David Wajsgras
Director at MLM
Board
About David C. Wajsgras
Independent director since 2020 (Age: 65), Audit Committee Chair and member of the Management Development & Compensation Committee. He is CEO of Intelsat and previously served as Raytheon’s CFO (2006–2015) and President of its Intelligence, Information & Services business (2015–2020). He holds a B.S. in Accounting (University of Maryland) and an MBA (American University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Raytheon Company | Senior VP & CFO | Mar 2006 – Mar 2015 | Public-company CFO experience; deep finance, accounting, controls |
| Raytheon Company | President, Intelligence, Information & Services (IIS) | Mar 2015 – Apr 2020 | Led global ISR, cyber, analytics, mission support and ATC systems businesses |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intelsat | Chief Executive Officer | Current | Leads global satellite/terrestrial connectivity platform |
| Parsons Corporation (NYSE: PSN) | Independent Director | Current | Audit Committee and Compensation Committee member |
Board Governance
- Independence: Independent director; 9 of 10 directors are independent (all except CEO/Chair) .
- Committee assignments: Audit Committee Chair; Management Development & Compensation Committee member .
- Attendance and engagement: 100% attendance at Board and all assigned committee meetings in 2024; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors met in executive session at each regularly scheduled Board meeting (four in 2024) .
- Audit Chair remit: Oversees financial reporting, ICFR, external auditors, related-party reviews, complaints, cyber risk reporting, and risk assessment processes; the Audit Committee met 4 times in 2024 with 100% attendance; all members are SEC “financial experts” .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $125,000 | Paid in quarterly installments |
| Audit Committee Chair retainer | $20,000 | In addition to board retainer |
| Audit Committee member retainer | $5,000 | In addition to board retainer |
| 2024 Fees Earned or Paid in Cash (Wajsgras) | $148,750 | Actual cash fees reported for 2024 |
Additional fixed program features:
- Deferred compensation plan (Directors may defer fees into stock units or a cash account at prime rate; minimum 3-year deferral) .
Performance Compensation (Director Equity)
| Grant/Item | Details | Vesting/Deferral |
|---|---|---|
| 2024 annual Director RSU grant | 293 RSUs (grant-date value $170,435) | Fully vested on award; at least 50% deferred until Board retirement (optional additional deferral allowed) |
| RSUs held (as of 12/31/2024) | 2,256 (Wajsgras) | Director RSUs carry no voting power until settlement |
Notes:
- Directors receive time-based RSUs; no director performance metrics apply to equity grants (fully vested on grant with required deferral) .
Other Directorships & Interlocks
- Current public company board: Parsons (Audit and Compensation Committees) .
- Compensation Committee interlocks: None; no relationships requiring Item 404 disclosure among MDCC members (including Wajsgras) .
- Related-party transactions: None involving directors/officers since Jan 1, 2024 .
Expertise & Qualifications
- Audit committee financial expert; extensive CFO and operating experience; deep knowledge of accounting, ICFR, risk management, and cybersecurity .
- Strategic planning and corporate finance skills; public-company CFO background .
- Recognitions include WSJ’s “25 Best CFOs” (2012) and FCW “Industry Eagle Award” (2018) .
Equity Ownership
| Item | Amount | Date/Context |
|---|---|---|
| Beneficial ownership (common shares) | 4,091 | As of March 7, 2025 |
| Director RSUs outstanding | 2,256 | As of Dec 31, 2024 |
| Common stock units credited (Director deferrals) | 1,835 | As of March 7, 2025 (cumulative units) |
| Pledged shares | None | Company states no shares pledged; anti-pledging policy in place |
| Ownership guidelines | 5x annual director retainer | Applies to all directors; all directors are in compliance |
| Anti-hedging/pledging policy | Hedging and pledging prohibited for directors/officers | Applies to derivatives, margin, pledging, etc. |
| Individual % of outstanding shares | Below 1% | Company notes no director individually >1% |
Insider Trades (Form 4)
Other Director Compensation Details (Context)
| Item | Detail |
|---|---|
| Director equity grant mechanics | Non-employee directors receive RSUs valued at $170,000 (rounded to nearest RSU) after the annual meeting; in 2024 this was 293 RSUs; fully vested on grant, with at least 50% mandatory deferral until Board retirement . |
| 2024 Director compensation (Wajsgras) | Fees $148,750; Stock awards $170,435; Change in deferral interest $2,395; Dividend-equivalent “All other” $12,942; Total $334,522 . |
| Options | None of the directors held options as of 12/31/2024 . |
Board Governance (Additional Signals)
- Board/committee meetings: 4 regular Board meetings; 18 committee meetings in 2024; 100% Board and committee attendance by all directors during their service periods .
- Say-on-pay support: 95% approval at the 2024 annual meeting (advisory vote) .
- Risk oversight: As Audit Chair, Wajsgras has direct remit over cyber and financial risk oversight; the Board’s committee structure allocates risk oversight among independent committees .
Governance Assessment
- Positives: Independent Audit Committee Chair and SEC-designated financial expert; full attendance; strong equity alignment via RSUs and stock ownership guidelines (5x retainer); anti-hedging/pledging; no related-party transactions; no compensation committee interlocks; strong say-on-pay support (95%) .
- Potential watch items: Significant external time commitments (CEO of Intelsat plus service on another public board), though company’s overboarding and attendance expectations were met (100% attendance in 2024) .
- Red flags: None disclosed regarding pledging/hedging, related-party exposure, or attendance shortfalls .
Overall read-through: Wajsgras brings deep finance, controls, and cyber expertise as Audit Chair with clean independence, full engagement, and clear equity alignment. No disclosed conflicts or attendance issues; external roles should continue to be monitored against overboarding standards, but 2024 attendance was perfect. **[916076_0001193125-25-080903_d891671ddef14a.htm:21]** **[916076_0001193125-25-080903_d891671ddef14a.htm:11]** **[916076_0001193125-25-080903_d891671ddef14a.htm:40]** **[916076_0001193125-25-080903_d891671ddef14a.htm:76]**