Christopher R. Moe
Red Cat HoldingsAbout Christopher R. Moe
Independent director at Red Cat Holdings since February 2022 (age 69), Moe serves as Audit Committee Chair and is designated the Board’s “Audit Committee Financial Expert.” He is currently Chief Financial Officer of Beeline Holdings, Inc. (Nasdaq: BLNE); prior roles include CFO/Director at Yates Electrospace (cargo UAS), Chairman/CEO/co‑founder at ProBrass, CFO at Vectrix (LSE: VRX) and Mission Motor Company, with earlier M&A and merchant banking roles at Wasserstein Perella and Citicorp. He is a U.S. Marine Corps veteran (Captain) and holds a BA from Brown University and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| Yates Electrospace Corporation | Chief Financial Officer and Director | Not disclosed | Heavy payload UAS producer; board role noted |
| ProBrass Inc. | Chairman, CEO, co‑founder | Not disclosed | Manufacturing; later acquired by Vairog US |
| Vectrix Holdings Limited (subsidiary of GP Industries) | Chief Financial Officer | Not disclosed | Electric motorcycles |
| Mission Motor Company | Chief Financial Officer and Director | Not disclosed | Advanced EV and hybrid powertrains |
| Vectrix Corporation (LSE: VRX) | Chief Financial Officer and Director | Not disclosed | Public company finance leadership |
| GH Ventures; Kirkland‑Ft. Worth Investment Partners | Managing Director | Not disclosed | Investment/merchant banking |
| St. Louis Ship Industries | Chief Executive Officer | Not disclosed | Operating leadership |
| Wasserstein, Perella & Co. (merchant banking fund) | Vice President | Not disclosed | Principal investing |
| Citicorp Leveraged Capital Group | Vice President/Area Head | Not disclosed | Leveraged finance |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Beeline Holdings, Inc. (Nasdaq: BLNE) | Chief Financial Officer | Public | Digital home lending/title platform |
| Innovate Newport | Advisory Board | Private/non‑profit | Community innovation advisory |
| The Pennfield School | Trustee Emeritus | Non‑profit | Education governance |
Board Governance
| Governance Attribute | Detail |
|---|---|
| Independence | Board deems Moe independent under Nasdaq rules; also independent for Audit Committee |
| Financial Expert | Audit Committee Financial Expert designation (Sarbanes‑Oxley) |
| Committees | Audit (Chair); Compensation (member); Nominating & Governance (member) |
| Committee Activity (Transition Year Ended 2024) | Audit: 1 meeting + 2 written consents; Compensation: 1 meeting + 7 consents; Nominating & Governance: 1 meeting + 2 consents |
| Board Meetings/Attendance | Board held 1 meeting; each director attended ≥75% of Board and applicable committee meetings |
| Annual Meeting Attendance | Four directors attended the 2024 Annual Meeting (director‑specific attendance not disclosed) |
| Board Leadership | CEO is Chair; Joseph Freedman serves as Lead Independent Director, chairs executive sessions of independents |
Fixed Compensation
| Component | Amount (Transition Year Ended Dec 31, 2024) | Notes |
|---|---|---|
| Cash Fees | $60,000 | Director cash retainer and committee roles |
| Stock Awards (grant date fair value) | $202,300 | Valued under ASC 718 |
| All Other Compensation | $25,335 | Company‑paid taxes and tax gross‑ups on equity awards |
| Total | $287,635 | Sum of components |
| Non‑Employee Director Compensation Plan (effective May 2024) | Details |
|---|---|
| Annual Retainer | $125,000 total: $50,000 cash (monthly) + $75,000 equity (restricted stock) |
| Committee Chair Fees | Audit Chair: $20,000; Compensation Chair: $10,000; Nominating & Governance Chair: $10,000 (monthly) |
| Lead Director | Additional $25,000 (monthly) |
Performance Compensation
| Equity Award | Grant Date | Instrument | Shares | Vesting | Fair Value |
|---|---|---|---|---|---|
| Annual director grant | May 6, 2024 | RSUs | 170,000 | 100% vest on May 6, 2026 | Included in $202,300 stock awards value |
| Performance metrics used for director pay | Not disclosed for directors (time‑based RSUs) | — | — | — | — |
Other Directorships & Interlocks
| Company | Ticker | Role | Interlock/Notes |
|---|---|---|---|
| Beeline Holdings, Inc. | BLNE | CFO (Moe) | RCAT director Nicholas Liuzza is Co‑Founder and CEO of Beeline Loans (Nasdaq: BLNE); two RCAT directors are senior executives at BLNE (potential interlock) |
| Yates Electrospace Corporation | — | CFO and Director (prior) | Private company; aerospace/UAS |
Expertise & Qualifications
- Audit and financial expertise: designated Audit Committee Financial Expert; extensive CFO experience across public and private companies .
- Capital markets/M&A: venture, private equity, and corporate finance leadership roles; merchant banking and leveraged finance background .
- Defense/transport technology exposure: Yates Electrospace (cargo UAS), Vectrix (EVs), Mission Motor (advanced powertrains) .
- Education and service: BA Brown University; MBA Harvard Business School; U.S. Marine Corps Captain .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | As‑of Date/Notes |
|---|---|---|---|
| Christopher R. Moe | 139,906 | <1% | As of April 21, 2025; consists of common stock only |
| Hedging/Pledging Policy | Prohibits hedging and proscribes insider trading; policy labeled “Policy Prohibiting Hedging and Pledging” | Company‑wide policy applies to directors |
| Insider Reporting Compliance | Detail |
|---|---|
| Section 16(a) filings | One late Form 4 reported for Christopher Moe in the most recent periods disclosed |
Governance Assessment
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Strengths
- Independent Audit Chair with formal “Financial Expert” designation; directly signed Audit Committee reports and oversaw auditor transition; committees comprised entirely of independent directors .
- Compensation program for directors is primarily equity‑based (RSUs), aligning with shareholder outcomes; clear committee chair differentials .
- Board/committee activity documented; all directors met minimum 75% attendance threshold .
-
Potential Risks/Red Flags
- Tax gross‑ups paid on director equity awards (including Moe) are shareholder‑unfriendly and can weaken pay‑for‑performance optics (Moe: $25,335 gross‑ups in “All Other Compensation”) .
- Interlock risk: Two RCAT directors (Moe as BLNE CFO; Liuzza as BLNE CEO) hold senior roles at Beeline (Nasdaq: BLNE). While no related‑party transactions with Beeline are disclosed at RCAT, this interlock warrants attention for potential conflicts, recusals, and information flow controls .
- Insider reporting timeliness: one late Form 4 filing by Moe (pattern of late filings across several insiders noted) .
-
Related‑party exposure (Company context)
- RCAT disclosed significant transactions with Unusual Machines, Inc. (UMAC) tied to consumer segment divestiture and later sale of UMAC securities; no Moe‑specific related‑party transactions disclosed .
-
Share issuance/dilution oversight (Board context)
- The Board sought stockholder approval for a large potential issuance to Lind funds under convertible notes/warrants, with change‑of‑control and 20% issuance considerations—an area where robust Audit/Nominating oversight is critical .
Focus areas for investors: monitor director interlocks (BLNE) for any evolving business ties; evaluate the persistence of director equity tax gross‑ups; continue to assess board/committee cadence and director‑specific attendance disclosures as RCAT scales.