Lee Van Arsdale
About Lee Van Arsdale
Lee Van Arsdale, age 72, is an independent director of Safe Pro Group Inc. and serves as Chairman of the Nominating and Corporate Governance Committee; he is also a member of the Audit and Compensation Committees . A decorated U.S. Army Special Forces officer with 25+ years’ service (Silver Star, Purple Heart), he transitioned to senior executive roles including CEO of Triple Canopy and leadership positions in national security and data analytics; his education includes a B.S. from the U.S. Military Academy at West Point and an M.S. from the University of Colorado, plus U.S. Army War College and Armed Forces Staff College credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Triple Canopy Inc. | Chief Executive Officer | 2006–2009 | Led integrated security solutions company |
| Creative Radicals | CEO; Director | CEO prior; Director since 2019 | Data analytics software leadership; board oversight |
| Bechtel Nevada Corporation | Assistant General Manager, National Security Response | Post-military | National security response leadership |
| Unconventional Solutions, Inc. | Executive at private consulting firm | Post-military | Strategic consulting |
| UNLV Institute for Security Studies | Founding Executive Director | Post-military | Built academic institute for security studies |
| U.S. Army (Special Forces/Special Mission Unit) | Senior officer; multiple combat tours | ~25 years | Silver Star, Purple Heart; leadership in special operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Thayer Leadership | Faculty (executive leader development) | Since 2010 | Executive leadership education |
| Creative Radicals | Director | Since 2019 | Board member at data analytics firm |
| Various public/private companies | Director | Not disclosed | “Several” boards noted without specifics |
Board Governance
- Committee memberships: Audit (member), Compensation (member), Nominating & Corporate Governance (Chair) .
- Independence: Meets Nasdaq and Rule 10A-3 standards for audit and compensation committee independence .
- Board leadership context: CEO also serves as Chair of the Board; independent directors can call executive sessions without management .
- Shareholder support: Re-elected at 2025 Annual Meeting with 7,703,672 votes for, 3,480 withheld; broker non-votes 1,321,457 .
- Attendance rate: Not disclosed in proxy; no meeting attendance metrics provided .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $48,000 per year | Payable quarterly to non-employee directors |
| Committee fees | TBD | Additional compensation to committee members/chairs “not yet determined” |
| Meeting fees | Not disclosed | No specific meeting fees disclosed |
| Expense reimbursement | Reasonable out-of-pocket | Reimbursed with documentation |
Performance Compensation
| Award Type | Grant Detail | Vesting/Terms | Source |
|---|---|---|---|
| Initial restricted stock award | 50,000 shares of common stock (one-time for non-employee directors) | Not detailed; standard RS award; dividends only upon vesting per plan design | |
| Stock options eligibility | Eligible; amounts set by Compensation Committee | Exercise price ≥ fair market value; term ≤ 10 years | |
| Non-employee director comp cap | $500,000 total value per calendar year (cash + equity) | 2025 Stock Plan limit | |
| Change-in-control treatment | Committee may accelerate vesting/settlement of awards upon change in control | Discretionary acceleration and/or cash-out provisions | |
| 2025 Insider grant | Stock Award (Grant) of 25,000 shares on 08/22/2025; post-holdings 97,812 shares | Granted under 2022 Equity Incentive Plan; Form 4 filed 08/26/2025 |
Performance metrics for director equity are not specified; plan permits performance-based goals broadly for awards, but director awards are typically service-based .
Other Directorships & Interlocks
| Company | Role | Committee Role | Interlock/Conflict Notes |
|---|---|---|---|
| Creative Radicals | Director | Not disclosed | No SPAI disclosed dealings with Creative Radicals |
| “Several” public/private companies | Director | Not disclosed | Specific companies not named; no interlocks disclosed in proxy |
Expertise & Qualifications
- Special operations leadership and national security expertise; combat-decorated (Silver Star, Purple Heart) .
- Executive leadership in security services and data analytics; board experience across multiple entities .
- Education: B.S. West Point; M.S. University of Colorado; U.S. Army War College; Armed Forces Staff College .
- Recognitions: West Point Distinguished Graduate (2022); Distinguished Member of the Special Forces Regiment (2024); Army War College Foundation Excellence in Writing award .
Equity Ownership
| As of Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| April 28, 2025 (record date) | 72,812 | <1% | SPAI outstanding shares: 15,172,185 |
| Aug 22, 2025 (post grant) | 97,812 | Not stated | Post-transaction holdings per Form 4/Nasdaq |
- Vested vs. unvested shares: Not disclosed .
- Options/RSUs: Director-specific outstanding options/RSUs not disclosed; initial RS award disclosed for all non-employee directors .
- Pledged shares: No pledging disclosures for Van Arsdale .
- Ownership guidelines: Not disclosed for directors .
Governance Assessment
- Strengths:
- Independent director with chair role in Nominating & Corporate Governance and membership on Audit and Compensation, aligning with board effectiveness and oversight separation .
- Strong shareholder support in 2025 election, indicating investor confidence (7.70M votes for; minimal withheld) .
- Robust plan governance features (no repricing without shareholder approval; non-employee director compensation cap; dividend payments only upon vesting), which mitigate shareholder-unfriendly practices .
- Potential risks and red flags:
- Attendance not disclosed; lack of transparency on director meeting attendance and committee fees (TBD) may hinder assessment of engagement and independence signals .
- Evergreen provision in 2025 Plan (automatic 5% annual share increase) increases dilution risk; directors, including Van Arsdale, influence compensation policy, so vigilance on grant sizing is warranted .
- Change-in-control provisions permit acceleration/cash-out of awards at Committee discretion, which can misalign incentives in sale scenarios if not carefully governed .
- Combined CEO/Chair structure may reduce independent board oversight; elevates importance of Van Arsdale’s committee leadership and independent sessions .
Insider Trades
| Date | Transaction | Security | Shares | Price | Post-Holdings | Source |
|---|---|---|---|---|---|---|
| 08/22/2025 | Stock Award (Grant) | Common Stock | 25,000 | $0.00 | 97,812 |
Related Party Transactions
- No related party transactions disclosed involving Lee Van Arsdale; related party exposures primarily involve Pravin Borkar and family entities, and CEO’s prior ownership in an acquired subsidiary, none of which implicate Van Arsdale .
Compensation Committee Analysis
- Compensation Committee members: John E. Miller (Chair), Arthur T. Dean, Lee Van Arsdale; all independent and non-employee directors .
- Use of independent compensation consultant: Not disclosed .
- Committee composition changes: Not disclosed .
Overall, Van Arsdale’s independent status, multi-committee roles, and governance chairmanship are positives for board effectiveness. Monitoring dilution from evergreen features and clarity on attendance/committee fee policies would strengthen investor confidence .