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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE
ACT OF 1934 (AMENDMENT NO. __ )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
THOMAS GROUP, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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THOMAS GROUP, INC.
5221 N. O'CONNOR BOULEVARD
SUITE 500
IRVING, TEXAS 75039-3714
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 22, 2001
To the Holders of Common Stock of THOMAS GROUP, INC.:
Notice is hereby given that the Year 2001 Annual Meeting of Stockholders of
Thomas Group, Inc., a Delaware corporation (the "Company"), will be held at the
executive offices of the Company, 5221 N. O'Connor Boulevard, Suite 500, Irving,
Texas 75039, on Wednesday, August 22, 2001 at 9:00 a.m., Dallas, Texas time, for
the following purposes:
(1) To elect six persons to serve as directors until the Company's
Year 2002 Annual Meeting of Stockholders or until their successors are duly
elected and qualified; and
(2) To transact such other business as may properly come before the
meeting or any adjournments or postponements thereof.
The Board of Directors has fixed June 25, 2001, at the close of business,
as the record date for the determination of stockholders entitled to notice of,
and to vote at, the meeting and any adjournment or postponement thereof. Only
holders of record of the Company's Common Stock on that date are entitled to
vote on matters coming before the meeting and any adjournment or postponement
thereof. A complete list of stockholders entitled to vote at the meeting will be
maintained in the Company's offices at 5221 N. O'Connor Boulevard, Suite 500,
Irving, Texas 75039-3714, for 10 days prior to the meeting.
Please advise the Company's transfer agent, Computershare Investor
Services, 1601 Elm Street, Suite 4340, Dallas, Texas 75201, of any change in
your address.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING, PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE
PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED STATES. IF YOU
RECEIVE MORE THAN ONE PROXY CARD BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT
NAMES OR AT DIFFERENT ADDRESSES, EACH SUCH PROXY CARD SHOULD BE SIGNED AND
RETURNED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED. THE PROXY CARD SHOULD
BE SIGNED BY ALL REGISTERED HOLDERS EXACTLY AS THE SHARES ARE REGISTERED. ANY
PERSON GIVING A PROXY HAS THE POWER TO REVOKE IT AT ANY TIME PRIOR TO ITS
EXERCISE AND, IF PRESENT AT THE MEETING, MAY WITHDRAW IT AND VOTE IN PERSON.
By Order of the Board of Directors,
(-s- JOHN R. HAMANN)
JOHN R. HAMANN
Chief Executive Officer
Irving, Texas
July 2, 2001
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THOMAS GROUP, INC.
5221 N. O'CONNOR BOULEVARD
SUITE 500
IRVING, TEXAS 75039-3714
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PROXY STATEMENT
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PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 22, 2001
The accompanying proxy, mailed together with this Proxy Statement to
stockholders on or about July 2, 2001, is solicited by Thomas Group, Inc. (the
"Company") in connection with the Annual Meeting of Stockholders to be held on
August 22, 2001 (the "Annual Meeting").
As stated in the Notice to which this Proxy Statement is attached, matters
to be acted upon at the Annual Meeting include (1) the election to the Board of
Directors of six directors to serve as directors until the Company's Year 2001
Annual Meeting of Stockholders or until their successors are duly elected and
qualified, and (2) the transaction of such other business as may properly come
before the Annual Meeting or any adjournments or postponements thereof.
All holders of record of shares of the Company's Common Stock, par value
$.01 per share (the "Common Stock"), at the close of business on June 25, 2001
(the "Record Date") are entitled to notice of and to vote at the Annual Meeting.
On the Record Date, the Company had outstanding 4,158,480 shares of Common
Stock. Each share of Common Stock is entitled to one vote. The presence, in
person or by proxy, of holders of a majority of the outstanding shares of Common
Stock entitled to vote as of the Record Date is necessary to constitute a quorum
at the Annual Meeting. A plurality of the votes of the shares present in person
or represented by proxy at the Annual Meeting, provided a quorum is present, is
required for the election of directors.
With regard to the election of directors, votes may be cast in favor or
withheld; votes that are withheld will be excluded entirely from the vote and
will have no effect. Brokers who hold shares in street name for customers and do
not receive voting instructions from such customers are entitled to vote on the
election of directors. Under applicable Delaware law, a broker non-vote
resulting from the failure to deliver voting instructions to a broker will have
no effect on the election of directors.
Any stockholder has the unconditional right to revoke his proxy at any time
before it is voted. Any proxy given may be revoked either by a written notice
duly signed and delivered to the Secretary of the Company prior to the exercise
of the proxy, by execution of a subsequent proxy or by voting in person at the
Annual Meeting (although attending the Annual Meeting without executing a ballot
or executing a subsequent proxy will not constitute revocation of a proxy).
Where a stockholder's duly executed proxy specifies a choice with respect to a
voting matter, the shares will be voted accordingly. If no such specification is
made, the shares will be voted FOR the nominees for director identified below.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of May 31, 2001, by (i) each director
and named executive officer of the Company, (ii) all officers and directors of
the Company as a group, and (iii) all persons who are known by the Company to be
beneficial owners of 5% or more of the Company's outstanding Common Stock.
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OWNED(1) PERCENT
- ------------------------------------ --------------- -------
John T. Chain, Jr.(2)....................................... 88,489(3) 2.1%
Richard A. Freytag(2)....................................... 28,290(4) 0.7%
James E. Dykes(2)........................................... 15,449(5) 0.4%
David B. Mathis(2).......................................... 16,314(6) 0.4%
Timothy G. Caffrey(2)....................................... 9,259(7) 0.2%
John R. Hamann(2)........................................... 1,000(8) *
James T. Taylor(2).......................................... 8,000(9) 0.2%
Annette M. Zwerner(2)....................................... 22,616(10) 0.5%
Alexander W. Young(2)....................................... 61,003(11) 1.5%
Ian L.T. Conn(2)............................................ 7,735(12) 0.2%
Philip J. Lovell(2)......................................... 16,389(13) 0.4%
Roger A. Crabb(2)........................................... 2,622(14) 0.1%
J. Thomas Williams(2)....................................... 187,892(15) 4.5%
Leland L. Grubb, Jr.(2)..................................... 59,184(16) 1.4%
All officers and directors as a group (12 persons).......... 284,342(17) 6.8%
Kelso Management Company, Inc............................... 949,657 22.8%
One International Place, Suite 2401
Boston, MA 02110
Edward P. Evans............................................. 342,500 8.2%
712 Fifth Avenue
New York, NY 10019
Dimensional Fund Advisors................................... 234,400 5.6%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
- ---------------
* Less than 0.1%
(1) Except as otherwise indicated, the persons named in the table possess sole
voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by them. Includes shares of Common Stock held
by spouses and minor children of such persons and corporations in which
such persons hold a controlling interest. The amounts shown in the table
include shares of Common Stock issuable upon exercise of outstanding
options exercisable within 60 days of May 31, 2001.
(2) The address of the named individuals is 5221 N. O'Connor Boulevard, Suite
500, Irving, Texas 75039-3714.
(3) Includes 11,932 shares of Common Stock issuable upon exercise of
outstanding options exercisable within 60 days of May 31, 2001.
(4) Includes 15,927 shares of Common Stock issuable upon exercise of
outstanding options exercisable within 60 days of May 31, 2001.
(5) Includes 4,854 shares of Common Stock issuable upon exercise of outstanding
options exercisable within 60 days of May 31, 2001.
(6) Includes 8,952 shares of Common Stock issuable upon exercise of outstanding
options exercisable within 60 days of May 31, 2001.
(7) Includes 3,750 shares of Common Stock issuable upon exercise of outstanding
options exercisable within 60 days of May 31, 2001.
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(8) Includes no shares of Common Stock issuable upon exercise of outstanding
options exercisable within 60 days of May 31, 2001.
(9) Includes 8,000 shares of Common Stock issuable upon exercise of outstanding
options exercisable within 60 days of May 31, 2001.
(10) Includes 22,616 shares of Common Stock issuable upon exercise of
outstanding options exercisable within 60 days of May 31, 2001.
(11) Includes 414 shares of Common Stock issuable upon exercise of outstanding
options exercisable within 60 days of May 31, 2001.
(12) Includes 5,210 shares of Common Stock issuable upon exercise of outstanding
options exercisable within 60 days of May 31, 2001.
(13) Includes 12,389 shares of Common Stock issuable upon exercise of
outstanding options exercisable within 60 days of May 31, 2001.
(14) Includes 2,000 shares of Common Stock issuable upon exercise of outstanding
options exercisable within 60 days of May 31, 2001.
(15) Includes 180,038 shares of Common Stock issuable upon exercise of
outstanding options exercisable within 60 days of May 31, 2001.
(16) Includes 53,184 shares of Common Stock issuable upon exercise of
outstanding options exercisable within 60 days of May 31, 2001.
(17) The amount shown includes a total of 103,220 shares of Common Stock
issuable upon exercise of outstanding options exercisable within 60 days of
May 31, 2001.
ELECTION OF DIRECTORS
The Company's Bylaws provide that the number of directors that shall
constitute the entire Board of Directors shall not be less than one and shall be
fixed from time to time exclusively by the Board of Directors. The Board of
Directors has set the number of directors at six. The six nominees for director
listed below will stand for election at this Annual Meeting for a one-year term
of office expiring at the Year 2002 Annual Meeting of Stockholders or until
their successors are duly elected and qualified.
The following table sets forth certain information as to the nominees for
directors of the Company:
NAME AND AGE POSITIONS AND OFFICES WITH THE COMPANY DIRECTOR SINCE
- ------------ -------------------------------------- --------------
John R. Hamann, 49................... President, Chief Executive Officer, 2001
Director
John T. Chain, Jr., 66............... Chairman of the Board 1995
Richard A. Freytag, 67............... Director 1997
James E. Dykes, 63................... Director 1995
David B. Mathis, 63.................. Director 1998
Timothy G. Caffrey, 33............... Director 2000
While it is not anticipated that any of the nominees will be unable to
serve, if any nominee should decline or become unable to serve as a director for
any reason, votes will be cast instead for a substitute nominee designated by
the Board of Directors or, if none is so designated, will be cast according to
the judgment of the person or persons voting the proxy.
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EXECUTIVE OFFICERS AND DIRECTORS
The executive officers of the Company serve at the will of the Board of
Directors.
John R. Hamann joined the Company January 13, 2001 as President and Chief
Executive Officer, and as a director. Prior to joining the Company, Mr. Hamann
served in a variety of roles for Sunbeam Products, Inc., most recently as
President and CEO of its Thalia Products unit, and from 1998 to 2000 as
President of its appliance division. From 1994 to 1998 Mr. Hamann served as
President and CEO for Tempo Technology Corporation, a privately-held
manufacturer of industrial diamond products. From 1989 to 1994 Mr. Hamann served
in a variety of roles for Whirlpool Corporation, most recently as Vice President
of the KitchenAid small appliance business unit.
James T. Taylor, 54, joined the Company March 1, 2001 as Vice President and
Chief Financial Officer. From 1997 to 2001 Mr. Taylor served as Vice President
of the Chancellor Group, a Dallas, Texas management consulting firm, where he
assisted companies in restructuring, raising funds and completing IPO offerings.
From 1995 to 1997 Mr. Taylor served as Vice President for Polyphase Corporation
and lead in the creation of its Food Group division. From 1986 to 1993, Mr.
Taylor served as COO/CFO for Elcon Industries, a privately held
manufacturer/distributor of after market automotive accessories. Mr. Taylor also
was a partner with Coopers & Lybrand (currently PriceWaterhouseCoopers) in both
the Los Angeles and Dallas Offices. Mr. Taylor is a licensed CPA and a member of
Financial Executive Institute and Financial Executive Network Group.
Alexander W. Young, 57, currently serves as Vice President and as the
Time-to-Market Practice Leader. Mr. Young became President and Chief Operating
Officer of the Company in January 1991 and served in that role until March 1998.
Mr. Young was elected as a director of the Company in October 1991 and retired
from the Board in 1999. Mr. Young served as the Company's Vice President for
Training and Product Development from 1989 to 1991. Mr. Young served as
Executive Vice President, General Manager, and a director of Zymos Company, a
designer and manufacturer of semiconductors, from August 1986 to October 1989.
Mr. Young serves as director of DII Group, a publicly-held electronics
manufacturing company.
Jimmy C. Houlditch, 65, joined the Company in 1996 and currently serves as
President of the Aviation Business Unit. Prior to joining the Company, Mr.
Houlditch served as corporate vice president of manufacturing and productivity
for Allied Signal Corporation, as chief operating officer for Allied Signal's
Gas Turbine Company. He was previously with Texas Instruments Semiconductor as
senior vice president of automation, quality and worldwide product
rationalization and senior vice president of operations for TI's Defense Systems
Electronics Company.
Ian Conn, 64, joined the Company in 1992 and currently serves as President
of the Asia/Pacific Business Unit. Before joining the Company, Mr. Conn served
as the CEO of Philips Medical Systems, a Canadian-based manufacturer of medical
diagnostic imaging equipment.
Philip J. Lovell, 53, joined the Company in October 1994 and currently
serves as President and Managing Director of the European Business Unit. Prior
to joining the Company, Mr. Lovell held senior general management and marketing
positions with major multinational corporations such as Braun/Gillette, Avery
and American Brands.
Roger A. Crabb, 47, joined the Company in May 1994 as Legal Counsel and
became Secretary in May 1995. Immediately prior to joining the Company, Mr.
Crabb had a private law practice advising public companies, and from 1988 to
1993, Mr. Crabb served as Associate General Counsel of Triton Energy Limited, a
publicly-held oil and gas exploration company, with responsibility for
securities reporting and transactions, mergers and acquisitions, and other
general corporate matters.
John T. Chain, Jr. was elected director of the Company in May 1995 and as
Chairman of the Board in May 1998. Since December 1996, Mr. Chain has served as
President of Quarterdeck Equity Partners, Inc., a company involved in the
acquisition of suppliers to the defense and aerospace industry. Mr. Chain served
from 1991 until early 1996 as Executive Vice President for Burlington Northern
Santa Fe Corporation. From 1986 to 1991, Mr. Chain was Commander in Chief of the
U.S. Strategic Air Command. Mr. Chain currently serves on the board of directors
for Kemper Insurance Companies, Northrop Grumman Corporation, R.J. Reynolds, and
ConAgra Foods, Inc.
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James E. Dykes was elected director of the Company in May 1995. In 1997, he
accepted a one-year appointment as executive vice president of corporate
development. Mr. Dykes was a four-time Thomas client during his 35 year
management career in the electronics and semiconductor industries. Mr. Dykes
served from August 1994 as President and Chief Operating Officer and a director
of Intellon Corporation, a home-automation electronics company. From 1989 to
1993, Mr. Dykes was President and Chief Executive Officer of Signetics Company,
an integrated circuits company. Mr. Dykes also currently serves on the board of
directors for the following companies: Cree Research Inc., a silicon carbide
electronics company, Exar Corporation, an integrated circuits company and
Theseus Logic, an integrated circuits company.
Richard A. Freytag was elected director of the Company in September 1997.
Mr. Freytag served as president of Citicorp Banking Corporation from 1984 until
1989, when he was appointed chief executive officer. Mr. Freytag retired as an
officer of Citicorp Banking Corporation in 1996 and remained both as an outside
director and as vice chairman until January 1, 1998, when he retired as a
director. Mr. Freytag also served as a director of Citicorp Holdings, Inc.,
Citibank Overseas Investment Corporation and Citibank Delaware until January 1,
1998, at which time he retired.
David B. Mathis was elected director of the Company in August 1998. Mr.
Mathis serves as chairman and chief executive officer of Kemper Insurance
Companies, which has operations in commercial and personal insurance, risk
management, and reinsurance. Mr. Mathis' long career with Kemper has included
executive assignments with both Kemper Insurance Companies and Kemper
Corporation, its former publicly owned affiliate. Mr. Mathis also serves on the
board of directors of the American Insurance Association, IMC Global Inc., the
Museum of Science and Industry and the Chicago Symphony Orchestra.
Timothy G. Caffrey was elected director of the Company in July 2000. Mr.
Caffrey has served as Vice President of Par Capital Management, an investment
firm, since July 2000. Prior to that, Mr. Caffrey served as a General Partner of
Hollybank Investments, LP and a Managing Member of Thistle Investments, LLC.
From 1998 to 1999, he served as Vice President of Kelso Management Co., Inc.,
adviser to Hollybank Investments, LP and Thistle Investments, LLC. Prior to
joining Kelso Management, Mr. Caffrey worked as an Associate in the Technology
Mergers and Acquisitions department of Cowen & Company and as an Associate in
the Corporate Finance department of Fox-Pitt, Kelton, Inc.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors has established two committees: an Audit Committee;
and a Nominating, Corporate Governance and Compensation Committee.
The Audit Committee, currently composed of Messrs. Freytag, Chain, Dykes,
Mathis and Caffrey, met five times during the fiscal year ended December 31,
2000. This committee monitors and makes recommendations to the Board of
Directors on matters pertaining to the financial management of the Company,
including monitoring the adequacy and effectiveness of the internal and external
audit functions, control systems, financial accounting and reporting, and
adherence to applicable legal, ethical and regulatory requirements. The Audit
Committee also reviews the financial performance and cash flow of the Company,
and makes recommendations on financial matters such as capital expenditures and
dividend policy.
The Nominating, Corporate Governance and Compensation Committee, currently
composed of Messrs. Dykes, Chain, Freytag and Mathis, met seven times during the
fiscal year ended December 31, 2000. The Nominating, Corporate Governance and
Compensation Committee makes recommendations to the Board of Directors regarding
potential nominees to the Board, oversees the performance and effectiveness of
the Board, reviews the Company's compensation policies, determines the amount
and form of compensation and benefits payable to officers, reviews and approves
significant stock option awards, and establishes succession plans for executives
of the Company. The Nominating, Corporate Governance and Compensation Committee
will consider nominees recommended by stockholders, provided that the
appropriate procedures referred to under "Stockholder Proposals" are followed.
The Board of Directors held 11 meetings during the fiscal year ended
December 31, 2000. All of the directors attended at least 75% of the meetings of
the Board of Directors and its committees on which they served.
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REPORT OF THE AUDIT COMMITTEE
The Audit Committee is appointed by the Board of Directors and operates
pursuant to a formal written charter that was adopted by the Board in August
1999. The Audit Committee Charter is attached as Exhibit A to this proxy
statement.
The Audit Committee reviews the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for
the financial statements and the reporting process. The Company's independent
auditors are responsible for conducting an audit and based on that audit,
expressing an opinion on the Company's consolidated financial statements.
In this context, the Audit Committee has reviewed the audited consolidated
financial statements and the quarterly condensed consolidated financial
statements for 2000, and has discussed the financial statements with management
and the independent auditors. The Committee has discussed with the independent
auditors the matters required to be discussed by Statement on Auditing Standards
No. 61 (Communication with Audit Committees). The Committee has received from
the independent auditors the written disclosures and the letter required by
Independence Standards Board No. 1 (Independence Discussions with Audit
Committees), and discussed with the auditors their independence from the Company
and its management. Additionally, the Audit committee has recommended to the
Board the selection of Ernst & Young LLP for the audit of the 2001 financial
statements.
Based on the Committee's discussions with management and Ernst & Young LLP,
the Committee's review of the representations of management, and the report of
Ernst & Young LLP, the Audit Committee recommended that the Board of Directors
include the audited consolidated financial statements in the Company's Annual
Report on Form 10-K for the year ended December 31, 2000.
The Audit Committee Charter provides that the Committee shall have at least
three directors, all of whom are independent of management. Each of Messrs.
Freytag, Chain, Mathis and Caffrey is independent, as defined in Rule
4200(a)(14) of the Nasdaq Marketplace Rules. Mr. Dykes served a one-year
appointment as executive vice president of corporate development for the Company
from July 1997 to July 1998. The Board of Directors has determined that, in its
opinion, Mr. Dykes is independent of management and has no relationship that
would interfere with the exercise of his independent judgment as a member of the
Audit Committee. In reaching its determination, the Board took into account the
brevity of Mr. Dykes' tenure as an officer of the Company, his previous service
as an independent director, and the fact that more than two years have passed
since he was an officer of the Company.
Respectfully submitted,
Audit Committee
Richard A. Freytag, Chairman
Gen. John T. Chain, Jr.
James E. Dykes
David B. Mathis
Timothy G. Caffrey
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the total compensation paid or accrued by
the Company for services rendered during each of the three years ended December
31, 2000, to (i) the Company's then-current Chief Executive Officer and (ii) the
four other most highly compensated executive officers (collectively, the "named
executive officers") whose total cash compensation for the year ended December
31, 2000 exceeded $100,000.
LONG-TERM
COMPENSATION
------------
AWARDS
ANNUAL COMPENSATION ------------
---------------------------------- SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME & PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
- ------------------------- ---- -------- -------- ------------ ------------ ------------
J. Thomas Williams,..................... 2000 $425,000 $180,125 $12,000(5) 180,038 $ 5,250(6)
President, Chief Executive 1999 425,000 184,975 10,000 -- 5,000
Officer(1) 1998 389,356 262,850 9,600 -- 3,750
Annette W. Zwerner,..................... 2000 300,000 61,625 7,200(5) 45,116 3,398(7)
Executive Vice President and 1999 231,062 28,000 7,200 -- 31,145
COO(2)(3) 1998 -- -- -- -- --
Leland L. Grubb,........................ 2000 300,000 30,000 7,200(5) 58,184 2,625(8)
Vice President, Chief 1999 300,000 -- 7,200 -- 2,500
Financial Officer, & President, 1998 300,000 58,590 7,200 -- 1,000
Automotive Business Unit(4)
Philip J. Lovell,....................... 2000 214,285 142,000 -- 32,556 --
Vice President, & President,.......... 1999 200,000 -- -- -- --
European Business Unit(2) 1998 -- -- -- -- --
Alexander W. Young,..................... 2000 330,000 23,000 12,000(5) 5,414 7,875(9)
Practice Leader, OPTTMIZE 1999 330,000 -- -- -- 24,714
1998 339,167 12,999 -- 5,000
- ---------------
(1) Effective January 13, 2001, Mr. Williams' tenure as President and Chief
Executive Officer ended. Mr. Williams remained on the Board of Directors
until his retirement February 27, 2001.
(2) No information is provided for the fiscal years during which Ms. Zwerner and
Mr. Lovell did not serve as executive officers of the Company.
(3) Effective March 31, 2001, Mr. Zwerner's tenure as Executive Vice President
and Chief Operating Officer ended.
(4) Effective March 1, 2001, Mr. Grubb's tenure as Vice President and Chief
Financial Officer ended; however, Mr. Grubb continues in his role as
President of the Automotive Business Unit.
(5) Represents car allowances for the benefit of the named executive officers.
(6) Represents the Company's contribution of $5,250 to such officer's account
under the Company's 401(k) Plan, plus life insurance premiums in the amount
of $2,240 paid by the Company with respect to term life insurance for the
benefit of such officer.
(7) Represents the Company's contribution to such officer's account under the
Company's 401(k) Plan..
(8) Represents the Company's contribution to such officer's account under the
Company's 401(k) Plan..
(9) Represents the Company's contribution to such officer's account under the
Company's 401(k) Plan..
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STOCK OPTION GRANTS
The following table provides information concerning the grant of stock
options during the year ended December 31, 2000 to the named executive officers.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
------------------------------------------------- VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM(1)
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION ----------------------
NAME GRANTED(2) FISCAL YEAR PRICE DATE 5% 10%
- ---- ---------- ------------ -------- ---------- --------- ----------
J. Thomas Williams............ -- -- -- --
Annette W. Zwerner............ -- -- -- --
Leland L. Grubb............... 100 .113 $ .01 4/24/10 $ 1,649 $ 2,625
Philip J. Lovell.............. 10,000 11.287 $11.375 2/1/10 $71,600 $181,400
Alexander W. Young............ -- -- -- --
- ---------------
(1) Potential realizable value is the amount that would be realized upon
exercise by the named executive officer of the options immediately prior to
the expiration of their respective terms, assuming the specified compound
annual rates of appreciation on Common Stock over the respective terms of
the options. These amounts represent assumed rates of appreciation only.
Actual gains, if any, on stock option exercises depend on the future
performance of the Common Stock and overall market conditions. There can be
no assurances that the potential values reflected in this table will be
achieved.
(2) These options generally vest with respect to 20% of the shares issuable
thereunder on the date of grant and 20% annually thereafter, with
incremental monthly vesting.
OPTION EXERCISES AND HOLDINGS
The following table provides information related to the number of shares
received upon exercise of options, the aggregate dollar value realized upon
exercise and the number and value of options held by the named executive
officers of the Company at December 31, 2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
AT DECEMBER 31, 2000
--------------------------------------------------------
NUMBER OF
SHARES SECURITIES UNDERLYING VALUE OF UNEXERCISED
ACQUIRED UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
NAME ON EXERCISE EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
- ---- ----------- ------------------------- ----------------------------
J. Thomas Williams................... -- 133,527/46,511 (2)
Annette W. Zwerner................... -- 19,064/26,052 (2)
Leland L. Grubb...................... -- 53,117/ 5,067 (2)
Philip J. Lovell..................... -- 11,166/21,390 (2)
Alexander W. Young................... -- 268/ 5,146 (2)
- ---------------
(1) For purposes of this table, the value of the Common Stock is $4.719 per
share, the average of the high and low sale prices of the Common Stock on
December 29, 2000 as reported on the NASDAQ National Market System.
(2) Less than $1,000.
EMPLOYMENT AGREEMENTS OF CERTAIN EXECUTIVE OFFICERS
Mr. Williams was employed by the Company under an employment agreement
dated March 10, 1998. As noted above, effective January 13, 2001, Mr. Williams'
tenure as President and Chief Executive Officer ended.
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Ms. Zwerner was employed by the Company under an employment agreement signed on
July 11, 1994. Mr. Grubb is employed by the Company under an employment
agreement dated January 3, 2001. Mr. Lovell is employed by the Company under an
employment agreement dated October 3, 1994. Mr. Young is employed by the Company
under an employment agreement dated January 1, 2001.
The employment agreement for each of the named executive officers provides
for base compensation, with each of such officers' base compensation potentially
adjusted annually by the Nominating, Corporate Governance and Compensation
Committee of the Board. Incentive awards are based on consolidated corporate
performance and, for business unit presidents, individual business unit
performance. All stock options granted under such officers' employment
agreements will have exercise prices equal to the market price per share of the
Common Stock on the date of grant, and will expire 10 years from the date of
grant.
The employment agreements for each of the named executive officers may be
terminated at will.
The employment agreement for Mr. Williams could be terminated by the
employee (under certain circumstances) upon one year's notice to the Company.
The employment agreement could be terminated by the Company with or without
cause, by the employee with or without "Good Reason," upon the disability of the
employee, or upon the occurrence of a "Change in Control" of the Company. A
"Change in Control" is defined as the occurrence of any of the following events:
(i) a third party acquires securities representing 40% or more of the Common
Stock or the combined voting power of the Company's outstanding securities, (ii)
the number of directors of the Company as of the date of the employment
agreements plus the number of directors approved by two-thirds of those initial
directors (or their approved successors) cease to constitute, in the aggregate,
a majority of the members of the Board, (iii) certain reorganizations,
consolidations or mergers involving the Company, or (iv) a dissolution or
liquidation of the Company in certain circumstances. "Good Reason" is defined to
include the failure of the Board to nominate the employee to stand for election
as a director of the Company or the significant diminution of the employee's
responsibilities. In the event of a termination of the employee by the Company
without cause, by the employee with "Good Reason," upon the disability of the
employee, or upon a Change in Control, any of the employee's stock options that
are not fully vested will become fully vested and immediately exercisable and
the employee is entitled to a lump sum cash payment based on the average
compensation paid to the employee during the previous full fiscal year. In the
event of termination by the Company with cause or by the employee without Good
Reason, the employee is entitled (i) to reimbursement for expenses incurred
prior to termination, (ii) to the payment of bonuses or incentive compensation
and (iii) to exercise vested options for a period of 90 days. If the employment
of Mr. Williams had been terminated without cause as of January 1, 2000, such
executive would have been entitled to receive a severance payment of
approximately $907,687. The employment agreement also contains non-competition,
non-solicitation and confidentiality covenants.
DIRECTORS' COMPENSATION
With the exception of the Chairman of the Board, each non-employee director
serving for the entirety of calendar year 2000 earned fees of $25,000 in cash
plus shares of Common Stock of the Company having a value of $25,000. Gen.
Chain, Chairman of the Board, earned director fees of $50,000 in cash plus
shares of Common Stock of the Company having a value of $50,000. In addition,
all directors were reimbursed for their out-of-pocket expenses incurred in
connection with their attendance at Board and committee meetings. No additional
amounts are payable for committee participation or special assignments.
Directors who are employees of the Company did not receive any compensation in
their capacity as directors.
REPORT OF THE NOMINATING, CORPORATE GOVERNANCE AND COMPENSATION COMMITTEE ON
EXECUTIVE COMPENSATION
The Nominating, Corporate Governance and Compensation Committee (the
"Committee") consists of Board members who are "disinterested persons" as that
term is defined in the Securities Exchange Act of 1934, and who are "outside
directors" under the Internal Revenue Code.
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COMPENSATION PHILOSOPHY
The Committee works with senior management to develop and implement the
Company's executive compensation philosophy. Generally, the Company's philosophy
on executive compensation has been to provide a base cash compensation and to
provide additional incentive compensation in the form of cash bonuses and grants
of options based on the realization of stated objectives, expected to result in
improvements in total stockholder return. Stated another way, the Company's
executive compensation policy is based on pay-for-performance.
EXECUTIVE COMPENSATION
During 2000, Mr. Williams, the Company's Chief Executive Officer, received
a base compensation related primarily to competitive factors and the level of
his responsibilities. Also during 2000, Mr. Williams received incentive
compensation in the amount of $180,125. Of this amount, $78,125 was awarded to
Mr. Williams under section 4.2(b)(2) of his employment agreement, for
exceptional corporate performance during fiscal 1999. The balance was awarded to
Mr. Williams under the Executive Incentive Compensation Plan, for corporate
performance during the 1999 fiscal year.
Effective January 1, 1999, the Company adopted an Executive Incentive
Compensation Plan covering the Chief Executive Officer, the Chief Financial
Officer and the Business Unit Presidents. Under this plan, financial performance
measures were to be set at the beginning of each fiscal year. For fiscal year
1999, for each participant, performance was measured by the amount of revenue
generated and the return on revenue.
The plan was modified, such that the incentive awards for the CEO and COO
were based solely on consolidated corporate performance for each measure. The
incentive awards for the Business Unit Presidents (including the CFO) were based
on consolidated corporate performance and individual business unit performance,
weighted equally. Each plan participant had to meet a minimum threshold level of
performance on both measures before any award could be paid to the participant.
The Committee made an award of incentive compensation to the CEO (and the
remaining plan participants) based on the achievement of the revenue and return
on revenue objectives, and an earnings per share objective agreed upon by the
Committee.
The Committee endorses the view that equity ownership by management is
beneficial in aligning management and stockholders' interests in the enhancement
of stockholder value. The Company's equity-based compensation plans facilitate
equity ownership by management.
In granting stock options under the Company's stock option plans, the
Committee considers the total number of shares available for future grants,
prior grants outstanding and estimated requirements for future grants. Option
grants to management, with the exception of grants to the CEO, generally are
proposed to the Committee by the CEO. The Committee then discusses with the CEO
his proposals and recommendations, each participant's position and scope of
responsibilities, the strategic and operational goals of the Company, and the
expected future performance of each participant to achieve these goals. Awards
granted to the CEO are determined separately by the Committee based on the same
criteria as grants to other management, as well as the Committee's perception of
the CEO's expected future contributions to the Company's achievement of its
long-term performance goals.
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As the Company moves forward in its efforts to create stockholder value in
the years ahead, the Committee will continue to review, monitor and evaluate the
Company's program for executive compensation to ensure that it is internally
effective in support of the Company's strategy, is competitive in the
marketplace to attract, retain and motivate the talent needed to achieve the
Company's objectives, and appropriately rewards the creation of value on behalf
of the Company's stockholders.
Respectfully submitted,
Nominating, Corporate Governance and
Compensation Committee
James E. Dykes, Chairman
Gen. John T. Chain, Jr.
Richard A. Freytag
David B. Mathis
NOMINATING, CORPORATE GOVERNANCE AND COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
Compensation decisions with respect to the executive officers of the
Company are made by the Nominating, Corporate Governance and Compensation
Committee of the Board, which is comprised of Mr. Dykes, Gen. Chain, Mr. Freytag
and Mr. Mathis. From July 1997 to July 1998, Mr. Dykes served a one-year
appointment as executive vice president of corporate development for the
Company.
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COMPARISON OF TOTAL SHAREHOLDER RETURN
The following performance graph shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the 1933 Act or the Securities Exchange Act of
1934, except to the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
The following graph sets forth the Company's total shareholder return as
compared to the NASDAQ Stock Market (US) Index and an index of companies having
a market capitalization of $50 million to $75 million, over the period beginning
January 1, 1996 and ending May 31, 2001. The total shareholder return assumes
$100 invested at the beginning of the period in the Company's Common Stock, the
NASDAQ Stock Market (US) Index and the index of companies having a market
capitalization of $50 million to $75 million. The Company has chosen an index of
companies having a market capitalization of $50 million to $75 million for the
following reasons: this is the historical market capitalization range for the
Company's Common Stock, the stock price performance for companies in that range
tends to react to market forces in a similar fashion, and the Company has no
true public company peer group.
TOTAL SHAREHOLDER RETURN FOR THOMAS GROUP, INC.,
NASDAQ STOCK MARKET (US) INDEX
AND
COMPANIES WITH MARKET CAPITALIZATION OF
$50 MILLION TO $75 MILLION
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG THOMAS GROUP, INC.,
NASDAQ MARKET INDEX AND PEER GROUP INDEX
[PERFORMANCE GRAPH]
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12/29/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 5/31/01
---------------------------------------------------------------------------------------------------------------
Thomas Group, Inc. 100.00 66.67 92.59 75.93 83.33 37.96 28.89
Peer Group Index 100.00 106.76 112.85 89.99 89.81 39.98 43.46
NASDAQ Market Index 100.00 124.27 152.00 214.39 378.12 237.66 205.23
ASSUMES $100 INVESTED ON JANUARY 1, 1996
ASSUMES DIVIDEND REINVESTED
THROUGH MAY 31, 2001
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CERTAIN TRANSACTIONS
In 1996 the Company advanced Mr. J. Thomas Williams $0.2 million, pursuant
to a promissory note due December 18, 2000. Mr. Williams' employment agreement
provides that repayment of this note may be effected via bonuses to Mr.
Williams. Accordingly, through this bonus mechanism Mr. Williams repaid
approximately $0.1 million on the note during 1998, repaid a further $0.05
million on the note in January 1999, and repaid the balance in January 2000.
****
****
SECTION 16(a) REPORTING
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers, directors and persons who own more than 10% of a registered class of
the Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission, and to furnish to the
Company copies of such reports. Based solely upon its review of the copies of
such forms received by it, the Company believes that, during the fiscal year
ended December 31, 2000, Company officers, directors and greater than 10%
beneficial owners complied with all such filing requirements.
RELATIONSHIP WITH INDEPENDENT AUDITORS
The firm of Ernst & Young LLP, independent auditors, has been selected by
the Board of Directors to serve as the Company's auditors for the fiscal year
ending December 31, 2001. A representative of Ernst & Young LLP is expected to
be present at the Annual Meeting in order to make a statement if he so desires
and to respond to appropriate questions.
Audit Fees. The aggregate fees billed by Ernst & Young LLP for
professional services rendered for the audit of the Company's annual financial
statements for the year ended December 31, 2000 and the reviews of the financial
statements included in the Company's Forms 10-Q for that year were $221,537.
All Other Fees. All other fees billed by Ernst & Young LLP for 2000
totaled $113,171, for audit-related services such as accounting consultations
and tax services.
STOCKHOLDER PROPOSALS
In order for stockholder proposals to receive consideration for inclusion
in the Company's Proxy Statement for its Annual Meeting of Stockholders to take
place in 2002, such proposals must meet the requirements set forth in the rules
and regulations of the Securities and Exchange Commission, and must be received
at the Company's offices at 5221 N. O'Connor Boulevard, Suite 500, Irving,
Texas, 75039-3714, Attention: Secretary, by December 9, 2001.
The Company's Bylaws contain a provision which requires that a stockholder
may nominate a person for election as a director only if written notice of such
stockholder's intent to make such nomination has been given to the Secretary of
the Company not later than 30 days prior to an annual meeting. This provision
also requires that the notice set forth, among other things, the name and
address of the stockholder giving the notice, as it appears on the Company's
books and records, and the class and number of shares of capital stock of the
Company owned by such stockholder. Such notice must also contain such other
information regarding the nominee as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had the nominee been nominated by the Board. Such notice must also be
accompanied by the written consent of the person being nominated to the naming
of that person in the Proxy Statement as a nominee and to serve as a director if
elected. The chairman of the annual meeting shall, if facts warrant, determine
and declare to the annual meeting that a nomination has not been made in
accordance with these procedures and if the chairman should so determine, he or
she shall so declare to the
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annual meeting and the defective nomination shall be disregarded. No stockholder
has nominated a candidate for election to the Board of Directors at the Annual
Meeting.
SOLICITATION OF PROXIES
The Company will pay the expenses of this proxy solicitation. In addition
to the solicitation by mail, some of the officers and regular employees of the
Company may solicit proxies personally or by telephone, if deemed necessary. The
Company will request brokers and other fiduciaries to forward proxy soliciting
material to the beneficial owners of shares which are held of record by the
brokers and fiduciaries, and the Company may reimburse them for reasonable
out-of-pocket expenses incurred by them in connection therewith.
OTHER MATTERS
The Annual Report to Stockholders for the fiscal year ended December 31,
2000, which includes financial statements, is enclosed with this Proxy
Statement. The Annual Report does not form a part of this Proxy Statement or the
materials for the solicitation of proxies to be voted at the annual meeting.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K WILL BE FURNISHED AT NO
CHARGE TO EACH PERSON TO WHOM A PROXY STATEMENT IS DELIVERED UPON RECEIPT OF A
WRITTEN REQUEST OF SUCH PERSON ADDRESSED TO THOMAS GROUP, INC., 5221 N. O'CONNOR
BOULEVARD, SUITE500, IRVING, TEXAS 75039-3714, TELEPHONE (972) 869-3400. THE
COMPANY WILL ALSO FURNISH SUCH ANNUAL REPORT ON FORM 10-K TO ANY "BENEFICIAL
OWNER" OF SUCH SECURITIES AT NO CHARGE UPON RECEIPT OF A WRITTEN REQUEST,
ADDRESSED TO THE COMPANY, CONTAINING A GOOD FAITH REPRESENTATION THAT, AT THE
RECORD DATE, SUCH PERSON WAS A BENEFICIAL OWNER OF SECURITIES OF THE COMPANY
ENTITLED TO VOTE AT THE ANNUAL MEETING. COPIES OF ANY EXHIBIT TO THE FORM 10-K
WILL BE FURNISHED UPON THE PAYMENT OF A REASONABLE FEE.
The Board of Directors is not aware of any matter, other than the matters
described above, to be presented for action at the Annual Meeting. However, if
any other proper items of business should come before the Annual Meeting, it is
the intention of the person or persons acting under the enclosed form of proxy
to vote in accordance with their best judgment on such matters.
Information contained in the Proxy Statement relating to the occupations
and security holdings of directors and officers of the Company is based upon
information received from the individual directors and officers.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD AT YOUR EARLIEST
CONVENIENCE IN THE ENCLOSED RETURN ENVELOPE. NO POSTAGE IS REQUIRED IF THE PROXY
CARD IS MAILED IN THE UNITED STATES. A PROMPT RETURN OF YOUR PROXY CARD WILL BE
APPRECIATED, AS IT WILL SAVE THE EXPENSE OF FURTHER MAILINGS.
By Order of the Board of Directors,
(-s- JOHN R. HAMANN)
JOHN R. HAMANN
President and Chief Executive
Officer
Irving, Texas
July 2, 2001
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EXHIBIT A
THOMAS GROUP, INC.
AUDIT COMMITTEE CHARTER
ORGANIZATION
The Audit Committee of the Board of Directors shall have at least three
directors, all of whom are independent of management.
STATEMENT OF POLICY
The Audit Committee shall provide assistance to the Board of Directors in
fulfilling its responsibility to the shareholders, potential shareholders, and
investment community relating to corporate accounting, reporting practices of
the Company, and the quality and integrity of financial reports of the Company.
In so doing, it is the responsibility of the Audit Committee to maintain free
and open communication between the directors, the independent auditors and the
financial management of the Company.
RESPONSIBILITIES
In carrying out its responsibilities, the Audit Committee believes its
policies and procedures should remain flexible in order to best react to
changing conditions and to ensure to the directors and shareholders that the
corporate accounting and reporting practices of the Company are in accordance
with all requirements and are of the highest quality.
In carrying out these responsibilities, the Audit Committee will:
- Obtain the full Board of Directors' approval of this Charter and review
and reassess this Charter as conditions dictate, but at least annually.
- Review and recommend to the directors the independent auditors to be
selected to audit the financial statements of the Company and its
divisions and subsidiaries.
- Have a clear understanding with the independent auditors that they are
ultimately accountable to the Board of Directors and the Audit Committee,
as the shareholders' representatives, who have the ultimate authority in
deciding to engage, evaluate, and if appropriate, terminate their
services.
- Meet at least annually with the independent auditors and financial
management of the Company to review: the scope of the proposed audit, the
timing of quarterly reviews for the current year, the procedures to be
utilized, and at the conclusion of each audit and quarterly review,
discuss the results, including any comments or recommendations by the
independent auditors.
- Receive from the independent auditor as part of each Audit Committee
meeting a summary of findings from completed special projects and receive
a progress report on the active special projects with explanations for
any deviations from the original plan.
- Periodically review with the independent auditors and with the Company's
financial and accounting personnel, the adequacy and effectiveness of the
Company's accounting and financial controls, and elicit any
recommendations for the improvement of such internal controls or of
particular areas where new or more detailed controls or procedures are
desirable. Emphasis should be given to the adequacy of internal controls
to expose any payments, transactions, or procedures that might be deemed
illegal or improper.
- Review reports received by the Company from regulators together with any
other legal and regulatory matters that may have a material effect on the
financial statements or on related Company compliance policies.
- Inquire of management and the independent auditors about significant
risks or exposures and assess the steps management has taken to minimize
such risks to the Company.
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- Review the quarterly financial statements with financial management and
the independent auditors prior to the filing of the Form 10-Q (and/or
prior to the press release of results, if possible) to determine that the
independent auditors do not take exception to the disclosure and content
of the financial statements, and discuss any other matters required to be
communicated to the committee by the auditors. The chair of the committee
may represent the entire committee for purposes of this review.
- Before filing the 10-K, review the financial statements contained in the
10-K with management and the independent auditors to determine that the
independent auditors are satisfied with the disclosure and content of the
financial statements to be presented to the shareholders. Review with
financial management and the independent auditors the results of their
timely analysis of significant financial reporting issues and practices,
including changes in, or adoptions of, accounting principles and
disclosure practices, and discuss any other matters communicated to the
committee by the auditors. Also review with financial management and the
independent auditors their judgments about the quality, not just
acceptability, of accounting principles and the clarity of the financial
disclosure practices used or proposed to be used, and particularly, the
degree of aggressiveness or conservatism of the organization's accounting
principles and underlying estimates, and other significant decisions made
in preparing the financial statements.
- Provide sufficient opportunity for the independent auditors to meet with
the members of the Audit Committee without members of management present.
Among the items to be discussed in these meetings are the independent
auditors' evaluation of the Company's financial, accounting, and the
cooperation that the independent auditors received during the course of
their audit and reviews.
- Review at least annually with management the Company's accounting and
financial human resources and succession planning.
- Report the results of the annual audit to the Board of Directors. If
requested by the Board, invite the independent auditors to attend the
full Board of Directors meeting to assist in reporting the results of the
annual audit or to answer other directors' questions (alternatively, the
other directors, particularly the other independent directors, may be
invited to attend the Audit Committee meeting during which the results of
the annual audit are reviewed).
- On an annual basis, obtain from the independent auditors a written
communication delineating their relationships and professional services
as required by Independence Standards Board Standard No. 1, "Independence
Discussions with Audit Committees." In addition, review with the
independent auditors the nature and scope of any disclosed relationships
or professional services and take, or recommend that the Board of
Directors take appropriate action to ensure the continuing independence
of the auditors.
- Submit the minutes of all meetings of the Audit Committee to the Board of
Directors.
- Investigate any matter brought to its attention within the scope of its
duties, with the power to retain outside counsel for this purpose if, in
its judgment, that is appropriate.
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THOMAS GROUP, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
PROXY
The undersigned hereby appoint(s) John R. Hamann with full power of
substitution, proxies of the undersigned, with all the powers that the
undersigned would possess if personally present to cast all votes that the
undersigned would be entitled to vote at the Annual Meeting of Stockholders of
Thomas Group, Inc. (the "Company") to be held on Wednesday, August 22, 2001, at
the principal executive offices of the Company, 5221 N. O'Connor Boulevard,
Suite 500, Irving, Texas at 9:00 A.M., Dallas time, and any and all adjournments
or postponements thereof (the "Annual Meeting"), including (without limiting the
generality of the foregoing) to vote and act as follows:
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE DIRECTORS SET FORTH BELOW.
(Change of Address)
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(If you have written in the above
space, please mark the corresponding
box on the reverse side of this
card.)
Please complete, date, sign and mail this Proxy promptly in the enclosed
envelope. No postage is required for mailing in the United States.
SEE REVERSE
SIDE
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o FOLD AND DETACH HERE o
20
THOMAS GROUP, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [ ]
FOR WITHHELD FOR ALL
ALL ALL EXCEPT
1. Election of Directors, Nominees:
01 JOHN T. CHAIN, JR., 02 RICHARD A. FREYTAG, [ ] [ ] [ ]
03 JOHN R. HAMANN, 04 JAMES E. DYKES,
05 DAVID B. MATHIS, 06 TIMOTHY G. CAFFREY
-----------------
Nominee Exception
In his discretion, the proxy is authorized to vote upon such other business as
may properly come before the Annual Meeting. This Proxy will be voted at the
Annual Meeting or any adjournment or postponement thereof as specified. If no
specifications are made, this Proxy will be voted FOR the election of directors.
This Proxy hereby revokes all prior proxies given with respect to the shares of
the undersigned.
Change of Address [ ]
SIGNATURE(S) DATE
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SIGNATURE(S) DATE
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NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
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o FOLD AND DETACH HERE o