DEF 14A of Ascent Industries Co.
Filed Apr 30, 2025 · FY20240000095953-25-000027
PROPOSAL 1 - ELECTION OF DIRECTORS
PROPOSAL 1 - ELECTION OF DIRECTORS The Certificate of Incorporation of the Company provides that the Board of Directors shall consist of not less than three nor more than 15 individuals. Upon recommendation of the Corporate Governance Committee and discussion by the current Board of Directors, the Board of Directors has fixed the number of directors constituting the full Board at five members and recommends that the five nominees listed in the table that follows be elected as directors to serve for a term of one year until the next Annual Meeting or until their successors are elected and qualified to serve. Each of the nominees has consented to be named in this Proxy Statement and to serve as a director if elected. If cumulative voting is not requested, the proxy agents named in the Board of Directors’ form of proxy that accompanies this Proxy Statement will vote the proxies received by them "FOR" the election of the five persons named as directors. If cumulative voting is requested, the proxy agents named in the Board of Directors’ form of proxy that accompanies this Proxy Statement intend to vote the proxies received by them cumulatively for some or all of the nominees in such manner as may be determined at the time by such proxy agents. If, at the time of the Annual Meeting of Shareholders, or any adjournment(s) thereof, one or more of the nominees is not available to serve by reason of any unforeseen contingency, the proxy agents intend to vote for such substitute nominee(s) as the Board of Directors recommends, or the Board of Directors will reduce the number of directors.
Vote Required
| Name, Age, Principal Occupation, Other Directorships and Other Information | Director Since | | Henry L. Guy, age 56 Mr. Guy is the President & Chief Investment Officer for Pittco Management (Pittco), a single-family office located in Memphis, TN. Prior to Pittco, Mr. Guy served as President & CEO of Modern Holdings Incorporated, a diversified holding company located in Summit, NJ. Mr. Guy has served on the board of directors of Metro International S.A. (MTRO), Scribona AB (CATB), Pergo AB (PERG), Miltope Corporation (MILT), and Evermore Global Advisors (EVGBX). Mr. Guy is a member of the Board of Visitors of the Owen Graduate School of Management at Vanderbilt University. He graduated from the United States Naval Academy with a Bachelor of Science degree in Economics and earned his MBA with a concentration in Operations and Strategy from Vanderbilt University. | 2011 | | Christopher G. Hutter, age 45 Mr. Hutter currently serves as Co-Founder and Manager of UPG Enterprises, LLC (f/k/a Union Partners, LLC), an operator of a diverse set of industrial companies focused on metals, manufacturing, distribution and logistics, since its founding in August 2014. At UPG Enterprises, Mr. Hutter oversees operations and growth initiatives at the holding company and portfolio company level, and has extensive experience in large scale acquisitions, transaction structuring and business operations and integration across a broad spectrum of industries. Mr. Hutter graduated cum laude from University of Illinois with a Bachelor of Science degree in Finance and earned his MBA in Finance from Lewis University. | 2020 | | Benjamin Rosenzweig, age 40 Mr. Rosenzweig currently serves as Managing Partner of LBK Capital LLC, a global investment firm. He was formerly a Partner at Privet Fund Management LLC, a firm making event-driven, value-oriented investments in small capitalization companies. Mr. Rosenzweig formerly served as a director of PFSweb, Inc. (NASDAQ: PFSW), a global commerce service provider from 2013 - 2023, Hardinge Inc. (formerly NASDAQ: HDNG), a global designer, manufacturer and distributor of machine tools from 2015 - 2024, Bed Bath & Beyond (NASDAQ:BBBY), a retailer, during 2022, Potbelly Corporation (NASDAQ: PBPB), a restaurant chain, from 2018 through 2022, Cicero, Inc. (OTC:CICN), a desktop automation company, from 2017 until 2020, Startek, Inc. (NYSE: SRT), a business process outsourcing provider, from 2011 through 2018, and RELM Wireless Corporation (now known as BK Technologies Corp. (NYSE MKT: BKTI), a manufacturer of land mobile radio equipment, from 2013 through 2015. Mr. Rosenzweig graduated magna cum laude from Emory University with a Bachelor of Business Administration degree in Finance and a second major in Economics. | 2020 | | John P. Schauerman, age 68 Mr. Schauerman has been a Director of Primoris Services Corporation (“Primoris”) (NASDAQ: PRIM) since November 15, 2016. He previously served in numerous executive roles at Primoris, including Executive Vice President of Corporate Development, Chief Financial Officer. Mr. Schauerman previously served on the Board of Directors of MYR Group (NASDAQ: MYRG); Harmony Merger Corp. (NASDAQ: HRMNU): Allegro Merger Corp (NASDAQ: ALGR); and Wedbush Securities, Inc. Mr. Schauerman is a member of the Dean’s Executive Board of the UCLA School of Engineering. Mr. Schauerman holds an MBA in Finance from Columbia University, New York, and a B.S. in Electrical Engineering from the University of California, Los Angeles. | 2020 | | Aldo J. Mazzaferro, age 71 Aldo Mazzaferro is an equity research analyst with over 35 years’ experience covering the global steel and metals sectors at several large Wall Street investment banking firms. He retired as Managing Director and Senior Analyst at Macquarie Capital (USA) in 2017. Since then and currently, Mr. Mazzaferro operates a research and consulting practice and is a partner in a real estate investment firm. Mr. Mazzaferro held significant senior research positions on Wall Street, including Vice President at Goldman Sachs for 8 years (2000-2008), where he led a globally recognized steel research franchise, and as Senior Analyst at Deutsche Bank for 12 years (1987-1998). He moved to the steel industry in 2008 to join Steel Development Co. LLC, a start-up company planning to build and operate a series of new, high-technology steel micro-mills. He was Chief Financial Officer there from 2008 to 2011, when he left and ultimately joined Macquarie. Mr. Mazzaferro graduated with a B.A. from Holy Cross College and earned his MBA from Northeastern University. | 2022 |
Compensation of Non-Employee Directors
Compensation of Non-Employee Directors For the 2024-2025 term year, non-employee directors were paid a total annual retainer of $115,000 in the form of cash and restricted stock. Each non-employee director appointed to serve as a chairperson of a standing board committee receives the following annual retainer: Audit Committee: $10,000; Compensation Committee: $7,500; Nominating and Corporate Governance Committee: $6,000. The committee chairperson retainer is in addition to the board retainer. Directors must elect a minimum of $30,000 of the retainer fee to be paid in restricted stock and may elect up to 100% of the retainer to be paid in restricted stock. The number of restricted shares issued was determined by the average of the high and low Common Stock price on the day prior to the 2024 Annual Meeting of Shareholders or, if later, the date prior to the director’s appointment to the Board. Directors were reimbursed for travel and other expenses related to attendance at meetings. As of April 30, 2025 there have been no approved changes to non-employee director annual retainers for the 2025-2026 term year. The following table sets forth information about compensation paid by the Company to non-employee directors during calendar year 2024.
Compensation of Non-Employee Directors
| Name | Fees Paid in Cash (1) | Stock Awards (2) | Total | | (a) | (b) | (c) | (d) | | Henry L. Guy | $92,500 | $30,000 | $122,500 | | Christopher G. Hutter | $33,764 | $90,930 | $124,694 | | Aldo J. Mazzaferro | $91,000 | $30,000 | $121,000 | | Benjamin Rosenzweig | $20,000 | $75,000 | $95,000 | | John P. Schauerman | $50,000 | $50,000 | $100,000 | | (1) Represents fees paid in cash during 2024. | | | | | (2) Represents the grant date fair value, computed in accordance with FASB ASC Topic 718 as disclosed in the Stock Awards footnote to the Summary Compensation Table, of restricted shares granted to the directors for 2024 service. For 2024, the directors received restricted shares in lieu of cash retainer as follows: Henry L. Guy - 2,944; Christopher G Hutter - 9,075; Aldo Mazzaferro - 2,944; Benjamin Rosenzweig - 7,360; and John P. Schauerman - 4,907. No director has been granted any stock options by the Company. | | | |
2024 Summary Compensation Table
2024 Summary Compensation Table The following table sets forth certain information concerning the compensation earned in 2024 and 2023 by each of the individuals who served as Chief Executive Officer and the next two most highly compensated executive officers other than the Chief Executive Officer, who were serving as executive officers at the end of 2024 (collectively referred to as the “named executive officers” or “NEOs”):
2024 Summary Compensation Table
| Name and Principal Position (1) | Year | Salary (2) | Bonus | Stock Awards (3) | All Other Compensation | Total | | (a) | (b) | (c) | (d) | (e) | (i) | (j) | | Christopher G. Hutter | 2024 | $5,472 | $— | $— | $— | $5,472 | | Former President & Chief Executive Officer | 2023 | $35,568 | $— | $— | $— | $35,568 | | J. Bryan Kitchen | 2024 | $489,904 | $— | $149,743 | $— | $639,647 | | President & Chief Executive Officer | 2023 | $114,423 | $— | $148,972 | $— | $263,395 | | Ryan Kavalauskas | 2024 | $308,173 | $— | $89,851 | $— | $398,024 | | Chief Financial Officer | | | | | | | | G. Douglas Tackett, Jr. | 2024 | $99,077 | $50,000 | $— | $67,500 | $216,577 | | Former Chief Legal Officer | 2023 | $280,000 | $— | $— | $— | $280,000 | | (1) Mr. Hutter stepped down as CEO in February 2024. Mr. Kitchen became CEO in February 2024 and Mr. Kavalauskas joined the Company in February 2024. | | | | | | | | (2) Represents base salary paid to officers in all years presented | | | | | | | | (3) Represents the market value of restricted and performance shares granted in all years presented. | | | | | | |
Outstanding Equity Awards at Fiscal Year End 2024
Outstanding Equity Awards at Fiscal Year End 2024 The following table sets forth information about stock options and restricted stock awards outstanding at the end of 2024 for each of our NEOs. No other stock awards were outstanding as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year End 2024
| | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#)/ Exercisable | Number of Securities Underlying Unexercised Options (#)/ Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (1) | Market Value of Shares or Units of Stock That Have Not Vested (3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (3) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Christopher G. Hutter | — | — | — | — | — | — | 150,000 | 1,677,000 | | J. Bryan Kitchen | — | — | — | — | 22,342 | $249,784 | 27,244 | $304,588 | | Ryan Kavalauskas | — | — | — | — | 7,523 | $84,107 | 7,523 | $84,107 | | (1) For Mr. Kitchen, this includes restricted stock awards granted on September 18, 2023 and February 10, 2024 which vest 33% annually on the anniversary date. For Mr. Kavalauskas, this includes restricted stock awards granted on February 10, 2024 which vest 33% annually on the anniversary date. | | | | | | | | | | (2) For Mr. Hutter, Mr. Kitchen and Mr. Kavalauskas, this includes volume weight average performance shares that vest when the 30-day weighted average of the Company stock reaches various price targets. | | | | | | | | | | (3) Based on the December 31, 2024 closing stock price of $11.18 per share. | | | | | | | | |
Pay-versus-Performance Table
| Year | Summary Compensation Table (“SCT”) Total for Former PEO Hutter(1) | Compensation Actually Paid to Former PEO Hutter(1)(2) | SCT Total for Current PEO Kitchen(1) | Compensation Actually Paid to Current PEO Kitchen(1)(2) | Average SCT Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return for the Company(3) | Net Income ($MMs)(4) | | 2024 | $5,472 | $(103,628) | $639,647 | $729,080 | $307,301 | $326,000 | $68.05 | $(13.60) | | 2023 | $35,568 | $(105,332) | $— | $— | $327,919 | $345,588 | $58.19 | $(26.63) | | 2022 | $1,560,568 | $767,488 | $— | $— | $464,743 | $401,431 | $52.77 | $22.07 |