Geraldine Conn
About Geraldine Conn
Geraldine Conn is Chief Financial Officer and Treasurer of BAB, Inc., a role she has held since 2014 after joining the company as Controller in 2001; she oversees accounting, financial reporting, risk management, and HR administration . She is 73 years old per the 2025 proxy’s executive roster , holds a CPA (1986) and an MBA (1990) from DePaul University , and serves as the company’s principal financial officer signing Sarbanes-Oxley Section 302/906 certifications on the company’s 10-Qs in 2025 . Company “Pay Versus Performance” disclosures indicate a stable relationship among compensation, net income, and total shareholder return; the 2024 proxy’s PVP table shows a $100 initial TSR value of $153 in 2023, $149 in 2022, and $153 in 2021 for BAB, Inc. .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BAB, Inc. | Controller | 2001–2014 | Led accounting and financial reporting; supported risk management and HR administration |
| BAB, Inc. | Chief Financial Officer and Treasurer | 2014–Present | Oversees accounting, financial reporting, risk management, and HR administration; principal financial officer |
External Roles
No external public company roles were disclosed in the executive biography sections of the 2025 and 2024 DEF 14A filings reviewed .
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $114,216 | $119,832 | $124,468 |
| Bonus | $0 | $18,000 | $13,000 |
| All Other Compensation (401k match) | $4,569 | $5,513 | $5,499 |
| Total Compensation | $118,785 | $143,345 | $142,966 |
- Bonuses for executive officers who are directors are tied to measurable financial criteria (profitability, system-wide same-store sales); for the CFO, the bonus is at the discretion of the CEO .
- All other compensation represents company 401(k) matching funds .
Performance Compensation
| Year | Incentive Type | Metric | Target | Actual Payout | Form | Vesting |
|---|---|---|---|---|---|---|
| 2023 | Annual Cash Bonus | Discretionary (CFO bonus set by CEO) | Not disclosed | $18,000 | Cash | Not disclosed (cash bonus) |
| 2024 | Annual Cash Bonus | Discretionary (CFO bonus set by CEO) | Not disclosed | $13,000 | Cash | Not disclosed (cash bonus) |
The company disclosed no outstanding equity awards for named executive officers as of fiscal year-end 2023 and 2024; no stock or option grants were listed for the CFO in the outstanding awards tables .
Equity Ownership & Alignment
| Record Date | Shares Beneficially Owned | % of Outstanding | Options (Exercisable/Unexercisable) | RSUs Unvested | Notes |
|---|---|---|---|---|---|
| 2024-04-24 | 20,300 | 0.28% | None disclosed as of FY 2023 year-end | None disclosed | Ownership table in 2024 proxy |
| 2025-03-26 | 20,300 | 0.28% | None disclosed as of FY 2024 year-end | None disclosed | Ownership table in 2025 proxy |
- Executive officers and directors as a group held 33.67% as of the 2024 and 2025 proxy record dates .
- Insider Trading Policy prohibits trading while in possession of MNPI and restricts trading during blackout periods .
- The company disclosed no adoption, modification, or termination of Rule 10b5-1 or non-Rule 10b5-1 plans for directors or officers in Q1 and Q2 FY 2025 .
Employment Terms
- No employment agreements: “The Company has no employment agreements with any of its executive officers.” This implies no fixed severance or change-in-control multiples are in place for the CFO via contract .
- Clawback policy: The Audit Committee oversees a clawback of performance-based compensation (including bonuses and stock options) if results are restated due to fraud, negligence, or other errors and executives contributed to the restatement .
- Indemnification: The company’s charter and bylaws provide indemnification consistent with Delaware law; SEC notes indemnification for Securities Act liabilities is against public policy .
- Insider Trading Policy: Prohibits trading on MNPI and enforces blackout periods; policy referenced in proxy (exhibit details in the 10-K) .
Say‑on‑Pay and Shareholder Feedback
| Item | Meeting Date | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|---|
| Say‑on‑Pay Advisory Vote | 2024-06-21 | 3,856,317 | 42,030 | 59,798 | 1,094,345 |
| Say‑on‑Pay Frequency | 2024-06-21 | 1 Yr: 1,613,764; 2 Yrs: 119,385; 3 Yrs: 2,196,303; Abstain: 28,693 | — | — | — |
- In 2024, shareholders supported executive compensation by a wide margin and recommended triennial say‑on‑pay frequency, which the company adopted going forward .
Board Governance (Context)
- Compensation Committee: Steven G. Feldman (Chair), James A. Lentz, and Michael W. Evans; sets executive compensation and recommends to the Board .
- Audit Committee: Steven G. Feldman and James A. Lentz; oversees internal controls, financial reporting, cybersecurity and clawback policies (per 2025 charter update) .
- Director meeting retainer/fees are modest; CFO is not a director .
Compensation Structure Analysis
- Cash-heavy, low equity risk: No equity awards outstanding for the CFO as of FY 2023 and FY 2024; compensation is primarily base salary plus a discretionary cash bonus determined by the CEO .
- Mix shift 2023→2024: Base salary increased (from $119,832 to $124,468), while bonus declined (from $18,000 to $13,000), resulting in essentially flat total compensation year-over-year .
- Governance controls: Presence of a clawback policy and an insider trading policy with blackout periods; however, no disclosed stock ownership guidelines or pledging policy in the reviewed disclosures .
Performance & Track Record (Selected Disclosures)
- Pay Versus Performance narrative suggests compensation, net income, and TSR have maintained a consistent relationship, with the 2024 proxy PVP table indicating TSR value of $153 (2023), $149 (2022), $153 (2021) for a $100 initial investment .
- Section 16 compliance: The company believes all executive officers and directors met Section 16(a) filing requirements for FY 2024 and FY 2023 .
Equity Ownership & Alignment Details
| Detail | Value |
|---|---|
| CFO Beneficial Ownership (most recent proxy record date) | 20,300 shares; 0.28% of outstanding |
| Options/RSUs Outstanding (as of FY-end) | None disclosed; no outstanding stock options or unvested stock for NEOs |
| Ownership Guidelines | Not disclosed in reviewed proxies |
| Pledging/Hedging | Insider Trading Policy governs MNPI and blackout trades; pledging/hedging specifics not disclosed |
| 10b5‑1 Plans (Q1–Q2 FY25) | No adoption/modification/termination by directors/officers |
Employment & Contracts (Key Clauses)
- Employment agreements: None for executive officers (no fixed severance/COC in contracts) .
- Clawback: Applies to performance-based pay upon material restatements due to fraud/negligence/errors; overseen by Audit Committee .
- Non‑compete/Non‑solicit/Change‑of‑Control: Not disclosed in reviewed filings .
Investment Implications
- Alignment: With no equity awards and modest personal holdings (20,300 shares; 0.28%), alignment relies on direct share ownership rather than ongoing equity grants; this reduces dilution but may mute variable, long‑term incentive alignment compared to RSU/PSU programs .
- Retention/Transition risk: Absence of an employment agreement suggests limited contractual severance, potentially easing transitions; CFO age (73) also introduces succession planning considerations .
- Incentive quality: CFO bonus is discretionary (CEO‑determined) rather than fully formulaic, which may reduce transparency of pay‑for‑performance linkage, though broader executive bonuses for directors reference profitability and same‑store sales metrics .
- Governance mitigants: Clawback policy and trading controls are positives; 2024 say‑on‑pay support was strong, indicating shareholder comfort with the compensation program at that time .