Eric B. Blashford
BROADWINDAbout Eric B. Blashford
Eric B. Blashford, age 60, serves as President & Chief Executive Officer (since March 1, 2020) and as a director of Broadwind, Inc.; he previously held COO and segment president roles within Broadwind and has deep manufacturing and finance credentials, including a BS in Accounting (University of Akron), MBA (Kent State), and non‑practicing CPA licensure in Ohio . Pay-versus-performance disclosures show Company TSR values of $22.57 (2022), $34.93 (2023), and $23.71 (2024), with net income of $(9,730)k, $7,649k, and $1,152k, respectively, illustrating variability in shareholder returns and profitability through his tenure . In 2024, Broadwind generated $143 million of revenue and $4.2 million of operating income; management emphasized backlog quality and targeted cost actions amid segment demand shifts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Broadwind, Inc. | President & CEO; Director | Since Mar 1, 2020 | Led strategy pivot toward power generation/infrastructure; capital allocation focus and capacity consolidation . |
| Broadwind, Inc. | Chief Operating Officer | May 2018 – Feb 2020 | Oversaw consolidated operations ahead of CEO promotion . |
| Broadwind Heavy Fabrications, Inc. (fka Broadwind Towers) | President | Oct 2014 – May 2019 | Led precision structures manufacturing; diversification beyond wind . |
| The Heico Companies (Barko Hydraulics; Pettibone Traverse Lift; Tiffin Parts) | President, group of businesses | Jan 2012 – Oct 2014 | Managed heavy-duty vehicle OEMs and parts across forestry/material handling/oil & gas/construction end markets . |
| The Scott Fetzer Co. | President, group of companies | Five years prior to Jan 2012 | Led businesses in truck equipment, electrical fittings, and industrial equipment markets . |
| Waltco Truck Equipment Company | Accounting and operations roles | Not disclosed | Early career in accounting/operations within industrial equipment . |
External Roles
- No external public company directorships or committee roles for Mr. Blashford are disclosed in the proxy biography .
Fixed Compensation
| Item | 2024 | 2025 |
|---|---|---|
| Base Salary | $440,003 | $455,000 |
| Target Annual Bonus (% of base) | 75% (CEO) | 75% (structure unchanged) |
| Actual Annual Bonus Paid | $91,359 (2024 STIP) | Not disclosed |
Performance Compensation
Annual STIP design and 2024 outcomes (CEO)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Consolidated EBITDA ($) | 50% | 12,961,000 | 16,351,000 | 19,741,000 | 13,325,000 | 55.4% of this component |
| Diverse Revenue ($) | 25% | 60,563,000 | 71,251,000 | 81,939,000 | 44,409,000 | 0.0% |
| Cash Conversion Cycle (days) | 25% | 67 | 58 | 49 | 72 (Consolidated) | 0.0% |
- 2024 STIP payout to CEO: $91,359 .
Long-Term Incentive Program (LTIP) grants and structure
| Grant Year | Target LTIP (% of base) | Time-based RSUs Granted | Performance-based RSUs Granted | Vesting | Performance Outcome |
|---|---|---|---|---|---|
| 2022 | 75% | 59,766 | Unearned units outstanding 146,094 at YE 2024 | Time-based RSUs vest 1/3 annually; PBRSUs vest in full at 3 years on metric | PI achieved 9.66 → 200% of PBRSU target for 2022–2024 cycle |
| 2023 | 75% | 35,423 | 43,295 | Time-based RSUs vest 1/3 annually; PBRSUs vest in full at 3 years on metric | Grant at floor basis $4.11 |
| 2024 | 75% | 54,596 | 66,728 | Time-based RSUs vest 1/3 annually; PBRSUs vest in full at 3 years on metric | Grant at floor basis $2.72 |
- LTIP design metric: Performance Index = ((Consolidated EBITDA × Target Multiple) − Average Net Debt) ÷ Average Shares Outstanding; 3-year performance cycles .
Equity Ownership & Alignment
- Beneficial ownership: 529,860 shares, 2.4% of outstanding .
- Ownership guidelines: CEO required to hold 5× base salary in shares; all directors and executives currently in compliance .
- Hedging/pledging: Prohibited for directors and designated persons; pre-clearance required for any Company securities transactions .
- Director pay: As CEO, he receives no additional compensation for Board service .
Unvested/Unearned equity as of 12/31/2024 (CEO)
| Grant Date | Type | Units Unvested/Unearned | Market/Payout Value |
|---|---|---|---|
| 5/16/2024 | Time-based RSUs | 54,596 | $102,640 (at $1.88) |
| 5/16/2024 | Performance-based RSUs | 66,728 | $125,449 (at $1.88) |
| 5/25/2023 | Time-based RSUs | 23,616 | $44,398 (at $1.88) |
| 5/25/2023 | Performance-based RSUs | 43,295 | $81,395 (at $1.88) |
| 4/25/2022 | Time-based RSUs | 19,922 | $37,453 (at $1.88) |
| 4/25/2022 | Performance-based RSUs | 146,094 | $274,657 (at $1.88) |
- Stock options: No unexercised options held as of YE 2024 .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment agreement (CEO) | Initial base $400,000; target bonus up to 75% of base; LTIP target 75% of base; $1.5M term life . |
| Termination without Cause / for Good Reason (pre‑CoC) | Lump sum equal to 18 months base salary; unpaid prior-year bonus (based on actual performance); pro‑rata target bonus for year of termination (based on actual or target if not determinable); 18 months COBRA . |
| Change-in-control (within 1 year) and termination without Cause / for Good Reason | Lump sum equal to 2 years base salary; unpaid prior-year bonus (actual); pro‑rata target bonus for year of termination (actual or target if not determinable); 18 months COBRA; accelerated vesting of unvested options/RS awards (double trigger) . |
| Restrictive covenants | 18‑month non‑solicit and non‑compete; confidentiality . |
| Excise tax gross‑ups | None on change-in-control benefits . |
| Clawback | Updated to comply with Exchange Act §10D and NASDAQ; recovery of incentive compensation upon restatements; prior policy allowed discretionary recovery for misconduct and restatements . |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 investment based on Company TSR ($) | 22.57 | 34.93 | 23.71 |
| Net Income (Loss) ($000s) | (9,730) | 7,649 | 1,152 |
- 2024 operational highlights: Revenue $143 million; operating income $4.2 million; strong liquidity with cash and excess availability nearly $33 million; segment order strength particularly within Industrial Solutions .
- Management commentary (Q3 2025): capacity consolidation, overhead reductions, buyback authorization, order momentum and raised FY25 revenue guidance .
Board Governance
- Board service: Director since March 1, 2020; CEO dual role; not independent (only independent directors are non-executive members) .
- Board leadership: Independent Chairman (Cary B. Wood), providing independent oversight; Board evaluates leadership structure periodically .
- Committees: Audit, Compensation, Governance/Nominating; CEO not listed as a committee member; committee rosters disclosed and independent .
- Attendance and executive sessions: Board met 12 times in 2024; each director attended at least 87% of Board/committee meetings; independent director sessions scheduled at least twice per year .
Director Compensation
- As a management director, Mr. Blashford receives no separate director fees; non-employee director program includes quarterly cash retainer and annual RSUs, with 2024 cash retainer partially forfeited for expense reduction; RSU awards valued ~$50,000 and vest in May 2025 .
Compensation Committee Analysis
- Committee composition and independence; four meetings in 2024; FW Cook engaged as independent consultant for benchmarking, design, and regulatory updates .
- Governance features: Significant variable pay; no CoC excise tax gross‑ups; limited perquisites; ownership guidelines (CEO 5× salary); hedging/pledging prohibited; revised clawback policy compliant with SEC/NASDAQ .
- Say‑on‑Pay: 85% approval in 2024; annual advisory vote frequency .
- Peer group for benchmarking: American Superconductor; Argan; DMC Global; Eastern; Graham; Hurco; Natural Gas Services; Orion Energy Systems; Perma‑Pipe; Preformed Line Products; Twin Disc .
Equity Ownership & Alignment
| Ownership Element | Details |
|---|---|
| Total beneficial ownership | 529,860 shares; 2.4% of outstanding . |
| Vested vs unvested | Unvested/Unearned RSUs detailed above; options none outstanding . |
| Pledging/Hedging | Prohibited; pre‑clearance required; policy applies to directors/officers/key employees . |
| Stock ownership guidelines | CEO: 5× base salary; in compliance as of reporting . |
Employment Terms (Other NEO context for retention)
- CFO and segment president severance agreements: 12 months base salary for termination without Cause pre‑CoC (if employed ≥12 months); 18 months base salary if terminated without Cause within one year post‑CoC; 12‑month non‑compete/non‑solicit .
Investment Implications
- Pay-for-performance alignment: CEO variable pay is significant, with STIP metrics focused on EBITDA quality, revenue diversification, and working capital efficiency; 2024 outcomes led to a modest annual bonus, reflecting discipline around thresholds and liquidity measures .
- Equity incentives and vesting cadence: Multi-year PBRSU cycles with a performance index tied to EBITDA and leverage produced 200% payout for the 2022–2024 cycle; sizeable unearned PBRSU tranches and scheduled time-based vesting could create periodic supply; insider policies and pre‑clearance mitigate trading risk .
- Alignment and governance: Material personal share ownership, strict anti‑hedging/pledging, and a 5× salary ownership guideline support alignment; independent Chair and committee structures offset dual-role independence concerns .
- Retention and CoC economics: Double-trigger CoC protection (2× base, pro‑rata bonus, accelerated vesting) and 18‑month restrictive covenants balance retention with shareholder protections (no excise tax gross‑ups, clawback compliance), reducing adverse incentives around control transactions .