UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant X

Filed by a Party other than the Registrant

Check the appropriate box:



	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
X	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material Pursuant to § 240.14a-12

CIRCOR INTERNATIONAL, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



X	No fee required
	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:



	Fee paid previously with preliminary materials.
	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number of the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

30 Corporate Drive, Suite 200

Burlington, MA 01803

+1 (781) 270-1200

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on ~~Thursday, May 9, 2019~~June 12, 2020

NOTICE IS HEREBY GIVEN that the Annual Meeting (the "Annual Meeting") of Stockholders of CIRCOR International, Inc. (the ~~"Company"~~"Company," "we," "us" or "our") will be held on ~~Thursday, May 9, 2019,~~June 12, 2020, at 12:00 PM local time. The Annual Meeting will be held as a virtual meeting conducted exclusively via live webcast at ~~the Company's headquarters at CIRCOR International, Inc., 30 Corporate Drive, Suite 200, Burlington, MA 01803.~~https://web.lumiagm.com/232370870. The Annual Meeting is being called for the purpose of considering and voting upon the following proposals:


1.	To amend the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to implement a majority voting standard for uncontested director elections to first take effect at the Annual Meeting of Stockholders in 2021;


2.	To amend the Certificate of Incorporation to declassify the Board of Directors of the Company (the "Board");

To elect two Class IIIII directors, John (Andy) O'Donnell and Scott Buckhout, for ~~three-year~~one-year terms, such terms to continue until the Annual Meeting of Stockholders in ~~2022~~2021 and until each such director's successor is duly elected and qualified or until such director's earlier death, resignation or removal or, if Proposal 2 is not approved, for three-year terms, such terms to continue until the Annual Meeting of Stockholders in 2023 and until each such director's successor is duly elected and qualified or until such director's earlier death, resignation or removal;


2.	To ratify the selection by the Audit Committee of the Board of Directors of the Company of PricewaterhouseCoopers LLP as the Company's independent auditors for the fiscal year ending December 31, 2019;


3.4.	To consider an advisory ~~resolution~~vote approving the compensation of the Company's Named Executive Officers;


4.	~~To approve the 2019 Stock Option and Incentive Plan;~~ and


5.	~~Such~~To act on such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

The Board ~~of Directors~~ has fixed the close of business on ~~March 19, 2019~~April 15, 2020 as the record date for determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. Only holders of record of the Company's common stock, par value $0.01 per share, at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

Our Board recommends you vote "FOR" the amendment to the Certificate of Incorporation to implement a majority voting standard for uncontested director elections to first take effect at the Annual Meeting of Stockholders in 2021 (Proposal 1), "FOR" the amendment to the Certificate of Incorporation to declassify the Board (Proposal 2), "FOR" each of the nominees proposed by our Board for Class III director (Proposal 3), and "FOR" the advisory vote approving the compensation of our Named Executive Officers (Proposal 4).

IN LIGHT OF THE PUBLIC HEALTH AND TRAVEL SAFETY CONCERNS RELATED TO THE ONGOING CORONAVIRUS (COVID-19) OUTBREAK AND AFTER CAREFUL CONSIDERATION, THE COMPANY HAS

DETERMINED TO HOLD A VIRTUAL MEETING IN ORDER TO FACILITATE STOCKHOLDER ATTENDANCE AND PARTICIPATION BY ENABLING STOCKHOLDERS TO PARTICIPATE FROM ANY LOCATION AND AT NO COST. YOU WILL BE ABLE TO ATTEND THE MEETING ONLINE, VOTE YOUR SHARES ELECTRONICALLY AND SUBMIT QUESTIONS DURING THE MEETING BY VISITING https://web.lumiagm.com/232370870.

To participate in the virtual meeting, you will need the control number included on your proxy card or voting instruction form. The meeting webcast will begin promptly at 12:00 PM (Eastern Time). We encourage you to access the meeting prior to the start time. Online check-in will begin at 11:30AM (Eastern Time), and you should allow ample time for check-in procedures. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log-in page.

If your shares are held in "street name" through a broker, bank or other nominee, in order to participate in the virtual Annual Meeting you must first obtain a legal proxy from your broker, bank or other nominee reflecting the number of shares of the Company's common stock you held as of the record date, your name and email address. You then must submit a request for registration to American Stock Transfer & Trust Company, LLC: (1) by email to proxy@astfinancial.com; (2) by facsimile to 718-765-8730 or (3) by email to American Stock Transfer & Trust Company, LLC, Attn: Proxy Tabulation Department, 6201 15^th Avenue, Brooklyn, NY 11219. Requests for registration must be labeled as "Legal Proxy" and be received by American Stock Transfer & Trust Company, LLC no later than 5:00 PM (Eastern Time) on May 29, 2020. A list of our registered holders will be available to stockholders of record electronically during the Annual Meeting. If you would like to review the list, please email officeofthegeneralcounsel@CIRCOR.com.

Having your shares represented and voted at the Annual Meeting is extremely important. All stockholders are cordially invited to attend the Annual Meeting in person. To assure your representation at the Annual Meeting, we urge you to vote via the Internet or by telephone by following the instructions on the Notice of Internet Availability of Proxy Materials (the "Notice") you received or, if you have requested a proxy card by mail, by signing, voting and returning your proxy card in the enclosed envelope. For specific instructions on how to vote your shares, please review the instructions for each of these voting options that are detailed in your Notice and in the Company's Proxy Statement. If you attend the Annual Meeting, you may vote in person even if you have previously voted via the Internet or by telephone or returned a proxy card.

~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 9, 2019:~~online. Our Proxy Statement, a form of proxy, a letter to stockholders from the Chairman of our Board of Directors, and a letter to stockholders from our President and Chief Executive Officer, together with our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, are available for viewing, printing and downloading at www.proxy.CIRCOR.com.WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING ONLINE, AND TO FACILITATE TIMELY RECEIPT OF YOUR VOTE GIVEN THE POTENTIAL IMPACT OF COVID-19, PLEASE VOTE AS SOON AS POSSIBLE. YOU ARE URGED TO DATE, SIGN AND RETURN YOUR PROXY CARD IN THE ENVELOPE PROVIDED TO YOU, OR TO VOTE BY INTERNET OR BY TELEPHONE AS DESCRIBED IN THIS PROXY STATEMENT, EVEN IF YOU PLAN TO VIRTUALLY ATTEND THE ANNUAL MEETING, SO THAT YOUR SHARES CAN BE VOTED REGARDLESS OF WHETHER YOU ATTEND THE ANNUAL MEETING. VOTING NOW WILL NOT LIMIT YOUR RIGHT TO CHANGE YOUR VOTE OR TO ATTEND THE ANNUAL MEETING ONLINE; IF YOU SHOULD BE PRESENT AT THE ANNUAL MEETING AND DESIRE TO VOTE DURING THE MEETING, YOU MAY WITHDRAW YOUR PROXY AT SUCH TIME. ONLY THE LATEST VALIDLY EXECUTED PROXY THAT YOU TIMELY SUBMIT WILL BE COUNTED. IF YOUR SHARES ARE HELD IN THE NAME OF A BROKER, BANK OR OTHER HOLDER OF RECORD, FOLLOW THE VOTING INSTRUCTIONS YOU RECEIVED FROM THE HOLDER OF RECORD IN ORDER TO VOTE YOUR SHARES.

~~Directions to the Annual Meeting are included on the last page of the Company's Proxy Statement.~~

Scott Buckhout

President & CEO

Burlington, Massachusetts

~~March 29, 2019~~April 21, 2020

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING ~~IN PERSON,~~ONLINE, YOU ARE REQUESTED TO COMPLETE YOUR PROXY CARD AS INDICATED ABOVE. YOUR PROXY CARD IS REVOCABLE UNTIL THE TIME SET FORTH IN THE COMPANY'S PROXY STATEMENT AND, IF YOU ATTEND THE ANNUAL MEETING ONLINE, YOU MAY VOTE ~~IN PERSON~~DURING THE MEETING EVEN IF YOU HAVE PREVIOUSLY COMPLETED YOUR ~~PROXY.~~PROXY CARD.

If you have any questions or need assistance voting your shares, please contact MacKenzie Partners, Inc., the Company's proxy solicitor, at (800) 322-2885 or (212) 929-5500 or at ~~proxy@mackenziepartners.com.~~circor@mackenziepartners.com.

PROXY STATEMENT

TABLE OF CONTENTS



	Page
PROXY STATEMENT	1
CORPORATE GOVERNANCE	45
PROPOSAL 1 - AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO IMPLEMENT A MAJORITY VOTING STANDARD FOR UNCONTESTED DIRECTOR ELECTIONS	19
PROPOSAL 2 - AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS	20
PROPOSAL 13 - ELECTION OF DIRECTORS	1221
MANAGEMENT	1322
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	1525
COMPENSATION DISCUSSION AND ANALYSIS	1626
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION AND OTHER PAYMENTS TO THE NAMED EXECUTIVE OFFICERS	3140
~~2018~~ Summary Compensation Table	3241
~~2018~~2019 All Other Compensation Table	3544
~~2018~~2019 Grants of Plan-Based Awards	3645
Outstanding Equity Awards at ~~2018~~2019 Fiscal Year-End	3847
~~2018~~2019 Option Exercises and Stock Vested	4049
~~2018~~2019 Nonqualified Deferred Compensation	4150
SEVERANCE AND OTHER BENEFITS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL	4352
CEO PAY RATIO	4858
DIRECTOR COMPENSATION	4959
COMMITTEE REPORTS	5261
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	5362
PROPOSAL ~~2 - RATIFICATION OF AUDITORS~~	56
~~PROPOSAL 3~~4 - ADVISORY VOTE ON EXECUTIVE COMPENSATION	5765
~~PROPOSAL 4 - THE 2019 STOCK OPTION~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND ~~INCENTIVE PLAN~~FEES	5866
EXPENSES OF SOLICITATION	6867
SUBMISSION OF STOCKHOLDER PROPOSALS FOR ANNUAL MEETING IN 2020	68
"HOUSEHOLDING" OF ANNUAL MEETING MATERIALS	69
~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~OTHER MATTERS	69
~~OTHER MATTERS~~EXHIBIT A - AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CIRCOR INTERNATIONAL, INC.	70
EXHIBIT AB - RECONCILIATION OF KEY PERFORMANCE MEASURES TO COMMONLY USED GAAP PRINCIPLES	71
~~EXHIBIT B - 2019 STOCK OPTION AND INCENTIVE PLAN~~	7274

Forward-Looking Statements

This Proxy Statement contains certain statements that are "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995 (the "Act"). The words "may," "hope," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," "potential," "continue," and other expressions which are predictions of or indicate future events and trends and which do not relate to historical matters, identify forward-looking statements. We believe that it is important to communicate our future expectations to our stockholders, and we, therefore, make forward-looking statements in reliance upon the safe harbor provisions of the Act. However, there may be events in the future that we are not able to accurately predict or control and our actual results may differ materially from the expectations we describe in our forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties, and other factors, which may cause our actual results, performance, or achievements to differ materially from anticipated future results, performance, or achievements expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, changes in the price of and demand for oil and gas in both domestic and international markets, impacts of the current COVID-19 pandemic, our ability to successfully implement our divestiture, restructuring or simplification strategies, our ability to successfully integrate acquired businesses, as contemplated, the possibility that expected benefits related to our ~~recent~~ acquisition of the fluid handling business of Colfax Corporation ("Fluid Handling") may not materialize as expected, any adverse changes in governmental policies, variability of raw material and component pricing, changes in our suppliers' performance, fluctuations in foreign currency exchange rates, changes in tariffs or other taxes related to doing business internationally, our ability to hire and retain key personnel, our ability to operate our manufacturing facilities at efficient levels, including our ability to prevent cost overruns and reduce costs, our ability to generate increased cash by reducing our working capital, our prevention of the accumulation of excess inventory, ~~our ability to successfully implement our restructuring or simplification strategies,~~ fluctuations in interest rates, our ability to continue to successfully defend product liability actions, any actions by activist stockholders and the costs and disruption of responding to those actions, as well as the uncertainty associated with the current worldwide economic conditions and the continuing impact on economic and financial conditions in the United States and around the world, including as a result of health pandemics, natural disasters, terrorist attacks, current Middle Eastern conflicts and related matters. For a discussion of these risks, uncertainties and other factors, see Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018.~~2019. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

30 Corporate Drive, Suite 200

Burlington, MA 01803

~~PROXY STATEMENT~~

ANNUAL MEETING OF STOCKHOLDERS

To Be Held on ~~Thursday, May 9, 2019~~June 12, 2020

This Proxy Statement (the "Proxy Statement") is furnished in connection with the solicitation of proxies by the Board of Directors (the "Board") of CIRCOR International, Inc. (the ~~"Company"~~"Company," "CIRCOR," "we," "us" or ~~"CIRCOR"~~"our") for use at the Annual Meeting of Stockholders of the Company to be held on ~~Thursday, May 9, 2019,~~June 12, 2020, at 12:00 PM local time, and any adjournments or postponements thereof (the "Annual Meeting"). The Annual Meeting will be held as a virtual meeting conducted exclusively via live webcast at ~~the Company’s headquarters at 30 Corporate Drive, Suite 200, Burlington, Massachusetts 01803.~~https://web.lumiagm.com/232370870. Our annual report to stockholders and our proxy materials (including this proxy statement and a form of proxy) were first sent or given to stockholders on or about April 21, 2020.

At the Annual Meeting, the stockholders of the Company will be asked to consider and vote upon the following matters:


1.	To amend the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to implement a majority voting standard for uncontested director elections to first take effect at the Annual Meeting of Stockholders in 2021;


2.	To amend the Certificate of Incorporation to declassify the Board;

To elect two Class IIIII directors, John (Andy) O'Donnell and Scott Buckhout, for ~~three-year~~one-year terms, such terms to continue until the Annual Meeting of Stockholders in ~~2022~~2021 and until each such director's successor is duly elected and qualified or until such director's earlier death, resignation or removal or if Proposal 2 is not approved, for three-year terms, such terms to continue until the Annual Meeting of Stockholders in 2023 and until each such director’s successor is duly elected and qualified or until such director's earlier death, resignation or removal;


2.	To ratify the selection by the Audit Committee of the Board of Directors of the Company of PricewaterhouseCoopers LLP as the Company's independent auditors for the fiscal year ending December 31, 2019;


3.4.	To consider an advisory ~~resolution~~vote approving the compensation of the Company's Named Executive Officers;


4.	~~To approve the 2019 Stock Option and Incentive Plan;~~ and


5.	~~Such~~To act upon such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

Record Date

This Proxy Statement and the form of proxy were first made available to stockholders on or about ~~March 29, 2019.~~April 21, 2020. The Board has fixed the close of business on ~~March 19, 2019~~April 15, 2020 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting (the "Record Date"). Only holders of record of the Company's common stock, par value $0.01 per share (the "Common Stock"), at the close of business on the Record Date will be entitled to notice of, and to vote at, the Annual ~~Meeting.~~Meeting and any adjournments or postponements thereof. As of the Record Date, there were ~~19,873,316~~19,984,704 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. Each holder of our outstanding Common Stock as of

the close of business on the Record Date will be entitled to one vote for each share held of record with respect to each matter submitted at the Annual Meeting.

Voting Requirements

The presence, in person or by proxy, of holders of at least a majority of the total number of outstanding shares of Common Stock entitled to vote is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Shares present virtually during the Annual Meeting will be considered shares of common stock represented in person at the meeting. Each of Proposal 1, the amendment to the Certificate of Incorporation to implement a majority voting standard for uncontested director elections to first take effect at the Annual Meeting of Stockholders in 2021, and Proposal 2, the amendment to the Certificate of Incorporation to declassify the Board, requires the affirmative vote of not less than two-thirds of the outstanding shares entitled to vote. For Proposal 1,3, the election of two Class IIIII directors, ~~each nominee~~nominees shall be elected as ~~a director~~directors of the Company ~~if such nominee receives the affirmative vote of~~based on a plurality ofvoting standard, meaning the two nominees receiving the most affirmative votes ~~cast.~~shall be elected. The approval of a majority of the votes cast is necessary to approve ~~each of~~ Proposal ~~2, the ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent auditors for the~~

~~fiscal year ending December 31, 2019; Proposal 3,~~4, the consideration of an advisory ~~resolution~~vote approving the compensation of the Company's Named Executive ~~Officers; and Proposal 4, the approval of the 2019 Stock Option and Incentive Plan.~~Officers.

~~Shares that reflect abstentions or "broker~~Abstentions and "Broker Non-Votes"

Abstentions will be counted for purposes of determining whether a quorum is present for the transaction of business at the Annual Meeting. "Broker non-votes" (i.e., shares represented at the meeting held by brokers or nominees as to which instructions have not been received from the beneficial owners or persons entitled to vote such shares and with respect to which the broker or nominee does not have discretionary voting power to vote such shares) will not be counted for purposes of determining whether a quorum is present for the transaction of business at the Annual Meeting. With respect to the election of the directors (Proposal 1)3), votes may be cast "for" or "withheld" from the nominees. Votes cast "for" the nominees will count as "yes" votes; votes that are "withheld" from the nominees will not be voted with respect to the election of the nominees. With respect to Proposals 1, 2 3, and 4, votes may be cast "for," "against" or "abstain." In the case of Proposals 1 and 2, ~~and 3, under our bylaws,~~abstentions will have the same effect as a vote against such matter. In the case of Proposal 4, abstentions are not considered votes cast on such matter and will have the effect of reducing the number of affirmative votes required to achieve a majority for such matters by reducing the total number of shares from which the majority is calculated. However, in the case of Proposal 4, under the rules of the New York Stock Exchange, for purposes of stockholder approval of an equity compensation plan, abstentions are counted as votes cast and will have the same effect as a vote against such matter. Proposals 1, 2, 3 and 4 are each "non-discretionary" items and, therefore, brokers and nominees do not have discretionary voting power with respect to such matters. ~~Broker non-votes will have no effect on Proposal 1, and with respect to Proposals 3 and 4, if~~If you do not instruct your broker how to vote with respect to such matter, your broker may not vote with respect to these ~~items~~items. For Proposals 1 and ~~those~~2, broker non-votes will have the same effect as a vote against such matter. Broker non-votes will have no effect on Proposal 3. With respect to Proposal 4, broker non-votes will have the effect of reducing the number of affirmative votes required to achieve a majority for such matter by reducing the total number of shares from which the majority is calculated.

How to Vote Your Shares

IN LIGHT OF THE PUBLIC HEALTH AND TRAVEL SAFETY CONCERNS RELATED TO ONGOING CORONAVIRUS (COVID-19) OUTBREAK AND AFTER CAREFUL CONSIDERATION, THE COMPANY HAS DETERMINED TO HOLD A VIRTUAL MEETING IN ORDER TO FACILITATE SHAREHOLDER ATTENDANCE AND PARTICIPATION BY ENABLING STOCKHOLDERS TO PARTICIPATE FROM ANY LOCATION AND AT NO COST. YOU WILL BE ABLE TO ATTEND THE MEETING ONLINE, VOTE YOUR SHARES ELECTRONICALLY AND SUBMIT QUESTIONS DURING THE MEETING BY VISITING https://web.lumiagm.com/232370870.

~~This year, pursuant to rules adopted by~~To participate in the ~~Securities and Exchange Commission (the "SEC"), we have again elected to provide access to our~~virtual meeting, you will need the control number included on your proxy materials over the Internet. Accordingly, we have sent a Notice Regarding the Availability of Proxy Materials (the "Notice") to certain of our stockholders (excluding those stockholders who previously have requested that they receive electroniccard or ~~paper copies of our proxy materials)~~voting instruction form. The meeting webcast will begin promptly at 12:00PM (Eastern Time). ~~Stockholders have the ability~~We encourage you to access ~~our proxy materials~~the meeting prior to the start time. Online check- in will begin at 11:30AM (Eastern Time), and you should allow ample time for check-in procedures. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the website referred to in the Notice or request a printed set of our proxy materials. Instructions on how to access our proxy materials over the Internet and request a printed copy of our proxy materials may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We believe this process should expedite your receipt of our proxy materials and reduce the environmental impact of our Annual Meeting.Virtual Shareholder Meeting log-in page.

~~Important Notice Regarding~~We are committed to ensuring that stockholders will be afforded the ~~Availability~~same rights and opportunities to participate in the virtual Annual Meeting as they would at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting by visiting https://web.lumiagm.com/232370870. We will try to answer as many stockholder-submitted questions as time permits that comply with the meeting rules of ~~Proxy Materials for~~conduct. However, we reserve the ~~Stockholder Meeting~~right to ~~be Held on May 9, 2019:~~ ~~This Proxy Statement, a form of proxy, a letter~~edit inappropriate language or to ~~stockholders from the Chairman of our Board of Directors, a letter~~exclude questions that are not pertinent to ~~stockholders from our President and Chief Executive Officer, together with our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 ("Fiscal Year 2018"),~~meeting matters or that are ~~available for viewing, printing and downloading at www.proxy.CIRCOR.com.~~otherwise

~~Your vote~~

inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

Having your shares represented and voted at the Annual Meeting is extremely important. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING ONLINE, AND TO FACILITATE TIMELY RECEIPT OF YOUR VOTE GIVEN THE POTENTIAL IMPACT OF COVID-19, PLEASE VOTE AS SOON AS POSSIBLE. YOU ARE URGED TO DATE, SIGN AND RETURN YOUR PROXY CARD IN THE ENVELOPE PROVIDED TO YOU, OR TO VOTE BY INTERNET OR BY TELEPHONE AS DESCRIBED IN THIS PROXY STATEMENT, EVEN IF YOU PLAN TO VIRTUALLY ATTEND THE ANNUAL MEETING, SO THAT YOUR SHARES CAN BE VOTED REGARDLESS OF WHETHER YOU ATTEND THE ANNUAL MEETING. VOTING NOW WILL NOT LIMIT YOUR RIGHT TO CHANGE YOUR VOTE OR TO ATTEND THE ANNUAL MEETING ONLINE. IF YOU SHOULD BE PRESENT AT THE ANNUAL MEETING AND DESIRE TO VOTE DURING THE MEETING, YOU MAY WITHDRAW YOUR PROXY CARD AT SUCH TIME. ONLY THE LATEST VALIDLY EXECUTED PROXY CARD THAT YOU TIMELY SUBMIT WILL BE COUNTED. IF YOUR SHARES ARE HELD IN THE NAME OF A BROKER, BANK OR OTHER HOLDER OF RECORD, FOLLOW THE VOTING INSTRUCTIONS YOU RECEIVED FROM THE HOLDER OF RECORD IN ORDER TO VOTE YOUR SHARES.

If you are a stockholder whose shares are registered in your name, you may vote your shares ~~in person at the meeting or~~ by one of the following methods:

~~Vote~~By attending the Annual Meeting online. During the Annual Meeting, you may vote online by ~~Internet~~ ~~by going to the web address www.voteproxy.com and~~ following the instructions ~~for Internet~~at https://web.lumiagm.com/232370870. Have your proxy card or voting ~~on such website or on your Notice or proxy card;~~instruction form available when you access the virtual meeting webpage.


2.	Vote by ~~telephone~~Internet by ~~dialing 1-800-PROXIES (776-9437) in~~going to the ~~United States or 1-718-921-8500 from foreign countries~~web address www.VOTEPROXY.com and following the ~~instructions; or~~instructions for Internet voting on your proxy card. You must have the control number that is on your proxy card when voting.


3.	Vote by telephone by dialing 1-800-776-9437 in the United States and 1-718-921-8500 from foreign countries and following the instructions. You must have the control number that is on your proxy card when voting.


4.	Vote by proxy card ~~if you received a paper copy of these materials~~ by completing, signing, dating, and mailing your proxy card in the envelope provided. If you vote by Internet or telephone, please do not mail your proxy card.

~~In order~~Common Stock represented by properly executed proxy cards received by the Company and not revoked will be voted at the Annual Meeting in accordance with the instructions contained therein. If instructions are not given in your proxy card, properly executed proxy cards will be voted "FOR" the amendment to ~~vote via~~ the ~~Internet or by telephone, stockholders whose shares are registered~~Certificate of Incorporation to implement a majority voting standard for uncontested director elections to first take effect at the Annual Meeting of Stockholders in ~~their name must have~~2021, "FOR" the ~~stockholder identification number which is provided in~~amendment to the ~~Notice.~~Certificate of Incorporation to declassify the Board, "FOR" the election of the Board's nominees for director, and "FOR" approval of the resolution regarding compensation of the Company's Named Executive Officers.

If you hold your shares in street name, you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares voted. To vote pursuant to the recommendation of the Board, you must follow the instructions on your voting instruction form.

How to Revoke a Previously Submitted Proxy Card

Any properly completed proxy card given by stockholders whose shares are registered in their name pursuant to this solicitation may be revoked by one of the following methods:


1.	~~Filing with~~You may revoke your proxy and change your vote by attending the ~~Secretary of~~Annual Meeting online and voting electronically during the ~~Company, before the taking of the vote~~meeting. However, your attendance online at the Annual Meeting ~~a written notice of revocation bearing a later date than the proxy;~~will not automatically revoke your proxy

unless you properly vote electronically during the Annual Meeting or specifically request that your prior proxy be revoked by delivering a written notice revocation prior to the Annual Meeting to the Secretary of the Company at 30 Corporate Drive, Suite 200, Burlington, MA 01803;


2.	Properly casting a new vote via the Internet or by telephone at any time before the closure of the Internet or telephone voting facilities; or


3.	Duly completing a later-dated proxy card relating to the same shares and delivering it to the Secretary of the Company before the taking of the vote at the Annual ~~Meeting; or~~Meeting.


4.	~~Attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute a revocation of a proxy).~~

To be effective, any written notice of revocation or subsequent proxy cards must be sent so as to be delivered to the Company's Secretary at the Company's corporate headquarters before the taking of the vote at the Annual Meeting. If you hold your shares ~~are held~~ in "street name," ~~contact your bank, broker or other nominee for~~you must follow the instructions on ~~changing~~ your ~~vote.~~voting instructions form to revoke or amend any prior voting instructions.

~~Common Stock represented by properly executed proxies received by~~Important Notice Regarding the ~~Company and not revoked will~~Availability of Proxy Materials for the Stockholder Meeting to be ~~voted at the Annual Meeting in accordance with the instructions contained therein.~~held on June 12, 2020: ~~If instructions are not given therein, properly executed proxies will be voted "FOR" the election~~This Proxy Statement, a form of the ~~nominees for director listed in this Proxy Statement, "FOR" ratification~~Company's proxy card, a letter to stockholders from the Chairperson of ~~the selection of PricewaterhouseCoopers LLP as the Company's independent auditors~~our Board, a letter to stockholders from our President and Chief Executive Officer, together with our Annual Report on Form 10-K for the fiscal year ~~ending~~ended December 31, 2019 ~~"FOR" approval of the resolution regarding compensation of the Company's Named Executive Officers,~~("Fiscal Year 2019"), are available for viewing, printing and ~~"FOR" approval of the 2019 Stock Option and Incentive Plan.~~ ~~It is not anticipated that any other matters will be presented~~downloading at ~~the Annual Meeting. However, if other matters are duly presented, proxies will be voted in accordance with the discretion of the proxy holders.~~www.proxy.CIRCOR.com.

Except where otherwise incorporated by reference, none of the Annual Report, the letter from the ~~Chairman~~Chairperson of our Board ~~of Directors~~ to our stockholders, or the letter from our President and Chief Executive Officer to our stockholders is a part of the proxy solicitation material.

If you have any questions or need assistance voting your shares, please contact MacKenzie Partners, Inc., ~~our~~the Company's proxy solicitor, at (800) 322-2885 or (212) 929-5500 or at ~~proxy@mackenziepartners.com.~~circor@mackenziepartners.com.

CORPORATE GOVERNANCE

Independence of Directors

The Board, upon consideration of all relevant facts and circumstances and upon recommendation of the Nominating and Corporate Governance Committee, has affirmatively determined that each director, other than our Chief Executive Officer Scott Buckhout, is independent of the Company. ~~The Board made a similar determination with respect to Douglas M. Hayes, who served as a director until his retirement from the Board effective December 31, 2018.~~ In evaluating the independence of each director, the Board applied the standards and guidelines set forth in the applicable ~~SEC~~Securities and Exchange Commission ("SEC") and New York Stock Exchange ("NYSE") regulations in determining that each director has no material relationship with the Company, directly or as a partner, stockholder, or affiliate of an organization that has a relationship with the Company. The bases for the Board's determination include, but are not limited to, the following:

No director other than Mr. Buckhout is an employee of the Company or its subsidiaries or affiliates.

No director has an immediate family member who is an officer of the Company or its subsidiaries or has any other current or past material relationship with the Company.

No director other than Mr. Buckhout receives, or in the past three years, has received, any compensation from the Company other than compensation for services as a director.

No director has a family member who has received any compensation during the past three years from the Company.

No director, during the past three years, has been affiliated with, or had an immediate family member who has been affiliated with, a present or former internal or external auditor of the Company.

No executive officer of the Company serves on the compensation committee or the board of directors of any corporation that employs a director or a member of any director's immediate family.

No director is an officer or employee (or has an immediate family member who is an officer or employee) of an organization that sells products and services to, or receives products and services from, the Company in excess of the greater of $1 million or 2% of such organization's consolidated gross revenues in any fiscal year.

Board Leadership Structure

The Board has established a leadership structure that separates the roles of ~~Chairman~~Chairperson of the Board and Chief Executive Officer. In doing so, the Board considered that separating the roles of ~~Chairman~~Chairperson and Chief Executive Officer would most effectively provide the Company access to the judgments and experience of Mr. David F. Dietz, as ~~Chairman~~Chairperson of the Board, and Mr. Scott Buckhout, as Chief Executive Officer, while providing a mechanism for the Board's independent oversight of management. As ~~Chairman~~Chairperson of the Board, Mr. Dietz presides over the meetings of the Board and the stockholders, utilizing his extensive experience in corporate governance and legal matters and familiarity with the Company, including his service as a member of the Board ~~of Directors~~ since the Company's inception and as the lead independent director from 2004 until he was appointed ~~Chairman~~Chairperson of the Board in December 2012. Among his responsibilities as ~~Chairman,~~Chairperson, in addition to presiding over Board meetings, Mr. Dietz approves Board agendas and schedules, monitors activity of the Board's committees, communicates regularly with the Chief Executive Officer and other management on behalf of the Board, monitors and participates in communication with major stockholders, leads the annual performance evaluations of the Board and the Chief Executive Officer, and leads the Chief Executive Officer succession planning process.

The Board has adopted a policy for the periodic rotation of the Chairperson of the Board and the Chairperson of each Board committee. Consistent with the policy, Mr. Dietz, who has served as Chairperson of the Board since 2012, will rotate out of this role, and the Board has appointed Helmuth Ludwig to assume the role of Chairperson, effective immediately following the 2020 Annual Meeting.

Principles of Corporate Governance

The Nominating and Corporate Governance Committee of the Board has developed, and the full Board has adopted, a set of Principles of Corporate Governance. The Principles of Corporate Governance are available on the Company's website at www.CIRCOR.com under the "Investors" ~~sub link~~sub-link and a hardcopy will be provided by the Company free of charge to any stockholder who requests it by writing to the Company's Secretary at the Company's corporate headquarters. An annual review is conducted by the Nominating and Corporate Governance Committee to assess compliance with the guidelines.

In addition, to align the interests of the directors and executive officers of the Company with the interests of the stockholders, the Principles of Corporate Governance include Stock Ownership Guidelines for directors and executive officers.

Code of Conduct & Business Ethics / Compliance Training / Reporting of Concerns

The Company has implemented and regularly monitors compliance with a comprehensive Code of Conduct & Business Ethics (the "Code of Conduct"), which applies uniformly to all directors, executive officers, and employees. Among other things, the Code of Conduct addresses conflicts of interest, confidentiality, fair dealing, protection and proper use of Company assets, compliance with applicable laws (including insider trading and anti-bribery laws), and reporting of illegal or unethical

behavior. The Code of Conduct is available on the Company's website at www.CIRCOR.com under the "Investors" ~~sub link~~sub-link and a hardcopy will be provided by the Company free of charge to any stockholder who requests it by writing to the Company's Secretary at the Company's corporate headquarters.

The Company has undertaken a number of additional steps to further the tenets of the Code of Conduct. Through a third-party provider, the Company maintains an on-line training program pursuant to which all officers and all employees with company-issued email accounts must take a series of courses designed to demonstrate the ways in which certain activities might run afoul of the Code of Conduct. In addition, although all employees are encouraged to personally report any ethical concerns without fear of retribution, the Company, through a third-party provider, maintains the Company's HelpLine (the "HelpLine"), a toll-free telephone and web-based system through which employees may report concerns confidentially and anonymously. The HelpLine facilitates the communication of ethical concerns and serves as the vehicle through which employees may communicate confidentially and anonymously with (i) the Audit Committee regarding any concerns relating to accounting or auditing issues and (ii) the Nominating and Corporate Governance Committee regarding any other concerns.

Nomination of Directors/Director Attendance at Annual Meetings

General Criteria

The Nominating and Corporate Governance Committee recognizes that the challenges and needs of the Company will vary over time and, accordingly, believes that the selection of director nominees should be based on skill sets most pertinent to the issues facing or likely to face the Company at the time of nomination. Accordingly, the Nominating and Corporate Governance

Committee does not believe it is in the best interests of the Company to establish rigid criteria for the selection of nominees to the Board. When assessing nominees to serve as director, the Nominating and Corporate Governance Committee believes that the Company will benefit from a diversity of background and experience on the Board and, therefore, will consider and seek nominees who, in addition to general management experience and business knowledge, possess, among other attributes, an expertise in one or more of the following areas: finance, manufacturing, technology, international business, investment banking, business law, corporate governance, risk assessment, business strategy, organizational development, and investor relations. The Nominating and Corporate Governance Committee also believes that the Company benefits from gender and ethnic diversity. In addition, there are certain general attributes that the Nominating and Corporate Governance Committee believes all director candidates must possess, which include:

A commitment to ethics and integrity;

A commitment to personal and organizational accountability;

A history of achievement that reflects superior standards for themselves and others; and

A willingness to express alternate points of view while, at the same time, being respectful of the opinions of others and working collaboratively with colleagues.

Our Principles of Corporate Governance require that a majority of directors must be independent. The Nominating and Corporate Governance Committee, however, also believes that, absent special circumstances, all directors other than the Chief Executive Officer, if he or she is serving on the Board, should be independent. The Nominating and Corporate Governance Committee annually assesses the adequacy of the foregoing criteria for Board membership. We believe that, based on the background and experience as described below of each director ~~as described below,~~and Bruce M. Lisman, who will be appointed to the ~~current~~Board following the 2020 Annual Meeting, the Board reflects diversity in business and professional experience and skills.

As a matter of good corporate governance, we limit the number of public company directorships any director of the Company may hold to three, including that of the Company. We believe this policy assists the Board in continuing to focus on and carry out the Board activities of the Company efficiently. Ms. Tina Donikowski has been granted an exception to this policy so that she can serve on an additional public company board.

Director Candidates

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders, provided that such recommendations are submitted to the Company not less than 120 calendar days prior to the first anniversary date on which the Company's proxy statement was released to stockholders in connection with the previous year's annual meeting.

To be considered by the Nominating and Corporate Governance Committee for nomination and inclusion in the Company's proxy statement for its annual meeting to be held in ~~2020,~~2021, stockholder recommendations for directors must be received by the Company's Secretary at the ~~Company’s~~Company's corporate headquarters prior to ~~November 30, 2019.~~February 6, 2021. Any such notice also must include (i) the name and address of record of the stockholder; (ii) a representation that the stockholder is a record holder of Common Stock or, if the stockholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (iii) the name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five full fiscal years of the proposed director candidate; (iv) a description of the qualifications of the proposed director candidate which address the general criteria for directors as expressed in the Company's most recent proxy statement; (v) a description of all arrangements or understandings between the stockholder and the proposed director candidate; and (vi) the consent of the proposed director candidate to be named in the proxy statement and to serve as a director if elected at such meeting. Stockholders must also submit any other information regarding the proposed candidate that is required to be included in a proxy statement filed pursuant to the rules of the SEC. Recommendations of director candidates that meet the criteria described above will be forwarded to the ~~Chairman~~Chairperson of the Nominating and Corporate Governance Committee for further review and consideration by such committee. Stockholders also have the right to directly nominate director candidates, without any action or recommendation on the part of the Nominating and Corporate Governance Committee or the Board, by following the procedures set forth in the ~~Company's bylaws~~Amended and Restated By-Laws of the Company (the "By-Laws") and described in "Submission of Stockholder Proposals for Annual Meeting in ~~2020"~~2021" below in this Proxy Statement.

Identification and Evaluation of Candidates

In evaluating candidates for director, the Nominating and Corporate Governance Committee applies the skills, experience, qualifications and demeanor of the individual against the general criteria set forth above, including the particular needs of and issues facing, or likely to face, the Company at the time of consideration of the individual. In addition, with regard to current directors, the Nominating and Corporate Governance Committee takes into consideration such individuals' performance as directors. The Nominating and Corporate Governance Committee intends to evaluate any ~~stockholder~~director candidates recommended by stockholders in the same manner as candidates from any other sources.

On February 6, 2020, in accordance with the process set forth in our By-Laws, GAMCO Asset Management Inc. (together with its affiliates, "GAMCO") submitted a nomination notice in which it nominated two individuals for election to the Board at the 2020 Annual Meeting. The Board engaged in discussions and negotiations with GAMCO about the nominations. As discussed further below in "Our Board and Committee Structure—Appointment of Bruce M. Lisman to the Board", after an evaluation by the Nominating and Corporate Governance Committee, the Board agreed to appoint to the Board, following the 2020 Annual Meeting, one individual proposed by GAMCO.

Jill D. Smith, who joined the Board in January 2020, was recommended by a third-party search firm retained by the Nominating and Corporate Governance Committee ("Nominating Committee") at the expense of the Company. The third-party search firm was provided guidance as to the particular skills, experience and other characteristics the Nominating Committee was seeking in potential candidates and was specifically requested to include diverse candidates in the search. The firm identified a number of potential candidates, including Ms. Smith, and prepared background materials on the candidates which were provided to the members of the Nominating Committee for review. The firm interviewed those candidates and the Nominating Committee determined several merited further consideration. The firm assisted in arranging interviews of selected candidates with all members of the Board of Directors. The third-party search firm also completed background checks on the candidates.

Board Self-Evaluations

On a periodic basis, the Board solicits and reviews feedback of self-evaluations submitted by the directors, addressing matters such as the composition of the Board, the relationship between the Board and management of the Company, conduct of meetings of the Board, and strategic priorities for the Board. Each of the committees of the Board undertakes a similar self-evaluation process.

Director Attendance at Annual Meetings

To date, our Board has not adopted a formal policy regarding director attendance at annual meetings of our stockholders. However, the Board typically schedules a meeting of the Board either on or the day before the date of the annual meeting of stockholders, and our directors, therefore, are encouraged to (and typically do) attend the annual meeting. At our last annual meeting of stockholders, which was held on May ~~10, 2018,~~9, 2019, all of our then-serving directors were in attendance.

Our Board and Committee Structure

The Board

Our Board currently consists of ~~seven~~eight members who are divided into three classes, with three directors in Class I, ~~two~~three directors in Class II, and two directors in Class III. ~~Directors serve for staggered three-year terms, with one class~~At the Annual Meeting we are recommending to our stockholders the elimination of ~~directors being elected by~~ the Company's ~~stockholders~~classified board structure and transition to the annual election of directors. If approved, at the Annual Meeting, each of the Class III directors will be elected to a one-year term as a Class I director; at the 2021 Annual Meeting of Stockholders, each of the Class I directors will be elected to a one-year term; and at the 2022 Annual Meeting of Stockholders (and at each annual ~~meeting.~~ meeting thereafter) all directors will be elected to one-year terms. If the declassification proposal is not approved by our stockholders, at the Annual Meeting each Class III director will be elected to a three-year term.

Appointment of Bruce M. Lisman to the Board

Following discussions with GAMCO, the Company will expand the size of the Board from eight to nine directors and will appoint Bruce M. Lisman to the Board as a Class I director following the 2020 Annual Meeting. Mr. Lisman will serve as a Class I director for a one-year term until the Annual Meeting of Stockholders in 2021 and until his successor is duly elected and qualified or until his death, resignation or removal. If Proposal 2 is approved, then if Mr. Lisman is re-elected at the Annual Meeting of Stockholders in 2021, he will serve for an additional one-year term until the 2022 Annual Meeting of the

Stockholders and until his successor is duly elected and qualified or until his earlier death, resignation or removal. If Proposal 2 is not approved, and if Mr. Lisman is re-elected at the Annual Meeting of Stockholders in 2021, he will serve for an additional three-year term until the 2024 Annual Meeting of Stockholders and until his successor is duly elected and qualified or until his death, resignation or removal. Following his appointment, we believe that Mr. Lisman will qualify as an independent director of the Company. Mr. Lisman will receive the same compensation as the other directors of the Company as described in "Director Compensation" below. Mr. Lisman does not currently own beneficially or of record any shares of the Company's Common Stock.

In addition, GAMCO has withdrawn its director nominations for the 2020 Annual Meeting. Mr. Lisman had been one of GAMCO's nominees.

Mr. Lisman, age 73, is a private investor. He serves as a director of two public companies: Myers Industries, Inc. (NYSE: MYE), a material handling and distribution company, and Associated Capital Group, Inc. (NYSE: AC), a financial services company that was spun-off from GAMCO Investors, Inc. He also serves on two private company boards—National Life Group, a mutual life insurance company, and PC Construction, a designer and builder of water treatment plants and commercial buildings. Prior board service includes The Pep Boys-Manny, Moe & Jack (2015-2016), an automotive aftermarket retail chain, Merchants Bancshares (2006-2015), a regional banking company, and Central Vermont Public Service (2004-2009), an electric utility. On those boards he has served in leadership positions that include Chairman of the Board, Compensation and Governance Committees. Before his retirement he was Chairman of JP Morgan's Global Equity Division (2008-2009) and Co-Head of the Global Equity Division at Bear Stearns Companies (1987-2008). He is past Chairman and a current board member of American Forests, America's oldest conservation group. Mr. Lisman's qualifications to sit on the Board include his financial, global business and leadership expertise.

Board Committees

Our Board maintains three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.

The table below sets forth the name, age, class, and committee membership for each of our directors as of March ~~29, 2019:~~31, 2020:



Director	Age	Director Class	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee	Independent
David F. Dietz ⁽¹⁾	6970	I				X
Samuel R. Chapin	6162	I			M	X
Tina M. Donikowski	5960	I	M	M		X
Helmuth Ludwig	5657	II	M		C	X
Jill D. Smith	61	II			M	X
Peter M. Wilver	5960	II	C	M		X
John (Andy) O’Donnell	7071	III		C	M	X
Scott Buckhout	5253	III



	C	~~Chairman~~Chair of Committee	Director Class Term Expires at Annual Meeting:	I = 2021
	M	Committee Member		II = ~~2019~~2022
				III = 2020
(1) ~~Chairman~~Chairperson of the Board of Directors

Director Qualifications

~~Director Qualifications~~

Following his appointment, we believe Mr. Lisman will add to the extensive experience and qualifications already present on our Board, specifically in light of his financial, global business and leadership expertise.

The biographies of each of the nominees and continuing directors below contain, among other things, information regarding the person's service as a director, business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that, among other things, led the Nominating and Corporate Governance Committee and the Board to the conclusion that such individual should serve as a director for the Company.

Scott Buckhout. Mr. Buckhout joined CIRCOR as President and Chief Executive Officer and was appointed to the Board in April 2013. Prior to joining CIRCOR, Mr. Buckhout had served as President, Fire & Security at United Technologies Corporation (UTC), a diverse, multinational manufacturing company. He previously held a number of senior level positions at UTC, including President, Global Fire Products and President, Systems and Firefighting. Before joining UTC, Mr. Buckhout held a number of senior roles at Honeywell International Corporation in the Consumer Products and Friction Materials divisions. He spent five years in Europe for UTC and Honeywell, including as Vice President and General Manager, Consumer Products Group, Honeywell EMEA and Vice President and General Manager, Honeywell Friction Materials - Europe. He also previously worked in general management and strategy consulting roles at Booz Allen & Hamilton and The Boeing Company. Mr. Buckhout's qualifications to sit on our Board include his extensive experience in leading, improving the operational performance of, and profitably growing large, multinational manufacturing businesses through both organic and acquisition-related growth.

David F. Dietz. Mr. Dietz has served as a member of the Board since its inception in July 1999. Mr. Dietz was a partner of the law firm of Goodwin Procter from 1984 to his retirement from the firm in October 2016. Mr. Dietz is also a director and Chairman of the Independent Directors and Compensation Committee of The Andover Companies, a property and casualty insurance company. Mr. Dietz's qualifications to sit on our Board include his experience in corporate acquisitions, corporate finance, and corporate governance and legal matters.

Samuel R. Chapin. Mr. Chapin ~~joined~~has served as a member of the Board insince January 2019. Mr. Chapin served as Executive Vice Chairman at the Bank of America Merrill Lynch, a multinational investment bank, from 2010 to his retirement in June 2016. Mr. Chapin joined Merrill Lynch in 1984 as a member of the Mergers and Acquisitions group and he was named a Managing Director in Investment Banking in 1993. Mr. Chapin was named Senior Vice President and head of Merrill Lynch's Global Investment Banking Division in 2001 and was named Vice Chairman in 2003. While at Merrill Lynch and Bank of America Merrill Lynch, Mr. Chapin was responsible for managing relationships with a number of the firm's largest corporate clients. He currently serves on the Board of Directors of PerkinElmer, Inc. and the Board of Trustees at Lafayette College. Mr. ~~Chapin was recommended to become a director by an independent third-party retained search firm. Mr.~~ Chapin's qualifications to sit on our Board include his experience and significant knowledge of the industrials market with a mastery of strategic M&A accrued over more than 35 years in investment banking.

Tina M. Donikowski. Ms. Donikowski has served as a member of the Board since March 2017. Ms. Donikowski retired from General Electric Company, a diversified industrial company, in October 2015 after 38 years with the company. She served in a number of senior positions during her career at General Electric Company, including most recently as Vice President, Global Locomotive Business, GE Transportation, from January 2013 until her retirement. She currently also serves on the Board of Directors of Atlas Copco AB, a world-leading provider of sustainable productivity solutions based in Stockholm, Sweden; TopBuild Corp., a leading installer and distributor of insulation and building material products to the U.S. construction industry based in Daytona Beach, Florida; Advanced Energy Industries, Inc., a designer and manufacturer of ~~highly-engineered~~highly engineered precision power, measurement, and control solutions for mission-critical applications and processes; and Eriez Magnetics, a privately held manufacturer and designer of magnetic, vibratory, and metal detection applications based in Erie, Pennsylvania. She also serves as a member of the Board of Trustees, Gannon University, and the Board of Trustees, Boys & Girls Club of Erie, Pennsylvania. Ms. Donikowski's qualifications to sit on our Board include her extensive experience in leading technology businesses and her strong operations background.

Helmuth Ludwig. Dr. Ludwig has served as a member of the Board since January 2016. ~~Since~~From October 2016 until his retirement in December 2019, he ~~has~~ served as Global ~~Head of Information Technology of~~CIO for Siemens, a ~~global industrial manufacturing~~leading technology company. He previously served ~~in a number~~among other roles as CEO of positions at subsidiaries/affiliates of Siemens AG, including as Executive Vice President, Digital Enterprise Realization, of Siemens PLM Software from October 2014 to October 2016 and Chief Executive Officer,the Siemens Industry Sector in North America ~~of Siemens Industry Inc.~~ from October 2011 to September ~~2014. Dr. Ludwig is a known expert~~2014 and ~~regular speaker at industry conferences on the Internet~~as President of ~~Things and "Industry 4.0". When~~ Siemens ~~acquired~~ PLM Software infrom August 2007 ~~Dr. Ludwig was appointed President of PLM Software and~~to September 2010 where he is credited for having successfully led the integration of the ~~organization’s~~organization's 50 legal entities and multiple facilities across 26 countries. Earlier in his career, Dr. Ludwig held a number of international assignments at Siemens in Europe, Latin America, and Asia. He teaches as ~~adjunct professor~~Clinical Professor for ~~International~~

Strategy and Entrepreneurship at ~~Southern Methodist University's~~SMU's Cox School of Business in Dallas. Dr. ~~Ludwig’s~~Ludwig is a known expert and regular speaker at industry conferences on the Internet of Things and "Industry 4.0." Dr. Ludwig's qualifications to sit on our Board include his proven manufacturing leadership skills, extensive international experience, and his success in leading the integration and simplification of a complex global enterprise.

John (Andy) O'Donnell. Mr. O'Donnell has served as a member of the ~~Company's~~ Board since November 2011. Until his retirement in January 2014, ~~retirement,~~ Mr. O'Donnell had worked at Baker Hughes, an oilfield services company, since 1975. He served as Vice President of Baker Hughes since 1998 and was appointed to Vice President, Office of the Chief Executive Officer in 2012, a role in which he served until his retirement. From 2009 to 2011, Mr. O'Donnell was President, Western Hemisphere Operations of Baker Hughes. He was President of Baker Petrolite Corporation from 2005 to 2009 and President of Baker Hughes Drilling Fluids from 2004 to 2005. He served as Vice President, Business Process Development at Baker Hughes from 1998 to 2002 and as Vice President of Manufacturing at Baker Oil Tools from 1990 to 1998. Mr. ~~O’Donnell~~O'Donnell also serves on the Board of Directors of Cactus, Inc., where he is a member of its Audit, Compensation, and Nominating and Corporate Governance Committees. Mr. O'Donnell's qualifications to sit on ~~the~~our Board include his experience in international energy markets and leading multinational sales, marketing, service and manufacturing operations.

Jill D. Smith. Ms. Smith joined the Board in January 2020. Ms. Smith most recently served as President, Chief Executive Officer and Director of Allied Minds plc, an intellectual property commercialization company focused on technology and life sciences from March 2017 to her recent retirement in June 2019. She previously had served as Chairman, Chief Executive Officer and President of DigitalGlobe, Inc., a global provider of satellite imagery products and services, from 2005 to 2011. Ms. Smith started her career as a consultant at Bain & Company where she rose to Partner. She then joined Sara Lee as Vice President and subsequently went on to serve as President and Chief Executive Officer of eDial, a VoIP collaboration company. She was also President and Chief Executive Officer of SRDS, a business-to-business publishing firm. Furthermore, she served as Chief Operating Officer of Micron Electronics, and co-founded and led Treacy & Company, a consulting and boutique investment firm. Ms. Smith currently serves on the Board of Directors of R1 RCM Inc., where she is a member of the Audit and Human Capital Committee. Ms. Smith’s qualifications to sit on our Board includes her extensive experience as a technology executive, including as a CEO focused on growing innovative companies.

Peter M. Wilver. Mr. Wilver has served as a member of the ~~Company's~~ Board since February 2010. Mr. Wilver was Executive Vice President and Chief Administrative Officer of Thermo Fisher Scientific Inc. ("(“Thermo ~~Fisher"~~Fisher”), a leading provider of laboratory products and services, from August 2015 until his retirement in March 2017. He previously spent 11 years as Chief Financial Officer of Thermo Fisher from October 2004 to July 2015. Before joining Thermo Fisher in 2000, Mr. Wilver worked for General Electric, Grimes Aerospace Company, and Honeywell International (formerly AlliedSignal), where he most recently served as Vice President and Chief Financial Officer of the electronic materials business. He currently also serves on the Board of Directors of Evoqua Water Technologies, where he is Chairman of its Audit Committee and a member of the Compensation Committee, and served on the Board of Directors of Tenet Healthcare, where he was a member of its Audit and Human Resources ~~Committee~~Committee(s) from November 2016 until May 2018. Mr. Wilver is a certified public accountant. Mr. ~~Wilver's~~Wilver’s qualifications to sit on the Board include his experience in strategic planning and business development as well as in leading the financial, accounting and investor relations functions of large, multinational manufacturing companies.

Committees



BOARD COMMITTEE OVERVIEW

Committee	Function	2019 Members	Meetings in 2019
Audit	Oversees integrity of financial statements Responsible for appointment, compensation, retention and oversight of work of the independent auditors Reviews scope and results of annual audit with independent auditors Reviews annual/quarterly operating results with independent auditors Considers the adequacy of internal accounting procedures/controls; considers the effect of these on auditors’ independence Oversees internal audit function	Peter M. Wilver (Chair) ± Tina M. Donikowski Helmuth Ludwig	7
Compensation	Reviews/ determines compensation arrangements for the CEO Reviews recommendations of the CEO regarding/approves compensation arrangements for all other officers and senior level employees Reviews general compensation levels for other employees Determines awards to be granted to eligible persons under the Company's 2019 Stock Option and Incentive Plan	John (Andy) O’Donnell (Chair) Tina M. Donikowski Peter M. Wilver	6
Nominating and Corporate Governance	Establishes criteria for selection of new directors Identifies individuals qualified to become directors Recommends director candidates to the Board for nomination as directors Makes recommendations regarding director compensation	Helmuth Ludwig (Chair) Samuel R. Chapin John (Andy) O’Donnell Jill D. Smith	5
± Determined by our Board to be an audit committee financial expert.

Audit Committee. The Audit Committee, which consists of Mr. Wilver, Ms. Donikowski, and Dr. Ludwig (each of whom has been affirmatively determined by the full Board to be an independent director, as well as meeting the stricter independence standards applicable to audit committee members under NYSE listing standards and the rules of the SEC), oversees the integrity of the ~~Company's~~Company’s financial statements and is directly responsible for the appointment, compensation, retention and oversight of the work of the firm of independent auditors (the ~~"Auditors"~~“Auditors”) that audits the ~~Company's~~Company’s financial statements and performs services related to the audit. Among other responsibilities, the Audit Committee reviews the scope and results of the audit with the Auditors, reviews with management and the Auditors the Company's annual and quarterly operating results, considers the adequacy of the Company's internal accounting procedures and controls, and considers the effect of such procedures on the ~~Auditors'~~Auditors’ independence. The Audit Committee also is responsible for overseeing the ~~Company's~~Company’s internal audit function and the ~~Company's~~Company’s compliance with legal and regulatory requirements. To satisfy these oversight responsibilities, the Audit Committee separately meets regularly with the Company's Chief Financial Officer; Director of Internal Audit; ~~Auditors;~~ and ~~management.~~Auditors. Pursuant to the requirements of the NYSE, the Audit Committee operates in accordance with a charter (the ~~"Audit~~“Audit Committee ~~Charter"~~Charter”), which is available on the ~~Company's~~Company’s website at www.CIRCOR.com under the ~~"Investors" sub link.~~“Investors” sub-link. The Company will provide a hardcopy of the Audit Committee Charter to stockholders free of charge upon written request to the ~~Company's~~Company’s Secretary at the ~~Company's~~Company’s corporate headquarters. Each member of the Audit Committee meets the financial literacy requirements of the NYSE and, in addition, the Board has determined that at least one of the ~~Committee's~~Committee’s members, Mr. Wilver, is an ~~"audit~~“audit committee financial ~~expert"~~expert” under the disclosure standards adopted by the SEC.

Compensation Committee. The Compensation Committee, which consists of Mr. ~~O'Donnell,~~O’Donnell, Ms. Donikowski, and Mr. Wilver (each of whom has been affirmatively determined by the full Board to be an independent director, as well as meeting the stricter independence standards applicable to compensation committee members under NYSE listing standards and the rules of the SEC), reviews and determines the compensation arrangements for the ~~Company's~~Company’s Chief Executive Officer; reviews the recommendations of the Chief Executive Officer and approves the compensation arrangements for all other officers and senior

level employees; reviews general compensation levels for other employees as a group; determines the awards to be granted to eligible persons under the Company's ~~2014~~2019 Stock Option and Incentive Plan (the ~~"Equity~~“Equity Incentive ~~Plan"~~Plan”); and takes such other action as may be required in connection with the Company's compensation and incentive plans, including with respect to compensation and risk-management issues. The Compensation Committee has the sole authority from the Board for the appointment, compensation and oversight of the Company's outside compensation consultant.

Since early 2012, the Compensation Committee has engaged Pearl Meyer & Partners ("(“Pearl ~~Meyer"~~Meyer”) as its compensation consultant. In so doing, the Compensation Committee affirmatively determined that Pearl Meyer is independent and has no conflict of interest as contemplated under rules adopted by the SEC and the NYSE, and has conducted annual reviews to confirm that Pearl Meyer remains free of conflict per these rules. Pearl Meyer reports directly to the Compensation Committee and does not provide any additional services to the Company. The executive compensation services provided by Pearl Meyer include assisting in defining the ~~Company's~~Company’s executive compensation strategy, providing market benchmark information, recommending the composition of the compensation peer group used as a benchmark by the Compensation Committee, advising with respect to the design of both short-term and long-term incentive compensation plans, and summarizing regulatory and governance guidelines. In making its compensation decisions, the Compensation Committee relies significantly on the information provided by Pearl Meyer.

The independent compensation consultant spoke with the chair of the Compensation Committee, as well as with management, in preparing for Committee meetings, regularly attended Committee meetings, and met from time to time in executive session with the Compensation Committee without the presence of management.

The Compensation Committee also receives reports and recommendations from management. Throughout ~~2018,~~2019, Mr. Buckhout provided input regarding the compensation of those executives who reported directly to him. In connection with these recommendations, Mr. Buckhout consulted with the ~~Company’s~~Company's Chief Human Resources Officer and met periodically with the Compensation Committee’s independent compensation consultant to review the market reference data. In addition, Mr. Buckhout provided recommendations to the Compensation Committee related to the performance measures used in the ~~Company’s~~Company's short-term and long-term incentive plans. These recommendations directly aligned with the Company's operating strategy.

Although Mr. Buckhout regularly attended Compensation Committee meetings, any discussions concerning his compensation were held by the Committee in executive sessions without him present. The Compensation Committee also met regularly in executive session without the presence of Mr. Buckhout or any other members of management, to consider, among other things, the compensation recommendations proposed by Mr. Buckhout.

The Compensation Committee operates in accordance with a charter (the ~~"Compensation~~“Compensation Committee ~~Charter"~~Charter”), which is available on the ~~Company's~~Company’s website at www.CIRCOR.com under the ~~"Investors" sub link.~~“Investors” sub-link. The Company also will provide a hardcopy of the Compensation Committee Charter to stockholders free of charge upon written request to the ~~Company's~~Company’s Secretary at the Company's corporate headquarters.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee, which consists of Ms. Smith, Dr. Ludwig, Mr. Chapin, and Mr. O’Donnell (each of whom has been affirmatively determined by the full Board to be an independent director), is responsible for establishing criteria for selection of new directors, identifying individuals qualified to become directors, and recommending candidates to the Board for nomination as directors. In addition, the Nominating and Corporate Governance Committee is responsible for recommending to the Board a set of corporate governance principles applicable to the Company, overseeing the evaluation of the Board and its committees, recommending to the Board appropriate levels of director compensation and, together with the Audit Committee, monitoring compliance with the ~~Company's~~Company’s Code of Conduct. The Nominating and Corporate Governance Committee operates in accordance with a charter (the ~~"Nominating~~“Nominating and Corporate Governance ~~Charter"~~Charter”), which is available on the ~~Company's~~Company’s website at www.CIRCOR.com under the ~~"Investors" sub link.~~“Investors” sub-link. The Company also will provide a hardcopy of the Nominating and Corporate Governance Charter to stockholders free of charge upon written request to the Company's Secretary at the ~~Company's~~Company’s corporate headquarters.

Ad Hoc Committees. From time to time, the Board may establish ad hoc committees and delegate certain of its authority for the purpose of addressing particular matters (including, for example, the approval of financing or credit agreements or other matters that the Board believes would be appropriate for review by an ad hoc committee).

Except for the availability of this Proxy Statement and the ~~Form~~Company's form of ~~Proxy~~proxy card for the Annual Meeting of Stockholders, which are available for viewing, printing and downloading at www.proxy.CIRCOR.com, the information on the Company's website is not part of this Proxy Statement.

Board and Committee Meetings

The following table sets forth the number of meetings held during the year ended December 31, ~~2018~~2019 by the Board and by each committee thereof. Each of the directors attended at least 75% of the total number of meetings of the Board and of the committees of which such director was a member.



	Number of Meetings
Board of Directors	713
Audit Committee	7
Compensation Committee	6
Nominating and Corporate Governance Committee	45

Board Risk Oversight

We believe that our current Board leadership structure fosters appropriate risk oversight for the Company for a number of reasons, the most significant of which are discussed below. The Board is actively involved in oversight of risks that could affect the Company. This administration is coordinated primarily through the committees of the Board, as disclosed in the descriptions of each of the committees above and in the charters of each of the committees (which are available on the Company's website at www.CIRCOR.com under the "Investors" ~~sub link)~~sub-link). The full Board, however, retains responsibility for the general oversight of risk. The Board satisfies this responsibility through full reports from each committee chair regarding the committee's considerations and actions under its purview, as well as through regular reports directly from personnel of the Company responsible for oversight of particular risks within the Company. This process enables the Board and its committees to coordinate and supervise risk oversight, particularly with respect to risks that are overseen by different committees of the Board and different personnel within the Company. Executive sessions of the Board without any management present allow the independent directors to review key decisions and discuss matters in a manner that is independent of the Chief Executive Officer. The ~~Chairman~~Chairperson of the Board leads all such executive sessions. In addition, all committees of the Board are comprised solely of, and chaired by, independent directors.

In addition, the management of the Company engages in an annual enterprise risk assessment with the Board, assessing, among other concerns, risks associated with the Company's products, customers, supply chain, management, staff, efficiency, and cybersecurity. Management of the Company regularly reports to the Board concerning its risk mitigation initiatives.

Communication with Independent Directors

The Board has established a process through which interested parties, including stockholders, may communicate with the independent directors. Specifically, communications may be sent directly to the ~~Chairman~~Chairperson of the Board, who, as discussed above, is an independent director, at the following address: P.O. Box 772, Burlington, Massachusetts 01803.

Corporate Responsibility

Our products deliver safety, productivity, and efficiency

CIRCOR's portfolio of flow and motion control products for the world's most severe-service and mission-critical applications-from valves to instrumentation, actuation to pumps, motors to regulators-make our customers' operations safer, and reduce waste, power consumption, and emissions. Our purpose is to: Keep society safe, productive, and moving. Examples of the positive social and environmental benefits our products provide include:

Safety:

The bottom unheading and center feed devices from our Refinery Valves business have directly contributed to reduced fatalities at coking refineries, by automating processes and removing workers from the danger zones.

Our Aerospace & Defense team in the United Kingdom supplies the Royal Navy and all NATO allies with submarine escape systems, the key piece of which is a specialized calibrated valve. This valve adapts to ambient water pressure to deliver enough pressurized air to a submariner to allow him or her to escape from a submarine that may be grounded on the sea-floor.

Our commercial aerospace teams develop and manufacture backup blowdown systems that ensure landing gear doors will open in the event that the primary hydraulic systems fail.

Health & Safety: Our Zenith-brand metering pump is used to extrude the sophisticated fibers and plastics that are used in Kevlar bulletproof vests, surgical tubing, and surgical thread.

Reduced environmental waste: A line of isolation valves from Refinery Valves provides an improved sealing capability as compared to legacy technologies. This reduces the amount of positive-pressure steam required in the process, which in turn drastically reduces both water usage and wastewater runoff for refiners.

Emissions:

The Industrial Pumps team provides a smart engine cooling system, which senses engine temperatures on commercial ships and throttles back the cooling pumps when they are not needed. This allows shippers to save energy and reduce emissions.

Pumps from the Industrial team in Germany enable a reduction in sulfur dioxide pollutants from marine vessels in support of IMO 2020 pollutant reduction standards.

Productivity: Our engineers work every day to enhance the efficiency of our pumps to allow our customers to reduce their carbon footprint and drive productivity in their facilities.

People are at our core

We focus our energy and resources on training and development, and our talent management practices strive to attract, engage, develop and retain a diverse, inclusive, and engaged employee base.

Employee investments and initiatives include:

Employee health and wellness programs for our employees (e.g., tobacco cessation, personal health assessments, and weight loss programs).

An Employee Assistance Program at no cost to employees and their families which offers confidential counseling 24x7.

Formal and informal mentorship programs across CIRCOR.

Leadership and management development programs at all levels of our management structure.

Pro-active career planning and development of critical employees.

Rigorous talent assessment and succession planning and processes to help us build our bench.

A formalized rotational management training program for recent MBA graduates to bring fresh management talent into the organization.

Educational assistance programs encouraging the continuing training of our U.S. employees by providing financial assistance for educational courses related to their jobs and careers

As a result of these initiatives, we successfully filled 59% of senior level roles in 2019 with internal promotions.

In late 2019, we launched a deliberate initiative to improve gender diversity at CIRCOR. We have started from the top, welcoming our second female board member in early 2020. We will continue to execute on our diversity commitments through:

A transparent process based on clear performance criteria for hiring and promotion decisions.

Training on unconscious bias and harassment prevention.

Measuring our success by tracking key criteria: percentage of workforce that is female; percentage of leadership that is female; and female representation by job level and department.

Commitment to safety and environmental protection in our operations

CIRCOR is committed to protecting the environment, health, and safety of our employees, customers and the global communities where we operate. By incorporating Environmental, Health, and Safety (EH&S) management into our business model, CIRCOR can offer high quality, cost-effective, reliable, safe, and innovative products and services while conserving resources for future generations.

To fulfill this commitment, we endeavor to:

Design, manage and operate our facilities in an environmentally responsible and safety-conscious manner in order to maximize safety, promote energy efficiency, and manage our environmental impact throughout the product life cycle.

Set objectives and targets that result in continuous improvement of our environmental, health and safety performance.

Train and inform employees of their responsibilities to protect the environment and the health and safety of themselves and their fellow employees.

Ensure that leadership takes responsibility for taking immediate action to remove safety hazards when they are identified and reported.

We have made good progress with our safety initiatives, improving total recordable incident rate (TRIR) from 1.1 in 2018 to .56 in 2019.

CIRCOR has an Environmental Stewardship Program aimed at reducing greenhouse gas emissions from the use of energy sources (e.g., electricity, natural gas, propane, and gasoline); reducing water consumption, particularly in geographic areas where water scarcity is a concern; and reducing the amount of waste to landfill by promoting waste reduction opportunities and recycling. With a baseline set in 2018, CIRCOR set a five-year target of 20% reduction of energy, water, and waste, as well as a target of 20% increase in recycling over the same period. As of the end of 2019, we were on track to meeting those goals.

PROPOSAL 1

AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO IMPLEMENT A MAJORITY VOTING STANDARD FOR UNCONTESTED DIRECTOR ELECTIONS

At the Annual Meeting, we are asking stockholders to approve an amendment to the Certificate of Incorporation to implement a majority voting standard for uncontested director elections, which amendment has been approved by the Board. The Board has also approved an amendment to the By-Laws to implement a majority voting standard for the election of directors in uncontested elections, which amendment is conditioned upon the stockholders approving the amendment to the Certificate of Incorporation and the filing of such amendment with the Delaware Secretary of State.

Currently, the Certificate of Incorporation provides for plurality voting in the election of directors, pursuant to which the director nominees who receive the most votes in an election for directors are elected whether or not they receive a majority of the votes cast. By contrast, a majority voting standard requires each nominee standing for election as directors in an uncontested election to receive a majority of the votes cast in favor of such nominee. If approved, this majority voting standard will first take effect at the 2021 Annual Meeting of Stockholders. The amendment is included in Exhibit A to this Proxy Statement.

The Board has determined this majority voting standard is in the best interests of the Company and stockholders and recommends stockholders approve this amendment to the Certificate of Incorporation. Under the amended standard, contested director elections-those in which the number of nominees exceeds the number of open seats-would continue to be decided by plurality voting.

Under Delaware law, a director not receiving a majority of votes in an uncontested election continues to serve as a director as a "holdover director" until the director resigns, is replaced or removed, or dies. In 2016, the Board had adopted a resignation policy requiring each director standing for election to offer to resign in the event that less than a majority of the votes cast were in favor of such director. This proposal is in furtherance of the Board’s goals when it adopted that policy.

The foregoing is a summary of the proposed amendment to the Certificate of Incorporation and is qualified in its entirety by reference to the full text of the amendment to the Certificate of Incorporation included in Exhibit A.

Board Recommendation

THE BOARD RECOMMENDS A VOTE "FOR" THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO IMPLEMENT A MAJORITY VOTING STANDARD FOR UNCONTESTED DIRECTOR ELECTIONS.

Vote Required For Approval; Effect of Abstentions and Broker Non-Votes

A quorum being present, the affirmative vote of two-thirds of the outstanding shares entitled to vote at the Annual Meeting is necessary to approve this proposal. Abstentions and broker non-votes will have the same effect as a vote against this

Proposal 1.

PROPOSAL 2

AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS

The Company has a classified board structure in which directors are divided into three classes, and directors in a class are elected each year to serve three-year terms.

After careful consideration, including input received from stockholders during 2019, the Board has determined that it is advisable and in the best interests of the Company and its stockholders to amend the Certificate of Incorporation to declassify the Board, so that, following a two-year transition period, the Company's stockholders will vote on the election of the entire Board on an annual basis. The Board has approved an amendment to the Certificate of Incorporation to phase-out the Company's classified Board. The amendment is included in Exhibit A to this Proxy Statement.

If approved, the declassification process will take place as follows: at the Annual Meeting, the stockholders will approve an amendment to the Certificate of Incorporation eliminating the classified board structure; subsequently, at the Annual Meeting each of the Class III directors will be elected to a one-year term as a Class I director; at the 2021 Annual Meeting of Stockholders, each of the Class I directors will be elected to a one-year term; and at the 2022 Annual Meeting of Stockholders (and at each annual meeting thereafter), each director will be elected to a one-year term. In the event that the declassification proposal is not approved by our stockholders, at the Annual Meeting, each of the Class III directors will be elected to a three-year term. If approved, this phased approach will assure a smooth transition from a classified to a declassified board structure.

The Board has historically believed that a classified board structure promotes continuity and stability of strategy, ensures that a potential acquirer in a takeover situation negotiates with the Board, and facilitates the ability of the Board to focus on creating long-term stockholder value. The Board is aware that the current trend in corporate governance is leading away from classified boards in favor of electing all directors annually and also recognizes that a classified board structure may reduce directors' accountability to stockholders because such a structure does not enable stockholders to express a view on each director's performance by means of an annual vote. Moreover, many institutional investors believe that the election of directors is the primary means for stockholders to influence corporate governance policies and to increase accountability for implementing those policies.

In determining whether to support the declassification of the Board, the Board carefully considered the advantages and disadvantages of the current classified board structure and has determined that it is advisable and in the best interest of CIRCOR and its stockholders to declassify the Board.

Board Recommendation

THE BOARD RECOMMENDS A VOTE "FOR" THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS.

Vote Required For Approval; Effect of Abstentions and Broker Non-Votes

Proposal 2.

PROPOSAL 3

ELECTION OF DIRECTORS

At the Annual Meeting, two Class IIIII directors will be elected to serve until the ~~annual meeting~~2021 Annual Meeting of Stockholders if the declassification of the Board is approved by the stockholders or until the 2023 Annual Meeting of Stockholders if the declassification of the Board is not approved by the stockholders, and in ~~2022 and~~either case until each such director's successor is duly elected and qualified or until each such director's earlier death, resignation or removal.

The Nominating and Corporate Governance Committee has recommended, and the full Board has nominated, ~~Helmuth Ludwig~~John (Andy) O'Donnell and ~~Peter M. Wilver,~~Scott Buckhout, the current Class IIIII directors, for election as directors at the Annual Meeting. Dr. Ludwig and Mr. Wilver have served as Class II directors since January 2016 and February 2010, respectively; in each of their cases, the appointments resulted from extensive searches conducted by the Board utilizing the assistance of independent third-party retained search firms. Unless otherwise specified in the proxy, it is the intention of the

The persons named ~~in the proxy~~as proxies intend to vote the ~~shares represented by each properly executed proxy for~~proxies FOR the election of ~~Dr. Ludwig and Mr. Wilver. Each~~each of ~~Dr. Ludwig and Mr. Wilver has agreed~~the Board’s nominees unless you indicate on your proxy card a vote to ~~stand for election and~~"WITHHOLD" your vote with respect to ~~serve, if elected, as a director. If, however, either~~any of ~~Dr. Ludwig or Mr. Wilver fails to stand for election or is unable to accept election,~~ the ~~proxies will be voted for the election of such other person as the Board may recommend.~~nominees.

Board Recommendation

THE BOARD RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES OF THE BOARD AS DIRECTORS OF THE COMPANY.

UNLESS OTHERWISE INSTRUCTED, ~~PROXIES~~PROXY CARDS SOLICITED BY THE BOARD WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES OF THE BOARD.

Vote Required For ~~Approval~~Approval; Effect of Abstentions and Broker Non-Votes

A quorum being present, each nominee shall be elected as a director of the Company if such nominee receives ~~the affirmative vote of~~ a plurality of the votes ~~cast.~~cast at the meeting. Abstentions and broker non-votes will have no effect on this Proposal 3.

MANAGEMENT

Executive Officers and Key Employees

Our executive officers and key employees, and their respective ages and positions as of March ~~29, 2019,~~31, 2020, are as follows:



Name	Age	Position
Scott Buckhout	5253	President and Chief Executive Officer, and Director
~~Chadi Chahine~~Abhishek Khandelwal	4643	Senior Vice President and Chief Financial Officer
Sumit Mehrotra	4344	President, Industrial Group
Tony Najjar	5859	President, Aerospace and Defense Group
Lane Walker	4243	President, Energy Group
Andrew Farnsworth	6061	Senior Vice President and Chief Human Resources Officer
Arjun Sharma	4243	Senior Vice President, Business Development
David F. Mullen	5051	Senior Vice President, FP&A, Finance
Gregory C. Bowen	51	Senior Vice President, Corporate Controller
Drew C. Adams	50	Vice President, Tax and ~~Corporate Controller~~Treasury
Tanya Dawkins	5859	Vice President, Corporate Treasurer

Scott Buckhout. Mr. Buckhout joined CIRCOR as President and Chief Executive Officer and was appointed to the Board in April 2013. Prior to joining CIRCOR, Mr. Buckhout served as President, Fire & Security at United Technologies Corporation (UTC), a diverse, multinational manufacturing company. He previously held a number of senior level positions at UTC, including President, Global Fire Products and President, Systems and Firefighting. Before joining UTC, Mr. Buckhout held a number of senior roles at Honeywell International Corporation in the Consumer Products and Friction Materials divisions. He spent five years in Europe for UTC and Honeywell, including as Vice President and General Manager, Consumer Products Group, Honeywell EMEA and Vice President and General Manager, Honeywell Friction Materials - Europe. He also previously worked in general management and strategy consulting roles at Booz Allen & Hamilton and The Boeing Company. Mr. Buckhout earned a Master of Business Administration in Operations & Finance from the J.L. Kellogg Graduate School of Management at Northwestern University, and a Bachelor of Science in Aerospace Engineering from Texas A&M University.

~~Chadi Chahine~~Abhishek Khandelwal. Mr. ~~Chahine~~Khandelwal joined CIRCOR as Senior Vice President and Chief Financial Officer ~~in January 2019.~~on March 31, 2020. Prior to joining CIRCOR, Mr. ~~Chahine~~Khandelwal served as ~~Division CFO - USA of Smith & Nephew,~~Vice President, Corporate Finance and Operations Chief Financial Officer for IDEX Corporation, a ~~global medical~~diversified industrial and technology ~~company (Smith & Nephew),~~leader specializing in highly engineered components from ~~February~~April 2017 until ~~December 2018~~March 2020. He joined IDEX in 2010 and ~~served as Divisional CFO - International Markets~~held a number of ~~Smith~~senior finance roles in the Optics, Industrial, Pumps & ~~Nephew,~~Valves organizations including Vice President/IT, Finance/IT, Pumps, Valves / Seals from October 2016 until April 2017, Vice President/IT, FMT Industrial from May 2015 until October 2016 and Vice President/IT, Optics and Photonics from January ~~2012~~2013 until ~~January 2017. He previously spent 13 years~~May 2015. Prior to IDEX, Mr. Khandelwal held a range of financial leadership positions at ~~Abbott Laboratories in positions of increasing responsibility within finance~~Stanley Black & Decker, Inc. and ~~general management.~~General Electric Company. Mr. ~~Chahine is a Certified Public Accountant and~~Khandelwal received a Bachelor ~~of Science~~ in ~~math~~Finance from Indiana University and ~~economics~~an MBA from the ~~University~~Kellogg School of ~~Montreal and earned a Bachelor of Commerce in accounting from the University of Quebec.~~Management at Northwestern University.

Sumit Mehrotra. Mr. Mehrotra has served as President, Industrial Group since February 2018. Before assuming his current role, he served as President, Advanced Flow Solutions Group from October 2016 to February 2018 and Senior Vice President, Global Supply Chain & Product Management from June 2015 to October 2016. Mr. Mehrotra joined CIRCOR in September 2013 as Vice President, Global Supply Chain, a role in which he was responsible for developing the global supply chain function for CIRCOR, including material planning, strategic sourcing, purchasing, and logistics, and continued in that role until June 2015. He had also assumed additional responsibilities for the Company's engineering and product management functions beginning in June 2015. Mr. Mehrotra joined CIRCOR from Honeywell International, a multinational manufacturing company, where, over 12 years, his career spanned multiple leadership roles in Engineering, Six Sigma, Advanced Manufacturing and Strategic Sourcing. Prior to joining CIRCOR, he served as Director, Strategic Sourcing for Honeywell Aerospace. He holds a Masters of Business Administration from Arizona State University, a Master of Science in Aerospace Engineering from the University of Cincinnati, and a Bachelor of Aeronautical Engineering from Punjab Engineering College, India.

Tony Najjar. Mr. Najjar has served as President, Aerospace and Defense Group since February 2018. Before assuming his current role, he served as Vice President, Aerospace and Defense in the Advance Flow Solutions Group from October 2016 to February 2018 and Vice President, Sales & Marketing, Aerospace and Defense Group, from April 2015 to October 2016. Before joining CIRCOR, Mr. Najjar served as Programs Manager, Business Development and Mergers & Acquisitions at

Rockwell Collins, a multinational manufacturing company, from October 2011 to April 2015. He has spent nearly 30 years in the aerospace and defense industry in engineering, sales, and general management roles, including leadership positions at Rockwell Collins and Kaiser Aerospace. Mr. Najjar holds both a bachelor's degree and a Master of Science degree in Mechanical Engineering from Oklahoma State University and an MBA from Pepperdine University.

Lane Walker. Mr. Walker joined CIRCOR as President, Energy Group in June 2018. Prior to joining CIRCOR, Mr. Walker served as President, Testing Services at Schlumberger, a provider of technology for reservoir characterization, drilling, production, and processing to the oil and gas industry, from October 2017 to May 2018, where he managed Schlumberger's downhole and surface testing business, and from September 2016 to September 2017 he served as Human Resources Director at Schlumberger. He previously served as President, Production Systems at OneSubsea, a Schlumberger Company, a provider of integrated solutions, products, systems and services for the subsea oil and gas market, from October 2014 to August 2016 and as Director, Operations and Projects North and South America at Cameron International, a global provider of flow equipment products, systems and services that was subsequently acquired by Schlumberger, from October 2012 to September 2014. Mr. Walker earned his bachelor's degree in finance from the University of Texas at Austin and an MBA from Harvard Business School.

Andrew Farnsworth. Mr. Farnsworth has served as Senior Vice President and Chief Human Resources Officer since joining CIRCOR in June 2015. Prior to joining CIRCOR, Mr. Farnsworth acted as a human resources consultant from July 2014 until May 2015. From October 2009 through June 2014, he served as the Group Human Resources Director of Unibail-Rodamco, a European commercial property company. He previously served as International Human Resources Director for Brocade Communications, Group Human Resources Director at Temenos, and Emerging Markets Human Resources Director for HP/Compaq covering Eastern Europe, Middle East and Africa. Before that, Mr. Farnsworth held a variety of senior operations and finance positions at Compaq and Digital Equipment Corporation in Europe and the United States. He holds a BA in Psychology and Social Relations from Harvard University and an MBA from the Tuck School of Business at Dartmouth College.

Arjun Sharma. Mr. Sharma has served as Senior Vice President, Business Development ~~of the Company~~ since joining CIRCOR in 2009, overseeing the Company's mergers and acquisitions and strategic planning functions. Prior to joining CIRCOR, Mr. Sharma served as managing director at Global Equity Partners, a venture capital and strategy consulting firm, from January 2009 to September 2009, where he was responsible for executing equity investments and leading client engagements on acquisitions, divestitures, and growth strategy. From 2007 to 2008, he was Director of Mergers and Acquisitions at Textron Inc., a multi-industry company with a global network of aircraft, defense, industrial and finance businesses, where he was responsible for developing the company's M&A strategy and leading acquisition and divestiture transactions. From 2002 to 2007, Mr. Sharma held various positions of increasing responsibility at SPX Corporation, a Fortune 500 multi-industry company, culminating in his appointment as Director of Corporate Development. Mr. Sharma holds a Master of Science degree in Finance from Drexel University and a Bachelor of Commerce degree from Delhi University. Mr. Sharma is a graduate of the PLD program at Harvard Business School.

David F. Mullen. Mr. Mullen ~~was promoted to~~has served as Senior Vice President, FP&A, Finance and Investor Relations since September 2019. He previously served as Senior Vice President, Finance and Corporate Controller infrom July ~~2018. He previously served~~2018 to September 2019, as Vice President, Finance and Corporate Controller from September 2015 to July 2018, and as Vice President for Finance Operations upon joining the Company in April 2015 until September 2015. Prior to joining CIRCOR, Mr. Mullen served as Vice President, Finance, Anatomical Pathology Division of Thermo Fisher Scientific Inc., a leading provider of laboratory products and services, from November 2011 to April 2015. He previously held a number of senior finance positions at Thermo Fisher Scientific Inc. He started his career as an auditor with Deloitte & Touche and is a Certified Public Accountant and a Chartered Global Management Accountant. He continues to oversee the company's Financial Planning & Analysis function and supports Investor Relations and strategy activities. Mr. Mullen brings over 20 years of financial management experience and technical accounting expertise to the role. He holds a Bachelor of Science degree in Accounting from Fairfield University. Mr. Mullen has informed the Company of his intent to resign as Senior Vice President, FP&A, Finance and Investor Relations effective April 24, 2020.

Gregory C. Bowen. Mr. Bowen joined CIRCOR as Senior Vice President, Corporate Controller and Principal Accounting Officer in September 2019. He served as interim principal financial officer of the Company during March 2020. Prior to joining CIRCOR, Mr. Bowen was a consultant with Randstad Professionals from June 2019 until August 2019. Prior to that, Mr. Bowen served as Vice President, Corporate Controller of Dentsply Sirona, Inc., a dental equipment and consumables company, from April 2018 until January 2019, and as Assistant Corporate Controller of TE Connectivity, a global manufacturer and designer of connectivity and sensor products, from August 2012 until March 2018. Mr. Bowen also held finance leadership positions with Apex Tool Group, LLC and Stanley Black and Decker. Mr. Bowen began his career at Ernst & Young LLP. He

holds a Bachelor of Science degree in Accounting from the University of Maryland and earned his Certified Public Accounting certification from the State of Maryland.

Drew Adams. Mr. Adams joined CIRCOR as Vice President, Tax and Treasury in May 2019. He previously served as Vice President, Global Taxes at PerkinElmer, Inc. a provider of products, services and solutions for the diagnostics, life sciences and applied markets, from August 2009 to May 2019. Prior to PerkinElmer, Inc., Mr. Adams held senior finance positions at Medtronic/Covidien and Dell/EMC. Mr. Adams began his career at Coopers & Lybrand LLP. He is a licensed attorney and holds a Bachelor of Science in Finance and Economics from Boston College, a law degree from Suffolk University Law School, a Master in Science degree from Suffolk Sawyer School of Business, and a Master of Laws degree in Taxation from Boston University Law School.

Tanya Dawkins. Ms. ~~Tanya~~ Dawkins was promoted to Vice President, Corporate Treasurer in March 2018. She previously served as Senior Director, Corporate Treasurer from September 2015 to March 2018. From 2001 to September 2015, Ms. Dawkins held a variety of senior finance positions at CIRCOR including Global Treasury Manager, External Reporting Manager, and Corporate Accounting Manager. Prior to joining CIRCOR, Ms. Dawkins served as Director of Finance for GenRad Corporation (now part of Teradyne). Ms. Dawkins previously had spent 10 years at Digital Equipment Corporation in a variety of senior finance positions. She is a Certified Treasury Professional and holds a Bachelor of Business Administration in Finance from the University of Texas at Austin, and an MBA from Simmons Graduate School of Management.

Under the ~~Company's bylaws,~~By-Laws, each of the officers of the Company holds office until the regular annual meeting of the Board of Directors following the next annual meeting of stockholders and until his or her successor is elected and qualified or until his or her earlier death, resignation or removal.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Review and Approval of Related Person Transactions

The Company's Code of Conduct includes our written policy that any proposed transaction, involving the Company or a subsidiary of the Company, in which a director or executive officer has direct economic or beneficial interest shall be analyzed and reviewed first by the Nominating and Corporate Governance Committee of the Board for potential conflicts, and then by all of the members of the Board.

Related Person Transactions

~~During~~Since the beginning of Fiscal Year ~~2018, except as noted below,~~2019, the Company was not a party to any transaction in which the amount involved exceeded $120,000 and in which an executive officer, director, director nominee or 5% stockholder (or their immediate family members) had a material direct or indirect interest, and no such person was indebted to the Company. During 2018, the Company paid Colfax, who was a greater than 5% stockholder of the Company during the first six months of 2018, approximately $2.6 million pursuant to a transition services agreement which facilitated the orderly separation of the Fluid Handling business from Colfax Corporation ("Colfax"). This arrangement was entered into in connection with the Company’s acquisition in December 2017 of the Fluid Handling business from Colfax.

Compensation Committee Interlocks and Insider Participation

None of the Company's executive officers serves as a member of the ~~board of directors~~Board or compensation committee of any entity that has one or more of its executive officers serving as a member of the Company's Compensation Committee. In addition, none of the Company's executive officers serves as a member of the compensation committee of any entity that has one or more of its executive officers serving as a member of the Board.

COMPENSATION DISCUSSION AND ANALYSIS

Overview

In this section, we describe the executive compensation program for our Named Executive Officers (the "NEOs"). Our intent is to help stockholders understand the framework of our overall program, its objectives, and the rationale for the Compensation Committee’s compensation decisions. Our NEOs for Fiscal Year ~~2018~~2019 were as follows:



Named Executive Officer	Title
Scott Buckhout	President and Chief Executive Officer ("CEO")
~~Rajeev Bhalla~~⁽¹⁾ Chadi Chahine	~~Executive~~Senior Vice President, Chief Financial Officer ("CFO")
Sumit Mehrotra	President, Industrial Group
Lane Walker⁽²⁾	President, Energy Group
Arjun Sharma	Senior Vice President, Business Development
~~Erik Wiik~~⁽³⁾	~~Former President, Energy Group~~

(1) On January 2, 2019, the Board announced the appointment of Chadi Chahine as Senior Vice President and Chief Financial Officer. Mr. Chahine succeeds Mr. Bhalla who remained in the role of Chief Financial Officer until December 31, 2018.

~~(2) Mr. Walker joined the Company as President of the Energy Group effective June 4, 2018.~~

~~(3) Mr. Wiik terminated his position as President of the Energy Group effective June 1, 2018.~~

Executive Summary

Our Business: ~~2018~~2019 Performance Overview

CIRCOR ~~designs, manufactures, and markets differentiated~~is a leading provider of severe service flow control solutions and other highly engineered products for the ~~industrial, oil~~Industrial, Aerospace & ~~gas, aerospace & defense,~~Defense and ~~commercial marine~~Energy markets. ~~Our~~We design, manufacture and market differentiated technology products and sub-systems. CIRCOR has a diversified flow and motion control product portfolio ~~consisting of~~with recognized, market-leading brands ~~is targeted toward meeting the most~~that fulfill its customers’ mission critical and demanding application needs of our customers. The Company's strategy is to grow organically and through complementary acquisitions, achieve world class operational excellence, and attract and retain top industry talent.needs. We ~~are~~have a global ~~company with~~presence and operate 20 major manufacturing facilities that are located in North America, Western Europe, Morocco, and India. We sell our products through distributors, representatives, Engineering, Procurement and Construction ("EPC") companies, as well as directly to end-users and original equipment manufacturers ("OEMs").

The Company has the following reportable business segments: Industrial ("Industrial Segment"), Energy ("Energy Segment" or "Energy") and Aerospace and Defense ("Aerospace and Defense Segment"). During 2019, we made the strategic decision to exit the Upstream Oil & Gas valve market served by our Energy Group. In ~~2018,~~addition, we ~~reorganized our business to drive top line growth through better alignment with our key end markets. We operate through three industry segment groups - Industrial,~~sold other non-core Energy and ~~Aerospace & Defense. The~~Industrial businesses. As a result, in 2020 we combined the remaining Energy businesses into the Industrial Group, ~~is headquartered in Radolfzell, Germany, and is comprised of most of~~thus eliminating the ~~businesses added as part of the Fluid Handling acquisition in 2017, along with our legacy Industrial and Power and Process businesses. The~~ Energy Group is headquartered in Houston, TX, and is comprised of our legacy Energy businesses, combined with the Reliability Services business that was acquired with Fluid Handling. The Aerospace & Defense Group is headquartered in Corona, CA, combining the existing CIRCOR Aerospace businesses with the Warren Pump and Portland Valve Defense businesses acquired with Fluid Handling.Group.

~~2018~~

2019 was a ~~very strong~~mixed year for CIRCOR's end markets. ~~Growth in the~~ Industrial markets ~~we serve expanded throughout~~were choppy given international trade tension and overall economic slowdowns during the ~~year, with many of our major industrial OEM customers experiencing solid earnings growth and double-digit orders increases over~~year. In the previous year. The commercial marine markets served by our Industrial business also saw better than forecast performance for the year, as the industry continues to recover from a sharp downturn. The Oil & Gas markets continued to recover, with growth inEnergy Group, the downstream and ~~midstream sectors~~mid-stream markets served by our Refinery Valves and Pipeline Engineering businesses ~~respectively, outpacing growth for~~were strong while we sold, or announced our intention to sell, our upstream ~~businesses.~~businesses where markets were weak. The Aerospace & Defense markets we serve remained ~~strong,~~buoyant, resulting in several large contract wins for both commercial aerospace and ~~naval~~defense programs. ~~The industry realignment of our business enabled CIRCOR to take advantage of this market strength through better customer engagement and focus.~~

~~We also over~~

In 2019 we delivered on our integration and synergy commitments related to the Fluid Handling acquisition, most notably in Selling, General & Administrative synergy and margin expansion in our European Pumps businesses. We simplified CIRCOR with our decision to exit the Upstream Oil & Gas valve market, which included selling our Engineered Valves business ~~by closing loss-making operations~~and announcing the sale of our Distributed Valves business in ~~Mexico for~~our Energy Segment. In addition, we sold our Reliability Services business in January 2019 and ~~divested a loss-making systems integration~~our Instrumentation and Sampling business in ~~the Netherlands. The majority of the businesses from the Fluid Handling acquisition also drove strong growth in orders and sales in 2018 as they~~January 2020. Both divestitures were ~~integrated into CIRCOR.~~

~~In addition, CIRCOR chartered a new initiative around cash flow~~ in the ~~second quarter of 2018,~~Energy group. Finally, in our Industrial Segment, we sold our non-core Spence & Nicholson product lines. The divestitures simplified CIRCOR's portfolio, enabling management to focus on core mission-critical product lines with more growth and we made substantial progress towards implementing a corporate cash management function to drive best practices across all of our businesses. The cash management office succeeded in delivering positive cash flow in the second half of 2018, the majority of which was applied to paying down our long-term debt.

marginal potential.

Overall, ~~2018~~2019 was a transformational year for CIRCOR which we believe leaves us well-positioned to deliver increased shareholder value in the ~~business, during which CIRCOR was able to capitalize on our expanded scope and deliver strong results, while strategically positioning the company for future growth with our key customers.~~years ahead.

~~2018~~2019 Financial Achievements (in thousands, except percentages)

The following table highlights certain metrics that are used as compensation performance metrics.


Business Segment	Net Sales	Free Cash Flow*	Adjusted Operating Margin**	Net Sales	Free Cash Flow*	Adjusted Operating Margin**
CIRCOR (Overall Corporate)	$1,175,825	$30,637	8.2%
CIRCOR (Overall including Corporate)				$964,313	$11,725	11.4%
Energy	$451,232	$56,248	7.4%	$240,982	$(20,038)	1.7%
Aerospace & Defense	$237,017	$47,346	15.2%	$272,625	$50,513	19.2%
Industrial	$487,576	$46,190	11.8%	$450,706	$54,483	11%



What We Do		What We Do Not Do
ü	We place the majority of weight on performance-based, at-risk, long-term compensation.	X	We do not provide any compensation-related tax gross-ups (except in connection with relocation expenses).
ü	We deliver rewards that are based on achieving long-term objectives and the creation of stockholder value.	X	We do not provide significant perquisites.
ü	We target total direct compensation at approximately the market median for our peer ~~group, but only if targeted performance levels are achieved.~~group.	X	We do not allow officers or directors to hedge Company stock.
ü	We maintain stock ownership guidelines for our directors and our executives, including our CEO and other NEOs.	X	We do not allow officers or directors to pledge Company stock.
ü	We have "double-trigger" change of control vesting of cash severance payments and new equity awards.	X	We do not reprice or replace out-of-the-money stock ~~options.~~options without stockholder approval.
ü	Our Compensation Committee seeks advice from an independent compensation consultant.	X	We do not have contracts that guarantee employment with any executives (all employment is terminable-at-will).
ü	We maintain a clawback policy with respect to incentive-based cash and equity compensation.	X	We do not pay dividends on unvested PSUs; dividends accrue and are paid only if and when applicable performance criteria are achieved.
ü	We cap annual bonus payouts to eliminate potential windfalls for executives.
ü	We encourage executives to invest their cash incentives in the Company through the ~~Management Stock Purchase Plan ("MSP").~~MSP.



Pay Element	How It’s Paid	What It Does	How It Links to Performance
Base Salary	Cash (Fixed)	Provides a competitive fixed rate of pay relative to similar positions in the market, and enables the Company to attract and retain critical executive talent	Ÿ Based on job scope, level of responsibilities, individual performance, experience, tenure and market levels
Annual Incentive Plan	Cash (At-Risk)	Focuses executives on achieving annual financial and strategic goals that enhance long-term stockholder value	Ÿ Tied to achievement of targets relating to AOM, Free Cash Flow, Net Sales and, for our Corporate level NEOs, adjusted EPS Ÿ No payouts for performance below threshold Ÿ Award capped at 300% of target value, with the exception of Net Sales (capped at 200%)
Long Term Incentive (LTI) Plan	Equity (Variable)	Provides incentives for executives to execute on longer-term goals that promote the efficient use of capital and assets, especially when cyclical demand declines	Ÿ Tied to achievement of long-term financial targets and appreciation of CIRCOR's stock price
PSUs		Rewards achievement of pre-determined financial goals measured over a three-year performance period	Ÿ Tied to achievement of targets relating to ~~Adjusted ROIC~~Free Cash Flow and AOM Ÿ ~~Earned~~Annual vesting over a three-year period based on the achievement of annual, cumulative goals Ÿ ~~No payouts~~Lookback clause allows payout up to 100% for cumulative performance ~~below threshold~~of 100% or above Ÿ Number of shares is capped at 200% of target
Stock Options		Rewards for stock price appreciation	Ÿ In absence of positive stockholder returns from date of grant, award provides no value to recipient
RSUs		Supports leadership retention strategy	Ÿ Paid in CIRCOR shares at vesting



Peer Group Companies for Setting ~~2018~~2019 Compensation
Albany International Corp.	ESCO Technologies, Inc.	SPX FLOW, Inc.
Actuant Corporation	Forum Energy Technologies, Inc.	Standex International Corporation
Altra Industrial Motion Corp.	Mueller Water Products, Inc.	Tennant Company
Barnes Group Inc.	NN, Inc.	TriMas Corporation
Chart Industries, Inc.	Rexnord Corporation	Watts Water Technologies, Inc.
EnPro Industries, Inc.	SPX Corporation


NEO	2017 Year-End Base Salary	2018 Year-End Base Salary	% Change	2018 Year-End Base Salary	2019 Year-End Base Salary	% Change
Scott Buckhout	$700,000	$745,000	6.4%	$745,000	$767,000	3.0%
Rajeev Bhalla	$510,513	$526,000	3.0%
Lane Walker⁽¹⁾	N/A	$410,000	N/A
Chadi Chahine ⁽¹⁾				N/A	$420,000	N/A
Sumit Mehrotra	$270,000	$340,000	25.9%	$340,000	$400,000	17.6%
Lane Walker				$410,000	$422,300	3.0%
Arjun Sharma	$270,000	$278,000	2.96%	$278,100	$310,000	11.5%



NEO	Target Award Opportunity (as % of base salary)
Scott Buckhout⁽¹⁾	110%
~~Rajeev Bhalla~~Chadi Chahine	~~70%~~60%
Sumit Mehrotra	60%
Lane Walker	60%
~~Sumit Mehrotra~~	~~55%~~
Arjun Sharma	50%



Performance Measures	Weightings
Adjusted EPS⁽¹⁾	~~25%~~15%
Energy Score	25%
A&D Score	25%
Industrial Score	25%
Free Cash Flow	10%



NEO	Total Target Amount	Actual Award (as a % of Target)	Actual Award (in Dollars)
Scott Buckhout	$819,500	107.16%	$878,152
Rajeev Bhalla⁽¹⁾	$368,080	100.00%	$368,080
Lane Walker⁽²⁾	$142,208	100.00%	$142,206
Sumit Mehrotra	$187,000	89.46%	$167,290
Arjun Sharma	$139,050	107.16%	$149,002
Erik Wiik⁽³⁾	$106,758	66.82%	$71,335



NEO	~~Percentage of Annual~~ Cash Bonus ~~Deferred~~Deferral - Election
Scott Buckhout	65%
Chadi Chahine	50%
~~Rajeev Bhalla~~Sumit Mehrotra	0%100%
Lane Walker	25%
~~Sumit Mehrotra~~	~~100%~~
Arjun Sharma	100%



NEO	PSUs⁽⁵⁾		Stock Options⁽⁶⁾		RSUs⁽⁵⁾		Total Value
Scott Buckhout (1)	$	1,200,000	$	1,450,000	$0		$	2,650,000
Rajeev Bhalla (2)	$	322,000	$	161,000	$	261,000	$	744,000
Lane Walker (3)	N/A		N/A		N/A		N/A
Sumit Mehrotra	$	100,000	$	50,000	$	50,000	$	200,000
Arjun Sharma (4)	$	81,000	$	40,500	$	140,500	$	262,000
(1) Mr. Buckhout received $1,200,000 PSUs and $1,200,000 stock options as part of his regular LTI plus an additional $250,000 in stock options in recognition of the Fluid Handling acquisition. (2) Mr. Bhalla received $322,000 in PSUs, $161,000 in stock options, and $161,000 in RSUs as part of his regular LTI plus an additional $100,000 in RSUs in recognition of the Fluid Handling acquisition. Mr. Bhalla forfeited each of these awards when he left the Company. (3) Mr. Walker did not receive a regular,"annual" equity award under the LTI program. Rather, in conjunction with his new hire arrangement, he received a one-time, new-hire grant of RSUs with a grant date fair market value of $450,000. The number of units for this award was determined based on the closing price of our Common Stock on the previous trading day before the grant date of June 4, 2018. This award will vest 1/3 per year on each anniversary of the grant date. (4) Mr. Sharma received $81,000 PSUs, $40,500 stock options, and $40,500 RSUs as part of his regular LTI plus an additional $100,000 in RSUs in recognition of the Fluid Handling acquisition. (5) Award amounts for PSUs and RSUs were determined based on the closing price of our Common Stock on the previous trading day before the grant date of March 5, 2018 for all the NEOs other than Mr. Walker. (6) Individual share award amounts were calculated based on Black-Scholes values.



NEO	PSUs⁽²⁾		Stock Options⁽³⁾		RSUs⁽²⁾		Total Value
Scott Buckhout	$	1,259,320	$	1,375,000	$0		$	2,634,320
Chadi Chahine⁽¹⁾	$	190,000	$	95,000	$	245,000	$	530,000
Sumit Mehtrotra	$	160,000	$	80,000	$	80,000	$	320,000
Lane Walker	$	150,000	$	75,000	$	75,000	$	300,000
Arjun Sharma	$	125,000	$	62,500	$	62,500	$	250,000
(1) Mr. Chahine received $190,000 in PSUs, $95,000 in stock options, and $95,000 in RSUs as part of his regular LTI plus an additional new-hire grant of RSUs with a grant date fair market value of $150,000 as new hire arrangement. The number of units for this award was determined based on the closing price of our Common Stock on the previous trading day before the grant date of January 2, 2019. This award will vest pro-rata over three years. (2) Award amounts for PSUs and RSUs were determined based on the closing price of our Common Stock on the previous trading day before the grant date of March 4, 2019 other than Mr. Chahine's new-hire grant and Mr. Buckhout's PSU grant. Mr. Buckhout's PSU grant was awarded on May 14, 2019 even though the number of units awarded was determined as if the grant had been made on March 4, 2019. (3) Individual share award amounts were calculated based on a Black-Scholes value of $11.84 per share.


Performance Measures	Performance Range			Actual Performance	Payout Factor	Shares Earned and Vested (as a % of Target)	Performance Range			Actual Performance	% Payout	Shares Earned and Vested
	Threshold	Target	Maximum				Threshold	Target	Maximum
Fiscal Year 2016 - 2018 Average Adjusted ROIC	8.0%	10.0%	12.0%	5.7%	0%
Fiscal Year 2016 - 2018 Average AOM	8.4%	9.4%	10.4%	7.7%	0%
Fiscal Year 2019 Free Cash Flow ($M)							39.8	56.8	73.8	6.0	0%	0
Fiscal Year 2019 Average Operating Margin (AOM)							6.5%	9.3%	12.1%	7.1%	19.6%	2,141



NEO	Special RSU Grant Value (dollars)
Scott Buckhout	$625,000
Sumit Mehrotra	$150,000
Lane Walker	NA
Arjun Sharma	$270,000



Position	Target
Chief Executive Officer	5x annual base salary
Chief Financial Officer	3x annual base salary
Other NEOs	2x annual base salary


Name and Principal Position	Year	Salary ($)	Bonus ($) (1)	Stock Awards ($) (2) (3)	Option Awards ($) (4)	Non-Equity Incentive Plan Compensation ($) (5)	All Other Compensation($) (6)	Total ($) (7)	Year	Salary ($)	Bonus ($) (1)	Stock Awards ($) (2) (3)	Option Awards ($) (4)	Non-Equity Incentive Plan Compensation ($) (5)	All Other Compensation($) (6)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
Scott Buckhout President and Chief Executive Officer	2018	732,885	—	1,416,261	1,450,000	878,152	15,361	4,492,659	2019	761,077	—	1,259,320	1,375,000	—	13,449	3,408,846
	2017	676,539	—	1,182,692	1,080,000	297,850	14,267	3,251,348	2018	732,885	—	1,416,261	1,450,000	878,152	15,361	4,492,659
	2016	664,250	—	1,093,184	952,500	408,045	16,251	3,134,230	2017	676,539	—	1,182,692	1,080,000	297,850	14,267	3,251,348
Rajeev Bhalla (8) Executive Vice President, Chief Financial Officer	2018	521,705	—	583,000	161,000	—	918,183	2,183,888
	2017	499,075	50,000	341,904	272,000	202,056	22,131	1,387,166
	2016	493,027	—	481,814	375,852	211,459	21,846	1,583,998
Chadi Chahine (7) Senior Vice President, Chief Financial Officer									2019	402,231	—	285,000	95,000	—	25,117	807,348
Sumit Mehrotra President, Industrial Group	2018	323,846	—	228,681	50,000	167,290	517,725	1,287,542	2019	383,846	—	240,000	80,000	—	371,533	1,075,379
	2017	270,000	—	115,678	74,500	93,110	136,818	690,106	2018	323,846	—	228,681	50,000	167,290	517,725	1,287,542
	2016	233,095	—	110,485	50,000	56,859	77,878	528,317	2017	270,000	—	115,678	74,500	93,110	136,818	690,106
Lane Walker President, Energy Group	2018	220,769	170,000	467,510	0	142,206	60,533	1,061,018
Arjun Sharma Senior Vice President, Business Development	2018	275,919	—	294,889	40,500	149,002	20,847	781,157	2019	301,412	—	187,500	62,500	—	25,762	577,174
	2017	270,000	50,000	167,919	65,000	107,443	14,746	675,108	2018	275,919	—	294,889	40,500	149,002	20,847	781,157
	2016	229,922	—	172,431	100,083	65,676	18,782	586,894	2017	270,000	50,000	167,919	65,000	107,443	14,746	675,108
Erik Wiik (9) Former President, Energy Group	2018	194,222	—	115,500	38,500	—	540,029	888,251
	2017	411,892	—	114,278	102,500	47,825	20,512	697,007
	2016	407,308	—	165,779	100,000	145,283	20,160	838,530
Lane Walker President, Energy Group									2019	418,989	—	225,000	75,000	—	28,204	747,193
Lane Walker President, Energy Group									2018	220,769	170,000	467,510	—	142,206	60,533	1,061,018



(1)	~~Reflects sign-on bonus payment for Mr. Walker.~~ For ~~each of Mr. Bhalla and~~ Mr. Sharma, ~~in addition to the base bonus payment amount calculated under the bonus plan, also~~this reflects a special bonus award of $50,000 ~~under the plan~~ in recognition of extraordinary contributions associated with the Fluid Handling acquisition. For Mr. Walker, this reflects a sign-on bonus payment of $170,000.
(2)	Reflects the grant date fair value of performance-based restricted stock units ~~(PSUs), the grant date fair value of~~("PSUs") and time-based restricted stock units (Time RSUs), and the grant date fair value of the 33% discount on restricted stock units (MSP RSUs) purchased under our Management Stock Purchase Plan (MSP) determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718.("Time RSUs"). For PSUs and Time RSUs, a discussion of the assumptions used in calculating the amounts in this column may be found in Note 11 ("Share-Based Compensation") to our audited consolidated financial statements for the year ended December 31, ~~2018~~2019 included in our Annual Report on Form 10-K filed with the SEC on March ~~1, 2019. For MSP RSUs, the grant date fair value of the discount purchased by each of our NEOs on March 4,~~31, 2020. The 2019 ~~was based on a 33% discount from the closing price of our Common Stock on March 1, 2019 (the date preceding our annual grant). The 2018~~ grant date fair values of PSUs and ~~MSP~~Time RSUs granted to each of our NEOs are shown in the table below:



NEO	Grant Date Fair Value of PSUs	Grant Date Fair Value of MSP RSUs	Grant Date Fair Value of Time RSUs	Total
Scott Buckhout.....................................................	$1,200,000	$216,261	$—	$1,416,261
Rajeev Bhalla.......................................................	$322,000	$—	$261,000	$583,000
Sumit Mehrotra....................................................	$100,000	$78,681	$50,000	$228,681
Lane Walker.........................................................	$—	$17,510	$450,000	$467,510
Arjun Sharma.......................................................	$81,000	$73,389	$140,500	$294,889
Erik Wiik..............................................................	$77,000	$—	$38,500	$115,500



(3)	Included in this column is the grant date fair value of the target number of PSUs granted to each NEO, which we consider to be the probable outcome of the performance conditions as of the grant date. The following table shows for each NEO the grant date fair value of the target number of PSUs granted to each such officer that is included in the Summary Compensation Table and the grant date fair value of the maximum number of PSUs. ~~Since Mr. Walker did not join the Company until June 2018, he was not granted any PSUs in 2018. Since Messrs. Bhalla and Wiik departed the Company during 2018, their PSUs were forfeited.~~


NEO	Target Number of PSUs	Grant Date Fair Value of Target Number of Performance RSUs	Maximum Number of PSUs	Grant Date Fair Value of Maximum Number of Performance RSUs	Target Number of PSUs	Grant Date Fair Value of Target Number of PSUs	Maximum Number of PSUs	Grant Date Fair Value of Maximum Number of PSUs
Scott Buckhout..........................	28,156	$1,200,000	56,312	$2,400,000	40,887	$1,259,320	81,774	$2,518,640
Rajeev Bhalla............................	7,556	$322,000	15,112	$644,000
Chadi Chahine...........................					5,652	$190,000	11,304	$380,000
Sumit Mehrotra.........................	2,347	$100,000	4,694	$200,000	4,758	$160,000	9,516	$320,000
Arjun Sharma............................					3,717	$125,000	7,434	$250,000
Lane Walker...............................	—	$—	—	$—	4,461	$150,000	8,922	$300,000
Arjun Sharma............................	1,901	$81,000	3,802	$162,000
Erik Wiik...................................	1,807	$77,000	3,614	$154,000



	The target value of PSUs awarded in ~~2018~~2019 is earned if our Average ~~ROIC~~Adjusted Free Cash Flow and Average AOM goals are achieved for the ~~three-year average of~~three specific tranches related to fiscal years ~~2018-2020,~~2019-2021, as described in "Long Term Equity Incentives" in "Compensation Discussion and Analysis". The maximum value of PSUs is two times the Target value, as described above in "Long Term Equity Incentives" in "Compensation Discussion and Analysis". Maximum value of ~~Performance RSUs~~PSUs is earned if our actual average adjusted ~~ROIC~~Free Cash Flow and average AOM achievement exceeds the maximum percentages set by the Compensation Committee for the ~~three-year average of~~ fiscal years ~~2018-2020.~~2019-2021.



(4)	Reflects the aggregate grant date fair value of stock options granted under the Equity Incentive Plan. For a discussion of the assumptions related to the calculation of the amounts in this column, please refer to Note 11 ("Share-Based Compensation") to the Company's audited consolidated financial statements for the year ended December 31, ~~2018~~2019 included in our Annual Report on Form 10-K filed with the SEC on March ~~1, 2019.~~31, 2020. The stock options granted in Fiscal Year 2019 were granted on March 4, 2019 whereas the 2018 and 2017 stock option awards were granted on March 5, 2018 ~~whereas the 2017~~ and ~~2016 stock option awards were granted on~~ February 27, 2017, ~~and February 23, 2016,~~ respectively.
(5)	Reflects the amounts earned under our annual cash bonus plan by each NEO, whether received in cash or restricted stock units ~~(RSUs)~~("RSUs"). There were no annual bonus payments made to NEOs for 2019. Our NEOs elected to use all or a portion of their annual cash incentive to purchase RSUs under our ~~MSP.~~MSP in 2017 and 2018. The number of MSP RSUs purchased by each NEO is as follows:


NEO	Year	Percentage of Annual Incentive Used to Purchase RSUs	Amount of Bonus for Year	Amount of Bonus Used to Purchase RSUs	Number of Purchased RSUs	Year	Percentage of Annual Incentive Used to Purchase RSUs	Amount of Bonus for Year	Amount of Bonus Used to Purchase RSUs	Number of Purchased RSUs
Scott Buckhout	2018	50%	$878,152	$439,076	19,486	2019	65%	—	—	—
	2017	70%	$297,850	$208,495	7,301
	2016	70%	$408,045	$285,632	6,989
Rajeev Bhalla	2018	—%	$368,080	$0	—
	2017	20%	$202,056	$40,411	1,415
	2016	20%	$211,459	$42,292	1,034
Scott Buckhout						2018	50%	$878,152	$439,076	19,486
						2017	70%	td97,850	td08,495	7,301
						2019	50%	—	—	—
Sumit Mehrotra	2018	100%	$167,290		7,089	2019	100%	—	—	—
	2017	100%	$93,110		3,209
	2016	100%	$56,859	$51,742	1,266
Sumit Mehrotra						2018	100%	td67,290		7,089
						2017	100%	$93,110		3,209
						2019	100%	—	—	—
Arjun Sharma						2018	100%	td49,002		6,612
						2017	100%	td07,443		3,762
	2018	25%	td42,206	$35,552	1,577	2019	25%	—	—	—
Arjun Sharma	2018	100%	$149,002		6,612
	2017	100%	$107,443		3,762
	2016	100%	$65,676		1,607
Erik Wiik	2018	—%	$71,335	$0	—
	2017	50%	$47,825	$23,913	837
	2016	50%	$145,283	$72,642	1,777
Lane Walker						2018	—%	—	—	—



	Under our MSP, the purchase price for RSUs is 67% of the closing price of our Common Stock on the business day prior to the date of grant. The grant date fair value of the 33% discount is referred to as MSP RSUs, and the MSP RSUs have been included under the Stock Awards column as additional compensation to ~~the~~ NEOs. ~~The~~For prior years, the total number of RSUs purchased was determined by dividing the dollar amount of bonus used in the above table by $22.53 for 2018, and $42.62 for 2017, ~~and $40.86 for 2016,~~ which is 67% of the closing price of our Common Stock on March 1, 2019, and March 2, 2018, ~~and February 24, 2017,~~ respectively. The actual number of RSUs purchased under the MSP may be reduced to pay for tax withholding.
(6)	See ~~"2018~~"2019 All Other Compensation Table" for specific items in this category.
(7)	~~The amounts in this column reflect the total of the following columns: Salary, Bonus Stock Awards, Option Awards, Non-Equity Incentive Plan Compensation, and All Other Compensation.~~
~~(8)~~	Mr. ~~Bhalla~~Chahine served as ~~Executive~~Senior Vice President, Chief Financial Officer from ~~December~~January 2, ~~2013~~2019 to ~~December 31, 2018.~~March 17, 2020. The equity awards granted to Mr. ~~Bhalla and disclosed in the Summary Compensation Table have been forfeited.~~
~~(9)~~	~~Mr. Wiik served as President, Energy Group from March 5, 2015 to June 1, 2018. The equity awards granted to Mr. Wiik~~Chahine and disclosed in the Summary Compensation Table have been forfeited.


Name	Perquisites and Other Personal Benefits ($) (1)	Tax Preparation and Financial Planning ($)	Insurance Premiums ($) (2)	Severance Payment ($) (3)	Relocation Payments ($) (4)	Payments Relating to Employee Savings Plan ($) (5)	Other ($) (6)	Total ($)	Perquisites and Other Personal Benefits ($) (1)	Tax Preparation and Financial Planning ($)	Insurance Premiums ($) (2)	Relocation Payments ($) (3)	Payments Relating to Employee Savings Plan ($) (4)	Other ($) (5)	Total ($)
Scott Buckhout......................	—	1,275	1,346	—	—	6,875	5,865	15,361	—	—	2,174	—	11,200	75	13,449
Rajeev Bhalla........................	12,000	1,950	2,426	893,908	—	6,875	1,024	918,183
Lane Walker..........................	6,462	—	897	—	48,680	4,494	0	60,533
Chadi Chahine........................									11,539	980	1,398	—	11,200	—	25,117
Sumit Mehrotra......................	8,400	3,312	644	—	498,894	5,322	1,153	517,725	8,400	2,351	1,004	351,275	8,271	231	371,532
Arjun Sharma........................	8,400	5,392	644	—		5,347	1,064	20,847	8,400	6,567	1,004	—	9,672	119	25,762
Erik Wiik...............................	5,538	0	1,120	495,808	—	4,608	32,955	540,029
Lane Walker............................									12,000	4,000	1,004	—	11,200	—	28,204



(1)	The amounts shown in this column reflect each NEO's annual car allowance.
(2)	The amounts shown in this column reflect group term life insurance premiums paid on behalf of each NEO.
(3)	The ~~amounts~~amount shown in this column reflect lump sum payments to Messrs. Bhalla and Wiik totaling $893,908 and $495,808, respectively. Mr. Bhalla's lump sum payment was equal to his base salary of $525,828 plus his target bonus of $368,080 whereas Mr. Wiik's lump sum payment was equal to his base salary of $424,473 plus a pro-rated bonus of $71,335.
~~(4)~~	~~The amounts shown in this column reflect~~reflects taxable relocation payments paid on behalf of ~~Messrs. Walker and Mehrotra in the amounts of $48,680 and $498,894, respectively.~~Mr. Mehrotra.
~~(5)~~(4)	The amounts shown in this column reflect Company matching contributions to each NEO's 401(k) savings account of up to 4.0% of base pay subject to the limits imposed by IRS regulations.
~~(6)~~(5)	The amounts shown in this column ~~with respect to Messrs. Buckhout, Bhalla, Mehrotra and Sharma~~ reflect dividend equivalents paid on vested RSUs. The amount shown in this column with respect to Mr. Wiik reflects dividend equivalents paid on vested RSUs of $596, a lump sum payment of $31,411 for the vacation balance due upon termination and a non-qualified compensation contribution of $948.


Name	Type of Award (1)	Grant Date	Approval Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2)			Estimated Future Payouts Under Equity Incentive Plan Awards (3)			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Prices of Option Awards ($ / Sh) (4)	Grant Date Fair Value of Stock and Option Awards ($) (5)	Type of Award (1)	Grant Date	Approval Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2)			Estimated Future Payouts Under Equity Incentive Plan Awards (3)			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Prices of Option Awards ($ / Sh) (4)	Grant Date Fair Value of Stock and Option Awards ($) (5)
Name	Type of Award (1)	Grant Date	Approval Date	Thresh-hold ($)	Target ($)	Maxi-mum ($)	Thresh-hold (#)	Target (#)	Maxi-mum (#)			Exercise or Base Prices of Option Awards ($ / Sh) (4)	Grant Date Fair Value of Stock and Option Awards ($) (5)	Type of Award (1)	Grant Date	Approval Date	Thresh-hold ($)	Target ($)	Maxi-mum ($)	Thresh-hold (#)	Target (#)	Maxi-mum (#)			Exercise or Base Prices of Option Awards ($ / Sh) (4)	Grant Date Fair Value of Stock and Option Awards ($) (5)
(a)		(b)		(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)	(l)		(b)		(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)	(l)
Scott Buckhout	Option	03/05/18	02/07/18	—							98,775	42.62	1,450,000	Option	03/04/19	02/06/19	—							116,133	33.63	1,375,000
	PSU	03/05/18	02/07/18	—			12,000	28,156	56,312	—			1,200,000	PSU	05/14/19	02/06/19	—			12,593.2	40,887	81,774	—			1,259,320
	AIP			4,900	490,000	1,470,000	—							AIP			4,098	409,750	1,229,250	—
Rajeev Bhalla	Option	03/05/18	02/07/18	—							10,968	42.62	161,000
Chadi Chahine														Option	03/04/19	02/06/19	—							8,025	33.63	95,000
	PSU	03/05/18	02/07/18	—			3,220	7,556	15,112	—			322,000	PSU	03/04/19	02/06/19	—			1,900	5,652	11,304	—			190,000
	AIP			715	71,472	214,416	—							Time RSU	01/02/19	11/19/18	—						7,044	—		150,000
	Time RSU	03/05/18	02/07/18	—						7,556	—		261,000	Time RSU	03/04/19	02/06/19	—						2,826	—		95,000
Sumit Mehrotra	Option	03/05/18	02/07/18	—							3,408	42.62	50,000	Option	03/04/19	02/06/19	—							6,759	33.63	80,000
	PSU	03/05/18	02/07/18	—			1,000	2,347	4,694	—			100,000	PSU	03/04/19	02/06/19	—			1,600	4,758	9,516	—			160,000
	AIP			1,215	121,500	321,975	—							AIP			1,870	187,000	495,550	—
	Time RSU	03/05/18	02/07/18	—						1,176	—		50,000	Time RSU	03/04/19	02/06/19	—						2,379	—		80,000
Lane Walker	Time RSU	06/04/18	05/15/18	—						9,222	—		450,000
Arjun Sharma	Option	03/05/18	02/07/18	—							2,760	42.62	40,500	Option	03/04/19	02/06/19	—							5,280	33.63	62,500
	PSU	03/05/18	02/07/18	—			810	1,901	3,802	—			81,000	PSU	03/04/19	02/06/19	—			1,250	3,717	7,434	—			125,000
	AIP			1,350	135,000	405,000	—							AIP			1,391	139,050	417,150	—
	Time RSU	03/05/18	02/07/18	—						3,300	—		140,500	Time RSU	03/04/19	02/06/19	—						1,860	—		62,500
Erik Wiik	Option	03/05/18	02/07/18	—		—	—				2,625	42.62	38,500
Lane Walker														Option	03/04/19	02/06/19	—							6,336	33.63	75,000
	PSU	03/05/18	02/07/18	—			770	1,807	3,614	—			77,000	PSU	03/04/19	02/06/19	—			1,500	4,461	8,922	—			150,000
	AIP			1,255	125,460	376,380	—							AIP			1,422	142,208	426,624	—
	Time RSU	03/05/18	02/07/18	—						906	—		38,500	Time RSU	03/04/19	02/06/19	—						2,232	—		75,000



(1)	Type of Award:
	Option = Stock option subject to time-based vesting
	PSU = RSU award subject to performance conditions
	AIP = Cash award subject to performance conditions under the annual incentive plan
	Time RSU = RSU award subject to time-based vesting only
	Each of these Option, Time RSU and PSU awards was granted under our LTI plan. See Summary Compensation Table and the footnotes thereto for additional information on these types of awards.
(2)	The amounts in these columns indicate the threshold, target and maximum performance bonus amounts payable under our annual incentive plan prior to deducting any amounts the NEO elected to use to purchase RSUs under the MSP. Each of our NEOs, other than Mr. ~~Bhalla,~~Chahine, elected to use a portion of his annual incentive bonus to purchase RSUs under our MSP in Fiscal Year ~~2018.~~2019. See footnote (5) to the "Summary Compensation Table" for a description of the actual amount of annual bonus earned by each of the NEOs for Fiscal Year ~~2018,~~2019, the amount of each NEO's bonus that was used to purchase MSP RSUs, and the number of purchased MSP RSUs. The potential bonus amounts payable under the annual incentive plan are based on the achievement of specific financial performance metrics. The NEOs would receive a bonus payout equal to 0.1% of their target bonus at the threshold level of performance and 200% or 300% (depending on the performance metric) of their target bonus at the maximum level of performance. If none of the threshold performance metrics are met, no bonus would be payable to the NEOs under the annual incentive plan.
(3)	The amounts in these columns indicate the threshold, target and maximum number of shares that the NEO could receive if an award payout is achieved under the PSUs. These potential share amounts are based on achievement of specific performance goals. The NEO would receive 0.1% of the target number of shares at the threshold level of performance and 200% of the target number of shares at the maximum level of performance. If none of the threshold performance targets are met, then our NEOs will not receive any shares.
(4)	The exercise price of Options is equal to the closing price of our Common Stock on the business day before the grant date. For more details, see footnote (3) under Outstanding Equity Awards at ~~2018~~2019 Fiscal Year-End.
(5)	The amounts in this column reflect the aggregate grant date fair values of the PSUs reflected in column (g) and Time RSUs reflected in column (i), each calculated in accordance with accounting guidance, as well as the aggregate fair value of the Option awards reflected in column (j) as determined using the Black Scholes option pricing model.


		Option Awards					Stock Awards						Option Awards					Stock Awards
Name	Type of Award (1)	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#) (2)	Equity Incentive Plan Awards: Number of Securities Underlying unexercised unearned options (#)	Option Exercise Price ($)	Option Expiration Date	Award Grant Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($) (3)	Equity Incentive 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 ($) (3)	Type of Award (1)	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#) (2)	Equity Incentive Plan Awards: Number of Securities Underlying unexercised unearned options (#)	Option Exercise Price ($)	Option Expiration Date	Award Grant Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($) (3)	Equity Incentive Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3)
(a)		(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)		(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)
Scott Buckhout	Perf Option	150,000 (4)	—		41.17	4/09/2023	4/09/2013	—				Perf Option	150,000 (4)	—		41.17	4/09/2023	4/09/2013	—
	Perf Option	—		100,000 (5)	70.42	3/05/2024	3/05/2014	—				Option	39,141	—		51.84	2/23/2022	2/23/2015	—
	Option	39,141	—		51.84	2/23/2022	2/23/2015	—				Option	79,977	—		38.89	2/23/2023	2/23/2016	—
	Option	53,318	26,659	—	38.89	2/23/2023	2/23/2016	—				Option	37,192	18,596	—	60.99	2/27/2024	2/27/2017	—
	Option	18,596	37,192	—	60.99	2/27/2024	2/27/2017	—				Option	32,925	65,850	—	42.62	3/05/2025	3/05/2018	—
	Option	—	98,775	—	42.62	3/05/2025	3/05/2018	—				Option	—	116,133	—	33.63	3/04/2026	3/04/2019	—
	PSU	—					2/23/2016	—		24,493	521,701 (7)	MSP RSU	—					2/27/2017	6,989	323,171 (5)	—
	MSP RSU	—					2/23/2016	249	5,304 (6)	—		PSU	—					3/05/2018	—		28,156	1,301,933 (6)
	PSU	—					2/27/2017	—		17,708	377,180 (8)	MSP RSU	—					3/05/2018	7,301	337,598 (5)	—
	MSP RSU	—					2/27/2017	6,989	148,866 (6)	—		MSP RSU	—					3/04/2019	19,486	901,033 (5)	—
	PSU	—					3/05/2018	—		28,156	599,723 (9)	PSU	—					5/14/2019	—		27,258	1,260,410 (7)
	MSP RSU	—					3/05/2018	7,301	155,511 (6)	—
Rajeev Bhalla	Option	11,901	—		71.56	3/31/2019	3/03/2014	—
Chadi Chahine												Time RSU	—					1/02/2019	7,044	325,715 (8)	—
	Option	22,368	—		51.84	3/31/2019	2/23/2015	—				Option	—	8,025	—	33.63	3/04/2026	3/04/2019	—
	Option	21,040	—		38.89	3/31/2019	2/23/2016	—				PSU	—					3/04/2019	—		3,768	174,232 (7)
	Option	5,545	—		60.99	3/31/2019	2/27/2017	—				Time RSU	—					3/04/2019	2,826	130,674 (8)	—
Sumit Mehrotra	Option	984	—		71.56	3/03/2021	3/03/2014	—				Option	984	—		71.56	3/03/2021	3/03/2014	—
	Option	1,959	—		51.84	2/23/2022	2/23/2015	—				Option	1,959	—		51.84	2/23/2022	2/23/2015	—
	Option	2,800	1,400	—	38.89	2/23/2023	2/23/2016	—				Option	4,200	—		38.89	2/23/2023	2/23/2016	—
	Option	1,283	2,566	—	60.99	2/27/2024	2/27/2017	—				Option	2,566	1,283	—	60.99	2/27/2024	2/27/2017	—
	Option	—	3,408	—	42.62	3/05/2025	3/05/2018	—				Option	1136	2,272	—	42.62	3/05/2025	3/05/2018	—
	Time RSU	—					2/23/2016	729	15,528 (10)	—		Option	—	6,759	—	33.63	3/04/2026	3/04/2019	—
	MSP RSU	—					2/23/2016	42	895 (6)	—		MSP RSU	—					2/27/2017	1,266	58,540 (5)	—
	PSU	—					2/27/2017	—		1,222	26,029 (8)	PSU	—					3/05/2018	—		2,347	108,525 (6)
	MSP RSU	—					2/27/2017	1,266	26,966 (6)	—		MSP RSU	—					3/05/2018	3,209	148,384 (5)	—
	PSU	—					3/05/2018	—		2,347	49,991 (9)	Time RSU	—					3/05/2018	784	36,252 (8)	—
	MSP RSU	—					3/05/2018	3,209	68,352 (6)	—		PSU	—					3/04/2019	—		3,172	146,673 (7)
	Time RSU	—					3/05/2018	1,176	25,049 (10)	—		MSP RSU	—					3/04/2019	7,089	327,795 (5)	—
Lane Walker	Time RSU	—					6/04/2018	9,222	196,429 (10)	—
												Time RSU	—					3/04/2019	2,379	110,005 (8)	—
Arjun Sharma	Option	3,212	—		39.00	2/28/2021	2/28/2011	—				Option	3,212	—		39.00	2/28/2021	2/28/2011	—
	Option	2,799	—		32.76	3/05/2022	3/05/2012	—				Option	2,799	—		32.76	3/05/2022	3/05/2012	—
	Option	3,168	—		71.56	3/03/2021	3/03/2014	—				Option	3,168	—		71.56	3/03/2021	3/03/2014	—
	Option	3,663	0	—	51.84	2/23/2022	2/23/2015	—				Option	3,663	—		51.84	2/23/2022	2/23/2015	—
	Option	5,604	2,802	—	38.89	2/23/2023	2/23/2016	—				Option	8,406	—		38.89	2/23/2023	2/23/2016	—
	Option	1,981	3,962	—	60.99	2/27/2024	2/27/2017	—				Option	3,962	1,981	—	60.99	2/27/2024	2/27/2017	—
	Option	—	2,760	—	42.62	3/05/2025	3/05/2018	—				Option	920	1,840	—	42.62	3/05/2025	3/05/2018	—
	PSU	—			—		2/23/2016	—		2,574	54,826 (7)	Option	—	5,280	—	33.63	3/04/2026	3/04/2019	—
	MSP RSU	—			—		2/23/2016	54	1,150 (6)	—		MSP RSU	—			—		2/27/2017	1,607	74,308 (5)	—
	Time RSU	—			—		2/23/2016	343	7,306 (10)	—		PSU	—			—		3/05/2018	—		1,901	87,902 (6)
	PSU	—			—		2/27/2017	—		1,886	40,172 (8)	MSP RSU	—			—		3/05/2018	3,762	173,955 (5)	—
	MSP RSU	—			—		2/27/2017	1,607	34,229 (6)	—		Time RSU	—			—		3/05/2018	2,200	101,728 (8)	—
	PSU	—			—		3/05/2018	—		1,901	40,491 (9)	PSU	—			—		3/04/2019	—		2,478	114,583 (7)
	MSP RSU	—			—		3/05/2018	3,762	80,131 (6)	—		MSP RSU	—			—		3/04/2019	6,612	305,739 (5)	—
	Time RSU	—			—		3/05/2018	3,300	70,290 (10)	—		Time RSU	—			—		3/04/2019	1,860	86,006 (8)	—
Lane Walker												Option	—	6,336	—	33.63	3/04/2026	3/04/2019	—
												PSU	—			—		3/04/2019	—		2,974	137,518 (7)
												MSP RSU	—			—		3/04/2019	1,577	72,920 (5)	—
												Time RSU	—			—		6/04/2018	6,148	284,284 (8)	—
												Time RSU	—			—		3/04/2019	2,232	103,208 (8)	—



(1)	With respect to shares acquired upon vesting of RSUs, NEOs have shares withheld to pay associated income taxes. The number of shares reported represents the gross number prior to withholding of such shares. In certain cases, the actual receipt of shares underlying vested RSUs may have been deferred pursuant to a previous election made by the NEO. This table reports the number of shares vested regardless of whether distribution actually was made.
(2)	The amounts shown in this column reflect the value realized upon vesting of Time RSUs, PSUs, and MSP RSUs as follows: (i) for Time RSUs and PSUs, the value realized upon vesting is determined by multiplying the number of RSUs vested (prior to withholding of any shares to pay associated income taxes) and the closing price of our Common Stock on the day prior to vesting and (ii) for MSP RSUs, the value realized upon vesting is determined by multiplying (a) the number of MSP RSUs vested (prior to withholding of any shares to pay associated income taxes) and (b) the difference between the closing price of our Common Stock on the day prior to vesting and the purchase price of the MSP RSUs.
(3)	Mr. Buckhout had ~~13,033~~249 MSP RSUs vest on February 23, ~~2018~~2019 with a price of ~~$49.56.~~$32.36.
(4)	Mr. ~~Bhalla had 1,788 MSP RSUs and 730 Time RSUs vest on February 23, 2018 with a price of $49.56.~~
~~(5)~~	~~Mr. Mehrotra had 1,851 MSP RSUs and 955 Time RSUs vest on February 23, 2018 with a price of $49.56.~~
~~(6)~~	~~Mr. Walker~~Chahine joined CIRCOR on ~~June 4, 2018~~January 2, 2019 and had no options or stock awards vest during ~~2018.~~2019.
~~(7)~~(5)	Mr. Mehrotra had 42 MSP RSUs and 729 Time RSUs vest on February 23, 2019 with a price of $32.36 and 392 Time RSUs vest on April 5, 2019 with a price of $34.73.
(6)	Mr. Sharma had ~~Time RSUs and MSP RSUs vest during 2018 as follows: 1,964~~54 MSP RSUs and 343 Time RSUs vest on February 23, 2019 with a price of ~~$49.56~~$32.36 and 1,100 Time RSUs vest on ~~February 23, 2018, and 206 Time RSUs~~April 5, 2019 with a price of ~~$43.13~~$34.73.
(7)	Mr. Walker had 3,074 RSUs vest on July ~~30, 2018.~~
~~(8)~~	~~Mr. Wiik had Time RSUs and MSP RSUs vest during 2018 as follows: 258 Time RSUs~~4, 2019 with a price of ~~$49.56 on February 23, 2018, 1,258 RSUs with a price of $42.62 on March 5, 2018, and 1,231 MSP RSUs with a price of $33.10 on December 3, 2018.~~$46.12.


Name (a)	Item	Executive Contributions in Last FY ($) (b)	Registrant Contributions in Last FY ($) (c)	Aggregate Earnings/(Loss) in Last FY ($) (d)	Aggregate Withdrawals/ Distributions (e)	Aggregate Balance at Last FYE ($) (f) (1)	Item	Executive Contributions in Last FY ($) (b)	Registrant Contributions in Last FY ($) (c)	Aggregate Earnings/(Loss) in Last FY ($) (d)	Aggregate Withdrawals/ Distributions (e)	Aggregate Balance at Last FYE ($) (f) (1)
Scott Buckhout	Excess 401K	—	—	(1,037)	—	35,267	Excess 401K	—	—	7,684	—	42,951
Rajeev Bhalla	Excess 401K	—		(499)	—	16,974
Chadi Chahine							Excess 401K	—
Sumit Mehrotra	Excess 401K	—		(106)	—	1,141	Excess 401K	—		287	—	1,428
Arjun Sharma							Excess 401K	45,212	—	6,739	—	62,551
Lane Walker	Excess 401K	—					Excess 401K	16,129	—	1,356	—	17,485
Arjun Sharma	Excess 401K	—		(312)	—	10,600
Erik Wiik	Excess 401K	—		(12)	—



(1)	These amounts include ~~employer~~employee and contributions that have been reflected in the Summary Compensation Table in prior years' proxy statements ~~and~~as well as all earnings on such contributions.



Scott Buckhout
Severance and Other Benefits
	Involuntary Without Cause or Voluntary Resignation With Good Reason Within One Year Following Change of Control			Involuntary Other Than For Cause or Voluntary Resignation With Good Reason at Any Other Time			Involuntary For Cause or Voluntary Resignation Without Good Reason		Change of Control (Irrespective of Whether Termination or Resignation Occurs)			Death or Disability		(8)
	12/31/2018			12/31/2018			12/31/2018		12/31/2018			12/31/2018
Cash Severance	$	3,129,000	(1)	$	1,564,500	(4)
Health Benefits	$	60,985	(2)	$	45,739	(5)
Long-Term Incentives
Gain on accelerated stock options	—			—			—		—		(6)	—		(6)
Value of accelerated restricted stock units	—			—			—		$	1,808,285	(7)	$	1,808,285	(7)
Total Long-Term Incentives	$	—		$	—		$	—	$	1,808,285		$	1,808,285
TOTAL Value:	$	3,189,985	(3)	$	1,610,239		$	—	$	1,808,285		$	1,808,285



(1) ~~This amount~~	For Mr. Sharma, this reflects a special bonus award of $50,000 in recognition of extraordinary contributions associated with the Fluid Handling acquisition. For Mr. Walker, this reflects a sign-on bonus payment ~~to Mr. Buckhout that would equal two times his (i) then-current base salary and (ii) then- effective target annual incentive compensation.~~of $170,000.
(2) ~~This amount reflects payments to Mr. Buckhout that would equal~~	Reflects the ~~cost~~grant date fair value of performance-based restricted stock units ("PSUs") and time-based restricted stock units ("Time RSUs"). For PSUs and Time RSUs, a discussion of the ~~health insurance premiums necessary~~assumptions used in calculating the amounts in this column may be found in Note 11 ("Share-Based Compensation") to ~~allow Mr. Buckhout~~our audited consolidated financial statements for the year ended December 31, 2019 included in our Annual Report on Form 10-K filed with the SEC on March 31, 2020. The 2019 grant date fair values of PSUs and ~~any covered spouse~~Time RSUs granted to each of our NEOs are shown in the table below:



	The target value of PSUs awarded in 2019 is earned if our Average Adjusted Free Cash Flow and Average AOM goals are achieved for the three specific tranches related to ~~continue to receive health insurance coverage substantially similar~~fiscal years 2019-2021, as described in "Long Term Equity Incentives" in "Compensation Discussion and Analysis". The maximum value of PSUs is two times the Target value, as described above in "Long Term Equity Incentives" in "Compensation Discussion and Analysis". Maximum value of PSUs is earned if our actual average adjusted Free Cash Flow and average AOM achievement exceeds the maximum percentages set by the Compensation Committee for the fiscal years 2019-2021.



(4)	Reflects the aggregate grant date fair value of stock options granted under the Equity Incentive Plan. For a discussion of the assumptions related to the ~~coverage they received prior~~calculation of the amounts in this column, please refer to Note 11 ("Share-Based Compensation") to the ~~date of termination~~Company's audited consolidated financial statements for ~~a period of two years following~~ the ~~date of termination.~~
~~(3) These amounts do not reflect a 20% excise tax under Section 4999 of~~year ended December 31, 2019 included in our Annual Report on Form 10-K filed with the ~~Internal Revenue Code that may apply depending upon~~SEC on March 31, 2020. The stock options granted in Fiscal Year 2019 were granted on March 4, 2019 whereas the ~~facts~~2018 and ~~circumstances in the event of a change of control. This estimate also does not reflect that payments are subject to being reduced in certain circumstances to avoid this tax.~~
~~(4) This amount reflects payment to Mr. Buckhout that would equal his (i) then-current base salary~~2017 stock option awards were granted on March 5, 2018 and ~~(ii) his then-effective target annual incentive compensation.~~February 27, 2017, respectively.
(5) ~~This amount reflects~~	Reflects the amounts earned under our annual cash bonus plan by each NEO, whether received in cash or restricted stock units ("RSUs"). There were no annual bonus payments made to ~~Mr. Buckhout that would equal the cost~~NEOs for 2019. Our NEOs elected to use all or a portion of ~~the health insurance premiums necessary~~their annual cash incentive to ~~allow Mr. Buckhout~~purchase RSUs under our MSP in 2017 and ~~any covered spouse and dependents to continue to receive health insurance coverage substantially similar to the coverage they received prior to the date~~2018. The number of ~~termination for a period of 18 months following the date of termination.~~MSP RSUs purchased by each NEO is as follows:



	Under our MSP, the purchase price for RSUs is 67% of the closing price of our Common Stock on the business day prior to the date of grant. The grant date fair value of the 33% discount is referred to as MSP RSUs, and the MSP RSUs have been included under the Stock Awards column as additional compensation to NEOs. For prior years, the total number of RSUs purchased was determined by dividing the dollar amount of bonus used in the above table by $22.53 for 2018, and $42.62 for 2017, which is 67% of the closing price of our Common Stock on March 1, 2019, and March 2, 2018, respectively. The actual number of RSUs purchased under the MSP may be reduced to pay for tax withholding.
(6) This amount reflects the incremental value to which Mr. Buckhout would be entitled due to the immediate vesting of all unvested stock options, subject to accelerated vesting on change of control, using the closing stock price of $21.30 on December 31, 2018.	See "2019 All Other Compensation Table" for specific items in this category.
(7) ~~This amount reflects~~	Mr. Chahine served as Senior Vice President, Chief Financial Officer from January 2, 2019 to March 17, 2020. The equity awards granted to Mr. Chahine and disclosed in the total value to which Mr. Buckhout would be entitled due to the immediate vesting of all unvested RSUs including PSUs at Target and MSP RSUs using the closing stock price of $21.30 on December 31, 2018. The amount attributable to MSP RSU vesting includes the prior incentive bonus that was earned and used to purchase MSP RSUs.
~~(8) "Disability" for this purpose means qualifying for receipt of long-term disability benefits under the Company’s long-term disability plan as in effect from time to time.~~Summary Compensation Table have been forfeited.