John P. Schauerman
About John P. Schauerman
Independent director of Ascent Industries Co. since 2020; age 68. Former Primoris Services Corporation executive (EVP Corporate Development, CFO) and longstanding public company director; holds an MBA in Finance from Columbia University and a B.S. in Electrical Engineering from UCLA. Designated Audit Committee Financial Expert at ACNT and determined independent under Nasdaq rules for 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Primoris Services Corp. (NASDAQ: PRIM) | Director; previously EVP Corporate Development; CFO | Director since Nov 15, 2016 | Executive experience in financial and corporate development; governance background |
| MYR Group (NASDAQ: MYRG) | Director (prior) | Not disclosed | Governance experience |
| Harmony Merger Corp. (NASDAQ: HRMNU) | Director (prior) | Not disclosed | Governance experience |
| Allegro Merger Corp. (NASDAQ: ALGR) | Director (prior) | Not disclosed | Governance experience |
| Wedbush Securities, Inc. | Director (prior) | Not disclosed | Governance experience |
External Roles
| Organization | Role | Start Date | Committees |
|---|---|---|---|
| Primoris Services Corp. | Director | Nov 15, 2016 | Not disclosed in ACNT proxy |
| UCLA School of Engineering | Dean’s Executive Board Member | Not disclosed | Advisory role |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent under Nasdaq rules (2024) |
| Committee Assignments (2024) | Audit Committee Chair and SEC “Financial Expert”; member, Compensation & Long-Term Incentive; Corporate Governance |
| Committee Assignments (2023) | Audit Committee Chair; member, Compensation & Long-Term Incentive; Corporate Governance |
| Attendance | Board met 4 times in 2024; all directors attended ≥75% of Board and committee meetings; all attended 2024 Annual Meeting (virtual) |
| Director Election Results | 2025: For 4,001,616; Against 2,938,632; Abstain 3,643; broker non-votes 1,891,136 . 2024: For 5,999,892; Against 1,248,506; Abstain 6,537 |
| Auditor Oversight | 2025 proxy proposed ratifying Moss Adams LLP; Audit Committee report references Moss Adams . 2025 meeting voted to ratify Baker Tilly US, LLP for FY2025 |
Fixed Compensation
| Year (Calendar) | Cash Fees ($) | Stock Awards ($) | Total ($) | RSU Shares (count) | Notes |
|---|---|---|---|---|---|
| 2024 | 50,000 | 50,000 | 100,000 | 4,907 | Directors elect min $30k of retainer in restricted stock; may elect up to 100% |
| 2023 | 28,500 | 100,000 | 128,500 | 9,975 | 2023–2024 term retainer was $115k; no chair fees; inclusive retainer |
- Chair fee structure (2024–2025 term): Audit Chair $10,000; Compensation Chair $7,500; Corporate Governance Chair $6,000; in addition to board retainer; number of restricted shares set by average of high/low prior-day price; no director stock options granted .
Performance Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Stock Options | None; no options granted to directors | None; no options granted to directors |
| PSUs/performance equity | Not disclosed for directors | Not disclosed for directors |
| Performance metrics tied to director pay | Not disclosed | Not disclosed |
No director option awards; director equity is service-based restricted stock, not performance-conditioned .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| Primoris Services Corp. | Director | No ACNT-related transactions disclosed; ACNT reported no related party transactions since start of last fiscal year |
| MYR Group; Harmony Merger; Allegro Merger; Wedbush Securities | Former director | No ACNT-related transactions disclosed; none reportable |
Expertise & Qualifications
- Designated Audit Committee Financial Expert; extensive operational, financial, corporate development and strategic planning background in construction/infrastructure sectors .
- Education: MBA (Finance), Columbia University; B.S. Electrical Engineering, UCLA; member of UCLA Engineering Dean’s Executive Board .
Equity Ownership
| Date | Shares Beneficially Owned | % of Outstanding | Source |
|---|---|---|---|
| Apr 16, 2025 | 93,624 | ~0.93% (93,624 ÷ 10,034,875 outstanding ) | |
| Apr 16, 2024 | 88,717 | ~0.88% (88,717 ÷ 10,124,781 outstanding ) |
- Ownership guidelines: Board members must hold stock equal to 3x annual retainer; Company states all directors/NEOs are in compliance (exceptions noted for others, not Schauerman) .
- Anti-hedging/anti-pledging: Directors prohibited from hedging and pledging company stock .
Insider Trades
| Form | Event Date | Filing Date | Note |
|---|---|---|---|
| Form 4 | Jun 13, 2023 | Jun 20, 2023 | Filed late per Section 16(a) disclosure |
Governance Assessment
- Strengths
- Independence affirmed; serves as Audit Committee Chair and SEC-designated financial expert; committee fully independent .
- Solid engagement: ≥75% attendance; attended 2024 annual meeting .
- Ownership alignment: complies with 3x retainer guideline; receives meaningful portion of retainer in stock; anti-hedging/pledging policy reduces misalignment risk .
- No related party transactions disclosed since start of last fiscal year, reducing conflict risk .
- Watch items / RED FLAGS
- 2023 late Form 4 (administrative compliance issue); improved in 2024 with no late filing noted for Schauerman .
- 2025 director vote shows narrower margin versus peers (e.g., 4.00M for / 2.94M against), indicating some shareholder dissent; monitor investor sentiment, especially given Audit Chair responsibilities .
- Auditor change: 2025 meeting ratified Baker Tilly US, LLP despite 2025 proxy proposing Moss Adams LLP; as Audit Chair, oversight of transition is critical; monitor for restatement- or control-related signals .
Say-on-Pay & Shareholder Feedback
| Meeting Year | Say-on-Pay For | Against | Abstain |
|---|---|---|---|
| 2025 | 5,444,111 | 1,391,362 | 108,418 |
| 2024 | 6,412,672 | 828,764 | 13,499 |
Frequency (2024): “1 Year” received 6,734,232 votes (majority preference) .
Compensation Committee Analysis
- Committee fully independent; authority to engage compensation consultants; sets CEO compensation and reviews senior executive pay; administers equity plans .
- No specific consultant disclosures or conflicts noted; no related party compensation consulting identified .
Related Party Transactions
- None reportable since start of last fiscal year under SEC rules; annual questionnaires reviewed; Board oversees any disclosed items .