Dale Lehmann
About Dale E. Lehmann
Independent director at Optex Systems Holdings since November 2019, age 66. Over 30 years of management, strategy, product development, delivery, and operations experience in electro‑optical industries; currently Chair of the Compensation Committee and one of three independent directors on the board . The board has determined he meets NASDAQ independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Dynamics Global Imaging Technologies Group | Director of Business Development & Strategy | 2014–2017 | Business development and strategy leadership |
| L‑3 Communications/Cincinnati Electronics | SVP & GM, Infrared Products Group | 1995–2014 | Led IR products business; extensive electro‑optical operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adimec USA | Board Director | Current | Provider of application‑specific imaging solutions; no OPXS related‑party transactions disclosed |
Board Governance
- Board composition: four directors; three independent (Lehmann, Malhotra, Judd), one non‑independent (CEO/Chair) .
- Committees: Compensation Committee (Chair: Dale Lehmann) ; Audit Committee (Chair: Dayton Judd) held 4 meetings FY2024 ; Nominating Committee (Chair: Rimmy Malhotra) held 0 meetings, 1 unanimous consent FY2024 .
- Attendance: In FY2024, all directors attended at least 75% of board and committee meetings . All four directors attended the 2024 Annual Meeting of Shareholders .
| Governance Item | Detail |
|---|---|
| Independence | Independent under NASDAQ rules |
| Committee Chair | Compensation Committee Chair |
| FY2024 Board Meetings | Board: 5 meetings; 1 unanimous written consent |
| FY2024 Compensation Committee | 4 meetings; 8 unanimous written consents |
| FY2024 Nominating Committee | 0 meetings; 1 unanimous written consent |
| Annual Meeting Attendance | All directors attended 2024 Annual Meeting |
Fixed Compensation
| Fiscal/Grant | Cash Retainer | Equity Award (type) | Shares/Grant Date | Fair Value/Accounting Recognition | Vesting |
|---|---|---|---|---|---|
| FY2024 Director Comp | $36,000 | Restricted Stock (legacy 2020 and 2023 grants) | 20,000 vest per year from 100,000‑share 2020 grant; ongoing recognition | $35,000 recognized in FY2024 | 2020 grant: 20% annually; fully vested by Jan 1, 2025 |
| Board package effective Jan 1, 2025 | $44,000 cash | Restricted Stock under 2023 Plan | 7,600 shares each; granted Nov 5, 2024 | $66,000 value at award; shares based on 10‑day VWAP, rounded to nearest 100 | 100% vests Jan 1, 2026 |
Notes:
- Director fees paid quarterly .
- 2020 independent director equity program: 100,000 restricted shares per independent director vesting 20,000/year Jan 1, 2020–2025; fully vested as of Jan 10, 2025 .
Performance Compensation
| Element | Details |
|---|---|
| Performance‑Based Equity/Bonus | No director performance metrics (e.g., TSR, EBITDA) disclosed; equity grants for directors are time‑based restricted stock . |
| Options | No option awards disclosed for directors in FY2024 . |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Adimec USA | Private | Director | Imaging solutions provider; OPXS discloses no related‑party transactions under Item 404 . |
- No shared directorships with OPXS competitors/suppliers/customers disclosed; no loans or related‑party transactions involving Lehmann disclosed .
Expertise & Qualifications
| Attribute | Evidence |
|---|---|
| Electro‑optical industry operations | 30+ years including leadership of infrared products division at L‑3/Cincinnati Electronics |
| Strategy/product development | Director of Business Development & Strategy at General Dynamics GIT |
| Governance role | Independent director; Compensation Committee Chair |
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Unvested Restricted Shares | Notes |
|---|---|---|---|---|
| Dale E. Lehmann | 174,258 | 2.5% | 7,600 | 7,600 RS unvested for Jan 1, 2026 from Nov 5, 2024 grant |
Additional alignment/controls:
- Anti‑hedging: Insider Trading Policy prohibits hedging (forwards, swaps, collars, exchange funds) for insiders, covering directors .
- Pledging: No pledging disclosure in proxy; none flagged under related‑party transactions .
- Ownership guidelines for directors: Not disclosed in proxy .
Say‑on‑Pay & Shareholder Signals
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non‑Votes | Notes | |---|---:|---:|---:|---| | Advisory vote on NEO compensation | 3,420,567 | 123,022 | 448,798 | 1,736,928 | Approval among votes cast ≈ 85.7% (For ÷ (For+Against+Abstain)), computed from reported counts |
Director election support:
- Dale E. Lehmann received 3,906,008 For, 86,379 Withhold, with 1,736,928 broker non‑votes; elected by plurality .
Risk Indicators & Policies
- Clawback: Board‑adopted Clawback Policy (Nov 16, 2023) compliant with Exchange Act §10D and Nasdaq rules; applies to current/former executive officers and other designated senior executives (Compensation Committee administration). Recovery covers incentive‑based compensation tied to financial reporting measures over prior three completed fiscal years in event of restatement; no indemnification/waivers permitted .
- Related‑party transactions: None disclosable under Item 404 (including directors) .
Governance Assessment
- Strengths: Independent director with deep electro‑optical operating background; chairs a critical committee (Compensation); consistent meeting participation; clear anti‑hedging policy; strong shareholder support in election and solid say‑on‑pay approval indicating investor confidence .
- Alignment: Material personal equity stake (2.5% of shares) and ongoing restricted stock align incentives; no pledging or related‑party ties disclosed .
- Compensation design: Director pay mix balanced cash/equity with straightforward time‑based vesting; no performance metrics (common for directors), and no chair‑specific fees disclosed—uniform cash retainer across independent directors .
- Watch items: Ensure ongoing independence given external board at Adimec USA; monitor any future transactions or supplier/customer relationships that could trigger Item 404 review. Continue oversight of Compensation Committee workload (frequent written consents) and rigor in executive pay design under the Clawback framework .