Danny Schoening
About Danny Schoening
Danny R. Schoening (age 60) is Chairman, Chief Executive Officer, and Chief Operating Officer of Optex Systems Holdings (OPXS). He joined Optex in 2008, became COO in 2009, was appointed CEO and Director in 2013, and became Chairman in 2017 . He holds a BS in Manufacturing Engineering Technology (University of Nebraska) and an MBA (SMU), and has three U.S. patents; prior roles include Honeywell (17 years, Director of Operations across multiple divisions) and Finisar (VP of Operations, AOC Division, 2004–2008) . Pay-versus-performance data show company TSR rising from 128.28 (value of a fixed $100 investment) in 2022 to 163.78 in 2023 and 180.52 in 2024, while net income increased to $3,768k in 2024 from $2,263k in 2023 and $1,283k in 2022, aligning with the vesting of his 2023 performance share grant as price hurdles were achieved .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Honeywell International | Director of Operations (multiple divisions) | ~1987–2004 | Led operations across Automotive, Medical, Aerospace, Consumer markets; recipient of Honeywell’s Lund Award for developing employee resources . |
| Finisar Corporation (AOC Division) | Vice President of Operations | 2004–2008 | Led ~200 employees producing vertical cavity lasers at high weekly volumes; scaled manufacturing processes . |
| Optex Systems | Chief Operating Officer; later CEO and Chairman | 2009–present | Active management and strategic planning; responsible for performance; combined Chair/CEO role since 2017 . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $293,841 | $303,546 | $312,653 |
| Target Bonus (%) | 30% of base | 30% of base | 30% of base |
| Non-Equity Incentive Paid ($) | – | $76,228 | $80,870 |
| Discretionary Bonus ($) | $88,810 | – | $200 (service award) |
| Stock Awards ($) | $16,335 | $79,329 | $157,404 |
| Total Compensation ($) | $398,986 | $459,103 | $551,127 |
Contracted base salary schedule: $304,912 initial (12/1/2022), increasing to $314,060 (12/1/2023) and $323,481 (12/1/2024) .
Performance Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR – Value of $100 Investment | 128.28 | 163.78 | 180.52 |
| Net Income ($000s) | $1,283 | $2,263 | $3,768 |
| Non-Equity Incentive Plan Payout ($) | – | $76,228 | $80,870 |
| Performance Shares – Status | N/A | 100,000 unearned PS outstanding, $416,000 FV | All 100,000 PS vested after price reached $7.70 |
Performance share vesting detail (grant date 5/3/2023): 100,000 shares vest in five equal 20,000-share tranches as 30-day average VWAP meets thresholds of $3.70, $4.45, $5.35, $6.40, and $7.70; all tranches vested during FY 2024 when the stock reached $7.70 .
Annual bonus framework: Target bonus equals 30% of base, based on Board-set financial and/or operating metrics tied to the one-year operating plan; Compensation Committee has ±20% discretion .
Equity Ownership & Alignment
| Metric | As of Jan 9, 2023 | As of Jan 16, 2024 | As of Jan 10, 2025 |
|---|---|---|---|
| Beneficial Ownership (Shares) | 868,854 | 914,168 | 944,608 |
| Ownership (% of Outstanding) | 12.8% | 13.4% | 13.7% |
| Options Outstanding | None | None | None |
| Unvested RSUs | None outstanding by Jan 2023 | None granted/unvested | None granted/unvested |
| Unvested Performance Shares | 100,000 (FV $416,000) | All vesting completed by FY 2024 | None outstanding |
- Insider Trading Policy prohibits hedging transactions (e.g., swaps, collars, exchange funds) .
- No disclosures of share pledging found in proxy and related filings; director compensation note confirms CEO receives no additional director pay .
Employment Terms
| Term Element | Detail |
|---|---|
| Position & Term | President & CEO through Nov 30, 2025 per agreement dated Dec 1, 2022 . |
| Base Salary Schedule | $304,912 initial (12/1/2022); $314,060 (12/1/2023); $323,481 (12/1/2024) . |
| Target Bonus | 30% of base; Board/Comp Committee sets annual financial/operating metrics; ±20% discretionary adjustment . |
| PTO | 200 hours annually . |
| Severance | If terminated without cause or resigns for good reason: six months’ base salary, plus accrued pay/earned bonus . |
| Change-of-Control Treatment (2023 Plan) | Single-trigger vesting of RS/RSU; options/SARs exercisable or cashed at change-of-control price; performance shares/unit payouts prorated by elapsed months; earned PS/PU paid in cash . |
| Clawback | Awards subject to recoupment under Dodd-Frank/Rule 10D-1; company may amend to comply . |
Board Governance
- Board size 4; three independent directors and one non-independent (Schoening) as of the record dates; independent chairs lead Audit (Judd), Compensation (Lehmann), and Nominating (Malhotra) committees .
- Schoening serves as combined Chairman and CEO; Board states this small-cap leadership structure balances informed leadership with independent oversight via committees and dialogue .
- Board meetings: FY 2024 – five meetings and one unanimous written consent; all directors attended at least 75% of Board and committee meetings . Director attendance at annual meetings is encouraged; 2024 Annual Meeting attendance noted .
Investment Implications
- Pay-for-performance alignment: The 2023 grant of 100,000 performance shares vesting on price hurdles that were all met in FY 2024 links a significant portion of equity compensation directly to shareholder returns, coinciding with TSR rising to 180.52 and net income increasing to $3,768k .
- Retention risk and supply overhang: With all performance shares vested in FY 2024 and no unvested equity remaining, potential insider selling pressure may arise from vested shares, though no sales are disclosed in the proxy; absence of options and current unvested RSUs reduces ongoing equity overhang .
- Governance checks on dual role: While Schoening is both Chair and CEO, independent committee leadership and a prohibition on hedging provide mitigating governance controls; no pledging disclosures found .
- Transaction economics: Executive severance is relatively modest (six months’ base salary), and change-of-control terms under the 2023 Plan include single-trigger acceleration for time-based awards and prorated payouts for performance awards, which can influence M&A negotiations and management incentives in strategic processes .
Related party transactions: None disclosable under Item 404 reported; director compensation and ownership tables corroborate independent director structure and CEO not receiving additional director compensation .