Brian S. Olschan
About Brian S. Olschan
Brian S. Olschan (age 68) is President and Chief Operating Officer of Acme United Corporation and has served as a director since 2000. He has been COO since January 1999 and President since January 2007, following earlier roles in sales and marketing; prior external experience includes General Cable Corporation where he was Vice President and General Manager of its Cordset and Assembly Business . Company performance context: net income rose from $3.0 million in 2022 to $8.1 million in 2023 (excluding a $9.6 million gain) and $10.0 million in 2024, while the Company’s TSR index on a $100 initial investment moved from 67 in 2022 to 131 in 2023 and 116 in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Acme United (ACU) | Senior Vice President – Sales & Marketing | Sep 1996–Jan 1999 | Built operational knowledge across sales/marketing, foundation for later COO role |
| Acme United (ACU) | Executive Vice President & Chief Operating Officer | Jan 1999–Dec 2006 | Led operations; detailed knowledge of Company’s operations |
| Acme United (ACU) | President & Chief Operating Officer | Jan 2007–Present | Oversees company operations; multi-decade leadership continuity |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| General Cable Corporation | Vice President & General Manager, Cordset and Assembly Business | N/A | Electrical wire/cable manufacturing leadership experience |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $838,597 | $888,903 |
| All Other Compensation ($) | $11,887 | $12,887 |
Notes: All Other Compensation includes life insurance premium reimbursement and Company matching contribution to the 401(k) plan . Acme’s 401(k) plan match is 50% of the first 6% of eligible compensation, subject to IRS limits; executives participate on the same basis as other employees .
Performance Compensation
Cash Bonus (structure and payouts)
| Item | 2023 | 2024 |
|---|---|---|
| Bonus Plan Mechanics | Cash bonus pool generally set at 15% of budgeted net income before taxes; adjusted to 14–16% based on performance; individual allocations typically 0–25% of base salary, subject to total accrual cap | Same program structure |
| Plan-based Bonus Awarded | No plan-based bonuses awarded; transaction-based bonuses paid (Camillus/Cuda disposition) | No plan-based bonuses awarded; transaction-based bonuses paid |
| Actual Bonus Paid to Olschan ($) | $435,588 | $130,670 |
| Deferred Compensation Program | Executives may irrevocably elect to defer a portion/all of next year’s Cash Bonus; deferred amounts earn Prime+1% compounded quarterly; Company adds 20% up to $10,000/year; amounts paid at separation | Same |
Equity Awards (options)
| Grant/Feature | 2023 | 2024 |
|---|---|---|
| Option Awards ($ fair value) | $253,000 | — (no options granted) |
| 2023 Option Grant Size (shares) | 20,000 | N/A |
| 2023 Option Exercise Price | $30.47 per share | N/A |
| Vesting Schedule | Options vest in four equal annual installments starting one day after first anniversary, then annually for three years; 10-year term | N/A |
Performance Metrics & Payout Mechanics
| Metric | Weighting/Mechanics | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Budgeted net income before taxes (Company-wide) | Bonus pool equals 15% of budgeted NIBT; adjusts to 14% at 90% of budget and 16% at 110%; individual awards typically 0–25% of base salary | Annual budget set by Compensation Committee | 2023–2024 bonuses were transaction-based (asset disposition); no plan-based bonus paid | $435,588 (2023), $130,670 (2024) cash to Olschan | Cash; deferred compensation available per plan |
| Long-term equity (stock options) | Performance-based stock option awards in program; vest over 4 years; 10-year term | Grant approvals per committee discretion | 2023: 20,000 options @ $30.47; 2024: none | Fair value $253,000 (2023); 2024 none | Options vesting per schedule |
Equity Ownership & Alignment
| Item | Data |
|---|---|
| Beneficial Ownership (shares) | 286,553 |
| Percent of Class | 7.2% (based on 3,754,498 shares outstanding as of March 5, 2025) |
| Shares Included via Options (within 60 days) | 245,450 |
| Ownership Nature | Sole voting and investment power except as noted in proxy footnotes |
| Hedging Policy | Company “has not adopted any practices or procedures regarding the ability” of employees or directors to engage in hedging transactions that offset declines in ACU securities |
Outstanding Equity Awards (as of Dec 31, 2024)
| Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration Date |
|---|---|---|---|
| 45,000 | — | 23.99 | 1/24/27 |
| 35,000 | — | 24.92 | 10/16/27 |
| 9,200 | — | 23.94 | 1/23/28 |
| 35,000 | — | 22.66 | 8/8/28 |
| 20,000 | — | 19.48 | 8/7/29 |
| 7,500 | — | 24.06 | 1/21/30 |
| 35,000 | — | 23.05 | 8/12/30 |
| 11,250 | 3,750 | 32.64 | 1/26/31 |
| 26,250 | 8,750 | 39.56 | 8/11/31 |
| 12,500 | 12,500 | 29.35 | 8/3/32 |
| 5,000 | 15,000 | 30.47 | 8/2/33 |
Employment Terms
Change-in-Control (CIC) Plan
| Feature | Terms |
|---|---|
| Cash Compensation | Monthly salary at rate on CIC date multiplied by months payable; plus average monthly incentive bonuses for the three taxable years immediately prior to CIC multiplied by months payable |
| Benefits Continuation | Medical, life and other insurance continue for the number of months compensation is payable |
| CIC Multiple (Director who is EVP or above) | 36 months compensation and benefits (applies to Messrs. Johnsen and Olschan) |
| 280G Cutback | Payments reduced to avoid “excess parachute payment,” capped at 2.99× base amount |
| Payment Timing | Lump sum within 30 days after separation; 6-month delay for “key employees” |
Severance Pay Plan (if CIC Plan not applicable)
| Feature | Terms |
|---|---|
| Triggers | Involuntary termination (other than gross misconduct); death; reduction of responsibility/status/compensation; transfer to unreasonably distant location |
| Formula | One month’s salary × years of service; subject to min/max months based on level |
| Director who is EVP or above | Minimum 9 months; maximum 30 months compensation; death benefit equals 9 months |
Board Governance and Committee Roles
- Board service: Olschan is a non-independent director (employee) standing for re-election; the Board determined that six other directors are independent under NYSE American rules .
- Board structure: ACU combines Chairman and CEO positions; there is no Lead Independent Director; Board held seven meetings in 2024 and all directors attended at least 75% of meetings of the Board and committees on which they served .
- Committees: Executive, Audit, Compensation, and Nominating Committees are composed solely of independent non-employee directors; committee memberships are listed and do not include Olschan .
- Independence implications: Dual-role senior executives (CEO and President/COO) serving as directors are classified as non-independent; combined Chair/CEO without a lead independent director may be a governance consideration for investors .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($000s) | $3,037 | $8,148 (excludes $9.6m gain) | $10,022 |
| TSR Index (Value of Initial $100 Investment) | 67 | 131 | 116 |
| Business Milestones | — | Asset disposition of Camillus & Cuda (Nov 1, 2023) | Elite First Aid asset acquisition integrated; diversification to ~61% first aid/medical; ~$2m annual savings from cost reductions; DC capacity +30% |
Equity Compensation Plan Information (context)
| Item | Data |
|---|---|
| Securities to be issued upon exercise of outstanding options/warrants/rights | 1,403,090 |
| Weighted-average exercise price | $27.82 |
| Securities available for future issuance under equity plans | 223,875 |
Related Party Transactions and Policies
- Policy: Related person transactions must be reviewed/approved by the Audit Committee (independent directors only); ongoing monitoring required .
- Transactions: None since January 1, 2023 .
- Insider Trading Policy: Long-standing policy exists (see 10-K exhibit); Company has not adopted practices/procedures regarding the ability of employees/directors to hedge ACU securities .
Investment Implications
- Alignment: Olschan’s 7.2% beneficial ownership, including 245,450 options exercisable within 60 days, signals high alignment with shareholders; sustained net income growth under his operational leadership supports pay-for-performance narratives .
- Incentive mix and selling pressure: Significant outstanding options with staggered expirations through 2033 and multiple exercise prices could create periodic liquidity/selling pressure when tranches vest/become in-the-money; 2023 option grant of 20,000 at $30.47 adds to near- to medium-term optionality .
- Bonus quality: 2023–2024 executive bonuses were transaction-based (asset disposition), not tied to plan-based operating targets; future cash incentive visibility hinges on achieving budgeted net income thresholds per the bonus plan .
- Governance risk: Combined Chair/CEO and absence of a lead independent director, plus Olschan’s non-independent director status as President/COO, reduce counterweights to management; investors often discount governance structures with limited independent leadership .
- Retention economics: CIC plan (36 months for EVP+ directors) and severance plan (up to 30 months) provide strong retention but elevate change-of-control costs; 280G cutback mitigates tax gross-up risk and caps parachute payments .
- Hedging policy gap: The Company reports no adopted practices/procedures restricting hedging by employees/directors; investors may view this as a potential misalignment risk if hedging occurs, as it can weaken exposure to downside .
- Clean related-party profile: No related person transactions since 2023; committee oversight structure is in place, reducing conflict-of-interest risk .