J. Nicolas Filler
About J. Nicholas Filler
J. Nicholas Filler, age 73, is Lead Independent Director of Omega Flex, Inc., serving on the Board since 2009 and currently chairing the Audit Committee . He holds a Juris Doctor from Boston University Law School and has extensive experience in manufacturing leadership and corporate/legal roles, including COO and President of Argotec, and Senior VP–Corporate & Legal at Mestek, Inc. . The Board has designated him as an independent director and an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Argotec, Inc. | Chief Operating Officer; President | COO from 2007; President 2011–2014 (retired) | Led manufacturing firm operations; finance/accounting and corporate law expertise |
| Mestek, Inc. (former parent of OFLX) | Senior Vice President – Corporate & Legal | 2001–2007 | Corporate law and financing; governance and legal oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mestek, Inc. | Director and Vice Chairman | Current | Former parent of Omega Flex, industry interlock |
| Bete Fog Nozzle Co. | Director | Current | Industrial manufacturing, relevant operations experience |
Board Governance
- Lead Independent Director; Audit Committee Chair; designated “audit committee financial expert” (alongside Dubin and Shea) .
- Committee memberships: Audit (Chair), Compensation, Executive, Nominating/Governance .
- Independence: Affirmed by the Nominating/Governance Committee under Nasdaq and company guidelines .
- Attendance: Board held 6 meetings in 2024; all directors attended all meetings; independent directors met in executive session at 4 meetings; all directors attended the June 2024 annual meeting .
- Audit Committee met 5 times in 2024 with all members in attendance; reviewed financial reporting, controls, and auditor independence (RSM US LLP) .
| Committee | Role | FY 2024 Meetings | Attendance |
|---|---|---|---|
| Audit | Chair | 5 | All members in attendance |
| Compensation | Member | 4 | All members in attendance except one missed one meeting |
| Executive | Member | Irregular | Acts between Board meetings as needed |
| Nominating/Governance | Member | 2 | All members in attendance |
Fixed Compensation
| Period | Component | Amount ($) | Notes |
|---|---|---|---|
| FY 2024 | Annual retainer (non-employee directors) | 90,000 | Raised effective Jan 1, 2024; 5% automatic increases every two years unless changed |
| FY 2024 | Committee chair retainer | 5,512 | Applied for committee chairs; indexed +5% in 2024 |
| FY 2024 | Fees earned – J. N. Filler | 95,512 | Cash fees only; no stock awards in 2024 |
Performance Compensation
| Grant | Instrument | Grant Date | Shares/Units | Vesting | Change-in-Control | Forfeiture |
|---|---|---|---|---|---|---|
| Flex‑Trac, Inc. 2025 Equity Incentive Plan | Restricted Stock (subsidiary) | Jan 2, 2025 | 10,000 | Cliff vest Dec 31, 2032; or upon death, disability, retirement, or change in control | Double-trigger vesting for replacement awards within 24 months post‑CIC; time-based awards auto‑vest if no replacement award | Awards forfeited if plan not approved by OFLX shareholders |
Notes: Flex‑Trac Plan authorizes RSUs, options, SARs, and performance awards; prohibits repricing of options/SARs without shareholder approval; subject to clawback under applicable laws and any adopted policies .
Other Directorships & Interlocks
| Company | Relationship to OFLX | Shared Individuals/Links | Potential Consideration |
|---|---|---|---|
| Mestek, Inc. | Former parent; HVAC manufacturing | Filler (Vice Chair); Stewart B. Reed (Mestek CEO; OFLX Vice Chair/Director) | Information flow/interlocks; Nominating/Governance Committee affirmed independence (no compensation interlock issues cited for Reed) |
| Bete Fog Nozzle Co. | Supplier/manufacturer | Filler is Director | No related‑party transactions disclosed for 2024/2023 |
Expertise & Qualifications
- Legal and corporate finance expertise; former Senior VP–Corporate & Legal at Mestek; J.D. from Boston University Law School .
- Manufacturing and operations leadership; Argotec COO/President .
- Audit Committee Financial Expert designation under SEC rules; financially sophisticated per Nasdaq standards .
- Board’s expertise chart attributes: Finance, governance, legal, industry and operations capabilities .
Equity Ownership
| As of | Security | Beneficial Ownership | % of Class | Notes |
|---|---|---|---|---|
| Apr 9, 2025 | Omega Flex Common Stock | 1,850 shares | <1% | Company had 10,094,322 shares outstanding; independence affirmed; no pledge footnote for Filler (pledge disclosed for Reed only) |
| Apr 9, 2025 | Flex‑Trac Common Stock | 10,000 shares | <1% | Granted under Flex‑Trac Plan; subject to forfeiture pending plan approval |
Governance Assessment
- Strengths: Lead Independent Director; chairs Audit Committee; designated audit financial expert; full attendance; clear independence determinations; robust audit oversight including auditor independence and controls review .
- Alignment: 2024 director pay is cash-based with modest fees; newly granted long-dated restricted stock at Flex‑Trac (subsidiary) enhances equity alignment and includes double‑trigger CIC protections and clawback applicability .
- Conflicts/Interlocks: Vice Chair role at Mestek and shared board links with Stewart Reed warrant monitoring; however, proxy discloses no related‑party transactions for 2024/2023 and independence affirmed by committee .
- Risk indicators: Company insider trading policy restricts pledging (requires board approval); no pledging disclosed for Filler; controlling shareholder Reed has 127,000 shares pledged, which is separate from Filler .
- Engagement signals: Lead independent contact channel is published; independent directors held executive sessions regularly, supporting oversight quality .
Insider filings: The Company reports all applicable Section 16(a) filings were timely for FY 2024; specific Form 4 transaction details are not provided in the proxy .