John Clarke
About John Clarke
Independent Chairman of the Board at Thermon Group Holdings, Inc. since November 2023; director since July 2019 (6 years of service as of the 2025 meeting), age 72. Clarke is a partner and advisory board member at Turnbridge Capital (since 2011), former CEO and executive chair of NATCO Group (2004–2009), and held CFO/senior executive roles across Transco Energy, The Houston Exploration Company, Cabot Oil & Gas, and Dynegy; he was also a Managing Director at Simmons & Company (1996–1997). He holds a B.A. in Economics (University of Texas) and an MBA (Southern Methodist University).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NATCO Group, Inc. | Chief Executive Officer and Executive Chairperson | 2004–2009 | Led a publicly traded oilfield equipment manufacturer and services provider |
| Simmons & Company | Managing Director | 1996–1997 | Investment banking leadership |
| Transco Energy Company; The Houston Exploration Company; Cabot Oil & Gas Corp.; Dynegy Inc. | Chief Financial Officer or senior executive | Two decades beginning in the mid-1970s | Financial leadership across energy companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Turnbridge Capital, LLC | Partner and Advisory Board member | Since 2011 | Private equity focused on energy services, equipment, and infrastructure |
| Glori Energy, Inc. | Director | 2011–2015 | Prior public company board service |
| Tesco Corporation | Director | 2011–2013 | Prior public company board service |
| Penn Virginia Corporation | Director | 2009–2016 | Prior public company board service |
Board Governance
- Role and independence: Independent Chairman since November 2023; Board determined Clarke is independent under NYSE and SEC rules .
- Executive sessions: Independent directors meet regularly (generally after each quarterly Board meeting), chaired by the Chairman .
- Attendance: The Board met seven times in Fiscal 2025; each director attended/participated in at least 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Committee assignments (FY25): Clarke is not listed on Audit, HCMC, Finance, or N&CG; all standing committees comprised solely of independent directors .
| Committee | FY25 Membership |
|---|---|
| Audit | — (Clarke not a member) |
| Human Capital Management & Compensation (HCMC) | — (Clarke not a member) |
| Finance | — (Clarke not a member) |
| Nominating & Corporate Governance (N&CG) | — (Clarke not a member) |
- Governance practices: Anti-hedging and anti-pledging policies; robust director stock ownership guidelines; proxy access; required director resignation in uncontested elections with more withholds than for; annual Say-on-Pay; clawback policy .
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $70,000 | Paid quarterly; no meeting fees |
| Independent Chair retainer | $52,500 | Paid quarterly |
| Committee chair fees | $0 | $20,000 applies only if chair; Clarke not a committee chair |
| Meeting fees | $0 | No attendance fees in FY2025 |
| Equity retainer (target) | $95,000 | Granted in four installments; 100% vested at grant |
| Stock awards realized value | $94,947 | Reported stock awards in FY2025 director comp table |
| Total FY2025 Director Compensation (Clarke) | $217,447 | Cash $122,500; Stock awards $94,947 |
Stock award grant detail:
| Grant Date | Shares | Price per Share | Grant Value |
|---|---|---|---|
| Apr 1, 2024 | 722 | $32.88 | $23,750 |
| Jul 1, 2024 | 798 | $29.74 (close on Jun 28, 2024) | $23,750 |
| Oct 1, 2024 | 805 | $29.49 (close on Sep 30, 2024) | $23,750 |
| Jan 1, 2025 | 825 | $28.77 (close on Dec 31, 2024) | $23,750 |
- Vesting: Each director equity award was 100% vested on grant date .
- Ownership guidelines (non-exec directors): 4× annual cash retainer (= $280,000 in FY2025); must meet within 5 years; all non-exec directors met or are within initial period .
Performance Compensation
| Item | Detail |
|---|---|
| Performance metrics tied to director pay | None disclosed; director equity awards are time-based RSUs that are 100% vested at grant; no PSUs/options for directors in FY2025 |
| Clawback applicability | Company maintains a clawback policy for incentive compensation (Dodd-Frank and listing rules compliant) |
Other Directorships & Interlocks
| Company | Role | Tenure | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Glori Energy, Inc. | Director | 2011–2015 | Prior role; no related-party transactions disclosed with Thermon |
| Tesco Corporation | Director | 2011–2013 | Prior role; no related-party transactions disclosed with Thermon |
| Penn Virginia Corporation | Director | 2009–2016 | Prior role; no related-party transactions disclosed with Thermon |
| Turnbridge Capital | Partner/advisory board | Since 2011 | Private equity focuses on energy services/equipment; Board’s independence review found no disqualifying relationships; certain directors have relationships with entities that may do business with Thermon, but independence affirmed |
Expertise & Qualifications
- Senior leadership and financial expertise: Former CEO and executive chair; multi-company CFO/senior executive background; Managing Director experience in energy investment banking .
- Industry experience: Extensive energy sector exposure across services, equipment, and infrastructure .
- Board leadership: Independent Chairman of Thermon; public company board experience at multiple issuers .
- Education: B.A. in Economics (UT Austin); MBA (SMU) .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned | 38,461 |
| Ownership as % of outstanding | Less than 1% |
| Shares outstanding at Record Date | 33,243,095 |
| Hedging/pledging | Prohibited by insider trading policy; annual confirmations required |
| Director ownership guideline | 4× cash retainer (= $280,000) |
| Compliance status | All non-exec directors met guideline or are within initial 5-year period |
Governance Assessment
- Board effectiveness: Clarke provides independent leadership separating Chair and CEO roles; chairs regular executive sessions of independent directors, supporting oversight and accountability .
- Independence and conflicts: Independence affirmed; Board notes some directors have relationships with entities that may do business with Thermon, but no material/disqualifying relationships and no related-person transactions disclosed for directors in FY2025 .
- Engagement and attendance: Board met 7 times; each director met the ≥75% attendance threshold; all directors attended the 2024 annual meeting—positive signal for engagement .
- Compensation alignment: Director pay mix includes cash ($122,500 for Clarke, including Chair retainer) and fully-vested equity retainer ($94,947), with robust stock ownership guidelines (4× cash retainer) and anti-hedging/anti-pledging policies—supports alignment but equity vesting at grant reduces retention/incentive duration .
- Clawback and shareholder support: Company maintains clawback; Say-on-Pay approved at ~97% in 2024—indicates strong investor support for pay practices; not directly about director pay but signals broader governance alignment .
- Succession and refresh: Mandatory retirement at age 75 or 15 years of service supports refresh; Clarke at 72 suggests potential board transition planning in medium term .
RED FLAGS: None disclosed relating to hedging/pledging, related-party transactions, or attendance. Equity awards to directors are fully vested at grant, which may reduce long-term incentive alignment relative to multi-year vesting; mitigated by ownership guidelines and Clarke’s beneficial holdings .