John F. Campbell
About John F. Campbell
Independent director (age 67), serving on Castellum’s board since October 12, 2022 following prior service on the advisory board (Oct 2019–Oct 2022). He is President of John F. Campbell & Associates (founded May 2016), a retired U.S. Army four‑star general (37 years), and holds a B.S. in engineering from the United States Military Academy and an M.P.A. from Golden Gate University . Campbell is classified as independent under NYSE American standards and the Company’s guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Army | Four‑star General; multiple command and leadership assignments | 37 years; retired | Led large, complex organizations (700 to 1.2M personnel); expertise in strategic analysis, risk, communications, policy; Congressional and international engagement |
| John F. Campbell & Associates | Founder and President | May 2016–present | Strategic consulting leadership |
| Castellum, Inc. | Advisory Board Member | Oct 2019–Oct 2022 | Supported governance before public offering |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| BAE Systems, Inc. | Outside Director | Not disclosed | U.S. subsidiary of BAE Systems plc (defense/aerospace) |
| Rolls‑Royce North America, Inc. | Outside Director | Not disclosed | U.S. subsidiary of Rolls‑Royce plc (aerospace/defense) |
| AM General | Advisory Board Member | Not disclosed | Manufacturer of Humvee/JLTV; advisory capacity |
Potential interlocks: All three entities operate in defense/aerospace ecosystems that overlap with Castellum’s government contracting end‑markets; Castellum’s related‑party transaction policy requires Audit Committee approval for any related‑person transactions >$120,000, and none are disclosed involving Campbell or these organizations .
Board Governance
- Independence: Board determined Campbell is independent; the Board maintains a majority of independent directors .
- Committee assignments:
- Chair, Nominating & Governance Committee (NGC) .
- Member, Audit Committee (appointed Aug 8, 2024) .
- Member, Compensation, Culture & People Committee .
- Committee activity in FY2024: Audit (5 meetings), Compensation (4), NGC (5) .
- Board leadership: Independent Chair (Bernard S. Champoux); no lead independent director given Chair’s independence .
- Attendance: At the 2024 annual meeting (held May 29, 2024), all directors except Ms. Frost and Mr. Campbell were present in person or virtually .
Fixed Compensation
| Component | Details | Source |
|---|---|---|
| Board cash retainer | $60,000 annual (Jan 1–Jun 30, 2024); reduced to $30,000 effective Jul 1, 2024 | |
| Committee chair fees | NGC Chair: $10,000 annual; Audit Chair $15,000; Compensation Chair $10,000 (Campbell is NGC Chair) | |
| Cash paid/accrued (FY2024) | Fees earned or paid in cash: $55,000; cash payments during year $16,000; accrued but unpaid at 12/31/2024: $106,500 (reflecting May 2023 deferral policy) | |
| Deferral policy | Board deferred further cash payments to directors/chairs (from May 2023) until further notice; $515,221 aggregate deferred fees accrued at 12/31/2024 |
Performance Compensation
| Equity Award | Grant specifics | Vesting | Terms | Source |
|---|---|---|---|---|
| Restricted common stock (FY2024 cycle) | Directors entitled to pro‑rata grant with $60,000 grant‑date fair value for 1H2024 (based on $0.29/share closing price Jan 1, 2024); amounts not yet issued; Campbell’s stock awards totaled $74,581 in FY2024 | |||
| Stock options (annual director grant) | 125,000 options per non‑employee director granted Jul 1, 2024 at $0.212 exercise price | Vests ratably over 12 months following grant | 7‑year term |
No director performance metric framework (e.g., TSR/EBITDA targets) is disclosed for director equity grants; awards are time‑based in FY2024 .
Other Directorships & Interlocks
| External Board/Body | Sector Overlap | Potential Conflict Considerations |
|---|---|---|
| BAE Systems, Inc.; Rolls‑Royce North America, Inc.; AM General advisory board | Defense/aerospace and government contracting | No related‑party transactions disclosed involving Campbell; any future transactions would be subject to Audit Committee approval under the Company’s related‑person policy |
Expertise & Qualifications
- Financial/governance: Experience as board and audit committee member at other public companies; governance expertise cited in biography .
- Strategy/risk: Documented ability in strategic risk assessment, communications, interagency policy, and international leadership; Congressional engagement experience .
- Education: B.S. (engineering), United States Military Academy; M.P.A., Golden Gate University .
Equity Ownership
| Ownership Component | Amount | Status/Notes |
|---|---|---|
| Common shares | 126,537 | Sole voting/dispositive power |
| Stock options | 325,000 | 283,333 vested; 41,667 time‑vesting outstanding |
| Total beneficial ownership | 409,870 | <1% of shares outstanding (84,891,874 common shares as of Mar 21, 2025) |
| Pledging/hedging | Company policy prohibits hedging and pledging by directors/officers/employees |
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) compliance | All Section 16(a) reporting persons (officers/directors) were in compliance during FY2024 |
Governance Assessment
-
Strengths:
- Independent director with deep strategic, risk, and governance expertise; chairs NGC and serves on Audit and Compensation committees—signals high engagement in board effectiveness, nomination, succession, and oversight .
- Majority‑independent board; independent Chair; robust prohibitions on hedging/pledging and a clawback policy aligned with NYSE American and SEC rules .
- Director cash fees reduced in 2H2024 with deferrals in place, aligning cash conservation with equity incentives—signals alignment in a capital‑constrained environment .
-
Watch items / RED FLAGS:
- Annual meeting attendance: Campbell was not present at the 2024 annual meeting; isolated absence but noteworthy for investor engagement tracking .
- Accrued but unpaid director fees ($106,500 for Campbell at 12/31/2024) under deferral policy—monitor liquidity and governance optics around prolonged deferrals .
- Broader defense sector interlocks (BAE Systems, Rolls‑Royce, AM General): no related‑party transactions disclosed; maintain surveillance for potential conflicts or information flow risks given overlapping end‑markets; Company policy requires Audit Committee review/approval of RPTs >$120,000 .