Michael C. Zipoy
About Michael C. Zipoy
Independent director of Electro-Sensors, Inc. (ELSE), age 77, serving on the Board since 2012. Retired investment executive with four decades of experience (1978–2018), including Feltl and Company from 2005–2018; the Board highlights his small/micro-cap investment expertise and participation in public/private equity financings . The Board has determined he is independent under Nasdaq standards; during 2024 he attended all Board and applicable committee meetings; all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Feltl and Company (brokerage & investment banking) | Investment Executive | 2005–2018 | Public/private equity financing experience leveraged for ELSE board service |
| Various investment roles | Investment Executive | 1978–2018 | Small/micro-cap investing experience |
External Roles
| Category | Organization | Role | Status/Notes |
|---|---|---|---|
| Current public company boards | — | — | None disclosed in proxy biography |
| Prior public company boards | — | — | Not disclosed |
| Private/non-profit/academic boards | — | — | Not disclosed |
Board Governance
- Independence: Independent director under Nasdaq rules; Audit, Compensation, and Nominating Committees comprised entirely of independent directors .
- Committee assignments and chair roles:
- Audit Committee: Member; met 2 times in 2024 .
- Compensation Committee: Member; met 2 times in 2024 .
- Nominating Committee: Chair; met 1 time in 2024 .
- Attendance: Board met 5 times in 2024; each director attended all Board and committee meetings on which they served .
- Board leadership: Independent Chairman (Joseph A. Marino); no lead independent director; independent directors collectively oversee risk and strategy .
- Shareholder communications and governance documents: Committee charters posted on Investor Relations site; mechanisms for shareholder communications to the Board are disclosed .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 2 |
| Compensation | Member | 2 |
| Nominating | Chair | 1 |
Fixed Compensation
- Structure for non-employee directors (2024):
- Board meeting fee: $4,000 per meeting .
- Chairman retainer: $24,000 per year .
- Committee chair fees: $12,000 per year (Audit, Compensation, Nominating) .
- Committee member fees: $6,000 per committee per year .
- Business Development Committee (non-employee members): $12,000 per year .
- Additional amounts may be paid for special committee or other Board work .
| Component | Amount |
|---|---|
| Board meeting fee (per meeting) | $4,000 |
| Committee chair fee (per committee) | $12,000 per year |
| Committee member fee (per committee) | $6,000 per year |
| Business Development Committee (non-employee) | $12,000 per year |
- Michael C. Zipoy 2024 compensation:
- Cash fees (detail below) + option awards: $44,000 total; option awards $0 in 2024 .
- Cash fee breakdown (derivable from meeting count and posted fees):
- Board meetings: 5 × $4,000 = $20,000 .
- Nominating Committee Chair: $12,000 .
- Audit Committee Member: $6,000 .
- Compensation Committee Member: $6,000 .
- Total cash: $44,000 .
| Director | Fees Earned (Cash) | Option Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| Michael C. Zipoy | $44,000 | $0 | $44,000 |
Performance Compensation
- Equity awards to non-employee directors:
- Options: 25,000 non-qualified stock options granted in 2023 to three of four non-employee directors (including Zipoy); vest 20% at grant and 20% annually thereafter; 10-year term; 2023 exercise price $4.25 (company-wide for 2023 grants) .
- RSUs: 17,500 restricted stock units granted in 2023 to each non-employee director; vest 20% on first anniversary and 20% annually thereafter .
| Instrument | Grant Date | Quantity | Vesting | Exercise Price/Term | Status/Notes |
|---|---|---|---|---|---|
| Stock Options | 2023 | 25,000 | 20% at grant, 20% annually | $4.25; 10-year term (plan standard) | Outstanding options for directors at 12/31/24: 25,000 for Zipoy |
| RSUs | 2023 | 17,500 | 20% on first anniversary; 20% annually thereafter | N/A | Vested RSUs for Zipoy: 3,500 as of 2/27/2025 |
- Equity award governance:
- Company does not grant option-like awards within four business days before or one business day after release of material nonpublic information (10-Q/10-K/8-K); Board evaluates steps if such grants occur .
- Compensation Recoupment (Clawback) Policy adopted October 18, 2023 (Exhibit 97.1) .
- Insider trading policy strongly discourages hedging, margin purchases, short sales, and use of puts/calls; requires minimum six-month hold for open-market purchases; pre-clearance required for officers/directors .
Other Directorships & Interlocks
| Person | Other Public Co. Boards | Committees/Roles | Interlocks/Shared Affiliations |
|---|---|---|---|
| Michael C. Zipoy | None disclosed | — | None disclosed |
Expertise & Qualifications
- Board’s stated rationale: small/micro-cap investment experience; participation in public and private equity financing .
- Investment executive background (1978–2018) across brokerage/investment banking (Feltl & Company 2005–2018) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 26,000 |
| Percent of outstanding | 0.8% |
| Components (as disclosed) | Includes 10,000 options exercisable within 60 days, 3,500 vested RSUs, and 10,000 shares held by the Barbara J. Zipoy and Michael C. Zipoy Revocable Trust (Zipoy as Trustee) |
| Options exercisable (within 60 days of record date) | 10,000 |
| RSUs vested | 3,500 |
| Trust holdings | 10,000 |
| Hedging/pledging | Hedging, shorting, margin, puts/calls discouraged by policy; no pledging disclosed |
Note: Common shares held excluding options and vested RSUs can be arithmetically derived as 12,500 (26,000 − 10,000 − 3,500); not separately itemized in filings .
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting (record date Feb 27, 2025; quorum 70.52%): All proposals approved; directors elected; Say-on-Pay passed; triennial frequency selected .
- Vote details:
- Director election – Zipoy: 1,855,708 For; 58,956 Withheld; 502,787 Broker Non-Votes .
- Say-on-Pay: 1,830,018 For; 75,310 Against; 9,336 Abstentions; 502,787 Broker Non-Votes .
- Frequency of Say-on-Pay: 3 Years received 1,092,306 votes (1 Year: 812,618; 2 Years: 4,305; Abstain: 5,435; Broker Non-Votes: 502,787) .
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election: Michael C. Zipoy | 1,855,708 | 58,956 | 0 | 502,787 |
| Say-on-Pay (Advisory) | 1,830,018 | 75,310 | 9,336 | 502,787 |
| Frequency Vote | 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Advisory frequency selection | 812,618 | 4,305 | 1,092,306 | 5,435 | 502,787 |
Related Party Transactions (Conflicts)
- Company disclosure: No transactions with related persons, promoters, or control persons during last two fiscal years .
- Additional governance-relevant exposure to monitor: Company holds equity in two private U.S. companies where the executive officer of those companies is ELSE’s Board Chairman (Joseph A. Marino); carried at estimated fair value using Level 3 inputs . Not described as a related-party “transaction” in proxy; oversight remains a governance consideration for the Board and its committees .
Director Compensation (Structure and 2024 Outcomes)
| Item | 2024 Zipoy Amount |
|---|---|
| Board meeting fees (5 × $4,000) | $20,000 |
| Nominating Committee Chair fee | $12,000 |
| Audit Committee Member fee | $6,000 |
| Compensation Committee Member fee | $6,000 |
| Option Awards (grant-date fair value recognized 2024) | $0 |
| Total | $44,000 |
Governance Assessment
-
Positives
- Clear independence; multi-committee engagement including Nominating Chair, supporting board refresh/selection oversight .
- Strong attendance (100% of Board and committee meetings in 2024); annual meeting attendance by all directors .
- Shareholder support: Zipoy received 1.86 million “For” votes; Say-on-Pay approval with substantial support; 3-year frequency aligned with long-term pay design .
- Robust trading and award governance: hedging/margin/short/derivatives discouraged; pre-clearance; equity grant timing controls; clawback policy adopted .
- Ownership alignment via equity awards (options/RSUs) and beneficial ownership (0.8%) .
-
Watch items / potential red flags
- No lead independent director (mitigated by independent Chairman); ongoing oversight of executive session practices advisable .
- Company equity stakes in two private companies linked to the Board Chairman’s external executive role—while not a reported related-party “transaction,” continued monitoring for conflicts and disclosure clarity is prudent .
- Limited disclosure of director stock ownership guidelines (none cited); rely on insider trading policy constraints and equity grants for alignment .