Thomas W. Ross, Sr.
About Thomas W. Ross, Sr.
Independent director and Lead Independent Director of BLCO; age 74. Director since April 2022; served as Chairman of the Board from July 19, 2022 to March 6, 2023 and Lead Independent Director since March 6, 2023 (also LID May–July 2022). Background includes serving as President Emeritus of the University of North Carolina (UNC) after tenure as UNC President (Jan 2011–Jan 2016), President of the Volcker Alliance (Jul 2016–Dec 31, 2021), and extensive legal/government roles; holds a B.A. in Political Science from Davidson College and a J.D. from UNC School of Law. The Board cites his leadership, governance experience, and legal/compliance expertise as qualifications.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of North Carolina (UNC) | President | Jan 2011–Jan 2016 | Led UNC system; governance and strategic oversight |
| Volcker Alliance | President | Jul 2016–Dec 31, 2021 | Governance reform; now Director |
| Davidson College | President | Not disclosed | Executive leadership in higher education |
| Z. Smith Reynolds Foundation | Executive Director | Not disclosed | Philanthropy leadership |
| NC Administrative Office of the Courts | Director | Not disclosed | Judicial administration |
| North Carolina Superior Court | Judge | Not disclosed | Judicial experience |
| U.S. Rep. Robin Britt’s office | Chief of Staff | Not disclosed | Public policy leadership |
| Smith, Patterson, Follin, Curtis, James & Harkavy (Greensboro, NC) | Attorney (Member) | Not disclosed | Legal practice |
| UNC Chapel Hill School of Government | Assistant Professor (Public Law & Gov’t) | Not disclosed | Academic governance expertise |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| BLCO | Lead Independent Director | Current | Presides over executive sessions; chairs Nominating & Corporate Governance Committee |
| Volcker Alliance | Director | Current | Former President (2016–2021) |
| University of North Carolina | President Emeritus | Current | Former President (2011–2016) |
| Bausch Health Companies Inc. (BHC) | Director; Lead Independent Director | Prior (Mar 2016–Jun 2022) | Prior public company board service |
Board Governance
- Independence: BLCO Board determined Ross is independent; 9 of 10 current directors are independent.
- Leadership: Lead Independent Director (since BLCO IPO with brief chairmanship); responsibilities defined in governance documents; presides over executive sessions.
- Committee assignments (2024):
- Nominating & Corporate Governance Committee (Chair).
- Talent & Compensation Committee (Member).
- Attendance (2024): 100% – Board 8/8; Nominating & Corporate Governance 4/4; Talent & Compensation 6/6; Overall 18/18.
2024 Attendance Detail
| Meeting Type | Meetings Attended | Attendance % |
|---|---|---|
| Board | 8/8 | 100% |
| Nominating & Corporate Governance | 4/4 | 100% |
| Talent & Compensation | 6/6 | 100% |
| Overall | 18/18 | 100% |
- Executive sessions: Independent directors held executive sessions at each of the four regularly scheduled Board meetings in 2024; LID presides.
Fixed Compensation
- Program structure (non-employee directors, 2024):
- Board cash retainer $80,000; RSU target grant-date fair value $240,000; Lead Independent Director fee $40,000; Committee chair fees: NCG $15,000; Committee member fees: Talent & Compensation $10,000.
- 2024 actual fees and equity for Ross (B+L): Fees earned $145,000; Stock awards (RSUs) $239,986; Total $384,986.
| Component (2024) | Amount ($) |
|---|---|
| Board cash retainer | 80,000 |
| Lead Independent Director fee | 40,000 |
| Nominating & Corporate Governance Committee Chair retainer | 15,000 |
| Talent & Compensation Committee Member retainer | 10,000 |
| Total Cash Fees (sum) | 145,000 |
| RSU Grant – grant-date fair value | 239,986 |
| Total 2024 BLCO Director Compensation | 384,986 |
Year-over-Year Director Compensation (BLCO)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 171,301 | 145,000 |
| Stock Awards ($) | 224,998 | 239,986 |
| Total ($) | 396,299 | 384,986 |
| Notes | 2023 cash includes Independent Chairman (Jan 1–Mar 5) and LID (Mar 6–Dec 31) retainers | No change to structure in 2024 per Board review |
- Director compensation oversight: NCG Committee administers non-employee director compensation and may retain compensation consultants; Pay Governance engaged to evaluate and recommend changes.
Performance Compensation
- RSU mechanics: Annual RSU grants vest and are deliverable immediately prior to the next Annual Meeting unless deferred to separation from service.
- 2024 grants: Each non-employee director received 14,696 RSUs; Ross elected to defer settlement to separation from service.
- 2023 grants: 12,857 RSUs; Ross elected to defer settlement.
| RSU Award Detail | 2023 | 2024 |
|---|---|---|
| Grant units (RSUs) | 12,857 | 14,696 |
| Grant-date fair value ($) | 224,998 | 239,986 |
| Vesting schedule | Immediately before 2024 Annual Meeting | Immediately before 2025 Annual Meeting |
| Deferral election (settlement at separation) | Yes | Yes |
No director performance metrics (e.g., revenue, EBITDA, TSR) tied to director compensation are disclosed; RSUs are time-based and aligned to service periods.
Other Directorships & Interlocks
| Company | Role | Status | Interlock/Notes |
|---|---|---|---|
| Bausch Health Companies Inc. (BHC) | Director; Lead Independent Director | Prior (2016–2022) | BLCO’s controlling shareholder; ongoing related-party framework via separation and other agreements; no director-specific related-party transactions disclosed for 2024–2025. |
| Current public company directorships | None | — | None disclosed for Ross. |
| Compensation Committee Interlocks (BLCO, 2024) | None | — | Committee members (incl. Ross) were independent; no interlocks per Item 407(e)(4)(iii). |
Expertise & Qualifications
- Leadership in higher education and public policy; significant governance experience; legal and compliance acumen.
- Education: B.A. (Political Science, Davidson College), J.D. (UNC School of Law).
- Board-determined qualifications: leadership in senior management; corporate governance responsibilities; knowledge of legal, compliance, operational issues.
Equity Ownership
- Beneficial ownership (as of Mar 24, 2025): 40,053 BLCO shares; less than 1% of outstanding; none pledged.
- Anti-hedging/anti-pledging: Company prohibits new hedging/monetization and pledging of BLCO securities by directors.
- Director ownership guidelines: Required minimum equity value 5x cash retainer ($400,000); Ross’s total equity value at risk estimated at $403,430 (101% of guideline; 504% of annual retainer), based on 12,500 shares and 27,553 RSUs (12,857 vested; 14,696 unvested) on the director profile card.
| Ownership Metric | Value |
|---|---|
| Beneficial shares (Mar 24, 2025) | 40,053 |
| Ownership % of outstanding | <1% |
| Pledged shares | None |
| Card-reported shares (profile) | 12,500 |
| RSUs outstanding (profile) | 27,553 total; 12,857 vested; 14,696 unvested |
| Equity value at risk vs guideline | $403,430; 101% of $400,000 guideline; 504% of annual retainer |
| Ownership guideline compliance timing | Directors appointed Apr 28, 2022 must meet by Apr 28, 2027 |
Governance Assessment
- Board effectiveness: Ross is a highly engaged independent director (100% attendance across Board and committee meetings in 2024) and serves as Lead Independent Director and NCG Chair, reinforcing independent oversight, succession, governance processes, and director compensation review.
- Alignment and incentives: Director pay mix favors equity via time-based RSUs; Ross’s 2024 total comp is balanced (cash $145k; RSU $240k), with deferral elections enhancing long-term alignment; he meets ownership guidelines per profile metrics.
- Conflicts/related-party exposure: BLCO maintains comprehensive conflict policies; Audit & Risk Committee reviews potential conflicts. No director indebtedness; none of Ross’s shares are pledged. Related-party framework with BHC exists at the company level (e.g., separation, tax, TSA, indemnification), but since Jan 1, 2024, no other related-party transactions were entered beyond an April 2025 indemnification settlement with BHC; no Ross-specific related-party transactions disclosed.
- Compensation oversight signals: No compensation committee interlocks in 2024; strong shareholder support for executive pay (≈95% say-on-pay in 2024), indicating investor confidence in compensation governance overseen by committees Ross participates in.
- RED FLAGS:
- None observed specific to Ross: no pledging; no hedging; no related-party transactions disclosed involving him; full attendance; independent committee service.
- Company-level related-party relationship with controlling shareholder (BHC) requires continued vigilance; Board governance structures and LID role mitigate oversight risk.