Antonio Calisto Pato
SPAR GroupAbout Antonio Calisto Pato
Antonio Calisto Pato, age 46, has served as Chief Financial Officer, Secretary, and Treasurer of SPAR Group since February 27, 2023. He holds a combined 5‑year undergraduate and law degree from Portugal, a post‑graduate degree in Tax from Lisbon Business School, a Master of Advanced Studies in International Tax Law from Leiden University (Netherlands), and an MBA from UNC Kenan‑Flagler; prior roles include CFO positions at Earth Shoes and interim CFO at Street Trend, and leadership posts at Chiquita Brands International (2011–2021), Cemex (Switzerland), and PwC (Luxembourg) . Company performance context: SPAR’s Total Shareholder Return (SEC-defined) was 157.72 in 2024 and 87.83 in 2023; reported Net Income was $2.687 million in 2024 and $4.776 million in 2023 . In Q3 2025, management (including the CFO) highlighted net revenues of $41.4 million, consolidated gross margin of 18.6% vs. 22.3% a year ago, SG&A discipline targeting ~$6.5 million per quarter, working capital focus amid higher receivables, and amended/extended ABL facilities for flexibility .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Earth Shoes | Chief Financial Officer | Not disclosed | Directed finance, accounting, treasury, tax functions |
| Street Trend | Interim Chief Financial Officer | Not disclosed | Led interim finance transformation |
| Chiquita Brands International | Increasing leadership roles | 2011–2021 | Finance and operational leadership across international businesses |
| Cemex (Switzerland) | Financial/business leadership | Not disclosed | International finance and operations experience |
| PwC (Luxembourg) | Financial/business leadership | Not disclosed | Professional services foundation in finance/tax |
External Roles
No public-company directorships or committee roles disclosed for Antonio Calisto Pato .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | $264,815 | $342,708 |
| Actual cash bonus paid ($) | $0 | $288,244 |
| Option and RSU compensation ($) | $0 | $0 |
| All other compensation ($) | $4,000 | $4,800 |
| Total compensation ($) | $268,815 | $635,752 |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| PSUs (75,758 units granted on April 3, 2023) | Company achieves ≥70% of budgeted 2023 Global EBIT | Not disclosed | 70% of budgeted 2023 Global EBIT | Met (determined March 31, 2024) | 100% of PSUs vested | One-year performance period; vested April 3, 2024 |
| Annual Management Bonus | Company- and individual-specific operating goals (profit, revenue, value creation) | Not disclosed | Not disclosed | Not disclosed | Paid in subsequent year | Annual cycle, criteria approved by Compensation Committee |
Additional equity grants and vesting:
- Inducement RSU award ($150,000 FMV) granted in connection with CFO appointment; RSUs vested March 10, 2024; company elected share settlement on April 9, 2024 (no exercise price) .
Plan mechanics relevant to future awards:
- 2025 Stock Compensation Plan authorizes RSUs and NQSOs; time-based RSUs/Options for officers typically vest ratably over 1–3 years (default 3), with immediate full vesting upon an “Extraordinary Event” (e.g., certain mergers, 50%+ acquisition, dissolution/liquidation) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 117,188 common shares (as of Dec 31, 2024) |
| Ownership as % of outstanding | Less than 1% (outstanding shares 23,446,444) |
| Vested vs. unvested equity | No options outstanding; 2023 PSUs fully vested (April 3, 2024); inducement RSUs vested March 10, 2024 with share settlement elected April 9, 2024 |
| Options – exercisable/unexercisable | None outstanding for CFO (0/0 at 12/31/24) |
| Pledging/hedging | Plan restricts transferability/pledging absent Compensation Committee consent; no pledging by CFO disclosed |
| Ownership guidelines | Not disclosed |
| Section 16 compliance | One late Form 4 filing noted and subsequently remedied |
Employment Terms
- Employment start: February 27, 2023 (CFO, Secretary, Treasurer) .
- At-will employment; participates in standard benefits (401(k), healthcare; car allowance, life/LTD insurance as part of “other compensation”) .
- Change-of-Control Severance Agreement (COCSA): Double-trigger severance—requires a CIC plus termination without Cause or resignation for Good Reason within the “Protected Period.” Severance equals 1× annual salary (CFO falls in “others” category) plus the maximum bonus paid in either of the prior two years; term is 36 months with daily auto-extensions unless non-renewed; Protected Period extends to the term or 24 months post-CIC. Good Reason includes certain duty/compensation changes, loss of independence following CIC, or CEO departure (for non-CEO executives) .
- Equity treatment on Extraordinary Event: All outstanding awards vest in full; RSUs settled in cash or stock at the company’s option; vested options exercisable per plan terms .
- Clawback: Compensation recoverable upon material noncompliance leading to financial restatement tied to Awardee misconduct/fault, consistent with applicable law and company policy .
Compensation Structure Analysis
- Mix shift: CFO pay in 2023–2024 was predominantly cash (salary + annual bonus), with equity realized via a one-time inducement RSU and performance PSUs; the Summary Compensation Table reflects $0 for option/RSU comp in both years, suggesting minimal GAAP equity expense recognition for CFO in that period .
- Performance linkage: 2023 PSUs tied to EBIT threshold (≥70% of budget); vesting confirmed, indicating payout aligned to profitability goals; the company did not grant PSUs in 2024, reducing near-term equity vest pressure .
- Equity plan provisions: 2025 Plan removes repricing discretion and standardizes vesting windows (1–3 years), with immediate vesting on Extraordinary Events, potentially increasing equity value realization on transactions (alignment but also potential windfall risk) .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Company Net Income ($) | $4,776,000 | $2,687,000 |
| Total Shareholder Return (SEC methodology) | 87.83 | 157.72 |
Q3 2025 operational highlights (context for CFO execution):
- Net revenues: $41.4 million; U.S. and Canada net revenues +28.2% YoY (comparable basis) .
- Consolidated gross margin: 18.6% vs. 22.3% YoY; mix shift to remodeling weighed on margins .
- CFO priorities: SG&A discipline (~$6.5 million per quarter target, excluding one‑time items), positive cash flow and working capital discipline; accounts receivable and operating cash usage increased alongside revenue growth and a large retail program; ABL facilities amended/extended to enhance balance sheet flexibility .
Board Governance (for context)
Antonio Calisto Pato is an executive officer (not a director); the company’s Compensation Committee consists of independent “Super Independent Directors,” oversees executive pay plans and equity awards, and annually reassesses its charter . Executive officer roster and at-will status are disclosed; executives have COCSAs .
Investment Implications
- Alignment: Modest direct share ownership (117,188 shares; <1%) and realized PSUs/RSUs create some alignment, but CFO’s cash-heavy pay mix in 2023–2024 suggests limited ongoing equity risk exposure versus peers; absence of options reduces forced selling risk from exercises .
- Vesting/pressure: 2023 PSUs and inducement RSUs vested in early 2024; with no 2024 PSUs granted to CFO and options at zero, near-term insider selling pressure appears muted; future RSU grants under the 2025 Plan could create periodic vest-driven supply depending on settlement choice (cash vs stock) .
- Retention/CIC economics: Double-trigger COCSA at 1× salary + max recent bonus provides baseline retention; equity awards accelerate on Extraordinary Events, increasing transaction payouts and potentially aligning management with deal outcomes, though windfall optics bear monitoring .
- Execution risk: Margin compression from mix, elevated receivables tied to program management, and SG&A targets underscore operational discipline needs; ABL amendments support liquidity but highlight focus on working capital; these are key levers overseen by the CFO .