Alfred R. Fiore
About Alfred R. Fiore
Independent director at Value Line, Inc. since 2010; age 69 as of June 30, 2025. Former Chief of Police for Westport, CT (2004–2011) with executive, legal, operational, and budget oversight responsibilities; member of the Board’s Audit and Compensation Committees. Beneficially owns 400 Company shares (<1%). Attended 100% of Board and committee meetings in fiscal 2025 (four Board meetings held) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Westport, CT Police Department | Chief of Police | 2004–2011 | Senior official overseeing law enforcement, executive and budget responsibilities |
External Roles
- No other public company directorships disclosed in the Company’s proxy statements .
Board Governance
- Independence: Determined independent under NASDAQ rules; Board’s Audit and Compensation Committees comprised entirely of independent directors .
- Committee assignments: Audit Committee member; Compensation Committee member .
- Attendance: 100% attendance at Board and committee meetings in fiscal 2025; Board met four times .
- Leadership: Company combines CEO and Chairman roles; no Lead Independent Director designated .
- Controlled company: AB&Co. owns 91.76% of voting stock (August 12, 2025); Company qualifies as a “controlled company” and is exempt from majority-independent Board requirement .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Director cash fee (annual) | $40,000 | $40,000 |
| Audit Committee fee (included in annual) | $15,000 | $15,000 |
| Audit Committee Chair premium | $5,000 (policy) | $5,000 (policy) |
| Fiore total fees earned in cash | $40,000 | $40,000 |
Notes:
- Non-employee directors are paid cash fees; Chairman of the Audit Committee receives an additional $5,000; Fiore is a committee member, not disclosed as chair .
Performance Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Equity awards (RSUs/PSUs/Options) | None disclosed for directors; compensation stated as cash fees | None disclosed for directors; compensation stated as cash fees |
| Performance metrics tied to director pay | Not disclosed/applicable | Not disclosed/applicable |
Other Directorships & Interlocks
- Current public company boards: None disclosed .
- Committee roles at other issuers: None disclosed .
- Interlocks: Company reported no Compensation Committee interlocks; Compensation Committee consists of independent directors (including Fiore) .
- Say-on-pay influence: Controlled company status means AB&Co. voting power dominates outcomes; 2023 say-on-pay approval was 99.9%, and excluding AB&Co. plus insiders, “against” votes were ~2% .
Expertise & Qualifications
- Public-sector executive expertise in legal, operational, and budget oversight from tenure as Chief of Police, Westport, CT; Board cites his experience managing a critical governmental function with legal, financial, and operational concerns as core qualification .
Equity Ownership
| Metric | As of Aug 13, 2024 | As of Aug 12, 2025 |
|---|---|---|
| Shares beneficially owned (Fiore) | 400 | 400 |
| Ownership % of outstanding | <1% | <1% |
| Shares outstanding (reference) | 9,418,074 | 9,409,522 |
Compensation Committee Analysis
- Composition: Davis, Fiore, Muenzer (all independent) .
- Use of consultant: Engaged Titan Advisory LLC in FY 2024; consultant met twice, prepared peer analysis and marketplace assessment; no conflicts found (revenues <5%, no other work except valuation services to EAM) .
- FY 2025 shift: Committee did not engage an outside consultant; CEO requested no increases to salary/bonus despite higher profits .
- Charter: Committee operates without a formal charter; process disclosed and reviewed annually .
Related Party Transactions and Conflicts
- AB&Co. reimbursement: Company reimbursed $356,000 for payments made/services provided to AB&Co.; reviewed and approved by Board .
- Tax-sharing: Company paid $5,058,000 to AB&Co. for federal income taxes per tax-sharing arrangement (FY 2025) .
- Policies: Code of Business Conduct and Ethics governs conflicts and requires Audit Committee approval of Item 404(a) related party transactions .
- Controlled company risk: AB&Co. owns 91.76% of voting stock; exemption from majority-independent board requirement reduces minority shareholder influence .
- Section 16 compliance: Company believes all directors/officers complied with SEC ownership reporting in FY 2025 .
Governance Assessment
- Strengths:
- Full independence and dual committee service (Audit, Compensation) enhance oversight; 100% attendance signals engagement .
- Audit Committee composed entirely of independent directors; formal Audit Committee charter; routine pre-approval of auditor services .
- Concerns/RED FLAGS:
- Controlled company status (91.76% AB&Co.) limits board independence requirements and minority investor influence .
- Combined CEO/Chair without a Lead Independent Director reduces independent counterbalance .
- Related-party flows (reimbursements and substantial tax payments to AB&Co.) require continued rigorous Audit Committee oversight .
- Alignment:
- Fiore’s director compensation is cash-only; no equity grants disclosed, which reduces equity alignment but avoids equity plan complexity and potential option repricing risks .
- Encouraged (not mandated) ownership; Fiore holds a nominal stake (400 shares) .