Frank Renda
About Frank Renda
Frank S. Renda is President and Chief Executive Officer of Southland Holdings, Inc. (SLND) and serves on the Board of Directors; in 2025 he is also acting interim Chairman, with no lead independent director designated . He has nearly 30 years of construction industry experience and ~21 years leading Southland, combining operational depth and M&A expertise to scale the business to roughly $1B in annual revenues across North America; he holds a Bachelor of Business Administration from Texas Tech University . He was 47 years old as of December 31, 2023 and is identified as the principal executive officer in SEC certifications . As of April 24, 2025, Mr. Renda beneficially owned 27,811,703 shares (51.5%), making SLND a “controlled company” under NYSE rules, though the company states it is currently not using controlled-company exemptions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Southland Holdings (pre-listing group) | Chief Executive Officer | ~2004–present (approx. 21 years as of 2025) | Led growth to ~$1B annual revenue via operations and M&A expansion across North America . |
| Southland Holdings, Inc. | President & CEO; Director (Class III in 2024 proxy) | Since Business Combination (Feb 2023)–present | Principal executive officer guiding short- and long-term goals; board-level leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No additional public company directorships disclosed for Mr. Renda in 2024–2025 proxies . |
Fixed Compensation
- Base salary moved from $650,000 (employment agreement initial level; 2023 narrative base) to $750,000 (2024 employment agreement initial level; Board approved increases June 2024) .
- Car allowance $16,500 in 2024; 401(k) company match $10,625 in 2024 .
| Year | Salary ($) | Cash Bonus ($) | Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 700,000 | 280,000 | 76,182 | 2,579,472 |
| 2023 | 596,600 | 207,000 | 98,351 | 901,951 |
Notes:
- Annual base salary disclosed for 2024: $750,000 (not fully reflected in 2024 SCT due to timing) .
- 2023 annual base salary set at $650,000 (proration explains SCT difference) .
Performance Compensation
- Annual cash bonus is discretionary, not formula-based; 2024 CEO bonus was 37.3% of base salary ($280,000) and 2023 was 31.8% ($207,000) .
- Long-term equity uses RSUs (time-based) and PSUs (performance-based). 2024 PSU program measures Adjusted EBITDA with annual tranches over 2024–2026, with 0–150% payout; the company did not achieve 2024 performance targets for 101,626 PSUs (returned to plan) .
| Incentive | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus (2024) | Discretionary | n/a | Target range: 80–200% of base salary (guideline) | Paid $280,000 (37.3%) | Cash, paid following year-end approvals |
| PSUs (2024–2026) | Adjusted EBITDA | Not disclosed | Award level per NEO | 2024 portion below target; 101,626 PSUs forfeited across NEOs | One-third vests each FY 2024–2026 based on performance (0–150%) |
| RSUs (granted 6/25/2024) | Time-based | n/a | n/a | n/a | One-third on 6/25/2025, 6/25/2026, 6/25/2027 (service-based) |
Equity Ownership & Alignment
- Beneficial ownership (control position): 27,811,703 shares (51.5%) as of April 24, 2025; breakdown includes direct holdings and family trusts; 2024 ownership was 24,386,364 shares (50.8%) .
- Outstanding unvested awards at 12/31/2024: 166,298 RSUs and 55,433 PSUs for Mr. Renda; market value at $3.25 per share shown below .
- Options outstanding: none under equity plan as of 12/31/2024 (no options listed; plan table shows “—”) .
- Insider policies: hedging of company securities prohibited for insiders; pledging not disclosed; the company identifies as a controlled company but states it is not currently utilizing governance exemptions .
| Date | Shares Beneficially Owned | % Outstanding | Breakdown (summary) |
|---|---|---|---|
| Apr 24, 2025 | 27,811,703 | 51.5% | Includes 14,967,754 direct; 6,140,497 (Frank Renda 2015 Irrevocable Trust); 2,211,394 (Dominic Vincent Renda Trust); 2,211,394 (Madison Nicole Renda Trust); 2,211,394 (Santino Leonidas Renda Trust); 69,270 spouse . |
| Mar 19, 2024 | 24,386,364 | 50.8% | Includes 11,542,415 direct; identical trust framework as above; 69,270 spouse . |
| Unvested Awards at 12/31/2024 | Units | Market Value ($) |
|---|---|---|
| RSUs (time-based) | 166,298 | 540,469 (at $3.25/share) |
| PSUs (performance-based) | 55,433 | 180,157 (at $3.25/share) |
Additional alignment signals:
- Employment agreements restrict Mr. Renda’s ability to sell more than a specified percentage of his aggregate equity holdings per year (exact cap not disclosed) .
- Personal guarantee by Mr. Renda on draws under the Company’s $20M delayed-draw term loan (Callodine Credit Agreement amendment March 3, 2025), expanding credit access—an unusual “skin-in-the-game” indicator .
Employment Terms
| Term | Details |
|---|---|
| Employment status | At-will; annual review of salary and bonus eligibility . |
| Base salary (initials) | $750,000 (2024 agreement); prior $650,000 (2023 agreement) . |
| Target annual bonus | Targeted (not guaranteed) 80–200% of base salary . |
| Equity eligibility | Eligible for equity under 2022 Plan; 6/25/2024 RSUs and PSUs approved by Board . |
| Severance (without cause/Good Reason) | Lump sum 1x (base salary + target bonus); pro-rata annual bonus; 18 months benefits continuation or cash equivalent; immediate vesting of outstanding equity . |
| Change in Control protection | Double-trigger: 2x (base salary + target bonus) if terminated without cause or resigns for Good Reason within 2 years post-CIC, or within 6 months pre-CIC if in anticipation of CIC; plus vesting/benefits as above . |
| Restrictive covenants | Confidentiality, non-disclosure, non-solicitation; annual sale cap on equity holdings . |
| Clawback, ownership guidelines | Not specifically disclosed in proxies; insider hedging prohibited . |
Board Governance
- Roles: CEO and acting interim Chairman; no Lead Independent Director—concentration of power; Board met 4 times in 2024 with ≥75% attendance by all directors .
- Independence: SLND is a “controlled company” under NYSE rules but currently complies with full governance standards; independent directors comprise Audit, Compensation, and Nominating/Governance committees .
- Committee composition (2024):
- Audit: Chair Izzy Martins; members Greg Monahan, Kyle Burtnett; all “audit committee financial experts” .
- Compensation: Chair Kyle Burtnett; members Izzy Martins, Greg Monahan; independent; retained Meridian in 2024 for benchmarking and LTI design .
- Nominating & Governance: Chair Mario Ramirez; member Greg Monahan; independent .
- Director pay: Employee directors (including Mr. Renda) received no director compensation; non-employee director program increased mid-2024 and added RSU grants .
- Board classification: Proposal in 2025 proxy to declassify the Board via charter/bylaw amendments (subject to stockholder approval) .
Related Party Transactions and Red Flags
- Real estate sale-leaseback (July 2024): $42.5M transaction; Mr. Renda and co-COO Rudy Renda hold a combined 25% indirect minority interest in the buyer; $2.0M paid to this related party in 2024 .
- Executive notes: Historic promissory notes to Mr. Renda (2016, 2018) were refinanced/rolled into a 2024 note and exchanged for common stock in Dec 2024; similar exchanges for other insiders .
- Family relationship: Frank Renda and Rudy V. Renda are first cousins .
- Personal guarantee on delayed draw credit facility (Callodine) by Mr. Renda as of March 3, 2025 .
- Policy oversight: Related-party transactions reviewed under Code and Audit Committee procedures .
Multi‑Year Compensation Summary (CEO)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Salary ($) | 299,840 | 299,840 | 596,600 | 700,000 |
| Bonus ($) | — | 200,000 | 207,000 | 280,000 |
| Stock Awards ($) | — | — | — | 1,523,290 |
| All Other Comp ($) | 7,517 | 5,558 | 98,351 | 76,182 |
| Total ($) | 307,357 | 505,398 | 901,951 | 2,579,472 |
Vesting Schedules and Potential Selling Pressure
- RSUs granted 6/25/2024 vest in equal thirds on 6/25/2025, 6/25/2026, and 6/25/2027, creating identifiable calendar-based supply events; Mr. Renda had 166,298 unvested RSUs at 12/31/2024 .
- PSUs vest one-third annually over 2024–2026 subject to Adjusted EBITDA performance (0–150%); the 2024 component did not meet target and a portion was forfeited, which reduces near-term supply but signals operational underperformance versus plan for that year .
- Employment agreements limit the fraction of aggregate equity Mr. Renda may sell in any year (cap not disclosed), muting large discretionary sales absent policy changes .
Performance & Track Record
- Scaled Southland to approximately $1B annual revenue with operations across North America through operational leadership and M&A integration .
- 2024 PSU underachievement (Adjusted EBITDA) indicates a shortfall against performance targets for that year’s tranche .
- As principal executive officer, Mr. Renda signed SOX 302/906 certifications for Q3 2025 filings .
Compensation Committee & Peer Practices
- Compensation Committee composed entirely of independent directors; retained Meridian Compensation Partners in 2024 for NEO and director benchmarking, peer group analysis, and LTIP design—indicative of evolving governance infrastructure post-business combination .
- Company-wide insider trading policy prohibits hedging by insiders; section 16 compliance represented as timely in 2024 .
Board Service History, Committees, and Dual-Role Implications
- Board Service: Director since the business combination; Class III term in 2024 proxy (expiring 2026), with 2025 proposal to declassify the Board .
- Committee Roles: Not listed as a member of Audit, Compensation, or Nominating/Governance committees, which are composed of independent directors .
- Dual-Role Considerations: CEO also serving as acting interim Chairman with no Lead Independent Director increases concentration of authority and may raise independence concerns; company asserts benefits of unified leadership and currently complies with full NYSE governance despite “controlled company” status .
Investment Implications
- Alignment: High—51.5% ownership, personal guarantee on delayed draw, and sale limitations suggest strong alignment and lower voluntary sell pressure; however, related-party transactions (sale-leaseback) and family ties warrant monitoring .
- Incentives: Increasing equity mix in 2024 (RSUs/PSUs) and defined CIC/termination terms (1x vs 2x with double trigger) balance retention and change-of-control economics; discretionary annual bonus reduces formulaic pay-for-performance linkage, partially offset by PSU EBITDA metrics .
- Governance risk: CEO-Chairman structure without a lead independent director and controlled-company dynamics concentrate influence, though committees are independent and external advisors are used; any future use of governance exemptions or additional related-party dealings could be stock overhangs .
- Execution risk: 2024 PSU forfeiture indicates EBITDA under-target for that tranche; sustained underperformance could compress LTIP value and increase retention risk; conversely, achievement of 2025–2026 targets could restore PSU realization and reduce dilution concerns .