Lt. Gen.(R) Maria R. Gervais
VirTraAbout Lt. Gen.(R) Maria R. Gervais
Lt. Gen.(R) Maria R. Gervais (age 59) is an independent director of VirTra, Inc., first appointed effective October 21, 2024, with a 37-year U.S. Army career culminating as Deputy Commanding General, TRADOC (May 2021–Aug 2024) overseeing a 1.2 million-member organization and ~$5.1B program budget; she created and implemented the Army’s $2B Synthetic Training Environment initiative to modernize collective training .
Past Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| U.S. Army Training and Doctrine Command (TRADOC) | Deputy Commanding General | May 2021 – Aug 2024 | Led talent acquisition, workforce development, strategic communications for ~1.2M personnel; program budget ~$5.1B |
| U.S. Army | Synthetic Training Environment (STE) Cross Functional Team Director | Oct 2017 – May 2021 | Streamlined acquisition from ~7 years to ~2; accelerated delivery of new training methodology by 10+ years; paved the way for Army adoption of 3D terrain |
| U.S. Army | Creator/Leader for STE | Various | Designed and implemented $2B STE to revolutionize collective training |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed in VirTra proxy | — | — | No other public company directorships or external boards disclosed |
Board Governance
- Independence: Board determined Gervais is independent under NASDAQ standards; majority of the Board is independent .
- Committees: Member, Audit Committee (Chair: Jeffrey D. Brown); Member, Nominating & Corporate Governance Committee (Chair: Gregg C.E. Johnson); Not on Compensation Committee (Chair: Michael T. Ayers) .
- Leadership: CEO John F. Givens is Board Chair; Board may consider lead independent director; independent director executive sessions held .
- Attendance: Board held six meetings in FY2024; all incumbent directors attended (Gervais joined Oct 21, 2024) .
- Annual meeting attendance: Directors encouraged but not required to attend .
Fixed Compensation
| Year | Cash Retainer | Committee Chair Fees (cash) | Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 | $5,887 paid to Gervais after Oct 21, 2024 start | None disclosed | Included in retainer | Non-employee directors paid $2,500 per month (quarterly in arrears) beginning July 1, 2024 |
| Policy | $2,500/month | — | No separate meeting fees | Retainer covers Board and committee meetings |
| Plan Limit | — | — | — | Non-employee director cash+equity capped at $300,000 per fiscal year under 2017 Equity Plan |
Performance Compensation
| Component | Grant Basis | Quantity | Vesting/Triggers | Change-in-Control |
|---|---|---|---|---|
| Annual RSUs for Directors | Last business day prior to annual meeting | 2,000 RSUs base grant; +500 RSUs per committee; +1,000 RSUs if committee chair | Time-based per plan award agreement | Non-employee directors’ awards automatically vest in full upon change-in-control; committee may cash-out awards |
| Gervais 2025 RSUs (policy-derived) | If serving at grant date | Expected 3,000 RSUs (2,000 base + 500 Audit + 500 Nominating; not a chair) | Per plan | As above |
- No performance metrics tied to director compensation disclosed (director RSUs appear time-based) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | None disclosed |
| Private/non-profit/academic boards | None disclosed |
| Interlocks (competitors/suppliers/customers) | None disclosed; Audit Committee oversees related-party transactions |
Expertise & Qualifications
- Military training, modeling and simulation, virtual/gaming domain subject-matter expert; deep acquisition and requirements development experience .
- Proven transformational leadership: STE $2B initiative; accelerated acquisition timelines; large-scale workforce oversight .
Equity Ownership
| As of Record Date | Beneficial Ownership (shares) | % of Shares Outstanding | Vested vs. Unvested | Pledged/Hedged |
|---|---|---|---|---|
| Aug 18, 2025 | No reported holdings in proxy | Not applicable | Not disclosed | Not disclosed; Company has an Insider Trading Policy |
- Section 16(a) compliance: Late filings noted for two other insiders; no late filings mentioned for Gervais .
Governance Assessment
- Positives: Independent director; relevant domain expertise for VirTra’s military training expansion; governance coverage via Audit and Nominating committees; independent sessions and majority-independent board .
- Alignment: RSU-based director equity grants provide ownership exposure; however, proxy shows no reported Gervais holdings as of Aug 18, 2025 (possible timing/settlement lag) .
- Structural Risks: CEO is also Board Chair; no designated lead independent director disclosed (Board “may consider” lead independent) .
- Compensation Controls: Director pay cap ($300k) under Equity Plan; change-in-control automatic vesting for non-employee directors (standard, but accelerates equity regardless of performance) .
- Diversity: After 2024 meeting, Board anticipated to add one female director (Gervais), meeting NASDAQ “Smaller Board” objective; prior composition lacked diversity .
Director Compensation (Detail)
| 2024 Director Compensation | Fees earned or paid in cash | Stock Awards | Option Awards | Non-equity incentive | Deferred comp | Other comp | Total |
|---|---|---|---|---|---|---|---|
| Lt. Gen.(R) Maria R. Gervais | $5,887 | $0 | $0 | $0 | $0 | $0 | $5,887 |
- Policy: Non-employee directors receive $2,500/month cash; annual RSUs per committee service and chair roles; reimburse reasonable travel .
Insider Trades
| Period | Form 4 Activity (Gervais) | Notes |
|---|---|---|
| FY2024–FY2025 | None mentioned in proxy materials; no delinquent filings noted for Gervais | Section 16(a) compliance narrative cites late filings for others; not for Gervais |
Related-Party Transactions
- Audit Committee reviews related-party transactions; no transactions involving Gervais disclosed for FY2024–FY2025 .
Compensation Committee Analysis
- Composition (not including Gervais): Ayers (Chair), Brown, Johnson; responsibilities include executive pay and director compensation review .
- Use of independent consultants not disclosed for 2024–2025; historical adjustments relied on third-party studies for executives (context) .
RED FLAGS
- Low reported ownership for Gervais at record date (alignment watch) .
- Combined CEO/Chair, no lead independent director specified .
- Automatic equity vesting on change-in-control for directors (common but accelerates pay irrespective of post-deal performance) .