At BrightView, the commitment and management of ESG begins at the top. The Board, in connection with the leadership teams, directs and oversees ESG strategies, establishes relevant policies and practices, and monitors progress and performance.
BrightView understands the importance of ESG and recognizes good corporate governance as central to meeting the needs of all stakeholders. At BrightView, the commitment and management of ESG begins at the top. The Board, in connection with the leadership teams, directs and oversees ESG strategies, establishes relevant policies and practices, and monitors progress and performance. Understanding that good governance is a discipline, BrightView continues to assess and enhance our governance practices to promote the best interests of all stakeholders.
Board Composition and Diversity
BrightView strives to maintain a Board and a workforce that is balanced, diverse and invested in sustainability and economic growth. BrightView recognizes the importance of having a Board that includes different backgrounds and experiences, and is committed to furthering diversity efforts.
BrightView has carefully constructed a Board with diverse experiences, qualifications, attributes and skills to enable the Board to satisfy its oversight responsibilities. BrightView’s directors provide an appropriate mix of experience and skills relevant to the Company’s business and structure and a brief description of the board composition is below:
- James R. Abrahamson has significant executive management experience and has many years of experience as a director of publicly held companies;
- Jane Okun Bomba has significant knowledge of public company financial analyses and human resurces, compensation and corporate sustainability expertise;
- Shamit Grover has significant experience and expertise in private equity investments through his involvement in the investments of MSD Capital, L.P. and MSD Partners;
- Andrew V. Masterman has an extensive background across varied industrial and service businesses, with significant experience managing large organizations;
- Paul E. Raether and Joshua T. Weisenbeck have significant financial, investment and operational experience from their involvement with numerous portfolio companies of KKR and its affiliated funds and have played active roles in overseeing those businesses;
- Richard W. Roedel has many years of experience as a director of publicly held companies and significant executive management and public accounting experience. He also has significant knowledge of financial reporting, internal controls, risk management and corporate governance matters; and
- Mara Swan has an extensive background in the public company human resources and compensation functions and has significant experience in risk management and governance.
BrightView’s Board has three standing committees: the Audit Committee, the Compensation Committee and the Nominating & Corporate Governance (“N&CG”) Committee. Every member of the Audit Committee is independent, and each of the Compensation and N&CG Committees has independent director representation. These committees meet often, typically in conjunction with regularly scheduled meetings of the Board, or otherwise as necessary, to carry out their functions and responsibilities:
- oversees the adequacy and integrity of our financial statements and our financial reporting disclosure practices;
- oversees the soundness of our system of internal controls to assure compliance with financial and accounting requirements and with our system of disclosure controls and procedures;
- retains and reviews the qualifications, performance and independence of our independent auditor;
- oversees our guidelines and policies relating to risk assessment and risk management, and management’s plan for risk monitoring and control;
- establishes procedures for the confidential and anonymous submission by employees of concerns regarding violations of our Code of Conduct
- establishes and reviews the overall compensation philosophy of the Company;
- reviews and approves corporate goals and objectives relevant to the CEO, including annual performance objectives, if any;
- evaluates the performance of the CEO in light of these corporate goals and objectives and, either as a committee or with the other members of the Board, determines and approves the annual salary, bonus, equity-based incentives and other benefits, direct and indirect, of the CEO and other executive officers;
- reviews and approves, or makes recommendations to the Board with respect to incentive-compensation plans and equity-based plans that are subject to the approval of the Board;
- reviews and approves equity compensation plans of the Company that are not otherwise subject to the approval of the Company’s stockholders;
- reviews and makes recommendations to the Board, or approves equity-based awards to certain officers and directors, including pursuant to the Company’s equity-based plans; and
- monitors compliance by participants with the rules and guidelines of the Company’s equity-based plans
Nominating and Corporate Governance Committee
- assists our Board in identifying prospective director nominees and selects or recommends nominees to the Board;
- oversees the evaluation of the Board and management;
- reviews developments in corporate governance practices and oversees a set of corporate governance principles;
- recommends members for each committee of our Board; and
- otherwise takes a leadership role in shaping our corporate governance
Stock Ownership and Retention
Non-employee directors and management at BrightView hold a specific level of equity ownership in the Company to align interests with those of the stockholders. BrightView non-employee directors are required to hold equity ownership equal to 5X the director’s annual cash retainer. With respect to management, BrightView’s policy is based on a set schedule and applies to the CEO, other non-executive officers and certain executives.