Paul G. Driscoll
About Paul G. Driscoll
Paul G. Driscoll serves as Vice President, Chief Financial Officer, Secretary and Treasurer of Acme United Corporation; he signs the company’s proxy and SEC filings and delivers the Safe Harbor statement on earnings calls, evidencing core responsibilities for financial reporting, controls, and investor communications . Company performance metrics relevant to pay-for-performance include net sales growth to $194.5M in 2024 (+2% YoY) and net income of $10.0M in 2024, alongside a three-year TSR path where a $100 initial investment equated to $67 (2022), $131 (2023) and $116 (2024) . ACU’s compensation philosophy explicitly emphasizes budgeted net income, liquidity strength (credit facility availability), and a 10-year average sales growth rate of 7% as quantitative context for executive pay decisions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Acme United Corporation | Vice President, Chief Financial Officer, Secretary & Treasurer | 2024–2025 (disclosed period) | Lead certifying officer for financial reporting, governance and investor disclosures (SOX 302/906 certifications; proxy execution; earnings call Safe Harbor) |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $506,993 | $537,409 |
| All Other Compensation ($) | $11,887 (life insurance premium reimbursement and 401(k) match) | $12,887 (life insurance premium reimbursement and 401(k) match) |
Notes:
- ACU reports no qualified or non-qualified defined benefit pension plans for executive officers .
- 401(k): Company match equals 50% of the first 6% of eligible compensation (2024 IRS cap $350,000); contribution limits $23,000 ($30,500 age 50+) .
Performance Compensation
Annual Cash Incentives
| Component | Metric | Target (Plan) | Actual Payout | Vesting/Timing |
|---|---|---|---|---|
| Cash Bonus Plan (NEOs) | Company net income before taxes vs budget; individual performance | Bonus pool = 15% of budgeted pre-tax NI (adjusted to 14–16% for under/over-achievement) | No plan bonuses awarded in 2023 and 2024; Driscoll received transaction-based bonuses tied to Camillus/Cuda asset sale ($260,294 in 2023; $80,550 in 2024) | Paid annually if earned (transaction-based awards paid in the respective year) |
| Deferred Compensation Plan | Executive elective deferral of bonus | Irrevocable election by Dec 31; Company matches 20% up to $10,000; interest at prime +1%, compounded quarterly; amounts non-forfeitable; paid at separation | Election-dependent | N/A (deferred until separation) |
Equity Incentives
| Component | Grant Date | Shares | Fair Value ($) | Exercise Price ($/sh) | Vesting |
|---|---|---|---|---|---|
| Stock Options (2023 grant) | 2023 (NEO awards) | 12,500 | $158,125 | $30.47 | 25% one day after 1st anniversary, then 25% after each of next 3 anniversaries |
| Stock Options (2024 grant) | — | — | — | — | No options granted to NEOs in 2024 |
Option program design: 10-year term; non-qualified options since July 2006; 2022 Employee Plan has 186,375 shares available at 12/31/2024 .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Paul G. Driscoll | 173,523 | 4.5% | Includes 123,125 shares issuable upon option exercise within 60 days |
- Shares outstanding at record date: 3,754,498 (context for ownership %) .
- Hedging/Pledging: ACU has not adopted practices or procedures restricting hedging transactions by employees or directors; Insider Trading Policy governs trading windows and MNPI procedures (Exhibit 19 to 2024 10-K) .
Outstanding Options (as of 12/31/2024)
| Option Exercise Price ($) | Exercisable (#) | Unexercisable (#) | Expiration |
|---|---|---|---|
| 21.49 | 15,000 | — | 8/3/2026 |
| 24.92 | 15,000 | — | 10/16/2027 |
| 22.66 | 20,000 | — | 8/8/2028 |
| 19.48 | 15,000 | — | 8/7/2029 |
| 24.06 | 2,500 | — | 1/21/2030 |
| 23.05 | 20,000 | — | 8/12/2030 |
| 32.64 | 7,500 | 2,500 | 1/26/2031 |
| 39.56 | 15,000 | 5,000 | 8/11/2031 |
| 29.35 | 7,500 | 7,500 | 8/3/2032 |
| 30.47 | 3,125 | 9,375 | 8/2/2033 |
Implementation mechanics and potential liquidity:
- ACU permits net share and net cash settlement of options, subject to company approval (observed net cash settlements and exercises in 2025) .
- Vesting follows 25%/year cadence; options are non-transferable and exercisable only by the optionee .
Employment Terms
Change-in-Control (CIC) Plan
| Feature | Provision |
|---|---|
| Coverage | Officers at Corporate Vice President level or above (participants include Johnsen, Olschan, Driscoll) |
| Trigger | CIC followed by voluntary or involuntary separation within one year for any reason |
| Benefits | Lump-sum: monthly salary at CIC rate × months; average monthly incentive bonus (prior 3 years) × months; continuation of medical/life/other insurance for benefit period |
| Multiple | Driscoll (VP-level): 24 months of compensation and benefits |
| 280G Cap | Payments reduced as necessary so total potential “parachute payments” do not exceed 2.99× “base amount”; no tax gross-up |
| Timing | Payment within 30 days of separation; 6-month delay for “key employees” |
Severance Pay Plan (Non-CIC)
| Feature | Provision |
|---|---|
| Coverage | Officers at Corporate Vice President level or above (Driscoll covered) |
| Triggers | Involuntary termination (other than gross misconduct), death, reduction of responsibility/status/compensation, or unreasonable relocation |
| Benefits | Lump-sum = 1 month’s salary × years of service; VP-level minimum 6 months, maximum 18 months; death benefit 6 months |
| Coordination | Applies only if CIC Plan does not apply |
Clawbacks, Non-Compete/Non-Solicit, Garden Leave
- Not disclosed in the proxy or 10-K exhibits reviewed .
Deferred Compensation
| Parameter | Provision |
|---|---|
| Eligibility & Election | Executives/key managers in the Cash Bonus Plan; irrevocable election by Dec 31 for following year |
| Company Match | 20% match up to $10,000 |
| Interest | Prime rate +1%, compounded quarterly |
| Vesting/Payout | Amounts non-forfeitable; paid upon separation from service |
| Administration | CEO, COO, CFO |
Performance & Track Record
Financial Performance (Company-Level)
| Metric | 2023 | 2024 |
|---|---|---|
| Net Sales ($) | $191,500,947 | $194,489,991 |
| Net Income ($) | $17,793,160 | $10,022,351 |
Pay Versus Performance Disclosures (Company-Level)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Initial Investment (TSR) | $67 | $131 | $116 |
| Net Income ($000s) | $3,037 | $8,148 (excludes $9.6M net gain on Camillus/Cuda disposition) | $10,022 |
Context for compensation alignment and strategic milestones:
- ACU highlights 10-year average annual sales growth of 7%, stronger liquidity (approx. $47M availability under $65M credit facility at 12/31/2024), and dividend increases over time as pay context .
- 2024 operational milestones include acquisition/integration of Elite First Aid and cost/productivity initiatives; 61% of sales now in first aid/medical products .
Compensation Committee Analysis
- Composition: Independent directors Richmond Y. Holden, Jr. (Chair), Rex L. Davidson, and Dr. Susan H. Murphy; three meetings in 2024; charter available on company website .
- Program design: Mix of base salary, performance-based cash bonus, stock options, and benefits; notably, NEO option grants paused in 2024 .
- Say-on-Pay: Advisory vote proposed again in 2025; frequency advisory vote recommended annually by the Board (no vote results disclosed in the 2025 proxy) .
Related Party Transactions
- The Audit Committee’s policy requires review/approval of related person transactions; none since January 1, 2023 .
Equity Ownership Policies and Trading
- Insider Trading Policy (Exhibit 19) governs trading windows and MNPI; proxy states the company has not adopted practices or procedures regarding employees’/directors’ ability to hedge declines in company stock value .
Investment Implications
- Pay mix has shifted more toward cash in 2024 (no NEO option grants), while Driscoll maintains substantial option exposure with scheduled vesting and expirations through 2033, reinforcing long-term alignment but lowering incremental equity issuance pressure near term .
- CIC protections are robust for retention (24 months for Driscoll) but capped under 280G (no tax gross-up), moderating payout risk in change-of-control scenarios .
- Beneficial ownership of 4.5% and 123,125 options exercisable within 60 days indicate meaningful skin-in-the-game; however, absence of hedging restrictions could be viewed as a governance red flag for alignment purity .
- Transaction-based bonuses in 2023–2024 link pay to value realization (Camillus/Cuda sale), while the plan-based bonus requires budgeted net income delivery; this mix adds event-driven variability on top of performance-contingent cash and long-dated options .
- Company fundamentals: net sales growth and positive net income in 2024 underpin pay-for-performance context; liquidity and credit facility availability support strategic execution capacity .