Jamie Thingelstad

About Jamie Thingelstad

Jamie Thingelstad, age 53, has served as an independent director of Air T, Inc. since July 2023. He is Chief Technology Officer of SPS Commerce (since 2013) and previously held CTO/COO roles at 8thBridge and CTO roles at the Wall Street Journal Digital Network and Dow Jones enterprise division, overseeing large-scale, 24/7 technology platforms . The Board cites his significant experience managing complex technology platforms as needed expertise for Air T’s businesses .

Past Roles

External Roles

Board Governance

• Independence status: Independent under NASDAQ rules; only Nick Swenson (CEO) and Gary Kohler are not independent .
• Committee assignments: Not listed on Audit, Compensation, or Nominating Committees. Current membership: Audit—Travis Swenson (Chair), McClung, Cabillot; Compensation—McClung (Chair), Cabillot, Travis Swenson; Nominating—Foudray (Chair), Cabillot, McClung .
• Attendance: Board met 4 times in FY ended March 31, 2025; each director attended at least 75% of Board and committee meetings (six directors attended the prior annual meeting) . In the prior year, the Board met 5 times with at least 75% attendance .
• Lead Independent Director: Raymond Cabillot has served since 2019, leading executive sessions and acting as liaison .
• Hedging policy: As of March 2025, Air T prohibits director/officer/employee hedging or monetization transactions in company securities .
• Shareholder voting support (2025 Annual Meeting): High approval for director elections, say‑on‑pay, preferred stock authorization, and auditor ratification, indicating strong investor confidence .

Fixed Compensation

• Director fee structure (FY2025): Non‑employee directors received $1,500 per month plus $750 per Board/committee meeting; Audit Committee members received $1,750 per month in lieu of meeting fees; Audit Chair received $2,600 per month; Lead Independent Director received $500 per month .
• Jamie Thingelstad’s cash compensation:
  • FY2025 total: $42,000 (all cash)
  • FY2024 total: $23,000 (all cash)

Performance Compensation

• No performance‑based director compensation metrics disclosed (e.g., TSR, EBITDA targets) for directors .
• Equity awards to directors under the 2020 Omnibus Stock and Incentive Plan were disclosed at group level: non‑employee directors as a group held 8,750 options as of June 30, 2025; vesting is contingent on share price “tranches” at future annual testing dates, and none were vested as of June 30, 2025 . Plan permits vesting acceleration upon “change in control” .

Other Directorships & Interlocks

• Notable related‑party elsewhere on Board: Air T holds a 19.90% stake in Cadillac Castings, Inc. (CCI), majority owned by CEO Nick Swenson; Swenson’s 67% CCI ownership and the Company’s investment are disclosed as related‑party .

Expertise & Qualifications

• Technology leadership: Extensive experience as CTO/COO, operating platforms at scale with 24/7 availability—Board recognizes this as increasingly important to Air T’s businesses .
• Governance complement: Adds depth in cybersecurity/technology risk oversight at Board level (Audit Committee charter includes technology risks/cybersecurity, though Thingelstad is not on the committee) .

Equity Ownership

• Beneficial ownership (as of June 30, 2025): The proxy table lists Thingelstad with “—” for shares and percent, indicating no beneficial ownership disclosed .
• Prior year (as of May 31, 2024): The proxy table lists Thingelstad with “-------,--------” (no beneficial ownership disclosed) .
• Short‑term equity rights: As of June 30, 2025, “Includes 0 shares which the following executive officers and directors have the right to acquire within 60 days through the exercise of stock options” (i.e., none for directors within 60 days) .

Governance Assessment

• Board effectiveness: Thingelstad contributes strong technology oversight at the full Board level; however, he is not seated on Audit/Compensation/Nominating committees, limiting direct influence on controls, pay design, or nominations .
• Independence and engagement: He is independent and met minimum attendance thresholds (Board-wide ≥75%); Board met 4 times in FY2025 and 5 times in FY2024 .
• Ownership alignment: No beneficial ownership disclosed for Thingelstad; cash‑heavy director pay with limited disclosed equity participation may suggest weaker alignment versus equity‑based norms (group‑level options exist but non‑vested) .
• Shareholder sentiment: 2025 votes show near‑unanimous support for directors and pay (say‑on‑pay 2,034,434 for vs 2,986 against), and for auditor ratification—positive investor confidence signal .
• Policy signals: March 2025 prohibition on hedging improves alignment and risk control for insiders .
• RED FLAGS (board-level context):
  • CEO also Chairman; Board continues to prefer combined roles, mitigated by Lead Independent Director .
  • Related‑party exposure via CEO’s majority interest in CCI and Air T’s investment—ongoing conflict‑of‑interest risk (no link to Thingelstad, but relevant to overall governance environment) .
  • Limited director equity ownership disclosed for several directors (including Thingelstad), reducing “skin‑in‑the‑game” optics .

Implications: For investors focused on governance alpha, Thingelstad’s technology oversight is a plus amid growing cyber/tech risk. However, lack of personal share ownership and no committee roles temper direct accountability leverage. Overall shareholder voting support and anti‑hedging policy are positives, while CEO/Chair combination and related‑party ties elsewhere on the board remain structural governance risks .