Charles Burbage
AeroVironmentAbout Charles Thomas Burbage
Independent director since 2013 (age 77). Former Executive Vice President and General Manager of Lockheed Martin’s F‑35 Joint Strike Fighter Program; prior U.S. Navy Naval aviator with 3,000+ flight hours and retired as a Naval Reserve Captain in 1994. Education: B.S. Aerospace Engineering (U.S. Naval Academy), M.S. Aeronautical Systems (University of West Florida), MBA (UCLA). Current AVAV board roles: Chair of the Compensation Committee; member of the Nominating & Corporate Governance Committee (NCG) and Executive Committee. No other public company boards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lockheed Martin Aeronautics Company | Executive Vice President & General Manager, Joint Strike Fighter Program | 2000–2013; retired April 2013 | Led complex multi-country defense program; global industrial partners and customers; ethical leadership recognition |
| U.S. Navy / Naval Reserve | Naval Aviator; retired as Captain | Active duty prior to 1994; retired 1994 | 3,000+ flight hours across 38 aircraft; defense domain expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GKN Aerospace North America, Inc. | Director | Current | Global tier‑one aerospace supplier (airframe/engine structures, landing gear, electrical interconnect, transparencies, aftermarket) |
| Strike Defense Systems, LLC | Director | Current | Signal processing and sensor solutions provider |
| Other Public Company Boards | — | — | 0 public boards |
Board Governance
- Committee assignments: Chair, Compensation Committee; member, NCG; member, Executive Committee. Compensation Committee meetings in FY2025: 7; Executive Committee meetings in FY2025: 0; NCG meetings in FY2024: 6. Audit Committee (he is not a member) held 7 meetings; Cybersecurity Committee held 9. Board held 11 meetings in FY2025; each director attended at least 75% of board/committee meetings.
- Independence: Board determined all directors other than the CEO are independent per Nasdaq/SEC standards; Burbage listed as independent.
- Board structure: Declassification in progress; nominees elected to one‑year terms with all directors on one‑year terms after the 2027 annual meeting. Lead Independent Director: Edward R. Muller. Executive sessions of independent directors at least twice per year.
Fixed Compensation
| Component (FY2025) | Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer | 60,000 | Paid quarterly; prorated for partial service |
| Committee Chair Retainer (Compensation) | 15,000 | Committee chair fee schedule per policy |
| Committee Member Retainers | 5,000 | Member fee schedule per policy |
| Total Cash Fees | 80,000 | |
| Policy Reference (FY2025 cash schedule) | — | Board $60k; Lead Independent $20k; Audit Chair $20k; Audit Member $10k; NCG Chair $10k; NCG Member $5k; Comp Chair $15k; Comp Member $7k; Cyber Chair $15k; Cyber Member $7k |
Performance Compensation
| Equity Component | Grant Value ($) | Grant Timing | Vesting | Unvested Shares (4/30/2025) | Notes |
|---|---|---|---|---|---|
| Annual Restricted Stock | 159,860 | Granted June 2024 | 3 equal tranches vesting July 11, 2025/2026/2027 | 2,391 | Grant value per ASC 718; number of shares set at grant date closing price |
| Change‑of‑Control Treatment | — | — | Accelerated vesting of director equity upon completion of change in control | — | Applies to non‑employee director awards |
| Post‑Vesting Retention | — | — | Must retain 50% of net after‑tax shares until ownership guideline met | — | Director stock ownership and retention guidelines |
Performance metrics: Director equity is time‑based restricted stock; no TSR/financial goal metrics are disclosed for director awards.
Other Directorships & Interlocks
| Company | Public/Private | Relationship to AVAV | Potential Interlock Risk |
|---|---|---|---|
| GKN Aerospace North America, Inc. | Private | Aerospace supplier; not disclosed as AVAV related party | No reportable related party transactions since 5/1/2024 |
| Strike Defense Systems, LLC | Private | Defense technology (signal processing/sensors) | No reportable related party transactions since 5/1/2024 |
| Compensation Committee Interlocks | — | — | None; Comp Committee members were not AVAV executives; no officer interlocks in past year |
Expertise & Qualifications
- Defense industry leadership (F‑35 JSF), extensive global program management; Naval aviator/test pilot; engineering background critical to AVAV’s technical product oversight.
- Board‑relevant skills identified by AVAV: CEO/executive experience, international business, defense domain expertise, science/technology/innovation.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 50,587 |
| % of Shares Outstanding | <1% (asterisk per table) |
| Unvested Restricted Stock (as of 4/30/2025) | 2,391 |
| Options Outstanding | None (no unexercised options as of 4/30/2025) |
| Ownership Guideline | 5x annual board cash retainer |
| Actual Ownership vs Guideline | 126.2x multiple of annual retainer |
| Anti‑Hedging/Pledging | Hedging and pledging prohibited; trades pre‑cleared |
| Section 16 Compliance | All officers/directors complied with filing requirements in FY2025 |
Governance Assessment
- Alignment: High skin‑in‑the‑game with 126.2x ownership vs 5x guideline; post‑vesting retention and anti‑hedging/pledging strengthen alignment.
- Effectiveness: Chairs Compensation Committee (7 meetings FY2025), sits on NCG and Executive Committee; board declassification and majority voting framework support accountability; attendance ≥75% of meetings.
- Independence and conflicts: Independent director; no reportable related party transactions; no compensation committee interlocks with management; use of independent compensation consultant (Pay Governance) with no conflict of interest identified.
- Director pay mix: Market‑aligned increase in annual director equity grant to $160k in FY2025; cash fees within policy limits; total director comp capped at $500k/year under the 2021 Equity Incentive Plan.
- Change‑of‑control: Accelerated vesting of director equity upon change in control is common but worth noting for potential perception of entrenchment; annual comp cap mitigates excess.
RED FLAGS
- None disclosed: No related‑party transactions; no hedging/pledging; independence affirmed; meeting attendance threshold met. Continue monitoring for any vendor/customer overlaps with GKN Aerospace or Strike Defense Systems (none reported).