DEF 14A of Karman Holdings Inc.
Filed Apr 8, 2026 · FY20250001140361-26-013839
Nominees for Election at the Annual Meeting
Nominees for Election at the Annual Meeting
Nominees for Election at the Annual Meeting
| | Ms. Petryszyn has served on our Board since May 2025. From 2019 until her retirement in 2023, Ms. Petryszyn served as the Corporate Vice President and President of Defense systems for Northrop Grumman Corporation (a publicly-traded aerospace and defense technology company). During her tenure at Northrop Grumman Corporation, her roles also included Sector Vice President and General Manager of the Land and Avionics C4ISR division and Vice President of Global Strategy and Mission Solutions. Ms. Petryszyn’s extensive global experience in government and defense markets also includes previous leadership roles at Singer-Link, Hughes Aircraft Company, and Raytheon. Ms. Petryszyn holds a B.S. degree in electrical and computer engineering from Clarkson University and a master’s degree in computer engineering from Syracuse University. Ms. Petryszyn has served on the board of directors of Melrose Industries PLC (a publicly-traded, British aerospace manufacturing company) since 2026; on the board of directors of Saab Inc. (a global military defense to civil security privately-held U.S.-based company, which is a subsidiary of Saab AB (SAAB-B.S.T), a Swedish aerospace and defense company, operating under a Special Security Agreement (SSA) with the U.S. government) since 2023; and on the board of directors at Woodward, Inc. (a publicly-traded designer, manufacturer, and service provider of energy conversion and control solutions for the aerospace and industrial markets) since 2023. We believe Ms. Petryszyn’s extensive experience in defense systems technology, leadership in the government and defense markets, as well as her experience in profit and loss management, operations, mergers and acquisitions and technology and engineering, provides valuable insight and experience to our Board. | | Mary Petryszyn Board Member Age: 64 Director Since: 2025 | |
Nominees for Election at the Annual Meeting
| | Mr. Twitty has served on our Board since February 2025. Mr. Twitty is the founder and president of Twitty and Associates LLC (a consulting firm specializing in strategic and operational planning), which he began in 2020. Mr. Twitty has served as a Limited Partner at The Veteran Fund (a private venture capital fund) since 2024. Mr. Twitty has also served as the senior executive lead and board advisor for U.S. training operations at Valiant Integrated Services, (a privately-held defense services company) and a senior business consultant at Ernst & Young, LLP (big four accounting firm), since 2020. Mr. Twitty retired from the U.S. Army as a Lieutenant General with 40 years of distinguished military service. In his final assignment in the military, Mr. Twitty served as the Deputy Commander of the U.S. European Command in Stuttgart, Germany. Mr. Twitty currently serves on the board of directors of Palladyne AI Corp. (a publicly-traded defense technology / artificial intelligence company) since 2025; Meroxa (a privately-held technology company) since 2025; and Weibel Scientific (a privately-held defense technology company) since 2024. Mr. Twitty also served as Chairman of the board of directors at Nusura (a privately-held technology company) from 2023 until 2024. Mr. Twitty has served as a board advisor at Raft, Inc. (a privately-held technology company) since 2024; Forward Edge AI (a privately-held artificial intelligence company) since 2022; Hypergiant (a privately-held technology company) since 2021; Dataminr (a privately-held technology company) since 2020; and Sarcos Robotics (a privately-held robotics company) from 2020 until 2025. Mr. Twitty holds a master’s degree in administration from Central Michigan University, a master’s degree in National Security Strategy from the National Defense University, and a bachelor’s degree in criminal justice from South Carolina State University. He is a Distinguished Fellow at the Center for European Policy Analysis (CEPA). Mr. Twitty is a member of the Council on Foreign Relations. We believe Mr. Twitty is qualified to serve on our Board due to his extensive experience serving on the boards of defense and technology companies, combined with his deep expertise in the defense industry. | | Stephen Twitty Board Member Age: 61 Director Since: 2025 | |
Directors Continuing in Office Until the Annual Meeting of Stockholders to Be Held in 2027
Directors Continuing in Office Until the Annual Meeting of Stockholders to Be Held in 2027
Directors Continuing in Office Until the Annual Meeting of Stockholders to Be Held in 2027
| | Mr. Koblinski served as the Chief Executive Officer of Karman from 2021 until March 23, 2026 and has served on our Board since February 2025. He was responsible for defining the Company’s vision and leading the strategic direction and growth of the Company. Mr. Koblinski has over 25 years of experience in building integrated systems and processes, which has enabled Karman to exceed customer expectations. Mr. Koblinski previously served as President and Chief Executive Officer of Madison-Kipp Corporation (a privately-held motor vehicle manufacturing company) from September 2011 to November 2020. Before joining Madison-Kipp, he served as the National Vice President of Homebuilding Operations at Pulte Homes in 2007. Additionally, he served as Vice President of Operations for Bombardier Recreational Products in 2002. Mr. Koblinski began his career as Plant Manager for Saturn Corporation where he rose to Executive Director of Production Control at General Motors in 1998. Mr. Koblinski received a Master of Business Administration—Operations from the University of Michigan in 1985. Additionally, he received his Bachelor of Science in Business Administration from Central Michigan University in 1982. We believe Mr. Koblinski is qualified to serve on our Board due to extensive executive leadership experience, including serving as Karman’s Chief Executive Officer from 2021 until his retirement in March of 2026, combined with over 25 years of experience in building integrated systems and processes across the automotive, recreational products, homebuilding, and manufacturing industries. | | Tony Koblinski Board Member Age: 66 Director Since: 2025 | |
Directors Continuing in Office Until the Annual Meeting of Stockholders to Be Held in 2027
| | Mr. Alty has served on our Board since February 2025. Since 2020, Mr. Alty has served as the Chief Executive Officer of Vitesse Systems (a privately-owned company and supplier of antenna and thermal management solutions used in radar, electronic warfare and data transmission applications), where prior to that he served as Vitesse Systems’ Chief Operating Officer from 2015 to 2020. In his roles at Vitesse Systems, Mr. Alty oversaw the operational integration of nine acquisitions to create the largest aerospace accredited surface finishing business in North America. Before joining Vitesse Systems, Mr. Alty acted as a Vice President at Bodycote PLC (a provider of heat treatment and specialist metallurgical technologies) where he was responsible for its global surface technology business, comprising 11 businesses across five countries. In addition to Karman, Mr. Alty currently serves as a non-executive director on the board of Robinson Helicopter Company, Inc. (a private American helicopter manufacturer). Mr. Alty completed his Masters of Business Administration in Organizational Leadership from Loyola Marymount University in 2012. He graduated from the University of Liverpool in 2002 with a Bachelor of Science in Metallurgy & Materials Science. We believe Mr. Alty is qualified to serve on our Board due to his over 20 years of executive level experience managing technology intensive businesses in the Aerospace & Defense sector, and his extensive background in strategic planning, operations management, sales and marketing, and business development. | | Matthew Alty Board Member Age: 47 Director Since: 2025 | |
Directors Continuing in Office Until the Annual Meeting of Stockholders to Be Held in 2028
Directors Continuing in Office Until the Annual Meeting of Stockholders to Be Held in 2028
Directors Continuing in Office Until the Annual Meeting of Stockholders to Be Held in 2028
| | Mr. Stinnett has served on our Board since August 2020. Mr. Stinnett is a Partner at Trive Capital, a firm he joined at inception in 2012 and serves on the firm’s investment committee. At Trive, David focuses on investments in the aerospace, defense, government services and industrial technology sectors. He is currently a member of the board of directors of Vitesse Systems, Robinson Helicopter Company (a helicopter manufacturer), Accelint (defense technology company specializing in artificial intelligence), Field Aerospace (private aviation and defense company specializing in the design, integration, modification and maintenance of specialized mission aircraft), Hera Technologies, LLC (private provider of advanced thermal protection systems and integrated structures) and Kittyhawk, Inc. (leading provider of hot isostatic pressing services). His previous investments include AEVEX Aerospace, Valence Surface Technologies, NxEdge and Systems Innovation Engineering. Prior to joining Trive, Mr. Stinnett held investment team positions with Insight Equity and Pamlico Capital, where he was involved in deal execution and operations for investments in the technology and tech-enabled services sectors. David began his career in investment banking, focused on aerospace and defense mergers and acquisitions. Mr. Stinnett graduated from Vanderbilt University where he earned a BA in both Economics and Philosophy, magna cum laude. We believe Mr. Stinnett’s extensive experience in investments in aerospace and defense industry as well as his service on various private company boards provides the Board with valuable expertise and insight. | | David Stinnett Board Member Age: 43 Director Since: 2020 | |
Directors Continuing in Office Until the Annual Meeting of Stockholders to Be Held in 2028
| | Mr. Hamilton has served on our Board since February 2025. John is a Partner at Varo Capital (private investment firm focused on the industrial technology market). At Varo Capital, John leads the firm’s investment activities across the industrial technology market, including identifying, sourcing and evaluating new opportunities and working collaboratively with management teams to execute on organic and inorganic growth strategies. Prior to founding Varo in 2025, John was a Vice President at Trive Capital since 2020, where he focused on the firm’s investments in the aerospace, defense, government services, semiconductor and industrial technology sectors. His responsibilities as a Vice President at Trive further included identifying and evaluating investment opportunities, performing transaction due diligence, and working with management teams to implement growth strategies. John previously served on the board of directors of Accelint (a privately-held engineering company specializing in solutions that improve affordability and mission readiness for complex defense systems), Independent Forgings & Alloys (a private integrated manufacturer of complex, multi-step forgings with a focus on advanced alloys and the hot sections of commercial aero engines and military defense systems) and Systems Innovation Engineering (a privately-held engineering company specializing in solutions that improve affordability and mission readiness for complex defense systems). Prior to joining Trive, John was an Analyst at Moelis & Company from 2018 to 2020 where he focused on mergers and acquisitions. Mr. Hamilton graduated from Southern Methodist University where he earned a BBA in Finance. We believe Mr. Hamilton’s extensive knowledge of aerospace, defense, government services and industrial technology sectors provides valuable insight to our Board. | | John Hamilton Board Member Age: 30 Director Since: 2025 | |
Directors Continuing in Office Until the Annual Meeting of Stockholders to Be Held in 2028
| | Mr. Raduenz has served on our Board since February 2025. Mr. Raduenz is the Founder and Executive Chairman of AEVEX Aerospace, a provider of advanced next-generation technologies for modern military applications, since 2018. Mr. Raduenz served as Chief Executive Officer of AEVEX and its predecessor company, Merlin Global Services, a leading provider of flight operations, aircraft maintenance, and aviation training support to the DoD intelligence community, from 2014 through November 2025, after previously serving as Senior Vice President for Programs and Business Development at Merlin from 2008 to 2014. From 2008 to 2025, Mr. Raduenz led the company through significant organic growth and infrastructure development, and was responsible for overall strategy, operations, and financial performance of the business, including multiple acquisitions and the integration of those companies into AEVEX. Prior to his career in the private sector, Mr. Raduenz served 20 years in the U.S. Air Force, retiring as a Lieutenant Colonel. During his tenure with the U.S. Air Force, Mr. Raduenz commanded and supported the U.S. military’s early operational employment of remotely piloted aircraft (“RPA”) and managed a variety of manned and unmanned Intelligence, Surveillance and Reconnaissance and kinetic strike acquisition programs. During his first of two tours in Washington, D.C., Mr. Raduenz was responsible for Pentagon pre and post 9/11 oversight of RPA budgets. He later served as Director of White House Presidential Contingency Programs under President George W. Bush. Mr. Raduenz’s final decade in the Air Force focused on leading government oversight of MQ-1 Predator and MQ-9 Reaper production, development, and sustainment. His military awards include the Major General Kelly Burke Award the Secretary of the Air Force Award for Innovation, the Secretary of the Air Force Officer of the Year, and the Air Force Outstanding Senior Engineer of the Year. Mr. Raduenz received his Air Force Commission and a Bachelor of Science in Electrical Engineering from the U.S. Air Force Academy. He also holds a Master of Science in Electrical Engineering from the Air Force Institute of Technology (“AFIT”), and a Master of Science in Military Studies from Air University. His research on digital signal processing and fast Fourier transform implementations has been published in Computers & Mathematics with Applications and in his AFIT thesis focused on digital signal processing using lapped transforms with variable parameter windows and orthonormal bases. We believe Mr. Raduenz extensive experience in the defense industry having served in senior leadership roles as well as his experience in the U.S Air Force provides valuable insight and expertise to the Board. | | Brian Raduenz Board Member Age: 60 Director Since: 2025 | |
Directors Continuing in Office Until the Annual Meeting of Stockholders to Be Held in 2028
Information Regarding the Board and Corporate Governance
Timing Policies and Practices Regarding Equity Awards
Timing Policies and Practices Regarding Equity Awards We do not grant equity awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information based on the grant dates for equity awards or for the purpose of affecting the value of executive compensation. Furthermore, we do not take material nonpublic information into account when determining the timing and terms of such equity awards. In 2025, we did not grant any new equity awards to our named executive officers.
Clawback Policy
| • | Annual Equity Award of Restricted Stock Units - $25,000 |
Clawback Policy
Given the timing of our IPO, we did not grant any equity awards to our non-employee directors during 2025. However, consistent with the compensation policy approved in connection with our IPO, the Board is expected to approve an annual equity award to each non-employee director (other than a non-employee director who was a representative of TCFIII Spaceco SPV LP (“Trive Capital”), who will receive a prorated equity award covering the period in which they were deemed independent from the Company) in the form of restricted stock units (“2025 Director RSUs”) valued at $25,000 (prorated for each of Messrs. Stinnett and Hamilton), which is intended to be the annual equity grant for 2025. The 2025 Director RSUs are expected to be granted in the second quarter of 2026 and will vest upon grant given that the grants were not made in 2025. Although this grant is intended to be compensation for 2025, because the grant will not be made until the second quarter of 2026, the award is not reflected in the Director Compensation Table below. We also reimburse our directors for reasonable and necessary out-of-pocket expenses incurred in attending board and committee meetings or performing other services for us in their capacities as directors.
Director Compensation Table
Director Compensation Table The following table sets forth information regarding compensation awarded to, earned by, or paid to each person who served as a non-employee member of our Board during the fiscal year ended December 31, 2025. Other than as set forth in the table and described more fully below, we did not pay any cash compensation, make any equity awards or non-equity awards, or pay any other compensation to any of the non-employee members of our Board in 2025 for their services as members of our Board. Members of our Board did not receive any cash compensation or equity-based compensation for their service on our Board during the fiscal year 2024.
Director Compensation Table
| Name(1) | Fee Earned in Cash ($)(3) | Stock Awards ($)(4) | All Other Compensation ($) | Total ($) | | David Stinnett, Chairman(2) | $21,918 | — | — | $21,918 | | Matthew Alty | $50,000 | — | — | $50,000 | | John Hamilton(2) | $21,918 | — | — | $21,918 | | Brian Raduenz | $50,000 | — | — | $50,000 | | Stephen Twitty | $50,000 | — | — | $50,000 | | Mary Petryszyn | $50,000 | — | — | $50,000 |
Director Compensation Table
| (1) While Mr. Koblinski, our Chief Executive Officer during 2025, is a member of our Board, his name does not appear in this table and his compensation for his services in 2025 is reported in the Summary Compensation Table and other sections of this Proxy Statement. In 2025, Mr. Koblinski did not receive any additional compensation in connection with his service on our Board. |
Director Compensation Table
| (2) Mr. Stinnett is a partner at Trive Capital and Mr. Hamilton was a Vice President at Trive Capital. Following the Secondary Offering (defined below) in July 2025, Messrs. Stinnett and Hamilton became independent members of the Board and earned a pro-rated fee for their Board service for 2025. |
Director Compensation Table
| (3) Our non-employee directors became eligible to receive cash retainer payments in connection with our IPO on February 14, 2025. |
Director Compensation Table
| (4) We did not grant any equity awards to our non-employee directors during 2025. See above for a discussion of the equity award grants approved in March 2026 to serve as compensation for services provided in 2025. |
Director Compensation Table
As of December 31, 2025 our non-employee directors did not hold any stock awards. Independent Registered Public Accounting Firm Baker Tilly US, LLP has served as our independent registered public accounting firm since June 2025. Moss Adams LLP had served as our independent registered public accounting firm from 2023 until Moss Adams LLP’s merger with Baker Tilly US, LLP in June 2025. A representative of Baker Tilly US, LLP is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she so chooses, and is also expected to be available to respond to appropriate questions from stockholders.
2025 Summary Compensation Table
2025 Summary Compensation Table
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards ($) | Option Awards ($) | Nonequity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Tony Koblinski, Chief Executive Officer | 2025 | 400,000 | — | — | — | 400,000 | 78,877 | 814,077 | | | 2024 | 400,000 | — | — | 1,126,411 | 475,000 | 75,108 | 2,076,519 | | | 2023 | 400,000 | — | 120,960 | — | 550,000 | 69,243 | 1,140,203 | | Michael Willis, Chief Financial Officer | 2025 | 375,000 | — | — | — | 270,000 | 13,096 | 663,096 | | | 2024 | 350,000 | — | — | — | 200,000 | 9,008 | 559,008 | | | 2023 | 320,000 | 50,000 | 778,108 | — | 225,000 | 3,509 | 1,376,617 | | Jonathan Beaudoin, Chief Operating Officer | 2025 | 375,000 | — | — | — | 400,000 | 15,316 | 790,316 | | | 2024 | 341,194 | — | — | — | 225,000 | 13,562 | 579,756 | | | 2023 | 300,000 | — | 24,192 | — | 230,000 | 12,000 | 566,192 |
2025 Summary Compensation Table
| (1) The amount reported for Mr. Willis in this column represents the last installment of his sign-on bonus of $50,000 that was paid to him in April 2023. For a discussion of Mr. Willis’ sign-on bonus, please see “ —Narrative to Summary Compensation Table—Executive Offer Letters” below. |
2025 Summary Compensation Table
| (2) For 2025, the amounts reported in this column represent the bonuses earned with respect to the year ended December 31, 2025 by each NEO pursuant to our annual bonus program for executives. These amounts were paid in February 2026. For additional information, please see “—Narrative to Summary Compensation Table—Annual Bonus Program - 2025” below. |
2025 Summary Compensation Table
| (3) For 2025, the amounts reported in this column represent the following: |
2025 Summary Compensation Table
| Category | Tony Koblinski | Michael Willis | Jonathan Beaudoin | | Company 401(k) Plan Matching Contribution | 14,077 | 13,096 | 15,316 | | Home Rental Stipend | $5,400/month ($64,800 annually) | — | — |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End In connection with the IPO, all outstanding Incentive Units held by our NEOs accelerated and vested in full immediately prior to the consummation of the IPO and the vested Incentive Units were exchanged for common stock. No new equity grants were made to our NEOs during the year ended December 31, 2025. Accordingly, as of December 31, 2025 there were no outstanding equity awards held by our NEOs. See “—Narrative to Summary Compensation Table—Long-Term Incentives” for a discussion of the awards that are expected to be granted in the second quarter of 2026.
Related Persons Transaction Policy
| • | Director compensation arrangements that have been approved by the Board and have been reported in the Company’s proxy statement under Item 402(k) of Regulation S-K. |