Warren C. Johnson
About Warren C. Johnson
Independent director (since 2016), age 65, with a 33‑year aerospace career at Moog Inc., including President of the Aircraft Group (2007–2016) and prior senior engineering/GM roles; holds B.S. and M.S. in Mechanical Engineering (Ohio State) and a Sloan Fellows MBA (MIT). Current board committee service: Nominating/Governance and Sustainability; the Board has affirmatively determined he is independent under Nasdaq standards. Attendance: each director attended at least 75% of Board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Moog Inc. | President, Aircraft Group | 2007–2016 | Led streamlining of aerospace product development cycle time and lean activities; evaluated/integrated acquisition candidates. |
| Moog Inc. | VP & GM, Aircraft Group | 1999–2007 | Global operations leadership across aerospace controls. |
| Moog Inc. | Chief Engineer & Military Aircraft PLM | Pre‑1999 | Deep technical leadership in motion/control systems. |
External Roles
- No current public company directorships disclosed for Johnson.
- Contextual interlocks: Astronics’ CEO Peter Gundermann serves on Moog Inc.’s board, while Johnson and lead independent director Robert Brady have extensive Moog backgrounds, indicating potential information-flow links but no related‑party transactions reported.
Board Governance
| Attribute | Detail |
|---|---|
| Board independence | 8 of 9 directors independent; all standing committees independent; Johnson determined independent. |
| Committees | Nominating/Governance (members: Moran, Keane, Johnson, O’Brien); Sustainability (members: Frisby, Brady, Johnson; adds West effective AGM). |
| Meetings held (2024) | Board: 7; Audit: 5; Compensation: 6; Nominating/Governance: 4; Sustainability: 2. |
| Attendance | Each director attended ≥75% of Board and committee meetings in 2024. |
| Executive sessions | Regular sessions of independent directors; Lead Independent Director (Brady) sets/presides agendas. |
| Ownership guidelines | Directors must hold shares equal to 400% of cash retainer within 4 years; all non‑employee directors in compliance as of 12/31/24. |
Fixed Compensation
| Year | Cash Retainer (USD) | Committee/Meeting Fees | Total Cash |
|---|---|---|---|
| 2024 | $80,000 | Not disclosed (no per‑meeting fees listed) | $80,000 |
| 2023 | $80,000 | Not disclosed (no per‑meeting fees listed) | $80,000 |
Performance Compensation
| Year | RSU Grant Date | RSUs Granted (shares) | Fair Value (USD) | Vest Date | Post‑issuance Holding | Notes |
|---|---|---|---|---|---|---|
| 2024 | Feb 22, 2024 | 6,346 | $120,003 | Aug 22, 2024 (full) | 6 months minimum | Director RSUs time‑based; may not vest sooner than 6 months. |
| 2023 | Feb 23, 2023 | 7,438 | $110,008 | Aug 23, 2023 (full) | 6 months minimum | Director RSUs time‑based; may not vest sooner than 6 months. |
No director performance metrics (e.g., revenue, EBITDA, TSR) are tied to non‑employee director compensation; awards are time‑based under the LTIP with shareholder‑protective features (no repricing without shareholder approval).
Other Directorships & Interlocks
| Company | Role | Dates | Interlock/Notes |
|---|---|---|---|
| None disclosed | — | — | No current public boards for Johnson disclosed. |
| Context: Moog Inc. | — | — | Astronics’ CEO serves on Moog’s board; Johnson and Brady have Moog leadership histories; no Item 404 related‑party transactions in 2024. |
Expertise & Qualifications
- 33 years aerospace/motion-control experience at Moog across engineering and P&L leadership; global operations and M&A integration expertise.
- Technical credentials: B.S./M.S. Mechanical Engineering (Ohio State); Sloan Fellows MBA (MIT).
- Board skills cited: streamlining development cycles, lean activities, global operations, acquisition evaluation/integration; supports Nominating/Governance and Sustainability oversight.
Equity Ownership
| As‑of Date | Common Shares | Common % | Class B Shares | Class B % | Options exercisable ≤60 days included |
|---|---|---|---|---|---|
| Apr 2, 2025 | 50,168 | <1% | 1,200 | <1% | Yes: includes 8,000 Common and 1,200 Class B options. |
| Mar 12, 2024 | 43,822 | <1% | 1,200 | <1% | Yes: includes 8,000 Common and 1,200 Class B options. |
Director ownership alignment: non‑employee directors as a class hold 1.1% of Common and 16.6% of Class B (as of Apr 2, 2025); all directors meet ownership guidelines.
Insider Trades (Section 16)
| Date | Form | Transaction | Quantity/Type | Price | Notes |
|---|---|---|---|---|---|
| Aug 27, 2025 | Form 4 | RSU settlement into common shares | 6,055 RSUs | $0 | Options outstanding include 8,000 common and 1,200 Class B with expirations into 2027–2028; signed via POA. |
| Feb 26, 2024 | Form 4 | Section 16 filing (signature via POA) | — | — | Company investor site archived filing. |
Governance Assessment
- Independence and engagement: Johnson is independent, serves on two fully independent committees, and met attendance expectations (≥75% in 2024)—supports board effectiveness and investor confidence.
- Alignment: Meets robust director ownership guideline (400% of retainer) and participates in equity grants; director class holds meaningful Class B, aligning economics and voting influence.
- Compensation structure: Cash retainer flat ($80k) with modestly higher RSU grant value YoY ($110,008 → $120,003), maintaining a balanced cash/equity mix; director awards are time‑based with 6‑month vest/holding and LTIP safeguards (no repricing without shareholder approval).
- Conflicts/related parties: Company reports no Item 404 related‑party transactions in 2024; Moog affinity on the board is notable but not tied to transactions—low conflict risk on disclosures.
- Oversight strengths: Active Nominating/Governance (4 meetings) and Sustainability (2 meetings) cadence; regular executive sessions and defined Lead Independent Director role enhance independent oversight.
- RED FLAGS to monitor: Short vest cycle (6 months) for director RSUs may reduce long‑term performance linkage; concentration of director Class B ownership warrants ongoing scrutiny of voting power dynamics, though policy and independence controls are robust.
Notes on Wider Governance Signals
- Say‑on‑pay approval: ~91% support at 2023 AGM indicates broad shareholder endorsement of pay practices (for executives), indirectly supportive of board’s oversight.
- Clawback: Dodd‑Frank/Nasdaq‑compliant clawback adopted Dec 1, 2023 (applies to Section 16 officers); LTIP enforces minimum vesting and shareholder‑protective provisions.