James Craig Nixon
About James Craig Nixon
Independent director since July 15, 2021; age 64. Retired Brigadier General (U.S. Army) with a 29-year special operations career; post-service CEO/operator and consultant focused on technology and security. Education: Auburn University (undergraduate); master’s degrees from the Command and Staff College and Air War College; Ranger Hall of Fame and Auburn University at Montgomery Top Fifty Alumni (2017) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Army (Special Operations; JSOC, USSOCOM) | Brigadier General; Commander, 75th Ranger Regiment; Director of Operations (JSOC/USSOCOM) | 29-year career (dates per biography) | Decorated: Distinguished Service Medal, Silver Star, 3 Bronze Stars, Purple Heart |
| ACADEMI / Constellis Group | Chief Executive Officer; Built Constellis via organic growth & acquisitions | 2013–~2016 (three years) | Tripled revenue to >$1B and fivefold increase in EBITDA; scaled to >10,000 employees in 30 countries |
| McChrystal Group | Original Partner | Post-2011 retirement (dates not disclosed) | Led leadership consulting engagements with technology-focused Fortune 500 companies |
| Nixon Six Solutions | Founder & Chief Executive Officer | January 2016–present | Growth/market entry strategy, leadership, M&A consulting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nixon Six Solutions | Founder & CEO | Jan 2016–present | Consulting firm; growth and M&A focus |
| Various government and technology boards | Board member | Not disclosed | Biographical disclosure notes multiple boards; specific entities not named |
Board Governance
- Independence: Board affirmatively determined Nixon is independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments and chair roles (current):
- Compensation Committee: Chairman .
- Corporate Governance & Nominating Committee: Chairman .
- Audit Committee: Member (independent) .
- Audit committee financial experts designated: Mavrommatis and Lonegro (Nixon not designated) .
- Board activity: Board held eight meetings in 2024; Audit Committee held four telephonic meetings with auditors .
- Section 16 compliance: All required reports timely except Nixon reported three purchase transactions late on one Form 4 .
Fixed Compensation
| Component | Structure/Policy | 2024 Amount (Nixon) |
|---|---|---|
| Board retainer (cash/equity mix) | $40,000 annually for independent directors; 40% cash / 60% stock or options by default; directors may elect up to 100% in stock | $0 cash; elected all-stock |
| Chair fees | $10,000 per committee chair | Included in total |
| Meeting fees | Not disclosed | Not disclosed |
| Total director compensation (2024) | Fees plus equity grants; fair value computed per ASC 718 | $50,000 (all in stock) |
Performance Compensation
| Performance-linked element | Metric details | 2024 Grant Structure |
|---|---|---|
| Director non-equity incentives | None disclosed | N/A |
| Equity awards with performance conditions | None disclosed for directors | Stock awards; grant-date fair value per ASC 718; Nixon elected 100% stock compensation |
Clawback policy: Compensation Committee oversees Company’s Policy for the Recovery of Erroneously Awarded Compensation; specific triggers/enforcement history not disclosed .
Other Directorships & Interlocks
| Company | Role | Committee roles | Potential interlocks |
|---|---|---|---|
| Public company boards | None disclosed | — | — |
| Private/government/technology boards | Various (not named) | Not disclosed | Not disclosed |
- Related-party transaction oversight: Audit Committee reviews and approves/ratifies related person transactions; Governance Committee oversees Code of Ethics; Related Party Transaction Policy requires majority approval by independent directors and Governance Committee .
Expertise & Qualifications
- Military and operations leadership; technology/security industry experience; M&A execution; large-scale organizational scaling .
- Degrees: Auburn University (undergrad); master’s degrees from Command and Staff College and Air War College .
- Honors: Ranger Hall of Fame; Auburn University at Montgomery Top Fifty Alumni (2017) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| James C. Nixon | 57,233 | <1% (denoted as “*”) | As of April 4, 2025; beneficial ownership per SEC rules |
- Pledging/hedging: Not disclosed.
- Vested vs. unvested breakdown: Not disclosed for directors.
- Options: No director option awards disclosed for 2024; Nixon’s annual compensation taken in stock (not options) .
Insider Trades and Compliance
| Disclosure | Detail |
|---|---|
| Late Form 4 | Three purchase transactions reported late on one Form 4 (company states filings otherwise timely) |
Governance Assessment
- Strengths:
- Independent director with significant leadership/operational credentials; chairs Compensation and Governance committees, signaling strong governance involvement .
- Director compensation elected entirely in stock ($50,000 in 2024), enhancing ownership alignment; chair fees embedded; modest absolute pay level for micro-cap context .
- Clear policy frameworks: clawback oversight in Compensation Committee; related-party transaction approval processes involving independent directors and Governance Committee; Audit Committee responsibility for related-person transactions .
- Watch items / red flags:
- Section 16 reporting lapse (late Form 4) indicates minor compliance weakness; monitor for recurrence .
- Not designated as an audit committee financial expert; ensure adequate financial expertise balance on the Audit Committee remains robust (currently covered by Mavrommatis and Lonegro) .
- External commitments broadly referenced (multiple boards; active consulting CEO); while experience is additive, monitor for overboarding or conflicts; no specific related-party exposure disclosed for Nixon .
Overall: Nixon brings high-stakes operational leadership and M&A experience with meaningful governance engagement (committee chair roles) and equity alignment. Aside from a minor reporting lapse and absence of ACF designation, disclosures do not indicate material conflicts or related-party transactions involving Nixon; ongoing monitoring of external engagements and transaction reviews is prudent .