Carey Bond
About Carey Bond
Carey E. Bond (age 64) is the Non‑Executive Vice Chairman of CPI Aerostructures’ board, a director since December 2016, and chair of both the Compensation & Human Resources Committee and the Oversight Committee; he also serves on the Nominating & Corporate Governance and Strategic Planning Committees. His career spans 30+ years in aviation, including senior roles at Sikorsky Aircraft, and he holds an MBA from Texas Christian University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sikorsky Aircraft Corporation | VP Corporate Strategy; Chief Marketing Officer; President, Commercial Systems & Services | 10 years (dates not specified) | Led aircraft development/production, sales, service; P&L ownership |
| Shanghai Sikorsky Aircraft Co. Ltd.; New Eclipse Aerospace; PZL Mielec Aircraft Co. | Director | Not specified | International governance experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| NWI Aerostructures | Director | Current | Business unit of Stony Point Group (private aerospace) |
| NWI Precision | Director | Current | Business unit of Stony Point Group (private aerospace) |
Board Governance
- Committee assignments: Chair—Compensation & Human Resources; Chair—Oversight; Member—Nominating & Corporate Governance; Member—Strategic Planning .
- Independence: Determined independent under NYSE American standards .
- Attendance/engagement: Board met 6 times in 2024; no director attended fewer than 75% of board and committee meetings; all directors attended the 2024 annual meeting. Compensation & HR met 2 times; Audit & Finance met 10; Nominating & Corporate Governance met 5; Strategic Planning met 2 .
- Executive sessions: Regular executive sessions of independent directors are held .
- Election signal: Re‑elected as Class III director June 24, 2025; vote results—For: 5,980,976; Withheld: 1,585,478; Broker Non‑Vote: 3,066,131 .
Fixed Compensation
| Year | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 66,000 | 99,000 | 165,000 |
- Role‑based structure: Chairman $200,000; Vice Chairman $165,000; Committee Chair levels (Audit/Strategic Planning $140,000; Compensation $125,000; Nominating $120,000); other directors $100,000. If multiple roles, only the higher‑paying amount is paid; additionally, in 2024 Bond received $26,000 for Oversight Committee chair duties .
Performance Compensation
| Grant Type | Annual Grant/Value | Vesting | Performance Conditions |
|---|---|---|---|
| RSUs (director equity) | $99,000 grant‑date fair value in 2024 | RSUs granted to directors vested by year‑end 2024; director RSUs vest quarterly for service | None stated for director RSUs; they are service‑based |
Plan features affecting equity compensation and governance:
- Minimum one‑year vesting (up to 5% exception), clawback compliant with SEC Rule 10D‑1, prohibition on option/SAR repricing, non‑employee director annual compensation cap $225,000 with ≤50,000 shares/year limit, and change‑in‑control accelerated vesting if awards are not assumed; double‑trigger vesting if assumed and the holder is terminated without cause or resigns for good reason within 12 months .
Other Directorships & Interlocks
| Company | Relationship to CVU | Potential Interlock |
|---|---|---|
| NWI Aerostructures; NWI Precision | Private aerospace supplier/precision businesses; no disclosed transactions with CVU | Potential industry overlap; however, CVU disclosed no related‑party transactions in 2024 |
- Related‑party controls: Audit & Finance Committee reviews/approves related‑party transactions; none occurred in 2024 .
Expertise & Qualifications
- Aerospace and defense leadership; corporate strategy; P&L accountability; governance experience; mergers and acquisitions; corporate supervision .
- Education: MBA, Texas Christian University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Carey Bond | 205,517 | 1.6% | Beneficial holdings include director RSUs, which confer voting rights; RSUs typically vest quarterly |
Ownership policy and alignment:
- Non‑employee director stock ownership policy: within five years of joining the board, own shares equal to five times the cash portion of annual director compensation .
- Hedging/short sales prohibition; select derivative hedging transactions are prohibited unless pre‑approved for already‑owned securities .
Governance Assessment
- Strengths: Independent vice chairman with deep industry experience; chairs two key committees (Compensation & HR and Oversight); strong committee activity and full director attendance in 2024; robust equity plan governance (minimum vesting, no repricing, clawbacks, director pay caps) and codified stock ownership requirements .
- Alignment: Material personal ownership (1.6% of outstanding shares) and ongoing equity‑based director compensation support alignment with shareholders .
- Watch items / potential red flags:
- Shareholder voting signal: Higher “withhold” votes for independent directors versus CEO in 2025 director elections (Bond withheld 1.59M vs. CEO 104K), warranting continued investor engagement focus .
- Equity overhang and burn rate: Three‑year average burn rate ~4.5% vs. ISS benchmark 1.23%; total overhang ~8.5%; plan cites full‑value awards rationale, but dilution remains a governance sensitivity .
- Oversight Committee pay exception: Despite “higher‑paying only” policy for multiple roles, Bond received an additional $26,000 for Oversight Chair duties in 2024; clarity on policy application would improve transparency .
- Broader oversight context: Company disclosed a material weakness in internal control over financial reporting relating to debt classification in 2025 and appointed a sitting director (Pamela Levesque) as interim CFO in July 2025—board should demonstrate remediation and independence safeguards (e.g., committee membership adjustments) .