Mitchell Goldsteen
About Mitchell Goldsteen
Executive Chairman of Shimmick Corporation; age 51; director since 2021; elected Chairman in January 2023 and Executive Chairman in November 2023. Career began at Alex, Brown & Sons, followed by roles at The Carlyle Group, Credit Suisse First Boston, and Merrill Lynch; BBA from the University of Wisconsin–Madison . Shimmick reported fiscal 2024 revenue of $480M with $822M backlog and $100M liquidity entering 2025 ; fiscal 2023 revenue was $633M with Adjusted EBITDA of $30M and $1.1B backlog , reflecting portfolio transition toward higher-margin water infrastructure projects . As Executive Chairman, Goldsteen presides over Board and shareholder meetings while governance maintains separate CEO and Lead Independent Director roles to balance oversight .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MariTrace Ltd | Director | May 2014–present | Oversees UK-based software/data provider in commodities and supply chain |
| eqhq inc. | Founder & CEO | Apr 2021–present | Built e-commerce equipment auction platform; operating executive experience |
| Oroco FMG | Manager | Feb 2017–Jun 2021 | Investment/management role; portfolio execution |
External Roles
| Organization | Role | Years |
|---|---|---|
| MariTrace Ltd | Director | May 2014–present |
| eqhq inc. | Founder & CEO | Apr 2021–present |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 400,005 | 400,005 |
| Bonus ($) | – | – |
| Stock/Option Awards ($) | – | – |
| Non-Equity Incentive ($) | – | – |
| All Other Compensation ($) | – | – |
| Total ($) | 400,005 | 400,005 |
Notes: “–” indicates none reported. Values per 2025 Proxy Summary Compensation Table .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Not applicable for Executive Chairman | – | – | – | None | – |
| Equity Awards (RSUs/PSUs) | Not applicable for Executive Chairman | – | – | – | None | – |
| Stock Options | Not applicable for Executive Chairman | – | – | – | None | – |
No performance-based awards reported for Mr. Goldsteen in FY2023–FY2024 . Anti-hedging/pledging prohibitions apply to directors and certain senior officers .
Equity Ownership & Alignment
| Holder | Beneficial Shares | % Outstanding | Voting/Dispositive Power | Pledging/Hedging |
|---|---|---|---|---|
| Mitchell B. Goldsteen (indirect via GOHO, LLC) | 21,520,975 | 62.6% (out of 34,370,871) | Shared voting and dispositive power over all GOHO shares | Company policy prohibits pledging and hedging by directors and certain senior officers |
- Goldsteen is the sole managing member of GOHO and may be deemed to beneficially own all GOHO shares due to shared voting/dispositive power .
- A Form 4 was filed by Mr. Goldsteen on April 18, 2025 (details not provided in the proxy) .
Employment Terms
- Severance / Change-of-Control: “Our NEOs are not party to any agreement providing for payments or severance at, following, or in connection with any termination or change in control,” which includes Mr. Goldsteen as an NEO .
- Benefits/Perquisites: Participation in standard employee benefits; executives receive employer-paid executive life/AD&D (up to $2M) and long-term disability (60% up to $25,000/month) .
- Insider Trading / Hedging: Pre-clearance required for directors; blackout periods enforced; Rule 10b5-1 plans permitted per policy; anti-hedging/pledging prohibition in effect .
Board Governance
- Role: Executive Chairman; presides over Board and shareholder meetings; no standing committee memberships .
- Independence Structure: CEO and Chair roles separated; Lead Independent Director appointed when Chair is non-independent (Mr. Kravitz to serve as Lead Director following the 2025 Annual Meeting) .
- Controlled Company: SHIM is a Nasdaq “controlled company” due to majority voting power. Post-2025 Annual Meeting, the company will rely on the exemption from the requirement that a majority of the Board be independent, though CHC and Governance Committees remain fully independent .
- Committees: Audit, CHC (Compensation & Human Capital), Governance, and Special Committee; 2024 committee members all independent; meetings held: Audit (7), CHC (7), Governance (4), Special (27) .
- Attendance: Each director attended 100% of Board (12) and committee meetings in 2024 .
- Director Compensation (non-employee): Cash retainer $90,000; Lead Director +$25,000; Committee chair/member fees; annual RSU retainer $150,000; example FY2024 director compensation table provided for non-employee directors .
Track Record, Value Creation, Execution Risk
- IPO completed November 2023; fiscal 2023 revenue $633M and Adjusted EBITDA $30M; backlog $1.1B .
- Fiscal 2024: revenue $480M; backlog $822M; liquidity $100M entering 2025; transformation plan aimed at stronger balance sheet and lower-risk portfolio .
- Governance actions: establishment of Special Committee tied to credit and strategic transactions with AECOM/BHSI; oversight of budget, asset sales, and certain compensation matters .
- Leadership transitions: CEO retirement (Dec 2, 2024) with structured transition; CFO departure (June 18, 2024) with separation and transition arrangements .
Compensation Structure Analysis
- Cash vs Equity Mix: Executive Chairman pay was entirely fixed salary in FY2023–FY2024; no bonus, RSUs, or options, indicating minimal variable incentive linkage for the role .
- Governance Safeguards: CHC Committee fully independent; policies against hedging/pledging and equity grant timing around filings; independent Lead Director to balance Executive Chairman authority .
- Controlled Company Dynamics: Post-2025 reliance on majority-independent board exemption may modestly weaken board independence optics, though compensation and governance committees remain independent .
Related Party Transactions
- Policy: Audit Committee (or disinterested directors) must pre-approve related party transactions >$120,000; conflicts require recusal; policy detailed in Code of Ethics .
- Significant Shareholder: AECOM holds 19.5% as of April 22, 2025 and had transactions overseen by the Special Committee (credit/share issuance) .
Equity Ownership & Alignment Details
| Item | Detail |
|---|---|
| Total beneficial ownership | 21,520,975 shares via GOHO (Goldsteen controls sole managing member) |
| Ownership % | 62.6% of 34,370,871 shares outstanding (as of April 22, 2025) |
| Voting/Dispositive | Shared voting and dispositive power over GOHO-held shares |
| Pledging/Hedging | Prohibited for directors/senior officers per policy |
| Vested/Unvested breakdown | Not disclosed for Goldsteen (no reported RSUs/options) |
Board Service History and Dual-Role Implications
- Board Service: Director since 2021; Chairman since Jan 2023; Executive Chairman since Nov 2023; committees: none .
- Dual-Role Implications: Executive Chairman plus controlling shareholder increases influence over strategy and governance; mitigated by separation of CEO role, appointment of Lead Independent Director, and fully independent CHC/Governance Committees .
Investment Implications
- Alignment: Extremely high equity ownership (62.6%) aligns Goldsteen with long-term value creation and limits short-term selling pressure; anti-hedging/pledging policy further aligns incentives .
- Incentive Structure: Executive Chairman compensation is fixed salary without variable performance pay, suggesting governance reliance on board oversight rather than incentive-linked pay for this role .
- Governance Risk/Control: Controlled company status and post-2025 reliance on board independence exemption may elevate governance risk; however, independent CHC/Governance Committees, Lead Independent Director, and 100% meeting attendance support oversight quality .
- Execution: 2024 transformation and liquidity build, backlog, and focus on water infrastructure are positives; leadership transitions were structured with clear agreements; ongoing Special Committee oversight of strategic transactions adds discipline .