Jacob Farmer
SHYFAbout Jacob Farmer
Jacob Farmer is President, Specialty Vehicles and Fleet Vehicles & Services at The Shyft Group, promoted to lead FVS effective January 1, 2024 and to President of both SV and FVS on May 20, 2024, after serving in SV on an interim basis . In 2024, SV delivered a 19% Adjusted EBITDA margin, while Shyft reported Adjusted EBITDA of $48.8M and Free Cash Flow of $16.5M; 2022–2024 PSUs paid 0% given TSR at the 5th percentile and cumulative GAAP net income of $58.8M below threshold, underscoring pay-for-performance alignment . Say‑on‑Pay support was 97% in 2024 . Age and education were not disclosed in the proxy.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Shyft Group | President, Fleet Vehicles & Services | 2024 (from Jan 1, 2024) | Led FVS with segment AIC tied to Segment Adjusted EBITDA and MBOs . |
| The Shyft Group | President, Specialty Vehicles (interim) | 2024 (until May 20, 2024) | SV delivered 19% Adjusted EBITDA margin for full year 2024 . |
| The Shyft Group | President, SV and FVS | From May 20, 2024 | Achieved 116% of target AIC payout as segment leader; MBOs achieved at 200% . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external roles disclosed for NEOs in the CD&A; director biographies are separately provided . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $176,923 | $473,006 |
| Target Bonus % of Salary | 60% | 70% |
| Non-Equity Incentive (AIC) Paid ($) | $111,725 | $396,518 |
| Special/Other Cash Bonuses ($) | — | $100,000 promotion bonus; $291,550 partial 2024 AIC paid early for 280G mitigation |
| All Other Compensation ($) | $5,829 | $21,904 (401k match $8,115; exec life $4,479; LTD $7,247; physical $2,063) |
Base salary changes: $400,000→$450,000 (Jan 1, 2024, promotion to FVS), then $490,000 (May 20, 2024, promotion to SV & FVS) .
Performance Compensation
Annual Incentive (AIC) – 2024 Structure and Outcomes (Segment President)
| Metric | Weight | Minimum | Target | Maximum | Actual | Payout vs Target | Vesting/Payment |
|---|---|---|---|---|---|---|---|
| Company Adjusted EBITDA ($000) | 25% | $34,200 | $42,700 | $51,200 | $44,200 | 117% | Cash paid Mar 2025 (partial paid Dec 31, 2024 for 280G mitigation) |
| Company Free Cash Flow Conversion (%) | 25% | 56% | 70% | 84% | 56% (adjusted to exclude factors outside management’s control) | 80% | Cash |
| Segment Adjusted EBITDA ($000) | 30% | $85,900 | $107,400 | $128,900 | $94,000 | 88% | Cash |
| MBOs | 20% | 0% | 100% | 200% | 200% (leadership of SV/FVS, safety, segment performance) | 200% | Cash |
| Financial Objectives Factor | — | — | — | — | — | 76% | — |
| Total AIC Multiplier | — | — | — | — | — | 116% | — |
Long-Term Incentives (LTIC) – Grants and Design
| Component | 2024 Target LTIC Value | Grant Date | Shares Granted | Terms |
|---|---|---|---|---|
| PSUs (60% of LTIC) | $607,500 (135% of base salary) | Mar 29, 2024 | 32,987 | 3-year performance (2024–2026); 60% Relative TSR vs comparator; 40% Cumulative GAAP Net Income ($36.6M threshold; $52.2M target; $62.7M max) . |
| RSUs (40% of LTIC) | $607,500 (shared with PSUs) | Mar 29, 2024 | 21,991 | Vests ratably over 3 years; dividend equivalents paid upon vesting . |
| Promotion RSU | $197,750 | Feb 1, 2024 | 17,672 | 3-year ratable vesting . |
| Retention Restricted Stock (RSA) | $1,876,897 | Dec 31, 2024 | 159,872 | Portion vested immediately equal to taxes; remainder vests ratably over 3 years from merger closing; Section 83(b) election made . |
PSU performance history: 2022 PSU awards paid 0% (TSR 5th percentile; cumulative GAAP net income $58.8M below threshold) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (Shares) | 103,889 |
| Shares Outstanding (Record Date) | 34,932,272 |
| Ownership % of Outstanding | ~0.30% (103,889 / 34,932,272) |
| Unvested RSUs/RSA (Dec 31, 2024) | 121,514 shares; market value $1,426,574 at $11.74 |
| Unearned PSUs (Forecasted) | 46,182 shares; market value $542,177 at $11.74 |
| Stock Ownership Guidelines | 3× annual base salary for NEOs; all continuing NEOs compliant as of Dec 31, 2024 |
| Hedging / Pledging | Prohibited for executives and directors |
Upcoming Vesting Schedule (Selected)
| Vesting Date | Shares (RSUs/RSA) |
|---|---|
| 2/1/2026 | 5,891 |
| 3/29/2026 | 7,330 |
| 6/30/2026 | 30,056 |
| 7/31/2026 | 4,904 |
| 2/1/2027 | 5,891 |
| 3/29/2027 | 7,331 |
| 6/30/2027 | 30,056 |
| 6/30/2028 | 30,055 |
Note: 18,124 RSUs scheduled for 2025 were accelerated to Dec 18, 2024 for 280G mitigation .
Employment Terms
| Provision | Without Cause Termination | Change in Control + Good Reason/Without Cause (Double Trigger) |
|---|---|---|
| Cash Severance | 12 months base salary | 2× annual salary + 2× target annual cash incentive |
| Annual Bonus | Pro rata target bonus for year (subject to AIC threshold) | Pro rata target bonus for year |
| Equity | RSUs vest; PSUs prorated continue to vest based on actual performance and original schedule | All unvested RSUs/RSA vest; PSUs settle at target |
| Benefits | COBRA contribution during severance period (up to 12 months); outplacement 12 months | COBRA contribution 24 months |
| Restrictive Covenants | Non‑compete/non‑solicit/confidentiality required to receive severance (duration tied to salary continuation period) | Same |
Potential payments (hypothetical, as of Dec 31, 2024):
- Change in Control + Good Reason/Without Cause: Total $3,887,542 (vesting of equity $1,813,842; severance $980,000; annual incentive cash $1,029,000; COBRA/outplacement $64,700) .
- Termination Without Cause: Total $2,491,788 (vesting of equity $1,607,288; severance $490,000; annual incentive cash $343,000; COBRA/outplacement $51,500) .
Merger-related retention and tax-mitigation actions:
- Cash retention award: $1,600,000, payable at merger closing; clawback if resignation without Good Reason or termination for Cause within 12 months post-closing or if merger not consummated by Dec 31, 2025 .
- Retention RSA: $1,876,897 (159,872 shares), Section 83(b) election; portion vested immediately equal to taxes; remainder vests over three years from merger closing .
- Early payment of 2024 AIC portion: $291,550 paid Dec 31, 2024 (approx. 85% of target) for 280G mitigation .
- Accelerated vesting of certain RSUs originally vesting in 2025 (18,124 shares) for tax mitigation .
Clawback: SEC/Nasdaq‑compliant mandatory recoupment for restatements plus supplemental misconduct/detrimental activity clawback; dividends deferred on unearned equity; hedging/pledging prohibited .
Investment Implications
- Strong pay-for-performance linkage: 2022–2024 PSUs paid 0% on both TSR (5th percentile) and GAAP net income, indicating robust downside alignment; 2024 AIC paid 116% on balanced corporate/segment metrics with committee adjustments to FCF conversion reflecting items outside management’s control .
- Retention lock-in around merger: $1.6M cash retention and $1.88M RSAs with vesting tied to merger closing and three-year schedule, plus Section 83(b) elections; high retention value reduces near-term departure risk but creates future share supply upon vesting and raises pay optics if merger timing changes .
- Ownership alignment: ~0.30% beneficial ownership, significant unvested equity (121,514 RSUs/RSA; 46,182 PSUs), and compliance with 3× salary stock ownership guidelines support alignment; anti-hedging/pledging reduces misalignment risk .
- Upcoming vesting cadence: Multiple large RSU/RSA tranches vest through 2026–2028; monitor Form 4s for net share settlements or sales around vest dates for potential technical selling pressure .
- Severance/change-in-control economics: Double‑trigger benefits are standard market (2× cash + equity at target), minimizing single‑trigger windfalls; non‑compete and clawbacks provide downside protection .
Key performance context: SV delivered 19% Adjusted EBITDA margin; company Adjusted EBITDA $48.8M and FCF $16.5M in 2024 amid merger execution and operational initiatives .