Linda Medler
About Linda Medler
Linda Medler, age 68, has served as an independent director of Target Hospitality Corp. since 2022 and sits on the Audit and Nominating & Corporate Governance Committees . A retired U.S. Air Force Brigadier General, she led capability and resource integration at U.S. Cyber Command and later served as CISO and Director of IT Security at Raytheon Missile Systems; she is currently Founder, President & CEO of L A Medler & Associates, LLC and, since October 2024, a Principal Advisor to NATSEC . Her education includes a BBA (University of Arkansas at Little Rock), an MS in National Security & Strategic Studies (Naval War College), and an MBA with MIS concentration (University of Arizona) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Cyber Command (DoD) | Director of Capability & Resource Integration | 1987–2014 (Air Force career; retired 2014) | Strategic oversight of cyber capabilities and resourcing |
| Raytheon Missile Systems | Chief Information Security Officer; Director of IT Security; later Cyber Advisor | CISO/Director: Jun 2015–Dec 2017; Advisor until 2018 | Enterprise cybersecurity leadership in defense systems |
| L A Medler & Associates, LLC | Founder, President & CEO | Current | Cyber strategy and operational consulting |
| NATSEC (private equity) | Principal Advisor | Since Oct 2024 | Veteran-owned fund advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PNC Financial Services Group | Director | Current (within last 5 years) | Risk/compliance technology oversight experience |
| Transamerica Insurance (AEGON North America) | Director; Risk Committee Chair | Chair since 2020 | Chairs Risk Committee; serves on risk, compliance, technology, audit, nomination, governance committees |
| CommonSpirit Health (non‑profit) | Director; Audit & Compliance Committee Chair | Current | Chairs Audit & Compliance |
| Arizona Cyber Threat Response Alliance | Director (former) | Former | Cyber threat response collaboration |
| Operation Homefront (non‑profit) | Director (former) | 2015–2023 | Veteran family support governance |
Board Governance
- Committee memberships: Audit; Nominating & Corporate Governance (NCGC) . Committee chairs: Audit—Martin Jimmerson; Compensation—Pamela H. Patenaude; NCGC—Pamela H. Patenaude .
- Independence: The Board affirmatively determined Medler is an “independent director” under Nasdaq rules .
- Board/committee activity (2024): Board 14 meetings (85% attendance); Audit 4 (88%); Compensation 5 (90%); NCGC 3 (89%). Executive sessions regularly held; at least 71% of directors attended the 2024 annual meeting .
- Governance policies: Majority voting policy; prohibition on hedging/pledging; stock ownership guidelines for directors; annual board/committee evaluations .
Fixed Compensation
| Component | Cash Amount | Equity Amount | Notes |
|---|---|---|---|
| 2024 Fees Earned/Paid in Cash (Medler) | $164,289 | — | Includes base and committee retainers |
| 2024 Stock Awards (RSUs) (Medler) | — | $112,206 | 9,965 RSUs; grant date May 23, 2024; grant-date price $11.26; vest earlier of next annual meeting or 12 months; Medler elected deferral |
| 2024 Total (Medler) | — | — | $276,495 |
Director Retainer Structure (non‑executive):
- Base cash retainer increased May 23, 2024: $80,000 through May 22, 2024; $90,000 beginning May 23, 2024 .
- Annual RSU grant: $115,000; Non‑Executive Chair: $150,000 RSUs .
- Committee chair cash retainers: Audit $25,000; Compensation $25,000; NCGC $25,000 .
- Special committee (Mar–Sep 2024): one‑time $20,000 and monthly $10,000; chair: one‑time $30,000 and monthly $15,000 .
Performance Compensation
- Non‑executive director pay is not performance‑conditioned; equity is time‑vested RSUs with optional deferral; no director options or PSUs disclosed for directors .
Other Directorships & Interlocks
| Company | Relationship to TH | Potential Interlock / Conflict |
|---|---|---|
| PNC Financial Services Group | External board role | No TH-related transactions disclosed in proxy |
| Transamerica Insurance (AEGON North America) | External board role | No TH-related transactions disclosed in proxy |
| CommonSpirit Health | External board role | No TH-related transactions disclosed in proxy |
- Related-party oversight: Audit Committee reviews and approves related-party transactions; no pledging by directors; no Medler-specific related party transactions disclosed .
Expertise & Qualifications
- Enterprise risk oversight and cyber risk mitigation; advanced cybersecurity expertise (NACD Certified Director; NACD Leadership Fellow; Certified Technical Expert, Digital Directors Network) .
- Government/public policy experience aligned with TH’s government segment exposure .
- Board/committee leadership across audit, risk, compliance, technology, and governance at external organizations .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Notes |
|---|---|---|---|
| Linda Medler | 46,824 | 0.047% (46,824 / 98,813,130) | Includes right to receive 9,965 shares via RSU settlement within 60 days of record date |
| TH shares outstanding (as of Mar 25, 2025) | 98,813,130 | — | Basis for % calculation |
RSU Status as of Dec 31, 2024:
- Medler outstanding RSUs: 46,824 total; 36,859 vested deferred; 9,965 unvested (2024 grant) .
- Hedging/pledging: Prohibited for directors; no pledges reported for directors .
Governance Assessment
- Strengths: Independent status; deep cyber, risk, and government expertise that aligns with TH’s risk profile and oversight needs; active roles on Audit and NCGC enhance board effectiveness in risk and governance .
- Alignment: Director stock ownership guidelines (with 5‑year compliance window) and RSU deferral support long‑term alignment; hedging/pledging ban reduces misalignment risk .
- Compensation signals: Balanced cash/equity mix; time‑vested RSUs and absence of option repricing improve governance optics; overall director pay structure is consistent with peer practice, with transparent retainer changes .
- Monitoring considerations: TH’s majority ownership by TDR Capital (via Arrow and MFA Global) and non‑independence of the Chair warrant ongoing vigilance to preserve independent oversight; Medler’s independent status mitigates this at the committee level .
- RED FLAGS: None disclosed for Medler regarding related-party transactions, pledging or hedging, or attendance shortfalls; company-wide policies and reported board/committee attendance are robust .