Vince Crisler
About Vince Crisler
Vince Crisler (age 45) was elected as a non-employee director of SCI Engineered Materials on June 17, 2025; he brings 25+ years of cybersecurity leadership spanning the Department of Defense, DHS programs, and the private sector. He holds a B.S. in Computer and Information Science from The Ohio State University and an M.S. in Management from Embry-Riddle Aeronautical University; prior roles include White House CISO and founder/CEO of Dark Cubed (acquired by Celerium in 2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Executive Office of the President (White House) | Chief Information Security Officer (CISO); created first-ever cybersecurity operations center for White House networks | Not disclosed | Led cybersecurity operations capability build-out |
| Department of Homeland Security (DHS) | Primary author of five-year technical vision for National Cybersecurity Protection System ($3B); Co-author of Enhanced Cyber Services (ECS) program (EO 13636) | Not disclosed | National-scale cybersecurity architecture and info-sharing framework |
| U.S. Air Force | Roles incl. White House Communications Agency, National Military Command Center, Ramstein AB | Not disclosed | Defense communications and operations experience |
| Dark Cubed | Founder & CEO | Acquired by Celerium in 2022 | Built SME-focused cybersecurity product company |
| Sandia National Laboratories (supporting DHS) | Cybersecurity program support | Not disclosed | CI/KR network defense support |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Celerium | Chief Strategy Officer | Current | Powers active cyber defense solutions |
| CompTIA (North American Cybersecurity Committee) | Vice Chair | Current | Industry leadership role |
| Embry-Riddle Aeronautical University (Worldwide Industry Advisory Board) | Member | Current | Advisory role |
| Other public company boards | None disclosed | — | No other public company directorships identified as of 2025 |
Board Governance
- Board leadership: Chairperson is Laura F. Shunk; the company has no Lead Independent Director .
- Committees and 2024 composition (pre-2025 election):
- Audit: Gilliam (Chair), Ungar, Wickersham; Gilliam and Ungar designated “audit committee financial experts”; members determined independent under Nasdaq Rule 4350 and SEC Rule 10A-3 .
- Stock Option & Compensation: Ungar (Chair), Lu, Shunk .
- Technical: Wickersham (Chair), Young .
- Meeting cadence and attendance: The Board held six meetings in 2024; all directors attended every meeting (Crisler was not yet a director) .
- Risk oversight: Board oversight includes cybersecurity risk as part of enterprise risk management .
- Governance transitions: Compensation Chair Dr. Edward W. Ungar did not seek re-election at the June 17, 2025 meeting, implying post-meeting committee reconstitution (successor not disclosed) .
- Shareholder votes (June 17, 2025): All six nominees elected; say-on-pay received 1,604,101 FOR vs 417,156 AGAINST (118,030 abstain); frequency vote favored three years (1,352,234) .
Fixed Compensation
- Structure: In 2024, each non-employee director received $36,000 entirely in cash; additional chair fees were paid to Board and committee chairs (Shunk $7,500; Gilliam $5,000; Wickersham $3,500; Ungar $2,500). Directors are reimbursed for reasonable out-of-pocket expenses .
DIRECTOR COMPENSATION – 2024
| Name | Fees earned or paid in cash | Stock awards | Option awards | All other compensation | Total |
|---|---|---|---|---|---|
| John P. Gilliam | $41,000 | $0 | $0 | $0 | $41,000 |
| Emily Lu | $36,000 | $0 | $0 | $0 | $36,000 |
| Laura F. Shunk | $43,500 | $0 | $0 | $0 | $43,500 |
| Edward W. Ungar | $38,500 | $0 | $0 | $0 | $38,500 |
| Charles Wickersham | $39,500 | $0 | $0 | $0 | $39,500 |
Notes:
- Non-employee director retainer: $36,000 cash .
- 2024 chair fees: Shunk $7,500; Gilliam $5,000; Wickersham $3,500; Ungar $2,500 .
Performance Compensation
- Director equity/variable pay: No equity or option awards to non-employee directors in 2024; meeting fees not disclosed; director compensation was cash-only .
- Performance metrics tied to director compensation: None disclosed for directors .
Other Directorships & Interlocks
- Other public boards: None disclosed for Crisler; third-party profiles list only SCIA directorship .
- Board interlocks/relationships: CEO Jeremiah Young’s father-in-law is director John P. Gilliam; Laura F. Shunk’s law firm represents the company on certain IP matters (related party engagements) .
Expertise & Qualifications
- Cybersecurity program design and national-scale architecture (NCPS $3B; ECS under EO 13636) .
- Operational leadership as White House CISO and founder/CEO in cybersecurity SaaS/products (Dark Cubed) .
- Industry leadership roles (CompTIA Vice Chair; Embry-Riddle Advisory Board) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percentage of Class |
|---|---|---|
| Vince Crisler | 0 | 0.0% |
- Vested/unvested shares: Not applicable; zero beneficial ownership .
- Options/RSUs: No director equity awards disclosed in 2024; company’s 2011 Stock Incentive Plan expired in 2021 (5,945 employee/director options outstanding from pre-expiry grants; weighted average exercise price $1.25; director-level holdings not specified) .
- Insider trading activity: No Form 4 transactions found for Vince Crisler between Jan 1, 2025 and Nov 20, 2025 via the insider-trades skill (fetch_insider_trades.py).
Governance Assessment
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Strengths:
- Cyber risk oversight: Crisler’s deep cybersecurity credentials directly reinforce Board risk oversight in a disclosed priority area .
- Shareholder support signals: Directors elected with strong vote tallies; triennial say-on-pay preferred; audit firm ratification passed decisively .
- Clear attendance expectations and strong 2024 attendance by the Board (pre-Crisler) .
-
Concerns/RED FLAGS:
- Alignment: Crisler held zero shares as of the April 28, 2025 record date, indicating limited initial “skin in the game” .
- Compensation mix: Director compensation was entirely cash in 2024 with no equity grants, dampening long-term ownership alignment for the Board .
- Related parties: CEO’s father-in-law serving on the Board and the Chair’s law firm representing the company present potential independence and conflict-of-interest scrutiny points .
- Lead independent oversight: No Lead Independent Director structure disclosed, which can be viewed as a governance weakness at small-cap boards .
- Committee transition risk: Departure of long-tenured Compensation Chair (Ungar) post-2025 meeting implies committee reconstitution; successor roles not disclosed .
-
Signals:
- Capital allocation: Board authorized up to $1 million share repurchase for one year beginning Dec 1, 2025, with Caldwell Sutter acting as agent—confidence signal and liquidity management, but requires monitoring for execution and insider alignment given low director share ownership .
- D&O insurance: $3 million coverage in place; adequate but modest for public company exposure; monitor as the company grows .
Committee Assignments (Crisler)
| Committee | Role | Status |
|---|---|---|
| Audit | Member/Chair | Not disclosed (2024 membership: Gilliam Chair; Ungar; Wickersham) |
| Compensation | Member/Chair | Not disclosed (2024 membership: Ungar Chair; Lu; Shunk) |
| Technical | Member/Chair | Not disclosed (2024 membership: Wickersham Chair; Young) |
| Nominating | Full board handles nominations | Ongoing board-level function |
Attendance & Engagement
- Policy: Directors are expected to attend all Board and committee meetings; remote participation allowed when necessary .
- 2024 actuals: Six Board meetings; all directors attended (Crisler not yet on Board) .
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Non-Votes |
|---|---|---|---|---|
| Advisory vote on executive compensation (June 17, 2025) | 1,604,101 | 417,156 | 118,030 | 1,646,612 |
| Frequency of say-on-pay | 3 years: 1,352,234 | 2 years: 408,381 | 1 year: 262,803 | Abstain: 115,869 |
2022 say-on-pay support historically was ~98% (context for pay program continuity), with 2025 to be re-evaluated after the vote .
Related Party & Conflicts
- CEO–director family tie (Young–Gilliam) and legal services by the Chair’s firm represent ongoing related-party exposure requiring robust recusals and independent oversight .
Governance Quality Takeaways
- Crisler enhances cyber risk governance capability, which is material to SCI’s operations and industry positioning .
- Immediate ownership alignment is weak (0 shares); absence of director equity grants (2024) and no Lead Independent Director are notable governance gaps .
- Monitor post-2025 committee assignments, repurchase execution, and potential evolution of director compensation toward equity to strengthen alignment .