Thomas Mertens
About Thomas J. Mertens
Independent director since 2018; age 60 (2025 proxy). CPA (since 1990) with an accounting degree from St. John’s University and Master Graduate of Rapport Leadership International (2002). CFO of a large Minneapolis–Saint Paul non-profit since 2013; former CFO/Controller at Macquarie Air-Serv (8 years) where revenues grew from $60M to $130M via acquisitions; began career as an auditor at KPMG Peat Marwick. Also serves as a director at SFM Mutual Insurance Company (since 2022) .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| KPMG Peat Marwick | Auditor | Start of career | Big Four audit background |
| Macquarie Air-Serv Holding Inc. | CFO & Controller | 8 years | Revenues grew $60M→$130M via acquisitions |
| Minneapolis–Saint Paul non-profit | Chief Financial Officer | Since 2013 | Implemented processes and best practices |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SFM Mutual Insurance Company | Director | Since 2022 | Not disclosed |
Board Governance
- Committee leadership: Chair of Audit Committee and Chair of Compensation Committee; both committees comprise Berger, Martinez, and Mertens .
- Independence: Board determined Mertens is independent under Nasdaq 5605(a)(2) and SEC Rule 10A‑3(b)(1) .
- Financial expert: Designated “audit committee financial expert” under Regulation S‑K .
- Meetings/attendance: FY2024—Board 12; Audit 5; Compensation 2; Compliance 4; directors attended 100% of board and committee meetings .
- Years of service: Director since 2018 .
| Governance Metric | 2023 | 2024 |
|---|---|---|
| Board Meetings Held | 9 | 12 |
| Audit Committee Meetings Held | 4 | 5 |
| Compensation Committee Meetings Held | 5 | 2 |
| Compliance Committee Meetings Held | 4 | 4 |
| Attendance Rate | 100% | 100% |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Cash Compensation ($) | 25,500 | 25,500 |
| Stock Awards ($) | 0 | 0 |
| Stock Option Awards ($) | 0 | 0 |
| Total ($) | 25,500 | 25,500 |
Notes: Proxy does not disclose director annual retainer structure or committee chair/member fees breakdown—only total cash paid .
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Equity Grants (Stock Awards, $) | 0 | 0 |
| Option Awards ($) | 0 | 0 |
| Performance Metrics Tied to Director Pay | Not disclosed |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| SFM Mutual Insurance Company | Director | No related-party transactions disclosed by TBTC; policy requires independent director approval of any such transactions . |
Expertise & Qualifications
- CPA; audit committee financial expert designation .
- CFO experience in non-profit and corporate settings; M&A-led revenue growth at Macquarie Air‑Serv .
- Governance experience across Audit and Compensation committees; long-tenured financial leadership .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Shares Beneficially Owned (#) | 2,000 | 2,000 |
| % of Common Shares | * (less than 1%) | * (less than 1%) |
Notes: Section 16(a) filings were timely for fiscal 2024 per the proxy . Proxy does not disclose any pledging or hedging by directors; insider trading policy is in place .
Governance Assessment
-
Strengths
- Independent director with CPA credentials and designated audit financial expert; chairs both Audit and Compensation Committees, signaling strong technical oversight .
- Full engagement with 100% attendance and active committee structure; robust audit oversight narrative and pre‑approval policy for auditor services .
- Shareholder support: 2025 say‑on‑pay approved; 3‑year say‑on‑frequency selected; auditor ratification passed .
-
Watch items
- Concentration of committee leadership (same director chairs Audit and Compensation) on a small board may warrant monitoring for workload and independence of perspectives, though independence is affirmed .
- Ownership alignment is modest (2,000 shares, <1% of outstanding); no director ownership guidelines disclosed .
-
RED FLAGS
- None disclosed: no related‑party transactions involving directors; Section 16 compliance timely; no equity or option awards to directors in 2023–2024; no tax gross‑ups or retention/change‑of‑control provisions discussed for directors .
Shareholder Voting Signals (2025)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Say‑on‑Pay | 2,611,326 | 31,544 | 12,890 | 843,072 |
| Frequency Option | Votes |
|---|---|
| 3 years | 2,418,725 |
| 2 years | 98,052 |
| 1 year | 137,440 |
| Abstain | 1,543 |
| Broker Non‑Votes | 843,072 |
Committee Structure Reference
| Committee | Members | Chair |
|---|---|---|
| Audit | Mertens, Martinez, Berger | Thomas Mertens |
| Compensation | Berger, Martinez, Mertens | Thomas Mertens |
| Compliance | Martinez, Randy Sayre, Chad Hoehne | William Martinez |
Related‑Party Transactions Policy: Any related‑party transaction must be approved by a majority of disinterested and independent directors .