Thomas J. Carley
About Thomas J. Carley
Independent director at BBSI since 2000 (age 66 as of April 1, 2025). Former COO of Urth Organic Corporation (2018–2023), previously principal and co-founder of Portal Capital (2006–2018), with earlier roles in public accounting at Price Waterhouse & Co. and as President and CFO of Jensen Securities for eight years in the 1990s. Education: MBA (Accounting & Finance), University of Chicago Booth; A.B. in Economics and Classics, Dartmouth College. He brings deep financial, accounting, and investment oversight expertise; currently chairs the Nominating & Governance Committee and is a member of the Risk Management Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Urth Organic Corporation | Chief Operating Officer | Aug 2018 – Jun 2023 | Operational leadership; financial expertise applied to distribution of organic ag products |
| Portal Capital | Principal, co-founder | Jul 2006 – Jun 2018 | Led all financial duties; investment management experience |
| Price Waterhouse & Co. | Accountant | Early career (dates not specified) | Public accounting foundation; audit/controls exposure |
| Jensen Securities | President & CFO | Eight years in the 1990s | Securities/investment banking; finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Urth Organic Corporation | Director | Current | Governance role (private company) |
| Tracy Memorial Library (New London, NH) | Trustee & Treasurer | Current | Community/non-profit fiscal oversight |
Board Governance
- Independence: Determined independent under Nasdaq Rule 5605; outside directors meet at least twice per year in executive session without management .
- Committee assignments: Chair, Nominating & Governance Committee; Member, Risk Management Committee .
- Attendance: Board met seven times in 2024; each director attended at least 93% of Board and committee meetings during service in 2024; in 2023, at least 85% .
- Board leadership: Separate Chair and CEO; independent Chair (Anthony Meeker through 2024; Joseph S. Clabby appointed Chair effective June 2, 2025) .
| Governance Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 7 | 7 |
| Director attendance rate | ≥85% | ≥93% |
| Executive sessions of outside directors | At least 2/year | At least 2/year |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $80,000 | Comprised of annual retainer plus committee chair/member retainers |
| Annual Director Retainer | $65,000 (outside directors); $155,000 (Chair) | Paid monthly in cash in 2024 |
| Committee Chair Retainers | Audit $15,000; Comp $10,000; Risk $10,000; Nominating $10,000 | Annual amounts |
| Committee Member Retainers | Audit $7,500; Comp $5,000; Risk $5,000; Nominating $5,000 | Annual amounts |
| 2025 Retainer Update | $70,000 for non-employee directors (ownership guideline basis) | Effective Jan 1, 2025 |
Performance Compensation
| Equity Instrument | Grant Date | Amount/Terms | Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | Jul 1, 2024 | 3,064 RSUs | $99,978 | Cliff vest Jul 1, 2025; 1 share per RSU |
| Director stock options (outstanding) | N/A (legacy grants) | 25,000 options held (Carley) | N/A | Strike/expiration not disclosed in director section |
| RSUs (held at 12/31/2024) | Dec 31, 2024 | Each outside director held 3,064 unvested RSUs | N/A | Vests Jul 1, 2025 |
No director performance metrics apply to equity awards; RSUs are time-based. Options for outside directors remain outstanding but new option grants to directors were not disclosed for 2024 .
Other Directorships & Interlocks
| Entity | Type | Relationship to BBSI | Potential Interlock/Conflict |
|---|---|---|---|
| Urth Organic Corporation | Private company | None disclosed | No related-party transaction noted |
| Tracy Memorial Library | Non-profit | None | No conflict exposure |
- Independence review noted business relationships for other directors (Patriot Growth, Cambia), none for Carley; Board affirmed independence .
Expertise & Qualifications
- Financial and accounting expertise from Price Waterhouse & Co.; CFO/President experience at Jensen Securities; investment management background (Portal Capital) .
- MBA in Accounting & Finance (Chicago Booth) and A.B. in Economics & Classics (Dartmouth) .
- Chairs Nominating & Governance Committee; contributes to succession planning, governance framework, and ethics/compliance oversight .
- Risk oversight experience via Risk Management Committee (enterprise risk, investments, insurance, cyber) .
Equity Ownership
| Item | Amount | As-of Date | Notes |
|---|---|---|---|
| Total beneficial ownership | 128,636 shares | Apr 7, 2025 | Includes options exercisable within 60 days |
| Ownership % of outstanding | <1% | Apr 7, 2025 | Asterisk denotes <1% |
| Options exercisable within 60 days | 25,000 shares | Apr 7, 2025 | Included in beneficial ownership |
| Shares owned by spouse | 12,008 shares | Apr 7, 2025 | Indirect beneficial |
| Unvested RSUs held (director grant) | 3,064 RSUs | Dec 31, 2024 | Vests Jul 1, 2025 |
| Pledged shares (historical) | 18,907 shares | Apr 8, 2024 | Pledged as collateral (historical red flag) |
| Current pledges | None for any director | Apr 21, 2025 | Insider policy prohibits pledging absent approval; none outstanding |
| Director ownership guideline | ≥3x annual cash retainer | Policy | Directors met or are on track; retainer $70,000 as of 2025 |
Compensation Committee Analysis (context for governance)
- Committee composition changed from Price (chair), Cusick, Meeker in 2024 to Price (chair), Cusick, Clabby in 2025 .
- Mercer retained as independent advisor; committee reviewed conflicts and found none; peer group refreshed mid-2024 for 2025 decisions .
- “Say-on-pay” approval: >87% in 2023; >93% in 2024—signals investor support for pay practices .
Related Party Transactions & Policies
- Audit Committee must review/approve transactions with directors/officers; directors must disclose personal interests and recuse where conflicts exist .
- Anti-hedging policy prohibits director/executive hedging; insider trading policy prohibits margin/pledging without prior approval; as of 2025, none pledged .
Governance Assessment
- Strengths: Long-tenured independent director with deep finance/accounting background; chairs Nominating & Governance (succession and governance oversight); member of Risk Management (enterprise risk, cyber, investments); high attendance; independence affirmed; ownership aligned with guidelines; removal of prior share pledge enhances alignment .
- Pay/structure: Director compensation mix balanced (cash retainer plus annual RSUs with 1-year vest); committee fees reflect responsibilities; no performance-linked director equity, reducing risk of short-termism .
- RED FLAGS: Historical pledging of 18,907 shares (2024) is a governance concern, but remediated by 2025 with no pledges outstanding .
- Signals: Strong say-on-pay support suggests investor confidence in overall governance and compensation oversight; no related-party exposure associated with Carley disclosed .
Overall, Carley’s profile supports board effectiveness in governance and risk oversight with strong independence and attendance, and improved alignment following elimination of pledged shares.