Ronald Klingle
About Ronald Klingle
Ronald E. Klingle, age 77, is Chairman of the Board and Chief Executive Officer of Avalon Holdings (AWX), serving as director since June 1998 and CEO across multiple terms, most recently reassumed on February 16, 2011; he holds a Bachelor of Engineering in Chemical Engineering from Youngstown State University and has over 40 years of environmental industry experience including co-founding American Waste Services, Inc. . He is a controlling shareholder with 66.8% of total voting power, aligning interests but raising governance concentration considerations . Company performance during his recent tenure shows net operating revenues increased to $83.8 million in 2024 from $80.9 million in 2023 and $81.2 million in 2022, while the Pay-Versus-Performance TSR proxy rose from $90 to $159 per $100 invested and net income moved from a loss of $1.775 million in 2023 to a profit of $1.318 million in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avalon Holdings Corporation | Chairman of the Board | Since June 1998 | Board leadership; controls >50% of voting power; sets nominations and strategy in a controlled company . |
| Avalon Holdings Corporation | Chief Executive Officer | Jun 1998–Dec 2002; Mar 15, 2004–Feb 28, 2010; Feb 16, 2011–present | Led development and execution of waste services and resort segments; executive leadership continuity . |
| American Waste Services, Inc. (predecessor) | Co-founder | Not disclosed | Built landfill ownership, waste transportation, and environmental consulting capabilities foundational to AWX . |
External Roles
- No external public-company directorships disclosed for Mr. Klingle in reviewed proxy statements .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary | $220,000 | $220,000 |
| Target Bonus % | Not disclosed (discretionary program) | Not disclosed (discretionary program) |
| Actual Bonus Paid | $10,000 | $48,500 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout (2023) | Payout (2024) | Vesting |
|---|---|---|---|---|---|---|
| Discretionary cash bonus | None disclosed; committee judgment-based | None disclosed | Based on individual performance and responsibilities | $10,000 | $48,500 | Cash (no vesting) |
| Equity awards (RSUs/PSUs/options) | N/A | N/A | No awards outstanding or granted to PEO in 2023–2024 | $0 | $0 | None (options under prior plan expired) |
Bonuses are not tied to financial performance measures for the PEO; only AWMS unit head has an 8% pre-tax income-based bonus arrangement (non-PEO) .
Equity Ownership & Alignment
| Item | Value | As of |
|---|---|---|
| Class A Common Stock owned | 170,417 shares (5.2% of Class A) | Mar 10, 2025 |
| Class B Common Stock owned | 611,133 shares (99.9% of Class B) | Mar 10, 2025 |
| Percent of all common stock | 20.0% | Mar 10, 2025 |
| Total voting power | 66.8% | Mar 10, 2025 |
| Sole voting/investment power | 170,020 Class A; 596,837 Class B | Dec 31, 2024 |
| Spousal holdings (disclaimed) | 397 Class A; 14,296 Class B | Dec 31, 2024 |
| Options outstanding | None; all previously granted options expired | Dec 31, 2024 |
| Shares pledged as collateral | Not disclosed in proxies; no pledging disclosure found | |
| Stock ownership guidelines | Not disclosed |
Hedging policy: the company has not adopted specific hedging policies (e.g., collars, swaps); insider trading policy prohibits trading on MNPI and short selling, but does not address hedging instruments—potential alignment concern .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement | Not disclosed in DEF 14A |
| Severance provisions (salary/bonus multiples) | Not disclosed |
| Change-of-control triggers (single/double) | Not disclosed |
| Accelerated vesting on change-of-control | Not applicable; no outstanding equity awards |
| Clawback provisions | Not disclosed; no clawback policy described |
| Tax gross-ups | Not disclosed |
| Deferred compensation/SERP | Not disclosed |
| Perquisites | Not detailed for PEO; director perqs limited to meeting reimbursements |
| Non-compete/non-solicit/garden leave | Not disclosed |
| Post-termination consulting | Not disclosed |
Board Governance
- Board leadership: roles of Chairman and CEO are combined; the board has no policy requiring separation .
- Controlled company: >50% voting power held by Mr. Klingle; board does not require a majority of independent directors .
- Committees and roles:
- Executive Committee: Klingle (Chairman), Gramley, Coxson; no meetings in 2024 .
- Compensation Committee: 2024 members—Klingle (Chair), Bell, Gordon ; 2025 members—Havalo (CFO, Chair), Klingle, Bell, Gordon; not all independent .
- Option Plan Committee: Gordon (Chair), Gramley, Coxson; Klingle not a member .
- Audit Committee: Coxson (Chair), Gordon; both independent; Coxson is identified as financial expert .
- Director attendance: all incumbents attended at least 75% of board and committee meetings in 2024; the board met four times .
- Director compensation: officers/employees serving as directors are not paid director retainers; non-employee directors receive $20,000 retainer and meeting fees ($1,000 board; $500 separate committee) .
Say-on-Pay Voting Outcomes
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Votes For | 6,759,073 | 6,614,116 | 6,695,557 | 6,635,136 |
| Votes Against | 1,092,112 | 1,035,302 | 1,283,565 | 1,376,949 |
| Abstentions | 7,332 | 10,349 | 19,712 | 11,656 |
| Broker Non-votes | 1,533,788 | 1,729,247 | 1,390,402 | 1,363,103 |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Operating Revenues ($USD Thousands) | $81,180 | $80,515 | $83,795 |
| Waste Mgmt Services Revenues ($USD Thousands) | $49,763 | $44,611 | $45,922 |
| Golf & Related Revenues ($USD Thousands) | $31,417 | $35,904 | $37,873 |
| Pay-Versus-Performance | 2023 | 2024 |
|---|---|---|
| Value of $100 Investment (TSR proxy) ($USD) | $90 | $159 |
| Net Income (Loss) ($USD) | ($1,775,000) | $1,318,000 |
Segment commentary: 2024 golf-related operations benefited from higher room revenues and salon/spa growth; waste management income before tax increased y/y in Q2 and 1H24; salt water injection wells continued to incur losses due to legal costs .
Related Party Transactions and Interlocks
- AWMS Holdings LLC (salt water injection wells): directors Gramley ($450,000), Gordon ($200,000), Coxson ($50,000) invested; AWMS Water Solutions LLC (wholly owned) manages operations; AWMS consolidated due to control .
- Avalon Med Spa LLC: Gramley invested $99,000; Avalon owns 50.1% and consolidates; investments offered to accredited investors .
- Spousal relationship: Mr. Klingle’s spouse, Frances R. Klingle, is Chief Administrative Officer and owns shares; her holdings are disclaimed by Mr. Klingle .
Compensation Structure Analysis
- Cash-heavy compensation: PEO compensation consists solely of salary and discretionary cash bonus; no equity awards outstanding or issued in 2023–2024; all prior options expired—reducing equity-based alignment and eliminating vesting schedules .
- Bonus discretion: Bonuses are not tied to financial measures for the PEO; committee relies on qualitative evaluation; only AWMS leader has formulaic bonus (8% of pre-tax income) .
- Governance of pay: Compensation Committee is not fully independent due to controlled company status; in 2025 the CFO chairs the committee, increasing potential conflicts .
- Ownership concentration: Mr. Klingle’s 66.8% voting power centralizes control over director nominations and compensation oversight .
Risk Indicators & Red Flags
- Dual role CEO + Chairman with no separation policy .
- Controlled company with limited independence requirements; compensation committee includes management and is not all independent .
- No specific hedging policy adopted beyond insider trading policy; absence of prohibition on hedging instruments can weaken alignment .
- No disclosed clawback policy; no ownership guideline disclosure .
- Options plan has shares available, but no awards outstanding; repricing history not indicated; equity incentives inactive for NEOs .
Equity Ownership Pressure and Insider Activity
- Form 4 activity not disclosed in company 8-Ks; proxies note no Section 16(a) filing delinquencies in 2024–2023; absence of equity awards and significant personal voting control suggest limited forced-selling pressure from vesting schedules .
Investment Implications
- Alignment: Extremely high voting control and material ownership align incentives but raise governance concentration risk; absence of equity-based incentives for the PEO reduces long-term stock price-linked pay-for-performance .
- Retention/trading signals: No vesting or equity expirations outstanding; discretionary cash bonus increased alongside improved net income and TSR, but lacks measurable performance ties—limited near-term selling pressure from vesting; monitor say-on-pay support which remains strong in recent years .
- Governance risk: CFO chairing compensation committee and controlled-company exemptions weaken independent oversight; dual role CEO/Chairman without separation policy adds risk .
- Operational trend: 2024 revenue and TSR improved; segment commentary indicates stronger resort operations and steady waste management profitability—supporting near-term stability under current leadership .