Dylan Flott
About Dylan Flott
Dylan Flott, age 34, is Corporate Controller at Old Market Capital Corporation (OMCC). He joined OMCC as Operations Controller on November 4, 2024, and was named an executive officer with the title Corporate Controller on March 12, 2025 . Prior to OMCC, Flott spent 11 years at Deloitte & Touche LLP (September 2013–October 2024), most recently as Senior Manager serving both public and private clients with assets ranging from $75 million to $300 billion; he holds a BA in Accounting and Business Administration from Doane University, is an active CPA permit holder in Nebraska, and is a member of the AICPA and Nebraska Society of CPAs . Company performance during his tenure has been volatile: cumulative TSR on a fixed $100 investment improved from 58.16 (FY2023) to 89.32 (FY2025), while net income moved from a loss of $34.10 million (FY2023), to income of $20.80 million (FY2024), back to a loss of $5.15 million (FY2025) .
Company Performance (FY 2023–FY 2025)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Total Shareholder Return (Value of $100) | 58.16 | 63.95 | 89.32 |
| Net Income (Loss) ($USD Millions) | (34.10) | 20.80 | (5.15) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Senior Manager | 2013–2024 | Served public and private clients with assets from $75M to $300B |
| Old Market Capital Corporation | Operations Controller | 2024–2025 | Internal operational finance leadership prior to officer appointment |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Institute of Certified Public Accountants (AICPA) | Member | Ongoing | Professional standards and ethics adherence |
| Nebraska Society of Certified Public Accountants | Member | Ongoing | Local professional network and compliance |
Fixed Compensation
- OMCC uses scaled disclosure as a smaller reporting company; Flott is not a Named Executive Officer and his individual salary/bonus/stock award data are not disclosed in the proxy .
Performance Compensation
- Incentive bonuses for executives are discretionary per employment agreements and Compensation Committee authority; no individual performance metric weighting/targets for Flott are disclosed .
- OMCC’s Omnibus Incentive Plan governs equity awards; on change-of-control, awards generally vest in full or become immediately exercisable if not assumed, or accelerate upon termination without cause within one year post-change-of-control; the Performance Unit Program provides conversion to time-vested restricted stock with acceleration upon termination without cause or good reason within 24 months post-change-of-control .
Equity Ownership & Alignment
| Item | Disclosure |
|---|---|
| Shares Outstanding (Record Date: July 14, 2025) | 6,753,625 shares |
| Dylan Flott Beneficial Ownership | Not listed among officers/directors/5% holders in the proxy’s ownership table (implies not a reporting beneficial owner as of record date) |
| Anti‑Hedging Policy | Insider Trading Policy prohibits any hedging transactions in OMCC securities |
| Clawback Policy | Policy compliant with NASDAQ and Rule 10D‑1; filed as Exhibit 97 to FY2025 10‑K; recovery of erroneously awarded incentive compensation upon required restatement |
| Equity Plan Change‑of‑Control Treatment | Acceleration if awards not assumed; immediate exercisability/vesting or post‑CoC termination within one year; Performance Unit Program conversion/acceleration within 24 months if terminated without cause or good reason |
Employment Terms
| Term | Details |
|---|---|
| Employment Start Date | Joined OMCC as Operations Controller on November 4, 2024 |
| Officer Appointment | Named Corporate Controller and officer on March 12, 2025 |
| Employment Agreement | No individual employment agreement disclosed for Flott in the proxy (agreements disclosed for CEO, CFO, and President of Amplex) |
| Non‑Compete / Non‑Solicit | Not disclosed for Flott |
| Section 16 Compliance | Proxy lists late filings for certain insiders; no late filing disclosure for Flott |
Compensation Committee Analysis
- Committee Members: Brendan Keating (Chair) and Jeremy Zhu; both determined independent under SEC/NASDAQ rules and qualify as non‑employee/outside directors for Rule 16b‑3 and Section 162(m) purposes .
- Mandate: Evaluate CEO and executive officer performance and compensation, oversee equity/incentive plans, and maintain a pay‑for‑performance philosophy; administer the 2015 Omnibus Incentive Plan .
- Advisory Vote on NEO Pay: Stockholders approved the compensation of Named Executive Officers at the September 8, 2025 annual meeting (For: 5,227,406; Against: 3,659; Abstain: 25,884; Broker Non‑Votes: 296,225) .
Investment Implications
- Alignment safeguards: Anti‑hedging policy and Rule 10D‑1‑compliant clawback reduce misalignment risk; equity plan CoC provisions are standard, with mixed single/double‑trigger elements depending on assumptions/termination timing .
- Disclosure gap: As a non‑NEO officer, Flott’s specific pay mix, vesting schedules, ownership, and contract terms are not disclosed—limiting visibility into pay‑for‑performance alignment and potential insider selling pressure .
- Governance backdrop: Compensation Committee independence and a strong say‑on‑pay approval support the current compensation framework, though Flott’s individual metrics/targets are unknown .
- Execution context: Flott’s Deloitte background and CPA credentials suggest strong technical finance oversight; company TSR improved across FY2023–FY2025 but profitability was inconsistent, indicating that future incentive designs and controls will be critical for value creation .