Tom Armstrong

About Tom Armstrong

Independent Class III Director at Concrete Pumping Holdings, Inc. (BBCP) since April 2021; age 71; Georgia Tech B.S. in Industrial and Systems Engineering . Serves on the Audit Committee (designated an SEC “audit committee financial expert”) and Compensation Committee; tenure runs through the 2027 annual meeting . The Board has determined Mr. Armstrong is independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Committee memberships: Audit Committee (member; Armstrong designated “audit committee financial expert”), Compensation Committee (member). Chairs: Audit—John M. Piecuch; Compensation—Brian Hodges; Corporate Governance & Nominating—Howard D. Morgan .
• Independence and structure: Majority-independent board; Armstrong deemed independent; Chair and Vice Chair are non-executive; independent directors meet in regular executive sessions without management .
• Attendance and engagement: In FY2024 the Board met 7 times; Audit 4; Compensation 4; Governance 1; all directors attended at least 75% of applicable meetings; nine directors attended the 2024 annual meeting .
• Election results (shareholder support): Armstrong re-elected as Class III director on April 11, 2024 (Votes For: 39,846,224; Withheld: 5,839,799; Broker Non-Votes: 5,401,439) .

Say-on-Pay & Shareholder Feedback

Implication: Strong say‑on‑pay support persisted in 2024–2025, a constructive signal for the Compensation Committee on which Armstrong serves .

Fixed Compensation

• BBCP compensates non-employee directors solely via cash retainers; chair roles receive an additional $50,000 (Armstrong is not a chair) .

Performance Compensation

• No equity awards (RSUs/Options) or meeting fees disclosed for non-employee directors; compensation limited to cash retainers; no other material arrangements present .

Governance note: Absence of director equity grants may reduce direct alignment with long-term shareholder returns relative to peers that emphasize equity for directors .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit committee financial expert designation; financial literacy confirmed .
• 40+ years across metals casting/steel manufacturing and engineered industrial products; prior CEO/COO roles in heavy industry .
• Engineering background (Georgia Tech) aligns with operational and process disciplines .

Equity Ownership

Ownership alignment: Armstrong’s shareholding is modest relative to total shares outstanding; BBCP’s anti-hedging/pledging policy supports alignment safeguards .

Governance Assessment

• Positives

  • Independence and expertise: Armstrong is independent and the Audit Committee’s designated financial expert—supportive of high-quality oversight of financial reporting, related-party reviews, and cyber/risk oversight .
  • Shareholder support: Strong 2024 director election result and robust say‑on‑pay approvals in 2024 and 2025 indicate investor confidence in board stewardship and pay practices (relevant to the Compensation Committee where Armstrong serves) .
  • Board processes: Regular independent executive sessions; ability to retain outside advisors; clear committee charters and risk oversight delineation .

• Watch items

  • Compensation mix: Director pay is 100% cash with no disclosed equity component, which may dampen long-term ownership alignment versus boards that grant annual equity to directors .
  • Ownership: Armstrong’s personal holdings (<1%) are limited; BBCP lacks disclosed director stock ownership guidelines, reducing formal alignment requirements (policy-level hedging/pledging bans partially mitigate) .
  • Interlocks: Historical Bradken link with the current Vice Chair/Comp Committee Chair (Hodges) warrants periodic check-ins on independence of judgments, especially on compensation and audit matters; both are explicitly deemed independent under Nasdaq rules .

Related-Party Exposure

• No Armstrong-specific related-party transactions disclosed. The Audit Committee (which includes Armstrong) oversees related-party policies; disclosed transactions primarily involve leases tied to the CEO (Eco-Pan facility) and a U.K. facility trust; family employment disclosures relate to CEO’s sons in operations .

Board Activity and Attendance

• FY2024 meetings: Board (7), Audit (4), Compensation (4), Governance (1); all directors met ≥75% attendance thresholds; nine directors attended the 2024 annual meeting .

Committee Assignments (Armstrong)

Overall: Armstrong contributes significant industrial and financial oversight experience and serves on the two highest-impact committees for investor confidence (Audit and Compensation). Key alignment enhancements could include disclosed director equity grants or formal ownership guidelines; continued monitoring of independence around historical interlocks is prudent .