Edwin B. Moran
About Edwin B. Moran
Edwin B. Moran (age 58) is President of Omega Flex, Inc. and a Class 2 director since January 1, 2024; he has 30+ years of industry experience in flexible metal hose products, including leadership of sales and marketing and now operations and sales . Company performance context: 2023 net sales were $111.465M (−11.2% YoY), net income $20.763M, and EBIT $25.845M; five‑year TSR was 142.20% vs S&P 500 207.21% and S&P Building Products 274.41% . Moran was part of a planned succession with separation of Executive Chairman (Hoben), CEO (Rivest) and President (Moran), with lead independent director oversight .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Omega Flex, Inc. | President | 2024–present | Leads operations and sales; part of succession plan strengthening execution |
| Omega Flex, Inc. | Executive Vice President | 2022–2023 | Led all sales and marketing except MediTrac; helped drive commercial strategy |
| Omega Flex, Inc. | Vice President – Sales Residential Markets | 2007–2021 | Scaled residential gas piping sales for TracPipe/CounterStrike portfolio |
| Omega Flex, Inc. | Various sales roles | 2001–2006 | Progression through sales/distribution roles building market presence |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flex‑Trac, Inc. (OFLX subsidiary) | Director | 2024–present | Governance of MediTrac medical gas piping business; equity incentive grants align performance |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $400,000 | $540,800 |
| Cash Bonus/Non‑Equity Incentive ($) | $270,000 | $225,000 |
| All Other Compensation ($) | $33,754 | $30,935 |
Notes:
- All other compensation includes profit sharing contributions and dividend equivalents on phantom units .
- As of April 1, 2024, NEO base salaries included Moran at $540,800 .
Performance Compensation
| Award Type | Metric | Grant/Period | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Executive Incentive Plan (cash) | EBIT | FY2023 (pool 10.2% of EBIT) | Not disclosed | $270,000 payout | Annual cash; no vesting |
| Executive Incentive Plan (cash) | EBIT | FY2024 (pool % reduced to 6.0%) | Not disclosed | $225,000 payout | Annual cash; no vesting |
| Phantom Stock Units (cash‑settled) | TSR/Stock Price | Mar 8, 2023: 667 units; grant FV $74,964 at $112.39 | N/A | Pays full value at maturity one year after vesting | 3‑year vest; cliff vest at 3 years (post‑2023 grants), maturity 1 year after vest |
| Phantom Stock Units (cash‑settled) | TSR/Stock Price | Mar 20, 2024: 1,042 units; grant FV $75,000 at $72.00 | N/A | As above | 3‑year cliff vest; dividend equivalents accrue, paid only if vested |
| Flex‑Trac Restricted Stock | Subsidiary equity performance | Jan 2, 2025: 80,000 shares | N/A | N/A (restricted shares) | Full vest on Dec 31, 2032, or earlier upon change in control or death/disability/retirement; forfeited if shareholder approval not obtained |
Design features:
- EIP metric is EBIT, reflecting focus on operating performance of continuing ops .
- Phantom units are non‑dilutive and cash‑settled, aligning with TSR while avoiding share issuance .
- Flex‑Trac awards include double‑trigger vesting upon change in control if replacement awards are provided .
Equity Ownership & Alignment
| Ownership Item | 2024 | 2025 |
|---|---|---|
| OFLX common shares beneficially owned | 0 | 215 (401(k) plan fund) |
| OFLX ownership % of outstanding | ~0.000% | ~0.002% (215/10,094,322) |
| Flex‑Trac restricted stock held | — | 80,000 (subject to plan approval; vest conditions per plan) |
| Flex‑Trac ownership % of outstanding | — | ~0.76% (80,000/10,514,322) |
| Phantom stock units unvested at FY‑end | 1,130 units ($79,699 MV) | 1,874 units ($78,637 MV) |
| Units matured in year (vested prior grants) | 930 units; $114,669 value realized (maturity) | — |
Alignment controls and practices:
- Pledging of OFLX stock by NEOs/directors is prohibited without board approval; hedging policy not specified .
- Insider trading blackout applies quarterly to directors/officers .
- Clawback policy adopted per SEC/Nasdaq rules; executives have acknowledged compliance .
Employment Terms
| Provision | Key Terms |
|---|---|
| Change‑of‑Control Agreement | Post‑CoC employment period 3 years; same position/duties/location; base ≥ highest pre‑CoC year; may elect 3‑year average bonus paid monthly in lieu of plan participation; continued benefits on most favorable terms in prior 120 days |
| Termination (post‑CoC) | If terminated other than death/disability/retirement or resigns for Good Reason: cash severance = 2×(base salary + average of last two annual bonuses); 12 months of continued benefits |
| Termination (pre‑CoC) | If terminated other than death/disability/for cause: 18 months base salary, continuation of all benefits, and participation in executive incentive plan through next annual payout; extension of any option exercise windows (if applicable) |
| Good Reason / Cause definitions | Detailed definitions including diminution of duties, failure to pay, relocation >35 miles; Cause includes deliberate misconduct, failure to perform after notice, felony, controlled substance abuse, material breach |
| Potential Payments (illustrative) | As of Dec 31: Without Cause/Good Reason/Non‑Renewal: $870,000 (2023) ; $1,036,200 (2024) . Termination after Change in Control: $1,329,798 (2023) ; $1,576,600 (2024) . Benefits continuation adds one year medical . |
| Tax treatment | No excise tax gross‑ups; payments reduced to avoid §4999 excise tax; §409A compliance |
Board Governance
- Board service: Class 2 director since Jan 1, 2024; nominated for term to 2028 .
- Committee roles: None; employee directors do not receive separate director compensation .
- Independence: Not independent (management); board independence maintained via lead independent director and independent committees .
- Attendance: Board met 6 times in 2024; all directors present at all meetings; independent directors held executive sessions at 4 meetings . In 2023, 4 meetings; all directors met attendance thresholds .
- Lead Independent Director: J. Nicholas Filler; audit chair and designated lead .
Director Compensation (for employee directors)
- Employee directors (including Moran) receive no separate cash or equity director compensation; non‑employee director fee program exists (e.g., annual retainer $90,000, committee chair $5,512 in 2024/2025) but does not apply to Moran .
Compensation Peer Group and Say‑on‑Pay
- Peer group (12 industrial companies; $100M–$500M sales) used to benchmark executive compensation; OFLX performance exceeded medians in returns on equity/investment/assets (below median in sales and cash flow) .
- 2023 Say‑on‑Pay approval: 99.62% of votes cast; 88.28% of outstanding shares supported NEO compensation .
- 2025 advisory votes: Say‑on‑Pay and frequency proposal; board recommends “three years” frequency .
Risk Indicators & Red Flags
- Clawback policy adopted per SEC/Nasdaq (positive alignment) .
- Pledging: Prohibited without board approval (alignment safeguard) .
- Related party transactions: None reportable in 2023/2024 (other than status of major shareholder Mr. Reed) .
- Legal/disciplinary: No director bankruptcy/insolvency or criminal convictions/pending proceedings in past 10 years .
Compensation Structure Analysis
- Mix shift: Moran’s base rose from $400k (2023) to $540.8k (2024), while cash bonus declined ($270k → $225k), and ongoing phantom unit grants continued ($74,964 → $75,000 grant FV); net effect is slightly higher fixed pay, with continued at‑risk cash and market‑linked long‑term incentives .
- Equity vehicle: Continued use of cash‑settled phantom units (non‑dilutive) aligns with TSR while limiting share issuance; dividend equivalents accrue only if vested (disciplined long‑term focus) .
- New subsidiary equity: 80,000 Flex‑Trac restricted shares vest in 2032 or earlier on qualified events; awards carry double‑trigger change‑in‑control protections and clawback coverage (retention and performance orientation) .
Investment Implications
- Alignment: Moran’s incentive pay is tightly linked to EBIT and TSR via the executive incentive plan and phantom stock units; clawback and insider trading controls add governance discipline .
- Selling pressure: Minimal direct OFLX shareholdings (≈0.002% of outstanding) and non‑dilutive phantom units suggest low insider selling pressure from Moran; Flex‑Trac grants are subsidiary equity with long‑dated vesting .
- Retention and CoC economics: Strong retention via phantom units’ vesting/maturity and meaningful CoC severance (2× salary + average bonus) with 12 months benefits; pre‑CoC severance provides 18 months salary/benefits—reduces transition risk but creates potential payout obligations under strategic scenarios .
- Governance: Dual role (President + director) is balanced by separated Chairman/CEO roles and lead independent oversight; no committee assignments reduce potential conflicts, and board independence is reaffirmed annually .
Key levers to monitor: annual EBIT trajectory (bonus pool), phantom unit vesting/maturity schedules and accrued amounts, progress and economics of Flex‑Trac/MediTrac, and any changes to CoC agreements or subsidiary equity plans .