John P. Spiezio
About John P. Spiezio
Independent Class I director of IEH Corporation since 2023; age 62; appointed August 1, 2023. Studied Economics, Computer Science, and Mathematics at Marquette University, and has 33 years of aerospace and defense industry leadership as a third-generation leader at Hicksville Machine Works, later working in private equity on vertically integrated aerospace systems from March 2019 to April 2021 . He is considered an independent director under Nasdaq-style criteria; his current term expires at the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hicksville Machine Works, Inc. (HMW) | Third-generation leader; operations, business development, governance in aerospace/defense supply | 33 years; HMW sold in 2019 | Extensive ops and governance experience in specialized aerospace/defense industry |
| Private equity firm (unnamed) | Executive working to build a vertically integrated aerospace/defense systems supplier | Mar 2019 – Apr 2021 | Strategic integration to supply entire systems to aerospace/defense |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| MicroMetl Corporation | Board member | Current | Corporate board service |
| GRC Reality | Board member | Current | Corporate board service |
| ADDAPT (aerospace/defense supplier industry group) | Chairman | Current | Industry leadership; NY State-focused suppliers |
Board Governance
- Board structure: Classified into two classes; 7 members; Class I term through 2026; Class II through 2025 .
- Independence: Spiezio is one of six directors deemed independent; IEHC shares are not Nasdaq-listed but independence assessed under Nasdaq Rule 4200(a)(15) framework .
- Committees:
- Audit Committee: Member; Committee chaired by Eric C. Hugel; designated Audit Committee Financial Expert. Audit Committee held 5 meetings (joint with full Board) in FY ended Mar 31, 2025 .
- Compensation Committee: Not a member (members are Chafetz—Chair, Gottlieb, Rosenfeld); held 3 meetings, all members present, plus one unanimous written consent .
- Board meetings and attendance: Board held 6 meetings by teleconference; five were joint with Audit Committee where one director was absent at each; all directors attended the standalone Board meeting. Individual attendance percentages are not disclosed .
Fixed Compensation
| Item | FY 2025 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $15,000 | Non-employee director compensation in FY ended Mar 31, 2025; no new equity grant recorded for FY 2025 |
| Option awards (grant-date fair value) | $0 | No option award expense recorded for FY 2025 |
| Director Fee Policy (effective post Mar 31, 2023) | Annual Amount | Structure |
|---|---|---|
| Base director retainer (cash) | $12,500 | Payable quarterly |
| Committee membership fee (each committee) | $5,000 | Payable quarterly |
| Committee chair premium | $2,500 | Payable quarterly |
| As implemented (FY 2025) | $17,500 for members; $20,000 for chairs | Aggregate annual cash totals per committee status |
Note: Actual FY 2025 paid amount for Spiezio was $15,000 despite Audit Committee membership; the proxy does not disclose the basis for this variance (e.g., proration, mid-year changes) .
Performance Compensation
| Equity Award (Outstanding as of July 31, 2025) | Quantity (Exercisable) | Exercise Price | Expiration |
|---|---|---|---|
| Stock options | 5,000 | $7.25 | 8/1/2033 |
| Stock options | 5,000 | $8.28 | 5/8/2035 |
- Vesting: Listed options are exercisable (presented under “Underlying Unexercised Options Exercisable”); no additional vesting schedule disclosed .
- Performance metrics tied to director compensation: None disclosed (director pay is cash fees; equity awards exist but not linked to explicit performance metrics for directors) .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| MicroMetl Corporation | Corporate | Director | Not disclosed as a public company; no IEHC related-party transactions disclosed |
| GRC Reality | Corporate | Director | Not disclosed as a public company; no IEHC related-party transactions disclosed |
| ADDAPT | Industry group | Chairman | Sector network leadership; no IEHC related-party transactions disclosed |
Expertise & Qualifications
- Aerospace and defense domain expertise, including operations and governance over decades in supplier ecosystems .
- Technical foundation in economics, computer science, and mathematics .
- Board-level experience across corporate entities and industry association leadership (ADDAPT) .
Equity Ownership
| Holder | Beneficially Owned Shares (incl. options within 60 days) | % of Outstanding Shares | Notes |
|---|---|---|---|
| John P. Spiezio | 10,000 | ~0.41% (10,000 ÷ 2,431,278) | Owns vested options to purchase 10,000 shares |
| Shares outstanding (Record Date: July 28, 2025) | 2,431,278 | — | Used for percentage computation |
- Pledging/hedging: Company policy prohibits hedging and pledging of IEH securities by directors and employees .
- Breakdown vested vs. unvested: Options shown are exercisable; no unvested director equity disclosed for Spiezio .
- Ownership guidelines: Not disclosed for directors .
Governance Assessment
-
Strengths
- Independent director with deep aerospace/defense supply-chain experience; strengthens Board oversight in IEH’s core markets .
- Audit Committee membership with meetings integrated alongside full Board enhances financial oversight continuity; the Audit Committee has an identified Financial Expert (Chair Hugel) .
- Insider trading policy and explicit prohibitions on hedging/pledging reduce alignment risks; no related-party transactions disclosed for Spiezio .
-
Gaps / Watch Items
- Individual attendance rates by director are not disclosed; while Board and committee meeting counts are provided, per-director attendance detail is absent .
- Director equity grants exist but appear small (10,000 exercisable options) and no director performance-linked metrics are disclosed; alignment relies primarily on cash fees and legacy options .
- Classified board structure (two classes) can reduce board refresh speed and investor influence relative to annual elections; this is structural and disclosed .
-
Conflicts/Related Parties
- No related-party transactions disclosed; monitor for any marketplace overlaps between IEH and entities tied to Spiezio’s external roles (MicroMetl, GRC Reality, ADDAPT) in future filings .
-
Compensation Structure Signals
- Policy raises post-2023 set clear cash retainer and committee fee structure; FY 2025 cash received for Spiezio was $15,000 (below policy’s member total of $17,500), with no new option expense recorded—proxy does not explain the variance; flag for clarification in subsequent proxies .
Overall, Spiezio contributes sector-specific governance value and sits on the Audit Committee as an independent director; absence of individualized attendance disclosure and limited equity alignment are minor governance gaps to monitor, alongside any future related-party or interlock exposures that may emerge in filings .