Cynthia Flanders
About Cynthia A. Flanders
Independent director of Argan, Inc. since 2009; age 70 as of April 30, 2025 . Current committee roles: member of the Compensation Committee and Chair of the Nominating/Corporate Governance Committee; previously served on the Audit Committee prior to May 2025 . Background includes decades in commercial banking and executive management, including Global Commercial Banking Executive roles at Bank of America and service as Argan’s CFO in 2015; external governance roles include Risk Committee Chair and Audit Committee member at Forbright Bank (privately held) and senior advisor to Verit Advisors . The Board classifies her as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America | Senior roles culminating in Global Commercial Banking Executive (Mid-Atlantic) | 1975–2009 | Directed 80 client teams across 8 markets; oversight of services to 6,000+ clients |
| Argan, Inc. | Chief Financial Officer | 2015 (calendar year) | Transitional executive leadership; familiarity with company controls |
External Roles
| Organization | Role | Tenure | Governance/Committee Work |
|---|---|---|---|
| Forbright Bank (privately held) | Risk Committee Chair; Audit Committee member | Current | Risk oversight and financial reporting oversight |
| Verit Advisors LLC | Senior Advisor | Since Oct 2013 | Advisory on capital structuring and ESOP/transaction topics |
| The Profitable Idea, LLC | Co-founder | Since Apr 2021 | Entrepreneur education platform |
| Manage Fearlessly | Founder | Ongoing | Training/coaching for executives and entrepreneurs |
Board Governance
- Committee assignments: Compensation (member) and Nominating/Corporate Governance (Chair); she was on the Audit Committee before May 2025 .
- Committee activity and attendance: Compensation Committee met 5 times in FY2025; average director attendance 100%. Nominating/Corporate Governance met 1 time in FY2025; average director attendance 100% .
- Independence: The Board determined Flanders is independent under NYSE Section 303A .
- Board meetings: Board met 4 times in FY2025; all current Board members attended full Board and committee meetings except one director (Mr. Bosselmann) who missed two Board meetings .
- Governance processes: The Nominating/Corporate Governance Committee evaluates director/Board performance, maintains a pipeline, and applies conflict-of-interest screening in nominations; Flanders chairs this process .
| Committee | Role | FY2025 Meetings | Attendance |
|---|---|---|---|
| Compensation | Member | 5 | 100% average |
| Nominating/Corporate Governance | Chair | 1 | 100% average |
| Audit | Member prior to May 2025 | 5 (Audit Committee total) | 100% average (FY2025) |
Fixed Compensation
- Non-employee director cash retainer: $40,000 for FY2025, increased to $50,000 effective February 1, 2025; Audit Committee membership fee $6,000; Audit Committee Chair $10,000; Chairman of the Board receives an additional $65,000 .
- Flanders’ FY2025 director compensation: $46,000 fees, $55,977 RSU award fair value; total $101,977; no option awards .
| Component (FY2025) | Amount |
|---|---|
| Director Fees (cash) | $46,000 |
| Stock Option Awards (grant-date fair value) | $0 |
| Restricted Stock Unit Awards (grant-date fair value) | $55,977 |
| All Other Compensation | $0 |
| Total | $101,977 |
Performance Compensation
- Director equity is disclosed as RSUs (and eligibility for options); no performance metrics or payout scales are specified for director RSUs in the proxy. Awards are shown as grant-date fair value; no director-specific performance criteria disclosed (skip) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Forbright Bank | Private | Risk Committee Chair; Audit Committee member | No related-party transactions involving Flanders disclosed since FY2023 |
| Verit Advisors LLC | Private | Senior Advisor | Advisory capacity; no transactions with Argan disclosed |
| Argan, Inc. (prior role) | Public | CFO in 2015 | Historical management role; current independence affirmed by Board |
Expertise & Qualifications
- Skills matrix indicates expertise in accounting/finance, strategic planning and execution, risk management, talent management/compensation, and corporate governance .
- Commercial banking and capital structuring expertise; due diligence and financial analysis background cited in nominee profile .
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned | 88,758 (includes options exercisable within 60 days) |
| Ownership % of Outstanding | Less than 1% (*) |
| Options Included in Beneficial Ownership | 68,834 (fully vested) |
| Shares Pledged as Collateral | Prohibited by company policy; no pledges disclosed |
| Director Stock Ownership Guidelines | Minimum $400,000 of common stock (8x $50,000 fee) effective Feb 2025; Board notes most members exceed or are progressing |
Policies supporting alignment: anti-hedging and no-pledging policies apply to directors; clawback policy for incentive-based compensation adopted Oct 2023 (primarily NEOs) .
Governance Assessment
- Strengths: Long-tenured independent director with deep financial, risk, and governance expertise; chairs the nomination process, which includes conflict screening and independent candidate sourcing; perfect committee attendance metrics in FY2025; independence confirmed under NYSE rules . Director compensation structure is modest and primarily equity-linked through RSUs; no tax gross-ups on stock-based compensation per program disclosures .
- Potential conflicts: Concurrent service at Forbright Bank appears unrelated to Argan’s operating segments; proxy discloses no related-party transactions involving Flanders since FY2023 . Historical CFO role at Argan (2015) is mitigated by current independence status determined by the Board .
- Signals: Board’s adoption of stricter director ownership guidelines ($400k) and prohibition on pledging/hedging improves alignment and investor confidence; 2024 say‑on‑pay support was 94% (indicative of shareholder confidence in compensation oversight) .
Compensation Committee Analysis
- Composition: Quinn (Chair), Flanders (Member), Leimkuhler (Member); all independent; 5 meetings; 100% average attendance .
- Practices: No external compensation consultant utilized; program incorporates stockholder outreach, caps on annual cash incentives (CEO/CFO at 200% of base), performance-based equity (for NEOs) and anti‑hedging/pledging policies .
- Scope: Oversees CEO/NEO compensation, employment/severance agreements, and equity awards; evaluates effectiveness of risk-taking incentives .
Risk Indicators & Red Flags
- Legal proceedings: None involving directors/nominees in past 10 years as defined by Item 401(f) .
- Related-party transactions: None disclosed involving Flanders since FY2023; one transaction involved repurchase from Mr. Bosselmann (former CEO) in FY2024 .
- Hedging/pledging: Prohibited for directors and employees .
- Say-on-pay: Prior year approval noted at 94%, reflecting constructive investor feedback cycle .
Director Compensation Summary (FY2025)
| Item | Policy/Amount |
|---|---|
| Base annual director fee | $40,000 in FY2025; increased to $50,000 effective Feb 1, 2025 |
| Committee fees | Audit member $6,000; Audit Chair $10,000 |
| Chairman of the Board add’l fee | $65,000 |
| Equity eligibility | Options and RSUs eligible for directors |
Independence, Attendance & Engagement
- Independent director with executive sessions among independent directors held from time to time .
- Board met 4 times; committee attendance metrics at 100% averages for Compensation and Nominating/Corporate Governance; all current Board members attended Board/committee meetings except one director (Mr. Bosselmann) .
Summary Implications for Investors
- Strong governance profile: seasoned financial and risk oversight skillset; chairing nominations with conflict screens; independent; consistent attendance .
- Alignment and policies: stricter director ownership guideline introduced; anti‑hedging/pledging rules; active investor outreach reflected in compensation program improvements .
- Low conflict risk: no related-party exposure disclosed; external roles are in private banking/advisory without disclosed transactions with Argan .