Richard C. Rosenjack, Jr.
About Richard C. Rosenjack, Jr.
Independent director of CPI Aerostructures (CVU) since June 2023; age 65. He brings 40 years of aerospace experience with more than 20 years in P&L-accountable roles and twice led multi-site, international businesses exceeding $1B in annual revenue. Education: BS (Bethel University), MBA (Vanderbilt/ Owen), executive programs at Harvard (1995) and Wharton (2002). He serves on the Nominating & Corporate Governance Committee and is classified as independent under NYSE American rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NWI Aerostructures | President & CEO | Jul 2021 – Dec 2023 | Led multi-site aerospace operations; P&L accountability. |
| NWI Aerostructures | Director | Mar 2019 – Present | Board oversight. |
| TECT Aerospace | President & CEO | Aug 2017 – Jun 2021 | Operational turnaround and leadership in aerostructures. |
| TECT Aerospace | Director | Aug 2017 – Jun 2022 | Board governance. |
| Triumph Group, Precision Components Division | EVP | Feb 2016 – Mar 2017 | Division-level leadership; operations and supply chain. |
| Triumph Group | Corporate VP | Oct 2014 – Feb 2015 | Corporate oversight and program roles. |
| HM Dunn AeroSystems | Chief Operating Officer | Prior to 2014 | Operations leadership. |
| Héroux‑Devtek Aerostructures / Precision Castparts (post-acquisition) | VP/GM | 2012 and prior | Division general management and integration through acquisition. |
| Textron / Bell Helicopter | Senior VP, Worldwide Commercial Helicopter Business; VP Supply Chain; prior operations/manufacturing/program roles | 1985 – 2005 | Long tenure across operations, engineering, program management, and supply chain, culminating in senior leadership. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NWI Precision | Interim CEO | Aug 2024 – Present | Leadership at Stony Point Group business unit. |
| Bethel University of Tennessee | Board of Trustees | Nov 2023 – Present | Governance in higher education. |
| NWI Aerostructures | Director | Mar 2019 – Present | Shared affiliation with another CVU director (see Interlocks). |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee; the committee met five times in 2024 (Chair: Michael Faber; members: Carey Bond, Michael Faber, Richard Rosenjack).
- Independence: Board determined Rosenjack is independent; all standing board committees (Audit & Finance, Compensation & HR, Nominating & Corporate Governance) comprised of independent directors.
- Attendance and engagement: Board met six times in 2024; all directors attended the 2024 annual meeting; no director attended fewer than 75% of board/committee meetings on which they served.
- Executive sessions: Regular executive sessions of independent directors.
- Stock ownership requirements: Company discloses a non-executive director stock ownership policy of five times cash portion of annual compensation within five years; elsewhere notes independent directors should own at least four times annual cash compensation before/after any stock sales (policy language is inconsistent).
- Hedging/short sales: Directors prohibited from short sales and hedging transactions (limited exceptions with pre‑approval for previously owned securities).
- Family relationships: None among directors and named executive officers.
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 40,000 | 60,000 | 100,000 |
- Director compensation structure (role-based): Chairman $200,000; Vice Chairman $165,000; Audit & Strategic chairs $140,000; Compensation chair $125,000; Nominating chair $120,000; other non‑executive directors $100,000 (highest single role only applies).
Performance Compensation
- Equity form: RSUs for non‑executive directors; 2024 RSUs granted to directors fully vested by December 31, 2024.
- RSU vesting mechanics: RSUs are granted on the first day of the year and vest quarterly upon completion of service as a director.
- Performance metrics: None disclosed or applied to director equity; director RSUs are time‑based.
Other Directorships & Interlocks
| External Entity | Role | Interlock/Notes |
|---|---|---|
| NWI Aerostructures | Director | Shared external affiliation: CVU director Carey Bond also serves on NWI Aerostructures’ board (potential information flow/interlock). |
| NWI Precision | Interim CEO | Shared external affiliation: Carey Bond serves on NWI Precision’s board (potential interlock). |
| Bethel University of Tennessee | Trustee | Non-profit governance role. |
RED FLAG: Board interlock with another CVU director (Carey Bond) across two Stony Point Group business units (NWI Aerostructures, NWI Precision). While no related‑party transactions are disclosed, overlapping external affiliations warrant monitoring for potential conflicts or influence.
Expertise & Qualifications
- Skills matrix: Executive Leadership, Corporate Governance & Supervision, Aerospace Industry Experience.
- Sector experience: Rare combination spanning civil and defense aerospace across fixed‑ and rotary‑wing; extensive P&L leadership; multi‑site, international operations.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Richard C. Rosenjack, Jr. | 54,526 | <1% | Beneficial ownership for non‑executive directors includes time‑based RSUs granted first day of the year that vest quarterly; RSUs confer voting rights and may be included in beneficial ownership. |
- Group ownership: All current directors and NEOs (10 persons) beneficially own 1,225,253 shares (9.4%).
- Pledging/hedging: Company prohibits short sales and hedging (limited pre‑approved exceptions).
- Ownership guidelines: Target five times cash portion of annual compensation within five years; compliance status for individual directors not disclosed.
Governance Assessment
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Positives:
- Independence, committee service (Nominating & Corporate Governance), and documented attendance commitment (≥75%; all directors at annual meeting).
- Clear prohibitions on hedging/short sales and existence of director stock ownership policy to align interests.
- No related‑party transactions in 2024; Audit & Finance Committee oversees and pre‑approves any related‑party matters.
- Company-wide clawback compliance under SEC Rule 10D‑1 embedded in the 2025 LTIP.
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Watch items:
- Interlocks with fellow CVU director Carey Bond at NWI Aerostructures and NWI Precision—monitor for potential conflicts, information advantages, or influence over CVU strategy.
- Equity grant intensity: Company’s three‑year average annual burn rate (~4.5%) exceeds ISS’s value‑adjusted benchmark (1.23%) for similar issuers; board’s adoption of the 2025 LTIP with an 800,000‑share reserve (~6.2% of outstanding) may draw investor scrutiny despite governance safeguards (no repricing; director comp cap $225,000 and ≤50,000 shares/year).
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Process and engagement:
- Nominating & Corporate Governance Committee actively met five times in 2024, reflecting engagement in board composition and governance policies.
- Regular executive sessions of independent directors and independent board leadership (non‑executive chairman).
Overall: Rosenjack presents strong aerospace operational credentials and independent oversight on governance. The principal governance risk to monitor is the external interlock across Stony Point Group units with another CVU director, alongside the company’s elevated equity burn rate relative to proxy advisor benchmarks—both factors can influence investor confidence and voting outcomes on compensation/equity plans.