Melvin F. Parker
About Melvin F. Parker
Independent director of V2X (VVX); age 57; director since 2014. Chair of the Nominating & Governance Committee and member of the Audit Committee. Former senior operating executive; U.S. Army veteran (Ranger/Airborne) with a B.S. in Computer Science from the U.S. Military Academy (West Point). Currently President & CEO of Take The Limits Off, LLC (since 2017). The Board has determined he is independent under NYSE rules, including Audit Committee-specific independence tests.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Take The Limits Off, LLC | President & CEO | 2017–present | Leadership development and executive coaching firm |
| Aggreko plc | Managing Director, North America | 2016–2017 | P&L leadership for modular/mobile power solutions |
| Enphase Energy, Inc. | SVP & GM, Residential & Commercial Energy Solutions | 2015–2016 | Segment leadership at global energy technology company |
| The Brink’s Company | President, North America | — | Senior operating leadership |
| Dell, Inc. | Leadership positions | — | Various leadership roles |
| U.S. Army (82nd Airborne) | Officer; Ranger/Airborne graduate | — | Decorated combat veteran |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Coinstar, LLC | Director | Private company | Current role |
| Team Red, White & Blue | Director | Non-profit | Veteran service organization |
| Executive Leadership Council | Member | Association | Recognition: Savoy Top 100 Most Influential Blacks in Corporate America (2012–2014) |
Board Governance
- Current committee roles: Chair, Nominating & Governance; Member, Audit. 2024 committee rosters list Parker accordingly.
- Meetings and attendance (2024): Board 6; Audit 7; Nominating & Governance 6; Compensation 8. All directors except one (Cusumano) attended ≥75% of meetings; Parker met the ≥75% threshold. Independent directors met in executive session at each regular Board meeting; the Non-Executive Chairman presided.
- Independence: The Board determined all directors other than the CEO are independent under NYSE rules; Audit Committee members (including Parker) meet heightened independence standards. Compensation Committee members meet NYSE independence considerations.
- Controlled-company context: In 2023, VVX utilized NYSE “controlled company” exemptions. As of the 2025 proxy, the company states it has taken necessary actions to comply with SEC/NYSE governance requirements in advance of phase-in end.
- Nominating & Governance responsibilities (selected): board composition/appointments, ESG oversight (including safety/health), CEO succession planning, related-person transaction oversight, director education/orientation. Committee met 6 times in 2024.
Fixed Compensation
- Director pay framework (2024): $240,000 total per compensated director = $90,000 cash retainer + $150,000 in RSUs; Chair retainers: Audit $20,000 cash; Compensation $17,500 cash; Nominating & Governance $15,000 cash; Non-Executive Chairman: additional $100,000 ($50k cash + $50k RSUs). RSUs vest in full on the earlier of the next annual meeting or first anniversary of grant. Pay Governance advises on director compensation.
- RSU grant date and valuation (2024): RSUs granted May 9, 2024, at $49.23 per unit (grant-date fair value).
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 105,000 | 150,004 | 255,004 |
| 2023 | 104,548 | 149,987 | 254,535 |
- Footnote: Parker received an incremental $15,000 cash retainer for serving as Nominating & Governance Committee Chair (2024).
Performance Compensation
- Non-employee director equity is time-based RSUs; no performance metrics (e.g., revenue/EBITDA/TSR) disclosed for director grants. Awards under the omnibus plan are subject to the company’s clawback policy unless otherwise determined by the Compensation Committee.
| Element | Structure | Vesting/Terms | Performance Metrics |
|---|---|---|---|
| Annual Director RSUs (2024) | $150,000 grant value | Vest in full by next annual meeting or 1-year anniversary | None disclosed (time-based only) |
| Clawback applicability | Omnibus plan awards subject to clawback policy | As per company clawback policy | Policy-based (no director-specific metrics) |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Coinstar, LLC | Private | Director | None disclosed with VVX |
| Team Red, White & Blue | Non-profit | Director | None disclosed with VVX |
- No current public-company directorships for Parker are disclosed in the proxy.
Expertise & Qualifications
- Qualifications highlighted by VVX: extensive management/leadership experience as a senior executive and military service; degree in Computer Science (West Point); decorated combat veteran.
- Committee leadership aptitude: chairs Nominating & Governance; participates on Audit (financial reporting oversight).
- Governance toolkit includes oversight of ESG and succession planning through N&G remit.
Equity Ownership
- As of March 12, 2025, Parker beneficially owned 21,946 shares (18,899 “Shares Owned” + 3,047 “Right to Acquire”), representing less than 1% of outstanding shares; RSUs outstanding: 3,047; no unvested options disclosed. Shares outstanding were 31,588,494.
| As-of Date | Shares Owned | Right to Acquire (within 60 days) | Total Beneficial Ownership | Percent of Outstanding | Total RSUs | Total Unvested Options |
|---|---|---|---|---|---|---|
| March 12, 2025 | 18,899 | 3,047 | 21,946 | <1% | 3,047 | — |
- Director share ownership guideline: 5x annual cash retainer (i.e., 5 × $90,000). Compliance status not disclosed in the proxy.
Governance Assessment
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Strengths:
- Independence: Board and Audit Committee independence affirmed; Parker meets enhanced Audit Committee standards.
- Engagement: Chairs N&G and serves on Audit; attendance at or above 75% in 2024; executive sessions at each regular Board meeting support independent oversight.
- Alignment: Mix of cash ($90k base) and equity ($150k RSUs) with annual vesting; director RSUs subject to clawback policy via omnibus plan.
- Relevant expertise: Senior operating roles across industrials/energy/security and military leadership; contributes to governance, succession, and ESG oversight.
-
Watch-fors:
- Controlled-company context (Vertex Holdco) presented structural governance risk in 2023; company indicates alignment with SEC/NYSE requirements by 2025 proxy cycle. Continued monitoring of board independence and committee composition is warranted.
- Ownership concentration: Parker’s stake is <1% of shares outstanding; while typical for directors, absolute ownership size and progress toward 5x retainer guideline are not disclosed.
-
Related-party/Conflicts:
- Company has formal Related Person Transaction Policy reviewed/approved by N&G; 2025 proxy notes policy update and continued oversight by N&G. No Parker-specific related-party transactions disclosed.
- Charitable Contribution Conflict of Interest Policy requires N&G approval over $10,000; no donations required approval in 2024.
-
Director Compensation Structure Stability:
- Year-over-year, Parker’s total compensation was essentially flat (2023: $254,535; 2024: $255,004), with the same cash/equity mix and chair retainer.
RED FLAGS:
- Historical “controlled company” status (2023) with Vertex Holdco influence; though company reports compliance with SEC/NYSE governance requirements in 2025, investors should monitor sustained adherence and any continuing rights under the Shareholders Agreement.
SUPPORTING NOTES:
- Section 16(a) compliance: Company reports all directors and officers timely filed ownership reports for 2024; no delinquencies disclosed.