Lawrence Waldman
About Lawrence J. Waldman
Independent Chairman of the Board at CVD Equipment Corporation since January 2021; appointed to the Board on October 5, 2016 (approximately 9 years of service). Age 78 as of the June 16, 2025 record date. A New York State CPA with 40+ years in public accounting; holds a B.S. and MBA from Hofstra University. Serves as Audit Committee Chair and has been designated the Board’s “financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP (Long Island) | Managing Partner | 1994–2006 | Led LI office; audit partner to public/private tech companies |
| EisnerAmper LLP | Advisor | Prior to 2016 (date not specified) | Advisory role following KPMG tenure |
| State University of New York (SUNY) Board of Trustees | Audit Committee Chair (prior service) | Not specified | Chaired audit for largest U.S. state university system |
| Long Island Power Authority (LIPA) | Chair; Chair Audit & Finance Committee (prior) | Not specified | Led audit/finance oversight at major U.S. government utility |
| Hofstra University | Adjunct Professor (advanced accounting/auditing) | Not specified | Graduate-level instruction |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Comtech Telecommunications Corp. (Nasdaq: CMTL) | Director; Lead Independent Director (Dec 2021–Mar 2025); Audit Committee Chair | Director since Aug 2015 | Chairs Audit; previously Lead Independent Director |
| Apyx Medical Corporation (Nasdaq: APYX) | Director; Lead Independent Director; Audit Committee Chair | Current | Leads board independence and audit oversight |
| First Long Island Investors, LLC | Senior Advisor | Since 2016 | Senior advisory role |
| Long Island Association | Chairman, Board of Directors | Current | Regional business leadership |
| Long Island Angel Network; Advanced Energy Research Center (Stony Brook) | Director (both) | Current | Innovation/energy ecosystem roles |
Board Governance
- Roles: Non-executive Chairman of the Board (since Jan 2021), Audit Committee Chair; member of Compensation Committee (2025) .
- Independence: Board has a majority of independent directors; Mr. Waldman is identified as independent and the Audit Committee’s “financial expert” .
- Attendance: FY2024 Board met 9 times and each director attended ≥75% of Board and committee meetings; all directors attended the prior annual meeting .
- Independent sessions: Executive sessions of independent directors are a standing agenda item and held with at least 100% of regularly scheduled Board meetings; 9 independent-director meetings were held in FY2024 .
- Committee structure and activity (FY2024): Audit (4 meetings; all members ≥75% attendance); Compensation (1 meeting); Nominating/Governance/Compliance (1 meeting) .
Shareholder Voting Outcomes (2025)
| Item | For | Withheld/Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Lawrence J. Waldman (Director) | 2,527,172 | 230,959 | — | 2,206,675 |
| Say-on-Pay (Advisory) | 2,717,857 | 22,289 | 17,985 | 2,206,675 |
Fixed Compensation (Director)
| Year | Cash Fees | Equity Grant (Annual Equity Retainer) | Total |
|---|---|---|---|
| 2024 | $113,000 | $40,000 (restricted stock) | $153,000 |
| 2023 | $113,000 | $40,000 (restricted stock) | $153,000 |
- Director pay framework (effective Oct 1, 2021): $40,000 Board cash retainer; $40,000 annual equity retainer (granted automatically at AGM); Chair fees—Audit $25,000; Compensation/Nominating $10,000; Non-Executive Chairman leadership fee $48,000 .
- Mr. Waldman’s $113,000 cash in 2023/2024 aligns with Board cash ($40k) + Audit Chair ($25k) + Board Leadership (Chairman) ($48k) .
Performance Compensation (Director)
| Performance Metric Tied to Director Pay | Disclosed? |
|---|---|
| Financial/TSR/ESG targets for director equity | No; annual equity is retainer-based restricted stock, not performance-conditioned |
Director equity at CVV is a fixed-value annual retainer (restricted stock) granted at the annual meeting, not performance-vested; no performance metrics disclosed for director compensation .
Other Directorships & Interlocks
| Company | Overlap/Interlock Considerations |
|---|---|
| Comtech (CMTL); Apyx (APYX) | Service as director and audit chair at unrelated public companies; CVV proxy does not disclose any related-party transactions or business relationships involving these companies and CVV |
Expertise & Qualifications
- Designated Audit Committee “financial expert”; deep audit and financial reporting expertise; CPA (NY) .
- Technology/industrial exposure via audit practice and board roles; governance leadership as independent Chair and audit chair across multiple boards .
Equity Ownership
| Holder | FY2024 Beneficial Ownership (as of 6/17/2024) | % of Class | FY2025 Beneficial Ownership (as of 6/16/2025) | % of Class | Notes |
|---|---|---|---|---|---|
| Lawrence J. Waldman | 71,746 shares | 1.1% | 83,046 shares | 1.2% | Includes 15,000 vested/exercisable options; excludes $40,000 annual equity retainer shares to be determined at AGM |
- Section 16 compliance: FY2024 proxy reports timely filings for officers, directors, and 10% holders during FY2024 .
Governance Assessment
-
Strengths
- Independent Board Chair role separating Chair/CEO; strong independent oversight architecture with routine executive sessions and a majority-independent Board .
- Audit Committee leadership with designated “financial expert”; quarterly Audit Committee cadence and full attendance thresholds met; clean Section 16 compliance disclosure in 2024 proxy .
- Consistent director compensation structure (balanced cash + equity) with transparent Chair premia; stable Y/Y levels (2023–2024) indicating pay discipline .
- Shareholder support: 2025 re-election received substantial votes for; say-on-pay support also strong in 2025 .
-
Watch items
- Multiple audit chair roles across issuers (CVV, Comtech, Apyx) increase workload; no attendance shortfalls disclosed but time-commitment concentration should be monitored for potential overboarding at smaller issuers .
- Related-party transaction policy disclosed; no specific transactions listed—continue to monitor for any external board/company linkages that could create supplier/customer conflicts (none disclosed) .
-
RED FLAGS
- None disclosed regarding legal proceedings, pledging/hedging, option repricing, or related-party transactions for Mr. Waldman in the cited filings .
Notes on Committees and Independence (Detail)
| Committee | FY2024 Members | Chair | Meetings FY2024 | Independence |
|---|---|---|---|---|
| Audit | Waldman, Brill, Wasser | Waldman | 4 | All independent; Waldman is financial expert |
| Compensation | Lotfi, Africk, Waldman | Lotfi | 1 | All independent |
| Nominating/Governance/Compliance | Brill, Lotfi, Wasser | Brill | 1 | All independent |
Board met 9 times in FY2024; each director met ≥75% meeting attendance; independent directors held 9 meetings in FY2024 .
Related References
- Director service and leadership: proxies 2024/2025 (board size, independence, leadership split) .
- Biography, qualifications, current external boards: proxies 2024/2025 .
- Committee composition and activity: proxy 2025 .
- Director compensation details and plan: proxies 2024/2025 .
- Beneficial ownership: proxies 2024/2025 .
- Annual meeting vote outcomes (2025): Form 8-K Item 5.07 (Aug 12, 2025) .