Phillip Podgorski
About Phillip Podgorski
Phillip E. Podgorski, age 59, was appointed Chief Financial Officer of TechPrecision Corporation effective March 31, 2025; he assumed principal financial officer and principal accounting officer responsibilities after the next business day following the filing of the company’s December 31, 2024 Form 10‑Q transition milestone . He previously served since 2013 as CFO of the RTX Technology Research Center (RTRC), a division of RTX Corporation, and holds both an MBA and a BS in Accounting from Western New England University . Company performance context: TechPrecision’s FY revenue rose from $22.3M in FY22 to $34.0M in FY25 and EBITDA improved from negative in FY22 to positive in FY25 (see table), while the company-reported TSR value of an initial fixed $100 investment declined to $45 in FY25 amid net losses . Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RTX Technology Research Center (RTRC), division of RTX Corporation | Chief Financial Officer | 2013–2025 | Led GAAP, SEC and government accounting/reporting; drove strategic and scenario planning, long-range plans and annual budgets |
External Roles
- No additional external directorships or public-company board roles disclosed for Mr. Podgorski .
Fixed Compensation
| Component | Amount / Terms | Effective Dates | Notes |
|---|---|---|---|
| Base Salary | $265,000 annually, increasing to $275,000 on first anniversary and $285,000 on second anniversary | Effective March 31, 2025; anniversaries on Mar 31, 2026 and Mar 31, 2027 | Subsequent increases at CEO/Compensation Committee/Board discretion |
| Guaranteed First-Year Bonus | $60,000 cash | Paid in pay period after March 31, 2026 (must be actively employed at time of payment) | Employment-condition based; not tied to performance metrics in agreement |
| Relocation Bonus | $50,000 | Payable upon relocation within reasonable commuting distance; must relocate within 6 months of Mar 31, 2025 and remain employed through six months following Effective Date | Subject to recoupment if employment ends without Good Reason before 6-month anniversary; repayment due within 20 business days of separation |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Restricted Shares (RS) grant under 2016 LTIP | Time-based service vesting | N/A | Grant value $180,000 based on last trade price on Effective Date | N/A (time-vest, not performance-based) | Vests 1/3 on each of the first, second, and third anniversaries of March 31, 2025; accelerated to fully vested upon Change in Control while employed |
| Guaranteed First-Year Bonus | Employment status | N/A | $60,000 | Pay period after March 31, 2026 (if actively employed at payment) | Cash bonus; not performance-metric driven |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Oct 1, 2025) | No shares reported (–) in beneficial ownership table; percentage not applicable |
| RSU/Restricted Stock Grants | $180,000 grant value of restricted shares at March 31, 2025 closing price; number of shares determined by that price |
| Vesting Schedule (Restricted Shares) | 1/3 vest on Mar 31, 2026; 1/3 on Mar 31, 2027; 1/3 on Mar 31, 2028; full acceleration upon Change in Control while employed |
| Hedging/Pledging | Company insider trading policy prohibits short sales, options/derivatives, and hedging/monetization transactions (e.g., collars, prepaid forwards, swaps, exchange funds) . No pledging disclosures noted. |
| Options | No option grants disclosed for Mr. Podgorski; severance terms address unvested options vesting upon separation or payout election by company |
Employment Terms
| Term | Detail |
|---|---|
| Start/Transition | CFO appointment effective Mar 31, 2025; principal financial/accounting officer responsibilities transition after next business day following filing of Dec 31, 2024 10‑Q |
| Agreement Term | Indefinite; terminable by either party upon written notice |
| Non-Compete/Non-Solicit | 1-year post-termination non-compete and non-solicit (specific competitor list redacted); non-compete obligations cease if the company terminates without Cause or employee resigns for Good Reason |
| Good Reason (examples) | Material decrease in base/bonus/benefits not broadly applied to senior execs; failure to pay material compensation/benefits; material change in CFO duties/authority inconsistent with role, with notice and cure provisions |
| Severance | If terminated without Cause or resigns for Good Reason (after 6 months of service) and signs non-revoked general release: 6 months of base salary if separation is ≥6 months and <1 year; 12 months if ≥1 year and <2 years; ≥2 years: 12 months plus lump sum equal to last full fiscal year’s annual base salary; all unvested Restricted Shares and unvested options vest immediately or company can pay out their value at last trade price on separation date |
| Clawbacks/Recoupment | Relocation bonus subject to recoupment if departure without Good Reason before 6-month anniversary; severance conditioned on executing non-revoked general release and compliance with post-employment obligations |
| IP & Confidentiality | Company ownership of IP; confidentiality obligations; non-disparagement mutual clause |
| Governing Law | Commonwealth of Massachusetts; exclusive state court jurisdiction |
| Life Insurance | Company may obtain life insurance with company and employee’s designated beneficiary as equal beneficiaries; employee cooperation required |
Performance & Track Record
- Background/credentials: 12+ years as CFO within RTX’s research organization, with responsibility for GAAP/SEC/government accounting/reporting and strategic planning (long-range plans and annual budgets) .
- Company TSR and net income context: Value of initial fixed $100 investment based on TSR was $133 (FY22), $139 (FY23), $71 (FY24), and $45 (FY25); net losses persisted in FY22–FY25 as disclosed .
Company fundamentals (annual):
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Revenues ($USD) | $22,282,495* | $31,431,614* | $31,591,000* | $34,031,000* |
| EBITDA ($USD) | $(144,296)* | $473,520* | $96,000* | $357,000* |
Values retrieved from S&P Global.
Compensation Structure Analysis
- Shift to time-based RS restricted stock (vs. options) for the CFO role indicates a lower-risk equity mix with clear service-vesting and change-in-control acceleration .
- Guaranteed first-year cash bonus ($60,000) and relocation bonus ($50,000) function as onboarding/retention incentives rather than performance-tied pay .
- Severance design includes graduated salary continuation and unusually broad acceleration of unvested equity upon separation or equivalent payout election by the company, which reduces forfeiture risk for time-based awards .
Related Party Transactions and Risk Indicators
- No related person transactions above $120,000 involving management were disclosed for the relevant period .
- Hedging by officers is prohibited under insider policy; no disclosures of pledging by Mr. Podgorski .
- No clawback policy references beyond relocation bonus recoupment and general release condition for severance .
- No say-on-pay historical approval percentages or compensation peer group details disclosed in the 2025 proxy .
Investment Implications
- Alignment: Time-based RS vesting and no reported personal shareholdings as of Oct 1, 2025 suggest equity alignment will build over time; acceleration on change-in-control and upon separation shifts risk away from forfeiture .
- Retention risk and selling pressure: Vesting dates (Mar 31, 2026/2027/2028) are potential windows for insider liquidity events; relocation bonus recoupment and guaranteed bonus conditions promote retention through first year .
- Governance and discipline: Hedging prohibitions reduce misalignment risk; non-compete ceases if separation without Cause or with Good Reason, potentially easing post-termination mobility .
- Performance sensitivity: Company fundamentals showed revenue and EBITDA improvement into FY25 but continued net losses and declining TSR; execution on cost control, backlog conversion, and margin recovery will be critical for equity value realization under CFO stewardship . Values retrieved from S&P Global.