Robert Carey
About Robert M. Carey
Independent director of Taylor Devices since 2020; age 80; Class 3 director nominee to serve through 2028 if elected. Background spans >45 years across manufacturing strategy and operations, including GM of Reichert Analytical Instruments (2001–2009), consulting at CMA Ltd. (1990–2001) and DPI (1999–2001), and senior roles at Wilson Greatbatch/Integer (joined 1979; VP & GM Electrochem Division from 1981). Education: B.S. Microbiology (California State University, Long Beach) and MBA (SUNY Buffalo); U.S. Army Captain.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reichert Analytical Instruments | General Manager | 2001–2009 | Led manufacturing and global sales of analytical instruments for medicine, food, biotech |
| CMA, Ltd. | Principal (consulting) | 1990–2001 | Organizational change, operational improvement, strategic planning in manufacturing |
| Decision Processes International (DPI) | Partner | 1999–2001 | International strategic planning consultancy work |
| Wilson Greatbatch (now Integer Holdings) | North American Sales Manager; later VP & GM, Electrochem Division | Joined 1979; VP & GM from 1981 | Grew high‑energy battery operations for rugged/remote environments (space, oil & gas, military, ocean) |
Board Governance
- Independence: The Board determined Carey is independent under Nasdaq Rule 5605.
- Committee assignments and chair roles:
- Executive Committee member (Burgess chair)
- Audit Committee member (Burgess chair)
- Compensation Committee member (Armenat chair)
- Nominating Committee chair
- Attendance and engagement:
- Board met 3 times in FY2025; all directors in attendance. Audit 5, Comp 3, Nom 2; all members attended each meeting.
- Board met 5 times in FY2024; all directors in attendance. Audit 5, Comp 3, Nom 2; all members attended each meeting.
- Board met 3 times in FY2023; all directors in attendance. Audit 5, Comp 3, Nom 2; all members attended each meeting.
- Annual meeting presence: All five directors attended the 2024 Annual Meeting.
| Engagement Metrics | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Board meetings held | 3 | 5 | 3 |
| Director attendance | 100% (all directors) | 100% (all directors) | 100% (all directors) |
| Audit Committee meetings | 5 (all members attended) | 5 (all members attended) | 5 (all members attended) |
| Compensation Committee meetings | 3 (all members attended) | 3 (all members attended) | 3 (all members attended) |
| Nominating Committee meetings | 2 (all members attended) | 2 (all members attended) | 2 (all members attended) |
Fixed Compensation
- Cash retainers and fees (structure):
- Non‑employee director quarterly retainer: $7,000; Chairman $11,000. Committee fees: Audit $2,000/meeting; Compensation $1,000/meeting; Nominating $1,000/meeting.
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Quarterly cash retainer (non‑chair) | $7,000 per quarter | $7,000 per quarter | $7,000 per quarter |
| Audit Committee fee per meeting | $2,000 | $2,000 | $2,000 |
| Compensation Committee fee per meeting | $1,000 | $1,000 | $1,000 |
| Nominating Committee fee per meeting | $1,000 | $1,000 | $1,000 |
| Carey – Fees earned (cash) | $43,000 | $43,000 | $43,000 |
Performance Compensation
- Annual option grants to directors (formulaic):
- 7,000 options granted each year on April 18 under Company stock option plans; exercise price set at fair market value.
- FY2025 grant: 7,000 options at $30.55 (FMV from 4/17/2025). Grant value $79,980.
- FY2024 grant: 7,000 options at $46.99 (FMV at grant). Grant value $121,433.
- FY2023 grant: 7,000 options at $19.96 (FMV at grant). Grant value $47,017.
- Options outstanding (alignment signal):
- Carey options outstanding: 17,000 (Aug 21, 2023), 24,000 (May 31, 2024), 21,000 (May 31, 2025).
- Plan safeguards (2025 Stock Option Plan, effective upon shareholder approval Oct 17, 2025):
- Director grants (starting 4/18/2026): 7,000 options annually; immediate vesting; 10‑year term; repricing prohibited without shareholder approval; clawback applies; change‑in‑control settlement mechanics defined.
| Option Grant Details | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Options granted to Carey (shares) | 7,000 | 7,000 | 7,000 |
| Exercise price ($/share) | $19.96 | $46.99 | $30.55 |
| Grant date | Apr 18, 2023 | Apr 18, 2024 | Apr 18, 2025 |
| Grant date fair value ($) | $47,017 | $121,433 | $79,980 |
| Options outstanding at period end (Carey) | 17,000 | 24,000 | 21,000 |
Other Directorships & Interlocks
No other public company directorships for Carey are disclosed in TAYD’s proxy biographies (contrast: Burgess disclosed as director of Bird Technologies).
Expertise & Qualifications
- Strategic planning for technical manufacturing; lean manufacturing and related statistical techniques; team‑based organizational structures (Board‑cited qualifications).
- Education: BS (Microbiology) and MBA; prior military leadership (Captain, U.S. Army).
Equity Ownership
- Beneficial ownership and alignment:
- Carey beneficially owned 22,000 shares (0.62%) as of Aug 21, 2023; 29,000 (0.87%) as of Aug 26, 2024; 33,721 (1.00%) as of Aug 18, 2025. Footnotes include outstanding options in totals. Hedging/derivative trading prohibited by Insider Trading Policy adopted in 2024; prohibition reaffirmed in 2025 disclosures.
| Metric | FY2023 (as of 8/21/2023) | FY2024 (as of 8/26/2024) | FY2025 (as of 8/18/2025) |
|---|---|---|---|
| Carey – Beneficial ownership (shares) | 22,000 | 29,000 | 33,721 |
| Ownership (%) | 0.62% | 0.87% | 1.00% |
| Options included in totals (footnote) | 17,000 | 24,000 | 21,000 |
| Shares outstanding (reference) | 3,521,376 | 3,118,627 | 3,147,193 |
| Hedging policy status | No prohibitions disclosed (2023) | Anti‑hedging adopted (2024) | Anti‑hedging in effect (2025) |
Governance Assessment
- Board effectiveness: Carey chairs Nominating, sits on Audit and Compensation; consistent 100% attendance across Board and committee meetings over FY2023–FY2025; indicates active engagement and effective oversight.
- Independence and alignment: Independent under Nasdaq rules; director compensation mix balances cash and equity with formulaic option grants; Carey’s beneficial ownership rose to ~1.00%, supporting skin‑in‑the‑game.
- Safeguards and investor confidence: Adoption of anti‑hedging policy (2024) and clawback framework in the 2025 Stock Option Plan; repricing prohibited without shareholder approval.
- Conflicts/related parties: Company reports no related‑party transactions for FY2025 and FY2024; none in FY2023.
- Dilution/overhang watchpoint: Company‑wide option overhang would rise from ~11.9% to ~18.5% upon approval of the 2025 Plan; fixed annual director grants (7,000 each) continue—monitor dilution versus performance outcomes.
RED FLAGS: None disclosed regarding related‑party transactions, hedging, or attendance. Dilution from increased option share reserve (~18.5% potential overhang) warrants monitoring by investors.