Jeffrey D. Yowell
About Jeffrey D. Yowell
Jeffrey D. Yowell (age 57) joined the Butler National (BUKS) Board in 2024 and was elected Executive Chairman in January 2025; he previously served as Lead Independent Director in 2024 . He operates JDY Inc. (C‑suite consulting) and owns Getter Farms, and has chaired the Board of Trustees for the Trust of Buffalo Funds since 2018 (trustee since 2015); he was CEO of DataCore Marketing (1992–2012) and holds an MBA from UMKC and a BS from Trinity University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Butler National (BUKS) | Director | 2024–present | Nominating & Governance member pre–Executive Chairman |
| Butler National (BUKS) | Lead Independent Director | Aug 2024–Oct 2024 | Organized independent director sessions; agenda input, CEO performance input |
| Butler National (BUKS) | Executive Chairman | Jan 2025–present | Board leadership; agendas; strategy oversight; investor communication support |
| Butler National (BUKS) | Compensation Committee Chair | 2024–2025 | Oversight of executive/director pay; ratified 2025 equity issuances |
| Butler National (BUKS) | Audit Committee Member | FY2025; attended all meetings | Financial reporting and controls oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trust of Buffalo Funds (mutual fund complex) | Board Chairman | Since 2018 | Board leadership across 10 funds |
| Trust of Buffalo Funds | Trustee | Since 2015 | Oversight of fund governance |
| JDY Inc. | Principal | Ongoing | C‑suite advisory |
| Getter Farms, LLC | Owner | Ongoing | Private operating role |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit Committee member (attended all four FY2025 meetings); prior service on Nominating & Governance .
- Independence: Became non‑independent as Executive Chairman (Jan 13, 2025); previously independent in 2024 .
- Attendance: Board held nine meetings in FY2025; each director attended at least 75%; Yowell attended each Audit Committee meeting .
- Board leadership: Executive Chairman role established to manage Board affairs; Lead Independent Director role transitioned to Joseph P. Daly for 2025 term .
- Governance enhancements: Board approved phased de‑staggering with annual elections starting 2027; majority voting in uncontested elections .
- Trading policy shift: 2024 policy permitted hedging; 2025 policy prohibits short sales, hedging, margin and pledging—reduces alignment risk .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Quarterly cash retainer ($) | $6,000 | $10,000 (from Q3 FY2025) |
| Quarterly stock award ($) | — | $12,500 (from Q3 FY2025) |
| Executive Chairman additional ($/quarter) | — | $40,000 |
| Executive Chairman annualized ($/year) | — | $160,000 |
| Total director pay received by Yowell (FY) | $6,000 | $110,333 (Cash $32,000; Stock $25,000; Other $53,333) |
Notes: No per‑meeting fees; D&O insurance annual cost $227,000 (company—non‑director specific) .
Performance Compensation
- Director compensation has no explicit performance‑based awards; equity is time‑based via quarterly stock grants .
- As Compensation Chair, Yowell oversaw FY2025 executive incentive metrics (relevant to pay‑for‑performance governance):
| Executive Incentive Metric (FY2025) | Weight |
|---|---|
| Revenue | 35% |
| Operating Income | 40% |
| Personal KPIs | 25% |
Other Directorships & Interlocks
| Company/Institution | Role | Committee Roles | Potential Interlock/Exposure |
|---|---|---|---|
| Trust of Buffalo Funds | Chairman/Trustee | Board leadership | Investment management governance; no disclosed BU supplier/customer interlock |
No other public company boards for Yowell disclosed; Daly’s external roles are separate and do not indicate interlocks tied to Yowell .
Expertise & Qualifications
- Former CEO with 20 years in marketing operations (DataCore Marketing); board chair experience in mutual fund governance; C‑suite consulting expertise .
- Academic credentials: MBA (UMKC) and BS (Trinity University) .
- Board leadership experience as Lead Independent Director and Executive Chairman, including agenda setting, CEO evaluation input, and succession planning support .
Equity Ownership
| Holder | As of Date | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|---|
| Jeffrey D. Yowell | Aug 22, 2024 | 50,000 | 0.1% |
| Jeffrey D. Yowell | Aug 5, 2025 | 66,389 | <1% |
- Ownership guidelines: Directors must reach holdings equal to 2× annual cash retainer within three years; directors cannot sell director‑earned shares until guideline compliance; all non‑employee directors are in compliance (2025) .
- Hedging/pledging: Company prohibits short sales, derivatives, hedging, margin accounts, and pledging for directors in 2025 policy (tightened from permissive stance in 2024) .
Governance Assessment
- Independence risk: Yowell is non‑independent Executive Chairman and listed as Compensation Committee Chair in 2025—comp committees are typically fully independent under exchange standards; while BU is OTCQX, this structure may be viewed as a governance weakness. The Company notes committee actions were ratified by independent directors in July 2025. RED FLAG: Non‑independent chair of Compensation Committee .
- Attendance/engagement: Strong committee engagement (all Audit meetings attended) and Board attendance policy; no late Section 16 filings reported for Yowell .
- Pay alignment: Introduction of quarterly equity grants for directors and stock ownership guidelines improves alignment; Executive Chairman cash supplement is sizable ($160,000/year) and should be balanced against independence considerations .
- Related‑party exposure: No related‑party transactions disclosed involving Yowell; other director related‑party items (consulting, legal fees) are disclosed and reviewed per policy .
- Shareholder support signals: Say‑on‑pay support rose to 99.4% in 2024 from 81% in 2023—positive sentiment on compensation program oversight .
Say‑On‑Pay History
| Year | Say‑On‑Pay Approval |
|---|---|
| 2023 | 81% |
| 2024 | 99.4% |
Director Compensation Structure Changes
- Shift from $6,000/quarter (FY2024) to $10,000 cash + $12,500 stock per quarter starting Q3 FY2025; Executive Chairman enhancement of $40,000/quarter .
- No per‑meeting fees; director equity grants sourced from 2016 Equity Incentive Plan with grant value set using stock price two trading days after results announcements .
Potential Conflicts & Related Party
- No transactions or loans disclosed involving Yowell; Company documents related‑party engagements with other directors and affirms policy‑based review/approval processes .
- Eligibility constraints: Directors cannot serve with competitors; service limits on public company boards; diversity of skills targeted by Nominating & Governance .
Risk Indicators
- Legal proceedings: Company confirms no criminal/securities violations for directors/officers in past ten years .
- Trading controls: 2025 prohibition on hedging/pledging reduces alignment risk versus 2024 stance .
Director Stock Ownership Guidelines & Compliance
- Non‑employee directors must reach 2× cash retainer within three years; all are in compliance (2025) .
- Directors precluded from selling director‑earned shares until guideline compliance .
Summary Implications for Investors
- Board leadership by a non‑independent Executive Chairman combined with Compensation Committee chair role is a governance red flag; investors should monitor committee composition and independence practices despite OTCQX status .
- Offsetting positives include strong say‑on‑pay support, enhanced alignment through equity grants and ownership guidelines, firm prohibition on hedging/pledging, and active meeting attendance .