Stuart V. Flavin III
About Stuart V. Flavin III
Stuart V. Flavin III, age 58, has served as a director of MultiSensor AI Holdings, Inc. (MSAI) since 2023 and was appointed interim Chief Executive Officer on November 26, 2024 and interim President on January 6, 2025; as of October 1, 2025, Asim Akram is President and CEO, indicating Flavin’s interim CEO/President tenure ended before that date . He holds a B.S. in Chemical Engineering from the University of Rochester (magna cum laude) and an M.B.A. from Harvard Business School, with a background in innovation, operations, and program management across industrial and consumer sectors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Healthier Cleaning Innovations | Chief Operating Officer | Mar 2016 – Jul 2022 | Operational leadership scaling the business |
| Healthier Cleaning Innovations | Chief Executive Officer | Apr 2018 – Aug 2019 | CEO oversight and strategy execution |
| N12 Technologies, Inc. | Chief Operating Officer | Jan 2015 – Mar 2018 | Operations and program execution |
| Procter & Gamble – Global Shave Care | VP of Innovation | Jul 2009 – Oct 2012 | Innovation strategy and roadmap planning |
| Procter & Gamble – Blades & Razors | VP of Global Operations | Jan 2006 – Jun 2009 | Global operations leadership |
| McKinsey & Company | Partner and co-lead Operations Practice | Prior to 2006 (dates not specified) | Operational excellence across industrials |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Healthier Cleaning Innovations | Director | Jun 2014 – Jun 2015 | Board oversight |
| N12 Technologies, Inc. | Director | Oct 2012 – Aug 2019 | Board governance |
Board Governance
- Independence status: Not independent (Board independence list does not include Flavin; he served as an executive officer during 2024–2025) .
- Committee assignments: None; he is not listed on Audit, Compensation, or Nominating & Corporate Governance committees .
- Board attendance: In 2024, the Board met four times and all incumbent directors attended at least 75% of Board and applicable committee meetings; directors also attended the most recent annual meeting .
- Board leadership: Chair and CEO roles separated; David Gow (independent) serves as Chairman of the Board; executive sessions of independent directors held at least twice a year .
- Compensation committee practices: Comprised of independent directors; retained FW Cook as independent consultant in 2024 .
Fixed Compensation
| Component | 2024 | 2025 Letter Agreement (effective Feb 7, 2025) |
|---|---|---|
| Base salary | $75,000 (for interim CEO role in 2024) | $300,000 annual base salary |
| Director cash retainer | $30,000 (non-employee director period in 2024) | Not applicable while serving as executive |
| Reimbursement | — | Approx. $6,000 for IT expenses |
Notes:
- Non-employee director compensation structure: $40,000 cash and RSUs that immediately vest; as of March 28, 2025, directors could elect all equity or vary cash/equity mix ($0/$80k equity, $20k cash/$60k equity, or $40k cash/$40k equity) .
Performance Compensation
| Award Type | Grant Date | Quantity/Terms | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSU Award | Feb 7, 2025 (per letter agreement) | 67,300 shares under the 2023 Incentive Award Plan | Subject to plan and agreement terms; specific schedule not disclosed | Not disclosed for Flavin’s award |
| Director RSUs (non-employee director period) | 2024 | $40,000 grant-date fair value (immediately vesting RSUs) | Immediate vesting (director RSUs) | Not performance-based (standard director equity) |
Program-level provisions (corporate-wide):
- Clawback policy adopted per Nasdaq’s Dodd-Frank rules for executive officers; applies to erroneously awarded incentive compensation upon a qualifying restatement .
- Insider trading policy prohibits hedging transactions in company equity .
- Incentive plan permits performance goals across financial and operating metrics; change-in-control treatment provides for full vesting if awards are not assumed .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Healthier Cleaning Innovations | Private | Director | None disclosed with MSAI |
| N12 Technologies, Inc. | Private | Director | None disclosed with MSAI |
- Item 404 related-party transactions: None involving Flavin disclosed; 8-K confirms no disclosable transactions for Flavin under Item 404(a) .
Expertise & Qualifications
- Education: B.S. Chemical Engineering (University of Rochester, magna cum laude); M.B.A. Harvard Business School .
- Technical/operational expertise: Innovation strategy, program management, global operations; executive leadership experience in manufacturing and industrial tech; prior consulting (McKinsey) focused on operational excellence .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Stuart V. Flavin III | 85,818 | <1% | As of April 15, 2025; includes any shares acquirable within 60 days, if applicable |
- Vested vs. unvested breakdown: Not disclosed for Flavin in the outstanding awards table (table covers other executives) .
- Pledging/hedging: Hedging prohibited by policy; no pledging disclosed for Flavin .
Governance Assessment
- Independence and board effectiveness: Flavin’s simultaneous service as director and interim CEO/President during 2024–2025 removes independent status and may constrain committee eligibility; he is not on any board committees, which mitigates some conflict risk but limits direct oversight contributions through committee work .
- Engagement and attendance: Board/committee attendance thresholds met in 2024; annual meeting attendance confirmed, supporting engagement signals .
- Incentive alignment: Executive RSU award (67,300 shares) adds equity exposure; however, no disclosed performance conditions specific to Flavin’s award; director RSUs immediately vest, reducing long-term lock-in relative to performance-based equity .
- Compensation structure risk: Company-wide plan allows repricing of stock options/SARs without shareholder approval, a governance sensitivity point; the company has a clawback policy and hedging prohibition which positively support alignment and risk mitigation .
- Related-party exposures: No Item 404 related-party transactions involving Flavin disclosed; broader related-party history is concentrated around other insiders (Strahan, Gow, Ryan) and financing structures; none specific to Flavin .
- Leadership transition: By October 1, 2025, Asim Akram is CEO/President, indicating Flavin’s interim leadership ended; current Form D lists Flavin as executive officer and director, so he remains non-independent as of mid-November 2025 .
Overall signal: Strong operating pedigree and active interim leadership, but current non-independence and absence from committees temper direct governance oversight; equity-based pay exists yet lacks disclosed performance conditions for his RSU grant, while corporate policies (clawback/hedging ban) support investor alignment. Repricing authority under the plan is a governance red flag to monitor for any future application .