Brian Bertaux
HUDSON TECHNOLOGIES INC /NYAbout Brian Bertaux
Brian J. Bertaux, age 55, has served as Vice President, Chief Financial Officer, and Secretary of Hudson Technologies since July 30, 2024. He is a CPA and Certified Treasury Professional with an MBA from the University of Maryland and a B.S. in Finance and Accounting from Frostburg State University. Prior to Hudson, he held senior finance and operating roles at Trex Company (NYSE: TREX), vonDrehle Corporation, and Brown Haven Homes. During 2024, Hudson reported net income of $24.4 million and EBITDA of $36.9 million; the company’s cumulative TSR value (from a $100 base at 12/31/19) stood at $557.14 at year-end 2024. These performance figures frame the environment he entered mid-2024.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Brown Haven Homes | Chief Financial Officer | 2023–2024 | Led finance at a custom homebuilder; joined Hudson from this role. |
| vonDrehle Corporation | Consultant; then Vice President – Finance | 2021–2022 | Finance leadership through sale to Marcal Paper in Dec 2022. |
| Trex Company, Inc. (NYSE: TREX) | Interim President, Trex Commercial Products | 2020 | Operating leadership; part of two decades at Trex. |
| Trex Company, Inc. | Senior Director, Finance & Strategy | 2017–2019 | Oversight of finance, accounting and IT; contributed to scale-up. |
| Trex Company, Inc. | Senior Director – Finance & IT | 2012–2017 | Finance and IT leadership during growth phase. |
| Trex Company, Inc. | Various finance roles | 2000–2011 | Contributed to revenue growth from $100M to $900M; market cap achieved ~$10B (company statement). |
External Roles
- None disclosed in company filings for public company directorships or committee roles.
Fixed Compensation
| Component | Terms | Details |
|---|---|---|
| Base Salary (offer terms) | $357,000 | Set at appointment on July 30, 2024 (at-will employment). |
| Target Bonus | 35% of base salary | Pro-rated target for 2024 shown as $331,667 in plan-based awards table. |
| 2024 Salary Paid | $163,731 | Reflects partial year service from July 30, 2024. |
| Sign-on Bonus | $11,000 | Payable after 30 days of employment. |
| Relocation (grossed-up) | $15,000 | Payable after one year upon relocation to New Jersey. |
Performance Compensation
Annual Incentive (Cash/Equity Bonus)
- Structure: Annual bonus pool determined primarily by achievement of company financial metrics (Benchmarks); CEO determines awards for non-CEO executives based on company results and individual performance.
- 2024 Company Outcome: $822,000 of aggregate senior management bonus pool earned.
- 2024 CFO Award: $57,000 (pro rata for partial year).
| Metric | Weighting | Target | Actual | Payout | Vesting/Payment Terms |
|---|---|---|---|---|---|
| Company financial metrics (unspecified) | Not disclosed | CFO pro‑rated target $331,667 for 2024 | Pool earned $822,000 for 2024 | CFO $57,000 (cash) | Cash bonus paid for 2024 performance |
Long-Term Incentive (Performance-Vesting Stock Options)
On March 13, 2025, Hudson approved a multi‑year equity program with performance-based cliff vesting.
| Award Type | Grant Date | Shares/Options | Exercise Price | Vesting Schedule | Performance Conditions |
|---|---|---|---|---|---|
| Stock Options (five‑year grant) | Mar 13, 2025 | 55,109 options to CFO | $5.95 | Cliff vest on Dec 31, 2027 if both conditions met | (1) EPS growth of 8% per year 2025–2027 (from $0.52 to $0.65 in 2027); and (2) HDSN stock price change exceeds the Russell 2000 over 12/31/2024–12/31/2027. |
Notes:
- No 2024 equity grant to CFO (he joined July 2024).
- Company uses options and restricted stock as long-term incentives; options generally vest immediately or over the first year unless otherwise specified (this 2025 program uses 3‑year cliff).
Equity Ownership & Alignment
| Item | As of/Terms | Details |
|---|---|---|
| Beneficial Ownership | Record date Apr 17, 2025 | CFO beneficially owned 0 shares; <1% of class. Shares outstanding: 43,975,786. |
| Vested vs. Unvested | Dec 31, 2024 snapshot | CFO had no outstanding options at YE 2024 (before Mar 2025 LTI grant). |
| New LTI Options | Mar 13, 2025 | 55,109 options at $5.95, cliff vesting 12/31/2027 subject to EPS and relative TSR; unvested as of grant. |
| Anti‑Hedging | Policy | Employees and directors prohibited from hedging (e.g., collars, options, derivatives) on company stock. |
| Clawback | Policy | Company will recoup erroneously awarded incentive compensation following a restatement under SEC/NASDAQ rules. |
| Pledging | Policy | Not disclosed in the 2025 proxy. |
Implications:
- Skin-in-the-game was minimal at the April 2025 record date, though the sizable 2025 performance-vested option grant creates forward alignment tied to EPS compounding and relative TSR outperformance. The three-year cliff vesting and dual triggers reduce near-term selling pressure.
Employment Terms
| Term | Details |
|---|---|
| Employment Status | At-will. |
| Title | Vice President, Chief Financial Officer and Secretary. |
| Contract Term/Expiration | No fixed-term employment agreement disclosed for CFO. – |
| Severance/Change of Control | No CFO-specific severance or CoC provisions disclosed; (CEO and SVP Houghton agreements summarized separately in proxy). – |
| Non-Compete/Restrictive Covenants | Not disclosed for CFO in filings. |
Investment Implications
- Pay-for-performance alignment: CFO’s 2025 option grant vests only if both EPS compounds to $0.65 in 2027 and HDSN outperforms the Russell 2000, a rigorous dual gate that ties realizable value to growth and relative shareholder returns. This suggests low agency risk and strong alignment with equity holders.
- Near-term selling pressure: With 0 beneficial ownership at the 2025 record date and no YE 2024 options outstanding, plus a 2025 grant that is unvested until end‑2027, near-term insider selling pressure from the CFO appears limited.
- Retention risk: At-will status without disclosed severance/CoC protection may elevate retention risk versus peers with formal agreements; however, performance-conditioned equity could mitigate by increasing deferred value at risk.
- Governance protections: Anti-hedging and Dodd-Frank-compliant clawback policies are in place, reducing misalignment and potential for earnings-restatement-related windfalls.