Petros Kitsos
About Petros Kitsos
Independent director of MultiSensor AI Holdings, Inc. (MSAI) since 2023; age 59. Kitsos is an ex–bulge-bracket banker with a 16-year career at Salomon Brothers/Salomon Smith Barney/Citigroup leading Global Defense & Aerospace, Western Region M&A, and co-heading the Los Angeles office, followed by principal roles in strategic advisory and family investing. He holds a B.A. from Hamilton College (Phi Beta Kappa), an M.B.A. with honors from Harvard Business School, and attended St. Antony’s College, Oxford . The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TBL Companies, LLC | Managing Principal | Since Sep 2006 | Strategic services leader |
| KT Family Trust | Co-Founder & Trustee | Since Jul 2004 | Private investment trust governance |
| Citigroup / Salomon Smith Barney / Salomon Brothers | Head of Global Defense & Aerospace; Head of Western Region M&A; Co-Head, Los Angeles office | 16 years (dates not specified) | Sector leadership (defense/aerospace); M&A execution |
External Roles
| Organization | Role | Election/Service Dates | Status |
|---|---|---|---|
| Sonnedix Power Holdings Ltd. | Director | Elected Dec 2014 | Current |
| Northrop Grumman Federal Credit Union | Director | Elected Nov 2018 | Current |
| Maritime Tactical Systems, Inc. | Director | Elected Sep 2021 | Current |
| St. Stefanos Greek Orthodox Community, Inc. | Director | Elected Jan 2023 | Current |
| PrecisionHawk, Inc. | Director | Sep 2016–Apr 2018 | Prior |
| Aries I Acquisition Corp. (NASDAQ: RAM) | Director | Feb 2021–Jul 2021; participated in IPO and target diligence | Prior |
Board Governance
| Committee | Membership | Chair Role | Notes |
|---|---|---|---|
| Audit Committee | Member | — | Audit committee financial expert |
| Compensation Committee | Member | — | Independent under Nasdaq compensation standards |
| Nominating & Corporate Governance Committee | Member | Chair | Leads board composition, evaluations, succession |
- Independence: Determined independent under Nasdaq rules .
- Board attendance: Board met 4 times in 2024; all incumbent directors attended at least 75% of Board and committee meetings . Audit/Comp/Nominating committees each met 4 times; all members attended at least 75% .
- Executive sessions: Independent directors meet privately on a regular schedule (no less than twice per year) .
- Leadership structure: Independent Chairman (David Gow) separate from interim CEO (Stuart V. Flavin III) .
- Nomination status: Standing for election for 2025–2026 term .
Fixed Compensation
| Component | 2024 Amount (USD) | Vesting/Structure | Notes |
|---|---|---|---|
| Cash retainer | $40,000 | Earned quarterly | Non-employee director compensation |
| Stock awards (RSUs) | $40,000 | Immediately vest | Grant-date fair value under ASC 718 |
| Total | $80,000 | — | — |
- As of March 28, 2025, directors may elect compensation mix: (i) 100% equity; (ii) $20,000 cash + $60,000 equity; or (iii) $40,000 cash + $40,000 equity; equity valued at prior-day close .
- Director compensation cap: Plan limits annual director compensation (cash + grant-date fair value of equity) to $750,000, up to $1,000,000 in the initial year or while serving as Board chair/lead independent director .
Performance Compensation
| Performance-Linked Component | Detail | Source |
|---|---|---|
| Performance metrics tied to director pay | None disclosed; director RSUs immediately vest and are time-based | Proxy |
| 2023 Incentive Award Plan performance criteria (plan-wide, may apply to awards generally) | Potential metrics include revenue/sales, net income, margins, cash flow, ROA/ROE, TSR, market share, regulatory/commercial milestones, debt levels, etc. (absolute or relative) | Plan |
Other Directorships & Interlocks
| Company | Relationship to MSAI | Potential Interlock/Conflict |
|---|---|---|
| Sonnedix Power Holdings Ltd.; Northrop Grumman Federal Credit Union; Maritime Tactical Systems, Inc.; St. Stefanos Greek Orthodox Community, Inc. | External boards | No MSAI-related transactions disclosed with these entities in the proxy’s related-party section |
Expertise & Qualifications
- Audit committee financial expert under Item 407(d)(5) of Regulation S-K .
- Sector expertise in aerospace, defense, and electronics; extensive strategy and advisory experience over 30 years .
- Education: B.A., Hamilton College (Phi Beta Kappa); M.B.A., Harvard Business School (with honors); attended St. Antony’s College, Oxford .
- M&A and board experience across public and private companies, including SPAC diligence and IPO participation .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Petros Kitsos | 18,518 | <1% | Based on 33,337,581 shares outstanding as of Apr 15, 2025 |
| Hedging policy | Prohibits directors, officers, employees from hedging company equity (e.g., collars, swaps) | — | Alignment-enhancing policy |
- Vested vs. unvested: Director RSUs immediately vest; no unvested director RSUs are indicated for Kitsos in the proxy .
- Pledging: No pledging disclosure for Kitsos; hedging prohibited by policy .
Governance Assessment
-
Strengths
- Triple-committee engagement (Audit, Compensation, Nominating) with chair role in Nominating—signals high governance involvement .
- Audit committee financial expert designation—bolsters financial oversight .
- Independence affirmed; regular executive sessions and separate independent chair/CEO enhance board effectiveness .
- Attendance at least 75% across board and committees; expectation of annual meeting attendance met by all directors .
-
Potential risks and monitoring points
- 2023 Incentive Award Plan permits option/SAR repricing or cash exchange without shareholder approval—a shareholder-unfriendly provision to monitor in compensation governance .
- Significant outside ownership concentration (e.g., 325 Capital at 28.2%) may influence governance dynamics; ensure continued independence and robust committee oversight .
- Extensive external commitments (multiple boards) warrant ongoing review of attendance and engagement; 2024 attendance met minimum thresholds (≥75%) .
-
Related-party/Conflict checks
- No related-party transactions involving Kitsos disclosed for 2023–2025; audit committee oversees related-party review under written policy .
-
Policy signals
- Clawback policy applies to executive officers (not directors) upon qualifying restatements—positive for pay-for-performance culture at the executive level .
- Insider trading policy with hedging prohibition—positive alignment safeguard .
Overall: Kitsos brings deep sector and financial expertise, chairs the governance committee, and is an audit committee financial expert—collectively supportive of board effectiveness and investor confidence. Monitor potential pressure from option/SAR repricing provisions at the plan level and sustain engagement/attendance as the board downsizes from seven to five members .