Curtiss Wright Corp DEF 14A, filed Mar 27, 2025

Curtiss Wright Corp (CW)

DEF 14A 2025-03-27 For: 2025-05-08

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Added on June 12, 2026

About this DEF 14A

Curtiss Wright Corp filed this DEF 14A on March 27, 2025.

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	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

	(1)	To elect the nine director nominees named herein;

	(2)	To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025;

	(3)	To approve on an advisory basis the compensation of the Company’s named executive officers; and

	(4)	To consider and transact such other business as may properly come before the Annual Meeting.

PROXY SUMMARY	1
Voting Matters and Vote Recommendations	1
Director Nominees	2
Corporate Governance Highlights	3
2024 Financial Performance Highlights	3
Executive Compensation Practices Highlights	4
Corporate Sustainability	5
PROXY STATEMENT	9
Purpose	9
Internet Availability of Proxy Materials	9
Information Concerning the Annual Meeting	9
PROPOSAL ONE: ELECTION OF DIRECTORS	12
General Information	12
Overview of Curtiss-Wright’s Current Board of Directors	12
Director Qualifications, Experiences, Backgrounds, and Diversity	13
Information Regarding Nominees	14
Family Relationships	23
Certain Legal Proceedings	23
Compensation of Directors	23
STRUCTURE AND PRACTICES OF THE BOARD OF DIRECTORS	23
Corporate Governance Guidelines and Code of Conduct	23
Meetings of the Board	24
Communication with the Board	25
Director Independence	25
Board Committees	26
Board and Board Committees Self-Evaluation Process	27
Board Leadership Structure	28
Board Role in Risk Oversight	29
Board Oversight of ESG	32
Board Role in Strategic Oversight	32
Succession Planning	32
Director Onboarding and Education	33
Stockholder Nominations for Directors	33
Board Membership Criteria and Selection Process for Director Nominees	35
Board Tenure	36
Stockholder Engagement	36
Audit Committee Report	37
COMPENSATION DISCUSSION AND ANALYSIS	39
EXECUTIVE COMPENSATION	60
PAY RATIO DISCLOSURE RULE	67
PAY VERSUS PERFORMANCE	68
COMPENSATION OF DIRECTORS	73
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	77
PROPOSAL THREE: ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS	79
HOUSEHOLDING OF ANNUAL DISCLOSURE DOCUMENTS	80
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 2026 ANNUAL MEETING	81
2024 ANNUAL REPORT ON FORM 10-K	81
OTHER MATTERS WHICH MAY BE PRESENTED FOR ACTION AT THE MEETING	82

	By Order of the Board of Directors,


March 27, 2025	George P. McDonald Vice President, General Counsel, and Corporate Secretary

Proposal	Board Recommendation	Reasons for Recommendation	More Information
(1) Election of the nine director nominees named herein to a one-year term	FOR ALL	The Board and the Committee on Directors and Governance believe the nominees possess the skills, experience, and qualifications to effectively monitor performance, provide oversight and support management’s execution of the Company’s long-term strategy.	Page 12
(2) Ratification of the independent registered public accounting firm	FOR	Based on their assessment, the Board and the Audit Committee believes that the appointment of Deloitte & Touche LLP is in the best interests of the Company and its stockholders.	Page 77
(3) Advisory vote to approve the compensation of the Company’s named executive officers	FOR	The Company’s executive compensation program incorporates several compensation governance best practices and reflects the Company’s commitment to pay for performance.	Page 79

Name	Age	Director Since	Principal Occupation	Independent
Lynn M. Bamford	61	2021	Chair and Chief Executive Officer, Curtiss-Wright Corporation	No
Dean M. Flatt	74	2012	Former President and Chief Operating Officer, Honeywell International’s Defense and Space business	Yes
Bruce D. Hoechner	65	2017	Former President and Chief Executive Officer, Rogers Corporation	Yes
Glenda J. Minor	68	2019	Chief Executive Officer and Principal, Silket Advisory Services	Yes
Anthony J. Moraco	65	2021	Former Chief Executive Officer and member of the Board of Directors, Science Applications International Corporation	Yes
Admiral (Ret.) William F. Moran	66	2023	President, WFM Advisors, LLC; Former Vice Chief of Naval Operations	Yes
Robert J. Rivet	71	2011	Former Executive Vice President, Chief Operations and Administrative Officer, Advanced Micro Devices, Inc.	Yes
Peter C. Wallace	70	2016	Former Chief Executive Officer, Gardner Denver Inc.	Yes
Lieutenant General (Ret.) Larry D. Wyche	67	2023	Chief Executive Officer, Wyche Leadership and Federal Contracting Consulting; Former Deputy Commanding General, U.S. Army Materiel Command	Yes

Board Independence		Lead Independent Director
● 8 out of 9 director nominees are independent ● 100% independent Board committees ● Chair and CEO is the only management Director nominee		● Consults with Chair regarding setting Board meeting agendas, and consults with all Board committees ● Serves as liaison between the Chair and the independent directors ● Facilitates communication between and among the independent directors and management ● Presides at all Board meetings where the Chair is not present, including executive sessions of the independent directors ● Is available, when appropriate, for consultation and direct communication with stockholders ● Coordinates annual Board performance review of Chief Executive Officer ● Leads the discussion of Board’s self- assessment and evaluation of results

Board Practices		Other Best Practices
● Annual election of directors ● Annual Board and committee evaluations ● Regular executive sessions of non-management directors ● Board participation in executive succession planning ● Annual review of Committee Charters and Corporate Governance Principles ● Robust risk oversight with Board and committee roles		● Comprehensive Code of Conduct and Corporate Governance Principles ● Anti-hedging and pledging policy ● Annual Say-on-Pay Vote ● Robust “clawback” policies for Incentive Compensation, including the adoption of an incentive compensation clawback policy for Section 16 officers pursuant to Dodd-Frank in the event of certain accounting restatements ● Robust stock ownership requirements for directors and executive officers ● Strong pay-for-performance philosophy ● Succession Planning Process

	●	Adjusted organic Sales Growth of 9.3%;

	●	Adjusted Operating Income of $547 million; and

	●	Working Capital as a percentage of Sales of 20.8%.

What Curtiss-Wright Does		What Curtiss-Wright Does Not Do
● Aligns pay and performance using measures of financial and operating performance including use of relative TSR		● No NEO employment agreements ● Does not engage in executive compensation practices that encourage excessive risk
● Balances short-term and long-term incentives using multiple performance measures that focus on profitable top line growth		● No short sales, hedging, or pledging of Curtiss-Wright stock permitted ● No reloading, re-pricing or backdating stock options
● Places maximum caps on incentive payout consistent with market competitive practice		● No tax gross-ups on change-in-control benefits for executives
● Establishes rigorous stock ownerships guidelines for NEOs and Board members including a 50% mandatory hold on net shares until ownership guidelines are met for NEOs		● No dividends on unvested or unearned performance units/shares ● No excessive perquisites
● Maintains robust “clawback” policies for Incentive Compensation, including the adoption of an incentive compensation clawback policy for Section 16 officers pursuant to Dodd-Frank in the event of certain accounting restatements		● No excessive severance and/or change-in-control provisions
● Uses an independent external compensation consultant to review and advise on executive compensation
● Uses double trigger Change-in-Control Agreements for equity vesting under the Company’s Long Term Incentive Plan

	●	California Transparency in Supply Chains Act of 2010

	●	Code of Conduct

	●	Code of Conduct - Suppliers and Customers

	●	Conflict Minerals Policy Statement

	●	Corporate Social Responsibility

	●	Curtiss-Wright Corporation Standards for Suppliers: Environmental, Health and Safety, and Labor and Human Resources

	●	Environmental, Health and Safety Values

	●	Human Trafficking and Slavery

	●	Anti-Slavery and Human Trafficking Statement 2020

	(1)	“FOR” the election as Directors of the nominees proposed (see Proposal One),

	(2)	“FOR” the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025 (see Proposal Two), and

	(3)	“FOR” the compensation of the Company’s named executive officers under the proposal regarding the advisory (non-binding) vote to approve the compensation of the Company’s named executive officers (see Proposal Three).

	Qualifications/Experiences/Backgrounds/Diversity
Director	Audit Committee Financial Expert	Extensive Knowledge of Company’s Business and Industry	Extensive M&A Experience	Broad International Experience	Other Public Company Board Experience	Current or Former CEO	Senior Leadership Experience	Gender/Ethnic/ Race Diversity (a)
Lynn M. Bamford		X				X	X	X
Dean M. Flatt		X	X		X		X
Bruce D. Hoechner		X	X	X	X	X	X
Glenda J. Minor	X	X	X	X	X		X	X
Anthony J. Moraco		X	X		X	X	X
William F. Moran		X					X
Robert J. Rivet	X	X	X	X	X		X
Peter C. Wallace		X	X	X	X	X	X
Larry D. Wyche		X					X	X

Director	Audit Committee		Executive Compensation Committee		Committee on Directors and Governance		Finance Committee
Dean M. Flatt	X		X	(1)
Bruce D. Hoechner					X		X	(1)
Glenda J. Minor	X				X
Anthony J. Moraco			X				X
William F. Moran			X				X
Robert J. Rivet	X	(1)	X
Peter C. Wallace					X	(1)	X
Larry D. Wyche	X				X

	●	Streamline meeting materials to better highlight important information, while maintaining completeness

	●	Allow sufficient time during Board and committee meetings for discussion, debate, in-depth reviews, and executive sessions

	●	Enhance discussion about areas of emerging risk at Board and Audit Committee meetings, including deep dives on key topics at Board risk oversight sessions

	●	Provide educational opportunities during regularly scheduled meetings and through third-party programs

	●	Focus on particular skills, background, and attributes of Board candidates

	●	Convening and presiding over executive sessions attended only by non-employee Directors;

	●	Communicating to the Chief Executive Officer the substance of discussions held during those sessions to the extent requested by the participants;

	●	Serving as a liaison between the Chair and the Board’s independent Directors on sensitive issues;

	●	Consulting with the Chair on meeting schedules and agendas, including the format and adequacy of information the independent Directors receive and the effectiveness of the meeting process;

	●	Overseeing the Board’s self-evaluation process; and

	●	Presiding at meetings of the Board in the event of the Chair’s unavailability.

	●	Employing a multi-layer strategy of defense designed to ensure the safety, security, and responsible use of information and data.

	●	Monitoring of all IT assets, resources, and data 24-hours per day, 7-days per week, 365-days per year by security operations center (SOC).

	●	Performing annual testing of the Company’s incident response plan and cybersecurity posture by a third party.

	●	Incorporating external expertise to manage the SOC, perform penetration tests, cyber-attack simulation exercises, and log management to review anomalies indicating a possible breach.

	●	Maintaining a business continuity program and cyber insurance.

	●	Performing periodic employee simulated phishing campaigns.

	●	Conducting annual cybersecurity and insider threat training for all employees.

	●	The Committee on Directors and Governance, by delegation of the Board, provides primary oversight over the Company’s ESG program generally, including any disclosure related to public emissions and climate-related data, targets, and goals;

	●	The Audit Committee oversees the adequacy and performance of the Company’s ethics program, the Company’s cybersecurity and risk management programs, including the establishment and periodic review of any related internal controls and procedures; and

	●	The Executive Compensation Committee oversees the development, implementation and effectiveness of the Company’s strategies and policies related to human capital management.

	(1)		the name and address of such stockholder,

	(2)		the name of such nominee,

	(3)		the nominee’s written consent to serve if elected,

	(4)		documentation demonstrating that the nominating stockholder is indeed a stockholder of the Company, including the number of shares of stock owned,

	(5)		a representation (i) that the stockholder is a holder of record of the stock of the Company entitled to vote at such meeting and whether he or she intends to appear in person or by proxy at the meeting, and (ii) whether the stockholder intends or is part of a group that intends to deliver a proxy statement to the Company’s stockholders respecting such nominee or otherwise solicit proxies respecting such nominee,

	(6)		a description of any derivative instruments the stockholder owns for which the Company’s shares are the underlying security or any other direct or indirect opportunity the stockholder has to profit from any increase or decrease in the value of the Company’s stock,

	(7)		a description of the extent to which the stockholder has entered into any transaction or series of transactions, including hedging, short selling, borrowing shares, or lending shares, with the effect or intent to mitigate loss to or manage or share risk or benefit of changes in the value or price of share of stock of the Company for, or to increase or decrease the voting power or economic interest of, such stockholder with respect to any shares of stock of the Company,

	(8)		a description of any proxy, contract, arrangement, understanding, or relationship under which the stockholder has a right to vote any of the shares of stock of the Company or influence the voting over any such shares,

	(9)		a description of any rights to dividends on the shares of stock of the Company the stockholder has that are separated or separable from the underlying shares of stock of the Company,

	(10)		a description of any performance-related fees (other than asset-based fee) the stockholder is entitled to based on any increase or decrease in the value of the shares of stock of the Company or related derivative instruments,

	(11)		to the extent known, the name and address of any other stockholder(s) supporting the nomination on the date of the stockholder’s submission of the nomination to the Committee on Directors and Governance,

	(12)		any information relating to the nominee and his or her affiliates that would be required to be disclosed in a proxy solicitation for the election of Directors of the Company pursuant to Regulation 14A under the Securities Exchange Act of 1934, and

	(13)		a description of all direct and indirect compensation, and other material monetary agreements, arrangements, and understandings during the past three years, and any other material relationships between such nominating stockholder or beneficial owner, if any, on the one hand, and the nominee and his or her respective affiliates or associates, or others acting in concert therewith, on the other hand.

	●	High level leadership experience;

	●	Specialized expertise in the industries in which the Company competes;

	●	Demonstrated business acumen or special technical skills or expertise (e.g., auditing, financial, law and aerospace/defense);

	●	Breadth of knowledge about issues affecting the Company;

	●	Ability and willingness to contribute special competencies to Board activities; and

	●	Expertise and experience that is useful to the Company and complementary to the background and experience of other Board members.

	Personal attributes and characteristics:

	●	Personal integrity;

	●	Loyalty to the Company and concern for its success and welfare, and willingness to apply sound independent business judgment;

	●	Awareness of a director’s vital part in the Company’s good corporate citizenship and corporate image; and

	●	Willingness to assume fiduciary responsibilities.

	●	Provide visibility and transparency into the Company’s business, including senior management’s perspectives on the financial and operational performance, capital allocation preferences, key trends impacting its end markets and other industry developments;

	●	Discuss and seek feedback on the Company’s communications and disclosures; issues that are important to stockholders; hear stockholder expectations for the Company; and share the Company’s views;

	●	Discuss and seek feedback on the Company’s executive compensation and corporate governance policies and practices; and

	●	Convey feedback on critical conversations and issues back to senior management and the Board to enhance future disclosure and decision-making.

	AUDIT COMMITTEE OF
	THE BOARD OF DIRECTORS

	Robert J. Rivet, Chair
	Dean M. Flatt
	Glenda J. Minor
	Larry D. Wyche

	●	Lynn M. Bamford, Chair and Chief Executive Officer

	●	K. Christopher Farkas, Vice President and Chief Financial Officer

	●	Kevin M. Rayment, Vice President and Chief Operating Officer

	●	Paul J. Ferdenzi, Vice President (a)

	●	John C. Watts, Vice President - Strategy and Corporate Development

	●	Leveraging the critical mass and the powerful suite of capabilities it built;

	●	Driving operational excellence to improve key financial metrics such as (a) short-term financial metrics, including (i) adjusted operating income, (ii) organic sales growth, and (iii) working capital as a percentage of sales, and (b) long-term financial metrics, including (iv) total sales growth, (v) adjusted earnings per share growth, and (vi) relative total shareholder return; and

	●	Exercising operational and financial discipline to drive higher free cash flow.

	●	2024 annual incentive awards were paid on average at 188% of target for the NEOs with incentives based on Company financial objectives (80%) and individual (20%) performance.

	●	Cash-based performance units for the NEOs for the 2022-2024 performance period were paid at maximum or 200% of target, based on 3-year average total sales growth and 3-year average adjusted earnings-per-share growth.

	●	Performance Share Units payout for the 2022-2024 performance period was at maximum or 200% of target, attributable to the Company’s relative TSR performance to the Company’s peer group.

	●	Curtiss-Wright’s vision of achieving top quartile performance compared to its peer group

	●	Pay outcomes aligned company performance with shareholder interests by targeting NEO total direct compensation opportunities at market median, which provides the opportunity for above median pay for above median performance and below median pay for below median performance

	●	Incentive Metrics and Targets dictated by the Company’s strategic goals that are:

	-	Evaluated annually based on financial performance and outlook

	-	Modified in terms of weighting and mix as Curtiss-Wright’s performance advances towards or enters the top quartile

	-	Reviewed and assessed as business conditions change with exceptions possible when aligned with strategic purposes

	●	Long-Term Incentives (LTI) including equity as a key component thereby aligning 70% of NEO’s LTI grant value with shareholder interests through 3-year performance-based vehicles

	●	Compensation to be a tool for key employee retention and talent development

Chief Executive Officer	Other Named Executive Officers

●	AAR Corp.	●	Kratos Defense & Security Solutions Inc.
●	Ametek, Inc.	●	Mercury Systems Inc.
●	Barnes Group Inc.	●	Moog Inc.
●	BWX Technologies, Inc.	●	Parsons Corporation
●	Crane Co.	●	Teledyne Technologies Inc.
●	Hexcel Corp.	●	TransDigm Group Inc.
●	Huntington Ingalls Industries Inc.	●	Triumph Group Inc.
●	ITT Inc.	●	Woodward Inc.

Groups Involved		Roles and Responsibilities
Executive Compensation Committee		● Determines the compensation levels for all participants including the executive officers annually ● Oversees the administration of the Company’s incentive compensation programs and executive officer salaries. ● Reviews competitiveness and business fit of overall incentive compensation plans, philosophy and policies ● Oversees cost and design of the Company’s retirement plans and recommends changes to the full Board ● Selects, oversees, and directs the activities of the external executive compensation consultant and ensures the independence of such consultant ● Reviews and evaluates compensation plans and arrangements to assess whether they could encourage undue risk taking ● Reviews and approves the personal and financial annual and long-term goals and objectives for the executive officers and the Company, evaluates the executive officers and the Company’s performance in light of those goals and objectives, and determines and approves all annual and long-term incentive compensation of the executive officers based on this evaluation
Board Members		● Oversee design and cost changes to the retirement plans
Independent Committee Consultant		● Provides advice on officer and board of directors compensation matters ● Provides information on competitive market trends in general executive compensation as it impacts officers ● Provides proposals for officer compensation programs, program design, including measures, goal setting, and pay and performance alignment and other topics as the Committee deems appropriate ● Is directly accountable to the Committee, which has sole authority to engage, dismiss, and approve the terms of engagement of the compensation consultant
CEO		● Evaluates performance of the executive officers other than her own ● Makes recommendations to the Committee regarding base salary, annual incentive compensation targets, long-term cash incentive compensation targets, and long-term equity compensation for the executive officers other than herself as well as all other participants in the Company’s incentive plans
Other Executives: CFO, VP of Total Rewards		● Makes recommendations to the CEO and Committee regarding officer annual and long-term incentive plan design and performance metrics ● Provides officer compensation analysis in collaboration with the Committee’s independent consultant ● Provides information and recommendations regarding board of director pay with oversight by the Committee’s independent consultant and the Committee on Directors and Governance

Compensation Component		Role in the Executive Compensation Program
Base Salary		● Provides fixed compensation based on responsibility level, position held, job duties performance, years of experience in the position, and market value
Annual Incentive Compensation		● Motivates and rewards achieving annual financial and operational business objectives that are linked to the Company’s overall short-term business strategy
Long-Term Incentive Program		● Motivates participants to achieve longer-term financial goals that drive shareholder value through three components: 1. Performance-based restricted stock units (metric = relative TSR against the peer group – 40% weighted (provided to certain senior level executives) 2. Cash-based performance units (metrics = total sales growth and adjusted EPS growth) – 30% weighted (provided to all participants), and 3. Time-based restricted stock units (provided to all participants) – 30% weighted ● Promotes stock ownership and aligns incentive awards with stockholder interests ● Rewards achievement of longer-term (three year) business objectives that are linked to the Company’s overall longer-term business strategy and total return to stockholders; whereas the time-based restricted stock unit award encourages retention
Employee Stock Purchase Plan		● Allows substantially all full-time employees the ability to set aside money to purchase stock of the Company ● Promotes stock ownership and aligns employees with stockholder interests
Executive Deferred Compensation Plan		● Permits deferral of compensation in excess of 401(k) statutory limits for tax advantaged savings ● Provides officers and other executives with a savings opportunity comparable to other employees
Traditional Defined Benefit Pension Plan		● Promotes the long-term retention and financial health of employees to remain competitive with industry peers ● Provides a defined benefit taking into consideration years of service, age and compensation Note: The Company’s traditional defined benefit pension plan is closed to new entrants. It will cease to provide accruals to existing participants at the end of 2028.

Compensation Component		Role in the Executive Compensation Program
Restoration (Pension and Savings) Plans		● Provides competitive retirement benefit ● Promotes long-term retention of key executives by providing an increasing value tied directly to length of service Note: The Company’s traditional pension plan is closed to new entrants. It will cease to provide accruals to existing participants at the end of 2028.
401(k) Plan		● Provides all regular domestic employees (full-time and part-time) with the ability to set aside compensation on a pre-tax basis subject to IRS guidelines for investment in various investment vehicles under the plan ● Provides added retirement benefit by way of a competitive matching contribution to those employees not participating in the Company’s traditional pension plan
Limited Executive Perquisites		● Provides a competitive level, business-related benefit to the Company and assists with key aspects of employment: health and financial wellness
Post-Employment Agreements		● Delivers temporary income following an NEO’s involuntary termination of employment. In the case of change-in-control, provides continuity of management.