DEF 14A of Gencor Industries Inc, Jan 28, 2026

DEF 14A of Gencor Industries Inc

Filed Jan 28, 2026 · FY20250001193125-26-026856

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Company’s Certificate of Incorporation provides that 75% (calculated to the nearest whole number, rounding a fractional number of five-tenths (.5) to the next highest whole number) of the members of the Board of Directors shall be elected by Class B stockholders voting separately as a class. Pursuant to the Company’s Bylaws, the Board of Directors has fixed the number of Directors at five. Each Director elected at the Annual Meeting shall hold office until his respective successor has been elected and qualified, or until such individual’s earlier resignation or removal. Vacancies may be filled by a majority vote of the remaining Directors then in office. The Board of Directors has selected the following person as nominee for election by the holders of Common Stock as a Director at the Annual Meeting: General John G. Coburn (Ret.) Experience, Qualifications, Attributes, and Skills: General John G. Coburn: Four Star General John G. Coburn has served as a Director of the Company since 2019. General Coburn is a former Chairman of ST Engineering North America, which he joined in November 2001 as Chief Executive Officer. Prior to joining ST Engineering North America, General Coburn served as a Four Star Commanding General, U.S. Army Material Command. He retired from the Army in 2001. General Coburn has extensive experience, both international and domestic, in Asia, Europe, the Middle East and Latin America, having had offices and businesses in those areas of the world. General Coburn was a Director of Genasys Inc. (“Genasys”) from July 2013 to October 2021 and Chairman of Genasys’ board of directors from March 2015 to October 2021. General Coburn is a distinguished military graduate of Eastern Michigan University, where he holds a Bachelor of Arts degree in Education. General Coburn also attended the U.S. Army Command and General Staff College, and the University of Kansas, where he earned a Master of Arts degree in political science, and has a Juris Doctor degree from the University of Missouri, School of Law. The affirmative vote of Stockholders holding a plurality of the Company’s issued and outstanding Common Stock in attendance at the meeting, either in person or by proxy, is required to approve this proposal. Abstentions and broker non-votes will have no effect. The Board of Directors has selected the following persons as nominees for election by the holders of Class B Stock as Directors at the Annual Meeting: Marc G. Elliott Walter A. Ketcham, Jr. Thomas Vecchiolla Experience, Qualifications, Attributes, and Skills: Marc G. Elliott: Mr. Marc G. Elliott joined the Company in 1988 and has served in numerous positions in virtually all areas and operations of the Company. Mr. Elliott has served as an executive officer of the Company since 1993 and was promoted to his current position, President of the Company, in 2005. He was appointed Chairman of the Board on January 1, 2026. During his tenure with the Company he has held numerous positions including President—Construction Equipment Group, President of General Combustion Corporation, Vice President of Marketing and Director of Financial Services for the Company. Mr. Elliott also served as the Acting Chief Financial Officer of the Company from September 2010 to May 2012. Mr. Elliott has been active in several industry organizations including National Asphalt Pavement Association, Construction Equipment Manufacturer’s Association, Association of Equipment Manufacturer’s, National Stone Sand & Gravel Association, and American Road & Transportation Builder’s Association. Walter A. Ketcham, Jr.: Walter A. Ketcham, Jr. has served as a Director of the Company since October 2021. He has been practicing law as a civil trial lawyer for over 50 years. Mr. Ketcham is a member of the Orange County Bar Association, the Florida Board and the American Board of Trial Advocates where he was elected “Trial Lawyer of the Year in 2016.” In addition to practicing law in his community, he has served as the Chairman of the Orlando-Orange County Expressway Authority from February 20, 2009 to 2015, Chairman of the Board of the Mennello Museum in Orlando since 2016, has been on the Board of the United Safety Council since 2019 and is a board member of the Michael Mennello Foundation. He is a graduate of Stetson University where he holds a Bachelor degree in Business Administration and a degree as a Doctor of Juris Prudence from Stetson University College of Law. Thomas Vecchiolla: Thomas Vecchiolla has served as a Director of the Company since July 2021. He is President and Chief Executive Officer of QinetiQ US, an engineering and solutions provider for next generation ISR, Cyber, Mission Operations and Autonomous Systems. Prior to QinetiQ US, Mr. Vecchiolla was the Chairman and CEO of First Light Acquisition Group, Inc. a Special Purpose Acquisition Company which successfully closed its business combination in September 2023. After the closing of the business combination, Mr. Vecchiolla served as a Director of Calidi Biotherapeutics, Inc. (NASDAQ: CLDI) until January 2024. An accomplished industrials and tech executive, Mr. Vecchiolla has over 40 years of leadership and experience in global operations and sales. In previous roles he was Chairman, CEO and President of ST Engineering North America, a subsidiary of Singapore Technologies Engineering, Ltd., President of Raytheon International, Inc., and a Vice President at Raytheon Integrated Defense Systems. Mr. Vecchiolla had a distinguished career as a US Naval Aviator and a Department of Defense Acquisition Professional, holds a Bachelor of Science from the U.S. Naval Academy and a Master of Science from the University of Southern California. The affirmative vote of stockholders holding a plurality of the Company’s issued and outstanding Class B Stock in attendance at the meeting, either in person or by proxy, is required to approve this non-proposal. Abstentions and broker non-votes will have no effect. The Board of Directors recommends an affirmative vote FOR the above nominees. It is the intention of the persons named in the accompanying form of proxy to nominate and, unless otherwise directed, vote such proxies for the election of the nominees named above as Directors. The Board of Directors knows of no reason why any nominee for Director would be unable to serve as a Director. If any nominee should for any reason become unable to serve, the shares represented by all valid proxies will be voted for the election of such other person as the Board of Directors may designate, or the Board of Directors may reduce the number of Directors to eliminate the vacancy.

  2. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS The names and ages of the Directors and the Executive Officers of the Company as of February 26, 2026 are listed in the following table:

  3. DIRECTORS AND EXECUTIVE OFFICERS

    | Name and Principal Occupation or Employment (1) (3) | Age | First Became a Director | First Became an Executive Officer | | Directors for Class B Stockholders: | | | | | Marc G. Elliott (2) (6) (8) President and Chairman of the Board | 60 | 2007 | 1993 | | Thomas Vecchiolla (4) President and Chief Executive Officer of QinetiQ US | 70 | 2021 | | | Walter A. Ketcham, Jr. (7) Attorney | 77 | 2021 | | | Director for Common Stock Stockholders: | | | | | General John G. Coburn (5) Former Chair Strategic Advisory Board – Genasys Inc. | 84 | 2019 | | | Executive Officers: | | | | | Dennis B. Hunt Senior Vice President – Sales | 69 | | 2008 | | Eric E. Mellen (2) Chief Financial Officer & Treasurer | 57 | | 2012 |

  4. DIRECTORS AND EXECUTIVE OFFICERS

    | (1) Except as otherwise indicated, there has been no change in principal occupation or employment during the past five years. |

  5. DIRECTORS AND EXECUTIVE OFFICERS

    | (2) Marc G. Elliott and Eric E. Mellen are brothers’ in law. |

  6. DIRECTORS AND EXECUTIVE OFFICERS

    | (3) Each Executive Officer holds office until his successor has been elected or until their earlier resignation or removal. |

  7. DIRECTORS AND EXECUTIVE OFFICERS

    | (4) Member of the Compensation Committee and Chairman of the Audit Committee and the “audit committee financial expert”. |

  8. DIRECTORS AND EXECUTIVE OFFICERS

    | (5) Member of the Audit Committee and Chairman of the Compensation Committee. |

  9. DIRECTORS AND EXECUTIVE OFFICERS

    | (6) Member of the Nominating Committee. |

  10. DIRECTORS AND EXECUTIVE OFFICERS

    | (7) Member of the Audit Committee. |

  11. DIRECTORS AND EXECUTIVE OFFICERS

    | (8) Marc G. Elliott was appointed Chairman of the Board on January 1, 2026. |

  12. DIRECTORS AND EXECUTIVE OFFICERS

    Dennis B. Hunt has served as Vice President of the Company since January 2005 and as Senior Vice President since August 2008. Prior to joining the Company, Mr. Hunt served as Vice President of Asphalt and Ready Mix Operations for Vulcan Materials Company, Western Division. During his prior business career Mr. Hunt was a principal and officer with Industrial Asphalt. Mr. Hunt’s grandfather, Wallace E. Hunt Sr., founded Industrial Asphalt in 1941 and the Hunt family built Industrial Asphalt into one of the largest producers of hot mix asphalt in the United States. Mr. Hunt earned a BS degree from the University of San Francisco and an MBA from California State University Bakersfield. Mr. Hunt has 40 years of experience at all levels of the asphalt and construction industry. He is recognized as an expert in the industry and is regularly invited to speak at conferences and technical meetings. His unique experience allows him to understand all the inner works of the asphalt industry and gives valuable insight into the Company’s customer’s business requirements. His industry experience, coupled with his educational background, allow him to contribute to a wide spectrum of the Company’s processes and decisions. Eric E. Mellen has served as the Company’s Chief Financial Officer since May 2012. Previously, Mr. Mellen was Director of Corporate Development for the Company. From 1992 to 2002, Mr. Mellen worked at PricewaterhouseCoopers where he was a key member of the corporate finance, global strategy, and investment teams. Mr. Mellen worked on the due diligence and integration teams for the Price Waterhouse and Coopers & Lybrand merger, as well as the sale of PricewaterhouseCoopers Consulting to IBM Corporation in 2002. He worked in corporate finance at IBM Corporation from 2002 to 2008. Mr. Mellen’s responsibilities included pricing and financial management, as well as managing the worldwide budget of IBM’s Business Consulting Division. Mr. Mellen’s business valuation and financial advisory experience from 2008 to 2011 includes valuation and strategic planning of numerous companies across a variety of manufacturing and service industries. Mr. Mellen holds a BS in Finance and Management and an MBA and brings over 30 years of financial management experience.

  13. Summary Compensation Table for Fiscal Years 2023, 2024 and 2025

    Summary Compensation Table for Fiscal Years 2023, 2024 and 2025

  14. Summary Compensation Table for Fiscal Years 2023, 2024 and 2025

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards | All Other Compensation (1) | Total | | Marc Elliott | 2025 | $950,000 | | | $7,849 | $957,849 | | (President and Chairman of the Board) | 2024 | $950,000 | | | $9,319 | $959,319 | | | 2023 | $950,000 | | | $9,319 | $959,319 | | Eric Mellen | 2025 | $350,000 | | | $7,398 | $357,398 | | (Chief Financial Officer & Treasurer) | 2024 | $350,000 | | | $8,070 | $358,070 | | | 2023 | $350,000 | | | $8,594 | $358,594 | | EJ Elliott | 2025 | $600,000 | | | $7,000 | $607,000 | | (Former Executive Chairman) | 2024 | $600,000 | | | $7,000 | $607,000 | | | 2023 | $600,000 | | | $7,000 | $607,000 | | Dennis Hunt | 2025 | $500,000 | | | $8,359 | $508,359 | | (SVP Sales and Marketing) | 2024 | $500,000 | | | $8,773 | $508,773 | | | 2023 | $500,000 | | | $9,783 | $509,783 |

  15. Summary Compensation Table for Fiscal Years 2023, 2024 and 2025

    | (1) The amounts reported under All Other Compensation represent employer contributions to the Company’s 401(k) Plan on behalf of the Named Executive Officers and personal use of a company vehicle. |

  16. Summary Compensation Table for Fiscal Years 2023, 2024 and 2025

    | (2) EJ Elliott retired from the Company and from the Board of Directors effective December 31, 2025. Marc Elliott was appointed Chairman of the Board on January 1, 2026. |

  17. Pay Versus Performance

    Pay Versus Performance This is required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K. The following table shows the total compensation for the Company’s President who acts as our Principal Executive Officer (“PEO”) and our other Named Executive Officers as set forth in the Summary Compensation Table, the compensation “actually paid” (“CAP”) to the NEOs, the Company’s total shareholder return (“TSR”), and our net income (loss) for the fiscal years ended September 30, 2025, 2024, and 2023:

  18. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total For PEO ($)(1) | Compensation Actually Paid to PEO ($)(1)(4) | Average Summary Compensation Table Total for Non- PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | Value of Initial Fixed $100 Investment Based on TSR ($)(3) | Net Income ($) | | 2025 | 957,849 | 950,000 | 490,919 | 483,333 | 70.85 | 15,661,000 | | 2024 | 959,319 | 950,000 | 491,281 | 483,333 | 153.61 | 14,558,000 | | 2023 | 959,319 | 950,000 | 491,792 | 483,333 | 144.48 | 14,666,000 |

  19. Pay Versus Performance

    | (1) For fiscal years 2023, 2024 and 2025, the Company’s PEO was Mr. Marc Elliott. |

  20. Pay Versus Performance

    | (2) For fiscal years 2023, 2024 and 2025, the Company’s Non-PEO NEOs were Messrs. EJ Elliott, Dennis Hunt, and Eric Mellen. |

  21. Pay Versus Performance

    | (3) TSR is calculated by dividing the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |

  22. Pay Versus Performance

    | (4) SEC rules require that certain adjustments be made to the Summary Compensation Table totals to determine CAP, as reported in the Pay versus Performance Table above. |

  23. Description of Relationships Between Compensation Actually Paid and Performance

    Description of Relationships Between Compensation Actually Paid and Performance There is a limited relationship between TSR and our PEO and Named Executive Officer “compensation actually paid” and between net income and our PEO and Named Executive Officer “compensation actually paid.” This is primarily because “compensation actually paid” is principally a function of fixed cash compensation. In addition, for the periods reported in the table, we did not use either TSR or net income as a measure of our performance in any of our executive compensation plans and the Company’s Compensation Committee did not use either TSR or net income as a metric in its compensation plans, and did not consider such metrics in making its pay decisions for any of the years shown.

  24. Outstanding Equity Awards in Fiscal Year 2025

    Outstanding Equity Awards in Fiscal Year 2025 There are no outstanding equity awards as of September 30, 2025.

  25. Compensation of Directors

    Compensation of Directors The following table provides information regarding compensation paid to each of our non-employee directors for the fiscal year ended September 30, 2025.

  26. Director Compensation Table

    Director Compensation Table

  27. Fiscal year ended September 30, 2025

    | Name | Fees Earned or Paid in Cash | Option Awards | Total | | John G. Coburn | $26,000 | $0 | $26,000 | | Walter A. Ketcham, Jr. | $27,000 | $0 | $27,000 | | Thomas Vecchiolla | $27,000 | $0 | $27,000 |

  28. Setting Compensation for Executive Officers and Directors

    | 8. | Review and recommend to the full Board compensation of directors as well as directors’ and officers’ indemnification and insurance matters. |