Glenda J. Minor
CURTISS WRIGHTAbout Glenda J. Minor
Glenda J. Minor is an independent director of Curtiss-Wright (CW), serving since 2019; age 68. She is CEO and Principal of Silket Advisory Services (since 2016) and is designated an “audit committee financial expert” under SEC rules; she serves on CW’s Audit Committee and the Committee on Directors and Governance . The Board affirms her independence under NYSE listing standards; there were no transactions or relationships affecting director independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silket Advisory Services | Chief Executive Officer & Principal | 2016–present | Advises companies on financial, strategic, and operational initiatives |
| Evraz North America Limited | Senior Vice President & Chief Financial Officer | 2010–2015 | Led finance at leading steel manufacturer |
| Visteon Corporation | Executive finance roles | Not disclosed | Domestic/international leadership across finance |
| DaimlerChrysler | Executive finance roles | Not disclosed | Domestic/international leadership across finance |
| General Motors Corporation | Financial management roles | Not disclosed | Financial management |
| General Dynamics Corporation | Financial management roles | Not disclosed | Aerospace & defense finance exposure |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Albemarle Corporation | Director | 2019–present | Not disclosed |
| Radius Recycling, Inc. (f/k/a Schnitzer Steel Industries, Inc.) | Director | 2020–present | Not disclosed |
| Capital Area United Way (non-profit) | Board Secretary | Not disclosed | Not disclosed |
Board Governance
- Committee assignments: Audit Committee and Committee on Directors and Governance; not on Executive Compensation or Finance .
- Chair roles: Not a chair. Audit Committee chaired by Robert J. Rivet; Committee on Directors and Governance chaired by Peter C. Wallace; Finance Committee chaired by Bruce D. Hoechner; Executive Compensation Committee chaired by Dean M. Flatt .
- Audit Committee expert: Board determined Minor is an “audit committee financial expert” (SEC definition) alongside Rivet .
- Independence: Board annually affirmed Minor’s independence under NYSE standards; no material relationships impacting independence .
- Meetings and attendance: In 2024, Board held 8 meetings; committees held 16 in total (Audit 6; Executive Compensation 4; Committee on Directors and Governance 3; Finance 3). No director attended less than 75% of aggregate Board and committee meetings; non‑employee directors met at least 4 times in executive session .
- Lead Independent Director: Robert J. Rivet appointed effective May 2024; responsibilities include agenda consultation, liaison role, executive session presiding, and CEO performance review coordination .
Fixed Compensation (Director Pay Structure and Minor’s 2024)
| Component | Policy Amount | Minor-specific | Source |
|---|---|---|---|
| Annual cash retainer | $85,000 | $85,000 | |
| Committee membership fee (per committee) | $12,500 | $25,000 (Audit; Directors & Governance; 2×$12,500) | |
| Committee chair fee (Audit/Comp/Gov/Finance) | $25,000 / $20,000 / $15,000 / $15,000 | $0 (not a chair) | |
| Lead Independent Director fee | $30,000 | $0 | |
| Total “Fees Earned or Paid in Cash” (2024) | — | $110,000 | |
| Deferral/election features | May elect cash, stock, or both; may defer fees | Allowed (no individual deferral disclosed for Minor in 2024) |
Performance Compensation (Equity Grants to Directors)
| Grant Year | Instrument | Shares Granted | Grant Date | Grant-Date Fair Value | Vesting/Forfeiture Terms | Source |
|---|---|---|---|---|---|---|
| 2024 | Restricted Common Stock | 641 | Feb 2024 | $145,000 | Not disclosed (annual director grant; restricted) | |
| 2025 | Restricted Common Stock | 414 | Feb 2025 | $145,000 | Subject to forfeiture if not on Board for one year | |
| Options | — | — | — | — | No option awards to directors in 2024 |
Performance metrics tied to director compensation: None disclosed for non‑employee director equity; awards are time‑based service‑vesting restricted stock rather than performance share units .
Other Directorships & Interlocks
- Albemarle (specialty chemicals) and Radius Recycling (metal recycling) are outside CW’s aerospace & defense core; no related‑party transactions or relationships affecting independence disclosed for Minor .
Expertise & Qualifications
- Financial leadership and international experience across auto, metals, aerospace & defense; deep expertise in capital markets, accounting, treasury, investor relations, strategic planning, business expansion .
- Audit Committee Financial Expert designation; financially literate per NYSE listing standards .
- Skills matrix flags for Minor: audit financial expert, extensive knowledge of CW’s business and industry, extensive M&A experience, broad international experience, other public company board experience, senior leadership, diversity .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 2,025 | As of Feb 20, 2025 |
| Percent of class | <1% | Based on 37,703,216 shares outstanding |
| Deferred shares (not deemed beneficial ownership) | 3,068 | Elected deferral under director plan |
| Unvested restricted stock (non‑employee directors, disclosure list) | Not listed for Minor | Footnote (e) lists other directors; Minor not included |
| Director stock ownership guideline | 5× annual retainer | For directors; equals $425,000 based on $85,000 retainer (calculated from ) |
| Anti‑hedging/pledging policy | In place | Governance highlights include robust anti‑hedging and pledging policy |
Governance Assessment
- Committee effectiveness: Minor sits on Audit and Directors & Governance, two high‑leverage committees for financial oversight and ESG/corporate governance; Audit met 6 times in 2024 and designated her as an SEC “financial expert,” signaling strong board oversight on financial reporting, controls, cybersecurity, and ethics .
- Independence and conflicts: Board explicitly affirmed Minor’s independence; no related‑party transactions >$120,000 and no other relationships were considered material by the Board in independence determinations; no legal proceedings or sanctions disclosed for directors over the past ten years .
- Attendance and engagement: Board/committee cadence (8 board, 16 committee meetings) and the policy of regular executive sessions support engagement; no director fell below 75% attendance, indicating compliance with expectations .
- Pay‑for‑performance alignment for directors: Compensation mix is balanced—2024 cash fees ($110,000) and equity grant ($145,000); time‑based equity promotes retention and alignment without encouraging risk‑taking; directors can elect stock in lieu of cash and defer, enhancing long‑term alignment; ownership guideline at 5× retainer is stringent for directors .
- RED FLAGS: None observed—no pledging disclosed and anti‑hedging policy in place ; no related‑party transactions ; no attendance shortfalls ; no option repricings or director option awards .
Overall signal: Minor’s financial acumen and audit expertise, coupled with independence and clean conflicts profile, support investor confidence in CW’s board oversight of financial reporting and governance .