Thomas G. Snead, Jr.
About Thomas G. Snead, Jr.
Independent director of Tredegar Corporation (TG), age 71, serving since 2013. Retired President of Elevance Health (formerly Anthem, Inc.), Southeast Region (Dec 2002–Jan 2006), with significant executive, financial, and operations experience at a complex, highly regulated public company. Recognized by the Board as an “audit committee financial expert” and currently chairs the Audit Committee; affirmed independent under NYSE standards. Attended 100% of Board and applicable committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elevance Health (Anthem, Inc.) – Southeast Region | President | Dec 2002–Jan 2006 | Led operations in a highly regulated industry; deep finance and operations background cited by TG Board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Atlantic Union Bankshares Corporation (formerly Union Bankshares Corporation) | Director | 2018–2024 | Virginia financial and bank holding company |
Board Governance
- Committee assignments: Audit Committee Chair; other Audit Committee members are Pratt, Tack, and Vlahcevic; Audit met 5 times in 2024. Principal functions include oversight of financial reporting, internal controls, auditor independence, internal audit, major financial risk exposures (including cybersecurity and climate), legal/regulatory compliance, and related-person transactions. Snead is designated a financial expert; all Audit Committee members are independent and financially literate.
- Independence: Board determined Snead is independent under NYSE standards and TG’s Governance Guidelines; Board has an independent Chairman.
- Attendance and engagement: Board held 6 meetings in 2024; each then-serving director attended 100% of Board and committee meetings. Independent directors meet regularly in executive session at Board meetings.
- Governance structures: Separate Chairman and CEO; independent-only Audit, Compensation, and Nominating & Governance committees; stock hedging prohibited and pledging prohibited without Nominating & Governance Committee approval.
- Ownership alignment for directors: Outside Director Stock Ownership Guidelines require ≥4× base annual cash retainer; all directors except the newly appointed Vlahcevic are in compliance (Snead complies).
Fixed Compensation
| Component | Amount | Vesting/Timing | Source |
|---|---|---|---|
| Board annual cash retainer | $60,000 | Paid quarterly in arrears | |
| Audit Committee Chair fee | $20,000 | Paid quarterly in arrears | |
| Director stock retainer (annual) | $90,000 | Fully vested on grant | |
| 2024 actual – Fees Earned or Paid in Cash (Snead) | $80,011 | Includes board retainer + Audit Chair fee | |
| 2024 actual – Stock Awards (Snead) | $89,989 | Fully vested on grant | |
| 2024 total director compensation (Snead) | $170,000 | — |
| 2024 Stock Grant Dates | Non-Employee Director Shares | Closing Price | Vesting |
|---|---|---|---|
| Jan 2, 2024 | 4,128 | $5.45 | Fully vested on grant |
| Apr 1, 2024 | 3,526 | $6.38 | Fully vested on grant |
| Jul 1, 2024 | 4,787 | $4.70 | Fully vested on grant |
| Oct 1, 2024 | 3,142 | $7.16 | Fully vested on grant |
Director equity retainers are paid as stock awards under TG’s 2018 Plan and “became fully vested and transferable immediately upon the date of the grant.”
Performance Compensation
- No director-specific performance-based compensation disclosed (no director PSUs/options). Director equity awards are time-based and vest immediately; meeting fees are not used.
Other Directorships & Interlocks
| Entity | Relationship Type | Overlap/Interlock | Notes |
|---|---|---|---|
| Atlantic Union Bankshares Corporation | Public company directorship | None disclosed with TG | Service 2018–2024; no related-party transactions at TG in 2024 or 2023. |
Expertise & Qualifications
- Audit committee financial expert (Sarbanes–Oxley/SEC definition); financial literacy and accounting/financial management expertise per NYSE standards.
- Significant executive, financial, operations experience; corporate strategy, finance, accounting, and operations background valued by TG Board.
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership – shares with sole voting/investment power (Snead) | 66,382 | As of Mar 1, 2025 |
| Ownership as % of shares outstanding | <1% | Shares outstanding: 34,658,671 |
| Options/RSUs/PSUs held | Not disclosed for directors | Director equity paid as fully vested stock awards per policy |
| Shares pledged as collateral | Prohibited without prior N&G Committee approval | Hedging prohibited for directors and officers |
| Director ownership guideline | ≥4× base annual cash retainer | All directors except Vlahcevic (new in 2025) have met guideline |
Governance Assessment
- Strengths: Independent director and Audit Committee Chair with financial expert designation; robust committee oversight of financial reporting, compliance, cybersecurity, and climate risk; 100% attendance; independent Board leadership structure; strong director ownership guidelines and compliance; hedging prohibited and pledging restricted—alignment-supportive policies.
- Signals to monitor: 2024 say‑on‑pay support was 60%, with committee citing investor dissatisfaction with stock price and business results; the committee did not materially change the executive compensation program in 2024—continued scrutiny of pay-for-performance alignment may be warranted.
- Ownership concentration: Significant stakes held by the Gottwald group (~20.5%) and GAMCO (~20.1%) may influence governance dynamics and shareholder engagement strategies.
- Conflicts/related parties: No related person transactions in 2024 or 2023; Section 16 reporting compliance indicates no delinquent filings for directors other than a CEO late Form 4 due to administrative error (not Snead).
Overall, Snead’s audit leadership, independence, and attendance support board effectiveness; investor sentiment risks arise from low say‑on‑pay support and concentrated ownership—ongoing engagement and clear performance linkage in executive pay may help bolster confidence.