Darren McDew
GENERAL ELECTRICAbout Darren McDew
Independent director at GE Aerospace since 2023; age 64. Retired four-star U.S. Air Force general and former Commander of U.S. Transportation Command (2015–2018), with 36 years of military service; education includes Virginia Military Institute (undergraduate) and MS in Aviation Management from Embry‑Riddle Aeronautical University . Current public company boards include GE Aerospace, Abbott Laboratories, and Parsons Corporation; other positions include Director at USAA and Board of Governors for Boys & Girls Club of America .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Transportation Command (DoD) | Commander | 2015–2018 | Led global air, land, and sea transportation for DoD |
| Joint Chiefs of Staff | Vice Director for Strategic Plans and Policy | Not disclosed | Senior policy and planning leadership |
| The White House | Military Aide to the President | Not disclosed | Executive support and liaison responsibilities |
| U.S. Air Force | Director of Public Affairs | Not disclosed | Strategic communications leadership |
| U.S. Air Force | Chief, Senate Liaison Division | Not disclosed | Congressional engagement for USAF |
| U.S. Air Force | Four‑star General; retired Oct. 2018 | 36 years | Senior command; retirement date confirms tenure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Abbott Laboratories | Director | Not disclosed | Public company board |
| Parsons Corporation | Director | Not disclosed | Public company board |
| USAA | Director | Not disclosed | Financial services mutual insurer |
| Boys & Girls Clubs of America | Board of Governors | Not disclosed | Non‑profit governance |
Board Governance
- Committees: Audit Committee member and Governance & Public Affairs Committee member in 2024; Audit met 10 times (Chair: Isabella Goren; members included Billson, Garden, Lesjak, McDew) and Governance met 5 times (Chair: Catherine Lesjak; members included Bazin, Horton, McDew) .
- Independence: Identified as an independent director; all committee members met NYSE and company independence standards during service .
- Attendance: In 2024, each director attended at least 75% of Board/committee meetings; average director attendance was 98% .
- Board service: Director since 2023; nominee slate confirms current standing and committee composition .
- Governance practices: Regular executive sessions of independent directors; conflicts policy requires recusal and Governance Committee review; prohibition on hedging/pledging; stock ownership guidelines and retention provisions .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 132,275 | 261,072 | 0 | 393,347 |
| 2023 | 85,500 | 130,315 | 0 | 215,815 |
- 2023 standard director fee schedule: Annual retainer $275,000; committee member fees — Audit $35,000; Compensation $25,000; Governance $10,000; Lead Director $50,000; paid 40% cash / 60% DSUs; no meeting fees; limit on director compensation $1,000,000 excluding legacy charitable program .
Performance Compensation
| Metric | 2024 Details |
|---|---|
| Equity vehicle(s) | Shift from quarterly DSUs to annual RSUs starting May 7, 2024; directors could also defer cash into Phantom Units |
| RSU vesting | RSUs vest on the one‑year anniversary of grant date |
| DSU payout mechanics | DSUs paid out in cash beginning one year after director leaves Board; dividend equivalents reinvested; election for lump sum or up to 10‑year installments |
| Grant date stock prices (for 2024 awards) | $175.53 (Mar 28), $167.97 (May 6), $168.78 (May 7), $158.97 (Jun 30), $188.58 (Sep 30), $166.79 (Dec 31) |
| McDew 2024 deferral & accrual | Cash deferred: $61,681; DSUs accrued: 1,519; Phantom Units: 0; RSUs accrued (unvested at FY‑end): 1,169 |
| Incentive pay | Independent directors do not receive cash incentive compensation; no pension benefits; no stock options outstanding for independent directors |
Other Directorships & Interlocks
| Company | Role | Sector Relationship | Potential Considerations |
|---|---|---|---|
| Abbott Laboratories | Director | Healthcare/MedTech | No specific GE Aerospace transactions disclosed; typical conflicts handled via recusal policy |
| Parsons Corporation | Director | Defense/Infrastructure | Sector adjacency to aerospace/defense; conflicts reviewed under Board policy if applicable |
| USAA | Director | Financial services | Not a direct aerospace supplier/customer; recusal policy applies |
- Overboarding/committee service limits: Directors who are not public company executives may serve on up to 4 public company boards; Audit Committee members generally limited to 3 audit committees (4 for certain retired finance professionals with Board determination); all nominees compliant as reviewed by the Board .
Expertise & Qualifications
- Aerospace & defense sector and operations experience; global exposure; Audit and Governance committee service .
- Military leadership credentials at USTRANSCOM and senior policy roles across the Joint Staff and USAF .
- Educational background aligned with aviation and management (VMI; MS Aviation Management) .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (Dec 31, 2024) | 0 shares; less than 1% of class |
| DSUs accrued (2024 FY‑end) | 1,519 |
| RSUs accrued (2024 FY‑end; unvested) | 1,169 |
| Phantom Units (2024 FY‑end) | 0 |
| Shares pledged | None of the listed directors’ shares are pledged as security; standard brokerage set‑off provisions may exist |
| Ownership guidelines | 5× cash retainer ($550,000) required; 5‑year compliance window; all directors in compliance |
Governance Assessment
- Strengths: Independent status; dual service on Audit and Governance committees with robust meeting cadence (Audit 10; Governance 5 in 2024); boardwide attendance at 98% indicates strong engagement; RSU/DSU structure with one‑year vest and post‑service payout promotes longer‑term alignment; prohibition on hedging/pledging and mandatory recusal for conflicts enhance investor protection .
- Compensation and alignment: 2024 total director compensation of $393,347 with material equity component ($261,072 in stock awards); 2024 deferral into DSUs and RSU accruals demonstrates use of equity rather than cash; stock ownership guideline at $550,000 and confirmed compliance supports “skin‑in‑the‑game” expectations for directors .
- Time/commitment limits: Service on multiple boards appears within GE Aerospace’s policies (up to 4 boards; audit committee limits); Board reviews compliance annually and enforces conflicts/recusal processes, mitigating interlock risk; no share pledging noted for directors .
- Potential watch‑items: Sector overlap via Parsons (defense/infrastructure) warrants ongoing monitoring for related‑party or procurement‑adjacent matters, though GE’s conflicts framework and recusal policy are explicit; individual meeting attendance percentages are not disclosed—only boardwide metrics—so continued review of committee‑level engagement is prudent .
Overall, McDew’s deep defense logistics background and committee roles (Audit and Governance) reinforce board risk oversight and operational rigor; equity‑heavy director pay, ownership guidelines, and conflicts controls support investor confidence, with no disclosed pledging or incentive pay constructs that would misalign director behavior .