Dean M. Flatt
CURTISS WRIGHTAbout Dean M. Flatt
Independent director of Curtiss‑Wright (CW) since 2012; age 74. Former President and COO of Honeywell’s Defense & Space (2005–2008) and previously led Honeywell Aerospace Electronics Systems (2001–2005) and Specialty Materials & Chemicals (2000–2001). At CW, he serves on the Audit Committee and chairs the Executive Compensation Committee, bringing deep aerospace/defense operating experience and private equity evaluation skills .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Honeywell International Inc. – Defense & Space | President & COO | Jul 2005 – Jul 2008 | Senior operating leadership in A&D end markets |
| Honeywell International Inc. – Aerospace Electronics Systems | President | Dec 2001 – Jul 2005 | Led aerospace electronics operations |
| Honeywell International Inc. – Specialty Materials & Chemicals | President | Jul 2000 – Dec 2001 | Managed specialty materials and chemicals business |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Ducommun Incorporated | Director | Jan 2009 – present | Public | Provider of engineered products; A&D exposure |
| National Technical Systems, Inc. | Director; Non‑exec Chairman | Jan 2014 – Sep 2022; Chair Jan 2014 – Jan 2018 | Private | Engineering/testing services across industries |
| Industrial Container Services, Inc. | Director | Jan 2012 – Apr 2017 | Private | Director experience in industrial services |
Board Governance
- Committee assignments: Audit Committee member; Executive Compensation Committee Chair .
- Independence: Board affirmed Mr. Flatt is independent under NYSE and CW guidelines .
- Attendance: In 2024, the Board met 8 times and committees met 16 times; no director attended less than 75% of the aggregate Board and committee meetings on which they served .
- Committee activity cadence: Audit Committee met 6 times; Executive Compensation Committee met 4 times in 2024 .
- Executive sessions: Non‑employee directors met in executive session at least four times in 2024 .
- Advisor independence: FW Cook served as independent compensation consultant to the Executive Compensation Committee; independence assessed and affirmed .
Fixed Compensation
| Component | Amount | Basis/Details |
|---|---|---|
| Annual cash retainer | $85,000 | Standard non‑employee director retainer in 2024 |
| Committee membership fees | $25,000 | $12,500 per committee; Mr. Flatt serves on 2 (Audit; Exec Comp) |
| Committee chair fee | $20,000 | Executive Compensation Committee Chair retainer |
| Total cash fees earned (2024) | $130,000 | Per Director Compensation table |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value | Vesting/Performance Conditions |
|---|---|---|---|---|
| Annual restricted common stock (2024) | Feb 2024 | 641 shares | $145,000 | Time‑based; subject to continued Board service (company‑wide director grant) |
| Annual restricted common stock (2025) | Feb 2025 | 414 shares | $145,000 | Time‑based; forfeiture if not on Board for one year (company‑wide director grant) |
| Options | — | — | — | No option awards disclosed for directors |
| Performance metrics | — | — | — | Director equity is time‑based; no performance‑conditioned vesting disclosed |
Directors may elect to receive retainers and fees in cash or CW stock and may defer receipt; elections are permitted under the 2024 Omnibus Incentive Plan .
Other Directorships & Interlocks
| Relationship | Details | Governance Handling |
|---|---|---|
| External entities where CW purchases goods/services | The Board noted Messrs. Flatt and Wallace are directors of certain entities from which CW has, at times, purchased goods/services; transactions individually/aggregate immaterial | Board determined relationships did not affect independence; directors do not manage those entities day‑to‑day and receive no remuneration from such transactions |
| Related party transactions ≥ $120k | None involving directors/executives/five‑percent holders/families in 2024 | Affirmed in proxy |
Expertise & Qualifications
- Deep aerospace and defense operating leadership (Honeywell Defense & Space and Aerospace Electronics) .
- M&A and new business evaluation experience, including private equity board exposure .
- Senior leadership experience; other public company board experience (Ducommun) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Dean M. Flatt | 11,332 | <1% | As of Feb 20, 2025; excludes deferred shares not deemed beneficial |
| Deferred director stock (not counted as beneficial) | 5,520 | — | Elected deferral of receipt; no voting/investment power until distribution |
| Shares outstanding (reference) | 37,703,216 | — | Shares outstanding used for percentage calculation |
- Director stock ownership guideline: Each director must accumulate CW common stock valued at five times the annual retainer (i.e., 5× $85,000 for 2024), with flexibility to receive fees in stock and defer .
Governance Assessment
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Positive signals:
- Independence affirmed and robust committee roles; chairing Executive Compensation Committee indicates central role in pay governance .
- Strong Board processes: annual self‑evaluation; frequent executive sessions; active risk oversight across committees .
- External consultant independence (FW Cook) and established anti‑hedging/anti‑pledging and clawback policies at CW support investor alignment .
- Shareholder support: 92% Say‑on‑Pay approval in 2024, indicating broad support for compensation oversight framework .
-
Watch items / potential risks:
- Interlock sensitivity: Board acknowledged purchases from entities where Mr. Flatt is a director; deemed immaterial, but ongoing monitoring warranted given A&D supply chain overlaps .
- Ownership alignment: Beneficial ownership is <1% and guideline is value‑based; compliance status vs. “5× retainer” not disclosed—monitor for sustained adherence to director ownership requirements .
- Tenure/retirement: Mandatory director retirement at age 75; at age 74, succession and continuity planning for Compensation Committee leadership should be considered for the 2026 cycle .
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Attendance/engagement:
- No director fell below 75% attendance in 2024; Board held 8 meetings; committees 16; non‑employee directors met in executive session at least four times—supports effective oversight cadence .