Marcus George
About Marcus George
Marcus George (age 55) has served as an independent director of Thermon Group Holdings, Inc. since April 2010 (≈15.3 years of service as of the July 28, 2025 annual meeting). He is a private equity investor focused on industrial businesses, and the Board has designated him an “audit committee financial expert.” He holds a B.B.A. from the University of Notre Dame and an M.B.A. from the University of Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Onward Capital LLC | Co‑founder and Partner | 2015–Present | Private equity investor in lower middle market industrials |
| CHS Capital LLC | Partner | 2007–Mar 2015 | Former private equity sponsor of Thermon; industrial PE investing |
| Heller Financial, Inc. | Corporate Finance Group | 1993–1997 (approx.) | Credit/finance experience overseeing financial statements |
| KPMG | Associate | 1991–1993 | Early audit/accounting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Onward Capital LLC | Co‑founder and Partner | 2015–Present | Active industrial PE platform |
| GSE Holdings, Inc. (NYSE: GSE) | Director | Jun 2011–Aug 2014 | Global engineered geosynthetic solutions |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board affirmatively determined George is independent under NYSE and SEC rules |
| Committees | Audit (Member); Human Capital Management & Compensation/HCMC (Member); Finance (Chair) |
| Audit Financial Expert | Board determined George qualifies as an “audit committee financial expert” (Reg S‑K Item 407(d)(5)(ii)) |
| Meeting Attendance | Board met 7 times in FY2025; each director attended ≥75% of aggregate Board/committee meetings; all directors attended 2024 AGM |
| Committee Meetings (FY2025) | Audit: 5; HCMC: 4; Finance: 5; N&CG: 4 |
| Board Leadership | Independent Chairman (John Clarke) and regular executive sessions of independent directors |
| Tenure/Retirement Policy | Mandatory retirement age 75 or max tenure 15 years for non‑executive directors (must tender resignation at threshold; Board may make case‑by‑case exceptions). George’s service is ~15.3 years as of 2025—an exception signal to monitor . |
Fixed Compensation
Director program structure (FY2025):
| Retainer Type | Cash ($) | Equity ($) |
|---|---|---|
| Board Member | 70,000 | 95,000 (in four quarterly grants; 100% vested at grant) |
| Committee Chair (Audit, Finance, HCMC, N&CG) | 20,000 | — |
| Independent Chairperson | 52,500 | — |
| Meeting Fees | None; no additional attendance fees paid | — |
Marcus George – FY2025 actual director pay:
| Component | Amount ($) |
|---|---|
| Fees Earned/Paid in Cash | 90,000 (Board retainer + Finance Chair) |
| Stock Awards (grant-date value) | 94,947 |
| Total | 184,947 |
Quarterly equity grant detail (FY2025 non‑executive directors; grants 100% vested at grant):
| Grant Date | Shares | Closing Price ($/sh) | Grant Value per Installment ($) |
|---|---|---|---|
| Apr 1, 2024 | 722 | 32.88 | 23,750 |
| Jul 1, 2024 | 798 | 29.74 | 23,750 |
| Oct 1, 2024 | 805 | 29.49 | 23,750 |
| Jan 1, 2025 | 825 | 28.77 | 23,750 |
Stock Ownership Guidelines (Directors):
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Requirement: 4x annual cash retainer ($280,000) to be met within 5 years; all non‑exec directors met or are within the initial period .
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Anti‑hedging/pledging: Directors prohibited from hedging or pledging, and must confirm annually .
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Non‑qualified deferred compensation plan available for directors to elect deferrals .
Performance Compensation
Thermon does not use performance‑based metrics for director compensation; equity grants are time‑vested (and in FY2025 were fully vested at grant), with no meeting fees or performance cash components .
| Metric | Applies to Director Pay? | Notes |
|---|---|---|
| Revenue, EBITDA, ROIC, TSR | No | Performance metrics apply to executive NEO programs, not director compensation – |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| CHS Capital LLC (former sponsor) | George was Partner until Mar 2015 | Prior sponsor affiliation noted; Board determined independence; no related‑party transactions requiring approval disclosed |
| Onward Capital LLC | George is Co‑founder/Partner | Industrial deal flow could overlap with Thermon ecosystem; Company’s related‑party policy and Audit Committee oversight in place; no material related‑party transactions disclosed |
Expertise & Qualifications
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Private equity investing and capital markets expertise in industrial products; oversight of financial statements across private equity investments .
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Audit committee financial expert designation; financially literate under NYSE standards .
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Education: B.B.A. (Notre Dame), M.B.A. (University of Chicago) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Record Date: Jun 6, 2025) | 49,530 shares; includes 50 shares owned by minor children (disclaimed except for pecuniary interest) |
| Shares outstanding (Record Date) | 33,243,095 |
| Ownership as % of outstanding | ≈0.15% (49,530 ÷ 33,243,095) |
| Vested vs. unvested | Director grants were 100% vested at grant in FY2025 |
| Shares pledged | Prohibited by policy; annual confirmations required |
| Ownership guideline compliance | Company states all non‑exec directors met or are within the initial 5‑year period |
Insider transactions (Form 4) – awards consistent with quarterly director grants:
| Transaction Date | Type | Shares Awarded | Price ($/sh) | Post‑Transaction Ownership |
|---|---|---|---|---|
| 2025‑10‑01 | A (Award) | 1,008 | 27.28 | 51,368 |
| 2025‑07‑01 | A (Award) | 830 | 28.61 | 50,360 |
| 2025‑04‑01 | A (Award) | 843 | 28.14 | 49,530 |
| 2025‑01‑01 | A (Award) | 825 | 28.77 | 48,687 |
| 2024‑10‑01 | A (Award) | 805 | 29.49 | 47,862 |
| 2024‑07‑01 | A (Award) | 798 | 29.74 | 47,057 |
| 2024‑04‑01 | A (Award) | 722 | 32.88 | 46,259 |
| 2024‑01‑01 | A (Award) | 729 | 32.57 | 45,537 |
| 2023‑10‑01 | A (Award) | 864 | 27.47 | 44,808 |
| 2023‑07‑01 | A (Award) | 892 | 26.60 | 43,944 |
| 2023‑04‑01 | A (Award) | 953 | 24.92 | 43,052 |
| 2023‑01‑01 | A (Award) | 1,182 | 20.08 | 42,099 |
Governance Assessment
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Strengths: Independent director; Finance Committee Chair with capital allocation and transaction oversight responsibilities; Audit Committee member with “financial expert” designation; regular executive sessions and independent chair structure support effective oversight .
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Alignment: Director equity is granted quarterly (fully vested) and robust stock ownership guidelines (4x cash retainer) with company‑stated compliance; anti‑hedging/pledging policy further supports alignment. George’s beneficial ownership stands at 49,530 shares as of the Record Date .
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Engagement: Board and committees met frequently; directors met attendance thresholds and attended the 2024 annual meeting; HCMC committee independence and use of Mercer as independent comp consultant (including for director compensation) add process quality .
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Potential conflicts: Historical affiliation with CHS (former sponsor) and current private equity role at Onward Capital could create potential interlocks; however, the Board reaffirmed independence and disclosed no related‑party transactions requiring approval in FY2025 .
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Say‑on‑Pay signal: 2024 Say‑on‑Pay approval ≈97%, reflecting broad shareholder support for compensation governance (indicative of overall governance health) .
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RED FLAGS to monitor: Tenure exceeds the Board’s 15‑year maximum for non‑executive directors under refreshment policy (requires resignation offer; Board may grant exceptions). Continued exceptions without clear rationale could be viewed as entrenchment risk over time .