James Winford
About James Winford
Dr. James Winford, age 59, joined Astec’s Board in July 2023 and serves as an independent Class II director with a term continuing until the 2027 Annual Meeting. He is President of Prairie Contractors, LLC (Louisiana), and holds an MS in Civil Engineering and MBA from Tulane University and a Ph.D. in Civil Engineering (Materials and Pavements) from Auburn University; he has chaired the boards of the National Asphalt Pavement Association (NAPA) and the National Center for Asphalt Technology (NCAT) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Asphalt Pavement Association (NAPA) | Board member; past chair | Not disclosed | Industry leadership; asphalt standards and advocacy |
| National Center for Asphalt Technology (NCAT) | Board member; past chair | Not disclosed | Materials/pavements R&D governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Prairie Contractors, LLC | President | Current | Privately-held asphalt producer and highway contractor in Louisiana |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee (NCGC); not Chair. NCGC members: Howell (Chair), Gehl, Jain, Knoll, Winford; held 3 meetings in 2024; all members independent under Nasdaq rules .
- Class and term: Class II director; term continues to 2027 Annual Meeting .
- Independence: Board determined all current directors except the CEO (van der Merwe) are independent; all standing committee members are independent .
- Attendance: In 2024, each incumbent director attended at least 75% of Board (6 meetings) and committee meetings of their service; independent directors held executive sessions at least four times annually .
- Committee activity context: Audit Committee (9 meetings; Cook Chair) and Compensation Committee (4 meetings; Knoll Chair) in 2024 .
- Governance practices: Written charters; ability to engage independent advisers; updated Corporate Governance Guidelines in February 2024; stock ownership guidelines apply to directors; anti-hedging policy in Insider Trading Policy .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash/stock/deferred elective) | $75,000 | Paid quarterly; directors may elect cash, stock, or deferred stock |
| NCGC Member Supplemental Retainer (non-chair) | $7,500 | Applies to non-chair committee membership |
| 2024 Fees Earned (Cash) – Winford | $80,625 | Actual cash paid under plan (includes applicable supplemental retainers) |
Performance Compensation
| Award Type | Grant Value/Units | Grant Timing | Vesting/Deferral | Status at 12/31/2024 |
|---|---|---|---|---|
| Annual RSU Award | $125,000 | Day following Annual Meeting (2024 AGM was April 25, 2024; grant the next day) | Vests and converts to common stock on the day prior to the next Annual Meeting unless director elects deferral | Unvested RSUs: 2,976 |
| Deferred Stock Awards | $0 units disclosed for Winford | N/A | Directors may elect to defer RSU conversions; dividend equivalents credited to deferred accounts | None disclosed for Winford |
| Stock Options | None disclosed | N/A | N/A | No option awards disclosed in director compensation table |
Notes: The RSU program value was increased from $110,000 to $125,000 in May 2024 after review by the Compensation Committee’s independent consultant and reference to peer median, signaling alignment with market practice .
Other Directorships & Interlocks
| Organization | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| NAPA | Industry association | Board member; past chair | No compensation committee interlocks reported for 2024 |
| NCAT | Industry/academic board | Board member; past chair | No compensation committee interlocks reported for 2024 |
| Other public company boards | Public | None disclosed | None disclosed in biography |
- Compensation Committee interlocks: None in 2024; no insider participation issues reported .
Expertise & Qualifications
- 30+ years in the asphalt industry; leadership in NAPA and NCAT; Ph.D. in Civil Engineering with materials/pavements concentration; MSCE and MBA, Tulane .
- Board skills matrix indicates Winford contributes Finance, Accounting/Auditing, Industry Experience, Manufacturing/Operational Excellence, M&A, Strategy, and Technology exposure among Board attributes .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (as of Feb 27, 2025) | 4,559 shares (includes RSUs converting within 60 days) |
| RSUs Included in Beneficial Ownership | 2,976 RSUs (convert within 60 days of Feb 27, 2025) |
| Unvested RSUs (as of Dec 31, 2024) | 2,976 |
| Percent of Class | <1% (based on 22,803,976 shares outstanding) |
| Stock Ownership Guidelines | Required holding value ≥ 5× annual retainer; until met, retain 75% of net shares; directors appointed in 2022 or after (including Winford) in compliance via retention |
| Hedging/Pledging | Anti-hedging policy prohibits hedging transactions; no pledging disclosure noted in proxy |
Approximate ownership: 4,559 / 22,803,976 ≈ ~0.02% of shares outstanding (computed from disclosed figures) .
Governance Assessment
-
Positives:
- Independent director; member of NCGC, supporting board refreshment, evaluations, and governance oversight .
- Professional attendance threshold met (≥75%); Board and committees active in 2024 (Board 6 meetings; NCGC 3) .
- Compensation mix skews to equity (2024: $125,000 RSUs vs $80,625 cash), strengthening alignment; program updated to peer median with independent consultant input .
- Strong governance framework: executive sessions, charters, stock ownership guidelines, anti-hedging policy; directors may engage independent advisers .
-
Risks/Red Flags:
- Related-party transaction: Prairie Contractors (where Winford is President/owner) purchased ~$499,746 of goods in 2024 (<0.1% of net sales); reviewed/ratified by Audit Committee under policy. This is a potential conflict but quantitatively immaterial and mitigated by formal oversight .
- No disclosed pledging policy; anti-hedging addressed, but absence of explicit pledging prohibition may be viewed as a minor governance gap by some investors .
-
Shareholder sentiment signals:
- 2025 Say-on-Pay approved (Votes For 18,221,274; Against 455,607; Abstain 10,125; Broker Non-Votes 1,754,675) and equity plan approved (Votes For 18,265,069; Against 813,367; Abstain 8,568), indicating broad support for compensation structures .
Overall, Winford adds deep industry and technical expertise to Astec’s governance with solid independence and alignment mechanisms; the related-party customer relationship is small and formally controlled, but warrants continued monitoring to maintain investor confidence .