Joseph Tabacco Jr.
About Joseph J. Tabacco, Jr.
Independent director since 2007; age 76. Founding partner and managing partner of the San Francisco office of Berman Tabacco; previously senior trial attorney in the U.S. Department of Justice Antitrust Division before 1981. Experienced litigator in antitrust, securities fraud, high-tech commercial and IP matters; 1974 honors graduate of George Washington University School of Law . The Board classifies him as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Berman Tabacco (San Francisco office) | Founding partner; Managing Partner | “More than the last five years” as managing partner; private practice since early 1980s | Lead/trial counsel in numerous antitrust and securities cases; leadership in securities/shareholder matters |
| U.S. Department of Justice, Antitrust Division | Senior Trial Attorney | Prior to 1981 | Federal antitrust enforcement experience; legal and regulatory expertise |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Berman Tabacco | Managing Partner | No | Law firm leadership; not disclosed as a public company directorship |
| Other public company boards | — | None | Proxy’s Board Independence table shows no other public company board service for Tabacco |
Board Governance
- Committee memberships: Nominating & Corporate Governance Committee (Chair); Compensation Committee (member) .
- Independence: Board determined he is independent; only Executive Chairman Marcus Lemonis is non-independent .
- Attendance: Board met 17 times in 2024; Audit 11; Compensation 7; Nominating & Corporate Governance 6; Technology 2. Each incumbent director attended at least 75% of Board and applicable committee meetings; all directors attended the May 2024 annual meeting; non-management directors meet regularly in executive session .
- Board declassified in 2024; annual election of all directors beginning 2025 .
- Lead Independent Director: “We have not named a lead independent director” .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $75,000 | Paid quarterly to non-employee directors |
| Audit Committee Chair retainer (cash) | $25,000 | Only for Audit Chair (Tabacco is not Audit Chair) |
| 2024 Fees Earned (Tabacco) | $75,000 | Director Compensation Table |
Performance Compensation
| Equity Award | Grant Date | Units | Closing Price on Grant Date | Grant-Date Fair Value (2024 total) | Vesting |
|---|---|---|---|---|---|
| RSUs (pro‑rated) | Feb 19, 2024 | 1,650 | $25.89 | Included in 2024 total $213,506 | Vested May 21, 2024 |
| RSUs (annual) | May 21, 2024 | 10,172 | $16.79 | Included in 2024 total $213,506 | Vests on first anniversary of grant |
| Stock Awards (Tabacco, 2024 total) | — | — | — | $213,506 | Grant-date fair value per ASC 718 |
- Directors receive time-based RSUs; no performance metrics are tied to director equity grants. Performance metrics disclosed in the proxy apply to executive long-term incentives, not to non-employee directors .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other public company boards | None listed for Tabacco |
| Compensation Committee interlocks | None; no relationships requiring Item 404 disclosure; no executive interlocks with other issuers’ boards |
Expertise & Qualifications
- Skills identified by Board: Finance or accounting; legal; risk management; regulatory/government; ESG understanding .
- Board role: Chair of Nominating & Corporate Governance; member of Compensation—signals focus on governance oversight and compensation policy .
Equity Ownership
| Holder | Beneficially Owned Shares | Percent of Shares Outstanding | Notes |
|---|---|---|---|
| Joseph J. Tabacco, Jr. | 158,715 | <1% | Includes 10,172 shares issuable under stock-based awards within 60 days of Record Date; Record Date total shares outstanding: 55,220,939 |
| RSUs held at Dec 31, 2024 | 11,506 | — | Director RSU holdings table |
| Ownership Guidelines | Directors must own stock equal to 3x annual cash compensation within five years; as of Dec 31, 2024, each senior executive and non-employee director is in compliance or has additional time to comply |
Governance Assessment
- Strengths: Long-serving independent director leading board governance (Nominating & Corporate Governance Chair) and serving on Compensation; documented attendance; executive sessions of non-management directors; formal related-party approval policy; declassification to annual elections; director stock ownership guidelines and compliance status .
- Compensation alignment: Director pay is modestly cash-heavy with annual RSUs; Tabacco’s 2024 mix was $75,000 cash and $213,506 equity; no performance metrics attached to director equity grants, consistent with market practice .
- Ownership alignment: Meaningful personal holdings (158,715 shares; <1%) with near-term vesting of 10,172 RSUs aligning incentives with shareholders .
- Independence and conflicts: Board confirms independence; no Item 404 related party transactions since Jan 1, 2024; Compensation Committee interlocks absent .
- Shareholder sentiment: Say‑on‑Pay approval was 89.6% in 2024, indicating general support for compensation practices overseen by the Compensation Committee .
RED FLAGS / Watch items:
- No Lead Independent Director while the Executive Chairman also serves as Principal Executive Officer; may heighten focus on committee independence and board oversight processes .
- Equity plan allows administrator discretion to make exceptions to the non‑employee director annual compensation cap ($400,000 + $200,000 for special committee service), which warrants monitoring for outlier awards; however, the plan prohibits option/SAR repricing without shareholder approval .
Insider Trades and Section 16 Compliance
| Item | Disclosure |
|---|---|
| Section 16(a) filings | Company believes all Section 16 filings were met in the last fiscal year, except a late Form 4 for Dr. Robert J. Shapiro; no delinquency noted for Tabacco |
Director Compensation (2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Joseph J. Tabacco, Jr. | $75,000 | $213,506 | $288,506 |
Committee Assignments
| Committee | Role | 2024 Membership |
|---|---|---|
| Nominating & Corporate Governance | Chair | Tabacco (Chair), Corbus, Shapiro |
| Compensation | Member | Corbus (Chair), Tabacco, Burkey |
| Audit | — | Nettles (Chair), Burkey, Shapiro |
| Technology | — | Composition disclosed; Tabacco not listed as member |
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 89.6% .
- Board engages proactively with shareholders and declassified the Board in 2024 based on feedback .
Related Party Transactions
- None requiring Item 404 disclosure since January 1, 2024; formal policies require Audit Committee review/approval and non-participation by related members .
Notes
- Record Date for the 2025 annual meeting: March 24, 2025; shares outstanding: 55,220,939 .
- Director compensation limits and plan governance features summarized in the Restated Equity Incentive Plan .