CVD Equipment (CVV) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on August 8, 2025, with shareholders voting on director elections, auditor ratification, and executive compensation approval.

• Shareholders of record as of June 16, 2025, are eligible to vote, with 6,881,838 shares outstanding, each entitled to one vote per share.

• Voting can be done online, by mail, or during the virtual meeting, and proxy revocation is allowed before the meeting.

Voting matters and shareholder proposals

• Proposal 1: Election of six directors to serve until the 2026 annual meeting.

• Proposal 2: Ratification of CBIZ CPAs P.C. as independent auditor for 2025.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

• Shareholder proposals for the 2026 meeting must be received by March 2, 2026.

Board of directors and corporate governance

• Board consists of six directors, five of whom are independent per NASDAQ rules.

• Board committees: Audit, Compensation, and Nominating, Governance & Compliance, all comprised of independent directors.

• Chairman and CEO roles are separated; independent directors hold executive sessions.

• Board met nine times in 2024, with all directors attending at least 75% of meetings.

• Board values diversity in nominations and considers a broad range of skills and backgrounds.