Cole Oliver
About Cole Oliver
Cole “John Cole” Oliver is an independent director of Sidus Space, appointed in December 2021. He is an equity partner at Rossway Swan Tierney Barry & Oliver (since 2010) and previously clerked for Judge John Antoon II (U.S. District Court, Middle District of Florida). He holds a B.A. (Washington & Lee), an MBA (LSU, finance), and a J.D. (University of Florida, magna cum laude; Editor-in-Chief, Florida Law Review). Age 46 as of April 28, 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rossway Swan Tierney Barry & Oliver | Equity Partner | 2010–present | Legal and governance expertise |
| U.S. District Court, M.D. Florida (Hon. John Antoon II) | Federal Law Clerk | Not disclosed | Federal judicial experience |
| East Coast Zoological Society | President | Not disclosed | Community leadership |
| Brevard County Economic Development Commission | Member | Not disclosed | Economic development engagement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cypress Capital Group | Director | Current | Board role |
| Cypress Bank & Trust | Director | Current | Board role; interlock with SIDU director/CEO of Cypress Bank & Trust (Dana Kilborne) |
| St. Johns River Water Management District | Governing Board Member | Current | Regional governance |
| Brevard County Charter Review Commission | Member | Current | Local governance |
| Holy Trinity Episcopal Academy | Treasurer, Board of Directors | Current | Financial oversight |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Mr. Oliver is an “independent director” under Nasdaq and SEC rules |
| Board Attendance | FY2024: Board met 6 times; all directors attended every meeting |
| Committees (as of Dec 31, 2024) | Audit Committee (member; Chair: Dana Kilborne); Compensation Committee (member; Chair: Jeffrey Shuman); Nominating & Governance Committee (member; Chair: Lavanson Coffey) |
| Committee Meetings (FY2024) | Audit: 7; Compensation: 0; Nominating & Governance: 2 |
| Lead Independent Director | Jeffrey Shuman has served as Lead Independent Director since Feb 2025 |
| Risk Oversight | Audit: financial reporting, controls, compliance, cybersecurity/data privacy; Compensation: incentive risk; N&G: corporate/legal/regulatory risk |
| Governance Documents | Committee charters and Code of Conduct available on investor website |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| 2023 | 0 (Company disclosed no compensation for non-employee directors in 2023) | 0 | 0 |
| 2024 | 50,000 | 20,000 | 70,000 |
Notes:
- The proxy provides totals and “All Other Compensation” but does not itemize its components for directors. No equity awards to non-employee directors were reported for 2023; FY2024 director compensation is shown above.
Performance Compensation
| Grant/Action Date | Instrument | Shares/Units | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|
| 2025-08-01 | RSUs | 8,936 | 6,975 vested and converted to Class A shares on grant date; remaining 490 scheduled on 1/1/2026, 4/1/2026, and 7/1/2026 | Time-based; no performance conditions disclosed (director award) |
| 2025-10-01 | RSU vesting (tranche) | 490 | Vested and converted to Class A shares; $0 consideration | Time-based; no performance conditions disclosed |
Other Directorships & Interlocks
- Other public company boards: None disclosed.
- Interlocks/overlaps:
- Oliver serves on boards of Cypress Capital Group and Cypress Bank & Trust; SIDU director Dana Kilborne is President/CEO and a director of Cypress Bank & Trust (interlock outside SIDU that may affect perceived independence if Cypress ever transacts with SIDU). No related-party transactions with Cypress were disclosed.
Expertise & Qualifications
- Legal and governance: Equity partner at a law firm; JD (UF, magna cum laude, EIC Florida Law Review)
- Finance: MBA (LSU, finance); skills matrix marks finance competency
- Corporate governance/operations/risk: Board skills matrix highlights corporate governance, business operations, and risk management
- Community and regulatory experience: Service on water management district and local boards
Equity Ownership
| Date | Class A Shares Beneficially Owned | Class B Shares Beneficially Owned | % of Common Stock | Notes |
|---|---|---|---|---|
| Record Date (Apr 28, 2025) | — (none reported) | — (none reported) | — | No reported beneficial ownership as of the proxy record date |
| Oct 1, 2025 (post-vesting) | ≥ 7,465 (6,975 on 8/1/2025 + 490 on 10/1/2025) | 0 (no Class B reported) | n/a | Remaining 490 RSUs scheduled each on 1/1/2026, 4/1/2026, 7/1/2026 |
Pledging/hedging: No pledging disclosed; the company references an Insider Trading Policy but does not detail director hedging/pledging prohibitions in the cited sections.
Insider Trades (Form 4)
| Date Filed | Transaction Date | Type | Securities | Amount | Price | Notes |
|---|---|---|---|---|---|---|
| 2025-08-04 | 2025-08-01 | RSU grant and immediate vest | RSUs/Class A | 8,936 granted; 6,975 vested/converted | $0 | Initial RSU grant with partial same-day vest conversion |
| 2025-10-02 | 2025-10-01 | RSU vesting | RSUs/Class A | 490 vested/converted | $0 | Scheduled tranche vested; remaining tranches in 2026 |
Related-Party Transactions & Conflicts
- Policy: The Audit Committee reviews and must approve or ratify related-party transactions; factors include risks, costs/benefits, director independence impact, and arm’s-length terms.
- Disclosed transactions: The proxy’s “Certain Transactions” section details arrangements with Craig Technical Consulting, Inc. (CTC) (CEO is sole owner) including loan assignment, revenue-based financing, subcontracting revenues, and professional services; no transactions involving Mr. Oliver are disclosed.
- Independence determination: After review of director relationships, the Board determined Mr. Oliver is independent under Nasdaq and SEC rules.
Compensation Committee Context (governance quality signal)
- Mandate and advisor authority: Compensation Committee oversees executive and director pay, with authority to retain independent compensation consultants and other advisors.
- Composition (as of Dec 31, 2024): Shuman (Chair), Oliver, Riera, Coffey; all independent.
- Activity: Committee held 0 meetings in FY2024.
Governance Assessment
- Alignment & skin-in-the-game: As of the 2025 record date, Mr. Oliver reported no SIDU share ownership; subsequent 2025 RSU grants/vests increased equity exposure (≥7,465 shares vested/converted by Oct 1, 2025), improving alignment with shareholders.
- Independence & attendance: Board designated Oliver as independent; Board attendance was 100% in 2024, indicating engagement.
- Committee workload: Audit and N&G were active in 2024 (7 and 2 meetings, respectively), but the Compensation Committee held 0 meetings—a potential process weakness to monitor given executive and director pay oversight.
- Interlocks/conflicts: Oliver’s directorships at Cypress Capital Group and Cypress Bank & Trust overlap with SIDU director Dana Kilborne’s CEO/director role at Cypress Bank & Trust; while not a disclosed related-party transaction, the overlap is an interlock to monitor for potential conflicts if Cypress entities transact with SIDU.
RED FLAGS
- Compensation Committee met 0 times in FY2024 despite responsibility for executive/director pay oversight.
- Ownership alignment was minimal at the 2025 record date (no reported holdings) and improved only after 2025 RSU grants/vesting; sustained equity ownership and any pledging/hedging limitations should be monitored.
- Board interlock: shared Cypress boards with another SIDU director/CEO of Cypress Bank & Trust—no related-party transaction disclosed, but a potential conflict vector if business arises.