Edward Straw
About Edward M. Straw
Vice Admiral Edward M. Straw, USN (Ret.) is an independent director of HSDT (now Solana Company) and has served on the board since November 2014, bringing deep logistics and global operations expertise from senior roles in the U.S. Navy and Fortune 500 companies . He is 85 years old, holds a B.S. from the United States Naval Academy, an MBA from The George Washington University, and is a graduate of the National War College . The board has classified him as independent under Nasdaq standards; in 2024 all directors other than the CEO and CFO were deemed independent, which includes Mr. Straw .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Defense Logistics Agency | Director (CEO), U.S. Department of Defense logistics command | 35-year Navy career; retired as three-star admiral | Led the largest U.S. military logistics command |
| Estée Lauder Companies | President, Global Operations | 2000–2005 | Led global supply chain/operations |
| Compaq Computer Corporation | Senior Vice President, Global Operations | 1998–2000 | Oversaw global operations |
| Ryder Integrated Logistics | President | 1996–1998 | Led integrated logistics business |
External Roles
| Organization | Role | Status |
|---|---|---|
| Osprey Venture Partners | Founder and Managing Director | Current |
| Boston Consulting Federal Group | Lead Independent Director | Current |
| Academy Securities | Director | Current |
| Odyssey Logistics | Lead Independent Director; former Chairman | Current/former |
| Eddie Bauer | Director; Audit Committee member | Former |
| MeadWestvaco | Director; Audit Committee member | Former |
| Ply Gem Industries | Director | Former |
| Panther Logistics | Director | Former |
Board Governance
- Committee assignments (2024-2025): Audit Committee member; Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- Independence: Board determined directors other than the CEO and CFO to be independent in 2024; Compensation and Nominating Committees comprised solely of independent directors (includes Mr. Straw) .
- Attendance: Board met five times in 2023 and four times in 2024; each director serving in those years attended at least 75% of board and committee meetings during their service .
- Policies: Company prohibits director/officer hedging; maintains an insider trading policy with pre-clearance and blackout periods; and adopted a clawback policy compliant with Nasdaq rules .
Fixed Compensation
- Director pay structure: Annual cash retainer $35,000 (non-chair); committee chair fees ($16,000 Audit; $10,000 Compensation; $7,500 Nominating); committee member fees ($8,000 Audit; $5,000 Compensation; $5,000 Nominating). Annual equity retainer target ~$50,000, generally 70% in options and 30% in RSUs vesting 1/12 monthly; in 2024 the board received equivalent options plus a cash true-up in lieu of RSUs .
| Year | Cash Fees (USD) | Equity Awards (USD) | Total (USD) |
|---|---|---|---|
| 2024 | $63,951 | $26,195 (options) | $90,146 |
| 2023 | $58,000 | $29,911 (options); $12,964 (RSUs) | $100,875 |
Performance Compensation
- Director equity design: Non-employee director annual equity retainer, typically 70% stock options and 30% RSUs, vesting monthly over 12 months; no performance metrics are applied to director equity awards. In 2024, RSUs were replaced by additional options plus a cash make-whole equal to $50,000 minus option Black-Scholes value .
| Component | Instrument | Vesting | Performance Link |
|---|---|---|---|
| Annual equity retainer | Options (70%) | 1/12 monthly | None disclosed |
| Annual equity retainer | RSUs (30%) | 1/12 monthly | None disclosed |
| 2024 design change | Options + cash in lieu of RSUs | Options vest per policy | None disclosed |
Other Directorships & Interlocks
- Current outside roles include GIG/defense and logistics-aligned boards (Boston Consulting Federal Group, Academy Securities, Odyssey Logistics) and venture activities (Osprey Venture Partners). Historical public company board service included Eddie Bauer and MeadWestvaco audit committees. No related-party transactions involving Mr. Straw were disclosed for 2023–2025 .
Expertise & Qualifications
- Key skills: global supply chain and logistics leadership (Estée Lauder, Compaq, Ryder; Director of DLA) and board-level audit experience at prior public companies .
- Education: B.S. United States Naval Academy; MBA The George Washington University; National War College .
Equity Ownership
| As-of Date | Common Shares | Options Exercisable/within 60 days | Ownership % |
|---|---|---|---|
| Oct 1, 2025 | 2 shares | 2,664 shares | <1% |
| Apr 25, 2025 | 120 shares | 2,414 shares | <1% |
| May 28, 2024 | 1,801 shares | 6,274 shares | <1% |
Notes: Share counts reflect multiple reverse splits and equity plan changes over time; percentages are based on the company’s reported outstanding shares on each record date in the cited filings .
Governance Assessment
- Strengths: Brings rare, relevant operating and logistics oversight; serves as Compensation Committee Chair and Audit Committee member, with committees composed of independent directors; consistent 75%+ attendance; company has robust policies on hedging, insider trading, and clawbacks .
- Alignment: Director pay uses modest cash retainers supplemented by time-vested equity, with 2024 adjustments documented transparently; Mr. Straw’s beneficial ownership is small and unpledged; no related-party dealings disclosed for him in reviewed periods .
- Watch items: In 2025, the board chair became non-independent (Joseph Chee), reducing independent leadership at the board level; however, key committees remain independent and chaired by independent directors (including Mr. Straw on Compensation) . Say-on-pay last reported result (2021) showed strong support (92.2%) but an updated 2024/2025 vote outcome was not disclosed in the reviewed materials .
Appendix: Executive Pay Metrics (context for Compensation Committee oversight)
- 2023 bonuses paid at 50% of target based on revenue, financing, R&D, and manufacturer transition goals; 2024 bonuses approved at 83% of target based on similar criteria—demonstrating explicit metric-setting and outcome calibration that fall under the Compensation Committee’s remit (chaired by Mr. Straw) .
- Committee processes: authority over strategy, policies, plans; independent adviser engagement protocols; CEO excluded from his own pay deliberations .