Judith Bjornaas
DLH HoldingsAbout Judith Bjornaas
Judith L. Bjornaas is an independent director of DLH, age 61, serving on the Board since March 2023 and currently chairing the Audit Committee as the Board-designated “audit committee financial expert” . She is a seasoned finance executive with 30+ years in government and commercial IT, most recently EVP & CFO of ManTech International (Nov 2016–Mar 2023), following Deputy CFO (Dec 2010–Nov 2016) and earlier CFO at NCI, Inc.; she holds an MBA from Marymount University and a BS in Business Administration from Mankato State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ManTech International Corporation | Executive Vice President & Chief Financial Officer | Nov 2016 – Mar 2023 | Led finance at a provider of mission-focused technology solutions/services to U.S. federal agencies; public until acquisition by The Carlyle Group in Sep 2022 |
| ManTech International Corporation | Deputy Chief Financial Officer | Dec 2010 – Nov 2016 | Senior finance leadership in federal IT services |
| NCI, Inc. | Chief Financial Officer | Not disclosed | CFO at a public company providing IT/professional services to federal agencies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Northern Virginia Chamber of Commerce | Board of Directors & Executive Committee | Not disclosed | Regional business leadership role |
| Association for Corporate Growth (ACG) | Member | Not disclosed | Professional association membership |
| Women in Technology | Member | Not disclosed | Industry network membership |
Board Governance
- Independence: The Board affirmatively determined Ms. Bjornaas is independent under Nasdaq rules; independent directors held executive sessions at all regularly scheduled Board meetings in FY 2024 .
- Attendance: The Board met 9 times in FY 2024; no director attended fewer than 75% of Board/committee meetings; all directors attended the March 14, 2024 annual meeting .
- Risk oversight: As Audit Chair, she oversees financial reporting, internal controls, and auditor independence within a committee structure where all members are independent .
| Body/Committee | Role of Bjornaas | Members | Meetings in FY 2024 |
|---|---|---|---|
| Board of Directors | Director | 8 directors in FY 2024 | 9 meetings |
| Audit Committee | Chair; Audit Committee Financial Expert | Judith L. Bjornaas (Chair), Martin J. Delaney, Frederick G. Wasserman, Stephen J. Zelkowicz | 8 meetings |
| Management Resources & Compensation Committee | Not a member | Stephen J. Zelkowicz (Chair), Elder Granger, Frances M. Murphy, Austin J. Yerks III | 5 meetings; 2 unanimous written consents |
| Nominating & Corporate Governance Committee | Not a member | Austin J. Yerks III (Chair), Martin J. Delaney, Frances M. Murphy | 3 meetings |
| Cyber, Technology & Biomedical Research Committee | Not a member | Elder Granger (Chair), Frances M. Murphy | 2 meetings |
Fixed Compensation
- Director pay levels are reviewed annually; for FY 2024 the Compensation Committee made no changes and targets around market median for similar companies .
| Component | Amount (FY 2024) | Notes |
|---|---|---|
| Annual Board Retainer (non-employee directors) | $60,000 | Standard cash retainer |
| Audit Committee Chair Fee | $18,000 | Chair premium |
| Audit Committee Membership Fee (non-chair) | $7,500 | Membership fee |
| Other Committee Membership Fee (non-chair) | $5,000 | Membership fee |
| Cash fees earned by Judith L. Bjornaas | $70,125 | FY 2024 reported cash fees |
Performance Compensation
- DLH grants annual time-based RSUs to non-executive directors; grants vest in full at fiscal year-end (Sep 30) and accelerate upon death, disability, or change in control; unvested RSUs generally forfeit upon Board departure .
| Grant | Grant Date | RSUs (#) | Fair Value ($) | Vesting | Key Terms |
|---|---|---|---|---|---|
| Annual Director RSU Grant | Oct 1, 2023 | 8,569 | $100,000 | Cliff-vest Sep 30, 2024 | Grant date closing price $11.67 on Sep 29, 2023; time-based; acceleration on death/disability/change in control |
| Annual Director RSU Grant | Oct 1, 2024 | 10,941 | Not disclosed | Cliff-vest Sep 30, 2025 | Granted under 2016 Plan; terms substantially similar to Oct 1, 2023 grants |
- Options: None for directors in FY 2024 (Option Awards $—) .
- Performance metrics: No performance-based metrics tied to director RSU grants disclosed; awards are time-based .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | No other public company directorships for Ms. Bjornaas are listed in the DLH proxy’s business experience section |
| Compensation Committee interlocks | DLH reports no interlocks between its directors and directors of other companies on the Compensation Committee |
Expertise & Qualifications
- Audit committee financial expert designation and chair role indicate deep accounting, controls, and audit oversight proficiency .
- 30+ years finance leadership in federal IT contracting, including CFO roles at ManTech and NCI, Inc. .
- Education: MBA (Marymount University) and BS in Business Administration (Mankato State University) .
- Professional engagement: Northern Virginia Chamber of Commerce (Board & Executive Committee), ACG, Women in Technology .
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Beneficially owned shares | 8,569 | As of Record Date; excludes Oct 1, 2024 RSUs |
| Percent of outstanding | Less than 1% | 14,386,468 shares outstanding as of Record Date |
| Unvested RSUs | 10,941 | Granted Oct 1, 2024; cliff-vest Sep 30, 2025 |
| Hedging/pledging | Prohibited by Insider Trading Policy | Anti-hedging and anti-pledging for directors/officers/key employees |
| Ownership guidelines | 5× annual cash retainer, achieved within 5 years | As of Record Date, each non-employee director either met or is expected to meet within the period |
Governance Assessment
- Strengths: Independent director; Audit Chair and designated financial expert; robust committee independence; regular executive sessions of independent directors; strong attendance in FY 2024 (no director under 75%; all attended Mar 14, 2024 annual meeting) .
- Pay alignment: Mix of fixed cash (Board retainer and Audit Chair fee) and annual RSUs; FY 2024 director pay structure unchanged, targeting market median; Ms. Bjornaas total FY 2024 compensation $170,125 (cash $70,125; stock awards $100,000) .
- Ownership and policies: Stock ownership guidelines (5× cash retainer, 5-year horizon) with compliance expected; strict anti-hedging/anti-pledging policy enhances alignment; current beneficial ownership is 8,569 shares (<1%) with additional 10,941 unvested RSUs granted Oct 1, 2024 .
- Conflicts: DLH discloses no material related party transactions involving directors other than a non-executive employee who is the Chair’s son; no issues specific to Ms. Bjornaas are disclosed .
- Net view: Her finance expertise and Audit Chair role support board effectiveness and investor confidence; watch for continued progress toward ownership guideline levels given time-based RSU structure and currently modest absolute shareholding (company states guideline compliance expected within the allowed window) .