Item 5.02
Compensatory Arrangements of Certain Officers.
On October 4, 2023, Butler National Corporation (the "Company") entered into a First Amendment to Employment Agreement with each of Christopher J. Reedy, Tad M. McMahon and Joe A. Peters. The agreements modify the base salary of each individual retroactive to the beginning of the current fiscal year and apply until the end of the current employment contracts (scheduled to expire December 31, 2024).
Mr. Reedy's annual base salary will increase to $595,000 per year, Mr. McMahon's will increase to $375,000 per year and Mr. Peters will increase to $610,000 per year. The foregoing description of the First Amendments is qualified in its entirety by reference to the full text of the First Amendments, which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K.
Following consultation with the Compensation Committee's independent compensation consultant, the Compensation Committee believed a raise for Mr. Reedy and Mr. McMahon was appropriate given (1) Mr. Reedy's promotion to Chief Executive Officer, (2) Mr. McMahon's additional responsibilities as corporate secretary and (3) the additional workload of Mr. Reedy and Mr. McMahon in light of recent executive officer departures.
The Company has elected to discontinue the Company's discretionary sales commission program, which will partially off-set the increase in base salary to Mr. Peters. The Compensation Committee believes the result will be a net decrease in future compensation to Mr. Peters. Mr. Peters' total compensation was $763,000 and $711,000 for the fiscal years ended April 30, 2023 and 2022, respectively.
On October 3, 2023, the Board of Directors determined that Mr. Peters qualifies as an "executive officer" under Rule 3b-7 of the Securities Exchange Act of 1934, as amended and anticipates Mr. Peters will constitute a "Named Executive Officer," and be subject to the compensation disclosure rules thereto, in the Company's proxy statement for the year ended April 30, 2024.

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Butler National Corporation published this content on 05 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 October 2023 20:07:19 UTC.