DEF 14A of Ascent Industries Co.
Filed Apr 30, 2026 · FY20250000095953-26-000071
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 seven members and recommends that the seven 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 seven 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 57 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 46 Mr. Hutter has served as a member of the Board of Directors of the Company since 2020. Mr. Hutter has more than 20 years of experience in a variety of industries including manufacturing, distribution, private investments and real estate with a focus on investment analysis, strategic oversight, and corporate governance. Mr. Hutter is currently Managing Partner of Falcon Private Investments, L.P., a private investment firm based in Oak Brook, IL. In this role, he is responsible for the firm’s investment strategy and asset allocation, with a focus on value investing throughout North America. Previously, Mr. Hutter served as CEO of Ascent Industries Co. where he initiated the strategic shift to a pure play specialty chemical company. Mr. Hutter serves on the board of InSite Real Estate, L.L.C. and brings significant experience in financial oversight, regulatory matters and strategic planning and previously served on the board of UPG Enterprises LLC. Mr. Hutter holds a MBA in Finance from Lewis University and a B.S. cum laude in Finance from University of Illinois. | 2020 | | Benjamin Rosenzweig, age 41 Mr. Rosenzweig currently serves as SVP, Investments at Steel Partners, a global investment and holding company. 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 | | Aldo J. Mazzaferro, age 72 Aldo Mazzaferro is an equity research analyst with over 35 years’ experience 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 | | Carmen J. Giannantonio, age 68 Mr. Giannantonio is currently a director on the Board of Delrin USA LLC, a global manufacturer of high-performance polyacetal homopolymer engineering plastics for automotive, healthcare and industrial applications. He has been a Director since June 30, 2023, and Vice Chairman of the Board of Trustees of Delaware Hospice, Inc., a non-profit community-based service organization providing comprehensive CMS-approved hospice, palliative care and grief support services for patients and families facing serious illness where he serves as Chairman of the Governance and Nominating committee, and a member of the Finance, Executive Compensation and Value-Based Care committees of the Board. Mr. Giannantonio has been a member of the Finance committee since May 1, 2023, of Ronald McDonald House of Delaware, a non-profit organization providing housing, care and support for families of seriously ill children. Mr. Giannantonio has an extensive executive corporate career with over 40 years in Finance and Strategy leadership positions including 23 years in Corporate Development with Fortune 500 companies in multi-industrial, pharmaceutical and specialty chemical industries where he planned and executed transformational transactions valued over $200 Billion, developed diverse global functions, managed and reported P&L performance, implemented corporate governance, successfully dealt with public company shareholder activists, and led strategic actions that generated sustainable and profitable growth. Mr. Giannantonio was formerly Vice President, Mergers & Acquisitions, DuPont de Nemours, Inc. (2019 – 2023); Sr. Director, Corporate Mergers & Acquisitions and Financial Planning & Analysis, E.I. DuPont de Nemours and Company (2009 – 2019); CFO, DuPont Imaging Technologies, a $1 Billion business segment of E.I. DuPont de Nemours and Company (2007 – 2009); Sr. Finance Director & Treasurer, Bristol Meyers Pharma (formerly known as DuPont Pharmaceuticals), and Director of Finance and Tax, DuPont Merck Pharmaceuticals, a global joint venture owned 50% by Merck, Inc. and 50% by E.I. DuPont de Nemours and Company. Mr. Giannantonio earned a Master of Business Administration from Drexel University, a Master of Science in Taxation from Widener University and a Bachelor of Science in Accounting from Villanova University. He was previously a member of EY’s Corporate Development Leadership Network (2009 – 2023) and the National Association of Financial Professionals (1996 – 2023). | 2026 |
Vote Required
| Name, Age, Principal Occupation, Other Directorships and Other Information | Director Since | | Jeremy Rohen, age 51 Mr. Rohen is the Co-Chief Executive Officer & Chief Operating Officer for Tilley Distribution, Inc. (Tilley), a global specialty ingredients and chemicals distributor. Prior to Tilley, Mr. Rohen served as Senior Vice President, Strategy and Business Development of Axalta Coating Systems Ltd., a leading global coatings company (NYSE: AXTA). Previously, Mr. Rohen served as Vice President, Corporate Development and Investor Relations for W. R. Grace & Co., a global specialty chemical and engineered materials company, where he led corporate development, strategy, treasury, and investor relations. Prior to this, he was Managing Director for Seale & Associates, a Washington, DC based investment bank, and began his career at PricewaterhouseCoopers. Mr. Rohen holds a master’s in taxation and bachelor's degree in finance from The George Washington University School of Business. | 2026 | | J. Bryan Kitchen, age 52 Mr. Kitchen became President & Chief Executive Officer (CEO) of Ascent Industries Co. on February 10, 2024 and was formerly the President of Ascent's Chemicals division with nearly two decades of senior leadership experience in the chemicals industry. Prior to joining Ascent, Mr. Kitchen most recently served as President and CEO of Clearon Corp., a leading specialty chemicals manufacturer of essential sanitizers and disinfectants for household, industrial, institutional and water treatment applications, from May 2018 until September 2022. In his extensive career, Mr. Kitchen also served as North American President of XINGFA USA Corporation (January 2017 – May 2018) and Vice President, Business Operations for Advancion Corporation (f/k/a Angus Chemical Corporation) (July 2014 – August 2016). Mr. Kitchen is a certified Six Sigma Black Belt and holds a bachelor’s degree in business management and marketing from Anderson University. | |
Compensation of Non-Employee Directors
Compensation of Non-Employee Directors For the 2025-2026 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 in addition to the board retainer: Audit Committee: $10,000; Compensation Committee: $7,500; Nominating and Corporate Governance Committee: $6,000. 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 2025 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. During 2025, Mr. Rosenzweig also received an additional $100,000 for his services provided in the previous year as Executive Chairman of the Board. As of April 30, 2026 there have been no approved changes to non-employee director annual retainers for the 2026-2027 term year. The following table sets forth information about compensation paid by the Company to non-employee directors during calendar year 2025.
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 | $71,250 | $30,000 | $101,250 | | Aldo J. Mazzaferro | $91,000 | $30,000 | $121,000 | | Benjamin Rosenzweig | $162,500 | $30,000 | $192,500 | | John P. Schauerman | $75,000 | $50,000 | $125,000 | | (1) Represents fees paid in cash during 2025. | | | | | (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 2025 service. For 2025, the directors received restricted shares in lieu of cash retainer as follows: Henry L. Guy - 2,382; Christopher G Hutter - 2,382; Aldo Mazzaferro - 2,382; Benjamin Rosenzweig - 2,382; and John P. Schauerman - 3,970. No director has been granted any stock options by the Company. | | | |
2025 Summary Compensation Table
2025 Summary Compensation Table The following table sets forth certain information concerning the compensation earned in 2025 and 2024 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 2025 (collectively referred to as the “named executive officers” or “NEOs”):
2025 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) | | J. Bryan Kitchen | 2025 | $500,000 | $450,000 | $422,017 | $— | $1,372,017 | | President & Chief Executive Officer | 2024 | $489,904 | $— | $149,743 | $— | $639,647 | | Ryan Kavalauskas | 2025 | $350,000 | $325,000 | $253,215 | $— | $928,215 | | Chief Financial Officer | 2024 | $308,173 | $— | $89,851 | $— | $398,024 | | Harshil Shah | 2025 | $277,380 | $74,750 | $109,680 | $— | $461,810 | | Vice President, Business Operations | 2024 | $153,365 | $— | $— | $— | $153,365 | | (1) Mr. Kitchen became CEO in February 2024, Mr. Kavalauskas joined the Company in February 2024 and Mr. Shah joined the Company in June 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 2025
Outstanding Equity Awards at Fiscal Year End 2025 The following table sets forth information about stock options and restricted stock awards outstanding at the end of 2025 for each of our NEOs. No other stock awards were outstanding as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year End 2025
| | 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) | | J. Bryan Kitchen | — | — | — | — | 21,600 | $349,704 | 43,183 | $699,133 | | Ryan Kavalauskas | — | — | — | — | 10,019 | $162,208 | 20,028 | $324,253 | | Harshil Shah | — | — | — | — | 3,606 | $58,381 | 5,410 | $87,588 | | (1) For Mr. Kitchen, this includes restricted stock awards granted on September 18, 2023, February 10, 2024 and April 21, 2025 which vest 33% annually on the anniversary date. For Mr. Kavalauskas, this includes restricted stock awards granted on February 10, 2024 and April 21, 2025 which vest 33% annually on the anniversary date. For Mr. Shah, this includes restricted stock awards granted on September 8, 2025 which vest 33% annually on the anniversary date. | | | | | | | | | | (2) For 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 and performance shares that vest upon the attainment of specified adjusted EBITDA targets for 2025. For Mr. Shah, this includes performance shares that vest upon the attainment of specified adjusted EBITDA targets for 2025. | | | | | | | | | | (3) Based on the December 31, 2025 closing stock price of $16.19 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) | | 2025 | $— | $— | $1,372,017 | $1,778,947 | $695,013 | $804,873 | $186.74 | $0.87 | | 2024 | $5,472 | $(103,628) | $639,647 | $729,080 | $307,301 | $326,000 | $128.95 | $(13.60) | | 2023 | $35,568 | $(105,332) | $— | $— | $327,919 | $345,588 | $110.27 | $(26.63) |