Charles K. Griffith, Jr.
About Charles K. Griffith, Jr.
Chief Financial Officer of CPS Technologies since May 2019; served as Acting President from April–August 2023, providing continuity during CEO transition . Age 71, with an accounting degree from The College of William & Mary and an MBA from Bryant University; prior finance leadership roles at SPRI Clinical Trials Global and Vertex Distribution . Company performance under his finance tenure has been mixed: revenue fell to $21.1M in 2024 from $27.6M in 2023 while net income moved from $1.37M to a loss of $(3.14)M; CPS’s three-year TSR (value of an initial $100 investment) tracked 117.47 (2022), 102.62 (2023), and 70.74 (2024) . CPS maintains an SEC-adopted compensation clawback policy (July 12, 2023), and prohibits insider short sales and derivatives, supporting alignment and compliance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| SPRI Clinical Trials Global, LLC | Chief Financial Officer | May 2007–Dec 2018 | Led finance for a clinical trials manager; multi-year CFO tenure |
| Vertex Distribution (Pawtucket/Bell Fasteners) | Vice President – Finance | ~27 years | Long-tenure finance leadership in manufacturing/distribution |
| CPS Technologies | Acting President | Apr–Aug 2023 | Bridged leadership; ensured operational continuity pre-CEO hire |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No current outside directorships or board roles disclosed for Griffith |
Fixed Compensation
| Year | Base salary ($) | Target bonus (%) | Actual bonus ($) | Notes |
|---|---|---|---|---|
| 2024 | 210,000 | Not disclosed | 0 | No salary increases or bonuses for NEOs in 2024 |
| 2023 | 210,000 | Not disclosed | 80,000 + 20,000 acting PEO bonus | Acting President bonus for Apr–Jun 2023 |
| 2022 | 190,000 | Not disclosed | 55,250 | Bonuses based on 2021 record results |
Performance Compensation
- Annual bonus design: tied to corporate sales and earnings targets set by the Compensation Committee; decisions consider individual objectives and company financial plan; 2024 paid no bonuses .
Equity awards – grants and terms (CFO)
| Grant date | Shares | Type | Exercise price ($) | Vesting | Fair value disclosure |
|---|---|---|---|---|---|
| Feb 28, 2024 | 15,000 | ISO | 2.34 | Five equal annual installments starting first anniversary; 10-year term | Black-Scholes assumptions disclosed (vol 61.2%, RF ~4.26%) |
| Apr 25, 2023 | 15,000 | ISO | 2.66 | Five equal annual installments; 10-year term | Black-Scholes assumptions disclosed (vol 59.7%, RF 3.43%) |
| May 13, 2021 | 5,000 | ISO | 5.11 | Five equal annual installments; 10-year term | Black-Scholes assumptions cited |
| Mar 3, 2020 | 6,000 | ISO | 1.49 | Five equal annual installments; 10-year term | Grants disclosed in outstanding table |
| Apr 8, 2019 | 40,000 | ISO | 1.55 | Five equal annual installments; 10-year term | Grants disclosed in outstanding table |
Outstanding equity at FY 2024 (CFO)
| Category | Count (#) | Exercise price ($) | Expiration | Status |
|---|---|---|---|---|
| Options (2019) | 40,000 | 1.55 | 4/8/2029 | Exercisable |
| Options (2020) | 3,000 + 3,000 | 1.49 | 3/3/2030 | Ex/Unexercisable |
| Options (2021) | 3,000 + 2,000 | 5.11 | 5/13/2031 | Ex/Unexercisable |
| Options (2023) | 3,000 + 12,000 | 2.66 | 4/25/2033 | Ex/Unexercisable |
| Options (2024) | 15,000 | 2.34 | 2/28/2034 | Unexercisable (vests over 5 years) |
Vesting schedule visibility (selling pressure signals)
- Apr 25, 2023 grant: 3,000 shares vest annually 2024–2028 .
- Feb 28, 2024 grant: 3,000 shares vest annually 2025–2029 .
- Older grants largely in-the-money and materially exercisable, supporting optionality; total presently exercisable options for CFO were 58,000 at March 10, 2025 .
Equity Ownership & Alignment
| As-of date | Shares owned | Presently exercisable options | Total beneficial ownership | % of class |
|---|---|---|---|---|
| Mar 10, 2025 | 37,792 | 58,000 | 95,792 | * (less than 1%) |
| Mar 6, 2024 | 35,792 | 49,000 | 84,792 | * (less than 1%) |
- Hedging/derivatives: Company prohibits short sales and purchases/sales of puts/calls/other derivatives by directors and employees .
- Pledging: No pledges disclosed; the company states it knows of no arrangements (including any pledge) leading to change of control .
- Ownership guidelines: The Committee uses informal long-term beneficial ownership targets for executives when sizing option awards; no formal multiple-of-salary guidelines disclosed .
Recent insider trading activity (signal)
| Date | Transaction | Shares | Price ($) | Value ($) | Post-transaction direct holdings |
|---|---|---|---|---|---|
| Oct 8, 2025 | Purchase (open market) | 4,000 | 3.00 | 12,000 | 41,792 |
Note: Insider buying in 2025 is a positive alignment signal; holdings figures after the transaction are reported in third-party coverage alongside SEC Form 4 references .
Employment Terms
- Start & tenure: Joined CPS April 2019; became CFO May 2019; served as Acting President April–August 2023 .
- Change-of-control agreement (June 17, 2022): 12 months of salary continuation; Company-paid portion of COBRA reimbursement during continuation period; full acceleration of any unvested stock options upon qualifying termination in connection with a change of control; indemnification provisions .
- Restrictive covenants: Non-compete and non-solicitation during employment and for 12 months post-termination; non-disparagement .
- Clawback policy: Board adopted a recovery policy for erroneously awarded compensation (Exhibit 97) on July 12, 2023 .
- Perquisites: Life insurance and optional 401(k) match consistent with broad employee benefits; no executive-specific perquisites disclosed .
Performance & Track Record
Company-level outcomes during his finance tenure:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – $100 initial investment equivalent | 117.47 | 102.62 | 70.74 |
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($) | 27,550,646 | 21,123,346 |
| Net income ($) | 1,370,296 | (3,135,449) |
Context: 2024 revenue decline was driven by completion of a large armor contract and ramp costs to expand AlSiC baseplate production; operating loss reflects fixed-cost deleveraging and ramp investments .
Compensation Structure Analysis
- Mix shift: 2024 reduced cash at-risk (no bonus) with modest equity via options, lowering variable pay versus 2023 when bonuses were awarded (including acting PEO bonus) .
- Option-heavy incentives: CFO equity grants remain predominately stock options (no RSUs/PSUs disclosed), which are value-realization dependent on stock appreciation and vest over five years—retention-oriented but lower direct cash certainty .
Risk Indicators & Red Flags
- Legal proceedings: None material for directors/executives; company reports no material litigation .
- Hedging/derivatives: Prohibited for insiders; mitigates misalignment risks .
- Pledging: Not disclosed; no known pledge arrangements affecting control .
- Governance controls: Audit and Compensation committees composed of independent directors; charters affirmed in 2025; say-on-pay presented annually .
Investment Implications
- Alignment: Modest direct share ownership and recent insider buying are positives; option-heavy grants vest evenly, suggesting limited annual incremental selling pressure (~3,000 shares/year per 2023/2024 grant) absent discretionary exercises .
- Event risk: CFO’s COC terms include single-trigger acceleration of options upon change-of-control termination, which can amplify event-driven optionality and retention protection; not overly rich (12 months salary) but relevant for M&A scenarios .
- Performance sensitivity: Bonuses tie to sales and earnings objectives, but 2024’s no-bonus outcome demonstrates pay-for-performance discipline amid revenue decline—potentially supportive of investor confidence in compensation governance .
- Near-term signals: Insider purchase in Oct 2025 indicates CFO confidence; however, company-level margin recovery and revenue mix shifts (post-armor completion) remain key to unlocking compensation-linked value creation and equity upside .