Edward Muller
AeroVironmentAbout Edward R. Muller
Edward R. Muller (age 73) has served on AeroVironment’s board since 2013 and is the Lead Independent Director, Audit Committee Chair, and a member of the Compensation and Executive Committees; he is designated an audit committee financial expert. He previously served as Vice Chairman of NRG Energy (Dec 2012–Feb 2017), Chairman & CEO of GenOn Energy (2010–2012), Chairman & CEO of Mirant (2005–2010), and President & CEO of Edison Mission Energy until 2000; he also held CFO, General Counsel, and Secretary roles at Whittaker Corporation. He holds an undergraduate degree from Dartmouth College and a J.D. from Yale Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NRG Energy, Inc. (NYSE: NRG) | Vice Chairman | Dec 2012–Feb 2017 | Oversight of corporate strategy and governance |
| GenOn Energy, Inc. | Chairman & Chief Executive Officer | 2010–2012 | Led merger into NRG; operational/financial oversight |
| Mirant Corporation | Chairman & Chief Executive Officer | 2005–2010 | Led U.S. and international electricity operations |
| Edison Mission Energy | President & Chief Executive Officer | Until 2000 | U.S. and international power generation leadership |
| Whittaker Corporation | Vice President, CFO, General Counsel & Secretary | Not disclosed | Conglomerate governance across aerospace/chemicals/healthcare/metals |
| Transocean Ltd. (NYSE: RIG) | Director | 2007–2024 | Offshore drilling governance experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| UCLA Institute for Carbon Management | Advisory Board Chair | Current | Energy/carbon management oversight |
| CarbonBuilt, Inc. | Advisory Board Chair | Current | Low-carbon concrete technology |
| Concrete AI, Inc. | Advisory Board Chair | Current | AI-assisted concrete production/carbon reduction |
| Equatic, Inc. | Advisory Board Chair | Current | Carbon-capture technologies |
| Nextli Technologies, Inc. | Advisory Board Chair | Current | Cement decarbonization |
| Specifx, Inc. | Advisory Board Chair | Current | Lithium extraction technologies |
| Prior public/private boards (selected) | Director | Past | Contact Energy, Oasis Residential, Ormat Technologies, RealEnergy, RigNet, Strategic DataCorp, The Keith Companies, Whittaker, Interval |
Board Governance
- Independence and roles: Independent director (Lead Independent Director), Audit Committee Chair; member of Compensation and Executive Committees; designated audit committee financial expert .
- Attendance: Board held 11 meetings in FY2025; each director attended at least 75% of board and committee meetings; Audit Committee met 7 times; Compensation Committee met 7 times .
- Executive sessions: Independent directors hold regularly scheduled executive sessions at least twice per year; the Lead Independent Director presides when the Chairman is absent and serves as liaison between independent directors and the Chair/CEO .
- Board structure refresh: AVAV is declassifying its board; 2025 nominees (including Muller) stand for one-year terms as part of transition .
- Governance practices: Majority vote for director elections, proxy access, anti-hedging/anti-pledging, share ownership/retention guidelines, independent standing committees (except Executive) .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 107,000 | 107,000 |
| Annual Retainer ($) | 60,000 | 60,000 |
| Lead Independent Director and Committee Chair Retainer Fees ($) | 40,000 | 40,000 |
| Committee Member Retainer Fees ($) | 7,000 | 7,000 |
| Meeting Fees | None disclosed | None disclosed |
| Total Director Cash Retainer Schedule (policy) | LID $20k; Audit Chair $20k; Comp Chair $15k; Audit Member $10k; Comp Member $7k; NCG Chair $10k; NCG Member $5k; Board Member $60k | LID $20k; Audit Chair $20k; Comp Chair $15k; Cyber Chair $15k; Audit/Cyber Member $7k; NCG Chair $10k; NCG Member $5k; Board Member $60k |
Performance Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Stock Awards (Grant-Date Fair Value, $) | 149,942 | 159,860 |
| Unvested Restricted Shares at FY-end (#) | 2,918 (as of 4/30/2024) | 2,391 (as of 4/30/2025) |
| Annual Grant Vesting | 3 equal installments on Jul 11, 2024, 2025, 2026 | 3 equal installments on Jul 11, 2025, 2026, 2027 |
| Equity Award Design | Time-based restricted stock; no stock options outstanding as of FY-end; director grants sized to market via Pay Governance benchmarking | |
| Change-in-Control Treatment | Director award agreements provide for acceleration of vesting upon completion of a change in control | Director award agreements provide for acceleration of vesting upon completion of a change in control |
| Equity Plan Safeguards | Restated plan: no single-trigger automatic acceleration, no repricing without shareholder approval, non-employee director annual limit $500k ($700k initial year), no tax gross-ups |
Note: The plan’s “no single-trigger automatic acceleration” feature applies to the Restated Plan generally; director award agreements specify acceleration upon completion of a change-in-control for director awards .
Other Directorships & Interlocks
- Current public company boards: 0 (as of 2025 proxy matrix) .
- Prior public company board: Transocean Ltd. (NYSE: RIG), Director 2007–2024 .
- Interlocks/conflicts: Compensation Committee interlocks—none; no executives serving reciprocally on other companies’ boards/committees during FY2025 .
- Sponsor-designated directors from Arlington Capital Partners joined AVAV’s board in 2025 pursuant to a Shareholders Agreement (Wodlinger, Albers); Muller is not sponsor-designated .
Expertise & Qualifications
- Financial expertise: Audit committee financial expert; deep CFO and accounting background; enhances audit oversight .
- CEO/executive leadership: >15 years as CEO across energy companies; governance and operational acumen .
- Public company board experience: Served as director of 11 different public companies historically (now 0 current), bringing broad governance oversight .
- International and policy experience: CFR and Pacific Council memberships; extensive global energy experience .
- Legal credentials: Yale Law School J.D.; Whittaker GC experience supports compliance/ethics oversight .
Equity Ownership
| Metric | As of Apr 30, 2024 | As of Aug 7, 2025 |
|---|---|---|
| Shares Beneficially Owned (#) | — | 51,210; includes 48,695 in Edward R. Muller & Patricia E. Bauer 1991 Family Trust; 810 in Edward R. Muller IRA |
| % of Shares Outstanding | — | * (<1%) on 49,932,233 shares outstanding |
| Ownership vs. Director Guidelines | 132.3x annual retainer (requirement 5x) | 127.8x annual retainer (requirement 5x) |
| Anti-Hedging/Pledging | Prohibited for directors; trades pre-cleared; 50% post-vesting retention until guideline met |
Governance Assessment
- Board effectiveness: Muller’s combined roles as Lead Independent Director and Audit Chair, with financial expert designation, strengthen oversight of financial reporting, controls, and executive compensation—key for investor confidence .
- Independence and engagement: Independent; served on key committees; attended ≥75% of meetings; supports robust governance culture including regular executive sessions .
- Pay-for-performance alignment (director context): Balanced mix of cash and time-based equity; annual equity increased from $150k (FY2024) to $160k (FY2025) to align with peer practices; overall director compensation capped by plan limits; no tax gross-ups .
- Ownership alignment: High personal stake relative to guidelines (127.8x retainer); anti-hedging/anti-pledging mitigates misalignment risk .
- Conflicts/related-party exposure: No reportable related-party transactions since May 1, 2024; Audit Committee oversees related-party approvals; no compensation committee interlocks .
Signals and RED FLAGS
- Positive signals: Financial expert leadership on Audit; high ownership multiple; independent and engaged; strong governance policies (majority vote, proxy access, clawbacks for executives) .
- Watch items: Director award agreements provide change-in-control acceleration (could reduce at-risk alignment in a sale), though broader Restated Plan limits single-trigger acceleration and prohibits repricing; monitor consistency and future plan amendments .
Appendix: Committee Summary (FY2025)
- Audit Committee: Chair—Edward R. Muller; members—Stephen F. Page, Cindy K. Lewis, Admiral Philip S. Davidson; 7 meetings; Muller, Page, Lewis are financial experts .
- Compensation Committee: Chair—Charles T. Burbage; members—Edward R. Muller, General Joseph L. Votel; 7 meetings; retains independent consultant; no interlocks .
- Executive Committee: Members include Muller; no additional retainers .
Data Notes
- Board nominees and declassification details tied to 2025 annual meeting; Muller is incumbent nominee for one-year term .
- Section 16 compliance: Company states all officers/directors complied in FY2025 .