Eric T. Olson
About Eric T. Olson
Admiral Eric T. Olson (Ret.), age 73, has served as an independent director of Palladyne AI Corp. (PDYN) since 2021 and is currently a Class I director nominated to serve through 2028. He is a former four-star U.S. Navy SEAL and Commander of U.S. Special Operations Command (2007–2011), President/Managing Member of ETO Group since 2011, and holds a B.S. from the U.S. Naval Academy (1973) and an M.A. in National Security Affairs from the Naval Postgraduate School; he is also an Adjunct Professor at Columbia University’s SIPA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Navy / U.S. SOCOM | Admiral; Commander, U.S. Special Operations Command | 1973–2011; SOCOM 2007–2011 | Led mission readiness of all U.S. special operations forces; awarded Defense Distinguished Service Medal, Silver Star |
| ETO Group, LLC | President & Managing Member | Sep 2011–present | Independent national security consulting across public/private sectors |
| Hans Premium Water | Chief Executive Officer | Jun 2019–May 2020 | CEO of privately held company |
| Old Sarcos Advisory Board | Advisory Board Member | Dec 2016–2021 | Advisory to predecessor company prior to PDYN board service |
| Columbia University (SIPA) | Adjunct Professor | N/A (current) | Academic role in international/public affairs |
External Roles
| Organization | Role | Public Ticker | Committees |
|---|---|---|---|
| Under Armour, Inc. | Director | NYSE: UAA | Nominating & Corporate Governance Committee |
| Iridium Communications Inc. | Director | Nasdaq: IRDM | Nominating & Corporate Governance Committee |
| Cyber Reliant Corporation (Private) | Director | — | — |
| Newlight Technologies (Private) | Director | — | — |
| Ocean Aero, Inc. (Private) | Director | — | — |
| IP3 (Private) | Director | — | — |
| Special Operations Warrior Foundation (Non-profit) | Director (past) | — | — |
Board Governance
- Independence: The Board determined Admiral Olson is independent under Nasdaq and Exchange Act standards .
- PDYN Committees: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee; not on Audit or Strategic Transaction Committees .
- Attendance: In 2024, the Board held 7 meetings; each current director attended at least 75% of Board and committee meetings during served periods. Five of six directors attended the 2024 annual meeting .
- Board leadership: Independent Chair (Dennis Weibling); no Lead Independent Director needed; executive sessions chaired by the Chair .
- Overboarding policy: Directors should not serve on more than four additional public company boards without Board approval .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Fees Paid or Earned in Cash | $56,728 | FY 2024 | Per director compensation table |
| Current Policy: Board Member Retainer | $50,000 | Ongoing (amended Apr 2025) | Paid quarterly in arrears |
| Chair, Compensation Committee | $3,000 | Ongoing (amended Apr 2025) | Paid quarterly in arrears |
| Member, Nominating & Corporate Governance | $750 | Ongoing (amended Apr 2025) | Paid quarterly in arrears |
Performance Compensation
| Award Type | Grant Basis | Grant-Date Fair Value | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|
| Option Awards (legacy) | Annual director grants (pre–Apr 2025 policy) | $72,695 | As granted in 2024 (time-based) | Not specified in 2024 table |
| Outstanding Options | Balance at 12/31/2024 | 67,098 options | As granted | — |
| Annual RSU Award (current policy) | $100,000 ÷ 60-day avg price | Determined at grant | Earlier of 1 year or day prior to next annual meeting (service-based) | Full acceleration upon change in control |
| New Director RSU Award (current policy) | $100,000 ÷ 60-day avg price | Determined at grant | Earlier of 1 year or next annual meeting (service-based) | Full acceleration upon change in control |
Performance metrics for non-employee director equity are time-based and not tied to financial/ESG targets; no performance metrics were disclosed for director compensation .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks / Conflicts Noted |
|---|---|---|---|
| Under Armour (UAA) | Director | Nominating & Corporate Governance | None disclosed; independent |
| Iridium (IRDM) | Director | Nominating & Corporate Governance | None disclosed; independent |
- Compensation Committee Interlocks: In 2024, Olson and Muta served on PDYN’s Compensation Committee; no interlocks or insider participation disclosed .
Expertise & Qualifications
- National security and defense leadership; first Navy SEAL officer promoted to three- and four-star ranks; SOCOM Commander overseeing mission readiness across services .
- Governance credentials from public company boards (UAA, IRDM) and committee experience in nominating/corporate governance .
- Academic and advisory roles (Columbia SIPA; ETO Group; Old Sarcos Advisory Board) .
Equity Ownership
| Holder | Shares Directly Held | Options Exercisable ≤60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Admiral Eric T. Olson (Ret.) | 44,177 | 17,098 | 61,275 | <1% |
- Outstanding director equity at 12/31/2024: 67,098 options (not all necessarily exercisable within 60 days) .
- Hedging/pledging: Company policy prohibits hedging and pledging by directors; only a limited pledging waiver was granted to the CEO for tax liquidity, not to directors .
Governance Assessment
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Strengths:
- Independent director with deep leadership and national security expertise; chairs Compensation Committee and serves on Nominating & Corporate Governance, aligning with PDYN’s governance needs .
- Compensation Committee uses an independent consultant (Mercer) and has determined consultant independence; non-employee membership and independence affirmed .
- Director equity now in RSUs with service-based vesting and change-in-control acceleration, supporting alignment and retention without encouraging excessive risk-taking .
-
Potential Watch Items:
- Attendance threshold disclosed only at “≥75%” for all directors; investors may prefer explicit individual attendance rates to assess engagement rigor .
- Multiple external board roles (UAA, IRDM) increase time demands, though current count is within PDYN’s overboarding policy limits (≤4 additional public boards) .
- No related-party transactions disclosed involving Olson; continue monitoring per Audit Committee’s related-party oversight policy .