Robert Taglich
About Robert F. Taglich
Robert F. Taglich, age 58, has served as a director of Air Industries Group since 2008. He is a Managing Director and co-founder (1992) of Taglich Brothers, a New York-based securities firm; prior to founding Taglich Brothers, he was a Vice President at Weatherly Securities. He holds a Bachelor’s degree from New York University. Michael N. Taglich and Robert F. Taglich are brothers, a relevant governance consideration given related-party exposures disclosed by AIRI .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Taglich Brothers | Managing Director; Co-founder | 1992–present | Securities industry leadership; capital markets expertise |
| Weatherly Securities | Vice President | Pre-1992 (dates not disclosed) | Brokerage operations and oversight (not further detailed) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Taglich Brothers | Managing Director | 1992–present | Private securities firm; not disclosed as public company directorship |
No other public-company directorships for Robert F. Taglich are disclosed in AIRI’s 2025 proxy .
Board Governance
- Committee assignments: Executive Committee member alongside Chairman Peter D. Rettaliata and Michael N. Taglich; not listed on Audit, Compensation, or Nominating Committees (those committees are fully independent) .
- Independence: Not identified as “independent” under NYSE American rules; the independent directors are Buonanno, Rettaliata, Brand, and Porcelain .
- Attendance: The Board met seven times in FY2024; each director attended more than 75% of Board and applicable committee meetings .
- Committee activity levels (FY2024): Audit (5 meetings; chair: Michael Porcelain); Compensation (4 meetings); Nominating (1 meeting) .
Fixed Compensation
| Period | Cash Retainer ($) | Committee/Meeting Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|---|
| FY2024 | — | Not disclosed | 50,384 | 16,050 | 66,434 |
Certain directors routinely elect to receive director compensation in shares rather than cash; in 2024, directors were awarded an aggregate of 39,845 shares, and the entire Board received options aggregating 80,000 shares (per Board-wide disclosure; not broken out per director) .
Performance Compensation
| Component | Grant specifics | Vesting | Performance Metrics |
|---|---|---|---|
| Annual Director Options (Board-wide) | Aggregate 80,000 options granted to entire Board in 2024; per-director allocation not disclosed | Not disclosed | No performance metrics tied to director equity disclosed |
| Stock Awards (FY2024) | Grant-date fair value $50,384 for Robert Taglich | Not disclosed for directors | None disclosed |
AIRI’s Compensation Committee oversees director compensation structure; the proxy does not disclose performance-based metrics for director compensation (metrics and “pay vs performance” are discussed for named executive officers, not directors) .
Other Directorships & Interlocks
| Entity | Nature | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Taglich Brothers | Securities firm | Managing Director; co-founder | Financial ties to AIRI via Subordinated Notes held by Taglich affiliates (see Related-Party section) |
| Family Relationship | Governance | Brother of Michael N. Taglich | Familial tie among directors may reduce perceived independence |
Expertise & Qualifications
- Capital markets and securities industry expertise accumulated over 25 years+; senior roles at Taglich Brothers and Weatherly Securities .
- Education: Bachelor’s degree from New York University .
- Not designated as “audit committee financial expert”; that role is held by Michael Porcelain .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Components/Notes |
|---|---|---|---|
| Robert F. Taglich | 490,237 | 12.41% | Includes 23,995 shares owned by Taglich Brothers; 4,476 UGMA shares for children; 168,907 shares acquirable upon conversion of notes within 60 days; and 17,120 shares acquirable upon exercise of options within 60 days . Outstanding shares at record date: 3,764,237 . |
No disclosure of pledging or hedging of AIRI shares by Robert F. Taglich in the 2025 proxy .
Related-Party Exposure (Conflicts)
- Subordinated Notes: Michael and Robert Taglich (and affiliates) held $6.162 million principal at YE2024; subsequent repayment of $1.291 million; remaining: $2.519 million at 6%, $1.802 million at 7%, $550,000 at 12%; portions convertible into AIRI common at $15.00 and $9.30 per share, maturing July 1, 2026 .
- Interest expense: AIRI incurred $472,000 in 2024 related to Subordinated Notes held by Michael and Robert Taglich and affiliates .
- Capital structure implications: Board proposed increasing authorized common shares from 6,000,000 to 20,000,000 (2025 Charter Amendment), in part to enable flexibility for potential restructuring/extension of Subordinated Notes (e.g., conversion terms changes, adding conversion rights, paying restructuring fees) .
- Voting commitments: Directors and officers, including Michael and Robert Taglich, intend to vote their shares in favor of the Charter Amendment .
Governance Assessment
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Strengths
- Significant equity ownership (12.41%) suggests economic alignment with shareholders, and election to take equity compensation rather than cash further signals alignment .
- Attendance met policy threshold (>75%) and Board maintains independent oversight across Audit/Comp/Nominating committees .
-
Risks / RED FLAGS
- Related-party creditor exposure: Material Subordinated Notes held by Taglich affiliates, conversion features, and 2024 interest expense ($472,000) pose conflict-of-interest risks for a non-independent director with executive committee authority; potential refinancing and conversion changes may be facilitated by increasing authorized shares .
- Familial tie: Michael and Robert Taglich are brothers; combined influence (including Executive Committee roles and sizable ownership) may concentrate control and reduce perceived board independence .
- Not independent: Robert is not designated independent; he is not on key oversight committees (Audit, Compensation, Nominating), limiting formal checks against conflicts tied to financing arrangements with Taglich-affiliated entities .
Overall signal: The combination of high ownership alignment and recurring related-party financing is a mixed governance signal; investors should monitor any restructuring of Subordinated Notes (conversion price changes, equity issuance) and the effect of increased authorized shares on dilution and control dynamics .