CEO Brian Mackey was paid $505,162 in fiscal year 2025, ↑ up 51.5% from fiscal year 2024 (SEC filing 0001437749-26-009121 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$505,162 ↑ Brian Mackey total, FY2025 | — CEO pay percentile vs peers | — CEO-to-median pay ratio | 99.13% Say-on-pay support, latest vote |
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CPSH's next annual pay disclosure, estimated March 20, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Brian Mackey | $319,125 | $151,994 | $0 | $21,278 | $0 | $0 | $12,765 | $505,162 |
| President, Chief Executive Officer | ||||||||
| Charles Griffith | 223,387 | 59,103 | 0 | 11,915 | 0 | 0 | 8,936 | 303,341 |
| Chief Financial Officer | ||||||||
| Daniel Barton | 223,387 | 37,999 | 0 | 11,915 | 0 | 0 | 8,936 | 282,237 |
| Vice President Operations | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Brian Mackey | $505,162 | $333,389 | — | ↑ +171,773 |
| Charles Griffith | 303,341 | 240,389 | — | ↑ +62,952 |
| Daniel Barton | 282,237 | 239,050 | — | ↑ +43,187 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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Each company listed discloses CPSH in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named CPSH in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Daniel Barton | Option | 20,000 | 2.9 | — |
| Brian Mackey | Option | 12,000 | 2.34 | — |
| Daniel Barton | Option | 9,000 | 2.66 | — |
| Brian Mackey | Option | 25,000 | 1.59 | — |
| Brian Mackey | Option | 120,000 | 2.93 | — |
| Charles Griffith | Option | 14,000 | 1.59 | — |
| Daniel Barton | Option | 12,000 | 2.34 | — |
| Charles Griffith | Option | 1,000 | 5.11 | — |
| Charles Griffith | Option | 9,000 | 2.66 | — |
| Charles Griffith | Option | 12,000 | 2.34 | — |
| Daniel Barton | Option | 1,000 | 5.98 | — |
| Daniel Barton | Option | 14,000 | 1.59 | — |
The Company's primary goal is to align compensation with business objectives and performance to attract, retain, and reward key employees who contribute to long-term success and stockholder value. The total compensation package consists of base salary, annual discretionary bonuses, and equity incentive awards, with a focus on competitive pay and meaningful equity-based incentives.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | false |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-04-30 | 6,460,547 | 56,953 | 266,014 | 99.13% | Passed |
| 2025 | 2025-04-29 | 4,787,691 | 147,883 | 32,271 | 97% | Passed |
| 2024 | 2024-04-25 | 3,738,845 | 104,045 | 17,615 | 97.29% | Passed |
| 2023 | 2023-04-25 | 5,172,660 | 132,553 | 74,420 | 97.5% | Passed |
| 2022 | 2022-04-29 | 3,505,222 | 36,478 | 1,386,335 | 98.97% | Passed |
| 2021 | 2021-04-23 | 6,550,774 | 34,314 | 9,321 | 99.48% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-04-30 | 99.13%a |
| 2025 | 2025-04-29 | 97%b |
| 2024 | 2024-04-25 | 97.29%c |
a. Approved under the standard stated in the filing — “Abstentions and broker non-votes will not be included in the totals for the proposal, and will have no effect on the outcome of the vote.”.
b. Approved under the standard stated in the filing — “Abstentions and broker non-votes will not be included in the totals for the proposal, and will have no effect on the outcome of the vote.”.
c. Approved under the standard stated in the filing — “Abstentions and broker non-votes will not be included in the totals for the proposal, and will have no effect on the outcome of the vote.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| I. James CavoliIndependent · Audit · Compensation and Nominating | $18,000 | — | $14,567 | — | $1,669 | $34,236 |
| Ralph M. NorwoodIndependent · Audit (Chair) | 18,000 | — | 14,567 | — | 1,409 | 33,976 |
| Grant C. BennettIndependent · Compensation and Nominating (Chair) | 18,000 | — | 14,567 | — | 0 | 32,567 |
| Francis J. Hughes JrIndependent · Board Chair · Audit · Compensation and Nominating | 18,000 | — | 14,567 | — | 0 | 32,567 |
| Daniel C. SnowIndependent | 18,000 | — | — | — | 14,567 | — |
| Annual cash retainer | $12,000 |
|---|---|
| Annual equity retainer | $15,000 |
| Per board meeting fee | $1,000 |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $90,000 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $17,645 |
| Total cost of the board | $107,645 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | CPS Technologies | 2025 | Brian Mackey | $319,125 | $0 | $21,278 | $0 | $505,162 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Brian Mackey | DEF 14A | 2026-03-20 | 0001437749-26-009121 | Section “Executive Compensation”. As printed: 505,162. Filing ↗machine: r2 · c21 · span 209420–209427 |
| 2 | Section 01, Charles Griffith | DEF 14A | 2026-03-20 | 0001437749-26-009121 | Section “Executive Compensation”. As printed: 303,341. Filing ↗machine: r5 · c21 · span 217122–217129 |
| 3 | Section 01, Daniel Barton | DEF 14A | 2026-03-20 | 0001437749-26-009121 | Section “Executive Compensation”. As printed: 282,237. Filing ↗machine: r8 · c21 · span 224802–224809 |
| 4 | Section 08, I. James Cavoli | DEF 14A | 2026-03-20 | 0001437749-26-009121 | Section “Director Compensation”. As printed: 34,236. Filing ↗machine: span 306609–306730 |
| 5 | Section 08, Ralph M. Norwood | DEF 14A | 2026-03-20 | 0001437749-26-009121 | Section “Director Compensation”. As printed: 33,976. Filing ↗machine: span 300053–300174 |
| 6 | Section 08, Grant C. Bennett | DEF 14A | 2026-03-20 | 0001437749-26-009121 | Section “Director Compensation”. As printed: 32,567. Filing ↗machine: span 304360–304481 |
| 7 | Section 08, Francis J. Hughes Jr | DEF 14A | 2026-03-20 | 0001437749-26-009121 | Section “Director Compensation”. As printed: 32,567. Filing ↗machine: span 297710–297831 |
| 8 | Section 08, Daniel C. Snow | DEF 14A | — | — | Section “Director Compensation”. As printed: —. |
| 9 | Section 06, 2026 vote | Form 8-K | 2026-05-06 | 0001437749-26-015136 | Item 5.07 · say-on-pay result. As reported: 99.13% (votes for as printed: 6,460,547 (95.2%)). Filing ↗ |
| 10 | Section 06, 2025 vote | Form 8-K | 2025-05-01 | 0001437749-25-014039 | Item 5.07 · say-on-pay result. As reported: 97% (votes for as printed: 4,787,691 (96.4%)). Filing ↗ |
| 11 | Section 06, 2024 vote | Form 8-K | 2024-04-29 | 0001437749-24-013502 | Item 5.07 · say-on-pay result. As reported: 97.29% (votes for as printed: 3,738,845(96.1%)). Filing ↗ |
| 12 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 13 | Section 09b board cost (computed) | Computed | — | — | Cash 90,000 + equity 0 + all other 17,645 = 107,645, summed across the director compensation table rows.machine: formula: Σ = 107,645 |
| 14 | CPS Technologies (subject), Section 10b CEO total | DEF 14A | 2026-03-20 | 0001437749-26-009121 | CEO total compensation as printed in CPS Technologies's own proxy. As printed: 505,162. Filing ↗machine: r2 · c21 · span 209420–209427 |
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