Gordon Strout
About Gordon Strout
Gordon Strout is a director of CAPS who joined the Board in March 2025; he is 62 years old and holds a bachelor’s degree from the University of Miami, Coral Gables, Florida . He built and led industrial distribution businesses (Instone and Total Lubrication, a Mobil-branded lubricants distributor), acquired a majority equity position in 2004, partnered with Brookstone Partners in 2006, served as President and CEO through April 2021, then transitioned to Executive Chairman of the Instone board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Industrial supply and heating oil businesses | Founder/Operator | 1985–1989 (heating oil sold before 1989); industrial supply continued | Founded and operated small industrial supply and heating oil businesses; sold heating oil business; purchased father’s minority stake in the industrial supply company in 1989 . |
| Instone and Total Lubrication (Mobil-branded distributor) | Owner/Operator | 1989–2004 | Instone and Total Lubrication grew out of the industrial supply business; acquired majority equity position in 2004 . |
| Instone | Majority Owner; Partnered with Brookstone Partners | 2004–2006 | Partnered with Brookstone Partners in 2006 . |
| Instone | President & CEO | 2006–Apr 2021 | Led operations as President & CEO through April 2021 . |
| Instone | Executive Chairman | Apr 2021–present | Transitioned to Executive Chairman of the Instone board in April 2021 . |
External Roles
| Organization | Role | Tenure | Linkage to CAPS |
|---|---|---|---|
| Instone | Executive Chairman | Apr 2021–present | Non-CAPS role; demonstrates sector leadership experience . |
| Nectarine Management LLC | Principal owner | Not disclosed | Nectarine controls all outstanding Series B Preferred Stock of CAPS and holds consent rights over certain corporate actions; Strout is among principal owners (with Michael Toporek, Matthew E. Lipman, and John M. Holliman, III) . |
| Gordon Rocks, Inc. | Control person | Not disclosed | Entity controlled by Strout; party to Master Exchange Agreement that exchanged TotalStone membership interests for 822,128 CAPS shares on Mar 7, 2025 . |
Board Governance
- Committee assignments: Strout is not listed as a member of the Audit, Compensation, or Nominating and Corporate Governance Committees, which are composed of other directors (Audit: Holliman chair, Howse, Feldman; Compensation: Feldman chair, Dana, Holliman; Nominating: Dana chair, Howse, Feldman) .
- Independence status: The Board identified independent directors as Charles Dana, Fredric J. Feldman, Ph.D., Elwood D. Howse, Jr., and John M. Holliman, III; Strout is not included in the independence determination list .
- Lead Independent Director: Charles “Chuck” Dana is the Lead Independent Director (since March 2025) .
- Tenure on CAPS Board: Director since March 2025 .
- Attendance/engagement: Specific board meeting attendance rates are not disclosed in the proxy .
- Code of Ethics: CAPS maintains a Code of Business Conduct and Ethics applicable to officers, directors, and employees .
Fixed Compensation
| Component | Amount | Timing | Notes |
|---|---|---|---|
| Annual cash retainer (directors) | $20,000 | Paid quarterly in arrears | Adopted in connection with the public offering on March 7, 2025; applies to director compensation plan . |
Prior to the public offering, director compensation of $48,000 annually applied to service by Holliman and Toporek for 2024 and 2023; Strout joined in March 2025 after the offering, so his compensation falls under the $20,000 annual plan .
Performance Compensation
- The proxy describes a director compensation plan consisting of an annual cash retainer; it does not disclose equity awards (RSUs/PSUs), options, performance metrics, or meeting/committee fees for directors in 2025 .
Other Directorships & Interlocks
| Entity | Nature | Details |
|---|---|---|
| Nectarine Management LLC | Preferred stock/control interlock | Nectarine controls CAPS’s Series B Preferred Stock and consent rights; principal owners include Strout; Board proposal contemplates payments to Nectarine for consents, with Strout and other interested directors committing to recuse from related votes . |
| Gordon Rocks, Inc. | Related entity | Controlled by Strout; received 822,128 CAPS common shares via Master Exchange Agreement on Mar 7, 2025 . |
| BP Peptides, LLC | Related-party exposure | Strout has an interest in BP Peptides, LLC but does not control it; control is held by Matthew Lipman and Michael Toporek . |
Expertise & Qualifications
- Industrial distribution leadership: Built and scaled Instone and Total Lubrication; majority equity owner; partnered with Brookstone Partners; President & CEO through Apr 2021; Executive Chairman thereafter .
- Education: Bachelor’s degree, University of Miami (Coral Gables, FL) .
- Board-relevant experience: Long-tenured operating and executive leadership in industrial supply and lubricants distribution .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 863,628 | As of Sept 24, 2025; 6,306,205 shares outstanding . |
| Ownership as % of outstanding | 13.68% | Based on shares outstanding; voting power 11.83% . |
| Percentage of voting power | 11.83% | As disclosed in beneficial ownership table . |
| Shares received via exchange | 822,128 | Gordon Rocks, Inc. (controlled by Strout) received CAPS shares on Mar 7, 2025 in exchange for TotalStone membership interests . |
| Interest in BP Peptides, LLC | Interest, non-controlling | Footnote states Strout has an interest but does not control BP Peptides, LLC . |
10b5-1 trading plans: None disclosed for directors/officers .
Governance Assessment
- Alignment: Strout’s significant beneficial ownership (13.68%) suggests material equity exposure alongside Board service .
- Independence: The Board’s independence determination does not include Strout; he is not designated independent under Nasdaq rules in the proxy .
- Committee influence: Strout holds no committee seats (Audit, Compensation, Nominating/Governance), limiting committee-level oversight and influence .
- Related-party/consent-rights exposure: Strout is a principal owner of Nectarine, which controls Series B Preferred consents; Board seeks approval for possible future payments to Nectarine for consents, with recusal commitments noted—this structure poses ongoing conflict and influence risks .
- Transactions/ownership interlocks: Gordon Rocks, Inc. controlled by Strout received 822,128 CAPS shares in a restructuring; additional related-party note balances and fees exist with Brookstone-related entities (CEO/Chairman-controlled), increasing perceived related-party density around the Board .
- Legal proceedings and family relationships: None disclosed for directors; no 10b5-1 plans—neutral from a risk standpoint .
RED FLAGS
- Principal ownership in Nectarine Management LLC with consent rights over corporate actions; Board proposal to approve future payments to Nectarine for consents (potential entrenchment and cost/dilution risk); Strout recuses from related votes but structural conflict persists .
- Large share issuance to Gordon Rocks, Inc. (controlled by Strout) via restructuring exchange—heightens perceived related-party influence and concentration of ownership among insiders .
- Not listed as independent by Board; combined with the above, raises investor concerns about board independence and effectiveness .