Thomas S. Glanville
MIND TECHNOLOGYAbout Thomas S. Glanville
Independent director since 2015; age 66 as of May 19, 2025. Managing Partner at Eschelon Advisors LP with prior senior roles in energy; audit committee financial expert and current Audit Committee Chair. Holds an MS in Mineral Economics (Colorado School of Mines) and BA in Economics (University of Virginia). Board has affirmatively determined his independence under NASDAQ standards; attended all board and applicable committee meetings in fiscal 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reliant Energy, Inc. / Reliant Resources, Inc. | Vice President, Technology & New Ventures | 1999–2002 | Senior operating and financial experience in energy and ventures |
| Itron, Inc. (public) | Director; Chair Audit/Finance; Member Compensation & Corporate Governance | 2001–2022 | Led audit/finance oversight; comp and governance committee service |
| NACD Texas Tri-Cities | Chairman (Houston/Austin/San Antonio) | 2011–2016 | Regional governance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Eschelon Advisors LP | Managing Partner | Current | Energy and private equity advisory |
| Crescent Pass Energy Holdings, L.L.C. | Director | Current | Private E&P board service |
| Strand Energy, L.L.C. | Director | Current | Private E&P board service |
| Enchant Energy Corporation | Director; Vice Chair | Since May 2021 | Carbon capture projects |
Board Governance
- Committees and roles: Audit (Chair), Compensation (Member), Nominating (Member) .
- Independence and expertise: Board determined Glanville independent; Audit Committee members financially literate; Glanville designated audit committee financial expert and Chair .
- Meetings and attendance: Board held 3 meetings; Audit Committee 4; Compensation Committee 1; Nominating Committee did not meet; all directors attended all board and applicable committee meetings in fiscal 2025 .
- Governance practices: Prohibits hedging/short sales; maintains clawback policy aligned with NASDAQ; no repricing of underwater options without shareholder approval .
Fixed Compensation
| Item (FY ended Jan 31, 2025) | Amount ($) | Notes |
|---|---|---|
| Fees Earned in Cash | 63,900 | Director cash retainer and meeting fees |
| Stock Awards | — | No stock awards granted in FY 2025 |
| Option Awards (grant-date fair value) | 156,048 | Computed under ASC 718 |
| Total | 219,948 | Sum of cash and option awards |
| Director Cash Retainer & Fees | Feb–Jul 2024 ($) | Aug 2024–Jan 2025 ($) |
|---|---|---|
| Annual retainer (non-employee director) | 25,600 | 32,000 |
| Audit Committee member | 6,000 | 7,500 |
| Audit Committee chair | 6,800 | 8,500 |
| Compensation Committee member | 4,000 | 5,000 |
| Compensation Committee chair | 4,800 | 6,000 |
| Nominating Committee member | 3,200 | 4,000 |
| Nominating Committee chair | 3,200 | 4,000 |
| Each Board meeting attended (fee) | 2,800 | 3,500 |
Mix signal: Compensation is equity-skewed relative to cash for FY 2025 ($156,048 options vs $63,900 cash) .
Performance Compensation
| Equity Award Detail | Date | Instrument | Amount |
|---|---|---|---|
| Annual director option grants (aggregate to all four non-employee directors) | Sep 24, 2024 | Stock options | 68,000 total across Blum, Baden, Glanville, Hilarides |
| Annual director option grants (aggregate to all four non-employee directors) | Jan 20, 2025 | Stock options | 80,000 total across Blum, Baden, Glanville, Hilarides |
| Unexercised options held by Glanville (as of Jan 31, 2025) | — | Stock options | 45,500 |
- Plan terms: No repricing of underwater options without shareholder approval; stock appreciation rights/options must have exercise price ≥ FMV at grant; 10-year max term .
- Hedging prohibition and clawback: Short sales/hedging banned; clawback adopted per NASDAQ; no restatements triggering clawback in FY 2025 .
- FY 2025 director stock awards: None granted; equity compensation for directors delivered as options .
Other Directorships & Interlocks
| Company | Type | Role | Period | Interlock/Transaction Note |
|---|---|---|---|---|
| Itron, Inc. | Public | Director; Audit/Finance Chair; Comp & Governance Member | 2001–2022 | Prior public company board; relevant governance expertise |
| Crescent Pass Energy; Strand Energy | Private | Director | Current | Energy E&P exposure |
| Enchant Energy | Private | Director; Vice Chair | Since May 2021 | Carbon capture |
| Ladenburg Thalmann (Blum’s prior role) | Investment bank | — | — | Provided services to MIND in FY 2024; fees $75,000 (loan arrangement) and $405,000 (subsidiary sale); Blum received no direct compensation; Board-level related-party exposure (Blum) |
No related party transactions disclosed involving Glanville; Compensation Committee interlocks/insider participation disclosure indicates no employment or substantial business dealings by committee members with MIND .
Expertise & Qualifications
- Audit/finance expertise: Designated audit committee financial expert; experienced in public company audit oversight (Itron Audit/Finance Chair) .
- Industry experience: Energy operations, private equity advisory, carbon capture; senior roles at Reliant Energy .
- Governance leadership: NACD regional chair; broad committee experience (compensation, governance) .
- Education: MS Mineral Economics (Colorado School of Mines); BA Economics (University of Virginia) .
Equity Ownership
| Measure | Value |
|---|---|
| Shares beneficially owned | 5,050 (includes 3,000 shares underlying exercisable options) |
| Percent of class | <1% (“*” per proxy) |
| Unexercised options held (as of Jan 31, 2025) | 45,500 |
| Common shares outstanding (context) | 7,969,421 (May 19, 2025) |
- Pledging/hedging: Hedging prohibited; no pledging disclosed for Glanville .
- Ownership alignment: Modest direct ownership augmented by significant option exposure; insider trading policy restricts timing and prohibits hedging/short sales .
Governance Assessment
- Board effectiveness: Glanville’s audit chair role and financial expert designation strengthen oversight of reporting, controls, and auditor independence; full attendance in fiscal 2025 supports engagement .
- Independence and conflicts: Board affirmed independence; no related-party transactions disclosed involving Glanville. Note: Board-level related-party exposure via Blum’s prior employer’s engagements; Blum received no direct compensation for those transactions, but this is a governance sensitivity area for investor monitoring .
- Compensation signals: Director pay emphasizes equity via options—aligns incentives with shareholder value but options can incentivize risk-taking relative to RSUs; no repricing permitted without shareholder approval; hedging prohibited; clawback adopted .
- Shareholder sentiment (context): Say-on-pay for executives approved at ~83% in 2024; suggests moderate investor support for compensation practices and oversight framework .
RED FLAGS
- Related-party environment: Ladenburg Thalmann fees tied to services while its former Co-CEO (Blum) serves as Non-Executive Chairman; no direct compensation to Blum, but monitor for potential influence or future transactions involving board affiliates .
- Ownership concentration: Glanville’s direct beneficial ownership is small (<1%); alignment primarily via options—investors may prefer clearer ownership guidelines for directors (none disclosed) .
Positive Indicators
- Robust audit oversight and financial literacy across committee; audit chair and financial expert designations for all members (including Glanville) .
- Full attendance; separation of Chair and CEO roles; strong insider trading and anti-hedging policies; clawback in place .