Robert Brill
About Robert M. Brill
Dr. Robert M. Brill (age 78) is an independent director of CVD Equipment Corporation (CVV), appointed March 5, 2021, with prior board service from April 2018 to October 2019; he chairs the Nominating, Governance & Compliance Committee and serves on the Audit Committee . He is a venture capital veteran (co‑founder/managing partner, Newlight Management, 1997–2019) with semiconductor operating experience (GM, Harris Corporation’s CMOS Semiconductor Division; technical/management roles at IBM), and holds a Ph.D. in nuclear physics (Brown) plus B.A./B.S. in Engineering Physics (Lehigh) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Newlight Management | Co‑founder & Managing Partner | 1997–2019 | Led early-stage tech VC investing |
| Poly Ventures | General Partner | Prior to 1997 | Long Island-based venture fund |
| Harris Corporation | GM, CMOS Semiconductor Division | Not disclosed | Operational P&L/semiconductor manufacturing leadership |
| IBM (Semiconductor operations) | Technical & management roles | Not disclosed | Engineering/operations experience |
| CEO roles | CEO of public and private companies | Not disclosed | Executive leadership track record |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Long Island Angel Network | Board Member | Current | Early-stage angel investing; information flow/network access |
| Private company (unnamed) | Board Member | Current | One private company board (not named) |
| Multiple public/private company boards | Director (prior) | Prior | Prior service on multiple boards (not enumerated) |
Board Governance
- Independence: CVV’s board has a majority of independent directors; Brill is designated independent under NASDAQ rules .
- Committee assignments (current, FY2024/2025):
- Audit Committee member; independent composition; 4 meetings in FY2024 with ≥75% attendance by members; “financial expert” designation held by Waldman (not Brill) .
- Nominating, Governance & Compliance Committee chair; independent composition; 1 meeting in FY2024 with full attendance .
- Compensation Committee: Brill was a member in FY2023; as of FY2024/2025, committee consists of Lotfi (Chair), Africk, Waldman (Brill not currently listed) .
- Board activity/attendance: Board held 9 meetings in FY2024; each director attended ≥75% of Board and committee meetings; all directors attended the prior Annual Meeting .
- Independent director executive sessions: 9 sessions in FY2024 without management present .
- Board leadership: Chairman role is separated from CEO (Waldman is non‑executive Chair), with routine executive sessions and fully independent committees .
Committee Assignments – Year-over-Year
| Committee | FY2023 Composition | FY2024/2025 Composition | Brill’s Role |
|---|---|---|---|
| Audit | Waldman (Chair), Brill, Lotfi, Nielsen, Wasser | Waldman (Chair), Brill, Wasser | Member (unchanged) |
| Compensation | Nielsen (Chair), Waldman, Brill, Lotfi, Wasser | Lotfi (Chair), Africk, Waldman | Member (FY2023); not listed FY2024/2025 |
| Nominating, Governance & Compliance | Brill (Chair), Waldman, Lotfi, Nielsen, Wasser | Brill (Chair), Lotfi, Wasser | Chair (unchanged) |
Fixed Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Fees Earned (Cash) | $50,000 (includes $40,000 board cash retainer + $10,000 committee chair fee) | $50,000 (includes $40,000 board cash retainer + $10,000 committee chair fee) |
| Committee Chair Fee (detail) | Nominating Chair = $10,000; Audit Chair = $25,000; Compensation/Strategic Planning Chairs = $10,000; Non‑Executive Chair board leadership = $48,000 (plan terms) | Same plan terms; applied across directors |
| Meeting Fees | Not disclosed | Not disclosed |
| Total (Cash) | $50,000 | $50,000 |
Performance Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Annual Equity Retainer ($) | $40,000 (Restricted Stock Award) | $40,000 (Restricted Stock Award) |
| Grant Timing | Automatically granted on Annual Meeting date (Aug 9, 2024) | Automatically granted on Annual Meeting date (Aug 8, 2025) |
| Vehicle | Restricted Stock Awards under Director Compensation Plan | Restricted Stock Awards under Director Compensation Plan |
| Vesting Schedule | Not disclosed | Not disclosed |
| Performance Metrics (TSR/EBITDA/ESG) | None disclosed for directors | None disclosed for directors |
Plan structure: CVV’s Director Compensation Plan sets (i) Annual Board Cash Compensation of $40,000 and (ii) Annual Equity Retainer of $40,000, plus specified chair and board leadership fees; awards are automatically granted at the annual meeting date .
Other Directorships & Interlocks
| Company/Organization | Current/Prior | Role | Potential Interlock |
|---|---|---|---|
| Long Island Angel Network | Current | Board Member | Network linkage with early-stage tech investors |
| Private company (unnamed) | Current | Board Member | Not disclosed |
| Multiple public/private boards | Prior | Director | Not enumerated; no specific issuer conflicts disclosed |
Expertise & Qualifications
- Advanced technical education: Ph.D. in nuclear physics (Brown); B.A. and B.S. in Engineering Physics (Lehigh) .
- Semiconductor operations/leadership: GM at Harris CMOS; roles at IBM’s semiconductor operation .
- Investment experience: Venture capital leadership (Newlight; Poly Ventures) and angel network board membership .
- Executive experience: CEO of public and private companies (prior) .
Equity Ownership
| Metric | FY2024 | FY2025 |
|---|---|---|
| Beneficial Ownership (shares) | 24,531 | 35,831 |
| % of Outstanding | <1% (“*”) | <1% (“*”) |
| Options/RSUs (director-specific) | Not disclosed | Not disclosed |
| Shares Pledged | Not disclosed | Not disclosed |
| Notes | FY ownership excludes shares to be issued per $40,000 Annual Equity Retainer; options disclosure provided for some directors, but not for Brill in proxy tables |
Governance Assessment
- Board effectiveness: Brill chairs the Nominating, Governance & Compliance Committee (director selection, governance oversight) and serves on the Audit Committee (financial reporting oversight), supporting independent board processes and director pipeline quality .
- Independence and engagement: Confirmed independent; Board held 9 meetings in FY2024 with ≥75% attendance by all directors; independent director executive sessions held 9 times in FY2024, indicating active oversight without management .
- Compensation alignment: Director pay is modest for a smaller reporting company, mixing cash ($40k base plus chair fees) and equity ($40k annual equity retainer), reinforcing alignment through annual restricted stock awards .
- Ownership alignment: Personal holdings remain <1% of outstanding shares; while typical for small-cap directors, low personal ownership can be a caution for “skin-in-the-game” alignment; however, annual equity retainer provides ongoing stake accumulation .
- Shareholder sentiment: 2025 Say‑on‑Pay approval was overwhelmingly supportive (For 2,717,857; Against 22,289; Abstain 17,985; Broker Non‑Votes 2,206,675), signaling investor confidence in compensation governance .
- Conflicts/related‑party exposure: Proxy discloses a related‑party policy and approval thresholds but did not describe specific related‑party transactions; no legal proceedings involving nominees in the past ten years were required to be disclosed .
- RED FLAGS: None disclosed on pledging/hedging, related‑party transactions over threshold, options repricing, or legal/SEC proceedings; primary watch item is low direct ownership (<1%) vs. ongoing equity retainer .
Shareholder Votes – 2025 Annual Meeting (Signal of governance support)
| Proposal | Votes For | Votes Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Director Elections (Brill) | 2,526,772 | 231,359 | — | 2,206,675 |
| Ratify Auditor (CBIZ CPAs P.C.) | 4,919,573 | 36,254 | 8,979 | — |
| Say‑on‑Pay | 2,717,857 | 22,289 | 17,985 | 2,206,675 |
Note: Board leadership remained separated (independent Chair), and all committees were composed solely of independent directors, reinforcing oversight quality .
Notes and Sources
- Director biography, roles, and qualifications: Proxy statements (DEF 14A 2024, DEF 14A 2025) .
- Age/positions and committee assignments: Proxy tables and committee sections .
- Independence and board practices: Proxy governance disclosures .
- Director compensation and plan terms: Proxy director compensation tables and plan description .
- Beneficial ownership: Proxy ownership tables .
- Legal proceedings: None disclosed requirement .
- Say‑on‑Pay and vote outcomes: Item 5.07 Form 8‑K (Aug 12, 2025) .