Christopher Goldner
About Christopher Goldner
Christopher J. Goldner serves as Vice President – Finance at Park Aerospace Corp. and, since November 7, 2024, is the company’s principal financial officer and principal accounting officer; he joined Park on March 4, 2024 and was elected Vice President – Finance on April 25, 2024 . Company performance context during his tenure: FY2025 net sales were $62,026,000 (vs. $56,004,000 in FY2024), Adjusted EBITDA was $11,649,000 (vs. $10,989,000), and GAAP net earnings were $5,882,000 (vs. $7,473,000) . Pay-versus-Performance TSR benchmarks show the value of a $100 initial investment in Park at $125.74 in 2025, $113.90 in 2024, and $140.61 in 2023, alongside Net Income of $5,882 (FY2025) and Adjusted EBITDA of $11,649 (FY2025) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Park Aerospace Corp. | Vice President – Finance; principal financial and accounting officer | 2024–2025 | Succeeded the retiring CFO as PFO/PAO; signs 8-Ks and earnings releases |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in reviewed filings | — | — | — |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | Profit Sharing Contribution ($) | Perquisites ($) |
|---|---|---|---|---|---|
| 2025 | 210,300 | n/a (discretionary bonus structure; no formal non‑equity plan) | 25,000 | — (not listed in SCT “All Other Compensation”) | — (company notes automobiles for certain officers; incremental cost < $10,000/year, not included in SCT) |
Notes:
- Bonuses are discretionary; the company does not use a formal non-equity incentive plan and does not award RSUs/PSUs .
Performance Compensation
Stock Options – Grant and Terms
| Grant Date | Options (#) | Exercise Price ($/sh) | Expiration | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|---|
| 06/18/2024 | 4,000 | 13.26 | 06/18/2034 | 13,040 | 25% on each anniversary: 06/18/2025, 06/18/2026, 06/18/2027, 06/18/2028 |
Plan features:
- Options vest 25% after one year and 25% on each succeeding anniversary; 10-year term; exercise price at grant-date fair market value .
- Company does not award stock or SARs to executives (options only) .
Performance Metrics Used in Pay Assessment (company-level)
| Metric | Weighting | Target | Actual (FY2025) | Payout | Vesting |
|---|---|---|---|---|---|
| Net Sales | n/a (discretionary) | Not disclosed | $62,026,000 | $25,000 discretionary bonus | n/a |
| Adjusted EBITDA | n/a (discretionary) | Not disclosed | $11,649,000 | $25,000 discretionary bonus | n/a |
Notes:
- The proxy’s Tabular List of Performance Measures identifies Net Sales and Adjusted EBITDA as the most important measures used in compensation assessment for NEOs; bonuses remain discretionary without preset targets/weights .
Equity Ownership & Alignment
Beneficial Ownership
| As of Date | Shares Beneficially Owned (#) | Percent of Class | Notes |
|---|---|---|---|
| June 3, 2024 | 0 | <1% | Joined 03/04/2024; elected VP–Finance 04/25/2024 |
| June 2, 2025 | 1,000 | <1% | Consists entirely of options exercisable as of, or within 60 days after, the date |
Outstanding Equity Awards at FY2025 Year-End (March 2, 2025)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration Date |
|---|---|---|---|---|
| 06/18/2024 | 0 | 4,000 | 13.26 | 06/18/2034 |
Option Exercise Activity (FY2025)
| Year | Shares Acquired on Exercise (#) | Value Realized ($) |
|---|---|---|
| 2025 | — | — |
Alignment considerations:
- Small beneficial ownership (<1%); ownership primarily via options with multi-year vesting .
- No RSUs/PSUs; equity incentives are exclusively stock options .
Employment Terms
| Topic | Policy/Term | Key Details |
|---|---|---|
| Employment status | At-will | No employment or severance agreements; either party may terminate at any time |
| Severance | None | No employment termination or severance agreements for executives |
| Change-of-control (CoC) – 2002 Plan | Single-trigger if unassumed | Outstanding options become fully exercisable upon a CoC under the 2002 Plan |
| Change-of-control (CoC) – 2018 Plan | Double-trigger if assumed/substituted | No single-trigger vesting; if options are assumed/substituted, acceleration only upon termination without Cause or for Good Reason within one year post-CoC; Committee may accelerate if not assumed/substituted |
| CoC value example (as of 03/01/2024) | Illustrative realizable value | Mr. Goldner: $2,280 on unexercisable options, based on $14.95 stock price less strike, times unexercisable shares |
| Clawback / Recoupment | Applies to options | All options subject to company clawback/recoupment policy as approved by Board/Committee |
| Excise tax (280G) | Cutback provision | “Best net” approach with potential reduction to avoid 4999 excise tax; no gross-up |
| Pensions / Deferred comp | None | Company has no defined benefit pension or non-qualified deferred compensation plan |
| Perquisites | Limited | Automobiles for certain officers; incremental cost < $10,000/year; not included in SCT |
Investment Implications
- Alignment: Equity exposure is via a single 4,000-share stock option grant (25% annual vesting, 10-year term), with beneficial ownership <1%—alignment exists but is modest relative to outstanding shares; no RSUs/PSUs or guaranteed severance reduces windfall risk .
- Retention and CoC dynamics: Double-trigger treatment under the 2018 Plan (if options are assumed) requires a qualifying termination post-CoC for acceleration, supporting retention; no employment/severance agreements indicates limited exit economics beyond equity .
- Selling pressure: No option exercises in FY2025; initial tranche (1,000) became exercisable around June 18, 2025, with subsequent annual vesting—monitor for future Form 4 activity as tranches vest .
- Governance safeguards: Options priced at FMV, minimum one-year vesting, no repricing without shareholder approval, clawback/recoupment, and 280G cutback—collectively favorable for shareholder alignment .
- Performance context: FY2025 showed improved net sales and Adjusted EBITDA YoY, while GAAP net earnings declined; PVP TSR trends provide broader context for pay-performance assessment .