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CURTISS WRIGHT CORP

For the period ended May 8, 2025. Filed Mar 27, 2025.

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About this filing

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

CW$463.47+6.8%Stored close · as of Nov 6, 2026
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Contents

PAY VERSUS PERFORMANCE

The following table shows the total compensation for our NEOs for the past four fiscal years, the “compensation actually paid” to our PEO and prior PEO and, on an average basis, our other NEOs (in each case, as determined under SEC rules), our TSR, the TSR of the Aerospace & Defense Select Industry Index over the same period, our Net Income, and our financial performance measure for compensatory purposes, Adjusted Operating Income.

Value of Initial $100 Investment Based On: · Company- Selected Measure
FiscalYear (a)Summary Compensation Table (SCT) Total for PEO (b)Summary Compensation Table (SCT) Total for Prior PEO (b)Compensation Actually Paid to PEO (CAP) (c)Compensation Actually Paid to Prior PEO (CAP) (c)Average Summary Compensation Table (SCT) Total for Non- PEO Named Executive Officers (d)Average Compensation Actually Paid to Non-PEO Named Executive Officers (CAP) (e)Company Total Shareholder Return ($) (f)Peer Group Total Shareholder Return ($) (g)Net Income (in thousands, $) (h)Adjusted Operating Income (in thousands, $) (i)
2024$11,585,909$22,312,596$2,926,279$5,887,828$258.20$159.71$404,978$545,866
2023$8,562,311$13,007,261$2,534,244$3,872,036$161.65$129.25$354,509$493,800
2022$4,462,698$7,890,517$4,654,705$6,383,850$120.65$104.16$294,348$443,078
2021$4,491,811$4,925,333$2,753,543$3,265,294$99.69$109.35$267,159$420,423
2020$8,922,118$6,497,412$2,138,218$1,253,639$83.17$106.45$201,392$375,495
(a)The Pay Versus Performance table reflects required disclosures for fiscal years 2024, 2023, 2022, 2021 and 2020.
(b)For fiscal years 2024, 2023, 2022 and 2021, Lynn M. Bamford was the Principle Executive Officer (PEO) for the Company. For fiscal year 2020, David C. Adams was the Principle Executive Officer (PEO) for the Company.
(c)The Compensation Actually Paid (CAP) was calculated beginning with the PEO’s Summary Compensation Table (SCT) total then deducting the aggregate change in actuarial present value of her/his accumulated benefit under all defined benefit and actuarial pension plans reported in the SCT; deducting the amounts reported in the SCT for performance share and restricted stock unit awards; adding the pension service cost; adding the fair value as of the end of the covered fiscal year of all awards granted during the fiscal year that are outstanding and unvested as of the fiscal year-end; adding the amount equal to the change in fair value as of the end of the covered fiscal year, whether positive or negative, of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year; and adding the amount equal to the change in fair value as of the vesting date, whether positive or negative, of any award granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year. Relative to the PEO’s CAP, the following amounts were deducted from and added to SCT total compensation:

PEO SCT Total to CAP Reconciliation:

Fiscal Year · Summary Compensation Table Total · Deductions from SCT Total for Equity Awards (i) · Deductions from SCT Total for Pension Benefits (ii) · Additions to SCT Total for Equity Awards (iii) · Additions to SCT Total for Pension Service Costs (iv) · CAP
2024$11,585,909-$3,491,250-$2,526,668$16,347,723$396,882$22,312,596
2023$8,562,311-$3,010,000-$864,041$7,958,761$360,230$13,007,261
2022$4,462,698-$2,441,259-$110,837$5,568,041$411,874$7,890,517
2021$4,491,811-$1,636,250-$639,485$2,416,502$292,755$4,925,333
2020$8,922,118-$2,309,978-$3,461,735$2,676,941$670,066$6,497,412
(i)Represents the grant date fair value of equity-based awards granted each year.
(ii)Represents the aggregate change in the actuarial present value of accumulated benefit under pension.
(iii)The additions to the SCT Total reflect the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown.
(iv)The additions to the SCT Total reflect the pension service cost calculated in accordance with the SEC methodology for determining CAP for each year shown.

Supplemental

PEO Equity Component of CAP:

Year · Year End Fair Value of Equity Awards Granted in the Year (i) · Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years (i) · Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year (i) · Total Equity Award Adjustments (ii)
2024$7,567,507$8,570,790$209,427$16,347,723
2023$4,492,413$3,454,852$11,496$7,958,761
2022$3,680,802$1,876,150$11,088$5,568,041
2021$2,283,203$134,440-$1,141$2,416,502
2020$3,213,825-$1,405,645$868,761$2,676,941
(i)The amounts include both Performance Share Units and Restricted Stock Unit awards.
(ii)Total Equity Award Adjustments includes dividend equivalents units earned in each fiscal year. No equity awards failed to meet vesting conditions for the fiscal years.
(d)Each of the five fiscal years presented include the average SCT totals of the Non-PEO Named Executive Officers (NEOs) as applicable in each reporting year. For fiscal year 2024 and 2023, non-PEO Named Executive Officers were: K. Christopher Farkas, Kevin M. Rayment, Paul J. Ferdenzi, and John C. Watts. For fiscal year 2022, non-PEO Named Executive Officers were: David C. Adams, K. Christopher Farkas, Kevin M. Rayment, Paul J. Ferdenzi, and John C. Watts. For fiscal year 2021, non-PEO Named Executive Officers were: David C. Adams, K. Christopher Farkas, Kevin M. Rayment, and Paul J. Ferdenzi. For fiscal year 2020, non-PEO Named Executive Officers were: Glenn E. Tynan, Thomas P. Quinly, Paul J. Ferdenzi, K. Christopher Farkas, and Harry S. Jakubowitz.
(e)The Average Compensation Actually Paid was calculated by averaging the following when applicable, by year, for the non-PEO NEOs; SCT total then deducting the aggregate change in actuarial present value of their accumulated benefit under all defined benefit and actuarial pension plans reported in the SCT; deducting the amounts reported in the SCT for performance share and restricted stock unit awards; adding the pension service cost; adding the fair value as of the end of the covered fiscal year of all awards granted during the fiscal year that are outstanding and unvested as of the fiscal year-end; adding the amount equal to the change in fair value as of the end of the covered fiscal, whether positive or negative, of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year; and adding the amount equal to the change in fair value as of the vesting date, whether positive or negative, of any award granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year. Relative to CAP, the following amounts were deducted from and added to SCT total compensation:

Average Non-PEO SCT Total to CAP Reconciliation:

FiscalYear · Summary Compensation Table Total (i) · Deductions from SCT Total for Equity Awards (ii) · Deductions from SCT Total for Pension Benefits (iii) · Additions to SCT Total for Equity Awards (iv) · Additions to SCT Total for Pension Service Costs (v) · CAP
2024$2,926,279-$688,349-$382,521$3,927,269$105,150$5,887,828
2023$2,534,244-$664,125-$180,323$2,083,304$98,936$3,872,036
2022$4,654,705-$485,155-$131,443$2,106,528$239,215$6,383,850
2021$2,753,543-$1,086,255-$57,090$1,381,658$273,438$3,265,294
2020$2,138,218-$360,814-$975,281$232,461$219,055$1,253,639
(i)The amount in 2022 is inflated due to the lump sum distribution from the Curtiss-Wright Corporation Retirement Benefits Restoration Plan for the prior PEO Mr. Adams.
(ii)Represents the grant date fair value of equity-based awards granted each year.
(iii)Represents the aggregate change in the actuarial present value of accumulated benefit under pension.
(iv)The additions to the SCT Total reflect the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown.
(v)The additions to the SCT Total reflect the pension service cost calculated in accordance with the SEC methodology for determining CAP for each year shown.

Supplemental

Average Non-PEO Equity Component of CAP:

Year · Year End Fair Value of Equity Awards Granted in the Year (i) · Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years (i) · Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year (i) · Total Equity Award Adjustments (ii)
2024$1,491,890$2,374,817$60,562$3,927,269
2023$991,219$1,084,299$7,786$2,083,304
2022$731,409$1,360,288$14,832$2,106,529
2021$1,431,205-$47,701-$1,846$1,381,658
2020$501,969-$455,390$185,882$232,461
(i)The amounts include both Performance Share Units and Restricted Stock Unit awards.
(ii)Total Equity Award Adjustments includes dividend equivalents units earned in each fiscal year. No equity awards failed to meet vesting conditions for the fiscal years.
(f)The amount represents the value of an initial fixed $100 Investment in Curtiss-Wright stock on December 31, 2019 assuming reinvestment of all dividends.
(g)Peer group companies are the Aerospace & Defense Select Industry Index. The amount represents an initial fixed $100 Investment in the Company’s Peer Group on December 31, 2019 assuming reinvestment of all dividends.
(h)Reflects net income in the Company’s Consolidated Statement of Earnings included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2024, 2023, 2022, 2021, and 2020.
(i)Adjusted Operating Income, a non-GAAP measure, is operating income as adjusted for items referenced in the Company’s fourth quarter 2024, 2023, 2022, 2021, and 2020 earnings releases, respectively, furnished to the SEC on February 12, 2025, February 15, 2024, February 22, 2023, February 24, 2022, and February 25, 2021, respectively.

For the fiscal year ending December 31, 2024, the most important financial performance measures used to link compensation actually paid to our NEOs to Company performance are set forth in the table below:

Most Important Financial Performance Measures

Adjusted Operating Income

Adjusted Earnings per Share

Total Shareholder Return

Total Sales Growth

The following graph compares the compensation actually paid to our PEO(s), the average of the compensation actually paid to our non-PEOs and the Company’s TSR performance with the TSR performance of the Aerospace & Defense Select Industry Index. The TSR amount represents the value of an initial fixed $100 Investment in Curtiss-Wright stock on December 31, 2019 assuming reinvestment of all dividends.

Compensation Actually Paid versus Total Shareholder Return

The following graph compares the compensation actually paid to our PEO(s) and the average of the compensation actually paid to our non-PEOs with the Company’s Net Income.

Compensation Actually Paid versus Net Income

The following graph compares the compensation actually paid to our PEO(s) and the average of the compensation actually paid to our non-PEOs with the Company’s Adjusted Operating Income.

Compensation Actually Paid versus Adjusted Operating Income

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.