Philip Passarello
About Philip Passarello
Philip Passarello served as Chief Financial Officer and Secretary of CPI Aerostructures beginning August 19, 2024 and transitioned to Vice President of Finance on July 22, 2025; Pamela Levesque was appointed Interim CFO at that time . He is 45 years old and previously held senior finance roles at TTM Technologies and Telephonics, and spent five years in KPMG’s audit practice focused on public companies . Company performance under current leadership shows 2024 revenue of $81.1 million, adjusted EBITDA of $7.8 million, and improved gross margins; CPI’s pay-versus-performance disclosure indicates TSR value of a $100 investment rose to $148.35 by year-end 2024 and net income was $3,299,334 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TTM Technologies (Integrated Electronics) | Vice President of Finance | Jan 2023–Aug 2024 | Led finance and operational partnering across multiple sites in A&D electronics |
| Telephonics Corporation | Vice President of Finance | Feb 2020–Jan 2023 | Oversaw finance for A&D supplier acquired by TTM |
| Telephonics Corporation | Controller; VP Financial Planning & Analysis | Feb 2019–Feb 2020 | Strengthened FP&A and controllership functions |
| Telephonics Corporation | Various managerial and executive finance roles | ~15 years prior to 2019 | Long-tenured finance leadership in defense electronics |
| KPMG LLP | Audit practice (public companies focus) | ~5 years (early career) | Public company audit experience and controls rigor |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | None disclosed | — | — |
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Base salary (rate) | $350,000 | Annual rate in 2024 upon joining |
| Salary paid | $121,154 | Partial-year actual paid in 2024 |
| All other compensation | $2,288 | 401(k) contributions |
Performance Compensation
| Incentive Type | Metric | Target/Conditions | Payout Mechanics | Vesting/Timing |
|---|---|---|---|---|
| Sign-on/retention cash bonus | Filing milestones | $100,000 total; two $50,000 installments only if employed and company current in SEC periodic filings | $50,000 after filing Q1 2025 10‑Q; $50,000 after filing Q1 2026 10‑Q | Contingent on employment and timely filings; not tied to % of salary |
| Annual performance bonus | Not specifically disclosed for Passarello | Company-wide NEO metrics focus on AP delinquency, bank debt minus cash, and net profit, but his disclosed incentive is the sign-on bonus | — | — |
Equity Awards
| Grant | Type | Shares | Grant-date Fair Value | Vesting |
|---|---|---|---|---|
| Aug 19, 2024 | Restricted stock | 20,000 | $53,000 | Vests on second anniversary of employment start date (Aug 19, 2026) |
Equity Ownership & Alignment
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 20,000 | Includes unvested restricted stock |
| Ownership as % of outstanding | * (<1%) | 13,000,072 shares outstanding as of record date; table indicates “* Less than 1%” |
| Vested vs. unvested | Vested: 0; Unvested: 20,000 | Unvested RS vest Aug 19, 2026 |
| Options (exercisable/unexercisable) | None disclosed | No options listed in outstanding awards table |
| In-the-money option value | N/A | No options outstanding |
| Shares pledged as collateral | None disclosed | No pledging disclosure; company prohibits short sales and hedging except limited pre-approved hedging when already owns securities |
| Executive ownership guidelines | Not disclosed | Director ownership policy exists; no executive guideline disclosed in proxy |
Employment Terms
| Term | Details |
|---|---|
| Employment start date | Aug 19, 2024 (appointed CFO) |
| Role transition | Resigned as CFO and Secretary on July 22, 2025; appointed Vice President of Finance; Levesque named Interim CFO |
| Severance (without cause) | 12 months of continued salary; any earned prior-year bonus unpaid; pro‑rata bonus calculated using prior year’s bonus amount; non‑compete applies during severance payment period; unvested restricted stock forfeited; unexercised options expire |
| Change-in-control economics | If terminated within 18 months post‑CIC (without cause or for good reason): base salary earned through termination; unpaid prior-year bonus; pro‑rata current-year bonus at target; CIC payment equal to 1.5× prior full-year base salary for Passarello; all outstanding RS/options vest; 6 months continued benefits |
| Non‑compete | 12 months post‑employment while severance is paid (per Severance and CIC Agreement) |
| Potential termination payments (as of 12/31/2024) | Disability cash: $350,000; Without cause cash: $350,000; CIC equity value: $81,000 |
| Clawback | Awards subject to company clawback policy and SEC Rule 10D‑1 |
Performance Compensation Structure Commentary
- Company’s NEO long-term equity grants split 50% time-based and 50% performance-based tied to annual thresholds for AP delinquency, net bank debt, and net profit; Passarello’s 2024 RS grant is purely time-based with a two-year cliff vest, and his incentive cash is milestone-based on SEC filing timeliness rather than financial targets .
- Equity plan governance includes minimum one-year vesting (5% carve-out), no evergreen, no repricing without shareholder approval, and change-in-control double-trigger vesting if awards are assumed .
Performance & Track Record
| Period | KPI | Result |
|---|---|---|
| FY 2024 | Revenue | $81.1 million |
| FY 2024 | Adjusted EBITDA | $7.8 million |
| FY 2024 | Gross margin | 21.3% |
| FY 2024 | Net income | $3,299,334 |
| Pay vs Performance TSR (value of $100) | 2022: $117.22; 2023: $100.00; 2024: $148.35 | Company proxy PVP table |
Compensation Committee & Governance Notes
- Compensation and Human Resources Committee (independent directors) sets NEO compensation, performance goals, administers equity plans, and ensures plans do not encourage undue risk-taking .
- 2025 Long-Term Incentive Plan approved by shareholders on June 24, 2025; authorizes 800,000 shares with strong governance (no repricing, minimum vesting) .
Risk Indicators & Red Flags
- CFO seat turnover: Passarello transitioned out of the CFO role in July 2025 to VP Finance; Interim CFO appointed—this can signal organizational change but he remains employed, reducing immediate retention risk .
- Equity overhang and burn rate noted as above ISS benchmark; however, awards are full-value with minimum vesting and clawbacks, mitigating dilution and alignment concerns .
- Hedging/short sales prohibited; no pledging disclosed for executives, reducing misalignment risk .
Equity Ownership & Alignment Analysis
- Skin-in-the-game is modest: 20,000 shares beneficially owned, less than 1% of outstanding; all 20,000 are unvested and cliff vest on Aug 19, 2026, creating a potential supply overhang at vest if shares are sold, though no sale intent is disclosed .
- Strong alignment mechanisms via clawback, double-trigger CIC vesting, and minimum vesting; executive ownership guidelines are not disclosed for officers (director-only policy exists) .
Vesting Schedules and Insider Selling Pressure
- Key upcoming vest: 20,000 RS cliff vest on the second anniversary of employment start date, August 19, 2026, which may introduce localized selling pressure if shares are liquidated to cover taxes or diversify (no specific sale plans disclosed) .
Investment Implications
- Alignment: Governance around equity is robust (minimum vesting, no repricing, clawbacks), but Passarello’s personal stake is small and entirely unvested until August 2026, limiting near-term alignment through owned equity .
- Retention: The two-year cliff RS and CIC protections, combined with his continued employment as VP Finance, reduce immediate retention risk despite CFO role transition .
- Pay-for-performance: His disclosed incentives emphasize milestone compliance (SEC filings) rather than financial KPIs; broader NEO metrics focus on AP delinquency, net bank debt, and profitability, which are consistent with CPI’s operational improvements in 2024 (margin expansion, debt reduction) .
- Trading signals: The August 2026 cliff vest date is the primary watchpoint for potential insider-related supply, while no pledging or hedging activity is permitted without preapproval; monitor Form 4s as vest approaches to gauge sell-to-cover vs. broader disposition behavior .