David Anderson
Vice President, Chief Financial Officer, Treasurer and Assistant Secretary (effective January 1, 2026) at AMPCO PITTSBURGH
Executive
About David Anderson
David G. Anderson is President of Air & Liquid Systems Corporation (ALP), a wholly owned subsidiary of Ampco-Pittsburgh, and has been elected Vice President, Chief Financial Officer, Treasurer and Assistant Secretary of Ampco-Pittsburgh effective January 1, 2026; he will retain his ALP role during the transition. He joined Ampco-Pittsburgh in 2010, previously serving as Vice President of Finance for both operating segments, and brings 35+ years of finance and operations leadership. In Q3 2025 under his leadership, ALP revenue grew 26% year over year with Segment-Adjusted EBITDA of $4.4 million (up 31% year over year), and year-to-date Segment-Adjusted EBITDA reached a record $12.1 million, driven by strength in nuclear heat exchangers, U.S. Navy demand, and favorable product mix. Company context: Ampco’s Q3 2025 Adjusted EBITDA rose 35% year over year to $9.2 million and net sales grew 12%; Pay-Versus-Performance TSR shows a $100 investment valued at $41.80 in 2024 (vs. $54.60 in 2023 and $50.20 in 2022). Education and age were not disclosed in filings reviewed.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Air & Liquid Systems Corporation (Ampco-Pittsburgh subsidiary) | President | 2010–present (President by 2025) | Q3 2025 ALP revenue +26% YoY; Q3 Segment-Adjusted EBITDA $4.4m vs. $3.4m; YTD Segment-Adjusted EBITDA $12.1m (record), supported by nuclear heat exchangers, U.S. Navy demand, and capacity additions |
| Ampco-Pittsburgh – Operating Segments | Vice President of Finance (both segments) | Prior to current role (dates not disclosed) | Built cross-segment finance expertise; experience cited as rationale for CFO elevation |
| Ampco-Pittsburgh (Corporate) | CFO-designate (elected Nov 5, 2025), effective Jan 1, 2026 | 2026– | Will serve as VP, CFO, Treasurer and Assistant Secretary; compensation terms to be disclosed when finalized |
External Roles
- No external public company directorships or outside roles disclosed in reviewed documents.
Fixed Compensation
- Specific salary/bonus details for Anderson have not yet been disclosed; the company stated material terms related to his CFO transition will be disclosed when finalized.
- For context on company program design (not Anderson-specific), 2024 base salaries for named executive officers (NEOs) were reviewed and set in March 2024 considering market data and individual performance.
Performance Compensation
Short-Term Incentive (STI) Design (2024 company program; metrics/weights)
| Component | Weight | Threshold | Target | Maximum | Payout Range |
|---|---|---|---|---|---|
| FCEP Segment Operating Income (CEO/CFO formula) | 30% | $2.0m | $6.7m | $10.0m | 0%–200% of target |
| ALP Segment Operating Income (CEO/CFO formula) | 20% | $9.3m | $14.2m | $17.0m | 0%–200% of target |
| Corporate Operating Income | 20% | $0 | $7.4m | $11.0m | 0%–200% of target |
| Corporate Free Cash Flow | 30% | $(12.3)m | $1.6m | $7.9m | 0%–200% of target |
- Notes: Straight-line interpolation between points; individual performance modifier ±30% (cap 200% total). The Compensation Committee may adjust for unusual/non-recurring items (asbestos-related items, FX, unbudgeted professional fees, etc.).
Long-Term Incentive (LTI) Design (company program)
| Award Type | Weight | Performance/Condition | Measurement Period | Payout Range | Vesting |
|---|---|---|---|---|---|
| RSUs | 33% | Service-based | N/A | N/A | 3 equal annual installments starting year 1 |
| PSUs – ROIC | 34% | 3-yr average ROIC vs. preset goals | 3 years | 0%/50%/100%/200% (threshold/target/max) | Cliff vest after performance period |
| PSUs – rTSR | 33% | Relative TSR vs. peer group (25th/50th/75th percentiles) | 3 years | 0%/50%/100%/200% | Cliff vest after performance period |
| Price-Based PSUs (one-time 2023 element) | N/A | Average closing price $10 over any 10-day period (May 15, 2023–May 15, 2027) | Up to 4 years | Fixed share delivery if achieved (CEO 100k shares; other NEOs 50k) | Settle on/after 1-year anniversary of grant if performance met |
- Share-calculation anti-dilution: 2024 equity awards used a fixed $5.50/share for sizing instead of the $1.61 grant date price, materially reducing shares granted to limit dilution while preserving incentive value.
- 2022–2024 PSU results: rTSR and ROIC tranches from 2022 grants paid 0% (below threshold).
Equity Ownership & Alignment
- Policies: Prohibit hedging and pledging; clawback policy compliant with SEC Rule 10D-1 (mandatory recoupment on restatement; discretionary recoupment of time-based equity in certain cases); no 280G tax gross-ups; robust stock ownership guidelines.
- Stock ownership guidelines for executive officers: CEO 3x base salary; other executive officers 1x base salary; restrictions on selling more than 50% of company-granted shares until guideline levels are met (reviewed annually).
- Ownership disclosure: Anderson was not listed among “Directors and Executive Officers” in the March 13, 2025 ownership table, consistent with his then role as subsidiary president rather than executive officer of the registrant. A 2023 proxy noted he had a late Form 3 filing under Section 16(a). No pledging disclosures identified.
Employment Terms
- CFO appointment: Elected to serve as VP, Chief Financial Officer, Treasurer and Assistant Secretary effective January 1, 2026, while retaining his ALP President role; compensation terms for this transition to be disclosed when finalized.
- Change-in-control (CIC) framework (company program; NEOs): Upon CIC and qualifying termination (double-trigger), cash severance equals 3x prior-year salary+bonus; benefits continuation for 2 years (3 years for CEO); accelerated vesting of unvested RSUs; no excise tax gross-up; cutback if beneficial. SERP benefits are frozen and not available to current NEOs. These terms were disclosed for the 2024 NEO cohort; Anderson’s specific agreement has not been disclosed.
- Clawbacks and insider trading: Mandatory recovery of erroneously awarded incentive compensation following restatements; prohibition on hedging/pledging; pre-clearance required by Insider Trading Policy.
Performance & Track Record
| Metric/Commentary | Q3 2025 | Prior/Context |
|---|---|---|
| ALP segment revenue growth YoY | +26% | NA |
| ALP Segment-Adjusted EBITDA | $4.4m | $3.4m prior-year Q3 |
| ALP YTD Segment-Adjusted EBITDA | $12.1m | +$3.1m YoY; highest in ALP history |
| Company net sales | $108.0m | $96.2m prior-year Q3 |
| Company Adjusted EBITDA | $9.2m | +35% YoY; +$2.4m increase |
| TSR (value of $100 investment) | $41.80 (2024) | $54.60 (2023); $50.20 (2022) |
- Execution notes: ALP capital additions increased pump capacity; strong demand in nuclear heat exchangers and Navy programs; copper tariff impacts mitigated through supply chain adjustments and customer pass-throughs.
Compensation Committee, Peer Group, Say-on-Pay
- Compensation governance: Independent consultant (Pay Governance) advises the Compensation Committee; tally sheets reviewed; risk controls include caps on STI and PSUs; multi-year vesting and performance conditions.
- Compensation peer group (2024): Ascent Industries, Core Molding Technologies, DMC Global, Douglas Dynamics, FreightCar America, Gorman-Rupp, Haynes International, Hurco, Insteel, L.B. Foster, Manitex International, NN Inc., Northwest Pipe, Thermon Group, Tredegar, Twin Disc, Universal Stainless & Alloy Products.
- Say-on-Pay: Company states it has received favorable Say-on-Pay votes annually since inception.
Risk Indicators & Red Flags
- Positive: No option repricing without shareholder approval; no 280G gross-ups; robust clawback; hedging/pledging prohibited; stock ownership guidelines.
- Watch items: 2023 proxy noted a late Section 16 Form 3 for Mr. Anderson (filing timeliness).
- Program result risk: 2022 PSUs (ROIC and rTSR) paid 0%—heightens future focus on meeting multi-year targets; 2023 price-based PSUs could concentrate vesting if share-price hurdle is achieved (program-level, not Anderson-specific).
Investment Implications
- Alignment and incentives: Anderson’s elevation to CFO alongside a strong 2025 ALP performance track record suggests continuity of operational discipline and end-market exposure (nuclear, defense, pharma HVAC). Company-wide comp design ties a large portion of pay to ROIC, rTSR, operating income and free cash flow, with strict clawbacks and ownership rules—favorable for pay-performance alignment.
- Selling pressure/vesting cadence: Company-wide RSU schedules (annual tranches) and potential PSU settlements can create episodic supply, but anti-dilution practices (fixed $5.50/share grant sizing) have reduced share issuance in low-price environments. There is no disclosure of Anderson’s individual equity holdings to quantify potential supply.
- Retention and change-of-control: NEO CIC constructs (3x cash, equity vesting, benefits continuation; no gross-ups) support retention through transition/strategic change while balancing shareholder interests. Anderson’s individual CIC terms have not yet been disclosed.