John Potter
About John E. Potter
Independent director at VSE Corporation since 2014; age 69. He serves as Chair of the Compensation & Human Resources Committee and member of the Nominating & Corporate Governance Committee, and is classified as independent under NASDAQ rules . Background includes President & CEO of the Metropolitan Washington Airports Authority (MWAA) since July 2011 and prior service as U.S. Postmaster General and CEO of USPS (2001–2010) . Board attendance met at least the 75% threshold in 2024; the Board held five regular and nine special meetings, with all directors attending the 2024 annual meeting virtually .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Postal Service (USPS) | Postmaster General and CEO | 2001–2010 | Led large-scale supply chain and distribution operations; record of accomplishment in leadership |
| Metropolitan Washington Airports Authority (MWAA) | President & CEO | July 2011–present | Manages complex transportation infrastructure; oversight of large, multifaceted projects |
External Roles
| Organization | Role | Tenure | Public Company Directorships/Interlocks |
|---|---|---|---|
| Metropolitan Washington Airports Authority (MWAA) | President & CEO | 2011–present | Not a public company board; no other public company boards for Potter |
Board Governance
- Independence: Independent director; Board chair is also independent; no lead independent director; independent directors meet in executive session without management .
- Committees: Chair, Compensation & Human Resources (CHRC); Member, Nominating & Corporate Governance (NCGC) .
- Attendance: Each director attended ≥75% of Board and committee meetings in 2024; Board held 5 regular and 9 special meetings .
- Say-on-Pay context: 83% support at 2024 annual meeting for NEO compensation; CHRC considered feedback and maintained program structure .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Increased from $75,000 in 2023 |
| Committee chair fee (CHRC) | $15,000 | 2024 rate |
| Committee membership fees | — | Not specified beyond chair fees |
| Meeting fees | $0 | No fees for attending Board/committee meetings |
| Total cash | $95,000 | Fees earned by Potter in 2024 |
| Annual equity grant (restricted stock) | 1,737 shares | Granted Jan 2, 2024 under 2006 Restricted Stock Plan |
| Grant date fair value | $110,039 | Based on $63.35 closing price on Jan 2, 2024 |
Performance Compensation
| Performance Metric | Status | Evidence |
|---|---|---|
| Performance-based pay for directors | None disclosed | Non-employee directors receive fixed-value restricted stock grants; no options outstanding; directors may elect stock in lieu of cash retainers |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None | — | — | No other public company boards; no compensation committee interlocks; no insider participation conflicts in 2024 |
Expertise & Qualifications
- Large-scale operations and supply chain: Insight from USPS leadership and MWAA tenure, relevant to VSE’s aftermarket distribution and MRO businesses .
- Governance: CHRC Chair overseeing compensation structure, succession planning, clawback policy administration .
- Risk oversight: Participation in governance frameworks and committee activities focused on ethics and compliance via NCGC membership .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 24,637 shares |
| % of shares outstanding | 0.119% (24,637 ÷ 20,669,280) |
| Options outstanding | None (company has not granted director options) |
| Stock ownership guideline | 5x annual cash retainer; all non-employee directors in compliance |
| Hedging/pledging | Prohibited by company policy |
Governance Assessment
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Strengths
- Independence and committee leadership: Potter chairs CHRC and sits on NCGC; board majority independent; robust governance policies (Code of Conduct, Guidelines) .
- Alignment mechanisms: Director stock ownership guideline (5x retainer) with compliance; ability to take retainers in stock supports ownership .
- Risk controls: Clawback policy (for executives), hedging/pledging prohibitions; NCGC oversight of governance and ethics; Audit oversight of ERM .
-
Watch items
- CHRC use of discretion: 2024 involved multiple adjustments to AIP and PRSU targets (USPS FMIS disruption, Turbine Controls acquisition, ROE/EBITDA adjustments). While justified, repeated target modifications can dilute pay rigor; continued monitoring of CHRC’s application of discretion is warranted .
- Director pay inflation: Increases to cash retainer ($75k→$80k), Board chair fee ($75k→$100k), and annual equity value ($100k→$110k) in 2024; ensure pay remains aligned with workload and market benchmarks .
-
Conflicts and related-party exposure
- No related-party transactions or family relationships disclosed for 2024; related-party transactions, if any, require disinterested Board approval .
- No compensation committee interlocks; no insider participation conflicts .
-
Engagement and attendance
- Attendance ≥75% in 2024; all directors attended annual meeting virtually; executive sessions of independent directors held .
-
RED FLAGS
- None explicitly disclosed for Potter (no pledging/hedging, no related-party transactions, no Section 16 delinquency); monitor CHRC discretion on performance metrics as a potential governance sensitivity .
Insider Trades
| Item | 2024 Status | Notes |
|---|---|---|
| Form 4 filings | Not detailed in proxy | Company indicates Section 16 reports were timely except one late Form 4 by Mr. Sharma; no issues noted for Potter |