DEF 14A of Castellum, Inc., Apr 16, 2024

DEF 14A of Castellum, Inc.

Filed Apr 16, 2024 · FY20230001877939-24-000028

Open on EDGAR

  1. Table of Contents

    | Executive Compensation | | | Summary Compensation Table | 24 | | Employment Agreements; Potential Payments upon Termination or Change in Control | 25 | | Outstanding Equity Awards at Fiscal Year-End | 28 | | Equity Compensation Plan Information | 29 | | Certain Relationships and Related-Party and Other Transactions | | | Indemnification Agreements with our Directors and Officers | 30 | | Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm | | | Pre-Approval Policies and Procedures | 34 | | Proposal No. 3 - Approve an Amendment to the Castellum, Inc. 2021 Stock Incentive Plan | | | General | 33 | | Reasons for the Amendment | 33 | | Material Terms of the Plan | 34 | | Audit Committee Report | 31 | | Compensation, Culture, and People Committee Report | 32 | | Nominating and Governance Committee Report | 33 | | Availability of Annual Report on Form 10-K | 39 | | Frequently Asked Questions and Answers | 39 | | Other Business | 44 |

  2. Proposal 1: Election of Directors

    Proposal 1: Election of Directors The Board recommends a vote FOR each director nominee.

  3. Proposal 1: Election of Directors

    | | | | | Committee Memberships | | | | Name and Principal Occupation | Independent | Age | Director Since | AC | CC | NGC | | Mark S. Alarie Angel Investor | Yes | 60 | 2022 | | • | • | | John F. Campbell President, John F. Campbell & Associates | Yes | 66 | 2022 | | • | • | | Bernard S. Champoux Senior Vice President, CEO, Head of Government Relations, Hanwha Defense USA | Yes | 69 | 2022 | • | • | • | | Patricia Frost Senior VP of HR, Internal Communications & Community Engagement, Seagate Technology Holdings | Yes | 58 | 2022 | • | • | | | Mark C. Fuller President and Chief Executive Officer, Castellum, Inc. | No | 68 | 2019 | | | | | C. Thomas McMillen President and CEO, Lead 1 Association | Yes | 71 | 2022 | • | | • | | Jay O. Wright Vice Chair of the Board, General Counsel, Chief Strategy Officer, Secretary - Castellum, Inc. | No | 54 | 2019 | | | |

  4. Proposal 1: Election of Directors

    Key to Committees:

  5. Proposal 1: Election of Directors

    | AC | Audit Committee | CC | Compensation, Culture, and People Committee | NGC | Nominating and Governance Committee |

  6. Proposal 1: Election of Directors

    | 4 | Castellum, Inc. |

  7. Proposal No. 1 Election of Directors

    Proposal No. 1 Election of Directors Our Articles of Incorporation provides that our Board of Directors ("Board") must consist of one or more directors, and the number of directors to hold office at any time may be determined from time to time by resolution of our Board. The size of the Board is currently set at seven members. On November 9, 2024, the Nominating and Governance Committee recommended to the Company's Board that the individuals identified below stand for re-election. The Board unanimously approved the recommendation of the Nominating and Governance Committee. There are seven nominees for election to the Board at the 2024 Annual Meeting to serve until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified. All of the nominees currently serve as directors of the Company. Proxies may not be voted with respect to more than seven individuals in the election of directors at the 2024 Annual Meeting. Except where authority to vote for a director has been withheld, the proxies received pursuant to this solicitation will be voted "FOR" the nominees named below. If for any reason any nominee does not stand for election, such proxies will be voted in favor of the remainder of the nominees and may be voted for a substitute nominee in place of the nominee who did not stand. We have no reason to expect that any of the nominees will not stand for election. The election of directors will be determined by a plurality of the shares voted at the 2024 Annual Meeting. The table below sets forth information with respect to our directors as of April 16, 2024:

  8. Proposal No. 1 Election of Directors

    | Name | Age | Positions with the Company | | Mark S. Alarie | 60 | Director | | John F. Campbell | 66 | Director | | Bernard S. Champoux | 69 | Director, Chair | | Patricia Frost | 58 | Director | | Mark C. Fuller | 68 | Director, President, Chief Executive Officer | | C. Thomas McMillen | 71 | Director | | Jay O. Wright | 54 | Director, Vice Chair, General Counsel, Chief Strategy Officer, Secretary |

  9. Proposal No. 1 Election of Directors

    Biographical information for each director is contained in the following section.

  10. Proposal No. 1 Election of Directors

    | PROXY STATEMENT | 5 |

  11. Director Biographies

    Director Biographies The following is a brief biographical summary of the experience of our directors and director nominees:

  12. Director Biographies

    | Mark S. Alarie | | Mr. Alarie has been a director since October 12, 2022, the date on which the Company's registration statement ("Registration Statement") was effective with the Securities and Exchange Commission ("SEC") in connection with its public offering of common stock ("Public Offering"). Mr. Alarie is currently an angel investor focusing on equity investments in early-stage technology companies in the United States. Mr. Alarie joined ICertainty in May of 2008 and assumed the role of president in January of 2009 before leaving the company in 2012. Prior to joining ICertainty, Mr. Alarie was co-founder and principal at CameronBlue Capital in McLean, Virginia after leaving his role as principal at CrossHill Financial Group. As a private equity fund manager and investor at CrossHill and CameronBlue, Mr. Alarie focused his time on cultivating relationships and making investments in technology-related companies in the DC region, particularly computer software companies. Prior to his private equity career, Mr. Alarie worked at both Legg Mason and Alex Brown investment banks in Baltimore, servicing the institutional investors of both. After graduating from Duke University, Mr. Alarie played professional basketball for the Denver Nuggets and Washington Bullets (now Wizards) for six years. Mr. Alarie holds a Bachelor of Arts in economics from Duke University and a Master’s degree in business administration from the Wharton School of the University of Pennsylvania. | | Mr. Alarie brings extensive leadership, business, and finance experience to the Board. His experience as a private equity fund manager and investment banker focused on technology-related companies has given him broad understanding and experience, particularly relating to business and finance matters impacting the Company. |

  13. Director Biographies

    | John F. Campbell | | Mr. Campbell has been a director since October 12, 2022, the date on which the Company's Registration Statement was effective with the SEC in connection with its Public Offering. He served as an advisory board member from October 2019 until October2022. Mr. Campbell founded John F. Campbell & Associates in May 2016 and has served as the president since that time. Mr. Campbell currently serves as an outside director of BAE Systems, Inc., an American subsidiary of British defense, security, and aerospace company BAE Systems, a public limited company and Rolls Royce North America, Inc. an American subsidiary of multinational corporation Rolls-Royce, a public limited company. He also serves as a director to IAP, a privately owned company and serves on the advisory board for AM General, the manufacturer of the Hummer and Humvee. Mr. Campbell retired from the U.S. Army at the rank of four-star general after 37 years of active service. He has over 20 years of service principally in command and leadership assignments in a broad mix of U.S. Army and joint organizations and cultures within the Department of Defense. Mr. Campbell has a documented ability to provide senior management experience leading large, complex organizations ranging in size from 700 to 1.2 million in peace and combat operations. Mr. Campbell is adept at providing intellectual and organizational leadership, defining and solving complex problem sets and working with people to accomplish difficult tasks in high stress, dynamic settings. Mr. Campbell is an expert at strategic analysis, strategic communications, assessing strategic risk, planning and developing policy in an interagency context, developing and managing relationships, working with Congress and working with international leaders. Mr. Campbell holds a Bachelor of Science in engineering from the United States Military Academy and Master’s degree in public administration from Golden Gate University. | | Mr. Campbell brings extensive business, operating, and leadership experience to the Board. His experience in the U.S. Army, as a consultant, and as a board and audit committee member to other public companies has given him broad understanding and expertise, particularly relating to business, finance, accounting, and corporate governance matters impacting the Company. |

  14. Director Biographies

    | 6 | Castellum, Inc. |

  15. Director Biographies

    | Bernard S. Champoux | | Mr. Champoux has been a director since October 12, 2022, the date on which the Company's Registration Statement was effective with the SEC in connection with its Public Offering. Mr. Champoux served as an advisory board member from January 2022 until October 2022. Since May 2017 Mr. Champoux has served as the senior executive vice president, chief executive officer and head of government relations for Hanwha Defense USA. Hanwha Defense USA is a provider of global defense solutions. Prior to that time, he acted as a consultant for Lockheed Martin, L3, CENTRA Technology, Analytical Services (ANSER), and the Defense Science Board. Mr. Champoux served nearly 39 years in the U.S. Army commanding from platoon through field army in light, mechanized, and motorized infantry, with multiple tours in the Rangers, and numerous operational deployments including over three years in combat. He was the executive officer to the Commander in Chief, U.S. Southern Command and the executive assistant to the Vice Chairman of the Joint Chiefs of Staff. Mr. Champoux was also the deputy and chief of legislative liaison, Office of the Secretary of the U.S. Army. Mr. Champoux holds a Bachelor of Arts in sociology from Saint Anselm College and is a graduate of the U.S. Army War College, and the Executive Leadership Program, Kenan-Flagler Business School, University of North Carolina, Chapel Hill. | | Mr. Champoux brings extensive business, operating, and leadership experience to the Board. His experience as a chief executive officer, consultant, and his time in the U.S. Army has given him broad understanding and expertise, particularly relating to business, finance, accounting, and other matters impacting the Company. |

  16. Director Biographies

    | Patricia Frost | | Ms. Frost has been a director since October 12, 2022, the date on which the Company's Registration Statement was effective with the SEC in connection with its Public Offering. Ms. Frost served as a member of the advisory board from October 2019 until October 2022. Since 2018 Ms. Frost has served as a strategic cyber advisor to Partners In Performance, America, a cyber-security consulting firm. Since 2019 she has also served as a senior vice-president of human resources, internal communications and community engagement to Seagate Technology Holdings, a public limited company. From 2018 to 2020 she was a senior advisor to Thayer Leader Development Group, where she was a leadership advisor to Fortune 500 companies. From 1987 to 2018 Ms. Frost served in the U.S. Army where she became a Major General and served as the first-ever director responsible for strategy, budget, and policy for the U.S. Army’s cyber capabilities. She has led strategic alignment and problem-solving initiatives among interagency and international partners, with three decades of experience in Asia and the Middle East. Ms. Frost received a Bachelor of Arts in political science from Rutgers University – New Brunswick, a Master’s degree in military strategic intelligence from National Intelligence University, a Master’s degree in human resources development from Webster’s University and a Master’s degree in strategic studies from U.S. Army War College. | | Ms. Frost brings extensive leadership, business, and human resources experience to the Board. Her experience as a strategic advisor, senior vice-president of human resources, and time in the U.S. Army has given her broad understanding and expertise, particularly relating to business, accounting, human resources, and talent management matters impacting the Company. |

  17. Director Biographies

    | PROXY STATEMENT | 7 |

  18. Director Biographies

    | Mark C. Fuller | | Mr. Fuller was appointed a director, Chair of the Board, Chief Executive Officer, and President on June 11, 2019 in connection with the acquisition of Bayberry Acquisition Corp. From September 2017 to December 2020 Mr. Fuller was the chief executive officer and senior advisor to Techshot Lighting LLC where he was responsible for expanding the company’s products into new markets. Techshot Lighting LLC manufactures, markets, and sells tactical shelter lighting systems. From December 2016 to December 2020, Mr. Fuller served as a vice-president to the national capital region and a board member to Main Nerve Federal Services, Inc. where he was responsible for account management and mergers and acquisitions. Main Nerve Federal Services, Inc. provides cyber-security products and services to the federal government. Mr. Fuller is an accomplished leader and manager with over forty years of experience in public and private companies, large corporations, and start-up ventures with businesses in the commercial and government sectors across various industries, including telecommunications, Internet, software, cyber security, energy management, renewable energy, real estate, and consulting. In 2003 he was a founding shareholder and chief executive officer of Chesapeake Government Technologies, which was acquired by Widepoint Corporation (Amex: WYY) in 2004 where he served as a director. He has also led and been involved in various mergers and acquisitions. Mr. Fuller is a graduate of the United States Military Academy at West Point, New York where he received a Bachelor of Science degree in engineering. He also earned Series 7 and 66 qualifications. | | Mr. Fuller brings significant business, operational, and leadership experience to the Board. His experience with businesses in the areas of networks and network security, as well as knowledge of government contracting and financial operations, has given him strong background from which to lead. |

  19. Director Biographies

    | C. Thomas McMillen | | Mr. McMillen has been a director since October 12, 2022, the date on which the Company's Registration Statement was effective with the SEC in connection with its Public Offering. Mr. McMillen served as a member of the advisory board from February 2022 until October 2022. Since 2015 Mr. McMillen has served as the president and chief executive officer of Lead 1 Association (formerly the DIA Athletic Directors Association), which advocates on behalf of the athletics directors of 134 of the premier college athletic programs. Mr. McMillen has served as a director of Nexstar Media Group since July 2014 and also serves on its nominating and corporate governance committee. He previously served as Timios National Corporation’s (formerly Homeland Security Capital Corporation) chief executive officer and chairman of the board from August 2005 and as its president from July 2011 to February 2014. From May 2013 to May 2016, Mr. McMillen served as an independent director of RCS Capital Corporation. From 1987 through 1993, Mr. McMillen served three consecutive terms in the U.S. House of Representatives representing the 4th Congressional District of Maryland. During his career, Mr. McMillen has been an active investor, principal, and board member in companies in the cellular, paging, healthcare, motorcycle, environmental technology, broadcasting, real estate, and insurance industries. Mr. McMillen is currently a member of the board of regents of the University of Maryland System. Mr. McMillen holds a Bachelor of Science in chemistry from the University of Maryland, a Bachelor of Arts in politics and a Master’s degree in philosophy and economics from Oxford University, where he was a Rhodes Scholar. Mr. McMillen is the author of Out of Bounds, First Edition (Simon & Schuster, January 1, 1992). | | Mr. McMillen brings extensive leadership, business, and finance experience to the Board. His experience as a president and chief executive officer, congressional representative, board member, and nominating and corporate governance committee member to other companies has given him broad understanding and expertise, particularly relating to business, accounting, finance, and corporate governance matters impacting the Company. |

  20. Director Biographies

    | 8 | Castellum, Inc. |

  21. Director Biographies

    | Jay O. Wright | | Mr. Wright was appointed a director, Vice Chair of the Board, General Counsel, Treasurer and Secretary on June 11, 2019 in connection with the acquisition of Bayberry Acquisition Corp. He resigned his position as Treasurer on February 28, 2023 and was appointed as Chief Strategy Officer on March 2023. Since July 1999 Mr. Wright has been the sole owner, director, and President of Bayberry Capital, Inc. and, since March 2020, Bayberry Securities, Inc. Bayberry Capital, Inc. provides consulting and business development services to clients in the government contracting, managed and IT services, cybersecurity, software, manufacturing, distribution, and other industries. Bayberry Securities, Inc. is a broker-dealer and member of the Financial Industry Regulatory Authority. Mr. Wright has significant experience with publicly traded companies, including serving as a chairman and chief executive officer for more than five years with a telecommunications services company and serving as the chief financial officer for a Nasdaq listed wireless communications company for two years. Mr. Wright has served as a director on numerous boards for both profit and not-for-profit companies, which included serving as chairman of the board, as well as chairing finance/investment, audit, and development committees. Previously, Mr. Wright worked as an investment banker with Merrill Lynch in New York and worked as a mergers and acquisitions lawyer with Foley & Lardner in Chicago and Skadden, Arps, Slate, Meagher & Flom LLP in New York. Mr. Wright received his Juris Doctor degree from the University of Chicago Law School and his Bachelor of Science degree in business administration from Georgetown University, summa cum laude, where he has served as an adjunct finance professor for twenty years. Mr. Wright is the co-author of the Sixth and Seventh editions of Finance and Accounting for Nonfinancial Managers, (Perseus Books, 2010; 2015). Mr. Wright is a member of the Illinois state bar and the District of Columbia bar and is Series 7, 24, and Series 66 qualified. Mr. Wright’s significant financial, investment, and other experience allows him to be qualified as a financial expert. | | Mr. Wright brings extensive leadership, business, finance, accounting, and legal experience to the Board. His experience as an attorney, investment banker, chief financial officer, chief executive officer, and board member to other companies has given him broad understanding and expertise, particularly relating to business, accounting, finance, and legal matters impacting the Company. |

  22. Director Biographies

    | PROXY STATEMENT | 9 |

  23. Advisory Board

    Advisory Board In January 2020, the Board established an advisory board of business professionals (the "Advisory Board") who each bring unique knowledge, skills, and perspective which augment the knowledge and skills of the Board in order to guide the organization more effectively. The Advisory Board most recently consisted of six individuals including Trey Blalock, F. Austin Branch, Alan Lynn, James Moran, Craig Nixon, and Chuck Zingler. Prior to serving on the Board, Ms. Frost and Messrs. Campbell, Champoux, and McMillen were each members of the Advisory Board. As consideration for serving on the Advisory Board the Company will issue to each advisor, at his or her election, either (i) 16,000 shares of the Company’s common stock or (ii) 48,000 stock options to purchase common stock of the Company. In the event the advisor elects to receive compensation in the form of stock options, the terms of the stock option agreement shall be consistent with those issued to other consultants under the Company’s 2021 Stock Incentive Plan. During the second quarter of 2023, management evaluated the contributions made by the members of the Advisory Board during the prior twelve month period and their respective knowledge, skills, perspective, and relationships relative to those of the five independent members who joined the Board in the prior fiscal year. After due consideration and given the Company's financial condition, management recommended to the members of the Compensation, Culture, and People Committee that further payments to the Advisory Board be discontinued and that the Advisory Board be disbanded effective as of June 30, 2023. The members of the Compensation, Culture, and People Committee unanimously approved management's recommendation and each Advisory Board member received 8,000 shares of the Company's common stock for services on the Advisory Board from January 1, 2023 through June 30, 2023.

  24. Director Compensation

    Director Compensation Our non-employee directors receive equity and cash compensation for their service as members of our Board. Non-employee directors receive annual cash compensation of $60,000 for service on our Board, and additional annual compensation for service as chair of the Board of Directors and chair of a committee, as follows: •Board of Directors – $15,000; •Audit Committee - $15,000; •Compensation, Culture, and People Committee – $10,000; and •Nominating and Governance Committee – $10,000. Members of the Board received a cash payment for Board and committee chair fees for the first quarter of 2023. In May 2023 the Compensation, Culture, and People Committee recommended to the Board that further cash payments to members of the Board for their service on the Board and as Committee chairs be deferred until further notice, which was unanimously approved by the Board. No additional cash payments were made to the members of the Board during the fiscal year ended December 31, 2023. Each non-employee director receives an annual grant of restricted common stock with a grant date fair value of $60,000, which vests ratably over the twelve months following the date of grant. We reimburse our non-employee directors for their reasonable out-of-pocket costs and travel expenses in connection with their attendance at Board and committee meetings. Directors who are Castellum, Inc. employees receive no compensation for their service as members of our Board.

  25. Director Compensation Table

    Director Compensation Table The following table summarizes the compensation of our non-employee directors who served during the fiscal year ended December 31, 2023. Mark C. Fuller, our President and CEO and Jay O. Wright our General Counsel and Chief Strategy Officer, receive no compensation in connection with their service as directors and, accordingly, they are omitted from this table.

  26. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Mark S. Alarie | $60,000 | $60,000 | — | $120,000 | | John F. Campbell | $70,000 | $60,000 | — | $130,000 | | Bernard S. Champoux | $75,000 | $60,000 | — | $135,000 | | Patricia Frost | $70,000 | $60,000 | — | $130,000 | | C. Thomas McMillen | $75,000 | $60,000 | — | $135,000 |

  27. Director Compensation Table

    (1) Each Board member earned $60,000 annually for their service as a member of the Board, of which $15,000 was paid and $45,000 was accrued at December 31, 2023. Patricia Frost and John F. Campbell each earned $10,000 annually for their service as a chair of the Compensation, Culture, and People Committee and Nominating and Governance Committee, respectively, of which $2,500 was paid and $7,500 was accrued at December 31, 2023. C. Thomas McMillen and Bernard S. Champoux each earned $15,000 annually for their service as a chair of the Audit Committee and the Board, respectively, of which $3,750 was paid and $11,250 was accrued at December 31, 2023. (2) Represents the aggregate grant-date fair value of 50,420 shares of common stock granted to each non-employee director on January 3, 2023, calculated in accordance with ASC Topic 718, which were fully vested at December 31, 2023. The grant-date fair value is based on $1.19 per share, the closing price of our common stock on the grant date. The assumptions used in calculating the grant-date fair value of the awards reported in this column are set forth in Note 11 to our audited consolidated financial statements included in our Annual Report on Form 10-K filed on March 21, 2024.

  28. Director Compensation Table

    | 18 | Castellum, Inc. |

  29. Executive Officers Who Are Not Directors

    Executive Officers Who Are Not Directors

  30. Executive Officers Who Are Not Directors

    | David T. Bell | | David T. Bell, 53, was appointed our Chief Financial Officer on April 25, 2022. Prior to joining the Company, since 2006 Mr. Bell was an audit partner for Deloitte & Touche LLP, (“Deloitte”) most recently working in the greater Washington, D.C. area where he has a proven track record leading service engagements and advising C-suite and boards of public and private companies in aerospace and defense, technology, and other industries. Mr. Bell has extensive knowledge of revenue recognition, leases, derivatives, consolidation, and internal controls. While at Deloitte, in addition to serving as the lead client service partner for many accounts, Mr. Bell served in Deloitte’s national office as an accounting consultation partner and as chief of staff. As a consultation partner, he consulted with engagement teams addressing complex technical accounting issues. In his operational role as chief of staff, Mr. Bell focused on technical and organizational efforts to restructure and refocus the accounting, SEC reporting, and auditing divisions to better serve clients. Mr. Bell graduated with a degree of Bachelor of Business Administration in accounting, summa cum laude, from Harding University, where he also serves on the university’s President’s Council. Mr. Bell is a Certified Public Accountant (“CPA”), licensed in Illinois and Virginia, and a member of the American Institute of CPAs, Illinois CPA Society, and the Virginia Society of CPAs. |

  31. Executive Officers Who Are Not Directors

    | Glen R. Ives | | Glen R. Ives, 68, served as our Chief Growth Officer and the chief executive officer of the Navy/Marine Corps division from February 2021 to February 2022. Mr. Ives currently serves as the chief executive officer of Corvus, the president of government sales and operations and our COO since February 2022. From July 2008 to January 2021, Mr. Ives served as the general vice president, president, and chief executive officer for Sabre Systems, Inc. where he brought together a world class team of technology solutions and services enterprise, providing software and systems engineering solutions for mission critical requirements across the high value domains of Cyber, AI/ML, C5ISR, data science and analytics, cloud technologies, and digital transformation. A graduate of the United States Naval Academy and United States Army War College, he served as a Naval Officer and Naval Aviator deployed throughout the world and across the U.S. prior to joining Sabre Systems, Inc. Mr. Ives holds a Bachelor of Science degree in political science from the United States Naval Academy. |

  32. Executive Officers Who Are Not Directors

    | PROXY STATEMENT | 19 |

  33. Directors and Officers

    Directors and Officers The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 5, 2024 , referred to in the table below as the "Beneficial Ownership Date," by: •each person known by us to be a beneficial owner of 5% or more of the outstanding shares of our common stock; •each of our directors and director nominees; •each of our named executive officers; and •all directors, director nominees, and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or warrants or issuable under convertible securities held by that person that are currently exercisable or exercisable within 60 days of the Beneficial Ownership Date are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. Percentage of beneficial ownership is based on 53,029,915 shares of common stock outstanding as of the Beneficial Ownership Date. Except as otherwise indicated, the address of each of the persons in this table is c/o Castellum, Inc., 1934 Old Gallows Road, Suite 350, Vienna, VA 22182.

  34. Directors and Officers

    | | Shares Beneficially Owned | | Shares Beneficially Owned | | Shares Beneficially Owned | | % of Total Voting Power | | | Common Stock | | Series A Preferred Stock | | Series C Preferred Stock | | | | Name of Beneficial Owner | Number | % | Number | % | Number | % | | | Named Executive Officers and Directors: | | | | | | | | | Mark S. Alarie | 112,920 | * | — | — | — | — | * | | David T. Bell (1) | 1,869,724 | 3.41% | — | — | — | — | 3.34% | | John F. Campbell (2) | 201,537 | * | — | — | — | — | * | | Bernard S. Champoux (3) | 129,537 | * | — | — | — | — | * | | Patricia Frost (4) | 137,920 | * | — | — | — | — | * | | Mark C. Fuller (5) | 9,912,524 | 17.93% | — | — | — | — | 17.59% | | Glen R. Ives (6) | 1,661,277 | 3.05% | — | — | 220,000 | 28.57% | 3.00% | | Emil Kaunitz (7) | 2,062,356 | 3.88% | — | — | 100,000 | 12.98% | 3.81% | | C. Thomas McMillen | 80,987 | * | — | — | — | — | * | | Jay O. Wright (8) | 11,659,578 | 21.09% | — | — | — | — | 20.69% | | Named executive officers and directors as a group (10 persons) | 27,828,360 | 45.55% | — | — | 320,000 | 41.55% | 44.98% | | 5% Stockholders: | | | | | | | | | Jean and Nathalie Ekobo (9) | 6,556,875 | 12.23% | 5,875,000 | 100.00% | — | — | 12.12% | | Armistice Capital Master Fund Ltd. (10) | 6,389,002 | 9.89% | — | — | — | — | 9.74% |

  35. Directors and Officers

    * Less than 1%.

  36. Directors and Officers

    | 20 | Castellum, Inc. |

  37. Directors and Officers

    (1)Shares owned include (i) 14,724 shares of common stock over which Mr. Bell has sole dispositive and voting power, (ii) 500,000 warrants that are exercisable into 500,000 shares of common stock over which Mr. Bell has sole dispositive and voting power, and (iii) 2,160,000 stock options that are exercisable into 2,160,000 shares of common stock, of which 1,355,000 are vested and 805,000 vest over time over which Mr. Bell has sole dispositive and voting power. (2)Shares owned include (i) 126,537 shares of common stock over which Mr. Campbell has sole dispositive and voting power and (ii) 75,000 stock options that are exercisable into 75,000 shares of common stock over which Mr. Campbell has sole dispositive and voting power. (3)Shares owned include (i) 104,537 shares of common stock over which Mr. Champoux has sole dispositive and voting power and (ii) 25,000 stock options that are exercisable into 25,000 shares of common stock over which Mr. Champoux has sole dispositive and voting power. (4)Shares owned include (i) 62,920 shares of common stock over which Ms. Frost has sole dispositive and voting power and (ii) 75,000 stock options that are exercisable into 75,000 shares of common stock over which Ms. Frost has sole dispositive and voting power. (5)Mr. Fuller may be deemed to be the beneficial owner of 9,911,524 shares of common stock, which total is comprised of (i) 7,547,519 shares of common stock held by The Mark Chappelle Fuller Revocable Trust, Mark Fuller, TTEE, of which Mr. Fuller is the trustee and over which he has sole dispositive and voting power, (ii) 50,000 shares of common stock held by Janice Lynn Dudley Revocable Trust, Janice Lynn Dudley, TTEE, of which Ms. Dudley is the trustee and over which Ms. Dudley has sole dispositive and voting power, (iii) 25,000 shares of common stock held by Katherine Fuller over which Ms. Fuller has sole dispositive and voting power, (iv) 25,000 shares of common stock held by Michael Fuller over which Michael Fuller has sole dispositive and voting power, and (v) 2,248,865 warrants that are exercisable into 2,248,865 shares of the Company’s common stock over which Mr. Fuller has sole dispositive and voting power. (6)Shares owned include (i) 187,616 shares of common stock over which Mr. Ives has sole dispositive and voting power, (ii) 220,000 shares of Series C preferred stock which is convertible into 137,500 shares of common stock over which Mr. Ives has sole dispositive and voting power, and (iii) 2,400,000 stock options that are exercisable into 2,400,000 shares of common stock, of which 1,336,161 are vested and 1,063,839 vest over time or subject to meeting certain performance measures over which Mr. Ives has sole dispositive and voting power. (7)Shares owned include (i) 1,999,856 shares of common stock over which Mr. Kaunitz has sole dispositive and voting power and (ii) 100,000 shares of Series C preferred stock which is convertible into 62,500 shares of common stock over which Mr. Kaunitz has sole dispositive and voting power. (8)Shares owned include (i) 9,407,913 shares of common stock over which Mr. Wright has sole dispositive and voting power, (ii) 1,400 shares of common stock owned by Corinne Wright over which Mr. Wright has shared dispositive and voting power, (iii) 1,400 shares of common stock owned by Theodore Wright over which Mr. Wright has shared dispositive and voting power, (iv) and 2,248,865 warrants that are exercisable into 2,248,865 shares of common stock over which Mr. Wright has sole dispositive and voting power. Mr. Wright may be deemed to be the beneficial owner of 11,659,578 shares of the Company's common stock. (9) Mr. and Mrs. Ekobo stock ownership includes a combination of family-related shareholdings made up of the Company’s common stock and Series A preferred stock. The following share ownership reflects the shares of common stock held by each family member: (i) Jean Machetel Ekobo Embessee, 108,261, (ii) Jean Machetel Ekobo Embesse and Nathalie Fournier Ekobo Ttee, 4,555,614, (iii) Nathalie Fournier Ekobo, 669,805, (iv) LePrince Pierre Ekobo, 118,862, (v) Rachel Koum Ekobo, 52,500, (vi) Rachel Embesse Ekobo, 100,000, (vii) Ndedi Ekobo, 50,000, (viii) Jean Fournier, 50,000, (ix) Jean-Michelle Edouard Fornier, 28,000, and (x) Marlyse Fournier, 235,834 . The Fornier Ekobo Revocable Family Trust is the holder of 5,875,000 shares of the Company’s Series A preferred stock which is convertible into 587,500 shares of the Company’s common stock. Mr. and Mrs. Ekobo have shared voting and dispositive power and may be deemed the beneficial owners of 6,556,875 shares of the Company’s common stock. (10)Based upon information provided by Armistice Capital Master Fund Ltd. ("Armistice"), Armistice is the beneficial owner of 4,655,987 shares of common stock, 3,080,013 pre-funded warrants to purchase 3,080,013 shares of common stock, and 8,437,501 warrants to purchase 8,437,501 shares of common stock. Armistice has a limitation on the amount of its beneficial ownership in the securities purchase agreement with the Company pursuant to which Armistice will not exercise its pre-funded warrants or warrants if, following such exercise, Armistice would own more than 9.9% of the Company's issued and outstanding shares of common stock. The securities are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”),and may be deemed to be beneficially owned by: (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. The address of Armistice Capital Master Fund Ltd. is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.

  38. Summary Compensation Table

    Summary Compensation Table The table below sets forth the annual compensation earned by our NEOs for the fiscal years ended December 31, 2023 and 2022.

  39. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Mark C. Fuller CEO | 2023 | 312,171 | — | — | 538,485 | 29,320 | 52,999 | 932,975 | | | 2022 | 304,780 | — | — | 1,432,841 | 64,505 | 59,508 | 1,861,634 | | Jay O. Wright General Counsel, Chief Strategy Officer | 2023 | 309,670 | — | — | 538,485 | 29,320 | 61,890 | 939,365 | | | 2022 | 304,780 | — | — | 1,432,841 | 64,505 | 59,032 | 1,861,157 | | Glen R. Ives Chief Operating Officer | 2023 | 268,750 | — | — | 2,481,035 | 96,667 | 9,833 | 2,856,285 | | | 2022 | 253,434 | — | — | 1,150,743 | 62,500 | 3,333 | 1,470,010 |

  40. Summary Compensation Table

    (1) Amounts shown in "Salary" column reflect the amount of base salary earned by Messrs. Fuller and Wright, pursuant to the terms of their respective employment agreements, and the amount of base salary paid to Mr. Ives pursuant to the terms of his employment agreement. At December 31, 2023, Messrs. Fuller and Wright each had $32,500 in deferred salary. (2) Amounts shown in "Option Awards" column reflect the amount of stock-based compensation related to grants of warrants to Messrs. Fuller and Wright pursuant to the terms of their respective employment agreements and the amount of stock option compensation to Mr. Ives pursuant to the terms of his employment agreement. The amounts reported as stock based compensation for Messrs. Fuller and Wright reflect the grant date fair value of the warrants granted to them in accordance with ASC 718. The amounts reported as stock based compensation for Messrs. Fuller and Wright for each warrant grant is estimated based on the fair market value on the date of grant using the Black-Scholes pricing model. The amounts reported as stock based compensation for Mr. Ives reflects the grant date fair value of the stock options granted to him in accordance with ASC 718. The fair value of each option grant is estimated based on the fair market value on the date of grant using the Black-Scholes pricing model. The assumptions that we used to calculate these amounts are discussed in Note 11 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and incorporated by reference herein. (3) Amounts shown in the “Non-Equity Incentive Plan Compensation” column reflect the amount of cash bonus earned by Messrs. Fuller, Wright, and Ives pursuant to the terms of their respective employment agreements, all of which remained unpaid at December 31, 2023. In 2023, Messrs. Fuller and Wright each earned a cash bonus in an amount equal to 4% of the trailing 12 month EBIDTA for the acquisition of Global Technology and Management Resources, Inc., which equalled $29,320. In 2023, Mr. Ives was eligible to earn a cash bonus pursuant to the terms of his employment agreement to be paid at the discretion of the Board with a target bonus amount of 35% of his base salary based upon the growth and success of the Navy division and the overall performance of Mr. Ives, which equalled $96,667. In 2022, Messrs. Fuller and Wright each received $50,000 upon the Company's common stock trading on the NYSE American and a cash bonus in an amount equal to 4% of the trailing 12 month EBIDTA for the business acquisition with Lexington Solutions Group, LLC. which equalled $14,505. In 2022, Mr. Ives was eligible to earn a cash bonus pursuant to the terms of his employment agreement to be paid at the discretion of the Board with a target bonus amount of 25% of his base salary based upon the growth and success of the Navy division and the overall performance of Mr. Ives, which equalled $62,500 and remained unpaid at December 31, 2023.

  41. Summary Compensation Table

    | 24 | Castellum, Inc. |

  42. Summary Compensation Table

    (4) Messrs. Fuller and Wright participated in a group term life plan and other benefits that are generally available to salaried employees. Messrs. Wright and Ives also participated in the Company's 401(k) plan and received matching company contributions. From January to June 2023, Mr. Fuller received a stipend of $4,000 per month to cover the cost of health insurance premiums, which was reduced to $2,500 in July 2023. Mr. Wright received a stipend of $4,000 per month to cover the cost of health insurance premiums. During 2022 Messrs. Fuller and Wright each received a monthly stipend of $4,000 per month to cover the cost of health insurance premiums. Decisions on the executive compensation program are made by the Compensation, Culture, and People Committee of the Board and, as necessary, approved by the entire Board of Directors. Compensation for the NEOs was determined in 2023 by employment agreements which were entered into prior to the Company's listing on the NYSE American and establishment of the Compensation, Culture, and People Committee by the Board. In March 2024 the members of the Compensation, Culture, and People Committee retained the services of an independent compensation consultant to review, evaluate, and make recommendations concerning the Company's executive compensation structure, including metrics to achieve bonus and performance based equity, as well as reviewing the level of compensation for the members of the Board. It is the intention of management and the Committee that the renewal or extension of these legacy agreements will be aligned with the executive compensation structure being developed by the Company and will be materially different from the existing agreements. The members of the Compensation, Culture, and People Committee is currently reviewing appropriate future compensation arrangements with the Company's officers, including the NEOs, and are working with management to create a comprehensive compensation structure which will permit all executive compensation to be aligned with the Company's existing compensation policies and philosophies, which are designed to align compensation with its business objectives and the creation of stockholder value, while enabling it to attract, motivate, and retain individuals who contribute to its long-term success. Decisions regarding executive compensation reflect a belief that our executive compensation program must be competitive in order to attract and retain highly competent executive officers as well as include a significant element of pay for performance. The Compensation, Culture, and People Committee seeks to implement these compensation policies and philosophies by linking a significant portion of the Company’s executive officers’ cash compensation to the achievement of annual performance objectives and by providing a portion of their compensation as both annual and long-term incentive compensation in the form of equity awards. Further, the Compensation, Culture, and People Committee seeks to tie our executive compensation levels to the compensation practices of our peer companies and the shareholder returns achieved by those peer companies by setting our relative executive compensation percentile levels comparable to the relative shareholder return percentile level achieved by the Company as compared to its peer companies. Compensation for the Company’s executive officers has three primary components: base salary, an annual cash incentive bonus, and long-term equity-based incentive compensation.

  43. Employment Agreements; Potential Payments Upon Termination or Change in Control

    Employment Agreements; Potential Payments Upon Termination or Change in Control On April 1, 2020 we entered into employment agreements with each of Mr. Fuller and Mr. Wright. The employment agreements have a term of four years and provide a base salary of $30,000 per month (the “Executives' Base Salary”). The Executives' Base Salary will increase to $40,000 per month upon the Company achieving an annualized revenue run rate of $75,000,000 or greater. The Executives' Base Salary shall be payable in regular installments in accordance with the Company’s general payroll practices. Additionally, Messrs. Fuller and Wright shall be eligible to earn a performance bonus (the “Executives' Performance Bonus”). The Company shall pay to Messrs. Fuller and Wright a cash bonus equal to the lesser of (i) one percent (1%) of the trailing twelve (12) month revenues of each business acquired by the Company during the term of the employment agreement, or (ii) four percent (4%) of the trailing twelve month earnings before interest, depreciation, and amortization ("EBITDA") of each business acquired by the Company during the term of the employment agreement, provided that, for a bonus to be due, such acquisition must be accretive to the Company on both a revenue per share and EBITDA per share basis. In addition to the cash bonus, Messrs. Fuller and Wright shall be entitled to receive .05 of one warrant to purchase shares of the Company’s common stock for each one dollar ($1) of revenue acquired in any acquisition completed by the

  44. Employment Agreements; Potential Payments Upon Termination or Change in Control

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  45. Employment Agreements; Potential Payments Upon Termination or Change in Control

    Company during the term of the employment agreement. Each warrant shall have a seven (7) year term and shall have an exercise price equal to the price used to value shares of the Company’s common stock issued as part of the purchase price consideration, or in the event shares of common stock are not issued, the trailing thirty (30) day moving average closing price of the Company’s common stock. Messrs. Fuller and Wright earned an additional bonus of (i) $50,000 and 500,000 warrants to purchase the Company’s common stock with an exercise price of $2.00 upon the Company’s common stock trading on the NYSE American, which occurred in 2023, and (ii) $125,000 and 1,250,000 warrants to purchase the Company’s common stock with an exercise price of $2.40 upon the Company joining the Russell 3000 and/or Russell 2000 stock index(ices). The agreements entitle Messrs. Fuller and Wright to receive various employee benefits generally made available to other officers and senior executives of the Company. If Messrs. Fuller and Wright terminate their employment with the Company without good reason or their employment is terminated (i) as a result of their death, (ii) by the Company after a determination of a disability, or (iii) by the Company for cause, the Company will pay or provide Messrs. Fuller and Wright (a) those benefits as required by law, (b) for any earned but unpaid Base Salary, (c) for the reimbursement of unreimbursed business expenses, and (d) for the payment of unpaid Performance Bonus for any fiscal year ended prior to the termination date. In addition, if Messrs. Fuller’s or Wright's employment is terminated by the Company without cause or by him for good reason, then Messrs. Fuller and Wright shall be entitled to receive the Executives' Base Salary for a period equal to the earlier of (x) twelve (12) months following the termination date and (y) the date on which the employment period would have expired had the employment period not been terminated earlier by the Company without cause or by Messrs. Fuller or Wright without good reason (the “Executives' Severance Payments”). In order to qualify for the Executives' Severance Payments the executive must execute and not revoke a mutual release agreement in a form reasonably acceptable to the Company. The employment agreements contain customary confidentiality restrictions, non-competition covenants, non-disparagement covenants, and non-solicitation covenants with respect to our employees, consultants, and customers. In the second quarter of 2023, Messrs. Fuller and Wright agreed to defer a portion of their respective salary and the full amount of the bonus earned under the terms of their respective employment agreements until such time as the Company's cash flow improved. At December 31, 2023, Messrs. Fuller and Wright each had $32,500 in deferred salary and $29,320 in deferred bonus. On March 13, 2024, the Company entered into an agreement to extend the term of the agreements with Messrs. Fuller and Wright until June 30, 2024 to permit the Compensation, Culture, and People Committee additional time to retain an independent compensation consultant to review, evaluate, and make recommendations concerning the Company's executive compensation structure, including metrics to achieve bonus and performance based equity. On July 1, 2021 we entered into an employment agreement with Glen Ives to serve as our Chief Growth Officer and Navy division chief executive officer. The employment agreement has a term of four years. The agreement provides for an annual base salary of $300,000 (the “Ives Base Salary”). The Ives Base Salary will increase as follows: (i) $30,000 per month upon the Navy division reaching an annualized revenue run rate of $60,000,000 or greater and EBITDA margin of no less than 8.5%; and (ii) $40,000 per month upon the Navy division reaching an annualized revenue run rate of $100,000,000 or greater and EBITDA margin of no less than 9.0%. The Ives Base Salary shall be payable in regular installments in accordance with the Company’s general payroll practices. In addition, Mr. Ives shall be eligible to earn a bonus (the “Ives Performance Bonus”) at the discretion of the Board of the Company with a target bonus amount for each year of the agreement, as follows: (a) year one, 25% of the Ives Base Salary, (b) year two, 35% of the Ives Base Salary, (c) year three, 50% of the Ives Base Salary, and (d) year four, 100% of the Ives Base Salary. The Board shall consider the growth and success of the Navy division and the overall performance of Mr. Ives as the two key factors in evaluating the appropriate amount of the Ives Performance Bonus. The Board may make an additional bonus, outside of the targeted amount, in its sole discretion. As an additional incentive for entering into the employment agreement, Mr. Ives was granted 1,500,000 stock options to purchase the Company’s common stock at an exercise price of $1.60 per share. The price amount is subject to adjustment in the event of a forward or reverse stock split, stock dividend, or other similar mechanism. The stock options shall vest as follows: (i) 750,000 shall vest ratably over the first 48 months of employment with the Company, and (ii) 750,000

  46. Employment Agreements; Potential Payments Upon Termination or Change in Control

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  47. Employment Agreements; Potential Payments Upon Termination or Change in Control

    shall vest based upon performance. For the performance-based options, (a) 250,000 shall vest upon the closing of the acquisition of Specialty Services, Inc. (which occurred in 2022), (b) 250,000 shall vest upon the Navy division achieving $25 million in revenue and $2.5 million in EBIDTA in any 12 month period (which occurred in 2023), and (c) 250,000 shall vest upon the Company achieving $100 million in revenue run rate based on quarterly performance. All unvested time-based options shall vest upon the sale of control of the Company. Unvested performance-based options shall not vest upon the sale of control of the Company unless the sale results in a price to stockholders of at least $8.00 per share. If Mr. Ives terminates his employment with the Company or his employment is terminated (i) as a result of his death, (ii) by the Company after a determination of a disability, or (iii) by the Company for cause, the Company will pay or provide Mr. Ives (a) those benefits as required by law, (b) for any earned but unpaid Ives Base Salary, (c) for the reimbursement of unreimbursed business expenses, and (d) for the payment of unpaid Ives Performance Bonus for any fiscal year ended prior to the termination date. In addition, if Mr. Ives’ employment is terminated by the Company without cause or by him for good reason, then Mr. Ives shall be entitled to receive the Ives Base Salary for a period equal to the earlier of (x) twelve (12) months following the termination date and (y) the date on which the employment period would have expired had the employment period not been terminated earlier by the Company without cause (the “Ives Severance Payments”). In order to qualify for the Ives Severance Payments Mr. Ives must execute a mutual release agreement in a form reasonably acceptable to the Company. The employment agreement contains customary confidentiality restrictions, non-competition covenants, and non-solicitation covenants with respect to our employees, consultants, and customers. In the second quarter of 2023, Mr. Ives agreed to defer the payment of the bonus earned under the terms of his employment agreement. At December 31, 2023, Mr. Ives had $159,167 in deferred bonus.

  48. Employment Agreements; Potential Payments Upon Termination or Change in Control

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  49. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The table below sets forth the outstanding equity awards held by the NEOs as of December 31, 2023.

  50. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | Name | Option/Stock Award Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Mark C. Fuller | 03/22/2023 | 532,931 | — | $1.04 | 03/21/2030 | — | — | | Mark C. Fuller | 05/02/2022 | 180,509 | — | $3.80 | 05/01/2029 | — | — | | Mark C. Fuller | 10/17/2022 | 500,000 | — | $2.00 | 10/16/2029 | — | — | | Mark C. Fuller | 01/20/2021 | 65,000 | — | $1.60 | 01/19/2028 | — | — | | Mark C. Fuller | 08/05/2021 | 160,000 | — | $3.40 | 08/04/2028 | — | — | | Mark C. Fuller | 08/12/2021 | 725,425 | — | $2.00 | 08/11/2028 | — | — | | Mark C. Fuller | 11/16/2021 | 85,000 | — | $4.00 | 11/15/2028 | — | — | | Jay O. Wright | 03/22/2023 | 532,931 | — | $1.04 | 03/21/2030 | — | — | | Jay O. Wright | 05/02/2022 | 180,509 | — | $3.80 | 05/01/2029 | — | — | | Jay O. Wright | 10/17/2022 | 500,000 | — | $2.00 | 10/16/2029 | — | — | | Jay O. Wright | 01/20/2021 | 65,000 | — | $1.60 | 01/19/2028 | — | — | | Jay O. Wright | 08/05/2021 | 160,000 | — | $3.40 | 08/04/2028 | — | — | | Jay O. Wright | 08/12/2021 | 725,425 | — | $2.00 | 08/11/2028 | — | — | | Jay O. Wright | 11/16/2021 | 85,000 | — | $4.00 | 11/15/2028 | — | — | | Glen R. Ives(2) | 04/01/2023 | 75,000 | 325,000 | $1.38 | 03/31/2030 | — | — | | Glen R. Ives(3) | 01/01/2022 | 142,857 | 357,143 | $3.40 | 12/31/2028 | — | — | | Glen R. Ives(4) | 07/01/2021 | 968,750 | 531,250 | $1.60 | 06/30/2028 | — | — |

  51. Outstanding Equity Awards at Fiscal Year-End

    (1) Includes warrants granted to Messrs. Fuller and Wright pursuant to the terms of their respective employment agreements. (2) The stock options granted to Mr. Ives pursuant to the terms of his employment agreement vest 8,333 per month. (3) Includes 250,000 stock options granted to Mr. Ives pursuant to the terms of his employment agreement which vest 10,417 per month and 250,000 stock options which are subject to meeting performance measures. (4) Includes 750,000 stock options granted to Mr. Ives pursuant to the terms of his employment agreement which vest 15,625 per month and 750,000 stock options which are subject to meeting performance measures.

  52. Outstanding Equity Awards at Fiscal Year-End

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  53. Indemnification Agreements with our Directors and Officers

    Indemnification Agreements with our Directors and Officers We have entered into indemnification agreements with each of our directors and executive officers pursuant to which we have agreed to indemnify such individuals against certain liabilities arising out of service as a director or officer of the Company and its subsidiaries. The indemnification agreements provide our directors and executive officers with contractual rights to the indemnification and expense advancement rights provided under our Amended and Restated Bylaws, as well as contractual rights to additional indemnification as provided in the indemnification agreements.

  54. Indemnification Agreements with our Directors and Officers

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  55. How do I recommend a director nominee?

    How do I recommend a director nominee? Stockholders interested in nominating an individual for election as director at the 2025 Annual Meeting of Stockholders may do so by sending their written nomination to: Castellum, Inc., 1934 Old Gallows Road, Suite 350, Vienna, VA 22182. Attention: Corporate Secretary, on or after February 28, 2025 , but no later than March 30, 2025. In the event that the date of our annual meeting of stockholders is changed by more than 30 days from the date contemplated in this year’s proxy statement, stockholder nominations must be delivered not earlier than the 90th day prior the annual meeting and not later than the close of business on the later of the 60th day prior to the anniversary of the annual meeting or the 10th day following the day on which public announcement of the date of the annual meeting is first made. As detailed in our Amended and Restated Bylaws, for a nomination to be properly brought before an annual meeting, your notice of nomination must include all the information required by our Amended and Restated Bylaws and any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act. At the request of the Board, any person nominated by a stockholder for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in the stockholder's notice of nomination which pertains to the nominee. In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company's nominees must provide notice that sets for the information required by Rule 14a-19 under the Exchange Act no later than March 30, 2025. However, if the 2025 annual meeting of stockholders is held more than 30 days before or after the anniversary of the 2024 annual meeting of stockholders, then such notice and the information required thereunder must be received by the later of 60 days prior to the date of the 2025 annual meeting of stockholders or the 10th day following the day on which we first publicly announce the date of the 2025 annual meeting of stockholders.

  56. How do I recommend a director nominee?

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