Timothy J. Pawlenty
About Timothy J. Pawlenty
Independent Class I director of Smart Sand, Inc. since June 2012; age 64 as of April 14, 2025. He chairs the Nominating & Corporate Governance Committee and serves on the Audit and Compensation Committees. He holds a B.A. in Political Science and a J.D., both from the University of Minnesota. In January 2025, he joined the board of Essentia Health (non-profit) and serves on its Audit and Planning & Finance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Financial Services Roundtable | President & CEO | Nov 2012 – Mar 2018 | Led a leading advocacy organization for U.S. financial services |
| State of Minnesota | Governor | 2003 – 2011 | Oversaw $60B biennial budget and 30,000 employees; engaged with natural resources and transportation agencies |
| Digital River, Inc. | Director | Not disclosed (prior) | Audit, Compensation, and Nominating & Governance Committees |
| ConvergeOne Holdings, Inc. (C1) | Director | Not disclosed (prior) | Audit and Governance Committees |
| New Mountain Capital, LLC | Executive Advisory Council Member | Feb 2019 – Oct 2024 | Advisory role to private equity firm |
External Roles
| Organization | Role | Start Date | Committees/Responsibilities |
|---|---|---|---|
| Essentia Health (non-profit) | Director | Jan 2025 | Audit; Planning & Finance Committees |
| Various privately-held companies | Director | Not disclosed | Not disclosed |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Audit; Member, Compensation .
- Independence: Board determined Pawlenty is “independent” under NASDAQ rules .
- Term and tenure: Class I director; appointed 2012; current term expires at the 2026 annual meeting .
- Attendance and engagement: In 2024, the board met 5 times; Audit 5; Compensation 1; Nominating & Governance 1. Each incumbent director attended at least 75% of board and applicable committee meetings, and all then-appointed directors attended the 2024 annual meeting of stockholders .
- Risk oversight: Audit Committee (of which Pawlenty is a member) oversees major risk exposures; board receives regular cybersecurity updates .
Fixed Compensation
Director compensation detail for Timothy J. Pawlenty
| Metric | 2023 | 2024 |
|---|---|---|
| Cash fees ($) | 72,500 | 72,500 |
| Stock awards ($) | 29,782 | 90,000 |
| Shares granted (#) | 16,364; vest 8/23/2024 | 46,392; vested 2/22/2025 |
| Total ($) | 102,282 | 162,500 |
Notes: Directors receive a mix of cash and equity under the 2016 Plan; reimbursed out-of-pocket expenses; D&O coverage; officers/employees who are directors do not receive additional director pay (except Andrew Speaker as noted) .
Performance Compensation
| Element | Metric(s) | Terms |
|---|---|---|
| Director equity | None disclosed (time-based RS) | 2024 grant of 46,392 shares vested on 2/22/2025; 2023 grant of 16,364 shares vested on 8/23/2024 |
No performance-vesting metrics were disclosed for non-employee director equity grants in 2023–2024; awards appear service-based with defined vesting dates .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Committees | Status |
|---|---|---|---|---|
| Essentia Health | Non-profit | Director | Audit; Planning & Finance | Current |
| Digital River, Inc. | Public (historical) | Director | Audit; Compensation; Nominating & Governance | Past |
| ConvergeOne Holdings, Inc. (C1) | Public (historical) | Director | Audit; Governance | Past |
| New Mountain Capital, LLC | Private equity | Executive Advisory Council | N/A | Past (2019–2024) |
Compensation Committee Interlocks: None of SND’s compensation committee members were officers/employees; no interlocks disclosed with other companies’ comp committees .
Expertise & Qualifications
- Legal, regulatory, and enterprise oversight experience (former Governor of Minnesota; led Financial Services Roundtable) .
- Board governance leadership (Chair, Nominating & Corporate Governance at SND) .
- Education: B.A. Political Science; J.D., University of Minnesota .
Equity Ownership
| Detail | Amount |
|---|---|
| Total beneficial ownership (shares) | 248,602 |
| Ownership as % of outstanding | <1% |
| Unvested (subject to vesting) shares | 39,130 |
| Vested shares (calculated) | 209,472 (248,602 − 39,130) |
Policy constraints enhancing alignment: Directors are prohibited from hedging and from purchasing/holding company stock on margin or pledging it as collateral .
Governance Assessment
- Strengths
- Independent director with 13+ years of board service; chairs Nom/Gov and serves on Audit and Compensation, providing broad oversight across governance, financial reporting, and pay .
- Attendance meets or exceeds 75% threshold; board and committees met regularly in 2024 (Board 5; Audit 5; Comp 1; Nom/Gov 1). All directors attended 2024 annual meeting .
- Hedging/pledging prohibited by policy, supporting shareholder alignment .
- Meaningful absolute share ownership (248,602), with disclosure of unvested vs. vested components aiding transparency .
- Watch items / Context
- Governance environment includes multiple family members of the CEO employed by the company, creating perceived independence sensitivity for the board broadly (not specific to Mr. Pawlenty) .
- Stockholders’ agreement grants Keystone Cranberry (CEO-affiliated) special board nomination and certain approval rights at specified ownership thresholds, which can influence board composition and control processes (again, not specific to Mr. Pawlenty) .
- Compensation mix signals
- YoY shift toward equity in 2024 for directors (Pawlenty stock award $90k vs. $29.8k in 2023) while cash retainer remained flat, modestly increasing equity alignment .
RED FLAGS
- None disclosed specific to Mr. Pawlenty: no related-party transactions, no compensation committee interlocks, no hedging/pledging permitted under policy, and attendance meets policy thresholds .