Howard A. Brecher
About Howard A. Brecher
Howard A. Brecher (age 71) is Chairman and Chief Executive Officer of Value Line, Inc. (since October 2011), after serving as Acting CEO/Chairman from November 2009 to October 2011. He has been a director since 1992 and Chief Legal Officer for more than 25 years. Brecher holds degrees from Harvard College, Harvard Business School, and Harvard Law School, plus an LL.M. in Taxation from NYU School of Law . Under his tenure, Value Line’s five-year cumulative TSR translated into $149.24 on a $100 initial investment in FY2025; net income rose from $18.07M in FY2023 to $20.69M in FY2025, while operating revenues declined modestly as the business mix shifted toward EAM-derived income . He leads a controlled company with combined CEO/Chair roles and fully independent Audit and Compensation Committees, but no lead independent director .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Value Line, Inc. | Acting Chairman & Acting CEO | Nov 2009 – Oct 2011 | Stabilized leadership during transition; maintained continuity in publishing and EAM oversight . |
| Value Line, Inc. | Chairman & CEO; Chief Legal Officer | Oct 2011 – present (CLO for 25+ years) | Stewardship of controlled company structure; focus on profitability and distributions from EAM non‑voting interests . |
| Value Line Funds (mutual funds) | Vice President and Secretary | Jun 2008 – Dec 2010 | Oversight of fund governance/operations prior to current roles . |
| EAM LLC (pre‑EAM trust) | Secretary | Feb 2009 – Dec 2010 | Supported transition to current EULAV Asset Management Trust structure . |
External Roles
| Organization | Role | Years | Strategic/oversight context |
|---|---|---|---|
| Arnold Bernhard & Co., Inc. (AB&Co.) | Director and General Counsel | Prior to 2005 – present | AB&Co. is Value Line’s controlling shareholder (91.76% as of Aug 12, 2025), shaping controlled-company governance and exemptions . |
| EULAV Asset Management Trust (EAM) | EAM-related governance participant via Company consent rights | Ongoing | Value Line holds non-voting revenues and profits interests in EAM, with consent rights over extraordinary events to protect those interests . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 675,000 | 700,000 | 700,000 |
| Target Bonus ($) | 350,000 (50% of base) target set for FY2023 | 400,000 (55% of base) target set for FY2024 | 450,000 (55% of proposed base) target set for FY2025; CEO declined salary increase |
| Actual Bonus Paid ($) | 100,000 | 225,000 | 175,000 |
| All Other Compensation ($) | 12,200 (Company 401k/Profit Sharing Plan contribution) | 13,200 | 15,042 |
| Total Pay ($) | 787,200 | 938,200 | 890,042 |
Notes:
- Compensation is cash‑heavy; no equity or option awards are disclosed in the Summary Compensation Tables .
- The Compensation Committee recommended higher base/bonus opportunities for FY2024‑FY2026, which Mr. Brecher declined (signals restraint) .
Performance Compensation
| Plan element | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus (CEO) | Board discretion based on Company performance and qualitative factors; no formal “Company‑Selected Measure” | Not disclosed | Not disclosed | Bonuses awarded post‑fiscal year-end; FY2023–FY2025 payouts shown above | N/A (cash) |
| Company-wide incentive approach | Mix of qualitative factors; timing discourages excessive risk-taking; fewer than 5% receive bonuses | Not applicable | Not applicable | Discretionary, after year-end review | N/A |
References: Company states no formal incentive agreements; bonuses use qualitative, post‑year processes to avoid undue risk .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,600 shares (Brecher) as of Aug 12, 2025; <1% of 9,409,522 shares outstanding . |
| Ownership as % of outstanding | Less than 1% . |
| Vested vs unvested shares | Not disclosed in proxy; no equity awards reported . |
| Options (exercisable/unexercisable) | None disclosed . |
| Shares pledged as collateral | Not disclosed; Board policy notes no hedging/limits provided by company on risk of loss; no formal ownership guidelines . |
| Ownership guidelines | No formal guidelines; executives/directors encouraged to hold at least a nominal amount . |
| Section 16 compliance | Company believes all insiders complied with Section 16 filing requirements in FY2025 . |
Employment Terms
| Provision | Status |
|---|---|
| Employment agreement | No formal employment incentive agreements for executive officers (at‑will structure) . |
| Start date/tenure | Director since 1992; Acting CEO/Chair Nov 2009–Oct 2011; CEO/Chair since Oct 2011 . |
| Severance | Not disclosed in proxy/10-K . |
| Change‑of‑control | Not disclosed for executive; Company is a “controlled company” under NASDAQ rules . |
| Clawback | Board‑adopted Clawback Policy effective Dec 1, 2023; applies to officers; 3‑year lookback upon SEC‑mandated restatement; recovery of excess incentive comp; administered by Compensation Committee . |
| Non‑compete / non‑solicit | Not disclosed. |
| Other | Company cites retention risk tied to dependence on key executives; no “key man” insurance . |
Board Governance
- Board service and roles
- Director since 1992; Chairman and CEO since Oct 2011 (combined roles) .
- Executive Committee member (denoted by “*”) .
- Structure and independence
- Combined CEO/Chair; Board has not designated a lead independent director .
- Audit and Compensation Committees composed entirely of independent directors; Audit Committee chair receives an additional $5,000 .
- Controlled company exemption under NASDAQ due to AB&Co.’s 91.76% ownership .
- Attendance and meetings
- 4 Board meetings in FY2025; 100% attendance by each director and committees .
- Committee composition (FY2025)
- Audit: Davis, Fiore, Muenzer; Muenzer as Audit Committee Financial Expert .
- Compensation: Davis, Fiore, Muenzer .
Director Compensation (Brecher)
- As an employee-director, he receives no additional director fees .
Say‑on‑Pay & Shareholder Feedback
- Frequency: Every three years (next scheduled in 2026) .
- Support: 99.9% approval at 2023 meeting (includes AB&Co.); excluding AB&Co. and insiders, ~2% voted against; Committee made no changes given broad support .
Compensation Peer Group (context for benchmarking)
- 2024 Peer Group used by independent consultant: Daily Journal, Donnelley Financial Solutions, Forrester Research, Moody’s, Morningstar, MarketAxess .
- 2025: Committee did not use a consultant nor update peer group; cited small size and CEO’s request to forego increases .
Performance & Track Record
-
Pay versus performance and TSR | Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 | |---|---:|---:|---:|---:|---:| | PEO “Compensation Actually Paid” ($) | 897,417 | 789,500 | 787,200 | 938,200 | 890,042 | | Company TSR – $100 initial value | 101.58 | 222.34 | 158.31 | 128.55 | 149.24 | | Net Income ($) | 23,280,000 | 23,822,000 | 18,069,000 | 19,016,000 | 20,686,000 |
-
Operating performance and revenue mix | Metric | FY 2023 | FY 2024 | FY 2025 | |---|---:|---:|---:| | Total Operating Revenues ($000s) | 39,695 | 37,487 | 35,079 | | Income from operations + EAM interests ($000s) | 22,601 | 22,423 | 24,303 | | Net Income ($000s) | 18,069 | 19,016 | 20,686 |
-
EAM assets and fee trajectory (Value Line’s non‑voting interest economics)
- EAM AUM rose from $3.09B (FY2023) to $4.17B (FY2024) to $4.68B (FY2025) .
- EAM investment management fees increased from $19.82M (FY2023) to $24.38M (FY2024) to $31.39M (FY2025) .
- Value Line’s non‑voting revenues interest from EAM recognized at $11.90M (FY2024) and $16.18M (FY2025) in EAM’s pre‑distribution results .
Related Party Transactions (Governance and conflicts)
- AB&Co. reimbursements: Company reimbursed $356,000 by AB&Co. for payments/services; Board reviewed/approved .
- Tax sharing: Value Line paid AB&Co. $5,058,000 for federal taxes under tax‑sharing agreement in FY2025 .
- Policies: Related party transactions require Audit Committee approval per Code of Business Conduct and Ethics .
Compensation Structure Analysis (alignment and risk signals)
- Cash‑heavy, at‑risk pay modest: CEO compensation dominated by salary and discretionary cash bonus; no equity grants disclosed (low ongoing dilution, but limited long‑term equity alignment) .
- Target bonus percentages rose (to 55% of base), but CEO declined salary increases and recommended bonus opportunity increases for FY2024–FY2026 (cost discipline signal) .
- No formal quantitative bonus formula; discretionary evaluation post year‑end intended to mitigate risk‑taking; few employees receive annual bonuses; commissions primarily for sales roles with controls .
- Clawback policy implemented (Dec 1, 2023) aligns with SEC/Nasdaq rules; 3‑year lookback on restatements (improves downside accountability) .
Board Service History and Dual‑Role Implications
- Service: Director since 1992; Chair/CEO since 2011; member of the Executive Committee .
- Independence: Not independent (management); Committees comprised solely of independent directors .
- Dual role: Board believes combining CEO/Chair benefits strategy execution and information flow; however, no lead independent director—heightened reliance on independent committees and controlled‑company exemption .
- Attendance: Board and committees—100% attendance in FY2025; 4 Board meetings .
Risk Indicators & Red Flags
- Controlled company with combined Chair/CEO and no lead independent director .
- High ownership concentration: AB&Co. at 91.76% (governance, minority investor considerations) .
- Legal proceedings: None reported .
- Hedging/pledging: No hedging by company; pledging not disclosed .
- Say‑on‑pay: Very high approval (99.9%) including controller; ~2% opposition among unaffiliated shares .
Equity Ownership & Director Compensation (Board context)
- Non‑employee director annual cash fees: $40,000; Audit Chair adds $5,000 .
- Committee service: Davis, Fiore, Muenzer serve on Audit and Compensation Committees .
- Director stock ownership guidelines: No formal guidelines; encouraged to hold shares .
Say‑on‑Pay Frequency and Results
- Triennial frequency (next in 2026) .
- 2023 approval: 99.9% of votes cast; ~2% of non‑controller shares voted against .
Expertise & Qualifications
- Education: Harvard College, Harvard Business School, Harvard Law School; LL.M. in Tax (NYU) .
- Tenure and roles: More than 25 years as an officer; deep knowledge of product lines and operations cited by Board .
Work History & Career Trajectory
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Value Line, Inc. | Chief Legal Officer; Chairman & CEO | CLO 25+ yrs; CEO since 2011 | Legal and operational leadership across publishing and EAM-related economics . |
| AB&Co. | Director & General Counsel | Prior to 2005 – present | Governance of controlling shareholder . |
| Value Line Funds / EAM LLC | VP & Secretary (VLF); Secretary (EAM LLC) | 2008–2010; 2009–2010 | Fund governance and advisory infrastructure . |
Investment Implications
- Alignment: Cash-heavy pay and absence of equity awards limit direct long-term stock alignment; however, discipline signals include CEO’s refusal of proposed salary/bonus increases and adoption of a formal clawback policy .
- Retention risk: No employment agreements or key‑man insurance; Company flags dependence on key executives—modest ownership (1,600 shares) suggests limited lock‑in via equity .
- Trading signals/insider pressure: No equity grants or vesting overhang; minimal personal shareholdings reduce programmatic selling pressure; Section 16 compliance reported .
- Governance trade‑offs: Controlled company structure and combined CEO/Chair without a lead independent director concentrate authority; independent Audit and Compensation Committees and 100% meeting attendance partially mitigate oversight concerns .
- Performance under tenure: Net income growth FY2023–FY2025 and rising EAM‑linked income support cash generation; TSR over the multi‑year window improved to $149.24 per $100 by FY2025, though volatile year‑to‑year. Publishing revenues are declining gradually, offset by EAM economics (AUM to $4.68B) .
- Minority investor lens: Related‑party flows (tax‑sharing, reimbursements) are recurring but policy‑governed via Audit Committee; the high controller stake underpins stability but limits float and governance levers for public holders .