Michelle Lohmeier
About Michelle Lohmeier
Michelle J. Lohmeier, age 62, has served as an independent director of Mistras Group since 2019. She operates her own consulting firm (since April 2021) and previously served as Strategic Advisor to the CEO of Spirit AeroSystems upon retiring in 2019 as SVP & GM of Airbus Programs (role held since June 2015). Earlier, she held multiple senior roles at Raytheon (VP Land Warfare Systems; Program Director for Standard Missile‑6; Production Chief Engineer for AMRAAM; Director of Software Engineering). She holds both bachelor’s and master’s degrees in systems engineering from the University of Arizona .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spirit AeroSystems | SVP & GM, Airbus Programs | June 2015–2019 | Led Airbus programs; post-retirement served as Strategic Advisor to CEO |
| Raytheon Company | VP, Land Warfare Systems | Not disclosed (prior to 2015) | Oversaw development/production of Army & USMC missile programs |
| Raytheon Company | Program Director, Standard Missile‑6 | Not disclosed | Directed design, development, production implementation for U.S. Navy |
| Raytheon Company | Production Chief Engineer, AMRAAM | Not disclosed | Led production engineering |
| Raytheon Company | Director, Software Engineering (Missile Systems) | Not disclosed | Responsible for software dev, quality, configuration management |
| Hughes Aircraft Company | System Test Engineer | Career start (date not disclosed) | Early career engineering role |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kamen Corporation | Director | 2020–2024 (company sold) | Audit, Governance, Finance Committees |
| Smith & Wesson | Director | Not disclosed | Compensation, Sustainability, Audit Committees |
| Nammo Inc. | Consultant | Since 2020 | Advisory engagements |
| Lohmeier Consulting (self) | Principal | Since April 2021 | Strategic advisor to Spirit AeroSystems CEO |
Board Governance
- Independence: The Board determined in Feb 2025 that Lohmeier is independent under NYSE rules (5 of 7 directors are independent) .
- Committee assignments (Mistras): Chair of the Compensation Committee; members James Forese and Richard Glanton served with her in 2024 .
- Lead Independent Director: James Forese, who also chairs the Corporate Governance Committee .
- Attendance and engagement: In 2024, the Board held 4 meetings; each director attended at least 75% of Board and committee meetings, and all directors attended the 2024 annual meeting .
- Governance oversight: The Corporate Governance Committee oversees conflicts and related person transactions; the Audit Committee oversees financial reporting, internal controls, and cybersecurity .
| Meetings (2024) | Count |
|---|---|
| Board of Directors | 4 |
| Audit Committee | 7 |
| Compensation Committee | 4 |
| Corporate Governance Committee | 4 |
| Environmental, Social & Safety Committee | 4 |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (quarterly retainer + committee chair fees) | $102,500 | Director cash program was $22,500 per quarter ($90,000 annually); committee chairs received additional quarterly fees (Audit: $3,875; other committees: $3,125) |
| Stock awards | $110,000 | Semi‑annual grants of $55,000 totaling $110,000; valued at grant‑date fair value under ASC 718 |
| Total | $212,500 | Sum of cash and stock awards |
| 2025 Director Program | Amount | Notes |
|---|---|---|
| Cash retainer | $100,000 | $25,000 per quarter |
| Annual stock grant | $115,000 | Granted immediately after 2025 annual meeting |
| Compensation Committee Chair fee | $3,825 per quarter | Chair premium (same as Audit Chair) |
Performance Compensation
- Committee oversight: As Compensation Committee Chair, Lohmeier led the design and administration of annual cash and equity incentive plans, engaged Pay Governance LLC for benchmarking and peer review, and oversaw CEO/Executive Chair compensation decisions .
- Incentive plan metrics and weights (applied to both cash and equity plans in 2024): Emphasis shifted to profitability, increasing Adjusted EBITDA weight and reducing Free Cash Flow weight .
| 2024 Incentive Plans | Adjusted EBITDA (60%) | Revenue (25%) | Free Cash Flow (15%) |
|---|---|---|---|
| Annual Cash Incentive | 60% | 25% | 15% |
| Equity Incentive Plan | 60% | 25% | 15% |
| 2025 Change | Prior | New | Rationale |
|---|---|---|---|
| Adjusted EBITDA payout threshold | 90% of target | 95% of target | Further emphasize profitability |
Timing and form: Options are generally not used; only two grants to Executive Chair Manny Stamatakis in the past decade, timed post‑disclosure of material non‑public information. Performance RSU target pricing is based on average trading price after year‑end results are released .
Other Directorships & Interlocks
| Company | Interlock/Overlap | Committee Linkage | Notes |
|---|---|---|---|
| Smith & Wesson | None disclosed with Mistras | Compensation, Sustainability, Audit (at S&W) | No related party transactions disclosed at Mistras involving Lohmeier |
| Kamen Corporation | None disclosed with Mistras | Audit, Governance, Finance (at Kamen) | Service ended upon sale of company in 2024 |
- Compensation Committee interlocks: None; no member served as an officer of Mistras, and no cross‑board relationships requiring disclosure .
Expertise & Qualifications
- Degrees: BS and MS in Systems Engineering (University of Arizona) .
- Industry: Deep aerospace and defense operational leadership (Spirit AeroSystems, Raytheon), software engineering oversight, large‑scale program management .
- Board value-add: The Board cites her aerospace expertise and operational leadership as aligned with Mistras’ strategic growth areas and technology development initiatives .
Equity Ownership
| Holder | Beneficial Shares | Percent of Class | Basis |
|---|---|---|---|
| Michelle J. Lohmeier | 77,914 | <1% (asterisked in proxy) | 31,032,045 shares outstanding as of Feb 28, 2025 |
- Director stock ownership guidelines: Non‑employee directors must hold all shares awarded during the prior three years; all directors were in compliance .
- Hedging/shorting/margin prohibitions: Directors are prohibited from trading derivatives on company stock, short selling, buying on margin, or entering hedging transactions .
Governance Assessment
- Board effectiveness: Lohmeier chairs a fully independent Compensation Committee that employs clear, profitability‑focused metrics (Adjusted EBITDA, revenue, FCF) across cash and equity plans, and tightened the EBITDA payout threshold for 2025—signals stronger pay‑for‑performance and discipline .
- Independence and oversight: Her independent status, combined with robust committee charters (conflicts oversight via Corporate Governance Committee; financial reporting and cybersecurity oversight via Audit) supports investor confidence in governance processes .
- Director alignment: Balanced director pay mix ($102.5k cash, $110k equity in 2024) and compliance with holding requirements enhance alignment; hedging/shorting/margin prohibitions reduce misalignment risk .
- Conflicts and related party exposure: No related person transactions disclosed involving Lohmeier; notable related party items involve the late founder and the Executive Chair, but none implicate her. The presence of formal RPT approval procedures mitigates risk .
- Attendance and engagement: ≥75% meeting attendance and participation in a Board that met regularly, with all directors attending the annual meeting, indicates satisfactory engagement .
Red flags (none specific to Lohmeier):
- HQ lease with entity majority‑owned by late founder; family employment arrangements; and Executive Chair’s benefits consulting affiliation (no fees paid by Mistras in 2024)—these are monitored under the RPT policy, but do not involve Lohmeier .