Brendan Dowhaniuk
About Brendan Dowhaniuk
Executive Vice President, Strategy & Corporate Development at Target Hospitality (TH), appointed via employment agreement dated December 2, 2024, with an initial term through December 31, 2027 and automatic one-year renewals absent 120 days’ notice . He has 10+ years of M&A and corporate finance experience across consumer, industrials, and energy, with senior roles at Alimentation Couche‑Tard (Circle K), Hoonigan, and Eastman Chemical, and earlier roles at Cenovus Energy (Portfolio Management & A&D) and Desjardins Capital Markets (Energy Investment Banking) . Education: master’s degree (University of Alberta) and bachelor’s degree (University of Calgary) . Company performance metrics linked to his pay include Adjusted EBITDA for annual incentives (2024 actual $197 million; payout 93%) and a TSR-based PSU framework for executives (0–200% payout over three years) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alimentation Couche‑Tard (Circle K) | Senior M&A roles | Led acquisition activity and portfolio strategy; executed complex carve‑outs | |
| Hoonigan | Senior M&A roles | Drove portfolio strategy and M&A execution | |
| Eastman Chemical Company | Senior M&A roles | Drove acquisition activity and portfolio strategy; executed carve‑outs | |
| Cenovus Energy Inc. | Portfolio Management & A&D | Portfolio management; asset transactions | |
| Desjardins Capital Markets | Energy Investment Banking | Investment banking coverage in energy sector |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Target Bonus ($) | Actual Bonus Payout (%) | Actual Bonus ($) | All Other Compensation ($) |
|---|---|---|---|---|---|---|
| 2024 | 325,000 | 50% | 162,500 | 93% | 13,542 (prorated) | — (none disclosed) |
Performance Compensation
Annual Short-Term Incentive (STIP) – 2024 (Company-wide metric)
| Metric | Threshold | Target | Stretch | Maximum | Actual | Payout (% of Target) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 185 | 205 | 215 | 230 | 197 | 93% |
Notes:
- Payouts are linearly interpolated between levels; Brendan’s payout was prorated based on days worked in 2024 and individual performance per the proxy footnote .
Long-Term Incentives (LTI)
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting | Performance Metric | Notes |
|---|---|---|---|---|---|---|
| Sign‑on RSU | 12/02/2024 | 17,710 | 143,274 | Ratable over 4 years (executive RSU standard) | None (time‑based) | Employment agreement targeted $150,000 sign‑on RSUs |
| Executive PSU framework | 02/27/2025 (program adoption) | — | — | Vests after 3 years | TSR percentile; 0–200% of Target | Company awarded an aggregate of PSUs to certain executives; individual allocation not specified for Brendan |
Equity Ownership & Alignment
| As of Record Date | Total Beneficial Ownership (Shares) | Ownership (%) | Shares Pledged |
|---|---|---|---|
| March 25, 2025 | — (none reported) | — | None; company states no pledges by executives/directors |
- Hedging and pledging are prohibited for directors and Section 16 officers under Corporate Governance Guidelines; covered persons have 5 years to meet stock ownership guidelines based on base salary multiples (PSUs and options/SARs do not count) .
Employment Terms
| Item | Terms |
|---|---|
| Title | EVP, Strategy & Corporate Development |
| Agreement Date & Term | December 2, 2024; initial term through December 31, 2027; auto one‑year renewals unless 120‑day non‑renewal notice |
| Base Salary | $325,000 annually; may elect to receive in whole as RSUs under the Incentive Plan |
| Target Bonus | 50% of salary (annual cash bonus) |
| LTI Target | Target grant value $350,000 annually (Committee discretion may vary) |
| Sign‑on Incentive | RSUs valued at $150,000; reimbursement of reasonable relocation expenses incl. up to 12 months temporary housing; repayment required if employment terminates (other than death/disability or by Company without Cause) before first anniversary |
| Severance (No Cause or Good Reason) | 100% of base salary + target annual bonus; prorated bonus based on actual performance; 12 months of healthcare continuation costs; unvested Incentive Plan awards continue to vest during severance per award terms |
| Change‑in‑Control (Double Trigger) | If terminated within 12 months post‑CoC (or in anticipation): 200% of base salary + target bonus; prorated bonus based on actual performance; 18 months of healthcare continuation costs; vesting of unvested time‑based equity awards |
Insider Trading Plans and Selling Pressure
- Q3 2025 Item 5. Other Information: Only one Section 16 officer (SVP IR & FP&A) adopted a Rule 10b5‑1 plan; no other directors or Section 16 officers (including Brendan) adopted or terminated trading arrangements in the quarter, indicating no structured selling program disclosed for him .
Investment Implications
- Pay-for-performance: Annual incentives are tied solely to Adjusted EBITDA with clear payout calibration; 2024 payout was below target (93%) as EBITDA came in at $197mm versus a $205mm target, suggesting discipline in cash bonus outcomes .
- Alignment and retention: Sign‑on RSUs with 4‑year ratable vesting and an annual LTI target of $350k create steady vesting over multiple years, supporting retention while prohibitions on hedging/pledging reinforce alignment with shareholders .
- Ownership build: As of March 25, 2025, Brendan reported no beneficial ownership; however, five‑year ownership guidelines apply and salary can be taken in RSUs, providing a mechanism to increase skin‑in‑the‑game over time .
- Change‑in‑control economics: Double‑trigger severance at 2x salary+target bonus plus healthcare and accelerated vesting of time‑based equity is competitive but not excessive; continued vesting during standard severance is supportive of retention without immediate acceleration, moderating windfall risk .