Max H. Hart
About Max H. Hart
Independent director since 2016; age 66 (as of the 2025 proxy). Career principal at Haas‑Hirsch Interests with deep experience in land management, oil and gas leasing, forestry, farming, and rights‑of‑way; the Board cites this domain expertise as his core credential for CKX’s land and minerals portfolio .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Haas‑Hirsch Interests | Principal | Not specified; current | Land management, oil/gas leasing, forestry/farming, rights‑of‑way expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None listed in CKX proxy biography | — | — | CKX’s proxy biography for Hart lists no other public company directorships |
Board Governance
- Independence: Board determined Hart is an “independent director” under NYSE American rules; also independent for service on the Compensation Committee .
- Committees (2024–2025):
- Compensation Committee: Member; Chair = Daniel J. Englander; other member = Eugene T. Minvielle .
- Audit Committee: Not a member; Chair = Eugene T. Minvielle; members = Daniel J. Englander, Lane T. LaMure .
- Nominating Committee: Not a member; Chair = Keith Duplechin; member = Lane T. LaMure .
- Committee activity: Compensation Committee had no meetings in 2024 and has no charter; Nominating Committee held no meetings in 2024 .
- Board leadership/structure: President W. Gray Stream serves as Board Chair; Lead Independent Director role established in 2022 (Eugene T. Minvielle) with responsibilities over agendas, information flow, and executive sessions .
- Board/independent sessions: Board held 5 meetings in 2024; independent directors met once in executive session .
- Attendance: Proxy flagged only Daniel J. Englander as <75% in 2024; no attendance shortfall disclosed for Hart .
2025 Director Election Results (Hart)
| Metric | Value |
|---|---|
| Votes For | 948,470 |
| Votes Withheld | 79,751 |
| Broker Non‑Votes | 427,641 |
Fixed Compensation
CKX pays directors per meeting; there is no annual retainer or equity compensation for directors disclosed.
| Meeting Type | Chairperson | Member Attending | Member Non‑Attending |
|---|---|---|---|
| Board of Directors | $1,000 | $600 | $200 |
| Audit Committee | $1,000 | — | — |
| Compensation Committee | — | — | — |
| Nominating Committee | — | — | — |
Actual fees for Hart:
| Year | Fees Paid |
|---|---|
| 2024 | $2,400 |
| 2023 | $2,400 |
Performance Compensation
- None disclosed for directors (no equity grants, options, PSUs/RSUs for directors in 2023–2024; director compensation is meeting‑based cash only) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None listed in CKX proxy biography |
| Interlocks/overlaps | No interlocks with CKX competitors/suppliers/customers disclosed for Hart |
Expertise & Qualifications
- Land management operations, oil and gas leasing, forestry/farming, rights‑of‑way; brings domain knowledge relevant to CKX’s asset base .
- Independent status suitable for Compensation Committee service under NYSE American standards .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Ownership Detail | Date Reference |
|---|---|---|---|---|
| Max H. Hart | 8,805 | <1% | Includes 3,500 and 2,200 shares in trusts where Hart is co‑trustee (no sole voting/investment power over 5,700 shares); sole voting/investment power over remaining 3,105 shares | Outstanding shares: 2,027,032 (Apr 4, 2025) |
| Outstanding shares context (prior year) | — | — | 1,992,193 outstanding as of Mar 28, 2024 (record date); 2,027,888 outstanding Apr 2, 2024 | 2024 proxy |
- Shares pledged: No pledging disclosed; CKX insider trading policy prohibits hedging and CKX‑based derivative transactions for insiders .
Insider Trades (Section 16)
| Date of Transaction | Shares | Filing Note |
|---|---|---|
| June 7, 2023 | 114 (sale) | Late Form 4 filed June 13, 2023 |
Governance Assessment
- Independence and committee service: Hart is independent and serves on the Compensation Committee, aligning oversight with his domain expertise; the committee’s lack of meetings in 2024 and absence of a charter may constrain structured pay oversight for executives and directors .
- Attendance/engagement: No attendance concerns disclosed for Hart in 2024; Board met five times and held one independent session, with the Lead Independent Director structure in place to mitigate combined Chair/President leadership risks .
- Compensation alignment: Director pay is modest and meeting‑based cash only (Hart: $2,400 in both 2024 and 2023), with no equity grants to directors; ownership of 8,805 shares provides some alignment but remains <1% of shares outstanding .
- Shareholder sentiment: Strong support for Hart’s re‑election in 2025 (948,470 For vs. 79,751 Withheld), and solid Say‑on‑Pay approval (842,390 For; 129,163 Against; 56,667 Abstain; 427,641 broker non‑votes), indicating general investor confidence in governance and pay programs .
- Related‑party risk: No Hart‑specific related‑party transactions disclosed; notable related‑party arrangements involve the President (Stream Wetlands lease with contingent payments; MSM administrative services at no cost), not Hart .
- Policies: Hedging and CKX‑based derivative transactions are prohibited under the insider trading policy, supporting alignment and risk control .
Red Flags
- Section 16 timeliness: Late Form 4 for Hart in 2023 (minor compliance lapse) .
- Compensation Committee governance: No charter and no meetings in 2024; risk of limited formal oversight over compensation frameworks .
- Combined Chair/President: Concentration of board leadership and management roles; mitigated by Lead Independent Director structure and executive sessions .
Signals to Monitor
- Any changes to director compensation structure (e.g., introduction of equity grants to directors) .
- Compensation Committee activity and adoption of a formal charter (meeting cadence, consultant use) .
- Future Section 16 compliance and insider trading activity (timeliness, patterns) .