Vincent J. Canino
About Vincent J. Canino
Vincent J. Canino, 62, has served as Director, President and Chief Executive Officer of Capstone Green Energy Holdings, Inc. (CGEH) since March 11, 2024; he holds an M.S. in Engineering Mechanics from Penn State and a B.Tech in Mechanical Engineering from SUNY Binghamton . Under his leadership, Capstone pre-announced Q2 FY2026 revenue of ~$28.4M (+25% YoY), positive net income of ~$0.8M, and a sixth consecutive quarter of positive adjusted EBITDA, with first-half FY2026 revenue up ~47% YoY—indicating execution momentum and operating improvement . Fiscal 2025 annual incentives for management were paid at above-maximum due to outperformance on Gross Profit, Adjusted EBITDA, and Cash from Operations targets, aligning pay with measured operating results .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ESS Tech, Inc. (NYSE: GWH) | Chief Operating Officer | Sep 2022 – Mar 2024 | Led operations at a long-duration energy storage developer . |
| Smardt Chiller Group, Inc. | President & Chief Executive Officer | Approx. 8 years (ending 2022) | Scaled a manufacturer of oil-free chillers; multi-year leadership tenure . |
| Trane Commercial Systems | VP, Enterprise Businesses & Renewable Energy; prior roles | Not disclosed | Commercial HVAC leadership; renewable energy focus . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Western Washington University | Board of Directors member | Not disclosed |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | 21,154 | 550,000 |
| Target Bonus (% of Salary) | Began in FY2025 (100%) | 100% |
| Actual Annual Bonus Paid ($) | — | 825,000 |
Notes:
- All Other Compensation for FY2025 included 401(k) contributions of $14,158 and commuter benefits of $21,444 (no tax gross-ups disclosed for Canino) .
Performance Compensation
Annual Incentive Plan (AIP) – FY2025
| Performance Metric | Weight | Threshold (50%) | Target (100%) | Max (150%) | Actual Result |
|---|---|---|---|---|---|
| Gross Profit ($000s) | 50% | 10,530 | 15,087 | 22,485 | 23,317 |
| Adjusted EBITDA ($000s) | 20% | 633 | 1,368 | 5,135 | 9,527 |
| Cash Flows from Operations ($000s) | 30% | 500 | 1,000 | 2,230 | 7,688 |
- Committee determined performance above maximum across all metrics; Canino’s AIP payout was approved (reflected in FY2025 bonus) .
- FY2025 PRSUs: three-year performance period; 50/50 split on two metrics: Products & Accessories Gross Margin % and Service Gross Margin %, vesting at 50%, 100%, or 150% of target at the end of the performance period .
Long-Term Equity Awards and Vesting
| Grant | Grant Date | Type | Shares | Vesting Details |
|---|---|---|---|---|
| New-hire RSUs | Mar 11, 2024 | RSU | 450,000 | Vests ratably over three years; one-third vested Mar 11, 2025; remaining 150,000 RSUs vest on Mar 11, 2026 and 150,000 on Mar 11, 2027 . |
| Annual equity | Sep 9, 2024 | RSU | 25,000 | Vests in three equal annual installments starting Sep 9, 2025 . |
| Annual equity | Sep 9, 2024 | PRSU | 25,000 | 3-year performance PRSUs tied to gross margin metrics as above; cliff vest at end of period based on outcomes . |
Insider activity related to vesting
- On Mar 11, 2025, Canino disposed of 53,670 shares to cover taxes upon RSU vesting; Form 4 was filed June 12, 2025 (late filing noted in proxy) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Common) | 96,330 shares (0.5% of common; excludes non-voting shares) as of Jun 13, 2025 . |
| Unvested Equity Outstanding | 325,000 RSUs not vested; 25,000 PRSUs unearned at FY2025 year-end . |
| Options | None outstanding for Canino . |
| Ownership Guidelines | CEO required to hold 4× base salary; five-year compliance window from later of Dec 7, 2023 emergence or date subject to guideline . |
| Hedging/Pledging | Hedging and pledging of company securities prohibited by policy . |
Employment Terms
- Severance (without Cause): 18 months base salary continuation plus COBRA reimbursement (18 months), subject to release .
- Change-in-Control (Amended & Restated CIC Agreement): Upon Qualifying Termination, 2.5× (base salary + target annual incentive) cash, 18 months of health benefits contributions, and acceleration of unvested equity at target (double-trigger), in lieu of standard severance .
- Perquisites: For first year, reimbursement of reasonable hotel expenses for workdays at CGEH headquarters (Van Nuys, CA) .
- Clawback: Executive Officer Incentive Compensation Recoupment Policy adopted Dec 7, 2023, compliant with Rule 10D-1; applies to incentive pay tied to financial metrics upon restatement (no misconduct requirement) .
- Indemnification: Standard officer indemnification agreements in place .
Board Governance (Director Service and Roles)
- Board Service: Director since 2024; CEO and Director (non-independent) .
- Leadership structure: Chair and CEO roles separated; Chair was Robert C. Flexon until his resignation Oct 30, 2025; Robert F. Powelson appointed Interim Chair Oct 31, 2025 .
- Committees: CEO/Director is not a member of standing committees; committees comprised solely of independent directors .
- Board Activity and Independence: FY2025 board met 23 times; each director attended ≥90% of board and committee meetings; independent directors met in executive session at all regularly scheduled meetings .
- Lead Independent Director: Denise M. Wilson served as Lead Independent Director in 2024 .
Director Compensation (as a Director)
- Canino does not receive additional compensation for board service while serving as CEO .
Performance & Track Record
Selected pay-versus-performance disclosures
| Metric | FY2024 | FY2025 |
|---|---|---|
| Value of $100 Investment (Cumulative TSR basis) | 100.00 | 71.43 |
| Net Income (Loss), $MM | 7.4 | (7.2) |
Recent operating momentum (Pre-announcement)
- Q2 FY2026: Revenue ~$28.4M (+25% YoY), net income ~$0.8M, positive adjusted EBITDA (sixth consecutive quarter); first half FY2026 revenue +47% vs 1H FY2025 .
- Leadership changes disclosed concurrently: CFO resignation (Nov 1, 2025) and appointment of Interim CFO John P. Miller (Nov 2, 2025); Chair’s resignation (Oct 30, 2025) with stated disagreement regarding strategic direction; Interim Chair named (Oct 31, 2025) .
Revenue and EBITDA trends (last 8 quarters)
| Metric | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 | Q4 2025 | Q1 2026 | Q2 2026 |
|---|---|---|---|---|---|---|---|---|
| Revenues ($) | 14,600,000* | 24,348,000* | 15,643,000* | 22,722,000* | 20,148,000* | 27,051,000* | 27,871,000* | 28,385,000* |
| EBITDA ($) | (6,269,000)* | (3,240,000)* | (2,375,000)* | 1,080,000* | (1,116,000)* | 1,110,000* | 921,000* | 2,389,000* |
Values retrieved from S&P Global.*
Compensation Structure Analysis
- Mix and risk: FY2025 compensation featured a significant at-risk component (100% AIP target; PRSU introduction), with payouts tied to Gross Profit, Adjusted EBITDA, and Cash from Operations; all goals exceeded maximums, signaling strong operating leverage but also necessitating careful calibration of future targets to avoid windfall risk .
- Equity design: Shift emphasizes time-based RSUs for retention complemented by PRSUs (margin-focused), and no recent option grants—reducing dilution/volatility and aligning with post-restructuring share pool stewardship; plan prohibits option repricing without shareholder approval .
- Ownership alignment: CEO ownership is modest at 0.5% of common; substantial unvested RSUs/PRSUs and a 4× salary ownership guideline plus anti-hedging/pledging policy promote alignment, with a five-year compliance runway .
Risk Indicators & Red Flags
- Governance/continuity: Chairman’s resignation citing disagreement on strategic direction and subsequent CFO resignation/Interim CFO appointment create near-term governance and continuity risk signals that investors should monitor (potential strategic pivot, financing path, or capital structure actions) .
- Internal control environment: Proxies/filings note material weaknesses in internal controls during transition after restructuring, including tone-at-the-top issues and control deficiencies, although remediation is ongoing—an execution risk factor .
- Insider activity: CEO’s March 2025 sell-to-cover (53,670 shares) is tax-related from RSU vesting rather than discretionary selling; nevertheless, upcoming vesting dates (Sep 9 annually through 2027; Mar 11, 2026 and 2027) may create periodic supply from tax withholding .
Compensation Peer Group (for benchmarking)
- American Superconductor; Beam Global; Broadwind; CECO Environmental; Energy Recovery; Espey Mfg. & Electronics; FuelCell Energy; Graham; Orion Energy Systems; Pioneer Power; Polar Power; Twin Disc; Ultralife; Vicor .
Say-on-Pay & Shareholder Engagement
- Company holds annual Say-on-Pay; board recommended “FOR” in 2024 and 2025; frequency vote “ONE YEAR” recommended in 2024 proxy .
- Equity plan amendment in 2025 sought +1,000,000 shares to ensure adequate long-term incentive capacity; board rationale emphasized retention and alignment; burn-rate/disclosure controls noted .
Investment Implications
- Alignment: Canino’s comp is explicitly tied to profitability and cash flow, with 2025 results exceeding max targets and RSU/PRSU structures that vest over multi-year periods—positive for alignment, but future-year targets should remain rigorous to sustain pay-for-performance credibility .
- Retention and supply: Large unvested RSUs (300k vesting in Mar 2026/Mar 2027) and recurring RSU/PRSU grants support retention; expect periodic sell-to-cover activity on vest dates (near-term: Sep 9 annually; Mar 11, 2026/2027), which could create modest technical pressure .
- Governance watch items: Chair resignation over strategy and CFO turnover elevate risk around capital allocation, financing strategy, and timeline to control remediation; conversely, pre-announced profitability and revenue growth suggest execution traction under Canino’s “Three-Pillar” strategy .
- Net: Compensation design and policies (clawback, anti-hedging/pledging, ownership guidelines) are shareholder-friendly; monitor capital structure actions, internal control remediation, and maintenance of outperformance against increasingly demanding targets to validate incentive payouts and sustain investor confidence .