Carol Craig
About Carol Craig
Carol Craig (age 58) is Founder, President, CEO, and Chairwoman of Sidus Space. She has served as CEO since 2014 and became Chairwoman by 2025 after the board introduced a Lead Independent Director role in Feb 2025 (Jeffrey Shuman) to counterbalance combined roles . Education: BA and BS in Computer Science (Knox College, Univ. of Illinois), MS in Electrical & Computer Engineering (UMass Amherst); currently pursuing a PhD in Systems Engineering (Florida Institute of Technology) . Recent performance: FY24 revenue declined 22% YoY to $4.67M and net loss widened, reflecting a strategic shift toward higher‑margin satellite/data lines and depreciation from first satellite deployment .
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Revenues | $5,962,785 | $4,672,646 |
| EBITDA | -$12,087,575* | -$13,547,008* |
| Net Income (Loss) | -$14,328,348* | -$17,524,056 |
| Values marked with * retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sidus Space | Founder, CEO; Chairwoman | CEO since 2014; Chair by 2025 | Founder leadership; combined CEO/Chair role as of 2025, with Lead Independent Director oversight . |
| U.S. Navy | P‑3 Orion Naval Flight Officer | n/a | Early aviation/military leadership credentials . |
| Craig Technical Consulting, Inc. | Founder & CEO | Since 1999 | Engineering/technology business; historical related‑party ties with Sidus (facility sublease, services) . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vaya Space (private) | Director | Current | Space/defense networks and industry insight . |
| Various educational/industry/non‑profit boards | Director/Trustee (30+ boards historically) | n/a | Community/industry influence . |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base salary | $217,425 | $325,000 (raised effective Jul 1, 2023) |
| Target annual bonus % | 100% of base (discretionary, Board‑set objectives) | 100% of base (discretionary, Board‑set objectives) |
| Actual cash bonus paid | n/d (no bonus disclosed) | $234,000 (covering 7/1/23–6/30/24 and 7/1/24–12/31/24) |
Notes: “n/d” = not disclosed.
Performance Compensation
- Plan structure: Annual discretionary bonus targeted at 100% of base salary, tied to Board‑established performance objectives; specific metrics (e.g., revenue, EBITDA, TSR) not disclosed .
- Equity: No outstanding equity awards held by the CEO as of Dec 31, 2024; the 2021 Omnibus Plan provides for RSUs, options, SARs, etc., but none outstanding for the CEO at YE2024 .
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Board‑set objectives (not itemized) | n/d | 100% of base | 2024 payout: $234,000 | Cash (annual/partial periods) |
| RSUs/PSUs/Options | n/a (no outstanding CEO awards at YE2024) | n/a | n/a | n/a | n/a |
Equity Ownership & Alignment
| As of Record Date | Class A Shares | Class B Shares (10 votes/share) | % Beneficial Ownership | Notes |
|---|---|---|---|---|
| Apr 28, 2025 | 5,000 | 100,000 | 5.2% | Class B held via Craig Technical Consulting, Inc.; Craig is sole owner . |
| Apr 29, 2024 | — | 100,000 | 19.7% | Higher % in 2024 due to fewer A shares outstanding . |
- Vested vs unvested: No CEO equity awards outstanding at YE2024; no exercisable/unexercisable options or unvested RSUs for CEO disclosed .
- Pledging/hedging: Company policy prohibits hedging and prohibits holding/pledging Company securities in margin or as collateral unless pre‑approved by the Administrator .
- Ownership guidelines: Not disclosed.
Employment Terms
| Term | Key Provision |
|---|---|
| Employment agreement | Executed Dec 2021; CEO role; eligible for additional equity awards (none outstanding as of YE2024); standard expense and benefits . |
| Severance (non‑CIC) | If terminated without cause, non‑renewal by the Company, or resignation for “good reason”: cash equal to 5× (base + target bonus), 24 months health benefits, payment of any earned/unpaid prior year bonus and pro‑rated current year accrual; 12 months’ prospective time‑based vesting acceleration on outstanding time‑vested awards (if any) . |
| Severance (CIC within 12 months) | If terminated without cause, non‑renewal by the Company, or resignation for “good reason” within 12 months following a change in control: cash equal to 10× (base + target bonus), 24 months health benefits, payment of earned/unpaid prior year bonus and pro‑rated current year accrual; full acceleration of outstanding time‑based awards . |
| Death/Disability | Payment of earned/unpaid prior year bonus and pro‑rated current year accrual; full acceleration of outstanding time‑based awards . |
| Non‑compete / non‑solicit | Standard restrictive covenants in the employment agreement (durations not specified in the proxy) . |
| Clawback | 2021 Plan includes clawback for financial restatements; administrator may recoup excess incentive comp from Section 16 officers for the preceding three years . |
| Trading, 10b5‑1, windows | Mandatory pre‑clearance for all insiders; open‑window trading only; event‑specific blackouts; approved Rule 10b5‑1 plans permitted (min. six months, waiting periods) . |
Board Governance (Director Status, Committees, Independence)
- Role/independence: Carol Craig is CEO and Chairwoman (non‑independent). Board appointed a Lead Independent Director (Jeffrey Shuman) in Feb 2025 to strengthen independent oversight with combined CEO/Chair roles .
- Committees: CEO not listed on committees. As of Dec 31, 2024, committee compositions were fully independent:
- Audit: Dana Kilborne (Chair), Cole Oliver, Leonardo Riera, Jeffrey Shuman; Kilborne designated audit committee financial expert .
- Compensation: Jeffrey Shuman (Chair), Cole Oliver, Leonardo Riera, Lavanson Coffey .
- Nominating & Governance: Dana Kilborne, Cole Oliver, Leonardo Riera, Lavanson Coffey (Chair) .
- Attendance: Board met 6 times in FY2024; all directors attended all board meetings. Committee meetings in FY2024: Audit (7), Compensation (0), Nominating (2) .
Related Party Transactions (Governance Risk Indicators)
- Headquarters sublease: Sidus subleases ~3,500 sq ft from Craig Technical Consulting, Inc. (CTC), owned/controlled by Carol Craig, at $4,757 + CAM per month (month‑to‑month, 30‑day termination) .
- Advances: As of Dec 31, 2024 and 2023, Sidus owed $527,476 to CTC for non‑interest‑bearing, on‑demand advances .
- Note history and Decathlon facility: Intercompany receivable converted to note in 2021; subsequent Decathlon Note assumption and revenue‑linked loan structure; prior forgiveness recorded to APIC in 2022 .
- Intercompany subcontracting: Revenue recognized from CTC contracts subcontracted to Sidus: $798,942 (2024) and $952,220 (2023); related costs to CTC recorded in cost of revenue and G&A .
Director Compensation (for context; CEO receives no board fees as employee)
- Non‑employee director cash fees in 2024 ranged from $17,222 to $120,000 depending on service and roles; employees do not receive additional board pay .
Compensation Committee (Process & Advisors)
- Composition and independence summarized above; empowered to retain/oversee independent compensation consultants and advisors .
Equity Plan and Overhang
- 2021 Omnibus Equity Incentive Plan expanded in 2024 to 800,000 Class A shares to preserve capacity for future equity awards (options, RSUs, SARs, other stock‑based awards) .
- Change‑in‑control provisions permit vesting acceleration at administrator discretion in addition to individual agreements .
Risk Indicators & Red Flags
- Very large severance multiples: 5× cash severance (non‑CIC) and 10× (post‑CIC within 12 months) for CEO are materially above market norms and can misalign incentives or create parachute optics .
- Combined CEO/Chair structure: Governance risk mitigated in part by Lead Independent Director as of 2025 .
- Related‑party exposure: Ongoing sublease, advances, and subcontracting between Sidus and CTC (controlled by CEO) require continued audit committee scrutiny .
- Compensation committee activity: Zero compensation committee meetings disclosed for FY2024; may raise oversight/process questions given major pay/plan decisions .
- Hedging/pledging policies: Robust prohibitions are in place, reducing alignment risks from hedging or collateral pledging by insiders .
Investment Implications
- Alignment: CEO has high voting influence via 100,000 Class B shares (10 votes/share) and added 5,000 Class A by 2025; however, lack of outstanding CEO equity awards at YE2024 reduces near‑term vesting‑driven selling pressure and limits explicit pay‑for‑stock performance alignment absent future grants .
- Retention/Control: Oversized severance (5×/10×) suggests very low retention risk but raises parachute/governance concerns; combined CEO/Chair with Lead Independent Director moderates but does not eliminate governance risk .
- Liquidity/Selling Pressure: No CEO options/RSUs outstanding and strict no‑hedge/pledge policy reduce mechanical supply from vesting or margin calls; monitor any future equity grants given 2021 Plan expansion to 800,000 shares .
- Execution Risk: FY24 revenue decline and wider net loss reflect transition costs and depreciation; management highlights capital efficiency gains and constellation ramp, but equity investors should price continued losses and financing needs while tracking revenue mix shift toward higher‑margin satellite/data offerings .
Sources: 2025 and 2024 DEF 14A (board, comp, ownership, related‑party), FY2024 10‑K exhibits (insider trading/hedging/pledging), and 2025 press release (FY24 financials). All citations embedded above.