Mark Ferguson III
About Mark E. Ferguson III
Admiral (Ret.) Mark E. Ferguson III, age 68, has served as an independent director of VSE since 2017. He chairs the Nominating & Corporate Governance Committee and serves on the Audit Committee; he is also Chair of the People and Compensation Committee at Pacific Gas and Electric Company (PG&E). His background includes 38 years in the U.S. Navy (Vice Chief of Naval Operations 2011–2014; Commander U.S. Naval Forces Europe/Africa; Commander, NATO Joint Force Command Naples) and advisory experience at McKinsey’s Aerospace & Defense practice (2016–2020); he is CEO of MK3 Global LLC (since July 2016). He holds a master’s degree in Computer Science from the Naval Postgraduate School and NACD Cyber Risk Oversight and Carnegie Mellon Cyber Security Oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Navy | Vice Chief of Naval Operations | 2011–2014 | Senior leadership of global naval operations and readiness |
| U.S. Navy | Commander, U.S. Naval Forces Europe & Africa | Not disclosed | Theater command; multinational coordination |
| NATO | Commander, Joint Force Command Naples | Not disclosed | Alliance operations leadership |
| McKinsey & Company (Aerospace & Defense) | Senior Advisor | 2016–2020 | Strategy and operations advisory to aerospace/defense clients |
| MK3 Global LLC | Chief Executive Officer | July 2016–present | Private consulting leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pacific Gas and Electric Company (PG&E) | Director; Chair, People & Compensation Committee | Not disclosed | Chairs compensation oversight; human capital governance |
Board Governance
- Independence: All nominees except the CEO are independent under NASDAQ rules; Ferguson is independent .
- Committee assignments: Audit (member); Nominating & Corporate Governance (Chair) .
- Attendance and engagement: In 2024 the Board held 5 regular and 9 special meetings; each director attended at least 75% of Board and applicable committee meetings. All directors virtually attended VSE’s 2024 Annual Meeting .
- ESG oversight: Under the Board’s ESG framework, the Nominating & Governance Committee leads ESG oversight and coordination; Audit supports ERM and cybersecurity oversight; Compensation oversees human capital, pay equity, and talent management .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 75,000 | 12,500 (NCGC Chair) | 87,500 | 100,004 | 187,504 |
| 2024 | 80,000 | 12,500 (NCGC Chair) | 92,500 | 110,039 | 202,539 |
- 2024 director fee structure: Chair of Board +$100,000; Committee Chairs: Audit $20,000, Compensation $15,000, NCGC $12,500; no meeting fees .
Performance Compensation
| Year | Award Type | Grant Date | Shares Granted | Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|---|
| 2023 | Restricted Stock (time-based) | Jan 3, 2023 | 2,146 | 100,004 | Not disclosed | None disclosed for directors |
| 2024 | Restricted Stock (time-based) | Jan 2, 2024 | 1,737 | 110,039 | Not disclosed | None disclosed for directors |
- Directors are eligible for annual equity grants targeted at $100,000 (2023) and $110,000 (2024); no options or performance-based (PSU) awards are disclosed for directors .
- Company policies prohibit dividends on unvested RSUs and ban hedging/pledging of company stock .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company board | PG&E (Chair, People & Compensation Committee) |
| Compensation committee interlocks | None reported for VSE in 2023–2024 (no VSE executives served on other entities’ compensation committees with reciprocal ties) |
| Related parties | No family relationships among VSE directors/executives; related party transactions require disinterested Board approval; none noted for Ferguson |
| Consulting arrangements | No personal consulting compensation authorized for any director in 2024 |
Expertise & Qualifications
- Defense and national security leadership; international command experience; cyber defense expertise; regulatory/congressional affairs; strategic planning; operations management .
- Technical credentials: M.S. in Computer Science (Naval Postgraduate School); NACD Cyber Risk Oversight Program graduate; CMU Cyber Security Oversight certificate .
- Audit committee membership supports financial oversight; NCGC chair role supports board evaluation, governance policy, ESG oversight .
Equity Ownership
| As-of Date | Beneficial Ownership (Shares) | % Outstanding | Notes |
|---|---|---|---|
| Mar 25, 2024 | 14,620 | <1% | Aggregate beneficial ownership |
| Mar 12, 2025 | 16,438 | <1% | Includes 14,851 shares held in a trust account |
- Director stock ownership guidelines: Non-employee directors must maintain ownership equal to 5x annual cash retainer; all non-employee directors are in compliance .
- Hedging and pledging: Prohibited for directors and executives .
- Section 16(a): No delinquent filings reported for Ferguson; one late Form 4 was noted for another officer (Sharma) in 2024 .
Governance Assessment
- Committee leadership and expertise: Ferguson’s NCGC chair role and cybersecurity/governance credentials are positive for board effectiveness and ESG oversight .
- Independence and attendance: Independent status with strong engagement (≥75% attendance) supports investor confidence .
- Ownership alignment: Compliant with rigorous director stock ownership guidelines; hedging/pledging ban further aligns interests .
- Pay structure: Modest increases in cash retainer ($75k→$80k) and equity target ($100k→$110k) from 2023 to 2024; director equity is time-based with no performance metrics—typical for directors and not a red flag .
- Say-on-pay context: 83% approval at the 2024 annual meeting indicates generally supportive shareholder sentiment on compensation governance .
- Potential conflicts: External PG&E role appears unrelated to VSE’s aviation distribution focus; no related-party transactions or consulting fees reported for Ferguson .