Gennaro D’Alterio
About Gennaro D’Alterio
Executive Vice President and Chief Commercial Officer at Mistras Group, Inc., appointed on September 10, 2023; compensation is structured with 50% target cash bonus and 80% target equity opportunity against company-wide performance metrics (Adjusted EBITDA, Revenue, Free Cash Flow) with payouts ranging 0–200% of target based on actuals . In 2024, company performance used for incentive determinations was Revenue $729.6M vs $749M target, Adjusted EBITDA $82.5M vs $91.1M target, and Free Cash Flow $27.1M vs $38M target, resulting in 31.5% of target earned in both cash and equity plans; company-level Pay vs Performance shows 2024 Adjusted EBITDA $82,457K and TSR value of $63.47 for a $100 baseline .
Past Roles
No prior-role biography for D’Alterio was disclosed in the 2025 DEF 14A .
External Roles
No external directorships or roles for D’Alterio were disclosed in the 2025 DEF 14A .
Fixed Compensation
| Item | 2024 Value |
|---|---|
| Base Salary ($) | $380,000 |
| Target Annual Bonus (% of base) | 50% |
| Actual Non-Equity Incentive Paid ($) | $59,850 |
| Automobile Allowance ($) | $10,100 |
| All Other Compensation ($) | $12,050 (vehicle allowance/usage, group life, 401(k) match; no single perquisite >$25,000) |
Performance Compensation
| Metric | Weighting | Target (USD Millions) | Actual (USD Millions) | Payout (as % of target) | Vesting |
|---|---|---|---|---|---|
| Revenue | 25% | $749.0 | $729.6 | Executives earned 31.5% of target under both plans for 2024 | Performance RSUs earned vest 25% per year on Dec 31 of 2025, 2026, 2027, 2028 |
| Adjusted EBITDA | 60% | $91.1 | $82.5 | Executives earned 31.5% of target under both plans for 2024 | Performance RSUs earned vest 25% per year on Dec 31 of 2025, 2026, 2027, 2028 |
| Free Cash Flow | 15% | $38.0 | $27.1 | Executives earned 31.5% of target under both plans for 2024 | Performance RSUs earned vest 25% per year on Dec 31 of 2025, 2026, 2027, 2028 |
| Incentive Detail | 2024 Plan Mechanics |
|---|---|
| Bonus Plan Thresholds | Revenue ≥97.5% of target pays 70% of target (to 200% if ≥112.5%); EBITDA/FCF ≥90% pays 50% (to 200% if ≥120%) |
| D’Alterio Cash Bonus Target ($) | $190,000 (50% of $380,000 salary) |
| D’Alterio Cash Bonus Earned ($) | $59,850 |
| D’Alterio Equity Target (RSUs) | 34,703 (performance-based) |
| D’Alterio Equity Earned (RSUs) | 11,036 (31.5% of target) |
| RSU Vesting | Performance RSUs earned vest 25% per year on Dec 31 for four years following the performance year |
Equity Awards and Vesting Detail
| Award Type | Grant/Performance Year | Target RSUs | Earned RSUs | Vesting |
|---|---|---|---|---|
| Performance RSUs | 2024 performance year | 34,703 | 11,036 | 25% annually on Dec 31 of 2025, 2026, 2027, 2028 |
| Retention RSUs | Granted post-2024 year-end | 1,700 | 1,700 | Vests 100% in one year |
| Outstanding Unvested RSUs at 12/31/2024 | — | — | 25,703 | Market value $232,869 at $9.06/share |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (as of Mar 1, 2025) | 17,429 shares; less than 1% of outstanding |
| Components Included (within 60 days) | RSUs with only time-based restrictions: 14,667 |
| Stock Ownership Guidelines | Executives must hold shares ≥2x base salary; five years to comply; unearned performance shares/options excluded until earned/exercised |
| Compliance Status | All executive officers were in compliance in 2024 |
| Post-Vest Holding Requirement | Executives cannot sell shares acquired from vesting/exercise (net of taxes/exercise price) for one year after vest/exercise until guidelines met |
| Hedging/Margin Prohibitions | Hedging, short sales, options/derivatives, margin purchases are prohibited |
| Pledging | No pledging policy disclosure specific to executives; no pledging by D’Alterio disclosed |
Employment Terms
| Provision | Terms for Gennaro D’Alterio |
|---|---|
| Appointment/Role | Appointed Chief Commercial Officer on September 10, 2023 |
| Base Salary | $380,000 |
| Target Cash Bonus | 50% of base salary (0–200% payout range) |
| Target Equity Incentive | 80% of base salary (0–200% payout range) |
| Auto Allowance | $10,100 annually |
| Severance (No CIC) | 12 months base salary; earned but unpaid prior-year bonus; pro rata current-year bonus; accelerated vesting of hire RSUs and any previously earned PSUs scheduled to vest in 12 months; 12 months COBRA at Company expense; subject to release |
| Severance (CIC window) | If termination occurs during 90 days before or 12 months after CIC: 18 months base salary and 1.5x target annual bonus in lieu of pro rata bonus; accelerated vesting of equity; subject to release |
| Restrictive Covenants | 12-month post-termination non-compete; 24-month non-solicit; confidentiality/IP ownership provisions |
| Clawback | Company-wide incentive compensation recoupment policy per NYSE (3-year lookback in case of restatement) |
| Pension/Deferred Comp | Company does not provide pension or nonqualified deferred compensation to NEOs |
Severance Economics (as of Hypothetical Termination on 12/31/2024)
| Scenario | Salary | Incentive Bonus | Unvested Equity Awards | Healthcare Benefits | Total |
|---|---|---|---|---|---|
| No Change in Control | $380,000 | — | $73,314 | $17,816 | $471,130 |
| Change in Control | $570,000 | $285,000 | $447,292 | $17,816 | $1,320,108 |
Insider Transactions and Potential Selling Pressure
| Date | Transaction | Shares | Price | Notes/Source |
|---|---|---|---|---|
| Mar 19, 2025 | Tax payment (shares withheld) | 655 | $9.84 | Form 4 indicates tax withholding transaction; see SEC IR filing page and PDF and aggregator detail |
- Post-vest supply constraints: Performance RSUs earned for 2024 vest 25% annually across 2025–2028, and executive officers must hold net shares from vesting for one year, reducing immediate selling pressure .
Investment Implications
- Pay-for-performance alignment: D’Alterio’s cash and equity are tied 100% to EBITDA, revenue, and free cash flow with symmetrical 0–200% payout curves; 2024 underperformance versus targets resulted in a 31.5% payout, evidencing downside sensitivity .
- Retention risk vs. overhang: Earned performance RSUs (11,036 for 2024) vest over four years with one-year post-vest holding, supporting retention and limiting near-term selling pressure; additional 1,700 retention RSUs vest in one year, modestly increasing short-term supply but still subject to holding constraints .
- Alignment and ownership: Beneficial ownership is <1% (17,429 shares, including 14,667 time-based RSUs within 60 days), but executive ownership guidelines at 2x salary and compliance indicate ongoing accumulation and retention requirements; hedging/margin prohibitions strengthen alignment and reduce adverse trading signals .
- Change-in-control economics: Double-trigger structure with 18 months salary and 1.5x target bonus plus accelerated vesting creates meaningful protection; in M&A scenarios, incentives are balanced between retention pre-close and liquidity post-close at target levels for performance awards .
- Governance safeguards: Company-wide clawback policy and explicit prohibition on hedging/shorting/options mitigate behavioral risk; no pension/deferred comp limits fixed obligations .