Dennis Weibling
About Dennis Weibling
Dennis Weibling, 73, is an independent director and Chairman of the Board at Palladyne AI Corp. (PDYN), serving on the board since 2021 and as Chairman since February 2023. He is designated the Board’s audit committee financial expert and has extensive finance and public company board experience; education includes a BA from Wittenberg University, an MA in Psychology, and a JD from the University of Nebraska . PDYN’s board has determined Weibling is independent under Nasdaq rules; he chairs executive sessions of independent directors, and all directors met at least the 75% attendance threshold for meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sotheby’s | Director; Chair Audit & Finance; Interim CFO | 2006–Oct 2019; Interim CFO Jan–Mar 2016 | Led audit/finance oversight; interim financial leadership |
| Nextel Communications | CEO; Director | CEO Oct 1995–Mar 1996; Director Jul 1995–Apr 2004 | Chaired operations, audit, finance, compensation committees at various times |
| Nextel Partners | Director | 1998–2006 | Chaired audit committee |
| XO Communications | Director | 1996–2003 | Board service |
| Eagle River, Inc./Investments | President; Vice Chairman | President 1993–2001; Vice Chair 2002–2004 | Strategic/operator roles in telecom portfolio |
| Holicity Inc. (SPAC) | Director | Aug 2020–Jun 2021 | SPAC board experience |
| Colicity Inc. (SPAC) | Director | Feb 2021–Dec 2022 | SPAC board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rally Capital LLC | Managing Director | Since 2004 | Private equity leadership |
Board Governance
- Roles and committee assignments: Chairman of the Board; Audit Committee Chair; member of Nominating & Corporate Governance Committee; member of Strategic Transaction Committee; designated audit committee financial expert .
- Independence and leadership: Determined independent; chair and CEO roles are separated; as independent Chair, a Lead Independent Director is not currently appointed .
- Executive sessions and engagement: Chairs executive sessions of non‑employee/independent directors; Board held 7 meetings in 2024; Audit (6), Compensation (7), Nominating & Governance (2), Strategic Transaction (2); all current directors met at least 75% attendance .
- Risk oversight: Audit oversees internal control, disclosure, conflicts/related‑party transactions, cybersecurity; Compensation oversees human capital and incentive risk; Nominating & Governance oversees governance and independence; structure supports risk oversight .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees paid/earned in cash | 86,092 | Reflects retainer/committee fees under 2024 policy |
| Director cash fee policy (as of Apr 2025) | — | Board Member $50,000; Chair of Board $25,000; Audit Chair $5,000; Audit Member $2,500; Compensation Chair $3,000; Compensation Member $1,500; Nominating Chair $1,500; Nominating Member $750 (paid quarterly, pro‑rated) |
Performance Compensation
| Equity Element | 2024 Value ($) | Structure | Vesting/Terms |
|---|---|---|---|
| Option awards (grant‑date fair value) | 72,695 | Prior director policy used annual options; outstanding options at 12/31/2024: 51,959 | Prior to Apr 2025, directors received 50,000 options at FMV; vest terms not specified in proxy; options outstanding per director as shown |
| Equity policy change (Apr 2025) | — | Shift from options to RSUs: Annual Award and New Director Award each equal to $100,000 divided by 60‑day average price, RSUs vest on earlier of one‑year anniversary or next annual meeting; director awards fully vest at change‑in‑control |
Signal: The April 2025 move from options to RSUs reduces option risk and emphasizes retention/alignment, a structural change in director equity mix .
Other Directorships & Interlocks
| Company | Current Public Board? | Committee Roles |
|---|---|---|
| None | None | — |
Expertise & Qualifications
- Finance and audit oversight; legal training (JD); extensive public board experience; designated audit committee financial expert .
- Board values his significant stock ownership as aligning interests with shareholders .
Equity Ownership
| Holding Type | Amount | Notes |
|---|---|---|
| Common shares (personal) | 389,884 | Direct |
| Weibling Living Trust | 376,780 | Sole voting/dispositive power |
| On Eagles Wings Investments LLC | 200,000 | Entity wholly owned by Weibling Living Trust |
| Options exercisable within 60 days | 1,959 | Short‑term exercisable |
| Warrants exercisable within 60 days | 215,053 | Insider warrants |
| Total beneficial ownership | 1,183,676 (3.3% of 35,712,516 shares) | SEC Rule 13d‑3 methodology |
| Outstanding director options (total) | 51,959 | At 12/31/2024 |
| Hedging/pledging policy | Prohibits hedging/pledging; limited waiver granted only to CEO for RSA‑related tax funding; no waiver disclosed for Weibling |
Related‑Party Exposure and Transactions
- Insider private placement participation (Oct 31, 2024): Company sold an aggregate 430,105 shares and 430,105 warrants to CEO Wolff and directors Weibling and Finn; insider shares priced at $2.20 and warrants at $0.125 each; warrants exercise price $2.30, exercisable six months post‑issuance with 5.5‑year term; Company received ~$1.0 million gross proceeds .
- Weibling specifically holds 215,053 warrants exercisable; beneficial ownership footnote details his combined share/option/warrant holdings .
- Audit Committee reviews/approves related‑party transactions under written policy focused on fairness, independence, and conflict mitigation .
Governance Assessment
- Strengths: Independent Chairman; audit committee financial expert; chairs executive sessions; robust committee coverage; documented independence; strong attendance; material personal/trust ownership aligning interests .
- Potential conflicts/monitoring items: Participation in insider financing while serving as Audit Chair requires continued adherence to related‑party policies and transparent oversight; presence on Strategic Transaction Committee alongside the CEO necessitates vigilance on transaction process controls .
- Compensation structure signals: Shift to RSUs in 2025 for directors improves retention alignment and reduces option repricing risks; change‑in‑control full vesting of director RSUs should be monitored for potential entrenchment concerns .
- Policy safeguards: Prohibitions on hedging/pledging (with a narrowly tailored CEO waiver), clawback framework overseen by Compensation Committee, and codified related‑party review reduce governance risk .