Thomas Marusak
Soluna HoldingsAbout Thomas J. Marusak
Independent director of Soluna Holdings, Inc. since December 2004; age 75. He is the Board’s Audit Committee Chair and has been designated the audit committee financial expert. His background spans decades as President of Comfortex Corporation (window coverings manufacturing), with additional board and advisory roles in energy, healthcare, and regional economic organizations. Education: B.S. in Engineering (Penn State) and M.S. in Engineering (Stanford) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Comfortex Corporation | President | 1986–2023 | Led manufacturing, product development, operations |
| Soluna Computing, Inc. (SCI – subsidiary) | Director | Since Jan 2020 | Subsidiary oversight aligned with computing/energy strategy |
| MTI Instruments, Inc. (former subsidiary) | Director | Since Apr 2011 | Board service during subsidiary phase; oversight of operations |
| Key Bank of New York | Advisory Board Member | 1996–2004 | Banking/finance advisory |
| NYS Energy Research & Development Authority (NYSERDA) | Director | 1998–2006 | Energy policy/oversight experience |
| Capital District Physicians’ Health Plan (CDPHP) | Director | 2011–2019 | Finance, Compensation, Audit, Investment, Executive Committees |
| Center for Economic Growth | Past Chair (Board) | Not disclosed | Regional economic development leadership |
| Dynabil Corp. | Advisory Board | Not disclosed | Advisory board member |
| Albany Chamber of Commerce | Executive Board | Not disclosed | Regional business leadership |
External Roles
- No current public company directorships disclosed for Mr. Marusak; external roles noted above are private, non-profit, or advisory positions .
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Mr. Marusak is independent under Nasdaq rules |
| Committees | Audit Committee (Chair); Nominating & Corporate Governance Committee (Member) |
| Financial Expert | Designated “audit committee financial expert” by the Board |
| Lead Independent Director | Not applicable to Marusak; Lead Independent Director is William P. Phelan |
| Board Meetings (2024) | Board met 26 times in 2024; each director attended at least 75% of Board and assigned committee meetings |
| Executive Sessions | Outside directors hold periodic executive sessions without management |
| Board Tenure | Director since December 2004 |
Fixed Compensation (Director Cash Fees)
| Component | Amount |
|---|---|
| Annual cash retainer (non-employee director) | $20,000 (program) |
| Audit Committee Chair fee | $15,000 (program) |
| Total cash paid to Marusak (FY2024) | $35,000 |
Notes:
- No meeting fees disclosed; Executive Committee membership fee ($15,000) does not apply to Marusak (not a member) .
Performance Compensation (Equity)
| Grant Type | Grant Date | Shares/Units | Notes (vesting, where disclosed) |
|---|---|---|---|
| Restricted Stock Awards (Common) | Apr 15, 2024 | 41,176 | Part of annual director equity |
| Restricted Series A Preferred Stock Awards | Apr 15, 2024 | 52,977 | Part of annual director equity |
| Restricted Stock Awards (Common) | Jun 1, 2024 | 5,981 | Time-based |
| Restricted Stock Awards (Common) | Sep 1, 2024 | 46,021 | Time-based |
| Restricted Stock Awards (Common) | Dec 1, 2024 | 43,044 | Time-based |
| 2024 Director Equity Fair Value (Total) | FY2024 | $538,898 | Grant-date fair value per ASC 718 |
Vesting schedules for Mr. Marusak’s outstanding awards (as disclosed):
- 50,610 RSAs: 33% vested during 2024; 33% on Jun 1, 2025; 34% on Jun 1, 2026 (continued service) .
- 42,568 RSAs: 33% on Sep 1, 2025; 33% on Sep 1, 2026; 34% on Sep 1, 2027 (service-based) .
- 43,044 RSAs: 33% on Dec 1, 2025; 33% on Dec 1, 2026; 34% on Dec 1, 2027 (service-based) .
- 86,512 RSAs: 33% on Jun 1, 2026; 33% on Jun 1, 2027; 34% on Jun 1, 2028 (service-based) .
- 116,579 RSAs: 33% on Sep 1, 2026; 33% on Sep 1, 2027; 34% on Sep 1, 2028 (service-based) .
- Stock options: 125 shares exercisable within 60 days (as of Sep 29, 2025) .
Performance metrics: The proxy discloses director equity awards as time-based (RSAs/Series A preferred stock awards). No performance metrics (e.g., TSR/EBITDA) for director equity were disclosed; awards vest based on continued service .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Notes |
|---|---|---|---|
| Soluna Computing, Inc. (SCI) | Private subsidiary | Director | Since Jan 2020 |
| MTI Instruments, Inc. | Former subsidiary | Director | Since Apr 2011 |
| Capital District Physicians’ Health Plan (CDPHP) | Non-profit/Health Plan | Director | Finance, Compensation, Audit, Investment, Executive Committees (2011–2019) |
| NYSERDA | State energy authority | Director | 1998–2006 |
| Key Bank of New York | Bank | Advisory Board Member | 1996–2004 |
| Center for Economic Growth | Non-profit | Past Chair | Regional economic development |
| Dynabil Corp. | Private | Advisory Board | Advisory role |
| Albany Chamber of Commerce | Chamber | Executive Board | Executive board member |
Related-party interlocks:
- Company discloses extensive related-party relationships with Harmattan Energy Ltd. (HEL) involving four directors (Toporek, Lipman, Belizaire, Bottomley). Mr. Marusak is not listed among directors with HEL affiliations in the related-party disclosure .
Expertise & Qualifications
- Audit committee financial expert; extensive oversight of financial reporting, internal controls, and auditor independence (as Audit Chair) .
- Deep operating and manufacturing experience from leading Comfortex; skills in product development and operations .
- Broad board/committee experience across finance, compensation, audit, investment, and executive committees (CDPHP) .
- Engineering educational foundation (Penn State B.S.; Stanford M.S.) .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership (as of Sep 29, 2025) | 347,943 shares; <1% of class |
| Components disclosed | 125 options exercisable within 60 days; multiple RSA tranches with time-based vesting (see schedules above) |
| Shares pledged as collateral | None disclosed |
| Hedging policy | Company prohibits hedging by directors, officers, employees |
Governance Assessment
Key positives
- Independence and oversight: Independent director; Audit Committee Chair; designated audit committee financial expert—strong anchor for financial reporting oversight and internal controls .
- Engagement: Board met 26 times in 2024 and all directors met at least 75% attendance, indicating active governance; executive sessions of non-management directors held periodically .
- Alignment policies: Company maintains anti-hedging and clawback policies—supportive of alignment and accountability (clawback covers executives; hedging ban applies to directors) .
Potential risks and watch items
- Heavy equity use in director pay: In 2024, Marusak’s equity grant fair value ($538,898) far exceeded cash retainer ($35,000), concentrating director pay in stock and preferred RS awards; awards are time-based rather than performance-based (risk of pay not tied to outcomes) .
- Board-wide practice of separation-vesting RSAs: Several peers hold sizable RSAs that vest 100% upon separation (e.g., Lipman, Phelan, Hirshfield, Michaels)—a shareholder-unfriendly feature that can reward departure; Marusak’s awards are disclosed as time-based, not separation-vesting .
- Capital structure actions: The Board advanced reverse split authority and a later special meeting to increase authorized shares—signals potential dilution/financing reliance; underscores need for rigorous audit/risk oversight (Marusak’s remit) .
Director Compensation Mix (FY2024)
| Component | Amount | Mix Insight |
|---|---|---|
| Cash (retainer + chair fee) | $35,000 | Cash portion relatively small |
| Equity (grant-date fair value) | $538,898 | Majority of pay in equity; time-based vesting |
Related-Party Exposure
- Company’s material related-party transactions center on HEL and affiliates tied to other directors/executives. Mr. Marusak is not identified among directors with HEL ownership/roles in the related-party section, reducing conflict risk for him personally .
- Company requires Audit Committee review/approval of related-person transactions, aligning with best practice controls .
RED FLAGS
- Separation-vesting RSAs prevalent among several directors (not Marusak), potentially misaligning incentives at the board level .
- Significant reliance on equity for director compensation with purely time-based vesting (no disclosed performance metrics) .
- Ongoing capital structure maneuvers (reverse split authorization, authorized share increase) heighten dilution risk, putting a premium on robust independent oversight .