David E. Farnsworth
About David E. Farnsworth
David E. Farnsworth (age 65) is a seasoned aerospace and defense financial executive. He was appointed a non-voting advisor to the V2X Board on March 18, 2025, and then elected as a Class I Director on August 14, 2025; he serves on the Audit Committee and the Nominating and Governance Committee and has been designated a “financial expert.” He is currently CFO of Mercury Systems (since 2023) and previously served as CFO of HawkEye 360 (2020–2023) and held multiple CFO roles at Raytheon, with degrees from the Wharton School (BS) and Boston University (MBA) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mercury Systems, Inc. | Executive Vice President & Chief Financial Officer | 2023–Present | Senior finance leadership in aerospace/defense; public company CFO |
| HawkEye 360 | Chief Financial Officer | 2020–2023 | Led finance at RF data analytics company |
| Raytheon Company | VP & CFO, Integrated Defense Systems; CFO, Intelligence, Information & Services; CFO, Technical Services | 2008–2020 (various roles) | Segment CFO leadership across defense programs |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merrimack Valley Credit Union | Board Director | Current | State-chartered community credit union governance |
| USA Diving | Board Director | Current | National governing body oversight |
| Thales-Raytheon Systems Company | Board Director | Prior | Joint venture board experience |
Board Governance
- Appointment path and roles: Advisor from Mar 18, 2025; elected Director Aug 14, 2025; Audit Committee member; Nominating & Governance Committee member; designated Audit “financial expert” .
- Audit Committee independence standards apply to membership; Audit Committee must be entirely independent under NYSE/SEC rules (members cannot accept compensatory fees and cannot be affiliated persons), and Farnsworth’s committee designation signals compliance with these requirements, although the 8-K does not explicitly state “independent” for him .
- Board engagement context: In 2024, the Board held 6 meetings; Audit 7; Compensation 8; Nominating & Governance 6; non-management Directors held executive sessions at each regular meeting .
- Advisor engagement: As advisor, he attended Board and Committee meetings before becoming a Director, evidencing early involvement and continuity .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $105,000 | Prorated for 2025; per V2X director program |
| Annual RSU Award (time-vested) | $165,000 | Prorated for 2025; per V2X director program |
| Indemnification Agreement | Standard form entered | Upon appointment; Board Advisor compensation ceases at appointment |
| Chair/Memberships | None disclosed (Member only) | Chair fees apply only to Chairs (Audit +$20k; Comp +$17.5k; N&G +$15k, per V2X policy) |
- Director share ownership guidelines: 5x annual cash retainer for Compensated Directors (guideline of 5× retainer applies; specific compliance status for Farnsworth not yet disclosed) .
Performance Compensation
| Award Type | Vesting/Terms | Performance Metrics |
|---|---|---|
| Director RSUs | Vest in full on earlier of next annual meeting or first anniversary of grant | None disclosed; director RSUs are time-based (no performance hurdles) |
Other Directorships & Interlocks
| Company/Entity | Relationship | Potential Interlock/Exposure |
|---|---|---|
| Mercury Systems (MRCY) | Current CFO | Same sector as V2X (defense/aerospace). No related-party transactions disclosed; monitor for supplier/customer relationships . |
| Merrimack Valley Credit Union | Director | Financial services; no V2X nexus disclosed |
| USA Diving | Director | Non-profit; no V2X nexus disclosed |
| Thales-Raytheon Systems Company | Prior Director | Aerospace/defense; historical role; no current exposure disclosed |
Expertise & Qualifications
- Audit Committee Financial Expert designation; deep CFO experience in defense systems, services, and RF data analytics .
- Extensive public-company finance and governance background across multiple defense segments .
- Education: BS (Wharton School) and MBA (Boston University) .
Equity Ownership
- Beneficial ownership: Not disclosed for Farnsworth in the March 12, 2025 ownership table (he was not yet a Director then). No pledging reported for Directors/officers in 2024, and the company has a policy against hedging/pledging .
- RSU grants for Directors vest per policy; Farnsworth’s RSU value is $165,000 prorated in 2025 (shares/vesting dates not individually disclosed) .
Governance Assessment
- Strengths:
- Finance and audit depth: Designated “financial expert” on Audit; adds seasoned defense CFO perspective and strengthens financial oversight .
- Early engagement: Served as Board advisor attending meetings before appointment, supporting continuity and rapid integration into governance .
- Alignment policies: Director ownership guideline (5× retainer), clawbacks, no option repricing, and no tax gross-ups in the equity plan and governance framework bolster investor alignment .
- Watchpoints/Red Flags:
- Sector overlap: Concurrent CFO role at Mercury Systems (defense) could pose potential conflict if material transactions with V2X emerge; the Related Party Transaction Policy provides review/approval safeguards (no such transactions disclosed) .
- Committee independence: While Audit members must be independent, filings do not explicitly state Farnsworth’s “independent director” status; continued disclosure confirmation advisable .
- Shareholder feedback context: 2025 say‑on‑pay approval was strong (28,796,926 for; 258,879 against), and shareholders approved the amended Omnibus Plan (23,732,884 for; 5,322,908 against), indicating overall governance support .
Appendix: Committee Assignments
| Committee | Role | Effective Date |
|---|---|---|
| Audit Committee | Member; Audit Committee Financial Expert | Aug 14, 2025 |
| Nominating & Governance Committee | Member | Aug 14, 2025 |
Notes on Board/Committee Operations
- Audit Committee responsibilities include auditor appointment, independence, internal audit oversight, risk management (including cybersecurity), disclosure controls, complaint procedures, and ethics/compliance oversight .
- The company’s governance practices include regular executive sessions, majority voting in uncontested elections, clawbacks, and anti-hedging/pledging policies .
All statements above are sourced from V2X’s DEF 14A (Mar 20, 2025) and 8-K filings (Aug 14, 2025; May 12, 2025; Nov 6, 2025) as cited.