Gary S. Maier
About Gary S. Maier
Gary S. Maier has served as an independent director of Omnitek Engineering Corp. since August 3, 2012; he is 72 years old and brings more than 30 years of investor relations experience. He is currently vice president of corporate communications and investor relations at Motorcar Parts of America, Inc. (Nasdaq: MPAA), and previously founded Maier & Company, Inc. in 2003 after senior roles at investor relations, public relations, and proxy solicitation firms. He holds bachelor’s and Master of Philosophy degrees from Ohio University, completed Ph.D. coursework at DePaul University, is a graduate of NYU Graduate School of Business Administration’s Careers in Business program, and served on adjunct faculties at DePaul and Loyola University (Chicago). He has been active in non-profit governance (Veterans Park Conservancy – 18 years including president; Colony Theater Company) and is a long-time member of the National Investor Relations Institute .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Maier & Company, Inc. | Founder/Principal (Investor Relations) | Established 2003 | Advised public/private companies nationwide on investor relations |
| International PR firm (NY) | Executive role (PR) | Prior to 2003 (unspecified) | National campaigns, capital markets communications experience |
| Proxy solicitation firm (NY) | Executive role (IR services) | Prior to 2003 (unspecified) | Proxy/IR services exposure |
| Chicago-based agency | Executive role | Prior to 2003 (unspecified) | Marketing/communications |
| DePaul University (Chicago) | Adjunct faculty | Past | Teaching; business/philosophy background |
| Loyola University (Chicago) | Adjunct faculty | Past | Teaching; business/philosophy background |
| Walter Mondale 1984 campaign (Illinois) | Deputy Press Secretary | 1984 | Political campaign communications |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Motorcar Parts of America (MPAA) | VP Corporate Communications & Investor Relations | Auto aftermarket | Current employment; not disclosed as a directorship |
| Veterans Park Conservancy | Board member; President (past) | Non-profit | 18 years of board service |
| Colony Theater Company | Board member (past) | Non-profit | Several years |
Board Governance
- Board size and elections: Three directors stand for one-year terms (Maier, Werner Funk, John M. Palumbo) .
- Independence and committees: The board has three directors; two are outside independent directors who comprise the audit committee. John M. Palumbo chairs the audit committee and is the audit committee financial expert (implying Maier is the other independent audit committee member) .
- Compensation oversight: The full Board serves as the Compensation Committee and plan administrator for the company’s equity plans (no separate committee chair disclosed) .
- Meetings and engagement:
- Board meetings held: 4 in 2024; board also acted by unanimous written consent 4 times in 2024 .
- Prior year reference: Audit Committee held 1 meeting in 2023; board met 4 times and took 4 unanimous written consents in 2023 .
- Annual shareholder meetings: Directors are encouraged (but not required) to attend; meeting logistics provided in proxy (no individual attendance rates disclosed) .
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Meeting Fees ($) | Notes |
|---|---|---|---|---|
| 2024 | — | — | — | Company states no compensation was paid to any non-NEO director other than the option grants listed (i.e., no cash retainer/fees disclosed) |
| 2023 | — | — | Undisclosed | Company states no director compensation other than that provided for attendance at meetings (amounts not disclosed) |
There are no director employment contracts or change-in-control/severance arrangements that would result in payments due to resignation or change in control for directors .
Performance Compensation
| Grant Date | Award Type | Shares/Options | Exercise Price or Basis | Vesting | Expiration | Notes |
|---|---|---|---|---|---|---|
| Apr 25, 2025 | Non-Qualified Stock Option | 50,000 | $0.020 (100% of 4/24/2025 close) | Vests immediately | 7 years | Granted in consideration for services as independent director |
| Apr 25, 2024 | Non-Qualified Stock Option | 50,000 | $0.0160 (100% of 4/24/2024 close) | Vests immediately | 7 years | Granted in consideration for services as independent director |
| Apr 18, 2023 | Non-Qualified Stock Option | 50,000 | $0.0361 (100% of close) | Vests immediately | 7 years | Granted in consideration for services as independent director |
Performance Metric Design (Directors)
| Metric Category | Detail |
|---|---|
| Performance conditions | None disclosed for director equity awards; options vest immediately without performance metrics |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Note |
|---|---|---|---|
| None disclosed (public companies) | — | — | No current public company directorships disclosed in OMTK proxy . External employment at MPAA noted; no related-party transactions with MPAA disclosed in proxy . |
Expertise & Qualifications
- Investor relations leader with 30+ years’ experience; long-time NIRI member .
- Communications, PR, proxy solicitation, and campaign experience (including 1984 Mondale campaign) .
- Academic credentials: B.A. and M.Phil. (Ohio University); Ph.D. coursework (DePaul); NYU Careers in Business; adjunct teaching at DePaul and Loyola (Chicago) .
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Total beneficial ownership | 461,500 shares (2.10% of 21,948,091 shares outstanding) |
| Direct common shares | 111,500 shares |
| Options – currently exercisable | 350,000 shares |
| Spousal holdings (excluded) | 10,000 shares held by spouse (excluded from Mr. Maier’s total) |
| Shares outstanding reference | 21,948,091 as of July 30, 2025 |
Insider Trades (Section 16)
| Coverage | Detail |
|---|---|
| Section 16 compliance statement (FY 2024) | Company believes all officers, directors, and >10% holders complied with Form 3/4/5 filing requirements based on filings and representations |
| Form 4 transaction details | Not provided in proxy; no aggregate table of insider trades disclosed |
Governance Assessment
-
Positives
- Independent director with deep capital markets communications/IR expertise; likely helpful for investor outreach and disclosure quality .
- Meaningful ownership alignment for a micro-cap: 2.10% beneficial ownership with 111,500 shares plus 350,000 vested options .
- Audit oversight: Two independent directors comprise the audit committee; chair is an audit committee financial expert (Palumbo) .
-
Risks / RED FLAGS (structural)
- Small board (3 directors) with the full Board acting as the Compensation Committee; concentration of oversight may limit checks and balances .
- Audit Committee meeting cadence appears light (1 meeting in 2023), which may be thin relative to best practices even for micro-caps .
- Director equity awards are at-market stock options that vest immediately (no performance linkage), reducing pay-for-performance alignment at the board level .
-
Other observations
- No cash retainers or committee chair/member fees disclosed for 2024; director compensation is entirely equity-based options for Maier .
- No related-party transactions or pledging disclosures involving Maier identified in the proxy; Section 16 compliance reported .
Overall implication: Maier brings seasoned IR expertise and maintains equity alignment, but governance structures (small board, board-as-comp committee, limited audit committee meetings, immediate vesting options) present potential oversight and pay design concerns typical of micro-cap boards .