Paul J. Conway
About Paul J. Conway
Paul J. Conway (age 65) is an independent director of Acme United (ACU), serving since 2024. He is a founder of Spark Capital Partners, with senior roles including COO (2022–mid-2024) and CFO (2005–2021), and previously CFO of Charles River Ventures (1988–2000) and audit manager at Touche Ross (now Deloitte) (1981–1986). He is a licensed Certified Public Accountant (CPA) for over 10 years—bringing finance, audit oversight, and administration expertise to ACU’s board. The Board classifies Conway as independent under NYSE American rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spark Capital Partners, LLC | Chief Operating Officer | 2022–mid-2024 | Oversaw finance, treasury, tax, HR, investor relations; AI/SaaS/microchip investment exposure |
| Spark Capital Partners, LLC | Chief Financial Officer | 2005–2021 | Financial reporting for internal/external investors; VC portfolio oversight |
| Various early-stage tech firms | Executive consultant (interim CFO/ops) | 2001–2005 | Interim finance and operations leadership |
| Charles River Ventures (CRV) | Chief Financial Officer | 1988–2000 | Firm-level finance leadership in tech venture capital |
| Touche Ross & Co. (Deloitte) | Audit manager | 1981–1986 | Audit oversight; licensed CPA >10 years |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Spark Capital Partners, LLC | Founder; Managing Member | Organized July 2005; various roles through mid-2024 | Early-stage technology venture capital; AI/SaaS/microchip focus |
No other public company directorships are disclosed for Conway; none noted by ACU .
Board Governance
- Committee assignments: Audit Committee member; all members independent and financially literate; Audit Chair is Ward (Ward retiring after the 2025 meeting). Audit Committee met 4x in 2024; charter conforms to SEC/NYSE American rules .
- Independence: Board determined Conway is independent; six of eight directors are independent; CEO serves as Chair; no Lead Independent Director—governance caution .
- Attendance: Board met 7x in 2024; each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Board size and structure: Fixed at eight directors (moving to seven post-2025 meeting); positions of CEO and Chair combined; no Lead Independent Director .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $67,935 | Director cash compensation for 2024 |
| Additional cash paid (2024) | — | No cash-in-lieu for Conway (applied to re-elected directors only) |
| Total cash (2024) | $67,935 | Sum of cash components |
Director cash compensation structure (standard schedule):
| Fee Type | Amount | Applicability |
|---|---|---|
| Annual fee | $47,790 | Paid quarterly |
| Board meeting fee | $2,735 per meeting | For each Board meeting attended |
| Committee meeting fee | $1,245 per meeting | For each committee meeting attended |
| Committee chair meeting fee | $2,370 per meeting | Additional for chairs (Conway is not a chair) |
| Audit Chair annual fee | $5,765 | Paid to Audit Committee Chair (Ward) |
Performance Compensation
| Award Type | Share/Strike | Fair Value | Vesting | Notes |
|---|---|---|---|---|
| Initial director stock option grant (2017 Non‑Salaried Director Plan) | 5,000 shares @ $38.26 | $85,800 | 25% day after grant; 25% at 1-, 2-, 3-year anniversaries | Conway received 5,000 options in 2024 under initial grant terms; the plan specifies staged vesting for initial grants . |
| Annual options (re-elected directors, 2024) | 2,500 shares @ $38.26 | Cash-in-lieu equal to FV of 2,500 options | Became exercisable in full one day after grant | Applies to re-elected directors; Conway did not receive cash-in-lieu; his initial grant follows staged vesting . |
The 2017 Director Plan expires Feb 23, 2027 (grants cannot be made after that date; outstanding options remain effective through their terms) .
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlocks/Conflict notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed; no interlocks identified . |
Expertise & Qualifications
- Finance and audit leadership (CFO roles at Spark Capital and CRV); licensed CPA (audit manager at Touche Ross/Deloitte) .
- Venture/technology domain exposure (AI, SaaS, microchip investments), bringing relevant risk, capital allocation and data-driven perspectives to ACU’s Audit oversight .
- Board determined Audit Committee members, including Conway, are financially literate; independence affirmed .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 1,250 | Includes shares issuable upon exercise of options exercisable within 60 days . |
| Percent of class | — | As reported; below threshold for display . |
| Options outstanding (non-employee director) | 5,000 | Aggregate outstanding as of Dec 31, 2024 . |
| Vested vs unvested (inferred from reporting window) | 1,250 vested; 3,750 unvested | Beneficial ownership table counts only exercisable within 60 days . |
| Shares pledged as collateral | Not disclosed | No pledging disclosure; Company has not adopted practices restricting hedging . |
Governance Assessment
-
Strengths
- Independent director, Audit Committee member, financially literate; adds deep CFO/audit rigor and tech/AI venture perspective to risk oversight .
- Attendance: all directors ≥75% of meetings; all attended 2024 annual meeting; Audit Committee met quarterly, indicating regular engagement in financial oversight .
- No related party transactions with directors/officers since Jan 1, 2023—reduced conflict risk .
-
Concerns / RED FLAGS
- Combined CEO/Chair with no Lead Independent Director reduces independent board leadership—potential governance risk for investor confidence .
- Company has not adopted practices/procedures restricting hedging transactions by directors/officers, which can weaken alignment with shareholders if hedging occurs; absence of explicit anti-hedging policy is a governance caution .
- Small personal ownership by Conway (1,250 shares beneficially owned) limits direct economic alignment; however, option holdings provide long-term alignment potential .
-
Compensation Mix and Signals
- Conway’s 2024 compensation is equity‑weighted: $85,800 option value vs $67,935 cash; no cash‑in‑lieu (used for re‑elected directors)—suggests focus on long‑term value creation and retention of new independent directors via equity .
- Equity plan terms use market‑priced options; initial grant vests over four years, encouraging sustained service and performance; annual re‑elected director grants (2024) were immediately exercisable with cash‑in‑lieu—tilting mix to cash for incumbents in 2024 .
-
Conflicts / Related Parties
- No related person transactions approved or reported; Audit Committee charter requires pre‑approval of any such transactions; none since Jan 1, 2023 .
-
Overall View
- Conway’s independence, audit literacy, and finance background support board effectiveness on financial reporting and risk oversight. Governance structure (no Lead Independent Director; CEO/Chair combined) and lack of anti‑hedging practices are notable risks to investor confidence; Conway’s role on Audit could mitigate some concerns through oversight rigor .