Anita Britt
About Anita D. Britt
Anita D. Britt, age 61, has served as an independent director of VSE since 2022 and is the Audit Committee Chair and a member of the Compensation & Human Resources Committee . She is a CPA, designated NACD Board Leadership Fellow, and holds cybersecurity oversight credentials from Carnegie Mellon and the Harvard Kennedy School; VSE’s Board has determined she is an “audit committee financial expert” under SEC Regulation S-K 407(d)(5) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perry Ellis International | Chief Financial Officer | 2009–2017 | Led corporate finance and capital markets activities; M&A experience |
| Jones Apparel Group | Senior financial leadership roles | Not disclosed | Corporate finance leadership |
| Urban Brands | Senior financial leadership roles | Not disclosed | Corporate finance leadership |
| Delta Apparel, Inc. | Director (prior) | Not disclosed | Public company board experience |
External Roles
| Company | Role | Notes |
|---|---|---|
| urban-gro, Inc. | Director | Current public company directorship |
| Smith & Wesson Brands, Inc. | Director | Current public company directorship |
Board Governance
- Independence: Independent director; all nominees independent except CEO John Cuomo; Board chair is independent (no separate lead independent director) .
- Committee assignments: Audit Committee (Chair); Compensation & Human Resources Committee (member) .
- Attendance and meetings: In 2024, VSE held 5 regular and 9 special Board meetings; each director attended at least 75% of Board and relevant committee meetings; all directors virtually attended the 2024 annual meeting .
- Audit Committee oversight: Oversees financial reporting, internal controls, ERM, and cybersecurity; Audit Committee met 5 times in 2024; Britt is designated the Audit Committee financial expert .
- Executive sessions: Independent directors regularly met without management present .
Committee Membership Table (as of 2025 Proxy)
| Committee | Membership | Chair |
|---|---|---|
| Audit Committee | Anita D. Britt; Edward P. Dolanski; Mark E. Ferguson; Bonnie K. Wachtel | Anita D. Britt |
| Compensation & Human Resources | John E. Potter; Anita D. Britt; Edward P. Dolanski; Lloyd E. Johnson | John E. Potter |
| Nominating & Corporate Governance | Mark E. Ferguson; Lloyd E. Johnson; John E. Potter; Bonnie K. Wachtel | Mark E. Ferguson |
Fixed Compensation (Director)
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Annual cash retainer | $80,000 | Increased from $75,000 in 2023 |
| 2024 | Audit Committee Chair fee | $20,000 | Committee chair fees: Audit $20k; Comp $15k; Nominating $12.5k |
| 2024 | Meeting fees | $0 | VSE does not pay meeting fees to non-employee directors |
| 2024 | Cash total (Britt) | $100,000 | Matches “Fees earned or paid in cash” in director comp table |
Performance Compensation (Director Equity)
| Grant Date | Instrument | Units/Shares | Grant-Date Fair Value | Price Reference | Vesting |
|---|---|---|---|---|---|
| Jan 2, 2024 | Shares under 2006 Restricted Stock Plan | 1,737 | $110,039 | Closing price $63.35 on Jan 2, 2024 | Not disclosed in proxy for directors |
- Program structure: Each non-employee director eligible for annual equity grant targeted at $110,000 (up from $100,000 in 2023); granted 1,737 shares on Jan 2, 2024 under the 2006 Restricted Stock Plan .
- Hedging/pledging: Company prohibits hedging and pledging by directors and executives .
- Clawback: Nasdaq-compliant clawback policy applicable to incentive-based compensation (primarily executive context) .
Director Cash vs Equity Mix (2024, Britt)
| Component | Amount | Share of Total |
|---|---|---|
| Cash | $100,000 | ~47.6% (computed from $100,000/$210,039) |
| Equity | $110,039 | ~52.4% (computed from $110,039/$210,039) |
| Total | $210,039 | 100% |
Other Directorships & Interlocks
- Current public boards: urban-gro, Inc.; Smith & Wesson Brands, Inc. .
- Compensation Committee interlocks: None; during 2024, no VSE executive served on another entity’s comp committee with reciprocal ties; no committee member was an employee of VSE .
Expertise & Qualifications
- CPA; member of AICPA and Pennsylvania Institute of CPAs .
- NACD Board Leadership Fellow; cybersecurity oversight training (Carnegie Mellon) and certificate (Harvard Kennedy School) .
- Audit Committee financial expert per SEC rules .
- Extensive corporate finance, capital markets, and M&A experience in public and private contexts .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Record Date | Shares Outstanding |
|---|---|---|---|---|
| Anita D. Britt | 6,706 | ~0.032% (computed: 6,706 / 20,669,280) | Mar 12, 2025 | 20,669,280 |
- Footnote: Proxy denotes “*” as less than 1% for each listed director; calculation above uses disclosed shares outstanding and Britt’s beneficial shares .
- Director ownership guidelines: Non-employee directors must hold stock equal to 5x the annual cash retainer; all directors are currently in compliance (aggregate disclosure) .
- Hedging/pledging: Prohibited for directors; no pledging disclosed for Britt .
Governance Assessment
- Board effectiveness: Britt enhances financial oversight as Audit Chair and designated audit committee financial expert; Audit Committee met 5 times in 2024 and oversees cybersecurity—key risk domains for VSE’s operations .
- Independence and attendance: Independent director; Board reports all directors met at least 75% attendance across 5 regular and 9 special Board meetings in 2024; independent directors also meet in executive session .
- Pay and alignment: Director pay structure emphasizes equity (~52% of Britt’s 2024 director comp), supporting alignment; cash retainer and equity target both increased modestly year-over-year (retainer +$5k; equity +$10k target) .
- Ownership: Britt beneficially owns 6,706 shares; directors are subject to 5x retainer ownership guidelines and are reported in compliance, though individual compliance amounts are not granularly disclosed .
- Conflicts/related-party: No related-party transactions disclosed; no compensation committee interlocks; no family relationships across directors/executives .
- Shareholder sentiment: Say-on-Pay received ~83% support in 2024, indicating generally favorable investor views of compensation governance at VSE .
- Risk controls: Robust policies include clawback, no hedging/pledging, and independent compensation consultant supporting Compensation Committee oversight .
RED FLAGS: None explicitly disclosed for Britt. No attendance shortfalls; no related-party transactions; hedging/pledging prohibited. Monitor equity accumulation versus guideline at individual level if future disclosure becomes more granular .