Jeffrey Thompson
About Jeffrey Thompson
Jeffrey Thompson is a director of Unusual Machines (UMAC) and has served on the Board since the company’s inception in 2019; he was the company’s principal executive officer until April 2022 and is not considered independent under NYSE rules due to his prior executive role within the last three years . He is 61 years old and is currently President and Chief Executive Officer of Red Cat, which he founded via Red Cat Propware Inc. (acquired by Red Cat in 2019), bringing drone industry and public company experience to UMAC’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unusual Machines, Inc. | Principal Executive Officer | 2019 – Apr 2022 | Transitioned from founding CEO to director; contributes drone-sector operating expertise . |
| Red Cat Propware Inc. | Founder, CEO | 2016 – May 2019 | Founded cloud analytics/services for drones; sold to Red Cat in 2019 . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Red Cat | President & CEO | May 15, 2019 – present | External operating role; creates related-party exposure with UMAC via 2024 acquisitions and 2024–2025 contract activity . |
Board Governance
- Independence: Not independent under NYSE standards; determination based on his prior service as UMAC’s CEO within the last three years .
- Committees: Audit Committee (Rich – Chair, Lowry, Colón); Compensation Committee (Lowry – Chair, Colón, Rich); Corporate Governance and Nominating Committee (membership independent per Board determinations). Thompson is not listed as a member of any standing committee .
- Attendance: All directors attended over 75% of applicable Board and Committee meetings in 2024; Board met 13 times, Audit 5, Compensation 3, Governance/Nominating 0 .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $0 (no director cash/equity comp in 2023) | $30,000 |
| Committee Chair Fees ($) | $0 (not applicable) | $0 (not chair) |
| Meeting Fees ($) | Not disclosed | Not disclosed |
- Structure: Following the February 2024 IPO, non-employee directors receive annual aggregate compensation of $60,000 for Board service, paid semi-annually in arrears; one-time additional payment of two quarters of compensation was made for 2023 service when directors received no compensation . Chair adders: $5,000 for each of Audit, Compensation, and Nominating & Governance .
- 2025 Plan: On Feb 3, 2025, Board set 2025 non-employee director compensation at $90,000, payable entirely in restricted common stock in three tranches (May 19, Aug 19, Nov 19) using respective closing prices; grants vest upon issuance subject to continued service and standard agreement .
Performance Compensation
| Component | 2023 | 2024 | Vesting/Performance Conditions |
|---|---|---|---|
| Stock Awards ($) | $0 (no director equity comp in 2023) | $60,000 restricted common stock | Immediately vested upon grant; issued for services completed; no performance metrics disclosed . |
- Equity grant policy: Board/Compensation Committee generally avoids grants during blackout periods; does not time disclosure of MNPI to affect award value; awards are not explicitly performance-conditioned for directors .
Other Directorships & Interlocks
| Entity | Relationship | Nature of Interlock/Transaction | Amount/Date |
|---|---|---|---|
| Red Cat | Thompson is CEO | UMAC acquired Fat Shark and Rotor Riot from Red Cat (Feb 2024) | Not quantified in this section |
| Teal Drones (Red Cat subsidiary) | Contractor/Subcontractor relationship | UMAC subcontracted to Teal Drones; total contract $250,000; UMAC recognized $155,000 revenue in 2024 and $55,000 in H1 2025 | $250,000 total; $155,000 in 2024; $55,000 in H1 2025 |
- Governance handling: Related Party Transaction policy assigns Audit Committee to review/approve Item 404 transactions; the November 2022 Purchase Agreement with Red Cat and Thompson included indemnification provisions (9-month survival, $250,000 basket; cap equal to value of 100,000 Thompson-owned UMAC shares; stock is sole remedy except for fraud). Red Cat shareholders approved the transaction; Thompson recused himself from the vote .
Expertise & Qualifications
- Sector expertise: Drone industry operating leadership as Red Cat CEO and founder of Red Cat Propware; prior principal executive leadership at UMAC .
- Financial/governance context: Board deems only Rich, Lowry, Colón independent for committee service; Thompson contributes industry experience but is non-independent .
Equity Ownership
| Metric | Pre-IPO/Pre-acquisition (context) | Record Date (Oct 6, 2025) |
|---|---|---|
| Shares Beneficially Owned | 328,500 (~10% prior to acquisition and IPO) | 337,460 |
| % of Shares Outstanding | ~10% (pre-IPO context) | 1.0% of 33,101,445 shares outstanding |
| Pledged/Hedged | Not stated in proxy; no pledging disclosure in beneficial ownership section |
Notes:
- Shares outstanding: 33,101,445 as of Oct 6, 2025 record date .
- Beneficial ownership table for directors and officers lists Thompson’s holdings and percentage .
Governance Assessment
- Independence and Committee Exclusion: Thompson’s non-independent status and absence from Audit/Comp/Nominating committees reduce potential conflicts in committee oversight but also signal that core oversight functions are concentrated among independent directors .
- Related-Party Exposure (RED FLAG): UMAC’s acquisitions from Red Cat and the Teal Drones subcontract establish business ties with an entity led by Thompson; while subject to Audit Committee review and shareholder approvals with recusal, the ongoing commercial linkage remains a governance sensitivity for investors .
- Compensation Alignment: Director equity awards are immediately vested service grants without performance conditions, which is typical for directors but provides limited performance linkage; 2025 move to all-equity ($90k) increases ownership alignment relative to cash pay .
- Attendance/Engagement: Board and committee attendance exceeded 75% in 2024; Board met 13 times with active committee cadence (Audit 5; Comp 3), indicating reasonable engagement levels .
- Ownership “Skin in the Game”: Thompson’s 1.0% beneficial stake as of Oct 6, 2025 reflects continued alignment, though materially lower than pre-IPO ~10% given dilution and capital raises; beneficial ownership figures based on transfer records and Form 4s .
Appendix: Board and Committee Reference
- Audit Committee: Rich (Chair), Lowry, Colón; Rich designated Audit Committee Financial Expert .
- Compensation Committee: Lowry (Chair), Colón, Rich .
- Corporate Governance & Nominating: independent directors per Board determinations .
Key Documents Cited
- 2025 Proxy (DEF 14A) dated Oct 20, 2025: biographies, independence, director compensation, related-party transactions, beneficial ownership, meeting cadence .