James A. Lentz
About James A. Lentz
Independent director of BAB, Inc. since May 2004; age 77; background includes nearly three decades teaching business (accounting, finance, marketing) at Moraine Valley Community College and franchise training leadership at BAB Systems, Inc. (1992–1996). Holds undergraduate and MBA degrees from Northern Illinois University; designated as an Audit Committee financial expert under Item 407 and considered independent for Audit Committee purposes per SEC regulations.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Moraine Valley Community College | Business Professor (accounting, finance, marketing) | 1971–2000 | Academic leadership; business curriculum expertise |
| BAB Systems, Inc. | Director of Franchise Training | 1992–1996 | Franchise training operations; food industry experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships disclosed in proxy |
Board Governance
- Committee assignments: Audit Committee (member); Compensation Committee (member). Compensation Committee chaired by Steven G. Feldman (non-employee); members Feldman, Lentz, and Michael W. Evans; Audit Committee members are Feldman and Lentz (both non-employee, independent).
- Independence and expertise: Feldman and Lentz are considered independent for Audit Committee purposes; Audit Committee states both members are independent and deemed financial experts as defined in Regulation S-K Item 407.
- Attendance: Board met three times in fiscal 2024, all members attended; Audit Committee met four times, all members attended; Compensation Committee met once, all members attended. Lentz was not present at the Company’s Annual Meeting of shareholders.
- Board leadership: CEO also serves as Chairman; risk oversight managed by Board with Audit overseeing internal controls and Compensation overseeing compensation risks.
Shareholder Election Results (Signal of Investor Confidence)
| Meeting | Proposal | Candidate | Votes For | Withheld | Broker Non-Votes |
|---|---|---|---|---|---|
| May 23, 2025 | Elect Directors | James A. Lentz | 3,001,312 | 113,750 | 1,282,787 |
| June 21, 2024 | Elect Directors | James A. Lentz | 3,436,141 | 522,004 | 1,094,345 |
Fixed Compensation
- Policy: Non-employee directors receive a $1,500 annual retainer; $400 per Board meeting; $400 per Compensation Committee meeting; $400 for the Annual Audit Committee Meeting; and $400 for the Company’s Annual Meeting.
- Attendance note tied to compensation: Proxy notes Lentz did not attend the Company’s Annual Meeting; director cash totals reflect attendance.
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Deferred Comp ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 3,500 | — | — | — | — | — | 3,500 |
| 2023 | 3,500 | — | — | — | — | — | 3,500 |
Performance Compensation
- Directors receive no performance-based pay, no RSUs/PSUs, and no options; no director performance metrics are disclosed.
| Component | Metric/Structure | Grant Date | Amount/Shares | Vesting |
|---|---|---|---|---|
| RSUs/PSUs | Not applicable for directors | — | — | — |
| Stock Options | Not applicable for directors | — | — | — |
| Performance Metrics | None for director compensation | — | — | — |
Other Directorships & Interlocks
| Company/Entity | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No other public boards disclosed; prior role at subsidiary/affiliated entity (BAB Systems, Inc.) was 1992–1996; Company reports no related-party transactions in FY2024 and FY2023. |
Expertise & Qualifications
- Financial expertise: Audit Committee identifies both members (Feldman and Lentz) as financial experts; Lentz is financially literate and independent per Item 407.
- Academic and operating background: Longstanding business education experience and franchise training leadership in the food industry.
- Risk oversight: Audit Committee responsibilities include internal controls, financial reporting quality, cybersecurity policy oversight, and clawback policy administration.
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Shares Outstanding Reference |
|---|---|---|---|
| James A. Lentz | 14,932 | 0.21% | 7,263,508 common shares outstanding as of record date |
- Vested/unvested breakdown: Not disclosed; no director equity awards reported.
- Pledging/hedging: Not disclosed in proxy; Company has an Insider Trading Policy restricting trading while in possession of MNPI and during blackout periods.
Insider Trades
| Date | Form | Transaction | Shares | Price | Notes |
|---|---|---|---|---|---|
| Not disclosed in proxy | Section 16(a) compliance noted | Proxy states all Section 16(a) filings by officers/directors were timely for FY2024/FY2023; specific Form 4 transactions not listed. |
Governance Assessment
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Strengths: Dual committee service (Audit, Compensation) with full committee attendance; independent director and designated financial expert; no related-party transactions reported; shareholder support evident from director election results.
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Compensation alignment: Director pay is modest and cash-only; no equity grants for directors; ownership is 14,932 shares (0.21%). This indicates limited direct equity-based alignment versus executives.
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Policies: Clawback policy for executives, comprehensive Insider Trading Policy, and functioning Audit Charter supporting oversight quality.
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RED FLAGS:
- Missed shareholder Annual Meeting (attendance lapse noted in proxy).
- CEO also serves as Board Chair (concentration of leadership; common in microcaps but a governance caution).
- No director equity program and small disclosed ownership may limit pay-for-performance alignment for independent directors.
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Shareholder feedback signals (context): 2024 Say-on-Pay advisory vote “For” 3,856,317, “Against” 42,030, “Abstain” 59,798; frequency recommendation favored triennial; Company to include triennial say-on-pay going forward—indicates broadly supportive shareholder stance toward compensation governance.