Independent
Tenure on this board
3.6 yrs
5 nominees · 3 ballot items.
Elect five directors; ratify RSM US LLP as independent registered public accounting firm for 2026; and approve an amendment to the Second Amended 2021 Stock Incentive Plan to increase the aggregate shares reserved for issuance to 13,000,000.
Elect five director nominees (Mark S. Alarie, John F. Campbell, Bernard S. Champoux, Glen R. Ives, and C. Thomas McMillen) to serve until the next Annual Meeting and until their successors are duly elected and qualified.
Ratify the Audit Committee’s appointment of RSM US LLP as Castellum’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve an amendment to increase the aggregate number of shares available for issuance under the Castellum, Inc. Second Amended 2021 Stock Incentive Plan from 9,000,000 to 13,000,000 (an increase of 4,000,000 shares).
This management proposal requests shareholder approval to amend the existing 2021 Stock Incentive Plan to increase the share reserve by 4,000,000 to a new total of 13,000,000 shares. Management frames the amendment as necessary to preserve the Company’s ability to grant equity awards to employees, non-employee directors, and consultants as part of its compensation and retention strategy, noting the plan has been previously amended and that the requested increase is expected to provide sufficient shares for approximately one to two additional years of awards. The filing explains the Board’s rationale: stock-based awards align participants’ interests with stockholders, help attract and retain talent, and enable the Company to conserve cash by granting equity rather than higher cash compensation. The proposal discloses potential dilutive effects — lower earnings per share and book value per share — and notes that the increase could be viewed as having an anti-takeover effect by permitting issuance of shares that might oppose hostile bids. The document also emphasizes there are no other changes to plan terms beyond the share increase and summarizes material plan features (types of awards, administration, eligibility, and adjustment/termination mechanics). The Board recommends a vote FOR, arguing the strategic benefits of continued equity compensation outweigh the dilutive impact and that failure to approve would force the Company to rely more on cash compensation or otherwise revise its compensation philosophy. The proposal sits in the context of recent prior increases (from 2.5M to 6M in 2023, to 9M in 2025) and current plan usage metrics (limited remaining reserve), which supports management’s representation that additional shares are needed for near-term grant activity. Analysts evaluating the proposal should weigh the dilution and governance considerations against the Company’s stage, retention needs, historical usage of equity, and the Board’s stated intention to seek stockholder approval for further increases when necessary.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.25% | 3,081,257 | $2M |
| 2 | Meridian Wealth Management, LLC | 0.83% | 785,800 | $463K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.83% | 783,860 | $462K |
| 4 | CAPTRUST FINANCIAL ADVISORS | 0.66% | 626,100 | $369K |
| 5 | VANGUARD FIDUCIARY TRUST CO | 0.44% | 418,324 | $247K |
| 6 | STATE STREET CORP | 0.32% | 303,900 | $179K |
| 7 | BlackRock, Inc. | 0.28% | 265,486 | $157K |
| 8 | Savvy Advisors, Inc. | 0.23% | 221,800 | $131K |
| 9 | JANE STREET GROUP, LLC | 0.20% | 184,680 | $109K |
| 10 | NORTHERN TRUST CORP | 0.19% | 181,902 | $107K |
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