John M. Piecuch
About John M. Piecuch
Independent director of Concrete Pumping Holdings (BBCP) since December 2018; age 76. Former CEO in cement/concrete manufacturing with extensive audit and governance experience; MBA and BSBA in Finance from the University of Akron. Classified as independent under Nasdaq listing standards; currently chairs the Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MMI Products, Inc. | President & CEO | 2001–2006 | Led largest U.S. manufacturer of welded steel reinforcing products for concrete construction |
| Lafarge Corporation | President & CEO | 1996–2001 | One of the largest construction materials companies in North America |
| Lafarge Corporation / Lafarge S.A. | Senior executive roles | 1987–1996 | Various senior leadership positions |
| National Gypsum Company | President, Cement Division; prior roles | 1979–1986 | Division leadership in cement |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| JMP Construction Materials, LLC | Advisor & Director | Current | Private |
| Brundage-Bone | Director; Compensation Committee Chair; Audit Committee Member | 2011–2014 | Private during tenure |
| U.S. Concrete, Inc. | Non-Executive Chairman | 2009–2010 | Public (historical) |
Board Governance
- Committee assignments: Audit Committee (members: Tom Armstrong, John M. Piecuch, Raymond Cheesman; Piecuch serves as Chair). Armstrong designated “audit committee financial expert” by the Board.
- Other committees: Compensation (Armstrong, Hodges [Chair], Morgan, Cheesman); Corporate Governance & Nominating (Faust, Morgan [Chair], Hall, Alarcon).
- Independence: Board determined Piecuch is independent under Nasdaq standards.
- Attendance and engagement: FY2024 Board met 7x; Audit 4x; Compensation 4x; Corporate Governance & Nominating 1x. All directors attended ≥75% of combined Board/committee meetings. Independent directors and all committees meet in executive session without management at each regularly scheduled meeting.
| Metric | FY2023 | FY2024 |
|---|---|---|
| Board meetings (count) | 7 | 7 |
| Audit Committee meetings (count) | 7 | 4 |
| Compensation Committee meetings (count) | 4 | 4 |
| Corporate Governance & Nominating meetings (count) | 1 | 1 |
| Director attendance threshold achieved (≥75%) | Yes | Yes |
Fixed Compensation
BBCP uses a cash-only director compensation model.
| Component | FY2023 | FY2024 |
|---|---|---|
| Annual cash retainer (Non-Employee Director) | $112,000 | $112,000 |
| Additional retainer – Audit Committee Chair | $50,000 | $50,000 |
| Total cash fees (Piecuch) | $162,000 | $162,000 |
| Meeting fees | None disclosed | None disclosed |
The proxy states “the compensation reflected in the table below is the only compensation paid to our Directors and no other material arrangements are present.”
Performance Compensation
| Element | Details |
|---|---|
| Equity grants | None disclosed for directors; proxies report only cash fees for Non-Employee Directors. |
| Performance metrics | Not applicable to directors; no performance-linked director compensation disclosed. |
Other Directorships & Interlocks
| Company | Relationship to BBCP | Potential interlock/conflict |
|---|---|---|
| U.S. Concrete, Inc. (historical) | Industry adjacency (ready-mix/concrete) | Historical role; no current overlap disclosed. |
| Brundage-Bone (historical director) | Subsidiary brand within BBCP today | Historical pre-2018 role; not a current interlock. |
| JMP Construction Materials, LLC | Materials advisor/director | No related-party transactions disclosed involving Piecuch. |
Expertise & Qualifications
- Deep sector expertise: multi-decade senior leadership across cement, concrete manufacturing, and construction materials (Lafarge, National Gypsum, MMI).
- Financial and governance credentials: MBA and BSBA in Finance; audit oversight experience as Audit Committee Chair.
- Board skills relevant to BBCP: risk oversight, financial reporting processes, related-party transaction approvals, and cybersecurity oversight via Audit Committee charter mandates.
Equity Ownership
| Metric | As of Feb 26, 2024 | As of Feb 25, 2025 |
|---|---|---|
| Shares beneficially owned (Piecuch) | 21,590 | 21,590 |
| Ownership % of common shares | <1% (“*” per proxy) | <1% (“*” per proxy) |
| Pledging/hedging | Company policy prohibits hedging, margin accounts, and pledging of Company securities by directors. |
Say‑on‑Pay & Shareholder Feedback (FY2025)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 40,793,518 | 2,329,086 | 27,323 | 9,049,517 |
Related‑Party Transactions (Conflict Scan)
- FY2024–FY2025 proxies disclose related‑party transactions involving the CEO (facility lease interests) and UK operations (Camfaud lease), as well as compensation for CEO’s family members; none are attributed to Piecuch.
Governance Assessment
-
Strengths
- Independent Audit Committee chaired by Piecuch; charter oversight includes financial reporting, auditor independence, risk, cybersecurity, and related‑party review.
- Independence affirmed; executive sessions regularly held without management at Board and committee levels, supporting robust oversight.
- Attendance compliance across FY2023–FY2024; adequate meeting cadence for oversight.
- Strong shareholder support on FY2025 say‑on‑pay (40.8M For vs. 2.3M Against), signaling investor confidence in governance and pay practices.
- Hedging/pledging prohibition enhances alignment and reduces risk of misaligned incentives.
-
Watch items / potential concerns
- Director compensation is exclusively cash (no director equity grants), which may reduce long‑term ownership alignment versus typical equity retainers; Piecuch’s disclosed ownership is de minimis (<1%).
- Age and long tenure considerations (age 76; on Board since 2018) warrant continued focus on Board refreshment and succession planning—Board states Corporate Governance & Nominating Committee oversees CEO succession and management development.
- Historical industry roles (e.g., U.S. Concrete) are adjacent to BBCP’s markets; no current related‑party transactions disclosed involving Piecuch.
Overall: Piecuch brings significant sector and governance experience as Audit Chair, with strong independence and Board process indicators. The main alignment gap is the absence of director equity compensation and low personal ownership; consider monitoring Board refreshment and potential adoption of equity‑based director pay to strengthen long‑term alignment.