Manuel Chavez III
About Manuel Chavez III
Manuel Chavez III (age 48) is Chief Executive Officer and Co‑Chairman of Mobile Infrastructure Corporation (BEEP), serving as CEO and Chairman since August 2021; he is founder and Managing Partner of Bombe Asset Management (since 2017) and previously was CEO/President of Parking Company of America (1999–2017) . Under his leadership, BEEP is executing a 36‑month asset rotation and operating model shift: 29 of 40 assets converted to management contracts by late 2024 with further conversions planned, and sales of three assets at significant multiples of NOI to fund higher‑yield reinvestment . 2024 operating metrics improved: NOI rose to $22.633m (+7.2% YoY), and Adjusted EBITDA Plus reached $16.222m vs $14.801m in 2023, while net loss narrowed materially . Incentives emphasize relative TSR vs Russell 2000 and share‑price hurdles ($13/$16 VWAP) to align with shareholder value creation .
Board service and governance snapshot: Chavez is an inside director and Co‑Chairman; governance is structured with an independent Co‑Chair (Jeffrey Osher) and independent committee chairs across Audit, Compensation, and Nominating to counterbalance the combined CEO/Co‑Chair role .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Mobile Infrastructure Corporation (BEEP) | Chief Executive Officer; Chairman/Co‑Chairman | Aug 2021–present | Led shift to management contracts and 36‑month asset rotation; executed asset sales at significant multiples; pursuing reinvestment into higher NOI assets |
| Bombe Asset Management | Founder, Managing Partner | 2017–present | Real estate investment platform; provides deal flow and industry relationships leveraged by BEEP |
| Parking Company of America, Inc. | CEO/President; prior roles | 1999–2017 | Operated parking management services; foundational industry experience and operating expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Greater Cincinnati Port Authority | Chairman of the Board | Not disclosed (current) | Community and economic development leadership |
| Cincinnati State Technical and Community College | Board of Trustees member | Not disclosed (current) | Public technical/community college governance |
| Cincinnati Regional Business Committee | Member | Not disclosed (current) | Business leader group focused on regional growth |
Fixed Compensation
| Year | Base salary ($) | Delivery | Target bonus (%) | Actual bonus paid ($) | All other comp ($) | Notes |
|---|---|---|---|---|---|---|
| 2024 | 600,000 | Elected in equity: 164,474 LTIP Units; vested quarterly in 2024 (Apr 10, Jul 10, Oct 10, Jan 10, 2025) | 33.33 | 0 (earned $77,278 but Chavez requested allocation to other NEOs) | 15,554 | Medical/vision/dental premiums |
| 2023 | 600,000 | Elected in equity: 164,474 LTIP Units (granted Jan 10, 2024) | 33.33 | Received 46,501 LTIP Units (fully vested) as 2023 STI (granted Jan 10, 2024) | — | Base salary election in equity per employment agreement |
Performance Compensation
Short‑Term Incentive (STI) Design and 2024 Outcome
| Component | Weight | Threshold | Target | Maximum | 2024 payout for Chavez |
|---|---|---|---|---|---|
| Net Operating Income (NOI) | 50% | NOI ≥ $23.2m | NOI ≥ $23.9m | NOI ≥ $25.9m | $0 |
| Adjusted EBITDA Plus | 25% | Adj. EBITDA Plus ≥ $16.2m | ≥ $17.1m | ≥ $19.1m | $27,278 |
| Discretionary (1–5 scale) | 25% | 3 (Threshold) | 4 (Target) | 5 (Max) | $50,000 |
| Total earned | 100% | — | — | — | $77,278; 100% allocated pro‑rata to Hogue/Gohr; Chavez received $0 cash |
Notes:
- STI target opportunity: 33.33% of base salary .
- Metrics defined; reconciliation for non‑GAAP measures provided in Proxy Exhibit A .
Long‑Term Incentive (LTI) Structure and Grants
| Grant/award | Grant date | Instrument | Quantity | Vesting/Performance | Notes |
|---|---|---|---|---|---|
| 2024 Annual LTI (service‑based 50%) | Jan 10, 2024 | LTIP Units | 137,061 | 1/3 each on Jan 10, 2025/2026/2027 | 50% of annual LTI; remaining 50% is performance‑based (below) |
| 2024 Annual LTI (performance‑based 50%) | Contingent | LTIP/Performance units | Notional (50% of annual LTI) | Relative TSR vs Russell 2000 over 1/10/2024–1/8/2027; 35th/55th/75th percentile → 50%/100%/200% vesting | Linear interpolation between levels |
| Amended Performance Units (from 2022 awards) | May 30, 2024 | Performance Units | 1,406,250 | 50% vests if 5‑day VWAP ≥ $13 by 12/31/2026; 50% vests if 5‑day VWAP ≥ $16 by 12/31/2028; 1‑yr hold then convertible 1:1 to Common Units | Replaced prior $25 price and AFFO hurdles; deemed cancellation/re‑grant |
| 2023 Annual LTI | Jan 10, 2024 | LTIP Units | 274,123 | 1/3 each on Jan 10, 2025/2026/2027 | Granted after FY23 year‑end |
| 2023 STI (paid in equity) | Jan 10, 2024 | LTIP Units | 46,501 | Fully vested at grant | Chavez elected equity; fully vested |
| Accrued 2021 salary settlement | Jan 12, 2024 | LTIP Units | 64,114 | As specified | Payment of accrued/unpaid 2021 base salary |
Clawback: Company maintains an incentive compensation clawback policy (applies to stock price/TSR metrics as “financial reporting measures”); a 2024 technical restatement did not trigger recovery as STI/LTI metrics were unaffected .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (Common stock) | 2,365,973 shares (5.5%) including 142,000 direct; 42,631 via Bombe; 382,978 issuable upon exercise of Bombe‑held warrants; 1,798,364 via Bombe‑MIC Pref LLC |
| Operating Company Common Units | 2,998,423 units (6.3%) including 842,738 vested LTIP Units convertible within 60 days; 2,131,537 units held by Bombe; 24,148 units by PLR‑322 Streeter LLC (managed by Chavez) |
| Outstanding performance units | 1,406,250 Performance Units subject to $13/$16 5‑day VWAP hurdles (2026/2028) |
| Unvested/earned LTIPs and RSUs at 12/31/24 | Chavez: 2,089,971 securities not vested; 1,569,918 unearned performance awards (market/performance) |
| Ownership guidelines | CEO must hold ≥6x base salary in stock/“common stock equivalents”; all current directors/NEOs are in compliance |
| Hedging/pledging policy | Hedging by officers/directors/employees is prohibited under insider trading policy |
Employment Terms
| Term | Key provisions |
|---|---|
| Agreement date/term | Employment agreements for CEO and President entered Aug 25, 2021; initial 3‑year term with auto 1‑year renewals unless 90‑day notice |
| Base salary | CEO: $600,000; may elect to receive salary/bonus in equity; committee can deliver comp in shares, LTIP Units, Performance Units |
| Bonus/Equity targets | STI target ≤33.33% of base; annual LTI target up to $1,000,000 (CEO) with 3‑year ratable vesting for time‑based awards |
| Severance (qualifying termination) | Death/disability: 1x total cash comp; Without Cause/Good Reason/non‑renewal: 2x; If within 12 months post‑Change in Control: 3x; COBRA coverage 18 months; time‑based equity vests in full |
| Non‑compete/Non‑solicit | Two‑year non‑compete and non‑solicit post‑termination; confidentiality and non‑disparagement covenants |
| Clawback | Executive incentive‑based compensation subject to clawback policy adopted Oct 2, 2023 |
Board Service & Governance
- Role and independence: CEO and Co‑Chairman; not independent. Board employs an independent Co‑Chair (Jeffrey B. Osher) and independent committee chairs (Audit: David Garfinkle; Compensation: Jeffrey B. Osher; Nominating/Governance: Damon Jones) to balance combined leadership .
- Committees: Chavez is not listed on Audit, Compensation, or Nominating/Gov committees .
- Meetings/attendance: In 2024, Board held 9 meetings; each director other than one (Greiwe) attended at least 75% of Board and committee meetings held while serving .
- Director elections (2025): Chavez received 29,791,173 votes FOR vs 218,252 WITHHELD at the June 18, 2025 annual meeting .
- Director compensation: Non‑employee directors receive retainers (60% in RSUs/40% cash); employee directors (e.g., CEO) receive no additional director fees .
Related Party Transactions (Governance Risk Indicators)
- Operating Company governance: Mobile Infra Operating Company, LLC is managed by a 2‑member board (Chavez and Hogue); MIC appoints one member with two votes and non‑MIC members appoint one with one vote .
- Bombe/Color Up/PIPE relationships: Chavez controls Bombe and manages Bombe‑MIC Pref; significant holdings and prior Sponsor/PIPE arrangements create interlocks with large shareholders (e.g., Harvest entities) .
- Park Place Parking: Two Cincinnati facilities operated by PCA d/b/a Park Place Parking (owned by Chavez’s father and uncles); Chavez is not an owner/beneficiary; recorded balances of ~$0.2m (2024) and $0.1m (2023) with Park Place Parking .
- Award modifications: 2022 performance awards amended in May 2024 to VWAP hurdles ($13 by 2026; $16 by 2028) from prior $25 price/AFFO targets, deemed cancellation and re‑grant of performance‑based equity .
Multi‑Year Compensation Summary (selected line items)
| Metric | 2023 | 2024 |
|---|---|---|
| Stock awards ($) | 1,727,518 | 2,889,094 |
| STI cash received ($) | — | 0 (earned $77,278; reallocated) |
| All other comp ($) | — | 15,554 |
Ownership Snapshot (as of 3/31/2025)
| Holding | Amount | % |
|---|---|---|
| Common stock beneficially owned | 2,365,973 | 5.5% |
| Operating Company Common Units | 2,998,423 | 6.3% |
| Vested LTIP Units (within 60 days) | 842,738 | — |
| Performance Units outstanding | 1,406,250 | — |
Performance & Track Record
- Strategy execution: Converted 29/40 assets to management contracts by late 2024, targeting 75% by end of 2025, enabling pricing autonomy and data‑driven optimization . Launched 36‑month asset rotation; sold three assets at significant multiples of parking income (one at sub‑2% cap rate) and are in active negotiations for ~$20m additional sales; targeting ~$100m dispositions over three years with reinvestment into higher NOI assets .
- Operating performance: 2024 NOI $22.633m vs $21.109m in 2023 (+7.2%); Adjusted EBITDA Plus $16.222m vs $14.801m; net loss improved from $(38.238)m to $(8.381)m .
Compensation Structure Analysis
- Mix and alignment: CEO elected to receive both 2023 and 2024 base salary in equity (LTIP Units), and 2023 STI in equity, indicating high equity emphasis and alignment; 2024 STI earned was reallocated to other NEOs at his request .
- Metrics and rigor: 2024 STI tied to NOI (50%), Adjusted EBITDA Plus (25%), and discretion (25%) with specified dollar targets; no NOI payout in 2024, small payout on EBITDA Plus, and a discretionary component .
- Shift in performance awards: May 2024 amended performance units replaced a $25 stock price/AFFO grid with $13/$16 5‑day VWAP hurdles through 2026/2028—an award modification that can be viewed as easing vesting conditions vs prior structure; however, it extends performance horizons, aiming to retain and focus management on price milestones .
- Clawback/hedging: Dodd‑Frank compliant clawback in place; hedging prohibited, reinforcing alignment .
Employment Terms (Severance/CIC Economics)
- Severance multiples: 1x (death/disability), 2x (without cause/good reason/non‑renewal), 3x if within 12 months post‑CIC; time‑based equity vests; COBRA 18 months; 2‑year non‑compete/non‑solicit .
Board Governance (Director Role Considerations)
- Dual role implications: Combined CEO/Co‑Chair role provides unified leadership and Board‑management bridge; mitigations include independent Co‑Chair and independent committee chairs, and executive sessions of independents . Chavez is not on key committees (audit/comp/nom‑gov), preserving independent oversight .
- 2025 shareholder support: Strong director reelection support (e.g., Chavez 29.79m FOR vs 0.22m WITHHELD) .
- EGC status: BEEP is an emerging growth company and is not required to conduct advisory say‑on‑pay votes at this time, limiting direct shareholder feedback on compensation .
Investment Implications
- Alignment and upside leverage: Chavez’s compensation and elections to take salary/bonus in LTIP Units, plus large performance equity tied to relative TSR and VWAP hurdles, create strong equity alignment; vesting catalysts at $13/$16 VWAP and relative TSR performance could concentrate value creation incentives and, if met, increase potential insider selling supply as tranches vest/convert .
- Governance risk/mitigants: The CEO/Co‑Chair dual role and related‑party network (Bombe/Operating Company board) elevate governance complexity; however, independent Co‑Chair, independent committees, ownership guidelines, hedging ban, and a formal clawback policy provide counterbalances .
- Award modification flag: The May 2024 performance award amendments lowered absolute hurdles from prior constructs to VWAP targets, potentially easing vesting; investors should monitor progress toward $13/$16 VWAP triggers through 2026/2028 and dilution/overhang from conversions .
- Strategy execution: Operating momentum (NOI and Adjusted EBITDA Plus growth) alongside the asset rotation plan (targeting ~$100m dispositions and reinvestment) are key levers under Chavez; execution on management contract conversions and asset sales at favorable multiples will be primary drivers of value and incentive payouts .