Thomas Secor
NOVANTAAbout Thomas N. Secor
Independent director of Novanta Inc. since June 14, 2012; age 54 as of the 2025 proxy. Background spans investment management and corporate/securities law: Managing Director at Morningside Heights Capital (since March 2012), previously Goldman Sachs Liberty Harbor (2007–2012), Amaranth Advisors (2005–2007), and Cleary Gottlieb (1998–2005). Education: BA, Pomona College (cum laude); JD, University of Chicago Law School (cum laude). The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs & Co. (Liberty Harbor fund) | Investment professional focusing on fundamental strategies across debt/equity | Apr 2007–Mar 2012 | Absolute-return fund experience; transaction execution |
| Amaranth Advisors | Director, Legal Group | 2005–Mar 2007 | Corporate/securities legal work supporting investment activities |
| Cleary, Gottlieb, Steen & Hamilton | Attorney (corporate and securities law) | 1998–2005 | Complex corporate/securities matters |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Morningside Heights Capital | Managing Director | Since Mar 2012 | Investment firm leadership |
Board Governance
- Current committee assignments: Audit Committee member; Environmental, Social and Governance (ESG) Committee member .
- Committee chairs: Audit—Frank A. Wilson; Compensation—Lonny J. Carpenter; ESG—Maxine L. Mauricio .
- Board/committee meeting cadence (FY2024): Board 6; Audit 5; Compensation 3; ESG 3 .
- Attendance: In 2024, each director attended ≥83% of Board meetings and 100% of committees of which they were a member; all directors attended the 2024 annual meeting . In 2023, each director attended 100% of Board and committee meetings; all directors attended the 2023 annual meeting .
- Independence status: Affirmed independent (non-management) per Nasdaq criteria .
Fixed Compensation
| Component | Policy Detail | Thomas Secor 2024 Amount |
|---|---|---|
| Annual cash retainer | $67,500 for non-employee directors | $67,500 |
| Committee membership fees | Audit member $10,000; ESG member $5,000 | $15,000 (Audit $10,000; ESG $5,000) |
| Total cash fees | Retainer + committee fees | $82,500 |
| Equity grant (annual) | RSUs; grant-date fair value $200,000; vest upon grant, settle into common shares on 1st anniversary | $199,953 (RSUs) |
| RSU grant details (2024) | Granted Jan 2, 2024; closing price $164.30 used for units | 1,217 RSUs outstanding from 1/2/2024 grant |
Notes:
- Director equity is RSUs only beginning in 2024 (prior years included DSUs) .
Performance Compensation
- Non-employee directors do not receive performance-based equity (no PSUs/option performance metrics); annual director equity is time-based RSUs that vest upon grant and convert after one year .
| Performance Compensation Element | Metrics | Status |
|---|---|---|
| PSUs/Performance-linked awards | TSR, revenue, EBITDA (executive program) | Not applicable to non-employee directors |
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in NOVT proxy biography |
- Interlocks/conflicts: Proxy does not disclose any shared directorships with NOVT competitors/suppliers/customers for Secor .
- Related-party transactions: Company maintains formal related-party transaction review/approval policy; no indebtedness of directors/officers since Jan 1, 2024 .
Expertise & Qualifications
- Strategic transactions, corporate finance, profit management across industries; extensive governance experience .
- Legal/compliance foundation from top-tier law firm practice in corporate/securities law .
- Education: Pomona College BA (cum laude); University of Chicago Law School JD (cum laude) .
Equity Ownership
| Ownership Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 33,572 | Includes 32,077 fully vested deferred stock units (DSUs) convertible upon Board departure |
| RSUs outstanding (director grant) | 1,217 | 1/2/2024 grant; settle on 1-year anniversary |
| Ownership as % of shares outstanding | ~0.093% | 33,572 ÷ 35,964,471 outstanding shares (as of Apr 15, 2025) |
| Director ownership guidelines | 5× annual cash retainer; compliance required within 5 years | All directors were in compliance as of 12/31/2024 |
| Hedging/pledging | Prohibited via Insider Trading Policy (anti-hedging and anti-pledging) | Policy in place; ban applies to directors |
Insider Trades
| Item | Status |
|---|---|
| Section 16(a) compliance (2024) | Company states officers/directors complied with Section 16 reporting requirements (one administrative omission related to a different officer’s Form 3 noted) |
Governance Assessment
- Board effectiveness: Long-tenured independent director (since 2012) with Audit and ESG committee service; Audit oversight is robust with clear reporting and independence confirmations; ESG oversight includes board refreshment, sustainability, and cybersecurity .
- Independence/engagement: Affirmed independent; strong attendance record; directors meet in executive session without management routinely .
- Alignment: Director compensation structure emphasizes modest cash retainers plus time-based RSUs; director ownership guidelines (5× retainer) and anti-hedging/anti-pledging policies bolster alignment and discipline .
- Conflicts/related-party exposure: No indebtedness; formal related-party transaction oversight by Audit Committee; no specific related-party transactions disclosed for directors in the proxy .
- Red flags: None observed in proxy for Secor (no pledging, no attendance shortfall, no disclosed related-party transactions tied to him) .