Alan G. Dunn
About Alan G. Dunn
Independent director of NAII since 2004; age 70; Audit Committee Chair and Nominating Committee Chair, and member of Human Resources Committee; designated audit committee financial expert under SEC rules. He is President of GDI Consulting & Training Company and Chairman of its parent, Gerald E. Dunn, Inc., with deep manufacturing operations expertise; he holds a bachelor’s degree from California State University, Fullerton. The Board has determined he is independent under Nasdaq standards; Board meeting attendance was 100% in FY2025 and FY2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GDI Consulting & Training Company / Gerald E. Dunn, Inc. | President; Chairman (parent) | Since 1980 | Manufacturing consulting leadership in cost/process improvement, productivity, operational transformations |
| Idaho Asphalt Supply Company (private) | Director; Chair Compensation Committee; Chair Audit Committee | Director since 2000; Comp Chair since 2003; Audit Chair since July 2010 | Oversight of compensation and financial reporting for private industrial company |
| TMI Products (private) | Director | 2006–2008 | Board service (private) |
| Tools & Metals, Inc. (private) | Director; Compensation Committee member | 2000–2004 | Compensation oversight (private) |
| Air Logistics Corporation (private) | Director | 1998–2003 | Board service (private) |
| Bystrom Bros., Inc. (private) | Director | 2004–2006 | Board service (private) |
| R.W. Lyall Company (private) | Director | 1997–2000 | Board service (private) |
| Tomorrow’s Morning, Inc. (public) | Director | 1995–1998 | Company went public in 1998 |
| ASCM (formerly APICS) | Director; Chairman (2015) | 2012–2015; Chair 2015 | Leadership in global supply chain association |
External Roles
- Dunn’s current external board service includes Idaho Asphalt Supply Company (private; chairs Audit and Compensation Committees). He previously served on multiple private-company boards and on the board of Tomorrow’s Morning, Inc., which went public in 1998.
Board Governance
- Board composition: 4 directors; 3 independent; CEO is Chair; no lead independent director. Committees: Audit (Dunn Chair), Human Resources/Compensation (Matherly Chair, Dunn member), Nominating (Dunn Chair). Dunn and Matherly are designated audit committee financial experts. FY2025 meetings: Board 4; Audit 4; HR 2; Nominating 1; all directors and committee members had 100% attendance.
- Independence and trading policies: Dunn is independent per Nasdaq; hedging (puts, calls, shorts) prohibited by policy.
- Annual meeting attendance: all directors attended 2024 annual meeting.
Committee Assignments (FY2025)
| Committee | Role | Meetings Held | Attendance |
|---|---|---|---|
| Audit | Chair (Alan G. Dunn); Members: Matherly, Ramanathan | 4 | 100% attendance by all members |
| Human Resources (Compensation) | Member (Dunn); Chair: Matherly; Member: Ramanathan | 2 | 100% attendance by all members |
| Nominating | Chair (Alan G. Dunn); Members: Matherly, Ramanathan | 1 | 100% attendance by all members |
Fixed Compensation
- Director pay policy: annual cash retainer $10,000; $1,000 per Board or committee meeting attended; reimbursed travel; CEO receives no additional director fees.
| Component | FY2024 | FY2025 |
|---|---|---|
| Annual Cash Retainer | $10,000 | $10,000 |
| Meeting Fees (Board + Committees) | $12,000 (total fees earned $22,000) | $11,000 (total fees earned $21,000) |
Performance Compensation
- Equity awards (time-based restricted stock) and deferred cash awards; no performance metrics disclosed for director awards (awards vest based on service; minimum 1-year vesting per plan; company practice generally 3-year vesting; dividends during vesting are forfeited). Change-in-control conditions allow limited vesting acceleration tied to termination; plan prohibits award surrender/replacement.
Director Award Grants and Vesting
| Grant Type | Grant Date | Shares/Amount | Grant-Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| Restricted Stock | Mar 8, 2024 | 8,000 | $47,600 | 2,677 on Mar 7, 2025; 2,667 on Mar 7, 2026; 2,666 on Mar 7, 2027 |
| Deferred Cash Award | Mar 8, 2024 | $52,400 | $52,400 | One-third payable each Mar 7, 2025–2027, contingent on continued Board service |
| Restricted Stock | Mar 7, 2025 | 8,000 | $30,680 | 2,667 on Mar 7, 2026; 2,667 on Mar 7, 2027; 2,666 on Mar 7, 2028 |
| Deferred Cash Award | Mar 7, 2025 | $68,080 | $68,080 | One-third payable each Mar 7, 2026–2028, contingent on continued Board service |
Compensation Metrics Table (Directors)
| Award Type | Metric | Target | Notes |
|---|---|---|---|
| Restricted Stock | None disclosed (time-based) | N/A | Minimum vesting 1 year; practice generally ≥3 years; dividends forfeited during vesting |
| Deferred Cash | None disclosed (service-based) | N/A | Paid in thirds over 3 years contingent on continued service |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Exposure |
|---|---|---|---|
| Idaho Asphalt Supply Company | Private | Director; Chair Comp and Audit | No NAII related-party transactions disclosed; Audit Committee reviews/approves any such transactions; none anticipated/proposed |
| Tomorrow’s Morning, Inc. | Public (went public in 1998) | Director | Historical role; no current interlock disclosed |
| Multiple private firms (TMI Products; Tools & Metals, Inc.; Air Logistics; Bystrom Bros.; R.W. Lyall) | Private | Director/Comp roles | No NAII related-party transactions disclosed |
| ASCM (formerly APICS) | Non-profit association | Director; Chairman (2015) | Professional association leadership |
- Related-party transactions: Company policy requires Audit Committee approval; none anticipated or proposed.
Expertise & Qualifications
- Manufacturing and operations expertise from decades of consulting and instruction; extensive prior board service at industrial companies.
- Audit Committee financial expert designation; provides strong oversight of financial reporting and internal controls.
- Governance and supply chain association leadership experience (ASCM Chair 2015).
Equity Ownership
| Metric | FY2024 (Record Date Oct 16, 2024) | FY2025 (Record Date Oct 13, 2025) |
|---|---|---|
| Beneficial Ownership (shares) | 83,211; includes 14,999 restricted shares subject to vesting/forfeiture | 91,211; includes 15,666 restricted shares subject to vesting/forfeiture |
| Ownership % of Outstanding | 1.3% (6,198,778 shares outstanding net of treasury) | 1.5% (6,176,778 shares outstanding net of treasury) |
- Shares pledged/hedging: Hedging prohibited by policy; pledging not disclosed in proxy.
- Stock ownership guidelines: Not disclosed for directors.
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares Awarded | Post-Transaction Ownership | SEC Filing |
|---|---|---|---|---|---|
| Mar 7, 2023 | Mar 9, 2023 | A (Award) | 7,000 | 75,211 | https://www.sec.gov/Archives/edgar/data/787253/000143774923006049/0001437749-23-006049-index.htm |
| Mar 8, 2024 | Mar 15, 2024 | A (Award) | 8,000 | 83,211 | https://www.sec.gov/Archives/edgar/data/787253/000143774924008151/0001437749-24-008151-index.htm |
| Mar 7, 2025 | Mar 11, 2025 | A (Award) | 8,000 | 91,211 | https://www.sec.gov/Archives/edgar/data/787253/000143774925007062/0001437749-25-007062-index.htm |
Governance Assessment
- Strengths: Independent director; Audit and Nominating Chair; SEC-defined financial expert; consistent 100% attendance; equity and deferred cash awards align director interests with shareholders; hedging prohibited; robust Audit Committee oversight.
- Watch items: Board chaired by CEO with no lead independent director; concentrated insider ownership (CEO 15.3%), which can reduce counterbalance; director compensation relies on time-based vesting with no performance metrics disclosed.
- Conflicts/related-party: None disclosed involving Dunn; Audit Committee pre-approves related-party transactions; none anticipated.
- Say-on-pay & frequency: 2025 proxy includes advisory votes on executive compensation and vote frequency (Board recommends triennial); results pending.
- Clawback policy: Adopted September 2023 for executive officers (cash and equity incentives on material negative restatement); director coverage not specified.
Board effectiveness signal: Dunn’s long tenure, committee leadership, and financial expert designation support strong oversight of financial reporting and governance; balanced by the absence of a lead independent director and CEO Board Chair structure.