Ashraf Lotfi
About Ashraf Lotfi
Dr. Ashraf Lotfi (age 64) is an independent director at CVD Equipment Corporation (CVV), appointed to the Board on August 18, 2023. He previously served as Vice President and Fellow at Intel, Power CTO at Altera (acquired by Intel in 2015), and Founder/CEO of Enpirion (founded 2002; merged into Altera in 2013). He holds a B.S. in Electrical Engineering from Cairo University and an M.S. and Ph.D. in Electrical Engineering from Virginia Tech .
Past Roles
| Organization | Role | Tenure/Date Markers | Committees/Impact |
|---|---|---|---|
| Enpirion, Inc. | Founder, President & CEO | Founded 2002; led strategy; merger into Altera in 2013 | Led vision for power converter-on-chip and integration with FPGA loads |
| Altera Corporation | Power Chief Technology Officer | Acquisition by Intel in 2015 noted | Drove highly integrated power management aligned to digital silicon loads |
| Intel Corporation | Vice President and Fellow | Not disclosed | Senior technology leadership in power electronics |
| Bell Laboratories | Director, Advanced Power Research | Not disclosed | Led advanced power research |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lotus Microsystems ApS | Board member | Current | Listed as current board service |
| Xonia Ltd. / Xonai Ltd. | Board member | Current | Listed in proxy (spelling varies in sections) |
| HyperCIM Ltd. | Board member | Current | Listed as current board service |
| Deep Sciences Ventures | Venture Partner | Current | Venture partner affiliation |
Board Governance
- Independence: CVV’s Board has a majority of independent directors; Lotfi is classified as “independent” under NASDAQ rules .
- Committees (2025):
- Compensation Committee: Chair (members: Lotfi, Africk, Waldman) .
- Nominating, Governance & Compliance Committee: Member (Chair: Brill; members: Brill, Lotfi, Wasser) .
- Audit Committee: Not a member in 2025 (members: Waldman (Chair), Brill, Wasser) .
- Attendance: Board held 9 meetings in FY2024; each director attended at least 75% of Board and committee meetings. Independent director executive sessions were held in connection with at least 100% of regularly scheduled Board meetings; independent directors held 9 sessions in FY2024 .
- Board leadership: Independent Chairman (Waldman) since January 2021; executive sessions are a standing agenda item .
Fixed Compensation
| Component | 2023 | 2024 | Plan Details |
|---|---|---|---|
| Annual Board Cash Retainer ($) | $14,783 | $42,500 | Standard $40,000 annual Board cash; Chair fees: $10,000 (Comp, Nominating, Strategic), $25,000 (Audit); Non-Executive Chair $48,000 |
| Committee Chair Fees ($) | Not disclosed | Included in totals if applicable | See plan amounts above |
Notes: Lotfi’s 2023 cash appears pro-rated due to mid-2023 appointment; 2024 cash reflects full-year plus any role-based fees as applicable .
Performance Compensation
| Equity Element | 2023 | 2024 | Structure / Metrics |
|---|---|---|---|
| Annual Equity Retainer ($ fair value) | $14,783 | $40,000 | Annual restricted stock (time-based), automatically granted on date of Annual Meeting; no performance metrics disclosed for director equity |
The director equity program is time-based; no TSR/financial performance conditions are disclosed for non-employee directors .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlocks |
|---|---|---|---|
| Lotus Microsystems ApS | Private | Board member | No CVV-related transactions disclosed |
| Xonia/Xonai Ltd. | Private | Board member | No CVV-related transactions disclosed |
| HyperCIM Ltd. | Private | Board member | No CVV-related transactions disclosed |
No public company directorships for Lotfi are disclosed; no interlocks with CVV competitors/customers are reported .
Expertise & Qualifications
- Power electronics and semiconductor systems expert; senior leadership roles at Intel and Altera; founder-led scaling of Enpirion to merger .
- Education: B.S. Cairo University; M.S./Ph.D. Virginia Tech .
- Brings applied technology depth to CVV’s equipment and materials businesses .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficial ownership (shares) | 6,336 | 17,131 |
| Percent of shares outstanding | <1% | <1% |
| Options held | Not disclosed | Not disclosed |
| Shares pledged | Not disclosed | Not disclosed |
Footnote notes that 2024/2025 tables exclude shares to be issued per Annual Equity Retainer granted at Annual Meeting; no option holdings for Lotfi are listed in the footnotes .
Compensation Committee Analysis
- 2025 Composition: Lotfi (Chair), Africk, Waldman—each independent under NASDAQ rules .
- Authority: Broad discretion over equity awards and executive/director compensation; may retain compensation consultants (committee previously used a consultant in 2021) .
- Meetings: Held 1 meeting in FY2024; all members attended .
- Governance controls: Executive compensation clawback policy adopted Oct 2, 2023 (applies to current/former executive officers; not director equity) .
Say-on-Pay & Shareholder Feedback (Context)
| Proposal (2025) | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay (NEOs) | 2,717,857 | 22,289 | 17,985 | 2,206,675 |
Strong support for executive compensation suggests a constructive governance climate; while not a director vote, it indicates investor confidence in overall compensation oversight .
Related Party Transactions / Conflicts
- CVV policy requires audit committee and board review of related party transactions over $120,000; no related party transactions involving Lotfi are disclosed .
Governance Assessment
-
Strengths:
- Independent status and deep domain expertise aligned with CVV’s semiconductor and power equipment markets .
- Chair of Compensation Committee, with independent composition and authority to engage advisors; presence of clawback policy for executives enhances pay-for-performance integrity .
- Board and committee attendance at or above thresholds; regular independent director executive sessions improve oversight .
- Clear director compensation structure with balanced cash/equity, adding ownership alignment via annual equity retainer .
-
Watch items / RED FLAGS:
- No explicit disclosure of director stock ownership guidelines or pledging/hedging policies for directors (beyond company insider trading policy)—monitor alignment and potential pledging .
- 2024 cash retainer above base ($42,500 vs. $40,000) without granular breakdown in proxy; ensure transparency on chair/member fee changes and timing .
- External board roles are in private companies; absence of disclosed related-party links is positive, but continue monitoring for any supplier/customer relationships given Lotfi’s industry network .
Overall, Lotfi’s technical pedigree and current committee leadership support board effectiveness. Continued disclosure on director ownership guidelines and detailed fee components would further strengthen investor confidence .