Ashley B. Smith
About Ashley B. Smith
Ashley B. Smith (age 63) is Chairman (since Jan 2023), Chief Executive Officer (since 2018), President (since 2012), and a Director (since 1994) at Smith‑Midland; he holds a B.S. in Business Administration from Bridgewater College and previously served as Vice Chair of the National Precast Concrete Association . Under his leadership, 2024 revenue grew 32% year over year to $78.5 million with net income rising to $7.675 million, while three-year TSR (value of a $100 investment from 12/31/2021) was $95 as of 12/31/2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Smith‑Midland | Vice President | 1990–2011 | Senior operating leadership prior to elevation to President/CEO . |
| Smith‑Midland | President | 2012–present | Oversaw product expansion and scaling; 2024 revenue up 32% YoY; operating income up to $9.9m . |
| Smith‑Midland | Chief Executive Officer | 2018–present | Strategic shift toward higher‑margin barrier rentals; barrier rentals +90% in 2024 . |
| Smith‑Midland | Chairman | Jan 2023–present | Combined Chair/CEO governance model; no lead independent director . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Bridgewater College | Board of Trustees | Not disclosed | Ongoing trustee service . |
| National Precast Concrete Association | Past Chairman | Not disclosed | Industry leadership credential . |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 377,344 | 13,234 | 401(k) match included in “All Other” . |
| 2023 | 329,059 | 11,982 | 401(k) match included in “All Other” . |
- Employment agreement terms (evergreen 3‑year rolling): initial base salary $300,000 with not less than 3% annual increases; annual bonus at Compensation Committee discretion; eligibility for long‑term cash/equity plans .
Performance Compensation
| Year | Cash Bonus ($) | Equity Awards Granted | Vesting/Equity Notes |
|---|---|---|---|
| 2024 | 82,915 | None disclosed | CAP commentary cites an equity vesting date of May 30, 2024 affecting fair value; no outstanding unvested awards at FYE 2024 . |
| 2023 | 24,150 | None disclosed | No outstanding unvested awards at FYE 2023 . |
Performance plan design and metrics:
- Annual incentive is determined by the Compensation Committee, potentially subject to performance goals; specific metric weightings/targets are not disclosed .
- Pay-versus-performance data (SEC 402(v)) indicates CAP tracking stock price/TSR; 2024 CAP declined vs SCT due to stock price movement into the May 30, 2024 vesting date .
Pay versus performance (PEO)
| Year | SCT Total – PEO ($) | Compensation Actually Paid – PEO ($) | TSR (Value of $100) | Net Income ($) |
|---|---|---|---|---|
| 2024 | 471,493 | 431,833 | 95 | 7,675,000 |
| 2023 | 365,191 | 665,971 | 84 | 795,000 |
| 2022 | 489,225 | (101,837) | 44 | 800,000 |
Vesting details (known disclosures)
| Date | Detail |
|---|---|
| May 30, 2024 | Equity vest date referenced in CAP discussion; CAP slightly below SCT due to stock price decrease into vest date . |
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Class | As of |
|---|---|---|---|
| Ashley B. Smith | 177,689 | 3.3% | June 2, 2025 . |
| Ashley B. Smith | 205,687 | 3.9% | June 3, 2024 . |
Additional alignment/overhang indicators:
- No stock options/RSUs outstanding for Ashley at 12/31/2024 or 12/31/2023 (no unvested overhang) .
- Insider trading policy prohibits short sales, hedging, holding in margin accounts, or pledging without prior CEO approval; no such advance approvals were granted to directors/NEOs in 2024 .
- No Rule 10b5‑1 or non‑Rule 10b5‑1 trading arrangements were adopted/terminated by directors/officers during Q4 2024 .
- Shares outstanding totaled 5,304,606 at 6/2/2025 (basis for % ownership) .
Employment Terms
| Term | Provision |
|---|---|
| Agreement | Employment Agreement dated Nov 11, 2020; evergreen automatic extension to maintain a three‑year term unless notice given 180 days before anniversary . |
| Base/Bonus | Initial base $300,000 with ≥3% annual increases; annual incentive at Compensation Committee discretion and goals; eligible for long‑term cash/equity plans . |
| Severance (No CIC) | If terminated without Cause or resigns for Good Reason outside 2 years after a CIC: 2.0× (Base Salary + Target Bonus or prior year bonus if higher), paid over 24 months; 24 months of health/other insurance . |
| Severance (Within 2 yrs post‑CIC) | Double‑trigger: lump sum 2.99× (Base Salary + Target Bonus or prior year bonus if higher); 24 months of health/other insurance . |
| Other | If disability: one year base salary in monthly payments plus bonus as specified; Accrued obligations and other benefits in standard cases . |
| Restrictive Covenants | Non‑compete and non‑solicit during employment and for two years thereafter . |
| Clawback | Company Clawback Policy filed as Exhibit 97 to 2024 Form 10‑K . |
Board Governance
- Roles/Independence: Ashley B. Smith serves as combined Chairman and CEO; the Company has no Lead Independent Director . Independent directors are James R. Bruner, Read Van de Water, and Richard Gerhardt; Ashley and Matthew I. Smith are not independent (employees) .
- Committees:
- Audit Committee: Bruner (Chair), Van de Water, Gerhardt; Bruner designated “financial expert” .
- Compensation Committee: Gerhardt (Chair), Bruner, Van de Water .
- Nominating & Governance Committee: Van de Water (Chair), Bruner, Gerhardt .
- Meetings/Attendance: The Board met five times in 2024; all directors attended all Board/committee meetings except Gerhardt missed one Board meeting .
- Family relationships: Ashley and director/executive Matthew I. Smith are brothers; both are sons of former CEO Rodney I. Smith; no related‑party transactions requiring Item 404 disclosure for 2024 .
- Director compensation (independents): $40,000 cash retainer for 2024; intended $15,000 in equity for 2024 was instead paid in cash in Feb 2025; management directors (Ashley, Matthew) receive no extra director fees .
Say‑on‑Pay and shareholder votes (2025 meeting):
- Directors elected with strong support; say‑on‑pay advisory passed (For: 3,045,521; Against: 13,362; Abstain: 6,832) .
Related Party and Risk Indicators
- Royalty agreement with former CEO Rodney I. Smith: $99,000 annually for assigned patents; continues while inventions are used .
- Internal control weaknesses: Material weaknesses in ICFR and deficiencies in control environment/process/IT general controls as of 12/31/2024; remediation plan includes CFO hire (April 2025) and expanded controls documentation .
- Listing compliance: Received Nasdaq notice on April 17, 2025 for late 2024 10‑K filing; subsequently filed 10‑K on May 27, 2025 .
- Legal proceedings: No material litigation .
- Insider trading constraints: Pledging/hedging prohibited absent approval; none granted in 2024 .
Director Compensation (For Directors)
| Component | Amount/Policy |
|---|---|
| Annual retainer (cash, independents) | $40,000 for 2024 . |
| Equity (independents) | $15,000 intended for 2024; paid in cash in Feb 2025 . |
| Committee chair fees | Not separately disclosed for 2024 (legacy 2023 cash‑per‑meeting structure replaced by flat retainer) . |
| Management directors | No additional director pay (Ashley B. Smith, Matthew I. Smith) . |
| Reimbursements | Out‑of‑pocket expenses reimbursed . |
Compensation Structure Analysis
- Cash vs equity mix shifted toward cash: No equity grants disclosed for Ashley in 2023–2024, and no outstanding awards at year‑end; 2024 independent director equity was also cash‑settled in 2025, reducing equity issuance and near‑term sale pressure but also lowering performance‑linked equity exposure .
- Pay‑for‑performance alignment: CAP closely tracked TSR movements; 2024 CAP modestly below SCT due to share price at May 30, 2024 vest date; 2023 CAP was elevated on strong stock appreciation .
- Golden parachute magnitude: 2.99× CIC cash multiple (double‑trigger) plus 24 months of benefits; 2.0× multiple outside CIC; these are on the higher end for a smaller public company and could be a consideration in change‑of‑control scenarios .
- Clawback policy present; no disclosed gross‑ups .
Equity Plan and Supply
| Item | Detail |
|---|---|
| Equity Plan reserve | 89,303 shares available as of 12/31/2024 under 2016 Equity Incentive Plan . |
| Executive overhang | No options/RSUs outstanding for Ashley at 12/31/2024 . |
| Pledging/Hedging | Prohibited without advance approval; no approvals granted in 2024 . |
Performance & Track Record (Company)
| Metric | 2024 | 2023 |
|---|---|---|
| Revenue ($) | 78,508,000 | 59,580,000 |
| Operating Income ($) | 9,899,000 | 1,118,000 |
| Net Income ($) | 7,675,000 | 795,000 |
| Barrier Rentals ($) | 12,019,000 | 6,330,000 |
| Backlog ($, approx, early March) | 59.5m (as of 3/3/2025) | 60.8m (as of ~early 2024) |
Company commentary attributes growth to product/rental mix (notably barrier rentals), improved cost absorption, and utility product demand (data center‑driven) .
Investment Implications
- Alignment and dilution: With no outstanding equity awards for Ashley and a disciplined equity plan reserve, near‑term insider selling pressure from vesting appears limited; insider policies restricting pledging/hedging further reduce adverse alignment risks .
- Incentive risk/reward: Lack of disclosed performance metric weightings reduces transparency into the annual bonus construct; however, CAP vs TSR linkage suggests realized pay sensitivity to shareholder returns .
- Retention economics: Double‑trigger CIC at 2.99× and 2.0× outside CIC provide strong protection; restrictive covenants (2‑year non‑compete/non‑solicit) mitigate post‑termination competitive risk .
- Governance risk: Combined Chair/CEO, family on the Board, and no Lead Independent Director elevate independence concerns, partially offset by fully independent Audit/Comp/Nominating committees and strong say‑on‑pay support .
- Execution risk: Material weaknesses in ICFR and the late 10‑K filing (since remediated by new CFO appointment and control enhancements) remain a watch item; nonetheless, 2024 performance inflected strongly with significant margin expansion and earnings growth .