Randy Gianas
ENERGY FOCUS, INC/DEAbout Randy Gianas
Senior Vice President at Energy Focus, Inc.; joined in October 2020 as Vice President of Engineering, promoted to Senior Vice President on July 31, 2023. Education: B.S. Mechanical Engineering, Cleveland State University . Company performance context: 2023 Executive Bonus Plan paid $0 to NEOs as revenue ($5.72m) and EBITDA (loss $3.9m) fell below thresholds . Pay-versus-performance shows cumulative TSR value of a $100 investment at $97.04 as of 2024 and GAAP net income of $(1,582)k in 2024, $(4,293)k in 2023, $(10,279)k in 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Energy Focus, Inc. | Senior Vice President | 2023–present | Promoted to SVP on Jul 31, 2023 to lead engineering/operations initiatives . |
| Energy Focus, Inc. | Vice President of Engineering | Oct 2020–Jul 2023 | Joined to lead engineering; lighting/technology domain experience . |
| North Coast Engineered Products | President | 2019–2020 | Ran engineered products business . |
| Kichler Lighting | Engineering roles | 2011–2018 | Engineering leadership in lighting products . |
External Roles
- No public company directorships or current external board roles disclosed for Gianas .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 149,999 | 150,924 |
| Bonus Paid ($) | 0 (no payout) | 0 (reported) |
| All Other Compensation ($) | 0 (reported) | 0 (reported) |
Performance Compensation
Annual Cash Incentive (Executive Bonus Plan – 2023)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Company Revenue | Part of 70% company component | $7.90m | $6.32m | $9.48m | $5.72m | 0% (below min) |
| Company EBITDA | Part of 70% company component | $(3.67)m | $(3.70)m | $(1.56)m | $(3.90)m | 0% (below min) |
| Individual Objectives | 30% | — | — | — | N/A | 0% (overall payout $0) |
Notes:
- Plan structure: 70% company metrics (revenue, EBITDA) + 30% individual; Compensation Committee retained discretion; 2023 payout $0 to NEOs including SVP roles .
Equity Awards (Outstanding and New Grants)
| Grant Date | Type | Shares/Units | Exercise/Strike | Expiration | Vesting |
|---|---|---|---|---|---|
| 4/28/2023 | Stock Option | 1,428 | $3.04 | 4/28/2033 | 25% on 4/28/2024; remaining 75% monthly over 36 months |
Outstanding at 12/31/2024: 1,428 options shown as exercisable at $3.04 expiring 4/28/2033; no RSUs disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,627 shares (all via options exercisable within 60 days); less than 1% of outstanding shares |
| Composition of Exercisable Options (within 60 days of 4/15/2025) | 1,428 @ $3.04; 142 @ $38.29; 57 @ $48.79 |
| Options/RSUs Unvested | Not quantified; 2023 option award vests monthly after 4/28/2024 per schedule |
| Shares Pledged | None disclosed |
| Hedging Policy | Hedging/short sales prohibited for officers and directors |
| Ownership Guidelines | Not disclosed |
Section 16(a) compliance: One late Form 4 for the 4/28/2023 option grant, subsequently filed on 5/28/2023 .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment Start Date | October 2020 (joined EFOI) |
| Current Role Start | July 31, 2023 (appointed Senior Vice President) |
| Employment Agreement | None for Gianas (only CEO has an employment agreement) |
| Severance | No severance or change-in-control agreements for NEOs in 2024 |
| Change-of-Control (Equity) | 2020 Plan: stock options become fully vested/exercisable upon a Change in Control; RSUs fully vest if not assumed/substituted, or upon qualifying termination within 2 years if assumed; death/disability accelerate vesting |
| Non-Compete/Non-Solicit | Not disclosed for Gianas |
| Clawback | Not disclosed |
| 401(k)/Benefits | Eligible on same terms as employees; company does not contribute to 401(k) |
Investment Implications
- Pay-for-performance alignment: With 2023 revenue and EBITDA below thresholds, NEO bonuses (including SVP) paid $0, indicating tight linkage of cash incentives to objective outcomes during underperformance .
- Low insider selling pressure: Gianas’ beneficial ownership is small (1,627 options exercisable within 60 days; <1% ownership), dominated by options including small tranches at high strikes ($38.29 and $48.79), and a 2023 grant at $3.04 with long-dated expiry—suggesting limited near-term selling overhang from vested equity .
- Retention and transaction dynamics: Absence of individualized severance or CIC cash protections may elevate retention risk in downturns; however, plan-level full option acceleration upon Change in Control and RSU protections provide potential upside alignment in strategic events .
- Governance/controls: Hedging is prohibited, supporting alignment; a single late Form 4 filing on the 2023 option grant is a procedural footnote rather than a structural red flag .
- Performance backdrop: Company PVP disclosures show negative GAAP net income across 2022–2024 and a cumulative TSR of $97.04 on a $100 investment as of 2024, framing execution demands on the leadership team Gianas supports .