Glen R. Ives
About Glen R. Ives
Glen R. Ives (69) is President and Chief Executive Officer of Castellum, Inc. (CTM) since July 1, 2024; he previously served as COO (Feb 2022–Jun 2024), Chief Growth Officer and Navy/Marine Corps division CEO (Feb 2021–Feb 2022), and CEO/President of CTM subsidiary Corvus Consulting’s government sales and operations. He is a U.S. Naval Academy graduate (B.S., political science) and U.S. Army War College graduate; a former Naval Officer and Naval Aviator with 3,800+ flight hours . Under his tenure, CTM reported its first-ever quarterly GAAP net income in Q3 2025 ($0.39M) on record revenue of $14.6M (up from $14.0M in Q2 2025 and $11.6M in Q3 2024), with adjusted EBITDA of $1.08M, record cash of $17.8M, and reduced debt of $2.4M . For FY 2024 (pre-CEO for half-year), revenue was $44.8M (-1.1% y/y) and operating loss improved 56.5% to $(7.2)M, reflecting cost discipline and restructuring . Backlog at year-end 2024 was $100.5M (funded/unfunded/priced options) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Castellum, Inc. | President & CEO | Jul 1, 2024–present | Led to first-ever quarterly GAAP net income (Q3’25), record cash and debt reduction; articulated focus on cash flow, prime contract wins, product/IP investment, and selective M&A . |
| Castellum, Inc. | Chief Operating Officer | Feb 2022–Jun 2024 | Operational leadership during cost restructuring and margin improvement in 2024; operating loss reduced vs 2023 . |
| Castellum, Inc. | Chief Growth Officer; CEO, Navy/Marine Corps division | Feb 2021–Feb 2022 | Growth leadership; performance option milestone for Navy division ($25M revenue/$2.5M EBITDA over 12 months) achieved in 2023 . |
| Corvus Consulting, Inc. (CTM subsidiary) | CEO & President, Government Sales & Operations | Concurrent with COO role | Oversaw subsidiary execution in USG markets . |
| Sabre Systems, Inc. | General VP; President; CEO | Jul 2008–Jan 2021 | Led enterprise delivering software/systems engineering in Cyber, AI/ML, C5ISR, data analytics, cloud, digital transformation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| U.S. Navy | Naval Officer & Naval Aviator | Prior to 2008 | 3,800+ flight hours; leadership/operations experience . |
| U.S. Army War College | Graduate | N/A | Strategic education; complements federal market leadership . |
| U.S. Naval Academy | B.S., Political Science | N/A | Undergraduate degree . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Cash Bonus ($) | Notes |
|---|---|---|---|---|
| 2024 | 287,500 | 100% of base (50% performance, 50% discretionary) under CEO agreement effective Jul 1, 2024; earlier COO plan had 35% target | 137,500 | Company did not achieve CEO “Incentive Bonus” thresholds for 2024; discretionary/legacy components drove payout . |
| 2023 | 268,750 | 35% of base (COO) | 96,667 | Discretionary bonus tied to Navy division growth and Ives’ performance . |
Performance Compensation
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Annual bonus design (CEO agreement, effective July 1, 2024): up to 100% of base, split 50% performance (company thresholds) and 50% discretionary by Compensation, Culture, and People Committee. Company did not meet performance thresholds for 2024; discretionary element remains at committee discretion .
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Option/Equity awards and vesting schedules:
- CEO new-hire option (750,000 shares at $0.21, grant 7/1/2024): 7-year term; vests 62,500 per month over initial term .
- Discretionary grant (1/22/2025, 500,000 options: 250,000 time-based vesting 6,944/month; 250,000 vest upon meeting a performance measure, then 6,944/month; strike $1.07, exp. 1/21/2032) .
- Legacy COO grants and performance conditions:
- 1/1/2022: 250,000 time-based options (10,417/month) and 250,000 performance-based; strike $3.40; exp. 12/31/2028 .
- 4/1/2023: 400,000 options (8,333/month) at $1.38, exp. 3/31/2030 .
- 7/1/2021: 750,000 time-based (15,625/month) + 750,000 performance-based at $1.60, exp. 6/30/2028 . Performance tranches: 250k vested on SSI acquisition (2022); 250k vest upon Navy division $25M revenue/$2.5M EBITDA in any 12 months (achieved 2023); remaining 250k vest upon Company reaching $100M revenue run-rate based on quarterly performance (not achieved) .
Detailed performance-comp table:
| Incentive element | Weighting | Target | Actual (2024) | Payout | Vesting/terms |
|---|---|---|---|---|---|
| CEO Incentive Bonus | 50% of 100% | Company performance thresholds | Not achieved | 0% | Annual, subject to thresholds . |
| CEO Discretionary Bonus | 50% of 100% | Committee discretion | Not disclosed | Not disclosed | Annual, committee discretion . |
| Legacy COO discretionary/target bonus | 35% of base | Navy division growth + individual performance | $137,500 (2024) | Paid | Annual . |
| Performance options (SSI acquisition) | N/A | Close SSI deal | Achieved 2022 | 250,000 options vest | 7/1/2021 grant terms . |
| Performance options (Navy division metric) | N/A | $25M revenue and $2.5M EBITDA in any 12 months | Achieved 2023 | 250,000 options vest | 7/1/2021 grant . |
| Performance options (Company run-rate) | N/A | $100M revenue run-rate based on quarterly performance | Not achieved | 0 | 7/1/2021 grant . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 2,656,961 common-equivalent shares (3.04% of outstanding 84,891,874 as of 3/21/2025) . |
| Components | 187,616 common shares; 220,000 Series C preferred (convertible into 137,500 common); 3,650,000 options of which 2,331,845 vested and 1,318,155 unvested/performance-based . |
| Vested vs unvested | Vested options 2,331,845; unvested/options subject to time or performance 1,318,155 . |
| Outstanding equity awards detail | See table below . |
| Hedging and pledging | Both prohibited by Insider Trading Policy (amended Nov 9, 2023) . |
| Clawback | Dodd-Frank compliant clawback adopted Nov 9, 2023 for incentive compensation in 3-year lookback after restatement . |
| Ownership guidelines | Not disclosed in proxy (no stated multiple) . |
Outstanding equity awards (Ives) at 12/31/2024:
| Grant date | Exercisable (#) | Unexercisable (#) | Exercise price | Expiration |
|---|---|---|---|---|
| 01/22/2025 | 41,667 | 458,333 | $1.07 | 01/21/2032 |
| 07/01/2024 | 625,000 | 125,000 | $0.21 | 06/30/2031 |
| 04/01/2023 | 208,333 | 191,667 | $1.38 | 03/31/2030 |
| 01/01/2022 | 238,095 | 511,905 | $3.40 | 12/31/2028 |
| 07/01/2021 | 1,218,750 | 31,250 | $1.60 | 06/30/2028 |
Employment Terms
| Term | Key provisions |
|---|---|
| Agreement | CEO employment agreement effective Jul 1, 2024; initial 1-year term; extended one year on Apr 3, 2025 . |
| Base salary | $300,000 per year (paid per normal payroll) . |
| Annual bonus | Up to 100% of base: 50% performance-based on Company thresholds; 50% discretionary by committee . 2024 performance thresholds were not achieved . |
| Equity | 750,000 options at grant (7/1/2024) at $0.21, 7-year term, vest 62,500/month during initial term . |
| Severance | If terminated without cause or resigns for good reason: base salary for up to 12 months (earlier of 12 months or end of employment period); subject to release . |
| Restrictive covenants | Confidentiality, non-competition, non-solicitation, non-disparagement . |
| Change in control (legacy grants) | Under prior 7/1/2021 COO agreement: all unvested time-based options vest upon sale of control; performance-based options vest on sale only if price ≥ $8/share . |
| Legacy bonus accrual | $236,895 accrued but unpaid bonuses as of Jun 30, 2024; none remained unpaid at Dec 31, 2024 . |
Board Governance (director service, committees, independence)
- Board service: Ives is a new director nominee for election at the 2025 Annual Meeting; he is not independent as a current employee .
- Committees: Management directors do not serve on committees; employees receive no director compensation . Ives is not listed with any committee memberships as a nominee .
- Board structure: Independent Chair (Bernard S. Champoux) since Oct 2022; no Lead Independent Director because the Chair is independent .
- Independence: 4 of 6 current directors are independent under NYSE American standards .
- Meetings: 11 board meetings in FY 2024 (plus 10 unanimous written consents) ; in FY 2023 each director attended at least 75% of board and committee meetings .
- Cybersecurity oversight: Assigned to the Audit Committee; periodic updates by COO and security leadership .
- Committee leadership (2024): Audit (Chair: C. Thomas McMillen; expanded to 4 members in Aug 2024), Compensation (Chair: Mark S. Alarie since Mar 8, 2024), Nominating & Governance (Chair: John F. Campbell) .
Performance & Track Record
| Metric | Period | Result |
|---|---|---|
| Revenue | Q3 2025 | $14.6M (record; up from $14.0M in Q2 2025 and $11.6M in Q3 2024) . |
| GAAP net income | Q3 2025 | $0.39M (first-ever positive quarter) . |
| Adjusted EBITDA | Q3 2025 | $1.08M . |
| Cash and debt | Q3 2025 | Cash $17.8M (record); total debt $2.4M . |
| Revenue | FY 2024 | $44.8M (down 1.1% y/y) . |
| Loss from operations | FY 2024 | $(7.24)M (improved 56.5% vs 2023) . |
| Backlog | 12/31/2024 | $100.5M total (funded $12.74M; unfunded $15.37M; priced options $72.37M) . |
Compensation Structure Analysis (alignment, red flags)
- Shift to performance orientation: CEO plan (effective mid-2024) targets 50% of annual bonus on objective thresholds, with the other 50% discretionary; Company disclosed it did not achieve the performance thresholds for 2024, curtailing the performance half of the bonus .
- Equity-heavy, long-dated options with monthly vesting: Significant option grants vest monthly (e.g., 62,500/month from the 7/1/2024 grant), creating a steady vesting cadence that can translate into ongoing sellable supply; prior performance option tranches were tied to tangible acquisition and business milestones, two of which have been achieved (SSI close; Navy division revenue/EBITDA), with the $100M run-rate tranche outstanding .
- Governance protections: Company prohibits hedging and pledging; has a Dodd-Frank compliant clawback policy; employees receive no board pay, reducing conflicts for executive-directors .
- Peer alignment under review: Committee retained an independent consultant in March 2024 to redesign executive pay (metrics, equity, and director pay), aiming to tie compensation to peer practices and relative shareholder returns; structural changes began July 1, 2024 .
Related-Party and Other Governance Considerations
- No Ives-related party transactions disclosed; a legacy accrued bonus due to Ives as of June 30, 2024 ($236,895) was fully resolved by year-end 2024 .
- Equity plan overhang expanding: Board is seeking shareholder approval to increase the Amended 2021 Stock Incentive Plan reserve to 9,000,000 shares (from 6,000,000), potentially increasing dilution and equity supply for incentive programs .
Director Compensation (for context)
- Non-employee directors: Board cash retainer reduced from $60,000 to $30,000 effective July 1, 2024; additional chair fees remain (Board Chair $15,000; Audit Chair $15,000; Compensation Chair $10,000; N&G Chair $10,000). May 2023 deferral of cash fees remains, leading to accrued unpaid director fees; equity mix shifted to 125,000 stock options (7-year term) for the period July 1, 2024–June 30, 2025, vesting ratably monthly . Employees (including Ives) receive no board compensation .
Investment Implications
- Alignment and incentives: Ives’ package blends cash (base/bonus) with sizable options and milestone-based vesting. The 50% performance bonus gate not met for 2024 suggests some discipline; two legacy performance option triggers have been achieved, while the $100M run-rate target remains unfulfilled, preserving forward incentive .
- Supply/vesting overhang: The monthly vesting cadence (e.g., 62,500 options/month from the 7/1/2024 grant) and a proposed plan share increase to 9,000,000 could contribute to incremental stock supply over time, a potential overhang for shares, albeit with strong anti-hedging/pledging constraints .
- Retention risk mitigants: One-year CEO contract with automatic renewal (extended April 3, 2025), 12 months’ severance on no-cause/Good Reason, robust non-compete/non-solicit, and clear vesting schedules support retention; resolved legacy bonus accruals remove a near-term friction point .
- Governance structure: Ives is CEO and (if elected) a director, but the Chair is independent and no lead independent director is named; committees are fully independent, hedging/pledging are prohibited, and clawback is in place—tempering dual-role concerns .
- Execution bar: Early signs of operational improvement (first-ever GAAP-positive quarter; record cash; debt reduced) are constructive; however, CTM remains exposed to U.S. government budget dynamics and contract timing (as detailed in 10-K risk factors), and FY 2024 results still reflected losses and modest revenue decline .