John Coburn

About John G. Coburn

General John G. Coburn (Ret.), age 83, has served as a director of Gencor Industries, Inc. since 2019 and is classified by the Board as an independent director under NYSE American rules . He is a former Four-Star Commanding General, U.S. Army Materiel Command, and later joined ST Engineering North America in 2001 as CEO and subsequently served as Chairman; he previously chaired the board of Genasys Inc. (July 2013–October 2021) . Education: B.A. in Education (Eastern Michigan University), M.A. in Political Science (University of Kansas), J.D. (University of Missouri School of Law) .

Past Roles

External Roles

Board Governance

• Committee assignments: Chairman of Compensation Committee; member of Audit Committee .
• Independence: Board determined Coburn is independent under NYSE American rules .
• Attendance:
  • Board: FY2024 – 4 meetings; all directors participated in each meeting (Coburn 4/4) .
  • Audit Committee: FY2024 – 4 meetings; Coburn attended 3/4 (75%) .
  • Compensation Committee: met once in FY2024; membership (Coburn as Chair) disclosed; specific individual attendance not separately stated .
• Executive sessions: Independent directors met in executive sessions as part of Audit Committee meetings in FY2024 .
• Board structure context: Dual-class voting entitles Class B holders to elect 75% of directors; Common holders elect one director (Coburn is the Common-elected nominee) .

Fixed Compensation

• No equity-based director compensation utilized in FY2024; Company states it does not maintain equity-based compensation plans at this time .

Performance Compensation

• No performance-linked director compensation disclosed (no RSUs/PSUs/options; no performance metrics tied to director pay) .
• Company clawback policy applies to performance-based compensation received by covered executives upon a financial restatement; not applicable to director cash retainers .

Other Directorships & Interlocks

• Network note: Coburn’s and Vecchiolla’s past leadership roles at ST Engineering North America suggest information-flow ties; no related-party transactions involving these entities were disclosed in FY2024 .

Expertise & Qualifications

• Military logistics and global operations expertise; international experience across Asia, Europe, Middle East, Latin America .
• Legal and policy training (J.D.; political science M.A.), enabling governance and oversight capabilities .
• Not designated as the Audit Committee financial expert (that role is held by Thomas Vecchiolla) .

Equity Ownership

• Section 16 compliance: Company is unaware of any instances of noncompliance or late filings for FY2024 .
• Insider trades: No Form 4 transactions for Coburn are disclosed in the proxy; not otherwise detailed .

Governance Assessment

• Strengths:

  • Independent director with deep operating and logistics background; chairs Compensation Committee and serves on Audit Committee, supporting oversight of pay and financial controls .
  • Full board attendance in FY2024 enhances engagement signal .
  • Independent directors hold executive sessions; multi-committee oversight structure in place .

• Concerns:

  • Audit Committee attendance shortfall (3 of 4 meetings) may signal scheduling or engagement gap on financial oversight; mitigated by full board attendance .
  • No equity ownership reported for Coburn; combined with absence of equity-based director pay, alignment with long-term shareholder value relies solely on fiduciary duty rather than “skin-in-the-game” incentives .
  • Nominating Committee is comprised of two insiders (Executive Chairman and President) and did not meet in FY2024; lack of a charter and insider control of director nominations can dilute independence of board refreshment .

• Contextual structural risk:

  • Dual-class structure enables Class B holders to elect 75% of directors, concentrating control and potentially limiting Common shareholder influence; Coburn is specifically the Common-elected nominee .

• Related-party/conflicts:

  • Company reports no related-party transactions in FY2024 .
  • Historical shared affiliations with ST Engineering North America among current directors present network ties, but no transactions or conflicts disclosed .

• RED FLAGS:

  • Audit Committee attendance below 100% (Coburn attended 3/4; 75%) during FY2024 .
  • Nominating Committee lacks independence and a charter; did not meet in FY2024 .
  • No director equity ownership or equity-based compensation plan, limiting pay-for-performance alignment for directors .