Paul Gohr
About Paul Gohr
Paul Gohr is Chief Financial Officer of Mobile Infrastructure Corporation (BEEP) and has served since May 16, 2024; he is 43 years old as of the April 14, 2025 record date . He is a Certified Public Accountant with a Bachelor’s in Business, Accountancy and a Master of Accountancy from Miami University . Prior roles include Chief Accounting Officer and VP, Corporate Finance at CECO Environmental (2014–2023) and Audit Senior Manager at Grant Thornton (2004–2014) . For 2024, BEEP’s short‑term incentive framework tied NEO cash bonuses to NOI and “Adjusted EBITDA Plus” targets; outcomes for 2024 resulted in zero payout on NOI and partial payout on Adjusted EBITDA Plus, supplemented by a discretionary component and a reallocation of the CEO’s bonus to other NEOs .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CECO Environmental Corp. | Chief Accounting Officer; VP Corporate Finance | 2014–2023 | Led finance, accounting, treasury and tax; public‑company reporting and change management experience . |
| Grant Thornton LLP | Various roles culminating in Senior Manager, Audit Services | 2004–2014 | Led audits for public and private, growth‑oriented and acquisitive companies . |
Fixed Compensation
| Year | Base Salary (Annualized) | Salary Paid (Cash) | Target Bonus % | Target Bonus ($) | Actual Bonus Paid (Cash) | All Other Compensation | Notes |
|---|---|---|---|---|---|---|---|
| 2024 | $300,000 | $178,846 | 33% | $100,000 (pro‑rated) | $54,953 paid Mar 19, 2025 | $21,100 | Salary paid is pro‑rated from May 16, 2024; bonus breakdown detailed in Performance Compensation . |
Performance Compensation
Annual Cash Incentive (2024 framework and results)
| Component | Weight | Threshold | Target | Maximum | 2024 Outcome for Gohr |
|---|---|---|---|---|---|
| Net Operating Income (NOI) | 50% | $23.2m | $23.9m | $25.9m | $0 payout on NOI component |
| Adjusted EBITDA Plus | 25% | $16.2m | $17.1m | $19.1m | $8,547 payout |
| Discretionary (individual goals, 1–5 scale) | 25% | 3 (Threshold) | 4 (Target) | 5 (Max) | $23,590 payout |
| CEO bonus reallocation (one‑time) | — | — | — | — | $22,816 allocated to Gohr |
| Total Cash Bonus Paid | — | — | — | — | $54,953 paid Mar 19, 2025 |
Notes:
- The short‑term incentive target equals 33.33% of base salary, pro‑rated for Gohr’s service period in 2024 .
- CEO requested his cash bonus be reallocated pro rata to Hogue and Gohr; Gohr’s portion was $22,816 .
Long‑Term Equity Incentives
| Award | Grant / Measurement | Vesting / Performance Conditions | Quantum / Accounting Fair Value |
|---|---|---|---|
| Annual RSUs (target) | 2024 offer letter | 50% time‑based, vest in 3 equal installments on each of the next three anniversaries of May 16, 2024; 50% performance‑based tied to 3‑year relative TSR vs Russell 2000 with payout at 50% (35th pctile), 100% (55th pctile), 200% (75th pctile) via linear interpolation | $400,000 grant date fair value |
| One‑time Performance RSUs | Granted May 16, 2024 | 200,000 RSUs: 50% vest on achieving 5‑day VWAP ≥ $13.00 any time on or before Dec 31, 2026; 50% vest on achieving 5‑day VWAP ≥ $16.00 any time on or before Dec 31, 2028; continued employment required | |
| 2024 Stock Awards (reported) | 2024 SCT (FY end) | Per above plan design | $460,726 grant date fair value (ASC 718); includes Monte Carlo for market‑condition award |
Outstanding Equity Awards (as of Dec 31, 2024)
| Category | Amount |
|---|---|
| Securities that have not vested (Total) | 321,024 units |
| Equity incentive plan awards: unearned/unvested | 265,468 units |
| Components disclosed | - 55,556 RSUs vesting in 3 equal installments on next three anniversaries of May 16, 2024 ; - 65,468 RSUs vest if TSR ≥ 75th percentile ; - 200,000 RSUs vest per VWAP criteria ($13.00 by 12/31/2026; $16.00 by 12/31/2028) |
Equity Plan, Options, Clawbacks, Hedging
- Company states it does not grant stock options as part of its equity programs; if ever granted, subject to timing safeguards. 2024 disclosures highlight use of RSUs/LTIP/Performance Units, not options .
- Clawback policy applies to incentive‑based compensation granted on or after Oct 2, 2023; Q3 2024 technical restatement did not trigger recovery as metrics were unaffected .
- Insider trading policy prohibits officers, directors, and employees from hedging company stock (e.g., forwards, swaps, collars) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 18,518 restricted stock units beneficially owned as of Mar 31, 2025; vest within 60 days . |
| Ownership as % of shares outstanding | ~0.04% (=18,518 / 42,391,674 common shares outstanding as of Mar 31, 2025) . |
| Vested vs unvested | Unvested totals and components shown above (321,024 not vested; 265,468 unearned; component breakdown) . |
| Pledging | No pledging policy disclosed; insider policy explicitly prohibits hedging; no pledge disclosures for Gohr . |
| Ownership guidelines | NEOs must hold ≥1.5x base salary in stock or equivalents; 5 years to comply; company states all current directors and NEOs are in compliance . |
Employment Terms
| Term | Detail |
|---|---|
| Start/Role | Appointed CFO effective May 16, 2024 . |
| Employment status | At‑will (either party can terminate at any time) . |
| Change‑of‑Control economics | If change of control occurs within first 12 months of employment, payment equal to one year of “Annual Cash Compensation,” payable at closing or after a transition plan; rights may be renegotiated with acquirer . |
| Benefits | Eligible for standard employee benefit plans . |
| Non‑compete / non‑solicit | Offer letter restricts engaging in competitive business or conflicts while employed; confidentiality and inventions assignment provisions included; governing law Ohio . |
| Related party / conflicts | Company disclosed no related‑party transactions for Gohr under Item 404(a) . |
Compensation Committee Analysis
- Committee members: Jeffrey B. Osher (Chair), Danica Holley, David Garfinkle; all independent under NYSE American and SEC rules .
- Independent consultant: Farient Advisors engaged in 2024; committee assessed independence and found no conflicts .
- Equity design emphasizes multi‑year alignment via relative TSR and price‑hurdle RSUs; no routine use of options .
Performance & Track Record (company context during/around tenure)
| Metric | Period | Result |
|---|---|---|
| Revenue YoY | Q1 2024 vs Q1 2023 | $8.8m vs $7.1m (+24.3%) |
| NOI YoY | Q1 2024 vs Q1 2023 | $5.4m vs $4.8m (+11.9%) |
| Adjusted EBITDA YoY | Q1 2024 vs Q1 2023 | $3.5m vs $3.4m (+3.6%) |
Notes:
- Gohr was appointed on May 16, 2024; Q1 2024 results (ended March 31, 2024) predate his start but informed the 2024 incentive framework and payouts disclosed in the 2025 proxy .
- Gohr has executed Section 302/906 certifications as CFO in subsequent 10-Q/10-K filings (e.g., Q3 2024; Q1 2025; FY 2024) .
Say‑on‑Pay & Shareholder Feedback
- As an “emerging growth company,” BEEP is not required to conduct advisory votes on executive compensation or on frequency; provides scaled disclosure .
Related Party Transactions (Gohr‑specific)
- Company disclosed no direct or indirect material interest for Gohr in related‑party transactions requiring Item 404(a) disclosure .
Investment Implications
- Alignment and upside leverage: Gohr’s equity is heavily performance‑linked via relative TSR and stock‑price VWAP hurdles ($13 by 12/31/2026; $16 by 12/31/2028), aligning rewards with shareholder returns and creating potential catalysts around price threshold approaches .
- Near‑term vesting/selling windows: Time‑based RSUs vest annually on/around May 16 (2025/2026/2027), and a subset of performance RSUs could vest upon meeting TSR thresholds; monitor Form 4 filings and blackout windows for potential liquidity events around mid‑May each year .
- Cash bonus discipline: 2024 cash STI paid out modestly (pro‑rated) with zero payout on NOI and limited payout on Adjusted EBITDA Plus, signaling a willingness to constrain cash rewards when financial targets are not fully met; discretionary and CEO reallocation boosted Gohr’s cash payout .
- Retention risk: Multi‑year vesting and meaningful unvested equity (321,024 units total; 265,468 unearned) provide retention hooks; lack of broad severance multiples (offer letter only specified a CoC payment within first 12 months) suggests retention is equity‑weighted rather than severance‑protected .
- Governance safeguards: Hedging ban and clawback policy reduce misalignment risk; independent compensation oversight with external advisor .