Marc McConnell
About Marc McConnell
Marc H. McConnell, age 46, is Chairman, President and CEO of Art’s-Way Manufacturing (appointed CEO on October 4, 2024) and has served on the Board since 2001; he was Vice Chairman from 2008–2015 and Chairman since 2015 . He is President of Bauer Corporation and McConnell Holdings and serves on external financial services boards, including Capital Bancorp, Inc. and Capital Bank, N.A.; previously Dogwood State Bank; he also holds leadership roles in industry associations (American Ladder Institute; Farm Equipment Manufacturers Association) . The Board determined he is not independent given executive status and control of the largest shareholder (McConnell Legacy Investments LLC), and appointed a presiding independent director for executive sessions to mitigate combined CEO/Chair governance risks . Company performance under his current oversight shows revenue contraction in FY2024 driven by ag-cycle headwinds and interest rates, but improved profitability in the Modular Buildings segment and positive consolidated net income including discontinued operations; pay-versus-performance disclosure reflects alignment with cumulative TSR and net income trends .
Company Performance (context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $25,646,152* | $30,280,957 | $24,499,371 |
| EBITDA ($USD) | $1,265,736* | $2,305,606* | $1,328,701* |
| Net Income ($USD) | $97,797* | $266,969 | $307,375 |
Values retrieved from S&P Global for asterisked cells. Revenue and net income figures with citations reflect S&P Global alignment to company disclosures.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Art’s-Way Manufacturing | Director | 2001–present | Long-tenure governance continuity and industry insight |
| Art’s-Way Manufacturing | Vice Chairman | 2008–2015 | Transition leadership, strategic guidance |
| Art’s-Way Manufacturing | Chairman | 2015–present | Board leadership, strategy setting |
| Art’s-Way Manufacturing | President & CEO | Oct 2024–present | Combined leadership in cost control and segment strategy |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Capital Bancorp, Inc. | Director | Appointed Oct 1, 2024 | Banking governance; finance network |
| Capital Bank, N.A. (subsidiary of Capital Bancorp) | Director | Since Oct 2024 | Banking operations oversight |
| Dogwood State Bank | Director | 2019–Aug 2024 | Regional banking experience |
| American Ladder Institute | Director; President | Director since 2004; President 2006–2010 | Industry leadership and standards |
| Farm Equipment Manufacturers Association | Director; President; Treasurer | Director since 2007; President 2013–2014; Treasurer 2015–2016 | Sector advocacy; peer network |
Fixed Compensation
| Component | FY 2024 Amount | FY 2025 Framework | Notes |
|---|---|---|---|
| Chairman cash retainer (pre-CEO) | $267,750 | N/A | Paid monthly installments in FY2024 |
| Base salary (CEO/Chairman) | $275,000 annualized (effective Dec 1, 2024) | Continues | Salary replaced retainer; director stock awards continue |
| Discretionary bonus | $30,000 (FY2024) | Board discretion | Recognized for debt retirement and leadership during agriculture downturn |
| Director equity (fully vested RS) | 5,000 shares (FY2024) | Annual grant raised to 3,500 shares upon reelection in FY2025 | Quarterly 1,000 share grants continued in FY2024 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| EBITDA (Company-wide) | Not disclosed | FY2024 EBITDA targets | Not disclosed | Not disclosed for Marc (FY2024 plan); discretionary bonus paid $30,000 | N/A |
| Debt retirement | Not disclosed | Defined objective | Achieved (Board recognized) | Discretionary bonus $30,000 | N/A |
| Strategic objectives (growth/operations) | Not disclosed | Defined objectives | Not disclosed | Not disclosed | N/A |
Additional incentive frameworks:
- Maximum possible cash incentive (FY2024): $93,713 (35% of annual base retainer)
- Maximum possible cash incentive (FY2025): $93,713 (35% of annual base retainer)
- Company does not use compensation consultants; CEO recuses from decisions on his own pay .
Equity Ownership & Alignment
| Beneficial Ownership (as of Mar 7, 2025) | Shares | % Outstanding |
|---|---|---|
| Marc H. McConnell | 2,380,899 | 46.8% (based on 5,086,584 shares outstanding) |
| McConnell Legacy Investments LLC (largest holder; managed by Marc) | 2,149,819 included in Marc’s beneficial ownership | Included |
Breakdown and alignment details:
- Holdings include 214,500 shares directly; 2,149,819 via McConnell Legacy Investments LLC (Marc as managing member with voting control); 10,000 shares held indirectly by children; 5,580 in IRAs; and 2,000 shares underlying options exercisable within 60 days .
- Unvested restricted stock (as of FY2024 year-end): 8,333; 16,666; 20,000 shares; market values computed at $1.70 close on Nov 29, 2024 .
- Options: 2,000 exercisable, strike $4.70, expiring 04/22/2025 (out-of-the-money versus $1.70 year-end price) .
- Vesting schedules:
- 8,333 RS lapse: vested Jan 27, 2025
- 16,666 RS lapse: 8,333 vested Jan 26, 2025; 8,333 vest Jan 26, 2026
- 20,000 RS (granted Feb 7, 2024): 6,666 vested Feb 7, 2025; 6,667 vest Feb 7, 2026; 6,667 vest Feb 7, 2027
- 20,000 RS (granted Jan 24, 2025): 6,666 vest Jan 24, 2026; 6,667 vest Jan 24, 2027; 6,667 vest Jan 24, 2028
- Anti-hedging: No formal written policy; directors and NEOs confirmed no hedging transactions; pledging not disclosed .
- Equity plans: 2011 and 2020 plans; 204,679 shares remaining available under plans as of Nov 30, 2024 .
Employment Terms
| Term | Detail |
|---|---|
| CEO appointment | Appointed President and CEO effective Oct 4, 2024 |
| Compensation transition | Salary of $275,000/year began Dec 1, 2024; retainer discontinued |
| Equity awards | 20,000 RS granted Feb 7, 2024 (three-year vest); 20,000 RS granted Jan 24, 2025 (three-year vest) |
| Clawback | Board-adopted clawback policy compliant with SEC/Nasdaq (three-year look-back on erroneous incentive comp) |
| Non-compete/Severance/COC | Not disclosed for Marc McConnell in proxy/8-Ks; CEO predecessor’s severance terms provided (12 weeks salary; COBRA contribution) for context |
Board Governance
- Independence: All directors are independent under Nasdaq Rule 5605 except Marc McConnell; Board appointed Randall C. Ramsey as presiding director for executive sessions in 2025 .
- Committees:
- Audit: Chair Thomas E. Buffamante; members Westendorf, White; 5 meetings in FY2024; Buffamante and White deemed “financial experts” .
- Compensation: Chair David A. White; members Buffamante, Westendorf; 1 meeting in FY2024; no compensation consultants; CEO recuses from his compensation .
- Nominating/Governance: Full Board, with only independent directors participating in nominee recommendations .
- Attendance: FY2024 Board held four formal meetings and two update calls; directors had 100% attendance except Ramsey missed March 2024 update call .
- Director compensation policy: $24,000 annual cash retainer (committee chairs +$4,000); quarterly 1,000 fully-vested shares and annual 1,000 shares (raised to 3,500 upon reelection in FY2025) .
Compensation Structure Analysis
- Shift to salary from retainer reflects role consolidation (Chairman + CEO) and cost control priorities; continued use of RS grants with time-based vesting (lower risk than options) .
- Incentive design emphasizes EBITDA, debt retirement, and strategic objectives with discretionary overlays; no use of external consultants, indicating internal control over pay decisions .
- Options are de-emphasized and legacy only (no new options since 2015), reducing repricing risk; timing policy confirms no awards are timed to MNPI .
Say-on-Pay & Shareholder Feedback
| Year | Approval % |
|---|---|
| 2023 | 97.1% |
| 2024 | 95.3% |
Board recommends annual advisory vote frequency on NEO pay .
Related Party Transactions (Alignment and Red Flags)
- Trust related to the Estate of former Vice Chairman J. Ward McConnell (partial owner of McConnell Legacy Investments LLC) guarantees ~38% of a $2.6M Bank Midwest term loan; receives a 2% fee on guaranteed amount (fees: $16,102 in FY2023; $15,193 in FY2024) .
- Largest shareholder influence: McConnell Legacy Investments LLC beneficially owns ~42% of shares; Marc controls voting/dispositive power (governance concentration) .
Risk Indicators & Red Flags
- Combined CEO/Chairman role; not independent; mitigated by presiding director structure .
- High ownership concentration via McConnell Legacy Investments LLC may amplify control risk and related-party sensitivities .
- Absence of formal written anti-hedging policy (though confirmations provided); no pledging disclosed .
- Section 16 reporting: one untimely Form 4 for quarterly director grants; also tax-withholding related Form 4 timing issues for executives .
Investment Implications
- Alignment: Very high beneficial ownership (46.8%) and multi-year RS vesting schedules tie Marc’s economics to share value; options are minimal and out-of-the-money, reducing near-term exercise pressure .
- Incentives: Focus on EBITDA, debt retirement, and strategic goals aligns with FY2024 pivots toward liquidity and overhead reduction; discretionary bonuses are used to recognize execution in adverse cycles .
- Governance: Combined CEO/Chair structure increases key-person and oversight risk; presiding director and independent committees partially mitigate; related-party debt guarantee warrants monitoring for conflicts and fees .
- Trading signals: Scheduled RS vesting dates (Jan 24/26/27 and Feb 7 in 2025–2028) may create incremental supply; lack of new option awards reduces dilution risk; watch for Form 4 activity around vesting and any changes to director equity grant sizes .
Note: Company performance table includes values retrieved from S&P Global for asterisked cells; cited figures align to company disclosures where provided.