Hani Hammad
About Hani Hammad
Hani Hammad, age 36, is Executive Vice President and Chief Operating Officer of Mistras Group (effective January 1, 2025). He joined Mistras on March 26, 2024 as EVP & Chief Transformation Officer after serving as a Director at AlixPartners (2020–2024) and Senior Manager at The Palmenberg Group (2017–2020). He holds a B.S. in Electrical Engineering (Louisiana Tech University) and a Master of Professional Studies in Supply Chain Management (Penn State University) . As architect of Project Phoenix, he designed and managed an EBITDA improvement program identifying over $47 million in annual run-rate opportunities, reflecting a value-creation focus aligned with profit expansion . Company performance context during his tenure: FY2024 Adjusted EBITDA $82.5 million and Net Income $19.96 million, with TSR value of $63.47 per $100 initial investment (company-wide, per proxy) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mistras Group | EVP & Chief Transformation Officer | Mar 26, 2024 – Dec 31, 2024 | Led process efficiency and organizational optimization; initiated continuous improvement culture via Project Phoenix . |
| Mistras Group | EVP & Chief Operating Officer | Jan 1, 2025 – Present | Driving operational excellence, high-margin growth, and data analytics solutions execution . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AlixPartners | Director | Jan 2020 – Mar 2024 | Lead consultant to Mistras on Project Phoenix; value-creation, transformation programs through M&A and strategic repositioning . |
| The Palmenberg Group | Senior Manager | Sep 2017 – Feb 2020 | Strategy, innovation, venture design and funding in energy sector . |
Fixed Compensation
| Metric | FY 2024 (CTO) | FY 2025 (COO) |
|---|---|---|
| Base Salary ($) | $400,000 | $450,000 |
| Target Bonus (% of Base) | 50% | 100% (0–200% payout range) |
| Target Annual Equity (% of Base) | 100% | 100% (0–200% payout range) |
| Automobile Allowance ($) | $10,100 | $10,100 |
Performance Compensation
2024 Incentive Plan Design (Company-wide metrics used for cash bonus and performance RSUs)
| Metric | Weighting | Target | Actual | Payout Basis |
|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 60% | $91.1 | $82.5 | 31.5% of target overall achieved (company-wide) |
| Revenue ($mm) | 25% | $749.0 | $729.6 | Below threshold for revenue metric |
| Free Cash Flow ($mm) | 15% | $38.0 | $27.1 | Below threshold for FCF metric |
Key payout rules: thresholds at 90% of target for EBITDA/FCF and 97.5% for Revenue; 0–200% payout curves with linear interpolation; performance RSUs vest 25% per year on each Dec 31 of 2025–2028 .
Hammad’s 2024 Actual Awards
| Component | Target | Actual Earned | Notes |
|---|---|---|---|
| Cash Bonus ($) | $153,846 | $48,461 | Prorated to March 26 start; 31.5% company payout . |
| Performance RSUs (#) | 45,662 | 14,521 | Vesting 25% per year (Dec 31, 2025–2028) . |
2025 program change: Adjusted EBITDA threshold increased to 95% to tighten profitability alignment .
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Shares Beneficially Owned | 47,058 (less than 1% of shares outstanding) . |
| Unvested RSUs (12/31/2024) | 61,579 unvested RSUs; market value $557,906 at $9.06 . |
| Stock Ownership Guideline | 2× base salary for executive officers; 5 years to comply; unexercised options/performance RSUs excluded until earned/exercised . |
| Compliance Status | All executive officers were in compliance in 2024 . |
| Holding Requirement | Must hold net shares from vesting/exercise for 1 year; must retain shares from prior 36 months until guidelines met . |
| Hedging/Pledging Policy | Hedging and short selling prohibited; margin purchases prohibited; policy designed to prevent misalignment . |
Insider/related-party: No transactions requiring Item 404 disclosure involving Hammad since 12/31/2022 .
Employment Terms
| Term | Base (Normal) | Change-in-Control (CIC Window: 90 days before to 12 months after CIC) |
|---|---|---|
| Severance – Salary Continuation | 12 months of base salary | 18 months of base salary |
| Severance – Bonus | Pro-rata annual incentive for year of termination; payment of prior year unpaid bonus | Lump sum 1.5× target annual bonus (in lieu of pro-rata) |
| Equity – Acceleration | Accelerated vesting of 47,058 inducement RSUs and any performance RSUs scheduled to vest within 12 months post-termination; options/RSUs continue vesting during severance if compliant with covenants | |
| Equity – CIC Vesting | All unvested equity becomes fully vested; performance awards at target payout | |
| COBRA | 12 months at Company expense | |
| Restrictive Covenants | Non-compete 12 months; Non-solicit 24 months; confidentiality/IP provisions | |
| Indemnification | Standard indemnification agreement (form referenced to FY2023 10-K) |
Performance & Track Record
- Designed and managed “Project Phoenix” identifying over $47 million in annual run-rate EBITDA improvements; led value-creation initiatives, process efficiency, and organizational optimization .
- FY2024 company outcomes used for incentive plans: Adjusted EBITDA $82.5 million; Revenue $729.6 million; Free Cash Flow $27.1 million; resulting in 31.5% payout of target across plans .
- Proxy Pay-versus-Performance panel shows FY2024 TSR value of $63.47 per $100 initial investment; peer group TSR $159.10; Net Income $19,958 thousand; Adjusted EBITDA $82,457 thousand (company-level context) .
Compensation Structure Analysis
- High at-risk pay mix: 2024 bonus and equity plans 100% performance-based; Hammad’s targets set at 50% (bonus) and 100% (equity) of base, moving to 100%/100% as COO in 2025 .
- Tightening profitability alignment: 2025 raises EBITDA threshold from 90% to 95%, increasing performance stringency .
- Retention elements: 47,058 inducement RSUs (granted upon hire), plus post-2024 retention RSUs to named executives; Hammad received 3,400 retention RSUs vesting in one year after 2024 year-end decision .
- Strong clawback and holding policies: 3-year recoupment for restatements and 1-year post-vesting holding requirement support alignment and reduce near-term selling pressure .
Equity Ownership & Insider Selling Pressure
- Vested/unvested breakdown and annual vesting cadence (25% per year) indicate scheduled supply through 2028; the 1-year holding rule further defers liquidity of vested RSUs, moderating near-term selling pressure .
- No pledging disclosed; hedging and derivatives are banned by policy .
Employment Contracts, Severance & CoC Economics
- Standard single-trigger termination (without cause/with good reason) yields 12 months salary continuation, pro-rata bonus, RSU acceleration (inducement and near-term scheduled), and 12 months COBRA; double-trigger CIC increases salary continuation to 18 months and provides 1.5× target bonus cash, plus full equity vesting at target for performance awards .
- Non-compete (12 months) and non-solicit (24 months) protect organizational continuity; indemnification agreement standard for executive officers .
Investment Implications
- Alignment: Elevated at-risk pay (bonus/equity at 100% of base in 2025) tied to EBITDA/FCF/Revenue, plus tighter EBITDA threshold, aligns incentives to margin expansion and cash generation—supportive of shareholder value if targets are met .
- Retention vs. Supply Overhang: Annual 25% RSU vesting with a 1-year mandatory hold reduces immediate selling pressure, but multi-year vesting schedules create ongoing potential supply; monitor Form 4 filings around vest dates for incremental pressure .
- CoC Protections: 1.5× bonus and 18 months salary under CIC could modestly increase M&A friction, but full equity acceleration at target may smooth executive transition; governance risk mitigated by clawbacks and holding policies .
- Execution Risk: 2024 underperformance vs. plan (31.5% payout) underscores challenge to hit targets; Hammad’s transformation pedigree and Project Phoenix track record suggest capability to drive improvements, but watch quarterly EBITDA/FCF trajectory and incentive attainment to validate pay-for-performance .