Rimmy Malhotra
About Rimmy Malhotra
Independent director of Optex Systems Holdings (OPXS), age 48, serving since November 2019 and currently chairing the Nominating Committee; the Board has designated him a “financial matters expert” based on his public equity experience and multiple public boards . Education includes an MBA in Finance (Wharton), MA in International Relations (UPenn, Lauder Fellow), and undergraduate degrees in Computer Science and Economics (Johns Hopkins) . OPXS’s board has three independent directors (all except the CEO/Chair) and held five meetings in FY2024, with all directors attending at least 75% of Board/committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nicoya Fund LP | Managing Member & Portfolio Manager | 2013–present | Public markets investor; financial expertise |
| Gratio Values Fund | Portfolio Manager | 2008–2013 | Registered mutual fund; performance oversight |
| NY-based hedge fund | Investment Analyst | Prior to 2008–2013 | Research/analysis background |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| HireQuest, Inc. (NASDAQ: HQI) | Director | Current | Public company board service |
| FRMO Corp (OTC Pink: FRMO) | Director | Current | Public company board service |
| InfuSystem Holdings, Inc. (NYSE: INFU) | Director | Prior | Listed as current in 2024 proxy; “until recently” in 2025 proxy |
| Scott’s Liquid Gold-Inc. (OTC Pink: SLGD) | Director | Prior | Listed as current in 2024 proxy; “until recently” in 2025 proxy |
Board Governance
- Structure: CEO Danny Schoening also serves as Chairman, with three independent directors providing committee oversight .
- Independence & attendance: Malhotra is independent; all directors attended ≥75% of Board/committee meetings in FY2024; Board met five times; Audit met four; Compensation met four with eight written consents; Nominating met zero with one consent .
- Committee assignments (as disclosed in governance section): Audit (member), Compensation (member), Nominating (Chair); all committees comprise independent directors Judd, Malhotra, Lehmann .
- Annual meeting participation: All four directors attended the 2024 annual meeting .
- Voting outcomes (2025): Malhotra received 3,768,414 “For,” 223,973 “Withhold,” with 1,736,928 broker non-votes; Say‑on‑Pay passed with 3,420,567 “For,” 123,022 “Against,” 448,798 “Abstain,” 1,736,928 broker non‑votes .
Committee Activity and Roles
| Committee | Role | FY2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 4 | Oversees financial reporting, auditor independence; formal report issued |
| Compensation | Member | 4 meetings; 8 consents | Reviews CEO/CFO comp; recommends director comp |
| Nominating | Chair | 0 meetings; 1 consent | Identifies/recommends director nominees; diversity matrix disclosed in 2024 |
Fixed Compensation
| Component | 2024 (FY ended Sep 29, 2024) | 2025 Program (effective Jan 1, 2025) |
|---|---|---|
| Annual cash retainer (director) | $36,000 (paid quarterly) | $44,000 cash approved Nov 5, 2024 |
Performance Compensation
| Grant | Shares | Grant Date | Vesting | Fair Value/Terms | Performance Metrics |
|---|---|---|---|---|---|
| Director restricted stock (Board equity program) | 100,000 | Apr 30, 2020 | 20,000 per Jan 1 in 2021–2025; fully vested by Jan 1, 2025 | $1.75/share; total program value $525k for 300k shares; implied $175k per director (100,000 x $1.75) | None (time-based) |
| Director restricted stock (2025 comp program) | 7,600 | Nov 5, 2024 | 100% on Jan 1, 2026 | Valued at $66,000; shares rounded to nearest 100, priced on 10-day VWAP | None (time-based) |
| Director restricted stock (Form 4) | 4,000 | Nov 4, 2025 | 100% on Jan 1, 2027 | NASDAQ closing price $16.74 on grant date; post-transaction holdings disclosed (see Equity Ownership) | None (time-based) |
- Change-of-control terms (2023 Equity Incentive Plan): Unvested RS/RSUs vest on change of control; participants (including non-executive directors) may elect cash settlement within 60 days; similar accelerations for options, SARs, and performance awards on a prorated basis .
Other Directorships & Interlocks
| Company | Exchange | Role | Overlap/Interlock Relevance |
|---|---|---|---|
| HireQuest, Inc. | NASDAQ: HQI | Director | External network; no OPXS related‑party transactions disclosed |
| FRMO Corp | OTC Pink: FRMO | Director | External network; no OPXS related‑party transactions disclosed |
| InfuSystem Holdings, Inc. | NYSE: INFU | Director (prior) | Prior role; not current as of 2025 proxy |
| Scott’s Liquid Gold-Inc. | OTC Pink: SLGD | Director (prior) | Prior role; not current as of 2025 proxy |
Expertise & Qualifications
- Designated a financial matters expert by OPXS Board, reflecting extensive public equity and multi‑board experience .
- Advanced degrees: MBA (Wharton) and MA (UPenn, Lauder); BS degrees in Computer Science and Economics (Johns Hopkins) .
Equity Ownership
| Date | Shares Beneficially Owned | Direct vs Indirect | % of Outstanding | Unvested Restricted |
|---|---|---|---|---|
| Jan 16, 2024 | 108,565 | 101,677 direct; 6,888 via Nicoya Fund LLC | 1.6% | Includes 20,000 unvested restricted shares (each independent director) |
| Jan 10, 2025 | 116,165 | 109,278 direct; 6,887 via Nicoya Fund LLC | 1.7% | 7,600 unvested restricted shares (each independent director) |
| Nov 6, 2025 (post Form 4) | 100,165 total | 98,278 direct; 1,887 indirect via Nicoya Fund LLC | n/a | Award of 4,000 restricted shares vests Jan 1, 2027 |
- Company-level options outstanding: zero; OPXS reported zero options, warrants, and unvested RSUs outstanding as of Jan 10, 2025 .
Insider Trades (recent)
| Trade Date | Type | Shares | Price | Post-Trade Holdings | Source |
|---|---|---|---|---|---|
| Jun 9, 2025 | Sale | 5,000 | $9.37 | See filing | http://www.sec.gov/Archives/edgar/data/1397016/000164117225014699/xslF345X03/ownership.xml |
| Jun 27, 2025 | Sale | 15,000 | $11.01 | See filing | http://www.sec.gov/Archives/edgar/data/1397016/000164117225017128/xslF345X03/ownership.xml |
| Nov 4, 2025 | Award (A) | 4,000 | $16.74 (closing) | 98,278 direct; 1,887 indirect | https://ir.stockpr.com/optexsys/all-sec-filings/content/0001493152-25-021140/0001493152-25-021140.pdf |
Governance Assessment
- Strengths: Independent director; chairs Nominating Committee; Board identifies him as a financial expert; consistent meeting attendance; anti‑hedging policy prohibits hedging transactions, supporting alignment .
- Equity alignment: Material personal holdings with additional time‑vested equity grants; beneficial ownership of 1.7% as of Jan 10, 2025, with 7,600 unvested restricted shares; company reports no pledging or hedging by policy (hedging prohibited) .
- Shareholder signals: Malhotra’s 2025 “For” votes (3,768,414) were lower than peers on the slate; Say‑on‑Pay received majority support, indicating acceptable executive pay structure from investors .
- Watch items:
- Nominating Committee activity was limited (0 meetings, 1 written consent) in FY2024, which may indicate a light cadence of formal governance activities in a small-cap context; ensure robust refresh and skills evaluation processes remain in place .
- Combined CEO/Chair structure can reduce independent oversight; committees mitigate, but investors often prefer a Lead Independent Director—no such role disclosed .
- Trading activity: Director sales in June 2025 followed by a new restricted grant in November 2025; monitor for pattern consistency and any future 10b5‑1 plans (none indicated in cited filings) .
- Conflicts and related-party exposure: Company reports no transactions disclosable under Item 404 (related parties); Malhotra’s indirect holdings via Nicoya are fully disclosed; no loans or related‑party dealings reported .
RED FLAGS to monitor: limited Nominating Committee meeting frequency ; combined CEO/Chair with no disclosed Lead Independent Director ; relative “withhold” votes vs. peers in 2025 election .