Charles T. Lanktree
About Charles T. Lanktree
Independent director at BK Technologies (BKTI). Age 75 as of the proxy record date and first appointed to the BKTI board in 2017; extensive operational leadership including CEO roles and wireless industry experience, with an MBA (University of Notre Dame) and B.S. in Food Marketing (St. Joseph’s University); U.S. Army/Reserves service 1971–1977 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eggland’s Best, LLC | Chief Executive Officer | 2012–2022 | Led JV distributing nationally branded eggs |
| Eggland’s Best, Inc. | President & CEO | 1997–2022 | Franchise-driven consumer egg business leadership |
| Eggland’s Best, Inc. | President & COO | 1995–1996 | Operations leadership |
| Eggland’s Best, Inc. | EVP & COO | 1990–1994 | Operations leadership |
| American Mobile Communications, Inc. | President & CEO | 1987–1990 | Wireless communications executive leadership |
| Precision Target Marketing, Inc. | President & COO | 1985–1987 | Marketing operations leadership |
| The Grand Union Company; BeechNut/Nestlé; Unilever | Executive marketing roles | 1976–1985 | Consumer marketing experience |
| U.S. Army & U.S. Army Reserves | Service | 1971–1977 | Military service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FG Group Holdings, Inc. (then NYSE American: FGH) | Director | May 2015–Feb 2024 | Service ended upon FGH’s merger with Fundamental Global Inc. (Nasdaq: FGF) |
| Eggland’s Best, Inc. | Director | 1990–2022 | Served on EB and many affiliates’ boards |
| Eurofresh Foods, Inc. (private) | Director | 2010–2013 | Private company board |
| Nature’s Harmony Foods, Inc. | Director | 2004–2013 | Board service |
Board Governance
- Independence: The board determined Lanktree is “independent” under NYSE American and SEC rules; all standing committee members in 2024 were independent .
- Committees (as of record date): Audit Committee member; Compensation Committee member; not on Nominating & Governance Committee; not on Strategic M&A Committee .
- Committee chairs: Audit Chair—Gen. E. Gray Payne; Compensation Chair—R. Joseph Jackson; Nominating & Governance Chair—Ellen O. O’Hara .
- Meetings/attendance: Board held 13 meetings in 2024; each director attended at least 75% of board and applicable committee meetings; all then‑serving directors attended the 2024 annual stockholders’ meeting .
- Audit Committee met five times in 2024; Compensation Committee met three times in 2024 .
| Committee | Lanktree Role | Chair? | 2024 Meetings |
|---|---|---|---|
| Audit | Member | No | 5 |
| Compensation | Member | No | 3 |
| Nominating & Governance | Not a member | — | — |
| Strategic M&A | Not a member | — | — |
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Notes |
|---|---|---|---|
| 2024 | 30,000 | 0 (no extra for chair/committee service) | Program effective Jan 1, 2024 |
| 2025 | 90,000 | 0 (no extra for chair/committee service) | Approved Jan 16, 2025 |
- 2017 Incentive Compensation Plan director cap: aggregate grant-date fair value of awards plus cash fees ≤ $200,000 per calendar year for any single non-employee director .
- 2025 Incentive Plan proposal: non-employee director annual cap increased to $500,000 (awards plus cash), if approved by stockholders .
Performance Compensation
| Year | Award Type | Grant Date | Shares/Options (#) | Fair Value ($) | Exercise Price ($) | Vesting | Expiration |
|---|---|---|---|---|---|---|---|
| 2024 | RSUs (director annual grant) | Feb 6, 2024 | 7,335 | 90,000 | — | Generally vests in 3 equal annual installments beginning on 1st anniversary; Lanktree’s specific tranche begins vesting Feb 6, 2029 (3 annual installments) | — |
| 2025 | Stock Options (director annual grant) | Jan 16, 2025 | 2,238 | 35,000 | 32.58 per share | Vests in 3 equal annual installments beginning Jan 16, 2026 | Jan 16, 2035 |
Outstanding Equity Awards Detail (as of Dec 31, 2024)
| Grant Date | Type | Shares Remaining | Vesting Dates |
|---|---|---|---|
| Aug 24, 2020 | RSUs | 526 | Aug 24, 2025 |
| Aug 17, 2021 | RSUs | 1,238 | Aug 17, 2025 and Aug 17, 2026 |
| Aug 21, 2023 | RSUs | 3,395 | Vests in full on Aug 21, 2026 |
| Dec 14, 2023 | RSUs | 1,132 | Vests in full on Dec 14, 2026 |
| Feb 6, 2024 | RSUs | 7,335 | 3 equal annual installments beginning Feb 6, 2029 |
| Jan 16, 2025 | Stock Options | 2,238 | 3 equal annual installments beginning Jan 16, 2026; expires Jan 16, 2035 |
Director Compensation (FY 2024 actual)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Charles T. Lanktree | 30,000 | 90,000 | 120,000 |
Other Directorships & Interlocks
- Current BKTI postures: Lanktree is independent; serves on Audit and Compensation Committees .
- Prior public board: FG Group Holdings, Inc. director (May 2015–Feb 2024; service ended upon merger with Fundamental Global Inc.) .
- BKTI’s historical relationship with FG affiliates (context): BKTI previously held an investment in FG Financial Holdings, LLC managed by FG affiliates; BKTI redeemed and withdrew on Jan 25, 2024 for 52,000 BKTI shares (~$650,000 value) . No Item 404 relationship disclosed for Lanktree; Compensation Committee members (including Lanktree) had no relationships requiring disclosure .
Expertise & Qualifications
- Education: MBA (University of Notre Dame); B.S. Food Marketing (St. Joseph’s University) .
- Industry: Wireless communications executive (American Mobile Communications; broader wireless sector experience) .
- Consumer/operations: Long-tenured CEO/COO in branded consumer products (Eggland’s Best) with franchise operations .
- Military: U.S. Army and Reserves service 1971–1977 .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (Lanktree) | 16,832; less than 1% of outstanding |
| Shares outstanding (Record Date) | 3,584,346 |
| RSUs outstanding (Dec 31, 2024) | 13,626 RSUs |
| Options outstanding (Dec 31, 2024) | None (director options granted Jan 2025) |
| Insider trading/hedging/pledging policy | Hedging and pledging prohibited; blackout periods; CFO pre-clearance; applies to directors |
| Indemnification | Company indemnification agreements for directors/officers |
Insider trades (Form 4)
| Date | Form | Summary | Link |
|---|---|---|---|
| Mar 17, 2025 | Form 4 | Statement of changes in beneficial ownership (reporting owner: Lanktree) | |
| Dec 16, 2024 | Form 4 | Statement of changes in beneficial ownership; includes disclosure that Reporting Person may be deemed beneficial owner of 1,541 shares held by the Donna B. Lanktree Family |
Fixed Compensation vs. Performance Compensation Mix (Structure Signals)
- 2024 mix: $30,000 cash retainer + $90,000 RSUs; no additional fees for chair/committee service .
- 2025 mix: $90,000 cash retainer + $35,000 stock options (2,238 options at $32.58; 10-year term); no chair/committee fees .
- Plan limits: 2017 director cap $200,000 per calendar year per director (cash + equity); proposed 2025 plan director cap $500,000 per fiscal year (cash + equity) .
Related-Party Transactions and Conflicts
- Item 404 review: “Except as set forth” (East West, FG items unrelated to Lanktree personally), BKTI disclosed no related-person transactions requiring Item 404 reporting in 2024–2023 and none proposed for 2025; Compensation Committee members (Jackson, Lanktree, Sams) had no relationships requiring Item 404 disclosure .
- Family relationships: None among directors/executives .
- Legal proceedings: None for directors/executives in past 10 years, to the best of the company’s knowledge .
- Compensation consultant independence: CAP engaged; noted a cross-director recommendation via Chairman Horowitz, committee concluded no conflict .
Governance Assessment
- Independence and committee roles: Lanktree meets independence standards and serves on Audit and Compensation—positions central to financial oversight and pay governance; no Item 404 relationships disclosed for him, supporting investor confidence .
- Attendance and engagement: Board met 13 times in 2024 with each director ≥75% attendance; directors attended the 2024 annual meeting, indicating baseline engagement (company does not disclose individual attendance rates) .
- Alignment mechanisms: Time-based RSUs and multi-year option vesting; hedging/pledging prohibition and clawback policy provide alignment and accountability .
- Compensation structure changes: Shift from RSUs (2024) to options (2025) increases equity’s sensitivity to share price; cash retainer increased from $30k to $90k; plan-level director cap proposed to rise to $500k under 2025 Plan (subject to stockholder approval)—worth monitoring for pay inflation risk .
- RED FLAGS: None evident specific to Lanktree—no related-party transactions reportable, no legal proceedings, no family ties, no hedging/pledging; note broader company transactions with East West and historical FG ties as contextual, but not linked to Lanktree personally .
Overall, Lanktree’s long-tenured CEO experience and independence, combined with participation on Audit and Compensation, supports board effectiveness; equity awards are primarily time-based, with options added in 2025; policies on hedging/pledging and clawbacks are positives for governance alignment .