Tim Winn
About Tim Winn
Executive Vice President and Co-Chief Operating Officer of Southland Holdings since the February 14, 2023 business combination; age 48; BBA in Finance and Economics, Texas Tech University. He has ~30 years of technical infrastructure execution experience at Southland across bridge, marine, tunneling, structural and emergency infrastructure, and has integrated strategic acquisitions to strengthen operations . Company performance during his tenure shows revenue declined and EBITDA turned negative amid project delays and cost inflation; bonuses for NEOs remained discretionary .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($USD Thousands) | $1,160,417 | $980,179 |
| EBITDA ($USD Thousands, non-GAAP) | $21,077 | $(100,438) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Southland Holdings and subsidiaries | EVP & Co-Chief Operating Officer | Feb 2023–present | Led execution of complex bridge, marine, tunneling, structural, and emergency infrastructure projects; integrated acquisitions to strengthen operational capabilities |
| Southland Holdings | Various leadership roles | ~30 years | Technical project execution across multiple infrastructure segments |
External Roles
No public external roles or other public company board positions disclosed for Mr. Winn .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary | $463,907 | $500,000 |
| Car Allowance | $17,700 | $17,700 |
| 401(k) Company-Matching Contributions | $11,600 | $13,800 |
| Reimbursement of Personal Expenses | $190,986 | $221,934 |
| All Other Compensation (Total) | $202,586 | $235,734 |
Notes:
- 2024 annualized base salaries approved in June 2024: Mr. Winn $500,000 .
- All NEOs eligible for health/welfare plans similar to other employees .
Performance Compensation
Summary Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Discretionary Bonus | $292,000 | $207,000 |
| Stock Awards (Grant-Date Fair Value) | $— | $431,601 |
| Total Compensation | $958,493 | $1,374,335 |
Annual Cash Bonus Detail
| Year | % of Base Salary | Bonus Amount |
|---|---|---|
| 2023 | 62.9% | $292,000 |
| 2024 | 41.4% | $207,000 |
- Bonuses are discretionary and not based on specific performance milestones or financial achievements; CEO and Compensation Committee approve payouts .
RSU Awards (Time-Based)
| Attribute | Detail |
|---|---|
| Grant Date | June 25, 2024 |
| Unvested RSUs at 12/31/2024 | 47,118; market value $153,134 using $3.25 closing price |
| Vesting Schedule | One-third on June 25, 2025; one-third on June 25, 2026; one-third on June 25, 2027 |
PSU Awards (Performance-Based)
| Attribute | Detail |
|---|---|
| Unvested PSUs at 12/31/2024 | 15,706; market value $51,045 using $3.25 closing price |
| Performance Period | FY 2024–FY 2026; one-third subject to vest each fiscal year |
| Performance Metric | Adjusted EBITDA |
| Payout Range | 0%–150% of awarded PSUs |
| 2024 Outcome | Company did not achieve performance targets for 101,626 PSUs (returned to plan) |
Performance Compensation Metrics Matrix
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Discretionary (no specific milestones) | Not applicable | Not applicable | 2023: $292,000; 2024: $207,000 | N/A |
| PSUs | Adjusted EBITDA | Not disclosed | Not disclosed | 2024 company-level PSUs partially forfeited (101,626) | 1/3 each year FY 2024–FY 2026 |
Equity Ownership & Alignment
| Ownership (as of 4/24/2025) | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Total Beneficial Ownership | 3,582,070 | 6.6% | Significant insider ownership; indicates alignment |
| Directly Held | 1,906,207 | — | Held in Mr. Winn’s name |
| 2024 Irrevocable Trusts (children) | 1,675,863 | — | Beneficially owned via certain trusts |
Vested vs Unvested (as of 12/31/2024):
- Unvested RSUs: 47,118; market value $153,134 .
- Unvested PSUs: 15,706; market value $51,045 .
Policies and Red Flags:
- Anti-hedging: Hedging transactions prohibited for directors and officers .
- Pledging: No pledging disclosed.
- Insider liquidity: Employment agreements restrict selling more than a certain percentage of total aggregate holdings in any calendar year .
Related Party and Financing:
- 2024 Tim Winn Note: $0.5 million unsecured note at 7% (matures 3/15/2027); exchanged for common stock in Dec 2024, alleviating debt and increasing equity stake .
Employment Terms
| Term | Provision |
|---|---|
| Employment Status | At-will; eligible for annual base salary reviews and cash performance bonus |
| Base Salary (initial per agreement) | $500,000 |
| Target Bonus Range | 80%–200% of base salary (targeted, not guaranteed) |
| Equity Eligibility | Eligible under Company equity plans |
| Sale Restrictions | Limits on % of total aggregate equity holdings that can be sold each calendar year |
| Restrictive Covenants | Confidentiality, non-disclosure, non-solicitation |
| Severance (Without Cause / Good Reason) | Lump sum = 1× (base + target bonus); pro-rata current year bonus; immediate vesting of all outstanding equity; 18 months continued benefits or cash equivalent on after-tax basis; payment of any unpaid signing bonus/deferred comp |
| Change-in-Control (Double Trigger or certain pre-CIC terminations) | Lump sum = 2× (base + target bonus); other severance terms same as above |
Board Governance and Director Service
- Board Service: Continuing Director, Class III (term expiring 2026); serves concurrently as EVP & Co-COO; received no separate director compensation (only officer compensation) .
- Committee Roles: Not a member of Audit, Compensation, or Nominating & Governance Committees per 2024 committee roster .
- Independence: Not independent (executive officer). Board comprises a majority of independent directors; company is a “controlled company” under NYSE rules but currently complies with standard governance requirements .
- Leadership Structure: CEO Frank Renda serves as acting interim Chairman; no Lead Independent Director .
- Attendance: Board met four times in 2024; all directors attended ≥75% of board and relevant committee meetings .
- Governance Changes: Proposal approved by Board to declassify the Board (subject to stockholder approval) to move to annual elections starting 2026 .
Compensation Committee and Peer Practices
- Compensation Committee: Independent members (Chair: Kyle Burtnett; Members: Izzy Martins, Greg Monahan) .
- Consultant: Meridian Compensation Partners engaged in 2024 for peer group recommendations, equity design, and benchmarking; Compensation Committee determined no conflicts of interest .
Compensation Structure Analysis
- Mix shift: 2024 included material equity grants (RSUs and PSUs) for NEOs; cash bonuses remained discretionary despite negative EBITDA and net loss at company level .
- Performance rigor: PSUs tied to Adjusted EBITDA with 0–150% payout; 2024 performance missed targets for a portion of PSUs, demonstrating some pay-for-performance linkage .
- Severance design: Single-trigger equity acceleration upon termination without cause/good reason plus 1× cash multiple; 2× multiple upon change-in-control—shareholder alignment considerations given accelerated vesting .
- Hedging policy: Prohibition reinforces alignment; no pledging disclosed .
Risk Indicators & Red Flags
- Governance concentration: CEO as acting interim Chairman; absence of Lead Independent Director .
- Controlled company: Majority voting power concentrated; company currently chooses to comply with NYSE governance requirements but may elect exemptions in the future .
- Discretionary cash bonuses: Not tied to stated performance metrics, which may weaken pay-for-performance alignment in down years .
- Related party financing: Personal note for Mr. Winn converted to equity; broader related party transactions include Renda real estate sale-leaseback interests (not directly linked to Winn) .
Investment Implications
- Alignment: Significant personal stake (6.6% ownership) and anti-hedging policy point to strong long-term alignment; annual sale restrictions may moderate insider selling pressure .
- Retention risk: Severance and change-in-control protections (1×/2× cash multiples plus accelerated vesting) reduce voluntary departure risk but increase potential change-in-control costs .
- Pay-for-performance: Presence of PSUs linked to Adjusted EBITDA with partial forfeiture in 2024 is positive; however, discretionary cash bonuses in a year with negative EBITDA and net loss temper alignment quality .
- Governance: Dual-role dynamics (executive officer + director), CEO as interim Chair, and no LID warrant monitoring, though a board declassification proposal seeks improved accountability via annual elections .
- Trading signals: RSU/PSU vesting dates (June 25, 2025/2026/2027) create predictable supply; sale restrictions mitigate near-term selling; missed 2024 PSU targets suggest execution headwinds that could influence future equity payouts and sentiment .