DEF 14A of BrightView Holdings, Inc., Jan 16, 2025

DEF 14A of BrightView Holdings, Inc.

Filed Jan 16, 2025 · FY20240001104659-25-004115

Open on EDGAR

  1. Why are holders of our Common Stock being asked to vote on the election of only seven out of the nine director nominees up for election?

    Why are holders of our Common Stock being asked to vote on the election of only seven out of the nine director nominees up for election? A total of nine director nominees will be voted upon at the Annual Meeting. Holders of our Common Stock and holders of our Series A Preferred Stock, voting together as a single class, are being asked to vote on seven of the nine director nominees. The eighth and ninth director nominee will be voted upon only by the holders of our Series A Preferred Stock. Pursuant to the Investment Agreement (see “One Rock Investment” beginning on page 61) and based on their current level of ownership, the holders of our Series A Preferred Stock are entitled to designate two director nominees for election to the Board and vote separately as a class on their election. Why do holders of Series A Preferred Stock appear to have voting rights that differ from those of the holders of Common Stock with respect to the election of directors? The central voting rights of our Series A Preferred Stock generally adhere to the one-share, one-vote principle (based on the number of shares of Common Stock issuable upon a conversion of our Series A Preferred Stock (subject to the Conversion Limitation)). On matters where holders of Common Stock and Series A Preferred Stock vote together as a single class, each holder of the Series A Preferred Stock is entitled to a number of votes that is equivalent to the number of shares of Common Stock issuable upon a conversion of that holder’s Series A Preferred Stock (see “One Rock Investment” beginning on page 61). The Series A Preferred Stock does not have disproportionate voting power as compared to the Common Stock on matters where it votes as a single class with the Common Stock. There are no “high-vote” mechanisms that entitle the holders of Series A Preferred Stock to cast votes on these matters in excess of the number of shares of Common Stock issuable upon a conversion of the Series A Preferred Stock. As is not uncommon for preferred stock investors, One Rock, through its affiliates, the Investors (as the holders of our Series A Preferred Stock), has the right to elect two directors to our Board of Directors, subject to a fall-away concept described below. The voting rights of the Series A Preferred Stock are subject to qualifications. As a general matter, the Investors’ right to elect two directors is limited to the Investors. If the Investors cease to beneficially own, in the aggregate, at least 60% of the shares of Series A Preferred Stock and/or underlying shares of Common Stock issued on conversion of Series A Preferred Stock, the right to elect one of the two directors falls away. If the Investors cease to beneficially own, in the aggregate, at least 20% of the shares of Series A Preferred Stock and/or underlying shares of Common Stock issued on conversion of Series A Preferred Stock, the right to elect the second director falls away. Moreover, we will have the right to redeem in cash all or a portion of the Series A Preferred Stock at our election on or after August 28, 2027. Given that the exclusive right of the Series A Preferred Stock to elect directors is limited to two directors on our Board of Directors and the qualifications described above, we believe that the voting rights of the Series A Preferred Stock do not inappropriately favor the holders of our Series A Preferred Stock.

  2. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF DIRECTORS Our business and affairs are managed under the direction of the Board. The Board is currently comprised of nine directors, eight of whom are independent under the corporate governance standards of the NYSE. All of our directors are subject to annual election. Based on the recommendation of the Nominating and Corporate Governance Committee, the Board has considered and nominated the following nine individuals to serve for one-year terms expiring at the 2026 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified: James R. Abrahamson; Dale A. Asplund; Kurt Barker; Jane Okun Bomba; William Cornog; Josh Goldman; Frank Lopez; Paul E. Raether and Mara Swan. All of our director nominees currently serve on our Board of Directors. Seven of the nine director nominees will be voted upon by the holders of our Common Stock and the holders of our Series A Preferred Stock, voting together as a single class. Proxies solicited by the Board will be exercised for the election of each of the following seven nominees: James R. Abrahamson; Dale A. Asplund; Jane Okun Bomba; William Cornog; Frank Lopez; Paul E. Raether and Mara Swan, unless you vote “withhold” with respect to one or more of the nominees or elect to abstain from voting. Two of the nine director nominees, Kurt Barker and Josh Goldman, have been designated by the Investors under the terms of the Investment Agreement (the “One Rock Designees”). The holders of Series A Preferred Stock will vote separately, as a class, on the election of each of Messrs. Barker and Goldman to hold office until the 2026 annual meeting of stockholders and until his successor is duly elected and qualified (or until his earlier death, resignation, retirement, disqualification, or removal). Only the holders of Series A Preferred Stock have the right to vote on the election of each of Messrs. Barker and Goldman and proxies solicited by the Board from holders of our Series A Preferred Stock will be exercised for the election of Messrs. Barker and Goldman unless the Investors vote “against” or abstain from voting for Messrs. Barker and Goldman. For so long as the Investors or their respective affiliates beneficially own, in the aggregate, at least 60% of the shares of Series A Preferred Stock and/or underlying shares of Common Stock issued on conversion of Series A Preferred Stock, the Investors will have the right to designate two individuals for election to the Board. After the Investors cease to beneficially own, in the aggregate, at least 60% of the shares of our Series A Preferred Stock (or underlying shares of Common Stock to be issued on conversion of the Series A Preferred Stock), the Investors will have the right to designate one individual for election to the Board. The Investors will no longer be entitled to designate any individuals for election to the Board after the Investors cease to own, in the aggregate, at least 20% of the shares of our Series A Preferred Stock and/or underlying shares of Common Stock issued on conversion of Series A Preferred Stock. Further, our obligation to have any individual elected to the Board or to nominate any individual to the Board shall in each case be subject to the qualifications set forth in the Investment Agreement. In the event the Investors or their respective affiliates no longer beneficially own, in the aggregate, at least 60% of the shares of our Series A Preferred Stock or an equivalent amount of our Common Stock, on an as-converted basis, (i) at the request of a majority of the directors then in office or the Chairman of the Board, one of the One Rock Designees shall resign immediately from the Board and any committee thereof or (ii) if no such request is made, such One Rock Designee shall continue to serve until his or her term expires at the next annual meeting of stockholders of the Company (unless such One Rock Designee otherwise elects to resign). In the event the Investors or their respective affiliates no longer beneficially own, in the aggregate, at least 20% of the shares of our Series A Preferred Stock or an equivalent amount of our Common Stock, on an as-converted basis, (i) at the request of a majority of the directors then in office or the Chairman of the Board, the remaining One Rock Designee shall resign immediately from the Board and any committee thereof or (ii) if no such request is made, such remaining One Rock Designee shall continue to serve until his or her term expires at the next annual meeting of stockholders of the Company. Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) attached to this Proxy Statement intend to vote the proxies held by them “FOR” the election of the seven director nominees. If any of these nominees ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), such proxies may be voted by the proxyholders in accordance with the recommendation of the Board. The Investors intend to vote “FOR” the election of the One Rock Nominees. If any of the One Rock Nominees ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), the Investors will vote for another One Rock Nominee in accordance with the terms of the Investment Agreement.

  3. Nominees for Election to the Board of Directors in 2025

    Nominees for Election to the Board of Directors in 2025 The following information describes the offices held, other business directorships and other background information for each director nominee. We believe that our director nominees collectively provide an appropriate mix of experience and skills relevant to the size and nature of our business. Beneficial ownership of equity securities of the director nominees is shown under “Ownership of Securities” below. Seven Nominees for Election as Directors with a term expiring at the 2026 Annual Meeting, to be elected by the holders of our Common Stock and holders of Series A Preferred Stock, voting together as a single class.

  4. Nominees for Election to the Board of Directors in 2025

    | Name | Age | Principal Occupation and Other Information | | James R. Abrahamson | 69 | James R. Abrahamson served as interim President and Chief Executive Officer of the Company from June 1, 2023, until September 30, 2023, and has been a member of the Board since August 2015. Mr. Abrahamson’s public company board experience includes currently serving as independent Board Chair of VICI Properties, Inc. (NYSE: VICI), a leading REIT comprised of large-scale experiential focused destination resort and gaming facilities across the country, since its inception in October 2017 and subsequent IPO in February 2018. Previously, Mr. Abrahamson served as an independent director of CorePoint Lodging Inc. (NYSE: CPLG), a leading midscale hotel REIT comprised of over 100 hotels, from its launch and IPO in May 2018 until its sale to Highgate in February 2022. Mr. Abrahamson served as an independent director of LaQuinta Holdings (NYSE: LQ) from 2015 until its sale to Wyndham Hotels & Resorts in 2018 and as an executive director of the board of Intercontinental Hotels Group (LON: IHG) in 2010 and 2011. Mr. Abrahamson’s corporate career includes prior service as Chief Executive Officer of Interstate Hotels & Resorts, a privately held leading global hotel management company comprised of approximately 500 hotels from 2011 to March 2017; he was named to the position of Chairman and CEO in October 2016. He then served as Board Chair from March 2017 until the sale of Interstate to Aimbridge Hospitality in October 2019. Prior to joining Interstate in 2011, Mr. Abrahamson held senior leadership positions with InterContinental Hotels Group (LON: IHG), Hyatt Corporation (NYSE: H), Marcus Corporation (NYSE: MCS) and Hilton Worldwide (NYSE: HLT). Mr. Abrahamson has also previously served as President of the Marriott International National Association owners’ organization in 2017 and 2018, as Board Chair of the American Hotel and Lodging Association in 2015 and 2016 and as Board Chair of the U.S. Travel Association in 2013 and 2014. He holds a degree in Business Administration from the University of Minnesota. | | Dale A. Asplund | 56 | Dale A. Asplund has served as President and CEO of the Company since October 2023 and has been a member of the Board since October 2023. Prior to joining the Company, Mr. Asplund served as Executive Vice President, Chief Operating Officer of United Rentals, Inc. from May 2019 until September 2023. In this role, Mr. Asplund served on the executive leadership team with company-wide responsibility for operations and employee safety. Prior to this role, Mr. Asplund served as Executive Vice President, Business Services and Chief Information Officer at United Rentals, Inc. from January 2017 to May 2019. Mr. Asplund joined United |

  5. Nominees for Election to the Board of Directors in 2025

    | Name | Age | Principal Occupation and Other Information | | | | Rentals, Inc. in 1998, and over his employment with United Rentals held various senior positions that included responsibility for supply chain, fleet management, shared services and information technology. Mr. Asplund previously worked for United Waste Systems, Inc. as a divisional manager. Mr. Asplund earned a Bachelor of Arts from Northern Michigan University. | | Jane Okun Bomba | 62 | Jane Okun Bomba has been a member of the Board since April 2019. Since January 2018, Ms. Okun Bomba has served as President of Saddle Ridge Consulting, LLC and advises on a range of strategic issues, including investor relations, corporate perception and governance, transaction integration, human resources and environmental, social and governance matters (“ESG”). From 2004 to 2017, Ms. Okun Bomba was an executive at IHS Markit Ltd., most recently as Executive Vice President, Chief Administrative Officer. At IHS Markit she led 450 people worldwide delivering support to the company through many corporate functions including HR, Marketing, Communications, Sustainability and Investor Relations. Prior to IHS Markit, she was a partner at Genesis, Inc. and headed investor relations at Velocom Inc., MediaOne Group, Inc. and Northwest Airlines. She held various management positions in corporate finance at Northwest Airlines Corp. and American Airlines, Inc., and was a CPA at PricewaterhouseCoopers. Ms. Okun Bomba serves on the board of Clarivate Plc (NYSE: CLVT), a leading global provider of transformative intelligence, and Kickstart International and is a member of the International Women’s Forum. She is a member of the University of Michigan, Ross School of Business Dean’s Advisory Board and the School of Literature, Science and Arts Dean’s Advisory Committee. Ms. Okun Bomba holds both a BGS and an M.B.A. from the University of Michigan at Ann Arbor. She completed graduate studies at the Stockholm School of Economics, and board director education in the Women’s Director Development Program at the Kellogg School of Management, Northwestern University and the Directors’ Consortium. | | William Cornog | 60 | William Cornog has been a member of the Board since May 2022. Mr. Cornog was with KKR Capstone, the portfolio operations team of KKR & Co. Inc. (together with KKR BrightView Aggregator L.P., and with its affiliates and their successors and assigns (other than the Company and its subsidiaries), “KKR” or the “Sponsor”), from 2002 to 2022 and served as a member of KKR’s Americas, EMEA, APAC, Infrastructure, TMT Growth Portfolio Management, Investment & Distribution and Valuation Committees. Prior to joining KKR, Mr. Cornog was with Williams Communications Group as the Senior Vice President and General Manager of Network Services. Prior to that, Mr. Cornog was a partner at The Boston Consulting Group. Mr. Cornog currently is a director at Azenta, Inc. (Nasdaq: AZTA), a leading global provider of biological and chemical compound sample exploration and management solutions for the life sciences industry. Mr. Cornog has also served as a director for LiveWire Group, Inc. (NYSE: LVWR), an electric motorcycle manufacturer, since 2022. Private company and philanthropic boards include Griffin Highline, Blue Crow Sports Group, and The Knight Campus at the University of Oregon. Mr. Cornog earned a B.A. from Stanford University and an M.B.A. from Harvard Business School. |

  6. Nominees for Election to the Board of Directors in 2025

    | Name | Age | Principal Occupation and Other Information | | Frank Lopez | 50 | Frank Lopez has been a member of the Board since September 2021. Mr. Lopez is Executive Vice President and Chief Human Resources Officer of Ryder System, Inc., a global commercial fleet management, dedicated transportation and supply chain solutions company. From July 2013 to January 2016, Mr. Lopez was Senior Vice President, Global Human Resources Operations, responsible for business segments throughout U.S., Canada, Mexico, Europe and Asia, as well as for corporate human resources, talent management, recruiting, diversity and inclusion, labor relations and human resource service center operations. Mr. Lopez joined Ryder in October 2002 as Associate General Counsel — Global Labor and Employment Law, with responsibility for global employment law and labor relations. Prior to joining Ryder, Mr. Lopez spent several years in private practice at a national law firm. Mr. Lopez has a bachelor’s degree in Political Science from Florida International University and a law degree from Emory University School of Law. He is a member of the Board of Directors of the Florida International University Foundation. | | Paul E. Raether | 78 | Paul E. Raether has been a member of the Board since May 2015. Mr. Raether is a Senior Advisory Partner at KKR. He joined KKR in 1980, became a General Partner in 1986, and currently serves on two of three of KKR’s regional Portfolio Management Committees. Mr. Raether also served on the board of directors of KKR Acquisition Holdings I Corp. from March 2021 to December 2022. Mr. Raether served as a director of WM111 Corp. from May 2015 until May 2017. He currently serves as Chairman of the Board of Directors at BrightView Holdings. He has played a significant role in numerous portfolio companies including Apple Leisure Group, Beatrice Companies, Inc., Cole National Corporation, The Duracell Company, Fleet/Bank of New England, IDEX Corporation, KSL Recreation Corporation, Masonite International Corporation, PT Components Inc., Randall’s Food Markets, Inc., RJR Nabisco, Inc., Seaman Furniture Company, Inc., Shoppers Drug Mart Corporation, The Stop & Shop Supermarket Company, Storer Communications, Inc., Walter Industries, Inc. and Wometco Enterprises, Inc. Prior to joining KKR, Mr. Raether served as an officer in the United States Navy and started his professional career in the Corporate Finance Department of Reynolds Securities. Previously, he was a Vice President in the Corporate Finance Department of Blyth Eastman Dillon & Company. He obtained a Bachelor of Arts from Trinity College and an M.B.A. from the Tuck School of Business at Dartmouth College. Mr. Raether serves as a director or trustee for several educational and non-profit institutions. He retired from the Board of Trinity College in Hartford, Connecticut in 2014 after 25 years of service including the last 12 years as Chairman. He also serves as a Member of the Board of Advisors of the Tuck School of Business at Dartmouth College. | | Mara Swan | 65 | Mara Swan has been a member of the Board since April 2019. Since October 2020, Ms. Swan has served as the President of Acceleration, LLC and advises on human capital strategy, talent, D, E & I, compensation, workforce productivity and performance issues. In March 2020, Ms. Swan retired as the Executive Vice President of Global Strategy and Talent at ManpowerGroup (NYSE: MAN). In this role, which she held since 2009, she led corporate strategy, marketing, human resources, thought leadership, public relations, communications, risk management and ESG. In 2014, she |

  7. Nominees for Election to the Board of Directors in 2025

    | Name | Age | Principal Occupation and Other Information | | | | assumed global leadership responsibility for ManpowerGroup’s Right Management brand, where she was responsible for driving growth and improving profitability. Prior to ManpowerGroup, Ms. Swan was the Chief Human Resources Officer at Molson Coors Beverage company. Ms. Swan currently serves on the GOJO Industries (PURELL brand) board of directors where she has been the Chair of the compensation committee since 2011. In July 2020, Ms. Swan joined the board of ULINE, North America’s leading distributor of shipping packaging and industrial supplies. Ms. Swan also was previously the Executive Chair of the Center on Executive Compensation in Washington, D.C. |

  8. Nominees for Election to the Board of Directors in 2025

    YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE. Nominees for Election as Directors with a term expiring at the 2026 Annual Meeting, to be elected separately by the holders of our Series A Preferred Stock.

  9. Nominees for Election to the Board of Directors in 2025

    | Name | Age | Principal Occupation and Other Information | | Kurt Barker | 64 | Kurt Barker has been an independent member of the Board since August 2023. Mr. Barker is an Operating Partner in the Business and Environmental Services vertical for One Rock Capital Partners, LLC. Mr. Barker was a co-founder of United Rentals, Inc., the largest equipment rental company in North America. From 1997 to 2007, Mr. Barker held a number of different operating positions at United Rentals, including Vice President of the Aerial Region, Vice President of the Midwest Region and Vice President of Highway Technologies. From 2007 to 2008, Mr. Barker was Executive Vice President of Corporate Services, responsible for the Sales, Fleet, Fleet Maintenance, Information Technology, Customer Service and National Accounts departments. Prior to United Rentals, Mr. Barker was Vice President of the Midwest Region for United Waste Systems. Mr. Barker currently is a director at Primo Brands Corporation (NYSE: PRMB), a leading branded beverage company in North America. | | Josh Goldman | 42 | Josh Goldman has been an independent member of the Board since August 2023. Mr. Goldman is a Partner of One Rock Capital Partners, LLC. Prior to joining One Rock, Mr. Goldman was an Associate at Ripplewood Holdings, focusing on investments across multiple industries. In addition, Mr. Goldman was actively involved in the oversight of Ripplewood portfolio companies in the telecommunications and industrials sectors. Prior to Ripplewood, Mr. Goldman was an Investment Banking Analyst at UBS Investment Bank in the Global Technology and Financial Sponsors & Leveraged Finance groups. Mr. Goldman earned a B.B.A. from the Ross School of Business at the University of Michigan and an M.B.A. with Dean’s Honors and Distinction from Columbia Business School. |

  10. Nominees for Election to the Board of Directors in 2025

    YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

  11. Summary of Our Executive Compensation Practices

    | What We Do | What We Don’t Do | | ✓ Emphasis on long-term equity and “at-risk” compensation ✓ Stock ownership guidelines for executives and non-employee directors supported by net share retention requirements ✓ Primarily financial metric-based annual bonus program with challenging performance goals and capped payout opportunities, as well as a component tied to additional strategic goals for Fiscal 2024 ✓ Appropriate selection of size and industry-appropriate peers ✓ Anti-hedging/pledging policy for executives ✓ Engage an independent compensation consultant ✓ Incentive compensation clawback policies for executives | × No undue risk created by compensation programs × No re-pricing or cash buyout of underwater stock options without stockholder approval × No significant/special perquisites or tax gross-ups, including no gross-ups for change of control related excise tax payments × No market timing with granting of equity awards × No adjustments to in-cycle performance awards |

  12. Executive Compensation Objectives and Philosophy

    Executive Compensation Objectives and Philosophy At BrightView, we align executive compensation with business results and stockholder interests. In this spirit, we offer a competitive compensation program that allows our NEOs to share in the Company’s financial success when they deliver performance that helps achieve short and long-term corporate goals and increases in stockholder value. On an overall basis, target total compensation for our NEOs is calibrated to the market median of our peer group (as defined below) and size-appropriate general industry survey data. Certain executives may have target total compensation above or below the market median depending on their individual experience level and the value of their role to the organization. In addition, the majority of compensation for all NEOs is in the form of variable compensation and therefore earned compensation can be above or below target depending on Company and individual performance. Delivering on our strategic goals and creating value for stockholders requires a strong focus on attracting, engaging and retaining a talented senior management team. To that end, we deliver executive compensation through a combination of the following components: Base salary — Provides a fixed level of compensation to our NEOs and recognizes the NEO’s leadership role; • Annual bonus opportunity — Ties pay to Company performance for the fiscal year; • Long-term equity compensation — Aligns compensation with the creation of equity value and achievement of long-term business and strategic goals; • Benefits and perquisites — Broad-based employee benefits, which are substantially the same as those provided to our executives, are intended to attract and retain employees while providing them with retirement and health and welfare security and limited perquisites, including life insurance and reimbursement for relocation and travel expenses; and • Severance and other benefits payable upon qualifying terminations of employment or a change of control — Encourages the continued attention and dedication of our NEOs and provides reasonable individual security to enable our NEOs to focus on our best interests, particularly when considering strategic alternatives. Consistent with prior practice, we do not intend to adhere to rigid formulas or react to short-term changes in business performance in determining the amount and mix of compensation elements. However, the core principle of our compensation philosophy is that pay is aligned with performance.

  13. Compensation Determination Process

    Compensation Determination Process Role of the Compensation Committee and Management Our Compensation Committee is responsible for determining the compensation of our CEO and reviewing and approving compensation of other executive officers. Our CEO works closely with the Compensation Committee in managing our executive compensation program and attends meetings of the Compensation Committee. Because of his daily involvement with the executive team, our CEO makes recommendations to the Compensation Committee regarding compensation for the executive officers other than himself and has no independent approval authority over their compensation. Our CEO does not participate in discussions with the Compensation Committee regarding his own compensation. Role of the Compensation Consultant The Compensation Committee engages Pearl Meyer & Partners, LLC (“Pearl Meyer”), an independent compensation consulting firm, to assist it in evaluating the elements and levels of our executive compensation for our executive officers and directors. For Fiscal 2024, Pearl Meyer provided guidance with respect to the ongoing review of our executive compensation programs. Items included, but were not limited to, peer group development, benchmarking executive compensation and incentive (short and long-term) design. With respect to its services in Fiscal 2024, the Compensation Committee assessed Pearl Meyer’s independence and determined that Pearl Meyer is independent pursuant to applicable NYSE rules and that there are no conflicts of interest raised by the work performed by Pearl Meyer. For Fiscal 2024 named executive officer compensation decisions, the Compensation Committee utilized a peer group (the “Peer Group”) consisting of the following fourteen companies (median revenue approximately $2.7 billion vs. BrightView’s $2.8 billion):

  14. Compensation Determination Process

    The Peer Group companies were selected to represent companies in the environmental and facilities services, construction and engineering, diversified support services and specialized consumer services industries that are within an appropriate size range as compared to BrightView. Compensation Risk Assessment Pearl Meyer was also engaged to assess the Company’s compensation plans and practices to evaluate whether they create risks that are reasonably likely to have a material adverse effect on the Company. Pearl Meyer’s assessment of our compensations plans and programs was reviewed with the Compensation Committee and, based on its assessment, the Compensation Committee has concluded that the Company’s compensation policies and practices do not create incentives to take risks that are reasonably likely to have a material adverse effect on the Company. We believe we have allocated our compensation among base salary, short-term incentives and long-term equity awards in such a way as to not encourage excessive risk taking. Employment Agreements Each of our NEOs is party to an employment agreement which sets forth standard terms summarizing annual base salary, bonus and benefits. For additional information regarding our employment agreements, see “Summary Compensation Table — Employment Agreements” below. We believe that these agreements reflect market practices and include restrictive covenants that help to protect stockholder interests. The Company entered into the employment agreement with Mr. Asplund in connection with his appointment as our President and Chief Executive Officer effective as of October 1, 2023, following a thorough search process conducted by our Board. His initial level of base salary and annual bonus and long-term incentive award opportunities reflected in the employment agreement were negotiated by the Board with guidance from Pearl Meyer. This compensation level is in an amount and mix consistent with our overall executive compensation philosophy and aligned to our market median. To induce Mr. Asplund to accept our offer, to help offset forfeited compensation from his prior employer, and to encourage Mr. Asplund to invest a significant amount of his own money in Company stock, the employment agreement includes certain inducement equity awards, discussed further below, as well as a sign-on cash bonus. Timing of Stock Option and other Equity Award Grants Although we do not have a formal policy regarding the timing of awards of stock options, SARs and/or similar option-like instruments grants to our NEOs, we do not make these awards or any other form of equity compensation in anticipation of the release of material, non-public information. Similarly, we do not time the release of material, non-public information based on stock option, SARs or other equity award grant dates for the purpose of affecting the value of any NEO award. In Fiscal 2024, none of our NEOs have been granted any options to purchase shares of our common stock, SARs or similar option-like instruments.

  15. Executive Compensation Program Elements

    Mr. Asplund and Mr. Dozier were not NEOs for Fiscal 2023 and therefore no change in rate of base salary from Fiscal 2023 is shown. Annual Bonus Opportunities Fiscal 2024 Annual Bonus Plan In order to motivate our NEOs to achieve short-term performance goals and tie a portion of their annual compensation to actual performance, each NEO is eligible for an annual bonus award under our bonus plan based on the achievement of our financial growth objectives. Annual Bonus Targets: A target annual bonus, expressed as a percentage of a NEO’s base salary in effect at the end of the applicable performance period, is established within the NEOs’ employment agreements and may be adjusted from time to time by the Compensation Committee in connection with a NEO’s promotion or performance. For Fiscal 2024, the Compensation Committee increased the target bonus percentage to 85% for Mr. Urban and Ms. Orders, based on a review of market data and internal alignment to our stated market median total compensation philosophy and the competitive market data provided by Pearl Meyer. The target bonus percentages under the Fiscal 2023 and Fiscal 2024 bonus plans for our NEOs were as follows:

  16. Executive Compensation Program Elements

    | Named Executive Officer | 2023 Target Bonus (Expressed as a Percentage of Base Salary)(1) | 2024 Target Bonus (Expressed as a Percentage of Base Salary) | | Dale Asplund | N/A | 130% | | Brett Urban | 75% | 85% | | Jonathan Gottsegen | 75% | 75% | | Amanda Orders | 75% | 85% | | Michael Dozier | N/A | 85% |

  17. Executive Compensation Program Elements

    (1) Neither Mr. Asplund nor Mr. Dozier were a NEO for Fiscal 2023 and therefore their Fiscal 2023 target bonus percentages are not included. Performance Measures: For our NEOs, 80% of the bonus payout was tied to our financial performance relative to the budget for Fiscal 2024 (the “Financial Goals”) and 20% was tied to a qualitative assessment of our performance relative to certain sustainability, safety, diversity, and client retention goals (the “Strategic Goals”). Financial Goals: The Financial Goals for Fiscal 2024 were measured by Adjusted EBITDA, defined as net income (loss) before interest, taxes, depreciation and amortization, as further adjusted to exclude certain non-cash, non-recurring and other adjustment items, and as adjusted for the snow adjustment mechanism discussed below. We use Adjusted EBITDA as the measure of financial performance because we believe that it provides a reliable indicator of our strategic growth and overall financial results. This metric, which is commonly used by business service companies, is a recognized indicator of our performance and our ability to generate cash which enables us to return value to our stockholders and engage in strategic acquisitions. In prior years the Financial Goals included a Free Cash Flow component, but that component was removed for Fiscal 2024 because we believe that Adjusted EBITDA is a more consistent and reliable measure of core operating performance. Snow Adjustment Mechanism for Adjusted EBITDA Performance Target: As part of its annual review of the Company’s incentive programs, the Compensation Committee approved a mechanism (the “snow adjustment mechanism”) for adjustment of Adjusted EBITDA performance targets for the impact of snow revenue variances from the budget since such weather-related variances tend to be unpredictable but have a material impact on overall Adjusted EBITDA. The intent of the snow adjustment mechanism is to ensure bonuses are paid based on operational performance and not to overcompensate or penalize plan participants if actual snow revenue is substantially different than budget. The snow adjustment mechanism provides that when snow revenue varies by more than 10% above or below the snow revenue budget, the Adjusted EBITDA performance scale would be adjusted (up or down) to account for substantial snowfall variance from budget. In such event, Adjusted EBITDA performance targets are adjusted by $250,000 for every $1 million in snow revenue that is 10% higher or lower than the snow revenue budget. In Fiscal 2024, the snow revenue budget was set at $261.2 million and a collar (+/- 10%) between $235.1 million and $287.3 million, outside of which the Adjusted EBITDA performance targets would be adjusted. Actual snow revenue was $220.8 million for Fiscal 2024, thus below the lower threshold by $14.3 million which resulted in a $3.6 million downward adjustment to the Adjusted EBITDA performance targets. Strategic Goals: As noted above, for Fiscal 2024 the Compensation Committee conditioned 20% of the bonus opportunity based on the Compensation Committee’s qualitative assessment of performance relative to certain sustainability, safety, diversity, and client retention goals. Based primarily on above-target performance for diversity and client retention goals, the Compensation Committee determined that the combined Strategic Goals were attained above target (at 140%). Performance Goals and Results: For Fiscal 2024, the Compensation Committee set performance targets aligned with the Company’s conservative budget, cautious business expectations and the realities of the commercial landscaping industry conditions at the time. The Adjusted EBITDA achievement factor was determined by calculating the Company’s actual achievement against the applicable performance target based on the pre-established scale set forth in the table below:

  18. Executive Compensation Program Elements

    | Financial Goals | Metric Weighting | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual Results | Payout Percentage | | Adjusted EBITDA | 80% | $298.3 | $331.4 | $364.6 | $324.7 | 90% | | Strategic Goals | | | | | | | | ESG | 20% | Qualitative Assessment (see above) | | | | 140% | | Final Achievement | 100% | | | | | 100% |

  19. Executive Compensation Program Elements

    Results in the table above for the Adjusted EBITDA goals are interpolated on a straight-line basis for achievement between threshold and target and between target and maximum. The Adjusted EBITDA goals are shown after the snow adjustment mechanism. Final Fiscal 2024 Bonus Payouts: The following table illustrates the calculation of the bonuses payable to our NEOs under the Fiscal 2024 bonus plan applicable to such NEO based on the combined final achievement payout percentage for the Financial Goals and Strategic Goals shown above.

  20. Executive Compensation Program Elements

    | Name | 2024 Base Salary | 2024 Target Bonus % | Target Bonus Amount | Final Achievement Factor | Total Bonus Paid | | Dale Asplund | $950,000 | 130% | $1,235,000 | 100% | $1,235,000 | | Brett Urban | $525,000 | 85% | $446,250 | 100% | $446,250 | | Jonathan Gottsegen | $553,000 | 75% | $414,750 | 100% | $414,750 | | Amanda Orders | $450,000 | 85% | $382,500 | 100% | $382,500 | | Michael Dozier | $425,000 | 85% | $361,250 | 100% | $361,250 |

  21. Executive Compensation Program Elements

    Long-Term Equity Incentive Awards We believe that successful performance over the long term is aided by the use of equity-based awards which create an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business. Equity-based awards also allow for a portion of our executive compensation to be “at-risk” and directly tied to the performance of our business. As part of the Compensation Committee’s continuing efforts to better align pay with performance, for Fiscal 2024, the Compensation Committee continued its long-term equity structure that will annually award NEOs market-based equity opportunities in the form of 50% time-vesting restricted stock units (“RSUs”), which is consistent with historic practice, and 50% in performance-vesting restricted stock units (“PRSUs”), in place of their prior practice of awarding time-vesting stock options. For Fiscal 2024, Mr. Asplund’s employment agreement provides that his long-term equity incentive awards will have an aggregate target grant date value of not less than $4,000,000. In addition, the Company granted equity awards under the Inducement Plan to Mr. Asplund, pursuant to his employment agreement and as a material inducement to his joining the Company as our President and Chief Executive Officer. See “Compensation Discussion and Analysis — Executive Compensation Program Elements — Long-Term Equity Incentive Awards — Fiscal 2024 Inducement Grants” for further information. Fiscal 2024 Annual Grants On November 17, 2023, we granted RSUs and PRSUs to each of our NEOs, as follows:

  22. Executive Compensation Program Elements

    | Name | Fiscal 2024 Annual Grant Value | Time-Vesting RSUs (#) | PRSUs at Target (#) | | Dale Asplund | $4,000,000 | 277,000 | 277,000 | | Brett Urban | $1,000,000 | 69,444 | 69,444 | | Jonathan Gottsegen | $746,000 | 51,805 | 51,805 | | Amanda Orders | $600,000 | 41,666 | 41,666 | | Michael Dozier | $510,000 | 35,416 | 35,416 |

  23. Executive Compensation Program Elements

    The amount of the Fiscal 2024 annual equity awards granted to each eligible NEO was determined by taking into consideration the NEO’s total direct compensation and alignment to a market median total compensation philosophy for our NEO population. The Compensation Committee determined that for our NEOs, the RSUs will vest 25% on each of the first four anniversaries of the grant date, to encourage NEO retention. The Compensation Committee determined to provide 50% of the annual equity award as PRSUs to further encourage longer-term performance. Award payouts, if any, will be determined based on actual performance for the full three-year performance period which commenced on October 1, 2023 and ends on September 30, 2026. Potential award payouts range from 0% to 200% of the target award depending on performance against two equally weighted metrics, “Three-Year Average EBITDA Margin” and “Land Organic Revenue CAGR.” “Three-Year Average EBITDA Margin” is defined as the average of the EBITDA Margin for each of the three years in the performance period. “EBITDA Margin” means, for a fiscal year, the percentage equal to (i) the Company’s Adjusted EBITDA (after adjusting for the snow adjustment mechanism as described above) for the fiscal year divided by (ii) the Company’s reported net service revenue for the fiscal year. “Land Organic Revenue CAGR” means the compound annual growth rate in the Company’s organic Land Business’ reported net service revenue for the performance period, based on the growth in Land Business revenue for the final fiscal year of the performance period over the Land Business revenue for the fiscal year ending September 30, 2023, ignoring any such growth resulting from acquisitions (for the twelve (12) month period immediately following the date of each such acquisition) during the performance period. Our Compensation Committee may adjust the measurement of performance to exclude the impact of certain specified costs, such as charges for restructuring, discontinued operations, or asset write downs, and other unusual, non-recurring or unbudgeted items. Fiscal 2024 Inducement Grants In addition to the Fiscal 2024 annual equity awards, the Company granted equity awards under the Inducement Plan to Mr. Asplund, pursuant to his employment agreement and as a material inducement to his joining the Company as our President and Chief Executive Officer. Mr. Asplund received (i) an award of 250,000 new hire RSUs (“New Hire RSUs”) and (ii) 667,820 matching RSUs (“Matching RSUs”), which equaled the number of shares Mr. Asplund purchased before October 1, 2023 based on a personal investment of approximately $5.5 million. Both the New Hire RSUs and the Matching RSUs vest ratably over four years beginning on October 1, 2024, subject to Mr. Asplund’s continued employment with the Company. In addition, and pursuant to his employment agreement, Mr. Asplund was granted an inducement award of PRSUs under the Inducement Plan with a target award of 250,000 PRSUs (“Inducement PRSUs”) with the same performance design as the Fiscal 2024 PRSUs described above. For specific vesting terms of our equity awards and a description of equity awards made prior to Fiscal 2024, see “— Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Terms of Equity Awards.” Performance-Vesting Restricted Stock and Top-Up Options from IPO As discussed below under “— Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Terms of Equity Awards — Pre-IPO Class B Units and Converted Restricted Stock,” prior to our IPO, long-term equity incentive awards were granted to certain of our NEOs in the form of Class B Units, which were 50% time-vesting and 50% performance-vesting. In connection with the IPO, all outstanding unvested Class B Units were converted into shares of restricted stock granted under our A&R Omnibus Incentive Plan. In addition, upon the effectiveness of the IPO, we were required under the terms of the Second Amended and Restated Limited Partnership Agreement (the “Parent Limited Partnership Agreement”) with BrightView Parent L.P. to grant to each holder of Class B Units, including each of our NEOs, nonqualified options to purchase shares of our Common Stock (the “Top-Up Options”). The Top-Up Options were granted pursuant to our A&R Omnibus Incentive Plan and have the same vesting terms and conditions as the Class B Units to which they correspond (i.e., 50% time-vesting and 50% performance-vesting), and were vested and unvested in the same proportion as the corresponding grant of Class B Units was vested and unvested immediately prior to the IPO. With respect to the converted performance-vesting restricted stock and performance-vesting Top-Up Options, performance vesting was initially based on achievement against annual Adjusted EBITDA goals measured through Fiscal 2022. These goals were not achieved. The awards remain outstanding, however, and are eligible to vest in whole or in part if the NEO remains employed through the date of a “Realization Event” as defined in the award agreements. A “Realization Event” generally means a change in control in which KKR Group receives a specified minimum level of return on its investment, and can also include a partial sale of shares by KKR Group in which such minimum level of return is achieved. No such Realization Event occurred in Fiscal 2024.

  24. Summary Compensation Table

    Summary Compensation Table The following table provides summary information concerning compensation paid, granted or accrued by us to or on behalf of our NEOs for services rendered for the years indicated.

  25. Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary ($) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(6) | Total ($) | | Dale Asplund President and CEO | 2024 | 950,000 | 500,000 | 13,050,594 | — | 1,235,000 | — | 39,738 | 15,775,332 | | Brett Urban Executive Vice President, CFO | 2024 | 525,000 | 62,500 | 999,994 | — | 446,250 | — | 19,755 | 2,053,498 | | | 2023 | 450,000 | — | 999,982 | — | 391,500 | — | 18,917 | 1,860,399 | | | — | — | — | — | — | — | — | — | — | | Jonathan Gottsegen Executive Vice President, Chief Legal Officer and Corporate Secretary | 2024 | 553,000 | 40,000 | 745,992 | — | 414,750 | — | 32,105 | 1,785,847 | | | 2023 | 553,000 | — | 1,420,988 | — | 481,110 | — | 41,943 | 2,497,041 | | | 2022 | 553,000 | — | 723,001 | 373,002 | 138,388 | — | 35,339 | 1,822,730 | | Amanda Orders Executive Vice President, CHRO | 2024 | 450,000 | 62,500 | 599,990 | — | 382,500 | — | 20,571 | 1,515,562 | | | 2023 | 425,000 | — | 1,554,975 | — | 369,750 | — | 18,229 | 2,367,954 | | | 2022 | 375,000 | — | 724,997 | 224,998 | 86,625 | — | 6,243 | 1,417,863 | | Michael Dozier Executive Vice President, Chief Commercial Officer | 2024 | 425,000 | 40,000 | 509,990 | — | 361,250 | — | 18,507 | 1,354,747 |

  26. Summary Compensation Table

    Positions are those held as of September 30, 2024. As previously announced, Dale Asplund was appointed our new President and CEO effective October 1, 2023 and was not an NEO for Fiscal 2022 or Fiscal 2023. Mr. Urban was appointed our CFO effective October 1, 2022 and was not an NEO for Fiscal 2022. Mr. Dozier was not an NEO for Fiscal 2022 or Fiscal 2023. Amount reflects payment of sign-on cash bonus made in October 2023 to Mr. Asplund pursuant to his employment agreement. Amount also reflects the cash portion of retention awards granted to Mr. Urban, Mr. Gottsegen, Ms. Orders, and Mr. Dozier on June 1, 2023 that vested on June 1, 2024. Mr. Urban’s and Ms. Orders’ retention award is provided 25% as a cash award opportunity and 75% as an award of RSUs, with the number of underlying shares determined based on the closing price of the Company’s Common Stock on June 1, 2023. Mr. Gottsegen’s and Mr. Dozier’s retention award is provided 32% as a cash award opportunity and 68% as an award of RSUs. The aggregate amounts of the retention awards were as follows: Mr. Urban, $500,000; Mr. Gottsegen, $250,000; Ms. Orders, $500,000; and Mr. Dozier, $250,000. The remaining portion of the retention award will vest on December 1, 2024, subject to the executive’s continued employment with the Company through each vesting date. (3) Amounts reported in this column reflect the aggregate grant date fair value of RSUs and PRSUs granted to our NEOs in the year indicated, calculated in accordance with FASB ASC Topic 718 (“ASC 718”), using the assumptions discussed in Note 13 “Equity Based Compensation” to our audited consolidated financial statements contained in our 2024 Annual Report. For Mr. Asplund, the Fiscal 2024 amount in this column includes RSUs and PRSUs granted to him in connection with appointment as President and CEO and his Fiscal 2024 annual long-term incentive awards. In addition, all NEOs (including Mr. Asplund) received annual PRSUs. As described further under “Compensation Discussion and Analysis — Executive Compensation Program Elements — Long-Term Equity Incentive Awards” for the PRSUs granted in Fiscal 2024, 50% are based on Three-Year Average EBITDA Margin and 50% are based on Land Organic Revenue CAGR for the three-year performance period. The grant date fair value of the PRSUs were computed in accordance with ASC 718 based upon target performance as the probable outcome of the performance conditions as of the grant date. Assuming the highest level of performance achievement, the aggregate grant date fair value of the PRSUs that are earned would have been $7,874,989 for Mr. Asplund, $999,994 for Mr. Urban, $745,992 for Mr. Gottsegen, $599,990 for Ms. Orders, and $509,990 for Mr. Dozier. See the Grants of Plan-Based Awards Table for information on RSUs and PRSUs granted in Fiscal 2024. The actual amounts that our NEOs will be able to realize from these equity awards will depend on a number of factors including the Company’s actual operating performance, stock price, the vesting terms of the award and the applicable NEO’s continued employment. (4) Amounts reported in this column reflect the grant date fair value of options granted to each of our participating NEOs in the applicable year. As discussed in “Compensation Discussion and Analysis — Executive Compensation Program Elements — Long-Term Equity Incentive Awards,” stock options were not granted in Fiscal 2024. The grant date fair values were computed in accordance with ASC 718 using a Black-Scholes valuation model. For information regarding the assumptions used in determining the value of these awards, please refer to Note 13 “Equity Based Compensation” to our audited consolidated financial statements contained in the 2024 Annual Report. (5) The amounts in this column consist of annual bonus payments earned by each of our NEOs based on Company performance for the year indicated. For a description of the terms of the Fiscal 2024 bonus plan, see “Compensation Discussion and Analysis — Executive Compensation Program Elements — Annual Bonus Opportunities — Fiscal 2024 Annual Bonus Plan.” (6) All Other Compensation for Fiscal 2024 reflects the following: (a) as to all NEOs, matching contributions under the Company’s 401(k) plan in the following amounts: Mr. Asplund, $11,692, Mr. Urban, $13,800; Mr. Gottsegen, $13,258; Ms. Orders, $13,905; and Mr. Dozier, $11,453; (b) as to Mr. Gottsegen, Company paid expenses of approximately $8,030 for travel to and from the Company’s headquarters in accordance with his employment agreement; and (c) as to all NEOs, payments of premiums under the executive health and disability and life insurance plans in the following aggregate amounts: Mr. Asplund, $28,045, Mr. Urban, $5,955; Mr. Gottsegen, $10,817; Ms. Orders, $6,666; and Mr. Dozier, $7,054.

  27. Grants of Plan-Based Awards in Fiscal 2024

    Grants of Plan-Based Awards in Fiscal 2024

  28. Grants of Plan-Based Awards in Fiscal 2024

    | | Award Type | Grant Date | Board Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | Grant Date Fair Value of Stock Awards(4) | | Name | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Dale Asplund President and CEO | Time-vesting RSUs(5) | 10/1/23 | 8/27/23 | — | — | — | — | — | — | 250,000 | 1,937,500 | | | Time-vesting RSUs(6) | 10/1/23 | 8/27/23 | — | — | — | — | — | — | 667,820 | 5,175,605 | | | PRSUs(7) | 10/1/23 | 8/27/23 | — | — | — | 125,000 | 250,000 | 500,000 | — | 1,937,500 | | | Time-vesting RSUs(8) | 11/17/23 | 11/1/23 | — | — | — | — | — | — | 277,777 | 1,999,994 | | | PRSUs(9) | 11/17/23 | 11/1/23 | — | — | — | 138,889 | 277,777 | 555,554 | — | 1,999,994 | | | 2024 Bonus | — | — | 617,500 | 1,235,000 | 2,470,000 | — | — | — | — | — | | Brett Urban EVP, CFO | Time-vesting RSUs(8) | 11/17/23 | 11/1/23 | — | — | — | — | — | — | 69,444 | 499,997 | | | PRSUs(9) | 11/17/23 | 11/1/23 | — | — | — | 34,722 | 69,444 | 138,888 | — | 499,997 | | | 2024 Bonus | — | — | 223,125 | 446,250 | 892,500 | — | — | — | — | — | | Jonathan Gottsegen EVP, CLO and Corporate Secretary | Time-vesting RSUs(8) | 11/17/23 | 11/1/23 | — | — | — | — | — | — | 51,805 | 372,996 | | | PRSUs(9) | 11/17/23 | 11/1/23 | — | — | — | 25,903 | 51,805 | 103,610 | — | 372,996 | | | 2024 Bonus | — | — | 207,375 | 414,750 | 829,500 | — | — | — | — | — | | Amanda Orders EVP, CHRO | Time-vesting RSUs(8) | 11/17/23 | 11/1/23 | — | — | — | — | — | — | 41,666 | 299,995 | | | PRSUs(9) | 11/17/23 | 11/1/23 | — | — | — | 20,833 | 41,666 | 83,332 | — | 299,995 | | | 2024 Bonus | — | — | 191,250 | 382,500 | 765,000 | — | — | — | — | — | | Michael Dozier EVP, Chief Commercial Officer | Time-vesting RSUs(8) | 11/17/23 | 11/1/23 | — | — | — | — | — | — | 35,416 | 254,995 | | | PRSUs(9) | 11/17/23 | 11/1/23 | — | — | — | 17,708 | 35,416 | 70,832 | — | 254,995 | | | 2024 Bonus | — | — | 180,625 | 361,250 | 722,500 | — | — | — | — | — |

  29. Grants of Plan-Based Awards in Fiscal 2024

    (1) See “Compensation Discussion and Analysis — Executive Compensation Program Elements — Annual Bonus Opportunities — 2024 Annual Bonus Plan” above for a description of our Fiscal 2024 performance-based bonus plan. Amounts reported in the “Threshold” column assume threshold performance for the Adjusted EBITDA component and 50% payout for Strategic Goals component. (2) Reflects PRSUs granted in Fiscal 2024. As described further under “Compensation Discussion and Analysis — Executive Compensation Program Elements — Long-Term Equity Incentive Awards” for the PRSUs granted in Fiscal 2024, 50% are based on Three-Year Average EBITDA Margin and 50% are based on Land Organic Revenue CAGR for the three-year performance period of Fiscal 2024 to Fiscal 2026. (3) Reflects the time-vesting RSUs granted in Fiscal 2024. See “Compensation Discussion and Analysis — Executive Compensation Program Elements — Long-Term Equity Incentive Awards” for further information on the RSUs granted in Fiscal 2024. (4) Represents the grant date fair value of the RSUs and PRSUs granted in Fiscal 2024. The assumptions applied in determining the fair value of the awards are discussed in Note 13 “Equity-Based Compensation” to our audited consolidated financial statements included in the 2024 Annual Report. As discussed in “Compensation Discussion and Analysis — Executive Compensation Program Elements — Long-Term Equity Incentive Awards,” stock options were not granted in Fiscal 2024. (5) Reflects the New Hire RSUs granted in Fiscal 2024 to Mr. Asplund in connection with his appointment as President and CEO. See “Compensation Discussion and Analysis — Executive Compensation Program Elements — Long-Term Equity Incentive Awards — Fiscal 2024 Inducement Grants” for further information. Reflects the Matching RSUs granted in Fiscal 2024 to Mr. Asplund in connection with his appointment as President and CEO. See “Compensation Discussion and Analysis — Executive Compensation Program Elements — Long-Term Equity Incentive Awards — Fiscal 2024 Inducement Grants” for further information. Reflects the PRSUs granted in Fiscal 2024 to Mr. Asplund in connection with his appointment as President and CEO. See “Compensation Discussion and Analysis — Executive Compensation Program Elements — Long-Term Equity Incentive Awards — Fiscal 2024 Inducement Grants” for further information. (8) Reflects the annual time-vesting RSUs granted in Fiscal 2024 to the NEO. See “Compensation Discussion and Analysis — Executive Compensation Program Elements — Long-Term Equity Incentive Awards — Fiscal 2024 Annual Grants” for further information on the annual RSU awards. (9) Reflects the annual PRSUs granted in Fiscal 2024 to the NEO. See “Compensation Discussion and Analysis — Executive Compensation Program Elements — Long-Term Equity Incentive Awards — Fiscal 2024 Annual Grants” for further information on the annual PRSU awards.

  30. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  31. Outstanding Equity Awards at Fiscal 2024 End

    Outstanding Equity Awards at Fiscal 2024 End

  32. Outstanding Equity Awards at Fiscal 2024 End

    | | Option Awards | | | | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Not Exercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, units or Other Rights That Have Not Vested ($)(2)(3) | | Dale Asplund | 10/1/23(15) | — | — | — | — | — | 667,820 | 10,511,487 | — | — | | | 10/1/23(15) | — | — | — | — | — | 250,000 | 3,935,000 | — | — | | | 10/1/23(16) | — | — | — | — | — | — | — | 250,000 | 3,935,000 | | | 11/17/23(17) | — | — | — | — | — | 277,777 | 4,372,210 | — | — | | | 11/17/23(16) | — | — | — | — | — | — | — | 277,777 | 4,372,210 | | Brett Urban | 6/27/18(4) | 29,477 | — | 13,870 | 22.00 | 6/27/28 | — | — | 5,007 | 78,810 | | | 6/27/18(5) | 10,691 | — | — | 22.00 | 6/27/28 | — | — | — | — | | | 11/28/18(6) | 9,000 | — | — | 13.49 | 11/28/28 | — | — | — | — | | | 11/22/19(7) | 9,728 | — | — | 16.89 | 11/22/29 | — | — | — | — | | | 11/19/20(8) | 8,535 | 2,846 | — | 13.78 | 11/19/30 | 1,457 | 22,933 | — | — | | | 11/18/21(9) | 6,041 | 6,042 | — | 15.04 | 11/18/31 | 2,749 | 43,269 | — | — | | | 9/29/22(10) | — | — | — | — | — | 88,607 | 1,394,674 | — | — | | | 11/18/22(11) | — | — | — | — | — | 25,568 | 402,440 | — | — | | | 11/18/22(12) | — | — | — | — | — | — | — | 34,090 | 536,577 | | | 6/1/23(13) | — | — | — | — | — | 27,493 | 432,740 | — | — | | | 11/17/23(17) | — | — | — | — | — | 69,444 | 1,093,049 | — | — | | | 11/17/23(16) | — | — | — | — | — | — | — | 69,444 | 1,093,049 | | Jonathan Gottsegen | 6/27/18(4) | 137,433 | — | 64,674 | 22.00 | 6/27/28 | — | — | 20,426 | 321,505 | | | 6/27/18(5) | 42,764 | — | — | 22.00 | 6/27/18 | — | — | — | — | | | 11/28/18(6) | 55,720 | — | — | 13.49 | 11/28/28 | — | — | — | — | | | 11/22/19(7) | 47,338 | — | — | 16.89 | 11/22/29 | — | — | — | — | | | 11/19/20(8) | 39,384 | 13,129 | — | 13.78 | 11/19/30 | 6,722 | 105,804 | — | — | | | 11/18/21(9) | 27,253 | 27,254 | — | 15.04 | 11/18/31 | 12,401 | 195,192 | — | — | | | 9/29/22(10) | — | — | — | — | — | 44,303 | 697,329 | — | — | | | 11/18/22(11) | — | — | — | — | — | 37,400 | 588,676 | — | — | | | 11/18/22(12) | — | — | — | — | — | — | — | 49,866 | 784,891 | | | 6/1/23(13) | — | — | — | — | — | 12,463 | 196,168 | — | — | | | 11/17/23(17) | — | — | — | — | — | 51,805 | 815,411 | — | — | | | 11/17/23(16) | — | — | — | — | — | — | — | 51,805 | 815,411 |

  33. Outstanding Equity Awards at Fiscal 2024 End

    | | Option Awards | | | | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Not Exercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, units or Other Rights That Have Not Vested ($)(2)(3) | | Amanda Orders | 6/27/18(4) | 25,324 | — | 7,070 | 22.00 | 6/27/28 | — | — | 3,425 | 53,910 | | | 6/27/18(5) | 6,415 | — | — | 22.00 | 6/27/28 | — | — | — | — | | | 11/28/18(6) | 8,000 | — | — | 13.49 | 11/28/28 | — | — | — | — | | | 11/22/19(7) | 21,635 | — | — | 16.89 | 11/22/29 | — | — | — | — | | | 11/19/20(8) | 18,603 | 6,201 | — | 13.78 | 11/19/30 | 3,175 | 49,975 | — | — | | | 11/18/21(9) | 16,439 | 16,440 | — | 15.04 | 11/18/31 | 7,480 | 117,735 | — | — | | | 9/29/22(10) | — | — | — | — | — | 63,291 | 996,200 | — | — | | | 11/18/22(11) | — | — | — | — | — | 30,080 | 473,459 | — | — | | | 11/18/22(12) | — | — | — | — | — | — | — | 40,106 | 631,268 | | | 11/18/22(14) | — | — | — | — | — | 66,844 | 1,052,125 | — | — | | | 6/1/23(13) | — | — | — | — | — | 27,493 | 432,740 | — | — | | | 11/17/23(17) | — | — | — | — | — | 41,666 | 655,823 | — | — | | | 11/17/23(16) | — | — | — | — | — | — | — | 41,666 | 655,823 | | Michael Dozier | 6/27/18(4) | 55,954 | — | 11,458 | 22.00 | 6/27/28 | — | — | 8,625 | 135,758 | | | 6/27/18(5) | 85.529 | — | — | 22.00 | 6/27/18 | — | — | — | — | | | 11/28/18(6) | 36,630 | — | — | 13.49 | 11/28/28 | — | — | — | — | | | 11/22/19(7) | 26,787 | — | — | 16.89 | 11/22/29 | — | — | — | — | | | 11/19/20(8) | 23,918 | 7,973 | — | 13.78 | 11/19/30 | 4,082 | 64,251 | — | — | | | 11/18/21(9) | 17,974 | 17,974 | — | 15.04 | 11/18/31 | 8,178 | 128,722 | — | — | | | 9/29/22(10) | — | — | — | — | — | 31,645 | 498,092 | — | — | | | 11/18/22(11) | — | — | — | — | — | 25,568 | 402,440 | — | — | | | 11/18/22(12) | — | — | — | — | — | — | — | 34,090 | 536,577 | | | 6/1/23(13) | — | — | — | — | — | 12,463 | 196,168 | — | — | | | 11/17/23(17) | — | — | — | — | — | 35,416 | 557,448 | — | — | | | 11/17/23(16) | — | — | — | — | — | — | — | 35,416 | 557,448 |

  34. Outstanding Equity Awards at Fiscal 2024 End

    For stock awards granted prior to the IPO, this represents the original grant date of the Class B Units that were converted to restricted stock awards in connection with the IPO. See “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Terms of Equity Awards — Pre-IPO Class B Units and Converted Restricted Stock”. (2) Amounts reported are based on $15.74, which was the closing price of our Common Stock on September 30, 2024, the last business day of Fiscal 2024. (3) Reflects outstanding PRSUs with performance periods ending after September 30, 2024. The awards vest at the end of the applicable performance period subject to performance results and continued service through the end of the performance period, with limited exceptions discussed under “Potential Payments to Named Executive Officers Upon Termination of Employment or Change of Control.” Based on performance through the end of Fiscal 2024, the number and market value of the PRSUs are reported in the “Equity Incentive Plan Awards” column above based on assumed target performance. The actual number of shares that will be issued is not yet determinable. Amounts set forth in the “Number of Securities Underlying Unexercised Options Unexercisable” column include time-vesting Top-Up Options. All of Mr. Gottsegen’s time-vesting Top-Up Options vested on February 28, 2021. All of Mr. Urban’s and Ms. Orders’ time-vesting Top-Up Options vested on December 12, 2022. Amounts set forth in the “Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options” column represent performance-vesting Top-Up Options. The vesting terms of these performance-vesting Top-Up Options are described under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Terms of Equity Awards”. The number and market value of the performance-vesting Top-Up Options for these years reported in this column is based on the Company achieving target level of performance, which is the same as the maximum. Mr. Urban, Mr. Gottsegen and Ms. Orders had no performance-vesting Top-Up Options for the Fiscal 2024 performance period. Reflects IPO Options, which are time-vesting options that vest as to 25% of the shares subject to such option on each anniversary of the grant date, subject to continued employment on each applicable vesting date. (6) Reflects time-vesting stock options that fully vested on November 28, 2022. (7) Reflects time-vesting options that fully vested on November 22, 2023. (8) Reflects time-vesting options and RSUs granted in Fiscal 2021 that vest 25% on each of the first four anniversaries of the grant date. (9) Reflects time-vesting options and RSUs granted in Fiscal 2022 that vest 25% on each of the first four anniversaries of the grant date. (10) Reflects time-vesting RSUs granted in Fiscal 2022 that vest in full on September 29, 2025. (11) Reflects time-vesting RSUs granted in Fiscal 2023 that vest 25% on each of the first four anniversaries of the grant date. (12) Reflects target number of PRSUs granted in Fiscal 2023 to Ms. Orders and Messrs. Urban, Gottsegen, and Dozier that are eligible to vest in full on September 30, 2025 based on achievement of metrics over a three-year performance period. (13) Reflects time-vesting RSUs granted in Fiscal 2023 to Ms. Orders and Messrs. Urban, Gottsegen and Dozier that vested 50% on June 1, 2024 and December 1, 2024. (14) Reflects time-vesting RSUs granted in Fiscal 2023 to Ms. Orders that vests in full on November 18, 2025. (15) Reflects time-vesting RSUs granted in Fiscal 2024 to Mr. Asplund that vest 25% on each of the first four anniversaries of the grant date. (16) Reflects target number of PRSUs granted in Fiscal 2024 that are eligible to vest in full on September 30, 2026 based on achievement of metrics over a three-year performance period. (17) Reflects time-vesting RSUs granted in Fiscal 2024 that vest 25% on each of the first four anniversaries of the grant date.

  35. Option Exercises and Stock Vested in Fiscal 2024

    Option Exercises and Stock Vested in Fiscal 2024 The following table provides information regarding stock awards held by our NEOs that vested during Fiscal 2024. None of our NEOs exercised options in Fiscal 2024.

  36. Option Exercises and Stock Vested in Fiscal 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Dale Asplund | — | — | — | — | | Brett Urban | — | — | 55,269 | 579,795 | | Jonathan Gottsegen | — | — | 113,677 | 901,936 | | Amanda Orders | — | — | 57,460 | 595,737 | | Michael Dozier | — | — | 89,529 | 727,365 |

  37. Option Exercises and Stock Vested in Fiscal 2024

    Represents time-based restricted stock or RSUs. (2) The value realized on vesting is based on the closing price of our Common Stock on the NYSE on the vesting date. If vesting occurs on a day on which the NYSE is closed, the value realized on vesting is based on the closing price on the last trading day prior to the vesting date.

  38. Non-Qualified Deferred Compensation — Fiscal 2024

    Non-Qualified Deferred Compensation — Fiscal 2024

  39. Non-Qualified Deferred Compensation — Fiscal 2024

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | Dale Asplund | — | — | — | — | — | | Brett Urban | — | — | — | — | — | | Jonathan Gottsegen | 70,401 | — | 10,810 | — | 259,398 | | Amanda Orders | 26,798 | — | 78,777 | — | 330,960 | | Michael Dozier | — | — | — | — | — |

  40. Non-Qualified Deferred Compensation — Fiscal 2024

    (1) These amounts are also reported in the Summary Compensation Table. (2) Amounts in this column are not reported as compensation for Fiscal 2024 in the “Summary Compensation Table” since they do not reflect above-market or preferential earnings. (3) Reflects aggregate ESP balance as of September 30, 2024. Of the totals in this column, the following amounts were previously reported in the Summary Compensation Table: Mr. Gottsegen, $171,781; and Ms. Orders, $47,307. Executive Savings Plan The NEOs and certain other senior employees are eligible to defer salary or bonus under the Executive Savings Plan (the “ESP”). The ESP is an unfunded, deferred compensation plan that we maintain for a select group of management or highly compensated employees. Amounts deferred under the ESP are eligible to be paid either upon a termination of employment or a specified future date, in each case either in a lump sum or in installments. The ESP is intended to be “unfunded” for purposes of both ERISA and the Code. The ESP is not intended to be a qualified plan under section 401(a) of the Code. Each participating executive’s subaccounts under the ESP will be paid out upon separation from service or on the in-service distribution date elected by the executive at the time the deferral was made, in a lump sum or in monthly, quarterly or annual installments over 2 to 15 years, as elected by the executive at the time of deferral. The Company has adopted a “rabbi” trust, which holds assets that are to be used to fund the payment of benefits under the ESP but remain subject to the claims of our creditors in the event of an insolvency or bankruptcy. A participant’s ESP account is adjusted for notional earnings based on investment elections from the same investment options available under our 401(k) Plan.

  41. Potential Payments to Named Executive Officers Upon Termination of Employment or Change of Control

    Potential Payments to Named Executive Officers Upon Termination of Employment or Change of Control Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different from those estimated below. Factors that could affect these amounts include the timing during the year of any such event and the valuation of the Company at that time. There can be no assurance that a termination or change of control would produce the same or similar results as those described below if any assumption used to prepare this information is not correct in fact.

  42. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The information below describes and estimates certain compensation that would become payable under plans and arrangements if each Current NEO’s employment had terminated on September 30, 2024, the last business day of Fiscal 2024, given the Current NEO’s compensation as of, and based on the terms of such Current NEO’s employment agreement and arrangements in effect on, such date. A description of the provisions governing such payments under our agreements and any material conditions or obligations applicable to the receipt of payments are described above. The amounts shown in the table do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the Current NEOs. Amounts of Potential Payments Upon Termination or Change of Control

  43. Potential Payments Upon Termination or Change of Control

    | Event | Cash Severance ($)(1) | Continuation of Group Health Coverage ($)(2) | Outplacement Services ($)(3) | Value of Equity Acceleration ($)(4) | Total ($) | | Dale Asplund | | | | | | | Death or Disability | 1,237,603 | — | — | 7,473,761 | 8,711,364 | | Involuntary Termination without Cause or with Good Reason | 2,185,000 | 13,935 | 7,500 | — | 2,206,435 | | Retirement | — | — | — | — | — | | Voluntary termination (not Retirement or Good Reason) or Involuntary Termination for Cause | — | — | — | — | — | | Change of Control | 3,420,000 | 13,935 | 7,500 | 27,125,907 | 30,567,342 | | Brett Urban | | | | | | | Death or Disability | 447,688 | — | — | 3,001,461 | 3,449,149 | | Involuntary Termination without Cause or with Good Reason | 971,250 | 22,763 | 7,500 | 432,740 | 1,434,253 | | Retirement | — | — | — | — | — | | Voluntary termination (not Retirement or Good Reason) or Involuntary Termination for Cause | — | — | — | — | — | | Change of Control | 1,417,500 | 22,763 | 7,500 | 5,028,538 | 6,476,301 |

  44. Potential Payments Upon Termination or Change of Control

    | Event | Cash Severance ($)(1) | Continuation of Group Health Coverage ($)(2) | Outplacement Services ($)(3) | Value of Equity Acceleration ($)(4) | Total ($) | | Jonathan Gottsegen | | | | | | | Death or Disability | 416,265 | — | — | 2,292,043 | 2,708,308 | | Involuntary Termination without Cause or with Good Reason | 967,750 | 18,315 | 7,500 | 196,168 | 1,189,733 | | Retirement | — | — | — | — | — | | Voluntary termination (not Retirement or Good Reason) or Involuntary Termination for Cause | — | — | — | — | — | | Change of Control | 1,382,500 | 18,315 | 7,500 | 4,243,739 | 5,652,054 | | Amanda Orders | | | | | | | Death or Disability | 383,733 | — | — | 3,551,149 | 3,934,881 | | Involuntary Termination without Cause or with Good Reason | 832,500 | 18,315 | 7,500 | 432,740 | 1,291,055 | | Retirement | — | — | — | — | — | | Voluntary termination (not Retirement or Good Reason) or Involuntary Termination for Cause | — | — | — | — | — | | Change of Control | 1,215,000 | 18,315 | 7,500 | 5,088,810 | 6,329,625 | | Michael Dozier | | | | | | | Death or Disability | 362,414 | — | — | 1,639,935 | 2,002,349 | | Involuntary Termination without Cause or with Good Reason | 786,250 | 17,126 | 7,500 | 196,168 | 1,007,044 | | Retirement | — | — | — | — | — | | Voluntary termination (not Retirement or Good Reason) or Involuntary Termination for Cause | — | — | — | — | — | | Change of Control | 1,147,500 | 17,126 | 7,500 | 2,969,354 | 4,141,480 |

  45. Potential Payments Upon Termination or Change of Control

    Includes cash severance payable under the Current NEO’s employment agreement described above plus any prorated annual cash bonus under the annual bonus plan in case of death, disability or retirement (assuming service for at least six months). For the “Change of Control” row, the amount reported assumes the Current NEO’s employment was terminated without Cause or with Good Reason within one year after the applicable change of control under the applicable Current NEO’s employment agreement. For additional information regarding our employment agreements, see “Summary Compensation Table — Employment Agreements and Separation Agreement” above. (2) Amounts in this column reflect the cost of providing continued COBRA coverage at active employee rates for 18 months following termination. For the “Change of Control” row, the amount reported assumes the Current NEO’s employment was terminated without Cause or with Good Reason within one year after the applicable change of control under the applicable Current NEO’s employment agreement. (3) For the “Change of Control” row, the amount reported assumes the Current NEO’s employment was terminated without Cause or with Good Reason within one year after the applicable change of control under the applicable Current NEO’s employment agreement. The amounts in this column are based on the accelerated or continued vesting provided by the applicable awards summarized in the tables above under “Treatment of Equity Awards.” The amounts reported are based on $15.74, the closing price of our Common Stock on September 30, 2024, the last business day before the end of our fiscal year, and for stock options represents the extent to which that closing price exceeds the applicable exercise price. For PRSUs, the amount assumes target performance. In addition, upon the occurrence of a change of control, performance-vesting equity awards are eligible to vest if KKR realizes both a 25% IRR and a 2.5 times MOIC in connection with such change of control. The amount reported in the table assumes that KKR does not achieve the required IRR and MOIC. For the “Change of Control” row, the amount reported assumes that a change of control occurred on September 30, 2024, and for the awards made after Fiscal 2022, that a termination of employment without Cause or with Good Reason occurred at the same time. For “Involuntary Termination without Cause or with Good Reason,” vesting applies only for termination without cause and not for good reason.

  46. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by applicable SEC rules, we are providing the following information about the relationship of the annual total compensation of our median employee (other than our CEO) and the annual total compensation of Dale Asplund, our President and CEO. For Fiscal 2024: • the annual total compensation of our median employee (other than our CEO) was $48,882; and • the aggregate annual total compensation of our CEOs was $15,775,332. Based on this information, for Fiscal 2024 the ratio of the aggregate annual total compensation of our CEOs to the annual total compensation of our median employee (other than our CEO) was approximately 323 to 1.

  47. Pay Ratio Methodology

    Pay Ratio Methodology As permitted by SEC rules, we used an employee that was substantially similar to the same median employee identified for Fiscal 2023, as last determined on August 31, 2022 (the “determination date”) because there were no significant changes to our workforce or pay and incentive eligibility for Fiscal 2024. The following briefly describes the steps we took to identify the annual total compensation of our median employee as of the determination date: • We determined that, as of the determination date, our employee population consisted of approximately 21,000 individuals. This population consisted of our full-time, part-time, and temporary employees employed with us as of the determination date (other than our CEO), except that we excluded individuals who first became our employees during the fiscal year as a result of the following business acquisitions: (i) Performance Landscape (closed in January 2022, 100 employees); (ii) Intermountain Planting (closed in February 2022, 300 employees); (iii) TDE Canada (closed in March 2022, 20 employees); (iv) SGS Hawaii Landscape (closed in July 2022, 112 employees); and (v) Syringa Landscape (closed in August 2022, 30 employees). • To identify the “median employee” from our employee population, we used the amount of total cash compensation for the identified employees as reflected in our payroll records for Fiscal 2022 through the determination date. For total cash compensation, we used base pay, overtime, commissions, special bonuses, and the annual performance bonus payouts. We annualized compensation for any new hires during the year. We did not use any statistical sampling techniques. For purposes of determining the pay ratio for Fiscal 2024, the following applied: • For the annual total compensation of our median employee, we identified and calculated the elements of that employee’s compensation for Fiscal 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K under the Securities Act, resulting in annual total compensation of $48,882. For the aggregate annual total compensation of our CEOs, we used the amount reported in the “Total” column for Fiscal 2024 in the Summary Compensation Table included in this Proxy Statement. This amount includes, among other items, incentive compensation received in Fiscal 2024, the grant date fair value, calculated in accordance with ASC 718, of stock awards granted during Fiscal 2024 (including one-time inducement awards related to being hired in Fiscal 2024), and company contributions to the 401(k) plan for Fiscal 2024 and any other perquisites. The CEO pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodologies and assumptions described above. SEC rules for identifying the median employee and determining the CEO pay ratio permit companies to employ a wide range of methodologies, estimates and assumptions. As a result, the CEO pay ratios reported by other companies, which may have employed other permitted methodologies or assumptions and which may have a significantly different work force structure from ours, are likely not comparable to our CEO pay ratio. This information is being provided for compliance purposes. Neither our Compensation Committee nor management used the pay ratio measure in making compensation decisions.

  48. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive “compensation actually paid” (“CAP”) and certain Company performance for the fiscal years listed below. You should refer to our Compensation Discussion & Analysis for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions.

  49. Pay Versus Performance

    | Year | Summary Compensation Table Total for Masterman(1) | Compensation Actually Paid to Masterman(1)(2)(3) | Summary Compensation Table Total for Abrahamson(1) | Compensation Actually Paid to Abrahamson(1)(2)(3) | Summary Compensation Table Total for Asplund(1) | Compensation Actually Paid to Asplund(1)(2)(3) | Average Summary Compensation Table Total for Non-CEO NEOs(4) | Average Compensation Actually Paid to Non-CEO NEOs(2)(3)(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions) | Adjusted EBITDA(5) | | | | | | | | | | | Brightview Holdings | Russell 2500 Waste & Disposal Services Index | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | (m) | | 2024 | N/A | N/A | N/A | N/A | $15,775,332 | $29,850,645 | $1,677,414 | $4,235,013 | $138 | $186 | $66.4 | $324.7 | | 2023 | $8,277,298 | $1,651,199 | $2,285,626 | $2,571,770 | N/A | N/A | $2,123,312 | $2,147,239 | $68 | $138 | $(7.7) | $298.7 | | 2022 | $10,448,714 | $911,290 | N/A | N/A | N/A | N/A | $1,660,106 | $822,720 | $70 | $114 | $14 | $287.9 | | 2021 | $5,713,386 | $7,983,131 | N/A | N/A | N/A | N/A | $1,837,526 | $2,317,050 | $129 | $141 | $46.3 | $302.3 |

  50. Pay Versus Performance

    (1) Mr. Masterman served as President and CEO through May 31, 2023, at which time his employment with the Company ended. The Board appointed Mr. Abrahamson to serve as interim President and CEO, effective as of June 1, 2023 through September 30, 2023. Mr. Asplund was appointed as President and CEO effective October 1, 2023. (2) Deductions from, and additions to, total compensation in the Summary Compensation Table in Fiscal 2024 to calculate Compensation Actually Paid consist of:

  51. Pay Versus Performance

    | | 2024 | | | | Dale Asplund | Average Non-CEO NEOs | | Adjustments for Equity Awards | | | | Adjustment for grant date values in the Summary Compensation Table | $(13,050,594) | $(713,992) | | Year-end fair value of unvested awards granted in the current year | $27,125,907 | $1,560,865 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $0 | $1,668,126 | | Fair values at vest date for awards granted and vested in current year | $0 | $0 | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | $0 | $42,599 |

  52. Pay Versus Performance

    | | 2024 | | | | Dale Asplund | Average Non-CEO NEOs | | Forfeitures during current year equal to prior year-end fair value | $0 | $0 | | Dividends or dividend equivalents not otherwise included in the total compensation | $0 | $0 | | Total Adjustments for Equity Awards | $14,075,313 | $2,557,599 | | Compensation Actually Paid (as calculated) | $29,850,645 | $4,235,013 |

  53. Pay Versus Performance

    Equity valuation assumptions for calculating Compensation Actually Paid are not materially different from grant date valuation assumptions. (4) Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by fiscal year: 2024: Brett Urban, Jonathan Gottsegen, Amanda Orders, Michael Dozier 2023: Brett Urban, Jonathan Gottsegen, Amanda Orders, Jamie Gollotto 2022: John Feenan, Jonathan Gottsegen, Amanda Orders, Tom Donnelly 2021: John Feenan, Jonathan Gottsegen, Tom Donnelly, Jeff Herold (5) See “Non-GAAP Financial Measures” at page 42 of the 2024 Annual Report for the reconciliation of net income to Adjusted EBITDA.

  54. Pay Versus Performance: Graphical Description

    Pay Versus Performance: Graphical Description The illustrations below provide a graphical description of CAP (as calculated in accordance with the SEC rules) and the following measures: • the Company’s cumulative TSR and the Peer Group’s cumulative TSR; • the Company’s Net Income; and the Company Selected Measure, which for BV is Adjusted EBITDA. CAP vs. BV TSR / BV TSR vs. Peer Group TSR

  55. Director Compensation in Fiscal 2024

    Director Compensation in Fiscal 2024

  56. Description of Director Compensation

    Description of Director Compensation Mr. Raether, a non-employee director nominated by our Sponsor, and Messrs. Barker and Goldman, non-employee directors nominated by the Investors, received no compensation for their services on the Board in Fiscal 2024. Each of our non-employee directors not associated with our Sponsor or the Investors (the “Non-Employee Directors”) is entitled to an annual cash retainer of $80,000, payable quarterly in arrears. If the Chair of each committee is a Non-Employee Director, the Chair of each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee receives an additional annual cash retainer of $20,000, $15,000 and $10,000, respectively, payable quarterly in arrears. Each member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee receives an additional annual cash retainer of $10,000, $7,500 and $5,000, respectively. Each of our Non-Employee Directors have the option of electing to receive 0%, 50% or 100% of their cash compensation in the form of fully-vested Common Stock. In addition, our Non-Employee Directors are eligible to receive an annual grant of RSUs having a grant date fair market value equal to $120,000, which is based on the average closing price of our Common Stock over the 30 calendar day period ending on the last business day before the grant date and vest 100% on the first to occur of the business day immediately preceding our next annual meeting of stockholders or a change in control of the Company. Upon a termination of service for any reason prior to a vesting date any unvested restricted stock units will be forfeited. Our directors are not paid any fees for attending meetings. However, our directors are reimbursed for travel and lodging expenses associated with attendance at Board or committee meetings. Non-Employee Director Stock Ownership Guidelines Our Non-Employee Directors are required to hold equity ownership in the Company equal to 5x the director’s annual cash retainer. Non-Employee Directors are expected to comply with the ownership guidelines within five years of the later of (a) March 13, 2019 or (b) the director’s appointment to the Board. Once the ownership level is attained, the Non-Employee Director must retain 30% of net shares granted to him or her until retirement from Board service. The table below sets forth information regarding Non-Employee Director compensation for Fiscal 2024.

  57. Description of Director Compensation

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards ($)(2) | Total ($) | | James R. Abrahamson | 97,500 | 120,000 | 217,500 | | Jane Okun Bomba | 100,000 | 120,000 | 220,000 | | William Cornog | 85,000 | 120,000 | 205,000 | | Frank Lopez | 97,500 | 120,000 | 217,500 | | Paul E. Raether(3) | — | — | — | | Richard W. Roedel(4) | 100,000 | 120,000 | 220,000 | | Mara Swan | 95,000 | 120,000 | 215,000 | | Kurt Barker(5) | — | — | — | | Josh Goldman(5) | — | — | — |

  58. Description of Director Compensation

    Non-Employee Directors can elect to take all or a portion of their cash retainer in cash or Common Stock. Messrs. Cornog, Lopez, and Roedel and Mmes. Okun Bomba and Swan each received all or a portion of their fees in stock. (2) Amounts included in this column reflect the aggregate grant date fair value of RSUs granted in Fiscal 2024, calculated in accordance with ASC 718. The assumptions used in the valuation are discussed in Note 13, “Equity-Based Compensation” to our audited consolidated financial statements contained in our 2024 Annual Report. As of September 30, 2024, each of our Non-Employee Directors had 13,812 unvested RSUs outstanding. (3) Received no compensation as associated with our Sponsor. (4) Mr. Roedel voluntarily stepped down as a Non-Employee Director effective January 1, 2024. Received no compensation as associated with the Investors.

  59. Transactions with Directors and Officers

    Transactions with Directors and Officers In addition, we have certain agreements with our directors and officers which are described in the sections entitled “Compensation Discussion and Analysis” and “Director Compensation in Fiscal 2024.” We have entered into indemnification agreements with our directors and certain officers. These agreements and our amended and restated bylaws require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The indemnification provided under the indemnification agreements is not exclusive of any other indemnity rights. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors and officers, we have been informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable. There is currently no pending material litigation or proceeding involving any of our directors or officers for which indemnification is sought.