Daniyel Erdberg
About Daniyel Erdberg
Founder, Chairman, and Chief Executive Officer of Safe Pro Group Inc. since inception in December 2021; age 47 as of April 28, 2025, with 20+ years as a C-level technology executive across drones, 5G, and SatCom, including leading recent Nasdaq listings and senior roles as CEO, President, and COO . Under his leadership, SPAI reported 102% YoY revenue growth in Q3 2024 (to $330,756) and nine‑month revenues up 100% to ~$1.281M; gross margin rose to 40.6% in Q3 2024 . FY2024 also saw annual revenue growth of ~$1.25M (+126%), though the company posted a net loss of $7.43M and disclosed going-concern risk in auditor reports .
Dual role governance: Erdberg serves as both CEO and Chairman. The board has five members, three of whom are independent; all standing committees (Audit, Compensation, Nominating & Governance) are composed solely of independent directors, with clear charters and committee chairs to mitigate independence concerns . The company allows independent‑only sessions and emphasizes board independence and governance flexibility .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Drone Aviation Corp | President | 2014–Sep 2019 | Led operations and growth in UAS; positioned for public-market activity |
| Drone Aviation Corp | CEO and Director | Oct 2019–Dec 2019 | Oversaw merger with COMSovereign Holding Corp in Dec 2019 |
| CyberNate Corp | Founder | Dec 2021 | Created new ventures; technology incubation post-drone merger |
Fixed Compensation
| Component | 2024 Amount | 2023 Amount | Notes |
|---|---|---|---|
| Base Salary ($) | $510,206 | $285,000 | Transition from Airborne Response ($225k) to SPAI CEO base ($360k); accruals paid on Aug 30, 2024 |
| All Other Compensation ($) | $66,000 | $27,700 | Health insurance reimbursement ($3,500/month max) and auto allowance ($1,000/month) structure; actual 2024 reflected insurance and auto per agreement |
| Director Fees | $0 | $0 | Excluded director (no director pay) |
Performance Compensation
| Metric/Plan | Target/Trigger | Actual/Payout | Vesting/Timing |
|---|---|---|---|
| Annual Cash Bonus | Target 100% of base; minimum guaranteed 25% of base | Not disclosed | Earned if employed on last day of year; payable by Mar 15 following year |
| Long-Term Incentive (LTI) | Target 300% of base; Committee discretion to exceed | Not disclosed | Awards deemed “earned” if employed at end of performance period; paid by Mar 15 following year |
| Adjusted EBITDA Milestone Equity Award | $0.5M → 100,000 sh; $1.0M → 200,000 sh; $2.0M → 225,000 sh; $4.0M → 237,500 sh; $5.0M → 237,500 sh | Not disclosed | Awarded upon annual Adjusted EBITDA achievement; definition excludes non‑cash and non‑operating items |
| Market Cap Performance Award | $30M → 200,000 sh; $40M → 200,000 sh; $60M → 200,000 sh; $80M → 200,000 sh | Not disclosed | Granted upon maintaining target market cap for 22 consecutive trading days |
| Significant Transaction Bonus | 5% of total consideration (stock/cash/debt) for financings ≥$500k (ex‑IPO) or acquisitions ≥$1M | Not disclosed | Each qualifying closed transaction during term |
| Listing Registration Equity Award | 450,000 sh granted at Nasdaq listing; Erdberg elected to transfer 180,000 sh to employees; 270,000 sh issued to him | 270,000 sh; $4.27/sh grant-date price | Granted Aug 30, 2024 (listing date) |
Equity Ownership & Alignment
| Ownership Detail | Amount/Status |
|---|---|
| Total Beneficial Ownership | 5,740,000 shares (37.8% of 15,172,185 shares outstanding as of Apr 30, 2025) |
| Breakdown | 5,070,000 direct; 470,000 via DL2 Capital LLC; 200,000 via Erdberg Foundation Inc. |
| Vested/Unvested | 270,000 restricted shares issued at listing; milestone shares contingent on performance (see above) |
| Pledging/Hedging | Company policy prohibits pledging company securities and prohibits hedging without compliance officer approval |
| Lock‑Up | CEO, CFO, and directors entered lock‑up agreements dated July 19, 2025 expiring Dec 31, 2025, limiting near‑term insider selling |
Employment Terms
| Term | Provision |
|---|---|
| SPAI Employment Agreement | 5‑year agreement dated Nov 1, 2023; automatically extends for successive one‑year terms unless either party gives 90‑days’ notice; term recommenced Aug 30, 2024 upon Nasdaq listing |
| Base Salary | $360,000 initial base; minimum annual increases of ≥5% or CPI; no decreases without written consent |
| Benefits | Health insurance reimbursement up to $3,500/month (accruable and payable in stock at executive’s option) and auto allowance $1,000/month; travel reimbursement; retirement/welfare participation |
| Annual Cash Bonus | Target 100% of base; minimum 25% of base guaranteed |
| LTI Award | Target 300% of base salary annually; committee discretion; special awards permitted |
| Clawback | Dodd‑Frank Restatement Recoupment Policy adopted; recovery of erroneously awarded incentive compensation for three prior fiscal years upon restatement |
| Change‑of‑Control (equity) | 2025 Stock Plan permits acceleration/assumption/cashout of awards and performance deemed satisfied at target; no option repricing without shareholder approval |
| Prior Airborne Response Agreement (terminated Aug 30, 2024) | Severance of one year base salary for termination without cause or resignation with good reason |
2024–2023 Compensation Summary (Named Executive Officer)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $285,000 | $510,206 |
| Bonus ($) | $13,575 | Not disclosed |
| Stock Awards ($) | – | $1,152,927 |
| All Other Compensation ($) | $27,700 | $66,000 |
| Total ($) | $325,575 | $1,729,133 |
Footnotes: Salary reflects transition from Airborne Response employment terms to SPAI CEO base and payout of accrued balances at listing; 2024 stock award reflects 270,000 restricted shares at $4.27/sh after transferring 180,000 shares to employees .
Board Service and Governance
- Roles: Founder, Chairman of the Board, and CEO since December 2021 .
- Board composition: 5 directors; 3 independent; committees chaired by independent directors (Audit: Arthur T. Dean; Compensation: John E. Miller; Nominating & Governance: Lee Van Arsdale) .
- Independence safeguards: independent-only meetings permitted; flexible leadership structure; dual-role noted and mitigated through independent committee oversight and charters .
- Director compensation (non-employee): $48,000 annual cash retainer; initial 50,000 restricted shares; committee fees TBD; excluded directors (like CEO) receive no director pay .
Performance & Track Record
- Growth: Q3 2024 revenue up 102% YoY to $330,756; nine-month revenue doubled to ~$1.281M; Q3 gross margin expanded to 40.6% .
- Strategic achievements: SpotlightAI processed 840,614+ images as of Nov 2024 and 1.2M+ images with 22,000+ explosive threat detections by March 2025; USPTO issued patent (US 12,146,729) covering AI explosive detection; UNDP purchase order for field survey; expansion of Drone-as-a-First-Responder services .
- Risks: FY2024 net loss of $7.43M and auditor going-concern emphasis; dependence on FPL for ~49% of 2024 revenue; supply chain and regulatory constraints across UAS and PPE .
Related Party and Alignment Considerations
- Airborne Response acquisition: Erdberg owned 35.9% of Airborne; received 1,175,000 shares of Series B Preferred in SPAI; Series B convertible upon IPO .
- Ownership structures: material holdings via DL2 Capital LLC and Erdberg Foundation Inc. included in beneficial ownership .
- Insider Trading Policy: robust pre‑clearance, blackout windows, and prohibitions on pledging/hedging to preserve alignment .
- Lock‑up: CEO subject to lock-up through Dec 31, 2025 alongside other insiders, moderating near-term selling pressure .
Investment Implications
- Alignment: High insider ownership (37.8%) and policy prohibitions on pledging/hedging align executive incentives with long‑term equity value; lock‑ups limit short‑term selling pressure .
- Incentive design: Clear performance‑linked share grants tied to Adjusted EBITDA and sustained market cap thresholds create direct linkage to operating profitability and market valuation; annual bonus minimum (25% of base) and sizable LTI target (300% of base) indicate meaningful at‑risk pay, though specific performance outcomes are not yet disclosed .
- Governance: CEO/Chair dual role mitigated by independent committees and charters; continued attention warranted given early‑stage profile and concentrated ownership .
- Risk/Return: Strong early growth in revenue and margins, patent/IP progress, and program wins balance going‑concern warnings, customer concentration (FPL), and capital needs; execution against EBITDA milestones and market cap thresholds will be critical to assess pay‑for‑performance and dilution dynamics over time .