Lloyd Johnson
About Lloyd Johnson
Lloyd E. Johnson, age 70, has served as an independent director of VSE since 2022. He is a Certified Public Accountant, designated as a board financial expert, and holds the NACD Directorship Certification; prior senior roles include Global Managing Director, Finance and Internal Audit at Accenture (2004–2015) and Executive Director, M&A and General Auditor at Delphi Automotive PLC (1999–2004) . Johnson also serves as national board chair of AARP and a trustee of the Business Partnership Foundation at the University of South Carolina’s Darla Moore School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accenture | Global Managing Director, Finance and Internal Audit | 2004–2015 | Led global finance/internal audit; governance and risk expertise |
| Delphi Automotive PLC | Executive Director, M&A; General Auditor | 1999–2004 | M&A execution; audit leadership |
| Emerson Electric; Sara Lee; Shaw Food Services | Senior financial leadership positions | Not disclosed | Accounting/finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Haemonetics Corporation | Director | Not disclosed | Public company board |
| Apogee Enterprises | Director | Not disclosed | Public company board |
| Beazer Homes USA | Director | Not disclosed | Public company board |
| AARP | National Board Chair | Not disclosed | Non-profit leadership |
| University of South Carolina (Darla Moore School of Business) | Trustee, Business Partnership Foundation | Not disclosed | Academic foundation governance |
Board Governance
- Independence: All director nominees were independent except CEO John Cuomo; the Chair is an independent director; no lead independent director needed since Chair is independent .
- Committee memberships: Johnson serves on the Compensation & Human Resources Committee and the Nominating & Corporate Governance Committee; he is not a chair .
- Attendance: In 2024, the Board held five regular and nine special meetings; each director attended at least 75% of Board and committee meetings on which they served; all directors virtually attended the 2024 annual meeting .
- Executive sessions: Independent directors regularly met without management .
- Compensation Committee interlocks: None identified for 2024; no VSE executive served on a compensation committee of an entity with interlocking relationships, and no VSE executive served on boards/comp committees of such entities .
- Related parties: No family relationships among directors/executives; related-party transactions require prior Board approval by a majority of disinterested directors .
| Committee | Members |
|---|---|
| Compensation & Human Resources | John E. Potter (Chair), Anita D. Britt, Edward P. Dolanski, Lloyd E. Johnson |
| Nominating & Corporate Governance | Mark E. Ferguson III (Chair), John E. Potter, Bonnie K. Wachtel, Lloyd E. Johnson |
| Audit | Anita D. Britt (Chair), Edward P. Dolanski, Mark E. Ferguson III, Bonnie K. Wachtel |
Fixed Compensation
| Item | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $75,000 | $80,000 | Paid quarterly; no meeting fees |
| Committee chair fees | Audit: $20,000; Comp: $15,000; NCGC: $12,500 | Audit: $20,000; Comp: $15,000; NCGC: $12,500 | Johnson not a chair |
| Board Chair fee | $75,000 | $100,000 | Not applicable to Johnson |
| Johnson—Fees earned (cash) | Not disclosed | $80,000 | From 2024 director comp table |
| Equity Grant Details (Directors) | 2024 |
|---|---|
| Annual equity grant target value | $110,000 (increased from $100,000 in 2023) |
| Shares granted (per director) | 1,737 shares on Jan 2, 2024 |
| Grant price reference | $63.35 closing price on Jan 2, 2024 |
| Johnson—Stock awards (fair value) | $110,039 |
| Johnson—Total 2024 director compensation | $190,039 |
Non-employee directors do not receive meeting fees and no consulting compensation was authorized in 2024 .
Performance Compensation
| Metric Category | Director Program Design | Johnson—2024 |
|---|---|---|
| Performance-based cash bonus | Not applicable (not provided to non-employee directors) | N/A |
| Performance-based equity (PSUs) | Not disclosed for non-employee directors (annual director stock grants described, no performance metrics specified) | Not disclosed |
| Meeting-based fees | None (no meeting fees) | N/A |
The proxy describes fixed retainers and annual stock grants for directors; it does not disclose director-specific performance metrics tied to compensation .
Other Directorships & Interlocks
| Company | Sector | Interlock/Conflict Notes |
|---|---|---|
| Haemonetics Corporation | Medical devices | Public company board; no VSE-related party transactions disclosed |
| Apogee Enterprises | Building products | Public company board; no interlocks disclosed |
| Beazer Homes USA | Homebuilding | Public company board; no interlocks disclosed |
Expertise & Qualifications
- Board financial expert; deep accounting, finance, and audit experience; governance, ethics, risk management; experience in ESG, cybersecurity, M&A, manufacturing, distribution .
- CPA; NACD Directorship Certification .
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Shares beneficially owned (as of Mar 12, 2025) | 6,706 shares; less than 1% of outstanding |
| Shares outstanding (record date) | 20,669,280 |
| Director stock ownership guideline | 5x annual cash retainer market value for non-employee directors |
| Compliance status | All non-employee directors are in compliance |
| Hedging/Pledging policy | Prohibited for directors and executives |
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares | Post-Transaction Ownership | URL |
|---|---|---|---|---|---|
| 2024-01-02 | 2024-01-04 | A (Award) | 1,737 | 5,252 | https://www.sec.gov/Archives/edgar/data/102752/000095017024002021/0000950170-24-002021-index.htm |
| 2025-01-02 | 2025-01-06 | A (Award) | 1,454 | 6,706 | https://www.sec.gov/Archives/edgar/data/102752/000095017025002112/0000950170-25-002112-index.htm |
Compensation Structure Analysis
| Component | 2023 | 2024 | Change |
|---|---|---|---|
| Non-employee director cash retainer | $75,000 | $80,000 | +$5,000 |
| Annual director equity target | $100,000 | $110,000 | +$10,000 |
| Board Chair fee | $75,000 | $100,000 | +$25,000 |
| Meeting fees | None | None | No change |
- Mix remains balanced cash/equity; increases in both retainer and equity grant modestly raise guaranteed compensation for directors; still strong alignment via ownership guidelines (5x retainer) and annual stock awards .
Governance Policies and Shareholder Feedback
- Compensation governance: independent Compensation Committee, independent consultant, clawback policy (Nasdaq/SEC compliant), double-trigger change-in-control provisions, annual risk assessment .
- Prohibitions: no hedging/pledging; no tax gross-ups for change-in-control; no dividends on unvested RSUs .
- Say-on-pay result (NEOs, 2024): ~83% approval; used as input to compensation decisions .
Governance Assessment
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Strengths:
- Independent status; experienced financial/audit leader; multi-industry board experience .
- Active committee roles on Compensation & Human Resources and Nominating & Corporate Governance; independent compensation oversight and ESG governance involvement .
- Attendance threshold met amid robust meeting cadence (14 Board meetings in 2024) and annual meeting participation .
- Strong alignment: meaningful ownership guideline (5x retainer), compliance affirmed; hedging/pledging prohibited .
- No related-party transactions or compensation committee interlocks; no consulting fees paid to directors in 2024 .
-
Watch items:
- Multiple external public boards (Haemonetics, Apogee, Beazer) increase time commitments; no conflicts disclosed, but monitor for evolving interlocks with VSE customers/suppliers .
- Director equity awards appear time-based; absence of performance-linked director pay is typical but reduces direct performance tethering for directors; primary alignment relies on ownership guidelines .
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RED FLAGS: None observed in disclosures—no related-party transactions, no hedging/pledging, no tax gross-ups, no Section 16(a) delinquencies reported for Johnson; company noted one late Form 4 for Mr. Sharma only .