Thomas S. T. Gimbel
About Thomas S. T. Gimbel
Thomas S. T. Gimbel, age 70, has served as an independent director of PrimeEnergy Resources Corporation since March 1989. He is CEO of Gimbel Financial Associates, LLC, and previously held senior investment roles including Executive Managing Director at Optima Asset Management (until June 20, 2022), Managing Director for Hedge Fund Investments at Credit Suisse Asset Management, head of the Hedge Fund department at Donaldson, Lufkin & Jenrette, and Vice President/Treasurer of Smith Barney’s real estate acquisition subsidiary; he also served as CEO and director of American Farmland Company (NYSE Market). He holds a BA in economics from Bowdoin College and an MBA in finance from Columbia Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Optima Asset Management LLC | Executive Managing Director | Until Jun 20, 2022 | Senior leadership in investment advisory; SEC-registered adviser |
| American Farmland Company (NYSE Market) | Chief Executive Officer; Vice President and Director since inception | CEO (prior); Director since 2009 | Led a public REIT; governance and operations oversight |
| Credit Suisse Asset Management | Managing Director, Hedge Fund Investments | Prior to 2004 | Hedge fund investments leadership |
| Donaldson, Lufkin & Jenrette | Head, Hedge Fund Department | Prior to CSAM | Ran hedge fund department pre-CS acquisition |
| Smith Barney real estate subsidiary | Vice President & Treasurer | Earlier career | Real estate acquisition and syndication finance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gimbel Financial Associates, LLC | Chief Executive Officer | Current | Private financial and investment consulting |
| Lighthouse Guild (non-profit) | Director; Investment Committee member | Current | Oversees investment matters; nonprofit governance |
Board Governance
- Independence: The Board determined Gimbel is independent under Nasdaq and applicable standards .
- Committees: Audit Committee member (committee is independent; chaired by H. Gifford Fong, audit committee financial expert), Compensation Committee member (committee is independent; charter requires non‑employee directors). The Audit Committee met twice and the Compensation Committee met once in 2024 .
- Attendance: All directors attended all Board and applicable committee meetings in 2024; the Board met three times in 2024 .
- Nominating function: No standing nominating committee; independent directors (Fong, Gimbel, Hurt) act as the nominating committee .
- Board leadership: CEO/Chair roles combined (Charles E. Drimal, Jr.) and no Lead Independent Director .
2025 Shareholder Vote Results (signal of investor support)
| Proposal | For | Against/Withheld | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Election of Thomas S. T. Gimbel | 1,146,375 | 40,475 (withheld) | 0 | 0 |
| Say‑on‑Pay (Advisory) | 905,423 | 35,392 | 246,035 | 0 |
| Say‑on‑Pay Frequency | 3 years: 910,899; 1 year: 274,284; 2 years: 800; Abstain: 867 |
Fixed Compensation
- Directors receive $10,000 per Board meeting; no fees for committee meetings; all directors (including Gimbel) received $30,000 in cash fees for 2024, consistent with three Board meetings; directors are reimbursed for travel; no equity compensation or deferred/non‑equity incentive plans .
| Director | Fees Earned (Cash, 2024) | Other Compensation | Notes |
|---|---|---|---|
| Thomas S. T. Gimbel | $30,000 | — | $10,000 per Board meeting; no committee fees |
Performance Compensation
- The Company does not provide directors with equity awards, options, non‑equity incentive compensation, or non‑qualified deferred compensation plans .
| Metric | 2024 | Structure/Terms |
|---|---|---|
| Equity Awards (RSUs/PSUs) | None | No equity compensation for directors |
| Option Awards | None | No director option grants |
| Performance‑Based Incentives | None | No non‑equity incentive plan for directors |
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlock/Exposure |
|---|---|---|---|
| PrimeEnergy Resources Corporation | Public | Director | Internal |
| American Farmland Company | Public (prior) | CEO; Vice President & Director since 2009 | Prior REIT leadership; no current interlock disclosed |
| Lighthouse Guild | Non‑profit | Director; Investment Committee | Non‑profit; no related‑party transactions disclosed |
- No related‑party transactions involving Gimbel are disclosed; directors did not receive compensation from any person/entity other than the Company for director services .
Expertise & Qualifications
- Capital markets and hedge fund expertise; investment strategy and risk management experience across CSAM, DLJ, Optima; real estate finance background at Smith Barney .
- Education: BA, Bowdoin College; MBA (Finance), Columbia Business School .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Vested vs Unvested | Options | Notes |
|---|---|---|---|---|---|
| Thomas S. T. Gimbel | 1,000 | 0.06% | All common shares; no unvested equity disclosed | None disclosed for Gimbel | Beneficial ownership table as of Apr 7, 2025 |
- Hedging policy: Company discourages hedging/monetization; transactions must comply with insider trading policy .
- Pledging: No pledging disclosures specific to directors; not mentioned in proxy .
- Ownership guidelines: No director stock ownership guidelines disclosed .
Insider Filings/Trades
| Year | Section 16 Compliance (Gimbel) | Notes |
|---|---|---|
| 2024 | All required reports filed timely (company‑wide) | No late filings attributed to Gimbel |
| 2025 (YTD) | One late Form 4 reported for Robert de Rothschild (not Gimbel) | Administrative error; subsequently filed |
Governance Assessment
-
Positives:
- Independent director with deep finance/investment oversight; active service on Audit and Compensation Committees; Audit Committee chaired by designated financial expert (Fong) .
- 100% attendance at Board and committee meetings in 2024; clear engagement .
- Strong shareholder support in 2025 director election; minimal withhold votes (approx. 3.4% of votes cast for his seat) .
-
Red Flags / Watch Items:
- Board leadership is combined CEO/Chair with no Lead Independent Director, reducing independent counterbalance .
- No standing nominating committee; nominations handled by Board (with management directors abstaining), which can constrain independent refreshment processes at small issuers .
- Director compensation is modest and entirely cash per meeting with no equity, resulting in limited long‑term ownership alignment; Gimbel’s beneficial ownership is 1,000 shares (0.06%) .
- Low meeting frequency (three Board meetings in 2024), which may be lean for oversight, though typical for small‑cap energy companies; ensure committee work is robust given operational risks .
-
Conflicts:
- No related‑party transactions involving Gimbel disclosed; directors received no compensation from outside entities for their PrimeEnergy board service .
- Company discourages hedging; no specific pledging disclosures—monitor for updates .