Anthony J. Moraco
About Anthony J. Moraco
Independent director at Curtiss-Wright since 2021 (age 65). Former CEO and director of Science Applications International Corporation (SAIC) with deep U.S. government contracting, aerospace/defense, and operating leadership experience. The Board classifies him as independent under NYSE standards. Attendance in 2024 met or exceeded the 75% threshold across Board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Science Applications International Corporation (SAIC) | Chief Executive Officer and Director | Sep 2013 – Jul 2019 | Led public company post-spin; deep U.S. government contracting exposure; operating and financial acumen in defense IT/services. |
| Leidos (legacy SAIC) | President, Government Solutions Group; Group President, ISR; EVP, Operations & Performance Excellence; SVP/GM, Space & Geospatial Intelligence | 2010 – 2013 (various) | P&L, operations, and ISR portfolio leadership; performance and program management depth. |
| The Boeing Company | Leadership roles, Space & Intelligence Mission Systems; Phantom Works | Not disclosed | Aerospace/defense advanced programs background; technology and mission systems exposure. |
External Roles
| Category | Role | Timing |
|---|---|---|
| Current public company boards | None | — |
| Prior public company boards | SAIC (as CEO and Board member) | 2013 – 2019 |
| Private/non-profit/academic | Not disclosed | — |
Board Governance
| Item | Detail |
|---|---|
| Board independence | Independent director (NYSE and company guidelines) |
| Committees | Executive Compensation; Finance (member) |
| Committee chair roles | None (chairs: Exec Comp—Flatt; Finance—Hoechner/Wallace as indicated) |
| Attendance & engagement | No director attended <75% of Board/committee meetings in 2024; Board held 8 meetings; committees held 16; independent directors met in executive sessions at least four times |
| Years of service on CW board | Since 2021 (approx. 4 years as of 2025) |
| Lead Independent Director | Robert J. Rivet (effective May 2024) |
| Committee mandates (relevance) | Exec Comp oversees CEO/NEO pay, incentive design, clawback compliance, and human capital strategy (FW Cook as advisor). Finance oversees capital structure, capital allocation, hedging, and pension investment policies—relevant to Moraco’s CEO/operating background. |
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Standard 2024 non-employee director retainer |
| Committee membership fees | $25,000 | $12,500 per committee x2 (Exec Comp, Finance) |
| Chair/Lead fees | $0 | Not a chair; not Lead Independent Director |
| Total fees earned/paid in cash (2024) | $110,000 | As reported |
Performance Compensation (Director)
| Component | Detail |
|---|---|
| Annual equity grant (2024) | 641 shares of restricted Common Stock, grant date fair value $145,000 (Feb 2024) |
| Annual equity grant (2025) | 414 shares of restricted Common Stock, grant date fair value $145,000 (Feb 2025) |
| Vesting mechanics | Director RS typically lapse after one year of service (per Form 4 explanation for annual grant) |
| Performance metrics tied to director pay | None (director equity is time-based, not performance-conditioned) |
Other Directorships & Interlocks
| Type | Company | Role | Notes |
|---|---|---|---|
| Current public boards | — | — | None |
| Prior public boards | SAIC | CEO & Director | Public company defense IT/services; not a current interlock |
| Related-party/transactions | — | — | No related person transactions disclosed in 2024; no proceedings/adverse matters disclosed |
Expertise & Qualifications
- CEO/operator with extensive U.S. government contracting, aerospace/defense domain expertise; former SAIC CEO and Leidos senior leader .
- Skills matrix: Extensive knowledge of CW’s business/industry; extensive M&A; other public company board experience; current/former CEO; senior leadership (not designated an “audit committee financial expert”).
- Committee fit: Exec Comp and Finance align with his operating, capital allocation, and performance-management experience .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of Feb 20, 2025) | 5,190 shares (includes restricted shares) |
| Included restricted shares (as of Dec 31, 2024) | 684 restricted shares included for non-employee directors (aggregate context in director comp table) |
| Ownership as % outstanding | Less than 1% |
| Stock ownership guideline | Directors must hold shares equal to 5x annual retainer |
| Hedging/pledging | Prohibited for directors and employees under policy and 2024 Omnibus Incentive Plan |
Insider Trades and Fee-into-Stock Elections
| Date | Type | Shares | Grant date fair value | Source |
|---|---|---|---|---|
| Mar 31, 2024 | Director fee paid in stock (3 line items) | 12; 12; 83 | $3,125; $3,125; $21,250 | |
| Jun 30, 2024 | Director fee paid in stock (3 line items) | 12; 12; 78 | $3,125; $3,125; $21,250 | |
| Sep 30, 2024 | Director fee paid in stock (3 line items) | 10; 10; 65 | $3,125; $3,125; $21,250 | |
| Dec 31, 2024 (issued Jan 2, 2025) | Director fee paid in stock (3 line items) | 9; 9; 60 | $3,125; $3,125; $21,250 | |
| Feb 5, 2025 | Annual director RS grant | 414 (per $145k policy) | $145,000 | |
| Oct 2–3, 2024 | Form 4 filings (director transactions) | Notional (see filings) | — |
Note: Quarterly stock elections indicate alignment via taking fees in equity; annual director RS grants are time-based and standard across non-employee directors.
Governance Assessment
- Board effectiveness and alignment: Independent director with CEO-level operating and U.S. government contracting expertise; committee roles (Exec Comp, Finance) leverage his background in performance management and capital allocation. No chair role; not Lead Independent Director. Attendance meets standards.
- Conflicts and related-party risk: Board affirms his independence; 2024 review disclosed no related person transactions; company prohibits hedging/pledging—reducing alignment risks. No legal proceedings disclosed.
- Compensation and ownership alignment: Balanced cash ($110k) plus equity ($145k) in 2024; ability to elect fees in stock (which he did) supports “skin in the game.” Director ownership guideline set at 5x retainer; individual compliance level not disclosed; beneficial ownership <1% of outstanding shares.
- Broader governance signals: All committees independent; regular executive sessions; strong recent Say‑on‑Pay support (92% in 2024) at company level—indicative of shareholder alignment in compensation governance.
RED FLAGS
- None disclosed: no related-party transactions, no hedging/pledging, and attendance met company thresholds. Continued monitoring warranted for any new external appointments that might create customer/supplier interlocks; none currently disclosed.