Sean Leuba
About Sean Leuba
Sean P. Leuba is Senior Vice President – Corporate Development and General Counsel at Mayville Engineering Company (MEC), having joined in January 2023. He is 54 years old as of February 1, 2025, and previously led corporate development at Caterpillar, including general manager roles in the Electric Power and Remanufactured Products divisions; earlier, he practiced corporate/M&A law at Arnold & Porter. His credentials include an MBA in Finance (University of Chicago), JD (Washington & Lee University School of Law), and BA (UMBC) . Company performance over his tenure shows 2024 net sales of $581.6M (-1.2% YoY) and net income of $26.0M, with total shareholder return (TSR) improving from 96.71 (2023) to 105.43 (2024) on a $100 base at 12/31/2021 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Caterpillar Inc. | Head of Corporate Development | Not disclosed | Led M&A and corporate development; prior general manager roles in Electric Power and Remanufactured Products divisions |
| Caterpillar Inc. | General Manager, Electric Power Division | Not disclosed | P&L and division leadership |
| Caterpillar Inc. | General Manager, Remanufactured Products Division | Not disclosed | P&L and division leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arnold & Porter | Corporate/Securities/M&A Attorney | Not disclosed | Advised on corporate, securities, M&A, and venture capital matters |
Fixed Compensation
- MEC’s 2024 NEO base salaries (CEO/CFO/EVP) were flat except CEO +2.84%; NEO salary levels and details are disclosed, but individual compensation for Mr. Leuba is not disclosed in the proxy (he is an executive officer but not a named executive) .
- MEC uses an independent compensation consultant (Pearl Meyer), maintains clawbacks, prohibits hedging/pledging, and uses double-trigger vesting upon change-in-control; the company reports no tax gross-ups, SERP, or significant perquisites .
Performance Compensation
- Annual Incentive Plan metrics (applied to NEOs and governing company bonus design): 50% Adjusted EBITDA and 50% Free Cash Flow; 2024 payout earned at 135.2% of target. Mr. Leuba’s specific targets/payouts are not disclosed .
| Metric | Weighting | Target | Actual | Payout vs Target | Weighted Result |
|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 50% | 76.0 | 65.3 | 71.8% | 35.9% |
| Free Cash Flow ($M) | 50% | 45.0 | 53.9 | 198.6% | 99.3% |
| Total Payout | — | — | — | 135.2% | 135.2% |
- Long-term incentives: PSUs (performance-based) measured on ROIC and Adjusted EBITDA over three years (50–200% of target), and RSUs vest ratably over three years (2024 mix 30% PSUs/70% RSUs; 2025 mix 50%/50%). Individual grant details for Mr. Leuba are not disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Stock ownership guidelines | CEO: 5x salary; CFO/EVPs: 3x salary; SVPs and other executives: 1x salary (counts direct/beneficial holdings, benefit plans, and all RSUs; options and unvested PSUs excluded) |
| Compliance status | Each NEO was in compliance as of 12/31/2024; status for Mr. Leuba not separately disclosed |
| Hedging/derivatives | Prohibited (puts, calls, other derivatives; hedging instruments) |
| Margin/pledging | Prohibited (no margin accounts or pledging company stock as collateral) |
| Beneficial ownership | Not disclosed for Mr. Leuba in the principal shareholders table (only directors/NEOs listed) . Section 16 compliance reported for all officers in 2024 . |
Employment Terms
- Executive officers, including NEOs, have change-in-control employment and severance agreements: upon termination without cause or for good reason during the two years post-change-in-control (double-trigger), severance equals 2x base salary + target bonus, plus 24 months of continued benefits; post-CIC equity and cash incentives are deemed earned/vested upon termination. Non-compete, non-solicit, and confidentiality obligations apply; no excise tax gross-up (best-net cutback) .
- Company utilizes the Omnibus Incentive Plan with CIC treatment providing vesting/cash-out depending on assumption by acquirer; RSUs vest in full, options/SARs cash-out for intrinsic value if not assumed; PSUs pay at target prorated if performance period not complete .
- Mr. Leuba is disclosed as an executive officer in the 10-K; while individual contract execution is not enumerated in the proxy, the company states CIC agreements are maintained for each executive officer .
Performance Context (Company-Level)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $539,392,000 | $588,425,000 | $581,604,000 |
| EBITDA ($USD) | $50,739,000* | $61,078,000 | $58,729,000* |
| Net Income ($USD) | $18,727,000 | $7,844,000 | $25,968,000 |
Values with asterisk retrieved from S&P Global.
| TSR (Fixed $100 at 12/31/2021) | 2022 | 2023 | 2024 |
|---|---|---|---|
| MEC TSR Index | 84.91 | 96.71 | 105.43 |
Recent quarterly context:
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($USD) | $121,306,000 | $135,579,000 | $132,328,000 | $144,310,000 |
| EBITDA ($USD) | $7,356,000* | $11,060,000 | $11,226,000* | $13,221,000* |
| Net Income ($USD) | $15,971,000 | $20,000 | -$1,097,000 | -$2,675,000 |
Values with asterisk retrieved from S&P Global.
Track Record, Value Creation, and Execution
- Corporate development execution: Mr. Leuba signed the Accu‑Fab, LLC Purchase Agreement for MEC (buyer) on May 23, 2025; the acquisition was announced May 27, 2025 and completed July 1, 2025 (he also signed multiple related 8‑Ks as SVP, GC & Secretary), indicating an active M&A remit during his tenure .
- Governance/process roles: Agent for service on MEC’s S‑3 shelf registration; frequent signatory on SEC filings underscores legal and governance responsibilities .
Board Governance (Not a Director)
- Mr. Leuba is not listed as a director; he serves as General Counsel and corporate development executive. He is named as Board communication point in the proxy (as General Counsel), reinforcing governance and shareholder communications role .
Compensation Committee and Peer Group
- Compensation Committee uses Pearl Meyer as independent consultant and maintains a defined peer group for benchmarking executive compensation (e.g., AZZ Inc., Douglas Dynamics, The Shyft Group, Myers Industries, etc.), with governance practices emphasizing performance-based pay .
Related Party Transactions and Risk Indicators
- No related person transactions in 2024; Audit Committee oversees related party reviews .
- Hedging/derivatives/margin/pledging prohibited for directors, officers, and designated employees .
- Clawback policy in place per NYSE/SEC rules; applies to incentive-based compensation for covered executives .
- Section 16 reporting compliance affirmed for 2024 for all directors/executive officers .
- Say‑on‑pay frequency set to annual following 2025 shareholder vote .
Employment Terms
| Provision | Terms |
|---|---|
| Severance (pre‑CIC) | For NEOs: 1x salary + target bonus if terminated without cause or for good reason pre‑CIC (illustrative of company practice) . |
| Change‑in‑Control | For executive officers: 2x salary + target bonus on qualifying termination during 2‑year CIC period; 24 months benefits; equity/cash incentives post‑CIC deemed earned/vested upon termination; non‑compete/non‑solicit/confidentiality; best‑net cutback (no excise tax gross‑up) . |
| Equity Plan CIC treatment | If awards not assumed, options/SARs vest and are cashed out for intrinsic value; RSUs vest; PSUs pay at target prorated if performance period not complete . |
Investment Implications
- Alignment: Company-wide prohibitions on hedging/pledging and stock ownership guidelines (SVP threshold 1x salary) support alignment and lower governance risk; however, Mr. Leuba’s personal holdings and compliance status are not disclosed, constraining “skin‑in‑the‑game” visibility .
- Retention and deal execution: Double‑trigger CIC severance for executive officers reduces involuntary departure risk during integrations/strategic transactions, supporting continuity in corporate development and legal governance .
- Pay-for-performance signals: Bonus plan tied to Adjusted EBITDA and Free Cash Flow and PSUs linked to ROIC/Adjusted EBITDA indicate strong performance linkage; monitoring whether broader executives (incl. GC) participate similarly can inform incentive alignment without direct disclosure .
- Trading signals: With Section 16 compliance reported but individual ownership not disclosed in the proxy, ongoing monitoring of Forms 3/4/5 for Mr. Leuba is prudent to assess potential insider selling pressure or incremental alignment .
- Execution track record: Accu‑Fab acquisition participation and regular SEC filing signatory roles indicate active engagement in capital structure, governance, and M&A processes that can influence MEC’s strategic trajectory .