Robert Leduc
Howmet AerospaceAbout Robert F. Leduc
Robert F. Leduc, age 69, has served as an independent director of Howmet Aerospace since 2020. He is the former President of Pratt & Whitney (2016–Apr 2020) and Sikorsky Aircraft (2015) and held senior leadership roles across United Technologies (UTC/RTX) for 38 years; he received Aviation Week’s Lifetime Achievement Award in 2020 and co-founded the Robert and Jeanne Leduc Center of Civic Engagement at UMass Dartmouth . He holds a B.S. in mechanical engineering from UMass Dartmouth and an honorary doctorate in business from the University of Massachusetts .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pratt & Whitney (UTC) | President | 2016–Apr 2020 | Led jet engine business; deep program execution experience |
| Sikorsky Aircraft | President | 2015 | Helicopter OEM leadership |
| UTC Aerospace Systems | President, Boeing Programs & Space | 2012–2015 | Space and Boeing programs oversight |
| UTC Aerospace Systems | President, Boeing 787, Space Systems & U.S. Gov’t Classified Programs | 2010–2012 | Classified programs management |
| Hamilton Sundstrand | President, Flight Systems & Classified Programs | 2004–2010 | Flight systems leadership |
| Pratt & Whitney | President, Large Commercial Engines & COO | 2000–2004 | Commercial engines P&L responsibility |
| Pratt & Whitney | SVP, Engine Programs & Customer Support | 1995–2000 | Program execution; customer support |
External Roles
| Company | Role | Since | Committees |
|---|---|---|---|
| AAR CORP (NYSE: AIR) | Independent Director | 2020 | Audit; Aviation Safety & Training; Human Capital & Compensation |
| JetBlue Airways (NASDAQ: JBLU) | Independent Director; Audit Committee Chair | 2020 | Audit (Chair); Airline Safety; Finance |
Board Governance
- Committee assignments (HWM): Audit Committee member; Cybersecurity Committee member .
- Committee activity: Audit met 7 times in 2024; Cybersecurity met 4 times in 2024 .
- Board attendance: Board met 6 times in 2024; incumbent directors’ attendance averaged 98.8%; each incumbent director attended at least 75% of aggregate Board/committee meetings; all directors attended the May 2024 annual meeting .
- Independence: Board affirmatively determined all directors other than the CEO are independent; no material relationships found for Leduc .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash (Board + committees) | $129,517 |
| Equity (Stock Awards; RSUs grant date fair value) | $160,036 |
| Total | $289,553 |
- Director fee structure: Lead Director $35,000; Chair fees—Audit $25,000, Compensation $20,000, Other Committee $15,000; $1,200 per meeting for excess special meetings (conditions apply) .
- Changes effective Jan 1, 2025: Annual equity grant increased to $175,000; Lead Director fee to $45,000; Governance & Nominating Chair fee to $20,000 .
Performance Compensation
| RSU Grant Detail (2024 cycle) | Value |
|---|---|
| Grant date | May 24, 2024 |
| Deferred RSUs granted | 1,889 |
| Grant date fair value | $160,036 |
| Pricing basis | $84.72 closing price on grant date |
| Vesting | Earlier of 1-year anniversary or 2025 annual meeting; accelerated vesting for death/change-in-control; pro-rata for other termination |
| Settlement | Deferred; paid in stock upon retirement per Directors Deferred Fee Plan |
- Directors may elect to defer cash fees into fully-vested RSUs or 401(k) investment options (excluding Company stock fund); RSU settlements occur upon retirement (lump sum or installments) .
Other Directorships & Interlocks
| Entity | Relationship to HWM | Potential Interlock Notes |
|---|---|---|
| AAR CORP | Aerospace MRO/services provider | Industry adjacency; committee service on Audit/Human Capital/Safety; no HWM-related person transactions disclosed for 2024 |
| JetBlue Airways | Commercial airline | Industry adjacency/customer-side; Audit Committee Chair enhances cross-industry governance expertise; no HWM-related person transactions disclosed for 2024 |
Expertise & Qualifications
- Aerospace leadership across commercial, military, and space; program execution, long-cycle investments, risk oversight, and talent management; Aviation Week Lifetime Achievement Award (2020) .
- Current affiliations include co-founding civic engagement center at UMass Dartmouth .
- Education: B.S. mechanical engineering; honorary doctorate in business (UMass) .
Equity Ownership
| Ownership Detail (as of Mar 31, 2025) | Amount |
|---|---|
| Shares of Common Stock beneficially owned | — (less than 1%) |
| Deferred Restricted Share Units | 33,926 |
| Deferred Share Units | — |
| Total reported units | 33,926 |
| Aggregate value of HWM stock/units (stock, deferred share units, deferred RSUs) | $4,401,220 |
| Unvested deferred RSUs outstanding at Dec 31, 2024 | 1,889 |
- Stock ownership guideline for directors: $750,000 within 6 years of appointment; Leduc’s aggregate holdings value significantly exceeds guideline .
- Prohibitions: Directors are prohibited from short sales, hedging, margin accounts, and pledging of Company stock; proxy confirms none of the reported shares are subject to pledge .
Governance Assessment
- Alignment signals: Strong equity component (~55% of 2024 director pay) via annual deferred RSUs; robust stock ownership guideline; holdings value ~$4.4M indicate meaningful skin-in-the-game .
- Board effectiveness: Active Audit and Cybersecurity committee service; high overall attendance (98.8% average); independent status affirmed; comprehensive director education and evaluations .
- Compensation governance: Director fees benchmarked to Proxy Peer Group; changes vetted by independent consultant CAP LLC; clawback and recoupment policy administered by Comp & Benefits Committee (company-wide) .
- Conflicts/related party exposure: Company policy governs related person transactions; Governance & Nominating Committee reported no material related person transactions for 2024 despite Leduc’s external roles (AAR/JetBlue), reducing conflict risk perception .
- RED FLAGS: None evident. No pledging/hedging; no related-party transactions; attendance solid; multi-board commitments should be monitored for time demands, but committee meeting counts and attendance suggest adequate engagement .