Richard Caswell
About Richard S. Caswell
Independent director (age 66), serving on the CVU Board since November 2020; currently Chair of the Audit and Finance Committee and a member of the Strategic Planning and Oversight Committees . Background includes senior finance leadership across major aerospace businesses: CFO roles at Sikorsky Aircraft and Pratt & Whitney Canada, CFO/VP Finance for UTC’s Power, Controls & Sensing Systems, and senior advisor at Bombardier; earlier career as a CPA at Price Waterhouse (now PwC) . Education: B.A. in Economics (Alfred University) and M.S. in Accounting (Syracuse University); designated an Audit Committee Financial Expert under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bombardier Inc. | Senior Advisor | 2015–2020 | Advisory to aerospace operations; finance-oriented support |
| United Technologies (now RTX) | CFO & VP Finance, Power, Controls & Sensing Systems | 1993–2015 | Financial planning, M&A, government contracting, tax/accounting leadership |
| Sikorsky Aircraft (UTC) | CFO & VP Finance | 1993–2015 (within UTC tenure) | Oversight of aerospace finance; program profitability |
| Pratt & Whitney Canada (UTC) | CFO | 1993–2015 (within UTC tenure) | Division-level CFO responsibilities |
| Price Waterhouse (PwC) | CPA; Staff Auditor → Senior Audit Manager | 1983–1993 | External audit expertise, controls and reporting |
External Roles
- The proxy does not disclose any current public-company directorships for Caswell beyond CVU .
Board Governance
| Item | Details |
|---|---|
| Independence | Determined independent under NYSE American standards; all Audit/Comp/Nominating committee members are independent |
| Committee assignments | Audit & Finance (Chair); Strategic Planning (Member); Oversight (Member) |
| Audit Committee workload | Audit & Finance Committee met 10 times in 2024; Caswell designated as an “audit committee financial expert” |
| Board/committee attendance | Board met 6 times in 2024; no director attended fewer than 75% of meetings; all directors attended the 2024 annual meeting |
| Director stock ownership rules | General stock ownership requirement for non-executive directors: at least 4x annual cash compensation; separate policy statement: 5x cash portion within five years (note discrepancy) |
| Prohibitions | Short sales and hedging transactions prohibited (limited pre-approved exceptions) |
| Related-party review | Audit & Finance Committee pre-approves and reviews related-party transactions per charter |
Fixed Compensation
| Year | Role Basis | Fees Earned (Cash $) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | Audit & Finance Committee Chair | 56,000 | 84,000 | 140,000 |
- Position-based board pay framework: Chairman $200k; Vice Chairman $165k; Audit & Finance Chair $140k; Strategic Planning Chair $140k; Comp Chair $125k; Nominating Chair $120k; other non-exec directors $100k; higher-paying amount applies if multiple roles; Oversight Chair received additional $26k in 2024 .
Performance Compensation
| Component | Terms |
|---|---|
| Director RSUs (2024) | RSUs granted to non-executive directors; vested by December 31, 2024; company accounts for RSU expense at grant-date fair value |
| RSU vesting cadence | RSUs granted on first day of year; vest quarterly upon completion of service as a director; RSUs confer voting rights and are included in beneficial ownership under Rule 13d-3 |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public-company boards | None disclosed in proxy |
| Prior public boards | Not disclosed for Caswell |
| Potential interlocks | Audit Committee controls related-party transaction approvals; no related-party transactions in 2024 |
Expertise & Qualifications
- Financial leadership across aerospace OEMs and suppliers; deep experience in U.S. government contracting, tax, accounting, M&A, and financial planning .
- Audit Committee Financial Expert designation; financial literacy as defined by NYSE American .
- CPA training and audit background at Price Waterhouse (PwC) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Richard Caswell | 153,722 | 1.2% | Includes time-based RSUs that confer voting rights; beneficial ownership figures may include unvested RSUs under Rule 13d-3 |
- Shares outstanding: 13,000,072 as of April 30, 2025 (record date) .
- Pledging/hedging: Short sales and hedging prohibited; pledging not specifically disclosed .
Governance Assessment
- Strengths: Independent director with audit/accounting depth; Audit & Finance Chair overseeing auditor transitions (RSM → Marcum in 2024; selection of CBIZ CPAs for 2025) and robust committee activity (10 meetings), supporting financial reporting quality and risk oversight . Attendance ≥75% with full annual-meeting participation signals engagement . Related-party transactions: none in 2024, reducing conflict risk .
- Alignment: Director equity via RSUs and stock ownership requirements align incentives; RSUs vest service-based quarterly, reinforcing ongoing board service .
- Watch items: Discrepancy between general ownership requirement (4x cash) and separate non-employee director policy (5x cash within five years) is a governance consistency gap; clarity on target and compliance status would improve transparency (RED FLAG: policy inconsistency) . Company’s three-year average equity burn (~4.5%) materially exceeds ISS benchmark for peers (1.23%), though explained by full-value awards; directors are capped at $225k total comp and ≤50,000 shares annually under the 2025 LTIP, which partially mitigates dilution concerns .
- Safeguards: 2025 LTIP prohibits repricing and includes clawback per SEC Rule 10D-1; change-in-control treatment provides accelerated vesting only if awards are not assumed or upon qualifying termination within 12 months post-transaction, balancing retention with shareholder protections .
Overall signal: Caswell’s audit leadership, independence, and attendance support board effectiveness; minimal conflict exposure and equity alignment are positives. The stock ownership policy inconsistency and elevated burn rate merit monitoring, but plan-level guardrails (director comp caps, clawback, no repricing) and active audit oversight temper investor-confidence risks .