Timothy Coxson
About Timothy C. Coxson
Independent director of Avalon Holdings Corporation (AWX); age 74; currently a Financial Consultant. He has served on AWX’s board since November 2020 (previous board service April 2007–April 2015) and was AWX’s CFO & Treasurer (June 1998–Aug 2004; Mar 2006–Nov 2014) with interim stints as Director of Corporate Services (Sep 2004–Mar 2006; Dec 2014–Oct 2015). He holds a BBA in Accounting from The Ohio State University and is designated by the Board as the Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avalon Holdings Corporation | Chief Financial Officer & Treasurer | Jun 1998–Aug 2004; Mar 2006–Nov 2014 | Executive finance leadership; expertise in corporate finance, financial reporting, and accounting |
| Avalon Holdings Corporation | Director of Corporate Services | Sep 2004–Mar 2006; Dec 2014–Oct 2015 | Corporate services leadership; familiarity with AWX operations |
| Avalon Holdings Corporation | Director | Apr 2007–Apr 2015; Nov 2020–present | Board service across two tenures; Audit expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — (not disclosed) | Other public company directorships | — | None disclosed in proxy |
| — | Financial Consultant | Current | Stated principal occupation |
Board Governance
- Committee assignments and roles (2024 activity shown):
- Audit Committee: Chair; 4 meetings in 2024; Board determined committee members (Coxson, Gordon) are independent per SEC/NYSE Amex .
- Executive Committee: Member; 0 meetings in 2024 .
- Option Plan Committee: Member; 0 meetings in 2024 .
- Independence: AWX is a controlled company (Mr. Klingle holds >50% voting power), so a majority-independent board is not required; Coxson is classified independent for Audit Committee purposes .
- Attendance: Each incumbent Director attended at least 75% of Board and committee meetings in 2024 (Board met 4 times) .
- Director election results (May 7, 2025 Annual Meeting; elected by Class B holders):
Director Votes For Votes Withheld Abstentions Broker Non-votes Timothy C. Coxson 6,111,330 0 0 0
Fixed Compensation
- Policy: Non-employee directors receive a $20,000 annual retainer; $1,000 per Board meeting; $500 per committee meeting held on a separate day; expenses reimbursed .
- 2024 Director Compensation (cash-only; no equity awards outstanding at year-end):
Name Fees earned or paid in cash Stock awards Option awards Non-equity incentive Nonqualified deferred comp earnings All other comp Total Timothy C. Coxson $24,000 $0 $0 $0 $0 $0 $24,000
Performance Compensation
- No equity or performance-based compensation disclosed for directors; non-employee directors had no stock option awards outstanding at December 31, 2024 .
Other Directorships & Interlocks
- Other current public company boards: None disclosed .
- Related-party investment (potential interlock/conflict): Coxson invested $50,000 in AWMS Holdings, LLC, an entity consolidated due to AWX’s managerial control; other directors also invested (Gramley $450,000; Gordon $200,000) .
Expertise & Qualifications
- Over 25 years of experience in accounting and external reporting for public companies; expertise in corporate finance, financial reporting, and accounting; strong familiarity with AWX operations .
- Audit Committee financial expert designation .
- BBA in Accounting, The Ohio State University .
Equity Ownership
Beneficial ownership as of December 31, 2024:
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | % of All Common | % of Total Voting Power |
|---|---|---|---|---|---|---|
| Timothy C. Coxson | 399 | <1% | — | — | <1% | <1% |
Notes: “<1%” as reported in the company’s beneficial ownership table .
Hedging/Pledging: The Company has not adopted any hedging policy beyond its insider trading policy (no specific anti-hedging prohibition disclosed) .
Say‑on‑Pay & Shareholder Feedback
- Advisory vote on executive compensation (Say‑on‑Pay):
Annual Meeting Votes For Votes Against Abstentions Broker Non‑votes 2025 (May 7, 2025) 6,635,136 1,376,949 11,656 1,363,103 2024 (May 8, 2024) 6,695,557 1,283,565 19,712 1,390,402
Equity Ownership & Alignment Details
- Director stock ownership guidelines: Not disclosed .
- Options/awards outstanding: All options under the long-term plan expired; no outstanding options at 12/31/2024 .
- Section 16 compliance: Company reports no delinquent Section 16(a) filings in 2024 .
Governance Assessment
- Positives:
- Independent Audit Committee chaired by Coxson, with formal charter, four meetings in 2024, and audit oversight described; Coxson identified as audit committee financial expert .
- Director attendance at least 75% in 2024; Board met four times .
- Concerns/RED FLAGS:
- Controlled company: CEO/Chair (Mr. Klingle) holds majority voting power; may influence nominations and board composition; no Nominating Committee—nominations generally based on CEO recommendations .
- Compensation Committee not all independent and includes CEO (Klingle) and CFO (Havalo); CFO serves as Chair—this is atypical and weakens pay governance independence .
- No specific anti-hedging policy beyond insider trading policy; absence of explicit hedging prohibition can weaken alignment .
- Related-party exposure: Coxson invested $50,000 in AWMS Holdings, LLC, an entity consolidated due to AWX’s managerial control; while disclosed, it represents a potential conflict of interest scenario and merits monitoring .
- Alignment:
- Director compensation is modest and cash-only ($24,000 in 2024); absence of equity grants reduces direct long-term alignment; Coxson’s reported ownership is minimal (399 Class A shares; <1%) .