Dan Gus
About Dan Gus
Dan Gus is General Counsel and Corporate Secretary of Ennis, Inc. (EBF). He joined in June 2021 and was appointed Secretary on January 4, 2022; he is 55 per the 2025 proxy. He holds a B.A. in Political Science from Boise State (1995) and a J.D. from Boston College Law School (1998), is a member of the Texas Bar, and is admitted before the U.S. District Courts for the Northern & Eastern Districts of Texas and the Fifth Circuit. Prior roles include legal counsel and controller at Q Investments (Fort Worth), partner at Walker & Sewell, LLP, a stint at what is now Locke Lord, and founding/presiding over Gus & Gilbert Law Firm (2015–2021) after launching his own firm in 2012 .
Performance backdrop: EBF delivered an “exceptional year” in FY2023 with net sales +8% to $431.8M, gross profit $131.1M vs $114.7M, and net income $47.3M vs $28.9M; cash rose to $94.0M . For the FY2022–FY2024 LTI cycle, cumulative EBITDA was $224.2M (120% of target) and average ROE 12.7% (max payout), with a TSR modifier of 130% applied to vesting calculations .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Q Investments (Fort Worth hedge fund) | Legal Counsel and Controller | n/a (prior to 2012) | Combined legal/finance role at an investment firm . |
| Walker & Sewell, LLP | Partner | n/a (prior to 2012) | Litigation/advisory experience . |
| Locke Lord (now Locke Lord) | Attorney | n/a (prior to 2012) | Big-law training and corporate practice exposure . |
| Gus & Gilbert Law Firm | President | 2015–2021 | Led own law firm; managerial and legal leadership . |
| Private practice | Founder | 2012–2015 | Launched own firm (Waxahachie, TX) . |
External Roles
- Not specifically disclosed in the proxy (no public-company directorships noted for Gus).
Fixed Compensation
| Component | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 291,346 | 307,269 | 316,487 |
| All Other Compensation ($) | 10,500 | 10,500 | 10,500 |
| Notes | Auto allowance policy indicates $8,000 annually for Mr. Gus; 401(k) match available (up to $2,500) for eligible employees . |
Performance Compensation
Annual Bonus Plan Structure (Pay-for-performance mechanics)
- Metrics and weights: Sales (20%), Total Profits before bonuses (40%), Return on Equity before bonuses (40%) .
- Payout curves: Threshold at 85% of target pays 50% of target; 100% pays target; 115% pays 200% of target; linear interpolation in between (subject to an overall cap of 2x target) .
- Executive target ranges (FY2024): Mr. Gus threshold/target/maximum = 23% / 45% / 90% of base salary .
Annual Bonus Outcomes
| Period | Sales Result | Profit Result | ROE Result | Computed % of Base | Base Salary ($) | Bonus Paid ($) |
|---|---|---|---|---|---|---|
| FY2024 | 95.1% of target | 86.6% of target | 87.9% of target | 28.2% | 309,000 | 87,272 |
| FY2025 | n/a (table shows executive-specific components) | n/a | n/a | 34.11% | 318,270 | 108,572 |
| Notes: No discretionary adjustments were made to FY2024 or FY2025 bonuses . |
Long-Term Incentive (RSUs; Time- vs Performance-based)
- Program design (FY2022–FY2024 cycle and successor FY2025–FY2027 cycle): 20% time-based RSUs vest over 3 years (33%, 33%, 34% typical cadence); 80% (old cycle) or 60% (new cycle) performance-based RSUs vest on 3-year cumulative EBITDA (70% weight) and ROE (30% weight), with a relative TSR modifier (130%/100%/70%) against an Equilar peer set .
- FY2022–FY2024 actuals: EBITDA $224,231,915 (120% vesting) and average ROE 12.7% (130% vesting); TSR modifier measured at 130% .
- Mr. Gus’s time-based RSUs for the 2022–2024 cycle vested 50% in April 2023 and 50% in April 2024 due to proration (mid-cycle entry) .
LTI Grants to Dan Gus
| Grant/Cycle | Grant Date | Target RSUs | Basis | Mix | Vesting & Metrics |
|---|---|---|---|---|---|
| FY2022–FY2024 cycle (prorated) | 09/16/2022 | 11,866 | 80% of $300,000 base (prorated 3-year) | 20% time; 80% perf (70% EBITDA, 30% ROE); TSR modifier | Time-based: 50% 4/2023, 50% 4/2024; Perf based on 3-year actuals; TSR mod 130% |
| FY2025–FY2027 cycle | 04/19/2024 | 27,028 | 165% of FY2025 base salary ($318,270) | 40% time; 60% perf (EBITDA/ROE) | Perf thresholds: EBITDA $170.8M/ $244.0M/ $317.2M (70%/100%/130%); ROE 9.0%/12.9%/16.8% (70%/100%/130%); TSR modifier 130%/100%/70% vs peer list |
Option Awards (liquidity overhang)
- FY2024 proxy shows an option grant dated 4/21/2023 of 10,000 options (plus 10,000 unexercisable at that time) for Mr. Gus with a $20 strike; options vest in equal annual installments over three years .
Equity Ownership & Alignment
| Measure | May 24, 2023 | May 17, 2024 | May 16, 2025 |
|---|---|---|---|
| Direct Shares Owned | 4,186 | 12,323 | 15,795 |
| Vested Option Awards | — | — | 9,019 |
| Total Beneficial (per table method) | 4,186 | 12,323 | 24,814 |
| Ownership % of Shares Outstanding | <1% | <1% | <1% |
- Pledging/Hedging: Company policy strictly prohibits pledging/hedging; tables state shares “have not been pledged” and policy prohibits such activity .
- Ownership guidelines: Company discloses significant stock ownership requirements for NEOs and retention of stock awards (no specific multiple disclosed in the proxy) .
Outstanding and Unvested (as of FY2024 year-end snapshot)
| Item (2/29/2024) | Quantity | Value |
|---|---|---|
| Time-based RSUs unvested | 1,187 | $24,120 (at $20.32) |
| Performance RSUs unearned (at target basis) | 11,676 | $237,256 (at $20.32) |
| Stock options (exercisable) | 10,000 | Strike $20; 3-year equal vesting schedule |
| Stock options (unexercisable) | 10,000 | Strike $20; vesting per schedule |
Employment Terms
- Status: At-will; no individual employment agreement for Mr. Gus .
- Severance/Change-in-Control: “No special termination, severance, and change of control arrangements” under his terms of employment (no cash multiple, no tax gross-up) .
- Death/Disability Benefits: Latest proxy shows disability benefit valuation of $660,000 and life insurance of $250,000 on death for Mr. Gus .
- Equity acceleration: The LTI program provides for potential acceleration upon change-of-control, involuntary termination without cause/for good reason, death, disability, or retirement eligibility, subject to plan terms .
Compensation Structure Details (for pay-for-performance analysis)
Multi-Year Summary Compensation (Dan Gus)
| Component ($) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary | 291,346 | 307,269 | 316,487 |
| Bonus | — | — | — |
| Stock Awards (RSUs FV) | 267,959 | — | 533,911 |
| Option Awards (FV) | — | 24,700 | — |
| Non-Equity Incentive (Annual Bonus) | 245,000 | 87,270 | 108,572 |
| All Other Comp | 10,500 | 10,500 | 10,500 |
| Total | 814,805 | 429,739 | 969,470 |
Annual Bonus Targets and Payout Mechanics (FY2024 reference)
| Metric | Weight | Threshold (85%) | Target (100%) | Maximum (115%) | FY2024 Actual | Payout Note |
|---|---|---|---|---|---|---|
| Sales | 20% | 50% of target portion | 100% | 200% | 95.1% of target | Contributes proportionally |
| Total Profits (pre-bonus) | 40% | 50% | 100% | 200% | 86.6% of target | Near threshold |
| ROE (pre-bonus) | 40% | 50% | 100% | 200% | 87.9% of target | Near threshold |
| Mr. Gus bonus calc | — | — | Target 45% of base | Max 90% of base | Total 28.2% of base | $87,272 on $309,000 base |
LTI Performance (FY2022–FY2024 results applied to perf RSUs)
| Metric | Threshold | Target | Maximum | Actual | Implied Vesting |
|---|---|---|---|---|---|
| Cumulative EBITDA | $130,837,513 | $186,910,735 | $242,983,956 | $224,231,915 | 120% of target units |
| Average ROE | 6.8% | 9.7% | 12.6% | 12.7% | 130% of target units |
| TSR Modifier | 33.3%/66.6% cutoffs | 100% | 130% | 130% | 130% applied |
Risk Indicators & Red Flags (Gus-specific)
- Hedging/pledging prohibited; no pledging noted for Gus .
- Late Section 16(a) filing once for an automatic DRIP for ~36 shares (administrative), not indicative of trading pressure .
- No special severance, no change-in-control cash—shareholder-friendly economics; CEO has tax gross-up, but not applicable to Gus .
Compensation Peer Group (TSR modifier reference for FY2025–FY2027 LTI)
- Equilar peer list includes: ASIX, ASH, CLW, GLT, FUL, NGVT, IOSP, MATV, MERC, MTX, NEU, KWR, SXT, SCL, TG .
Investment Implications
- Pay-for-performance alignment: Variable comp is driven by EBITDA, ROE, and annual profitability metrics; FY2022–FY2024 outperformance on ROE and strong EBITDA drove above-target LTI vesting, while FY2024 annual bonus landed near threshold on profit/ROE—indicating sensitivity to operating performance rather than discretionary awards .
- Selling pressure watchpoints: Gus has meaningful 2025–2027 RSUs (27,028 target) and outstanding options (strike $20); vesting and option-exercise windows could create periodic liquidity but pledging/hedging is prohibited and ownership remains <1% .
- Retention risk: As an at-will executive with no severance/change-in-control cash, retention relies on ongoing LTI value; the three-year performance RSUs and time-based tranches are the primary retention levers .
- Alignment: Dividend-equivalent RSUs, stock ownership expectations, and no hedging/pledging bolster alignment; lack of individual CIC protections reduces shareholder risk of outsized payouts while still allowing equity acceleration on qualifying events .