Thomas O. Hicks
About Thomas O. Hicks
Thomas O. Hicks, age 79, has served as Chairperson of the Board of Drilling Tools International Corporation (DTI) since 2012 and currently manages Hicks Holdings, LLC; he co‑founded Hicks, Muse, Tate & Furst and previously co‑founded and co‑chaired Hicks & Haas, both investment firms . He holds a BBA from the University of Texas at Austin and an MBA from the University of Southern California . The Board has determined Mr. Hicks is not an independent director under SEC and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hicks, Muse, Tate & Furst | Co‑founder | Not disclosed | Private equity leadership and investment origination |
| Hicks & Haas | Co‑founder and Co‑Chairman | Not disclosed | Investment firm leadership |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Hicks Holdings, LLC | Manager | Current | Private equity management role |
| Beneficient | Vice Chairman | 2023 | Financial technology company board role |
Board Governance
| Attribute | Detail |
|---|---|
| Board Role | Chairperson of the Board; Director since 2012 |
| Independence | Not independent (Board determined only Messrs. Prejean and Hicks are not independent) |
| Committee Memberships | Not listed on Audit, Compensation, or Nominating & Corporate Governance Committees (members named exclude Hicks) |
| Board Meetings Held (FY2024) | 5 meetings |
| Attendance | Each director attended at least 75% of Board/committee meetings while serving |
| Annual Meeting Attendance | All directors attended 2024 Annual Meeting; directors encouraged to attend annually |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | — (Hicks did not receive director fees in 2023 or 2024) |
| Stock Awards ($) | — (Hicks did not receive RSU grants in 2023 or 2024) |
| All Other Compensation ($) | — |
Director Compensation Program (structure for independent directors): In‑person meeting fee $15,000; virtual meeting fee $5,000; annual committee chair retainers: Audit $25,000, Compensation $20,000, Nominating & Governance $20,000; annual member retainers: Audit $20,000, Compensation $15,000, Nominating & Governance $15,000; annual equity grant $75,000 (vests one year from grant, typically granted day prior to annual meeting) .
Performance Compensation
| Performance‑Based Element (2024) | Detail |
|---|---|
| Equity awards (RSUs/Options) | None awarded to Hicks for director service in 2023 or 2024 |
Stock ownership guidelines: Directors must own shares equal to at least 5× the annual cash received from meeting attendance fees; covered directors are compliant or within phase‑in; guidelines apply over a five‑year period from adoption or board entry .
Other Directorships & Interlocks
| Counterparty | Relationship to Hicks‑affiliated entities | Timeframe |
|---|---|---|
| Curtis L. Crofford (DTI Director) | Managing Director at Hicks Equity Partners (founded by Hicks) | 2005–Feb 2024 |
| Eric C. Neuman (DTI Director) | Managing Director/Partner, Hicks Equity Partners (2005–2023); Partner/Officer, Hicks, Muse, Tate & Furst | 2005–2023 (HEP); prior HM role not dated |
| Beneficient | Hicks serves as Vice Chairman | Since 2023 |
These ties indicate meaningful network interlocks with Hicks‑affiliated firms among current DTI directors, which can influence information flow and board dynamics .
Expertise & Qualifications
- Decades of experience acquiring, integrating, and operating businesses through private equity platforms (Hicks Holdings; co‑founder roles at Hicks, Muse, Tate & Furst and Hicks & Haas) .
- Governance experience as long‑tenured board chair at DTI since 2012 .
- Education: BBA (UT Austin) and MBA (USC) .
Equity Ownership
| Holder/Source | Shares (#) | Notes |
|---|---|---|
| Total beneficial ownership (Hicks) | 15,054,540 | 42.3% of Class A Common Stock outstanding |
| HHEP‑Directional, L.P. | 14,436,237 | Hicks deemed to have voting/dispositive power via general partner structure; disclaims beneficial ownership beyond pecuniary interest |
| Hicks Holdings Operating LLC | 262,429 | Affiliate of HHEP; included in Hicks’ total |
| WCH Ventures, Ltd. | 49,029 | Indirect holdings; affiliate of HHEP |
| CFH Ventures, Ltd. | 49,029 | Indirect holdings; affiliate of HHEP |
| Direct ownership (Hicks) | 235,674 | Shares held directly |
| Spouse (Class C) | 22,142 | Class C shares held by spouse; Hicks disclaims beneficial ownership beyond pecuniary interest |
| Shares outstanding (reference) | 35,592,737 | Base used for ownership percentages |
Insider trading policy prohibits hedging, short sales, margin accounts, pledging, and derivatives by directors, officers, employees, independent contractors, and consultants .
Governance Assessment
- Independence and control: Hicks is not independent and beneficially controls ~42% of DTI; this concentration can reduce minority shareholder influence and heighten related‑party risk despite formal independence of committees .
- Related‑party transactions: DTI paid $750,000 in management fees to Hicks Holdings Operating LLC in 2024 ($1,100,000 in 2023; $441,250 in 2022), a company affiliated with Hicks—a governance red flag requiring robust Audit Committee oversight of terms and necessity .
- Committee structure and safeguards: Audit (Furst Chair), Compensation (Neuman Chair), and Nominating & Governance (Vermillion Chair) committees are independent; Audit Committee reviews related‑party transactions and oversees financial reporting and cybersecurity risks, partially mitigating conflict exposure .
- Attendance and engagement: Board met five times in 2024, and every director met at least the 75% attendance threshold; all directors attended the 2024 Annual Meeting, supporting baseline engagement .
- Director pay and alignment: Hicks received no director cash fees or equity awards in 2023–2024; alignment is instead driven by substantial equity ownership, though external management fees offset the optics of foregoing director compensation .
- Policy environment: Clawback policy adopted in Oct 2023 for executive officers per Nasdaq Rule 5608 and Exchange Act Section 10D; insider policy prohibits hedging/pledging; stock ownership guidelines apply to covered directors (5× meeting fees), improving alignment frameworks .
- Interlocks: Multiple DTI directors (Crofford, Neuman) previously held senior roles at Hicks‑affiliated investment firms, signaling potential influence networks that warrant monitoring for independence in deliberations .
RED FLAGS
- Significant related‑party payments to Hicks‑affiliated entity (Hicks Holdings Operating LLC) .
- Non‑independent Chair with controlling ownership (~42%) .
- Multiple board interlocks with Hicks‑affiliated firms (Crofford, Neuman) .
Mitigating Factors
- Independent Audit/Comp/NomGov committees with defined charters and oversight of related‑party transactions .
- Prohibitions on hedging/pledging and director stock ownership guidelines .
- Documented attendance thresholds met and full Annual Meeting participation .