Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-05-06

CPS Technologies (CPSH)

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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Sample answer — “What is the CEO’s total compensation?”
- Brian Mackey (President, Chief Executive Officer), FY2025 total compensation $505,162 (base salary $319,125) [exec_comp, SEC accession 0001437749-26-009121, filed 2026-03-20]

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CPSH's next annual pay disclosure, estimated March 20, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Brian Mackey$319,125$151,994$0$21,278$0$0$12,765$505,162
President, Chief Executive Officer
Charles Griffith223,38759,103011,915008,936303,341
Chief Financial Officer
Daniel Barton223,38737,999011,915008,936282,237
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.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Brian Mackey$505,162$333,389—↑ +171,773
Charles Griffith303,341240,389—↑ +62,952
Daniel Barton282,237239,050—↑ +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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Companies that benchmark against CPSH
1 company names CPSH as a compensation peer

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.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Daniel BartonOption20,0002.9—
Brian MackeyOption12,0002.34—
Daniel BartonOption9,0002.66—
Brian MackeyOption25,0001.59—
Brian MackeyOption120,0002.93—
Charles GriffithOption14,0001.59—
Daniel BartonOption12,0002.34—
Charles GriffithOption1,0005.11—
Charles GriffithOption9,0002.66—
Charles GriffithOption12,0002.34—
Daniel BartonOption1,0005.98—
Daniel BartonOption14,0001.59—
05

Incentive-plan design — the Compensation Discussion & Analysis

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 policytrue
Anti-hedgingtrue
Anti-pledgingfalse
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-04-306,460,54756,953266,01499.13%Passed
20252025-04-294,787,691147,88332,27197%Passed
20242024-04-253,738,845104,04517,61597.29%Passed
20232023-04-255,172,660132,55374,42097.5%Passed
20222022-04-293,505,22236,4781,386,33598.97%Passed
20212021-04-236,550,77434,3149,32199.48%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.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-04-3099.13%a
20252025-04-2997%b
20242024-04-2597.29%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.

08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
I. James CavoliIndependent · Audit · Compensation and Nominating$18,000—$14,567—$1,669$34,236
Ralph M. NorwoodIndependent · Audit (Chair)18,000—14,567—1,40933,976
Grant C. BennettIndependent · Compensation and Nominating (Chair)18,000—14,567—032,567
Francis J. Hughes JrIndependent · Board Chair · Audit · Compensation and Nominating18,000—14,567—032,567
Daniel C. SnowIndependent18,000———14,567—
09

Board fee structure and ownership guideline

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—
09b

Total cost of the board

ComponentFY2025
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.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1CPS Technologies2025Brian 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.

10d

Frequently asked questions

Who was the highest-paid executive at CPS Technologies in fiscal 2025?
As disclosed, Brian Mackey (President, Chief Executive Officer) was the highest-paid executive at CPS Technologies in fiscal 2025, with total compensation of $505,162.
How did shareholders vote on CPS Technologies's executive compensation?
As disclosed, 99.13% of shareholders supported CPS Technologies's executive compensation in the latest say-on-pay vote.
How much does CPS Technologies spend in total on board compensation for fiscal 2025?
As disclosed, CPS Technologies reported total board compensation of $107,645 for fiscal 2025.

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.

11

Source register

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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Brian MackeyDEF 14A2026-03-200001437749-26-009121Section “Executive Compensation”. As printed: 505,162. Filing ↗machine: r2 · c21 · span 209420–209427
2Section 01, Charles GriffithDEF 14A2026-03-200001437749-26-009121Section “Executive Compensation”. As printed: 303,341. Filing ↗machine: r5 · c21 · span 217122–217129
3Section 01, Daniel BartonDEF 14A2026-03-200001437749-26-009121Section “Executive Compensation”. As printed: 282,237. Filing ↗machine: r8 · c21 · span 224802–224809
4Section 08, I. James CavoliDEF 14A2026-03-200001437749-26-009121Section “Director Compensation”. As printed: 34,236. Filing ↗machine: span 306609–306730
5Section 08, Ralph M. NorwoodDEF 14A2026-03-200001437749-26-009121Section “Director Compensation”. As printed: 33,976. Filing ↗machine: span 300053–300174
6Section 08, Grant C. BennettDEF 14A2026-03-200001437749-26-009121Section “Director Compensation”. As printed: 32,567. Filing ↗machine: span 304360–304481
7Section 08, Francis J. Hughes JrDEF 14A2026-03-200001437749-26-009121Section “Director Compensation”. As printed: 32,567. Filing ↗machine: span 297710–297831
8Section 08, Daniel C. SnowDEF 14A——Section “Director Compensation”. As printed: —.
9Section 06, 2026 voteForm 8-K2026-05-060001437749-26-015136Item 5.07 · say-on-pay result. As reported: 99.13% (votes for as printed: 6,460,547 (95.2%)). Filing ↗
10Section 06, 2025 voteForm 8-K2025-05-010001437749-25-014039Item 5.07 · say-on-pay result. As reported: 97% (votes for as printed: 4,787,691 (96.4%)). Filing ↗
11Section 06, 2024 voteForm 8-K2024-04-290001437749-24-013502Item 5.07 · say-on-pay result. As reported: 97.29% (votes for as printed: 3,738,845(96.1%)). Filing ↗
12Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
13Section 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
14CPS Technologies (subject), Section 10b CEO totalDEF 14A2026-03-200001437749-26-009121CEO 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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