Gerald E. Chafetz
About Gerald E. Chafetz
Gerald E. Chafetz, age 82, has served as an independent director of IEH Corporation since 2009 (Class II), bringing decades of operating and manufacturing experience; his current term was slated to expire at the 2025 annual meeting, with renomination as a Class II director for a two-year term proposed in 2025 . He is President of GEC Enterprises LLC (since 2011) and previously led Capitol City Companies (1989–April 2010), following a 22-year executive career in textile and fashion knitwear manufacturing; he holds a BS in Business from the University of Hartford (1965) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capitol City Companies (property management/home improvement) | President | 1989 – Apr 2010 | Led operations and growth in Hartford, CT |
| Arista Knitwear; Berwick Fashion Knitwear; Beged-or Knitwear | Executive roles (textile/high fashion manufacturing) | 22-year executive career prior to 1989 | Operations/manufacturing leadership in knitwear and fashion segments |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GEC Enterprises LLC (property management) | President | 2011 – Present | Headquartered in Boynton Beach, FL |
Board Governance
- Independence: Board identifies six independent directors (including Gerald E. Chafetz) under Nasdaq Rule 4200(a)(15) framework; IEH is not Nasdaq-listed .
- Committee assignments:
- Compensation Committee: Chair (Chafetz) with members Gottlieb and Rosenfeld .
- Audit Committee: Hugel (Chair), Spiezio, Glenn; Chafetz not on Audit .
- Attendance and engagement:
- Board: Six meetings in FY ended March 31, 2025; five joint with Audit Committee (one director absent at each); full attendance at the standalone Board meeting .
- Compensation Committee: Three meetings in FY 2025, all members present; one action by unanimous written consent .
- Board structure: Seven directors in two classes; Chafetz is a Class II nominee for a two-year term (2025–2027) .
Fixed Compensation
| Component | Amount | Frequency | Notes |
|---|---|---|---|
| Annual director retainer (non-executive directors) | $12,500 | Payable quarterly | Effective after March 31, 2023 |
| Committee membership fee (per committee) | $5,000 | Payable quarterly | For each committee served |
| Committee chair additional fee | $2,500 | Payable quarterly | In addition to membership fee |
| FY2025 Fees Earned (Chafetz) | $17,500 | Annual total | No option awards granted in FY2025; total reported cash compensation $17,500 |
Note: Company policy indicates annual totals of $17,500 for committee members (retainer + one committee) and $20,000 for committee chairs (retainer + one committee + chair premium); FY2025 reported cash fees for Chafetz were $17,500, with no explanation provided for any proration or variance .
Performance Compensation
| Item | Detail | Vesting/Performance Conditions |
|---|---|---|
| Director equity awards outstanding (options) | 5,000 @ $6.01 expiring 5/8/2033; 5,000 @ $8.28 expiring 5/8/2035 (all exercisable) | No performance-vesting terms disclosed; options listed as exercisable |
| RSUs/PSUs for directors | None disclosed | No director performance metrics or PSU/RSU programs disclosed |
Other Directorships & Interlocks
- Public company boards: None disclosed for Chafetz .
- Private/non-profit/academic boards: Not disclosed for Chafetz in the proxy; external role is operating leadership of private enterprises (GEC Enterprises LLC) .
- Interlocks: No shared directorships or interlocks with IEH customers/suppliers disclosed for Chafetz .
Expertise & Qualifications
- Executive management and manufacturing leadership across property management and textile/fashion sectors; strong operational perspective for a manufacturing company .
- Board deems Chafetz’s management experience and IEH-specific knowledge as qualifying attributes to serve as director .
- Independent status under Board’s criteria enhances committee chair effectiveness, especially on compensation oversight .
Equity Ownership
| Holdings | Amount | % of Shares Outstanding | Notes |
|---|---|---|---|
| Common shares beneficially owned | 12,000 | <1% | As of July 31, 2025; total shares outstanding 2,431,278 |
| Options (exercisable) | 10,000 | N/A | Two tranches: $6.01 (2033), $8.28 (2035), all exercisable |
| Pledged shares | None disclosed; hedging/pledging prohibited by policy | N/A | Insider trading policy prohibits hedging or pledging of Company securities |
| Ownership guidelines | Not disclosed for directors | N/A | No director stock ownership guidelines disclosed |
Governance Assessment
- Strengths:
- Independent director since 2009 with deep operating experience; independence confirmed by Board .
- Chairs Compensation Committee; committee met three times in FY2025 with full member attendance, indicating active oversight and engagement .
- Hedging/pledging of company stock prohibited by policy, reducing misalignment risk .
- No related-party transactions involving Chafetz disclosed; supports conflict-free oversight .
- Alignment:
- Modest direct equity ownership (12,000 shares) plus 10,000 exercisable options; presence of options provides some performance sensitivity, though no PSU/RSU or performance metrics for directors are disclosed .
- Shareholder feedback context:
- Prior say-on-pay (2020) approved (1,413,987 For vs. 136,580 Against; 1,030 Abstain), and shareholders recommended annual frequency for future votes; Board adopted annual SOP cadence .
- Potential red flags:
- None disclosed regarding attendance (Compensation Committee 100% attendance), related-party transactions, hedging/pledging, or legal proceedings for Chafetz .
- Note: FY2025 reported director cash fees for Chafetz ($17,500) are equal to the base + one committee member total, while policy indicates committee chairs receive $20,000 annually; no explanation provided (could reflect timing/proration) .