8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 21, 2023

CPS TECHNOLOGIES CORP.

(Exact Name of Registrant as Specified in its Charter)

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)

Registrant’s telephone number, including area code: (508) 222-0614

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 20, 2023, CPS Technologies Corp. (the Company”) issued a press release announcing that it has appointed Brian Mackey, 53, as President and Chief Executive Officer of the Company, effective as of August 14, 2023. A copy of the press release is filed herewith as Exhibit 99.1.

Prior to joining the Company, Mr. Mackey served as the Chief Executive Officer of Engi-Mat Co. in Lexington, Kentucky since 2018. Engi-Mat develops and produces metal oxide and ceramic nanomaterials for diverse manufacturing customers. Previously, Mr. Mackey served as the General Manager of the Synchrony Business Unit of Dresser-Rand/Siemens, in Salem, Virginia, a company that develops and manufactures advanced magnetic bearing systems for high-speed rotating machinery. Mr. Mackey originally joined Synchrony, Inc. as Chief Operating Officer, a position he held until the company was acquired by Dresser-Rand in 2012. Prior to his position with Synchrony, Mr. Mackey served as an officer in the U.S. Army Corps of Engineers at Fort Bragg, North Carolina, holding certifications including Senior Parachutist and Ranger. Mr. Mackey holds a B.S. in Engineering from the United States Military Academy and an MBA from the University of Pennsylvania’s Wharton School.

In connection with Mr. Mackey’s appointment as President and Chief Executive Officer of the Company, the Company entered into an employment offer letter (the “Offer Letter”) with Mr. Mackey setting forth the terms of his employment and compensation. In accordance with the Officer Letter, Mr. Mackey will receive an annual base salary of $300,000 and will be eligible to receive an annual bonus in an amount up to 60% of his base salary, which annual bonus will be determined as follows: 40% of the bonus will be based on Company revenues; 40% of the bonus will be based on Company operating profit; and 20% of the bonus will be based on performance against personal objectives that will be mutually agreed upon by Mr. Mackey and the Board. Mr. Mackey will also receive a $40,000 lump sum payment for relocation expenses. Subject to the terms and conditions of the Company’s 2020 Equity Incentive Plan and the applicable forms and awards thereunder, and further subject to the approval of the Compensation Committee of the Board, Mr. Mackey will also receive an option to purchase up to 200,000 shares of the Company’s common stock at an exercise price equal to the closing price of the Company’s common stock on the grant date. The options will have a term of 10 years and will vest over a five-year period from the date of grant, provided that Mr. Mackey is employed by the Company on each applicable vesting date.

The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01         Financial Statements and Exhibits.

(d)                  Exhibits

Exhibit	Description
10.1	Offer Letter, dated June 24, 2023, by and between CPS Technologies Corp. and Brian Mackey
99.1	Press Release, dated July 19, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CPS TECHNOLOGIES CORP.
Date: July 21, 2023	By:	/s/ Charles K. Griffith, Jr.
	Name: Charles K. Griffith, Jr.
	Title: Chief Financial Officer and Acting President and Chief Executive Officer

EX-10.1

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. There is 100% bonus payout for revenue criteria if Company revenues meet Annual Operating Plan revenues, 100% bonus payout for operating profit criteria if Company operating profits meet Annual Operating Plan operating profits. The Company is, to date, “on plan” for 100% payout of revenue and operating plan bonus criteria for 2023. In any given year, actual bonus payouts may be below, at, or above the Bonus Target based on actual performance. 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. Although stock options are “front-end loaded” in this offer to clearly align your interests with shareholder interests, it is the expectation but not promise of the Board that additional grants in the range of 20-50K options be awarded to the CEO each year assuming performance meets expectations.   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.
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.
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.
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.
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.
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.)
Date of Hire	To be determined by mutual agreement in the near future.

2

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.  

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

----------------------------------------

Grant Bennett

Director (on behalf of the entire Board of Directors)

Accepted and agreed to by

/s/ Brian Mackey

-----------------------------------------

Brian Mackey

Date: 6/24/2023

3

EX-99.1

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

XML

Document And Entity Information	Jul. 21, 2023
Document Information [Line Items]
Entity, Registrant Name	CPS TECHNOLOGIES CORP.
Document, Type	8-K
Document, Period End Date	Jul. 21, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	0-16088
Entity, Tax Identification Number	04-2832509
Entity, Address, Address Line One	111 South Worcester Street
Entity, Address, City or Town	Norton
Entity, Address, State or Province	MA
Entity, Address, Postal Zip Code	02766
City Area Code	508
Local Phone Number	222-0614
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	CPSH
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000814676