Matthew F. Unger
About Matthew F. Unger
Matthew F. Unger, age 58, is Vice President – Finance and Chief Financial Officer of Omega Flex, Inc. (OFLX). He has served as CFO since 2022 after roles as Interim Finance Director (2021–2022) and Controller/Principal Accounting Officer (since 2015). He is a CPA (since 1991) and holds an M.S. in Finance from Drexel University; his 30+ years of finance and accounting experience span manufacturing, software, IT, and vehicle leasing. Company performance through his finance leadership tenure shows revenue and profitability headwinds: Revenues fell from $130.0m in FY2021 to $101.7m in FY2024, with EBIT declining from $35.1m to $21.6m and Net Income from $26.2m to $18.0m (see Performance & Track Record). He also serves as a director of Omega Flex Limited (UK) and as treasurer of Flex‑Trac, Inc. (subsidiary) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Omega Flex, Inc. | Vice President – Finance & Chief Financial Officer | 2022–present | Senior finance leadership; oversight of financial reporting, controls, and capital allocation . |
| Omega Flex, Inc. | Interim Finance Director | 2021–2022 | Transition leadership of finance organization . |
| Omega Flex, Inc. | Controller & Principal Accounting Officer | 2015–2021 | Led controllership and principal accounting function . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Omega Flex Limited (UK subsidiary) | Director | Not disclosed | Governance oversight at UK subsidiary . |
| Flex‑Trac, Inc. (U.S. subsidiary) | Treasurer | Not disclosed | Treasury stewardship for MediTrac® business expansion vehicle . |
Fixed Compensation
- Current base salary level (as of April 1, 2024): $226,044 .
Multi-year cash and total pay history:
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Salary ($) | 165,664 | 210,000 | 217,350 |
| Discretionary Bonus ($) | 30,000 | 0 | 0 |
| Non‑equity Incentive Plan Compensation ($) | 47,000 | 106,838 | 125,000 |
| Stock Awards ($, grant‑date fair value) | 0 | 60,001 | 60,016 |
| All Other Compensation ($) | 11,623 | 13,687 | 21,566 (incl. $14,645 401(k) profit‑sharing) |
| Total ($) | 254,287 | 390,526 | 423,932 |
Notes:
- 2023 Executive Incentive Plan (EIP) pool equaled ~10.2% of EBIT (ex‑bonus), or ~$2.9m; Mr. Unger received $125,000, representing 4.3% of the pool .
- For 2024 the EIP pool percentage was reduced to 6.0% (reflecting leadership changes) .
Performance Compensation
Annual Cash Incentive (Executive Incentive Plan)
| Element | Design | Target/Weight | Actual 2023 | Vesting |
|---|---|---|---|---|
| Annual EIP | Pool based on company EBIT (ex‑bonus) (10.2% in 2023; 6.0% in 2024) | No fixed individual target; committee discretion | $125,000 (4.3% of 2023 bonus pool) | Cash, paid annually |
Equity/Long‑Term Incentives (Phantom Stock Units – non‑dilutive)
| Grant Date | Instrument | Units | Grant‑Date Price | Grant FV ($) | Vesting | Maturity |
|---|---|---|---|---|---|---|
| Mar 8, 2023 | Phantom stock units | 534 | $112.39 | 60,016 | Three‑year cliff on 3rd anniversary (post‑1/1/2023 awards) | 1 year after final vest date (est. Mar 8, 2027) |
| Mar 20, 2024 | Phantom stock units | 833 | $72.00 | 59,976 (833×$72.00) | Three‑year cliff on 3rd anniversary | 1 year after final vest date (est. Mar 20, 2028) |
Additional equity plan mechanics:
- Pre‑2023 grants vest 1/3 per year over three years; post‑2022 grants are three‑year cliff vest; all accrue dividend equivalents; unvested units forfeit upon voluntary termination (limited retirement exceptions) .
- Awards are cash‑settled liabilities; plan is explicitly non‑dilutive to shareholders .
No options or SARs were granted to Mr. Unger; no option exercises or stock vested for Mr. Unger in 2023 (0/0) .
Equity Ownership & Alignment
Beneficial Ownership and Outstanding Equity (parent company)
| Item | Value |
|---|---|
| Beneficial ownership of OFLX common stock | 0 shares as of Apr 3, 2024 (less than 1%) |
| Unvested phantom stock units (12/31/2023) | 797 units; $56,220 market value at year‑end |
| Shares pledged as collateral | Prohibited for NEOs without board approval; preclearance required |
| Hedging policy | Company states it does not have a policy regarding ability to acquire hedges relating to equity compensation |
Interpretation for alignment and selling pressure:
- Phantom stock is cash‑settled; it does not create open‑market selling pressure or shareholder dilution; payments at maturity are company cash outflows tied to stock price/TSR .
- With 0 direct share ownership, alignment relies on EIP (EBIT‑driven) and phantom units (tied to TSR) rather than personal common‑stock stakes .
Employment Terms
Change‑of‑Control (CoC) agreements (applicable to Mr. Unger)
- CoC triggers include change in board majority, certain reorganizations/mergers unless 75% continuity, liquidation/dissolution, or sale of substantially all assets .
- Post‑CoC employment period: 3 years; position, duties, and location (within 35 miles) must be substantially the same; base salary ≥ highest in prior 12 months; participation in incentive plan or election to receive 3‑year average prior EIP compensation paid monthly; benefits continued under most favorable terms in prior 120 days .
- Restrictive covenants: during employment and 1 year after termination, non‑solicit (employees/customers/suppliers) and non‑compete in any OFLX line of business .
- Compliance provisions: Agreements interpreted under IRC 409A; any 280G/4999 excise‑tax exposure is cut back to avoid excise tax (no gross‑ups) .
Clawback/Insider Trading Policies
- Executive officer clawback policy effective Oct 2, 2023 (SEC Rule 10D‑1/Nasdaq 5608) requires recovery of erroneously awarded incentive pay following a restatement; NEOs have signed acknowledgments .
- Insider trading policy: quarterly blackout for officers and directors; pledging prohibited absent board approval; preclearance required .
Performance & Track Record
Company Operating Performance (annual)
| Metric (USD) | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues | $130,011,000* | $125,487,000* | $111,465,000* | $101,681,000* |
| EBIT | $35,062,000* | $31,016,000* | $25,799,000* | $21,571,000* |
| Net Income | $26,195,000* | $23,622,000* | $20,763,000* | $18,014,000* |
*Values retrieved from S&P Global.
Total Shareholder Return (company disclosure; $100 initial investment as of 12/31/2019)
| Measure | 2020 | 2021 | 2022 | 2023 |
|---|---|---|---|---|
| OmegaFlex TSR ($) | 137.37 | 120.46 | 89.61 | 68.68 |
| S&P 500 Building Products Index TSR ($) | 106.60 | 156.92 | 175.02 | 207.18 |
Context
- EIP is anchored to EBIT, the committee’s “true measure of management performance,” while phantom stock aligns with shareholder TSR over multi‑year cycles .
- 2021–2024 saw revenue and profit contraction, reflected in lower EIP pool year‑over‑year and negative relative TSR vs the S&P Building Products benchmark in 2022–2023 .
Investment Implications
- Pay‑for‑performance alignment: Cash incentive pay is formulaically tied to EBIT, directly linking CFO cash compensation to operating earnings. Long‑term phantom units tie outcomes to TSR and pay only at maturity, supporting multi‑year alignment without dilution .
- Retention dynamics: Three‑year cliff‑vesting on recent grants (2023–2024) plus maturity 12 months post‑vest extends effective holding periods to ~4 years per grant, enhancing retention. CoC agreements further stabilize retention with guaranteed role/economic protections for three years post‑CoC .
- Selling/pledging risk: Mr. Unger reported 0 common shares beneficially owned (as of Apr 3, 2024), limiting direct selling pressure; phantom units are cash‑settled and do not drive open‑market sales. Pledging by NEOs is prohibited absent board approval, and preclearance/blackouts reduce trading‑timing risk .
- Governance and clawbacks: A compliant clawback policy is in force; however, the company notes it does not have a policy prohibiting hedging of equity compensation—an investor‑unfriendly gap that could weaken alignment if used, albeit with no usage disclosed .
- Execution risk: With revenues and EBIT down since 2021 and company TSR underperforming the selected index in 2022–2023, execution on margin recovery and growth is the key lever for CFO‑linked pay outcomes (EIP pool) and phantom value realization .