Thomas H. Decker
About Thomas H. Decker
Thomas H. Decker, age 84, has served on Mexco Energy Corporation’s Board since his election in September 2019 and is designated an independent director by the Board under NYSE American and SEC rules . He holds a degree from the University of Oklahoma and brings over five decades of finance and investment experience; the Board has also designated him as an “audit committee financial expert” based on knowledge, experience, and education .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Senior Vice President, financial advisory services | 2000–2019 | Led client advisory; deep capital markets experience |
| Tucker Anthony, Inc. | Senior Vice President | 1980–1992 | Financial advisory leadership |
| Blyth Eastman Dillon | Senior Vice President | 1978–1980 | Financial advisory leadership |
| White, Weld, Inc. | Various roles up to Senior Vice President | 1971–1978 | Investment banking and advisory services |
| Various charitable organizations | Board/leadership roles | 1973–present | Longstanding nonprofit governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Painter Hill Venture Capital | Founder | 1998–present (founded 1998) | Early-stage investing; founded by Decker |
| Shared Technologies, Inc. | Director | 1993–1998 | Prior public company board service |
Board Governance
- Independence and role: Decker is one of four independent directors and serves as Chairman of the Audit Committee; he is designated an “audit committee financial expert” .
- Committee assignments (FY2025): Audit (Chair), Compensation (Member), Nominating (Member)
- Committee meeting frequency and attendance (FY2025): Audit (4 meetings; all members attended), Compensation (1 meeting; all members attended), Nominating (1 meeting; all members present) .
- Board attendance (FY2025): Board met 4 times; all directors attended all four meetings (100% attendance) .
- Board structure: CEO also serves as Chairman; the Board has no lead independent director .
Fixed Compensation
| Fiscal Year | Cash Retainer | Equity Grants | Other | Total |
|---|---|---|---|---|
| FY2025 | $6,000 | $0 (no director option grants in FY2025) | $0 | $6,000 |
| FY2024 | $6,000 | $0 (no director option grants in FY2024) | $0 | $6,000 |
- Director fees are paid at $1,500 per quarter ($6,000 annually) .
Performance Compensation
- No performance-based compensation, RSUs/PSUs, or director option grants were disclosed for FY2025 or FY2024; director compensation consists solely of a modest cash retainer .
Other Directorships & Interlocks
- Prior public company directorship: Shared Technologies, Inc. (Director, 1993–1998) .
- Compensation committee interlocks: None. The proxy states no interlocks or insider participation involving the Compensation Committee; no MXC executive served on another entity’s board/comp committee where that entity’s officers served on MXC’s board/comp committee .
Expertise & Qualifications
- The Board cites Decker’s 50+ years developing financial investment strategies and quantitative portfolio solutions as core qualifications; he provides finance and management expertise to the Board .
- Audit Committee Financial Expert designation underscores advanced financial oversight capability .
- Education: University of Oklahoma .
Equity Ownership
| Holder | Beneficial Ownership (shares) | Percent of Class | Notes |
|---|---|---|---|
| Thomas H. Decker | 33,573 | 1.64% | Includes 10,173 shares beneficially owned by spouse |
| Options outstanding (as of 3/31/2025) | 0 | — | No options held by Decker at FY2025 year-end |
Recent insider transactions (director):
| Period | Transaction | Amount/Terms | Value |
|---|---|---|---|
| FY2024 | Option exercise | 5,000 options exercised | $35,150 realized value |
Section 16 compliance: The Company states all applicable Section 16(a) filing requirements were met in FY2025 .
Governance Assessment
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Strengths:
- Independent director with extensive capital markets experience; Audit Chair and “audit committee financial expert” designation enhance financial reporting oversight .
- Strong attendance: Board met 4 times in FY2025 with 100% director attendance; Audit, Compensation, and Nominating Committees each reported full participation in their FY2025 meetings .
- Meaningful personal ownership for a director of a micro-cap: 33,573 shares (1.64% of outstanding), including spouse holdings, aligns incentives with shareholders .
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Considerations and potential red flags:
- Board leadership: CEO also serves as Chairman; no lead independent director, which can concentrate agenda control and reduce independent counterbalance .
- Ownership concentration: CEO beneficially owns 46.14% of the company, potentially limiting minority shareholder influence and the relative power of independent directors .
- Director pay design: Compensation for directors is low and cash-only ($6,000/year) with no ongoing equity grants, which may limit equity-based alignment; recent years disclosed no director equity grants .
- Related-party transactions: The proxy discloses a related-party office cost-sharing arrangement involving the CEO; no related-party transactions involving Decker were disclosed .
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Committee integrity: Compensation Committee composed entirely of independent directors; no interlocks or insider participation disclosed .
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Summary signal: Decker’s audit leadership and financial expert status support board effectiveness; however, the combined CEO/Chair structure and concentrated insider ownership remain governance risk factors for investor consideration .