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CPI Aerostructures, Inc. is asking shareholders to elect two Class I directors, approve an advisory Say on Pay resolution, and ratify CBIZ CPAs P.C. as auditor for the fiscal year ending December 31, 2026 at its annual meeting on September 16, 2026. Shareholders of record on July 22, 2026, when 13,249,734 common shares were outstanding, may vote.
The proxy describes a staggered, largely independent board with an independent chair, fully independent key committees, director stock-ownership requirements, and an insider-trading policy that restricts hedging. Named Executive Officers receive salary, annual performance-based cash bonuses, and multi-year restricted stock tied to Company metrics such as revenue, free cash flow, accounts payable delinquency, bank debt less cash, and net profit.
In 2025, CEO Dorith Hakim’s total compensation was $643,405, while pay-versus-performance disclosure shows compensation actually paid of $412,480 versus net income of ($843,361) and a total shareholder return value of $123.75 on a $100 base. Aggregate 2025 audit and related fees to CBIZ and Marcum were $657,350. Outstanding equity plans have 845,984 shares available for future awards, and current directors and executive officers together beneficially own 1,369,117 shares, or 10.3% of the common stock, alongside two outside holders above 5%.
ROYCE & ASSOCIATES reports beneficial ownership of common stock of CPI Aerostructures, Inc. as an institutional investor. It holds 835,632 shares of common stock, representing 6.33% of the class as of June 30, 2026.
ROYCE & ASSOCIATES, a New York corporation, has sole voting power and sole dispositive power over all 835,632 shares, with no shared voting or dispositive power. The position is held in the ordinary course of business, not for the purpose of changing or influencing control of CPI Aerostructures.
The shares are beneficially owned through one or more registered investment companies or managed accounts that are investment management clients of Royce & Associates, LP, an indirect majority-owned subsidiary of Franklin Resources, Inc. Royce & Associates disclaims any pecuniary interest and does not consider itself part of a group for Section 13 purposes.
Calm Waters Partnership and Richard S. Strong report their beneficial ownership of CPI Aerostructures Inc. common stock. Calm Waters has shared voting and dispositive power over 496,000 shares, representing 3.8% of the common stock class.
Richard S. Strong beneficially owns 656,000 shares, or 5.0% of the class. He holds 160,000 shares with sole voting and dispositive power and shares voting and dispositive power over 496,000 shares with Calm Waters. The reporting persons list a joint contact address in Milwaukee, Wisconsin.
Hakim Dorith reported acquisition or exercise transactions in this Form 4 filing.
CPI Aerostructures CEO Dorith Hakim received 2,876 shares of Common Stock, issued at no cost as an equity award. According to the filing, these shares were granted to correct an administrative error in a previous grant under the company’s Amended and Restated 2016 Long-Term Incentive Plan.
After this correction, Hakim now directly holds 301,205 shares of CPI Aerostructures Common Stock. This is a compensation-related adjustment rather than an open-market purchase or sale, so it mainly updates her reported ownership level.
CPI Aerostructures, Inc. increased executive base salaries following action by its Compensation and Human Resources Committee. The annual base salary of CEO and President Dorith Hakim was raised from $405,000 to $425,000, effective as of May 1, 2026. The annual base salary of CFO and Secretary Robert Mannix was increased from $300,000 to $325,000, effective as of July 1, 2026. These changes reflect updated compensation levels for the company’s two most senior executives.
Mannix Robert reported acquisition or exercise transactions in this Form 4 filing.
CPI Aerostructures CFO Robert Mannix received an equity award of 32,828 shares of Common Stock. The shares were issued at no cash cost to him under the company’s 2025 Long Term Incentive Plan as part of his compensation.
According to the footnote, these shares are subject to both time-based and performance-based vesting, in equal installments over four years. After this grant, Mannix directly holds 32,828 shares of CPI Aerostructures Common Stock.
CPI Aerostructures CEO Dorith Hakim reported routine equity compensation activity involving company common stock. She received a grant of 75,126 shares under the 2025 Long Term Incentive Plan, subject to time-based and performance-based vesting over four years. In connection with restricted stock agreements, 40,199 shares were forfeited back to the company and 13,013 shares were returned to cover withholding tax obligations at a price of $3.4791 per share. Following these transactions, she directly holds 298,329 common shares.
CPI Aerostructures, Inc. reported a sharp turnaround in first-quarter 2026 results. Revenue rose to $17.4 million from $15.4 million a year earlier, helped by a more favorable product mix and operational efficiencies.
Gross profit increased to $4.5 million from $1.6 million, and income from operations improved to $1.8 million from a loss of $1.2 million. The company moved from a net loss of $1.3 million to net income of $1.2 million, or $0.10 basic earnings per share versus a loss of $0.10 per share.
CPI Aero reported Adjusted EBITDA of $2.1 million, compared with a loss of $0.8 million, and noted 53% growth over the prior-year period when excluding a prior A-10 program adjustment. Management highlighted a contract-backed backlog of $495 million and ongoing preparation for new missile-related production.
CPI Aerostructures reported a strong turnaround in Q1 2026, posting net income of $1.24 million after a $1.32 million loss a year earlier. Revenue rose to $17.36 million from $15.40 million, driven mainly by higher military subcontract work and favorable adjustments on Next Generation Jammer programs.
Gross profit increased to $4.48 million with margin improving to 25.8% from 10.7%, helped by lower procurement, labor, and overhead costs. Backlog remained very large at $494.96 million, with $96.14 million funded, and about 96% tied to government and military customers.
The company ended the quarter with $1.00 million of cash, $22.73 million of working capital, and $19.17 million outstanding under a $20 million credit facility maturing in 2030. It also put in place a new $30 million shelf registration, including an at‑the‑market equity program of up to about $17 million, to supplement future liquidity if needed.