Dino M. Cusumano
About Dino M. Cusumano
Dino M. Cusumano, age 50, has served as a Class I director of V2X (VVX) since 2022; his term expires at the 2027 annual meeting. He is a General Partner at American Industrial Partners (AIP), a CFA charterholder, and holds a BBA in Finance with honors from the University of Notre Dame; prior roles include investment banking at J.P. Morgan (1998–2000) and service on REV Group’s board, where he chaired the compensation committee (2017–2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.P. Morgan & Co. Inc. | Investment Banking (M&A, Capital Markets) | 1998–2000 | Executed M&A and capital raising primarily in industrials |
| REV Group, Inc. (NYSE: REVG) | Director; Compensation Committee Chair | 2017–2024 | Chaired compensation; governance/comp expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Industrial Partners (AIP) | General Partner; senior managing member of AIPCF VI, LLC (AIP GP) | 2000–present | Senior managing member of AIP GP which controls Vertex Holdco/AIP Fund VI; disclaim beneficial ownership but may share voting/dispositive power per 13D/A framework |
Board Governance
| Item | Status/Detail |
|---|---|
| Board Class/Term | Class I; term expires in 2027 |
| Committee Assignments | None |
| Independence Status | Board determined AIP-affiliated Vertex Holdco designees (including Cusumano) qualify as independent under NYSE standards after related party review |
| Attendance | Attended 66.67% of Board meetings in 2024; below 75% threshold met by other directors; all directors attended 2024 annual meeting |
| Executive Sessions | Non-employee directors met in executive session at each regular Board meeting; Non-Executive Chair presided |
| Controlled Company Transition | VVX ceased to be a “controlled company” in Nov-2024; governance changes implemented to meet NYSE independence requirements |
Fixed Compensation
| Component | Standard Director Schedule (2024) | Cusumano Actual (2024) |
|---|---|---|
| Cash Retainer | $90,000 | $0 (Vertex Holdco designees do not receive Board compensation pursuant to Shareholders Agreement) |
| RSU Grant | $150,000 | $0 (no RSUs) |
| Committee Chair Incremental (Audit) | $20,000 cash | N/A (no committee roles) |
| Committee Chair Incremental (Comp) | $17,500 cash | N/A (no committee roles) |
| Committee Chair Incremental (Nom/Gov) | $15,000 cash | N/A (no committee roles) |
| Non-Exec Chair Incremental | $50,000 cash + $50,000 RSUs | N/A (not applicable) |
| Ownership Guideline | 5x annual cash retainer | Guideline exists; applicability to Vertex Holdco designees unclear given $0 board comp |
Performance Compensation
| Award Type | Grant/Value | Vesting/Performance Metrics |
|---|---|---|
| RSUs | None (Vertex Holdco designees not compensated; ownership table shows zero RSUs) | None disclosed/applicable |
| PSUs | None disclosed/applicable for directors | None disclosed/applicable |
| Options | None; ownership table shows zero unvested options | None disclosed/applicable |
VVX’s director compensation includes cash and RSUs for non-Vertex designees, but Vertex Holdco designees (including Cusumano) receive no board compensation under the Shareholders Agreement, eliminating typical pay-for-performance elements for him .
Other Directorships & Interlocks
| Entity | Relationship | Details/Committee Roles |
|---|---|---|
| REV Group, Inc. | Former Director | Served 2017–2024; chaired compensation committee |
| Vertex Holdco/AIP Fund Entities | Affiliation via AIP GP | AIP GP (with Cusumano as senior managing member) controls Vertex Holdco and related funds; collectively ~44.9% beneficial ownership with shared voting/dispositive power; designees on VVX’s Board/committees per Shareholders Agreement |
Expertise & Qualifications
- Finance, M&A, and capital markets expertise from AIP and J.P. Morgan; CFA charterholder; industry experience in industrials .
- Prior public company board leadership (compensation chair at REV Group), indicating governance and pay oversight experience .
Equity Ownership
| Holder | Shares Owned | Right to Acquire | Total Beneficial | % Outstanding | RSUs | Unvested Options |
|---|---|---|---|---|---|---|
| Dino M. Cusumano | — | — | — | Less than 1% (asterisk) | — | — |
| Vertex Aerospace Holdco LLC (AIP-affiliated) | 14,167,286 | — | 14,167,286 | 44.9% | — | — |
Notes:
- “Less than 1%” indicated by proxy footnote; none of the directors/officers have pledged VVX shares .
- AIP GP/Vertex Holdco may share voting/dispositive power; AIP GP actions require unanimous managing member vote; Cusumano disclaims beneficial ownership of AIP Fund Entities’ shares .
Governance Assessment
- Independence: Despite deep AIP affiliation, the Board determined Cusumano and other AIP designees are independent under NYSE standards after reviewing related party transactions and questionnaires; complies with post-controlled company independence requirements .
- Attendance: 66.67% Board meeting attendance in 2024 is below typical investor expectations and below the 75% met by other directors; indicates engagement risk. RED FLAG .
- Committees: No committee assignments, limiting direct oversight participation (audit/comp/nom gov) during 2024 .
- Compensation Alignment: Cusumano receives no board compensation or equity grants under the Shareholders Agreement, removing standard director-level pay alignment mechanisms; however, AIP’s large ownership creates a different alignment vector via shareholder block influence .
- Control/Influence: Shareholders Agreement grants Vertex Holdco/AIP significant designation rights, information rights, and consent rights over major corporate actions while ownership ≥34% (e.g., equity issuance, buybacks >$50M, leverage >4.5x, CEO/CFO changes), representing potential governance overhang and related-party influence risk. RED FLAG .
- Structural governance: Non-Executive Chair presides over executive sessions and VVX has transitioned away from “controlled company” status, moving toward full NYSE governance compliance; positive signal .
Potential Conflicts or Related-Party Exposure
- AIP Affiliation: Cusumano’s role as senior managing member of AIP GP (controlling Vertex Holdco/AIP Fund VI/Vertex Funding/Lightship) creates inherent perceived conflicts; while he disclaims beneficial ownership, he may be deemed to share voting/dispositive power with AIP Fund Entities over ~14.17M VVX shares .
- Shareholders Agreement: AIP/Vertex Holdco designees hold committee designation rights and consent rights on significant corporate actions while ownership thresholds are met; these arrangements can constrain management flexibility and minority shareholder influence. RED FLAG .
- Compensation: Vertex Holdco designees receive no board compensation, which avoids direct pay-related conflicts but also removes standard equity-based alignment used for independent directors .
Director Compensation Structure (Board-Wide Reference)
| Item | Amount |
|---|---|
| Annual Cash Retainer | $90,000 |
| Annual RSU Grant | $150,000 |
| Audit Chair Incremental | $20,000 cash |
| Compensation Chair Incremental | $17,500 cash |
| Nominating & Governance Chair Incremental | $15,000 cash |
| Non-Exec Chair Incremental | $50,000 cash + $50,000 RSU |
| Director Ownership Guideline | 5x the annual cash retainer |
| Vertex Holdco Designees Compensation Policy | Do not receive Board compensation |
Summary Signals for Investors
- Engagement risk: Sub-75% attendance (66.67%) in 2024. RED FLAG .
- Influence risk: AIP-linked consent and designation rights under the Shareholders Agreement; potential related-party influence on strategic decisions. RED FLAG .
- Independence optics: Board’s formal independence determination mitigates listing-rule risk, but AIP affiliation and voting power may still draw investor scrutiny .
- Alignment: No director pay/equity for Cusumano reduces typical pay alignment; AIP’s block ownership creates alternative alignment via investment stake, with governance implications .