Robert J. Rivet
CURTISS WRIGHTAbout Robert J. Rivet
Independent director since 2011 (age 71), former EVP, Chief Operations & Administrative Officer and prior CFO of Advanced Micro Devices (AMD). Rivet is Curtiss-Wright’s Lead Independent Director (effective May 2024) and Audit Committee Chair, and is designated an “audit committee financial expert.” He is affirmatively determined independent under NYSE standards; no family relationships or legal proceedings disclosed. Attendance met Board expectations in 2024 (≥75% of combined Board and committee meetings).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advanced Micro Devices, Inc. | EVP, Chief Operations & Administrative Officer | Oct 2008–Feb 2011 | Led acquisitions, divestitures, capital markets; deep supply chain and high-tech industry experience |
| Advanced Micro Devices, Inc. | EVP, Chief Financial Officer | Sep 2000–Oct 2009 | 9 years as CFO; extensive financial reporting and analysis expertise |
| GlobalFoundries Inc. | Director | 2009–2011 | Semiconductor foundry board experience |
| Motorola | Senior VP in executive finance roles; European Semiconductor CFO (Geneva) | Prior to AMD | International finance leadership; European semiconductor CFO assignment |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None (current public company boards) | — | — | “Other Public Company Directorships: None” |
Board Governance
- Committee assignments: Audit Committee Chair; Executive Compensation Committee member; Lead Independent Director (effective May 2024).
- Independence: The Board determined Rivet is independent; all standing committees are fully independent.
- Attendance and engagement: Board held 8 meetings; committees held 16; no director attended less than 75% of combined meetings; regular executive sessions of non-employee directors (≥4 in 2024).
- Lead Independent Director responsibilities include convening executive sessions, liaising with the Chair, consulting on agendas and information quality, overseeing Board self-evaluation, and presiding when the Chair is unavailable.
- Audit Committee scope includes oversight of financial reporting integrity, internal controls, internal audit, independent auditor, enterprise risk and cybersecurity, ethics and compliance; Rivet named audit committee financial expert.
- No related party transactions >$120,000 or proceedings involving directors disclosed for 2024.
Fixed Compensation
| Component (2024) | Amount ($) | Basis/Notes |
|---|---|---|
| Annual Board Retainer | 85,000 | Standard retainer for non-employee directors |
| Committee Membership Fees | 25,000 | $12,500 per committee; Rivet serves on Audit and Executive Compensation committees |
| Audit Committee Chair Retainer | 25,000 | Chair premium for Audit Committee |
| Lead Independent Director Retainer | 30,000 | Additional retainer for LID role |
| Total Cash Fees (Reported) | 165,000 | Per Director Compensation table |
- Directors may elect fees in cash or stock and may defer receipt; elections administered under the Omnibus Incentive Plan.
Performance Compensation
| Equity Grant | Grant Date | Shares | Fair Value ($) | Vesting/Terms |
|---|---|---|---|---|
| Annual restricted stock (non-employee directors) | Feb 2024 | 641 | 145,000 | Annual stock grant; fair value based on market on grant date |
| Annual restricted stock (non-employee directors) | Feb 2025 | 414 | 145,000 | Subject to forfeiture if director does not remain on Board for one year |
| New director onboarding grant | Various (on appointment) | — | 35,000 | Restricted common stock; subject to five-year service forfeiture |
Non-employee director equity is time-based (service-vesting). No performance-linked metrics apply to director compensation. Company-level incentive metrics (for executives) are overseen by the Board and Compensation Committee:
| 2024 ICP Metric (Executives) | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| Adjusted Operating Income (OI) | 30% | $500,000 | $522,000 | $548,100 |
| Organic Sales Growth (OSG) | 20% | 3.0% | 5.0% | 8.0% |
| Working Capital as % of Sales (WC) | 30% | — | — | — (metric used; ranges discussed in plan) |
| Individual Objectives | 20% | — | — | — (executive-specific) |
- Company policies: robust clawback for incentive compensation; anti-hedging and pledging prohibitions (including options/derivatives; pledging of company equity from plan awards).
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Related Party Notes |
|---|---|---|---|
| GlobalFoundries Inc. | Director (prior) | 2009–2011 | No material related-party transactions with Curtiss-Wright in 2024; none >$120,000 disclosed |
| Current public boards | None | — | — |
Expertise & Qualifications
| Qualification/Experience | Evidence |
|---|---|
| Audit Committee Financial Expert | Designated by Board; Rivet and Minor identified as audit committee financial experts |
| Senior leadership, finance, M&A | AMD CFO; AMD EVP/COO/CAO; led acquisitions/divestitures; capital markets |
| Industry and supply chain expertise | High-technology industries (semiconductors); supply chain insights |
| International experience | Motorola European Semiconductor CFO (Geneva); broad international finance |
| Skills matrix recognition | Audit financial expert; extensive company/industry knowledge; M&A; international; other public co board; senior leadership |
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 15,568 |
| Shares deferred (not deemed beneficial) | 1,844 (deferred under plan; no voting/investment power) |
| Shares outstanding (denominator) | 37,703,216 (Feb 20, 2025) |
| Ownership as % of outstanding | ~0.041% (15,568 / 37,703,216) |
| Director stock ownership guideline | Must accumulate 5× annual retainer in Common Stock |
| Hedging/pledging policy | Hedging and pledging of Company equity (from plan awards) prohibited |
Governance Assessment
- Strengths: Independent Lead Director and Audit Chair roles reinforce oversight of management, financial reporting, risk, and ethics; Rivet designated as an audit committee financial expert; independence affirmed; strong attendance; no related-party transactions >$120,000.
- Alignment: Cash/equity mix for 2024 director pay ($165k cash fees; $145k equity grant) promotes alignment; robust ownership guideline (5× retainer) and anti-hedging/pledging policy further align interests.
- Board effectiveness: Regular executive sessions and comprehensive committee charters (Audit, Compensation, Governance, Finance) support risk oversight and ESG governance.
- Signals: 2024 Say-on-Pay support >92% indicates investor confidence in compensation governance; director compensation reviewed biennially (last in Nov 2023), suggesting disciplined governance.
- Observations/Risk watchouts: Dual responsibilities (Lead Independent Director + Audit Chair) concentrate oversight in one director—generally acceptable but merits continued Board refreshment and monitoring of workload; specific compliance status against 5× retainer guideline is not disclosed.