Peter Woodward
About Peter H. Woodward
Peter H. Woodward (age 52) is an independent director of TSS, Inc., serving on the Board since January 3, 2012 and as non‑executive Chairman since March 2012. He is Founder and President of MHW Capital Management, focused on concentrated micro‑cap technology turnarounds; prior roles include Managing Director at Regan Fund Management. He holds a BA in Economics from Colgate University, an MA in International Economics from Columbia University, and is a CFA charterholder . His current board term is Class III, ending at the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cartesian, Inc. | Chief Executive Officer and Director | Prior role (dates not specified) | Leadership and governance oversight |
| Hampshire Group, Limited | Chairman of the Board | Prior role | Board leadership |
| News Edge Corp. | Director | Prior role | Board service |
| Zomax, Inc. | Director | Prior role | Board service |
| Innodata‑Isogen, Inc. | Director | Prior role | Board service |
| Regan Fund Management Ltd. | Managing Director | Prior to 2005 | Active equity investments, revitalization of business plans |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Precision Optics Corporation | Chairman of the Board | Current | Board leadership |
| Innovative Power, LLC | Chief Executive Officer | Current | Executive leadership |
| MHW Capital Management | Founder & President | Since 2005 | Concentrated micro‑cap technology turnarounds |
Board Governance
- Structure: Independent, non‑executive Chairman of the Board; CEO role separate .
- Independence: Board determined Woodward is independent under Nasdaq rules; independence considered despite significant share ownership .
- Committees: Audit Committee (Chair); Compensation Committee (member); no standing Nominating Committee—independent directors fulfill nominating duties .
- Financial Expertise: Board determined all Audit Committee members, including Woodward, are “audit committee financial experts” .
- Attendance: All directors attended the 2024 annual meeting; all directors attended at least 75% of Board/committee meetings in 2024 (Board met 4x; Audit 3x; Compensation 1x) .
- Classification and Term: Class III director; term ends at the 2026 annual meeting .
Fixed Compensation
| Component | Amount | Effective Date / Notes |
|---|---|---|
| Annual Board Retainer (non‑employee director) | $40,000 | Increased from $22,500 effective Oct 1, 2024 |
| Additional Retainer – Chairman of the Board | $15,000 | Increased from $12,500 effective Oct 1, 2024 |
| Additional Retainer – Audit Chair | $10,000 | Increased from $5,000 effective Oct 1, 2024 |
| Additional Retainer – Compensation Chair | $5,000 | Increased from $2,500 effective Oct 1, 2024 |
| 2024 Director Cash Fees (Woodward) | $46,250 | Fees earned in 2024; no stock or option awards in 2024 |
Notes:
- TSS reimburses reasonable travel and related expenses; no director pension or deferred comp plans .
Performance Compensation
| Grant Date | Award Type | Shares/Units | Vesting Schedule | Status at 12/31/2024 |
|---|---|---|---|---|
| April 2017 | Stock Options | 200,000 | Vested on first anniversary | Outstanding |
No director stock awards or option awards were granted to Woodward in 2024 .
Other Directorships & Interlocks
| Company | Role | Public/Private | Overlap/Notes |
|---|---|---|---|
| Precision Optics Corporation | Chairman | Not specified | Current external board leadership |
| Innovative Power, LLC | CEO | Not specified | Current executive role |
| Cartesian, Inc. | CEO & Director | Not specified | Former role |
| Hampshire Group, Limited | Chairman | Not specified | Former role |
| News Edge Corp.; Zomax, Inc.; Innodata‑Isogen, Inc. | Director | Not specified | Former roles |
Expertise & Qualifications
- Capital markets and micro‑cap turnaround specialist; deep technology sector exposure via investment focus .
- Audit committee financial expert designation; governance and financial acumen suitable for Audit Chair responsibilities .
- Advanced academic training (Columbia University MA; Colgate BA) and CFA credential .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Outstanding | Sole Voting/Dispositive Power | Shared Voting/Dispositive Power | Options Exercisable within 60 Days |
|---|---|---|---|---|---|
| Peter H. Woodward | 2,638,156 | 10.46% | 215,574 | 2,422,582 | 200,000 |
| MHW Capital Management, LLC and affiliates (aggregate disclosed) | 2,638,156 | 10.46% | — | Various shared powers per entities | — |
Additional details:
- Ownership includes interests via MHW Partners, L.P. and MHW SPV II, LLC; Woodward disclaims beneficial ownership beyond pecuniary interest .
- Shares outstanding used for calculation: 25,020,498 as of April 28, 2025 .
Governance Assessment
Strengths and investor‑confidence signals:
- Independent Chairman and Audit Chair structure supports oversight and mitigates CEO dominance; Audit Committee comprised solely of independent directors and designated financial experts .
- High engagement: Board/committee meetings conducted with directors meeting ≥75% attendance; all directors attended 2024 annual meeting .
- Robust committee mandates: Audit pre‑approves related‑party transactions (> $25k) and has oversight of risk and external auditor independence; Compensation Committee governs executive/director pay and administers equity plans .
- Shareholder‑friendly plan terms: Explicit prohibition on option/SAR repricing without shareholder approval; clawback policy coverage for awards; change‑in‑control acceleration clearly disclosed .
Risk indicators and potential red flags:
- Ownership concentration: Woodward and MHW affiliates beneficially own ~10.46% of TSS; Board explicitly considered ownership in independence determination. While deemed independent under Nasdaq rules, concentrated ownership can create perception risks regarding influence and related‑party sensitivities .
- Multiple external commitments: Concurrent roles (Precision Optics Chairman; Innovative Power CEO) may present time‑commitment considerations; the Board notes his expertise benefits TSS, but workload is a monitoring point for board effectiveness .
Related‑Party Exposure and Policies
- Audit Committee reviews and approves related‑party transactions >$25,000 and follows a pre‑approval process for contracts < $25,000; no specific related‑party transactions involving Woodward are described in the governance and compensation sections of the 2025 DEF 14A .
Insider Trades and Policies
| Item | Date | Notes |
|---|---|---|
| Form 4 filed by Peter H. Woodward | Dec 17, 2024 | Beneficial ownership disclosure referenced in proxy footnote |
| Insider Trading Policy | Filed as Exhibit 19.1 to 2024 10‑K | Company‑wide policy governing securities transactions |
Director Compensation Structure Notes
- Mix: Predominantly cash retainers; equity awards for non‑employee directors are discretionary (option history for Woodward in 2017; none in 2024) .
- Committee chair fees increased Oct 1, 2024, supporting recognition of oversight responsibilities (Chairman of Board; Audit Chair) .
Governance Quality Summary
- Woodward’s profile aligns with strong board oversight: independent chairmanship, audit leadership, financial expert status, and material skin‑in‑the‑game ownership. These factors generally support board effectiveness and investor alignment .
- Monitoring priorities: Ensure continued independence in practice given ownership concentration; track attendance and engagement as external commitments evolve; maintain strict related‑party controls through Audit Committee pre‑approval processes .