Eric Armenat
About F. Eric Armenat
Independent director (since 2018), age 66, with 40 years of operating leadership across private-equity-owned and industrial businesses. Former President/CEO of Multisorb Filtration Group (led successful sale in early 2018), prior COO of Avox Systems (Zodiac Aerospace), President/GM of Carleton Technologies (Cobham Mission Systems), and operations management consultant at Ernst & Young. Education: BS in Industrial Engineering (Southern Illinois University) and MBA in Finance & Accounting (St. Bonaventure University); U.S. Air Force service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Multisorb Filtration Group | President & CEO; led sale from private equity owner | Up to early 2018 | Drove business improvement and divestiture strategy |
| Private equity-owned portfolio (healthcare delivery, medical waste, active packaging) | President & CEO | 2012–2016 | Turnaround and divestiture execution |
| Avox Systems (Zodiac Aerospace) | Chief Operating Officer | 2009–2012 | Aircraft oxygen systems operations leadership |
| Carleton Technologies (Cobham Mission Systems) | VP Operations; President & GM | 1994–2009 | Growth and operations in aerospace/defense markets |
| Ernst & Young | Operations Management Consultant | Began in 1984 | Consulting across industrial operations |
External Roles
- No other public company directorships disclosed for Armenat .
Board Governance
- Committees and chairs:
- Audit Committee: Member; chaired by John Burgess; 5 meetings in FY2025; all members in attendance .
- Compensation Committee: Chair; 3 meetings in FY2025; all members in attendance .
- Nominating Committee: Member; chaired by Robert Carey; 2 meetings in FY2025; all members in attendance .
- Executive Committee: Member; chaired by John Burgess .
- Independence: Board determined Armenat is independent under Nasdaq Rule 5605 .
- Board engagement: Board met 3 times in FY2025, 100% director attendance; all five directors attended the 2024 Annual Meeting .
- Board processes: Annual self-evaluation; Nominating Committee applies defined criteria (integrity, judgment, independence, experience, skills) in director selection .
- Risk oversight: Committees oversee financial reporting, compensation program risk, and director selection processes .
Fixed Compensation (Director)
| Component | FY2025 Amount ($) | Notes |
|---|---|---|
| Quarterly cash retainer | 28,000 | $7,000 per quarter for non-employee directors |
| Audit Committee meeting fees | 10,000 | $2,000 per meeting × 5 meetings |
| Compensation Committee meeting fees | 3,000 | $1,000 per meeting × 3 meetings |
| Nominating Committee meeting fees | 2,000 | $1,000 per meeting × 2 meetings |
| Total cash fees | 43,000 | Matches proxy table for Armenat |
- Compensation mix (FY2025): cash $43,000 (≈35%), equity option grant fair value $79,980 (≈65%), total $122,980 .
Performance Compensation (Director Equity)
| Grant/Terms | Detail |
|---|---|
| Annual option grant | 7,000 options to each director on April 18, 2025 |
| Exercise price | $30.55 (fair market value from April 17, 2025) |
| Valuation | Option awards fair value: $79,980 for Armenat (FY2025) |
| Grant timing policy | Fixed-date formula under 2022 Plan; no use of MNPI or timing to influence value |
| Options outstanding (as of 5/31/2025) | 41,000 options for Armenat |
| Plan safeguards | Options priced at 100% of fair market value; special rules for 10% owners; Section 409A/424 compliance |
No director-specific performance metrics, PSUs/RSUs, vesting schedules, or clawback terms for directors are disclosed; grants are standard options under the plan .
Other Directorships & Interlocks
- Public company boards: None disclosed for Armenat .
- Organizational overlaps:
- CFO Paul Heary previously CFO at Multisorb Filtration Group (2016–2022), participated in 2018 sale; potential network overlap with Armenat’s prior CEO role .
- CEO Tim Sopko previously GM/VP at Carleton Technologies (Cobham Mission Systems), an organization where Armenat held senior roles; indicates shared industry background, not a related-party transaction .
Expertise & Qualifications
- Industrial engineering and finance/accounting training; deep operations, program management, and PE-led turnaround/M&A experience .
- Board rationale: Provides operational and strategic insight aligned with TAYD’s industrial/aerospace-adjacent markets .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Common Stock | Notes |
|---|---|---|---|
| F. Eric Armenat | 41,000 | 1.22% | Footnote indicates inclusion of options granted and not exercised |
- Hedging/Pledging:
- Hedging and derivative trading are prohibited under Insider Trading Policy .
- No disclosure on pledging; no pledging reported in proxy .
- Section 16 compliance: All required Forms 3/4/5 filed timely for FY2025 (company’s knowledge) .
Governance Assessment
- Board effectiveness and independence: Armenat is an independent director with 100% attendance across Board and committees, and serves as Compensation Committee Chair—positive governance signal for oversight rigor .
- Compensation alignment: Director pay leans toward equity options (≈65% of FY2025 director compensation), promoting alignment; fixed fees are modest and transparent with formulaic grant timing to avoid MNPI concerns .
- Dilution oversight: Company burn rate 2.4–2.9% over FY2023–FY2025; proposed 2025 Plan would increase fully diluted overhang to ~18.5%—material for small-cap; as Comp Committee Chair, Armenat’s stewardship of equity usage is a focus area for investors .
- Conflicts/related-party exposure: No related-party transactions in FY2025; indemnification and D&O policies are standard for director protection, with expense advancement per NY BCL; overlapping past employers with CEO/CFO reflect industry networks, not transactions—low conflict risk as disclosed .
- RED FLAGS:
- Equity overhang rising to ~18.5% if 2025 Plan approved—dilution risk warrants monitoring of grant discipline and performance impact .
- No disclosed director stock ownership guidelines—limits formal alignment expectations despite option-heavy pay .
- Positive signals:
- Independent status, committee leadership, and full attendance .
- Anti-hedging policy in place; Section 16 compliance timely .
- Clear chartered committee structure and annual Board self-evaluation process .
Overall, Armenat’s operational/PE background and active committee leadership support board effectiveness. Investors should monitor equity plan dilution and Compensation Committee practices under his chair role to ensure sustained pay-for-performance alignment and disciplined share usage .