David K. Evans
About David K. Evans
Independent director of Omega Flex, Inc. (Class 1), age 70, serving on the board since 1996. Evans is President and CEO of Partners Mechanical, Inc., a mechanical contractor in Raleigh, NC, with 20+ years leading construction and installation of mechanical systems relevant to Omega Flex’s products—bringing field-level operating and installation expertise to the board. He is designated independent under the company’s guidelines and Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Partners Mechanical, Inc. | President & CEO | 20+ years (Raleigh, NC) | Extensive experience in mechanical systems construction/installation, directly relevant to Omega Flex product applications |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| None disclosed beyond Partners Mechanical | — | — | No additional public company directorships disclosed for Evans |
Board Governance
- Independence: Determined independent by Nominating/Governance Committee and under Nasdaq rules .
- Board leadership: Lead Independent Director is J. Nicholas Filler (also Audit Chair) .
- Committees: Evans serves on Audit, Compensation, and Nominating/Governance committees (not a chair) .
- Attendance/engagement:
- Board met 6 times in 2024; all directors attended all meetings (100%) .
- Audit Committee met 5 times; all members attended (Evans present at all) .
- Nominating/Governance met 2 times; all members attended (Evans present at all) .
- Compensation Committee met 4 times; one unnamed member missed one meeting (individual not disclosed) .
- Executive sessions: Independent directors met in executive session at four meetings .
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Audit | Member | 5 | 100% (all members attended) |
| Compensation | Member | 4 | Not fully disclosed (one member missed one meeting) |
| Nominating/Governance | Member | 2 | 100% (all members attended) |
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual retainer (non-employee director) | $90,000 | Effective Jan 1, 2024; automatic 5% biennial increases unless changed |
| Committee chair retainer (if applicable) | $5,512 | Evans is not a chair; for context only |
| 2024 Director compensation (Evans) | $90,000 | Cash fees; no 2024 stock awards at parent company |
Performance Compensation
| Grant Type | Entity | Grant Date | Shares/Units | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock | Flex-Trac, Inc. (subsidiary) | Jan 2, 2025 | 10,000 | Fully vests 12/31/2032; earlier on change in control, death, disability, or retirement; forfeited if plan not approved | Award under Flex-Trac, Inc. 2025 Equity Incentive Plan; dividends paid only if award vests |
- Clawbacks: All awards under the Flex-Trac plan are subject to clawback policies or applicable rules/standards if adopted or required .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| None disclosed | — | No other public company directorships listed for Evans; Related-party review disclosed no transactions in 2024–2023 above Item 404 thresholds |
Expertise & Qualifications
- Industry/operator expertise: 20+ years leading a mechanical contractor; direct familiarity with installation environments for Omega Flex products .
- Committee skill coverage: Audit Committee member; the committee determined all members are “financially sophisticated” under Nasdaq; Audit Committee Financial Expert designations apply to Filler, Dubin, and Shea (Evans not designated as ACFE) .
- Board expertise matrix lists governance/industry/operations among board skills; Evans provides construction/manufacturing operations perspective .
Equity Ownership
| Security | Beneficial Ownership | % of Class | Notes |
|---|---|---|---|
| Omega Flex, Inc. common stock | 1,826 shares | <1% | Includes 826 shares held by a corporation where Evans is officer/shareholder; beneficial ownership disclaimed as noted |
| Flex-Trac, Inc. common stock | 10,000 shares | <1% | Grant under Flex-Trac 2025 Equity Incentive Plan; subject to forfeiture if plan not approved |
- Pledging/hedging: Company policy prohibits pledging by directors without board approval and requires pre-clearance of transactions; company has no policy restricting hedging—governance gap in alignment policy. No pledging disclosed for Evans (contrast: separate disclosure notes pledging for another director, not Evans) .
- Section 16 compliance: Company reports all Section 16 filings were timely in 2024 .
Governance Assessment
Strengths
- Independent director with nearly three decades of board service and deep industry/installation expertise; serves across three key committees, enhancing oversight continuity .
- Strong engagement: 100% board attendance; full attendance on Audit and Nominating/Governance committees in 2024 .
- No related-party transactions disclosed for 2024–2023; independence affirmed under Nasdaq and company guidelines .
Watch items / potential red flags
- Hedging policy gap: Company states it does not have a policy regarding the ability of directors/officers/employees to acquire hedges on equity—could weaken alignment if used; investors may ask for a no-hedging policy .
- Long tenure: Independent since 1996; while tenure brings institutional knowledge, some investors scrutinize very long tenures for potential softening of independence (board has reaffirmed his independence) .
- Equity alignment structure: Director compensation at parent level is cash-only (no parent-level equity) in 2024; new long-dated subsidiary equity (Flex-Trac) grants vesting in 2032 align with the subsidiary but are contingent on shareholder approval—investors may seek clearer parent-level director equity alignment and ownership guidelines over time .
Summary implications for investors
- Evans provides valuable field-operations expertise and steady committee coverage with strong attendance—net positive for board effectiveness. Independence, lack of related-party exposure, and audit committee financial sophistication standards at the committee level mitigate risk. Investors may engage on hedging policy enhancements and parent-level director equity alignment to strengthen long-term shareholder alignment.