Manuel Stamatakis
About Manuel Stamatakis
Manuel N. “Manny” Stamatakis, age 77, is Executive Chairman at Mistras Group (MG) and has served on the Board since 2002. He led MG as Interim President & CEO from Oct 9, 2023–Dec 31, 2024 and became Executive Chairman on Jan 1, 2025; he previously served as Lead Director (2010–Oct 2023) and chaired the Corporate Governance Committee (2009–Oct 2023). He holds a B.S. in Industrial Engineering (Penn State) and an honorary DBA (Drexel). Under his leadership, MG recorded its best EBITDA margin and operating income since 2016 and a significant increase in share price; in 2024 MG delivered net income of $19.96M, Adjusted EBITDA of $82.46M, and TSR of $63.47 on a $100 base .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mistras Group | Executive Chairman | Jan 1, 2025–present | Re-established separation of Chair/CEO roles; oversight of profitability focus |
| Mistras Group | Chairman & Interim President and CEO | Oct 9, 2023–Dec 31, 2024 | Drove Project Phoenix and transformation; best EBITDA margin/operating income since 2016; share price up |
| Mistras Group | Lead Director | 2010–Oct 2023 | Championed operational review; ad hoc committee oversight of strategy and succession |
| Mistras Group | Chair, Corporate Governance Committee | 2009–Oct 2023 | Led board governance, committee composition, director processes |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capital Management Enterprises, Inc. | Officer; former owner | Current (sold in 2020) | Benefits consulting expertise; no MG fees in 2024 (commissions from third-party providers) |
| First Financial Resources | Founding Member | Historical | National financial services network formation |
| Visit Philadelphia | Chairman; Audit & Finance committee member | Current | Tourism/economic development governance |
| Philadelphia Shipyard Development Corporation | Chairman | Current | Infrastructure oversight |
| PA Supreme Court Investment Advisory Board | Chairman | Current | Fiduciary/investment governance |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Notes |
|---|---|---|---|
| 2024 | $500,000 increased to $625,000 in May | 100% | Interim CEO; salary increased effective May 2024 |
| 2025 | $725,000 | 100% | Executive Chairman under new employment agreement effective Jan 1, 2025 |
| 2024 Actual Cash Bonus ($) | Source |
|---|---|
| $196,875 | Earned under cash plan based on 2024 results |
Performance Compensation
| Metric (2024) | Weight | Target | Actual | Payout Rule | Source |
|---|---|---|---|---|---|
| Revenue ($MM) | 25% | $749.0 | $729.6 | Threshold 97.5% of target; max at 112.5% | |
| Adjusted EBITDA ($MM) | 60% | $91.1 | $82.5 | Threshold 90% of target; max at 120% | |
| Free Cash Flow ($MM) | 15% | $38.0 | $27.1 | Threshold 90% of target; max at 120–127.5% |
| Plan | 2024 Target for Manny | 2024 Earned by Manny | Vesting/Settlement | Source |
|---|---|---|---|---|
| Cash Bonus | $625,000 | $196,875 | Cash (annual) | |
| Equity Plan (PSU/RSU) | Not applicable (no PSU participation in 2024) | — | — | |
| Discretionary RSU | 125,000 units (grant 5/14/2024) | — | Vests 1 year (5/14/2025); retirement provision subject to covenants | |
| Stock Option (inducement) | 250,000 sh @ $5.36 (grant 10/11/2023) | N/A | Vested 10/12/2023; expires 10/10/2033 | |
| Stock Option (2025 award) | 375,000 sh @ $9.06 (grant 1/6/2025) | N/A | Vests 1/6/2026; 10-year term; acceleration on death/disability and certain terminations |
2024 payout was 31.5% of target under both cash and equity plans overall; Manny only participated in cash (no PSUs in 2024) .
2025 program changes: threshold for Adjusted EBITDA payout increased from 90% to 95% to emphasize profitability; Manny eligible for equity plan at 200% of base in 2025 .
Equity Ownership & Alignment
| Holder | Beneficial Ownership (sh) | % of Class | Components within 60 days | Source |
|---|---|---|---|---|
| Manuel N. Stamatakis | 608,599 | 1.9% | 250,000 options; 125,000 RSUs (time-based/earned) |
- Stock ownership guidelines: CEO 5× salary; other executive officers 2× salary; 5-year compliance window; executives must hold shares from vest/exercise for 1 year; all executive officers were in compliance in 2024 .
- Hedging/margin/short sales prohibited for directors/officers/employees; includes options/derivatives, shorting, margin purchases, and hedging transactions .
- No pledging disclosure noted; related party consulting via CME carried no MG-paid fees in 2024 (commissions from third parties) .
Employment Terms
| Provision | Key Terms | Source |
|---|---|---|
| 2025 Employment Agreement (Executive Chairman) | Base $725,000; target annual bonus 100% of base; target annual equity 200% of base; annual awards accelerate vesting upon termination other than for cause | |
| Severance (Exec Chairman) | If terminated without cause or resigns for good reason: lump sum 200% of base (unless termination upon/following change-in-control), pro rata annual incentive at greater of target or actual, pro rata PSUs earned based on actual performance, vesting of time-vested options and any previously earned PSUs; release required | |
| Equity Acceleration (CIC/general) | For executives generally: upon CIC-related qualifying termination, all equity awards immediately vest with performance awards at target; non-CIC qualifying terminations: continued vesting during severance period; options expire 90 days after severance period |
Board Governance
- Structure: Roles of Chairman and CEO separated in 2025; Manny remains Executive Chairman; Lead Director role retained (James Forese), ensuring independent board leadership and executive session oversight .
- Independence: Committees (Audit, Compensation, Corporate Governance, Environmental/Social/Safety) are comprised solely of independent directors; Manny, as an executive officer, is not independent and does not serve on committees .
- Committee focus/meetings (2024): Board (4), Audit (7), Compensation (4), Corporate Governance (4), Environmental/Social/Safety (4); each director attended ≥75% of meetings .
Director Compensation
| Year | Cash Retainer | Equity Grants | Chair Fees | Lead Director Fee | Source |
|---|---|---|---|---|---|
| 2024 (non-employee directors) | $90,000 | $110,000 | Audit Chair $3,875/qtr; other chairs $3,125/qtr | $33,000 | |
| 2025 (non-employee directors) | $100,000 | $115,000 | Audit/Comp Chairs $3,825/qtr; other chairs $3,125/qtr | $33,000 |
Note: Manny is an executive (Executive Chairman) and not compensated under the non-employee director program .
Compensation & Incentives – Detailed Awards
| Date | Type | Shares/Units | Exercise Price | Vesting/Expiration | Notes |
|---|---|---|---|---|---|
| 10/11/2023 | Stock Option | 250,000 | $5.36 | Vested 10/12/2023; expires 10/10/2033 | Inducement upon Interim CEO appointment |
| 5/14/2024 | RSU | 125,000 | — | Vests 5/14/2025 (retirement vesting if covenants met) | Discretionary award for performance, Project Phoenix leadership |
| 1/6/2025 | Stock Option | 375,000 | $9.06 | Vests 1/6/2026; 10-year term; acceleration on death/disability and certain terminations | Awarded with 2025 employment agreement |
| Early 2025 | RSU (Retention) | 5,700 | — | Vests 1 year | Retention grants post-2024 |
Compensation Peer Group (Benchmarking)
| Peer Group Companies |
|---|
| Archrock, CECO Environmental, CIRCOR International, Columbus McKinnon, DMC Global, DXP Enterprises, Enerpac Tool Group, Forum Energy Technologies, Helix Energy Solutions Group, Matrix Service, MYR Group, Oceaneering International, Oil States International, The Hackett Group |
Equity Plan & Governance Protections
- 2016 Long-Term Incentive Plan (Amended 2024) features: no evergreen; options/SARs repricing prohibited; minimum 1-year vesting; double-trigger vesting on CIC; dividend equivalents subject to vesting; clawback policy applies .
- Clawback: Recoupment of incentive comp for restatements (3-year lookback) per NYSE/Dodd-Frank requirements .
Related Party Transactions / Conflicts
- Headquarters leased from entity majority-owned by former Chairman Dr. Vahaviolos; rent ~ $84,500/month in 2024; lease extended to Oct 31, 2026 .
- CME (Capital Management Enterprise), where Manny is an officer; MG paid no fees in 2024; CME received commissions directly from benefits providers .
- Legal proceedings disclosed relate to director Richard Glanton; not related to MG board service .
Performance & Track Record
| Measure | 2023 | 2024 | Source |
|---|---|---|---|
| Total Shareholder Return (value of $100) | $51.28 | $63.47 | |
| Net Income ($000s) | ($17,643) | $19,958 | |
| Adjusted EBITDA ($000s) | $65,800 | $82,457 |
Highlights noted by the Board: “significant increase in share price and market value” and best EBITDA margin/operating income since 2016 under Manny’s tenure as Chair/Interim CEO .
Employment Terms – Covenants
- RSU retirement vesting conditioned on compliance with restrictive covenants (non-compete/non-solicit); violation leads to forfeiture and repayment of value .
- Manny’s 2025 agreement includes indemnification/expense advancement to the fullest extent permitted by law .
Risk Indicators & Red Flags
- Combined Chair/CEO roles (Oct 2023–Dec 2024) raised independence concerns; mitigated by Lead Director appointment; roles separated again in 2025 .
- Related party lease with founder’s entity; disclosed terms and extension .
- Equity award schedules imply potential selling pressure around 5/14/2025 (125k RSU vest) and 1/6/2026 (375k option vest); hedging/margin/shorts prohibited, reducing misalignment risk .
- Plan explicitly prohibits option/SAR repricing; aligns with shareholder-friendly governance .
Compensation Structure Analysis
- Cash vs equity mix increased via discretionary RSU/option awards to recognize turnaround contributions, despite sub-target performance payout of 31.5% for 2024 plans .
- 2025 shift tightens EBITDA threshold to 95% (harder to earn), signaling emphasis on profitability discipline .
- Double-trigger CIC vesting and clawback policy reduce windfall risks; ownership guidelines enforce “skin-in-the-game” .
Say-on-Pay & Shareholder Feedback
- Advisory vote on executive compensation presented to shareholders at 2025 Annual Meeting; Compensation Committee recommended approval .
Committee Composition (Compensation)
- Members (2024): Michelle Lohmeier (Chair), James Forese, Richard Glanton; all independent; Pay Governance LLC engaged as independent consultant for plan design and Manny’s compensation benchmarking .
Investment Implications
- Alignment: Strong equity exposure (options + RSUs) and ownership guidelines, with hedging/margin prohibitions. Upcoming vest dates (5/14/2025 RSU; 1/6/2026 option) are potential supply events; monitor Form 4s for selling pressure .
- Pay-for-performance: 2024 plan payout at 31.5% reflects below-target performance (revenue/FCF misses; EBITDA near threshold), but Board used discretionary equity to retain and reward turnaround execution; 2025 raises EBITDA threshold, increasing at-risk pay sensitivity .
- Retention/CIC: Executive Chairman severance (200% base; pro rata bonus; equity vesting) plus double-trigger vesting under CIC supports retention but creates event-driven payout risk; governance protections (no repricing, clawback) mitigate .
- Governance: Separation of Chair/CEO, independent Lead Director, and independent committees reduce dual-role independence concerns; continue monitoring related party arrangements and board refresh dynamics .