Terry Stinson
About Terry Stinson
Terry Stinson (age 83) is currently Vice Chairman of the Board at CPI Aerostructures (CVU), serving on the Compensation & Human Resources Committee and chairing the Strategic Planning Committee; he has been a director since June 2014 and previously served as Non‑Executive Chairman from November 2018 through 2024, and Compensation Committee Chair from 2014–2018 . His career includes senior leadership roles across aerospace and defense at AAR CORP., Bell Helicopter Textron, Textron Aerospace Systems, United Technologies’ Hamilton Standard, and Xelus, and he is CEO of Stinson Consulting, LLC (since 2001), providing aerospace strategic alliances and marketing . He is deemed independent under NYSE American standards, with no family relationships among directors or named officers .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hamilton Standard (United Technologies) | President | 1986–1996 | Led defense supplier division operations |
| Textron Inc. – Aerospace Systems & Components | Group VP & Segment President | 1991–1996 | Aerospace segment leadership |
| Bell Helicopter Textron Inc. | President; later Chairman & CEO | President: 1996–1998; Chairman & CEO: 1998–2001 | Led vertical lift aircraft business |
| Xelus, Inc. | Chief Executive Officer | 2002–2005 | Enterprise service management solutions |
| AAR CORP. | Group VP; Executive VP | Group VP: 2007–2013; EVP: 2013–May 31, 2014 | Senior leadership at publicly traded aerospace company |
| Stinson Consulting, LLC | Chief Executive Officer | 2001–present | Aerospace strategic alliances and marketing |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lennox International Inc. | Director (prior) | Not specified | Served on Board Governance, Compensation, and Human Resources Committees |
| Triumph Group, Inc. | Director (prior) | Sep 2003–Mar 2008 | Aerospace manufacturing and repair board service |
| AAR CORP. | Independent consultant (current) | Current | Advisory role; not disclosed as related‑party transaction at CVU for 2024 |
Board Governance
- Current CVU roles: Vice Chairman; member, Compensation & Human Resources Committee; Chair, Strategic Planning Committee .
- Independence: Determined independent by Nominating & Corporate Governance Committee; all committee members are independent .
- Attendance and engagement: Board met six times in 2024; all directors attended the 2024 annual meeting; no director attended fewer than 75% of board and committee meetings . Strategic Planning Committee met two times in 2024 .
- Leadership changes: 2024 proxy lists Stinson as Non‑Executive Chair; 2025 proxy director table lists him as Vice Chairman while Carey Bond is Chairman, indicating a transition in chair role .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 80,000 | 120,000 | 200,000 |
| 2024 | 80,000 | 120,000 | 200,000 |
- Director compensation structure (role‑based totals): Chairman $200,000; Vice Chairman $165,000; Audit & Finance Chair $140,000; Strategic Planning Chair $140,000; Compensation Chair $125,000; Nominating Chair $120,000; other directors $100,000; higher‑paying role applies if multiple positions .
- Stock awards to non‑executive directors were RSUs that fully vested by year‑end 2024; expense recognized at grant‑date fair value .
Performance Compensation
- As a Compensation & Human Resources Committee member, Stinson oversees at‑risk executive pay tied to Company performance; program emphasizes revenue and free cash flow targets to align pay with results and shareholder value creation .
- FY2023–FY2024 example metrics used for NEOs (illustrative of committee’s approach):
| Period | Company/Role | Performance Metrics Used |
|---|---|---|
| FY 2023 | NEO program (general) | Revenue and free cash flow targets; committee sets performance goals annually . |
| FY 2023 | CFO (Andrew Davis) | Accounts payable delinquency; bank debt minus cash; net profit; performance‑based restricted stock vesting on metric thresholds . |
| FY 2024 | NEO program (general) | Revenue and free cash flow targets; annual goal‑setting by committee . |
| FY 2024 | CFO (Andrew Davis) | Accounts payable delinquency; bank debt minus cash; net profit; pro‑rated bonus per Severance & Change in Control Agreement terms . |
- Equity plan governance: 2025 LTIP sets minimum 1‑year vesting (limited 5% carve‑out) and caps non‑employee director total annual compensation at $225,000 and ≤50,000 shares, with disclosure required for justified exceptions (e.g., chair roles) .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Note |
|---|---|---|
| AAR CORP. | Independent consultant | No related‑party transactions disclosed at CVU in 2024; independence affirmed . |
| Lennox International; Triumph Group | Prior public boards | Broader network across industrial/aerospace; prior service only . |
Expertise & Qualifications
- Aerospace industry leadership across OEMs and Tier‑1 suppliers; extensive M&A, corporate governance, and executive leadership experience; public company director background .
- Skills matrix indicates Executive Leadership, Public Company Director, M&A, Corporate Governance & Supervision, Aerospace Industry Experience .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Terry Stinson | 295,404 | 2.3% |
- Non‑executive director stock ownership policies: ongoing requirement to hold shares valued at least 4x annual cash compensation before and after any stock sales; additionally, expectation to reach 5x cash portion within five years of joining the board .
- Hedging/short sales prohibited, except limited pre‑approved circumstances; supports alignment with shareholders .
- RSUs granted to directors in 2024 vested by year‑end, implying no unvested year‑end director equity from that grant cohort .
Governance Assessment
- Strengths: Independent status; chairing Strategic Planning Committee; long-tenured aerospace operator with prior Fortune 500 executive experience; robust committee oversight of human capital risks and pay structure; solid board attendance metrics .
- Alignment: Meaningful ownership (2.3%), director equity used annually, and stringent stock ownership/anti‑hedging policies; director pay below plan cap and structured to reflect responsibilities .
- Watch items: Transition from Non‑Executive Chair (2024) to Vice Chair (2025) suggests evolving board leadership; ensure clarity on role‑specific oversight authority and continuity of independent chair function; company‑level equity grant burn rate (avg ~4.5% over 2022–2024) exceeds ISS benchmark and merits monitoring for dilution, though Company cites full‑value awards and retention rationale .
- Conflicts/related party: No related‑party transactions in 2024; continued consulting to AAR CORP. disclosed but not identified as related‑party; maintain oversight given aerospace ecosystem interconnectivity .
RED FLAGS: None disclosed for related‑party transactions, hedging/pledging, or low attendance; equity burn rate above ISS benchmark is a shareholder dilution consideration, not a director‑specific red flag .