Jim Bellingham
About Jim Bellingham
Independent director since 2022; age 63. Bloomberg Distinguished Professor at Johns Hopkins and Executive Director of the Institute for Assured Autonomy. MIT-trained physicist (B.S., M.S., Ph.D.), pioneer in autonomous marine robotics; co-founded Bluefin Robotics and led major research and engineering roles at Woods Hole and Monterey Bay Aquarium Research Institute .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Woods Hole Oceanographic Institution | Founding Director, Center for Marine Robotics | Not disclosed | Established leading marine robotics program |
| MIT | Founder, Autonomous Underwater Vehicles Lab | Not disclosed | Advanced AUV technologies |
| Monterey Bay Aquarium Research Institute | Director of Engineering; Chief Technologist | Not disclosed | Led engineering strategy and tech development |
| Bluefin Robotics | Co-founder | Not disclosed | Commercialization of AUVs widely used in military, industry, science |
| Naval Research Advisory Committee; SecNav Advisory Panel; Naval Studies Board | Member/Chair | Not disclosed | Strategic defense research advisory impact |
External Roles
| Organization | Role | Public Company? | Committees/Notes |
|---|---|---|---|
| Johns Hopkins Institute for Assured Autonomy | Executive Director | N/A | AI/autonomy governance leadership |
| Johns Hopkins (Whiting School & APL) | Bloomberg Distinguished Professor | N/A | Joint appointments (Mechanical Engineering/APL) |
| Innovasea Systems Inc. | Board/Advisory | Not disclosed | Industry advisory role |
| Institute of Marine Research (Norway) | Board/Advisory | Not disclosed | Scientific advisory role |
| ThayerMahan Inc. | Board/Advisory | Not disclosed | Maritime sensing/advisory role |
No current public company directorships disclosed for Bellingham in the proxy biography .
Board Governance
- Independence: Board determined all directors except the CEO are independent; Bellingham is independent .
- Board structure: Classified board; 5 directors; Flores is Chair .
- Committee assignments:
- Chair, Nominating & Corporate Governance Committee
- Member, Compensation Committee
- Not on Audit Committee
- Attendance: In 2024, Board met 13 times; Audit 5; Compensation 1; Nominating & Corporate Governance 1; all directors attended at least 75% of meetings .
- Governance scope: Nominating & Corporate Governance oversees board composition, succession, governance guidelines, and cybersecurity risk .
Fixed Compensation
Structure (non-employee director):
- Annual board retainer $50,000; Board Chair +$25,000; Audit Chair +$15,000; Comp/NCG Chair +$10,000; Committee membership $5,000 per committee; annual RSU grant valued at $150,000 ($175,000 for Chair), using 20‑day VWAP; RSUs vest by the next annual meeting or 1-year anniversary; directors may take cash fees in restricted stock; no meeting fees .
2024 actuals (reported):
| Component | 2024 Amount (USD) |
|---|---|
| Cash fees | $60,917 |
| Stock awards (grant-date fair value) | $118,337 |
| Total | $179,254 |
Clawback/Policies:
- Anti-hedging and pledging policy prohibits hedging/pledging; none of the current executives/directors have pledged company stock .
Performance Compensation
| Performance metrics tied to director compensation | 2024 |
|---|---|
| Metrics used | None disclosed; director RSUs are time-based (no PSU metrics) |
Other Directorships & Interlocks
- Related-party transactions: Extensive financing relationships with ATW entities and Material Impact Fund II, L.P.; no Bellingham-specific related-party transactions disclosed; such transactions require Audit Committee approval and conflicted directors recuse .
- Family relationships: None among directors/executives .
- Interlocks: No disclosed interlocks for Bellingham with KITT’s major financing counterparties (ATW, Material Impact) .
Expertise & Qualifications
- Technical: Marine autonomy, AUV systems, ocean observation optimization .
- Leadership: Built leading robotics centers (MIT, WHOI); advisory roles across defense/naval bodies .
- Recognition: National Academy of Engineering; Navy Superior Public Service Award; Lockheed Martin Award for Ocean Science & Engineering .
- Education: MIT B.S., M.S., Ph.D. in physics .
Equity Ownership
| Metric | Apr 11, 2025 | Sep 22, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 2,139 | 3,048 |
| Ownership % of common | <1% | <1% |
| Pledged shares | None (policy prohibits pledging) | None (policy prohibits pledging) |
Insider reporting:
- Late Section 16 filings: Bellingham reported vesting events late (801 RSUs on Oct 7, 2023 and 1,338 RSUs on May 28, 2024), subsequently filed on Form 5 on Feb 14, 2025 .
Governance Assessment
- Strengths: Independent director with deep AI/autonomy and maritime robotics expertise; chairs Nominating & Corporate Governance; member of Compensation; contributes to cybersecurity oversight; meets attendance threshold; pay mix includes equity aligning director incentives with shareholders .
- Alignment: RSU-based annual equity and prohibitions on hedging/pledging support alignment; ownership <1% with ongoing RSU vesting; no personal related-party transactions disclosed .
- Watch items (RED FLAGS): Late Section 16 reporting for RSU vestings indicates process weakness, though subsequently corrected; director equity appears time-based rather than performance-linked (limited pay-for-performance signal for directors, typical but noteworthy given governance focus) .