Vincent Abbatecola
HUDSON TECHNOLOGIES INC /NYAbout Vincent P. Abbatecola
Independent director of Hudson Technologies since June 1994; age 79. He is the Board’s Lead Independent Director, chairing the Audit Committee and serving on the Compensation and Nominating & Governance Committees. Abbatecola is President of Abbey Ice & Spring Water (Spring Valley, NY) since May 1971; formerly Chairman of the National Packaged Ice Association. The Board affirms his independence under NASDAQ rules and highlights his multi-decade audit oversight experience in refrigeration-related industries .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abbey Ice & Spring Water | President | Since May 1971 | Executive experience; industry background relevant to refrigeration |
| National Packaged Ice Association | Chairman (former) | Not disclosed | Sector leadership; trade association governance |
| Hudson Technologies | Audit Committee Chair | “Over 25 years” | Led oversight of financial reporting and auditor independence |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Nyack Hospital | Board of Trustees | Community healthcare governance |
| United Hospice | Board | Non-profit oversight |
| St. Thomas Aquinas College | President’s Council | Academic advisory role |
Board Governance
- Board leadership: CEO also serves as Chairman; Abbatecola appointed Lead Independent Director to strengthen governance (sets agendas with Chair, leads independent director sessions) .
- Committees and roles:
- Audit: Chair; members include Abbatecola, Mansy, Parrillo, Prouty; 4 meetings in FY2024; Prouty is “audit committee financial expert” .
- Compensation: Member; Abbatecola, Bulgarino, Parrillo, Prouty; 2 meetings in FY2024 .
- Nominating & Governance: Member; Abbatecola, Coleman (not independent), Prouty; 1 meeting in FY2024; majority independent .
- Attendance: No incumbent director attended fewer than 75% of board and relevant committee meetings in FY2024; Board held six meetings plus one unanimous written consent .
- Independence: Board determined Abbatecola is independent under NASDAQ rules .
Fixed Compensation
Director pay structure (standard for non‑employee directors in 2024):
- Annual cash retainer: $50,000 .
- Committee chair premium (Audit/Comp/EHS&S/Public Policy): +$10,000 annually .
- Post‑annual meeting grants: $50,000 equity grant; plus $50,000 deliverable either fully in equity or up to half in cash and remainder in equity, five business days after the annual meeting .
2024 actual cash received by Abbatecola:
| Component | Amount (USD) |
|---|---|
| Cash fees | $72,500 |
Performance Compensation
Annual director equity awards:
- Option awards (grant date fair value): Abbatecola $87,500 in 2024 .
- Timing: Annual director equity grants are made five business days following the annual shareholders meeting .
- Typical director option terms: Immediate or first‑year vesting; up to 10‑year term .
Performance metric framework for directors:
| Item | Disclosure |
|---|---|
| Metrics tied to director equity (RSUs/Options) | None disclosed for directors; director awards are time‑based per practice |
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| None disclosed | — | Biography lists private company (Abbey Ice) and non‑profit roles; no public company directorships indicated . |
Expertise & Qualifications
- Longstanding audit oversight: Audit Committee chair “over 25 years,” deep familiarity with financial reporting and auditor independence processes .
- Industry experience: Over 25 years in refrigeration-related industry leadership; aligns with Hudson’s HVACR refrigerants business .
- Governance roles: Lead Independent Director responsibilities include agenda input and leading executive sessions of independent directors .
- Independence: Board determination of independence under NASDAQ rules .
Equity Ownership
Beneficial ownership as of April 17, 2025:
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Vincent P. Abbatecola | 217,939 | <1% | Includes exercisable options listed below |
Exercisable options detail:
| Strike Price | Shares |
|---|---|
| $9.82 | 5,452 |
| $7.35 | 4,744 |
| $9.55 | 20,540 |
| $8.94 | 25,362 |
Policy signals:
- Anti‑hedging: Company prohibits hedging transactions (collars, options, derivatives) by directors .
- Clawback: Board‑adopted clawback policy per SEC Rule 10D‑1/NASDAQ 5608 covering incentive compensation post restatement .
Governance Assessment
Strengths
- Lead Independent Director with multi‑committee engagement, offering counterbalance to combined CEO/Chair structure .
- Audit Committee leadership tenure and experience; committee composed entirely of independent directors; routine oversight of auditor independence .
- Solid attendance record; board and committees met regularly in FY2024 .
- Equity compensation and personal holdings (options/shares) support some alignment, with annual equity awards standardized and transparent .
Potential Risks and RED FLAGS
- Long tenure and age: Director since 1994 and age 79; some investors may view very long service as potential entrenchment risk affecting board refreshment and independence of thought (Board still affirms independence) .
- Ownership alignment: Beneficial ownership <1% may be viewed as modest “skin in the game” relative to peers; however anti‑hedging policy mitigates misalignment concerns .
- Combined CEO/Chair structure: Reliance on the Lead Independent Director role is critical for effective oversight; sustained rigor in executive sessions and committee independence remains essential .
- Related‑party exposure: Abbatecola leads Abbey Ice & Spring Water; no related‑party transactions involving him are disclosed in the 2025 proxy, but ongoing monitoring via Audit Committee is prudent .
Overall signal
- Board effectiveness enhanced by Abbatecola’s Lead Independent Director role and audit oversight; key risks are tenure/age and low ownership percentage, partly mitigated by strong committee independence, anti‑hedging, and established director equity grant practices .