AeroVironment’s Board of Directors consists of 8 directors, 6 of whom are independent directors as defined by the rules and regulations of the SEC and the NASDAQ Stock Market. The Board of Directors has an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and an Executive Committee. All members of these committees, other than the Executive Committee, are independent directors. Information on the composition of these board committees can be found here. The current leadership structure of our Board of Directors comprises a non-independent Chairman of the Board and an independent director serving as the Lead Independent Director. You can find additional information on our board leadership structure and the roles and responsibilities of our Lead Independent Director here.
Timothy E. Conver has served as a member of our board of directors since 1988. Prior to joining AeroVironment, Mr. Conver served as President of Whittaker Electronic Resources, a supplier of engineered products for military electronics and industrial instrumentation, for ten years. Mr. Conver is a graduate of the University of Montana and has an M.B.A. from the University of California, Los Angeles.
Wahid Nawabi joined AeroVironment in 2011 as senior vice president and general manager of the EES business segment. Nawabi joined AeroVironment after a 20-year career as an executive with advanced technology companies in industries spanning clean technology, industrial/electrical equipment manufacturing, telecom, and energy. During his 16 years at American Power Conversion (APC), the company's revenue increased from $50 million to more than $2.4 billion and it became the world leader in power protection. Nawabi started and led the Enterprise/Data Center business at APC, growing revenue to $600 million between 2000 and 2008. Nawabi also led C&D Technologies' Americas business.
Charles Thomas Burbage has served as a member of our board of directors since 2013. Mr. Burbage retired from Lockheed Martin Aeronautics Company in April 2013 after a distinguished 33 year career, during which he served most recently as Executive Vice President and General Manager, Joint Strike Fighter Program from 2000 to 2013. During his tenure at Lockheed Martin, Mr. Burbage also served as President of the company's LM Aeronautical Systems division from 1999 to 2000, leading the restructuring of that division prior to its consolidation in 2000. Mr. Burbage previously served on active duty in the U.S. Navy as a Naval Aviator and recorded more than 3,000 flight hours in 38 types of military aircraft before retiring as a Captain in the Naval Reserve in 1994.
Mr. Burbage has received numerous industry awards, including, the inaugural Award for Ethical Leadership from the U.S. Naval Academy/Harvard Business Review in 2007; the Leadership in Aerospace Award from the Society of Automotive Engineers in 2006; the Donald C. Burnham Award from the Society of Manufacturing Engineers; the Silver Knight Award from the National Management Association; three Laurels Awards from Aviation Week magazine and the Aerospace Industry Personality of the Year Award for 2002 from Flight International magazine. He is a member of the Society of Experimental Test Pilots and is a Fellow of the Royal Aeronautical Society in the United Kingdom.
Mr. Burbage received a B.S. in aerospace engineering from the U.S. Naval Academy and holds an M.S. in aeronautical systems from the University of West Florida and an M.B.A. from the University of California, Los Angeles.
Arnold L. Fishman has served as a member of our board of directors since 1998. Mr. Fishman is the Founder of Lieberman Research Worldwide, a leading market research firm, Interviewing Service of America, a leading supplier of market survey services, and Location Production Services, Inc., a firm that co-produces films and arranges specialized financial transactions. Mr. Fishman has served as the Chairman of Lieberman Research Worldwide and Interviewing Service of America since 1979 and 1983, respectively, and is currently a member of the Advisory Board of the Center for Middle East Public Policy at the Rand Corporation. Mr. Fishman has a B.S. in psychology from Brooklyn College.
Charles R. Holland has served as a member of our board of directors since May 2004. General Holland retired as Commander, Headquarters U.S. Special Operations Command in November 2003 and currently serves as an independent consultant for various entities, including as a consultant to AV since February 2004. Prior to his retirement, Mr. Holland was responsible for all special operations forces of the Army, Navy and Air Force, both active duty and reserve. Mr. Holland serves on the board of directors of General Atomics, Inc. Protonex Technology Corporation, and SELEX US, Inc., and as an advisor to both Aerospace Integration Corp., a subsidiary of MTC Technologies, and Camber Corporation. Mr. Holland has a B.S. in aeronautical engineering from the U.S. Air Force Academy, an M.S. in business management from Troy State University (W. Germany) and an M.S. in astronautical engineering from the Air Force Institute of Technology.
Catharine Merigold founded and serves as the managing partner of Vista Ventures, a venture capital firm specializing in investing in software, digital media and network sectors. Prior to founding Vista Ventures in 2000, Ms. Merigold served as the president and chief executive officer of University Technology Corporation, a company that managed all technology transfer and associated equity holdings for the University of Colorado system, from 1999 to 2000, and as Vice President of Marketing and Sales for US West. Previously, Ms. Merigold served as the founding chief executive officer of Centennial Security, Inc., a security services company. She also served as a Vice President of Centennial Ventures, a venture capital firm, from 1992 to 1994. Merigold began her career at Hewlett‐Packard Company, serving in a variety of technical, marketing and sales management roles, including several years spent in Europe. Ms. Merigold served on a number of corporate boards and currently serves as a board observer for Market Force Information, Inc., a provider of customer intelligence solutions to large consumer companies, and as a board member of P2Binvestor, Inc., a crowdlending platform providing asset based lines of credit to businesses, the Colorado Technology Association and University License Equity Holdings Inc. (ULEHI), which manages all the equity holdings associated with technology transfer for the University of Colorado. Ms. Merigold earned a Bachelor of Science in electrical engineering from Washington University in St. Louis and a Master of Business Administration from Stanford University.
Edward Muller has served as a member of our board of directors since 2013. Mr. Muller served as Vice Chairman of NRG Energy, Inc., or NRG, a U.S. based energy production and distribution company from December 2012 to February 2017. Prior to the merger in 2012 of NRG and GenOn Energy Inc., or GenOn, he served as the chairman and chief executive of GenOn, which also produced and sold electricity in the United States. From 2005 to 2010, he was chairman and chief executive of Mirant Corporation, which produced and sold electricity in the United States and internationally. Previously, Mr. Muller served as president and chief executive officer of Edison Mission Energy until 2000, which had major international activities. Mr. Muller previously was vice president, chief financial officer, general counsel and secretary of Whittaker Corp., a Los Angeles-based conglomerate with activities in aerospace, chemicals, healthcare and metals. Mr. Muller serves as a director of Transocean Ltd., an offshore oil and gas driller, and previously served as a director of Contact Energy, Ltd., Edison Mission Energy, Interval, Inc., Oasis Residential, Inc., Ormat Technologies, Inc., RealEnergy, Inc., RigNet Inc., Strategic Data Corp., The Keith Companies, Inc., and Whittaker Corp.
He is a member of the Council on Foreign Relations and the Pacific Council on International Policy, and chairman of the Board of Trustees of the Riverview School. He previously was Chairman of the U.S.-Philippines Business Committee and Co-Chairman of the International Energy Development Council. Mr. Muller received his undergraduate degree from Dartmouth College and J.D. from Yale Law School.
Stephen F. Page has served as a member of our board of directors since 2013. After receiving his bachelor’s degree in Business Administration from Loyola Marymount University in 1962, Mr. Page began his career as an accountant at Deloitte & Touche LLP and then earned his Juris Doctor degree at Loyola Law School in 1968. He spent the next 20 years with Black & Decker, first as general counsel for its McCullough Corporation subsidiary, then as treasurer, and finally as executive vice president and chief financial officer at the company’s corporate headquarters in Towson, Md. Following Black & Decker, Mr. Page served in many leadership roles at United Technologies Corporation, including director, vice chairman, chief financial officer and president, and chief executive officer of Otis Elevator, an $8 billion division of the company, before retiring in 2004.
Mr. Page most recently served on the corporate boards and audit committees of Lowe’s Companies, Inc., PACCAR, Inc., and Liberty Mutual Holding Company Inc., where he was lead director, and on the board of trustees at Loyola Marymount University. He chaired the audit committees at PACCAR and Lowe’s. Mr. Page currently serves as a trustee of Mount St. Mary’s College and the Catholic Education Foundation.
Board Leadership Structure
The current leadership structure of our Board of Directors comprises a non-independent Chairman of the Board and an independent director serving as the Lead Independent Director. Under our Corporate Governance Guidelines, the Board of Directors will annually designate one independent director to serve as the Lead Independent Director at such times as the Chairman of the Board is not an independent director. Timothy Conver, who is our former Chief Executive Officer, serves as our Chairman of the Board and does not qualify as independent under SEC and NASDAQ regulations. In December 2016, the Board elected Edward Muller to serve as the Lead Independent Director.
The Chairman of the Board presides over meetings of the Board and stockholders, consults and advises the Board and its committees on the business and affairs of the company, and performs such other duties as may be assigned by the Board.
The Lead Independent Director has the following role and responsibilities:
- presides at all meetings of the board or stockholders at which the Chairman of the Board is not present;
- serves as a liaison on board-related issues between the Chairman of the Board and the independent directors;
- reviews and provides input to the Chairman of the Board regarding the nature, scope and timeliness of information that management provides to the board;
- reviews and provides input to the Chairman of the Board regarding the agendas for board meetings and the annual schedule of board meetings;
- presides at meetings of the independent directors and apprises the Chairman of the Board of the issues discussed, as appropriate; and
- performs such other duties as the Board may from time to time delegate.
For additional information about the roles and responsibilities of our Lead Independent Director, see our Lead Independent Director Charter, which is attached as Exhibit A to our Corporate Governance Guidelines.