Michael Havalo
About Michael Havalo
Michael J. Havalo, 40, is Chief Financial Officer, Treasurer and Secretary of Avalon Holdings (AWX) since June 26, 2023, and has served on the Board since May 2024; he holds a BBA in Accounting from Youngstown State University and is a CPA (since 2010) . Company pay-versus-performance disclosure shows 2024 shareholder return of 159 (value of $100 investment) and net income of $1.318 million versus 2023 shareholder return of 90 and net loss of $1.775 million, contextualizing performance during his tenure . Avalon is a “controlled company” with the CEO holding over 50% voting power; Havalo is both a senior executive and a member (Chair) of the Compensation Committee, which is not fully independent—an important governance consideration for investors .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| McDonald Steel Corporation | Chief Financial Officer, Treasurer | — | Corporate finance leadership at a precision engineered steel manufacturer |
| Hill, Barth & King, LLC (public accounting firm) | Various accounting roles | — | Audit and financial reporting experience; CPA credential supports finance rigor |
External Roles
No public company external directorships or committee roles were disclosed for Havalo .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | Notes |
|---|---|---|---|---|
| 2024 | 170,000 | Not disclosed | 35,000 | Compensation program emphasizes base + discretionary bonus; no preset formula |
| 2023 | 81,719 | Not disclosed | 10,000 | Appointed CFO on June 26, 2023; annual base set at $170,000 upon appointment |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Discretionary bonus (CFO) | N/A | N/A | N/A | Bonuses are discretionary based on CEO/Board evaluation; not tied to formal financial metrics for CFO | No equity vesting for NEOs in 2024/2023; all prior options expired |
The only formulaic metric disclosed applies to AWMS President (8% of waste brokerage pre-tax income); CFO bonuses are discretionary rather than formula-driven .
Equity Ownership & Alignment
| As of Dec 31, 2024 | Class A Shares | % of Class A | Class B Shares | % of Class B | % of All Common | % of Total Voting Power |
|---|---|---|---|---|---|---|
| Michael J. Havalo | — | — | — | — | — | — |
- Outstanding equity awards: none; all options previously granted under the Long-Term Incentive Plan expired; there were no outstanding options at 12/31/2024 .
- Hedging/pledging: Company has not adopted a hedging policy beyond insider trading prohibitions; no disclosure of pledging by Havalo .
- Director equity: Officers who serve as directors are not paid director equity; non-employee directors had no option awards outstanding at 12/31/2024 .
- Stock ownership guidelines: none disclosed for executives or directors in AWX’s proxy .
Employment Terms
| Item | Disclosure |
|---|---|
| Employment start date | Appointed CFO/Treasurer June 26, 2023 |
| Annual base salary on appointment | $170,000 |
| Contract term/expiration | Not disclosed |
| Severance provisions | Not disclosed |
| Change-of-control (single/double trigger, multiples) | Not disclosed |
| Non-compete / Non-solicit / Garden leave | Not disclosed |
| Clawback provisions | Not disclosed specific to executives; compensation program described at high-level |
Board Governance
- Board service: Director since May 2024; nominated as Class B Director (holders of Class B elect four Class B Directors) .
- Committee roles: Compensation Committee (Chair); Compensation Committee not all independent; Option Plan determinations handled by a separate committee; Audit Committee comprises independent directors (Coxson Chair, Gordon) .
- Board meeting attendance: Each incumbent Director attended at least 75% of Board and committee meetings in 2024 .
- Independence status: Not independent (executive officer); Avalon is a controlled company and does not require a majority independent Board .
- Director compensation: Officers/employees serving as directors are not compensated for director service .
Director Compensation (context for non-employee directors)
| Name | Fees earned or paid in cash ($) | Stock awards | Option awards | Total ($) |
|---|---|---|---|---|
| Kurtis D. Gramley | 24,000 | — | — | 24,000 |
| Stephen L. Gordon | 24,000 | — | — | 24,000 |
| Timothy C. Coxson | 24,000 | — | — | 24,000 |
Say-on-Pay & Shareholder Feedback
| 2025 Annual Meeting (Advisory Vote on NEO Compensation) | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Outcome | 6,635,136 | 1,376,949 | 11,656 | 1,363,103 |
Performance & Track Record
- Company pay-versus-performance (PEO): 2024 “actually paid” compensation equals proxy SCT total; shareholder return 159; net income $1.318 million; in 2023 shareholder return 90; net loss $(1.775) million . While these are PEO (CEO) metrics, they reflect AWX’s broader performance context during Havalo’s CFO tenure.
Related Party Transactions and Control
- AWX is a controlled company; CEO Ronald Klingle holds 66.8% of total voting power and 20.0% of all common stock, directly aligning his interests with shareholders but concentrating control .
- Compensation Committee lacks a charter and is not fully independent; salaries and discretionary bonuses are largely set via Board/CEO evaluation, with limited formulaic metrics .
Compensation Structure Analysis
- Year-over-year changes (cash vs. equity): Compensation for NEOs (including CFO) was cash-only in 2023–2024; no equity awards granted or outstanding, indicating lower long-term equity alignment and minimal dilution risk .
- At-risk vs. guaranteed pay: CFO pay comprised base salary plus discretionary bonus; absence of disclosed performance metrics for CFO bonuses reduces pay-for-performance specificity .
- Repricing/modification: None disclosed; all prior options under LTIP expired .
- Ownership alignment: No beneficial equity holdings disclosed for Havalo as of 12/31/2024; no pledging disclosed; no ownership guidelines disclosed, signaling limited “skin-in-the-game” .
Risk Indicators & Governance Red Flags
- Dual-role implications: CFO serving as Compensation Committee Chair and member of a non-independent committee in a controlled company raises potential independence concerns in pay-setting .
- Hedging policy: No formal hedging prohibition beyond insider trading policy; absence of a robust hedging/pledging policy can weaken alignment, though no hedging or pledging by Havalo is disclosed .
- Section 16 compliance: No delinquent reports in 2024, reducing disclosure risk .
Equity Ownership & Alignment (Detail)
| Holder (Management excerpt) | Class A Shares | % of Class A | Class B Shares | % of Class B | % of All Common | % Voting Power |
|---|---|---|---|---|---|---|
| Ronald E. Klingle | 170,417 | 5.2% | 611,133 | 99.9% | 20.0% | 66.8% |
| Michael J. Havalo | — | — | — | — | — | — |
Investment Implications
- Alignment and selling pressure: With no disclosed equity ownership or vesting schedules, near-term insider selling pressure from Havalo is minimal; however, equity alignment is weak, potentially dampening incentives to drive long-term TSR .
- Governance and pay-setting risk: A non-independent Compensation Committee chaired by the CFO in a controlled company increases risk of discretionary pay decisions misaligned with performance; investors should monitor say-on-pay results and any movement toward formulaic metrics for NEOs (beyond AWMS) .
- Control dynamics: CEO’s supermajority voting power centralizes decision-making; while it can expedite execution, it limits minority holder influence over compensation, board composition, and strategic direction .