Robert LaPenta Jr.

About Robert V. LaPenta Jr.

Independent director at M-tron Industries (MPTI) since 2022; age 56. He chairs the Audit Committee and serves on the Compensation, Corporate Governance, and Nominating Committees. Background spans asset management, equity trading, and corporate strategy; education includes a B.A. in Accounting and Finance from Boston College. The Board has determined he is independent and qualifies as an “audit committee financial expert,” a governance-positive signal for investors .

Past Roles

External Roles

Board Governance

• Independence and qualifications:
  • Determined independent under NYSE American rules; audit committee financial expert designation .
• Committee assignments and 2024 activity:
  • Audit Committee (Chair): 4 meetings; oversight of accounting, controls, cybersecurity, auditor appointment/compensation, internal audit, and related parties .
  • Compensation Committee (member): 2 meetings; executive/director pay decisions, grants under 2022 Incentive Plan .
  • Corporate Governance Committee (member): No formal meetings (informal engagement with management throughout the year) .
  • Nominating Committee (member): 1 meeting; board criteria, independence standards, director nominations and orientation .
• Board attendance: In 2024, the Board met 9 times and all directors attended at least 75% of Board and applicable committee meetings .

Fixed Compensation

Non-Employee Director Compensation Structure (effective 2025):

Compensation mix signal (FY 2024): 64% cash ($26,250) vs 36% equity ($15,011) for LaPenta Jr., typical of small-cap director pay structures emphasizing attendance and committee work .

Performance Compensation

• No performance-based metrics (e.g., TSR, EBITDA) are disclosed for director compensation; awards are time-based and immediately vested in 2025 .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial expertise and governance skills highlighted by the Board’s skills matrix and biography; designated audit committee financial expert .
• Transaction execution background (M&A at L-1 Identity Solutions); senior markets and trading experience (Bank of America Securities); prior audit/accounting training (Coopers & Lybrand) .
• Education: B.A. in Accounting and Finance, Boston College .

Equity Ownership

• Hedging/pledging: Company discourages but does not prohibit hedging/pledging; no specific pledging by LaPenta disclosed. Policy posture is a governance caution for alignment-sensitive investors .
• Ownership guidelines: No director ownership guidelines disclosed in the proxy; compliance status not provided .

Governance Assessment

• Positives:

  • Independence confirmed; audit committee financial expert status; chairs Audit Committee—strong board effectiveness and risk oversight signal .
  • Active committee service across Audit, Compensation, Governance, and Nominating; participation aligned with 2024 meeting cadence (Audit: 4, Comp: 2, Nom: 1; Governance informal meetings) .
  • Shareholder support: 2025 director election received 1,109,610 “For” votes (LaPenta Jr.); 2025 say‑on‑pay advisory vote approved (1,090,624 For) .

• Monitoring areas:

  • Related-party exposure: Post-spin agreements with The LGL Group (tax sharing; transitional services; employee cost sharing reimbursements of $105,000 in 2024) and company balances invested in GAMCO-managed funds ($10.4 million at 12/31/2024; fee ~8 bps deducted at NAV) require continued Audit Committee oversight to avoid preferential terms and ensure arm’s-length treatment .
  • Ownership alignment: Beneficial ownership is modest (<1%); absence of formal director ownership guidelines limits visibility into long-term alignment targets .
  • Hedging/pledging: Not prohibited—maintains flexibility but can be a RED FLAG for alignment depending on actual usage (none disclosed for LaPenta Jr.) .

• RED FLAGS:

  • Hedging/pledging not prohibited by policy (discouraged only) .
  • Ongoing related-party arrangements with LGL and use of GAMCO funds—appropriate oversight noted, but structural conflicts warrant sustained vigilance .

• Board effectiveness context:

  • Board attendance at least 75% across directors; lead independent director structure in place; committee charters reviewed annually; authority to retain independent advisors .

Appendix: Director Compensation (FY 2024) – Detail

Appendix: 2025 Annual Meeting Voting