Joseph Matheny
About Joseph Matheny
Joseph Matheny, 49, is Chief Innovation Officer at Mister Car Wash (MCW), a role he has held since October 2023 after nearly three decades rising through operations leadership roles since joining the company in 1998 . In 2024, the company’s pay-for-performance framework paid annual bonuses off a single corporate metric (adjusted EBITDAR to plan), with actual attainment of 102.69% vs plan and a 126.94% of target payout; the company also highlighted adding 40 gross locations and 12% adjusted EBITDA growth in 2024, providing context for incentive outcomes . Matheny’s promotion letter sets his base salary at $350,000, a 40% target bonus, and annual equity grants (RSUs and options) targeted at $250,000 in value, anchoring his mix toward at-risk compensation aligned with equity performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mister Car Wash | Chief Innovation Officer | Since Oct 2023 | — |
| Mister Car Wash | Senior Vice President, Operations | Mar 2020 – Oct 2023 | — |
| Mister Car Wash | Vice President, Operations | Dec 2016 – Mar 2020 | — |
| Mister Car Wash | General Manager, Regional Manager, Division Manager | Prior to Dec 2016 | — |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Annual Bonus ($) | Notes |
|---|---|---|---|---|
| 2024 | 350,000 | 40% | 177,718 | Payout 126.94% of target based on adjusted EBITDAR attainment |
| 2023 | 323,219 | 40% (per promotion letter) | 97,833 | — |
| 2022 | 316,843 | 40% (per promotion letter applies after promotion) | 76,042 | — |
Perquisites (2024):
- Cell phone allowance: $1,800
- Company-paid individual disability insurance: $7,403
- No tax gross-up reported for Matheny (CEO gross-up noted; others not)
Performance Compensation
Annual Cash Bonus Mechanics (2024):
- Metric: Adjusted EBITDAR to plan (single metric; non-GAAP as defined in CD&A)
- Target: $434.7 million
- Actual: $446.4 million (102.69% of plan)
- Payout Curve: Threshold 94% (50% payout) to 110%+ (200% payout), linear interpolation
- Result: 126.94% of target for all NEOs
| Metric | Weighting | Target | Actual | Payout % of Target | Matheny Target ($) | Matheny Payout ($) |
|---|---|---|---|---|---|---|
| Adjusted EBITDAR to plan | 100% | $434.7m | $446.4m | 126.94% | 140,000 (40% of $350,000) | 177,718 |
Long-Term Equity Incentives (select grants):
| Grant Date | Award Type | Shares | Exercise Price | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|---|
| 6/1/2024 | Stock Options | 35,211 | $7.03 | 124,999 | 1/3 per year over 3 years |
| 6/1/2024 | RSUs | 17,780 | — | 124,993 | 1/3 per year over 3 years |
| 3/1/2023 | Stock Options (portion) | 10,279 exercisable; 30,839 unexercisable | $9.25 | — | 1/4 per year over 4 years |
| 3/1/2023 | RSUs (unvested) | 15,203 | — | — | 1/4 per year over 4 years |
| 6/25/2021 | Stock Options (portion) | 37,500 exercisable; 25,000 unexercisable | $15.00 | — | 1/5 per year over 5 years |
| 6/25/2021 | RSUs (unvested) | 10,000 | — | — | 1/5 per year over 5 years |
2024 Realized Equity:
| Type | Shares | Value Realized ($) |
|---|---|---|
| Options Exercised (2024) | 334,368 | 2,527,625 |
| Stock Awards Vested (2024) | 10,067 | 75,339 |
Equity Ownership & Alignment
Beneficial Ownership (as of March 31, 2025):
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Joseph Matheny | 670,929 | <1% |
Outstanding Equity Awards (as of Dec 31, 2024):
| Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price | Expiration | Unvested RSUs (#) | RSU Market Value at $7.29 |
|---|---|---|---|---|---|---|
| 7/15/2015 | 37,152 | — | $0.46 | 7/14/2025 | — | — |
| 7/15/2015 | 222,912 | — | $0.66 | 7/14/2025 | — | — |
| 11/23/2016 | 148,608 | — | $0.46 | 11/22/2026 | — | — |
| 11/23/2016 | 222,912 | — | $0.66 | 11/22/2026 | — | — |
| 6/25/2021 | 37,500 | 25,000 | $15.00 | 6/25/2031 | 10,000 | $72,900 |
| 3/1/2023 | 10,279 | 30,839 | $9.25 | 3/1/2033 | 15,203 | $110,830 |
| 6/1/2024 | — | 35,211 | $7.03 | 6/1/2034 | 17,780 | $129,616 |
Ownership Policies:
- Stock ownership guidelines: 3x base salary for executive officers; five-year compliance window from the later of IPO (June 24, 2021) or appointment date (for Matheny: Oct 2023) .
- Hedging and pledging of company stock are prohibited under the Insider Trading Policy (no margin accounts; no derivatives) .
Vesting/Expiration Dynamics:
- Near-term option expirations: 2015 grants expire 7/14/2025 (deep in-the-money strikes $0.46/$0.66), potential exercise-related activity as expirations approach .
- Standard vesting cadence: 2024 awards vest ratably over three years; 2023 awards over four years; 2021 awards over five years, supporting multi-year retention .
Employment Terms
Key Terms:
- Promotion letter (Oct 15, 2023): Base salary $350,000; 40% target bonus; annual equity grant targeted at $250,000 (RSUs and options) .
- Severance Plan (non-CIC): Cash severance equal to 1.0x base salary; 12 months COBRA reimbursement; restrictive covenants include 18-month post-termination non-compete and non-solicit, perpetual confidentiality and non-disparagement .
- Severance Plan (CIC “Protection Period”): Cash severance equal to 1.5x (base salary + target bonus) in lump-sum; prorated bonus; COBRA reimbursement for 1.5 years; equity acceleration to the extent provided in award agreements .
Estimated Potential Payments (as of Dec 31, 2024):
| Scenario | Cash ($) | Equity Acceleration ($) | Healthcare Continuation ($) | Total ($) |
|---|---|---|---|---|
| Termination without cause/for good reason (outside Protection Period) | 350,000 | — | 22,309 | 372,309 |
| Termination without cause/for good reason (during Protection Period) | 875,000 | 322,501 | 33,464 | 1,230,965 |
| Death/Disability | — | 322,501 | — | 322,501 |
Other Governance/Policies:
- Clawback policy effective Dec 1, 2023 for excess incentive-based compensation upon accounting restatements (three-year lookback; no indemnification) .
- No excise tax gross-up for Section 4999 “golden parachute” taxes; 280G/4999 cutback applies to CEO agreement; company may consider deductibility but prioritizes program goals .
- Controlled company status under NASDAQ due to LGP control; certain governance exemptions available (board independence requirements) .
Investment Implications
- Pay-for-performance alignment: 2024 bonus paid solely on adjusted EBITDAR to plan with above-target payout (126.94%) on 102.69% attainment, indicating tight linkage of cash incentives to profitability; Matheny’s payout of $177,718 aligns with his 40% target bonus on $350,000 salary .
- Retention and vesting: Multi-year vesting across 2021/2023/2024 awards (5/4/3-year schedules) and 18-month non-compete/non-solicit following termination support retention and alignment over time .
- Potential near-term selling pressure: Significant legacy options at $0.46–$0.66 expiring July 14, 2025 and November 22, 2026, combined with 334,368 options exercised in 2024, suggest continued exercise activity into expirations; monitor 10b5-1 plans and liquidity windows for potential flow .
- Ownership alignment and risk controls: Beneficial ownership of 670,929 shares (<1%) plus prohibited hedging/pledging and 3x-salary ownership guidelines (compliance window to Oct 2028) provide alignment while limiting balance-sheet risk from leverage against company stock .
- Change-in-control economics: Double-trigger severance during the Protection Period at 1.5x (base + target bonus), COBRA up to 1.5 years, and potential equity acceleration per agreements create meaningful retention through strategic events without shareholder-unfriendly excise tax gross-ups .
Appendix: Additional Context (Company-Level)
- 2024 compensation peer group updated to align with median size; includes Driven Brands, Valvoline, Planet Fitness, Dave & Buster’s, Shake Shack, National Vision, among others .
- 2024 executive base salary rate for Matheny: $350,000 .
- All NEO equity grants made on a predetermined schedule shortly after the annual meeting; 2024 grants on June 1 with options and RSUs .