Michael Fahy
About Michael Fahy
Michael Fahy (age 50) was appointed as a Class II independent director of TSS, Inc. on October 2, 2024; he serves on the Audit Committee and the Compensation Committee. He is CEO and President of Neovia Logistics (since October 2023), previously held executive roles at DB Schenker Americas (EVP Contract Logistics; Regional CEO, November 2020–October 2023), and led the Technology Sector at Syncreon (1996–2017). He holds a B.S. in Manufacturing Engineering from Technological University Dublin; the Board cites his operational leadership, technology-sector experience, and “significant business dealings with our largest customer.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DB Schenker Americas | EVP Contract Logistics; Regional CEO | Nov 2020–Oct 2023 | Led regional operations and logistics execution |
| Syncreon | Multiple roles culminating in President, Technology Sector | 1996–2017 | Technology-sector leadership; scaled operations |
| Simon Group Holdings (SGH) | Multiple leadership roles; CEO of three SGH start-up technology platforms | Since 2018 | Early-stage platform leadership; technology commercialization |
External Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| Neovia Logistics | Chief Executive Officer and President | Since Oct 2023 | Directs ~100 sites across 18 countries spanning automotive, industrial, aerospace, consumer retail, technology |
| Simon Group Holdings (SGH) | CEO roles at SGH tech platform companies | Since 2018 | Start-up technology platforms; executive leadership |
Board Governance
- Classification and term: Class II director; nominated in 2025 proxy to serve until the 2028 Annual Meeting (three-year term); Board is three classes (Class I: Metzler; Class II: Fahy and Dewan; Class III: Woodward) .
- Independence and “financial expert”: Board determined Fahy is independent under Nasdaq rules; Audit Committee comprises only independent directors; Board determined Fahy is an “audit committee financial expert” (Item 407 Reg S-K) .
- Committees: Audit Committee member; Compensation Committee member; Audit Committee chaired by Peter H. Woodward .
- Attendance: In 2024, Board met 4 times; Audit met 3; Compensation met 1; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Nominating: No standing Nominating Committee; independent directors (Woodward, Metzler, Fahy) perform nominating functions .
- Board leadership: Independent, non-executive Chairman structure (Peter H. Woodward) .
Shareholder voting outcomes (June 4, 2025, Item 5.07 8-K):
| Item | For | Withheld/Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Michael Fahy (Class II) | 6,910,739 | 141,511 | — | 9,353,685 |
| Elect Darryll Dewan (Class II) | 6,700,735 | 351,515 | — | 9,353,685 |
| Say-on-Pay (advisory) | 6,255,161 | 304,907 | 492,182 | 9,353,685 |
| Say-on-Pay frequency | 4,490,506 (3 yrs) | 327,812 (2 yrs) | 1,928,491 (1 yr) | 305,441 |
| Approve 2025 Omnibus Plan | 5,813,906 | 892,958 | 345,386 | 9,353,685 |
Fixed Compensation
Director compensation structure (non-employee directors):
| Element | Through Sep 30, 2024 | Effective Oct 1, 2024 |
|---|---|---|
| Annual Board Retainer (cash) | $22,500 | $40,000 |
| Chair, Board | $12,500 | $15,000 |
| Chair, Audit | $5,000 | $10,000 |
| Chair, Compensation | $2,500 | $5,000 |
| Meeting fees | Not disclosed; reasonable expense reimbursement | Not disclosed; reasonable expense reimbursement |
Michael Fahy – FY2024 director compensation:
| Component | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $10,000 |
| Stock awards (RSUs/PSUs) | — |
| Option awards (grant-date fair value) | $87,800 |
| All other compensation | — |
| Total | $97,800 |
Performance Compensation
Equity awards and terms:
| Award Type | Grant Date | Shares/Units | Vesting Schedule | Exercisability/Status | Grant-Date Fair Value |
|---|---|---|---|---|---|
| Stock Options | Oct 11, 2024 | 20,000 | 1/3 on each of first three anniversaries | None exercisable at Dec 31, 2024 | $87,800 |
Plan features affecting director awards:
- Change-in-control: Options become fully exercisable; restrictions on restricted stock lapse; performance awards deemed fully earned; vesting accelerated at effective date of change in control .
- Award types available under Omnibus Plan: options, restricted stock, performance shares/units, RSUs; Compensation Committee may set performance goals; awards can be granted to non-employee directors .
No performance metrics were disclosed for director compensation grants in 2024; performance criteria were noted for certain executive restricted stock (NEOs), not for directors .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Fahy in past five years (proxy biography lists roles but no public board seats) .
- Interlocks/potential overlaps: Proxy notes Fahy “has also had significant business dealings with our largest customer,” implying industry connectivity; Audit Committee oversees related-party transactions per charter and pre-approval thresholds .
Expertise & Qualifications
- Manufacturing engineering degree; extensive global logistics and supply chain leadership (Neovia, DB Schenker, Syncreon) .
- Audit Committee financial expert designation under SEC Item 407 Reg S-K .
- Technology sector experience and operational execution credentials; Board cites sector-specific value .
Equity Ownership
Security ownership (as of April 28, 2025):
| Holder | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Michael Fahy | — | — |
Options and equity status:
| Instrument | Exercisable | Unexercisable | Notes |
|---|---|---|---|
| Stock Options (20,000 shares) | 0 | 20,000 | 1/3 vest on each of the first three anniversaries of Oct 11, 2024 grant; none exercisable at 12/31/2024 |
No pledging/hedging or ownership guideline disclosures specific to directors were identified in the proxy; Audit Committee pre-approves related-party transactions >$25,000 .
Governance Assessment
- Independence and committee effectiveness: Fahy is independent under Nasdaq rules and serves on Audit and Compensation Committees; Board designated him an audit committee financial expert, strengthening financial oversight .
- Attendance and engagement: All directors (including Fahy) attended at least 75% of Board/committee meetings in 2024; all directors attended the 2024 Annual Meeting, indicating baseline engagement .
- Shareholder support: Strong vote to elect Fahy (6,910,739 for vs 141,511 withheld) and solid say-on-pay support (6,255,161 for), supporting board’s governance stance .
- Compensation alignment: 2024 compensation for Fahy was mostly equity-based (options $87.8k) with modest cash fees ($10k), aligning incentives to long-term value; change-in-control acceleration exists across plan awards, typical for micro-cap structures but to be monitored .
- Potential conflicts and monitoring:
- Significant business dealings with TSS’s largest customer noted in biography—while framed as experience, it warrants ongoing Audit Committee oversight for any transactions implicating independence or related-party thresholds. No related-party transactions involving Fahy are disclosed in the proxy .
- No beneficial ownership disclosed for Fahy as of April 28, 2025—skin-in-the-game appears limited; options outstanding may improve alignment over time once vesting/exercisable .
RED FLAGS
- No disclosed beneficial ownership of common stock as of April 28, 2025 (— shares, —%)—monitor ownership accumulation over time for alignment .
- Biography notes “significant business dealings with our largest customer”—requires vigilance for any related-party exposure; Audit Committee pre-approval process in place .
Positive Signals
- Independent non-executive Chair governance model; all Audit Committee members independent and designated “financial experts” .
- Strong shareholder backing for director election and compensation proposals in 2025 .
- Active service on both Audit and Compensation Committees; attendance ≥75% .