Thomas Croal
About Thomas Croal
Thomas V. Croal is Chief Financial Officer and Corporate Secretary of GEN Restaurant Group, Inc., serving as CFO since July 2021; he is 65 years old and holds a B.S. in Accounting from Loyola Marymount University, and previously was a California CPA with Arthur Andersen & Co. . GEN’s filings do not disclose executive-specific TSR, revenue growth, or EBITDA growth performance metrics tied to Croal’s pay; bonuses have been discretionary without formal metric disclosure in recent years . His career spans senior finance leadership roles across healthcare services, senior living, publishing, and nonprofits, indicating deep operational and financial controls expertise .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GEN Restaurant Group, Inc. | Chief Financial Officer; Corporate Secretary | CFO since July 2021; Corporate Secretary noted in 2025 proxy | Principal financial and accounting officer; Sarbanes-Oxley certifications; corporate secretary responsibilities |
| Pancreatic Cancer Action Network | Chief Financial Officer | Jan 2019 – Jul 2021 | Nonprofit CFO overseeing finance for research-focused organization |
| SAGE Publications, Inc. | Senior Vice President & Chief Financial Officer | Not explicitly dated; prior role before 2019 | Global publisher CFO experience; finance leadership |
| Silverado Senior Living Holdings, Inc. | Senior Vice President & Chief Financial Officer | Jun 2007 – Sep 2018 | Senior living operator CFO; multi-site operational finance oversight |
| Insight Health Services Corp. | Chief Financial Officer; Chief Operating Officer | Sep 1989 – Mar 2003 | Healthcare services finance and operations leadership |
| PPONet, Inc. | Chief Financial Officer | Sep 2004 – Jun 2005 | Preferred provider network finance leadership |
| Arthur Andersen & Co. | California Certified Public Accountant | Prior to corporate CFO roles | Public accounting credential and audit background |
External Roles
- No public company board directorships or committee roles are disclosed for Croal in GENK filings. Prior positions listed above reflect executive roles, not board service .
Fixed Compensation
Multi-year compensation (as reported) for Thomas V. Croal:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $350,000 | $350,000 | $350,000 |
| Target Bonus (%) | Not disclosed | 50% of annual salary per employment agreement effective 8/4/2023 | 50% of annual salary per employment agreement; actual bonuses discretionary |
| Actual Bonus Paid ($) | $0 | $352,000 | $50,000 (discretionary) |
| Stock Awards ($ grant-date fair value) | $0 | $1,090,908 (RSUs) | $0 |
| Option Awards ($) | $0 | $0 | $0 |
| All Other Compensation ($) | $37,565 | $10,142 | $10,142 |
| Total ($) | $387,565 | $1,803,050 | $410,142 |
Note: His employment agreement states base salary $400,000 commencing Jan 1, 2024, but the proxy’s narrative and summary table report salary of $350,000 in both 2023 and 2024; GEN discloses bonuses as discretionary .
Performance Compensation
- Annual bonuses have been discretionary (no formal performance metric framework disclosed); Croal received $352,000 in 2023 and $50,000 in 2024 as discretionary bonuses .
- Equity awards are time-based RSUs; no PSU or metric-based vesting disclosed for Croal .
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Discretionary (no formal metrics disclosed) | Not disclosed | Not disclosed | $352,000 (2023); $50,000 (2024) | N/A |
| RSUs (2023 grant) | Time-based service | N/A | 90,909 units granted | Grant-date fair value $1,090,908 | Vests over 4 years (time-based) |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Class A shares beneficially owned | 91,909 shares (2.04% of Class A) |
| Class B shares | None; less than 1% total voting power noted for his line |
| Outstanding unvested stock awards at 12/31/2024 | 54,545 units; market value $407,997 based on $7.48 close |
| Options | No option awards reported in 2023–2024 |
| Pledging/Hedging | No pledging disclosures identified for Croal in proxy/10-K |
| Ownership guidelines | Not disclosed in filings; 2023 Equity Incentive Plan governs grants |
Employment Terms
- Employment Agreement: 3-year term effective July 1, 2023; auto-renewal unless either party provides 60-days’ notice prior to term expiration; role as CFO .
- Compensation under Agreement: Base salary $350,000 through Dec 31, 2023; $400,000 commencing Jan 1, 2024; target annual bonus at 50% of salary (Board discretion) .
- Severance: Six months of base salary if employment is terminated (a) by Company without Cause, (b) by executive with Good Reason, or (c) following a Change in Control; definitions per agreement; no tax gross-ups disclosed .
- Change-in-Control: Severance referenced “following a Change in Control”; filings do not explicitly state single vs double trigger vesting; accelerated equity terms not detailed for Croal .
- Clawback Policy: Croal signed acknowledgment of GEN’s clawback policy pursuant to Rule 10D-1; policy covers incentive-based compensation tied to financial reporting measures (e.g., TSR, revenues, EBITDA, EPS) in the event of an Accounting Restatement .
- Non-Compete/Non-Solicit: Exhibits list non-compete agreements for Kim and Chang; no separate non-compete exhibit for Croal is listed in 2025 10-K exhibit index .
Additional Governance and Compliance Notes
- Section 16(a) Compliance: Company reports timely Section 16 filings for 2024 with noted Form 3/A updates for Kim and Chang; no delinquency reported for Croal .
- Certifications: Croal executed Sarbanes-Oxley Section 302 and 906 certifications on the 2024 Form 10‑K (dated March 7, 2025) and 2023 Form 10‑K (dated March 6, 2024) .
- Corporate Secretary: Croal is designated Corporate Secretary in the 2025 proxy and signs SEC filings in that capacity .
Investment Implications
- Alignment: Croal’s meaningful but modest Class A ownership (2.04%) and sizeable time-based RSU grant (90,909 units) provide multi-year vesting-driven retention and alignment; absence of Class B super-voting shares limits his voting influence relative to founders .
- Pay-for-Performance: Recent bonuses have been discretionary without disclosed performance metrics, reducing transparency of pay-performance linkage; equity is service-based rather than PSU-driven, which is lower risk but less performance-conditioned .
- Retention & Selling Pressure: With 54,545 RSUs unvested at year-end 2024, annual vest releases can create periodic supply; however, no option awards or pledging disclosures mitigate near-term forced selling/overhang risks .
- Downside/Change-in-Control: Severance limited to six months of base salary across termination scenarios including after a change in control—economics are modest, suggesting limited golden parachute risk; clawback policy adds governance discipline in the event of restatements .