Michael T. Young
About Michael T. Young
Independent director at Palladyne AI Corp. (PDYN), age 64, appointed in February 2025. Career spans finance, corporate strategy, and venture investing: Caterpillar Inc. (Director M&A Asia Pacific, 2006–2012; Director of Caterpillar Ventures, 2015–2023), Dell Technologies (first CFO for Dell China, 1995–2001), and Ethyl Corporation/NewMarket subsidiary (Accounting Manager, ~10 years). Education: Associate Degree in Business (St. Louis Community College, Meramec) and B.S. in Finance (Southern Illinois University at Edwardsville); previously a CPA in Illinois .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caterpillar Inc. | Director M&A Asia Pacific (China); led M&A transactions | 2006–2012 | Regional M&A leadership, China market execution |
| Caterpillar Ventures (subsidiary) | Director; led venture program from inception | 2015–2023 | 30+ investments; served as director for two companies and board observer for multiple others on Caterpillar’s behalf |
| Dell Technologies | First CFO, Dell China; finance operations | 1995–2001 | Established financial protocols/standards; daily operations leadership |
| Ethyl Corp. (NewMarket subsidiary) | Accounting Manager | ~10 years prior to 1995 | Accounting leadership in specialty chemicals/materials |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| Various venture portfolio companies (on behalf of Caterpillar) | Director for two companies; board observer for multiple others | Private | 2015–2023 |
| Other current public company boards | None | — | — |
Board Governance
- Independence: Determined independent under Nasdaq and Exchange Act standards; one of five independent directors on PDYN’s six-member board .
- Committee assignments: Compensation Committee member (chair: Admiral Eric T. Olson); Strategic Transaction Committee member (chair: Benjamin G. Wolff) .
- Board leadership: Independent Chair (Dennis Weibling); executive sessions chaired by the Chair; no Lead Independent Director while Chair is independent .
- Attendance: 2024 board held 7 meetings; each then-current director attended at least 75% of meetings of the board/committees served. Michael T. Young joined in 2025; no 2024 attendance data specific to him disclosed .
- Governance policies: Prohibition on hedging/pledging for directors; limited pledging waiver granted only to CEO Benjamin Wolff for tax-liquidity on proposed RSA, not to other directors .
- Overboarding: Directors should not serve on >4 additional public company boards without board approval .
- Orientation/education and board self-evaluation processes overseen by Nominating & Corporate Governance Committee .
Fixed Compensation
| Component | Amount | Frequency/Notes |
|---|---|---|
| Board Member retainer (cash) | $50,000 | Paid quarterly, pro rata |
| Chairperson of the Board (cash) | $25,000 | Additional to member retainer |
| Audit Committee Chair | $5,000 | Annual |
| Audit Committee Member | $2,500 | Annual |
| Compensation Committee Chair | $3,000 | Annual |
| Compensation Committee Member | $1,500 | Annual |
| Nominating & Corporate Governance Chair | $1,500 | Annual |
| Nominating & Corporate Governance Member | $750 | Annual |
Performance Compensation
| Equity Award Type | Grant Size | Vesting | Change-in-Control Treatment | Notes |
|---|---|---|---|---|
| New Director Award (RSUs) – for directors appointed after April 2025 | $100,000 divided by 60-day average price (rounded shares) | Earlier of 1-year from grant or next annual meeting; service requirement | Outstanding awards fully vest on “change in control” | Policy amended April 2025 from prior new-director options (50,000 options previously) |
| Annual Director Award (RSUs) | $100,000 divided by 60-day average price (rounded shares) | Earlier of 1-year from grant or day prior to next annual meeting; service requirement | Outstanding awards fully vest on “change in control” | Policy amended April 2025 from prior annual options (50,000 options previously) |
- Compensation consultant: Mercer engaged periodically; Compensation Committee determined Mercer independent with no conflicts .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public company boards | None |
| Committee interlocks | Compensation Committee comprised solely of independent directors; no insider participation in 2024. No cross-board interlocks disclosed involving PDYN executives serving on external committees with reciprocal ties . |
| Strategic Transaction Committee | Members: Finn, Weibling, Wolff (CEO), Young; assesses strategic acquisitions and capital markets transactions . |
Expertise & Qualifications
- Finance, accounting, and corporate strategy leadership across industrials and technology; prior CPA credential enhances audit/finance oversight capabilities .
- Asia-Pacific M&A execution experience (China), relevant to international growth and strategic transactions .
- Corporate venture investing track record (30+ deals), bringing deal evaluation discipline and innovation ecosystem visibility .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares | As-of Date |
|---|---|---|---|
| Michael T. Young | No holdings reported (“—”) | — | March 31, 2025 |
- Policy prohibits director hedging/pledging; no waiver disclosed for Young .
Governance Assessment
- Alignment: As of March 31, 2025, no beneficial ownership reported for Young; near-term equity alignment expected via director RSU program, but onboarding grant specifics not disclosed for his February 2025 appointment (policy change to RSUs occurred in April 2025) .
- Independence and roles: Strong independence designation and service on key committees (Compensation, Strategic Transaction) support board oversight; he is not a committee chair, which moderates individual governance influence .
- Attendance/engagement: Board disclosed robust meeting cadence in 2024 and general attendance compliance; Young’s attendance record will become visible in subsequent filings given his 2025 appointment .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Young; Insider Private Placement involved CEO Wolff and directors Weibling and Finn, not Young .
- Director pay structure signals: April 2025 shift from options to RSUs for directors indicates preference for time-based equity over option leverage, reducing repricing risk and simplifying value alignment; full vesting on change-in-control is standard but increases sensitivity to M&A outcomes .
- Additional controls: Clawback policy for executives is in place; compensation consultant independence affirmed; insider trading and anti-hedging/pledging policies apply to directors, enhancing governance posture .
RED FLAGS
- No beneficial ownership disclosed for Young as of March 31, 2025 (skin-in-the-game gap until equity grants vest) .
- Full vesting on director awards at change-in-control is standard but can incentivize M&A timing sensitivities; mitigated by independent committee oversight and anti-hedging/pledging policies .