Warren Cheesman
About Warren Cheesman
Warren D. Cheesman is Vice President of Manufacturing Operations at CVD Equipment Corporation (CVV), appointed in October 2022; he is 52 years old as of June 16, 2025 . He brings 25+ years of management experience across semiconductor, medical device, and defense equipment sectors, with roles in engineering, operations, quality, and strategic sourcing at Veeco Instruments, Air Techniques, and Kongsberg Defense & Aerospace; he holds two MS degrees from Stony Brook University (Technology Management; Materials Science & Engineering), a BS in Mechanical Engineering from Virginia Tech, and a Six Sigma Black Belt . Company performance context: CVV revenue grew 11.5% year over year to $26.9M in FY2024, with net loss improving to $(1.9)M from $(4.2)M and TSR value of $119.24 for FY2024 vs $120.05 in FY2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Veeco Instruments | Engineering, operations, quality, strategic sourcing roles | Not disclosed | Process improvement, lean manufacturing, risk management, cross-division collaboration |
| Air Techniques | Engineering, operations, quality, strategic sourcing roles | Not disclosed | Manufacturing leadership and continuous improvement |
| Kongsberg Defense & Aerospace | Engineering, operations, quality, strategic sourcing roles | Not disclosed | Quality systems and operational excellence |
Fixed Compensation
- Cheesman is an executive officer but not a named executive officer (NEO) in FY2024 and FY2025; CVV’s proxies disclose detailed compensation only for NEOs (Lakios, Catalano, Collins), and do not provide Cheesman’s base salary, target bonus, or actual bonus .
Performance Compensation
- CVV uses equity incentive plans (2007, 2016, 2022) for options and restricted stock; options must be granted at or above market price on grant date per plan rules .
- Cheesman’s individual grant dates, strike prices, vesting schedules, and award fair values are not disclosed in the proxies; the ownership tables indicate options exercisable or becoming exercisable within 60 days contribute to beneficial ownership .
Equity Ownership & Alignment
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Beneficial ownership (including options exercisable within 60 days) – Shares | 7,500 | 15,000 |
| Ownership % of shares outstanding | <1% | <1% |
| Shares outstanding at record date | 6,824,511 (Dec 31, 2023) | 6,881,838 (June 16, 2025) |
| Pledged shares | None disclosed |
- Executive officers are subject to CVV’s insider trading policy; no specific anti-pledging or anti-hedging provisions are disclosed in the proxy .
Employment Terms
- Clawback: CVV adopted an Executive Compensation Clawback Policy effective October 2, 2023; applies to current and former executive officers. If CVV must restate financials, the company must recover incentive-based compensation received in the three years prior that exceeds amounts based on the restated results .
- Employment agreements and change-of-control: Beyond the CEO’s employment agreement, CVV states there are no employment contracts or change-in-control arrangements with directors or Named Executive Officers; no individual employment contract is disclosed for Cheesman .
- Non-compete/Non-solicit/Garden leave: Not disclosed for Cheesman in public filings .
- Severance/COC economics: Not disclosed for Cheesman; CEO severance terms (salary and benefits continuation for nine months on termination without cause or for good reason) do not extend to other executives per the proxy narrative .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($USD Millions) | $24.109 | $26.876 |
| Gross Profit ($USD Millions) | $5.071 | $6.331 |
| Gross Margin % | 21.0% | 23.6% |
| Operating Income (Loss) ($USD Millions) | $(4.881) | $(2.416) |
| Net Income (Loss) ($USD Millions) | $(4.180) | $(1.898) |
| TSR value of initial $100 investment | $120.05 | $119.24 |
- Additional operational context: Backlog increased to ~$19.4M at Dec 31, 2024, bookings ~$28.1M in 2024, including $10.0M industrial multisystem order and $3.5M aerospace system order, with cash of $12.6M at year-end .
Risk Indicators & Red Flags
- Section 16(a) filing timeliness: CVV disclosed delinquent Forms 4 for a single transaction in FY2023 for several officers including Cheesman; CVV reported timely filings in FY2024 .
- Clawback policy in place, reducing misstatement-related pay risk .
- No disclosed employment contract or change-of-control protections for Cheesman, implying limited guaranteed severance economics compared to CEO .
- Pledging/Hedging: No pledging by Cheesman disclosed; insider trading policy exists, but specific anti-hedging/anti-pledging details are not provided .
Compensation Structure Analysis
- Equity mix: Cheesman’s beneficial ownership rose from 7,500 to 15,000 shares including options exercisable within 60 days, suggesting increased equity-linked exposure; detailed grant cadence and vesting schedules not disclosed .
- Options vs RSUs: CVV’s plans authorize options and restricted stock; recent NEO disclosures emphasize options vesting 25% per year over four years for awards granted in 2023, but no RSU/PSU specifics nor individual award details for Cheesman are disclosed .
- Performance metrics in bonus plans: Proxies reference a Management Bonus Plan but do not disclose specific performance metrics or weightings tied to Cheesman’s incentives .
Say-on-Pay & Governance Context
- FY2025 proxy seeks advisory approval of NEO compensation (Lakios, Catalano, Collins) and discusses committee oversight; no say-on-pay percentages are disclosed in the proxy .
Investment Implications
- Alignment: Cheesman holds options counted in beneficial ownership and is covered by the clawback policy, aligning him to equity value creation and financial reporting integrity; however, his personal stake is <1% of shares outstanding, limiting direct ownership leverage .
- Retention/turnover risk: Absence of a disclosed employment agreement or change-of-control protections for Cheesman implies standard at-will employment and limited severance economics, which can be shareholder-friendly but may modestly increase retention risk versus executives with contractual protections .
- Trading signals: Prior-year delinquent Form 4 indicates at least one insider transaction in FY2023, warranting ongoing monitoring of insider activity; FY2024 filings were timely, and no pledging is disclosed .
- Execution leverage: Cheesman’s manufacturing, lean, and quality leadership is strategically aligned with CVV’s growth in aerospace and industrial systems; improved FY2024 margins and reduced losses underscore operational progress supportive of equity-linked incentives .