Andrew K. McCain
About Andrew K. McCain
Andrew K. McCain, age 63, is an independent director of CISO Global and has served on the Board since May 2019. He is President and Chief Executive Officer of Hensley Beverage Company (since January 2024; previously President and COO from 2014–January 2024). He holds a B.A. in Mathematics (1984) and an MBA (1986) from Vanderbilt University. The Board has determined he is independent under Nasdaq and SEC standards and he serves as Audit Committee Chair and is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hensley Beverage Company | President & COO | 2014–Jan 2024 | Operational leadership, industry advisory roles |
| Hensley Beverage Company | President & CEO | Jan 2024–present | Strategic leadership; affiliated counterparty to CISO (see related-party section) |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Hensley Employee Foundation | Chairman | Current | Corporate philanthropy leadership |
| United Methodist Outreach Ministries’ New Day Centers | Patrons Committee member | Current | Community engagement |
| Fiesta Bowl | Chairman (past) | Past | Civic leadership |
| Anheuser-Busch National Wholesaler Advisory Panel | Chairman (past) | Past | Industry advisory leadership |
| Greater Phoenix Chamber of Commerce | Chairman (past) | Past | Business community leadership |
| AZ Super Bowl Host Committee | Board member (past) | Past | Event leadership |
| AZ 2016 College Football Championship Local Organizing Committee | Board member (past) | Past | Event leadership |
Board Governance
- Committee assignments: Audit Committee Chair; Member, Compensation Committee; not listed on Nominating & Corporate Governance Committee. All members of these committees are independent, and McCain is designated an audit committee financial expert.
- Independence: Board determined McCain is independent under Nasdaq and SEC rules.
- Executive sessions: Independent directors meet in regular executive sessions.
- Meeting attendance: In FY2024, Board met 7x; Audit 5x; Compensation 2x; Nominating 2x. No director attended fewer than 75% of aggregate Board and committee meetings. All directors attended last year’s annual meeting.
| Governance Metric | FY2024 Value |
|---|---|
| Board meetings held | 7 |
| Audit Committee meetings | 5 |
| Compensation Committee meetings | 2 |
| Nominating & Corporate Governance meetings | 2 |
| Attendance threshold met (≥75%) | Yes (for all directors) |
| Annual meeting attendance | All directors attended |
Policies supporting governance quality:
- Insider trading policy prohibits short sales, margining, collars, and trading in publicly traded options by directors and officers.
- Clawback policy adopted in Nov 2023 for executive officers per Dodd-Frank/Nasdaq rules.
Fixed Compensation
Director compensation disclosure indicates no cash fees, stock awards, or additional compensation paid to McCain for FY2023 and FY2024.
| Component ($) | FY2023 | FY2024 |
|---|---|---|
| Fees Earned or Paid in Cash | — | — |
| Stock Awards | — | — |
| Option Awards | — | — |
| All Other Compensation | — | — |
| Total | — | — |
Notes: Directors receive reimbursement for reasonable out-of-pocket expenses.
Performance Compensation
No performance-linked director compensation (e.g., RSUs/PSUs, performance options, or metric-based pay) is disclosed for McCain in FY2023–FY2024.
| Performance Component | Status |
|---|---|
| RSUs/PSUs tied to metrics | Not disclosed for directors |
| Options granted to McCain | Not disclosed for FY2023–FY2024 (table shows “—”) |
| Director performance metrics (e.g., TSR, revenue, EBITDA) | Not disclosed for directors |
Other Directorships & Interlocks
- Public company directorships: None disclosed for McCain.
- Interlocks/conflicts: Hensley Beverage Company (affiliated with McCain) is a material counterparty to CISO via services and financing (see related-party section).
Expertise & Qualifications
- Finance and operations leadership (CEO/COO at Hensley).
- Audit committee financial expert designation; serves as Audit Chair.
- Broad civic and industry advisory experience (Fiesta Bowl, Anheuser-Busch panel, Greater Phoenix Chamber).
- Education: B.A. Mathematics (1984); MBA (1986), Vanderbilt.
Equity Ownership
As of November 7, 2025 (record date in the proxy), McCain’s beneficial ownership and components:
| Ownership Detail | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 6,567,000 | 12.97% of 44,046,343 shares outstanding |
| Components (footnote) | 25,001 (Family Trust); 200,001 (Hensley & Company); 13,333 options exercisable within 60 days | Voting/dispositive power over enumerated holdings; options included within 60 days |
| 5% Holder (Hensley & Company) | 6,528,666 | Includes converted Series A Preferred and dividends to common |
Governance alignment indicators:
- Pledging/hedging: Company policy prohibits margining, short sales, collars, and publicly traded options transactions for directors/officers (reduces misalignment risk).
- Ownership guidelines: Not disclosed for directors.
- Vested vs unvested breakdown: Not disclosed for McCain; only options exercisable within 60 days are enumerated.
Historical reference (earlier period):
- As of March 24, 2025 (10-K), beneficial ownership disclosed at 585,001 shares (3.43%); components included trust, Hensley & Co., and options, plus note convertible into 333,333 shares (Hensley).
Related-Party Transactions (Conflict Analysis)
| Transaction | Counterparty | FY2024 Amount | FY2023 Amount | Additional Terms |
|---|---|---|---|---|
| Managed Services Agreement (secured managed services; continuing until terminated) | Hensley Beverage Company (affiliated with McCain) | $2,283,995 receipts; $0 A/R at YE; includes prepayments with $191,633 remaining | $1,417,398 receipts; $152,213 A/R at YE | Agreement entered July 2021; ongoing services beyond initial term |
| Convertible Note (10% interest) → Exchanged into Series A Preferred (Aug 2025) → Converted to common (Nov 6, 2025) | Hensley & Company | Interest expense $500,000; accrued interest $888,888 at YE | Interest expense $388,888; accrued $388,888 at YE | $5,000,000 principal; conversion price $18.00/share; exchanged into 6,180,554 Series A Preferred (Aug 2025); converted to common Nov 6, 2025 |
Assessment:
- RED FLAG: Significant business and financing relationships with Hensley (affiliated with McCain) create potential conflicts and perceived influence over capital structure and customer revenue. Board should continue robust recusal and independent committee oversight.
Governance Assessment
- Strengths: Independent director; Audit Chair with “financial expert” designation; regular executive sessions; no director fell below 75% attendance; clear insider trading prohibitions; clawback policy in place (for executives).
- Concerns/RED FLAGS: Related-party exposure via Hensley (material services revenue and financing transactions); concentrated beneficial ownership via affiliate increases conflict risk in audit oversight and capital decisions. Transparency improved by detailed disclosures and conversion timeline, but continued scrutiny warranted.
- Director pay alignment: No cash or equity director fees disclosed for McCain in FY2023–FY2024, suggesting alignment via external ownership rather than director pay; however, lack of standard director compensation could be atypical for Nasdaq issuers and may impact broader board recruitment/retention.
Net takeaway for investors: McCain brings operational and financial oversight skills and chairs the Audit Committee, but his affiliate’s sizable commercial and financing ties to CISO represent ongoing conflict-of-interest risks. Monitor future related-party dealings, equity plan usage, and board independence processes, especially around financing, audit decisions, and customer contracting.