RED CAT HOLDINGS INC (RCAT)
Sector: Industrials
2026 Annual Meeting Analysis
RED CAT HOLDINGS INC · Meeting: June 18, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Thompson has served as CEO and director since May 2019; RCAT's 3-year price return of +1,272.4% outpaces the XLI sector ETF by approximately +1,190.8 percentage points, far exceeding the 65pp threshold required to trigger an against vote, and no overboarding, attendance, independence, or familial-relationship concerns apply.
Freedman has served since April 2021 and his recent appointment as CEO of Dronazon Corporation — a company where RCAT's CEO Thompson serves as chairman and holds a controlling equity interest — caused the board to reclassify him as non-independent; however, the proxy confirms he has resigned from all committee assignments (including the audit and compensation committees), so no non-independent director sits on a restricted committee, and the exceptional stock performance record (+1,272.4% 3-year return vs. XLI) means the TSR trigger does not apply.
Liuzza has served since June 2019, is classified as independent, holds no more than three public board seats (RCAT and BLNE), attended at least 75% of meetings, and benefits from the same exceptional 3-year TSR outperformance that prevents any TSR-based trigger from applying.
Moe has served since February 2022, is classified as independent, chairs the audit committee with SEC-recognized financial expertise (Harvard MBA, former CFO experience), holds two additional public board seats (BLNE and DTCX) which is within the four-seat limit, attended at least 75% of meetings, and the company's outstanding 3-year TSR means no performance trigger applies.
General Funk has served since an unspecified date (bio indicates board role at RCAT; no disclosed date that would trigger a <24-month exemption), is classified as independent, brings relevant defense and large-organization leadership experience, attended at least 75% of meetings, and the company's 3-year TSR of +1,272.4% versus XLI's +81.6% produces a gap of +1,190.8 percentage points, far above the 65pp threshold required to trigger a vote against.
All five directors receive a FOR vote. The company's extraordinary 3-year price return of +1,272.4% versus the XLI sector ETF benchmark return of +81.6% — a gap of approximately +1,190.8 percentage points — far exceeds the 65-percentage-point threshold that would be needed to trigger a TSR-based against vote (the threshold for strong positive absolute returns). No overboarding, attendance, independence-on-restricted-committees, or familial-relationship concerns disqualify any nominee, though Freedman's recent loss of independence is noted given his new role at Dronazon; his removal from all committee assignments adequately resolves that concern.
Say on Pay
✓ FORCEO
Jeffrey Thompson
Total Comp
$6,816,406
Prior Support
98%%
The prior say-on-pay vote received approximately 98% support in 2022, well above the 70% threshold that would require a response, so there is no shareholder-engagement concern. CEO Jeffrey Thompson's total reported compensation of $6,816,406 for fiscal 2025 is dominated by a stock option award valued at $6,543,000; notably, Thompson voluntarily reduced his cash salary to $0 effective May 2025 and accepted options in lieu of salary, demonstrating a strong alignment between his pay and shareholder outcomes — his actual cash compensation for the year was only $137,500 in salary (earned before the reduction) plus a $125,000 discretionary bonus, and the company's stock delivered a 3-year return of +1,272.4% that substantially outperformed the XLI sector benchmark. The pay-for-performance alignment is strong: above-benchmark variable pay (options) is justified by exceptional stock performance, a clawback policy is disclosed in the employment agreement, and the compensation structure is heavily weighted toward equity that only benefits the CEO if the stock continues to perform.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
1 yrs
Audit Fees
$481,750
Non-Audit Fees
$0
KPMG was engaged on August 28, 2025 — less than one year ago — so there is no tenure concern; non-audit fees are zero against audit fees of $481,750, producing a 0% non-audit ratio well below the 50% trigger; no material restatements were disclosed; and KPMG is a Big 4 firm appropriate for a $1.4 billion market-cap company.
Overall Assessment
The 2026 Red Cat Holdings annual meeting ballot contains three standard proposals: election of five directors, ratification of KPMG as auditor, and an advisory say-on-pay vote. All three proposals receive a FOR vote determination — the company's exceptional three-year stock performance (up over 1,200% versus the XLI benchmark), a newly engaged Big 4 auditor with zero non-audit fees, a CEO who voluntarily reduced his salary to zero and took options instead, and a prior 98% say-on-pay approval rate collectively present no material governance concerns.