Dean W. Rivest
About Dean W. Rivest
Dean W. Rivest, age 55, is Chief Executive Officer and a Director of Omega Flex, Inc. (OFLX) since January 1, 2024, following prior roles as President (2022–2023), Executive Vice President (2020–2022), and Vice President & General Manager (since 2005) . He holds an M.S. in Mechanical Engineering (Rensselaer Polytechnic Institute), B.S. (Western New England College), and A.S. (Springfield Technical Community College), is a registered professional engineer, and the inventor of several patents related to the company’s product lines . Omega Flex’s executive incentive plan uses EBIT as the primary performance metric, and long-term “phantom stock” awards align pay with shareholder value and total shareholder return, indicating a pay-for-performance orientation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Omega Flex, Inc. | Vice President & General Manager, Industrial & MediTrac products | 2005–2020 | Led manufacturing/engineering and sales/marketing for industrial and MediTrac product lines, building operational depth in core businesses . |
| Omega Flex, Inc. | Executive Vice President | 2020–2022 | Oversaw manufacturing and engineering for all products; led sales/marketing for industrial and MediTrac, strengthening execution across segments . |
| Omega Flex, Inc. | President | 2022–2023 | Provided leadership over operations; positioned for succession to CEO role . |
| Omega Flex, Inc. | Chief Executive Officer | Since Jan 1, 2024 | Promoted under a structured succession plan; responsible for active management of the business . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flex-Trac, Inc. (U.S. subsidiary for MediTrac) | Director; President & CEO | Current | Leadership of MediTrac subsidiary; significant equity-based incentives tied to performance and long-term retention . |
| Omega Flex Limited (U.K. subsidiary) | Director; Chairman | Current | Governance and oversight of the U.K. business operations . |
| Omega Flex SAS (France subsidiary) | President | Current | Leadership of French subsidiary operations . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $514,875 | $540,800 |
| Stock Awards ($) – Phantom Stock Plan | $90,024 | $90,000 (1,250 units at $72 grant-date close) |
| All Other Compensation ($) | $33,154 | $30,935 (incl. 401(k) profit sharing $10,350; dividend equivalents $3,653) |
| Total ($) | $983,053 | $966,735 |
Performance Compensation
| Plan | Metric | 2023 Payout | 2024 Payout | Vesting / Notes |
|---|---|---|---|---|
| Executive Incentive Plan | EBIT | $345,000 | $305,000 | Committee adopted EBIT as primary performance measure for continuing operations, emphasizing operational performance . |
| Phantom Stock Awards (Omega Flex 2006 Phantom Stock Plan) | Full-value units | $90,024 (fair value) | $90,000 (1,250 units at $72) | 2023–2024 grants: 3-year cliff vest; 2022 grants: three equal annual installments; dividends accrue and are paid only upon vesting/maturity . |
| Dividend Equivalents (on matured phantom units) | N/A | $— | $3,653 (paid 2024) | Paid when phantom units mature, reinforcing long-term alignment . |
Equity Ownership & Alignment
| Item | Amount | Percent of Class | Notes |
|---|---|---|---|
| Omega Flex common shares (direct/indirect) | 2,134 (401(k) stock fund) | <1% (indicated by “*”) | Held via company 401(k) stock fund; beneficial ownership is de minimis relative to outstanding shares . |
| Flex-Trac, Inc. restricted stock grant | 225,000 shares | 2.1% | Granted Jan 2, 2025; vests fully on Dec 31, 2032, subject to continuous service; accelerates on change in control, death, disability, or retirement; forfeited if Plan not approved by shareholders . |
| Unvested Omega Flex phantom stock units (12/31/2024) | 2,249 units | N/A | Market value $94,376 at year-end; 3-year cliff vest for 2023–2024 grants; units align with TSR . |
| Pledging / Hedging | Policy prohibits pledging absent Board approval; no policy on hedging | N/A | Quarterly trading blackouts apply; advance notice to Corporate Secretary required for proposed transactions . |
Employment Terms
| Provision | Key Terms | Quantitative Detail |
|---|---|---|
| Change-of-Control Agreement (double-trigger) | Post-CO employment period of 3 years; if terminated other than for death/disability/cause or resigns for good reason during post-CO period, severance equals 2x base salary plus average of last two annual bonus awards; 12 months continued benefits . | Termination after change in control: $1,731,600, plus benefits for one year (estimates as of 12/31/2024) . |
| Pre-CO termination alternative | If terminated other than death/disability/for cause prior to a CO, severance equals 18 months base salary, continuation of benefits, extension to exercise vested options (if any), and participation in executive incentive plan through next annual calculation . | Without cause/good reason/non-renewal scenario: $1,116,200, plus benefits for one year (estimates as of 12/31/2024) . |
| Non-compete / Non-disclosure | No competition during employment; non-disclosure obligations; return of Company information upon termination . | Contractual covenants to protect IP and commercial interests . |
| Clawback | Executive officer clawback policy compliant with Exchange Act Rule 10D-1 and Nasdaq Listing Rule 5608; officers signed acknowledgments . | Applies to erroneously awarded incentive compensation after accounting restatements . |
| Insider Trading | Quarterly blackout periods; pledging only with Board approval; pre-clearance required; no explicit hedging policy . | Governance controls to mitigate trading risk and signaling anomalies . |
Board Governance
- Board service and roles: Rivest has served as CEO and Director since January 1, 2024; he is not listed as a member of the Audit, Compensation, Executive, or Nominating/Governance committees, consistent with independence expectations for key committees .
- Independence and oversight: The Board has a Lead Independent Director (J. Nicholas Filler), held six meetings in 2024 with full attendance; independent directors held executive sessions at four meetings, indicating regular independent oversight .
- Dual-role implications: Omega Flex separated the CEO and Chair roles effective January 1, 2024—Rivest is CEO while Kevin R. Hoben serves as Executive Chairman—addressing prior CEO/Chair combination (2019–2023) and strengthening governance checks and balances .
- Director compensation: Employee directors (including the CEO) receive no separate director fees; non-employee director cash retainers are disclosed separately .
Investment Implications
- Pay-for-performance alignment: EBIT-driven cash incentives plus multi-year phantom stock units tie payout to operating performance and shareholder value, supporting aligned incentives; however, disclosure lacks explicit bonus targets/weightings, modestly limiting forward predictability .
- Retention and selling pressure: The 225,000-share Flex-Trac restricted stock grant vesting on December 31, 2032 with acceleration only under change-of-control or death/disability/retirement indicates strong long-term retention and minimal near-term selling pressure; phantom units vest over three years with dividends only at vest, further anchoring retention .
- Ownership alignment: Direct OFLX ownership is de minimis (<1%), with alignment primarily via phantom equity economics and significant Flex-Trac equity; policies prohibit pledging without Board approval but do not restrict hedging, which is a potential alignment risk to monitor .
- Change-of-control economics: Double-trigger severance (2x salary + average bonus, plus benefits) and three-year post-CO employment terms are standard-to-protective; equity awards contemplate replacement awards and double-trigger vesting post-CO, which could influence behavior around strategic transactions .