BRIGHTVIEW HOLDINGS INC (BV)
Sector: Industrials
2026 Annual Meeting Analysis
BRIGHTVIEW HOLDINGS INC · Meeting: March 3, 2026
Directors FOR
3
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Abrahamson has served on the board since August 2015 and bears full accountability for BrightView's 3-year stock performance of +119.6%, which trails the company-disclosed compensation peer group median of +242.0% by 122.4 percentage points — well above the 65-point threshold that triggers an against vote for companies with strong positive absolute returns; the 5-year check confirms sustained underperformance (BV -29.3% vs peer median +106.7%, a gap of 136 percentage points exceeding the 20-point threshold), so no mitigating downgrade applies.
Ms. Okun Bomba has served since April 2019 and has full tenure overlap with the 3-year measurement period; BrightView's 3-year stock gain of +119.6% lags the peer median of +242.0% by 122.4 percentage points, exceeding the 65-point trigger for companies with strong positive absolute returns, and the 5-year track record is similarly poor (BV -29.3% vs peer +106.7%), so the 5-year mitigant does not apply.
Mr. Cornog joined in May 2022 and has been a director for approximately 45 months, covering nearly the full 3-year measurement window; BrightView's peer-relative underperformance of 122.4 percentage points over three years well exceeds the policy threshold, and while his shorter tenure provides some mitigating context, it does not exempt him from accountability for this level of underperformance.
Mr. Lopez has served since September 2021, giving him full overlap with the 3-year measurement window; the 122.4-percentage-point shortfall versus peer median exceeds the trigger threshold, and the 5-year check (BV -29.3% vs peer +106.7%, gap of 136pp vs 20pp threshold) confirms the underperformance is not a recent anomaly, so the 5-year mitigant does not reduce this to a FOR vote.
Mr. Raether has served as Chairman since May 2015 and bears the highest degree of board-level accountability for BrightView's strategy and performance; the peer-relative TSR gap of 122.4 percentage points over three years is extreme, and the 5-year comparison (BV -29.3% vs peer median +106.7%) confirms this is not a short-term dip, removing any basis for a mitigating downgrade.
Ms. Swan has served since April 2019 with full tenure overlap; the company's 3-year stock return of +119.6% trails the peer group median by 122.4 percentage points, well above the 65-point trigger, and the 5-year data (BV -29.3% vs peer +106.7%) confirms sustained underperformance, so the 5-year mitigant does not apply.
For Analysis
Mr. Asplund joined the board in October 2023 (approximately 27 months before the March 2026 meeting), placing him just outside the strict 24-month new-director exemption window, but his tenure covers less than half of the 3-year underperformance period and he joined after the underperformance was already established; the policy directs a flag but not an automatic against vote in this situation, and given he was appointed to lead the turnaround that produced record EBITDA in fiscal 2025, a FOR vote is appropriate.
Mr. Barker joined the board in August 2023, approximately 31 months before the March 2026 meeting, which is just outside the strict 24-month exemption but his tenure covers less than half of the 3-year underperformance window and he joined after the underperformance pattern was already established; consistent with the policy guidance for directors who joined during an already-underperforming period with less than half the period covered, a FOR vote is appropriate.
Mr. Goldman joined in August 2023 under the same circumstances as Mr. Barker — his tenure covers less than half of the 3-year measurement window and he joined after the underperformance was already established, making a FOR vote appropriate under the policy's mitigating context guidance for recently joined directors.
The board TSR trigger fires against five long-tenured directors (Abrahamson, Okun Bomba, Cornog, Lopez, Raether, Swan) due to BrightView's 3-year stock return of +119.6% lagging the company-disclosed peer median of +242.0% by 122.4 percentage points, which exceeds the 65-point threshold for companies with strong positive absolute returns; the 5-year check (BV -29.3% vs peer +106.7%, gap of 136pp) confirms sustained underperformance and removes any mitigating downgrade. CEO Asplund, and the two One Rock-designated directors (Barker and Goldman) who joined in August 2023, receive FOR votes given their limited tenure overlap with the underperformance period.
Say on Pay
✓ FORCEO
Dale Asplund
Total Comp
$6,382,062
Prior Support
98%%
CEO Dale Asplund received total compensation of $6.38 million in fiscal 2025, which is reasonable for a CEO at a $1.1 billion market cap industrial services company and does not appear to exceed the +20% individual benchmark threshold; the pay structure is well-designed, with approximately 85% of total CEO pay in variable or performance-based components (equity awards and annual bonus), well above the 50-60% minimum the policy requires, and the annual bonus is tied to measurable financial targets (Adjusted EBITDA) that were legitimately earned at 112% of target. The prior Say on Pay vote received 98% support and the pay program includes a clawback policy, stock ownership requirements, an independent compensation consultant, and no tax gross-ups — all positive governance indicators.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$2,824,030
Non-Audit Fees
$364,906
Non-audit fees (tax fees of $353,536 plus other fees of $11,370 = $364,906) represent approximately 12.9% of audit fees of $2,824,030, well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a $1.1 billion market cap company, no material restatements are disclosed, and auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire under policy rules.
Overall Assessment
The 2026 BrightView annual meeting ballot contains two straightforward FOR votes — auditor ratification (Deloitte, low non-audit fees) and Say on Pay (well-structured performance-based program with 98% prior support) — but the director election slate is significantly impaired by BrightView's severe underperformance versus its company-disclosed compensation peers over three years (+119.6% vs peer median +242.0%, a 122.4pp gap), which triggers AGAINST votes for the five longest-tenured directors while sparing the CEO and the two recently appointed One Rock designees whose tenure does not meaningfully overlap with the underperformance period.
Compensation Peer Group
3 companies disclosed in 2026 proxy filing