Christopher J. Reedy
About Christopher J. Reedy
Christopher J. Reedy is President, Chief Executive Officer and Secretary of Butler National Corporation (BUKS). He joined the company in November 2000, served as Vice President and Secretary beginning in 2005, was Chief Operating Officer from January–May 2023, and became CEO in May 2023; he was appointed to the Board in February 2024 and served as Chairman August 2024–January 2025. Reedy is 59, holds a B.S. in Electrical Engineering (Kansas State University) and a J.D. (University of Missouri–Kansas City), with prior roles in private legal practice and aviation product development at Bendix/King (Allied Signal) . During his tenure, the company reported FY2025 net income of $12,551,000 versus $12,512,000 in FY2024, and cumulative TSR rose to $160.22 from a $100 initial fixed investment over the SEC-defined period; management notes net income and TSR are not used in incentive programs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Butler National Corporation | Vice President & Secretary | 2005–2023 | Corporate officer; governance/administration |
| Butler National Corporation | Chief Operating Officer | Jan–May 2023 | Operational leadership during transition to CEO |
| Butler National Corporation | President & CEO | May 2023–Present | Principal executive; leads strategy and execution |
| Colantuono & Associates, LLC | Attorney (aviation, business, employment) | 1997–2000 | Legal counsel in aviation and business matters |
| Polsinelli, White | Attorney | 1995–1997 | Legal practice |
| Bendix/King (Allied Signal, Inc.) | Aviation product development & sales | 1988–1993 | Aerospace products; commercial sales |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bendix/King (Allied Signal, Inc.) | Aviation product development & sales | 1988–1993 | Industry operating experience in avionics |
| Colantuono & Associates, LLC | Attorney | 1997–2000 | Legal expertise in aviation/business |
| Polsinelli, White | Attorney | 1995–1997 | Legal experience |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $589,218 | $581,147 |
| Bonus Paid ($) | $211,442 | $243,012 |
| Stock Awards ($) | — | $135,000 |
| All Other Compensation ($) | $69,322 | $71,833 |
| Total Compensation ($) | $869,982 | $1,030,992 |
Additional details:
- All Other Compensation includes health benefits ($16,541 in FY2024; $15,333 in FY2025), memberships ($9,281 FY2024; $10,500 FY2025), and 401(k) matching ($43,500 FY2024; $46,000 FY2025) .
- Committee set FY2025 base salary at $580,000, down 2.5% from $595,000 in FY2024 (salary paid reflects timing/proration) .
Performance Compensation
Annual Cash Bonus Plan (adopted FY2025):
- Metrics and weightings: Revenue 35%, Operating Income 40%, Personal KPIs 25% .
- Target and maximum payouts (FY2025): Target $215,000; Maximum $365,000 .
- Actual bonus paid (FY2025): $243,012 .
- Company states it does not use net income or TSR in incentive programs .
| Metric | Weighting | FY2025 Target Payout ($) | FY2025 Actual Bonus Paid ($) |
|---|---|---|---|
| Revenue | 35% | $215,000 | $243,012 |
| Operating Income | 40% | $215,000 | $243,012 |
| Personal KPIs | 25% | $215,000 | $243,012 |
Equity Awards (Restricted Stock; no options granted in FY2025):
- Grant: January 7, 2025; 78,034 shares; grant-date fair value $135,000; vesting one-third at grant, one-third on first anniversary, one-third on second anniversary .
- Outstanding/unvested as of April 30, 2025: 52,023 shares, market value $77,514 at $1.49/share; vesting 26,011 on Jan 7, 2026 and 26,012 on Jan 7, 2027 .
| Equity Award | Grant Date | Shares Granted | Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Restricted Stock | Jan 7, 2025 | 78,034 | $135,000 | 1/3 at grant; 1/3 Jan 7, 2026; 1/3 Jan 7, 2027 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 2,443,401 shares; 3.8% of 64,854,736 outstanding shares as of Aug 5, 2025 |
| Unvested Restricted Shares | 52,023 shares; market value $77,514 at $1.49 (Apr 30, 2025) |
| Options (Exercisable/Unexercisable) | None outstanding; option columns blank |
| Stock Ownership Guidelines (Executives) | Must acquire within 3 years shares valued at 2× base salary |
| Hedging/Pledging Policy | Prohibits short sales, hedging, margin accounts, and pledging of company stock |
| Director Stock Ownership Guidelines | Non-employee directors: 2× annual cash retainer within 3 years; Reedy receives no additional director pay as an employee |
Upcoming vesting and potential selling pressure:
- 26,011 shares vest on Jan 7, 2026; 26,012 shares vest on Jan 7, 2027, creating identifiable windows for potential insider sales subject to trading windows and policy restrictions .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreements | Prior agreements dated Feb 4, 2020 terminated Jan 1, 2025 |
| Severance Agreement (current) | New agreement executed July 17, 2025; term to Apr 30, 2026 |
| Severance (termination without cause) | 12 months base salary, subject to release and compliance with non-compete/non-solicit |
| Change-in-Control (CIC) Agreement | New CIC executed July 17, 2025; term to Apr 30, 2026 |
| CIC Triggers | Double-trigger: CIC followed within 2 years by termination (other than death/disability/retirement/cause) or resignation for good reason |
| CIC Cash Benefits | Lump sum equal to 2× highest compensation (salary + bonus) for any consecutive 12-month period in previous 3 years |
| CIC Benefits Continuation | Eligibility for medical, life, and long-term disability for 2 years post-termination |
| Equity Vesting on CIC | All unvested restricted shares vest upon CIC |
| Equity Vesting on Death/Disability/Retirement | If ≥1 year post-grant, remaining unvested shares vest; otherwise forfeited |
| Non-Compete/Non-Solicit | Contained in award agreements and severance terms |
Board Governance (Service, Committees, Independence)
- Board service: Appointed director February 2024; served as Chairman August 2024–January 2025; nominated as Class I director for term expiring at the 2027 annual meeting as part of phased de-staggering approved in October 2024 .
- Independence: Proxy designates Julie M. Bowen, Joseph P. Daly, and Michael A. Loh as independent; Reedy is not listed among independent directors, consistent with his status as a management director .
- Committee roles: Not disclosed for Reedy in the proxy sections reviewed.
- Director compensation: Employee directors (Reedy and, before July 2024, Peters) receive no additional compensation for board service; non-employee directors receive quarterly cash and stock; an Executive Chairman role was created in January 2025 with added pay .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: 99.4% of votes cast at the 2024 annual meeting approved executive compensation on an advisory basis; Compensation Committee considered voting results in program assessments .
Pay vs Performance Context
| Year | CEO SCT Total ($) | CEO “Comp Actually Paid” ($) | Average NEO SCT Total ($) | Average NEO “Comp Actually Paid” ($) | TSR Value of $100 | Net Income ($) |
|---|---|---|---|---|---|---|
| 2023 | $410,000 | $266,000 | $352,000 | $(92,000) | $74.19 | $4,516,000 |
| 2024 | $871,000 | $961,000 | $717,000 | $807,000 | $90.32 | $12,512,000 |
| 2025 | $1,030,992 | $1,064,807 | $702,182 | $705,939 | $160.22 | $12,551,000 |
Management disclosure:
- Company does not use net income or TSR in its incentive programs; FY2025 compensation actually paid to the PEO increased ~177% with net income up ~0.3%; TSR up ~77% in FY2025 reflecting stock price change from $0.84 to $1.49; cumulative TSR since April 29, 2022 up ~60% .
Compensation Structure Analysis
- Shift in mix: FY2025 introduced Annual Cash Bonus Plan and annual restricted stock awards; no equity awards in FY2024; FY2025 target pay mix for the CEO was Base 62%, Cash Bonus 23%, Equity 15% .
- Base salary moderation: FY2025 base salary set at $580,000 vs $595,000 in FY2024 (−2.5%) .
- Governance and alignment: Insider policy prohibits hedging and pledging; executive stock ownership guideline of 2× base salary to be achieved within 3 years; equity awards vest on CIC, enhancing retention but creating potential acceleration costs in transactions .
Risk Indicators & Red Flags
- Dual-role period: CEO concurrently served as Chairman (Aug 2024–Jan 2025), which can raise independence concerns; Board later created an Executive Chairman role separate from CEO .
- Upcoming vesting windows: 26,011 shares (Jan 7, 2026) and 26,012 shares (Jan 7, 2027) may introduce selling windows; company prohibits hedging/pledging and requires compliance with trading policies .
- CIC economics: Double-trigger 2× (salary + bonus) cash plus two years of benefits and full equity vesting could be dilutive to shareholders in change-of-control scenarios .
- Related-party context: Non-employee director consulting fees and historical separation payments to former executives indicate active boardroom transitions, though not tied to Reedy personally .
Equity Ownership & Unvested Awards Detail
| Shares Owned | % of Outstanding | Unvested RS | RS Market Value ($) | Vest Dates |
|---|---|---|---|---|
| 2,443,401 | 3.8% | 52,023 | $77,514 at $1.49 (Apr 30, 2025) | 26,011 on Jan 7, 2026; 26,012 on Jan 7, 2027 |
Investment Implications
- Compensation alignment: FY2025 introduced formulaic bonuses tied to revenue, operating income, and KPIs, plus multi-year restricted stock with defined vesting—this increases at-risk pay and retention alignment; cash moderation and equity introduction suggest balanced incentives .
- Retention risk and trading signals: Identified vest dates in early January 2026 and 2027 create observable windows for potential insider activity; monitor Form 4s and trading windows given strict hedging/pledging prohibitions .
- Governance considerations: The temporary CEO-Chair dual role in 2024 shifted to an Executive Chairman structure in 2025, improving separation of oversight; Reedy is not designated independent, consistent with best practice for management directors .
- Transaction sensitivity: CIC terms (2× cash plus benefits and equity acceleration) imply meaningful costs upon a sale; while standard for retention, investors should incorporate potential dilution/expense in M&A scenarios .
- Shareholder sentiment: Strong say-on-pay support (99.4% in 2024) indicates investor acceptance of pay design; continued transparency on performance goals and outcomes can sustain support .