Brett W. Johnston
Quest Resource HoldingAbout Brett W. Johnston
Brett W. Johnston (age 49) is Senior Vice President and Chief Financial Officer at Quest Resource Holding Corporation (QRHC), serving since November 2022, after senior finance and business development roles at Arcosa and Trinity Industries’ Construction Materials division . Company performance context during his tenure: cumulative TSR for $100 invested was $88 (2022), $106 (2023), and $94 (2024), while net losses widened to $(15.1) million in 2024, driven by a $5.5 million impairment on assets held for sale, higher interest costs, and acquisition-related intangible amortization . He is a named executive officer; compensation includes base salary, annual bonus eligibility, equity awards, and benefits under QRHC’s clawback, insider trading, and antipledging policies .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arcosa, Inc. (NYSE: ACA) | SVP and VP of Finance & Business Development, Construction Products Group | 2018–2022 | Led finance and BD for infrastructure products; experience across operations and strategic planning |
| Trinity Industries (pre-Arcosa spin) | VP Finance & BD; VP Operations; VP Business Development (Construction Materials division) | 2003–2018 | Roles spanning operations, finance, strategic planning, BD, sales & marketing |
External Roles
No public company directorships or outside board roles are disclosed for Mr. Johnston in QRHC’s proxy .
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 300,000 | 313,206 | Amounts earned during fiscal year |
| Annual Bonus Paid ($) | 120,000 | — | 2024 bonus not paid |
| All Other Compensation ($) | 28,161 | 35,505 | Includes company-paid health premiums, 401(k) match, auto allowance |
| Target Bonus % (CFO) | — | — | 65% of base salary for 2025 bonus plan |
Performance Compensation
Option Awards
| Grant Date | Total Options | Strike ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|
| 11/01/2022 | 25,000 (10,000 exercisable; 15,000 unexercisable as of 12/31/24) | 8.68 | 11/01/2032 | 1/5 annually on grant anniversary through 2027 |
| 05/17/2023 | 40,000 (13,333 exercisable; 26,667 unexercisable as of 12/31/24) | 5.50 | 05/17/2033 | 1/3 annually over three years |
Stock Awards (RSUs, PSUs)
| Grant Date | Type | Shares | Fair/Market Value ($) | Vesting / Performance Terms |
|---|---|---|---|---|
| 06/26/2024 | RSUs | 20,000 | 130,000 (based on $6.50 on 12/31/24) | Vests 1/3 on each of the first, second, and third anniversaries |
| 08/12/2024 | PSUs | 20,000 | 130,000 (based on $6.50 on 12/31/24) | Earned based on defined performance metrics at end of 3-year period; fully vests upon achievement |
Annual Incentive Plan (2025)
| Metric | Weighting | Target | Actual | Payout | Vesting/Settlement |
|---|---|---|---|---|---|
| 2025 CFO Bonus | Not disclosed | 65% of base salary at target | Not disclosed | Cash and/or DSUs (executive election) | Paid after audited FY results; DSUs settle upon separation |
Performance metric detail: The 2025 plan is “budget-based” with payout dependent on audited results; specific financial metric mix/weights are not disclosed .
Equity Ownership & Alignment
| Item | Amount | As-of | Notes |
|---|---|---|---|
| Beneficial Ownership – Total Shares | 72,893 | 05/29/2025 | Less than 1% of outstanding shares |
| Shares Outstanding | 20,681,818 | 05/29/2025 | Record date shares |
| Options Exercisable | 36,667 | 05/29/2025 | From 2022 and 2023 grants |
| Options Unexercisable | 15,000 (11/01/22) ; 26,667 (05/17/23) | 12/31/2024 | Vests per schedules above |
| RSUs Counted in Beneficial Ownership | 6,667 | 05/29/2025 | RSUs may be included if vest within 60 days |
| Unvested RSUs (Outstanding) | 20,000 | 12/31/2024 | 3-year pro-rata vest |
| Unvested PSUs (Outstanding) | 20,000 | 12/31/2024 | 3-year performance period |
| Ownership Guidelines (CFO) | $75,000 acquisition-price minimum | 5-year compliance window | From appointment date (Nov 2022), generally by Nov 2027 |
| Hedging/Pledging Policy | Prohibited for directors/executives (including family household) | In force | Derivative trading and pledging/margining barred |
Employment Terms
| Provision | Terms | Triggers |
|---|---|---|
| Severance (non-CIC) | 12 months base salary; pro-rata bonus for service period (Committee discretion, paid when bonuses are paid) | Termination without “good cause” or resignation for “good reason” |
| Change-in-Control (CIC) | 12 months base salary; average cash bonus of prior two fiscal years (or target bonus if <2 yrs tenure); full acceleration of unvested employee stock options and RSUs granted after agreement date | Termination without cause or resignation for good reason within 3 months before to 1 year after CIC; executive option to resign if material reductions/relocation (>50 miles) or loss of CFO status post-CIC |
| Non-Compete | 12 months post-termination | Applies regardless of reason for termination |
| Non-Solicit | 24 months post-termination | Applies regardless of reason for termination |
| Clawback Policies | 2019 Clawback (restatement or specified conduct breaches) and 2023 Dodd-Frank Clawback adopted | Applies to incentive comp (cash/equity) |
| Insider Trading | Policy in place for all directors/officers/employees | Insider trading restrictions apply |
Performance & Track Record (Company Context)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) ($) | 88 | 106 | 94 |
| Net Income (Loss) ($) | (6,047,986) | (7,291,285) | (15,063,083) |
| Key Drivers (2024) | — | — | $5.5M impairment on disposal group; higher interest costs; acquisition-related amortization |
Compensation Structure Analysis
- Year-over-year mix: 2024 cash compensation increased modestly via salary ($313,206 vs $300,000) while no bonus was paid (vs $120,000 in 2023); equity grant fair value rose to $167,000 (from $141,270), indicating greater emphasis on long-term equity in 2024 .
- Options emphasize time-based vesting, while 2024 PSUs introduce performance conditioning over three years, aligning payouts to longer-term results .
- Policies restrict hedging/pledging and include two clawbacks, reinforcing alignment and recovery mechanisms .
Investment Implications
- Alignment: Equity mix with RSUs/PSUs and option overhang ties a meaningful portion of pay to stock performance and multi-year outcomes; antipledging and clawbacks further align incentives .
- Retention vs. Selling Pressure: Unvested options/RSUs/PSUs and vesting calendars (2022–2027) create retention hooks; no pledging permitted; insider selling pressure not evident from proxy disclosures .
- Change-in-Control Economics: CIC terms include 1x salary plus bonus and broad accelerated vesting, which could incent neutrality or openness to strategic alternatives; provisions require termination under defined conditions (modified double-trigger) .
- Pay-for-Performance: 2025 bonus plan is budget-based with a 65% CFO target, and PSUs vest on three-year metrics—positive for longer-term alignment, though specific metric weights/targets are undisclosed, limiting transparency .
- Ownership: Beneficial ownership is <1%, but guideline requires $75,000 acquisition-price stake within five years; monitoring progress to guideline compliance is prudent .