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

Castellum, Inc. Director Bernard S. Champoux received 100,000 stock options as compensation for his board service, exercisable at $1.19 per share.

Summary

• Bernard S. Champoux, a Director of Castellum, Inc. (CTM), was granted 100,000 stock options.
• The transaction date for the grant was November 11, 2025.
• The stock options have an exercise price of $1.19 per share.
• These options were granted as compensation for Mr. Champoux's service as an independent member of the Board of Directors.
• The options were issued pursuant to the terms of the Castellum, Inc. Second Amended 2021 Stock Incentive Plan.
• The 100,000 stock 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. Champoux beneficially owns 100,000 derivative securities (stock options).

Sentiment

Score: 6

Explanation: The grant of stock options to a director is a routine compensation event that generally aligns management interests with shareholders, which is mildly positive, but does not indicate significant operational or financial news.

Positives

• The grant of stock options aligns the interests of Director Bernard S. Champoux with those of shareholders, as his compensation is tied to the company's stock performance.
• This is a standard method of compensating independent directors, promoting long-term commitment and performance.

Negatives

• The exercise of these options in the future could lead to a minor dilution of existing shareholder equity, though this is typical for stock-based compensation plans.

Future Outlook

The stock options granted to Director Champoux will vest ratably over a twenty-month period starting December 1, 2025, indicating a future increase in his beneficial ownership of exercisable options.

Industry Context

The grant of stock options to independent directors is a common practice across industries, particularly in technology and defense contracting sectors like Castellum, Inc., to attract and retain experienced board members and align their long-term interests with company performance.

Comparison to Industry Standards

• Granting stock options as part of director compensation is a widely accepted practice, aligning with corporate governance best practices that seek to incentivize long-term value creation.
• The vesting schedule over 20 months is a reasonable period, providing a sustained incentive without being excessively long or short compared to typical industry standards for director equity grants.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for future dilution upon exercise of options, but also improved alignment of director's interests with shareholder value creation.
• Director (Bernard S. Champoux): Receives equity-based compensation, incentivizing long-term performance and commitment to the company.

Next Steps

• The stock options will begin vesting on December 1, 2025, over a 20-month period.

Key Dates

Keywords

Castellum Inc., CTM, Stock Options, Director Compensation, Insider Transaction, SEC Form 4, Equity Incentive Plan, Bernard S. Champoux