Tony Tripeny
About Tony Tripeny
R. Tony Tripeny (age 64 as of the 2023 proxy) is an independent director of Mesa Laboratories, Inc. (MLAB) since 2022, currently serving as Audit Committee Chair and a member of the Compensation Committee; the Board has designated him an SEC “audit committee financial expert.” He spent 36 years at Corning Incorporated, culminating as Senior Executive Vice President and Chief Financial Officer; he holds a bachelor’s degree in economics from the University of Pennsylvania’s Wharton School and also serves on Origin Materials’ board (appointed March 2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corning Incorporated | Senior Executive Vice President, Chief Financial Officer | Appointed CFO (2015 per 2023 proxy; 2018 per 2022 proxy), retired 2022 | Led global finance; deep expertise in financial reporting, auditing practices, accounting issues relevant to board/audit oversight |
| Corning Incorporated | Senior Vice President, Corporate Controller & Principal Accounting Officer | Not disclosed (prior to CFO) | Principal accounting and controls leadership; international financial operations expertise |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Origin Materials (public) | Director | March 2022 | Current public company directorship |
Board Governance
- Committee assignments: Audit Committee (Chair); Compensation Committee (member). The Audit Committee comprises Tripeny (Chair), Jenny Alltoft, and Mark Capone; the Compensation Committee comprises Shannon Hall (Chair), Tripeny, and Capone .
- Independence: Board affirmatively determined Tripeny is independent; all standing committees are composed entirely of independent directors .
- Expertise: Board designated Tripeny as an “audit committee financial expert” under SEC rules .
- Attendance/engagement: Board met 4 times in FY25; all directors attended 100% of Board meetings. Audit Committee held 4 meetings in FY25 .
- Governance practices: Lead Independent Director in place; executive sessions of independent directors at each quarterly Board meeting; anti-hedging/anti-pledging policies; stock ownership guidelines for directors and NEOs; clawback policy adopted October 2023 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer | $60,000 | Paid quarterly; directors may elect RSUs instead of cash (Ladiwala elected RSUs) |
| Committee Chair Retainer (Audit/Comp/Nominating) | $10,000 | Per chair role (cash) |
| Chair of the Board Retainer | $45,000 | Cash |
| Lead Independent Director Retainer | $10,000 | Cash |
| Annual RSU Grant to Non-Employee Directors | $180,000 | RSUs vest in full on first anniversary |
| Director | Fees Earned (Cash) | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| Tony Tripeny | $70,000 | $180,105 (1,404 RSUs granted 8/15/2024 at $128.28 per unit; vest on 8/15/2025) | $250,105 |
Performance Compensation
- Non-employee directors do not receive performance-based cash incentives; equity is time-based RSUs (no options in FY25) .
- As a Compensation Committee member, Tripeny oversees executive pay programs that use defined performance metrics. Key FY25 short-term and long-term metrics are below (signals for pay-for-performance oversight):
| FY25 Short-Term Incentive Metrics (Company Performance Factor) | Weight | FY25 Outcome | Payout Factor |
|---|---|---|---|
| Total GAAP Revenues Growth | 40% | $241.0 million revenues → 139% of target | 139% |
| Adjusted Operating Income (AOI) Growth | 40% | $56.7 million AOI → 116% of target (AOI excludes amortization, SBC, depreciation; adjusted for non-recurring items) | 116% |
| Inventory Reduction | 20% | Threshold $28.6 million vs actual $25.4 million → 200% | 200% |
| Overall CPF (weighted) | — | 140% of target | 140% |
| FY25 PSU (Long-Term) Metric Design | Weight | Performance Levels |
|---|---|---|
| Total Cumulative GAAP Revenues (3 years) | 50% | Threshold $678.1m (50% payout); Target $733.1m (100%); Max $788.1m (200%) |
| Relative TSR vs S&P Composite 1500 Healthcare | 50% | Threshold 25th percentile; Target 50th; Max ≥75th percentile |
Other Directorships & Interlocks
| Director | Other Public Company Boards (current, last 5 years) | Notes |
|---|---|---|
| Tony Tripeny | Origin Materials | Board notes that, except Tripeny and Capone, no other director held public company directorships in past five years |
Expertise & Qualifications
- 36-year career at Corning, including CFO; senior roles in corporate accounting and controls; strong international finance operations experience .
- SEC-designated “audit committee financial expert”; deep knowledge of financial reporting and audit practices relevant to MLAB oversight .
- Education: Bachelor’s in economics, University of Pennsylvania (Wharton) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Tony Tripeny | 2,679 | <1% | Includes shares exercisable/vestable within 60 days |
| Ownership Guidelines (Directors) | 3× annual Board retainer | — | Directors must meet within 5 years of first election; all comply or are on track |
Governance Assessment
- Board effectiveness: Tripeny adds strong financial acumen; as Audit Chair he leads quarterly executive sessions with the audit partner, CFO, and finance team; Audit Committee recommended inclusion of FY25 audited financials in 10-K; no non-audit services by the auditor in FY25, supporting independence .
- Independence and conflicts: Board reviewed relationships and found none compromising independence; Compensation Committee members (including Tripeny) had no Item 404 transactions; anti-hedging/pledging policy enforced .
- Controls and risk oversight: Company remedied prior FY24 material weaknesses; no material weaknesses identified in FY25; Audit Committee oversees cybersecurity with quarterly updates .
- Pay-for-performance and shareholder support: Say-on-pay approval was 94.6% at 2024 annual meeting; FY25 PSUs emphasize 3-year performance with 50% weighting to relative TSR; FY26 PSUs solely relative TSR—signals stronger alignment with shareholders .
- Attendance: 100% Board meeting attendance in FY25 indicates strong engagement; annual meeting attendance is not required (low shareholder attendance historically) .
- Compensation governance: Use of independent consultant FW Cook with no conflicts; clear clawback policy adopted October 2023; stock ownership guidelines in place .
RED FLAGS
- None identified for Tripeny: no related-party transactions; no hedging/pledging; committee independence affirmed; auditor independence maintained (no non-audit services). Prior FY24 material weaknesses were remediated by FY25, reducing risk .