David Brody
About David Brody
David Brody is Director and Corporate Secretary of XTI Aerospace (XTIA), serving since March 2024 at the time of the XTI Merger. He is the founder of Legacy XTI, designer of the initial TriFan 600 configuration, and an inventor with multiple aircraft technology patents; he previously founded AVX Aircraft Company and served as its Chairman and CEO until 2013, and he continues on AVX’s board. Brody is a lawyer by training (BA, University of Colorado Boulder; JD, American University) and is age 76 per the 2025 proxy. He is considered an independent director under Nasdaq rules and has served on both the Compensation and Audit Committees.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Legacy XTI | Founder; Chairman until merger; Director post-merger | 2014–2024 (founder; Chairman until Mar-2024), Director since Mar-2024 | Conceived TriFan 600 configuration, led early IP/patent filings, assembled initial leadership team |
| AVX Aircraft Company | Founder; Chairman & CEO (until 2013); Director (current) | Founded; CEO/Chair through 2013; Director ongoing | Advanced helicopter tech contractor; ongoing board role supports industry connectivity and engineering know-how |
| Hogan Lovells US LLP (and prior Denver practice) | Attorney | 1974–2021 (Hogan Lovells 2013–2021) | Legal strategy, transactions, IP experience applied to aerospace ventures |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| AVX Aircraft Company | Director | Ongoing | Brody (and spouse) together own ~26% of AVX; Brody ~7% voting power post spousal financial separation; XTIA engaged AVX for TriFan design services (related-party) |
| Legacy XTI | Director (pre-merger), Founder | Pre–Mar 2024 | Legacy XTI merged into XTIA on Mar 12, 2024 |
Board Governance
- Structure and independence
- Independent director status: Board determined all current directors except Scott Pomeroy (CEO/Chair) and Soumya Das (exec) are independent under Nasdaq 5605; Brody is independent. Directors are classified; Brody is Class III with term expiring at the 2026 annual meeting.
- Committee roles and changes
- Compensation Committee: 2024 membership included Brody (Chair), Axton, Irfan; for 2025 slate, expected to reconstitute with Irfan as Chair and add Weber, with Brody remaining a member. Met three times in 2024; all members attended ≥75%.
- Audit Committee: 2024 membership included Irfan (Chair), Axton, Brody; for 2025 slate, expected to reconstitute with Axton (Chair), Brody, Irfan, Weber. Met three times in 2024; all members attended >75%.
- Board activity: The Board held 14 meetings in 2024; no director attended fewer than 75% of aggregate Board and committee meetings.
Fixed Compensation (Director)
| Name | Year (service year) | Cash fees | Stock awards | Option awards (grant-date FV) | Total |
|---|---|---|---|---|---|
| David Brody | 2024 | $60,000 | — | $77,653 | $137,653 |
| Method/notes | Black-Scholes fair value at grant; director plan allows annual NQ option grants; vesting/exercise set by Board | ||||
Director fee structure (reference plan language; Board may amend; not adjusted for reverse splits in legacy figures):
- Board annual fee: $30,000; Audit Chair: $15,000; Compensation Chair: $10,000; Audit member: $6,000; Compensation member: $4,000; Governance member: $2,500. Annual director equity shifted in 2019 to NQ options up to 20,000 legacy shares/year (Board sets vesting and strike).
Performance Compensation (Director equity mechanics)
| Incentive type | Metric | Weighting | Target | Actual/Payout | Vesting/Term |
|---|---|---|---|---|---|
| Annual non-qualified stock options (director grant) | Service-based | N/A | Board-determined | Grant-date FV: $77,653 (2024) | Vesting schedule and exercise price determined by Board; options generally have 10-year terms under company plans |
Notes: No director RSUs were awarded in 2024. The 2018 Plan authorizes stock options and stock-based awards; the administrator sets exercise price (≥ fair market value) and terms.
Equity Ownership & Alignment
| As-of date | Total beneficial ownership (shares) | Percent of class | Directly held | Indirect (trusts) | Options exercisable ≤60 days | Exclusions/disclaimers |
|---|---|---|---|---|---|---|
| Nov 19, 2024 | 1,605,234 | <1% (base: 216,493,235 O/S) | 266,337 | 1,338,897 (Jason S. Brody 2019 Trust; trustee: D. Brody) | — | Excludes 801,331 (Spousal Trust; trustee: S. Brody) and 91,268 held by spouse; disclaims beneficial ownership of those shares |
| Sep 17, 2025 | 7,277 | <1% (base: 30,828,316 O/S) | 1,067 | 5,356 (Jason S. Brody 2019 Trust; trustee: D. Brody) | 854 | Excludes 3,206 (Spousal Trust) and 366 held by spouse; disclaims beneficial ownership |
- Pledging/hedging: No pledging or hedging by Mr. Brody is disclosed in the reviewed 2024 and 2025 proxy statements.
- Ownership guidelines: No director stock ownership guideline specific to Mr. Brody is disclosed in the reviewed proxies.
Employment Terms
| Topic | Details |
|---|---|
| Officer role | Corporate Secretary since March 2024; no individual employment agreement, severance, or change-in-control terms for Mr. Brody are disclosed (he is not an SEC “named executive officer”). |
| Prior consulting agreement (Legacy XTI) | Legal/strategic consulting: paid $60,000 (2023), $20,000 (2024 Q1); $320,000 outstanding payable waived; agreement terminated at merger closing. |
| Related-party notes | October 2023 convertible note ($1,079,044 original principal+accrued interest) partially converted on Mar 11, 2024 (converted $922,957 at $0.309/share into Legacy XTI, exchanged into 266,272 XTIA shares); remaining $175,000 cash repaid Apr 1, 2024. January 2023 note ($125,000 principal + $10,058 interest as of Apr 30, 2024) repaid in Q2 2024. |
Related-Party Transactions and Governance Risk
- AVX Aircraft Company: XTIA engaged AVX for TriFan design services (target ~$1.1M total; costs +12% fee). In 2024, XTIA paid ~$0.9M; deposit balance ~$0.5M as of year-end 2024; deposit later returned ($0.5M after Mar 31, 2025). Brody and CEO Pomeroy sit on AVX’s five-member board; Brody and spouse together own ~26% (Brody ~7% voting, spouse ~19% following legal financial separation). Company states neither Brody nor Pomeroy received compensation from AVX in connection with XTIA’s arrangements.
- Dual-role implication: Brody is Corporate Secretary while also serving as an “independent” director and committee member under Nasdaq standards; the Board explicitly deemed him independent for Compensation and Audit Committees in 2024–2025, but investors may monitor related-party optics given AVX ties.
Compensation Structure Analysis (alignment signals)
- Cash vs equity mix: 2024 director pay skewed toward service cash fees ($60k) plus at-grant option value ($77.7k), reflecting director-level, service-based incentives rather than performance-based equity; no 2024 director RSUs were granted.
- Equity form shift: Board moved director equity to annual NQ options in 2019 (replacing prior restricted stock awards), which aligns with upside participation but can be value-dilutive if high-volatility Black-Scholes inputs inflate reported grant FVs.
- Committee influence: As past Compensation Committee Chair (2024) and continuing member, Brody directly influences executive pay designs (subject to independent directors), a factor to monitor for pay-for-performance calibration.
Performance & Track Record (qualitative)
- Founder credentials: Conceived TriFan 600 design and led initial IP development and team formation, indicating strong product vision and early-stage execution experience.
- Legal and industry expertise: Decades of legal practice (Hogan Lovells and Denver practice) and prior aerospace leadership (AVX) support complex contracting, certification, and partnership execution.
Director Compensation (structure reference)
| Component | Amount/Terms |
|---|---|
| Board retainer | $30,000 per year |
| Audit Chair | $15,000 per year |
| Compensation Chair | $10,000 per year |
| Audit member | $6,000 per year |
| Compensation member | $4,000 per year |
| Governance member | $2,500 per year |
| Equity | Since 2019: annual NQSO grant (up to 20,000 legacy shares; Board sets vesting and strike) |
Risk Indicators & Red Flags
- Related-party engineering services (AVX) with overlapping board memberships and meaningful AVX ownership by Brody/spouse—managed via disclosure and assertions of no personal compensation, but presents perceived conflict risk; monitor approvals and pricing.
- Financing and security ownership complexity around merger period (convertible notes to Brody converted/settled at closing) highlights governance sensitivity during capital structure transitions; note was converted and cash components repaid.
- Committee rotations: Expected handoff of Compensation Chair to Irfan in 2025 enhances independence optics over time; continued oversight warranted.
Investment Implications
- Alignment: Brody’s 2024 director compensation is modest and service-oriented, with options providing upside participation; beneficial ownership is small at the XTIA parent level post-merger, but founder status and trust holdings indicate historical commitment.
- Governance watch items: The AVX relationship is a recurring related-party exposure; while disclosed and partially unwound via deposit return, investors should monitor ongoing engineering services, approvals, and committee independence as the board refreshes.
- Retention/transition risk: No disclosed employment or CoC protections for Brody; prior consulting agreement terminated and note obligations settled—low direct severance risk, but execution influence remains via committee roles and industry networks.
