Todd Gleason
About Todd Gleason
Todd Gleason, 54, has served as CECO Environmental’s Chief Executive Officer since July 2020 and as a director since 2020; he sits on the Board’s Mergers & Acquisitions Committee . 2024 operating results: Revenue $558M (+2% YoY), Adjusted EBITDA $62.8M (+9% YoY), Backlog $541M (+46% YoY) and Free Cash Flow $7.4M (-80% YoY) . Pay-versus-performance shows strong shareholder value creation: a $100 investment at 12/31/2020 grew to $434.34 by 12/31/2024; Net Income was $13.0M and Adjusted EBITDA $62.8M for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CECO Environmental Corp. | Chief Executive Officer | Since Jul 2020 | Led growth and M&A strategy; Board M&A Committee member |
| Scientific Analytics Inc. | President & CEO | Apr 2015–Jul 2020 | Ran predictive analytics technologies/services company |
| Pentair plc | Senior Vice President & Corporate Officer | Jan 2013–Mar 2015 | Senior leadership across integration and growth |
| Pentair plc | President, Integration & Standardization | Jan 2010–Jan 2013 | Drove integration and standardization initiatives |
| Pentair plc | VP, Global Growth & Investor Relations | Jun 2007–Jan 2010 | Led growth strategies and IR |
| American Standard Companies Inc. | Vice President, Strategy & Investor Relations | Not disclosed | Strategy and IR leadership |
| Honeywell International Inc. | CFO, Honeywell Process Solutions | Not disclosed | Financial leadership for Process Solutions |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| NSF | Director | Not disclosed | Listed as “Other Directorships: NSF” |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 475,771 | 515,316 | 717,383 |
| Stock Awards ($) | 1,059,469 | 3,981,255 | 1,627,505 |
| Option Awards ($) | — | — | 289,575 |
| Non-Equity Incentive Plan ($) | 937,910 | 1,050,652 | 382,656 |
| All Other Compensation ($) | 35,054 | 30,753 | 34,651 |
| Total ($) | 2,534,194 | 5,577,976 | 3,051,771 |
| Base Salary Rate ($) | As of 12/31/22 | As of 12/31/23 | As of 12/31/24 | % Increase (23–24) |
|---|---|---|---|---|
| Todd Gleason | 481,950 | 525,326 | 775,000 | 47.5% |
| Annual Cash Incentive Target & Actual | Target Amount ($) | Payout (%) | Actual Paid ($) |
|---|---|---|---|
| 2024 | 968,750 | 40% | 382,656 |
Performance Compensation
| Annual Incentive Metric (2024) | Weight (%) | Threshold (0% payout) | Target (100%) | Maximum (200%) | Actual | Payout (%) |
|---|---|---|---|---|---|---|
| Revenue ($M) | 50 | 575.0 | 600.0 | 625.0 | 557.9 | 0% |
| Adjusted EBITDA ($M) | 50 | 62.0 | 67.0 | 72.0 | 62.8 | 79% |
| Total Payout | — | — | — | — | — | 40% |
- 2024 PRSUs: performance period 2024–2026; vesting tied to Relative TSR; options added to CEO’s LTI mix in 2024 with 3-year vesting (33% annually) and 10-year term .
- 2022 PRSUs earned at 150% of target across 1-, 2-, and 3-year TSR tranches; performance levels: 25th percentile = 50%, 50th = 100%, ≥75th = 150% .
| 2022 PRSU Award Outcome | Target Shares | Max Shares | % of Target Earned | Shares Earned |
|---|---|---|---|---|
| Todd Gleason | 135,136 | 202,705 | 150.0% | 202,705 |
Equity Ownership & Alignment
| Beneficial Ownership (as of 3/25/2025) | Shares | % of Outstanding |
|---|---|---|
| Todd Gleason | 1,536,863 | 4.4% |
| Near-Term Vesting Eligibility (within 60 days of 3/25/2025) | RSUs | Options |
|---|---|---|
| Todd Gleason | 14,553 | — |
- Stock Ownership Guidelines: CEO must hold ≥5x base salary; all NEOs were in compliance as of 12/31/2024 .
- Insider Trading Policy prohibits short sales, options speculation, hedging/monetization and pledging of Company stock .
- 2024 Option/Stock Vesting: 181,294 shares vested for Gleason, value realized $4,062,577; net shares received 111,863 after tax withholding .
| Key Outstanding Equity Awards (12/31/2024) | Grant Date | Type | Quantity | Terms |
|---|---|---|---|---|
| 2024 Annual PRSU | 03/15/2024 | PRSU | 76,337 | Vests 12/31/2026 based on Relative TSR; market value $2,307,668 at $30.23 |
| 2024 Stock Options | 03/15/2024 | Options | 25,446 | Exercise $21.32; 3-year vest (33% annually); expire 3/15/2034; fair value $289,575 |
| 2023 PRSU (special stock price goals) | 07/05/2023 | PRSU | 337,500 | Generally vest by 07/05/2027 subject to stock price goals |
| 2023 RSU | 03/31/2023 | RSU | 16,083 | Time-based; market value $486,189 at $30.23 |
| 2023 PRSU | 03/31/2023 | PRSU | 66,715 | Performance-based; market value $2,016,794 |
| 2022 RSU | 03/07/2022 | RSU | 28,958 | Time-based; market value $875,400 |
| 2022 PRSU (earned) | 03/07/2022 | PRSU | 202,705 | Earned at 150%; market value $6,127,772 |
| 2020 Options | 07/06/2020 | Options | 316,902 | Exercise $6.36; expire 07/06/2027 |
| 2020 Options | 07/06/2020 | Options | 898,204 | Exercise $12.72; expire 07/06/2027 |
Employment Terms
- Severance Plan (CEO severance multiplier 2.0x):
- CIC double-trigger: On termination without cause/for good reason within 2 years post-CIC, cash equals pro-rata target bonus ($968,750) + 2.0x (base + target bonus) ($2,518,750) + $20,000 outplacement; subsidized COBRA up to 24 months capped at 18 .
- Non-CIC termination: pro-rata target bonus ($968,750) + 2.0x base salary ($1,550,000) + $20,000 .
- CIC definition includes ≥50% beneficial ownership change, board composition changes not approved by incumbents, certain mergers/asset sales, or liquidation .
- Participation requires confidentiality, non-disparagement, non-compete, and non-solicitation; release of claims required (unless waived) .
| Potential Payments (as of 12/31/2024) | Death/Disability Total ($) | Change in Control Total ($) | Without Cause/Good Reason Total ($) |
|---|---|---|---|
| Todd Gleason | 45,813,049 | 49,368,192 | 48,399,442 |
| Cash Payments | — | 3,507,500 | 2,538,750 |
| Accelerated RSUs | 1,639,464 | 1,639,464 | 1,639,464 |
| Accelerated PRSUs | 20,654,859 | 20,654,859 | 20,654,859 |
| Accelerated Options | 23,518,727 | 23,518,727 | 23,518,727 |
| COBRA | — | 47,642 | 47,642 |
- Equity acceleration under CIC or qualifying terminations generally at Committee discretion; certain 2020 inducement awards and 2023 retention PRSUs vest on CIC unless replacement awards are provided; replacement awards vest at 100% if terminated within 2 years post-CIC .
Board Governance
- Board service: Director since 2020; member of the M&A Committee (5 meetings in 2024) .
- Committee roles: Not chair; participates alongside independent directors; Board held 5 regular meetings in 2024; each director attended ≥75% of meetings and the annual meeting .
- Independence: The Board has 7 of 8 independent directors; Gleason is the management (non-independent) director .
- Board leadership: Chairman is Jason DeZwirek; independent committees and lead roles (e.g., Audit Chair Wallman, Comp Chair Siegel) provide oversight .
Director Compensation
- Employees do not receive additional compensation for Board service; director cash/equity retainers apply to non-management directors only .
Compensation & Incentives Structure Notes
- 2024 design changes: Removed free cash flow from annual incentive metrics; 50/50 weighting for Revenue and Adjusted EBITDA; introduced stock options for CEO with 75% PRSUs / 25% options split to further tie outcomes to shareholder value .
- Equity grant timing: Generally first half; Committee does not time grants around MNPI; updated clawback policy in 2023 aligned with SEC/Nasdaq to recoup erroneously awarded incentive-based comp .
Compensation Peer Group (2024)
Allient; Ameresco; Argan; Astec Industries; Babcock & Wilcox; ESCO Technologies; Hudson Technologies; L.B. Foster; Lindsay; Luxfer; Northwest Pipe; Powell Industries; Preformed Line Products; Standex; Thermon Group; The Gorman-Rupp; Vishay Precision Group .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval at 2024 Annual Meeting was ~98%, indicating strong investor support for pay practices .
Performance & Track Record
| Pay vs Performance (PEO) | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Value of $100 Investment (TSR) | 89.51 | 167.82 | 291.38 | 434.34 |
| Net Income ($M) | 1.4 | 17.4 | 12.9 | 13.0 |
| Adjusted EBITDA ($M) | 25.0 | 42.2 | 57.7 | 62.8 |
Equity Ownership & Alignment Policies
- Ownership guideline: CEO 5x salary; all NEOs compliant as of 12/31/2024 .
- Prohibitions: Hedging and pledging of Company stock prohibited; short sales and speculative trading disallowed .
Employment Agreements & Legal
- No related party transactions over $120,000 since 1/1/2024; Compensation Committee interlocks: none .
- Section 16 compliance: Company notes certain late filings for other executives due to administrative error; no late filings noted for Gleason .
Investment Implications
- Strong alignment: 1.54M shares beneficially owned (4.4% of outstanding) and compliance with 5x salary ownership guideline; hedging and pledging prohibited, reducing misalignment risk .
- Incentive rigor: 2024 annual plan paid 40% of target due to revenue miss and EBITDA near-threshold; long-term PRSUs continue to be tied to Relative TSR, with 2022 awards earned at 150% reflecting outsized TSR relative to peers .
- Retention and CIC economics: Severance multiple of 2.0x plus significant equity acceleration yields large CIC payouts ($49.4M modeled), which could create overhang but also stabilize leadership through strategic transactions .
- Governance signals: 98% Say-on-Pay support and independent committee oversight (Comp Chair Siegel; Audit Chair Wallman) indicate investor acceptance of pay design and oversight quality; option grant miscalculation in 2024 was promptly corrected with a 2025 make-whole, showing responsiveness .