Adam L. Michaels
About Adam L. Michaels
Adam L. Michaels, 48, is Chairman and Chief Executive Officer of Mama’s Creations, appointed CEO on September 6, 2022 and Chairman effective February 1, 2023 . He is a former Principal at Booz & Company (Food & Beverage specialist) and spent nine years at Mondelēz International across Supply Chain, Commercial, Strategy and M&A; he holds an MBA from Columbia Business School and a BSE in Bioengineering from the University of Pennsylvania . Under current disclosures, the company’s FY2025 net sales grew ~19% to $123.3M with net income of $3.7M, while Adjusted EBITDA declined ~21% to $9.2M; TSR (company-wide, proxy methodology) reached a value of $411.76 for a $100 investment baseline as of FY2025 . Governance note: Michaels combines CEO and Chairman roles; the Board maintains a Lead Independent Director (Lynn L. Blake) and views the combined role as appropriate given company circumstances .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Booz & Company | Principal (Food & Beverage) | 7 years | Strategy advisory across F&B; corporate strategy and growth acceleration experience |
| Mondelēz International | Multiple roles (Supply Chain, Commercial, Strategy); most recently led M&A and Commercial for NA Ventures | 9 years | Led ventures/M&A for high-growth brands; cross-functional operating and commercial scaling experience |
External Roles
- No external public-company directorships for Michaels disclosed in the most recent proxy .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base salary ($) | 450,000 | 450,000 |
| Other (auto allowance) ($) | 15,000 | 15,000 |
Notes: Employment agreement initial base salary was $325,000 with annual review for increases; target annual cash bonus equals 100% of base salary .
Performance Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Annual bonus (cash) ($) | 185,000 (relates to prior-year performance; discretionary approval) | 375,000 (relates to prior-year performance; discretionary approval) |
| Stock awards ($) | 3,657,312 (sign‑on and annual RSUs issued following plan amendment) | 200,000 |
| Option awards ($) | – | 200,000 |
Performance plan design and metrics (qualitative summary):
- Annual cash bonus: Target 100% of base; tied to sales and pre‑tax profit goals per employment agreement (exact weights not disclosed) .
- PSUs (5‑year horizon to FY2027):
- Stock-price PSU: Earnout based on CAGR of stock price from a $1.38 90‑day avg baseline to a 90‑day avg ending 9/22/2027; proxy examples assume threshold at 20% CAGR for illustration .
- Pre‑tax profit per share PSU: Earnout vs growth from a $0.0299 baseline (FY2022 pre‑tax profit/share) to FY2027; threshold assumption shown at 20% CAGR .
- Clawback: Company adopted a Dodd‑Frank compliant recoupment policy covering erroneously awarded incentive compensation upon an accounting restatement .
Detailed incentive metrics table
| Plan | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual bonus | Sales; Pre‑tax profit (goals) | Not disclosed | Not disclosed | Not disclosed (bonuses were discretionary per proxy tables) | 185,000 (FY2024), 375,000 (FY2025) | Annual |
| PSU (stock price) | Stock‑price CAGR vs $1.38 baseline | Not disclosed | Threshold example 20% CAGR (proxy assumption for unearned units) | Not yet determined | Not yet determined | End of performance period (to 9/22/2027) |
| PSU (profit) | Pre‑tax profit per share growth vs $0.0299 baseline | Not disclosed | Threshold example 20% CAGR (proxy assumption) | Not yet determined | Not yet determined | End of performance period (to FY2027) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 277,171 shares as of May 6, 2025 (<1% of outstanding) |
| RSUs outstanding (unvested) | 138,889 (vest 50% on 9/22/2025 and 50% on 9/22/2026) ; 92,592 (vest 50% on 9/22/2025 and 50% on 9/22/2026) ; 34,609 (vest 1/3 each on 9/22/2025/2026/2027) ; 26,420 (vest in four annual installments 9/22/2025–2028) |
| PSUs outstanding | 525,000 tied to stock‑price CAGR through 9/22/2027 (unearned units shown at threshold) ; 175,000 tied to pre‑tax profit per share through FY2027 (unearned units shown at threshold) |
| Stock options | 38,806 options at $7.57 strike (granted 9/24/2024), vest 1/3 annually on 9/22/2025–2027; unexercisable as of FY‑end |
| Hedging/pledging | Prohibited under insider trading policy (no hedging; restrictions on pledging/margin for directors/Section 16 officers) |
| 10b5‑1 plan | Entered a sell‑to‑cover Rule 10b5‑1 plan on June 24, 2024 for RSU tax withholding; supplemented July 17, 2025 to include up to 120,620 additional award shares; duration runs to final vesting or earlier termination |
Employment Terms
| Term | Detail |
|---|---|
| Agreement | CEO employment agreement dated June 21, 2022; initial 5‑year term |
| Start date in role | September 6, 2022 |
| Base salary/bonus target | Initial base $325,000; target annual bonus equal to 100% of base salary (subject to sales and pre‑tax profit goals); salary reviewed annually |
| Sign‑on/ongoing equity | Sign‑on RSUs and 5‑year PSUs; annual RSU awards under 2021 Plan |
| Severance (no cause / good reason) | Lump sum = 1x base salary; prorated annual bonus based on actual performance; up to 12 months of COBRA premiums; equity: acceleration for (i) sign‑on RSUs (full), (ii) annual RSUs vesting over next 12 months, (iii) sign‑on PSUs earned pro‑rata based on actual performance to termination date |
| Change‑in‑control (double trigger within 2 years) | Lump sum = 2x base salary; up to 18 months COBRA; double‑trigger equity acceleration per agreement terms |
| PSU CoC treatment | If assumed, PSUs cease performance vesting and continue service‑based through remaining term; otherwise fixed based on CoC stock price or pre‑tax profit per share TTM |
| Death/disability (equity) | RSUs accelerate; PSUs prorated at target (death) or actual on schedule prorated (disability) |
| Restrictive covenants | Confidentiality, non‑solicitation, and certain covenants not to compete (durations not specified in proxy text) |
| Clawback | Company policy compliant with Rule 10D‑1 (recovery of erroneously awarded incentive‑based comp) |
Board Service, Committees, and Governance Implications
- Role: Chairman and CEO since February 1, 2023 (Chair) and September 6, 2022 (CEO) .
- Board structure: Combined Chair/CEO with Lead Independent Director (Lynn L. Blake) appointed May 2024; Board deems dual role appropriate given current circumstances .
- Committees (Michaels is not listed as a member):
- Audit: Blake (Chair), Henson, Romig; all independent; Blake and Janeway recognized as audit committee financial experts .
- People & Compensation: Henson (Chair), Blake, Romig; all independent .
- Nominating & Governance: Janeway (Chair), Henson, Romig, Blake .
- Board attendance: All directors attended >75% of Board and committee meetings in FY2025 .
- Say‑on‑Pay: >85% approval at 2024 Annual Meeting .
Performance & Track Record
- FY2025 operating profile: Net sales +19.4% to $123.3M; gross margin 24.8% (down from 29.4% in FY2024) as Farmingdale CapEx disruptions and higher chicken costs weighed on margins; net income $3.7M vs $6.6M in FY2024 .
- Q4 FY2025 highlights: Revenue +25.7% to $33.6M; gross margin 27.0%; expansion with Walmart, all Albertsons regions, all 8 Costco regions, Kroger HomeChef, Lidl, BJ’s, Sheetz; first fixed‑price beef/chicken contracts covering 50%+ of projected FY2026 volume .
- Capital investments: Completed throughput‑doubling grilled chicken CapEx with operational improvements and staffing model changes; leadership hires for COO and CCO roles .
- Controls risk: Auditor issued an adverse opinion on ICFR as of Jan 31, 2025; material weaknesses include segregation of duties (IT/accounting), authorization support, and review documentation; remediation underway .
Director Compensation (context for dual role considerations)
- Non‑employee directors received $40,000 cash and $40,000 in RSUs in FY2025; vesting quarterly with full vest before the 2025 Annual Meeting if still serving .
- Stock ownership and hedging/pledging policies apply to directors; hedging prohibited; pledging/margin restricted .
Risk Indicators & Red Flags
- ICFR material weaknesses with adverse auditor attestation (remediation in progress) .
- Customer concentration: One customer represented ~44% of gross sales in FY2025; receivables concentration also significant .
- Combined Chair/CEO structure mitigated by Lead Independent Director; still a potential governance concern for some investors .
- Related party items: 2024 settlement with certain legacy directors for invalid prior option grants (payments and shares issued) – not specific to Michaels but relevant to governance context .
Multi‑Year Compensation Snapshot (PEO)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Salary ($) | 450,000 | 450,000 |
| Bonus ($) | 185,000 | 375,000 |
| Stock awards ($) | 3,657,312 (sign‑on & annual RSUs) | 200,000 |
| Option awards ($) | – | 200,000 |
| All other ($) | 15,000 | 15,000 |
| Total ($) | 4,307,312 | 1,240,000 |
Investment Implications
- Alignment and potential selling pressure: Large multi‑year RSU/PSU overhang with scheduled RSU vests through 2028 and PSUs cliffing in 2027 implies periodic sell‑to‑cover sales under a disclosed 10b5‑1 plan (expanded July 2025 to include up to 120,620 shares), creating episodic supply but signaling structured compliance and tax‑driven sales rather than discretionary selling .
- Pay‑for‑performance levers: Cash bonus targets tied to sales and pre‑tax profit; PSUs split between stock‑price CAGR and profit per share growth through FY2027 – both can drive long‑term value creation if achieved, but introduce risk of equity windfall or shortfall based on execution and market conditions .
- Governance and control risk: Strong Say‑on‑Pay (>85%) supports program design; however, combined Chair/CEO, customer concentration, and ICFR material weaknesses are key diligence points that can affect multiples and event risk until remediated .
- Execution and growth: Expanding channel penetration (Walmart, Costco, Kroger HomeChef, etc.) and protein cost hedging for FY2026 should support more stable margins; watch delivery against high‑20s GM target and Adjusted EBITDA inflection vs FY2025 decline .
Sources: Company DEF 14A (May 20, 2025) ; DEF 14A (May 20, 2024) ; 10‑K (Apr 8, 2025) ; 8‑K (Apr 8, 2025) ; 8‑K (Oct 10, 2023) ; Q2 FY2026 10‑Q (Item 5) via company disclosure search .