Marshall Reynolds
About Marshall T. Reynolds
Marshall T. Reynolds, age 88, is the non‑executive Chairman of the Board at Energy Services of America (ESOA), serving since the company’s inception in 2006. He is not classified as an independent director under Nasdaq standards; the board separately identifies five directors as independent (Farrell, Prince, Williams, Lucente, Abraham) . Reynolds’ background spans leadership in printing, banking, manufacturing, and diversified private enterprises, including long tenures as CEO/Chairman of Champion Industries (1992–2016) and President/GM of The Harrah and Reynolds Corporation (since 1964) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Champion Industries, Inc. | Chief Executive Officer; Chairman | 1992–2016 | Led commercial printing and office products firm; long operating track record |
| The Harrah and Reynolds Corporation | President and General Manager | 1964–Present | Long-term operator and controlling owner; diversified private activities |
| McCorkle Machine and Engineering Company | Chairman of the Board | Not disclosed | Oversight of industrial manufacturing business |
| Premier Financial Bancorp, Inc. | Chairman of the Board | 2011–2021 | Regional bank holding company; governance oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Guaranty Bancshares, Inc. | Chairman of the Board | Not disclosed | Banking governance leadership |
| Summit State Bank (Santa Rosa, CA) | Director | Since Dec 1998 | Long-standing board service; financial services governance experience |
Board Governance
- Role: Non‑executive Chairman; CEO and Chair roles are separated, with CEO overseeing operations and Chair guiding strategy and CEO support .
- Independence: Not listed among independent directors; board majority is independent (Farrell, Prince, Williams, Lucente, Abraham) .
- Committees:
- Audit Committee: Prince (Chair, financial expert), Lucente, Farrell; all independent .
- Compensation Committee: Williams, Lucente, Prince; all independent; no written charter; met once in FY2024 .
- Nominating: Duties performed by independent directors; no written charter; met once in FY2024 .
- Meetings/Attendance: Board held 12 regular and 1 special meeting in FY2024; one director (Amy Abraham) attended <75%; all directors attended the 2024 annual meeting .
- Insider Trading/Anti‑Hedging: Policy prohibits short sales and hedging/derivative transactions by directors and NEOs .
Fixed Compensation
Director cash compensation is retainer‑only; no committee fees or equity grants.
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Cash retainer ($) | $12,000 | $23,000 |
| Committee fees ($) | $0 (no committee participation fees) | $0 (no committee participation fees) |
| Equity awards to directors ($) | $0 (none granted) | $0; no stock awards/options outstanding for directors as of 9/30/2024 |
Notes: Beginning November 2023, the monthly retainer increased to $2,000 (October 2023 at $1,000), producing $23,000 for FY2024; no committee fees paid .
Performance Compensation
Directors do not receive performance‑linked pay at ESOA.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Stock awards ($) | $0 (no director stock awards) | $0; none outstanding at 9/30/2024 |
| Stock options ($) | $0 (none) | $0; none outstanding at 9/30/2024 |
| Performance metrics tied to director pay | Not disclosed (none indicated) |
Other Directorships & Interlocks
- Banking interlocks: Long service and leadership roles at Premier Financial Bancorp and First Guaranty Bancshares; director at Summit State Bank (since 1998) .
- Historical related-party exposure (bank loan): Nitro subsidiary’s 2014 loan from First Bank of Charleston involved institutions where ESOA directors served; after mergers and directorship changes, the transaction ceased being a related party transaction after March 31, 2023 .
Expertise & Qualifications
- Extensive executive leadership and board oversight across industrial, printing, and banking sectors; cross‑industry governance experience .
- Board leadership structure supports risk oversight with management reporting on operational/financial/regulatory/strategic risks reviewed by the full board .
Equity Ownership
| Metric | Latest |
|---|---|
| Beneficial ownership (shares) | 1,525,373 |
| Ownership (% of outstanding) | 9.1% (16,705,457 shares outstanding at record date) |
| Shares pledged as collateral | None of directors’/officers’ shares are pledged |
| Directors & officers group ownership | 4,343,018 shares; 25.9% of common |
Governance Assessment
- Independence and entrenchment risk: Reynolds is a non‑executive but non‑independent Chair, with two immediate family members on the board/management (Douglas V. Reynolds, CEO/President; Jack M. Reynolds, Director), creating potential influence concentration and nepotism concerns; both relationships are disclosed .
- Ownership alignment: High skin‑in‑the‑game via 9.1% beneficial stake and no pledging of shares, supporting alignment with shareholders .
- Director pay mix: All‑cash retainers; no equity retainer for directors (including none outstanding at FY2024), which may reduce ongoing equity‑based governance alignment at the board level; offset by Reynolds’ personal stake .
- Committee governance: Audit and Compensation committees are fully independent; however, lack of written charters for Nominating and Compensation committees is a governance weakness relative to best practice .
- Board engagement: Robust meeting cadence (12 regular + 1 special); only one director underperformed attendance threshold; overall engagement positive .
- Auditor oversight: 2024 auditor change from Baker Tilly to Urish Popeck with no disagreements; oversight documented by Audit Committee .
- Related‑party exposure: Historical bank loan interlock later ceased to be related party; ongoing monitoring advisable given long‑standing external bank roles and family ties .
RED FLAGS
- Non‑independent Chair with family members on the board/management (governance independence risk) .
- No written charter for Nominating and Compensation committees (process/documentation weakness) .
- Directors compensated entirely in cash with no equity retainer (potentially weaker formal alignment for non‑owner directors) .
Positives
- Significant personal ownership with no share pledging (strong alignment) .
- Anti‑hedging policy prohibiting derivatives/hedging by directors/NEOs (alignment safeguard) .
- Independent, financially literate Audit Committee with designated financial expert (Prince) .