Bruce D. Hoechner
CURTISS WRIGHTAbout Bruce D. Hoechner
Bruce D. Hoechner, age 65, is an independent director of Curtiss-Wright and has served on the Board since 2017. He is Chair of the Finance Committee and a member of the Committee on Directors and Governance, bringing CEO experience, international leadership, and M&A expertise from prior roles at Rogers Corporation, Dow Chemical, and Rohm and Haas . He is currently a director at Ingevity Corporation and formerly served on the Rogers Corporation board through March 31, 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rogers Corporation | President & CEO | Oct 2011 – Dec 31, 2022 | Led a business transformation that improved revenues/profitability and increased market cap . |
| Rogers Corporation | Director | 2011 – Mar 31, 2023 | Board member through retirement (3/31/2023) . |
| Dow Chemical Company | President, Asia Pacific (Shanghai) | Oct 2009 – Oct 2011 | Senior leadership of diversified chemical/materials operations across Asia . |
| Rohm and Haas Company | Various increasing responsibilities | c. 27 years | Specialty chemicals leadership roles in U.S. and internationally; company acquired by Dow . |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Ingevity Corporation | Director | Feb 2023 – present | Specialty chemicals; NYSE-listed . |
| Rogers Corporation | Director | 2011 – Mar 31, 2023 | Engineered materials/components; NYSE-listed . |
Board Governance
- Independence: The Board determined Hoechner is “independent” under NYSE standards and company guidelines; all standing committees are fully independent .
- Committees: Finance Committee Chair; Committee on Directors and Governance member .
- Attendance: In 2024, no director attended less than 75% of board and applicable committee meetings; the Board held 8 meetings and committees held 16 .
- Committee oversight scope relevant to Hoechner:
- Finance Committee: capital structure, balanced capital allocation, dividend/buyback policies, currency risk and hedging, defined benefit plan investment; met three times in 2024 .
- Directors & Governance: Board composition, director nominations and compensation, ESG oversight including climate disclosures/internal controls; met three times in 2024 .
- Lead Independent Director is Robert J. Rivet (appointed Feb 2024, effective May 2024) .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Fees earned or paid in cash ($) | $125,000 | Includes annual retainer, committee membership fees, and chair fees (directors may elect cash or stock, and may defer) . |
| Stock awards ($) | $145,000 | Annual grant of restricted stock (641 shares granted Feb 2024, fair value $145,000) . |
| Total ($) | $270,000 |
- Director fee schedule (program-level): Annual retainer $85,000; committee membership fee $12,500 per committee; Chair retainers: Audit $25,000, Directors & Governance $15,000, Executive Compensation $20,000, Finance $15,000; Lead Independent Director additional $30,000; directors may elect cash/stock and may defer .
Performance Compensation
| Equity Award | Grant | Shares/Value | Vesting/Terms |
|---|---|---|---|
| Annual restricted stock | Feb 2024 | 641 shares; $145,000 fair value | Restricted common stock; forfeitable if service condition not met over one-year period . |
| Annual restricted stock | Feb 2025 | 414 shares; $145,000 fair value | Restricted common stock; one-year service vesting . |
- No performance metrics are tied to director compensation; equity is time-based restricted stock rather than PSUs/options for directors .
- Company-wide policies prohibit hedging and pledging of Company equity; option repricing is prohibited; consistent grant timing avoids opportunistic awards .
Other Directorships & Interlocks
| Entity | Relationship to CW | Exposure/Conflict Notes |
|---|---|---|
| Ingevity Corporation (INGV) | External public director | No related-party transactions >$120,000 disclosed for 2024; Board independence affirmed; company policies require review/approval of related-party transactions and prohibit conflicts without prior approval . |
| Rogers Corporation | Former public director | Same as above; no 2024 related-party transactions disclosed . |
- The Board’s independence review did not flag Hoechner for non-immaterial transactional ties; independence was affirmed (Board specifically considered director ties for Flatt/Wallace but not Hoechner) .
Expertise & Qualifications
- Current/former CEO, other public company board experience, extensive M&A experience, broad international experience; brings strategic and financial acumen from technology manufacturing and specialty chemicals .
- Not designated an “audit committee financial expert” (Board designates Minor and Rivet) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 1,997 | As of Feb 20, 2025; <1% of class (37,703,216 outstanding) . |
| Deferred director shares (not deemed beneficial) | 6,486 | Deferred under plan; no voting/investment power until delivery . |
| Ownership guideline | 5x annual retainer | Directors must accumulate stock equal to five times the annual retainer . |
| Anti-hedging/pledging | Prohibited | Company code and plan prohibit hedging and pledging of Company equity . |
Governance Assessment
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Positives (investor confidence signals):
- Independent director; 100% independent committee membership; Finance Chair role aligns him with capital allocation discipline and risk oversight (currency hedging, pensions) .
- Strong boardroom credentials (former NYSE-listed CEO), international operating experience, M&A track record; skills matrix highlights relevant strengths for CW’s strategic priorities .
- Attendance expectations met; Board/committee cadence robust; regular executive sessions and formal self-evaluation process .
- Director equity grants and stock ownership guidelines align interests; anti-hedging/pledging policy reduces misalignment risk .
-
Watch items (monitoring focus):
- External board seat at Ingevity: no related-party exposure reported, but monitor for any evolving supplier/customer ties that could affect independence or pose conflicts .
- Ownership alignment: beneficially owned shares are modest in absolute terms; compliance status versus 5x retainer guideline not disclosed—monitor for guideline attainment over time .
- No audit committee financial expert designation—appropriate given committee assignments, but underscores the importance of balanced financial expertise across the Board .
-
Red flags: None disclosed. No legal proceedings or sanctions in the past ten years; no related-party transactions over $120,000 in 2024; anti-hedging/pledging in place .