Robert D. George
About Robert D. George
Independent director since October 2020 (age 69), currently serving as Lead Independent Director and Chair of the Audit Committee. Retired since September 2018 after 21 years at Esterline Technologies Corporation in senior finance roles, including EVP–CFO/Business Development and Secretary; previously CFO/Treasurer & Secretary; and Treasurer/Corporate Controller . He is designated by the Board as an audit committee financial expert and is financially literate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Esterline Technologies Corporation | Special Advisor | Mar 2018–Aug 2018 | Senior finance advisory; transition oversight |
| Esterline Technologies Corporation | EVP–Chief Financial Officer/Business Development and Secretary | Jun 2011–Mar 2018 | Led public company finance, reporting, and BD; CFO accountability |
| Esterline Technologies Corporation | VP–Chief Financial Officer/Treasurer & Secretary | Jun 1999–Jun 2011 | Corporate finance leadership; treasury and governance functions |
| Esterline Technologies Corporation | VP–Treasurer/Corporate Controller | Jun 1997–Jun 1999 | Controllership and treasury operations |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Advanced Integration Technology LP | Director | Current | Board of directors |
| Horizon House | Trustee | Current | Board of trustees (non-profit) |
| Volato, Inc. | Director | Within last 5 years | Prior public company board service |
Board Governance
- Lead Independent Director, presides over executive sessions, acts as liaison between non-management directors, Chair, and CEO; consults on agendas .
- Audit Committee Chair; Audit Committee members currently: Robert D. George (Chair), Jamie J. Ashton, Patrick J. Bartels, Jr.; George and Bartels designated audit committee financial experts; all members financially literate .
- Committee structure and FY2025 meetings: Audit (8), Compensation (4), ESGN (4) .
- Independence: Board determined independence under NYSE standards; George is independent (non-independent: Sikkel, Ashton, Bartels) .
- Attendance: Board held five meetings in FY2025; no director attended fewer than 75% of Board and committee meetings; all directors virtually attended the 2024 annual meeting .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Fees earned or paid in cash (FY2025) | $150,000 | Board member annual retainer $115,000 plus Audit Committee Chair $35,000 |
| Stock awards (grant-date fair value, FY2025) | $27,522 | Annual equity grants for non-employee directors (excluding Glendon/Monarch employees) equate to $125,000 in value, using per-share valuation of $11.40; awards granted as RSUs; value shown reflects ASC 718 grant-date fair value |
| Total (FY2025) | $177,522 | Sum of cash fees and stock awards |
- Director equity grant policy: RSUs equal to $125,000 in value; vesting contingent on continued service through next annual meeting (prorated if partial year) and an additional “Vesting Condition”: earliest of March 31, 2031; a Change in Control; or listing of common stock on a national or approved foreign exchange; Vesting Condition not satisfied as of proxy date .
Performance Compensation
- Directors do not receive cash performance bonuses. Equity grants vest on governance/market events rather than financial targets (see Vesting Condition above) .
- Company AIP (executive bonus plan) metrics and outcomes overseen by the Board/Compensation Committee (context for pay-for-performance culture):
| Business Results Metric | Weighting | Threshold ($000s) | Target ($000s) | Stretch ($000s) | Actual ($000s) |
|---|---|---|---|---|---|
| Adjusted EBITDA | 70% | 148,000 | 185,000 | 222,000 | 208,410 |
| Corporate Operational EBITDA | 30% | 95,256 | 119,071 | 142,885 | 143,816 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Investor representation | Shareholders Agreement entitles Glendon and Monarch to nominate directors; committees may include Glendon/Monarch designees upon request . |
| Committee composition | Audit and Compensation Committees include investor-affiliated, non-independent directors (Ashton – Glendon; Bartels – Monarch); permissible given OTC status but atypical vs. exchange-listed independence requirements . |
| Significant shareholders | Glendon 33.8%, Monarch 24.9%, Owl Creek 15.7% of common stock as of May 1, 2025 . |
Expertise & Qualifications
- Extensive public company CFO experience; financial, accounting, operational expertise across diversified industrial businesses; designated audit committee financial expert; financially literate .
- Brings rigorous oversight to accounting, internal controls, risk management, and auditor independence; signed Audit Committee report affirming oversight and recommendation to include audited financials in FY2025 Form 10-K .
Equity Ownership
| Holder | Shares Beneficially Owned (as of May 1, 2025) | % of Class |
|---|---|---|
| Robert D. George | — | — |
- Hedging/pledging policies: Directors and executive officers are prohibited from hedging, shorting, derivative monetization, and pledging company securities (including margin accounts) .
Governance Assessment
- Strengths:
- Independent Lead Director with clear executive session authority and agenda influence .
- Audit Chair and SEC-defined financial expert; strong financial literacy; robust Audit Committee policy on auditor pre-approval; long-tenured Deloitte auditor oversight .
- Formal prohibitions on hedging and pledging support alignment and risk discipline .
- Concerns/RED FLAGS:
- Audit Committee includes two investor-affiliated, non-independent directors (Ashton, Bartels), which may raise perceived conflicts and independence optics for financial reporting oversight, though within OTC market allowances .
- Related-party dynamics: substantial debt and loans held by investor-affiliated funds; FY2025 aggregate interest paid to affiliate funds approx. $24.4 million; Debt Repurchase Agreement transactions with Monarch-approved by disinterested directors but indicate ongoing financial linkages with significant shareholders .
- Director equity awards contingent on long-dated market/governance events (listing or change in control) rather than near-term performance, and reported beneficial ownership shows no shares—potentially weaker short-term “skin-in-the-game” alignment despite RSU grants .
Overall: George’s credentials and leadership as Lead Independent Director and Audit Chair bolster board effectiveness. However, investor-designee presence on key committees and significant related-party financing relationships warrant ongoing monitoring of independence, audit rigor, and conflict management .