John Burgess
About John Burgess
John Burgess, age 80, is an independent director of Taylor Devices, Inc. and has served on the Board since 2007; he has been Chairman of the Board since May 31, 2018 . He is a seasoned manufacturing and operations leader with 40+ years across ophthalmic instruments, motion controls, aerospace/defense, and private equity-backed businesses, and is designated the Audit Committee financial expert under SEC rules . Burgess holds a B.S. in Engineering from Bath University (UK) and an MBA from Canisius College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reichert, Inc. | President & CEO; led acquisition from Leica, then sale of the company | 2002–Jan 2007 | Led strategic acquisition and successful exit; built ophthalmic instruments leadership |
| Leica Microsystems (Ophthalmic & Educational Divisions) | President (pre-buyout) | Pre-2002–2002 | Led divisional operations prior to Reichert buyout |
| International Motion Controls | Chief Operating Officer | 1996–1999 | Led acquisition strategy; 7 acquisitions; 16 businesses globally in motion control |
| Moog, Inc. | Operating executive; President of Nihon Moog K.K. (Japan) | Various; 6 years in Japan | Ran multiple businesses; global electro-hydraulic servo control exposure |
| Carleton Technologies | Operating executive | Various | Defense and aerospace technology leadership |
| Summer Street Capital Partners | Operating Partner | Not specified | Private equity operating experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bird Technologies Corporation (Solon, OH) | Director | Current | Not disclosed |
Board Governance
- Independence: Independent under Nasdaq Rule 5605 .
- Board leadership: Chairman of the Board since May 31, 2018 .
- Committee assignments:
- Executive Committee: Member and Chair; exercises Board authority between meetings .
- Audit Committee: Member and Chair; designated “audit committee financial expert”; met 5 times in FY25 with full attendance .
- Compensation Committee: Member (Chair is F. Eric Armenat); met 3 times in FY25 with full attendance .
- Nominating Committee: Member (Chair is Robert M. Carey); met 2 times in FY25 with full attendance .
- Attendance and engagement:
- Board met 3 times in FY25 with all directors present; all five directors attended the 2024 Annual Meeting .
| Governance Item | Detail | Evidence |
|---|---|---|
| Independence | Independent director (Nasdaq Rule 5605) | |
| Board Chair | Chairman since 2018 | |
| Executive Committee | Chair; members: Carey, Burgess, Armenat | |
| Audit Committee | Chair; financial expert; 5 meetings; 100% attendance | |
| Compensation Committee | Member; 3 meetings; 100% attendance | |
| Nominating Committee | Member; 2 meetings; 100% attendance | |
| Board meetings FY25 | 3 meetings; 100% attendance | |
| Annual meeting 2024 | All five directors attended |
Fixed Compensation
| Component | Amount | Frequency/Notes | FY25 Cash Total (Burgess) |
|---|---|---|---|
| Board Retainer (Chair) | $11,000 | Quarterly | $44,000 |
| Audit Committee Fee | $2,000 | Per meeting; 5 meetings | $10,000 |
| Compensation Committee Fee | $1,000 | Per meeting; 3 meetings | $3,000 |
| Nominating Committee Fee | $1,000 | Per meeting; 2 meetings | $2,000 |
| Total Cash (Fees earned) | — | — | $59,000 |
Performance Compensation
| Grant Type | Grant Date | Shares/Options | Exercise Price | Fair Value | Vesting | Expiration |
|---|---|---|---|---|---|---|
| Non-Qualified Stock Options (Director) | Apr 18, 2025 | 7,000 | $30.55 (FMV on Apr 17, 2025) | $79,980 | Not specified for 2022 Plan; annual formula grant | 10 years typical under company option plans; specific term not disclosed for FY25 director grants |
| Options Outstanding (as of May 31, 2025) | — | 56,000 (Burgess) | Various | Not disclosed | Vested status not disclosed | Expiration not disclosed |
Notes:
- Options to directors in FY25 were granted under a predetermined schedule; timing did not consider MNPI; company does not accelerate/delay public info to affect awards .
- New 2025 Stock Option Plan (effective Oct 17, 2025 if approved) stipulates director grants of 7,000 options annually with immediate vesting and 10-year term; anti-repricing without shareholder approval; plan-wide clawback; detailed change-in-control mechanics .
Other Directorships & Interlocks
| Company | Role | Nature (Public/Private) | Potential Interlock/Conflict |
|---|---|---|---|
| Bird Technologies Corporation | Director | Not disclosed (likely private) | No TAYD related-party transactions disclosed in FY25 |
Expertise & Qualifications
- Audit and financial oversight: Audit Chair; SEC “financial expert” designation .
- Strategic and operational leadership: CEO/COO roles; acquisition integration; international operations (Japan) .
- Industry breadth: Ophthalmic instruments, motion control, aerospace/defense, industrial manufacturing .
- Education: B.S. Engineering (Bath University); MBA (Canisius College) .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Outstanding | Composition/Notes |
|---|---|---|---|
| John Burgess | 96,000 | 2.85% | Includes 56,000 options not yet exercised (exercisability not specified) |
Company shares outstanding at record date (Aug 18, 2025): 3,147,193 .
Governance Assessment
-
Strengths:
- Independent Chairman with deep operating experience; Audit Committee Chair and financial expert, indicating robust financial oversight .
- Full attendance across Board and committees in FY25; strong engagement .
- Transparent director fee structure; modest cash retainers and meeting fees; equity via options aligns director interests with shareholders .
- Adopts anti-hedging policy; prohibits derivative trading; aligns with investor-friendly risk controls .
- D&O insurance in place; formal indemnification and expense advancement framework .
- No related-party transactions in FY25; reduces conflict risk .
-
Potential concerns/monitoring items:
- Director equity is exclusively options (no RSUs/PSUs); pure options can encourage risk-taking; however, anti-repricing and clawback provisions (in 2025 Plan) mitigate abuses .
- Overhang projected to rise to ~18.5% if 2025 Plan approved, increasing dilution; monitor grant discipline .
- Executive bonus pool tied to net income (up to 15% aggregate) may incentivize short-term earnings focus; committee should balance with long-term metrics; note this concerns executives, not directors .
-
RED FLAGS: None disclosed regarding pledging, related-party transactions, Section 16 delinquency, or option repricing. Hedging prohibited; clawback policy in place .
Director Compensation (FY25 Summary)
| Name | Fees earned or paid in cash ($) | Option awards ($) | Total ($) |
|---|---|---|---|
| John Burgess | $59,000 | $79,980 | $138,980 |
Risk Indicators & Policies
- Insider Trading & Hedging: Policy prohibits hedging and derivative trading by directors, officers, employees .
- Clawback: All options subject to Recovery of Erroneously Awarded Compensation Policy; compliant with stock exchange rules .
- D&O Insurance: Cincinnati Insurance Company; annual premium $54,559; one-year term starting Aug 23, 2025 .
- Section 16(a): All filings timely for FY25 .
- Related Party Transactions: None required to be disclosed for FY25 .
Compensation Committee Context
- Composition: Carey, Burgess, Armenat; Chair: Armenat; all independent per Nasdaq; met 3 times with full attendance .
- Responsibilities: Reviews CEO and NEO compensation; considers company performance and comparable companies; administers equity plans .
- Consultant use: Not disclosed .
Performance & Pay Alignment Signals (Directors)
- Mix: Approximately 42% cash ($59k) and 58% equity option value ($79,980) for Burgess in FY25; indicates meaningful equity alignment .
- Annual formula grants, market-value exercise price; no evidence of timing games; anti-repricing embedded in plan framework .
Board Effectiveness Summary
- Chairman role coupled with Audit leadership and full attendance supports confidence in oversight quality .
- Independence and explicit committee charters available online; annual Board self-evaluation to assess composition and effectiveness .
- Risk oversight integrated across committees; periodic updates from management and auditors reinforce controls .
Overall, John Burgess presents as a highly engaged, independent Chair with strong audit credentials and significant personal equity exposure. Dilution risk from option overhang warrants monitoring, but absence of conflicts and robust policies (anti-hedging, clawback, anti-repricing) support governance quality .