Mark S. Alarie
About Mark S. Alarie
Mark S. Alarie (age 61) has served as an independent director of Castellum, Inc. since October 12, 2022, and currently chairs the Compensation, Culture, and People Committee; he also serves on the Audit Committee and the Nominating & Governance Committee . He is an angel investor focused on early-stage U.S. technology companies, previously president of ICertainty, co-founder/principal at CameronBlue Capital and principal at CrossHill Financial Group, with prior roles at Legg Mason and Alex Brown; he holds a BA in economics from Duke University and an MBA from The Wharton School and played professional basketball for the Denver Nuggets and Washington Bullets . The Board has affirmatively determined Mr. Alarie is independent under NYSE American standards and the company’s guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ICertainty | President | 2009–2012 | Led operations; technology focus |
| CameronBlue Capital | Co-founder & Principal | Not disclosed | Technology-focused investing in DC region |
| CrossHill Financial Group | Principal | Not disclosed | Private equity fund manager/investor |
| Legg Mason; Alex Brown | Investment banking roles serving institutional investors | Not disclosed | Capital markets/institutional coverage |
External Roles
| Organization | Role | Tenure | Details |
|---|---|---|---|
| Various early-stage tech investments | Angel investor | Current | U.S. technology companies |
Board Governance
- Independence: Board determined Messrs. Alarie, Campbell, Champoux, and McMillen are independent; majority-independent board .
- Committee assignments:
- Audit Committee member (effective August 8, 2024); Audit Chair is C. Thomas McMillen .
- Compensation, Culture, and People Committee member and Chair (chair effective March 8, 2024) .
- Nominating & Governance Committee member; Chair is John F. Campbell .
- Meetings and engagement: 2024 Board held 11 meetings; Audit held 5; Compensation held 4; Nominating & Governance held 5 .
- Annual meeting attendance: For FY2023 annual meeting (held May 29, 2024), all directors except Ms. Frost and Mr. Campbell were present (implies Mr. Alarie attended) .
- Board leadership: Independent Chair (Bernard S. Champoux); no separate Lead Independent Director because Chair is independent; independent-only sessions available on request .
Fixed Compensation
| Component | Amount | Timing/Terms | Notes |
|---|---|---|---|
| Annual Board retainer (non-employee directors) | $60,000 → $30,000 | Reduced effective July 1, 2024 | Cost discipline and alignment with financial condition |
| Chair fees – Board | $15,000 | Annual | Board chair: $15k |
| Chair fees – Audit | $15,000 | Annual | Audit chair: $15k |
| Chair fees – Compensation | $10,000 | Annual | Compensation chair: $10k |
| Chair fees – Nominating & Governance | $10,000 | Annual | NGC chair: $10k |
| Cash payment policy | Cash payments deferred (May 2023) | Ongoing; $74,501 paid in 2024; $515,221 accrued at 12/31/2024 | Deferral approved by Board to conserve cash |
| 2024 Director Compensation (Mr. Alarie) | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | 53,118 | Includes pro-rata chair fee for Compensation Committee |
| Stock awards (grant-date fair value) | 74,581 | Mix of restricted stock (H1’24) and stock options (granted 7/1/24) valued under ASC 718 |
| Total | 127,699 | Sum of cash and equity grant-date values |
| Cash actually paid during 2024 | 15,143 | Reflects partial cash payments |
| Accrued (owed) at 12/31/2024 | 97,975 | Deferred amounts for 2023–2024 |
Performance Compensation
| Equity Component | Grant Size | Pricing/Term | Vesting | Notes |
|---|---|---|---|---|
| Restricted common stock (non-employee directors) | Pro-rata portion of $60,000 fair value (H1’24) | Fair value based on $0.29/share (Jan 1, 2024 close); 206,186 shares earned across four directors, 90,948 for one director; not yet issued | Vests ratably over 12 months following grant | Program terms; director-level share counts not individually disclosed |
| Stock options (non-employee directors) | 125,000 options per director (7/1/24–6/30/25) | Exercise price = closing price on grant date; $0.212/share on July 1, 2024; 7-year term | Vests ratably over 12 months following grant | Shift from cash/RSU to option-based comp in H2’24 |
| Performance Metrics and Conditions (Director Compensation) | Disclosure |
|---|---|
| Explicit performance metrics tied to director equity or cash | None disclosed; director equity vesting is time-based |
Other Directorships & Interlocks
| Company/Organization | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Mr. Alarie in CTM’s proxy |
Expertise & Qualifications
- Finance and investing: Private equity fund manager/investor (CameronBlue, CrossHill); investment banking experience (Legg Mason, Alex Brown) .
- Technology sector exposure: Focused on software/tech investments in the DC region; former president of ICertainty .
- Education: BA in economics (Duke University); MBA (Wharton School, University of Pennsylvania) .
- Additional background: Professional athlete; leadership experience through business roles .
Equity Ownership
| Ownership Category | Amount | Detail/Status |
|---|---|---|
| Beneficial ownership (common) | 321,253 shares; <1% | Based on 84,891,874 shares outstanding at 3/21/2025; “less than 1%” reported |
| Direct common shares | 112,920 | Sole voting/dispositive power |
| Stock options counted in beneficial ownership | 208,333 | Vested and exercisable within 60 days |
| Unvested stock options | 41,667 | Vests over time; not included in beneficial count |
| Hedging/pledging | Prohibited by policy | Company Insider Trading Policy prohibits hedging and pledging |
Governance Assessment
- Board effectiveness and engagement: Mr. Alarie is active across three key committees and chairs Compensation, enhancing oversight of pay, culture, and people; he added Audit membership in 2024, expanding financial oversight; Board held 11 meetings in 2024 and he attended the FY2023 annual meeting (May 29, 2024) .
- Independence and alignment: Affirmed independent; equity grants (restricted stock, then options) create alignment; hedging/pledging bans support investor alignment; company adopted clawback policy consistent with SEC/NYSE American rules (for executives) .
- Compensation structure signals: Shift from higher cash retainers to lower cash plus options in H2’24 and formal deferral of director cash fees indicates cash conservation and greater equity linkage; as Compensation Chair, Mr. Alarie oversaw engagement of an independent compensation consultant in March 2024 to redesign executive compensation toward performance alignment and peer comparability .
- Potential conflicts/related party exposure: Proxy discloses related-party items (e.g., Kaunitz note; SSI earnout) but none attributed to Mr. Alarie; Audit Committee reviews related-party transactions for independence .
RED FLAGS
- Deferred director cash fees with sizable accruals (company-wide $515,221 accrued; Mr. Alarie $97,975 accrued) can signal liquidity constraints and raise questions on compensation timing and governance optics .
- Concentration of committee responsibilities: Serving on Audit, Compensation (as Chair), and Nominating & Governance simultaneously increases workload; risk of oversight fatigue should be monitored (mitigated by majority-independent board and clear committee charters) .
- Option grants at low exercise prices ($0.212/share on July 1, 2024) increase equity leverage; while aligned, they may incentivize short-term share price focus if not balanced with long-term governance objectives .