Scott A. Gabbard
About Scott A. Gabbard
Independent director of Electro-Sensors, Inc. since 2013; age 58 as of the 2025 proxy. Retired finance executive with deep operating and financial leadership experience, including CFO and COO of Magenic Technologies, Inc. (software consulting) from April 2006 to August 2021. Designated by the Board as an “audit committee financial expert.” Attendance has been 100% across Board and committee meetings in recent years.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Magenic Technologies, Inc. | Chief Financial Officer; Chief Operating Officer | Apr 2006 – Aug 2021 | Senior financial and operational leadership at a software consulting organization |
| (General) | Retired finance executive | 2000 – 2021 | Broad finance/ops experience across public and private companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Mr. Gabbard in nomination biographical summaries |
Board Governance
- Independence: The Board determined Messrs. Gabbard, Marino, Peterson, and Zipoy are independent under Nasdaq standards; all members of the Audit, Compensation, and Nominating Committees are independent.
- Committee assignments (2025): Audit Committee (Chair); Compensation Committee (Chair); Business Development Committee (member). Not on Nominating Committee.
- Committee assignments evolution:
- 2024: Audit (Chair); Compensation (Chair); Business Development (member).
- 2023: Audit (Chair); Compensation (member; Zipoy was Chair in 2022).
- Audit committee financial expert: Board designated Mr. Gabbard as the audit committee financial expert.
- Attendance: Board met 5 times in 2024 and 2023; 9 times in 2022; each director, including Mr. Gabbard, attended all Board and committee meetings on which he served.
- Board leadership: Independent Chairman (Joseph A. Marino); the Board states no lead independent director role is used.
- Shareholder meeting attendance: All five directors attended the virtual Annual Meetings in 2023 and 2024.
- Insider trading policy: Strongly discourages hedging, margin purchases, short sales, and buying/selling puts or calls; open-market purchases must be held ≥6 months.
Fixed Compensation
- Standard director fee components (2024):
- Board meeting fee: $4,000 per meeting
- Chairman annual retainer: $24,000
- Committee Chair annual fee (Audit, Compensation, Nominating): $12,000 each
- Committee member annual fee: $6,000 per committee
- Business Development Committee (non-employee member): $12,000 per year
Director cash fees (trend):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees earned or paid in cash ($) | 30,750 | 42,375 | 56,000 |
Notes: The Company increased per-meeting and chair/member fees effective July 1, 2023, driving higher cash compensation in 2023–2024.
Performance Compensation
Equity awards to Mr. Gabbard (structure and vesting):
| Metric | 2023 | 2024 |
|---|---|---|
| RSUs granted (units) | 17,500; vest 20% on first anniversary, then 20% annually thereafter; grant date fair value $71,925 | — |
| Stock options granted (units) | — (held legacy options outstanding) | 25,000; vest 20% at grant, then 20% annually to full vest in four years; grant date fair value $36,572 |
There are no disclosed director performance metrics (e.g., revenue/TSR gates) attached to director equity awards; vesting is time-based.
Other Directorships & Interlocks
| Type | Company | Role | Overlap/Interlock |
|---|---|---|---|
| Public company boards | — | — | None disclosed for Mr. Gabbard |
| Private/non-profit/academic | — | — | Not disclosed in proxy materials |
Expertise & Qualifications
- Financial leadership and operations: Former CFO/COO with extensive management and accounting/finance expertise relevant to small-cap public companies.
- Audit committee financial expert designation under SEC rules (Item 407(d)(5)(ii)).
- Active in strategic alternatives: Member of Business Development/Special Committee focusing on business development and strategic alternatives post-terminated Mobile X merger.
Equity Ownership
Beneficial ownership and components:
| Metric | As of Feb 28, 2023 | As of Feb 28, 2024 | As of Feb 27, 2025 |
|---|---|---|---|
| Beneficial ownership (shares) | 50,000 (options exercisable within 60 days) | 25,000 (options exercisable within 60 days) | 13,500 (10,000 options exercisable within 60 days; 3,500 vested RSUs) |
| Ownership % of outstanding | 1.4% | 0.7% | 0.4% |
| Shares pledged as collateral | Not disclosed/none mentioned | Not disclosed/none mentioned | Not disclosed/none mentioned |
The Company reports no related-party transactions over the last two fiscal years, and no pledging/loans to directors.
Insider Trades and Section 16(a) Compliance
| Reporting Obligation | Count | Description | Status |
|---|---|---|---|
| Form 4 filings | 2 | Grants of stock options and RSUs (Aug/Sep 2023) | Each of Messrs. Klenk, Gabbard, Marino, Peterson, Zipoy did not timely file; later filed (Company disclosure) |
Governance Assessment
-
Strengths
- Independence and dual chair roles (Audit and Compensation) indicate strong governance influence and accountability on financial reporting and pay practices.
- Audit committee financial expert designation enhances Board oversight of internal controls and financial reporting.
- Consistent, full attendance across Board/committee meetings; active participation in Business Development/Special Committee indicates engagement on strategy and transactions.
-
Watch items / red flags
- Late Section 16 Form 4 filings in 2023 across directors (including Mr. Gabbard) are a compliance lapse; not severe, but a governance signal to monitor.
- Board explicitly operates without a lead independent director; while the Chairman is independent, absence of a LID can reduce formalized independent oversight structure (context risk).
- CEO also serves as CFO (combined roles), increasing reliance on independent committee chairs and audit oversight to mitigate concentration of executive authority (context for Mr. Gabbard’s audit chair role).
-
Alignment
- Director equity grants (RSUs/options) with multi-year vesting and anti-hedging policy support ownership alignment and discourage short-term trading.
Overall, Mr. Gabbard’s profile—finance/operator background, audit financial expert status, and chairing both Audit and Compensation—supports Board effectiveness for a micro-cap issuer. Monitoring timeliness of SEC beneficial ownership reporting and maintaining rigorous audit/compensation processes remains advisable.