{"url_path":"/sec/tpcs/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 Executive Compensation","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":2503,"has_tables":true,"body_markdown":"Item 11.    Executive Compensation\n\n*Summary Compensation Table*\n\nThe Company’s executive officers during the course of the 2026 fiscal year, based on relevant SEC rules, are set forth below as information for the fiscal years indicated relating to the compensation of (i) Alexander Shen, our chief executive officer, or CEO, and our principal executive officer, or PEO, who also serves as the President of Ranor, Inc., a wholly owned subsidiary of the Company, and (ii) Phillip Podgorski as our Chief Financial Officer, or CFO, effective as of April 8, 2025 to the present, and (iii) Barbara Lilley, who served as our Interim Chief Financial Officer from March 7, 2025 to April 8, 2025. Together, such individuals are referred to as our Named Executive Officers.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Fiscal**\n\n**  ​ ​ ​**\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Option**\n\n**  ​ ​ ​**\n\n**Stock**\n\n**  ​ ​ ​**\n\n**All Other**\n\n**  ​ ​ ​**\n\n​\n\n​\n\n**Name and Position**\n\n​\n\n**Year**\n\n​\n\n**Salary**\n\n​\n\n**Bonus**\n\n​\n\n**Awards**(1)\n\n​\n\n**Awards**\n\n​\n\n**Compensation**\n\n​\n\n**Totals**\n\nAlexander Shen\n\n \n\n2026\n\n​\n\n$\n\n352,693\n\n​\n\n$\n\n500\n\n \n\n​\n\n—\n\n \n\n​\n\n—\n\n​\n\n$\n\n3,854\n\n​\n\n$\n\n357,047\n\nChief Executive Officer\n\n \n\n2025\n\n​\n\n$\n\n334,423\n\n​\n\n$\n\n500\n\n \n\n​\n\n—\n\n \n\n​\n\n—\n\n​\n\n$\n\n2,844\n\n​\n\n$\n\n337,767\n\nPhillip Podgorski(2)\n\n \n\n2026\n\n​\n\n$\n\n266,020\n\n​\n\n$\n\n110,500\n\n \n\n​\n\n—\n\n​\n\n$\n\n60,000\n\n​\n\n$\n\n—\n\n​\n\n$\n\n436,520\n\nChief Financial Officer\n\n \n\n2025\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\n \n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\nBarbara Lilley\n\n \n\n2026\n\n​\n\n$\n\n200,770\n\n​\n\n$\n\n—\n\n \n\n​\n\n—\n\n​\n\n \n\n—\n\n​\n\n$\n\n—\n\n​\n\n$\n\n200,770\n\nInterim CFO(3)\n\n \n\n2025\n\n​\n\n$\n\n120,000\n\n​\n\n$\n\n500\n\n \n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n$\n\n395\n\n​\n\n$\n\n120,895\n\n(1)\n\nThere were no option awards granted during fiscal 2026 and 2025.\n\n(2)\n\nMr. Podgorski was appointed Chief Financial Officer of the Company effective as of April 8, 2025.\n\n67\n\n[Table of Contents](#TOC)\n\n(3)\n\nOn March 7, 2025, the Company appointed Ms. Lilley, the Controller of Ranor, Inc., one of the Company’s operating subsidiaries, to serve as Interim CFO, principal financial officer and principal accounting officer, until April 8, 2025.\n\n​\n\n*Outstanding Equity Awards at Fiscal Year-End Table*\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Option Awards**\n\n​\n\n**  ​ ​ ​**\n\n**Number of**\n\n**  ​ ​ ​**\n\n**Number of**\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n**Securities**\n\n​\n\n**Securities**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Underlying**\n\n​\n\n**Underlying**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Unexercised**\n\n​\n\n**Unexercised**\n\n​\n\n**Option**\n\n​\n\n**Option**\n\n​\n\n​\n\n**Options (#)**\n\n​\n\n**Options (#)**\n\n​\n\n**Exercise**\n\n​\n\n**Expiration**\n\n**Name**\n\n​\n\n**Exercisable**\n\n​\n\n**Unexercisable**\n\n​\n\n**Price**\n\n​\n\n**Date**\n\nAlexander Shen(1)\n\n \n\n250,000\n\n \n\n—\n\n​\n\n$\n\n2.00\n\n​\n\nDecember 26, 2026\n\n(1)Two-thirds of the options granted to Mr. Shen on December 27, 2016 were vested on the grant date. Subject to Mr. Shen’s continuous employment with the Company through the vesting date, the remaining 83,334 options vested on the first anniversary of the grant date.\n\n*Employment Agreements*\n\nAs of March 31, 2026, we had employment agreements with each of our Named Executive Officers.\n\n*Alexander Shen Employment Agreement*\n\nWe executed an employment agreement with Mr. Shen on November 17, 2014 (the “*CEO Employment Agreement*”) to engage Mr. Shen for the position of Chief Executive Officer. The terms of the CEO Employment Agreement provide that Mr. Shen will report directly to our board of directors and others at the direction of the board at such time and in such detail as the board shall reasonably require and his duties and responsibilities shall consist of such powers, duties and responsibilities as are customary for the office of Chief Executive Officer of a company similar in size and stature to the Company.\n\nPursuant to the CEO Employment Agreement, Mr. Shen receives an annual base salary of $350,000, increased by the board of directors from $275,000, which may be increased from time to time by the board of directors, and was awarded a one-time grant of options to purchase 250,000 shares of our Common Stock, which vested in three equal amounts on the date of grant and each of the subsequent two anniversaries of the date of grant. The exercise price of the options is equal to the closing market price as of the grant date. Mr. Shen is also eligible for an annual cash performance bonus based upon our financial performance as determined by our board of directors and targeted at up to 75% of Mr. Shen’s annual base salary, which target was increased by the board of directors, from 60%. Mr. Shen is entitled to participate fully in our employee benefit plans and programs and is entitled to four weeks of vacation per year. Mr. Shen will also be reimbursed for reasonable and necessary out-of-pocket expenses incurred by him in the performance of his duties and responsibilities as Chief Executive Officer. Under the terms of the CEO Employment Agreement, and in connection with his relocation to Westminster, Massachusetts, Mr. Shen was also entitled to assistance with temporary living arrangements and a relocation allowance of $35,000 at the time of his relocation.\n\nPursuant to the terms of the CEO Employment Agreement and subject to Mr. Shen’s execution of a release of claims in favor of the Company, in the event we terminate Mr. Shen’s employment without “cause” (as defined below) or Mr. Shen resigns his employment for “good reason” (as defined below) at any time during the six-month period following a change in control, he will be entitled to receive continuation of his base salary for twelve months following termination of his employment, payable under the Company’s normal payroll practices. We may terminate the CEO Employment Agreement for cause upon seven days written notice, during which period Mr. Shen may contest his termination before our board of directors.\n\nIn general, “cause” is defined as: (i) Mr. Shen’s refusal to perform material duties and responsibilities or follow legal and reasonable directive of the board of directors, (ii) the willful misappropriation of Company funds or property, (iii) any willful or intentional act which he should have reasonably anticipated would reasonably be expected to materially damage the Company’s reputation, business and/or relationships, (iv) excessive use of alcohol or use of illegal drugs, or (v) any material breach of the CEO Employment Agreement. Mr. Shen is also subject to a covenant not to compete with us for a period of 12 months following termination of the CEO Employment Agreement. In general, “good reason” is defined as: (A) a material adverse change in the duties, responsibilities or effective authority associated with his position, or (B) a material reduction by the Company of Mr. Shen’s base salary, each after Mr. Shen has given the Company written notice and the Company has failed to cure such act within 30 days following receipt of such notice.\n\n68\n\n[Table of Contents](#TOC)\n\nIn addition to the compensation and severance arrangements described above, the CEO Employment Agreement contains customary provisions (i) prohibiting Mr. Shen from divulging to third parties or using confidential information or trade secrets of the Company; (ii) confirming that all intellectual work products generated by Mr. Shen during the term of his employment with the Company are the sole property of the Company; and (iii) prohibiting Mr. Shen from competing against the Company, including by soliciting the Company’s employees or its current or prospective clients, until the one year anniversary of the termination of his employment.\n\n*Phillip Podgorski Employment Agreement*\n\nOn March 31, 2025, the Company executed an employment agreement with Mr. Podgorski (the “*CFO Employment Agreement*”) to serve as the Chief Financial Officer of the Company.\n\nPursuant to the CFO Employment Agreement, Mr. Podgorski receives an annual base salary of $265,000, which shall be increased an additional $10,000 on each of March 31, 2026 and March 31, 2027 and thereafter may be increased by order of the CEO, the Compensation Committee of the Board or the full Board; and received: (i) a relocation bonus of $50,000, (ii) a first year bonus of $60,000, and (iii) a one-time grant of 78,261 shares of the Company’s common stock pursuant to the TechPrecision Corporation 2016 Equity Incentive Plan, as amended (the *2016 Plan*), which shall vest in equal amounts annually for three years starting on March 31, 2026. Under the Employment Agreement, Mr. Podgorski also will be eligible to participate in Company benefits provided to other senior executives as well as benefits available to Company employees generally.\n\nIn addition to the compensation arrangements described above, the Employment Agreement contains customary provisions (i) prohibiting Mr. Podgorski from using or divulging to third parties confidential information or trade secrets of the Company; (ii) confirming that all intellectual work products generated by Mr. Podgorski during the term of his employment with the Company are the sole property of the Company; and (iii) prohibiting Mr. Podgorski from competing against the Company, including by soliciting the Company’s employees or its current or prospective clients, until the one-year anniversary of the termination of his employment. The Employment Agreement has an indefinite term and each of Mr. Podgorski and the Company may terminate the Employment Agreement upon the giving of written notice.\n\n*2016 Plan*\n\nThe purposes of the 2016 Plan are to: (a) enable the Company and its affiliated companies to recruit and retain highly qualified employees, directors and consultants; (b) provide those employees, directors and consultants with an incentive for productivity; and (c) provide those employees, directors and consultants with an opportunity to share in the growth and value of the Company.\n\nEmployees, directors, consultants and other individuals who provide services to the Company or its affiliates are eligible to be granted awards under the 2016 Plan; provided, however, that only employees of the Company or any parent company or subsidiary of the Company are eligible to be granted incentive stock options.\n\nAs of March 31, 2026, 152 employees and four non-employee directors are eligible to participate in the 2016 Plan, and there were outstanding options granted under the 2016 Plan to purchase 300,000 shares of our Common Stock with a weighted-average exercise price of $2.11. This amount included options granted to our chief executive officer to purchase 250,000 shares of our Common Stock. As of March 31, 2026, the closing price of our Common Stock was $3.01 per share.\n\n*Additional Retirement Benefits*\n\nDuring fiscal 2026, our chief executive officer and chief financial officer each participated in our qualified 401(k) plan that provides participants the opportunity to defer taxation on a portion of their income, up to limits set forth in the Internal Revenue Code and receive a matching Company contribution.\n\n*Compensation Policies and Practices and Risk Management*\n\nOne of the responsibilities of our board of directors, in its role in setting executive compensation and overseeing our various compensation programs, is to ensure that our compensation programs are structured so as to discourage inappropriate risk-taking. We believe that our existing compensation practices and policies for all employees, including executive officers, mitigate against this risk by, among other things, providing a meaningful portion of total compensation in the form of equity incentives. These equity incentives are awarded with either staggered or cliff vesting over several years, so as to promote long-term rather than short-term financial performance and to encourage employees to focus on sustained stock price appreciation. In addition, our existing compensation policies attempt to discourage employees from taking excessive risks to achieve individual performance objectives such as annual cash incentive\n\n69\n\n[Table of Contents](#TOC)\n\ncompensation and long-term incentive compensation which are based upon balanced company-wide, business unit and individual performance and base salaries structured to be consistent with an employee’s responsibilities and general market practices. The board of directors, as a whole, is responsible for monitoring our existing compensation practices and policies and investigating applicable enhancements to align our existing practices and policies with avoidance or elimination of risk and the enhancement of long-term stockholder value.\n\n*Board of Directors Compensation*\n\n*Fees and Equity Awards for Non-Employee Directors*\n\nThe annual fee structure for non-employee directors is as follows:\n\n​\n\n​\n\n​\n\n​\n\n**Fee Category**\n\n**  ​ ​ ​**\n\n**Fees**\n\nNon-employee directors\n\n​\n\n$\n\n24,000\n\nChair - Audit Committee\n\n​\n\n$\n\n7,500\n\nChairman of the Board\n\n​\n\n$\n\n20,000\n\nChair - Compensation or the Nominating and Governance Committee\n\n​\n\n$\n\n5,000\n\n​\n\nIn addition, our board of directors receives an annual grant of $45,000 of restricted stock under the 2016 TechPrecision Equity Incentive Plan (the “2016 Plan”), which shall vest on the one-year anniversary of the annual stockholders’ meeting immediately prior to such grant, subjected to continued service.\n\nDirector Compensation Table\n\nThe following table sets forth compensation paid to each non-employee director who served during the fiscal year ended March 31, 2026.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Fees**\n\n**  ​ ​ ​**\n\n**Stock**\n\n**  ​ ​ ​**\n\n​\n\n​\n\n**Name**\n\n​\n\n**Earned**(1)\n\n​\n\n**Awards**(2)(3)\n\n​\n\n**Totals**\n\nAndrew Levy\n\n​\n\n$\n\n14,500\n\n \n\n$\n\n117,426\n\n​\n\n$\n\n131,926\n\nWalter M. Schenker\n\n​\n\n$\n\n15,750\n\n \n\n$\n\n118,676\n\n​\n\n$\n\n134,426\n\nEugene Renuart, Jr.\n\n​\n\n$\n\n22,000\n\n \n\n$\n\n72,626\n\n​\n\n$\n\n94,626\n\nRobert Straus\n\n​\n\n$\n\n14,500\n\n \n\n$\n\n65,126\n\n​\n\n$\n\n79,626\n\n(1)\n\nThe members of the board of directors received one-half of the cash fees they were entitled to for fiscal 2026 in cash. The remaining one-half of all fees for fiscal 2026. service were paid in the form of Common Stock and, therefore, are reported in the Stock Awards column.\n\n(2)\n\nRepresents the aggregate grant date fair value of Stock Awards computed in accordance with ASC Topic 718. Key assumptions in calculating these amounts are outlined in Note 7 to our Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026. The Stock Awards consist of the following, which in the case of clauses (ii) and (iii) were granted pursuant to the 2016 Plan: (i) for Mr. Levy and Mr. Schenker only, an October 2, 2025 issuance of Common Stock with a fair value of $52,300 as compensation for services rendered in fiscal 2025; (ii) for each non-employee director, a March 6, 2026 grant of $45,000 of restricted stock as compensation for services rendered in fiscal 2026 that will vest October 28, 2026 (the one year anniversary of the annual meeting), subject to continued service until such date; and (iii) a March 6, 2026 issuance of Common Stock equal to one-half of the cash fees each director was entitled to for fiscal 2026 service (Mr. Levy and Mr. Straus - $14,000 each; Mr. Schenker - $15,750; and Mr. Renuart, Jr. - $22,000).\n\n(3)\n\nThe aggregate number of stock awards outstanding for each director as of March 31, 2026 is as follows:\n\n​\n\n​\n\n​\n\n​\n\n**Name**\n\n  ​ ​ ​\n\n**Shares Subject to Stock Awards Outstanding**\n\nAndrew Levy\n\n \n\n16,168\n\nWalter M. Schenker\n\n \n\n16,507\n\nEugene Renuart, Jr.\n\n \n\n18,206\n\nRobert Straus\n\n \n\n16,168\n\n​\n\n​"}