Andrew Merriman
About Andrew Merriman
Andrew “Drew” Merriman, 44, is Chief Operating Officer of Castellum, Inc. (CTM), appointed effective September 1, 2024, after serving as Deputy COO and Vice President of Technology and Deployment since August 2021; he previously founded Merrison Technologies, LLC and spent a decade at Northrop Grumman in technical leadership roles . He holds a Bachelor of Business Administration in information systems from Radford University and is a Certified CMMC Professional accredited by The Cyber AB, with domain expertise in eGov travel, data analytics, systems integration, and systems administration . During his COO tenure, CTM reported record Q3 2025 revenue ($14.6M, +26% YoY), its first-ever GAAP net income ($0.39M), and $1.08M of Non-GAAP Adjusted EBITDA amid continued operating leverage improvements .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Castellum, Inc. | Chief Operating Officer | Sep 2024 – Present | Operational leadership supporting federal mission customers; management’s emphasis on operational excellence and organic growth during his promotion . |
| Castellum, Inc. | Deputy COO; VP Technology & Deployment | Aug 2021 – Aug 2024 | Led technology/deployment across federal civilian-focused solutions (eGov travel, data analytics, integration, administration) . |
| Merrison Technologies, LLC | Founder & CEO | 2013 – Aug 2021 | Drove explosive growth; Inc. 5000 in 2018 with 176% three-year revenue growth; acquired by CTM in Aug 2021 . |
| Northrop Grumman | Software Dev Manager → Technical Director | 2003 – 2013 | Managed development, operations, testing and engineering teams across programs . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | $221,467 | $239,800 |
| All Other Compensation ($) | $28,000 | $30,938 |
Notes:
- Merriman’s prior subsidiary employment agreement paid a $220,000 base salary through Aug 5, 2024; upon expiration, he became an at-will employee .
Performance Compensation
| Component | Year | Metric | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | 2023 | Subsidiary annualized net income threshold | $500,000 annualized net income | $80,000 cash bonus earned | N/A (cash) |
| Annual Cash Bonus | 2024 | Subsidiary annualized net income threshold | $500,000 annualized net income | $80,000 cash bonus earned | N/A (cash) |
| Stock Options (Performance-based) | 2022 grant (part) | Performance criteria (not disclosed) | Not disclosed | Not disclosed | Half of 150,000 options were performance-based; all 150,000 vested |
| Stock Options (Performance-based) | Jan 22, 2025 grant (portion) | Performance criterion (not disclosed) | Not disclosed | Not disclosed | 175,000 options vest 4,861/month after metric achieved |
Equity Awards and Vesting Detail
| Grant | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting cadence |
|---|---|---|---|---|---|
| Options (10/17/2022) | 150,000 | — | $3.40 | 08/05/2028 | All vested (half time-based; half performance-based) |
| Options (04/01/2023) | 52,083 | 47,917 | $1.38 | 03/31/2030 | 2,083 per month |
| Options (01/22/2025) | 29,167 | 320,833 | $1.07 | 01/21/2032 | 175,000 time-based at 4,861/month; 175,000 performance-based then 4,861/month |
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Common stock owned | 531,000 shares (sole voting/dispositive power) |
| Options held | 575,000 shares equivalent |
| Options vested vs unvested | 231,250 vested; 343,750 vest over time/performance |
| Total beneficial ownership | 762,250 shares (less than 1%) |
| Shares outstanding (record date) | 84,891,874 common shares |
| Hedging policy | Hedging prohibited by Insider Trading Policy |
| Pledging policy | Pledging company securities prohibited |
| Clawback policy | SEC/NYSE American-compliant, recoupment on restatement for prior 3 years |
Employment Terms
- Appointment: COO effective September 1, 2024 (Item 5.02) .
- Prior subsidiary employment agreement (Aug 5, 2021 – Aug 5, 2024): Base salary $220,000; 150,000 options at $3.40 (half time-based; half performance-based); $80,000 annual cash bonus payable each Aug 31 if subsidiary maintained $500,000 annualized net income; expired Aug 5, 2024 and converted to at-will employment .
- Policies: Company-wide clawback, hedging prohibition, and pledging prohibition apply .
- Severance/change-in-control: No Merriman-specific severance or change-in-control economics disclosed; not addressed in proxy narrative for Merriman .
Multi-Year Compensation Summary (NEO)
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | $221,467 | $239,800 |
| Option Awards ($) | $101,659 | $76,068 |
| Non-Equity Incentive ($) | $80,000 | $80,000 |
| All Other Compensation ($) | $28,000 | $30,938 |
| Total ($) | $431,126 | $426,806 |
Performance & Track Record Highlights
- CTM operating performance: Record Q3 2025 revenue $14.6M (+26% YoY vs $11.6M in Q3 2024), first GAAP net income $0.39M, operating profit $0.4M, and Non-GAAP Adjusted EBITDA $1.08M; record cash $17.8M and reduced debt to $2.4M .
- Strategic focus: Management messaging around operational excellence and organic growth at time of Merriman’s promotion .
Compensation Committee & Governance Notes
- Committee retained an independent compensation consultant in March 2024 to evaluate executive compensation metrics and structure; emphasis on aligning pay with performance and peer practices .
- Company is an “emerging growth company”; NEOs in 2024 included CEO, CFO, and COO (Merriman) .
Investment Implications
- Alignment: Cash bonus tied to subsidiary profitability ($500k annualized net income trigger) supports pay-for-performance; clawback, hedging, and pledging prohibitions enhance shareholder alignment .
- Vesting cadence: Significant unvested/options with monthly vesting (2,083 or 4,861 shares per month on various grants) suggests predictable supply from potential Form 4 activity; monitor vesting dates and any performance-trigger vesting events for trading signals .
- Ownership: Beneficial ownership is <1%, but a meaningful option position remains (343,750 unvested/performance/time), indicating continued equity-based incentives; pledging prohibited reduces collateralization risk .
- Retention: Current at-will status post-Aug 2024 (no disclosed severance/CoC terms) may modestly elevate retention risk versus peers with formal agreements; Committee’s ongoing redesign of executive comp structure could introduce updated incentives in future filings .