Frederick Wasserman
DLH HoldingsAbout Frederick G. Wasserman
Chairman of the Board at DLH since July 2009 and director since January 2007; age 70 as of the 2025 proxy record date. President of FGW Partners, LLC (financial management consulting) since May 1, 2008; earlier held CFO/COO and President roles in consumer products; began career in public accounting. Education: B.S. in Economics from the Wharton School of the University of Pennsylvania; has been a Certified Public Accountant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mitchell & Ness Nostalgia Co. | Chief Operating–Financial Officer | Aug 2005–Dec 2006 | Led finance/operations during brand expansion |
| Goebel of North America | President; previously Chief Financial Officer | 2001–2005 (President); 2001 (CFO) | Ran U.S. operations for German specialty gift maker |
| Public accounting | CPA; various roles | Early career (13 years noted in 2023 proxy) | Built core financial/accounting expertise |
| FGW Partners, LLC | President | May 1, 2008–present | Financial management consulting practice |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Marker Therapeutics, Inc. (formerly TapImmune) | Chairman; Director | Jan 2016–May 2022 | Audit; Nominating & Governance; Compensation member |
| MAM Software Group, Inc. | Chairman; Director | Jul 2007–Oct 2019 | Board leadership |
| SMTC Corp. | Director | Aug 2013–Apr 2021 | Audit Chair; Compensation & Management Development; Nominating & Corporate Governance member |
| Allied Defense Group, Inc. | Director (prior service) | Not specified | Government vendor; governance experience |
Board Governance
- Current position: Chairman of the Board; independent director under Nasdaq rules .
- Committee assignments: Audit Committee member (Audit Committee: Chair Judith L. Bjornaas; members Martin J. Delaney, Frederick G. Wasserman, Stephen J. Zelkowicz). Audit Committee met 8 times in FY2024; Bjornaas designated financial expert .
- Attendance and engagement: Board met 9 times in FY2024; no director or committee member missed more than 25% of meetings. All directors attended the March 14, 2024 annual meeting. Independent directors held executive sessions at all regularly scheduled meetings .
- Committee activity summary (FY2024): Compensation Committee met 5 times and acted by unanimous written consent twice; Nominating & Corporate Governance met 3 times; Cyber, Technology & Biomedical Research met 2 times .
Fixed Compensation
| Component | Program Terms | FY2024 Wasserman Amount |
|---|---|---|
| Board cash retainer | $60,000 for non-employee directors | Included in fees earned |
| Chairman cash retainer | Additional $21,000 for Chairman | Included in fees earned |
| Committee chair retainers | Audit $18,000; Compensation $15,000; Nominating/Governance $12,000; Cyber/Tech/Biomed $15,000 | N/A (not a chair) |
| Committee member retainers | Audit members $7,500; Comp/Nom/Cyber members $5,000 | Included in fees earned as applicable |
| Annual equity grant (RSUs) | $100,000 value for non-Chair directors; $118,000 for Chairman; granted Oct 1, vests Sept 30 following year; acceleration on death, disability, change in control | Stock awards $118,000; granted Oct 1, 2023; cliff-vested Sept 30, 2024 |
Director compensation (FY2024):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Frederick G. Wasserman | $88,500 | $118,000 | $206,500 |
Year-over-year change (context):
| Metric | FY2022 | FY2024 |
|---|---|---|
| Chairman stock award value | $108,000 | $118,000 |
| Non-Chair director stock award value | $90,000 | $100,000 |
Performance Compensation
- Non-employee director equity is time-based RSUs (no disclosed performance metrics for directors). Grants are made Oct 1 and vest in full on Sept 30 of the following year; vesting accelerates on death, disability, or change in control (as defined in the plan) .
- Clawback framework: Awards under the 2025 Equity Incentive Plan are subject to recoupment consistent with Nasdaq listing standards, Dodd-Frank Rule 10D-1, and the company’s compensation recovery policy (applies broadly to incentive-based compensation) .
RSU grant details (recent):
| Grant Date | RSUs Granted to Wasserman | Vest Date | Notes |
|---|---|---|---|
| Oct 1, 2023 | 10,111 | Sept 30, 2024 | Chairman annual grant; $118,000 value recognized FY2024 |
| Oct 1, 2024 | 12,910 | Sept 30, 2025 | Chairman annual grant under 2016 Plan; similar terms |
Other Directorships & Interlocks
| Board | Role | Committee Interlocks/Notes |
|---|---|---|
| DLH Audit Committee | Member | Audit Committee comprised solely of independent directors; financial expert designated (Bjornaas) |
| Compensation Committee interlocks | None for DLH in FY2024 | Company reports no interlocks between DLH directors and other companies for Comp Committee |
Expertise & Qualifications
- Deep finance/accounting and corporate governance background as CFO/COO and President in prior roles; plus 13 years in public accounting and Wharton-trained CPA credentials .
- Long-serving board leader at DLH (Chairman since 2009); breadth of public company board experience including chair and audit chair roles .
- Provides management and governance expertise relevant to government services market; extensive knowledge of DLH’s business from tenure since 2007 .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Frederick G. Wasserman | 251,950 | 1.8% | RSUs excluded from beneficial count (no vest within 60 days) |
| Shares outstanding (record date) | 14,386,468 | — | Annual meeting record date Jan 22, 2025 |
Additional ownership alignment:
- Outstanding restricted stock/RSU holdings (as of Sept 30, 2024): Wasserman 196,153 units/shares; Oct 1, 2024 additional 12,910 RSUs granted (vest Sept 30, 2025) .
- Anti-hedging and anti-pledging: Directors prohibited from hedging or pledging DLH securities under the Insider Trading Policy .
- Stock ownership guidelines: Non-employee directors expected to own DLH shares valued at 5x annual cash retainer within 5 years; as of the record date, each non-employee director either met or is expected to meet the guidelines .
Governance Assessment
- Strengths: Independent Chairman; consistent board and committee attendance; robust committee structure with independent membership; formal anti-hedging/pledging and stock ownership guidelines; director equity grants align with shareholder value via multi-year vesting .
- Compensation balance: Mix of cash retainers and time-based RSUs; program reviewed against market median; modest increases in equity grant values reflect updated benchmarking; no options or special perquisites disclosed for directors .
- Shareholder sentiment: Strong say-on-pay support (~99% approval at 2024 annual meeting), indicating investor confidence in compensation governance for executives (indirect governance signal) .
- Potential conflicts/related-party exposure: Son (Noah Wasserman) employed by DLH; base salary increased to approximately $150,000 effective Dec 1, 2024. Company states Audit Committee reviews and Board approves any material related party transactions; the policy requires such transactions be in DLH’s best interests .
- Oversight focus: Audit Committee responsibilities executed under a written charter, including financial reporting oversight and internal control effectiveness assessments with external auditor independence affirmed .