Bonnie Wachtel
About Bonnie K. Wachtel
Independent director of VSE Corporation; Principal and Director of Wachtel & Co., Inc. (investment firm). Age 69; VSE director since 1991. Credentials include Chartered Financial Analyst and member of the District of Columbia Bar; previously served 10 years on NASDAQ’s Listing Qualifications Hearing Panel (2006–2016) . Currently classified as an independent director under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NASDAQ Listing Qualifications Hearing Panel | Hearing Panel Member | 2006–2016 | Listing oversight; capital markets/process expertise |
| The ExOne Company (Nasdaq) | Director (prior) | — | 3D printing solutions; prior public board experience |
| WaveDancer, Inc. (Nasdaq) | Director (prior) | — | IT services/software; prior public board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wachtel & Co., Inc. | Principal and Director | Since Sept 1984 | Supervisory Control Principal; management of financial systems/people/processes |
Board Governance
- Independence and tenure: Independent; director since 1991 .
- Committees: Audit Committee (member); Nominating & Corporate Governance Committee (member). Not a committee chair .
- Meeting activity: Board held 5 regular and 9 special meetings in 2024; each director attended ≥75% of Board and committee meetings. Audit Committee met 5 times; Nominating & Corporate Governance met 4 times in 2024 .
- Executive sessions: Independent directors regularly met without management; independent Chair leads the Board (no lead independent director) .
- Compensation Committee interlocks: None; no insider participation reported in 2024 .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Increased from $75,000 in 2023; no meeting fees |
| Committee chair fees | $0 | Not a chair; Chair fees were $20k (Audit), $15k (Comp), $12.5k (NCGC) |
| Total cash (reported) | $80,000 | As disclosed for Ms. Wachtel |
Performance Compensation (Director)
| Component | Grant Details | 2024 Amount/Value | Notes |
|---|---|---|---|
| Annual equity grant | 1,737 shares granted Jan 2, 2024 | $110,039 | Targeted value $110,000; priced at $63.35 close on grant date |
| Options/Unvested stock | None | — | No option awards or unvested stock held by any non-employee director as of Dec 31, 2024 |
- Election feature: Non-employee directors may elect to receive some or all cash retainers in stock under the plan; several directors did in 2024, but no such election is disclosed for Ms. Wachtel individually .
- Performance metrics: None disclosed for director equity; grants are time-based/retainer-linked for board service .
Other Directorships & Interlocks
| Company | Status | Role | Committee/Notes |
|---|---|---|---|
| Current public boards | None | — | No current public company directorships |
| Prior public boards | WaveDancer, Inc.; The ExOne Company | Director (prior) | Dates not specified |
Expertise & Qualifications
- Capital markets and governance: CFA; former NASDAQ Listing Qualifications Hearing Panel member (10 years), providing expertise in market functioning and shareholder value enhancement .
- Legal/Regulatory: Member of District of Columbia Bar .
- Financial oversight: Supervisory Control Principal and Director at Wachtel & Co., Inc. .
- Board roles at multiple Nasdaq-listed companies historically .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Bonnie K. Wachtel | 138,789 | <1% | Includes 1,000 shares held in a retirement account |
Additional alignment factors:
- Director stock ownership guidelines: Must maintain ownership equal to 5× annual cash retainer; all non-employee directors are in compliance .
- Hedging/Pledging: Company policy prohibits hedging and pledging of company stock by directors .
Governance Assessment
- Roles and effectiveness: Independent director with long institutional knowledge (on board since 1991), serving on Audit and Nominating & Corporate Governance—both central to oversight of financial reporting, risk, compliance, succession, and board performance .
- Engagement: Met attendance thresholds (≥75%) in a high-activity year (14 board meetings); committee activity documented (AC: 5; NCGC: 4) .
- Alignment and pay mix: 2024 pay mix balanced between cash retainer ($80,000) and equity ($110,039), with annual equity granted at fixed value and no options/unvested stock outstanding at year-end .
- Ownership/guardrails: Meaningful ownership standards (5× retainer) in compliance, plus prohibitions on hedging/pledging; no related-party consulting payments to directors in 2024 .
- Conflicts/interlocks: No Compensation Committee interlocks or insider participation; no family relationships disclosed .
- Considerations for investors: Very long board tenure (since 1991) is factually noted; the company continues to classify her as independent and assigns her to key oversight committees .