Delaware | 0-16088 | 04-2832509 |
(State or other jurisdiction of | (Commission File Number) | (IRS Employer |
incorporation) | Identification No.) | |
111 South Worcester Street | ||
Norton, MA | 02766 | |
(Address of principal executive offices) | (Zip Code) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | CPSH | NASDAQ Capital Market |
Exhibit
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Description
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10.1
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99.1
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104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
CPS TECHNOLOGIES CORP.
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Date: July 21, 2023
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By:
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/s/ Charles K. Griffith, Jr.
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Name: Charles K. Griffith, Jr.
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Title: Chief Financial Officer and Acting President and Chief Executive Officer | |||
Exhibit 10.1
June 24, 2023
Brian Mackey
Lexington, Kentucky
RE: Offer of Employment
Dear Brian,
On behalf of the Board of Directors of CPS Technologies Corporation I am pleased to extend the following offer of employment to you – to lead a great Company and a great team!
Position
Reporting To
The Mission |
President and Chief Executive Officer (CEO)
Board of Directors
Drive 10-15% revenue CAGR over the next five years, while increasing operating profit from 10% to 15% through organic growth. |
Compensation |
Your total compensation consists of base salary, bonus, stock options and employee benefits (health, life and disability insurance, 401(k) Plan, and vacation pay).
Compensation package: ● Annual Base Salary: $300,000 paid every two weeks. ● Bonus Target: 60% of base salary or $180,000, paid annually in lump sum. Bonus Criteria: 40% of bonus is based on Company revenues, 40% on operating profit, 20% on performance to personal objectives mutually agreed upon with the Board of Directors.
Assuming bonus target is achieved, total cash compensation would be $480,000.
● Equity: Initial award of 200,000 stock options Stock options are incentive stock options (“ISOs”), vest over five years, have a life of ten years, the strike price is set for the life of the option at market price on the date of grant which is the date of hire. Relocation Expenses: CPS will provide a $40,000 lump sum payment to you to be used as you see fit for relocation expenses.
As CEO, your compensation is set by the Board of Directors and is reviewed and adjusted annually in the first board meeting following the end of each fiscal year, typically held in February. |
Vacation |
CPS has an “unlimited paid time-off policy” for salaried employees; taking time off requires supervisor approval. As CEO you use your own judgment regarding your PTO. The general expectation for senior management is that they use this policy to take approximately 4 weeks’ vacation per year. CPS also has 10 paid holidays per year.
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Health and Dental Benefits |
CPS’ health provider is Tufts Health Plan HMO; the dental provider is Guardian Dental Insurance. CPS pays approximately 2/3 of the total cost of insurance; the employee pays approximately 1/3 of the total cost of insurance by pre-tax payroll deductions.
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Life and Disability Insurance |
Life insurance of $50,000 with accidental death benefits of an additional $50,000. Long-term disability insurance with typical conditions. Premium for Life and Disability insurance paid for by CPS, no cost to employee.
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401(k) |
CPS maintains a 401(k) Plan for which all employees are eligible. Currently, CPS matches the first 4% of employees’ contributions. CPS reserves the right to adjust or eliminate the match based on Company financial performance.
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At-Will Employment |
Massachusetts is an “at-will” employment state meaning that either you or the Company may terminate the employment relationship at any time, for any reason, with or without cause and with or without notice.
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Employment Agreement
and
Change of Control Agreement |
The Board of Directors of CPS commit to enter into an employment agreement and a change of control agreement with you soon after your arrival at CPS, containing the following terms:
Employment Agreement ● The agreement will memorialize the terms found in this offer letter dated Jun 24, 2023 (probably by including it as an attachment) ● In the event of involuntary termination without cause, or "constructive termination" without cause, the agreement will provide for severance in the form of 12 months of base salary continuation. (In other words, the severance is one-year's base pay, and does not include bonus or stock options.)
Change of Control Agreement ● In the event of a change of control of the Company and a "qualifying termination" the agreement will provide for 12 months of base salary continuation. (In other words, the severance is one-year's base pay, and does not include bonus or stock options.)
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Date of Hire |
To be determined by mutual agreement in the near future.
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Other |
● CPS has an invention assignment and non-disclosure agreement all employees sign as a condition of employment. ● For purposes of federal immigration law, you will be required to provide CPS with documentary evidence of your identity and eligibility for employment in the United States. ● Employment is also contingent upon verification of educational degrees and passing drug test; CPS will facilitate these two items.
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Brian, we are confident you can make enormous contributions to the growth of CPS, and we are confident you would derive great satisfaction from doing so. I look forward to discussing this offer with you.
Sincerely,
/s/ Grant Bennett
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Grant Bennett
Director (on behalf of the entire Board of Directors)
Accepted and agreed to by
/s/ Brian Mackey
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Brian Mackey
Date: 6/24/2023
Exhibit 99.1
FOR RELEASE: IMMEDIATE
CPS Technologies Announces Appointment of Brian Mackey as President & CEO
Norton, Massachusetts – July 21, 2023 – CPS Technologies Corp. (NASDAQ: CPSH) (“CPS” or the “Company”) today announced that Brian Mackey, a seasoned professional with over 20 years of executive leadership experience, has been appointed president and chief executive officer of CPS effective August 14, 2023. His selection comes at the conclusion of an exhaustive search for an appropriate individual following Michael McCormack’s resignation in April, after which the Company’s CFO, Chuck Griffith, has served as acting president.
“We are delighted to welcome Brian Mackey as the Company’s new president and chief executive officer,” said Frank Hughes, chairman of the Company’s board of directors. “Brian brings the vision, expertise, and leadership to further unlock the tremendous capabilities of the senior management team and all CPS employees. The Company is on a very positive trajectory in terms of growth and underlying performance, reflecting a track record of innovation and product development. Brian’s broad experience – most recently honed as CEO of Engi-Mat Co. – will further contribute to this positive trajectory. His industrial background, including highly relevant time with advanced materials and complex electromechanical assemblies, makes him a natural choice for this selection. In addition, his understanding of core aerospace and defense customers and market penetration strategies, along with his overall business acumen, will serve us well going forward.
"We thank Chuck Griffith for the tremendous job he has done as acting president these past few months, and we look forward to his continued service as our CFO."
Brian Mackey added, “I am grateful for the opportunity to join such an innovative company as CPS during this period of sustained growth. Their broad and growing applications, along with their leadership position in the industry, are very attractive, and I look forward to driving the organization through the next phase of expansion.”
Before joining CPS, Mr. Mackey served for five years as the CEO of Engi-Mat Co. in Lexington, Kentucky, a company which develops and produces metal oxide and ceramic nanomaterials for a diverse array of manufacturing customers. Under his leadership, Engi-Mat became a volume provider for a U.S. Navy Program of Record and was awarded significant research funding from the Department of Defense and Department of Energy. Prior to this, Mr. Mackey was the General Manager of the Synchrony Business Unit of Dresser-Rand/Siemens, which develops and manufactures advanced magnetic bearing systems for high-speed rotating machinery. Brian originally joined Synchrony as Chief Operating Officer, a position he held until the company was acquired by Dresser-Rand in 2012. Mr. Mackey also served as an officer in the U.S. Army Corps of Engineers at Fort Bragg, North Carolina (now Fort Liberty); he holds a B.S. in Engineering from the United States Military Academy and an MBA from the University of Pennsylvania’s Wharton School.
About CPS
CPS is a technology and manufacturing leader in producing high-performance energy management components that facilitate the electrification of the economy. Our products and intellectual property include critical pieces of the technology puzzle for electric trains and subway cars, wind turbines, hybrid vehicles, electric vehicles, the smart electric grid, 5G infrastructure, and others. CPS’ armor products provide exceptional ballistic protection and environmental durability at a very light weight. CPS is committed to innovation and to supporting our customers in building solutions for the transition to clean energy.
CPS Technologies Corp.
111 South Worcester Street
Norton, MA 02766
www.cpstechnologysolutions.com
Investor Relations:
Chris Witty
646-438-9385
cwitty@darrowir.com