Hendi Susanto
About Hendi Susanto
Hendi Susanto (age 51) has served on M-tron Industries, Inc.’s Board since 2022 as an independent director. He is Senior Vice President and Portfolio Manager at GAMCO Investors and previously worked in equity research at GAMCO (2007–2015), as an analyst at Silicon Laboratories (2002–2005), and in supply chain consulting at JDA Software (1998–2002). He holds a B.S. in Chemical Engineering (University of Minnesota), an M.S. in Chemical Engineering (MIT), and an MBA (Wharton) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GAMCO Investors, Inc. | Senior Vice President; Portfolio Manager | 2015–present | Finance/technology investing expertise |
| GAMCO Investors, Inc. | Analyst | 2007–2015 | Equity research |
| Silicon Laboratories | Analyst | 2002–2005 | Semiconductor industry analysis |
| JDA Software Group | Supply chain management consultant | 1998–2002 | Technology sector supply chain |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The LGL Group, Inc. | Director | 2016–2020 | Public company governance experience |
Board Governance
- Independence: Board determined Susanto is independent under NYSE American rules .
- Committee assignments: Not a member of Audit, Compensation, Corporate Governance, or Nominating Committees in 2024 ; “Committees: None” in director biography table .
- Board attendance: Board held 9 meetings in 2024; all directors attended at least 75% of Board and applicable committee meetings; all standing for election attended the 2024 Annual Meeting .
- Lead Independent Director: John S. Mega serves as Lead Independent Director .
- Committee activity levels (2024): Audit (4 meetings), Compensation (2), Nominating (1), Corporate Governance (no formal meetings; met informally) .
- Committee charters available at ir.mtron.com/governance/governance-documents .
Fixed Compensation
Director compensation structure (current):
| Component | Amount | Details |
|---|---|---|
| Base annual cash retainer | $10,000 | Paid quarterly in arrears |
| Restricted stock award | $15,000 | Granted March 21, 2025; immediate vesting |
| Board meeting (in person) | $2,000 | Per meeting |
| Board meeting (telephonic) | $750 | Per meeting |
| Committee meetings | $750 | Per meeting |
| Annual committee chair cash retainers | Audit $2,000; Compensation $1,000; Corporate Governance $1,000; Nominating $1,000 | Not applicable to Susanto (not a chair) |
| Chairman/Advisor to Chairman retainer | $100,000 (split between Chairman and Advisor) | Post 9/20/2023 arrangement |
Hendi Susanto – non-employee director pay (year-over-year):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $20,837 | $15,250 |
| Stock Awards ($) | $15,002 | $15,011 |
| Total ($) | $35,839 | $30,261 |
Performance Compensation
- Director equity grants: Annual restricted stock awards; 2025 director award vested immediately; no performance conditions disclosed for director grants .
- Company’s executive performance metrics (framework for pay-for-performance analysis): | Category | Metrics | |---|---| | Short-term company goals | Revenue growth; EBITDA; earnings per share; return on equity | | Long-term company goals | Increase total market value; committee may add measures (e.g., operating income after tax, ROCE, stockholder return) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company directorships | The LGL Group, Inc. (2016–2020) |
| Potential interlocks/conflicts | Company holds balances in U.S. Treasury funds managed/advised by GAMCO; $10.4M (2024) and $2.8M (2023); approx. 8 bps annual fee deducted in fund NAV. Audit/Corporate Governance oversight of related-party transactions per policy . Susanto is a GAMCO executive (potential perceived conflict) . |
Expertise & Qualifications
- Financial expertise; M&A; public company governance; technology/semiconductor exposure; portfolio management and equity research background .
- Education: University of Minnesota (B.S. Chemical Engineering); MIT (M.S. Chemical Engineering); Wharton (MBA) .
Equity Ownership
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Beneficial ownership – shares | 6,093 | 6,495 |
| Ownership % of shares outstanding | <1% (outstanding shares 2,798,579) | <1% (outstanding shares 2,915,189) |
| Vested vs. unvested | Not broken out for director holdings | |
| Options/derivatives | Not disclosed for Susanto | |
| Pledged shares | No pledging disclosed; company discourages pledging (no prohibition) |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: ~96.9% of votes cast in favor .
- 2025 Annual Meeting vote results (Item 5.07):
- Directors (including Susanto): Hendi Susanto For 1,101,599; Withheld 43,973; Broker Non-votes 970,677 .
- Say-on-pay: For 1,090,624; Against 44,985; Abstain 9,963; Broker Non-votes 970,677 .
Governance Assessment
- Independence and attendance: Independent; met minimum 75% attendance threshold in 2024; attended Annual Meeting; supports baseline governance expectations .
- Committee engagement: Not on any standing committees in 2024, limiting committee-level influence (Audit/Compensation/Nominating/Corporate Governance) .
- Compensation alignment: Modest director cash retainer and small equity award; 2024 total director comp of $30,261 for Susanto; equity for directors not performance-conditioned; executive pay metrics include revenue/EBITDA/EPS/ROE and market value goals .
- Ownership alignment: Small personal stake (<1%); no pledging disclosed; company discourages hedging/pledging but does not ban it .
- Related-party oversight: Company treasury balances managed by GAMCO (where Susanto is an executive); RPTs subject to policy and committee oversight—investors may monitor ongoing GAMCO relationships for perceived conflicts .
- Shareholder support: Strong say-on-pay support (96.9% in 2024) and 2025 affirmative votes; indicates shareholder confidence in compensation governance overall .
RED FLAGS to monitor
- No committee assignments for Susanto (reduced direct influence on audit/compensation/nominating practices) .
- GAMCO-related investment activity while Susanto is a GAMCO executive (perceived conflict potential despite oversight) .
- Hedging/pledging not prohibited (policy discourages but allows), which can weaken alignment if used; no Susanto-specific hedging/pledging disclosed .