Dominic Bardos
Shoals Technologies GroupAbout Dominic Bardos
Dominic Bardos (age 60) has served as Chief Financial Officer of Shoals Technologies Group since October 2022. He holds an MBA in Finance and a Bachelor’s in Management from the University of Memphis and brings 30+ years of finance leadership across retail, restaurant, consumer services, entertainment and hospitality industries . Company performance during his tenure included strong growth in 2023 (revenue up 50% YoY) and industry-driven headwinds in 2024 (revenue down 18.3% YoY), prompting mid-year AIP revisions and one-time retention equity grants to sustain leadership continuity and future execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Holley Inc. | Chief Financial Officer | Apr 2021–Sep 30, 2022 | Led finance at performance automotive products maker during public company period |
| Tractor Supply Company | VP Finance | 2018–2021 | Drove finance at largest rural lifestyle retailer |
| Cambridge Franchise Holdings | Chief Financial Officer | 2017–2018 | CFO for quick-service restaurant operator in Southeast U.S. |
| ServiceMaster (Terminix Division) | Divisional CFO | 2014–2017 | CFO of largest international division at Terminix; broader leadership in FP&A, sourcing, supply chain, customer service |
| Caesars Entertainment; Hilton Hotels; Harrah’s Entertainment | Finance and operations leadership roles | Not disclosed | Held leadership positions across FP&A, sourcing, supply chain, and customer service operations |
External Roles
No external public company board roles disclosed for Bardos in SHLS filings .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $104,888 | $452,933 | $475,000 |
| Target Bonus (% of Base) | N/A (new hire) | 75% | 75% |
| Sign-on/Replacement Bonus ($) | $137,312 | — | — |
| AIP Bonus Paid ($) | $0 (no AIP in FY22) | $573,243 | $186,497 |
| All Other Compensation ($) | — (not disclosed) | $13,016 | $21,821 |
| Total Compensation ($) | $1,689,756 | $2,810,585 | $2,950,330 |
Performance Compensation
Annual Incentive Plan (AIP) – Structure and Outcomes
| Component | Weight | Targets | Actual | Payout (as % or $) |
|---|---|---|---|---|
| FY2024 Adjusted EBITDA (H2 only) | 60% | $46.6m Threshold; $54.9m Target; $63.1m Stretch | $50.7m | 74.5% of metric prelim; capped overall to 52% of target for Bardos |
| FY2024 Adjusted Free Cash Flow (H2 only) | 15% | $26.5m Threshold; $30.4m Target; $34.4m Stretch | $30.4m | 200% of metric prelim; capped overall to 52% of target for Bardos |
| FY2024 Individual Goals | 25% | Pre-set annual objectives | 120% of target (prelim) | Contribution included in capped payout |
| FY2024 Final AIP Payout ($) | — | — | — | $186,497 (EBITDA $111,898; FCF $27,974; Individual $46,624) |
| FY2023 Adjusted EBITDA | 75% | $137.9m Threshold; $153.2m Target; $168.5m Stretch | $173.391m | 200% of metric; overall AIP paid 168.75% of target for Bardos ($573,243) |
Notes: 2024 AIP was revised mid-year to H2 measurement with capped payouts at 50% of original opportunity due to sector-wide delays; individual goals for Bardos included M&A/strategy modeling, litigation support, international operations, and liquidity expansion .
Long-Term Incentives (LTIs) – Grants and Design
| Metric/Vehicle | Weight | Targets | Vesting | FY2022 | FY2023 | FY2024 |
|---|---|---|---|---|---|---|
| PSUs – Net Revenue Growth CAGR (with relative peer modifier in 2024) | 50% | Threshold/Target/Stretch; 2024 includes peer-relative modifier (0.5x–1.5x) | 3-year performance; certify after period | $280,000 target grant | $862,500 target grant | $783,500 target grant |
| PSUs – Cumulative Adjusted Diluted EPS (replacing Avg Gross Margin in 2024) | 50% | Threshold/Target/Stretch; confidential until completion | 3-year performance; certify after period | $280,000 target grant | $862,500 target grant | $783,500 target grant |
| RSUs (time-based) | — | — | 3 equal annual tranches | $280,000 target grant | $862,500 target grant | $783,500 target grant |
| One-time Retention RSUs (extraordinary measure) | — | — | 2/3 on Jun 1, 2026; 1/3 on Jun 1, 2027 (grant July 8, 2024) | — | — | $700,000 grant value |
Additional outcomes: 2022–2024 PSU cycle paid at 64.4% of target for Bardos (8,628 shares valued at $4.10) reflecting 23.3% Net Revenue CAGR and 35.9% Avg Gross Margin achievements .
Equity Ownership & Alignment
- Beneficial ownership: Bardos beneficially owned 52,479 shares (<1%) as of March 6, 2025; total Class A shares outstanding 167,115,267 .
- Stock ownership guidelines: CFOs must hold 2× annual base salary; unvested RSUs count (net of taxes), PSUs do not; 50% retention of net after-tax shares until guideline met .
- Hedging/pledging: Company policy prohibits hedging and pledging/margin accounts for directors and officers .
Outstanding Equity (as of Dec 31, 2024; close price $5.53)
| Grant Date | Instrument | Unvested Units (#) | Market Value ($) | Notes |
|---|---|---|---|---|
| Oct 17, 2022 | RSUs | 4,466 | $24,696 | 3-year vesting |
| Jan 18, 2023 | RSUs | 10,447 | $57,772 | 3-year vesting |
| Feb 27, 2024 | RSUs | 50,910 | $281,253 | 3 annual tranches from Mar 4, 2025 |
| Jul 8, 2024 | Retention RSUs | 115,132 | $636,678 | 2/3 vest 6/1/2026; 1/3 vest 6/1/2027 |
| Oct 17, 2022 | PSUs (2022–2024) | 13,398 | $74,090 | Value shown at threshold/target per table footnotes |
| Jan 18, 2023 | PSUs (2023–2025) | 15,671 | $86,658 | Value shown at threshold per table footnotes |
| Feb 27, 2024 | PSUs (2024–2026) | 25,455 | $140,766 | Value shown at threshold per table footnotes |
Employment Terms
| Term | Detail |
|---|---|
| Employment start date | October 3, 2022 (appointed CFO) |
| Contract form | Employment Agreement (Aug 2022) |
| Severance (no CIC) | Cash equal to base salary ($475,000) plus COBRA differential ($12,573 estimated) upon termination without cause or resignation for good reason |
| Severance (with CIC) | Cash equal to base + target bonus ($475,000 + $356,250 = $831,250) plus COBRA differential ($12,573 estimated) upon termination without cause or resignation for good reason within 24 months of CIC (double trigger) |
| Equity treatment | No single-trigger vesting in CIC; double-trigger acceleration policies applied to RSUs/PSUs per LTIP; specific acceleration mechanics outlined (pro-rata PSUs, RSU first tranche on without-cause term) |
| 280G | “Best-net” cutback to avoid excise tax under IRC 4999 if beneficial versus full payment |
| Restrictive covenants | Perpetual confidentiality & IP assignment; 24-month non-compete/non-solicit post-termination |
Compensation Structure Observations
- Mix and at-risk pay: Bardos’ 2024 target pay is heavily equity/performance based (PSUs/RSUs), with one-time retention RSUs granted as an extraordinary measure amid sector volatility .
- Metric evolution: AIP shifted from 2023 single financial metric (Adjusted EBITDA) to 2024 dual financial metrics (Adjusted EBITDA and Adjusted Free Cash Flow), plus individual goals; 2025 AIP set to two six-month periods to align ambition with industry variability .
- PSU calibration: 2024 PSU design added a peer-relative growth modifier and replaced Avg Gross Margin with Cumulative Adjusted Diluted EPS to increase investor relevance and management impact on outcomes .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval | Notes |
|---|---|---|
| 2023 | ~90% approval | Broad support for program and new CEO package |
| 2024 | ~82% approval | Continued engagement and validation of design changes |
Risk Indicators & Policies
- Hedging/pledging prohibited for executives; Insider Trading Policy enforced .
- Clawback policy compliant with Nasdaq Rule 5608; recovery over last 3 completed fiscal years in case of restatement .
- No excise tax gross-ups; Section 280G best-net cutback applied .
- Certain NEO commuting reimbursements may include tax gross-up; Bardos had $5,877 commuting expenses in 2024 (policy indicates gross-up eligibility) .
Equity Ownership & Alignment Table (Beneficial Ownership)
| Holder | Shares | % Voting Power |
|---|---|---|
| Dominic Bardos | 52,479 | * (<1%) |
Note: Total Class A shares outstanding 167,115,267 as of March 6, 2025 .
Investment Implications
- Retention and selling pressure: Significant unvested RSUs (including a $700k retention grant vesting 2026–2027) suggest near-term alignment and moderate future delivery-related transactions; monitor 10b5‑1 plans and vesting dates (Mar/Jun anniversaries) for potential selling windows .
- Pay-for-performance alignment: AIP and PSUs tie to EBITDA/FCF and EPS growth with peer-relative modifiers; 2022–2024 PSU payout at 64.4% underscores downside sensitivity when targets are not met, aligning pay with performance .
- Change-in-control economics: Double-trigger severance and equity treatment (no single-trigger vesting) mitigate windfall risks; CFO severance equates to 1× salary (no CIC) and salary + target bonus (with CIC), a middle-of-market construct .
- Governance quality: Strong policies—clawback, hedging/pledging prohibitions, stock ownership guidelines—support alignment; say-on-pay approvals (82–90%) reflect investor acceptance of design adjustments through volatility .