David T. Bell
About David T. Bell
David T. Bell, 54, has served as Castellum’s Chief Financial Officer since April 25, 2022. Previously, he was an audit partner at Deloitte from 2006, including roles in the national office as an accounting consultation partner and as chief of staff, advising public and private company C-suites and boards across aerospace/defense and technology. He holds a BBA in accounting from Harding University (summa cum laude), is a CPA licensed in Illinois and Virginia, and is a member of the AICPA, Illinois CPA Society, and Virginia Society of CPAs; he also serves on Harding University’s President’s Council. His CFO bonus metrics emphasize operational discipline: timely SEC filings, tax compliance, and consolidated budget preparation, with future compensation expected to be restructured to more tightly align pay and performance after his legacy agreement expires in April 2025 and transitions to a new at-will arrangement effective May 1, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Audit Partner; National Office Accounting Consultation Partner; Chief of Staff | 2006–2022 | Led client service engagements; consulted on complex accounting (revenue, leases, derivatives, consolidation, internal controls); operational restructuring of accounting/SEC reporting/auditing divisions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Harding University | President’s Council member | Not disclosed | University governance and external advisory capacity |
| Professional bodies | Member: AICPA; Illinois CPA Society; Virginia Society of CPAs | Not disclosed | Professional standards, continuing education, and network in accounting |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $284,375 | $287,500 |
| Target Bonus % (per agreement) | 50% of base salary when monthly base is < $35,000 | 50% of base salary when monthly base is < $35,000 |
| Actual Cash Bonus Paid ($) | $130,208 | $143,750 |
| All Other Compensation ($) | $28,000 | $30,191 |
- New at-will arrangement effective May 1, 2025: base salary $290,000 and mutual 60-day notice for termination; benefits consistent with employees .
- Legacy CFO base salary escalators tied to company revenue run rate and margins: +$25k/month at $60mm; +$35k/month at $75mm; +$40k/month at $150mm and adj. EBITDA ≥ 7%; +$45k/month at $300mm and adj. EBITDA ≥ 8% .
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus | Timely SEC filings (10-Q, 10-K, 8-K, Schedules 13D; Section 16 filings); on-time tax filings/payments; consolidated draft budget by Oct 31 | Not disclosed | 50%–100% of Base Salary depending on monthly base levels | 2023: $130,208 ; 2024: $143,750 | Cash (annual) |
| Event-driven awards | NYSE American listing | N/A | $50,000 cash + 500,000 warrants @ $2.00 | Achieved (500,000 warrants all vested as of FY-end 2024) | Warrants exp. 10/16/2029 |
| Event-driven awards | Russell index membership (R3000/R2000) | N/A | $100,000 cash + 750,000 warrants @ $2.40 | Eligibility per agreement; issuance contingent on index inclusion (not otherwise disclosed as achieved) | As per agreement (vesting not detailed) |
Equity awards granted under the CFO agreement:
- 1,800,000 equity instruments originally described as stock options at $3.80, vesting ratably over first 36 months ; shown as warrants all vested in the FY-end 2024 table (exp. date listed as 04/24/2022 in table) .
- Additional 360,000 options vesting at 10,000 per month per footnote .
Equity Ownership & Alignment
| As of | Total Beneficial Ownership (Common) | Ownership % | Components | Vested vs Unvested |
|---|---|---|---|---|
| March 21, 2025 | 2,502,224 shares | 2.86% | 14,724 common shares; 500,000 warrants; 2,160,000 stock options | 1,987,500 options vested; 172,000 options vest over time |
- Hedging prohibited; pledging of Company securities prohibited by Insider Trading Policy .
- Compensation Clawback Policy compliant with SEC/NYSE American: 3-year lookback for recovery of excess incentive compensation upon restatement .
Outstanding Equity Awards (FY-end 2024)
| Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration | Notes |
|---|---|---|---|---|---|
| 04/01/2023 | 187,500 | 172,500 | $1.38 | 03/07/2030 | Footnote: includes 360,000 options vesting 10,000/month |
| 10/17/2022 (Warrants) | 500,000 | — | $2.00 | 10/16/2029 | Vested |
| 04/25/2022 (Warrants) | 1,800,000 | — | $3.80 | 04/24/2022 | Shown as vested; agreement described as options vesting over 36 months |
Employment Terms
| Term | Detail |
|---|---|
| Agreement dates | Employment agreement signed April 25, 2022; expires April 30, 2025 with auto-renewal unless non-renewal notice; Company provided notice not to renew existing terms |
| At-will transition | New at-will arrangement effective May 1, 2025; $290,000 annual base; mutual 60-day termination notice |
| Base salary escalators | +$25k/mo at $60mm run-rate; +$35k/mo at $75mm; +$40k/mo at $150mm & adj. EBITDA ≥ 7%; +$45k/mo at $300mm & adj. EBITDA ≥ 8% |
| Performance bonus | Target ranges: 50%, 60%, 100% of Base Salary depending on monthly base; metrics include SEC/tax timeliness and budgeting |
| Event bonuses | $50k + 500k warrants at NYSE American listing; $100k + 750k warrants upon Russell index inclusion |
| Equity award (agreement) | 1,800,000 options @ $3.80; vest ratably over 36 months; change-in-control: unvested options not vest unless commensurate role not provided or transaction price ≥ $8.00/share |
| Severance | 12 months of base salary upon termination without cause or resignation for good reason, subject to release |
| Restrictive covenants | Confidentiality, non-compete, non-solicit, non-disparagement |
Compensation Structure Analysis
- Heavy equity mix: large legacy warrants/options and ongoing vesting schedule create meaningful at-risk compensation tied to share price and service/performance (including listing/index milestones) .
- Bonus metrics emphasize controllable operational outcomes (filings, taxes, budgeting) rather than revenue/EBITDA/TSR targets; Compensation Committee intends to materially revise CFO compensation structure post-legacy agreement to align with broader pay-for-performance policies and peer benchmarking .
- Governance protections: clawback, anti-hedging, anti-pledging; transfer restrictions in the stock plan and compliance mechanisms reduce misalignment risks .
Equity Ownership & Alignment Details
| Item | Detail |
|---|---|
| Ownership guidelines | Not disclosed for executives in the proxy |
| Shares pledged | Company policy prohibits pledging; no pledges disclosed |
| Hedging | Prohibited for directors, officers, employees |
| Clawback | SEC/NYSE-compliant restatement clawback over 3 years (cash and equity incentive comp) |
Employment Contracts, Severance, and Change-of-Control Economics
- Severance of 12 months base salary for termination without cause/good reason; change-in-control provisions restrict automatic vesting unless certain conditions are met (commensurate role or ≥$8.00/share transaction price) .
- Auto-renewal of legacy agreement replaced by at-will arrangement (effective May 1, 2025), signaling planned re-alignment of pay design by the Compensation, Culture, and People Committee .
Performance & Track Record
- CFO bonus outcomes: 2023 ($130,208) and 2024 ($143,750) tied to SEC/tax timeliness and budgeting performance under the agreement .
- Committee process: Independent consultant engaged in March 2024 to design metrics for bonus and performance-based equity; subsequent Board actions reduced director cash comp and updated executive agreements (CEO updated in 2024; CFO scheduled for overhaul after April 2025) .
Risk Indicators & Red Flags
- Large vested warrants/options may create potential selling pressure when windows open or if shares appreciate; monitor ongoing vest schedules and expirations for liquidity events .
- No hedging/pledging allowed under policy; clawback is in place; related-party transactions disclosed are limited and predate current approval procedures (Kaunitz note; SSI earnout), with ongoing Audit Committee oversight .
- No SEC investigations or legal proceedings disclosed for Bell; directors/officers legal proceedings section does not list Bell .
Investment Implications
- Alignment: Pay structure includes substantial equity exposure, event-driven awards, and service/performance vesting, but cash bonus metrics are operational rather than shareholder-return driven; forthcoming compensation redesign presents a catalyst to incorporate revenue/EBITDA/TSR metrics, improving pay-for-performance alignment .
- Retention: At-will structure with modest severance and ongoing vesting supports retention but reduces entrenchment risk; change-of-control provisions discourage unearned vesting, aligning with shareholder-friendly governance .
- Trading signals: Significant vested and vesting equity (warrants/options) warrants monitoring for Form 4 activity and option exercises near expirations; current policies mitigate hedging/pledging risks .