinant .
Related Governance & Shareholder Feedback
- Clawback: SEC/NYSE-compliant policy with additional misconduct recoupment; recovery except in very limited cases (e.g., recovery cost exceeds amount) .
- Say‑on‑Pay support: 96.8% approval in 2024; 98.6% in 2023 .
- Equity grant policy: Adopted August 2024 to govern timing in open windows and standardize annual/new‑hire grant timing .
Performance & Track Record
- Operating outcomes (selected): 2024 net income $131.3M; free cash flow $167.0M; $1.9B year‑end liquidity; 2024 AIP funded at 100% .
- Capital structure: Under Johnston, C&W executed multiple 2024 term loan repricings and repaid $200.4M of 2025 term loan ahead of schedule ; in Oct 2025, amended and extended the revolver to 2030 (oversubscribed), with Johnston noting enhanced capital flexibility and lender confidence .
- Pay versus performance context: 2022–2024 PRSU payouts reflect macro headwinds (2022 grant paid at 46.7%); AIP variability (94.2% in 2022; 50.9% in 2023; 100% in 2024) shows sensitivity to EBITDA/fee revenue performance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 192,727 shares; <1% of outstanding |
| Vested vs. Unvested (12/31/2024) | Time-based RSUs 71,143 (with scheduled vesting through 2026); PRSUs at target 350,990 |
| Ownership Guidelines | 3x salary for NEOs; all directors/NEOs in compliance as of Dec 31, 2024 |
| Hedging/Pledging | Prohibited by policy |
Employment Terms (Severance & CIC Economics)
| Scenario | Cash | Equity | Benefits |
|---|---|---|---|
| Involuntary termination (non‑CIC) | 1x salary + 1x target bonus; pro‑rated bonus | Pro‑rata vesting of RSUs granted on/after 2/24/2022; PRSUs based on actual for completed year(s) or target if none completed | 12 months subsidized health; up to $25k outplacement |
| CIC + qualifying termination (within 2 years) | 2x salary + 2x target bonus; pro‑rated bonus | If assumed: full acceleration with PRSUs at actual (completed years) and target (remaining); if not assumed: vest at CIC per award terms | 24 months subsidized health; up to $25k outplacement |
Investment Implications
- Alignment: 2024 shift to 100% PRSUs (cash generation/cost efficiency) for CFO increases “skin in the game” tied to deleveraging and operating efficiency; 2025 reversion to 50/50 with Adjusted EPS indicates renewed growth emphasis .
- Governance quality: Strong say‑on‑pay support (96.8% in 2024), robust clawback, and hedging/pledging prohibitions reduce governance risk .
- Retention/CIC risk: Standard severance (1x/2x) with double‑trigger CIC mitigates windfall risk and preserves continuity through a change of control .
- Supply/overhang: Scheduled time-vested RSUs and PRSU settlements (e.g., 22,882 shares from 2022 PRSUs; further time-based tranches through 2026) are known events; absence of options and pledging limits forced selling risk .
- Execution track: 2024 AIP at 100% after downward discretion and 46.7% PRSU payout on 2022 grant signal pay tracking performance; CFO’s delivery on debt repricings, prepayments and liquidity supports balance sheet resilience .