Greg Lucas
About Greg Lucas
Greg Lucas is Vice President, Chief Accounting Officer (CAO) at Thermon Group Holdings (THR). He served as interim principal financial officer and principal accounting officer from April 12, 2024 through October 14, 2024, when he assumed the CAO role . Lucas is 48, a certified public accountant, with a B.B.A. from East Texas Baptist University and an M.B.A. from Texas A&M University . Company performance in Fiscal 2025: revenue $498 million (+1% YoY), net income $53.5 million (+4% YoY), GAAP EPS $1.57 (+4% YoY), and Adjusted EBITDA $109.2 million (+5% YoY) . FY2025 Adjusted EBITDA for PSU measurement was $108.9 million vs a $116.4 million target, yielding 83.8% for the FY2025 one-year tranche across EBITDA PSUs; cumulative FY2023 EBITDA PSUs paid 122.0% of target at vesting certification .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Thermon Group Holdings | Interim principal financial officer & principal accounting officer | Apr 12, 2024 – Oct 14, 2024 | Led finance during CFO transition; contributions to improved financial reporting highlighted by CEO |
| Thermon Group Holdings | Corporate Controller | 2021–present (continuing duties during interim period) | Managed accounting and financial reporting organization |
| BNSF Railway Company | Assistant Corporate Controller | 2019–2020 | Senior accounting leadership at leading freight transportation company |
| Intertek Group plc | Regional Controller | 2017–2019 | Accounting leadership at global quality assurance provider |
| L’Air Liquide S.A. | Various finance roles | Seven years (prior to 2017) | Progressive responsibilities at global industrial gases leader |
External Roles
No public company board seats or external directorships are disclosed for Lucas in the reviewed THR filings (DEF 14A 2025; 8-Ks), which detail his Thermon roles and prior employment but do not list external directorships .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base salary at period end ($) | $255,000 | $278,460 (9.2% increase) |
| Salary paid in year ($) | — | $268,732 |
| Monthly stipend ($) | — | $15,000 during interim service (total $105,000) |
| Target FY2025 STIP bonus ($) | — | $100,775 |
| Actual FY2025 STIP payout ($) | — | $76,616 (~76% of target) |
Notes: Stipend applied April–October 2024 while he served as interim PFO/PAO .
Performance Compensation
FY2025 LTIP Design and Target Mix
| Award Type / Metric | Target Weighting | Purpose |
|---|---|---|
| Time-based RSUs | 35% | Retention and alignment with shareholders |
| PSUs – Adjusted EBITDA | 35% (of LTIP; part of 65% PSU mix) | Focus on sustained operational profitability and cash flow |
| PSUs – ROIC | 30% (of LTIP; part of 65% PSU mix) | Focus on capital efficiency; threshold set at WACC for value creation |
Lucas’s FY2025 target LTIP award grant date fair value: $100,000 (mix per table above) .
FY2025 Grants of Plan-Based Awards (Lucas)
| Type | Grant Date | Target | Maximum | Grant Date Fair Value ($) |
|---|---|---|---|---|
| ROIC PSU | 6/1/2024 | 888 units | 1,776 units | $29,979 |
| EBITDA PSU | 6/1/2024 | 1,036 units | 2,072 units | $34,975 |
| RSU (annual) | 6/1/2024 | 1,036 units | — | $34,975 |
| RSU (retention for interim duties) | 6/1/2024 (approved 4/2/2024) | 2,962 units | — | $99,997 |
Grant-date valuation inputs: RSUs/PSUs estimated using NYSE closing prices $33.76 (June 1, 2024) and $26.41 (Nov 1, 2024 for other NEO grant) per ASC 718 .
FY2025 PSU Performance Outcomes and Vesting
| Grant | Metric | Tranche (FY2025) | Payout % | Shares Earned | Vesting (full cycle) |
|---|---|---|---|---|---|
| 6/1/2023 | EBITDA | Year 2 of 3 | 83.8% | 430 | March 31, 2026 subject to certification and continued service |
| 6/1/2024 | EBITDA | Year 1 of 3 | 83.8% | 289 | March 31, 2027 subject to certification and continued service |
Adjusted EBITDA definition and ROIC methodology per CD&A; ROIC threshold set at WACC to ensure value creation . PSU shares earned each year do not vest until end of the three-year period; interpolation applies between threshold and target; zero below threshold .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 3,423 | <1% of outstanding |
| Unvested RSUs (units) | 5,891 | Market value $164,064 at $27.85/sh |
| Unearned PSUs at target (units) | 4,782 | Market/payout value $133,179 at $27.85/sh |
| Options | None | No options held; NEO options fully vested overall, but Lucas has none |
| Ownership guidelines (execs) | 1× base salary for “Other Executive Officer” | Compliance required within 5 years |
| Hedging/pledging | Prohibited by Insider Trading Policy; annual certification required |
Vesting schedule detail (as of Mar 31, 2025):
- RSUs: 867 (6/1/2022) vest 6/1/2025; 1,026 (6/1/2023) vest 6/1/2025 and 6/1/2026; 3,998 (6/1/2024) vest 6/1/2025, 6/1/2026, 6/1/2027 .
- PSUs: 1,319 ROIC + 1,539 EBITDA (6/1/2023) vest 3/31/2026; 888 ROIC + 1,036 EBITDA (6/1/2024) vest 3/31/2027 (subject to certification) .
Employment Terms
| Scenario (as of Mar 31, 2025) | Base Salary Continuation ($) | Bonus ($) | COBRA ($) | RSU Accel ($) | PSU Accel ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination without cause / good reason | 278,460 | 100,775 | 27,517 | 164,064 | 70,925 | 641,741 |
| Change in control + qualifying termination (double trigger) | 556,920 | 201,549 | 55,034 | 164,064 | 133,179 | 1,211,521 |
Plan mechanics and governance:
- Severance Plan multiples: CEO 1.5× (18 months), other NEOs 1.0× (12 months) for non-CIC terminations . CIC multiples: CEO 2.5× (30 months), other NEOs 2.0× (24 months); CIC requires termination within 24 months following a CIC (double trigger) .
- Equity: Under CIC, Board may accelerate; unassumed awards generally vest at CIC; PSUs vest at greater of target or actual performance through termination/CIC date per plan terms .
- Clawback policy in place per Dodd-Frank and listing rules .
- Anti-hedging and anti-pledging enforced; no “single-trigger” cash severance; no employment contracts; no termination tax gross-ups .
Investment Implications
- Alignment and retention: Lucas’s LTIP is majority performance-based (65% PSUs), split across Adjusted EBITDA and ROIC with ROIC threshold at WACC—this design promotes value-creative, capital-efficient growth and supports pay-for-performance alignment . His ownership is modest (3,423 shares) but strong ownership guidelines (1× salary, five-year compliance) and anti-pledging/hedging policies mitigate misalignment risk .
- Scheduled vesting and potential selling pressure: RSU tranches vest annually on June 1 in 2025–2027; PSUs vest March 31, 2026 and 2027 subject to certification—monitor trading windows around these dates for potential liquidity events, noting policy restrictions on hedging/pledging .
- Transition execution: Lucas’s interim leadership of finance and stipend/retention RSU indicate the HCMC Committee’s use of targeted incentives to stabilize leadership during CFO turnover—constructive for continuity; FY2025 STIP payout at ~76% reflects disciplined target-setting amid EBITDA underperformance vs target for the year’s tranche .
- Downside/CIC protection: Standard severance and double-trigger CIC economics provide moderate retention security without shareholder-unfriendly features (no single-trigger cash; no tax gross-ups)—reducing governance risk and pay inflation concerns .
Additional References
- FY2025 Summary Compensation (Lucas total $662,827 with components detailed; All Other Compensation includes $105,000 stipend, $10,760 401(k) contribution, $926 life insurance, $866 HSA) .
- FY2025 Stock Vested: 2,128 shares vested for Lucas; value realized $71,841 .
- Say-on-Pay: 97% approval at 2024 meeting, supportive of program design .
- Governance and HCMC scope: independent consultant, stock ownership guidelines, clawback monitoring, risk assessment of compensation programs .