Jay Mulhall
About Jay Mulhall
Vice President of Business Development at CPI Aerostructures (CVU). Pay design for Mulhall blends fixed cash with at‑risk incentives: a 25% target annual cash bonus tied to company growth goals, and annual restricted stock grants split 50/50 between time‑based vesting and performance‑based vesting on metrics set by the Compensation & HR Committee (recently accounts payable delinquency, bank debt minus cash, and net profit) . In 2024 and 2023, portions of his performance‑based restricted stock were forfeited (2,652 shares and 2,197 shares, respectively), indicating under‑achievement versus performance thresholds in those years; by contrast, 2022 performance targets were achieved per the proxy narrative . For context on pay-for-performance alignment, CVU’s pay-versus-performance table shows TSR of 148.35 in 2024, 100.00 in 2023, and 117.22 in 2022 (rebased to $100 at year-end 2021), with reported net income of $3.30M (2024), $17.20M (2023), and $9.18M (2022), the last two years benefiting from valuation allowance releases on deferred tax assets per footnotes .
Past Roles
CVU’s 2025 and 2024 DEF 14A filings do not provide a detailed biography (prior employers/roles, education, or age) for Mr. Mulhall beyond current title and compensation disclosures .
External Roles
No external directorships or outside roles for Mr. Mulhall are disclosed in CVU’s 2025 or 2024 proxy statements .
Fixed Compensation
- Base salary and target bonus
- Target bonus: 25% of base salary (non‑discretionary, tied to company growth targets set early each year) .
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Cash Bonus ($) | All Other ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 228,154 | 25% | 40,540 | 8,881 (auto allowance $4,319; 401(k) $4,562) | Narrative also cites 2024 base “$231,657” (proxy text vs SCT paid amount) |
| 2023 | 221,509 | 25% | 33,252 | 11,007 (auto allowance $6,600; 401(k) $4,407) | — |
- Total compensation
- 2024: $327,004; 2023: $332,889 .
Performance Compensation
- Annual cash incentive structure (short-term)
- Metric: Company growth targets set by the Compensation & HR Committee; bonus equal to 25% of base salary at target .
- Payouts: $40,540 (2024) and $33,252 (2023) .
| Plan Year | Instrument | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 | Annual cash bonus | Company growth targets (non-discretionary) | Not disclosed | 25% of base salary | $40,540 | Cash paid following year |
| 2023 | Annual cash bonus | Company growth targets (non-discretionary) | Not disclosed | 25% of base salary | $33,252 | Cash paid following year |
- Long-term equity incentives (restricted stock)
- Grants: 50% time-based; 50% performance-based; four‑year schedule; time‑based tranches vest annually the day after CVU files its Form 10‑K; performance tranches vest upon achievement of annual thresholds set by the Committee .
- 2024 grant: 21,214 shares (grant-date fair value $49,429) .
- 2023 grant: 17,571 shares (grant-date fair value $67,121) .
- Performance metrics: AP delinquency, bank debt minus cash, and net profit (2023–2024) .
- Forfeitures: 2,652 (2024 grant performance portion) and 2,197 (2023 grant performance portion) forfeited . 2022 targets achieved per proxy narrative .
| Grant Year | Grant Date | Award Type | Shares Granted | Time-Based Vesting | Performance Metrics | Forfeitures |
|---|---|---|---|---|---|---|
| 2024 | 6/16/2024 | RS (50% time, 50% perf) | 21,214 | 4 annual installments, day after 10‑K each year | AP delinquency; bank debt − cash; net profit | 2,652 perf shares forfeited |
| 2023 | 6/28/2023 | RS (50% time, 50% perf) | 17,571 | 4 annual installments, day after 10‑K each year | AP delinquency; bank debt − cash; net profit | 2,197 perf shares forfeited |
| 2022 | 2022 (var.) | RS (50% time, 50% perf) | 19,548 | 4 annual installments, day after 10‑K each year | AP delinquency; bank debt − cash; net profit (all achieved) | Not disclosed |
- Outstanding equity at 12/31/2024 (unvested)
- Time-based unvested: 3,006 (4/21/2021); 9,772 (10/13/2022); 13,178 (6/28/2023); 21,214 (6/16/2024) .
- Equity incentive “unearned” (performance tranches reflected as unearned/withheld/forfeited counts): 510 (4/21/2021); 830 (10/13/2022); 746 (6/28/2023) .
- Market value of unvested time-based tranches at 12/31/2024 close: $12,174 (2021 grant); $39,577 (2022 grant); $53,371 (2023 grant); $85,917 (2024 grant) .
| Grant Date | Unvested Time-Based (#) | Market Value ($) | Unearned/Perf (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| 4/21/2021 | 3,006 | 12,174 | 510 | 2,066 |
| 10/13/2022 | 9,772 | 39,577 | 830 | 3,362 |
| 6/28/2023 | 13,178 | 53,371 | 746 | 3,021 |
| 6/16/2024 | 21,214 | 85,917 | — | — |
Vesting cadence: Time‑based installments vest annually on the day after the Company files its Form 10‑K; performance‑based installments vest upon Committee certification of achieving annual thresholds .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of 5/1/2025) | 66,417 shares; less than 1% of outstanding |
| Includes unvested subject to vesting | 29,581 shares subject to time/performance vesting included in beneficial ownership per footnote |
| Ownership guidelines | Non‑employee director ownership policy exists; no specific executive ownership guideline disclosed |
| Hedging/shorts | Hedging and short sales prohibited for directors, officers, employees, and consultants |
| Pledging | No explicit pledging policy disclosure; no pledging by Mulhall disclosed in proxies reviewed |
Employment Terms
- Agreement: Severance and Change in Control Agreement dated February 2018 (non‑compete for 12 months while severance is paid; confidentiality obligations) .
- Termination without cause: 12 months’ salary continuation; prior-year earned bonus; pro‑rata bonus based on prior year’s bonus amount; unvested restricted stock forfeited; non‑compete applies during severance pay period .
- Termination for cause or voluntary quit: No severance; unvested equity forfeited .
- Disability: Treated as termination without cause .
- Change in control (termination within 18 months or for good reason): Cash equal to 1.5x prior full fiscal year base salary; pro‑rata bonus (assumed at target for calculation); immediate vesting of all options and restricted stock; six months of health and fringe benefits .
Potential termination payouts (as of 12/31/2024 assumptions used in proxy):
| Scenario | Cash ($) | Equity ($) |
|---|---|---|
| Disability | 264,909 | — |
| Company without cause | 264,909 | — |
| Change in control | 370,617 | 191,039 |
Compensation Structure Analysis
- Mix and trend: 2024 total comp ($327k) was slightly below 2023 ($333k), with lower equity grant value in 2024 ($49k vs $67k) offset by a higher cash bonus ($40.5k vs $33.3k) . This indicates a modest shift toward cash in 2024 while equity remained the primary long‑term incentive .
- Performance rigor: Forfeitures of performance RS portions in 2023 and 2024 suggest either more stringent targets or under‑performance on AP delinquency, leverage (bank debt minus cash), and net profit metrics; 2022 targets were achieved per proxy narrative .
- Equity vehicle choice: CVU uses restricted stock (time/performance) rather than options for NEOs, reducing risk versus options but still linking value to share performance and internal financial metrics .
- Plan capacity/dilution watch: A new 2025 Long‑Term Incentive Plan authorizing 800,000 shares (subject to shareholder approval) increases future grant capacity; combined with remaining 2016 Plan shares, total available for issuance cited at 1,110,458 as of May 1, 2025 .
Say‑on‑Pay & Committee Oversight
- Compensation & HR Committee: Carey Bond (Chair), Michael Faber, and Terry Stinson; all independent per NYSE American standards .
- 2025 proxy includes Say‑on‑Pay (advisory vote) but no historical approval percentages are disclosed in the sections reviewed .
Related‑Party, Clawback, Perquisites
- Related‑party transactions: None in 2024 .
- Clawback: No explicit clawback policy disclosure located in the reviewed sections; not discussed in context of NEO compensation in the proxies cited .
- Perquisites: Modest auto allowance and 401(k) company contributions (see Fixed Compensation table/fn details) .
Track Record, Value Creation, Execution Risk
- Alignment and signals: The structure explicitly ties bonus and performance shares to balance sheet discipline (bank debt minus cash), working capital health (AP delinquency), and profitability (net profit), which are tangible operating levers; forfeitures in 2023–2024 indicate pay consequences from falling short of thresholds .
- Stock and earnings context: Company TSR improved to 148.35 in 2024 from 100.00 in 2023 on the $100 base (year‑end 2021) while net income fell to $3.30M from $17.20M in 2023, with prior years aided by non‑cash DTA valuation allowance releases; this mix underscores the importance of focusing on underlying operating metrics embedded in Mulhall’s incentives .
Equity Ownership Detail (Beneficial Ownership Table Excerpt)
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Jay Mulhall | 66,417 (incl. 29,581 subject to vesting per footnote) | * (<1%) |
Insider Trading and Selling Pressure
- Form 4 activity: No Form 4 insider transaction records for Mr. Mulhall were surfaced in the indexed filings; continue to monitor SEC Form 4 filings around the annual vest dates (the day after 10‑K filing) for potential selling pressure as time‑based tranches vest .
- Hedging/shorts prohibited: Company prohibits hedging and short sales by insiders, which mitigates misalignment risk from derivatives .
Investment Implications
- Pay-for-performance alignment appears reasonably tight: cash bonus at a fixed 25% target with performance determination, and 50% of equity tied to annual financial thresholds; forfeitures in 2023–2024 show downside for missed goals, which is shareholder‑friendly .
- Retention and risk: A standard 12‑month salary continuation for without‑cause termination plus a 1.5x base salary CIC multiple, with double‑trigger vesting and six months of benefits, balance retention with change‑of‑control economics; however, immediate vesting of all equity upon a CIC could create event‑driven selling once restrictions lapse .
- Ownership alignment: Beneficial ownership is <1% but includes a meaningful unvested component; absence of pledging disclosure and prohibition on hedging are positives, though no executive ownership guideline is stated (only for non‑employee directors) .
- Watch items for traders/investors: (i) annual vesting dates the day after 10‑K filing (potential liquidity events), (ii) future equity grant pacing given the new 2025 LTIP share authorization, and (iii) operational progress on AP delinquency, leverage, and profitability that directly drive performance‑share vesting and cash bonus outcomes .