ALTA EQUIPMENT GROUP INC
For the period ended May 30, 2025. Filed Apr 15, 2025.
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May 30, 2025 · Filed Apr 15, 2025
Contents
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.”
| AverageSummaryCompensation · AverageCompensationActually Paid to · Value of Initial Fixed $100Investment Based On: (4) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | SummaryCompensationTable Total forPEO(1) | CompensationActually Paidto PEO(3) | Table Total fornon-PEO NamedExecutiveOfficers(2) | non-PEONamedExecutiveOfficers(3) | TotalShareholderReturn | Peer GroupTotalShareholderReturn(5) | Net (Loss) Income | EconomicEBIT Yield(6) |
| 2024 | 2,356,051 | 210,331 | 814,677 | 267,133 | $66.49 | $155.78 | ($62.1 million) | 8.9% |
| 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% |
(1)Ryan Greenawalt was our CEO for the years presented.
(2) Other named executive officers consisted of Anthony Colucci, Craig Brubaker, and Jeffrey Hoover for fiscal 2024; Anthony Colucci and Craig Brubaker for fiscal 2023 and fiscal 2022; and Anthony Colucci for fiscal 2021 and fiscal 2020.
(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:
| 2024 · 2023 · 2022 · 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Adjustments to Determine Compensation “Actually Paid” | PEO | OtherNEOs | PEO | OtherNEOs | PEO | OtherNEO | PEO | OtherNEO |
| Summary Compensation Table Amounts (Average Amounts for Other NEOs) | 2,356,051 | 814,677 | 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 | (1,413,320) | (336,083) | (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 | 259,749 | 61,768 | 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 | (870,159) | (224,674) | (103,552) | (36,150) | (29,237) | (50,501) | N/A | 232,050 |
| Increase/(deduction) for change in fair value from prior year-endto vesting date of awards granted prior to covered year that vested during covered year | (121,989) | (48,555) | 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 | 210,331 | 267,133 | 2,910,906 | 1,119,076 | 4,349,809 | 1,343,677 | 1,574,706 | 1,249,779 |
(4)
Assumes $100 invested in our common shares on February 14, 2020, and reinvestment of all dividends.
(5)
The 2024 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.; BlueLinx Holdings Inc.; Trinity Industries, Inc; MarineMax, Inc.; DNOW Inc.; The Manitowoc Company, Inc.; Titan Machinery Inc.; Custom Truck One Source, Inc.; OneWater Marine Inc.; DXP Enterprises, Inc.; H&E Equipment Services, Inc.; Astec Industries, Inc.; Monro, Inc.; Global Industrial Company; America’s Car-Mart, Inc.; and McGrath RentCorp. The peer groups used to calculate Peer Group Total Shareholder Return in prior years are disclosed in our 2024 and 2023 proxy statements.
(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 Appendix B.
| 2025 PROXY STATEMENT | 33 |
Relationship Between “Compensation Actually Paid” and Performance
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 2024, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs decreased by 61% and 85%, respectively, compared to a:
34% decrease in our TSR over the same time period
159% decrease in our Net (Loss) Income over the same time period
13% decrease in our Economic EBIT Yield over the four-year period.
Relationship Between the Company’s TSR and the Peer Group TSR. The TSR for the peer group disclosed in the table above increased by 56% from the Business Combination Closing Date in 2020 to 2024 as compared to the Company’s TSR, which decreased by 34% over the same time period.
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.
Economic EBIT Yield
Adjusted Pre-Tax Net Income
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