Edward Dolanski

About Edward P. Dolanski

Edward P. Dolanski (age 57) is an independent director of VSE Corporation, serving since 2022. He is a former senior Boeing executive (President, U.S. Government Services at Boeing Global Services; President, Boeing Global Services & Support) and former CEO of Aviall, Inc. (a Boeing subsidiary), with prior leadership roles at Raytheon and earlier IT/supply chain experience at Walmart. He holds a Corporate Governance certification from The Wharton School and brings deep aerospace aftermarket distribution and MRO expertise to the board . He is independent (NASDAQ rules) and not the CEO; VSE’s Chair is independent, so no separate lead independent director is designated .

Past Roles

External Roles

Board Governance

• Independence and structure: Independent director; VSE’s Chair is independent; CEO is not independent .
• Committees: Audit Committee (member); Compensation & Human Resources Committee (member). Audit chair is Anita D. Britt; Compensation chair is John E. Potter .
• Attendance and engagement: In 2024 the Board held 5 regular and 9 special meetings; AC met 5 times; CHRC met 7 times. Each director attended at least 75% of Board and applicable committee meetings; all directors virtually attended the 2024 Annual Meeting .
• Executive sessions: Independent directors regularly met without management .
• Compensation committee governance signals: The CHRC (on which Dolanski serves) used Aon as independent consultant (no conflicts) ; it exercised discretion to adjust AIP/PRSU goals for the acquired Turbine Controls and for USPS-driven Fleet disruption when determining 2024 payouts/vesting .

Fixed Compensation (Director)

Performance Compensation (Director)

• Structure: Non-employee director equity is time/service-based restricted stock under the 2006 Plan; no performance metrics disclosed for director equity awards .
• Annual director grant (2024): 1,737 shares on 1/2/2024 (grant-date close $63.35) .

Other Directorships & Interlocks

Expertise & Qualifications

• Aerospace aftermarket distribution and MRO leadership across Boeing/Aviall and Raytheon, plus IT/supply chain expertise (Walmart) .
• Corporate governance credential (Wharton) and multiple advisory/board roles; recognized for diversity leadership .
• Committee-relevant experience: Audit member (paired with financial expert chair), CHRC member; board uses independent compensation consultant (Aon) and maintains clawback/anti-hedging policies .

Equity Ownership

Recent Form 4 Activity (Alignment Indicator)

Note: The Form 4 pattern reflects quarterly elections to receive $5,000 of cash retainer in stock, consistent with VSE’s director compensation program and election mechanics .

Governance Assessment

• Positives

  • Independent director with highly relevant aerospace aftermarket and services expertise; serves on both Audit and Compensation committees, enhancing oversight depth .
  • Strong alignment signals: annual equity grants; quarterly elections to convert cash fees to stock; in compliance with stringent 5x retainer stock ownership guideline; hedging/pledging prohibited .
  • Board effectiveness: robust meeting cadence; all directors ≥75% attendance; independent chair and regular executive sessions; AC and CHRC fully independent; CHRC retains independent consultant (no conflicts) .
  • Shareholder feedback: 2024 say‑on‑pay support ~83%, indicating broad investor acceptance of compensation design and outcomes .

• Watch items

  • CHRC discretion: In 2024, the compensation committee adjusted AIP and PRSU targets for acquisition effects (Turbine Controls) and USPS system transition impacts; while rationale is documented, investors should monitor consistency and transparency of adjustments over cycles .
  • Equity overhang expansion: Board is seeking to increase authorized shares and add 800,000 shares to the 2006 Plan (approx. 3.88% simple dilution; total potential overhang ~6.01%)—dilution governance remains a portfolio-level consideration (board-wide) .

• Conflicts/Related Parties

  • No family relationships; no related‑party transactions were disclosed; related-party transactions are subject to disinterested Board approval under policy .

Director Compensation (Detail)

Say‑on‑Pay & Shareholder Feedback (Board-level context)

Policies & Controls

• Clawback: Nasdaq-compliant recovery policy covering executive incentive compensation tied to financial reporting; applies broadly and does not require misconduct; recovery exceptions narrowly defined .
• Anti‑hedging/pledging: Prohibited for directors and executives .
• Director ownership guidelines: 5x annual cash retainer; all non‑employee directors in compliance .

Committees (Current)

Equity Plan & Dilution (Board-level oversight)

All citations: . Form 4 sources are linked per row above.