Ralph Eberhart
About Ralph Eberhart
Independent Chair of VSE’s Board since 2007 (18 years of service), age 78. Retired U.S. Air Force General and former Commander of U.S. Northern Command and NORAD, with prior leadership of U.S. Space Command, Air Force Space Command, Air Combat Command, and U.S. Forces Japan; also served as Vice Chief of Staff of the U.S. Air Force . Eberhart is classified as independent; the Chair role is separate from the CEO, and the company has no lead independent director given the independent Chair structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Armed Forces Benefit Association (AFBA) | President; Chair (related enterprise 5Star Life Insurance Co.) | President 2004–2020; Chair until 2022 | Led complex organization; governance and accountability |
| U.S. Air Force | Commander, multiple major commands; Vice Chief of Staff | Not disclosed | National defense leadership; space, air combat, and joint command expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Amentum Holdings, Inc. | Director | Current (2025 proxy) | Other public company board per VSE disclosure |
| Jacobs Solutions, Inc. | Director | Current (2024 proxy); not listed in 2025 | Historical/transition noted across proxies |
| American Air Museum in Britain | Chair of the Board | Current | Non-profit leadership |
| Segs4Vets | Board | Current | Non-profit governance |
| Palmer Land Conservancy | Board | Current | Non-profit governance |
| Air Force Academy Endowment | Board | Current | Non-profit governance |
| Triumph Group, Inc.; Rockwell Collins | Former Director (Triumph Chair) | Prior | Prior public company boards |
Board Governance
- Independence: Independent director; serves as non-executive Chair .
- Committee memberships: None (not listed on Audit, Compensation & HR, or Nominating & Corporate Governance) .
- Attendance: Each director attended ≥75% of Board and committee meetings in 2024; Board held five regular and nine special meetings; Audit met five, Compensation seven, Nominating four; all directors virtually attended the 2024 annual meeting .
- Lead Independent Director: Not applicable—Chair is independent; independent directors meet in executive session opportunities .
- ESG/governance oversight: Nominating & Governance coordinates ESG; Audit oversees enterprise risk and cybersecurity; Compensation oversees human capital and clawbacks .
Fixed Compensation
| Component | Amount | Detail/Date | Notes |
|---|---|---|---|
| Annual Cash Retainer | $80,000 | 2024 | Increased from $75,000 in 2023 |
| Chair Fee (Board) | $100,000 | 2024 | Increased from $75,000 in 2023 |
| Committee Chair Fees | N/A | — | Not a committee chair |
| Meeting Fees | None | 2024 | No fees for attendance |
| Annual Equity Grant | $110,039 | 1,737 shares granted Jan 2, 2024 | Closing price $63.35; plan: 2006 Restricted Stock Plan |
| Fees Earned (Cash) | $180,000 | 2024 | Chair fee + base retainer |
| Total 2024 Director Comp | $290,039 | 2024 | Cash + equity |
| Stock in Lieu of Cash (Q1) | 126 shares | Mar 25, 2024 | $10,000 election; price $79.37 |
| Stock in Lieu of Cash (Q2) | 116 shares | Jun 24, 2024 | $10,000 election; price $86.50 |
| Stock in Lieu of Cash (Q3) | 115 shares | Sep 17, 2024 | $10,000 election; price $87.57 |
| Stock in Lieu of Cash (Q4) | 87 shares | Dec 11, 2024 | $10,000 election; price $115.51 |
Director stock ownership guideline: 5× annual cash retainer; all non-employee directors currently in compliance . Hedging and pledging of company stock are prohibited .
Performance Compensation
| Metric Type | Applies to Directors? | Details |
|---|---|---|
| Performance-based cash bonus | No | VSE pays fixed retainers; no director meeting fees or performance cash |
| Performance-based equity (RSUs/PSUs) | No | Director equity is an annual grant; none of the non-employee directors held option awards or unvested stock awards as of Dec 31, 2024 |
Other Directorships & Interlocks
| Company/Entity | Role | Committee Roles | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Amentum Holdings, Inc. | Director | Not disclosed | VSE divested Federal & Defense; limited overlap in core focus per disclosures |
| Jacobs Solutions, Inc. | Director (2024 proxy) | Not disclosed | Engineering/services; no related-party transactions disclosed at VSE |
| Triumph Group, Inc.; Rockwell Collins | Former Director/Chair | Not disclosed | Prior roles; no current VSE conflicts disclosed |
| Non-profits listed above | Board/Chair | Not disclosed | No related-party transactions disclosed |
Expertise & Qualifications
- 36-year USAF career with command of NORAD, U.S. Northern Command, Space Command; Vice Chief of Staff—deep defense, aerospace, and risk oversight expertise .
- President/Chair of AFBA and 5Star Life—organizational governance and fiduciary leadership .
- Public company board experience; independent Chair at VSE .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Ralph E. Eberhart | 46,384 | <1% | Listed in Security Ownership table |
- Unvested vs vested: None of the non-employee directors held option awards or unvested stock awards as of Dec 31, 2024 .
- Pledging/Hedging: Prohibited by policy .
- Ownership guidelines: 5× retainer; compliant .
Governance Assessment
- Board effectiveness: Independent Chair, clear separation from CEO; robust committee structure with independent membership; documented oversight of risk, cybersecurity, and ESG .
- Alignment: Eberhart elected a portion of cash retainer into stock quarterly, reinforcing skin-in-the-game; annual director equity grants standardized and transparent .
- Compensation structure: Fixed retainers increased modestly YoY (retainer to $80k, Chair fee to $100k); equity grant increased to $110k; no meeting fees or consulting arrangements—shareholder-friendly .
- Say-on-pay context: Broader shareholder support for VSE’s pay program—83% approval in 2024; 88% in 2023—indicates acceptable governance/compensation framework .
- Conflicts/related-party: No related-party transactions or family relationships disclosed; compensation committee interlocks: none involving VSE executives .
- RED FLAGS: None identified in disclosures (no hedging/pledging, no tax gross-ups, no option repricing; director attendance ≥75%) .