Julie M. Bowen
About Julie M. Bowen
Julie M. Bowen, age 41, is an independent director of Butler National Corporation (BUKS), appointed on April 11, 2025, and designated a Class II director subject to re‑election at the 2026 annual meeting . She is a certified public accountant and qualifies as the Board’s “audit committee financial expert” under SEC rules; she became Audit Committee Chair effective July 17, 2025 . Bowen holds a B.S. in Business Administration and Accounting and a Master of Accountancy, both from Kansas State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Audit Senior Associate | 2007–2010 | Public accounting audit experience foundational to audit chair role . |
| Ferrell Capital, Inc. (family office) | Controller | 2010–2016 | Oversight of accounting operations and controls . |
| Samson Capital Management (SEC‑registered RIA) | Chief Compliance Officer | 2010–2016 | Compliance leadership; relevant to governance and controls . |
| Tanner Consolidated Holdings (diversified holdco) | Chief Financial Officer | 2016–2019 | CFO for multiple entities; strategy and M&A exposure . |
| Samson Dental Partners (DSO) | Chief Financial Officer | 2019–2020 | Multi‑state operations finance leadership . |
| Bright Tiger Dental Management (DSO) | Chief Financial Officer | 2019–2021 | Overlapping CFO role; multi‑clinic finance operations . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Legacy Infrastructure Group (private construction co.) | Chief Financial Officer | 2022–Present | Leads finance, strategy, efficiency analysis, and M&A initiatives . |
Board Governance
- Independence: The Board determined Bowen is independent (Nasdaq standards as reference) and an audit committee financial expert .
- Committee assignments: Audit Committee (Chair effective July 17, 2025); committee includes Bowen (Chair), Michael A. Loh, and Jeffrey D. Yowell .
- Audit Committee composition/independence: Only Loh and Bowen are independent; Yowell was independent before becoming Executive Chairman on January 13, 2025 .
- Board structure and meetings: Board held nine meetings in fiscal 2025; each director attended ≥75% of Board/committee meetings during their service period .
- Classification and election: Bowen is a Class II director; Class II terms expire at the 2026 annual meeting; phased de‑staggering results in annual elections for all directors starting in 2027 .
Fixed Compensation
| Item | Amount | Period/Effective Date | Source |
|---|---|---|---|
| Cash fees (FY2025 actual) | $2,247 | Fiscal 2025 (partial, post‑appointment) | |
| Stock awards (FY2025 actual) | — | Fiscal 2025 | |
| Non‑employee director cash retainer | $10,000 per quarter | Effective beginning Q3 FY2025 | |
| Non‑employee director equity grant | $12,500 in common stock per quarter (granted from 2016 Equity Incentive Plan; price set two full trading days after results) | Effective beginning Q3 FY2025 | |
| Per‑meeting fees | None | Ongoing |
Performance Compensation
| Element | Detail |
|---|---|
| Equity structure | Quarterly stock grants to non‑employee directors; no performance‑conditioned metrics disclosed for director equity . |
| Options | No option awards reported for directors in FY2025 . |
No director performance metrics (e.g., TSR, EBITDA, ESG goals) are disclosed for non‑employee directors; equity appears time‑based per quarter .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| None disclosed | — | — | The proxy biography for Bowen lists no current or prior public company directorships in the past five years . |
Expertise & Qualifications
- CPA with deep accounting, financial reporting, internal controls, and M&A experience; designated Audit Committee Financial Expert by the Board .
- Executive finance leadership across private companies and multi‑entity environments (CFO roles at Legacy Infrastructure Group, Tanner Consolidated, Samson Dental Partners, Bright Tiger Dental) .
- Education: B.S. Business Administration & Accounting; Master of Accountancy (Kansas State University) .
Equity Ownership
| Metric | Value | As of/Notes |
|---|---|---|
| Beneficial ownership (shares) | 8,503 | As of August 5, 2025 |
| Percent of class | <1% (denoted “*”) | Based on 64,854,736 shares outstanding |
| Hedging/pledging | Prohibited for directors under insider trading policy | Policy prohibits short sales, hedging, margin accounts, and pledging |
| Director ownership guidelines | 2x annual cash retainer within 3 years; may not sell earned shares until compliant | Company states all non‑employee directors are in compliance |
Insider Trades and Section 16 Compliance
| Date | Filing | Detail | Notes |
|---|---|---|---|
| April 25, 2025 | Form 3 | Initial statement of beneficial ownership | Reported as filed late in the company’s Section 16(a) summary |
The company’s Section 16(a) review noted Bowen’s late Form 3 filing; no additional Bowen Section 16 filings were highlighted in the proxy’s FY2024–FY2025 compliance summary .
Governance Assessment
-
Strengths:
- Independence and expertise: Bowen is independent and the Board’s designated audit committee financial expert; she was elevated to Audit Chair three months after joining, signaling reliance on her technical competence .
- Ownership alignment: Quarterly equity grants, ownership guidelines (2x annual cash retainer within three years), and prohibitions on hedging/pledging support alignment with shareholders .
- Engagement baseline: Board met nine times in FY2025, and each director met ≥75% attendance thresholds during their service period .
-
Watch items / potential red flags:
- Audit Committee composition includes the Executive Chairman (not independent), while only Bowen and Loh are independent; although BUKS is not exchange‑listed, this composition would not meet typical exchange independence requirements if applicable .
- Section 16 compliance: Bowen’s Form 3 was filed late (administrative compliance blemish), though promptly disclosed in the 2025 proxy .
- Director pay escalation: Non‑employee director compensation increased in FY2025 from $6,000/quarter (first two quarters) to $10,000 cash plus $12,500 stock per quarter beginning Q3; this increases guaranteed cash and equity retainer, warranting ongoing monitoring for pay‑for‑service calibration at a micro‑cap/OTCQX issuer .
Related‑party transactions: The company disclosed several legacy related‑party items for other directors/executives, but specifically noted no Item 404(a) related‑party transaction for Bowen at appointment and did not list any involving Bowen in the proxy’s “Certain Relationships” section .
Committee Map (current)
| Committee | Role | Notes |
|---|---|---|
| Audit Committee | Chair | Independent; designated Audit Committee Financial Expert |
| Compensation Committee | — | Not listed as a member |
| Nominating & Governance Committee | — | Not listed as a member |
Director Compensation (FY2025 snapshot)
| Component | Bowen FY2025 | Program Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $2,247 | Partial service post‑appointment in April 2025 |
| Stock Awards | — | No FY2025 stock award recorded for Bowen |
| Standard Non‑Employee Director Structure (from Q3 FY2025) | $10,000 cash + $12,500 stock per quarter | Granted under 2016 Equity Incentive Plan; priced two full trading days after results; no per‑meeting fees |
Other Directorships & Interlocks
| Public Company | Role | Committee Roles | Status |
|---|---|---|---|
| None disclosed | — | — | No other current/past five‑year public company board roles listed for Bowen |
Governance Signals Summary
- Appointment press release and 8‑K emphasize independence and audit financial expertise, aligning with the company’s recent governance refresh and Audit Chair transition in mid‑2025 .
- Board is phasing out the classified structure, with all directors to be elected annually starting in 2027, improving accountability; Bowen’s Class II seat is up in 2026 .
- Policy set (no hedging/pledging; ownership guidelines) is aligned with good‑practice; the one late Form 3 is a minor compliance miss to monitor going forward .
No employment agreement, severance, or change‑in‑control provisions apply to Bowen as a non‑employee director; director compensation and related policies are described in the proxy and appointment 8‑K .