James Quinn
About James W. Quinn
Independent director of Argan, Inc. (AGX), age 67, serving since 2003. Quinn is a Managing Director at Allen & Company LLC, with prior roles including head of the Corporate Syndicate Department and approximately ten years as CFO; he previously served as a director of Arguss Communications, Inc. (NYSE) from 1999–2002 and sits on boards of several privately held companies and charitable organizations . He is identified by the Board as independent under NYSE rules and brings deep expertise in executive compensation, M&A, capital structure, financing, strategic planning, and public company reporting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allen & Company LLC | Managing Director; formerly Head of Corporate Syndicate; CFO (~10 yrs) | Since 1982 (various roles) | Financial/investment banking leadership; capital markets and finance expertise |
| Arguss Communications, Inc. (NYSE) | Director | 1999–2002 | Telecom infrastructure governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various privately held companies (connected to Allen investments) | Director | Not disclosed | Serves on several boards in connection with Allen’s investments |
| Several charitable organizations | Director | Not disclosed | Community/charitable governance roles |
No other current public company directorships disclosed for Quinn beyond prior Arguss Communications, Inc. .
Board Governance
- Committees and roles:
- Compensation Committee: Chair; met 5 times in FY2025; average director attendance 100% .
- Nominating/Corporate Governance Committee: Member (Chair is Cynthia A. Flanders); met 1 time; average director attendance 100% .
- Executive Committee: Member; met 3 times; average director attendance 100% .
- Independence: Board determined Quinn is independent under NYSE Section 303A; independent directors meet in executive session periodically .
- Attendance: Board met 4 times in FY2025; all current members attended full Board and committee meetings or participated by phone except one director (Bosselmann) who missed two Board meetings; all directors attended last year’s annual meeting .
- Governance policies: Board governance guidelines publicly available; charters updated June 2024 to meet NYSE requirements .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual Director Fee (cash) | $40,000 | Prorated based on service duration; increased to $50,000 effective Feb 1, 2025 |
| Committee Membership Fees | $0 | Audit Committee fees: $6,000 member / $10,000 chair; Quinn is not on Audit |
| Chairman of the Board Fee | $0 | Chairman receives $65,000; Quinn is not Chairman |
| Reimbursements | — | Reimbursed reasonable meeting-related expenses |
| Director | Fees (Cash) | Total Compensation |
|---|---|---|
| James W. Quinn | $40,000 | $95,977 |
Performance Compensation
| Equity Component | FY2025 Grant Fair Value | Grant Type | Vesting/Performance |
|---|---|---|---|
| Restricted Stock Units (RSUs) | $55,977 | Director RSUs | Proxy notes directors are eligible for RSUs; specific director vesting terms not disclosed |
| Stock Options | $0 | N/A | No option awards to Quinn in FY2025 |
- Stock ownership guidelines for directors: Minimum holdings equal to 8x base annual fee; with current base at $50,000, threshold is $400,000. Most Board members have exceeded or are progressing toward the requirement (revised effective Feb 2025) .
- Clawback policy (Oct 2023): Applies to incentive-based compensation in event of restatement; Board will recoup erroneously awarded incentive comp per NYSE/SEC rules .
- Anti-hedging and no-pledging policies: Directors prohibited from hedging and pledging/margining company securities .
Other Directorships & Interlocks
| Entity | Type | Relationship to AGX | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Allen & Company LLC | Investment bank | Quinn is Managing Director | Allen & Company LLC and affiliates hold 134,000 AGX shares; Quinn disclaims beneficial ownership of those shares |
| Arguss Communications, Inc. | Public company (historical) | Prior Director (1999–2002) | Historical role; no current interlock |
Board has also determined William F. Leimkuhler is independent and he previously held roles at Allen & Company, which may indicate historical network ties but not a disclosed related-party transaction .
Expertise & Qualifications
- Financial/investment banking, executive compensation, M&A, capital structure, financing, strategic planning, public company reporting .
- Long-tenured AGX board member with institutional knowledge since 2003; independent under NYSE rules .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| James W. Quinn | 131,848 | <1% | Includes fully vested options to purchase 68,834 shares; Quinn disclaims beneficial ownership of 134,000 shares held by Allen & Company LLC and affiliates |
| Shares Pledged | — | — | Pledging prohibited by policy; no pledging disclosed |
Governance Assessment
- Board effectiveness:
- Strong engagement: Quinn chairs Compensation Committee and serves on Executive and Nominating/Corporate Governance committees, all with 100% average attendance in FY2025, supporting active oversight of pay, governance, and between-meetings decision-making .
- Independence affirmed; executive sessions held among independent directors .
- Alignment and incentives:
- Cash/equity mix for directors is modest, with RSUs providing alignment; Quinn’s FY2025 mix was ~$40k cash and ~$56k RSUs; options not used for him in FY2025 .
- Strengthened stock ownership guidelines (8x fee = $400k) enhance long-term alignment; anti-hedging/no-pledging policies reduce misalignment risks .
- Potential conflicts and related-party exposure:
- Allen & Company’s shareholdings and Quinn’s executive role are noted; Quinn expressly disclaims beneficial ownership of Allen-held shares, and no related-party transactions involving Quinn are disclosed since FY2023. Audit Committee reviews material related-party transactions; only disclosed transaction was a repurchase from former CEO in FY2024 .
- Shareholder signals:
- Prior year say‑on‑pay support at 94% suggests broad investor confidence in compensation governance practices overseen by Quinn’s committee .
RED FLAGS
- Network ties: Quinn’s senior role at Allen & Company concurrent with Allen-affiliated AGX holdings may be perceived as an interlock; mitigants include explicit beneficial ownership disclaimer, Board independence determination, and absence of related-party transactions involving Quinn .
- Committee chair fees disclosure asymmetry: Audit chair fees are specified; Compensation/Nominating chair fees not disclosed—investors may seek clarity on chair fee structures to assess incentives .
Overall, Quinn’s long tenure, committee leadership, independence status, and attendance record support governance confidence; monitoring Allen-related holdings for any transactional interactions remains prudent .