Colin Kilrain
About Colin J. Kilrain
Vice Admiral Colin J. Kilrain, U.S. Navy (Ret.), age 66, is an independent director of LGL, appointed April 16, 2025. He is a decorated military leader with senior roles across U.S. national security and NATO special operations; he holds a B.S. from Lehigh University and an M.S. in National Resources Strategy and Management from the Industrial College of the Armed Forces, and is a graduate of the Defense Language Institute (German and Spanish) . The Board has affirmed his independence under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chairman, Joint Chiefs of Staff | Assistant to the Chairman | 2021–2023 | Senior advisory role on national security operations and strategy |
| Central Intelligence Agency | Associate Director for Military Affairs | 2019–2021 | Bridged intelligence-military coordination; strategic military liaison |
| NATO Special Operations HQ (SHAPE) | Commander | 2016–2019 | Led NATO SOF integration and multinational ops; alliance interoperability |
| U.S. Special Operations Command Pacific | Commander | 2014–2016 | Theater SOF command; Indo-Pacific operational leadership |
| Naval Special Warfare Group Two (NSWG-2) | Commander | 2009–2011 | Commanded Atlantic-based SEAL teams; operational readiness |
| U.S. Navy SEAL Teams | SEAL Team Two Officer (Assistant Platoon Commander/Platoon Commander) | 1986–1990 | Early field leadership; German Kampfschwimmer exchange program |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| Constellis Holdings, Inc. | Director | 2025–Present | No (company status referenced as holdings; not disclosed as public) |
| Public company boards | None disclosed | — | — |
Board Governance
- Committee assignments: None at time of appointment; the Board had not yet determined his committee assignments as of April 16, 2025 .
- Independence: Independent under NYSE rules .
- Director since: 2025 .
- Attendance: Company states all directors attended ≥75% of meetings in 2024; Kilrain joined in 2025 (no personal attendance data disclosed) .
- Skills matrix: CEO leadership and governance experience attributed to Kilrain; no “Financial Expertise” or “Manufacturing Industry” designation in the matrix .
Fixed Compensation
Board’s non-employee director compensation framework (for year ending December 31, 2024; RSU grant occurred March 25, 2025):
| Component | Amount | Notes |
|---|---|---|
| Base annual cash retainer | $10,000 | Payable quarterly in arrears |
| Annual chairman cash retainer | $2,500 | Applies to chair role holder (not Kilrain) |
| Committee chair cash retainer – Audit | $2,000 | Applies to committee chairs (not Kilrain) |
| Committee chair cash retainer – Compensation | $1,000 | Applies to committee chairs (not Kilrain) |
| Committee chair cash retainer – Nominating | $1,000 | Applies to committee chairs (not Kilrain) |
| Board meeting fee (in person) | $2,000 | Per meeting |
| Board meeting fee (telephonic) | $750 | Per meeting |
| Committee meeting fee | $750 | Per meeting |
| Restricted stock awards (RSUs) | $15,000 | Granted March 25, 2025; three-year vesting; proxy does not disclose individual grant to Kilrain who joined 4/16/2025 |
The 2024 director compensation table shows no equity grants in 2024; cash totals for 2024 incumbents are disclosed; Kilrain was not serving in 2024 .
Performance Compensation
Director pay performance metrics are not disclosed; RSU awards are time-vested with a three-year schedule, and no performance-condition metrics (e.g., TSR, EBITDA, ESG) are specified for directors.
| Performance Metric | Used in Director Compensation? | Notes |
|---|---|---|
| TSR percentile | Not disclosed | No director performance metrics described in proxy |
| Revenue/EBITDA targets | Not disclosed | No director performance metrics described in proxy |
| ESG goals | Not disclosed | No director performance metrics described in proxy |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Private/other boards | Constellis Holdings, Inc. (Director) |
| Interlocks with LGL suppliers/customers | None disclosed for Kilrain |
| Potential sector overlap | LGL disclosed tactical edge computing prototypes and DARPA-related RFI activity; Kilrain brings national security/defense expertise; no related-party link to Constellis disclosed |
Expertise & Qualifications
- Leadership: CEO-level leadership experience and governance skillset per Board Skills Matrix .
- National security: Senior roles at JCS, CIA, NATO SOF, SOCOM Pacific; extensive mission support and global strategic affairs .
- Military/SEAL pedigree: NSWG-2 command; SEAL Team Two field leadership; German Kampfschwimmer exchange .
- Education: Lehigh University (undergrad); Industrial College of the Armed Forces (M.S.); Defense Language Institute (German and Spanish) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of Date |
|---|---|---|---|
| Colin J. Kilrain | — (less than 1%) | <1% (based on 5,389,211 shares) | April 25, 2025 |
- Vested vs. unvested: Not disclosed for Kilrain; proxy provides board-level RSU grant mechanics but no individual director grant detail for 2025 .
- Options (exercisable vs. unexercisable): None disclosed for directors .
- Shares pledged or hedged: No pledges disclosed for Kilrain; Company discourages hedging/pledging but has not adopted prohibitions (policy-level disclosure) .
Governance Assessment
- Independence and qualifications: Kilrain is independent and adds national security and operational leadership expertise to the Board, potentially strengthening risk oversight and strategic optionality in defense-adjacent initiatives .
- Committee engagement: As of April 16, 2025, no committee assignments; absence of committee roles reduces immediate impact on audit/comp/nom governance until assignments are made .
- Ownership alignment: No reported share ownership as of the record date (less than 1%); 2025 director RSU framework exists but individual grant to Kilrain is not disclosed given his appointment after the 3/25/2025 grant date, suggesting limited near-term “skin-in-the-game” unless subsequent grants occur .
- Director compensation structure: Modest cash retainer and per-meeting fees; equity is time-vested RSUs with no performance conditions, typical for small-cap governance but offers limited pay-for-performance linkage for directors .
- Related-party risk: Company-level related-party exposures include investments managed by GAMCO and legacy arrangements with M-tron; no Kilrain-specific related-party transactions disclosed (Audit/Investment Committees oversee such exposures) .
- Shareholder signals: Say-on-pay support was ~96% at 2024 meeting, indicating broad investor support for executive compensation practices; director-specific say-on-pay is not separately voted .
- RED FLAGS:
- No formal prohibition on hedging/pledging for directors and officers; policy “discourages” only, which is shareholder-unfriendly relative to best practice .
- No committee assignments disclosed for Kilrain as of appointment date; temporary governance gap until committee placement .