Matthew Westendorf
About Matthew Westendorf
Independent director since 2021; age 54 as of the 2025 annual meeting. President of Westendorf Manufacturing Co., Inc. (front‑end loaders; Onawa, IA) since 2006, with prior leadership roles including President of the Farm Equipment Manufacturers Association (FEMA) in 2021 and board service at Jack Rabbit Manufacturing. The Board cites his operating leadership in manufacturing as core credentials contributing to operational and strategic oversight. He is independent under Nasdaq Rule 5605; served as the presiding independent director over executive sessions in 2024, with that role transitioning to Randall Ramsey in 2025. Attendance was 100% in fiscal 2024; he missed one Board meeting in January 2023 due to travel disruptions.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Westendorf Manufacturing Co., Inc. | President | 2006–present | Operational leadership; manufacturing expertise leveraged for ARTW strategy |
| Farm Equipment Manufacturers Association | Executive Board; President | 2014–2023; President 2021 | Industry leadership; network and sector insights |
| Jack Rabbit Manufacturing | Director | Not disclosed; serving prior to 2025 | Private company board experience |
External Roles
| Organization | Role | Public/Private | Governance Relevance |
|---|---|---|---|
| Westendorf Manufacturing Co., Inc. | President | Private | Sector operator; potential industry overlap with ARTW (no related‑party transactions disclosed) |
| Farm Equipment Manufacturers Association | Executive Board; President (2021) | Trade association | Policy/industry perspective; network breadth |
| Jack Rabbit Manufacturing | Director | Private | Board experience; exposure to manufacturing governance |
Board Governance
- Independence: Independent under Nasdaq Rule 5605; all directors except the CEO/Chairman (Marc McConnell) are independent.
- Committees:
- Audit Committee member (Chair: Thomas Buffamante); all members independent; committee held 5 meetings in FY2024.
- Compensation Committee member (Chair: David White); all members independent; committee held 1 meeting in FY2024.
- Nominating/Governance: Board acts as the committee; nominees recommended by independent directors only.
- Leadership: Presiding independent director over executive sessions in 2024; role assigned to Randall Ramsey beginning in 2025.
- Attendance: Board held four formal meetings and two update calls in FY2024; Westendorf had 100% attendance in FY2024. He missed one Board meeting in January 2023.
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fee ($) | Meeting Fees | Equity Grants (# of shares) | Stock Awards Fair Value ($) | Notes |
|---|---|---|---|---|---|---|
| 2024 | 24,000 | 0 (not a chair) | None | 5,000 fully vested (1,000 each quarter + 1,000 at annual meeting) | 9,470 | Quarterly grant dates/values: Feb 29 $1.97, Apr 23 $1.99, May 31 $1.74, Aug 31 $2.07, Nov 30 $1.70 per share |
| 2023 | 24,000 | 0 (not a chair) | None | 5,000 fully vested (same cadence) | 12,040 | Policy: annual + quarterly fully vested grants under 2020 Plan |
Director compensation policy: $24,000 annual retainer (non‑chair); Audit/Comp chairs receive additional $4,000; no meeting or attendance fees; directors may elect fully‑vested stock in lieu of cash. In 2025, the annual fully‑vested stock grant upon re‑election increased from 1,000 to 3,500 shares.
Performance Compensation
- No performance‑based elements disclosed for director pay (director equity is fully vested; no options granted in 2023–2024; no performance metrics tied to director compensation).
| Performance Metric | Applies to Director Compensation? | Evidence/Notes |
|---|---|---|
| EBITDA, TSR, ESG targets | No | Director compensation described as fixed retainer + fully‑vested stock; no performance linkage disclosed |
| Options with performance vesting | No | Company “has not issued stock options since 2015” and none to directors in FY2023–2024 |
Other Directorships & Interlocks
| Company/Entity | Role | Committee Roles (if any) | Interlock/Overlap |
|---|---|---|---|
| Westendorf Manufacturing Co., Inc. | President | Not disclosed | Farm equipment manufacturing overlap; no transactions with ARTW disclosed |
| Jack Rabbit Manufacturing | Director | Not disclosed | Private manufacturing; no transactions with ARTW disclosed |
| Farm Equipment Manufacturers Association | Executive Board; President (2021) | Not applicable | Industry association; non‑issuer governance role |
Expertise & Qualifications
- Manufacturing operations leadership (President since 2006) providing practical insight into production, supply chain, and strategy.
- Industry governance and networking through FEMA executive board and presidency (2021).
- Board experience at Jack Rabbit Manufacturing.
- Board regards his operational perspective as valuable to ARTW’s strategic direction.
Equity Ownership
| As of Date | Total Beneficial Ownership (shares) | % of Shares Outstanding | Options (exercisable/unexercisable) | Pledged Shares | Hedging/Pledging Policy |
|---|---|---|---|---|---|
| March 7, 2025 | 20,000 | <1% (Company footnote) | None disclosed for Westendorf | None disclosed | Directors confirmed no hedging; no written anti‑hedging policy; no pledging disclosed |
ARTW’s insider trading policy and anti‑hedging disclosure: directors report no hedging transactions; policy filed with 10‑K exhibits.
Insider Trades and Section 16 Compliance
| Year | Filing | Description | Note |
|---|---|---|---|
| FY2024 | Form 4 | One quarterly director stock grant reported late (untimely filing) | Procedural compliance issue; common across multiple directors |
| FY2023 | Form 4 | One quarterly director stock grant reported late (untimely filing) | Procedural compliance issue; noted for several directors |
Related‑Party Exposure
- No related‑party transactions involving Westendorf disclosed. The only related‑party item is a loan guarantee fee paid to a trust affiliated with the largest shareholder (McConnell Legacy Investments), unrelated to Westendorf.
Say‑on‑Pay & Investor Sentiment (context)
- Say‑on‑pay approval: 95.3% in 2024; 97.1% in 2023—indicates broad investor support for compensation practices.
Governance Assessment
- Positives: Independent status; active committee roles (Audit and Compensation); 100% attendance in FY2024; prior presiding independent director role reflects Board confidence; equity ownership aligns incentives; no pledging/hedging disclosed; no related‑party transactions involving Westendorf.
- Watch items:
- Minor compliance: untimely Form 4 for routine director grants in FY2023–FY2024—procedural but worth monitoring for improvement.
- Industry overlap: Westendorf’s leadership at a farm equipment manufacturer suggests potential competitive/interlock considerations; ARTW discloses no transactions, but continued monitoring for procurement/customer relationships is prudent.
- Signals: 2025 increase to annual director equity grant upon reelection (3,500 shares) modestly shifts director pay mix toward equity, supporting alignment; however, director equity is fully vested (not performance‑linked), which favors retention/ownership over explicit pay‑for‑performance at the director level.