Peter Mandel
About Peter Mandel
Peter Mandel, 40, is General Counsel of 374Water (SCWO) and has served since August 19, 2024. He holds a J.D. from Stanford Law School and a B.A. with honors from UC Berkeley; prior roles include General Counsel at HALO Precision Diagnostics (2022–2024) and Head of Corporate Legal at Olema Oncology (2020–2022), following earlier practice at Latham & Watkins and Cooley. Company performance context during 2022–2024 shows cumulative TSR falling from 100 (2022 baseline) to 50 (2023) and 24 (2024), with 2024 revenues of $0.45M (down 40% YoY) and a net loss of $12.43M, underscoring execution and scale-up risks relevant to pay-for-performance frameworks he operates under .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| HALO Precision Diagnostics | General Counsel | 2022–2024 | Led legal function, risk mitigation, business transactions, and governance; advised on operations and capital initiatives . |
| Olema Oncology (public) | Head of Corporate Legal | 2020–2022 | Instrumental in IPO and subsequent public filings, governance and securities compliance, and equity programs . |
| Latham & Watkins LLP | Attorney | Not disclosed | Advised public/private tech and biotech companies on strategic and capital markets transactions . |
| Cooley LLP | Attorney | Not disclosed | Represented high‑profile public and private companies across strategic and capital markets matters . |
Fixed Compensation
| Component | 2024 Detail |
|---|---|
| Base salary | $225,000 initial, increased to $300,000 in Nov 2024 per employment agreement . |
| Target annual bonus | 50% of base salary (Mandel Annual Bonus) . |
| Actual bonus paid (2024) | $50,000 (partial-year) . |
Performance Compensation
Equity award design and vesting mechanics (NEO grants in 2024)
| Instrument | Grant size | Exercise price | Metrics/vesting | Cadence |
|---|---|---|---|---|
| Options – time-based | 247,775 | $1.03 | 25% on 1st anniversary; remainder vests monthly over 36 months, service-based . | Aug 19, 2025 cliff; then monthly for 36 months . |
| Options – performance-based | 247,775 | $1.03 | 50% vests upon achievement of Operating Profit; 50% vests upon achieving revenue target of $100M by end of FY2028; revenue portion begins vesting once annual revenue ≥$15M with proportional vesting by fiscal-year revenue % of $100M; vest dates Jan 31, 2026–2029 based on prior-year results . | Annual vest on Jan 31 through 2029 if conditions met . |
| RSUs – time-based | 247,775 | n/a | Same time-based schedule as options (25% at 1 year, then monthly) . | Aug 19, 2025 cliff; then monthly for 36 months . |
| RSUs – performance-based | 247,775 | n/a | Same 50% Operating Profit / 50% Revenue ($100M by FY2028; starts at $15M; proportional vest by fiscal-year revenue %); Jan 31 vest cadence . | Annual vest on Jan 31 through 2029 if conditions met . |
Performance metrics table (for 2024 performance-linked awards)
| Metric | Weighting | Target/definition | Status (as of 12/31/2024) | Payout mechanics | Vesting timing |
|---|---|---|---|---|---|
| Operating Profit | 50% | Company achieves Operating Profit (as defined in agreements) . | Reported at “target” in SEC disclosure framework; not yet earned . | 50% of performance-linked options/RSUs vest upon achievement . | On achievement; RSU/option tranches vest per plan cadence . |
| Revenue scale | 50% | $100M revenue by FY2028; begins vesting at ≥$15M revenue; vest proportionate to annual revenue as % of $100M . | Reported at “threshold” levels; not yet earned as of 2024 . | Remaining 50% of performance-linked awards vest pro‑rata by year vs. $100M . | Jan 31 of following year through 2029 . |
Notes: The company generated $0.45M revenue in 2024 and a net loss of $12.43M; performance condition attainment will depend on future commercialization/scale .
Equity Ownership & Alignment
| As of date | Total beneficial ownership | % of outstanding | Breakdown |
|---|---|---|---|
| Oct 21, 2025 | 270,286 shares | “*” (less than 1%) | 155,823 common; 16,200 warrant shares (exercisable); 67,106 options (exercisable or within 60 days); 31,157 RSUs vesting within 60 days . |
Additional alignment/governance:
- Insider trading policy prohibits short sales and hedging/monetization transactions (e.g., collars, forwards) by directors, officers and employees, supporting alignment; pledging not specified in the cited policy .
- Board minimum ownership policy requires directors (not executives) to acquire and hold $50,000 of shares; this policy applies to Board members only .
Employment Terms
| Term | Detail |
|---|---|
| Start date/role | Effective August 19, 2024 – General Counsel . |
| Base salary | $225,000 initially; increased to $300,000 in Nov 2024 post capital raise . |
| Target bonus | 50% of base salary; objectives set annually with CEO . |
| Equity awards | 495,550 RSUs and 495,550 options: 61,943 cliff at 1 year, 185,832 monthly over 36 months, 247,775 performance-linked (Operating Profit and Revenue scale) . |
| Severance (no cause/Good Reason) | 6 months base salary; 6 months medical/health/vision benefits; any earned but unpaid bonus; if separation on/after first anniversary: pro‑rated bonus based on actual performance and accelerated vesting as if employed through six months after separation date . |
| Change‑of‑control (plan-level) | 2021 Equity Plan allows, at Committee discretion upon a change in control, full exercisability/vesting or cashout of awards; not an automatic single/double‑trigger in proxy; award treatment may be accelerated at discretion . |
| Clawback | Nasdaq‑compliant policy to recover erroneously awarded incentive‑based compensation from Section 16 officers upon specified restatements, regardless of fault . |
Compensation Structure Analysis
| Year | Salary | Cash bonus | Stock awards (RSUs) | Option awards | Total |
|---|---|---|---|---|---|
| 2024 | $96,023 | $50,000 | $510,417 | $336,974 | $993,414 |
| (Amounts reflect partial-year service and grant‑date fair values under ASC 718) . |
Key takeaways:
- Equity-heavy mix: 85%+ of 2024 reported compensation was equity-based (RSUs+Options) with explicit performance linkages to Operating Profit and multi‑year revenue scaling to FY2028, aligning upside to company execution milestones .
- No evidence of repricing/modification of underwater awards; standard time‑based and performance‑based structures with long-dated vesting to 2029 .
- Compliance and governance: Clawback policy in place; hedging prohibited; say‑on‑pay occurs triennially (next in 2027) .
Risk Indicators & Red Flags (Context)
- Company-level risks that can influence realizability of performance awards: material weaknesses in internal control over financial reporting; going‑concern warnings tied to capital needs; and Nasdaq listing compliance challenges, with the Board later soliciting approval for a 1‑for‑8 to 1‑for‑20 reverse split to regain bid-price compliance .
- Section 16 compliance: one Form 3 for Mr. Mandel was filed one day late due to administrative delay (2024) .
Investment Implications
- Alignment and incentives: Mandel’s package is heavily equity‑linked, with 50% of performance equity tied to achieving Operating Profit and 50% to revenue milestones scaling to $100M by FY2028. This structure tightly couples compensation to commercialization and scale milestones that are central to SCWO’s thesis .
- Retention dynamics: A 12‑month cliff followed by monthly vesting for time‑based awards, plus multi‑year performance vesting to 2029, promotes continuity; severance at 6 months base and benefits (with limited acceleration after year one) is moderate, not “golden‑parachute” rich .
- Potential stock supply overhang events: Cliff and ongoing monthly vests (beginning Aug 19, 2025) create periodic taxable events that can increase transaction activity, though there is no evidence of pledging and hedging is prohibited .
- Execution risk to payouts: 2024 revenue was $0.45M and net loss $12.43M; substantial step‑ups in revenue/operating profit are required for performance-vesting, amid capital-raising and listing‑compliance pressures (including reverse split authorization), which can affect equity value and probability‑weighted payouts .