Stephen L. Waechter
About Stephen L. Waechter
Stephen L. Waechter (age 74) has served on the V2X (VVX) Board since 2014. He is Chair of the Audit Committee and a member of the Nominating and Governance Committee. The Board has identified him as the company’s “audit committee financial expert,” and determined all Audit Committee members meet NYSE and Exchange Act Rule 10A‑3 independence standards. Waechter’s background includes senior CFO roles at government contractors ARINC and CACI, plus prior CFO roles at several high‑technology companies and 19 years at GE; he holds a B.A. (History) from Christian Brothers College and an MBA from Xavier University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ARINC Incorporated | VP Business Operations & CFO | 2008–2014 | Finance leadership at communications/engineering integrator serving commercial, defense, and government markets |
| CACI International, Inc. | EVP & CFO | 1999–2007 | Senior finance leadership at large government IT contractor |
| Government Technology Services, Inc. | Chief Financial Officer | Not disclosed | CFO role at high-technology company |
| Vincam Human Resources, Inc. | Chief Financial Officer | Not disclosed | CFO role at high-technology company |
| Applied Bioscience International | Chief Financial Officer | Not disclosed | CFO role at high-technology company |
| General Electric | Various roles | 19 years | Early career across finance/operations |
External Roles
| Organization | Type | Role | Tenure | Notes |
|---|---|---|---|---|
| Social & Scientific Systems, Inc. | Private | Chairman; Audit Committee Chair | Chair: 2018–2019; Audit Chair: 2013–2017 | Board leadership and audit oversight |
| CareFirst, Inc. | Non-profit/Insurer | Chairman; Chair of Executive, Strategic Planning, Nominating; Audit Chair | Chair: 2016–2021; Audit Chair: 2013–2015 | Multiple committee chair roles |
| Christian Brothers University | Academic | Board of Trustees (prior) | Not disclosed | Prior trustee |
Board Governance
- Committees: Audit (Chair), Nominating & Governance (Member). Audit met 7x in 2024; Nominating & Governance met 6x.
- Audit oversight: Audit Committee oversees financial reporting, internal controls, and auditor independence; the Board designated Waechter as the Audit Committee financial expert; all Audit members meet NYSE/Rule 10A‑3 independence.
- Attendance: In 2024, all directors except one (Cusumano) attended at least 75% of aggregate Board/committee meetings—indicating Waechter met or exceeded the 75% threshold.
- Executive sessions: Non‑employee directors held executive sessions at each regularly scheduled Board meeting; the Non‑Executive Chairman presides.
- Board structure and class: Classified board; Waechter is a Class III director (term expires at the 2026 annual meeting).
- Policies: Code of Conduct; Charitable Contribution Conflict of Interest Policy (no donations required approval in 2024); Related Party Transaction Policy updated and approved by the Board.
- Governance principles: Directors generally must be ≤74 at nomination, with possible Board‑granted exceptions; board/committee service limits to avoid overboarding.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard director cash retainer for full-year tenure |
| Audit Committee Chair retainer | $20,000 | Incremental cash for chair service |
| Total cash received (2024) | $110,000 | Reported in Director Compensation Table |
| Annual RSU grant (standard) | $150,000 | Time-based RSUs (see Performance Compensation) |
| Stock awards value (2024) | $150,004 | Grant date fair value (ASC 718) |
| Total (2024) | $260,004 | Cash + stock awards |
Performance Compensation
| Element | Detail |
|---|---|
| RSU grant date | May 9, 2024 |
| RSUs granted (2024) | 3,047 units (rounded from $150,000 ÷ $49.23) |
| Grant-date price | $49.23 per share (closing price on grant date) |
| Vesting | RSUs vest in full on the earlier of the next annual meeting or the first anniversary of grant |
| Performance metrics | None for director equity; RSUs are time‑based (no performance goals) |
Other Directorships & Interlocks
- Compensation Committee interlocks: None—no member was an officer/employee of V2X; no related person transactions requiring disclosure tied to committee members. No reciprocal interlocks with other companies’ compensation committees.
- Vertex Holdco designees on the Board (subject to Shareholders Agreement) do not receive V2X director compensation. This does not apply to Waechter (he is a compensated director).
Expertise & Qualifications
- Identified Audit Committee Financial Expert; extensive finance, accounting, and leadership experience; prior CFO roles across government contracting and technology.
- Education: B.A. (History) – Christian Brothers College; MBA – Xavier University.
Equity Ownership
| Holder | Shares Owned | RSUs (unvested) | Total Beneficial Ownership | Percent of Shares Outstanding | Notes |
|---|---|---|---|---|---|
| Stephen L. Waechter | 41,901 | 3,047 | 44,948 | <1% | Shares held by the Stephen L. Waechter Living Trust; RSUs outstanding at 12/31/2024 |
| Pledging/Hedging | — | — | — | — | No directors have pledged V2X shares; hedging/pledging prohibited by policy |
| Ownership guideline | — | — | — | — | Directors must hold 5x annual cash retainer; as of Mar 12, 2025, all compensated directors were in compliance or within the five‑year transition period |
Governance Assessment
-
Strengths
- Audit Chair with deep CFO experience and designated audit committee financial expert—supports oversight of financial reporting, controls, and auditor independence.
- Meets audit committee independence standards; attended ≥75% of meetings in 2024; Board holds regular executive sessions, reinforcing independent oversight.
- Director pay mix leans to equity ($150k RSUs vs. $90k cash) with clear vesting and robust ownership guideline (5x retainer), aligning interests; no pledging allowed.
- Updated Related Party Transaction Policy and charitable contribution conflict policy; no 2024 charitable donations required approval—reduced conflict risk.
-
Watch items
- Classified board and Shareholders Agreement grant Vertex Holdco significant nomination and governance rights, potentially concentrating influence; continued monitoring warranted.
- Age‑limit policy (≤74 at nomination, with possible exceptions) could necessitate a Board determination for future nominations.
-
Red flags
- None disclosed regarding related‑party transactions, pledging/hedging, or compensation committee interlocks.