Ryan Tarkington
About Ryan Tarkington
Ryan Tarkington is Senior Vice President, General Counsel & Corporate Secretary of Thermon Group Holdings (THR). He joined Thermon in February 2019 and was promoted to SVP in May 2022; he holds a B.A. from Rice University and a J.D. from The University of Texas School of Law . As of May 22, 2025, his age is disclosed as 44 . During his tenure, Thermon delivered FY2025 revenue of $498 million (+1% YoY), net income of $53.5 million (+4%), GAAP EPS of $1.57 (+4%), and Adjusted EBITDA of $109.2 million (+5%), while executing strategic acquisitions (Vapor Power, F.A.T.I.), repurchasing $20 million of stock, and reducing debt by $28.6 million . Over the FY2023 RTSR PSU performance window (Jun 1, 2022–Mar 31, 2025), Thermon’s TSR was 91.9% (90th percentile vs. peers), indicating strong shareholder value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rowan Companies plc | Senior Counsel | 2017–2019 | Senior legal role for international offshore drilling operations |
| Paragon Offshore plc | Associate General Counsel | 2014–2017 | Corporate legal leadership across restructuring/operations for offshore drilling |
| Transocean Ltd. | Senior Counsel | 2011–2014 | Legal counsel for global offshore drilling activities |
| Vinson & Elkins L.L.P. | Attorney | Early career | Foundational corporate/energy legal experience |
External Roles
No public company directorships or external board roles are disclosed for Tarkington in Thermon’s FY2025 10-K executive officers section .
Fixed Compensation
Thermon does not use employment contracts for executives and emphasizes market-competitive base pay overseen by the HCMC Committee with independent consultant support (Mercer) . Tarkington’s specific base salary, bonus paid, and perquisites are not disclosed because he was not a Named Executive Officer (NEO) in FY2025; NEO base pay moved modestly higher YOY (e.g., CEO +3.5%) within a pay-for-performance framework .
Performance Compensation
Thermon’s executive incentive design ties compensation to revenue growth, adjusted profitability, and ESG talent/safety outcomes in the short term, and EBITDA and ROIC in long-term PSUs; Tarkington participates in the executive program design as General Counsel, though award specifics for him are not disclosed .
FY2025 Short-Term Incentive Program (Company-Level)
| Metric | Threshold | Target | Maximum | Actual FY2025 | Payout as % of Target | Weighting | Weighted % of Target |
|---|---|---|---|---|---|---|---|
| Revenue ($mm) | $485.8 | $539.8 | $593.8 | $491.6 | 55.4% | 30% | 16.6% |
| Adjusted EBITDA ($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 | 76.0% |
Notes:
- STIP metrics: GAAP Revenue, Adjusted EBITDA, and ESG (TRIR/LTIR, new-hire turnover reduction, diverse candidate slates) .
- NEO payouts averaged ~76% of target based on these results; individual NEO payouts are disclosed, but Tarkington’s are not .
Long-Term Incentives (Design Overview)
| Award Type | Target Weighting | Metrics/Structure | Vesting |
|---|---|---|---|
| RSUs | 35% | Retention and equity ownership alignment | 3-year, annual tranches |
| PSUs – EBITDA | 35% of LTIP | Three separate one-year Adjusted EBITDA targets; banked each year; cliff vest at 3 years | |
| PSUs – ROIC | 30% of LTIP | Three one-year ROIC targets; threshold set at WACC to pay only for value creation; cliff vest at 3 years |
Recent PSU outcomes (for NEOs, illustrating plan rigor): FY2025 EBITDA perf. achieved 83.8% of the 1/3 tranche targets; FY2025 ROIC perf. achieved 90.8% of the 1/3 tranche targets; FY2023 RTSR PSU paid at 200% (90th percentile TSR) .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 5x salary; Senior VP 2x; Other Executive Officer 1x; five-year compliance horizon; 100% retention requirement until threshold met; performance awards and options excluded from calculation .
- Anti-hedging/anti-pledging: Executives may not hedge, pledge, or hold Thermon stock in margin accounts; annual certifications required .
- Clawback: Dodd-Frank-compliant recoupment of incentive compensation upon accounting restatement for covered current/former executive officers .
- Tarkington’s specific share ownership and pledged shares are not disclosed in the FY2025 proxy ownership table (which lists directors and NEOs) .
Employment Terms
- Executive Severance Plan: Covers executive officers designated by the HCMC Committee; on involuntary termination without cause or resignation for good reason, benefits include salary continuation, pro-rated annual bonus for year of termination, and lump-sum COBRA premium equivalent; CEO multiple 1.5x, other NEOs 1.0x; severance period 18 months (CEO) or 12 months (others) .
- Change-in-Control (CIC): On qualifying termination within 24 months of a CIC, CEO multiple 2.5x and 30 months; other NEOs multiple 2.0x and 24 months; 100% vesting of unvested equity with PSUs vesting at greater of target or actual-to-date; if awards are not assumed at CIC, immediate vesting per plan discretion .
- Equity award treatment on termination: RSUs pro-rate vest if terminated without cause; PSUs pro-rate based on time served and pay out per original performance terms; forfeiture if terminated for cause or voluntary resignation .
- No employment contracts (reduces guaranteed pay and lock-in risk) .
- Insider trading policy governs blackout windows and compliance; filed as Exhibit 19.1 to the 2025 Annual Report .
Investment Implications
- Alignment: Strong governance with ownership guidelines, clawback, and strict anti-hedging/pledging policies reduce misalignment risks—supportive for legal/compliance leadership roles like General Counsel .
- Performance linkage: Company-wide incentives emphasize Adjusted EBITDA, ROIC, and TSR, with demonstrated outcomes (e.g., 200% RTSR PSU payout and positive EBITDA growth), suggesting compensation structure rewards value creation during Tarkington’s tenure .
- Retention risk: Absence of employment contracts means less guaranteed tenure; severance/CIC protections provide moderate retention value but are lower than CEO’s; executive program design relies on equity/PSU cliff vesting to retain talent .
- Selling pressure: Blackout policies and anti-pledging reduce forced selling; RSU annual vesting and PSU cliffs (March 31, 2026/2027 for recent grants) can create liquidity windows for eligible executives, but individual holdings/awards for Tarkington are not disclosed, limiting conclusions on his personal selling pressure .
- Shareholder sentiment: Robust 2024 Say-on-Pay support (~97% approval) indicates investor endorsement of pay-for-performance approach that also governs executive officers .