CEO pay terms detailed as M-tron (NYSE: MPTI) files 8-K/A
Filing Impact
Filing Sentiment
Form Type
8-K/A
Rhea-AI Filing Summary
M-tron Industries, Inc. filed an amended current report to update its earlier disclosure about the appointment of Cameron Pforr as Chief Executive Officer. The amendment adds the Board-approved compensation arrangements for Mr. Pforr and defines “enterprise value” as 7.5 times adjusted EBITDA from the company’s Form 10-K, plus cash and marketable securities, minus total debt, with capital raises included in total debt at the value of common stock on the issuance date.
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8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 5, 2025 (November 6, 2025 )
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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(407 ) 298-2000
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(Former Name or Former Address, If Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☑
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Amendment No. 1 on Form 8-K/A (this "Amendment") is being filed to amend the Current Report on Form 8-K filed by M-tron Industries, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "SEC") on November 13, 2025 (the "Original Form 8-K"). In the Original Form 8-K, the Company disclosed the appointment of Cameron Pforr as Chief Executive Officer, effective immediately, but the Company indicated the compensation arrangements for Mr. Pforr had not yet been finalized. This Amendment is being filed to disclose such compensation arrangements. Except as set forth herein, the Original Form 8-K remains unchanged.
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On December 3, 2025, the Board of Directors of the Company (the "Board") approved the compensation arrangement for Mr. Pforr in connection with his appointment as Chief Executive Officer
The material terms of Mr. Pforr's compensation are summarized below:
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(i)
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an annual base salary of $306,000, subject to annual review by the Board;
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(ii)
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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
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(iii)
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the opportunity to receive acquisition incentive payments upon the successful completion of certain acquisitions as approved by the Board.
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The term "enterprise value" means (x) a multiple of 7.5 of adjusted EBITDA as reported in the Company's Annual Report on Form 10-K plus (y) cash and marketable securities less (z) total debt. Any capital raises will be included in total debt and is based on the value of the Company's common stock issued on the date of issuance.
Additional information regarding the Company's compensation plans and programs for its executive officers is contained in the Company's definitive proxy statement filed with the SEC on April 30, 2025.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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M-TRON INDUSTRIES, INC.
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| Date: December 5, 2025 |
By:
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/s/ Cameron Pforr
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Name:
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Cameron Pforr
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Title:
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Chief Executive Officer
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FAQ
What does M-tron Industries (MPTI) disclose in this 8-K/A amendment?
M-tron Industries files an amended report to update its earlier CEO appointment disclosure. The amendment specifically adds the Board-approved compensation arrangements for new Chief Executive Officer Cameron Pforr and leaves all other parts of the original report unchanged.
Why did M-tron Industries (MPTI) amend its prior CEO appointment filing?
The original report named Cameron Pforr as CEO but noted his compensation was not finalized. This amendment supplies those compensation details, satisfying disclosure requirements once the Board approved his compensation package on December 3, 2025.
How does M-tron Industries (MPTI) define enterprise value for CEO compensation?
Enterprise value is defined as 7.5 times adjusted EBITDA from the company’s Form 10-K, plus cash and marketable securities, minus total debt. Capital raises are included in total debt, measured using the value of common stock on the issuance date.
When did M-tron Industries’ Board approve Cameron Pforr’s CEO compensation?
The Board of Directors approved Cameron Pforr’s compensation arrangement on December 3, 2025. The company then filed this amendment dated December 5, 2025, to formally disclose those terms in connection with his appointment as Chief Executive Officer.
Where can investors find more information on M-tron Industries (MPTI) executive pay?
Additional information on executive compensation plans and programs is available in M-tron Industries’ definitive proxy statement. That proxy statement was filed with the SEC on April 30, 2025, and provides broader context for how the company structures pay for its executive officers.
Who signs the amended CEO compensation disclosure for M-tron Industries (MPTI)?
The amendment is signed on behalf of M-tron Industries by Cameron Pforr in his role as Chief Executive Officer. His signature confirms the company’s authorization of the updated disclosure under the Securities Exchange Act of 1934.