Timothy M. Crow
VroomAbout Timothy M. Crow
Independent director since October 2022 (age 69). CEO and Managing Director of Fernwood Holdings, with 20+ years leading human capital for major retailers; EVP & Chief Human Resources Officer at The Home Depot (2007–2017) and SVP, Human Resources at Kmart (1999–2002). BA, California State University, Northridge. Committee roles: Compensation Committee Chair; member of Nominating & Corporate Governance, and expected to become its Chair if reelected. Independence affirmed under Nasdaq rules; >95% attendance in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Home Depot, Inc. | EVP & Chief Human Resources Officer | Feb 2007–Jul 2017 | Led HR for world’s largest home improvement specialty retailer; strategic human capital leadership |
| Kmart Corporation | SVP, Human Resources | May 1999–May 2002 | Senior HR leadership at leading general merchandise retailer |
| Fernwood Holdings | CEO & Managing Director | Not disclosed (current) | Venture capital leadership; investor and board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Milacron Holdings Corp. | Director (prior) | Not disclosed | Chaired Leadership Development & Compensation Committee |
| Various private companies | Director (current) | Not disclosed | Board service at private companies (names not disclosed) |
Board Governance
- Independence: Board has determined Timothy M. Crow is independent under Nasdaq rules; Board majority independent and committees fully independent.
- Committee assignments: Compensation Committee Chair; member, Nominating & Corporate Governance Committee; expected to become Chair of Nominating & Corporate Governance if reelected.
- Committee activity: Compensation Committee met 7 times in 2024; Nominating & Corporate Governance met 4 times; Board met 17 times; each director attended >95% of combined Board and committee meetings; regular executive sessions held.
- Compensation Committee interlocks: None; no member has been an officer/employee of the Company; no cross-board interlocks with Company executives.
- Governance practices: Clawback (Compensation Recovery Policy) compliant with SEC/Nasdaq; prohibition on hedging/pledging for directors & executives; annual Board/committee self-evaluations overseen by Nominating & Corporate Governance.
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| 2024 Fees Earned or Paid in Cash ($) | $0 | Director compensation policy was suspended April 27, 2024 |
| 2024 Stock Awards ($) | $0 | No equity awards in 2024 due to suspension |
| Director Cash Retainer – Board Member | $30,000 | Policy resumed March 12, 2025 |
| Independent Executive Chair | $20,000 | |
| Board Chair (if applicable) | $10,000 | |
| Audit Chair / Member | $10,000 / $5,000 | |
| Compensation Chair / Member | $5,000 / $2,500 | |
| Nominating & Governance Chair / Member | $4,000 / $2,000 |
Performance Compensation
| Grant Type | Grant Date | Grant Value | Vesting Schedule | Notes |
|---|---|---|---|---|
| Make-whole RSU (board service during suspension) | Mar 12, 2025 | $100,000 | Vests on earlier of the day before first annual meeting following grant, or first anniversary; service required | Approved for Crow and other non-employee directors; pursuant to 2020 Plan |
| Annual RSU (standard policy) | At each annual meeting | $100,000 FV | Vests by next annual meeting or 1-year anniversary; service required | FV based on average stock price over 10 trading days prior to grant |
| New Director RSU (initial grant policy since Jun 2022) | On appointment | $100,000 FV | Vests 1/3 each year over 3 years; service required | FV based on 10-day average |
| Stock Options (Director) | N/A for Crow | N/A | N/A | Crow had no options outstanding as of 12/31/2024 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Crow |
| Prior public company boards | Milacron Holdings Corp. – Director; chaired Leadership Development & Compensation Committee |
| Compensation Committee interlocks | None; no officer interlocks and no cross-board relationships involving Company executives |
Expertise & Qualifications
- Human capital management leader (Home Depot CHRO; Kmart SVP HR), relevant to compensation oversight and succession planning.
- Investment and private company board experience through Fernwood Holdings.
- Education: BA, California State University, Northridge.
Equity Ownership
| Metric | Value | Breakdown |
|---|---|---|
| Beneficial ownership (shares) | 4,373 | 553 common shares + 3,820 RSUs vesting within 60 days of Apr 17, 2025 |
| Ownership % of outstanding | <1% | Based on 5,162,873 shares outstanding (Apr 17, 2025) |
| RSUs held (12/31/2024) | 632 | Counts reflect 1-for-5 conversion in Jan 2025 |
- Hedging/pledging: Prohibited for directors and executive officers under Company policy.
Governance Assessment
- Strengths
- Independent director with deep HR and compensation expertise; chairs Compensation Committee and expected to chair Nominating & Governance, aligning with board effectiveness and succession oversight.
- High engagement: Board met 17 times in 2024; directors’ attendance >95%; Compensation Committee met 7 times; regular executive sessions enhance independent oversight.
- Compensation governance: Independent compensation consultants (Semler Brossy, then The Overture Alliance) engaged by Compensation Committee; clawback policy compliant with SEC/Nasdaq; anti-hedging/pledging.
- Director pay prudence during restructuring: 2024 director compensation suspended; resumed in 2025 with structured RSU make-whole awards, reinforcing post-emergence alignment.
- Risk indicators and considerations
- Concentrated shareholder influence: Mudrick Capital holds ~76.58% and has a non-voting Board Observer; plus related-party $25M delayed draw term loan facility—heightened conflict-of-interest vigilance needed (Audit Committee reviews related person transactions).
- Equity-heavy director compensation: Annual RSUs vest based on service, not performance, which can dilute sensitivity to TSR unless paired with robust board evaluation and ownership expectations; board uses annual self-evaluations and prohibitions on hedging/pledging to bolster alignment.
- Overall: Crow’s HR/comp expertise and committee leadership are positives for governance in a post-emergence context; monitoring of majority shareholder interactions and related-party arrangements remains critical to investor confidence.