Heidi D. Lewis
About Heidi D. Lewis
Executive Vice President, General Counsel & Secretary at Target Hospitality Corp. (TH). Lewis leads legal, compliance, human resources, and corporate secretary functions; she joined Target in January 2019 and is 52 years old . Education: JD (University of Houston Law Center), M.A. (Northern Illinois University), B.A. (Colorado State University) . Company performance context for 2024: revenue $386 million, Adjusted EBITDA $197 million, DCF $131 million, net leverage 0x, under NEO leadership .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bristow Group Inc. | Corporate & Commercial Counsel and Assistant Secretary | 2018–2019 | Executed M&A, governance, capital markets and corporate transactions |
| Dynegy Inc. (now Vistra Energy Group) | Vice President, Group General Counsel & Assistant Secretary | 2013–2018 | Led corporate legal group; SEC and NYSE expertise |
| Dynegy Inc. | Corporate Counsel | 2006–2013 | Corporate law and governance support |
| King & Spalding LLP | Attorney | — | Early legal career in corporate law |
| Akin Gump Strauss Hauer & Feld LLP | Attorney | — | Early legal career in corporate law |
External Roles
No external board or outside roles disclosed in company filings for Lewis .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $375,000 |
| Target Bonus (% of Base) | 75% |
| Target Bonus ($) | $281,250 |
| Actual STIP Payout ($) | $281,250 (Committee-adjusted to 100% of target) |
| Reported Salary Paid ($) | $373,327 (reflects actual paid in fiscal year) |
| YoY Base Salary Change | +4.0% vs. 2023 |
Multi-year compensation reported:
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 373,327 | 392,644 | 281,250 | 49,426 | 1,096,647 |
| 2023 | 361,238 | 206,607 | 234,325 | 40,128 | 842,298 |
Performance Compensation
Annual Short-Term Incentive Plan (STIP)
| Metric | Weighting | Threshold (Payout 50%) | Target (100%) | Stretch (150%) | Max (200%) | Actual | Payout |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 100% | $185 | $205 | $215 | $230 | $197 | 93% plan payout |
| Executive-specific adjustment | — | — | — | — | — | — | Heidi D. Lewis payout adjusted to 100% of target for exceptional efforts |
Long-Term Incentive (LTI) – 2024 Awards and Design
| Award Type | Weighting | Target Units | Grant Date | Vesting | Performance Metrics | Measurement Period |
|---|---|---|---|---|---|---|
| PSUs | 50% of target value | 18,460 | 2/29/2024 | Cliff after performance period, subject to continued employment | 50% Relative TSR vs. Russell 2000 with payout curve (25th pct=50%, 50th=100%, 85th+=200%; cap at 100% if absolute TSR is negative) | TSR: 1/1/2024–12/31/2027 |
| 50% Diversification Adjusted EBITDA (Qualifying EBITDA; excludes variable revenue under terminated U.S. gov’t subcontract) | 2/29/2024–2/28/2027 | |||||
| RSUs | 50% of target value | 18,460 | 2/29/2024 | Ratable in 4 equal annual installments from grant date, subject to continued employment | N/A | N/A |
2022 PSU Outcome (Company-wide plan):
| Metric | Threshold | Target | Max | Actual | Vesting |
|---|---|---|---|---|---|
| 3-Year Cumulative Operating Cash Flow ($mm) | $189 (50%) | $252 (100%) | $352.8 (150%) | ~ $614 million | 150% of target shares vested; Heidi Lewis: 24,917 PSUs vested vs 16,611 target |
2024 NEO equity grants (for reference): | Name | RSUs (Target # / $) | PSUs (Target # / $) | |---|---|---|---| | Heidi D. Lewis | 18,460 / $178,693 | 18,460 / $213,951 |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial Ownership (3/25/2025) | 183,412 shares; less than 1% of outstanding (98,813,130 shares) |
| Options – Exercisable | 19,841 options @ $4.51 exp. 3/4/2030; 7,486 options @ $10.83 exp. 5/21/2029 |
| Unvested RSUs (FYE 2024) | 18,460 (2/29/2024 grant; $178,324 MV); 5,769 (3/1/2023 grant; $55,729 MV) |
| Outstanding PSUs (FYE 2024) | 75,000 share-price PSUs from 7/12/2022 (vest based on stock price hurdles by 6/30/2025; $724,500 MV) |
| 2022 PSUs (performance earned) | 24,917 PSUs vested based on max performance; $240,698 value shown at FYE 2024 |
| Pledging/Hedging | Prohibited for directors and Section 16 officers; no pledges reported |
| Ownership Guidelines | 2x base salary for Section 16 officers; 5-year compliance window; includes RSUs; excludes unearned PSUs and options/SARs |
Employment Terms
| Term | Key Provisions |
|---|---|
| Current Agreement | Amended & Restated 2/29/2024; initial term through 12/31/2027; auto one-year renewals unless notice ≥120 days before expiration |
| Compensation Targets | Base salary $375,000; Target bonus 75% of salary; Annual LTI target grant value $350,000 (Committee discretion may adjust) |
| Severance (without Cause / for Good Reason) | 100% of base salary + target bonus; prorated bonus based on actual performance; 12 months health coverage; continued vesting of unvested awards during severance period |
| Change-in-Control (double trigger) | If terminated within 12 months post-CoC (or certain pre-CoC terminations in anticipation): 200% of base + target bonus; prorated bonus based on actual achievement; 18 months health coverage; vesting of unvested time-based equity awards |
| Covenants | 12-month post-termination non-solicitation (2019 agreement) |
| Clawback | Dodd-Frank and NASDAQ-compliant Compensation Recovery Policy (recoupment upon restatement) |
| Tax Gross-Ups | No excise tax gross-ups |
| Equity Grant Practice | RSUs/PSUs approved at regular meetings; RSUs 4-year ratable vest; PSUs 3-year performance; no option repricing without stockholder approval |
Performance & Track Record
- 2024 company results: $386m revenue, $197m Adjusted EBITDA, $131m DCF, 0x net leverage .
- 2022–2024 PSU performance exceeded maximum (3-year cumulative operating cash flow ~ $614m), leading to 150% vesting, including 24,917 PSUs vested for Lewis .
- Compensation Committee adjusted Lewis’s FY2024 STIP payout to 100% of target for exceptional efforts navigating extraordinary external pressures .
Compensation Committee Analysis & Governance
- Independent consultant FW Cook retained; annual peer review and risk assessment (program deemed not to encourage inappropriate risk-taking) .
- 2024 peer group updated: added CoreCivic, H&E Equipment Services, The GEO Group; TH’s revenue lowest among peers; EBITDA at 85th percentile; market cap at 68th percentile (at review time) .
- Say-on-pay: 2024 shareholder approval >98% .
Investment Implications
- Alignment: Prohibition on hedging/pledging, stock ownership guidelines (2x salary), and LTI balanced between relative TSR and diversification EBITDA support shareholder alignment and reduce misaligned risk .
- Retention risk: Double-trigger CoC with 2x cash multiple and continued vesting of time-based awards offers retention stability but creates meaningful severance economics if strategic change occurs .
- Performance linkage: STIP solely on Adjusted EBITDA with disclosed thresholds/targets and PSUs tied to TSR and diversification EBITDA indicate high pay-for-performance rigor; 2022 PSU max vesting evidences execution on cash generation .
- Vesting supply dynamics: Four-year RSU schedules and 2024–2027 PSU tranches create periodic settlement windows that can increase share supply; monitor Form 4 filings around vesting/certification dates for potential selling pressure .
- Shareholder sentiment: Strong say-on-pay support (>98%) and use of independent consultant reduce governance overhang risk .