Richard Catalano
About Richard Catalano
Richard A. Catalano, 65, is Chief Financial Officer, Executive Vice President, and Secretary of CVD Equipment Corporation, appointed effective August 30, 2022; he is a CPA (NY) with 35+ years at KPMG LLP, where he became an audit partner in 1993 and later led practice areas including Metro NY Healthcare & Life Sciences and co-led KPMG’s Global Audit Methodology Group . Company performance context: Pay-versus-Performance disclosures show total shareholder return (TSR) index values of 149.32 (2022), 120.05 (2023), and 119.24 (2024) and net income (loss) of $(221)k (2022), $(4,180)k (2023), and $(1,898)k (2024) . Catalano is a named executive officer (NEO) alongside the CEO and a division GM for purposes of say-on-pay and compensation discussion .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| KPMG LLP | Audit Partner; later leader of Metro NY Healthcare & Life Sciences Practice; co-led Global Audit Methodology Group | Not disclosed | Advised clients on SEC filings, merger-related accounting, private equity transactions; led audit methodology and industry practice leadership |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Certified Public Accountant (New York State) | CPA | Not disclosed | Professional credential underpinning financial reporting and audit expertise |
Fixed Compensation
| Year | Base salary ($) | Target bonus (%) | Actual bonus ($) | All other comp ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 283,800 | Not disclosed | — | 26,772 (401k + insurance) | No equity grants in 2024 to NEOs |
| 2023 | 274,700 | Not disclosed | — | 27,201 (401k + insurance) | Option award grant-date FV $233,330 in 2023 |
Performance Compensation
- Cash incentive plan: Bonuses are paid under the Company’s Management Bonus Plan; Catalano received no bonus for 2023 or 2024; the proxy does not disclose specific performance metrics, targets, or weightings for NEO bonuses .
- Clawback: An executive compensation clawback policy (NASDAQ/Exchange Act Section 10D compliant) effective October 2, 2023 requires recovery of excess incentive-based compensation upon a material accounting restatement (lookback three years) .
Equity Awards (Options) – Outstanding as of December 31, 2024
| Instrument | Exercisable | Unexercisable | Exercise price ($) | Expiration | Vesting terms |
|---|---|---|---|---|---|
| Stock options | 6,250 | 18,750 | 14.11 | 3/23/2033 | 2023 grants vest 25%/yr over 4 years; 10-year life |
| Stock options | 10,000 | 10,000 | 5.42 | 8/30/2032 | Vesting schedule not explicitly disclosed for 2022 grants |
2023 Option Awards – Grant Accounting
| Year | Option awards (grant-date fair value, $) | Vesting | Life |
|---|---|---|---|
| 2023 | 233,330 | 25% per year over 4 years | 10 years |
Annual Incentive Plan Metrics and Payouts
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Not disclosed | — | — | — | No bonus paid to Catalano for 2023 or 2024 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 22,500 shares/derivatives (beneficial), <1% of outstanding |
| Composition | Includes options exercisable or becoming exercisable within 60 days of 6/16/2025: Catalano – 22,500 |
| Vested vs unvested (12/31/2024) | 16,250 options exercisable; 28,750 unexercisable outstanding (two grants) |
| Options in-the-money value | Not disclosed in proxy (stock price not provided) |
| Pledging/hedging | Proxy includes Insider Trading Policy; specific hedging/pledging restrictions not described in the cited sections |
| Ownership guidelines | Not disclosed |
Employment Terms
- Employment agreement: The proxy discloses an employment agreement for the CEO; “Other than as set forth above, there are no arrangements for compensation of directors or Named Executive Officers and there are no employment contracts between the Company and its directors or any change in control arrangements,” implying no employment contract or change-in-control arrangement is in place for Catalano .
- Severance/change-in-control: No severance or CIC multiples disclosed for Catalano; accelerated vesting terms for NEOs other than CEO not disclosed .
- Non-compete/non-solicit: Not disclosed for Catalano .
- Clawback: Company-wide clawback policy effective October 2, 2023 .
Investment Implications
- Pay-for-performance discipline: Zero cash bonuses to Catalano for 2023–2024 and no NEO equity grants in 2024 suggest conservatism and alignment with results amid negative net income in 2023–2024; this reduces compensation-driven dilution and signals cautious variable pay practices .
- Retention and selling pressure: Catalano’s equity is primarily in unvested/long-dated options (expiring 2032–2033) with 25%/year vesting for 2023 grants; this creates multi-year retention hooks and lowers near-term insider selling pressure relative to RSUs, which can be more immediately liquid upon vesting .
- Alignment quality: Beneficial ownership is minimal (<1% and comprised entirely of options exercisable within 60 days), which weakens “skin-in-the-game” alignment versus executives holding significant outright shares; absence of disclosed ownership guidelines further limits alignment signaling .
- Contractual risk: Lack of an employment contract or defined CIC/severance arrangements for Catalano lowers potential severance liabilities for shareholders but may raise retention risk during strategic transitions or M&A given reduced economic protections .
- Governance protections: Independent Compensation Committee oversight and an Exchange Act-compliant clawback policy provide baseline governance safeguards over incentive pay and restatement-related recoupment .
- Performance backdrop: TSR declined from 149.32 (2022) to 119.24 (2024) with net losses in 2023–2024; the absence of disclosed annual incentive performance metrics/targets reduces transparency into how operating outcomes map to potential future NEO payouts .