Victor Richey
About Victor L. Richey
Victor L. Richey (age 67) is an independent director of Thermon Group Holdings (THR), serving since December 2023 (1.7 years of service as of the July 28, 2025 annual meeting). He is the former Chairman (2006–2022) and CEO (2002–2022) of ESCO Technologies (NYSE: ESE) and holds a B.A. from Western Kentucky University and an MBA from Washington University. The Board has designated him an Audit Committee financial expert and affirmed his independence under NYSE and SEC rules. He beneficially owns 4,943 THR shares (<1% of outstanding).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ESCO Technologies, Inc. (NYSE: ESE) | Chairman of the Board | 2006–2022 | Led board governance for global engineered products company |
| ESCO Technologies, Inc. (NYSE: ESE) | Chief Executive Officer | 2002–2022 | Drove strategy across aerospace/defense, industrial, utilities, RF shielding/testing markets |
| United States Army | Service member | 1979–1985 | Public service; leadership foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nordson Corporation (NASDAQ: NDSN) | Director | Since 2010 | Committee roles not disclosed in THR proxy |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under NYSE/SEC standards |
| Committee Assignments | Audit (Member; financial expert), Human Capital Management & Compensation (Member), Finance (Member) |
| Committee Chairs | None (Audit Chair: Dalgetty; HCMC Chair: Strzelecki; Finance Chair: George; N&CG Chair: Fix) |
| Attendance | All directors attended ≥75% of Board/committee meetings in FY2025; all directors attended 2024 Annual Meeting |
| Executive Sessions | Regular executive sessions of independent directors after quarterly Board meetings; independent Chairman (John Clarke) |
| Board Composition | 6 of 7 directors independent; all four standing committees fully independent in FY2025 |
Fixed Compensation (Director; Fiscal 2025)
| Component | Amount |
|---|---|
| Annual Board Cash Retainer | $70,000 |
| Committee Membership Fees | $0 (no member fees; only chairs receive $20,000) |
| Committee Chair Fees | N/A (not a chair) |
| Independent Chair Fee | N/A |
| Meeting Fees | $0 (none paid) |
| Total Cash (FY2025) | $70,000 |
Notes:
- Retainers paid quarterly; no meeting fees in FY2025.
Performance Compensation (Equity; Director Program Mechanics)
| Grant Date | Shares (per then-serving non-exec director) | Fair Value per Award | Per-Share Closing Price | Vesting |
|---|---|---|---|---|
| Apr 1, 2024 | 722 | $23,750 | $32.88 | 100% vested at grant |
| Jul 1, 2024 | 798 | $23,750 | $29.74 | 100% vested at grant |
| Oct 1, 2024 | 805 | $23,750 | $29.49 | 100% vested at grant |
| Jan 1, 2025 | 825 | $23,750 | $28.77 | 100% vested at grant |
| Total FY2025 Stock Awards (Richey) | — | $94,947 | — | — |
Additional details:
- Annual equity retainer target $95,000, granted in four equal, fully vested installments.
- No stock options or performance-conditioned equity for non-executive directors disclosed.
Compensation mix (FY2025, calculated): Cash $70,000 (~42%) and equity $94,947 (~58%) of $164,947 total; derived from reported figures.
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public boards | Nordson Corporation (Director since 2010) |
| Interlocks (Compensation Committee) | No interlocks; HCMC Committee members (including Richey) were not employees/officers; no reciprocal executive/director overlaps disclosed. |
| Related-party transactions | None disclosed requiring review; Board found no disqualifying relationships for independent directors. |
Expertise & Qualifications
- Former public-company Chairman and CEO (20 years as CEO, 16 years as Chairman) at ESCO Technologies.
- Audit Committee financial expert by Board designation.
- Deep industrial manufacturing, international business, and capital allocation experience across diversified end-markets.
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership | 4,943 shares |
| % of shares outstanding | <1% (based on 33,243,095 shares outstanding as of record date) |
| Director stock ownership guideline | 4x annual cash retainer ($280,000) to be met within 5 years of election/appointment |
| Compliance status | Company disclosed all non-exec directors either met the guideline or are within the initial 5-year period as of record date |
| Hedging/Pledging | Prohibited for directors; annual certification required |
| Pledged shares | None disclosed |
Governance Assessment
-
Strengths
- Independent director serving on three key committees (Audit, HCMC, Finance) with Audit Committee financial expert designation, bolstering oversight of financial reporting, compensation risk, and capital allocation.
- No related-party transactions or disqualifying relationships disclosed for independent directors; fully independent committees.
- Robust director ownership guideline (4x cash retainer) and no hedging/pledging policy; all non-exec directors met or are within compliance window.
- High shareholder support context: Say-on-Pay approval ~97% at 2024 annual meeting, signaling investor alignment on compensation governance.
-
Watch items
- Beneficial ownership is modest in absolute share count (<1% by nature of THR’s float), though directors are subject to a stringent ownership guideline and equity retainers; ongoing monitoring of progress to guideline is prudent.
- External board service (Nordson) adds commitments; however, THR reported ≥75% attendance for all directors in FY2025 and no overboarding concerns were disclosed.
-
Overall signal: Richey’s long-tenured public-company CEO/Chair background, Audit financial expertise, and clean independence profile support board effectiveness and investor confidence; no conflicts or red flags disclosed in the latest proxy.