DEF 14A of Omega Flex, Inc., Apr 29, 2025

DEF 14A of Omega Flex, Inc.

Filed Apr 29, 2025 · FY20240001641172-25-006607

Open on EDGAR

  1. Shares

    Shares Subject to adjustment as provided in the Plan, up to 818,458 shares of Common Stock, or 7.5% of the fully diluted shares of Common Stock, may be issued pursuant to the Plan with respect to awards (with not more than 818,458 shares of Common Stock being issued upon the exercise of incentive stock options (“ISOs”)). The maximum number of shares that may be issued under the Plan is subject to adjustment, as described below. Shares issued under the Plan may be authorized but unissued shares of Common Stock or reacquired shares of Common Stock. If an award is forfeited, terminates, expires or lapses instead of being exercised, or any award is settled for cash, the shares underlying such forfeited, terminated, expired or lapsed award will return to the pool of shares available for issuance under the Plan. Shares tendered by a participant or withheld by Flex-Trac in payment of the purchase price of a stock option or SAR or to pay taxes may not be added back to the available pool of shares authorized under the Plan.

  2. Types of Awards

    Types of Awards The following types of awards may be granted under the Plan: ● options (both ISOs and nonqualified options); ● stock appreciation rights (“SARs”); ● restricted stock; ● restricted stock units (“RSUs”); ● performance awards; and ● other stock-based awards. Options. Options granted under the Plan may be ISOs (qualifying for favorable income tax treatment under Section 422 of the Internal Revenue Code) or nonqualified stock options. A description of the tax treatment of stock options appears below under the heading “Federal Income Tax Information.” The Compensation Committee will determine the exercise price at which shares underlying a stock option may be purchased. The exercise price for options granted under the Plan must be equal to at least 100% (or 110% in the case of certain ISOs) of the fair market value (as defined the Plan) of Common Stock as of the date of the grant of the option. The exercise price of a stock option may be paid pursuant to one or more of the following methods, as determined by the Compensation Committee and set forth in the award agreement: cash, check, by delivering shares of Common Stock owned by the participant (or attesting to ownership of such shares) or by permitting Flex-Trac to withhold shares of Common Stock for which the stock option is exercisable. Stock options granted under the Plan are exercisable as determined by the Compensation Committee and specified in the applicable award agreement. In no event will a stock option be exercisable after ten years (or 5 years in the case of certain ISOs) from the date of grant. The Plan also contains an automatic exercise provision which provides that immediately before its expiration, an option will be deemed automatically exercised if certain conditions set forth in the Plan are satisfied, including the option being in-the money. A participant may not receive dividends or dividend equivalents with respect to stock options. No option will be transferable otherwise than by will or the laws of descent and distribution. The Compensation Committee may permit a nonqualified stock option to be transferred by a participant to a family member (as defined in the Plan), subject to restrictions set forth in the Plan. SARs. SARs issued under the Plan may be “Tandem SARs,” which are granted in conjunction with a stock option, or “Free-Standing SARs,” which are not granted in conjunction with a stock option. A SAR is a right to receive a payment in cash, shares of Common Stock or a combination of cash and shares of Common Stock, in an amount equal to the product of (i) the excess of the fair market value of one share as of the exercise date over the exercise price of the applicable SAR, multiplied by (ii) the number of shares in respect of which the SAR has been exercised. The exercise price per share may not be less than the fair market value of a share of Common Stock on the date the SAR is granted. SARs are exercisable as determined by the Compensation Committee and specified in the applicable award agreement. No SAR will be exercisable later than ten years after the date it is granted. A participant may not receive dividends or dividend equivalents with respect to SARs. No Free-Standing SAR will be transferable otherwise than by will or the laws of descent and distribution. The Compensation Committee may permit a Free-Standing SAR to be transferred by a participant to a family member (as defined in the Plan), subject to restrictions set forth in the Plan. A Tandem SAR will be transferable only with the related stock option. Restricted Stock and RSUs. Each award of restricted stock or RSUs will be subject to such terms and conditions consistent with the Plan, as determined by the Compensation Committee and as set forth in the applicable award agreement. Restricted shares granted under the Plan are, for a period of time determined by the Compensation Committee, subject to forfeiture if certain conditions established by the Compensation Committee, including continuous service and performance goals set by the Compensation Committee, are not met. An RSU is an award denominated in shares that will be settled, subject to the terms and conditions of the RSUs, in an amount in cash, shares, or both. The Compensation Committee will establish the terms and conditions upon which the restrictions on those shares or units will lapse. Participants holding restricted stock may have such rights with respect to such shares as may be determined by the Compensation Committee and set forth in the applicable award agreement, including the right to vote such shares. Participants holding RSUs do not possess any voting rights with respect to those units. The Plan provides that dividends on restricted shares or RSUs will be paid only to the extent the underlying award vests. During the restriction period set by the Compensation Committee, the participant may not sell, assign, transfer, pledge or otherwise encumber restricted stock or RSUs awarded under the Plan. The vesting provisions of each award of restricted stock or RSUs will be set forth in the applicable award agreement or other document approved by the Compensation Committee. Performance Awards. The Plan provides for the award of performance awards either alone or in conjunction with other awards granted under the Plan. The performance goals to be achieved during any performance period and the length of the performance period will be determined by the Compensation Committee Other Stock-Based Awards. The Plan provides that other stock-based awards may be granted either alone or in conjunction with other awards granted under the Plan.

  3. Cessation of Continuous Service

    | ● | unvested stock options and SARs shall expire; | | ● | vested and exercisable stock options and SARs will expire immediately if the participant is terminated for cause; | | ● | vested and exercisable stock options and SARS will expire on the earliest to occur of: |

  4. Cessation of Continuous Service

    If a participant dies after his or her cessation of continuous service but while a stock option or SAR is otherwise exercisable, unless the Compensation Committee determines otherwise, the portion of the stock option or SAR that is vested and exercisable on the date of such cessation of continuous service will expire upon the earlier to occur of: (i) the last day of the term of the stock option or SAR and (ii) the one-year anniversary of the date of death. The effect of a cessation of continuous service on unvested restricted stock awards and RSUs will be set forth in the applicable award agreement.

  5. Change in Control

    Change in Control Unless provided otherwise in the applicable award agreement, in the event of a “change in control” (as defined in the Plan):

  6. Change in Control

    | ● | if equivalent replacement awards are not substituted for awards granted and outstanding under the Plan at the time of such change in control, then any outstanding time-based award will automatically vest in full and any performance-based award will vest based on performance through the last date prior to the change in control that the performance goals can be measured. |

  7. Change in Control

    | ● | if equivalent replacement awards are substituted for awards granted and outstanding under the Plan at the time of such change in control, vesting of unvested awards will not accelerate. However, such replacement awards will vest and be deemed earned in full (with respect to performance goals, unless otherwise agreed in connection with the change in control, at the level of achievement through the latest date preceding the cessation of continuous service as to which performance can, as a practical matter, be determined) upon an involuntary cessation of continuous service or death or disability within twenty-four (24) months after such change in control (i.e., the awards “double-trigger” vest). Any stock option or SAR held by the participant as of the date of the change in control that remains outstanding as of the date of such cessation of continuous service may thereafter be exercised until the expiration of the stated full term of the nonqualified stock option or SAR. |

  8. Change in Control

    An award will qualify as a “replacement award” under the Plan if the following conditions are met in the sole discretion of the Compensation Committee: (i) it is of the same type as the award being replaced, which we refer to as the “replaced award”; (ii) it has a value equal to the value of the replaced award as of the date of the change in control; (iii) if the underlying replaced award was an equity-based award, it relates to publicly traded equity securities of Flex-Trac, if any, or the entity surviving Flex-Trac following the change in control; (iv) it contains terms relating to vesting (including with respect to a cessation of continuous service) that are substantially identical to those of the replaced award; and (v) its other terms and conditions are not less favorable to the participant than the terms and conditions of the replaced award (including the provisions that would apply in the event of a subsequent change in control) as of the date of the change in control.

  9. Repricing of Options and SARs

    Repricing of Options and SARs In no event may any stock option or SAR granted under the Plan be amended, other than in connection with adjustments due to changes in Flex-Trac’s capital structure described above, to decrease the exercise price thereof, be cancelled in exchange for cash or other awards or in conjunction with the grant of any new stock option or Free-Standing SAR with a lower exercise price, or otherwise be subject to any action that would be treated, under the applicable exchange listing standards, if any, or for accounting purposes, as a “repricing” of such stock option or Free-Standing SAR, unless such amendment, cancellation, or action is approved by Flex-Trac’s shareholders.

  10. Nonqualified Stock Options and SARs

    Nonqualified Stock Options and SARs A participant generally is not required to recognize income on the grant of a nonqualified stock option or a SAR. Instead, ordinary income generally is required to be recognized on the date the nonqualified stock option or SAR is exercised. In general, the amount of ordinary income required to be recognized is (i) in the case of a nonqualified stock option an amount equal to the excess, if any, of the fair market value of the shares on the exercise date over the aggregate exercise price and (ii) in the case of a SAR, the amount of cash and/or the fair market value of any shares received upon exercise.

  11. Restricted Stock

    Restricted Stock Unless a participant who receives an award of restricted stock makes an election under Section 83(b) of the Internal Revenue Code, as described below, the participant generally is not required to recognize ordinary income on the award of restricted stock. Instead, on the date the restrictions lapse and the shares vest (that is, become transferable and no longer subject to forfeiture), the participant will be required to recognize ordinary income in an amount equal to the excess, if any, of the fair market value of the vesting shares on that date over the amount paid, if any, for those shares. If a participant makes a Section 83(b) election to recognize ordinary income on the date the shares are awarded, the amount of ordinary income required to be recognized is an amount equal to the excess, if any, of the fair market value of the shares on the date of award over the amount paid, if any, for those shares. In that case, the participant will not be required to recognize additional ordinary income when the restrictions lapse and the shares vest.

  12. RSUs

    RSUs A participant generally is not required to recognize income on the grant of an RSU. In general, on the date the RSUs vest, the participant will be required to recognize ordinary income in an amount equal to the fair market value of the stock deliverable on the vesting date.

  13. Deductibility by Flex-Trac

    Deductibility by Flex-Trac Flex-Trac generally is not allowed a deduction in connection with the grant or exercise of an ISO. However, if a participant is required to recognize income as a result of a disqualifying disposition, Flex-Trac will be entitled to a deduction equal to the amount of ordinary income so recognized. In the case of a nonqualified stock option (including an ISO that is treated as a nonqualified stock option), a SAR, or restricted stock or RSU, in general, Flex-Trac will be allowed a deduction in an amount equal to the amount of ordinary income recognized by a participant, provided that certain income tax reporting requirements are satisfied.

  14. New Plan Benefits

    | Name and Position(1) | Number of Shares of Restricted Stock(2) | | Dean W. Rivest, Chief Executive Officer | 225,000 | | Edwin B. Moran, President | 80,000 | | Current Named Executive Officers as a Group | 305,000 | | Current Non-Executive Director Group | 40,000 | | Current Non-Named Executive Officer Employee Group | 75,000 |

  15. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE YOUR SHARES “FOR” THE APPROVAL OF FLEX-TRAC, INC. 2025 EQUITY INCENTIVE PLAN

    THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE YOUR SHARES “FOR” THE APPROVAL OF FLEX-TRAC, INC. 2025 EQUITY INCENTIVE PLAN Proposal 4 – Approval, on an Advisory Basis, of the Compensation of Our Named Executive Officers Under the rules of the Securities and Exchange Commission (the “SEC”), we are required to provide our shareholders with the opportunity to cast a non-binding advisory vote on the compensation of our named executive officers as disclosed in the proxy statement. This proposal is commonly known as a “say on pay” proposal. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our executive compensation philosophy, objectives and program, as described in this proxy statement. The disclosures related to compensation of our named executive officers consist of the Summary Compensation Table and the other required executive compensation tables and related narrative disclosures in this proxy statement. The executive officers named in the Summary Compensation Table and deemed to be “named executive officers” are Kevin R. Hoben, Dean W. Rivest, and Edwin B. Moran. Accordingly, the board of directors recommends that our shareholders vote “FOR” the following resolution: “RESOLVED, that the shareholders of the Company approve, on a non-binding advisory basis, the compensation of the named executive officers of the Company, as disclosed in the proxy statement for the 2025 Annual Meeting of Shareholders pursuant to the applicable rules of the Securities and Exchange Commission, including the compensation tables regarding named executive officer compensation and the narrative disclosures that accompany the compensation tables.” This resolution allows our shareholders the opportunity to communicate to the board of directors their views on the compensation of our named executive officers. This vote is advisory in nature and non-binding, and may not be construed as overruling a decision by the compensation committee or the board, nor creating nor implying any additional fiduciary duty by the board. However, the compensation committee and the board of directors value the opinion of our shareholders and, to the extent there is any significant vote against the compensation of our named executive officers as disclosed in this proxy statement, will consider the outcome of the vote when determining executive compensation to be paid to the Company’s executives, including the named executive officers, in the following year or years. The Company’s current policy is to hold a say on pay vote every three years. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE YOUR SHARES “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT. Proposal 5 – Approval, on an Advisory Basis, of the Frequency of the Approval of the Compensation of Our Named Executive Officers. In addition to the non-binding advisory vote on the compensation of our named executive officers, the SEC rules also require the Company to provide shareholders with the opportunity to cast a non-binding advisory vote on whether the “say on pay” vote should occur at the annual shareholder meeting every one, two or three years. While this proposal is advisory and is not binding on the Company, our board of directors values the views of the shareholders on this issue, and believes that a “say on pay” vote every three years provides an adequate timeframe for the shareholders to provide feedback on the compensation of our named executive officers and enables the board to respond to shareholder feedback. Although our board recommends that shareholders vote in favor of holding “say on pay” vote every three years, you will be given the opportunity to votie in favor of holding “say on pay” votes every one, two or three years, or abstain from voting on this proposal. The board will carefully consider the outcome of the vote when making future decisions regarding the frequency of advisory votes on the compensation of our named executive officers. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE YOUR SHARES “FOR” A FREQUENCY OF EVERY “THREE YEARS” FOR FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

  16. Shareholder Proposals

    Director Biographies James M. Dubin, Age 78 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 70 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 73 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. Kevin R. Hoben, Age 78 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. Edwin B. Moran, Age 58 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 also a director of Flex-Trac, our U.S. subsidiary recently formed to continue to develop our MediTrac® business. Stewart B. Reed, Age 78 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 55 Since January 2024, Mr. Rivest has served as Chief Executive Officer of the Company. 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 68 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 58 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 58

  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, 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. ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS Introduction. There has been an increasing level of discussion and analysis of the purpose and responsibility of listed companies. In 2019, the Business Roundtable issued a memo titled Statement on the Purpose of a Corporation, which revisited the premise of the existence of a business corporation and recast that purpose from its prior exclusive focus on creating value for its shareholders, to a broader commitment to creating value for all of a corporation’s stakeholders, including customers, employees, suppliers, communities, and shareholders. In taking any action on behalf of the corporation under the Pennsylvania Business Corporation Law, the board of OmegaFlex may consider the “effects of any action upon any or all groups affected by such action, including shareholders, employees, suppliers, customers and creditors of the corporation, and upon communities in which offices or other establishments of the corporation are located.”(1)Just as “no man is an island unto himself,” so every business and enterprise is a part of the larger social fabric. (1)15 Pa. Cons. Stat. Ann. § 1715 Being an engaged corporate citizen, the Company has structured its business to benefit not only its shareholders, but also its customers, employees, suppliers, and members of the community in which we operate. Environmental. The Company is classified under federal environmental laws as a “small quantity generator.” All of the materials used in our manufacturing process are either turned into a final product or are recycled. We are not required to report any hazardous chemicals used in the production of our products under Section 313 of the Emergency Planning and Community Right-to-Know Act of 1986 (EPCRA) (42 U.S.C. §1023), because there are no “releases” of hazardous materials in the manufacturing process under the §313 article exemption. All such hazardous materials (for example, nickel and chrome in the stainless-steel alloys) are chemically bonded and contained within the alloy, and the manufacturing process merely shapes the metal to the desired form; there is no process that releases the constituent hazardous materials from the stainless-steel strip. The TIG welding process merely joins the two edges of the stainless-steel strip together without any welding filler material. Any scrap material generated during the forming process is completely recycled. Further, the final product does not present a pathway to exposure of hazardous chemicals to employees, customers, installers, or consumers. Similarly, cooling liquids used in the process are water-based and recycled, and polymers used in coating the metal pipe are also used or recycled. In short, there is no hazardous waste stream emitting from our manufacturing facilities.

  18. 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 | 2024 | 540,800 | 0 | 0 | 419,802 | 49,725 | 1,010,327 | | Executive Chairman | 2023 | 510,648 | 0 | 0 | 1,576,468 | 46,860 | 2,133,976 | | Dean W. Rivest | 2024 | 540,800 | 0 | 90,000 | 305,000 | 30,935 | 966,735 | | Chief Executive Officer | 2023 | 514,875 | 0 | 90,024 | 345,000 | 33,154 | 983,053 | | Edwin B. Moran | 2024 | 540,800 | 0 | 75,000 | 225,000 | 30,935 | 871,735 | | President | 2023 | 400,000 | 0 | 74,964 | 270,000 | 33,754 | 778,718 |

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

    Outstanding Equity Awards at Fiscal Year-End(1)

  20. 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 | 2,249 | $94,376 | | Edwin B. Moran | 1,874 | $78,637 |

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

    Footnotes:

  22. 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. | | (2) Vesting of phantom stock awards granted in 2022 occurs in three approximately equal installments beginning one year after the grant date, and awards granted in 2023 and 2024 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. |

  23. Pay Versus Performance Table

    Pay Versus Performance Table

  24. Pay Versus Performance Table

    | Year (1) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) (2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) (3) | | (a) | (b) | (c) | (d) | (e) | | 2024 | 966,735 | 877,464 | 941,031 | 869,125 | | 2023 | 2,133,976 | 2,133,976 | 654,286 | 530,752 | | 2022 | 2,598,910 | 2,598,910 | 614,767 | 412,596 |

  25. Pay Versus Performance Table

    | (1) Dean W. Rivest is the PEO for 2024 and Kevin R. Hoben is the PEO for 2023 and 2022. The other NEOs for 2024 are: Kevin R. Hoben and Edwin B. Moran. The other NEOs for 2023 are: Dean W. Rivest, Matthew F. Unger, Edwin B. Moran and Susan B. Asch. The other NEOs for 2022 are: Dean W. Rivest, Matthew F. Unger, Edwin B. Moran and Timothy P. Scanlan. | | (2) Because Kevin R. Hoben does not have equity awards, there is no adjustment for 2023 or 2022. For 2024, the value included in this column reflects the adjustments to the values as shown in the PEO Adjustment Table below. | | (3) For each year, the values included in this column reflect the adjustments to the values as shown in the Non-PEO NEO Adjustment Table below. |

  26. Relationship Between Pay and Performance

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Total ($) | | James M. Dubin | 95,512 | — | 95,512 | | David K. Evans | 90,000 | — | 90,000 | | J. Nicholas Filler | 95,512 | — | 95,512 | | Derek W. Glanvill(1) | 22,500 | — | 22,500 | | Stewart B. Reed | 101,024 | — | 101,024 | | Stephen M. Shea(1) | 67,500 | — | 67,500 |