Steven Macicek

About Steven D. Macicek

Steven D. Macicek (age 67) joined AVD’s Board in March 2024 and serves as Chair of the Audit Committee. He is a Certified Public Accountant and designated “audit committee financial expert” under SEC rules, with a 39-year audit/advisory career at Ernst & Young (2002–2019; Global Service Partner; Leader, Center for Board Matters – Southwest; Energy Services Market Leader) and Arthur Andersen (1980–2002). Tenure on AVD’s board: ~1.7 years as of Nov 2025; independence affirmed by the Board. Core credentials span audit, financial reporting, risk oversight, and governance across manufacturing, distribution, construction, energy services, oil & gas, and software sectors .

Past Roles

External Roles

Board Governance

• Independence: Board determined Macicek is independent under NYSE rules .
• Committee assignments (current): Audit Committee (Chair), Compensation Committee (member), Nominating & Corporate Governance (member) .
• Attendance: Board met 17 times in 2024; all directors attended 100% of regular Board meetings and at least 75% of special/committee meetings for which they served. Audit Committee met 5 times in 2024; Compensation Committee met 5; Nominating & Corporate Governance met 4 .
• Lead Independent Director: Scott Baskin; presides over executive sessions .

Fixed Compensation

Board pay schedule (non-management directors, 2024):

• Cash retainer $60,000; annual equity $80,000; no per-meeting fees; committee chair/member retainers: Audit Chair $10,000; Audit member $10,000; Compensation Chair $7,000; Compensation member $7,500; Nominating/Governance Chair $5,000; Nominating/Governance member $5,000; Risk Chair $5,000; Risk member $5,000; Lead Director premium $25,000 .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• CPA; SEC “audit committee financial expert” .
• Skills matrix: Financial Expert/Literate; Global; Human Capital; M&A; Strategy; Transformation; Cybersecurity/IT, indicating relevance to AVD’s cyber risk governance structure .
• Industry exposure: manufacturing, distribution, construction, engineering, oil & gas, energy services, software .

Equity Ownership

• Stock ownership guidelines: Directors must accumulate and hold shares equal to the number of shares granted during the first four full years of service; thereafter may elect to take up to half of annual award in cash .
• Anti-hedging/pledging: Directors prohibited from hedging (e.g., zero-cost collars, forward contracts) and margin account holding of company securities .
• Pledging: No pledges disclosed for Macicek .
• Section 16 compliance: One Form 4 filing by Macicek reported one transaction on an untimely basis (April 11, 2024) .

Insider Trades

Governance Assessment

• Strengths:

  • Independent Audit Chair with deep audit/governance experience; designated SEC financial expert; signed Audit Committee report and oversaw auditor transition/engagement (Deloitte), pre-approval, independence monitoring .
  • Committee breadth (Audit, Compensation, N&CG) improves cross-functional oversight; skills include cybersecurity/IT, relevant to board cyber-risk governance .
  • Ownership alignment: equity retainer, director stock ownership guidelines; anti-hedging/anti-margin policy reduces misalignment risk .
  • Shareholder support: Strong director election support (For 16,568,720; Against 259,221; Withheld 43,347; Broker Non-votes 5,554,243); Say-on-Pay passed (For 14,654,753; Against 2,125,356; Withheld 91,179) .

• Watch items / RED FLAGS:

  • Company disclosed an identified material weakness in internal control over financial reporting; places heightened responsibility on Audit Chair for remediation oversight .
  • One untimely Section 16 filing for Macicek (minor compliance lapse) .

• Conflicts/related-party exposure: None involving Macicek disclosed; 2024 related-party consulting fees tied to a different director (Bassett), ratified by the Board; independence of compensation consultant (Exequity) affirmed by committee .

Voting Support Signals (2025 Annual Meeting)

Director Compensation Structure Analysis

• Cash vs equity mix: For 2024, Macicek’s mix was roughly 40% cash ($68,125) / 60% equity ($100,000), consistent with AVD’s standardized director pay framework (cash retainer + committee retainers plus equity grant) .
• Performance linkage: Director equity vests immediately; no performance metrics tied to director compensation (in contrast to executives, whose incentives are formula-driven) .

Related Party Transactions (Conflict Check)

• No related party transactions involving Macicek disclosed in 2024/2025; sole related-party item was Bassett’s consultancy, reviewed and ratified; none proposed for 2025 beyond that disclosure .

Say-on-Pay & Shareholder Feedback

• Historical say-on-pay approvals: Approximately 93% (2024), 91% (2023), 83% (2022; contested) .
• 2025 say-on-pay passed with 14,654,753 votes For vs. 2,125,356 Against .

Expertise & Qualifications

• CPA; SEC audit committee financial expert .
• Financial literacy, global experience, human capital oversight, M&A, strategy, transformation, cybersecurity/IT as per board skills matrix .
• Multi-industry audit/advisory history (distribution, manufacturing, construction, engineering, oil & gas, energy services, software) .

Equity Ownership

Governance Implications for Investors

• Audit leadership and skill set are aligned with AVD’s internal control remediation needs; supports investor confidence if remediation progresses under committee oversight .
• Strong shareholder support in director election and say-on-pay mitigates governance risk signals; continued monitoring of control remediation and Section 16 timeliness advisable .