CURTISS WRIGHT CORP (CW)
Sector: Industrials
2026 Annual Meeting Analysis
CURTISS WRIGHT CORP · Meeting: May 7, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of the nine director nominees named herein to a one-year term
CEO and Chair with deep company knowledge; no TSR trigger fires as CW's 3-year return of +304% beats the peer group median by +201.5 percentage points, well above the 65pp threshold for a strong-positive-TSR company; no overboarding, attendance, or independence concerns.
Experienced former CEO with relevant industrial and international background; holds two public company board seats (Ingevity and CW), below the four-seat overboarding limit; TSR trigger does not apply given outstanding company outperformance versus peers.
New nominee exempt from TSR trigger as he has not previously served on this board; brings extensive nuclear and power-industry expertise highly relevant to CW's defense and power segments; holds two public company board seats (Dominion Energy and Aecon Group on TSX), within limits.
Designated audit committee financial expert with deep financial and M&A experience; currently holds three public company board seats (CW, Albemarle, Kaiser Aluminum), within the four-seat limit; TSR trigger does not apply.
Former SAIC CEO with deep aerospace and defense industry knowledge; holds only the CW public board seat; no policy triggers apply.
Joined in 2023, within the 24-month new-director exemption window; brings critical U.S. Navy operational expertise directly relevant to CW's naval defense business; no overboarding or attendance concerns.
Designated audit committee financial expert serving as Lead Independent Director with 35 years of financial leadership; holds only the CW public board seat; TSR trigger does not apply given strong company outperformance.
Experienced former industrial CEO with extensive M&A and global operations background; holds two public company seats (Applied Industrial Technologies and Rogers Corporation, with Rogers retirement noted for May 2026), within the overboarding limit; no policy triggers apply.
Joined in 2023, within the 24-month new-director exemption window; brings U.S. Army supply chain and defense procurement expertise that is directly relevant to CW's business; no overboarding or attendance concerns.
All nine nominees receive a FOR determination. Curtiss-Wright's 3-year total shareholder return of +304% outperforms the disclosed compensation peer group median by approximately +201.5 percentage points, far exceeding the 65-percentage-point threshold applicable to a strong-positive-TSR company, so the TSR underperformance trigger does not fire for any director. No director exceeds the four-public-board overboarding limit, no attendance problems were disclosed, no familial relationships exist, and the board discloses a skills matrix and includes multiple designated audit committee financial experts.
Say on Pay
✓ FORCEO
Lynn M. Bamford
Total Comp
$14,135,280
Prior Support
92%%
CEO Lynn M. Bamford received total compensation of approximately $14.1 million in fiscal 2025. Prior Say on Pay support was over 92%, well above the 70% threshold that would require remediation. The pay program is strongly performance-oriented: the majority of CEO pay consists of variable, performance-based elements including an annual cash incentive tied to operating metrics, equity-based performance share units that vest based on multi-year TSR and financial targets, and long-term cash performance units — all with meaningful conditions that can result in zero payout. The company's 3-year total shareholder return of +304% substantially outperforms the peer group median of +103%, confirming that above-benchmark incentive pay is fully aligned with the outstanding shareholder experience. Robust clawback policies, no tax gross-ups, no hedging or pledging, and double-trigger change-in-control provisions reflect sound compensation governance.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Deloitte & Touche LLP is a Big 4 firm fully appropriate for a company of Curtiss-Wright's size and complexity. The proxy filing text provided does not include the auditor fee table, so the non-audit fee ratio cannot be calculated and no fee-ratio trigger fires; auditor tenure is also not disclosed in the available text, so the tenure trigger cannot be confirmed and per policy defaults to FOR. No material restatements are disclosed.
Overall Assessment
The 2026 Curtiss-Wright annual meeting presents a clean ballot with three standard proposals. All nine director nominees receive a FOR determination supported by exceptional stock performance that renders the TSR trigger inapplicable, and the Say on Pay vote also receives a FOR determination based on strong pay-for-performance alignment, a performance-heavy pay mix, and 92% prior-year shareholder support.
Compensation Peer Group
11 companies disclosed in 2026 proxy filing