Mitchell Herbets
ONE STOP SYSTEMSAbout Mitchell Herbets
Independent director since November 2023; age 67 in the 2025 proxy and 66 in the 2024 proxy . Electrical Engineering BS from Lehigh University and MBA from George Washington University; U.S. Army veteran (final rank: Captain) . Current governance roles include non‑executive chairman at Thales Defense & Security and chair/director roles at Safran Federal Systems (formerly Orolia Defense & Security), Photonis Defense, and iDirect Government .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thales Communications (now Thales Defense & Security) | President & CEO; prior senior exec roles in program mgmt, engineering, BD | 2000–2010 CEO; joined Thales in 1987 | Led tactical radio technology; significant growth track record |
| U.S. Army (Signal Corps) | Officer (Captain) | 4 years | Defense/military domain expertise |
| Wireless Telecom Group (NYSE American: WTT) | Director | 2015–2023 (before acquisition by Maury Microwave in 2023) | Telecom/defense oversight |
External Roles
| Company | Role | Since/Status | Notes |
|---|---|---|---|
| Thales Defense & Security, Inc. | Non‑Executive Chairman | Current | Defense/federal tech markets |
| Safran Federal Systems (formerly Orolia Defense & Security) | Chairman | Current | Resilient PNT solutions |
| Photonis Defense | Chairman | Current | Night/digital vision; high-power microwave |
| iDirect Government | Director/Board member | Since 2022 | Tactical satellite communications; DoD supplier |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Herbets is independent under Nasdaq standards |
| Committees (2025) | Audit & Risk Committee member; Compensation Committee chair |
| Committee compositions (detail) | Audit & Risk: Matz (chair), Herbets, Dumont, Manko ; Compensation: Herbets (chair), Potashner, Matz, Messinger |
| Attendance & engagement | Board met 7 times in FY2024; each director attended ≥75% of board and committee meetings |
| Years of service on OSS board | Joined November 2023 |
Fixed Compensation
| Year | Fees earned or paid in cash ($) | RSU awards ($) | Total ($) |
|---|---|---|---|
| 2023 | $3,413 | $0 | $3,413 |
| 2024 | $45,823 | $45,990 | $91,813 |
| Cash Retainer Structure | Amount | Period |
|---|---|---|
| Non‑executive director quarterly payment (2024) | $9,329 per quarter | 2024 |
| Committee chair additional quarterly cash (2024) | $1,555 per quarter | 2024 |
| Board chair additional quarterly cash (2024) | $3,110 per quarter | 2024 |
| Non‑executive director quarterly payment (2023) | $8,970 per quarter | 2023 |
| Committee chair additional quarterly cash (2023) | $1,495 per quarter | 2023 |
| Board chair additional quarterly cash (2023) | $2,990 per quarter | 2023 |
Key findings:
- 2024 director pay increased vs. 2023, reflecting reinstatement of equity grants (RSUs) after shareholders approved expanding the equity plan in May 2024 .
Performance Compensation
| Year | Equity Award Type | Grant Detail | Vesting / Performance Metrics |
|---|---|---|---|
| 2024 | RSUs | RSU awards to non‑executive directors (including Herbets) with grant‑date value $45,990 | No performance metrics disclosed for directors; RSUs are service‑based. Company states non‑exec directors “entitled to receive RSUs” as consideration for board service |
- No option awards, PSU structures, or director performance metrics (TSR/EBITDA, etc.) were disclosed for directors; RSUs appear time‑based only .
Other Directorships & Interlocks
| Company | Role | Overlap with OSS market | Potential Interlock/Conflict |
|---|---|---|---|
| Thales Defense & Security | Non‑Executive Chairman | Defense compute/communications adjacent to OSS AI Transportable focus | Potential customer/supplier adjacency; no OSS related‑party transactions disclosed |
| Safran Federal Systems | Chairman | PNT solutions; defense/federal customers | Industry adjacency; no OSS related‑party transactions disclosed |
| Photonis Defense | Chairman | Night vision/microwave; defense markets | Industry adjacency; no OSS related‑party transactions disclosed |
| iDirect Government | Director | Tactical satcom; DoD markets | Industry adjacency; no OSS related‑party transactions disclosed |
| Wireless Telecom Group (pre‑acquisition) | Director | Telecom test/5G | Historical role; no current OSS related‑party exposure |
Context:
- OSS discloses no related‑party transactions ≥$120,000 since Jan 1, 2023; audit & risk committee pre‑approves related‑party transactions per policy .
Expertise & Qualifications
- Defense and federal technology leadership; CEO experience at Thales Communications; deep program management/engineering background .
- Board governance experience across defense technology companies; familiarity with U.S. FOCI mitigation regimes via external boards .
- Military background (U.S. Army Captain); technical education (Lehigh EE), MBA (GWU) .
Equity Ownership
| Date (Record) | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| March 31, 2024 | 0 | <1% | Newly appointed in Nov 2023 |
| March 21, 2025 | 21,000 | <1% (star indicates <1%) | Direct common shares; no pledging disclosed |
- Section 16(a) compliance: Company states all insiders complied during FY2024 .
- No disclosure of shares pledged, hedging, or derivative positions for Herbets .
Governance Assessment
- Board effectiveness: Herbets chairs the Compensation Committee (2025), driving alignment of pay with performance and objectives; committee comprises independent directors and operates under a written charter . Attendance threshold met (≥75%) in FY2024, supporting engagement .
- Independence & conflicts: Board affirms Herbets’ independence; OSS reports no related‑party transactions ≥$120,000 since Jan 1, 2023, and maintains a robust related‑party transaction policy overseen by Audit & Risk . Given Herbets’ multiple defense board roles, potential adjacency exists, but no OSS transactions disclosed—a mitigated risk under policy oversight .
- Director compensation mix: In 2024, cash ($45.8k) and RSUs ($46.0k) are balanced, with RSUs reinstated after shareholders approved increasing plan shares; 2023 had minimal cash and no RSUs due to plan capacity—improved alignment via equity since 2024 .
- Shareholder signals: 2024 say‑on‑pay passed (For: 6,937,032; Against: 2,336,838), and shareholders preferred annual say‑on‑pay frequency (annual won over three years), indicating heightened investor oversight expectations .
- RED FLAGS: None evident in filings—no related‑party transactions, no Section 16 delinquencies, no pledging/hedging disclosures, and satisfactory attendance . Monitor for any future transactions with entities where Herbets holds chair roles; Audit & Risk committee oversight is in place .
Board Governance Details
| Committee | Membership | Chair | Independence |
|---|---|---|---|
| Audit & Risk | Matz, Dumont, Herbets, Manko | Greg Matz | All independent under SEC/Nasdaq |
| Compensation | Herbets, Potashner, Matz, Messinger (2025) | Mitchell Herbets | All independent; non‑employee; outside directors |
| Nominating & Corporate Governance | Messinger (chair), Potashner, Dumont, Manko (2025) | Gioia Messinger | All independent |
Director Compensation Structure (Policy Snapshot)
| Element | 2024 Policy | 2023 Policy |
|---|---|---|
| Base quarterly cash (non‑exec) | $9,329 per quarter | $8,970 per quarter |
| Committee chair fee | $1,555 per quarter | $1,495 per quarter |
| Board chair fee | $3,110 per quarter | $2,990 per quarter |
| Director equity | RSUs granted in 2024; $45,990 value for Herbets | No director equity grants in 2023 due to plan capacity constraints |
Say‑on‑Pay & Shareholder Feedback
- 2024 outcomes: Say‑on‑pay approved (For 6,937,032; Against 2,336,838; Abstain 432,860); shareholders selected annual frequency for future advisory votes, which the board adopted .
- Implication: Increased cadence of investor feedback on pay practices; as Compensation Committee chair, Herbets is central to maintaining alignment and responsiveness.
Related Party Transactions and Policies
- Transactions: None ≥$120,000 since Jan 1, 2023 involving directors/officers/5% holders or their immediate families .
- Oversight: Audit & Risk Committee must pre‑approve related‑party transactions under Item 404; policy in place and reviewed annually .
Notes on Attendance and Engagement
- Board met seven times in FY2024; each director met ≥75% attendance across board and committee meetings . Herbets’ roles (Compensation chair; Audit & Risk member) indicate active engagement in core governance areas .
Appendix: Director Compensation Detail for Herbets
| Year | Cash ($) | RSUs ($) | Total ($) |
|---|---|---|---|
| 2023 | $3,413 | $0 | $3,413 |
| 2024 | $45,823 | $45,990 | $91,813 |