Vivek Mohindra
About Vivek Mohindra
Vivek Mohindra, age 57, was appointed as an independent Class III director of TSS, Inc. on November 11, 2025, with his term expiring at the 2026 Annual Meeting of Stockholders . He currently serves as Special Advisor to the Vice Chair & COO of Dell Technologies (since June 2025) and previously held senior strategy and client solutions roles at Dell (from May 2020) . Mohindra holds a B.E. in Chemical Engineering (IIT Roorkee) and concurrent MBA and Ph.D. degrees in Chemical Engineering from MIT; he resides in Austin, Texas .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dell Technologies | Special Advisor to Vice Chair & COO | Jun 2025–present | Advises on growth and AI-led modernization |
| Dell Technologies | SVP & Chief Strategy Officer; SVP, Client Solutions Group (aaS, thin client) | May 2020–2025 | Led value-creation, go-to-market transformation |
| New Science Ventures | General Partner (technology investments) | 2013–2020 | Led tech investing; oversight of portfolio strategy |
| TPG Capital | Operating Group Partner | 2010–2013 | Worked with portfolio companies on strategy, growth, operations; assisted deal diligence |
| Freescale Semiconductor | SVP Strategy & Business Transformation | 2008–2011 | Portfolio strategy and operations; IPO preparation |
| McKinsey & Company | Senior leadership roles | Not disclosed | Strategy and transformation experience (general) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GlobalFoundries | Director | Not disclosed | Cited in company press release |
| CyberOptics | Director | Not disclosed | Cited in company press release |
Board Governance
- Appointment and term: Appointed Class III director on Nov 11, 2025; term through 2026 Annual Meeting and until successor is elected .
- Board structure: TSS board is classified into three classes; as of 2025, Class III includes the Chairman (Woodward), with terms staggered through 2026–2027 .
- Independence status: The 2025 proxy identified Woodward, Metzler, and Fahy as independent and comprising Audit and Compensation Committees; Mohindra’s independence status and committee assignments have not yet been disclosed in filings post-appointment .
- Committee operations (context): Audit Committee (Woodward—Chair, Metzler, Fahy) met 3 times in 2024; pre-approves related-party transactions >$25k . Compensation Committee (Woodward, Metzler, Fahy) met once in 2024; no compensation consultant engaged .
- Attendance: All directors attended the 2024 annual meeting; all achieved ≥75% attendance of board/committee meetings in 2024 (pre-dates Mohindra appointment) .
Fixed Compensation
| Component | Amount | Terms | Effective Date |
|---|---|---|---|
| Annual Director Retainer | $40,000 | Standard cash retainer for board service | Nov 2025 for Mohindra ; program increased Oct 1, 2024 |
| Committee/Chair Fees | Not disclosed for Mohindra | Board program: Chair of Board $15,000; Audit Chair $10,000; Compensation Chair $5,000 (effective Oct 1, 2024) | Oct 1, 2024 |
| Reimbursements | Travel/lodging/meeting expenses reimbursed | Standard director policy | As disclosed in proxy |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value | Vesting Schedule | Strike/Expiration | Performance Metrics |
|---|---|---|---|---|---|---|
| Stock Options | Nov 11, 2025 | 6,000 options | Not disclosed | Not disclosed | Not disclosed | No performance metrics disclosed for director awards |
Notes:
- TSS does not maintain pension, nonqualified defined contribution, or other deferred compensation plans for non-employee directors .
- The company states no specific practice on timing of option grants and does not time disclosure of MNPI to affect compensation .
Other Directorships & Interlocks
| Company | Type | Role/Committee | Interlock/Conflict Considerations |
|---|---|---|---|
| GlobalFoundries | Public | Director | Potential informational interlock; no disclosed related-party transactions |
| CyberOptics | Public | Director | Potential informational interlock; no disclosed related-party transactions |
| Dell Technologies | Private/Public affiliate | Special Advisor to Vice Chair & COO | TSS positions itself as a partner to leading data center technology providers; advisory role at Dell could create perceived conflict if TSS transacts with Dell; Audit Committee pre-approves related-party transactions >$25k |
Expertise & Qualifications
- Deep expertise in AI-led transformation, go-to-market, and corporate strategy from senior roles at Dell and prior operating/investment leadership .
- Advanced technical and business credentials (MIT Ph.D. in Chemical Engineering and MBA; IIT Roorkee B.E.) .
- Prior portfolio and diligence leadership at TPG and investment leadership at New Science Ventures; semiconductor strategy leadership at Freescale .
Equity Ownership
| Item | Amount | As-of Date | Notes |
|---|---|---|---|
| Total Beneficial Ownership (Common) | 0 shares | Nov 13, 2025 (Form 3) | Initial statement shows “No securities are beneficially owned.” |
| Director Options Outstanding | 6,000 | Nov 11, 2025 grant | Option grant disclosed in 8-K; terms not disclosed |
| Pledged Shares | None disclosed | N/A | No pledging disclosed |
| Ownership Guidelines Compliance | Not disclosed | N/A | No director ownership guideline disclosure found |
Insider Filings & Transactions
| Filing | Date | Transaction/Disclosure | Key Details |
|---|---|---|---|
| Form 3 (Initial Statement) | Nov 13, 2025 | Initial beneficial ownership | States “No securities are beneficially owned.” |
| Form 4 | Not found | — | No insider transactions reported to date (post-appointment) [SearchDocuments: none] |
Governance Assessment
- Positives
- Strategic and AI expertise aligned with TSS’s AI/HPC integration focus; expected to enhance board oversight of growth initiatives .
- Standardized director pay structure (cash retainer and options) with no pension/deferred compensation; Audit Committee oversight of related-party transactions provides procedural safeguards .
- Initial filing shows zero beneficial ownership, followed by an option grant—early-stage alignment is present via equity, with scope for ownership to build .
- Watch items / potential RED FLAGS
- Committee assignments and independence designation for Mohindra not yet disclosed post-appointment; monitor next proxy or 8-K updates .
- Advisory role at Dell Technologies could present perceived conflict if TSS transacts with Dell; dependence on Audit Committee pre-approval processes to mitigate (no related-party transactions disclosed) .
- Option grant terms (strike, vesting, expiration) not disclosed; transparency on equity award mechanics is pending .
Overall: Mohindra’s appointment signals board focus on AI-driven strategy and go-to-market effectiveness. Investors should track forthcoming disclosures on committee assignments, independence status, and detailed option terms, and watch for any related-party transaction disclosures given Dell advisory ties .