John M. Palumbo
About John M. Palumbo
Independent director of Omnitek Engineering Corp. (OMTK) since October 23, 2013; age 69 as a 2025 nominee. Palumbo is currently CEO of Larsen Supply Company; previously CEO of Partschannel, CFO of Solar Integrated Technologies, and CFO of Keystone Automotive Industries (NASDAQ: KEYS). He holds a B.S. in finance from Canisius College, an EMBA from the Peter F. Drucker Claremont Graduate University, and is a California-licensed CPA. He is considered an audit committee financial expert and chairs OMTK’s audit committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Keystone Automotive Industries (NASDAQ: KEYS) | Chief Financial Officer | Not disclosed | Financial leadership background cited for audit expertise |
| Solar Integrated Technologies | Chief Financial Officer | Not disclosed | Finance and operations experience |
| Partschannel, Inc. | Chief Executive Officer | Not disclosed | Industry operator perspective |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Larsen Supply Company | Chief Executive Officer | Current | Active operating executive role |
| KSI Auto Parts Inc. | Director | Prior | Distributor of collision replacement parts |
Board Governance
- Committee roles: Chairs the Audit Committee; designated an “audit committee financial expert.” The board (3 directors total; 2 outside independent directors) serves as the Compensation Committee and Plan Administrator for the 2017/2015/2011 LTIP plans .
- Independence: Palumbo is one of two outside independent directors on a three-member board .
- Attendance/engagement: Board held 4 meetings in 2024 and acted by unanimous written consent on 4 occasions; audit committee held 1 meeting in 2023. The company encourages director attendance at annual meetings; specific individual attendance rates are not disclosed .
- Tenure/renomination: Nominee for 1-year term at the September 26, 2025 annual meeting; age listed as 69 .
- Shareholder vote history: See 2019 vote support table below .
Fixed Compensation
- No cash compensation paid to any director who was not a Named Executive Officer during 2024, other than option grants to independent directors (including Palumbo) .
- No employment contracts or change-in-control arrangements for directors that would result in payments; no agreements for directors to resign at another’s request .
Performance Compensation
Annual equity awards to independent directors have been Non-Qualified Stock Options with immediate vesting and 7-year terms.
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Grant Date | Apr 18, 2022 | Apr 18, 2023 | Apr 25, 2024 | Apr 25, 2025 |
| Shares Granted (#) | 50,000 | 50,000 | 50,000 | 50,000 |
| Exercise Price ($/sh) | $0.0531 | $0.0361 | $0.0160 | $0.0200 |
| Vesting | Immediate | Immediate | Immediate | Immediate |
| Expiration | 7 years from grant | 7 years from grant | 7 years from grant | 7 years from grant |
No director performance metrics (e.g., TSR, revenue, EBITDA) are tied to Palumbo’s director compensation; awards vest immediately and are not performance-based .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| KSI Auto Parts Inc. | Private | Director (prior) | Industry overlap with automotive parts; no related-party transactions disclosed in the proxy |
| Larsen Supply Company | Private | CEO | Active executive role; no OMTK transactions with Larsen disclosed in the proxy |
Expertise & Qualifications
- Financial expertise: CPA (California), former CFO roles; designated Audit Committee Financial Expert .
- Industry: Automotive parts and distribution leadership experience (CEO, CFO roles) .
- Education: B.S. Finance (Canisius College), EMBA (Peter F. Drucker CGU) .
Equity Ownership
| Metric | 2023 (as of Jul 12, 2023) | 2024 (as of Jul 10, 2024) | 2025 (as of Jul 30, 2025) |
|---|---|---|---|
| Beneficial Ownership (shares) | 499,820 | 499,820 | 499,820 |
| Percent of Class (%) | 2.28% | 2.28% | 2.28% |
| Direct Shares (#) | 149,820 | 149,820 | 149,820 |
| Vested Options (#) | 350,000 | 350,000 | 350,000 |
| Shares Outstanding (denominator) | 21,948,091 | 21,948,091 | 21,948,091 |
Section 16(a) compliance: Company states officers and directors complied with beneficial ownership reporting for the referenced fiscal years .
Shareholder Vote Support (Historical)
| Proposal | Year | For | Against | Abstain/Other |
|---|---|---|---|---|
| Election of John M. Palumbo | 2019 | 11,052,847 | 481,508 | — |
Governance Assessment
- Board structure and independence: Palumbo strengthens financial oversight as audit chair and expert; however, the board is only three members (two independent), which limits committee breadth and may constrain independent oversight depth .
- Ownership concentration: The Werner Funk Trust owned 41.16% as of July 30, 2025 (directors/officers as a group 45.54%), which can reduce minority shareholder influence and heighten control risk; consistent with prior years where group ownership approached ~49% .
- Compensation alignment: Director pay is entirely option-based in recent years, with immediate vesting and no performance conditions, reducing pay-for-performance linkage; cash retainers were not paid in 2024 to independent directors beyond option grants .
- Committee effectiveness: Audit committee meeting frequency (one meeting in 2023) appears light for a public company; positive that Palumbo is the designated financial expert and chairs the committee .
- Conflicts/related-party exposure: Palumbo’s external roles are in automotive parts; the proxy discloses no director employment contracts or change-in-control payments and does not report related-party transactions involving Palumbo; continued monitoring is prudent given industry proximity .
Overall signal: Palumbo’s finance and industry credentials support audit oversight, but small board size, concentrated control, and immediate-vest option grants without performance conditions are governance risk indicators that can affect investor confidence .