John Jeffrey Jr.
About John R. Jeffrey, Jr.
Independent director at Argan, Inc. (AGX), age 71, serving since 2017. A Certified Public Accountant, Jeffrey spent 40 years at Deloitte (30 years as partner) with deep expertise in public accounting, risk management, M&A, regulatory matters, and international operations; he is designated the Board’s audit committee financial expert and chairs the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Partner (30 years); total 40 years at firm | ~1977–2017 | Managing Partner for Global Japanese, Chinese, and Korean Services Groups; member of U.S. Chairman & CEO Nominating Committee (2010). Expertise in long-term construction project accounting/governance . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Clara Vista Fund I, LP (media/emerging tech) | Advisory member of Board of Directors | Since 2023 | Private investment entity, not a public company board . |
| Two New York non-profits (children’s education/enrichment) | Board member | Current | Governance roles at child-focused educational/enrichment nonprofits . |
Board Governance
| Category | Details |
|---|---|
| Independence | Board-designated independent director under NYSE Section 303A; independent directors hold executive sessions without management . |
| Committees | Audit Committee (Chair), Responsible Business Committee (Member) . |
| Audit Chair Responsibilities | Oversees integrity of financial statements, disclosure controls, ICFR, auditor independence, pre-approvals, risk (including cybersecurity), complaints/whistleblower review . |
| Financial Expert | Audit committee financial expert (Reg S-K Item 407) . |
| Attendance | Board met 4 times in FY2025; all current members attended full Board/Committee meetings except one director (Bosselmann) who missed 2 Board meetings; Audit Committee met 5 times, average attendance 100%; Responsible Business Committee met 2 times, average attendance 100% . |
| Board Structure | Chair of the Board: William F. Leimkuhler (lead independent role eliminated in 2022); CEO presides Board meetings per bylaws; 7 of 9 directors independent . |
Fixed Compensation (Director)
| Component | FY2025 Amount/Structure |
|---|---|
| Annual cash retainer | $40,000 (prorated for FY2025); increased to $50,000 effective Feb 1, 2025 . |
| Committee fees | Audit member: +$6,000; Audit Chair: +$10,000 . |
| Chairman of Board fee | +$65,000 (not applicable to Jeffrey) . |
| Equity | RSUs; options may be granted. FY2025 RSU award-date fair value for Jeffrey: $55,977 . |
| FY2025 total for Jeffrey | Cash fees $56,000; RSUs $55,977; Total $111,977 . |
Other Directorships & Interlocks
- No current public company directorships disclosed; external roles limited to private investment board advisory and two non-profits .
- No disclosed interlocks with AGX competitors/suppliers/customers .
Expertise & Qualifications
- CPA with senior public accounting background; risk management, M&A, and regulatory expertise; international market leadership (Asia-focused services groups) .
- Designated audit committee financial expert; governance and long-term construction project experience relevant to AGX’s EPC operating profile .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (incl. options exercisable ≤60 days) | 41,088 shares; <1% of shares outstanding . |
| Options included in beneficial ownership | 18,834 shares (fully vested) . |
| Estimated direct shares (beneficial less options) | ~22,254 shares (derived from table) . |
| Reference price for valuation | $136.80 per share (NYSE close Jan 31, 2025) . |
| Approx. value of direct shares (for guideline context) | ~$3.0 million at $136.80 (derived) . |
| Director stock ownership guideline | 8x annual base fee; with $50,000 base, guideline = $400,000; “most members” exceed or are on track (company-wide disclosure) . |
| Hedging/pledging | Company prohibits pledging and hedging for directors; no short-selling or derivatives trading in company stock . |
Governance Assessment
- Board effectiveness and oversight: Strong—Jeffrey chairs the Audit Committee, is the SEC-defined financial expert, and audit/risk oversight is comprehensive (ICFR, cybersecurity, auditor independence) with 100% committee attendance reported .
- Independence & alignment: Independent status affirmed; stock ownership guidelines tightened in Feb 2025 to $400,000 minimum for directors, with policies against hedging/pledging to protect alignment .
- Compensation mix (director): Balanced cash/equity; FY2025 cash $56k; RSU fair value $55,977; no perquisites disclosed; structure discourages excessive risk and promotes equity alignment .
- Conflicts/related party exposure: No related-party transactions disclosed involving Jeffrey; only reported RPT is a share repurchase from former CEO Bosselmann in FY2024; no legal proceedings for directors/officers in past 10 years .
- RED FLAGS: None identified for Jeffrey—no hedging/pledging, no RPTs, full attendance, independent role, no auditor conflict (AGX auditor is Grant Thornton since 2006) .
Implications: Jeffrey’s audit leadership, 100% attendance, and extensive accounting/regulatory background support investor confidence in financial reporting quality and risk oversight; robust anti-hedging/pledging and ownership guidelines further align director incentives with shareholders .
Appendix Tables
Director Committee Assignments and Roles
| Committee | Role | Notes |
|---|---|---|
| Audit Committee | Chair | Members: Jeffrey (Chair), Getsinger, Sweeney; FY2025 meetings: 5; avg attendance: 100% . |
| Responsible Business Committee | Member | Members (current): Sweeney (Chair), Alexander, Jeffrey, Watson; FY2025 meetings: 2; avg attendance: 100% . |
Director Compensation – FY2025
| Item | Amount |
|---|---|
| Cash fees (retainer + audit chair fee) | $56,000 . |
| RSU award-date fair value | $55,977 . |
| Stock options (director) | None granted in FY2025 table (n/a for Jeffrey) . |
| Total | $111,977 . |
Attendance – FY2025
| Meeting Type | Count | Attendance |
|---|---|---|
| Board of Directors | 4 | All current members attended; one director (Bosselmann) missed 2 Board meetings (no absence noted for Jeffrey) . |
| Audit Committee | 5 | Average attendance: 100% . |
| Responsible Business Committee | 2 | Average attendance: 100% . |
Beneficial Ownership Snapshot (as of Jan 31, 2025)
| Holder | Shares | % Outstanding |
|---|---|---|
| John R. Jeffrey, Jr. | 41,088 (incl. 18,834 options) | <1% . |
Policies Relevant to Governance Quality
- Clawback policy for incentive-based compensation (restatements) .
- Insider Trading Policy (applies to directors; prohibits trading on MNPI) .
- No pledging; anti-hedging, no short sales/derivatives .
- Director stock ownership guideline: 8x base annual fee ($400,000 at current fee) .
Citations: