Kevin R. Hoben
About Kevin R. Hoben
Kevin R. Hoben (age 78) is Executive Chairman of Omega Flex, Inc., having served as Chairman and CEO from December 2018 through December 2023 and President from 2005 to 2018; he has been a director since 1996 and a director of the UK subsidiary, Omega Flex Limited, since 2001, with over 30 years’ experience in the sale and distribution of flexible metal hose products . The company’s executive incentive plan uses EBIT as the performance metric (cash-based), aligning payouts to continuing operations; Hoben had no equity awards outstanding or granted for 2024, with compensation primarily in salary and annual incentive .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Omega Flex, Inc. | Executive Chairman | 2024–present | Oversaw CEO transition to Dean Rivest; board described promotions as a solid succession plan . |
| Omega Flex, Inc. | Chief Executive Officer | 2019–Dec 2023 | Led operations; compensation tied to EBIT via Executive Incentive Plan . |
| Omega Flex, Inc. | President | 2005–2018 | Senior leadership across operations and growth in flexible hose products . |
| Omega Flex Limited (UK subsidiary) | Director | 2001–present | Governance oversight of UK operations . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Taco Comfort Solutions, Inc. (HVAC manufacturer) | Director | Not disclosed | External board role . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 510,648 | 540,800 |
| Bonus ($) | 0 | 0 |
| Stock Awards ($) | 0 | 0 |
| Non-Equity Incentive Plan ($) | 1,576,468 | 419,802 |
| All Other Compensation ($) | 46,860 | 49,725 |
| Total ($) | 2,133,976 | 1,010,327 |
Key components of “All Other Compensation” (2024): company car ($20,000), 401(k) profit sharing contribution ($10,350), dividend equivalents on matured phantom units (for other NEOs; none for Hoben), insurance and plan match .
Performance Compensation
| Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|
| EBIT (Executive Incentive Plan) | Not disclosed | Not disclosed | $1,576,468 (2023); $419,802 (2024) | Annual cash (no equity vesting) |
Notes:
- Compensation Committee adopted EBIT as the measure for Executive Incentive Plan because it reflects performance of continuing operations; phantom stock plan grants for other NEOs align with TSR, but Hoben had no equity awards .
- Outstanding equity awards at 12/31/2024: Hoben 0 units; other NEO vesting schedules are 3-year cliff for 2023/2024 grants .
Equity Ownership & Alignment
| Item | Amount / Status | As of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 899,845 | Record date 4/9/2025 | Includes 340 shares in the 401(k) profit sharing stock fund . |
| Ownership (% of OFLX outstanding) | 8.9% | Record date 4/9/2025 | Company had 10,094,322 shares outstanding . |
| Vested vs Unvested equity | No outstanding equity awards (0 units) | 12/31/2024 | No RSUs/PSUs/options. |
| Pledging/Hedging | Pledging prohibited without board approval; no company hedging policy (no prohibition) | Policy current | No pledge disclosure for Hoben; another director (S. Reed) had pledged shares . |
| Ownership guidelines | Not disclosed | — | — |
Recent insider sale:
- On June 12, 2025, Hoben sold 972 OFLX shares at $31.55 ($30,666), and directly held 898,533 shares plus 340 shares via 401(k) afterward; Form 4 filed (Attorney-in-fact Susan B. Asch) .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Agreement date & clawback | Employment agreement dated Dec 15, 2008; amended Jan 1, 2014 to add clawback . | |
| Role/Term | Employed as Chairman & CEO for 2 years; auto-renewals in 1-year increments unless 6-month notice; effective Jan 1, 2024 he is Executive Chairman . | |
| Current base salary (agreement) | $559,728 (subject to annual review) . | |
| Incentive Eligibility | Annual incentive bonuses under board programs . | |
| Perquisites | 20 days vacation; car allowance; standard employee benefits . | |
| Termination—death/disability | Accrued pay/vacation + severance equal to average incentive bonuses (prior 3 years), prorated . | |
| Termination—for cause/resignation/retirement | Accrued pay/vacation only . | |
| Termination—without cause / good reason | Accrued pay/vacation + severance equal to average incentive bonuses (prior 3 years) + one year’s base salary + 1 year continuation of health benefits and car allowance . | |
| Non-renewal | Same economic terms as without cause/good reason . | |
| Change-in-control (18 months) | If terminated without cause, for good reason, or non-renewed in 18 months post-CIC: 2 years’ base salary + 2× average incentive bonus (prior 3 years), in addition to other amounts; double-trigger . | |
| Non-compete / non-solicit | 1 year post-termination; scope: flexible metal hose and braid products and lines of business . | |
| Excise tax cutback | Payments reduced to avoid 4999 excise tax . |
Estimated termination payments (as of 12/31/2024):
| Scenario | Amount |
|---|---|
| Death or Disability | $1,481,473 |
| Without Cause / Good Reason / Non-Renewal | $2,022,273 |
| Termination after Change in Control | $4,044,547 (plus 1 year benefits) |
Board Governance
- Board service and roles: Hoben has been a director since 1996; Executive Chairman since Jan 1, 2024; previously Chairman & CEO (Dec 2018–Dec 2023) .
- Board independence and structure: Independent directors include Dubin, Filler (Lead Independent and Audit Chair), Evans, Reed, Shea; Hoben is not listed as independent .
- Committees: Executive (Chair: S. Reed) includes Hoben; Hoben is not on Audit or Compensation committees; Compensation committee comprised of independent directors and met 4 times in 2024 .
- Board meeting attendance: 6 meetings in 2024; all directors attended; independent director executive sessions held at four meetings .
- Say-on-pay frequency: Board recommends and company policy is every three years .
- Director pay: Non-employee director annual retainer $90,000; committee chair retainer $5,512; employee directors like Hoben receive no separate director compensation .
Compensation & Incentives Analysis
- Pay mix and year-over-year changes: Hoben’s compensation is primarily salary plus EBIT-linked cash incentive; no equity grants in 2023–2024, indicating high cash-at-risk exposure driven by operating performance rather than time-vested equity . 2023 NEIP payout was materially higher ($1.58M) than 2024 ($0.42M), consistent with plan variability .
- Equity shift and repricing: No equity awards for Hoben; phantom stock grants apply to other NEOs; plan prohibits option/SAR repricing absent shareholder approval .
- Clawbacks and insider policy: Executive officer clawback policy adopted; Hoben’s agreement includes clawback; insider trading policy imposes quarterly blackouts and restricts pledging without board approval; no hedging prohibition policy .
- Severance and change-of-control: Double-trigger CIC with 2× salary and 2× bonus average creates retention during control transitions; non-compete/non-solicit for 1 year reduces immediate transition risk .
Risk Indicators & Red Flags
- Pledging/Hedging: Company policy allows pledging with approval and has no hedging prohibition; however, no pledged shares disclosed for Hoben; another director (Reed) reported pledged holdings; monitor for future pledges as potential misalignment risk .
- Related party transactions: None reportable in 2024/2023; note controlling shareholder influence (Reed 56.2%) which can shape governance dynamics .
- Insider selling pressure: June 12, 2025 sale of 972 shares (~$30.7K) is de minimis relative to Hoben’s 898K+ share stake; unlikely to signal near-term selling pressure .
Director Compensation and Ownership (Board-level)
- Non-employee director fees as above; employee directors receive none .
- In January 2025, Flex-Trac (subsidiary) restricted stock awards were approved for certain directors (10,000 each), vesting 12/31/2032, contingent on shareholder approval; does not apply to Hoben .
Say-on-Pay & Shareholder Feedback
- Advisory vote on NEO compensation scheduled; company policy to hold say-on-pay every three years; board will consider outcomes in future compensation decisions .
Expertise & Qualifications
- Over 30 years of industry experience; long-tenured leadership across operations, manufacturing, and sales/distribution of flexible metal hose products .
Compensation Committee Analysis
- Independent committee; met four times in 2024; uses EBIT as primary performance metric; no consultant disclosures in proxy .
Investment Implications
- Alignment: Significant direct ownership (~8.9%) provides strong shareholder alignment, offsetting the absence of equity grants; pledging restriction reduces collateral risk though hedging isn’t prohibited by policy .
- Performance sensitivity: High NEIP variability (EBIT-based) ties pay to operating results; 2024 payout compression signals tighter performance (vs. 2023), which can impact executive cash comp and investor perceptions of execution .
- Governance: Dual role as Executive Chairman (not independent) plus a controlling shareholder on the board (Reed 56.2%) heightens independence scrutiny; mitigants include a Lead Independent Director, independent audit/comp committees, and regular executive sessions .
- Retention/transition risk: Strong CIC economics with double-trigger and 1-year non-compete/non-solicit suggest low immediate departure risk in control events; however, high cash orientation vs. equity for Hoben may reduce long-term equity-based retention leverage .
- Trading signals: The June 2025 sale by Hoben was small relative to holdings; monitor for pattern changes or larger dispositions given policy latitude on hedging/pledging (subject to approvals) .
Board Service History and Independence: Hoben has served on Omega Flex’s board since 1996, is now Executive Chairman, and sits on the Executive Committee; he is not classified as independent. A Lead Independent Director (Filler) chairs the Audit Committee; board held six meetings in 2024 with full attendance and regular independent executive sessions. Dual-role implications include potential oversight challenges mitigated by committee independence and governance practices .