James M. Dubin
About James M. Dubin
Independent director of Omega Flex, Inc. since 2019; age 78. Former Executive Chairman of Conair Corporation (2018–2021) and a prior senior partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP until retirement in 2012; currently consults via Madison Place Partners, LLC. Current board seats include Echoleat Systems, Inc. and Emmis Corporation; prior service includes Carnival Corporation & plc and multiple non-profit boards. Skills span accounting, finance, financial reporting, corporate law, securities, and M&A; designated audit committee financial expert. Independent under Nasdaq and company guidelines and attended all 2024 board meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Conair Corporation | Executive Chairman | 2018–2021 | Oversight of diversified consumer products operations |
| Paul, Weiss, Rifkind, Wharton & Garrison LLP | Senior Partner | –2012 (retired) | Corporate law, securities, M&A expertise |
| Carnival Corporation & plc | Director (former) | Not disclosed | Large-cap governance exposure |
| Multiple non-profits (e.g., Lighthouse Guild, National Foundation for Advancement in the Arts, American Ballet Theatre) | Trustee/Director | Not disclosed | Philanthropic governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Echoleat Systems, Inc. | Director | Current | Not disclosed |
| Emmis Corporation | Director | Current | Not disclosed |
Board Governance
- Board independence: Independent director under company guidelines and Nasdaq listing rules.
- Committee assignments and roles:
- Nominating/Governance: Chair
- Audit: Member and designated audit committee financial expert
- Compensation: Member
- Executive: Member
- Attendance and engagement:
- Board held six meetings in 2024; all directors attended all meetings; independent director executive sessions held at four meetings.
- Audit Committee met five times in 2024; all members attended.
- Compensation Committee met four times in 2024; one member missed one meeting (not specified as Dubin).
- Nominating/Governance Committee met twice in 2024; all members attended.
- Board leadership context: J. Nicholas Filler is Lead Independent Director (and Audit Chair).
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Director Retainer | $90,000 | Effective Jan 1, 2024; automatic 5% increases every two years (next Jan 1, 2026) unless otherwise determined. |
| Committee Chair Retainer (for chairing Nominating/Governance) | $5,512 | Chair fee level raised 5% effective Jan 1, 2024. |
| 2024 Fees Earned (Cash) | $95,512 | No stock awards to directors outstanding at 12/31/2024. |
Performance Compensation
| Instrument | Grant Date | Shares/Units | Vesting/Performance | Change-in-Control Treatment |
|---|---|---|---|---|
| Flex-Trac, Inc. Restricted Stock | Jan 2, 2025 | 10,000 shares (subject to shareholder approval of Plan) | Full vesting on Dec 31, 2032 if continuous service; earlier vesting upon change in control, death, disability, or retirement; dividends only to extent awards vest. | |
| Plan-level features | 2025 Plan | Up to 818,458 shares pool; awards include options, SARs, RSUs, performance awards; no option/SAR repricing without shareholder approval; clawback applicable. | ||
| CIC mechanics | N/A | N/A | If no equivalent Replacement Awards, time-based awards vest in full; performance awards vest based on performance through latest practicable date; if Replacement Awards given, vesting accelerates on double-trigger within 24 months (involuntary sep, death, disability). |
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts |
|---|---|---|
| Echoleat Systems, Inc. | Director | None disclosed with Omega Flex customers/suppliers/competitors. |
| Emmis Corporation | Director | None disclosed with Omega Flex customers/suppliers/competitors. |
Expertise & Qualifications
- Expertise chart marks: Finance; Audit Committee Financial Expert; Industry; Governance; Legal; Operations; Environmental.
- Audit committee financial expert designation alongside other financially sophisticated members.
- Corporate law and M&A background; executive leadership experience at Conair.
Equity Ownership
| Security | Beneficial Ownership | % of Class | Notes |
|---|---|---|---|
| Omega Flex, Inc. Common Stock | 500 shares | <1% (indicated “*”) | Outstanding shares: 10,094,322 at Apr 9, 2025. |
| Flex-Trac, Inc. Common Stock | 10,000 shares | <1% (indicated “*”) | Subject to forfeiture unless plan approved; see Flex-Trac 2025 Equity Incentive Plan. |
- Pledging/Hedging: Insider trading policy prohibits pledging without board approval; no pledges disclosed for Dubin.
Governance Assessment
- Strengths:
- Clear independence and strong attendance; chairs Nominating/Governance and serves as Audit financial expert, improving oversight quality.
- Conservative director pay structure (cash retainer; limited equity), with clawback protections at plan-level and prohibition on option/SAR repricing.
- No related-party transactions in 2024/2023.
- Watch items / potential red flags:
- Low direct ownership in OFLX (500 shares) reduces skin-in-the-game; monitor evolution of holdings.
- Long-dated subsidiary RSU-style restricted stock (to 2032) may dilute alignment if subsidiary priorities diverge; ensure board-level oversight harmonizes incentives across parent and subsidiary (double-trigger CIC mitigates windfalls).
- Board concentration of influence via significant shareholder (Mr. Reed at 56.2%)—committee confirms independence, but ongoing monitoring of governance balance is prudent.
Overall signal: Dubin’s legal/finance acumen and committee leadership support board effectiveness; compensation and plan safeguards (no repricing, clawbacks, double-trigger CIC) are shareholder-friendly. Main gap is modest personal ownership; Flex-Trac equity adds long-term exposure but is contingent and subsidiary-focused.