Admiral (Ret.) William F. Moran
CURTISS WRIGHTAbout Admiral (Ret.) William F. Moran
Admiral (Ret.) William F. Moran, age 66, is an independent director of Curtiss-Wright (CW) since 2023 and serves on the Executive Compensation and Finance Committees; he is President of WFM Advisors, LLC (since 2019) and previously served as Vice Chief of Naval Operations, Chief of Naval Personnel, and Director of Air Warfare in the U.S. Navy . He is deemed independent under NYSE and CW guidelines, and the Board comprises 8 of 9 independent directors with 100% independent committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Navy | Vice Chief of Naval Operations | 2016–2019 | Senior leadership of naval operations; strategic oversight |
| U.S. Navy | Chief of Naval Personnel | 2013–2016 | Led personnel strategy; talent development |
| U.S. Navy | Director of Air Warfare | 2010–2013 | Oversight of air warfare programs and policy |
| U.S. Navy | Various leadership roles | 1981–2010 | Progressive command and management roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WFM Advisors, LLC | President | 2019–present | Advisory focus on A&D, training/education, AI and technology |
| USAA | Director | Current | Audit; Compensation & Workforce committees (private Fortune 500) |
Board Governance
- Committee assignments: Executive Compensation and Finance; not a chair on either committee .
- Independence: Affirmed by Board under NYSE standards; CW’s committees are fully independent .
- Attendance: In 2024 the Board held 8 meetings; committees held 16; no director attended less than 75% of their meetings; non-employee directors met in executive session at least four times .
- Lead Independent Director: Robert J. Rivet (effective May 2024) provides agenda input, presides over executive sessions, and oversees self-evaluations .
Fixed Compensation
| Component (Director, 2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $110,000 |
| Stock Awards ($) | $145,000 |
| Total ($) | $255,000 |
| 2024 Director Fee Schedule | Amount |
|---|---|
| Annual retainer (cash) | $85,000 |
| Committee membership fee (per committee) | $12,500 |
| Chair fees: Audit / Directors & Governance / Executive Compensation / Finance | $25,000 / $15,000 / $20,000 / $15,000 |
| Lead Independent Director fee | $30,000 |
Performance Compensation
| Equity Grant (Directors) | Grant Date | Shares | Grant Date Fair Value | Vest/Terms |
|---|---|---|---|---|
| Annual restricted common stock | Feb 2024 | 641 | $145,000 | One-year service vesting |
| Annual restricted common stock | Feb 2025 | 414 | $145,000 | One-year service vesting |
| New director onboarding grant | Upon appointment | N/A | $35,000 | Five-year service vesting |
No options or performance-conditioned equity are granted to directors under CW practice; 2024 shows “—” in option awards for all directors, including Moran .
Other Directorships & Interlocks
| Company | Public? | Role | Interlock/Conflict Notes |
|---|---|---|---|
| USAA | Private | Director; Audit & Compensation/Workforce committees | No related-party transactions disclosed with CW in 2024 |
- Other public company directorships: None for Moran .
- Related party/transactions >$120,000: None disclosed for directors or their immediate families in 2024; independence not impaired .
Expertise & Qualifications
- Senior leadership and operational expertise from decades in U.S. Navy, including vice chief role; familiar with financial management, leadership development, operations, and strategic planning .
- Skills matrix indicates senior leadership experience and extensive knowledge of CW’s business/industry; complements Board’s A&D domain expertise .
- Experience with U.S. government contracting/spending, aligning with CW’s defense markets .
Equity Ownership
| Beneficial Ownership (2/20/2025) | Shares | % of Outstanding |
|---|---|---|
| William F. Moran | 214 | <1% |
- Stock awards outstanding at 12/31/2024: 214 shares (restricted) .
- Deferred shares for directors are not counted in beneficial ownership; Moran has elected deferrals totaling 1,057 shares not deemed beneficial for voting/investment power during deferral .
- Director stock ownership guidelines: Each director must accumulate CW shares valued at five times the annual retainer .
- Hedging/pledging: Strict prohibition on all hedging instruments and pledging of CW equity by directors and employees; insider trading policy enforced .
Governance Assessment
- Board effectiveness and engagement: Moran adds deep A&D and military procurement expertise to compensation and finance oversight; he is independent and part of fully independent committees, supporting robust oversight of pay, capital allocation, and risk .
- Compensation governance signals: CW employs double-trigger change-in-control vesting, robust clawbacks (including Dodd-Frank-compliant policy), anti-hedging/pledging, and uses an independent consultant (FW Cook) for executive and director compensation—investor-friendly practices .
- Shareholder outcomes: 2024 Say-on-Pay support exceeded 92%, indicating broad investor approval of compensation structure and oversight .
- Conflicts/related parties: No 2024 related-party transactions involving directors; independence determinations did not raise issues for Moran .
- Attendance/engagement: No director fell below 75% attendance; regular executive sessions were held, with a designated Lead Independent Director—positive for independent oversight .
Overall, Moran’s background strengthens defense market oversight and human capital/compensation governance, with no disclosed conflicts, prohibited hedging/pledging, and high Say-on-Pay support—factors that generally bolster investor confidence in board effectiveness .