Thermon (THR) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for July 28, 2025, with voting on director elections, auditor ratification, and executive compensation approval.

• Record revenue was achieved in Fiscal 2025, with strategic acquisitions and a focus on decarbonization and digitization.

• Non-oil and gas sales now account for 72% of total sales, reflecting successful market diversification.

• The company maintains a strong balance sheet, with significant debt repayment and share repurchases.

• Shareholders are encouraged to vote electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, ratifying KPMG LLP as auditor, and approving executive compensation on an advisory basis.

• The board recommends voting FOR all proposals.

• Proxy access allows groups holding 3%+ of shares for 3+ years to nominate directors.

• No other business is expected at the meeting; procedures for shareholder proposals for 2026 are outlined.

Board of directors and corporate governance

• The board consists of seven directors, all nominated for re-election, with a mix of industry, financial, and global experience.

• Six of seven directors are independent; the chairman is independent and roles of CEO and chairman are separated.

• Committees (Audit, HCMC, Finance, N&CG) are fully independent and meet regularly.

• Board refreshment is supported by mandatory retirement age and tenure limits.

• Diversity is emphasized, with two female and one racially diverse director.