Joseph Dunford
About Joseph F. Dunford, Jr.
Joseph F. Dunford, Jr. (age 69) is a Class I director of Satellogic Inc., serving on the Board since 2022 and currently nominated for a new three‑year term expiring at the 2028 Annual Meeting . He is a Senior Managing Director at Liberty Strategic Capital and a member of its Investment Committee, and previously served as the 19th Chairman of the Joint Chiefs of Staff (2015–2019), the highest-ranking U.S. military officer and principal military advisor to the President, Secretary of Defense, and National Security Council . His education includes Saint Michael’s College (undergraduate), a master’s in government from Georgetown University, and a master’s in International Relations from the Fletcher School, Tufts University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Government | Chairman of the Joint Chiefs of Staff | 2015–2019 | Senior ranking U.S. officer; principal military advisor to President, SecDef, NSC |
| U.S. Marine Corps | 36th Commandant of the Marine Corps | Not disclosed | Senior uniformed leader of USMC |
| U.S. Marine Corps | Assistant Commandant of the Marine Corps | Not disclosed | Senior leadership; operations and readiness |
| U.S./NATO Forces | Commander of all U.S. Forces and NATO forces in Afghanistan | Not disclosed | Theater command leadership |
| U.S. Marine Corps | Commander, Marine Forces U.S. Central Command | Not disclosed | Regional command leadership |
| U.S. Marine Corps | Commander, I Marine Expeditionary Force | Not disclosed | Major operational command |
| U.S. Marine Corps | Assistant Division Commander, 1st Marine Division (Iraq) | Not disclosed | Combat operations leadership |
| U.S. Marine Corps | Commander, 2nd Battalion, 6th Marines; Commander, 5th Marine Regiment (OIF) | Not disclosed | Battalion/regimental commands |
External Roles
| Organization | Role | Type | Committees/Notes |
|---|---|---|---|
| Liberty Strategic Capital | Senior Managing Director; Investment Committee member | Private investment firm | Affiliation with significant SATL shareholder group |
| Zimperium, Inc. | Director | Private (LSC portfolio) | Since 2022 |
| Lockheed Martin Corporation (NYSE: LMT) | Director | Public company | Major defense contractor |
| Bessemer Securities Corporation | Director | Private | Board service |
| Georgetown University | Director | Non‑profit/Academic | Board service |
| Atlantic Council | Director | Non‑profit | Board service |
| Travis Manion Foundation | Director | Non‑profit | Board service |
| Injured Marine Semper Fi & America’s Fund | Chairman of the Board | Non‑profit | Support for wounded/ill/injured personnel |
| Adams Presidential Center | Chairman of the Board | Non‑profit | Board leadership |
| Belfer Center, Harvard Kennedy School | Senior Fellow | Academic | Policy and security expertise |
Board Governance
- Committee assignments and chair roles: None; Mr. Dunford had no committee memberships or chair roles as of year‑end 2024 and is listed as “Committees: None” in the director biography section .
- Independence status: Not independent under Nasdaq rules; the proxy identifies independent directors (Wang, Kennedy, Killalea, Gutiérrez), which does not include Mr. Dunford; he is also affiliated with Liberty Strategic Capital .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024; all directors serving at the time attended the 2024 Annual Meeting .
- Years of service on SATL board: Director since 2022; nominated for re‑election to a term expiring in 2028 .
- Executive sessions and board structure: Independent directors meet in regular executive sessions; Chair and CEO roles are separated .
Fixed Compensation (Directors)
Policy and 2024 practice for independent non‑employee directors, and application to Mr. Dunford:
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Payable quarterly; directors employed by SATL and directors affiliated with certain related parties did not receive director compensation in 2024 . |
| Audit Chair fee | $20,000 | Additional fee for Audit Committee chair . |
| Equity retainer (RSUs) | $175,000 grant‑date fair value (time‑vesting) | 2024 grants on Sept 4, 2024; vested on May 31, 2025; some directors elected to take cash as equity . |
| Mr. Dunford 2024 director pay | Not paid | “Directors employed by Satellogic and directors affiliated with certain related parties did not receive compensation in 2024 for their services as a director.” Mr. Dunford is affiliated with Liberty Strategic Capital . |
Reference disclosure of amounts paid to other independent non‑employee directors in 2024:
| Name | Fees earned or paid in cash ($) | Stock awards ($) | Total ($) |
|---|---|---|---|
| Ted Wang | 60,000 | 175,000 | 235,000 |
| Marcos Galperin | – | 235,000 | 235,000 |
| Kelly J. Kennedy | 6,667 | 131,250 | 137,917 |
| Peter T. Killalea | – | 235,000 | 235,000 |
| Bradley Halverson | 73,333 | – | 73,333 |
Performance Compensation (Directors)
- Structure: Director equity is time‑vesting RSUs; no director performance‑conditioned awards or performance metrics disclosed for directors in 2024 .
- Hedging/pledging restrictions: Company policy prohibits pledging and hedging of Company securities by directors and certain senior officers, mitigating misalignment and improper risk‑transfer .
Other Directorships & Interlocks
| Entity | Relationship to SATL | Potential Interlock/Conflict Consideration |
|---|---|---|
| Liberty Strategic Capital; Liberty Strategic Capital (SATL) Holdings, LLC | Significant shareholder group with 42.5 million Class A shares and warrants attributed to Liberty entities; Mr. Dunford is an LSC executive | Affiliation may pose independence/perception concerns; company’s Related Party Transactions Policy and Finance Committee oversight apply . |
| Lockheed Martin (NYSE: LMT) | No disclosed transaction with SATL in proxy | Strategic network relevance (defense/aerospace); monitor for potential future related‑party or competitive overlaps; no specific related‑party transaction disclosed . |
| Zimperium, Inc. (LSC portfolio) | No disclosed SATL transaction | Private portfolio board role; related‑party policy governs any transactions if they arise . |
Expertise & Qualifications
- National security and defense leadership: Former CJCS; prior senior USMC commands; extensive operational command experience .
- Governance and risk oversight: Service on multiple public/private/non‑profit boards and investment committee experience at a major shareholder’s firm .
- Education: Saint Michael’s College (undergrad), M.A. in Government (Georgetown), M.A. in International Relations (Tufts – Fletcher School) .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Class B Shares Beneficially Owned | % of Class B |
|---|---|---|---|---|
| Joseph F. Dunford, Jr. | 0 | * | 0 | * |
Notes: “*” indicates less than 1%; ownership percentages based on 97,185,453 Class A and 10,582,641 Class B shares outstanding as of Oct 15, 2025 . Mr. Dunford is not listed with options or RSUs in the beneficial ownership table .
Governance Assessment
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Strengths
- Deep security and geopolitical expertise valuable to earth observation and defense‑adjacent markets; extensive board network across defense, policy, and academia .
- Attendance threshold met (≥75% of Board/committee meetings in 2024); also attended 2024 Annual Meeting, indicating baseline engagement .
- Company prohibits director hedging/pledging, reducing misalignment risk .
-
Risks / Red flags to monitor
- Independence and potential influence: Mr. Dunford is not classified as independent and is an executive at Liberty Strategic Capital; Liberty‑affiliated entities are major shareholders with 35.51% beneficial ownership attributed to Liberty entities via shares and warrants held/controlled through affiliated entities; this may raise investor concerns regarding board independence and potential influence channels .
- Finance Committee oversight of affiliate transactions is chaired by a non‑independent director and includes a majority of non‑independent directors; while a Related Party Transactions Policy exists, the committee composition could be scrutinized by governance‑sensitive investors .
- Ownership alignment: Mr. Dunford reports zero beneficial ownership of Class A/B shares, suggesting limited direct “skin‑in‑the‑game” as of Oct 15, 2025 .
- Director pay optics: Directors affiliated with certain related parties (including Liberty‑affiliated directors) did not receive director compensation in 2024; while this avoids cash/equity conflicts, it also removes a conventional equity‑based alignment lever for such directors .
-
Mitigants and policies
- Related Party Transactions Policy governs approval/ratification of transactions >$120,000 involving related persons; Audit Committee reviews submissions via compliance hotline at least quarterly .
- Independent directors meet in executive session; board chair and CEO roles are separated, supporting oversight structure despite independence mix .
Investor takeaways: Dunford brings high‑value national security insight and elite‑level governance credentials, but independence and alignment concerns stem from his Liberty Strategic Capital affiliation and lack of personal SATL equity ownership; monitor Finance Committee treatment of affiliate matters and any future SATL‑Liberty or SATL‑LSC portfolio company transactions for rigorous adherence to the Related Party Transactions Policy .