DEF 14A of M-tron Industries, Inc.
Filed Apr 30, 2026 · FY20250001437749-26-014017
Director Nominees
Director Nominees Biographical summaries and ages of our directors and nominees, and the experiences and skills that led to the conclusion that such persons should serve as directors, are set forth in the table below. Information with respect to the shares of common stock beneficially owned by each of our directors and nominees is set forth in the section titled "Ownership of Certain Beneficial Owners and Management" on page 36. All such information has been furnished to us by our directors and nominees. There are no arrangements or understandings between any of our directors and any third person pursuant to which a director was selected to serve on the Board. There are no family relationships between any of our directors, or between any of our directors and officers.
Director Nominees
| IVAN ARTEAGA, Independent | | | | | | Age | Director Since | Committees | Other Current and Former Public Company Directorships | Skills, Experiences, and Qualifications | | 57 | 2022 | None | The LGL Group, Inc. (2019 - 2022) | Financial Expertise | | | | | | CEO Experience | | | | | | Governance | | Career Highlights | | | | | | Mr. Arteaga currently serves as Director of Brick Skirt Holdings, Inc. (2014 to present), an owner of rural local exchange carrier DFT Communications; Managing Member of Arteaga Investment Management Group, LLC (2008 to present), a registered investment advisor; Portfolio Manager of Arteaga Global Partners LP (2007 to present), a global equity investment partnership; and Managing Member and Chief Investment Officer of Arteaga Capital Management, LLC (2006 to present), an investment manager to alternative global investment funds and provider of equity research services. Previously, Mr. Arteaga served as Chief Financial Officer and Interim Chief Executive Officer of The LGL Group, Inc. (2022 to 2023 and 2020 to 2021, respectively), a holding company engaged in services, merchant investment, and manufacturing business activities; Portfolio Manager of GAMCO Investors, Inc. (1994 to 2006), a diversified asset manager and financial services company; and Vice President - Equity Research (1992 to 2002), a provider of institutional research and broker services. Mr. Arteaga holds a Bachelor of Science in Accounting from Boston College and a Master of Business Administration from Columbia University's School of Business. | | | | |
Director Nominees
| MARC GABELLI, Co-Chairman | | | | | | Age | Director Since | Committees | Other Current and Former Public Company Directorships | Skills, Experiences, and Qualifications | | 58 | 2022 | None | Alpha G Investment Management Inc. (formerly Teton Advisors, Inc.) (2019 - Present) | Financial Expertise | | | | | LICT Corporation (2019 - Present) | CEO Experience | | | | | Associated Capital Group, Inc. (2017 - Present) | Manufacturing Industry | | | | | Gabelli Merger Plus+ Trust Plc (2017 - Present) | Mergers and Acquisitions | | | | | The LGL Group, Inc. (2004 - Present) | Governance | | | | | LGL Systems Acquisition Corp. (2019 - 2021) | | | Career Highlights | | | | | | Mr. Gabelli currently serves as Interim Chief Executive Officer of Alpha G Investment Management Inc. (formerly Teton Advisors, Inc.) (2024 to present), a mutual fund manager; Executive Chairman of The LGL Group Inc. (2026 to present), a holding company engaged in services, merchant investment, and manufacturing business activities; President and Managing Director, and a Board member of GGCP, Inc. and subsidiaries (1999 to present and 1994 to present, respectively), an investment management firm with financial services subsidiaries; and President, Chief Executive Officer, and Portfolio Manager of Gabelli Securities International Ltd. (1994 to present), a manager of hedge fund portfolios. Previously, Mr. Gabelli served as Chief Executive Officer and Co-Chief Executive Officer of The LGL Group, Inc. (2022 to 2026); Chief Executive Officer of LGL Systems Acquisition Corp. (2019 to 2021), a special purpose acquisition company; and President of Associated Capital Group, Inc. (2015 to 2016), an asset management firm. Mr. Gabelli holds a Bachelor of Arts in Economics from Boston College, a Master of Liberal Arts in Government from Harvard University, and a Master of Business Administration from the Massachusetts Institute of Technology. | | | | |
Director Nominees
| DAVID M. GOLDMAN, Independent | | | | | | Age | Director Since | Committees | Other Current and Former Public Company Directorships | Skills, Experiences, and Qualifications | | 52 | 2022 | None | Teton Advisors, Inc. (2021 - 2022) | Financial Expertise | | | | | | Mergers and Acquisitions | | | | | | Governance | | Career Highlights | | | | | | Mr. Goldman currently serves as General Counsel of Associated Capital Group, Inc. (2021 to present) and General Counsel and Senior Vice President - Business Development of GAMCO Asset Management, Inc. (2011 to present), an institutional and private wealth management company. Previously, Mr. Goldman held various senior legal, compliance and business roles at Deutsche Asset Management, Inc. (1998 to 2011), the asset management division of Deutsche Bank. Mr. Goldman also serves on the Board of Advisors of the Earl Monroe New Renaissance Basketball School in the Bronx, New York and is an Adjunct Professor of Law at Fordham University School of Law. Mr. Goldman holds a Bachelor of Science in Accounting from Indiana University - Bloomington, a Master of Laws from Georgetown University School of Law, and a Juris Doctor from the University of Maryland School of Law. | | | | |
Director Nominees
| ROBERT (ROB) V. LAPENTA, JR., Independent | | | | | | Age | Director Since | Committees | Other Current and Former Public Company Directorships | Skills, Experiences, and Qualifications | | 57 | 2022 | Audit (Chair) | IronNet, Inc. (2021 - 2023) | Aerospace and Defense Industry | | | | Compensation | The LGL Group, Inc. (2020 - 2021) | Financial Expertise | | | | Corporate Governance | TherapeuticsMD, Inc. (2012 - 2020) | Mergers and Acquisitions | | | | Nominating | Revolution Lighting Technologies, Inc. (2012 - 2016) | Governance | | Career Highlights | | | | | | Mr. LaPenta currently serves as Partner of Aston Capital Management (2011 to present), an alternative asset management firm of the LaPenta family office focusing on direct and co-investments. Previously, Mr. LaPenta served as Vice President - Mergers and Acquisitions and Corporate Strategy of L-1 Identity Solutions, Inc. (2007 to 2011), a provider of technology, products, systems and solutions, and services to the U.S. Government; Managing Director and Co-Head of Equity Trading at Bank of American Securities, LLC (1994 to 2007), an investment bank; and Senior Associate at Coopers and Lybrand LLP (1991 to 1994), a professional services firm. Additionally, Mr. LaPenta currently sits on the Audit Committee of the St. David's School New York City and was a Board Observer of ARKA. Mr. LaPenta holds a Bachelor of Arts in Accounting and Finance from Boston College. | | | | |
Director Nominees
| BEL LAZAR, Co-Chairman | | | | | | Age | Director Since | Committees | Other Current and Former Public Company Directorships | Skills, Experiences, and Qualifications | | 65 | 2022 | Audit | The LGL Group, Inc. (2019 - 2022) | Aerospace and Defense Industry | | | | Compensation (Chair) | | CEO Experience | | | | Corporate Governance | | Manufacturing Industry | | | | Nominating | | Mergers and Acquisitions | | | | | | Governance | | Career Highlights | | | | | | Mr. Lazar currently serves as Chief Executive Officer of EPC Space LLC (2020 to present), a high reliability, wide-gap power management technology company and Chief Operations Officer and a member of the Board of Directors of Efficient Power Conversion Corporation (2015 to present), a leading provider of gallium nitride ("GaN")-based power management technology. Previously, Mr. Lazar served as President and Chief Executive Officer of Spectrum Control (formerly API Technologies Corp.) (2012 to 2015), a manufacturer of reliable, high-performance technologies for powering and conditioning radio frequency and microwave signals; Senior Vice President - Operations of Microsemi Corporation (2008 to 2011), a provider of semiconductor and system solutions for aerospace and defense, communications, data center and industrial markets; and Vice President and General Manager of Aerospace and Defense at Infineon Technologies AG (formerly International Rectifier) (2003 to 2008), a semiconductor manufacturing company. Mr. Lazar holds a Bachelor of Science in Engineering from the California State University, Northridge, a Master of Science in Computer Engineering from the University of Southern California, and a Juris Doctor from Southwestern University School of Law. | | | | |
Director Nominees
| JOHN S. MEGA, Lead Independent Director | | | | | | Age | Director Since | Committees | Other Current and Former Public Company Directorships | Skills, Experiences, and Qualifications | | 73 | 2022 | Audit | The LGL Group, Inc. (2020 - 2022) | Aerospace and Defense Industry | | | | Compensation | | Manufacturing Industry | | | | Corporate Governance (Chair) | | Governance | | | | Nominating (Chair) | | | | Career Highlights | | | | | | Mr. Mega served as President of LGL Systems Acquisition Corp. (2019 to 2021). Additionally, Mr. Mega was an original founding member of L3 Technologies, which merged with Harris Technologies to become L3Harris Technologies, Inc. (NYSE: LHX). Mr. Mega built and managed several divisions at L3 since its formation in 1997 after spinning off from Lockheed Martin. Prior to his retirement in 2018, he was a corporate Senior Vice President and President of L3’s Communication Systems, one of the four L3 major business segments. Earlier in his career, he had been President of L3’s Microwave Group, President of Narda Microwave, President of Logimetrics, Inc., Chief Financial Officer and Vice President - Tactical Defense Systems of Lockheed Martin Corp.; Group Controller at Loral Corp. and a principal at Raytheon Company (NYSE: RTN). | | | | |
Director Nominees
| HENDI SUSANTO, Independent | | | | | | Age | Director Since | Committees | Other Current and Former Public Company Directorships | Skills, Experiences, and Qualifications | | 52 | 2022 | None | The LGL Group, Inc. (2016 - 2020) | Financial Expertise | | | | | | Manufacturing Industry | | | | | | Mergers and Acquisitions | | | | | | Governance | | Career Highlights | | | | | | Mr. Susanto currently serves as Senior Vice President and a Portfolio Manager of GAMCO Investors, Inc. and subsidiaries (2015 to present), a diversified asset manager and financial services company. Previously, Mr. Susanto served as an analyst of GAMCO Investors, Inc. (2007 to 2015); an analyst at Silicon Laboratories (2002 to 2005), a fabless global technology company that designs and manufactures semiconductors and other silicon devices and software; and a supply chain management consultation in the technology sector at JDA Software Group (1998 to 2002), a supply chain management company. With deep expertise at the intersection of finance and technology, Mr. Susanto specializes in portfolio management, equity research, due diligence, conducting comprehensive analyses of growth opportunities, technology companies, end-markets, and M&A transactions. Mr. Susanto holds a Bachelor of Science in Chemical Engineering from the University of Minnesota, a Master of Science in Chemical Engineering from the Massachusetts Institute of Technology, and a Master of Business Administration from The Wharton School at the University of Pennsylvania. | | | | |
Director Compensation
Director Compensation
Non-Employee Director Compensation
Non-Employee Director Compensation 2025 Compensation Structure The following table describes the compensation structure for our Board:
Non-Employee Director Compensation
| | $ | | Base Annual Retainer | | | Cash Retainer (1) | 10,000 | | Restricted Stock Award (2) | 15,000 | | Per Meeting Cash Compensation | | | Board Meeting (in person) | 2,000 | | Board Meeting (telephonic) | 1,000 | | Committee Meetings | 1,000 | | Annual Chairman Cash Retainer (1) (3) | 100,000 | | Annual Committee Chair Cash Retainers (1) | | | Audit Committee | 2,000 | | Compensation Committee | 1,000 | | Corporate Governance Committee | 1,000 | | Nominating Committee | 1,000 |
Non-Employee Director Compensation
| (1) Payable in four equal installments each quarter in arrears of service for the preceding quarter. |
Non-Employee Director Compensation
| (2) Granted on March 21, 2025 with immediate vesting. |
Non-Employee Director Compensation
| (3) The Chairman of the Board and the Special Advisor to the Chairman split equally the annual cash retainer of $100,000. |
Non-Employee Director Compensation
The following table sets forth information with respect to compensation earned by or awarded to each non-employee director who served on the Board during the fiscal year ended December 31, 2025:
Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards (1) ($) | Total ($) | | Ivan Arteaga | 18,250 | 15,031 | 33,281 | | Marc Gabelli | 66,000 | 15,031 | 81,031 | | David M. Goldman | 19,000 | 15,031 | 34,031 | | Robert V. LaPenta, Jr. | 28,500 | 15,031 | 43,531 | | Bel Lazar | 78,250 | 15,031 | 93,281 | | John S. Mega | 28,250 | 15,031 | 43,281 | | Hendi Susanto | 19,000 | 15,031 | 34,031 |
Non-Employee Director Compensation
| (1) These shares were granted under the Amended 2022 Plan and reflect the grant date fair value of restricted stock awards granted in 2025 determined in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718, Compensation - Stock Compensation ("ASC 718"), based on the closing price of Mtron common stock on the date of the grant. |
Non-Employee Director Compensation
2026 Compensation Structure In April 2026, the Compensation Committee recommended to the Board a revised compensation structure for Mtron's non-employee directors for the year ending December 31, 2026. The following table describes the revised compensation structure:
Non-Employee Director Compensation
| | $ | | Base Annual Retainer | | | Cash Retainer (1) | 10,000 | | Restricted Stock Award (2) | 20,000 | | Per Meeting Cash Compensation | | | Board Meeting (in-person and telephonic) | 2,000 | | Committee Meetings | 1,000 | | Annual Chairman Cash Retainer (1) (3) | 100,000 | | Annual Committee Chair Cash Retainers | | | Audit Committee | 5,000 | | Compensation Committee | 3,000 | | Corporate Governance Committee | 3,000 | | Nominating Committee | 3,000 |
Non-Employee Director Compensation
| (1) Payable in four equal installments each quarter in arrears of service for the preceding quarter. |
Non-Employee Director Compensation
| (2) Granted on March 19, 2026 with immediate vesting. |
Non-Employee Director Compensation
| (3) The Co-Chairmen of the Board will split equally the annual cash retainer of $100,000. |
Compensation Benchmarking
Compensation Benchmarking The Company has not retained a compensation consultant to review its policies and procedures with respect to the compensation of the named executive officers, though it may choose to do so in the future. The Compensation Committee benchmarks the compensation of the named executive officers against the median compensation paid by comparable companies determined at the time. To that end, the Compensation Committee will conduct a benchmark review as often as deemed necessary of the aggregate level of compensation of the named executive officers as well as the mix of elements used to compensate the named executive officers, taking into account input from independent members of the Board and publicly available data relating to the compensation practices and policies of comparable companies. While benchmarking may not always be appropriate as a stand-alone tool for setting the compensation of the named executive officers due to the Company’s potentially unique circumstances and objectives, the Compensation Committee generally believes that gathering such information is an important part of the Compensation Committee’s decision-making process. Notwithstanding the foregoing, the Compensation Committee may determine that it is in the Company’s best interest to recommend total compensation packages that deviate from the Compensation Committee’s general principle of benchmarking the compensation of the named executive officers.
Elements of Compensation
Elements of Compensation Base Salary Base salary levels for the Company’s named executive officers are designed to be competitive with those of employees with similar responsibilities working for companies of comparable size, capitalization and complexity. In determining base salaries, the Compensation Committee takes into account a variety of factors, including experience, performance, and benchmarking. Incentive Compensation The Company provides annual and long-term incentive compensation to its executives and managers under the Company’s Amended and Restated 2022 Incentive Plan (the "Amended 2022 Plan"), which was approved prior to the Separation by our Board on August 19, 2022. The Amended 2022 Plan is designed to provide annual and long-term incentives for executive performance by rewarding participating executives for their contributions to profitability and stockholder value based on achieving short-term Company and individual performance goals for a given year, as well as by aligning a significant portion of compensation with the long-term interests of stockholders. Short-term Company performance goals include revenue growth, EBITDA, earnings per share and return on equity. Long-term Company performance goals include increasing the Company’s total market value. The Compensation Committee may recommend that other corporate performance measures be substituted or added (including but not limited to operating income after tax, return on capital employed and stockholder return) in order to achieve the Company’s business strategy. Individual performance goals for the Chief Executive Officer are established by the Compensation Committee and recommended to the Board for approval, while individual performance goals for our other employees are established by the Chief Executive Officer and reviewed by the Compensation Committee. Policies and Practices Related to Stock Option Grants The following discussion of the timing of option awards in relation to the disclosure of material nonpublic information is provided as required by Item 402(x) of Regulation S-K. The Company does not have a written policy regarding the timing of option awards in relation to the disclosure of material nonpublic information. During 2025, we did not take into account any material nonpublic information when determining the timing and terms of equity incentive awards. Generally, equity awards are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed based on equity grant dates. M-tron Industries, Inc. 401(k) Plan The M-tron Industries, Inc. 401(k) Plan (the "401(k) Plan"), which is subject to limitations imposed by the Internal Revenue Code of 1986, as amended, permits the Company’s employees to defer a portion of their compensation by making contributions to the 401(k) Plan and thereby obtain certain tax benefits. Participating employees also benefit from the 401(k) Plan by sharing in discretionary contributions made by the Company to the 401(k) Plan based on each employee’s contribution made in a particular year. A participant’s interest in his or her individual contributions, the Company’s contributions and earnings thereon is fully vested at all times. The 401(k) Plan’s proceeds are invested in guaranteed investment contracts or certain mutual funds, subject to the discretion of the participants. The Named Executive Officers and all other employees over the age of 18 of the Company and certain of its subsidiaries are eligible to participate in the 401(k) Plan after having completed three months of service. Other Benefits The Company makes available to its named executive officers the same medical insurance, life insurance and disability benefits that are generally made available to the Company’s employees to ensure that the Company’s employees have access to basic healthcare and income protection for themselves and their family members.
Employment Agreements
Employment Agreements The Company has not entered into any employment agreements with its executive officers.
Recent Compensation Decisions
| (ii) eligibility to receive an annual incentive payment equal to 2.0% of the change in enterprise value (as defined below) over the prior fiscal year and payable in either cash or stock compensation (or a combination of cash and stock compensation), at the discretion of the Board, within ninety (90) days of the completion of the audit of the Company's financial statements included in the Company's Annual Report on Form 10-K; and |
Summary Compensation Table
Summary Compensation Table The following table sets forth information with respect to compensation earned by the Company’s Named Executive Officers for the years ended December 31, 2025 and 2024:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards (1) ($) | Stock Options (1) ($) | All Other Compensation (2) ($) | Total ($) | | Cameron Pforr | 2025 | 243,231 | 64,000 | — | 611,915 | 6,420 | 925,566 | | Chief Executive Officer and Chief Financial Officer | 2024 | 59,769 | — | 914,200 | — | — | 973,969 | | William A. Drafts | 2025 | 220,985 | 160,000 | — | 305,958 | 8,930 | 695,873 | | President | 2024 | 211,385 | 130,000 | — | — | 7,542 | 348,927 | | Linda M. Biles | 2025 | 200,000 | 135,000 | — | 244,766 | 7,161 | 586,927 | | Executive Vice President - Finance | 2024 | 183,462 | 110,000 | 239,000 | — | 8,050 | 540,512 | | Former Executive Officer | | | | | | | | | Michael J. Ferrantino, Jr. (3) | 2025 | 34,615 | 174,000 | — | — | 47,946 | 256,561 | | Former Chief Executive Officer | 2024 | 225,000 | 150,000 | — | — | 1,300 | 376,300 |
Summary Compensation Table
| (1) Reflects the aggregate grant date fair value of stock awards or option awards granted in the applicable year, computed in accordance with ASC 718. |
Summary Compensation Table
| (2) Reflects (i) employer contributions accrued or paid under the M-tron Industries, Inc. 401(k) Plan; (ii) cell phone allowance; (iii) paid-time off ("PTO") payout; and (iv) severance. The following table details the aggregate incremental cost to the Company for perquisites received by each Named Executive Officer in 2025: |
Summary Compensation Table
| | Employer Contributions under 401(k) Plan ($) | Cell Phone Allowance ($) | Severance (a) ($) | PTO Payout | Other (b) ($) | Total ($) | | Cameron Pforr | 5,843 | — | — | — | 577 | 6,420 | | William A. Drafts | 6,480 | 1,200 | — | — | 1,250 | 8,930 | | Linda M. Biles | 4,615 | 1,200 | — | — | 1,346 | 7,161 | | Former Executive Officer | | | | | | | | Michael J. Ferrantino, Jr. | — | 350 | 25,962 | 21,635 | — | 47,946 |
Summary Compensation Table
| (a) Amounts in this column reflect severance paid to Mr. Ferrantino in connection with the Separation Agreement and General Release between Mr. Ferrantino and the Company, dated February 17, 2025. | | (b) Amounts in this column reflect health savings account employer contributions for Mr. Pforr ($577) and Mr. Drafts ($1,250) and taxable fringe benefits for Ms. Biles ($1,346). | | We maintain a policy of directors' and officers' liability insurance for the directors and officers. The premium for this policy for the policy year ended September 30, 2025 was approximately $161,000 and for the policy year ended September 30, 2026 is approximately $143,000. |
Summary Compensation Table
| (3) Effective February 17, 2025, Mr. Ferrantino resigned as Chief Executive Officer. |
Outstanding Equity Awards at Year-End
Outstanding Equity Awards at Year-End The following table sets forth the information with respect to outstanding equity awards held by our Named Executive Officers as of December 31, 2025:
Outstanding Equity Awards at Year-End
| | | Option Awards | | | | Stock Awards | | | Name | Year Granted | Number of Securities Underlying Unexercised Options (Exercisable) | Number of Securities Underlying Unexercised Options (Unexercisable) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested (1) ($) | | Cameron Pforr (2) (3) | 2025 | — | 25,000 | $40.32 | 4/4/2030 | — | $— | | | 2024 | — | — | — | — | 13,334 | 709,635 | | William A. Drafts (4) (5) | 2025 | — | 12,500 | 40.32 | 4/4/2030 | — | — | | | 2023 | — | — | — | — | 3,600 | 191,592 | | Linda M. Biles (6) (7) (8) | 2025 | — | 10,000 | 40.32 | 4/4/2030 | — | — | | | 2024 | — | — | — | — | 6,667 | 354,818 | | | 2023 | — | — | — | — | 3,600 | 191,592 |
Outstanding Equity Awards at Year-End
| (1) Market value is based on the closing price of our common stock on the NYSE American on December 31, 2025, the last trading day of 2025, of $53.22 per share. |
Outstanding Equity Awards at Year-End
| (2) On October 3, 2024, Mr. Pforr was awarded 20,000 restricted shares of Mtron common stock with a three-year vesting period, in which 6,666 shares vested in 2025, 6,666 shares vest in 2026, and 6,668 shares vest in 2027. As of December 31, 2025, there are 13,334 unvested restricted shares. |
Outstanding Equity Awards at Year-End
| (3) On April 4, 2025, Mr. Pforr was awarded stock options to purchase 25,000 shares of Mtron common stock with a three-year vesting period, in which 7,500 options vest in 2026, 7,500 options vest in 2027, and 10,000 options vest in 2028. |
Outstanding Equity Awards at Year-End
| (4) On August 9, 2023, Mr. Drafts was awarded 9,000 restricted shares of Mtron common stock with a three-year vesting period, in which 2,700 shares vested in 2024, 2,700 shares vested in 2025, and 3,600 shares vest in 2026. As of December 31, 2025, there are 3,600 unvested restricted shares. |
Outstanding Equity Awards at Year-End
| (5) On April 4, 2025, Mr. Drafts was awarded stock options to purchase 12,500 shares of Mtron common stock with a three-year vesting period, in which 3,750 options vest in 2026, 3,750 options vest in 2027, and 5,000 options vest in 2028. |
Outstanding Equity Awards at Year-End
| (6) On August 9, 2023, Ms. Biles was awarded 9,000 restricted shares of Mtron common stock with a three-year vesting period, in which 2,700 shares vested in 2024, 2,700 shares vested in 2025, and 3,600 shares vest in 2026. As of December 31, 2025, there are 3,600 unvested restricted shares. |
Outstanding Equity Awards at Year-End
| (7) Effective April 16, 2024, Ms. Biles was appointed Executive Vice President - Finance. In connection with her appointment, Ms. Biles was awarded 10,000 restricted shares of Mtron common stock with a three-year vesting period, in which 3,333 shares vested in 2025, 3,333 shares vest in 2026, and 3,334 shares vest in 2027. As of December 31, 2025, there are 6,667 unvested restricted shares. |
Outstanding Equity Awards at Year-End
| (8) On April 4, 2025, Ms. Biles was awarded stock options to purchase 10,000 shares of Mtron common stock with a three-year vesting period, in which 3,000 options vest in 2026, 3,000 options vest in 2027, and 4,000 options vest in 2028. |
Pay Versus Performance
Pay Versus Performance This disclosure has been prepared in accordance with Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K and does not necessarily reflect how the Compensation Committee evaluates compensation decisions when contemplating Company or individual performance. The Compensation Committee did not consider the pay versus performance disclosure in making its pay decisions for any of the years shown. For further information concerning the Company's pay-for-performance philosophy and how the Company aligns executive compensation with the Company's performance, refer to the Compensation Discussion and Analysis section above. Pay versus Performance Table The following table sets forth information concerning the compensation of our PEO and NEOs for each of the fiscal years ending December 31, 2025, 2024, and 2023;
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO (1) ($) | Compensation Actually Paid to PEO (2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (3) ($) | Average Compensation Actually Paid to Non-PEO NEOs (2) ($) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (5) ($) | Net Income ($ in 000s) | | 2025 | 1,182,127 | 1,400,036 | 641,400 | 717,953 | 406 | 8,447 | | 2024 | 376,300 | 376,300 | 496,836 | 564,062 | 370 | 7,636 | | 2023 | 225,000 | 253,742 | 281,366 | 646,491 | 273 | 3,489 |
Pay Versus Performance
| (1) The amounts shown for Summary Compensation Table total for PEO are the amounts of total compensation reported for Mr. Ferrantino for each corresponding year in the "Total" column of the Summary Compensation Table. Refer to the Summary Compensation Table on page 19 above. |
Pay Versus Performance
| (2) The amounts shown for Compensation Actually Paid do not reflect the actual amount of compensation earned or paid to our executive officers during the applicable fiscal year and it is reported solely pursuant to the new SEC rules. Additionally, it does not represent amounts that have actually been earned or realized, including with respect to certain equity awards for which performance conditions for these equity awards have not yet been realized. |
Pay Versus Performance
| (3) The amounts shown for Average Summary Compensation Table Total for Non-PEO NEOs are the average amounts of total compensation reported for the Non-PEO NEOs for each corresponding year in the "Total" column of the Summary Compensation Table. Refer to the Summary Compensation Table on page 19 above. The individuals comprising the Non-PEO NEOs for each presented year are listed below: 2025 - William A. Drafts and Linda M. Biles 2024 - Cameron Pforr, William A. Drafts, Linda M. Biles, and James W. Tivy 2023 - William A. Drafts, Linda M. Biles, and James W. Tivy |
Pay Versus Performance
| (4) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the "Stock Awards" column of the Summary Compensation Table. Refer to the Summary Compensation Table on page 19 above. |
Pay Versus Performance
| PEO | Summary Compensation Table Total ($) | Exclusion of Stock Awards ($) | Inclusion of Equity Values ($) | Compensation Actually Paid ($) | | 2025 | 1,182,127 | (611,915) | 829,824 | 1,400,036 | | 2024 | 376,300 | — | — | 376,300 | | 2023 | 225,000 | — | 28,742 | 253,742 |
Pay Versus Performance
| Non-PEO NEOs | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Inclusion of Equity Values for Non-PEO NEOs ($) | Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 641,400 | (275,362) | 351,915 | 717,953 | | 2024 | 496,836 | (288,300) | 355,526 | 564,062 | | 2023 | 281,366 | (67,800) | 432,925 | 646,491 |
Pay Versus Performance
| The amounts in the Inclusion of Equity Values columns in the tables above are derived from the amounts set forth in the following tables: |
Pay Versus Performance
| PEO | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year ($) | Total - Inclusion of Equity Values ($) | | 2025 | 727,358 | 63,870 | — | 38,596 | — | 829,824 | | 2024 | — | — | — | — | — | — | | 2023 | — | — | — | 28,742 | | 28,742 |
Pay Versus Performance
| Non-PEO NEOs | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 327,311 | 33,211 | — | (8,608) | — | 351,915 | | 2024 | 363,225 | 40,100 | — | (47,799) | — | 355,526 | | 2023 | 214,200 | 172,130 | — | 46,595 | — | 432,925 |
Pay Versus Performance
| (5) The amounts shown for Value of Initial Fixed $100 Investment Based on Total Shareholder Return ("TSR") assumes $100 was invested for the period starting October 7, 2022 (the date of the Company's IPO) through the end of December 31, 2023 for 2023, December 31, 2024 for 2024 and December 31, 2025 for 2025. Historical stock performance is not necessarily indicative of future stock performance. |
Pay Versus Performance
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income In accordance with SEC rules, the following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company's Net Income during the three most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return In accordance with SEC rules, the following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company's cumulative TSR during the three most recently completed fiscal years. All information provided herein under the heading Pay Versus Performance will not be deemed to be incorporated by reference into any filing made by us under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language included in any such filing, except to the extent we specifically incorporate such information by reference.
Plan Design Supports Sound Governance Practices
| • | annual limits on director compensation; |
Is cumulative voting permitted for the election of directors?
Is cumulative voting permitted for the election of directors? We do not use cumulative voting for the election of directors.
What happens if a Director Nominee does not stand for election?
What happens if a Director Nominee does not stand for election? If for any reason any Director Nominee does not stand for election, any proxies we receive will be voted in favor of the remaining nominees and may be voted for a substitute nominee in place of the nominee who does not stand. We have no reason to expect that any of the Director Nominees will not stand for election.