Brent Klavon
AgEagle Aerial SystemsAbout Brent Klavon
Brent Klavon, 59, is an independent director of AgEagle Aerial Systems (UAVS) who joined the Board in November 2024. He is a retired U.S. Navy pilot with 3,000+ flight hours, a former squadron Commanding Officer instrumental in launching the Navy’s MQ‑4C Triton program, and later served as ANRA Technologies’ VP of Operations (Jul 2019–Sep 2022) and Chief Strategy Officer starting Sep 2022; he is an FAA‑certified Commercial and Remote Pilot and previously served on the board of AUVSI (2018–2021) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Navy | Pilot; Squadron Commanding Officer; key contributor to MQ‑4C Triton launch | Not disclosed (military career) | 3,000+ flight hours; instrumental in MQ‑4C Triton program |
| ANRA Technologies | VP, Operations | Jul 2019 – Sep 2022 | Led operations |
| ANRA Technologies | Chief Strategy Officer | Appointed Sep 2022 | Led global operations and strategic planning |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Association for Uncrewed Vehicle Systems International (AUVSI) | Board Member | 2018 – 2021 | Industry association board service |
Board Governance
- Independence: The Board determined Brent Klavon is independent under NYSE American rules; there are no family relationships among directors and officers .
- Committee assignments: Audit Committee member; Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- Committee composition and leadership: Audit (Chair: Kevin Lowdermilk; members: Klavon, L.B. Day); Compensation (Chair: Klavon; members: Day, Lowdermilk); Nominating & Governance (Chair: Day; members: Klavon, Lowdermilk) .
- Attendance and engagement: In 2024, the Board held 13 meetings and committees held 5 meetings; all incumbent directors attended >75% of their Board + committee meetings; 13 executive sessions were held, led by the independent Chair .
- Director since: November 2024 .
Fixed Compensation
| Element | Annual Amount |
|---|---|
| Cash Retainer | $40,000 |
| Audit Committee Chair Fee | $16,000 |
| Audit Committee Member Fee | $8,000 |
| Non‑Audit Committee Chair Fee | $12,000 |
| Non‑Audit Committee Member Fee | $6,000 |
| Payment cadence | Quarterly installments |
Director actual 2024 compensation (serving only late 2024): Klavon recorded $0 cash fees and $0 stock awards for FY2024 (reflecting timing of appointment) .
Performance Compensation
- Equity award type and vesting: Non‑employee directors receive Restricted Stock Units (RSUs); annual grant size is 14,000 units; RSUs vest over a two‑year period .
- Option policy: The company does not currently grant new stock options or similar option‑like awards; if reinstated, the Compensation Committee will set timing practices .
Equity award detail for Brent Klavon:
| Grant/Transaction Date | Instrument | Units/Shares | Price | Vesting/Terms | Source |
|---|---|---|---|---|---|
| 2025‑02‑04 (reported 2025‑02‑06) | Common stock via award (Form 4 code “A”) | 14,000 | N/A | Director RSUs vest over 2 years | SEC filing index for Klavon Form 4 and Fintel log showing 14,000 award on 2025‑02‑04 |
Note: Director RSUs are time‑based; no performance metrics are disclosed for director equity .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed for Klavon in the proxy . |
- Compensation Committee interlocks: None; no executive officer of AgEagle serves on another entity’s board/compensation committee in a manner that would create interlocks .
Expertise & Qualifications
- Aviation and defense UAS domain expertise; helped launch MQ‑4C Triton program; extensive flight and command experience .
- Strategy and operations leadership at ANRA Technologies; policy/regulatory/standards fluency in uncrewed systems .
- FAA‑certified Commercial and Remote Pilot .
Equity Ownership
Beneficial ownership as of Record Date (April 24, 2025):
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Brent Klavon | 14,000 | <1% | Record Date shares outstanding: 13,009,329; beneficial ownership includes securities acquirable within 60 days . |
Insider trading policy and risk alignment:
- Directors/officers are prohibited from engaging in derivative transactions related to company securities, from holding company securities in margin accounts, and from short sales; employees (non‑officers) are discouraged from short sales .
Insider trades (disclosed since appointment):
| Date | Type | Shares | Price | Post‑Txn Beneficial Ownership | Source |
|---|---|---|---|---|---|
| 2025‑02‑04 (filed 2025‑02‑06) | Award (Form 4 code “A”) | 14,000 | N/A | 14,000 | SEC index (Form 4) ; Fintel log |
| 2025‑09‑05 | Open‑market purchase | 5,434 | $1.835 | 31,934 | StockTitan summary of Form 4 |
Governance Assessment
-
Positive indicators:
- Independence affirmed; multi‑committee service including Compensation Committee Chair, signaling governance influence and oversight .
- Strong aviation/UAS regulatory and strategic background aligned with AgEagle’s industry; FAA certifications add domain credibility .
- Insider trading policy bans derivatives, margin, and short sales, supporting alignment and risk control .
- No related‑party transactions since January 1, 2023; formal Audit Committee oversight of any related‑party matters .
- Attendance: all incumbents above 75% with robust executive session cadence (13 in 2024), supporting active independent oversight .
-
Watch items / potential red flags:
- Compensation Committee held only 1 meeting in 2024 versus 13 Board meetings; continued monitoring of committee workload and cadence is warranted, especially given the company’s restructuring and leadership changes .
- Director equity grants are time‑based (no performance conditions); while common for boards, this reduces pay‑for‑performance linkage compared to PSUs; investors may prefer clearer performance alignment for equity at micro‑caps .
-
Alignment and ownership:
- Beneficial ownership of 14,000 shares as of April 24, 2025 (<1%); subsequent open‑market purchase in September 2025 increased direct stake, a favorable confidence signal if sustained .
Appendix: Board and Committee Structure References
- Director slate and ages; committee memberships for Brent Klavon (Audit, Compensation, Nominating & Governance) and “director since” November 2024 .
- Audit Committee composition and meetings; chair and financial expert designation; 3 meetings in 2024 .
- Compensation Committee composition; Klavon as Chair; interlocks disclosure; 1 meeting in 2024 .
- Nominating & Corporate Governance Committee composition .
- Independence determinations; executive sessions; attendance and meeting counts .
- Director compensation structure (cash and RSU elements, fees, vesting schedule, quarterly payments) .
- Beneficial ownership table and record date/outstanding shares .
- Related‑party transactions policy and disclosure (none since Jan 1, 2023) .