Gary Kohler
About Gary Kohler
Gary S. Kohler (age 68) has served as an Air T, Inc. director since September 2014. He is Chief Investment Officer, portfolio manager, and Managing Partner of Blue Clay Capital Management, LLC (since 2012), with prior roles as portfolio manager/partner at Whitebox Advisors (2000–2011) and portfolio manager/Vice President at Okabena Company (1984–1997), bringing deep investment and analytical expertise to the Board . Education reported externally: BA (University of Minnesota) and MBA (Cornell University, Johnson School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Clay Capital Management, LLC | Chief Investment Officer, Managing Partner, Portfolio Manager | 2012–present | Investment leadership, analytical expertise |
| Whitebox Advisors, LLC | Portfolio Manager, Partner | 2000–2011 | Multi-strategy investment management experience |
| Okabena Company | Portfolio Manager, Vice President | 1984–1997 | Private advisory; portfolio and leadership roles |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Blue Clay Capital Management, LLC | CIO, Managing Partner | Ongoing | Core current role (independence implications at Air T) |
| InstyMeds Corporation (private) | Director | Ongoing | Private healthcare dispensing company; biographical profile |
Board Governance
- Independence: The Board determined Kohler is not independent due to Air T’s December 2017 acquisition of assets of Blue Clay Capital and his employment at Blue Clay (Air T subsidiary). He receives $51,500 base salary plus variable compensation tied to management/incentive fees and is eligible for discretionary bonuses .
- Committee memberships: Audit Committee (Travis Swenson, McClung, Cabillot), Compensation (McClung, Cabillot, Travis Swenson), Nominating (Cabillot, Foudray, McClung). Kohler is not listed on any standing committee (consistent with independence standards) .
- Attendance: In FY 2025, the Board met 4 times; each director attended at least 75% of Board and committee meetings; six directors attended the prior annual meeting .
- Lead Independent Director: Raymond Cabillot, since 2019 .
- Hedging policy: As of March 2025, Air T prohibits hedging/monetization transactions in company securities by directors, officers, and employees .
Fixed Compensation
| Item | FY 2024 | FY 2025 |
|---|---|---|
| Monthly director fee (cash) | $1,500 | $1,500 |
| Meeting fee per Board/committee meeting | $750 | $750 |
| Audit Committee member monthly fee (in lieu of meeting fee) | $1,750 | $1,750 |
| Audit Committee chair monthly fee | $2,600 | $2,600 |
| Lead Independent Director stipend (monthly) | $500 | $500 |
| Gary Kohler total director compensation (cash) | $19,500 | $21,000 |
Notes:
- All director compensation was paid in cash in FY 2025 .
- Kohler is not shown as Audit Committee member/chair or Lead Independent Director; his totals align with monthly retainer plus meeting fees .
Performance Compensation
| Component | FY 2025 Details |
|---|---|
| Equity awards to directors | Not disclosed by individual; all non-employee directors as a group had options outstanding (8,750) with tranche-based market-price vesting; none vested as of June 30, 2025 . |
| Pay-for-performance metrics (directors) | None disclosed; FY 2025 director compensation was entirely cash . |
Other Directorships & Interlocks
| Company | Role | Type | Interlock Risk |
|---|---|---|---|
| Public company directorships | None disclosed for Kohler in Air T proxy | Public | N/A |
| InstyMeds Corporation | Director | Private | Limited; private healthcare firm; unrelated to core Air T businesses |
Expertise & Qualifications
- Investment management, portfolio construction, financial analysis, and multi-industry exposure over 25+ years .
- Adds depth to Board financial/investment oversight .
- Education: BA (University of Minnesota) and MBA (Cornell University, Johnson) .
Equity Ownership
| Metric | As of May 31, 2024 | As of June 30, 2025 |
|---|---|---|
| Common shares beneficially owned | 20,103 | 20,103 |
| Beneficial ownership % | Less than 1% | Less than 1% |
| Right to acquire shares within 60 days (options) | Group note: 3,750 exercisable for Mr. Foudray; Kohler not listed; as a group 3,750 | 0 shares have right to acquire within 60 days for all listed (including Kohler) |
Policy notes:
- Hedging prohibited beginning March 2025; no hedging/short sales by directors reported .
- Pledging not disclosed; no pledging details found in proxy .
Governance Assessment
- Independence and conflicts: Kohler is not independent due to employment at Blue Clay (Air T subsidiary) and compensation linked to fund fees; this creates a structural conflict and may affect perceived Board independence and investor confidence. RED FLAG: Ongoing related-party employment and variable compensation tied to subsidiary economics .
- Committee effectiveness: Kohler’s absence from Audit/Comp/Nominating aligns with independence requirements, but reduces his formal governance footprint; effectiveness depends on contribution in full Board sessions .
- Engagement: Attendance met the 75% threshold, and Board met four times in FY 2025; suggests baseline engagement .
- Ownership alignment: Kohler owns 20,103 shares (<1%); alignment exists but is modest relative to control holders (AO Partners ~50%; Farnam ~18%), which concentrate voting power among other insiders .
- Director pay mix: All cash; no director-specific performance equity disclosed for FY 2025. This limits explicit pay-for-performance signals at the director level .
- Shareholder feedback: 2025 say‑on‑pay passed with 2,034,434 “For”, 2,986 “Against”, 150 “Abstain”; say‑on‑frequency favored “Every Year” (2,031,474 votes) .
Related-Party Exposure (Kohler-specific)
- Employment agreement: Kohler serves as CIO of Blue Clay Capital Management (Air T subsidiary), receiving $51,500 base salary plus variable compensation tied to management/incentive fees, with eligibility for discretionary bonuses. This status directly drove the Board’s non-independence determination. RED FLAG: Compensation from a controlled affiliate may introduce competing incentives with shareholder interests .
Shareholder Voting Snapshot (2025)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Director elections – Kohler | 2,036,201 | 1,369 | — | 436,436 |
| Say‑on‑pay (NEO compensation) | 2,034,434 | 2,986 | 150 | 436,436 |
| Say‑on‑frequency (Every Year selected) | 2,031,474 (“Every Year”) | 2,218 (“Two Years”) | 1,477 (“Three Years”) | 436,436 |
Risk Indicators & RED FLAGS
- Not independent; ongoing financial relationship with Air T subsidiary (Blue Clay), including variable incentive-based compensation .
- Concentrated control at Board/chair/CEO level (AO Partners) and Farnam-related holdings; broader governance balance depends on independent directors’ oversight .
- No director-specific performance equity disclosed for FY 2025; director pay is fully cash, limiting pay-for-performance signaling .
Notes on Insider Trades and Ownership Detail
- Attempts to retrieve Kohler’s recent Form 4 transactions via the insider-trades skill encountered API authorization error; no Form 4 analysis could be completed at this time. We will update if access is restored. Ownership as of June 30, 2025 is shown above from the proxy .
Appendix: Committee Structure (for context)
- Audit Committee: Travis Swenson (Chair), Peter McClung, Ray Cabillot .
- Compensation Committee: Peter McClung (Chair), Ray Cabillot, Travis Swenson .
- Nominating Committee: William Foudray (Chair), Ray Cabillot, Peter McClung .