Scott Andrews
About Scott Andrews
Scott Andrews, age 67, joined Applied Energetics’ board in June 2025 as an independent director. He is Chair of the Board of Trustees of the Virginia Retirement System (VRS) since 2022, Chairman & CEO of Northern Contours since 2019 (director since 2006), co‑founder/partner at Harvest Equity Investments, and former President & CEO of Grantham University (2017–2018). He holds a BA in Economics, cum laude, from the University of Virginia, and is a Fellows Program graduate of the Halftime Institute .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Contours, Inc. | Chairman & CEO | Since 2019 | Operational leadership in manufacturing; advanced engineering components |
| Northern Contours, Inc. | Director | Since 2006 | Board oversight |
| Grantham University / Grantham Education Corp. | President & CEO; Director | 2017–2018 | Chair, Audit Committee; member, Special Committee on Strategic Alternatives (Grantham Education Corp.) |
| Harvest Equity Investments, LLC | Co‑Founder & Partner | Not disclosed | Private investment leadership |
| World Air Holdings, Inc. (NASDAQ: WLDA) | Director | Not disclosed | Chair, Audit Committee; Chair, Special Committee on Strategic Alternatives |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Virginia Retirement System (VRS) | Chair – Board of Trustees | Since 2022 | 14th largest US public or private pension fund |
| Journey Health | Director | Since 2024 | Board service |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board believes Andrews qualifies as an Independent Director under OTCQB Standards . |
| Committees | No standing board committees as of the 2025 proxy; entire board fulfilling committee functions; board evaluating future committee structure . |
| Board Class/Term | Class II; nominated for a two‑year term (first stockholder vote in 2025) . |
| Appointment Date | Appointed to the board in June 2025 . |
| Board Meetings (FY2024) | 13 formal meetings; all then‑directors attended all formal meetings except one meeting missed by Dr. Quarles; all then‑directors attended the 2024 Annual Meeting. Andrews joined in 2025 (not part of 2024 attendance) . |
| Shareholder Support (2025 election) | Elected with 67,135,069 votes For; 1,766,807 Withhold; 70,492,976 broker non‑votes . |
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Meeting Fees ($) | Notes |
|---|---|---|---|---|
| 2024/2025 (Andrews) | Not disclosed for Andrews | Not disclosed | Not disclosed | Proxy disclosed cash changes for other directors (Adamczyk to $275,000; Schultz to $90,000 effective May 29, 2025) but did not specify Andrews’ cash fees . |
Performance Compensation
| Award Type | Grant Event | Shares/Options (#) | Exercise Price | Vesting | Expiration | Plan |
|---|---|---|---|---|---|---|
| Stock Options | Upon board appointment (June 2025) | 250,000 | $1.70 per share (FMV at grant) | 125,000 on 1st anniversary of service; 125,000 on 2nd anniversary | 10 years | 2018 Incentive Stock Plan |
- No director RSUs/PSUs for Andrews disclosed; option vesting is time‑based, not performance‑metric based .
Other Directorships & Interlocks
| Company | Public/Private | Role | Tenure | Committee Roles |
|---|---|---|---|---|
| World Air Holdings, Inc. (NASDAQ: WLDA) | Public (historical) | Director | Not disclosed | Audit Committee Chair; Special Committee Chair |
| Grantham Education Corp. | Private | Director | Not disclosed | Audit Committee Chair; Special Committee member |
| Journey Health | Private | Director | Since 2024 | Not disclosed |
| Virginia Retirement System (VRS) | Public pension | Chair, Board of Trustees | Since 2022 | Not applicable |
- Related‑party/Interlock note: The 2025 proxy discloses no related‑party transactions involving Andrews; the only related‑party items referenced involve other executives (e.g., SWM Consulting/AOS and a donation to SVDG) .
Expertise & Qualifications
- Multi‑industry leadership (manufacturing, transportation, financial services, entrepreneurship, higher education) .
- Prior Audit Committee chair roles at two companies; special committee leadership on strategic alternatives .
- Education: BA in Economics, cum laude, University of Virginia; Halftime Institute Fellows Program .
- Board believes he is independent and brings private investor experience to AERG .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (common shares) | 1,298,775 shares (as of record date July 28, 2025) . |
| Ownership as % of outstanding | Less than 1% . |
| Options (unvested, excluded from beneficial ownership calc) | 250,000 options (time‑based vesting) . |
| Pledging/Hedging | No specific pledging/hedging policy disclosure in proxy; Code of Ethics covers insider trading and conflicts . |
| Ownership guidelines | Not disclosed . |
Say‑on‑Pay & Shareholder Feedback
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non‑Vote |
|---|---|---|---|---|
| Elect Scott Andrews (Class II, 2 years) | 67,135,069 | 1,766,807 | — | 70,492,976 |
| Say‑on‑Pay (advisory) | 60,609,343 | 6,852,664 | 1,439,869 | 70,492,976 |
| Say‑on‑Frequency | Three Years: 55,109,156; Two Years: 1,169,643; One Year: 12,320,838; Abstain: 302,239; Broker Non‑Vote: 70,492,976 | |||
| 2025 Equity Incentive Plan | 58,537,750 | 9,362,858 | 1,001,268 | 70,492,976 |
- Strong shareholder support for Andrews’ election and compensation proposals signals investor confidence in the refreshed board and incentive framework .
Related‑Party Transactions (Conflicts Check)
| Item | Disclosure |
|---|---|
| Item 404 transactions involving Andrews | None disclosed . |
| Company‑disclosed related‑party items (context) | Historical AOS asset purchase involving Dr. McCahon; $25,000 2025 donation to SVDG where CEO serves as Executive Chairman; board review/approval policy in place . |
Insider Trading/Section 16 Compliance
| Item | Disclosure |
|---|---|
| Late Section 16 filings (FY2024) | Late Form 4s noted for Donaghey (two) and Quarles (one); no others noted (none indicated for Andrews) . |
Governance Assessment
- Independence and alignment: Andrews is classified as independent under OTCQB standards and holds a meaningful personal stake (1.30M shares), supplemented by a time‑vested option grant upon appointment—aligning director incentives with long‑term shareholder value .
- Committee readiness: AERG operates without standing committees today; Andrews’ prior Audit Committee chair experience at two companies is relevant as the board evaluates forming Audit/Compensation/Nominating committees—an important next step for governance maturity and oversight depth .
- Engagement and support: 2025 shareholder votes show strong support for Andrews’ election and the equity plan; Say‑on‑Pay also passed comfortably, indicating current investor acceptance of the compensation framework as AERG scales .
- Red flags: None disclosed specific to Andrews (no related‑party transactions; no Section 16 delinquencies cited). Structural oversight risk persists until committee formation; investors should monitor creation and composition of Audit and Compensation committees and any updates via future 8‑Ks/proxies .