Michael W. Domino, Jr.
About Michael W. Domino, Jr.
Michael W. Domino, Jr. is 50 and serves as President, Directional Tool Rentals Division at Drilling Tools International (DTI) . He initially joined under an employment agreement effective April 1, 2017 and his agreement was amended and restated on March 11, 2024, setting a three-year term with successive one-year renewals . Alignment is notable: he beneficially owns 1,940,812 shares (5.5% of the class), comprised of 1,470,548 directly owned shares plus 470,264 vested options; in addition, he holds 200,000 unvested options and 101,106 unvested RSUs with scheduled vesting through 2029 . 2024 pay-for-performance used explicit metrics—Adjusted Free Cash Flow Margin, Revenue, HSE, and Individual Performance—with a 89% of target bonus payout; 2024 revenue was $150.8 million versus a $170–$185 million target range . For broader business performance (revenues/EBITDA), see table below; values marked with an asterisk are from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Drilling Tools International | President, Directional Tool Rentals Division | 2017–present | Leads Directional Tool Rentals division; member of senior leadership team |
| Drilling Tools International | Vice President (initial role) | 2017 | Senior operating role prior to promotion to division president |
External Roles
No external public-company directorships or committee roles were disclosed in the reviewed filings.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary | $320,000 | Set by amended agreement; unchanged YoY |
| Target Bonus % | 75% of base | Established in 3/11/2024 amended agreement |
| Actual Annual Bonus (STIP) | $213,570 | 89% of target based on 2024 performance outcomes |
| Safety Award | $250 | Company safety program |
| Tenure-Based Service Award | $1,562 | Annual tenure award |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Achievement | Weighted Contribution |
|---|---|---|---|---|---|
| Adjusted Free Cash Flow Margin | 40% | 11.8%–13.8% | 13% | 100% | 40% |
| Revenue | 20% | $170–$185 million | $150.8 million | 85% | 17% |
| Health, Safety, and Environment (HSE) | 20% | Programmatic goals | Assessed | 80% | 16% |
| Individual Performance | 20% | Committee evaluation | Assessed | 80% | 16% |
| Total | 100% | — | — | — | 89% |
Long-term equity awards (2024 annual grants under the Omnibus Plan):
- Stock options: 300,000 options granted 2/14/2024 at $3.02 strike; vest in equal installments on February 14, 2025, 2026, and 2027 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 1,940,812 shares (5.5% of class), including 1,470,548 directly owned shares + 470,264 vested options |
| Options – Legacy (Prior Stock Plan converted to Omnibus) | 370,264 options, $3.72 strike, expiration 6/20/2033 (converted at merger close) |
| Options – 2024 Grant | 300,000 options, $3.02 strike, expiration 2/14/2034; vest on 2/14/2025–2027 |
| RSUs – Unvested | 101,106 RSUs vesting in substantially equal installments on 2/28/2026, 2/28/2027, 2/28/2028, 2/28/2029 |
| Shares Pledged/Hedging | Company policy prohibits pledging, short sales, margin accounts, and derivative/hedging transactions for insiders |
| Ownership Guidelines | Director stock ownership guidelines exist; executive-specific ownership guidelines not disclosed in reviewed materials |
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement Dates | Original agreement 4/1/2017; Amended & Restated effective 3/11/2024 |
| Role | President, Directional Tool Rentals Division |
| Term Length & Renewal | Three-year initial term from 3/11/2024, then successive one-year renewals unless 60-day non-renewal notice |
| Base & Target Bonus | Base not less than $320,000; target annual bonus 75% of base |
| Severance (without cause/good reason/non-renewal/disability) | Cash severance equal to 1x sum of base salary + annual target bonus; Prorated Bonus; 18 months employer-paid health insurance premiums |
| Change-in-Control (double trigger within 18 months) | Proxy summary: 2x base + target bonus + Prorated Bonus + 18 months health premiums ; Employment agreement: 2.99x base + target bonus if termination occurs within 18 months following a change in control and prior to the three-year anniversary of the Initial Term; otherwise lump sum of remaining base+target through term plus 1x base+target |
| Equity on Termination | Subject to Omnibus Plan and award documents; acceleration terms apply per award agreements; unvested options become fully vested on termination without cause/good reason (including within 18 months post-CIC) |
| Good Reason Definition (examples) | Includes failure to pay due amounts, reduction in salary/title, material reduction in authority, change in reporting structure, relocation out of Houston metro, successor failure to assume agreement, material breach; cure rights apply |
| Release Requirement | Severance contingent on execution and non-revocation of a general release |
Note: The executed 3/11/2024 employment agreement specifies a 2.99x CIC multiple in certain circumstances, whereas the 2025 proxy summarizes a 2x multiple; investors should reconcile or seek confirmation on any subsequent amendments .
Perquisites, Benefits, and Other Arrangements
- 401(k) plan: discretionary matching contributions equal to 150% of first 3% of elective deferrals, up to $2,000; matching and profit-sharing vest over six years .
- Company-paid life insurance premiums for Domino (policy canceled in May 2024), personal use of company vehicles, and company-paid long-term disability benefit .
- Rule 10b5-1 trading plans: Company expected to implement and require pre-approval and SEC-compliant cooling-off periods for directors and executive officers in 2024 .
DTI Business Performance (context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD Millions) | — | — | — |
| EBITDA ($USD Millions) | — | — | — |
Values retrieved from S&P Global.*
Investment Implications
- Strong ownership alignment and policy safeguards: Domino’s 5.5% beneficial ownership and explicit prohibition on pledging/hedging reduce misalignment and collateral-driven selling risk .
- Near-term vesting cadence could create periodic selling pressure: 300,000 options vest annually each February 2025–2027 and 101,106 RSUs vest annually each February 2026–2029, creating scheduled liquidity events subject to blackout/trading plans .
- CIC economics are sizeable: The 3/11/2024 agreement provides up to 2.99x base + target bonus under certain CIC timing, indicating elevated change-in-control compensation that may influence retention and sale dynamics; the proxy’s 2x summary suggests possible updates—confirm current terms before event risk .
- Pay-for-performance design is operationally grounded: 2024 bonus metrics emphasized Adjusted FCF margin (achieved 100%) and Revenue (85% of target), balancing capital discipline with growth; payout at 89% despite revenue shortfall signals committee emphasis on cash generation and safety/individual factors .
- Registration rights and prior lock-up expiry broaden distribution capacity: Domino is party to an amended and restated registration rights agreement, and lock-up restrictions from the merger have expired, enabling potential secondary supply from selling stockholders, which can pressure the stock during windows of activity .