Andrew Kuhn

About Andrew Kuhn

Andrew Kuhn, 28, has served as a director of Parks! America, Inc. (PRKA) since June 6, 2024. He is a Managing Member of Focused Compounding Capital Management, LLC (the general partner of Focused Compounding Fund, LP) and Operations Manager at Focused Compounding Fund, LP; he also co-produces an investing podcast with PRKA’s President, Geoffrey Gannon. The proxy does not disclose his educational background. Notably, Kuhn jointly controls Focused Compounding Fund, LP, PRKA’s largest shareholder with 40.2% ownership, which has implications for independence and potential conflicts.

Past Roles

External Roles

Board Governance

• Independence status: Only Jon M. Steele and Jacob McDonough are designated “independent” under Nasdaq standards (PRKA is OTC; Nasdaq cited for definitions). Kuhn is not identified as independent.
• Committees: PRKA has only an Audit Committee. Members are Jacob McDonough (Chair, “audit committee financial expert”) and Jon M. Steele; Kuhn is not a member. The Audit Committee met 4 times in FY2024.
• Audit Committee charter: The Audit Committee does not have a charter.
• No Nominating or Compensation Committees: Nominations and compensation determinations are handled by a majority of the Board.
• Board activity and attendance: The Board met 17 times in FY2024; no director attended fewer than 75% of Board and applicable committee meetings. 50% of the Board attended last year’s Annual Meeting.
• Insider trading/hedging: PRKA’s policy prohibits short-term trading, short sales, options trading, trading on margin, hedging, and pledging by covered persons without advance approval; pre-clearance and blackout windows apply.

Fixed Compensation

The FY2024 director compensation table lists several prior directors, but does not include a line for Andrew Kuhn. The policy describes a $10,000 annual award (paid after the service period) and $2,500 for the Audit Chair, with flexibility for directors to elect cash and/or shares.

Performance Compensation

• The proxy describes director compensation as fixed retainers and (if applicable) chair fees; it does not disclose performance metrics tied to director pay for non-employee directors.

Other Directorships & Interlocks

No other public company directorships for Kuhn are disclosed in the proxy.

Expertise & Qualifications

• Investment operations and fund management: Managing Member (GP) and Operations Manager roles at Focused Compounding entities.
• Capital allocation/owner-operator perspective: Background indicates emphasis on value investing and operational oversight.
• Not designated as an “audit committee financial expert”; that designation is held by Jacob McDonough.

Equity Ownership

Ownership alignment and restrictions:

• Company’s insider trading policy prohibits hedging, short sales, derivatives, and pledging by covered persons unless approved; trading windows and pre-clearance apply.

Related-Party Exposure (Conflicts)

• 2025 Refinancing cash collateral reserve: PRKA subsidiary Aggieland-Parks, Inc. entered into a $2.5 million term loan (Prime minus 0.50%, 10-year term, 15-year amortization, balloon due 9/30/2034; initial monthly payment $23,200; ~$56,500 in fees). The loan is secured by subsidiary assets and a $2.5 million cash collateral reserve provided by Focused Compounding Fund, LP (controlled by Gannon and Kuhn). The fund did not receive a fee or other benefit for the reserve. This establishes a related-party financing linkage and potential influence.

Governance Assessment

Strengths

• Active board cadence and attendance: 17 meetings in FY2024; no director below 75% attendance; Audit Committee met quarterly.
• Financial oversight: Audit Committee includes an “audit committee financial expert” (McDonough).
• Trading and alignment policies: Prohibitions on hedging/pledging and pre-clearance/blackouts help mitigate misalignment risks.

Concerns / RED FLAGS

• Independence: Kuhn is not designated independent; only Steele and McDonough are identified as independent under Nasdaq standards. Kuhn jointly controls a 40.2% shareholder, creating potential conflicts with minority shareholders.
• Concentrated control: Officers, director nominees, directors, and controlled entities collectively control ~41.8% of shares, amplifying control risks and reducing outside influence.
• Committee structure gaps: No Compensation or Nominating Committee; compensation and nominations decided by a majority of the Board—heightens risk of perceived self-dealing or insufficient checks on management and insider directors.
• Audit oversight formalization: Audit Committee has no charter—below typical public company governance practice.
• Related-party financing: The 2025 refinancing relies on a cash collateral reserve supplied by the fund controlled by Kuhn and Gannon—although no fee was paid, it underscores dependency on an insider-controlled entity.
• Capital structure maneuver: The proposed 1-for-500 reverse followed by 5-for-1 forward split will reduce outstanding shares to ~757,269 and may reduce liquidity; the company acknowledges liquidity risks and uncertainty of price benefits.

Fixed Compensation (Director-Specific Summary)

Note: The FY2024 table does not include a line item for Andrew Kuhn; only prior/other directors are listed.

Performance Compensation (Metrics and Structure)

Other Notes Potentially Relevant to Investor Confidence

• Say-on-Pay advisory vote scheduled (Proposal 3); no historical results disclosed in this proxy.
• Reverse/Forward stock split proposal outlines potential benefits but explicitly warns of possible liquidity reduction and uncertain price impact.