Stephen M. Shea
About Stephen M. Shea
Stephen M. Shea (age 68) has served as an independent director of Omega Flex, Inc. since April 2024. He is Chief Financial Officer of Mestek, Inc. (since 1990) and Executive Vice President (since 2009), previously serving as Mestek’s principal financial and accounting officer prior to its 2006 go‑private transaction. Shea began his career as a CPA at Spitz, Sullivan, Wachtel & Falcetta and holds a Master’s Degree in Taxation from the University of Hartford . He is nominated for a new Class 2 term through 2028 and is designated by the Board as an independent director .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Mestek, Inc. | Chief Financial Officer | 1990–present | Senior finance leadership for HVAC manufacturer; principal financial/accounting officer prior to 2006 go-private |
| Mestek, Inc. | Executive Vice President | 2009–present | Executive oversight alongside CFO role |
| Spitz, Sullivan, Wachtel & Falcetta (Hartford, CT) | Certified Public Accountant | Prior to Mestek | Public accounting background; tax expertise (Master’s in Taxation, Univ. of Hartford) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mestek, Inc. (private; former parent of Omega Flex) | CFO; EVP | 1990–present (CFO); 2009–present (EVP) | Interlock: Omega Flex director Stewart B. Reed is Mestek’s Chairman & CEO since 2013 . No related-party transactions disclosed for 2023–2024 . |
Board Governance
- Committees: Audit Committee member; not a chair. Omega Flex’s standing committees comprise Audit (chair: J. Nicholas Filler), Compensation (chair: Stewart B. Reed), Executive (chair: Reed), and Nominating/Governance (chair: James M. Dubin). Shea is listed on Audit alongside Filler, Dubin, and Evans .
- Financial Expert: Board determined Shea is an independent “audit committee financial expert”; all Audit members are financially sophisticated per Nasdaq standards .
- Independence: Nominating/Governance determined Shea meets independence criteria under Company guidelines and Nasdaq listing rules .
- Attendance and engagement: Board met 6 times in 2024 with all directors present at all meetings; 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 attending .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Annual non-employee director cash retainer | $90,000 | 2024 | Raised effective Jan 1, 2024; automatic 5% biennial increases (next: Jan 1, 2026), unless otherwise determined |
| Committee chair retainer | $5,512 | 2024 | Applies to committee chairs; Shea is not a chair |
| Fees earned (Shea) | $67,500 | 2024 | Pro-rata due to April 2024 board appointment |
Performance Compensation
| Equity Award | Grant Date | Shares / Fair Value | Vesting Schedule | Performance Metrics | Change-in-Control / Clawback |
|---|---|---|---|---|---|
| Flex‑Trac, Inc. Restricted Stock | Jan 2, 2025 | 10,000 shares (award subject to shareholder approval of Flex‑Trac 2025 Equity Plan) | Fully vests Dec 31, 2032 if continuous service; also vests upon change in control, death, disability, or retirement; forfeited if Plan not approved | None disclosed (time-based vesting for director awards) | CIC: If no Replacement Award, time‑based awards vest in full; if Replacement Award, double-trigger vesting upon involuntary termination/death/disability within 24 months post-CIC; awards subject to clawback policies |
Other Directorships & Interlocks
| Person | Other Company | Role | Interlock / Potential Conflict |
|---|---|---|---|
| Stephen M. Shea | Mestek, Inc. | CFO; EVP | Interlock with Omega Flex director Stewart B. Reed (Mestek Chairman & CEO). Proxy discloses no related‑party transactions in 2023–2024; Board affirms independence . |
Expertise & Qualifications
- Finance and audit: Designated audit committee financial expert; extensive accounting/financial reporting background; Senior finance leadership in manufacturing (HVAC) sector .
- Governance: Board’s expertise chart attributes governance experience and financial expertise to Shea .
- Tax: Master’s Degree in Taxation (University of Hartford) .
Equity Ownership
| Security | Beneficial Ownership | Percent of Class | Vested vs. Unvested | Pledging/Hedging |
|---|---|---|---|---|
| Omega Flex, Inc. common stock | 0 shares | <1% (none) | N/A | Company policy prohibits pledging by directors absent Board approval; no pledges disclosed for Shea |
| Flex‑Trac, Inc. common stock (under Flex‑Trac 2025 Plan) | 10,000 shares (RS) | <1% | Unvested until Dec 31, 2032 (or earlier upon CIC/death/disability/retirement); forfeitable if Plan not approved | Subject to clawback; vesting/transfer restrictions per Plan |
Governance Assessment
- Committee effectiveness: Placement on Audit with “financial expert” designation strengthens board oversight of financial reporting and controls; full attendance at Audit meetings supports engagement .
- Independence and interlocks: Despite senior roles at Mestek and Mestek leadership by fellow Omega Flex director Stewart Reed, the Board formally determined Shea’s independence and disclosed no related‑party transactions in 2023–2024. Monitor for future transactions or influence given historical parent relationship and dual roles (RED FLAG to monitor) .
- Ownership alignment: No Omega Flex share ownership; alignment comes via Flex‑Trac restricted stock grant with long-dated vest (2032), potential accelerated vesting under CIC. The use of subsidiary equity rather than Omega Flex stock may dilute direct alignment with public shareholders (signal to monitor) .
- Compensation mix: Director pay is primarily fixed cash retainer; recent introduction of Flex‑Trac time‑based restricted stock adds a long-term incentive but lacks explicit performance metrics, relying on service/corporate events; clawback coverage present .
- Risk controls: Insider trading policy imposes quarterly blackout and restricts pledging; clawback policy adopted and references Dodd‑Frank/Nasdaq Rule 5608 compliance .
- Attendance: Board and Audit attendance were strong in 2024, with executive sessions held at 4 of 6 board meetings, supporting independent oversight .
RED FLAGS (monitor): Dual Omega Flex directorships linked to Mestek (former parent) via Shea and Reed; lack of direct Omega Flex equity ownership by Shea; subsidiary equity grant alignment differs from parent shareholders .
Citations: All facts and tables above are sourced from Omega Flex, Inc. 2025/2024 DEF 14A proxy statements and attached Plan documentation **[1317945_0001641172-25-006607_formdef14a.htm:3]** **[1317945_0001641172-25-006607_formdef14a.htm:10]** **[1317945_0001641172-25-006607_formdef14a.htm:14]** **[1317945_0001641172-25-006607_formdef14a.htm:15]** **[1317945_0001641172-25-006607_formdef14a.htm:17]** **[1317945_0001641172-25-006607_formdef14a.htm:21]** **[1317945_0001641172-25-006607_formdef14a.htm:22]** **[1317945_0001641172-25-006607_formdef14a.htm:25]** **[1317945_0001641172-25-006607_formdef14a.htm:26]** **[1317945_0001641172-25-006607_formdef14a.htm:35]** **[1317945_0001641172-25-006607_formdef14a.htm:49]** **[1317945_0001641172-25-006607_formdef14a.htm:50]** **[1317945_0001641172-25-006607_formdef14a.htm:53]**.