Stephen L. Belland
About Stephen L. Belland
Independent director since 2022 (age 67), with 37+ years in aerospace and defense, including senior roles at Rockwell Collins (Technical Director; VP Program & Product Management; VP Strategy & Marketing; VP Corporate Development). He is Co-Founder/CEO of Integrated Connection, LLC and a Principal at Clear Rock Advisors; holds a B.S. in Electrical Engineering from Michigan Technological University and completed executive programs at Kellogg, Wharton, and INSEAD. The Board determined he is independent under Nasdaq/SEC rules and qualifies as an “audit committee financial expert.” He is also a private pilot and member of the National Business Aviation Association .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rockwell Collins | Technical Director; VP Program & Product Management; VP Strategy & Marketing; VP Corporate Development | Not disclosed | Developed/captured 15+ new aircraft cockpit positions; positioned company as leader in business jet cabin electronics; advised on 500+ M&A transactions and JVs |
| Corporate Executive Board (materials) | Published contributor | Not disclosed | Industry thought leadership referenced by the company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Integrated Connection, LLC | Co-Founder and Chief Executive Officer | Not disclosed | Current role |
| Clear Rock Advisors | Principal | Not disclosed | Current role |
| National Business Aviation Association | Member | Not disclosed | Industry organization membership |
Board Governance
- Committee assignments: Compensation Committee (Chair), Audit Committee (Member), Investment Committee (Member) .
- Independence: Board affirmatively determined Belland is independent under Nasdaq listing standards; Audit, Compensation, and Nominating & Governance committees comprise independent directors .
- Financial expertise: Board determined Belland qualifies as an audit committee financial expert and satisfies Nasdaq’s financial sophistication .
- Attendance and engagement: FY2024—Board met 7 times; Audit 5; Compensation 2; Nominating & Governance 1. All directors attended at least 75% of meetings of the Board and committees on which they served .
- Audit committee composition remediation: On Jan 28, 2024, Ms. Olver was removed from Audit due to independence rules; Belland was appointed, and Nasdaq was notified of prior inadvertent non-compliance (now cured) .
Fixed Compensation
| Fiscal Year | Component | Amount |
|---|---|---|
| FY2024 | Fees Earned or Paid in Cash | $57,255 |
| FY2024 | Stock Awards (Grant Date Fair Value) | $60,718 |
| FY2024 | Option Awards | — (none) |
| FY2024 | Total | $117,973 |
- Program parameters:
- Prior to Jan 1, 2024: annual retainer $25,000 (non-employee directors); Chairman +$30,000; Committee chair retainers: Audit $12,000; Compensation $5,000; Governance $5,000; annual RSU target $50,000; vest on first anniversary of annual meeting grant .
- Effective Jan 1, 2024: annual retainer $45,000; RSU target $75,000; grants on Apr 18, 2024; vest one-year anniversary; pro-ration for mid-year appointments; cash paid quarterly in arrears .
- On Feb 26, 2025: RSU target increased to $80,000; Audit Committee member cash retainer increased to $7,000 (from $5,000); Compensation member +$5,000; Nominating & Governance member +$3,750; Committee chair retainers: Audit +$12,000; Compensation +$7,500; Nominating & Governance +$5,000; Chairman of Board +$30,000 .
Performance Compensation
| Grant | Instrument | Grant Date | Target Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Director Equity | RSUs | Apr 18, 2024 | $75,000 | Vest on first anniversary of grant (Apr 18, 2025) | Program terms for non-employee directors |
| Belland FY2024 | RSUs | Not explicitly listed | Fair value recognized: $60,718 | As above | Director compensation table amount; no options outstanding for directors at FY2024 year-end |
- No performance metrics disclosed for director equity (RSUs vest time-based; not tied to revenue/EBITDA/TSR/ESG) .
- As of FY2024 year-end, no non-employee directors held outstanding options, indicating equity is delivered primarily via RSUs .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Belland |
| Compensation Committee interlocks | None—Belland (Chair) and Carolin served; no interlocks with other entities |
Expertise & Qualifications
- 37+ years aerospace/defense; market strategy, product development, brand management, business optimization, acquisition strategy, and team building .
- Captured 15+ aircraft cockpit positions; advanced cabin electronics leadership; advised on 500+ M&A/JV transactions .
- Audit committee financial expert; financially sophisticated under Nasdaq; independent .
- Education: B.S. Electrical Engineering (Michigan Tech); executive programs at Kellogg, Wharton, INSEAD .
- Private pilot; industry organization membership (National Business Aviation Association) .
Equity Ownership
| Holder | Shares Owned (Common) | Unvested RSUs (vesting ≤60 days of 2/20/2025) | Percent of Class |
|---|---|---|---|
| Stephen L. Belland | 12,161 | 11,244 | <1% of 17,545,314 shares outstanding |
- Director stock ownership guidelines: Non-employee directors must own common stock equal to 3x annual cash base retainer; compliance assessed each Dec 31 (commenced Dec 31, 2023); until compliant, must retain 50% of shares acquired (net of taxes/exercise price) upon vesting/exercise .
- Anti-hedging/pledging: Hedging requires prior approval; purchasing on margin, holding in margin accounts, or pledging company securities is prohibited for directors .
Insider Trades
| Period | Form 4 Filings (Belland) | Notes |
|---|---|---|
| FY2024 | None found in available catalog | Company disclosed Section 16 compliance for FY2024; one late Form 4 by Bressner, none noted for Belland . |
Governance Assessment
-
Strengths
- Independence and financial expertise: Belland is independent and an audit committee financial expert, bolstering audit oversight .
- Committee leadership: Chairs Compensation; sits on Audit and Investment, aligning his strategy/M&A background with capital allocation and pay governance .
- Ownership alignment: RSU grants and 3x retainer ownership guideline support alignment; anti-hedging/pledging policy reduces misalignment risk .
-
Watch items
- Compensation structure inflation: Board raised cash retainers and RSU targets (to $80,000 in 2025), increasing fixed pay; monitor year-over-year mix and whether pay reflects workload or complexity gains .
- Director equity is time-based RSUs without performance metrics; alignment relies on share ownership rather than explicit performance hurdles .
- Audit committee composition remediation indicates prior governance lapse (not attributable to Belland); the Board’s swift correction and Nasdaq notice mitigate risk .
-
Related-party/conflict review
- No related-party transactions involving Belland disclosed for FY2024/FY2023; Audit Committee reviews/approves related-party transactions under charter and Code of Conduct .
-
Attendance/engagement
- All directors met ≥75% attendance thresholds; Board and committees convened regularly (Board 7; Audit 5; Compensation 2; Nominating & Governance 1) .
-
Overall signal
- Belland’s seasoned aerospace background and financial expertise, combined with leadership on Compensation and membership on Audit/Investment, are positive for investor confidence; continued monitoring of director pay escalation and performance linkage in equity awards is warranted .