Mark Moran
About Mark Moran
Mark Moran, 69, has served on Astronics’ Board since 2018 and is currently Chair of the Nominating/Governance Committee and a member of the Compensation Committee. He was Chief Operations Officer at Continental Airlines (17 years; eight years leading Operations) prior to retiring in 2012, and earlier held roles at USAir/Piedmont (10 years) and Boeing (5 years). He holds a B.S. in Engineering from Marquette University and brings deep airline operations and customer-perspective expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Continental Airlines | Chief Operations Officer | 17 years; 8 years as head of Operations | Oversaw scaling to 2,600 daily flights across 260+ airports; operational leadership at a top-5 U.S. airline |
| USAir/Piedmont | Management roles (unspecified) | 10 years | Airline operations experience |
| Boeing | Management/engineering roles (unspecified) | 5 years | Aerospace OEM exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various multinational OEMs and Tier-1 suppliers | Independent aviation consultant | Since 2012 (post-Continental retirement) | Advisory work in commercial aerospace supply base; no related-party transactions disclosed by Astronics in 2024 |
Board Governance
- Committee assignments: Chair, Nominating/Governance; Member, Compensation. Both committees are fully independent per Nasdaq standards .
- Board independence: 8 of 9 directors independent; all committees fully independent .
- Attendance/engagement: Board held 7 meetings in 2024; each director attended at least 75% of Board and committee meetings. Compensation Committee held 6 meetings; Nominating/Governance held 4 meetings .
- Executive sessions: Independent directors meet regularly; Lead Independent Director (Robert T. Brady) coordinates agendas and presides over executive sessions .
- Overboarding limits: CEOs limited to two additional public boards; other directors limited to four; changes require committee approval .
- Director stock ownership guideline: Required ownership equal to 400% of annual cash retainer within 4 years; all non-employee directors were compliant as of Dec 31, 2024 .
Committee assignments and meeting cadence (2024)
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| Nominating/Governance | Chair | 4 | All members independent |
| Compensation | Member | 6 | All members independent |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $80,000 | Annual cash retainer; no meeting fees disclosed |
| Options | None | As of Dec 31, 2024, Moran had no stock options outstanding |
Performance Compensation
| Equity Component (2024) | Grant Date | Shares/Units | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (time-based) | Feb 22, 2024 | 6,346 | $120,003 | Vested in full Aug 22, 2024; 6-month post-issuance holding period | Non-employee director program under the 2017 LTIP |
- Performance metrics tied to director equity: None; director RSUs are time-based. Performance metrics under the LTIP apply to executives and key employees .
Executive LTIP performance metric design (context for plan integrity; not applied to directors)
| Metric | Threshold/Payout Structure | Performance Period |
|---|---|---|
| Average annual Adjusted EBITDA as % of average annual revenue | <10% → 50% payout; 10%–<15% → 100% payout; ≥15% → 150% payout | Jan 1, 2024–Dec 31, 2026 (NEO awards) |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Moran |
| Prior public company boards | None disclosed for Moran |
| Committee interlocks | None disclosed; Compensation Committee notes no Item 404 related-party relationships among members in 2024 |
Expertise & Qualifications
- Airline operations and customer perspective; complements Astronics’ growing engagement with operators .
- Engineering background; broad aerospace industry experience spanning airlines and OEMs .
Equity Ownership
| Holder | Common Shares | % of Common | Class B Shares | % of Class B | Options (exercisable ≤60 days) | Pledged Shares |
|---|---|---|---|---|---|---|
| Mark Moran | 36,468 | * | — | — | None | None disclosed |
- Director ownership guideline compliance: Company reports all non-employee directors in compliance as of Dec 31, 2024 (400% of annual cash retainer; RSUs excluded from calculation) .
Insider trades & Section 16 compliance (2024)
| Person | Note |
|---|---|
| Mark Moran | No delinquent Section 16 filings noted; proxy lists late filings for other insiders (Peabody, Keane), not Moran . |
Governance Assessment
- Board effectiveness signals: Strong independence (8/9 directors), regular executive sessions, active committee cadence (Comp: 6; NomGov: 4), and meaningful director ownership guidelines with full compliance—all supportive of investor confidence .
- Compensation structure: Director pay balanced between cash ($80k) and equity ($120k RSUs) with short vest and mandatory post-issuance holding, aligning directors with shareholders while avoiding performance gaming at the board level .
- Conflicts/related-party exposure: Company disclosed no related-party transactions in 2024; Moran’s consulting work is noted without any reported transactions with Astronics—monitoring remains prudent but no current red flags disclosed .
- Policies strengthening governance: Anti-hedging policy (no short sales, derivatives, or hedging), clawback policy for Section 16 officers (Dec 1, 2023), and robust committee charters and corporate governance guidelines .
- Shareholder feedback: Prior say-on-pay support at ~91% (May 23, 2023) indicates general shareholder alignment with compensation philosophy and governance framework .
RED FLAGS
- None disclosed for Moran: no pledging, no options, no related-party transactions, and no delinquent filings noted .
Implications: Moran’s chair role in Nominating/Governance, air carrier operations expertise, and clean conflict profile support board oversight quality; his customer-side perspective is strategically valuable as Astronics increases direct engagement with operators .