Brian Shore
About Brian Shore
Brian E. Shore, age 73, is Chairman of the Board and Chief Executive Officer of Park Aerospace Corp. (PKE). He has served as a director since 1983, CEO since 1996, and Chairman since 2004; he was President from 1996 to July 28, 2014 and has been an employee since 1988 . The company’s pay-versus-performance disclosures show three-year performance trends: Cumulative TSR values of $140.61 (2023), $113.90 (2024), and $125.74 (2025), Net Income of $10,731 (2023), $7,473 (2024), and $5,882 (2025), and Adjusted EBITDA of $11,459 (2023), $10,989 (2024), and $11,649 (2025) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Park Aerospace Corp. | Director | Since 1983 | Long-standing board continuity and aerospace industry knowledge |
| Park Aerospace Corp. | Chief Executive Officer | Since 1996 | Direct responsibility for strategy and operations; decisive leadership |
| Park Aerospace Corp. | Chairman of the Board | Since 2004 | Combined CEO/Chairman provides strong leadership; alignment across strategy and oversight |
| Park Aerospace Corp. | President | 1996–2014 | Led operations and corporate execution |
| Park Aerospace Corp. | Employee | Since 1988 | Deep institutional knowledge of company operations and personnel |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in proxy biography | — | — | No external public-company directorships disclosed for Mr. Shore |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $214,800 | $213,556 | $200,650 |
| Annual Bonus ($) | $0 | $0 | $0 |
| Profit Sharing & Other ($) | $5,907 | $5,917 | $4,805 |
| Notes | CEO has declined bonuses since 2001 (except 2008–2014 donated to charity) | CEO voluntarily reduced salary (details below) | CEO voluntarily reduced salary (details below) |
- Salary stance: Mr. Shore has repeatedly declined increases and voluntarily reduced his annual salary, including from $357,760 to $250,000 in FY2019, maintaining reductions through FY2020; reduced to $220,000 in FY2021 and maintained through FY2025, with additional fourth-quarter reductions to fund employee bonuses and offset insurance cost increases .
Performance Compensation
The company uses stock options as its sole form of equity compensation for executives; it does not grant RSUs/PSUs and does not operate formula-driven cash incentives with pre-set performance targets. Compensation decisions are based on subjective assessments of overall company results and individual performance (considering margins, operating income, net income, EBITDA), without predetermined weights or targets; for PVP disclosures, Net Sales and Adjusted EBITDA are highlighted as key measures .
FY2025 Option Grants
| Grant Date | Shares | Exercise Price ($/sh) | Grant-Date Close ($/sh) | Fair Value ($) | Vesting | Expiration |
|---|---|---|---|---|---|---|
| 06/18/2024 | 30,000 | $13.26 | $13.27 | $97,800 | 25% per year on each anniversary of grant | 10 years from grant (06/18/2034) |
- Valuation assumptions (Black-Scholes): 4.23% risk-free rate, 28.74% volatility, 3.77% dividend yield, 8.55-year term; strike set at fair market value per plan .
Outstanding Options (FY2025 year-end)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 05/07/2019 | 25,000 | — | $14.44 | 05/07/2029 |
| 04/09/2020 | 30,000 | — | $11.58 | 04/09/2030 |
| 04/02/2021 | 22,500 | 7,500 | $12.80 | 04/02/2031 |
| 04/12/2022 | 15,000 | 15,000 | $11.06 | 04/12/2032 |
| 05/01/2023 | 6,250 | 18,750 | $13.08 | 05/01/2033 |
| 06/18/2024 | — | 30,000 | $13.26 | 06/18/2034 |
- Plan mechanics: Options vest 25% at 1-year from grant, then 25% annually; expire 10 years post-grant; exercise prices set at fair market value; option exercise prices adjusted for special cash dividends paid historically .
Option Exercises and Realized Value (FY2025)
| Metric | Value |
|---|---|
| Shares Exercised | 35,000 |
| Pre-tax Value Realized ($) | $326,550 |
| Valuation Note | Value realized equals close price on exercise date minus strike, times shares; taxes excluded |
Equity Ownership & Alignment
| Ownership Detail | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 1,173,765 | Includes options exercisable within 60 days and trust-held shares |
| Percent of Shares Outstanding | 5.9% | Based on 19,850,713 shares outstanding (as of 06/02/2025) |
| Options Exercisable within 60 days | 127,500 | Included in beneficial ownership |
| Direct (sole voting/dispositive power) | 621,369 | Sole voting/dispositive power |
| Shared (trusts for family benefit) | 424,896 | Co-trustee; disclaims beneficial ownership except for pecuniary interest |
- Equity plan capacity: 718,950 options outstanding at $12.15 weighted-average exercise; 877,038 shares remain available under equity plan (company-wide) .
- Director stock ownership guideline: ≥1,000 shares; Mr. Shore meets guideline (no director fees paid) .
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | None; all executives are at-will employees |
| Severance | No severance/change-in-control employment agreements; severance not specified |
| Change-in-Control (2002 Plan) | Outstanding options become fully exercisable upon “Change in Control” |
| Change-in-Control (2018 Plan) | If successor assumes/substitutes options, accelerated vesting only upon involuntary termination without “Cause” or voluntary termination for “Good Reason” within 1 year post-transaction; otherwise committee may accelerate |
| Hypothetical CIC Value (03/01/2024) | Mr. Shore could have realized ~$80,438 from unexercisable options, at $14.95 close price less strikes, subject to tax and assumptions in proxy |
| Clawbacks / Non-compete | Not disclosed in proxy; insider trading policies and codes of ethics are maintained |
Board Governance
- Board independence: Mr. Shore is not independent due to employee status; majority of directors are independent .
- Leadership structure: Combined Chairman/CEO deemed optimal by Board; Lead Independent Director role in place to strengthen oversight .
- Committees: Audit (Chair: Carl W. Smith; includes Blanchfield, Groehl, Warshaw), Compensation (Chair: Groehl; includes Blanchfield, Smith, Warshaw), Stock Option (Chair: Warshaw; includes Blanchfield, Connor, Groehl, Smith, Warshaw), Nominating (Chair: Warshaw; includes Blanchfield, Groehl, Julian, Smith), Corporate Governance (Chair: Blanchfield; includes Groehl, Julian, Smith, Warshaw); Mr. Shore is not a member of these committees .
- Meetings and executive sessions: Last fiscal year—Board met 3 times; Audit 6; Nominating 1; Corporate Governance 1; Compensation 1; Stock Option 1; independent directors held 1 executive session; all directors attended >75% of meetings .
- Director compensation: Mr. Shore received no compensation in his capacity as director; director fees and option grants disclosed for non-employee directors .
Performance & Track Record
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Cumulative TSR ($ value of $100 investment) | $140.61 | $113.90 | $125.74 |
| Peer Group Cumulative TSR ($) | $146.64 | $130.44 | $191.88 |
| Net Income ($ thousands) | $10,731 | $7,473 | $5,882 |
| Adjusted EBITDA ($ thousands) | $11,459 | $10,989 | $11,649 |
Company notes that TSR figures do not include total cash dividends paid ($2.43 per share over the 3-year period; $29.475 per share since FY2005 inception) .
Compensation Structure Analysis
- Cash vs equity mix: CEO compensation is low cash (salary voluntarily reduced) and equity via options; no RSUs/PSUs; no formulaic cash incentives .
- At-risk pay: Option awards are at-risk and vest over time; no guaranteed bonuses for CEO; CEO declined bonuses since 2001 (except charitable donations 2008–2014) .
- Benchmarking/peer targeting: Company does not benchmark total compensation; uses anecdotal local market information; PVP peer group is NASDAQ US Small Cap Aerospace & Defense Index for TSR comparison—not for compensation targeting .
- Option grant practices: Grants made annually post-year-end; strike price set at fair market value; no timing around MNPI; Black-Scholes assumptions disclosed .
Say-on-Pay & Shareholder Feedback
- Advisory vote: Company cites a “high level of support” for named executive officer compensation at the July 18, 2024 Annual Meeting; continues annual say-on-pay .
Risk Indicators & Red Flags
- Dual role: CEO also serves as Chairman; Board maintains a Lead Independent Director and majority-independent composition to mitigate concentration of power .
- Insider selling pressure: Mr. Shore exercised 35,000 options in FY2025 (pre-tax value realized $326,550), which can indicate periodic liquidity needs or portfolio rebalancing; monitor Form 4 filings for follow-on sales cadence .
- Related party transactions: Proxy notes no transactions with specified directors in FY2025; no family relationships among nominees or between nominees and executive officers .
- Governance controls: Codes of Ethics and Business Conduct, insider trading policies maintained; committee independence affirmed .
Equity Ownership & Alignment — Additional Notes
- Trust holdings: 424,896 shares held by six trusts for the benefit of Mr. Shore and siblings; Mr. Shore is co-trustee and disclaims beneficial ownership except for pecuniary interest—ensure alignment and potential voting/dispositive control nuances are understood .
- Options overhang and availability: Company-wide options outstanding and plan capacity disclosed; monitor dilution and grant pacing .
Investment Implications
- Alignment: Significant personal stake (5.9% of shares) and ongoing option participation align CEO incentives with long-term TSR; the absence of guaranteed bonuses and repeated salary reductions further support shareholder-friendly posture .
- Oversight vs concentration: Combined CEO/Chairman role heightens governance scrutiny; presence of a Lead Independent Director, independent committees, and executive sessions provide counterbalances—still a point to monitor for independence concerns .
- Retention/succession risk: At-will employment, no severance protections, and age (73) suggest elevated succession planning importance; absence of employment agreements reduces retention costs but may increase transition risk .
- Option dynamics and selling pressure: FY2025 option exercises indicate potential liquidity events; watch vesting schedule anniversaries (e.g., June 18 each year for 2024 grant) for incremental exercisability and possible Form 4 activity .
- Performance trajectory: Net Income softened over the last two years while Adjusted EBITDA held steady; TSR recovered in FY2025 but trails peer TSR—comp structure’s emphasis on options maintains sensitivity to equity performance .