Thomas J. McAteer
LAKELAND INDUSTRIESAbout Thomas J. McAteer
Independent director and Lead Independent Director of Lakeland Industries (LAKE). Age 72; director since 2011. Career spans managed care, government administration, and transportation, including EVP at Suffolk Transportation (since Mar 2013), prior SVP/Regional Market Head at Aetna’s Medicaid division (2007–2013), and President/CEO of Vytra Health Plans, where he oversaw growth from ~$70M revenues (1993) to >$375M (2005) and facilitated its 2001 sale to HIP. He served as Vice Chair of the Long Island Power Authority (2014–2020) and sits on the Good Samaritan Hospital Foundation board (since 2018). Appointed Lead Independent Director when the CEO and Chair roles were combined in 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Suffolk Transportation | EVP, Management Development & Strategic Initiatives | Mar 2013–present | Senior operating role in transportation services |
| Aetna Medicaid Division | SVP & Regional Market Head | Mar 2007–Mar 2013 | Led Medicaid regional operations |
| Vytra Health Plans | President & CEO | ~1993–2005 | Grew revenues ~$70M→$375M; facilitated 2001 sale to HIP; later EVP Brand Leadership at HIP, Exec Committee member |
| Suffolk County, NY | Chief Deputy County Executive | Pre‑Vytra | Senior public administration role |
| Metropolitan Transportation Authority | Director of Human Resources | Pre‑Suffolk County | Human capital leadership in major public agency |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Good Samaritan Hospital Foundation | Board Member | Since 2018 | Nonprofit healthcare foundation governance |
| Long Island Power Authority (Public Authority) | Vice Chair; Chair, Compensation & Personnel Committee | Dec 2014–Jan 2020 | Oversight of compensation policy at large utility authority |
Current public company directorships: None disclosed .
Board Governance
- Independence status: Board determined McAteer is independent. It considered a Company consulting engagement ($5,000/month; $60,000 in FY2025) that ended Jan 31, 2025 and concluded it did not impair independence .
- Roles and committees:
- Lead Independent Director (appointed Aug 2023)
- Compensation Committee: Chair
- Nominating & Governance Committee: Member
- Technology Committee (formed Jan 31, 2025): Member
- Attendance: In FY ended Jan 31, 2025, the Board met 9x; Compensation 7x; Nominating & Governance 5x; Audit 5x. Each director attended ≥75% of their Board/committee meetings. All directors attended the June 13, 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session generally no less than twice a year .
- Shareholder voting (2025): Re‑elected as Class III director (term expiring 2028) with 6,270,599 For and 434,914 Withheld; broker non‑votes 230,596 .
2025 Annual Meeting Vote Outcomes
| Item | For | Against | Abstain | Notes |
|---|---|---|---|---|
| Director: Thomas J. McAteer | 6,270,599 | — | 434,914 Withheld | Broker non‑votes 230,596 |
| Say‑on‑Pay (Advisory) | 6,313,903 | 130,994 | 260,576 | Approved |
| Auditor Ratification (RSM US LLP) | 6,896,879 | 38,660 | 530 | Approved |
Fixed Compensation (Director)
- Structure in FY ended Jan 31, 2025:
- $70,000 annual cash retainer; $65,000 annual RSU grant
- Additional retainers: $20,000 for Lead Independent Director; $7,500 for Compensation Committee Chair; $3,750 for Compensation Committee members; $6,000 for N&G Chair; $3,000 for N&G members; $20,000 for Audit Chair; $7,500 for Audit Committee members .
- Post‑meeting grants: On June 13, 2024, each non‑employee director received 2,842 time‑based RSUs vesting on first anniversary .
- Structure effective Feb 1, 2025 (forward‑looking):
- $75,000 annual RSU grant to all directors
- Lead Independent Director: +$85,000 cash retainer and +$30,000 additional RSUs annually
- One‑time 3,000 RSUs to each Technology Committee member at the 2025 Annual Meeting .
Director Compensation – FY2025 (Actual)
| Component | Amount |
|---|---|
| Fees Earned/Paid in Cash | $100,500 |
| Stock Awards (grant‑date fair value) | $64,997 |
| Option Awards | — |
| Non‑Equity Incentive Comp | — |
| All Other Compensation (Consulting Fees) | $60,000 |
| Total | $225,497 |
As of Jan 31, 2025, each non‑employee director held 2,842 unvested RSUs .
Performance Compensation (Director Equity)
| Grant/Program | Type | Size/Value | Vesting/Terms | Notes |
|---|---|---|---|---|
| Annual director grant (June 13, 2024) | RSUs | 2,842 units | Vest in full on first anniversary | Time‑based only (no performance metrics) |
| FY2025 baseline equity (structure) | RSUs | $65,000 value | Annual | FY2025 structure |
| Effective Feb 1, 2025 | RSUs | $75,000 value | Annual | New baseline from FY2026 structure |
| Lead Independent Director equity (effective Feb 1, 2025) | RSUs | +$30,000 value | Annual | Applies while serving as LID |
| Technology Committee one‑time grant (2025 AGM) | RSUs | 3,000 units | Granted on AGM date | McAteer is a member |
Director equity awards are time‑based; no performance metrics are attached to director RSUs .
Other Directorships & Interlocks
- Public company boards: None disclosed for McAteer .
- Compensation Committee interlocks: None; no LAKE executive serves on another company’s comp committee with any member of LAKE’s Compensation Committee .
Expertise & Qualifications
- Executive leadership in managed care and health insurance (Vytra, Aetna Medicaid) and transportation operations (Suffolk Transportation) .
- Public sector governance and HR (Suffolk County; MTA) .
- Utility oversight and compensation governance (Vice Chair and Comp/Personnel Chair, LIPA) .
- Governance leadership at LAKE as Lead Independent Director and Compensation Committee Chair .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Thomas J. McAteer | 56,714 | <1% | As of Mar 31, 2025; based on 9,508,109 shares outstanding |
| Unvested Director RSUs (held at 1/31/2025) | 2,842 | — | For each non‑employee director |
- Ownership guidelines: Directors must own Company shares equal to ≥2× annual cash retainer; dispositions restricted until guidelines met; post‑attainment, dispositions limited to 50% of issued awards .
- Hedging/pledging: Prohibited for directors under the Global Policy on Insider Trading .
Governance Assessment
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Strengths
- Lead Independent Director serving as a counterbalance to combined CEO/Chair structure; chairs independent director sessions .
- Chair of Compensation Committee; active roles on Nominating & Governance and Technology Committees, indicating high engagement and board influence .
- Attendance: met ≥75% threshold; directors attended 2024 annual meeting .
- Shareholder support: Re‑elected with 6.27M votes For; Say‑on‑Pay also approved (6.31M For) in 2025 .
- Alignment policies: Robust stock ownership guidelines and anti‑hedging/pledging; director equity is largely RSUs that vest over time .
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Potential risks and monitoring items
- RED FLAG: Consulting relationship with LAKE during FY2025 ($5,000/month; $60,000 total) while serving as director and Compensation Chair; Board determined independence and terminated the engagement effective Jan 31, 2025. Monitor for any future related engagements given committee leadership .
- Leadership structure: CEO also serves as Executive Chair; mitigated by the Lead Independent Director role, but structure warrants ongoing monitoring of board independence and executive session frequency .
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Related‑party transactions: Company reports no related‑party transactions in FY2025 or FY2024; oversight via Audit Committee policy .
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Compensation committee process: Uses independent advisor (Willis Towers Watson) in setting executive and director compensation, supporting governance rigor .