James B. Archer
About James B. Archer
James B. “Brad” Archer, 54, is President, CEO, and a director of Target Hospitality (TH). He joined the company in 2009 as COO and became CEO in 2014; he has served on the board since 2019. His background spans more than 25 years in specialty rental and hospitality, with senior roles at GE Capital Modular Space and Resun Leasing (1994–2004), and subsequent COO positions at other specialty rental/manufacturing firms . In 2024, the short‑term incentive (STI) plan used Adjusted EBITDA with a 93% payout on actual performance of $197M versus a $215M target, while long‑term incentives (LTIs) centered on relative TSR and “Diversification EBITDA” PSUs . Company pay-versus-performance shows TSR (value of $100) of $225 (2021), $958 (2022), $616 (2023), and $612 (2024), alongside Net Income of $(4,576)k (2021), $73,939k (2022), $173,700k (2023), and $71,407k (2024), and Adjusted EBITDA of $119,176k (2021), $264,714k (2022), $344,217k (2023), and $196,717k (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Target Hospitality | Chief Operating Officer | 2009–2014 | Led operations prior to CEO role; foundation for subsequent growth initiatives |
| Target Hospitality | President & Chief Executive Officer | 2014–Present | Drove growth and operating platform strengthening; 2022 record results per shareholder letter |
| GE Capital Modular Space; Resun Leasing | Senior leadership (SVP/VP Ops/VP Sales) | 1994–2004 | Built sales/operations expertise in modular/specialty rental sector |
| Other specialty rental & manufacturing companies | Chief Operating Officer | Pre‑2009 | Additional sector COO experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in proxy biography | — | — | The 2025 proxy biography does not list other public company directorships for Mr. Archer . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 739,615 | 800,000 | 850,000 |
| Target Bonus (% of base) | 133% (per contract) | 133% (per STI grant) | 133% |
| Target Bonus ($) | — | 1,064,000 | 1,130,500 |
| STI Actual Payout ($) | 1,995,000 | 1,064,000 (committee adjusted to 100%) | 1,051,365 (93% payout) |
| Stock Awards ($) | 2,095,031 | 1,549,619 | 2,131,486 |
| All Other Compensation ($) | 45,076 | 49,637 | 43,220 |
| Total ($) | 4,874,722 | 3,457,487 | 4,070,302 |
Performance Compensation
- 2024 Annual STI design and outcome:
- Metric: Adjusted EBITDA (non‑GAAP); performance scale and actuals below .
- Committee stated 2024 goals were recalibrated for amortization and lease revenue headwinds and remain challenging .
| 2024 STI | Threshold | Target | Stretch | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 185 | 205 | 215 | 230 | 197 | 93% |
- 2024 LTIs (PSUs and RSUs):
- PSUs split across Relative TSR and Diversification EBITDA; 3‑year cliff vesting; payout 0–200% with linear interpolation; negative absolute TSR caps payout at 100% .
- Diversification EBITDA counts incremental EBITDA supported by multi‑year (or extendable single‑year) contracts, excluding specified legacy occupancy‑based revenues; can include organic expansion and M&A .
- 2024 grants to Archer: 100,211 PSUs (target) and 100,211 RSUs; grant date fair values $1,161,444 (PSUs) and $970,042 (RSUs) .
- Prior award performance: 2022 PSUs approved at 150% based on exceeding maximum performance .
Equity Ownership & Alignment
- Beneficial ownership and concentration:
- Archer beneficially owns 1,729,616 shares (1.7% of 98,813,130 shares outstanding as of Mar 25, 2025). Includes 136,632 shares acquirable via options within 60 days. No pledges known .
- 2024 equity activity:
- Options exercised: 271,739 shares; value realized $2,478,260. RSUs vested: 222,528 shares; value realized $2,087,628 .
- Outstanding awards (12/31/2024 snapshot and examples):
- Unvested RSUs: 100,211 (2/29/2024) with $968,038 market value; 43,269 (3/1/2023) with $417,979 .
- Unvested PSUs: 100,211 (2/29/2024) with $968,038; 38,462 (3/1/2023) with $371,543; 500,000 (5/24/2022) with $4,830,000 .
- Options outstanding: 99,206 at $4.51 expiring 3/4/2030; 37,426 at $10.83 expiring 5/21/2029 . For reference, TH closed at $9.66 on 12/31/2024 (used in termination tables) .
- Ownership policies:
- CEO ownership guideline: 5x base salary; five years to comply; unearned PSUs/options don’t count .
- Hedging and pledging prohibited for directors and Section 16 officers .
Employment Terms
- Amended and restated employment agreement (effective Feb 29, 2024):
- Term through Dec 31, 2027 with automatic one‑year renewals (120‑day non‑renewal notice) .
- Base salary $850,000; CEO may elect to receive base as RSUs under the Incentive Plan .
- Target cash bonus 133% of base; annual LTI target grant value $1,900,000 (committee discretion may adjust) .
- Restrictive covenants (from prior agreement disclosure, still indicative):
- 12‑month non‑competition and non‑solicitation provision .
- Severance and change‑in‑control (CIC) economics:
- Termination without cause or for good reason: 1.25x (base + target bonus), pro‑rated bonus based on actual performance, 15 months health benefits; unvested awards continue vesting during severance period .
- CIC double‑trigger: 2.5x (base + target bonus), pro‑rated bonus based on actual performance, 1.2x value of 18 months of health benefits; full vest of time‑based equity; PSUs treated per award terms (greater of target vs. actual to date for certain cycles) .
- Company governance policy: no single‑trigger acceleration on CIC; no excise tax gross‑ups .
- Illustrative quantified payouts (assumed 12/31/2024 event): see table below .
| Scenario (as of 12/31/2024) | Severance ($) | Non-Equity Incentive ($) | Equity Vesting ($) | Health ($) | Total ($) |
|---|---|---|---|---|---|
| Death | 850,000 | 1,130,500 | 7,547,561 | — | 9,528,061 |
| Disability | 69,863 | 1,130,500 | 7,547,561 | — | 8,747,924 |
| Termination w/o Cause or for Good Reason | 2,475,625 | 1,130,500 | 6,628,431 | 32,775 | 10,267,331 |
| CIC + Qualifying Termination | 4,951,250 | 1,130,500 | 9,962,561 | 39,330 | 16,083,641 |
Board Service and Governance
- Board tenure and roles: Director since 2019; CEO and management director; no committee memberships indicated for Archer .
- Governance structure and independence: Chair and CEO roles are separated; board highlights include independent compensation consultant and annual board/committee evaluations .
- Committees: Audit, Compensation, and Nominating & Corporate Governance are the standing committees (membership primarily non‑executive/independent) .
- Ownership concentration context: A major holder (Stephen Robertson/TDR affiliates) controls ~65.6% of shares; Archer’s personal beneficial ownership is ~1.7% .
- Say‑on‑pay frequency: Annual advisory votes; board recommends “FOR” 2024 NEO compensation .
Performance & Track Record (context)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| TSR – value of $100 | 225 | 958 | 616 | 612 |
| Net Income ($000s) | (4,576) | 73,939 | 173,700 | 71,407 |
| Adjusted EBITDA ($000s) | 119,176 | 264,714 | 344,217 | 196,717 |
Notables: The compensation committee approved 150% vesting for 2022 PSUs on outperformance . In 2023, the committee exercised discretion to pay the STI at 100% despite a 77% formula payout, citing strong EBITDA growth and discretionary cash flow .
Compensation Structure Analysis
- Cash vs equity mix: CEO pay remains heavily equity‑linked (RSUs/PSUs); 2024 stock awards of $2.13M alongside STI of $1.05M .
- Metric evolution: Continued use of Adjusted EBITDA for STI; LTI tilted to relative TSR and Diversification EBITDA—driving both market and contract‑backed growth .
- Risk controls and shareholder alignment:
- No single‑trigger CIC; no excise tax gross‑ups .
- Clawback policy compliant with Nasdaq 5608; recovery on restatements regardless of misconduct .
- Hedging/pledging prohibited; CEO ownership guideline 5x salary .
- Peer benchmarking and inflation risk: Compensation peer group updated in 2024 (added CoreCivic, H&E Equipment Services, GEO Group; removed Black Diamond Group, Dexterra) to better match size/financials .
Vesting Schedules and Potential Selling Pressure
- RSUs: generally 4‑year ratable vesting; some 2021 cycle awards vest 50/50 in years 2 and 3 .
- PSUs: 3‑year cliff vesting; payouts 0–200% vs targets; negative absolute TSR caps payout at 100% .
- 2024 realized liquidity: Archer exercised 271,739 options ($2.48M value) and had 222,528 RSUs vest ($2.09M), which can create supply depending on selling practices .
Equity Ownership & Alignment (detail snapshot)
| Item | Detail |
|---|---|
| Beneficial ownership | 1,729,616 shares (1.7%); includes 136,632 options exercisable within 60 days; no pledges known |
| 2024 grants (Archer) | 100,211 PSUs ($1,161,444); 100,211 RSUs ($970,042) |
| Outstanding examples (12/31/2024) | PSUs: 500,000 (5/24/2022) $4,830,000; 38,462 (3/1/2023) $371,543; 100,211 (2/29/2024) $968,038. RSUs: 43,269 (3/1/2023) $417,979; 100,211 (2/29/2024) $968,038 |
| Options outstanding | 99,206 @ $4.51 exp. 3/4/2030; 37,426 @ $10.83 exp. 5/21/2029 |
| Reference price | $9.66 closing price on 12/31/2024 (used for termination values) |
| Ownership guidelines | CEO: 5x base salary; five‑year compliance window; no hedging/pledging |
Investment Implications
- Alignment and incentives: Clear pay‑for‑performance linkage via Adjusted EBITDA (STI) and relative TSR/Diversification EBITDA (PSUs), strengthened by robust clawback and anti‑hedging/pledging policies and a 5x salary ownership guideline—positive for alignment .
- Retention and change‑in‑control risk/reward: Double‑trigger CIC with 2.5x cash multiple and full vesting of time‑based equity (PSUs favorable treatment per plan) could be material ($16.1M illustrative), supporting retention but representing potential deal‑related leakage .
- Execution track record: Outperformance on 2022 PSUs (150% vest) and multi‑year TSR strength (especially 2022) demonstrate value creation capacity; 2024 EBITDA shortfall vs. target (93% payout) and sequential TSR moderation warrant monitoring of diversification execution and contract mix .
- Governance checks and potential flags: 2023 discretionary STI uplift to 100% despite a 77% formula outcome indicates committee discretion—watch for repeat patterns versus goal rigor; positives include no single‑trigger CIC and no excise tax gross‑ups .
- Insider supply dynamics: 2024 option exercises (271,739 shares) and RSU vesting (222,528 shares) create potential selling pressure around vest/exercise windows; future PSU/RSU cliffs could add episodic float .