David Sgro
About David D. Sgro
David D. Sgro (age 49) is an independent Class II Director at Pangaea Logistics Solutions (PANL), serving as Audit Committee Chair and designated audit committee financial expert. He is Head of Research at Jamarant Capital Management since 2015; previously Senior Managing Director at Crescendo Partners (2005–2021), and CFO/Secretary/Director of Quartet Merger Corp. He holds a BS in Finance (The College of New Jersey), MBA (Columbia Business School), is a CFA charterholder, and serves as adjunct faculty at The College of New Jersey and guest lecturer at Columbia Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crescendo Partners | Senior Managing Director | 2005–2021 | Capital markets, M&A; board experience |
| Quartet Merger Corp. | CFO, Secretary, Director | Not disclosed | Led SPAC operations; predecessor vehicle that later merged into PANL per board bios |
| Management Planning, Inc. (MPI) | Analyst → Senior Analyst | Not disclosed | Valuation of private companies |
| MPI Securities | Associate | Not disclosed | Boutique investment banking |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Legato Merger Corp. III | Director | Presently serves (proxy language) | SPAC governance |
| Algoma Steel, Inc. | Director | Presently serves (proxy language) | Steel manufacturing |
| Legato Merger Corp. II | Director | Served | SPAC |
| Legato Merger Corp. | Director | Served | SPAC |
| Allegro Merger Corp. | Director | Served | SPAC |
| Hill International | Director | Served | Construction management |
| NextDecade Corporation | Director | Served | LNG development |
| Trio / Primoris Services Corporation | Director | Served | SPAC and construction services |
| Bridgewater Systems, Inc. | Director | Served | Software |
| SAExploration Holdings | Director | Served | Seismic exploration |
| Harmony Merger Corp. | Director | Served | SPAC |
| Imvescor Restaurant Group | Director | Served | Restaurants |
| BSM Technologies | Director | Served | Technology |
| COM DEV International Ltd. | Director | Served | Aerospace/tech |
| Academia | Adjunct faculty; guest lecturer | Ongoing | The College of New Jersey; Columbia Business School |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member; not on Nominating & ESG Committee .
- Independence: Board affirms Sgro meets Nasdaq Rule 5605(a)(2) independence; all committee members meet applicable independence requirements .
- Financial expert: Designated audit committee financial expert by the Board .
- Meetings: 2024 meetings held—Audit (4), Compensation (11), Nominating & ESG (4). Individual attendance rates are not disclosed in the proxy .
- Lead Independent Director: Carl Claus Boggild .
- Risk oversight: Audit Committee overseeing remediation of a material weakness in revenue recognition controls (ASC 606); plan includes enhanced review procedures and voyage accounting validations .
Fixed Compensation
| Year | Fees Earned or Paid in Cash (USD) | Stock Awards (USD, grant-date FV) | Total (USD) |
|---|---|---|---|
| 2024 | $117,500 | $120,000 (restricted shares, fully vested upon grant) | $237,500 |
- Non-employee director program: combination of cash and restricted shares under the 2024 LTIP; director stock awards are fully vested upon grant and valued per ASC 718 .
Performance Compensation
| Item | Details |
|---|---|
| Performance metrics tied to director pay | Not disclosed; director equity awards are time-unconditioned (fully vested at grant) |
| Options or PSUs for directors | None disclosed for directors in 2024 |
Other Directorships & Interlocks
| Potential Interlock/Link | Detail | Governance Note |
|---|---|---|
| Quartet Merger Corp. → PANL | Sgro was CFO/Secretary/Director of Quartet; PANL’s board biography indicates Quartet was one of the SPACs that later merged with PANL, creating a historical linkage . | Board still determined Sgro is independent under Nasdaq/SEC rules . |
| Broader SPAC involvement | Current/past roles across multiple SPACs (Legato series, Allegro, Harmony) . | No compensation committee interlocks disclosed in FY2024; committee composed solely of independents . |
Expertise & Qualifications
- Finance, capital markets, and M&A leadership; extensive public company board experience .
- Audit Committee financial expert designation; strong financial literacy .
- Education/credentials: BS Finance (TCNJ), MBA (Columbia), CFA charterholder; adjunct faculty at TCNJ; guest lecturer at Columbia .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| David D. Sgro | 347,660 | <1% (table denotes “— %”) |
- Company-wide insider trading policy applies to directors; includes blackout periods and pre-clearance .
- No pledging/hedging disclosures specific to Sgro; not discussed in proxy.
Governance Assessment
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Strengths
- Audit Committee Chair and designated financial expert, directly engaged in ICFR remediation oversight—supports investor confidence in financial reporting .
- Independence affirmed by Board and committees; Compensation Committee comprised entirely of independent directors; no interlocks in FY2024 .
- Significant capital markets and board experience across multiple industries, useful for risk oversight and strategic evaluation .
- Clawback policy adopted (Nov 2023) covering bonuses/equity upon restatements, enhancing accountability .
-
Watch items and potential red flags
- Director equity grants are fully vested at grant, reducing vesting-based retention/alignment features versus time- or performance-vested structures .
- Extensive external board/SPAC activity may pose bandwidth considerations; the proxy does not disclose individual attendance rates to calibrate engagement .
- Related party transactions exist at the company level (e.g., MTM Ship Management partial ownership by an unspecified director), reviewed by the Audit Committee; proxy does not identify Sgro as involved in related-party transactions .
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Contextual note
- Material weakness (ASC 606) disclosed with remediation underway; as Audit Chair, Sgro’s effectiveness will be visible through resolution and controls enhancements .