Marc Greenberg
About Marc Greenberg
Marc Greenberg, age 48, serves as General Counsel & Secretary of Helios Technologies and has been an executive officer since January 4, 2022; he joined in January 2021 as Associate General Counsel. He holds a B.A. in Economics from Muhlenberg College, a J.D. from Nova Southeastern University, and an MBA from Louisiana State University, with prior roles at Diversified Maintenance Systems (General Counsel), Welbilt (Associate General Counsel), and earlier legal and corporate positions in NY/NJ, Newmark Group, and Computershare. Corporate performance metrics underpinning executive pay for 2024 included Adjusted EBITDA margin of 19.2% (at target), Revenue growth of -3.6% (zero payout), and Adjusted Free Cash Flow margin of 11.8% (above target), with the Company highlighting record cash flow from operations of $122.1M and a $75.3M debt reduction amid challenging end markets. These results drove a 79% payout on corporate STI for 2024, and the Company added a relative TSR modifier to its 2025 LTI program to better align pay with shareholder returns.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Diversified Maintenance Systems, LLC | General Counsel | 2019–2021 | Legal leadership for national facilities maintenance services company; corporate governance and risk oversight. |
| Welbilt (NYSE: WBT) | Associate General Counsel | 2016–2019 | Supported a global commercial foodservice equipment manufacturer; M&A and compliance support. |
| Law practice (NY/NJ) | Litigation Attorney | ~7 years | Complex litigation experience; dispute resolution and risk management. |
| Newmark Group, Inc. | Commercial Real Estate Agent | 1998 | Transactional experience and market analysis early career. |
| Computershare Trust Company | Corporate Specialist | 2001 | Corporate services operations and compliance. |
Fixed Compensation
Multi-year disclosed compensation for Marc Greenberg:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 290,000 | 330,000 | 400,000 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | 201,325 | 494,384 | 630,765 |
| Option Awards ($) | 113,147 | — | 89,994 |
| Non-Equity Incentive (STI) ($) | 100,050 | 59,400 | 189,600 |
| All Other Compensation ($) | 5,689 | 9,900 | 46,125 |
| Total ($) | 710,211 | 893,684 | 1,356,484 |
Key fixed-pay elements (2024): Salary increased to $400,000; perquisites included executive health concierge services and financial/tax planning ($25,425) plus retirement contributions ($20,700).
Performance Compensation
Short-Term Incentive (2024)
Corporate STI design and outcome for NEOs (including Greenberg):
| Metric (Weight) | Threshold (0%) | Target (100%) | Maximum (200%) | Actual 2024 | Payout % |
|---|---|---|---|---|---|
| Adjusted EBITDA Margin (40%) | 18.8% | 19.2% | 21.0% | 19.2% | 100% |
| Revenue Growth (30%) | 1.0% | 5.0% | 10.0% | -3.6% | 0% |
| Adjusted Free Cash Flow Margin (20%) | 8.5% | 10.5% | 14.0% | 11.8% | 143% |
| Personal Goals (10%) | — | — | — | — | 100% |
| Overall Corporate STI Payout | — | — | — | — | 79% |
| Greenberg STI Target ($) | — | 240,000 | 480,000 | — | — |
| Greenberg STI Paid ($) | — | — | — | — | 189,600 |
STI targets for Greenberg: 60% of base salary; payout uses linear interpolation between achievement levels.
Long-Term Incentive (2024 grant structure)
| Component | Weight | Metrics | Performance Period | Payout Range | Vesting |
|---|---|---|---|---|---|
| Performance RSUs | 50% | Adjusted EBITDA Margin (50%), Adjusted EPS (50%) | FY2024–FY2026 | 0–200% of target | Cliff at 3 years |
| Time-vested RSUs | 50% | Time-based | 3-year schedule | N/A | Ratable annual vesting |
2024 LTI grants to Greenberg: 5,156 time-based RSUs and 5,156 performance RSUs (plus special retention RSUs and options; see Vesting Schedules below).
2022–2024 PSU outcome (Greenberg/corporate): Both EBITDA margin and Adjusted EPS tranches paid 0% given results below thresholds; overall payout 0%.
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Item | Value |
|---|---|
| Shares beneficially owned (as of April 9, 2025) | 7,276 |
| Shares outstanding (as of April 9, 2025) | 33,331,814 |
| Ownership % of outstanding | 0.0218% (7,276/33,331,814) |
| Stock ownership guideline | 2x salary; status: Met Guidelines |
| Hedging/Pledging | Prohibited for directors/officers under Insider Trading Policy |
| Margin obligations | None disclosed for executive officers/directors as of filing |
| Clawback policy | Adopted 2023; 3-year recovery for incentive comp upon restatement, not conditioned on fault (limited exceptions per SEC/NYSE) |
Vested vs. Unvested and Option Status (as of Dec 28, 2024)
| Category | Count / Details |
|---|---|
| Unvested time-based RSUs | 8,919 units; MV $401,177 |
| Unvested performance RSUs | 8,062 target units; MV $362,629; each tranche up to 200% |
| Options exercisable | 1,333 at $50.60 exp. 10/01/2032 |
| Options unexercisable (2032 grant) | 2,667 at $50.60; vest tied to stock price thresholds (50% at $80, 100% at $90) |
| Options unexercisable (2024 grant) | 5,342 at $40.13 exp. 09/11/2034; vest on 09/11/2027 |
Vesting Schedules (specific dates and amounts)
Time-based RSUs scheduled to vest for Greenberg:
- Jan 3, 2025: 2,048; Jan 6, 2025: 969; Sep 11, 2025: 748; Jan 3, 2026: 1,719; Jan 6, 2026: 969; Sep 11, 2026: 747; Jan 3, 2027: 1,719.
Performance RSUs scheduled (subject to 0–200% vesting):
- Mar 15, 2026: 2,906 target units; Mar 15, 2027: 5,156 target units.
Special retention grants in 2024:
- Jan 3, 2024: 3,320 RSUs, ninety-day vesting (grant-date price $42.32); Sep 11, 2024: 1,495 RSUs (two-year, equal tranches); Sep 11, 2024: 5,342 stock options (vest at year 3; exp. 09/11/2034).
2024 vesting/realization:
- Shares vested: 7,799; value realized $336,132.
Insider selling pressure indicators: Multiple RSU vesting dates in 2025–2027 and option vesting in 2027 could create episodic supply; hedging and pledging are prohibited, and stock ownership guidelines are met, mitigating misalignment risk.
Employment Terms
Severance (not in connection with Change in Control)
| Provision | Term |
|---|---|
| Cash severance | 12 months of base salary |
| Bonus | Payment equal to target value of current-year STI at grant |
| Benefits | Company-paid medical benefits for 12 months |
| Conditions | General release; 12-month compliance with restrictive covenants |
Change-in-Control (Continuity Agreement; double-trigger)
| Provision | Term |
|---|---|
| Cash severance | Lump sum equal to 2x annual salary plus cash value of current-year STI at grant |
| Equity | Immediate vesting of all stock options/RSUs; extended exercise period for options |
| Benefits | Company-paid medical benefits for 24 months |
| Conditions | General release; restrictive covenants during 24 months post-termination |
Other policies: No tax gross-ups; anti-hedging/pledging; compensation clawback applicable to executives.
Compensation Structure Analysis
- 2024 pay mix shifts show higher at-risk pay: Stock awards rose to $630,765 (from $494,384 in 2023), options reintroduced at $89,994, and STI rose to $189,600 with a 79% corporate payout, reflecting stronger cash generation despite revenue softness.
- Performance alignment: Corporate STI paid 79% with EBITDA at target and FCF above target while revenue declined; 2022–2024 PSUs for corporate paid 0%, indicating rigorous multi-year hurdles.
- Retention actions: Two 2024 retention grants (short-vesting RSUs and two-year RSUs plus three-year options) were deployed across NEOs to stabilize leadership during CEO transition.
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support was ~63%, prompting engagement with investors representing ~55% of combined votes and resulting in enhanced disclosure and the addition of a relative TSR modifier to 2025 LTI.
Performance & Track Record
- 2024 outcomes included record cash from operations of $122.1M, $75.3M debt reduction, and 27 consecutive years of dividends, alongside margin expansion despite pressured end markets—all reflected in STI and LTI frameworks.
Equity Ownership & Alignment Risks
- Pledging and hedging are prohibited; no margin obligations; stock ownership guidelines met—reducing misalignment and leverage risks.
- Upcoming RSU and option vesting dates could create selling windows; insiders are subject to trading policies and blackout periods.
Compensation Peer Group (Benchmarking context)
- Mercer’s 2024 review used an industrial machinery peer set (e.g., Watts Water, RBC Bearings, ESCO Technologies, Franklin Electric, Kadant, etc.) with HLIO positioned ~48th percentile on revenue and ~45th percentile on market cap at the time of assessment.
Investment Implications
- Alignment: Greenberg meets ownership guidelines, is subject to clawback and anti-hedging/pledging, and faces stringent LTI metrics—positive for pay-for-performance integrity.
- Near-term supply: RSU vesting cadence (2025–2027) and 2027 option vesting may create episodic insider selling capacity; monitor Form 4s around vest dates and trading windows.
- Governance and risk: 2024 PSU zero payout at corporate and addition of rTSR in 2025 suggest tightening linkage to shareholder returns amid prior say-on-pay concerns (~63% support).
- Company execution backdrop: Strong cash generation and deleveraging in 2024 underpin compensation payouts; continued margin discipline is key given revenue headwinds disclosed.