Brian Hoff
About Brian Hoff
Brian Hoff (age 39) is Chief Financial Officer of Unusual Machines (UMAC) and has served in the role since November 2022. Prior roles include CFO of Auddia, VP & Controller at STACK Infrastructure, and Controller at Coalfire, bringing a decade+ of finance leadership in tech and infrastructure . Under the current leadership team, UMAC reported its first profitable quarter in Q3 2025 (net income ~$1.6M; $0.05/share) with 39% gross margin and ~39% YoY revenue growth to ~$2.13M, while cash grew to ~$64.3M at quarter-end (subsequently ~$133M including the ATM) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Auddia, Inc. (Nasdaq: AUUD) | Chief Financial Officer | Apr 2021–Oct 2022 | Led public-company finance for audio tech platform |
| STACK Infrastructure | Vice President & Controller | Oct 2019–Apr 2021 | Scaled finance operations for digital infrastructure growth |
| Coalfire | Controller | Nov 2011–Oct 2019 | Built cybersecurity finance processes and controls |
External Roles
No external public company directorships or committee roles disclosed for Hoff. Skip if not disclosed.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 250,000 | 250,000 |
| Target Annual Bonus (% of Salary) | 50% | 50% |
| Actual Annual Bonus ($) | – | 121,220 |
| Stock Awards – Grant Date Fair Value ($) | – | 449,600 |
| Option Awards ($) | – | – |
| Total ($) | 250,000 | 820,820 |
- Current base salary increased to $270,000 effective October 1, 2025 .
Performance Compensation
- Annual bonus structure: Eligible for 50% of base salary, determined by KPIs set by the Board and CEO; specific metrics/weightings not disclosed .
- Event bonuses: Up to $125,000 cash/equity for acquisitions and up to $125,000 for capital raises; at least one $125,000 bonus was awarded around the Fat Shark/Rotor Riot closings/IPO, with the year’s bonus reflected as $121,220 in 2024 .
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus (2024) | KPIs (not disclosed) | Not disclosed | 50% of salary | $121,220 | Cash/equity at year-end |
| Acquisition Bonus | Closing of successful acquisitions | N/A | Up to $125,000 | Paid as part of 2024 bonus total | Immediate upon event |
| Capital Raise Bonus | Completion of capital raise (second offering/PIPE/ATM/PP) | N/A | Up to $125,000 | Not separately disclosed | Immediate upon event |
Equity Awards and Vesting
| Grant Date | Type | Shares/Units | Grant Date/Market Value | Vesting Schedule |
|---|---|---|---|---|
| Apr 30, 2024 | Restricted Common Stock | 46,248 | Market value $777,891 as of 12/31/2024 | Pro rata through Feb 14, 2025 |
| RSUs (Amended) | RSUs (3% of outstanding) | % only | N/A | Vested following IPO per 2025 proxy; earlier 2024 proxy described vesting on earlier of secondary offering/CoC/1-year anniversary; it also noted no grant had occurred at that time |
- No option awards reported for Hoff in 2024 .
- Clawback: NYSE-aligned policy to recoup excess incentive comp over a 3-year lookback for restatements; no fault requirement .
- Hedging: Prohibited under Insider Trading Policy .
Equity Ownership & Alignment
| Metric | As of Mar 25, 2024 (pre-IPO) | As of Oct 6, 2025 (Record Date) |
|---|---|---|
| Beneficial Shares Owned | 0 | 374,225 |
| Ownership % of Outstanding | <1% | 1.1% |
- Outstanding unvested shares at 12/31/2024: 46,248 restricted shares vesting pro rata through Feb 14, 2025 .
- Shares pledged: No pledging disclosure; hedging prohibited .
- Stock ownership guidelines: Not disclosed.
Employment Terms
| Provision | Terms |
|---|---|
| Employment Type | At-will; CFO since Nov 1, 2022 |
| Severance (Without Cause/Good Reason) | 6 months’ base salary + COBRA; 100% accelerated vesting of then-unvested RSUs |
| Good Reason Definition | Reduction in base; material diminution of authority/title; reporting change; relocation request; material breach without cure |
| Cause Definition | Failure to perform after notice; willful misconduct/gross negligence/fiduciary breach; felony/moral turpitude; dishonesty/disloyalty/fraud causing harm; material breach without cure |
| Change-of-Control Treatment | 2024 proxy: RSUs vest on earlier of secondary offering/CoC/1-year anniversary; 2025 proxy states RSUs vested following IPO |
| Clawback Policy | NYSE-aligned restatement clawback (3-year lookback) |
| Insider Trading Policy | Hedging prohibited |
| 2025 Pay Update | Base salary increased to $270,000 effective Oct 1, 2025 |
Performance & Track Record
- Company performance in Q3 2025: Revenues ~$2.13M (+39% YoY), gross margin ~39%, first profitable quarter with net income ~$1.6M ($0.05/share), cash ~$64.3M at quarter-end; subsequent cash position reported >$133M (incl. ATM), no debt .
- Financing execution: May and July 2025 equity raises; ATM in October; board-approved senior management pay increases effective Oct 1, 2025 .
- Strategic focus: Shift toward enterprise sales (>50% of Q3 revenue) and scaled manufacturing footprint .
Compensation Structure Analysis
- Mix and at-risk pay: 2024 compensation includes salary, an event/annual bonus, and substantial restricted stock awards; options absent, indicating a tilt toward RSUs/common stock rather than long-dated options .
- Metric transparency: Annual bonus tied to KPIs but specific metrics/targets/weights are not disclosed, limiting pay-for-performance evaluation granularity .
- Retention signals: Salary increase to $270,000 effective Oct 1, 2025 supports retention; severance and accelerated vesting provisions reduce departure friction but increase potential cost on termination .
- Governance protections: Hedging ban and clawback policy align incentives and mitigate risk of inappropriate risk-taking .
Investment Implications
- Alignment: 1.1% ownership and significant equity grants create skin-in-the-game, while hedging prohibitions and clawback improve alignment quality .
- Transparency gap: KPI-based bonus design without disclosed metrics/weights complicates pay-for-performance assessment; monitoring proxy updates for metric disclosure is prudent .
- Retention/overhang: Accelerated vesting and event bonuses (acquisition/financing) incentivize execution in capital markets and M&A; watch for future equity issuance and dilution given evergreen plan mechanics and aggressive growth financing .
- Execution focus: Company-level momentum (profitability, revenue growth, enterprise mix shift, cash build) is supportive; investors should tie future incentive payouts to sustained margin expansion and cash flow milestones as articulated by management .
Citations:
- Biography/age/roles: **[1956955_0001683168-25-007668_umac_def14a.htm:9]**
- 2023–2024 compensation table: **[1956955_0001683168-25-007668_umac_def14a.htm:15]**
- Bonus/RSU structure: **[1956955_0001683168-25-007668_umac_def14a.htm:17]** **[1956955_0001683168-24-007157_umac_def14a.htm:18]**
- Outstanding unvested shares/vesting: **[1956955_0001683168-25-007668_umac_def14a.htm:16]**
- Beneficial ownership: **[1956955_0001683168-25-007668_umac_def14a.htm:21]** **[1956955_0001683168-24-001667_unusual_def14c.htm:27]**
- Hedging/clawback: **[1956955_0001683168-25-007668_umac_def14a.htm:13]**
- Salary increase (Oct 1, 2025): **[1956955_0001683168-25-007428_umac_8k.htm:0]**
- Company performance Q3 2025: **[1956955_0001683168-25-008027_unusual_ex9901.htm:0]** **[1956955_0001683168-25-008027_unusual_ex9901.htm:1]** **[1956955_0001683168-25-008027_unusual_ex9901.htm:5]**
- Equity plan/evergreen: **[1956955_0001683168-25-007668_umac_def14a.htm:20]**