Joel M. Rotroff
About Joel M. Rotroff
Independent director (Class II) of V2X (VVX) from 2022 until his resignation effective November 13, 2025; age 43. Partner at American Industrial Partners (AIP) since 2012; former President of Vertex Aerospace Services Corp. (2018–2022); previously at Baird Private Equity (2006–2010) and Piper Jaffray investment banking (2005–2006). Education: BS Biomedical Engineering (University of Wisconsin), M.Eng. (Duke University), MBA (Northwestern Kellogg). Committee assignment at VVX: member, Compensation and Human Capital Committee; Board determined he is independent under NYSE rules and meets compensation committee independence requirements.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Industrial Partners (AIP) | Partner | 2012–present | Private equity partner; Vertex Holdco shareholder affiliate to VVX |
| Vertex Aerospace Services Corp. | President | 2018–2022 | Operating leadership at VVX’s merger counterparty (Vertex) |
| Baird Private Equity | Analyst/Associate | 2006–2010 | Investment/finance experience |
| Piper Jaffray & Co. (Healthcare IB) | Analyst | 2005–2006 | Investment banking exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| REV Group, Inc. (NYSE: REVG) | Director | 2017–2024 | Member, Nominating & Corporate Governance Committee |
Board Governance
- Committee memberships: Compensation and Human Capital Committee member; committee met 8 times in 2024. Compensation Committee members: Widman (Chair), Pillmore, Rotroff, Snyder.
- Audit and Nominating & Governance Committees: Rotroff not listed as a member; Audit met 7 times and Nominating & Governance met 6 times in 2024.
- Attendance: In 2024, all directors except Cusumano attended at least 75% of Board and committee meetings on which they served; Board met 6 times. Non-employee directors held executive sessions at each regularly scheduled Board meeting; Non‑Executive Chairman: Mary L. Howell.
- Independence: The Board determined all directors other than the CEO (Jeremy Wensinger) are independent under NYSE rules; specifically, Rotroff satisfies compensation committee independence tests.
- Classified board structure: three classes; Rotroff was nominated as a Class II director in 2025 for a term to 2028 prior to his later resignation.
- Resignation: On November 13, 2025, in connection with Vertex Holdco’s secondary sale and pursuant to the Shareholders Agreement, Rotroff resigned as a Class II director; Board size reduced from 9 to 7. The resignation was not due to any disagreement with the company.
Fixed Compensation
Rotroff was a Vertex Holdco designee and did not receive director compensation (cash retainer, RSUs, or chair fees) under the Shareholders Agreement.
| Element | Rotroff (2024) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | N/A | Vertex Holdco designees not compensated |
| Stock Awards ($) | N/A | RSUs not granted to Vertex Holdco designees |
| Committee Chair Fees | N/A | Not a chair; designees not compensated |
| Reference Policy (Compensated Directors) | Cash retainer $90,000; RSUs $150,000; Audit Chair $20,000; Compensation Chair $17,500; Nominating & Governance Chair $15,000; Non‑Exec Chair +$50,000 cash and +$50,000 RSUs | For compensated directors; not applicable to Rotroff |
Performance Compensation
Rotroff received no performance-linked director compensation (no PSUs/options; no performance metrics) as a Vertex Holdco designee.
| Item | Rotroff (2024) |
|---|---|
| Performance Stock Units (PSUs) | None/N/A |
| Stock Options | None/N/A |
| Vesting Schedules | N/A (no awards) |
Other Directorships & Interlocks
| Entity | Relationship | Potential Governance Consideration |
|---|---|---|
| American Industrial Partners (AIP) | Rotroff is a Partner; AIP affiliate Vertex Holdco had director nomination and committee designation rights at VVX during the Appointment Period. | Potential influence via Shareholders Agreement; Board later determined designees are independent; standstill and restrictions apply. |
| REV Group, Inc. | Former public company directorship (2017–2024). | External governance experience in nom/gov committee. |
| Compensation Committee Interlocks | None disclosed for 2024; no cross‑company compensation committee interlocks involving Rotroff. | Reduces interlock concerns. |
Expertise & Qualifications
- Finance, business management, private equity, and operating leadership (AIP Partner; Vertex Aerospace President).
- Governance experience at REVG (nominating & corporate governance committee).
- Technical education and advanced business training (UW–Madison BS Biomedical Engineering; Duke M.Eng.; Northwestern Kellogg MBA).
Equity Ownership
| Metric | Value |
|---|---|
| Shares Owned | — (none reported) |
| Right to Acquire (e.g., equity awards/options) | — (none reported) |
| Total RSUs | — (none; designees not compensated) |
| Percent Beneficially Owned | * (less than 1%) |
Notes: Security ownership table shows Rotroff with no beneficial ownership; Vertex Holdco designees do not receive RSUs.
Shareholder Voting Signal (2025 Annual Meeting)
| Class II Nominee | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Joel M. Rotroff | 23,725,097 | 5,436,465 | 13,578 | 1,271,965 |
| Mary L. Howell | 28,537,992 | 613,094 | 24,054 | 1,271,965 |
| Eric M. Pillmore | 28,382,172 | 768,757 | 24,211 | 1,271,965 |
| Neil D. Snyder | 23,280,095 | 5,869,993 | 25,052 | 1,271,965 |
Observation: Rotroff (and Snyder) received materially higher “Against” votes versus Howell and Pillmore, indicating comparatively lower investor support among the slate.
Governance Assessment
- Independence and committee effectiveness: The Board affirmatively determined Rotroff is independent and eligible for compensation committee service; the Compensation Committee met 8 times in 2024 and oversees executive compensation design, succession planning, and clawback policies—supporting robust oversight.
- Attendance and engagement: He attended at least 75% of Board/committee meetings in 2024 (Board held 6 meetings; executive sessions at each regular meeting), indicating baseline engagement.
- Ownership alignment: No reported share ownership or RSUs; designee status precluded director compensation—resulting in limited “skin‑in‑the‑game” alignment versus compensated directors subject to ownership guidelines.
- Related‑party exposure and mitigants: As an AIP/Vertex Holdco designee, his presence reflected shareholder nomination rights under the Shareholders Agreement; Board maintained independence determinations and adopted conflict‑sensitive policies (e.g., charitable contribution conflict policy; no donations requiring approval in 2024). Standstill and stock acquisition restrictions applied to Vertex Holdco parties.
- Investor confidence signals: 2025 vote results show relatively lower support for designees (Rotroff and Snyder) versus other nominees; his resignation on November 13, 2025 followed Vertex Holdco’s further share sale per agreement, reducing Board size, and was not due to disagreement.
RED FLAGS
- Minimal ownership alignment (no reported VVX shares, no RSUs), which may weaken perceived alignment relative to compensated, guideline‑bound directors.
- Concentration of AIP‑affiliated designees historically on the Board (Cusumano, Evangelakos, Snyder, Ransom, Rotroff) poses potential perceived interlock/influence risks, though the Board determined independence and implemented governance safeguards.
- Elevated “Against” votes for Rotroff at the 2025 meeting compared to other nominees suggest weaker investor support for AIP‑designated directors at that time.
Mitigating factors
- Formal independence determinations; fully independent compensation and audit committees; established conflict policies; regular committee activity and oversight (risk, cyber, clawback).