Peter Johansson
About Peter Johansson
Peter K. Johansson serves as CECO’s Chief Financial and Strategy Officer (CFO) since August 15, 2022; he was 58 at appointment. He holds a BS in Mechanical Engineering (SMU), MS in Mechanical Engineering (California State University–Fullerton), and an MBA from UCLA Anderson. Company performance metrics tied to NEO pay emphasize Adjusted EBITDA, Revenue, and Relative TSR, with 2024 AIP paying 40% of target and multi-year PRSUs earned at 150% for 2022–2024 measurement tranches, reflecting strong TSR percentile ranks. Revenues expanded from $316.0M (FY2020) to $557.9M (FY2024); 2024 TSR measures in the 2022 PRSU program reached 395.6% with 96th percentile vs peers.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CECO Environmental | Senior VP, Chief Financial & Strategy Officer | Aug 15, 2022–present | Finance, strategy, value creation agenda; joined CECO as consultant Oct 2021 before appointment. |
| CECO Environmental | Strategy consultant | Oct 2021–Aug 2022 | Supported corporate strategy; $210,000 consulting fees prior to appointment. |
| Independent | Strategy & business development consultant | Apr 2020–Aug 2022 | Advised on growth/value creation initiatives. |
| Accudyne Industries, LLC | EVP, Strategy, Corporate Development & Marketing | Jun 2014–Mar 2020 | Led growth, value creation, M&A strategy, new operating model across compressors/pumps/mixers/valves portfolio. |
| IDEX Corporation; ITT Inc.; Trane Technologies PLC; WABCO Holdings, Inc.; Honeywell/AlliedSignal | Senior business, strategy, commercial and engineering leadership roles | n/a | Corporate/product-line/M&A growth strategy; operating model execution. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Loop Energy Inc. (TSX) | Board of Directors member | As of Aug 2022–present | Canadian-based fuel cell company; public company directorship. |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary Earned ($) | 151,442 | 389,423 | 437,019 |
| Base Salary Rate ($, year-end) | 375,000 (as of 12/31/22) | 393,750 (as of 12/31/23) | 450,000 (as of 12/31/24) |
| Target Annual Bonus (% of Base) | 60% (at appointment terms) | 60% (AIP design) | 75% (2024 program) |
| Non-Equity Incentive Paid ($) | 183,544 | 472,500 | 133,313 |
| Stock Awards Grant-Date Fair Value ($) | 450,015 | 1,054,536 | 562,507 |
| All Other Compensation ($) | 13,308 | 38,654 | 40,733 |
| All Other Compensation – detail ($) | — | 401(k) 13,579; Term Life 7,748; Car Allowance 12,000; Executive Physical 5,327 | 401(k) 14,017; Term Life 9,556; Car Allowance 12,000; Executive Physical 5,160 |
| Total Compensation ($) | 953,395 | 1,955,114 | 1,173,572 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric | Weighting (%) | Target ($MM) | Threshold ($MM) | Maximum ($MM) | Actual ($MM) | Payout (% of metric) |
|---|---|---|---|---|---|---|
| Revenue | 50 | 600.0 | 575.0 | 625.0 | 557.9 | 0% |
| Adjusted EBITDA | 50 | 67.0 | 62.0 | 72.0 | 62.8 | 79% |
| Total AIP Payout | — | — | — | — | — | 40% of target; Johansson payout $133,313 on $337,500 target |
Long-Term Incentives
| Award Type | Grant Date | Shares/Units | Vesting | Performance Metric | Notes |
|---|---|---|---|---|---|
| RSUs (time-based) | 3/15/2024 | 13,192 | 3 equal annual installments on grant anniversaries (3 years) | n/a | Grant-date value $281,253. |
| PRSUs (2024 annual) | 3/15/2024 | Target 13,192; Threshold 6,596; Max 26,384 | Cliff vest 12/31/2026 | Relative TSR (2024–2026) | Grant-date value $281,253; earned shares depend on Relative TSR vs peer group. |
| PRSUs (2023 special retention) | 9/29/2023 | 70,871 | Vest 7/5/2027 | Stock price goals (7/5/2023–7/5/2027) | Designed as retention; market value $2,142,430 at 12/31/2024. |
| PRSUs (2023 annual) | 3/31/2023 | Target 10,722 | Vest 3/15/2026 | Relative TSR (2023–2025) | Annual grant mix 50% PRSUs/50% RSUs. |
| PRSUs (2022 annual) | 8/15/2022 | Target 14,808; Max 22,212 | Vest 3/15/2025 | Relative TSR (1-, 2-, 3-year tranches) | Earned 150% of target based on TSR rankings across 2022–2024 performance periods. |
Equity Ownership & Alignment
- Stock ownership guidelines: CFO must hold stock worth 3× base salary; 5-year compliance window. As of 12/31/2023, Johansson was not yet in compliance but within allowed period.
- Hedging/Pledging: Company prohibits hedging or pledging CECO stock; clawback policy aligned with SEC/NASDAQ rules.
Beneficial Ownership (as of March 25, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding | RSUs/Options counted within 60 days |
|---|---|---|---|
| Peter Johansson | 36,135 | <1% | RSUs 2,680; option shares 0 |
Outstanding Equity Awards (as of Dec 31, 2024)
| Category | Units/Options Not Vested (#) | Market/Payout Value ($) |
|---|---|---|
| RSUs (03/31/2023 grant) | 8,042 | 243,110 |
| RSUs (03/31/2023 grant) | 14,296 | 432,168 |
| RSUs (08/15/2022 grant) | 14,808 | 447,646 |
| PRSUs (03/15/2024—RTSR 2024–2026) | 13,192 | 398,794 |
| PRSUs (09/29/2023—Stock price goals 2023–2027) | 70,871 | 2,142,430 |
| PRSUs (08/15/2022—earned at 150%, vest 3/15/2025) | 22,212 | 671,469 |
Recent Vesting Activity (2024)
| Metric | Shares Acquired on Vesting (#) | Value Realized ($) | Net Shares Received (#) |
|---|---|---|---|
| Peter Johansson | 10,084 | 270,486 | 6,619 (after tax withholding) |
Employment Terms
| Term | Detail |
|---|---|
| Role & Start | Senior VP, Chief Financial & Strategy Officer effective Aug 15, 2022; prior CECO strategy consultant (Oct 2021–Aug 2022). |
| Base Salary & Bonus Target (2024) | Base $450,000; Target bonus 75% of base; LTI target 125% of base (value delivered via RSUs/PRSUs). |
| Perquisites | Car allowance $1,000/month; company-paid term life premiums; executive physical; 401(k) matching. |
| Severance (outside Change-in-Control) | Lump sum: pro‑rata target bonus ($337,500), plus 1.5× base salary ($675,000), plus $20,000 outplacement; subsidized COBRA up to 18 months (cap per plan). |
| Severance (within two years post Change-in-Control; double-trigger) | Lump sum: pro‑rata target bonus ($337,500), plus 1.5× (base + target bonus) = $1,012,500, plus $20,000 outplacement; subsidized COBRA per plan. No cash solely on CIC. |
| Definitions | Good Reason/Cause/CIC definitions per Severance Plan. |
| Restrictive Covenants | Confidentiality, non‑competition, non‑solicitation, non‑disparagement; release required for severance benefits. |
Pay Governance, Peer Group, and Shareholder Feedback
- Compensation Committee: Laurie Siegel (Chair), Robert F. Knowling Jr., Claudio Mannarino, Valerie Gentile Sachs; independent consultant Meridian Compensation Partners.
- Peer group (for market positioning): companies including Ameresco, Kadant, ESCO Technologies, Standex, Thermon, Lindsay, Powell Industries, etc.
- Say‑on‑Pay support: 98% approval at 2024 annual meeting; continued emphasis on pay‑for‑performance and PRSUs.
Company Performance Context
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($) | 316,011,000 | 324,140,000 | 422,627,000 | 544,845,000 | 557,933,000 |
| EBITDA ($) | 30,517,000* | 21,893,000* | 38,328,000* | 52,695,000* | 55,042,000* |
Values retrieved from S&P Global.*
Notes:
- Revenues grew from $316.0M in FY2020 to $557.9M in FY2024, supporting scale expansion across the period.
Risk Indicators & Red Flags
- Late Section 16 filing: One Form 4 for Johansson was filed late on Dec 12, 2024 due to administrative error.
- No hedging/pledging permitted; no option repricing; clawback policy in place.
Investment Implications
- Alignment: Johansson’s pay is tied to core value levers—Revenue and Adjusted EBITDA in AIP and Relative TSR in PRSUs—driving formulaic payouts and multi-year equity vesting that align with shareholder returns.
- Retention: Significant unvested PRSUs across 2024, 2023, and earned 2022 tranches vesting in 2025–2027 represent meaningful deferred value, reducing near-term exit risk and creating potential periodic tax‑related selling on vest dates.
- Severance/CIC: Double‑trigger CIC and 1.5× severance multiple provide balanced retention economics without excise tax gross‑ups; outplacement and COBRA subsidies are modest.
- Ownership: 3× salary ownership guideline and prohibition on pledging/hedging promote alignment; as of 12/31/2023, Johansson was on track within the 5‑year window.
- Governance & support: Strong 98% Say‑on‑Pay support and an independent consultant suggest limited pay‑related controversy; continued reliance on RTSR PRSUs indicates confidence in relative outperformance.