Stewart B. Reed
About Stewart B. Reed
Stewart B. Reed, age 78, has served on the Omega Flex (OFLX) board since 2005; he is Vice Chairman (since 2019) and previously served as Chairman (2014–2019) . He is Chairman & CEO of Mestek, Inc. (former OFLX parent) and is recognized for leading large manufacturing enterprises with finance and accounting experience; the nominating/governance committee deems him an independent director under Nasdaq standards despite his majority ownership stake .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Omega Flex, Inc. | Director; Vice Chairman (current); Chairman (prior) | Director since 2005; Vice Chairman since 2019; Chairman 2014–2019 | Board leadership roles; active on key committees (see below) |
| Mestek, Inc. (former parent of OFLX) | Chairman & CEO; previously Vice Chairman & COO | CEO/Chairman since 2013; Vice Chair & COO 2009–2013 | Leads large HVAC manufacturing enterprise; deep industry and finance experience |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Mestek, Inc. | Chairman & CEO | Since 2013 | Former parent of OFLX; private company |
| — | — | — | No other public-company directorships disclosed for Mr. Reed |
Board Governance
- Independence: The nominating/governance committee determined Mr. Reed is “independent” under company guidelines and Nasdaq rules; although he controls a significant stake, he is not employed by the company and has no compensation interlocks; no other factors undermined independence per the committee’s review .
- Committee assignments (Reed): Chair – Compensation; Chair – Executive; Member – Nominating/Governance .
- Lead Independent Director: J. Nicholas Filler (also Audit Chair) .
- Attendance and engagement:
- Board met 6 times in 2024; all directors were present at all meetings; independent directors held executive sessions at 4 meetings .
- Nominating/Governance met 2 times; all members attended .
- Audit met 5 times; all members attended .
- Compensation met 4 times; all members except one missed one meeting .
- Board structure: Executive Chairman (Kevin R. Hoben); CEO (Dean W. Rivest) .
- Interlocks: Multiple OFLX directors hold leadership roles at Mestek (former parent): J. Nicholas Filler (Director & Vice Chairman at Mestek) and Stephen M. Shea (CFO & EVP at Mestek), alongside Mr. Reed (Mestek CEO/Chair) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $90,000 | Effective Jan 1, 2024; automatic 5% increases every two years (next on Jan 1, 2026) |
| Committee chair retainer (per committee) | $5,512 | Applies per chair role |
| Stewart B. Reed – total 2024 director fees | $101,024 | Consistent with $90,000 retainer plus two chair retainers at $5,512 each for Compensation and Executive committees |
| Equity awards to directors (OFLX) | None | No outstanding stock awards to OFLX directors as of Dec 31, 2024 |
Performance Compensation
| Program | Metric(s) | Opportunity/Grant | Vesting/Performance Conditions |
|---|---|---|---|
| OFLX director equity | — | None disclosed | No performance-based director comp disclosed |
| Flex-Trac subsidiary awards (context) | Time-based RS | 10,000 restricted shares granted Jan 2, 2025 to Messrs. Dubin, Evans, Filler, Shea (subject to shareholder approval) | Vest fully Dec 31, 2032 or earlier on change-in-control, death, disability, or retirement; subject to plan approval; directors only as noted (not Mr. Reed) |
- Clawbacks and hedging/pledging: Company has an executive officer clawback policy; Flex-Trac plan awards are subject to clawback/recoupment policies . Insider trading policy prohibits pledging except with board approval; directors must pre-clear transactions .
Other Directorships & Interlocks
| Individual | External Role(s) | Potential Interlock Relevance |
|---|---|---|
| Stewart B. Reed | CEO & Chairman, Mestek, Inc. | Former OFLX parent; control/affiliation considerations |
| J. Nicholas Filler | Vice Chairman & Director, Mestek, Inc. | Shared ties to former parent; also OFLX Lead Independent Director & Audit Chair |
| Stephen M. Shea | CFO & EVP, Mestek, Inc. | Shared ties to former parent; OFLX Audit Committee member |
Expertise & Qualifications
- Manufacturing and operations leadership in HVAC and related industries; corporate finance and accounting experience emphasized in biography and skills matrix .
- Board has designated certain “audit committee financial experts” (Filler, Dubin, Shea); Mr. Reed is not identified as an audit committee financial expert .
Equity Ownership
| Holder/Capacity | Shares | % of OFLX Outstanding | Notes |
|---|---|---|---|
| Stewart B. Reed (beneficial ownership) | 5,670,178 | 56.2% | Includes trust holdings for which he is sole trustee |
| John E. Reed Trust (sole trustee: S. B. Reed) | 2,673,899 | — | Included in Reed beneficial ownership |
| Various other family trusts (sole trustee: S. B. Reed) | 2,226,392 | — | Included in Reed beneficial ownership |
| Shares pledged as collateral | 127,000 | — | Held in Goldman Sachs ordinary margin account; “hence pledged,” no money owed; pledging permitted only with board approval per policy |
| OFLX shares outstanding (as of Apr 9, 2025) | 10,094,322 | — | Share count for context |
- Related-party status and transactions: Mr. Reed is considered a “parent” of the Company under Item 404(d) due to majority ownership; the Company disclosed no related-party transactions in 2024 or 2023 above applicable thresholds .
Governance Assessment
-
Strengths
- Long-tenured operator with deep industry experience; strong attendance and engagement; independent director determination with explicit committee review; presence of lead independent director and frequent executive sessions support board oversight .
- Transparent director cash compensation with modest chair premia; no OFLX director equity, limiting entrenchment risk via option repricing or short-term incentives .
- Formal insider trading and executive clawback policies; Flex-Trac plan includes clawback and anti-repricing provisions .
-
Risks and potential red flags
- Controlling shareholder: Reed beneficially owns 56.2% of OFLX; he is also CEO/Chair of former parent Mestek—combined control and interlocks elevate entrenchment and conflict risks despite independence designation .
- Pledging: 127,000 shares are pledged (ordinary margin account). While permitted with board approval, any pledging by a controlling holder is a governance red flag for some investors given margin call risk .
- Interlocks: Multiple OFLX directors have current leadership roles at Mestek (Filler, Shea), concentrating influence networks and potentially limiting board independence in substance .
- Executive committee chaired by Reed can act between board meetings; concentrated authority merits monitoring of process transparency .
-
Implications for investor confidence
- Reed’s significant ownership tightly aligns him with long-term value creation but raises minority shareholder protection considerations; investors may seek continued disclosure of safeguards (independent committee processes, related-party transaction oversight, and limits on pledging) .
- Attendance, independent sessions, and defined committee charters support board effectiveness; ongoing evaluation of Mestek interlocks and committee independence (especially Compensation and Nominating/Governance, both involving Reed) remains important .