Paolo Pietrogrande
About Paolo Pietrogrande
Paolo Pietrogrande, 67, is an independent director of Massimo Group (MAMO) and has served since April 2024; he chairs the Nominating and Corporate Governance Committee and sits on the Audit and Compensation Committees . He is Managing Partner of Netplan Management Consulting (since 2004) and holds a doctorate in Chemical Engineering from Sapienza University of Rome and a certificate in management of technology and innovation from Caltech . He is also a current chair or director at several organizations, including Trasporti Romagna, Sofinter Group (Chairman & CEO), TLRnet (Egea Group holding), Edera Impresa Sociale, and is a director at publicly listed companies including MAPS Group (IOT), ACBoilers, and Itea .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Netplan Management Consulting, LLC | Managing Partner | 2004–present | Executive advisory leadership |
| Sofinter Group | Chairman & CEO | Not disclosed | Industrial/power steam generator systems leadership |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Trasporti Romagna | Chairman | Private | Low-temperature logistics in Italy |
| Sofinter Group | Chairman & CEO | Private | Industrial/power steam generator systems |
| TLRnet (holding of Egea Group) | Chairman | Private | District heating developer (Egea Group) |
| Edera Impresa Sociale | Chairman | Private/Benefit | R&D incubator for civil construction industry |
| MAPS Group (IOT) | Director | Public | Publicly listed; sector: IOT/technology |
| ACBoilers | Director | Public | Publicly listed; energy/industrial |
| Itea (R&D for Oil & Gas) | Director | Public | Publicly listed; oil & gas R&D |
Board Governance
- Committee assignments and leadership:
- Audit Committee member; committee chaired by Ting Zhu .
- Compensation Committee member; committee chaired by Mark Sheffield .
- Nominating & Corporate Governance Committee Chair; committee members include Mark Sheffield and Ting Zhu .
- Independence: The Board determined Pietrogrande is independent under Nasdaq and SEC rules .
- Meetings and attendance:
- Board met 4 times in FY2024; Audit 4; Compensation 1; Nominating & Governance 1; no director attended fewer than 75% of Board/committee meetings served .
- Controlled company: MAMO is a controlled company (CEO/Chair holds >50% voting power) but does not currently plan to use Nasdaq controlled-company governance exemptions .
- Shareholder communications: The company has not implemented a formal process for stockholders to communicate directly with the Board (will monitor appropriateness) .
- Insider trading policy: Adopted March 25, 2024, covering directors, officers, and employees .
- Section 16(a) filings: The company disclosed exceptions to timely Section 16(a) filings for multiple insiders including Pietrogrande in FY2024 .
Fixed Compensation
| Component | 2024 Amount ($) |
|---|---|
| Annual Board cash retainer | $0 (no cash fees reported) |
| Committee membership fees | $0 (not disclosed/none) |
| Committee chair fees | $0 (not disclosed/none) |
| Meeting fees | $0 (not disclosed/none) |
Performance Compensation
| Item | Detail |
|---|---|
| Equity grant (2024) | Stock compensation fair value: $21,243 (form/units not specified) |
| Director annual limit | Non-employee director total compensation cap: $300,000 in first calendar year on Board; $100,000 thereafter |
| Plan capacity (pre-amendment) | 2024 Plan reserved 2,000,000 shares; 1% evergreen per year from 2025–2034 (pre-amendment) |
| Plan amendment (2025 proposal) | Increase reserve to 4,000,000; evergreen = lesser of 3% outstanding or Board-determined, annually 2026–2035 (subject to stockholder approval) |
| Change-in-control terms | Plan allows actions including accelerated vesting/deemed target performance and settlement at change-in-control price |
| Clawback | Company adopted an executive compensation clawback policy on March 25, 2024; no recoveries to date |
Note: Vesting schedules, performance metrics, and award types for director equity were not disclosed; only grant-date fair value was reported .
Other Directorships & Interlocks
| Company | Role | Potential Interlocks with MAMO |
|---|---|---|
| MAPS Group (IOT) | Director | None disclosed |
| ACBoilers | Director | None disclosed |
| Itea (R&D for Oil & Gas) | Director | None disclosed |
No related-party transactions involving Pietrogrande were disclosed; related parties identified were CEO David Shan and entities he controls (Miller Creek Holdings LLC and Vessel Technology Inc.) .
Expertise & Qualifications
- Governance/committee leadership: Chair of Nominating & Corporate Governance; member of Audit and Compensation committees .
- Industrial/energy/logistics leadership across multiple companies; executive advisory experience since 2004 .
- Education: Doctorate in Chemical Engineering (Sapienza University of Rome); Caltech certificate in management of technology and innovation .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Paolo Pietrogrande | 6,750 | <1% (asterisk in proxy) |
The proxy does not provide a vested/unvested breakdown for directors; outstanding equity awards table covers named executive officers only .
Governance Assessment
-
Positives:
- Independent director with cross-industry operating and advisory experience; chairs Nominating & Governance and serves on Audit and Compensation, supporting board oversight breadth .
- Board and committees met during 2024, with all directors meeting at least 75% attendance; Audit met four times, indicating active financial oversight .
- Non-employee director compensation capped at $100k annually after first year; Pietrogrande’s 2024 pay was modest and 100% equity-aligned ($21,243) .
-
Watch items / RED FLAGS:
- Controlled company: CEO/Chair holds >50% voting power; while the company states it does not currently use exemptions, control can constrain minority shareholder influence over board matters .
- Section 16(a) compliance exceptions include Pietrogrande for FY2024, signaling administrative/control-process gaps around insider filings .
- Share reserve expansion and higher evergreen (to 3%) under the proposed 2024 Plan amendment could increase dilution; director compensation remains capped but the broader pool expansion bears monitoring .
- No formal shareholder-to-board communication policy is in place, which may hinder direct investor engagement on governance issues .
-
Conflicts/related-party exposure:
- No transactions disclosed involving Pietrogrande; the related-party roster and transactions are concentrated around the CEO and his entities (loans, leases, guarantees) and are overseen by the Audit Committee, on which Pietrogrande serves .