John Mega
About John S. Mega
Lead Independent Director at M-tron Industries, Inc. (MPTI). Age 72; director since 2022, serving as Lead Independent Director and chairing both the Corporate Governance and Nominating Committees, with additional memberships on the Audit and Compensation Committees . Background includes senior leadership across defense electronics: original founding member of L3 (now L3Harris), former Corporate SVP and President of L3’s Communication Systems; prior roles as President of L3’s Microwave Group, President of Narda Microwave, President of Logimetrics; CFO/VP Tactical Defense Systems at Lockheed Martin; Group Controller at Loral; and principal at Raytheon . Independence affirmed by the Board under NYSE American rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| L3 Technologies (now L3Harris) | Corporate SVP; President, Communication Systems; President, Microwave Group | 1997–2018 | Built/managing multiple divisions post-Lockheed spin; sector leadership in defense communications |
| Narda Microwave | President | Not specified | Operational leadership in RF/microwave manufacturing |
| Logimetrics, Inc. | President | Not specified | Operational leadership |
| Lockheed Martin | CFO and VP – Tactical Defense Systems | Not specified | Finance and defense systems oversight |
| Loral Corp. | Group Controller | Not specified | Financial controls and reporting |
| Raytheon Company | Principal | Not specified | Defense industry experience |
| LGL Systems Acquisition Corp. (NYSE: DFNS) | President | 2019–2021 | SPAC leadership; deal execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The LGL Group, Inc. (NYSE American: LGL) | Director | 2020–2022 | Former public company directorship; contributes to governance experience |
Board Governance
- Roles: Lead Independent Director; Chair, Corporate Governance Committee; Chair, Nominating Committee; Member, Audit and Compensation Committees .
- Independence: Board determined Mega is independent under NYSE American rules .
- Attendance: In 2024, the Board held 9 meetings; all directors attended at least 75% of Board and committee meetings on which they served; all directors standing for election attended the 2024 Annual Meeting . In 2023, Board held 6 meetings; all directors attended at least 75%; Audit met 6x; Compensation 1x; Corporate Governance 1x; Nominating 1x .
- Committee activity (2024): Audit (4 meetings); Compensation (2); Nominating (1); Corporate Governance (informal meetings throughout year) .
Fixed Compensation
- Structure (non-employee directors, effective 2025): Base annual cash retainer $10,000; restricted stock award $15,000 (granted March 21, 2025; immediate vesting); meeting fees: Board in-person $2,000, telephonic $750, committee meetings $750; annual Committee Chair cash retainers: Audit $2,000, Compensation $1,000, Corporate Governance $1,000, Nominating $1,000. Chairman and Advisor to the Chairman split a $100,000 annual cash retainer .
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 26,587 | 15,002 | 41,589 |
| 2024 | 26,000 | 15,011 | 41,011 |
Notes: 2025 restricted stock awards for directors were granted on March 21, 2025, immediately vested; fair value $15,000 under ASC 718 .
Performance Compensation
- Director equity: Annual restricted stock grants; for 2025, grants immediately vested (i.e., not performance-based) .
- Company incentive plan metrics (executive program, relevant to Mega’s Compensation Committee oversight): Short-term goals include revenue growth, EBITDA, EPS, ROE; long-term goal includes increasing total market value. Committee may add/substitute metrics such as operating income after tax, ROCE, and shareholder return .
| Incentive Component | Metrics |
|---|---|
| Short-term (annual) | Revenue growth; EBITDA; EPS; Return on Equity |
| Long-term | Total market value increase; may include shareholder return, ROCE |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Former public directorship | The LGL Group, Inc. (2020–2022) |
| SPAC role | President, LGL Systems Acquisition Corp. (2019–2021) |
| Major shareholders | Mario J. Gabelli: 223,500 shares (7.7%); Marc Gabelli: 110,643 shares (3.8%) as of April 15, 2025 |
| Related-party transactions | Company assets invested in U.S. Treasury funds managed/advised by GAMCO (affiliate of Gabelli), $10.4M balance at 12/31/2024; fees ~8 bps annually deducted at fund level . Ongoing post-spin agreements with The LGL Group: Transitional Administrative and Management Services Agreement (net $4,000/month from LGL to Mtron), Tax Indemnity and Sharing Agreement; 2024 reimbursements to LGL Group $105,000 (50% salaries/benefits) . |
Potential interlock risk: Presence of Gabelli affiliates as significant holders and fund manager relationships may present perceived influence channels; oversight resides with Audit and Corporate Governance Committees (Mega chairs Corporate Governance; Audit oversees related parties) .
Expertise & Qualifications
- Board skills matrix: Aerospace & defense industry experience; manufacturing industry experience; governance .
- Career credentials: Senior executive leadership across defense electronics; finance and operations leadership in large defense contractors .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| John S. Mega | 5,344 | <1% (outstanding shares 2,915,189 as of 4/15/2025) |
Notes: Beneficial ownership as defined by SEC rules; percent indicated as less than 1%. Insider trading filings for 2024 were timely except specified items related to CFO appointment; no delinquency noted for Mega .
Governance Assessment
-
Strengths
- Lead Independent Director with chair roles over Corporate Governance and Nominating; central in governance standards, related-party oversight, and board composition .
- Confirmed independence; consistent attendance (≥75% threshold in 2023 and 2024); active committee engagement, including Audit and Compensation oversight .
- Transparent director pay structure (cash + equity) with modest fee levels and disclosed chair retainers; equity grants disclosed under ASC 718 .
-
Watch items / potential red flags
- Hedging/pledging policy discourages but does not prohibit such practices, which can weaken alignment if used (no specific hedging/pledging by Mega disclosed) .
- Immediate vesting of 2025 director equity reduces long-term lock-in, potentially diluting ongoing alignment compared to deferred vesting regimes .
- Related-party exposure: Material assets managed by GAMCO funds (~$10.4M) and continuing LGL Group agreements; requires robust independent oversight to avoid conflicts (Audit and Corporate Governance committees handle related-party reviews; Mega chairs Corporate Governance) .
-
Shareholder signals
- Say-on-pay support: 96.9% approval at 2024 Annual Meeting, suggesting broad investor confidence in compensation oversight during period Mega served on Compensation Committee . Prior year say-on-pay approval ~99.7% (2023 meeting referencing 2022 pay) .
-
Committee process signals
- Compensation Committee uses benchmarking to median peers and performance-linked metrics (revenue, EBITDA, EPS, ROE), though no external consultant retained; independence affirmed for committee members .
Overall: Mega’s governance footprint is strong—lead independent role and committee chairs in governance and nominations bolster board effectiveness. The presence of Gabelli-related exposures requires continued vigilance; Mega’s committee positions place him at the center of conflict review and governance standards, an important factor for investor confidence .