Thomas Wood
About Thomas L. Wood
Independent director since October 2019; age 59. Background spans 39+ years in planning/operations, defense acquisition, budgeting/programming, and large project management. Education: BS Civil Engineering (Union College), MS Civil Engineering (University of Maryland), DBA (Argosy University, Honolulu); Licensed Professional Engineer; veteran of the U.S. Navy. Current board roles: Chair of the Compensation Committee (since Oct 2024), Chair of the Nominations & Corporate Governance Committee (since Oct 2024), and member of the Audit Committee; classified as independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Navy (Pacific Engineering Command) | Deputy Operations; oversaw ~$1B annually in construction/services across nine field offices | 1985–2006 | Executed large-scale engineering/construction programs; operational leadership |
| USPACOM JIACG | Senior Military Analyst / Subject Matter Expert | Post-2006 | Interagency coordination; strategic analysis |
| Joint Interagency Task Force West | Director, Commander’s Action Group | Post-2006 | Strategy execution; cross-agency initiatives |
| Submarine Force, U.S. Pacific Fleet | Deputy Director for Strategic Forces & Policy | Post-2006 | Policy development; strategic forces oversight |
| U.S. Pacific Fleet | Deputy Director of Operations | Post-2006 | Fleet operations; risk and resource management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| 28 Research | Board of Advisors | Current | External advisory role; not a public company board |
| Public company directorships (last 5 years) | None disclosed | N/A | Company states no other public registrant directorships unless disclosed; none for Dr. Wood |
Board Governance
- Independence: Board determined Dr. Wood is independent under Nasdaq listing standards; no family relationships among directors/executives and no material legal proceedings disclosed for directors/nominees.
- Committee assignments (current): Audit Committee member; Compensation Committee Chair; Nominations & Corporate Governance Committee Chair.
- Attendance and engagement: FY2024 had 16 Board meetings; all directors attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting of stockholders.
- Board leadership: Lead Independent Director is Larry McNeill (as of Oct 1, 2024); CEO and Chairman roles separated.
- Compensation Committee process: Uses independent consultant (Compensia); committee members independent; 5 meetings in FY2024.
Fixed Compensation
| Component | FY2024 Amount | Vesting/Terms | Notes |
|---|---|---|---|
| Annual cash retainer | $120,000 | Paid monthly ($10,000) | No separate meeting fees disclosed |
| Equity (RSUs) | $200,000 fair value | Vested 25% per quarter during FY2024; none unvested at 9/30/2024 | Awarded under 2017 Incentive Plan |
| Committee chair fees | Not separately disclosed (—) | — | Company presents flat cash retainer + RSU value for directors |
Performance Compensation
- Director equity awards are time-based; no performance-vesting conditions or director-specific performance metrics disclosed for RSUs.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Dr. Wood (last five years) |
| Private/non-profit boards | Board of Advisors, 28 Research |
| Interlocks with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Engineering/operations/logistics; defense acquisition; budgeting/programming; large project management; strategic planning.
- Licensed Professional Engineer; veteran status indicated in director skills/demographics matrix.
- Executive leadership and corporate governance experience noted in board skills matrix.
Equity Ownership
| Metric | Amount | % of Outstanding | Breakdown |
|---|---|---|---|
| Total beneficial ownership (Common) | 205,778 shares | 0.07% | 137,050 direct; 60,196 spouse; 8,532 RSUs vest within 60 days of Jan 9, 2025 |
| Hedging/pledging | Prohibited by Insider Trading Policy (applies to directors) | — | No pledging disclosed for Dr. Wood |
Governance Assessment
- Independence and role concentration: Wood is independent and chairs both Compensation and Nominating committees while serving on Audit, centralizing governance oversight in one director—beneficial for continuity but warrants ongoing board evaluation of workload distribution.
- Attendance and engagement: Met ≥75% attendance threshold across Board/committees in a 16‑meeting year; attended 2024 annual meeting—supports board effectiveness.
- Pay and alignment: Director compensation mix ($120k cash; $200k RSUs) emphasizes equity, aligning incentives with shareholder outcomes; FY2024 RSUs fully vested by year-end, with a small RSU tranche scheduled to vest within 60 days of Jan 9, 2025.
- Ownership: Beneficial ownership is modest at 0.07% of outstanding—skin-in-the-game exists but is limited; no hedging/pledging permitted under policy, reducing misalignment risk.
- Conflicts/related parties: No related-party transactions involving Wood disclosed; broader company disclosure notes a family relationship for the CEO’s brother-in-law (non-director), with Board/Audit Committee oversight policies in place.
- Committee quality: Compensation Committee uses an independent consultant (Compensia) with no conflicts; charters and clawback policy established—supports governance rigor.
- Compliance signals: No late Section 16 filings for FY2024; no material legal proceedings for directors—positive governance signal.
