DEF 14A of Castellum, Inc.
Filed Apr 11, 2025 · FY20240001877939-25-000037
Table of Contents
| Executive Compensation | | | Summary Compensation Table | 26 | | Employment Agreements; Potential Payments upon Termination or Change in Control | 27 | | Outstanding Equity Awards at Fiscal Year-End | 31 | | Equity Compensation Plan Information | 32 | | Certain Relationships and Related-Party and Other Transactions | | | Indemnification Agreements with our Directors and Officers | 33 | | Audit Committee Report | 34 | | Compensation, Culture, and People Committee Report | 35 | | Nominating and Governance Committee Report | 36 | | Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm | | | Pre-Approval Policies and Procedures | 37 | | Proposal No. 3 - Approve an Amendment to the Castellum, Inc. Amended 2021 Stock Incentive Plan | | | Proposal Summary | 38 | | Reasons for the Amendment | 38 | | Effects of the Amendment | 39 | | Material Terms of the Plan | 39 |
Proposal 1: Election of Directors
Proposal 1: Election of Directors The Board recommends a vote FOR each director nominee.
Proposal 1: Election of Directors
| | | | | Committee Memberships | | | | Name and Principal Occupation | Independent | Age | Director Since | AC | CC | NGC | | Mark S. Alarie Angel Investor | Yes | 61 | 2022 | • | • | • | | John F. Campbell President, John F. Campbell & Associates | Yes | 67 | 2022 | • | • | • | | Bernard S. Champoux Senior Vice President, CEO, Head of Government Relations, Hanwha Defense USA | Yes | 70 | 2022 | • | • | • | | Glen R. Ives President and Chief Executive Officer, Castellum, Inc. | No | 69 | New Director Nominee | | | | | C. Thomas McMillen Partner, Moran Global Strategies | Yes | 72 | 2022 | • | | • | | Jay O. Wright Vice Chair of the Board, General Counsel, Executive Vice-President - Strategy, Secretary - Castellum, Inc. | No | 55 | 2019 | | | |
Proposal 1: Election of Directors
Key to Committees:
Proposal 1: Election of Directors
| AC | Audit Committee | CC | Compensation, Culture, and People Committee | NGC | Nominating and Governance Committee |
Proposal 1: Election of Directors
| 4 | Castellum, Inc. |
Proposal No. 1 Election of Directors
Proposal No. 1 Election of Directors Our Amended and Restated 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 six members. On March 7, 2025, the Nominating and Governance Committee recommended to the Company's Board that Messrs. Alarie, Campbell, Champoux, McMillen, and Wright stand for re-election and that Mr. Ives be presented as a new director nominee. The Board unanimously approved the recommendation of the Nominating and Governance Committee. There are six nominees for election to the Board at the 2025 Annual Meeting of Stockholders ("Annual Meeting") to serve until the next Annual Meeting and until their successors are duly elected and qualified. All of the nominees, except Mr. Ives, currently serve as directors of the Company. Proxies may not be voted with respect to more than six individuals in the election of directors at the 2025 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 2025 Annual Meeting. The table below sets forth information with respect to our directors and director nominee as of March 21, 2025 :
Proposal No. 1 Election of Directors
| Name | Age | Positions with the Company | | Mark S. Alarie | 61 | Director | | John F. Campbell | 67 | Director | | Bernard S. Champoux | 70 | Director, Chair | | Glen R. Ives | 69 | New Director Nominee, President, Chief Executive Officer | | C. Thomas McMillen | 72 | Director | | Jay O. Wright | 55 | Director, Vice Chair, General Counsel, Executive Vice-President Strategy, Secretary |
Proposal No. 1 Election of Directors
Biographical information for each director is contained in the following section.
Proposal No. 1 Election of Directors
| PROXY STATEMENT | 5 |
Director and Director Nominee Biographies
Director and Director Nominee Biographies The following is a brief biographical summary of the experience of our directors and director nominee:
Director and Director Nominee Biographies
| Mark S. Alarie | | Mr. Alarie has been a director since October 12, 2022, the date on which the Company's registration statement on Form S-1 ("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. |
Director and Director Nominee 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 October 2022. Mr. Campbell founded John F. Campbell & Associates in May 2016 and has served as its 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 on the advisory board for AM General, the manufacturer of the Humvee and the JLTV. 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, government, and corporate governance matters impacting the Company. |
Director and Director Nominee Biographies
| 6 | Castellum, Inc. |
Director and Director Nominee 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. |
Director and Director Nominee Biographies
| Glen R. Ives | | Glen R. Ives, 69, has served as our Chief Executive Officer and President since July 1, 2024, and previously served as our Chief Operating Officer since February 2022 during which time he also served as the chief executive officer and president of government sales and operations of Corvus Consulting, Inc., a subsidiary of the Company. Prior to that time, Mr. Ives served as the Chief Growth Officer and the chief executive officer of the Navy/Marine Corps division from February 2021 to 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 (flying over 3,800 flight hours) 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. | | Mr. Ives brings extensive leadership, business, and operations experience to the Board. His experience as a chief executive officer, and his service in the U.S. Navy has given him broad understanding and expertise, particularly relating to business, operations, finance, accounting, and other matters impacting the Company. |
Director and Director Nominee Biographies
| PROXY STATEMENT | 7 |
Director and Director Nominee 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. From September 2015 through September 2024, Mr. McMillen served as the president and chief executive officer of Lead 1 Association (formerly the DIA Athletic Directors Association), which advocated on behalf of the athletics directors of 134 of the premier college athletic programs. Mr. McMillen is currently a partner with Moran Global Strategies, a government relations firm. Mr. McMillen has served as a director of Nexstar Media Group since July 2014 and also serves on its nominating and corporate governance committee. Since January 2025, he has also served as a director of ScanTech AI Systems, Inc. and serves on its audit and nominating committees. 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 where he received a Bachelor of Science. Mr. McMillen also holds a Bachelor and a Master of Arts in politics, 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. |
Director and Director Nominee Biographies
| 8 | Castellum, Inc. |
Director and Director Nominee Biographies
| Jay O. Wright | | Mr. Wright was appointed a director, Vice Chair of the Board, General Counsel, Treasurer and Secretary on June 11, 2019. He resigned his position as Treasurer on February 28, 2023, was appointed as Chief Strategy Officer in March 2023 and Executive Vice-President Strategy in July 2024. 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-one 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. |
Biographies of Directors Who Served in 2024
Biographies of Directors Who Served in 2024
Biographies of Directors Who Served in 2024
| Patricia Frost | | Ms. Frost, 59, was 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, until her resignation on June 10, 2024. 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. |
Biographies of Directors Who Served in 2024
| PROXY STATEMENT | 9 |
Biographies of Directors Who Served in 2024
| Mark C. Fuller | | Mr. Fuller, 69, was appointed a director on June 11, 2019. He served as Chair of the Board, Chief Executive Officer, and President of the Company from June 11, 2019 until June 30, 2024. 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. |
Director Compensation
Director Compensation Our non-employee directors receive equity and cash compensation for their service as members of our Board. For the period January 1, 2024 through June 30, 2024, non-employee directors earned annual cash compensation of $60,000 for service on our Board, which was reduced to $30,000 effective July 1, 2024. The additional annual cash compensation for service as chair of the Board and chair of a committee, are as follows: •Board – $15,000; •Audit Committee - $15,000; •Compensation, Culture, and People Committee – $10,000; and •Nominating and Governance Committee – $10,000. 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. During 2024 cash payments totaling $74,501 were made to members of the Board and there was an aggregate of $515,221 in deferred Board and committee chair fees accrued at December 31, 2024. For the period January 1, 2024 through June 30, 2024 each non-employee director was entitled to receive a pro-rata portion of an annual grant of restricted common stock with a grant date fair value of $60,000, which vests ratably over the twelve months following the date of grant, which have not yet been issued. For the period July 1, 2024 through June 30, 2025 each non-employee director received 125,000 stock options to purchase 125,000 shares of common stock, with an exercise price equal to the closing stock trading price on the date of grant, which vests ratably over the twelve months following the date of grant and have a seven year term. We reimburse our non-employee directors for their reasonable out-of-pocket costs and travel expenses in connection with their attendance at Board and committee meetings. Directors who are current or former Castellum, Inc. employees receive no compensation for their service as members of our Board.
Director Compensation
| PROXY STATEMENT | 19 |
Director Compensation Table
Director Compensation Table The following table summarizes the compensation of our non-employee directors who served during the fiscal year ended December 31, 2024. Mark C. Fuller, the Company's former President and CEO and Jay O. Wright our General Counsel and Executive Vice-President Strategy, received no compensation in connection with their service as directors, and, accordingly, they are omitted from this table.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) (1) | | Stock Awards ($)(2) | | All Other Compensation ($) | Total ($) | | Mark S. Alarie(3) | | 53,118 | | 74,581 | — | $127,699 | | John F. Campbell(4) | | 55,000 | | 74,581 | — | $129,581 | | Bernard S. Champoux(5) | | 60,000 | | 74,581 | — | $134,581 | | Patricia Frost(6) | | 26,882 | | 26,671 | — | $53,553 | | C. Thomas McMillen(7) | | 60,000 | | 74,581 | — | $134,581 |
Director Compensation Table
(1) For the period January 1, 2024 - June 30, 2024 each member earned $60,000 annually for their service as a member of the Board, which was reduced to $30,000 annually effective July 1, 2025. Mark S. Alarie and Patricia Frost each earned a pro-rata portion of $10,000 for their respective service as a chair of the Compensation, Culture, and People Committee. John F. Campbell earned $10,000 annually for his service as a chair of the Nominating and Governance Committee. 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. (2) Represents the aggregate grant-date fair value of 206,186 shares of common stock earned by four non-employee directors on January 1, 2024, and 90,948 shares of common stock earned by one non-employee director, calculated in accordance with ASC Topic 718, which have not been issued as of December 31, 2024. The grant-date fair value is based on $0.29 per share, the closing price of our common stock on January 1, 2024. In addition, there were 250,000 stock options granted to four non-employee directors on July 1, 2024, calculated in accordance with ASC Topic 718, with an exercise price of $0.212 per share, the closing price of our common stock on the date of grant. 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 11, 2025. (3) Mr. Alarie served as the Chair of the Compensation, Culture, and People Committee effective March 8, 2024. Mr. Alarie received cash payments of $15,143 during the fiscal year and $97,975 was accrued at December 31, 2024 representing amounts owed from fiscal years 2023 and 2024. (4) Mr. Campbell received cash payments of $16,000 during the fiscal year and $106,500 was accrued at December 31, 2024 representing amounts owed from fiscal years 2023 and 2024. (5) Mr. Champoux received cash payments of $17,679 during the fiscal year and $113,571 was accrued at December 31, 2024 representing amounts owed from fiscal years 2023 and 2024. (6) For personal reasons, Ms. Frost resigned from her positions as Chair of the Compensation, Culture, and People Committee effective March 8, 2024 and from the Board effective June 10, 2024. Ms. Frost received cash payments of $8,000 during the fiscal year and $81,380 was accrued at December 31, 2024 representing amounts owed from fiscal years 2023 and 2024. (7) Mr. McMillen received cash payments of $17,679 during the fiscal year and $113,571 was accrued at December 31, 2024 representing amounts owed from fiscal years 2023 and 2024.
Director Compensation Table
| 20 | Castellum, Inc. |
Executive Officers Who Are Not Directors
Executive Officers Who Are Not Directors
Executive Officers Who Are Not Directors
| David T. Bell | | David T. Bell, 54, was appointed our Chief Financial Officer ("CFO") 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. |
Executive Officers Who Are Not Directors
| Andrew Merriman | | Andrew Merriman, 44, currently serves as our Chief Operating Officer ("COO") since his appointment effective September 1, 2024. Prior to that time, Mr. Merriman served as the Deputy Chief Operating Officer and Vice-President of Technology and Deployment of the Company since August 2021. Before joining the Company, Mr. Merriman was the founder and chief executive officer of Merrison Technologies, LLC ("Merrison") for eight years, which was acquired by the Company in August 2021. During his tenure at Merrison he built a strong business focused on the federal civilian market with subject matter expertise in eGov travel, data analytics, systems integration, and systems administration. Mr. Merriman worked at Northrop Grumman from 2003 to 2013, holding various positions including software development manager and technical director during which time he managed development, operations, testing and engineering teams. Mr. Merriman graduated with a Bachelor of Business Administration in information systems from Radford University and is a cybersecurity maturity model certification ("CMMC") certified professional accredited by The Cyber AB. |
Executive Officers Who Are Not Directors
| PROXY STATEMENT | 21 |
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 March 21, 2025, 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 84,891,874 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.
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(1) | 321,253 | * | — | — | — | — | * | | David T. Bell (2) | 2,502,224 | 2.86% | — | — | — | — | 2.85% | | John F. Campbell (3) | 409,870 | * | — | — | — | — | * | | Bernard S. Champoux (4) | 337,870 | * | — | — | — | — | * | | Mark C. Fuller (5) | 9,362,524 | 10.74% | — | — | — | — | 10.71% | | Glen R. Ives (6) | 2,656,961 | 3.04% | — | — | 220,000 | 38.60% | 3.04% | | C. Thomas McMillen(7) | 295,182 | * | — | — | — | — | * | | Andrew Merriman (8) | 762,250 | * | — | — | — | — | * | | Jay O. Wright (9) | 11,772,538 | 13.51% | — | — | — | — | 13.46% | | Named executive officers and directors as a group (9 persons) | 28,420,673 | 29.79% | — | — | 220,000 | 38.60% | 29.74% | | 5% Stockholders: | | | | | | | | | Jean and Nathalie Ekobo(10) | 5,769,375 | 7.44% | 5,875,000 | 100.00% | — | — | 7.41% |
Directors and Officers
* Less than 1%.
Directors and Officers
| 22 | Castellum, Inc. |
Directors and Officers
(1)Shares owned include (i) 112,920 shares of common stock over which Mr. Alarie has sole dispositive and voting power and (ii) 250,000 stock options that are exercisable into 250,000 shares of common stock, of which 208,333 are vested and 41,667 vest over time over which Mr. Alarie has sole dispositive and voting power. (2)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 1,987,500 are vested and 172,000 vest over time over which Mr. Bell has sole dispositive and voting power. (3)Shares owned include (i) 126,537 shares of common stock over which Mr. Campbell has sole dispositive and voting power and (ii) 325,000 stock options that are exercisable into 325,000 shares of common stock, of which 283,333 are vested and 41,667 vest over time over which Mr. Campbell has sole dispositive and voting power. (4)Shares owned include (i) 104,537 shares of common stock over which Mr. Champoux has sole dispositive and voting power and (ii) 275,000 stock options that are exercisable into 275,000 shares of common stock, of which 233,333 are vested and 41,667 vest over time over which Mr. Champoux has sole dispositive and voting power. (5)Mr. Fuller may be deemed to be the beneficial owner of 9,362,524 shares of common stock, which total is comprised of (i) 7,047,519 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) 16,140 shares of common stock held by Mark C. Fuller, 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) 3,650,000 stock options that are exercisable into 3,650,000 shares of common stock, of which 2,331,845 are vested and 1,318,155 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) 191,015 shares of common stock over which Mr. McMillen has sole dispositive and voting power and (ii) 125,000 stock options that are exercisable into 125,000 shares of common stock, of which 104,167 are vested and 20,833 vest over time over which Mr. McMillen has sole dispositive and voting power. (8)Shares owned include (i) 531,000 shares of common stock over which Mr. Merriman has sole dispositive and voting power and (ii) 575,000 stock options that are exercisable into 575,000 shares of common, of which 231,250 are vested and 343,750 vest over time or subject to meeting certain performance measures over which Mr. Merriman has sole dispositive and voting power. (9)Shares owned include (i) 9,523,673 shares of common stock over which Mr. Wright has sole dispositive and voting power and (ii) 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 11,772,538 shares of the Company's common stock. (10)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, 100,499, (ii) Jean Machetel Ekobo Embesse and Nathalie Fournier Ekobo Ttee, 4,355,614, (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, (x) Marlyse Fournier, 235,834, (xi) Rachelle Embesse Okobo, 100,000 and (xii) Jean Machetel Ekobo Embesse and Nathalie Fournier Ekobo, 8,261. 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 6,356,875 shares of the Company’s common stock.
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, 2024 and 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Glen R. Ives(4) CEO | 2024 | 287,500 | — | — | 1,332,954 | 137,500 | 17,085 | 1,775,039 | | | 2023 | 268,750 | — | — | 2,481,035 | 96,667 | 9,833 | 2,856,285 | | David T. Bell CFO | 2024 | 287,500 | — | — | 2,222,514 | 143,750 | 30,191 | 2,653,764 | | | 2023 | 284,375 | — | — | 2,197,848 | 130,208 | 28,000 | 2,640,431 | | Andrew Merriman(5) COO | 2024 | 239,800 | — | — | 76,068 | 80,000 | 30,938 | 426,806 | | | 2023 | 221,467 | — | — | 101,659 | 80,000 | 28,000 | 431,126 |
Summary Compensation Table
(1) Amounts shown in "Option Awards" column reflect the amount of stock-based compensation related to grants of warrants to Mr. Bell pursuant to the terms of his employment agreement and the amount of stock option compensation to Messrs. Ives, Bell, and Merriman pursuant to the terms of their respective employment agreements. The amounts reported as stock based compensation for Mr. Bell reflect the grant date fair value of the warrants granted to him in accordance with ASC 718. The amounts reported as stock based compensation for Mr. Bell 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 Messrs. Ives, Bell, and Merriman reflects the grant date fair value of the stock options granted to them 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, 2024, and incorporated by reference herein. (2) Amounts shown in the “Non-Equity Incentive Plan Compensation” column reflect the amount of cash bonus earned by Messrs. Ives, Bell, and Merriman pursuant to the terms of their respective employment agreements. In 2024, 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 $137,500. In 2024, Mr. Bell 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 50% of his base salary based upon the achievement of certain performance measures, including ensuring the timely filing of the Company's periodic reports with the Securities and Exchange Commission, on-time filings and payment of all of the Company's federal, state, and local tax obligations, and preparation of the Company's annual consolidated budget, which equalled $143,750. In 2024, Mr. Merriman was eligible to earn an annual cash bonus equal to $80,000 if and only if the Company's subsidiary maintained a annualized net income of $500,000. 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 2023, Mr. Bell 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 50% of his base salary based upon the achievement of certain performance measures, including ensuring the timely filing of the Company's periodic reports with the Securities and Exchange Commission, on-time filings and payment of all of the Company's federal, state, and local tax obligations, and preparation of the Company's
Summary Compensation Table
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Summary Compensation Table
annual consolidated budget, which equalled $130,208. In 2024, Mr. Merriman was eligible to earn an annual cash bonus equal to $80,000 if and only if the Company's subsidiary maintained a annualized net income of $500,000. (3) Messrs. Ives, Bell, and Merriman participated in a group term life plan and other benefits that are generally available to salaried employees and also participated in the Company's 401(k) plan and received matching company contributions. (4) Mr. Ives was appointed CEO of the Company effective July 1, 2024. Prior to that time he served as the Company's COO. (5) Mr. Merriman was appointed COO of the Company effective September 1, 2024. Prior to that time he served as the Company's Deputy Chief Operating Officer and Vice-President of Technology and Deployment of the Company, as well as President of a former subsidiary of the Company. 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. 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. After reviewing these recommendations and in consideration of the financial condition of the Company, effective July 1, 2024 the Company reduced the cash compensation to its non-employee directors for service on its Board and entered into two new employment agreements, one of which was with the Company's CEO who is a named NEO. The new employment agreement contains a base salary, an annual cash incentive bonus, and equity-based incentive compensation. There remains one legacy agreement with the Company's CFO the term of which expires on April 30, 2025, and the provisions of which have not been renewed by the Company. It is the intention of management and the Committee that any new agreement for the CFO will be aligned with the executive compensation structure being developed by the Company and will be materially different from the existing agreement. The members of the Compensation, Culture, and People Committee are 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.
Employment Agreements; Potential Payments Upon Termination or Change in Control
Employment Agreements; Potential Payments Upon Termination or Change in Control Effective July 1, 2024 we entered into a new employment agreement with Mr. Ives (the "Ives Employment Agreement") which replaced the terms and conditions set forth in a prior agreement dated July 1, 2021 pursuant to which he served as the Company's COO (the "Ives Prior Agreement"). The Ives Employment Agreement has a one year term (the "Initial Employment Term") and provides a base salary of $300,000 per year (the “Ives Base Salary”). The Initial Employment
Employment Agreements; Potential Payments Upon Termination or Change in Control
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Employment Agreements; Potential Payments Upon Termination or Change in Control
Term may be renewed for successive one year periods by mutual agreement of the parties. On April 3, 2025 the parties agreed to extend the term of the Ives Employment Agreement for a period of one year. The Ives Base Salary shall be payable in regular installments in accordance with the Company’s general payroll practices. Mr. Ives shall additionally be eligible to earn a maximum annual cash incentive and discretionary bonus equal to one hundred percent (100%) of the Ives Base Salary (the "Ives Performance Bonus"), fifty percent (50%) of which is based upon the Company achieving certain performance measure thresholds (the "Ives Incentive Bonus") and fifty percent (50%) of which is at the sole discretion of the Compensation, Culture, and People Committee (the "Ives Discretionary Bonus"). The Company did not achieve the performance measure thresholds at December 31, 2024 for the Ives Incentive Bonus to be earned. As additional consideration for entering into the Ives Employment Agreement, Mr. Ives was awarded an incentive stock option to purchase 750,000 shares of the Company's common stock at a per share exercise price equal to the closing price of the Company's common stock on the date of grant. The stock options began vesting on the grant date, have a seven year term, and will vest on a quarterly basis ratably over the Initial Employment Term. If Mr. Ives terminates his employment with the Company without good reason or their 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 he 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 or by Mr. Ives (the “Ives Severance Payments”). In order to qualify for the Ives 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. Further, the Company acknowledged that it owed Mr. Ives the sum of $236,895 for accrued but unpaid bonuses as of June 30, 2024 of which none remain accrued and unpaid at December 31, 2024. On July 1, 2021 we entered into the Ives Prior Agreement pursuant to which Mr. Ives served as our COO, Chief Growth Officer and Navy division chief executive officer. The Ives Prior Agreement had a term of four years and was replaced by the Ives Employment Agreement. The Ives Prior Agreement provided for an annual base salary of $300,000 (the “Ives Prior Base Salary”). The Ives Prior Base Salary increased 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 Prior Base Salary was payable in regular installments in accordance with the Company’s general payroll practices. In addition, under the Ives Prior Agreement, Mr. Ives was eligible to earn a bonus (the “Ives Prior 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 Prior Base Salary, (b) year two, 35% of the Ives Prior Base Salary, (c) year three, 50% of the Ives Prior Base Salary, and (d) year four, 100% of the Ives Prior Base Salary. The Board considered 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 Prior Performance Bonus. As an additional incentive for entering into the Ives Prior 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 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 (which has not occurred). All unvested time-based options shall vest upon the sale of control of the Company. Unvested performance-
Employment Agreements; Potential Payments Upon Termination or Change in Control
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Employment Agreements; Potential Payments Upon Termination or Change in Control
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. Pursuant to the terms of the Ives Prior Agreement, if Mr. Ives terminated his employment with the Company or his employment was 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 would have paid or provided Mr. Ives (a) those benefits as required by law, (b) for any earned but unpaid Ives Prior Base Salary, (c) for the reimbursement of unreimbursed business expenses, and (d) for the payment of unpaid Ives Prior Performance Bonus for any fiscal year ended prior to the termination date. In addition, if Mr. Ives’ employment was terminated by the Company without cause or by him for good reason, then Mr. Ives would have been 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 Prior Agreement Severance Payments”). The employment agreement contained 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 the Ives Prior Agreement. There were no deferred bonus owed to Mr. Ives at December 31, 2024. On April 25, 2022 we entered into an employment agreement with David T. Bell to serve as our CFO (the "Bell Employment Agreement"). The Bell Employment Agreement expires on April 30, 2025 and automatically renews for successive one-year periods, unless terminated by the Company or Mr. Bell, with ninety (90) days advance notice of its intent not to renew. The Company provided Mr. Bell with notice that it did not intend to renew the Bell Employment Agreement upon its existing terms. The Bell Employment Agreement provides for an annual base salary of $287,500 (the “Bell Base Salary”). The Bell Base Salary will increase as follows: (i) $25,000 per month upon the Company achieving an annualized revenue run rate of $60,000,000 or greater; (ii) $35,000 per month upon the Company achieving an annualized revenue run rate of $75,000,000 or greater; (iii) $40,000 per month upon the Company reaching an annualized revenue run rate of $150,000,000 or greater and adjusted EBITDA margin of no less than 7%; and (iv) $45,000 per month upon the Company reaching an annualized revenue run rate of $300,000,000 or greater and adjusted EBITDA margin of no less than 8%. The Bell Base Salary shall be payable in regular installments in accordance with the Company’s general payroll practices. Additionally, Mr. Bell shall be eligible to earn a performance bonus (the “Bell Performance Bonus”) at the discretion of the Board with target bonuses that are the following percentages of Bell Base Salary based on certain performance criteria set forth in the employment agreement: (i) 50% of Bell Base Salary of less than $35,000 per month; (ii) 60% of Bell Base Salary of $35,000 to less than $40,000 per month; and (iii) 100% of Bell Base Salary of $40,000 or more per month. The performance criteria include (a) ensuring on time filing of all periodic filings (Form 10-Q and Form 10-K) and event driven filings (Form 13(d), Section 16 filings (Forms 3 and 4) and Form 8K); (b) ensuring on time filings and payment of all federal, state and local tax obligations; and (c) preparing an annual consolidated draft budget based on subsidiary budgets by October 31 each year. Mr. Bell 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 LLC and is entitled to earn $100,000 and 750,000 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 Board may pay an additional bonus (separate from any target) in its sole discretion. As an additional incentive for entering into the Bell Employment Agreement, Mr. Bell was granted 1,800,000 stock options to purchase the Company’s common stock at an exercise price of $3.80 per share. The stock options vest ratably over the first 36 months of employment with the Company. In the event of a change in control of the Company, unvested options shall not vest unless (i) Mr. Bell is not given a commensurate position in the resulting organization, or (ii) the change in control transaction results in a price to stockholders of at least $8.00 per share. The agreement entitles Mr. Bell to receive various employee benefits generally made available to other officers and senior executives of the Company. If Mr. Bell terminates his employment with the Company without good reason 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
Employment Agreements; Potential Payments Upon Termination or Change in Control
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Employment Agreements; Potential Payments Upon Termination or Change in Control
Company will pay or provide Mr. Bell (a) those benefits as required by law, (b) for any earned but unpaid Bell Base Salary, (c) for the reimbursement of unreimbursed business expenses, and (d) for the payment of unpaid Bell Performance Bonus for any fiscal year ended prior to the termination date. In addition, if Mr. Bell’s employment is terminated by the Company without cause or by him for good reason, then Mr. Bell shall be entitled to receive for a period of twelve (12) months following the termination date, the Bell Base Salary (the “Bell Severance Payments”). In order to qualify for the Bell Severance Payments Mr. Bell must execute and not revoke a mutual release agreement in a form reasonably acceptable to the Company. The employment agreement contains customary confidentiality restrictions, non-competition covenants, non-disparagement covenants, and non-solicitation covenants with respect to our employees, consultants, and customers. On April 3, 2025 the Company entered into an at-will employment arrangement with Mr. Bell, the terms of which are effective May 1, 2025. Notwithstanding the at-will arrangement, each party has agreed to provide the other party sixty (60) days advanced notice prior to terminating the employment arrangement.While employed by the Company, Mr. Bell will be entitled to an annual base salary of $290,000, and to participate in those benefit plans generally available to all employees of the Company. Effective August 5, 2021, a former subsidiary of the Company entered into an employment agreement with Andrew Merriman for a period of three years (the "Merriman Employment Agreement) pursuant to which he served in various positions, including President of the subsidiary, as well as Deputy Chief Operating Officer and Vice-President of Technology and Deployment of the Company. Under the terms of the Merriman Employment Agreement, Mr. Merriman was paid a base salary of $220,000 annually. As an additional incentive for entering into the agreement, Mr. Merriman was granted 150,000 stock options to purchase common stock at an exercise price of $3.40, half of which vest over time and half of which are subject to certain performance measures. Mr. Merriman was also entitled to earn an annual cash bonus of $80,000, payable annually on August 31 each year, commencing August 31, 2022, if and only if the subsidiary maintained an annualized net income of $500,000 for the one-year period ending on each respective year ended August 31. Upon expiration of the Merriman Employment Agreement on August 5, 2024 Mr. Merriman became an employee at-will.
Employment Agreements; Potential Payments Upon Termination or Change in Control
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Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The table below sets forth the outstanding equity awards held by the NEOs as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | Name | Option/Stock Award Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 ($) | | Glen R. Ives(1) | 01/22/2025 | 41,667 | 458,333 | $1.07 | 01/21/2032 | — | — | | Glen R. Ives(2) | 07/01/2024 | 625,000 | 125,000 | $0.21 | 06/30/2031 | — | — | | Glen R. Ives(3) | 04/01/2023 | 208,333 | 191,667 | $1.38 | 03/31/2030 | — | — | | Glen R. Ives(4) | 01/01/2022 | 238,095 | 511,905 | $3.40 | 12/31/2028 | — | — | | Glen R. Ives(5) | 07/01/2021 | 1,218,750 | 31,250 | $1.60 | 06/30/2028 | — | — | | David T Bell(6) | 04/01/2023 | 187,500 | 172,500 | $1.38 | 03/07/2030 | — | — | | David T Bell(7) | 10/17/2022 | 500,000 | — | $2.00 | 10/16/2029 | — | — | | David T Bell(8) | 04/25/2022 | 1,800,000 | — | $3.80 | 04/24/2022 | — | — | | Andrew Merriman(9) | 10/17/2022 | 150,000 | — | $3.40 | 08/05/2028 | — | — | | Andrew Merriman (10) | 04/01/2023 | 52,083 | 47,917 | $1.38 | 03/31/2030 | — | — | | Andrew Merriman (11) | 01/22/2025 | 29,167 | 320,833 | $1.07 | 01/21/2032 | — | — |
Outstanding Equity Awards at Fiscal Year-End
(1) Includes a discretionary grant of 500,000 stock options granted to Mr. Ives by the Compensation, Culture, and People Committee which vest 6,944 per month and 250,000 stock options which are subject to meeting a performance measure after which it vests 6,944 per month. (2) Includes 750,000 stock options granted to Mr. Ives pursuant to the terms of his employment agreement which vest 62,500 per month. (3) Includes 400,000 stock options granted to Mr. Ives pursuant to the terms of his employment agreement which vest 8,333 per month. (4) 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. (5) Includes 750,000 stock options granted to Mr. Ives pursuant to the terms of his employment agreement which vest 15,625 per month and 500,000 stock options which are subject to meeting performance measures. (6) Includes 360,000 stock options granted to Mr. Bell pursuant to the terms of his employment agreement which vest 10,000 per month. (7) Includes 500,000 warrants granted to Mr. Bell pursuant to the terms of his employment agreement all of which have vested. (8) Includes 1,800,000 warrants granted to Mr. Bell pursuant to the terms of his employment agreement all of which have vested. (9) Includes 150,000 stock options granted to Mr. Merriman pursuant to the terms of his employment agreement all of which have vested. (10) Includes 100,000 stock options granted to Mr. Merriman pursuant to the terms of his employment agreement which vest 2,083 per month. (11) Includes a discretionary grant of 175,000 stock options granted to Mr. Merriman by the Compensation, Culture, and People Committee which vest 4,861 per month and 175,000 stock options which are subject to meeting a performance measure after which it vests 4,861 per month.
Outstanding Equity Awards at Fiscal Year-End
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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.
Indemnification Agreements with our Directors and Officers
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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 2026 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, 2026, but no later than March 29, 2026. 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 to 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 29, 2026. However, if the 2026 annual meeting of stockholders is held more than 30 days before or after the anniversary of the 2025 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 2026 annual meeting of stockholders or the 10th day following the day on which we first publicly announce the date of the 2026 annual meeting of stockholders.
How do I recommend a director nominee?
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