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CPS Technologies (NASDAQ: CPSH) appoints Christopher Fraser as new CFO

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CPS Technologies Corp. appointed Christopher S. Fraser as Chief Financial Officer, with responsibilities beginning on May 18, 2026, succeeding Charles K. Griffith Jr., who will retire at the end of May after a brief transition period.

Mr. Fraser will receive an annual base salary of $270,000, eligibility for the Company’s annual bonus program starting with the 2026 fiscal year, and a stock option grant for 60,000 shares of common stock, vesting in four equal annual installments. He will also receive a $25,000 relocation payment, standard employee benefits, and participate in the Company’s 401(k) and health plans on the same terms as other employees.

Under a change of control severance agreement, Mr. Fraser is entitled to 12 months of salary continuation and reimbursement of the Company-paid portion of COBRA premiums if he is terminated other than for cause in connection with a change of control, along with full acceleration of any unvested stock options, subject to specified conditions and restrictive covenants.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CFO base salary $270,000 per year Annual salary for Christopher S. Fraser as CFO beginning 2026 fiscal year
Stock options granted 60,000 shares Options on common stock vesting 25% per year over four years
Relocation payment $25,000 One-time relocation payment under Relocation Agreement for Fraser
Severance salary continuation 12 months Salary continuation period upon qualifying termination in connection with change of control
stock option grant financial
"Mr. Fraser will receive a stock option grant for the purchase of 60,000 shares"
change of control financial
"termination (other than for "Cause") in connection with a change of control of the Company"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
COBRA continuation coverage financial
"so long as COBRA continuation coverage is timely and properly elected by Mr. Fraser"
non-competition financial
"Non-Disclosure, Non-Competition and Non-Solicitation Agreement"
A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.
non-solicitation financial
"Non-Disclosure, Non-Competition and Non-Solicitation Agreement"
A non-solicitation clause is a contractual promise that one party will not actively try to lure away another party’s employees, customers, or suppliers. For investors, it signals protection of a company’s workforce and client base after a deal or partnership—reducing the risk that key staff or revenue sources will be poached and therefore helping preserve the business’s value, predictability, and post-transaction earnings. Think of it as an agreement not to knock on a neighbor’s door to take their business or team.
forward-looking statements financial
"Statements made in this document that are not historical facts or which apply prospectively ... are forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Understanding 8-K Material Events →
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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): May 4, 2026
 
 
CPS TECHNOLOGIES CORP.
(Exact Name of Registrant as Specified in its Charter)
 
 
Delaware
0-16088
04-2832509
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
111 South Worcester Street, Norton, Massachusetts
02766
(Address of principal executive offices)
(Zip Code)
   
Registrant’s telephone number, including area code
508-222-0614
 
 
(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 Instruction 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 (17CFR 240.14d-2(b))
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4( c)).
 
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. ☐
 
Securities registered pursuant to Section(b) of the Act:
 
Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common Stock, $0.01 par value
  
CPSH
  
NASDAQ Capital Market
 
 
 
 
Item 5.02 Appointment of Certain Officers
 
   On May 4, 2026, CPS Technologies Corp. (the "Company") issued a press release announcing the appointment of Christopher S. Fraser as its Chief Financial Officer. He will assume his responsibilities on May 18, 2026 from Charles K. Griffith Jr., who will be retiring at the end of May.
   
Mr. Fraser, age 63, most recently served as Controller within Precision Castparts Corp. from March 2025 to May 2026, a subsidiary of Berkshire Hathaway, where he led financial operations across three manufacturing plants producing aluminum castings for aerospace applications. Previously, as Executive in Residence at the Advanced Regenerative Manufacturing Institute from June 2024 to March 2025, he was CFO for early-stage ventures funded through federal grants and SBIR programs. Earlier from March 2001 to June 2024, he served in senior finance positions for A.W. Chesterton, a global manufacturer of engineered products, and Oxford Instruments America, a supplier of high-technology tools for research and industry. He began his career at Deloitte in London, England, where he qualified as a chartered accountant. Mr. Fraser holds a Bachelor of Science in Economics from the University of Warwick in the United Kingdom.
 
Upon the commencement of his employment, Mr. Fraser will receive an annual salary of $270,000 and be eligible to participate in the Company’s annual bonus program beginning with the 2026 fiscal year. Mr. Fraser will receive a stock option grant for the purchase of 60,000 shares of common stock of the Company, par value $0.01 per share (the "Common Stock") at an exercise price per share  to be determined based on the closing price of Common Stock on the date of issuance, which options will vest on each anniversary of the date of grant in four installments of 25% per year over a four year period. Mr. Fraser also will be eligible to participate in the Company’s 401(k) plan, health plans and other benefits on the same terms as all other Company employees. Mr. Fraser’s offer letter is attached hereto as Exhibit 10.1.  Mr. Fraser will also receive a $25,000 relocation payment, subject to the terms and conditions of the Relocation Agreement attached hereto as Exhibit 10.2. Mr. Fraser entered into the Company’s standard Invention, Non-Disclosure, Non-Competition and Non-Solicitation Agreement which provides for the assignment of inventions, discoveries and improvements to the Company, attached hereto as Exhibit 10.3.
 
Mr. Fraser entered into an executive severance agreement with the Company (the “COC Agreement”). The COC Agreement provides for 12 months of salary continuation (the “Salary Continuation Period”) in the event of Mr. Fraser’s termination (other than for "Cause") in connection with a change of control of the Company. During the Salary Continuation Period, so long as COBRA continuation coverage is timely and properly elected by Mr. Fraser, the Company has agreed to reimburse Mr. Fraser for the Company paid portion for the cost of coverage that is in effect for the Salary Continuation Period, which reimbursements shall continue until the earlier of (i) the end of the Salary Continuation Period and (ii) the termination of Mr. Fraser’s COBRA continuation coverage. Further, in the event Mr. Fraser is terminated in connection with a change of control and subject to certain requirements, the vesting and exercisability for any outstanding and unvested stock options held by Mr. Fraser at that time shall accelerate in full so that all outstanding and unvested stock options shall become vested and exercisable. The COC Agreement also provides for indemnification of Mr. Fraser under certain circumstances.
 
In addition to the provisions provided above, and in connection with the Salary Continuation Period, the COC Agreement also subjects Mr. Fraser to certain non-competition and non-solicitation provisions during his employment with the Company and for twelve (12) months following the date of his termination from the Company, provided that the non-competition provision shall not limit Mr. Fraser from being involved in certain non-competitive portions businesses that may otherwise be deemed competitive under the COC Agreement. Mr. Fraser has also agreed to adhere to a non-disparagement clause for the period of his employment and following his termination.  The COC Agreement is attached hereto as Exhibit 10.4.
 
The foregoing summaries of the Offer Letter, Relocation Agreement, Invention, Non-Disclosure, Non-Competition and Non-Solicitation Agreement and COC Agreement do not purport to be complete and are qualified in their entirety by reference to the Agreements, which are attached to this Current Report on Form 8-K as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively.
 
There are no family relationships between Mr. Fraser and any director or executive officer of the Company, no arrangements or understandings exist between him and any other person pursuant to which he was selected as an officer of the Company, and there are no transactions between Mr. Fraser and the Company in which Mr. Fraser has or will have a material interest.
 
The full text of the press release announcing Mr. Fraser’s appointment and Mr. Griffith’s retirement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.   
 
Item 9.01 Financial Statements and Exhibits
 
EXHIBIT NUMBER
DESCRIPTION
10.1
Offer Letter
10.2 Relocation Agreement
10.3 Invention, Non-Disclosure, Non-Competition and Non-Solicitation Agreement
10.4 Change of Control Agreement
99 Press Release dated May 4, 2026 announcing the selection of Christopher S. Fraser as its Chief Financial Officer.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
CPS Technologies Corp.
(Registrant)
Date: May 8, 2026
/s/ Charles K. Griffith Jr.
Charles K. Griffith Jr.
Chief Financial Officer
 
 
 
 

Exhibit 99

 

CPS Technologies Corp. Announces Hiring of New Chief Financial Officer

 

Norton, Massachusetts – May 4, 2026 – CPS Technologies Corp. (NASDAQ:CPSH) (“CPS” or the “Company”) is excited to announce that Chris Fraser joined the Company today, May 4th, in preparation for the upcoming retirement of Chuck Griffith, the Company’s Chief Financial Officer. While Mr. Fraser will officially assume the role of CFO on May 18th, Mr. Griffith’s employment will continue through the end of May to enable the transition of responsibilities.          

 

Brian Mackey, President and CEO, expressed his gratitude, stating, “Chuck has been an integral part of CPS’s growth and success over the past seven years. His expertise and commitment have greatly contributed to the Company’s achievements. On behalf of the entire CPS team, I want to thank Chuck for his considerable contributions and wish him the best in his future endeavors. The upcoming transition period will help ensure a seamless and effective leadership change.”

 

Mackey added, “Since Chuck notified us of his retirement plans last year, we have undertaken a robust process, which ultimately identified Chris Fraser as a highly relevant and capable successor. We expect the depth and relevance of Chris’ professional experience to align closely with our needs as we continue to serve our customers, expand into new areas, and increase profitability.”

 

Mr. Fraser most recently served as Controller within Precision Castparts Corp., a subsidiary of Berkshire Hathaway, where he led financial operations across three manufacturing plants producing aluminum castings for aerospace applications. Previously, as Executive in Residence at the Advanced Regenerative Manufacturing Institute, he was CFO for early-stage ventures funded through federal grants and SBIR programs.

 

Earlier, he served in senior finance positions for A.W. Chesterton, a global manufacturer of engineered products, and Oxford Instruments America, a supplier of high-technology tools for research and industry. He began his career at Deloitte in London, England, where he qualified as a chartered accountant.

 

Mr. Fraser holds a Bachelor of Science in Economics from the University of Warwick in the United Kingdom.

 

About CPS

CPS is an advanced materials company that designs, manufactures, and sells high-performance material solutions to global customers in transportation, energy, automotive, electronics, telecommunications, aerospace, and defense. The company specializes in proprietary metal matrix composites (MMCs), combining metals and ceramics to deliver superior strength, thermal management, and reliability for demanding applications such as high-speed rail, HVDC systems, mass transit, electric vehicles, internet equipment, and electrical infrastructure. CPS also produces hermetic packaging for high-reliability power and communications modules, supporting avionics, GPS, microprocessors, and specialized integrated circuits. Additionally, its lightweight HybridTech Armor® provides high strength-to-weight protection. CPS focuses on innovation, quality, and diversified high-growth markets to drive sustained, profitable growth. The Company’s Vision is ”to pioneer the next generation of high-performance materials and solve the world’s toughest engineering challenges.”

 

Safe Harbor

Statements made in this document that are not historical facts or which apply prospectively, including those relating to 2026 financial results, are forward-looking statements that involve risks and uncertainties. These forward-looking statements are identified by the use of terms and phrases such as "will," "intends," "believes," "expects," "plans," "anticipates" and similar expressions. Investors should not rely on forward-looking statements because they are subject to a variety of risks and uncertainties and other factors that could cause actual results to differ materially from the company's expectation. Additional information concerning risk factors is contained from time to time in the company's SEC filings, including its Annual Report on Form 10-K and other periodic reports filed with the SEC. Forward-looking statements contained in this press release speak only as of the date of this release. Subsequent events or circumstances occurring after such date may render these statements incomplete or out of date. The company expressly disclaims any obligation to update the information contained in this release.

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What leadership change did CPSH announce in this 8-K filing?

CPS Technologies announced that Christopher S. Fraser will become Chief Financial Officer on May 18, 2026, succeeding retiring CFO Charles K. Griffith Jr. Griffith will remain through the end of May to support a smooth transition of responsibilities and leadership continuity.

What is Christopher Fraser’s compensation package at CPSH?

Christopher Fraser will receive a $270,000 annual salary, eligibility for the 2026 bonus program, a stock option grant for 60,000 CPS common shares vesting over four years, a $25,000 relocation payment, and access to standard employee benefits including 401(k) and health plans.

How do Christopher Fraser’s stock options at CPSH vest?

Christopher Fraser will receive options to purchase 60,000 CPS common shares at an exercise price set at the closing price on the grant date. These options vest in four installments of 25% each year on the anniversary of the grant date over a four-year period.

What severance protections does CPSH provide Fraser in a change of control?

Under a change of control agreement, Fraser is entitled to 12 months of salary continuation and reimbursement of the Company-paid COBRA portion if terminated other than for cause in connection with a change of control, plus full acceleration of unvested stock options, subject to specified conditions.

What prior experience does CPSH’s new CFO Christopher Fraser bring?

Fraser previously served as Controller at Precision Castparts Corp., Executive in Residence at the Advanced Regenerative Manufacturing Institute, and held senior finance roles at A.W. Chesterton and Oxford Instruments America. He began his career at Deloitte in London and is a chartered accountant.

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