Thomas Krummel
About Thomas M. Krummel
Independent director since 2010; age 73. Emile Holman Professor and Chair Emeritus of the Department of Surgery at Stanford University School of Medicine, former Co-Director of Stanford Biodesign; brings public health, medical, and training expertise. Serves as Chair of the Organization & Compensation Committee and member of Nominating/Corporate Governance; classified independent under NYSE and Board standards; mandatory director retirement age is 75 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanford University School of Medicine | Emile Holman Professor and Chair Emeritus, Department of Surgery | — | Multiple teaching and service excellence awards (William E. Ladd Medal; Albion Walter Hewlett Award; Kaiser Family Foundation Award; others) |
| Stanford Biodesign | Former Co-Director | — | Leadership in medical innovation and training |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fogarty Innovation | Chair of the Board | — | Medtech innovation nonprofit leadership |
| Santé Ventures | Venture Partner | — | Healthcare venture capital involvement |
| PROCEPT BioRobotics Corporation | Previous public company director | — | Prior public board experience (no current public boards listed) |
Board Governance
| Item | Detail | FY 2024/As-of |
|---|---|---|
| Independence | Independent director under NYSE and Board standards | As-of 2025 |
| Board service | Director since 2010 | As-of 2025 |
| Committee assignments | Chair, Organization & Compensation; Member, Nominating/Corporate Governance | As-of 2025 |
| Committee meetings attended (Board-wide metrics) | Board: 10; total committee meetings: 16 | FY 2024; all incumbent directors ≥75% and average 96% attendance |
| Executive sessions | O&C: 3; Nominating: 2 (committee executive sessions held) | FY 2024 |
| Lead independent director structure | Active LID with defined responsibilities; 10 of 11 nominees independent; all committees independent; mandatory retirement age 75 | As-of 2025 |
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Annual base retainer (all directors) | $118,000 | Cash |
| Organization & Compensation Committee Chair retainer | $20,000 | Cash |
| Annual restricted stock award (RSA) grant value | $115,500 | Granted June 5, 2024; fully vested March 5, 2025 |
| Krummel – Fees earned/paid in cash | $138,000 | Actual FY 2024 |
| Krummel – Stock awards (grant-date fair value) | $123,455 | Actual FY 2024 |
| Krummel – Total director compensation | $261,455 | Actual FY 2024 |
| Deferred compensation | Directors may elect to defer cash comp under Group’s plan | FY 2024 |
Performance Compensation
| Feature | Structure | FY 2024 Detail |
|---|---|---|
| Equity form | Annual restricted stock awards (retainer RSAs) | Granted June 5, 2024; fully vested March 5, 2025; no options disclosed for directors |
| Performance conditions | None disclosed for director RSAs (time-based vesting) | FY 2024 |
Other Directorships & Interlocks
| Topic | Detail | FY 2024/As-of |
|---|---|---|
| Current public company boards | None listed for Krummel | As-of 2025 |
| Prior public company boards | PROCEPT BioRobotics Corporation | — |
| Compensation committee interlocks | None; no officer service or related person transactions requiring disclosure | FY 2024 |
Expertise & Qualifications
- Health and human services expertise; public health and drinking water quality insight; human capital management; sustainability/public policy; senior leadership; financial/capital allocation .
Equity Ownership
| Metric | Value | Date |
|---|---|---|
| Beneficial ownership – common shares | 24,624 | As-of Apr 16, 2025 |
| RSAs held (aggregate) | 19,574 | At year-end 2024 |
| Hedging/pledging policy | Directors prohibited from hedging and pledging Group stock | As-of 2025 |
| Stock ownership guidelines | Directors required to maintain ownership per Board policy | As-of 2025 |
Insider Trades (FY 2024)
| Date (oldest→newest) | Type | Shares | Price | Post-transaction holdings | Citation |
|---|---|---|---|---|---|
| Jul 11, 2024 | Sale | 555 | $52.99 | 24,171 | |
| Jul 17, 2024 | Sale | 555 | $52.99 | 23,616 | |
| Aug 7, 2024 | Sale | 555 | $52.9082 (weighted avg) | 23,060.8 | |
| Aug 21, 2024 | Sale | 555 | $54.33 | 22,506 | |
| Sep 4, 2024 | Sale | 555 | $55.09 | 21,951 |
Governance Assessment
- Committee leadership and independence: As Chair of Organization & Compensation and member of Nominating/Corporate Governance, Krummel is central to compensation design, human capital oversight, and governance refresh; Board confirms his independence under NYSE and Board standards; all committees are independent .
- Engagement and attendance: Board and committees met frequently in 2024; all directors met minimum attendance and averaged 96%—a positive signal for oversight rigor; annual meeting attendance was universal for nominees .
- Compensation alignment and policies: Director pay mix is cash plus time-based RSAs; clawback policy, ownership guidelines, and prohibitions on hedging/pledging support alignment; director compensation reviewed with external consultant (Meridian) for competitiveness .
- Shareholder signals: Say-on-pay support was 96% in 2024, indicating broad investor alignment with compensation practices overseen by his committee .
- RED FLAGS to monitor: Pattern of small periodic open-market sales in 2024 reduces incremental exposure, though hedging/pledging are prohibited and no related-person transactions/interlocks were disclosed for the committee—mitigating conflict risk .
Implications: Krummel’s health/public-health expertise is valuable for a water utility’s safety and quality risk oversight; his compensation committee leadership and strong governance framework (independence, attendance, policies) bolster investor confidence. Continued monitoring of director stock ownership levels, periodic sales, and upcoming age-based retirement framework (age 75 policy) is warranted to anticipate Board refresh and continuity .