Jan Schott
About Jan Schott
Jan L. Schott, age 55, was appointed Senior Vice President and Chief Financial Officer of Thermon Group Holdings (THR) effective October 14, 2024. She holds a B.B.A. in Accounting from Texas A&M University and is a certified public accountant, with prior CFO roles at TG Natural Resources and Texas Crude Energy and senior finance roles at Goodrich Petroleum and APA Corporation; Goodrich Petroleum filed for Chapter 11 in 2016. Thermon’s FY2025 performance under her finance leadership included revenue of $498.2 million (+1% YoY), net income of $53.5 million (+4% YoY), GAAP EPS $1.57 (+4% YoY), and Adjusted EBITDA $109.2 million (+5% YoY); Thermon’s pay-versus-performance table shows TSR value of $142.89 for a $100 investment from March 31, 2021 to FY2025.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TG Natural Resources | EVP & CFO | 2019–2024 | Led several multi‑billion financings; oversaw integration of a $3.0B acquisition |
| Texas Crude Energy LLC | CFO | 2015–2019 | Implemented new ERP system; managed finance operations |
| Goodrich Petroleum (NYSE: GDP) | Various roles incl. SVP & CFO | 8 years (through 2015) | Senior finance leadership; company later reorganized under Chapter 11 in 2016 |
| APA Corporation (NASDAQ: APA) | Senior finance/accounting roles | Not disclosed | Held various senior roles (dates not disclosed) |
External Roles
No public company board memberships or external directorships disclosed.
Fixed Compensation
| Component | FY2025 Value | Notes |
|---|---|---|
| Base Salary (rate) | $450,000 | Established at hire effective Oct 14, 2024 |
| Base Salary (paid FY2025) | $207,123 | Pro‑rated from start date |
| Target Bonus % (STIP) | 75% of base | Pro‑rated for FY2025 |
| Actual Bonus Paid (FY2025 STIP) | $118,102 | ~76% payout of pro‑rated target |
| Relocation Benefits | $200,000 | $125,000 housing + $75,000 tax gross‑ups |
| Other Cash/Perks | Included above | No employment contract; general benefits consistent with executives |
Performance Compensation
FY2025 Short‑Term Incentive Plan (STIP) – Design and Outcome
| Metric | Threshold | Target | Maximum | Actual FY2025 | Payout vs Target | Weight | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Revenue (USD mm) | $485.8 | $539.8 | $593.8 | $491.6 | 55.4% | 30% | 16.6% |
| Adjusted EBITDA (USD mm) | $104.8 | $116.4 | $128.0 | $108.4 | 65.7% | 60% | 39.4% |
| ESG (safety, turnover, diverse slates) | 1 target | 2 targets | 3 targets | 3 targets | 200.0% | 10% | 20.0% |
| Total | — | — | — | — | — | 100% | 76.0% |
| Executive | STIP Target (Pro‑rated) | Payout (~76%) |
|---|---|---|
| Jan Schott (SVP & CFO) | $155,342 | $118,102 |
Notes:
- FY2025 STIP metrics: Revenue, Adjusted EBITDA, and ESG; ESG comprised TRIR/LTIR, near‑miss/hazard reporting, case management; new hire turnover reduction; diverse candidate slates ≥90% of eligible roles.
Long‑Term Incentives (LTIP) – Program Design (Company‑wide FY2025)
| Award Type | Target Weighting | Performance Metric | Purpose |
|---|---|---|---|
| RSUs (time‑vested) | 35% | Time‑based | Retention and alignment |
| PSUs (performance‑vested) | 65% | Adjusted EBITDA (35%); ROIC (30%) | Profitability and capital efficiency; 3 one‑year goals, banked, vest at end of 3‑yr period |
| Executive | FY2025 LTIP Participation | Grant Detail | Vesting |
|---|---|---|---|
| Jan Schott (SVP & CFO) | Not in FY2025 PSU cycles | New‑hire RSU grant: $450,000 fair value, 17,039 units on 11/1/2024 | Vests in equal one‑third installments annually on Nov 1, 2025/2026/2027 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Record Date Jun 6, 2025) | “—” (less than 1%) in beneficial ownership table |
| Unvested RSUs (as of Mar 31, 2025) | 17,039 units; market value $474,536 at $27.85/sh |
| Vested vs Unvested Breakdown | All 17,039 RSUs unvested at FY2025 year‑end; no unvested options listed for Schott |
| Stock Ownership Guidelines | SVP requirement: 2x annual base salary; 5‑year compliance window; performance awards/options excluded from calculation |
| Hedging/Pledging | Prohibited (no hedging or pledging; no margin accounts) |
| Clawback | Dodd‑Frank compliant recoupment of incentive comp upon restatement |
Employment Terms
| Provision | Economics/Terms | Notes |
|---|---|---|
| Severance Plan (non‑CIC) | CFO multiple: 1x base salary paid over 12 months; pro‑rated annual bonus; lump‑sum COBRA premiums for 12 months; equity pro‑rated vesting on termination by Company not for cause/Good Reason | Schott designated participant at hire; severance multiple = one |
| Change‑in‑Control (CIC) | CFO multiple: 2x base + annual bonus; pro‑rated bonus; COBRA premiums for 24 months; 100% vesting of unvested equity at greater of target or actual to date if qualifying termination within 24 months or if awards not assumed | Company‑wide plan terms; CIC equity treatment per 2020 LTIP and Severance Plan |
| CIC Illustrative Values (as of Mar 31, 2025) | Base continuation $900,000; Bonus $310,685; Lump‑sum STI $155,342; COBRA $585; RSU acceleration $474,536; Total $1,841,148 | Assumes target PSU performance; Schott had no PSUs; RSUs valued at $27.85/sh |
| Anti‑hedging/Anti‑pledging | Strict prohibitions; annual certifications required | Alignment safeguard |
| Clawback policy | Mandatory recoupment on restatement | Risk control |
Performance & Track Record Highlights (CFO Commentary/Execution)
- FY2025 capital allocation: $20 million repurchases, $28.6 million debt repaid; liquidity $137 million; net leverage ~0.9x; proceeding to extend credit facility maturity.
- FY2026 Q2 results: Revenue $131.7 million (+14.9%), Gross Margin 46.4%, Adjusted EBITDA $30.6 million (+28.6%), Adjusted EBITDA margin 23.2%; liquidity $129.1 million; raised FY2026 guidance to Revenue $506–$527 million, Adjusted EBITDA $112–$119 million, GAAP EPS $1.62–$1.77, Adjusted EPS $2.00–$2.15.
- ERP investment: One‑time ~$$5 million technology spend (ERP) adjusted out of Adjusted EBITDA and EPS; majority in FY2026 with marginal roll‑forward to FY2027 for acquired entities.
- Tariff mitigation: Gross impact estimated $16–$20 million; net impact ~$4–$6 million in FY2026 with pricing, footprint optimization, and supply chain actions.
Compensation Structure Analysis
- Pay‑for‑performance: Cash bonus tied to Revenue, Adjusted EBITDA, and ESG; FY2025 payout at ~76% reflects below‑target top‑line and EBITDA, offset by over‑achievement on ESG.
- Equity mix: New‑hire RSU (time‑vested) aligns retention and long‑term performance; Schott did not receive PSUs in FY2025 due to hire timing; company LTIP emphasizes 65% performance‑based PSUs (EBITDA/ROIC).
- Ownership alignment: SVP guideline at 2x salary with 5‑year runway; unvested RSUs provide path to compliance; anti‑hedging/pledging policy strengthens alignment.
- Severance economics: Market‑typical severance multiple (1x) with pro‑rated bonus; CIC terms at 2x with full vesting protect against transactional risk while maintaining double‑trigger alignment.
Risk Indicators & Red Flags
- Prior bankruptcy involvement: Goodrich Petroleum Chapter 11 (2016) during Schott’s earlier career; not a current THR issue but relevant to diligence.
- Equity selling pressure: Annual RSU vesting on Nov 1 (2025–2027) may create scheduled Form 4 activity; Company prohibits hedging/pledging which reduces misalignment risk.
- Governance support: Strong say‑on‑pay approval (~97% in 2024), indicating shareholder acceptance of compensation design.
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay: ~97% approval; HCMC Committee maintained program design; introduced ROIC PSUs in FY2024 following investor feedback emphasizing capital efficiency.
Equity Ownership & Beneficial Holdings Detail
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Jan Schott | — | <1% (asterisk) |
Employment Terms Summary (Equity & Severance Mechanics)
| Instrument | Term on Qualifying Termination (non‑CIC) | Term on CIC (unassumed or qualifying termination) |
|---|---|---|
| RSUs | Pro‑rata vesting based on service time; remainder forfeited | 100% vest; cash‑out or settle at ≥ target performance |
| PSUs | Pro‑rated earned based on service; settle per original schedule | 100% vest; earned at ≥ target or actual performance to date |
Investment Implications
- Alignment and retention: Pro‑rated STIP plus a three‑year RSU vest creates predictable retention incentives; 2x salary ownership guideline will steadily build “skin‑in‑the‑game” over time. Watch annual vesting around Nov 1 for potential insider activity.
- Execution signals: CFO’s focus on liquidity, repurchases, ERP modernization, and tariff mitigation supports margin durability; raised FY2026 guidance and improved Adjusted EBITDA margins signal confidence.
- Risk controls: Strong clawback, anti‑hedging/pledging policies and say‑on‑pay outcomes reduce governance risk; prior exposure to a bankrupt issuer is historical but warrants general prudence in assessing complex financing strategies.
- Trading watch‑outs: Tariff dynamics (net $4–$6 million headwind FY2026) and ERP timing may affect near‑term margins; monitor Q3/Q4 cadence vs guidance and backlog conversion.
Note: We searched for recent Form 4 insider filings to quantify vested/unvested holdings and transactions but did not retrieve additional insider trade data; analysis relies on proxy ownership tables and award disclosures.