Rudy Renda
Co-Chief Operating Officer and Executive Vice President - Strategy and Special Projects at Southland Holdings
Executive
Board
About Rudy Renda
Rudy V. Renda is Executive Vice President and Chief Operating Officer, Strategy and Special Projects at Southland and was appointed to the Board as a Class II director on March 26, 2025. He is 47 and earned his undergraduate degree from Texas Tech University . He combines nearly 30 years of construction experience at Southland, leading contract administration, compliance, resource management, partnering strategies, customer relationships, and coordination across subsidiaries . Company performance context: FY2024 revenue fell to $980.2 million from $1,160.4 million in FY2023 and Adjusted EBITDA declined from $1.98 million in FY2023 to $(100.44) million in FY2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Southland Holdings, Inc. | Executive Vice President & Chief Operating Officer, Strategy and Special Projects | Since business combination (Feb 2023) | Oversaw plant and conveyance projects; completion of complex U.S. projects; cross-subsidiary coordination |
| Southland LLC (pre-merger) | Executive Vice President & Co-Chief Operating Officer – Strategy and Special Projects | Not disclosed (held prior to Feb 2023) | Leadership across major infrastructure projects and operations at legacy Southland entities |
External Roles
None disclosed in company filings reviewed.
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2024 | 500,000 | Board approved market adjustments in June 2024; annual base salaries listed (CEO $750k; EVP/COO Winn $500k; EVP/COO Renda $500k) |
| 2023 | 463,907 | Prorated; employment agreement initial base salary $500,000 |
Other fixed compensation (2024):
- Car allowance and reimbursed personal expenses: $78,212
- 401(k) company-matching contributions: $13,800
- Total “All other compensation”: $92,012
Employment Agreement targets:
- Annual cash performance bonus targeted 80%–200% of base salary (not guaranteed) .
Performance Compensation
Annual cash bonus (discretionary):
| Year | Bonus ($) | % of Base Salary |
|---|---|---|
| 2024 | 225,000 | 45.0% |
| 2023 | 292,000 | 58.4% |
Long-Term Incentive Plan (LTIP) design (approved June 25, 2024):
- STIP (Short-Term Incentive Plan): cash target 75%–100% of base; 70% based on performance metrics and 30% discretionary; payout range 0%–165% of target .
- LTIP equity target 85%–200% of base; split 50% RSUs (time-based) and 50% PSUs (performance-based on Adjusted EBITDA) .
Incentive grant details (June 25, 2024):
| Instrument | Grant Date | Target/Units | Vesting | Fair Value / Basis |
|---|---|---|---|---|
| RSUs | 2024-06-25 | 47,118 units | 1/3 on 2025-06-25; 1/3 on 2026-06-25; 1/3 on 2027-06-25 (continued employment) | Time-based equity under 2022 Plan |
| PSUs | 2024-06-25 | 47,118 target units | One-third per FY2024–FY2026; vesting contingent on annual Adjusted EBITDA goals; 0%–150% payout; certified post-year (“Certification Date”) | Performance-based equity under 2022 Plan |
FY2024 PSU performance:
- FY2024 performance targets not achieved for 101,626 PSUs (aggregate returned to plan) .
Multi-Year Compensation Summary (NEO table entries)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 463,907 | 500,000 |
| Bonus ($) | 292,000 | 225,000 |
| Stock Awards ($) | — | 431,601 |
| All Other Compensation ($) | 33,189 | 92,012 |
| Total ($) | 789,096 | 1,248,613 |
Equity Ownership & Alignment
Beneficial ownership:
| Metric | As of 2024-03-19 | As of 2025-04-24 |
|---|---|---|
| Shares owned | 6,981,196 | 9,212,257 |
| Ownership % of outstanding | 14.6% (47,943,861 shares O/S) | 17.1% (53,996,404 shares O/S) |
Breakdown (as of 2025-04-24):
- Direct: 6,092,998 shares
- Trusts: 1,560,155 (Rudolph V. Renda, Jr. 2015), 744,829 (Angelo Joseph Renda Trust), 744,829 (Lola Sofia Renda Trust), 69,446 (Christy Lee Renda 2015 Irrevocable Trust); beneficial ownership disclaimed except to extent of pecuniary interest .
Outstanding unvested awards at FY2024 year-end:
| Instrument | Units Unvested | Market Value ($, at $3.25/sh) |
|---|---|---|
| RSUs | 47,118 | 153,134 |
| PSUs (at target, subject to performance) | 15,706 | 51,045 |
Alignment/Restrictions:
- Employment agreements restrict ability to sell more than a certain percentage of aggregate equity holdings per calendar year (reduces insider selling pressure) .
- Exchange of related-party notes for equity: on December 27, 2024, issued 2,215,664 shares to Renda in full satisfaction of multiple promissory notes (details below) .
Pledging/Hedging:
- No pledging of SLND common stock disclosed in reviewed filings.
Ownership guidelines:
- Not disclosed.
Employment Terms
Key terms from Employment Agreements (Renda):
- At-will employment; annual base salary initially $500,000; annual bonus targeted 80%–200% of base (not guaranteed); eligible for equity grants; benefit participation .
- Restrictive covenants: confidentiality, non-disclosure, non-solicitation; sale limits on equity per year .
- Termination without cause / Good Reason: 1x base salary + target annual bonus (lump sum at ~60 days), pro rata bonus, accrued benefits; immediate vesting of outstanding equity; continued benefits for 18 months or cash equivalent if plan coverage not permitted .
- Change-in-control severance (double-trigger or qualifying pre-CIC termination): 2x base salary + target annual bonus (lump sum at ~60 days), plus other Section 10(d) benefits .
- Definitions of Good Reason and Pro Rata Bonus included in the 8-K employment agreement exhibits .
Performance & Track Record
Company operating metrics:
- Revenue: $1,160.4 million (FY2023) to $980.2 million (FY2024), down 15.5% .
- Adjusted EBITDA: $1.98 million (FY2023) to $(100.44) million (FY2024) .
- Segment gross profit deterioration in FY2024 (Civil down to 5.2% margin; Transportation to −12.1% margin) driven by project delays and material cost increases .
Achievements/initiatives:
- Oversight of complex plant and conveyance projects and cross-subsidiary coordination; biographies emphasize execution across major infrastructure segments .
Board Governance
Board service:
- Appointed Class II director on March 26, 2025; recommended by Nominating & Corporate Governance Committee .
- No changes to compensatory arrangements and will not participate in director compensation program (as an executive director) .
Committee roles and independence:
- 2024 committee membership comprised of independent directors; Audit Chair: Izzy Martins; Compensation Chair: Kyle Burtnett; Nominating & Governance Chair: Mario Ramirez; Greg Monahan sits on all three .
- Renda is an executive officer and not identified as an independent director; Board notes independent directors per NYSE American .
- Acting interim Chairman in 2024: Frank Renda (CEO), highlighting dual-role concentration at the top .
Attendance:
- In 2023, Board met 4 times; each director attended ≥75% of Board and committee meetings during service .
Board structure:
- 2025 proxy proposes declassification (annual elections) .
Family relationships:
- Rudy Renda and CEO Frank S. Renda are first cousins (potential independence/perception considerations) .
Director Compensation
Non-employee director program (2023):
- Cash retainer: $15,000 annualized ($7,500 paid in 2023); RSU grant: 7,174 RSUs (grant date fair value $42,614) .
- Renda received no board compensation and only officer compensation; will not participate in director program going forward .
Related Party Transactions
- Promissory notes exchanged for equity (Dec 2024): Company exchanged remaining balances and accrued interest of Renda-related notes for common stock (aggregate 2,215,664 shares issued to Rudy Renda). The notes included: (i) $3,065,116.48 (note dated Oct 31, 2016), (ii) $2,283,139.54 (note dated Feb 14, 2023), and (iii) $2,251,479.07 (note dated Mar 15, 2024) .
- Historical notes: 2016 Rudy Renda Note ($2.8m, 1.29% interest, secured by Oscar Renda Contracting ownership interests) and 2018 Rudy Renda Note ($1.2m, long-term AFR; refinanced into March 15, 2024 note at 7% interest; all exchanged for stock in Dec 2024) .
- Real estate sale-leaseback (July 2024): Company sold three properties for $42.5m and leased back; Frank and Rudy Renda hold combined 25% indirect minority interest in the purchasing entity; Company paid $2.0m to this related party in 2024 .
- Family relationship: Rudy and Frank are first cousins .
Vesting Schedules and Insider Selling Pressure
- RSU vesting: equal tranches on 2025-06-25, 2026-06-25, 2027-06-25 (continued employment) .
- PSU vesting: one-third each fiscal year over FY2024–FY2026, contingent on Adjusted EBITDA goals; vesting certified post-year .
- Equity sale restrictions: Employment agreements restrict executives from selling more than a specified percentage of aggregate holdings annually, reducing forced selling/overhang risk .
- Section 16 filing timeliness: one late Form 4 in 2023 for Renda (earnout shares) .
Compensation Structure Analysis
- Increase in equity grants in 2024: RSUs and PSUs granted June 25, 2024 (target equity 85%–200% of base; move to mix of time-based RSUs and PSUs) .
- Cash bonuses characterized as discretionary and not tied to specific milestones in 2024 proxy despite STIP performance design disclosed in 8-K; FY2024 discretionary bonus paid (45% of base) amid negative Adjusted EBITDA, indicating potential pay-for-performance misalignment .
- Use of independent comp consultant: Meridian engaged in 2024; peer group analysis and award design support . Conflicts of interest assessed with no conflicts found .
- Severance economics: 1x salary+target bonus for termination without cause/Good Reason; 2x upon qualifying change-in-control with immediate equity vesting—could create sale incentives if performance pressures persist .
Compensation & Incentives Details
| Element | Target/Structure | Metric/Weighting | Actual FY2024 | Payout/Vesting |
|---|---|---|---|---|
| Base Salary | $500,000 | N/A | $500,000 | Salary paid |
| STIP Bonus | 75%–100% of base target; payout 0%–165% | 70% metrics / 30% discretionary | $225,000 | Paid; characterized as discretionary |
| RSUs | 47,118 units granted 2024-06-25 | Time-based | Unvested 47,118 | Vest 1/3 on 2025-06-25, 2026-06-25, 2027-06-25 |
| PSUs | 47,118 target units granted 2024-06-25 | Adjusted EBITDA; 0%–150% payout | One-third tranche for FY2024 not achieved in aggregate (101,626 PSUs for NEOs returned) | Vest post Certification Date each year |
Equity Ownership & Alignment Details
| Category | Detail |
|---|---|
| Beneficial ownership (2025) | 9,212,257 shares; 17.1% of 53,996,404 shares outstanding |
| Composition | 6,092,998 direct; trusts hold remaining as detailed; beneficial ownership disclaimed for certain trusts |
| Outstanding awards | RSUs 47,118 unvested ($153,134); PSUs 15,706 target unvested ($51,045) at $3.25/share |
| Sale restrictions | Annual sale cap in employment agreements |
| Pledging/Hedging | Not disclosed |
Employment Contracts, Severance & Change-of-Control
| Provision | Terms |
|---|---|
| Bonus target | 80%–200% of base; reviewed annually; not guaranteed |
| Termination (without cause / Good Reason) | 1x salary + target bonus (lump sum ~60 days); pro rata bonus; immediate equity vesting; 18 months benefits or cash equivalent; accrued benefits |
| Change-in-control | 2x salary + target bonus (double-trigger or qualifying pre-CIC term); otherwise as above |
| Covenants | Confidentiality, non-disclosure, non-solicitation; annual equity sale limits |
Board Service History and Dual-Role Implications
- Board service: Appointed March 26, 2025 as Class II director; fills vacant seat; remains an executive officer; no director compensation participation .
- Committee roles: None disclosed for Renda; standing committees led by independent directors (Audit: Martins; Compensation: Burtnett; N&G: Ramirez; Monahan on all) .
- Independence concerns: Executive serving on Board; first-cousin relationship with CEO Frank Renda; potential influence on governance though committees are independent; acting interim Chairman role held by CEO in 2024 .
Risk Indicators & Red Flags
- Pay-for-performance: Discretionary bonuses paid despite negative FY2024 Adjusted EBITDA; FY2024 PSUs not meeting targets .
- Related party transactions: Real estate sale-leaseback with combined 25% indirect interest; $2.0m paid to related party; multiple notes exchanged for stock .
- Family relationship: Executive and director is first cousin of CEO .
- Section 16 compliance: One late Form 4 in 2023 for earnout shares .
Compensation Peer Group & Consultant
- Meridian Compensation Partners retained in 2024; assisted with peer groups, share-based award design, and benchmarking; Board concluded no conflicts of interest in the engagement .
- Specific peer group composition not disclosed in reviewed filings.
Say-on-Pay & Shareholder Feedback
- Not disclosed in reviewed filings.
Investment Implications
- Alignment: Very high insider ownership (17.1%) suggests strong economic alignment; annual sale limits reduce near-term selling pressure .
- Incentives vs performance: Introduction of PSUs tied to Adjusted EBITDA is positive, but FY2024 payout failure and discretionary cash bonuses amid negative Adjusted EBITDA may signal pay-performance tension .
- Event risk: Change-in-control terms (2x cash + accelerated vesting) could create incentives to pursue strategic alternatives if operating pressure persists; immediate vesting also increases potential dilution/overhang in a separation scenario .
- Governance: Executive-director status and family ties to CEO present independence optics; independent committees and non-participation in director pay partially mitigate, but related-party real estate deal elevates conflict risk .
- Execution risk: FY2024 margin compression and negative Adjusted EBITDA underscore project execution and cost control risks, which directly influence PSU outcomes and cash STIP metrics .