Michael Taglich
About Michael Taglich
Michael N. Taglich (age 59) is a long-serving director of Air Industries Group; he chaired the Board from September 22, 2008 to July 11, 2023 and currently serves as a member of the Executive Committee. He is Chairman and President of Taglich Brothers, a securities firm he co‑founded in 1992, and holds external board roles including Chairman of Intellinetics, Inc. and director of Bridgeline Digital, Inc.; he is also Chairman of Mare Island Dry Dock LLC and sits on several private company boards. He is the brother of fellow AIRI director Robert F. Taglich, which is relevant for independence and interlock considerations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Air Industries Group (AIRI) | Chairman of the Board | Sep 22, 2008 – Jul 11, 2023 | Led Board; transitioned to non-chair director in 2023 |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Taglich Brothers, Inc. | Chairman & President; Co‑founder | 1992 – Present | Private securities firm |
| Intellinetics, Inc. (INLX) | Chairman of the Board | Current (per proxy) | Public company |
| Bridgeline Digital, Inc. (BLIN) | Director | Current (per proxy) | Public company |
| Mare Island Dry Dock LLC | Chairman of the Board | Current (per proxy) | Private company (ship repair) |
Board Governance
- Independence: Not classified as an independent director under NYSE American Rule 803A(2); the proxy lists Buonanno, Rettaliata, Brand, and Porcelain as independent, implicitly excluding Michael Taglich .
- Committees: Member of the Executive Committee (alongside Chairman Peter Rettaliata and Robert Taglich); not a member of Audit, Compensation, or Nominating .
- Attendance: Board held seven meetings in FY2024; each director attended more than 75% of Board and committee meetings .
- Board leadership: Chairman role held by non‑employee director (Rettaliata) with the Board emphasizing non‑employee oversight and risk management .
| Committee | Member? | Chair? | FY2024 Meetings | Notes |
|---|---|---|---|---|
| Executive | Yes | No | Not disclosed | Committee acts between Board meetings; broad delegated authority |
| Audit | No | — | 5 | Members: Porcelain (Chair, financial expert), Brand, Buonanno |
| Compensation | No | — | 4 | Members: Rettaliata, Brand, Buonanno |
| Nominating | No | — | 1 | Members: Rettaliata, Brand, Porcelain |
| Board (overall) | Yes | Former Chair (to 7/11/2023) | 7 | >75% attendance for all directors |
Fixed Compensation
| Metric (USD) | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash | — | — | — |
| Stock Awards | $63,254 | $56,822 | $50,384 |
| Option Awards | $3,763 | $4,387 | $16,050 |
| Total | $67,017 | $61,209 | $66,434 |
| Notes | Director fees paid in shares (stock awards) | Director fees paid in shares (stock awards) | Director fees paid in shares (stock awards) |
Performance Compensation
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Non‑Equity Incentive Plan Compensation ($) | — (none disclosed) | — (none disclosed) | — (none disclosed) |
| Performance metrics tied to director pay | Not disclosed | Not disclosed | Not disclosed |
No clawback, hedging/pledging policy disclosures specific to directors’ equity, or performance metric frameworks for director compensation were identified in the proxy sections reviewed .
Other Directorships & Interlocks
| Relationship/Entity | Type | Interlock/Note |
|---|---|---|
| Robert F. Taglich (AIRI director) | Familial | Brothers; both on Executive Committee |
| Intellinetics, Inc. (INLX) | Public | Chairman of the Board |
| Bridgeline Digital, Inc. (BLIN) | Public | Director |
| Mare Island Dry Dock LLC | Private | Chairman of the Board |
Expertise & Qualifications
- 35+ years in financial industry; co‑founded and leads Taglich Brothers, bringing finance, operations, and strategic planning expertise to AIRI .
- Significant board experience across public and private companies; prior AIRI Board Chair for nearly 15 years .
Equity Ownership
| Metric (as of Apr 30, 2025) | Value |
|---|---|
| Shares Beneficially Owned | 704,639 |
| Ownership % of Outstanding | 17.61% (3,764,237 shares outstanding) |
| Convertible Note Shares (exercisable within 60 days) | 219,679 shares included in beneficial ownership |
| Stock Options (exercisable within 60 days) | 17,120 shares included in beneficial ownership |
| Taglich Brothers Shares | 23,995 shares included in beneficial ownership |
| Shares Outstanding Basis | 3,764,237 |
Related-party instruments: As of Dec 31, 2024, subordinated notes held by Michael Taglich, Robert Taglich, and affiliates totaled $6,162,000; interest expense in 2024 was $472,000. Post‑year‑end, $1,291,000 was repaid, leaving $2,519,000 at 6% (convertible at $15.00/share), $1,802,000 at 7% (convertible at $9.30/share), and $550,000 at 12% outstanding—these holdings create potential conflicts and conversion optionality aligning interests with equity upside .
Governance Assessment
- Alignment: High insider ownership (17.61%) aligns director incentives with shareholders but concentrates influence; director fees are paid largely in shares, reinforcing equity alignment .
- Independence risk: Not classified as independent; familial tie to fellow director Robert Taglich and joint Executive Committee membership raise governance risk around related-party oversight and Board independence .
- Related‑party exposure (RED FLAG): Material subordinated note holdings by Michael Taglich and affiliates with ongoing interest expense and conversion features into equity constitute recurring related‑party transactions; while reviewed by the Audit Committee, they present conflict-of-interest optics .
- Engagement: >75% attendance threshold met; Board met seven times in FY2024; however, the disclosure does not provide precise attendance percentages by director, limiting assessment granularity .
- Compensation mix: No cash fees; compensation comprised of stock awards plus modest options (option value up sharply in 2024), suggesting equity‑driven alignment but limited performance‑linked pay for directors .
- Committee roles: Presence on Executive Committee, which can act in Board’s stead between meetings, amplifies governance influence; absence from Audit/Comp/Nominating reduces direct involvement in core oversight committees .
Additional notes: Board leadership remains separated from the CEO, with a non‑employee Chair overseeing risk management and agendas; this supports oversight quality, though independence concerns persist due to related‑party ties and family interlocks .