Michael Keefe
About Michael Keefe
Michael C. Keefe is Executive Vice President, General Counsel and Secretary of Mistras Group; he joined the company in December 2009 after senior legal roles at Lucent Technologies and AT&T and executive positions at International Fight League . He holds a B.S. in Business Administration (Accounting) and a J.D., both from Seton Hall University . Age 68 as of the 2024 Form 10‑K . Company performance during his tenure recently improved: 2024 total shareholder return was 63.47 with net income of $19,958 thousand and Adjusted EBITDA of $82,457 thousand; 2023 TSR was 51.28 with net loss of $17,643 thousand and Adjusted EBITDA of $65,800 thousand .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lucent Technologies / AT&T | Corporate & Securities Law; Vice President, Corporate and Securities Law and Assistant Secretary (last 4 years) | 1990–2006 | Led corporate/securities law for large-cap telecom; governance and public company disclosure execution |
| International Fight League (publicly traded) | Various executive positions | 2007–2009 | Public-company executive experience; operational and legal oversight in sports promotion |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2023 | 325,187 | 50% (Bonus Plan) | 50,000 (discretionary) | Keefe did not earn plan bonus (company missed thresholds) |
| 2024 | 360,000 (effective Apr 1, 2024) | Not disclosed (Keefe was not a 2024 NEO) | Not disclosed | Compensation program weights changed to emphasize Adjusted EBITDA |
Performance Compensation
| Metric | Weighting | 2023 Target | 2023 Actual | Payout | Vesting/Mechanics |
|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | $80.0mm | $66.7mm | 0% (below 95% threshold) | Equity plan RSUs for 2023 would have vested 25% annually if earned |
| Revenue | 25% | $759.0mm | $705.5mm | 0% (below 95% threshold) | Equity plan RSUs for 2023 would have vested 25% annually if earned |
| Free Cash Flow | 25% | $38.0mm | $3.1mm | 0% (below 95% threshold) | Equity plan RSUs for 2023 would have vested 25% annually if earned |
Notes:
- Keefe’s 2023 target incentives: Bonus Plan 50% of base; Equity Plan 80% of base (performance RSUs at target 29,527 units) . No performance RSUs were earned due to below‑threshold results .
Equity Ownership & Alignment
| As of | Total Beneficial Ownership (shares) | % of Class | RSUs countable within 60 days | Options | Ownership Policy/Compliance |
|---|---|---|---|---|---|
| Mar 1, 2024 | 85,693 | <1% | 35,420 RSUs | None disclosed for Keefe | Exec officers must hold ≥2× salary; all in compliance in 2023 and 2024 policy reaffirmed |
Additional outstanding awards and vesting:
- Unvested time-based RSUs at 12/31/2023: 31,334 ($229,365 at $7.32) .
- 2023 performance RSUs shown at target (29,527; $216,138 at $7.32) but not earned due to plan miss .
- Discretionary retention RSU grant for 2023 contributions: 10,000 units vesting 25% annually over 4 years .
- Hedging/margin transactions prohibited; company policies include hedging/pledging compliance .
Employment Terms
| Provision | Details |
|---|---|
| Severance (no change in control) | 12 months base salary ($329,400), pro‑rata annual bonus, continued vesting of equity while on severance; healthcare benefits $9,427 . |
| Severance (double trigger change in control) | 18 months base salary ($494,100) + 1.5× target bonus ($247,050); all equity awards fully vest (performance awards at target) . |
| Cause | Defined (includes misconduct, felony, breach, etc.) with limited cure rights; first‑time cure only . |
| Good Reason | Reduction in salary/targets beyond specified amounts, relocation >50 miles, material breach; 30‑day notice/cure and timely separation required . |
| Non‑compete / Non‑solicit | Compliance with confidentiality and non‑compete/non‑solicit covenants is a condition for severance; equity may continue to vest while compliant . |
| Clawback | NYSE‑compliant recoupment policy (3‑year lookback for restatements) . |
Compensation Structure Analysis
- Shift to retention/discretionary RSUs despite plan miss (10,000 RSUs to Keefe) indicates emphasis on retention over strict annual performance payout for 2023 .
- 2024 base salary increase to $360,000 raises fixed compensation; 2024 programs increased Adjusted EBITDA weighting and tightened thresholds to reinforce profitability focus .
- Company prohibits hedging (and includes pledging within policy scope), supporting alignment and reducing misalignment risk .
Say‑on‑Pay & Shareholder Feedback
- 2024 Annual Meeting: advisory vote on executive compensation approved (20,064,888 for; 531,101 against; 263,387 abstentions; broker non‑votes 2,556,656) .
- 2024 equity plan amendment increasing share reserve approved (20,091,511 for; 722,743 against; 45,122 abstentions; broker non‑votes 2,556,656) .
Performance & Track Record
- Legal leadership: provided legal opinion on S‑8 registering employee plan securities (disclosed counsel role) .
- Executive background spans public‑company legal governance and operations, contributing to disclosure rigor and governance quality .
- Company performance momentum in 2024 (TSR, net income, Adjusted EBITDA) after prior years’ profitability challenges .
Compensation Peer Group (Benchmarking context)
Archrock, CECO Environmental, CIRCOR, Columbus McKinnon, DMC Global, DXP Enterprises, Enerpac Tool Group, Forum Energy Technologies, Helix Energy Solutions, Matrix Service, MYR Group, Oceaneering International, Oil States International, The Hackett Group .
Investment Implications
- Alignment and overhang: Keefe’s equity is primarily RSUs with staged vesting; no disclosed options and anti‑hedging/pledging policies reduce misalignment and speculative pressure .
- Retention risk moderate: 2023 discretionary RSUs and severance protections (including double trigger acceleration) lower near‑term departure risk; base salary increase suggests continued role criticality .
- Trading signals: Upcoming RSU vesting may result in periodic sales for tax withholding; overall insider pressure appears limited given policy constraints and RSU‑centric mix .
- Pay‑for‑performance: 2023 plan miss yielded zero performance payout; program changes in 2024 increased profitability emphasis, which coincided with improved 2024 results—positive governance signal .