Michael Wool
About Michael Wool
Michael Wool (age 79) is an independent director of Espey Mfg. & Electronics Corp. and has served on the board since 1990. He is a senior partner (since 1982) at Langrock, Sperry & Wool, a Vermont law firm, and is recognized for extensive legal experience in business, tax, corporate governance, and transactional matters. Tenure on ESP’s board: 35 years as of the 2025 proxy; independence affirmed (all directors except the CEO are independent). He provides legal insight to the board and management, including on M&A, compensation, contracts, governance, and ESOP design/administration .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Langrock, Sperry & Wool (VT) | Senior Partner (Attorney) | Since 1982 | Advises ESP board/management on strategic initiatives, compensation, contracts, governance, and ESOP design and compliance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New England Board of Higher Education | Director; former Chair | Not disclosed | Non-profit governance role |
| 158th Fighter Wing, Vermont Air National Guard | Honorary Commander | Not disclosed | Civic/military liaison role |
| Boys & Girls Club of Burlington, VT | Director Emeritus | Not disclosed | Non-profit role |
Board Governance
- Independence: ESP’s board determined all directors except the CEO (David O’Neil) are independent; Wool is independent .
- Committees:
- Audit Committee: Member; committee held 4 meetings in FY2025; each member attended at least 75% .
- Nominating Committee: Member; held 1 meeting in FY2025 .
- Compensation Committee: Chair; held 4 meetings in FY2025 .
- Succession Committee: Member .
- Legal Affairs, Strategic Planning & M&A Committee: Member .
- ESOP Committee: Chair (receives additional annual fee) .
- Board Meetings & Attendance: Board met 4 times in FY2025; each director attended ≥75%. Directors are expected to attend board, committee, and annual meetings .
- Leadership: No formal Lead Independent Director; ESP designates an independent director as lead on an ad hoc basis .
Fixed Compensation
- Annual board retainer (non-employee directors): $71,000 (effective Oct 1, 2024; previously $65,000) .
- Committee fees:
- Audit Committee member $2,500; Chair $5,000 .
- Compensation Committee member $2,500 .
- Legal Affairs Committee member $2,500 .
- ESOP Committee Chair $2,500 .
| Fiscal Year | Fees Earned (Cash $) | Option Awards ($, ASC 718) | Total ($) |
|---|---|---|---|
| FY2025 | $79,500 | $6,000 | $85,500 |
| FY2024 | $75,000 | $9,269 | $84,269 |
| FY2023 | $72,500 | $9,453 | $81,953 |
Performance Compensation
- Modality: Stock options (no RSUs/PSUs disclosed for directors). Grant-date fair values computed under ASC 718; board typically approves annual grants at regular meetings; options generally vest over two years .
| Fiscal Year | Option Grant Fair Value ($) | Notes |
|---|---|---|
| FY2025 | $6,000 | Grants noted in FY2025 director comp table |
| FY2024 | $9,269 | Director grants; ASC 718 valuation |
| FY2023 | $9,453 | Director grants; ASC 718 valuation |
Detailed option holdings (as of June 30, 2025):
| Status | # Options | Strike ($) | Expiration | Vesting |
|---|---|---|---|---|
| Exercisable | 2,000 | 21.75 | 10/10/2027 | N/A |
| Exercisable | 1,842 | 27.21 | 12/07/2028 | N/A |
| Exercisable | 2,150 | 20.50 | 12/06/2029 | N/A |
| Exercisable | 2,150 | 18.05 | 10/21/2030 | N/A |
| Exercisable | 2,300 | 13.98 | 12/10/2031 | N/A |
| Exercisable | 2,300 | 13.61 | 08/01/2032 | N/A |
| Unexercisable | 2,300 | 16.54 | 09/08/2033 | Vests 09/08/2025 |
| Unexercisable | 1,500 | 22.30 | 09/06/2034 | Vests 09/06/2026 |
Timing and pricing policy (for executives and directors; general practice):
- Options approved at regular meetings; not timed around MNPI; two-year vesting .
Other Directorships & Interlocks
- Public company boards: ESP discloses that no directors (other than Nancy Patzwahl joining Rhinebeck Bancorp in 2025) hold other public company directorships; Wool has no other public directorships .
- Compensation Committee Composition: Michael Wool (Chair) and Carl Helmetag; no compensation consultant engaged by the committee .
- Interlocks: No disclosed compensation committee interlocks with other public companies .
Expertise & Qualifications
- Business/tax/corporate governance attorney with 50+ years’ experience; advises ESP on M&A, compensation, contracts, legal issues .
- ESOP specialist: Key role in ESOP design/adoption and ongoing compliance; consults on operations .
- Broad governance experience across non-profit boards; risk oversight contributions via Audit and Legal Affairs committees .
Equity Ownership
| As-of Date | Shares Beneficially Owned (Direct) | % of Shares Outstanding | Exercisable Options (within 60 days) |
|---|---|---|---|
| Oct 16, 2025 | 31,442 | 1.12% | 15,042 |
| Oct 17, 2024 | 30,942 | 1.1% | 15,942 |
| Oct 12, 2023 | 28,642 | 1% | 13,642 |
Stock trading policy and alignment:
- Hedging and pledging prohibited for directors and insiders; trading only within designated windows .
- ESOP overview: Company ESOP holds significant stake; plan last restated July 1, 2024; governance under board oversight; Wool is ESOP Committee Chair .
Governance Assessment
- Strengths:
- Long-tenured independent director with deep legal/governance expertise; chairs Compensation and ESOP committees; active on Audit, Nominating, Succession, and Legal Affairs committees .
- Consistent attendance (≥75%) and multi-committee engagement indicate high involvement .
- Material personal equity alignment via direct ownership (~1.12%) plus significant option holdings; hedging/pledging prohibited, supporting alignment .
- Considerations:
- No dedicated Lead Independent Director; ESP uses ad hoc lead assignment .
- Compensation Committee does not use an external consultant, which may limit external benchmarking rigor, though board reviews goals/objectives and grants under a defined charter .
- Wool’s provision of legal advice to board/management could present perceived conflicts; however, no related-party transactions or payments to his firm are disclosed in the proxy .
- RED FLAGS:
- None disclosed relating to Wool (no Section 16 late filings noted for Wool; no pledging; no related-party transactions; no option repricing) .
Overall, Wool’s extensive governance and ESOP expertise, coupled with meaningful ownership and broad committee leadership, support board effectiveness and investor confidence, with monitoring warranted around compensation benchmarking and the absence of a formal lead independent director .