Thomas T. Dinkel
About Thomas T. Dinkel
Independent director since 1989 (age 74), Audit Committee Chair. Licensed professional engineer (Indiana, Illinois, Florida) with a B.S. from Rose-Hulman Institute of Technology; longtime executive/owner across Sycamore Engineering-affiliated entities. Current THFF roles include Audit Committee Chair, Cybersecurity and Loan Review Committees (Corp.), and CRA and Loan Committees (Bank) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sycamore Engineering, Inc.; Dinkel Associates Inc.; Sycamore Building Corporation; Dinkel Telekom, Inc. | Chairman of the Board; former President & CEO; various positions since 1966 | Since 1966 | Engineering/contracting background; facilities and maintenance expertise |
| Rose-Hulman Institute of Technology | Board of Trustees Treasurer; Chair of business administration (finance) and facilities committees | Not disclosed | Investment management (endowment), executive board of affairs, student affairs committees |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Rose-Hulman Institute of Technology | Treasurer; Trustee | Non-profit/Academic | Chairs finance and facilities; serves on endowment, executive affairs, student affairs |
| Sycamore Engineering; related entities | Chairman; former President & CEO | Private | Mechanical/electrical systems focus; licensed PE across multiple states |
Board Governance
- Committee assignments: Audit Committee (Chair), Cybersecurity Committee, Loan Review Committee (Corp.); Bank CRA and Loan Committees .
- Independence: Board determined Audit Committee members (including Dinkel) are independent under SEC Rule 10A-3 and NASDAQ rules; Audit Committee members financially sophisticated .
- Audit Committee activity: Met 4 times in 2024; issued Audit Committee Report recommending inclusion of audited financials in 2024 Form 10-K .
- Board meetings and attendance: Board met 17 times in 2024; each director attended more than 75% of aggregate board and committee meetings; all directors attended 2024 Annual Meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Corporate annual retainer (non-employee director) | $40,000 | 2024 structure |
| Bank annual retainer (non-employee director) | $5,000 | 2024 structure |
| Board meeting fee (Corp. and Bank) | $750 per meeting | 2024 structure |
| Committee meeting fees | Audit: $1,000; Compensation: $1,000; Governance: $1,000; Bank Loan: $500 | 2024 structure |
| 2024 cash compensation (Dinkel) | $86,000 | Fees earned or paid in cash, total equals cash-only |
| Legacy Directors’ Deferred Compensation Plan payout (Dinkel) | $54,000 | Closed to new participants since 2011; 2024 payments to those ≥65 |
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Equity grants (RSUs/PSUs) | None disclosed | Director compensation table shows cash-only; no equity column for directors |
| Options | None disclosed | Not referenced in director compensation |
| Performance metrics tied to director pay | None disclosed | Director pay structure is retainers and meeting fees |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | Proxy does not list other public boards for Dinkel |
| Private companies (Sycamore group) | Private | Chairman; former President & CEO | Potential customer/vendor relationships typical of local markets; no related-party transactions with Dinkel disclosed |
| Rose-Hulman Institute of Technology | Non-profit/Academic | Treasurer; Trustee | Governance/finance expertise; non-commercial interlock |
Expertise & Qualifications
- Licensed professional engineer with mechanical/electrical systems specialization; small-business owner/entrepreneur with facilities expertise .
- Finance/governance leadership via Audit Committee Chair; cybersecurity oversight experience .
- Education: B.S., Rose-Hulman Institute of Technology .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (Dinkel) | 17,262 |
| Shares outstanding (as of Feb 28, 2025) | 11,853,489 |
| Ownership as % of shares outstanding | <1% (per proxy footnote) |
| Director stock ownership guideline | 3x annual corporate retainer; compliance required within 5 years; disposal restrictions until met |
| Guideline compliance (Dinkel) | Met (all non-employee directors except Ms. Jensen) |
Governance Assessment
- Strengths: Independent Audit Chair with active oversight (4 meetings; formal independence reviews of external auditor; internal control and audit plan oversight), plus direct cybersecurity committee involvement—positive for risk management and financial reporting integrity .
- Alignment: Cash compensation is modest; no performance-linked equity; meets stock ownership guideline; holds 17,262 shares—supports shareholder alignment within a conservative director pay framework .
- Attendance/engagement: Board met 17 times; all directors >75% attendance; Dinkel participates across risk/loan/cyber committees—indicates meaningful engagement .
- Potential conflict monitoring: General related-party framework in place; loans to directors/associates occurred under ordinary-course terms with comparable conditions; no specific related-party transactions involving Dinkel disclosed. Continued vigilance warranted given his private-company leadership and participation on loan-related committees, mitigated by committee oversight and policy controls .
- Tenure risk: Long tenure (since 1989) may raise entrenchment concerns for some investors; partially offset by independence, active chair role, and ongoing board refreshment emphasis highlighted by the Governance & Nominating Committee .