Steven G. Feldman
About Steven G. Feldman
Independent director of BAB, Inc. since May 2003; age 68 as of the 2025 proxy. Background includes 26+ years leading an IT managed services firm (CEO of Techcare, LLC, 1987–2011) and a subsequent four-year CFO role (2019–2022) at a California-based IT firm. He holds a degree in accounting and is a CPA from the University of Illinois at Urbana-Champaign. Tenure on BAB’s board: ~22 years as of 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Techcare, LLC (IT managed services) | Chief Executive Officer | 1987–2011 | Led firm through sale to All Covered (Konica Minolta Solutions USA, Inc.) in 2011 |
| IT firm (California) | Chief Financial Officer | 2019–2022 | Finance leadership; details not further disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in proxy biography |
Board Governance
- Committees: Compensation Committee (Chair); Audit Committee member .
- Independence: Feldman is considered independent for Audit Committee purposes; BAB’s Audit Committee consists of two independent directors deemed “financial experts” under Item 407 of Regulation S-K .
- Attendance and engagement: Compensation Committee met once (all members attended); Audit Committee met four times (all members attended); Board met three times in FY2024 (all members attended). Note: Jim Lentz was not present at the Company’s Annual Meeting; no attendance exceptions for Feldman are reported .
- Audit oversight: Feldman co-signed the Audit Committee Report recommending inclusion of FY2024 financials in the Form 10-K and retention of Sassetti LLC; audit fees $64,200 and tax services $11,550 for FY2024 .
- Policies overseen: Audit Committee charter updated March 3, 2025; responsibilities include monitoring cybersecurity and clawback policies .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (non-employee director) | $1,500 | Applies to each non-employee director |
| Meeting fees—Board & Compensation Committee | $400 per meeting | Paid for Board and Compensation Committee meetings |
| Audit Committee (Annual Meeting) | $400 | Paid for Annual Audit Committee Meeting |
| Company’s Annual Meeting | $400 | Paid for attending the Company’s Annual Meeting |
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 3,900 | 0 | 0 | 3,900 |
| 2023 | 3,500 | 0 | 0 | 3,500 |
Performance Compensation
| Fiscal Year | Non-Equity Incentives ($) | Equity Awards ($) | Notes |
|---|---|---|---|
| 2024 | 0 | 0 | No performance-based director compensation disclosed |
| 2023 | 0 | 0 | No performance-based director compensation disclosed |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in BAB proxy biography |
| Prior public company boards | None disclosed in BAB proxy biography |
| Interlocks/conflicts | None disclosed; related-party transactions policy in place; none entered in FY2024/FY2023 |
Expertise & Qualifications
- CPA and accounting degree (University of Illinois at Urbana-Champaign); deemed financial expert for Audit Committee purposes alongside James Lentz .
- Executive experience in IT services (CEO) and finance (CFO), supporting oversight of internal controls, audit interactions, and compensation frameworks .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| March 26, 2025 | 10,000 | 0.14% (out of 7,263,508 shares) | |
| April 24, 2024 | 10,000 | 0.14% (out of 7,263,508 shares) |
- Ownership mix: No options or unvested equity reported; no pledging disclosures noted; Section 16(a) filing compliance met for FY2024 and FY2023 .
Governance Assessment
-
Strengths:
- Long-tenured independent director with CPA credentials; serves as Compensation Committee Chair and Audit Committee member; Audit Committee designation as “financial expert” supports board effectiveness in financial oversight .
- Strong attendance (Board and committees) and clear audit oversight responsibilities; co-signs Audit Committee report recommending auditor retention and financial statement inclusion .
- Formal clawback policy and insider trading policy in place; Audit Committee monitors clawback and cybersecurity per revised charter .
- No related-party transactions disclosed for FY2024/FY2023 – reduces conflict risk .
-
Weaknesses / RED FLAGS:
- Compensation Committee includes the CEO (Michael W. Evans) as a member; only two members are non-employee directors. The committee setting executive pay is not fully independent, which is a governance risk for pay-for-performance alignment .
- Audit Committee size of two is minimal; while both are independent financial experts, a small committee can constrain oversight bandwidth in a public company context .
-
Alignment signals:
- Director compensation is modest and entirely cash-based with no equity grants to directors; Feldman’s personal stake is 10,000 shares (0.14%), indicating limited direct economic alignment relative to total shares outstanding .
-
Shareholder feedback:
- 2024 proxy included advisory votes on executive compensation (“Say-on-Pay”) and frequency; Board recommended triennial frequency. Specific vote outcomes were not provided in the documents reviewed .