Joanne Isham
About Joanne O. Isham
Independent director of Redwire Corporation; age 69 as of April 4, 2025. Currently serves as Class I director, on the Board since January 2024 (prior Board service from September 2021 to October 2022) and nominated for a term expiring at the 2028 Annual Meeting. Former CIA Deputy Director for Science and Technology (1998–2001) and Deputy Director of the National Geospatial-Intelligence Agency (2001–2006); undergraduate degree from the University of Notre Dame .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Central Intelligence Agency (CIA) | Various leadership roles; Deputy Director for Science & Technology | 1977–2006 (DD/S&T 1998–2001) | Led Congressional Affairs, Resource Management, Technical Program Execution; advanced national security tech programs |
| National Geospatial-Intelligence Agency | Deputy Director | 2001–2006 | Oversight of geospatial intelligence operations |
| BAE Systems plc | VP, Deputy General Manager of Network Systems | Jun 2006–Dec 2010 | Commercial leadership in defense tech |
| HPTi | Chief Operations Officer | Jun 2006–Dec 2010 | Operations leadership in tech services |
| L1 | Vice President | Jun 2006–Dec 2010 | Executive role in identity/security tech |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Maxar Technologies Inc. (and predecessor SSL MDA Holdings) | Director | 2016–2023 | Public company board experience in space/earth intelligence |
| MDA Information Systems, Inc. | Proxy Board Director | 2012–2017 | Special security arrangement governance |
| Veros Global Solutions, LLC | Founder; Independent Consultant | Jan 2020–present | Advisory firm focused on national security/innovative technologies |
| Isham Associates, LLC | Founder; Independent Consultant | Dec 2011–present | Advisory work in tech/national security |
Board Governance
- Independence: The Board determined Joanne O. Isham is independent under NYSE rules .
- Committees: Not currently serving on Audit, Compensation, or Nominating & Corporate Governance committees as of April 4, 2025 .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; Ms. Isham attended the Annual Meeting (Mr. Konert was the only director absent) .
- Board structure: Combined Chair/CEO roles; no Lead Independent Director; independent directors meet separately at least annually; non-management directors meet periodically in executive sessions .
- Classified board: Class I/II/III structure; Ms. Isham is Class I, term nominated to 2028 .
Fixed Compensation
| Component | 2024 Actual | 2025 Policy |
|---|---|---|
| Annual Board Cash Retainer | $75,000 | $100,000 (effective Mar 6, 2025) |
| Committee Chair Fees | Audit: $30,000; Comp: $20,000; Nominating: $15,000 (policy amounts) | Same |
| Committee Member Fees | Audit: $15,000; Comp: $10,000; Nominating: $7,500 (policy amounts) | Same |
| Meeting Fees | Not disclosed | Not disclosed |
Performance Compensation
| Equity Type | Grant Value 2024 | Vesting | 2025 Policy |
|---|---|---|---|
| RSUs (Director annual grant) | $138,359 (Ms. Isham) | Fully vests on first anniversary of grant date, subject to continued Board service | Annual RSU grant policy increased to ~$150,000 in 2025 (from $100,000 in 2024) |
- Performance metrics: Director RSUs are time-based; no performance metrics disclosed for director equity (performance-based RSUs pertain to executives, not directors) .
- Clawback: Company’s Clawback Policy applies to awards; the 2021 Plan subjects equity awards to forfeiture/repayment under recoupment policies .
Other Directorships & Interlocks
| Company | Relationship | Overlap/Interlock | Potential Conflict |
|---|---|---|---|
| Maxar Technologies Inc. | Former director (2016–2023) | No current RDW disclosed dealings | None disclosed |
| MDA Information Systems, Inc. | Proxy board (2012–2017) | Not current | None disclosed |
- Related party transactions: No related party transactions disclosed involving Ms. Isham; Board explicitly reviewed independence and relationships, and independence was affirmed –.
Expertise & Qualifications
- National security, intelligence, geospatial technologies; senior federal leadership (CIA/NGA) .
- Private-sector operations/technology leadership (BAE Systems, HPTi, L1) .
- Public board governance in space/intelligence (Maxar) .
- Education: University of Notre Dame (undergraduate) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Joanne O. Isham | 83,595 | <1% | Includes 20,921 RSUs vesting within 60 days of April 4, 2025 |
- Hedging/pledging: Company prohibits hedging and pledging by directors; margin accounts disallowed .
- Ownership guidelines: Not disclosed for directors.
- Vested vs unvested: Specific breakdown beyond RSUs vesting within 60 days not disclosed for Ms. Isham .
Governance Assessment
- Board effectiveness and engagement: Independence affirmed; attendance met thresholds; prior high-level government and sector expertise adds substantive oversight capacity in national security and geospatial domains .
- Compensation alignment: Mix of cash retainer and time-based RSUs aligns director incentives with shareholder value without short-term performance gaming; 2025 increases suggest market-aligned director pay scaling; clawback coverage adds investor protection .
- Committee influence: No committee assignments currently, limiting direct influence on audit/comp/nom-gov processes; this may modestly reduce her governance leverage versus committee peers .
- Conflicts and related parties: No Isham-specific related-party transactions or interlocks disclosed; independence affirmations considered relationships and beneficial ownership –.
- RED FLAGS:
- Combined Chair/CEO and absence of a Lead Independent Director can weaken independent oversight optics; however, independent director executive sessions occur and majority-independent Board mitigates risk .
- Controlled company status may re-emerge in future due to shareholder concentration (AE/Bain rights), potentially altering governance requirements; current committees are fully independent .
Implication for investor confidence: Isham’s deep national security and geospatial background bolsters oversight in RDW’s core markets; lack of committee roles limits direct governance impact. Overall alignment and independence are solid, with structural leadership choices (combined Chair/CEO, no lead independent) representing a monitoring consideration for shareholders .