Grant C. Bennett
About Grant C. Bennett
Grant C. Bennett, age 70, is an independent director of CPS Technologies Corp. and has served on the Board since 1992; he was President & CEO from September 1992 until retiring from those roles in June 2021. He previously served as Vice President of Business Development (1985–1992) and was a consultant at Bain & Company; he holds a B.A. from the University of Utah and an M.S. from MIT . The Board has determined he is “independent” under Nasdaq Listing Rule 5605 and Exchange Act Rule 10A‑3, with no relationships considered in making the determination .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CPS Technologies Corp. | President & CEO | 1992–2021 | Retired June 2021 |
| CPS Technologies Corp. | VP, Business Development | 1985–1992 | Prior to CEO role |
| Bain & Company | Consultant | Pre‑1985 | Strategy/consulting background |
External Roles
- No other public company board directorships or external committee roles are disclosed for Bennett in the CPSH proxy .
Board Governance
- Independence: The Board is composed of five members; all are determined independent under Nasdaq Listing Rule 5605 and Rule 10A‑3, with no other relationships considered for independence .
- Committee assignments: Bennett is Chair of the Compensation & Nominating Committee; he is not a member of the Audit Committee .
- Board and committee meetings: The Board met six times in fiscal 2024; each director attended at least 75% of Board and applicable committee meetings .
- Director attendance at annual meeting: All directors attended the 2024 Annual Meeting (in person or by phone) .
- Lead independent director: The Board believes designating a lead independent director is not necessary .
- Committee charters: Audit Committee and Compensation & Nominating Committee charters were reviewed/affirmed in February 2025 without change; Audit Committee held four meetings in 2024 and Compensation Committee held one meeting .
Committee Structure and Roles
| Committee | Members | Chair | 2024 Meetings | Key responsibilities |
|---|---|---|---|---|
| Audit | Norwood, Hughes, Cavoli, Snow | Norwood | 4 | Financial reporting oversight; appoint/audit auditor; risk/compliance |
| Compensation & Nominating | Bennett, Cavoli, Snow, Hughes | Bennett | 1 | Director/executive pay; board composition; governance/nomination |
Fixed Compensation (Director)
| Component | Amount | Vesting/Terms | Source |
|---|---|---|---|
| Cash fees (quarterly stipend + meeting fees) | $18,000 | Stipend $3,000 per quarter; $1,000 per meeting (unless waived) | |
| Option award grant-date fair value | $23,297 | 15,000 options @ $2.34; vested immediately; 10-year term | |
| Total (cash + equity fair value) | $41,297 | — |
Notes:
- Directors receive quarterly stipends and meeting fees; reimbursement of reasonable travel expenses is permitted .
- In February 2024, Bennett received 15,000 options at $2.34, fully vested on grant; fair value estimated per Black‑Scholes .
Performance Compensation (Director Equity Awards)
| Grant date | Type | Shares | Exercise price | Vesting | Term |
|---|---|---|---|---|---|
| Feb 28, 2024 | Non‑qualified stock options | 15,000 | $2.34 | Vested immediately | 10 years |
| Feb 28, 2025 | Non‑qualified stock options | 15,000 | $1.59 | Vested immediately | 10 years |
- No RSUs/PSUs or performance conditions for director equity awards are disclosed; director awards were time‑zero vested options .
- No director‑specific performance metrics tied to compensation (e.g., revenue, EBITDA, TSR) are disclosed .
Equity Ownership
| Holder | Shares owned | Presently exercisable options | Total beneficial ownership | % of shares outstanding |
|---|---|---|---|---|
| Grant C. Bennett | 1,269,554 | 47,600 | 1,317,154 | 9.1% |
Additional detail:
- As of FY2024 year‑end, Bennett had 32,600 options outstanding, all fully vested/exercisable; the Feb 28, 2025 15,000 immediate‑vest option increased Presently Exercisable Options reflected in the March 10, 2025 ownership table .
- Company policy prohibits short sales and derivative transactions by directors (hedging ban); no pledging disclosures are provided .
Other Directorships & Interlocks
- No other public company directorships for Bennett are disclosed in the CPSH proxy; the proxy discloses external board service for other directors where applicable (e.g., Norwood at Technical Communications Corp.), but none for Bennett .
- Related‑party transactions: None involving directors/officers in FY2024; no family relationships disclosed .
Expertise & Qualifications
- Strategic/technical leadership, financial acumen, deep knowledge of CPS products, clients, and industry; prior Bain consulting; education: B.A. (University of Utah), M.S. (MIT) .
Governance Assessment
- Independence and roles: Bennett is classified independent and chairs the Compensation & Nominating Committee, central to pay/governance decisions .
- Attendance/engagement: Board met six times in FY2024; Bennett met the ≥75% attendance threshold; all directors attended the 2024 annual meeting .
- Ownership alignment: Bennett beneficially owns ~9.1% of CPSH, including 47,600 presently exercisable options, indicating significant skin‑in‑the‑game .
- Director pay mix: Modest cash ($18,000) plus immediately‑vesting options (grant‑date FV $23,297) in 2024; additional 15,000 options granted in 2025 at $1.59, also immediately vesting .
- Related‑party/conflicts: No related‑person transactions in 2024; hedging ban in place; no disclosure of pledging; Section 16 compliance exceptions noted for Cavoli and Snow, none for Bennett .
- Shareholder support signals: Say‑on‑pay approvals were 96.1% (2024) and 96.4% (2025), reflecting strong investor support for compensation practices .
Say‑on‑Pay and Meeting Vote Results
| Year | Say‑on‑Pay For (%) | Director election For (%) – Bennett | Quorum/Participation |
|---|---|---|---|
| 2024 | 96.1% | 95.5% (For: 3,688,348; Against: 161,323; Abstain: 10,834) | 50.8% of eligible shares present |
| 2025 | 96.4% | 87.8% (For: 4,360,963; Against: 584,475; Abstain: 22,407) | 52.7% of eligible shares present |
Director Compensation Details
| Item | 2024 Amount/Terms |
|---|---|
| Quarterly stipend | $3,000 per quarter |
| Meeting fees | $1,000 per meeting (unless waived) |
| Cash fees paid | $18,000 (Bennett) |
| 2024 option grant | 15,000 options @ $2.34, immediate vest, 10‑year term; FV $23,297 |
| 2025 option grant | 15,000 options @ $1.59, immediate vest, 10‑year term |
Insider Transactions (reference)
- Stock gift: 17,640 shares on Nov 25, 2024; aggregate shares owned ~1.269M at the time .
- Historical sale: 100,000 shares sold on Mar 9, 2021 (contextual history) .
RED FLAGS
- None disclosed in 2024 related‑party transactions; hedging/derivatives prohibited by policy .
- The Board states a lead independent director is not needed; investors may monitor the effectiveness of independent oversight given Bennett’s role as former CEO and current Compensation & Nominating Committee Chair, noting the Board’s independence determination covers all directors .