Phillip C. Widman
About Phillip C. Widman
Independent director, age 70, serving on the VVX Board since 2014; currently Chair of the Compensation and Human Capital Committee and a member of the Audit Committee. Former Senior Vice President and Chief Financial Officer of Terex (2002–2013), with prior CFO roles and consulting experience; holds a BBA from the University of Michigan and an MBA from Eastern Michigan University . The Board has determined he is independent under NYSE rules, including audit and compensation committee independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Terex Corporation | SVP & CFO | 2002–2013 | Senior finance leadership for global industrials |
| Philip Services Corporation | EVP & CFO | 1998–2001 | Corporate finance leadership |
| Independent Consultant | Consultant | 2001–2002 | Advisory services |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Sturm, Ruger & Co., Inc. (NYSE: RGR) | Director; Lead Vice Chairman | Since Jan 2010 | Chair, Risk Committee; Member, Compensation Committee; Member, Capital Policy Committee |
| ENVIRI Corporation (NYSE: NVRI) | Director | Since 2014 | Member, Audit Committee; Member, Governance Committee |
Board Governance
- Committees at VVX: Compensation and Human Capital Committee (Chair); Audit Committee (Member) .
- Independence: Board determined all directors except the CEO are independent; Widman satisfies additional audit and compensation committee independence tests .
- Meetings and engagement: 2024 meetings — Board: 6; Audit: 7; Compensation & Human Capital: 8; Nominating & Governance: 6. All directors except Mr. Cusumano attended at least 75% of the aggregate board and committee meetings during their service, with executive sessions at each regular board meeting led by the Non-Executive Chair .
- Leadership structure: Independent Non-Executive Chairman (Mary L. Howell) and separate CEO roles; regular executive sessions without management .
- Overboarding controls: Non-CEO directors capped at four public boards (incl. VVX); audit committee limit of three public-company audit committees absent specific Board disclosure—Widman’s current roles appear within these limits .
Fixed Compensation
| Component (Directors) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Paid quarterly |
| Committee chair fee — Compensation & Human Capital | $17,500 | Incremental cash retainer |
| Equity — annual RSU grant | $150,000 | Granted May 9, 2024 at $49.23 per share; 3,047 RSUs; vests at next annual meeting or 1-year anniversary |
| Non-Executive Chair incremental | N/A for Widman | Applicable to Chair only |
| Phillip C. Widman — 2024 Director Compensation | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Reported (FY2024) | 107,500 | 150,004 | 257,504 |
Performance Compensation
| Item | Details |
|---|---|
| Performance-based awards (PSUs/options) to Directors | Not disclosed/none for Non-Employee Directors; Vertex Holdco designees receive no director compensation |
| RSU vesting terms | Director RSUs vest in full on the earlier of next annual meeting date or first anniversary of grant |
| Clawbacks | Company maintains clawback/recoupment policies; Amended Plan subjects awards to clawback |
| Hedging/pledging policy | Policy against hedging, pledging, or speculating in Company stock |
| Tax gross-ups | Company indicates no tax gross-ups for perquisites/change-in-control; Amended Plan has no tax gross-ups |
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict Considerations |
|---|---|
| Sturm, Ruger & Co. | Firearms manufacturer; no disclosed related-party transactions with VVX; roles primarily governance and risk oversight |
| ENVIRI Corporation | Industrial services; no disclosed related-party transactions with VVX; audit/governance roles |
- Compensation committee interlocks: None disclosed; VVX Compensation Committee members (including Widman) were not officers/employees; no interlocks requiring disclosure .
Expertise & Qualifications
- Financial leadership: Former CFO of global industrials; extensive finance and management experience .
- Public board governance: Chairs risk committee (RGR); serves on audit and governance committees (NVRI); chair of VVX Compensation & Human Capital Committee; member of VVX Audit Committee—supports financial expert credentials .
- Education: BBA (University of Michigan), MBA (Eastern Michigan University) .
Equity Ownership
| Holder | Shares Owned | Right to Acquire (within 60 days) | Total Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|---|---|
| Phillip C. Widman | 39,901 | 3,047 (RSUs/options deemed outstanding for 60-day window) | 42,948 | <1% | Includes 10,000 shares in a revocable living trust of which he is sole trustee ; none of the directors have pledged VVX shares |
| RSUs outstanding (12/31/2024) | 3,047 | — | — | — | Granted 5/9/2024 at $49.23 per share |
- Director ownership guidelines: 5x annual cash retainer for Compensated Directors (i.e., $450,000 in value guideline); individual compliance status not disclosed .
Governance Assessment
- Strengths: Independent director with deep CFO and audit governance experience; chairs the Compensation & Human Capital Committee and serves on Audit; Board affirms independence, including stricter audit/compensation standards; no pledging; robust anti-hedging and clawback policies; director pay structure balanced between cash and time-vested equity .
- Engagement: Board/committee cadence suggests active oversight; executive sessions at every regular board meeting; Widman met attendance expectations (≥75%) alongside most directors .
- Alignment: Holds 42,948 total beneficial shares plus 3,047 RSUs; guidelines require meaningful ownership; percentage is small relative to float but consistent with typical director holdings .
- Risks/Red Flags: Vertex Holdco retains governance rights under the Shareholders Agreement during the Appointment Period; however, the company ceased to be a “controlled company” in Nov-2024 and brought committees/Board into NYSE compliance; no related-party transactions or compensation interlocks involving Widman disclosed . Overboarding risk appears contained under VVX policies (≤4 boards; ≤3 audit committees) .
Say-on-Pay & Shareholder Feedback
- Say-on-pay support: 2024 advisory vote approved by approximately 99.5% of votes cast, indicating strong shareholder support for compensation programs .
- Shareholder outreach: Program targeting governance, compensation, and sustainability; outreach covered investors holding ~39% of non-Vertex shares; Board reviews feedback .
Committee Assignments (VVX)
| Committee | Role | Notes |
|---|---|---|
| Compensation & Human Capital | Chair | Independent; committee wholly independent; oversees LTIP, AIP, and compensation risk |
| Audit | Member | Independent; audit committee fully independent; cybersecurity oversight, compliance programs |
Director Compensation Structure (VVX)
| Element | Cash | Equity | Vesting | Chair Increment |
|---|---|---|---|---|
| Annual retainer (Compensated Directors) | $90,000 | $150,000 RSUs | Full vest at next annual meeting or 1-year anniversary | $17,500 (Compensation Chair) |
Related Party Transactions & Policies
- Policy: Formal related person transaction review/approval by Nominating & Governance Committee; updated to reflect best practices; posted publicly .
- Disclosures: No related-person transactions involving Widman are disclosed; Vertex Holdco governance rights persist during the Appointment Period, but NYSE independence has been implemented post-control status change .