CURTISS WRIGHT CORP
For the period ended May 8, 2025. Filed Mar 27, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 8, 2025 · Filed Mar 27, 2025
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
| Filed by the Registrant ☒ | |
|---|---|
| Filed by a Party other than the Registrant ☐ | |
| Check the appropriate box: | |
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
CURTISS-WRIGHT CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |
|---|---|
| ☒ | No fee required. |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
Dear Valued Stockholder:
You are cordially invited to attend the annual meeting of stockholders of Curtiss-Wright Corporation to be held on Thursday, May 8, 2025, at Homewood Suites by Hilton, 125 Harbour Place Drive, Davidson, North Carolina 28036, commencing at 1:00 p.m. local time (the “Annual Meeting”).
We intend to hold the Annual Meeting in person again this year. The proxies that we solicit give you the opportunity to vote on all scheduled matters that come before the annual meeting. Whether or not you plan to attend, you can be sure that your shares are represented by promptly voting and submitting your proxy by phone or by internet as described in the following materials. If you want proxy materials mailed to you, you can make a request by completing, signing, dating and returning your proxy card in the postage-paid envelope provided. Please refer to the accompanying Notice of Annual Meeting and Proxy Statement for further important information about the Annual Meeting.
The Notice of Annual Meeting and the Proxy Statement, which follow this letter, provide information concerning matters to be considered and acted upon at the annual meeting. We will present a brief report on our business followed by a question-and-answer period at the annual meeting.
In accordance with rules adopted by the U.S. Securities and Exchange Commission, we are using the internet as our primary means of furnishing proxy materials to our stockholders. Accordingly, most stockholders will not receive paper copies of our proxy materials. We will instead send our stockholders a notice with instructions for accessing the proxy materials and voting electronically over the internet or by telephone. The notice also provides information on how stockholders may request paper copies of our proxy materials. We believe electronic delivery of our proxy materials will help us reduce the environmental impact and costs of printing and distributing paper copies and improve the speed and efficiency by which our stockholders can access these materials.
We are resolutely focused on strengthening our culture and our workplace—putting greater emphasis on talent acquisition and development, and the employee experience. We are committed to ensuring our business practices are sustainable, and we will do our part to support the ongoing initiatives, so the state of our planet and our communities are healthier tomorrow than they are today.
On behalf of your Board of Directors, management, and our employees, I would like to express our appreciation for your investment and continued support. I look forward to your participation in the Annual Meeting.
Sincerely, Lynn M. Bamford Chair and Chief Executive Officer
CURTISS-WRIGHT CORPORATION
130 Harbour Place Drive, Suite 300, Davidson, North Carolina 28036
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the holders of the common stock of Curtiss-Wright Corporation:
Notice is hereby given that the annual meeting of stockholders (the “Annual Meeting”) of Curtiss-Wright Corporation, a Delaware corporation (the “Company”), will be held on Thursday, May 8, 2025, at Homewood Suites by Hilton, 125 Harbour Place Drive, Davidson, North Carolina 28036, commencing at 1:00 pm local time, for the following purposes:
| (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. |
Only record holders of the Company’s common stock at the close of business on March 14, 2025, the record date for the Annual Meeting, are entitled to notice of and to vote at the Annual Meeting. A list of stockholders will be available for examination by any stockholder(s) at the Annual Meeting and during normal business hours at the offices of the Company, 130 Harbour Place Drive, Suite 300, Davidson, North Carolina 28036, during the ten days preceding the Annual Meeting date.
The Company cordially invites all stockholders to attend the Annual Meeting in person. Stockholders who plan to attend the Annual Meeting in person are nevertheless requested to vote their shares electronically over the Internet, by telephone, or if you receive a proxy card in the mail, by signing, dating and returning the proxy card in the postage-paid envelope provided, to make certain that their vote will be represented at the Annual Meeting should they be prevented unexpectedly from attending.
| By Order of the Board of Directors, | |
| March 27, 2025 | George P. McDonald Vice President, General Counsel, and Corporate Secretary |
|---|
IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY SUBMIT YOUR PROXY ELECTRONICALLY OVER THE INTERNET OR BY TELEPHONE, OR IF YOU RECEIVE A PAPER PROXY CARD, PLEASE FILL IN, SIGN AND PROMPTLY RETURN YOUR PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on Thursday, May 8, 2025. A Notice and Proxy Statement and combined Business Review/2024 Annual Report on Form 10-K to security holders are available at: www.proxyvote.com.
TABLE OF CONTENTS
| 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 |
| OTHER MATTERS WHICH MAY BE PRESENTED FOR ACTION AT THE MEETING | 82 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.