I. James Cavoli
About I. James Cavoli
I. James Cavoli, age 62, joined the CPS Technologies Board on December 3, 2024. He served as President of Swagelok Company until his retirement in January 2025; previously COO (2020), CFO (2014), and VP Distributor Support Services, having joined Swagelok in 2010 as Director, Strategic Sales. He holds BS degrees in accounting and international management from Georgetown University and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Swagelok Company | President | 2021–Jan 2025 | Grew market cap by 75% during tenure |
| Swagelok Company | Chief Operating Officer | 2020 | — |
| Swagelok Company | Vice President & Chief Financial Officer | 2014 | — |
| Swagelok Company | Director, Strategic Sales; later VP Distributor Support Services | Joined 2010 | — |
| U.S. Army | Captain | Not specified | — |
| Ford Motor Company | Finance Manager | Not specified | — |
| Progressive Insurance | General Manager | Not specified | — |
| LS Insights | Founder | 2004 | National financial brokerage firm |
External Roles
- No other public company directorships disclosed for Mr. Cavoli in CPS’s proxy or related filings .
Board Governance
- Independence: The five-member CPS Board determined all directors, including Cavoli, are independent under Nasdaq Listing Rule 5605 and Exchange Act Rule 10A‑3 .
- Committees and roles:
- Audit Committee: Members – Ralph M. Norwood (Chair), Francis J. Hughes Jr., I. James Cavoli, Daniel C. Snow; held 4 meetings in 2024; charter affirmed Feb 2025; all members independent .
- Compensation & Nominating Committee: Members – Grant C. Bennett (Chair), I. James Cavoli, Daniel C. Snow, Francis J. Hughes Jr.; held 1 meeting in 2024; charter affirmed Feb 2025; all members independent .
- Attendance: Board held 6 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Shareholder support: At the April 29, 2025 Annual Meeting, Cavoli received 4,943,674 “For” votes (99.5%), with 8,497 “Against” and 15,674 “Abstained” .
Fixed Compensation
| Component | Detail | 2024 Amount (USD) |
|---|---|---|
| Cash fees | Board/committee fees; $1,000 per meeting; quarterly stipend $3,000 (standard policy) | $2,000 |
| Cash fee payee | Paid to Brenta Group LLC at Cavoli’s request (he is sole member) | — |
| Other cash | Reimbursement of reasonable out-of-pocket expenses (policy) | — |
Board members are entitled to $1,000 per meeting and a $3,000 quarterly stipend; Cavoli joined in December 2024, explaining the lower cash fees .
Performance Compensation
| Award Type | Grant Date | Shares/Options | Strike Price | Vesting | Term | Fair Value (USD) |
|---|---|---|---|---|---|---|
| Non-qualified stock options | Dec 10, 2024 | 15,000 | $1.58 | Vested immediately | 10 years | $15,693 |
| Valuation assumptions | Dec 10, 2024 grant | — | — | — | — | 0% dividend, 61.2% vol, 4.16% risk-free, 7.6-year life |
Performance Metrics Tied to Director Compensation
| Metric | Target | Actual | Weight | Notes |
|---|---|---|---|---|
| Performance conditions for director equity | None disclosed | N/A | N/A | 2024 director options vested immediately; no performance metrics disclosed |
Other Directorships & Interlocks
- None disclosed for Cavoli; no related-person transactions reported in 2024, and no family relationships among directors/officers .
Expertise & Qualifications
- Significant experience in worldwide sales/marketing, international business, operations, and finance; qualifications cited by CPS for Board service .
- Recognized operating leadership (Swagelok President/COO/CFO) with growth execution; Harvard MBA; Georgetown BS in accounting and international management .
Equity Ownership
| Holder | Beneficial Ownership (shares) | Percent of Class | Breakdown | As-of |
|---|---|---|---|---|
| I. James Cavoli | 30,000 | * | Consists of shares issuable upon exercise of Presently Exercisable Options; footnote (4) specifies 30,000 options | March 10, 2025 |
| Shares outstanding | 14,525,960 | — | — | March 10, 2025 |
As of fiscal year-end 2024, Cavoli had 15,000 options outstanding, fully vested and exercisable; by March 10, 2025, beneficial ownership reflects 30,000 Presently Exercisable Options .
Insider Filings and Trading Policies
| Filing | Due Date | Filed Date | Notes |
|---|---|---|---|
| Form 3 (initial) | Dec 13, 2024 | Dec 19, 2024 | Delay due to initial CIK acquisition; noted as an exception in Section 16(a) compliance |
| Form 4 | Dec 11, 2024 | Dec 19, 2024 | Same reason; reported late filing |
- Hedging/derivatives: Company prohibits short sales and purchases/sales of puts, calls, or other derivative securities by directors, employees, certain family members, and controlled entities; maintains an Insider Trading Policy .
Governance Assessment
- Committee coverage and independence: Cavoli serves on both Audit and Compensation & Nominating committees; CPS affirms committee independence and annually reviews charters—positive for board effectiveness and oversight quality .
- Attendance and engagement: Board met six times; each director attended at least 75% of applicable meetings—meets minimum engagement expectations .
- Ownership alignment: Beneficial ownership reflects options (30,000 Presently Exercisable Options) with immediate vesting; no director stock ownership guidelines disclosed—alignment via equity exists but lacks performance-based conditions and guideline disclosure .
- Compensation mix: 2024 director pay for Cavoli skewed to equity options ($15,693 fair value) with minimal cash ($2,000) due to late-year appointment; options vest immediately, not performance-conditioned—neutral-to-modest alignment signal, but absence of performance metrics reduces pay-for-performance rigor .
- Shareholder support: Cavoli received 99.5% “For” votes; say-on-pay received 96.4% approval—strong investor confidence in board slate and compensation governance .
- Conflicts/related party: Cash fees directed to Brenta Group LLC (sole member Cavoli) are disclosed; CPS reports no related‑person transactions in 2024—monitor but not a current red flag per company disclosure .
- RED FLAGS: Minor Section 16(a) late filings (Form 3 and 4) attributed to CIK code acquisition delays; no hedging/pledging or related‑party transactions disclosed—low severity governance risk noted and remediated .
Overall, Cavoli brings deep operating and financial expertise and has high shareholder support. Committee service and independence are strong; equity-based compensation exists but lacks performance conditions, and director ownership guideline disclosure is absent. Late initial insider filings were explained; no related-party transactions are reported .