Thomas Cerovski
About Thomas Cerovski
Thomas Cerovski is Senior Vice President and Chief Operating Officer of Thermon Group Holdings, Inc., appointed effective July 1, 2025, after joining Thermon in January 2019 as SVP, Global Sales . He holds a B.S. from Montana State University, an M.S. from Purdue University, and an M.B.A. from George Washington University, and brings more than 25 years of energy industry leadership across engineering, product management, sales, and business unit management . Compensation design ties significant pay to performance via Adjusted EBITDA and ROIC PSUs (65% of LTIP) with remaining RSUs for retention, and NEO variable compensation averages 57% of target total direct compensation, reinforcing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trojan Battery Company | SVP, Global Sales & Business Development | 2018–2019 | Led global commercial development for a leading deep‑cycle battery manufacturer . |
| Dover Corporation (Wayne Fueling Systems) | VP & GM, Dispenser Business Unit; VP, Product & Technology Services | 2013–2018 | P&L and product/technology leadership in industrial products . |
| General Electric Company | Various positions | ~14 years | Broad engineering, product and sales leadership experience . |
| U.S. Nuclear Regulatory Commission | Began career | Not disclosed | Early technical/regulatory grounding . |
External Roles
- No external public-company directorships disclosed in the proxy materials reviewed for Cerovski .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $316,448 | $332,073 | $361,062 |
| All Other Compensation ($) | $10,114 | $15,478 | $17,827 |
| Total Compensation ($) | $959,143 | $1,081,715 | $844,264 |
| Base Salary Progression | March 31, 2023 | March 31, 2024 | % Change |
|---|---|---|---|
| Thomas Cerovski | $336,000 | $369,600 | 10% |
- Effective July 1, 2025, Cerovski’s base salary as COO is $450,000 and his target bonus under the STIP is 75% of base salary (prorated for FY25 in-role service) .
Performance Compensation
Short-Term Incentive (STIP)
| Metric | FY 2024 Actual | FY 2025 Target | FY 2025 Payout |
|---|---|---|---|
| Non-Equity Incentive Plan Compensation ($) | $215,413 | $284,457 | Approximately 76% of target for eligible NEOs |
Long-Term Incentive Program (LTIP) Design and Awards
| Component | Target Weighting | Performance Metric | FY 2025 Target Award (Units/$) | Vesting |
|---|---|---|---|---|
| PSUs | 35% | Adjusted EBITDA | 3,110 units; grant-date FV $104,994 | Vests Mar 31, 2027, subject to performance and service |
| PSUs | 30% | ROIC | 2,665 units; grant-date FV $89,970 | Vests Mar 31, 2027, subject to performance and service |
| RSUs | 35% | Time-based | 3,110 units; grant-date FV $104,994 | Equal annual installments on Jun 1, 2025–2027 |
| LTIP Target Value (Cerovski) | — | — | $300,000 (20% increase vs FY24) | — |
- Program structure: RSUs 35% for retention; PSUs 65% split EBITDA (35%) and ROIC (30%) to drive profitability and capital efficiency over three one-year performance periods .
- Prior structure (FY2024 awards): RSUs plus PSUs for ROIC and Adjusted EBITDA; RSU grant-date price $22.73 on June 1, 2023 .
Outstanding FY2023–FY2024 PSU Schedules (as of Mar 31, 2025)
- FY2023 Grants: 3,299 ROIC PSUs and 3,849 EBITDA PSUs vest Mar 31, 2026, subject to certification .
- FY2024 Grants: 2,665 ROIC PSUs and 3,110 EBITDA PSUs vest Mar 31, 2027, subject to certification .
Equity Ownership & Alignment
Beneficial Ownership
| As of Record Date | Shares Beneficially Owned | Percentage of Outstanding |
|---|---|---|
| FY 2023 | 24,113 | <1% |
| FY 2024 | 42,106 | <1% (33,871,009 shares outstanding) |
Outstanding Equity Awards (as of Mar 31, 2025)
| Award Type | Unvested/Unearned Units (#) | Market/Payout Value ($) | Notes |
|---|---|---|---|
| RSUs (unvested) | 7,571 | $210,852 (at $27.85/share) | Vest tranches: Jun 1, 2025; Jun 1, 2026; Jun 1, 2027 |
| PSUs (unearned at target) | 12,923 | $359,906 (at $27.85/share) | Vest dates: Mar 31, 2026 and Mar 31, 2027 (subject to certification) |
- RSU tranche details for Cerovski: 1,895 unvested from Jun 1, 2022 vesting Jun 1, 2025; 2,566 unvested from Jun 1, 2023 vesting in equal annual installments on Jun 1, 2025 and 2026; 3,110 unvested from Jun 1, 2024 vesting in equal annual installments on Jun 1, 2025, 2026, and 2027 .
- Options: No outstanding options reported for Cerovski as of FY2025 year-end; no option exercises reported in FY2023 .
- Stock ownership guidelines: SVPs must hold 2x annual base salary; counting time-based RSUs/restricted shares and indirect holdings; performance awards and unexercised rights/options excluded; 100% retention applies until threshold met. NEOs are either compliant or within the time window to achieve compliance .
- Hedging/pledging: Company insider trading policy prohibits hedging (including short sales and options) and prohibits holding in margin accounts or pledging company securities .
Employment Terms
Severance and Potential Payments Upon Termination (as of Mar 31, 2023)
| Component | Amount ($) |
|---|---|
| Base Salary Continuation | $336,000 |
| Bonus for Fiscal 2023 | $249,055 |
| Lump Sum COBRA | $20,517 |
| Acceleration of RSUs | $274,294 |
| Acceleration of PSUs (assumed at target) | $175,811 |
| Total | $1,055,677 |
- Conditions: As of Mar 31, 2023, 12‑month severance for NEOs upon termination without cause or resignation for good reason; equity accelerations subject to award terms and certification of performance goals .
- Change-in-control protections: Company policy framework includes no single‑trigger cash severance; clawback provisions; no tax gross‑ups on termination benefits .
- Appointment terms (COO): Annual base salary $450,000; eligible for Amended & Restated STIP with a 75% target bonus (prorated), no related‑party conflicts disclosed, and no family relationships with directors/officers .
Investment Implications
- Alignment and incentives: Cerovski’s LTIP weighting (65% PSUs on EBITDA/ROIC, 35% RSUs) and NEO variable pay (~57% on average) support pay-for-performance alignment; his LTIP target was increased 20% in FY2025 ($300,000), recognizing contributions and market alignment .
- Retention and selling pressure: Multiple RSU tranches vest on Jun 1, 2025/2026/2027 and PSUs on Mar 31, 2026/2027, creating predictable vest‑related liquidity events; policy prohibits hedging/pledging, mitigating alignment risks .
- Progression and execution: Promotion to COO with $450,000 base and 75% STIP target suggests confidence in operational leadership; FY2025 STIP paid ~76% of target for eligible NEOs, indicating performance attainment though below maximums .
- Downside protections and governance: Severance totals indicate standard 12‑month protection for NEOs without single‑trigger cash severance; clawbacks and no tax gross‑ups enhance governance quality .
- Ownership and skin‑in‑the‑game: Beneficial ownership rose from 24,113 to 42,106 shares (<1%), with stock ownership guideline compliance or active progress expected per policy; unvested RSUs/PSUs carry material value, aligning interests with shareholders .