Geoffrey Hitchcock
Red Cat HoldingsAbout Geoffrey Hitchcock
Geoffrey Hitchcock, age 62, is Chief Revenue Officer at Red Cat Holdings (RCAT). He was promoted to CRO on November 27, 2024, after serving as General Manager of Teal Drones since March 2024 and SVP Global Defense Solutions since September 2021; he holds a B.S. in Aeronautics (Embry‑Riddle) and an Associate degree in Airway Science (Community College of the Air Force) . Prior roles include 22 years in the U.S. Air Force (UAV SME for AFSOC) and senior commercial UAV posts at AeroVironment and Vantage Robotics; recent achievements include NATO NSPA catalogue approval for Teal’s Black Widow system, where Hitchcock emphasized allied procurement readiness . The company provides Pay‑Versus‑Performance disclosures but notes CAP is not used to set compensation decisions; no TSR/operating metric realizations for Hitchcock are disclosed in the excerpts provided .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Red Cat Holdings | Chief Revenue Officer | Nov 2024–present | Leads revenue strategy across defense sUAS portfolio . |
| Red Cat / Teal Drones | General Manager, Teal Drones | Mar 2024–Nov 2024 | Oversaw operations during SRR program pursuit and manufacturing retooling . |
| Red Cat Holdings | SVP, Global Defense Solutions | Sep 2021–Mar 2024 | Built U.S. government and international defense channels for Teal systems . |
| Vantage Robotics | VP Sales & Business Development | Apr 2021–Aug 2021 | Established U.S. gov’t and international relationships to penetrate new segments . |
| AeroVironment | Director, Intl. Business Development | Apr 2017–Apr 2021 | Drove global growth across UAS and loitering munitions . |
| AeroVironment | Director, Flight Operations | Oct 2004–Apr 2017 | Led flight operations for leading UAS manufacturer . |
| U.S. Air Force | UAV Subject Matter Expert, AFSOC | Jan 2003–Oct 2004 | Guided operational UAV deployment for special operations . |
External Roles
- No current public-company directorships disclosed for Hitchcock; his employment agreement permits up to two external board roles with prior Board approval, subject to non-interference with duties .
Fixed Compensation
| Component | Terms | Notes |
|---|---|---|
| Base Salary | $230,000 per annum | Set by Executive Employment Agreement effective Oct 1, 2024; subject to Compensation Committee adjustment . |
| Target Bonus (Annual) | Up to $175,000 | Paid in cash or stock, based on quantitative and qualitative goals defined by CEO with Compensation Committee; payable within 45 days of determination, subject to audit timing and continued employment through payment . |
| 2024 Transition Period Cash | Salary $138,750; Bonus $50,000 (discretionary) | Reported in Summary Compensation Table; bonus determined by Board based on operations . |
Performance Compensation
| Incentive Type | Metric | Weighting/Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Annual Bonus | CEO-defined quantitative and qualitative goals; financial goals assessed post‑audit | Up to $175,000 | 2024 Transition Period discretionary cash bonus paid: $50,000 | Paid within 45 days after determination; must be employed through payment date . |
| Employment Continuation Threshold | Sales quota performance threshold | Must exceed at least 85% of quota for eligibility for 2nd year term | Not disclosed | Applies to employment agreement renewal condition . |
| Clawback (Incentive-based) | Recovery of erroneously awarded incentive comp upon accounting restatement | Dodd-Frank Rule 10D-1 compliant policy | Company shall recoup excess incentive comp; not indemnifiable | Applies to bonus/equity; retroactive within look-back periods . |
Equity Ownership & Alignment
| Item | Amount/Detail | Notes |
|---|---|---|
| Beneficial Ownership (as of Apr 21, 2025) | 99,992 shares | 33,325 common; 16,667 issuable upon exercise of options; 50,000 issuable upon vesting of RSUs; less than 1% of shares outstanding (90,514,996) . |
| RSU Grant (Initial Award) | 575,000 RSUs | 50,000 vested upon grant; remaining 262,500 vest on Oct 1, 2025 and 262,500 on Oct 1, 2026; under 2024 Omnibus Equity Incentive Plan . |
| Unvested Stock Awards (12/31/2024) | 321,428 shares; $4,130,350 market value | Value calculated at $12.85 closing price; snapshot at fiscal year end . |
| Options Outstanding (12/31/2024) | 20,834 (unexercisable) @ $1.27 exp. 2/8/2033; 6,667 (unexercisable) @ $0.98 exp. 8/8/2033; 41,667 (unexercisable) @ $1.29 exp. 7/10/2034 | Vesting: 2/8/2023 grant in five equal installments starting Jan 1, 2025; 8/8/2023 grant vests equally on Aug 8, 2025 and Aug 8, 2026; 7/10/2024 grant vests in 10 equal installments commencing Feb 1, 2025 quarterly . |
| Hedging/Pledging | Prohibited by policy | Insider Trading Policy prohibits hedging/shorts; the company states a policy prohibiting hedging and pledging . |
Employment Terms
| Term | Provision | Details |
|---|---|---|
| Role & Effective Date | Chief Revenue Officer | Appointed Nov 27, 2024; Agreement retro-effective Oct 1, 2024 . |
| Agreement Term | Initial 2 years; auto-renew 1-year terms | Non-renewal requires 3 months’ notice before term end; eligibility for 2nd year requires ≥85% quota attainment . |
| Severance (No Cause / Good Reason) | 12 months base salary; benefits; equity | 12 months base; accelerated vesting of time-based portion of outstanding awards; COBRA reimbursements up to 6 months; separation agreement required . |
| Change-in-Control | Cash-out of unvested RSU value after departure; acceleration | If CIC within 12 months post‑cessation (other than for cause), lump sum cash equal to value of unvested Share Awards; RSUs accelerate to fully vested immediately prior to CIC per Exhibit A . |
| Clawback | Dodd-Frank 10D-1 compliant | Applies to incentive-based compensation; recovery upon accounting restatement; no indemnification or company‑paid insurance for recouped amounts . |
| Non-Compete | 12 months | Prohibits engagement in similar business in geographies where services were provided; non-disclosure survives indefinitely; 12‑month non‑solicit of customers and employees . |
| Benefits/Perqs | Standard executive benefits | Eligibility for health, welfare, 401(k), and D&O indemnification; expense reimbursement . |
Potential Payments on Termination (as of 12/31/2024 “as‑if”)
| Component | Geoffrey Hitchcock |
|---|---|
| Base Salary Continuation | $230,000 |
| Healthcare Benefits (COBRA) | $7,603 |
| Equity Awards Vesting/Value | $657,387 (accelerated vesting/continued vesting value) |
| Total | $887,387 |
Compensation Structure Notes
- 2024 Transition Period total compensation was $5,414,552, primarily driven by the grant‑date fair value of stock awards ($5,157,750) and option awards ($68,000), alongside cash salary and bonus .
- Outstanding awards are predominantly time‑based RSUs and options with scheduled tranche vesting through 2026; bonus design allows mix of cash/stock and is goal‑based but exact financial metric weightings are not disclosed in filings .
Investment Implications
- Alignment and retention: A large, multi‑year RSU award with scheduled vesting on Oct 1, 2025 and Oct 1, 2026, plus option tranches through 2026, supports retention but creates predictable calendar‑based vesting events that can coincide with insider selling windows if liquidity is pursued .
- Insider selling pressure: The two RSU vest dates and quarterly option vesting beginning Feb 1, 2025 may drive periodic supply; monitor trading windows and Form 4s around vesting dates for pressure signals .
- Change‑in‑control incentives: Cash payment equal to the value of unvested RSUs within 12 months post‑departure (non‑cause) and RSU acceleration at CIC can create deal‑related incentives not strictly tied to long‑term operating performance, warranting scrutiny in M&A contexts .
- Risk controls: Robust clawback policy consistent with Dodd‑Frank and a prohibition on hedging/pledging reduce compensation risk and misalignment, supporting governance quality .
- Performance linkage: Annual bonus is outcome‑based with audit‑confirmed financial targets and a quota threshold for continued term, but lack of disclosed metric weightings limits external assessment of pay‑for‑performance rigor; engagement with the Compensation Committee on metric calibration would be prudent .