E.J. Elliott
About E.J. Elliott
Founder and Executive Chairman of Gencor Industries, Inc.; Director since 1968; age 96 as of the 2025 proxy; served as CEO from 1968–2016 before moving to Executive Chairman (father of President Marc G. Elliott; CFO Eric E. Mellen is son-in-law). He sits on the Nominating Committee; the Board’s independent members chair Audit and Compensation, while the Elliott family controls 100% of Class B stock voting 75% of director seats, raising independence and dual‑role considerations . Pay is predominantly fixed cash; the company discloses that executive pay decisions did not use TSR or net income metrics, and “compensation actually paid” closely tracks base salary .
Performance context (last three fiscal years):
- Revenues grew 7.7% YoY to $113.2M in FY 2024; net income was $14.6M, flat YoY .
- TSR (value of $100 initial investment) improved from 80.81 (FY 2022) to 153.61 (FY 2024), but management states TSR and net income were not used in pay decisions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gencor Industries, Inc. | Chief Executive Officer | 1968–2016 | Led company’s growth and transformation; deep operational oversight and industry relationships . |
| Gencor Industries, Inc. | Executive Chairman | 2016–Present | Provides strategic leadership, risk oversight; communicates critical business issues to Board . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National/international industry associations (heavy machinery, highway systems) | Leadership positions | Various | Built senior‑level industry relationships; supports market insight and advocacy . |
Fixed Compensation
Summary for E.J. Elliott (Executive Chairman):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 600,000 | 600,000 |
| Bonus ($) | 0 | 0 |
| Stock/Option Awards ($) | 0 | 0 |
| All Other Compensation ($) | 7,000 (401(k) + vehicle) | 7,000 (401(k) + vehicle) |
| Total ($) | 607,000 | 607,000 |
Compensation Committee process: only independent directors (Coburn, Vecchiolla); factors considered include revenues, net income, duties/scope, industry standards, corporate growth, profits, goals, and market share (no specific formulas; no compensation consultant on retainer) .
Performance Compensation
The company did not use TSR or net income as formal metrics in executive compensation and did not maintain equity-based compensation plans during the reported periods; outstanding equity awards were nil as of FY 2024 .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| None disclosed | — | — | — | — | — |
Pay-versus-performance disclosure:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| PEO CAP ($) (context) | 1,097,685 | 950,000 | 950,000 |
| Avg Non-PEO NEO CAP ($) | 412,853 | 490,833 | 483,333 |
| TSR ($ per $100 initial) | 80.81 | 144.48 | 153.61 |
| Net Income ($) | (372,000) | 14,666,000 | 14,558,000 |
Equity Ownership & Alignment
| Holder | Common Shares | Class B Shares | % of Common | % of Class B | Notes |
|---|---|---|---|---|---|
| E.J. Elliott | 1,635,295 | 2,037,477 | 13.3% | 87.9% | Includes 73,467 shares owned by Elliott Foundation, Inc. |
| Directors & Officers (7 persons) | 2,134,811 | 2,318,857 | 17.3% | 100.0% | Aggregate group ownership |
Additional alignment/pressure indicators:
- Options/RSUs: none outstanding; no equity plan in period—reduces vesting-related selling pressure .
- Hedging/pledging: Insider Trading Policy requires confidentiality and prohibits trading while aware of MNPI; specific hedging/pledging restrictions not disclosed in proxies .
- Ownership guidelines: not disclosed.
- Float/control: Class B holders elect 75% of directors; executive officers beneficially own 100% of Class B stock; governance control could constrain board independence .
Employment Terms
| Term | Provision |
|---|---|
| Employment agreement | None for Named Executive Officers; employment may terminate at any time without severance . |
| Severance | None disclosed (no employment contracts; no severance multiples) . |
| Change-of-control | Not disclosed . |
| Clawback policy | Adopted Oct 2, 2023; recover performance-based compensation (including equity) upon restatement due to errors, omissions, or fraud . |
| Non-compete / Non-disclosure | Executed by NEOs; scope/duration not disclosed . |
| Perquisites | Company vehicle; 401(k) contributions (included in “All Other”) . |
Board Service, Committees, and Governance
- Board service: Director since 1968; Executive Chairman .
- Committees: Nominating Committee member (with Marc G. Elliott); Nominating did not meet during FY 2024 and FY 2023 . Not on Audit or Compensation (independent directors serve there) .
- Attendance: Board held 4 meetings in FY 2024; all directors attended; similar 100% attendance in FY 2023 .
- Independence: Independent directors are Coburn, Ketcham, Vecchiolla; Elliott (Executive Chairman) is non‑independent; family relationships (father/son; son‑in‑law) present .
- Executive sessions: Independent directors met in executive sessions as part of Audit Committee meetings .
- Director compensation (non‑employee): $1,500/month retainer + $1,000 per Board meeting + $500 per committee meeting; FY 2024 total fees: $24,000 for each independent director . FY 2023: $23.5–24.0k .
Company Performance (pay-to-performance context)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | 105,075,000 | 113,166,000 |
| EBITDA ($) | 16,259,000* | 16,289,000* |
| Net Income ($) | 14,666,000 | 14,558,000 |
| EBITDA Margin (%) | 15.47%* | 14.39%* |
| Gross Profit Margin (%) | 27.63% | 27.68% |
*Values retrieved from S&P Global.
Compensation Structure Analysis
- Heavy cash mix, minimal at‑risk pay: Executive Chairman compensation is fixed salary with modest perquisites; no annual bonus disclosed for FY 2023–2024; no equity awards outstanding—limits direct alignment to multi‑year stock performance .
- No equity plan/awards (during reported periods): Reduces dilution and vesting‑related sell pressure but weakens long‑term, market‑based incentives .
- No employment agreements/severance: Reduces contingent liabilities; minimal change‑of‑control economics disclosed .
- Clawback adopted: Adds governance safeguard on performance‑based pay, applicable on restatements .
- Committee independence: Compensation Committee composed solely of independent directors (no consultant retained), but Nominating is chaired by insiders (E.J. and Marc Elliott), and Class B control concentrates board election power—potential independence/red‑flag considerations .
Related Party Transactions and Red Flags
- Related party transactions: None disclosed in FY 2023–2024 .
- Family ties: E.J. Elliott is father of Marc G. Elliott (President); CFO Eric E. Mellen is son‑in‑law .
- Internal controls: Adverse opinion on internal control over financial reporting with multiple material weaknesses (ITGCs, period‑end close, SOC reports, documentation, risk assessment); remediation ongoing .
- Listing compliance risk: NYSE American delinquency notices due to filing delays; extension granted to August 19, 2025; delisting risk disclosed .
- Say‑on‑pay cadence: Stockholders approved a three‑year frequency for advisory vote on executive compensation at the March 7, 2024 Annual Meeting .
Say‑on‑Pay & Shareholder Feedback
- 2024 Annual Meeting: Approved “3 years” frequency for say‑on‑pay; future advisory votes expected every three years absent changes .
- Compensation philosophy: Committee emphasizes market comparables, responsibilities, and company performance (qualitative); no formulaic link to TSR/net income .
Expertise & Qualifications
- Deep operational and industry leadership in heavy machinery and highway systems; extensive relationships across industry associations and senior executives; Board relies on Elliott’s historical knowledge and operational insight .
Work History & Career Trajectory
- Founder; led mergers and acquisitions and product expansion through decades, transitioning from CEO to Executive Chairman in 2016 .
Compensation Committee Analysis
- Members: John G. Coburn (Chair), Thomas Vecchiolla; independent under NYSE American rules; met once in FY 2024; operates under charter; may use consultants as needed (none retained) .
- Process: Inputs from Executive Chairman for goals; committee evaluates and recommends salary/bonus; considers shareholder return and comparative awards when appropriate (generally qualitative) .
Investment Implications
- Alignment: Fixed cash pay with no equity awards during reported periods means limited direct alignment to stock performance; however, Elliott’s substantial beneficial ownership (13.3% common; 87.9% Class B) provides strong “skin‑in‑the‑game,” albeit with control dynamics that may constrain governance independence .
- Retention/turnover risk: No employment agreements or severance—low contractual retention incentives, but ownership/control likely mitigate departure risk; succession planning remains a consideration given age (96) and family‑centric governance .
- Trading signals: Absence of vesting schedules and equity grants reduces forced selling risk; monitor Form 4s for discretionary selling, but reported proxies show no equity awards outstanding .
- Governance/operational risk: Material weaknesses in internal controls and prior filing delays represent near‑term risk; remediation progress and NYSE compliance are critical catalysts; independent committees (Audit/Comp) and clawback policy are positives, while insider‑dominated Nominating and Class B voting control are persistent red flags .