Michael W. Evans
About Michael W. Evans
Michael W. Evans is President, Chief Executive Officer, Chairman and a Director of BAB, Inc., having served in these roles since the company’s inception; he was 68 as of the 2025 proxy filing and oversees all aspects of the organization . He is a significant owner with 1,432,468 shares, representing 19.72% of outstanding common stock as of March 26, 2025 (includes 3,500 shares inherited by spouse), underscoring strong equity alignment . Pay-versus-performance data shows a consistent relationship between compensation and company results; for FY2021–FY2023, net income was $651,122 (including PPP forgiveness), $431,992, and $467,321 respectively, while the value of a $100 initial investment based on TSR measured $153, $149 and $153, indicating steady performance through the period . The board asserts that combining the CEO and Chairman roles promotes consistent leadership and effective risk oversight, supported by independent directors leading core committees .
Past Roles
No prior external roles for Mr. Evans are disclosed in recent proxy statements; he has served at BAB, Inc. since inception .
External Roles
No other public company board service or external directorships for Mr. Evans are disclosed in recent proxy statements .
Board Governance
- Board leadership: Evans serves as both Chairman and CEO; board cites benefits of unified leadership and clear strategy communication .
- Committee structure: Evans sits on the Compensation Committee with two non-employee directors (Feldman as Chair; Lentz), while the Audit Committee is composed solely of independent directors (Feldman, Lentz) .
- Independence and oversight: Audit Committee members are independent and designated “financial experts” under Regulation S-K; the Audit Charter outlines responsibilities including oversight of internal controls, cybersecurity, and clawback policy administration .
- Board attendance: All directors attended FY2024 board and committee meetings; Jim Lentz was not present at the Company’s Annual Meeting, but board meetings had full attendance .
Committee meetings and attendance (oldest → newest):
| Committee | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Board of Directors | 4; all members in attendance | 3; all members in attendance | 3; all members in attendance |
| Audit Committee | 4; all members in attendance | 4; all members in attendance | 4; all members in attendance |
| Compensation Committee | 1; all members in attendance | 1; all members in attendance | 1; all members in attendance |
Fixed Compensation
Multi-year CEO compensation detail (oldest → newest):
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | 205,488 | 215,243 | 216,202 | 222,688 |
| Bonus Paid ($) | 34,060 | 15,000 | 23,400 | 30,000 |
| All Other Compensation ($) | 9,582 | 9,210 | 9,584 | 10,108 |
| Total Compensation ($) | 249,130 | 239,453 | 249,186 | 262,796 |
Notes:
- Bonuses for executive officers who are directors are determined using measurable financial criteria approved by the Compensation Committee, including but not limited to company profitability and system-wide same store sales; portions of bonuses for Evans and Murtaugh were waived in certain years .
- “All other compensation” consists of 401(k) matching funds; CEO matching was $10,108 (2024), $9,584 (2023), $9,210 (2022), $9,582 (2021) .
Performance Compensation
Annual incentives are linked to measurable criteria and discretion as disclosed:
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| CEO Annual Bonus | Company profitability levels | Not disclosed | Not disclosed | Not disclosed | See “Bonus Paid” in Fixed Compensation | N/A (cash bonus) |
| CEO Annual Bonus | System-wide same store sales | Not disclosed | Not disclosed | Not disclosed | See “Bonus Paid” in Fixed Compensation | N/A (cash bonus) |
| CFO Annual Bonus | CEO discretion | Not disclosed | Not disclosed | Not disclosed | See proxy CFO line | N/A |
Equity awards outstanding at fiscal year-end: none disclosed for Evans (no options or unvested RSUs) for FY2022, FY2023, FY2024 .
Equity Ownership & Alignment
Beneficial ownership (oldest → newest):
| As-of Date | Shares | Ownership % | Notes |
|---|---|---|---|
| 03/22/2023 | 1,432,468 | 19.72% | Includes 3,500 shares inherited by spouse |
| 04/24/2024 | 1,432,468 | 19.72% | Includes 3,500 shares inherited by spouse |
| 03/26/2025 | 1,432,468 | 19.72% | Includes 3,500 shares inherited by spouse |
Outstanding equity awards as of fiscal year-end (oldest → newest):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Options outstanding (#) | 0 (none disclosed) | 0 (none disclosed) | 0 (none disclosed) |
| Unvested RSUs/Stock units (#) | 0 (none disclosed) | 0 (none disclosed) | 0 (none disclosed) |
Policies:
- Insider Trading Policy prohibits trading while in possession of MNPI and restricts trading during blackout periods; policy details referenced to 10-K exhibit .
- Clawback Policy permits recovery of performance-based compensation upon restatements due to fraud, negligence or error, overseen by the Audit Committee .
No pledging or hedging disclosures specific to Evans were found in the recent proxy statements; ownership guidelines for executives or directors were not disclosed .
Employment Terms
- Employment agreements: The company has no employment agreements with any of its executive officers (including Evans) .
- Severance and change-of-control: Not disclosed in the recent proxy statements; no specific multiples or triggers were provided .
- Indemnification: Certificate of Incorporation and Bylaws provide indemnification to officers and directors to the fullest extent permitted by Delaware law, subject to statutory exceptions .
- Section 16(a) compliance: Company believes all filing requirements applicable to executive officers and directors were met for FY2024 and FY2023 .
Director Compensation
Non-employee director pay levels (oldest → newest):
| Director | FY 2022 Fees ($) | FY 2023 Fees ($) | FY 2024 Fees ($) |
|---|---|---|---|
| Steven G. Feldman | 3,100 | 3,500 | 3,900 |
| James A. Lentz | 2,800 | 3,500 | 3,500 |
Cash retainer policy:
- FY2024: Annual retainer $1,500; $400 per Board and Compensation Committee meeting; $400 for Annual Audit Committee meeting and the Company’s Annual Meeting .
- FY2023: Annual retainer $1,500; $400 per Board and Compensation Committee meeting; $400 for Annual Audit Committee meeting .
- FY2022: Annual retainer $1,000; $300 per Board/Annual/Committee meeting .
Say-on-Pay & Shareholder Feedback
2024 Annual Meeting (June 21, 2024) vote results:
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory approval of NEO compensation | 3,856,317 | 42,030 | 59,798 | 1,094,345 |
Frequency of Say-on-Pay votes:
| 1 Year | 2 Years | 3 Years | Abstain |
|---|---|---|---|
| 1,613,764 | 119,385 | 2,196,303 | 28,693 |
The Company will conduct Say-on-Pay on a triennial basis following shareholder recommendation .
Director election support:
- Votes “For” Evans: 3,003,941 at the May 23, 2025 annual meeting ; 3,424,641 at the June 21, 2024 annual meeting .
Performance & Track Record
Pay versus performance (oldest → newest):
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| PEO SCT Total ($) | 249,130 | 239,453 | 249,186 |
| PEO Compensation Actually Paid ($) | 249,130 | 239,453 | 249,186 |
| Avg SCT Total for non-PEOs ($) | 150,045 | 144,532 | 160,298 |
| Avg Compensation Actually Paid non-PEOs ($) | 150,045 | 144,532 | 160,298 |
| Value of $100 Investment (TSR) | $153 | $149 | $153 |
| Net Income ($) | 651,122 (incl. PPP forgiveness of $228,155) | 431,992 | 467,321 |
Major governance actions:
- CFO transition disclosed in 2014: appointment of Geraldine Conn as CFO/Treasurer following resignation of prior CFO; Evans signed the filing .
Equity Awards & Vesting Schedules
- As of FY2022, FY2023, FY2024, Evans had no outstanding options, RSUs, or unvested stock units; consequently, there are no vesting schedules or option expirations disclosed for him during these periods .
Related Party Transactions and Risks
- Related party transactions: None entered into during FY2024 and FY2023 under the company’s policy requiring disinterested board approval and market terms .
- Red flags and risk indicators:
- Dual role: CEO also serves as Chairman and sits on the Compensation Committee, which can raise independence and pay oversight concerns; board emphasizes governance processes and independent committee oversight .
- High insider ownership: Evans holds 19.72% of shares, concentrating voting power and aligning interests with shareholders .
- Clawback and insider trading policies in place, mitigating misconduct risk and restricting trading during MNPI and blackout periods .
- Section 16(a) compliance: Company reports timely filings for FY2024 and FY2023 .
Compensation Peer Group
No compensation peer group, target percentile, or peer changes were disclosed in recent proxy statements .
Employment Terms
- No employment agreements; severance and change-of-control terms are not disclosed; indemnification is provided to the fullest extent permitted under Delaware law .
Investment Implications
- Strong alignment but governance concentration: Evans’ 19.72% stake aligns incentives yet concentrates control; dual roles (CEO, Chairman, Compensation Committee member) warrant monitoring of pay practices and board independence, balanced by independent Audit Committee oversight .
- Minimal vesting-related selling pressure: With no outstanding equity awards across FY2022–FY2024, forced selling tied to scheduled vesting appears limited, reducing near-term insider supply risk from equity grant cycles .
- Incentive linkage to operations: Bonuses are tied to profitability and system-wide same store sales, reinforcing pay-for-performance signals; continued disclosure of metrics and outcomes would enhance transparency for investors .
- Policy safeguards: Clawback and insider trading policies add guardrails around executive conduct and compensation outcomes, supportive of governance quality .
- Shareholder support: Evans received strong “For” votes in director elections (2024, 2025) and Say-on-Pay passed comfortably in 2024; the triennial Say-on-Pay cadence may reduce near-term compensation-related volatility but limits annual feedback .