Omega Flex Inc
For the period ended Dec 31, 2024. Filed Apr 29, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2024 · Filed Apr 29, 2025
Contents
PAY VERSUS PERFORMANCE
The following table sets forth information regarding the Company’s performance and the “compensation actually paid” to our principal executive officer (“PEO”) and Non-PEO named executive officers (“NEOs”), calculated in accordance with SEC disclosure rules:
Pay Versus Performance Table
| Year (1) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) (2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) (3) |
|---|---|---|---|---|
| (a) | (b) | (c) | (d) | (e) |
| 2024 | 966,735 | 877,464 | 941,031 | 869,125 |
| 2023 | 2,133,976 | 2,133,976 | 654,286 | 530,752 |
| 2022 | 2,598,910 | 2,598,910 | 614,767 | 412,596 |
| (1) | Dean W. Rivest is the PEO for 2024 and Kevin R. Hoben is the PEO for 2023 and 2022. The other NEOs for 2024 are: Kevin R. Hoben and Edwin B. Moran. The other NEOs for 2023 are: Dean W. Rivest, Matthew F. Unger, Edwin B. Moran and Susan B. Asch. The other NEOs for 2022 are: Dean W. Rivest, Matthew F. Unger, Edwin B. Moran and Timothy P. Scanlan. |
| (2) | Because Kevin R. Hoben does not have equity awards, there is no adjustment for 2023 or 2022. For 2024, the value included in this column reflects the adjustments to the values as shown in the PEO Adjustment Table below. |
| (3) | For each year, the values included in this column reflect the adjustments to the values as shown in the Non-PEO NEO Adjustment Table below. |
PEO Adjustment Table
| PEO NEO | 2024 | 2023 | 2022 |
|---|---|---|---|
| SCT Total for PEO (column(b)) | $966,735 | $2,133,976 | $2,598,910 |
| - aggregate change in actuarial present value of pension benefits | - | - | - |
| + service cost of pension benefits | - | - | - |
| + prior service cost of pension benefits | - | - | - |
| - SCT “Stock Awards” column value | 90,000 | - | - |
| - SCT “Option Awards” column value | - | - | - |
| + year-end fair value of equity awards granted in the covered year that were outstanding and unvested as of the covered year-end | 12,661 | - | - |
| -/+ year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | 2,420 | - | - |
| + vesting date fair value of equity awards granted and vested in the covered year | - | - | - |
| -/+ year-over-year change in fair value of equity awards granted in prior years that vested in the covered year | (4,037) | - | - |
| -/+ year-over-year change in fair value of equity awards vested in prior years not matured and paid in the covered year | (10,494) | - | - |
| -/+ change in fair value of equity awards vested in prior years that matured and were paid in the covered year | 180 | - | - |
| - fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | - | - | - |
| + dollar value of dividends/earnings paid on equity awards in the covered year | - | - | - |
| + excess fair value for equity award modifications | - | - | - |
| Compensation Actually Paid to PEO (column (c)) | $877,464 | $2,133,976 | $2,598,910 |
Non-PEO NEO Adjustment Table
| Average for Non-PEO NEOs | 2024 | 2023 | 2022 |
|---|---|---|---|
| Average SCT Total for Non-PEO NEOs (column(d)) | $941,031 | $654,286 | $614,767 |
| - aggregate change in actuarial present value of pension benefits | - | - | - |
| + service cost of pension benefits | - | - | - |
| + prior service cost of pension benefits | - | - | - |
| - SCT “Stock Awards” column value | 75,000 | 225,004 | 285,048 |
| - SCT “Option Awards” column value | - | - | - |
| + year-end fair value of equity awards granted in the covered year that were outstanding and unvested as of the covered year-end | 10,554 | 36,661 | 48,212 |
| -/+ year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | 2,015 | 19,544 | 27,660 |
| + vesting date fair value of equity awards granted and vested in the covered year | - | - | - |
| -/+ year-over-year change in fair value of equity awards granted in prior years that vested in the covered year | (2,547) | 2,941 | (7,625) |
| -/+ year-over-year change in fair value of equity awards vested in prior years not matured and paid in the covered year | (7,108) | (13,662) | (42,911) |
| -/+ change in fair value of equity awards vested in prior years that matured and were paid in the covered year | 180 | 55,986 | 57,540 |
| - fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | - | - | - |
| + dollar value of dividends/earnings paid on equity awards in the covered year | - | - | - |
| + excess fair value for equity award modifications | - | - | - |
| Average Compensation Actually Paid to Non-PEO NEOs (column (e)) | $869,125 | $530,752 | $412,596 |
Relationship Between Pay and Performance
We believe the compensation “actually paid” to our NEOs reported above is reflective of pay for performance. Annual payments of bonuses under our Executive Incentive Plan, and payments at maturity of grants under our phantom stock plan, represent a large portion of NEO compensation.
| ■ | Our compensation committee adopted a performance measurement for the Executive Incentive Plan based on earnings before interest and taxes (“EBIT”) because the committee determined that EBIT represents the true measure of management performance of the Company’s continuing operations. |
| ■ | Our Executive Chairman is a significant shareholder in the Company, which aligns his interests with those of our other shareholders. |
| ■ | Our phantom stock plan grants create a long-term perspective for our other NEOs and align their interests with shareholders, including in terms of total shareholder return. |
DIRECTOR COMPENSATION
During 2024, compensation for our non-employee directors was as follows:
| Annual Retainer | $90,000 |
|---|---|
| Retainer – Chair of board committee | $5,512 |
Unless otherwise determined by the compensation committee, there are automatic increases of 5% every two years to account for inflation. The committee determined, effective January 1, 2024, to raise the annual retainer to $90,000, to raise the committee chair retainer by 5% to $5,512, and to continue the automatic increases of 5% every two years (with the next increase on January 1, 2026), unless otherwise determined by the committee. Non-employee directors who serve as such or as committee chairs for a portion of a year are paid on a pro-rata basis. Directors who are also employees of the Company receive no separate compensation for serving as directors or as members of any committee of the board. Directors are also reimbursed for their reasonable expenses in attending or participating in a board or committee meeting.
The compensation of each non-employee director for the fiscal year ending December 31, 2024 is set forth in the table below:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Total ($) |
|---|---|---|---|
| James M. Dubin | 95,512 | — | 95,512 |
| David K. Evans | 90,000 | — | 90,000 |
| J. Nicholas Filler | 95,512 | — | 95,512 |
| Derek W. Glanvill(1) | 22,500 | — | 22,500 |
| Stewart B. Reed | 101,024 | — | 101,024 |
| Stephen M. Shea(1) | 67,500 | — | 67,500 |
| (1) | Mr. Glanvill’s service as a director ended, and Mr. Shea’s service as a director commenced, in April 2024. |
| (2) | As of December 31, 2024, there were no outstanding stock awards to any of the directors. On January 2, 2025, the Company’s subsidiary, Flex-Trac, Inc., granted each of Messrs. Dubin, Evans, Filler and Shea an award of 10,000 shares of restricted stock under the Flex-Trac, Inc. 2025 Equity Incentive Plan, subject to forfeiture if the Plan is not approved by our shareholders at this annual meeting. |
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