Hervé Sedky
About Hervé Sedky
Hervé Sedky is President and Chief Executive Officer of Emerald Holding, Inc. (EEX) and serves on the Board; he joined Emerald in January 2021 and is 55 years old . He holds a bachelor’s degree from Northeastern University and completed Harvard Business School’s Executive Management Program (PMD), with prior leadership roles at RX Global (RELX) and American Express Company . Company performance markers disclosed in the proxy’s pay-versus-performance table show cumulative TSR values of $52.17 (from a fixed $100 base) in 2024, $64.33 in 2023, and $38.08 in 2022; net income was $2.2 million in 2024, $(8.2) million in 2023, and $130.8 million in 2022 . Emerald is controlled by Onex (92.4% ownership), which shapes governance and compensation oversight dynamics .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| RX Global (RELX) | President of the Americas; led 100+ sector-leading exhibitions annually; oversaw ReedPop | 6 years | Scaled multi-vertical exhibitions, extended into pop culture/lifestyle via ReedPop |
| American Express Company | Senior VP & GM, American Express Global Business Travel; senior management team member | 20+ years | Led global meetings/events; deep operations and customer success expertise |
External Roles
No other public company directorships for Mr. Sedky are disclosed in the proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 650,000 | 650,000 | 650,000 |
| Target Bonus ($) | 700,000 (per employment agreement) | 700,000 (per employment agreement) | 700,000 (per employment agreement) |
| Actual Bonus Paid ($) | 1,000,000 (discretionary/retention components not specified for 2022) | — | 472,500 (retention installments approved Mar 1, 2024) |
| Annual Incentive (Non-Equity) ($) | 478,800 | 41,943 | — (pool not funded) |
Notes:
- 2024 retention bonus program approved March 1, 2024, total $945,000 for Sedky, paid in two installments (Mar 2024; Jan 2025) with forfeiture/repayment conditions; fully earned on change-of-control .
- Company offers 401(k) match (50% up to 6% of pay); Sedky received $7,950 match in 2024 .
Performance Compensation
Annual Incentive Plan Structure (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted EBITDA (company-wide) | Not disclosed | Committee-set threshold for pool funding | Below target; pool unfunded | $0 for CEO | Determined after FY; pro-rata bonus applies for termination events |
Definition: Adjusted EBITDA excludes interest, tax, D&A, stock comp, deferred revenue adjustment, impairment, material show scheduling adjustments, and other non-core items; “Brand Performance & Individual Objectives” noted but weights not disclosed .
Equity Awards Granted/Outstanding (CEO)
| Grant/Type | Securities Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting schedule |
|---|---|---|---|---|---|
| Stock Options (granted 2021) | 738,228 | 492,152 | 5.26 | 1/4/2031 | 50% remaining vests Jan 4, 2025 & Jan 4, 2026 |
| Stock Options (granted 2021) | 630,000 | 420,000 | 6.00 | 1/4/2031 | 50% remaining vests Jan 4, 2025 & Jan 4, 2026 |
| Stock Options (granted 2021) | 630,000 | 420,000 | 8.00 | 1/4/2031 | 50% remaining vests Jan 4, 2025 & Jan 4, 2026 |
| Stock Options (granted 2023) | 669,334 | 2,677,336 | 3.81 | 3/1/2033 | Four remaining tranches vest Mar 1, 2025–2028 |
| Time-based RSUs (granted 2021) | — | 135,057 | — | — | Two remaining tranches vest Jan 4, 2025 & Jan 4, 2026 |
Change-in-control treatment:
- Time-based options and 2021 RSUs fully vest on change-in-control (single trigger) .
- Pro-rata vesting for next 12 months applies on termination without cause/for good reason for time-based awards .
- Performance stock awards (not granted to Sedky in disclosed periods) vest on CoC if price exceeds hurdles; residual forfeited .
Grant-date values:
- 2023 option awards grant-date fair value $5,524,923 for CEO .
Equity Ownership & Alignment
| Ownership measure | Value |
|---|---|
| Beneficial ownership (CEO) | 4,212,181 shares; 2.1% of shares outstanding (199,597,204) |
| Vested options included | 4,002,972 shares via currently exercisable options |
| Unvested RSUs outstanding | 135,057 units; market value $650,976 at $4.82 (12/31/24) |
| In-the-money option value markers | Illustrative value for accelerating only in-the-money tranches = $676,027 (based on $4.82 stock price vs $3.81 strike); full CoC vesting value of in-the-money options = $2,704,109 |
| Stock ownership guidelines | Executives must hold 2–5x base salary; achievement required within 5 years; counts unvested time-based RSUs and value of vested unexercised options |
| Hedging/pledging | Prohibited for directors and executive officers; no margin accounts, hedges, or pledges |
Note: Compliance status versus guidelines is not disclosed .
Employment Terms
| Provision | Key terms |
|---|---|
| Employment start date | January 2021 (President & CEO) |
| Base salary & target bonus | $650,000 base; $700,000 target bonus (108% of base), performance-based |
| Perquisites | Business class travel on flights ~2+ hours; expense reimbursement; MyTime unlimited vacation policy |
| Non-compete / non-solicit | 12 months post-employment (plus confidentiality obligations) |
| Severance (no CoC) | If terminated without cause or for good reason: 1x base + prior year’s actual bonus paid, over 12 months; pro-rata current-year bonus based on actual results; 12 months COBRA reimbursement |
| Change-in-control (equity) | Single-trigger full vesting for time-based options and 2021 RSUs; performance awards vest if CoC price exceeds hurdles |
| 2024 retention bonus | $945,000 total; paid Mar 2024 and Jan 2025; forfeiture/repayment if employment ends before Dec 31, 2024/2025, respectively; fully earned upon CoC |
| Potential payments (illustrative at 12/31/24, $4.82 stock price) | Termination without cause/for good reason total $1,713,464; change-in-control (no termination) total $3,827,585; termination in connection with CoC total $4,539,534 |
Board Governance and Service
- Board role: Director (Class I); CEO; not independent given management role .
- Board leadership: Chair is Kosty Gilis (Onex MD); CEO and Chair roles are separated; no Lead Independent Director .
- Committees: CEO is not listed on Audit, Compensation, or Nominating & Corporate Governance Committees .
- Independence context: Controlled company exemptions apply; Audit Committee fully independent; Compensation Committee 3/4 independent with Onex representative; Nominating Committee 1/2 independent .
- Executive sessions: Non-management directors meet in executive session at most Board meetings; Board held five meetings in 2024; 75%+ attendance by all directors .
- Director compensation: Independent directors receive $175,000 annual retainer (cash + RSUs) plus committee chair/member retainers; CEO’s compensation is reported under executive tables, with no separate director fees disclosed .
Compensation Structure Analysis
- Mix shift and risk profile: 2023 introduced sizeable option grants ($5.52 million grant-date fair value) suggesting stronger equity-at-risk; 2024 used retention bonuses while the annual incentive pool was unfunded (Adjusted EBITDA below target), indicating reliance on retention cash rather than performance cash .
- Pay-versus-performance: CAP values reflect significant negative swings driven by stock price valuation methodology; 2024 CAP for PEO was negative despite positive net income, underscoring market-driven equity valuation impacts .
- Governance red flags: Single-trigger acceleration on change-in-control for time-based awards; controlled-company structure with non-independent Chair and no Lead Independent Director; retention bonuses accelerated on CoC .
Risk Indicators & Red Flags
- Controlled company with 92.4% ownership by Onex; governance committees not fully independent (Compensation, Nominating) .
- Single-trigger equity vesting on change-in-control for time-based awards may misalign with shareholder preference for double-trigger .
- Retention bonus fully earned at CoC; may incentivize sale timing irrespective of long-term performance .
- Late Section 16(a) Form 4 filing for Sedky on Jan 14, 2025 (administrative oversight) .
- Registration rights enabling large-scale Onex distributions could create stock overhang risk .
Compensation Committee Analysis
- Composition: Michael Alicea (Chair), Lynda Clarizio, Kosty Gilis (Onex), Emmanuelle Skala; not fully independent due to Onex representative .
- Consultant usage: FW Cook engaged historically; no compensation consultant engaged during 2024 .
- Oversight: Committee sets Adjusted EBITDA targets and determines pool funding; 2024 pool unfunded .
Equity Award Vesting Schedules (CEO)
- Options at $5.26/$6.00/$8.00 (1/4/2031): remaining tranches vest Jan 4, 2025 and Jan 4, 2026 .
- Options at $3.81 (3/1/2033): remaining tranches vest Mar 1, 2025–2028 .
- RSUs from 2021: remaining tranches vest Jan 4, 2025 and Jan 4, 2026; full acceleration on CoC .
Director Stock Ownership Guidelines
- Independent directors must hold shares equal to 4x annual cash retainer ($300,000); vesting RSUs granted annually; compliance within 5 years .
Employment & Contracts Summary (CEO)
| Element | Detail |
|---|---|
| Agreement date | November 10, 2020 |
| Severance multiple | 1x base + prior year actual bonus; pro-rata current year bonus; 12 months COBRA reimbursement |
| Triggers | Without cause or for good reason; specific death/disability pro-rata bonus |
| Equity on termination | Pro-rata next-12-month vesting (time-based awards) for qualifying termination; single-trigger full vesting on CoC for time-based awards |
Investment Implications
- Alignment: Large option holdings, with many grants out-of-the-money at $4.82 as of 12/31/24, reduce near-term selling pressure; significant in-the-money exposure resides in the 2023 grant at $3.81 strike, aligning upside with price recovery .
- Retention risk: Two-step retention bonus schedule through Dec 31, 2025 materially incentivizes continuity; accelerated payout on CoC introduces sale-option bias .
- Governance/Control: Onex-controlled structure, absence of a Lead Independent Director, and single-trigger equity acceleration warrant discounting governance quality and potential agency risk in valuation frameworks .
- Performance pay sensitivity: 2024 annual incentive pool unfunded on Adjusted EBITDA shortfall demonstrates willingness to enforce pay-for-performance discipline, yet reliance on retention cash suggests a balancing act amid cyclical events business dynamics .
- Trading signals: Monitor Form 4s around upcoming vest dates (Jan/Mar cycles) for RSU and option tranches; watch any registration activity tied to Onex as overhang risk; confirm any CoC chatter given single-trigger structures and retention acceleration .