Nicholas Vlahos
About Nicholas Vlahos
Nicholas A. Vlahos is Vice President and Chief Financial Officer of The Eastern Company (EML). He joined Eastern in 2017 and was appointed CFO effective February 3, 2023; age 43 in 2024; he holds an MBA and BA from Central Connecticut State University . Under his tenure as CFO, the company’s short‑term incentive results reflected over‑achievement on working capital efficiency targets (124% of goal in 2023; 105% in 2024), while EPS goals paid 0% in both years; his cash bonus outcomes mirrored those results .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The Eastern Company | Chief Financial Officer (principal accounting and financial officer) | 2023–present | Oversaw incentive design tied to EPS and working capital; company achieved 124% of WC efficiency goal in 2023 and 105% in 2024 |
| The Eastern Company | VP Finance, Treasurer & Secretary | 2022–2023 | Senior finance leadership prior to CFO appointment |
| The Eastern Company | Treasurer | 2017–2022 | Corporate treasury leadership |
| Fischer Technology, Inc. (Helmut Fischer GmbH – North America) | Director of Finance, Accounting and HR | n/a | Led finance and HR for measurement equipment manufacturer |
| Inframat Corporation | Controller and General Manager | n/a | Led finance and operations at R&D contractor to the U.S. Government |
External Roles
No public company directorships or external board roles are disclosed for Mr. Vlahos in the company’s proxy materials .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary rate ($) | 350,000 | 370,000 |
| Target bonus (% of base) | 45% | 55% |
| Non‑equity incentive paid ($) | 88,725 | 53,223 |
| All other compensation ($) | 20,134 | 21,108 |
Performance Compensation
- Annual cash incentive framework
- 2023: Metrics were Company EPS (70% weight) and working capital efficiency (30%); EPS goal revised to $2.23; WC efficiency goal 28.4% . Actual outcomes: EPS paid 0% (board approved a minimum; see payout below), WC efficiency achieved at 124% of goal .
- 2024: Metrics were Company EPS and working capital efficiency; WC efficiency achieved at 105%, EPS paid 0% .
| Year | Metric | Weighting | Target | Actual/Achievement | Payout to Vlahos ($) | Notes/Vesting |
|---|---|---|---|---|---|---|
| 2023 | EPS | 70% | $2.23 EPS (revised) | 0% payout (board minimum applied) | 25,725 | Paid as minimum for EPS target |
| 2023 | Working capital efficiency | 30% | 28.4% | 124% of goal | 65,100 | Performance vs average quarterly WC/sales |
| 2024 | EPS | Not disclosed | Not disclosed | 0% payout | 0 | — |
| 2024 | Working capital efficiency | Not disclosed | Not disclosed | 105% of goal | 53,223 | — |
- Long‑term incentives (structure, metrics, vesting)
- 3/15/2022 PSU grant: Vests 3/1/2025; one‑third time‑based (3 years), one‑third ROIC FY 2024, one‑third EBITDA FY 2024 .
- 4/24/2023 PSU grant: Vests 1/9 each on 3/1/2024, 3/1/2025, 3/1/2026 tied to annual ROIC and EBITDA goals .
- 5/15/2024 PSU and performance options: Performance stock awards and performance stock options granted; valuation incorporates a relative TSR multiplier; options struck at $28.69 expiring 5/1/2029 .
- 4/29/2020 SARs: 1,000 SARs @ $20.20; 50% vested (book value target met) and 50% did not vest (ROIC goal not met); 500 SARs remained exercisable, expiring 4/29/2025 .
| Grant | Type | Size/Strike | Performance metrics | Vesting/Expiry |
|---|---|---|---|---|
| 3/15/2022 | PSUs | 408 unvested; 792 unearned as of FY24 | ROIC FY24; EBITDA FY24; plus time‑based tranche | Vests 3/1/2025 (3‑year cycle) |
| 4/24/2023 | PSUs | 1,813 unvested; 3,520 unearned as of FY24 | Annual ROIC/EBITDA (2023–2025) | 1/9 each vests 3/1/2024, 3/1/2025, 3/1/2026 |
| 5/15/2024 | PSUs | 7,200 unearned as of FY24 | Performance with relative TSR multiplier (valuation) | FY24–FY29 cycle (per plan) |
| 5/15/2024 | Perf. Stock Options | 3,960 unearned; $28.69 strike; expire 5/1/2029 | Performance with relative TSR multiplier (valuation) | Vesting per performance schedule; expire 5/1/2029 |
| 4/29/2020 | SARs | 500 exercisable; $20.20 strike | Book value (met 50%); ROIC (not met 50%) | Expire 4/29/2025 |
Additional equity grant values: 2023 stock awards grant‑date fair value $140,000; 2024 stock awards $148,729; 2024 option awards $63,792 .
Options/awards activity: In 2024, Vlahos exercised 2,478 stock awards, realizing $60,191 of value .
Equity Ownership & Alignment
- Beneficial ownership: 5,620 common shares (0.09% of class) as of March 3, 2025 .
- Outstanding awards at FY 2024: 500 SARs exercisable @ $20.20 (expire 4/29/2025); PSUs and performance options as detailed above .
- Hedging/pledging: Company policy prohibits hedging and pledging by “Restricted Persons” (officers and directors); also prohibits holding shares in margin accounts (2025 proxy) . In 2024 proxy the policy prohibited hedging and, except in limited circumstances, pledging . No pledged shares are disclosed for Vlahos .
- Ownership guidelines: A 5x annual retainer ownership requirement exists for non‑employee directors; no executive officer ownership guideline is disclosed .
| Ownership item | Detail |
|---|---|
| Beneficial shares | 5,620 (0.09%) as of 3/3/2025 |
| Exercisable SARs | 500 @ $20.20; expire 4/29/2025 |
| Unvested PSUs (3/15/2022) | 408 unvested; 792 unearned |
| Unvested PSUs (4/24/2023) | 1,813 unvested; 3,520 unearned |
| 2024 PSUs | 7,200 unearned |
| 2024 Performance Options | 3,960 unearned @ $28.69; expire 5/1/2029 |
| Hedging/Pledging | Prohibited for officers/directors |
Employment Terms
- Appointment: CFO effective February 3, 2023; compensation to be determined at appointment; later reflected via offer letter dated February 1, 2023 (filed as Exhibit 10.1 to 8‑K/A) .
- Severance Agreement (2/1/2023): If employment is terminated under specified conditions (as described), payments include (i) accrued compensation; (ii) one times annual base salary; (iii) one times an estimate of annual bonus based on pro‑rata target achievement; and (iv) vesting of all equity awards; subject to a release .
- Illustrative payout (based on FY 2023 comp, absent change in control): Lump‑sum $573,500 for termination without cause .
- Change‑in‑control: The proxy’s severance table for Vlahos does not show additional change‑in‑control amounts beyond the base case; no incremental multiple is disclosed for him in that table .
- Clawback policy: Clawback policies covering current/former officers for fraud/misconduct or accounting restatements; formal clawback policy filed as Exhibit 97 to the 2023 10‑K .
- Hedging/pledging prohibitions: See Equity Ownership & Alignment .
Say‑on‑Pay and Governance Signals
- Say‑on‑pay approval: ~98.3% in 2023; ~97.5% in 2024 .
- Compensation Committee: 2023 members DiSanto (Chair from 4/24/2023), Everets, Henry, Scott; 5 meetings in 2023; no compensation consultant engaged . 2024 members unchanged; 7 meetings; no compensation consultant .
Investment Implications
- Pay‑for‑performance linkage: CFO’s annual bonus outcomes (26% of base in 2023; 14% in 2024) reflect zero EPS payout and above‑target working capital results—indicating disciplined working capital execution but earnings pressure; 2024 also added performance options and PSUs, increasing at‑risk equity exposure .
- Retention and alignment: A sizable slate of unvested PSUs (2022–2024 cycles) and performance options expiring in 2029 create retention hooks and equity alignment through 2026+; prohibitions on hedging/pledging further align incentives with shareholders .
- Potential selling pressure: As of FY 2024, 500 SARs were exercisable and due to expire on 4/29/2025, a near‑term trigger that could necessitate exercise; he also exercised 2,478 stock awards in 2024, realizing ~$60k—monitor Form 4s for incremental activity and any post‑vesting dispositions .
- Downside protections: Severance provides 1x salary + 1x estimated bonus and full equity vesting (subject to release), limiting voluntary departure risk; no enhanced change‑in‑control multiple is shown for him in the severance table .
Sources: 2025 and 2024 DEF 14A, 2023 10‑K exhibit index, and 8‑K appointment filing for CFO .