Danelle Barrett
About Danelle Barrett
Rear Admiral (Ret.) Danelle M. Barrett is an independent director of ShoulderUp Technology Acquisition Corp. (SUAC) and has served on the Board since November 19, 2021. She is a former U.S. Navy Cybersecurity Division Director and Deputy Chief Information Officer (2017–2019) and previously Director of Current Operations at U.S. Cyber Command (2015–2017). As of the 2023 SUAC proxy, she was 56; she holds advanced degrees in information management, national security, and management/human resources, and has deep cybersecurity and digital modernization credentials. She is currently an independent director at Progressive (since 2023).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Navy (Chief of Naval Operations staff) | Cybersecurity Division Director & Deputy CIO | 2017–2019 | Led Navywide digital and cybersecurity strategy, enterprise IT modernization, and cloud governance for ~700K personnel |
| U.S. Cyber Command | Director of Current Operations | 2015–2017 | Directed global cyber offensive/defensive operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Progressive Corporation (PGR) | Director | 2023–present | Member, Executive Committee |
| Federal Home Loan Bank of New York | Independent Director | Nov 2020–present | Not disclosed in SUAC filings |
| Protego Trust Bank, N.A. | Independent Director | Feb 2021–present | Not disclosed in SUAC filings |
| KVH Industries, Inc. (KVHI) | Independent Director | 2020–2022 | Chair, Compensation Committee (from June 2021) |
| Deep Water Point (consulting) | Principal | 2020–present | Government management consulting |
Board Governance
- Independence: SUAC’s Board determined Barrett is an “independent director” under NYSE and SEC rules.
- Committee assignments at SUAC: Member, Compensation Committee (with Lauren Anderson and Janice Bryant Howroyd).
- Classified board: Barrett is in the first class of directors (with Lauren Anderson); that class’s term expires at SUAC’s first annual meeting.
- Attendance: In 2022, SUAC’s Board held four meetings; “all directors attended at least 75%” except two (names not specified). All directors are expected to attend Board, committee, and stockholder meetings absent cause.
- Annual meeting attendance policy: SUAC does not have a formal policy regarding Board attendance at annual meetings; all directors are invited.
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual retainer (cash) | None | SUAC states “no compensation of any kind” will be paid to existing stockholders, officers, or directors prior to a business combination; sponsor receives $10,000/month admin fee (not director compensation) |
| Committee fees | None | No fees disclosed for directors at SUAC pre-business combination |
| Meeting fees | None | Not disclosed/none pre-business combination |
Performance Compensation
| Component | Terms | Metrics | Vesting |
|---|---|---|---|
| Equity awards (RSUs/PSUs/Options) | None | N/A | N/A |
SUAC discloses no equity or incentive compensation for directors prior to completing a business combination.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Notes |
|---|---|---|
| Progressive (PGR) | Director; Executive Committee member | No disclosed overlap with SUAC’s sponsor, targets, or counterparties; standard large-cap financial services issuer |
| FHLB of New York | Independent Director | Regulated GSE; no SUAC overlap disclosed |
| Protego Trust Bank, N.A. | Independent Director | Fintech/digital asset custody focus; no SUAC overlap disclosed |
| KVH Industries (former) | Independent Director; Comp Committee Chair | Past role; no SUAC overlap disclosed |
Expertise & Qualifications
- Cybersecurity/Technology risk: 30+ years in global telecom/cyber operations; Navy Deputy CIO and U.S. Cyber Command leadership.
- Compensation governance: Former Chair of KVH Industries’ Compensation Committee.
- Board governance in regulated/financial sectors: Director at Progressive; independent director at FHLB of New York.
- Education: B.A., Boston University; M.S. in Information Management (Syracuse); M.A. in National Security Strategic Studies (U.S. Naval War College); M.A.s in Management and Human Resource Development (Webster).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of Date |
|---|---|---|---|
| Danelle Barrett | 0 — “—” in table | <1% | Jan 13, 2025 |
| All execs/directors as a group (7 individuals) | 11,800,000 | 95.59% | Jan 13, 2025 |
| ShoulderUp Technology Sponsor LLC (Sponsor) | 11,800,000 (incl. 10,450,000 founder shares converted to Class A; 1,350,000 Class A from private placement units) | 95.59% | Jan 13, 2025 |
Notes: Non-Redemption Agreements contemplate transfer of up to 1,642,666 founder shares to non-redeeming stockholders at closing of a business combination, subject to conditions.
Governance Assessment
-
Positives
- Independent director with deep cyber/technology risk expertise and compensation governance experience (ex-Chair, KVHI Comp Committee), relevant to due diligence on technology targets and oversight of pay structures post-de-SPAC.
- Active on a Fortune 500 board (Progressive) with Executive Committee service, signaling strong governance credibility.
-
Concerns / RED FLAGS
- Sponsor control: Sponsor holds ~95.6% of outstanding Class A shares as of Jan 13, 2025, creating a highly sponsor-driven governance environment and potential misalignment with public float until de-SPAC; Non-Redemption Agreements that transfer founder shares can create incentives to complete any deal.
- Limited “skin-in-the-game” at SUAC: Barrett reported zero beneficial ownership in SUAC as of Jan 13, 2025, reducing direct economic alignment absent post-combination grants or purchases.
- Attendance transparency: SUAC disclosed two directors missed the 75% threshold in 2022 but did not identify which; inability to tie to Barrett is a disclosure gap rather than a known issue.
-
Potential Conflicts
- No related-party transactions or pledging by Barrett disclosed at SUAC; no loans or RPTs cited involving Barrett.
- External seats (Progressive, FHLB NY, Protego) do not show obvious overlaps with SUAC’s sponsor or targets in SUAC filings.
-
Committee Effectiveness Implications
- As a SUAC Compensation Committee member, Barrett’s prior experience chairing a comp committee at KVH should aid in structuring shareholder-aligned post-combination pay plans and clawbacks.
Notes on SUAC Director Compensation Structure (Pre-Business Combination)
- SUAC states no cash, equity, or other compensation is paid to directors prior to closing a business combination; sponsor receives $10,000/month for admin support, utilities, and office services (not director pay).
Appendix: SUAC Board Structure & Policies
- Seven-member classified board; Barrett’s class (with Lauren Anderson) expires at first annual meeting post-IPO.
- Independent director sessions: SUAC expects independent-only sessions; independent directors regularly meet.
- Annual meeting attendance policy: No formal policy; all directors invited.