Sanford Rich

About Sanford Rich

Sanford Rich (age 67) is an independent director of Unusual Machines (UMAC), appointed January 31, 2024, and currently serves as Chair of the Audit Committee and a member of the Compensation and Nominating & Governance Committees; he is designated by the Board as an “Audit Committee Financial Expert” under SEC rules . He was elected to a one-year term at the December 2, 2024 annual meeting and attended over 75% of applicable Board/Committee meetings during 2024, consistent with the Board’s disclosure for all directors in that year . Rich brings four decades in finance, including current service as Executive Director of the NYC Board of Education Retirement System, membership on the PCAOB Investor Advisory Group (2022–2026 term), and prior federal restructuring leadership at the PBGC . The Board affirms his independence for Audit, Compensation, and Nominating committees under NYSE standards .

Past Roles

External Roles

Board Governance

• Independence: Board determined Rich is independent under NYSE rules (including for Audit, Compensation, and Nominating committees) .
• Committee assignments:
  • Audit Committee: Chair (members: Rich (Chair), Lowry, Colón) .
  • Compensation Committee: Member (committee: Lowry (Chair), Colón, Rich) .
  • Nominating & Governance Committee: Member (committee: Colón (Chair), Lowry, Rich) .
• Financial Expert designation: Rich is the Board-designated Audit Committee Financial Expert .
• Attendance: All directors then serving attended over 75% of applicable Board/Committee meetings in 2024; Board held 13 meetings; Audit 5; Compensation 3; Nominating & Governance 0 .
• Board leadership: CEO Allan Evans is also Chairman; independent directors conduct risk oversight and may assess conflicts independently .

Fixed Compensation

• Director Fee Policy (2024): Non-employee directors approved at IPO to receive $60,000 annual (cash + equity) plus $5,000 for each committee chair role; one-time additional two quarters of compensation for 2023 services .
• 2025 Director Equity Plan: For 2025, non-employee directors to receive $90,000 in restricted stock only, granted in three tranches (50% on May 19, 2025; 25% on Aug 19, 2025; 25% on Nov 19, 2025), all vesting subject to continued service and standard agreement execution .

Performance Compensation

No performance-conditioned director awards were disclosed for 2024/2025; director equity was service-based and immediately vested for 2024, with 2025 equity set as time-based restricted stock tranches .

Other Directorships & Interlocks

• Related-party context on UMAC Board: UMAC director Jeffrey Thompson is CEO of Red Cat; UMAC engaged in related-party transactions with Red Cat/Teal Drones (Teal prime, UMAC subcontractor), requiring robust audit oversight; Rich, as Audit Chair, oversees related-party review under the amended Audit Committee charter .

Expertise & Qualifications

• 40 years in financial sector, with public company audit committee experience; recognized Audit Committee Financial Expert .
• Executive leadership at NYC public pension; member, PCAOB Investor Advisory Group (2022–2026) .
• Experience includes service as CEO/CFO of public and private companies per investor materials .

Equity Ownership

• Record date: October 6, 2025; outstanding common shares: 33,101,445 .
• Hedging: Company policy prohibits officers and directors from hedging transactions in company stock .

Governance Assessment

• Positives:

  • Independent director; Audit Chair; SEC-designated Audit Committee Financial Expert—strong oversight signal for financial reporting integrity .
  • Documented attendance threshold met (>75% in 2024), supporting engagement .
  • Direct share ownership (0.7%) and warrant holdings, plus personal participation in capital raises (Oct 30, 2024 private placement on identical investor terms; May 7, 2025 marketed public offering), suggest alignment with shareholders .
  • No legal proceedings involving directors/officers reported in past 10 years, reducing litigation overhang risk .

• Watch items:

  • Nominating & Governance Committee held zero meetings in 2024—process maturity/board refresh oversight risk; as a member, Rich should ensure regular cadence and evaluation .
  • CEO also serves as Board Chair; absence of a disclosed lead independent director may concentrate agenda-setting—places higher importance on Audit Chair independence and executive-session practice .
  • Related-party transactions with a company led by a fellow director (Red Cat/Teal Drones) require sustained scrutiny; as Audit Chair, Rich’s conflict screening and documentation are critical to investor confidence .

Director Compensation Structure Notes

• Committee Chair Fees: Audit Chair role receives an additional $5,000 per year; separate $5,000 chair fees for Compensation and Nominating Chairs (Rich chairs Audit only) .
• 2025 Mix Shift: Move to all-equity ($90,000 RS) enhances alignment but reduces at-risk/performance linkage (no performance metrics disclosed for directors) .

Shareholder Voting Signal (2024 Election)

• Other 2024 Meeting Results: Equity plan and >20% issuance proposals approved—context for board’s capital strategy and equity usage .

RED FLAGS

• Nominating & Governance Committee met zero times in 2024; board refresh and evaluation cadence should be increased to meet best practices .
• CEO-Chair duality without a disclosed lead independent director; investors often view this as a governance risk absent strong counterbalances .
• Ongoing related-party dealings with an entity led by a sitting director (Red Cat/Teal Drones) necessitate rigorous, documented Audit Committee oversight to mitigate perceived conflicts .