Mark Bassett
About Mark R. Bassett
Dr. Mark R. Bassett, age 64, has served on American Vanguard’s board since June 2022; he is currently Chair of the Finance Committee and a member of the Risk and Nominating & Corporate Governance Committees . He is a seasoned chemicals operator, formerly Chairman and CEO of Hemlock Semiconductor, after senior P&L roles at Dow; he holds a B.S. in Chemical Engineering (Notre Dame), and M.S./Ph.D. in Chemical Engineering (University of Virginia), and was an NSF post-doctoral fellow . The board determined he is not independent under NYSE rules due to consulting services performed in 2024 (including support of the Office of CEO), which created a related-party relationship with AVD .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hemlock Semiconductor (HSC) | Chairman & CEO; led transition to standalone ~$1B revenue, ~1,200 employees | Until Dec 31, 2021 | Led operational improvements and independence from Dow |
| The Dow Chemical Company | Global VP, Polyurethanes (multi‑$B global P&L, >2,000 associates, >35 sites) | 2012–2016 | Oversaw global operations and P&L |
| The Dow Chemical Company | Led formation of Dow Oxygenated Solvents (consolidated three businesses to multi‑$B portfolio, 10 sites, ~500 employees) | 2009–2012 | Consolidation and portfolio optimization |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No current public company directorships disclosed for Bassett in AVD’s proxy . |
Board Governance
- Committee assignments: Finance Committee (Chair), Risk Committee (Member), Nominating & Corporate Governance Committee (Member) .
- Independence: Not independent under NYSE rules because he performed consulting services for AVD in 2024, including OCEO support .
- Attendance: The 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 Baskin serves as Lead Director and Risk Committee Chair; non‑management directors hold regular executive sessions led by the Lead Director .
- Risk oversight: Bassett serves on the Risk Committee; the committee met four times in 2024 and oversees identified enterprise risks (regulatory, supply chain continuity, succession/retention, ESH events, underperformance vs. peers, cybersecurity, AI implementation, transformation efficacy, intangible impairment risk) .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Cash fees (director retainer + committee roles) | $84,625 | Includes base cash retainer and committee retainers consistent with board pay schedule . |
| Annual equity grant (stock awards) | $80,000 | Grants of 4,398 shares to directors receiving $80k equity; immediate vest upon grant . |
| Consulting compensation (“All Other Compensation”) | $442,700 | Consulting services, including OCEO support and transformation work (see Related-Party Transactions) . |
Board pay structure (reference):
- Annual cash retainer: $60,000; annual equity: $80,000; Lead Director premium: $25,000; committee chair/membership retainers (Audit chair $10,000; Finance chair $8,000; Comp chair $7,000; N&CG/Risk chair $5,000; Audit member $10,000; Finance member $10,000; Comp member $7,500; N&CG/Risk member $5,000); special assignment per diem $2,000 .
Performance Compensation
| Equity Element | Grant/Share Count | Vesting | Performance Conditions |
|---|---|---|---|
| Non‑employee director stock award | $80,000 (4,398 shares) | Vests immediately upon grant | None; time‑based immediate vesting (no performance metrics) . |
AVD’s director equity policy requires non‑employee directors to accumulate and hold stock equal to shares received during the first four full years of service; after reaching this threshold, directors may elect to receive half cash/half equity for future awards .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Bassett . |
| Committee interlocks | The 2024 Compensation Committee reported no interlocks/insider participation with other public company boards; Bassett is not a member of the Compensation Committee . |
Expertise & Qualifications
- Skills recognized in AVD’s skills matrix for Bassett: C‑Suite/Senior Management, Financial Expert/Literate, Global Experience, Human Capital, M&A, Operational Excellence, Supply Chain, Strategy, Transformation .
- Education: B.S. Chemical Engineering (Notre Dame); M.S./Ph.D. Chemical Engineering (University of Virginia); NSF post‑doctoral fellow .
- Industry/operator credentials: CEO experience in specialty materials/semiconductor inputs; multi‑$B business leadership at Dow; operations and portfolio transformation experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Mark R. Bassett | 16,790 | Under 1% |
- Section 16 (insider reporting) timeliness: AVD disclosed certain late filings for other insiders in 2024; Bassett was not named among delinquencies .
- Hedging/pledging: AVD prohibits hedging and similar non‑monetized transactions for directors and Section 16 officers (e.g., zero‑cost collars, forward contracts); policy designed to align interests and avoid misalignment risk .
Related-Party Transactions (Conflict Assessment)
- Consulting engagements: Bassett provided operational and analytics consulting for ~10 weeks ending March 2024 ($95,200, time‑and‑materials), then resumed in July 2024 supporting the OCEO at a flat $29,200/month plus transformation benefits of $125,000 for Q3 and $125,000 for Q4 2024; no additional related‑party transactions disclosed for 2025 .
- Independence impact: Board determined Bassett is not independent due to these consulting services; he remains a director and committee chair/member with the related‑party status noted .
Governance Assessment
- Strengths:
- Deep operational and transformation experience; Finance Chair role aligns with capital allocation and M&A oversight needs .
- Active in risk oversight; board attendance/engagement strong; executive sessions provide independent oversight forum (led by independent Lead Director) .
- Director equity ownership requirements promote long‑term alignment; anti‑hedging policy reduces misalignment risk .
- Concerns / RED FLAGS:
- Independence impaired: Bassett classified as not independent under NYSE rules due to 2024 consulting—material related‑party exposure while holding Finance Chair and Risk Committee roles .
- Compensation mix: Consulting fees ($442,700) substantially exceed standard director cash/equity ($84,625 cash; $80,000 equity), potentially creating perceived influence or conflicts on strategic/financial matters overseen by his committees .
- OCEO support/role overlap: Consulting in support of OCEO during leadership transition may blur lines between management execution and independent board oversight .
Board & Shareholder Context
- Board refresh and leadership separation: Lead Director role established; Chair/CEO roles separated with new CEO appointment; committee chairs updated in 2024–2025 (Finance Chair: Bassett) .
- Say‑on‑Pay support: Average ~89% approval over recent years; 2024 pay practices emphasized pay‑for‑performance with no executive cash bonuses paid amid weaker performance .
Overall signal: Bassett’s operating acumen and finance oversight are valuable, but his non‑independence and sizable related‑party consulting compensation constitute governance risk that investors should monitor relative to committee influence and board objectivity .