Randall Ramsey
About Randall C. Ramsey
Independent director of Art’s-Way Manufacturing (ARTW); age 62; joined the Board in April 2022. Founder and former President of Jarrett Bay Boatworks (1986–2022); currently Vice President of Operations at Safe Harbor Jarrett Bay. Served as Presiding Director over executive sessions of independent directors since 2025, reflecting a lead independent role. Background includes multiple board and industry leadership positions; Board has determined he is independent under Nasdaq Rule 5605 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jarrett Bay Boatworks | Founder and President | 1986–2022 | Led operations and growth of boatworks enterprise |
| Safe Harbor Jarrett Bay | Vice President of Operations | Current | Operational leadership post-merger/affiliation |
| Bluewater Yacht Sales | Principal and Board Member | Since 2012 merger | Governance oversight in marine sales |
| NC State University Student Aid Association | President (prior) | Prior | Led alumni/aid governance; university engagement |
| NC State University Board of Trustees | Trustee (prior) | Prior | Higher-education governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of North Carolina System Board of Governors | Board Member; Vice Chair (2018–2019); Chair (2019–2024) | 2018–2024 leadership | System-wide governance leadership |
| Big Rock Blue Marlin Tournament | Board Member; President (two terms) | Since 1987 | Industry event governance; community engagement |
| North Carolina Manufacturers Association | Board Member (past) | Past | Manufacturing industry advocacy |
| American Boat Builders & Repairers Association | Board Member (past) | Past | Marine industry standards and practices |
| Federally and State-Regulated Financial Institutions | Director (prior) | Prior | Bank governance oversight |
Board Governance
- Independence: Board comprises five members; Ramsey is independent; only Chairman/CEO Marc McConnell is non-independent .
- Lead Independent Role: Ramsey appointed Presiding Director for executive sessions of independent directors in 2025, enhancing independent oversight .
- Committee assignments: Not a member of Audit or Compensation Committees; Audit members are Buffamante (Chair), Westendorf, White; Compensation members are White (Chair), Buffamante, Westendorf .
- Nominating: Full Board acts as Nominating & Governance; independent directors recommend nominees; met once in FY2024 .
- Attendance: Board held 4 formal meetings and 2 update calls in FY2024; all directors had 100% meeting attendance except Ramsey missed a March 2024 Board update call. All directors attended the April 23, 2024 annual meeting .
Fixed Compensation (Director)
| Component | FY 2024 | Notes |
|---|---|---|
| Annual Cash Retainer | $24,000 | Standard for non-Chair directors; paid quarterly |
| Committee Chair Fees | $0 | Audit/Compensation chairs receive $4,000; Ramsey is not chair |
| Stock Awards (Fully Vested RS) | $9,470 | 5,000 shares granted across annual and quarterly grants (values below) |
| Options | $0 | Company has not used options for directors since 2015 |
| Total | $33,470 | Cash + RSU grant values |
Director stock grants detail:
| Grant Date | Shares | Grant Date Fair Value per Share | Grant Value |
|---|---|---|---|
| Feb 29, 2024 | 1,000 | $1.97 | $1,970 |
| Apr 23, 2024 (Annual Mtg) | 1,000 | $1.99 | $1,990 |
| May 31, 2024 | 1,000 | $1.74 | $1,740 |
| Aug 31, 2024 | 1,000 | $2.07 | $2,070 |
| Nov 30, 2024 | 1,000 | $1.70 | $1,700 |
| Total | 5,000 | — | $9,470 |
- Policy update: For FY2025, the Board increased the annual re-election stock grant from 1,000 to 3,500 fully vested shares, increasing equity retainer alignment (non-performance) .
Performance Compensation (Director)
- Performance-linked metrics for director compensation: None disclosed; director compensation comprises cash retainers and fully vested stock grants without performance conditions. Company states options are not currently part of compensation strategy and has not issued options since 2015 .
Other Directorships & Interlocks
| Area | Data |
|---|---|
| Current public company boards | None disclosed for Ramsey |
| Private/industry boards | UNC System Board of Governors (leadership roles), Big Rock Tournament board; prior boards in NC manufacturing and boat builders associations |
| Financial institutions | Prior director at regulated institutions; no current interlocks with ARTW suppliers/customers disclosed |
| Potential interlocks/conflicts | None disclosed involving ARTW transactions with Ramsey or his affiliated entities |
Expertise & Qualifications
- Operational leadership in manufacturing/marine businesses (Jarrett Bay, Safe Harbor Jarrett Bay); board and governance leadership across industry and higher education .
- The Board cites Ramsey’s “vast business experience in leadership and business operations” as providing insight into growth and strategic direction .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Randall C. Ramsey | 60,909 | 1.2% |
Context: Major insider ownership by Chairman/CEO Marc McConnell (46.8%) and McConnell Legacy Investments LLC (42.3%) reflects control concentration; useful for governance context, though not directly about Ramsey .
Governance Assessment
- Board effectiveness: Ramsey’s presiding director role strengthens independent oversight; however, committee influence is limited as he is not on Audit or Compensation .
- Independence & engagement: Independent status affirmed; attendance strong with one missed update call noted. Annual meeting attendance in 2024 was full .
- Alignment: Director pay mix includes modest cash and routine fully vested stock grants; FY2025 increases annual stock grant on re-election, improving ownership alignment but without performance linkage .
- Conflicts/related-party: No ARTW-related party transactions involve Ramsey; Section 16(a) note indicates an untimely Form 4 filing for quarterly stock grants—a minor compliance lapse shared by multiple directors .
- Risk indicators and red flags:
- Minor: Late Section 16 filings for one stock grant (shared issue across directors) .
- Structural: High insider/Chairman ownership concentration may limit independent influence; mitigated in part by Ramsey’s presiding director role .
- Hedging: No written anti-hedging policy, though directors affirm no hedging activity; consider formalizing policy .
Implication for investors: Ramsey adds seasoned operator and governance leadership, with enhanced independent oversight via presiding director role; limited committee seatings constrain direct influence on audit/compensation matters. No conflicts disclosed; pay is modest and equity-aligned but not performance-based, which is typical for micro-cap boards .