{"url_path":"/sec/airi/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 DIRECTORS, EXECUTIVE OFFICERS","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-03-27","source_url":"https://www.sec.gov/Archives/edgar/data/1009891/0001213900-26-035731-index.html","accession_number":"0001213900-26-035731","cik":"0001009891","ticker":"AIRI","issuer_name":"AIR INDUSTRIES GROUP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1009891/0001213900-26-035731-index.html","primary_entity_key":"0001009891","primary_entity_name":"AIR INDUSTRIES GROUP"},"word_count":2961,"has_tables":true,"body_markdown":"**ITEM 10. DIRECTORS, EXECUTIVE OFFICERS\nAND CORPORATE GOVERNANCE**\n\n \n\n**Our directors and executive officers\nare:**\n\n \n\n**Name:**\n \n**Age**\n \n \n**Position**\n\nScott Glassman\n \n48\n \n \nActing Chief Executive Officer and President (effective 03-18-2026)\n\nBrian Drisgula\n \n53\n \n \nVice President of Finance (effective 03-18-2026)\n\nMichael N. Taglich\n \n60\n \n \nDirector\n\nRobert F. Taglich\n \n59\n \n \nDirector\n\nDavid J. Buonanno\n \n70\n \n \nDirector\n\nPeter D. Rettaliata\n \n75\n \n \nChairman of the Board\n\nMichael Brand\n \n68\n \n \nDirector\n\nMichael D. Porcelain\n \n57\n \n \nDirector\n\n \n\nScott Glassman was appointed to the positions of Acting Chief Executive\nOfficer and President of the Company on March 18, 2026. Mr. Glassman has been employed by the Company since March of 2019, most recently\nserving as the Chief Financial Officer, Principal Accounting Officer and Secretary of our Company since October 16, 2024. Prior to that\nhe served as Chief Accounting Officer. Mr. Glassman previously had been employed by the Company from February of 2007 to February of 2015,\nserving in various senior positions in the Company’s Financial Department. From March of 2015 to November of 2018, Mr. Glassman\nworked at a privately held distributor of commercial equipment where he served as Controller. Mr. Glassman holds a Bachelor of Science\ndegree in Accounting from the State University of New York at Albany. Mr. Glassman has been a CPA licensed by the state of NY since 2002.\n\n \n\n*Brian Drisgula* was appointed to the position\nof Vice President of Finance, Principal Accounting Officer and Secretary of our Company on March 18, 2026. Mr. Drisgula has been employed\nby the Company since October 14, 2024, most recently as the Director of Finance. From April 2023 to October 2024, Mr. Drisgula served\nas Senior Finance Manager at Circor International, Inc, a large aerospace and defense contractor listed on the New York Stock Exchange.\nPrior to joining Circor, from May of 2015 through February of 2023, he was Plant Controller for Akorn, Inc., a publicly held generic\npharmaceutical manufacturer. Mr. Drisgula holds a Bachelor of Science degree in Accounting from the State University of New York at Binghamton\nand has been licensed as a CPA by the State of New York since 2000.\n\n \n\n*Peter D. Rettaliata*\nhas been a director of our Company since 2005 and was appointed Chairman of the Board on July 11, 2024. He served as our Acting President\nand Chief Executive Officer from March 2, 2017 to November 15, 2017 and served as our President and Chief Executive Officer from November\n30, 2005 to December 31, 2014. He also served as the President of our wholly-owned subsidiary, AIM, from 1994 to 2008. Prior to his involvement\nat AIM, Mr. Rettaliata was employed by Grumman Aerospace Corporation for twenty-two years, as the Senior Procurement Officer. Professionally,\nMr. Rettaliata has served as the Chairman of “ADDAPT”, an organization of regional aerospace companies, as a member of the\nBoard of Governors of the Aerospace Industries Association, and as a member of the Executive Committee of the AIA Supplier Council. He\nis a graduate of Niagara University where he received a B.A. in History and Harvard Business School where he completed the PMD Program.\n\n \n\n*Michael N. Taglich served\nas*Chairman of our Board of Directors from September 22, 2008 until July 11, 2024. He is Chairman and President of Taglich Brothers,\na New York City based securities firm which he co-founded in 1992. Mr. Taglich is currently Chairman of the Board of Mare Island Dry Dock\nLLC, a company engaged in ship repair services, He also serves as a Chairman of the Board of Intellinetics Inc., and is on the board of\na number of private companies.\n\n \n\n*Robert F. Taglich* has\nbeen a director of our Company since 2008. He is a Managing Director of Taglich Brothers, which he co-founded in 1992. Prior to founding\nTaglich Brothers, Mr. Taglich was a Vice President at Weatherly Securities. Mr. Taglich has served in various positions in the securities\nbrokerage industry for the past 25 years Mr. Taglich holds a Bachelor’s degree from New York University.\n\n \n\n*David J. Buonanno* has\nbeen a director of our Company since 2008. He is the Founder and President of Buonanno Enterprises Consulting, providing strategic management,\nsupply chain/operations and recruitment services to aerospace and defense industry clients. Mr. Buonanno has extensive experience in manufacturing,\nsupply management and operations. He was employed by Sikorsky Aircraft, Inc., a subsidiary of United Technologies Corporation, as Vice\nPresident, Supply Management and International Offset (from January 1997 to July 2006) and as Director, Systems Subcontracts (from November\n1992 to January 1997). From May 1987 to November 1992, he was employed by General Electric Company serving as Operations Manager and Manager,\nProgram Materials Management of GE’s Astro-Space Division. From June 1977 to May 1987, he was employed by RCA and affiliated companies.\nMr. Buonanno attended Lehigh University College of Electrical Engineering and holds a B.S. in Business Administration from Rutgers University.\nHe completed the Program for Management Development at Harvard Business School in 1996.\n\n \n\n36\n\n \n\n \n\n*Michael Brand* has been\na director of our Company since 2012.  He enjoyed a successful 32-year career in aerospace manufacturing primarily focused on jet\nengines and landing gear. In 2005, he joined Goodrich as President of Goodrich Landing Gear. Prior to joining Goodrich, he had senior\nmanagement roles at GE Aircraft Engines and Teleflex Aerospace.  Mr. Brand has a BS from Clarkson University, with advanced degrees\nand certificates from Xavier University and the Wharton School.\n\n* *\n\n*Michael Porcelain*has\nbeen a director of our Company since October 23, 2017. Mr. Porcelain has been a CPA since 1996 and currently acts as a consultant\nand board member for The Independent Adviser Corporation. This privately held company operates various financial planning and advisory\nwebsites including TheAdviser.com, 1800ADVISER.com and IRSADVISER.com. In addition to managing these platforms, the company itself provides\nconsulting services. Mr. Porcelain is also a private investor in a number of small and emerging companies. From 2006 through 2022, Mr.\nPorcelain served in several executive positions including service as a member of the Board of Directors of Comtech Telecommunications\nCorp. (“Comtech”), a publicly traded company and a leading global provider of next-generation 911 emergency systems and secure\nwireless communications technologies. He was appointed Chief Executive Officer of Comtech in January 2022 and President of Comtech in\nJanuary 2020. He also served as Comtech’s Chief Operating Officer from October 2018 to January 2022. Prior to holding these\npositions, he served as Comtech’s Chief Financial Officer from 2006 through 2018, and from 2002 to March 2006, he served as Comtech’s\nVice President of Finance and Internal Audit.\n\n \n\nFrom 1998 to 2002, Mr. Porcelain\nwas Director of Corporate Profit and Business Planning for Symbol Technologies, a mobile wireless information solutions company. Previously,\nhe spent five years in public accounting holding various positions, including Manager in the Transaction Advisory Services Group of PricewaterhouseCoopers.\nIn March 2021, Mr. Porcelain was elected to the Board of Directors of The Fund for Modern Court, an independent court reform organization\nthat advocates for the improvements of the New York State Court system to ensure a diverse, highly qualified, and independent judiciary.\nSince 1998, he has owned and operated The Independent Adviser Corporation, a privately held company which holds the rights to use certain\nintellectual properties and trademarks (including various Internet websites) related to the financial planning and advisory industry. \n\n \n\nMr. Porcelain has served as\nan Adjunct Professor at both Adelphi University and St. John’s University located in New York where he taught graduate level accounting\ncourses. Mr. Porcelain has a B.S. in Business Economics from State University of Oneonta, New York, a M.S. in Accounting and an M.B.A.\ndegree from Binghamton University.\n\n \n\nMichael N. Taglich and Robert\nF. Taglich are brothers.\n\n \n\nAll directors hold office\nuntil the next annual meeting of shareholders and until their successors have been duly elected and qualified. Officers are elected by\nand serve at the discretion of the Board of Directors. Employee directors do not receive any compensation for their services as directors.\nNon-employee directors are entitled to receive compensation for serving as directors and may receive option or stock grants from our company.\n\n \n\n**Information Concerning the Board of Directors**\n\n \n\n**Board Leadership Structure and Risk Oversight**\n\n \n\nThe Board does not have a\npolicy requiring separation of the roles of Chief Executive Officer and Chairman of the Board. The Board has determined that a non-employee\ndirector serving as Chairman is in the best interests of our stockholders at this time. This structure ensures a greater role of non-employee\nDirectors in the active oversight of our business, including risk management oversight, and in setting agendas and establishing Board\npriorities and procedures. This structure also allows the Chief Executive Officer to focus to a greater extent on the management of our\nday-to-day operations.\n\n \n\n37\n\n \n\n \n\nThe Board of Directors as\na whole is responsible for consideration and oversight of the risks we face and is responsible for ensuring that material risks are identified\nand managed appropriately. Certain risks are overseen by committees of the Board of Directors and these committees make reports to the\nfull Board of Directors, including reports on noteworthy risk-management issues. Members of the Company’s senior management team\nregularly report to the full Board about their areas of responsibility and a component of these reports is the risks within their areas\nof responsibility and the steps management has taken to monitor and control such exposures. Additional review or reporting on risks is\nconducted as needed or as requested by the Board or one of its committees. \n\n \n\n**Board Independence**\n\n \n\nOur Board of Directors has\ndetermined that David Buonanno, Peter Rettaliata, Michael Brand and Michael Porcelain are “independent directors” within the\nmeaning of NYSE American Rule 803A(2).\n\n \n\n**Director Compensation**\n\n \n\nNon-employee Directors are\nentitled to receive compensation for serving as directors and may receive option grants from our company. Each Director also is entitled\nto be repaid or prepaid all traveling, hotel and incidental expenses reasonably incurred or expected to be incurred in attending meetings\nof our Board of Directors or committees of our Board of Directors or stockholder meetings or otherwise in connection with the discharge\nof his duties as a Director. The compensation committee will assist the directors in reviewing and approving the compensation structure\nfor our directors.\n\n \n\nThe following table sets forth\ncertain information regarding the compensation paid to, earned by or accrued for, our directors during the fiscal year ended December\n31, 2025.\n\n \n\n**DIRECTOR COMPENSATION**\n\n \n\nName \nFees\nEarned or\nPaid In Cash\n($)  \n**Stock Awards ($)(1)**  \nOption Awards\n($)  \nNon-Equity\nIncentive\nPlan\nCompensation\n($)  \nNon-Qualified\nDeferred\nCompensation\nEarnings\n($)  \nAll Other\nCompensation\n($)  \nTotal\n($) \n\nMichael Taglich \n 34,353  \n 12,596  \n 14,600  \n —  \n —  \n —  \n 61,549 \n\nRobert Taglich \n 34,353  \n 12,596  \n 14,600  \n —  \n —  \n —  \n 61,549 \n\nDavid Buonanno \n 37,500  \n —  \n 14,600  \n —  \n —  \n —  \n 52,100 \n\nMichael Brand \n 37,500  \n —  \n 14,600  \n —  \n —  \n —  \n 52,100 \n\nMichael Porcelain \n —  \n 57,223  \n 14,600  \n —  \n —  \n —  \n 71,823 \n\nPeter Rettaliata \n 63,252  \n    \n 14,600  \n —  \n —  \n —  \n 77,852 \n\n \n\n(1)\nDirector fees paid in shares.\n\n \n\n**Board Meetings; Committees and Membership**\n\n \n\nThe Board of Directors held\neleven meetings during the fiscal year ended December 31, 2025 and each of the directors attended more than 75% of the aggregate of (i)\nthe number of meetings of the Board of Directors and (ii) the number of meetings of all committees of the Board on which such director\nserved.\n\n \n\n38\n\n \n\n \n\nWe maintain the following\ncommittees of the Board of Directors: the Audit Committee, the Compensation Committee, the Nominating Committee and the Executive Committee.\nEach committee other than the Executive Committee is comprised entirely of directors who are “independent” within the meaning\nof NYSE American Rule 803A(2). Each committee acts pursuant to a separate written charter, and each such charter has been adopted and\napproved by the Board of Directors. Copies of the committee charters are available on our website at airindustriesgroup.com under the\nheading “Investor Relations.”\n\n \n\n**Audit Committee**. Messrs.\nPorcelain, Brand and Buonanno are members of the Audit Committee. Mr. Porcelain serves as Chairman of the Audit Committee and also qualifies\nas an “audit committee financial expert,” as that term is defined in Item 407(d)(5)(ii) of Regulation S-K. The Board has determined\nthat each member of our Audit Committee meets the financial literacy requirements under the Sarbanes-Oxley Act and SEC rules and the independence\nrequirements under NYSE American Rule 803A(2).\n\n \n\nOur Audit Committee is responsible\nfor preparing reports, statements and charters of audit committees required by the federal securities laws, as well as:\n\n \n\n●overseeing\nand monitoring the integrity of our consolidated financial statements, our compliance with legal and regulatory requirements as they\nrelate to financial statements or accounting matters, and our internal accounting and financial controls;\n\n \n\n●preparing\nthe report that SEC rules require be included in our annual proxy statement;\n\n \n\n●overseeing\nand monitoring our independent registered public accounting firm’s qualifications, independence and performance;\n\n \n\n●providing\nthe Board with the results of its monitoring and its recommendations; and\n\n \n\n●providing\nto the Board additional information and materials as it deems necessary to make the Board aware of significant financial matters that\nrequire the attention of the Board.\n\n \n\nThe Audit Committee held five meetings during fiscal\n2025.\n\n \n\n**Compensation Committee**.\nOur Compensation Committee is composed of Messrs. Rettaliata, Brand and Buonanno.\n\n \n\nThe Compensation Committee\nis responsible for:\n\n \n\n●establishing\nour company’s general compensation policy, in consultation with senior management, and overseeing the development and implementation\nof compensation programs;\n\n \n\n●reviewing\nand approving corporate goals and objectives relevant to the compensation of the CEO, and evaluating the performance of the CEO at least\nannually in light of those goals and objectives and communicating the results of such evaluation to the CEO and the Board, and determining\nthe CEO’s compensation level based on this evaluation, subject to ratification by the independent directors on the Board. In determining\nthe incentive component of CEO compensation, the Committee will consider, among other factors, the performance of our company and relative\nstockholder return, the value of similar incentive awards to CEOs at comparable companies, the awards given to the CEO in past years,\nand such other factors as the Committee may determine to be appropriate;\n\n \n\n●reviewing\nand approving the compensation of all other executive officers of our company, such other managers as may be directed by the Board, and\nthe directors of our company;\n\n \n\n●overseeing\nthe Board’s benefit and equity compensation plans, overseeing the activities of the individuals and committees responsible for\nadministering these plans, and discharging any responsibilities imposed on the Committee by any of these plans;\n\n \n\n39\n\n \n\n \n\n●approving\nissuances under, or any material amendments to, any stock option or other similar plan pursuant to which a person not previously an employee\nor director of our company, as an inducement material to the individual’s entering into employment with our company, will acquire\nstock or options;\n\n \n\n●in\nconsultation with management, overseeing regulatory compliance with respect to compensation matters, including overseeing the company’s\npolicies on structuring compensation programs to preserve related tax objectives;\n\n \n\n●reviewing\nand approving any severance or similar termination payments proposed to be made to any current or former officer of our company; and\n\n \n\n●preparing\nan annual report on executive compensation for inclusion in our proxy statement for the election of directors, if required under the\napplicable SEC rules.\n\n \n\nThe Compensation Committee held four meetings during\nfiscal 2025.\n\n \n\n**Nominating Committee**.\nOur Nominating Committee is composed of Messrs. Rettaliata, Brand and Porcelain. The purpose of the Nominating Committee is to seek and\nnominate qualified candidates for election or appointment to our Board of Directors. The Nominating Committee held one meeting during\nfiscal 2025.\n\n \n\nThe Nominating Committee will\nseek candidates for election and appointment that possess the integrity, leadership skills and competency required to direct and oversee\nthe Company’s management in the best interests of its stockholders, customers, employees, communities it serves and other affected\nparties.\n\n \n\nA candidate must be willing\nto regularly attend Committee and Board of Directors meetings, to develop a strong understanding of our company, its businesses and its\nrequirements, to contribute his or her time and knowledge to our company and to be prepared to exercise his or her duties with skill and\ncare. In addition, each candidate should have an understanding of all corporate governance concepts and the legal duties of a director\nof a public company.\n\n \n\nStockholders may contact the\nNominating Committee Chairman, the Chairman of the Board or the Corporate Secretary in writing when proposing a nominee. This correspondence\nshould include a detailed description of the proposed nominee’s qualifications and a method to contact that nominee if the Nominating\nCommittee so chooses.\n\n \n\n**Executive Committee.**Our\nExecutive Committee is composed of our Chairman, Peter Rettaliata, Michael Taglich and Robert Taglich. The purpose of the Executive Committee\nis to assist the Board in fulfilling its functions during the intervals between meetings of the Board. The Executive Committee has all\nthe powers and authority of the Board in connection with the business of the Company and may act in its stead, except as set forth in\nthe Executive Committee Charter.\n\n \n\n**Stockholder Communications**\n\n \n\nAny stockholder who desires\nto contact any of our directors can write to Air Industries Group, 1460 Fifth Avenue, Bay Shore, New York 11706, Attention: Stockholder\nRelations. Your letter should indicate that you are an Air Industries Group stockholder. Depending on the subject matter, our stockholder\nrelations personnel will:\n\n \n\n●forward\nthe communication to the Director(s) to whom it is addressed;\n\n \n\n●forward\nthe communication to the appropriate management personnel;\n\n \n\n●attempt\nto handle the inquiry directly, for example where it is a request for information about the Company, or it is a stock-related matter;\nor\n\n \n\n●not\nforward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.\n\n \n\n40\n\n \n\n \n\n**Code of Ethics**\n\n \n\nWe have adopted a written\ncode of ethics that applies to our principal executive officers, senior financial officers and persons performing similar functions. Our\ncode of ethics is available on our website and upon written request to our corporate secretary, we will provide you with a copy, without\ncost."}