Stephen Gordon

About Stephen L. Gordon

Stephen L. Gordon, age 83, has served as a director of Avalon Holdings Corporation (AWX) since June 1998, bringing over five decades of environmental law experience to the board . He is a partner at Beveridge & Diamond, P.C. (since 1982) and previously served as a Deputy Attorney General for the State of New Jersey and held positions at the New York State Department of Environmental Conservation; he holds a BA from Rutgers University and a JD from the University of Pennsylvania . His biography highlights expertise across energy and land use, hazardous and non‑hazardous waste, water and groundwater, air emissions, and permitting for electric generation/transmission facilities, which the board cites as valuable for sales/marketing strategy and risk management in AWX’s waste businesses .

Past Roles

External Roles

Board Governance

• Committee assignments (2024 activity levels): Audit Committee – Member; held 4 meetings; identified as independent under SEC/NYSE Amex; financial expert is Coxson . Compensation Committee – Member; held 2 meetings; committee not fully independent due to controlled company status and executive participation . Option Plan Committee – Chairman; held 0 meetings; determines option grants under the Long‑Term Incentive Plan (no outstanding options) .
• Attendance: Each incumbent director (including Gordon) attended at least 75% of board and committee meetings in 2024; Board held 4 meetings . Similar structure and attendance threshold disclosed for 2023 .
• Independence status: Audit Committee members Gordon and Coxson are deemed independent by SEC/NYSE Amex standards; AWX is a controlled company and does not require a majority‑independent board .
• Board leadership and nominations: CEO is also Chairman; controlled company without a separate Nominating Committee; director nominations largely based on the controlling shareholder’s recommendations .

Fixed Compensation

• Policy: $20,000 annual retainer for non‑employee directors; $1,000 per Board meeting; $500 per committee meeting held on a separate day; directors reimbursed for meeting expenses .

• Actual (2024): | Name | Fees earned/paid in cash ($) | Stock awards ($) | Option awards ($) | Non‑equity incentive ($) | Nonqualified deferred comp ($) | All other comp ($) | Total ($) | |---|---:|---:|---:|---:|---:|---:|---:| | Stephen L. Gordon | 24,000 | 0 | 0 | 0 | 0 | 0 | 24,000 |

• Actual (2023): | Name | Fees earned/paid in cash ($) | Stock awards ($) | Option awards ($) | Non‑equity incentive ($) | Nonqualified deferred comp ($) | All other comp ($) | Total ($) | |---|---:|---:|---:|---:|---:|---:|---:| | Stephen L. Gordon | 24,000 | 0 | 0 | 0 | 0 | 0 | 24,000 |

Performance Compensation

• Equity awards: Non‑employee directors had no stock option awards outstanding at year‑end 2024 and 2023; equity plan shows 1,204,000 shares available for future issuance, but no grants to directors; all prior options under the Long‑Term Incentive Plan expired .
• Performance metrics: No director performance‑linked pay elements (no non‑equity incentive compensation reported for directors) .

Other Directorships & Interlocks

Expertise & Qualifications

• Practicing environmental law since 1970; advisory breadth spans energy/land use, hazardous/non‑hazardous waste, water/groundwater, air emissions, electric generation/transmission facilities permitting .
• Board cites his environmental industry experience as supporting sales/marketing strategy, opportunity identification in waste business, and risk management .

Equity Ownership

• Beneficial ownership (as of 12/31/2024 and 12/31/2023): | Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | % of All Common | % of Total Voting Power | |---|---:|---:|---:|---:|---:|---:| | Stephen L. Gordon | — | — | — | — | — | — |

Note: Proxy tables show no reported beneficial ownership for Gordon; “—” indicates none or less than one percent reported .

• Options/derivatives: No director stock options outstanding at year‑end 2024/2023; all prior options expired .
• Pledging/hedging: Company has not adopted a hedging policy beyond insider trading prohibitions; short selling is prohibited, but hedging instruments are not formally restricted—potential alignment concern .

Governance Assessment

• Positives:
  • Independent Audit Committee member with deep environmental regulatory expertise aligned to AWX’s waste operations risk profile; Audit Committee met 4 times in 2024 and affirmed oversight of financial reporting/internal controls .
  • Consistent attendance threshold met (≥75% of meetings) and regular board cadence (4 meetings), supporting baseline engagement .
• Concerns/RED FLAGS:
  • Controlled company: CEO/Chairman holds majority voting power; board does not require majority independence; nominations driven by controlling shareholder—potentially limits independent challenge and refreshment .
  • Compensation Committee includes executives and is not fully independent; raises pay governance risks; committee lacks a charter .
  • Related‑party exposure: Gordon invested $200,000 in AWMS Holdings, LLC, a consolidated affiliate managed by AWX’s subsidiary—economic interests outside pro‑rata shareholding can create conflict vectors in capital allocation and oversight .
  • Alignment: No reported AWX share ownership and no director equity awards; pure cash retainer/meeting fees reduce “skin‑in‑the‑game” signals for directors .
  • Option Plan Committee chaired by Gordon, but plan saw no activity (no meetings; options expired); limited role in long‑term incentive governance; equity plan still has 1,204,000 shares authorized without clear policy/practice—monitor for future grants or repricing risks .
  • Hedging policy: No formal hedging prohibition beyond insider trading policy; could allow economic de‑risking inconsistent with shareholder alignment (though short selling is prohibited) .

Overall implication: Gordon contributes domain expertise and audit oversight, but AWX’s controlled governance structure, non‑independent compensation oversight, and related‑party investments temper board effectiveness and investor confidence; lack of director equity ownership further weakens alignment signals .