Frank Lucente
About Frank S. Lucente
Frank S. Lucente (age 79) has served as an independent director of Energy Services of America (ESOA) since June 19, 2019. He is a retired Naval officer with an MBA in marketing from Marshall University. Lucente founded and leads Sam’s Hot Dogs, Inc., co‑founded Rocco’s Restaurants, Inc., and chairs Rocco’s Italian Specialty Foods, Inc.; he previously served on the Waynesboro, VA city council (vice mayor and mayor stints). He beneficially owns 312,010 ESOA shares (1.9%) and is designated independent under Nasdaq standards . As mayor of Waynesboro, VA, he served July 1, 2010–June 30, 2012 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Energy Services of America (ESOA) | Director (Independent) | Appointed Jun 19, 2019; current term to 2025 | Audit Committee member; Compensation Committee member |
| Waynesboro, VA (City Council) | Council member; Vice Mayor; Mayor | 2005–2016 (council); Mayor 2010–2012 | Municipal governance, budget/tax oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sam’s Hot Dogs, Inc. | Founder, Owner, President | 1983–present | Multi‑state franchise; entrepreneurship and operations experience |
| Rocco’s Restaurants, Inc. | Co‑founder | n/d | Hospitality operations |
| Rocco’s Italian Specialty Foods, Inc. | Chairman of the Board | Since 2014 | Food manufacturing/distribution oversight |
Board Governance
- Independence: Board determined Lucente is independent under Nasdaq listing standards; no transactions were considered in determining independence beyond those required to be reported .
- Committees: Audit Committee member (financially literate; Mark Prince is chair and financial expert), met seven times in FY2024; Lucente signed the Audit Committee report. Compensation Committee member (with Joseph Williams and Mark Prince), no written charter; met once in FY2024. Nominating duties handled by independent directors (no written charter), met once in FY2024 .
- Attendance/Engagement: Board held 12 regular and one special meeting in FY2024; one director (Amy Abraham) attended <75%. No attendance issues disclosed for Lucente; all directors attended the 2024 Annual Meeting .
- Auditor oversight: Audit Committee oversaw dismissal of Baker Tilly and engagement of Urish Popeck; no disagreements or reportable events; Urish fees disclosed (audit $538k; audit‑related $35k; tax $0) .
- Shareholder votes (2025 AGM): Lucente received 8,690,237 votes “For,” 159,282 “Withheld,” with 3,719,583 broker non‑votes; say‑on‑pay passed (8,605,502 For), and “one year” frequency received 8,452,634 votes .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $23,000 | $2,000/month Nov 2023–Sep 2024; $1,000 for Oct 2023 |
| Committee fees | $0 | No fee payments for committee participation |
| Meeting fees | $0 | Not disclosed/none paid |
| Equity grants | $0 | No outstanding stock awards or options for directors as of Sep 30, 2024 |
Performance Compensation
| Element | Metrics | Grant Date | Shares/Units | Fair Value | Vesting |
|---|---|---|---|---|---|
| None disclosed for non‑employee directors | n/a | n/a | n/a | n/a | n/a |
The Compensation Committee did not engage an external compensation consultant in FY2024 .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed (public company boards) | n/a | n/a | n/a |
Expertise & Qualifications
- MBA in marketing (Marshall University), retired Naval officer; founder/owner/operator experience across multi‑location franchise and restaurants; board chair in specialty foods .
- Financial literacy sufficient for Audit Committee; contributes to Audit Committee oversight and signed committee report .
- Public sector governance experience (city council; mayor) supports policy and stakeholder engagement .
Equity Ownership
| Holder | Beneficial Shares | % of Common | Notes |
|---|---|---|---|
| Frank S. Lucente | 312,010 | 1.9% | As of Sep 30, 2024; none of directors’/officers’ shares pledged as collateral |
- Insider trading policy: Anti‑hedging policy prohibits short sales and transactions in publicly traded options, hedging or monetization; Section 16(a) filings were timely in FY2024 .
Governance Assessment
- Strengths:
- Independence and strong ownership alignment: 1.9% beneficial stake; no share pledging; anti‑hedging policy enhances alignment .
- Active committee roles: Audit Committee member with seven meetings in FY2024; Compensation Committee member; Lucente is part of independent director cohort handling nominations .
- Shareholder support: Robust “For” votes for Lucente’s election; say‑on‑pay approved; “one year” frequency adopted, indicating ongoing investor input on pay .
- Watch items:
- Compensation Committee lacks a written charter and met only once in FY2024—could signal limited formalization of pay governance processes; scrutiny warranted as ESOA grows .
- Directors currently receive cash‑only retainers with no equity retainer; while Lucente’s personal stake provides alignment, broader board equity compensation could strengthen collective alignment over time .
- Conflicts/Related Parties:
- No related‑party transactions involving Lucente disclosed; independence affirmed with no additional transactions considered in independence determination .
Say‑on‑Pay & Shareholder Feedback
| Item | For | Against | Abstain | Broker Non‑Vote |
|---|---|---|---|---|
| 2025 Say‑on‑Pay | 8,605,502 | 218,968 | 25,049 | 3,719,583 |
| Frequency Vote | One Year | Two Years | Three Years | Abstain | Broker Non‑Vote |
|---|---|---|---|---|---|
| 2025 Frequency | 8,452,634 | 31,761 | 334,605 | 30,519 | 3,719,583 |
Board determined annual say‑on‑pay going forward (until next frequency vote by 2031) .
Director Compensation Peer Group and Consultants
- No compensation consultant engagement for FY2024 in setting executive and director pay . Peer group details for director compensation not disclosed.
Risk Indicators & Red Flags
- RED FLAG: Compensation Committee has no written charter and met just once in FY2024, which may indicate limited formal pay oversight structure .
- Auditor change executed under Audit Committee oversight with no disagreements or reportable events—neutral signal (process in place) .
- No Section 16(a) delinquencies; anti‑hedging policy in place; no pledging disclosed—positive alignment indicators .
Related Party Transactions
- FY2024 disclosures list transactions (e.g., Corns Enterprises promissory note and lease; CSS equipment rentals) not involving Lucente; no Lucente‑related transactions disclosed .