Aldo J. Mazzaferro
About Aldo J. Mazzaferro
Aldo J. Mazzaferro (age 71) is an independent director of Ascent Industries Co. (ACNT) since 2022, with 35+ years covering global steel and metals as a senior sell-side analyst and an operating CFO in steel micro-mills; he holds a B.A. from Holy Cross and an MBA from Northeastern University . He retired as Managing Director and Senior Analyst at Macquarie Capital (USA) in 2017 and currently operates a research and consulting practice and is a partner in a real estate investment firm .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Macquarie Capital (USA) | Managing Director & Senior Analyst (Steel/Metals) | Retired 2017 | Led sector research; capital markets insight |
| Goldman Sachs | Vice President (Steel Research) | 2000–2008 | Built globally recognized steel research franchise |
| Deutsche Bank | Senior Analyst (Steel/Metals) | 1987–1998 | Senior coverage of metals sector |
| Steel Development Co. LLC | Chief Financial Officer | 2008–2011 | Start-up steel micro-mills; operating finance leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Independent Research & Consulting Practice | Principal | Current | Metals/capital markets consulting |
| Real Estate Investment Firm | Partner | Current | Private investment role |
Board Governance
- Independence: Board determined Mr. Mazzaferro was independent under Nasdaq Rules for 2024 .
- Committees: Audit, Compensation & Long-Term Incentive, Corporate Governance; Committee Chair, Corporate Governance .
- Audit Committee Financial Expert: John P. Schauerman designated; Mazzaferro is a member (not designated financial expert) .
- Meeting cadence and attendance: Board met 4x in 2024; Audit 4x; Compensation 1x; Corporate Governance did not meet (“—”); all directors attended ≥75% of Board/committee meetings and attended the 2024 Annual Meeting (virtual) .
- Retirement policy: Directors aged 75+ before the annual meeting are ineligible for nomination; Mazzaferro is 71 and currently eligible .
Fixed Compensation
- Structure: Non-employee director annual retainer $115,000 (cash + restricted stock); committee chair retainers: Audit $10,000; Compensation $7,500; Corporate Governance $6,000. Directors must elect at least $30,000 of retainer in restricted stock (up to 100%) .
- 2024 Director Pay (calendar year):
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) | Restricted Shares Granted (Count) |
|---|---|---|---|---|
| Aldo J. Mazzaferro | 91,000 | 30,000 | 121,000 | 2,944 |
- Notes: No stock options granted to directors . Directors reimbursed for travel and meeting-related expenses .
Performance Compensation
- Equity award design: Director equity delivered as restricted stock; grant-date fair value and share counts disclosed; vesting terms for directors not specified in proxy .
- Options: None for directors .
- Clawback: Company’s Clawback Policy applies to current/former executive officers for incentive comp tied to financial reporting measures, not to directors .
| Component | Type | Metrics | Vesting/Terms | 2024 Detail |
|---|---|---|---|---|
| Director Equity | Restricted Stock | None disclosed for directors | Not specified | $30,000 grant; 2,944 shares for Mazzaferro |
| Options | N/A | N/A | N/A | No director options outstanding/granted |
| Clawback | Executive incentive comp only | Financial Reporting Measures | Restatement recoupment | Policy applies to executive officers |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Mazzaferro .
- Interlocks/conflicts: No related-party transactions reportable since the beginning of last fiscal year .
Expertise & Qualifications
- Steel/metals sector specialist with decades of coverage; former CFO of a steel micro-mill start-up; capital markets and investment banking pedigree (Macquarie, Goldman Sachs, Deutsche Bank) .
- Board’s view: His extensive steel/metals research and banking experience provides insight into industry dynamics and capital markets trends .
Equity Ownership
- Beneficial ownership (as of April 16, 2025): 13,249 shares; includes 3,000 shares held in a self-directed IRA; less than 1% of total shares outstanding .
- Shares outstanding at record date: 10,034,875 (excluding 1,050,228 held in treasury) .
- Ownership guidelines: Directors must hold stock equal to 3x retainer; compliance is based on cost basis; all directors are compliant or within the five-year compliance window—Mazzaferro is still within the five-year period to achieve targeted level .
- Hedging/pledging: Directors/officers are prohibited from hedging or pledging Company securities absent Board permission; policy prohibits pledging .
| Item | Detail |
|---|---|
| Shares Beneficially Owned | 13,249 (includes 3,000 in self-directed IRA) |
| Ownership % | <1% |
| Shares Outstanding (Record Date) | 10,034,875 |
| Ownership Guidelines | Directors: 3x retainer (cost basis) |
| Compliance Status | Within five-year compliance period |
| Hedging/Pledging | Prohibited by policy |
Governance Assessment
- Independence and committee leadership: Mazzaferro strengthens independent oversight as Corporate Governance Committee Chair and member of Audit and Compensation, aligning with best practices for board independence .
- Engagement: Board met quarterly; Audit active (4 meetings); Compensation limited cadence (1 meeting); all directors ≥75% attendance and attended the annual meeting—signals baseline engagement; Corporate Governance Committee held no meetings in 2024 (“—”), which warrants monitoring given the committee’s remit over board composition and governance policies .
- Alignment: Director pay mix for Mazzaferro skewed toward cash ($91k cash vs $30k equity; minimum equity elected), with modest share ownership (<1%); adherence to stock ownership guidelines is on a five-year path, and anti-hedging/pledging policies reduce alignment risk .
- Conflicts and red flags: No reportable related-party transactions; no director stock options; anti-pledging and insider trading controls in place; Mazzaferro not listed among late Section 16 filers in 2024—no filing timeliness issues flagged .
- Succession/tenure risk: Company retirement policy restricts nominations at age 75; at age 71, Mazzaferro is within the window but faces an eventual tenure cap, a medium-term continuity consideration for governance planning .
RED FLAGS to watch:
- Corporate Governance Committee did not meet in 2024 (“—”) despite chair role—potentially a process gap if persistent .
- Minimum equity election ($30k) and <1% ownership may indicate lower long-term equity alignment versus peers who elect higher equity proportions—monitor future elections and ownership guideline progress .
Key signals: Independent oversight with multi-committee participation; clean conflicts profile; equity alignment policies in place but practical alignment currently modest; governance committee activity cadence merits periodic review **[95953_0000095953-25-000027_acnt-20250428.htm:13]** **[95953_0000095953-25-000027_acnt-20250428.htm:17]** **[95953_0000095953-25-000027_acnt-20250428.htm:8]** **[95953_0000095953-25-000027_acnt-20250428.htm:18]** **[95953_0000095953-25-000027_acnt-20250428.htm:23]**.