AeroVironment’s Board of Directors consists of 6 directors, 5 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.
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. Wahid Nawabi, who is our current Chief Executive Officer, serves as our Chairman of the Board and does not qualify as independent under SEC and NASDAQ regulations. In September 2021, 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