Louis Berezovsky
About Louis Berezovsky
Louis Berezovsky, age 59, is an independent Class A director of Ascent Solar Technologies, Inc. (ASTI) serving since September 2022 with his current term expiring at the 2026 annual meeting. He chairs the Audit Committee and sits on the Nominating & Governance Committee; the Board has designated him an “audit committee financial expert.” Berezovsky holds a B.S. in Accounting from the University of Minnesota’s Carlson School of Management, is a Certified Management Accountant (CMA), and brings 30+ years of senior financial management experience including PE-backed platforms and >60 acquisitions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eagle Infrastructure Services | Executive leader of Finance & Accounting, M&A, HR, Legal, IT | Joined July 2013 | 60+ acquisitions; multi-function leadership |
| ABRA Auto Body and Glass | Executive Vice President & Chief Financial Officer | — | Senior finance leadership |
| ConvergeOne | Chief Financial Officer | — | Senior finance leadership |
| AIR-serv | Chief Financial Officer | — | Senior finance leadership |
| Minneapolis-based CPA firm | Early career in public accounting | — | Foundational accounting experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Better Business Bureau of Minnesota and North Dakota | Board Director; Chairman, Finance Committee | Since 2012 | Non-profit governance and finance oversight |
Board Governance
- Independent director (Nasdaq standard); Board identifies Berezovsky along with Thompson, Peterson, and Reynolds as independent .
- Committee assignments: Audit Committee (Chair), Nominating & Governance Committee (member); Compensation Committee is composed of Peterson, Thompson, Reynolds (Reynolds Chair) .
- Audit committee financial expert designation: Berezovsky qualifies and has requisite finance/accounting experience and professional credential .
- Board/class structure: Class A (Reynolds, Berezovsky) terms expire in 2026; Board size five; Chairman is independent; no Lead Independent Director appointed .
- Attendance: Board met 13 times in 2024; Audit 4; Compensation 1; Nominating 1; each director attended at least 75% of Board and committee meetings on which they served .
- Related-person transaction oversight resides with Audit Committee; future insider transactions to be on arm’s-length terms .
Fixed Compensation
- Policy: Non-executive directors receive $75,000 annual cash retainer (increased from $55,000 in May 2024); one-time 2024 cash fee of $15,000 for Berezovsky; reimbursed travel; no perquisites .
| Year | Cash Retainer ($) | One-time Cash Fee ($) | Meeting/Committee Fees | Notes |
|---|---|---|---|---|
| 2024 | 75,000 | 15,000 | Not disclosed | Retainer increased May 2024 |
| 2024 Director Compensation (ASTI) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| Louis Berezovsky | 82,308 | 19,250 | 39,425 | — | 140,983 |
Performance Compensation
- Structure: Time-based RSUs and stock options; no performance-vesting conditions disclosed for director awards .
- Clawback: Company clawback policy effective Dec 1, 2023; Audit Committee noted no performance-based compensation tied to financial results requiring recovery in prior three years .
| Award Type | Grant Date | Quantity | Fair Value per Unit ($) | Accounting Grant FV ($) | Vesting Schedule |
|---|---|---|---|---|---|
| RSUs | Jan 2024 | 250 | 77.00 | 19,250 | 1/3 vested 3/31/2024; 1/3 vested 1/1/2025; 1/3 vests 1/1/2026 |
| Stock Options | Aug 2024 | 9,500 | 4.15 | 39,425 | 1/3 vested 9/15/2024; 1/3 vests 8/21/2025; 1/3 vests 8/21/2026 |
No strike price or expiration terms disclosed for director option awards in the proxy .
Other Directorships & Interlocks
- Public company boards: None disclosed for Berezovsky .
- Non-profit board: BBB of Minnesota & North Dakota (Finance Committee Chair) .
- Interlocks/conflicts: No Berezovsky-related party transactions disclosed; Board-level related-party oversight described in Audit Committee charter .
Expertise & Qualifications
- Financial oversight: Audit chair; SEC “financial expert” qualification; deep finance/accounting background .
- PE/M&A execution: 28 years in PE-backed portfolio companies; completed >60 acquisitions, recapitalizations, sale processes .
- Credentials: B.S. Accounting (UMN Carlson), CMA; early public accounting experience .
- Multi-function leadership: Finance, M&A, HR, Legal, IT at Eagle Infrastructure Services .
Equity Ownership
- Beneficial ownership: 14,260 ASTI shares as of April 30, 2025 .
- Shares outstanding reference: 1,715,442 as of April 30, 2025 .
- Calculated ownership %: 0.83% (=14,260 / 1,715,442) .
- Section 16 compliance: Company reports all directors timely filed in 2024; late Form 4s noted only for other insiders (not Berezovsky) .
- Trading/hedging/pledging policy: Insider trading policy expressly prohibits derivative transactions; policy addresses risks of margin-pledged shares; no Rule 10b5-1 plans in effect for directors in 2024 .
| Beneficial Owner | Shares | Percentage of Class |
|---|---|---|
| Louis Berezovsky | 14,260 | 0.83% (calc. using 1,715,442 shares outstanding) |
Governance Assessment
-
Strengths
- Audit Committee leadership with SEC “financial expert” designation supports financial reporting integrity and risk oversight .
- Independence affirmed; Chairman independent; clear committee charters and Board risk oversight framework .
- Transparent director compensation disclosure, clawback policy adopted, and explicit trading/derivatives restrictions bolster alignment and controls .
-
Watch items / Potential red flags
- Board diversity: Company disclosed no diverse directors, requiring explanation under Nasdaq 5605(f) .
- Compensation structure: 2024 saw an increase in cash retainer and one-time cash fees; monitor balance of cash vs equity and rationale amid ongoing turnaround dynamics .
- Attendance disclosure only indicates “at least 75%”; absence of detailed individual attendance prevents deeper engagement assessment .
- Compensation Committee does not currently use outside consultants; peer group review may be ad hoc—monitor for rigor and independence in pay benchmarking .
No Berezovsky-specific related-party transactions were disclosed; Audit Committee policy requires review/approval of such transactions, mitigating conflict risks .