Joseph Dyer
ASGNAbout Joseph W. Dyer
Vice Admiral Joseph W. Dyer, USN (Ret.) is an independent director at ASGN (appointed March 2021; previously a Board advisor starting in 2018). He is a consultant focused on aerospace, defense, autonomous systems, AI and wideband communications; prior roles include Chief Strategy Officer of the National Spectrum Consortium (2014–2021) and Commissioner on the Congressional NDAA Section 809 Acquisition Streamlining Commission (2016–2019). Education: B.S. Chemical Engineering (North Carolina State University) and M.S. Financial Management (Naval Postgraduate) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| iRobot Corporation | President, Government & Industrial Division; COO; Chief Strategy Officer | 2003–2013 | Senior corporate leader in the first publicly traded mobile robotics company |
| NASA | Chair, Aerospace Safety Advisory Panel | 2003–2016 | Aerospace safety oversight for NASA |
| Naval Air Systems Command | Commander | 2000–2003 | Led NAVAIR; oversight of naval aviation systems |
| Naval Air Warfare Center Aircraft Division, Patuxent River | Commander; Naval Aviation Chief Engineer | 1997–2000 | Engineering leadership across naval aviation |
| F/A-18 Program | Program Manager (EMD) | 1994–1997 | DoD Acquisition Excellence Award; Order of Daedalians |
| U.S. Navy | Chief Test Pilot | 1991–1994 | Flight test leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Spectrum Consortium | Chief Strategy Officer | 2014–2021 | Spectrum strategy for national defense |
| Congressional NDAA Section 809 Commission | Commissioner | 2016–2019 | Acquisition streamlining recommendations |
| Nauticus Robotics (NASDAQ: KITT) | Director; Chair, Nominating & Corporate Governance | 2022–2024 | Governance leadership (former) |
| Technology Service Corporation (TSC) | Director | Not disclosed | Defense products/services |
| Avian Inc. | Director | Not disclosed | Test/evaluation, acquisition & training (private) |
| Herrick Technology Laboratories, Inc. | Director; Audit & Compensation Committee member | Not disclosed | Software-defined radio solutions for military ops |
| Center for the Study of Democracy | Advisory Board Member | Not disclosed | Advisory role |
| Fellowships/Awards | Fellow, National Academy of Public Administration; Fellow, Society of Experimental Test Pilots; James H. Doolittle Award | N/A | Recognitions in public administration and aerospace education |
Board Governance
- Independence: The Board determined on March 19, 2025 that all directors other than the CEO are independent under NYSE standards; this includes Dyer .
- Committees:
- Audit Committee: Member since June 2024 (committee currently: Chair Maria R. Hawthorne, Brian J. Callaghan, VADM Dyer). The Audit Committee met 10 times in 2024; Hawthorne is the financial expert .
- Litigation Committee (ad hoc): Member since June 2024 (Matin, Callaghan, Dyer, Hawthorne); no fees paid .
- Board meetings: Six meetings in 2024 (plus two unanimous written consents) . Attendance policy requires directors to attend the annual meeting; all directors attended the 2024 Annual Meeting .
- Term: Listed among “Directors with Terms Ending in 2027”; Director since March 2021 .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned in Cash | $117,000 |
| Notes on Structure | Base annual cash fee $85,000; non-chair Audit member $12,000; non-chair Compensation member $7,500; non-chair Nominating & Corporate Governance and Strategy & Technology members $5,000 per committee; chair retainers: Board Chair $100,000; Audit $18,000; Compensation $17,500; Nominating & Corporate Governance $15,000; Strategy & Technology $15,000 (fees paid quarterly) |
Performance Compensation
| Equity Award (2024) | Grant-Date Fair Value | Per-Share Fair Value | Grant Date | Vesting Schedule | Unvested RSUs at 12/31/2024 |
|---|---|---|---|---|---|
| RSU (annual director grant) | $184,930 | $95.67 (closing price) | Jan 2, 2024 | 50% vests on grant date; remaining 50% on first anniversary | 966 shares |
No option awards or performance-based equity for directors disclosed in 2024; director equity is time-based RSUs .
Other Directorships & Interlocks
| Company | Relationship Type | Potential Interlock/Conflict Considerations |
|---|---|---|
| Nauticus Robotics (KITT) | Former director; former chair of Nominating & Corporate Governance | No ASGN-related transactions disclosed; independence affirmed |
| TSC; Avian Inc.; Herrick Technology Laboratories | Current director roles; Herrick audit & compensation committee member | Defense-sector roles could present perceived conflicts if counterparties overlap; ASGN’s related-party review shows no Dyer-related transactions |
Expertise & Qualifications
- Government contracting, technology systems/cybersecurity, risk management, capital allocation/audit, international experience; matrix indicates broad expertise across CEO leadership, client experience, and corporate governance .
- Military/DoD acquisition pedigree; aerospace safety oversight; robotics industry operating experience .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (3/31/2025) | 10,541 shares |
| Percentage of Outstanding | * (<1%) of 43,917,659 shares |
| RSUs Unvested (12/31/2024) | 966 shares |
| Stock Ownership Guideline | Directors must hold shares with FMV of $425,000 (5× $85,000 retainer); all directors and officers compliant as of 3/1/2025 |
| Hedging/Pledging | Prohibited for directors and executive officers |
Insider Trades
| Date | Type | Shares | Price | Source |
|---|---|---|---|---|
| Jan 2, 2025 | Stock Award (Grant) | 2,232 | $82.86 | SEC Form 4 (Filed Jan 6, 2025) |
Additional Form 4 filings on Jan 6, 2025 indicate director stock awards across the Board on Jan 2, 2025; Dyer’s filing is signed by Jennifer H. Painter for the reporting person .
Governance Assessment
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Strengths:
- Independence confirmed under NYSE standards; no Dyer-related party transactions disclosed; hedging/pledging prohibited, with all directors compliant with stock ownership guidelines as of March 1, 2025 .
- Active Audit Committee membership since June 2024; Audit met 10 times in 2024; Board held six meetings; all directors attended the 2024 annual meeting .
- Relevant industry and government contracting expertise; supports ASGN’s government-facing business development and risk oversight .
- Director pay structure balanced with cash plus meaningful RSU grants; RSUs vest over one year, aiding alignment and retention .
-
Watch items:
- Multiple defense-sector board roles (TSC, Avian, Herrick) can present perceived interlocks; ASGN’s Audit Committee screens related-party transactions and disclosed none involving Dyer in 2024–2025 .
- Director RSUs vest 50% immediately, which reduces long-term lock-in versus fully deferred vesting; offset by ownership guidelines requiring net share retention until thresholds are met .
-
Compensation governance context:
- Board compensation set with independent consultant Semler Brossy; program targets competitive market positioning and retains substantial equity component; no meeting fees, and chair retainers are clearly disclosed .
- Company compensation policies include clawback provisions exceeding SEC baseline (executive programs) and prohibit option repricing without stockholder approval; while executive-focused, they signal a strong governance stance alongside director hedging/pledging prohibitions .
Overall, Dyer’s independence, Audit Committee role, attendance record context, and compliance with ownership and anti-hedging policies support investor confidence; no material conflicts or related-party exposures are disclosed for Dyer .