Michael Porcelain
About Michael Porcelain
Michael D. Porcelain (age 56) has served as an independent director of Air Industries Group since October 23, 2017. He is a CPA (since 1996) with deep operating and financial leadership experience, including CEO, President, COO, CFO, and VP roles at Comtech Telecommunications. He holds a B.S. in Business Economics (SUNY Oneonta) and an M.S. in Accounting and MBA (Binghamton University) . He currently consults and serves on the board of The Independent Adviser Corporation, and is a private investor; he has also been a director of The Fund for Modern Court since March 2021 and previously taught graduate accounting as an adjunct at Adelphi and St. John’s .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Comtech Telecommunications Corp. (public) | Chief Executive Officer | Jan 2022 | Led a public provider of next-gen 911 and secure wireless technologies; prior board member |
| Comtech Telecommunications Corp. | President | Jan 2020–Jan 2022 | Oversaw corporate operations and strategy |
| Comtech Telecommunications Corp. | Chief Operating Officer | Oct 2018–Jan 2022 | Ran operations; execution focus |
| Comtech Telecommunications Corp. | Chief Financial Officer | 2006–2018 | Led finance, capital allocation; SEC reporting |
| Comtech Telecommunications Corp. | VP Finance & Internal Audit | 2002–Mar 2006 | Built controls and audit functions |
| Symbol Technologies | Director, Corporate Profit & Business Planning | 1998–2002 | Corporate planning and profitability analytics |
| PricewaterhouseCoopers | Manager, Transaction Advisory Services | ~1993–1998 | M&A diligence, advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Independent Adviser Corporation (private) | Consultant and Board Member | Current | Operates financial planning/advisory websites (TheAdviser.com, 1800ADVISER.com, IRSADVISER.com) |
| The Fund for Modern Court (non-profit) | Director | Since Mar 2021 | Advocates for NY State court system improvements |
| Adelphi University; St. John’s University | Adjunct Professor (graduate accounting) | Prior | Academic teaching roles |
Board Governance
- Independence: The Board determined Porcelain is independent under NYSE American Rule 803A(2) .
- Committees: Audit Committee Chair; qualifies as “audit committee financial expert.” Member of the Nominating Committee. Not on the Compensation Committee .
- Attendance and engagement: Board held 7 meetings in 2024; each director attended >75% of combined Board and committee meetings. Audit Committee held 5 meetings in 2024; Nominating held 1 .
| Governance Item | 2024 Value | Note |
|---|---|---|
| Board meetings held | 7 | Attendance >75% for all directors |
| Audit Committee meetings | 5 | Porcelain is Chair; financial expert |
| Nominating Committee meetings | 1 | Porcelain is Member |
| Independence | Independent | Determined by Board |
Fixed Compensation
Director compensation mix (Porcelain):
- He elected to receive director fees in stock rather than cash; stock awards reflect fees paid in shares .
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | — | 57,223 | 16,050 | 73,273 |
| 2023 | — | 52,023 | 4,442 | 56,465 |
Performance Compensation
- Directors receive equity (stock and options); the proxy does not disclose performance metrics (e.g., TSR, EBITDA) tied specifically to director compensation; directors “routinely elect to receive their compensation … in shares rather than cash,” and the Board grants annual option awards to directors .
| Metric | Tied to Director Compensation? | Source |
|---|---|---|
| TSR percentile | Not disclosed | Director compensation table does not include performance metrics |
| Revenue/EBITDA goals | Not disclosed | No director performance plan disclosed |
| ESG goals | Not disclosed | No director ESG metrics disclosed |
| Annual option grants (directors) | Yes – annual grants; aggregate 80,000 options in 2024 to Board |
Other Directorships & Interlocks
| Company | Role | Period | Interlocks/Relationships |
|---|---|---|---|
| Comtech Telecommunications Corp. | Director and Senior Executive (CEO/President/COO/CFO) | 2002–2022 | Prior public board role; no disclosed transactions with AIRI |
| The Independent Adviser Corporation | Board Member | Current | Private company; no AIRI related-party transactions disclosed |
| The Fund for Modern Court | Director | Since Mar 2021 | Non-profit; no AIRI conflicts disclosed |
- Related-party transactions: 2024–2025 proxies disclose related-party financing involving Michael and Robert Taglich; no transactions involving Porcelain were disclosed above the reporting threshold .
Expertise & Qualifications
- CPA since 1996; designated audit committee financial expert, satisfying SEC and SOX financial literacy requirements .
- Multi-disciplinary executive experience (CEO/President/COO/CFO/VP Internal Audit) at a public communications technology company; strong governance and controls background .
- Academic credentials: B.S. (SUNY Oneonta), M.S. in Accounting and MBA (Binghamton University) .
- Prior adjunct teaching in graduate accounting; broad finance and operations expertise .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Outstanding | Options Exercisable within 60 days |
|---|---|---|---|
| Apr 30, 2025 | 75,420 | 1.99% | 17,260 |
| Jul 22, 2024 | 54,749 | 1.64% | 7,260 |
- Alignment: Director fees paid in shares signal “skin in the game.” No pledging of shares or hedging policies specific to directors were disclosed; no ownership guidelines were disclosed in the proxy .
Governance Assessment
- Strengths: Independent director; Audit Committee Chair and “financial expert” designation; consistent meeting attendance; compensation taken largely in stock (alignment); ownership increased from 54,749 (1.64%) to 75,420 (1.99%) YoY, with exercisable options indicating long-term alignment .
- Oversight posture: As Audit Chair, Porcelain oversees financial reporting, auditor independence, and related-party review—important given company financing relationships with insiders (Taglich brothers’ subordinated notes) .
- Pay structure signals: Directors routinely elect stock in lieu of cash and receive annual options; compensation mix emphasizes equity, supporting shareholder alignment without disclosed performance gates for directors .
- Potential risks/RED FLAGS to monitor:
- Related-party financing with significant insider holders (Taglich brothers) requires vigilant Audit Committee oversight to avoid conflicts; no Porcelain involvement disclosed in such transactions .
- Share authorization increases and equity plan share pool expansions may dilute holders; ensure equity grants remain prudent and not excessive for directors .
Overall, Porcelain’s independence, audit leadership, and equity-heavy director pay indicate solid governance alignment. Continued attentiveness to related-party financing oversight and equity dilution risk will be key to sustaining investor confidence .