Form 4: Castellum Director Alarie Granted 100,000 Stock Options

Castellum, Inc. Director Mark S. Alarie received a grant of 100,000 stock options with an exercise price of $1.19 as compensation for his board service.

Summary

• Mark S. Alarie, a Director of Castellum, Inc. (CTM), was granted 100,000 stock options.
• The options have an exercise price of $1.19 per share.
• The transaction date for this grant was November 11, 2025.
• These options were granted as compensation for Mr. Alarie's service as an independent member of the Board of Directors.
• The grant was made pursuant to the terms of the Castellum, Inc. Second Amended 2021 Stock Incentive Plan.
• The options will vest ratably over a period of twenty months, commencing on December 1, 2025.
• The expiration date for these stock options is November 10, 2032.
• Following this transaction, Mr. Alarie beneficially owns 100,000 derivative securities (stock options).

Sentiment

Score: 7

Explanation: The filing reports a routine insider transaction related to director compensation. It is a neutral to slightly positive event as it aligns director interests with shareholders, but does not indicate any significant operational or financial news.

Positives

• The grant of stock options aligns the interests of Director Mark S. Alarie with those of shareholders, incentivizing long-term company performance.
• The compensation package for an independent director demonstrates a structured approach to corporate governance and talent retention.

Future Outlook

The vesting schedule of the stock options, commencing December 1, 2025, and extending over twenty months, indicates a future commitment and incentive structure for the director's continued service and alignment with long-term company performance.

Management Comments

• Mr. Alarie received 100,000 stock options as compensation for his service as an independent member of the Board of Directors, granted pursuant to the terms of the Castellum, Inc. Second Amended 2021 Stock Incentive Plan.

Industry Context

The grant of stock options to an independent director is a common practice in the U.S. public company landscape, serving as a key component of executive and director compensation packages. This practice aims to align the interests of board members with those of shareholders by tying a portion of their compensation to the company's stock performance.

Comparison to Industry Standards

• Granting stock options as part of director compensation is a standard practice across various industries, including technology and government contracting, where Castellum, Inc. operates. While the specific number of options (100,000) and exercise price ($1.19) are company-specific, the mechanism is consistent with typical compensation structures designed to incentivize long-term value creation.
• The vesting schedule over 20 months is a common approach to ensure continued engagement and retention of board members, similar to practices seen in companies like SAIC or CACI International, which also utilize equity-based compensation for their leadership.

Corporate Governance

Related Party Transactions

• The grant of stock options to Director Mark S. Alarie constitutes a related party transaction, as it involves compensation provided to a member of the company's board of directors.

Stakeholder Impact

• Shareholders: The grant of options aims to align the director's long-term interests with shareholder value creation, potentially leading to more focused governance and strategic decisions.
• Employees: While not directly impacting general employees, the use of an equity incentive plan for directors sets a precedent for compensation structures within the company.

Next Steps

• The stock options will begin vesting ratably over a period of twenty months, commencing December 1, 2025.

Key Dates

Recommendation

This Form 4 filing details a routine compensation event for a director, granting stock options to align interests. It does not provide new material information about the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. It's a neutral event that reinforces standard corporate governance practices.

Keywords

Castellum, CTM, stock options, director compensation, Form 4, insider transaction, equity incentive plan