Constantine Petropoulos
About Constantine Petropoulos
Constantine (“Gus”) Petropoulos is Senior Vice President – Administration and General Counsel at Park Aerospace Corp. (NYSE: PKE), rejoining the company on February 10, 2025; he is 47 years old as listed among executive officers in the FY 2025 Form 10‑K . He previously served as Park’s SVP & General Counsel from September 2014 to May 2021, and held legal leadership roles at Hughes Hubbard & Reed (Partner, 2021–2024), Scientific Games (Managing Counsel, 2011–2014), Coca‑Cola HBC (Senior Corporate Counsel, 2007–2011), and Latham & Watkins (2002–2007); he holds a BA in Economics & Government (St. Lawrence University) and a JD (University of Pennsylvania Law School) . Company performance context during FY 2023–FY 2025: cumulative TSR of $140.61, $113.90, and $125.74 respectively, Net Income of $10.731M, $7.473M, and $5.882M, and Adjusted EBITDA of $11.459M, $10.989M, and $11.649M, as disclosed in Park’s pay‑versus‑performance table (company level) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Park Aerospace Corp. | Senior Vice President – Administration and General Counsel | Feb 10, 2025–present | CEO emphasized immediate impact (“three dozen matters” in first week), indicating broad legal and administrative leadership . |
| Park Aerospace Corp. | Senior Vice President & General Counsel | Sep 2014–May 2021 | Senior legal leadership for corporate governance, compliance, and transactions (role designation) . |
| Park Aerospace Corp. | Vice President & General Counsel | Sep 4, 2014–May 7, 2019 (promoted to SVP) | Corporate legal oversight (role designation) . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hughes Hubbard & Reed LLP | Partner | May 2021–Jul 2024 | Partner at prominent New York law firm (press release description) . |
| Scientific Games Corporation | Managing Counsel | Oct 2011–Sep 2014 | Corporate counsel for gaming technology company (role designation) . |
| Coca‑Cola HBC S.A. (Greece) | Senior Corporate Counsel, Finance & Strategic Development | Sep 2007–Oct 2011 | Senior in‑house counsel supporting finance/strategy (role designation) . |
| Latham & Watkins LLP | Attorney / Senior Associate | Oct 2002–Aug/Sep 2007 | Large‑firm corporate legal practice (role designation) . |
| Education | BA (Economics & Government), JD | — | St. Lawrence University (BA); University of Pennsylvania Law School (JD) . |
Fixed Compensation
- Park has no individual employment agreements for executives, and compensation for named executive officers is composed of base salary, discretionary annual cash bonus, stock option grants, profit sharing contributions, and modest perquisites; the company states compensation decisions are subjective, not formulaic, and do not use pre‑set performance targets .
- Perquisites are limited (e.g., company‑provided automobiles); Park offers profit sharing under its ERISA‑qualified Employees’ Profit Sharing and 401(k) Retirement Savings Plan at Board‑determined discretionary levels, subject to Code limits .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Determination | Vesting |
|---|---|---|---|---|---|
| Company results of operations (gross margins, operating income, net income, EBITDA) | Discretionary (no fixed weights) | No pre‑set targets | Assessed qualitatively by CEO/Committee | Discretionary cash bonus decisions by Compensation Committee | Equity compensation via stock options; no RSUs/PSUs; options vest 25% one year after grant and 25% on each anniversary; 10‑year term . |
Equity Ownership & Alignment
- Equity program design: Park grants only stock options (no RSUs/PSUs), with exercise prices at or above fair market value on grant; options vest 25% one year after grant and 25% annually thereafter, expiring 10 years after grant; exercise price adjustments reflect special dividends paid historically .
- Insider filings for Petropoulos (2025):
- Form 4 filed April 23, 2025 (reports changes in beneficial ownership; officer relationship listed) .
- Form 4 filed July 18, 2025 (issuer approved option grant effective June 16, 2025; filing notes timing of notification) .
- Form 4 filed October 27, 2025 (lists derivative securities “Right to buy” options showing standard 25% initial exercisability followed by 25% on each of three anniversaries; entries include options expiring 06/18/2034 and 06/16/2035 with disclosed exercise prices) .
- Stock ownership guidelines: Park discloses director stock ownership guidelines (≥1,000 shares); executive officer ownership guidelines are not disclosed in the proxy .
- Insider trading policy: Park maintains insider trading policies and procedures (current memorandum dated May 19, 2022) governing transactions by directors, officers, and employees .
Employment Terms
- Employment status: At‑will; Park has no employment, severance, or change‑of‑control agreements with its executive officers .
- Change‑of‑control equity provisions:
- 2002 Stock Option Plan: all outstanding options become fully exercisable upon a Change in Control .
- 2018 Stock Option Plan: if successor/acquirer assumes or substitutes options, accelerated vesting occurs only upon involuntary termination without Cause or voluntary termination for Good Reason within one year of Change in Control (double trigger); if not assumed/substituted, the Stock Option Committee may take actions to accelerate vesting .
- Clawbacks, non‑compete, non‑solicit, garden leave: No specific clawback policy or restrictive covenants are disclosed in proxy materials; executives participate in standard benefit plans; Park does not offer non‑qualified deferred compensation plans .
Company Performance Context (FY basis)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Cumulative TSR (Value of $100) | $140.61 | $113.90 | $125.74 |
| Net Income ($USD Thousands) | $10,731 | $7,473 | $5,882 |
| Adjusted EBITDA ($USD Thousands) | $11,459 | $10,989 | $11,649 |
Investment Implications
- Alignment and leverage: Petropoulos’ compensation is equity‑centric via stock options, directly tying value to shareholder outcomes; absence of RSUs/PSUs reduces guaranteed value and keeps incentives performance‑sensitive through option delta/vega .
- Retention and entrenchment risk: At‑will employment and lack of severance/multiples lower entrenchment and reduce fixed termination costs; double‑trigger vesting under the 2018 Plan appropriately balances retention in the event of a transaction .
- Pay‑for‑performance structure: Park’s discretionary approach without pre‑set targets (bonuses/options sized subjectively to overall results) limits mechanical payout risk, but provides less transparency versus target‑based plans; investors should monitor qualitative inputs and actual outcomes disclosed annually .
- Trading/vesting watch‑outs: Option grants typically vest over four years; monitor Form 4s around vesting anniversaries for tax withholding or sales that could create short‑term supply pressure, while noting 10‑year expirations and fair‑market strike policy .