Steven Henderson
Aqua MetalsAbout Steven Henderson
Steven Henderson, age 64, joined Aqua Metals’ Board in February 2025 as an independent director. He brings four decades of leadership experience across automotive, specialty chemicals, and manufacturing, including EVP at Leggett & Platt (2020–Apr 2024; oversight of >$2.5B revenue), President of Leggett & Platt’s Automotive Group (2017–2019), and President of Dow Chemical’s automotive business (2009–2017) where he initiated battery materials work with Tesla, GM, Ford, LG, and Magna. He holds an MBA from Notre Dame (Mendoza) and a BS in Business Administration from Central Michigan University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Leggett & Platt | Executive Vice President; earlier President, Automotive Group | EVP: Jan 2020–Apr 2024; Auto President: Sep 2017–Dec 2019 | Oversaw businesses generating >$2.5B revenue; drove growth initiatives |
| Dow Chemical | President, Automotive Business Unit | Sep 2009–Sep 2017 | Led profitable growth in adhesives/sealants/plastics/foams; initiated battery materials effort (Tesla, GM, Ford, LG, Magna) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| L&L Products (private) | Board Member; Chair, Human Capital Committee | Since Sep 2023 | Human capital oversight at privately held engineered products company |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- Independence: Board determined Henderson (and other non-employee directors) to be independent under SEC/Nasdaq rules .
- Meeting cadence and attendance: In FY2024, the Board met 7 times; Audit Committee met 4; Compensation Committee met 4; Nominating & Corporate Governance met 5; all Board members attended at least 75% of aggregate Board/committee meetings (note Henderson joined in 2025) .
- Leadership structure: Chair and CEO roles separated; Vincent L. DiVito serves as non-executive Chairman and lead independent director .
- Director resignation policy following majority-withhold votes disclosed, with decisions reported via 8-K .
- 2025 election support: Henderson received 2,056,686 “for” vs. 243,361 “withheld”; 2,684,708 broker non-votes .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director retainer (non-Chair) | $90,000 | Payable in cash or AQMS shares at director’s election; shares based on quarter-end closing price |
| Chairman of Board retainer | $150,000 | Applies to Board Chair (not Henderson) |
| Committee membership fee | $7,500 per committee | Except Audit Committee members receive $10,000 annually |
| Committee chair fee | $10,000 per chair | Audit Committee Chair receives $15,000 (Henderson chairs Compensation Committee) |
| Annual equity grant (independent directors) | $50,000 RSUs | Chairman: $75,000 RSUs; Audit Chair: $60,000 RSUs; others: $50,000 RSUs |
| Director stock ownership guideline | ≥3× annual base cash board fee retained | Non-employee directors should not sell below 3× base cash board fee market value |
Performance Compensation
| Item | Detail |
|---|---|
| RSU grant approved (subject to plan share increase) | Steven Henderson: $50,000 value; 54,347 RSUs approved in 2024–2025, contingent on shareholder approval of 2019 Plan increase |
| Vesting schedule | Not disclosed for director RSUs |
| Performance metrics tied to director pay | None disclosed; annual RSU amounts fixed by role (Chair/Audit Chair/Independent Director) rather than metric-based |
Note: Executive officer STIP/LTIP metrics are disclosed and use “SMART” objectives; these do not apply to non-employee director compensation .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| L&L Products | Private | Board Member; Human Capital Chair | No AQMS-disclosed related-party dealings with L&L; no public company interlock disclosed . |
Expertise & Qualifications
- Senior operating leadership across automotive and manufacturing with P&L oversight of multibillion-dollar businesses .
- Product commercialization and materials innovation; direct battery materials initiative experience and OEM ecosystem exposure .
- Finance and operations experience relevant to Audit/Compensation governance; meets Nasdaq financial literacy requirements for Audit Committee members .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Steven K. Henderson | 9,789 | <1% (based on 9,446,105 shares outstanding as of June 5, 2025) |
- Hedging/pledging: Company policy prohibits short sales, publicly traded options, hedging transactions, margin accounts, and pledged securities for directors/officers/employees .
- Ownership guidelines: Non-employee directors should retain shares valued at ≥3× base cash board fee; individual compliance status not disclosed .
Governance Assessment
-
Positive signals
- Independent director; serves as Compensation Committee Chair, aligning board oversight with extensive operating/people leadership background .
- Anti-hedging/pledging policy enhances alignment and reduces risk of conflicted trading or collateralized positions .
- Board structure separates Chair/CEO and designates lead independent director; committees meet regularly with disclosed charters .
- Shareholder support: Henderson elected with a solid majority of votes cast “for” at the 2025 annual meeting .
-
Watch items / potential red flags
- RSUs to directors and executives were approved in excess of available plan shares and conditioned on shareholder approval to increase the 2019 Plan share reserve (Henderson: 54,347 RSUs); while ultimately approved, pre-approval issuance structure warrants monitoring for equity plan discipline .
- December 2024 related-party financing: directors and current/former executives purchased $1.2M of 20% notes and received warrants, later repaid; while repaid and policy requires disinterested director approval, insider financing should be monitored for repeat occurrences and terms fairness (names of participating directors not individually enumerated) .
- Company risk context: reliance on a reverse split authorization tied to Nasdaq bid-price compliance underscores capital markets fragility; board execution on capital structure and investor communications remains critical .
-
Shareholder feedback
- 2025 say-on-pay: 1,629,971 for; 569,042 against; 101,034 abstaining; 2,684,708 broker non-votes—monitor future cycles for trend and any investor concerns about pay design .
Appendix: Committee Activity Snapshot (FY2024)
| Committee | Chair | Members | Meetings (FY2024) |
|---|---|---|---|
| Audit | Vincent L. DiVito | DiVito; Eric Gangloff; Steven Henderson | 4 |
| Compensation | Steven Henderson | Henderson; DiVito; Gangloff | 4; consultant: Pay Governance LLC |
| Nominating & Corporate Governance | Eric Gangloff | Gangloff; DiVito; Henderson | 5 |