Roger A. Carolin

About Roger A. Carolin

Roger A. Carolin, age 69, is an independent director of Innovative Solutions and Support, Inc. (ISSC), serving since 2016 with his current term expiring at the 2025 annual meeting and nominated to continue for a one-year term through the 2026 meeting . He is a former Venture Partner at SCP Partners (2004–2024), co-founded semiconductor equipment maker CFM Technologies and served as its CEO for 10 years, and earlier held technical roles at Honeywell and GE; he holds a B.S. in Electrical Engineering from Duke University and an MBA from Harvard Business School . The Board designates him an “audit committee financial expert,” reflecting deep finance and governance expertise, and confirms his independence under Nasdaq rules . As of February 20, 2025, his beneficial ownership totals 64,034 shares (52,790 common shares plus 11,244 unvested RSUs vesting within 60 days), representing less than 1% of outstanding shares .

Past Roles

External Roles

Board Governance

• Committee leadership and memberships: Audit Committee Chair; Investment Committee Chair; Compensation Committee member .
• Independence: Affirmatively determined independent under Nasdaq listing standards; all Audit, Compensation, and Nominating & Corporate Governance committee members are independent .
• Attendance and engagement: Board met 7 times in FY2024; Audit met 5 times; Compensation 2; Nominating & Corporate Governance 1; all directors attended at least 75% of board and committee meetings .
• Annual meeting participation: Directors are requested to attend; all then-serving directors attended the 2025 Annual Meeting .
• Risk oversight: As Audit Chair, he oversees financial reporting, internal controls, and cybersecurity risk policies; as Investment Chair, he oversees capital utilization including repurchases .
• Governance structure: CEO and Board Chair roles are separated (CEO: Dr. Askarpour; Chair: Glen R. Bressner), enhancing independent oversight .
• Policies that support investor alignment: Non-employee director ownership guideline of 3x annual cash base retainer; retention of 50% of net shares from vesting/exercise until guideline met .
• Anti-hedging/pledging: Hedging requires prior approval; pledging and margin purchases of Company stock are prohibited .

Fixed Compensation

• Program design (non-employee directors):

  • Prior to Jan 1, 2024: $25,000 annual retainer; RSU grant target $50,000; Chair fees: Audit Chair $12,000; Comp and Governance Chairs $5,000; Board Chair $30,000 .
  • Effective Jan 1, 2024: Annual retainer $45,000; RSU grant target $75,000; Members receive: Audit $5,000, Compensation $5,000, Nominating & Governance $3,750; Chairs receive: Audit $12,000, Compensation $7,500, Nominating & Governance $5,000; Board Chair receives additional $30,000; RSUs granted on April 18, 2024 vest on first anniversary .
  • On Feb 26, 2025: RSU target increased to $80,000; Audit Committee member retainer increased from $5,000 to $7,000 .

• FY2024 actual compensation for Roger A. Carolin:
  | Component | Amount ($) | |---|---| | Cash fees | 67,857 | | Stock awards (grant-date fair value) | 60,718 | | Options | — | | Other | — | | Total | 128,575 |

• RSU vesting conventions for directors: RSUs granted at the annual meeting vest one year from grant; pro-rata vesting upon mid-year resignation .

Performance Compensation

Other Directorships & Interlocks

• Compensation Committee interlocks: None; Compensation Committee members in FY2024 were Belland (Chair) and Carolin, neither a current/former ISSC executive .
• Related-party transactions: None involving Carolin; Board disclosed an Audit Committee independence issue for a different director (consulting fee paid to an entity managed by Ms. Olver) and a consulting arrangement with Director Garry Dean’s entity; both addressed per policy .

Expertise & Qualifications

• Audit committee financial expert (SEC-defined); financially literate and satisfies Nasdaq’s financial sophistication criteria .
• Technology and operations domain knowledge from leading CFM Technologies and technical roles at Honeywell and GE .
• Private equity investing and portfolio company advisory experience at SCP Partners .

Equity Ownership

• Insider trading policy: Hedging restricted; pledging/margin prohibited .
• Director stock ownership guideline: Minimum 3x annual cash base retainer; 50% net shares retention until compliance; individual compliance status not disclosed .

Governance Assessment

• Strengths:

  • Independent director with designated audit committee financial expert status, serving as Audit Chair and Investment Chair—strong oversight of financial reporting, cybersecurity, and capital allocation .
  • Robust ownership and anti-hedging/pledging policies for directors, supporting alignment with shareholders .
  • Attendance standards met; structured board leadership separating CEO and Chair enhances independence .

• Watch items / potential risks:

  • Rising director compensation levels (retainer and RSU targets increased in 2024 and again in 2025) warrant monitoring for pay inflation versus small-cap norms and ISSC performance trajectory .
  • Prior Audit Committee independence lapse for another director (remediated) highlights vigilance needs around related-party engagements; no such issue disclosed for Carolin .
  • Broader governance context includes adoption of a shareholder rights plan due to concentrated foreign ownership risks (CFIUS/defense compliance), underscoring the importance of robust board oversight where Carolin chairs key committees .