Henry L. Guy
About Henry L. Guy
Independent director of Ascent Industries Co. (ACNT); age 56; director since 2011. President & Chief Investment Officer of Pittco Management (single‑family office, Memphis); previously President & CEO of Modern Holdings Incorporated. Education: B.S. Economics, U.S. Naval Academy; MBA (Operations & Strategy), Vanderbilt Owen; member, Owen Graduate School Board of Visitors. Determined independent under Nasdaq rules for 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Modern Holdings Incorporated | President & CEO | Not disclosed | Diversified holding company leadership |
| Metro International S.A. (MTRO) | Director | Not disclosed | Board service (prior) |
| Scribona AB (CATB) | Director | Not disclosed | Board service (prior) |
| Pergo AB (PERG) | Director | Not disclosed | Board service (prior) |
| Miltope Corporation (MILT) | Director | Not disclosed | Board service (prior) |
| Evermore Global Advisors (EVGBX) | Director | Not disclosed | Board service (prior) |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Pittco Management (Memphis) | President & Chief Investment Officer | Single‑family office; current |
| Vanderbilt University, Owen Graduate School of Management | Board of Visitors | Current |
Board Governance
- Independence: The Board determined Henry L. Guy was independent under Nasdaq rules for 2024.
- Committee assignments (as of 12/31/2024): Audit Committee (member), Compensation & Long‑Term Incentive Committee (Chair), Corporate Governance Committee (member).
- Committee/Board activity in 2024: Board met 4 times; Audit met 4 times; Compensation & LTI met 1 time; Corporate Governance “—” (no meeting listed). All directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting (virtual).
- Director retirement policy: Not eligible for nomination if age ≥75 before the annual meeting.
- Board leadership: Chairman and CEO roles separated since 2002; structure reviewed case‑by‑case.
- Director resignation policy: Directors not receiving a majority of votes cast must tender their resignation for Board consideration.
Fixed Compensation
| Item | Amount/Structure | Source |
|---|---|---|
| Annual non‑employee director retainer (2024–2025 term) | $115,000 (cash and restricted stock; minimum $30,000 must be taken in restricted stock; up to 100% stock allowed) | |
| Committee chair retainers | Audit Chair: $10,000; Compensation Chair: $7,500; Nominating & Corporate Governance Chair: $6,000 | |
| 2024 Director compensation – Henry L. Guy | Cash fees: $92,500; Stock awards (grant‑date fair value): $30,000; Total: $122,500 | |
| 2024 Restricted shares issued in lieu of cash – Henry L. Guy | 2,944 shares | |
| Options granted to directors | None |
Performance Compensation
| Performance Element | Details |
|---|---|
| Performance‑based metrics in director pay | None disclosed; director equity is delivered as restricted stock tied to service, not performance; no stock options granted to directors. |
Other Directorships & Interlocks
| Company | Capacity | Status |
|---|---|---|
| Metro International S.A. (MTRO) | Director | Prior |
| Scribona AB (CATB) | Director | Prior |
| Pergo AB (PERG) | Director | Prior |
| Miltope Corporation (MILT) | Director | Prior |
| Evermore Global Advisors (EVGBX) | Director | Prior |
| All as disclosed in ACNT’s director biography; no current public company directorships disclosed beyond ACNT. No related‑party transactions requiring disclosure since the beginning of the last fiscal year. |
Expertise & Qualifications
- Primary career focus in private investments; experience viewed as valuable as the Company focuses on growth through acquisitions.
- Background spans CEO/President roles and multiple public board seats; finance and M&A orientation.
- Education and affiliations: B.S. Economics (USNA); MBA Operations & Strategy (Vanderbilt Owen); Owen Board of Visitors.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Henry L. Guy | 68,928 | <1% | Includes 606 shares in custodial accts for minor children; 7,889 shares in a revocable trust |
| Citations: ownership detail and footnotes |
- Stock ownership guidelines: Directors required to hold 3x the annual retainer (cost basis; five years to achieve). All directors and NEOs are in compliance (with exceptions only for individuals still within the five‑year window; Mr. Guy has tenure since 2011).
- Anti‑hedging/pledging: Directors and officers are prohibited from hedging and from pledging ACNT stock as collateral.
Governance Assessment
-
Strengths
- Independent director; chairs the Compensation & LTI Committee; sits on Audit and Corporate Governance—broad governance exposure and influence.
- Solid attendance and engagement: All directors met ≥75% attendance; all directors attended the 2024 annual meeting.
- Ownership alignment: Personal stake of 68,928 shares; board‑level ownership guideline (3x retainer) in place and directors reported in compliance; anti‑hedging/pledging policy enhances alignment.
- No related‑party transactions reported since start of last fiscal year.
-
Watch items / RED FLAGS
- Late Section 16 filing: One late Form 4 for Henry L. Guy (event 6/12/2024; filed 6/20/2024). While minor, filing timeliness is a procedural oversight to monitor.
- Compensation & LTI Committee met only once in 2024, which may indicate low cadence of formal compensation oversight; context as a smaller reporting company may mitigate, but worth monitoring.
Insider Filing Timeliness (FY2024)
| Form | Insider | Event Date | Filing Date |
|---|---|---|---|
| 4 | Henry L. Guy | 2024‑06‑12 | 2024‑06‑20 |
| Citation: late filings table |