Michael Faber
About Michael Faber
Michael Faber (age 65) is an independent director of CPI Aerostructures, Inc. (CVU) since August 2013; he chairs the Nominating and Corporate Governance Committee and serves on the Audit and Finance and Compensation and Human Resources Committees. He is designated an Audit Committee Financial Expert, with more than 25 years of legal, financial, investment, and advisory experience; he holds an honors J.D. from the University of Chicago Law School and attended Johns Hopkins SAIS and SUNY .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NextPoint Management Company, Inc. | Chief Executive Officer | 1996–present | Advises family offices on manager selection, direct investing, trust/estates; senior advisor to a >$2B family office |
| NextPoint & Walnut Funds | General Partner (PE/VC/structured investments) | 1990–2008 | Led investments across private equity and venture capital |
| Akerman (law firm) | Senior Advisor | Prior role (dates not specified) | Legal and strategic advisory |
| Mintz Levin (law firm) | Of Counsel | Prior role (dates not specified) | Legal advisory |
| Arnold & Porter (law firm) | Attorney | Prior role (dates not specified) | Legal practice |
| The Research Council of Washington (predecessor to Corporate Executive Board) | Senior Consultant | Prior role (dates not specified) | Corporate advisory |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Various private companies and asset managers | Director or Senior Advisor | Private | Serves on audit and compensation committees for multiple companies (not individually named) |
No current public-company directorships disclosed beyond CVU .
Board Governance
- Independence: Determined independent under NYSE American standards; all three committee assignments are composed of independent directors .
- Committee assignments:
- Nominating & Corporate Governance Committee: Chair; committee met 5 times in 2024 .
- Audit & Finance Committee: Member; committee met 10 times in 2024; Faber designated an Audit Committee Financial Expert .
- Compensation & Human Resources Committee: Member; committee met 2 times in 2024 .
- Board attendance/engagement:
- Board met 6 times in 2024; all directors attended the 2024 annual meeting; no director attended fewer than 75% of board/committee meetings .
- Leadership structure and executive sessions: Independent Chairman; regular executive sessions of independent directors .
Fixed Compensation
| Year | Cash Retainer ($) | Equity (RSUs) ($) | Total ($) |
|---|---|---|---|
| 2024 | 48,000 | 72,000 | 120,000 |
- Role-based director pay framework: Chair of Nominating & Corporate Governance Committee targeted at $120,000; directors holding multiple positions receive only the higher amount .
Performance Compensation
- No performance-conditioned equity disclosed for non-employee directors; 2024 director equity was RSUs vesting based on service and had fully vested by year-end 2024 .
Other Directorships & Interlocks
| Company | Role | Sector | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed (public) | — | — | No public-company interlocks disclosed; advisory/director roles noted only for private entities . |
Expertise & Qualifications
- Skills matrix: Executive leadership, Audit Committee Financial Expert, Law, M&A, Corporate Governance; aerospace industry experience not marked for Faber .
- Legal/financial pedigree and investment/operator background highlighted in biography .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Michael Faber | 154,959 | 1.2% | Includes RSUs that confer voting rights; RSUs vest quarterly upon service completion . |
- Stock ownership guidelines:
- General statement: Independent directors required to own stock valued at least 4× annual cash compensation (before/after any sales) .
- Non-employee director policy: Expected to own shares equal to 5× cash portion of annual compensation within five years of joining the board .
- Hedging/short sales: Prohibited; derivative hedging only in limited pre-approved circumstances when securities are already owned .
- Pledging: No pledging policy disclosed; no pledges reported .
Governance Assessment
- Strengths:
- Experienced independent director with legal and financial depth; designated Audit Committee Financial Expert .
- Chairs Nominating & Corporate Governance; active committee cadence (N&G: 5 meetings; Audit: 10; Comp: 2) and satisfactory attendance .
- Director pay structure with balanced cash/RSU mix and role-based differentiation; RSUs align director incentives to shareholder value .
- Robust governance provisions: clawback policy aligned to SEC Rule 10D-1, prohibition on option repricing, change-in-control vesting safeguards, and stock ownership requirements .
- No related-party transactions in 2024, supporting independence and conflict mitigation .
- Watch items / red flags:
- Equity plan burn rate averaged ~4.5% over 2022–2024, above ISS value-adjusted benchmark (1.23%) for peer size/sector; while the company cites full-value awards and retention rationale, continued oversight is warranted to avoid dilution creep .
- Policy inconsistency: proxy references both 4× and 5× stock ownership requirements for directors; clarifying and enforcing a single standard would improve transparency .
- Aerospace-specific operating experience not marked for Faber in the skills matrix—balanced by legal/financial expertise; ensure adequate operational depth across the board .
- Change-in-control acceleration for awards (if not assumed) could create perception of windfall; mitigated by anti-repricing and minimum vesting standards .
Related-Party Transactions: None in 2024; Audit & Finance Committee oversees RPT approvals under a written policy; directors excluded from approvals where related .
Independence & Engagement: Board determined Faber independent; all three of his committees meet independence standards; active meeting cadence and attendance compliance .
Director Compensation Mix: 2024 pay split 40% cash, 60% RSUs, totaling $120,000 consistent with his chair role .
Equity Alignment: Beneficial ownership of 154,959 shares (1.2%) with voting RSUs; hedging/short sales prohibited; ownership guideline noted (4× general vs 5× director policy) .
Committee Oversight Quality: Audit Committee responsibilities span financial reporting, internal controls, RPTs, capital structure; Compensation Committee handles pay policy, risk oversight; N&G manages governance documents and nominations—Faber’s roles put him at the center of governance quality .