Heather L. Faust
About Heather L. Faust
Heather L. Faust, age 45, has served as an independent director of Concrete Pumping Holdings, Inc. (BBCP) since December 2018. She is Managing Partner and Co‑Founder of Argand Partners, LP, sits on Argand’s Management and Investment Committees, and previously held roles at CHI Private Equity and McKinsey & Company; she holds a BSE in Operations Research and Financial Engineering from Princeton University and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Industrea Acquisition Corp. | Executive Vice President; Director | Apr 2017 – Dec 2018 | Transaction leadership and governance in SPAC context |
| CHI Private Equity | Managing Partner | Feb 2015 – Jul 2015 | PE leadership |
| McKinsey & Company | Management Consultant | Prior to PE roles | Strategic and operational transformations across industries |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sigma Electric | Director | Oct 2016 – present | Industrial manufacturing portfolio role |
| Oase Management GmbH | Chair, Advisory Board | Jul 2018 – present | Advisory leadership |
| Cherry SE (FRA:C3RY) | Supervisory Board Member | May 2021 – present | Public company oversight in Europe |
| PolyShield Group | Director | Mar 2020 – present | Industrial/services exposure |
| Midwest Can Company and Container Specialties, Inc. | Director | Mar 2020 – present | Industrial packaging; disclosed in 2024 proxy |
Board Governance
- Independence: The Board determined Ms. Faust is “independent” under Nasdaq rules; all Board committees are composed of independent directors .
- Committee assignments: Member, Corporate Governance & Nominating Committee (chair: Howard D. Morgan). Other committee compositions: Audit (Armstrong, Piecuch [chair], Cheesman); Compensation (Armstrong, Hodges [chair], Morgan, Cheesman) .
- Meetings and attendance: FY2024—Board met 7x; Audit 4x; Compensation 4x; Corporate Governance & Nominating 1x. All directors attended ≥75% of Board and applicable committee meetings; nine directors attended the 2024 Annual Meeting .
- Anti-hedging/pledging: Company policy prohibits hedging, monetization, holding in margin accounts, or pledging Company securities for all directors, officers, and employees .
- Election signal: 2025 shareholder vote elected Ms. Faust with 37,355,986 “For”, 5,793,941 “Withheld”, and 9,049,517 broker non-votes—moderate withhold level versus peers in the slate .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual retainer (cash) – Non‑Employee Director | $112,000 | $112,000 |
| Committee chair fees (if applicable) | Not applicable to Faust; $50,000 for Chair, Vice Chair/Comp Chair, Audit Chair | Not applicable to Faust; $50,000 for Chair, Vice Chair/Comp Chair, Audit Chair |
| Meeting fees | None disclosed | None disclosed |
| Equity grants to directors | None disclosed | None disclosed |
Notes:
- The Company discloses that director compensation consists solely of the annual cash retainer and applicable chair retainers; no other material arrangements are present .
Performance Compensation
| Element | FY 2023 | FY 2024 |
|---|---|---|
| Performance‑based director compensation (RSUs/PSUs/options) | None disclosed | None disclosed |
Other Directorships & Interlocks
- Argand/CFLL interlock: CFLL Holdings, LLC beneficially owns 15,477,138 shares (29.1%). Argand is CFLL’s manager; investment decisions require unanimous approval of Argand’s Investment Committee, comprised of Howard D. Morgan and Heather L. Faust (exit decisions by majority). Faust individually reports 0.0% beneficial ownership in BBCP, but her Argand role implies influence over a significant shareholder’s voting/exit decisions .
- Peninsula Pacific/BBCP Investors: M. Brent Stevens (Board Class III) controls BBCP Investors, LLC (11,005,275 shares; 20.7%), reflecting another concentrated holder with Board representation .
Expertise & Qualifications
- Private equity leadership (Argand Managing Partner and Co‑Founder; CHI Private Equity leadership) .
- Strategic/operational expertise from McKinsey across multiple industries/geographies .
- Industrial manufacturing/services network (Sigma Electric, Oase, Cherry SE, PolyShield/packaging) .
- Education: Princeton BSE (ORFE); Harvard MBA .
Equity Ownership
| Holder | FY 2024 Beneficial Ownership (Shares; %) | FY 2025 Beneficial Ownership (Shares; %) |
|---|---|---|
| Heather L. Faust (individual) | “–”; 0.0% | “–”; 0.0% |
| CFLL Holdings, LLC (Argand‑managed) | 15,477,138; 28.8% | 15,477,138; 29.1% |
Notes:
- Hedging/pledging prohibited by policy (alignment safeguard) .
- Concentrated ownership by CFLL and BBCP Investors increases influence of two shareholder groups with Board ties .
Governance Assessment
- Independence and committee work: Faust is independent and serves on the Corporate Governance & Nominating Committee, which oversees director selection, succession planning, and governance structure—supportive for board effectiveness .
- Attendance and engagement: Board and committee meeting cadence and ≥75% attendance threshold were met; directors are encouraged to attend stockholder meetings (nine attended in 2024), indicating baseline engagement .
- Compensation alignment: Director pay is simple, cash‑only, with no equity or meeting fees disclosed—limits potential pay‑related conflicts and avoids equity overhang for directors .
- Shareholder signals: 2025 Say‑on‑Pay passed with 40,793,518 For, 2,329,086 Against, 27,323 Abstentions (plus broker non‑votes), suggesting acceptable sentiment toward compensation practices; Faust’s election received moderate withhold votes relative to peers—worth monitoring but not an outlier for independent directors tied to a major PE sponsor .
- Potential conflicts (RED FLAGS to monitor): Argand’s CFLL is a 29.1% holder and Argand’s investment decisions require approval by Morgan and Faust; while the Board deems Faust independent, this governance interlock could influence board dynamics and control matters (e.g., future exits or capital allocation). Mitigants include Audit Committee oversight of related party transactions and an established related‑person transaction policy .
Appendix Details
Committee Assignments (Current)
- Corporate Governance & Nominating: Faust (member); Morgan (chair); Hall; Alarcon .
- Audit: Armstrong; Piecuch (chair); Cheesman .
- Compensation: Armstrong; Hodges (chair); Morgan; Cheesman .
Meeting Cadence and Attendance (FY2024)
- Board: 7 meetings; Audit: 4; Compensation: 4; Corporate Governance & Nominating: 1. All directors attended ≥75% of Board/committee meetings; nine directors attended the 2024 Annual Meeting .
Shareholder Votes (2025 Annual Meeting)
| Item | Result (For/Against/Other) |
|---|---|
| Election – Heather L. Faust | 37,355,986 For; 5,793,941 Withheld; 9,049,517 Broker Non‑Votes |
| Ratification of PwC (FY2025) | 51,855,427 For; 339,328 Against; 4,689 Abstentions |
| Say‑on‑Pay (Advisory) | 40,793,518 For; 2,329,086 Against; 27,323 Abstentions; 9,049,517 Broker Non‑Votes |
Related‑Party Controls
- Policies and procedures for related‑person transactions administered via Audit Committee; Code of Ethics emphasizes conflict avoidance; independent director executive sessions occur each regular meeting .
Overall, Faust brings deep PE and industrial expertise and governance experience, but investors should monitor the Argand/CFLL interlock given CFLL’s large position and Argand committee decision structure, even as the Board affirms her independence and maintains conflict‑management processes .