Maria Zuber
TEXTRONAbout Maria T. Zuber
Maria T. Zuber, 66, has served on Textron Inc.’s Board since 2016 and is currently Chair of the Nominating and Corporate Governance Committee. She is the Presidential Advisor for Science and Technology Policy and the E.A. Griswold Professor of Geophysics at MIT; her prior roles include Vice President for Research (2013–2024) overseeing MIT Lincoln Laboratory and multiple interdisciplinary centers, with deep leadership experience in federal research relationships and climate strategy. She has held leadership roles on ten NASA missions since 1990 and served as co-chair of the President’s Council of Advisors on Science and Technology (2021–2024) and as Chair of the National Science Board (2016–2018). She is determined by Textron’s Board to be independent under NYSE standards and meets Textron’s director stock ownership requirements.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MIT | Vice President for Research | 2013–2024 | Oversaw MIT Lincoln Laboratory and >12 interdisciplinary centers; led MIT Climate Action Plan; managed federal research relationships |
| MIT | Presidential Advisor for Science & Technology Policy; E.A. Griswold Professor of Geophysics | Appointed 2024; faculty since 1995 | Strategic direction for defense/national security labs; external stakeholder representation; trend analysis for state/federal policy |
| National Science Board | Board Member; Chair | 2013–2021; Chair 2016–2018 | NSF governance; national science policy leadership |
| President’s Council of Advisors on Science and Technology (PCAST) | Co-Chair | 2021–2024 | Federal science/technology advisory leadership |
| NASA Missions | Scientific leadership roles | Since 1990 | Leadership on 10 missions; instrumentation/experiment oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bank of America Corporation | Director | Since 2017 | Major U.S. financial institution; Textron director Lionel L. Nowell III also serves as BoA director and Lead Director (since 2021), indicating a board interlock |
Board Governance
- Independence: The Board determined Ms. Zuber is independent under NYSE listing standards, with no relationships impairing independence.
- Committee memberships: Chair, Nominating & Corporate Governance (3 meetings in 2024); Member, Executive Committee (no meetings in 2024).
- Attendance: In 2024, the Board held six regular meetings; each director attended at least 75% of Board and applicable committee meetings, and all standing for re-election attended the Annual Meeting. Independent directors met in executive session at each regularly scheduled Board meeting.
- Lead Independent Director: R. Kerry Clark serves as Lead Director, elected by independent directors for a targeted three-year term with annual ratification.
- Oversight focus: N&CG Committee charter includes oversight of ESG policies/practices significant to Textron; ESG updates are included on each agenda.
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $130,000 | Non-employee director retainer |
| Committee chair fee (N&CG) | $20,000 | N&CG Chair fee |
| Total cash fees | $150,000 | Reported “Fees Earned or Paid in Cash” |
| Annual RSU grant (grant-date fair value) | $165,000 | RSUs issued at 2024 Annual Meeting; one-year vest (deferral optional) |
| Total 2024 director compensation | $315,000 | Sum of cash and stock award values |
| 2025 planned RSU value | $185,000 | RSUs to be issued at 2025 Annual Meeting |
- Deferred compensation: Directors may defer cash fees via the Directors’ Deferred Income Plan into interest-bearing or Textron stock unit accounts.
- Matching Gift Program: Eligible up to $10,000 per year beginning 2025 (1:1 match).
Performance Compensation
- No performance-based pay is disclosed for non-employee directors; RSU grants vest based on service (time-based).
Other Directorships & Interlocks
| Company | Role | Since | Potential Interlock/Notes |
|---|---|---|---|
| Bank of America Corporation | Director | 2017 | Interlock with Textron director Lionel L. Nowell III (BoA director since 2013; Lead Director since 2021) |
- Independence consideration: Donations to third-party organizations linked to other directors were reviewed without impairing independence; no related-party concerns disclosed for Ms. Zuber.
Expertise & Qualifications
- Scientific and technology leadership, including emerging technologies and climate strategy; extensive federal government interface and policy advisory experience.
- Deep understanding of ESG, climate action planning, and oversight of complex research institutions.
- Board governance leadership as N&CG Chair, including board evaluations, structure, and director compensation review.
Equity Ownership
| Category | Amount/Status | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 13,925 | As of Jan 2, 2025; <1% of class |
| Unvested RSUs (not counted in beneficial ownership within 60 days) | 1,756 | Payable in stock; outside 60 days window |
| Directors’ Deferred Income Plan stock units (paid in cash upon separation) | 12,906 | Excluded from beneficial ownership table |
| Ownership guideline | 8× portion of annual cash retainer | All directors currently meet their requirement |
| Anti-hedging/pledging | Prohibited | No pledging; no short sales or derivatives |
Governance Assessment
- Committee leadership and engagement: As N&CG Chair, Zuber oversees governance principles, board/committee evaluations, director compensation reviews, and ESG oversight—key to board effectiveness and alignment with investor priorities.
- Independence and attendance: Independent under NYSE standards, with board-wide strong attendance and regular executive sessions—positive signals for governance quality and oversight rigor.
- Compensation alignment: Director pay structure is balanced between cash and time-based equity; increase in 2025 RSU value to $185,000 reflects market alignment without introducing performance metric risk for directors.
- Ownership alignment: Meets robust stock ownership requirements; anti-hedging/pledging restrictions reinforce alignment and mitigate risk.
- Interlocks: Shared Bank of America board service with Lionel L. Nowell III is a notable interlock; while not a related-party transaction, investors should monitor any material banking relationships for potential perception risks.
- RED FLAGS: None disclosed specific to Zuber—no related-party transactions, pledging, or attendance issues identified.