Timothy Hanley
Sphere 3DAbout Timothy Hanley
Timothy Hanley, age 68, has served as an independent director of Sphere 3D Corp. since May 31, 2022. He is the Audit Committee Chair and qualifies as an audit committee financial expert; he also sits on the Compensation and Nominating & Governance Committees. Hanley is the Acting Keyes Dean for the College of Business at Marquette University (since March 2020), a former Senior Partner and U.S. Vice Chairman at Deloitte & Touche LLP, and holds a B.S. in Accounting from Marquette University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Senior Partner; U.S. Vice Chairman; Process & Industrial Products Leader; led Global Consumer & Industrial Products to >$14B revenue | May 2002 – May 2019 | Significant leadership; global practice growth |
| Arthur Andersen | Audit Partner (large manufacturers) | Began career in 1978 | Audit leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marquette University | Acting Keyes Dean, College of Business | Since March 2020 | Academic leadership |
| Deloitte | Advisor (leadership development program in Asia) | Since June 2019 | Executive education advisory |
| National Association of Manufacturers | Board Member | Not specified | Industry advocacy and governance experience |
Board Governance
- Independence: The Board determined Hanley is independent under NI 58-101, NI 52-110, and Nasdaq Rule 5605(a)(2); the Board has a majority of independent directors .
- Committee assignments: Audit Committee Chair (Hanley qualifies as an audit committee financial expert per Item 407(d)(5)); member, Compensation Committee; member, Nominating & Governance Committee .
- Meetings & attendance: In 2024, Board held 16 meetings (1 without management) and passed 11 unanimous written consents; Audit Committee held 4 meetings (1 without management); Compensation Committee held 2 meetings (both without management). Each director attended at least 75% of meetings of the Board and committees on which they served .
- Shareholder support: Hanley was re-elected with 93.02% votes “For” on May 29, 2025 (4,270,895 For; 320,315 Withheld) — a strong endorsement of his board role .
- Compensation Committee practice: No independent compensation consultant used in 2024; NFP Compensation Consultants were used in 2023, and the 2024 strategy followed 2023 recommendations .
Fixed Compensation
| Year/Program Element | Amount | Notes |
|---|---|---|
| 2024 Fees Earned (Hanley) | $67,500 | Director cash compensation paid in 2024 |
| Pre-change annual cash retainer (Jan 1 – Mar 31, 2024) | $75,000 | Payable quarterly, pro-rated for partial periods |
| Chairman of Board additional cash (pre-change) | $20,000 | Payable quarterly (applies to Board Chair, not Hanley) |
| Committee Chair cash (pre-change) | $15,000 | Payable quarterly, pro-rated; Hanley served as Audit Chair |
| Effective April 1, 2024—annual cash retainer | $60,000 | Board reduced cash compensation; Chairman fees eliminated |
The Board Compensation Program provides each Non-Employee Director an annual equity award valued at $100,000, with choice between RSUs or stock options; grants vest in full 364 days after grant and are issued at market close on annual meeting date, subject to share availability under the plan .
Performance Compensation
| Grant Date | Award Type | Shares/Units | Grant-Date Fair Value | Pricing Basis | Vesting |
|---|---|---|---|---|---|
| Jan 9, 2024 | RSUs | 57,471 | $152,298 | Closing price $2.65 (sizing based on $1.74 at Dec 5, 2023 annual meeting) | Vest in full Dec 5, 2024 |
| May 21, 2024 | RSUs | 96,154 | $113,942 | Closing price $1.185 (sizing based on $1.04 at May 15, 2024 annual meeting) | Vest in full May 15, 2025 |
| 2024 Option Awards (Hanley) | — | — | — | None granted in 2024 | Option column shows “—” for Hanley |
| Performance Metrics for Director Equity | Detail |
|---|---|
| None disclosed; time-based vesting only | Director RSU/option awards vest on a time basis (364 days post-grant); no performance metric targets disclosed for director awards |
Other Directorships & Interlocks
| Company | Role | Committees | Tenure | Notes |
|---|---|---|---|---|
| None | — | — | — | Proxy notes only Ms. Harnett serves on another public company board; Hanley does not |
Expertise & Qualifications
- Audit Committee financial expert designation; financially literate under NI 52-110; meets additional independence standards under Exchange Act Rule 10A-3 and Nasdaq 5605(c)(2)(A) .
- Deep advisory and operating experience in manufacturing, digital transformation, strategy execution, acquisitions, and market development .
- Education: Bachelor of Science in Accounting, Marquette University .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | Ownership % | Breakdown |
|---|---|---|---|
| Timothy Hanley | 217,279 | Less than 1% | 103,553 common shares; 96,154 RSUs vesting May 15, 2025; 17,572 vested stock options |
| Shares Outstanding (Record Date: Apr 7, 2025) | 26,178,282 | — | Company total shares outstanding |
As of the 2024 fiscal year-end, Hanley held 17,572 options and 96,154 RSUs; no pledging or hedging disclosures were noted in the proxy for Hanley .
Governance Assessment
- Strengths: Independent director and Audit Committee Chair with audit committee financial expert status, enhancing financial oversight and investor confidence . Strong re-election support (93.02% “For”) signals shareholder endorsement . Equity-heavy director pay structure (annual $100,000 equity award) and 2024 shift toward lower cash retainer increase alignment with shareholders .
- Engagement: Board and committees met regularly, including sessions without management; each director met at least the 75% attendance threshold, indicating baseline engagement .
- Alignment considerations: Hanley’s beneficial ownership is modest (<1%), which may reflect limited “skin-in-the-game” versus larger-cap boards, though RSU awards provide ongoing alignment via time-based vesting .
- Compensation governance: The Compensation Committee did not employ an independent consultant in 2024 (used NFP in 2023); maintaining prior strategy is acceptable but continued independent benchmarking would strengthen governance optics .
- Shareholder feedback: Say-on-pay in 2024 passed at 84.179% “For”, indicating general investor acceptance of executive compensation practices .
- RED FLAGS: No penalties or sanctions for proposed directors; no other public-company interlocks for Hanley; no related-party transactions disclosed for Hanley in the proxy sections reviewed .