Kurtis Gramley
About Kurtis D. Gramley
Kurtis D. Gramley, 62, has served as a director of Avalon Holdings Corporation (AWX) since April 2007. He is Chairman and CEO of Edgewood Surgical Hospital (since 2004) and President/CEO of Kapital Development, LLC (since 2002); previously he led hospitality businesses (1992–2000), received a B.S. in Accounting & Finance from the University of Virginia (1985), is a Certified Public Accountant (since 1986), and worked at PriceWaterhouseCoopers . Gramley is a non-employee director (compensated under the company’s director policy) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Edgewood Surgical Hospital | Chairman & CEO | 2004–present | Executive leadership; healthcare operations |
| Kapital Development, LLC | President & CEO | 2002–present | Founding entity of Edgewood Surgical Hospital; development/finance oversight |
| Shenango Inn Enterprises, Inc. / David Mead Inn Enterprises, Inc. | President | 1992–2000 | Hospitality leadership; operations management |
| PriceWaterhouseCoopers | Audit/Accounting professional | Pre-1986 (date not specified) | Big Four training; accounting/audit foundation |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Edgewood Surgical Hospital | Chairman & CEO | Private | Healthcare facility leadership |
| Kapital Development, LLC | President & CEO | Private | Development entity for Edgewood Surgical Hospital |
Board Governance
- Board tenure and role: Director since 2007; nominee for Class A Director with one-year terms .
- Committees: Executive Committee member; Option Plan Committee member; not on Audit Committee (Coxson Chair, Gordon member) or Compensation Committee (Havalo Chair; members include Klingle, Bell, Gordon) .
- Attendance: Board held 4 meetings in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings .
- Independence regime: AWX is a “controlled company” (Mr. Klingle holds >50% voting power) and does not require a majority-independent board; Audit Committee members are independent (SEC/NYSE Amex) .
- Nominating: No nominating committee; director nominations are generally based on the controlling shareholder’s recommendations .
2025 Annual Meeting Voting Outcomes
| Item | Class | Name | Votes For | Votes Withheld | Abstentions | Broker Non-Votes |
|---|---|---|---|---|---|---|
| Election of Directors | Class A | Kurtis D. Gramley | 450,136 | 1,462,275 | 0 | 1,363,103 |
Observation: High “withhold” votes for Gramley among Class A holders may signal governance or alignment concerns .
Say-on-Pay (Advisory)
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 6,635,136 | 1,376,949 | 11,656 | 1,363,103 |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual cash retainer | $20,000 | $20,000 | Standard for non-employee directors |
| Board meeting fees | $1,000 per meeting | $1,000 per meeting | Committee meeting held on separate day: $500 |
| Total fees earned (cash) | $24,000 (Gramley) | $24,000 (Gramley) | Reflects retainer plus meeting fees |
| Stock awards | $0 | $0 | No equity grants to non-employee directors in 2023–2024 |
| Option awards | $0 | $0 | No options outstanding for non-employee directors at YE 2023–2024 |
Performance Compensation
| Component | 2023 | 2024 | Performance Metrics |
|---|---|---|---|
| Non-equity incentive plan | None | None | N/A (no performance-linked director pay disclosed) |
| Equity (RSUs/PSUs) | None | None | N/A |
The director pay mix is 100% cash for Gramley; no performance-based components were disclosed for directors .
Other Directorships & Interlocks
| Category | Disclosed Details |
|---|---|
| Current public company boards | None disclosed in AWX proxy |
| Committee roles at other public companies | None disclosed |
| Interlocks/relationships | Controlled company structure; nominations led by controlling shareholder |
Expertise & Qualifications
- CPA since 1986; B.S. Accounting & Finance (UVA, 1985); prior Big Four experience (PwC) .
- Executive leadership in healthcare facility development and management; financial and auditing background cited by the Board .
- Governance skillset: leadership and financial experience; audit/accounting literacy emphasized in director qualifications .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B |
|---|---|---|---|---|
| Kurtis D. Gramley | – (none reported) | – | – (none reported) | – |
Company-wide beneficial ownership table shows no reported AWX share ownership for Gramley as of Dec 31, 2024; some directors/officers hold de minimis amounts (“<1%”) but Gramley’s entry lists dashes .
Section 16(a) Compliance and Hedging Policy
- Section 16(a) filings: No delinquent reports in 2024, per company review .
- Hedging policy: Company has not adopted specific hedging policies for directors/employees beyond prohibiting trading on MNPI and short-selling under the insider trading policy .
Related-Party Transactions and Potential Conflicts
| Counterparty | Nature | Amount | Context |
|---|---|---|---|
| AWMS Holdings, LLC | Purchase of membership units (private placement) | $450,000 (Gramley) | AWX formed AWMS Holdings LLC to own/operate salt water injection wells; AWMS Water Solutions (AWX subsidiary) manages operations and AWMS Holdings is consolidated due to managerial control though not majority owned; Gramley (director/nominee) is considered a related party investor |
Potential conflict: As a director investing in a non-majority-owned but consolidated entity managed by an AWX subsidiary, decisions on capital allocation, fees, or distributions could raise alignment questions, even absent explicit adverse terms disclosed .
Governance Assessment
- Board/committee independence: Controlled company status means AWX does not require a majority-independent board; Compensation Committee includes insiders; only Audit Committee members are affirmed independent—reducing checks/balances on pay and nominations .
- Director elections: Gramley’s Class A vote showed high withholds (1,462,275) versus votes for (450,136), indicating low support among Class A shareholders—a signal of confidence risk for non-employee directors without clear alignment .
- Alignment and ownership: No reported AWX share ownership for Gramley; director compensation is entirely cash without equity, limiting direct alignment with shareholder returns .
- Attendance: Met the ≥75% threshold in 2024; board met four times—baseline engagement, but not a best-in-class signal .
- Nominations/leadership: No nominating committee; nominations driven by controlling shareholder; no disclosure of a lead independent director or executive session frequency .
- Hedging: Absence of a specific anti-hedging policy (beyond insider trading and short-sale prohibitions) is a governance gap versus prevailing investor-friendly practices .
- Related-party exposure: $450,000 investment in AWMS Holdings LLC by Gramley creates perceived conflict potential around subsidiary-level economics and oversight, even without adverse terms disclosed .
RED FLAGS
- Controlled company with concentrated voting power; nominations directed by controlling shareholder .
- Compensation Committee not fully independent .
- High Class A withhold vote against Gramley .
- No disclosed equity ownership by Gramley; director pay exclusively cash .
- No specific hedging policy; limited safeguards beyond insider trading policy .
- Related-party investment in AWMS Holdings LLC ($450,000) .
Positive Signals
- CPA with finance/audit expertise; healthcare operations leadership .
- Audit Committee independence maintained (though Gramley is not a member) .
- Section 16(a) compliance—no delinquent filings in 2024 .
- Consistent attendance at ≥75% threshold in 2024 .