David White
About David A. White
David A. White (age 72 as of the 2025 annual meeting) is an independent director at Art’s-Way Manufacturing Co., Inc. (ARTW), serving since December 2016. He is a corporate director and General Partner of First Call Services LLC, with prior senior financial and operating roles at John Labatt Limited, Lawson Mardon Group Inc., and Laidlaw Inc.; he was CEO of American Student Transportation Partners, CEO of TransCare Inc., and President & COO of Student Transportation of America (TSX-listed). White holds a BA (University of Western Ontario), MBA (University of Toronto), is a Canadian Chartered Accountant (since 1978), and received the ICD.D designation in 2013 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| John Labatt Limited; Lawson Mardon Group Inc.; Laidlaw Inc. | Senior financial and operating roles | Not disclosed | Built finance and operational expertise applicable to audit oversight |
| American Student Transportation Partners | Chief Executive Officer; Board member | Active; CEO noted (prior-doc cites April 2021) | Led operating company; governance oversight |
| TransCare Inc. | Chief Executive Officer | 2008–April 2012 | Executive leadership in transportation operations |
| Student Transportation of America (TSX-listed) | President & Chief Operating Officer | 2005–2007 | Public-company operating leadership |
External Roles
| Organization | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| Ag Growth International Inc. (TSX: AFN) | Director | Public (TSX) | Farm equipment manufacturer; current board service |
| Patient Care Logistics Solutions | Director | Private | Prior/current service disclosed in earlier proxy |
| Avicanna Inc. | Director (former) | Public (Canada) | Former board service |
| Sunrise Transportation Holdings LLC | Director (past) | Private | 2015–July 2018 |
Board Governance
- Independence: The Board determined all directors except the CEO/Chair (Marc McConnell) are independent under Nasdaq Rule 5605; David A. White is independent .
- Committees: Audit Committee member; Compensation Committee Chair (independent) .
- Financial Expert: The Board designated David A. White as an “audit committee financial expert” under SEC rules .
- Attendance: FY2024—each director attended 100% of Board and committee meetings except one missed update call by another director; FY2023—100% except one missed meeting by another director; FY2022—White missed one Board meeting due to illness (otherwise 100%) .
- Executive sessions: A presiding independent director leads executive sessions (FY2025: Randall C. Ramsey; FY2024: Matthew N. Westendorf) .
| Committee | FY2022 | FY2023 | FY2024 | FY2025 (composition noted) |
|---|---|---|---|---|
| Audit Committee | Members: Buffamante (Chair), Westendorf, White; 5 meetings | Same members; 5 meetings | Same members; 5 meetings | Same members; composition continues |
| Compensation Committee | Members: White (Chair), Buffamante, Westendorf; 1 meeting | Same members; 1 meeting | Same members; 1 meeting | Same members; composition continues |
Fixed Compensation
Director pay at ARTW is primarily cash retainers plus fully-vested stock grants; no meeting fees. Chair roles earn an additional cash retainer.
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Annual director cash retainer | $24,000 | $24,000 | $24,000 |
| Committee chair cash retainer (Compensation Committee) | $4,000 | $4,000 | $4,000 |
| David A. White — Fees Earned or Paid in Cash | $28,000 | $28,000 | $28,000 |
| Equity Grants (Fully Vested) | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Annual meeting grant (shares) | 1,000 shares | 1,000 shares | 1,000 shares |
| Quarterly grant (shares per quarter) | 1,000 shares per quarter | 1,000 shares per quarter | 1,000 shares per quarter |
| David A. White — Stock Awards (grant-date fair value) | $14,710 | $12,040 | $9,470 |
- Policy change: For FY2025, the annual award upon reelection increased from 1,000 to 3,500 fully-vested shares .
Performance Compensation
Directors do not receive performance-based incentives at ARTW; equity grants to directors are fully vested and not tied to performance metrics, and no options were granted to directors in FY2024 or FY2023.
| Performance Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Performance-linked director pay (cash/equity) | None disclosed | None disclosed | None disclosed; fully-vested stock only |
| Options to directors (grants in year) | None | None | None |
Other Directorships & Interlocks
| Company | Relationship to ARTW | Governance signal |
|---|---|---|
| Ag Growth International Inc. (TSX: AFN) | Same broad agricultural equipment sector; external public board | Potential information interlock; monitor for conflicts across supplier/competitor landscape |
| Patient Care Logistics Solutions; Avicanna Inc.; Sunrise Transportation Holdings | Private/public boards (prior roles) | Broader network; not directly related to ARTW’s sector |
Expertise & Qualifications
- Financial oversight: Audit committee financial expert designation; Chartered Accountant since 1978 .
- Governance credentials: ICD.D designation (2013) .
- Executive operations: CEO and COO roles across transportation companies (public and private) .
- Industry relevance: Current director at Ag Growth International, a farm equipment manufacturer .
Equity Ownership
| Date (Record) | Shares Beneficially Owned | Notes |
|---|---|---|
| March 6, 2023 | 30,000 shares | As reported in FY2023 proxy |
| March 6, 2024 | 35,000 shares | As reported in FY2024 proxy |
| March 7, 2025 | 40,000 shares (held jointly with spouse) | As reported in FY2025 proxy |
- Options/derivatives: No director options outstanding for White noted in FY2024/FY2025 tables; director stock grants are fully vested .
- Hedging/pledging: Company states directors have not engaged in hedging; Company has no written anti-hedging policy .
Insider Trades
| Fiscal Year | Note |
|---|---|
| FY2024 | White untimely filed one Form 4 reporting a quarterly stock grant, along with other directors; company states all other filings complied . |
| FY2025 (covering FY2024 period) | Similar disclosure: untimely Form 4 for one transaction (quarterly grant) for multiple directors including White . |
Governance Assessment
-
Strengths:
- Independent director with deep financial expertise; formally designated audit committee financial expert .
- Active committee leadership (Compensation Committee Chair) and consistent Board engagement, with 100% meeting attendance in FY2024; minor attendance miss only in FY2022 due to illness .
- Director equity participation via regular stock grants; ownership increased from 30,000 (2023) to 40,000 (2025), supporting alignment .
- High shareholder support on Say-on-Pay indicates broader investor confidence in compensation governance (95.3% in 2024; 97.1% in 2023; 97.5% in 2022) .
-
Watch items / potential red flags:
- Section 16(a) timeliness: Untimely Form 4 filing for a routine quarterly grant in FY2024 (administrative weakness, though minor) .
- No written anti-hedging policy (Company states no hedging occurred); some governance frameworks prefer formal anti-hedging/anti-pledging policies .
- Compensation Committee does not use external compensation consultants, which can limit benchmarking rigor for executive/director pay decisions; however, committee and Board retain authority and disclose charter practices .
- Sector interlock: Board role at Ag Growth International (farm equipment) is adjacent to ARTW’s market; monitor for any related-party transactions or competitive conflicts—none disclosed to date .
Overall, White’s independence, financial expertise, and committee leadership enhance Board effectiveness at ARTW; observed administrative filing delays and lack of formal anti-hedging policy are modest governance risks to monitor .