Debra Wasser
About Debra Wasser
Debra Wasser (age 60) is an independent director of CVD Equipment Corporation, elected on July 13, 2023. She is currently Vice President of Investor Relations at Etsy, Inc., with prior leadership roles in investor relations and communications at Edelman, Veeco Instruments, and Dewe Rogerson; she holds a B.S. in Communications and Business from SUNY Albany . CVD’s Board has determined she is “independent” under Nasdaq rules, and the Board maintained a majority of independent directors in 2024–2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Veeco Instruments (Nasdaq: VECO) | SVP, Investor Relations & Corporate Communications | “over 15 years” (dates not specified) | Built global IR program; led communications through M&A and secondary offering |
| Edelman | Led U.S. Investor Relations Practice | 2015–2018 (per bio chronology) | Advised boards on IR, transactions, crisis communications |
| Dewe Rogerson Inc. | Vice President | Prior to Veeco (dates not specified) | Ran U.S. IR client base across sectors; scaled firm from 4 to 80 employees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Etsy, Inc. (Nasdaq: ETSY) | VP, Investor Relations (current) | Since April 2018 | Leads shareholder relations, reporting, targeting, governance engagement |
| NIRI (Association of Investor Relations Professionals) | Board Member (National Chapter, max 4-year service); prior NY Chapter Board | Not specified | Long-standing IR industry leadership |
Board Governance
- Committee assignments:
- Audit Committee: Member (2024–2025); Chair is Lawrence J. Waldman; all members independent; Audit met quarterly; all committee members attended at least 75% in 2024 .
- Nominating, Governance & Compliance Committee: Member (2024–2025); Chair is Robert M. Brill; all members independent; one meeting in 2024 with full attendance .
- Compensation Committee: Member in 2024; all members independent; one meeting in 2024 with full attendance; consultant used in 2021 .
- Independence and leadership: Board separated Chair and CEO in Jan 2021; independent director executive sessions are standard and held with at least 100% of regular Board meetings .
- Attendance: Board held 9 meetings in fiscal 2024; each director attended at least 75% of Board and committee meetings; all directors attended the prior Annual Meeting .
- Legal proceedings: No legal proceedings requiring disclosure for director nominees in past ten years .
Committee Membership Matrix
| Committee | 2024 | 2025 |
|---|---|---|
| Audit | Member | Member |
| Compensation | Member | Not listed as member |
| Nominating/Governance/Compliance | Member | Member |
Fixed Compensation
- Director compensation plan: Annual Board Cash Compensation $40,000; Annual Equity Retainer $40,000 granted at the Annual Meeting; Chair fees: Audit Chair $25,000; Compensation/Nominating Chairs $10,000; Non-Executive Chairman leadership compensation $48,000 .
| Year | Cash Retainer ($) | Equity (Restricted Stock) ($) | Total ($) |
|---|---|---|---|
| 2023 | $18,696 | $20,000 | $38,696 |
| 2024 | $40,000 | $40,000 | $80,000 |
Note: The Annual Equity Retainer is automatically granted on the date of the Annual Meeting; share counts are determined at grant; amounts shown are grant-date fair value .
Performance Compensation
- No performance-based director pay disclosed (no PSUs, options tied to TSR/EBITDA, or performance metrics). Director equity is structured as time-based restricted stock per plan; no performance metric table provided in proxy for non-employee directors .
Other Directorships & Interlocks
- Public company boards: None disclosed for Ms. Wasser .
- Industry ties: Prior executive IR roles at Veeco Instruments (semiconductor equipment) and current IR role at Etsy (e-commerce marketplace); no related-party transactions or conflicts disclosed involving these entities .
Expertise & Qualifications
- Three decades advising public company boards on investor relations, corporate/commercial communications, transactions, and crisis response; IR industry leadership via NIRI Board roles .
- Functional skills aligned to Audit/Nominating committee work: governance engagement, corporate messaging, investor connectivity, analyst coverage, and capital markets communications .
Equity Ownership
| As-of Date | Beneficial Shares | Percent of Class | Notes |
|---|---|---|---|
| June 17, 2024 | 5,831 | <1% | Does not include shares to be issued from the Annual Equity Retainer |
| June 16, 2025 | 17,636 | <1% | Does not include shares to be issued from the Annual Equity Retainer |
- Options/RSUs: Not disclosed for Ms. Wasser; Audit Chair Waldman holds vested/exercisable options, but Wasser’s ownership footnote notes pending equity retainer shares .
- Pledging/hedging: No pledging or hedging disclosure issues noted for 2024; Insider Trading Policy in place .
Insider Filings
| Year | Section 16(a) Filings Timeliness |
|---|---|
| 2024 | All filings timely for officers, directors, and >10% holders |
| 2023 | Delinquent Forms 4 noted for certain executives; directors not identified in delinquent list |
Say-on-Pay & Shareholder Feedback
- 2025 say-on-pay approved: Votes for 2,717,857; against 22,289; abstain 17,985; broker non-votes 2,206,675 .
- 2025 director election support for Debra Wasser: Votes for 2,549,366; withheld 208,765; broker non-votes 2,206,675 .
2025 Annual Meeting Voting Snapshot
| Item | For | Against/Withheld | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Debra Wasser Director Election | 2,549,366 | 208,765 | — | 2,206,675 |
| Say-on-Pay (NEOs) | 2,717,857 | 22,289 | 17,985 | 2,206,675 |
Related Party Transactions & Policies
- Related party transaction policy requires approval above $120,000 and Audit Committee/Board oversight; no related party transactions disclosed involving Ms. Wasser for 2024–2025 .
- Executive compensation clawback policy adopted October 2, 2023, compliant with Nasdaq/Exchange Act Section 10D (applies to executives; adds governance rigor) .
Compensation Committee Analysis
- Composition independent; utilized an external compensation consultant in 2021; one meeting held in 2024 with full attendance; CEO provides input but does not participate in deliberations on his own pay .
- Director compensation plan calibrated with consultant recommendations, mixing 50% cash and 50% equity plus chair/leadership premia .
Governance Assessment
- Board effectiveness: Wasser’s IR expertise strengthens investor engagement, disclosure quality, and governance communications—skills aligned with Audit and Nominating mandates; her committee service across Audit and Nominating suggests active oversight and engagement .
- Independence and attendance: Independent status, ≥75% attendance threshold met at Board and committees in 2024, and participation in executive sessions supports investor confidence .
- Ownership alignment: Beneficial holdings increased from 5,831 to 17,636 shares year-over-year, plus annual equity retainer (not included in totals until granted); still <1% ownership as typical for micro-cap directors, with no pledging disclosure—alignment is moderate and standard for non-employee directors .
- Pay structure: Balanced cash/equity ($40k/$40k) with no performance-conditioned director equity; chair fees tied to responsibility rather than performance metrics—consistent with small-cap governance norms .
- Shareholder sentiment: Strong re-election support in 2025 and say-on-pay passage indicate broad investor approval of governance and pay practices .
RED FLAGS: None disclosed regarding related-party transactions, pledging/hedging, low attendance, or director-specific pay anomalies. 2023 noted some delinquent Form 4 filings for executives (not directors), which the company disclosed and addressed; 2024 filings were timely .