Stephen P. Davis
About Stephen P. Davis
Stephen P. Davis (age 73) is an independent director of Value Line, Inc., serving on the Board since 2010. He is a retired Deputy Commissioner of the New York City Police Department (2014–2018) and Managing Member of Davis Investigative Group, LLC (2001–2013; and since April 2018). His background centers on law enforcement leadership and investigative services, with experience advising financial services clients. He is not designated as the Board’s audit committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York City Police Department (NYPD) | Deputy Commissioner (senior appointed official; retired as uniformed senior officer in 1992) | 2014–2018 (prior NYPD service culminating in 1992) | Senior leadership and oversight in a major municipal department |
| Davis Investigative Group, LLC | Managing Member | 2001–2013; since April 2018 | Provided investigative services to financial services and other clients |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Davis Investigative Group, LLC | Managing Member | 2001–2013; since April 2018 | Private firm; no related-party transactions with Value Line disclosed |
Board Governance
- Independence: Davis is independent under NASDAQ rules; Value Line is a “controlled company” due to Arnold Bernhard & Co., Inc. (AB&Co.) owning 91.76% of voting power as of Aug 12, 2025, and is exempt from majority-independent board requirements.
- Committee assignments: Audit Committee (independent; 4 meetings in FY2025) and Compensation Committee (independent). No lead independent director designated.
- Attendance and engagement: In FY2025, the Board met 4 times; each director attended 100% of Board and relevant committee meetings. Same 100% attendance disclosed for FY2024 (4 Board meetings).
- Committee leadership: Audit Committee chair is not Davis (the chair receives an added $5,000; Glenn J. Muenzer’s total director fees reflect chair role).
| Governance Item | FY2024 | FY2025 |
|---|---|---|
| Board meetings held (count) | 4 | 4 |
| Davis Board attendance | 100% (all directors) | 100% (all directors) |
| Audit Committee meetings (count) | 4 | 4 |
| Lead Independent Director designated | No | No |
| Committees (Davis) | Audit; Compensation | Audit; Compensation |
Fixed Compensation
- Structure: Non-employee directors are paid $40,000 per year, which includes a $15,000 Audit Committee fee; the Audit Committee Chair receives an additional $5,000. Compensation for other committee service is determined by the Board from time to time.
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash – Stephen P. Davis ($) | 40,000 | 40,000 |
| Audit Chair premium ($) | Not applicable to Davis (paid to chair) | Not applicable to Davis (paid to chair) |
Performance Compensation
- No director equity grants (RSUs/PSUs), options, or performance-based incentives are disclosed; the proxy shows only cash director fees.
| Component | FY2024 | FY2025 |
|---|---|---|
| Equity awards (RSUs/PSUs) | None disclosed | None disclosed |
| Option awards | None disclosed | None disclosed |
| Performance metrics tied to director pay | Not applicable (cash retainer only) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Davis in the proxy biographies |
| Compensation Committee interlocks | None reported after inquiry |
Expertise & Qualifications
- Board considered Davis’s management of his own investigative business serving financial services and other industries, and his senior official role in a major municipal police department. This supports oversight in ethics, compliance, and risk. He is not identified as the Audit Committee Financial Expert (role designated to Glenn J. Muenzer).
Equity Ownership
- Stock ownership guidelines: No formal board ownership guidelines; directors are encouraged to hold at least a nominal amount of Company stock. Hedging or protection against loss is not practiced by the Company.
- Beneficial ownership: Davis beneficially owns 200 shares; “less than one percent” of outstanding shares.
| Ownership (as of record date) | Aug 13, 2024 | Aug 12, 2025 |
|---|---|---|
| Shares outstanding (Common) | 9,418,074 | 9,409,522 |
| Stephen P. Davis – shares owned | 200 | 200 |
| % of shares outstanding | Less than 1% | Less than 1% |
| Pledged/hedged shares | None disclosed |
Related-Party Transactions (Context)
- Controlled company: AB&Co. (owned by Jean B. Buttner) holds 91.76% of voting stock; the Company reimbursed AB&Co. $356,000 for shared services in FY2025 and made $5,058,000 in tax-sharing payments; all related-party transactions are subject to Audit Committee review per policy. No director-individual related transactions disclosed.
Say-on-Pay & Shareholder Feedback (Context)
- Say-on-pay frequency: Every three years (next in 2026).
- 2023 say-on-pay result: 99.9% in favor including AB&Co.; excluding AB&Co. and insiders, approximately 2% voted against.
Governance Assessment
- Strengths
- Independent director with 100% attendance; serves on both key committees (Audit and Compensation).
- Entire Audit and Compensation Committees are independent; Audit Committee has a designated financial expert (Muenzer).
- No compensation committee interlocks reported; Section 16 filing compliance confirmed.
- Director pay is modest, cash-only; limited risk of pay-related conflicts.
- Watch items / potential red flags
- Controlled company (AB&Co. 91.76% voting) reduces minority shareholder influence; no lead independent director designated.
- No standing nominating committee; full Board handles nominations—less formal independence in director selection.
- Lack of equity-based director compensation and absence of formal ownership guidelines may weaken alignment; directors are only “encouraged” to hold a nominal amount.
- Ongoing related-party arrangements with AB&Co. require continued audit oversight and transparency (reimbursements and tax-sharing).
Overall, Davis presents as a consistently engaged independent director with relevant oversight experience in investigations and public-sector management. In a controlled-company structure without a lead independent director or nominating committee, his committee participation and attendance are positives, but alignment via ownership is limited (200 shares) and director compensation is entirely cash-based.