Robert D. Straus
About Robert D. Straus
Robert D. Straus, age 54, has served as an independent director of TechPrecision Corporation since December 2024 and is the Vice-Chair of the Board. He is an institutional portfolio manager with 25+ years advising public and private company C-suites on capital allocation, executive compensation, and governance; he holds a BS from University of Hartford and an MBA from Bentley University . The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aquidneck Advisors LLC | General Partner & Investment Manager | Aug 2025–present | Leveraging constructive activism to catalyze undervalued public companies |
| Wynnefield Capital, Inc. (WCI) | Consultant – special projects; prior Portfolio Manager | Consultant since Mar 31, 2025; PM Apr 2015–Mar 2025 | Advisory on compensation and governance best practices |
| Gilford Securities Inc. | Senior Equity Analyst | Mar 2009–Mar 2015 | Sell-side coverage; strategic analysis experience |
External Roles
| Company (Ticker) | Role | Tenure | Committees |
|---|---|---|---|
| Nature’s Sunshine Products, Inc. (NATR) | Director | Since Jun 2017 | Chair Compensation; Member Governance; previously Chair Strategy; Member Audit and Risk |
| S&W Seed Company (SANW) | Director (former) | Jan 2018–Oct 2022 | Member Audit; Member M&A Strategy |
| Various private/non-profit companies | Director | Ongoing, periodic | Not disclosed |
Board Governance
- Role: Vice-Chair of the Board; Board Chair is General Victor E. Renuart Jr. .
- Independence: Determined independent under Nasdaq rules .
- Committees:
- Nominating & Corporate Governance Committee: Chair; members Straus, Renuart, Schenker .
- Compensation Committee: Member; committee chaired by Andrew A. Levy .
- Audit Committee: Not a member (members are Schenker (Chair), Levy, Renuart) .
- Attendance and engagement: In fiscal 2025, the Board met 11 times; Audit 4, Compensation 3, Nominating 2; each incumbent director attended ≥75% of Board and committee meetings; directors attended the 2024 annual meeting by teleconference .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer – non-employee directors | $24,000 | Fiscal 2025 fee schedule |
| Chairman of the Board fee | $20,000 | Chair role; Vice-Chair fee not disclosed |
| Audit Committee Chair fee | $7,500 | Annual |
| Compensation or Nominating Committee Chair fee | $5,000 | Annual |
| Director fees earned – Straus (FY2025) | $6,000 | Pro-rated after election on Dec 19, 2024 |
Trend context:
- Prior (FY2023) fee schedule was $6,000 quarterly retainer ($24,000 annually), Audit Chair $5,000, Board Chair $12,000 .
Performance Compensation
| Element | Grant Detail | Vesting | Value Basis |
|---|---|---|---|
| Annual equity grant – non-employee directors | Restricted stock under 2016 Plan | Vests one year after grant date | Target $45,000 based on closing price on grant date |
| FY2025 award event | 54,880 restricted shares awarded in aggregate to four non-employee directors on Jan 24, 2025 | Vest on Dec 19, 2025 | Aggregate shares; per-director amounts not explicitly stated |
- No options were granted to directors in FY2025; outstanding director options at FY2025 belonged to legacy directors (not Straus) .
- Director grants are time-based; no performance metric overlay disclosed for director equity awards .
Other Directorships & Interlocks
| Relationship | Potential Interlock/Conflict Consideration |
|---|---|
| Chair of Compensation at NATR while member of TPCS Compensation Committee | Cross-board compensation expertise; no shared consultant or related-party link disclosed |
| Consultant and prior PM at WCI | No >5% beneficial owner disclosures; Company states no >5% holders outside directors/NEOs and no related-person transactions ≥$120,000 since Apr 1, 2022 |
Expertise & Qualifications
- Strategic capital allocation, executive compensation structure, corporate governance best practices; extensive public company committee leadership (Compensation, Governance, Audit, Risk, Strategy) .
- Education: BS in Business Administration (University of Hartford – Barney School), MBA (Bentley University – McCallum Graduate School) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Robert D. Straus | 213,721 | 2.15% | As of Oct 1, 2025; 9,952,950 shares outstanding |
- Hedging/Pledging: Company Insider Trading Policy prohibits short sales, options, hedging/monetization transactions (e.g., collars, forwards, swaps, exchange funds) for directors; pledging not addressed, and no pledges disclosed .
- Ownership guidelines: Not disclosed for directors .
Governance Assessment
- Independence and leadership: Independent director, Vice-Chair, and Chair of Nominating & Governance—positions that enable meaningful oversight of board composition, governance standards, and succession planning .
- Committee leverage: Governance Chair and Compensation member roles position Straus to influence board refreshment and pay policies; external experience as NATR Compensation Chair reinforces expertise .
- Alignment: Material personal stake (2.15%) plus recurring equity grants; hedging is prohibited, supporting alignment with shareholder value .
- Attendance/engagement: ≥75% attendance in FY2025 across Board/committees implies acceptable engagement; meeting cadence increased with 11 Board meetings .
- Conflicts and related parties: No related person transactions ≥$120,000; no external >5% holders identified outside directors/NEOs; current external roles do not indicate supplier/customer conflicts with TPCS .
- Compensation structure quality: Mix of cash retainer, modest chair fees, and time-based RS grants ($45,000 target) is typical for micro/small-cap directors; lack of performance conditions on director equity is standard practice and not a red flag .
- Red flags: None disclosed specific to Straus. Company-wide policy bans hedging; no pledging or tax gross-ups disclosed; no director-related party transactions .
Overall signal: Governance profile is constructive—independent status, vice-chair leadership, governance chair role, and meaningful ownership suggest alignment and board effectiveness; absence of related-party transactions and hedging prohibition supports investor confidence .