Thomas A. Munro
About Thomas A. Munro
Independent director of Airgain, Inc. since 2004; age 68. Former CEO of Verimatrix (2005–2019) and longtime finance executive (CFO roles at Wireless Facilities, Precision Digital Images, and MetLife Capital). Holds a BA in business and an MBA from the University of Washington. The Board deems him independent under Nasdaq rules; he is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verimatrix, Inc. | Chief Executive Officer | Apr 2005 – Mar 2019 | Led internet security technology company; executive leadership experience |
| Wireless Facilities, Inc. | President | 2001 – 2003 | Operating leadership in wireless/telecom services |
| Wireless Facilities, Inc. | Chief Financial Officer | 1997 – 2001 | Finance oversight; public company CFO experience |
| Precision Digital Images | Chief Financial Officer | 1994 – 1995 | Finance leadership |
| MetLife Capital Corporation | Chief Financial Officer | 1992 – 1994 | Finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kineticom, Inc. (private) | Director (prior) | Not disclosed | Private company board service |
| CommNexus (private) | Director (prior) | Not disclosed | Private company board service |
| Shadowbox (private) | Director (prior) | Not disclosed | Private company board service |
| BandwidthX (private) | Director (prior) | Not disclosed | Private company board service |
No current public company directorships disclosed for Mr. Munro in the proxy.
Board Governance
- Board classification: Class III director nominee (term to expire at 2028 annual meeting if elected).
- Committees: Chair, Compensation Committee; Member, Audit Committee; not listed on Nominating & Corporate Governance.
- Audit Committee financial expert designation: Munro is one of two directors designated by the Board.
- Independence: Board determined all directors except the CEO are independent; Munro is independent.
- Board leadership: Chair is James K. Sims; independent directors hold regular executive sessions.
- Attendance: In 2024, each director attended at least 88% of Board and applicable committee meetings; Board met 6 times; committee meetings held—Audit: 4, Compensation: 2, Nominating & Governance: 3.
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Cash fees earned | $49,267 | As reported for Munro (non-employee director) |
| Annual retainer policy | $32,000 | Standard non-employee director annual retainer (Chair of Board: $58,500) |
| Committee chair fees | $10,600 | Compensation Committee chair annual retainer (Audit: $16,000; N&CG: $8,000) |
| Committee membership fees | $5,300 | Compensation Committee member annual retainer (Audit: $8,000; N&CG: $4,000) |
Director stock ownership guideline: at least 3× the then-current annual retainer; compliance within 3 years for newly appointed directors.
Performance Compensation
| Equity Component (2024) | Grant Value (Fair Value) | Vesting | Notes |
|---|---|---|---|
| Stock options | $37,220 | Annual director award vests on first anniversary | Annual award on first trading day in February; options valued via Black-Scholes |
| RSUs | $37,295 | Annual director award vests on first anniversary | RSUs sized by dividing $30,000 by 30-day trailing average (Chair $45,000) |
- Outstanding at 12/31/2024: Options 102,682; RSUs 8,381 (Munro).
- Change-in-control: All non-employee director awards vest in full immediately prior to a change in control, if outstanding.
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation Committee interlocks | None; no member served as an officer or employee during 2024 (Sims’ prior interim CEO service predates his committee tenure during those periods). |
| Executive officers on other boards with interlocks | None disclosed. |
Expertise & Qualifications
- CEO and CFO experience across wireless and technology sectors; extensive knowledge of Airgain’s business and history.
- Audit committee financial expert; financial sophistication per Nasdaq rules.
- Education: BA in business, MBA (University of Washington).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Components/Notes |
|---|---|---|---|
| Thomas A. Munro | 137,523 | 1.2% | Includes 102,681 shares acquirable via options within 60 days and 24,216 shares underlying deferred RSUs; based on 11,794,084 shares outstanding (record date 4/14/2025). |
- Insider trading policy: Prohibits pledging, hedging, margin purchases, short sales, and derivative transactions in company stock.
Insider Trades
- Section 16(a) compliance: Company states all Reporting Persons complied with applicable filing requirements for fiscal year 2024.
Governance Assessment
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Strengths
- Independent director with deep operating and finance background; designated audit committee financial expert.
- Committee leadership as Compensation Chair; engaged across key oversight functions (audit, compensation).
- Attendance and engagement indicated (≥88% attendance; regular executive sessions of independent directors).
- Ownership alignment via equity awards and director ownership guideline (≥3× retainer).
-
Potential Risks / Red Flags
- Classified Board structure may entrench directors and reduce immediate accountability; Board justifies structure for continuity and takeover defense.
- Director equity awards fully accelerate upon change-in-control, which can be perceived as reducing deal-related governance friction but may be seen as misaligned if overly generous.
- Long tenure (since 2004) can raise concerns about independence over time despite formal independence determinations.
-
Related-Party Transactions and Conflicts
- Audit Committee reviews and approves any related-party transactions; proxy sections reviewed do not disclose director-related transactions for Munro.
Overall: Munro’s finance and operating expertise, audit committee financial expert status, and committee leadership support board effectiveness. Investors should weigh long tenure and classified board implications against strong committee engagement, attendance, and ownership alignment disclosures.