Linda G. O’Brien
About Linda G. O’Brien
Linda G. O’Brien (61) is an independent director of Astronics (ATRO) serving since 2023. She is Vice President and Chief Engineer–Aeronautics at Lockheed Martin Aeronautics (since September 2021), with prior engineering and program leadership roles at Lockheed/General Dynamics (1986–2006; rejoined 2016), Sikorsky Aircraft, and Bell Helicopter Textron. She holds a B.S. in Mechanical Engineering (University of Tennessee), an M.S. in Mechanical Engineering (Southern Methodist University), and an MBA (Texas Christian University), bringing 35+ years of aerospace technical experience to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lockheed Martin Aeronautics | VP & Chief Engineer–Aeronautics | Sep 2021–present | Senior technical leadership; engineering governance |
| Lockheed Martin Aeronautics | Program Management Director; Deputy VP ISR & Unmanned Systems | Jun 2019–Sep 2021 | ISR/UAS program oversight |
| Lockheed Martin Aeronautics | Engineering Director – Deputy to VP Eng & Tech | Feb 2018–May 2019 | Engineering/technology leadership |
| Lockheed Martin Aeronautics | Engineering Director – Chief Engineer, Advanced Pilot Training | Apr 2016–Feb 2018 | Advanced training systems; program engineering |
| Lockheed/General Dynamics | Various positions (earlier career) | 1986–2006 | Engineering/program roles |
| Sikorsky Aircraft | Senior Program Manager | Not disclosed | Rotary-wing program management |
| Bell Helicopter Textron | Director of Commercial Programs | Not disclosed | Commercial program leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lockheed Martin Aeronautics | VP & Chief Engineer–Aeronautics | Sep 2021–present | Provides deep aerospace engineering perspective to ATRO Board |
Board Governance
| Category | Detail |
|---|---|
| Board service | Director since 2023 |
| Independence | Determined independent under Nasdaq standards (committee membership) |
| Committees | Compensation Committee (member); Nominating/Governance Committee (member) |
| Committee chairs | Compensation: Chair Neil Kim; Nominating/Governance: Chair Mark Moran |
| Meetings/attendance | Board met 7 times in 2024; each director attended ≥75% of Board and Committee meetings |
| Compensation Committee activity | 6 meetings in 2024; independent members; does not regularly use outside comp consultants; may use broad-based survey data |
| Nominating/Governance activity | 4 meetings in 2024; independent members; oversees director selection and corporate governance; charter posted |
| Governance practices | Lead Independent Director role; annual elections; board ownership required; executive sessions held; double‑trigger equity acceleration under employment termination benefit agreements; director overboarding limits |
Engagement/Effectiveness: Active participation on Compensation and Nominating/Governance aligns with her technical oversight strengths; Board and committee cadence indicates regular engagement and risk/strategy oversight .
Fixed Compensation
| Component (2024) | Amount/Detail |
|---|---|
| Annual cash retainer | $80,000 |
| RSU grant fair value | $120,003 |
| RSUs granted | 6,346 RSUs (each settles into 1 share of Common Stock) |
| Grant date | February 22, 2024 |
| Vesting | Vested in full six months from grant (August 22, 2024) |
| Post‑issuance holding | Minimum holding period of six months after share issuance |
| Options outstanding | None (as of 12/31/2024) |
| Total 2024 director compensation | $200,003 |
Structure: Director pay is a mix of fixed cash and time-based equity. Equity awards to non‑employee directors may not vest sooner than six months except for limited circumstances (death, disability, retirement), with post‑issuance holding requirements enhancing alignment .
Performance Compensation
| Metric | Policy/Outcome |
|---|---|
| Performance linkage for director equity | Not applicable – non‑employee director RSUs are time‑based with six‑month vest; no performance metrics disclosed for director awards |
Note: Performance‑based RSUs and EBITDA/Revenue hurdles apply to certain executive awards, not directors .
Other Directorships & Interlocks
- Other public company directorships for Ms. O’Brien: None disclosed in the proxy biography section .
- Compensation Committee interlocks/related party: Committee composed entirely of non‑employees; no related‑party transactions requiring Item 404 disclosure for 2024 among members (includes Ms. O’Brien) .
Expertise & Qualifications
- 35+ years aerospace industry and engineering leadership; unique engineer perspective on Board deliberations .
- Degrees: B.S. Mechanical Engineering (UT), M.S. Mechanical Engineering (SMU), MBA (TCU) .
- Brings strong technical/operational insight across aeronautics, ISR/UAS, and advanced pilot training programs .
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Beneficial ownership (Common) | 14,984 shares; less than 1% of Common Stock outstanding |
| Beneficial ownership (Class B) | None |
| Spousal holdings | Includes 1,200 shares of Common owned by spouse |
| Options | None |
| 2024 RSU shares issued | 6,346 shares issued at vest on Aug 22, 2024; subject to six‑month holding |
| Director class ownership (context) | Non‑employee directors collectively hold 1.1% of Common and 16.6% of Class B |
| Pledging | No pledging disclosed for Ms. O’Brien; pledging note appears for another director (Brady) |
| Ownership guidelines | Board requires stock ownership for directors; Company confirms requirement and minimum post‑issuance holding |
Governance Assessment
- Independence and committee load: Independent under Nasdaq rules; serves on Compensation and Nominating/Governance—two high‑impact committees guiding pay, talent, and governance, indicating strong engagement .
- Attendance: Board met 7 times; each director attended ≥75% of Board/committee meetings—acceptable but watch for consistent full attendance in future cycles .
- Pay structure and alignment: Simple director pay (cash + time‑based RSUs) with holding requirements; no options; her beneficial ownership and recent RSU issuance support alignment without leverage/pledging risks .
- Conflicts/interlocks: Active Lockheed Martin executive role is an industry interlock; proxy discloses no related‑party transactions requiring Item 404 disclosure among Compensation Committee members in 2024—continue monitoring vendor/customer ties for potential conflicts .
- Governance quality signals: Lead Independent Director role, executive sessions, overboarding limits, and double‑trigger change‑in‑control terms for employment agreements signal shareholder‑friendly governance; say‑on‑pay support at ~91% in 2023 reinforces investor confidence in compensation oversight .
RED FLAGS: None disclosed specific to Ms. O’Brien (no pledging, no Section 16 delinquency noted; no related‑party transactions requiring disclosure). Monitor potential perceived conflict given external executive role at Lockheed Martin and any future changes in Astronics–Lockheed commercial relationships .