Thomas Culligan
HEICOAbout Thomas M. Culligan
Thomas M. Culligan, 73, has served as an independent director of HEICO since 2014. He is a retired aerospace and defense executive with 40+ years of senior leadership experience at Raytheon, Honeywell, and McDonnell Douglas, plus prior service in the U.S. Air Force and roles in government affairs; he is currently retired and active on several boards and advisory roles . The Board has determined he is independent under NYSE rules; all directors had 100% attendance in FY2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Raytheon Company | SVP, Business Development & Strategy | 2001–Dec 2013 | Led global sales/marketing, international business, government relations; concurrently Chairman & CEO of Raytheon International |
| Raytheon International, Inc. | Chairman & CEO | 2001–Dec 2013 | Led international operations and strategy execution |
| Honeywell International | VP & GM, Defense and Space; led aerospace operations in EMEA/Russia/Middle East/Africa | Not disclosed | P&L responsibility, defense aftermarket, technical services subsidiary leadership |
| McDonnell Douglas | Corporate VP, Program Development & Marketing; VP & GM, Government Affairs | Not disclosed | Executive line and government relations leadership |
| U.S. Air Force | Service member | Not disclosed | Military service background |
| U.S. Congressman Earl Hutto | Legislative Director | Not disclosed | Congressional legislative leadership |
| Florida Secretary of State | Chief of Staff | Not disclosed | State executive office management |
External Roles
| Organization | Role | Status/Tenure |
|---|---|---|
| SAFRAN (Special Security Agreement Board) | Board Member | Current |
| CPS Technologies Corporation | Director | Current |
| M International | Board of Advisors Member | Current |
| Florida State University Foundation | Board Member | Former |
Board Governance
- Committee assignments: Environmental, Safety & Health (ESH); Stock Option Plan Committee .
- Independence: Determined independent under NYSE standards; 70% of HEICO’s Board is independent .
- Attendance: 100% for Board and committee meetings in FY2024 .
- Committee activity: ESH met 4 times; Stock Option Plan Committee met 5 times in FY2024 .
- Board leadership: Combined Chair/CEO with rotating lead independent director for executive sessions .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $250,000 | Standard director retainer |
| Committee membership fees | $30,000 | $15,000 per committee; Culligan served on 2 committees (ESH, Stock Option Plan) |
| Committee chair fees | $0 | Not disclosed as chair for Culligan |
| Total fees earned FY2024 | $280,000 | Matches reported director compensation table |
| Required stock purchase | $145,000 | Directors must purchase common stock equal to 58% of annual retainer |
Performance Compensation
- No director stock option grants in FY2024; only Dr. Schriesheim held legacy options as of year-end .
- HEICO’s performance metrics (used for NEO bonuses, not directors) in FY2024 were Net Income, EBITDA, and Cash Flow with 10% YoY targets; actuals exceeded targets on a weighted basis .
| Metric | FY2024 Target ($) | FY2024 Actual ($) | % of Target | Weight |
|---|---|---|---|---|
| Net Income attributable to HEICO | 470,677,000 | 514,109,000 | 109.2% | 40% |
| EBITDA | 834,141,000 | 1,002,230,000 | 120.2% | 30% |
| Cash Flow from Operations | 493,610,000 | 672,370,000 | 125.0% | 30% |
Other Directorships & Interlocks
| Company/Entity | Role | Potential Interlock/Exposure |
|---|---|---|
| CPS Technologies Corporation | Director | External public company; no HEICO-related transactions disclosed |
| SAFRAN (SSA Board) | Board Member | Supplier/customer adjacency in aerospace; no HEICO related-party transactions disclosed |
| M International | Board of Advisors | Advisory; no HEICO related-party transactions disclosed |
Expertise & Qualifications
- Aerospace & Defense; Corporate Governance; General Management; Manufacturing; Public Companies; Science & Technology — as per Board Talent Matrix .
- Extensive international sales, government relations, and strategy execution experience in large-cap aerospace .
Equity Ownership
| Class | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Common (HEI) | 5,470 | <1% | Includes 5,470 Common held by HEICO Leadership Compensation Plan allocated to Culligan |
| Class A (HEI.A) | 11,577 | <1% | Includes 10,354 Class A held by HEICO Leadership Compensation Plan allocated to Culligan |
- Director stock ownership guideline: must purchase $145,000 of HEICO common stock annually (58% of retainer) .
- No pledging or hedging disclosures specific to directors; company notes insider trading policy and absence of hedging by NEOs .
Governance Assessment
- Strengths: Independent status; perfect attendance; active on ESH oversight and Stock Option governance committees; mandated annual share purchases that reinforce alignment; Board committees are fully independent; strong expertise map coverage .
- Compensation governance signals: Compensation Committee adopted performance-based stock option grants and performance-based LCP contributions going forward after shareholder outreach; refrained from option grants in FY2024 — responsive to investor feedback .
- Related-party risk: No transactions disclosed involving Culligan; disclosed related-party items involve Mendelson family members; Finance/Audit Committee reviews such items for arm’s-length terms .
- Say-on-pay context: 2023 pay plan received ~66% approval in 2024; committee enhanced disclosure and performance-tied elements thereafter — supportive of investor confidence trend .
RED FLAGS: None disclosed specific to Culligan (no attendance issues; no related-party ties; no option repricing; independent committee service) .