Susan B. Asch
About Susan B. Asch
Vice President, General Counsel & Corporate Secretary at Omega Flex (OFLX). Age 58; promoted to Vice President effective January 2024; General Counsel & Corporate Secretary since 2023; joined the company in June 2022 after 30+ years in corporate/securities/M&A law. Education: B.S. in Economics (Wharton, University of Pennsylvania) and J.D. (University of Pennsylvania Law School) . Company performance context: 2023 net sales fell 11.2% to $111.5M vs. 2022 ($125.5M), with net income $20.8M and EBIT $25.8M; compensation plans emphasize EBIT-based bonus pools (10.2% of EBIT in 2023; 6.0% for 2024) . Over 5 years, Omega Flex TSR was 142.2% vs. S&P 500 207.2% and S&P Building Products 274.4% (company-level long-run benchmark) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arkema Inc. | Assistant General Counsel | 2016–2022 | Senior legal leadership in a global chemicals manufacturer; corporate and commercial counsel |
| Unisys Corporation | Assistant General Counsel | Not disclosed | Technology industry legal experience; corporate/securities support |
| Turner Investments | Deputy General Counsel & Corporate Secretary | Not disclosed | Governance and corporate secretary responsibilities; buy-side asset management context |
| Private practice | Corporate, securities, M&A attorney | Not disclosed | Transaction execution, corporate governance, and disclosure expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No outside public company directorships disclosed for Ms. Asch |
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | Profit Sharing / Other ($) | Notes |
|---|---|---|---|---|
| 2024 (as of Apr 1) | 349,440 | Not disclosed | Not disclosed | Vice President level effective Jan 2024 |
| 2023 | 310,577 | 110,000 (EIP, based on EBIT) | 4,854 profit sharing; other standard benefits | EIP pool equal to 10.2% of EBIT; individual allocation set by Comp Committee |
| 2022 (partial year) | 142,500 | 0 (non‑equity incentive for NEOs) | 80,000 guaranteed bonus + 20,000 sign‑on; standard benefits | Commenced employment June 2022 |
Performance Compensation
| Component | Metric | Weighting/Allocation | Target/Plan | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Executive Incentive Plan (EIP) | Company EBIT | Pool % of EBIT (10.2% in 2023; 6.0% in 2024); individual shares set by Comp Committee | EBIT basis excludes interest/taxes; management performance focus | 2023 payout to Asch $110,000 (3.7% of pool) | Annual; cash bonus |
| Phantom Stock Units (PSUs) | Stock price and TSR alignment | Discretionary awards to key executives | 2024 grant approved Mar 20: 417 units at $72.00/unit | N/A at grant | Three‑year cliff vesting on 3rd anniversary of grant; units mature (cash settled at full value) one year after final vesting |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (OFLX common) | 0 shares as of April 3, 2024 |
| Vested vs. unvested | As of 12/31/2023, no outstanding PSUs; 2024 grant of 417 PSUs unvested (three‑year cliff) |
| Options | None disclosed; equity program uses cash‑settled phantom units (non‑dilutive) |
| Pledging/Hedging | NEOs and directors prohibited from pledging without Board approval; no hedging policy adopted |
| Ownership guidelines | Not disclosed (company emphasizes phantom stock over equity dilution) |
Employment Terms
| Provision | Term |
|---|---|
| Agreement Type | Change of Control Agreement (CIC) covering Ms. Asch |
| Post‑CoC Employment Period | 3 years; same role/duties; location within 35 miles; at least highest base salary from prior 12 months; can elect three‑year average incentive pay instead of plan participation |
| Severance – Without Cause/Good Reason (post‑CoC) | Cash severance equal to 2x base salary + average of last two annual bonus awards; 12 months continued benefits |
| Severance – Pre‑CoC termination (other than death, disability, or for cause), or within 12 months of CIC agreement termination | 18 months of base salary paid on regular schedule; continuation of all benefits; extension of option exercise period; eligible to participate in executive incentive plan through next annual distribution |
| Illustrative amounts at 12/31/2023 | Without Cause/Good Reason/Non‑renewal: $575,866; Termination after CoC: $791,154 (plus one year medical benefits) |
| Non‑compete / Non‑disclosure | No competition and confidentiality obligations during employment; return of confidential information upon termination |
| Clawback | Executive officer compensation clawback policy effective Oct 2, 2023 (SEC/Nasdaq compliance); executives signed acknowledgments |
| Insider Trading | Quarterly blackout; preclearance; pledging restricted; applies to officers/directors |
Governance and Peer Context
- Compensation Committee: Stewart B. Reed (Chair), James M. Dubin, David K. Evans, J. Nicholas Filler; all independent under Nasdaq and company guidelines .
- Compensation Peer Group (for benchmarking and CEO context): 12 industrials including Ascent Industries, CompX, Core Molding Technologies, Crawford United, The Eastern Company, Energy Recovery, Hudson Technologies, Hurco Companies, Lakeland Industries, Napco Security Technologies, Northwest Pipe, UFP Technologies .
- Say‑on‑Pay (last vote): 99.62% approval in 2023 (88.28% of outstanding shares voted in favor) .
Investment Implications
- Pay‑for‑performance linkage: Ms. Asch’s variable compensation is tied to EBIT via the EIP and long‑term phantom units that pay out at future maturity; this aligns with company profitability and shareholder returns while avoiding share dilution .
- Retention risk and incentives: Three‑year cliff‑vest PSUs and robust CIC protections (double‑trigger; 2x base + average bonus; 12 months benefits) are strong retention levers, reducing voluntary exit risk during strategic transitions .
- Ownership alignment: Zero direct share ownership (as of April 2024) suggests limited immediate exposure to stock moves; however, phantom units and insider trading/pledging restrictions partially substitute alignment and mitigate misalignment risk from hedging/pledging .
- Trading signals: No Form 4 selling disclosed for Asch in proxy; 2024 grant introduces future vest/maturity dates (March 2027/2028) that could coincide with cash settlements; monitor EIP pool changes (reduced to 6.0% of EBIT for 2024) for near‑term bonus sensitivity to EBIT .
- Governance quality: Independent compensation oversight, high say‑on‑pay support, and compliant clawback policy reduce governance red flags; related‑party transactions were not reported for 2023–2024 .