Monitor the say-on-pay vote outcome for shareholder sentiment on compensation given the net loss. The material weakness in ITGC remediation progress should be tracked in subsequent quarterly filings.
Price Chart
Executive Summary
IEH Corp filed its definitive proxy statement for the 2026 Annual Meeting, which includes the election of four Class I directors, a non-binding advisory vote on executive compensation (say-on-pay), a vote on the frequency of future say-on-pay votes, and ratification of CBIZ CPAs P.C. as auditor. The filing is routine and contains no shareholder proposals, contested director elections, or material related-party transactions. CEO Dave Offerman's total compensation was $566,319 for FY2026, while the company reported a net loss of $1,296,784, highlighting a pay-for-performance disconnect.
Key Facts
- Annual meeting scheduled for November 12, 2026, with four proposals: elect four Class I directors, advisory say-on-pay vote, advisory vote on frequency of say-on-pay, and ratify auditor CBIZ CPAs P.C.
- All four director nominees (Eric C. Hugel, Michael E. Rosenfeld, John P. Spiezio, Brian J. Glenn) are incumbent and uncontested; six of seven directors are independent under OTCQX rules.
- CEO Dave Offerman total compensation for FY2026: $566,319 (salary $516,319, bonus $50,000, no option awards). CFO Subrata Purkayastha total compensation: $292,493 (salary $262,493, bonus $30,000, no option awards).
- Company reported a net loss of $1,296,784 for FY2026, compared to net income of $999,038 in FY2025.
- A material weakness in internal control over financial reporting was identified related to ITGC deficiencies; remediation is ongoing.
- No shareholder proposals were submitted for the 2026 meeting.
- Last year's say-on-pay approval rate is not disclosed in the proxy.
- No related party transactions were reported other than standard executive compensation arrangements.
- Board recommends annual frequency for future say-on-pay votes (every 1 year).
- Outstanding shares as of record date: 2,487,454; CEO Offerman beneficially owns 24.0%.
Financial Impact
CEO compensation of $566,319 against a net loss of $1,296,784; no material financial impact from the proxy proposals themselves.
Risk Factors
- CEO compensation increased 5% (salary) while the company swung from a $999K profit to a $1.3M loss, a potential pay-for-performance concern.
- Material weakness in internal controls over financial reporting remains unresolved, posing risk of financial misstatement.
- No shareholder proposals or contested elections, reducing near-term governance catalyst potential.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0002077096-26-000297 |
| Document: 0002077096-26-000297-index-headers.html | 0002077096-26-000297 |
| Document: 0002077096-26-000297-index.html | 0002077096-26-000297 |
| Document: 0002077096-26-000297.txt | 0002077096-26-000297 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 30, 2026 2d ago | DEF 14A | $29.00 | awaiting T+60 | awaiting T+60 | $29.90 (+3.10%) |
Oct 27, 2026 5d ago | 8-K | $29.00 | awaiting T+60 | awaiting T+60 | $29.90 (+3.10%) |
Aug 20, 2026 10w ago | Insider Cluster | $33.00 | awaiting T+60 | awaiting T+60 | $29.90 (−9.39%) |
Aug 6, 2026 12w ago | 8-K | $23.17 $28.51 | ▲ +23.05% | ▲ +24.47% | $29.90 (+29.05%) |
Jun 12, 2026 20w ago | 8-K | $20.10 $32.26 | ▼ −60.50% | ▼ −56.97% | $29.90 (−48.76%) |
Jun 8, 2026 20w ago | 8-K | $19.60 $28.62 | ▲ +46.02% | ▲ +42.70% | $29.90 (+52.55%) |
May 18, 2026 23w ago | 8-K | $19.50 $32.20 | ▲ +65.13% | ▲ +58.84% | $29.90 (+53.33%) |
US Market Status
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