Jason Vlacich
About Jason Vlacich
Jason Vlacich (age 47) is Target Hospitality’s Chief Financial Officer and Chief Accounting Officer (since January 23, 2024), responsible for finance, accounting, IT business applications, tax, and investor relations; he joined Target in October 2018 after senior roles at Highgate Hotels and PwC and holds a B.S. in Accountancy from Bentley University; he is a CPA in Texas . Under leadership of the NEO team in 2024, Target reported $386 million revenue, $197 million Adjusted EBITDA, $131 million DCF, and 0x net leverage, with executive incentives tied to Adjusted EBITDA and long-term PSUs using relative TSR and diversification EBITDA goals . Stock ownership/hedging policies require CFOs to hold 3x base salary in stock over time and prohibit pledging/hedging; the company maintains a Dodd-Frank/Nasdaq-compliant compensation recovery (clawback) policy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Target Hospitality | Chief Financial Officer & Chief Accounting Officer | Jan 2024–present | Leads finance, accounting, treasury, tax, IT business apps, IR; seamless CFO transition with intact teams . |
| Target Hospitality | Chief Accounting Officer | 2018–Jan 2024 | Led accounting/financial reporting; implemented transformative business applications . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Highgate Hotels, L.P. | Chief Accounting Officer (Irving, TX) | 2012–2018 | Oversaw corporate accounting and global services; led EU/domestic accounting expansion and centralization; implemented global accounting systems . |
| PricewaterhouseCoopers LLP | Senior Audit Manager (Dallas) | 2008–2012 | Led integrated audits (SOX), IPOs, SEC letters; hospitality REIT focus; firm methodology leadership and national instruction . |
| PricewaterhouseCoopers LLP | Assurance associate→Audit manager (Hartford/Orlando) | 2000–2008 | Served public/private clients; hospitality REIT concentration . |
| GE Asset Management; Siemens | Corporate accounting/financial reporting/SOX roles | Various | Additional industry finance experience . |
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric ($) | 2023 | 2024 |
|---|---|---|
| Salary | 317,200 | 402,944 |
| Bonus | — | — |
| Stock Awards (grant-date fair value) | 206,607 | 657,989 |
| Option/SAR Awards | — | — |
| Non-Equity Incentive Plan Compensation | 206,876 | 348,500 |
| All Other Compensation | 38,994 | 50,748 |
| Total | 768,677 | 1,460,181 |
Key cash/perquisite components (2024 detail):
| Category | Amount ($) | Notes |
|---|---|---|
| Base Salary (contract) | 410,000 | May elect to receive in RSUs under Incentive Plan . |
| Target Bonus % | 85% of base | Target cash bonus tied to Adjusted EBITDA . |
| Actual STI paid | 348,500 | Committee adjusted payout to 100% for exceptional efforts . |
| Health Reimbursement | 26,224 | Executive welfare plan premiums reimbursement . |
| Auto Allowance | 8,999 | Per company policy . |
| 401(k) Match | 15,525 | Company matching contributions . |
| Total All Other Compensation | 50,748 | Sum of perquisites/matches . |
Performance Compensation
Annual Short-Term Incentive (2024)
| Metric | Threshold | Target | Stretch | Maximum | Actual | Payout % | Notes |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 185 | 205 | 215 | 230 | 197 | 93% (formula) | Linear interpolation; committee adjusted Mr. Vlacich to 100% . |
| STI Target ($) | — | 348,500 | — | — | — | — | CFO target %: 85% of base . |
| STI Earned ($) | — | — | — | — | — | — | Paid $348,500 after committee adjustment . |
Long-Term Incentive Grants (2024 awards)
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value ($) | Performance Metrics | Vesting |
|---|---|---|---|---|---|
| 2/29/2024 | RSUs | 39,557 | 382,912 | N/A | 4-year ratable . |
| 2/29/2024 | PSUs (Target) | 23,734 | 275,077 | Relative TSR; Diversification EBITDA | 3-year cliff . |
| 2/29/2024 | One-time RSU (contractual) | Value $150,000 | N/A | N/A | As stipulated in employment agreement . |
Performance Outcomes (2012 PSUs earned over 2022–2024 cycle)
| Cycle | Metric | Target | Actual | Payout % | Jason: Target PSUs | Jason: Vested PSUs |
|---|---|---|---|---|---|---|
| 2022–2024 | 3-year Cumulative Operating Cash Flow ($mm) | 252 | ~614 | 150% | 16,611 | 24,917 |
Equity Ownership & Alignment
Beneficial ownership and outstanding awards (as of March 25/December 31, 2024):
| Category | Detail | Amount |
|---|---|---|
| Beneficial ownership (shares) | Shares beneficially owned | 112,243; less than 1% of 98,813,130 outstanding . |
| Pledging | Shares pledged as collateral | None; pledging prohibited and none reported . |
| Ownership guidelines | CFO requirement | 3x base salary; 5-year window to comply; if higher multiple due to promotion, later of original 5 years or 3 years from promotion . |
Outstanding equity awards (12/31/2024):
| Grant Date | Type | Status | Shares/Units | Market/Grant Value ($) | Notes |
|---|---|---|---|---|---|
| 2/29/2024 | RSUs | Not vested | 39,557 | 382,121 | Aligns with RSU grant above. |
| 2/29/2024 | PSUs | Unearned | 23,734 | 229,270 | 3-year performance cycle. |
| 3/1/2023 | RSUs | Not vested | 5,769 | 55,729 | — |
| 3/1/2023 | PSUs | Unearned | 5,128 | 49,536 | — |
| 7/12/2022 | Equity incentive (PSUs/RSUs) | Unearned | 75,000 | 724,500 | Performance-based. |
| 2/24/2022 | RSUs | Not vested | 24,917 | 240,698 | — |
| 3/04/2020 | Stock Options | Exercisable | 19,841 | — | Strike $4.51; expires 3/4/2030 . |
Alignment policies:
- Hedging/pledging prohibited; no excise tax gross-ups; no single-trigger CIC acceleration; no repricing of underwater options without shareholder approval .
- Compensation Recovery Policy (clawback) compliant with Dodd-Frank/Nasdaq .
Employment Terms
| Item | Terms (Jason Vlacich) |
|---|---|
| Agreement date & term | Amended/restated Feb 29, 2024; initial term through Dec 31, 2027; automatic one-year renewals unless non-renewal notice ≥120 days before expiration . |
| Cash comp targets | Base salary $410,000; target annual cash bonus 85% of base . |
| LTI opportunity | Annual long-term incentive target grant value $450,000 (committee discretion may vary); one-time RSU grant $150,000 . |
| Severance (no CIC) | If terminated other than for Cause or with Good Reason: 100% of base + target bonus; prorated bonus based on actual performance; 12 months health coverage; unvested awards continue to vest during severance period per terms . |
| Change-in-control (double trigger) | If terminated other than for Cause or for Good Reason within 12 months post-CIC (or anticipatory termination): 200% of base + target bonus; prorated bonus; 18 months health coverage; vesting of any unvested time-based equity awards . |
| Non-compete / non-solicit | Not specifically disclosed for Mr. Vlacich; separation agreement restrictive covenants referenced for former CFO . |
| Clawback & risk mitigants | Dodd-Frank/Nasdaq-compliant clawback; multi-year vesting; robust ownership guidelines; no pledging/hedging . |
Compensation Structure Analysis
- Pay-for-performance: 2024 STI tied to Adjusted EBITDA with clear thresholds; formula payout 93%, then adjusted to 100% for CFO to recognize extraordinary effort—use of discretion indicates committee responsiveness but introduces subjectivity .
- LTI mix: Shift to full-value awards (RSUs/PSUs); company does not currently grant new options/SARs, reducing risk-taking and emphasizing retention/alignment through multi-year vesting .
- Performance metrics: PSUs use relative TSR and diversification EBITDA; prior 2022 PSUs paid at 150% on exceptional cumulative operating cash flow (~$614m), signaling strong cash generation alignment .
- Ownership alignment: CFO subject to 3x salary stock ownership with anti-hedging/pledging; beneficial ownership of 112,243 shares (<1%) and significant unvested equity creates ongoing alignment and potential future selling supply upon vesting .
Say-on-Pay & Shareholder Feedback
- Annual say-on-pay vote held; Board recommends FOR approval; next vote on frequency in 2030 .
Investment Implications
- Alignment: Strong link between pay and financial outcomes (EBITDA for STI; TSR/EBITDA for PSUs) plus ownership guidelines, anti-hedging/pledging, and clawback reduce agency risks and align the CFO with shareholders .
- Retention and CIC economics: Multi-year contract (through 2027) with meaningful severance and double-trigger CIC benefits lowers near-term retention risk; continued vesting during severance and accelerated vesting of time-based equity post-CIC can create event-driven supply if termination coincides with a transaction .
- Discretionary adjustments: The committee’s 2024 upward STI adjustment to 100% for the CFO, despite a 93% formula result, is a governance watchpoint; persistent discretionary payouts could dilute pay-for-performance if repeated, but the rationale cited “extraordinary external pressures” .
- Selling pressure and dilution: Significant unvested RSUs/PSUs from 2022–2024 cycles imply vesting-driven share supply in coming years; options are legacy and modest in size; pledging and hedging are prohibited, mitigating forced selling risk .