Andrew A. Levy
About Andrew A. Levy
Andrew A. Levy, age 79, is a founder of TechPrecision Corporation and has served on the board since March 2009. He brings a dual background in engineering (B.S. Engineering, Yale) and law (J.D., Harvard), coupled with long-standing investment banking experience as CEO of Redstone Capital since 1978, positioning him to contribute on operational and financial strategy oversight . The board has determined he is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Redstone Capital | Chief Executive Officer | 1978–present | Investment banking leadership informs capital allocation and strategy |
| Esco Marine, Inc. | Chief Executive Officer | Apr 2014–(reorg role) | Chapter 11 filed Mar 2015, dismissed Apr 2018; continuing director since Jan 2004 |
| Fraser Optics | Chairman | May 2003–Jul 2017 | Led military electro-optics firm; held SECRET security clearance |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Axis Aerospace Corporation | Chairman | Private | Aug 2024–present | Aerospace parts manufacturer; Arlington, WA |
| Esco Marine, Inc. | Director | Private (non-SEC reporting) | Jan 2004–present | Continued board service; CEO role during reorganization |
Board Governance
- Committees: Audit Committee member; Compensation Committee Chair (as of Jan 2025); not on Nominating & Corporate Governance .
- Committee changes: Post-2024 annual meeting, Compensation Committee chaired by John A. Moore (Levy member); after Moore’s Jan 13, 2025 resignation, Levy became Chair of Compensation, and he serves with Straus; Audit Committee currently Schenker (Chair), Levy, Renuart .
- Independence: Board determined Levy is independent under Nasdaq standards .
- Attendance: Fiscal 2025—board met 11 times; Audit 4; Compensation 3; Nominating 2; each incumbent director attended at least 75% of board and applicable committee meetings; directors attended the 2024 annual meeting by teleconference .
- Leadership structure: Chair and CEO roles are separated (Chair: Gen. Victor E. Renuart Jr. since Dec 2024), supporting independent board functioning .
Fixed Compensation
| Category | FY 2025 | Notes |
|---|---|---|
| Annual cash retainer (Non-employee director) | $24,000 | Company fee structure specifies $24,000 for non-employee directors |
| Committee chair fees (Audit) | $7,500 | Applies to Audit Chair (Levy is a member, not chair) |
| Committee chair fees (Compensation / Nominating) | $5,000 | Levy became Compensation Chair in Jan 2025; director comp table shows only $24,000 for Levy in FY 2025 |
| Chairman of the Board fee | $20,000 | Not applicable to Levy |
Director Compensation Table (FY 2025): Levy earned $24,000 in fees; no option or stock awards recorded in that table for FY 2025 .
Performance Compensation
| Award Component | FY 2025 | Metric/Triggers | Vesting | Notes |
|---|---|---|---|---|
| Annual restricted stock grant (non-employee directors) | Target $45,000 value | Service-based (no performance metrics disclosed) | One-year cliff from grant date | Directors eligible annually; amount based on closing price on grant date |
| Restricted stock granted (aggregate to non-employee directors) | 54,880 shares (aggregate) | Service-based | Vest Dec 19, 2025 | Grant date Jan 24, 2025; director-specific share count for Levy not separately disclosed |
| Stock options granted (FY 2025) | None | n/a | n/a | Company disclosed no new options issued in FY 2025 |
No director performance metrics (e.g., revenue, EBITDA, TSR) tied to director equity are disclosed; grants are service-based restricted stock under the 2016 Plan .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Interlocks/Conflicts |
|---|---|---|---|
| Axis Aerospace Corporation (private) | Chairman | Not disclosed | No related-party transactions >$120k reported; Audit Committee reviews any related-party dealings |
| Esco Marine, Inc. (private) | Director; past CEO | Not disclosed | Esco Marine is non-SEC reporting; no related-party transactions >$120k reported by TPCS |
The company reports no related person transactions exceeding $120,000 since April 1, 2022; the Audit Committee pre-approves and tests market terms for any such transactions .
Expertise & Qualifications
- Founder of TechPrecision; combines engineering understanding of operations with investment banking expertise assessing financial health and growth execution .
- Education: B.S. Engineering (Yale); J.D. (Harvard) .
- Prior SECRET security clearance (Fraser Optics tenure), relevant to defense/aerospace oversight .
Equity Ownership
| Ownership Component | As of Oct 1, 2025 | Detail |
|---|---|---|
| Shares beneficially owned | 421,918 | Includes 25,000 shares issuable upon options exercisable within 60 days |
| Ownership % of common | 4.24% | Based on 9,952,950 shares outstanding |
| Options outstanding | 25,000 (exercisable within 60 days) | Company disclosed 100,000 options outstanding total: 25,000 each for Levy, Schenker, Crisafulli, McGowan |
| Pledging/Hedging | No pledges reported; hedging/derivatives prohibited by insider trading policy |
Insider Trades (Form 4)
| Date | Type | Shares | Price | Ownership After | Notes |
|---|---|---|---|---|---|
| 2024–2025 (filing-date window) | — | — | — | — | Insider-trades query for “Andrew A. Levy” returned no Form 4 records between 2024-01-01 and 2025-11-20 (Insider Trades skill search). |
Governance Assessment
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Strengths enhancing investor confidence:
- Independent director; board majority independent, with separation of Chair and CEO roles .
- Active committee leadership: Levy chairs Compensation and serves on Audit; Audit has a designated financial expert (Schenker) .
- Attendance threshold met; board and committees convened regularly (11 board; 4 Audit; 3 Compensation; 2 Nominating in FY 2025) .
- No material related-party transactions; formal Audit Committee process for any such dealings .
- Hedging/derivative prohibition; no pledging reported—supports ownership alignment .
-
Potential watch items and red flags:
- Founder status and significant ownership (4.24%) can concentrate influence; board maintains independence determinations under Nasdaq .
- Prior CEO role during Esco Marine’s Chapter 11 (2015) may prompt diligence on restructuring experience; proceedings dismissed in 2018 .
- Disclosure nuance: policy provides for $45,000 annual restricted stock for non-employee directors, with an aggregate grant of 54,880 shares on Jan 24, 2025 vesting Dec 19, 2025, yet FY 2025 director comp table shows no stock awards for Levy; monitor recognition timing and accounting presentation .
-
Compensation committee oversight:
- Compensation Committee (Chair: Levy) reviews executive compensation philosophy, targets, equity plans, severance, and director pay; engages jointly with full board on proxy advisor engagement .
- No disclosure of director stock ownership guidelines or compliance status; hedging prohibition in place .
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Independence and engagement:
- Board determined Levy is independent; committee roles and meeting cadence indicate engagement; no lead independent director disclosed; Chair is independent (Renuart) .
Notes
- Shares outstanding used for ownership %, 9,952,950 as of Oct 1, 2025 .
- All committee compositions and changes referenced from 8-Ks dated Dec 26, 2024 and Jan 17, 2025 .
- Director compensation fee structure and RSU plan terms per DEF 14A dated Oct 3, 2025 .