Troy C. Schrenk
Senior Executive Vice President, Operations & Chief Commercial Officer at Target Hospitality
Executive
About Troy C. Schrenk
Senior Executive Vice President, Operations & Chief Commercial Officer at Target Hospitality (TH); age 50 as of March 25, 2025; joined Target in 2012 (SVP), became CCO in 2018, and was promoted to Senior EVP Operations & CCO in January 2024. He has 20+ years of commercial leadership across modular manufacturing, specialty rentals, homebuilding, and real estate development; holds an MBA from Boise State University and a BA in sociology from George Fox University . Company performance metrics tied to executive pay emphasize Adjusted EBITDA, relative TSR, and cash flow; 2024 results: $386M revenue and $197M adjusted EBITDA, with annual short-term incentives paying out at 93% of target; 2022 PSUs paid out at 150% based on cumulative operating cash flow performance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Target Hospitality | Senior Vice President | 2012–2018 | Commercial leadership across business and commercial operations |
| Target Hospitality | Chief Commercial Officer | 2018–Jan 2024 | Led business/commercial operations and growth initiatives |
| Target Hospitality | Senior EVP Operations & Chief Commercial Officer | Jan 2024–present | Leads business/commercial operations, construction, business development, and government relations |
| Centex Homes (NYSE: CTX) | Area Sales Manager; Director of Sales; VP Sales & Marketing | 2000–2005 | Proven revenue and strategic growth track record in Fortune 500 homebuilding |
| Various (homebuilding, specialty rental, manufacturing) | Sales leadership roles | Not disclosed | Continued commercial leadership in sector roles |
External Roles
No external public-company directorships or concurrent external roles for Mr. Schrenk are disclosed in the proxy .
Fixed Compensation
Multi-year summary compensation (reported; fiscal years ending Dec 31):
| Metric | 2022 ($) | 2023 ($) | 2024 ($) |
|---|---|---|---|
| Salary | 359,288 | 370,067 | 397,793 |
| Bonus | — | — | — |
| Stock Awards | 1,788,016 | 413,229 | 617,000 |
| Option/SAR Awards | — | — | — |
| Non‑equity Incentive Plan Compensation | 612,850 | 315,618 | 316,200 |
| Change in Pension/Deferred Comp | — | — | — |
| All Other Compensation | 38,245 | 58,787 | 43,603 |
| Total | 2,798,399 | 1,157,701 | 1,374,596 |
All other compensation (2024 breakdown):
| Component | Amount ($) |
|---|---|
| Health reimbursement | 26,224 |
| Auto allowance | 346 |
| Personal vehicle (company car) | 816 |
| 401(k) match | 16,217 |
| Other | — |
| Total | 43,603 |
Performance Compensation
Short‑term incentive framework (2024):
| Metric | Threshold | Target | Stretch | Maximum | Actual |
|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 185 | 205 | 215 | 230 | 197 |
| Payout (%) | 50% | 100% | 150% | 200% | 93% |
Individual 2024 short‑term incentive (Schrenk):
| Target annual incentive ($) | Actual payout (%) | Earned ($) |
|---|---|---|
| 340,000 | 93% | 316,200 |
Long‑term incentives:
| Award Year | Award Type | Target # | Grant‑date fair value ($) | Key performance/vesting terms |
|---|---|---|---|---|
| 2024 | RSUs | 29,008 | 280,797 | Vests ratably over 4 years; 25% each anniversary of grant |
| 2024 | PSUs | 29,008 | 336,203 | 3-year performance period (TSR vs Russell 2000; Qualifying/Diversification EBITDA); payout 0–200% |
| 2022 (performance outcome) | PSUs | Target 33,223 | — | Earned at 150% (actual 49,835) based on 3-year cumulative operating cash flow; cumulative CFO ≈ $614M (max) |
Relative TSR payout grid (2024 PSU TSR component):
| Percentile vs comparator | Payout % |
|---|---|
| ≥85th | 200% |
| 50th | 100% |
| 25th | 50% |
| <25th | 0% |
Notes:
- If absolute TSR over the period is negative, payout for the TSR component is capped at 100% of target .
- 2024 diversification EBITDA component defined to incentivize incremental, contract‑supported EBITDA diversification (excludes specified occupancy‑based revenue); performance window 2/29/2024–2/28/2027 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 282,737 shares; percent of outstanding denoted “*” (<1%) by company |
| Shares outstanding (as of 3/25/2025) | 98,813,130 |
| Options exercisable within 60 days | 124,632 shares (sum of legacy options) |
| Legacy options detail | 104,791 options @ $10.83 exp. 5/21/2029; 19,841 options @ $4.51 exp. 3/4/2030 |
| RSU vesting cadence | RSUs granted in 2022–2024 vest 25% annually starting first anniversary of grant date |
| PSU performance windows | 2023 PSU TSR: 1/1/2023–12/31/2025; diversification EBITDA: 3/1/2023–2/28/2026. 2024 PSU TSR: 1/1/2024–12/31/2026; Qualifying EBITDA: 2/29/2024–2/28/2027 |
| Hedging/pledging | Prohibited for directors/Section 16 officers; company states no pledged shares by executives/directors |
| Ownership guidelines | 3x base salary for CCO (shares owned outright and time‑vest RSUs count; options/uneamed PSUs do not) |
Insider selling pressure context:
- Annual RSU vesting and PSU settlement dates can create natural liquidity events; company bans hedging/pledging, which reduces misalignment risks . We attempted to retrieve recent Form 4 transactions for Mr. Schrenk but were unable due to authorization error; consider a follow‑up Form 4 fetch for precise transaction history.
Employment Terms
| Term | Provision |
|---|---|
| Agreement date | Amended & restated on Feb 29, 2024 |
| Initial term | Through Dec 31, 2027; auto‑renewal in 1‑year increments unless 120‑day non‑renewal notice |
| Base salary | $400,000 (may elect to receive wholly in RSUs under Incentive Plan) |
| Target bonus | 85% of base salary |
| LTI target opportunity | $550,000 annual target grant value (actual at Committee discretion) |
| Severance (without Cause / for Good Reason) | 1.0x base + target bonus; pro‑rated bonus based on actual performance; 12 months health coverage; unvested Incentive Plan awards continue to vest during severance period |
| CIC + Qualifying termination (double‑trigger) | 2.0x base + target bonus; pro‑rated bonus; 18 months health coverage; unvested time‑based equity awards vest; PSUs treated per plan (see table below) |
| Clawback | Company‑wide Dodd‑Frank/ NASDAQ‑compliant compensation recovery policy |
| Design safeguards | No single‑trigger CIC acceleration; no excise tax gross‑ups; no repricing of underwater options without shareholder approval |
Potential payments upon termination (quantified as of Dec 31, 2024):
| Scenario | Total ($) |
|---|---|
| Death | 3,439,762 |
| Disability | 3,072,639 |
| Termination without Cause / Good Reason | 3,166,349 |
| CIC + termination | 5,525,092 |
Equity treatment summary (company table applies to NEOs; highlights for Schrenk):
- Without Cause / Good Reason: RSUs continue vesting during severance (12 months); PSUs vest pro‑rata based on months from grant date through severance period, subject to actual performance .
- CIC + Qualifying Termination: RSUs fully vest; PSUs fully time‑vest and pay at greater of target or actual performance as of CIC date for applicable PSU cohorts (with specific treatment for 2022 retention PSUs) .
Compensation Structure & Benchmarks
- Program mix emphasizes variable, performance‑based pay through short‑term (Adjusted EBITDA) and long‑term (RSUs/PSUs) components; PSUs increased to 50% of LTI in 2024 (from 40% in 2023) to heighten performance orientation .
- Peer group benchmarking expanded in 2024 (added CoreCivic, H&E Equipment Services, GEO Group; removed Black Diamond Group, Dexterra Group); used as primary reference for competitiveness across salary, incentives, and share utilization; target percentile not explicitly disclosed .
Governance & Risk Indicators
- Independent compensation consultant (FW Cook) engagement; explicit risk review concluded design does not encourage inappropriate risk‑taking .
- Ownership guidelines (3x salary for CCO) with five‑year compliance horizon; sales restrictions if failing to show progress; time‑vest RSUs count, options/unearned PSUs do not .
- Prohibitions: hedging and pledging; excise tax gross‑ups; single‑trigger CIC acceleration; repricing without shareholder approval .
- Say‑on‑pay held annually; Board recommends “FOR” (next vote on frequency in 2030) .
Investment Implications
- Strong pay‑for‑performance alignment: 2024 STIP paid at 93% on Adjusted EBITDA, and 2022 PSUs paid at 150% on cash‑flow performance—signals disciplined target‑setting and delivery against financial objectives .
- Retention risk appears contained: four‑year RSU vesting and multi‑year PSU windows create ongoing value at risk; severance maintains continued vesting (12 months) rather than immediate acceleration, while CIC is double‑trigger—both mitigate misalignment and golden parachute risk .
- Selling pressure windows: annual RSU tranches and PSU settlements can create periodic liquidity needs; however, hedging/pledging bans and ownership guidelines reduce misalignment; monitor Form 4 filings around vest dates to gauge net disposition behavior .
- Option exposure is modest and legacy (exercisable 124,632 @ strikes $10.83 and $4.51, expiring 2029–2030), with the company not currently granting new options—reduces repricing risk and overhang .
- Governance quality: independent consultant, robust clawback, no single‑trigger CIC, and no excise gross‑ups are shareholder‑friendly; peer group oversight updated for relevance—overall constructive compensation governance posture .