Metodi Filipov
CEMTREXAbout Metodi Filipov
Metodi Filipov, age 60, has served as a director of Cemtrex (CETX) since February 9, 2018. He is an entrepreneur and technology executive with 25+ years of experience, previously VP of Operations at Cemtrex (2008–2010), Managing Director at Bianor, co‑founder of Flipps Media (OTT video), product lead at Raritan (data center tech), and VP of Operations at ISS (security products). He is an independent director, chairs the Audit Committee, and is designated by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cemtrex | VP of Operations | 2008–2010 | Managed product development and contract manufacturing across continents |
| Bianor (mobile consulting) | Managing Director | Not disclosed | Led development/implementation of innovative mobile products for enterprise clients in aviation, pharma, entertainment |
| Flipps Media (OTT) | Co‑founder | Not disclosed | Built OTT video distribution platform as alternative to traditional cable PPV |
| Raritan (data center technology) | Product Lead | Not disclosed | Integral to transition to global IT service management solutions provider |
| ISS (security products) | VP of Operations | Not disclosed | Managed product development and contract manufacturing across continents |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in proxy biography |
Board Governance
- Board structure: CETX is a “Controlled Company” under NASDAQ Rule 5615; there is no Compensation Committee and no standing Nominating Committee; the Audit Committee is the only standing committee. Independent directors lead nomination processes per Board policy.
- Committee assignments: Audit Committee members are independent; Filipov is Chair and designated as an “audit committee financial expert.” The Audit Committee operates under a written charter aligned with SEC/NASDAQ standards.
- Independence: The Board determined Filipov is independent under NASDAQ rules and meets enhanced independence standards for audit committee service.
- Board/committee activity: Board held 4 meetings in FY2024; no director attended less than 75% of aggregate Board meetings.
- Annual meeting attendance: Filipov was not in attendance at last year’s Annual Meeting of Shareholders.
Fixed Compensation
| Component | Amount | Frequency | Notes |
|---|---|---|---|
| Cash retainer (Board) | $5,000 | Quarterly | Paid to members of the Board; expenses reimbursed for meeting attendance |
| Committee membership fee | Not disclosed | — | No separate committee membership fees disclosed |
| Committee chair premium | Not disclosed | — | No chair fee disclosed for Audit Committee chair |
| Meeting fees | Not disclosed | — | Not specified in proxy |
Performance Compensation
| Instrument/Metric | Grant Date | Quantity/Terms | Performance Metrics |
|---|---|---|---|
| Equity awards to non‑employee directors | Not disclosed | Not disclosed | No director equity program or performance‑linked metrics disclosed; compensation section references only quarterly cash compensation for directors |
| Options/SARs (directors) | Not disclosed | Not disclosed | Proxy presents option tables for NEOs and notes no aggregated options/SAR exercises; no director options disclosed |
No severance, change‑of‑control, clawback, or tax gross‑ups specific to directors are disclosed in the proxy.
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict |
|---|---|---|
| None disclosed | — | No public company board interlocks disclosed for Filipov |
Expertise & Qualifications
- Technology/operator: Track record in product development, mobile solutions, data center technology, and operations across geographies.
- Financial oversight: Audit Committee Chair; designated audit committee financial expert.
- Independence: Affirmed independent status; meets Nasdaq financial literacy and SEC enhanced independence standards.
Equity Ownership
| Security | Shares Owned | Percent of Class | Notes |
|---|---|---|---|
| Common Stock | 2 | <1% | As of March 18, 2025; beneficial ownership per SEC rules |
| Series 1 Preferred Stock | — | — | None owned |
| Series C Preferred Stock | — | — | None owned |
| Pledged/Hedged Shares | Not disclosed | — | No pledging disclosures; Company has an insider trading policy, but proxy does not detail hedging restrictions |
Governance Assessment
-
Strengths
- Independent director with deep operating and product development experience; designated audit committee financial expert.
- Chairs the Audit Committee; committee met regularly and performed standard oversight (audited financials review, auditor independence, SAS 61 discussions) and recommended inclusion of FY2024 audited financials.
- Board attendance compliance: no director below 75% of FY2024 Board meetings.
-
Watch‑items / RED FLAGS
- Controlled company governance: absence of Compensation and Nominating Committees reduces independent oversight of pay and nominations; nominations administered by independent directors via policy rather than chartered committee.
- Annual meeting engagement: Filipov did not attend last year’s Annual Meeting of Shareholders.
- Ownership alignment: minimal common stock ownership (2 shares, <1%), limiting direct economic exposure.
- Related‑party environment: Proxy discloses multiple related‑party items involving founder/CEO (e.g., unpaid notes, asset sales, settlements), increasing governance risk context; no related‑party transactions are disclosed involving Filipov personally.
Overall: Filipov reinforces financial oversight as an independent audit chair and financial expert, but investor confidence may be tempered by controlled company exemptions, limited director equity alignment, and broader related‑party dynamics at CETX.