Thomas Buffamante
About Thomas E. Buffamante
Thomas E. Buffamante (age 72 as of the 2025 annual meeting) is an independent director at Art’s-Way Manufacturing and a Certified Public Accountant. He has served on the Board since 2003, joined the Audit Committee in 2011, and has chaired the Audit Committee since April 2012; the Board has designated him an “audit committee financial expert.” He is a Director and stockholder of the accounting firm Buffamante Whipple Buttafaro, P.C. (since 1981) and resides in Great Valley, New York .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Art’s-Way Manufacturing (ARTW) | Director | 2003–present | Audit Committee Chair (since Apr-2012); Compensation Committee member (FY2024–FY2025) |
| Art’s-Way Manufacturing (ARTW) | Audit Committee member | 2011–present | Designated “audit committee financial expert”; committee held 5 meetings in FY2024 |
| Art’s-Way Manufacturing (ARTW) | Compensation Committee member | FY2024–FY2025 | Committee held 1 meeting in FY2024 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Buffamante Whipple Buttafaro, P.C. | Director and stockholder | 1981–present | CPA practice leadership; financial reporting and tax expertise |
Board Governance
- Independence and composition: The Board determined all directors are independent under Nasdaq Rule 5605, except CEO/Chair Marc H. McConnell. Buffamante is independent and serves as Audit Chair; he is also an “audit committee financial expert” per SEC rules .
- Committees and leadership: Audit Committee (Buffamante, Chair; Westendorf; White) held 5 meetings in FY2024; Compensation Committee (White, Chair; Buffamante; Westendorf) held 1 meeting in FY2024. The full Board acts as the Nominating and Governance Committee (independent directors recommend nominees) .
- Attendance and engagement: The Board held four formal meetings and two update calls in FY2024. Each director attended 100% of Board and committee meetings, except Randall Ramsey missed a March 2024 update call; Buffamante had 100% attendance .
- Risk oversight focus: As Audit Chair, Buffamante’s committee oversees enterprise risk in financial reporting, inventory accounting, revenue recognition, internal controls, auditor independence, and insurance/credit coverage .
- Executive sessions: Because the Chair/CEO is not independent, the Board appointed director Randall C. Ramsey as presiding director for executive sessions of independent directors in 2025 .
Fixed Compensation
| Component | Policy Detail | FY2023 | FY2024 |
|---|---|---|---|
| Cash retainer (director) | $24,000 annual cash retainer; no meeting/committee fees | $28,000 (incl. $4,000 Audit Chair fee) | $28,000 (incl. $4,000 Audit Chair fee) |
| Committee chair fee | $4,000 for Audit and Compensation Chairs | Included above | Included above |
Notes:
- Director retainers are paid quarterly and directors may elect to receive fully vested restricted stock in lieu of cash under timing parameters set by the Board .
- The Board retains authority to set director compensation based on Compensation Committee recommendations; no compensation consultant is used .
Performance Compensation
| Equity Type | Grant Mechanics (FY2024 policy) | Grant Date | Shares | Grant-date FV/Share | Total Grant-date FV |
|---|---|---|---|---|---|
| Fully-vested restricted stock | 1,000 shares at annual meeting; 1,000 shares each quarter (fully vested at grant) | 2024-02-29 | 1,000 | $1.97 | $1,970 |
| 2024-04-23 | 1,000 | $1.99 | $1,990 | ||
| 2024-05-31 | 1,000 | $1.74 | $1,740 | ||
| 2024-08-31 | 1,000 | $2.07 | $2,070 | ||
| 2024-11-30 | 1,000 | $1.70 | $1,700 | ||
| Total FY2024 | 5,000 fully-vested shares | — | 5,000 | — | $9,470 |
Additional 2025 design change:
- Starting FY2025, the Board increased the annual fully-vested restricted stock award upon reelection at the annual meeting from 1,000 to 3,500 shares (quarterly grants policy not specified as continued/ceased in that sentence) .
Performance metrics:
- Director equity awards are fully vested at grant and are not conditioned on performance metrics (no TSR/revenue/EBITDA conditions disclosed) .
Other Directorships & Interlocks
- No other public company directorships or disclosed interlocks for Buffamante; the proxy lists such affiliations for other directors but not for him .
Expertise & Qualifications
- CPA with deep financial reporting and tax expertise; Board cites his understanding of GAAP, internal control over financial reporting, disclosure controls, and oversight of tax filings/accuals as key qualifications .
- Designated “audit committee financial expert” by the Board (along with director David A. White) .
Equity Ownership
| Holder | Direct/Indirect Holdings Detail | Beneficial Ownership | Percent of Class | Notes |
|---|---|---|---|---|
| Thomas E. Buffamante | 5,000 shares individually; 47,000 shares jointly with spouse; 2,000 options exercisable within 60 days | 54,000 | 1.1% (of 5,086,584 shares outstanding) | Options all exercisable as of FY2024 year-end |
Pledging/hedging:
- The company has no written anti-hedging policy, but directors and NEOs confirmed they have not engaged in hedging transactions. No disclosure of any share pledging by directors .
Section 16 compliance:
- In FY2024, Buffamante (and several directors/officers) filed one Form 4 untimely related to the quarterly director stock grants under the policy (procedural compliance issue) .
Director Compensation (Year-over-Year)
| Metric | FY2023 | FY2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $28,000 | $28,000 |
| Stock awards ($) | $12,040 | $9,470 |
| Option awards ($) | — | — |
| Total ($) | $40,040 | $37,470 |
Options outstanding:
- 2,000 options outstanding and fully exercisable at FY2024 year-end; no director option grants in FY2024 .
Signals from Shareholder Votes
- Say-on-Pay (2024 annual meeting): Passed with 3,011,518 For; 102,759 Against; 46,856 Abstain; 874,088 Broker non-votes .
- Director election (2024): Buffamante received 3,069,340 For; 91,793 Withheld; 874,088 Broker non-votes .
- Auditor ratification (2024): Passed with 3,957,114 For; 24,851 Against; 53,256 Abstain .
Related-Party Transactions and Conflicts
- No related-party transactions identified involving Buffamante. A Board-level related-party exists: a trust tied to the estate of former vice chair J. Ward McConnell guarantees ~38% of a $2.6M term loan; fees to guarantor were $16,102 (FY2023) and $15,193 (FY2024). This involves the company’s largest shareholder (McConnell Legacy Investments LLC) but not Buffamante; Audit Committee oversees auditor independence and financial disclosures .
Governance Assessment
-
Strengths
- Long-tenured audit chair with CPA credentials and “financial expert” status aligns with ARTW’s need for rigorous financial oversight; Audit Committee met 5 times in FY2024 and provided the 10-K inclusion recommendation after PCAOB-required discussions with the external auditor .
- Independence affirmed; 100% meeting attendance in FY2024 indicates strong engagement .
- Director compensation is modest and weighted toward equity grants (fully-vested), helping align interests with shareholders; policy increased annual equity in FY2025, which may further enhance alignment at low dollar levels .
-
Watch items / potential red flags
- Procedural compliance: one untimely Form 4 filing related to routine quarterly stock grants (low-severity but notable for governance hygiene) .
- Board leadership structure: combined CEO/Chair role (as of Oct-2024) necessitates strong independent oversight; the Board appointed a presiding director, but continued vigilance by Buffamante as Audit Chair is critical .
- Related-party loan guarantee with controlling shareholder interests exists at the company level (not tied to Buffamante), requiring robust independent director scrutiny at the Audit Committee and Board .
- Hedging policy: no formal written anti-hedging policy (though directors attest to no hedging); best practice would be to formalize the prohibition .
Overall, Buffamante’s independence, finance/accounting expertise, and consistent attendance support investor confidence in financial oversight, with minor procedural and structural governance items to monitor.