DEF 14A of AIRO Group Holdings, Inc.
Filed Apr 21, 2026 · FY20250001493152-26-018193
Class I Director Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
Class I Director Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting Gregory Winfree, age 61, has served as a member of our Board of Directors since June 2025. Mr. Winfree currently serves as Agency Director and Chief Executive Officer of Texas A&M Transportation Institute, a leading transportation research agency, and has been in that role since December 2016. He also serves as an Adjunct Professor of Law at Texas A&M University School of Law, and has since January 2017. Mr. Winfree previously served as Assistant Secretary for the Office of the Assistant Secretary for Research and Technology of the United States Department of Transportation, from January 2014 to November 2016. Mr. Winfree holds a Sc.B. in Communications from St. John’s University and a J.D. from Georgetown University Law Center. We believe Mr. Winfree is qualified to serve on our Board of Directors because of his extensive industry and regulatory expertise and his previous government experience. Brian Nelson, age 55, has served as a member of our Board of Directors since June 2025. Mr. Nelson has served as the Chief Executive Officer, Executive Chairman, President and director of Precision Surfacing Solutions Group (formerly known as the Lapmaster Group), a manufacturing company, since October 2003. Mr. Nelson also currently serves on the board of directors of Dragonfly Energy Holdings Corp. (Nasdaq: DFLI), a public battery manufacturing company, since October 2022. Mr. Nelson holds an M.B.A. in Entrepreneurship from the DePaul University Charles H. Kellstadt School of Business and a B.S. in Civil & Environmental Engineering from Marquette University. He is a member of the Association of Manufacturing Technology and Young President’s Organization. We believe that Mr. Nelson is qualified to serve on our Board of Directors based on his years of business experience as a president and chief executive officer and public company board membership. Sherrie McCandless, age 56, has served as a member of our Board of Directors since June 2025. Ms. McCandless currently serves as a member of the board of directors for The Old Soldiers Home Foundation, a nonprofit supporting veterans of the armed services, since December 2023 and the Pearl Harbor Aviation Museum since 2025. Ms. McCandless previously served as Commanding General of the District of Columbia National Guard, from April 2021 until September 2023. Ms. McCandless previously served as Director of Legislative Affairs for the National Guard Bureau, from May 2019 until April 2021. Ms. McCandless holds a B.S. in Mathematics from the University of Miami and an M.S. in National Security Strategy from the National War College. We believe Ms. McCandless is qualified to serve on our Board of Directors because of her extensive industry experience and her previous government experience.
THE BOARD OF DIRECTORS RECOMMENDS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH CLASS I DIRECTOR NOMINEE.
Class II Directors Continuing in Office Until the 2027 Annual Meeting
Class II Directors Continuing in Office Until the 2027 Annual Meeting John Uczekaj, age 67, has served as our President and Chief Operating Officer since July 2022. In addition to his position as our President and Chief Operating Officer, he has led Aspen Avionics, Inc. (“Aspen Avionics”), one of our subsidiaries, as Chief Executive Officer since February 2007 and has served on its board of directors since 2007. Prior to joining Aspen Avionics, he was President and Chief Operating Officer of the NORDAM Group LLC, an aerospace and defense company, from November 2004 to October 2006. He received the Aviation Industry Leader of the Year in 2012 from the Living Legends of Aviation and was inducted into the Living Legends of Aviation in 2013. He is a member of the board of directors of the General Aviation Manufacturers Association, since 2007. Mr. Uczekaj has over 40 years of experience in the avionics industry, starting out as an engineer at the Boeing Company (NYSE: BA), a global aerospace corporation, and moving into key management positions at Sperry, an electronics and equipment manufacturer, and Honeywell International Inc. (Nasdaq: HON), an aerospace and automation company. Mr. Uczekaj holds a B.S. in Electrical and Computer Engineering from Oregon State University and an M.B.A. from City University, Seattle, Washington. We believe that Mr. Uczekaj is qualified to serve on our Board of Directors because of his extensive industry and management experience, his previous board memberships, and his officer-level corporate experience. Edvard Per Erik Svehag, age 57, has served as a member of our Board of Directors since June 2025. Mr. Svehag currently serves as a director and an advisor to Dangroup Invest, an investment firm, and previously as the Chief Executive Officer, since 2017. He currently serves as the Chief Executive Officer to Svehag Invest, an investment company, since June 2024. Mr. Svehag co-founded Sky-Watch, one of our subsidiaries, and has served as the chairman of its board of directors since July 2011. Mr. Svehag serves as Board member for Belgravia Midco ApS, an IT company, since 2017. He has also served as a member of the board of directors of Danoffice IT ApS, a supplier of IT infrastructure, since 2001, and as chairman of the board of directors of GSOL Energy Global A/S, a supplier of solar solutions, since 2018. Mr. Svehag holds a B.Sc. from Syddansk Universitet, a M.B.A. from the University of Reading Henley Business School and a Board education from IMD business school in Switzerland. We believe that Mr. Svehag is qualified to serve on our Board of Directors because of his extensive business and product experience and his board membership. Elizabeth Ng, age 69, has served as a member of our Board of Directors since June 2025. Ms. Ng is a Partner at Roel Consulting since 2003. She also serves as President at Kavionics, Inc. and as a member of its board of directors, since 2010. She previously served as the Chief Executive Officer of Ocean Biomedical, Inc., a public biopharmaceutical company, from January 2019 to October 2024 and served as a member of Ocean Biomedical, Inc.’s board of directors from January 2019 to August 2025. Ms. Ng previously served as Vice President and Head of Strategy and Business Development at Bioelectric Devices Inc., an artificial intelligence-driven bioelectronics company, from 2018 until 2020. Previously, she served as Senior Director of Portfolio Strategy at BioMarin Pharmaceutical Inc., a global biotechnology company, from 2010 to 2017. Ms. Ng holds a B.S. in Physics from the Massachusetts Institute of Technology and an M.B.A. from Stanford University. We believe Ms. Ng is qualified to serve on our Board of Directors because of her business experience as a chief executive officer and her public company board membership.
Class III Directors Continuing in Office Until the 2028 Annual Meeting
Class III Directors Continuing in Office Until the 2028 Annual Meeting Captain Joseph D. Burns, age 64, has served as our Chief Executive Officer and as a member of our Board of Directors since our inception in August 2021. He also serves on the board of directors of Aspen Avionics and AIRO Group, Inc., both subsidiaries of the Company, since July 2012 and March 2020 respectively. He is a pilot for United Airlines, serving as a Boeing 777 captain since August 2024 and a Boeing 757 and Boeing 767 captain since 2012. Previously, he served on the board of directors of Agile Defense LLC, a subsidiary of the Company, from December 2006 to March 2021. Captain Burns has served as Chief Executive Officer of AIRO Group Inc., since 2020, Executive Manager of Agile Defense, LLC since 2018, Executive Manager of AIRO Drone LLC since 2018, all of which are subsidiaries of the Company. Additionally, he has served as Vice President of Operations for KJ Ventures Inc., a technology consulting and investment company, since 1994. Captain Burns is a 40-year veteran of the aviation, technology, and communications industries. Captain Burns was an executive at United Airlines from 1992 to 2020, most recently serving as the Managing Director of Technology and Flight Test at United Airlines responsible for over $250 million in annual NextGen programs. Prior to that, Captain Burns held several positions at United Airlines, including Managing Director – Flight Standards, FAA Certificate Director of Operations, Director Flight Standards, Chief Pilot FFDO Program, Manager Automation Systems, and Pilot Instructor. His engineering and management experience also includes CEO positions at Sensurion Aerospace, an avionics company, from 2014 to 2018, and ATN Systems, Inc., an optics company, from 2001 to 2014. Captain Burns served on the National Space-Based Positioning, Navigation, and Timing Advisory Board from 2004 through April 2026 and was a Board Member Emeritus for EMS Technologies from 2007 to April 2026. He is also a prior member of the NextGen Advisory Council Subcommittee and he is the Chairman Emeritus for the Airline Operations Committee and the Air Traffic Control Council of Airlines for America, formerly known as the Air Transport Association of America. Captain Burns received a Master of Business Administration in Management from the Miami University Farmer School of Business and a Bachelor of Science in Aeronautics from Miami University. We believe that Captain Burns is qualified to serve on our Board of Directors because of his aerospace experience, including regulations governing the aerospace industry. Dr. Chirinjeev Kathuria, age 61, has served our Executive Chairman since our inception in August 2021. Dr. Kathuria is an Indian-American investor, businessperson, and philanthropist. Dr. Kathuria co-founded Ocean Biomedical, Inc. (Nasdaq: OCEA), a biopharmaceutical company, and serves as the executive chairman of its board of directors, a position he has held since its inception in January 2019. He co-founded of UpHealth, Inc. (OTC: UPH), a digital health company, and served on its board of directors from June 2021 to September 2025. In addition, Dr. Kathuria co-founded New Generation Power International, an energy company, in February 2009, and has served on its board of directors since that date. He also co-founded American Teleradiology NightHawks, Inc., a telemedicine company, in March 2003. American Teleradiology NightHawks, Inc. merged with NightHawk Radiology Holdings, Inc., and the combined company went public on Nasdaq in October 2006. From March 1998 to March 2000, Dr. Kathuria served as a director of the X-Stream Networks Inc., an internet service provider that was sold to Liberty Surf Group S.A. and subsequently went public on the Paris Stock Exchange. Dr. Kathuria has also been involved in space exploration and, in January 1999, became the founding director of MirCorp, the first commercial company to privately launch and fund manned space programs. Dr. Kathuria received a Bachelor of Science and Doctor of Medicine from Brown University and a Master of Business Administration from Stanford University. We believe that Dr. Kathuria is qualified to serve on our Board of Directors because of his extensive knowledge of our business and public company experience. John M. Belcher, age 84, has served as a member of our Board of Directors since December 2024. Mr. Belcher currently serves as the Chief Executive Officer of JMCB Enterprise Solutions, a management consulting firm, which he founded in July 2017. He previously served as the Chief Executive Officer and Chairman of ARINC, a provider of transport communications and systems engineering solutions, from 1998 to 2015. Prior to that, Mr. Belcher served as the President and Chief Executive Officer of Hughes Aircraft of Canada and the President and Chief Executive Officer of Thomson Hickling Aviation, an aviation company, from 1988 to 1998. He held several executive positions with Canada’s federal government, including Executive Director of Facilities, Engineering and Systems Development, Transport Canada, Director General of Office Automation Services and Information Systems, and Director General of Corporate Systems, Supply and Services Canada. He has over 40 years of experience in aviation, aerospace, airports, information technology, communications, and defense. He previously served as Chairman of the Canadian Advanced Technology Association and Chairman of the Advisor Board for the University of Waterloo. He also served on the board of directors for several trade associations and aerospace technology companies. He has received numerous awards and honors, including the Canadian National Transportation Award, the Maryland International Business Leadership Award, Business Leader of the Year for Annapolis and Anne Arundel County, the Carlyle Company Louis V. Gerstner, Jr. Excellence Award, and the Anne Arundel Excellence in Leadership Award. He is a member of the Annapolis and Anne Arundel County Chamber of Commerce Business Hall of Fame. Most recently, he was awarded the USA Ellis Island Medals of Honor on June 30, 2022, for his contribution to aviation, aerospace, and information technology as well as his successes as an entrepreneur and community leader. He graduated from the University of Ottawa with a B.S.C. in Applied Science and earned a graduate degree in Systems Engineering and Business Management from Queens University. We believe that Mr. Belcher is qualified to serve on our Board of Directors because of his extensive industry and regulatory experience, his previous board memberships, and his officer-level corporate experience. CORPORATE GOVERNANCE AND BOARD MATTERS
Compensation Committee
| ● | establishing policies with respect to equity compensation arrangements; | | ● | reviewing the competitiveness of our executive compensation programs and evaluating the effectiveness of our compensation policy and strategy in achieving expected benefits to us; | | ● | reviewing and making recommendations to the full Board of Directors regarding the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers; | | ● | reviewing with management and approving our disclosures under the caption “Compensation Discussion and Analysis” in our periodic reports or proxy statements to be filed with the SEC, to the extent such caption is included in any such report or proxy statement; | | ● | preparing the report that the SEC requires in our annual proxy statement; and | | ● | reviewing and assessing on an annual basis the performance of our Compensation Committee and the charter of our Compensation Committee. |
Summary Compensation Table
Summary Compensation Table The following table shows the compensation awarded or paid to, or earned by, our named executive officers for the years ended December 31, 2025 and 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($)(2) | Nonequity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Captain Joseph D. Burns(3) | 2025 | 363,462 | 350,000 | 352,100 | — | — | 1,065,562 | | Chief Executive Officer and Director | 2024 | — | — | — | — | — | — | | John Uczekaj(4) | 2025 | 366,602 | 100,000 | 736,676(5) | 32,996(5) | 6,505(6) | 1,242,779 | | President, Chief Operating Officer and Director | 2024 | 300,000 | — | — | — | — | 300,000 | | Dr. Mariya Pylypiv(7) | 2025 | 155,769 | 90,000 | 800,000 | — | — | 1,045,769 | | Chief Financial Officer | | | | | | | |
Summary Compensation Table
| (1) Amounts represent (i) for all named executive officers, discretionary bonuses paid in 2026 with respect to 2025 performance, as described further below in the section titled “—Annual Bonus;” and (ii) for Captain Burns, a cash bonus received upon completion of our IPO, as described further below in the section titled “—Employment Agreements with our Named Executive Officers.” | | (2) Amounts include the aggregate grant date fair value of stock awards issued to our named executive officers, calculated in accordance with ASC 718, including: (i) for Mr. Uczekaj and Dr. Pylypiv, restricted stock unit (“RSU”) awards, as described further below under “—Employment Agreements with our Named Executive Officers;” (ii) for Captain Burns and Dr. Pylypiv, stock bonus awards received upon the completion of our IPO, as described further below in the section titled “—Employment Agreements with our Named Executive Officers;” and (iii) for Mr. Uczekaj, shares of common stock granted pursuant to our Management Carveout Plan (as defined below), as described further below in footnote 5. Assumptions used in the calculation of the grant date fair value are set forth in Note 15, “Stock-Based Compensation” to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These amounts do not reflect the actual economic value realized by our named executive officers. | | (3) Captain Burns is also a member of our Board of Directors but did not receive any additional compensation in his capacity as a director. Captain Burns did not receive a base salary, was not granted equity, and did not otherwise receive any compensation during fiscal year ended December 31, 2024. | | (4) Mr. Uczekaj is also a member of our Board of Directors but did not receive any additional compensation in his capacity as a director. | | (5) Upon the consummation of our IPO, Mr. Uczekaj received the following in satisfaction of his award opportunity under the Management Carveout Plan: (i) as reported in the “Stock Awards” column, 28,678 shares of our common stock with a grant date fair value of $690,280, calculated in accordance with ASC 718; and (ii) as reported in the “Nonequity Incentive Plan Compensation” column, $32,996 in cash. See “—2021 Management Carveout Plan” below for additional information. | | (6) Represents life insurance premiums paid by us. | | (7) Dr. Pylypiv commenced employment with us effective as of June 16, 2025 and as such was not a named executive officer for the year ended December 31, 2024. Accordingly, only her compensation for the year ended December 31, 2025 is included in the Summary Compensation Table in accordance with SEC rules. |
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control Pursuant to the Employment Agreements, if any of Captain Burns, Mr. Uczekaj or Dr. Pylypiv is terminated without cause (other than as a result of death or disability) or resigns for good reason, or, with respect to Captain Burns or Mr. Uczekaj, voluntarily terminates his employment due to retirement (each such termination, a “Qualifying Termination”), subject to the execution and delivery of a release of claims, such individual would be entitled to: (i) continued payment of their base salary for 12 months following the termination (for Captain Burns and Mr. Uczekaj, as continuing payments concurrently with regular payroll payments, for Dr. Pylypiv, in a lump sum at the time of such termination); (ii) a pro-rated portion of their target bonus for the calendar year of termination paid, if any such bonus has been determined to have been achieved by our Board of Directors; and (iii) coverage of certain health and welfare benefits for up to 12 months following such termination. Under the Pylypiv Employment Agreement, if Dr. Pylypiv is terminated due to a Qualifying Termination, subject to her continued compliance with the terms of the Pylypiv Employment Agreement, the vesting of any then-unvested equity awards would be accelerated, such that one hundred percent of such equity awards would be deemed immediately vested and exercisable. If either of Captain Burns or Mr. Uczekaj is terminated due to a Qualifying Termination (other than as a result of a voluntary retirement) within three months prior to or within 12 months following a Change in Control (as defined in such individual’s Employment Agreement), subject to such individual’s continued compliance with the terms of the Burns Employment Agreement or Uczekaj Employment Agreement, as applicable, the vesting of any then-unvested equity awards will be accelerated, such that one hundred percent of such equity awards shall be deemed immediately vested and exercisable. If any of Captain Burns, Mr. Uczekaj or Dr. Pylypiv resigns without good reason, if we terminate such individual’s employment for cause, or if we terminate such individual’s employment as a result of death or disability, such individual will receive their base salary accrued through their last day of employment, as well as any unused vacation (if applicable) accrued through their last day of employment. Under these circumstances, none of Captain Burns, Mr. Uczekaj and Dr. Pylypiv will be entitled to any other form of compensation, including any severance or accelerated vesting, other than such individual’s rights to the vested portion of any equity awards and any other rights to which they are entitled under our benefit programs. For purposes of the Employment Agreements:
Potential Payments Upon Termination or Change of Control
| ● | “Cause” for termination will mean the occurrence of any of the following events, as determined reasonably and in good faith by the Board of Directors or a committee designated by the Board of Directors: (i) gross negligence or willful failure to substantially perform their duties and responsibilities to the Company or willful and deliberate violation of a Company policy; (ii) conviction of a felony or commission of any act of fraud, embezzlement or dishonesty against the Company or involving moral turpitude that is likely to inflict or has inflicted injury on the business of the Company, to be determined in the sole discretion of the Company; (iii) their unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party that they owe an obligation of nondisclosure as a result of their relationship with the Company; or (iv) willful and deliberate breach of the applicable Employment Agreement that causes or could reasonably be expected to cause material injury to the business of the Company. |
Potential Payments Upon Termination or Change of Control
| ● | “Good reason” means resigning from employment with the Company if any of the following actions are taken by the Company without their prior written consent: (i) a material reduction in duties, authority, or responsibilities relative to the duties, authority, or responsibilities in effect immediately prior to such reduction, excluding having the same title, duties, authority and responsibilities at a subsidiary level following a Change in Control; (ii) the relocation of their primary work location to a point more than fifty (50) miles from their primary work location as set forth herein that requires a material increase in their one-way driving distance, provided, however, that neither their transition from remote work to a Company office nor to remote work from a Company office will be considered a relocation of their primary work location for purposes of this definition; (iii) a material reduction by the Company of their base salary or annual target bonus opportunity, as initially set forth herein or as the same may be increased from time to time pursuant to this offer letter agreement, except for across-the-board salary reductions implemented prior to a Change in Control which are implemented based on the Company’s financial performance and similarly affecting all or substantially all senior management employees of the Company; and (iv) a material breach by the Company of the terms of the applicable Employment Agreement. Provided, however that, such termination by them shall only be deemed for Good Reason pursuant to the foregoing definition if (1) the Company is given written notice from them within sixty (60) days following the first occurrence of the condition that they consider to constitute Good Reason describing the condition, (2) the Company fails to satisfactorily remedy such condition within thirty (30) days following such written notice, and (3) they terminate employment within thirty (30) days following the end of the period within which the Company was entitled to remedy the condition constituting Good Reason but failed to do so. | | ● | “Retirement” means Captain Burns’ or Mr. Uczekaj’s voluntary termination of employment after: (i) reaching age 55; (ii) the sum of his age and years of service with the Company equals or exceeds 70; and (ii) he has provided the Company with at least six months’ prior written notice of his intention to retire. |
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025 The following table shows certain information regarding outstanding equity awards on December 31, 2025 for the named executive officers.
Outstanding Equity Awards as of December 31, 2025
| | Stock Awards | | | | Number of Shares That Have Not Vested (#) | Market Value of Shares That Have Not Vested ($)(1) | | John Uczekaj | 1,730(2) | 14,151 |
Outstanding Equity Awards as of December 31, 2025
| (1) The market value is based on the closing price of our common stock as of December 31, 2025 of $8.18 per share. | | (2) The RSUs vest in four equal installments on each of October 1, 2025, January 1, 2026, April 1, 2026 and July 1, 2026, subject to Mr. Uczekaj’s continued employment with the Company through each such date. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The table below sets forth information regarding the compensation paid to our directors for service on the Board of Directors during the year ended December 31, 2025.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($)(2)(3) | All Other Compensation | Total ($) | | John Belcher | 61,000 | – | – | 61,000 | | Gregory Winfree | 57,500 | – | – | 57,500 | | Brian Nelson | 57,500 | – | – | 57,500 | | Elizabeth Ng | 60,500 | – | – | 60,500 | | Sherrie McCandless | 57,000 | – | – | 57,000 |
DIRECTOR COMPENSATION
| (1) Represents the following cash fees paid to our non-employee directors in 2026 in recognition of 2025 service on the Board of Directors, as applicable: (i) a $50,000 cash retainer, (ii) a $7,500 cash retainer for service as a committee chair, and (iii) a $3,500 cash retainer for service on each committee of the Board of Directors (but not as chair of such committee). | | (2) On February 1, 2026, we made a one-time grant of 4,460 RSUs to each non-employee director in recognition of 2025 service, which will vest in full on the date of the Annual Meeting, subject to continuous service through such date. This grant will be included in the stock awards column of this table in the proxy statement for the annual meeting of stockholders to be filed in 2027. | | (3) None of our non-employee directors held any outstanding stock equity awards as of December 31, 2025. |
Narrative to Director Compensation Table
Narrative to Director Compensation Table The table above does not include Captain Burns or Mr. Uczekaj because neither Captain Burns nor Mr. Uczekaj receive additional compensation for services provided as a director. Captain Burns and Mr. Uczekaj are named executive officers, and their compensation information is included under “Executive Compensation” above. Additionally, the table above does not include Dr. Kathuria because he is an executive officer of the Company, but is not a named executive officer, and does not receive any additional compensation for services provided as a director. Mr. Svehag is a non-executive employee and does not receive additional compensation for services provided as a director. Mr. Svehag’s employee compensation and other amounts payable to an entity in which he has a significant ownership interest are discussed below under “Transactions with Related Persons and Indemnification—Certain Transactions with or involving Related Persons—Sky-Watch and Dangroup Arrangements” and “Svehag Arrangements.”
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy Prior to the adoption of our Non-Employee Director Compensation Policy in February 2026 (described below), we did not have a policy providing for compensation of our non-employee directors for service on our Board of Directors and committees of our Board of Directors. In February 2026, our Board of Directors approved the following compensation for the non-employee directors in recognition of their service during 2025: (A) (i) a $50,000 cash retainer for service on the Board of Directors, (ii) a $7,500 cash retainer for service as a committee chair, and (iii) a $3,500 cash retainer for service on each committee of the Board of Directors (but not as chair of such committee), and (B) a one-time grant of RSUs under the 2025 Plan covering a number of shares of our common stock with an aggregate grant date fair value of $50,000. In February 2026, our Board of Directors adopted a Non-Employee Director Compensation Policy, pursuant to which our non-employee directors are eligible to receive compensation for service on our Board of Directors and committees of our Board of Directors, effective as of January 1, 2026. This policy provides that each non-employee director will receive the following compensation for service on our Board of Directors:
Non-Employee Director Compensation Policy
| ● | an annual cash retainer of $100,000 for eligible directors; | | ● | an additional cash retainer of $15,000 for service as chair of each committee of the Board of Directors; | | ● | an additional cash retainer of $7,000 for service on each committee of the Board of Directors (other than for committee chairs); and | | ● | an annual RSU award granted on the date of each annual meeting of our stockholders to each non-employee director that continues to serve after such date, with a value of $100,000 (the “Annual Grant”). |
Non-Employee Director Compensation Policy
The RSUs subject to the Annual Grant will vest in full on the earlier of the one-year anniversary of the date of grant or the next annual meeting of stockholders (or the date immediately prior to the next annual meeting of stockholders if the director’s service as a director ends at such meeting due to the director’s failure to be re-elected or the director not standing for re-election), subject to the director’s continued service through each such date. All equity awards held by a director will accelerate and vest immediately prior to the closing of a Change in Control (as defined in the 2025 Plan), subject to the director’s continued service through such date. Pursuant to the Non-Employee Director Compensation Policy, the compensation described above is subject to the limits on non-employee director compensation set forth in the 2025 Plan. Each of the RSU awards described above will be granted under our 2025 Plan. We will also reimburse each non-employee director for ordinary, necessary, and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board of Directors and committee meetings. TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION The following is a summary of transactions since January 1, 2024, to which we have been a participant in which the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which any of our directors, executive officers or holders of more than 5% of our capital stock or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest, other than compensation arrangements which are described in the sections titled “Executive Compensation” and “Director Compensation.”