Brian Mackey
About Brian Mackey
Brian T. Mackey is President and Chief Executive Officer of CPS Technologies, age 55, with a B.S. in Engineering from the United States Military Academy and an MBA from the Wharton School; he joined CPS in August 2023 after serving as CEO of Engi‑Mat, and earlier in senior roles at Synchrony (COO) and Dresser‑Rand/Siemens (GM of Synchrony Business Unit), and as an officer in the U.S. Army Corps of Engineers . CPS recorded a net loss of $3.135 million in FY 2024 with TSR falling to 70.74, followed by operational momentum in 2025 including record quarterly revenues and returns to profitability, reflecting focus on margin expansion and diversification under Mackey’s leadership . CPS manages as a single segment, and Mackey is identified as the company’s chief operating decision maker using revenue, gross margin, and net income to allocate resources and assess performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Engi‑Mat Co. | Chief Executive Officer | 2018–Aug 2023 | Developed and produced metal oxide and ceramic nanomaterials; commercialization leadership . |
| Synchrony, Inc. | Chief Operating Officer | Until 2012 | Scaled advanced magnetic bearing systems; role ended upon acquisition by Dresser‑Rand in 2012 . |
| Dresser‑Rand/Siemens (Synchrony Business Unit) | General Manager | Post‑2012 | Led advanced magnetic bearing systems for high‑speed rotating machinery . |
| U.S. Army Corps of Engineers | Officer | Not disclosed | Operational leadership; Senior Parachutist and Ranger certifications . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| No public company directorships disclosed | — | — | Company discloses no related party transactions and lists no outside public directorships for Mackey . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 119,505 | Not disclosed | 60,000 | 44,154 | 592,511 |
| 2024 | 300,000 | Not disclosed | 0 | 13,800 | 333,389 |
Notes:
- “All Other Compensation” includes $40,000 relocation for 2023 and 401(k) contributions per company formula; executives also receive company‑paid life insurance and may receive retirement plan matching when financial condition permits .
Performance Compensation
Annual Cash Incentive Plan
Bonuses are discretionary and tied primarily to achievement of corporate sales and earnings targets with milestones set annually by the Compensation Committee; shareholder return is not considered in determining compensation outcomes .
| Year | Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|---|
| 2023 | Sales and earnings goals (corporate and individual) | Not disclosed | Not disclosed | Achieved (per committee assessment) | 60,000 | N/A |
| 2024 | Sales and earnings goals (corporate and individual) | Not disclosed | Not disclosed | Not earned (no bonuses) | 0 | N/A |
Equity Option Awards (CEO)
| Grant Date | Type | Shares | Strike ($) | Expiration | Vesting Schedule | Grant‑Date Fair Value ($) |
|---|---|---|---|---|---|---|
| Aug 1, 2023 | ISO | 200,000 | 2.93 | Aug 1, 2033 | 5 equal annual installments starting Aug 1, 2024 | 368,852 |
| Feb 28, 2024 | ISO | 15,000 | 2.34 | Feb 28, 2034 | 5 equal annual installments starting Feb 28, 2025 | 19,589 |
Fair value methodology: Black‑Scholes with disclosed assumptions; no dividends; expected vol. ~60%; risk‑free ~4.2–4.3%; expected life 5 years .
Vesting Schedule (CEO Options)
| Vest Date | Options Vesting (#) |
|---|---|
| Aug 1, 2024 | 40,000 (20% of 200,000) |
| Aug 1, 2025 | 40,000 |
| Aug 1, 2026 | 40,000 |
| Aug 1, 2027 | 40,000 |
| Aug 1, 2028 | 40,000 |
| Feb 28, 2025 | 3,000 (20% of 15,000) |
| Feb 28, 2026 | 3,000 |
| Feb 28, 2027 | 3,000 |
| Feb 28, 2028 | 3,000 |
| Feb 28, 2029 | 3,000 |
Equity Ownership & Alignment
| As of Date | Direct Shares Owned | Options Exercisable (#) | Options Unexercisable (#) | Shares Outstanding | Ownership % | Shares Pledged | Ownership Guidelines |
|---|---|---|---|---|---|---|---|
| Mar 10, 2025 | Not disclosed | 43,000 | Not disclosed (see FY table below) | 14,525,960 | ~0.30% (43,000 / 14,525,960) | None disclosed; Company knows of no pledge arrangements that may result in change of control | Informal beneficial ownership targets considered for officers; no formal multiple‑of‑salary guideline disclosed |
Outstanding CEO options at FY‑end:
- As of Dec 28, 2024: 40,000 exercisable; 160,000 unexercisable (2023 grant); 15,000 unexercisable (2024 grant) .
Policies:
- Hedging/derivatives prohibited for directors, officers, employees and certain family members; Insider Trading Policy maintained .
- No related party transactions in FY 2024; no arrangements that may result in a change in control .
Employment Terms
| Item | Terms |
|---|---|
| Start date and role | Joined CPS as President and CEO in August 2023 . |
| Base salary | $300,000 initial annual salary at hire . |
| Severance | 12 months salary continuation upon qualifying termination (including without cause), plus Company‑paid portion of COBRA for duration of salary continuation if elected . |
| Change of control | Accelerated vesting of all outstanding and unvested stock options upon change of control or change‑in‑control termination, subject to conditions . |
| Indemnification | Employment agreement provides for indemnification under certain circumstances . |
| Non‑compete / non‑solicit | Not disclosed for Mackey; Company disclosed non‑compete for other executives (CFO/Barton) for 12 months post‑termination . |
| Perquisites | Company‑paid life insurance and optional retirement plan match; general employee benefit plans participation . |
| Clawbacks / gross‑ups | Not disclosed; Company notes Section 162(m) tax considerations and expects compensation below deductibility limits . |
Performance & Track Record
| Year | TSR (Value of $100 Investment) | Net Income ($000s) |
|---|---|---|
| 2022 | 117.47 | 2,131 |
| 2023 | 102.62 | 1,370 |
| 2024 | 70.74 | (3,135) |
Execution highlights under Mackey:
- 2025 Q1: Record revenue $7.5M; return to profitability; gross margin 16.4%; net income $0.1M; three new Phase I Army SBIR contracts .
- 2025 Q2: Record revenue $8.1M; gross margin 16.5%; continued profitability; fourth SBIR award; initial AlMax order and commercialization progress within 18 months of acquisition .
- 2025 Q3: Record revenue $8.8M; operating profit $0.3M; $15.5M follow‑on contract with major semiconductor manufacturer; additional DOE SBIR and Army STTR awards; $9.5M capital raise to expand production capacity .
Investment Implications
- Pay‑for‑performance: Cash bonuses are tied to sales and earnings objectives and were zero in 2024 amid a company loss, signaling discipline; however, the Board explicitly does not consider shareholder return in compensation decisions, which may weaken alignment with TSR outcomes .
- Retention and selling pressure: Option‑only equity with 5‑year ratable vesting creates ongoing annual vest events (40k each Aug 1 from 2024–2028; 3k each Feb 28 from 2025–2029), potentially adding incremental selling pressure around those dates; no pledging disclosed and hedging is prohibited, reducing alignment red flags .
- Ownership alignment: Mackey’s beneficial ownership is primarily via options (43k vested as of March 10, 2025, ~0.30% of shares), with informal beneficial ownership targets rather than formal ownership guidelines; alignment improves as vesting accrues but remains modest currently .
- Change‑of‑control economics: Single‑trigger acceleration of unvested options upon change of control or CIC termination and 12‑month salary continuation provide moderate protections without disclosed tax gross‑ups; COBRA reimbursement is included during salary continuation .
- Execution risk vs. value creation: After a difficult FY 2024, Mackey’s 2025 trajectory shows record quarterly revenues, margin improvements, and strategic contract awards and capital raise to expand capacity; sustaining profitability and margin expansion is key to translating operational gains into TSR recovery .