Peter Getsinger
About Peter W. Getsinger
Independent director of Argan, Inc. (AGX) since 2014; age 73. Brings deep financial and banking expertise, international markets experience (Latin America), and power-industry knowledge from prior board service at a Peruvian electricity distributor. Retired in 2018 as Founder, Managing Partner, and CIO of Nexstar Capital Partners; previously led Latin America investment banking at Deutsche Bank and Bankers Trust and held senior fixed income roles at Lehman Brothers .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nexstar Capital Partners LLC | Founder, Managing Partner & CIO | 2004–2018 | Led emerging markets investing, focus on Latin America |
| Electro Dunas S.A. (Peru) | Director; Chairman | Director 2005–2016; Chairman 2012–2014 | Adds power-industry governance and operating insight |
| Deutsche Bank | Head of Global Investment Banking – Latin America | Not disclosed | Strategic and capital markets leadership |
| Bankers Trust Company | Head of Global Investment Banking – Latin America; ran Global Project Finance | Not disclosed | Large-scale project finance expertise |
| Lehman Brothers | SVP; Head of Fixed Income Sales (UK, Europe, Middle East) | Not disclosed | Markets and distribution leadership |
| GPU Argentina Holdings, Inc. | Director and Owner | Not disclosed | Regional utility exposure |
External Roles
No current public company directorships disclosed beyond AGX. Prior board roles include Electro Dunas S.A. (Peru) and GPU Argentina Holdings, Inc. .
Board Governance
- Independence: Board deems Getsinger independent under NYSE rules .
- Committees (current): Audit Committee member; Audit met 5 times in FY2025 with 100% average attendance .
- Committees (prior year): Audit and Responsible Business Committees in FY2024; Audit met 6 times (100% avg attendance); Responsible Business met 3 times (100% avg attendance) .
- Responsible Business Committee change: Prior to May 2025, Getsinger was a member; membership refreshed thereafter .
- Board attendance: Board met 4 times in FY2025; all current members attended or participated except one director (not Getsinger) who missed two meetings .
- Board leadership: Seven of nine directors independent; independent oversight via Audit, Compensation, and Nominating/Corporate Governance committees .
Fixed Compensation
Director cash fees rose through adjustments to retainers and committee fees; Getsinger’s cash fees align to retainer + Audit Committee membership.
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Director Fees ($) | 40,000 | 46,000 (retainer $40k + $6k Audit fee) |
| Policy – Base Annual Retainer | Increased to $40,000 effective Feb 1, 2024 | Increased to $50,000 effective Feb 1, 2025 |
| Audit Committee Member Fee | Increased to $6,000 (from $5,000) in FY2024 | $6,000; Audit Chair $10,000 |
Performance Compensation
AGX grants directors equity (RSUs and occasional options); no performance metrics disclosed for director equity awards (executive metrics are separate).
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Stock Option Awards ($) | 13,727 | – |
| Restricted Stock Unit Awards ($) | 109,250 | 55,977 |
| Total Compensation ($) | 162,977 | 101,977 |
- Mix shift and alignment: AGX has progressively shifted from options toward RSUs, consistent with shareholder feedback to reduce option-related risks and increase stock ownership alignment (program changes and rationale detailed in proxy) .
Other Directorships & Interlocks
- Current public boards: None disclosed .
- Prior boards: Electro Dunas S.A. (Peru) director/chair; GPU Argentina Holdings, Inc. director/owner .
- Potential interlocks/conflicts: None disclosed with AGX customers/suppliers; Audit Committee reviews related-party transactions .
Expertise & Qualifications
- Financial/banking: Senior roles at Deutsche Bank, Bankers Trust, Lehman Brothers; deep capital markets and project finance competence .
- Industry: Electricity distribution board leadership (Electro Dunas) enhances power sector insight .
- International: Extensive Latin America and broader international experience supports AGX’s strategic and overseas interests .
Equity Ownership
- Total beneficial ownership: 64,426 shares; less than 1% of outstanding .
- Includes fully vested options to purchase 51,834 shares .
- Prior year beneficial ownership: 74,400 shares; includes fully vested options to purchase 62,000 shares; less than 1% .
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Beneficially Owned Shares | 74,400 | 64,426 |
| Ownership % | <1% | <1% |
| Vested Options Included | 62,000 | 51,834 |
Ownership alignment policies:
- Director ownership guidelines: FY2024 required minimum 10,000 shares; revised in FY2025 to 8× base annual fee (currently $50,000), i.e., $400,000 of stock; most directors meet or are progressing toward the requirement .
- No pledging; anti-hedging policy prohibits speculative trading, derivatives, short sales in AGX stock for directors and employees .
- Clawback: Revised in Oct 2023 for incentive-based compensation on restatements, per NYSE/SEC rules .
Governance Assessment
- Board effectiveness: Getsinger’s consistent Audit Committee service, independence, and 100% committee attendance underpin strong oversight of financial reporting, controls, and risk, with committee charters aligned to NYSE standards .
- Alignment and pay: Director compensation mix favors RSUs over options and modest cash retainers/fees; changes implemented after shareholder outreach show responsiveness and alignment with long-term value .
- Independence/conflicts: No related-party transactions involving Getsinger disclosed; Section 16 reporting generally timely for directors per company representations (exceptions noted did not involve Getsinger) .
- Shareholder signals: Say‑on‑pay support improved from 74% (2024) to 94% (2025), indicating stronger investor confidence in compensation governance and outreach initiatives .
RED FLAGS: None disclosed for Getsinger regarding attendance, pledging/hedging, or related-party transactions; committee changes reflect board refresh rather than governance concerns .