Thomas Murphy
About Thomas Murphy
Independent Class II director appointed June 25, 2025; serves as Audit Committee Chair and member of the Nominating & Corporate Governance Committee. Former audit and advisory partner at Crowe LLP (partner-in-charge of SEC Commercial Audit Practice) and earlier Senior Manager at EY; CPA with a BBA from the University of Notre Dame. The Board determined he is independent under NASDAQ listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crowe LLP | Partner; Partner-in-Charge, SEC Commercial Audit Practice; helped launch Advisory data analytics practice | 1993–2020 (retired 2020) | Led SEC audit practice; data analytics launch |
| Ernst & Young (EY) | Senior Manager | Prior to 1993 | Audit leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in appointment materials |
Board Governance
- Independence: Board designated Murphy independent under NASDAQ rules .
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member .
- Board size and structure: Eight directors; staggered classes. Lead Independent Director role (held by Kyle Derham until his June 25, 2025 resignation) exists per Corporate Governance Guidelines; independent directors have regularly scheduled meetings .
- Attendance: In 2024, Board held 7 meetings, Audit 6, Compensation 8, Nominating 1; each director attended ≥75% of meetings of Board/committees on which they served (Murphy joined in 2025; 2024 attendance reflects the prior composition) .
- 2025 director election outcome (confidence signal): Jore FOR 38,870,576; WITHHELD 216,102. Porter FOR 38,825,362; WITHHELD 261,316 .
| Committee | Role | Effective Date | Citation |
|---|---|---|---|
| Audit Committee | Chair | June 25, 2025 | |
| Nominating & Corporate Governance | Member | June 25, 2025 |
Fixed Compensation
| Component | Amount | Proration/Payment | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee director) | $50,000 | Paid quarterly, prorated for partial quarters | Applies to Murphy from appointment date |
| Audit Committee Chair fee | $15,000 | Paid quarterly, prorated | Murphy as Chair |
| Nominating & Corporate Governance Chair fee | $10,000 | Paid quarterly, prorated | Not applicable (member, not chair) |
| Meeting fees | — | — | Not specified in program |
Performance Compensation
| Equity Award | Target Value | Mix | Grant Timing | Vesting | Acceleration | Proration |
|---|---|---|---|---|---|---|
| Annual non-employee director grant | $108,000 | 50% RSUs; 50% stock options | Granted on date of each annual or special meeting | 100% on earlier of 1-year anniversary or day before next annual meeting, subject to service | Full vesting on death/disability; and change-in-control if not joining successor board | Pro-rated for first-year partial service |
- Director RSUs (service-only) granted in 2025 vest 100% on schedule described above; company-wide RSU disclosures confirm service-only vesting and director grants (219,196 RSUs to non-employee directors across the nine months ended Sept 30, 2025) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Considerations |
|---|---|---|---|
| — | — | — | None disclosed; 8-K states no related-party transactions requiring disclosure for Murphy |
Expertise & Qualifications
- CPA; deep SEC reporting and audit oversight experience; led SEC commercial audit practice at Crowe LLP .
- Data analytics practice launch background (relevant to risk oversight and controls) .
- Independence affirmed under NASDAQ standards .
Equity Ownership
| Filing | Date | Key Notes |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | July 8, 2025 | Filed upon joining Board; details of initial holdings reported therein |
| Form 4 (Changes in Beneficial Ownership) | July 8, 2025 | Reports subsequent equity grant/activity; exact share/option counts reported therein |
- Director compensation program emphasizes equity alignment via annual RSU/option grants; non-employee director awards subject to annual limits under the Incentive Plan (generally $500,000; $1,000,000 in first fiscal year of service) .
- No disclosures of pledging or hedging by Murphy; insider trading policy broadly restricts such activity and mandates pre-clearance and blackout windows for directors .
Governance Assessment
-
Positives:
- Independent Audit Chair appointment strengthens financial oversight; Murphy’s SEC audit leadership background is additive for controls and reporting reliability .
- No related-party transactions involving Murphy; independence affirmed at appointment .
- Clear, shareholder-friendly director compensation structure with modest cash retainers and service-based, time-vested equity; change-in-control treatment limited to service/board continuity conditions .
- Board elections in May 2025 showed strong support for incumbents, signaling investor confidence .
-
Watch items:
- Board turnover in June 2025 (two resignations) increases emphasis on committee transition and continuity; however, resignations were non-disagreement and stemmed from external obligations (Deputy Secretary of Commerce) and other opportunities .
- Ensure Audit Committee transition from prior chair to Murphy preserves “financial expert” coverage and cadence; Board previously designated an audit committee financial expert (Paul Dabbar) before his resignation .
-
Board process/quality indicators:
- Independent directors meet regularly; Board/committee meeting frequency and ≥75% attendance in 2024 indicates active oversight culture .
- Compensation Committee responsibilities include administering executive ownership guidelines and director pay recommendations; Non-Employee Director Program transparently disclosed .
Appendices and Reference Highlights
- Appointment and committee roles: Item 5.02 8-K (June 26, 2025) ; press release background .
- Director compensation program details and vesting/acceleration: DEF 14A (April 16, 2025) .
- RSU grant and vesting practices, plan limits: Q3 2025 10-Q (Nov 14, 2025) .
- Insider trading and clawback frameworks: DEF 14A .
- Say-on-pay: Not on 2025 ballot; 2025 meeting outcomes limited to director elections and auditor ratification .