Carl Helmetag
About Carl Helmetag
Carl Helmetag, 77, is Chair of the Board and an independent director at Espey Mfg. & Electronics Corp. (ESP). He has served on the Board since 1999. His background includes a long career as a senior executive in several corporations and current work as an independent business consultant. He holds an MBA from The Wharton School and a BA in Economics from the University of Wisconsin. He also serves at the Providence Art Club on the Finance Committee and as Chair of the Audit Committee. The Board has determined that all directors other than the CEO are independent under NYSE American standards, and Helmetag is the Chair of the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Espey Mfg. & Electronics Corp. | Director; Chair of the Board | Director since 1999; current Chair | Leadership; strategic and financial oversight |
| Various corporations (not specified) | Senior executive roles | Not disclosed | Business leadership, financial management, strategic planning experience referenced |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Providence Art Club | Finance Committee member; Audit Committee Chair | Not disclosed | Financial oversight leadership in non-profit setting |
Board Governance
- Committee assignments and chair roles:
- Nominating Committee: Chair (members: Helmetag, Michael Wool, Paul J. Corr)
- Compensation Committee: Member (Chair: Michael Wool; members: Wool, Helmetag)
- Audit Committee: Not a member (members: Paul J. Corr, Chair; Nancy K. Patzwahl; Michael Wool)
- Succession Committee: Members are Corr and Wool; Helmetag not listed
- Legal Affairs, Strategic Planning and M&A Committee: Members are Wool and CEO David O’Neil; Helmetag not listed
- Independence and leadership:
- The Board has determined all members except the CEO are independent under NYSE American standards; independent directors meet separately without management (four times in FY2025)
- No standing Lead Independent Director; an independent director is designated on an ad hoc basis depending on matter and skill set
- Attendance:
- Board held four meetings in FY ended June 30, 2025; each director attended at least 75% of such meetings
- Audit Committee held four meetings; each committee member attended at least 75%
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Non-employee director annual cash retainer | $71,000 | Effective Oct 1, 2024; previously $65,000 |
| Audit Committee member fee | $2,500 (annual) | Chair receives $5,000 (annual) |
| Compensation Committee member fee | $2,500 (annual) | Per committee membership |
| Legal Affairs Committee member fee | $2,500 (annual) | Per committee membership |
| ESOP Committee Chair fee | $2,500 (annual) | Chair-only fee |
| Helmetag FY2025 “Fees Earned or Paid in Cash” | $72,000 | As disclosed for FY ending June 30, 2025 |
- Director fees are paid in monthly installments.
- YoY change signal: cash retainer increased to $71,000 from $65,000 effective Oct 1, 2024, indicating a modest upward adjustment in fixed director pay.
Performance Compensation
| Equity Award Detail | Quantity | Exercise Price | Status | Expiration | Vesting |
|---|---|---|---|---|---|
| Stock options | 1,600 | $26.25 | Exercisable | 12/02/2026 | N/A |
| Stock options | 2,000 | $21.75 | Exercisable | 10/10/2027 | N/A |
| Stock options | 1,842 | $27.21 | Exercisable | 12/07/2028 | N/A |
| Stock options | 2,150 | $20.50 | Exercisable | 12/06/2029 | N/A |
| Stock options | 2,150 | $18.05 | Exercisable | 10/21/2030 | N/A |
| Stock options | 2,300 | $13.98 | Exercisable | 12/10/2031 | N/A |
| Stock options | 2,300 | $13.61 | Exercisable | 08/01/2032 | N/A |
| Stock options | 2,300 | $16.54 | Unexercisable | 09/08/2033 | Vests 09/08/2025 |
| Stock options | 1,500 | $22.30 | Unexercisable | 09/06/2034 | Vests 09/06/2026 |
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| Revenue growth, EBITDA, TSR, ESG metrics | Not disclosed for directors; director equity shown as stock options with stated vesting dates; no RSUs/PSUs mentioned for directors |
- Annual “Option Awards” grant-date fair value for non-employee directors was $6,000 (ASC 718) in FY2025; Helmetag’s total included $6,000 of option awards.
Other Directorships & Interlocks
| Company | Public/Private | Role | Notes |
|---|---|---|---|
| None disclosed for Helmetag | — | — | Proxy states none of the directors hold other public company directorships except Ms. Patzwahl (Rhinebeck Bancorp, Inc.) |
Expertise & Qualifications
- Financial and strategic leadership: Strong business leadership, financial management, and strategic planning background through long executive career; valued for insights on economic conditions and financial issues at the Board level.
- Education: MBA (Wharton), BA (Economics, University of Wisconsin).
- Governance and oversight: Chair of the Board; Chair of Nominating Committee; member of Compensation Committee; external audit oversight experience as Audit Chair at Providence Art Club.
Equity Ownership
| Holder | Direct Shares | Indirect Shares | Indirect Holder | Exercisable Options (within 60 days) | Percent of Class |
|---|---|---|---|---|---|
| Carl Helmetag | 38,211 | 1,504 | IRA account | 16,642 | 1.42%* |
*Percent of class as disclosed for Helmetag; the table notes that direct shares include options exercisable within 60 days.
- Trading and alignment policies: Company policy prohibits short sales, puts, calls, trading on margin, swaps or other hedging transactions, and disallows pledging company securities as collateral. This mitigates hedging/pledging red flags.
Insider Trades
| Date | Form | Transaction | Security | Quantity | Filing Status | Notes |
|---|---|---|---|---|---|---|
| 05/21/2025 | Form 4 | Option exercise | Common stock via options | 1,600 | Filed late (administrative error) | Proxy disclosure of late filing due to administrative error |
Governance Assessment
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Strengths
- Long-serving, independent Chair with finance and strategy credentials; active leadership as Nominating Chair and Compensation Committee member supports board effectiveness.
- Independent directors meet without management; audited financials overseen by a fully independent Audit Committee; cybersecurity risk oversight delegated to Audit Committee, indicating structured risk governance.
- Alignment: meaningful personal stake (38,211 direct shares plus options; ~1.42% of class) and option-based equity; trading policy bans hedging and pledging, reducing misalignment risk.
-
Potential concerns and RED FLAGS
- Late Form 4 filing for Helmetag (option exercise of 1,600 shares reported May 21, 2025) — characterized as administrative error; nonetheless a compliance lapse to monitor.
- No standing Lead Independent Director; leadership handled ad hoc — investors may prefer a designated lead for consistent independent oversight.
- Attendance disclosure is at least 75% rather than full attendance by director; committee attendance similarly “at least 75%” — adequate but not exemplary transparency; individual attendance rates not specified.
- Very long tenure (since 1999) can draw scrutiny under certain governance frameworks regarding independence perceptions, even though the Board affirms independence.
-
Compensation structure signals
- Director pay is primarily fixed cash retainer plus modest option grants ($6,000 grant-date value); no RSUs/PSUs or performance metrics are disclosed for directors — typical for small-cap boards but offers limited performance linkage in director pay design.
-
Interlocks and related-party risks
- No public company interlocks or related-party transactions disclosed for Helmetag; Ms. Patzwahl’s outside public board (RBKB) is noted separately, reducing conflict exposure for Helmetag.