Glenn J. Muenzer
About Glenn J. Muenzer
Glenn J. Muenzer (age 67 as of June 30, 2025) is an independent director of Value Line, Inc. since 2012, designated by the Board as the Audit Committee Financial Expert; he is a Certified Public Accountant and Certified in Financial Forensics, with extensive financial investigative experience from a 21-year career as a Special Agent at the FBI and prior internal audit roles at Thomson McKinnon Securities, EF Hutton, and Deloitte . He attended 100% of Board and Committee meetings in fiscal 2025 and fiscal 2024, and beneficially owns 200 shares (<1%) of VALU common stock as of the respective proxy record dates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Bureau of Investigation (FBI) | Special Agent (Retired) | 1991–2012 | Financial investigative and supervisory experience supporting audit oversight |
| Thomson McKinnon Securities, Inc. | Vice President & Manager of Internal Audit | Not disclosed | Internal audit leadership; relevant to Audit Committee work |
| EF Hutton | Assistant Vice President of Internal Audit | Not disclosed | Internal audit; strengthens financial controls oversight |
| Deloitte | Senior Auditor | Not disclosed | External audit background; supports financial reporting scrutiny |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships disclosed in proxy materials |
Board Governance
- Independence: Qualifies under NASDAQ rules; Board determined no relationships impairing independent judgment .
- Committee assignments: Audit Committee (independent members), Compensation Committee (independent members); Muenzer serves on both .
- Audit Committee Financial Expert: Board-designated; meets NASDAQ financial sophistication requirements .
- Attendance: 100% for Board and applicable committees in fiscal 2025 and fiscal 2024; Board met 4 times each year; Audit Committee met 4 times in fiscal 2025 and fiscal 2024 .
- Chair roles: Audit Committee Chair earns an additional $5,000; Muenzer’s director fees totaled $45,000 vs $40,000 for other non-employee directors, indicating he received the chair premium .
- Board structure: Combined CEO/Chair; no Lead Independent Director designated; key committees entirely independent .
- Controlled company: Arnold Bernhard & Co., Inc. (AB&Co.) controls ~91.76% (2025) of voting power; VALU qualifies as a “controlled company,” exempt from NASDAQ majority-independent board requirement .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director retainer (cash) | $40,000 | Includes Audit Committee fee of $15,000 per year |
| Audit Committee Chair premium | $5,000 | Paid to Audit Chair; Muenzer’s total $45,000 suggests chair role |
| Total fees earned (FY 2025) | $45,000 (Muenzer) | Other non-employee directors: $40,000 |
| Equity grants | Not disclosed | No equity awards or options disclosed for directors in proxy |
Performance Compensation
| Metric/Instrument | FY 2025 Disclosure | Vesting/Terms | Notes |
|---|---|---|---|
| Stock awards (RSUs/PSUs) | None disclosed for directors | — | Proxy lists only cash fees for directors |
| Option awards | None disclosed for directors | — | No option grants disclosed |
| Performance metrics (e.g., TSR, EBITDA) tied to director pay | None disclosed for directors | — | Director compensation not performance-linked |
Other Directorships & Interlocks
- Compensation Committee interlocks: None reported after inquiry; committee comprised solely of independent directors .
- Other public boards: None disclosed for Muenzer .
Expertise & Qualifications
- Credentials: CPA; Certified in Financial Forensics; extensive FBI financial investigative experience; prior senior internal audit roles; external audit foundation .
- Board qualification: Named Audit Committee Financial Expert by Board; meets NASDAQ financial sophistication requirements .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Record Date |
|---|---|---|---|
| Glenn J. Muenzer | 200 | Less than 1% | Aug 12, 2025; 9,409,522 shares outstanding |
| Glenn J. Muenzer | 200 | Less than 1% | Aug 13, 2024; 9,418,074 shares outstanding |
- Stock ownership guidelines: No formal guidelines; directors encouraged to hold at least a nominal amount of VALU stock .
- Hedging/pledging: Proxy states the Company does not hedge, limit, or protect any shareholder from loss on ownership; no director-specific hedging policy disclosed .
Governance Assessment
- Strengths:
- Independent director with deep forensic accounting and financial investigations background; Board-designated Audit Committee Financial Expert .
- Full attendance and active committee engagement; Audit and Compensation Committees comprised entirely of independent directors .
- Audit Committee oversight robust (pre-approval of audit/non-audit services; independence reviews; four meetings annually) .
- Weaknesses/RED FLAGS:
- Controlled company status (AB&Co. ~91.76% voting power) reduces minority shareholder influence and obviates majority-independent board requirement .
- Combined CEO/Chair with no Lead Independent Director may limit independent oversight leverage .
- No formal director stock ownership guidelines; Muenzer holds 200 shares (<1%), which may signal limited “skin in the game” alignment versus cash-only fees .
- No standing nominating committee; the full Board handles director selection without a formal charter, which may reduce structured independence in nominations .
- Related-party context:
- AB&Co. reimbursed for services ($356,000 in FY 2025; $364,000 in FY 2024) and tax-sharing payments by VALU ($5,058,000 in FY 2025; $5,448,000 in FY 2024); all related-party transactions reviewed under the Code and Audit Committee policy .
- Shareholder sentiment:
- Say-on-pay (2023) passed with 99.9% votes cast in favor (includes AB&Co. holdings); excluding AB&Co., directors, executives, ~2% voted against; say-on-pay cadence every three years .