Michael Woods

About Michael Woods

Michael W. Woods, age 38 (as of the 2025 annual meeting), has served as Chief Financial Officer of Art’s-Way Manufacturing since February 1, 2020; he joined the company in April 2016 after roles in public accounting and at XPO Logistics. He holds B.S. degrees in Accounting and Finance from Iowa State University, is a CPA (since Oct 2013), and a Certified Valuation Analyst (since June 2023) . Under his tenure, pay-versus-performance disclosures show improving performance: net income rose from $97,797 (FY2022) to $266,969 (FY2023) and $307,375 (FY2024), while the value of a $100 TSR investment improved to $82.52 by FY2024 (from $54.80 in FY2022) . Year-to-date through Q3 FY2025, the company reported approximately 20% sales growth and swung to $0.33 basic/diluted EPS for the first nine months vs. a loss in the prior year, highlighting continued operational progress .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• Annual Incentive Plan (Cash) | Fiscal Year | Metric(s) | Weighting | Target | Payout | Vesting/Timing | |---|---|---|---|---:|---| | 2025 | EBITDA, strategic company objectives, debt retirement | Not disclosed | Board-determined after FY end | Up to $31,668 max (20% of salary) | Cash after FY-end upon Board determination . | | 2024 | EBITDA and defined strategic objectives | Not disclosed | Board-determined | $15,225 | Paid after FY-end; separate discretionary bonus of $19,775 also awarded . |

• Long-term Equity Awards (Restricted Stock) | Grant Date | Type | Shares Granted | Grant-Date Fair Value ($) | Vesting Schedule | |---|---|---:|---:|---| | Jan 24, 2025 | Restricted Stock | 10,000 | — | 3,334 on Jan 24, 2026; 3,333 on Jan 24, 2027; 3,333 on Jan 24, 2028 . | | Feb 7, 2024 | Restricted Stock | 10,000 | 21,200 (FY2024 stock award value) | 3,334 on Feb 7, 2025; 3,333 on Feb 7, 2026; 3,333 on Feb 7, 2027 . |

• Equity award usage/policies

  • Company has not issued stock options since 2015; options are not a major part of strategy .
  • Compensation Committee typically meets in January regarding equity grants; no timing around MNPI; no consultants used .

Equity Ownership & Alignment

• Beneficial Ownership (as of March 7, 2025) | Name | Shares Beneficially Owned | Percent of Class | Shares Outstanding (reference) | As of | |---|---:|---|---:|---| | Michael Woods (CFO) | 44,189 | — | 5,086,584 | Mar 7, 2025 . |

• Unvested Equity Detail at FY2024 Year-End (Nov 30, 2024) | Award Tranche | Unvested Shares (#) | Market Value ($) | Next Vest Date | |---|---:|---:|---| | RS (grant with Jan 27, 2025 vest) | 2,333 | 3,966 | Jan 27, 2025 . | | RS (grant with Jan 26, 2025/2026 vest) | 4,666 | 7,932 | Jan 26, 2025; Jan 26, 2026 . | | RS (10,000 granted Feb 7, 2024) | 10,000 | 17,000 | 3,334 on Feb 7, 2025; 3,333 on Feb 7, 2026 & 2027 . |

• Options, pledging, hedging, guidelines

  • Options: None outstanding for Mr. Woods as of FY2024 year-end .
  • Hedging: Company has no written anti-hedging policy, but directors/NEOs confirmed they have not engaged in hedging transactions .
  • Insider trading policy adopted Jan 24, 2025; governs trading windows and MNPI .
  • Pledging: No pledging disclosure noted in the proxy; no specific pledging policy disclosed .
  • Ownership guidelines: Not disclosed.

• Form 16 compliance/trading cadence

  • Proxy notes one untimely Form 4 for Mr. Woods related to shares withheld to cover taxes upon RS vesting—signals routine, programmatic withholding around vest dates rather than discretionary selling .

Employment Terms

Performance & Track Record

• Pay vs. Performance (company-level) | Fiscal Year | Net Income ($) | Value of $100 TSR Investment ($) | |---|---:|---:| | 2022 | 97,797 | 54.80 | | 2023 | 266,969 | 57.91 | | 2024 | 307,375 | 82.52 |

• Recent operating momentum

  • YTD through Q3 FY2025: approximately 20% sales growth and $0.33 basic/diluted EPS vs. prior-year loss, supported by strong execution in modular buildings and project management .

Compensation Committee Analysis

• Composition/independence: Compensation Committee (2024) consisted of independent directors David A. White (Chair), Thomas E. Buffamante and Matthew N. Westendorf; all independent per Nasdaq Rule 5605 and Rule 10C-1 .
• Consultant usage: Neither the Compensation Committee nor the Board used compensation consultants in determining executive pay; executives had no role in setting their pay .
• Meetings: The Compensation Committee held one meeting in FY2024 .
• Say-on-Pay support: 95.3% approval at April 23, 2024 meeting; prior year (2023) say-on-pay approval 97.1% .

Investment Implications

• Alignment and at-risk pay: Woods’ pay mixes fixed salary with annual incentive tied to EBITDA/strategic goals plus time-based RS grants that vest through 2026–2028, aligning him to multi-year shareholder outcomes; no options suggest lower risk appetite in LTI design .
• Retention and turnover risk: Severance protection is modest (up to 8 weeks), increasing external poaching risk; however, unvested RS tranches provide retention hooks over the next 2–3 years .
• Trading pressure around vest dates: Expect predictable tax-withholding related transactions near January–February vesting dates, as evidenced by prior Form 4 related to tax withholding; discretionary selling pressure otherwise appears limited in disclosures .
• Governance safeguards: A Nasdaq-compliant clawback policy and a formal insider trading policy are in place; while there is no written anti-hedging policy, executives/NEOs confirmed no hedging activity; no pledging disclosures identified—net positive for alignment .
• Performance under tenure: Improving net income trends and stronger TSR in 2024, plus FY2025 YTD sales/EPS momentum, support pay-for-performance credibility and reduce governance overhang from compensation .