Steve Guidry

About Steve Guidry

Steve Guidry is General Counsel and Corporate Secretary of MultiSensor AI Holdings, Inc. (MSAI), serving in this role since 2020; he is 67 years old as of April 25, 2025. His background includes an AAS and BS in Industrial Engineering/Industrial Technology from Lamar University and a JD from the University of Texas at Austin. Prior to joining MSAI (Legacy ICI), he was a solo legal practitioner (2013–2020) and earlier a partner at Germer Gertz, LLP (2001–2012) . MSAI’s common stock closed at $0.88 on April 15, 2025; recent company fundamentals show revenue rising in 2024 versus 2023 while EBITDA remains negative .

MSAI annual fundamentals:

Values marked with an asterisk were retrieved from S&P Global.

Past Roles

External Roles

• None disclosed; no public company directorships or external board roles are listed for Guidry in the latest proxy/10-K/S-1 .

Fixed Compensation

• Steve Guidry is not a “named executive officer” (NEO) in the 2024 Summary Compensation Table, and his base salary, target bonus, and cash compensation are not disclosed in the 2025 DEF 14A .
• He served as a director in 2023 but did not receive additional compensation for director service (no director fees beyond the standard policy that year) .

Performance Compensation

• RSUs/PSUs/Options: No specific equity grant details (sizes, dates, vesting, or performance metrics) are disclosed for Guidry in the proxy. The company’s 2023 Incentive Award Plan governs equity awards broadly (RSUs, PSUs, options), but Guidry-specific grants are not itemized .
• Clawback: Company-wide clawback policy applies to executive officers upon qualifying financial restatements per Nasdaq Rule 10D-1 .
• Hedging: Hedging of company stock is prohibited for directors, officers, and employees under the Insider Trading Compliance Policy .

Equity Ownership & Alignment

• Individual beneficial ownership for Steve Guidry is not presented in the Security Ownership table; only NEOs, directors, >5% holders, and the “all directors and executive officers as a group” line are shown .
• All current executive officers and directors as a group (10 individuals) beneficially own 3,785,942 shares (11.4%) .
• Hedging prohibited; the proxy does not explicitly state a pledging prohibition or executive stock ownership guidelines .

Employment Terms

• Role start date and tenure: General Counsel since April 2020; Corporate Secretary since July 2020 .
• Indemnification: Company has indemnification agreements with each director and executive officer, which may be broader than Delaware law .
• Non-compete/Severance: The proxy describes non-competition and severance constructs for certain executives (e.g., Winch and Baird: one-year non-compete; termination mechanics) but does not disclose Guidry’s employment agreement terms (non-compete, severance, change-of-control) specifically .
• Equity Plan Change-of-Control: Unassumed awards under the 2023 Incentive Award Plan accelerate upon a Change in Control (fully vested/exercisable), subject to plan and Section 409A constraints .

Compensation Structure Observations

• Equity plan share reserve increase: Board seeks to add 3,400,000 shares to the 2023 Incentive Award Plan (total 6,440,486), increasing future equity grant capacity and potential dilution .
• Repricing flexibility: The plan allows option/SAR repricing or exchange for lower exercise prices without stockholder approval—often viewed as a governance red flag if used imprudently .
• Compensation consultant: FW Cook engaged by the Compensation Committee in 2024 for benchmarking and best practices .

Investment Implications

• Alignment: Hedging prohibitions and company-wide clawback improve incentives alignment and accountability for executive officers . Lack of disclosed individual ownership or equity award detail for Guidry limits visibility into his personal alignment.
• Dilution and incentive intensity: Planned increase of 3.4M shares under the equity plan suggests continued use of equity for retention/incentives; monitor grant cadence and dilution against performance .
• Governance risk: The plan’s repricing provision lowers risk for option holders and can weaken shareholder alignment if applied without strict performance gates .
• Retention/contract risk: Guidry’s specific severance, change-of-control terms, and ownership guidelines are not disclosed—opacity raises analytical uncertainty around retention levers and payout economics .
• Performance backdrop: Revenues increased in 2024 vs. 2023 while EBITDA remains negative; sustained execution in scaling SaaS and sensors is needed to justify equity-heavy incentives and to improve TSR from a low base ($0.88 as of April 15, 2025) . See table above for fundamentals.

Notes

• Where individual data for Steve Guidry was not disclosed in the proxy/filings, items are omitted or identified as not disclosed.
• Fundamentals table includes values from S&P Global where citations were not available; see asterisked entries.