Mike Dumont
ONE STOP SYSTEMSAbout Mike Dumont
Independent director of One Stop Systems (OSS); age 64; joined the board in September 2023. Retired U.S. Navy three‑star admiral and retired senior U.S. Government executive with leadership in aerospace/defense, risk management, and legal (former senior Federal prosecutor). Education: B.A. University of Southern Maine, M.S. National War College, J.D. Suffolk University Law School. The board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Defense | Principal Director for Counter Terrorism & Special Operations | Not disclosed | Operational leadership; AI-enabled information effects cited |
| U.S. DoD | Principal Deputy Assistant Secretary of Defense for Special Operations | Not disclosed | Senior policy/oversight for special operations |
| U.S. Northern Command | Deputy Commander | Not disclosed | Led military responses to border security, disasters, COVID-19; AI solutions deployed |
| North American Aerospace Defense Command (NORAD) | Vice Commander | Not disclosed | Aerospace warning/control, missile defense, maritime warning |
| U.S. Government (DOJ) | Senior Federal Prosecutor (white collar/corporate matters) | Not disclosed | Legal and compliance expertise |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| California State University Maritime Academy | Interim President | No | Academic leadership |
| Marines’ Memorial Association | Director | No | Non-profit governance |
| Dataminr, Inc. | Board of Advisors | No (private) | National security/data insights focus |
| U.S. Global Leadership Coalition | National Security Advisory Council | No | Policy advisory role |
| Other public-company directorships (last 5 years) | None disclosed | — | Proxy states no other public-company boards held by directors during last five years, unless disclosed; none for Dumont |
Board Governance
- Committees: Audit & Risk (member); Nominating & Corporate Governance (member). He is not a committee chair .
- Independence: Board determined Dumont is independent under Nasdaq rules; OSS maintains three standing committees with approved charters .
- Attendance and engagement: In FY2024, the board met seven times; each director attended at least 75% of board and committee meetings during their service .
- Board reprofiling: In 2023–2025 OSS reprofiling added defense/military expertise; Dumont was part of this refresh aligned to strategic direction .
| Committee | Role | Chair? | Charter/Focus |
|---|---|---|---|
| Audit & Risk | Member | No | Financial reporting, ERM, cybersecurity; reviews/approves related party transactions |
| Nominating & Corporate Governance | Member | No | Board composition, governance policies and evaluation |
| Compensation | Not a member | — | Oversees executive compensation policies/programs |
Fixed Compensation
| Component (Non‑Employee Director) | 2024 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (Dumont actual) | $41,159 | Total cash paid for board service in 2024 |
| Base quarterly retainer | $9,329 per quarter | Applies to all non‑executive directors |
| Additional quarterly cash for Board Chair | $3,110 per quarter | Chair only; Dumont is not chair |
| Additional quarterly cash for Committee Chair | $1,555 per quarter | Committee chairs; Dumont not a chair |
| Meeting fees | Not disclosed | Proxy does not list per‑meeting fees |
Performance Compensation
| Award Type | Grant Date | Units/Shares | Grant‑Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (Dumont 2024) | Not disclosed | Not disclosed | $45,990 | Not disclosed for directors; proxy states non‑executive directors are entitled to RSUs as consideration for board service | None disclosed for director awards (service‑based; no TSR/financial metrics disclosed) |
No director‑specific performance metric framework (e.g., revenue, EBITDA, TSR) is disclosed for Dumont’s RSU awards; RSU terms for directors are not detailed beyond eligibility .
Other Directorships & Interlocks
| Type | Organization | Role | Potential Interlock/Conflict |
|---|---|---|---|
| External (non‑profit) | Marines’ Memorial Association | Director | No customer/supplier interlock disclosed |
| External (private) | Dataminr, Inc. | Board of Advisors | No OSS related‑party transaction disclosed |
| Policy advisory | U.S. Global Leadership Coalition | National Security Advisory Council | No OSS related‑party transaction disclosed |
| Board peer/investor nexus | Horton Capital Partners Fund (5% holder); Joseph Manko Jr. (director) | Investor holds ~5.4%; Manko is managing member of affiliates | Investor representation via board peer; not a Dumont interlock, but relevant to governance dynamics |
Expertise & Qualifications
- Aerospace/defense leadership, crisis/ERM oversight, cybersecurity exposure via Audit & Risk work and prior commands .
- Legal and compliance credentials (J.D.; former Federal prosecutor in white‑collar/corporate matters) .
- Education: B.A. (University of Southern Maine), M.S. (National War College), J.D. (Suffolk University Law School) .
- Board qualifications explicitly aligned with OSS’s defense market strategy and campaign capture efforts; provides operational/acquisition input and market introductions .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned (as of March 21, 2025) | 86,849 | As reported in proxy |
| Shares outstanding (reference date) | 21,539,412 | Basis for percentage calculation |
| Ownership % of outstanding | ~0.40% | Computed from disclosed shares/float; proxy denotes “<1%” |
| Options (exercisable/unexercisable) | Not disclosed for Dumont | No options listed for Dumont in beneficial ownership table |
| Pledged or hedged shares | None disclosed | No pledging/hedging disclosure for Dumont; related party transactions policy in place |
Insider Trades
| Period | Section 16 Filings Compliance | Notes |
|---|---|---|
| FY2024 | All directors, officers, and >10% holders complied with applicable filing requirements | Proxy does not summarize Dumont’s individual Form 4 transactions; no delinquent filings noted |
Governance Assessment
- Independence and committee coverage: Dumont strengthens risk oversight (Audit & Risk member) and board effectiveness (Nominating & Corporate Governance), with clear independence under Nasdaq rules .
- Attendance: Met at least 75% threshold in 2024 across board and committee meetings, indicating engagement .
- Ownership alignment: Holds 86,849 shares (~0.40% of outstanding), providing some alignment; no pledging disclosed .
- Compensation structure: Cash retainer plus RSUs; RSUs for directors appear service‑based without disclosed performance metrics, limiting pay‑for‑performance linkage at the director level .
- Conflicts/related parties: Audit & Risk committee pre‑approves related party transactions per policy; proxy reports no related‑party transactions >$120,000 since Jan 1, 2023. No legal proceedings requiring disclosure; Section 16 filings timely—positive governance signals .
- Board strategy alignment: Reprofiling added defense/military expertise; Dumont’s background matches OSS’s targeted markets, potentially enhancing board effectiveness and investor confidence .
RED FLAGS: None disclosed for Dumont (no related‑party transactions, no delinquent Section 16, no low attendance). Monitor time commitments given interim university presidency to ensure sustained engagement, though attendance threshold was met in 2024 .