J. Bryan Kitchen
About J. Bryan Kitchen
J. Bryan Kitchen, age 51, is President & Chief Executive Officer of Ascent Industries Co. (ACNT). He was appointed CEO on February 10, 2024, after serving as President of Ascent’s Chemicals division since September 2023; he resigned from the Board on June 11, 2024 to maintain a majority of independent directors under Nasdaq Rule 5605(b)(1) . Kitchen is a certified Six Sigma Black Belt and holds a bachelor’s degree in business management and marketing from Anderson University; prior roles include CEO of Clearon (2018–2022), North American President at XINGFA USA (2017–2018), and VP, Business Operations at Advancion/Angus Chemical (2014–2016) . Company performance during his first year as CEO (FY 2024) featured net sales of $177.9 million vs. $193.2 million in 2023, but a marked improvement in Adjusted EBITDA to $4.0 million from $(15.9) million and Specialty Chemicals Adjusted EBITDA to $6.3 million from $3.4 million; cumulative TSR (Dec 31, 2021 base $100) stood at $68.05 at year-end 2024 and net loss was $(13.6) million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ascent Industries – Chemicals division | President | Sep 2023 – Feb 2024 | Improved operational performance of the business per Board commentary |
| Ascent Industries Co. | Director | Feb 14, 2024 – Jun 11, 2024 | Resigned to preserve Board independence under Nasdaq Rule 5605(b)(1) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clearon Corp. | President & CEO | May 2018 – Sep 2022 | Led specialty chemicals manufacturer across HII and water treatment markets |
| XINGFA USA Corporation | North American President | Jan 2017 – May 2018 | Led NA operations for specialty chemicals distribution |
| Advancion (f/k/a Angus Chemical Corporation) | VP, Business Operations | Jul 2014 – Aug 2016 | Operations leadership at Dow carve-out (Advancion/Angus) |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (paid) | $114,423 | $489,904 |
| Target Annual Bonus (% of salary) | — | 100% (pro-rated for 2024) |
| Actual Annual Bonus (paid) | — | $0 |
| One-time Equity Grant (plan) | — | $250,000 FMV at grant; 50% time-based over 3 years; 50% performance-based on stock price thresholds |
| Indemnification Agreement | — | Intended to enter standard form of indemnification agreement |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Short-Term Incentive (Cash) | Company financial and operational goals (per STI plan) | Not disclosed | 100% of salary (pro-rated for 2024) | 2024 payout: $0 | Paid after Board approval when earned |
| RSUs (Time-based) | Service-based vesting | Not disclosed | 33% annually on anniversary | 22,342 RSUs unvested at 12/31/2024 (market value $249,784) | Grants on Sep 18, 2023 and Feb 10, 2024 vest 33% annually |
| PSUs (Performance-based) | 30-day VWAP stock price thresholds | Not disclosed | Thresholds specified by plan (various price targets) | 27,244 PSUs unearned at 12/31/2024 (market value $304,588) | Vest upon achieving specified VWAP price targets |
We note the Company does not disclose detailed STI performance metrics or award weightings under scaled SRC disclosure. Equity awards are RSUs/PSUs; the Company states it has not granted stock options to NEOs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Common Stock Beneficially Owned (as of Apr 16, 2025) | 55,441 shares; less than 1% of outstanding |
| RSUs Unvested (12/31/2024) | 22,342 units; market value $249,784 (based on $11.18 close) |
| PSUs Unearned (12/31/2024) | 27,244 units; market value $304,588 (based on $11.18 close) |
| Options (Exercisable/Unexercisable) | None outstanding |
| Stock Ownership Guidelines | CEO: 4x base salary; compliance measured on cost basis; 5 years to achieve |
| Compliance Status | Within the five-year period to achieve targeted ownership level |
| Hedging/Pledging | Directors and officers prohibited from hedging or pledging Company stock |
| Clawback | Executive incentive compensation subject to recovery upon accounting restatement under Rule 10D-1/Nasdaq 5608 |
Insider Transactions (trading signal):
- Dec 6, 2024: Purchased 4,600 shares at ~$11.9867/share; ~$55,139 value; reported holdings 55,441 shares after purchase .
- May 2024: Form 4 filed in relation to prior transactions; see Company SEC filing archive and WhaleWisdom entry .
Employment Terms
- Appointment/Start: Named CEO on Feb 10, 2024; appointed Director on Feb 14, 2024; resigned from Board Jun 11, 2024 to maintain majority independence .
- Base Salary: $500,000 annually (CEO) .
- Annual Bonus: Target 100% of salary (pro-rated for 2024), subject to STI plan and Board approval .
- One-time Equity Grant: $250,000 FMV at grant; half time-based over three years; half performance-based on achieving specified stock price thresholds .
- Equity Plan Approach: No stock options granted to NEOs; equity via RSUs and PSUs .
- Indemnification: Standard form intended for CEO .
- Governance/Compliance: Anti-hedging/anti-pledging policy; stock ownership guidelines; clawback policy compliant with SEC/Nasdaq rules .
Company Performance During Kitchen’s Tenure
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Sales ($000) | $193,179 | $177,872 |
| Gross Profit ($000) | $1,526 | $22,114 |
| Operating Loss from Continuing Ops ($000) | $(37,430) | $(5,096) |
| Adjusted EBITDA ($000) | $(15,934) | $4,013 |
| Specialty Chemicals Adjusted EBITDA ($000) | $3,424 | $6,332 |
| Value of Initial $100 TSR (Dec 31, 2021 base) | $58.19 | $68.05 |
| Net Income (Loss) ($MM) | $(26.63) | $(13.60) |
Multi-year Compensation (Named Executive Officer)
| Component | 2023 | 2024 |
|---|---|---|
| Salary ($) | $114,423 | $489,904 |
| Bonus ($) | — | $0 |
| Stock Awards ($) | $148,972 | $149,743 |
| Total ($) | $263,395 | $639,647 |
Say-on-Pay & Shareholder Feedback
| Proposal (2024 Annual Meeting) | Result |
|---|---|
| Advisory approval of 2023 NEO compensation | For: 6,412,672; Against: 828,764; Abstain: 13,499 |
| Say-on-frequency | 1 Year: 6,734,232; 2 Year: 2,168; 3 Year: 457,551; Abstain: 60,984 |
| Auditor ratification (2024) | For: 8,784,941; Against: 273,167; Abstain: 7,256 |
| Section 16(a) late filings (FY 2024) | Includes a late Form 4 for J. Bryan Kitchen (event 2/10/2024; filed 2/15/2024) |
Compensation Structure Analysis
- Shift to RSUs/PSUs, not options: Company discloses it has not granted stock options to NEOs; equity awards are restricted and performance shares, aligning payouts to service and stock price outcomes .
- At-risk vs fixed pay: 2024 compensation includes substantial equity component ($149,743 reported stock awards) vs base salary $489,904; cash bonus paid in 2024 was $0 under STI plan .
- Performance metrics: PSUs vest on 30-day VWAP price targets; cash plan metrics not disclosed under SRC scaled disclosures .
Risk Indicators & Red Flags
- Anti-hedging/anti-pledging policy reduces misalignment risk; directors and officers prohibited from pledging Company stock .
- Clawback policy in place per SEC/Nasdaq rules mitigates restatement-related incentive risk .
- Section 16 timeliness: A late Form 4 filing noted for Kitchen for a 2/10/2024 event (filed 2/15/2024) .
Investment Implications
- Alignment and retention: Kitchen’s equity-heavy package (RSUs/PSUs, ownership guidelines with a five-year compliance window, and no pledging allowed) supports pay-for-performance alignment and reduces leverage-related selling risk .
- Trading signals: Direct open-market purchase of 4,600 shares in Dec 2024 suggests confidence; monitor future Form 4 filings for additional accumulation or sales .
- Execution track record: FY 2024 shows material improvement in gross profit and Adjusted EBITDA despite lower net sales, with Specialty Chemicals Adjusted EBITDA rising to $6.3 million; continued progress in sourcing and product management could sustain margin gains under Kitchen’s leadership .
- Governance and risk controls: Robust anti-hedging/pledging and clawback policies, coupled with independence-focused Board actions, lower governance risk; limited disclosure (SRC) on STI metrics warrants ongoing investor engagement around KPI rigor and payout calibration .