Thomas Ridge
About Thomas J. Ridge
Governor Thomas J. Ridge (age 79) is an independent director of SKYX Platforms Corp., serving on the Board since June 2013. He is the founder and Chairman of Ridge Global, former U.S. Secretary of Homeland Security (2003–2005), two-term Governor of Pennsylvania (1995–2001), and a former U.S. Congressman (1983–1995), bringing deep risk management and cybersecurity expertise to the Board . He beneficially owns approximately 1.5% of SKYX common stock, aligning interests with shareholders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Homeland Security | Secretary | 2003–2005 | Led creation and early oversight of DHS; national security leadership |
| Commonwealth of Pennsylvania | Governor | 1995–2001 | State executive leadership; policy, operations, and governance experience |
| U.S. House of Representatives | Member | 1983–1995 | Legislative oversight and national policy experience |
| The Hershey Company | Director | Nov 2007–May 2018 | Public board service at global consumer company |
| LifeLock, Inc. (acq. by Symantec) | Director | Mar 2010–Feb 2017 | Data privacy/identity protection industry oversight |
| Advaxis, Inc. | Director | Aug 2015–Mar 2018 | Clinical-stage biotech governance |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Ridge Global, LLC | Chairman (previously CEO & President) | Since July 2006 |
| Ridge Schmidt Cyber | Co‑Founder | Since 2014 |
| Ridge Policy Group | Partner | Since April 2010 |
| Bipartisan Commission on Biodefense | Co‑Chair | Current |
| National Organization on Disability | Chairman Emeritus | Current |
| Center for the Study of the Presidency and Congress | Board of Counselors | Current |
Board Governance
- Committee assignments: Not currently serving on Audit, Compensation, or Nominating & Corporate Governance committees; committee membership comprises DiMattia, Golden (Chair of Audit & Compensation), and Greenstein Brayer (Chair of Nominating) .
- Independence: Determined independent under Nasdaq and SEC rules; non‑independent directors are Kohen, Shiff, and Sokolow .
- Attendance: The Board held six meetings in 2024; Ridge did not attend at least 75% of Board/committee meetings due to health‑related issues (engagement risk) .
- Annual meeting: Company encourages attendance; attendees in 2024 included Kohen, Sokolow, DiMattia, and Greenstein Brayer (Ridge not listed among attendees) .
Fixed Compensation
| Component | 2024 Amount | Structure/Notes |
|---|---|---|
| Annual cash retainer | $0 | Director retainer is $30,000; Ridge elected to receive retainer in common stock for 2024 and 2025 (stock‑settled election reduces cash signal) |
| Stock awards | $35,450 | Includes annual restricted stock grant and stock‑settled retainer; RSUs/restricted stock vest immediately on Program Grant Date |
| Option awards | $1,575 | Annual options at $1.09 exercise price; monthly vest over 12 months starting April 30, 2024; five‑year term |
| Committee fees (member) | $0 | Additional grants (3,000 RS + 3,000 options per committee) apply only to committee members; Ridge is not a member |
| Committee chair fees | $0 | Additional grants (2,000 RS + 2,000 options per chair) apply only to chairs; Ridge is not a chair |
| Total | $37,025 | Sum of stock and option award fair values; no cash fees in 2024 |
Program design specifics:
- Annual director equity: 5,000 restricted shares (vest immediately) + options to purchase 5,000 shares (12 monthly vest; 5‑year expiry; exercise price = closing price on Program Grant Date) .
- Equity for committee service: Additional 3,000 restricted shares + options to purchase 3,000 shares; for chairs, an additional 2,000 restricted shares + options to purchase 2,000 shares (same vesting/expiry terms) .
- Business Strategy & Development Committee equity (non‑employee members): 12,500 restricted shares + options to purchase 12,500 shares annually; Ridge is not a member .
Performance Compensation
| Metric/Grant | Quantity | Vesting | Exercise/Terms |
|---|---|---|---|
| Annual restricted stock (Director Program) | 5,000 shares | Immediate on Program Grant Date | N/A |
| Annual stock options (Director Program) | 5,000 options | 12 equal monthly installments; began Apr 30, 2024 | $1.09 exercise; 5‑year term |
| Committee member equity | N/A | N/A | N/A |
| Committee chair equity | N/A | N/A | N/A |
| Clawback policy (Plan awards subject) | Policy applies | Covers erroneously awarded incentive‑based comp upon restatements; adopted 2023 | Plan awards subject to forfeiture/recoupment |
No director‑level performance metrics (e.g., revenue, EBITDA, TSR) are tied to Ridge’s compensation; director equity awards are time‑based per the Director Compensation Program .
Other Directorships & Interlocks
- Current public company boards: None disclosed .
- Prior public company boards: Hershey, LifeLock, Advaxis (see Past Roles table) .
- Interlocks: No disclosed shared directorships with SKYX competitors/suppliers/customers; no related‑party transactions identified for Ridge in 2023–2025 .
Expertise & Qualifications
- Governance and risk oversight: Extensive leadership in government and private sector with specialization in risk management and cybersecurity; serves/co‑founded multiple cyber and policy organizations .
- Board tenure/experience: SKYX director since 2013; prior service on multiple public company boards enhances committee process understanding (though not currently assigned to core committees) .
Equity Ownership
| Holder | Common Shares | Options Exercisable (≤60 days) | Total Beneficial Ownership | Ownership % | Total Voting Power % |
|---|---|---|---|---|---|
| Thomas J. Ridge | 1,048,770 | 566,250 | 1,615,020 | 1.5% | 1.4% |
- Hedging/pledging: Company policy prohibits hedging and short sales and restricts pledging/margin use absent prior approval, supporting alignment; no pledges disclosed for Ridge .
- Ownership guidelines: Not disclosed for directors in the proxy –.
Insider Trades (Form 4 Highlights)
| Date Filed | Reported Event Date(s) | Event | Instrument |
|---|---|---|---|
| Jan 3, 2025 | May 1, 2023; Jun 30, 2023; Sep 30, 2023; Dec 31, 2023; Apr 4, 2024 | Conversion of preferred to common; quarterly restricted stock issued in lieu of cash retainer; annual grant of restricted stock and options under Director Program | Preferred→Common; Restricted Stock; Stock Options |
Note: Company disclosed certain delinquent Section 16(a) filings, including Ridge’s Jan 3, 2025 Form 4 covering prior‑period transactions; administrative timeliness issue to monitor .
Governance Assessment
- Positives:
- Independence affirmed; significant governance and cybersecurity expertise relevant to SKYX’s risk oversight, including AI and cyber risk focus at the Audit Committee level (committee oversees, though Ridge is not a member) .
- Ownership alignment via stock‑settled retainer and meaningful equity stake; hedging/pledging restrictions further align interests .
- Concerns / RED FLAGS:
- Attendance shortfall: did not meet 75% attendance threshold in 2024 due to health‑related issues; persistent under‑attendance could impair board effectiveness if ongoing .
- Filing timeliness: disclosed delinquent Section 16(a) reporting (Form 4 filed Jan 3, 2025 for earlier transactions); while remedied, it indicates administrative control gaps to watch .
- Implications:
- Given no committee roles, Ridge’s influence is primarily at the full Board level; leveraging his cyber and risk background in Board discussions is valuable, but attendance and engagement levels warrant monitoring for investor confidence .