Robert P. Saltsman
About Robert P. Saltsman
Independent director of Nobility Homes, Inc. since 1988; age 72. Attorney in private practice since 1983; previously in private practice as a CPA (prior to 2017) and employed as a CPA at Arthur Andersen & Co. in Orlando, Florida prior to 1983. Recognized by the board as the audit committee financial expert, reflecting extensive accounting expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private Law Practice | Attorney | 1983–present | Legal and governance expertise |
| Private CPA Practice | CPA (private practice) | Prior to 2017 | Accounting and financial reporting expertise |
| Arthur Andersen & Co. (Orlando) | CPA (employee) | Prior to 1983 | Public accounting training and audit discipline |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | None disclosed in proxy biography | — | — |
Board Governance
- Independence: The board determined Saltsman (non-management) is “independent” under NASDAQ rules; NOBH’s board uses NASDAQ independence definitions despite OTCQX listing .
- Committee assignments and chair roles:
- Audit Committee: Member; designated audit committee financial expert; serves as Chairman (Audit Committee Report signed “Robert Saltsman, Chairman”) .
- Compensation Committee: Member; committee met 4 times in FY 2024 .
- Nominating Committee: Member; committee did not meet separately in FY 2024 .
- Attendance and engagement: Board held four regular meetings in FY 2024; all directors attended all board and committee meetings on which they served; non-management directors meet in executive sessions “on a regular basis” .
- Audit oversight activity: As audit chair, reported on audit processes, auditor independence, and recommended inclusion of audited FY 2024 financials in the 10-K .
Fixed Compensation
Independent directors are paid per-meeting cash fees with an audit chair premium; no equity. Components and totals:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Board meetings (#) | 4 | 4 | 4 |
| Board meeting fee per meeting ($) | 3,000 | 3,000 | 3,000 |
| Audit Chair premium per board meeting ($) | 1,250 | 1,250 | 1,250 |
| Total Fees Earned or Paid in Cash ($) | 17,000 | 17,000 | 17,000 |
Notes:
- The proxy states: “We do not provide our independent directors with any compensation, equity awards or other benefits other than cash fees.” (also reiterated in 2024 and 2023 proxies ).
Performance Compensation
No performance-based director compensation disclosed (no RSUs/PSUs/options; only per-meeting cash fees).
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Equity awards (RSUs/PSUs) | None | None | None |
| Option awards | None | None | None |
| Performance-based cash | None; only per-meeting cash fees | None; only per-meeting cash fees | None; only per-meeting cash fees |
Other Directorships & Interlocks
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | None disclosed in proxy biography | — | — |
- No public company board interlocks or committee roles at other issuers are disclosed for Saltsman in NOBH’s proxy biography .
Expertise & Qualifications
- Audit committee financial expert designated by the board .
- Extensive accounting expertise; prior CPA roles including Arthur Andersen .
- Legal experience as a long-standing private-practice attorney .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| February 4, 2025 | 2,537 | Less than 1% |
- Shares outstanding at the record date: 3,268,829 .
- No stock options or other awards held by directors under the plan (confirming absence of derivative holdings) .
Governance Assessment
- Board effectiveness and oversight: Saltsman chairs the Audit Committee, is the board-designated financial expert, and led actions including review of audited financials and auditor independence before recommending inclusion in the 10-K—positive signal for financial reporting oversight .
- Independence and engagement: Non-management director judged independent under NASDAQ standards; 100% meeting attendance and regular executive sessions support robust independent oversight .
- Compensation and alignment: Director pay is modest, strictly cash per board meeting with an audit chair premium; no equity grants, which preserves independence but limits direct ownership alignment (Saltsman beneficially owns 2,537 shares, <1% of the float) .
- Related-party exposure context: Material related-party transactions involve the CEO/CFO’s interests (e.g., sales to communities where TLT, Inc. is general partner; repurchases of CEO shares), underscoring the importance of strong independent audit oversight (which Saltsman leads) .
- Auditor transitions and issues: The company transitioned auditors in 2023–2024; CohnReznick resigned in 2024 and noted disagreement over audit evidence related to capitalization of costs in finished goods inventory before Hancock Askew & Co. was engaged—this elevates audit risk, reinforcing the significance of Saltsman’s audit chair role .
Red Flags
- Concentrated insider control: CEO Terry E. Trexler beneficially owns 51.49% and CFO Thomas W. Trexler 12.94%; directors/officers as a group own ~66.01%—heightened governance risk requiring vigilant independent oversight .
- Related-party transactions with management-controlled entities and repeated repurchases from CEO (100,000 shares for $3.3M in April 2022; 100,000 shares for $2.8M in June 2023) .
- Auditor resignation and disagreement over audit evidence before appointing Hancock Askew & Co. .
- Family relationship on board/management: CEO is father of CFO—potential governance conflict via familial ties .