Robert Lowry
About Robert Lowry
Robert Lowry, age 66, has served as an independent director of Unusual Machines, Inc. (UMAC) since August 2022. He is an entrepreneur, owning Sebring Assisted Living Facility since 1998 and Homestead Assisted Living Facility since 2007, bringing operational finance experience to the board. The board has determined Lowry is independent under NYSE Listing Rules, including independence standards for Audit, Compensation, and Corporate Governance & Nominating committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sebring Assisted Living Facility | Owner | Since 1998 | Operational finance experience applicable to board service |
| Homestead Assisted Living Facility | Owner | Since 2007 | Operational finance experience applicable to board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | Proxy biography lists private business ownership; no public company directorships disclosed for Lowry |
Board Governance
- Independence: Independent director; independent for Audit, Compensation, and Corporate Governance & Nominating committees .
- Committee assignments:
- Audit Committee member (Rich, Chair; Lowry; Colón) .
- Compensation Committee Chair (Lowry; members Colón and Rich) .
- Corporate Governance & Nominating Committee member (Colón, Chair; Lowry; Rich) .
- Attendance and activity:
- All directors attended over 75% of applicable Board and Committee meetings in 2024 .
- 2024 meetings: Board (13), Audit (5), Compensation (3), Nominating (0) .
- Board leadership: CEO Allan Evans serves as Chairman; risk oversight by the full board .
| Governance Metric | Value | Citation |
|---|---|---|
| Independence status | Independent (Audit, Compensation, Nominating) | |
| Committee roles | Audit member; Compensation Chair; Nominating member | |
| 2024 Board meetings | 13 | |
| 2024 Audit Committee meetings | 5 | |
| 2024 Compensation Committee meetings | 3 | |
| 2024 Nominating Committee meetings | 0 | |
| Attendance threshold | >75% of applicable meetings for all directors |
Fixed Compensation
- 2024 actual director pay (post-IPO framework): cash fees plus restricted stock, with immediate vesting upon grant; chair fees applicable for committee chairs .
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) | Vesting | Notes |
|---|---|---|---|---|---|
| 2024 | 32,500 | 65,000 | 97,500 | Immediately vested at grant; no unvested director restricted stock at 12/31/2024 | Fees include board and committee roles |
| 2024 policy | — | — | — | — | Annual aggregate comp set at $60,000 (cash + equity) for non-employee directors; chair adders $5,000 for Audit/Comp/Nominating; paid semi-annually in arrears |
- 2025 framework: $90,000 in restricted common stock, granted during open window periods with share count based on closing prices; grants vest (subject to continued service as of grant date and standard agreement execution) .
| 2025 Grant Schedule | Dollar Value | Date Basis | Vesting | Citation |
|---|---|---|---|---|
| First grant (two quarters) | Part of $90,000 total | May 19, 2025 closing price | Vested; subject to continued service at grant date | |
| Second grant (25% of total) | Part of $90,000 total | August 19, 2025 closing price | Vested; subject to continued service at grant date | |
| Final grant | Remainder of $90,000 total | November 19, 2025 closing price | Vested; subject to continued service at grant date |
Performance Compensation
- No performance-based metrics disclosed for director compensation; director equity awards are restricted stock with immediate vesting upon grant (subject to continued service), not PSUs/TSR metrics .
- Compensation Committee authority covers executive performance targets and shareholder proposal reviews; directors’ pay approved by the Compensation Committee .
| Metric Type | Description | Disclosed for Directors? | Citation |
|---|---|---|---|
| Revenue/EBITDA/TSR targets | Used to determine bonuses/equity vesting | Not disclosed for directors; committee sets targets for executives | |
| Director equity vesting | Restricted stock immediate vest at grant | Yes (immediate vest); no unvested as of 12/31/2024 |
Other Directorships & Interlocks
| Entity | Interlock/Transaction | Amount | Timing | Notes |
|---|---|---|---|---|
| Red Cat/Teal Drones (via director Jeff Thompson) | Related-party revenue recognized | $155,000 (2024), $55,000 (H1 2025) | 2024–H1 2025 | Board-level interlock through Thompson (CEO at Red Cat and UMAC director); Lowry not counterparty but sits on same board |
| Insider participation in financings | Aggregate insider investments | $250,000 (Private Placement 10/30/2024) ; $420,000 (CMPO 5/7/2025) | 2024–2025 | Aggregate includes CEO Evans, directors Rich, Lowry, and Colón |
Expertise & Qualifications
- Entrepreneurial operator with ownership and operational finance experience in assisted living facilities .
- Independent status across major committees; not designated audit committee financial expert (Rich is designated) .
- No legal proceedings involving Lowry reported in the last 10 years; board notes overall compliance .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Instruments/Notes |
|---|---|---|---|
| Robert Lowry | 157,943 | 0.5% | Includes 32,895 warrants |
- Hedging policy: officers and directors are prohibited from hedging transactions under the Insider Trading Policy .
- Section 16(a) compliance: company believes all filing requirements were complied with during 2024 .
- Unvested director equity: none at 12/31/2024; director restricted stock was immediately vested upon grant .
- Pledging: no pledging disclosure or prohibition specified in the cited sections; not disclosed .
Insider Trades (Form 4 – Robert Lowry)
| Filing Date | Transaction Date | Type | Shares | Price ($) | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2024-10-31 | 2024-10-30 | Purchase (Common) | 32,895 | 1.52 | 73,502 | https://www.sec.gov/Archives/edgar/data/1956955/000168316824007512/0001683168-24-007512-index.htm |
| 2024-10-31 | 2024-10-30 | Purchase (Warrants) | 32,895 | 1.99 | 32,895 | https://www.sec.gov/Archives/edgar/data/1956955/000168316824007512/0001683168-24-007512-index.htm |
| 2025-01-15 | 2025-01-14 | Award (Common) | 904 | 0.00 | 74,406 | https://www.sec.gov/Archives/edgar/data/1956955/000168316825000381/0001683168-25-000381-index.htm |
| 2025-05-07 | 2025-05-07 | Award (Common) | 40,000 | 5.00 | 114,406 | https://www.sec.gov/Archives/edgar/data/1956955/000168316825003229/0001683168-25-003229-index.htm |
| 2025-05-21 | 2025-05-19 | Award (Common) | 8,334 | 0.00 | 122,740 | https://www.sec.gov/Archives/edgar/data/1956955/000168316825003918/0001683168-25-003918-index.htm |
| 2025-08-21 | 2025-08-19 | Award (Common) | 2,308 | 0.00 | 2,308 (Indirect) | https://www.sec.gov/Archives/edgar/data/1956955/000168316825006374/0001683168-25-006374-index.htm |
Note: Records sourced via insider-trades skill; “securitiesOwned” reflects post-transaction holdings reported in Form 4 filings .
Director Compensation Structure Details
| Component | Policy/Amount | Timing | Notes |
|---|---|---|---|
| Annual Board compensation (non-employee directors) | $60,000 aggregate (cash + equity) | Semi-annual in arrears | Approved after Feb 2024 IPO; one-time additional payment for two quarters of 2023 services |
| Committee Chair fees | $5,000 per chair (Audit; Compensation; Nominating) | Semi-annual in arrears | Applies to chairpersons; Lowry is Compensation Chair |
| 2025 equity grants | $90,000 restricted common stock | Grants on 5/19, 8/19, 11/19 based on closing prices | Grants vested; subject to continued service at grant date |
| Equity grant practices | Avoid blackout periods; no timing around MNPI; no practice of timing disclosure to affect comp value | Ongoing | Insider Trading Policy principles applied to equity grants |
Shareholder Voting and Engagement
| Event | Date | Outcome |
|---|---|---|
| Special Meeting: Ratify auditor (2025) | 2025-02-25 | For: 7,794,841; Against: 120,634; Abstain: 108,280 |
| Special Meeting: Waive warrant exercise restriction | 2025-02-25 | For: 2,921,261; Against: 118,918; Abstain: 21,271 |
Note: No say-on-pay vote disclosed in cited filings; virtual meeting format used; voting outcomes filed via 8‑K .
Related-Party Transactions and Conflicts
- Red Cat/Teal Drones subcontract: UMAC recognized $155,000 revenue in 2024 and $55,000 in H1 2025; total contract $250,000. Red Cat is related via director Jeff Thompson (CEO of Red Cat) .
- Insider financing participation: CEO Evans and directors Rich, Lowry, and Colón invested an aggregate $250,000 in an October 30, 2024 private placement and an aggregate $420,000 in a May 7, 2025 offering, on identical investor terms .
- Audit Committee charter: reviews and approves related-party transactions under Item 404 of Regulation S-K .
Governance Assessment
- Strengths:
- Independent director across key committees; Compensation Committee chaired by Lowry, with authority to retain independent advisers and oversee director and executive compensation .
- Skin-in-the-game: beneficial ownership of 157,943 shares (0.5%); includes warrants; plus open market purchase in Oct 2024 at $1.52, indicating alignment .
- Hedging prohibition for officers and directors; Section 16 compliance observed in 2024 .
- Watch items / potential red flags:
- Nominating & Governance Committee held no meetings in 2024, which may indicate limited formal activity in board refresh and governance oversight; monitor 2025 cadence .
- Director equity awards (restricted stock) vest immediately at grant and 2025 grants are fully equity-based, reducing performance linkage for director comp; consider implications for long-term alignment .
- Board-level interlock via Red Cat (through director Thompson) and related-party revenue; ensure robust Audit Committee oversight of such transactions .
Overall, Lowry’s independent status, committee leadership, and personal share ownership are investor confidence positives, while committee activity levels and immediate-vest director equity warrant continued monitoring for governance effectiveness .