Bernard S. Champoux
About Bernard S. Champoux
Independent Chair of the Board at Castellum, Inc. (CTM); age 70; director since October 12, 2022 following CTM’s registration statement effectiveness; previously served on CTM’s advisory board (January–October 2022). He is Senior Executive Vice President, CEO, and Head of Government Relations at Hanwha Defense USA (since May 2017), with nearly 39 years in the U.S. Army in leadership roles up to field army command and senior Pentagon assignments. Education: B.A. in sociology (Saint Anselm College); graduate of U.S. Army War College; Executive Leadership Program, UNC Kenan-Flagler. CTM designates him independent under NYSE American and he serves as independent Chair of the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Army | Commanded from platoon through field army; Executive Officer to CINC U.S. Southern Command; Executive Assistant to Vice Chairman, Joint Chiefs; Deputy/Chief of Legislative Liaison, Office of the Secretary of the Army | Nearly 39 years | Senior operational leadership and legislative liaison experience |
| CTM Advisory Board | Advisory Board Member | Jan 2022 – Oct 2022 | Pre-IPO governance advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hanwha Defense USA | Senior EVP, CEO, Head of Government Relations | Since May 2017 | Provider of global defense solutions |
| Lockheed Martin; L3; CENTRA Technology; Analytical Services (ANSER); Defense Science Board | Consultant (prior roles) | Prior to 2017 | Defense industry and advisory engagements |
Board Governance
- Board Chair: Champoux was appointed Chair in October 2022; CTM does not maintain a Lead Independent Director because the Chair is independent; responsibilities include board/stockholder meeting leadership, agenda-setting, performance assessment, and stakeholder relations .
- Independence: CTM’s Board determined Champoux is independent under NYSE American and CTM’s guidelines; independent majority maintained .
- Committee Memberships (FY2024): Audit Committee, Compensation, Culture & People Committee, and Nominating & Governance Committee; he is a member on all three (not the chair) .
- Committee Chairs (FY2024): Audit – C. Thomas McMillen; Compensation – Mark S. Alarie (from Mar 8, 2024); Nominating & Governance – John F. Campbell .
- Meeting Activity: Board held 11 meetings; Audit 5 meetings (plus two unanimous written consents); Compensation 4 meetings (plus one consent); N&G 5 meetings; Champoux attended the Annual Meeting for FY2023 (held May 29, 2024) .
- Risk & Oversight: Audit Committee oversees financial reporting, internal controls, quarterly reviews, cybersecurity risk, and related-party transactions; N&G oversees board composition, governance, succession planning; Compensation oversees director and executive pay and consultants .
| Committee | Role | Chair? | FY2024 Meetings |
|---|---|---|---|
| Audit Committee | Member | No (Chair: C. Thomas McMillen) | 5; plus 2 consents |
| Compensation, Culture & People Committee | Member | No (Chair: Mark S. Alarie from Mar 8, 2024) | 4; plus 1 consent |
| Nominating & Governance Committee | Member | No (Chair: John F. Campbell) | 5 |
Fixed Compensation
- Policy & Rates (Non-Employee Directors): Annual cash retainer of $60,000 (Jan 1–Jun 30, 2024), reduced to $30,000 effective July 1, 2024; annual Chair fees: Board $15,000; Audit Chair $15,000; Compensation Chair $10,000; N&G Chair $10,000. Cash payments to directors were deferred starting May 2023; $74,501 cash paid to all directors in 2024 and $515,221 aggregate deferred fees accrued at Dec 31, 2024 .
- Champoux FY2024 Compensation: Fees earned or paid in cash $60,000; Stock awards (grant-date fair value) $74,581; Total $134,581. Cash actually received during FY2024 was $17,679; accrued unpaid fees $113,571 as of Dec 31, 2024 .
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 60,000 | Retainer; Board Chair fee applies |
| Stock Awards (Grant-Date Fair Value) | 74,581 | RSUs/stock and option awards valued under ASC 718 |
| Total | 134,581 | Sum of cash and equity (grant-date fair value) |
| Cash Flow Status (FY2024) | Amount ($) |
|---|---|
| Cash payments actually received | 17,679 |
| Accrued unpaid fees at 12/31/2024 | 113,571 |
Performance Compensation
- Equity Awards Structure (Non-Employee Directors):
- RSUs/Restricted Common Stock: Annual grant with $60,000 grant-date fair value for Jan 1–Jun 30, 2024; vests ratably over 12 months following grant; not yet issued as of Dec 31, 2024 .
- Options: 125,000 options granted July 1, 2024 per director; exercise price equals closing price on grant date ($0.212/share); vests ratably over 12 months; 7-year term .
- Performance Metrics: CTM’s director equity awards are time-based vesting; no performance (TSR/EBITDA/ESG) targets disclosed for director awards .
| Award Type | Grant Date | Quantity | Fair Value / Strike | Vesting | Term |
|---|---|---|---|---|---|
| Restricted Common Stock | Jan 1, 2024 | Pro-rata of annual RSU (company-wide director program) | $60,000 grant-date fair value; $0.29/share valuation reference | Ratably over 12 months | N/A |
| Stock Options | Jul 1, 2024 | 125,000 options | $0.212 exercise price per share | Ratably over 12 months | 7 years |
Other Directorships & Interlocks
| Company/Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Hanwha Defense USA | Senior EVP, CEO, Head of Government Relations | No (U.S. subsidiary) | External executive role; defense industry |
| Lockheed Martin; L3; CENTRA Technology; ANSER; Defense Science Board | Consultant (prior) | N/A | Prior advisory/consulting engagements |
- No other public company directorships for Champoux are disclosed in CTM’s proxy biography .
Expertise & Qualifications
- Military and Defense Leadership: Extensive command experience and senior Pentagon roles; government relations expertise .
- Business/Finance/Accounting Understanding: CTM cites his broad understanding across business, finance, accounting matters relevant to the Company .
- Education: B.A. (Saint Anselm College); U.S. Army War College; Executive Leadership Program, UNC Kenan-Flagler .
Equity Ownership
- Beneficial Ownership (as of March 21, 2025): 337,870 shares of common stock; less than 1% of outstanding; CTM had 84,891,874 shares outstanding at that date. Beneficial ownership includes securities exercisable within 60 days of the date and excludes for percentage calculations holdings of others .
| Holder | Common Shares | % of Common | Reference Base |
|---|---|---|---|
| Bernard S. Champoux | 337,870 | <1% | 84,891,874 shares outstanding |
- Ownership Guidelines / Pledging/Hedging: CTM references Corporate Governance Guidelines on its website, but specific director ownership guidelines or pledging/hedging disclosures for Champoux are not provided in the proxy; Audit Committee reviews related-party transactions and independence impacts .
Governance Assessment
- Board Effectiveness: Independent Chair since 2022 with broad defense and leadership credentials; sits on all three standing committees, enhancing cross-committee oversight and coordination .
- Independence & Oversight: Explicitly independent; Audit Committee covers cybersecurity and related-party transactions; N&G oversees board composition and succession; Compensation oversees pay structures and advisor independence .
- Compensation Signals: Cash retainer reduced effective July 1, 2024 and cash fees deferred since May 2023, with material accruals (Champoux accrued $113,571; received $17,679 in 2024), indicating a heavier equity mix and cash conservation posture; annual director equity shifted from RSU grants (time-based vesting) to option grants with seven-year terms .
- Engagement: Board held 11 meetings; Champoux attended the May 29, 2024 Annual Meeting; committee cadence suggests active oversight (Audit 5; Compensation 4; N&G 5) .
- Related-Party Risk Controls: CTM’s policy requires Audit Committee review/approval for related-person transactions over $120,000; independence impacts considered; no specific related-party transactions involving Champoux are disclosed in the proxy .
- Structure Note: CTM has no Lead Independent Director due to having an independent Chair; directors may call independent-only sessions as needed .
RED FLAGS to monitor:
- External executive role in defense (Hanwha Defense USA) could create potential conflicts if CTM engages in transactions with Hanwha or related entities; CTM’s related-person transactions policy mitigates through Audit Committee review, but investors should watch disclosures for any such dealings .
- Deferred director cash fees and reduced cash retainer indicate reliance on equity and cash deferral; while aligned with liquidity discipline, persistent accruals warrant monitoring for governance/compensation sustainability .