William Leimkuhler
About William F. Leimkuhler
Independent director (age 73) serving on Argan, Inc.’s Board since 2007; appointed Chairman of the Board in August 2022, with the lead independent director role eliminated at that time . Background includes senior finance and legal executive roles: Senior Vice President at Mutualink (2021–2024) and CFO (2017–2021), General Counsel/Business Development at Paice LLC (1999–2023), and General Counsel at Allen & Company LLC (1994–1999) . He brings legal, corporate governance, financial reporting, and transaction expertise; current committee memberships include Executive (Chair), Compensation, and Nominating/Corporate Governance, and he is classified as independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mutualink, Inc. | Senior Vice President | 2021–2024 | Senior leadership in communications interoperability; prior CFO role indicates deep finance oversight |
| Mutualink, Inc. | Chief Financial Officer | 2017–2021 | Finance leadership for public safety/critical infrastructure provider |
| Paice LLC | General Counsel & Director of Business Development | 1999–2023 | Legal/IP and commercial transactions for hybrid powertrains developer |
| Allen & Company LLC | General Counsel; other roles | 1994–1999 | Legal executive in investment banking; governance and transactions experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Power Systems Corp. | Director; Chairman of the Board | Director 2012–2019; Chairman from 2013 | Served on audit and compensation committees; power/renewables exposure |
| Elite Health Systems Inc. (OTC: USNU) | Director | Current | Managed care business; ongoing external public-company board role |
Board Governance
- Independence: Listed as an independent director; Board counts seven of nine members as independent, and all Audit, Compensation, and Nominating/Corporate Governance committees are fully independent .
- Committee assignments: Executive Committee Chair; member of Compensation and Nominating/Corporate Governance Committees .
- Attendance: Fiscal 2025 Board met four times; all current members attended all Board and committee meetings except one director (not Mr. Leimkuhler) who missed two Board meetings; committee average attendance was 100% (Compensation: 5 meetings; Nominating/Corporate Governance: 1 meeting) .
- Engagement: Presented Lisa L. Alexander to Nominating/Corporate Governance Committee; Board and committee interviews led to her nomination in April 2025 .
- Governance structure nuance: Company bylaws provide the CEO presides at Board meetings; Board emphasizes Chairman oversight and monthly reporting by the CEO to the Chairman to maintain accountability and independence .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Annual base director fee | $35,000 | $40,000 (effective during FY 2025 period); increased to $50,000 effective Feb 1, 2025 |
| Chairman of the Board additional fee | $65,000 | $65,000 |
| Audit Committee membership fee | $5,000 (members); $10,000 (chair) | $6,000 (members); $10,000 (chair) |
| Leimkuhler “Fees” line item (reported) | $100,000 | $105,000 |
Notes:
- Leimkuhler is not on the Audit Committee; his fee totals reflect base plus Chairman fee in each year .
Performance Compensation
| Component | FY 2024 | FY 2025 | Award Structure / Metrics |
|---|---|---|---|
| Stock option awards (fair value) | $13,727 | $0 (no option award reported) | Director options eligible, vesting standard; no director-specific performance metrics disclosed |
| RSU awards (fair value) | $109,250 | $55,977 | Directors eligible for RSUs; proxy does not disclose director RSU performance criteria—awards appear time-based |
- Compensation structure signals: Shift away from options to RSUs and cash; base fee increased while equity grant values decreased, suggesting lower option risk and more predictable compensation; director equity awards are not tied to NEO performance metrics (EPRSUs/PRSUs/RRSUs apply to executives, not directors) .
Other Directorships & Interlocks
| Person/Entity | Interlock/Connection | Governance Consideration |
|---|---|---|
| Allen & Company | Leimkuhler previously held GC role at Allen; Director James W. Quinn is current Managing Director at Allen | Network overlap without disclosed related-party transactions at AGX; monitor for potential conflicts if Allen-related transactions arise |
| Northern Power Systems Corp. | Prior chair/director (2012–2019) | Relevant industry/committee experience; no current AGX transactions disclosed |
Expertise & Qualifications
- Legal, corporate governance, and financial reporting expertise from senior roles at Mutualink, Paice, and Allen; advisory to technology firms on corporate/commercial/IP matters .
- Board leadership experience including prior chairmanship at Northern Power Systems and current Chairman role at AGX .
- Skills matrix identifies him with accounting/finance, industry, strategic execution, risk management, talent/compensation, and corporate governance skills .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notable Instruments |
|---|---|---|---|
| William F. Leimkuhler | 99,278 | <1% of 13,634,214 outstanding | Includes fully vested options to purchase 58,834 shares |
- Stock ownership guidelines: Board established guidelines for NEOs and non-employee directors to align interests; timeline to meet guidelines is five years; specific director multiples not disclosed .
- Pledging/Hedging: No pledging or hedging by Leimkuhler disclosed in proxy .
Governance Assessment
- Strengths: Independent status; Chairman of the Board; Executive Committee Chair; 100% attendance; active role in director recruitment; participation in investor outreach (top-25 holders representing ~62% of shares engaged, with Leimkuhler and CEO leading discussions) .
- Alignment: Meaningful beneficial ownership including fully vested options; director equity grants exist but are not performance-based; ownership guidelines in place for directors .
- Compensation mix trend: Year-over-year reduction in total director compensation ($222,977 → $160,977) driven by lower equity grant values and eliminated options; base fee increased effective Feb 1, 2025, indicating modest shift towards cash retainers but with reduced equity value—generally shareholder-friendly vs option-heavy past practice .
- Board structure watchpoints: CEO presides at Board meetings per bylaws, mitigated by Chairman oversight and monthly reporting; outreach feedback highlighted interest in Board tenure/composition and succession planning—relevant given Leimkuhler’s long tenure since 2007 .
- Say-on-Pay context: 94% approval in prior year; Compensation Committee (of which Leimkuhler is a member) maintains investor outreach and performance-linked executive awards (EPRSUs/PRSUs/RRSUs/TRSUs)—supports investor confidence .
- Related-party and legal risk: No legal proceedings involving directors/officers over last ten years; no material related-party transactions involving Leimkuhler; Section 16 compliance noted with no exceptions for Leimkuhler .
RED FLAGS
- None material disclosed for Leimkuhler: no attendance issues, no related-party transactions, no pledging/hedging, and high say-on-pay support backdrop .
- Monitoring items: Network overlap with Allen & Company via Director Quinn (no transactions disclosed); long tenure amid investor attention to Board composition .
Director Compensation (Detail)
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Fees (Leimkuhler) | $100,000 | $105,000 |
| Stock Option Awards (fair value) | $13,727 | $0 |
| RSU Awards (fair value) | $109,250 | $55,977 |
| Total Compensation | $222,977 | $160,977 |
Attendance & Committees (FY 2025)
| Committee | Role | Meetings | Attendance |
|---|---|---|---|
| Executive | Chair | Not separately enumerated | Board-level leadership; CEO reports to Chairman monthly |
| Compensation | Member | 5 | 100% average director attendance |
| Nominating/Corporate Governance | Member | 1 | 100% average director attendance |
| Board of Directors | Chairman | 4 | All current Board members present; one director (not Leimkuhler) missed two meetings |
Insider Trades
| Period | Notable Filings | Notes |
|---|---|---|
| FY 2025 | Section 16 compliance reviewed | No exceptions for Leimkuhler; overall timely filings except two cases unrelated to Leimkuhler |
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: 94% approval last year; Board seeks continued approval in 2025 .
- Ongoing outreach: Structured investor engagement with top holders; Leimkuhler and CEO led February 2025 discussions focusing on succession, retention, board composition, risk oversight, and capital allocation .
Compensation Committee Analysis (Context)
- Committee: Quinn (Chair), Flanders, Leimkuhler—100% independent; 5 meetings in Fiscal 2025; responsibilities span cash/equity decisions, plan oversight, employment/severance agreements, and shareholder outreach .
- Practices: Reduced reliance on options; increased use of performance-linked RSUs for executives (EPRSUs/PRSUs/RRSUs) with three-year horizons; independent directors approve all equity awards; stock ownership guidelines in place .
Related Party Transactions
- None disclosed involving Leimkuhler; only notable related-party transaction in the period was Company’s repurchase of 73,000 shares from former CEO/director Bosselmann for ~$3.2M in FY 2024 .
Conclusion
Leimkuhler’s long tenure, independence, Chair role, full attendance, and active investor engagement support board effectiveness; compensation trends show reduced option exposure and moderate equity grants, aligning with evolving best practices and strong say-on-pay support . Network overlap with Allen & Company via Director Quinn warrants monitoring, though no related-party dealings are disclosed; bylaws with CEO presiding at Board meetings are mitigated by Chairman oversight and structured reporting .