Benjamin Rosenzweig
About Benjamin Rosenzweig
Benjamin Rosenzweig, age 40, is an independent director at Ascent Industries Co. (ACNT) serving since 2020. He is Managing Partner of LBK Capital LLC (2025) and formerly a Partner at Privet Fund Management LLC (2024). He holds a BBA in Finance with a second major in Economics from Emory University, graduating magna cum laude .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LBK Capital LLC | Managing Partner | Current in 2025 | Investment leadership |
| Privet Fund Management LLC | Partner | Prior to 2025; current in 2024 | Event-driven investing; activist background |
| Ascent Industries Co. | Executive Chairman of the Board | Appointed Mar 18, 2022 | Not independent; replaced on Board committees |
| Ascent Industries Co. | Compensation & LTI Committee member | 2020 | Committee member |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hardinge Inc. | Director | 2015–2024 | Global machine tool manufacturer |
| PFSweb, Inc. | Director | 2013–2023 | Global commerce services provider |
| Bed Bath & Beyond | Director | 2022 | Retailer |
| Potbelly Corporation | Director | 2018–2022 | Restaurant chain |
| Cicero, Inc. | Director | 2017–2020 | Desktop automation company |
| Startek, Inc. | Director | 2011–2018 | Business process outsourcing |
| BK Technologies Corp. | Director | 2013–2015 | Land mobile radio equipment |
Board Governance
- Board composition (2024): Five members (Guy, Hutter, Rosenzweig, Schauerman, Mazzaferro) .
- Committee memberships (as of Dec 31, 2024): Audit (Guy, Mazzaferro, Schauerman—chair); Compensation & LTI (Guy—chair, Mazzaferro, Schauerman); Corporate Governance (Mazzaferro—chair, Guy, Schauerman). Rosenzweig is not listed on any committees .
- Independence: In 2022, Rosenzweig became Executive Chairman and was not independent; Mazzaferro replaced him on Board committees . For 2023–2024, the independent directors were Guy, Mazzaferro, Schauerman (Rosenzweig not included) .
- Attendance: Board met 4 times in 2024; all directors attended ≥75% of Board and committee meetings . Board met 5 times in 2023; all attended ≥75% .
- Director election vote results:
- 2025: Rosenzweig—5,415,588 For; 1,523,666 Against; 4,637 Abstain; 1,891,136 Broker Non-Votes .
- 2024: Rosenzweig—6,961,957 For; 286,441 Against; 6,537 Abstain .
Fixed Compensation
- Structure:
- 2024–2025 term: Annual retainer $115,000 (cash + restricted stock); minimum $30,000 must be paid in restricted stock; committee chair retainer added (Audit $10,000; Compensation $7,500; Governance $6,000) .
- 2023–2024 term: Annual retainer $115,000 (cash + restricted stock); no chair fees; directors reimbursed for travel; grants subject to forfeiture .
- 2024 calendar-year director compensation (grant-date fair value; ASC 718):
- Rosenzweig: Cash $20,000; Stock Awards $75,000; Total $95,000; Restricted shares received: 7,360 .
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Fees Paid in Cash ($) | $0 | $0 | $0 | $20,000 |
| Stock Awards ($) | $298,400 | $1,186,850 | $115,000 | $75,000 |
| Total ($) | $298,400 | $1,186,850 | $115,000 | $95,000 |
Performance Compensation
- Extraordinary equity awards tied to role and performance:
- 2021: 10,000 RSUs (vest 12 months post-grant) and 10,000 PSUs vesting upon achieving 30-day VWAP of $14.50 (achieved by Dec 31, 2021) .
- 2022: In connection with appointment as Executive Chairman (subject to shareholder approval of 2022 Omnibus Plan), 15,000 RSUs (50% vest Apr 26, 2023; 50% vest Apr 26, 2024) and 50,000 PSUs with 12,500 tranches vesting upon 30-day VWAP targets of $25.00, $27.50, $30.00, $35.00 during Mar 18, 2022–Apr 26, 2025 .
| Award Type | Grant/Approval Context | Units | Vesting Schedule | Performance Metric |
|---|---|---|---|---|
| RSUs | May 25, 2021 extraordinary service | 10,000 | Vest at 12 months if board service continues | None |
| PSUs | May 25, 2021 extraordinary service | 10,000 | Vest upon 30-day VWAP $14.50 target (achieved 12/31/2021) | 30-day VWAP $14.50 |
| RSUs | 2022 Omnibus Plan; Exec Chairman | 15,000 | 50% on 4/26/2023; 50% on 4/26/2024 | None |
| PSUs | 2022 Omnibus Plan; Exec Chairman | 50,000 | 12,500 tranches upon VWAP $25/$27.5/$30/$35 by 4/26/2025 | 30-day VWAP targets $25/$27.50/$30/$35 |
Notable shift: Large PSU usage with stock price hurdles in 2021–2022 linked to activist-led governance changes and Executive Chairman role, then normalization to standard director retainer thereafter .
Other Directorships & Interlocks
- Significant shareholders: Privet Fund LP (18.3%) and UPG Enterprises, LLC (7.8%) as of Dec 31, 2023 . Rosenzweig’s prior affiliation with Privet indicates potential information flow and influence from a major shareholder .
- Board/management interlocks: CEO Hutter is co-founder/manager at UPG, which also holds ACNT shares .
Expertise & Qualifications
- Skills: Corporate governance, M&A, restructurings, refinancing, strategic board reviews; prior committees and multiple public company directorships across manufacturing and B2B sectors .
- Education: Emory University, BBA Finance and Economics, magna cum laude .
Equity Ownership
- Ownership guidelines: Directors must hold 3x annual retainer; based on dollars invested/cost basis; five years to comply; all directors in compliance except Mazzaferro who remains within the grace period .
- Anti-hedging/pledging policy: Directors and officers prohibited from hedging or pledging Ascent securities without written permission; pledging prohibited .
| Metric | 2021 | 2022 | 2024 | 2025 |
|---|---|---|---|---|
| Common Stock Beneficially Owned (shares) | 12,757 | 51,773 | 86,855 | 94,215 |
| Percent of Total | <1% | <1% | <1% | <1% |
Insider Trades and Section 16 Compliance
| Form | Name | Event Date | Filing Date |
|---|---|---|---|
| Form 4 | Benjamin L. Rosenzweig | 06/06/2022 | 06/09/2022 (late) |
| Form 4 | Benjamin L. Rosenzweig | 06/13/2023 | 06/20/2023 (late) |
Related Party Transactions and Conflicts
- 2020 proxy contest reimbursement: Company reimbursed Privet and UPG up to 90% of documented proxy contest expenses; paid $0.6 million in Q3 2021 .
- UPG shared services agreement: Company pays $145/hour for services (HR/IT) provided by UPG; $2,320 expense in 2021; UPG is shareholder and affiliated with CEO .
- Lease with CEO-affiliated entity: 38-month office lease starting Aug 30, 2021; $5,364 monthly base rent year 1; $23,220 rent in 2021 .
Governance note: Rosenzweig’s historical affiliation with Privet (18.3% owner) and the Company’s reimbursements to Privet/UPG, plus UPG-related agreements, indicate potential perceived conflicts and the need for robust independent oversight .
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting (fiscal 2024 pay): For 5,444,111; Against 1,391,362; Abstain 108,418; Broker Non-Votes 1,891,136 .
- 2024 Annual Meeting (fiscal 2023 pay): For 6,412,672; Against 828,764; Abstain 13,499 .
- Frequency vote (2024): 1-year preferred (6,734,232 votes) .
Compensation Committee Analysis
- Consultant: Pearl Meyer retained since 2016; committee confirmed independence; no other services provided .
- Committee composition/chairs (2024): Compensation & LTI—Henry L. Guy (Chair); members Mazzaferro, Schauerman; all independent .
Governance Assessment
- Independence and committee influence: Rosenzweig has not been listed as independent for 2023–2024 and is not a member of standing committees, limiting direct influence over audit/comp/nomination processes . He was non-independent during his Executive Chairman tenure in 2022 .
- Alignment: High equity exposure from 2021–2022 RSU/PSU awards aligned to stock price performance; current standard director compensation mix includes meaningful equity elections (e.g., $115k stock-only in 2023) .
- Engagement: Attendance thresholds met; shareholder support for his re-election remains strong (2024–2025 vote tallies) .
- RED FLAGS:
- Prior non-independence and activist affiliation (Privet 18.3%) can raise conflict perceptions; requires clear recusal and governance safeguards .
- Late Section 16 filings in 2022 and 2023 signal minor compliance lapses .
- Related-party arrangements with UPG and CEO-affiliated entities necessitate strict oversight by independent committees .
- Mitigants: Strong anti-hedging/anti-pledging policy; ownership guideline compliance; independent Compensation Committee with external consultant; clear committee independence and chair structure .