Garry Dean
About Garry Dean
Garry Dean, age 68, is an independent director of Innovative Solutions and Support, Inc. (ISSC) and currently chairs the Nominating & Corporate Governance Committee; he joined the Board in 2024 and is standing for re‑election in 2025 . His background includes senior military aviation leadership and commercial airline experience, with recent public service in Virginia focused on oversight and veteran affairs; the Board cites his expertise in business development, governmental relations for defense contracting, and military aviation as adding value to ISSC’s retrofit market strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delta Air Lines | International Captain (B757/767) | 2015–2020 | Operational leadership in commercial aviation |
| Arlington County, VA | Commissioner & Vice‑Chair, Community Oversight Board of the Police | 2021–2024 | Civil oversight and governance |
| Commonwealth of Virginia | Appointee, Joint Leadership Council of Veterans Service Organizations | 2023–present | Legislative liaison to assist veterans and families |
| National Guard Bureau / Air National Guard | Mentor & Advisor to the Chief NGB and Director ANG | 2016–present | Advisory support on critical issues in military aviation |
External Roles
| Organization | Capacity | Notes |
|---|---|---|
| Arlington County Community Oversight Board | Commissioner & Vice‑Chair | Oversight of policing practices |
| Virginia JLC of Veterans Service Organizations | Council Member | Policy proposals supporting veterans |
| National Guard Bureau / Air National Guard | Mentor & Advisor | Ongoing advisory role since 2016 |
Board Governance
- Independence: The Board affirmatively determined Garry Dean is independent under Nasdaq listing standards; all members of the Audit, Nominating & Corporate Governance, and Compensation Committees are independent .
- Committee Assignments: Chair, Nominating & Corporate Governance Committee; member composition is Dean (Chair) and Bressner .
- Attendance: In FY2024 the Board met 7 times; committees met Audit (5), Compensation (2), Nominating & Governance (1); all directors attended at least 75% of meetings .
- Annual Meeting Engagement: Directors are requested to attend; all then‑serving directors attended the 2025 Annual Meeting .
- Executive Sessions: The Board met in executive session from time to time in FY2024 .
- Lead Independent Director: Not disclosed.
- Governance Infrastructure: Charters in place for Audit, Compensation, Investment, and Nominating & Corporate Governance committees; annual Board/committee assessments overseen by Nominating & Governance .
- Compensation Committee Practices: Uses FW Cook as independent consultant; no interlocks and no insider participation by members .
Fixed Compensation
| Director | FY2024 Cash Fees ($) | FY2024 Stock Awards ($) | Total ($) |
|---|---|---|---|
| Garry Dean | 5,625 | 23,272 | 28,897 |
- Program Terms (non‑employee directors): Effective Jan 1, 2024, annual retainer $45,000 with RSU grant target value $75,000 (vests at 1‑year); pro‑rated cash/equity for directors elected outside the annual meeting; as of Feb 26, 2025, RSU target increased to $80,000 .
- Committee and Chair Fees (current schedule): Chairman of the Board +$30,000; Audit Committee members +$7,000 (raised from $5,000 on Feb 26, 2025); Compensation Committee members +$5,000; Nominating & Governance members +$3,750; Audit Chair +$12,000; Nominating & Governance Chair +$5,000; Compensation Chair +$7,500 .
- Mix Insight: FY2024 for Dean approx. 19.5% cash (5,625/28,897) vs. 80.5% equity (23,272/28,897) derived from values above .
Performance Compensation
| Item | Details |
|---|---|
| Annual Director Equity | RSUs granted on annual meeting date (Apr 18, 2024 for FY2024 cycle) with 1‑year vest; pro‑rated grants for mid‑year appointees . |
| Garry Dean FY2024 Equity | RSU grant fair value $23,272 (pro‑rated) . |
| Performance Metrics | None disclosed for director compensation; RSUs time‑based, not performance‑conditioned . |
Other Directorships & Interlocks
| Company | Role | Committees | Interlock/Conflict Note |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed for Dean . |
Expertise & Qualifications
- Defense/government relations for enterprises contracting with the U.S. government; supports ISSC’s retrofit market presence .
- Senior military aviation background; advisory roles to NGB and ANG leadership .
- Chairs Nominating & Corporate Governance, overseeing board composition, succession, governance structure .
Equity Ownership
| Holder | Shares Owned | % of Shares Outstanding |
|---|---|---|
| Garry Dean | Not disclosed; less than 1% (“*”) | <1% |
- Shares outstanding: 17,545,314 as of Feb 20, 2025 .
- Director Stock Ownership Policy: Non‑employee directors must hold shares equal to 3x annual cash base retainer; until compliant, must retain 50% of shares acquired upon vesting/exercise (net of taxes/exercise price) .
- Anti‑Hedging/Pledging: Hedging and pledging of company stock prohibited absent prior approval; margin purchases/holding in margin accounts prohibited .
- Compliance Status: Not disclosed at director level; policy reviewed annually .
Governance Assessment
- Positive Signals: Independence affirmed; chairing Nominating & Governance strengthens board oversight of composition/succession; strong attendance; formal governance charters and annual assessments; anti‑hedging/pledging and ownership requirements align incentives .
- Compensation Alignment: FY2024 director pay tilted toward equity (~80%); pro‑rated RSUs vest time‑based, fostering retention and alignment, though not performance‑linked .
- Shareholder Feedback: Prior say‑on‑pay support high (98% at 2023 meeting), indicating investor confidence in compensation governance broadly; next say‑on‑pay due in 2026 .
- RED FLAG — Related Party Exposure: ISSC entered a one‑year consulting agreement on Oct 18, 2024 with Peduzzi Associated, Ltd. (PAL), where Dean is President; PAL provides DOD business development; retainer $9,500/month. This creates a potential conflict/perceived independence risk, though Dean is not on the Audit Committee and the company states related party transactions are subject to Board/Audit Committee oversight per charter and policy .
- Compliance: Company reports timely Section 16 filings for FY2024 with one late Form 4 by another director (Bressner), none noted for Dean .
- Contextual Board Action: Board adopted a Shareholder Rights Plan to address risks from significant accumulations by non‑U.S. persons given DOD/ITAR/EAR constraints; demonstrates risk oversight but unrelated to Dean specifically .
Fixed Compensation (Program Detail)
| Component | Amount/Term |
|---|---|
| Annual Cash Retainer (non‑employee directors, effective 1/1/2024) | $45,000 |
| RSU Target (FY2024 grant) | $75,000; increased to $80,000 on 2/26/2025 |
| Committee Member Retainers | Audit $7,000; Compensation $5,000; Nominating & Governance $3,750 |
| Committee Chair Retainers | Audit $12,000; Compensation $7,500; Nominating & Governance $5,000 |
| Chairman of the Board | +$30,000 cash |
| Pro‑ration | For directors elected outside annual meeting; cash and equity pro‑rated |
Performance Compensation (Metrics Table)
| Plan | Metric | Target | Max | Weight |
|---|---|---|---|---|
| Director Compensation | None (time‑based RSUs) | — | — | — |
Related Party Transactions
- PAL Consulting Agreement: One‑year term from Oct 18, 2024; retainer $9,500/month; PAL led by Dean; services for DOD business development .
- Audit Committee/Board Policy: Related party transactions reviewed and approved; Audit Committee charter includes responsibility to review transactions with officers/directors/5% holders .
Insider Trades
| Date | Form 4 Transaction | Shares | Price |
|---|---|---|---|
| None disclosed in proxy; Section 16 compliance reported (except one late Form 4 by Bressner) | — | — | — |
Expertise & Qualifications
- Military aviation leadership; commercial airline operations; defense contracting/government relations; supports retrofit strategy .
- Governance leadership as Nominating & Governance Chair .
Other Directorships & Interlocks
- No public company board roles disclosed for Dean; no interlocks noted .
Equity Ownership & Alignment
- Beneficial ownership less than 1%; exact shares not disclosed .
- Ownership guideline: 3x annual cash base retainer; retention requirement of 50% of shares until compliant .
- Anti‑hedging/pledging prohibitions in place .
Governance Quality Summary
- Strengths: Independent chair of governance committee; robust committee framework; attendance and engagement standards; clear ownership/anti‑hedging policies; external consultant for compensation; strong prior say‑on‑pay support .
- Watch Items: Related party consulting arrangement with PAL introduces potential conflicts and perception risks; monitor disclosures, approvals, and scope, especially given DOD contracting sensitivities .
- Overall: Dean’s government/military expertise aligns with ISSC’s defense‑related business; governance role is meaningful, but related party exposure warrants continued investor scrutiny for independence and oversight integrity .