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Red Cat holders reject executive pay

2 min read

14:17UTC

Red Cat Holdings shareholders rejected the company's executive pay plan at its 18 June AGM, 58% against, the company disclosed on 25 June.

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Key takeaway

Red Cat holders rejected executive pay 58% against, the second drone-sector revolt in six weeks.

Red Cat Holdings shareholders rejected the company's executive pay plan at its 18 June annual meeting, with roughly 58% of votes cast against, the company disclosed in an 8-K filing on 25 June ¹. Red Cat is a US-listed drone maker whose Teal subsidiary builds first-person-view aircraft. Two of the five director nominees, Nicholas Liuzza Jr. and retired General Paul Funk II, drew more withheld votes than votes in favour, though plurality rules returned both to the board.

An advisory say-on-pay vote changes nothing on its own. The signal matters more than the ballot: Red Cat raised $225 million and won a Japanese order only weeks earlier , yet its own investors used the first clear vote to register dissent.

The same first-strike pattern hit DroneShield in May, when a majority voted against its remuneration report . Two counter-drone firms, two shareholder revolts in six weeks, as valuations built on order books outrun the governance around them.

Deep Analysis

In plain English

Red Cat Holdings is a US drone company. At its annual shareholder meeting on 18 June, investors get to cast an advisory vote on how much the company pays its top executives, called a say-on-pay vote. It is not legally binding, meaning the board can still pay executives what it likes, but a heavy 'no' vote sends a clear signal of investor anger. About 58% of votes cast were against Red Cat's pay plan. Two directors up for re-election, Nicholas Liuzza Jr. and retired general Paul Funk II, actually had more votes withheld than votes in favour, yet both kept their seats because Red Cat's rules only require the most votes among candidates, not a majority, to win a board seat.

What could happen next?

Precedent
A second first-strike-style pay vote at a listed counter-drone company within six weeks makes institutional investors more likely to press governance reform, including majority-voting bylaws, across the sector's other fast-growing names.

Source Landscape

This story draws on neutral-leaning sources

Primary parallel: Boeing shareholders voted down its executive pay plan at the 2020 annual meeting, roughly two years into the 737 MAX crisis, the same mechanism at work here: investors use an advisory say-on-pay vote to register dissent over governance and safety failures they cannot otherwise vote on directly.

Counter-parallel: Tesla shareholders instead voted in 2024 to reaffirm Elon Musk's compensation package after a Delaware court had voided it, showing the same advisory-style mechanism can just as easily entrench founder-heavy structures as punish them, depending on how concentrated voting power is among the shareholder base.

Consensus view: Proxy adviser Ownership Matters' Dean Paatsch reads a 58% against vote as the proxy-advisory mechanism working as designed: an advisory say-on-pay failure has no legal force on its own, but it forces the remuneration committee to renegotiate structure before the next AGM or risk an escalating pattern of dissent, the same sequence now playing out at DroneShield weeks after its own first-strike vote .

Counter-view: Shareholder-rights advocates would point instead to Red Cat's plurality voting rule: Nicholas Liuzza Jr. and Paul Funk II each drew more withheld votes than votes in favour yet kept their board seats, because Red Cat has not adopted a majority-voting standard for uncontested director elections, the governance gap that let two clearly unpopular nominees remain despite the arithmetic against them.

Key tension: Whether an advisory pay vote is the meaningful check here, or whether the real governance failure is a plurality-voting bylaw that let two director nominees survive a majority-withheld result.

Sources:SEC EDGAR

Mentions:Red Cat Holdings →DroneShield →Boeing →Tesla →

First Reported In

Update #14 · UK's £5bn drone bet follows Healey's exit

SEC EDGAR· 5 Jul 2026

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Causes and effects

Caused by

Red Cat raises $225m and wins Japan

Red Cat's $225m raise and Japan order weeks earlier preceded the shareholder revolt over pay.

Occurred 12 Jun 2026

Read story →

DroneShield AGM draws a first strike

DroneShield's May 50.51% first-strike vote set the pattern Red Cat's 58% vote repeated.

Occurred 29 May 2026

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This Event

Red Cat holders reject executive pay

Red Cat's shareholder revolt is the second at a listed drone maker in six weeks, a sign governance lags fast-built valuations.

Different Perspectives

Conservative opposition

The Conservative opposition called on the Government on 9 August to 'urgently audit' equipment for hidden Chinese components, after the Telegraph's K3 SCOUT report. No named MP has been quoted on the record; the call came at party level, alongside the Ministry of Defence's own 10 August statement that no data had been compromised.

Netherlands Ministry of Defence

The Netherlands Ministry of Defence authorised Dutch Naval Design on 4 August to design 12-metre anti-submarine warfare uncrewed vessels for the Dutch-Belgian frigate programme, and to buy an adapted Compact FLASH dipping sonar from Thales Underwater Systems France. The order commits money and a named supplier while Britain's own certification body remains at the market-engagement stage.

Kraken Technology Group

Kraken Technology Group is a UK maritime-defence company based in Portsmouth that builds the K3 SCOUT, and crossed a $1bn valuation in July on a single-sourced $175m raise. The camera components reached the fleet under a third party's written security assurance, which the Platform Authority, which does not yet exist, was never positioned to check.

Navy Commercial

Navy Commercial at Whale Island published two notices on 5 August: 074032-2026, asking industry how to build a Platform Authority to certify uncrewed vessels, and 074351-2026, a GBP10m multi-role USV testbed for the Defence Chief Technology Officer. Responses on the Platform Authority close 19 August, ten days after the cameras were found transmitting to China.

Ministry of Defence

The Ministry of Defence said on 10 August that a routine cyber vulnerability assessment found the camera fault, and a thorough investigation found no evidence that MoD data or systems had been accessed, compromised or transmitted externally. It stripped the cameras of internet connectivity but did not say whether it acted against the supplier.

Thales

Thales converted its 6 July engaging accord with Exail into a definitive combination agreement on 30-31 July, but the tender offer for Exail's remaining shares now closes by early 2028, later than July's timetable implied. Thales integrates its new undersea prime while still bidding against Kongsberg and DRASS's 2027 target for the AUKUS Pillar II contest.