Carlos Macau Jr.
HEICOAbout Carlos Macau Jr.
Carlos L. Macau Jr. is Executive Vice President, Chief Financial Officer and Treasurer of HEICO, serving since June 2012 after 12 years at Deloitte & Touche as an Audit Partner (HEICO’s lead client services partner from 2006–2010) . He is a CPA and CGMA, and a member of the American and Florida Institutes of CPAs; age 57 as of Dec. 18, 2024 . Under the current team, HEICO delivered FY2024 net sales of $3.858B (+30% YoY), net income of $514.1M (+27% YoY), operating income of $824.5M (+32% YoY), and a 21.4% operating margin , with FY2024 EBITDA of $1,002.23M and 3-year TSR translating $100 to $234.29 (HEI) and $206.55 (HEI.A) vs $211.88 for the Dow Jones U.S. Aerospace Index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Audit Partner; HEICO lead client services partner | 2000–2012; lead partner 2006–2010 | Led audits for public/private industrials; direct familiarity with HEICO’s reporting and controls |
| HEICO | EVP, CFO & Treasurer | 2012–present | Finance leadership across organic and M&A-driven growth; board-senior engagement |
External Roles
| Organization | Role | Years |
|---|---|---|
| Mount Sinai Medical Center (Miami Beach), Society of Founders | Member | Ongoing |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 784,015 | 822,582 | 859,000 |
| Insurance Benefits ($) | 50,335 | 54,108 | 58,712 |
| Company 401(k) Contributions ($) | 14,950 | 16,000 | 16,950 |
| Use of Company Car ($) | 7,565 | 6,961 | 8,194 |
| Company Contributions to Leadership Compensation Plan (LCP) ($) | 548,897 | 1,040,603 | 1,475,770 |
| Total “All Other Compensation” ($) | 621,747 | 1,117,672 | 1,559,626 |
- HEICO states NEOs have no employment agreements and no “golden parachutes” .
Performance Compensation
Annual Incentive Design (2018 Plan)
- Target bonus: roughly 200% of eligible compensation for Lead NEOs (includes CFO) if budgeted growth goals are met .
- Metrics and weights: Net Income Attributable to HEICO (40%), EBITDA (30%), Cash Flow from operations (30%) .
- FY2024 targets were set at +10% vs FY2023 for each metric; payout scales down 10% per point below target and up ~2% per point above target, capped at 300% of salary for Lead NEOs .
| Metric | Weight | FY2024 Target ($) | FY2024 Actual ($) | Actual vs Target (%) |
|---|---|---|---|---|
| Net Income attributable to HEICO | 40% | 470,677,000 | 514,109,000 | 109.2% |
| EBITDA | 30% | 834,141,000 | 1,002,230,000 | 120.2% |
| Cash Flow from Operations | 30% | 493,610,000 | 672,370,000 | 125.0% |
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Non-Equity Incentive Plan Compensation ($) | 972,255 | 1,721,803 | 2,014,120 |
| Option Awards (Grant-date fair value, $) | — | 3,285,455 | — (committee refrained in FY2024, intends performance-based grants in FY2025) |
Option Grants Outstanding (Vesting 20% per year over 5 years)
| Share Class | Grant Date | Exercisable | Unexercisable | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| Class A | 3/17/2017 | 97,656 | — | 38.37 | 3/17/2027 |
| Class A | 3/16/2018 | 62,500 | — | 56.24 | 3/16/2028 |
| Class A | 9/24/2021 | 30,000 | 20,000 | 120.32 | 9/24/2031 |
| Class A | 3/17/2023 | 5,000 | 20,000 | 129.79 | 3/17/2033 |
| Class A | 6/9/2023 | 5,000 | 20,000 | 130.71 | 6/9/2033 |
| Common | 6/9/2023 | 5,000 | 20,000 | 163.61 | 6/9/2033 |
- Unexercisable options vest 20% annually over the first five years following grant .
- FY2024 option grants to NEOs were paused; future grants and LCP awards will be performance-based per shareholder feedback .
Equity Ownership & Alignment
| Security | Beneficially Owned (shares) | % of Class | Notes |
|---|---|---|---|
| Common Stock | 6,978 | <1% | Includes 5,000 Common options exercisable within 60 days; 1,978 shares via Savings Plan |
| Class A Common Stock | 339,496 | <1% | Includes 200,156 Class A options currently exercisable; 2,002 Savings Plan; 2,000 held by sons |
| Option Exercises in FY2024 | Shares Acquired on Exercise | Value Realized ($) |
|---|---|---|
| Class A | 97,658 | 17,931,518 |
- Insider trading/hedging: HEICO has an insider trading policy; none of the named executive officers have ever hedged HEICO shares .
- Ownership guidelines: HEICO has not adopted ownership guidelines for NEOs; directors have purchase guidelines (~58% of annual retainer) .
Employment Terms
- No employment agreements and no “golden parachutes” for NEOs .
- Clawback policy adopted Sept 2023 requiring repayment upon an accounting restatement .
- Change-in-control/termination: LCP lump-sum obligation of $13,825,023 to Macau as of Oct. 31, 2024; unvested options accelerate upon change in control or specified corporate transactions, with acceleration value of $4,305,000 as of Oct. 31, 2024 .
- Anti-hedging policy in place; board oversight of compensation risk and strong governance practices .
Compensation Structure Analysis
- Shift toward performance: Committee refrained from FY2024 NEO option grants and will tie future options and LCP awards to company performance; bonus disclosures enhanced .
- Cash vs equity mix: Macau’s FY2024 total compensation of $4.43M included higher performance bonus ($2.01M) and higher LCP contributions ($1.48M), with no new options in FY2024 versus $3.29M option value in FY2023 .
- Benchmarking: FW Cook peer group includes AMETEK, CAE, Crane, Curtiss-Wright, Dover, Hexcel, Howmet, Moog, RBC Bearings, Teledyne, Textron, TransDigm, Woodward; committee targets higher percentile given profitability/cash flow focus .
Say-on-Pay & Shareholder Feedback
- FY2023 compensation approach received ~66% approval at the 2024 Annual Meeting; 2024 outreach led to performance-based options/LCP and enhanced bonus disclosure .
Equity Ownership & Deferred Compensation Detail
| LCP Activity | FY2024 |
|---|---|
| Executive Contributions ($) | 51,540 |
| Registrant Contributions ($) | 1,475,770 (incl. $1,450,000 discretionary + $25,770 match) |
| Aggregate Earnings ($) | 3,167,871 |
| Aggregate Withdrawals/Distributions ($) | (56,002) |
| Aggregate Balance at FY End ($) | 13,825,023 |
Performance & Track Record
| Measure | FY2021 | FY2022 | FY2023 | FY2024 |
|---|---|---|---|---|
| Net Income Attributable to HEICO ($M) | 304.22 | 351.68 | 403.60 | 514.11 |
| EBITDA ($M) | 487.36 | 593.74 | 758.31 | 1,002.23 |
| Value of $100 Investment – HEI Common ($) | 132.86 | 155.22 | 151.36 | 234.29 |
| Value of $100 Investment – HEI.A Class A ($) | 134.61 | 136.56 | 136.58 | 206.55 |
| Dow Jones U.S. Aerospace Index ($) | 152.31 | 140.93 | 154.08 | 211.88 |
Additional Context
- Leadership transition: April 2025 8-K announced Executive Chairman role for Laurans Mendelson and Co-CEO roles for Eric and Victor Mendelson effective May 1, 2025; no changes to existing compensation arrangements referenced to the Jan. 31, 2025 proxy; filing signed by CFO Carlos L. Macau Jr. .
Investment Implications
- Pay-for-performance alignment: Macau’s annual incentive is tightly linked to Net Income, EBITDA and Cash Flow growth, with FY2024 payouts reflecting outperformance on all three metrics; FY2025 intent to make option and LCP awards performance-based further strengthens alignment .
- Retention and selling pressure: Significant vested, in-the-money options and FY2024 exercises ($17.9M realized) indicate potential periodic liquidity events; sizeable LCP balance ($13.8M) with CIC payout and planned performance vesting suggests strong retention incentives but notable contingent value .
- Governance and risk: Absence of employment agreements and presence of a clawback and anti-hedging policy reduce risk of misaligned incentives; no disclosure of pledging, tax gross-ups, or repricing mitigates red flags .
- Benchmarking and cost: Peer group benchmarking and higher-percentile intent may pressure compensation costs, but HEICO’s long-term TSR, profitability and cash generation provide cover for competitive pay levels .