Key Board Committee Oversight Responsibilities

Audit Committee: The Audit Committee of the Board, acting pursuant to its written charter, serves as the principal agent of the Board in fulfilling the Board’s oversight of risk assessment and management, including with respect to major strategic, operational,strategic; operational; financial reporting, compliance,reporting; legal and compliance; cybersecurity, information security, data protection and technology risks (including cybersecurity).risks. The Company’s DirectorVice President, Risk and Compliance (“VP of Internal Audit,Risk”), who reports to the Audit Committee, facilitates the enterprise risk management program in coordination with the Company’s legal departmentdiscussed above, and helps ensure that risk management is integrated into the Company’s strategic and operating planning process. The DirectorCompany’s VP of Internal AuditRisk regularly updates the Audit Committee on the Company’s risk management program throughout the year through discussions of individual risk areas, as well as an annual summary of the enterprise risk management process. The Audit Committee also reviews and receives regular briefings concerning the Company’s information security and technology risks (including cybersecurity), including discussions of the Company’s information security and risk management programs. The Company’s Chief Information Officer leads the Company’s cybersecurity risk management program, which is fully integrated into the overall enterprise risk management program and overseen by the Audit Committee. The Audit Committee reviews with management suchthe risks presented and the steps management has taken to monitor, mitigate, and control such risks. The Chairperson ofIn addition, periodically, but not less than annually, the Audit Committee thenreceives a report from the Company’s General Counsel and the Company’s Chief Ethics Officer relating to, (i) the implementation and effectiveness of the Company’s legal and ethical compliance program and adherence to the Company’s Code of Conduct and (ii) all significant compliance investigations undertaken in the past year. Furthermore, the Company’s General Counsel oversees risks related to, among other areas, global trade compliance, labor and employment, and disputes and litigation, and provides periodic reports to the full BoardAudit Committee on these topics. Moreover, the risks associatedAudit Committee also regularly meets in executive session without management present with the Company’s operations.Director of Internal Audit and the Company’s independent registered public accounting firm to discuss areas of concern. In many instances, the discussion of these risks is integrated within the topics on the Board and committee agendas.

The Company’s Chief Information Officer (“CIO”) leads the Company’s cybersecurity risk assessment and risk management program. The CIO, with over 25 years of experience leading cybersecurity oversight, brings a wealth of expertise and in-depth knowledge instrumental in developing and executing the Company’s cybersecurity program. The Company’s cybersecurity program is fully integrated into the Company’s overall enterprise risk management program. The Company’s VP of Risk works closely with the CIO and his information technology security team to continuously evaluate and address cybersecurity risks in alignment with the Company’s business objectives and operational needs. This integration ensures that cybersecurity considerations are an integral part of the Company’s decision-making processes at every level.

The CIO continually assesses industry best practices, frameworks, and standards, and leverages them to advance the Company’s cybersecurity program. This ongoing knowledge acquisition is crucial for the effective prevention, detection, mitigation, and remediation of cybersecurity incidents. The Company’s cybersecurity risk management program includes the deployment of tools and activities designed to prevent, detect, and analyze current and emerging cybersecurity threats, and plans and strategies to address threats and incidents. Program highlights include:

The CIO plays a pivotal role in informing the Audit Committee, as well as our Chief Executive Officer and other members of the Company’s senior management team, including the Chief Financial Officer, Chief Operating Officer, and General Counsel, on cybersecurity risks. The CIO provides comprehensive briefings to the Audit Committee on a periodic basis, which the Chief Executive Officer and other members of the senior management team attend. This report includes discussions of rapidly evolving cybersecurity threats, cybersecurity incidents, cybersecurity technologies and solutions deployed, major cybersecurity risk areas, and policies and procedures to address those risks and cybersecurity incidents. The report also includes third-party assessments of the Company’s cybersecurity program, which are conducted regularly. The CIO also informs the Chief Executive Officer and other members of the senior management team on a more informal basis of all aspects related to cybersecurity risks and incidents. This ensures that the highest levels of management are kept abreast of the cybersecurity posture and potential risks facing the Company. Any significant cybersecurity matters, and strategic risk management decisions related thereto, are escalated to the Board of Directors, ensuring that they have comprehensive oversight and can provide guidance on significant cybersecurity issues.

Executive Compensation Committee: The Executive Compensation Committee considers risks in connection with its design of compensation programs and equity compensation plans for the Company’s employees, including the executive officers, includingwhile incorporating features that mitigate risk without diminishing the incentive nature of the compensation. The conclusions of this assessment are set forth in the Compensation Discussion and Analysis under the heading “Risk“Risk Consideration in the Overall Compensation Program for 2017”2023” on page 3559 of this Proxy Statement.

Finance Committee: The Finance Committee is responsible for assessing risks related to financing matters such as pension plans, capital structure, capital allocation, currency risk and hedging programs, and equity and debt issuances.issuances, as well as to insurance-related risk management programs.

Committee on Directors and Governance: The Committee on Directors and Governance oversees risk related to the Company’s overall governance, including Board and committee composition, Board size and structure, Directordirector recruitment, director independence, director compensation, ethical and business conduct, and the Company’s corporate environmental, social and governance profile(ESG) profiles and ratings.ratings, including reviewing the adequacy of the Company’s strategy, policies, practices, programs, procedures, initiatives and training as they relate to the environment (including climate change and sustainability), and health and safety. The Committee on Directors and Governance receives periodic briefings on the Company’s ESG efforts and enterprise-level EHS Management System to identify and understand specific risks within the ESG and EHS realms so the Board can stay abreast of both emerging and material ESG and EHS risks that could have a material impact on the Company.

Each Chair of a Board committee delivers a report to the Board, no later than the next scheduled board meeting, regarding matters considered at committee meetings that have taken place since the previous board meeting, including any risks associated with the Company’s operations.

Effectiveness of the Company’s Risk Oversight Approach

The Company believes the division of risk management responsibilities among the Board, its committees and senior management is the most effective approach for addressing the risks the Company faces. The Board believes that its leadership structure facilitates itssupports effective risk oversight of risk by combining Board committees and majority independent Board composition with an experienced ChairmanChair and Chief Executive Officer who has detailed knowledge of the Company’s business, history, and the complex challenges it faces. The ChairmanChair and Chief Executive Officer’s in-depth understanding of these matters and involvement in the day-to-day management of the Company position himpositions her to promptly identify and raise key risks to the Board and focus the Board’s attention on areas of concern. The independent committee chairs and other Directors also are experienced professionals or executives who serve on the various committees involved in assisting with risk oversight and can and do raise issues for Board consideration and review and are not hesitant to challenge management. The Board believes there is a well-functioning and effective balance between the non-management Directors and the ChairmanChair and Chief Executive Officer that enhances risk oversight.

Board Oversight of ESG

The Company believes strong governance and oversight of ESG issues is critical, particularly with respect to the issues that impact the Company’s stakeholders–customers, stockholders, employees, suppliers, and the environment. These ESG elements contribute both to the long-term success of the Company’s business and to the positive impacts the Company can make in society. The Board works closely with the senior management team to oversee ESG at the Company, both directly and through its standing committees dedicated to areas of the program associated with their respective areas of responsibility. Committee oversight responsibilities include:

The health and safety of the Company’s employees is a top priority for the Board, and the Board exercises direct and active oversight over the Company’s health and safety initiatives. The Committee on Directors and Governance and the Board receive regular reports from senior management, including the Company’s Sr. Director of EH&S, who reports to the Company’s Vice President, General Counsel, and Corporate Secretary. The Company has implemented procedures and precautions to ensure the continued safety and well-being of employees. The Company is always looking for ways to improve on compliance standards by utilizing continuous improvement discipline to proactively eliminate risks in the workplace.

Board Role in Strategic Oversight

The Board takes an active role in overseeing senior management’s formulation and implementation of its strategic plan. It receives a comprehensive overview of management’s strategic plan for all the Company’s businesses at least annually, receives regular updates from consultants and other experts on the global capital markets and industrial environment, and receives periodic updates from individual businesses at other regularly scheduled Board meetings throughout the year. The Board provides insight and feedback to senior management, and, if necessary, challenges management on the Company’s strategic direction. The Board also monitors and evaluates, with the assistance of the Chief Executive Officer, the Company’s strategic results, and approves all material capital allocation decisions.

The Board and management are committed to optimizing the allocation of capital resources for future growth. Management regularly evaluates the Company’s portfolio of businesses and potential corporate development opportunities with the input and collaboration of the Board. The Board regularly reviews and assesses the value proposition and risks of any proposed acquisition, as well as whether our existing business segments should be expanded, curtailed, disposed of, or diversified. In addition, the Board’s Finance Committee provides oversight and focuses on the Company’s capital structure, including organic and inorganic investment options aligned with the Company’s strategies, share repurchases, dividends, and capital expenditures. Accordingly, acquisitions and divestitures are part of the Company’s ongoing strategy assessment and execution to maximize long-term stockholder value.

Succession Planning

The Board of Directors recognizes that one of its most important responsibilities is to ensure excellence and continuity in the Company’s senior leadership by overseeing the development of executive talent and planning for the effective succession of the Company’s Chief Executive Officer and the other senior members of the Company’s senior leadership team. This responsibility is reflected in the Company’s Corporate Governance Guidelines, which provide for an annual review of CEO succession planning and management development. The Board oversees the succession planning

process by reviewing and evaluating candidates for successor to the Chief Executive Officer and to assure that senior management has established and maintains a succession planning process for senior executive positions other than the Chief Executive Officer. As part of the succession planning process, the Chief Executive Officer, working with the Board, also reviews and maintains an emergency succession plan for the position of Chief Executive Officer.

In furtherance of the foregoing, the Company’s Chief Executive Officer provides a biennial succession planning report to the Board of Directors, which summarizes the overall composition of the Company’s senior leadership team, including their professional qualifications, tenure, and work experience. The report also identifies internal members of the senior leadership team who are viewed as potential successors to the Chief Executive Officer. Succession planning is also regularly discussed in executive sessions of the Board of Directors. The Company’s directors become familiar with internal potential successors for key leadership positions through various means, including a biennial succession planning report and Board of Directors and committee meetings, and less formal interactions throughout the course of the year.

Additionally, the Board of Directors, with support and recommendations from the Committee on Directors and Governance, oversees the succession of its members. To this end, at least once a year, in connection with the annual director nomination and re-nomination process, the Committee on Directors and Governance evaluates each director’s performance, relative strengths and weaknesses, and future plans, including any personal retirement objectives and the potential applicability of the Company’s mandatory retirement policy for directors (which is set forth in the Company’s Corporate Governance Guidelines). As part of that evaluation, the Committee on Directors and Governance also identifies areas of overall strength and weakness with respect to its composition and considers whether the Board of Directors as a whole possesses core competencies in the areas of accounting and finance, management experience with mergers and acquisitions, risk management, industry knowledge, knowledge of technology and cybersecurity, marketing, digital marketing and social media, international markets, strategic vision, compensation, and ESG, among others.

Director Onboarding and Education

All new Directors participate in the Company’s director onboarding program. The onboarding process includes in-person or virtual meetings with senior leaders to familiarize new directors with the Company’s strategic vision, values, and culture; operational and financial reporting structure; and legal, compliance, and governance framework. Our goal is to assist our new Directors in understanding the Company and developing the skills and knowledge that they need to serve the interests of the Company’s stockholders.

It is important for directors to stay current and informed on developments in corporate governance best practices to effectively discharge their duties, as well as be exposed to information regarding conditions in the end markets where the Company operates to increase the Directors understanding of the Company’s risks and opportunities. The Company provides its Directors updates from both internal and outside industry experts on corporate governance trends and developments as well as in the Company’s end markets and other issues of importance to the Company at regularly scheduled board and committee meetings. The Board also encourages all Directors to participate in continuing director education programs, either individually or together with other Committee members, to help them maintain and enhance their skills and knowledge in carrying out their ongoing responsibilities as directors of a public company. The Directors are reimbursed for their expenses for such programs.

Stockholder Recommendations and Nominations for Directors

Stockholder Recommendations.

The Committee on Directors and Governance will consider stockholder recommendationsnominations for Director nominees. A stockholder desiring the committee to consider his or her Director recommendationnominations should deliver a written submission in accordance with the Company’s By-laws to the Committee on Directors and Governance in care of the Corporate Secretary, Curtiss-Wright Corporation, One130 Harbour Place Drive, Suite 300, Davidson, North Carolina 28036. Such submission must include:

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			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.

In addition, such submission must be accompanied by a written questionnaire with respect to the background and qualification of the nominee and the background of any other person or entity on whose behalf the nomination is being made. Further, the nominee must also provide a written representation and agreement that such nominee (i) is not and will not become party to (x) any agreement, arrangement, or understanding as to how such prospective nominee will act or vote on any issue or question that has not been disclosed to the Company, or (y) any agreement, arrangement, or understanding as to how such prospective nominee will act or vote on any issue or question that could limit or interfere with such nominee’s ability to comply with such nominee’s fiduciary duties, (ii) is not and will not become party to any agreement, arrangement, or understanding with respect to any direct or indirect compensation, reimbursement, or indemnification in connection with service or action as a director, that has not been disclosed to the Company, and (iii) in such person’s individual capacity and on behalf of any beneficial owner on whose behalf the nomination is being made, would be in compliance with all applicable corporate governance, conflict of interest, confidentiality, and stock

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ownership and trading policies and guidelines of the Company. The Committee may require additional information from the nominee to perform its evaluation.

Board Membership Criteria and Selection Process for Director Nominees

In its assessment of each potential nominee,addition to stockholder nominations for Directors, the Committee on Directors and Governance takes into account the nominee’s judgment, experience, independence, and understanding of the Company’s business; the range of talent and experience already represented on the Board; and such other factors that the committee determines are pertinent in light of the current needs of the Company. The committee will also take into account the ability of a nominee to devote the time and effort necessary to fulfill hisconsiders candidates for Board membership as recommended by Directors or her responsibilities as a Company Director.

executive management. The Committee on Directors and Governance does not have a formal written policy with regarduses the same criteria to considering diversity in identifying nomineesevaluate all candidates for directors, but when considering director candidatesBoard membership, whether recommended by Directors, executive management, or stockholders. As it seeks individuals with backgroundsdeems necessary, the Committee on Directors and qualities that, when combined with those of the Company’s

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other directors, provide a blend of skills, experience, and cultural knowledge that will further enhance the Board’s effectiveness. Diversity considerations for a director nomineeGovernance may vary at any time according to the particular areas of expertise being sought as a complement to the existing Board composition. When the need arises, the Company engages independentengage consultants or third-party search firms to identify potential director nominees according to the criteria set forth by the Committee and assist the Committee in identifying and evaluating potential nominees. The Committee on Directors and Governance seeks candidates with the highest professional and personal ethics and values and who will operate in accordance with the Company’s Code of Conduct and corporate governance guidelines. The Committee on Directors and Governance also assesses a diverse poolcandidate’s ability to make independent analytical inquiries, and willingness to devote adequate time to Board duties. Prospective candidates should be committed to representing the long-term interests of qualified candidates.the Company’s stockholders. Moreover, a potential candidate must exhibit an inquisitive and objective perspective, an ability to think strategically, an ability to identify practical problems, and an ability to assess alternative courses of action that contribute to the long-term success of the business. Director nominees should possess at least the following experience, attributes, and characteristics:

	Experience (in one or more of the following):
	•	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, so that an optimal balance and diversity of Board members may be achieved and maintained.
	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.

The Committee on Directors and Governance annually evaluates the performance of the Board, each of the committees, and each of the members of the Board. It also reviews the size of the Board and whether it would be beneficial to add additional members and/or any new skills or expertise, taking into accountconsidering the overall operating efficiency of the Board and its committees. If the Board has a vacancy, or if the Committee determines that it would be beneficial to add an additional member, the Committee will take into accountconsider the factors identified above and all other factors, which the Committee in its best judgment deems relevant at such time. In this process, the Committee on Directors and Governance will consider potential candidates proposed by other members of the Board, by management or by stockholders.

Once an individual has been identified by the Committee on Directors and Governance as a potential candidate, the Committee, as an initial matter, may collect and review publicly available information regarding the individual to assess whether the individual should be considered further. Generally, if the individual expresses a willingness to be considered and to serve on the Board, and the Committee believes that the individual has the potential to be a good candidate, the Committee would seek to gather information from or about the individual, review the individual’s accomplishments and qualifications in light of any other candidates that the Committee might be considering, and, as

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appropriate, conduct one or more interviews with the individual. In certain instances, Committee members may contact one or more references provided by the candidate or may contact other members of the business community or other individuals that may have greater first-hand knowledge of the candidate’s accomplishments. The Committee’s evaluation process does not vary based on whether or not a prospective candidate is recommended by a stockholder, although, as stated above in the section titled “Stockholder Nominations for Directors” on page 34 of this Proxy Statement, the Board may take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held.

Stockholder Nominations. A stockholder desiring to nominate a person as Director should deliver a written submission in accordance with the Company’s By-laws to the Corporate Secretary, Curtiss-Wright Corporation, One Harbour Place Drive, Davidson, North Carolina 28036. Such submission must include the items listed above under “Stockholder Recommendations and Nominations for Directors.” Stockholder submissions for Director nominees at the 2019 annual meeting of stockholders must be received by the Corporate Secretary of the Company no earlier than January 11, 2019 and no later than February 9, 2019. Nominee recommendations that are made by stockholders in accordance with these procedures will receive the same consideration as recommendations initiated by

Board Diversity

Although the Committee on Directors and Governance.Governance does not have a formal written policy regarding considering diversity in identifying nominees for directors, it does believe that maintaining a diverse membership with varying backgrounds, skills, expertise, and other differentiating characteristics promotes inclusiveness, enhances the Board’s deliberations, and enables the Board to better represent all the Company’s constituents. Consequently, in its assessment of each potential nominee, the Committee on Directors and Governance considers the skills and characteristics that the Board seeks in its members as well as consideration of the diversity of the Board as a whole. This review includes an assessment of, among other things, a candidate’s knowledge, education, experience, cultural background, including ethnicity, national origin, gender, sexual orientation, and age, and skills in areas critical to understanding the Company and its business, with a commitment to enhancing stockholder value. Diversity considerations for a director nominee may vary at any time according to the particular areas of expertise being sought as a complement to the existing Board composition. The Company believes its nominees for directors at this Annual Meeting appropriately reflect a diversity of experience and skills and of professional, gender, ethnic and personal backgrounds. The Board is committed to maintaining these different facets of diversity among its members.

Board Tenure

The Board strives to maintain an appropriate balance of tenure and refreshment among directors. The Board believes there are significant benefits from the valuable experience and familiarity with the Company and its people and processes that longer-tenured directors bring, as well as significant benefits from the fresh perspectives and ideas that new directors bring. The average tenure of our director nominees is 6 years. Under the Board’s corporate governance guidelines, Directors are expected to retire from the Board effective at the Annual Meeting after reaching the age of 75. We believe the Board strikes the right balance of longer serving and newer directors.

Stockholder Engagement

The Company approaches stockholder engagement as an integrated, year-round process involving senior management and the investor relations team. The Company welcomes the opportunity to openly engage with its stockholders regarding its performance and strategy, and to obtain insights and feedback on matters of mutual interest. The Board’s and senior management’s commitment to understanding the interests and perspectives of stockholders is a key component of the stockholder engagement strategy. The Board and senior management are committed to acting according to the best interests of the Company and its stockholders.

The Company engages with stockholders throughout the year to:

	•	Provide visibility and transparency into the Company’s business, including senior management’s perspectives on the financial and operational performance, as well as 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

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

Throughout the year, the Company meets with research analysts and institutional investors to inform and share the Company’s perspective on its financial and operational performance through its participation in investor conferences, non-conference roadshows, investor days and other formal events where the Company conducts group and one-on-one meetings. The Company also engages with governance representatives of its major stockholders, through conference calls that occur during and outside of the proxy season.

During 2023, the Company conducted meetings and calls with its top 50 institutional investors representing approximately 40% of the Company’s outstanding stock, resulting in substantive engagements with investors holding a significant portion of the Company’s outstanding stock, in addition to conducting meetings with prospective stockholders. In addition, the Company conducted more than 120 meetings with institutional investors and prospects through industry conferences and non-conference events, and conducted well in excess of 100 separate conversations by phone. Among the many topics discussed during this ordinary course engagement were the Company’s business, long-term outlook, Pivot to Growth strategy, secular growth trends across key end markets, financial condition, governance, capital allocation preferences and other topics of interest to stockholders and prospective stockholders.

The comments, questions and suggestions offered by the Company’s investors were shared with, and discussed by, the full Board, and their perspectives will inform the Board’s decision-making in 2024 and beyond.

The following report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this report by reference therein.

Audit Committee Report

Management is responsible for the financial reporting process, including its system of internal controls, and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. Our independent accountants are responsible for auditing those financial statements and the Company’s internal controls over financial reporting. The Audit Committee is responsible for monitoring and reviewing these processes. The Audit Committee does not have the duty or responsibility to conduct auditing or accounting reviews or procedures. None of the members of the Audit Committee may be employees of the Company. Additionally, the Audit Committee members may not represent themselves to be accountants or auditors for the Company, or to serve as accountants or auditors by profession or experts in the fields of accounting or auditing for the Company. Therefore, the Audit Committee has relied, without

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independent verification, on management’s representation that the financial statements have been prepared with integrity and objectivity and in conformity with generally accepted accounting principles in the United States of America and on the representations of the independent accountants included in their report on the Company’s financial statements.

The oversight performed by the Audit Committee does not provide it with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles, or policies or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the discussions that the Audit Committee has with management and the independent accountants do not assure that the financial statements are presented in accordance with generally accepted accounting principles, that the audit of the financial statements has been carried out in accordance with generally accepted auditing standards, or that our independent accountants are in fact “independent.”

As more fully described in its charter, the Audit Committee is responsible for, among other items, overseeing the integrity of the Company’s financial statements and the financial reporting process, the systems of internal accounting and financial controls, the qualifications and performance of the internal

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audit function and internal auditors, and the annual independent audit of the Company’s financial statements by the Company’s independent registered public accounting firm, Deloitte & Touche LLP. As part of fulfilling its responsibilities, the Audit Committee reviewed and discussed with management and Deloitte & Touche LLP the audited consolidated financial statements for fiscal year 2017,2023, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements, as well as the Company’s earnings releases and quarterly and annual reports on Form 10-Q and Form 10-K prior to filing with the SEC. In addition, the Audit Committee reviewed with management, Deloitte & Touche LLP, and the Company’s Director of Internal Audit, the overall audit scope and plans, the results of internal and external audits, evaluations by management and Deloitte & Touche LLP of the Company’s internal controls over financial reporting and the quality of the Company’s financial reporting. The Audit Committee also discussed with Deloitte & Touche LLP the matters required to be discussed by the statement on Auditing Standard No. 1301,Communications with Audit Committees, as adopted byapplicable requirements of the Public Company Accounting Oversight Board (“PCAOB”). and the SEC. The Audit Committee has also discussed and considered the independence of Deloitte & Touche LLP with representatives of Deloitte & Touche LLP, reviewing as necessary all relationships and services (including non-audit services) that might bear on the objectivity of Deloitte & Touche LLP, and received the written disclosures and the letter required under Rule 3526 of the PCAOB (Communications with Audit Committees Concerning Independence) from Deloitte & Touche LLP. Based on the forgoing, the Audit Committee concluded that Deloitte & Touche LLP is independent from the Company and its management. The Audit Committee schedules separate private sessions, during its regularly scheduled meetings, with Deloitte & Touche LLP and the Company’s Director of Internal Audit, at which candid discussions regarding financial management, accounting, auditing and internal control issues takes place. Deloitte & Touche LLP is also encouraged to discuss any other matters they desire with the Audit Committee, the Director of Internal Audit, and/or the full Board of Directors.

The opinionopinions of Deloitte & Touche LLP isare filed separately in the 20172023 Annual Report on Form 10-K and should be read in conjunction with the reading of the financial statements.

Based upon the Audit Committee’s review and discussions referred to above, the Audit Committee has recommended to the Board of Directors that the audited consolidated financial statements and footnotes be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017,2023, for filing with the SEC.

AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS

Robert J. Rivet,Chairperson
Dean M. Flatt
S. Marce Fuller
Rita J. Heise
Admiral (Ret.) John B. Nathman

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	AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
	Robert J. Rivet, Chairperson S. Marce Fuller Glenda J. Minor Larry D. Wyche

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) details the Executive Compensation Committee’s (“Committee”) decisions regarding the compensation programs and practices as they relate to the Company’s Named Executive Officers (“NEOs”). In 2017, the Company’sThe NEOs were:are identified below along with their offices held during fiscal year 2023:

●	•		David C. Adams, ChairmanLynn M. Bamford, Chair and Chief Executive Officer; Officer

●

Kevin M. Rayment, Vice President and Chief Operating Officer

●

•

Glenn E. Tynan,K. Christopher Farkas, Vice President and Chief Financial Officer; Officer

●	•		Thomas P. Quinly, Vice President and Chief Operating Officer;
	•		Paul J. Ferdenzi, Vice President, General Counsel, and Corporate Secretary; and Secretary

●	•		Harry S. Jakubowitz,John C. Watts, Vice President - Strategy and Treasurer Corporate Development

20172023 Company Financial Performance

Historically, Curtiss-Wright grew its portfolio of products and services through acquisitions supplemented by organic growth. In 2013, the

The Company unveiled the One Curtiss-Wright strategy, which it still follows today, focused on the achievement ofstrives to attain top quartile performance compared with its peer group (as later defined herein)in this CD&A), by concentrating on:

●	•		Leveraging the critical mass and the powerful suite of capabilities it built over the past decade; built;

●	•		Driving operational excellence to improve key financial metrics such as (a) short-term financial metrics, including (i) adjusted operating marginsincome, (ii) organic sales growth, and return on invested(iii) working capital (ROIC);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.

The Company also unveiledmaintains a newdisciplined and balanced capital allocation strategy—strategy–all part of the Company’s effort to improve competitiveness over the long term and generate stronger returns for stockholders.

In 2017,

Despite the Company’schallenges relating primarily to continuing supply chain delivery disruptions, workforce availability issues, and inflationary pressures, the Company performed very well in fiscal 2023, with strong increases in sales, operating income, earnings per share, and free cash flow. As a result, Company performance reinforced its strategy andwas at maximum relative to target against its financial performance remainedmetrics under the annual incentive compensation plan. As a result, bonus payments for the NEOs under the annual incentive program were well above target level pay. In addition, under the long-term incentive plan, the Company was at maximum relative to target against its financial performance metrics under the long-term incentive compensation plan over the past three-year performance period (2021-2023). As a result, cash-based performance units payouts for the 2021-2023 performance period were at maximum of target level pay and TSR was at the 87th percentile of the S&P MidCap 400. The Company believes these results demonstrate the strong resulting inpay-for-performance alignment under its annual and long-term incentive compensation plans.

In 2023, the Company’s three-year total shareholder return (TSR) which ranked fifth amongin the Company’s peer group.87th percentile against the S&P MidCap 400. TSR is the change in the Company’s common stockour Common Stock share price plus dividends from the beginning of the measurement period to the end (three years, 1/1/20152021 to 12/31/2017)2023). Highlights ofThe Company’s 2023 financial performance as measured under the Company’s 2017 performance include:executive compensation plans were as follows:

●

Adjusted organic sales growth of 10.7%.

●

•Adjusted operating income of $494 million.

	●		Operating income increased 10.0% and operating margin increased 40 basis points to 15.0% (which is in the top quartile of the Company’s peer group), based on margin improvement and cost containment initiatives.
	•		Net earnings from continuing operations increased 13.0% to $215 million, or $4.80 per diluted share.
	•		Working capital as a percentage of sales decreased to 18.8% from 21.0%, representing a 220 basis point improvement.
	•		Free cash flow, defined as cash flow from operations less capital expenditures was $336 million for 2017, equating to strong free cash flow conversion of 156% (based on net earnings from continuing operations)23.8%. Free cash flow conversion is calculated as free cash flow divided by net earnings from continuing operations.

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The Company’s financial performance includes adjustments referenced in the Company’s fourth quarter 2023 earnings release furnished to the SEC on February 15, 2024. The Company’s financial performance above excludes the performance of any acquisitions consummated during the performance period.

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The following charts illustrate how the Company compares against the peer group usingS&P MidCap 400 measuring one and three-year indexed TSR as of December 29, 2017:31, 2023. Indexed TSR means the value at the end of the 1 and 3-year measurement periods of a hypothetical $100 invested at the beginning of the periods.

20172023 Incentive Payouts

Incentive

As discussed in the section titled “2023 Company Financial Performance” on page 40 of this CD&A, the Committee believes incentive awards earned by the NEOs for fiscal 20172023 reflect the Company’s strong operating performance and its commitment to pay for performance.

●	•		20172023 annual incentive awards were paid on average 165%at 180% of target for the NEO’sNEOs with incentives based on Company financial objectives (80%) and individual (20%) performance.

●	•		Cash-based performance units for the 2015-2017NEOs for the 2021-2023 performance period were on average 122%paid at maximum or 200% of target, based on 3-year average total sales growth and ROIC. 3-year average adjusted earnings-per-share growth.

●	•		Performance Share Units payout for the 2015-20172021-2023 performance period was at maximum or 200% of target, attributable to the Company’s strong relative TSR performance. performance to the S&P MidCap 400.

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Compensation Practices and Policies

The Committee frequently reviews the Company’s executive compensation program to ensure it supports the Company’s compensation philosophy and objectives and continues to drive corporate performance to achieve the Company’s strategic plan. The Committee continues to implement and maintain best practices for executive compensation. Listed below are some of the best practices the

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Company follows for all participants of the incentive plans and the practices that the Company does not include in its program:

What Curtiss-Wright Does						What Curtiss-Wright Does Not Do
What Curtiss-Wright Does		What Curtiss-Wright Doesn’t Do
•		Align●  Aligns pay and performance using measures of financial and operating performance including use of relative TSR		• ●  Ties NEO payouts to publicly released numbers to ensure transparency in incentive plan payouts.		●  No NEO employment agreements
				•		●  Does not engage in executive compensation practices that encourage excessive risk
•		Balance●  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
				•		●  No reloading, re-pricing or backdating stock options
•		Place●  Places maximum caps on incentive payoutpayouts consistent with market competitive practice		•		●  No tax gross-ups on change-in-control benefits for executives hired after January 2008
•		Establish●  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
•		Include a claw back policy●  Maintains robust clawback policies on all 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 controlchange-in-control provisions
•		Use●  Uses an independent external compensation consultant to review and advise on executive compensation
•		Use
●  Uses double trigger Change in ControlChange-in-Control Agreements for equity vesting under the Corporation’s Long TermLong-Term Incentive Plan
●  Provides incentive-based compensation opportunities throughout most of the organization

Consideration of Say on Pay Results

The Company provides its stockholders an annual advisory vote to approve its executive compensation program under Section 14A of the Exchange Act. At the 20172023 Annual Meeting of stockholders, over 96%92% of shares voted were in favor of the Company’s executive pay programs (commonly known as Say on Pay).

Stockholder input is important to the Committee. The Company regularly solicits input from its major stockholders on the Company’s executive compensation programs. The Company received overall positive feedback regarding the Company’s performance, core compensation structure, and elements of its executive compensation program. The Company’s investors also were enthusiastic about the performance of the Company.

The Committee evaluated these results, considered stockholder feedback received by the Company, and took into account many other factors in evaluating the Company’s executive compensation programs as discussed in this CD&A. The Committee also assessed the interaction of our compensation programs with our business objectives, input from its independent compensation consultant, Frederic W. Cook & Co., Inc. (FW Cook), and review of peer data, each of which is evaluated in the context of the Committee’s fiduciary duty to act as the directors determine to be in the

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best interests of the Company. While each of these factors bore on the Committee’s decisions regarding our NEOs’ compensation, the Committee did not make any material changes to our 2023 executive compensation program and policies as the Committee believes that the 20172023 voting results as well as investor feedback indicate stockholders’ approval of the NEO’s compensation levels, objectives, program design, and rationale.

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Overview of the 20172023 Executive Compensation Program

Compensation Philosophy

The Company’s overall compensation philosophy for all participants and objectives will support and enable:

●	•		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 basedperformance-based vehicles

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

Change in Long-Term Incentive Grant Timing

While our compensation philosophy has not changed, the Company did not make long-term incentive grants to our executive officers in November 2017 as was done in previous years. In an effort to simply and condense the compensation decision making process, the Committee decided to change our annual long-term incentives grant date from November to March, effective March 2018. Moving the grant date to March allows the Committee to evaluate all components of total direct compensation (i.e. base salary, annual incentive compensation, and long-term incentives) at the same time. The change in timing does not result in any executive officers receiving more or less pay. However, in accordance with applicable SEC rules, the Company’s Summary Compensation Table set forth in this CD&A will not reflect long-term incentive grants for 2017 because none were awarded during the year. We fully anticipate that 2018 will see a return to the compensation objectives and levels to which our stockholders are accustomed.

Compensation mix

Historically, to

To reinforce the Company’s pay for performance philosophy, target total direct compensation for each NEO was weighted more towards performance-based compensation. For example, in 2016 and 2015, over 60%two-thirds of targettargeted total direct compensation for the CEO and over 50%greater than one-half for the remaining NEOs was contingent upon performance. However, in 2017, becauseeach NEO and all other participants of the shift in timing of granting long-term incentive awards as discussed above, only 51% of target total direct compensation for the CEO and 41% for the remaining NEOsplans is contingent upon performance which consists of annual incentives, and, therefore, fluctuates with the Company’s financial results. In 2018, the Committee fully expects target total direct compensation to be weighted substantially towards performance-based compensation in-line with historical practice as long-term incentives are expected to be granted in March 2018.results and/or share price. The Committee targets total direct compensation opportunities for the executivegeneral participant group on average to the 50th percentile (median) of the Company’s relevant market and peer data with actual upside and downside pay tied to corresponding performance.

2023 Target Compensation Mix and “Pay at Risk”

Performance-based compensation includes, annual incentives, equity-based performance share units, and cash-based performance units, which account for approximately 65% of the CEO’s total target compensation and on average 56% of the total target compensation for the remaining NEOs.

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Chief Executive Officer		Other Named Executive Officers

The acronyms PSUs, PUPs, and RSUs in the above pie charts mean equity-based performance share units, cash-based performance units, and time-based restricted stock units, respectively, each of which is discussed in more detail later in this CDA.

Competitive market data and peer group data

The Committee analyzed competitive market data from two sources:

	1.		Peer group; and
	2.		Survey data

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1. Peer group; and

2. Survey data

The Committee utilizes both peer group and aerospace and defense industry survey data when evaluating NEO compensation levels. The peer group data is most representative of competitors with similar product lines, markets/markets / industries and relative revenue size. Peer group performance therefore isincentive plan practices are a key relative measure for selecting the Company’s annual incentive plan and performance-based long-term incentive plan metrics. The Committee, with guidance from FW Cook and Management, reviewed but did not change the peer group used for competitive market assessments in late 2016,2022, which informed 20172023 pay decisions. The final 20172023 peer group approved by the Committee consistsconsisted of the following 1718 companies:

	●
• AAR Corp.		AAR Corp. ●	Kratos Defense & Security Solutions Inc.
	●	Aerojet Rocketdyne		•●	Maxar Technologies Inc.
	●	Ametek, Inc.		Moog●	Mercury Systems Inc.
•	●	Barnes Group Inc.		Crane Co. ●	Moog Inc.
	●	BWX Technologies, Inc.		•●	Parsons Corporation
	●	Crane Co.		Orbital ATK Corp. ●	Teledyne Technologies Inc.
•	●	Hexcel Corp.		Cubic Corporation ●	TransDigm Group Inc.
	●	Huntington Ingalls Industries Inc.		•●	Triumph Group Inc.
	●	ITT Inc.		Rockwell Collins Inc.
• ●		EnPro Industries, Inc.		•		Spirit AeroSystems Holdings Inc.
•		Esterline Technologies Corp.		•		Teledyne Technologies Inc.
•		Hexcel Corp.		•		Transdigm Group Inc.
•		IDEX Corporation		•		Triumph Group, Inc.
•		ITT Corp		•		Woodward Inc.
•		Kaman Corporation

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TheWhile the Committee reviews both peer group data and nationally recognized survey data from third party sources, the Committee primarily relies on peer group data for the CEO and CFO, while placing more focus on nationally recognized executive survey data from third party sources for the other NEOs. The Committee believes that due to the smaller number of peer matches and more robust sample size of the surveys, the latter provides more robust and reliable compensation data.data for roles other than the CEO and CFO.

Roles in determining 20172023 Executive Compensation

Summarized in the table below are roles and responsibilities for executive compensation:

Groups Involved				Roles and Responsibilities
Groups  Involved Executive Compensation Committee		Roles and Responsibilities
Executive Compensation Committee		•		Recommends to the full Board●  Determines the compensation levels for all participants including the executive officers other than the Chief Executive Officer and evaluates performance and determines the compensation of the Chief Executive Officer annually
		•		●  Oversees the administration of the Company’s executiveincentive compensation programs and executive officer salaries.
		•		●  Reviews competitiveness and business fit of overall executiveincentive 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 termlong-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 CEO and recommends to the full Board such annual and long-term incentive compensation for the other executive officers based on this evaluation
Board Members		•		Determines the compensation of the executive officers other than the Chief Executive Officer
		•		Oversees●  Oversee design and cost changes to the retirement plans

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Groups  Involved Independent Committee Consultant		Roles and Responsibilities
		•		Takes advice from the Committee, evaluates and approves personal and financial targets for all executive officers other than the Chief Executive Officer
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 hisher 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 himselfherself as well as all other participants in the Company’s incentive plans
Other Executives:CFO,GC		•		●  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

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During 2017,2023, FW Cook did not provide any other services to the Company.Company other than services provided to the Committee as an independent advisor on executive and non-employee director compensation matters. The Committee assessed the independence of FW Cook in accordance with applicable rules of the New York Stock Exchange and the Securities and Exchange Commission regarding independence of advisors to compensation committees. As part of this assessment, the Committee reviewed, among others, the independence and conflict of interest policies of FW Cook as well as FW Cook’s relationship with the Company and the members of the Committee. Based on this review and assessment, it is the Committee and the Company’s belief that the services provided by FW Cook were independent and free from any conflict of interest.

20172023 Compensation Components

Except for the long-term incentives that were not granted in 2017 as discussed above, the

The table below summarizes each of the Company’s 20172023 compensation components and its role in the Company’s executive compensation program.

Compensation Component
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 termshort-term business strategy
Long-Term Incentive Program(In a typical year)		•		●  Motivates NEOsparticipants to achieve longer termlonger-term financial goals that drive shareholder value through three components:
				1. Performance-based restricted stock units (metric = relative TSR)TSR against the peer group – 40% weighted (provided to certain senior level executives)
				2. Cash-based performance units (metrics = total sales growth and ROIC)adjusted EPS growth) – 30% weighted (provided to all participants), and

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Compensation  Component		Role in the Executive Compensation Program
				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 termlonger-term business strategy and total return to stockholders; whereas the time basedtime-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 key executives and 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 2028.

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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 20282028.
401(k) Plan		•		Allows●  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;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,change-in-control, provides continuity of management management.

20172023 Compensation Decisions and the Basis for Decisions

Base Salary

Base salary is intended to compensate theemployees, including our NEOs, for performance of core job responsibilities and duties. Base salary drives other pay components in that it is used to determine target values for annual incentive compensation, long-term incentive compensation, retirement benefit calculations, severance protection, and change-in-control benefits.

The Committee evaluatesdetermines and approves NEO salaries annually and makes recommendations to the Board that reflect the value of the position measured by competitive market data, the NEOs’ individual performance, and the individual’s longer-term intrinsic value to the Company.

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For 2017, two2023, the NEO’s base salaries were modestly increased as shown in the table below:

NEO		2016 Base Salary							2017 Base Salary							% difference
Mr. Adams			$		925,000					$		925,000							0	%
Mr. Tynan			$		542,900					$		559,200							3.0	%
Mr. Quinly			$		625,000					$		625,000							0	%
Mr. Ferdenzi			$		426,600					$		426,600							0	%
Mr. Jakubowitz			$		280,000					$		288,400							3.0	%

NEO		2022 Base Salary				2023 Base Salary				% difference
Ms. Bamford		$	930,000			$	1,000,000				7.5	%
Mr. Rayment		$	600,000			$	624,000				4.0	%
Mr. Farkas		$	550,000			$	583,000				6.0	%
Mr. Ferdenzi		$	515,000			$	533,000				3.5	%
Mr. Watts		$	370,000			$	383,000				3.5	%

Annual Incentive Compensation

For 2017,2023, the NEOs participated in the Curtiss-Wright Incentive Compensation Plan, as amended (“MICP”ICP”), which is a broad-based management incentive plan that was last approved by the CompanyCompany’s stockholders in May 2011.2023.

The Company believes that an important portion of the overall cash compensation for all participants in the NEOsincentive programs should be contingent upon the successful achievement of certain annual corporate financial and individual goals and objectives that contribute to enhanced shareholder value over time. Accordingly, 80% of the NEO’seach participant’s annual incentive target is tied to financial performance, while the remaining 20% is tied to significant individual goals and objectives.

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Similar to the process described above to determine annual base salaries, the Committee annually establishes a target bonus opportunity for each NEO. For 2017,2023, each NEO had the following target bonus opportunity:

NEO		20172023 Target Bonus (% of Base Salary)
Mr. Adams Ms. Bamford			120	105	%
Mr. Tynan					75	%
Mr. Quinly Rayment			80	75	%
Mr. Ferdenzi					65	%
Mr. Jakubowitz Farkas			80	45 %
% Mr. Ferdenzi			70	%
Mr. Watts			50	%

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For the 2017 MICP,2023 ICP, the Committee, in consultation with Management and FW Cook selected three financial measures and key individual performance-based objectives for all NEOs as summarized in the table below, which includes respective weightings and rationale for each measure:

Goal		Weighting						Rationale
Goal Corporate OperatingIncome; “OI”(a)		30%		Weighting		Rationale
Corporate Operating Income; “OI”		20%		• • •		●  Requires management to increase profitability ●  Is easily understood, measurable, and reflects management’s performance ●  Is a key driver of Company business strategy
				•		●  Is correlated with the Company’s TSR
Operating Margin; “OM” Organic Sales Growth;“OSG”		20%		30%●  Long-term driver of shareholder value		•		Requires management to achieve profitability goals through effective margins
				•		●  Is easily understood, measurable, and reflects management performance
				•		●  Is a key driver of overall Company success and TSR
Working Capital; “WC”		30%		30%		•		●  Requires management to reduce its working capital as a percentage of sales
						•		Every one percent decrease in WC equals $23MM in free cash flow
						•		●  Free cash flow enhances shareholder value by allowing Curtiss-Wright for example, to pursue acquisitions, pay dividends, and buy back stock
Individual Objectives		20%		20%		•		●  Requires a portion of the annual incentive to be based on performance objectives for which each executive is directly responsible
				•		●  Allows for differentiation of awards based on individual contributions
				•		●  Supports leadership development and succession planning

(a)   Adjusted metric.

MICPICP Formula

Payout = (20%(30% of Target x OI Performance Rating) + (30%(20% of Target x OMOSG Rating) + (30% of Target x WC Rating)

+ (20% of Target x Individual Rating)

Any adjustments are reviewed by FW Cook, approved by the Committee, and audited by our external and internal audit staff. These adjustments ensure that Management makes decisions based on the best interests of the Company and stockholders. In 2017,2023, the Committee made no adjustments to the financial performance results of the Company.Company other than those that were reflected in the Company’s year-end financial press released furnished to the SEC on February 15, 2024.

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Goal Setting Process

Annual MICPICP financial performance goals are developed through a rigorous goal setting process to test the validity of the Company’s performance objectives. In reviewing and setting performance targets, the Committee considers the Company’s five- yearfive-year strategic plan, annual budget, the Company’s compensation structure, historical and forecasted performance for the Company and its peer group, analyst estimates of prospective performance of the Company and its peer group, and the Company’s cost of capital.capital, and industry headwinds and significant uncertainty in the macro-economic environment, including supply chain disruptions, high inflation, and a tight labor market. Individual goals are developed independently between the respective NEO and the CEO. Individual’s goals of the CEO and each other NEO are then presented along with their rationale to the Committee for consideration and approval. The CEO’s individual goals are established with the Committee’s input and approval while the Board approves all other NEOs individual goals. All goals are tied to strategic business needs for the coming year and are pushed down through the organization to align all incentive pay participants

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with Company goals and objectives. The Committee believes that this approach provides consistency and continuity in the execution of the Company’s short-term goals as well as a strategic tie to the accomplishment of the Company’s long-term objectives.

The goals set by the Committee are designed to provide correlating pay for performance while targeting to the 50th percentile. For pay above the 50th percentile, there must be a corresponding level of performance.

20172023 Annual Incentive Compensation (MICP)(ICP) Payout

No incentive is paid if performance falls below threshold, and payouts are capped and may not exceed 200% of target.

For 2017,2023, the range of OI ($) performance was:

OI Range of Performance		Corporate
Threshold			$		291,000,000	423,385
Target			$		323,358,000	470,428
Maximum			$		337,000,000	493,949

For 2017,2023, the target range of OMOSG (%) performance was:

OM (%)OSG Range of Performance		Corporate
Threshold					13.6	%	2.0%
Target					14.8	%	5.0%
Maximum					15.3	%	6.0%

For 2017,2023, the target range of WC (% of Sales) performance was:

WC Range of Performance		Corporate
Threshold					25.0	%	28.5%
Target					22.2	%	25.9%
Maximum					19.8	%	24.6%

Individual objectives are generally measurable and weighted based on their relative importance to the goals of the business unit and the overall success of the Company. Individual objectives can be quantitative or more subjective as long as they support operational success and reflect management’s strategy. The Committee reviews each NEO’s individual performance. The CEO provides a rating between 1 (one) and 5 (five) for each objective for each NEOof the NEOs’ objectives other than himself.herself. A performance rating of 3 (three) equates to 100% of target achievement; a 5 (five) represents 200% of target, or maximum achievement; and a 2 (two) represents 50% of target, or threshold achievement. A participant does not receive an award under the individual component of the ICP for a rating of less than two. Each objective is multiplied by its weighting and then totaled for an overall rating. The overall rating is then multiplied against 20% of the NEO’s MICPICP target award to derive a payout.

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Individual Goal		Mr. Adams														Mr. Tynan														Mr. Quinly														Mr. Ferdenzi														Mr. Jakubowitz
		Weight							Rating							Weight							Rating							Weight							Rating							Weight							Rating							Weight							Rating
Plan for Strategic Growth					50	%						4.0
Senior management succession planning					50	%						3.5																					25	%						3.5
Business/Tax Planning																			50	%						3.5																																			50	%						3.5
Financial management of key metrics—Days Payable Outstanding and Days Sales Outstanding																			50	%						3.5
Best practices review of the Legal Department																																															50	%						4.0
Introduce Total Compensation Review																																															50	%						4.0
Lead Talent organization																																	25	%						4.0
Drive growth initiatives																																	25	%						3.3
Staff professional development																																	25	%						4.0
Reduce effective tax rate																																																													50	%						3.5
Total Score (% of target)		3.8 (140%)														3.5 (125%)														3.7 (135%)														4.0 (150%)														3.5 (125%)

Individual specific goals for NEOs in 2023 related to investor outreach, strategic sales growth (organic and inorganic), talent management and acquisition, contract risk management, implementing and benchmarking ESG, climate, and new executive compensation disclosure, and implementing financial management systems.

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In order to assess the NEOs’ individual performance, the Committee is generally provided with detailed supporting documentation. In awarding a rating to each NEO, the Committee analyzes this supporting justification, and also takes into account the Company’s overall performance and the assessment of the Chief Executive Officer.

In assessing each NEO’s performance against his individual goals, the The Committee considered the following:following achievements when determining the individual component payout of each NEO:

●

The Committee determined that Ms. Bamford achieved a score of 3.8 (140%) based on her successful efforts in (i) planning and executing a strategy to position the Company to increase sales growth (organic and inorganic), and (ii) establishing and maintaining effective lines of communications with stockholders and the investment community, including with respect to ESG;

 

	●
Named Executive Officer		Accomplishments
David C. Adams		•		His strategic plan forThe Committee determined that Mr. Rayment achieved a score of 3.2 (110%) based on his successful efforts in (i) planning and executing a strategy to increase organic sales growth, and focus on future target markets
		•		His review of key development plans and identification of potential successors to key roles
Glenn E. Tynan		•		His effort to model impact of tax changes and to maximize the positive impact on the organization
		•		His leadership in the effort to materially increase working capital efficiency
Thomas P. Quinly		•		His review of key development plans and identification of potential successors to key roles and to develop future operational leadership within the Company
		•		His effort in(ii) developing and implementing strategic plansstrategies and procedures to driveattract, retain, and motivate key employees;

●

The Committee determined that Mr. Farkas achieved a score of 3.5 (125%) based on his successful efforts in (i) implementing a new financial management system to enhance efficient forecasting and reporting, and (ii) implementing and benchmarking ESG disclosure;

●

The Committee determined that Mr. Ferdenzi achieved a score of 3.9 (145%) based on his successful efforts in (i) evaluating and identifying a contract management system to assist in managing contractual risk, and (ii) implementing and benchmarking climate and new executive compensation disclosure; and

	●	The Committee determined that Mr. Watts achieved a score of 4.0 (150%) based on his successful efforts in planning and executing strategies to increase organic and inorganic sales growth
		•		His effort in leading global talent organization to become best in class
Paul J. Ferdenzi		•		His effort to align all elements of compensation planning within the organization
		•		His effort to create best in class Legal Department
Harry S. Jakubowitz		•		His effort to help lower the Company’s overall effective tax rate
		•		His effort to understand the impact of proposed tax changes and maximize the positive impact on the organization growth.

The following table details the 2017 MICP2023 ICP payout to each NEO based on actual financial results for the Company versus target and each NEO’s 20172023 individual performance rating. Payouts are based on base salary rate for portions of the year due to any mid-year base salary increases as discussed above. With regard to the financial payout for the Company, the Company exceededperformed well above its targets on all three financial measures,targets, which resulted in the payouts in the table below.

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In no event may MICPICP awards for participants be increased on a discretionary basis; however, the Committee does have the discretion to decrease the amount of any award paid to any participant under the MICP.ICP. For 2017,2023, the Committee exercised no suchdid not exercise any downward discretion.

NEO		Target %		Goal		Weight		Actual Result		2017 MICP Payout as % of Target							2017 MICP Payout ($)
Mr. Adams		105%		Individual Portion		20%		3.8					140	%				$		271,950
				OI Portion		20%		$333M					167	%				$		324,398
				OM Portion		30%		15.1%					163	%				$		474,941
				WC Portion		30%		18.6%					200	%				$		582,750
				Total Payout		100%												$		1,654,039
Mr. Tynan		75%		Individual Portion		20%		3.5					125	%				$		104,027
				OI Portion		20%		$333M					167	%				$		138,980
				OM Portion		30%		15.1%					163	%				$		203,477
				WC Portion		30%		18.6%					200	%				$		249,665
				Total Payout		100%												$		696,150
Mr. Quinly		75%		Individual Portion		20%		3.7					135	%				$		126,563
				OI Portion		20%		$333M					167	%				$		156,563
				OM Portion		30%		15.1%					163	%				$		229,219
				WC Portion		30%		18.6%					200	%				$		281,250
				Total Payout		100%												$		793,594
Mr. Ferdenzi		65%		Individual Portion		20%		4.0					150	%				$		83,187
				OI Portion		20%		$333M					167	%				$		92,615
				OM Portion		30%		15.1%					163	%				$		135,595
				WC Portion		30%		18.6%					200	%				$		166,374
				Total Payout		100%												$		477,771
Mr. Jakubowitz		45%		Individual Portion		20%		3.5					125	%				$		32,191
				OI Portion		20%		$333M					167	%				$		43,007
				OM Portion		30%		15.1%					163	%				$		62,965
				WC Portion		30%		18.6%					200	%				$		77,257
				Total Payout		100%												$		215,419

NEO		Target % of Base Salary		Goal		Weight		Actual Result		2023 ICP Payout as % of Target		2023 ICP Target ($)				2023 ICP Payout ($)
Ms. Bamford		120%		Individual Portion		20%		3.8		140%		$	240,000			$	336,000
				OI Portion		30%		$494M		199%		$	360,000			$	716,400
				OSG Portion		20%		10.7%		200%		$	240,000			$	480,000
				WC Portion		30%		23.8%		200%		$	360,000			$	720,000
				Total Payout												$	2,252,400
Mr. Rayment		80%		Individual Portion		20%		3.2		110%		$	99,840			$	109,824
				OI Portion		30%		$494M		199%		$	149,760			$	298,022
				OSG Portion		20%		10.7%		200%		$	99,840			$	199,680
				WC Portion		30%		23.8%		200%		$	149,760			$	299,520
				Total Payout												$	907,046
Mr. Farkas		80%		Individual Portion		20%		3.5		125%		$	93,280			$	116,600
				OI Portion		30%		$494M		199%		$	139,920			$	278,441
				OSG Portion		20%		10.7%		200%		$	93,280			$	186,560
				WC Portion		30%		23.8%		200%		$	139,920			$	279,840
				Total Payout												$	861,441
Mr. Ferdenzi		70%		Individual Portion		20%		3.9		145%		$	74,620			$	108,199
				OI Portion		30%		$494M		199%		$	111,930			$	222,741
				OSG Portion		20%		10.7%		200%		$	74,620			$	149,240
				WC Portion		30%		23.8%		200%		$	111,930			$	223,860
				Total Payout												$	704,040
Mr. Watts		50%		Individual Portion		20%		4.0		150%		$	38,300			$	57,450
				OI Portion		30%		$494M		199%		$	57,450			$	114,326
				OSG Portion		20%		10.7%		200%		$	38,300			$	76,600
				WC Portion		30%		23.8%		200%		$	57,450			$	114,900
				Total Payout												$	363,276
				Aggregate Payout												$	5,088,203

Key Changes to the Annual Incentive Compensation Design for 20182024

There were no changes made to the MICP goalsICP metrics and weightings for 2018. However, to emphasize the Company’s focus on growth, weightings2024. They will shift 10 percentage points from operating margin to operating income. The revised weightings will beremain working capital as a percent of sales (30%), operating income (30%), operating marginorganic sales growth (20%), and individual goals (20%).

Long-Term Incentive Program

The Company’s long-term incentive plan (“LTIP”) is designed to ensure its executive officers and key management employees are focused on longer-term stockholder value creation through incentive compensation that rewards for longer-term (i.e., three years or more) performance. As discussed above, there were no LTIP grants made in 2017.

Historically, in

In determining the 2023 LTIP grants, the Committee considered the following factors:

●	•		Continued focus on creating stockholder value to more closely align pay with performance executive compensation and stockholder outcomes

●	•		Targeting executives’ pay opportunities competitively with the market median

●	•		Rewarding each individual for his or her direct contribution to revenue and profitability of the business

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Key Changes toListed below are the 20182023 target LTIP Design and Grants

As discussed above, there were no LTIP grants made in 2017. Historically, the LTIP grants for NEOs consisted of equity-based performance share units (“PSUs”), cash-based performance units

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(“PUs”), and time-based restricted stock units (“RSUs”). When we resume with our annual granting practice in March of 2018, we fully anticipate using the long-term vehicles and metrics that we have relied upon historically except thatvalues for the 2018-2020NEOs:

NEO		2023 LTIP Value as   % of Base Salary
Ms. Bamford			430	%
Mr. Rayment			225	%
Mr. Farkas			210	%
Mr. Ferdenzi			165	%
Mr. Watts			75	%

If the NEOs drive Company performance period, to emphasize the Company’s focus on growth, the weighting for PUsthat achieves target levels, payouts will shift 10 percentage points from return on invested capital (ROIC) to total sales growth (organic and inorganic) soresult in values that ROIC and total sales growth are evenly split 50:50. approximate market median LTIP payments.

2023 Long-Term Incentive Compensation

The Committee believes the award mix summarized in the (table below) will providetable below provides the proper amount of leverage in the LTIP program. The LTIP components will balance the multiple interests of 1) significant pay at risk, 2) stockholder interests, 3) retention, and 4) internal and external performance goals. The three components chosen will each accomplish a different “mission” in terms of incenting NEO performance. LTIP equity awards are typically made in March, during an open trading window after the Company’s February release of year-end earnings. Awards are neither timed to relate to the price of our stock nor to correspond with the release of material non-public information.

Long-Term Incentive Component (Weight)		Performance Condition/Vesting Schedule						Objective of Design
Long-Term Incentive Component (Weight)
PSUs (40%)		●  Three-year relative TSR against the peer group		Performance Condition/Vesting Schedule		Objective of Design
PSUs (40%)		•		Three-year relative TSR		•		●  Aligns pay with relative TSR
						•		●  Aligns NEOs’ with shareholders’ interests
PUsPUPs (30%)		•		●  Three-year average ROIC (weighted 50%) and three-year average total sales growth (weighted 50%60%)		• and three-year average adjusted EPS growth (weighted 40%) against objectives		●  Focus on internal goals linked to long-term business strategy
						•		●  Use of cash to mitigate dilution and burn rate concerns
						•		●  Aligns NEOs’ with shareholders’ interests
RSUs (30%)		•		●  Cliff vest 100% on the third anniversary of the date of grant		• •		●  Retention ●  Stock ownership
						•		●  Strengthens alignment with shareholders

Performance Share Units

Historically, the

The target number of PSUs granted is calculated by multiplying the total dollar value of the LTIP grant by the percentage of LTIP grant allocated to PSUs (40% for 2018) and dividing by the closing price of the Company’s common stock as reported on the New York Stock Exchange on the date of the grant.

The payout is determined based on the table below in relation to peer performance. The Company has capped payout at 100% if absolute TSR is negative.

								PSUs 2023-2025 Performance Period
		TSR vs. Peer Percentile Rank Group			Payout as a % of Target (1)
Maximum					≥ 75th			200	%
Target		200	%
Target					50th							100	%
Threshold			100	%
Threshold		25th			50	%
Below Threshold		25	%
Below Threshold < 25th			0	< 25th							0	%

 

(1) Linear interpolation will apply for performance between disclosed payout levels.

	(1)		Linear interpolation for performance between disclosed payout levels 52

Cash-Based Performance Units

Historically, the

The target number of PUsPUPs granted is calculated by multiplying the total dollar value of the LTIP grant by the percentage of LTIP grant allocated to PUs (30% for 2018).PUs.

As discussed above, the performance targets will be based 50% on three-year average total sales growth and 50% on three-year average ROIC. The Company believes that total sales growth and ROIC are long-term drivers of stockholder value.

	•		ROIC is calculated as net operating profit after tax (excluding interest expense and other income) divided by average capital (beginning of year and end of year debt and equity)

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	•		Total sales growth is calculated by computing the average of the percentage increases in sales in each of the years within the performance period. The calculation excludes the effects of foreign currency translation as well as divestitures for which there is no comparable period.

The number of units vesting can range from 0% to 200% of target. Performance targets for each goal are established at the beginning of the performance period.

Restricted Stock Units

Historically, the

The number of RSUs granted is calculated inby multiplying the same mannertotal dollar value of the LTIP grant by the percentage of LTIP grant allocated to RSUs and dividing by the closing price of the Company’s common stock as target numberreported on the New York Stock Exchange on the date of PSUs andthe grant. RSUs cliff vest in three years.

2015-20172021-2023 Long-Term Incentive Compensation Payouts

Performance Share Units

In February 2018,2024, a PSU payout was made to the NEOs for the November 2014February 2021 PSU grants covering performance for 2015-2017.2021-2023. The payout for PSUs for the performance period 2015-20172021-2023 was a 200% payout based on achievement of relative TSR at the peer group’s 81st87th percentile which ranked fifth among peers.of the S&P MidCap 400.

Cash-Based Performance Units

In February 2018,2024, a cash-based performance unit payout was made to Messrs. Adams, Tynan, Quinly, Ferdenzi, and Jakubowitzthe NEOs based on the 2014 Performance Unitcash-based performance unit grants covering the 2015-20172021-2023 performance period. AwardsThe 2021-2023 performance targets were based upon achievement of the Company’s60% on three-year average total sales growth and its40% on three-year average return on invested capital (ROIC).adjusted earnings per share (EPS) growth. The Company believes that total sales growth and adjusted EPS growth metrics are long-term drivers of stockholder value. No incentive is paid if performance falls below Threshold, and payouts are capped and may not exceed 200% of target.

●

Adjusted EPS is calculated as net earnings from continuing operations as adjusted for the items (which is agreed by the Executive Compensation Committee) described in our publicly available annual earnings release on Form 8-K divided by the number of weighted average diluted shares outstanding.

●

Total sales growth is calculated by computing the average of the percentage increases in sales in each of the years within the performance period.

For the 2015-20172021-2023 performance period, the target range of average total sales growth and ROICadjusted EPS growth performance was:

		Sales Growth (%)							ROIC (%)
Threshold					0.0							7.9
Target					3.0							10.4
Maximum					6.0							13.5

		Total Sales Growth (%)				Adjusted EPS   Growth (%)
Threshold			3.0	%			4.0	%
Target			5.0	%			6.0	%
Maximum			7.0	%			8.0	%

The NEO awards are listed in the Summary Compensation Table in this Proxy Statement under the heading “Non-Equity Incentive Plan Compensation” and detailed below.

The following table details results for the Company’s cash-based performance unit payouts granted in November 2014.March 2021. The performance period 2015-20172021-2023 resulted in performance of 12.6%13.9% for ROICadjusted EPS growth and 0.2%7.7% for total sales growth. This equates to a 170%200% payout based on adjusted EPS growth performance and a 53%200% payout respectively,based on total sales growth performance, for a total payout percentage of 122%200%.

		Target Performance Units							Payout Percent							Performance Unit Payout
Adams			$		765,000							122	%				$		933,300
Tynan			$		301,310							122	%				$		367,598
Quinly			$		360,000							122	%				$		439,200
Ferdenzi			$		140,400							122	%				$		171,288
Jakubowitz			$		54,600							122	%				$		66,612

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NEO		Target Performance Units				Payout Percent				Performance Unit Payout
Ms. Bamford		$	701,250				200	%		$	1,402,500
Mr. Rayment		$	330,000				200	%		$	660,000
Mr. Farkas		$	213,750				200	%		$	427,500
Mr. Ferdenzi		$	225,525				200	%		$	451,050
Mr. Watts		$	57,852				200	%		$	115,704

Key Changes to the 2024 LTIP Design and Grants

There were no changes made to the LTIP award mix, metrics, and weightings for 2024. LTIP grants consisted of equity-based performance share units (“PSUs”), cash-based performance units (“PUPs”), and time-based restricted stock units (“RSUs”).

Employee Stock Purchase Plan

The Company’s NEOs, along with substantially all other full time Company employees, are eligible to participate in the Curtiss-Wright Corporation Employee Stock Purchase Plan (“ESPP”). The purpose of the ESPP is to encourage employees of the Company and its subsidiaries to increase their ownership in the Company’sour Common Stock. To achieve this purpose, the ESPP provides all

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participating employees with the opportunity to purchase the Company’sour Common Stock through a payroll deduction at a 15% discount of the market value of the stock, unless (i) the employee owns more than 5% of the Company’sour Common Stock or (ii) the employee has the right to purchase under all Company employee stock purchase plans Companyour Common Stock under the plan that would accrue at a rate which exceeds $25,000 in fair market value for each calendar year in which such right to purchase is outstanding. The ESPP is offered in six-month“offering periods”commencing on January 1 and ending on June 30 (or if on a weekend the preceding trading day) and commencing on July 1.1 and ending on December 31 (or if on a weekend the preceding trading day) of each year. At the end of each offering period, participant contributions are used to purchase a number of shares of common stockCommon Stock (subject to IRS limits), in an amount equal to 85% of the fair market value of the common stockCommon Stock on the last day of each offering period. An employee who elects to participate in the ESPP will have payroll deductions made on each payday during the six-month period.

During 2017,2023, Ms. Bamford and Messrs. Quinly,Farkas, Ferdenzi, and JakubowitzWatts participated in the ESPP, purchasing 203, 245114, 124, 126, and 25066 shares of Common Stock under the plan, respectively. These share purchases are equivalent to the maximum annual contribution limit under the plan for each participating executive.

Executive Deferred Compensation Plan

The NEOs are also eligible to participate in the Company’s non-qualified executive deferred compensation plan that allows participants to defer compensation in excess of certain statutory limits that apply to traditional and 401(k) pensionqualified retirement plans. Each participant may defer up to 25% of their base salary; 50% of their annual performance bonus; and 50% of the cash portion of their long-term cash award. The rate of interest is determined each year according to the average rate on 30-year Treasury bonds for November of the previous calendar year, plus 2.0%. Thus, the rate fluctuates annually. The average 30-year Treasury bond rate for November 20162022 was 2.86%4.0% and money in the Plan earned 4.86%6.0% for 2017.2023. Earnings begin accruing upon deposit and are compounded daily. Earnings are posted to the participants account on the final day of each month.See “Deferred“Deferred Compensation Plans” section on page 66 in this Proxy Statement. In 2017, the following NEOs2023, Ms. Bamford and Mr. Ferdenzi participated in the executive deferred compensation plan: Messrs. Adams, Tynan, Quinly, and Ferdenzi. Mr. Adams did not defer any compensation in 2017, but continued to accrue interest in the plan on deferrals in prior years.plan.

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Pension Plans

The NEOs (except Mr. Rayment¹) also participate in the Curtiss-Wright Corporation Retirement Plan (“Retirement(the “Retirement Plan”) and the Curtiss-Wright Corporation Retirement Benefits Restoration Plan.Plan (the “Restoration Plan”). This is consistent with the Company’s philosophy that compensation should promote the long-term retention and financial health of key executives andits employees and be competitive with industry peers. The Company’s retirement plans integrate other components of the Company’s executive compensation program by generally including base salary and cash incentive compensation in determining retirement plan benefits.

The Retirement Plan is a tax qualified, defined benefit plan made up of two separate benefits: (1) a traditional, final average pay (FAP) formula component (this benefit was closed to new entrants as of February 1, 2010 and has a 15 year15-year sunset period commencing on January 1, 2014) and (2) a cash balance component (this benefit was closed to future participants and pay credits ceased as of January 1, 2014, although interest continues to accrue on accounts). Both plans are non-contributory and employees hired prior to its close participate in one or both of the benefits, including the NEOs.

On September 1, 1994, the Company amended and restated the Retirement Plan, and any benefits accrued as of August 31, 1994 were transferred into the amended Retirement Plan. The Retirement Plan, as amended, provides for an annual benefit at age 65 of 1.5% times the five yearfive-year final average compensation in excess of social security covered compensation, plus 1% of the five yearfive-year final average compensation up to social security covered compensation, in each case multiplied by the participant’s years of service after September 1, 1994, not to exceed 35. Funds contributed to the Cash Balance portion of the Plan before it was frozen are credited to a notional cash balance account that grows with interest based on the rates each December for 30-Year Treasury Bonds.

As of January 1, 2015, no NEO had accrued any pension benefits prior to the plan merger in 1994: Ms. Bamford, Mr. Adams, Mr. Tynan,Farkas, Mr. Ferdenzi, Mr. Quinly, and Mr. JakubowitzWatts commenced their employment with the Company after September 1, 1994, and therefore did not accrue a monthly pension under the Retirement Plan prior to September 1, 1994; however, theyall NEOs continue to accrue a

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benefit under the amended Retirement Plan. The Company maintains an unfunded, non-qualified Retirement Benefitsdefined benefit Restoration Plan (the “Restoration Plan”) under which participants in the Retirement Plan whose compensation or benefits exceed the limits imposed by I.R.C. Sections 401(a) (17) and 415 will receive a supplemental retirement benefit that restores the amount that would have been payable under the Retirement Plan except for the application of such limits.

Since the Company provides a traditional final average pay benefit under the Retirement Plan to Ms. Bamford and Messrs. Farkas, Ferdenzi, and Watts, the Company did not offer any Company-source contributions to these NEO’s under the Company’s 401(k) savings Plan. Because Mr. Rayment transferred to the United States after the FAP component of the Retirement Plan was closed to new entrants, he is eligible for employer matching contributions of 50% on 8% contributed to the Curtiss-Wright Savings and Investment Plan (the “S&I Plan”). The S&I Plan does not match contributions above 8%. In addition to the matching contribution in the S&I Plan, the S&I Plan also provides a 3% non-elective contribution to all non-union, domestic employees hired on or after February 1, 2010 that do not participate in the Retirement Plan.

The Company maintains an unfunded, non-qualified defined contribution Restoration Plan under which participants in the S&I Plan whose compensation or benefits exceed the limits imposed by I.R.C. Sections 401(a) (17) and 415 will receive a supplemental retirement benefit that restores the 3% non-elective contribution amount that would have been payable under the S&I Plan except for the application of such limits.

Since the Restoration Plan benefits are not funded, in the event of a change in control,change-in-control, the Company has agreed to fund a Rabbi Trust in place through an agreement between the Company and

1	Mr. Rayment does not participate in the Retirement Plan and the Restoration Plan because he transferred from the United Kingdom to the United States after those plans were closed to new entrants.

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PNC Bank, N.A., dated January 30, 1998, which provides for the payment of the Company’s obligation under the Restoration Plan.

Since the Company provided a traditional final average pay benefit under the Retirement Plan, the Company did not offer any Company-source contributions to NEO’s under the Company’s 401(k) savings Plan. However,

NEO’s can elect to defer up to 75% of their own annual cash compensation per year on a tax-deferred basis subject to the IRS Elective Deferral limit within the Company’s 401(k) savings Plan. For 2017,2023, the combined pre-tax and Roth contribution limit was 9.0%10.0%, and the after-tax Plan contribution limit for a highly compensated employee was limited to 2.0%3.0%.

Executive Perquisites

In addition to the standard benefit plans offered to all employees, the NEOs are eligible for a conservative levellimited number of executive perquisites, well within market practices.perquisites. Perquisites include financial planning and income tax preparation, a Company automobile or automobile allowance, and executive physicals for the executive and his or her spouse. TheWith the assistance of the Committee’s independent compensation consultant, the Committee and outside Consultant have agreedhas determined that the overall level of perquisites the Company provides to its NEOs is reasonable and consistent with that of its peers.

Limited Use of Retention Agreement

On April 1, 2013, the Company entered into a restricted stock unit agreement with Mr. Quinly. Mr. Quinly received a grant of 28,818 restricted stock units pursuant to the terms and conditions of the LTIP. Each unit is the equivalent of one share of Curtiss-Wright Common Stock, the equivalent of $1,000,000 in value as of the closing price of Curtiss-Wright’s Common Stock on April 1, 2013, the date the Board of Directors approved the material terms of the agreement to be offered to Mr. Quinly. The agreement provides for the entire grant to vest on April 1, 2021 (eight years from the date the agreement was executed), provided that Mr. Quinly does not voluntarily leave the employ of Curtiss-Wright or Mr. Quinly is not otherwise terminated for any reason by the Company. On or prior to December 31, 2020, Mr. Quinly may elect to convert said stock units to an equivalent number of shares of Curtiss-Wright Common Stock or defer the conversion of the stock units in accordance with Section 409A of the Internal Revenue Code for a period not greater than five (5) years. The agreement also provides immediate vesting and conversion of the stock units upon Mr. Quinly’s death or disability and in the event of a Change in Control of Curtiss-Wright. The agreement has been approved by the Committee and is intended to retain Mr. Quinly to maintain operational continuity through 2021.

Policies concerning equity-based and other long-term incentive compensation

Equity Ownership and Other Requirements for Senior Executives

To further align the linkage between the interests of the NEOs and those of its stockholders, the Company requires the CEO and all other NEOs to own Company stock denominated as a multiple of their annual salaries as follows: five times annual salary for the CEO, and three times annual salary for NEOs that directly report to the CEO, and two times annual salary for all other NEOs.

All share-based long-term incentive plan grants, including any vested stock options (post-2005 grants), are subject to the Guidelines, and 50% of the net proceeds of a stock basedstock-based grant vested or exercised (current market value of shares less the strike price) must be retained in Company stock. There is no fixed timeframe to achieve the Guidelines. However, until the Guidelines are satisfied, the NEO is only permitted to sell 50% of the valuevesting award to cover the NEO’s income tax obligations. Once the

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ownership thresholds are fully met and maintained, the holding limits are removed on any and all earned and vested shares above the ownership guideline.

Clawback PolicyPolicies

In

The Company’s general employee incentive compensation recoupment, or “clawback” policy provides that in the event the amount of any incentive compensation award is based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, or if a participant is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 and has committed an offense subject to forfeiture under such statute, the participant must reimburse the Company that portion of the incentive compensation award that was based on the inaccurate data or as provided for in such statute.

In September 2023, the Committee adopted a separate executive incentive compensation clawback policy to comply with the requirements of the Dodd-Frank Walls Street Reform and Consumer Protection Act of 2010, as implemented by New York Stock Exchange listing standards and the SEC’s rules and regulation, which applies to current and certain former Section 16 executive officers (the “Dodd-Frank Clawback Policy”). The Dodd-Frank Clawback Policy requires the Company to recover certain cash or equity-based incentive compensation payments or awards made or granted to such executive officers in the event the Company is required to prepare an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (an “Accounting Restatement”). The Dodd-Frank Clawback Policy covers cash or equity-based compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Company financial reporting measure (including stock price or total shareholder return). Recovery under the Dodd-Frank Clawback Policy applies to incentive compensation subject to the policy that is

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received (i) on or after December 1, 2023, (ii) by a person after such individual became an executive officer, and (iii) during the three completed fiscal years immediately preceding the date on which the Company is required to prepare the Accounting Restatement. The incentive compensation to be recovered is the amount in excess of what would have been paid based on the restated results. Recovery will be required on a “no fault” basis, without regard to whether any misconduct occurred and without regard to whether an executive officer was responsible for the erroneous financial statements. Furthermore, under the Dodd-Frank Clawback Policy, the Company is prohibited from indemnifying any executive officer or former executive officer against the loss of erroneously awarded incentive-based compensation.

During the third quarter of 2023, the Company identified an error related to a single long-term contract within a subsidiary of its Naval & Power segment. The error primarily impacted 2020 and 2021, whereby certain events occurring during the pandemic, including constructive changes to the contract as well as labor inefficiencies and hiring delays due to a facility relocation, were not reflected in the contract’s estimated costs of completion.

In accordance with Staff Accounting Bulletin (“SAB”) Nos. 99 and 108, the Company evaluated this error and, based on an analysis of quantitative and qualitative factors, determined that it was not material to any one of the prior reporting periods affected and, therefore, amendment of previously filed reports with the Securities and Exchange Commission was not required. However, if the adjustment to correct the cumulative effect of the aforementioned error had been recorded in the three and nine months ended September 30, 2023, the impact would have been qualitatively material to the Condensed Consolidated Statements of Earnings of the Company for those respective periods.

Therefore, in accordance with SAB 108, the Company revised the applicable prior period financial statements included within its quarterly report on Form 10-Q for the third quarter ended September 30, 2023, as summarized below. The net impact of the error resulted in an overstatement of previously reported total net sales and net earnings of approximately $5 million and $4 million, respectively, for the year ended December 31, 2021, and an overstatement of previously reported total net sales and net earnings of approximately $8 million and $7 million, respectively, for the year ended December 31, 2020. The impact of the error on previously reported total net sales and net earnings was inconsequential for the year ended December 31, 2022. The Company revised its consolidated financial statements as of December 31, 2022 and for the year ended December 31, 2021 in its Form 10-K for the year ended December 31, 2023 filed with the SEC on February 20, 2024.

The Committee, the Company’s outside legal counsel, and FW Cook performed an analysis of the impact that the immaterial restatement discussed immediately above (the “Immaterial Restatement”) had on the Company’s past and future payouts under its incentive compensation plans, and whether recovery of such incentive compensation payouts is required under its Dodd-Frank Clawback Policy. Because the Dodd-Frank Clawback Policy only applied to incentive compensation payments received after December 1, 2023, any incentive compensation received prior to such date would not be subject to recoupment under the policy. Accordingly, only annual and long-term incentive compensation received in early 2024 under the Company’s ICP and LTIP for financial performance of the Company against pre-established financial performance measures for the 2023 performance period (ICP) and 2021 – 2023 performance period (LTIP), would be subject to the policy. As noted above, the Committee determined that since the Immaterial Restatement did not impact the 2023 performance period (only impacting prior year periods 2020 through 2022), the receipt of annual incentive compensation under the ICP in early 2024 was not required to be recovered under the Dodd-Frank Clawback Policy. With respect to the receipt of LTIP, the payment of cash-based performance units (PUPs) in early 2024 was based on Company performance against pre-established financial performance measures for the 2021 – 2023 performance period. Based on Company financial performance resulting from the Immaterial Restatement against its performance targets during such performance period, it was determined that Company performance would have resulted in a maximum payout against target with or without the Immaterial Restatement. Therefore, because payment of PUPs was at maximum with giving effect to the Immaterial Restatement, no excess incentive compensation was received by the Section 16 executive officers based on the Immaterial Restatement, and therefore, no recovery was required under the Dodd-Frank Clawback Policy.

57

The receipt of performance share units (PSUs) under the LTIP in early 2024 was based on Company total shareholder return (TSR) relative to its peer group for the 2021 – 2023 performance period. The Company performed an analysis assessing the impact of the Immaterial Restatement on its TSR and the payouts associated with its TSR. After reviewing the relatively minor financial impacts to 2021 and 2022 performance the Committee reasonably estimated that the Immaterial Restatement was immaterial to the overall financial results of the Company during this period, and reasonably concluded that the restated financials resulting from the Immaterial Restatement would not have impacted the Company’s TSR and PSU payouts. Additionally, the Committee, after advice from the Company’s outside legal counsel and FW Cook, determined that the payouts would have been 200% of target regardless due to the high levels of Company financial performance even as restated. Therefore, because payment of PSUs was 200% of target without giving effect to the Immaterial Restatement, no excess PSUs were received by the Section 16 executive officers based on the Immaterial Restatement, and therefore, no recovery was required under the Dodd-Frank Clawback Policy.

Finally, a recovery analysis was also performed under the Company’s general employee incentive compensation recoupment policy discussed above, which has a one-year look back period. Because the general policy only mandates a clawback in the event of a full restatement of financials and the overall Company financial performance was nominally impacted for the 2022 performance period under the ICP and 2020 – 2022 performance period under the LTIP, the Committee determined that no excess incentive compensation was received by the Section 16 executive officers in early 2023 based on the Immaterial Restatement and therefore no recovery was required under the Company’s general employee incentive compensation recoupment policy.

Prohibition of Insider Trading, Hedging, and Pledging

The Company also maintainsis committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules, and regulations. As part of this commitment, the Company has adopted an insider trading policy for all its employees including(including the NEOs and other officers) and members of the Board of Directors.Directors, and all members of their immediate families and households that prohibits the purchase, sale, and/or other disposition of Company equity securities or in the securities of other companies with which the Company does business while being aware of material, non-public information as well as the disclosure of such information to others who may trade in such equity securities. The insider trading policy specificallyis reasonably designed to promote compliance with insider trading laws, rules and regulations, and the New York Stock Exchange listing standards applicable to the Company. A copy of the Company’s insider trading policy was filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

The Company’s Code of Conduct prohibits all employees (including the NEOs and other officers) from purchasing, selling or otherwise utilizing financial instruments, including but not limited to, prepaid variable forward contracts, instruments for the short sale or purchase or sale of call or put options, equity swaps, collars, or units of exchangeable funds, that are designed to or that may reasonably be expected to have the effect of hedging or offsetting a change in the market price of the Company’s equity securities.

Additionally, the Company’s 2014 Omnibus Incentive Plan prohibits members of the Board of Directors and all employees (including the NEOs and other officers) from engaging in any transaction in which they may profitthe following transactions with respect to Company equity securities from short-term speculative swings inawards under the value of the Company’s securities or those securities of any targeted acquisitions. This includes “short sales” (selling borrowed securities that the seller hopes can be purchased at a lower price in the future) or “short sales against the box” (selling owned, but not delivered securities), and hedging transactions such as zero-cost collars and forward sale contracts.plan:

	•	purchasing, selling, or otherwise utilizing financial instruments, including but not limited to, prepaid variable forward contracts, instruments for the short sale or purchase or sale of call or put options, equity swaps, collars, or units of exchangeable funds, that are designed to or that may reasonably be expected to have the effect of hedging or offsetting a change in the market price of Company equity securities; and
	•	pledging Company equity securities (including holding Company equity securities in a margin account or otherwise pledging Company equity securities as collateral for a loan).

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Other Policies

Use of Tax Gross-up

The Company’s existingCompany does not have any NEO Change-in-Control agreements (except for Messrs. Quinlywith tax gross-ups and Ferdenzi who became executive officers after 2008) provide fordoes not expect to enter into any new agreements containing such a supplemental cash paymentprovision.

Tax Deductibility

Prior to the extent necessary to preserve the level of benefits in the event of the imposition of excise taxes payable by a participant in respect of“excess parachute payments” under Section 280G of the Internal Revenue Code. The Company has not entered into a new agreement that includes tax gross-ups since 2008Tax Cuts and is committed to excluding this provision in any future agreements.

Tax Deductibility

Jobs Act, Section 162(m) of the Internal Revenue Code generally disallowsdisallowed a tax deduction to public corporations for compensation over $1,000,000 paid for any fiscal year to the Company’s CEO and up to three other executive officers other than the CFO. However, certain performance-based compensation iswas exempt from the deduction limit if specific requirements arewere met. The Committee intends to structurestructured awards to executive officers under the Company’s MICPICP and equity awards program to qualify for this exemption. However, the 162(m) exception to the deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our covered executive officers, including the CFO, in excess of $1,000,000 will not be deductible unless it qualifies for transition relief applicabledeductible. Qualifying compensation that the Company pays pursuant to certain arrangementsa binding contract that was in place as ofeffect on November 2, 2017.

Because of ambiguities2017 and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, including the uncertain scope of the transition relief under the legislation repealing Section 162(m)’s exception to the deduction limit for performance-based compensation, no assurance can be givenis not materially modified after that compensation intended to satisfy the requirements for exception from the Section 162(m) deduction limitdate will in fact, satisfy the exception. Further, the Committee reserves the right to modify compensation that was initially intendedcontinue to be exempt from the deduction limit under a grandfathering rule. While the Company will continue to monitor its compensation programs in light of Section 162(m), as amended, the Committee considers it important to retain the flexibility to design compensation programs that are in the best long-term interests of the Company and its stockholders. As a result, the Committee will continue to take into account the tax and accounting implications (including with respect to the expected lack of deductibility under the revised Section 162(m)) when making compensation decisions, but reserves its right to make compensation decisions based on other factors as well if the Committee determines it determinesis in its best interests to do so. Accordingly, the Company may pay compensation at levels that such modifications are consistent with the Company’s business needs.not deductible under Section 162(m).

The following report of the Executive Compensation Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing

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under the Securities Act or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this report by reference therein.

Executive Compensation Committee Report

The Executive Compensation Committee has reviewed and discussed this CD&A (included in this Proxy Statement) with Management. Based upon the Executive Compensation Committee’s review and discussions referred to above, the Executive Compensation Committee recommended that the Board of Directors include this CD&A in the Company’s Proxy Statement for the year ended December 31, 2017,2023, filed with the Securities and Exchange Commission.

		EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
		S. Marce Fuller,Chairperson Dean M. Flatt Anthony J. Moraco William F. Moran Robert J. Rivet Peter C. Wallace

Risk Consideration in the Overall Compensation Program for 20172023

In 2017,2023, the Executive Compensation Committee, with the assistance of Management and the oversight of FW Cook, assessed the Company’s executive and broad-based compensation and benefits programs to determine if the programs’ provisions and operations create undesired or unintentional risk of a material nature. The Executive Compensation Committee concluded in this risk assessment that these programs have been designed and administered in a manner that discourages

59

undue risk-taking by employees, including a number of features of the programs that are designed to mitigate risk, including:

	•		Limits on annual and long-term performance awards, thereby defining and capping potential payouts
	•
	•	Proportionately greater award opportunity derived from the long-term incentive program compared to annual incentive plan, creating a greater focus on sustained Company performance over time,
and providing alignment with shareholder interests
	•
	•	Use of three distinct long-term equity incentive vehicles—restricted stock units, long-term cash-based performance units, and performance shares—that vest over a number ofseveral years, thereby providing strong incentives for sustained operational and financial performance
	•
	•	Use of balanced measures, including top and bottom linebottom-line measures, income and balance sheet statement measures, and short- and long-term measurement periods
	•
	•	Stock ownership guidelines for senior executives that ensure alignment with stockholder interests over the long term
	•
	•	Incorporation of an individual performance score, ranging from one 1.0 to five 5.0, as a key factor in the total annual incentive calculation, thereby enabling the Committee to direct a zero payout for the 20% individual-performance component to any executive in any year if the individual executive is deemed to have sufficiently poor performance or is found to have engaged in activities that pose a financial, operational or other undue risk to the Company
	•	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
		A formal clawback policy
	•	Pre-determined commission schedules on sales representatives, thereby defining potential commission payouts

For the foregoing reasons, the Committee has concluded that the Company’s compensation policies and practices do not encourage excessive and unnecessary risk-taking, and that the level of risk is appropriate for the best interests of stockholders.

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Post-Employment Agreements

Severance Agreements

The Company has At-will severance agreements with Ms. Bamford and Messrs. Adams, Tynan, Quinly,Rayment, Farkas, Ferdenzi, and Jakubowitz.Watts. In the case of involuntary termination of employment other than termination for cause (as defined in the agreements), failure to comply with the terms and conditions of the agreement, voluntary resignation of employment by the employee, and voluntary retirement by the employee, these agreements provide in the case of Mr. AdamsMs. Bamford two years’ base salary and annual target bonus as the payment of severance pay, and, in the case of all other NEOs,Messrs. Rayment, Farkas, Ferdenzi and Watts, the equivalent of one year’s base salary and annual target bonus to be paid at the time of termination, as well as the continued availability of certain employee health and welfare benefits for a minimum period of one year following termination. The agreements provide that such pay and benefits also would be made available in the case of voluntary retirement or termination of employment that is the direct result of a significant change in the terms or conditions of employment, including a reduction in compensation or job responsibilities. At the employee’s option, the severance pay may be received over the two-year period following termination, in which case the employee benefits would continue in effect for the same period. The agreements further provide that the payment of severance pay and the availability of benefits are contingent upon a number of conditions, including the employee’s performance of his or her obligations pursuant to the agreement, specifically to provide consulting services, release the Company from any employment related claims, and not compete with the Company for a period of 12 months.

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Change-in-Control Agreements

The Company has Change-in-Control severance protection agreements with Ms. Bamford and Messrs. Adams, Tynan, Quinly,Rayment, Farkas, Ferdenzi, and Jakubowitz.Watts. The agreementsagreement with Messrs. Adams, Tynan, and Quinly, provideMs. Bamford provides for payment of severance pay equal to three times while Mr.Messrs. Rayment, Farkas, Ferdenzi, and Mr. Jakubowitz provideWatts provides for two and one-half times the sum of the executive’s base salary and the greater of (i) the annual target incentive grant in the year the executive is terminated or (ii) the annual incentive paid under the annual incentive plan immediately prior to the executive’s termination. These amounts shall be paid in a single lump sum cash payment within ten (10) days after the executive’s termination date. The agreements also call for the continued availability of certain employee benefits for a period of two to three years following termination of employment.

All agreements have a double trigger, i.e., severance may be paid in the event that (1) there is a change-in-control of the Company, as that term is defined in the agreements, and (2) the covered executive’s employment is formally or constructively terminated by the Company in the case of Ms. Bamford, within twenty-four months following the change-in-control, and in the case of the other NEOs, within twelve months following the change-in-control. Accordingly, if the Company terminates the employment without “cause” of an NEOMs. Bamford and the other NEOs during the two-year period and one-year period, respectively, following a change-in-control, or if the NEO terminates the NEO’s employment with the Company with “good reason,” then the NEO is entitled to certain compensation and benefits provided for in the agreement. The agreements define “cause” as (a) a conviction of a felony, (b) intentionally engaging in illegal or willful misconduct that demonstrably and materially injures the Company, or (c) intentional and continual failure to substantially perform assigned duties which failure continues after written notice and a 30-day cure period. The agreements also define “good reason” as (a) adverse change in status, title, position, or responsibilities, (b) reduction in salary, (c) relocation of more than 25 miles, (d) the Company’s failure to pay the covered individual in accordance with its compensation policies; or (e) a reduction in benefits. TheAll NEO agreements for all NEOs except Messrs. Quinly and Ferdenzi are “grandfathered” to renew automatically each year.must be renewed on an annual basis by the Executive Compensation Committee. Consistent with best practices, all future executive officer change-in-control agreements elected as executive officers after January 1, 2008, must be approved and renewed annually by the Executive Compensation Committee.

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Pay Ratio Disclosure RuleEXECUTIVE COMPENSATION

In August 2015, pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Securities and Exchange Commission adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the

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principal executive officer (“PEO”). The Company’s PEO is David C. Adams. Registrants must comply with the pay ratio rule for the first fiscal year beginning on or after January 1, 2017. The Committee does not use this ratio as it considers appropriate compensation for the PEO. Management does not use this ratio when determining compensation for the rest of the workforce.

The Company identified the median employee by utilizing base salary as of December 1, 2017 and adding any target bonus to that amount, for all individuals, excluding the PEO, who were employed by the Company on December 1, 2017, the last day of the Company’s payroll year (whether employed on a full-time, part-time, or seasonal basis). In addition, the Company also excluded all independent contractors. The Company further converted all other currencies to U.S. dollars as of December 1, 2017, irrespective of currency fluctuations over the course of the year. Finally, the Company elected to use thede minimis exemption for non-U.S. employees to exclude 4.2% of the Company’s non-U.S. employees. The list of jurisdictions for which these employees are excluded, the approximate number of employees excluded from each jurisdiction, the total number of U.S. and non-U.S. employees irrespective of any exemption (data privacy orde minimis), and the total number of U.S. and non-U.S. employees used for thede minimis calculation are set forth in the table below.

Jurisdictions		Approximate Number of non-U.S. Employees Excluded							Total Number of U.S. and non-U.S. Employees irrespective of any exemption (data privacy orde minimis)							Total Number of U.S. and non-U.S. Employees used forde minimiscalculation
France					72							8,901							8,901
India					82
Costa Rica					66
Sweden					50
Singapore					37
Spain					14
Portugal					19
Netherlands					8
Belgium					9
Brazil					5
Taiwan					5
Korea					5
Austria					1
Hong Kong					1

After identifying the median employee, the Company calculated annual total compensation for such employee using the same methodology the Company uses for the named executive officers as set forth in the 2017 Summary Compensation Table in this Proxy Statement. The total compensation amount for the median employee for 2017 was determined to be $56,200. This total compensation amount was then compared to the total compensation of the PEO disclosed in the Summary Compensation Table, of $5,546,130. Based on this information for 2017, the ratio of the PEO’s annual total compensation to the annual total compensation of the median employee was 99:1.

As discussed above in the CD&A, the Company changed the timing of grants of the long-term incentives from November to March of each year, beginning in March of 2018. Accordingly, the PEO was not granted any long-term incentives for 2017, but it is expected in March 2018. As a result, the PEO’s total annual compensation for 2017 and resulting pay ratio compared to the median employee is artificially low. Assuming long-term incentives were granted in November 2017 based on historical grant practices, the resulting ratio of the PEO’s annual total compensation to the annual total compensation of the median employee for fiscal year 2017 would have been approximately 136:1. The Company fully expects the PEO pay ratio for 2018 to be in-line with that ratio as long-term incentives are expected to be granted in March 2018.

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The following table shows thepotentialincremental value transfer to the NEOs under various employment related scenarios.

Potential Post-Employment Payment

Termination Scenario		David C. Adams							Glenn E. Tynan							Thomas P. Quinly							Paul J. Ferdenzi							Harry S. Jakubowitz
If Retirement or Voluntary Termination Occurred on December 31, 2017 (a) (b)			$		7,886,619					$		1,837,206					$		2,263,322					$		0					$		522,142
If Termination for Cause Occurred on December 31, 2017 (c)			$		0					$		404,743					$		577,590					$		0					$		0
If Termination Without Cause Occurred on December 31, 2017 (d)			$		13,905,644					$		3,163,709					$		3,743,266					$		703,890					$		1,021,048
If “Change In Control” Termination Occurred on December 31, 2017 (e)			$		18,466,477					$		7,039,529					$		10,075,709					$		3,696,024					$		2,388,918
If Death Occurred on December 31, 2017 (f)(g)			$		8,686,620					$		2,942,229					$		5,568,983					$		1,782,911					$		1,099,142

	(a)		Messrs. Adams and Jakubowitz are eligible for Full Retirement. Messrs. Tynan and Quinly are eligible for Early Retirement. Mr. Ferdenzi is not yet eligible for Early Retirement.
	(b)		Includes (1) intrinsic value of any unvested/unearned cash-based performance units, restricted stock units, and performance shares on December 29, 2017 that would vest after the date of termination or retirement, and (2) incremental value on measurement date (December 31, 2017) of vested benefit under the Curtiss-Wright Retirement Plan and the Curtiss-Wright Restoration Plan, assuming the executive elects immediate payout.
	(c)		Includes incremental value on measurement date (December 31, 2017) of vested benefit under the Curtiss-Wright Retirement Plan and the Curtiss-Wright Restoration Plan, assuming the executive elects immediate payout.
	(d)		Includes (1) intrinsic value of any unvested/unearned cash-based performance units, restricted stock units, and performance shares on December 29, 2017 that would vest after the date of termination for retirement-eligible executives, (2) severance payout, and (3) incremental value on measurement date (December 31, 2017) of vested benefit under the Curtiss-Wright Retirement Plan and the Curtiss-Wright Restoration Plan, assuming the executive elects immediate payout.
	(e)		Includes (1) change-in-control severance payout, (2) accelerated vesting of retention agreement for Mr. Quinly, (3) present value of any accelerated vesting of cash-based performance units, performance shares, and restricted stock units on December 29, 2017, (4) incremental value on measurement date (December 31, 2017) of vested benefit under the Curtiss-Wright Retirement Plan and the Curtiss-Wright Restoration Plan including additional three years of benefit accrual per change-in-control agreements, assuming the executive elects immediate payout, and (5) gross-up payment per change-in-control agreements.
	(f)		Includes (1) accelerated vesting of retention agreement for Mr. Quinly, (2) present value of any accelerated vesting of cash-based performance units, performance shares, and restricted stock units on December 29, 2017, (3) incremental value on measurement date (December 31, 2017) of vested benefit under the Curtiss-Wright Retirement Plan and the Curtiss-Wright Restoration Plan, assuming the executive elects immediate payout, and (4) value of Company-paid basic life insurance policy.
	(g)		Depending on circumstances of death, all employees may also be eligible for Accidental Death and Dismemberment (AD&D) insurance payment and Business Travel Accident insurance payment.

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The following table sets forth information concerning the total compensation of the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and the other NEOs of the Company who had the highest aggregate total compensation for the Company’s fiscal year ended December 31, 2017.2023.

For Ms. Bamford and the other NEOs, the amounts shown under the column “Total” are not reflective of the compensation that was awarded to Ms. Bamford and the other NEOs in fiscal year 2023. These amounts include the change in the actuarial present value of Ms. Bamford’s and the other NEOs retirement benefits shown under column “Change in Pension Value and Non-Qualified Deferred Compensation Earnings”. The pension values for fiscal year 2023 reflect the impact of changes in interest rates on actuarial present value calculations.

Summary Compensation Table

Name and Principal Position		Year							Salary (a)							Bonus (b)							Stock Awards ($)														Option Awards							Non-Equity Incentive Plan Compensation														Change in Pension Value and Nonqualified Deferred Compensation Earnings (g)							All Other Compensation (h)							Total
																							Performance Share Units (c)							Restricted Stock Units (d)
																																												Annual Plan (e)							Long-Term Plan (f)
David C. Adams –					2017					$		925,000				—							—							—										—					$		1,654,039					$		933,300					$		1,996,954					$		36,835					$		5,546,128
Chairman and Chief					2016					$		915,385				—								$		1,202,500					$		901,875							—					$		1,584,943					$		607,500					$		2,076,300					$		39,396					$		7,327,899
Executive Officer					2015					$		900,000				—								$		1,170,000					$		877,500							—					$		1,286,145					$		546,128					$		1,401,557					$		48,656					$		6,229,986
Glenn E. Tynan –					2017					$		554,812				—							—							—										—					$		696,150					$		367,598					$		773,096					$		37,354					$		2,429,010
Vice President and Chief					2016					$		542,900				—								$		412,604					$		309,453							—					$		671,432					$		286,935					$		850,893					$		38,583					$		3,112,800
Financial Officer					2015					$		542,900				—								$		412,604					$		309,453							—					$		554,165					$		335,714					$		541,031					$		58,387					$		2,754,254
Thomas P. Quinly –					2017					$		625,000				—							—							—										—					$		793,594					$		439,200					$		768,731					$		25,189					$		2,651,714
Vice President and Chief					2016					$		615,385					$		65,000					$		500,000					$		375,000							—					$		761,076					$		239,400					$		766,691					$		19,201					$		3,341,753
Operating Officer					2015					$		600,000				—								$		480,000					$		360,000							—					$		621,450					$		293,664					$		494,908					$		34,446					$		2,884,468
Paul J. Ferdenzi –					2017					$		426,600				—							—							—										—					$		477,771					$		171,288					$		555,625					$		30,245					$		1,661,529
Vice President, General					2016					$		421,823				—								$		221,832					$		166,374							—					$		441,164					$		94,500					$		555,356					$		27,990					$		1,929,039
Counsel, and Corporate					2015					$		404,880				—								$		215,374					$		161,530							—					$		359,000					$		110,565					$		300,373					$		30,319					$		1,582,041
Secretary
Harry S. Jakubowitz –					2017					$		286,138				—							—							—										—					$		215,419					$		66,612					$		201,220					$		28,812					$		798,201
Vice President and					2016					$		280,000				—								$		78,400					$		58,800							—					$		207,774					$		51,188					$		278,813					$		26,791					$		981,766
Treasurer					2015					$		278,923					$		8,400					$		78,400					$		58,800							—					$		167,706					$		59,890					$		214,867					$		30,399					$		897,385

 

																														Change in Pension Value and Nonqualified Deferred Compensation Earnings (f)
												Stock Awards ($)										Non-Equity Incentive
												Performance				Restricted						Plan Compensation												All Other
Name and Principal Position		Year				Salary (a)				Bonus		Share Units (b)				Stock Units (c)				Option Awards		Annual Plan (d)				Long-Term Plan (e)								Compensation (g)				Total (h)
Lynn M. Bamford –			2023			$	989,231			$0		$	1,720,000			$	1,290,000			$0		$	2,252,400			$	1,402,500			$	864,041			$	44,139			$	8,562,311
Chair and Chief			2022			$	917,692		��	$0		$	1,394,984			$	1,046,275			$0		$	843,975			$	111,228			$	110,837			$	37,707			$	4,462,698
Executive Officer			2021			$	843,654			$0		$	935,000			$	701,250			$0		$	1,291,150			$	45,291			$	639,485			$	35,981			$	4,491,811
Kevin M. Rayment –			2023			$	620,308			$0		$	561,600			$	421,200			$0		$	907,046			$	660,000			$	0			$	52,968			$	3,223,122
Vice President and			2022			$	592,308			$0		$	515,994			$	386,958			$0		$	367,200			$	102,672			$	0			$	71,114			$	2,036,246
Chief Operating Officer			2021			$	548,654			$0		$	439,979			$	330,014			$0		$	626,588			$	37,200			$	0			$	66,404			$	2,048,839
K. Christopher Farkas –			2023			$	577,923			$0		$	489,720			$	367,290			$0		$	861,441			$	427,500			$	329,106			$	39,381			$	3,092,361
Vice President and			2022			$	542,308			$0		$	439,941			$	329,956			$0		$	341,000			$	75,348			$	0			$	29,694			$	1,758,247
Chief Financial Officer			2021			$	496,154			$0		$	284,947			$	963,800			$0		$	531,650			$	21,450			$	228,358			$	30,375			$	2,556,734
Paul J. Ferdenzi –			2023			$	530,231			$0		$	351,780			$	263,835			$0		$	704,040			$	451,050			$	275,176			$	33,139			$	2,609,251
Vice President, General			2022			$	512,692			$0		$	319,240			$	239,467			$0		$	272,178			$	100,597			$	0			$	24,143			$	1,468,317
Counsel, and Corporate Secretary			2021			$	497,692			$0		$	300,690			$	975,578			$0		$	493,675			$	41,655			$	0			$	25,886			$	2,335,176
John C. Watts –			2023			$	381,000			$0		$	114,900			$	86,175			$0		$	363,276			$	115,704			$	117,011			$	34,172			$	1,212,238
Vice President, Strategy			2022			$	362,881			$0		$	111,027			$	83,196			$0		$	139,675			$	25,834			$	0			$	18,021			$	740,634
and Corporate Development

(a)	(a)		Includes amounts deferred under the Company’s Savings and Investment Plan and Executive Deferred Compensation Plan.
	(b)		Represents a discretionary award paid to Mr. Quinly for the performance period 2014-2016 to reflect his significant contribution in divesting the Company’s Oil and Gas Division. Represents a lump sum award in lieu of merit increase for Mr. Jakubowitz paid in May 2015.
(b)	(c)		As discussed in the CD&A above, because of the consolidation of year-end compensation planning activities into a single timeframe, with a total compensation review that will take place in the first quarter each year, there was a change in timing of long-term incentive grants from November of the year prior to the three-year performance period to March, effective March 2018. As a result, there were no grants of performance share units in November 2017. Fiscal years 2016 and 2015 includesIncludes grants of performance share units as part of the Company’s Long Term Incentive Plan in November of that year.Plan. The values shown represent the grant date fair value of the grants at target. Performance share units have a maximum payout of 200% of target.
The assumptions used in determining the amounts in this column are set forth in Note 16 to our Consolidated Financial Statements in our Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 20, 2024.
	(d)
(c)		As discussed in the CD&A above, because of the consolidation of year-end compensation planning activities into a single timeframe, with a total compensation review that will take place in the first quarter each year, there was a change in timing of long-term incentive grants from November of the year prior to the three-year performance period to March, effective March 2018. As a result, there were no grants of restricted stock units in November 2017. Fiscal years 2016 and 2015 includesIncludes grants of time-based restricted stock units as part of the Company’s Long Term Incentive Plan in November of that year.Plan. The values shown represent the grant date fair value of the grants at target.
grants. The assumptions used in determining the amounts in this column are set forth in Note 16 to our Consolidated Financial Statements in our Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 20, 2024.
	(e)
(d)		Includes payments made based on the Company’s annual Modified Incentive Compensation Plan for performance during the year.
	(f)
(e)		Includes the maturity of cash-based performance unit grants made under the Company’s Long-Term Incentive Plan.
	(g)
(f)		Represents annual change in the actuarial accumulated present value (APV) of accumulated pension benefits. The 2016 Change in Pension value for Mr. Quinly was incorrectly stated as

39

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			$727,880 due to certain pensionable compensationRayment does not reflectedparticipate in the 2016 nonqualified APV at 2016 fiscal year-end. U.S. defined benefit plans because he transferred from the United Kingdom to the United States after those plans were closed to new entrants.

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(g)	(h)		Includes personal use of company car, payments for executive physicals, financial counseling, premium payments for executive life insurance paid by the Company during the covered fiscal year for term life insurance and accidental death and disability insurance. Also includes 2023 company contributions from the qualified contribution plan for Mr. Rayment.
(h)	Amounts are rounded to the nearest dollar.

The Company’s executive officers are not employed through formal employment agreements. It is the philosophy of the Committee to promote a competitive at-will employment environment, which would be impaired by lengthy employment arrangements. The Committee provides proper long-term compensation incentives with competitive salaries and bonuses to ensure that senior management remains actively and productively employed with the Company.

The Company believes perquisites for executive officers should be limited in scope and value and aligned with peer group practices as described earlier. As a result, the Company has historically given nominal perquisites. The below table generally illustrates the perquisites the Company provides to its NEOs.

The Company also maintains a policy concerning executive automobiles under which certain officers of the Company are eligible to use Company leased automobiles or receive an equivalent automobile allowance. The NEOs participate in this program. The Company maintains the service and insurance on Company leased automobiles. In addition to the Company automobile policy, the Company also provides all executive officers with financial planning and tax preparation services through The Ayco Company, LP and PricewaterhouseCoopers LLP.Ernst & Young Americas LLC. Not all executive officers utilize these services on an annual basis. Finally, all executive officers and their spouses are provided annual physicals through the Mayo Clinic at any one of the clinic’s three locations.

Perquisites and Benefits

Name		Automobile (a)							Financial Planning							Executive Physical
David C. Adams			$		19,197					$		10,080					$		2,124
Glenn E. Tynan			$		20,980					$		13,024					$		0
Thomas P. Quinly			$		7,864					$		12,000					$		1,975
Paul J. Ferdenzi			$		13,319					$		12,000					$		3,477
Harry S. Jakubowitz			$		13,528					$		10,000					$		480

 

Name		Automobile (a)				Financial Planning				Executive Physical
Lynn M. Bamford		$	26,084			$	13,975			$	0
Kevin M. Rayment		$	17,645			$	11,526			$	4,121
K. Christopher Farkas		$	16,709			$	13,975			$	6,258
Paul J. Ferdenzi		$	11,715			$	9,950			$	8,815
John C. Watts		$	24,305			$	3,540			$	5,555

(a)	(a)		Represents the personal use of Company-leased automobiles.

The Company’s executive officers are entitled to receive medical benefits, life and disability insurance benefits, and to participate in the Company’s Savings and Investment Plan, Defined Benefit Plan, Employee Stock Purchase Plan, flexible spending accounts, and disability plans on the same basis as other full-time employees of the Company. Mr. Rayment does not participate in the U.S. defined benefit plans because he transferred from the United Kingdom to the United States after those plans were closed to new entrants.

The Company also offers a nonqualified executive deferred compensation plan, in accordance with Section 409A of the Code, whereby eligible executives, including the NEOs, may elect to defer additional cash compensation on a tax-deferred basis. The deferred compensation accounts are maintained on the Company’s financial statements and accrue interest at the rate of (i) the average annual rate of interest payable on United States Treasury Bonds of 30 years maturity as determined by the Federal Reserve Board, plus (ii) 2%. Earnings are credited to executives’ accounts on a monthly basis.

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Grants of Plan-Based Awards

Name		Plan Name		Grant Date							Estimated Future Payouts Under Non-Equity Incentive Plan Awards																							Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards
											Number of Units		Threshold ($)							Target ($)							Max ($)							Threshold (#)		Target (#)		Max (#)
David C. Adams		MICP (a)					3/14/2017							$		485,625					$		971,250					$		1,942,500
Glenn E. Tynan		MICP (a)					3/14/2017							$		209,700					$		419,400					$		838,800
Thomas P. Quinly		MICP (a)					3/14/2017							$		234,375					$		468,750					$		937,500
Paul J. Ferdenzi		MICP (a)					3/14/2017							$		138,645					$		277,290					$		554,580
Harry S. Jakubowitz		MICP (a)					3/14/2017							$		64,890					$		129,780					$		259,560

 

								Estimated Future Payouts Under Non-Equity Incentive Plan Awards																Estimated Future Payouts Under Equity Incentive Plan Awards												All Other Stock Awards: Number of Shares of Stock or Units (#)				All Other Option Awards: Number of Securities Underlying Options (#)				Exercise or Base Price of Option Awards ($/Sh)				Grant Date Fair Value of Stock and Option Awards
Name		Plan Name		Grant Date				Number of Units				Threshold ($)				Target ($)				Max ($)				Threshold (#)				Target (#)				Max (#)
Lynn M. Bamford		ICP (a)			3/16/2023							$	600,000			$	1,200,000			$	2,400,000
		LTI (b)			3/16/2023				1,290,000			$	645,000			$	1,290,000			$	2,580,000
		LTI (c)			3/16/2023																				5,067				10,134				20,268															$	1,720,000
		LTI (d)			3/16/2023																																7,600											$	1,290,000
Kevin M. Rayment		ICP (a)			3/16/2023							$	249,600			$	499,200			$	998,400
		LTI (b)			3/16/2023				421,200			$	210,600			$	421,200			$	842,400
		LTI (c)			3/16/2023																				1,655				3,309				6,618															$	561,600
		LTI (d)			3/16/2023																																2,482											$	421,200
K. Christopher Farkas		ICP (a)			3/16/2023							$	233,200			$	466,400			$	932,800
		LTI (b)			3/16/2023				367,290			$	183,645			$	367,290			$	734,580
		LTI (c)			3/16/2023																				1,443				2,885				5,770															$	489,720
		LTI (d)			3/16/2023																																2,164											$	367,290
Paul J. Ferdenzi		ICP (a)			3/16/2023							$	186,550			$	373,100			$	746,200
		LTI (b)			3/16/2023				263,835			$	131,918			$	263,835			$	527,670
		LTI (c)			3/16/2023																				1,037				2,073				4,146															$	351,780
		LTI (d)			3/16/2023																																1,554											$	263,835
John C. Watts		ICP (a)			3/16/2023							$	95,750			$	191,500			$	383,000
		LTI (b)			3/16/2023				86,175			$	43,088			$	86,175			$	172,350
		LTI (c)			3/16/2023																				339				677				1,354															$	114,900
		LTI (d)			3/16/2023																																508											$	86,175

(a)	(a)		Values in this row represent the Company’s annual Modified Incentive Compensation Plan, thatwhich were approved on March 14, 201716, 2023 for performance during fiscal 2017.2023. The incentive plan threshold, target and maximum are expressed abovesubject to change as a percentagesalaries change.
(b)	Values in this row represent annual grants of annualized base salary on March 14, 2017. cash-based performance units made under the Company’s Long-Term Incentive Plan.
(c)	Values in this row represent annual grants of performance share units as part of the Company’s Long-Term Incentive Plan.
(d)	Values in this row represent annual grants of restricted stock units as part of the Company’s Long-Term Incentive Plan.

As further discussed in

The NEOs are given dividend credits on their restricted stock unit awards only. These dividends credits are reinvested into the CD&Arestricted stock unit awards and are subject to the same limitations and restrictions as the original restricted stock unit award. The plan specifically prohibits the re-pricing of this Proxy Statement,options and requires that any equity-based grants be issued based on the Company did not make long-term incentive grants (cash-basedclosing price of our Common Stock as reported by the NYSE on the date of the grant.

The Committee granted cash-based performance units, performance share units,shares, and restricted stock units)units in March 2023 to the executive officersNEOs. The cash-based performance units and performance shares units will mature in 2017 asDecember 2025 and will be paid in early 2026, if the Committee sought to condense compensation planning activities into a single timeframe, with a total compensation review thatfinancial goals are attained, and the restricted stock units will take placevest in March 2026. The values shown in the first quarter each year. Intable reflect the past, long-term incentives were generally granted in Novemberpotential value at a target value of one dollar per unit payable at the year prior toend of the three-year performance cycle. Those grants will now take place in Marchperiod and one stock unit convertible into one share of Common Stock if the objectives are attained. The chart also reflects the fact that each year beginning with March 2018.stock unit may be worth a maximum of approximately two dollars or two shares if all performance targets are substantially exceeded, or nothing at all if performance thresholds are not met.

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The following table sets forth the outstanding equity awards of the NEOs. Some of the grants disclosed below are not yet vested and are subject to forfeiture under certain conditions.

Outstanding Equity Awards at Fiscal Year-End

Name		Option Awards																																			Stock Awards
		Number of Securities Underlying Unexercised Options (#) Exercisable							Number of Securities Underlying Unexercised Options (#) Unexercisable							Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options							Option Exercise Price							Option Expiration Date							Number of Shares or Units of Stock That Have Not Vested (#) (a)							Market Value of Shares or Units that Have Not Vested ($) (a)							Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)							Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
David C. Adams					17,414							0							0					$		29.88							11/15/2020
																																																						14,452							1,760,976	(c)
																																								12,366							1,506,797							16,488							2,009,063	(d)
																																								9,114							1,110,541							12,153							1,480,843	(e)
Glenn E. Tynan																																																						5,692							693,570	(c)
																																								4,361							531,388							5,815							708,558	(d)
																																								3,127							381,025							4,170							508,115	(e)
Thomas P. Quinly																																								28,818							3,511,473	(b)
																																																						6,801							828,702	(c)
																																								5,073							618,145							6,764							824,193	(d)
																																								3,790							461,812							5,053							615,708	(e)
Paul J. Ferdenzi																																																						2,652							323,146	(c)
																																								2,276							277,331							3,035							369,815	(d)
																																								1,681							204,830							2,242							273,188	(e)
Harry S. Jakubowitz																																																						1,031							125,627	(c)
																																								829							101,014							1,105							134,644	(d)
																																								594							72,379							792							96,505	(e)

 

		Stock Awards
Name		Number of Shares or Units of Stock That Have Not Vested (#) (a)				Market Value of Shares or Units that Have Not Vested ($) (a)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Lynn M. Bamford			8,609				1,917,999	(e)
			5,835				1,299,980				7,780				1,733,306	(b)
			7,030				1,566,214				9,373				2,088,211	(c)
			7,600				1,693,204				10,134				2,257,754	(d)
Kevin M. Rayment			8,609				1,917,999	(e)
			2,746				611,781				3,661				815,634	(b)
			2,600				579,254				3,467				772,413	(c)
			2,482				552,965				3,309				737,212	(d)
K. Christopher Farkas			1,779				396,343				2,371				528,235	(b)
			5,660				1,260,991	(e)
			2,217				493,925				2,956				658,567	(c)
			2,164				482,118				2,885				642,749	(d)
Paul J. Ferdenzi			1,877				418,177				2,502				557,421	(b)
			5,660				1,260,991	(e)
			1,609				358,469				2,145				477,885	(c)
			1,554				346,216				2,073				461,844	(d)
John C. Watts			481				107,162				642				143,031	(b)
			559				124,540				746				166,201	(c)
			508				113,177				677				150,829	(d)

(a)	(a)		Represents unvested restricted stock units granted as part of the Company’s Long-Term Incentive Plan. Stock price used to determine value is $121.85,$222.79, the closing price of Company common stock on December 29, 2017.
31, 2023.
	(b)		Represents retention grant of restricted stock units for Mr. Quinly. Stock price used to determine value is $121.85, the closing price of Company common stock on December 29, 2017.
(b)	(c)		Represents cash value at target of outstanding performance-based share units granted November 11, 2014March 18, 2021 as part of the Company’s Long Term Incentive Plan. Stock price used to determine value is $121.85,$222.79, the closing price of Company common stock on December 29, 2017. Performance shares were earned as common stock in February 2018 contingent upon the extent to which previously established performance objectives are achieved over the three-year period ending at the close of business on December 29, 2017. These shares are no longer outstanding as of the date of this filing.
	(d)		Represents cash value at target of outstanding performance-based share units granted November 13, 2015 as part of the Company’s Long Term Incentive Plan. Stock price used to determine value is $121.85, the closing price of Company common stock on December 29, 2017.31, 2023. Performance-based share units will be earned as common stock early in 20192024 contingent upon the extent to which previously established performance objectives are achieved over the three-year period ending at the close of business on December 31, 2018.
2023.
	(e)
(c)		Represents cash value at target of outstanding performance-based share units granted NovemberMarch 17, 20162022 as part of the Company’s Long Term Incentive Plan. Stock price used to determine value is $121.85,$222.79, the closing price of Company common stock on December 29, 2017.31, 2023. Performance-based share units will be earned as common stock early in 20202025 contingent upon the extent to which previously established performance objectives are achieved over the three-year period ending at the close of business on December 31, 2019. 2024.
(d)	Represents cash value at target of outstanding performance-based share units granted March 16, 2023 as part of the Company’s Long Term Incentive Plan. Stock price used to determine value is $222.79, the closing price of Company common stock on December 31, 2023. Performance-based share units will be earned as common stock early in 2026 contingent upon the extent to which previously established performance objectives are achieved over the three-year period ending at the close of business on December 31, 2025.

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(e)	Represents retention grants of restricted stock units for the noted Executives. Stock price used to determine value is $222.79, the closing price of Company common stock on December 31, 2023.

 

The following table sets forth information regarding options exercised and stock vested during calendar year 2017.2023.

Option Exercises and Stock Vested

Name		Option Awards														Stock Awards (a)
		Number of Shares Acquired Upon Exercise (#)							Value Realized Upon Exercise ($)							Number of Shares Acquired Upon Vesting (#)							Value Realized Upon Exercise ($)
David C. Adams					17,000					$		1,515,657							42,757					$		4,424,568
Glenn E. Tynan					0					$		0							19,327					$		1,987,198
Thomas P. Quinly					0					$		0							23,989					$		2,462,526
Paul J. Ferdenzi					14,549					$		1,144,606							6,960					$		724,783
Harry S. Jakubowitz					10,043					$		791,107							3,461					$		356,048

 

		Option Awards								Stock Awards (a)
Name		Number of Shares Acquired Upon Exercise (#)				Value Realized Upon Exercise ($)				Number of Shares Acquired Upon Vesting (#)				Value Realized Upon Exercise ($)
Lynn M. Bamford			0			$	0				7,969			$	1,329,622
Kevin M. Rayment			0			$	0				7,356			$	1,227,278
K. Christopher Farkas			0			$	0				5,398			$	900,696
Paul J. Ferdenzi			0			$	0				7,207			$	1,202,457
John C. Watts			0			$	0				1,851			$	308,733

(a)	(a)		Stock Awards includes the vesting of the November 12, 2013March 19, 2020 Restricted Stock Unit and Performance Share Unit grant (for performance period 2014-2016) and the November 11, 2014 Restricted Stock grant plus reinvested dividends. 2020-2022).

Deferred Compensation Plans

The following table shows the deferred compensation activity for the NEOs during 2017.2023. This table does not include the nonqualified Restoration Plan since these totals are provided separately in the Pension Benefit Table below.

Non-Qualified Deferred Compensation Table

Name		Executive Contributions in Last Fiscal Year ($) (a)							Registrant Contributions in Last Fiscal Year ($)							Aggregate Earnings in Last Fiscal Year ($)							Aggregate Withdrawals/ Distributions ($)							Aggregate Balance at Last Fiscal Year End ($)
David C. Adams			$		0					$		0					$		224,521					$		0					$		4,742,683
Glenn E. Tynan			$		94,884					$		0					$		49,684					$		0					$		1,071,703
Thomas P. Quinly			$		596,638					$		0					$		57,442					$		585,074					$		1,295,958
Paul J. Ferdenzi			$		210,704					$		0					$		34,801					$		0					$		790,615
Harry S. Jakubowitz			$		0					$		0					$		0					$		0					$		0

 

Name		Executive Contributions in Last Fiscal Year ($) (a)				Registrant Contributions in Last Fiscal Year ($)				Aggregate Earnings in Last Fiscal Year ($)				Aggregate Withdrawals/ Distributions ($)				Aggregate Balance at Last Fiscal Year End ($)
Lynn M. Bamford		$	381,195			$	0			$	89,135			$	0			$	1,659,069
Kevin M. Rayment		$	0			$	0			$	0			$	0			$	0
K. Christopher Farkas		$	0			$	0			$	0			$	0			$	0
Paul J. Ferdenzi		$	145,986			$	0			$	131,589			-$	72,327			$	2,307,863
John C. Watts		$	0			$	0			$	0			$	0			$	0

(a)	(a)		Amounts reported in this column represent deferral of salary and incentive payments deferred in 2017,2023, and such amounts are also included in the corresponding columns of the Summary Compensation Table.

Total Pension Benefit Payable to Executive Officers

The estimated total pension benefit payable under the Curtiss-Wright Retirement Plan and the nonqualified Curtiss-Wright Restoration Plan described above in “Pension Plans” to the NEOs at retirement age 65 is also described in the following table as a total lump sum payable from each of these plans, based on benefits earned through December 31, 2017.2023. Participants must choose to receive benefits under the Retirement Plan and the Restoration Plan either through annuity payments or as a lump sum.

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Qualified Pension Benefit

Name		Plan Name (a)		Number of Years Credited Service							Present Value of Accumulated Benefit (b) ($)							Payments During Last Fiscal Year ($)
David C. Adams		Curtiss-Wright Corporation Retirement Plan					18					$		2,169,775					$		0
Glenn E. Tynan		Curtiss-Wright Corporation Retirement Plan					18					$		1,253,487					$		0
Thomas P. Quinly		Curtiss-Wright Corporation Retirement Plan					13					$		878,595					$		0
Paul J. Ferdenzi		Curtiss-Wright Corporation Retirement Plan					19					$		1,058,128					$		0
Harry S. Jakubowitz		Curtiss-Wright Corporation Retirement Plan					16					$		1,063,540					$		0

 

Name		Plan Name (a)		Number of Years Credited Service				Present Value of Accumulated Benefit (b) ($)				Payments During Last Fiscal Year ($)
Lynn M. Bamford		Curtiss-Wright Corporation Retirement Plan			17			$	983,028				$0
Kevin M. Rayment (c)		Curtiss-Wright Corporation Retirement Plan			N/A				N/A				N/A
K. Christopher Farkas		Curtiss-Wright Corporation Retirement Plan			15			$	563,773				$0
Paul J. Ferdenzi		Curtiss-Wright Corporation Retirement Plan			25			$	1,494,543				$0
John C. Watts		Curtiss-Wright Corporation Retirement Plan			17			$	705,557				$0

(a)	(a)		The Curtiss-Wright Corporation Retirement Plan is a defined benefit pension plan providing qualified retirement benefits to eligible employees of the Curtiss-Wright Corporation. Benefits are based on a formula which takes account of service and the average of the highest five years of a participant’s pay within the last 10 years of employment. Normal retirement is the later of age 65 or three years of service. Unreduced early retirement benefits may be payable if age is greater than 55 and the sum of age and service exceeds 80.
(b)		The present value of the accumulated benefit was determined as of December 31, 2017,2023, the measurement date used for pension disclosure in the Company’s financial statements pursuant to Accounting Standard Codification 715.

Non-Qualified Pension Benefit

Name		Plan Name (a)		Number of Years Credited Service							Present Value of Accumulated Benefit (b) ($)							Payments During Last Fiscal Year ($)
David C. Adams		Curtiss-Wright Corporation Retirement Plan					18					$		8,589,250					$		0
Glenn E. Tynan		Curtiss-Wright Corporation Retirement Plan					18					$		4,516,586					$		0
Thomas P. Quinly		Curtiss-Wright Corporation Retirement Plan					13					$		2,897,113					$		0
Paul J. Ferdenzi		Curtiss-Wright Corporation Retirement Plan					19					$		1,710,965					$		0
Harry S. Jakubowitz		Curtiss-Wright Corporation Retirement Plan					16					$		728,441					$		0

	(a)
(c)	Mr. Rayment does not participate in the Curtiss-Wright Corporation Retirement Plan because he transferred from the United Kingdom to the United States after plan was closed to new entrants.

Non-Qualified Pension Benefit

Name		Plan Name (a)		Number of Years Credited Service				Present Value of Accumulated Benefit (b) ($)				Payments During Last Fiscal Year ($)
Lynn M. Bamford		Curtiss-Wright Corporation Retirement Benefits Restoration Plan			17			$	4,324,201				$0
Kevin M. Rayment (c)		Curtiss-Wright Corporation Retirement Benefits Restoration Plan			N/A				N/A				N/A
K. Christopher Farkas		Curtiss-Wright Corporation Retirement Benefits Restoration Plan			15			$	1,282,166				$0
Paul J. Ferdenzi		Curtiss-Wright Corporation Retirement Benefits Restoration Plan			25			$	3,427,898				$0
John C. Watts		Curtiss-Wright Corporation Retirement Benefits Restoration Plan			17			$	748,314				$0

(a)	The Curtiss-Wright Corporation Restoration Plan is a non-qualified retirement plan established to provide benefits that would have been payable under the C-W Retirement Plan but for the limitations imposed by the provisions of the Internal Revenue Code and Employee Retirement Income Security Act. All participants of the C-W Retirement Plan are eligible to participate in the Restoration Plan. Restoration benefits are payable at the same time and otherwise in accordance with the termsparticipants’ elections for the distribution and conditions applicable undertiming of the C-W Retirement Plan.
benefit.
(b)		The present value of the accumulated benefit was determined as of December 31, 2017,2023, the measurement date used for pension disclosure in the Company’s financial statements pursuant to Accounting Standard Codification 715.
(c)	Mr. Rayment does not participate in the Curtiss-Wright Corporation Restoration Plan because he transferred from the United Kingdom to the United States after plan was closed to new entrants.

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The Plan benefit formula is described earlier. Elements of compensation that are included in the calculation of a benefit are base salary earned and short and long-term cash incentives earned. The Company has not adopted a policy prohibiting special benefits under the plans. However, historically the Company has not provided any additional years of credited service to any participants in the Plan.

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The following table shows the potential incremental value transfer to the NEOs under various employment related scenarios. The table does not include payments made to a NEO with respect to contracts, agreements, plans or arrangements to the extent they do not discriminate in scope, terms or operation, in favor of the Company’s executive officers and that are available generally to all salaried employees, such as the Company’s 401(k) plan.

Potential Post-Employment Payment

Termination Scenario		Lynn M. Bamford				Kevin M. Rayment				K. Christopher Farkas				Paul J. Ferdenzi				John C. Watts
If Retirement or Voluntary Termination Occurred on December 31, 2023 (a)(b)		$	6,233,876			$	0			$	2,194,527			$	1,534,096			$	0
If Termination for Cause Occurred on December 31, 2023 (c)		$	386,044			$	0			$	413,442			$	125,356			$	0
If Termination Without Cause Occurred on December 31, 2023 (d)		$	10,988,476			$	1,123,200			$	3,409,381			$	2,697,737			$	574,500
If “Change-In-Control” Termination Occurred on December 31, 2023 (e)		$	20,906,152			$	8,616,727			$	7,313,232			$	6,239,385			$	2,455,870
If Death Occurred on December 31, 2023 (f)(g)		$	10,795,780			$	5,589,111			$	4,046,401			$	3,168,408			$	1,356,181

(a)	Ms. Bamford, Mr. Farkas and Mr. Ferdenzi are eligible for early retirement. Messrs. Rayment and Watts are not yet eligible for Early Retirement.
(b)	Includes (1) intrinsic value of any unvested/unearned cash-based performance units, restricted stock units, and performance shares on December 31, 2023 that would vest after the date of termination or retirement, and (2) incremental value on measurement date (December 31, 2023) of vested benefit under the Curtiss-Wright Retirement Plan and the Curtiss-Wright Restoration Plan, assuming the executive elects immediate payout.
(c)	Includes incremental value on measurement date (December 31, 2023) of vested benefit under the Curtiss-Wright Retirement Plan and the Curtiss-Wright Restoration Plan, assuming the executive elects immediate payout.
(d)	Includes (1) intrinsic value of any unvested/unearned cash-based performance units, restricted stock units, and performance shares on December 31, 2023 that would vest after the date of termination for retirement-eligible executives, (2) severance payout (salary plus target bonus), and (3) incremental value on measurement date (December 31, 2023) of vested benefit under the Curtiss-Wright Retirement Plan and the Curtiss-Wright Restoration Plan, assuming the executive elects immediate payout.
(e)	Includes (1) change-in-control severance payout, (2) present value of any accelerated vesting of cash-based performance units, performance shares, and restricted stock units on December 31, 2023, (3) prorated portion of the unvested restricted stock units will accelerate for the retention grants of Ms. Bamford, Mr. Rayment, Mr. Farkas, and Mr. Ferdenzi, and (4) incremental value on measurement date (December 31, 2023) of vested benefit under the Curtiss-Wright Retirement Plan and the Curtiss-Wright Restoration Plan including additional three years of benefit accrual per change-in-control agreements for Ms. Bamford, and an additional two and one-half years for Messrs. Rayment, Farkas, Ferdenzi, and Watts, assuming the executive elects immediate payout.
(f)	Includes (1) present value of any accelerated vesting of cash-based performance units, performance shares, and restricted stock units on December 31, 2023, (2) prorated portion of the unvested restricted stock units will accelerate for the retention grants of Ms. Bamford, Mr. Rayment, Mr. Ferdenzi and Mr. Farkas, (3) incremental value on measurement date (December 31, 2023) of vested benefit under the Curtiss-Wright Retirement Plan and the Curtiss-Wright Restoration Plan,

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	assuming the executive elects immediate payout, and (4) value of Company-paid basic life insurance policy.
(g)	Depending on circumstances of death, all employees may also be eligible for Accidental Death and Dismemberment (AD&D) insurance payment and Business Travel Accident insurance payment.

PAY RATIO DISCLOSURE RULE

In accordance with rules adopted by the Securities and Exchange Commission, the Company is providing the following information concerning the ratio of the Company’s median employee’s annual total compensation to the total annual compensation of the Company’s principal executive officer (“PEO”). For fiscal year 2023, the Company’s PEO is Lynn M. Bamford. The Committee does not use this ratio as it considers appropriate compensation for the PEO. Management does not use this ratio when determining compensation for the rest of the workforce.

The Company identified the median employee by utilizing base salary as of December 1, 2023 and adding any target bonus to that amount, for all individuals, excluding the PEO, who were employed by the Company on December 31, 2023, the last day of the Company’s payroll year (whether employed on a full-time, part-time, or seasonal basis). In addition, the Company also excluded all independent contractors. The Company further converted all other currencies to U.S. dollars as of December 1, 2023, irrespective of currency fluctuations over the course of the year. Finally, the Company elected to use the de minimis exemption for non-U.S. employees to exclude 4.5% of the Company’s non-U.S. employees. The list of jurisdictions for which these employees are excluded, the approximate number of employees excluded from each jurisdiction, the total number of U.S. and non-U.S. employees irrespective of any exemption, and the total number of U.S. and non-U.S. employees used for the de minimis calculation are set forth in the table below.

Jurisdictions		Approximate Number of non-U.S. Employees Excluded				Total Number of U.S. and non-U.S. Employees irrespective of any exemption				Total Number of U.S. and non-U.S. Employees used for de minimis calculation
India			131				8,737				8,308
Costa Rica			104
Portugal			33
Sweden			40
Singapore			43
Spain			21
Poland			11
Netherlands			13
Belgium			5
Brazil			6
Taiwan			5
Korea			6
Hong Kong			1
Hungary			10

After identifying the median employee, the Company calculated annual total compensation for such employee using the same methodology the Company uses for the named executive officers as set forth in the 2023 Summary Compensation Table in this Proxy Statement. The total compensation amount for the median employee for 2023 was determined to be $72,282. This total compensation amount was then compared to the total compensation of the PEO disclosed in the Summary Compensation Table, of $8,526,311. Based on this information for 2023, the ratio of the PEO’s annual total compensation to the annual total compensation of the median employee was 118:1.

The Company believes that the ratio calculated above is not reflective of compensation awarded to our PEO in 2023. The total compensation of our PEO disclosed in the Summary Compensation Table includes the change in the actuarial present value of our PEO’s retirement benefits shown under column “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” of the Summary Compensation Table. The pension values for fiscal year 2023 reflect the impact of changes

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in interest rates on actuarial present value calculations. Excluding this change in actuarial present value of the PEO’s pension benefit, the ratio would be 106:1.

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 $100 Investment Based On:												Company- Selected Measure
Fiscal Year (a)		Summary Compensation Table (SCT) Total for PEO (b)				Summary Compensation Table (SCT) Total for Prior PEO (b)				Compensation Actually Paid to PEO (CAP) (c)				Compensation Actually Paid to Prior PEO (CAP) (c)				Average Summary Compensation Table (SCT) Total for Non- PEO Named Executive Officers (d)				Average Compensation Actually Paid to Non-PEO Named Executive Officers (CAP) (e)				Company Total Shareholder Return ($) (f)				Peer Group Total Shareholder Return ($) (g)				Net Income (in thousands, $) (h)				Adjusted Operating Income (in thousands, $) (i)
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 2023, 2022, 2021 and 2020.
(b)	For fiscal years 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
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.

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	(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)
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 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 four 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 2023, non-PEO Named Executive Officers were: Kevin M. Rayment, K. Christopher Farkas, Paul J. Ferdenzi, and John C. Watts. For fiscal year 2022, non-PEO Named Executive Officers were: David C. Adams, Kevin M. Rayment, K. Christopher Farkas, Paul J. Ferdenzi, and John C. Watts. For fiscal year 2021, non-PEO Named Executive Officers were: David C. Adams, Kevin M. Rayment, Paul J. Ferdenzi, and K. Christopher Farkas. 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:

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Average Non-PEO SCT Total to CAP Reconciliation:

Fiscal Year		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
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)
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 Shares 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, 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 2023, 2022, 2021, and 2020 earnings releases, respectively, furnished to the SEC on February 15, 2024, February 22, 2023, February 24, 2022, and February 25, 2021, respectively.

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For the fiscal year ending December 31, 2023, 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

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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

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COMPENSATION OF DIRECTORS

The following table sets forth certain information regarding the compensation earned by or granted to each non-employee director who served on the Company’s Board of Directors in 2017. Mr. Adams,2023. Ms. Bamford, the only current director who is an employee of the Company, is not compensated for hisher services as a Board member.

Director Compensation

Name		Fees Earned or Paid in Cash ($)(a)							Stock Awards ($)(b)							Option Awards ($)							Non-Equity Incentive Plan Compensation ($)							Change in Pension Value and Nonqualified Compensation Earnings ($)							All Other Compensation ($)(d)							Total
Dean M. Flatt			$		90,000					$		105,000							—							—							—					$		25					$		195,025
S. Marce Fuller			$		105,000					$		105,000							—							—							—					$		25					$		210,025
Rita J. Heise			$		90,000					$		105,000							—							—							—					$		25					$		195,025
Bruce D. Hoechner			$		67,500					$		35,000							—							—							—					$		25					$		102,525
Allen A. Kozinski			$		120,000					$		105,000							—							—							—					$		25					$		225,025
John R. Myers (c)			$		22,500					$		105,000							—							—							—					$		25					$		127,525
John B. Nathman			$		90,000					$		105,000							—							—							—					$		25					$		195,025
Robert J. Rivet			$		107,500					$		105,000							—							—							—					$		13,720					$		226,220
Albert E. Smith			$		100,000					$		105,000							—							—							—					$		25					$		205,025
Peter C. Wallace			$		90,000					$		105,000							—							—							—					$		21,911					$		216,911

 

Name		Fees Earned or Paid in Cash ($) (a)					Stock Awards ($) (b)					Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				Change in Pension Value and Nonqualified Compensation Earnings ($)				All Other Compensation ($)				Total
David C. Adams (c)			$	18,750				$	135,000				—				—				—				—				$	153,750
Dean M. Flatt			$	112,500				$	135,000				—				—				—				—				$	247,500
S. Marce Fuller			$	140,000				$	135,000				—				—				—				—				$	275,000
Bruce D. Hoechner			$	100,000				$	135,000				—				—				—				—				$	235,000
Glenda J. Minor			$	100,000				$	135,000				—				—				—				—				$	235,000
Anthony J. Moraco			$	100,000				$	135,000				—				—				—				—				$	235,000
William F. Moran			$	75,000				$	35,000				—				—				—				—				$	110,000
John B. Nathman (c)			$	25,000				$	135,000				—				—				—				—				$	160,000
Robert J. Rivet			$	122,500				$	135,000				—				—				—				—				$	257,500
Peter C. Wallace			$	112,500				$	135,000				—				—				—				—				$	247,500
Larry D. Wyche			$	75,000				$	35,000				—				—				—				—				$	110,000

(a)	(a)		Represents all fees earned or paid for services as a director, including annual retainer, lead director fee, committee membership fee, and committee chairman retainers, and includes amounts deferred. Directors have a choice to receive all or a portion of their director fees paid in cash, stock, or a combination of the two. Directors also have a choice to defer all or a portion of director fees paid in cash or stock. For fiscal 2017, Ms. Heise2023, Messrs. Adams and Moraco elected to receive all of hertheir director fees in stock, as set forth in the table below.

Name		Stock Award (#)*							Grant Date Fair Value ($)							Pay Date
Heise					34					$		3,125							March 31, 2017
					34					$		3,125							March 31, 2017
					179					$		16,250							March 31, 2017
					34					$		3,125							June 30, 2017
					34					$		3,125							June 30, 2017
					178					$		16,250							June 30, 2017
					26					$		3,125							September 30, 2017
					26					$		3,125							September 30, 2017
					165					$		16,250							September 30, 2017
					26					$		3,125							December 31, 2017
					26					$		3,125							December 31, 2017
					134					$		16,250							December 31, 2017

Name		Stock Award (#)*				Grant Date Fair Value ($)					Pay Date
Mr. Adams			106				$	18,750			March 31, 2023
Mr. Moraco			18				$	3,125			March 31, 2023
			18				$	3,125			March 31, 2023
			106				$	18,750			March 31, 2023
			17				$	3,125			June 30, 2023
			17				$	3,125			June 30, 2023
			102				$	18,750			June 30, 2023
			16				$	3,125			September 30, 2023
			16				$	3,125			September 30, 2023
			96				$	18,750			September 30, 2023
			14				$	3,125			December 31, 2023
			14				$	3,125			December 31, 2023
			84				$	18,750			December 31, 2023

	*		Shares rounded up to the next whole number of shares

(b)	(b)		The values shown represent the aggregate grant date fair value for 20172023 computed in accordance with FASB ASC Topic 718. In February 2017,2023, each then non-employee Director other than Mr. Hoechner werewas awarded 1,068787 shares of restricted common stockCommon Stock as annual stock grant, each having a full fair value of $105,000$135,000 based on the market value of the common stockCommon Stock on the grant date pursuant to FASB ASC Topic 718. In May 2017, Mr. Hoechner2023, Messrs. Moran and Wyche received 417214 shares of restricted common stockCommon Stock as an award for a newly elected member toof the Board, of Directors, having a full fair value of $35,000 based on the market value of the common stockCommon Stock on the grant date pursuant to FASB ASC Topic 718. 718, The aggregate number of stock awards outstanding as of December 31, 2023 are

75

	as follows: Ms. Minor – 308; Mr. Moraco – 1,057; Mr. Moran – 214; Mr. Rivet – 787; and Mr. Wyche – 214.
(c)		Mr. MyersMessrs. Adams and Nathman retired from the Board and did not stand for election effective as of May 11, 2017. 4, 2023.

45

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	(d)		Represents premium payments paid by the Company for term life insurance. Term life insurance and executive physical benefits for the directors were discontinued as of March 1, 2017. The amounts for Messrs. Rivet and Wallace also include payments for executive physicals for them and their spouse in the aggregate amount of $13,695 and $21,866, respectively. The Company also paid for executive physicals for Messrs. Myers and Nathman, but these payments were less than $10,000 each.

In 2017,2023, each non-employee Director of the Company was paid an annual retainer of $65,000$75,000 plus $12,500 for each committee for which such director is a member. The chairpersons of the Audit Committee, Committee on Directors and Governance, Executive Compensation Committee, and Finance Committee of the Board of Directors were paid an additional annual retainer of $17,500, $10,000,$22,500, $12,500, $15,000, and $10,000,$12,500, respectively. The Lead Independent Director was paid an additional annual retainer of $20,000.$25,000. Director compensation is reviewed every other year. Based on peer and market data and advise from FW Cook, in November 2023 the Board approved the following changes to Director compensation for 2024: (i) the annual Board retainer was increased to $85,000, (ii) the annual equity award was increased to $145,000, (iii) the Lead Independent Director annual retainer was increased to $30,000, and (iv) the annual retainers for the chairpersons of the Audit Committee, Committee on Directors and Governance, Executive Compensation Committee, and Finance Committee were increased to $25,000, $15,000, $20,000, and $15,000, respectively. The next Director compensation review will occur in November 2025 for compensation to be paid in 2026. Pursuant to the Company’s 2014 Omnibus Incentive Plan, the Company’s non-employee Directors may elect to receive their annual retainer, Chairperson fee, committee membership fees, and Lead Independent Director fee in the form of Companyour Common Stock, cash, or both and may elect to defer the receipt of such stock or cash. Until March 1, 2017, each non-employee Director was also eligible for an executive physical and group term life insurance coverage in the amount of $150,000 for which the Company would pay the premiums. The fees of the executive physicals and the premiums paid on this insurance coverage for each non-employee Director was reported as income to the Director.

In addition to the annual retainer and meeting fees described above, under the Company’s 2014 Omnibus Incentive Plan, the Company, acting through the Committee on Directors and Governance, has the discretionary authority to make equity grants to non-employee Directors. Effective February 2018,With respect to fiscal 2024, each non-employee Director was granted 857641 shares of restricted Common Stock effective February 2024 based on a market value of $105,000$145,000 on the grant date with such shares subject to forfeiture based upon failing to remain on the Board for a three-yearone-year period. The Company grantsIn addition to the foregoing, the Company’s policy is to award each newly-appointednewly appointed Director upon appointment a grant of restricted Common Stock valued at $35,000 based on the market value of the Common Stock on the grant date with such shares subject to forfeiture based upon failing to remain on the Board for a five-year period. Each Director must also accumulate a total position in the Company’s Common Stock with a value of five times the annual retainer.

Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports

Section 16(a) of the Securities Exchange Act and the rules thereunder of the SEC require the Company’s Directors, Officers, and beneficial owners of more than 10% of the Common Stock to file reports of their ownership and changes in ownership of Common Stock with the Commission. SEC regulations require that the Company be furnished with copies of these reports. Personnel of the Company generally prepare these reports on behalf of the Directors and Officers on the basis of information obtained from each Director and Officer. Based solely on a review of these reports filed with the SEC and on such informationthe written representations from the Directors and Officers, the Company believes that all reports required by Section 16(a) of the Securities and Exchange Act to be filed during the year ended December 31, 20172023 were filed on time. A Form 5 for Robert J. Rivet reporting exempt transactions covering exempt purchases of Common Stock at various times throughout 2017 through a dividend reinvestment account was filed on February 1, 2018.

Certain Relationships and Related Transactions

The Company’s legal department is primarily responsible for identifying relationships and transactions in which the Company and a director, any nominee for director, executive officer or more than 5% stockholder of the Company, including any of their immediate family members, and any entity owned or controlled by them, are participants to determine whether any of these related persons had or will have a direct or indirect material interest. In order to identify potential related person transactions, the Company’s legal department annually prepares and distributes to all directors, nominees for directors, and executive officers a written questionnaire, which includes questions intended to elicit information about any related person transactions. Further enhancing the Company’s commitment to identify any transactions with related persons, the Company’s finance department

46

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adopted a related party transactions policy, which requires each of the business units to identify and

76

disclose to the Company’s corporate controller and general counsel all related person transactions on a quarterly basis or on such shorter intervals as the situation arises.

The Company’s corporate governance guidelines, applicable to Directors, and the Company’s code of conduct, applicable to all employees of the Company, including executive officers (copies of which may be viewed within the Corporate Governance section of the Company’s website at https:www.curtisswright.com//curtisswright.com/investor-relations/governance/governance-documents and are available in print, without charge, upon written request to the Company’s Corporate Secretary), prohibits such individuals from engaging in specified activities without prior approval. These activities typically relate to conflict of interestconflict-of-interest situations where a director, executive officer, an employee, or member of their immediate family may have significant financial or business interests in another company competing with or doing business with the Company, or who stands to benefit in some way from such a relationship or activity. If a director or executive officer believes that, as a result of a transaction with the Company, he or she has an actual or potential conflict of interest with the Company, he or she must promptly notify the Company’s General Counsel. In case of a transaction involving a director, he or she must also notify the Chairperson of the Committee on Directors and Governance (or in case of a transaction involving the Chairperson of the Committee on Directors and Governance, notify the other members of the Committee on Directors and Governance).

The Board of Directors has responsibility for reviewing and approving or ratifying related person transactions to the extent a director, nominee for director, executive officer or more than 5% stockholder of the Company, including any of their immediate family members, and any entity owned or controlled by them, are participants. To the extent that a proposed related-person transaction may involve a director, such individual may not participate in any decision by the Board that in any way relates to the matter that gives rise to the conflict of interest. The Company’s corporate controller and general counsel has responsibility for reviewing and approving or ratifying all other transactions in which the Company and any other employee (other than an executive officer) or his or her immediate family members has a direct or indirect material interest.

Neither the corporate governance guidelines nor code of conduct specify the standards to be applied by the Board of Directors or the Company’s corporate controller and general counsel, as applicable, in reviewing transactions with related persons. However, the Company expects that in general the Board of Directors or the Company’s corporate controller and general counsel, as applicable, will consider all of the relevant facts and circumstances, including, if applicable, but not limited to: (i) the benefits to the Company; (ii) the impact on a Director’s independence in the event the related person is a Director, an immediate family member of a Director, or an entity in which a Director is a partner, shareholder, or executive officer; (iii) the availability of other sources for comparable products or services; (iv) the terms of the transaction; and (v) the terms available for similar transactions with unrelated third parties.

During fiscal year 2017,2023, there were no proceedings to which any of our Directors, executive officers, affiliates, holders of more than five (5%) percent of our Common Stock, or any associate (as defined in the Proxy Rules) of the foregoing were adverse to the Company or any of its subsidiaries. During fiscal year 2017,2023, none of our Directors, nominees for directors, executive officers, holders of more than five (5%) percent of our Common Stock, or any members of their immediate family had a direct or indirect material interest in any transactions or series of transactions with the Company in which the amount involved exceeded or exceeds $120,000.

Compensation Committee Interlocks and Insider Participation

During fiscal year 2017:

	•		None of the members of the Executive Compensation Committee was an officer (or former officer) or employee of the Company.
	•		None of the members of the Executive Compensation Committee or any members of their immediate family entered into (or agreed to enter into) any transaction or series of

47

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			transactions with the Company in which the amount involved exceeded or exceeds $120,000.
	•		None of the Company’s executive officers served on the compensation committee (or another board committee with similar functions or, if there was no such committee, the entire board of Directors) of another entity where one of that entity’s executive officers served on the Company’s Executive Compensation Committee.
	•		None of the Company’s executive officers was a Director of another entity where one of that entity’s executive officers served on the Company’s Executive Compensation Committee.
	•		None of the Company’s executive officers served on the compensation committee (or another board committee with similar functions or, if there was no such committee, the entire board of Directors) of another entity where one of that entity’s executive officers served as a Director on the Company’s Board of Directors.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of February 16, 20182024 for the beneficial ownership of common stockCommon Stock by (a) each stockholder who, to the Company’s knowledge, is the beneficial owner of more than 5% of the outstanding shares of any class of Common Stock, (b) each current Director of the Company, (c) each nominee for election as a Director of the Company, (d) each of the executive officers of the Company named in the Summary Compensation Table above (the “Named Executive Officers”), and (e) all current Directors and executive officers of the Company as a group. The percentages in the third column are based on 44,244,01038,290,701 shares of Common Stock issued and outstanding on February 16, 2018.2024. In each case, except as otherwise indicated in the footnotes to the table, the shares shown in the second column are owned directly or indirectly by the individuals or

77

members of the group named in the first column, with sole voting and dispositive power. For purposes of this table, beneficial ownership is determined in accordance with the federal securities laws and regulations. Inclusion in the table of shares not owned directly by the Director or Named Executive Officer does not constitute an admission that such shares are beneficially owned by the Director or Named Executive Officer for any other purpose.

Name of Beneficial Owner

Number of Shares Beneficially Owned

Percentage of Class

BlackRock, Inc.

6,019,976

(a)

13.6

%

Singleton Group LLC

3,762,960

(b)

8.5

%

The Vanguard Group

3,467,183

(c)

7.8

%

David C. Adams

114,300

(d)(e)(f)

*

Paul J. Ferdenzi

24,940

(d)(f)

*

Dean M. Flatt

8,454

(d)(g)(h)

*

S. Marce Fuller

14,234

(d)(j)(h)

*

Rita J. Heise

3,922

(d)(g)(k)

*

Bruce D. Hoechner

417

(d)(g)(h)

*

Harry S. Jakubowitz

20,476

(d)(f)

*

Dr. Allen A. Kozinski

17,799

(d)(g)(l)

*

John B. Nathman

5,490

(d)(h)

*

Thomas P. Quinly

81,682

(d)(f)

*

Robert J. Rivet

7,388

(d)(j)(h)

*

Albert E. Smith

21,016

(d)(g)(h)

*

Glenn E. Tynan

60,845

(d)(f)

*

Peter C. Wallace

438

(d)(g)(h)

*

Directors and Executive Officers as a group (15 persons)

384,163

(i)

*

 

Name of Beneficial Owner		Number of Shares Beneficially Owned				Percentage of Class
BlackRock, Inc.		4,151,787		(a)			10.8	%
The Vanguard Group		3,635,575		(b)			9.4	%
Lynn M. Bamford		53,116		(c)(d)			*
K. Christopher Farkas		23,782		(c)(d)(i)			*
Paul J. Ferdenzi		30,607		(c)(d)			*
Dean M. Flatt		10,607		(c)(f)			*
S. Marce Fuller		11,446		(c)(f)(h)			*
Bruce D. Hoechner		887		(c)(f)			*
Glenda J. Minor		1,661		(c)(e)(f)			*
Anthony J. Moraco		4,404		(c)(e)			*
William F. Moran		214		(c)(e)(f)			*
Kevin M. Rayment		34,514		(c)(d)			*
Robert J. Rivet		13,486		(c)(e)(f)(h)			*
Peter C. Wallace		4,986		(c)(f)(j)			*
John C. Watts		5,844		(c)(d)			*
Larry D. Wyche		1,021		(c)(e)			*
Directors and Executive Officers as a group (16 persons)		212,114		(g)			*

*	*		Less than 1%.

(a)	(a)		Address is 40 East 52nd Street, New York, New York, 10022. The information as to the beneficial ownership of Common Stock by BlackRock, Inc. was obtained from Amendment No. 9,3, dated

48

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			January 17, 2018, to23, 2024, its statement on Schedule 13G, filed with the Securities and Exchange Commission. Such report discloses that at December 31, 2017,2023, BlackRock, Inc. possessed sole voting and sole dispositive power with respect to 5,893,1833,945,100 and 6,019,9764,151,787 shares of Common Stock, respectively.
	(b)		Address is 3419 Via Lido #630, Newport Beach, California, 92663. The information as to the beneficial ownership of Common Stock by Singleton Group LLC was obtained from Amendment No. 2, dated August 17, 2007, to its statement on Schedule 13D, filed with the Securities and Exchange Commission. Such report discloses that at August 17, 2007: (1) the Singleton Group LLC possessed shared voting and dispositive power with respect to 3,762,960 shares of Common Stock, (2) Christina Singleton Mednick possessed shared voting and dispositive power with respect to 3,762,960 shares of Common Stock, (3) William W. Singleton possessed shared voting and dispositive power with respect to 3,762,960 shares of Common Stock, and (4) Donald E. Rugg possessed shared voting and dispositive power with respect to 3,762,960 shares of Common Stock and sole voting and dispositive power with respect to 56 shares of Common Stock.
(b)	(c)		Address is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. The information as to the beneficial ownership of Common Stock by The Vanguard Group was obtained from Amendment No. 5,11, dated February 7, 2018,13, 2024, to its statement on Schedule 13G, filed with the Securities and Exchange Commission. Such report discloses that at December 31, 2017,2023, The Vanguard Group: (1) possessed sole voting power with respect to 76,178-0- shares of Common Stock, (2) possessed sole dispositive power with respect to 3,388,9553,585,762 shares of Common Stock, (3) possessed shared voting power with respect to 5,26013,724 shares of Common Stock, and (4) possessed shared dispositive power with respect to 78,22849,813 shares of Common Stock.
	(d)
(c)		Address is c/o Curtiss-Wright Corporation, One130 Harbour Place Drive, Suite 300, Davidson, North Carolina 28036.
	(e)		Includes 17,414 shares of Common Stock that Mr. Adams has the right to acquire through the exercise of stock options within 60 days of February 16, 2018.
(d)	(f)		Includes shares of time-based restricted Common Stock owned by the Named Executive Officers as follows (and subject to forfeiture under the Company’s 2005 Long-Term Incentive Plan and 2014 Omnibus Incentive Plan, as applicable)Plan) that vest on the third anniversary of the date of grant: David C. Adams, 21,680;Lynn M. Bamford, 24,548; K. Christopher Farkas, 11,7022 ; Paul J. Ferdenzi, 3,993; Harry S. Jakubowitz, 1,436; Thomas P. Quinly, 37,76311,86713 ; Kevin M. Rayment, 16,746, and Glenn E. Tynan, 7,558.John C. Watts, 1,738.

2	5,660 of these shares of time-based restricted stock vest on December 15, 2026 pursuant to a Restricted Stock Unit Agreement entered into between the Company and Mr. Farkas on December 16, 2021.
3	5,660 of these shares of time-based restricted stock vest on December 15, 2026 pursuant to a Restricted Stock Unit Agreement entered into between the Company and Mr. Ferdenzi on December 16, 2021.

78

(e)	(g)		Includes shares of restricted Common Stock owned by the non-employee Directors as follows (and subject to forfeiture under the Company’s 2014 Omnibus Incentive Plan): Dean M. Flatt, 1,380; RitaGlenda J. Heise, 3,363; BruceMinor, 308; Anthony J. Moraco, 911; William F. Moran, 214; Robert J. Rivet, 787; and Larry D. Hoechner, 417; Allen A. Kozinski, 3,305; Albert E. Smith, 3,305; and Peter C. Wallace, 438.
Wyche, 855.
	(h)
(f)		Does not include shares of Common Stock granted to the non-employee Directors (under the Company’s 2005 Stock Plan for Non-Employee Directors and 2014 Omnibus Incentive Plan, as applicable) that he or she has elected to defer receipt of until a later period as the Director neither has nor shares voting or investment power with respect to these shares and is not deemed the beneficial owner, as follows: Dean M. Flatt, 1,930;5,297; S. Marce Fuller, 19,509;22,316; Bruce D. Hoechner, 857; John B. Nathman, 3,326;7,077; Glenda J. Minor, 3,508; William F. Moran, 641; Robert J. Rivet, 3,326; Albert E. Smith, 336;1,617; and Peter C. Wallace, 2,596.
3,677.
	(i)
(g)		Includes shares of Common Stock as indicated in the preceding footnotes.
	(j)
(h)		Share total rounded down to the next whole number of shares respecting fractional shares purchased pursuant to a broker-dividend reinvestment plan.
	(k)
(i)		All of theIncludes 4,516 shares held in Ms. Heise’s revocable trust over which Ms. HeiseMr. Farkas and her husbandhis spouse share voting and investment power.
	(l)
(j)		Includes 13,1854,986 shares held in a revocable trust of Mr. Kozinski and his wife, over which Mr. Kozinski and his wife shareWallace has sole voting and investment power.

 

1 28,818 of these shares of time-based restricted stock vest on April 1, 2021 pursuant to a Restricted Stock Unit Agreement entered into between the Company and Mr. Quinly on April 1, 2013.

49

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PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has appointed the firm of Deloitte & Touche LLP (“Deloitte”) to act as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2018,2024, subject to the ratification by the Company’s stockholders at this Annual Meeting as required by the By-laws of the Company. The Board of Directors requests that stockholders ratify such appointment. If the stockholders fail to ratify the appointment of Deloitte, our Audit Committee will appoint another independent registered public accounting firm to perform such duties for the current fiscal year and submit the name of such firm for ratification by our stockholders at the next Annual Meeting of stockholders. Deloitte has been retained as the Company’s independent registered public accounting firm since 2003.

The Audit Committee annually reviews Deloitte’s performance in deciding whether to retain Deloitte or engage a different independent registered public accounting firm. In making such determination, the Audit Committee considers, among other things, (i) an evaluation of Deloitte’s historical and recent performance on the Company’s audit; (ii) Deloitte’s capability and expertise in handling the breadth and complexity of the Company’s worldwide operations; (iii) recent Public Company Oversight Board (PCAOB) reports on Deloitte and its peer firms; (iv) appropriateness of Deloitte’s fees for audit and non-audit services, on both an absolute basis and as compared to its peer firms; and (v) the benefits of having a long-tenured auditor such as (1) a higher quality audit due to Deloitte’s institutional knowledge and deep understanding of the Company’s business, accounting policies and practices, and internal control over financial reporting; (2) an efficient fee structure as Deloitte’s fees are competitive with peer companies because of Deloitte’s familiarity with the Company’s business and industry; and (3) avoiding the costs and disruptions, including management time and distractions, associated with bringing on a new independent auditor. Based on this evaluation, the Audit Committee believes that the continued retention of Deloitte to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its stockholders.

Representatives of Deloitte are expected to be present at the Annual Meeting to make such statements and answer such questions as are appropriate.

Ratification of the appointment of Deloitte will require the affirmative vote of at least a majority in voting interest of the stockholdersshares of Company Common Stock present in person or represented by proxy (and eligibleand (eligible to vote) and voting at the Annual Meeting, assuming the presence of a quorum. As further discussed in the section titled “Broker non-votesnon-votes”” on page 210 of this Proxy Statement, if you own shares of Common Stock through a bank, broker or other holder of record and you do not instruct your bank, broker or other holder of record on how to vote on this “routine” proposal, your bank, broker or other holder of record will

79

nevertheless have authority to vote your shares on this “routine” proposal in your banks’, brokers’ or other holders’ of record discretion.

50

---

 

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS
THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2018

Disclosure about Fees

The following table presents the aggregate fees billed by our independent registered public accountants, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates for the audit of our annual financial statements for the calendar years ended December 31, 20172023 and 2016,2022, as well as other services provided during those periods:

		2017							2016
Audit Fees (a)			$		4,176,000					$		3,840,000
Audit-Related Fees (b)			$		633,000					$		11,000
Tax Fees (c)			$		278,000					$		132,000
All Other Fees(d)			$		52,000					$		50,000
Total			$		5,139,000					$		4,033,000

 

		2023				2022
Audit Fees (a)		$	4,461,500			$	3,935,000
Audit-Related Fees (b)		$	36,000				—
Tax Fees (c)		$	55,000			$	94,000
All Other Fees (d)		$	6,000			$	6,000
Total		$	4,558,500			$	4,035,000

(a)	(a)		Audit Fees consist of fees billed for services rendered for the annual audit of our consolidated financial statements, audit of the effectiveness of our internal controls over financial reporting as required by Section 404 of the Sarbanes-Oxley Act, review of condensed consolidated financial statements included in the Company’s quarterly reports on Form 10-Q, and services that are normally provided in connection with statutory and regulatory filings or engagements.
(b)		Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements that are not reported under the caption “Audit Fees”. The fees for 2017 relate to review and advisory services for the new revenue recognition guidance and for a pension plan audit of one of our subsidiaries. The fees for 2016 are for a pension plan audit of one of our subsidiaries.
(c)		Tax Fees consist of fees billed for services rendered for tax compliance, tax advice, and tax planning. The fees for 20172023 and 20162022 relate principally to preparation of tax returns and other tax compliance services directly related to such returns.
(d)		All Other Fees for 20172023 and 20162022 consist of fees billed for research and advisory services relating to human resources and talent acquisition services. tools.

Pre-Approval Policy for Audit and Non-Audit Services

The Audit Committee has adopted a policy to pre-approve audit and permissible non-audit services, provided by the independent accountants. TheAnnually, the Audit Committee will consider annually and, if appropriate, approve the scope of the audit services to be performed during the fiscal year as outlined in an engagement letter proposed by the independent accountants. To facilitate the prompt handling of certain matters,For permissible non-audit services, the Audit Committee delegates to the Chief Financial Officer the authority to approveapproves in advance all audit and non-audit services below $500,000 to be provided by the independent accountants so long as no individual service exceeds $100,000. ForThe Company’s pre-approval policy includes a detail list of permissible non-audit services we submitand is provided to the Audit Committee, at least quarterly, a list ofCommittee. Non-audit services and a corresponding budget estimate that we recommendgreater than $100,000 or for any service when aggregate services have exceeded the $500,000, separate pre-approval by the Audit Committee engage the independent accountant to provide.is obtained. We routinely (at least quarterly) inform the Audit Committee as to the nature, extent, and fees of services provided by the independent accountants in accordance with this pre-approval policy and the fees incurred for the services performed to date. During fiscal year 2017,2023, all of the Audit-Related Fees, Tax Fees, and All Other Fees in the table above were approved by the Audit Committee. The Company believes that none of the time expended on Deloitte & Touche LLP’s engagement to audit the Company’s financial statements for fiscal 20172023 and 20162022 was attributable to work performed by individuals other than Deloitte & Touche

51

---

LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates full-time, permanent employees.

80

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF DELOITTE &
TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024
(PROPOSAL 2).

PROPOSAL THREE: APPROVAL OF THE AMENDMENTS TO THE
CURTISS-WRIGHT CORPORATION EMPLOYEE STOCK PURCHASE
2024 OMNIBUS INCENTIVE PLAN
AS AMENDED, INCLUDING TO INCREASE THE TOTAL NUMBER OF SHARES
OF THE COMPANY’S COMMON STOCK RESERVED FOR ISSUANCE UNDER
THE PLAN BY 750,000 SHARES

Background and Purpose of the Proposal

The Board of Directors believes it is in the Company’s best interests to encourage stock ownership by its employees. Accordingly, on September 24, 2002,Overview

On February 8, 2024, the Board of Directors, unanimously approvedupon the adoptionrecommendation of the Executive Compensation Committee, adopted the Curtiss-Wright Corporation Employee Stock Purchase2024 Omnibus Incentive Plan (“ESPP”(the “2024 Omnibus Incentive Plan”), andsubject to the approval of the stockholders at this Annual Meeting. The 2024 Omnibus Incentive Plan is intended to replace the Company’s 2014 Omnibus Incentive Plan (the “Prior Plan”), which was approved by the Company’s stockholders approvedat the ESPPCompany’s 2014 annual meeting on May 23, 2003. At2, 2014. The 2024 Omnibus Incentive Plan will become effective as of the 2011date of this Annual Meeting (the “Effective Date”) if approved by the Company’s stockholders and will not become effective if such approval is not received. If the 2024 Omnibus Incentive Plan is approved by the Company’s stockholders, 1,560,000 shares of the Company’s common stock will be available for awards under the 2024 Omnibus Incentive Plan, less one share for every one share that was subject to an award granted under the Prior Plan after December 31, 2023, and prior to the Effective Date of the 2024 Omnibus Incentive Plan. Stockholder approval of the 2024 Omnibus Incentive Plan is necessary for purposes of complying with New York Stock Exchange approval requirements for equity compensation plans.

The purpose of the 2024 Omnibus Incentive Plan is to foster and promote the long-term financial success of the Company and to increase stockholder value by (i) providing eligible employees, officers, non-employee directors, consultants, and advisors of the Company with incentives that align their interests with stockholders’ interests and that contribute to the long-term growth and profitability of the Company, and (ii) enabling the Company to attract, retain and motivate highly qualified employees, officers, non-employee directors, consultants, and advisors who are in a position to make significant contributions to the Company for its successful operations.

The Prior Plan will expire by its terms on May 2, 2024, which is the Effective Date of the 2024 Omnibus Incentive Plan, and no further grants may be made under the Prior Plan after this date. However, all outstanding awards under the Prior Plan will continue to be governed by the terms of the Prior Plan. If the 2024 Omnibus Incentive Plan is not approved by the Company’s stockholders at this Annual Meeting, the Company will be unable to maintain its current equity granting practices, and, therefore, it will be at a significant competitive disadvantage in the extremely competitive labor markets in which it competes in attracting, retaining, and motivating talented individuals who contribute to the Company’s success. The Company will also be compelled to replace equity incentive awards with additional cash awards, which may not align with the interests of the Company’s stockholders approved an amendmentas effectively as equity incentive awards.

Considerations for the Approval of the ESPP2024 Omnibus Incentive Plan

Corporate Governance Best Practices

The 2024 Omnibus Incentive Plan has been designed to increasebuild upon the effectiveness of the Prior Plan and the 2024 Omnibus Incentive Plan incorporates certain corporate governance best practices to further align the Company’s equity compensation program with the interests of the Company’s stockholders. The following is a list of some of these best practices, which are intended to protect the interest of the Company’s stockholders:

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No “Evergreen” Provision: the 2024 Omnibus Incentive Plan does not provide for automatic annual increases in the share reserve without stockholder approval.

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	•	Minimum Vesting Requirements: Awards under the 2024 Omnibus Incentive Plan are subject to a minimum vesting period of one year from the date of grant, with only narrow exceptions, which the Company believes strengthen employees’ interest in creating long-term value for stockholders.
	•	Restricted Dividends and Dividend Equivalents on Awards: Dividends and dividend equivalents will not be paid on shares subject to outstanding stock options or stock appreciation rights. The 2024 Omnibus Incentive Plan permits payment of dividends and dividend equivalents on awards subject to a vesting condition only if and when the underlying award vests.
	•	No Discounted Stock Options or Stock Appreciation Rights: Stock options and SARs must have an exercise price per share that is no less than the fair market value of the Company’s common stock on the date of grant.
	•	No Repricing: Repricing of stock options and SARs is not permitted without stockholder approval, except for adjustments with respect to certain specified extraordinary corporate transactions.
	•	No “Single Trigger” Vesting: Awards granted under the 2024 Omnibus Incentive Plan will not vest automatically upon a change in control, unless such awards are not assumed, substituted or continued by a successor entity.
	•	Limit on Non-Employee Director Compensation: The maximum aggregate grant date fair value of all awards granted to any non-employee director in any calendar year is $500,000.
	•	Clawback of Awards: Awards are subject to any “clawback”, recovery, or recoupment policy that is, or may be, maintained by the Company.
	•	No Excise Tax Gross-Ups: The 2024 Omnibus Incentive Plan does not provide for any tax gross-ups.
	•	No Reload Stock Options: Stock options issued under the 2024 Omnibus Incentive Plan do not provide for the automatic grant of the same number of stock options used to pay for the exercise price of the stock options.
	•	No “liberal” change in control definition: The 2024 Omnibus Incentive Plan defines change in control based, in part, on the consummation of the transaction rather than the announcement or stockholder approval of the transaction.

Reasonable Burn Rate

The Company recognizes the dilutive impact of its equity compensation on stockholders and continuously strives to balance this concern with the competition for talent. In the process used to determine the number of shares to be reserved for issuance under the 2024 Omnibus Incentive Plan, the Company reviewed information regarding the burn rate and dilution metrics discussed below. The Company believes the potential dilution to stockholders is reasonable and sustainable to meet its business goals.

The Company considered its annual share pool usage over the most recently completed three-year period (or “burn rate”) with respect to the equity awards granted by the Company, as shown in the table below:

Burn Rate Information (3)		2021				2022				2023
Stock Options Granted			—				—				—
Time-Based Restricted Stock Units Granted			74,000				49,000				58,000
Performance Share Units Earned and Vested			27,000				29,000				57,000
Total Awards Granted (1)			101,000				78,000				115,000
Weighted Average Common Shares Outstanding (Basic)			40,417,000				38,386,000				38,283,000
Burn Rate (2)			0.25	%			0.20	%			0.30	%

(1)	Total Awards Granted is the sum of Time-Based Restricted Stock Units granted and Performance Share Units earned and vested.

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(2)	Burn rate is calculated as (A) Total Awards Granted during the fiscal year, divided by (B) the weighted average common shares outstanding for the applicable year.
(3)	Share totals are rounded.
	The Company’s three-year average burn rate is 0.25%.

Reasonable Dilution

The Company considered the potential dilution to stockholders that may result from the issuance of shares pursuant to outstanding equity awards and equity awards to be reserved for issuance under the 2024 Omnibus Incentive Plan. The table below sets forth information regarding the total equity dilution as of December 31, 2023:

Dilution Information		2023
Stock Options Outstanding			—
Time-Based Restricted Stock Units Outstanding			236,110
Performance Share Units Outstanding			83,718
Total Awards Outstanding (1)			319,828	(3)
Total Number of Shares Available for Future Grant under 2024 Omnibus Incentive Plan			1,560,000
Common Stock Outstanding			38,202,754
Dilution (2)			4.68	%

(1)	Total Awards Outstanding is the sum of the number of shares subject to Time-Based Restricted Stock Units and Performance Share Units outstanding as of the end of December 31, 2023.
(2)	Dilution is calculated by dividing (x) Total Awards Outstanding plus the total number of shares available for grant under the 2024 Omnibus Incentive Plan (“Total Plan Shares”) in accordance with the terms of such plan, divided by (y) the sum of total common shares outstanding as of December 31, 2023, plus Total Awards Outstanding and Total Plan Shares.
(3)	Consists of shares issuable upon vesting of performance share units, restricted shares, restricted stock units, and shares to non-employee directors under the 2005 and 2014 Omnibus Incentive Plan.

If approved, the shares to be reserved for issuance under the 2024 Omnibus Incentive Plan, plus the number of shares subject to outstanding equity awards as of December 31, 2023, would result in total equity dilution of 4.68% on December 31, 2023, based on the number of shares of common stock outstanding as of such date.

Sufficiency for Projected Future Grants

The Company currently intends that the share reserve requested under the 2024 Omnibus Incentive Plan will be sufficient to fund the Company’s equity compensation needs for the foreseeable future. This assumes the Company continues to grant awards consistent with its historical usage and current practices, as reflected in our historical burn rate discussed above. The Company cannot predict its future equity grant practices, the future price of its shares or future hiring activity with any degree of certainty at this time, and the share reserve under the 2024 Omnibus Incentive Plan could last for a shorter or longer time.

Summary of the Material Terms of the 2024 Omnibus Incentive Plan

The 2024 Omnibus Incentive Plan includes terms that reflect the Company’s strong commitment to governance measures and plan design features considered important to stockholders. The following is a summary of the material terms and principal features of the 2024 Omnibus Incentive Plan. This summary does not purport to be complete and is subject to, and qualified in its entirety by, the 2024 Omnibus Incentive Plan. A copy of the 2024 Omnibus Incentive Plan has been filed with the SEC with this Proxy Statement as Appendix A. Stockholders are urged to read the complete text of the 2024 Omnibus Incentive Plan.

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Purpose. The 2024 Omnibus Plan is designed to assist the Company and its subsidiaries in attracting and retaining selected individuals to serve as employees, directors, consultants and/or advisors who are expected to contribute to the Company’s success and to achieve long-term objectives that will benefit stockholders of the Company through the additional incentives inherent in the awards granted thereunder.

Eligible Participants. Generally, any employee, non-employee director, consultant, or advisor of the Company or any subsidiary is eligible to participate in the 2024 Omnibus Plan. Since the 2024 Omnibus Incentive Plan provides the Executive Compensation Committee with discretion in selecting participants and making awards, the total number of persons who will participate in the 2024 Omnibus Incentive Plan cannot be determined at this time. In fiscal year end 2023, approximately 464 participants were granted awards under the Prior Plan.

Awards. Awards under the 2024 Omnibus Incentive Plan may be made in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards, and performance cash, performance shares or performance units to any employee, officer, non-employee director, consultant, and advisor of the Company or any of its subsidiaries who is expected to make significant contributions to the success of the Company and the growth of its business (an “Eligible Participant”). Eligible Participants will be identified by the Company’s Executive Compensation Committee (the “Committee”).

The Committee may, in its sole discretion, grant other types of awards, which awards may be payable in cash, stock, other property, or any combination thereof. Such awards may be paid in a lump sum or in installments or, in accordance with procedures established by the Committee, on a deferred basis subject to the requirements of Section 409A of the Code.

Shares Available for Awards. If this proposal is approved by the stockholders, subject to adjustment in accordance with the 2024 Omnibus Incentive Plan, the maximum aggregate number of shares of common stock that may be issued under the 2024 Omnibus Incentive Plan will be 1,560,000 less one share of common stock for every one share of common stock granted under any Prior Plan after December 31, 2023 and prior to the effective date of the 2024 Omnibus Incentive Plan. The foregoing limit will be increased on a one-for-one basis by the number of shares of common stock with respect to which awards previously granted under the 2024 Omnibus Incentive Plan or after December 31, 2023 with respect to any Prior Plan are forfeited, expire or otherwise terminate without issuance of shares, or are settled for cash or otherwise do not result in the issuance of shares. In addition, if shares of common stock are tendered or withheld to pay the exercise price of an award or to satisfy tax withholding obligations under the 2024 Omnibus Incentive Plan or after December 31, 2023, with respect to awards under any Prior Plan, the foregoing limit will also be increased by the shares so tendered or withheld on a one-for-one basis. Further, in the case of any substitute award (as defined in the 2024 Omnibus Incentive Plan), such substitute award will not be counted against the number of shares reserved under the 2024 Omnibus Incentive Plan.

Limits on Awards to Non-employee Directors. No non-employee director may be granted awards in any single year having an aggregate grant date fair value greater than $500,000.

Minimum Vesting Requirements. Each award granted pursuant to the 2024 Omnibus Incentive Plan will vest over a period of not less than one year following the date of grant except for (i) substitute awards granted in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction entered into by the Company or any of its subsidiaries, (ii) shares of common stock delivered in lieu of fully vested cash obligations, (iii) awards to non-employee directors that vest on the earlier of the one-year anniversary of the date of grant and the next annual meeting of stockholders, which is at least 50 weeks after the immediately preceding year’s annual meeting, and (iv) any additional awards the Committee may grant, up to a maximum of 5% of the shares of common stock available for issuance under the 2024 Omnibus Incentive Plan. However, the Committee may, in its sole discretion, accelerate the vesting of an award or otherwise lapse or waive this requirement upon the participant’s retirement, death, disability or a change in control. In addition, the Committee may grant awards that are not subject to these minimum vesting requirements with respect to 5% or less of the maximum aggregate number of shares available for issuance under the ESPP2023 Plan (as may be adjusted in accordance with the terms of the 2024 Omnibus Incentive Plan).

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Administration of the 2024 Omnibus Plan. The 2024 Omnibus Incentive Plan will be administered by 1,200,000 (from 2,000,000the Committee.

The Committee has authority under the 2024 Omnibus Incentive Plan to:

	•	designate Eligible Participants;
	•	determine the types of awards to grant; the number of shares to be covered by awards; the terms and conditions of awards; whether awards may be settled or exercised in cash, shares, or other property; the circumstances under which awards may be canceled or suspended; and whether awards may be deferred automatically or at the election of the holder;
	•	correct any defect, supply any omission or reconcile any inconsistency in the 2024 Omnibus Incentive Plan or any award agreement, in the manner and to the extent it shall deem desirable to carry the 2024 Omnibus Incentive Plan into effect;
	•	interpret and administer the 2024 Omnibus Incentive Plan and any instrument or agreement relating to, or award made under, the 2024 Omnibus Incentive Plan;
	•	establish such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the 2024 Omnibus Incentive Plan;
	•	determine whether any award, other than a stock option or stock appreciation right, will have Dividend Equivalents; and
	•	make any other determination and take any other action deemed necessary or desirable for the administration of the 2024 Omnibus Incentive Plan.

To the extent not inconsistent with applicable law, with respect to 3,200,000). Asawards intended to comply with the rules and regulations of January 31, 2018,the principal U.S. national securities exchange on which the Company’s shares are traded, the Committee may delegate the authority to grant awards under the 2024 Omnibus Incentive Plan, to (i) one or more executive officers of the Company had approximately 256,000(except that such delegation will not be applicable to any award for a person who is a director or executive officer of the Company then covered by Section 16 of the Exchange Act) and (ii) one or more committees of the Board (which may consist solely of one director).

Types of Awards. The following is a summary of the types of awards available under the 2024 Omnibus Incentive Plan. In general, the Committee has the authority to determine all terms and conditions of awards, except where such authority is limited by an express provision of the 2024 Omnibus Incentive Plan.

Stock Options. A stock option is a contractual right to purchase shares at a future date at a specified exercise price. The Committee may grant stock options that are either incentive stock options or non-qualified stock options. The per share exercise price of a stock option (other than a substitute award) will be determined by the Committee and may not be less than the closing price of a share on the grant date. The Committee will determine the date after which each stock option may be exercised and the expiration date of each option, provided that no option will be exercisable more than ten years after the grant date. Options that are intended to qualify as incentive stock options must meet the requirements of Section 422 of the Code.

Stock Appreciation Rights (“SARs”). A stock appreciation right entitles the holder to receive, for each share as to which the award is granted, cash, shares, other property, or any combination thereof, an amount equal to the excess of (i) the fair market value of one share on the date of exercise (or such amount less than such fair market value as the Committee will so determine at any time during a specified period before the date of exercise) over (ii) the grant price of the SAR.

Restricted Stock. A restricted stock award is a delivery of common stock, subject to transfer restrictions and a risk of forfeiture. Except as may otherwise be provided by the Committee, (subject to the plan’s minimum vesting requirements), upon the termination of the award holder’s employment or service for any reason during the period before the restricted stock has vested, or in the event the conditions to vesting are not satisfied, the restricted stock that has not vested will be forfeited. Unless the Committee determines otherwise, during the restricted period, the award holder will have the right to vote the restricted stock. Stock dividends will be treated as additional shares of itsrestricted stock and will be subject to the same terms and conditions as the initial grant, unless otherwise provided by the

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Committee, and cash dividends otherwise payable on a restricted stock award will accrue and be paid only at such time as the vesting conditions applicable to the underlying award have been satisfied.

Restricted Stock Units (“RSUs”). An RSU award entitles the award holder to receive one share of common stock remaining available(or the fair market value of a share in cash or other property) at a specified future time. The Committee may condition the delivery of the shares, cash or other property upon the completion of a specified period of service, the attainment of specific performance goals, or other criteria, or may provide for issuancethe unconditional delivery of the shares, cash or other property on the specified date. The delivery date may be at or after the vesting requirements have been satisfied. In the event of termination of employment or service before the RSU award has vested, the award will be forfeited, except as may be provided by the Committee (subject to the plan’s minimum vesting requirements). RSUs will carry no voting rights until such time as shares of common stock are actually issued. The Committee has the right to determine whether and when dividend equivalents will be paid with respect to an RSU award, except that dividend equivalents otherwise payable on an RSU award will accrue and be paid only at such time as the vesting conditions applicable to the underlying award have been satisfied.

Other Share-Based Awards. The Committee is authorized to grant awards of shares and other awards that are valued in whole or in part by reference to, or are otherwise based on, shares or other property (“Other Share-Based Awards”), including deferred stock units. Non-employee directors will be eligible to elect to defer their fees or retainers and receive Other Share-Based Awards in the form of deferred stock units or deferred cash in lieu of all or a portion of their annual retainer, any chairman retainer, or meeting fees. In addition, non-employee directors may elect to receive Other Share-Based Awards in the form of deferred stock units or deferred cash in lieu of all or a portion of their annual and committee retainers and annual meeting fees, provided that such election is made in accordance with the requirements of Section 409A of the Code. The Committee will, in its absolute discretion, establish such rules and procedures as it deems appropriate for such elections and for payment in deferred stock units or cash.

Performance Awards. The Committee is authorized to grant awards, denominated and/or payable in cash, common stock, or other property, where either the grant or vesting of the award is subject to satisfaction of pre-established performance conditions. The Committee may use such business criteria and other measures of performance as it deems appropriate in establishing any performance conditions.

Dividends and Dividend Equivalents. In no event shall dividends or dividend equivalents be paid with respect to stock options or SARs. Notwithstanding any other provision of the Plan to the contrary, with respect to any award that provides for or includes a right to dividends or dividend equivalents, if dividends are declared during the period that an equity award is outstanding, such dividends (or dividend equivalents) will either (i) not be paid or credited with respect to such award or (ii) be accumulated but remain subject to vesting requirement(s) to the same extent as the applicable award and will only be paid at the time or times such vesting requirement(s) are satisfied.

Change in Control. Except as otherwise specifically provided in the applicable award agreement, upon the consummation of a change in control (as defined in the 2024 Omnibus Incentive Plan), in which the successor company assumes or substitutes for a stock option, SAR, restricted stock award, RSU award or Other Share-Based award (or in which the Company is the ultimate parent corporation and continues the award), if an Eligible Participant’s employment with such successor company (or the Company) or a subsidiary thereof terminates within 24 months following such change in control (or such other period set forth in the award agreement, including prior thereto if applicable) and under the ESPP.

The Company believes thatcircumstances specified in the ESPP has servedaward agreement: (i) stock options and SARs outstanding as of the date of such termination of employment will immediately vest, become fully exercisable, and may thereafter be exercised for 24 months (or the period of time set forth in the award agreement), (ii) the restrictions, limitations and other conditions applicable to restricted stock and RSUs outstanding as of the date of such termination of employment will lapse and the restricted stock and RSUs will become free of all restrictions, limitations and conditions and become fully vested, and (iii) the restrictions, limitations and other conditions applicable to any Other Share-Based Awards will lapse, and such Other Share-Based Awards will become free of all restrictions, limitations and conditions and become fully vested and

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transferable to the full extent of the original grant. To the extent the successor company does not assume or substitute for a stock option, SAR, restricted stock award, RSU award or Other Share-Based award (or in which the Company well. The convenientis the ultimate parent corporation and financially attractive opportunitydoes not continue the award), then immediately prior to the change in control: (i) those stock options and SARs outstanding as of the date of the Change in Control that are not assumed or substituted for (or continued) will immediately vest and become fully exercisable, (ii) restrictions, limitations and other conditions applicable to restricted stock and RSUs that are not assumed or substituted for (or continued) will lapse and the ESPP providesrestricted stock and RSUs will become free of all restrictions, limitations and conditions and become fully vested, and (iii) the restrictions, other limitations and other conditions applicable to any Other Share-Based Awards or any other Awards that are not assumed or substituted for employees(or continued) will lapse, and such Other Share-Based Awards or such other awards will become free of all restrictions, limitations and conditions and become fully vested and transferable to acquirethe full extent of the original grant.

Adjustments. In the event of any merger, reorganization, consolidation, recapitalization, dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), stock split, reverse stock split, spin-off or similar transaction or other change in corporate structure affecting the shares or the value thereof, such adjustments and other substitutions will be made to the 2024 Omnibus Incentive Plan and to awards in a manner the Committee deems equitable or appropriate taking into consideration the accounting and tax consequences, including adjustments in the Company has, in the view of management, provided a significant inducement for employees at all levels of the organization to acquire a proprietary interest in the Companynumber and identify with the financial interests of stockholders. The Company believes that the ESPP has thereby contributed to the Company’s success in the marketplace, to its harmonious relations with its work force, and to its success in attracting, retaining and motivating its employees, including but not limited to, its rank and file and unionized employees.

If the numberclass of shares of Company common stock available for issuanceawards under the ESPP is not increased,2024 Omnibus Incentive Plan, and the number, class and exercise or grant price of shares subject to awards outstanding under the 2024 Omnibus Incentive Plan.

Cancellation of Award; Forfeiture of Gain. The Committee reserves the right to cancel all or any portion of any outstanding awards and cause a forfeiture of the gain realized by an Eligible Participant with respect to an award on account of a restatement of the Company’s financial statements or actions taken by, or failed to be taken by, the Eligible Participant in violation or breach of, or in conflict with, any non-competition agreement, agreement prohibiting solicitation of employees or customers of the Company, estimates basednon-disclosure covenant, or other agreement or any other obligation of the Eligible Participant to the Company.

Term. The 2024 Omnibus Incentive Plan will be effective on the historicaldate of the approval of the 2024 Omnibus Incentive Plan by the holders of the shares entitled to vote at a duly constituted meeting of the stockholders of the Company. No award may be granted under the 2024 Omnibus Incentive Plan after the earliest to occur of (i) the 10-year anniversary of the date of stockholder approval of the 2024 Omnibus Incentive Plan, (ii) the maximum number of shares purchased under the ESPP in the past two years that the remaining shares could be fully allocated over the next two years, and the ESPP will no longer be able to fulfill its intended purpose thereafter. Accordingly, on February 7, 2018, the Board of Directors unanimously approved an amendment to the ESPP, subject to stockholder approval at this Annual Meeting, to:

	•		increase the total number of shares of the Company’s common stock reserved for issuance under the ESPP by 750,000, to 3,950,000 shares; and
	•		extend the term of the ESPP through December 31, 2023.

The Board of Directors continues to believe that the ESPP has provided material benefits to the Company and its employees and deems it prudent to increase the shares available for issuance under the ESPP2024 Omnibus Incentive Plan has been issued or (iii) the Board terminates the 2024 Omnibus Incentive Plan.

2024 Omnibus Plan Amendment and Termination. Generally, the Board may, at any time, alter, amend, suspend or terminate the 2024 Omnibus Incentive Plan as it shall deem advisable, subject to allowany requirement for future offeringsstockholder approval imposed by applicable law, including the rules and regulations of the principal U.S. national securities exchange on which the shares are traded. The Board may not (except pursuant to substitute awards, adjustment in certain circumstances as discussed under “Adjustments” above), without the approval of the Company’s stockholders, cancel a stock option or SAR in exchange for cash when the exercise or grant price per share exceeds the fair market value of one share or take any action with respect to a stock option or SAR that would be treated as a repricing under the ESPP.

Descriptionrules and regulations of the Plan

The principal terms and provisionssecurities exchange on which the shares are traded. In addition, no amendments to, or termination of, the ESPP are summarized below.2024 Omnibus Incentive Plan will impair the rights of an Eligible Participant in any material respect under any award previously granted without such Eligible Participant’s consent.

Compensation Recovery. The Committee will have full authority to subject awards to clawback, recovery or recoupment as provided in the award agreement. Any awards granted under the 2024 Omnibus Incentive Plan will be subject to any clawback, recovery or recoupment arrangements or policies the Company has in place from time to time.

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U.S. Federal Income Tax Consequences

The information set forth below is a brief summary however, isof certain of the U.S. federal income tax consequences to an Eligible Participant under the 2024 Omnibus Incentive Plan. It does not intendedpurport to be a complete descriptiondiscussion of all federal tax consequences, nor does it address any state, local or foreign tax considerations. The information is based upon current federal income tax rules and therefore is subject to change. Because the termstax consequences to any Eligible Participant may depend on his or her particular situation, each Eligible Participant should consult his or her tax adviser regarding the federal, state, local, and other tax consequences of the ESPPgrant or exercise of an award or the disposition of stock acquired as a result of an award. The 2024 Omnibus Incentive Plan is not qualified under the provisions of Section 401(a) of the Code and is qualified in its entirety by referencenot subject to any of the provisions of the Plan.Employee Retirement Income Security Act of 1974. The full textCompany’s ability to realize the benefit of any tax deductions described below depends on the Company’s generation of taxable income as well as the requirement of reasonableness, the provisions of Section 162(m) of the Plan is attached to this Proxy Statement as Appendix A.

Purpose

The purpose of the ESPP is to provide a convenient and advantageous way for employees to acquire an equity interest in the Company, thereby further aligning the interests of the employeesCode and the stockholders. The ESPP is intended to meet the requirements of Section 423 of the Internal Revenue Code. If the requirements of Section 423 are met, participants will have the opportunity to

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take advantage of certain federal income tax benefits. One of the requirements of Section 423 is that the stockholders approve the ESPP.

Stock Subject to ESPP

Subject to stockholder approval, an aggregate of 3,950,000 shares of Common Stock are reserved for issuance under the ESPP.

Eligibility

Generally, any employee who is employed by the Company is eligible for participation, unless the employee owns more than 5% of any class of Company common stock. Eligible employees desiring to participate in the ESPP may elect to do so by completing a payroll deduction authorization form prior to the commencement of an offering period. Under the terms of the ESPP, no employee may be granted an option that permits that employee to purchase shares of Company common stock under the ESPP and any othersatisfaction of the Company Section 423 plans at a rate which exceeds $25,000tax reporting obligations.

Incentive Stock Options (“ISO”). An Eligible Participant will not recognize taxable income on the grant or exercise of an ISO (although the excess of the fair market value of the common stock (determined atover the time the option is granted) for each calendar year for which the option is outstanding. An employee who elects to participateexercise price will be deemed to have elected to participateincluded for all subsequent offering periods at the same rate of payroll deduction unless and until the employee changes his or her rate of payroll deduction or terminates participation

Manner of Stock Purchases

The ESPP is offered in six-month “offering periods” commencing on January 1 and July 1. An eligible employee who elects to participatealternative minimum tax purposes in the ESPPyear of exercise). An Eligible Participant will have payroll deductions made on each payday during the six-month period. The amountrecognize taxable income when he or she disposes of the payroll deductions shall be at least 1% and shall not exceed 10% of the employee’s base salary; provided that the maximum amount of payroll deductions may not exceed $21,250 for each year. Subject to applicable blackout periods, a participant may terminate his or her participation in the ESPP at any time during an offering period by giving the Company written notice. In the event a participant terminates his or her participation in the ESPP for any reason, the employee may elect to stop further payroll deductions, and the Company shall use any accumulated funds in such employee’s account for the purchase of stock at the end of the offering period. If an employee ceases his or her participation in the ESPP, the employee will not automatically participate in the next offering period, but will have to re-enroll if the employee desires to once again participate. If the participant ceases to be the Company’s employee for any reason, including retirement or death, the participant will be deemed to have withdrawn from the ESPP on the date of his or her termination of employment and all contributions will automatically be returned to the employee. Subject to applicable blackout periods, a participant may reduce the rate of his or her payroll deductions during any offering period; however, a participant may only increase the rate of his or her payroll deductions 15 days in advance to the commencement of an offering period or effective as of the commencement of any subsequent offering period.

At the end of each offering period, all participant contributions will be used to purchase a number of shares of common stock subjectacquired under the ISO. If the disposition occurs more than two years after the grant of the ISO and more than one year after its exercise (the “ISO holding period”), the Eligible Participant will recognize long-term capital gain (or loss) to adjustment,the extent the amount realized from the disposition exceeds (or is less than) the Eligible Participant’s tax basis in the shares of common stock. An Eligible Participant’s tax basis in the shares of common stock acquired under an ISO generally will be the amount equal to 85%the Eligible Participant paid for the stock. If common stock acquired under an ISO is disposed of before the expiration of the ISO holding period described above, the Eligible Participant will recognize as ordinary income in the year of the disposition the excess of the fair market value of the common stock on the last daydate of such offering period.

Administration

exercise of the ISO over the exercise price. Any additional gain will be treated as long-term or short-term capital gain, depending on the length of time the Eligible Participant held the shares. Special rules apply if a participant pays the exercise price by delivery of common stock. The Board of Directors has appointed an administrative committee (the “Committee”)Company will not be entitled to administer the ESPP and reporta federal income tax deduction with respect to the Executive Compensation Committeegrant or exercise of the Board of Directors. The Committee has the authority to interpret the ESPP, to prescribe, amend and rescind rules and regulations relating to it, and to make all other determinations necessary or advisablean ISO. However, in administering the ESPP, whose decisions are final and binding upon all parties.

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Restrictions on Transfer

Neither payroll deductions nor a participant’s purchase right may be assigned, transferred, pledged, or otherwise disposed of in any manner other than as provided by the ESPP or by will or the laws of descent and distribution.

Changes in Capitalization

In the event of a reorganization, recapitalization, stock dividend, extraordinary cash dividend, merger, consolidation or other changes in corporate structure affecting Company common stock, the Committee shall make appropriate changes in the number of sharesan Eligible Participant disposes of common stock that may be purchased pursuant toacquired under an ISO before the ESPP.

Effect of Change in Control

In the event of a Change in Control (as defined in the ESPP), the surviving, continuing, successor or purchasing corporation or parent corporation thereof, as the case may be, may assume the Company’s rights and obligations under the ESPP. If the Company’s rights and obligations are not assumed, the current offering period will terminate immediately, unless otherwise provided by the Committee.

Termexpiration of the ESPP

Contingent upon receipt of stockholder approval,ISO holding period described above, the ESPPCompany generally will remain in effect through, and including December 31, 2023, unless terminated earlier by the Board of Directors or the Committee.

Amendment of the ESPP

Subjectbe entitled to the provisions of Section 423 of the Code, the Committee has the power to amend the ESPP in its sole discretion at any time in any respect, except where it would increase the cost of the ESPP or retroactively impair or otherwise adversely affect the rights of any person to benefits that have already accrued under the ESPP. In addition, no amendment may be made without the approval of the stockholders within 12 months of the adoption of the amendment if the amendment would (i) increase the number of shares issued under the ESPP, or (ii) change the class of employees eligible to participate in the ESPP.

Federal Income Tax Information

The following discussion is intended to be a general summary only of the federal income tax aspects of purchase rights granted under the ESPP based on current United States federal tax laws and regulations, and not of state or local taxes that may be applicable. Tax consequences may vary depending on the particular circumstances, and administrative and judicial interpretations of the application of the federal income tax laws are subject to change. Participants in the ESPP who are residents of or are employed in a country other than the United States may be subject to taxation in accordance with the tax laws of that particular country in addition to or in lieu of U.S. federal income taxes. A participant should consult his or her own tax advisor to determine the tax consequences of any particular transaction.

A participant recognizes no taxable income either as a result of commencing participation in the ESPP or purchasing common stock under the terms of the ESPP. If a participant disposes of shares purchased under the ESPP within either two years from the first day of the applicable offering period or within one year from the purchase date, known as disqualifying dispositions, the participant will realize ordinary income in the year of such dispositiondeduction equal to the amount by whichof ordinary income the fair market value of the sharesEligible Participant recognizes on the purchase date exceeds the purchase price. The amount of the ordinarydisqualifying disposition.

Nonqualified Stock Options (“NQSOs”). An Eligible Participant will not recognize any taxable income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the dispositiongrant of a NQSO. On the sharesexercise of a NQSO, the Eligible Participant will be a capital gain or loss, which will be long-term if the participant’s holding period is more than 12 months. If the participant disposes of shares purchased under the ESPP at least two years after the first day of the applicable offering period and at least one year after

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the purchase date, the participant will realizerecognize as ordinary income in the year of disposition equal to the lesser of (i) the excess of the fair market value of the shares on the date of dispositioncommon stock acquired over the purchase priceexercise price. If the Eligible Participant is employed by the Company or (ii) 15%one of its affiliates, that income will be subject to withholding taxes. An Eligible Participant’s tax basis in the common stock then is the amount paid for the shares of common stock plus any amounts included in income on exercise of the fair market valueNQSO. Special rules apply if a participant pays the exercise price by delivery of common stock. The exercise of a NQSO generally will entitle the Company to claim a federal income tax deduction equal to the amount of ordinary income the Eligible Participant recognizes on exercise of the sharesNQSO.

Restricted Stock Awards. An Eligible Participant will recognize ordinary income on account of a Restricted Stock Award on the first day that the shares are either transferable or no longer subject to a substantial risk of the applicable offering period.forfeiture. The amount of any ordinary income will be added to the participant’s basis in the shares, and any additional gain recognized upon the disposition after such basis adjustment will be a long-term capital gain. If the fair market value of the shares on the date of disposition is less than the purchase price, there will be no ordinary income and any loss recognized will be a long-term capital loss. If the participant still owns the shares at the time of death, the lesser of (i)equal the excess of the fair market value of the common stock on such date over the price, if any, paid for the stock. If the Eligible Participant is employed by the Company or one of its affiliates, that income will be subject to withholding taxes. Dividends paid on Restricted Stock Awards prior to the date on which the forfeiture restrictions lapse generally will be treated as compensation that is taxable as ordinary income to the Eligible Participant. However, even if the shares onunder a Restricted Stock Award are both nontransferable and subject to a substantial risk of forfeiture, the Eligible Participant may make a special “83(b) election” to recognize income, and have his or her tax consequences determined, as of the date of death overgrant of the purchaseRestricted Stock Award. The Eligible Participant’s tax basis in the shares

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received under the Restricted Stock Award will equal the income recognized plus the price, or (ii) 15% ofif any, paid for the Restricted Stock Award. The Company generally will be entitled to a federal income tax deduction equal to the ordinary income the Eligible Participant recognizes with respect to the Restricted Stock Award.

Restricted Stock Units (“RSUs”). An Eligible Participant will not recognize any taxable income at the time RSUs are granted. When the terms and conditions to which the RSUs are subject have been satisfied and the RSUs are settled, the Eligible Participant will recognize as ordinary income the fair market value of the shares oncommon stock and the first dayvalue of the offering periodcash (if the RSUs are settled in whole or in part in cash) he or she receives on settlement of the RSUs. If the Eligible Participant is employed by the Company or one of its affiliates, that income will be subject to withholding taxes. The Company generally will be entitled to a federal income tax deduction equal to the ordinary income the Eligible Participant recognizes on settlement of the RSUs.

Stock Appreciation Rights (“SARs”). An Eligible Participant will not recognize any taxable income at the time SARs are granted. The Eligible Participant at the time of receipt will recognize as ordinary income the amount of cash and the fair market value of the common stock that he or she receives on exercise of the SAR. If the Eligible Participant is employed by the Company or one of its affiliates, that income will be subject to withholding taxes. The Company generally will be entitled to a federal income tax deduction equal to the amount of ordinary income the Eligible Participant recognizes on exercise of the SAR.

Performance Awards. An Eligible Participant will not recognize any taxable income at the time Performance Awards are granted. When the terms and conditions to which the shares were purchasedPerformance Awards are subject have been satisfied and the Performance Awards are settled, the Eligible Participant will recognize as ordinary income the fair market value of the common stock and the value of the cash (if the Performance Awards are settled in whole or in part in cash) he or she receives on settlement of the Performance Awards. If the Eligible Participant is employed by the Company or one of its affiliates, that income will be subject to withholding taxes. The Company generally will be entitled to a federal income tax deduction equal to the ordinary income the Eligible Participant recognizes on settlement of the Performance Awards.

Other Share-Based Awards. The grant of Other Share-Based Awards will not be a taxable event for the Eligible Participant. When the conditions and requirements for the grants have been satisfied and the payment determined, any cash received and the fair market value of any common stock received will constitute ordinary income into the yearEligible Participant.

Cash Payments. An Eligible Participant of death. Anya cash performance award or other cash payment generally will recognize ordinary income recognized by a participant uponon the disqualifying dispositiondate of payment. If the shares generally should be deductibleEligible Participant is employed by the Company or one of its affiliates, that income will be subject to withholding taxes.

Section 409A. The 2024 Omnibus Incentive Plan is intended to comply with Code Section 409A to the extent that such section would apply to any award granted under the 2024 Omnibus Incentive Plan. Code Section 409A governs the taxation of deferred compensation. Certain awards under the 2024 Omnibus Incentive Plan, including RSUs, may be subject to the requirements under Code Section 409A. If such awards fail to comply with the applicable requirements of Code Section 409A, the award holder may be subject to an additional 20% income tax and interest and may be required to recognize income earlier than intended under the award.

Company Deductions. As a general rule, the Company or one of its subsidiaries will be entitled to a deduction for federal income tax purposes exceptat the same time and in the same amount that an Eligible Participant recognizes ordinary income from awards under the 2024 Omnibus Incentive Plan, to the extent such income is considered reasonable compensation under the Code. The Company will not, however, be entitled to a deduction is limited by applicable provisionswith respect to payments that are contingent upon a change in control if such payments are deemed to constitute “excess parachute payments” under Section 280G of the Code orand do not qualify as reasonable compensation pursuant to that Section; such payments will subject the regulations thereunder.recipients to a 20% excise tax.

New Plan Benefits

Future benefitsIn addition, the Company will not be entitled to a deduction to the extent compensation in excess of $1 million is paid to any NEOs who were employed by the Company at year-end. Section 162(m)

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generally disallows a public company’s tax deduction for compensation to covered employees in excess of $1 million in any tax year. Compensation, for this purpose, includes taxable income attributable to awards granted under the ESPP, as proposed to be amended, are not currently determinable, as they will depend on the actual purchase price of shares in future offering periods, the market value of the Company’s common stock on various future dates, the amount of contributions eligible employees choose to make in the future,2024 Omnibus Incentive Plan and, similar factors.

The following table sets forth information concerning the number of shares of Company common stock purchased under the ESPP during calendar year 2017 by the Named Executive Officers; all current executive officers, as a group; all current directors who are not executive officers, as a group; and all current employees who are not executive officers, as a group. This informationtherefore, some awards may not be indicativefully deductible by the Company under Code Section 162(m).

Registration with the SEC

If the stockholders approve this proposal, the Company will file with the SEC, as soon as reasonably practicable after such approval, a registration statement on Form S-8 relating to the shares available for issuance under the 2024 Omnibus Incentive Plan.

New Plan Benefits

A new plan benefits table for the 2024 Omnibus Incentive Plan is not provided because all awards to be granted under the 2024 Omnibus Incentive Plan will be made at the Committee’s discretion, subject to the terms of the number of shares of Company common stock purchased2024 Omnibus Incentive Plan. No awards have yet been granted under the ESPP2024 Omnibus Incentive Plan. Therefore, the benefits and amounts that will be received or allocated under the 2024 Omnibus Incentive Plan are not determinable at this time. However, information on awards granted in future years.2023 to NEOs and Directors under the Prior Plan is set forth under the sections titled “Executive Compensation” and “Compensation of Directors” in this Proxy Statement.

Name and Position		Number of Shares
David C. Adams, Chairman and Chief Executive Officer					—
Glenn E. Tynan, Vice President and Chief Financial Officer					—
Thomas P. Quinly, Vice President and Chief Operating Officer					203
Paul J. Ferdenzi, Vice President, General Counsel, and Corporate Secretary					245
Harry Jakubowitz, Vice President and Treasurer					250
All current executive officers, as a group (b)					936
All current directors who are not executive officers, as a group (c)					—
All current employees who are not executive officers, as a group (d)					93,972

 

	(a)		Messrs. Adams and Tynan elected not to participate in the ESPP during calendar year 2017.
	(b)		This amount is for a total of six employees and includes the amounts reported above for each of the Named Executive Officers.
	(c)		Non-employee directors are not eligible to participate in the ESPP.
	(d)		This amount reflects purchases by approximately 1,790 employees.

Required Vote

Approval of the amendments to the2024 Omnibus Incentive Plan will require the affirmative vote of at least a majority in voting interest of the stockholdersshares of Company Common Stock present in person or represented by proxy (and eligible to vote) and voting at the Annual Meeting, assuming the presence of a quorum. As further discussed in the section titled “Broker non-votesnon-votes”” on page 210 of this Proxy Statement, if you own shares of Common Stock through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote in order for them to vote your shares of Common Stock so that your vote can be counted on this Proposal Three.

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RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
“FOR” APPROVAL OF THE AMENDMENTS TO THE CURTISS-WRIGHT CORPORATION EMPLOYEE STOCK PURCHASE2024
OMNIBUS INCENTIVE PLAN AS AMENDED, INCLUDING TO INCREASE THE TOTAL NUMBER OF SHARES OF THE COMPANY’S COMMON STOCK RESERVED FOR ISSUANCE UNDER THE PLAN BY 750,000 SHARES(PROPOSAL 3).

PROPOSAL FOUR: ADVISORY (NON-BINDING) VOTE TO APPROVE THE COMPENSATION OF
THE COMPANY’S NAMED EXECUTIVE OFFICERS

Overview

The Board of Directors is committed to excellence in governance. As part of that commitment, and as required by Section 14A(a)(1) of the Securities Exchange Act of 1934, as amended, the Board of Directors is providing the stockholders with an opportunity to provide an advisory vote to approve executive compensation (commonly known as a “Say-on-Pay” proposal). The Board of Directors recognizes that providing stockholders with an advisory vote to approve executive compensation may produce useful information on investor sentiment with regard to the Company’s executive compensation programs. At the 20172023 Annual Meeting of stockholders, over 96%92% of the shares voted were in favor of the advisory resolution concerning the compensation of the Named Executive Officers. In accordance with the result of the advisory vote on the frequency of the say-on-pay vote, which was conducted at the 20172023 Annual Meeting of stockholders, the Board of Directors has determined that the Company will continue to conduct an executive compensation advisory vote on an annual basis. Accordingly, the next Say-on-Pay vote willafter this Annual Meeting is expected to occur in 2019 in connection withat the 20192025 Annual Meeting of stockholdersStockholders and each year thereafter until another vote on frequency occurs, which will be no later than the 20232029 Annual Meeting of stockholders. The Company’s executive compensation program and practices are fully described in the “Compensation Discussion and Analysis” section and other table and narrative disclosures in this Proxy Statement.

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Compensation Objectives

As generally described in the above “Compensation Discussion and Analysis” section of this Proxy Statement, the Company’s executive compensation program is designed to attract and retain high quality executives and to align the interest of management with the interests of stockholders by rewarding both short and long-term performance.

Company Performance

Overall,

Despite the challenges relating primarily to continuing supply chain delivery disruptions, workforce availability issues, and inflationary pressures, the Company performed strongly once againvery well in 2017, includingfiscal 2023, with strong increases in sales, operating income, earnings per share, and free cash flow. As a result, Company performance was at maximum relative to target against its financial performance metrics under the following results. annual incentive compensation plan. As a result, bonus payments for the NEOs under the annual incentive program were well above target level pay. In addition, under the long-term incentive plan, the Company was at maximum relative to target against its long-term incentive financial performance metrics under the long-term incentive compensation plan over the past three-year performance period (2021-2023). As a result, cash-based performance units payouts for the 2021-2023 performance period were at maximum of target level pay and TSR was at the 87th percentile of the S&P MidCap 400. The Company’s believes these results demonstrate the strong pay-for-performance alignment under its annual and long-term incentive compensation plans.

Incentive awards earned by the Named Executive Officers for fiscal 20172023 reflect the Company’s strong operating performance and the Company’s commitment to pay for performance. The Company believes that its performance-orientedCompany’s 2023 financial performance as measured under the Company’s executive compensation program played an important role in the Company’s 2017 successes.plans were as follows:

	•	Adjusted organic sales growth of 10.7%.
	•		Operating income increased 10.0% and operating margin increased 40 basis points to 15.0% (which is in the top quartile of the Company’s peer group), based on margin improvement and cost containment initiatives.
	•		Net earnings from continuing operations increased 13.0% to $215 million, or $4.80 per diluted share.
Adjusted operating income of $494 million.
	•
	•	Working capital as a percentage of sales decreased to 18.8% from 21.0%, representing a 220 basis point improvement.
	•		Free cash flow, defined as cash flow from operations less capital expenditures was $336 million for 2017, equating to strong free cash flow conversion of 156% (based on net earnings from continuing operations)23.8%. Free cash flow conversion is calculated as free cash flow divided by net earnings from continuing operations.

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The Company’s financial performance above includes adjustments referenced in the Company’s fourth quarter 2023 earnings release furnished to the SEC on February 15, 2024. The Company’s financial performance above excludes the performance of any acquisitions consummated during the performance period.

The Company urges its stockholders to read the above “Compensation Discussion and Analysis” section of this Proxy Statement, which describes in more detail how the Company’s executive compensation policies and procedures operate and are designed to achieve the Company’s compensation objectives, as well as the Summary Compensation Table and related compensation tables and narratives which provide detailed information on the compensation of the Named Executive Officers. The Executive Compensation Committee believes that the policies and procedures articulated in the above “Compensation Discussion and Analysis” section of this Proxy Statement are effective in achieving the Company’s goals and that the compensation of the Named Executive Officers reported in this Proxy Statement has supported and contributed to the Company’s success.

The Board recommends that stockholders continue to support this compensation program by voting on the following resolution:

“RESOLVED, that the stockholders of Curtiss-Wright Corporation approve, on an advisory basis, the compensation paid to the Company’s Named Executive Officers, as disclosed in the Proxy Statement for the 20182024 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table, and the related compensation tables and accompanying narrative disclosure therein.”

This vote is advisory, and therefore not binding on the Company, the Executive Compensation Committee, or the Board of Directors. It will not overrule any decisions made by the Board of Directors or the Executive Compensation Committee or require the Board of Directors or the Executive Compensation Committee to take any specific action. The Board of Directors and the Executive Compensation Committee value the opinions of the stockholders, and, to the extent there is any

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significant vote against the Named Executive Officers compensation as disclosed in this Proxy Statement, the Board of Directors will consider the stockholder concerns and the Executive Compensation Committee will evaluate whether any actions are necessary to address those concerns.

Adoption of this resolution will require the affirmative vote of at least a majority in voting interest of the stockholdersshares of Company Common Stock present in person or represented by proxy (and eligibleand (eligible to vote) and voting at the Annual Meeting, assuming the presence of a quorum. As further discussed in the section titled “Broker non-votesnon-votes”” on page 210 of this Proxy Statement, if you own shares of Common Stock through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote in order for them to vote your shares of Common Stock so that your vote can be counted on this Proposal Four.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
VOTE “FOR”“FOR” APPROVAL OF THE COMPENSATION OF THE NAMED
EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT
(PROPOSAL 4).

HOUSEHOLDING OF ANNUAL DISCLOSURE DOCUMENTS

The SEC has adopted rules governing the delivery of annual disclosure documents that permit us to send a single set of our Notice of Internet Availability of Proxy Materials, and for those stockholders that received a paper copy of the proxy materials in the mail, a single set of our annual report and proxy statement, to any household at which two or more stockholders reside if we believe that the stockholders are members of the same family, unless we have received contrary instructions from one or more of the stockholders. This rule benefits both stockholders and the Company. It reduces the volume of duplicate information received and helps to reduce our expenses. Each stockholder will continue to receive a separate proxy card if they received a paper copy of the proxy materials in the mail. If your household received a single set of such disclosure documents for this year, but you would prefer to receive your own copy now or in the future, please contact our transfer agent, Broadridge Financial Solutions, Inc., by calling their toll-free number, 1-800-542-1061, or writing to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717. A separate copy of such disclosure documents will be promptly provided to you upon receipt of your request. Stockholders sharing an address who are receiving multiple copies of the Notice of Internet Availability of Proxy Materials or our proxy statement and annual report, as applicable, and who wish to

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receive a single copy of such materials in the future, please contact Broadridge Financial Solutions, Inc. as indicated above.

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS

FOR 20192025 ANNUAL MEETING

Pursuant to regulations of the SEC, stockholders who intend to submit proposals for inclusion in our proxy materials for the 20192025 Annual Meeting must do so no later than November 24, 2018.2024. This requirement is separate from the SEC’s other requirements that must be met to have a stockholder proposal included in our proxy statement.Proxy Statement. In addition, this requirement is independent of certain other notice requirements of our Amended and Restated By-laws described below. All stockholder proposals and notices should be submitted to Corporate Secretary, Curtiss-Wright Corporation, One130 Harbour Place Drive, Suite 300, Davidson, North Carolina 28036. The attached proxy card grants the proxy holder discretionary authority to vote on any matter raised and presented at the Annual Meeting. Pursuant to amended SEC Rule 14a-4(c)(1), we will exercise discretionary voting authority to the extent conferred by proxy with respect to stockholder proposals received after February 7, 2019.2025.

If a stockholder of record wishes to nominate Directors or bring other business to be considered by stockholders at the 20192025 Annual Meeting, such proposals may only be made in accordance with the following procedure. Under our current Amended and Restated By-laws, nominations of Directors or other proposals by stockholders must be made in writing to our offices no later than February 9, 20193, 2025 and no earlier than January 11, 2019.4, 2025. However, if the date of the 20192025 Annual Meeting is advanced by more than 30 days or delayed by more than 70 days from the anniversary date of the 20182024 Annual

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Meeting, then such nominations and proposals must be delivered in writing to the Company no earlier than 120 days prior to the 20192025 Annual Meeting and no later than the close of business on the later of (i) the 90th day prior to the 20192025 Annual Meeting, or (ii) if the first public announcement of the date of such advanced or delayed annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of the 20192025 Annual Meeting is first made.

Please note that these requirements relate only to matters proposed to be considered for the 20192025 Annual Meeting. They are separate from the SEC’s requirements to have stockholder proposals included in the Company’s 20192025 proxy statement.

2017

In addition to satisfying the foregoing requirements under our Amended and Restated By-laws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 2, 2025.

2023 ANNUAL REPORT ON FORM 10-K

Any stockholder wishing to receive, without charge, a copy of the Company’s 20172023 Annual Report on Form 10-K (without exhibits) filed with the SEC on February 20, 2024, should write to the Corporate Secretary, Curtiss-Wright Corporation, One130 Harbour Place Drive, Suite 300, Davidson, North Carolina 28036. Exhibits to the Form 10-K will be furnished upon written request and payment of the Company’s expenses in furnishing such documents. The Company’s 20172023 Annual Report on Form 10-K is also available digitally free of charge through the Investor Relations section of the Company’s website atwww.curtisswright.comhttps://curtisswright.com/investor-relations/financials/sec-filings..

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OTHER MATTERS WHICH MAY BE PRESENTED

FOR ACTION AT THE MEETING

The Board of Directors does not intend to present for action at this Annual Meeting any matter other than those specifically set forth in the Notice of Annual Meeting. If any other matter is properly presented for action at the Annual Meeting, it is the intention of persons named in the proxy to vote thereon in accordance with their judgment pursuant to the discretionary authority conferred by the proxy.

		By Order of the Board of Directors
	Paul J. Ferdenzi
	Corporate Secretary

Dated: March 23, 2018

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Appendix A

CURTISS-WRIGHT CORPORATION
EMPLOYEE STOCK PURCHASE PLAN

As Amended, effective May 10, 2018

ARTICLE I
PURPOSE Dated: March 22, 2024

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1.01

Appendix A

CURTISS-WRIGHT CORPORATION

2024 OMNIBUS INCENTIVE PLAN

Effective May 2, 2024

Curtiss-Wright Corporation (the “Company”), a Delaware corporation, hereby establishes and adopts the following 2024 Omnibus Incentive Plan (the “Plan”).

1. Purpose of the Plan

The purpose of the Plan is to assist the Company and its Subsidiaries in attracting and retaining selected individuals to serve as employees, directors, consultants and/or advisors who are expected to contribute to the Company’s success and to achieve long-term objectives that will benefit stockholders of the Company through the additional incentives inherent in the Awards hereunder.

2. Definitions

2.1.		The purpose of this Curtiss-Wright Corporation Employee“Award” shall mean any Option, Stock Purchase Plan (the “Plan”) isAppreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Other Share-Based Award, Performance Award or any other right, interest or option relating to provide employees of Curtiss-Wright Corporation (the “Company”) and its Subsidiary Corporations with an opportunityShares or other property (including cash) granted pursuant to acquire a proprietary interest in the Company through the purchase of shares of common stock of the Company (“Company Stock”). It is the intention of the Company that the Plan qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. Accordingly, the provisions of the PlanPlan.
2.2.	“Award Agreement” shall be construedmean any agreement, contract or other instrument or document evidencing any Award hereunder, whether in a manner consistent withwriting or through an electronic medium.
2.3.	“Board” shall mean the requirementsboard of that sectiondirectors of the Code. Company.
ARTICLE II
DEFINITIONS
2.01 2.4.		“Account” means the account maintained on behalf of each Participant by the Administrator for the purpose of investing in Company Stock and engaging in other transactions permitted under the Plan;
2.02		“Administrator” means the same as Plan Administrator defined in Section 2.18.
2.03		“Board” means the Board of Directors of the Company;
2.04		“Committee” means the individuals appointed by the Board to administer the Plan;
2.05		“Code” means shall mean the Internal Revenue Code of 1986, as amended from time to time, includingtime.
2.5.	“Committee” shall mean the Executive Compensation Committee of the Board for purposes of Employee awards and the Director & Governance Committee for purposes of Non-employee Director Awards or any subcommittee thereof formed by the Committees to act as the respective Committee hereunder. Each Committee shall consist of no fewer than two Directors, each of whom is (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act and (ii) an “independent director” for purpose of the rules regulations and interpretations promulgated thereunder; of the principal U.S. national securities exchange on which the Shares are traded, to the extent required by such rules.
2.06 2.6.		“Company” meansConsultant” shall mean any consultant or advisor who is a natural person and who provides services to the Curtiss-Wright CorporationCompany or any Subsidiary, so long as such person (i) renders bona fide services that are not in connection with the offer and its Subsidiary Corporations; sale of the Company’s securities in a capital-raising transaction, (ii) does not directly or indirectly promote or maintain a market for the Company’s securities and (iii) otherwise qualifies as a consultant under the applicable rules of the SEC for registration of shares of stock on a Form S-8 registration statement.
2.07 2.7.		“Company Stock” means Company common stock and such other securities as may be substituted (or resubstituted) for Company Stock pursuant to Section 11.05; Director” shall mean a member of the Board who is not an employee.
2.08 2.8.		“Compensation” means cash remuneration that is paid toDividend Equivalents” shall have the Employee by the Company (or an affiliate) during the calendar year for the performance of services and includiblemeaning set forth in gross income, including, and limited to, gross base salary, Code Section 125 elective payroll deduction contributions; elective payroll deduction contributions made under this Plan; and elective payroll deduction contributions made under any qualified retirement plan; 11.6.
2.09 2.9.		“Effective Date” means May 10, 2018, subject to approval by the holders of the majority of the common stock present and represented at a special or annual meeting of the shareholders held on or before such date. If the Plan is not so approved, the PlanEmployee” shall not become effective;
2.10		“Employee” meansmean any active employee of the Company or aany Subsidiary Corporation;
2.11		“Enrollment Date” means the first dayand any prospective employee conditioned upon, and effective not earlier than, such person becoming an employee of the next regularly scheduled payroll period for the Company or a Subsidiary Corporation, as applicable;

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		any Subsidiary.
2.12 2.10.		“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time; amended.
2.13 2.11.		“Exercise Date” means the last day of each Offering Period;
2.14		“Fair Market Value” means shall mean, with respect to Shares as of any date, (i) the meansclosing price of the Shares as reported on the principal U.S. national securities exchange on which the Shares are listed and traded on such date, or, if there is no closing price on that date, then on the last preceding date on which such a closing price was reported; (ii) if the Shares are not listed on any U.S. national securities exchange but are quoted in an inter-dealer quotation system on a last sale basis, the final ask price of the Shares reported on the inter-dealer quotation system for such date, or, if there is no such sale on such date, then on the last preceding date on which a sale was reported; or (iii) if the Shares are neither listed on a U.S. national securities

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	exchange nor quoted on an inter-dealer quotation system on a last sale basis, the amount determined by the Committee to be the fair market value of a share of Company Stock, which,the Shares as determined by the Committee in its sole discretion. The Fair Market Value of any given date,property other than Shares shall mean the market value of such property determined by such methods or procedures as shall be established from time to time by the averageCommittee.
2.12.	“Incentive Stock Option” shall mean an Option which when granted is intended to qualify as an incentive stock option for purposes of Section 422 of the highest and lowest sales prices of a share of Company Stock reported on a consolidated basis for securities listed on the New York Stock Exchange for trades on the date as of which such value is being determined or, if that day is not a Trading Day, then on the latest previous Trading Day; Code.
2.15 2.13.	“Option” shall mean any right granted to a Participant under the Plan allowing such Participant to purchase Shares at such price or prices and during such period or periods as the Committee shall determine.
2.14.	“Offering Period” meansOther Share-Based Award” shall have the approximatemeaning set forth in Section 8.1.
2.15.	“Participant” shall mean an Employee, Director or Consultant who is selected by the Committee to receive an Award under the Plan.
2.16.	“Performance Award” shall mean any Award of Performance Cash, Performance Shares or Performance Units granted pursuant to Article 9.
2.17.	“Performance Cash” shall mean any cash incentives granted pursuant to Article 9 payable to the Participant upon the achievement of such performance goals as the Committee shall establish.
2.18.	“Performance Period” shall mean the period established by the Committee notduring which any performance goals specified by the Committee with respect to exceed 27 months; a Performance Award are to be measured.
2.16 2.19.		“Participant” meansPerformance Share” shall mean any Employee who (i) is eligiblegrant pursuant to participate inArticle 9 of a unit valued by reference to a designated number of Shares, which value may be paid to the Plan under Section 3.01 hereof and (ii) elects to participate; Participant upon achievement of such performance goals as the Committee shall establish.
2.17 2.20.	“Performance Unit” shall mean any grant pursuant to Article 9 of a unit valued by reference to a designated amount of cash or property other than Shares, which value may be paid to the Participant upon achievement of such performance goals during the Performance Period as the Committee shall establish.
2.21.	“Plan”Permitted Assignee” shall have the meaning set forth in Section 11.3.
2.22.	“Prior Plans” shall mean, collectively, the Company’s 2014 Omnibus Long-Term Incentive Plan
2.23.	“Restricted Stock” shall mean any Share issued with the restriction that the holder may not sell, transfer, pledge or assign such Share and with such other restrictions as the Committee, in its sole discretion, may impose, which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.
2.24.	“Restricted Stock Award” shall have the meaning set forth in Section 7.1.
2.25.	“Restricted Stock Unit” means an Award that is valued by reference to a Share, which value may be paid to the Participant in Shares or cash as determined by the Committee in its sole discretion upon the satisfaction of vesting restrictions as the Committee may establish, which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.
2.26.	“Restricted Stock Unit Award” shall have the meaning set forth in Section 7.1
2.27.	“SEC” means the Curtiss-Wright Corporation Employee Stock Purchase Plan; Securities and Exchange Commission.
2.18 2.28.		“Plan Administrator” meansShares” shall mean the person or entity designated byshares of common stock of the Company, to act as administrator for the Plan or any successor thereto; par value $1.00 per share.
2.19 2.29.		“Purchase Price” means an amount equalStock Appreciation Right” shall mean the right granted to 85% of the Fair Market Value of a share of Company Stock on the Exercise Date; Participant pursuant to Article 6.
2.20 2.30.		“Reserves” means the number of shares of Company Stock covered by all options under the Plan which have not yet been exercised and the number of shares of Company Stock which have been authorized for issuance under the Plan but which have not yet become subject to options; and
2.21		“Subsidiary Corporation” meansSubsidiary” shall mean any corporation (other than the Company) in whichan unbroken chain of corporations beginning with the Company if, at the relevant time each of the corporations other than the last corporation in the unbroken chain owns directly,stock possessing 50% or indirectly through subsidiaries, at least fifty percent (50%)more of the total combined voting power of all classes of stock in one of the other corporations in the chain.
2.31.	“Substitute Awards” shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or

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	obligation to make future awards, in each case by a company acquired by the Company or any other entity (including, but not limited to, partnerships and joint ventures) inSubsidiary or with which the Company owns at least fifty percent (50%) of the combined equity thereof. or any Subsidiary combines.
ARTICLE III 2.32.	“Vesting Period” shall mean the period of time specified by the Committee during which vesting restrictions for an Award are applicable.

3. Shares Subject to the Plan

ELIGIBILITY AND PARTICIPATION
3.01 3.1		An Employee may becomeNumber of Shares. (a) Subject to adjustment as provided in Section 11.2, a Participant intotal of 1,560,000 Shares shall be authorized for Awards granted under the Plan by giving instructions authorizing payroll deductions to the Administrator in such mannerless one (1) Share for every one (1) Share granted under any Prior Plan after December 31, 2023 and form as prescribed by the Administrator no later than 15 days prior to the first dayeffective date of the Plan. After the effective date of the Plan (as provided in Section 12.13), no awards may be granted under any Prior Plan.

	(b)	If (i) any Shares subject to an Offering Period (unlessAward are forfeited, an Award expires or otherwise terminates without issuance of Shares, or an Award is settled for cash (in whole or in part) or otherwise does not result in the issuance of all or a later timeportion of the Shares subject to such Award (including on payment in Shares on exercise of a Stock Appreciation Right), such Shares shall, to the extent of such forfeiture, expiration, termination, cash settlement or non-issuance, be added to the Shares available for filinggrant under the Plan or (ii) after December 31, 2023 any Shares subject to an award under any Prior Plan are forfeited, an award under any Prior Plan expires or otherwise terminates without issuance of such instructionsShares, or an award under any Prior Plan is setsettled for cash (in whole or in part), or otherwise does not result in the issuance of all or a portion of the Shares subject to such award (including on payment in Shares on exercise of a stock appreciation right), then in each such case the Shares subject to the Award or award under any Prior Plan shall, to the extent of such forfeiture, expiration, termination, cash settlement or non-issuance, be added to the Shares available for grant under the Plan on a one-for-one basis.
	(c)	In the event that (i) any Option or other Award granted hereunder is exercised through the tendering of Shares (either actually or by attestation) or by the Committeewithholding of Shares by the Company, or (ii) withholding tax liabilities arising from such Option or other Award are satisfied by the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, then in each such case the Shares so tendered or withheld shall be added to the Shares available for all Employees with respectgrant under the Plan on a one-for-one basis. In the event that after December 31, 2023 (i) any option or award any Prior Plan is exercised through the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, or (ii) withholding tax liabilities arising from such options or awards are satisfied by the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, then in each such case the Shares so tendered or withheld shall be added to the Shares available for grant under the Plan on a one-for-one basis.
	(d)	Substitute Awards shall not reduce the Shares authorized for grant under the Plan nor shall Shares subject to a given Offering Period). Payroll deductionsSubstitute Award be added to the Shares available for an EmployeeAwards under the Plan as provided in paragraphs (b) and (c) above. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall commence withnot reduce the first payroll periodShares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan as provided in paragraphs (b) and (c) above); provided that begins at least 15 days followingAwards using such available shares shall not be made after the date such instructions are received byawards or grants could have been made under the Administrator. terms of the pre-existing plan, absent the

3.02 A-3

acquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination.

3.2.	Character of Shares. Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares purchased in the open market or otherwise.
3.3.	Limit on Awards to Directors.Notwithstanding any provisionsother provision of the Plan to the contrary no Employeeand excluding any Award made pursuant to Section 8.4, the aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all Awards granted to any Director during any single calendar year shall be granted an option to participate innot exceed $500,000.
3.4.	Minimum Vesting Requirement. Notwithstanding any other provision of the Plan to the extent that:contrary, Awards granted under the Plan (other than cash-based awards) shall vest no earlier than the first anniversary of the date on which the Award is granted; provided, that the following Awards shall not be subject to the foregoing minimum vesting requirement: any (i) substitute Awards granted in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction entered into by the Company or any of its Subsidiaries, (ii) Shares delivered in lieu of fully vested cash obligations, (iii) Awards to Non-Employee Directors that vest on earlier of the one-year anniversary of the date of grant and the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting, and (iv) any additional Awards the Committee may grant, up to a maximum of five percent (5%) of the available share reserve authorized for issuance under the Plan pursuant to Section 3.1 (subject to adjustment under Section 11.2); and, provided, further, that the foregoing restriction does not apply to the Committee’s discretion to provide for accelerated exercisability or vesting of any Award, including in cases of retirement, death, Disability or a Change in Control, in the terms of the Award Agreement or otherwise.

4. Eligibility and Administration

4.1.

Eligibility. Any Employee, Director or Consultant shall be eligible to be selected as a Participant.

4.2.

Administration. (a) The Plan shall be administered by the Committee. The Committee shall have full power and authority, subject to the provisions of the Plan and subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board, to: (i) select the Employees, Directors and Consultants to whom Awards may from time to time be granted hereunder; (ii) determine the type or types of Awards to be granted to each Participant hereunder; (iii) determine the number of Shares (or dollar value) to be covered by each Award granted hereunder; (iv) determine the terms and conditions, not inconsistent with the provisions of the Plan, of any Award granted hereunder; (v) determine whether, to what extent and under what circumstances Awards may be settled in cash, Shares or other property; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other property and other amounts payable with respect to an Award made under the Plan shall be deferred either automatically or at the election of the Participant; (vii) determine whether, to what extent and under what circumstances any Award shall be canceled or suspended; (viii) interpret and administer the Plan and any instrument or agreement entered into under or in connection with the Plan, including any Award Agreement; (ix) correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent that the Committee shall deem desirable to carry it into effect; (x) establish such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (xi) determine whether any Award, other than an Option or Stock Appreciation Right, will have Dividend Equivalents; and (xii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

(b)

Decisions of the Committee shall be final, conclusive and binding on all persons or entities, including the Company, any Participant, and any Subsidiary. A majority of the members of

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		(a)  immediately after the Committee may determine its actions, including fixing the time and place of its meetings. Notwithstanding the foregoing, any action or determination by the Committee specifically affecting or relating to an Award to a Director shall require the prior approval of the Director & Governance Committee and the Board of Directors.
	(c)	To the extent not inconsistent with applicable law, with respect to Awards intended to comply the rules and regulations of the principal U.S. national securities exchange on which the Shares are traded, the Committee may (i) delegate to a committee of one or more directors of the Company any of the authority of the Committee under the Plan, including the right to grant, such Employee would own stock, and/cancel or hold outstanding optionssuspend Awards and (ii) authorize one or more executive officers to purchase stock, possessing 5%do one or more of the following with respect to Employees who are not directors or executive officers of the Company (A) designate Employees to be recipients of Awards, (B) determine the number of Shares subject to such Awards to be received by such Employees and (C) cancel or suspend Awards to such Employees; provided that (x) any resolution of the Committee authorizing such officer(s) must specify the total combinednumber of Shares subject to Awards that such officer(s) may so award and (y) the Committee may not authorize any officer to designate himself or herself as the recipient of an Award.

5. Options

5.1.	Grant. Options may be granted hereunder to Participants either alone or in addition to other Awards granted under the Plan. Any Option shall be subject to the terms and conditions of this Article and to such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall deem desirable.
5.2.	Award Agreements. All Options shall be evidenced by an Award Agreement in such form and containing such terms and conditions as the Committee shall determine which are not inconsistent with the provisions of the Plan. The terms and conditions of Options need not be the same with respect to each Participant. Granting an Option pursuant to the Plan shall impose no obligation on the recipient to exercise such Option. Any individual who is granted an Option pursuant to this Article may hold more than one Option granted pursuant to the Plan at the same time.
5.3.	Option Price. Other than in connection with Substitute Awards, the option price per each Share purchasable under any Option granted pursuant to this Article shall not be less than 100% of the Fair Market Value of one Share on the date of grant of such Option; provided, however, that in the case of an Incentive Stock Option granted to a Participant who, at the time of the grant, owns stock representing more than 10% of the voting power or value of all classes of stock of the Company (determinedor any Subsidiary, the option price per share shall be no less than 110% of the Fair Market Value of one Share on the date of grant. Other than pursuant to Section 11.2, the Committee shall not without the approval of the Company’s stockholders (a) lower the option price per Share of an Option after it is granted, (b) cancel an Option when the option price per Share exceeds the Fair Market Value of one Share in exchange for cash or another Award (other than in connection with a Change in Control as defined in Section 10.3), or (c) take any other action with respect to an Option that would be treated as a repricing under the rules of Section 424(d)and regulations of the Code); or

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		principal U.S. national securities exchange on which the Shares are listed.
5.4.		(b)  immediatelyOption Term. The term of each Option shall be fixed by the Committee in its sole discretion; provided that no Option shall be exercisable after the grant, such Employee’s right to purchase Company Stock under all employee stock purchase plans (as definedexpiration of ten (10) years from the date the Option is granted, except in Section 423the event of death or disability; provided, however, that the term of the Code)Option shall not exceed five (5) years from the date the Option is granted in the case of an Incentive Stock Option granted to a Participant who, at the time of the grant, owns stock representing more than 10% of the voting power of all classes of stock of the Company andor any Subsidiary Corporation would accrue atSubsidiary. Notwithstanding the foregoing, in the event that on the last business day of the term of an Option (other than an Incentive Stock Option) (i) the exercise of the Option is prohibited by applicable law or (ii) Shares may not be purchased or sold by certain employees or directors of the Company due to the “black-out period” of a rate which exceeds $25,000Company policy or a “lock-up”

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	agreement undertaken in fair market valueconnection with an issuance of suchsecurities by the Company, Stock (determined at the time such option is granted)term of the Option shall be extended for each calendar year in which such option would be outstanding at any time. a period of thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement.
ARTICLE IV
OFFERINGS
4.01 5.5.		TheExercise of Options. (a) Vested Options granted under the Plan willshall be implemented by offerings of Company Stock establishedexercised by the Committee, not to exceed 27 months. The Committee shall haveParticipant (or by a Permitted Assignee thereof or the power to change the beginning date, ending date, and duration of Offering Periods with respect to future offerings without stockholder approval if such change is announced at least five days priorParticipant’s executors, administrators, guardian or legal representative, to the scheduled beginningextent provided in an Award Agreement) as to all or part of the first Offering PeriodShares covered thereby, by giving notice of exercise to the Company or its designated agent, specifying the number of Shares to be affected thereafter, provided that Offering Periods will in all cases comply with applicable limitations under Section 423(b)(7)purchased. The notice of the Code.
ARTICLE V
PAYROLL DEDUCTIONS
5.01		A Participant may elect to have deductions made for each payroll period during an Offering Period in an amount equal to any whole percentage from 1% to 10% of his or her Compensation received for the payroll period; provided, that the maximum amount of payroll deductions may not exceed $21,250 for each year. To the extent necessary to comply with Section 423(b)(8) of the Code and the limitations on purchase contained herein, a Participant’s payroll deductions may be decreased to 0% during any Offering Period which is scheduled to end during any calendar year, such that the aggregate of all payroll deductions accumulated with respect to such calendar year is no greater than $21,250; and provided, further that no Participant may purchase more than 10,000 shares of Company Stock during any offering period. The Company, in its discretion, may increase and decrease the maximum percentage amount (but not the maximum dollar amount) without formally amending the plan; provided, however, the maximum percentage amountexercise shall be a uniform percentage of Compensation for all Participants.
5.02		An individual Account shall be maintained by the Administrator for each Participant in the Plan. All payroll deductionssuch form, made for a Participant shall be credited to his or her Account. A Participant may not make any separate cash payment into such account except when on leave of absence and then only as provided in Section 7.03. No interest shall accrue or be paid on any payroll deductions or any other amounts credited to a Participant’s Account.
		(a)  A Participant may discontinue his or her participation in the Plan or may decrease the rate of his or her payroll deductions during the Offering Period by giving instructions authorizing a change in payroll deduction rate to the Administrator in such manner, and formshall comply with such other requirements consistent with the provisions of the Plan as prescribed by the Administrator. Committee may prescribe from time to time.

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		(b)  A Participant may increase	Unless otherwise provided in an Award Agreement, full payment of such purchase price shall be made at the ratetime of hisexercise and shall be made (i) in cash or her payroll deductions prior to an Offering Periodcash equivalents (including certified check or bank check or wire transfer of immediately available funds), (ii) by giving instructions authorizing a change in payroll deduction rate totendering previously acquired Shares (either actually or by attestation) valued at their then Fair Market Value, (iii) with the Administrator within 15 days prior to the first dayconsent of the Offering Period in such manner and form as prescribedCommittee, by delivery of other consideration having a Fair Market Value on the Administrator. The change in rate shall become effective with the first payroll period that begins at least 15 days following theexercise date such instructions are received by the Administrator. A Participant’s payroll deduction authorization agreement is only valid for the Offering Period for which such election is made unless the Participant provides new instructions to the Administrator, makes a carry-forward election in accordance with specific procedures prescribed by the Administrator or terminates employment as provided in Section 7.02.
5.03		If at any time the number of shares of Company Stock available for purchase under the Plan is insufficient to grant to each Participant the right to purchase the full number of shares to which he otherwise would be entitled, then each Participant will have the right to purchase that number of available shares of Company Stock that is equal to the total numberpurchase price, (iv) with the consent of available sharesthe Committee, by withholding Shares otherwise issuable in connection with the exercise of Company Stock multipliedthe Option, (v) through any other method specified in an Award Agreement (including same-day sales through a broker), or (vi) any combination of any of the foregoing; provided, however, to the extent required by applicable law, that the Participant must pay in cash an amount not less than the aggregate par value (if any) of the Shares being acquired. The notice of exercise and payment of the purchase price shall be made by physical or electronic delivery as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share.
	(c)	Notwithstanding the numeratorforegoing, an Award Agreement may provide that if on the last day of which is the amountterm of Compensation credited toan Option the Participant’s Account forFair Market Value of one Share exceeds the Offering Period,option price per Share, the Participant has not exercised the Option (or a tandem Stock Appreciation Right, if applicable) and the denominator of which isOption has not expired, the total amount of Compensation credited to the Accounts of all Participants for the Offering Period.
ARTICLE VI
GRANT AND EXERCISE OF OPTION
6.01		On the first day of each Offering Period, each Employee participating in such Offering PeriodOption shall be deemed to have been exercised by the Participant on such day with payment made by withholding Shares otherwise issuable in connection with the exercise of the Option. In such event, the Company shall deliver to the Participant the number of Shares for which the Option was deemed exercised, less the number of Shares required to be withheld for the payment of the total purchase price and required withholding taxes; provided, however, any fractional Share shall be settled in cash.

5.6.

Form of Settlement. In its sole discretion, the Committee may provide that the Shares to be issued upon an Option’s exercise shall be in the form of Restricted Stock or other similar securities.

5.7.

Incentive Stock Options. The Committee may grant Incentive Stock Options to any employee of the Company or any Subsidiary, subject to the requirements of Section 422 of the Code. Solely for purposes of determining whether Shares are available for the grant of Incentive Stock Options under the Plan, the maximum aggregate number of Shares that may be issued pursuant to Incentive Stock Options granted under the Plan shall be 1,560,000 Shares, subject to adjustment as provided in Section 11.2.

6. Stock Appreciation Rights

6.1.

Grant and Vesting. The Committee may grant Stock Appreciation Rights (a) in tandem with all or part of any Option granted under the Plan or at any subsequent time during the term of such Option, (b) in tandem with all or part of any Award (other than an optionOption) granted under the Plan or at any subsequent time during the term of such Award, or (c) without regard to purchaseany Option or other Award in each case upon such terms and conditions as the Committee may

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establish in its sole discretion. Unless otherwise provided in an Award Agreement, any Share Appreciation Rights granted under the Plan shall vest and become exercisable as to 33-1/3% of such Share Appreciation Rights on each of the first three anniversaries of the date the Share Appreciation Rights are granted, in each case so long as the Participant continues to be employed by or provide services to the Company or any of its Subsidiaries on the Exercise Date of such Offering Period, at the applicable Purchase Price, up to a number of whole shares of Companyrelevant vesting date.

6.2.

Terms and Conditions. Stock determined by dividing such Employee’s payroll deductions credited to his or her Account as of the Exercise Date by the applicable Purchase Price; provided that such purchaseAppreciation Rights shall be subject to such terms and conditions, not inconsistent with the limitations set forth in Sections 3.02 and 8.01. Exerciseprovisions of the optionPlan, as shall occurbe determined from time to time by the Committee, including the following:

	(a)	Upon the exercise of a Stock Appreciation Right, the holder shall have the right to receive the excess of (i) the Fair Market Value of one Share on the date of exercise (or such amount less than such Fair Market Value as the Committee shall so determine at any time during a specified period before the date of exercise) over (ii) the grant price of the Stock Appreciation Right.
	(b)	The Committee shall determine in its sole discretion whether payment on exercise of a Stock Appreciation Right shall be made in cash, in whole Shares or other property, or any combination thereof.
	(c)	The terms and conditions of Stock Appreciation Rights need not be the same with respect to each recipient.
	(d)	The Committee may impose such other terms and conditions on the exercise of any Stock Appreciation Right, as it shall deem appropriate. A Stock Appreciation Right shall (i) have a grant price per Share of not less than the Fair Market Value of one Share on the date of grant or, if applicable, on the date of grant of an Option with respect to a Stock Appreciation Right granted in exchange for or in tandem with, but subsequent to, the Option (subject to the requirements of Section 409A of the Code) except in the case of Substitute Awards or in connection with an adjustment provided in Section 6.02, unless11.2, and (ii) have a term not greater than ten (10) years, except in the Participant has withdrawnevent of death or disability. Notwithstanding clause (ii) of the amount credited to hispreceding sentence, in the event that on the last business day of the term of a Stock Appreciation Right (x) the exercise of the Stock Appreciation Right is prohibited by applicable law or her Account upon withdrawal from(y) Shares may not be purchased or sold by certain employees or directors of the Plan pursuant to Section 7.01 or such amount has been distributedCompany due to the Participant upon termination“black-out period” of employment pursuant to Section 7.02. Toa Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the extent not exercised,Company, the optionterm shall expirebe extended for a period of thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement.
	(e)	An Award Agreement may provide that if on the last day of the Offering Period.
6.02		A Participant’s option for the purchaseterm of shares shall be exercised automatically on the Exercise Date, and the maximum number of whole shares subject to the option shall be purchased for such Participant at the applicable Purchase Price with the accumulated payroll deductions credited to his or her Account. Cash in lieu of fractional shares shall be paid to such Participant based ona Stock Appreciation Right the Fair Market Value of one Share exceeds the grant price per Share of the Stock Appreciation Right, the Participant has not exercised the Stock Appreciation Right or the tandem Option (if applicable), and the Stock Appreciation Right has not otherwise expired, the Stock Appreciation Right shall be deemed to have been exercised by the Participant on such day. In such event, the Company shall make payment to the Participant in accordance with this Section, reduced by the number of Shares (or cash) required for withholding taxes; any fractional Share shall be settled in cash.
	(f)	Without the approval of the Company’s stockholders, other than pursuant to Section 11.2, the Committee shall not (i) reduce the grant price of any Stock Appreciation Right after the date of grant (ii) cancel any Stock Appreciation Right when the grant price per Share exceeds the Fair Market Value of one Share in exchange for cash or another Award (other than in connection with a shareChange in Control as defined in Section 10.3), or (iii) take any other action with respect to a Stock Appreciation Right that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the Shares are listed.

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7. Restricted Stock and Restricted Stock Units

7.1.	Grants. Awards of Restricted Stock and of Restricted Stock Units may be granted hereunder to Participants either alone or in addition to other Awards granted under the Plan (a “Restricted Stock Award” or “Restricted Stock Unit Award” respectively), and such Restricted Stock Awards and Restricted Stock Unit Awards shall also be available as a form of payment of Performance Awards and other earned cash-based incentive compensation. The Committee has absolute discretion to determine whether any consideration (other than services) is to be received by the Company or any Subsidiary as a condition precedent to the grant of Restricted Stock or Restricted Stock Units, subject to such minimum consideration as may be required by applicable law.
7.2.	Award Agreements. The terms of any Restricted Stock Award or Restricted Stock Unit Award granted under the Plan shall be set forth in an Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan. The terms of Restricted Stock Awards and Restricted Stock Unit Awards need not be the same with respect to each Participant.
7.3.	Rights of Holders of Restricted Stock and Restricted Stock Units. Unless otherwise provided in the Award Agreement, beginning on the date of purchase. grant of the Restricted Stock Award and subject to execution of the Award Agreement, the Participant shall become a stockholder of the Company with respect to all Shares subject to the Award Agreement and shall have all of the rights of a stockholder, including the right to vote such Shares and the right to receive distributions made with respect to such Shares, except as otherwise provided in this Section. A Participant who holds a Restricted Stock Unit Award shall only have those rights specifically provided for in the Award Agreement; provided, however, in no event shall the Participant have voting rights with respect to such Award. Except as otherwise provided in an Award Agreement, any Shares or any other property distributed as a dividend or otherwise with respect to any Restricted Stock Award or Restricted Stock Unit Award as to which the restrictions have not yet lapsed shall be subject to the same restrictions as such Restricted Stock Award or Restricted Stock Unit Award, and the Committee shall have the sole discretion to determine whether, if at all, any cash-denominated amount that is subject to such restrictions shall earn interest and at what rate. Notwithstanding the provisions of this Section, cash dividends, stock and any other property (other than cash) distributed as a dividend or otherwise with respect to any Restricted Stock Award or Restricted Stock Unit Award that vests based on achievement of performance goals shall either (i) not be paid or credited or (ii) be accumulated, shall be subject to restrictions and risk of forfeiture to the same extent as the Restricted Stock or Restricted Stock Units with respect to which such cash, stock or other property has been distributed and shall be paid at the time such restrictions and risk of forfeiture lapse.
6.037.4.	Issuance of Shares. Any Restricted Stock granted under the Plan may be evidenced in such manner as the Board may deem appropriate, including book-entry registration or issuance of a stock certificate or certificates, which certificate or certificates shall be held by the Company. Any such certificate or certificates shall be registered in the name of the Participant and shall bear an appropriate legend referring to the restrictions applicable to such Restricted Stock.

8. Other Share-Based Awards

8.1.

Grants. Other Awards of Shares and other Awards that are valued in whole or in part by reference to, or are otherwise based on, Shares or other property (“Other Share-Based Awards”), including deferred stock units, may be granted hereunder to Participants either alone or in addition to other Awards granted under the Plan. Other Share-Based Awards shall also be available as a form of payment of other Awards granted under the Plan and other earned cash-based compensation.

8.2.

Award Agreements. The terms of Other Share-Based Awards granted under the Plan shall be set forth in an Award Agreement which shall contain provisions determined by the Committee

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	and not inconsistent with the Plan. The terms of such Awards need not be the same with respect to each Participant. Notwithstanding the provisions of this Section, Dividend Equivalents with respect to the Shares covered by an Other Share-Based Award that vests based on achievement of performance goals shall be subject to restrictions and risk of forfeiture to the same extent as the Shares covered by an Other Share-Based Award with respect to which such Dividend Equivalents have been credited. Other Share-Based Awards may be subject to vesting restrictions during the Vesting Period as specified by the Committee.
8.3.	Payment. Except as may be provided in an Award Agreement, Other Share-Based Awards may be paid in cash, Shares, other property, or any combination thereof, in the sole discretion of the Committee. Other Share-Based Awards may be paid in a lump sum or in installments or, in accordance with procedures established by the Committee, on a deferred basis subject to the requirements of Section 409A of the Code.
8.4.	Deferral of Director Fees. Directors shall be eligible to elect to defer their fees or retainers and receive Other Share-Based Awards in the form of deferred stock units or deferred cash in lieu of all or a portion of their annual retainer, any chairman retainer, or meeting fees. In addition, Directors may elect to receive Other Share-Based Awards in the form of deferred stock units or deferred cash in lieu of all or a portion of their annual and committee retainers and annual meeting fees, provided that such election is made in accordance with the requirements of Section 409A of the Code. The Committee shall, in its absolute discretion, establish such rules and procedures as it deems appropriate for such elections and for payment in deferred stock units or cash.

9. Performance Awards

9.1.	Grants. Performance Awards in the form of Performance Cash, Performance Shares or Performance Units, as determined by the Committee in its sole discretion, may be granted hereunder to Participants, for no consideration or for such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under the Plan. The performance goals to be achieved for each Performance Period shall be conclusively determined by the Committee and may be based upon such other criteria as determined by the Committee in its discretion.
9.2.	Award Agreements. The terms of any Performance Award granted under the Plan shall be set forth in an Award Agreement (or, if applicable, in a resolution duly adopted by the Committee) which shall contain provisions determined by the Committee and not inconsistent with the Plan, including whether such Awards shall have Dividend Equivalents. The terms of Performance Awards need not be the same with respect to each Participant.
9.3.	Terms and Conditions. The performance criteria to be achieved during any Performance Period and the length of the Performance Period shall be determined by the Committee upon the grant of each Performance Award. The amount of the Award to be distributed shall be conclusively determined by the Committee.
9.4.	Payment. Except as provided in Article 10, as provided by the Committee or as may be provided in an Award Agreement, Performance Awards will be distributed only after the end of the relevant Performance Period. Performance Awards may be paid in cash, Shares, other property, or any combination thereof, in the sole discretion of the Committee. Performance Awards may be paid in a lump sum or in installments following the close of the Performance Period or, in accordance with procedures established by the Committee, on a deferred basis subject to the requirements of Section 409A of the Code.

10. Change in Control Provisions

10.1.

Impact on Certain Awards. Award Agreements may provide that in the event of a Change in Control of the Company (as defined in Section 10.3): (i) Options and Stock Appreciation

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Rights outstanding as of the date of the Change in Control shall be cancelled and terminated without payment if the Fair Market Value of one Share as of the date of the Change in Control is less than the per Share Option exercise price or Stock Appreciation Right grant price, and (ii) all Performance Awards shall be (x) considered to be earned and payable based on achievement of performance goals or based on target performance (either in full or pro rata based on the portion of Performance Period completed as of the date of the Change in Control), and any limitations or other restrictions shall lapse and such Performance Awards shall be immediately settled or distributed or (y) converted into Restricted Stock or Restricted Stock Unit Awards based on achievement of performance goals or based on target performance (either in full or pro rata based on the portion of Performance Period completed as of the date of the Change in Control) that are subject to Section 10.2.

10.2.

Assumption or Substitution of Certain Awards. (a) Unless otherwise provided in an Award Agreement, in the event of a Change in Control of the Company in which the successor company assumes or substitutes for an Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or Other Share-Based Award (or in which the Company is the ultimate parent corporation and continues the Award), if a Participant’s employment with such successor company (or the Company) or a subsidiary thereof terminates within 24 months following such Change in Control (or such other period set forth in the Award Agreement, including prior thereto if applicable) and under the circumstances specified in the Award Agreement: (i) Options and Stock Appreciation Rights outstanding as of the date of such termination of employment will immediately vest, become fully exercisable, and may thereafter be exercised for 24 months (or the period of time set forth in the Award Agreement), (ii) the restrictions, limitations and other conditions applicable to Restricted Stock and Restricted Stock Units outstanding as of the date of such termination of employment shall lapse and the Restricted Stock and Restricted Stock Units shall become free of all restrictions, limitations and conditions and become fully vested, and (iii) the restrictions, limitations and other conditions applicable to any Other Share-Based Awards shall lapse, and such Other Share-Based Awards shall become free of all restrictions, limitations and conditions and become fully vested and transferable to the full extent of the original grant. For the purposes of this Section 10.2, an Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or Other Share-Based Award shall be considered assumed or substituted for if following the Change in Control the Award confers the right to purchase or receive, for each Share subject to the Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or Other Share-Based Award immediately prior to the Change in Control, the consideration (whether stock, cash or other securities or property) received in the transaction constituting the Change in Control by holders of Shares for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the transaction constituting a Change in Control is not solely common stock of the successor company, the Committee may, with the consent of the successor company, provide that the consideration to be received upon the exercise or vesting of an Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or Other Share-Based Award, for each Share subject thereto, will be solely common stock of the successor company with a fair market value substantially equal to the per Share consideration received by holders of Shares in the transaction constituting a Change in Control. The determination of whether fair market value is substantially equal shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding.

(b)

Unless otherwise provided in an Award Agreement, in the event of a Change in Control of the Company to the extent the successor company does not assume or substitute for an Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or Other Share-Based Award (or in which the Company is the ultimate parent corporation and does not continue the Award), then immediately prior to the Change in Control: (i) those Options and Stock Appreciation Rights outstanding as of the date of the Change in

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		DuringControl that are not assumed or substituted for (or continued) shall immediately vest and become fully exercisable, (ii) restrictions, limitations and other conditions applicable to Restricted Stock and Restricted Stock Units that are not assumed or substituted for (or continued) shall lapse and the Restricted Stock and Restricted Stock Units shall become free of all restrictions, limitations and conditions and become fully vested, and (iii) the restrictions, other limitations and other conditions applicable to any Other Share-Based Awards or any other Awards that are not assumed or substituted for (or continued) shall lapse, and such Other Share-Based Awards or such other Awards shall become free of all restrictions, limitations and conditions and become fully vested and transferable to the full extent of the original grant.
	(c)	The Committee, in its discretion, may determine that, upon the occurrence of a Participant’s lifetime, options held by suchChange in Control of the Company, each Option and Stock Appreciation Right outstanding shall terminate within a specified number of days after notice to the Participant, and/or that each Participant shall be exercisable only by that Participant and are not transferable other than by willreceive, with respect to each Share subject to such Option or by the laws of descent and distribution.
		(a)  At or as promptly as practicable after the Exercise Date forStock Appreciation Right, an Offering Period, the Company shall deliver the shares of Company Stock purchasedamount equal to the Administrator for deposit into the Participants’ Accounts.

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		(b)  Cash dividends on any Company Stock credited to a Participant’s Account will remain in the account unless and until the Participant elects to join the plan’s dividend reinvestment program to purchase additional whole shares of Company Stock. Purchases of Company Stock for purposes of dividend reinvestment will be made as promptly as practicable (but not more than 30 days) after a dividend payment date. The Administrator will make such purchases in transactions directly from the open market at 100%excess of the Fair Market Value of a share of Company Stock on the dividend payment date. Any shares of Company Stock distributed as a dividend or distribution in respect of shares of Company Stock or in connection with a split of the Company Stock credited to a Participant’s Account will be credited to such Account. In the event of any other non-cash dividend or distribution in respect of Company Stock credited to a Participant’s Account, the Administrator will, if reasonably practicable and at the direction of the Committee, sell any property received in such dividend or distribution as promptly as practicable and use the proceeds to purchase additional shares of Company Stock in the same manner as cash paid overShare immediately prior to the Administrator for purposesoccurrence of dividend reinvestment.
		(c)  Each Participant willsuch Change in Control over the exercise price per Share of such Option and/or Stock Appreciation Right; such amount to be entitled to vote the number of shares of Company Stock credited to his or her Account on any matter as to which the approval of the Company’s stockholders is sought.
6.04		(a)  During the first two years from the first day of an Offering Period, a Participant may sell, but may not transfer or withdraw, the shares of Company Stock acquired during such Offering Period and credited to his or her Account. During such two-year period, all sales of shares of Company Stock acquired during the Offering Period shall only be effectuated by the Administrator on the Participant’s behalf.
		(b)  Following the completion of two years from the first day of an Offering Period, a Participant may elect to transfer such shares from his or her Account to an account of the Participant maintained with a broker-dealer or financial institution or may elect,payable in accordance with specific procedures prescribed by the Administrator, to withdraw from his or her Account shares of Company Stock acquired during such Offering Period. If shares of Company Stock are transferred from a Participant’s Account to a broker-dealer or financial institution that maintains an account for the Participant, only whole shares shall be transferred. If a Participant elects to withdraw shares from his or her Account, the Administrator will transfer shares electronically to an individual brokerage account designated by the Participant. Alternatively, the Participant may requestcash, in one or more certificates for whole shares issuedkinds of stock or property (including the stock or property, if any, payable in the name of, and delivered to the Participant, if applicable. A Participant seeking to transfer or withdraw shares of Company Stock must give instructions to the Administrator in such form and manner as may be prescribed by the Administrator, which instructions will be acted upon as promptly as practicable. Transfers and withdrawals will be subject to any fees imposed in accordance with Section 10.05.

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ARTICLE VII
WITHDRAWAL FROM PLAN AND TERMINATION OF EMPLOYMENT
7.01		If a Participant decreases his or her payroll deduction rate to zero during an Offering Period, he or she shall be deemed to have withdrawn from participation in the Plan. Any payroll deductions credited to the Participant’s account will be used to exercise his or her option for the purchase of Company Stock on the next Exercise Date. Payroll deductions shall not resume at the beginning of the succeeding Offering Period unless the Participant provides to the Administrator new instructions authorizing payroll deductions. A Participant who withdraws from participation in the Plan may withdraw the Company Stock credited to his or her Account only as provided in Section 6.04.
7.02		Upon a Participant’s termination of employment with the Company and all Subsidiary Corporations for any reason (including termination because of the Participant’s death), the payroll deductions credited to such Participant’s Account during the Offering Period but not yet used to exercise the option shall be returned to such Participanttransaction) or in a combination thereof, as the case of his or her death, to the person or persons entitled thereto under Section 11.01, and such Participant’s optionCommittee, in its discretion, shall be automatically terminated. The Administrator shall continue to maintain the Participant’s Account until the Participant transfers or withdraws all Company Stockdetermine.

10.3.	Change in the Account, which transfer or withdrawal shall be permitted only as provided in Section 6.04. At the time of such transfer or withdrawal, the Administrator shall transfer such shares of Company Stock from the Participant’s Account to an account of the Participant (or the Participant’s beneficiary) maintained with a broker-dealer or financial institution or distribute to the Participant (or, if the termination of employment is because of death, to the person or persons entitled to the distribution under Section 11.01) the shares of Company Stock in the Participant’s Account in certificated form. The provisions of Section 6.04 shall apply to a distribution of shares of Company Stock on termination of employment under this Section 7.02.
7.03		If a Participant goes on an authorized leave of absence for any reason, such Participant shall have the right to elect to: (a) withdraw all of the payroll deductions credited to the Participant’s Account, (b) discontinue contributions to the Plan but have the amount credited to his or her Account used to purchase Company Stock on the next Exercise Date, or (c) remain a Participant in the Plan during such leave of absence, authorizing deductions to be made from payments by the Company to the Participant during such leave of absence to the extent that amounts payable by the Company to such Participant are sufficient to meet such Participant’s authorized Plan deductions. Unless a Participant on an authorized leave of absence returns to employment with the Company or a Subsidiary Corporation within ninety (90) days after the first day of his or her authorized leave of absence, such Participant shall be deemed to have terminated employment and the provisions of Section 7.02 shall apply. Notwithstanding the above, if the authorized leave of absence exceeds 90 days and the Participant is guaranteed reemployment with the Company either by statute of by contract, the Participant shall not be deemed to have terminated employment on the ninety-first (91st) day.
7.04		Control.For the purposes of the Plan, unless otherwise provided in an Award Agreement, Change in Control means the occurrence of any one of the following events (provided, however, that except with respect to paragraph (d) below, any definition of Change in Control in an Award Agreement may not provide that a Participant’s employment withChange in Control will occur prior to consummation or effectiveness of a change in control of the Company and may not provide that a Change in Control will occur upon the announcement, commencement, stockholder approval or other potential occurrence of any event or transaction that, if completed, would result in a Subsidiary shall be considered to have terminated effective on the last daychange in control of the Participant’s actual and active employment with the Company or Subsidiary, whether such day is selected by agreement with the Participant or unilaterally by the Company or Subsidiary and whether with or without advance notice to the Participant. For the avoidance of doubt, no period of notice that is given or ought to have been given under applicable law in respect of such termination of employment will be taken into account in determining entitlement under the Plan. Company):

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ARTICLE VIII
COMPANY STOCK
8.01		Subject to adjustment as provided in Section 11.05 hereof, the maximum number of shares of Company Stock that shall be reserved for sale under the Plan shall be 3,950,000. Such shares shall be either authorized and unissued shares or shares that have been reacquired by the Company. If the total number of shares which would otherwise be subject to options granted during an Offering Period exceeds the number of shares of Company Stock then available under the Plan (after deduction of all shares of Company Stock for which options have been exercised or are then outstanding), the provisions of Section 5.03 shall apply. In such event, the Committee shall give written notice to each Participant of such reduction of the number of option shares affected thereby and shall similarly reduce the rate of payroll deductions, if necessary.
8.02 (a)		The Participant will have no interest in Company Stock covered by his or her option until such option has been exercised.
ARTICLE IX
CHANGE IN CONTROL
9.01		A “Change in Control” shall mean the occurrence during the term of the Agreement of:
		(a)  An acquisition (other than directly from the Company) of any common stock of the Company (“Common Stock”) or other voting securities of the Company entitled to vote generally for the election of directors (the “Voting Securities”) by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))Act), immediately after which such Person has “Beneficial Ownership” (within the meaning of Rule 13d–313d-3 promulgated under the Exchange Act) of twentythirty percent (20%(30%) or more of (i) the then outstanding shares of Common Stock, (ii) the combined voting power of the Company’s then outstanding Voting Securities or (iii) the voting power to elect a majority of the Company’s Board of Directors;Board; provided, however, in determining whether a Change in Control has occurred, Voting Securities which are acquired in a Non-Control Acquisition (as hereinafter defined) shall not constitute an acquisition which would cause a Change in Control;provided, further, however,that with respect to any acquisition of Beneficial Ownership Caroline W. Singleton, as the Sole Trustee of the Singleton Family Trust or the Singleton Group, L.L.C. (collectively referring to Caroline Singleton, Singleton Family Trust and Singleton Group L.L.C. as “Singleton”), the reference to twenty percent (20%) in this Section 17.6(a) and Section 17.6(c) shall be deemed to be twenty-two percent (22%) for purposes of Singleton.Control. A “Non-Control Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the Company or (B) any corporation or other Person of which a majority of its voting power or its voting equity securities or equity interest is owned, directly or indirectly, by the Company (a “Subsidiary”“Subsidiary Entity”) (ii) the Company or its Subsidiaries,Subsidiary Entities, or (iii) any Person in connection with a Non-Control Transaction (as hereinafter defined); or

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	(b)	(b)  TheDuring any twenty-four (24) month period, the individuals who, as of June 1, 1998, are membersthe beginning of such period, constitute the Board (the “Incumbent Board”), cease for any reason to constitute at least a majority of the members of the Board;provided, however,that if the election, or nomination for election by the Company’s shareholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered as a member of the Incumbent Board;provided further, however,, that no individual shall be considered a member of the

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		Incumbent Board if such individual initially assumed office as a result of either an actual or threatened “Election Contest” (as described in Rule 14a–1114a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a “Proxy Contest”) including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or
	(c)	The consummation of:

		(c)  The consummation of:
(i)		(1)  A merger, consolidation or reorganization to which the Company is a party or in which securities of the Company are issued, unless such merger, consolidation or reorganization is a “Non-Control Transaction.” A “Non-Control Transaction” shall mean a merger, consolidation or reorganization with or into the Company or in which securities of the Company are issued where (i)

			(A)	the shareholders of the Company, immediately before such merger, consolidation or reorganization, own directly or indirectly immediately following such merger, consolidation or reorganization, at least sixty percent (60%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation or reorganization (the “Surviving Corporation”) in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation or reorganization, (ii)
			(B)	the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least a majority of the members of the board of directors of the Surviving Corporation, or a corporation beneficially directly or indirectly owning a majority of the combined voting power of the outstanding voting securities of the Surviving Corporation, and (iii)
			(C)	no Person other than (A)(i) the Company, (B)(ii) any Subsidiary (C)Entity, (iii) any employee benefit plan (or any trust forming a part thereof) that, immediately prior to such merger, consolidation or reorganization, was maintained by the Company, the Surviving Corporation, or any Subsidiary Entity, or (D)(iv) any Person who, immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of twenty percent (20%) or more of the then outstanding Voting Securities or common stock of the Company, has Beneficial Ownership of twenty percent (20%) or more of the combined voting power of the Surviving Corporation’s then outstanding voting securities or its common stock.

		(2)  A(ii)	The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company; or
		(3)  (iii)	The sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary Entity or a distribution to the Company’s shareholders); or .

		(4)  The sale or other disposition of all or substantially all of the assets of the Subsidiary which employs Executive to any Person (other than a transfer to a Subsidiary or a distribution to the Company’s shareholders);

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		Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the then outstanding common stock or Voting Securities as a result of the acquisition of Common Stock or Voting Securities by the Company which, by reducing the number of shares of Common Stock or Voting Securities then outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of shares of Common Stock or Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional shares of Common Stock or Voting Securities which increases the percentage of the then outstanding shares of Common Stock or Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.

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11. Generally Applicable Provisions

11.1.	Amendment and Termination of the Plan. The Board may, from time to time, alter, amend, suspend or terminate the Plan as it shall deem advisable, subject to any requirement for stockholder approval imposed by applicable law, including the rules and regulations of the principal U.S. national securities exchange on which the Shares are traded; provided that the Board may not amend the Plan in any manner that would result in noncompliance with Rule 16b-3 under the Exchange Act; and further provided that the Board may not, without the approval of the Company’s stockholders to the extent required by such applicable law, amend the Plan to (a) increase the number of Shares that may be the subject of Awards under the Plan (except for adjustments pursuant to Section 11.2), (b) expand the types of awards available under the Plan, (c) materially expand the class of persons eligible to participate in the Plan, (d) amend Section 5.3 or Section 6.2 to eliminate the requirements relating to minimum exercise price, minimum grant price and stockholder approval, or (e) increase the maximum permissible term of any Option specified by Section 5.4 or the maximum permissible term of a Stock Appreciation Right specified by Section 6.2. The Board may not (except pursuant to Section 11.2 or in connection with a Change in Control), without the approval of the Company’s stockholders, cancel an Option or Stock Appreciation Right in exchange for cash when the exercise or grant price per share exceeds the Fair Market Value of one Share or take any action with respect to an Option or Stock Appreciation Right that would be treated as a repricing under the rules and regulations of the principal securities exchange on which the Shares are traded, including a reduction of the exercise price of an Option or the grant price of a Stock Appreciation Right or the exchange of an Option or Stock Appreciation Right for another Award. In addition, no amendments to, or termination of, the Plan shall impair the rights of a Participant in any material respect under any Award previously granted without such Participant’s consent.
9.02 11.2.		Adjustments. In the event of any merger, reorganization, consolidation, recapitalization, dividend or distribution (whether in cash, shares or other property, other than a Changeregular cash dividend), stock split, reverse stock split, spin-off or similar transaction or other change in Control,corporate structure affecting the Offering periodShares or the value thereof, such adjustments and other substitutions shall terminate Immediately, unless otherwise provided by the Committee.
ARTICLE X
ADMINISTRATION
10.01		The Committee shall administer the Plan. Subjectbe made to the express provisions of the Plan, the Committee shall have full and discretionary authority to interpret and construe all provisions of the Plan, to adopt rules and regulations for administering the Plan and to make all other determinations deemed necessary or advisable for administering the Plan. The Committee’s determination on the foregoing matters shall be final and conclusive. The Committee may,Awards in its discretion, delegate some or all of its authority to one or more employees or officers of the Company.
10.02		‘Decisions ofa manner the Committee shalldeems equitable or appropriate taking into consideration the accounting and tax consequences, including such adjustments in the aggregate number, class and kind of securities that may be final, conclusive and binding upon all persons, including the Company, any Participant, any stockholder, and any of the Company or its Subsidiaries. A majority of the members of the Committee may determine its actions and fix the time and place of its meetings.
10.03		Members of the Committee, and any officer or employee of the Company acting at the direction, or on behalf, of the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action or determination.
10.04		The Administrator will act as administratordelivered under the Plan, the maximum number of Shares that may be issued pursuant to Incentive Stock Options and, will perform such duties as are set forth in the Plan and inaggregate or to any agreement between the Company and the Administrator. The Administrator will establish and maintain, as agent for each Participant, an Account and any subaccounts as may be necessary or desirable for the administration of the Plan.
10.05		The costs and expenses incurred in the administrationnumber, class, kind and option or exercise price of the Plan and maintenance of Accounts will be paid by the Company, including annual fees of the Administrator and any brokerage fees and commissions for the purchase of Company Stock upon reinvestment of dividends and distributions. The foregoing notwithstanding, the Administrator may impose or pass throughsecurities subject to the Participants a reasonable fee for the withdrawal of Company Stock in the form of stock certificates and reasonable fees for other services unrelated to the purchase of Company Stockoutstanding Awards granted under the Plan (including, if the Committee deems appropriate, the substitution of similar options to purchase the extent approvedshares of, or other awards denominated in writing by the Company and communicatedshares of, another company); provided, however, that the number of Shares subject to Participants. Under no circumstanceany Award shall the Company pay any brokerage fees and commissions for the sale of Company Stock acquired under the Plan byalways be a Participant.

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		whole number.
ARTICLE XI
MISCELLANEOUS
11.01 11.3.		SubjectTransferability of Awards. Except as provided below, no Award and no Shares that have not been issued or as to which any applicable law, a Participant may file a written designation of a beneficiary who is to receive any shares and cash from the Participant’s Account under the Plan in the event of (a) such Participant’s death subsequent to an Exercise Date on which the option is exercised but prior to a distribution to such Participant of sharesrestriction, performance or cash then held in the Participant’s Account or (b) such Participant’s death prior to exercise of the option. The Participant may change such designation of beneficiary at any time by written notice. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death, any shares or cash to be distributed on the Participant’s death shall be delivered to the Participant’s estate.
11.02		Neither payroll deductions credited to a Participant’s Account nor any rights with regard to the exercise of an option or to receive Company Stock under the Plandeferral period has not lapsed, may be sold, assigned, transferred, pledged or otherwise disposed of in any way by the Participantencumbered, other than by will or the laws of descent and distribution, and such Award may be exercised during the life of the Participant only by the Participant or the Participant’s guardian or legal representative. To the extent and under such terms and conditions as determined by the Committee, a Participant may assign or transfer an Award without consideration (each transferee thereof, a “Permitted Assignee”) (i) to the Participant’s spouse, children or grandchildren (including any adopted and step children or grandchildren), parents, grandparents or siblings, (ii) to a trust for the benefit of one or more of the Participant or the persons referred to in clause (i), (iii) to a partnership, limited liability company or corporation in which the Participant or the persons referred to in clause (i) are the only partners, members or shareholders or (iv) for charitable donations; provided in Section 11.01. Anythat such attempted assignment, transfer, pledge or other dispositionPermitted Assignee shall be without effect, except thatbound by and subject to all of the terms and conditions of the Plan and the Award Agreement relating to the transferred Award and shall execute an agreement satisfactory to the Company may,evidencing such obligations; and

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	provided further that such Participant shall remain bound by the terms and conditions of the Plan. The Company shall cooperate with any Permitted Assignee and the Company’s transfer agent in its sole discretion, treat such action as an election to withdraw funds. effectuating any transfer permitted under this Section.
11.03 11.4.	Termination of Employment or Services. The Committee shall determine and set forth in each Award Agreement whether any Awards granted in such Award Agreement will continue to be exercisable, continue to vest or be earned and the terms of such exercise, vesting or earning, on and after the date that a Participant ceases to be employed by or to provide services to the Company or any Subsidiary (including as a Director), whether by reason of death, disability, voluntary or involuntary termination of employment or services, or otherwise. The date of termination of a Participant’s employment or services will be determined by the Committee, which determination will be final.
11.5.	Deferral. The Committee shall be authorized to establish procedures pursuant to which the payment of any Award may be deferred.
11.6.	Treatment of Dividends and Dividend Equivalents on Unvested Awards. In no event shall dividends or Dividend Equivalents be paid with respect to Options or Stock Appreciation Rights. Notwithstanding any other provision of the Plan to the contrary, with respect to any Award that provides for or includes a right to dividends or Dividend Equivalents, if dividends are declared during the period that an equity Award is outstanding, such dividends (or Dividend Equivalents) shall either (i) not be paid or credited with respect to such Award or (ii) be accumulated but remain subject to vesting requirement(s) to the same extent as the applicable Award and shall only be paid at the time or times such vesting requirement(s) are satisfied.
11.7	No Pledging or Hedging. All Shares from Awards are subject to the prohibitions in the Company’s policies on hedging of Shares (including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds) and pledging of Shares (including holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan).

12. Miscellaneous

12.1.

Award Agreements. Each Award Agreement shall either be (a) in writing in a form approved by the Committee and executed by the Company by an officer duly authorized to act on its behalf, or (b) an electronic notice in a form approved by the Committee and recorded by the Company (or its designee) in an electronic recordkeeping system used for the purpose of tracking one or more types of Awards as the Committee may provide; in each case and if required by the Committee, the Award Agreement shall be executed or otherwise electronically accepted by the recipient of the Award in such form and manner as the Committee may require. The Committee may authorize any officer of the Company to execute any or all Award Agreements on behalf of the Company. The Award Agreement shall set forth the material terms and conditions of the Award as established by the Committee consistent with the provisions of the Plan.

12.2.

Tax Withholding. The Company shall have the right to make all payments or distributions pursuant to the Plan to a Participant (or a Permitted Assignee thereof) net of any applicable federal, state and local taxes required to be paid or withheld as a result of (a) the grant of any Award, (b) the exercise of an Option or Stock Appreciation Right, (c) the delivery of Shares or cash, (d) the lapse of any restrictions in connection with any Award or (e) any other event occurring pursuant to the Plan. The Company or any designated Subsidiary is authorizedshall have the right to withhold from any payment to be madewages or other amounts otherwise payable to a Participant including any payroll and other(or Permitted Assignee) such withholding taxes as may be required by law, or to otherwise require the Participant (or Permitted Assignee) to pay such withholding taxes. If the Participant (or Permitted Assignee) shall fail to make such tax payments not relatedas are required, the Company or its Subsidiaries shall, to the Plan, amountsextent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to such Participant (or Permitted Assignee) or to take

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	such other action as may be necessary to satisfy such withholding andobligations. The Committee shall be authorized to establish procedures for election by Participants (or Permitted Assignee) to satisfy such obligation for the payment of such taxes by tendering previously acquired Shares (either actually or by attestation, valued at their then Fair Market Value), or by directing the Company to retain Shares (up to the minimum required tax withholding rate for the Participant (or Permitted Assignee) or such other taxes duerate that will not cause an adverse accounting consequence or cost) otherwise deliverable in connection with the Award.
12.3.	Right of Discharge Reserved; Claims to Awards. Nothing in the Plan nor the grant of an Award hereunder shall confer upon any transactionEmployee, Director or Consultant the right to continue in the employment or service of the Company or any Subsidiary or affect any right that the Company or any Subsidiary may have to terminate the employment or service of (or to demote or to exclude from future Awards under the Plan, includingPlan) any dispositionsuch Employee, Director or Consultant at any time for any reason. The Company shall not be liable for the loss of shares acquiredexisting or potential profit from an Award granted in the event of termination of an employment or other relationship. No Employee, Director or Consultant shall have any claim to be granted any Award under the Plan, and a Participant’s enrollmentthere is no obligation for uniformity of treatment of Employees, Directors or Consultants under the Plan.
12.4.	Substitute Awards. Notwithstanding any other provision of the Plan, the terms of Substitute Awards may vary from the terms set forth in the Plan will be deemed to constitute his or her consent to such withholding. At the time of a Participant’s exercise of an option or disposition of shares acquired under the Plan, the Company may require the Participant to make other arrangements to meet tax withholding obligations as a condition to exercise of rights or distribution of shares or cash from the Participant’s Account. In addition, a Participant may be required to advise the Company of sales and other dispositions of Company Stock acquired under the Plan in order to permit the Company to comply with tax laws and to claim any tax deductions to which the Company may be entitled with respect to the Plan. extent the Committee deems appropriate to conform, in whole or in part, to the provisions of the awards in substitution for which they are granted.
11.04 12.5.	Cancellation of Award; Forfeiture of Gain. Notwithstanding anything to the contrary contained herein, an Award Agreement may provide that:

	All payroll deductions received or held by the Company under this Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions.
11.05 (a)		Changes in Capitalization. In the event of a restatement of the Company’s financial statements, the Committee shall have the right to review any merger, reorganization, consolidation, recapitalization, stock dividend, extraordinary cash dividend,Award, the amount, payment or vesting of which was based on an entry in the financial statements that are the subject of the restatement. If the Committee determines that based on the results of the restatement, a lesser amount or portion of an Award should have been paid or vested, it may (i) cancel all or any portion of any outstanding Awards and (ii) require the Participant or other changesperson to whom any payment has been made or shares or other property have been transferred in corporate structure affectingconnection with the Award to forfeit and pay over to the Company, on demand, all or any portion of the gain (whether or not taxable) realized upon the exercise of any Option or Stock Appreciation Right and the value realized (whether or not taxable) on the vesting or payment of any other Award during the period beginning twelve months preceding the date of the restatement and ending with the date of cancellation of any outstanding Awards.
	(b)	If the Participant, without the consent of the Company, while employed by or providing services to the Company or any Subsidiary or after termination of such adjustment shall be madeemployment or service, violates a non-competition, non-solicitation or non-disclosure covenant or agreement or otherwise engages in activity that is in conflict with or adverse to the aggregate numberinterest of shares ofthe Company Stock which may be delivered under the Plan, and in the number of shares of Company Stock subject to outstanding options granted under the Planor any Subsidiary, as may be determined to be appropriate by the Committee in its sole discretion. Notwithstandingdiscretion, then (i) any outstanding, vested or unvested, earned or unearned portion of the foregoing,Award may, at the BoardCommittee’s discretion, be canceled and (ii) the Committee, in its discretion, may also authorize an increaserequire the Participant or other person to whom any payment has been made or Shares or other property have been transferred in connection with the Award to forfeit and pay over to the Company, on demand, all or any portion of the gain (whether or not taxable) realized upon the exercise of any Option or Stock Appreciation Right and the value realized (whether or not taxable) on the vesting or payment of any other Award during the time period specified in the maximum number of shares of Company Stock reservedAward Agreement.

12.6.

Stop Transfer Orders. All certificates for saleShares delivered under the Plan pursuant to any Award shall be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which the Shares are then listed, and any applicable federal or state

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	securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
12.7.	Nature of Payments. All Awards made pursuant to the Plan are in consideration of services performed or to be performed for the Company or any reasonSubsidiary, division or business unit of the Company or a Subsidiary. Any income or gain realized pursuant to Awards under the Plan constitutes a special incentive payment to the Participant and shall not specifiedbe taken into account, to the extent permissible under applicable law, as compensation for purposes of any of the employee benefit plans of the Company or any Subsidiary except as may be determined by the Committee or by the Board or board of directors of the applicable Subsidiary (or as may be required by the terms of such plan).
12.8.	Other Plans. Nothing contained in the preceding sentence that it determinesPlan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be appropriate.

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		either generally applicable or applicable only in specific cases.
11.06 12.9.		Severability.The Committee shall have the complete power and authority to amendprovisions of the Plan from time to timeshall be deemed severable. If any provision of the Plan shall be held unlawful or otherwise invalid or unenforceable in whole or in part by a court of competent jurisdiction or by reason of change in a law or regulation, such provision shall (a) be deemed limited to the extent that such amendments are necessarycourt of competent jurisdiction deems it lawful, valid and/or enforceable and appropriate for the efficient administration of the Plan; however,as so limited shall remain in no event shall such authority extend tofull force and effect, and (b) not affect any amendment that would increase the costother provision of the Plan foror part thereof, each of which shall remain in full force and effect. If the Company. The Boardmaking of any payment or the provision of any other benefit required under the Plan shall havebe held unlawful or otherwise invalid or unenforceable by a court of competent jurisdiction or any governmental regulatory agency, or impermissible under the complete powerrules of any securities exchange on which the Shares are listed, such unlawfulness, invalidity, unenforceability or impermissibility shall not prevent any other payment or benefit from being made or provided under the Plan, and authority to terminateif the plan. Further,making of any payment in full or the provision of any other benefit required under the Plan in full would be unlawful or otherwise invalid or impermissible, then such unlawfulness, invalidity or impermissibility shall not prevent such payment or benefit from being made or provided in part, to the extent necessary to comply with Section 423 ofthat it would not be unlawful, invalid or impermissible and the Code (or any other successor rulemaximum payment or provision),benefit that would not be unlawful, invalid or impermissible shall be made or provided under the Company shall obtain stockholder approvalPlan.
12.10.	Construction. As used in such a manner and to such a degree as so required. No termination, modification, or amendment of the Plan, may, without the consent of an employee then having an option under the Plan to purchase stock, adversely affect the rights of such employee under such option.
11.07		The Plan does not, directly or indirectly, create in any employee or class of employees any right with respect to continuation of employment by the Company,words “include” and it“including,” and variations thereof, shall not be deemed to interfere in any way withbe terms of limitation, but rather shall be deemed to be followed by the Company’s right to terminate, or otherwise modify, an employee’s employment at any time. Any benefits granted hereunder are not partwords “without limitation.”
12.11.	Unfunded Status of the Participant’s base salary, and shallPlan. The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not be considered as part of such salary for purposes of any other employee plan, program, policy or arrangement maintainedyet made to a Participant by the Company, or innothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the eventCompany. In its sole discretion, the Committee may authorize the creation of severance, redundancy or resignation. If the Participant’s employment is terminated for whatever reason, whether lawfully or unlawfully, the Participant shall not be entitled by way of damages for breach of contract, dismissal or compensation for loss of office or otherwise to any sum, sharestrusts or other benefitsarrangements to compensate himmeet the obligations created under the Plan to deliver the Shares or her forpayments in lieu of or with respect to Awards hereunder; provided, however, that the lossexistence of such trusts or diminution in valueother arrangements is consistent with the unfunded status of any actual or prospective right, benefits or expectation under or in relationthe Plan.
12.12.	Governing Law. The Plan and all determinations made and actions taken thereunder, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws, and construed accordingly.
12.13.	Effective Date of Plan; Termination of Plan. Benefits The Plan shall be effective on the date of the approval of the Plan by the holders of the shares entitled to vote at a duly constituted meeting of the stockholders of the Company. The Plan shall be null and void and of no effect if the foregoing condition is not fulfilled and in such event each Award shall, notwithstanding any of the preceding provisions of the Plan, be null and void and of no effect. Awards may be granted under the Plan are entirely at any time and from time to time on or prior to the grace and discretiontenth anniversary of the Company. effective date of the Plan, on which date the Plan will expire except as to Awards then

11.08 A-16

	All notices or other communications by a Participant tooutstanding under the Company shallPlan; provided, however, in no event may an Incentive Stock Option be deemed to have been duly given when received ingranted more than ten (10) years after the form specified byearlier of (i) the Company atdate of the location, or byadoption of the person, designated by the Company for the receipt thereof.
11.09		The Company shall not be obligated to issue shares of Company Stock with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange or automated quotation system upon which the shares may then be listed or quoted.
11.10		The Plan shall continue in effect through, and including December 31, 2023, unless terminated prior thereto pursuant to Section 11.06 hereof, or by the Board or (ii) the Committee, each of which shall have the right to extend the term of the Plan. Upon any discontinuanceeffective date of the Plan unless the Committee shall determine otherwise, any assets remainingas provided in the Participant’s Accountsfirst sentence of this Section. Such outstanding Awards shall be delivered to the respective Participant (or the Participant’s legal representative) as soon as administratively practicable. remain in effect until they have been exercised or terminated, or have expired.
11.11 12.14.		To the extent permitted under Section 423 of the Code, the CommitteeForeign Employees and Consultants. Awards may provide for such special terms forbe granted to Participants who are foreign nationals or who are employed by the Company or Subsidiary Corporationproviding services outside of the United States, or both, on such terms and conditions different from those applicable to Awards to Employees or Consultants providing services in the United States as may, in the judgment of America, as the Committee, may considerbe necessary or appropriatedesirable in order to accommodaterecognize differences in local law or tax policypolicy. The Committee also may impose conditions on the exercise or custom. Moreover,vesting of Awards in order to minimize the Committee may approveCompany’s obligation with respect to tax equalization for Employees or Consultants on assignments outside their home country.
12.15.	Compliance with Section 409A of the Code. This Plan is intended to comply and shall be administered in a manner that is intended to comply with Section 409A of the Code and shall be construed and interpreted in accordance with such supplementsintent. To the extent that an Award or the payment, settlement or deferral thereof is subject to Section 409A of the Code, the Award shall be granted, paid, settled or amendments, restatements,deferred in a manner that will comply with Section 409A of the Code, including regulations or alternative versionsother guidance issued with respect thereto, except as otherwise determined by the Committee. Any provision of this Plan as itthat would cause the grant of an Award or the payment, settlement or deferral thereof to fail to satisfy Section 409A of the Code shall be amended to comply with Section 409A of the Code on a timely basis, which may consider necessarybe made on a retroactive basis, in accordance with regulations and other guidance issued under Section 409A of the Code.
12.16.	No Registration Rights; No Right to Settle in Cash. The Company has no obligation to register with any governmental body or appropriate for such purposesorganization (including, without thereby affectinglimitation, the termsSEC) any of (a) the offer or issuance of any Award, (b) any Shares issuable upon the exercise of any Award, or (c) the sale of any Shares issued upon exercise of any Award, regardless of whether the Company in fact undertakes to register any of the foregoing. In particular, in the event that any of (x) any offer or issuance of any Award, (y) any Shares issuable upon exercise of any Award, or (z) the sale of any Shares issued upon exercise of any Award are not registered with any governmental body or organization (including, without limitation, the SEC), the Company will not under any circumstance be required to settle its obligations, if any, under this Plan in cash.
12.17.	Data Privacy. As a condition of acceptance of an Award, the Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in effectthis Section by and among, as applicable, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company and its Subsidiaries hold certain personal information about the Participant, including the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any other purpose; provided, however, that no such supplements, amendments, restatementsshares of stock or alternative versions will include any provisions that are inconsistent with the terms of this Plan, as thendirectorships held in effect, unless this Plan could have been amended to eliminate such inconsistency without further approval by the shareholders of the Company or which would causeany Subsidiary, details of all Awards or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, managing and administering the Plan (the “Data”). The Participant further understands that the Company and its Subsidiaries may transfer the Data amongst themselves as necessary for the purpose of implementation, management and administration of the Participant’s participation in the Plan, and that the Company and its Subsidiaries may each further transfer the Data to failany third parties assisting the Company in the implementation, management, and administration of the Plan. The Participant understands that these recipients may be located in the Participant’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human

A-17

	resources representative. The Participant, through participation in the Plan and acceptance of an Award under the Plan, authorizes such recipients to meetreceive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Participant may elect to deposit any Shares. The Participant understands that the Data will be held only as long as is necessary to implement, manage, and administer the Participant’s participation in the Plan. The Participant understands that he or she may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data, or refuse or withdraw the consents herein in writing, in any case without cost, by contacting his or her local human resources representative. The Participant understands that refusal or withdrawal of consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative.
12.18.	Indemnity. To the extent allowable pursuant to applicable law, each member of the Committee or of the Board and any person to whom the Committee has delegated any of its authority under the Plan shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s Certificate of Incorporation or By-laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.
12.19.	Captions. The captions in the Plan are for convenience of reference only, and are not intended to narrow, limit or affect the substance or interpretation of the provisions contained herein.
12.20.	Recoupment/Clawback. All Awards shall be subject to clawback, recovery or recoupment as set forth in any Award Agreement and/or pursuant to any clawback or recoupment policy adopted by the Company, including, but not limited to, any policy adopted in order to conform to the requirements of Section 423954 of the Code. Dodd-Frank Wall Street Reform and Consumer Protection Act and resulting rules issued by the Securities and Exchange Commission or national securities exchanges thereunder.

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11.12		For the reasons described below, the Company and its affiliates may process sensitive personal data about each Participant. Such data may include but is not limited to: (a) personal data (e.g., name, address, telephone number, fax number, email address, family size, marital status, sex, beneficiary information, emergency contacts, age, language skills, and employee number), (b) employment information (e.g., C.V. (or resume), wage history, employment references, job title, employment or severance contract, plan or benefit enrollment forms and elections, and option or benefit statements), and (c) financial information (e.g., wage and benefit information, personal bank account number, tax related information, and tax identification number). The Company may from time to time process and transfer this or other information for internal compensation and benefit planning (specifically, participation in the Plan). The legal persons for whom the Participant’s personal data is intended are the Company, and any outside Plan administrator or Administrator as selected by the Company from time to time, and any other person that the Company may find in its administration of the Plan appropriate. The Company shall ensure that all personal data and/or sensitive data transmitted shall be kept confidential and used only for legitimate Company purposes as described above.
11.13		The Plan, all options granted hereunder, and all actions taken in connection herewith shall be governed by and construed in accordance with the laws of the State of New Jersey without reference to the principles of conflict of laws, except as superseded by applicable federal law.

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CURTISS-WRIGHT CORPORATION

C/O BROADRIDGE

P.O. BOX 1342

BRENTWOOD, NY 11717

 

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CURTISS-WRIGHT CORPORATION

For All

Withhold All

For All Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

The Board of Directors recommends you vote FOR the following:

1.

Election of Directors

o

o

o

Nominees:

01)

David C. Adams

06)

Allen A. Kozinski

02)

Dean M. Flatt

07)

John B. Nathman

03)

S. Marce Fuller

08)

Robert J. Rivet

04)

Rita J. Heise

09)

Albert E. Smith

05)

Bruce D. Hoechner

10)

Peter C. Wallace

The Board of Directors recommends you vote FOR the following proposals:

For

Against

Abstain

2.

To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2018

o

o

o

3.

To approve the amendments to the Curtiss-Wright Corporation Employee Stock Purchase Plan, as amended, including to increase the total number of shares of the Company’s common stock reserved for issuance under the plan by 750,000 shares

o

o

o

4.

An advisory (non-binding) vote to approve the compensation of the Company’s named executive officers

o

o

o

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

For address changes and/or comments, please check this box and write them on the back where indicated.

o

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

CURTISS-WRIGHT CORPORATION

For All

Withhold All

For All Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

The Board of Directors recommends you vote FOR the following:

1.

Election of Directors

☐

☐

☐

Nominees:

01)

Lynn M. Bamford

06)   William F. Moran

02)

Dean M. Flatt

07)   Robert J. Rivet

03)

Bruce D. Hoechner

08)   Peter C. Wallace

04)

Glenda J. Minor

09)   Larry D. Wyche

05)

Anthony J. Moraco

The Board of Directors recommends you vote FOR the following proposals:

For

Against

Abstain

2.

To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024

☐

☐

☐

3.

To approve the Curtiss-Wright Corporation 2024 Omnibus Incentive Plan

☐

☐

☐

4.

An advisory (non-binding) vote to approve the compensation of the Company’s named executive officers

☐

☐

☐

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

 

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on Thursday, May 10, 2018. 2, 2024.
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V31743-P06611

E38572-P01843

 

 

CURTISS-WRIGHT CORPORATION

Annual Meeting of Stockholders

May 10, 2018 10:2, 2024 1:00 AM
PM
This proxy is solicited by the Board of Directors

 

The undersigned hereby constitutes and appoints DAVID C. ADAMS, GLENN E. TYNANLYNN M. BAMFORD, KEVIN M. RAYMENT and HARRY JAKUBOWITZ,K. CHRISTOPHER FARKAS, and each of them, as proxies of the undersigned, with full power to appoint histheir substitute, and authorizes each of them to represent and to vote all shares of common stock, par value $1.00 per share, of Curtiss-Wright Corporation (the “Company”) which the undersigned is entitled to vote at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, May 10, 2018,2, 2024, at the Homewood Suites by Hilton, 125 Harbour Place Drive, Davidson, North Carolina 28036, commencing at 10:1:00 AMPM local time, or any adjournment or postponement thereof, with all the powers the undersigned would have if personally present, respecting the matters described in the accompanying proxy statement and, in their discretion, on other matters which may properly come before the meeting. When properly executed, this proxy will be voted in the manner directed herein by the undersigned stockholder(s).

 

If no direction is given, this proxy will be voted FOR the Director nominees listed in Proposal One and FOR Proposals Two, Three, and Four. In their discretion, the proxies are each authorized to vote upon such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. A stockholder wishing to vote in accordance with the Board of Directors’ recommendations need only sign and date this proxy and return it in the enclosed envelope.

 

The undersigned hereby acknowledge(s) receipt of a copy of the accompanying Notice of Annual Meeting of Stockholders, the proxy statement with respect thereto, the Company’s 20172023 Annual Report on Form 10-K filed with the Securities and Exchange Commission, and Business Review to Stockholders and hereby revoke(s) any proxy or proxies heretofore given. This proxy may be revoked at any time before it is exercised.

 

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