Claudio A. Mannarino
About Claudio A. Mannarino
Independent director of CECO Environmental since 2015; age 54. Mannarino is President of Sette CS Inc. (since 2016) and brings 25+ years of financial, strategic, and M&A expertise from senior finance roles, including CFO of API Technologies Corp. and divisional controller roles at Transcontinental Inc. . He is independent under NASDAQ rules and serves on CECO’s Audit and Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sette CS Inc. | President | 2016–present | Management consulting leadership |
| API Technologies Corp. | SVP & CFO; earlier SVP Finance; CFO & VP Finance | 2006–2015 | Led finance through M&A; senior-level finance roles |
| Transcontinental Inc. | Division Controller | N/D | Controller for two divisions (TSX-listed) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | N/A | — | No current public company directorships |
Board Governance
- Committee assignments: Audit Committee member (7 meetings in 2024) and Compensation Committee member (6 meetings in 2024); not a chair on any committee .
- Independence: Board determined Mannarino is independent; all directors other than the CEO are independent under NASDAQ standards .
- Attendance: Board held 5 regular meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Non-management and independent directors meet in executive session regularly after Board meetings .
- ESG oversight resides with Nominations & Governance; Audit oversees related-party risk; Compensation oversees comp risk .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $62,000 | Paid quarterly |
| Audit Committee member supplement | $5,000 | Member supplement (non-chair) |
| Total cash fees (Mannarino) | $67,000 | As reported for 2024 |
| Annual equity retainer (RSUs) | $140,001 | Grant-date fair value under ASC 718 |
| RSU grant details | 5,712 shares | Granted May 2024; generally vest one year post-grant |
- Deferred compensation: Mannarino elected to defer 50% of 2024 equity compensation into the Deferred Compensation Plan for Non-Employee Directors; settles in shares upon separation .
Performance Compensation
Directors receive time-based RSUs; no performance-based director equity disclosed . As a Compensation Committee member, Mannarino oversees NEO incentive metrics, which in 2024 were 50% Adjusted EBITDA and 50% Revenue against plan; payouts were formulaic and not discretionary .
| Performance Measure (Company-wide NEO Plan) | Weight | Threshold (0%) | Target (100%) | Maximum (200%) | Actual | Earned |
|---|---|---|---|---|---|---|
| Revenue ($mm) | 50% | 575.0 | 600.0 | 625.0 | 557.9 | 0% |
| Adjusted EBITDA ($mm) | 50% | 62.0 | 67.0 | 72.0 | 62.8 | 79% |
| Total payout | — | — | — | — | — | 40% |
Other Directorships & Interlocks
| Counterparty | Relationship | Potential Interlock/Note |
|---|---|---|
| API Technologies Corp. | Mannarino served as CFO and senior finance executive (2006–2015) | CECO Chairman Jason DeZwirek previously served as director and corporate secretary of API Technologies (2006–2011), indicating a historical professional tie; no current related-party transactions disclosed . |
| Compensation Committee Interlocks | None | Proxy states no interlocks/insider participation among Compensation Committee members . |
Expertise & Qualifications
- Financial, strategy, and M&A expertise aligned with CECO’s acquisitive strategy .
- Audit Committee experience (independent; oversight of financial reporting and auditor engagement) .
- Compensation Committee experience; Committee uses independent consultant (Meridian) and adheres to strong governance practices (double-trigger CIC, clawback, stock ownership guidelines) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | RSUs counted in beneficial ownership | Notes |
|---|---|---|---|---|
| Claudio A. Mannarino | 97,295 | <1% | 5,712 | As of March 25, 2025; RSUs vesting before May 24, 2025 included; option shares none . |
- Director stock ownership guideline: Required ownership equal to five times the regular annual cash retainer (currently $310,000); all non-management directors met the requirement as of Dec 31, 2024 .
- Hedging/pledging: Company insider trading policy prohibits hedging and pledging by directors and employees .
- Related-party transactions: None over $120,000 involving directors or immediate family since Jan 1, 2024; Audit Committee reviews/approves any such transactions .
Governance Assessment
- Strengths: Independent director with dual Audit/Compensation Committee service; at least 75% meeting attendance; strong director ownership policy (5x retainer) met; no related-party transactions; robust insider trading restrictions (no hedging/pledging); Compensation Committee uses independent consultant and maintains pay-for-performance structures with objective metrics; high Say-on-Pay support in 2024 (≈98%) signaling investor confidence .
- Oversight outcomes: 2023 internal control material weaknesses (revenue recognition and balance sheet reconciliations) were remediated in 2024 under Audit Committee oversight; auditor transition to Deloitte in 2025 with no disagreements reported .
- Watchpoints/RED FLAGS:
- Historical tie to API Technologies with the Chairman may constitute a relationship network; Board affirms independence, and no related-party transactions disclosed, but interlock awareness is prudent for conflict monitoring .
- Dual membership on Audit and Compensation increases workload; however, meeting attendance thresholds were met and committee independence maintained .
- No pledging/hedging permitted; ensure ongoing compliance per policy .