{"url_path":"/sec/tpcs/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 Directors, Executive Officers and Corporate Governance","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/1328792/0001104659-26-077758-index.html","accession_number":"0001104659-26-077758","cik":"0001328792","ticker":"TPCS","issuer_name":"TECHPRECISION CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1328792/0001104659-26-077758-index.html","primary_entity_key":"0001328792","primary_entity_name":"TECHPRECISION CORP"},"word_count":1978,"has_tables":true,"body_markdown":"Item 10.    Directors, Executive Officers and Corporate Governance\n\na)Directors of the Registrant.\n\nInformation about our board of directors is provided below. Messrs. Renuart, Levy, Straus and Schenker currently serve as non-employee directors on our board. There are no family relationships between or among any director or executive officer of the Company.\n\n**Name**\n\n**  ​ ​ ​**\n\n**Age**\n\n**  ​ ​ ​**\n\n**Position**\n\nVictor E. Renuart Jr.(1)(3)\n\n​\n\n75\n\n​\n\nChair of the Board\n\nRobert D. Straus(2)(3)\n\n​\n\n55\n\n​\n\nVice-Chair of the Board\n\nAndrew A. Levy(1)(2)\n\n​\n\n79\n\n​\n\nDirector\n\nWalter M. Schenker(1)(3)\n\n​\n\n79\n\n​\n\nDirector\n\nAlexander Shen\n\n​\n\n64\n\n​\n\nDirector; Chief Executive Officer\n\n*(l)*\n\n*Member of the Audit Committee.*\n\n*(2)*\n\n*Member of the Compensation Committee.*\n\n*(3)*\n\n*Member of the Nominating and Corporate Governance Committee*.\n\n**Victor Eugene Renuart Jr., Retired General, U.S. Air Force.** Since November 2011, General Renuart has been the president and founder of The Renuart Group, LLC, a private consulting and project management firm focused on defense, homeland security, efficient energy use, and public-private partnership projects for domestic and international clients. Since January 2014, General Renuart has served on the board of directors and as a member of the finance committee of Griffon Corporation (GFF), a New York Stock Exchange listed company that engages in a wide range of industries including, consumer and professional products, home and building products, defense electronics and specialty plastic films. From August 2010 to January 2012, he served as the senior military advisor to the chief executive officer and vice president-national security of BAE Systems, Inc., a multinational defense, security, and aerospace company. General Renuart previously served as the commander of North American Aerospace Defense Command (NORAD) and United States Northern Command (NORTHCOM) from March 2007 to May 2010. During General Renuart’s tenure in the U.S. Air Force, he also served as a senior military assistant to the Secretary of Defense for Secretaries Donald Rumsfeld and Robert Gates; Director of Strategic Plans and Policy, The Joint Staff; Vice Commander, Pacific Air Forces; and Director of Operations, United States Central Command. In addition, General Renuart currently serves on the board of directors of Kymeta Corp., a private satellite systems manufacturer, Precision Aerospace Holdings, a private aerospace machining corporation, and previously served on the boards of various other private companies in the defense industry. General Renuart received a Bachelor of Science in Production and Industrial Management from Indiana University – Kelley School of Business as well as a Master of Arts in Psychology from Troy University. He also participated in several Air Force fellowship programs including at The US Army War College and The Johns Hopkins University.\n\n*General Renuart’s proven military, governmental and corporate leadership record, his extensive experience in multi-national strategic and operational planning, fiscal oversight of large organizations with annual multi-billion-dollar budgets as well as his public company and private company board of directors experience provide him with unique skills, insights and qualifications to serve as a member of the Company’s Board of Directors.*\n\n**Robert D. Straus** currently serves as Vice Chair of the Board, Chair of the Nominating & Governance Committee and a member of the Compensation Committee. Mr. Straus is an institutional portfolio manager with 25 years of proven experience investing in and serving as an advisor to C-suite executives or public and private companies. Since August 2025, Mr. Straus has served as the General Partner and Investment Manager at Aquidneck Advisors LLC, an investment firm that leverages extensive board and constructive activism experience to identify and trigger latent catalysts in undervalued, publicly traded companies. Since March 31, 2025, Mr. Straus has served as a consultant-special projects at Wynnefield Capital, Inc. (“WCI”), an investment firm specializing in private and small-cap publicly-traded companies. From April 2015 to March 2025, Mr. Straus served as a portfolio manager at WCI. Since June 2017, Mr. Straus has served on the board of directors of Nature’s Sunshine (NATR), a NASDAQ CM listed company manufacturing and distributing nutritional supplements, where he serves as the Chair of the Compensation Committee and a member of the Audit Committee. From January 2018 to October 2022, Mr. Straus served on the board of directors of S&W Seed Company, a NASDAQ Global Market listed company during that period, where he served as member of the board’s audit committee and M&A strategy committee. Mr. Straus continues to serve from time to time on the boards of various other private and non-profit companies. Mr. Straus received a Bachelor of Science in Business Administration from the University of Hartford - Barney School of Business and a Master of Business Administration from Bentley University - McCallum Graduate School of Business.\n\n65\n\n[Table of Contents](#TOC)\n\n*Mr. Straus’ extensive investment, financial, capital allocation and strategic initiative analysis expertise, as well as his significant corporate governance and executive compensation experience serving as a director and board committee member of publicly traded companies provide him with unique skills, insights and qualifications to serve as a member of the Company’s Board of Directors.*\n\n**Andrew A. Levy **has been a member of our board of directors since March 2009. He was a co-founder of Techprecision Corp in 2006. Mr. Levy practiced tax and corporate law with two large firms in New York City from 1972 to 1978. Since 1978 Mr. Levy has served as President of Redstone Capital Corporation, a boutique investment banking firm. From 2004 Mr. Levy was Chairman of Universal Aerospace Corp. until its sale to private equity in 2016. Mr. Levy was Chaiman of Fraser Volpe Corporation, a defense electro-optical firm, from 2003 to its sale in 2017. Mr. Levy holds a B.S. in Engineering, *summa cum laude,* from Yale University and a J.D., *cum laude,* from Harvard Law School.\n\n*Mr. Levy combines an engineering and legal background that enables him to understand the operational aspects of our business and an investment banking background that qualifies him to assess our growth strategies.*\n\n**Walter M. Schenker **has been a member of our board of directors since December 2016. Since June 2010, Mr. Schenker has served as General Partner and Portfolio Manager at MAZ Capital Advisors, an investment partnership, where his responsibilities include, among things, managing the firm’s portfolio of investments. From 1999 to 2010, Mr. Schenker was a Principal at Titan Capital Management, LLC, a registered investment adviser and hedge fund. On April 4, 2019, Mr. Schenker became a director of Andina Acquisition Corporation III, a Nasdaq-listed blank check company. Mr. Schenker previously served on the board of directors and audit committee of Sevcon, Inc., a Nasdaq-listed global supplier of control and power solutions for zero-emission, electric and hybrid vehicles, from 2013 until that company’s acquisition in September 2017. Mr. Schenker holds a B.S. from Cornell University and an M.B.A. in Finance from Columbia University.\n\n*Mr. Schenker’s previous experience serving on the board of directors of a publicly traded company and his vast experience investing in both public and private companies enables him to provide our board of directors with insight into how to best manage the Company and execute our growth strategy.*\n\n**Alexander Shen** was appointed Chief Executive Officer of TechPrecision on November 14, 2014 and became a director on our board of directors on September 15, 2022. Since June 2014, Mr. Shen has served as President of our Ranor subsidiary, and he also served as president of our WCMC subsidiary. Mr. Shen has experience in a broad range of industries including metal fabrication, automotive, contract manufacturing, safety and security, and industrial distribution. Prior to joining us, Mr. Shen served in 2013 as President of SIB Development and Consulting, a firm specializing in fixed, monthly cost reduction. Mr. Shen served as President of Tydenbrooks Security Products Group, a security products company, from July 2011 to December 2012. Mr. Shen served as President and Chief Executive Officer of Burgon Tool Steel Company between January 2009 and June 2011 and served as Chief Executive Officer of Ryerson Mexico & Vice President — International for Ryerson, Inc., a multi-national distributor and processor of metals, from 2007 to 2009. Mr. Shen was Division General Manager & Chief Operating Officer at Sumitomo Electric Group from 1998 to 2007, focused on automotive electrical and electronic products. Prior to 1998, he had a 10-year career at the Automotive Division of Alcoa Inc. with roles of increasing responsibility. Mr. Shen began his career with General Motors, moving to Chrysler, before joining Alcoa Inc. His career includes multiple international management roles in Japan, China, Mexico, and Europe, and he is fluent in the Chinese and Japanese languages and cultures. Mr. Shen holds a B.S. in Engineering from Michigan State University.\n\n*Mr. Shen’s long experience in manufacturing and his current role as Chief Executive Officer of the Company led to the board’s decision that he should serve on the board of directors.*\n\nb)\n\nExecutive Officers of the Registrant.\n\nInformation with respect to executive officers of the Company is set forth under *“Item 4A Executive Officers of the Registrant”* in this Annual Report on Form 10-K.\n\nc)\n\nIdentification of the Audit Committee.\n\nThe members of the Audit Committee are Mr. Schenker (Chair), Mr. Renuart and Mr. Levy. Our board of directors has determined that Messrs. Renuart, Levy and Schenker each satisfy the independence standards for the Audit Committee established by the applicable rules and regulations of the SEC and Nasdaq. The primary purpose of the Audit Committee is to oversee the quality and integrity of our accounting and financial reporting processes and the audit of our financial statements. The Audit Committee is\n\n66\n\n[Table of Contents](#TOC)\n\nresponsible for selecting, compensating, overseeing and terminating our independent registered public accounting firm. The Audit Committee charter is posted and can be viewed in the “Corporate Governance” section of our website at www.techprecision.com.\n\nd)\n\nAudit Committee Financial Expert.\n\nOur board of directors has determined that Mr. Schenker, who is the Chair of the Audit Committee, is an “audit committee financial expert” as that term is defined under the applicable rules and regulations of the SEC.\n\ne)\n\nShareholder Nomination Process.\n\nThere have been no material changes to the procedures by which stockholders may recommend nominees to our board of directors.\n\nf)\n\nCode of Ethics for Chief Executive Officer and Senior Financial Officers.\n\nThe Company has adopted a Code of Ethics for the principal executive officer, principal financial officer and principal accounting officer of the Company, which may be found on the Company’s website at www.techprecision.com. Any amendments to the Code of Ethics or any grant of a waiver from the provisions of the Code of Ethics requiring disclosure under applicable SEC rules will be disclosed on the Company’s website.\n\nInsider Trading Policy\n\nOur board of directors has adopted an Insider Trading Policy (the “Policy”) governing the purchase, sale and/or other dispositions of the Company’s securities by its directors, officers and employees, and the Company itself, that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards. The Policy applies to directors, officers and employees of the Company and its subsidiaries. Among other things, the Policy prohibits trading in the Company’s securities if a director, officer or employee is aware of material non-public information (except for transactions pursuant to a written plan that has been adopted in conformity with Rule 10b5-1 under the Exchange Act and pre-cleared with the Company). These individuals are also prohibited from disclosing material non-public information about the Company to any other persons. The Policy also sets forth information with respect to restricted trading periods, pre-clearance procedures and Section 16 compliance. It also contains prohibitions on specific types of trading in the Company’s securities, including short sales, publicly traded options and hedging transactions, that are designed to mitigate or avoid risks associated with long-term ownership of the Company’s securities, as well as holding shares in margin accounts or pledging shares. The Company’s Policy is filed as an exhibit to this Annual Report on Form 10-K for the year ended March 31, 2026."}