E. Gray Payne
About E. Gray Payne
Major General (ret.) E. Gray Payne is an independent director of BK Technologies, age 77, first appointed in 2017; he serves as Audit Committee Chair and is designated an “audit committee financial expert.” He previously served as Senior Vice President at The Columbia Group (2010–2017) and spent 10 years on active duty in the U.S. Marine Corps as a Major General overseeing logistics commands and a $5.5B facilities budget across 28 installations. He holds a B.S. in Economics (North Carolina State University) and an M.S. in Strategic Studies (U.S. Army War College), is a member of NACD, and earned the Professional Director designation from the American College of Corporate Directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Columbia Group (TCG) | Senior Vice President overseeing Marine Corps & Navy Programs | Sep 2010–Sep 2017 | Managed logistics, acquisitions, program management; federal clients (DoD, DHS, NOAA); oversight of IT, training, C2 systems |
| U.S. Marine Corps | Major General; commanded Marine Corps Mobilization Command, Marine Corps Logistics Command, 4th Marine Logistics Group | 10 years prior to Sep 2010 (approx. 2000–2010) | Assistant Deputy Commandant for Facilities; responsible for 28 installations and >$5.5B annual budget |
| Various companies (private) | CFO, COO, CEO, management consultant | Prior to Mar 2001 | Executive roles at firms with sizes $2.5M–$100M |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| VetCV | Director | Since Dec 2017 | Veteran-focused platform |
| National Wildlife Refuge Association | Director | Since Jun 2018 | Conservation non-profit |
| FG Financial Group, Inc. (Nasdaq: FGF) | Director | May 2018–Feb 2024 (through merger with FG Group Holdings Inc.) | Public reinsurance/financial services; tenure ended upon merger |
| Marine Corps Association & Foundation | Prior Chairman of the Board | Not specified | Leadership in marine community |
| Marstel-Day, LLC | Advisory Council member | Not specified | Environmental consulting |
Board Governance
- Independence: Board determined Payne is independent under NYSE American and SEC rules; all 2024/2025 committee members were independent .
- Committee roles: Audit Committee Chair and “audit committee financial expert”; member of Nominating & Governance .
- Attendance: Board held 13 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Executive sessions: Independent directors meet in executive session at least annually .
- Board leadership: Separate Chair and CEO; no designated Lead Independent Director; independent directors provide oversight through committees .
| Committee | 2024/2025 Membership | Meetings (2024) | Notes |
|---|---|---|---|
| Audit | Payne (Chair); Jackson; Lanktree | 5 | Oversees financial reporting, auditor appointment/fees, compliance, related party transactions; Payne designated “financial expert” |
| Compensation | Jackson (Chair); Lanktree; Sams | 3 | Reviews exec pay; administered equity plans; used CAP as consultant (no conflicts per committee) |
| Nominating & Governance | O’Hara (Chair); Payne; Sams | 1 | Oversees director nominations, governance policies |
| Strategic M&A | Horowitz; Suzuki | 2 | Established July 2024; evaluates growth/M&A opportunities |
Fixed Compensation
| Year | Component | Amount/Terms |
|---|---|---|
| 2024 | Annual cash retainer | $30,000; paid in two quarterly installments for Q3–Q4 2024; no additional fees for Chair or committee service |
| 2025 | Annual cash retainer | $90,000; payable quarterly; no additional fees for Chair or committee service |
Director compensation paid (2024):
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| E. Gray Payne | $30,000 | $90,000 (7,335 RSUs) | $120,000 |
Performance Compensation
| Year | Award Type | Grant Details | Vesting | Valuation |
|---|---|---|---|---|
| 2024 | RSUs | 7,335 RSUs to Payne on Feb 6, 2024 under 2017 Plan | 3 equal annual installments starting Feb 6, 2025 (time-based) | $90,000 grant-date fair value |
| 2025 | Stock Options | 2,238 options to Payne on Jan 16, 2025; exercise price $32.58; term to Jan 16, 2035 | Vest in 3 equal annual installments beginning Jan 16, 2026 (time-based) | $35,000 option value (allocation per program) |
Outstanding director equity (as of Dec 31, 2024):
| Instrument | Payne Outstanding |
|---|---|
| RSUs | 9,099 RSUs (includes prior grants: 526 RSUs from Aug 24, 2020 vesting Aug 24, 2025; 1,238 RSUs from Aug 17, 2021 vesting in 2025 and 2026; and 7,335 RSUs from Feb 6, 2024 vesting 2025–2027) |
| Options | 2,238 options granted Jan 16, 2025; unexercisable until 2026; expire 2035 |
Performance metrics for director awards:
| Metric | Linked Awards | Description |
|---|---|---|
| None disclosed | Director RSUs & Options | Director equity grants are time‑based only; no performance metrics tied to director compensation |
Change‑of‑control and clawback:
- Equity awards generally feature double‑trigger vesting if assumed; single‑trigger if not assumed; definitions of “cause/good reason” per plan .
- Company Clawback Policy adopted in 2023 applies to incentive‑based compensation; awards subject to forfeiture/recoupment after restatements .
- Hedging and pledging of Company securities are prohibited by policy .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| FG Financial Group, Inc. (FGF) | Public | Director (2018–Feb 2024) | No BKTI‑specific transaction disclosed with Payne; related‑party items in proxy concern other parties (e.g., East West, FG entities and prior investment manager) |
| VetCV; National Wildlife Refuge Association | Private/Non‑profit | Director (dates above) | No related‑party transactions disclosed involving these roles |
Related‑party transactions oversight and items:
- Audit Committee oversees conflicts and related‑party transactions per policy; directors recuse when interested .
- Disclosed transactions include consulting RSUs to Horowitz and East West Manufacturing agreements/ownership; no transactions involving Payne disclosed .
Expertise & Qualifications
- Financial and operational oversight at large scale: Marine Corps Assistant Deputy Commandant for Facilities managing 28 installations and >$5.5B budget; logistics command leadership .
- Audit Committee financial expertise designation by Board .
- Federal programs and defense sector experience; senior leadership at The Columbia Group .
- Governance credentials: NACD member; Professional Director designation (American College of Corporate Directors) .
- Education: B.S. Economics (NCSU); M.S. Strategic Studies (U.S. Army War College) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | RSUs Outstanding | Notes |
|---|---|---|---|---|
| E. Gray Payne | 25,136 | <1% (asterisked in proxy) | 9,099 RSUs | No hedging/pledging permitted by policy |
Insider Trades
| Date (Filed) | Form | Transaction Summary | Notes |
|---|---|---|---|
| Feb 9, 2024 | Form 4 | Reported RSUs granted Feb 6, 2024 (director grant) | Company noted certain Section 16 filings were delinquent; this filing reported director RSUs |
| Mar 17, 2025 | Form 4 | Reported prior RSUs (Aug 21, 2023; Dec 14, 2023) and Jan 16, 2025 option grant | Catch‑up reporting acknowledged in proxy |
Governance Assessment
- Board effectiveness: Payne provides robust oversight as Audit Chair and designated financial expert; the audit committee met five times in 2024 with responsibilities spanning auditor selection, fees, internal controls, and related‑party review—supportive of investor confidence .
- Independence & engagement: Classified independent; attended at least 75% of meetings; participates in Nominating & Governance—positive signals for governance quality .
- Compensation alignment: Director pay shifted meaningfully in 2025 from $30k cash + $90k RSUs to $90k cash + $35k options; time‑based vesting with no performance metrics. Options can enhance pay‑for‑performance sensitivity vs. RSUs, but increased fixed cash retainer reduces at‑risk mix (watch for future calibration) .
- Conflicts & related‑party exposure: No Payne‑specific related‑party transactions disclosed; Audit Committee policy covers conflicts; large manufacturing agreement/payments with East West were disclosed and should remain under Audit Committee scrutiny (not tied to Payne) .
- Risk indicators: Company prohibits hedging/pledging; Clawback Policy in place; minor Section 16 filing timeliness issues noted (including Payne) are a mild governance blemish but not material on their own .
- Shareholder sentiment: Say‑on‑pay support ~98.4% at 2024 meeting indicates broad investor approval of compensation program design; continued focus on transparent governance beneficial .
RED FLAGS (monitor):
- Increase in guaranteed director cash compensation (2025) reduces at‑risk pay proportion; monitor future equity mix and vesting rigor .
- Section 16 filing timeliness issues flagged in proxy (including Payne); ensure ongoing compliance to avoid perception of weak disclosure controls .
Positive signals:
- Audit Committee leadership and “financial expert” designation; independence affirmed .
- Prohibitions on hedging/pledging; double‑trigger CoC vesting and Clawback Policy coverage .