Lloyd R. Sams
About Lloyd R. Sams
Independent director since 2022, age 68. Sams’ background spans private equity and banking focused on media, telecom and business services, with prior roles originating, underwriting and structuring debt/equity transactions. He holds a B.S. in Business Administration (Washington & Lee) and an MBA (UNC Chapel Hill) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BIA Digital Partners | Managing Principal | 2000–2019 | Private equity investments across media/telecom/business services |
| Business Development Corporation of America (non-traded BDC) | Managing Director; Head of Lower Middle Market Investing | 2013–2015 | Led lower middle market investment activities |
| MoonSail Capital | Managing Director | 2017–2018 | PE investing |
| Every Income Holdings, LLC | President | 2018–2019 | Financial services holding company leadership |
| Aceyus Inc. (private) | Director | 2020–2021 | Software company governance |
| First Union/Wells Fargo; First Chicago/J.P. Morgan | Banker specializing in communications services | ~18-year banking career (dates not specified) | Sector-focused origination/underwriting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other current public company directorships disclosed |
Board Governance
- Independence: Board determined Sams is independent under NYSE American listing standards .
- Committees: Chair, Nominating & Governance; Member, Compensation; Not on Audit; Not on Strategic M&A .
- Attendance: Board met 13 times in 2024; each director attended at least 75% of Board and committee meetings; all serving directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at least annually .
- Board leadership: Separate Chair and CEO; no lead independent director .
| 2024 Meetings | Count |
|---|---|
| Board | 13 |
| Audit Committee | 5 |
| Compensation Committee | 3 |
| Nominating & Governance Committee | 1 |
| Strategic M&A Committee | 2 |
| Committee Assignments (as of Record Date) | Member | Chair |
|---|---|---|
| Audit | — | — |
| Compensation | Yes | — |
| Nominating & Governance | Yes | Yes |
| Strategic M&A | — | — |
Fixed Compensation
| Component | 2024 | 2025 |
|---|---|---|
| Annual cash retainer | $30,000 (two quarterly installments for Q3–Q4 2024) | $90,000 (quarterly installments) |
| Committee/chair fees | None; no additional compensation for chairing/serving on committees or as Chairman | None; same policy |
Performance Compensation
| Award Type | Grant Date | Quantity/Value | Exercise Price | Vesting | Expiration | Performance Metrics |
|---|---|---|---|---|---|---|
| RSUs | Feb 6, 2024 | 7,335 RSUs; grant-date value $90,000 | — | 3 equal annual installments beginning Feb 6, 2025, subject to continued service | — | None disclosed; time-based vesting |
| Stock Options | Jan 16, 2025 | 2,238 options; grant-value $35,000 | $32.58 per share | 3 equal annual installments beginning Jan 16, 2026 | Jan 16, 2035 | None disclosed; time-based vesting |
Clawback: Company adopted a compensation recovery policy (effective Oct 2, 2023) for incentive-based comp; awards under the new 2025 Plan are subject to this policy .
Other Directorships & Interlocks
| Company | Listing Status | Role | Interlock/Conflict Notes |
|---|---|---|---|
| — | — | — | No public-company interlocks disclosed for Sams . Compensation consultant CAP also served another issuer where the BKTI Chair is a director; Committee concluded no conflict |
Expertise & Qualifications
- Private equity and banking expertise; extensive deal structuring (debt/equity) .
- Education: B.S. Business Administration (Washington & Lee); MBA (UNC Chapel Hill) .
- Governance contribution: Chair of Nominating & Governance Committee overseeing board slate, governance policy review and compliance .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Lloyd R. Sams | 16,252 | <1% | As of April 22, 2025 record date; outstanding shares 3,584,346 |
| Unvested RSUs (as of Dec 31, 2024) | 7,335 | — | Granted Feb 6, 2024; vest 2025–2027 |
Hedging/Pledging: Company Insider Trading Policy prohibits hedging and pledging by directors; requires pre-clearance and imposes blackout periods .
Insider Trades and Filings
| Date | Form/Event | Security | Quantity | Price/Strike | Notes |
|---|---|---|---|---|---|
| Feb 6, 2024 | RSU grant (reported Feb 9, 2024) | RSUs | 7,335 | — | Part of annual non-employee director grant; 3-year vest |
| Jan 16, 2025 | Option grant (reported Feb 18/20, 2025 across directors) | Options | 2,238 | $32.58 | 3-year vest; expires 2035 |
| Mar 17, 2025 | Form 4 filings noted as late | RSUs/Options acknowledgments | — | — | Company disclosed late Section 16 filings including for Sams; references RSUs (Aug 21, 2023; Dec 14, 2023) and 2025 option grant |
Governance Assessment
-
Strengths:
- Independent director; leads Nominating & Governance Committee, adding oversight of board composition and governance policies .
- Strong industry/finance background aligned with BKTI’s strategic initiatives and M&A oversight through broader board structure .
- Alignment: material equity exposure via RSUs and 2025 options; company prohibits hedging/pledging, supporting investor alignment .
-
Watch items / RED FLAGS:
- Late Section 16(a) filings (including for Sams) noted by the company—generally a minor compliance lapse but worth monitoring for timeliness improvements .
- No lead independent director, though independent-only committees and executive sessions partially mitigate .
- 2025 director pay mix shifts toward higher cash ($90k vs. $30k in 2024) with smaller equity via options ($35k), which may modestly reduce annual equity alignment versus 2024’s $90k RSUs; however, options preserve upside linkage .
-
Shareholder signals:
- Say-on-pay support was ~98.4% in 2024, indicating strong investor acceptance of compensation practices; committee retained program based on feedback .