Aric Spitulnik
About Aric Spitulnik
Aric Spitulnik, 54, joined the VS board in November 2024 as an independent director and currently chairs the Audit Committee; the board determined he is an “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K . He holds an MBA and BS in Business from York College of Pennsylvania and has 32+ years of leadership experience, including CEO, President, and SVP roles managing budgets up to $1.2B and organizations up to 7,000 employees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private company (unnamed) | Chief Executive Officer | 9 years | Delivered positive revenue growth |
| Various entities (unnamed) | Senior Vice President | Not disclosed | Oversaw $1.2B budget, 7,000 employees |
| Various entities (unnamed) | President | Not disclosed | Managed $100M revenue, 1,200 employees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | — | — | None disclosed in VS proxy/10‑K |
| Private/other boards | Chair/Director | Not disclosed | Biography references multiple boards and chairmanship roles; names not disclosed |
Board Governance
- Committees: Audit (Chair: Aric Spitulnik), Compensation (Chair: Juan Carlos Barrera), Nominating & Corporate Governance (Chair: David Catzel) .
- Independence: Spitulnik is independent under Nasdaq and Rule 10A‑3; audit financial expert designation affirmed by board .
- Board activity and engagement: Board met 15 times in 2024; independent directors held eight executive sessions; all current members attended ≥75% of board and committee meetings during their service .
- Leadership: CEO is Luis Goldner; Chairman of the Board is Juan Carlos Barrera; independent director-only sessions can be convened at any time .
- Annual meeting: Directors are expected to attend the annual meeting .
Fixed Compensation
| Year | Name | Cash Retainer/Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | Aric Spitulnik | $0 | — | — | $0 |
Context: In 2024, other non-employee directors received cash fees (e.g., Barrera $91,666; Catzel $91,666; Goldner $83,333 while serving as director) indicating cash-based retainer as primary pay; Spitulnik received no compensation due to late-2024 appointment .
Performance Compensation
| Component | Detail | Metrics | Vesting |
|---|---|---|---|
| RSUs/PSUs | None disclosed for directors in 2024 | None disclosed | — |
| Stock Options | None disclosed for directors in 2024; “Outstanding Equity Awards at Fiscal Year‑End: None” | None disclosed | — |
Equity Incentive Plan exists (2017 Stock Option Plan), but no director equity awards were granted or outstanding for 2024; no performance metric framework for director pay disclosed .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation committee interlocks | None: No executive officers served on another entity’s board/comp committee with reciprocal service; compensation committee members had not been VS officers/employees . |
| Public company interlocks | None disclosed . |
Expertise & Qualifications
- Financial oversight: Audit Committee Chair; audit committee financial expert per Regulation S‑K .
- Strategic/operational leadership: 32+ years across CEO, President, SVP roles; managed budgets of $1.2B and large teams, indicating strong operational and controls background .
- Education: MBA and BS in Business (York College of Pennsylvania) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Executive Officers and Directors as a group (7 persons) | 11,827 | <1% |
| ASPIS Cyber Technologies, Inc. | 2,155,172 | 43.97% |
| Cronus Equity Capital Group, LLC | 989,903 | 20.20% |
- Individual holdings: No specific line item disclosed for Spitulnik; group holdings are <1% of shares outstanding, suggesting limited insider ownership overall .
- Pledging/hedging: No pledging or hedging disclosures related to directors; no related-party loans .
Governance Assessment
- Positives: Strong independence and financial oversight; Spitulnik chairs Audit and is designated an audit financial expert; board held frequent meetings and executive sessions; attendance thresholds met, indicating active oversight .
- Alignment considerations: Spitulnik received no 2024 compensation and had no equity awards outstanding; combined with <1% aggregate insider ownership, ownership alignment appears limited unless 2025 grants increased alignment .
- Control/ownership structure: Two large holders (ASPIS ~43.97%, Cronus ~20.20%) dominate the cap table, which can influence governance dynamics and board independence in practice .
- Conflicts/Related-party: Company discloses no related-party transactions since the start of last fiscal year, and none currently proposed—reducing near-term conflict risk .
- RED FLAGS: Limited disclosed director-level ownership and absence of performance-based equity for directors in 2024 may weaken pay-for-performance alignment; concentrated ownership could pressure governance outcomes if not balanced by independent committee leadership .
Notes on Attendance, Independence, and Engagement
- Board expects director attendance at annual meetings; current directors weren’t on the board at the time of the 2023 annual meeting .
- Audit Committee responsibilities include oversight of financial reporting, auditor independence, internal controls, and related-party transaction approvals—Spitulnik’s chair role centralizes these safeguards .
- Audit Committee report shows active auditor oversight (Ramirez Jimenez International CPAs) and selection recommendation for 2025 .
Insider Reporting
- Section 16 filings: Company believes all required filings during 2024 were timely; no individual Form 4 activity for Spitulnik is disclosed in the proxy/10‑K excerpts provided .