Allan Evans
About Allan Evans
Dr. Allan Evans, age 42, has served as Chief Executive Officer of Unusual Machines (UMAC) since December 4, 2023, and is Chairman of the Board . Prior roles include COO of Red Cat (Jan 2021–Nov 2023) and CEO of Fat Shark; he co‑founded Avegant and served as CTO (2012–2016) . His academic and innovation profile includes 47 pending or issued patents, an h‑index of 15, an i‑index of 28, and more than 1,000 citations, reflecting deep technical expertise in display, mixed reality, and related technologies . As an emerging growth company, UMAC is not required to disclose pay‑versus‑performance schedules, and TSR/revenue/EBITDA performance linkage is not presented in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Red Cat | Chief Operating Officer | Jan 2021–Nov 2023 | Operational leadership in drone business; public company operating experience |
| Fat Shark | Chief Executive Officer | Not disclosed | Led drone optics/technology business; serial entrepreneur background |
| Avegant | Co‑founder; Chief Technology Officer | Nov 2012–2016 | Led design, development, initial production of Glyph HMD; technology research and patent strategy |
| Ballast Technologies | Board Member | Aug 2017–Oct 2020 | Board oversight in location‑based entertainment technology |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ballast Technologies | Board Member | Aug 2017–Oct 2020 | External board service in immersive/location‑based entertainment technology |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 20,833 | 250,000 |
| Cash Bonus ($) | – | 131,000 |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Accounting/Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| Restricted Common Stock (fully vested at grant, under MSA to 8 Consulting LLC) | 4/30/2024 | 488,000 | 585,600 fair value at $1.20 on grant date; recognized over service period | Fully vested at grant; two‑year service agreement |
| Restricted Common Stock (to 8 Consulting LLC) | 4/30/2024 | 77,089 | 1,296,637 market value at 12/31/2024 | Pro rata vesting through 2/14/2025 |
| Restricted Common Stock (to 8 Consulting LLC) | 5/02/2024 | 6,466 | 108,758 market value at 12/31/2024 | Pro rata vesting through 2/14/2025 |
Notes:
- Amounts reflect ASC 718; unvested awards are not assured to vest .
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 1,130,228 |
| Ownership (% of 33,101,445 shares outstanding) | 3.4% |
| Warrants included | 65,789 shares issuable upon exercise |
| Unvested RS awards at 12/31/2024 | 77,089 and 6,466 shares (vesting pro rata through 2/14/2025) |
| Hedging Policy | Officers/directors prohibited from hedging under Insider Trading Policy |
| Pledging | Not disclosed in proxy |
| Stock Ownership Guidelines | Not disclosed in proxy |
Employment Terms
| Item | Terms |
|---|---|
| Initial Offer Letter | Dated 11/27/2023; CEO effective 12/4/2023 |
| Management Services Agreement (MSA) | Two‑year agreement with 8 Consulting LLC approved 4/30/2024; Consultant causes Dr. Evans to perform CEO services; permits Puerto Rico tax benefits |
| Annual Fee | $250,000 per year, paid monthly (to Consultant) |
| Equity Grant under MSA | 488,000 fully vested restricted shares; fair value $585,600 at $1.20 on grant date; recognized over service period |
| Scope | Full CEO duties including SEC filings, certifications, investor relations, reporting to Board, services to subsidiaries |
| Severance & Change‑of‑Control | Not disclosed for CEO in proxy (CFO provisions disclosed separately) |
| Clawback Policy | NYSE‑compliant clawback to recoup excess incentive comp over 3‑year lookback upon restatement |
Board Governance
- Role: Chairman of the Board and CEO; dual role with active interface with management, Board, and counsel . Independence: not independent under NYSE rules due to CEO status .
- Board composition: 5 members; independent directors are Lowry, Rich, and Colón; Thompson is not independent (prior CEO within last 3 years) .
- Committees: Audit (Rich—Chair; Lowry; Colón); Compensation (Lowry—Chair; Colón; Rich); Nominating & Governance (Colón—Chair; Lowry; Rich) .
- Meetings: Board held 13 meetings in 2024; Audit met 5 times; Compensation met 3 times; Nominating held none; all directors attended >75% of applicable meetings .
Dual‑role implications:
- CEO also serving as Chairman may reduce independent oversight; Board risk oversight relies on the Board, with Evans coordinating material risk responses; independent directors may assess conflicts when identified . Independence concerns are mitigated by three independent directors and committee structures chaired by independents .
Related Party Transactions
| Date | Transaction | Amount |
|---|---|---|
| 4/30/2024 | Two‑year MSA with 8 Consulting LLC for CEO services; $250,000 annual fee; 488,000 fully vested restricted shares | $250,000/year; $585,600 fair value equity |
| 11/2024–6/30/2025 | Purchase order with Teal Drones (Red Cat subsidiary) where UMAC subcontracted; recognized $155,000 in 2024 and $55,000 in H1’25; total contract $250,000 | $250,000 total |
| 10/30/2024 | Private placement investment by Evans, Rich, Lowry (aggregate) | $250,000 aggregate |
| 5/7/2025 | Confidentially marketed public offering investment by Evans, Rich, Lowry, Colón (aggregate) | $420,000 aggregate |
Risk Indicators & Red Flags
- Dual role CEO + Chairman; Evans not independent under NYSE rules .
- Fully vested equity grant (488,000 shares) under MSA reduces performance contingency of equity compensation .
- Related party revenue with Red Cat/Teal Drones (Board interlock with Thompson) introduces potential conflict; monitored under Audit Committee policy .
- Hedging prohibited; pledging not disclosed—lack of pledging policy disclosure limits visibility into collateral risk .
- No disclosed CEO severance/change‑of‑control terms; opacity on termination economics may complicate retention/exit analysis .
Compensation Committee Analysis
- Composition: Independent directors Lowry (Chair), Colón, Rich .
- Authority: Reviews and approves executive salaries and compensation, administers equity plan, sets performance targets for bonuses, approves non‑employee director compensation, and may retain independent compensation consultants at its discretion .
Equity Ownership & Alignment Commentary
- Evans’ 3.4% stake, including 65,789 warrants, aligns interests with shareholders, and short‑dated RS vesting through Feb 14, 2025 increased near‑term equity availability thereafter under window periods .
- Insider Trading Policy prohibits hedging, supporting alignment; pledging and formal ownership guidelines are not disclosed .
Investment Implications
- Alignment: Direct ownership (3.4%) is meaningful, but the 488,000 fully vested equity grant reduces pay‑for‑performance rigor; short vest schedules suggest near‑term supply dynamics post‑vesting .
- Governance: CEO/Chairman dual role and related‑party revenue with Red Cat/Teal require reliance on independent committees and Audit oversight; investors should monitor committee activity and disclosures for conflicts .
- Retention/contract economics: Two‑year MSA provides continuity through service period; lack of disclosed CEO severance/change‑of‑control terms is a diligence gap for downside scenarios .
- Trading signals: Completion of RS vesting by 2/14/2025 and aggregate insider participation in offerings signal capital alignment; however, absence of pledging disclosure and fully vested equity grants warrant continued monitoring of insider transactions and windows .