DEF 14A of Omega Flex, Inc.
Filed Apr 28, 2026 · FY20250001493152-26-019288
Shareholder Proposals
Director Biographies James M. Dubin, Age 79 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 also 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 member of the board of directors of Echoleat Systems, Inc. and Emmis Corporation. 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 The Neuberger Museum of Art, Miami City Ballet, Purchase College Foundation, Biennial Foundation, and the American Ballet Theatre. Mr. Dubin has extensive experience in accounting, finance, and financial reporting, as well as having been an attorney with a practice in corporate law, securities, and mergers and acquisitions. David K. Evans, Age 71 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. J. Nicholas Filler, Age 74 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 has served as a director of several other companies. 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. Kevin R. Hoben, Age 79 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. Edwin B. Moran, Age 59 Since January 2024, Mr. Moran has served as 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 also a director of Flex-Trac, our U.S. subsidiary recently formed to continue to develop our MediTrac® business. Stewart B. Reed, Age 79 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. Dean W. Rivest, Age 56 Since January 2024, Mr. Rivest has served as Chief Executive Officer of the Company, and he also serves as a director. He previously served as our President from 2022 through 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 president and chief executive officer of Flex-Trac, our U.S. subsidiary recently formed to continue to develop our MediTrac® business; 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. Stephen M. Shea, Age 69 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 59 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 2023. She was promoted to Vice President effective January 2024. She also serves as corporate secretary of Flex-Trac, our U.S. subsidiary recently formed to continue to develop our MediTrac® business. 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 59
Shareholder Proposals
Mr. Unger has served as our Vice President – Finance and Chief Financial Officer since 2022 and was our 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, and treasurer of Flex-Trac, our U.S. subsidiary recently formed to continue to develop our MediTrac® business. Director Nomination Process Our board of directors itself is responsible for determining its optimum size, filling vacancies and recommending nominees for election by the shareholders. 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 may seek to identify and consider candidates who may have a variety of backgrounds 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, in support of the principal commitment to ensure the board’s composition appropriately supports current and anticipated business needs. 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”. In connection with the directors nominated for election at this year’s annual meeting of shareholders, the nominating/governance committee members discussed the current board’s composition as it relates to the current and anticipated needs of the board and Company, and the other pertinent characteristics set forth in the Company’s guidelines for board membership described above under the heading “Director Nomination Process,” and concluded to recommend making the appointments, and otherwise, not to recommend making a change to board composition or size at this time, because the committee considers the board’s composition and size to appropriately reflect the current and anticipated needs of the board and the Company and its subsidiaries. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information, as of April 2, 2026, regarding the beneficial ownership of shares of the Company’s and its Flex-Trac subsidiary’s common stock, held by each person known to the Company to own five percent or more of such common stock, each current director and nominee for director of the Company, each of the Company’s named executive officers, and the current directors and executive officers of the Company as a group. As of April 2, 2026, there were 10,094,322 shares of the Company’s common stock outstanding and 10,514,322 shares of common stock of Flex-Trac outstanding.
Insider Trading and Clawback Policies
| 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 | 2025 | 559,728 | 0 | 0 | 403,470 | 49,756 | 1,012,954 | | Executive Chairman | 2024 | 540,800 | 0 | 0 | 419,802 | 49,725 | 1,010,327 | | Dean W. Rivest | 2025 | 559,728 | 22,500 | 150,750 | 300,000 | 30,582 | 1,063,560 | | Chief Executive Officer | 2024 | 540,800 | 0 | 90,000 | 305,000 | 30,935 | 966,735 | | Edwin B. Moran | 2025 | 559,728 | 7,500 | 96,600 | 220,068 | 29,557 | 913,453 | | President | 2024 | 540,800 | 0 | 75,000 | 225,000 | 30,935 | 871,735 |
Outstanding Equity Awards at Fiscal Year-End(1)
Outstanding Equity Awards at Fiscal Year-End(1)
Outstanding Equity Awards at Fiscal Year-End(1)
| Name (a) | Type of Award | Number of shares or units of stock that have not vested (#)(2) (g) | Market value of shares or units of stock that have not vested ($)(3)(h) | | Kevin R. Hoben | N/A | 0 | 0 | | Dean W. Rivest | Phantom Stock Units | 4,534 | 133,481 | | | FTI Shares | 225,000 | 60,750 | | Edwin B. Moran | Phantom Stock Units | 3,778 | 111,224 | | | FTI Shares | 80,000 | 21,600 |
Outstanding Equity Awards at Fiscal Year-End(1)
Footnotes:
Outstanding Equity Awards at Fiscal Year-End(1)
| (1) Equity awards are in the form of phantom stock units granted annually, typically in February or March, pursuant to the Omega Flex, Inc. 2006 Phantom Stock Plan, as amended, and, in 2025 only, awards of shares of restricted stock (“FTI Shares”) under the Flex-Trac, Inc. 2025 Equity Incentive Plan. | | (2) The phantom stock units have a three-year “cliff vesting” schedule on the third anniversary of the grant date. The FTI Shares have an eight-year “cliff vesting” schedule from the grant date. | | (3) For the phantom stock units, the market value was computed by multiplying the number of units by the closing market price of the Company’s common stock at the end of the last completed fiscal year. For the FTI Shares, the market value was determined through the income valuation approach using real option analysis which utilized the Black-Scholes option pricing model. |
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| Year (1) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) (2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | | (a) | (b) | (c) | (d) | (e) | | 2025 | 1,063,560 | 940,966 | 963,204 | 886,762 | | 2024 | 966,735 | 877,464 | 941,031 | 869,125 | | 2023 | 2,133,976 | 2,133,976 | 654,286 | 530,752 |
Pay Versus Performance Table
| (1) Dean W. Rivest is the PEO for 2025 and 2024 and Kevin R. Hoben is the PEO for 2023. The other NEOs for 2025 and 2024 are: Kevin R. Hoben and Edwin B. Moran. The other NEOs for 2023 are: Dean W. Rivest, Matthew F. Unger, Edwin B. Moran and Susan B. Asch. | | (2) Because Kevin R. Hoben does not have equity awards, there is no adjustment for 2023. For 2025 and 2024, the value included in this column reflects the adjustments to the values as shown in the PEO Adjustment Table below. |
Pay Versus Performance Table
| (3) For each year, the values included in this column reflect the adjustments to the values as shown in the Non-PEO NEO Adjustment Table below. |
Relationship Between Pay and Performance
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | James M. Dubin | 95,512 | 2,700 | 98,212 | | David K. Evans | 90,000 | 2,700 | 92,700 | | J. Nicholas Filler | 95,512 | 2,700 | 98,212 | | Stewart B. Reed | 101,024 | — | 101,024 | | Stephen M. Shea(1) | 90,000 | 2,700 | 92,700 |