Michael Alber
About Michael Alber
Independent director since April 1, 2024; age 68. Background: 35+ years in corporate finance and capital markets with CFO roles at First Light Acquisition Group (NYSE: FLAG), KeyW (NASDAQ: KEYW), Engility (NYSE: EGL), and senior finance roles at SAIC (NYSE: SAIC), Alion, and Network Solutions; B.S. Business Administration (finance) from George Mason University and Advanced Management Program (AMP) at Georgetown McDonough School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Light Acquisition Group (NYSE: FLAG) | Chief Financial Officer and Founder | From April 2021 | SPAC CFO; capital markets leadership |
| KeyW (NASDAQ: KEYW) → sold to Jacobs (NYSE: J) | EVP & CFO | Jun 2016 – Jun 2019 | Led capital market transactions; two strategic M&A, including change-in-control with record sale multiple |
| Growth Strategy Leaders | Principal | Apr 2015 – May 2016 | M&A and due diligence support |
| Engility (NYSE: EGL) | CFO & SVP | May 2012 – Mar 2015 | Supported spin-out from L3 Technologies to stand-alone public company |
| Alion Science and Technology | CFO & Treasurer | 2007 – 2012 | Corporate finance leadership |
| SAIC (NYSE: SAIC) | Senior VP & Group CFO (prior roles) | 18 years | Senior executive finance roles |
| Network Solutions, Inc. | Director of Finance | Not disclosed | Corporate finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sincerus Global Solutions (private) | Director | Since Oct 2022 | Advisory/board role |
| AceInfo Tech (subsidiary of Dovel Technologies) | Special Security Agreement (SSA) member | Not disclosed | Governance oversight under SSA |
Board Governance
- Committee structure: No standing committees at present; OTCQB listing does not require committees. Board is evaluating recruitment and future committee implementation. All committee functions currently handled by full board .
- Independence: Board believes Alber qualifies as an Independent Director under OTCQB Standards (along with Adamczyk and Schultz) .
- Attendance and engagement: 13 formal board meetings in FY 2024; all nominees attended all formal meetings except Dr. Quarles missed one on Nov 24, 2024 (implies perfect attendance for Alber). Directors also attended the 2024 Annual Meeting .
- Board classification and term: Nominated for Class III with a one-year term in 2025; directors are divided into three classes with staggered terms .
- Years of service on AERG board: Joined effective April 1, 2024 .
Fixed Compensation
| Year | Annual Retainer (Cash) | Committee Membership Fees | Committee Chair Fees | Meeting Fees | Total Cash |
|---|---|---|---|---|---|
| 2024 | $0 | N/A (no committees) | N/A | $0 | $0 |
| 2023 | N/A (joined 2024) | N/A | N/A | N/A | N/A |
Performance Compensation
| Award Type | Shares | Exercise Price | Grant Context | Vesting Schedule | Fair Value (2024) |
|---|---|---|---|---|---|
| Nonqualified Stock Options | 250,000 | $1.99 per share | Issued as director compensation upon election effective Apr 1, 2024 under 2018 Equity Incentive Plan | 100,000 on first anniversary of service; 75,000 on each of the second and third anniversaries | $419,028 (Option Awards reported for 2024) |
- Performance metrics tied to compensation: None disclosed for director awards; vesting is time-based. The 2025 Equity Incentive Plan permits performance share awards, but director grant to Alber is time-vested options .
- Change-of-control treatment: Company’s 2025 Equity Incentive Plan sets “double-trigger” vesting acceleration for options/SARs on termination without cause or for good reason within 18 months post-change-in-control; performance awards vest based on deemed attainment or target at committee discretion. Plan terms may vary by individual grant agreement .
Other Directorships & Interlocks
| Company | Public/Private | Role | Overlap/Interlock Risk |
|---|---|---|---|
| Sincerus Global Solutions | Private | Director | No disclosed transactions with AERG; low interlock risk |
| AceInfo Tech (Dovel Technologies) | Private (subsidiary) | SSA member | No disclosed transactions with AERG; low interlock risk |
No other current public company directorships disclosed beyond AERG .
Expertise & Qualifications
- Financial leadership across public and private defense/government contractors; capital markets execution (IPOs, debt/equity offerings, credit facilities, buybacks); stock exchange listing processes .
- M&A execution including strategic acquisitions, divestitures, reorganizations; change-in-control transactions .
- Education: B.S. Business Administration (Finance), George Mason; AMP, Georgetown McDonough .
Equity Ownership
| As of Record Date | Shares Beneficially Owned | % of Shares Outstanding | Vested vs Unvested | Notes |
|---|---|---|---|---|
| July 28, 2025 | 100,000 | <1% (out of 218,952,389 outstanding) | Does not include 150,000 options subject to timed vesting | Beneficial ownership excludes unvested options; vested tranche aligns with first anniversary vesting (100,000) |
- Pledging/hedging: Not disclosed.
- Ownership guidelines: Not disclosed for directors.
Governance Assessment
- Strengths:
- Independent status and strong attendance signal engagement and oversight .
- Deep finance/M&A expertise in defense sector enhances board effectiveness as AERG scales and contemplates future listings or transactions .
- Equity-heavy initial director compensation (options) aligns incentives to long-term value creation .
- Weaknesses/RED FLAGS:
- Absence of standing committees (Audit/Comp/Nominating) concentrates oversight with full board; board indicates plan to implement committees in future—investors may view current structure as a governance gap .
- Low direct ownership (<1%) vs. large share count may limit “skin-in-the-game,” though options create upside alignment .
- Related-party exposure:
- No Alber-specific related party transactions disclosed; company disclosed a $25,000 contribution to Silicon Valley Defense Group (affiliation with CEO), and historical consulting with CSO’s entity; board policies require review/approval for related transactions .
Note: Attempted to fetch Form 4 insider transactions for “Alber” during 2024–2025 using the insider-trades skill; request returned an authorization error. Ownership details above rely on DEF 14A disclosures and footnotes .