Arthur Dean
About Arthur T. Dean
Arthur T. Dean, age 79, is an independent director of Safe Pro Group Inc. (SPAI) and serves as Chairman of the Audit Committee; he is designated as the Board’s audit committee financial expert under Item 407(d)(5) of Regulation S‑K . He joined the Board as part of SPAI’s addition of non‑employee directors in January 2024 and currently sits on all three standing committees (Audit, Compensation, Nominating & Corporate Governance) . Dean’s background includes senior U.S. Army personnel leadership roles and over two decades as Chairman/CEO of CADCA, with multiple national governance and leadership awards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community Anti‑Drug Coalitions of America (CADCA) | Chairman & CEO; later Chairman & CEO Emeritus | Aug 1998 – Feb 2021 | Led national coalition of 5,000+ community organizations; extensive senior leadership and complex budget oversight |
| U.S. Army (FORSCOM; Army HQ) | Director of Military Personnel Management; Deputy Chief of Staff for Personnel & Installation Management (FORSCOM) | Not disclosed | Senior personnel leadership; recognized with multiple awards; audit committee chair experience on various boards |
| Various boards (unspecified) | Audit Committee Chair | Not disclosed | “Has served on numerous boards and has been an audit committee chair” (specific entities not named) |
External Roles
| Category | Company/Institution | Role | Notes |
|---|---|---|---|
| Public company boards | Not disclosed | — | No specific current public company directorships identified in proxy |
| Private/non‑profit | CADCA | Chairman/CEO; Chairman & CEO Emeritus | National prevention leadership; awards include Franklin Award for Citizen of the Year and others |
Board Governance
- Board composition: 5 directors, 3 independent (Dean, Miller, Van Arsdale) .
- Independence: Dean meets Nasdaq independence and Rule 10A‑3 audit committee independence; also designated Audit Committee Financial Expert .
- Board leadership: CEO also serves as Chair; independent directors may convene executive sessions without management; frequency not disclosed .
| Committee | Members | Chair | Independence/Notes |
|---|---|---|---|
| Audit | Dean, Miller, Van Arsdale | Arthur T. Dean | All independent; Dean is “audit committee financial expert” |
| Compensation | Miller, Dean, Van Arsdale | John E. Miller | All independent; non‑employee directors per Rule 16b‑3 |
| Nominating & Corporate Governance | Miller, Dean, Van Arsdale | Lee Van Arsdale | All independent |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $48,000 per year (paid quarterly) | For non‑employee directors; approved starting Jan 2024 |
| Committee fees | TBD | Additional compensation for committee service; amounts “not yet determined” |
| Meeting fees | Not disclosed | No meeting fee policy disclosed |
| Expense reimbursement | Reasonable pre‑approved expenses reimbursed | Standard director policy |
Performance Compensation
| Equity Component | Grant Size/Terms | Vesting/Plan Limits | Notes |
|---|---|---|---|
| Initial restricted stock award | 50,000 shares of common stock | Subject to board‑approved terms; non‑employee director annual comp cap $500,000 (cash + equity, grant‑date fair value) | Directors also eligible for option grants at Committee’s discretion |
| Stock options eligibility | Amounts determined by Compensation Committee | Exercise price ≥ fair market value; term ≤ 10 years; no repricing without shareholder approval | |
| Plan features | No tax gross‑ups; dividend limits; 10‑year plan term | Non‑employee director annual cap $500,000; evergreen share increase (5% annually, board may reduce/zero) |
Performance Metric Framework (for any performance‑based equity under the plan)
| Metric Category (Plan allows) | Examples |
|---|---|
| Financial | Earnings, EPS, EBITDA, EBIT, revenue growth, margins, cash flow, ROA/ROE, working capital turns |
| Market | Share price, total shareholder return (TSR), market share, investment rating |
| Operational | Expense management, inventory turnover, leverage ratio, debt coverage |
| Milestones | Technological milestones; clinical milestones (if applicable) |
| Relative goals | Measured vs peer indices or companies; company/segment/total enterprise basis |
No director‑specific performance metrics are disclosed; SPAI’s plan enables performance‑conditioned awards generally, at the Committee’s discretion .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company boards | Not disclosed in proxy |
| Compensation committee interlocks | None; no SPAI officer served on another company’s comp committee, and SPAI’s comp committee members have not been SPAI officers/employees |
Expertise & Qualifications
- Audit committee financial expert; extensive oversight of financial reporting and controls; prior audit chair experience across boards .
- Senior leadership in personnel management at FORSCOM; complex budget and organizational leadership skills .
- National recognition including Franklin Award; NPN Lifetime Achievement; US Army War College Outstanding Alumnus; Adjutant General Corps Hall of Fame .
Equity Ownership
| Holder | Shares Owned | % of Outstanding | Options (Exercisable/Unexercisable) | Pledged Shares |
|---|---|---|---|---|
| Arthur T. Dean | 50,000 | 0.33% (50,000 / 15,172,185) | None disclosed | Not disclosed; no pledging policy disclosure identified |
SPAI outstanding common shares: 15,172,185 (record date April 28, 2025) . Beneficial ownership table shows Dean at 50,000 shares (<1%) .
Governance Assessment
-
Positives
- Independent director; chairs Audit Committee; designated audit committee financial expert—supports strong oversight of reporting and controls .
- Broad leadership pedigree and governance awards; prior audit chair roles indicate committee effectiveness experience .
- Director pay structure mixes modest cash ($48k) with equity (50k RSUs), aligning interests; non‑employee compensation capped at $500k/year; no equity repricing without shareholder approval; no tax gross‑ups—shareholder‑friendly features .
- Audit Committee independence affirmed; Dean signed Audit Committee Report, indicating active oversight during FY2024 audit transition to RBSM LLP .
- No related‑party transactions involving Dean disclosed; Audit Committee reviews and must pre‑approve related‑party transactions .
-
Watch items / potential red flags
- Committee fee levels “not yet determined,” creating compensation variability until finalized .
- No board term limits; reliance on annual review of age/tenure—may reduce refresh cadence versus best practices .
- Evergreen feature in 2025 Plan (up to 5% annual share increase) introduces dilution risk; board can override .
- Attendance rates and executive session frequency not disclosed—limits external assessment of individual engagement .
Overall, Dean’s independence, audit expertise, and equity‑linked compensation support investor confidence; absence of disclosed conflicts and strong plan governance terms (no repricing, comp cap, no gross‑ups) are positive signals .
Notes and References
- Director biography and roles:
- Board and committee composition/independence:
- Director compensation program (cash, equity, committee fees):
- Outstanding shares and beneficial ownership:
- Related‑party transactions policy and disclosures:
- 2025 Equity Plan governance features (caps, no repricing, no gross‑ups; evergreen):
- Audit Committee Report and auditor transition: