Francis J. Hughes, Jr.
About Francis J. Hughes, Jr.
Francis J. Hughes, Jr., age 74, is Chairman of the Board and an independent director of CPS Technologies. He has served on the Board since 1993 and was elected Chairman in June 2018. Hughes is President of American Research and Development Corporation (ARD), a venture capital firm, and previously spent five years at Boston Consulting Group. He holds S.B. and M.S. degrees from MIT and an M.B.A. from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Research and Development Corp. (ARD) | President | Since 1992 | Leads venture investments; co-founded multiple VC funds (ARD I–III, Hospitality Technology Fund, Egan-Managed Capital), bringing financial and operating expertise to CPS board deliberations . |
| Boston Consulting Group | Consultant | ~5 years prior to 1982 | Strategy/operations background cited in CPS bio as a qualification for board service . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company directorships | None disclosed | — | CPS proxy does not list any current public company board roles for Hughes . |
Board Governance
- Independence and structure: In 2025, CPS states the Board has five members, all determined independent under Nasdaq rules (including Rule 5605) and SEC Rule 10A-3; Hughes serves as Chairman. The Board sees no need for a separate lead independent director .
- Meetings and attendance: The Board met six times in FY2024; each director attended at least 75% of Board and applicable committee meetings .
- Risk oversight: Board and committees oversee risk; Audit Committee is “especially critical,” reviewing risk management and compliance programs .
- Committee assignments (current and prior): In 2025, Hughes serves on Audit and on Compensation & Nominating; Audit is chaired by Ralph Norwood; Compensation & Nominating is chaired by Grant Bennett . In 2024, Hughes chaired the Audit Committee and was deemed an “audit committee financial expert” by the Board .
| Committee | FY2024/FY2025 Role for Hughes | Committee Chair (FY2025) | Meetings in FY2024 |
|---|---|---|---|
| Audit | Member in 2025; Chair in 2024 | Ralph M. Norwood | 4 meetings . |
| Compensation & Nominating | Member (2025) | Grant C. Bennett | 1 meeting . |
Fixed Compensation
| Component (Director) | Amount | Detail/Notes |
|---|---|---|
| FY2024 Cash Fees (Hughes) | $18,000 | Includes quarterly stipend and per‑meeting fees; cash fees are paid to ARD at Hughes’s request (he is ARD’s President) . |
| Board meeting fee policy | $1,000 per Board meeting | “Unless waived” . |
| Quarterly director stipend | $3,000 per quarter | Paid in FY2024 . |
Performance Compensation
| Grant/Equity | Detail | Terms/Assumptions |
|---|---|---|
| FY2024 Option Award (Hughes) | 15,000 non‑qualified options granted Feb 28, 2024; grant-date fair value $23,297 recognized in FY2024 director comp table | Exercise price $2.34; vested in full on grant; 10‑year term; valuation assumptions: 0% dividend yield, 61.2% volatility, 4.28% risk‑free rate, 7.6‑year expected life . |
| Outstanding Options at FY2024 year‑end (Hughes) | 128,100 options, all fully vested and exercisable | As disclosed in director comp footnotes . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Interlocks/Shared directorships with customers/suppliers/competitors | None disclosed in the proxy . |
| Compensation consultant conflicts (committee) | Not discussed for directors; Compensation & Nominating Committee charter affirmed in Feb 2025 . |
Expertise & Qualifications
- Financial expertise; understanding of accounting practices and general accounting principles (cited by CPS as board qualifications) .
- Venture capital operating experience, including interim senior operating roles at emerging growth companies in high tech, contributing to strategic and business development oversight .
- Designated an “audit committee financial expert” by the Board in the 2024 proxy cycle .
Equity Ownership
| Holder | Shares Owned | Options (Presently Exercisable) | Total Beneficial Ownership | % of Outstanding | Basis/Notes |
|---|---|---|---|---|---|
| Francis J. Hughes, Jr. | 419,676 | 128,100 | 547,776 | 3.8% | As of March 10, 2025; 14,525,960 shares outstanding . |
Additional governance policies and disclosures relevant to ownership:
- Hedging/derivative policy: Directors and covered persons are prohibited from short sales and purchases or sales of puts, calls or other derivative securities based on CPS stock .
- Related‑party transactions: Company reports no related‑person transactions in FY2024 and no family relationships among directors/officers .
- Pledging: Company notes it knows of no arrangements (including any pledge) that may result in a change in control .
Director Voting Support and Say‑on‑Pay Signals
| Item (2025 Annual Meeting, April 29, 2025) | For | Against | Abstain |
|---|---|---|---|
| Election of Hughes as director | 4,757,655 (95.8%) | 187,683 | 22,507 |
| Advisory vote on executive compensation (Say‑on‑Pay) | 4,787,691 (96.4%) | 147,883 (3.0%) | 32,271 (0.6%) |
| Auditor ratification | 7,246,420 (94.6%) | 3,686 | 411,596 |
| Source: Form 8‑K, Item 5.07 (May 1, 2025) . |
Governance Assessment
- Board effectiveness and engagement: Hughes has chaired the Board since 2018, and served as Audit Chair in 2023 before rotating to member in 2025—this evolution supports healthy refreshment and the placement of a former CFO (Norwood) as Audit Chair. Attendance met the 75% threshold and committees completed required meetings (Audit: 4; Comp/Nom: 1) .
- Independence and alignment: In 2025 all five directors, including Hughes, are deemed independent under Nasdaq rules, and Hughes holds a meaningful 3.8% stake (547,776 shares including 128,100 options), creating alignment with shareholders .
- Compensation mix and incentives: Director pay is modest for a micro-cap and split between cash ($18,000) and at‑grant options ($23,297 FV; 15,000 options at $2.34, immediate vest, 10‑year term). Immediate vesting options reduce retention incentives versus time‑vesting equity but maintain equity linkage; cash fees are small and policy-based (stipend + per‑meeting fee) .
- Potential conflicts/related‑party exposure: Cash director fees for Hughes are paid to ARD at his request (he is ARD President). CPS discloses no related‑person transactions in FY2024. While not a related‑party transaction per se, routing fees to ARD can present optics risks; monitoring is warranted for any CPS business with ARD‑affiliated entities. No hedging permitted; no pledging arrangements noted that could lead to a change in control .
- Shareholder support signals: Strong investor backing—Hughes received 95.8% “For” votes; say‑on‑pay passed with 96.4% support—suggests broad confidence in governance and pay practices .
Overall, Hughes brings deep financial and operating acumen, venture governance experience, and significant ownership. Key watch items include ongoing confirmation of independence (given long tenure and board chair role), the structure of director equity (immediate vesting options), and any future ARD linkages that could create related‑party perceptions .