Scot Jarvis
KRATOS DEFENSE & SECURITY SOLUTIONSAbout Scot Jarvis
Independent director of Kratos Defense & Security Solutions since February 1997; age 64. Co‑founder and Principal of Cedar Grove Partners, LLC (1997–present). Holds a BBA from the University of Washington and a Top Secret National Security Clearance. Extensive M&A and wireless industry experience, including board roles at multiple telecom companies and venture capital work with Oak Investment Partners (2000–2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McCaw Cellular Communications | Executive roles | 1985–1994 | Senior executive capacities until company’s sale to AT&T |
| Eagle River, Inc. (Craig McCaw) | Senior executive; founded Nextlink; Nextlink director | Not disclosed | Founded Nextlink on behalf of McCaw; served on its board |
| Nextel Communications | Director | Not disclosed | Board service at major wireless operator |
| NextG Networks, Inc. | Director | Not disclosed | Board service at telecom infrastructure company |
| Leap Wireless | Director | Not disclosed | Board service at wireless carrier |
| Rootmetrics, Inc. | Director | Not disclosed | Board service at network analytics firm |
| Vitesse Semiconductor | Director | 2012–Apr 2015 | Board service until acquisition by Microsemi in Apr 2015 |
| Oak Investment Partners | Venture Partner | 2000–2022 | Multi‑stage VC experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Spectrum Effect | Director | Since Feb 2018 | Current private company board service |
| Slingshot Sports | Director | Since 1999 | Current private company board service |
| Investco, LLC | Director | Since 2022 | Current private company board service |
Board Governance
- Independence and tenure: Independent director since 1997; listed “Independent” in director summary .
- Committee assignments: Audit Committee member; Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- Committee activity: Audit met 7 times (2024); Compensation met 4 times; Nominating & Corporate Governance met 4 times (2024) .
- Executive sessions: Independent directors meet in executive session with each regularly scheduled Board meeting; Audit and Compensation Committees also hold executive sessions routinely .
- Attendance: Board held 4 regular and 3 special meetings in 2024; each director attended at least 75% of aggregate Board/Committee meetings during their service period .
- Audit Committee report signatories: Jarvis is listed among Audit Committee members in the committee’s report .
- Committee interlocks: None—no compensation committee interlocks or insider participation disclosed for 2024 .
- Related-party procedures: Audit Committee reviews/approves related-party transactions; delegated CEO authority for certain supplier/customer items with quarterly Audit review .
- Related-party outcomes: No related-party transactions required to be disclosed for fiscal 2024; no third‑party compensation arrangements for directors per Nasdaq Rule 5250(b)(3) .
Fixed Compensation
| Component | Quarterly Fee ($) | Annualized ($) | Eligibility for Jarvis (2024) | Notes |
|---|---|---|---|---|
| Board Member Retainer | 12,500 | 50,000 | Yes | Standard non‑employee director retainer |
| Compensation Committee Chair | 3,750 | 15,000 | Yes | Jarvis serves as Chair |
| Audit Committee Member | 1,500 | 6,000 | Yes | Jarvis is Audit member |
| Nominating & Governance Member | 1,250 | 5,000 | Yes | Jarvis is N&G member |
| Board Chairman Fee | 7,500 | 30,000 | No | Chairman is Hoglund |
| Designated Financial Expert | 1,250 | 5,000 | No | Financial Expert is Anderson |
| Cash Fees Earned (2024) | — | 76,000 | — | Reported fees for Jarvis |
Performance Compensation
| Grant Type | Grant Date | Units | Grant-Date FV per Unit ($) | Total Grant-Date FV ($) | Vesting | Deferral Election |
|---|---|---|---|---|---|---|
| RSUs (Annual Director Grant) | May 21, 2024 | 10,000 | 21.70 | 217,000 | Vests after 1 year to match director term | Directors may elect to defer issuance of vested RSUs (2021 plan) |
- Options: None granted to directors in 2024 (Jarvis reported $0 option awards) .
- Performance metrics: Director equity grants are time‑based; no performance metrics tied to director compensation disclosed .
Other Directorships & Interlocks
| Company | Type | Role | Tenure | Interlocks/Related Party Notes |
|---|---|---|---|---|
| Spectrum Effect | Private | Director | Since Feb 2018 | No related party transactions requiring disclosure in 2024 |
| Slingshot Sports | Private | Director | Since 1999 | No related party transactions requiring disclosure in 2024 |
| Investco, LLC | Private | Director | Since 2022 | No related party transactions requiring disclosure in 2024 |
| Various historical telecom boards (Nextel, NextG Networks, Leap Wireless, Rootmetrics) | Public/Private | Director | Not disclosed | Historical roles; no 2024 interlocks disclosed |
Expertise & Qualifications
- Wireless and telecom operations: Executive roles at McCaw Cellular; board roles at multiple telecoms .
- M&A and growth execution: Extensive experience with mergers and acquisitions supporting Kratos’ growth strategy .
- Venture investing and technology: Venture Partner at Oak Investment Partners (2000–2022) .
- Security clearance: Holds Top Secret National Security Clearance .
- Education: Bachelor’s degree in Business Administration, University of Washington .
Equity Ownership
| Ownership Metric | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Common Stock) | 110,417 | As of March 17, 2025; address c/o Cedar Grove Investments |
| Ownership % | <1% | Based on 153,285,643 shares outstanding on March 17, 2025 |
| RSUs Held (Total) | 120,000 | As of Dec 29, 2024 |
| RSUs Vested | 110,000 | As of Dec 29, 2024 |
| RSUs Unvested | 10,000 | As of Dec 29, 2024 |
| Hedging/Pledging | Prohibited | Anti‑hedging and anti‑pledging policy applies to directors and executive officers |
| RSU Deferral | Available | Directors may elect to defer issuance of vested RSUs awarded in 2021 or later until separation of service |
Governance Assessment
- Strengths: Long-tenured independent director with deep M&A and telecom expertise; serves as Compensation Committee Chair and Audit Committee member; participates in independent executive sessions; no interlocks or related‑party transactions disclosed for 2024 .
- Alignment: Material equity exposure via accumulated RSUs; anti‑hedging/pledging policy and optional RSU deferral support long‑term alignment; beneficial ownership reported at 110,417 shares, with <1% of shares outstanding .
- Engagement: Board/Committee activity levels (Board 7 meetings; Audit 7; Compensation 4; N&G 4 in 2024) and policy requiring executive sessions indicate active oversight; each director met 75%+ attendance threshold .
- Potential risks/RED FLAGS: None disclosed—no related party transactions, no hedging/pledging, no director third‑party compensation arrangements; double‑trigger change‑in‑control provisions noted for equity awards (policy focus is on executives) reduce single‑trigger risk .