Michael McAuley
About Michael McAuley
Senior Vice President, Chief Financial Officer and Treasurer of Ampco-Pittsburgh Corporation. He has served as CFO since April 2016 (promoted to Senior Vice President in March 2018) and previously was Senior Vice President and CFO of RTI International Metals (titanium mill products/fabrications) from July 2014 to October 2015 . Recent operating context under his finance leadership: 2024 annual incentive metrics paid above target on FCF and corporate operating income, with maximum payout on free cash flow; 2022–2024 PSU cycles paid 0% (below threshold), underscoring “at risk” long-term pay design . In 1Q25, the company reported net income of $1.1 million and adjusted EBITDA of $8.8 million; 2Q25 included $6.8 million of U.K. exit costs but maintained $8.0 million adjusted EBITDA for the quarter and $16.8 million YTD, reflecting mix, pricing and restructuring actions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ampco-Pittsburgh Corporation | Vice President, CFO & Treasurer; then Senior Vice President, CFO & Treasurer | Apr 2016–present (SVP since Mar 2018) | Oversight of corporate finance/treasury; executed performance-linked pay design; supported segment improvement and cash generation . |
| RTI International Metals, Inc. | Senior Vice President & CFO | Jul 2014–Oct 2015 | Led finance at titanium producer; relevant metals industry experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public company directorships disclosed for McAuley . |
Fixed Compensation
| Item | 2024 Details |
|---|---|
| Base Salary | $470,000 (adjusted from $450,000; +4.4%) . |
| Perquisites/Other | 401(k) company contribution $17,250; financial/tax advisory reimbursement $12,000 . |
| Total 2024 Salary + Other | Salary $465,000 paid; All Other Compensation $29,250 (components above) . |
Performance Compensation
2024 Annual Incentive Plan (AIP) – Design and Outcomes
| Metric | Weight | Threshold → Target → Max | 2024 Attainment Summary | Component Payout (McAuley) |
|---|---|---|---|---|
| FCEP Segment Operating Income | 30% | $2.0mm → $6.7mm → $10.0mm | Above target | $183,300 . |
| ALP Segment Operating Income | 20% | $9.3mm → $14.2mm → $17.0mm | Between threshold and target | $45,373 . |
| Corporate Operating Income | 20% | $0 → $7.4mm → $11.0mm | Exceeded target | $81,990 . |
| Corporate Free Cash Flow | 30% | $(12.3)mm → $1.6mm → $7.9mm | Exceeded maximum | $183,300 . |
| Individual Modifier | ±30% discretion; capped 200% | — | No modifier applied | $0 . |
| Total AIP Paid | Target 65% of base ($305,500) | — | Weighted sum of above | $493,963 . |
Notes:
- AIP cap is 200% of target; adjustments policy excludes unusual/non-recurring items (e.g., asbestos-related credit, FX, certain fees) .
Long-Term Incentives (LTI)
| Feature | 2024 LTI Structure |
|---|---|
| Target LTI Value | $399,500 (85% of base salary) . |
| Award Mix | 34% ROIC PSUs, 33% rTSR PSUs, 33% RSUs; 3-year PSU performance period (2024–2026); RSUs vest annually over 3 years . |
| Share Sizing Policy | Grants sized at $5.50 reference price (vs $1.61 market), materially reducing shares to limit dilution in low-price environment . |
| 2024 Grant Accounting Value (proxy total stock awards) | $117,904 (aggregate RSUs/PSUs grant-date fair value per ASC 718) . |
| Performance Curves | ROIC PSUs: 0/50/100/200% at <Threshold/Threshold/Target/Max; rTSR PSUs: 0/50/100/200% at <25th/25th/50th/75th percentile (peer group) . |
| 2022–2024 PSU Outcome | 0% earned on both rTSR and ROIC (forfeited) . |
| One-time Price-Based PSUs (granted 2023) | Earns upon a 10-trading-day average price of $10 before 5/15/2027 and service through 1-year anniversary; McAuley eligible for 50,000 shares upon achievement . |
Equity Ownership & Alignment
Beneficial Ownership (as of Mar 13, 2025)
| Holder | Total Beneficial Shares | Percent of Class | Composition and Notes |
|---|---|---|---|
| Michael G. McAuley | 140,067 | <1% | 110,213 shares held directly; 21,994 RSUs vesting within 60 days; 7,860 warrants to purchase common shares . |
Unvested Awards and Vesting Schedules (as of 12/31/2024)
| Award Type | Unvested Qty | Market/Payout Value Ref. | Vesting Schedule / Notes |
|---|---|---|---|
| RSUs | 45,176 | $94,418 (at $2.09) | 6,805 vests 5/5/2025; 7,200 vests 5/15/2025; 7,201 vests 5/15/2026; 7,989 vests 5/15/2025; 7,990 vests 5/15/2026; 7,991 vests 5/15/2027 . |
| PSUs (2023 & 2024 cycles, at threshold assumption) | 46,262 | $201,188 (at $2.09; rTSR/ROIC portions) | 21,928 scheduled to vest 5/15/2026 (2023 PSUs); 24,334 scheduled to vest 5/15/2027 (2024 PSUs); actual vesting contingent on performance . |
| PSUs (2022 cycle) | — | — | 2022–2024 performance below threshold; no shares earned . |
Ownership Policies and Alignment
- Stock Ownership Guideline: 1x base salary for Executive Officers; McAuley’s ownership value as of 3/13/2025 was $286,889; directors/officers cannot sell more than 50% of company-granted shares until compliant; committee reviews annually .
- Hedging/Pledging: Prohibited by Insider Trading Policy; pre-clearance required; margin accounts prohibited .
- Clawback: Dodd-Frank 10D-1 compliant; mandatory recovery upon restatement; discretionary recovery for time-based equity; adds fraud/misconduct triggers .
- Options: Stock options are not part of the 2024 program; warrants referenced are capital structure instruments, not option awards granted under the plan .
Employment Terms
| Topic | Key Terms |
|---|---|
| Role/Tenure | Senior Vice President, CFO & Treasurer since March 2018; CFO & Treasurer since April 2016 . |
| Change-in-Control (CIC) | 3x (salary + prior-year bonus) cash; 2 years of benefits continuation; accelerated vesting of unvested RSUs; cash-out of options/warrants for intrinsic value; no excise tax gross-ups; 280G cutback applies . |
| Severance (non-CIC) | Executive Severance Plan (non-CEO) expired in 2020 and not renewed; no ongoing plan disclosed for CFO . |
| Pension/SERP | Pension Plan frozen to pre-6/30/2015 hires; named executive officers not eligible; SERP frozen; none of the named executive officers eligible in 2024 . |
| Perquisites | 401(k) match; financial/tax advisory reimbursement (see Fixed Compensation) . |
| Equity Plan | 2016 Omnibus Incentive Plan (Amended & Restated) governs RSU/PSU grants with ≥1-year minimum vesting . |
Performance & Track Record (context for incentives)
| Period/Update | Key Operating Takeaways |
|---|---|
| 2024 AIP performance | Above-target FCEP operating income; ALP between threshold and target; corporate operating income above target; free cash flow at maximum; resulted in $493,963 AIP payout for McAuley . |
| 2022–2024 PSU outcome | Both rTSR and ROIC PSUs earned 0% for 2022 grants, fully forfeited at end of cycle . |
| 1Q25 (Results 5/12/25) | Net sales $104.3mm; income from operations $3.9mm; net income attributable to AP $1.1mm; adjusted EBITDA $8.8mm (8.4% margin), reflecting pricing, efficiencies, mix; record ALP orders; commentary on passing tariff impacts to customers . |
| 2Q25 (Results 8/12/25) | $6.8mm U.K. exit charges; adjusted EBITDA $8.0mm in quarter and $16.8mm YTD; expected ≥$5mm annual operating income improvement post-exit . |
| 3Q24 (Results 11/12/24) | Operating income $1.9mm; margin gains in FCEP offset weaker volume; increased backlog sequentially . |
Compensation Committee, Governance, and Say-on-Pay
- Compensation Consultant: Pay Governance LLC engaged as independent advisor in 2024; committee meets in executive session with consultant .
- Peer Group: Multi-company industrial and engineered products peer set used for pay context and rTSR benchmarking (e.g., Thermon Group, Northwest Pipe, Universal Stainless, etc.) .
- Policies: No 280G gross-ups; no option repricing without shareholder approval; multi-year vesting; stock ownership guidelines; D&Os prohibited from hedging/pledging .
- Say-on-Pay: Company states it has received favorable annual results historically; vote held annually .
Risk Indicators & Red Flags
- PSU Forfeiture: 0% vesting on 2022–2024 PSUs highlights rigorous performance hurdles and potential underperformance versus targets; alignment signal but also execution risk .
- Ownership vs Guideline: McAuley’s ownership value ($286,889) below 1x salary guideline as of 3/13/25; selling restrictions in place until guideline met; committee reviews annually .
- Hedging/Pledging: Prohibited (mitigates alignment risk) .
- Clawback: Robust, SEC-compliant .
Director/Officer Stock Ownership Snapshot (for context)
| Name | Shares Beneficially Owned | % of Class |
|---|---|---|
| Michael G. McAuley | 140,067 | <1% . |
Summary Compensation Table Items (McAuley)
| Year | Salary | Stock Awards (Grant-Date FV) | Non-Equity Incentive (AIP) | All Other Comp | Total |
|---|---|---|---|---|---|
| 2024 | $465,000 | $117,904 | $493,963 | $29,250 | $1,106,117 . |
| 2023 | $443,813 | $291,228 | $295,194 | $28,500 | $1,058,735 . |
Investment Implications
- Pay-for-performance is functioning: 2024 cash incentives paid for clear improvements (FCF at max; corporate OI above target) while longer-horizon PSUs from 2022 forfeited at 0%, indicating rigorous hurdles and tight alignment; prospective upside remains via 2023/2024 PSUs and the $10 price-based PSUs (50,000 shares for McAuley) if sustained performance and stock recovery materialize .
- Near-term catalysts and risks: Restructuring (U.K. exit) implies at least $5mm annual operating income uplift post-completion; tariff dynamics and roll demand volatility remain variables; 1H25 adjusted EBITDA trajectory provides support if mix/pricing hold .
- Alignment and retention: Ownership guidelines, no hedging/pledging, and strong clawback framework reduce governance risk; McAuley’s current ownership below guideline suggests continued retention pressure via future vesting and value accumulation paths .