Stephen Page
AeroVironmentAbout Stephen F. Page
Stephen F. Page (age 85) has served as an independent director of AeroVironment, Inc. since 2013 and is Chair of the Nominating & Corporate Governance Committee and a member of the Audit Committee. He is the former Vice Chairman and CFO of United Technologies Corporation and former President & CEO of its Otis Elevator division; he also served as CFO of Black & Decker and General Counsel of McCullough Corporation. He holds a B.S. in Business Administration from Loyola Marymount University and a J.D. from Loyola Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Technologies Corporation | Vice Chairman & CFO; Director | — (before retirement in 2004) | Senior financial leadership at ~$77B revenue company pre-RTX merger |
| Otis Elevator (UTC division) | President & CEO | — | Led multibillion-dollar unit of UTC |
| Black & Decker Corporation | Chief Financial Officer | — | CFO of major tools manufacturer |
| McCullough Corporation (subsidiary of Black & Decker) | General Counsel | — | Legal leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lowe’s Companies, Inc. (NYSE: LOW) | Director; Audit Committee | 2003–2012 | Audit oversight |
| PACCAR, Inc. (NASDAQ: PCAR) | Director; Audit Committee | 2004–2012 | Audit oversight |
| Liberty Mutual Holding Company Inc. | Lead Director | — | Board leadership |
| Other current public boards | — | — | Currently serves on 0 other public company boards |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance (NCG); Member, Audit. The board determined he qualifies as an “audit committee financial expert” under SEC rules .
- Independence: The board determined all non-management directors, including Page, are independent under Nasdaq and SEC rules .
- Engagement: Board met 11 times in FY2025; each director attended at least 75% of board and committee meetings. Executive sessions of independent directors are held at least twice per year. Lead Independent Director is Edward R. Muller .
| Governance Item | Detail | Source |
|---|---|---|
| Committees | Chair: NCG; Member: Audit | |
| Audit Committee Meetings (FY2025) | 7 | |
| NCG Meetings | 6 (FY2024 disclosed) | |
| Board Meetings (FY2025) | 11 | |
| Attendance | ≥75% of meetings for all directors | |
| Executive Sessions | At least twice per year | |
| Independence | Independent director |
Fixed Compensation
| Component (FY2025) | Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer | 60,000 | Standard for non-employee directors |
| Committee Chair Retainer | 10,000 | NCG Chair |
| Committee Member Retainer | 10,000 | Audit member |
| Total Cash Fees | 80,000 | Sum of above |
| Equity Grant (Restricted Stock) | 159,860 | Grant-date fair value (ASC 718) |
| Total Director Compensation | 239,860 | FY2025 total |
Director retainer schedule (FY2025): Board $60,000; Lead Independent Director $20,000; Audit Chair $20,000/Audit Member $10,000; NCG Chair $10,000/NCG Member $5,000; Compensation Chair $15,000/Member $7,000; Cybersecurity Chair $15,000/Member $7,000. No Executive Committee retainers .
Performance Compensation
| Equity Term | Detail | Source |
|---|---|---|
| Award Type | Annual restricted stock (time-based) | |
| FY2025 Equity Value | $159,860 (grant-date fair value) | |
| Vesting | Three equal annual installments on July 11, 2025, 2026, 2027 | |
| Change-in-Control | Full acceleration of vesting/exercisability | |
| Options | None outstanding for non-employee directors as of 4/30/2025 |
The company increased the annual equity grant portion for FY2025 service to $160,000 to align with peer practices, as advised by Pay Governance LLC; awards are time-based restricted stock (not disclosed as performance-conditioned for directors) .
Other Directorships & Interlocks
| Topic | Disclosure | Source |
|---|---|---|
| Current public company boards | 0 | |
| Prior public company boards | Lowe’s (2003–2012, Audit); PACCAR (2004–2012, Audit); Liberty Mutual (Lead Director) | |
| Compensation Committee interlocks | None; no insider participation | |
| Related-party transactions | None reportable since May 1, 2024 (> $120,000) |
Expertise & Qualifications
- Financial expertise: Former CFO of United Technologies and Black & Decker; designated audit committee financial expert .
- Executive leadership: CEO of Otis Elevator; extensive global/commercial operations experience; public company board leadership including lead director roles .
- Defense/industry relevance: Leadership at UTC provides relevant aerospace/industrial experience to AVAV’s defense technology portfolio .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Beneficially Owned Shares | 54,706 | Includes 20,795 shares in Stephen F. Page Living Trust |
| % of Shares Outstanding | <1% | As indicated in beneficial ownership table |
| Unvested Restricted Stock (4/30/2025) | 2,391 shares | Director equity outstanding |
| Options (as of 4/30/2025) | 0 | No unexercised options |
| Ownership Guidelines | 5x annual cash retainer (within 5 years) | Company policy |
| Actual Ownership vs. Guideline | 136.6x | Exceeds guideline by a wide margin |
| Hedging/Pledging | Prohibited | Anti-hedging and anti-pledging policy for directors |
Governance Assessment
-
Positive signals:
- Independent director with deep CFO/CEO experience; audit committee financial expert designation supports robust oversight of financial reporting and risk .
- Strong ownership alignment: 136.6x retainer multiple vs. 5x requirement; post-vesting retention applies; anti-hedging/pledging policy in place .
- Committee leadership: Chairs NCG; active Audit member; board held 11 meetings in FY2025 with ≥75% attendance for all directors; independent executive sessions at least twice annually .
- Shareholder support context: 2024 say‑on‑pay approved with >99% votes cast in favor (ex‑abstentions/broker non‑votes), indicating broader confidence in compensation governance .
- Director pay structure: Mix of cash retainers and time‑based equity; annual limits on director compensation ($500k; $700k initial year), and independent consultant (Pay Governance) used to benchmark .
-
RED FLAGS and watch items:
- No reportable related‑party transactions; no compensation committee interlocks—low conflict risk .
- Overboarding risk mitigated by policy limiting directors to four other public boards without NCG Chair approval; Page currently serves on none, reducing time‑commitment concerns .
- Board refreshment: Page’s age (85) warrants ongoing succession planning; the company discloses regular reviews for board refreshment and majority vote/resignation policy in uncontested elections, which helps maintain board effectiveness .
Overall, Stephen F. Page adds high-caliber financial governance and board leadership, with strong alignment through substantial share ownership and independent status; no disclosed conflicts or attendance concerns. Director equity is time‑based (not performance‑conditioned), so incentive alignment relies on ownership/retention policies rather than explicit performance metrics—appropriate for non‑employee directors but worth monitoring relative to evolving best practices .