DEF 14A of Alta Equipment Group Inc.
Filed Apr 25, 2024 · FY20230001193125-24-114010
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| DELINQUENT SECTION 16(a) REPORTS | 20 | | EXECUTIVE COMPENSATION | 21 | | Compensation Discussion and Analysis | 21 | | Perquisites | 25 | | Health and Retirement Benefits | 25 | | Severance | 25 | | COMPENSATION COMMITTEE REPORT | 26 | | Summary Compensation Table | 26 | | Grants of Plan-Based Awards in Fiscal 2023 | 27 | | Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table | 27 | | Outstanding Equity Awards at 2023 Fiscal Year-End | 28 | | Stock Vested in Fiscal 2023 | 29 | | Potential Payments Upon Termination or Change in Control | 29 | | DIRECTOR COMPENSATION | 30 | | TRANSACTIONS WITH RELATED PERSONS | 31 | | Policies and Procedures for Related Person Transactions | 31 | | Related Person Transactions | 31 | | PAY RATIO | 32 | | PAY VERSUS PERFORMANCE | 33 | | EQUITY COMPENSATION PLAN INFORMATION | 35 | | OTHER MATTERS | 36 | | OTHER INFORMATION | 36 | | Householding of Proxies | 36 | | Additional Filings | 36 | | Stockholder Proposals for 2025 Annual Meeting of Stockholders | 36 | | APPENDIX A | 38 | | Non-GAAP Measures | 38 | | Forward-Looking Statements & Website References | 38 |
2024 PROXY STATEMENT
2024 PROXY STATEMENT General Information The Board of Directors (the “Board”) of Alta Equipment Group Inc. (“Alta” or the “Company”) is making this proxy statement (the “Proxy Statement”) available to you in connection with the solicitation of proxies on its behalf for the 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held on June 7, 2024 at 9:30 a.m., Eastern Daylight Time, and will be a completely virtual meeting, to be conducted via live audio webcast. At the Annual Meeting, our stockholders will:
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| (i) vote to elect the two director nominees listed herein; |
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| (ii) vote to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024; |
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| (iii) | approve, in a non-binding advisory vote, the compensation paid to our named executive officers; and |
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| (iv) transact any other business that may properly come before the Annual Meeting. |
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Only stockholders of record at the close of business on April 12, 2024 (the “Record Date”) may vote at the Annual Meeting. We are taking advantage of the rules of the Securities and Exchange Commission (the “SEC”) that permit companies to furnish proxy materials to stockholders via the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”). If you received a Notice by mail, you will not receive a printed copy of our proxy materials, including the Notice, this Proxy Statement, and our Annual Report to Stockholders (which includes our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”)) (collectively, the “Proxy Materials”), unless you specifically request one by following the instructions contained in the Notice. The Notice instructs you on how to access the Proxy Materials via the Internet, as well as how to vote online or by telephone. We are first making this Proxy Statement and accompanying materials available to our stockholders on or about April 25, 2024. YOUR VOTE IS IMPORTANT TO US. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE CAST YOUR VOTE PROMPTLY. YOU MAY VOTE OVER THE INTERNET, BY PHONE OR BY SIGNING AND DATING A PROXY CARD AND RETURNING IT TO US BY MAIL. By submitting your proxy using any of the methods specified in the Notice, you authorize each of Ryan Greenawalt, our Chief Executive Officer and Chairman, Anthony J. Colucci, our Chief Financial Officer, Craig Brubaker, our Chief Operating Officer, and Jeff Hoover, our Chief Legal Officer and General Counsel, to represent you and vote your shares at the Annual Meeting in accordance with your instructions. Any one of them may also vote your shares to adjourn the Annual Meeting and will be authorized to vote your shares at any postponements or adjournments of the Annual Meeting.
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| | Questions and Answers about the Annual Meeting and Voting |
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| Q: | Why am I being provided with these materials? |
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A: We are providing this Proxy Statement to you in connection with the Board’s solicitation of proxies to be voted at our Annual Meeting to be held on June 7, 2024, and at any postponements or adjournments of the Annual Meeting. We have either (1) delivered to you the Notice and made the Proxy Materials available to you on the Internet or (2) delivered printed versions of the Proxy Materials, including a proxy card, to you by mail.
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| Q: | How can I attend and vote at the Annual Meeting? |
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A: To attend the Annual Meeting, you must register at www.proxydocs.com/ALTG. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting. As part of the registration process, you must enter the control number located on your proxy card, voting instruction form, or Notice.
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If your shares are held in “street name” through a bank, broker or other nominee, to be admitted to the Annual Meeting, you may be required to obtain a legal proxy reflecting the number of shares of common stock of the Company you held as of the Record Date, and you must follow the instructions you receive from your broker, bank, or nominee for further instructions as well as those you receive via email after your successful registration.
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| Q: | Will I be able to participate in the online Annual Meeting on the same basis I would be able to participate in an in-person annual meeting? |
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A: The online meeting format for the Annual Meeting will enable full and equal participation by all our stockholders from any place in the world at little to no cost. We designed the format of the online Annual Meeting so that our stockholders who attend our Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation, and communication through online tools. We will be providing stockholders with the ability to submit appropriate questions in real-time via the meeting website, limiting questions to one per stockholder unless time otherwise permits.
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| Q: | How do I vote my shares without attending the Annual Meeting? |
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A: If you are a stockholder of record, you may vote by granting a proxy. Specifically, you may vote:
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| • | By Internet: You may submit your proxy by going to www.proxypush.com/ALTG and following the on-screen instructions or scanning the QR code with your smartphone. You will need the Notice or proxy card in order to vote by Internet. |
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| • | By Telephone: You may submit your proxy by using a touch-tone telephone to call toll-free 1-866-892-1741 and following the instructions. You will need the Notice or proxy card to vote by telephone. |
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| • | By Mail: You may vote by mail by requesting a proxy card from us, indicating your vote by completing, signing and dating the card where indicated and by mailing or otherwise returning the card in the envelope that will be provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity, indicate your name and title or capacity. |
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If you hold your shares in street name, you may vote by submitting voting instructions to your bank, broker, or other nominee. In most instances, you will be able to do this on the Internet, by telephone or by mail as indicated above. Please refer to information from your bank, broker, or other nominee on how to submit voting instructions. Mailed proxy cards with respect to shares held of record or in street name must be received no later than June 6, 2024.
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| Q: | What am I voting on at the Annual Meeting? |
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A: At the Annual Meeting, there are three proposals scheduled to be voted on:
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| • | Proposal 1: Election of the two director nominees listed in this Proxy Statement (the “Nominee Proposal”). |
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| • | Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024 (the “Ratification Proposal”). |
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| • | Proposal 3: Approval, in a non-binding advisory vote, the compensation paid to our named executive officers (the “Say-on-Pay Proposal”). |
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Members of our management team and a representative of Deloitte & Touche LLP will be present at the Annual Meeting to respond to appropriate questions from stockholders.
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| Q: | Who is entitled to vote? |
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A: Only stockholders of record at the close of business on the Record Date may vote at the Annual Meeting. The only class of stock entitled to vote at the Annual Meeting is Alta common stock, par value $0.0001 per share (the “Common Stock”). Each holder of Common Stock is entitled to one vote for each share of Common Stock held by such holder. On the Record Date, there were 33,145,206 shares of Common Stock outstanding and entitled to vote at the Annual Meeting.
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| Q: | What is the difference between being a “record holder” and holding shares of Common Stock in “street name”? |
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A: A record holder holds shares in their or its name through Alta’s transfer agent, Continental Stock Transfer, or is in possession of Common Stock certificates. A “beneficial owner,” or a person or entity that holds their or its shares in “street name,” holds shares in the name of a bank, broker or other nominee on that person or entity’s behalf.
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| Q: | Am I entitled to vote if my shares are held in street name? |
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A: If your shares are held in street name, the Notice will be forwarded to you by your bank, broker, or other nominee, along with a voting instruction card. You may vote by directing your bank, broker, or other nominee how to vote your shares. In most instances, you will be able to do this over the Internet, by telephone, or by mail, as indicated above under “How do I vote my shares without attending the Annual Meeting?” Under the rules of the New York Stock Exchange (the “NYSE”), if you do not give instructions to your bank, broker, or other nominee, then your bank, broker or other nominee may vote your shares on matters that the NYSE determines to be “routine,” but will not be permitted to vote your shares with respect to “non-routine” items. Under the NYSE rules, the Ratification Proposal is a routine matter, but the Nominee Proposal and the Say-on-Pay Proposal, are considered to be non-routine matters. Therefore, your bank, broker or other nominee cannot vote your shares on the Nominee Proposal and the Say-on-Pay Proposal if you do not provide voting instructions, resulting in a “broker non-vote” on these matters. As a street name holder, you may be required to obtain a proxy form from your bank, broker, or other nominee to use at the Annual Meeting in order to vote your shares. Please follow the instructions that you receive from your broker, bank, or other nominee and in the instructions that you will receive via email after registering for the Annual Meeting, should you decide to vote during the virtual meeting.
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| Q: | How many shares must be present to hold the Annual Meeting? |
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A: For Alta to conduct the Annual Meeting, the holders of a majority of the voting power of the shares of Common Stock outstanding on the Record Date represented in person or by proxy shall constitute a quorum at the Annual Meeting. Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum.
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| Q: | What does it mean if I receive more than one Notice or proxy card at about the same time? |
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A: Receiving more than one Notice or proxy card generally means you hold shares in more than one brokerage account. To ensure that all your shares are voted, please sign and return each proxy card, or, if you vote by Internet or by telephone, vote once for each Notice or proxy card that you receive.
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| Q: | Can I revoke my proxy or change my vote after I submit my proxy? |
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A: Yes. If you are a record holder, any proxy signed and returned by a stockholder or voted by Internet or telephone may be revoked or changed at any time before it is actually voted. A record holder may revoke their or its proxy by:
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| • | signing and delivering another proxy with a later date that is received no later than the closing of the polls at the Annual Meeting on June 7, 2024; |
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| • | voting again by Internet or by telephone at a later time before the closing of the polls at the Annual Meeting on June 7, 2024; |
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| • | sending a written statement to that effect to the Company’s Secretary, provided that such statement is received no later than the closing of the polls at the Annual Meeting on June 7, 2024; or |
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| • | voting via the instructions during the virtual Annual Meeting. |
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Please note, however, that if you are a beneficial owner of shares (i.e., you hold your shares in street name) and you wish to revoke your proxy or vote at the Annual Meeting, you must follow the instructions provided to you by your bank, broker or other nominee and/or obtain from the record holder a proxy issued in your name. Your virtual attendance at the Annual Meeting will not, by itself, revoke your proxy.
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| Q: | What am I voting on, how many votes are required to approve each item, how are votes counted and how does the Board recommend I vote? |
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A: The table below summarizes the proposals that will be voted on, the vote required to approve each item, how votes are counted, and how the Board recommends you vote.
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| Proposal | Vote Required | Voting Options | Board Recommendation(1) | Impact of Broker Non-Votes | Impact of Abstain Vote | | Proposal 1- Nominee Proposal | Plurality of votes cast | “FOR” “WITHHOLD” | “FOR” | No impact | No impact | | Proposal 2 - Ratification Proposal | Majority of votes cast | “FOR” “AGAINST” “ABSTAIN” | “FOR” | No broker non-votes (uninstructed shares may be voted in broker’s discretion) | No impact | | Proposal 3 - Say-on-Pay Proposal | Majority of votes cast | “FOR” “AGAINST” “ABSTAIN” | “FOR” | No impact | No impact |
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| (1) If you sign and submit your proxy card without indicating your voting instructions, your shares will be voted in accordance with the Board’s recommendation. |
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| Q: | Will any other business be conducted at the Annual Meeting? |
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A: We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders will vote your shares in accordance with their best judgment.
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| Q: | Who will pay for the cost of the proxy solicitation? |
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A: We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers, or employees (for no additional compensation) in person or by telephone, electronic transmission, and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.
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Proposal 1 - Election of Directors Under our Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Amended and Restated Bylaws (the “Bylaws”), the Board is divided into two classes, with only one class of directors being elected in each year and each class, Class I and Class II, serving a two-year term. Each Class II director has a term that expires at this Annual Meeting, and each Class I director has a term that expires at the Company’s 2025 annual meeting of stockholders, or in each case until their respective successors are duly elected and qualified, or until their earlier death, resignation, retirement, or removal. There are currently five members of the Board. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has considered and nominated the following slate of Class II director nominees for a two-year term, expiring at the Company’s 2026 annual meeting of stockholders: Ryan Greenawalt and Andrew Studdert. Action will be taken at the Annual Meeting for the election of these nominees. It is intended that the proxies delivered pursuant to this solicitation will be voted in favor of the election of Ryan Greenawalt and Andrew Studdert except in cases of proxies bearing contrary instructions. If these nominees should become unavailable for election due to any presently unforeseen reason, the persons named in the proxy will have the right to use their discretion to vote for a substitute.
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Nominees for Election to the Board of Directors in 2024 The following information describes the offices held and other business directorships of each nominee. Beneficial ownership of equity securities of the nominees is shown under “Security Ownership of Certain Beneficial Owners and Management” below. Ryan Greenawalt, 49, joined the Company in December 2008 and has served as our Chief Executive Officer (“CEO”) since December 2017 and as the Chairman of the Board since the closing of the Company’s business combination with B. Riley Principal Merger Corp. (the “Business Combination”) on February 14, 2020 (the “Business Combination Closing”). Mr. Greenawalt leads Alta’s executive leadership team and is responsible for corporate strategy, operations, and corporate development. He has led Alta’s acquisition activities since joining the company, expanding Alta’s geographic footprint, and entering new end markets. Mr. Greenawalt returned to the equipment industry after a career in financial services from 2002 to 2008. He has a BA from the University of Michigan, Ann Arbor and holds an MBA from the Eli Broad College of Business at Michigan State University. Our Board and the Nominating and Corporate Governance Committee considered, in particular, Mr. Greenawalt’s qualifications to serve in a leadership role with our management team and on our Board as a result of his long tenure with the Company, deep-rooted understanding of our business strategy, operations, and experience in handling both financial and business management matters. Andrew Studdert, 67, has served as our director since February 2020. Mr. Studdert is an Independent Corporate Director and Executive Coach. He serves as Chair of WASH, a U.S. based, EQT-owned provider of common laundry facilities in North America and Chair of Renta Group OY, Finland, an IK-owned European equipment rental company. Mr. Studdert served as Past President of the board and interim CEO of UK-based IPAF (International Powered Access Federation), a safety federation that operates in 65 countries. He served as the Chairman of the Board and Chief Executive Officer of NES Equipment Rentals from 2004 to 2017, until its sale to United Rentals. Mr. Studdert was Chief Operating Officer and Executive Vice President of UAL Corporation and of its subsidiary, United Airlines, from 1999 to 2002, and led the airline through the 9/11 crisis. He also served as Senior Vice President, Fleet Operations of United Airlines from 1997 to 1999, and as Chief Information Officer from 1995 to 1997. Prior to joining United, Mr. Studdert was an Executive Vice President of First Interstate Bancorp, then the seventh largest U.S. bank holding corporation. He was a Director of ModSpace, USA, until its sale in 2018, a member of the board of Cramo, Finland, until its sale in 2020, and a Director of Target Hospitality, USA, serving as its Compensation Committee Chair from 2019-2021. Mr. Studdert speaks worldwide on Crisis Leadership and Readiness. In 2015 he established the Andrew P. Studdert Chair in Business Ethics and Crisis Leadership at Loras College in Dubuque, Iowa. He is an SEC Audit Committee Financial Expert, holder of NACD Directorship Certification, and holds a CERT Certificate in Cybersecurity Oversight, Carnegie Mellon University. Mr. Studdert holds a BA in History from San Francisco State University. Our Board and the Nominating and Corporate Governance Committee considered, in particular, Mr. Studdert’s qualifications to serve as a member of our Board as a result of his experience serving on public company boards and extensive knowledge of the industrial equipment and equipment rental space. Directors are elected by a plurality of the votes cast, present in person or represented by proxy and entitled to vote thereon, for the election of each director at the Annual Meeting. OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE. CONTINUING MEMBERS OF THE BOARD OF DIRECTORS In addition to the directors nominated for election at the Annual Meeting, the following Class I directors currently serve on our Board of Directors, with a term expiring at the 2025 annual meeting of stockholders: Daniel Shribman, 40, has served as our director since February 2020. Mr. Shribman previously served as the Chief Financial Officer of B. Riley Principal Merger Corp. from its inception until the Business Combination Closing. Mr. Shribman currently serves as President of B. Riley Principal Investments, a position he has held since September 2018. Mr. Shribman has also served as Chief Investment Officer of B. Riley Financial, Inc. since September 2019. From 2010 to 2018, Mr. Shribman was a Portfolio Manager at Anchorage Capital Group, a special situation asset manager. During Mr. Shribman’s tenure at Anchorage, he led investments in dozens of public and private opportunities across the general industrials, transportation, automotive, aerospace, gaming, hospitality, and real estate industries. Prior to Anchorage, Mr. Shribman worked at Tinicum Capital Partners, a private equity firm, and at Lazard Freres in the restructuring advisory group. Mr. Shribman has also served on the board of AltEnergy Acquisition Corp. (Nasdaq: AEAE) since October 2021 as the Audit Committee Chair. Previously, Mr. Shribman had served as a member of the board of directors of The Arena Group Holdings, Inc. (NYSE: AREN) from June 2021 until November 2023, Faze Holdings (Nasdaq: FAZE) from July 2022 until August 2023, NextPoint Financial Inc. (OTCMKTS: NACQF) from August 2021 until April 2023 and Eos Energy (Nasdaq: EOSE) from November 2020 until September 2022. Mr. Shribman holds an A.B. in Economics and History from Dartmouth. Our Board and the Nominating and Corporate Governance Committee has considered in particular Mr. Shribman’s extensive experience in corporate finance and his strategic knowledge about investments in our industrials, transportation and automotive markets.
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Katherine E. White, 57, has served as our director since February 2020. Ms. White is currently a Professor of Law at the Wayne State University Law School. She is a member of and has served as chair of the University of Michigan Board of Regents and chair of the Finance and Audit Committee of the University of Michigan. Ms. White has been a member of the Old National Bancorp (Nasdaq: ONB) board of directors since 2015. Ms. White is a Brigadier General in the U.S. Army National Guard, currently serving as Special Assistant to the Chief, National Guard Bureau. She was appointed by the Secretary of Agriculture to the United States (“U.S.”) Department of Agriculture’s Plant Variety Protection Office Advisory Board in 2004 and served until May 2020. She was appointed by the Secretary of Commerce to serve on the U.S. Patent and Trademark Office Patent Public Advisory Committee from 2000 to 2002 and was a White House Fellow from 2001 to 2002. Ms. White was a judicial law clerk to the Honorable Randall R. Rader, Circuit Judge (ret.), U.S. Court of Appeals for the Federal Circuit from 1995 to 1996. Ms. White received a B.S.E. degree in Electrical Engineering and Computer Science from Princeton University, a J.D. degree from the University of Washington, an LL.M. degree from the George Washington University Law School, and a Master’s degree in Strategic Studies from the U.S. Army War College. She is a Fulbright Senior Scholar (Germany) and a registered patent attorney, and in 2021, she was inducted into the Michigan Military and Veterans Hall of Honor. Our Board and the Nominating and Corporate Governance Committee has considered in particular Ms. White’s legal background, long tenure in the U.S. government and military serving advisory and operational roles, as well as her previous experience as a member of several boards of directors and board committees. Sidhartha Nair, 52, has served as our director since February 22, 2024. Mr. Nair is the Head of Strategy, Americas Region, for Mercedes-Benz Mobility and leads Strategic and Transformation activities in the U.S., Canada and Mexico since December 2021. Mr. Nair first joined Daimler Financial Services in 2003 and has held roles of increasing responsibility during his tenure of more than 20 years in the U.S., Caribbean and India business units. Prior to 2003, he held a previous role with McKinsey & Company as a consultant working on developing strategic solutions addressing growth, turnaround and new market entry. Mr. Nair holds a MBA from the University of Michigan, Ross School of Business and a Master’s Degree in Engineering from Purdue University. Our Board and the Nominating and Corporate Governance Committee has considered in particular Mr. Nair’s extensive global experience in the digital and strategic transformation of business throughout their life cycle and his background in transportation, electrification and automotive markets.
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The Board of Directors and Certain Governance Matters OVERVIEW Our Board directs and oversees the management of the business and affairs of the Company in a manner consistent with the best interests of the Company and its stockholders, and carries out its oversight responsibilities through meetings and actions of the Board and its three standing committees: the Audit Committee of the Board (the “Audit Committee”), the Compensation and Talent Development Committee of the Board (the “Compensation Committee”) and the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”). DIRECTOR INDEPENDENCE AND INDEPENDENCE DETERMINATIONS Under our Corporate Governance Guidelines and the rules under the NYSE Listed Company Manual (the “NYSE Rules”), a director is not independent unless the Board affirmatively determines that they do not have a direct or indirect material relationship with the Company or any of its subsidiaries. The Board’s policy, as outlined in the Company’s Corporate Governance Guidelines, is for the Nominating and Corporate Governance Committee, as well as the full board, to review the independence of all directors at least annually in connection with the preparation of the Company’s proxy statement. Our Corporate Governance Guidelines define an “independent” director in accordance with Section 303A.02 of the NYSE Listed Company Manual. In addition, members of the Audit Committee and Compensation Committee are subject to the additional independence requirements of applicable SEC rules and the NYSE Rules. The Nominating and Corporate Governance Committee undertook its annual review of director independence and made a recommendation to our Board regarding director independence. As a result of this review, our Board affirmatively determined that Messrs. Nair and Studdert and Ms. White are independent for purposes of the applicable NYSE Rules, including with respect to Board committee service. Our Board has determined that each of Messrs. Nair and Studdert and Ms. White is “independent” for purposes of service on the Audit Committee in accordance with Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that each of Messrs. Nair and Studdert and Ms. White is “independent” for purposes of service on the Compensation Committee in accordance with Section 10C(a)(3) of the Exchange Act. BOARD STRUCTURE The Board maintains the flexibility to determine whether the roles of Chairman of the Board and CEO should be combined or separated, based on what it believes is in the best interests of the Company at a given point in time. The Board believes that this flexibility is in the best interest of the Company and that a one-size-fits-all approach to corporate governance, with a mandated independent Chairman, would not result in better governance or oversight. Currently, Ryan Greenawalt holds both the Chairman of the Board position and CEO position. We believe that the combined role of the Chairman and CEO positions is appropriate corporate governance for us at this time, as this structure best permits the Chairman of the Board to use his longstanding experience in the equipment industry to perform his executive leadership and oversight responsibilities as CEO. In the Board’s view, Mr. Greenawalt’s Chairman role enables the Board to best understand the values and priorities of the Company and collaborate with management to enhance stockholder value. As CEO, Mr. Greenawalt is able to effectively communicate the Board’s views to management and ensure the leadership teams are coordinated and act with a common purpose in executing strategic opportunities and planning. EXECUTIVE SESSIONS Mr. Greenawalt, as Chairman of the Board and CEO, is currently the only employee member of the Board. The Board regularly meets in executive session without Mr. Greenawalt or any other members of management present. Executive sessions of the Board are chaired by the chairperson of the Audit Committee. Each of the committees of the Board also meets regularly in executive session.
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BOARD COMMITTEES AND MEETINGS The following table summarizes the current membership of each of the Board’s committees as of the date of this Proxy and the number of committee meetings held during fiscal 2023.
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| | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | | Ryan Greenawalt | | | | | Daniel Shribman | | | | | Sidhartha Nair* | X | X, Chair | X | | Andrew Studdert* | X, Chair | X | X | | Katherine E. White* | X | X | X, Chair | | Total number of meetings during fiscal 2023 | 5 | 5 | 4 |
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| * Independent director |
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Our Corporate Governance Guidelines provide that all directors are expected to make reasonable best efforts to attend all meetings of the Board, meetings of the committees of which they are members and the annual meeting of stockholders. During 2023, the Board met six times. No member of the Board attended fewer than 75% of the aggregate of the total number of meetings of the Board and any committees of the Board on which such director served (held during the period that such director served). All directors serving at the time of last year’s annual meeting of stockholders attended that meeting. Audit Committee. All members of the Audit Committee are “independent” in accordance with the NYSE Rules and SEC rules applicable to boards of directors in general and audit committee members in particular. The Board has determined that Mr. Studdert qualifies as an “audit committee financial expert” as defined by the applicable SEC rules and that each member of the Audit Committee is “financially literate” within the meaning of the NYSE Rules. The Audit Committee selects, on behalf of our Board, an independent public accounting firm to be engaged to audit our financial statements, discusses with the independent registered public accounting firm its independence, reviews and discusses the audited financial statements with the independent registered public accounting firm and management and manages and reviews our compliance with legal and regulatory requirements with respect to accounting policies, internal controls and financial reporting. The Audit Committee also oversees the procedures established by the Company for receiving and addressing anonymous complaints regarding financial or accounting irregularities, among other things, such as:
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| • | evaluating the independent registered public accounting firm’s qualifications, independence, and performance; |
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| • | reviewing and approving the scope of the annual audit and audit fee; |
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| • | approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services; |
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| • | monitors the rotation of partners of the independent registered public accounting firm on the Company’s engagement team in accordance with the requirements established by the SEC; |
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| • | reviews the Company’s critical accounting policies and estimates; and |
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| • | reviews the Audit Committee charter and the Audit Committee’s performance at least annually. |
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The charter of the Audit Committee is available on the Governance Documents portion of the Company’s website at https://investors.altg.com/governance/governance-documents/. Compensation Committee. All members of the Compensation Committee are “independent” in accordance with the NYSE Rules and SEC rules applicable to boards of directors in general and compensation committees in particular. In addition, all members of the Compensation Committee qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act. The Compensation Committee operates pursuant to a written charter adopted by the Board, which sets forth the duties and responsibilities of the Compensation Committee, which include (i) annual review and approval of corporate goals and objectives relevant to the compensation of our CEO and other executive officers, (ii) evaluation, as a committee or together with the other independent directors (as directed by the Board), of the performance of our CEO and other executive officers in light of these goals and objectives and their individual achievements, (iii) determination and approval of the compensation of our CEO and other executive officers based on this evaluation and (iv) periodic review and approval of all elements of our CEO’s and other executive officers’ compensation, including cash-based and equity-based awards and opportunities, any employment and severance agreements, any change in control agreements and any special or supplemental compensation and benefits for our CEO and other executive officers. The Compensation Committee’s duties and responsibilities also include, among other matters:
2024 PROXY STATEMENT
| • | assessing at least annually the independence of compensation consultants, legal and other advisers to the Compensation Committee. |
2024 PROXY STATEMENT
| What We Count Toward the Requirement | What We DO NOT Count | | Unvested time-vesting RSUs | Unearned performance share units (PSUs) | | Shares of Common Stock owned by the executive officer or director, owned jointly with a spouse, or held in a trust for their benefit | Unexercised stock options | | Earned performance share units (PSUs) that are no longer subject to performance conditions and vest solely based on passage of time | |
2024 PROXY STATEMENT
| | ➢ A modest base salary reviewed annually based on factors such as individual performance and market data. ➢ An annual cash bonus earned based on the achievement of annual performance targets and designed to encourage executives to deliver strong results and to reward them for their efforts during the year. ➢ Equity awards that vest in our common shares based on the achievement of performance targets for Performance Stock Units (“PSUs”) and long-term vesting requirements for both PSUs and Restricted Stock Units (“RSUs”) in order to support retention and directly align our compensation program with shareholder value. |
2024 PROXY STATEMENT
| • | Pay for Performance. Align executive’s compensation with performance against our short-term and long-term Company performance objectives by rewarding results that meet or exceed our growth and profitability goals. |
2024 PROXY STATEMENT
| • | Competitive Compensation. Set executive compensation at levels competitive with peer companies and consistent with market practice. |
2024 PROXY STATEMENT
| • | Stockholder Alignment. Align executive interests with those of our stockholders to create long-term value by rewarding our executives for their contributions to the Company. |
2024 PROXY STATEMENT
To assist the Compensation Committee in its review of our executive compensation program, based on the recommendations of Mercer and FW Cook, we established a peer group for the setting of fiscal 2023 compensation composed of 13 companies listed below. The peer group, which has been reviewed and approved by the Compensation Committee, was selected based on weighted parameters and financial information and was intended to ensure that the Company’s executive compensation program remains within a reasonable range of the peer median in terms of revenue, headcount, and market cap.
2024 PROXY STATEMENT
| | Fiscal 2023 Peer Group | | | America’s Car-Mart* | Herc Holdings* | NOW Inc. | | Astec Industries, Inc. | MarineMax, Inc. | OneWater Marine Inc. | | DXP Enterprises* | McGrath RentCorp* | Titan Machinery Inc.* | | Global Industrial Company | MRC Global Inc. | Trinity Industries* | | H&E Equipment Services* | | |
2024 PROXY STATEMENT
| * Peer company used to benchmark pay magnitude (in addition to determining pay practices). |
2024 PROXY STATEMENT
| ➢ | The second component of our named executive officers’ compensation is an annual cash incentive opportunity, which is based upon a combination of Company and individual performance. These annual cash incentive opportunities are intended to link the pay of each named executive officer directly to the achievement of annual Company operating and/or other performance objectives. We believe this compensation component aligns the interests of our named executive officers with the interests of our stockholders in the pursuit of short- to medium-term performance that should create value for our stockholders. |
2024 PROXY STATEMENT
| ➢ | The third component of our named executive officers’ compensation is equity-based awards, which provide a long-term incentive component to the compensation packages of our named executive officers. The equity-based awards that we grant to our named executive officers align our named executive officers’ compensation to the interests of our investors and to each other, further reinforcing collaborative efforts for their mutual success. We believe that equity-based compensation also fosters a long-term commitment from our named executive officers to the Company and balances the shorter-term cash components of compensation that we provide. |
2024 PROXY STATEMENT
Base Salary We provide each named executive officer with a base salary for the services that the executive officer performs for us. This compensation component constitutes a stable element of compensation while other compensation elements are variable. Base salaries are reviewed annually and may be increased based on the individual performance of the named executive officer, Company performance, any change in the executive’s position within our business, the scope of their responsibilities and market data. For fiscal 2023, the Compensation Committee increased the base salaries of our named executive officers in light of market data from $618,000 to $642,720 for Mr. Greenawalt, from $412,500 to $424,875 for Mr. Colucci, and from $252,000 to $259,560 for Mr. Brubaker. Annual Cash Incentive Program We provide our named executive officers with the opportunity to share in our success through annual cash incentive awards under our annual cash incentive program (the “AIP”). The AIP provides our named executive officers with the opportunity to earn annual cash compensation in addition to their base salaries. The Compensation Committee is responsible for (i) setting annual objective performance targets, (ii) reviewing actual performance and (iii) determining the amount of compensation payable to each named executive officer. The annual cash incentive awards earned under the AIP for fiscal 2023 performance represent the Company’s pay for performance philosophy, with payouts earned based on the achievement of performance targets described below. Under the AIP for fiscal 2023,
2024 PROXY STATEMENT
| • | Individual performance (Weighted Percentage: 20%): Individual performance goals established for each named executive officer, as further described below. |
2024 PROXY STATEMENT
| Performance Measure(1) | Threshold | Target | Maximum | Actual | Payout Percentage(2) | | Economic EBIT Yield | 10.0% | 12.5% | 15.0% | 15.5% | 200% | | Adjusted Pre-Tax Net Income (in thousands) | $12,000 | $20,000 | $28,000 | $14,600 | 65% |
2024 PROXY STATEMENT
| (2) Weighted payout percentages resulted in 100% for Economic EBIT Yield and 20% for Adjusted Pre-Tax Net Income. |
RSU and PSU Grants in Fiscal 2023
RSU and PSU Grants in Fiscal 2023 In fiscal 2023, the Compensation Committee chose to use a mix of time-based RSUs and performance-based PSUs. RSUs are specifically designed to attract and retain executives, reward performance and align our executives’ interests with our stockholders by encouraging stock ownership. Performance-based PSUs, if earned based on the achievement of performance targets, are paid out in shares of our common stock over a multi-year vesting period to reward executives based on the Company’s performance, align our executives’ interests with our stockholders and promote retention over the vesting period. The fiscal 2023 equity awards consisted of a time-based equity award and a performance-based equity award earned based on fiscal 2023 performance, followed by a time-based vesting period. On March 16, 2023, the Compensation Committee approved these grants of:
RSU and PSU Grants in Fiscal 2023
| • | Time-based equity awards in the form of restricted stock units (“RSUs”) to each of our named executive officers (collectively, the “2023 Time-Based RSU Awards”) with a grant date of April 1, 2023. The 2023 Time-Based Awards, which consist of 25,654 RSUs for Mr. Greenawalt, 10,599 RSUs for Mr. Colucci and 2,590 RSUs for Mr. Brubaker, vest in equal installments over a three-year period on February 14, 2024, February 14, 2025, and February 14, 2026. |
RSU and PSU Grants in Fiscal 2023
| • | Performance-based equity awards in the form of PSUs to each of our named executive officers (collectively, the “2023 Performance-Based PSU Awards”). The 2023 Performance-Based Awards were earned based on Economic EBIT Yield and Adjusted Pre-Tax Net Income performance for fiscal 2023 and vest in two equal installments during the subsequent two-year period. These awards are described further below. |
RSU and PSU Grants in Fiscal 2023
| 24 | |
RSU and PSU Grants in Fiscal 2023
2023 Performance-Based PSU Awards With respect to the 2023 Performance-Based PSU Awards, on March 16, 2023 the Compensation Committee approved a target, threshold and maximum number of shares underlying the performance awards for each of our named executive officers as follows:
RSU and PSU Grants in Fiscal 2023
| Name | Threshold (# of PSUs) | Target (# of PSUs) | Maximum (# of PSUs) | | Ryan Greenawalt | 26,043 | 52,085 | 104,170 | | Tony Colucci | 10,760 | 21,519 | 43,038 | | Craig Brubaker | 2,630 | 5,259 | 10,518 |
RSU and PSU Grants in Fiscal 2023
The Compensation Committee established the threshold, target and maximum performance goals for the 2023 Performance-Based PSU Awards with respect to Economic EBIT Yield and Adjusted Pre-Tax Net Income (with each weighted at 50%), using the same goals as set forth above for the 2023 Annual Cash Incentive Program as set forth on page 23 above. Following the end of the 2023 annual performance period, on March 19, 2024 the Compensation Committee met to certify the Company’s performance with respect to these 2023 performance goals and award the PSUs earned by each of our named executive officers for their 2023 Performance-Based PSU Awards as follows: 67,710 shares for Mr. Greenawalt, 27,975 shares for Mr. Colucci and 6,836 shares for Mr. Brubaker. Such shares vest in two equal installments on February 14, 2025 and on February 14, 2026. PERQUISITES We provide perquisites and other personal benefits to our named executive officers that we and the Compensation Committee believe are reasonable and consistent with our overall compensation program to better enable us to attract and retain superior employees for key positions. Our perquisites in fiscal 2023 consisted of personal use of a Company-owned vehicle and/or an automobile allowance. The Compensation Committee periodically reviews the perquisites that are provided to our executive officers to ensure that they are reasonable and that we remain competitive with comparable companies and are able to attract and retain highly qualified senior executives. HEALTH AND RETIREMENT BENEFITS We provide medical, dental, vision, life insurance and disability benefits to all eligible employees. Our named executive officers are eligible to participate in these benefits on the same basis as all other employees. We also provide, at our own expense, additional disability coverage to certain key employees, including Mr. Greenawalt, Mr. Colucci and Mr. Brubaker. We maintain a 401(k) savings plan that allows participants, including our named executive officers, to defer cash compensation up to the maximum deferral under applicable IRS guidelines. We offer a discretionary 401(k) matching contribution of $.50/$1.00 for each participant contribution, up to 7% of employee wages. Eligible employees begin to participate in benefits after completing 30 days of employment. SEVERANCE Please refer to the section titled “Potential Payments Upon Termination or Change in Control” for more information regarding applicable compensatory provisions related to a termination or change in control. The compensation and benefits ultimately awarded in connection with a separation are determined at the discretion of the Compensation Committee and may be based on the executive, their position, nature of the potential separation and such executive’s compliance with any applicable post-termination restrictive covenants.
RSU and PSU Grants in Fiscal 2023
| 2024 PROXY STATEMENT | 25 |
RSU and PSU Grants in Fiscal 2023
Compensation Committee Report The Compensation Committee has reviewed and discussed the following Compensation Discussion and Analysis with management. Based on its review and discussion with management, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Annual Report. Submitted by the Compensation Committee. Katherine E. White, Chair Andrew Studdert SUMMARY COMPENSATION TABLE The following table summarizes the compensation earned by each of our named executive officers for the fiscal years indicated.
RSU and PSU Grants in Fiscal 2023
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Ryan Greenawalt, Chairman of the Board and CEO | 2023 | 635,589 | — | 1,232,163 | — | 960,866 | 30,994 | 2,859,613 | | | 2022 | 618,000 | — | 1,786,644 | — | 1,112,400 | 16,490 | 3,533,534 | | | 2021 | 596,538 | — | 395,882 | — | 480,000 | 17,595 | 1,490,015 | | Anthony Colucci, CFO | 2023 | 421,305 | — | 509,070 | — | 444,632 | 18,206 | 1,393,214 | | | 2022 | 412,500 | — | 730,549 | — | 519,750 | 14,656 | 1,677,455 | | | 2021 | 369,231 | 200,000 | 154,645 | — | 236,250 | 12,819 | 972,945 | | Craig Brubaker, COO | 2023 | 257,379 | — | 124,407 | — | 291,032 | 13,392 | 686,210 | | | 2022 | 252,000 | — | 177,572 | — | 340,200 | 28,153 | 797,925 |
Outstanding Equity Awards
Outstanding Equity Awards Under the terms of our equity awards, upon termination of the named executive officer’s employment, any outstanding RSUs and PSUs shall be forfeited. Notwithstanding the foregoing, if the termination is due to death, disability or, if within two years after a change in control, the named executive officer is terminated without cause, then any outstanding RSUs and PSUs shall vest on the date of such termination. Estimated Payments and Benefits Upon Termination The following table describes the potential benefits that would have been payable to our currently employed named executive officers under existing plans and contractual arrangements assuming a termination or change of control occurred on December 31, 2023, the last business day of fiscal 2023. 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 named executive officers.
Outstanding Equity Awards
| Name | Payment Element* | Death or Disability($) | Termination Without Cause following Change in Control ($) | Termination Without Cause or Good Reason ($) | | Ryan Greenawalt | Acceleration of Equity Awards | 3,318,661 | 3,318,661 | — | | Anthony Colucci | Acceleration of Equity Awards | 1,569,716 | 1,569,716 | — | | Craig Brubaker | Acceleration of Equity Awards | 534,780 | 534,780 | — |
Outstanding Equity Awards
| * Based on closing market price of the Company’s common stock on December 29, 2023 of $12.37. |
Outstanding Equity Awards
| 2024 PROXY STATEMENT | 29 |
Outstanding Equity Awards
Director Compensation Our Compensation Committee reviews and makes recommendations to the Board regarding our director compensation program in accordance with its charter. As part of its review, the Compensation Committee considers various factors, including the skills and time commitment required of the Company’s directors and the compensation practices of the boards of directors of relevant peer companies and the general market. The Compensation Committee’s independent compensation consultant, FW Cook, advises the Compensation Committee with respect to director compensation. The objectives of the Compensation Committee are to compensate directors in a manner that closely aligns the interests of directors with those of our shareholders, to attract and retain highly qualified directors and to structure and set total compensation in such a manner and at such levels that will not call into question any director’s objectivity. It is the Board’s practice to provide a mix of cash and equity-based compensation to non-employee directors, as discussed below.
Elements of Director Compensation Program
Elements of Director Compensation Program Our non-employee director compensation program provides for the following:
Elements of Director Compensation Program
| • | Annual cash fee of $75,000 for fiscal 2023, paid in four installments of $18,750 as fees related to their service on our Board. |
Elements of Director Compensation Program
| • | The Chairpersons of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee receive supplemental annual cash fees of $25,000, $20,000, and $20,000, respectively. Payment for the fee for serving as chairperson is also made in cash in four equal installments. |
Elements of Director Compensation Program
| • | Non-employee directors receive annual grants of restricted stock units at the time of the Annual Stockholder Meeting with an award value of $100,000. Subject to a director’s election to defer the receipt of RSUs (and associated accrued dividends) to the director’s termination of service as a director, the RSU for any year shall vest 1/12th each month and fully vest on the date of the annual meeting of the Company’s stockholders in the following year. The number of RSUs to be issued is determined by dividing (x) $100,000, by (y) the volume weighted average closing price for the Company’s common stock for the 20 trading days preceding the date of issuance. Subject to director’s election to defer, dividends accrue and are paid in cash with respect to vested RSUs following the end of any calendar quarter during which dividends are paid on outstanding shares of our common stock. |
Elements of Director Compensation Program
The following table sets forth the total compensation paid to each member of our Board during the year ended December 31, 2023:
Elements of Director Compensation Program
| Name | Fee Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Daniel Shribman | 75,000 | 103,300 | 178,300 | | Zachary E. Savas | 95,000 | 103,300 | 198,300 | | Andrew Studdert | 100,000 | 103,300 | 203,300 | | Katherine E. White | 95,000 | 103,300 | 198,300 |
Elements of Director Compensation Program
| (1) Represents the aggregate grant date fair value of stock awards during fiscal 2023 computed in accordance with FASB ASC Topic 718, without taking into account estimated forfeitures. The assumptions made when calculating the amounts are found in Note 13 “Stock Based Compensation” to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2023. In addition, each director accrued $7,311 in dividend equivalents for shares vested for the year ended December 31, 2023. |
Elements of Director Compensation Program
The following table provides a summary of the aggregate number of unvested RSUs outstanding and vested deferred awards for each of our non-employee directors as of December 31, 2023.
Elements of Director Compensation Program
| Name | Unvested RSUs Outstanding (as of December 31, 2023) (#) | Vested Deferred Awards (as of December 31, 2023) (#) | | Daniel Shribman | 3,407 | 32,064 | | Zachary E. Savas | 3,407 | 32,064 | | Andrew Studdert | 3,407 | 32,064 | | Katherine E. White | 3,407 | 32,064 |
Elements of Director Compensation Program
| 30 | |
Elements of Director Compensation Program
Transactions With Related Persons POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS The Company has a written Related Person Transaction Policy to assist it in reviewing, approving and ratifying related person transactions. This Related Person Transaction Policy supplements our other policies that may apply to transactions with related persons, such as our Governance Guidelines and Code of Business Conduct and Ethics. Pursuant to the policy, our Audit Committee approves (or ratifies when pre-approval is not feasible) all related person transactions, as defined in the Related Person Transaction Policy. Under the policy, in determining whether or not to approve a Related Party Transaction, the Audit Committee considers (a) the relevant facts and circumstances of the transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third-party, (b) the extent of the Related Party’s interest in the transaction, (c) whether the transaction contravenes the Company’s Code of Business Conduct and Ethics or other policies, (d) whether the relationship underlying the transaction is believed to be in the best interests of the Company and its stockholders and (e) if such Related Party is a director or his or her Immediate Family Member, the effect that the transaction may have on the director’s status as an independent member of the Board and eligibility to serve on committees of the Board pursuant to SEC and NYSE rules. Related Person Transactions Lease Agreement During fiscal 2023, the Company was party to the following lease agreement involving a real estate entity owned in part by a related person: The Property Lease Agreement dated March 20, 2015, was entered into between LMG Holdings, L.L.C., an entity which is controlled by Ryan Greenawalt’s mother, Lucia Greenawalt, and Alta Industrial Equipment Company, L.L.C. The monthly rent is $10,000, subject to adjustment from time to time as set forth in the lease. The leased property is located in South Bend, Indiana and the parties believe the lease amount and other terms of the lease are comparable to similar commercial leases in the same geographic area. OneH2 Transactions Our CEO, CFO, and COO collectively own an indirect, non-controlling minority interest in OneH2, Inc. (“OneH2”), which they each acquired through various transactions that took place in, or prior to, 2018. Our CEO, Ryan Greenawalt, is on the Board of Directors of OneH2. OneH2 is a privately held company that produces and delivers hydrogen fuel to end users and manufactures modular hydrogen plants and related equipment. During the years ended December 31, 2023 and 2022, the Company purchased approximately $0.4 million and $0.3 million of hydrogen fuel from OneH2, respectively. Additionally, the Company paid OneH2 $1.1 million and $3.1 million during the years ended December 31, 2023 and 2022, respectively, as part of the Company’s investment to build and commercialize a hydrogen production plant which we expect to become operational in 2024.
Elements of Director Compensation Program
| 2024 PROXY STATEMENT | 31 |
Elements of Director Compensation Program
Pay Ratio In accordance with SEC rules, we are providing the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee. The 2023 annual total compensation of our CEO is $2,859,613, the 2023 annual total compensation of our median compensated employee is $75,965, and the ratio of these amounts is 38 to 1. For the purpose of identifying our median compensated employee, we used our global employee population as of December 31, 2023 and total cash compensation as our consistently applied compensation measure. In this context, total cash compensation means the total amount of cash earned by employees during fiscal 2023, which we annualized for all permanent employees who did not work for the entire year. Our pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described herein. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
Elements of Director Compensation Program
| 32 | |
Elements of Director Compensation Program
Pay versus Performance The following table provides information required by Item 402(v) of Regulation S-K. For information regarding the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, see “Executive Compensation – Compensation Discussion and Analysis.”
Elements of Director Compensation Program
| Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (3) | Average Summary Compensation Table Total for non-PEO Named Executive Officers (2) | Average Compensation Actually Paid to non-PEO Named Executive Officers (3) | Value of Initial Fixed $100 Investment Based On: (4) | | Net Income | Economic EBIT Yield (6) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (5) | | | | 2023 | 2,859,613 | 2,910,906 | 1,039,712 | 1,119,076 | $122.17 | $163.80 | $8.9 million | 15.5% | | 2022 | 3,533,534 | 4,349,809 | 1,237,690 | 1,343,677 | $128.19 | $149.21 | $9.3 million | 15.3% | | 2021 | 1,490,015 | 1,574,706 | 972,945 | 1,249,779 | $141.04 | $161.79 | ($20.8 million) | 12.1% | | 2020 | 539,957 | 539,957 | 1,908,335 | 1,731,535 | $95.18 | $113.71 | ($24.0 million) | 10.2% |
Elements of Director Compensation Program
| (1) Ryan Greenawalt was our CEO for the years presented. |
Elements of Director Compensation Program
| (2) Other named executive officers consisted of Anthony Colucci and Craig Brubaker for fiscal 2023 and fiscal 2022, and Anthony Colucci for fiscal 2021 and 2020. |
Elements of Director Compensation Program
| (3) Compensation “actually paid” is calculated in accordance with Item 402(v) of Regulation S-K. The tables below sets forth each adjustment made during each year presented in the table to calculate the compensation “actually paid” to our NEOs during each year in the table: |
Elements of Director Compensation Program
| | 2023 | | 2022 | | 2021 | | | Adjustments to Determine Compensation “Actually Paid” | PEO | Other NEOs | PEO | Other NEO | PEO | Other NEO | | Summary Compensation Table Amounts (Average Amounts for Other NEOs) | 2,859,613 | 1,039,712 | 3,533,534 | 1,237,690 | 1,490,015 | 972,945 | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | (1,232,163) | (316,738) | (1,786,644) | (454,060) | (395,882) | (154,645) | | Increase for fair value of awards granted during covered year that remain outstanding as of the end of the covered year end | 1,170,878 | 300,984 | 2,651,305 | 643,623 | 480,573 | 187,729 | | Increase/(deduction) for change in fair value from prior year-end to covered year-end for all awards granted in a fiscal year prior to the covered fiscal year that were outstanding unvested at the end of the covered fiscal year | (103,552) | (36,150) | (29,237) | (50,501) | N/A | 232,050 | | Increase/(deduction) for change in fair value from prior year-end to vesting date of awards granted prior to covered year that vested during covered year | 216,130 | 131,268 | (19,149) | (33,075) | N/A | 11,700 | | Deduction of fair value of awards granted prior to covered year that were forfeited during covered year | — | — | — | — | — | — | | Increase based upon incremental fair value of awards modified during year | — | — | — | — | — | — | | Increase based on dividends or other earnings paid during covered year, prior to vesting date of award | — | — | — | — | — | — | | Compensation Actually Paid | 2,910,906 | 1,119,076 | 4,349,809 | 1,343,677 | 1,574,706 | 1,249,779 |
Elements of Director Compensation Program
| (4) Assumes $100 invested in our common shares on February 14, 2020, and reinvestment of all dividends. |
Elements of Director Compensation Program
| (5) The peer group used by the Company for purposes of its compensation disclosure, as set forth in the Compensation Discussion & Analysis section, consists of the following companies: MRC Global Inc.; Herc Holdings Inc.; MarineMax, Inc.; Titan Machinery Inc.; NOW Inc.; OneWater Marine Inc.; Trinity Industries, Inc.; Global Industrial Company; Astec Industries, Inc.; DXP Enterprises, Inc.; America’s Car-Mart, Inc.; H&E Equipment Services, Inc.; and McGrath RentCorp. |
Elements of Director Compensation Program
| (6) Economic EBIT Yield is a measure assessing the Company’s performance with respect to its return on invested capital. For more information regarding Economic EBIT Yield, see Annex A. |
Elements of Director Compensation Program
Relationship Between “Compensation Actually Paid” and Performance
Elements of Director Compensation Program
| • | Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Other NEOs and the Company’s Cumulative TSR . From 2020 to 2023, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs increased by 43 9 % and decreased by 3 5 %, respectively, compared to a: |
Elements of Director Compensation Program
| • | 22% increase in our TSR over the same time period |
Elements of Director Compensation Program
| 2024 PROXY STATEMENT | 33 |
Elements of Director Compensation Program
| • | 137% increase in our Net Income over the same time period |
Elements of Director Compensation Program
| • | 52% increase in our Economic EBIT Yield over the four-year period. |
Elements of Director Compensation Program
| • | Relationship Between the Company’s TSR and the Peer Group TSR . The TSR for the peer group disclosed in the table above increased by 64% from the Business Combination Closing Date in 2020 to 2023 as compared to the Company’s TSR, which increased by 22% over the same time period. |
Elements of Director Compensation Program
Tabular List of Most Important Financial Performance Measures The following is a list of the financial performance measures that we believe are the most important financial performance measures used to link NEO compensation to company performance. For more information, see “Executive Compensation – Compensation Discussion & Analysis” in this proxy statement. Although we do not in practice use any performance measures to link compensation “actually paid” (as calculated herein) to company performance, we are providing this list in accordance with Item 402(v) of Regulation S-K to provide information on performance measures used by the Compensation Committee to determine NEO compensation.
Elements of Director Compensation Program
| • | Economic EBIT Yield |
Elements of Director Compensation Program
| • | Adjusted Pre-Tax Net Income |
Elements of Director Compensation Program
| 34 | |
Elements of Director Compensation Program
Equity Compensation Plan Information The following table summarizes share and exercise price information about the Company’s equity compensation plans as of December 31, 2023.
Elements of Director Compensation Program
| | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(2) | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(3) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | | Equity Compensation plans approved by security holders(1) | 902,252 | — | 3,136,774 |
Elements of Director Compensation Program
| (1) Relates only to the Company’s 2020 Omnibus Incentive Plan. |
Elements of Director Compensation Program
| (2) Includes 230,574 unvested RSUs, 543,422 unvested PSUs, and 128,256 vested but unissued RSUs. |
Elements of Director Compensation Program
| (3) The RSUs and PSUs were granted without consideration. The weighted average stock trading price at the time of the grants was $11.93. |
Elements of Director Compensation Program
In connection with the Business Combination Closing, the Board and stockholders approved the Company’s 2020 Omnibus Incentive Plan, which enables the Company to grant stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, other share based awards and cash awards to directors, employees and consultants to improve the ability of the Company to attract, retain, and motivate individuals upon whom the Company’s sustained growth and financial success depend.
Elements of Director Compensation Program
| 2024 PROXY STATEMENT | 35 |
Elements of Director Compensation Program
Other Matters We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders will vote your shares in accordance with their best judgment. This discretionary authority is granted by the execution of the form of proxy. Other Information HOUSEHOLDING OF PROXIES SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements with respect to two or more stockholders sharing the same address by delivering a single annual report and proxy statement or a single notice of internet availability of proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding,” can reduce the volume of duplicate information received at households. While the Company does not household, a number of brokerage firms with account holders have instituted householding. Once a stockholder has consented or receives notice from his or her broker that the broker will be householding materials to the stockholder’s address, householding will continue until the stockholder is notified otherwise or until one or more of the stockholders revokes his or her consent. If your Notice of Internet Availability of Proxy Materials or your annual report and proxy statement, as applicable, have been househeld and you wish to receive separate copies of these documents now and/or in the future, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, you may notify your broker. You can also request and we will promptly deliver a separate copy of the Notice of Internet Availability or the Proxy Materials by writing or calling us: Alta Equipment Group Inc., 13211 Merriman Road, Livonia, Michigan 48150, telephone (248) 449-6700. ADDITIONAL FILINGS The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports are available without charge through the Company’s website, www.altg.com, as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The content of our website, however, is not part of this Proxy Statement. You may request a copy of our SEC filings, as well as the foregoing corporate documents, at no cost to you, by writing to the Company address appearing in this Proxy Statement or by calling us at (248) 449-6700. STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING OF STOCKHOLDERS Stockholders of the Company may submit proposals that they believe should be voted upon at the Company’s annual meeting of stockholders. Pursuant to Rule 14a-8 under the Exchange Act, stockholder proposals that satisfy certain requirements may be eligible for inclusion in the Company’s proxy statement for the Company’s 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”). To be eligible for inclusion in the 2025 Proxy Statement, any such stockholder proposals must be submitted in writing to the Secretary of the Company no later than December 26, 2024, in addition to complying with the rules and regulations promulgated by the SEC. The submission of a stockholder proposal does not guarantee that it will be included in the 2025 Proxy Statement. Alternatively, stockholders seeking to present a stockholder proposal or nomination at the Company’s 2025 Annual Meeting of Stockholders, without having it included in the 2025 Proxy Statement, must timely submit notice of such proposal or nomination in accordance with our Bylaws. To be timely, a stockholder’s notice must be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day before the first anniversary of the 2024 Annual Meeting of Stockholders, unless the date of the 2025 Annual Meeting of Stockholders is advanced by more than 30 days or delayed by more than 60 days from the anniversary of the 2024 Annual Meeting of Stockholders. For the Company’s 2025 Annual Meeting of Stockholders, this means that any such proposal or nomination must be submitted no earlier than February 7, 2025 and no later than March 9, 2025. If the date of the 2025 Annual Meeting of Stockholders is advanced by more than 30 days or delayed by more than 60 days from the anniversary of the 2024 Annual Meeting of Stockholders, the stockholder must submit any such proposal or nomination no earlier than the close of business on the 120th day prior to the 2025 Annual Meeting of Stockholders and not later than later of the close of business on the 90th day prior to the 2025 Annual Meeting of Stockholders, or the close of business on the 10th day following the day on which public announcement of the date of the Annual Meeting of Stockholders is first made by the Company.
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Elements of Director Compensation Program
In order for stockholders to give timely notice of nominations for directors, other than those nominated by the Company, for inclusion on a universal proxy card in connection with the 2025 Annual Meeting, notice must be submitted by the same deadline as set forth above in accordance with our Bylaws and must include all of the information required by our Bylaws and by Rule 14a-19(b)(2) and Rule 14a-19(b)(3) under the Exchange Act. Notices of any proposals or nominations for the Company’s 2025 Annual Meeting of Stockholders should be sent to Alta Equipment Group Inc., Secretary, 13211 Merriman Road, Livonia, Michigan 48150.
Elements of Director Compensation Program
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Elements of Director Compensation Program
Appendix A NON-GAAP MEASURES The Company references certain financial measures in its Compensation Discussion & Analysis that are not measures of financial performance under GAAP and may not be defined and calculated by other companies using the same or similar terminology. Definitions of non-GAAP measures used in this proxy statement and reconciliations to the most comparable GAAP measures are set forth below. Adjusted EBITDA: Adjusted EBITDA is a non-GAAP financial measure defined as EBITDA adjusted for certain non-cash, non-recurring, or non-operating expenses, including but not limited to merger and acquisition related costs, restructuring charges, stock compensation expense, and preferred stock dividend expenses reflected in the company’s financial statements. These adjustment items are excluded from Adjusted EBITDA internally when evaluating our operating performance and for strategic planning and forecasting purposes and allow investors to make a more meaningful comparison between our core business operating results over different periods of time, as well as with those of other similar companies. Also, Adjusted EBITDA is calculated net of floorplan interest paid on showroom-ready new equipment. Adjusted Pre-Tax Net Income: Adjusted Pre-Tax Net Income is a non-GAAP financial measure of net income adjusted for certain non-cash, non-recurring, or non-operating expenses, including but not limited to merger and acquisition related costs, restructuring charges and stock compensation expense reflected in the company’s financial statements. The financial measure calculated for compensation purposes adjusts for and removes the influence of any material acquisition activities occurring throughout the period, as targets were established exclusive of merger and acquisition activities. EBITDA: EBITDA is a non-GAAP financial measure representing the sum of net income/ (loss) available to common stockholders, provision for income taxes, interest expense, depreciation of rental equipment and non-rental depreciation and amortization. Economic EBIT: Economic EBIT is a non-GAAP financial measure is defined as Adjusted EBITDA less gains from rental equipment sales less Net Maintenance Capital Expenditure. Economic EBIT Yield: Economic EBIT Yield is a non-GAAP financial measure defined as Economic EBIT divided by average Invested Capital. The financial measure calculated for compensation purposes adjusts for and removes the influence of any material acquisition activities occurring throughout the period, as targets were established exclusive of merger and acquisition activities. Invested Capital: Invested Capital is a non-GAAP financial measure used by management to identify the total investment made by its stockholders, bondholders, and lenders and is further defined as the sum of interest-bearing debt (excluding floor plan payables on new equipment), capital lease obligations, other long-term liabilities, and the book value of equity less cash. Net Maintenance Capital Expenditure: Net Maintenance Capital Expenditure is a non-GAAP financial measure used by management to identify the net investment made into the company’s long-lived assets, primarily its rental fleet. Net Maintenance Capital Expenditure is defined as the sum of total cost of rental fleet sold less the proceeds received from the sale of rental fleet and fixed asset (property, equipment and leasehold improvements) expenditures less proceeds received from the sale of fixed assets. FORWARD-LOOKING STATEMENTS & WEBSITE REFERENCES: This proxy statement contains forward-looking statements within the meaning of section 27A of the Securities Act, as amended, and section 21E of the Exchange Act. Words such as “may,” “will,” “should,” “likely,” “expects,” “intends,” “believes,” “estimates,” “continues,” “maintain,” “remain,” and similar expressions are used to identify these forward-looking statements. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied. For a more detailed discussion of these factors, see the information under “Risk Factors” in our most recent Form 10-K filed with the SEC. Our forward-looking statements speak only as of the date of this proxy statement or as of the date they are made, and we undertake no obligation to update them, notwithstanding any historical practice of doing so. Forward-looking and other statements in this document may also address our corporate responsibility progress, plans, and goals, and the inclusion of such statements is not an indication that these contents are necessarily material to investors or required to be disclosed in the Company’s filings with the SEC. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.
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Elements of Director Compensation Program
Alta Equipment Group Inc. | 13211 Merriman Road, Livonia, MI 48150 |(248) 449-6700 | www.altg.com Your vote P.O. BOX 8016, CARY, NC 27512-9903 matters! Have your ballot ready and please use one of the methods below for easy voting: Your control number Have the 12 digit control number located in the box above available when you access the website and follow the instructions. Scan QR for digital voting Alta Equipment Group Inc. Internet: www.proxypush.com/ALTG • Cast your vote online Annual Meeting of Stockholders • Have your Proxy Card ready • Follow the simple instructions to record your vote For Stockholders of record as of April 12, 2024 Phone: Friday, June 7, 2024 9:30 AM, Eastern Daylight Time Annual Meeting to be held live via the Internet - please visit 1-866-892-1741 • Use any touch-tone telephone Annual Meeting to be held live via the Internet-please visit • Have your Proxy Card ready www.proxydocs.com/ALTG for more details. • Follow the simple recorded instructions Mail: • Mark, sign and date your Proxy Card • Fold and return your Proxy Card in the postage-paid YOUR VOTE IS IMPORTANT! envelope provided PLEASE VOTE BY: 9:30 AM, Eastern Daylight Time, June 7, 2024. Virtual: You must register to attend the meeting online and/or participate at www.proxydocs.com/ALTG This proxy is being solicited on behalf of the Board of Directors The undersigned hereby appoints Ryan Greenawalt, Chairman and Chief Executive Officer, Anthony J. Colucci, Chief Financial Officer, Craig Brubaker, Chief Operating Officer, and Jeff Hoover, Chief Legal Officer and General Counsel (the “Named Proxies”), and each or either of them, as the true and lawful proxies of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Alta Equipment Group Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful proxies to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION FOR ELECTING THE TWO NOMINEES TO THE BOARD OF DIRECTORS LISTED ON THE REVERSE SIDE OF THIS CARD, FOR PROPOSAL 2, AND FOR PROPOSAL 3. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof. You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card. PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE Copyright © 2024 BetaNXT, Inc. or its affiliates. All Rights Reserved Alta Equipment Group Inc. Annual Meeting of Stockholders Please make your marks like this: THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” ELECTING THE TWO DIRECTOR NOMINEES IN PROPOSAL 1, FOR PROPOSAL 2, AND FOR PROPOSAL 3. THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” ELECTING ALL THREE DIRECTOR NOMINEES IN PROPOSAL 1, FOR PROPOSAL 2, AND FOR PROPOSAL 3. BOARD OF DIRECTORS PROPOSAL YOUR VOTE RECOMMENDS 1. Election of Directors FOR WITHHOLD 1.01 Ryan Greenawalt FOR 1.02 Andrew Studdert FOR FOR AGAINST ABSTAIN 2. Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024; 3. Approve in a non-binding advisory vote, the compensation paid to our named executive officers; FOR 4. Transact any other business that may properly come before the Annual Meeting and any adjournments or postponements thereof. You must register to attend the meeting online and/or participate at www.proxydocs.com/ALTG Authorized Signatures - Must be completed for your instructions to be executed. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form. Signature (and Title if applicable) Date Signature (if held jointly) Date