Michael A. Loh
About Michael A. Loh
Lieutenant General (Ret.) Michael A. Loh, age 61, has served as a Class II independent director of Butler National Corporation since August 5, 2024, with a term currently expiring at the 2026 annual meeting . He retired as Director of the U.S. Air National Guard (2020–2024) following a 40-year U.S. Air Force career, previously serving as The Adjutant General of Colorado (2017–2020), and he continues to fly as a United Airlines 777 Captain, having served in management and line operations since 1992 . He holds a B.S. in Aeronautical Engineering from the U.S. Air Force Academy and an MBA from Trident University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Air National Guard | Director | 2020–2024 | Led strategic objectives and direction for ANG |
| State of Colorado | The Adjutant General; Executive Director of Department of Military & Veteran Affairs | 2017–2020 | Oversight of state military operations |
| United Airlines | Management & Line Operations; FAA Examiner, Instructor Pilot, Evaluator; 777 Captain | Since 1992; current | Operational and training leadership; current 777 Captain |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| United Airlines | 777 Captain; prior FAA Examiner/Instructor/Evaluator | Since 1992; current | Aviation operations and training leadership |
| Other public company boards | None disclosed | N/A | Proxy biographies list public boards if applicable; none listed for Loh in the past 5 years |
Board Governance
| Attribute | Detail | Evidence |
|---|---|---|
| Board classification and term | Class II director; term expires at 2026 annual meeting | |
| Destaggering | Phased declassification approved Oct 2024; all directors re-elected annually starting 2027 | |
| Independence | Board determined Loh is independent under Nasdaq standards | |
| Committees | Audit Committee member; Nominating & Governance Committee member | |
| Committee chairs | Audit: Julie M. Bowen (Chair); Nominating & Governance: Joseph P. Daly (Chair) | |
| Audit Committee financial expert | Julie M. Bowen designated; Loh is financially literate but not the designated financial expert | |
| Board meetings FY2025 | 9 meetings; each director attended at least 75% of Board/committee meetings during service | |
| Audit Committee meetings FY2025 | 4 meetings; Loh attended each Audit Committee meeting | |
| Majority voting | Uncontested director elections subject to majority vote standard; irrevocable resignation policy for incumbents failing to obtain a majority |
Fixed Compensation
| Component | FY2025 Terms | Amount (Loh) | Evidence |
|---|---|---|---|
| Quarterly cash retainer (Q1–Q2) | $6,000 per quarter (non-employee directors) | N/A (appointed Aug 5, 2024) | |
| Quarterly cash retainer (Q3–Q4) | $10,000 cash per quarter | $20,000 | |
| Additional Executive Chairman cash | $40,000 per quarter (paid to Executive Chairman, not Loh) | $0 | |
| Total cash (FY2025) | As applicable to service period | $20,000 |
Policy change: commencing Q3 FY2025, non-employee director compensation moved to $10,000 cash per quarter plus $12,500 of company stock per quarter; no per-meeting fees .
Performance Compensation
| Equity Award Type | FY2025 Terms | Amount (Loh) | Grant Mechanics | Evidence |
|---|---|---|---|---|
| Quarterly stock award (Q3–Q4) | $12,500 of stock per quarter | $25,000 | Granted from 2016 Equity Incentive Plan; value based on closing stock price two full trading days after announcing results | |
| Options/PSUs/Performance metrics | Not disclosed for directors | — | No director performance metrics or options disclosed |
Note: Director equity awards are retainer-based; no performance metric framework for director compensation is disclosed. Stock awards are time-based as quarterly retainers rather than performance-contingent .
Other Directorships & Interlocks
| Person/Entity | Nature | Notes | Evidence |
|---|---|---|---|
| Jeffrey D. Yowell | Executive Chairman role | Receives additional $160,000 per year beyond director compensation; governance environment consideration | |
| Michael A. Loh | Related-party transactions | None disclosed involving Loh | |
| Public company boards (Loh) | Interlocks | None disclosed |
Expertise & Qualifications
- Aeronautical engineering and aviation operations expertise; USAFA B.S.; United Airlines long-tenured 777 Captain and prior FAA Examiner/Instructor/Evaluator .
- Military leadership and strategic planning across ANG and state-level command; Adjutant General of Colorado (2017–2020), Director ANG (2020–2024) .
- Financial literacy for audit oversight; board designates Bowen as the audit committee financial expert; Loh sits on Audit and Nominating & Governance committees .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Shares Outstanding Reference Date | Evidence |
|---|---|---|---|---|
| Michael A. Loh | 112,239 | <1% | 64,854,736 shares outstanding as of Aug 5, 2025 | |
| Ownership guidelines | 2x annual cash retainer within 3 years; directors precluded from selling director-earned shares until compliant; all non-employee directors are in compliance | Policy and status | ||
| Hedging/Pledging | Prohibited from short sales, hedging, margin accounts, and pledging | Policy | ||
| Section 16 compliance | No late/delinquent filings noted for Loh; list cites late filings for others | FY2024–FY2025 review |
Governance Assessment
- Strengths: Independent status, dual military and aviation operational expertise, and active committee roles on Audit and Nominating & Governance bolster board effectiveness and risk oversight . Audit Committee attendance was 100% (4/4 meetings), signaling strong engagement . Ownership alignment supported by quarterly stock retainer and compliance with director ownership guidelines; hedging/pledging prohibited by policy .
- Watch items: Audit Committee’s sole designated financial expert is Bowen; Loh is financially literate but not the designated expert—ensure continued access to financial expertise in committee deliberations . Board structural changes include creation of an Executive Chairman with additional compensation; while not a direct conflict for Loh, investors should monitor board independence dynamics and influence concentration . Board destaggering begins fully in 2027; continued movement toward annual elections is positive for shareholder accountability .
- Conflicts/Related-party exposure: No related-party transactions involving Loh disclosed; related transactions listed for other directors were subject to governance processes and committee review .
RED FLAGS: None disclosed specific to Loh (no related-party transactions, no hedging/pledging permitted, and strong committee attendance) .