Christopher Todd
About Christopher Todd
Christopher Todd, age 54, is President and founder of Airborne Response Corp. and serves within SPAI’s structure under an employment agreement assumed at the August 29, 2022 acquisition of Airborne Response; the agreement identifies him as Airborne’s Chief Operating Officer with SPAI compensation and bonus eligibility . He holds a BA in journalism/mass communications from Drake University and an Executive Master in Professional Studies in emergency and disaster management from Georgetown University; he is a Certified Emergency Manager (CEM®) and FAA‑certified remote pilot with extensive incident response experience (hurricanes, collapses, aircraft accidents) and leadership of public safety drone programs . His pay‑for‑performance levers include a revenue “Contribution Margin” bonus (contract-specific percentages by year) and an annual cash bonus opportunity up to 100% of base salary subject to Compensation Committee criteria; 2024 bonus paid was $100,000, with 2023 bonus of $20,363 . The proxy does not disclose TSR, revenue growth, or EBITDA growth outcomes tied to Mr. Todd specifically; performance linkage is primarily to revenue Contribution Margin and annual bonus criteria .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Airborne Response Corp. | President & Founder | Aug 2016–present | Built UAS emergency/disaster response capabilities; led public safety drone operations programs |
| Various Fortune 500 firms & major sports organizations | Analyst (digital marketing/content strategies) | Not disclosed | Advised on digital marketing and content strategies enhancing engagement and reach |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AIRT, Inc. (501(c)3) | Executive Director | Not disclosed | Oversees Drones For Good®; home of DRONERESPONDERS, advancing public safety drone ops with >15,000 members across >75 countries |
| AUVSI, Florida Peninsula Chapter | President | Not disclosed | Industry leadership in unmanned systems community |
| Southeast Florida All‑Hazards Incident Management Team | Command staff | Not disclosed | Supports regional incident management and complex incident response |
| InfraGard (FBI public‑private partnership) | Member | Not disclosed | Critical infrastructure information‑sharing network participation |
| U.S. Coast Guard Auxiliary | Prior Deputy Director, Governmental & Public Affairs; Member | Not disclosed | Named 2007 National “Auxiliarist of the Year”; government/public engagement |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $225,000 (20) | $225,000 (16) |
| All Other Compensation ($) – medical insurance payable | $18,000 (19) | $18,000 (19) |
Notes:
- Base salary under employment agreement: $225,000 annually .
- A portion of base salary may be accrued and, at Mr. Todd’s election, paid in SPAI common stock .
Performance Compensation
Cash Bonuses
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Bonus ($) – performance‑based tied to revenue | $20,363 (17) | $100,000 (17) |
Footnote (17) in the proxy states bonuses “were earned by the respective officers per their employment agreements. The bonus is a performance‑based bonus tied to revenue.”
Incentive Mechanics and Outcomes
| Incentive Type | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Contribution Margin bonus (contract‑specific) | Not disclosed | Percent of Contribution Margin: 15% (2023); 10% (2024); also 15% and 20% for certain 2022 contracts | Not disclosed | $20,363 (2023); $100,000 (2024) | Cash, paid when earned (no vesting schedule disclosed) |
| Annual cash bonus opportunity | Up to 100% of base salary | Company meets/exceeds Compensation Committee criteria | Not disclosed | Included in “Bonus ($)” above | Cash, paid by March 15 following year; deemed “earned” if employed on last day of year |
Equity Awards
| Grant Type | Grant Date | # Shares/Options | Fair Value | Strike Price | Expiration/Term | Vesting Schedule |
|---|---|---|---|---|---|---|
| Restricted Stock | Dec 29, 2022 | 250,000 | $1.94 per share | — | — | Vests contingent on listing on a National Market Exchange; Board accelerated vesting on Dec 31, 2023; SPAI listed Aug 30, 2024 |
| Stock Options | 2024 grant (proxy footnote) | 25,000 | $15,527 aggregate grant date fair value | $3.40 | Estimated term 3.5 years for valuation | Vesting schedule not disclosed; 12,500 options are currently exercisable within 60 days |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 732,500 |
| Ownership as % of shares outstanding | 4.8% (based on 15,172,185 shares outstanding on Apr 30, 2025) |
| Direct/indirect holdings | 720,000 shares held by Christopher Todd Inc. |
| Options exercisable (within 60 days) | 12,500 options at $3.40 |
| Shares outstanding reference | 15,172,185 |
| Pledging/Hedging | Not disclosed in proxy; Insider Trading Policy prohibits trading while aware of MNPI |
Employment Terms
| Term | Detail |
|---|---|
| Agreement date & structure | Employment agreement dated March 21, 2022 (assumed by SPAI at Aug 29, 2022 acquisition); 3‑year term with successive 1‑year renewals unless either party gives 30‑days’ notice of non‑renewal |
| Role & pay | Serves as Airborne’s Chief Operating Officer; annual base salary $225,000; participation in retirement and welfare benefits; portion of salary may be accrued and paid in SPAI common stock at his election |
| Performance bonus | Contract‑specific Contribution Margin bonus: 15% (2023) and 10% (2024); also 15% and 20% for certain 2022 contracts; definition of Contribution Margin provided (net revenue less contract‑related expenses) |
| Annual cash bonus | Up to 100% of then‑current base salary, if SPAI meets/exceeds Compensation Committee criteria |
| Severance | One year of base salary upon termination “without cause” or resignation with “good reason” (as defined) |
| Clawback (recoupment) | SPAI adopted a Dodd‑Frank Restatement Recoupment Policy; Committee will recoup erroneously awarded incentive‑based compensation for restatements covering the prior 3 completed fiscal years |
| Equity plan & CIC treatment | 2025 Stock Plan prohibits repricing without shareholder approval; Committee discretion on Change‑in‑Control to accelerate vesting/deem performance goals satisfied, or cash‑out/assume awards |
Investment Implications
- Alignment: Todd holds 4.8% beneficial ownership (732,500 shares), including 720,000 via his entity and 12,500 in‑the‑money options at $3.40, indicating meaningful “skin‑in‑the‑game” and alignment with shareholders .
- Pay mix shift: 2023 compensation was equity‑heavy (250,000 RS shares at $1.94; $485,000 stock awards), while 2024 emphasized cash performance (bonus $100,000) with a modest option grant ($15,527 fair value), reducing equity overhang and near‑term selling pressure relative to prior accelerated vesting .
- Performance linkage: Bonuses are explicitly tied to revenue Contribution Margin on specified customer contracts and subject to annual bonus criteria—supportive of pay‑for‑performance and contract profitability focus .
- Retention economics: One‑year base salary severance is moderate; auto‑renew structure with ability to pay salary in stock supports cash conservation while maintaining continuity .
- Governance signals: The Dodd‑Frank recoupment policy strengthens accountability; however, plan‑level CIC discretion to accelerate vesting could create windfall risk in a sale scenario absent stringent performance conditions .
- Red flags to monitor: The Board’s 2023 acceleration of Todd’s restricted share vesting ahead of the listing is shareholder‑unfriendly if performance conditions weren’t fully met; monitor future equity award modifications and any repricing (currently prohibited without shareholder approval) .
Section 16(a) filings were timely in 2024 per the proxy, but Form 4 transaction‑level detail for selling pressure is not included in the proxy; monitor ongoing filings for vesting‑related sales .