Roger D. Shannon
LAKELAND INDUSTRIESAbout Roger D. Shannon
Roger D. Shannon is Chief Financial Officer (CFO) since February 1, 2023 and Secretary since February 1, 2024; age 60; B.S. in Accounting (Auburn University) and MBA (University of Georgia); CPA (inactive) and CFA charterholder . Lakeland’s executive incentive design ties annual cash bonuses to revenue growth (35%), Adjusted EBITDA margin (35%), free cash flow margin (15%), and individual goals (15%), with payouts from 50% to 200% of target, and LTIP performance RSUs to three-year aggregate revenue (20%), EBITDA margin (20%), and FCF margin (10%), with payouts from 50% to 150% of target . Company TSR rose from $86 to $112 on a $100 base over FY24–FY25 while FY25 net income was a loss of $18.075 million; these pay-versus-performance datapoints frame incentive alignment through cycles .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Charah Solutions | CFO and Treasurer | Jun 2019–Oct 2022 | Senior finance leadership for environmental services firm |
| ADTRAN (NASDAQ: ADTN) | CFO; SVP Finance; Treasurer; Head of Corporate Development | Nov 2015–Jun 2019 | Led finance and corporate development at networking solutions provider |
| Steel Technologies | CFO and Treasurer | Prior years (not dated) | Corporate finance leadership at metals processor |
| Brown-Forman; British American Tobacco | Senior finance roles | Prior years (not dated) | Multinational consumer sector finance roles |
| Vulcan Materials; Lexmark; KPMG | Accounting/finance positions | Prior years (not dated) | Foundational accounting and finance experience |
External Roles
| Organization | Role | Years |
|---|---|---|
| Elauwit Connections, Inc. | Director | Since Nov 2024 |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base salary ($) | 291,923 | 358,154 |
| Target bonus (%) | Not disclosed | 50% of base salary |
Performance Compensation
Annual Cash Bonus – Design and Outcomes
| Component | Weighting | Target | Actual | Payout mechanics |
|---|---|---|---|---|
| Revenue growth | 35% | Not disclosed | Not disclosed | 50% payout at minimum, 100% at target, 200% at max |
| Adjusted EBITDA margin | 35% | Not disclosed | Not disclosed | 50% payout at minimum, 100% at target, 200% at max |
| Free cash flow margin | 15% | Not disclosed | Not disclosed | 50% payout at minimum, 100% at target, 200% at max |
| Individual performance goals | 15% | Not disclosed | Not disclosed | 50% payout at minimum, 100% at target, 200% at max |
| Non-Equity Incentive ($) | — | — | 233,243 (FY24) | Cash bonus paid per plan |
| Non-Equity Incentive ($) | — | — | 145,621 (FY25) | Cash bonus paid per plan |
Long-Term Incentive Plan (LTIP) – Performance RSUs
| Metric | Weighting | Performance period | Payout range | Vesting treatment |
|---|---|---|---|---|
| Aggregate three-year revenue | 20% | FY2023–FY2026; FY2024–FY2027 awards outstanding | 50%–150% of target | Cliff vest at end of 3-year period |
| EBITDA margin | 20% | FY2023–FY2026; FY2024–FY2027 awards outstanding | 50%–150% of target | Cliff vest at end of 3-year period |
| Free cash flow margin | 10% | FY2023–FY2026; FY2024–FY2027 awards outstanding | 50%–150% of target | Cliff vest at end of 3-year period |
| FY2024 stock awards grant-date fair value ($) | — | FY2024 | 254,178 | Standard plan terms |
| FY2025 stock awards grant-date fair value ($) | — | FY2025 | 640,746 | Standard plan terms plus one-off RSUs |
Equity Awards – One-off grants (FY2024–FY2025)
| Grant date | Award type | Shares | Grant-date fair value ($) | Notes |
|---|---|---|---|---|
| Various FY2025 | RSUs (three one-off grants) | Notional | 29,167; 230,625; 92,950 | Disclosed one-off awards |
| FY2024 | RSUs (one-off grant) | Notional | 29,167 | Disclosed one-off award |
| Feb 1, 2023 | Stock options | 24,000 total (8,000 ex., 16,000 unex. at 1/31/25) | 238,893 (FY2024 option grant-date FV) | Strike $14.44; expires 02/01/2033; vests 50% on 02/01/2025 and 50% on 02/01/2026 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 23,101 shares as of Mar 31, 2025; includes 2,602 RSUs vested Apr 4, 2025 and 16,000 options exercisable within 60 days; <1% of class |
| Stock ownership guidelines | Other officers must own ≥2× base salary; dispositions barred until compliance; thereafter limited to 50% of issued awards |
| Hedging/pledging | Prohibited for officers; no margin or pledging permitted |
| Clawback | Dodd-Frank compliant policy adopted Nov 2023 with 3-year lookback; recoup erroneously awarded incentive comp upon restatement |
| Retirement benefits | No pension/SERP; only 401(k) match |
| Related party transactions | None disclosed in FY2024–FY2025 |
Outstanding Equity and Vesting Schedules (as of Jan 31, 2025)
| Award | Quantity | Key dates | Terms |
|---|---|---|---|
| Options (exercisable) | 8,000 | 02/01/2025 tranche vested | Strike $14.44; expire 02/01/2033 |
| Options (unexercisable) | 16,000 | Remaining 8,000 vest 02/01/2026 | Two equal tranches |
| RSUs (time-based) | 5,000 | Vest 10/31/2025 | Single cliff vest |
| RSUs (time-based) | 2,555 | Vest 01/31/2026 | Single cliff vest |
| RSUs (time-based) | 2,002 | Vest 12/04/2026 | Single cliff vest |
| RSUs (time-based) | 1,581 | Vest 04/04/2027 | Single cliff vest |
| RSUs (time-based) | 12,500 | Vest 04/04/2027 | Single cliff vest |
| RSUs (time-based, tranche series) | 7,805 | Equal portions on 04/04/2025, 01/31/2026, 01/31/2027 (2,602 vested on 04/04/2025) | 3 equal tranches |
| PSUs (performance) | 7,727 | Performance period FY2023–FY2026 | Payout 50%–150% of target |
| PSUs (performance) | 7,805 | Performance period FY2024–FY2027 | Payout 50%–150% of target |
Employment Terms
| Element | Terms |
|---|---|
| Employment status | CFO since Feb 1, 2023; Secretary since Feb 1, 2024; employment agreement (base $300,000) expired Jan 31, 2025; at-will thereafter |
| Annual bonus eligibility | Participates in annual cash plan with FY2025 target 50% of base salary |
| Equity plans | Eligible under 2017 Equity Incentive Plan; time-based and performance-based RSUs; legacy options outstanding |
| Severance (non-Change-in-Control) | Base salary through termination; pro-rated annual bonus based on actual performance; severance equal to one month of base salary per year of service (min 4 months, max 12 months) |
| Severance (Change-in-Control; double trigger) | If termination without Cause or resignation for Good Reason within 90 days prior to or 18 months after a Change in Control: base salary through termination; pro-rated target bonus; 1.5× (for non-CEO officers) of base salary + target bonus; COBRA premium reimbursement up to 18 months |
| Covenants | Non-solicitation and non-disparagement under Severance and CIC Plan |
Performance & Track Record
- Pay versus performance: TSR value of a $100 investment measured at $69 (FY2023), $86 (FY2024), and $112 (FY2025); company net income was $1.873m (FY2023), $5.425m (FY2024), and $(18.075)m (FY2025) .
- Incentive architecture emphasizes multi-year outcomes across revenue, EBITDA margin, and free cash flow margin for PSUs, and revenue growth, Adjusted EBITDA margin, and FCF margin for annual bonuses, supporting alignment with long-term value creation .
Compensation Structure Analysis
- Equity-heavy mix: FY2025 stock awards grant-date fair value $640,746 and FY2024 $254,178, with ongoing performance RSUs and time-based RSUs; FY2024 included option awards valued at $238,893, indicating balance of equity forms over time .
- Explicit performance weights and payout curves: Annual cash plan 35% revenue growth, 35% Adjusted EBITDA margin, 15% FCF margin, 15% individual goals; PSU plan linked to three-year aggregate revenue, EBITDA margin, and FCF margin with defined payout ranges (50%–150%) .
- Governance safeguards: Clawback policy (Nov 2023), anti-hedging/anti-pledging, stock ownership minimums (2× salary for officers), and disposal restrictions until guideline compliance, limiting misalignment and excessive risk-taking .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited per Global Insider Trading Policy; no pledging allowed—a positive alignment factor .
- Related party transactions: None in FY2024–FY2025—reduces conflict risk .
- Auditor transition: Change from Deloitte to RSM in Oct 2024; prior material weakness (FX translation controls) remediated by Jan 31, 2024—monitor process rigor continuity .
Investment Implications
- Near-term selling pressure: Multiple time-based RSU cliffs (e.g., 10/31/2025; 01/31/2026; 12/04/2026; 04/04/2027) and options fully exercisable by 02/01/2026 could create episodic supply; however, ownership guidelines and disposal limits mitigate forced selling until compliance thresholds are met .
- Pay-for-performance alignment: Incentives tethered to revenue growth, Adjusted EBITDA margin, and FCF margin should support disciplined execution, but FY25 net loss highlights execution risk; continued PSU linking to margin/FCF is a positive for capital discipline .
- Governance quality signals: Robust clawback, anti-hedging/pledging, and double-trigger CoC severance (1.5× salary+target bonus) suggest shareholder-sensitive design; severance terms are standard for CFOs and unlikely to drive perverse incentives .