Ralph M. Norwood
About Ralph M. Norwood
Ralph M. Norwood (age 81) has served as an independent director of CPS Technologies Corp. since August 2019 and is designated by the Board as an audit committee financial expert. He is a CPA with a B.S. from the University of New Hampshire and an MBA from the University of Virginia’s Darden School; he previously served as CPS’s CFO (2011–2019) and is a U.S. Army veteran (active duty 1968–1970). As of 2025, the Board determined all directors, including Norwood, are independent under Nasdaq Listing Rule 5605 and Exchange Act Rule 10A-3.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CPS Technologies Corp. | Chief Financial Officer | Sep 2011 – May 2019 | Led finance through operating cycles; precursor to board service |
| Navigator Capital Advisors LLC | President (Founder) | 2006 – 2011 | Financial consulting leadership |
| SatCon Technology Corp. | VP & Chief Financial Officer | 2002 – 2005 | Clean energy finance leadership |
| Polaroid Corporation | VP & Treasurer; VP & Controller; Worldwide Manufacturing Controller | 20+ years (prior to 2002) | Senior finance and operations oversight |
| U.S. Army | Officer (active duty) | 1968 – 1970 | Leadership, discipline and public service |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Technical Communications Corporation (OTCQB) | Director | Since May 2019 | Audit; Compensation, Nominating and Governance |
Board Governance
- Committee assignments and chair roles: Norwood chairs the Audit Committee (members: Norwood, Hughes, Cavoli, Snow). The Compensation & Nominating Committee is chaired by Bennett (members: Bennett, Cavoli, Snow, Hughes).
- Independence: The Board is composed entirely of independent directors per Nasdaq and Rule 10A-3 (2025).
- Meetings and attendance: The Board held six meetings in FY2024; each director attended at least 75% of Board and applicable committee meetings. All then-current directors attended the 2024 annual meeting (in person or by phone).
- Governance infrastructure: Audit and Compensation Committee charters are posted publicly and were reviewed/affirmed in Feb 2025. The Board does not designate a lead independent director.
- Risk oversight: The Audit Committee oversees financial reporting, controls, audit, compliance, and ethics; it pre-approves audit/non-audit services and maintains direct accountability for the external auditor.
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Quarterly stipend (cash) | $3,000 per quarter | $3,000 per quarter |
| Meeting fee (cash) | $1,000 per Board meeting (unless waived) | $1,000 per Board meeting (unless waived) |
| Ralph M. Norwood – Director Compensation ($) | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $18,000 | $18,000 |
| Option Awards (grant-date fair value) | $17,520 | $23,297 |
| All Other Compensation (primarily travel reimbursements) | $4,160 | $1,097 |
| Total | $39,680 | $42,394 |
Performance Compensation
| Equity Option Grants to Norwood | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Grant Date | Feb 28, 2023 | Feb 28, 2024 | Feb 28, 2025 (Board granted to all five directors) |
| Shares Granted | 10,000 | 15,000 | 15,000 |
| Exercise Price | $3.07 | $2.34 | $1.59 |
| Vesting | Vested in full at grant | Vested in full at grant | Vested in full at grant |
| Term | 10 years | 10 years | 10 years |
| Grant-date Fair Value | $17,520 | $23,297 | Not disclosed |
| Director Pay Metrics (structure) | FY 2023 | FY 2024 |
|---|---|---|
| Performance metrics tied to director pay (PSUs/TSR/etc.) | None disclosed; director equity is time-vested options that vested immediately | None disclosed; director equity is time-vested options that vested immediately |
Other Directorships & Interlocks
- External public company board: Technical Communications Corporation (communications security). No CPS-related party transactions disclosed for FY2024; no family relationships; no adverse proceedings impacting director integrity reported.
- No disclosed interlocks with CPS customers/suppliers for Norwood.
Expertise & Qualifications
- CPA; Audit Committee Financial Expert designation by CPS Board.
- Education: B.S. University of New Hampshire; MBA, University of Virginia (Darden).
- Deep finance and manufacturing control experience (Polaroid), CFO roles (SatCon, CPS) and consulting leadership (Navigator).
Equity Ownership
| Ownership as of Record Date | Mar 6, 2024 | Mar 10, 2025 |
|---|---|---|
| Shares Owned (Direct) | 46,718 | 46,718 |
| Presently Exercisable Options | 103,100 | 88,100 |
| Total Beneficial Ownership (shares) | 149,818 | 134,818 |
| Percent of Class | 1.0% (outstanding: 14,519,215) | * (outstanding: 14,525,960) |
Notes: “Presently Exercisable Options” are those exercisable within 60 days of the record date per proxy definitions.
Governance Assessment
- Strengths
- Independent director and Audit Committee Chair; designated audit financial expert, which bolsters oversight of reporting, controls, and auditor independence.
- Solid attendance: Board met six times in FY2024 and each director achieved at least 75% attendance; all directors attended the annual meeting.
- No related-party transactions or adverse legal proceedings disclosed for FY2024; robust code of ethics and insider trading policy prohibiting short sales and derivative transactions.
- Watch items / potential investor-confidence signals
- Director equity grants vest immediately and are stock options (no performance conditions), which provide upside alignment but limited long-term retention or performance linkage compared to RSUs/PSUs; this was consistent across 2023–2025.
- The Board does not designate a lead independent director; investors may prefer clearer independent leadership structure.
- Nasdaq board diversity disclosure in the prior year indicated CPS had no “Diverse” director as of 2023; management stated intent to consider diversity in future additions.
RED FLAGS: None directly associated with Norwood disclosed in FY2024/FY2025 filings (no related-party transactions, no pledging/hedging beyond permitted policy, no adverse proceedings). Immediate-vesting option awards to directors (including Norwood) reduce performance-based alignment versus modern PSU/RSU frameworks.
Director Compensation Structure Analysis
- Year-over-year mix: Norwood’s total compensation increased modestly (FY2023 $39,680 → FY2024 $42,394), driven by higher option grant size/fair value (10,000 → 15,000; $17,520 → $23,297) while cash fees remained flat.
- Structure: Cash retainer/stipend and per-meeting fees are modest; equity is entirely in stock options, immediately vested, with 10-year terms; no disclosed performance scorecards for directors.
- Repricing/modification: No option repricing disclosed; grant timing policy notes avoidance of periods around MNPI; in 2024 no options were granted within four business days prior to or one day after material filings.
Say-on-Pay & Shareholder Feedback
- CPS holds annual advisory votes on executive compensation; advisory outcomes are non-binding but reviewed by the Board and Compensation Committee. (Director pay is set and evaluated annually by the Compensation Committee.)
Related Party Transactions
- None in FY2024; no family relationships; no adverse proceedings reported. Director cash fees for certain other directors were paid to affiliated entities at their request (ARD; Brenta Group LLC), but no such arrangements were disclosed for Norwood.
Compensation Committee Analysis (context)
- Compensation & Nominating Committee composed of independent directors; charter affirmed Feb 2025; no compensation consultants were engaged to date.
Employment & Contracts (directors)
- CPS does not disclose director employment contracts, severance, or change-in-control benefits; directors receive cash fees and annual option grants per Board determinations.