DEF 14A of Unusual Machines, Inc.
Filed Aug 24, 2026 · FY20250001683168-26-006678
PROPOSAL 1. ELECTION OF DIRECTORS
PROPOSAL 1. ELECTION OF DIRECTORS Pursuant to the authority granted to our Board of Directors (the “Board”) under our Bylaws, the Board has fixed the number of directors constituting the entire Board at five. The Board currently consists of five directors. Upon the recommendation of the Corporate Governance and Nominating Committee of the Board, our Board has nominated the five individuals named below currently serving as directors of the Company to be elected as directors at the Annual Meeting, each to hold office until the next annual meeting of stockholders and until his or her successor is duly elected and qualified. The Board recommends a vote “For” the election of all of the director nominees.
NOMINEES FOR DIRECTOR
NOMINEES FOR DIRECTOR The following table sets forth information provided by the nominees as of the record date. All of the nominees are currently serving as directors of Unusual Machines. All of the nominees have consented to serve if elected by our stockholders.
NOMINEES FOR DIRECTOR
| Name | Age | Position | | Dr. Allan Evans | 42 | Chief Executive Officer, Chairman, and Director | | Cristina A. Colón, Esq. | 38 | Director | | Robert Lowry | 67 | Director | | Sanford Rich | 68 | Director | | Jeffrey Thompson | 61 | Director |
Director Nominees Biographies
Director Nominees Biographies Dr. Allan Evans, Chief Executive Officer and Chairman of the Board of Directors Dr. Allan Evans was appointed to serve as the Chief Executive Officer and a director of the Company effective December 4, 2023. Prior to becoming our Chief Executive Officer, Dr. Evans was the Chief Operating Officer of Red Cat Holdings, Inc. (Nasdaq: RCAT) (“Red Cat”) from January 2021 to November 2023 and was the Chief Executive Officer of Fat Shark. Dr. Evans is a serial entrepreneur with a history of founding and leading technological innovation. He has extensive experience in overseeing different emerging technologies. From August 2017 to October 2020, Dr. Evans served as a board member for Ballast Technologies, a company that specialized in technology for location-based entertainment. In November 2012, he co-founded Avegant, a technology company focused on developing next generation display technology to enable previously impossible augmented reality experiences. He led design, development, and initial production of the Glyph head mounted display and oversaw technology research and patent strategy while serving as Chief Technology Officer of Avegant until 2016. Dr. Evans has 47 pending or issued patents that cover a range of technologies from implantable medical devices to mixed reality headsets. Academically, his work has an h-index of 15, an i-index of 28, and has been cited in more than 1,000 publications. He has extensive experience with new technologies, engineering, business development, and corporate strategy, and his expertise in these areas strengthens the Company’s collective knowledge and capabilities. Dr. Evans’ management and public company experience, his experience in the drone business and his role as Chief Executive Officer of the Company, led to his appointment as a director. Cristina A. Colón, Esq., Director Ms. Colón has served as a director of the Company since August 2022. Ms. Colón is a practicing attorney in Puerto Rico and Florida and has been the owner of Cinmarc & Associates LLC, a public housing consulting firm, since 2018 and has served as its President since August 2021. Ms. Colón has also been the owner/operator Café de La Plaza, a restaurant located in Palmas del Mar, Puerto Rico, since 2009. From 2019 to 2021, Ms. Colón served as an investor relations specialist at OptimizeRX, a medical technology company. Ms. Colón’s experience in corporate law and investor relations for publicly traded companies led to her appointment as a director. Robert Lowry, Director Mr. Lowry has served as a director of the Company since August 2022. Mr. Lowry has been the owner of Sebring Assisted Living Facility since 1998, and the owner of Homestead Assisted Living Facility since 2007. Mr. Lowry’s experience as a business entrepreneur and his experience in operational finance led to his appointment as a director. Sanford Rich, Director Mr. Rich serves as director and Audit Committee member of the Company since January 31, 2024. Since March 2012, Mr. Rich has served as a director of Aspen Group, Inc. and since November 29, 2019, as Audit Committee Chairman. From August 2, 2017 to June 23, 2019, Aspen Group, Inc. had its common stock listed on the Nasdaq Capital Market and from June 24, 2019 to March 23, 2023, Aspen Group, Inc. had its common stock listed on Nasdaq Global Market, after which it voluntarily withdrew to focus on its core business and save money. Since January 2016, Mr. Rich has served as the Executive Director of the New York City Board of Education Retirement System. Mr. Rich also serves as a member of the Investor Advisory Group of the PCAOB for a term from June 1, 2022 to December 31, 2026. From November 2012 to January 2016, Mr. Rich served as the Chief of Negotiations and Restructuring for the Pension Benefit Guaranty Corporation (a United States Government Agency). Mr. Rich was selected as a director for his 40 years of experience in the financial sector and his experience serving on the audit committees of public companies. Jeffrey Thompson, Director Mr. Thompson has served as a director of the Company since inception in 2019. He served as the Company’s principal executive officer from inception until April 2022. Mr. Thompson has been President and Chief Executive Officer of Red Cat since May 15, 2019. In 2016, Mr. Thompson founded Red Cat Propware Inc., a provider of cloud-based analytics, storage, and services for drone aircraft, and served as its Chief Executive Officer until May 15, 2019 when it was acquired by Red Cat. Mr. Thompson’s management and public company experience, his experience in the drone business and his role as President and Chief Executive Officer of Red Cat, led to his appointment as a director.
Summary Compensation Table for 2025
Summary Compensation Table for 2025 The following table contains information about the compensation paid to or earned by each Named Executive Officer for the two most recently completed fiscal years.
Summary Compensation Table for 2025
| Name and Principal Position | Year | Salary ($) | Bonus ($) | | Stock Awards ($)(4) | Option Awards ($)(5) | All Other Compensation ($)(6) | Total ($) | | Allan Evans (1) | 2025 | 262,500 | | - | 5,839,750 | – | 20,542 | 6,122,792 | | Chief Executive Officer | 2024 | 250,000 | 131,000 | | 733,600 | – | – | 1,114,600 | | Brian Hoff (2) | 2025 | 255,000 | | - | 2,812,750 | – | 2,440 | 3,070,190 | | Chief Financial Officer | 2024 | 250,000 | 121,220 | | 449,600 | – | – | 820,820 | | Andrew Camden (3) | 2025 | 217,500 | - | | 2,812,750 | – | 17,919 | 3,048,169 | | President and Chief Operating Officer | 2024 | 167,094 | 6,678 | | 158,000 | – | – | 331,772 |
Summary Compensation Table for 2025
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Summary Compensation Table for 2025
| (1) Dr. Evans was appointed Chief Executive Officer in December 2023. On May 21, 2026, Dr. Evans’ consulting company, 8 Consulting, LLC extended the termination date of its Management Services Agreement to serve as the Company’s Chief Executive Officer to December 31, 2026, and modified the annual service fee to $350,000 as approved by the Company’s Compensation Committee. | | (2) Mr. Hoff was appointed Chief Financial Officer in November 2022. | | (3) Mr. Camden was appointed President on January 23, 2026 and Chief Operating Officer in March 2024. | | (4) Amounts reflect the aggregate grant date fair value of restricted share grants computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 10 in our consolidated financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. There can be no assurance that unvested awards will vest. |
Summary Compensation Table for 2025
| (5) Option awards are valued in accordance with ASC 718, Compensation – Stock Compensation. Fair value is determined based on the Black-Scholes Model using inputs reflecting our estimates of expected volatility, term, discount rates, and dividend expectations. Compensation expense is recognized based on the vesting terms of the award. | | (6) All other compensation relates to benefit insurance premiums paid by the Company on behalf of our Named Executive Officers in accordance with our benefit plans. |
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025 The table below summarizes outstanding equity awards held by our Named Executive Officers at December 31, 2025. All of the below awards were issued under the Company’s 2022 Equity Incentive Plan.
Outstanding Equity Awards at December 31, 2025
| | | Stock Awards | | | Name | Grant Date | Number of Shares or Units of Stock Acquired on Vesting Date (#) | Market Value of Shares or Units of Stock Realized on Vesting ($)(1) | | Allan Evans* | 02/03/2025 | 200,000 | $1,462,000 | | | 06/30/2025 | 175,000 | 1,499,750 | | | 11/20/2025 | 250,000 | 1,940,000 | | Brian Hoff | 02/03/2025 | 100,000 | $1,200,000 | | | 06/30/2025 | 75,000 | 642,750 | | | 11/20/2025 | 125,000 | 970,000 | | Andrew Camden | 02/03/2025 | 100,000 | $1,200,000 | | | 06/30/2025 | 75,000 | 642,750 | | | 11/20/2025 | 125,000 | 970,000 |
Outstanding Equity Awards at December 31, 2025
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Outstanding Equity Awards at December 31, 2025
| * Awarded to 8 Consulting, LLC | | (1) Amounts reflect the aggregate grant date fair value of restricted share grants computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 10 included in our consolidated financial statements filed with our Form 10-K for the fiscal year ended December 31, 2025. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Compensation of Directors
Compensation of Directors In the year ended December 31, 2025, non-employee directors were compensated for as follows:
Compensation of Directors
| Name* | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Cristina A. Colón, Esq. | 17,500 | 107,510 | 125,010 | | Robert Lowry | 31,991 | 107,511 | 139,502 | | Sanford Rich | 71,991 | 67,507 | 139,498 | | Jeffrey Thompson | 17,500 | 107,510 | 125,010 |
Compensation of Directors
| (1) Represents cash fees paid, accrued or earned for serving as directors and in Board committee roles. | | (2) Represents restricted common stock. Amounts reported represent the aggregate grant date fair value of awards granted without regard to forfeitures granted to the non-employee directors during 2025, computed in accordance with ASC 718. This amount does not reflect the actual economic value realized by the directors. |