William Irby
AgEagle Aerial SystemsAbout William Irby
William “Bill” Irby (age 59) has served as UAVS’ Chief Executive Officer and a director since April 15, 2024, after joining as President on February 12, 2024 . He holds a B.S. in Engineering from the U.S. Naval Academy, an M.S. in Technical Management from Johns Hopkins University, and an Executive Certificate from Harvard Business School . Company performance during his initial year showed total revenue of $13.39M in 2024 vs. $13.74M in 2023 , with the company reporting going‑concern risk given cash usage and capital needs . The 2025 proxy’s Pay vs Performance table shows an indexed TSR value of 8.05 for 2024 in the smaller‑reporting‑company framework (contextual, not used for pay decisions) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| MTI Motion (Steel Partners) | President | Nov 2022 – Feb 2024 | Led motors/hardware for aerospace/defense/commercial applications; defense scaling experience |
| Martin UAV (Shield AI) | Chief Operating Officer | Mar 2021 – Dec 2021 | Operational leadership and M&A integration support post‑acquisition by Shield AI |
| L3Harris Technologies | President, Reconnaissance Mission Systems | Oct 2018 – Feb 2021 | Directed complex systems, ISR, senior leader comms, aircraft mods/sustainment |
| Textron Systems | SVP/GM, Unmanned Systems | Nov 2012 – Oct 2018 | Led unmanned systems business (UAS) |
| Northrop Grumman | VP, ISR and Tactical Comms units | (Years not specified) | Senior leadership in ISR and tactical communications |
| U.S. Marine Corps | Combat engineer | (Prior to industry) | Military leadership foundation and operational experience |
External Roles
| Organization | Position | Years | Notes |
|---|---|---|---|
| AUVSI (Association for Uncrewed Vehicle Systems International) | Chairman (prior roles: Exec Vice Chair, Treasurer) | Since Apr 2015 | Longstanding governance leadership in UAS industry |
| Ghost Robotics | Board member | (Active) | Industry board service |
| Secmation | Board/advisory | (Active) | Advisory/board role |
| LaunchPoint Electric Propulsion Solutions | Board/advisory | (Active) | Advisory/board role |
Fixed Compensation
| Year | Base salary paid ($) | Actual cash bonus ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|
| 2024 | 329,261 | – | 23,793 | Irby became CEO 4/15/2024; salary reflects partial‑year service. Stock awards reported separately under Performance Compensation . |
- Target bonus percentage: not disclosed for Mr. Irby in the 2025 proxy; employment agreement provides for participation in bonus programs but no target is specified .
Performance Compensation
| Year | Award type | Grant-date fair value ($) | Metric tie‑ins | Vesting |
|---|---|---|---|---|
| 2024 | RSUs | 48,000 | Company discloses participation in bonus/equity programs; specific CEO metrics not enumerated for 2024 in proxy | RSUs under 2017 Plan generally vest over one year of service or immediately if designated as performance‑based |
- Equity plan capacity: 2017 Omnibus Equity Incentive Plan share reserve 300,000; 193,025 shares remaining for future issuance as of the 2025 record date (post reverse‑split adjustments) .
- Clawback policy: applies to current/former executive officers; if a restatement occurs, excess cash/equity incentive compensation (including vested/unvested equity) based on erroneous data over the prior three completed fiscal years must be recovered, consistent with NYSE American rules (policy filed with 10‑K) .
- Options: No 2024 option awards for Mr. Irby; “Option Awards” column shows “–” for 2024 .
Equity Ownership & Alignment
| As of | Shares beneficially owned | % of class | Shares outstanding reference |
|---|---|---|---|
| Apr 23, 2024 | 372 | <1% | 11,241,427 shares outstanding as of record date |
| Apr 24, 2025 | 3,007 | <1% | 13,009,329 shares outstanding as of record date |
- Vested vs. unvested breakdown for Mr. Irby: not disclosed.
- Pledging/hedging: no pledging disclosures identified for Mr. Irby; company notes related‑party transactions policy and reports no related party transactions requiring disclosure .
- Ownership guidelines: not disclosed in the 2024 or 2025 proxy excerpts reviewed.
Employment Terms
- Employment agreement: Entered April 15, 2024; sets base salary and participation in bonus/benefit plans .
- Change‑in‑Control (termination “in connection with” a CoC):
- If prior to April 15, 2026: lump‑sum equal to 2x base salary + 3 months COBRA reimbursement .
- If on/after April 15, 2026: 6 months base salary + 6 months COBRA reimbursement .
- Severance (non‑CoC): not disclosed in the 2025 proxy excerpt reviewed for Mr. Irby .
- Non‑compete/non‑solicit/garden leave/post‑termination consulting: not disclosed for Mr. Irby in the available filings .
Board Governance
- Role and independence: Irby is CEO and a director (not independent); chairman role is separated (Chairman: Grant Begley), limiting CEO/Chair duality concerns .
- Board committees: Audit, Compensation, and Nominating/Governance committees are comprised solely of independent directors; Irby is not listed as a member .
- Independent director executive sessions: independent directors convene and chair executive sessions; board asserts sufficient resources to supervise management .
Director Compensation (structure; for context—applies to non‑employee directors)
| Element | Annual amount |
|---|---|
| Cash retainer | $40,000 |
| RSUs | 14,000 units (vesting over two years) |
| Audit Chair fee | $16,000 |
| Audit Member fee | $8,000 |
| Non‑Audit Chair fee | $12,000 |
| Non‑Audit Member fee | $6,000 |
Note: The director compensation table in the 2025 proxy lists Mr. Irby with amounts reflecting his executive compensation; employee‑directors typically do not receive separate director retainers .
Performance & Track Record (company context during Irby’s tenure)
- Financial profile and risk: 2024 revenue of $13.39M vs. $13.74M in 2023; auditor highlighted substantial doubt regarding going concern given cash burn and capital needs .
- Certifications and market positioning (broader company context): eBee TAC on DoD DIU Blue UAS cleared list and eBee series Category 3 OOP with FAA, underpinning defense/public safety go‑to‑market—these pre‑date Irby’s start but remain strategic platforms under his tenure .
Compensation Committee Analysis (governance process)
- Composition and independence: Compensation Committee comprised entirely of independent directors; in 2024 included Frost (Chair), Gardner, and Anderson; oversees executive pay, equity plans, and human capital .
- Pay‑versus‑performance disclosure: Provided under Item 402(v), but the company notes CAP is not used for compensation decisions .
Investment Implications
- Pay alignment and structure: 2024 CEO pay was predominantly fixed + time‑based equity (no cash bonus), with relatively modest total comp ($401k) and RSUs vesting primarily on service/performance designation—indicates conservative cash outlay and potential retention through equity, but limited disclosed performance linkage for 2024 .
- CoC economics and retention risk: CoC protections are stronger before April 15, 2026 (2x salary + 3 months COBRA) then step down thereafter (6 months salary + 6 months COBRA), which may encourage retention through the first two years of tenure while limiting long‑tail parachute risk; absence of disclosed non‑CoC severance reduces off‑cycle payout exposure but may elevate voluntary departure risk if cash constraints persist .
- Ownership alignment: Irby’s ownership remained <1% in both 2024 and 2025; while absolute shares increased, alignment relies more on ongoing equity grants than existing stake. No pledging disclosed—a positive governance signal .
- Trading/overhang signals: Plan capacity remains available and equity has been a key financing lever at the company level amid going‑concern disclosures; monitor for dilution and potential insider Form 4 activity around vesting events for selling pressure (not disclosed in proxies) .
- Execution risk: Company faces liquidity and going‑concern risk, supply chain and capital‑raising dependencies, and market execution in defense/commercial UAS—placing a premium on Irby’s defense‑market scaling background to translate pipeline into cash flow .