Independent
Tenure on this board
19.4 yrs
5 nominees · 2 ballot items.
Election of five Directors (two Class A and three Class B) and an advisory (non-binding) vote to approve the compensation of the named executive officers (say-on-pay).
Elect five Directors: two Class A Directors elected by holders of Class A Common Stock and three Class B Directors elected by holders of Class B Common Stock, each to hold office until the next annual meeting and until their successors are elected and qualified.
A non-binding, advisory 'say-on-pay' vote to approve the compensation of the Company's Named Executive Officers as disclosed in the proxy statement.
This management proposal requests a non-binding, advisory shareholder vote to approve the overall compensation of the Company’s Named Executive Officers as disclosed in the proxy statement. Management is seeking this advisory endorsement to comply with Dodd-Frank requirements and to obtain shareholder feedback on executive pay practices. The proposal does not alter pay arrangements directly; rather it is an opportunity for shareholders to express support or concern about the company’s executive compensation philosophy and implementation. The Board has unanimously recommended a vote FOR the proposal and states it will consider significant adverse voting results in evaluating whether changes are necessary. Company context: Avalon is a controlled company with over 50% voting power held by the CEO/Chairman, which may affect governance oversight and the Compensation Committee’s independence. The company’s compensation program is largely cash-based with discretionary bonuses, limited use of performance metrics, and minimal equity awards for executives, which are relevant considerations for shareholders assessing pay-for-performance alignment. The Board’s rationale emphasizes the Compensation Committee’s role in establishing pay to attract and retain management and the discretionary nature of bonuses tied to individual performance and contributions. For sophisticated analysis, the proposal should be evaluated in light of Avalon’s ownership structure, the discretionary nature of bonuses (including a bonus tied to AWMS income for an affiliate CEO), and the lack of a formal compensation committee charter or robust performance-based measures, all of which bear on whether shareholder endorsement signals sufficient alignment between pay and company performance.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RENAISSANCE TECHNOLOGIES LLC | 1.9% | 75,982 | $197K |
| 2 | DIMENSIONAL FUND ADVISORS LP | 1.9% | 75,897 | $197K |
| 3 | WITTENBERG INVESTMENT MANAGEMENT, INC. | 0.9% | 36,784 | $95K |
| 4 | RAFFLES ASSOCIATES LP | 0.6% | 25,214 | $65K |
| 5 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.5% | 20,800 | $54K |
| 6 | LPL Financial LLC | 0.4% | 16,538 | $43K |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 0.3% | 13,215 | $34K |
| 8 | DRW Securities, LLC | 0.3% | 11,804 | $31K |
| 9 | VANGUARD CAPITAL MANAGEMENT LLC | 0.3% | 10,649 | $28K |
| 10 | RAYMOND JAMES FINANCIAL INC | 0.3% | 10,260 | $27K |
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