C. Thomas McMillen
About C. Thomas McMillen
Independent director (since October 12, 2022), age 72; Audit Committee Chair and audit committee financial expert. Background includes CEO roles (Lead1 Association, Timios National Corporation), U.S. Congressman (MD‑4, 1987–1993), and broad investing/board experience. Education: B.S. University of Maryland; B.A. and M.A. in Politics, Philosophy, and Economics (Oxford University, Rhodes Scholar) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lead1 Association (DIA ADs) | President & CEO | Sep 2015 – Sep 2024 | Advocated for 134 premier college athletic programs |
| Timios National Corp. (f/k/a Homeland Security Capital Corp.) | CEO & Chairman; later President | Aug 2005 – Feb 2014 (President Jul 2011–Feb 2014) | Led diversified strategic initiatives |
| RCS Capital Corporation | Independent Director | May 2013 – May 2016 | Chapter 11 reorg in Jan 2016; class action settled without recourse to independent directors |
| U.S. House of Representatives (MD‑4) | Congressman | 1987 – 1993 | Legislative, oversight experience |
| Moran Global Strategies | Partner | Current | Government relations advisory |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Nexstar Media Group | Director | Since Jul 2014 | Nominating & Corporate Governance Committee |
| ScanTech AI Systems, Inc. | Director | Since Jan 2025 | Audit and Nominating Committees |
| University of Maryland | Board of Regents Member | Current | Governance oversight for higher education |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating & Governance Committee member; both independent .
- Independence: Board determined McMillen independent under NYSE American standards; majority independent board .
- Meetings (FY 2024): Board 11 meetings; Audit Committee 5; Compensation Committee 4; Nominating & Governance Committee 5 .
- Annual meeting attendance: At the 2024 annual meeting (May 29, 2024), all directors except Ms. Frost and Mr. Campbell were present—implies McMillen attended .
- Board leadership: Independent Chair (Bernard S. Champoux); no Lead Independent Director because Chair is independent .
- Cybersecurity oversight: Delegated to Audit Committee; periodic updates and incident preparedness reviews .
Fixed Compensation
| Component (FY 2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $60,000 | Reflects director cash compensation recognized for 2024 |
| Stock Awards | $74,581 | Grant-date fair value (restricted stock and options per ASC 718) |
| Total | $134,581 | Sum of cash + equity grant-date value |
| Cash payments made during 2024 | $17,679 | Actual cash paid to McMillen |
| Deferred board/chair fees accrued at 12/31/2024 | $113,571 | Unpaid fees accrued (Board deferred cash payments since May 2023) |
| Fee schedule (policy) | — | Non-employee director annual cash retainer $60,000 (Jan–Jun 2024), reduced to $30,000 effective July 1, 2024; Chair stipends: Board $15,000; Audit $15,000; Compensation $10,000; Nominating $10,000 |
Board deferred cash payments beginning May 2023; $515,221 aggregate deferred fees outstanding as of 12/31/2024 for all directors .
Performance Compensation
| Grant/Action | Date | Instrument | Quantity/Terms | Price | Vesting |
|---|---|---|---|---|---|
| Annual director equity (earned) | Jan 1, 2024 | Restricted common stock | Part of 206,186 shares to four non-employee directors; grant-date FV at $0.29/share | $0.29 | Vests ratably over 12 months from grant; not yet issued as of 12/31/2024 |
| Director stock options (cohort grant) | Jul 1, 2024 | Options | 250,000 options granted to four non-employee directors | $0.212 | 7-year term; vest ratably over 12 months from grant |
| Director stock options (policy) | Jul 1, 2024–Jun 30, 2025 | Options | Each non-employee director received 125,000 options | Closing price on grant date | Vest ratably over 12 months; 7-year term |
| McMillen Form 4 – Option grant | Nov 11, 2025 | Options | 100,000 options | $1.19 | As disclosed under Second Amended 2021 Plan |
| McMillen Form 4 – Option exercise | Aug 20, 2025 | Options exercise | 125,000 options exercised | $0.212 | Cashless/standard exercise as reported |
| McMillen Form 4 – Cashless exercise | Jan 2, 2025 | Cashless exercise | Issuance of common shares upon exercise | — | Reported in filing |
Committee retains independent compensation consultant; director cash reduced; equity remains primary at-risk component .
Other Directorships & Interlocks
| Company | Sector | Role | Committee/Position | Potential Interlock/Conflict Assessment |
|---|---|---|---|---|
| Nexstar Media Group | Media | Director | Nominating & Corporate Governance | Low direct overlap with CTM’s government contracting; governance expertise additive |
| ScanTech AI Systems, Inc. | AI/Tech | Director | Audit, Nominating | Technology oversight relevant; no disclosed related-party transactions with CTM |
| University of Maryland | Education | Regent | Board of Regents | Public sector governance experience; not a conflict |
Expertise & Qualifications
- Financial and governance expertise: Designated audit committee financial expert; chairs CTM’s Audit Committee .
- Executive leadership: Former CEO of Lead1 and Timios National .
- Government and policy: U.S. Congressional experience; government relations (Moran Global Strategies) .
- Education: University of Maryland (B.S.); Oxford (B.A., M.A. PPE; Rhodes Scholar) .
Equity Ownership
| As of Mar 21, 2025 | Common Shares | Options Exercisable | Options Unexercisable | Total Beneficial Ownership | % of Outstanding Common |
|---|---|---|---|---|---|
| C. Thomas McMillen | 191,015 | 104,167 | 20,833 | 295,182 | <1% (based on 84,891,874 shares outstanding) |
Hedging and pledging of company stock prohibited by Insider Trading Policy; Clawback policy in place per SEC/NYSE American standards .
Governance Assessment
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Strengths:
- Independent director with substantial governance credentials; Audit Chair and financial expert bolster financial reporting oversight .
- Active roles on external audit/nomination committees suggest deep governance engagement; attendance at 2024 annual meeting supports engagement .
- Strong anti-hedging/anti-pledging and clawback policies; Audit Committee oversees cybersecurity—aligned with CTM’s tech/government-contracting risk profile .
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Alignment and incentives:
- Meaningful though sub-1% equity exposure; ongoing options grants and exercises indicate active equity alignment; latest grant 100,000 options at $1.19 on Nov 11, 2025 .
- Director cash fees deferred, with sizable accrual ($113,571 for McMillen at 12/31/2024); cash retainer reduced from $60k to $30k effective July 1, 2024—signals cost discipline but introduces cash-collection risk for directors .
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Risks and red flags:
- Prior involvement as independent director at RCS Capital during bankruptcy and related class action (settled without recourse to independent directors)—historical association warrants awareness but no current adverse findings disclosed .
- Board has no director term limits; no formal gender diversity policy or targets—may concern some investors focused on board refreshment and diversity commitments .
- Deferred director fees indicate liquidity pressures; reliance on equity compensation increases dilution potential as Plan share pool expanded to 9,000,000 .
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Related-party and conflicts:
- No McMillen-specific related-party transactions disclosed; related-person transactions require Audit Committee approval >$120,000; policy prohibits pledging and hedging .
Overall, McMillen strengthens board oversight through independent status and audit leadership, with adequate equity alignment. Watch items include fee deferrals (cash governance optics/liquidity), board refreshment policies, and continued monitoring of insider option activity and dilution under the expanded stock plan .