Ryan Raber
About Ryan Raber
Ryan F. Raber, 42, is Executive Vice President – Strategy, Sales & Marketing at Mayville Engineering Company (MEC). He joined MEC in 2009 and has served as EVP Strategy, Sales & Marketing since June 2019 (previously EVP Sales & Marketing from November 2018 and VP Sales & Marketing from August 2013). He holds an MBA from the University of Wisconsin–Madison and a BS in Mechanical Engineering from Purdue University . MEC’s FY2024 performance: net sales $581.6M, EBITDA $82.1M, Adjusted EBITDA $64.4M, and free cash flow $77.7M; cumulative shareholder return since 1/1/2020 was 167.59 at 12/31/2024 on a $100 base .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mayville Engineering Company (MEC) | EVP – Strategy, Sales & Marketing | 2019–present | Leads corporate strategy, sales, and marketing execution across diversified OEM end markets . |
| Mayville Engineering Company (MEC) | EVP – Sales & Marketing | 2018–2019 | Senior leadership of commercial functions before strategy remit added . |
| Mayville Engineering Company (MEC) | VP – Sales & Marketing | 2013–2018 | Managed sales and marketing during growth and customer diversification . |
| Mayville Engineering Company (MEC) | Various roles | 2009–2013 | Progressively senior commercial roles following initial join date . |
External Roles
No external directorships or committee roles disclosed for Raber .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 460,000 | 473,800 | 473,800 |
| Target Bonus % of Salary | 100% (program) | 100% (program) | 70% |
| Actual Non-Equity Incentive ($) | 390,448 | 387,000 | 448,538 |
| Total Compensation ($) | 1,688,122 | 1,700,700 | 1,904,688 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout vs Target | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 50% | 76.0 | 65.3 | 71.8% of target | Annual cash bonus paid 2025 |
| Free Cash Flow ($M) | 50% | 45.0 | 53.9 | 198.6% of target | Annual cash bonus paid 2025 |
| Total Annual Incentive | — | — | — | 135.2% of target | Paid 2025 |
| 2024 RSUs | 70% of LTI grant value | $680,400 (52,950 sh) | Time-based | — | Vests ratably over 3 years (Mar 15, 2025/26/27) |
| 2024 PSUs | 30% of LTI grant value | $291,600 (22,693 sh) | Performance-based (ROIC & Adjusted EBITDA over 3 years) | Earnout 50–200% at threshold–max | Cliff vests Mar 15, 2027 (subject to performance) |
2024 LTI design shifted from 30% PSUs/70% RSUs (2024) to 50% PSUs/50% RSUs for 2025 to increase performance linkage .
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 339,625 (1.6% of outstanding) |
| Options and RSUs deliverable within 60 days (included) | 223,475 shares |
| ESOP holdings (included above) | 15,866 shares |
| 401(k) plan holdings (included above) | 10,421 shares |
| Unvested RSUs outstanding (12/31/2024) | 65,743 RSUs; vesting: 12,793 (2/28/2025) and 17,650 each on 3/15/2025/2026/2027 |
| 2024 PSUs outstanding (target) | 22,693 PSUs; vest 3/15/2027, performance-based |
| Stock Options – exercisable | 77,426 @ $10.32 (2/28/2032), 43,291 @ $14.01 (2/28/2031), 27,594 @ $17.00 (5/08/2029) |
| Stock Options – unexercisable | 22,360 @ $16.22 (50% vest 2/28/2025; expires 2/28/2033) |
| Ownership Guidelines | EVPs: 3x base salary; RSUs count, options/PSUs do not; all NEOs in compliance as of 12/31/2024 |
| Hedging/Pledging Policy | Prohibits hedging, margin accounts, and pledging for all officers (alignment safeguard) |
| Clawback Policy | Compliant with SEC Rule 10D-1; recoups erroneously awarded incentive comp for prior 3 years upon restatement |
Vesting calendar indicates potential selling pressure windows around 2/28/2025 and 3/15/2025/2026/2027 as tranches vest and options become exercisable .
Employment Terms
- Severance (pre-change-in-control): Lump sum equal to 1x current base salary + target annual bonus if terminated without cause or for good reason; requires release of claims .
- Change-in-control (double-trigger): If terminated without cause or for good reason within 2 years post-CIC, severance equals 2x base salary + 2x target bonus; 24 months of continued benefits; any equity/cash incentives granted after CIC vest/earn immediately at termination .
- 180-day “in anticipation of CIC” protection applies if termination occurs pre-CIC at acquirer’s request .
- Restrictive covenants: 12-month non-compete, non-solicit, and confidentiality obligations post-employment .
- Tax gross-ups: None; excise tax cutback vs. full pay determined by better after-tax outcome .
- Deferred Compensation: Eligible to defer up to 50% salary and up to 100% annual incentive; plan accounts are unsecured general obligations of MEC; distributions occur on separation or CIC per plan .
Compensation Structure Analysis
- Cash vs. Equity Mix: Equity awards increased materially in 2024 (stock awards $972,000 vs. $415,000 in 2023), indicating higher long-term alignment and retention focus .
- Shift to PSUs: 2025 LTI changed to 50% PSUs/50% RSUs from 30%/70% in 2024, raising at-risk performance sensitivity (ROIC and Adjusted EBITDA) .
- Annual Incentive Rigor: 2024 plan tied 50% to Adjusted EBITDA and 50% to Free Cash Flow, with actual payout 135.2% of target, reflecting strong FCF outperformance despite EBITDA below target .
- Governance Safeguards: No hedging/pledging, clawback policy compliant with SEC/NYS E; no option repricing without shareholder approval per Omnibus Plan .
Compensation Peer Group and Committee Practices
- Compensation Consultant: Pearl Meyer engaged; no conflicts reported .
- 2024 Peer Group: Ampco-Pittsburgh; AZZ; BlueBird; Commercial Vehicle Group; Daktronics; Douglas Dynamics; Eastern; Gorman-Rupp; Hurco; L.B. Foster; LSI Industries; Luxfer; Miller Industries; Myers Industries; Northwest Pipe; Powell Industries; Shyft Group; Twin Disc .
- Committee: Chaired by Jennifer J. Kent; oversight of incentive/equity plans and HR programs .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay: First advisory vote at 2025 annual meeting following exit from EGC status (Board recommends annual frequency) .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Sales ($M) | 539.4 | 588.4 | 581.6 |
| EBITDA ($M) | 55.1 | 55.1 | 82.1 |
| Adjusted EBITDA ($M) | 60.8 | 66.1 | 64.4 |
| Net Income ($M) | 18.7 | 7.8 | 26.0 |
| Free Cash Flow ($M) | (6.2) | 23.8 | 77.7 |
MEC delivered strong free cash flow and higher EBITDA in 2024 aided by a one-time settlement, MBX initiatives, and commercial pricing actions, with net sales modestly down due to customer destocking .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited for directors/officers; reduces misalignment risk .
- Clawback: Enforceable for restatements; mitigates accounting risk .
- Related Party Transactions: None in 2024 .
- Section 16(a) compliance: No delinquent filings noted for 2024 .
- Option repricing: Prohibited without shareholder approval under the Omnibus Plan .
Investment Implications
- Alignment: Increased PSU weighting in 2025 and stringent ownership/hedging policies support pay-for-performance alignment and reduce agency risk .
- Near-term selling pressure: 2025 vesting/events (RSUs on 2/28 and 3/15; options vesting 2/28) could create discretionary selling windows; monitor Form 4 filings around these dates .
- Retention economics: Double-trigger CIC severance at 2x base+bonus plus accelerated vesting provides stability but could be costly in a transaction; pre-CIC severance at 1x base+bonus is market-typical .
- Performance sensitivity: Annual bonus design (50% Adjusted EBITDA/50% FCF) favored cash generation in 2024; PSU metrics (ROIC, Adjusted EBITDA) add multi-year discipline, improving capital allocation incentives .
Overall, Raber’s package is increasingly performance-weighted with robust governance safeguards; watch insider activity at 2025 vesting dates and track PSU performance trajectories through the ROIC/Adjusted EBITDA cycle to gauge realized alignment .