Dale Robinette
About Dale Robinette
Independent director at Flux Power Holdings, Inc. since June 28, 2019; appointed Lead Independent Director on September 10, 2021 and elevated to independent Chairman of the Board effective March 10, 2025. Age 60 as of April 1, 2025, with a B.S. in Business Administration (Marketing) from San Diego State University. Career spans executive coaching (Vistage Worldwide, Inc. since 2013), growth consulting (EPIQ Development since 2013), founder/CEO of EPIQ Space (2013–2019), and senior sales and product roles at Peregrine Semiconductor (2007–2013) and Tyco/TE Connectivity (1991–2007) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vistage Worldwide, Inc. | CEO Coach and Master Chair (independent contractor) | 2013–present | Executive coaching; leadership development |
| EPIQ Development | Business consulting (top-line growth, bottom-line improvement) | 2013–present | Commercial optimization consulting |
| EPIQ Space | Founder and CEO | 2013–2019 | Built supplier community in satellite industry |
| Peregrine Semiconductor | Director of Worldwide Sales; Director, High Reliability Business Unit | 2007–2013 | Sales leadership; high-reliability business leadership |
| Tyco Electronics (TE Connectivity) | Sales, sales leadership, product development leadership | 1991–2007 | Commercial and product leadership roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | The 2025 proxy biography does not list any other current public company directorships . |
Board Governance
- Independence: Board determined Mr. Robinette is independent under Nasdaq and SEC rules; majority of Board is independent .
- Leadership: Appointed independent Chairman on March 10, 2025; consequently, no Lead Independent Director is used while the Chair is independent. He previously served as Lead Independent Director from September 2021 to March 2025 .
- Committee assignments (current): Chair, Compensation Committee; Member, Audit Committee; Member, Nominating & Governance Committee .
- Committee assignments (2024 cycle): Lead Independent Director; Chair, Compensation Committee; Member, Audit Committee; Member, Nominating & Governance Committee .
| Governance Element | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings held | 12 | 9 |
| Audit Committee meetings | 4 | 4 |
| Compensation Committee meetings | 4 | 3 |
| Nominating & Governance meetings | 5 | 3 |
| Independent director executive sessions | 9 | 4 |
| Attendance | Each director attended ≥75% of Board and committee meetings | Each director attended ≥75% of Board and committee meetings |
Fixed Compensation
Non-executive director cash compensation packages (board-approved):
| Component (Cash) | FY 2024 Package | FY 2025 Package |
|---|---|---|
| Base retainer | $50,000 | $50,000 |
| Chair fee | $5,000 (Compensation Committee Chair) | $5,000 (Compensation Committee Chair) |
| Committee member fees | $6,250 total (Audit $3,750 + Comp/NomGov $2,500) | $6,250 total (Audit $3,750 + Comp/NomGov $2,500) |
| Lead Independent Director stipend | $20,000 | $20,000 (in effect until Chair became independent in March 2025) |
Actual reported director compensation for Mr. Robinette:
| Metric | Fiscal 2021 | Fiscal 2022 | Fiscal 2023 | Fiscal 2024 |
|---|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $55,625 | $65,000 | $75,000 | $81,250 |
| Stock Awards ($) | $50,000 | $50,000 | $50,000 | $80,000 |
| Total ($) | $105,625 | $115,000 | $125,000 | $161,250 |
Performance Compensation
Equity awards (RSUs) and vesting:
| Award Detail | April 2022 Grant | April 2023 Grant | FY 2024 Grant |
|---|---|---|---|
| RSUs granted (count) | 17,793 (each non-exec director) | 16,883 (each non-exec director) | 17,057 RSUs scheduled to vest within 60 days as of 4/8/2025 |
| Stock award fair value ($) | $50,000 (valuation method: 10-day VWAP pre-grant) | $50,000 (valuation method: 10-day VWAP pre-grant) | $80,000 (reported FY 2024 stock awards) |
| Vesting timing | Fully vested on April 28, 2023 | Fully vested on April 20, 2024 | Unvested at 4/8/2025; vest within 60 days |
Notes:
- No director performance metrics (e.g., TSR/EBITDA targets) are disclosed for director equity; RSUs vest on time-based schedules per Board policy .
- Fair value computed using 10-day volume-weighted average price before grant date .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in biography |
| Prior public company boards | Not disclosed |
| Non-profit/academic boards | Not disclosed for Mr. Robinette; other directors listed separately in proxy |
| Interlocks with suppliers/customers/competitors | None disclosed for Mr. Robinette |
Expertise & Qualifications
- 30+ years in sales, product development, and business unit leadership across electronics and semiconductors (Tyco/TE Connectivity; Peregrine) .
- Founder/operator experience in satellite industry marketing platform (EPIQ Space) .
- Executive coaching and growth consulting (Vistage; EPIQ Development), strengthening board oversight of strategy, leadership, and performance .
- Governance leadership as Lead Independent Director (2021–2025) and independent Chairman (since March 10, 2025) .
Equity Ownership
Beneficial ownership as of April 8, 2025:
| Metric | Value |
|---|---|
| Common shares owned | 39,254 |
| Options exercisable within 60 days | 3,948 |
| RSUs vesting within 60 days | 17,057 |
| Total beneficial ownership | 60,257 |
| % of outstanding shares | <1% (“*” represents less than 1%) |
| Shares outstanding (reference) | 16,767,470 |
| Shares pledged/hedged | None disclosed in proxy and insider policy prohibits MNPI trading; Rule 10b5-1 programs permitted under policy |
Stock options (vested) by period:
| Metric | Jun 30, 2021 | Jun 30, 2022 | Jun 30, 2023 | Jun 30, 2024 |
|---|---|---|---|---|
| Vested stock options (count) | 2,467 | 3,948 | 3,948 | 3,948 |
Governance Assessment
-
Strengths
- Independent Chairman with seasoned governance experience; previously served as Lead Independent Director, reinforcing investor-friendly oversight and executive session practices .
- Clear independence determinations and majority-independent Board; robust committee structure with Robinette chairing Compensation and serving on Audit and Nominating & Governance .
- Attendance thresholds met; Board and committee cadence documented; independent executive sessions held regularly .
-
Alignment and incentives
- Director compensation mix skewed to time-based RSUs and cash retainers; RSU grants and vesting are transparent and formulaic (10-day VWAP), but no performance-conditioned metrics disclosed for directors (typical for small-cap governance) .
- Ownership “skin-in-the-game” includes shares, vested options, and scheduled RSU vesting, though position is <1% of shares outstanding .
-
Watchpoints
- Related-party exposure exists at the company level (e.g., Cleveland Capital $2M subordinated LOC), overseen by Audit Committee; vigilance on independence and transaction review is prudent, though not tied to Robinette personally .
- Concentrated ownership by a 25% holder (director Michael Johnson/Esenjay) can influence governance dynamics; reinforces need for strong independent Chair and committee leadership .
-
Red flags
- None specific to Mr. Robinette disclosed: no attendance shortfalls, no pledging/hedging, no option repricing, no delinquent filings noted for FY 2024 .
- Maintain monitoring of compensation practices for executives (outside director scope) and any shifts toward guaranteed pay or discretionary awards.
Overall, Robinette’s independent Chair role, consistent committee leadership, and compliant attendance support board effectiveness and investor confidence; ongoing oversight of related-party transactions and concentrated shareholding remain governance priorities .