Kevin Lowdermilk
AgEagle Aerial SystemsAbout Kevin Lowdermilk
Independent director of AgEagle Aerial Systems (UAVS) since October 2024; age 62. Over 30 years of executive leadership in aerospace/defense supply chain, cybersecurity, and finance; currently CEO and CFO of Vaya Space. Prior roles include CEO of ISO Group, CFO then CEO of Exostar (aerospace/defense cyber supply chain), and VP of Finance at Rolls-Royce’s multi-national aerospace division. Education: BA in Economics (Western Kentucky University) and MBA (Ball State University). Board has determined he is independent under NYSE American rules and designated him the Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exostar | CFO; then CEO | Feb 2016–Aug 2022 | Led supply chain/cyber initiatives in aerospace/defense |
| ISO Group, Inc. | CEO | Not disclosed | Defense/aerospace supply chain leadership |
| Rolls-Royce Holdings PLC (multi-national aerospace division) | Vice President of Finance | Not disclosed | Financial leadership in aerospace |
External Roles
| Organization | Role | Tenure | Public Company? | Committees/Impact |
|---|---|---|---|---|
| Vaya Space | CEO & CFO | Aug 2022–present | No disclosure in proxy | Executive leadership (dual CEO/CFO) |
| Digital Health Acquisition Corporation | Independent Director; Audit Committee Chair | Not disclosed | Yes | Audit leadership (Chair) |
| VSee Health, Inc. | Independent Director; Audit Committee Chair | Not disclosed | Yes | Audit leadership (Chair) |
| Global Healthcare Exchange (GHX) | Director; Compensation Committee Chair | 2009–2015 | Not disclosed | Chaired comp committee through sale to Thoma Bravo |
Board Governance
- Independence: Board determined Lowdermilk is independent under NYSE American standards .
- Committee assignments: Audit Committee Chair; Compensation Committee member; Nominating & Corporate Governance Committee member .
- Financial expert: Board designated Lowdermilk as “audit committee financial expert” per Item 407(d)(5) and as financially sophisticated under NYSE American .
- Board leadership: Chairman is a non-employee independent director (Grant Begley) .
- Meetings and attendance: In 2024, 13 Board meetings and 5 committee meetings; all incumbent directors attended >75% of Board plus committee meetings; 13 executive sessions of the Board and committees typically meet in executive session .
- Committee activity counts (FY 2024): Audit Committee held 3 meetings; Compensation Committee held 1 meeting .
| Committee | Role | FY 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 3 | Lowdermilk designated audit financial expert |
| Compensation | Member | 1 | Committee wholly independent; no interlocks |
| Nominating & Corporate Governance | Member | Not disclosed for 2024 (held 2 in 2023) | All members independent |
Fixed Compensation
| FY 2024 Director Compensation Program | Amount |
|---|---|
| Annual 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 |
| FY 2024 – Kevin Lowdermilk | Fees Earned/Paid (Cash) | Stock Awards | Total |
|---|---|---|---|
| Actual compensation | $0 | $0 | $0 |
Performance Compensation
| Element | Detail |
|---|---|
| RSUs (annual director grant) | 14,000 units; aggregate grant-date fair value computed per FASB ASC 718; RSUs vest over a two-year period |
| Options | Company states it does not currently grant new stock options/SARs; no specific timing policy; would evaluate if options are granted in future |
| Performance metrics | No director-specific performance metrics disclosed for equity awards; RSUs appear time-based; no PSU/TSR metrics disclosed for directors |
Other Directorships & Interlocks
| Link | Description | Potential Relevance |
|---|---|---|
| Vaya Space | Lowdermilk is CEO & CFO; L.B. Day consulted with Vaya Space among numerous organizations | Network tie within UAVS board (Day’s consulting list includes Vaya Space); company discloses no related-party transactions |
| Health/Telehealth boards | Audit Chair roles at Digital Health Acquisition Corp and VSee Health, Inc. | Audit expertise; cross-industry exposure |
Expertise & Qualifications
- Finance and audit: Former VP Finance at Rolls-Royce aerospace division; CFO and CEO roles; designated audit committee financial expert .
- Aerospace/defense supply chain and cybersecurity: Senior leadership at ISO Group and Exostar (supply chain/cyber for A&D) .
- Governance credentials: Audit Chair at two public companies; chaired GHX compensation committee during strategic sale .
- Education: BA Economics (Western Kentucky University); MBA (Ball State University) .
Equity Ownership
| Holder | Beneficial Shares | Percent of Class | Record Date | Shares Outstanding |
|---|---|---|---|---|
| Kevin Lowdermilk | 14,000 | Less than 1% (*) | Apr 24, 2025 | 13,009,329 |
- Represents less than 1% of outstanding shares (company presentation) .
Policy context:
- Insider Trading: Directors/officers prohibited from derivative transactions, short sales, and holding Company securities in margin accounts; employees (non-officers) discouraged but generally permitted to short .
- Clawback: NYSE American-compliant clawback policy covering executive officers for restatements (not director-specific) .
- Related party transactions: Company states none since Jan 1, 2023; Audit Committee oversees conflicts .
Governance Assessment
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Strengths
- Independent director with deep finance/audit credentials; designated Audit Committee financial expert and serving as Audit Chair, which supports financial reporting oversight and investor confidence .
- Board structure includes independent Chairman; committees comprised solely of independent directors; regular executive sessions indicate robust independent oversight .
- Attendance and engagement metrics for 2024 show strong participation by incumbent directors; Audit and Compensation committees met during the year .
- No related-party transactions disclosed; clear insider trading and anti-derivatives/short-sale policies mitigate alignment risks .
-
Watchpoints
- Dual external executive role (CEO & CFO of Vaya Space) may pose time-commitment risk; ensure sustained attendance/engagement as Audit Chair at UAVS as workloads evolve .
- Board network tie: L.B. Day’s consulting list includes Vaya Space, where Lowdermilk is CEO/CFO—no related-party transactions disclosed, but this interlock merits ongoing monitoring for potential conflicts if any transactions arise in future .
- Director equity alignment: 14,000 shares beneficially owned (<1%) is modest; program grants 14,000 RSUs annually with two-year vest, but 2024 showed $0 actual compensation (late-year appointment), so observe future grants to assess alignment trend .
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Compensation governance
- Director pay structure mixes fixed cash retainers and time-based RSUs; committee chair/member fees appropriately differentiate responsibilities; Compensation Committee reports no interlocks/insider participation, which is a positive governance signal .
Overall, Lowdermilk’s audit leadership and independence are positive for board effectiveness. The Vaya Space connection on the board warrants routine conflict checks, and future director equity grants/ownership should be tracked to gauge alignment momentum with shareholders .