Howard D. Morgan
About Howard D. Morgan
Howard D. Morgan, age 62, is Chair of the Board of Concrete Pumping Holdings (BBCP) and has served as a director since December 2018. He is Managing Partner and Co‑Founder of Argand Partners (since Sept 2015), and previously was President and Co‑President of Castle Harlan (2010–2015), CEO/President of CHI Private Equity (2015), with earlier roles at The Ropart Group and Allen & Company. Morgan holds a B.A. from Hamilton College and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Castle Harlan | President; Co‑President | Co‑President Aug 2010–Sept 2014; President Sept 2014–July 2015 | Led PE platform; governance experience |
| CHI Private Equity | Chief Executive Officer and President | Feb 2015–July 2015 | Executive leadership |
| CHAMP (now CPE Capital) | Board member and associated committees | Until July 2015 | Board committee experience |
| The Ropart Group | Partner | Not disclosed | Private equity investing |
| Allen & Company | Early career | Not disclosed | Investment banking experience |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Oase Management GmbH | Advisory Board member | Since July 2018 |
| Brintons Carpets Limited | Director | Current |
| Harvard Business School Club of New York | Director; Past Chairman | Current/past |
| Parkinson’s Foundation | Director; Immediate Past Chair | Current/past |
| Alexander Hamilton Institute; World Press Institute | Director | Current |
| Friends of the Garvan Institute of Medical Research | Director & Treasurer | Current |
| Naval War College Foundation | Trustee | Current |
| Shield Capital | LP Advisory Committee member | Current |
Board Governance
- Roles: Chair of the Board (independent director); Chair of Corporate Governance & Nominating Committee; Member of Compensation Committee .
- Independence: Board determined Morgan is independent (Nasdaq standards) .
- Committees and composition:
- Compensation Committee: Armstrong, Hodges (Chair), Morgan, Cheesman .
- Corporate Governance & Nominating: Faust, Morgan (Chair), Hall, Alarcon .
- Audit Committee: Armstrong (Audit Committee Financial Expert), Piecuch (Chair), Cheesman .
- Attendance and engagement:
- FY2024 meetings: Board (7), Audit (4), Compensation (4), CG&N (1); all directors attended ≥75% of aggregate meetings; nine directors attended 2024 Annual Meeting .
- FY2023 meetings: Board and Audit (7), Compensation (4), CG&N (1); all directors attended ≥75%; all directors attended 2023 Annual Meeting .
- Independent directors and all committees hold executive sessions without management at each regularly scheduled meeting .
Fixed Compensation
| Fiscal Year | Role | Annual Retainer (Cash) | Chair/Committee Chair Fees (Cash) | Total (Cash) |
|---|---|---|---|---|
| FY2024 | Non‑Employee Director, Chair of Board | $112,000 | $50,000 (Board Chair) | $162,000 |
| FY2023 | Non‑Employee Director, Chair of Board | $112,000 | $50,000 (Board Chair) | $162,000 |
- BBCP discloses only cash compensation for directors; “no other material arrangements” for directors .
Performance Compensation
| Element | Detail |
|---|---|
| Equity awards (RSUs/PSUs) | None disclosed for directors |
| Options | None disclosed for directors |
| Performance metrics tied to director pay | Not used; director pay is cash retainer structure |
| Clawback policy | Company equity plan includes clawback provisions for awards; applicable to executives and participants under the 2018 Plan |
Other Directorships & Interlocks
- Argand-managed CFLL Holdings, LLC is BBCP’s largest stockholder (29.1%); Argand (managed by Morgan and Faust) is CFLL’s manager, and investment decisions require unanimous approval of Argand’s investment committee comprised of Morgan and Faust; exit decisions require majority vote . Morgan personally is reported with no beneficial ownership in BBCP common stock .
- Peninsula Pacific has nomination rights via a Stockholders Agreement and its designees serve on the Board (structural influence on board composition) .
Expertise & Qualifications
- Private equity leadership, capital markets, M&A, and industrial services exposure through Argand/Castle Harlan/CHAMP .
- Governance experience across multiple boards and nonprofits; strong network in industrial manufacturing and services .
- Education: Hamilton College (B.A., Mathematics & Government); Harvard Business School (MBA) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Common Stock |
|---|---|---|
| Howard D. Morgan (individual) | — | 0.0% |
| CFLL Holdings, LLC (managed by Argand) | 15,477,138 | 29.1% |
| BBCP Investors, LLC (Peninsula Pacific) | 11,005,275 | 20.7% |
- Hedging/pledging: Company policy prohibits hedging or pledging of Company securities by directors .
Governance Assessment
-
Strengths:
- Independent Chair; independent committees; regular executive sessions .
- Clear committee charters; Audit Committee includes a designated financial expert (Armstrong) .
- Consistent director attendance (≥75%) across years .
-
Alignment concerns:
- Cash‑only director compensation reduces equity alignment to shareholder outcomes; no director equity grants disclosed .
- Significant ownership concentration: CFLL (Argand) at 29.1% and BBCP Investors (Peninsula Pacific) at 20.7%, with Morgan’s role in Argand’s investment committee influencing a major shareholder while serving as Board Chair and Nominating Committee Chair (potential conflict of interest risk despite independence designation) .
-
Process controls:
- Related‑party transaction policy overseen by Audit Committee; Board highlights conflict reviews; hedging/pledging ban in Insider Trading Policy .
-
RED FLAGS:
- Dual influence: Nominating Committee Chair and Board Chair with governance influence while co‑managing a 29.1% shareholder (CFLL/Argand) .
- Concentrated shareholder nomination rights (Peninsula Pacific) may constrain board refreshment and independence optics .