{"url_path":"/sec/iehc/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 **","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/50292/0001213900-26-068122-index.html","accession_number":"0001213900-26-068122","cik":"0000050292","ticker":"IEHC","issuer_name":"IEH Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/50292/0001213900-26-068122-index.html","primary_entity_key":"0000050292","primary_entity_name":"IEH Corp"},"word_count":2531,"has_tables":true,"body_markdown":"**Item 10.**\n**Directors, Executive Officers and Corporate Governance**\n\n \n\n**Executive Officers and Directors**\n\n \n\nAs of March 31, 2026, the executive officers and\ndirectors of the Company are as follows:\n\n \n\n**Name**\n \n**Age**\n \n**Office**\n \n**Class**\n\nDavid Offerman\n \n51\n \nChairman of the Board of Directors, President and Chief Executive Officer\n \nII\n\n \n \n \n \n \n \n \n\nSubrata Purkayastha\n \n44\n \nChief Financial Officer and Treasurer\n \n \n\n \n \n \n \n \n \n \n\nAllen Gottlieb\n \n84\n \nDirector\n \nII\n\n \n \n \n \n \n \n \n\nGerald E. Chafetz\n \n82\n \nDirector\n \nII\n\n \n \n \n \n \n \n \n\nEric C. Hugel\n \n55\n \nDirector\n \nI\n\n \n \n \n \n \n \n \n\nMichael E. Rosenfeld\n \n42\n \nDirector\n \nI\n\n \n \n \n \n \n \n \n\nJohn P. Spiezio\n \n 62\n \nDirector\n \nI\n\n \n \n \n \n \n \n \n\nBrian J. Glenn\n \n46\n \nDirector\n \nI\n\n \n\nIEH’s Certificate of Incorporation provides that the directors\nof the Company are to be elected in two (2) classes; each class to be elected to a staggered two (2) year term and until their successors\nare duly elected and qualified. As of March 31, 2026, the Board of Directors consisted of seven (7) members divided into two (2) classes\nwith four (4) Class I Members (Mr. Hugel, Mr. Spiezio, Mr. Rosenfeld and Mr. Glenn) and three (3) Class II Members (Mr. Offerman, Mr.\nGottlieb and Mr. Chafetz).\n\n \n\nThe Company currently has two (2) executive officers: Mr. David\nOfferman, President and Chief Executive Officer, and Ms. Subrata Purkayastha, the Treasurer and Chief Financial Officer. All officers\nare selected by and serve at the discretion of the Board of Directors.\n\n \n\n**David Offerman**. On March 26, 2017, Mr. Offerman was\nelected to the positions of Chairman of the Board, President and Chief Executive Officer. David succeeded his late father, Michael Offerman,\nwho passed away on March 24, 2017. David Offerman has been a member of IEH’s Board of Directors since July 15, 2016. Prior to March\n24, 2017, he was the Vice President – Sales and Marketing of the Company. He joined the Company in September 2004 as the National\nSales Manager and was appointed to Vice President – Sales and Marketing in April 2011. Prior to joining IEH, Mr. Offerman worked\nas an account executive and sales manager in the telecommunication industry.\n\n \n\nMr. Offerman graduated from the University of Michigan in\n1997 with a Bachelor of Arts in film and communications. In 2016, he received an MBA from the NYU Stern School of Business with a concentration\nin leadership and management. We believe Mr. Offerman’s expertise in manufacturing, sales and strategy along with his extensive\nexperience, qualifications, attributes and skills make him well qualified to serve as a director of our Company.\n\n \n\n**Subrata Purkayastha.** On October 26, 2023, the Company\npromoted Subrata Purkayastha from interim Chief Financial Officer to permanent Chief Financial Officer and executed a new employment agreement\nwith her effective as of November 1, 2023. Previously, on May 19, 2023, the Company appointed Subrata Purkayastha as its Interim Chief\nFinancial Officer and Treasurer. Ms. Purkayastha’s appointment became effective on May 19, 2023. Prior to this date, Ms. Purkayastha\nserved as Controller of the Company since November 2021. Prior to joining the Company, from January 2019 to May 2021, Ms. Purkayastha\nserved as Controller of Sprouts Foods, Inc., a producer and distributor of premium organic foods intended for babies and toddlers. From\nJuly 2017 to January 2019, Ms. Purkayastha served as Accounting Manager at Sprouts Foods, Inc. where she provided timely and accurate\nfinancial reporting to the Chief Executive Officer and Chief Financial Officer and private equity partners. Prior to Sprout Foods Inc.,\nfrom July 2015 to June 2017, Ms. Purkayastha served as Accounting Manager of Champions Oncology, Inc., a publicly-traded company engaged\nin the development of advanced technology solutions and services to personalize the development of oncology drug development. Ms. Purkayastha\nholds a Bachelor of Science in Accounting from Carson-Newman University in Jefferson City, Tennessee and also received a Master’s\nin Arts degree with a focus in International Banking and Finance from Fordham University. Ms. Purkayastha is also a Certified Public Accountant.\n\n \n\n 25 \n\n \n\n \n\n**Allen Gottlieb**. Mr. Gottlieb has been a board member since 1992. He has a BS from\nNYU in Accounting and Finance, and an LL.B. and JD from Brooklyn Law School. He currently operates his own firm specializing in Labor\nRelations and Human Resources consulting. He also has extensive entrepreneurial experience in manufacturing, distribution, logistics,\nand hospitality, in both domestic and international markets. The Board has determined that Mr. Gottlieb is an “independent director”\nin accordance with the OTCQX Market rules. The Company believes that his broad experience as well as his knowledge of IEH qualifies him\nto serve as a director of our Company.\n\n \n\n**Gerald Chafetz**. Mr. Chafetz has been a member of the Company’s Board of\nDirectors since 2009. He is President of GEC Enterprises, LLC since 2011. GEC Enterprises, LLC is a property management company headquartered\nin Boynton Beach, Florida. He was previously President of Capitol City Companies. Prior to founding Capitol City Companies, he had an\nextended 22-year executive career in the textile industry with several knitwear and high fashion manufacturers, including Arista Knitwear,\nBerwick Fashion Knitwear and Beged-or Knitwear. Mr. Chafetz graduated from the University of Hartford in 1965 with a Bachelor of Science\ndegree in business. The Board has determined that Mr. Chafetz is an “independent director” in accordance with the OTCQX Market\nrules. We believe Mr. Chafetz’s expertise in executive management and manufacturing along with his extensive experience, qualifications,\nattributes and skills make him well qualified to serve as a director of our Company.\n\n \n\n**Eric C. Hugel, CPA, CFA.**Eric C. Hugel has been a member of IEH’s Board of Directors\nsince July 15, 2016. Since May 2023, he has served as the Chief Financial Officer of Americraft Marine Group LLC, a company with the mission\nto support and strengthen the U.S. shipbuilding industry and infrastructure. From July 2014 to May 2023, Mr. Hugel served as the Co-Chief\nExecutive Officer and Chief Financial Officer of Hugel Corporation, an online retailer. From March 2013 to February 2014, Mr. Hugel held\nthe position of Senior Institutional Specialist in U.S. Fundamental Equity Research Analyst at McGraw Hill Financial – S&P Capital\nIQ providing investment advisory services. In particular he provided research and analysis in the U.S. aerospace and defense and industrial\nconglomerates sectors. From July 2002 through June 2012 he was a managing director at Stephens Inc. providing investment research and\nanalytical services in the U.S. aerospace and defenses sectors. Mr. Hugel graduated from Lehigh University in 1993 with a Bachelor of\nScience in accounting. The Board has determined that Mr. Hugel is an “independent director” in accordance with the OTCQX Market\nrules. We believe Mr. Hugel’s expertise in manufacturing in the aerospace industry and finance along with his extensive experience,\nqualifications, attributes and skills make him well qualified to serve as a director of our Company.\n\n \n\n**Michael E. Rosenfeld**has been a member of the Company’s Board of Directors since\n2018. He is a co-founder, Principal, and Chief Operating Officer at Olive Tree Holdings, a real estate investment firm headquartered in\nNew York City specializing in the acquisition, management and transformation of multifamily communities across dynamically growing markets\nwithin the U.S. To date, the firm has amassed a lifetime portfolio value of $2 billion and has acquired and transformed over 17,000 units\nof workforce and affordable housing units across 9 states. During his tenure, the firm raised over $465 million of outside equity and\nwas one of the fastest growing multifamily owners in the nation. Previously, Michael worked for 11 years as the Chief of Staff to the\nFounder/Chairman of a private family investment office with a $360 million commercial real estate portfolio comprised of over 1.5 million\nsquare feet from New York to Miami Beach. Mr. Rosenfeld received his Bachelor of Arts in Political Science from Emory University in 2006,\nand his Master of Business Administration (MBA) in Corporate Finance from the New York University Stern School of Business in 2016. The\nBoard has determined that Mr. Rosenfeld is an “independent director” in accordance with the OTCQX Market rules. We believe\nMr. Rosenfeld’s expertise in finance and accounting along with his extensive experience, qualifications, attributes and skills make\nhim well qualified to serve as a director of our Company.\n\n \n\n**John P. Spiezio,**appointed to the Board of Directors on August 1, 2023, has extensive\nexperience in the aerospace and defense industries. After studying Economics, Computer Science, and Mathematics at Marquette University,\nhe returned to New York and began his 33-year career as the third-generation leader at Hicksville Machine Works, Inc. (“HMW”),\na supplier to prime aerospace & defense contractors throughout North America and Europe as well as the Department of Defense directly.\nOver that time he gained extensive experience in operations, business development, and governance of a business operating in this specialized\nindustry. After HMW was sold in 2019, Mr. Spiezio worked, from March 2019 to April 2021, for a private equity firm engaged in building\na vertically integrated company that could produce and supply entire integrated systems to the aerospace and defense industries. Mr. Spiezio\nserves on the corporate boards of MicroMetl Corporation and GRC Reality. Mr. Spiezio is also currently the Chairman of ADDAPT, an industry\ngroup focused on defense and aerospace suppliers based in New York State. Mr. Spiezio possesses significant expertise about the aerospace\nand defense industries and the markets in which we compete and as a Board member will be able to provide us with the benefits of such\nknowledge. In addition, his extensive executive leadership qualities and knowledge strengthens the Board’s collective qualifications,\nskills and experience. The Board has determined that Mr. Spiezio is an “independent director” in accordance with the OTCQX\nMarket rules.\n\n \n\n 26 \n\n \n\n  \n\n**Brian J. Glenn.** Mr. Glenn was elected to the Board of Directors of the Company\nin October 2023 to fill a newly created directorship previously authorized by the Board. Mr. Glenn will serve an initial term expiring\nat the Company’s next annual meeting to be held and until his successor has been duly elected and qualified. Mr. Glenn currently\nserves as the Chief Investment Officer for Premier Path Wealth Partners, an independent SEC-registered investment advisory firm in Madison,\nNew Jersey. Premier Path Wealth Partners manages more than $1.0 billion in assets on behalf of business owners, high net worth families,\ntrusts, and charities. In 2018, Mr. Glenn founded Olcott Square Investment Partners, an investment firm with a focus on companies that\ndemonstrate durable advantages and secular growth prospects. From 2008 to 2018, Mr. Glenn worked at W.R. Huff Asset Management, an investment\nfirm that employed a rigorous, primary research process managing concentrated investment strategies across the capital structure, where\nhe helped steer investments in public equities, high-yield bonds, and leveraged loans. Mr. Glenn graduated from the College of New Jersey\nwith a Bachelor of Science in Business Administration and earned his Master in Business Administration from Massachusetts Institute\nof Technology’s Sloan School of Management. Mr. Glenn holds the designation of Chartered Financial Analyst and is a member of the\nCFA Society, New York. The Board has determined that Mr. Glenn is an “independent director” in accordance with the listing\nstandards of the OTCQX Market rules. The Board appointed Mr. Glenn to the Audit Committee. He brings to our Board his experience in the\ncapital markets and his background adds an important capability to the Board, and strengthens the Board’s collective qualifications,\nskills, and experience.\n\n \n\n**Compliance with Section 16(a) of the Exchange\nAct**\n\n \n\nSection 16(a) of the Exchange Act requires our directors and executive officers, and persons who own, directly or indirectly, more than\n10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership\nof common stock and other equity securities we issue. Officers, directors and greater than 10% shareholders are required by SEC regulations\nto furnish us with copies of all Section 16(a) forms that they file. Based solely on a review of the copies of such reports filed with\nthe SEC and of written representations by certain officers and directors, we believe that all persons subject to the reporting requirements\nof Section 16(a) filed the required reports on a timely basis during the fiscal year ended March 31, 2026.\n\n \n\n**Director Independence; Meetings of Directors; Corporate\nGovernance; Committees of the Board** \n\n \n\nOur Board of Directors currently consists of seven (7) individuals.\nSix (6) of our directors are “independent” as defined in the OTCQX Market rules. During the fiscal year ended March 31, 2026,\nour Board of Directors held four (4) meetings, the Audit Committee held four (4) meetings, and the Compensation Committee met on one (1)\noccasion,\n\n** **\n\nDuring the fiscal year ended March 29, 2019, our Board of\nDirectors approved the formation of an audit committee and a compensation committee, and each committee would initially have three (3)\nmembers consisting of independent directors. On October 11, 2023, the Board nominated the following directors to each such committee:\n(i) Audit Committee – Eric C. Hugel (Chair), John P. Spiezio and Brian J. Glenn; and (ii) Compensation Committee – Gerald\nChafetz (Chair), Allen Gottlieb and Michael E. Rosenfeld. Each of these Board committees has a written charter approved by the Board of\nDirectors.\n\n \n\n 27 \n\n \n\n  \n\nFor the fiscal year ended March 31, 2026, a general\ndescription of the duties of the committees were as follows:\n\n* *\n\n*Audit Committee.* Our Audit Committee acts to: (i) review\nwith management the finances, financial condition and interim financial statements of the Company; (ii) review with our independent\nregistered public accounting firm the quarterly and year-end financial statements; (iii) review implementation with the independent\nregistered public accounting firm and management any action recommended by the independent registered public accounting firm; and (iv) engage,\nretain and terminate our independent registered public accounting firm. Mr. Hugel, the Chair of the Audit Committee was also designated\nas our Audit Committee Financial Expert. On August 1, 2023, the Board appointed Mr. John P. Spiezio to its Audit Committee. On October\n11, 2023, the Board appointed Mr. Glenn to the Audit Committee.\n\n \n\nDuring the fiscal year ended March 31, 2026, all of the members\nof our Audit Committee were “independent” within the definition of that term as provided by OTCQX rules.\n\n* *\n\n*Compensation Committee.* The Compensation Committee\nacts to: (i) review, approve and administer compensation arrangements for our executive officers; (ii) administer our equity-based compensation\nplans, (iii) establish and review general policies relating to the compensation and benefits of our executive officers and other personnel,\n(iv) evaluate the relationship between executive officer compensation policies and practices and corporate risk management to confirm\nthose policies and practices do not incentivize excessive risk-taking, and (iv) evaluate and make recommendations to our Board of Directors\nregarding the compensation of our non-employee directors.\n\n \n\n*Security holder recommendations of director nominees.*The Board did not adopt any modifications to the procedures by which security holders may recommend nominees to its Board of Directors.\n\n \n\n*Code of Ethics*. The Company has adopted a Code of\nEthics, which has been made available on its website https://www.iehcorp.com/ethics-code.\n\n \n\n*Insider Trading Policies and Procedures.* The Company\nhas adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of its securities by directors,\nofficers and employees or the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and\nregulations, and any listing standards applicable to the Company. A copy of such policies and procedures is incorporated by reference\nhereto as Exhibit 19.1."}