Mary L. Howell
About Mary L. Howell
Mary L. Howell, age 72, is VVX’s Independent Non‑Executive Chairman and a director since 2014. She previously served as CEO of Howell Strategy Group (2010–2024) and EVP of Textron Inc. (1995–2009), where she sat on Textron’s Management Committee. She is currently a director of Astec Industries (chairs Nominating & Governance, member of Compensation) and formerly served as lead director at Esterline (2016–2019); she is a lifetime director of the Atlantic Council and holds a B.S. from the University of Massachusetts Amherst . VVX’s proxy lists her as an independent director and Non‑Executive Chairman .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Textron Inc. | Executive Vice President; member of Management Committee | 1995–2009 | Senior leadership with company-wide oversight |
| Howell Strategy Group | Chief Executive Officer | 2010–2024 | Led international consulting firm |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Astec Industries, Inc. (NASDAQ: ASTE) | Director | Since 2019 | Chairs Nominating & Corporate Governance; member of Compensation Committee |
| Esterline Corporation | Director; Lead Director | Lead Director 2016–2019 | Board leadership through sale period; governance oversight |
| Atlantic Council | Lifetime Director | N/A | Foreign policy engagement |
Board Governance
- Structure and independence: VVX operates a classified board (three classes); Howell is nominated as a Class II director for a term ending in 2028 and is designated independent and Non‑Executive Chairman .
- Attendance and engagement: In 2024, all directors except Mr. Cusumano attended ≥75% of aggregate board/committee meetings; all directors attended the 2024 annual meeting. Independent directors met in executive session at each regular board meeting, presided over by the Non‑Executive Chairman .
- Committee work: Howell has no committee assignments at VVX, focusing on board leadership as Non‑Executive Chairman .
- Controlled company transition: VVX ceased to be a “controlled company” in November 2024; governance aligned with NYSE requirements thereafter .
| Governance Attribute | Status/Detail |
|---|---|
| Independence | Yes |
| Board Class | Class II nominee (term to 2028 if elected) |
| Committee Assignments | None |
| Chair Role | Non‑Executive Chairman |
| 2024 Attendance | ≥75% (company-wide; Howell not the exception) |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $90,000 | Standard director cash retainer |
| Non‑Executive Chairman Cash Increment | $50,000 | Additional cash for Chair role |
| RSUs (Annual Retainer) | $150,000 | Grant-date fair value; priced at $49.23 on 5/9/2024 |
| RSUs (Chair Increment) | $50,000 | Additional RSUs for Chair role |
| Total Cash Earned | $140,000 | As reported in Director Compensation Table |
| Total Stock Awards (Fair Value) | $200,021 | As reported; ASC 718 valuation |
| Total Compensation | $340,021 | As reported |
Ownership guidelines: Directors must hold shares equal to 5× the annual cash retainer (i.e., 5× $90,000) .
Performance Compensation
| Element | Terms | Metrics | Grant Details |
|---|---|---|---|
| RSUs (Directors) | Vest in full on the earlier of next annual meeting or 1st anniversary of grant | None (time-based; no performance conditions) | Grant date 5/9/2024; price $49.23; standard units 3,047 (=$150k/price); Howell received additional units for Chair ($50k) totaling 4,063 RSUs |
No options or PSUs are granted to directors; director equity is time-based RSUs only .
Other Directorships & Interlocks
| Company | Role | Interlocks/Relationships |
|---|---|---|
| Astec Industries | Director; Chairs Nominating & Governance; Comp Committee member | No VVX-disclosed related-party conflicts tied to these roles |
| Esterline (prior) | Lead Director | Prior role; no current VVX-related conflicts disclosed |
Compensation committee interlocks: VVX disclosed no interlocks or insider participation among Comp Committee members in 2024; Howell is not on the Comp Committee .
Expertise & Qualifications
- Senior operating and governance experience in aerospace/defense from Textron EVP and consulting leadership .
- Board governance leadership at Astec (chairs Nominating & Governance; comp committee member) and prior Esterline lead director .
- Public service/defense community recognition (Charles Ruch Semper Fidelis Award; Honorary Marine) .
- B.S. University of Massachusetts Amherst .
Equity Ownership
| Holder | Shares Owned | RSUs (Total) | Rights to Acquire | Total Beneficially Owned | Percent Beneficially Owned | Notes |
|---|---|---|---|---|---|---|
| Mary L. Howell | 36,310 | 4,063 | 4,063 | 40,373 | * | Shares are held by the Mary L. Howell Revocable Trust; asterisk indicates percent not specified in table (grouped) |
RSUs outstanding at 12/31/2024: 4,063 units for Howell; standard 3,047 units for directors based on $150,000/$49.23; Howell received an additional $50,000 in RSUs for Chair role .
Governance Assessment
- Board effectiveness: An independent Non‑Executive Chairman with deep aerospace/defense and governance credentials provides oversight and leads executive sessions; attendance thresholds were met, supporting engagement .
- Alignment: Director pay is a balanced cash/equity mix with RSUs vesting in one year and a 5× retainer ownership guideline, plus meaningful beneficial ownership via trust and RSUs outstanding—positive alignment signals .
- Conflicts/related party exposure: No related person transactions or charitable conflicts flagged for 2024; VVX maintains a Related Party Transaction Policy with Nominating & Governance Committee oversight . Howell is not a Vertex Holdco designee, reinforcing independence amid shareholder agreement dynamics .
- Committee roles: Not serving on VVX committees may limit direct committee oversight, but chair responsibilities and external committee leadership (Astec) mitigate concerns .
- RED FLAGS: None disclosed specific to Howell—no pledging/hedging disclosed, no option repricing, and timely Section 16 filings company-wide in 2024; continued monitoring warranted given legacy shareholder agreement influences and classified board structure .