Luciano Melluzzo
About Luciano Melluzzo
Luciano (Lou) Melluzzo, 60, has served as President and CEO of Air Industries Group since November 15, 2017 (joined the company September 11, 2017) after prior roles including COO at EDAC Technologies (2005–2010), self-employed real estate redevelopment (2011–2015), and General Manager at Polar Corporation (2015–2017) . During his tenure, Air Industries’ revenue increased from FY2018 to FY2024 while EBITDA rebounded from near breakeven to positive; however, TSR declined to $44.73 on a hypothetical $100 investment by YE2024 and net income remained negative in recent years . See Revenue/EBITDA table and Pay vs Performance below for specifics.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| EDAC Technologies Corporation | Various roles; Chief Operating Officer from 2005 to 2010 | 2003–2011 | Led operations at aerospace components maker listed on Nasdaq Capital Market . |
| Self-employed (Residential real estate redevelopment) | Principal | 2011–2015 | Entrepreneurial operating experience outside aerospace . |
| Polar Corporation (privately held aerospace machining firm) | General Manager | 2015–2017 | Ran CNC machining operations for aerospace hardware . |
| Air Industries Group | CEO (joined 9/11/2017); President and CEO since 11/15/2017 | 2017–present | Leading turnaround, equity plan refresh and capital structure initiatives . |
Fixed Compensation
Multi-year cash and other fixed elements for Melluzzo.
| Metric (USD) | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Base Salary | 356,731 | 350,000 | 352,692 | 374,575 | 374,566 |
| Bonus (cash) | — | — | — | — | — |
| All Other Compensation (car allowance) | 10,800 | 10,800 | 10,800 | 10,800 | 10,800 |
Performance Compensation
Summary of equity and incentive awards for Melluzzo.
| Component (USD) | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Stock Awards (RSUs) | — | — | — | — | 620,350 |
| Option Awards (grant-date fair value) | 102,000 | 207,000 | 79,600 | 107,940 | — |
| Non-Equity Incentive Plan Compensation | 105,000 | 148,750 | 101,500 | — | — |
| Total Compensation | 574,351 | 716,550 | 544,592 | 493,315 | 1,005,716 |
Equity grant details and vesting (most recent):
- RSU grant: 102,368 RSUs to Melluzzo on August 26, 2024 (grant-date fair value $620,350). One-third vested April 1, 2025; remainder vests in two equal annual installments commencing April 1, 2026, subject to continued service .
- Grant of Plan-Based Awards table confirms August 26, 2024 RSU awards to NEOs .
Outstanding equity as of 12/31/2024 (Melluzzo):
- Unvested RSUs: 102,368 (market value $416,638 at $4.07 on 12/31/2024) .
- Stock options (exercisable/unexercisable):
- 48,000 / — at $3.43 expiring 6/30/2028
- 9,000 / 18,000 at $3.50 expiring 5/31/2028
- 20,000 / — at $8.30 expiring 3/31/2027
- 18,000 / — at $12.20 expiring 7/31/2026
- 15,000 / — at $13.90 expiring 3/31/2026
- 20,000 / — at $10.30 expiring 3/31/2025
Insider trading/vesting cadence (trading signal watchlist):
- RSU vest dates: April 1, 2025; April 1, 2026; April 1, 2027—potential sell-to-cover events around vesting dates; monitor Form 4s. A Form 4 dated August 27, 2024 reported the RSU grant and option holdings; options at multiple strikes are reported as exercisable in full (older tranches) or with final vest completing by May 31, 2025 on the $3.50 grant .
Equity Ownership & Alignment
Beneficial ownership (as of April 30, 2025; 3,764,237 shares outstanding):
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Luciano Melluzzo (President and CEO) | 170,199 | 4.35% | Includes 128,000 shares issuable upon exercise of options exercisable within 60 days . |
Additional governance/ownership context:
- Board/Insider concentration: Directors and executive officers as a group own 34.97% (including 388,586 shares via convertible notes and 271,510 via options within 60 days) .
- Related-party debt overhang and potential equity issuance: Taglich affiliates hold subordinated notes convertible at $15.00 and $9.30 (maturing July 1, 2026); company anticipates modifications upon refinancing; a 2025 charter amendment seeks to increase authorized shares from 6,000,000 to 20,000,000 to facilitate capital flexibility and potential note restructurings .
Employment Terms
- Employment agreements: Executive officers, including Melluzzo, are employees at will; no fixed-term employment agreements and no severance beyond that payable to employees generally .
- Compensation governance: Compensation Committee (Rettaliata, Brand, Buonanno) held four meetings in 2024; annually adopts plans to reward management for meeting/exceeding targeted goals, with emphasis on profits versus revenue growth .
- Equity plans: 2022 Equity Incentive Plan (as amended/restated) authorizes equity awards; 2025 proposal seeks to increase shares available under the 2022 Plan by 250,000 (to 900,000) given 2024 RSU grants and ongoing director equity compensation .
Pay Versus Performance (PEO focus)
| Year | PEO Total (SCT) ($) | Compensation Actually Paid to PEO ($) | Average NEO Total ($) | Average NEO CAP ($) | TSR Value of $100 Investment | Net Income ($) |
|---|---|---|---|---|---|---|
| 2022 | 544,592 | 464,992 | 340,621 | 258,597 | 46.70 | (1,076,000) |
| 2023 | 493,315 | 385,375 | 279,195 | 248,357 | 35.71 | (2,131,000) |
| 2024 | 1,005,716 | 802,004 | 595,594 | 473,645 | 44.73 | (1,366,000) |
Notes: 2024 CAP adjusts for unvested RSU fair value changes; 2024 RSU grant to Melluzzo: 102,368 units on 8/26/2024 .
Tenure Performance – Revenues and EBITDA
| Metric | FY 2018 | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|---|
| Revenue ($) | 44,530,000* | 54,573,000* | 50,097,000* | 58,939,000* | 53,238,000* | 51,516,000* | 55,108,000* |
| EBITDA ($) | 7,000* | 3,605,000* | 1,131,000* | 5,290,000* | 2,328,000* | 2,057,000* | 2,707,000* |
Values retrieved from S&P Global.*
Commentary:
- Revenue grew from FY2018 to FY2024 with a dip in 2022–2023 and recovery in 2024; EBITDA improved versus 2018 baseline with peaks in 2021 and stabilization thereafter (see SCT/RSU shift in 2024) .
Investment Implications
- Pay-mix shift and alignment: 2024 moved from options to significant RSU grants (102,368 RSUs to the CEO), increasing line-of-sight to value but lowering performance leverage; one-third vested in April 2025 with remaining tranches in 2026–2027, creating predictable liquidity windows (watch for sell-to-cover Form 4s) .
- Retention and risk: At-will employment with no severance or CoC protections suggests limited contractual retention hooks; however, unvested RSUs and option overhang provide retention incentives through 2027 .
- Ownership and governance: CEO beneficial ownership (4.35%) including sizable exercisable options signals moderate alignment; broader insider ownership and related-party convertible notes (convertible at $15.00 and $9.30) could influence future capital decisions and dilution; the 2025 share authorization increase underscores ongoing balance sheet flexibility needs .
- Performance setup: TSR underperformed over 2022–2024 and net income remained negative even as revenue/EBITDA stabilized; incentive emphasis on profits (per committee disclosure) is appropriate, but investors should monitor explicit metric disclosure, vesting outcomes, and whether profit goals translate to sustained FCF and improved TSR .