Daniel C. Snow, Ph.D.
About Daniel C. Snow, Ph.D.
Independent director of CPS Technologies since 2008; age 53 as of the March 10, 2025 record date. He is an associate professor at BYU’s Marriott School (since 2010), with prior faculty appointments at Harvard Business School (2004–2010), visiting roles at HBS and Tuck (2015–2016), and as an associate professor at Oxford (2018–2020); earlier, he was a financial analyst at Ford. Education: BA and MBA from Brigham Young University; Ph.D. from UC Berkeley. Research focus: technological innovation and the interplay between old and new technologies. The Board has determined all directors, including Dr. Snow, are independent under Nasdaq rules and SEC Rule 10A‑3.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brigham Young University (Marriott School) | Associate Professor | 2010–present | Academic expertise in innovation; informs audit oversight and strategy. |
| Oxford University (UK) | Associate Professor | 2018–2020 | Academic innovation research; external perspective. |
| Harvard Business School | Faculty (Assistant/Associate Professor) | 2004–2010 | Business/management scholarship. |
| Harvard Business School; Tuck School (Dartmouth) | Visiting Professor | 2015–2016 | Exposure to diverse business curricula. |
| Ford Motor Company | Financial Analyst | Prior to academia | Financial analysis experience relevant to Audit Committee service. |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Brigham Young University (Marriott School) | Associate Professor | Current (since 2010) | Ongoing academic appointment. |
| Other public company directorships | — | — | None disclosed in the 2025 proxy biography. |
Board Governance
- Independence: CPS Board is composed entirely of independent directors under Nasdaq rules; Dr. Snow is independent.
- Board/committee attendance: In FY2024, the Board held six meetings; each director attended at least 75% of Board and committee meetings.
- Annual meeting attendance: All then-current directors attended the 2024 annual meeting (in person or by phone).
- Lead independent director: Not designated; the Board believes a lead independent director is unnecessary; Chairman is Francis J. Hughes, Jr.
- Years of service on CPS Board: Since 2008.
| Committee (FY2024) | Role | Meetings (FY2024) | Notes |
|---|---|---|---|
| Audit Committee | Member | 4 | Chair: Ralph M. Norwood; committee independent; Norwood designated audit committee financial expert. |
| Compensation & Nominating Committee | Member | 1 | Chair: Grant C. Bennett; committee independent. |
Fixed Compensation (Director)
| Component | 2024 Amount/Policy | Notes |
|---|---|---|
| Quarterly Board retainer | $3,000 per quarter | Standard for FY2024. |
| Board/committee meeting fees | $1,000 per meeting (unless waived) | Standard policy. |
| Cash fees received (Dr. Snow) | $18,000 (FY2024) | Fees earned/paid in cash. |
Performance Compensation (Director Equity)
| Grant Date | Award Type | Shares | Exercise Price | Vesting | Term/Expiration | Grant-date Fair Value |
|---|---|---|---|---|---|---|
| 2024-02-28 | Non-qualified stock options | 15,000 | $2.34 | Vested in full at grant | 10 years | $23,297 |
| 2025-02-28 | Non-statutory stock options | 15,000 | $1.59 | Vested in full at grant | 10 years | — (disclosed as grant; no fair value table) |
- Director equity for 2024 consisted of immediately-vested options; policy permits option grants to directors, typically fully exercisable at grant.
- Committee charters were reviewed and affirmed in February 2025 without change.
Other Directorships & Interlocks
- Other public company boards: None disclosed for Dr. Snow in the 2025 proxy biography.
- Related-party transactions: None in 2024; no family relationships among directors/executives; no material adverse proceedings involving directors.
- Compensation Committee independence: All members independent; no compensation consultants employed in 2024 (committee reserves right to engage).
Expertise & Qualifications
- Academic expertise in technological innovation; business and management experience from faculty roles.
- Prior financial analyst experience (Ford) enhances audit oversight capability; cited by the Board as strengthening Audit Committee functioning.
- Education: BA/MBA (BYU), Ph.D. (UC Berkeley).
Equity Ownership (Alignment)
| Category | Amount | Notes |
|---|---|---|
| Shares owned (direct) | 8,608 | As of March 10, 2025. |
| Presently exercisable options (within 60 days) | 53,100 | As of March 10, 2025. |
| Total beneficial ownership | 61,708 | As of March 10, 2025. |
| Ownership as % of outstanding | <1% (“*” in table) | Based on 14,525,960 shares outstanding. |
| Options outstanding at FY2024-end | 38,100 (all vested) | All fully vested and exercisable at FY-end. |
- Hedging/derivatives policy: Prohibits short sales and purchases/sales of puts, calls, or other derivative securities by directors and covered persons; Company maintains an Insider Trading Policy.
Governance Assessment
- Strengths: Independent director; serves on both Audit and Compensation & Nominating Committees; Board-wide ≥75% attendance; no related-party transactions in 2024; robust hedging/derivatives prohibitions; committee charters affirmed in Feb 2025.
- Alignment: Receives annual equity via stock options; 2024 grant vested immediately (15,000 at $2.34); additional 15,000 options granted on Feb 28, 2025 at $1.59, vested immediately; holds 8,608 shares and 53,100 presently exercisable options as of March 10, 2025.
- Watch items:
- Section 16(a) compliance: Dr. Snow’s Form 4 due March 14, 2024 was filed March 19, 2024. This isolated late filing is noted in the proxy.
- Tenure: Long-serving director since 2008 (continuity vs. refreshment considerations for investors).