Scott Anderson
KRATOS DEFENSE & SECURITY SOLUTIONSAbout Scott Anderson
Scott Anderson (age 66) has served on the Kratos board since March 1997 and is currently an independent director, Chair of the Audit Committee, and the Board’s designated Audit Committee Financial Expert . He is a Principal of Cedar Grove Partners, LLC/Investments and previously served as President & CEO of NE Wireless Networks (2013 through its 2018–2020 asset sale/transition), and as Senior Vice President, Acquisitions & Development at McCaw Cellular/AT&T Wireless (1986–1997), following an early career in private legal practice . He holds a B.A. in History (magna cum laude) and a J.D. (with highest honors), both from the University of Washington, and maintains a Top Secret National Security Clearance . The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NE Wireless Networks, LLC | President & CEO | 2013 through 2018–2020 asset sale/transition | Led transition and sale of assets |
| McCaw Cellular/AT&T Wireless | SVP, Acquisitions & Development | 1986–1997 | M&A leadership |
| Private law practice | Attorney | Pre-1986 | Legal background (litigation exposure) |
| SunCom Wireless Holdings, Inc. | Director; Audit Committee Chairman | Until acquisition by T-Mobile USA in Feb 2008 | Audit Committee Chair |
| TC Global, Inc. (public registrant) | Director | Jul 2010–Nov 2013 | Board service at a public company |
External Roles
| Organization | Role | Status |
|---|---|---|
| PowerLight, Inc. | Director | Private company; current |
| Saltchuk, Inc. | Director | Private company; current |
| Anvil Corp. | Director | Private company; current |
| Opanga, Inc. | Chairman of the Board | Private company; current |
| Tupl, Inc. | Advisor to the Board | Private company; current |
| Cedar Grove Partners/Investments | Principal | Ongoing affiliation |
All roles above as disclosed in the proxy .
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under Nasdaq Rule 5605(a)(2) |
| Committees | Audit Committee (Chair; Financial Expert); Nominating & Corporate Governance Committee (Member) |
| Audit Committee activity | 7 meetings in 2024; oversees financial reporting, internal controls, auditor independence; Anderson signed the Audit Committee Report as Chair |
| Nominating & Corporate Governance activity | 4 meetings in 2024 |
| Board meeting cadence & attendance | Board held 4 regular and 3 special meetings in 2024; each director attended ≥75% of Board and applicable committee meetings; all directors then in office attended last year’s annual meeting |
| Executive sessions | Independent directors hold executive sessions with each regularly scheduled Board meeting; committees also hold executive sessions as routine practice |
| Related-party oversight | Audit Committee (all independent) reviews and approves related party transactions; none required disclosure under Item 404 in 2024 |
Fixed Compensation
2024 Director Fee Schedule (non-employee directors)
| Component | Amount |
|---|---|
| Board Member Quarterly Retainer | $12,500 |
| Board Chairman Quarterly Fee | $7,500 |
| Audit Committee Chair Quarterly Retainer | $3,750 |
| Audit Committee Member Quarterly Fee | $1,500 |
| Designated Financial Expert Quarterly Fee | $1,250 |
| Compensation Committee Chair Quarterly Retainer | $3,750 |
| Compensation Committee Member Quarterly Fee | $1,500 |
| Nominating & Governance Committee Chair Quarterly Retainer | $3,750 |
| Nominating & Governance Committee Member Quarterly Fee | $1,250 |
2024 Compensation (Scott Anderson)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $71,250 |
| Stock Awards (grant date fair value) | $217,000 |
| Option Awards | — |
| Total | $288,250 |
Notes:
- Annual equity grant upon (re)election: 10,000 RSUs; granted May 21, 2024; vests after one year; grant date fair value $21.70 per RSU .
Performance Compensation
| Feature | Detail |
|---|---|
| Performance-based elements | None disclosed for directors; annual RSUs are time-based with one-year vest to align with director term |
| Option awards | None in 2024 |
| RSU deferral | Directors may elect to defer issuance of vested RSUs until separation of service (plan effective since 2021) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | SunCom Wireless Holdings, Inc. (Audit Chair; until Feb 2008 acquisition by T‑Mobile USA); TC Global, Inc. (Jul 2010–Nov 2013) |
| Shared affiliations (potential interlock) | Anderson and director Scot Jarvis are both Principals at Cedar Grove Partners, LLC; both determined independent by the Board; no related party transactions requiring disclosure in 2024 |
Expertise & Qualifications
- Legal training (J.D. with highest honors), M&A/integration leadership, audit/financial oversight experience, and prior CEO experience; designated Audit Committee Financial Expert .
- Top Secret National Security Clearance, aligning with Kratos’ defense customer base .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 17, 2025) | 96,068 shares; <1% of outstanding common stock |
| RSUs held (Dec 29, 2024) | 110,000 RSUs held; 100,000 RSUs vested as of that date |
| Hedging/Pledging | Company policy prohibits hedging and pledging by directors and executive officers |
Governance Assessment
- Strengths: Longstanding audit oversight as Chair and Financial Expert, with an active committee cadence (7 meetings in 2024) and explicit oversight of auditor independence and internal controls; all directors met attendance thresholds and the Board/committees conduct regular executive sessions—supportive of board effectiveness . Independence affirmations and no related-party transactions requiring disclosure in 2024 mitigate conflict concerns . Director equity is delivered via time-based RSUs with available deferral elections, providing alignment and deferral flexibility .
- Watch items: Very long tenure (since 1997) may draw investor scrutiny for potential entrenchment; additionally, a shared external affiliation with another director (both Principals at Cedar Grove Partners) can be viewed as an interlock—though the Board has affirmed independence and reported no related-party transactions . Anti-hedging/anti-pledging policy and audit oversight practices help counterbalance perceived risks .