Joseph P. Daly
About Joseph P. Daly
Joseph P. Daly (age 63) is a Class III director of Butler National Corporation (BUKS) first elected in 2024, appointed Lead Independent Director in January 2025 for the term ending October 1, 2025. He is founder and CEO of Essig Research, Inc., with more than 30 years of engineering and manufacturing services expertise in aircraft powerplants; he holds an MBA/MSF from Northeastern University and a BSME from Rensselaer Polytechnic Institute .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Essig Research, Inc. | Founder and Chief Executive Officer | Not disclosed | Leading provider of high-tech engineering/manufacturing services in aircraft powerplants |
| Kreisler Manufacturing Inc. | Director and largest shareholder | Dec 2013 – Jul 2016 | Company acquired by Arlington Capital Partners in July 2016 |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Autoscope Technologies Corp. (OTCQX:AATC) | Director | Since Jan 2019 | Chair, Nominating & Governance Committee |
Board Governance
- Committee assignments (FY2025): Chair, Nominating & Governance Committee; member, Compensation Committee; not on Audit (Audit chaired by Julie M. Bowen; members Bowen and Michael A. Loh). N&G met 1 time, Compensation held 1 meeting and acted by unanimous consent 3 times; Audit met 4 times .
- Lead Independent Director: Independent directors elected Daly as LID for the board term ending October 1, 2025, with responsibilities including chairing independent sessions, input to agendas, liaison between independent directors and Executive Chairman/CEO, and guiding succession planning .
- Independence and Rule 10A-3: Board deems Daly “independent” under Nasdaq rules; however, he does not meet heightened independence under Exchange Act Rule 10A-3 due to >10% ownership (relevant to audit committee eligibility). He is not an Audit Committee member .
- Attendance: In FY2025 the Board held 9 meetings; each director attended at least 75% of Board and applicable committee meetings during their service. In FY2024 the Board held 8 meetings; each director attended at least 75% .
- Governance enhancements: Board destaggering adopted October 2024 to move to annual elections by 2027 . Hedging/pledging/margin prohibition adopted—directors are prohibited from short sales, hedging, pledging, or holding BUKS stock in margin accounts .
- Director stock ownership guidelines: Non-employee directors must reach holdings valued at 2x annual cash retainer within 3 years; directors cannot sell earned shares until in compliance; all non-employee directors are in compliance as of 2025 .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Board Cash Fees | $6,000 | $32,000 |
| Board Stock Awards | $0 | $25,000 |
| All Other Compensation | $0 | $0 |
| Total Director Compensation | $6,000 | $57,000 |
Notes:
- FY2025 structure (effective Q3 FY2025): $10,000 cash per quarter and $12,500 stock per quarter for non-employee directors .
- D&O insurance annual cost: $227,000 in FY2025; $121,000 in FY2024 (company-wide, not individual) .
Performance Compensation
| Feature | Details |
|---|---|
| Equity vehicle | Restricted stock granted from 2016 Equity Incentive Plan; $12,500 per quarter valued on closing price two trading days after results announcements (policy effective with Q3 FY2025) |
| Ownership alignment | Directors subject to stock ownership guidelines (2x annual cash retainer within 3 years); directors cannot sell earned shares until guideline compliance; all non-employee directors are compliant as of 2025 |
| Hedging/pledging policy | Prohibits short sales, derivatives, hedging, margin accounts, and pledging of BUKS stock for directors and employees |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock Risk |
|---|---|---|
| Autoscope Technologies Corp. (OTCQX:AATC) | Director; Chair Nominating & Governance | No disclosed BUKS-related transactions; low interlock risk based on filings |
| Kreisler Manufacturing Inc. | Former Director and largest shareholder | Historical role; no current interlock with BUKS |
Expertise & Qualifications
- Deep aerospace/defense engineering and manufacturing expertise (aircraft powerplants); senior leadership in private sector (Essig Research CEO) .
- Financial and governance acumen (chairs Nominating & Governance Committee at Autoscope) .
- Education: MBA/MSF (Northeastern University), BSME (Rensselaer Polytechnic Institute) .
Equity Ownership
| Metric | Aug 22, 2024 | Aug 5, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 8,000,000 | 8,720,000 (incl. 4,390,000 personally; 4,330,000 via EssigPR Inc., per Form 4 filed July 11, 2025) |
| Ownership % of Outstanding | 11.7% | 13.4% (of 64,854,736 shares outstanding) |
| Section 16 compliance | No late/delinquent filings reported for Daly in FY2024/FY2025 reviews |
Insider Holdings/Filings
| Filing Date | Form | Reported Holdings | Notes |
|---|---|---|---|
| July 11, 2025 | Form 4 | Daly: 4,390,000; EssigPR Inc.: 4,330,000 | Cited in BUKS proxy security ownership section |
Governance Assessment
- Strengths: Chair of Nominating & Governance Committee and Lead Independent Director responsibilities enhance board process, independent director coordination, and succession oversight . Attendance thresholds met; committee work documented; adoption of anti-hedging/pledging policy and director ownership guidelines improves alignment and investor confidence . Board destaggering to annual elections by 2027 enhances accountability .
- Alignment: Daly receives both cash and equity director compensation under a standardized structure; equity grants and ownership guidelines align director interests with shareholders .
- Potential conflicts/RED FLAGS: Concentrated ownership (13.4%) disqualifies Daly from heightened independence standard under Rule 10A-3; while he is not on Audit, continued service on Compensation Committee while a >10% holder warrants monitoring for perceived influence in pay decisions despite meeting Rule 10C-1 independence and non-employee criteria . No related-party transactions disclosed involving Daly; related-party items in filings concern other directors (Hayden consulting; Edgar law firm) and legacy matters (Stewart family) .
- Shareholder sentiment: Advisory say-on-pay support was 99.4% at the 2024 annual meeting (reported in 2025 proxy), signaling broad investor approval of compensation framework; continued oversight remains appropriate given board transitions and committee changes .