Michael German
About Michael I. German
Michael I. German is an independent director of Ampco-Pittsburgh Corporation (AP) serving since 2014; he is 74 years old and sits in the Class of 2027 directors . He is Chief Executive Officer and President of Corning Energy Corporation (formerly Corning Natural Gas Holding Corporation and Corning Natural Gas Corporation) and has extensive utility industry leadership experience . He holds a BA in History from Trinity College, an MBA from Columbia University, and a JD from Boston University School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Gas Association | Senior Vice President (final role) | 1978–1994 | Industry policy and utility advocacy |
| U.S. Energy Research and Development Administration | Staff | 1976–1978 | Federal energy R&D exposure |
| Energy East Corporation | Several senior positions incl. President of multiple utilities | 1994–2005 | Multi-utility operating leadership |
| Southern Union Company | Senior Vice President, Utility Operations (MO, PA, RI, MA) | Pre-2006 (prior to joining Corning) | Multi-state utility operations oversight |
| Pennichuck Corporation | Director | 2008–2011 | Public water utility board service |
External Roles
| Organization | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| Corning Natural Gas Holding Corporation (OTC: CNIG) | Director | Public | Since 2014 |
| Corning Energy Corporation | CEO & President | Private | Since Dec 2006 |
| Leatherstocking Gas Co., LLC | Director | Private/JV | Current |
| Leatherstocking Pipeline Co., LLC | Director | Private/JV | Current |
| Pike County Light & Power Company | President; Director | Private | Current |
| Three River Development Corporation | Director | Private/Non-profit | Current |
| Northeast Gas Association | Director | Industry Association | Current |
| Adirondack Park Institute | Trustee | Non-profit | Current |
Board Governance
- Independence: The Board determined Mr. German is independent under NYSE and AP’s standards .
- Committee assignments: Audit Committee member; Finance & Investment Committee Chair . In 2024, Audit met 5 times; Finance & Investment met 7 times .
- Attendance: All directors attended at least 90% of applicable Board and Committee meetings in 2024; average Board attendance was 91% . All directors then in office attended the 2024 Annual Meeting .
- Executive sessions: Non-management directors meet in regular executive sessions .
- Leadership: Separate non-executive Board Chair (James J. Abel) and CEO roles .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $47,469 | Includes retainer and committee fees actually paid in 2024 |
| Director Cash Retainer (Policy) | $50,000 | Paid quarterly; directors could elect equity in lieu (none did in 2024) |
| Committee Member Fees (Policy) | Audit $7,500; Compensation $5,000; Nominating & Governance $3,750; Finance & Investment $3,750 | Paid annually in lieu of meeting fees |
| Committee Chair Fees (Policy) | Audit $15,000; Compensation $10,000; Nominating & Governance $7,500; Finance & Investment $7,500 | Additional to member fees |
Performance Compensation
| Component | 2024 Amount (USD) | Vesting/Terms |
|---|---|---|
| Stock Awards (ASC 718 fair value) | $70,004 | Annual restricted stock award; vests on one-year anniversary of grant |
- AP states it determined the 2024 director equity grant using a fixed per-share price of $5.50 rather than the $1.61 closing price on grant date, “resulting in our non-employee directors receiving an annual stock award worth $20,492 as of the grant date” and ~71% fewer shares; the shares vest after one year . However, the 2024 Director Compensation table reports stock awards of $70,004 per director (ASC 718), a discrepancy investors should monitor for clarity in valuation methodology .
- AP prohibits option repricing and pays no Section 280G tax gross-ups; maintains a clawback policy aligned with SEC Rule 10D-1 .
Other Directorships & Interlocks
| Company | Relationship to AP | Potential Interlock/Conflict |
|---|---|---|
| Corning Natural Gas Holding Corp. (OTC: CNIG) | Unrelated sector (utilities) | No AP-related transaction disclosed; no related-party transactions >$120,000 since Jan 1, 2023 |
| Utility/industry boards listed above | Unrelated to AP’s engineered products segments | No AP-related transactions disclosed |
Expertise & Qualifications
- Utility operations and leadership across gas and electric utilities; multi-state operational oversight .
- Financial literacy: all Audit Committee members are financially literate per Board determination .
- Education: BA (Trinity College), MBA (Columbia), JD (Boston University Law) .
Equity Ownership
| Measure | Detail |
|---|---|
| Beneficial Ownership (incl. direct, joint, RS, warrants) | 229,056 shares; 1.14% of outstanding |
| Breakdown | 156,214 direct; 10,000 joint with spouse; 12,728 restricted stock vesting within 60 days; 50,114 warrants |
| Non-employee Director Holdings (value as of Mar 13, 2025) | 178,942 shares; $388,304; exceeds guideline requirement (flagged “X”) |
| Stock Ownership Guidelines | Non-employee Directors: 3× cash retainer ($150,000 for 2024); restrictions on selling >50% of granted shares until compliant |
| Hedging/Pledging | Prohibited by Insider Trading Policy; margin accounts prohibited |
Governance Assessment
- Positives: Independent director with deep operating expertise; Chair of Finance & Investment Committee and member of Audit Committee; strong attendance; equity holdings exceed director ownership guideline, aligning incentives; policies prohibit hedging/pledging and option repricing; clawback policy in place; no related-party transactions disclosed since Jan 1, 2023 .
- Watch items:
- Equity award valuation disclosure inconsistency: narrative cites $20,492 grant-date value due to fixed $5.50 share-price method, while the compensation table reports $70,004 stock awards per director. AP should reconcile the accounting and presentation to avoid confusion for investors (potential transparency red flag) .
- Warrant holdings form part of beneficial ownership; while not inherently problematic, warrants can influence reported ownership optics—investors should monitor exercise/expiration and any changes in insider holdings .
- Overall signal: German’s independence, committee leadership, and ownership compliance support board effectiveness and alignment; absence of related-party exposure reduces conflict risk, and governance policies (clawback, no repricing, no gross-ups) are investor-friendly .