Pamela Levesque
About Pamela Levesque
Pamela Levesque (67) is an independent director of CPI Aerostructures (CVU) since October 2023 and serves on the Audit and Finance Committee, designated as an “audit committee financial expert.” She holds a B.S. in Engineering from Valparaiso University and an MBA from Florida Atlantic University, and has ~40 years of aerospace/defense finance and operations experience (Pratt & Whitney, AAR, Aerojet Rocketdyne). Company performance during her tenure includes improved gross margin in 2024 and positive net income, with TSR (value of $100 investment since YE 2021) at 148.35 as of 2024. Board leadership remains independent of management (separate Chair/CEO).
Company performance context:
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($) | $86,466,321 | $81,078,864 |
| Gross Margin % | 19.7% | 21.3% |
| Net Income ($) | $17,201,204 | $3,299,334 |
| TSR – value of $100 (base YE 2021) | $100.00 | $148.35 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pratt & Whitney (RTX) | Analytical Engineer → Director of Financial Operations; Business Unit Controller | 1979–2008 | Deep P&L, program finance, and government contracting expertise |
| AAR Corp. | Group CFO, Structures & Systems | 2009–2014 | Oversaw six manufacturing businesses (incl. two international) |
| Arnold‑Hanafin Corp. | Financial Consultant | 2014–2015 | Advisory on finance/ops |
| Aerojet Rocketdyne | Director of Business Operations | 2015–2017 | Led financial integration of Rocketdyne acquisition |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| APL Investments LLC | Vice President & Chief Financial Officer | 2017–present | Ongoing external CFO role (no related‑party transactions disclosed by CVU) |
Board Service & Governance
- CVU Board: Class II director; term expires at 2027 annual meeting; independent under NYSE American rules; Audit & Finance Committee member and audit committee financial expert .
- Board/committee activity: Board met 6x in 2024; Audit & Finance met 10x; no director attended <75% of meetings; independent directors hold regular executive sessions .
- Leadership structure: Independent Chairman; CEO is a separate role (reduces dual‑role/entrenchment risk) .
- Director stock ownership policy: Non‑employee directors expected to own shares equal to 5x the cash portion of the annual retainer within five years; hedging and short sales prohibited (pledging not disclosed) .
Fixed Compensation (Director)
| Year | Cash ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 40,000 | 60,000 | 100,000 | RSUs vested by 12/31/24 |
| 2023 (pro‑rated) | — | — | 19,178 | Joined Oct 23, 2023; comp split 40% cash / 60% RSUs |
- Director pay schedule (2024 policy): Non‑executive director $100,000; Committee Chair retainers: Audit & Finance $140,000, Compensation & HR $125,000, Nominating & Governance $120,000; Chairman $200,000; Vice Chairman $165,000 (higher amount if multiple roles). Oversight Committee Chair fee $26,000 paid to Carey Bond in 2024 .
- Compensation Committee: Carey Bond (Chair), Michael Faber, Terry Stinson; uses third‑party data/consultants; all independent .
Performance Compensation
- Not applicable to non‑employee directors (no performance‑based metrics). Director equity granted as RSUs; 2024 director RSUs were fully vested by year‑end; RSUs are typically granted annually and vest quarterly upon service completion, creating periodic but modest liquidity windows .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 50,592 shares (<1% of class) |
| Outstanding shares (record date) | 13,000,072 (May 1, 2025) |
| Ownership guidelines | 5x cash retainer within five years (non‑employee directors) |
| Compliance status | Not disclosed |
| Hedging/short sales | Prohibited; pre‑clearance required for exceptions; no pledging policy disclosed |
| RSUs voting rights | Director RSUs confer voting rights; included in beneficial ownership calculation |
Employment Terms
- Director appointment: October 23, 2023; indemnification agreement providing advancement/indemnity to fullest extent of law; compensation paid as described above .
- No employment contract, severance, non‑compete, or change‑of‑control cash benefits apply to non‑employee directors. Company maintains a clawback policy and applies SEC Rule 10D‑1 to incentive compensation; equity plans include clawback and no‑repricing provisions .
Compensation Structure Analysis
- Cash/equity mix: 40% cash / 60% equity targets for directors (equity retainer via RSUs) supports alignment but without performance conditions; vesting is service‑based and relatively near‑term for directors .
- Dilution/overhang: New 2025 LTIP adds 800,000 shares (~6.2% of outstanding); total equity overhang ~8.5% as of May 1, 2025; 3‑year average burn rate ~4.5% vs ISS benchmark 1.23% for non‑R3000 Capital Goods—monitor dilution risk .
Performance & Track Record (Company context relevant to Audit oversight)
- Revenue decreased 6.2% in 2024; gross margin improved to 21.3%; net income positive at $3.3M .
- TSR: $100 invested at YE 2021 equaled $148.35 at YE 2024; sequence 117.22 (2022), 100.00 (2023), 148.35 (2024) .
- Backlog: $510.3M total at 12/31/24 (95% government), indicating multi‑year visibility .
Risk Indicators & Red Flags
- SEC settlement (June 2024) on prior restatements; company undertook to remediate ICFR/DCP by 12/31/24 or pay $400,000 penalty; management asserts remediation achieved in 2024 10‑K—ongoing governance watch item for Audit Committee .
- High equity burn relative to benchmark (potential dilution pressure) .
- Related‑party transactions: none disclosed for 2024 .
- Governance structure: Independent Chair, regular executive sessions, all key committees independent—mitigates dual‑role concerns .
Director Compensation Details (Benchmark and Structure)
| Role | Annual Cash + Equity Policy (2024) |
|---|---|
| Non‑Executive Director | $100,000 |
| Audit & Finance Chair | $140,000 |
| Compensation & HR Chair | $125,000 |
| Nominating & Gov. Chair | $120,000 |
| Chairman | $200,000 |
| Vice Chairman | $165,000 |
Expertise & Qualifications
- Audit and finance leadership credentials; extensive aerospace & defense experience; designated audit committee financial expert .
- Education: B.S. Engineering (Valparaiso), MBA (Florida Atlantic) .
Investment Implications
- Positive: Independent director with deep A&D finance/operations experience and Audit Chair‑level financial sophistication; equity‑heavy director pay (60% in RSUs) and strict hedging ban support alignment; governance enhancements and ICFR/DCP remediation claims address a key historical risk .
- Watch items: Elevated equity burn/overhang raises dilution risk; director equity lacks performance conditions; periodic RSU vesting may create modest selling windows; continued monitoring of SEC undertakings and internal controls remains prudent .