Matthew Shigenobu Muta
About Matthew Shigenobu Muta
Matthew Shigenobu Muta, age 56, is an independent Class II director of Palladyne AI Corp. and has served on the Board since 2021, with his current term expiring in 2026 . He is currently Senior Vice President, Optum Consumer Engineering at UnitedHealth Group; previously, he held senior innovation and technology roles at Delta Air Lines (2014–March 2024) and Microsoft (Global Managing Director, Hospitality & Travel) and holds a BA in Communications from Boise State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UnitedHealth Group (Optum) | Senior Vice President, Optum Consumer Engineering | Current as of Mar 31, 2025 | Consumer engineering leadership in large-scale health tech |
| Delta Air Lines | Vice President, Innovation & Operations Technology | 2016–Mar 2024 | Led innovation and ops tech for a Tier-1 airline |
| Delta Air Lines | Vice President, Innovation & Commercial Technologies | 2014–2016 | Commercial tech innovation leadership |
| Microsoft | Global Managing Director, Hospitality & Travel | Prior to Delta; dates not specified | Enterprise tech domain expertise; global sector focus |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UnitedHealth Group (NYSE: UNH) | Senior Vice President, Optum Consumer Engineering | Current as of Mar 31, 2025 | No other current public company directorships disclosed |
Board Governance
- Committee memberships: Audit Committee member; Compensation Committee member .
- Independence: Determined independent under Nasdaq standards .
- Attendance: In 2024, the Board met 7 times; Audit 6; Compensation 7; Nominating 2; Strategic Transaction 2. Each current director attended at least 75% of the meetings of the Board and committees on which they served .
- Leadership context: Independent Chairman (Weibling); no Lead Independent Director currently; independent directors meet in executive session at least twice per year, chaired by Weibling .
Fixed Compensation
| Period | Component | Amount ($) | Notes |
|---|---|---|---|
| FY2024 | Fees Paid or Earned in Cash | 55,083 | Per director compensation table |
| FY2025 Policy | Board Member Annual Cash Fee | 50,000 | Paid quarterly in arrears |
| FY2025 Policy | Audit Committee Member Fee | 2,500 | Member (not chair) |
| FY2025 Policy | Compensation Committee Member Fee | 1,500 | Member (not chair) |
| FY2025 Policy | Expected Cash Total (structure-based) | 54,000 | Sum of Board + Audit member + Compensation member, paid quarterly |
Performance Compensation
| Period | Award Type | Grant-Date Value ($) | Shares/Units | Vesting/Performance |
|---|---|---|---|---|
| FY2024 | Option Awards | 72,695 | Notional; per grant-date fair value table | Vesting terms not specified in proxy for director options |
| As of 12/31/2024 | Outstanding Options | — | 50,000 | Outstanding director options count |
| Post-Apr 2025 Policy | Annual RSU Award | 100,000 (value, RSU count based on 60-day average) | RSUs equal to $100,000/60-day average price | Time-based vesting: earlier of one-year anniversary or the day prior to next annual meeting; full vest on change in control |
| Post-Apr 2025 Policy | New Director RSU Award | 100,000 (value, RSU count based on 60-day average) | RSUs equal to $100,000/60-day average price | Time-based vesting: earlier of one-year anniversary or next annual meeting; full vest on change in control |
Performance metrics: None disclosed for director equity; awards are time-based vesting with change-in-control acceleration .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company directorships | None |
| Compensation Committee interlocks | Muta served on PDYN’s Compensation Committee in 2024; the company disclosed no interlocks or insider participation among Compensation Committee members (none were officers/employees; no reciprocal board-service interlocks) |
Expertise & Qualifications
- Technology and operations leadership across aviation and enterprise software; current senior role in health tech; sector customer insight relevant to PDYN’s target markets .
- Communications degree supporting cross-functional leadership and stakeholder engagement .
- Independent status and service on Audit and Compensation Committees enhances board oversight breadth .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Matthew Shigenobu Muta | 44,177 | <1% | Based on 35,712,516 shares outstanding as of Mar 31, 2025 |
| Outstanding Director Options (Muta) | 50,000 | — | As of Dec 31, 2024 |
| Hedging/Pledging | Prohibited under insider trading policy; a limited pledging waiver was granted only to CEO Wolff for RSA-related tax liquidity; no waiver disclosed for Muta |
Governance Assessment
- Board effectiveness: Independent director with dual committee service (Audit and Compensation), supporting financial oversight and pay governance; attendance at least 75% meets minimum expectations but leaves room to monitor engagement trends .
- Alignment and incentives: 2024 mix was ~43% cash ($55,083) and ~57% equity ($72,695) for total $127,778, indicating reasonable equity alignment; policy shift to RSUs in 2025 further strengthens long-term alignment and reduces option risk .
- Conflicts and related-party exposure: No related person transactions disclosed involving Muta; company employs formal related-party review via Audit Committee .
- Risk indicators: No Section 16 delinquency noted for Muta (an administrative late filing was disclosed for another director); hedging/pledging is prohibited, which supports alignment and reduces risk of adverse optics .
- RED FLAGS: None specifically identified for Muta in the proxy disclosures. Continuous monitoring of attendance and any future outside roles is prudent given PDYN’s strategic transaction activity and evolving product focus .