DEF 14A of Omega Flex, Inc., Apr 26, 2024

DEF 14A of Omega Flex, Inc.

Filed Apr 26, 2024 · FY20230001493152-24-016065

Open on EDGAR

  1. SCHEDULE 14A INFORMATION

    SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box:

  2. SCHEDULE 14A INFORMATION

    | ☐ | Preliminary Proxy Statement | | ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | | ☒ | Definitive Proxy Statement | | ☐ | Definitive Additional Materials | | ☐ | Soliciting Material Pursuant to § 240.14a-12 |

  3. SCHEDULE 14A INFORMATION

    OMEGA FLEX, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply):

  4. SCHEDULE 14A INFORMATION

    | ☒ | No fee required | | ☐ | Fee paid previously with preliminary materials | | ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |

  5. SCHEDULE 14A INFORMATION

    April 26, 2024 Dear Shareholders: It is my pleasure to invite you to the 2024 annual meeting of the shareholders of Omega Flex, Inc. We will hold the meeting on Thursday, June 13, 2024, at 10:00 a.m. Eastern Time, at The Union League of Philadelphia, 140 South Broad Street, Philadelphia, PA 19102. At the annual meeting, we will discuss each item of business described in the notice of annual meeting and in the accompanying proxy statement and give a report on our business operations. There will also be time for your questions. You will have received a notice of internet availability, which directs you to our website to access the proxy statement and annual report through the internet at www.envisionreports.com/OFLX for registered shareholders, or www.edocumentview.com/OFLX for shares held through a banker or broker. You can also request a paper copy of these documents by following the instructions in that notice. This booklet contains the proxy statement and a notice of annual meeting. The proxy statement provides information about the business we will conduct at the annual meeting, in addition to describing our directors and management. Also available on our website is a copy of our Annual Report, which includes information about our business and our 2023 financial results. We hope you will be able to attend the annual meeting. If you need special assistance at the meeting, please contact our Corporate Secretary at the address shown on the next page. Whether or not you expect to attend, please vote your shares using any of the following methods:

  6. SCHEDULE 14A INFORMATION

    | ■ | Vote by telephone or the internet, as described in the instructions on the notice of internet availability; | | ■ | Request a proxy card; sign, date and return the proxy card in the prepaid envelope; or | | ■ | Vote in person at the meeting. |

  7. SCHEDULE 14A INFORMATION

    We look forward to your participation at the annual meeting, and thank you for investing in Omega Flex, Inc.

  8. SCHEDULE 14A INFORMATION

    | Sincerely, | | | | Dean W. Rivest, | | Chief Executive Officer |

  9. SCHEDULE 14A INFORMATION

    | Notice of 2024 Annual Meeting of Stockholders | | | | Time and Place | The Annual Meeting of Shareholders (the “Annual Meeting”) of Omega Flex, Inc. will be held on Thursday, June 13, 2024, at 10:00 a.m. Eastern Time, at The Union League of Philadelphia, 140 South Broad Street, Philadelphia, PA 19102. You are entitled to participate in the Annual Meeting if you were a “registered shareholder” at the close of business on April 3, 2024, the record date, or hold a legal proxy for the meeting provided by your bank, broker, or nominee (“beneficial owner”). | | | Record Date | April 3, 2024. Only shareholders of record of our common stock at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting and any adjournments or postponements of the meeting. | | | Items of Business | ● | To elect two Class 1 nominees as directors to our Board of Directors; | | | ● | To ratify the selection of RSM US LLP as our independent auditor for 2024; and | | | ● | To transact any other business as may properly come before the Annual Meeting or any adjournments or postponements of the meeting. | | Proxy Materials | Attached to this notice you will find a proxy statement that contains further information about the Annual Meeting and items upon which you will be asked to vote. Your vote is very important—you may vote via the Internet, by telephone, or by completing and mailing a proxy or voting card as explained in the attached proxy statement. | | | Proxy Voting | Even if you plan to attend the Annual Meeting, we encourage you to vote via the Internet, by telephone, or by completing and mailing your proxy card prior to the Annual Meeting. If you later choose to revoke your proxy or change your vote, you may do so by following the procedures described in the “Solicitation and Revocation of Proxies” section in the attached proxy statement. | | | Access to Proxy Materials | A Notice Regarding the Availability of Proxy Materials (the “Notice”) containing instructions on how to access proxy materials (including our proxy statement and Annual Report) was first mailed on or about April 26, 2024, to all shareholders entitled to vote at the Annual Meeting, and the proxy materials were posted on our website, www.omegaflex.com and on the website referenced in the Notice on the same day. | |

  10. SCHEDULE 14A INFORMATION

    | On behalf of the Board of Directors, Susan B. Asch Corporate Secretary April 26, 2024 | Principal Executive Office: 451 Creamery Way Exton, PA 19341 |

  11. SCHEDULE 14A INFORMATION

    Table of Contents

  12. SCHEDULE 14A INFORMATION

    | | Page | | SOLICITATION AND REVOCATION OF PROXIES | 1 | | PROPOSALS FOR SHAREHOLDERS’ VOTE | 1 | | Proposal 1 - Election of Directors | 1 | | Proposal 2 - Ratification of Audit Committee’s Appointment of Auditors | 2 | | BOARD OF DIRECTORS AND EXECUTIVE OFFICERS | 3 | | ENVIRONMENTAL, SOCIAL AND GOVERNANCE | 9 | | SECURITY OWNERSHIP | 12 | | BOARD COMMITTEES AND CORPORATE GOVERNANCE | 13 | | BOARD REPORTS | 17 | | COMPENSATION DISCUSSION AND ANALYSIS | 18 | | EXECUTIVE COMPENSATION | 25 | | CEO PAY RATIO DISCLOSURE | 32 | | PAY VERSUS PERFORMANCE | 33 | | director compensation | 36 | | TRANSACTIONS WITH RELATED PERSONS | 36 | | DELINQUENT SECTION 16(a) REPORTS | 36 | | COMPENSATION COMMITTEE INTERLOCKS | 37 | | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 37 | | FINANCIAL STATEMENTS | 37 |

  13. SCHEDULE 14A INFORMATION

    SOLICITATION AND REVOCATION OF PROXIES This proxy statement is being provided on or about April 26, 2024 to shareholders of record of Omega Flex, Inc. (“OmegaFlex,” or the “Company” or “we,” “us,” or “our”) as of April 3, 2024 in connection with the solicitation of proxies by the board of directors for use at the annual meeting of the shareholders to be held at The Union League of Philadelphia, 140 South Broad Street, Philadelphia, PA 19102, on Thursday, June 13, 2024, at 10:00 a.m. Eastern Time. The accompanying proxy is solicited by and on behalf of the board of directors of OmegaFlex. The cost of the solicitation of proxies will be borne entirely by the Company. Regular employees of the Company may solicit proxies by personal interview, mail or telephone and may request brokerage houses and other custodians, nominees and fiduciaries to forward soliciting material to the beneficial owners of the stock held of record by such intermediaries. Broadridge Investor Communication Solutions and Georgeson have been retained by the Company to assist in the distribution of proxy materials and the solicitation of proxies by mail. This proxy statement and the enclosed form of proxy are first being mailed to shareholders on or about April 26, 2024. If a proxy is voted pursuant to the instructions in the notice of internet availability, the shares represented will be voted at the annual meeting and where a choice is specified, will be voted in accordance with the specification made. Proxies may be revoked at any time prior to voting by (1) executing and delivering a later dated proxy to the Corporate Secretary of the Company at or before the annual meeting or by voting again via Internet or by telephone as described in this proxy statement, (2) voting in person at the annual meeting or (3) giving written notice of revocation to the Corporate Secretary of the Company at or before the annual meeting. PROPOSALS FOR SHAREHOLDERS’ VOTE The following proposals are being submitted for shareholders’ vote. Please read each of the proposals carefully before voting your shares. Proposal 1 - Election of Directors Pursuant to our amended and restated by-laws (the “bylaws”), our board of directors is divided into three classes, with members of each class holding office for staggered three-year terms (in all cases, subject to the election and qualification of their successor, resignation or removal). Unless authority to vote for the election of any or all of the nominees is withheld by marking the proxy to that effect, the persons named in the proxy will vote to elect the persons listed below. Proxies cannot be voted for a greater number of persons than the number of nominees named in the proxy card. Each of the nominees is currently a Class 1 director whose term expires at the 2024 annual meeting of shareholders, and if elected, will serve for a three-year term expiring at the 2027 annual meeting of shareholders. The directors nominated for election at the 2024 annual meeting of shareholders are:

  14. SCHEDULE 14A INFORMATION

    | Stewart B. Reed | Age 76 | Director since 2005 | | David K. Evans | Age 69 | Director since 1996 |

  15. SCHEDULE 14A INFORMATION

    All of the nominees have indicated their willingness to serve if elected, but if any should be unable or unwilling to stand for election, proxies may be voted for a substitute nominee designated by our board of directors. For complete biographical information concerning each of the Class 1 directors, please refer to the information under the caption “Directors Background Information.” THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF THE NOMINEES LISTED ABOVE AS DIRECTORS. Proposal 2 - Ratification of Audit Committee’s Appointment of Auditors This proposal is to ratify the appointment of independent auditors by the audit committee of the board of directors for the fiscal year ending December 31, 2024. Currently the audit committee has engaged RSM US LLP (“RSM”) as our independent auditor. Although action by the shareholders in this matter is not required, the board believes that it is appropriate to seek shareholder ratification of this appointment in light of the critical role played by independent auditors in maintaining the integrity of our financial controls and reporting. If a majority of the shares present and entitled to vote on the proposal do not ratify the appointment of independent auditors, the audit committee will consider the vote and the reasons therefor in future decisions on the selection of independent auditors. Even if the appointment of independent auditors is ratified, our audit committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders. A representative of the independent auditors is expected to attend the annual meeting, and that representative will have the opportunity to make a statement if such representative desires to do so and will be available to respond to appropriate questions. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE AUDIT COMMITTEE’S APPOINTMENT OF AUDITORS.

  16. Shareholder Proposals

    Director Biographies James M. Dubin, Age 77 Mr. Dubin has served as a director since 2019. He was the Executive Chairman of Conair Corporation, a diversified consumer products company, from 2018 until its sale in 2021. He was formerly a senior partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP, until his retirement from the firm in 2012. Since his retirement he has also engaged in private consulting work through Madison Place Partners, LLC. Mr. Dubin is currently a director of Emmis Corporation, and serves on its executive, audit, corporate governance, and compensation committees. He has served as a director or trustee on a number of corporate, non-profit and charitable organizations, including Carnival Corporation & plc, Lighthouse Guild International, National Foundation for Advancement in the Arts, Tel Aviv University, Friends of Neuberger Museum of Art, and the American Ballet Theatre. Mr. Dubin has extensive experience in accounting, finance, and financial reporting, as well as being an attorney with a practice in corporate law, securities, and mergers and acquisitions. Mr. Dubin is a Class 3 Director with a term expiring at the annual meeting of shareholders 2026. David K. Evans, Age 69 Mr. Evans has served as a director since 1996. He has served as the President and CEO of Partners Mechanical, Inc., a mechanical contractor in Raleigh, North Carolina, for over 20 years. Mr. Evans has extensive experience in construction and installation of mechanical systems in construction, including products we manufacture. Mr. Evans is a Class 1 Director with a term expiring at the annual meeting of shareholders in 2024, and is a nominee for election. J. Nicholas Filler, Age 72 Mr. Filler has served as a director since 2009 and is currently our lead independent director. Mr. Filler served as an executive of Argotec, Inc., a manufacturing firm in Greenfield, Massachusetts, serving as the Chief Operating Officer from 2007, and President from 2011 to 2014, when he retired. Previously, Mr. Filler was the Senior Vice President – Corporate and Legal of Mestek, Inc., the Company’s former parent corporation, from 2001 to 2007. Mr. Filler is also a director and vice chairman at Mestek, Inc., and serves as a director of Bete Fog Nozzle Co. Mr. Filler received a Juris Doctor degree from Boston University Law School and has extensive experience serving as a director and leading manufacturing firms and in accounting, finance, and financial reporting, as well as being an attorney with a practice in corporate law and corporate financing. Mr. Filler is a Class 2 Director with a term expiring at the annual meeting of shareholders in 2025. Kevin R. Hoben, Age 77 Mr. Hoben is Executive Chairman of the Company, and also served as our Chief Executive Officer from 2019 until December 2023, and as our President from 2005 to 2018. Mr. Hoben has served as our director since 1996, and as a director of our United Kingdom subsidiary, Omega Flex Limited, since 2001. Mr. Hoben is also a director of Taco Comfort Solutions, Inc., an HVAC manufacturer. Mr. Hoben has over 30 years of experience in the sale and distribution of flexible metal hose products in positions of increasing scope and responsibility. Mr. Hoben is a Class 3 Director with a term expiring at the annual meeting of shareholders in 2026. Edwin B. Moran, Age 57 Since January 2024, Mr. Moran is President of the Company, providing leadership over our operations and sales, and he also serves as a director. Mr. Moran has over 30 years of experience in the sale and distribution of flexible metal hose products in positions of increasing scope and responsibility. He served as our Executive Vice President from 2022 until December 2023, with responsibility for all sales and marketing efforts for all of our products, excluding MediTrac® corrugated medical gas piping. Previously Mr. Moran served since 2007 as Vice President - Sales Residential Markets for all sales of the flexible gas piping products manufactured by the Company. Mr. Moran is a Class 2 Director with a term expiring at the annual meeting of shareholders in 2025. Stewart B. Reed, Age 77 Mr. Reed has served as a director since 2005, has been vice-chairman of the board since 2019, and was formerly chairman of the board from 2014 to 2019. Since 2013, Mr. Reed has served as the Chairman and Chief Executive Officer of Mestek, Inc., the Company’s former parent corporation. From 2009 to 2013, he was Mestek, Inc.’s Vice Chairman and Chief Operating Officer. Mr. Reed has extensive knowledge and experience managing and leading large manufacturing enterprises supplying the HVAC industry in which most of our products are distributed, and in corporate finance and accounting. Mr. Reed is a Class 1 director with a term expiring at the annual meeting of shareholders in 2024, and is a nominee for election. Dean W. Rivest, Age 54 Since January 2024, Mr. Rivest is Chief Executive Officer of the Company. He previously served as our President from 2022 through December 2023, providing leadership over operations of the Company, and as Executive Vice President from 2020 to 2022, with responsibility for manufacturing and engineering for all products, as well as sales and marketing for the industrial and MediTrac® products. Prior to that, Mr. Rivest was the Vice President and General Manager of the Industrial and MediTrac® products since 2005. Mr. Rivest is also a director and chairman of Omega Flex Limited, our United Kingdom subsidiary, and president of Omega Flex SAS, our French subsidiary. His credentials include an M.S. in Mechanical Engineering from Rensselaer Polytechnic Institute, a B.S. in Mechanical Engineering from Western New England College and an A.S. in Mechanical Engineering from Springfield Technical Community College. In addition to being a registered professional engineer, Mr. Rivest is the inventor of several patents directly related to the Company’s product lines. Mr. Rivest is a Class 3 Director with a term expiring at the annual meeting of shareholders in 2026. Stephen M. Shea, Age 67 Mr. Shea was appointed as a director of the Company in April 2024. He has served as Chief Financial Officer of Mestek, Inc., the Company’s former parent corporation, since 1990, and as Executive Vice President of Mestek, Inc. since 2009. He served as Mestek, Inc.’s principal financial and accounting officer prior to its going private transaction in 2006 and has over 30 years’ experience in the HVAC manufacturing industry. Previously, Mr. Shea was a Certified Public Accountant with the Hartford, Connecticut accounting firm of Spitz, Sullivan, Wachtel & Falcetta. He has a Master’s Degree in Taxation from the University of Hartford. Executive Officers Our executive officers, in addition to Mr. Hoben, Mr. Moran and Mr. Rivest, whose biographies appear in the section titled “Director Biographies” above, are the following: Susan B. Asch, Age 57 Ms. Asch has served as our General Counsel and Corporate Secretary, as well as a director of Omega Flex Limited, our United Kingdom subsidiary, since April 2023. She was also promoted to Vice President effective January 2024. Previously she served as our Associate General Counsel and as Assistant Secretary since 2022. Ms. Asch has over 30 years of legal experience, including in the manufacturing and technology industries. Most recently, she served as Assistant General Counsel at Arkema Inc., a global chemical manufacturing company, from 2016 to 2022. Prior to that, she served as Assistant General Counsel at Unisys Corporation, and Deputy General Counsel and Corporate Secretary at Turner Investments. Ms. Asch started her professional career in private practice as a corporate, securities and mergers and acquisitions attorney. She graduated from the Wharton School of the University of Pennsylvania, with a B.S. in Economics, and from the University of Pennsylvania Law School. Matthew F. Unger, Age 57

  17. Shareholder Proposals

    Mr. Unger has served as our Vice President – Finance and Chief Financial Officer since 2022, and was previously the Interim Finance Director from 2021 to 2022. Mr. Unger previously served as the Company’s Controller and Principal Accounting Officer since 2015. Mr. Unger has over 30 years of finance and accounting experience, including various corporate management roles in the manufacturing, software development, information technology, and vehicle leasing industries, as well as twelve years of progressive public accounting experience. He is a certified public accountant since 1991 and holds a Master of Science in Finance from Drexel University. Mr. Unger is also a director of Omega Flex Limited, our United Kingdom subsidiary. Director Nomination Process Our board of directors itself is responsible for determining its optimum size, filling vacancies and recommending nominees for election by the stockholders. The board delegates the screening process involved to our nominating/governance committee with the input from the Executive Chairman. In reviewing and identifying candidates for the board, the nominating/governance committee is charged under our corporate governance guidelines to identify and consider candidates having significant skills or experience in any one or more of the following areas: Understanding of the application and use of some or all of our products, understanding of various manufacturing technologies, understanding of general accounting principles as applied in the preparation and reporting of financial statements of a public company, and expertise and knowledge of management of a large multi-facility organization, international experience, and other pertinent characteristics – all in the context of an assessment of our then current perceived needs. To that extent, the committee will seek to identify and consider candidates who may have a diverse background and not limited strictly to the markets in which we compete or to manufacturing industries generally. In 2022, further to its charter, the nonimating/governance committee established additional guidelines for board membership as follows, which were approved by the entire board: The committee is committed to ensuring that the board’s composition appropriately reflects the current and anticipated needs of the board and the Company and its subsidiaries. The committee considers a variety of professional, industry, and personal backgrounds and skill sets to provide the board with the appropriate talent, skills, and expertise to oversee the business. Expertise the committee considers includes: Industry specific expertise, manufacturing and operations, finance and capital markets, governance, human resources, and legal. Personal backgrounds will also be taken into consideration, including military service, gender, and other diversity criteria, in support of the principal commitment to ensure the board’s composition appropriately supports current and anticipated business needs. The committee and the board are committed to taking diversity objectives into account, along with the other stated factors, when there are board vacancies. In general, identification of persons to become nominees for the board of directors may be obtained through a variety of sources, including our directors and executive officers, and trade or industry groups in which we participate. Once a candidate has been identified, the nominating/governance committee evaluates the candidate based upon the candidate’s length and breadth of business experience, specific skills or knowledge, and other pertinent characteristics as described above. The committee’s review may include personal interviews and/or reference checks. This process is applied regardless of whether the potential nominee has been identified and proposed by a shareholder or by any other person. Information on the Company’s procedures for considering candidates for election to the board of directors who may be nominated by shareholders is found below in the section titled “Nominating/Governance Committee”. Board Diversity Under Nasdaq’s board diversity rule, the Company is required to publicly disclose certain diversity statistics regarding our board of directors and why we do not have a “diverse” director in accordance with Nasdaq diversity objectives. Those statistics are shown below. We have omitted categories that were not selected by any director.

  18. Trading and Clawback Policies

    Review of Company Financial Performance, Comparative Review and CEO Compensation. In 2023, we had net sales of $111,465,000 which were 11.2% lower than the prior year net sales of $125,487,000. The decrease in net sales was mainly due to lower sales unit volumes as a result of the overall market continuing to be suppressed because of, among other factors, a decline in housing starts. Net income decreased 12.1% from $23,622,000 in 2022 to $20,763,000 in 2023, mainly due to the decrease in net sales. Although net sales were lower, the results for 2023 were favorably impacted by lower product liability reserves and expenses, lower marketing commissions and freight, higher interest income, and lower executive incentive compensation, partly offset by higher marketing salary related expenses and travel and the provision for excess inventories for MediTrac® corrugated medical tubing products. The compensation committee reviewed the peer group of other publicly traded companies with which to compare executive compensation, primarily for use in comparing CEO compensation levels. The peer group is comprised of 12 publicly traded companies within the industrial products sector with sales ranging from approximately $100 million to $500 million. One company was added and one dropped from the peer group as a result of the performance results of the peer group. The peer group consisted of the following companies: Peer Group

  19. Trading and Clawback Policies

    At its meeting in February 2024, the committee reviewed the financial performance of the Company in 2023 as compared to the median of the financial results of the companies in the peer group for the same period. The committee examined specific performance measurements in comparing the OmegaFlex financial performance to the peer group, including (a) returns on capital, including returns on equity, returns on investment and returns on assets, (b) sales, and (c) and financial measures such as EBIT, cash flow and net income. The committee did not weigh any specific measurement results over others. The performance of the Company exceeded median levels of the peer group in all areas except for annual sales and cash flow, ranking first or second in all equity, investment and asset returns. Finally, the committee reviewed the five-year total shareholder return performance of the Company’s common stock, as compared to the S&P 500 Index and the S&P Building Products Index:

  20. 2024 Salary Levels

    Performance-related Annual Cash Bonuses: Executive Incentive Plan. In 2012 the committee adopted a performance measurement for this bonus plan based on annual earnings before interest and taxes (“EBIT”), because the committee determined, and continues to believe, that EBIT represents the true measure of management performance of the Company’s continuing operations. Our executive officers participate in this executive incentive plan, while certain sales employees participate in a separate sales incentive program. The executive incentive plan is used to motivate our executive officers to contribute to the overall success of the Company. For 2023, the executive incentive plan used a basic formula of 10.2% of the Company’s earnings before interest and taxes (and excluding the bonus itself) to generate the total amount to be accrued for the annual executive incentive bonus pool. The percentage applied has been reduced to 6.0% for 2024, due to Mr. Hoben no longer serving as chief executive officer. The purpose for using a performance bonus based on earnings before interest and taxes is based on the premise that management is placed in charge of the shareholders’ investment and must diligently manage that investment and achieve earnings from the operation of the business. Items relating to interest and taxes are excluded as those charges relate to the board’s decision to incur debt to expand the Company’s operations or other purposes. This bonus plan is significant in that it requires management to marshal and manage the assets used in the business in the most economical way to generate higher earnings and a return on the capital investment. For fiscal year 2023, the bonus pool earned under the plan was approximately $2.9 million, which decreased from the prior year due to lower EBIT year to year. At a meeting in February 2024, the compensation committee set the percentage of the incentive bonus pool awarded to Mr. Hoben at 53.7%. All other executive officers receive a participating share in the bonus pool based on the recommendations of the CEO, and subject to review and approval by the compensation committee. The following cash incentive bonuses were awarded by the compensation committee under the plan based on the Company’s financial performance and individual performance in 2023 for each named executive officer:

  21. Employee Incentive Plan Distributions

    Employee Incentive Plan Distributions

  22. Employee Incentive Plan Distributions

    | Officer | Amount ($) | Percentage (%) of Bonus Pool(1) | | Kevin R. Hoben, Executive Chairman | 1,576,468 | 53.7% | | Dean W. Rivest, CEO | 345,000 | 11.8% | | Edwin B. Moran, President | 270,000 | 9.2% | | Matthew F. Unger, Vice President – Finance & CFO | 125,000 | 4.3% | | Susan B. Asch, Vice President, General Counsel & Secretary | 110,000 | 3.7% |

  23. Employee Incentive Plan Distributions

    (1) Other employees also participate in the executive incentive bonus program and received an aggregate 17.3% of the 2023 Bonus Pool. As can be seen from the Summary Compensation Table in the section titled “Executive Compensation,” the amounts allocated from the executive incentive plan to Mr. Hoben account for over 50% of his total compensation, and as the bonus pool under the plan is calculated as a percentage of the Company’s EBIT, a majority of the annual compensation paid to the chief executive officer was directly tied to the annual financial results of the Company. In 2014, the employment agreement with Mr. Hoben was amended to add a “clawback” provision. Under the amended employment agreement, any amount of incentive compensation that is subject to recovery under any law, rule or listing requirement and based on an overstatement of earnings is subject to repayment by the employee to the Company. This “clawback” provision in Mr. Hoben’s employment agreement is a safeguard against improper manipulation of the Company’s earnings. In addition, on October 26, 2022, the Securities and Exchange Commission issued final rules requiring issuers to comply with additional clawback rules. Effective October 2, 2023, the Company adopted and implemented a clawback policy in accordance with the new rules and standards, which is more fully described in the section titled “Executive Officer Clawback Policy.” Long-Term Compensation: Phantom Stock Units. Our phantom stock plan was instituted in 2006. It was designed to function as the long term component of our compensation program. Under the phantom stock plan, select members of our management team may receive units of phantom stock. The value of the phantom stock is tied to the value of our common stock. Phantom stock units granted prior to January 1, 2023, have a three-year vesting schedule, with approximately equal amounts vesting each year (1/3-1/3-1/3). Phantom stock units granted after January 1, 2023, also have a three year vesting schedule, but with “cliff vesting” on the third anniversary of the grant date. After the phantom stock units have vested, the executive would receive the value of the phantom stock, which would be equal to the then current full value of the Company’s common stock on the maturity date of the phantom stock units, which for existing grants is a year following the final vesting date. The outstanding phantom stock units also accrue amounts equal to any cash or stock dividends declared on the Company’s common stock. If the executive voluntarily leaves the Company or is terminated, then any unvested awards of phantom stock units are forfeited, with limited exceptions in the case of retirement. Awards to employees are at the discretion of the committee and upon recommendation by the chief executive officer. We do not have a formal program on the timing of the phantom stock awards, but in past years the committee reviewed decisions on whether to grant phantom stock units on an annual basis in the first quarter, and then during the year depending on circumstances. The basis for determining the size of the awards is limited by the total amount of one million phantom stock units authorized under the phantom stock plan. Once units are granted, they are deducted from the total authorized amount. Awards to employees are at the discretion of the compensation committee and upon recommendation by the CEO. In each of the prior five years, approximately 3,200 to 7,600 phantom stock units were granted to participating executives. The compensation committee believes that this level of periodic grants of phantom stock units to select key employees was appropriate to achieve the goal of promoting long-term strategic goals and retention of key executives. For 2024, the following phantom stock unit awards were approved by the compensation committee on March 20, 2024, to each of the named executive officers:

  24. 2024 Phantom Stock Unit Grants

    | ■ | Creating a long term perspective for management | | ■ | Aligning the interests of management with the shareholders | | ■ | Retention of key employees |

  25. 2024 Phantom Stock Unit Grants

    Long Term Perspective. Because the amounts awarded under the phantom stock plan are not paid for several years, we expect that participants in the plan would view their participation in the program on a long term basis and use the time to foster conditions in the Company or the markets in which we operate that favor the growth of the Company over a long term basis. Therefore, strategic initiatives that require enormous amounts of planning to carry out properly would still be pursued by management because they would improve the chances that the value of the phantom stock unit would increase in value. Alignment with Shareholders. Also, the Company is fortunate that our executive chairman is a significant shareholder in the Company, and therefore the interests of the highest executive officer are closely aligned with that of the other shareholders. However, to increase this perspective among other members of management, we may use the phantom stock units to increase the executives’ appreciation of the shareholders’ interest. On receipt of phantom stock units, the management’s long term compensation will increase or decrease in unison with the value of the shareholders’ investment. This provides a powerful incentive to increase the value of the phantom stock units while also enabling a discipline through the three year vesting period so that short term gains are not achieved at the expense of long term growth. Retention of Key Employees. Because the other elements of compensation are biased towards short term goals, the ability to retain key management personnel is crucial. Our primary method of retaining key people is to grant phantom stock units. Phantom stock units granted prior to January 1, 2023, have a three year vesting schedule, with approximately equal amounts vesting each year (1/3-1/3-1/3). Phantom stock units granted after January 1, 2023, also have a three year vesting schedule, but with “cliff vesting” on the third anniversary of the grant date. The employee may not voluntarily terminate his or her employment with us without forfeiting their rights under the phantom stock plan, with limited exceptions in the case of retirement. The phantom stock therefore functions as a retention tool to retain key employees who are necessary to the smooth and profitable operation of the Company. Tax and Accounting Treatments In December 2017, the Tax Cut and Jobs Act of 2017 (“TCJA”) was signed into law. Among the many other provisions, TCJA eliminated the exemption applicable to performance-based compensation that previously allowed public companies to avoid the $1 million tax deduction limit under Section 162(m) of the Internal Revenue Code. While TCJA provided certain transition relief, that relief is not available for “new contracts entered into or renewed after November 2, 2017.” The employment contract for Mr. Hoben was written for a specific duration, and thereafter is automatically renewed on an annual basis, unless terminated by either party. Therefore, under the guidance from the Joint Explanatory Statement of the Committee of Conference, the transition relief is not available for the Company and executive compensation paid in 2018 and subsequent years that exceeds $1 million may not be deductible on the Company’s tax returns in those tax years. The accounting and tax treatment of compensation have not previously been a factor in determining the types or amounts of compensation for our executive officers. As can be seen, we have heavily favored cash compensation as the biggest components of executive compensation, and these amounts have a fairly straight-forward accounting and tax treatment. We have likewise chosen to use the phantom stock plan for the primary purpose that it is non-dilutive to the shareholders – that is, no new shares of common stock are issued to executives that could decrease the shareholder’s interests in the Company. The phantom stock units are treated as general unsecured liabilities of the Company. EXECUTIVE COMPENSATION The following table sets forth all of the compensation awarded to, earned by or paid to the Company’s chief executive officer, chief financial officer, and the three other most highly compensated executive officers for all services rendered by them to the Company in all capacities for the fiscal years ended December 31, 2023, December 31, 2022, and December 31, 2021. Summary Compensation Table

  26. 2024 Phantom Stock Unit Grants

    | Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards ($)(1) (e) | Non-equity Incentive Plan Compensation ($)(2) (g) | All Other Compensation ($)(3) (i) | Total ($) (j) | | Kevin R. Hoben | 2023 | 510,648 | 0 | 0 | 1,576,468 | 46,860 | 2,133,976 | | Executive Chairman | 2022 | 493,380 | 0 | 0 | 2,060,531 | 44,999 | 2,598,910 | | | 2021 | 476,695 | 0 | 0 | 2,448,150 | 50,288 | 2,975,133 | | Dean W. Rivest | 2023 | 514,875 | 0 | 90,024 | 345,000 | 33,154 | 983,053 | | Chief Executive Officer | 2022 | 433,296 | 0 | 90,077 | 332,447 | 30,776 | 886,596 | | | 2021 | 293,002 | 0 | 89,762 | 362,000 | 30,970 | 775,734 | | Matthew F. Unger | 2023 | 217,350 | 0 | 60,016 | 125,000 | 21,566 | 423,932 | | VP – Finance & CFO | 2022 | 210,000 | 0 | 60,001 | 106,838 | 13,687 | 390,526 | | | 2021 | 165,664 | 30,000(4) | 0 | 47,000 | 11,623 | 254,287 | | Edwin B. Moran | 2023 | 400,000 | 0 | 74,964 | 270,000 | 33,754 | 778,718 | | President | 2022 | 320,000 | 0 | 75,039 | 259,798 | 29,765 | 684,602 | | | 2021 | 215,536 | 0 | 59,842 | 277,000 | 28,579 | 580,957 | | Susan B. Asch | 2023 | 310,577 | 0 | 0 | 110,000 | 10,864 | 431,441 | | VP, GC and Corporate Secretary(5) | 2022 | 142,500 | 80,000(6) | 0 | 0 | 328 | 222,828 | | | 2021 | 0 | 0 | 0 | 0 | 0 | 0 |

  27. Grants of Plan-Based Awards(1)

    Grants of Plan-Based Awards(1)

  28. Grants of Plan-Based Awards(1)

    | Name | Grant date | All other stock awards: Number of units (#) | Grant date fair value of awards ($)(2) | | (a) | (b) | (i) | (l) | | Kevin R. Hoben | n/a | n/a | n/a | | Dean W. Rivest | March 8, 2023 | 801 | $90,024 | | Matthew F. Unger | March 8, 2023 | 534 | $60,016 | | Edwin B. Moran | March 8, 2023 | 667 | $74,964 | | Susan B. Asch | — | — | — |

  29. Grants of Plan-Based Awards(1)

    Footnotes:

  30. Grants of Plan-Based Awards(1)

    | (1) All equity awards are in the form of phantom stock units issued pursuant to the Omega Flex, Inc. 2006 Phantom Stock Plan, as amended. | | (2) The grant date fair value of each award is computed in accordance with FASB ASC Topic 718. |

  31. Grants of Plan-Based Awards(1)

    The following table sets forth awards to the Company’s chief executive officer, chief financial officer, and the three other most highly compensated executive officers outstanding as of December 31, 2023:

  32. Outstanding Equity Awards at Fiscal Year-End(1)

    Outstanding Equity Awards at Fiscal Year-End(1)

  33. Outstanding Equity Awards at Fiscal Year-End(1)

    | Name | Number of shares or units of stock that have not vested (#)(2) | Market value of shares or units of stock that have not vested ($)(3) | | (a) | (g) | (h) | | Kevin R. Hoben | 0 | 0 | | Dean W. Rivest | 1,397 | $98,525 | | Matthew F. Unger | 797 | $56,220 | | Edwin B. Moran | 1,130 | $79,699 | | Susan B. Asch | 0 | 0 |

  34. Outstanding Equity Awards at Fiscal Year-End(1)

    | (1) All equity awards are in the form of phantom stock units issued pursuant to the Omega Flex, Inc. 2006 Phantom Stock Plan, as amended, as described in the Compensation Discussion and Analysis. | | (2) Vesting of phantom stock awards granted in 2021 and 2022 occurs in three approximately equal installments beginning one year after the grant date, and awards granted in 2023 also have a three-year vesting schedule, but with “cliff vesting” on the third anniversary of the grant date. | | (3) The market value is computed by multiplying the number of units by the closing market price of the Company’s common stock at the end of the last completed fiscal year. |

  35. Option Exercises and Stock Vested(1)

    Option Exercises and Stock Vested(1)

  36. Option Exercises and Stock Vested(1)

    | Name | Number of shares or units acquired on vesting (#)(2) | Value realized ($)(3) | | (a) | (g) | (h) | | Kevin R. Hoben | 0 | 0 | | Dean W. Rivest | 930 | $114,669 | | Matthew F. Unger | 0 | 0 | | Edwin B. Moran | 930 | $114,669 | | Susan B. Asch | 0 | 0 |

  37. Option Exercises and Stock Vested(1)

    Footnotes:

  38. Option Exercises and Stock Vested(1)

    | (1) All equity awards are in the form of phantom stock units issued pursuant to the Omega Flex, Inc. 2006 Phantom Stock Plan, as amended, as described in the Compensation Discussion and Analysis. | | (2) Vesting of phantom stock awards granted in 2021 and 2022 occurs in three approximately equal installments beginning one year after the grant date, and the awards granted in 2023 also have a three-year vesting schedule, but with “cliff vesting” on the third anniversary of the grant date. All units mature one year following the date the grant is fully vested; the number of units that matured in 2023 is shown in this column. | | (3) The value realized is computed by multiplying the number of units by the closing market price of the Company’s common stock on the maturity date. |

  39. Option Exercises and Stock Vested(1)

    Employment Agreements On December 15, 2008, OmegaFlex entered into an employment agreement with Kevin R. Hoben, Chairman and Chief Executive Officer of the Company. As of January 1, 2014, the aforementioned employment agreement was amended in part to add a “clawback” provision. The agreement with Mr. Hoben contains the following terms: Duties and Term. Mr. Hoben will be employed by the Company as Chairman and CEO for a period of two years, and that term will be automatically extended for consecutive one-year periods unless the Company provides six-months advance notice of termination. Effective January 1, 2024, Mr. Hoben became Executive Chairman and is no longer CEO. The agreement is also subject to earlier termination by the Company or by the executive. Compensation. The agreement provides for compensation in the form of: (1) annual base salary (at present, $540,800) subject to annual review and adjustment by the compensation committee of the board of directors; (2) annual incentive bonus awards in accordance with the bonus programs established by the board; (3) 20 days of paid vacation, (4) a car allowance; and (5) other employment benefits provided by the Company to all of its employees, such as retirement plans, medical and life insurance programs, and short- and long-term disability plans, in accordance with the terms of those employee benefit plans. The executive will be reimbursed for all reasonable and necessary expenses incurred in performing his duties. The 2014 amendment to the employment agreement included a “clawback” provision, whereby any amount of incentive compensation that is subject to recovery under any law, rule or listing requirement and based on an overstatement of earnings is subject to repayment by the employee to the Company. Termination. The agreement may be terminated in any of the following circumstances: (1) death, (2) permanent disability, (3) for “cause” (as defined below) at the option of the Company, (4) without “cause” at the option of the Company, (5) for “good reason” (as defined below) at the option of the executive, (6) by resignation or retirement at the option of the executive, or (7) by the Company’s decision not to renew the agreement. Payments on Termination. The executive will receive payments under his agreement as a result of the termination of the agreement, as follows:

  40. Option Exercises and Stock Vested(1)

    | ■ | Death or disability – accrued and unpaid base salary and vacation, and severance in an amount equal to the average incentive bonuses paid to the executive in the three previous fiscal years and prorated from the beginning of the fiscal year to the date of termination; | | ■ | For cause, retirement or resignation – accrued and unpaid base salary and vacation as of the date of termination, retirement, or resignation; | | ■ | Without cause or for good reason – accrued and unpaid base salary and vacation, severance in an amount equal to the average incentive bonuses paid to the executive in the three previous fiscal years, one year’s base salary, and continuation of health benefits and car allowance for one year; or | | ■ | Non-renewal – accrued and unpaid base salary and vacation, severance in an amount equal to the average incentive bonuses paid to the executive in the three previous fiscal years, one year’s base salary, and continuation of health benefits and car allowance for one year. |

  41. Option Exercises and Stock Vested(1)

    For purposes of the agreement, “cause” is defined under the agreement as (a) the willful failure to perform the executive duties under the agreement, (b) willful or gross misconduct, (c) conviction of, or plea of guilty or nolo contendere to, a felony, or (d) a material breach of the executive’s obligations under the agreement, including confidentiality and non-competition. In addition, “good reason” is defined under the agreement to mean (a) a reduction in annual base salary; (b) a material reduction in bonus compensation related to factors other than (i) business or economic conditions, (ii) poor performance, (iii) limits on executive compensation imposed by law or regulation, or (iv) new requirements in the Internal Revenue Code or Employee Retirement Income Security Act; (c) a relocation of the place of employment greater than twenty five (25) miles from the current place of employment; or (d) a material reduction in principal duties and responsibilities. Change in Control. The agreement provides that if it is terminated without cause or for good reason, or is not renewed by the Company, anytime in an 18 month period following a change in control, the executive will receive an amount equal to two years’ base salary and two times the average incentive bonus amounts paid or earned in the prior three years. These amounts are in addition to any payments that may be received in respect of the termination of the agreement. A “change in control” may occur through (1) a merger or consolidation of the Company with another entity, where the Company’s shareholders prior to the transaction will not hold a majority of the voting power of the equity interests of the successor entity, (2) a sale or transfer of all or substantially all of the Company’s assets, (3) acquisition by a person or group of persons acting together in a transaction or series of transaction resulting in that person or persons’ owning 50% or more of the voting power of the voting securities of the Company, (4) a change in the composition of the board of directors in a two year period where a majority of the board members as of the date of determination have changed from the beginning date, or (5) the liquidation or dissolution of the Company (excluding however, any bankruptcy of the Company). Restrictive Covenants. During the term of the agreement and for one year after termination of each agreement, the executive may not solicit or induce any employee to leave the employment of the Company, or to solicit or induce any customer or supplier of the Company to terminate or modify their business relationship with the Company. Further, during the term of the agreement and for one year after termination of the agreement, the executive may not engage, either individually or as an employee, director, owner or consultant of any entity, in any business that is engaged in the manufacture and sale of flexible metal hose and braid products, or other line of business in which the Company is engaged at the time of termination. Miscellaneous. The agreement will be interpreted in accordance with Section 409A of the Internal Revenue Code, including deferral of any payments to the executive if he is deemed to be a “specified employee” under Section 409A of the Internal Revenue Code. Any payments under the agreements that may be subject to an excise tax imposed under Section 4999 of the Internal Revenue Code will be reduced to a level so that the payment will not be subject to such excise tax. The agreements supersede and replace the prior executive employment agreements. Change of Control Agreements OmegaFlex entered into change of control agreements with each of the following named executive officers: Dean W. Rivest, Matthew F. Unger, Edwin B. Moran and Susan B. Asch. The change of control agreements all contain the following terms: Change of Control. A change of control means an event where either (a) the individuals constituting the Company’s board of directors as of the date of the Agreement cease to constitute a majority of the board (except where the majority of the current board appoints or nominates for election a new board member), or (b) approval by the shareholders of a reorganization, merger or consolidation of the Company (except where 75% of the outstanding stock of the new organization is held by shareholders of the Company immediately prior to the reorganization, merger or consolidation), or (c) approval by the shareholders of a complete liquidation or dissolution of the Company, or a sale or disposition of substantially all of the Company’s assets. Post-Change Employment Period. After a change of control occurs, the employee shall be employed by the Company for three years after the change of control occurred (the “post-change employment period”). Terms of Employment. The employee shall be employed in substantially the same position with substantially the same duties and within 35 miles of the same physical location to which the employee was assigned as of the date of the change of control. During the post-change employment period, the employee will receive at least the highest base annual salary he received within the 12-month period prior to the change of control and will be entitled to participate in an executive incentive plan. The amount received under the executive incentive plan will be dependent on the performance of the Company during the post-change employment period. However, in lieu of participating in the executive incentive plan during the post-change employment period, the employee may instead elect to receive the three-year average compensation that the employee received under the Company’s executive incentive plans in the three years prior to the change of control, which would be paid monthly in arrears during the post-change employment period. The employee may also participate and receive benefits under the Company’s employee benefit programs, under the terms most favorable to employee as existed within 120 days prior to the change of control. Termination of Employment during Post-Change Employment Period. The employee’s employment may be terminated during the post-change employment period (a) by the employee’s death, disability or retirement, (b) by the Company for “cause”, or (c) by the employee for “good reason.” “Cause” means (i) deliberate misconduct having a material adverse effect on the Company, (ii) employee’s continuing failure to perform a substantial portion of employee’s duties, after failing to cure those deficiencies within 30 days of receiving notice, (iii) a criminal felony conviction of the employee having a material adverse effect on the Company, (iv) employee’s use or abuse of controlled substances or habitual intoxication, after receiving 30 days’ notice, or (v) any material breach by employee of their obligations under the Agreement having a material adverse effect on the Company. In addition, the then current board of directors of the Company must notify the employee of the Company’s intent to terminate for cause and provide such employee with an opportunity to be heard with counsel by the board disputing the purported termination, and after that hearing provide to the employee a copy of the resolution that has been affirmatively approved by 75% of the then current board of directors finding that the employee’s conduct justifies termination for cause.

  42. Option Exercises and Stock Vested(1)

    “Good Reason” means (i) any substantial increase or diminution of the employee’s authority, duties or responsibilities provided as part of the terms of his employment, unless the employee agrees to a substantial increase in his duties, (ii) any failure by the Company to pay the compensation provided under the relevant agreement, (iii) relocation to a location greater than 35 miles from his location before the change of control, or substantial increase in business travel than previously undertaken before the change of control, (iv) any purported termination by the Company, except as expressly provided under the Agreement, or (v) any failure by the Company to require any successor-in-interest to assume the obligations of the Agreement. Company Obligation upon Termination. If during the post-change employment period the employee’s employment with the Company is terminated for the reasons set forth below, then the Company shall pay the following: Death, Disability or Retirement – annual salary up to the date of termination to the extent not previously paid, and any deferred compensation to the extent not previously paid, together with any other death, disability, retirement or any other available benefits offered by the Company, either before the change of control or as of the date of termination, whatever is most favorable to the employee. Cause – annual salary up to the date of termination to the extent not previously paid, and any deferred compensation to the extent not previously paid. Other; Good Reason – if employee is terminated for reasons other than for death, disability, retirement, or cause, or if the employee resigns for good reason, then the employee shall be paid (i) annual salary up to the date of termination to the extent not previously paid, and any deferred compensation to the extent not previously paid, and (ii) a severance benefit equal to a multiple of two times the sum of employee’s base salary, and the average of the last two annual bonus awards paid to employee; and shall be entitled to continued participation in the Company’s benefit plans for a period of 12 months after termination. Non-competition; Non-disclosure. During his employment with the Company, the employee shall not compete with the Company or have a substantial interest in any organization that competes with the Company. The employee may not disclose the Company’s confidential and proprietary information, and shall return such information to the Company upon his termination. Severance. If prior to a change of control, the employee is terminated other than for death, disability or for cause, or the Agreement is terminated and the employee is terminated other than for death, disability or for cause within 12 months of such Agreement being terminated, the employee shall receive as severance for 18 months after termination his annual base salary, paid on a regular payroll schedule, continuation of all benefits, and an extension of any period in which to exercise vested stock options, and shall also be entitled to participate in any executive incentive plan through the next annual calculation and distribution. This severance is an alternative payment to that provided after a change of control as described above. Miscellaneous. No payments under the Agreement may be subject to set-off or recoupment by the Company. The Company shall pay employee’s costs, expenses and legal fees incurred to enforce any terms of the Agreement against the Company. The Company shall require any successor in interest to assume the obligations of the Agreement. The Agreement is not effective unless expressly authorized by the board, which authorizations were subsequently issued. Potential Payments upon Termination or Change in Control The table below reflects the estimated amount of compensation payable to our named executive officers assuming their employment had terminated on December 31, 2023, under the circumstances indicated. Payments with respect to termination from the Company may occur as a result of termination of the employment relationship or as a result of a change of control of the Company. These payments (“Severance Payments”) would be in the form of cash payments to which the named executive officers would be entitled under the terms of their respective agreements; for Mr. Hoben, those are his employment agreement (“Employment Agreement”); for Mr. Rivest, Mr. Unger, Mr. Moran, and Ms. Asch, those are their respective change of control agreements (“CIC Agreements”). Under the Employment Agreement, Severance Payments would be due and owing for termination by reason of (a) death or disability, (b) without cause or by the officer for good reason, (c) non-renewal of the Employment Agreement(s), or a change in control of the Company. Under the CIC Agreements, Severance Payments would be due and owing for termination following a change of control of the Company. The change in control Severance Payments require a “double-trigger”, meaning that a change in control alone, without a qualifying termination of employment during a specified period following a change in control, will not give rise to any change in control payments. A separate Severance Payment would be due and owing if the executive officer is terminated prior to a change of control for reasons other than for death, disability or for cause, or if the CIC Agreement is terminated and the employee is terminated other than for death, disability or for cause within 12 months of such CIC Agreement being terminated. As a result, amounts reflected under the column titled “Without Cause / Good Reason / Non-Renewal” assume either (a) involuntary termination by the Company without cause or resignation for good reason (where applicable) in connection with a change in control, (b) termination for reasons other than for death, disability or for cause, or (c) non-renewal of the relevant Employment Agreement. Under the terms of the phantom stock plan, in the event of termination by the Company without cause or by the executive with good reason following a change in control, the compensation committee will take action to ensure that any phantom stock units outstanding at the closing of a potential change of control event would receive an equivalent value under the terms of a potential acquisition or merger agreement. For further details about the post-termination amounts shown in the following table, see the footnotes to the table and the respective discussions above.

  43. Termination Payments

    | CEO Annual Total Compensation | $2,593,145 | | Median Employee Annual Total Compensation | $70,000 | | CEO to Median Employee Pay Ratio | 37:1 |

  44. PAY VERSUS PERFORMANCE

    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:

  45. Pay Versus Performance Table

    Pay Versus Performance Table

  46. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | (In Thousands) | | | Year (1) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) (2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) (3) | OmegaFlex Total Shareholder Return ($) (4) | Index Total Shareholder Return ($) (5) | OmegaFlex Net Income ($) | OmegaFlex Earnings before interest and tax ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 2,133,976 | 2,133,976 | 654,286 | 530,752 | 68.68 | 207.18 | 20,763 | 25,845 | | 2022 | 2,598,910 | 2,598,910 | 614,767 | 412,596 | 89.61 | 175.02 | 23,622 | 30,805 | | 2021 | 2,975,113 | 2,975,113 | 1,144,126 | 1,124,662 | 120.46 | 156.92 | 26,195 | 35,083 | | 2020 | 2,425,216 | 2,425,216 | 884,602 | 1,226,033 | 137.37 | 106.60 | 19,910 | 26,600 |

  47. Pay Versus Performance Table

    | (1) Kevin R. Hoben is the PEO for each year. 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. The other NEOs for 2021 are: Dean W. Rivest, Matthew F. Unger, Edwin B. Moran and Mark F. Albino. The other NEOs for 2020 are: Dean W. Rivest, Edwin B. Moran, Mark F. Albino and Paul J. Kane. |

  48. Pay Versus Performance Table

    | (2) Because the PEO does not have equity awards, there is no adjustment. |

  49. Pay Versus Performance Table

    | (3) For each year, the values included in this column reflect the adjustments to the values included in column (d) as shown in the Adjustment Table below. |

  50. Pay Versus Performance Table

    | (4) Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2019, in our common stock. |

  51. Pay Versus Performance Table

    | (5) Index TSR reflects the S&P 500 Building Products Index. |

  52. Tabular List of Important Financial Performance Measures

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Mark F. Albino(2) | 59,850 | — | 59,850 | | James M. Dubin | 85,050 | — | 85,050 | | David K. Evans | 79,800 | — | 79,800 | | J. Nicholas Filler | 85,050 | — | 85,050 | | Derek W. Glanvill | 79,800 | — | 79,800 | | Stewart B. Reed | 90,300 | — | 90,300 |