Donald J. Tringali
About Donald J. Tringali
Donald J. Tringali, age 67, has served on the NGS Board since May 2023 and is the Board’s Lead Independent Director; he is a career operator/board advisor (CEO of Augusta Advisory Group since 2001), a former EVP at Telemundo (1996–2001), and Harvard-trained attorney (JD) with a BA in Economics from UCLA . He was initially appointed pursuant to a Cooperation Agreement with Mill Road Capital; the Board has affirmed his independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Augusta Advisory Group | Chief Executive Officer (founder) | 2001–present | Corporate advisory leadership . |
| Telemundo Group, Inc. | Executive Vice President | 1996–2001 | Senior operating executive at major U.S. Hispanic media company . |
| National Technical Systems, Inc. (Nasdaq) | Director; later Chairman | 1999–2013 | Led board through sale to private equity in 2013 . |
| Cartesian, Inc. (Nasdaq) | Executive Chairman | To 2018 (company sold to PE in 2018) | Board leadership through sale process . |
| Corporate attorney (Los Angeles) | Attorney | Early career | M&A and corporate counsel to public/private companies . |
External Roles
| Organization | Role | Status/Timeline | Notes |
|---|---|---|---|
| Swiss Water Decaffeinated Coffee, Inc. (TSX) | Director | Current | Chemical-free decaffeination company . |
| POSaBIT Systems Corporation (CSE) | Director | Current | Point-of-sale/payments for cannabis industry . |
| Firefly Neuroscience, Inc. (AIFF), formerly WaveDancer (WAVD) | Director | May 2021–July 2023 | Prior board service . |
Board Governance
- Lead Independent Director; presides over executive sessions of independent directors .
- Independence: Board determined he is an independent director under NYSE and company guidelines .
- Attendance and engagement: Board met 7 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Shareholder outreach: As Lead Independent Director, Tringali engaged with 11 shareholders representing ~46% of outstanding shares (~51% of public float) amid compensation program changes .
- Origin of appointment: Appointed under an April 28, 2023 Cooperation Agreement with Mill Road; the cooperation period (standstill) ended after the March 15, 2025 nomination deadline .
Committee assignments (as of April 2025):
| Committee | Role |
|---|---|
| Compensation Committee | Member . |
| Nominating & Corporate Governance Committee | Chair . |
Compensation Committee oversight context:
- Fully independent membership; met 7 times in 2024; administers clawback policy; no committee interlocks in 2024 .
- Jean K. Holley appointed Compensation Committee Chair on Nov 1, 2024; Tringali served on the committee alongside Holley and Hodges .
Fixed Compensation
2024 Non-employee Director compensation (Tringali):
| Year | Fees Earned or Paid ($) | Notes |
|---|---|---|
| 2024 | 81,250 | Includes quarterly cash retainer plus Lead Independent and any chair fees . |
2024 Director cash compensation policy:
| Cash Component | Amount |
|---|---|
| Annual cash retainer (1H 2024 rate) | $55,000 annualized . |
| Annual cash retainer (2H 2024 rate) | $70,000 annualized . |
| Committee Chair fee | $15,000 per year . |
| Lead Independent Director fee | $17,500 per year . |
| Non-employee Chairman retainer | $35,000 per year . |
| D&O insurance cost (Company) | $307,353 for 2024 . |
Other: Directors reimbursed for meeting expenses; no travel accident/life insurance or director pension/retirement plan .
Performance Compensation
Director equity awards (non-employee directors):
| Year | Stock Awards ($) | Award Type | Grant Timing/Notes |
|---|---|---|---|
| 2024 | 109,983 | Annual RSU grant | Board approved ~$110,000 RSU value; granted in June . |
| 2023 | 100,003 | Annual equity award | As disclosed for 2023 director compensation . |
- Option awards: None for 2024 (and not disclosed for 2023 for Tringali) .
- Performance metrics for director equity: Not applicable; director equity is time-based RSUs (no director-specific performance metrics disclosed) .
Compensation governance policies relevant to directors:
- Share ownership guidelines: Non-employee directors must hold ≥4x annual cash retainer; holdings can include direct/indirect stock, deferred units, and time-vested RSUs; measured using prior-year average price .
- Hedging/pledging prohibited by policy; pre-clearance required for trades; standard quarterly blackout periods; clawback policy adopted under NYSE/Exchange Act 10D .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Considerations |
|---|---|---|
| Swiss Water Decaffeinated Coffee, Inc. (TSX) | Director | No interlocks with NGS disclosed in the proxy . |
| POSaBIT Systems Corporation (CSE) | Director | No interlocks with NGS disclosed in the proxy . |
| Firefly Neuroscience, Inc. (AIFF, formerly WAVD) | Former Director | Prior service; no NGS interlocks disclosed . |
Note: The proxy states related-party transactions would require pre-approval under Board/Company rules but does not identify related-party transactions involving Mr. Tringali .
Expertise & Qualifications
- Board leadership across multiple public companies; experience on audit, compensation, and nominating/governance committees; prior chair roles .
- Operating and advisory background (CEO, Augusta Advisory; former EVP, Telemundo) and legal training (Harvard Law JD) .
- Appointed Lead Independent Director, indicating Board confidence in his governance and shareholder engagement capabilities .
Equity Ownership
| As-of Date | Beneficial Ownership | Percent of Class | Detail/Breakdown |
|---|---|---|---|
| Apr 25, 2025 | 15,090 shares | Less than 1% | Includes 8,523 shares deferred in a rabbi trust; 5,620 RSUs vesting on or about June 13, 2025; no pledges reported as of this date . |
| Apr 22, 2024 | 9,470 shares | Less than 1% | Reported in 2024 proxy; no pledges reported as of this date . |
Policy and controls:
- Insider Trading Policy prohibits hedging/monetization and pledging; pre-clearance and blackout windows apply .
- The 2025 proxy explicitly notes no pledging of shares by officers/directors as of Apr 25, 2025 .
Insider Trades
Recent SEC Form 4 filings referencing Mr. Tringali:
- Form 4 filed June 5, 2025 (NGS) .
- Form 4 filed August 8, 2025 (NGS) .
- Form 4 filed August 25, 2025 (NGS) .
Note: The above links reference the filings; specific transaction details (share counts/prices) should be reviewed directly in the Form 4 documents.
Governance Assessment
Strengths and positive signals:
- Lead Independent Director role with active shareholder engagement (contacted 11 holders representing ~46% of outstanding shares/~51% float) during compensation redesign; indicates high engagement and responsiveness to investor feedback .
- Independent status reaffirmed; presides over independent director sessions; strong committee coverage (chairs Nominating & Governance; serves on Compensation) .
- Compensation Committee independence, activity (7 meetings in 2024), use of independent consultant, clawback adoption, share ownership guidelines, and anti-hedging/pledging policy align with governance best practices .
- Director compensation framework shifted upward in 2H 2024 (retainer increased to $70k annual rate) with equity as RSUs (~$110k), supporting alignment with shareholders via stock ownership .
Watch items and potential red flags:
- Activist context: Appointment under a Cooperation Agreement with Mill Road (now expired post Mar 15, 2025 deadline); while independence is affirmed, investors may monitor for lingering alignment considerations as the agreement has concluded .
- Say-on-Pay: 2024 outreach followed “more than 50%” support that fell short of the company’s internal expectations, though the Compensation Committee undertook changes and outreach; continued monitoring of subsequent vote outcomes warranted .
- Ownership level: Beneficial ownership is <1% (15,090 shares as of Apr 25, 2025), which is typical for small-cap directors but modest in absolute terms; adherence to 4x-retainer ownership guideline is policy-based, with individual compliance status not disclosed in the proxy .
Overall, Tringali brings deep governance experience (committee chair/member across key committees) and high engagement as Lead Independent Director, with structural safeguards (independence, executive sessions, clawback, ownership guidelines) supporting investor confidence; activism-origin appointment and modest personal ownership are watch items balanced by robust governance practices and outreach responsiveness .