Richard Metzler
About Richard Metzler
Richard M. Metzler, age 72, has served as an independent director of TSS, Inc. (TSSI) since April 2021 and is currently a member of both the Audit Committee and the Compensation Committee, with the Board designating him as an “audit committee financial expert.” His current board term (Class I) runs through the 2027 Annual Meeting. Metzler’s career spans more than 25 years of senior leadership roles across parcel, freight, 3PL, and e-commerce logistics, including executive roles at FedEx Logistics, APL Logistics, DHL, Greatwide Logistics, and uShip. He is Chairman of Diverse Logistics & Distribution and Founder/CEO of Logistics Partners, LLC, and has SPAC leadership experience as CEO of Ocelot Acquisition Corporation I. The Board has affirmatively determined his independence under Nasdaq rules and reported at least 75% meeting attendance for all directors in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lone Star Overnight, LLC | Chief Executive Officer | 2018 – Jan 2022 | Led parcel delivery operations and growth initiatives |
| uShip, Inc. | Chief Marketing Officer | 2013 – 2018 | Led marketing for online shipping marketplace |
| FedEx Logistics | Vice President | Not disclosed | Senior leadership in logistics |
| APL Logistics | Chief Executive Officer | Not disclosed | Executive leadership in global logistics |
| DHL | Executive Vice President | Not disclosed | Senior leadership in global logistics |
| Greatwide Logistics | Chief Commercial Officer | Not disclosed | Commercial leadership in logistics |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Diverse Logistics & Distribution | Chairman | Current | Big/bulky retail home delivery company |
| Logistics Partners, LLC | Founder & CEO | Current | Advisory/operating platform in logistics |
| Ocelot Acquisition Corporation I (SPAC) | Chief Executive Officer | Since Jan 2021 | Public markets/SPAC leadership experience |
| iGPS Logistics (private) | Chairman; Compensation Committee member | Since 2017 | Private company; governance and comp oversight |
Board Governance
- Independence: Board determined Metzler is independent under Nasdaq standards; Audit Committee composed solely of independent directors.
- Committee assignments: Audit Committee (member); Compensation Committee (member). The Board lists all three independent directors (Woodward, Metzler, Fahy) on both committees; Audit Committee chaired by Peter H. Woodward.
- Financial expert: Board designated Metzler (and the other independent directors) as “audit committee financial expert.”
- Tenure/Classification: Class I director with term ending at the 2027 Annual Meeting.
- Attendance and meetings: All directors attended the 2024 Annual Meeting; Board met 4 times; Audit Committee met 3 times; Compensation Committee met 1 time; all directors attended at least 75% of applicable meetings.
Fixed Compensation
- Director fee structure change: Effective October 1, 2024, annual director retainer increased to $40,000; Chair retainers increased to $15,000 (Board Chair), $10,000 (Audit Chair), $5,000 (Compensation Chair). Previously, the director retainer was $22,500 with $12,500/$5,000/$2,500 chair fees, respectively.
| Metric | 2023 | 2024 |
|---|---|---|
| Cash Fees (Metzler) | $40,000 | $30,000 |
| Stock Awards (Metzler) | — | — |
| Option Awards (Metzler) | — | — |
| Pension/Deferred/Other | None disclosed | None disclosed |
Notes:
- Directors are reimbursed for reasonable expenses; no pension, nonqualified deferred comp, or other deferred plans for non-employee directors.
Performance Compensation
| Component | 2024 Status | Performance Metrics |
|---|---|---|
| Equity grants to Metzler | None granted in 2024 (no stock/option awards recorded) | Not applicable (no performance grants disclosed) |
| Director performance metrics | Not disclosed | Not disclosed |
- Plan flexibility: The 2015 Plan and proposed 2025 Omnibus Incentive Plan authorize equity awards (options, RSUs, performance shares/units) at the Compensation Committee’s discretion, but no 2024 director performance equity for Metzler was disclosed.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other current public company boards | None disclosed in the proxy’s five-year directorship disclosure section for Metzler. |
| Private company boards | iGPS Logistics (Chairman; Compensation Committee member). |
| Interlocks/conflicts | None disclosed; Board affirmed independence and absence of material relationships. |
| Related-party oversight | Audit Committee pre-approves related-party transactions >$25,000 and applies a pre-approved process below that threshold. |
Expertise & Qualifications
- Logistics operating leadership (parcel, freight, 3PL, e-commerce) and global M&A experience; private equity/venture/debt financing familiarity.
- Audit committee financial expert designation; complements risk oversight and financial reporting responsibilities.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficially owned shares | 150,000 shares as of April 28, 2025. |
| Ownership % of outstanding | 0.60% (base: 25,020,498 shares outstanding on April 28, 2025). |
| Options outstanding | 0 (exercised prior grant). |
| Recent option activity | Exercised option to purchase 150,000 shares on May 7, 2024; no options currently held post-exercise. |
| Pledged shares | Not disclosed. |
| Ownership guidelines/compliance | Not disclosed. |
Governance Assessment
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Strengths
- Independent director with deep logistics operating background and M&A/financing experience; designated audit committee financial expert.
- Active committee service on Audit and Compensation; Audit Committee independence and financial expertise requirements met.
- Attendance/engagement: Board reported all directors attended at least 75% of Board/committee meetings in 2024 and attended the 2024 annual meeting.
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Watch items / potential investor considerations
- Nominating function handled by independent directors rather than a standing Nominating Committee (cost/efficiency rationale provided), which some governance frameworks view as suboptimal structure.
- Compensation Committee did not engage an external compensation consultant in 2024 (may be reasonable for a micro-cap but limits external benchmarking).
- Board and committee retainers increased materially effective Oct 1, 2024; while aligning with market norms post-Nasdaq uplisting, investors may monitor pay-for-responsibility relative to company performance.
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No red flags disclosed related to: related-party transactions involving Metzler, hedging/pledging, tax gross-ups, or legal/regulatory proceedings. Independence reaffirmed by the Board.