Keith Rosenbloom
About Keith M. Rosenbloom
Independent director of American Vanguard (AVD), age 56, serving since June 2022. Co‑founder of Cruiser Capital Advisors with 30+ years in public/private investing; focus areas include asset allocation, corporate finance, capital markets, and long‑term stakeholder returns. Education: Yale University, cum laude. Significant ownership alignment with 669,582 AVD shares beneficially owned (2.4% of outstanding).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cruiser Capital Advisors, LLC | Co‑Founder; Investment Advisor | Not disclosed | Engaged with boards (A. Schulman, Ashland Global, Dow) to add qualified members aiming to improve stockholder value (advisory influence, not disclosed as board seats) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hillel International | Board of Governors | Not disclosed | Charitable board service |
| Hatzalah (Israel’s private EMT) | Board member | Not disclosed | Charitable board service |
Board Governance
- Independence: Board determined Rosenbloom is independent under NYSE rules (7 of 9 nominees independent; exceptions CEO Dak Kaye and Mark Bassett due to consulting).
- Committee memberships: Compensation Committee; Nominating & Corporate Governance Committee; Finance Committee; Audit Committee (member; no chair roles).
- Attendance: Board met 17 times in 2024; all directors attended 100% of regular Board meetings and at least 75% of special and committee meetings for which they served.
- Lead Independent Director: Scott D. Baskin (also Risk Committee Chair); executive sessions are held regularly without management.
- Anti‑hedging/alignment policies: Directors/officers prohibited from hedging, zero‑cost collars, forward sales, and similar instruments; prohibition extends to holding Company securities in margin accounts.
Fixed Compensation (Director)
| Component | Amount ($) | Notes |
|---|---|---|
| Fees earned/paid in cash (2024) | 86,875 | Per Director Compensation table |
| Annual equity grant (2024) | 80,000 | Vests immediately upon grant; stock award sized at closing price on grant date |
| Total (2024) | 166,875 | Sum of cash + equity |
Board compensation schedule (structure reference):
- Cash retainer $60,000; Annual equity $80,000; Committee chair/member retainers (Audit: $10,000/$10,000; Finance: $8,000/$10,000; Compensation: $7,000/$7,500; Nominating/Governance: $5,000/$5,000); Lead Director $25,000; special assignment per diem $2,000; conditional meeting fee $1,500.
Performance Compensation
- Director equity grants vest immediately; no performance metrics attached to director awards.
- Company’s executive incentive framework (as overseen by the Compensation Committee where Rosenbloom serves) embeds KPI‑driven pay‑for‑performance:
- STI KPIs (2025): Adjusted EBITDA (50% weight), Net Sales (20%), Net Trade Working Capital (20%), Transformation execution (5%), Manufacturing/Opex (5%); CEO target bonus 100% of base; other NEOs 60%; payout ranges 0–180% of target.
- Equity for executives includes TSR‑triggered options: one‑third exercisable after 20 consecutive trading days ≥$20/share; two‑thirds after ≥$25/share; time‑based RSUs with 3‑year cliff vesting (2024 awards).
| Metric | Weight | Target/Trigger Design |
|---|---|---|
| Adjusted EBITDA | 50% | Formula levels 1–6 determine factor; highest emphasis |
| Net Sales | 20% | Growth and share expansion focus |
| Net Trade Working Capital | 20% | Inventory reduction, build‑to‑demand discipline |
| Transformation Execution | 5% | Deliver key program milestones |
| Manufacturing/Opex | 5% | Expense control and cost absorption |
| Executive TSR Options | N/A | 1/3 exercisable ≥$20; 2/3 ≥$25 for 20 consecutive trading days |
Other governance features: Clawback for incentive pay on restatements; effective bonus caps (CEO 1.8x salary; others 0.9x) to deter windfalls; independent consultant (Exequity LLP) validated for independence under NYSE factors.
Other Directorships & Interlocks
| Company | Current Public Board Role | Committee Roles | Interlocks |
|---|---|---|---|
| None disclosed | — | — | Compensation Committee interlocks: none in 2024 (no member served on public company boards with overlapping AVD officers/directors) |
Expertise & Qualifications
- Skills matrix designation: Financial Expert/Literate; Government/Regulatory; Mergers & Acquisitions; Strategy.
- Capital markets and investor engagement capabilities highlighted in biography.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Keith M. Rosenbloom | 669,582 | 2.4% |
- Director stock ownership guideline: must accumulate and hold shares equal to the number received over first four full years of service; stock awards vest immediately.
- Anti‑hedging and margin account prohibitions apply to directors.
- Pledging collateral: not disclosed; Company policy explicitly addresses hedging/margin but does not state a pledging ban—no pledging reported in proxy.
Insider Trades and Compliance
| Item | Detail |
|---|---|
| Section 16(a) compliance | One untimely filing by Keith Rosenbloom reported three transactions (Form 4 filed 09/05/24). |
Governance Assessment
- Strengths: Independent status; multi‑committee service (Audit, Compensation, Nominating & Corporate Governance, Finance) enhancing board oversight; strong attendance; significant personal share ownership aligning interests; Company framework includes clawbacks, double‑trigger CoC for executives, independent pay consultant, and anti‑hedging policies.
- Potential conflicts/considerations: Cruiser Capital activism background implies a shareholder‑value focus; no related‑party transactions disclosed for Rosenbloom; one Section 16 untimely filing a minor compliance blemish.
- Board context signals: Lead Independent Director in place; plan to segregate Chair/CEO roles; risk oversight active with dedicated Risk Committee; say‑on‑pay support historically high (approx. 93% in 2024, 91% in 2023, 83% in 2022 contested; ~89% average over past three years).
RED FLAGS: None material specific to Rosenbloom in 2024 disclosures; note the untimely Section 16 filing and monitor for any future compliance issues.