Joseph Freedman
Red Cat HoldingsAbout Joseph Freedman
Joseph Freedman, age 59, is a seasoned entrepreneur and independent director at Red Cat Holdings who also serves as the Board’s Lead Independent Director, chairing executive sessions of independent directors and acting as liaison to the Chair/CEO . He holds a B.S. in Finance (Louisiana State University) and a Juris Doctor (Northwestern California University School of Law) and is NACD Certified, with a background in governance, executive recruiting, finance, and operational leadership . His prior companies appeared on the Inc. 500/5000 list a combined 15 times, including one top‑100 ranking, reflecting scale-up and M&A execution experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peachtree Tents & Events Holdings | Co-founder and CEO | CEO until 2021; company sold in 2023 | Led scaling to exit; turnaround and asset liquidation experience |
| RFx Legal, LLC | Co-founder/Leader | Not disclosed | Led to successful exit |
| Richmond Title, LLC | Co-founder/Leader | Not disclosed | Led to successful exit |
| AMICUS Legal Staffing, Inc. | Co-founder/Leader | Not disclosed | Led to successful exit |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Beeline Financial, Inc. | Director | Joined 2023 | Digital home lending/title platform board role |
| Entrepreneurs’ Organization (EO) Nashville | Governance Chair; prior President | Current Governance Chair; prior service | Civic leadership; governance responsibilities |
| Drones For Good Worldwide | Founder | Founded 2022 | Nonprofit delivering drones for humanitarian use |
Board Governance
- Independence: The Board determined Mr. Freedman is independent under Nasdaq rules, including for Audit Committee and Nominating & Governance Committee service .
- Roles: Lead Independent Director with authority to call/set agendas and chair executive sessions; collaborates on CEO evaluation process .
- Committees: Audit Committee member (Chair: Christopher Moe); Nominating & Governance Committee member (Chair: Gen. Paul E. Funk II) .
- Attendance: During the Transition Year Ended 2024 the Board held 1 meeting and acted by written consent 9 times; each director attended at least 75% of Board and applicable committee meetings . Four directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component | Amount/Structure | Period | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash | $64,583 | Transition Year Ended 2024 | Reflects director cash retainer plus Lead Director premium |
| Non-Employee Director Plan – Cash | $50,000 per year | Effective May 2024 | Paid monthly |
| Non-Employee Director Plan – Equity | $75,000 per year | Effective May 2024 | Restricted common stock |
| Lead Independent Director Premium | $25,000 per year | Effective May 2024 | Paid monthly |
| All Other Compensation (tax gross-ups) | $25,335 | Transition Year Ended 2024 | Company-paid taxes and tax gross-ups tied to equity awards (RED FLAG) |
Performance Compensation
| Award Type | Grant Date | Units | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs | May 6, 2024 | 170,000 | Included in $202,300 stock awards total | Fully vest May 6, 2026 | Unvested at 12/31/2024 |
| Stock Awards (annual) | N/A | N/A | $202,300 | N/A | Grant-date fair value per ASC 718 |
| Options (legacy) | Various (prior service) | 100,000 (board service) + 150,000 (consulting) | N/A | Fully vested | Outstanding as of 12/31/2024 |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Notes |
|---|---|---|---|
| Beeline Financial, Inc. | Not disclosed as public | Director | RCAT directors have Beeline ties: Liuzza is CEO of Beeline Loans (Nasdaq: BLNE); Moe is CFO of Beeline Holdings, indicating network overlap and potential information flow (monitor for related-party transactions) . |
Expertise & Qualifications
- NACD Certified; finance and legal training (BS Finance; JD) .
- Entrepreneurial track record across executive search, title insurance, legal services, and hospitality; multiple Inc. 500/5000 recognitions .
- Governance and recruiting expertise; civic governance roles (EO Nashville) .
Equity Ownership
| Metric | Value | As-of | Notes |
|---|---|---|---|
| Beneficial Ownership (shares) | 415,190 | April 21, 2025 | As reported; less than 1% of total voting power |
| Common Shares (direct) | 150,190 | April 21, 2025 | Footnote breakdown |
| Options (exercisable within 60 days) | 250,000 | April 21, 2025 | Footnote breakdown |
| RSUs (unvested) | 170,000 | 12/31/2024 | Vest May 6, 2026 |
| Hedging/Pledging | Prohibited by policy | Policy effective | Insider trading policy titled “Policy Prohibiting Hedging and Pledging” (alignment positive) |
Insider Trades and Filing Compliance
| Item | Detail | Period/Date | Notes |
|---|---|---|---|
| Late Section 16 Filings | Two late Form 4s reporting two transactions | Since May 1, 2024 | Governance compliance lapse (monitor remediation) |
Governance Assessment
- Strengths: Independent status; Lead Independent Director role with executive session leadership; active service on Audit and Nominating & Governance committees; clear director pay framework and published committee fees; prohibition on hedging/pledging .
- Alignment: Holds common shares and fully vested options; meaningful unvested RSUs vesting in 2026 supports longer‑term alignment .
- Watch items / RED FLAGS: Tax gross-ups on director equity awards represent shareholder-unfriendly compensation features; two late Section 16 Form 4 filings indicate process/control weaknesses in insider reporting .
- Interlocks/Conflicts: Board/network overlap with Beeline entities (Liuzza, Moe) warrants ongoing monitoring for related-party transactions; Company discloses it reviews and approves related-party transactions meeting thresholds, but specific transactions are not detailed in the reviewed section .