David Peterson
About David Peterson
David Peterson, age 54 as of June 20, 2024, is ASTI’s independent Chairman of the Board and Class C director; he has served on the Board since December 2020 and became Chairman in September 2022. He holds an MBA from USC Marshall and a B.A. from UC Santa Cruz, and has 25+ years of management experience including private equity and engineering consulting; since January 2024 he has been CEO of Clean H2, Inc. and previously served as Senior Project Manager at EPD Consultants (2015–2023) and President/Co‑Founder of Great Circle Industries (2010–2015). Peterson is independent under Nasdaq rules; his current Board term expires in 2027, and he has been nominated and recommended for continued service by the Nominating & Governance Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clean H2, Inc. | Chief Executive Officer | Jan 2024–present | CEO of hydrogen electrolyzer distributor (Centennial, CO) |
| EPD Consultants, Inc. | Senior Project Manager | 2015–2023 | Privately held engineering firm; project leadership |
| Great Circle Industries, Inc. | President & Co‑Founder | 2010–2015 | Water recycling company in Southern California |
| AIR‑serv, LLC | Board Member | Not disclosed | Managed acquisition process; expanded credit facility; oversaw 10 acquisitions; EBITDA grew from $10M to $20M; company sold for $151M to WindPoint Partners |
| American Water Investments, LLC | Board Member; Interim CFO & President | Not disclosed | Bottled water delivery and water softening services |
External Roles
- No current public company directorships disclosed beyond ASTI; prior board roles noted at private companies (AIR‑serv, American Water Investments). (Not explicitly enumerated as public boards)
Board Governance
- Board structure: classified board (Class A/B/C); Peterson is Class C director, term expires in 2027; independent Chairman (no Lead Independent Director appointed because the Chair is independent).
- Independence: Board determined Peterson is independent under Nasdaq Capital Market listing standards.
- Committee assignments (2025):
- Compensation Committee: Member; Chair—Forrest Reynolds; all members independent.
- Nominating & Governance Committee: Member; Chair—Gregory Thompson; all members independent.
- Audit Committee: Not a member; Chair—Louis Berezovsky; all members independent; Berezovsky is the audit committee financial expert.
- Board/committee activity and attendance: Board held 13 meetings in 2024; Audit 4, Compensation 1, Nominating & Governance 1; each director attended at least 75% of Board/committee meetings.
- Board diversity: Company does not currently have at least one diverse director and provides an explanation under Nasdaq Rule 5605(f); directors self‑identify as male and white.
Fixed Compensation
- Director cash compensation policy: non‑executive directors (including Peterson) receive $75,000 annual retainer (increased from $55,000 in May 2024); one‑time cash fees in 2024—$15,000 to Peterson; travel expenses reimbursed; no perquisites.
- Compensation committee may determine director compensation by reviewing peer group data; no outside compensation consultants currently used.
| Year | Fees Earned or Paid in Cash ($) | One‑Time Cash Fee ($) | Total Cash ($) |
|---|---|---|---|
| 2023 | 26,400 | — | 26,400 |
| 2024 | 82,308 | 15,000 | 97,308 |
Performance Compensation
- Equity awards to directors (time‑based vesting; no performance metrics disclosed for director equity grants):
| Award Type | Grant Date | Awards (#) | Grant‑Date Fair Value ($ per unit) | Vesting Schedule |
|---|---|---|---|---|
| RSUs | Jan 2024 | 300 | 77 | One‑third vested Mar 31, 2024; one‑third vested Jan 1, 2025; remaining third will vest Jan 1, 2026 |
| Stock Options | Aug 2024 | 10,000 | 4.15 (fair value per option) | One‑third vested Sep 15, 2024; one‑third vests Aug 21, 2025; remaining third vests Aug 21, 2026 |
- Performance metrics tied to director compensation: none disclosed; director equity awards are time‑based.
Other Directorships & Interlocks
| Organization | Board Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| AIR‑serv, LLC (private) | Board Member | Not disclosed | Led acquisition program; facility expansion; sale to WindPoint Partners for $151M |
| American Water Investments, LLC (private) | Board Member; Interim CFO & President | Not disclosed | Water services operations |
| ASTI Compensation Committee | Member | Compensation | No compensation committee interlocks or insider participation reported among current members |
Expertise & Qualifications
- MBA, USC Marshall; BA, UC Santa Cruz.
- 9 years private equity investing; 6 years engineering consulting management; 20+ years board experience.
- Demonstrated M&A execution and integration oversight (AIR‑serv acquisitions, credit facility expansion).
- Current operating leadership in clean energy distribution (hydrogen electrolyzers) as CEO of Clean H2.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| David Peterson | 19,225 | 1.01% |
- Company policy on trading, pledging, and hedging of company stock is disclosed (policy exists; specific prohibitions not detailed in the excerpt).
- Insiders’ financing participation: On Oct 17, 2024, ASTI entered into a ~$1.9M Series 1C Preferred financing; ~75% purchased by officers, directors, and advisory board members; convertible after Apr 17, 2025 at fixed $2.50/share, with 10% dividend (15% if outstanding on/after Oct 17, 2027); as‑converted voting with 4.99% cap; redemption at 110% under specified conditions.
Governance Assessment
- Positive: Independent Chairman structure (no Lead Independent Director needed) enhances independent oversight; Peterson is independent under Nasdaq rules.
- Positive: Strong committee engagement—member of Compensation and Nominating & Governance; Audit Committee chaired by a qualified financial expert (Berezovsky).
- Positive: Attendance—each director met at least the 75% threshold across Board/committee meetings in 2024; Board held 13 meetings indicating active oversight.
- Mixed: Board diversity gap—company does not have a diverse director and provides an explanation under Nasdaq Rule 5605(f), which may draw investor scrutiny.
- Mixed: Director compensation increased from 2023 to 2024 (cash retainer from $55k to $75k; equity grants added); equity awards are time‑based without disclosed performance conditions—neutral for alignment but may be seen as less performance‑linked.
- RED FLAG: Family relationship—Peterson is a cousin of former CFO Michael J. Gilbreth; while independence is affirmed, familial ties warrant monitoring for related‑party considerations.
- Watch Item: Insider participation (~75%) in 2024 preferred financing can signal confidence but also potential conflicts if terms are not fully arm’s‑length; Audit Committee policy requires review/approval of related‑person transactions.
- Process note: Compensation Committee does not currently use outside consultants; while cost‑conscious, some investors prefer independent advisor input on pay practices.
- Shareholder engagement: Board recommends annual say‑on‑pay frequency (2023 proxy) and presents say‑on‑pay at 2025 annual meeting; no historical approval percentages disclosed.
Additional Board Governance Details
- Committee Charters available on Investor page; Audit Committee responsibilities include enterprise risk oversight; Compensation Committee reviews pay mix and pay‑for‑performance for executives; Nominating & Governance manages Board composition and governance guidelines.
- Corporate Governance overview affirms Board size, independence determinations, and risk oversight roles (Chairman meets regularly with management; Audit monitors enterprise risk).
Director Compensation Summary (Detail)
| Year | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | — | — | 26,400 |
| 2024 | 23,100 | 41,500 | 146,908 |
Notes: 2024 RSU grants (300 units; $77 per RSU) with staged vesting through Jan 1, 2026; 2024 option grants (10,000 options; $4.15 fair value per option) with staged vesting through Aug 21, 2026.
Risk Indicators & Red Flags (Monitoring List)
- Familial tie to former CFO (cousin) → related‑party risk; monitor for any transactions or decision‑making intersections.
- Board diversity shortfall under Nasdaq’s rule—company provides explanation; track future board refreshment.
- Insider heavy participation in preferred stock financing—ensure Audit Committee oversight and arm’s‑length terms.
- Section 16(a) compliance: company reports timely filings in 2024 except certain executives (not directors); continue monitoring.