Charles Krebs
About Charles Krebs
Charles Krebs, age 42, is Chief Financial Officer, Treasurer, and Corporate Secretary of Old Market Capital Corporation (OMCC), appointed on June 19, 2024. He previously spent 18 years at Peter Kiewit Sons, Inc., most recently as Senior Manager of Treasury, overseeing cash management, forecasting, currency and commodity risk mitigation, and investment compliance; he holds a Bachelor’s degree in Finance from Hillsdale College . Company performance during his tenure period includes disclosure of pay-versus-performance metrics: cumulative TSR and net income, which frame incentive alignment for executives .
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Net Income (USD Millions) | $(34.10) | $20.80 | $(5.15) |
| Value of $100 Investment (TSR) | $58.16 | $63.95 | $89.32 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Peter Kiewit Sons, Inc. | Sr. Manager of Treasury | Apr 2018 – Jun 2024 | Led treasury operations: corporate cash management, cash forecasting, currency/commodity risk mitigation, investment performance and compliance . |
| Peter Kiewit Sons, Inc. | Treasury/Finance roles | Oct 2006 – Mar 2018 | Progressive finance roles supporting a multibillion-dollar engineering and construction company . |
External Roles
No external directorships or board committee roles for Mr. Krebs are disclosed in the proxy or filings reviewed .
Fixed Compensation
| Component | Terms | FY 2025 Actual |
|---|---|---|
| Base Salary | $190,000 for first 12 months; $200,000 for months 13–24; initial term to Jun 19, 2026 | $141,038 |
| Target Bonus % | Not disclosed (committee retained discretion) | N/A |
| Bonus Paid (Cash) | Discretionary bonus per employment agreement | $30,000 |
| Stock Awards | Equity awards permitted under 2015 Omnibus Incentive Plan (up to 750,000 shares reserved) | $20,000 (grant date fair value) |
| All Other Compensation | Benefits/perquisites (modest) | $10,921 |
| Total Compensation | — | $201,959 |
As of March 31, 2025, none of the Named Executive Officers (including Mr. Krebs) held outstanding option or stock awards; awards granted during FY2025 were not outstanding at year-end .
Performance Compensation
For FY 2025, OMCC did not pay non‑discretionary incentive bonuses to Mr. Krebs, and the Compensation Committee retained sole discretion to pay discretionary bonuses as stipulated in employment agreements .
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus (Discretionary) | Company/individual performance (discretionary) | Not disclosed | Not disclosed | $30,000 cash | N/A |
| Equity Awards | Time/performance-based awards permitted under Plan | Not disclosed | Not disclosed | $20,000 grant date fair value in FY2025 | None outstanding at 3/31/25 |
OMCC’s Omnibus Incentive Plan and Performance Unit Program include change‑of‑control and termination vesting mechanics (see Employment Terms), but no specific FY2025 performance calibration (e.g., revenue growth, EBITDA, TSR percentiles) was disclosed for Mr. Krebs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 10,306 shares of Common Stock (less than 1%) |
| Shares Outstanding (Record Date) | 6,753,625 shares |
| Ownership as % of Outstanding | Approx. 0.15% (computed from disclosed figures) |
| Vested vs. Unvested | No outstanding stock/option awards at FY-end; therefore no unvested awards |
| Options | None outstanding/exercisable at FY-end |
| Pledging | No pledging disclosure; Company has anti‑hedging policy |
| Hedging | Prohibited under Insider Trading Policy |
| Ownership Guidelines | Not disclosed for executives |
Insider activity and Section 16 compliance:
- Form 3 due June 19, 2024 (appointment) filed late on September 18, 2024 .
- Form 4 for a purchase dated September 3, 2024 filed September 17, 2024 (late filing) .
Employment Terms
| Term | Details |
|---|---|
| Start Date | June 19, 2024 |
| Initial Term | Through June 19, 2026 |
| Base Salary Schedule | $190,000 (months 1–12); $200,000 (months 13–24) |
| Bonus Structure | Discretionary bonuses at Compensation Committee’s sole discretion |
| Severance (Termination without Cause) | Cash equal to remaining base pay for the remainder of the term plus current cash value of minimum bonus amounts for the term; full value of any unvested shares/options paid in cash; unvested awards revert to Company |
| Change-of-Control – Plan Treatment | If awards assumed/substituted: immediate vesting upon termination within one year post‑CoC; if not assumed: options vest and are cancelled for value; restricted stock vests; performance shares deemed earned at target pro‑rated for elapsed days |
| Performance Unit Program | If CoC during performance period: converts to time‑vested restricted stock at target; if after period: converts based on actual performance; acceleration upon termination without cause or good reason within 24 months; if not assumed, accelerates at target/actual respectively |
| Non‑Compete | During the term, Mr. Krebs will not compete as described in proscribed activities; scope beyond term not disclosed |
| Non‑Solicit / Garden Leave | Not disclosed |
| Auto‑Renewal | Not disclosed (explicit for Radabaugh; not for Krebs) |
| Clawback | Company maintains a Clawback Policy compliant with NASDAQ Rule 10D‑1 |
| Hedging | Prohibited by policy |
| Pension/SERP | Company does not provide pension arrangements or similar benefits |
Investment Implications
- Alignment and insider signals: Krebs’ personal share purchase (Form 4) indicates alignment; however, his ownership is modest (~0.15% of outstanding) which limits direct downside exposure, and late filings represent a minor governance lapse to monitor .
- Pay-for-performance posture: FY2025 variable pay was discretionary with no disclosed formulaic performance metrics; equity awards were not outstanding at year-end, which tempers long-term incentive alignment versus strict PSU frameworks; committee philosophy emphasizes pay-for-performance, but disclosures show limited quantified metrics for the CFO in FY2025 .
- Retention and severance economics: The severance construct pays remaining base and minimum bonus cash value for the term plus cash for unvested equity, which could be costly in a termination scenario; non-compete during term reduces immediate poaching risk but post-term restrictions are not disclosed .
- Change-of-control dynamics: Plan-level double-trigger acceleration within one year (and 24 months under the Performance Unit Program) can create potential overhang in M&A scenarios; however, awards must exist to trigger value, and none were outstanding at FY-end, reducing near-term CoC acceleration risk for the CFO .
- Company performance context: TSR improved through FY2025 ($89.32 on a $100 base), but net income turned negative (–$5.15M), suggesting execution risk in achieving profitable growth; bonus discretion vs. formulaic targets warrants close tracking as financials evolve .
Overall, Krebs presents a traditional CFO incentive structure with modest equity alignment, discretionary short-term incentives, and standard NASDAQ‑compliant hedging/clawback governance. Monitor future grant cadence, any adoption of explicit PSU metrics (e.g., EBITDA/ROE/TSR), insider trading cadence, and updates to employment terms for retention/CoC economics.