Frances Klingle
About Frances Klingle
Frances R. Klingle is Chief Administrative Officer at Avalon Holdings Corporation (AWX), a role she has held since June 1998; she previously served as Controller from June 1998 to April 2002. She is 78 and holds a B.A. in French (Kent State) with postgraduate accounting studies at Youngstown State; she is the spouse of Chairman/CEO Ronald E. Klingle . Company performance context: Pay-versus-Performance disclosure shows a $100 TSR index value of $159 in 2024 (vs $90 in 2023) and Net Income of $1.318 million in 2024 (vs $(1.775) million in 2023) .
Company performance (context)
| Metric | 2023 | 2024 |
|---|---|---|
| TSR index (Value of $100) | 90 | 159 |
| Net Income ($) | (1,775,000) | 1,318,000 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avalon Holdings Corporation | Chief Administrative Officer | 1998–present | Not disclosed |
| Avalon Holdings Corporation | Controller | 1998–2002 | Not disclosed |
External Roles
- No external directorships or outside public company roles are mentioned in the executive officer disclosures or proxy biographies reviewed .
Fixed Compensation
- AWX uses a cash compensation program comprised of base salary and discretionary bonuses; increases are discretionary and based on individual performance, responsibilities, and potential, with no preset weights .
- As a Smaller Reporting Company, AWX discloses compensation for the CEO and two most highly compensated other NEOs. Frances R. Klingle (NEO) was not among the two most highly compensated NEOs in 2023–2024, so her individual base salary and bonus amounts were not itemized in the Summary Compensation Table .
Performance Compensation
- Bonuses (other than for AWMS head Kenneth McMahon) are discretionary and not tied to specific financial performance measures; McMahon’s bonus equals 8% of AWMS income before taxes (formulaic) .
- Equity: The PEO and Non-PEO NEOs received no equity awards in 2024 or 2023, and all prior options under the Long-Term Incentive Plan expired; there were no outstanding options at 12/31/2024 .
Performance incentives structure
| Metric/Instrument | Weighting | Target | Actual | Payout Determination | Vesting |
|---|---|---|---|---|---|
| Annual bonus (discretionary) | Not applicable | Not applicable | Not applicable | Discretionary evaluation (no financial formula for most execs) | Not applicable |
| Equity awards (2023–2024) | — | — | — | None granted; no outstanding awards | Not applicable |
Equity Ownership & Alignment
As of 12/31/2024, Frances R. Klingle beneficially owned 397 shares of Class A and 14,296 shares of Class B; this equals ~0.4% of all common stock and ~1.5% of total voting power (Class B has 10 votes/share) . These ownership levels were also disclosed at similar levels in prior proxies, indicating stability over time .
| Ownership (as of) | Class A Shares | Class B Shares | Percent of All Common Stock | Voting Power |
|---|---|---|---|---|
| 12/31/2021 | 397 | 14,296 | 0.4% | 1.5% |
| 12/31/2023 | 397 | 14,296 | 0.4% | 1.5% |
| 12/31/2024 | 397 | 14,296 | 0.4% | 1.5% |
Additional alignment indicators
- Outstanding options: None at 12/31/2024; all prior options under LTIP expired .
- Hedging/pledging: The proxy states AWX has not adopted practices/policies that permit hedging to offset decreases in stock value beyond its insider trading policy, which prohibits trading on MNPI and short selling; no pledging disclosures specific to executives are provided .
- Stock ownership guidelines: Not disclosed in the reviewed proxy .
Employment Terms
- Role tenure: CAO since June 1998; prior Controller 1998–2002 .
- Employment agreements, severance, and change-of-control: No specific arrangements for Frances R. Klingle are disclosed in the 2025 proxy or 2024 10-K sections reviewed; no golden parachute, severance multiples, or CIC triggers identified for her .
- Clawbacks/tax gross-ups: No executive clawback policy or gross-up provisions are disclosed in the materials reviewed .
- Non-compete/non-solicit, garden leave, post-termination consulting: Not disclosed in the materials reviewed .
Say-on-Pay and Shareholder Feedback
- 2025 Say-on-Pay Results (advisory): For 6,635,136; Against 1,376,949; Abstain 11,656; Broker non-votes 1,363,103. The proposal was approved .
| 2025 Say-on-Pay | Votes For | Votes Against | Abstentions | Broker Non-votes |
|---|---|---|---|---|
| Advisory approval | 6,635,136 | 1,376,949 | 11,656 | 1,363,103 |
Compensation Committee and Governance Context
- AWX is a controlled company; over 50% of voting power is held by Ronald E. Klingle. As such, the Compensation Committee is not all independent and includes the CEO and CFO; in 2024 its members were Havalo (Chair), R.E. Klingle, Bell, and Gordon. The committee has no charter .
- Dual-class governance: Class B carries 10 votes per share; as of March 10, 2025 there were 3,287,647 Class A and 611,784 Class B shares outstanding .
- Section 16 compliance: The company reported no delinquent filings in 2024 .
Investment Implications
- Alignment and incentives: Frances Klingle’s equity stake is modest economically (0.4%) but carries enhanced voting via Class B (1.5% voting power), creating partial alignment but not a large economic exposure; absence of equity awards in 2023–2024 reduces both upside incentive leverage and potential forced selling pressure from vesting events .
- Pay-for-performance: For most executives (including Frances), compensation relies on base salary plus discretionary bonuses, with no disclosed financial targets or weightings—this weakens explicit pay-performance linkage; only AWMS’s CEO has a formulaic bonus tied to segment pre-tax income .
- Governance risk: Controlled company status with CEO and CFO on the Compensation Committee and no committee charter presents governance and compensation oversight risks; familial relationship between the CEO and Frances adds related-party optics, though her individual compensation is not itemized due to SRC disclosure limits .
- Retention and change-of-control visibility: Lack of disclosed employment agreements, severance, or CIC protections for Frances limits visibility into retention economics and exit costs; no clawback policy is disclosed, which is below emerging best practices .
- Shareholder sentiment: Say-on-Pay passed in 2025, suggesting investors accepted the overall NEO pay framework despite the discretionary structure and governance profile .