Marjorie Patterson

About Marjorie Patterson

Marjorie J. Patterson serves as Corporate Controller of Avalon Holdings Corporation (ticker: AWX). She is identified among the Company’s Non-PEO Named Executive Officers (NEOs) for 2023 and 2024, though age, education, and start date/tenure are not disclosed in the proxy; the 10-K “Directors and Officers” roster lists her as Controller (not a director) . AWX’s shareholder return index (value of initial fixed $100 investment per Pay vs Performance) improved from $90 in 2023 to $159 in 2024, while compensation structure remained primarily cash and discretionary in nature .

Company performance during the most recent two fiscal years:

• Revenue growth FY24 vs FY23: +3.6%; EBITDA growth: +77.4%.
• Values marked with * were retrieved from S&P Global; derived growth rates calculated from those values.

Past Roles

No public biography or prior-role history for Patterson was found in the 2025 or 2024 DEF 14A or the 2024 10-K; only her current position as Controller is listed .

External Roles

No external directorships or roles are disclosed for Patterson in the 2025 or 2024 DEF 14A or the 2024 10-K .

Fixed Compensation

AWX compensates executives primarily with base salary and discretionary bonuses; executive salaries do not follow a preset schedule or formula, and for most executives (other than the head of AWMS) bonuses are discretionary and not tied to explicit financial performance metrics . Patterson is identified as a Non-PEO NEO, but her individual base salary and bonus are not presented in the Summary Compensation Table, which only includes the CEO, CFO and one other named officer .

Performance Compensation

Bonuses for most executives are discretionary and not linked to defined corporate metrics; the notable exception is the AWMS unit head, whose discretionary bonus is 8% of AWMS income before taxes . AWX did not grant equity awards to NEOs in 2023–2024 and had no outstanding options at year-end 2023–2024 (all prior options expired) .

Equity Ownership & Alignment

• Beneficial ownership: The management ownership table lists directors and certain officers, but does not provide an individual line for Patterson; her specific shareholdings are not disclosed .
• Outstanding equity/awards: No outstanding options at YE 2023–2024; no equity awards granted to NEOs in those years .
• Hedging/pledging policy: The Company has not adopted formal hedging policies beyond its insider trading policy; no pledging policy disclosure specific to Patterson was found .
• Ownership guidelines: No executive stock ownership guidelines are disclosed .
• Capital overhang: Equity plan shows 1,204,000 shares remaining available for issuance, despite no recent grants .

Employment Terms

• Severance and change-in-control: No employment agreements, severance multiples, or change-of-control triggers are described for Patterson in the 2025 or 2024 proxy .
• Clawback provisions, tax gross-ups, perquisites, non-compete/non-solicit: No Patterson-specific disclosures found in recent proxies .
• Governance context: AWX is a “controlled company” with >50% voting power held by the CEO; the Compensation Committee has no charter and is not composed entirely of independent directors .

Performance & Track Record

• Shareholder return index (per Pay vs Performance): $100 initial investment value improved from $90 (2023) to $159 (2024) .
• Operating performance: Revenues increased from $80.899m* (FY23) to $83.795m (FY24), while EBITDA rose from $3.937m* (FY23) to $6.981m* (FY24) .
• No Patterson-specific achievements or controversies were disclosed in the proxies or 10-K .

Values marked with * were retrieved from S&P Global; derived comparisons are calculated from those values.

Say‑on‑Pay & Shareholder Feedback

AWX’s say‑on‑pay has historically received majority support. Raw vote counts shown below (percentages computed from reported For/Against/Abstain; broker non‑votes excluded).

Note: Percentages are calculated as For / (For + Against + Abstentions) using the Company’s reported vote counts .

Related Party Transactions (context for governance risk)

• AWMS Holdings, LLC investments by directors: Gramley $450,000; Gordon $200,000; Coxson $50,000 .
• Avalon Med Spa, LLC investment by director Gramley: $99,000 (<10% of total) .

Compensation Committee Analysis

• Composition and independence: As a controlled company, AWX’s Compensation Committee is not fully independent; in 2025 it consisted of Havalo (Chair), Klingle, Bell, Gordon (CEO and CFO both serve across compensation governance roles), and the committee has no charter . In 2024, the committee included Klingle (Chair), Bell, Gordon .
• Pay design: Cash‑heavy and discretionary; minimal pay-for-performance linkage except for AWMS head (8% of unit pre‑tax income) .
• Peer group/consultants: No peer group design, target percentile, or compensation consultant disclosures identified in recent proxies .

Investment Implications

• Alignment: Absence of equity awards and metric‑based incentives for NEOs, including the Controller, reduces pay‑for‑performance alignment and lowers insider selling pressure from vesting overhang; however, it also weakens management’s direct equity linkage to shareholder outcomes .
• Governance risk: Controlled company status (CEO controls ~66.8% of voting power) and a non‑independent Compensation Committee without a charter elevate governance risk and may dampen responsiveness to shareholder feedback on pay and incentives .
• Performance backdrop: Shareholder return index improved in 2024 and EBITDA expanded materially year‑over‑year, but incentive structures did not evolve to embed objective performance metrics—limiting predictive value of incentives as a trading signal .
• Data gaps: Lack of disclosed employment terms (severance/CoC), ownership levels for Patterson, and absence of hedging/pledging policies beyond insider trading policy complicate a retention‑risk assessment and alignment analysis .

S&P Global disclaimer: Values marked with * in tables were retrieved from S&P Global.