Eric Prouty
HUDSON TECHNOLOGIES INC /NYAbout Eric A. Prouty
Eric A. Prouty (age 55) has served as an independent director of Hudson Technologies, Inc. since September 2014 and is designated by the Board as an “audit committee financial expert.” His background spans 25+ years as a sell-side and buy-side equity research analyst focused on cleantech and sustainability, and he currently is a Partner at AdvisIRy Partners, a New York-based investor relations firm. He previously provided business development and capital markets consulting services to Hudson between May 2012 and December 2018. The Board has determined he is independent under NASDAQ Listing Rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Canaccord Genuity; Adams Harkness; Robertson Stephens; First Albany | Equity Research (sell-side/buy-side), sector focus on cleantech/sustainability | Jun 1992–Nov 2011 | Deep sector knowledge; basis for Audit Committee financial expert designation |
| Independent Consultant | Business development and capital markets consulting | Since Jan 2012 | Provided consulting services to Hudson at various times between May 2012 and Dec 2018 (related-party history) |
| Hudson Technologies, Inc. | Director | Since Sep 2014 | Audit Committee Financial Expert designation by the Board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AdvisIRy Partners (NY-based IR firm) | Partner | Current | Investor relations; capital markets expertise |
| Aqua Metals, Inc. | Director | Prior | Previously served on the board (no current role disclosed) |
| Pacific Green Technologies, Inc. | Director | Prior | Previously served on the board (no current role disclosed) |
Board Governance
- Committees: Audit (member), Compensation (member), Nominating & Governance (member). The Board designated Prouty as an “audit committee financial expert.”
- Independence: The Board determined Prouty is independent under NASDAQ Listing Rules.
- Attendance: In FY2024, the Board held six meetings; no incumbent director attended fewer than 75% of aggregate Board and applicable committee meetings.
- Committee activity: Audit Committee held four meetings; Compensation Committee two; Nominating & Governance Committee one in FY2024.
- Board leadership: Combined Chair/CEO (Coleman) with a Lead Independent Director (Abbatecola) overseeing independent director sessions and agendas.
- Governance policies: Insider Trading Policy prohibits director hedging (collars, options, derivatives). Clawback policy applies to executive incentive compensation in the event of restatement (Rule 10D-1/NASDAQ 5608).
Fixed Compensation
| Year | Annual Cash Fee (Structure) | Chair Fees (Structure) | Eric Prouty – Cash Paid | Notes |
|---|---|---|---|---|
| 2024 | $50,000 cash retainer (quarterly) | +$10,000 per committee chair (Audit, Compensation, EHS/Sustainability & Public Policy) | $75,000 | His cash total reflects the $50k base plus a portion of the post-AGM allowance elected as cash; no chair role disclosed for him in 2024 |
- Director compensation structure includes two post-AGM payments: $50,000 in equity, plus another $50,000 that can be equity or up to half in cash at each director’s choice; directors are reimbursed for expenses.
Performance Compensation
| Year | Equity Type | Eric Prouty – Equity Award Value | Vesting/Terms | Timing |
|---|---|---|---|---|
| 2024 | Stock options | $75,000 (grant-date fair value, Black-Scholes) | Director options typically vest immediately or over the first year; option term up to ten years (per plan/standard director practice) | Annual director equity grants are made 5 business days after the shareholders’ meeting |
- Plans in use: 2018, 2020, and 2024 Stock Incentive Plans (administration by Compensation Committee; grant rules per each plan).
- The director compensation table shows Prouty took his equity in the form of options rather than RSUs or stock in 2024.
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Notes |
|---|---|---|
| AdvisIRy Partners | Partner | IR/markets role; no Hudson related-party services disclosed currently (historical consulting to Hudson ended in 2018) |
| Aqua Metals, Inc. | Prior director | No current interlock disclosed with Hudson’s customers/suppliers |
| Pacific Green Technologies, Inc. | Prior director | No current interlock disclosed with Hudson’s customers/suppliers |
Expertise & Qualifications
- Designated Audit Committee Financial Expert by the Board based on extensive investment analyst experience.
- 25+ years in cleantech and sustainability sectors across sell-side/buy-side research; investor relations and capital markets consulting.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Components / Notes |
|---|---|---|---|
| Eric A. Prouty | 245,585 | * (<1%) | Includes options exercisable within 60 days: 60,000 @ $0.75; 2,726 @ $9.82; 4,744 @ $7.35; 11,737 @ $9.55; 21,739 @ $8.94 (100,946 total options) |
| As of record date | April 17, 2025 | — | Shares outstanding: 43,975,786 |
- Outstanding director options (as of 12/31/2024): Prouty held options to purchase 100,946 shares (aggregate across strikes).
- Anti-hedging: Directors are prohibited from hedging Hudson stock; pledging policy not disclosed in proxy.
Governance Assessment
- Strengths
- Independence and expertise: Prouty is independent and designated as an Audit Committee financial expert, adding technical oversight to audit and compensation matters.
- Engagement: No director fell below the ≥75% attendance threshold; the Audit and Compensation Committees are comprised solely of independent directors.
- Alignment mechanisms: Director pay includes equity options; hedging is prohibited, supporting alignment with shareholder outcomes.
- Watch Items / RED FLAGS
- Historical related-party exposure: Prouty provided consulting services to Hudson between 2012–2018; although historical, investors should monitor any future engagements with AdvisIRy Partners for potential conflicts.
- Nominating & Governance Committee composition: Includes CEO Coleman (non-independent) alongside Abbatecola and Prouty; while a majority independent, the presence of a non-independent member on a governance committee warrants monitoring.
- Director ownership guidelines: No explicit director stock ownership guidelines disclosed; inability to assess compliance/alignment levels vs. guidelines.
- Compensation mix (director):
- 2024: $75,000 cash and $75,000 option awards (total $150,000); mix includes equity but with options rather than RSUs/DSUs, implying higher leverage to stock price but potentially less retention certainty than RSUs.
- Signals for investor confidence
- Lead Independent Director structure and independent-only Audit/Compensation Committees add checks to combined Chair/CEO leadership model.
- Audit Committee report indicates standard PCAOB/SEC independence reviews with BDO; routine risk oversight assigned across committees.
Overall, Prouty’s capital markets and cleantech expertise, independence, and Audit Committee financial expert designation support board effectiveness; investors should keep an eye on governance committee composition and any future advisory/consulting relationships that could introduce related-party considerations.