L.B. Day
AgEagle Aerial SystemsAbout L.B. Day
L.B. Day (age 80) is an independent director of AgEagle Aerial Systems Inc. (NYSE American: UAVS), appointed effective November 17, 2024, and currently serves as Audit Committee member, Compensation Committee member, and Chair of the Nominating and Corporate Governance Committee . He holds an MBA from George Washington University (Scottish Rite Fellow) and brings decades of strategic planning and executive team development experience, including 27 years on the board of Microchip Technology (1994–2021) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| L.B. Day & Company (parent co-founded) | President; co-founder | 1977–recent retirement | Led strategic planning, marketing, org design; executive team development engagements for technology and government clients |
| Microchip Technology (NASDAQ: MCHP) | Director | 1994–2021 | Long-tenured public company board service |
| Oregon Graduate Institute of Science and Technology | Adjunct Professor | Not disclosed | Developed texts/materials on strategic planning, culture, team leadership |
| Willamette University Graduate School of Administration | Adjunct Professor | Not disclosed | Executive leadership content development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Okika Technologies Corporation | Director | Since 2018 | Current board service |
| Exokeryx, Inc. | Advisory Board Member | Not disclosed | Current advisory role |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; Chair, Nominating and Corporate Governance Committee .
- Independence status: Board determined Day is independent under NYSE American rules .
- Attendance and engagement: In 2024, the Board held 13 meetings and 5 committee meetings; all incumbent directors attended >75% of board and applicable committee meetings; independent directors met in executive session at each regular meeting (13 executive sessions in 2024) .
- Years of service on UAVS board: Since November 2024 .
- Lead Independent Director: Not disclosed; Chair of the Board is non-employee director Grant Begley .
| Governance Attribute | Detail |
|---|---|
| Independence | Independent director |
| Committees | Audit (member); Compensation (member); Nominating & Corporate Governance (Chair) |
| Attendance (2024, board-wide) | 13 Board meetings; 5 committee meetings; all incumbents >75% attendance; 13 executive sessions |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 (prorated for partial year) | As disclosed upon appointment; per outside director compensation program |
| Annual cash retainer (2024 program) | $40,000 | Program overview in 2025 proxy (for fiscal 2024) |
| Audit Committee Chair fee | $16,000 | 2024 program |
| Audit Committee Member fee | $8,000 | 2024 program |
| Non-Audit Committee Chair fee | $12,000 | 2024 program |
| Non-Audit Committee Member fee | $6,000 | 2024 program |
Note: The November 2024 8-K cites a $60,000 annual cash retainer for outside directors, while the 2025 proxy details a 2024 director program with a $40,000 retainer and committee fees; the 8-K implies an updated program effective with late-2024 appointments .
Performance Compensation
| Equity Element | Typical Grant | Vesting | Notes |
|---|---|---|---|
| Restricted Stock Units (RSUs) | 14,000 units (directors, fiscal 2024 program) | Vest over two years | Aggregate grant-date fair value computed per FASB ASC 718; time-based vesting (no performance metrics disclosed for director RSUs) |
| Stock options | Not currently granted | N/A | Company states it does not currently grant new stock options/SARs; if reinstated, committee will set timing practices |
Performance metrics tied to director pay: Not disclosed; director equity appears time-based RSUs without explicit performance conditions .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| Microchip Technology (1994–2021) | Former Director | Semiconductors; no disclosed related party transactions with UAVS |
| Okika Technologies | Director | No UAVS related party transactions disclosed |
| Exokeryx | Advisory Board | No UAVS related party transactions disclosed |
The company explicitly discloses no related party transactions since January 1, 2023, and none involving Mr. Day requiring Item 404(a) disclosure .
Expertise & Qualifications
- Strategic planning, marketing, organization design, and executive team development; deep client list across semiconductors and defense (AMD, Applied Materials, Fujitsu, GlobalFoundries, IBM, Intel, Lam Research, Raytheon, Western Digital, Xerox, and U.S. agencies) .
- Published in trade publications; developed executive training content; adjunct academic roles .
- MBA, George Washington University (Scottish Rite Fellow) .
Equity Ownership
| Metric | Amount | As-of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 15,000 | Record Date April 24, 2025 | Less than 1% of outstanding shares |
| Ownership % | <1% | Record Date April 24, 2025 | Aggregate table shows “*” less than 1% |
| Hedging/pledging | Prohibited | Policy filed March 31, 2025 | Insider Trading Policy prohibits derivative transactions and margin accounts for directors/officers |
Insider transactions (Form 4):
| Date (Transaction) | Type | Shares Transacted | Price ($) | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| 2025-04-07 | Open market purchase | 1,000 | 1.02 | 15,000 | https://www.sec.gov/Archives/edgar/data/8504/000164117225003338/0001641172-25-003338-index.htm |
| 2025-05-22 | Open market purchase | 4,000 | 0.78 | 19,000 | https://www.sec.gov/Archives/edgar/data/8504/000164117225012327/0001641172-25-012327-index.htm |
Form 4 records indicate direct ownership and continued accumulation, aligning incentives via personal share purchases [links above].
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Vote | Outcome |
|---|---|---|---|---|---|
| 2025 Say-on-Pay | 561,064 | 137,348 | 23,419 | 4,344,332 | Approved (advisory) |
| 2025 Election – L.B. Day | 646,008 | 75,823 | — | 4,344,332 | Elected |
| 2025 Equity Plan Amendment | 345,857 | 263,969 | 112,005 | 4,344,332 | Not approved |
Implication: Shareholders supported director elections and NEO pay but rejected expanding equity plan share reserve, signaling dilution concerns and compensation scrutiny .
Related Party Transactions
- No transactions involving Mr. Day requiring disclosure under Item 404(a); no family relationships; no arrangements/understandings for selection as director .
- Company policy states no related party transactions since January 1, 2023; Audit Committee oversees related party review .
Fixed Compensation (Detail)
| Year/Program | Cash Retainer | Committee Fees | Notes |
|---|---|---|---|
| 2024 Director Program | $40,000 | Audit Chair $16,000; Audit Member $8,000; Non-Audit Chair $12,000; Non-Audit Member $6,000 | Paid quarterly; RSUs 14,000 units (two-year vest) |
| Appointment (Nov 2024) | $60,000 (annual; prorated) | Per program | Appointment 8-K disclosure |
Performance Compensation (Detail)
| Year/Program | RSUs Granted (Directors) | Vesting | Fair Value Basis |
|---|---|---|---|
| 2024 Director Program | 14,000 units | 2-year time-based | FASB ASC 718; closing price at grant date |
Clawback policy: Applies to executive officers (cash/equity incentive compensation), not directors, for restatements under NYSE American rules (three-year lookback from determination date) . Insider Trading Policy: prohibitions on derivatives/margin and short sales for directors/officers .
Governance Assessment
- Strengths:
- Independence and multi-committee service, including governance chair role .
- Significant board and advisory experience in semiconductors/technology and government; strategic planning expertise relevant to UAVS .
- Active insider alignment through open-market share purchases in 2025 .
- Board-wide strong engagement (13 board meetings; executive sessions each meeting; >75% attendance among incumbents) .
- Risks/Watch items:
- Equity plan amendment failed in June 2025, signaling shareholder sensitivity to dilution; compensation program changes (retainer from $40k to $60k per 8-K) should be communicated clearly to investors (RED FLAG for dilution risk if equity usage rises) .
- Prior consulting engagements with AgEagle noted in director biography; while no related party transactions are disclosed, continued Audit Committee oversight is appropriate to manage perceived conflicts .
- No explicit director stock ownership guidelines disclosed; alignment currently evidenced by personal purchases, but formal policy absence may be viewed as a governance gap .
Other Signals and Context
- December 2024 special meeting proposals to increase authorized shares and approve >20% issuance tied to a convertible note underscore capital needs and dilution risk; Board unanimously recommended “FOR” .
- Audit, compensation, and governance committee structures fully independent; Audit Committee chair designated “financial expert” (Lowdermilk) .
Appendix: Voting Results (2025 Annual Meeting)
| Director | For | Withheld | Broker Non-Vote |
|---|---|---|---|
| Grant Begley | 641,732 | 80,099 | 4,344,332 |
| L.B. Day | 646,008 | 75,823 | 4,344,332 |
| William Irby | 643,600 | 78,231 | 4,344,332 |
| Brent Klavon | 643,159 | 78,672 | 4,344,332 |
| Kevin Lowdermilk | 641,384 | 80,447 | 4,344,332 |
All data points in this report are sourced from the company’s DEF 14A proxy statements and 8-K filings, and SEC Form 4 insider transaction records, as cited above.