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Item 9A. Controls and Procedures

2024-02-20 compared with 2023-02-22 · 82 added, 15 removed, 254 unchanged (28% of the section changed)

9 unchanged sentences

In making this assessment, the Corporation’s management used the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

However, under guidelines established by the SEC, companies are allowed to exclude acquired businesses from management's report on internal control over financial reporting for the first year subsequent to acquisition.

Accordingly, in making its assessment of internal control over financial reporting as of December 31, 2022, management excluded the internal control activities of the Corporation's current period acquisitions:

Keronite and arresting systems acquisition.

The aforementioned acquisitions constituted approximat ely 2% of total net sales and 3% of total assets (excluding acquired intangible assets and goodwill) as of and for the year ended December 31, 2022.

Based on management’s assessment, management believes that as of December 31, 2023, the Corporation’s internal control over financial reporting is effective based on the established criteria.

4 unchanged sentences

Other Information.

(b) Insider Adoption or Termination of Trading Arrangements

During the three-months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K, except as described in the table below:

Name Title Action Character of Trading Arrangement (1)

Adoption Date Earliest Sale Date Expiration Date (2)

Aggregate # of securities to be purchased or sold (3)

Christopher Farkas Vice President and Chief Financial Officer Adoption Rule 10b5-1 Trading Arrangement December 14, 2023 March 14, 2024 September 14, 2024 (4)

Ferdenzi Vice President, General Counsel, and Corporate Secretary Adoption Rule 10b5-1 Trading Arrangement December 13, 2023 March 12, 2024 December 31, 2024 Up to 5000 shares to be sold

Except as indicated by footnote, each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended.

The Rule 10b5-1 trading arrangements permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales, (b) the date listed in the table, or (c) such date the trading arrangement is otherwise terminated according to its terms.

The trading arrangements also provide for automatic expiration in the event of death, dissolution, bankruptcy, or insolvency of the adopting person.

The volume of sales is based on pricing triggers outlined in the Rule 10b5-1 Trading Arrangement.

The aggregate number of shares of common stock to be sold pursuant to Mr.

Farkas's Rule 10b5-1 Trading Arrangement include:

(a) 100% of the net after-tax shares received upon the vesting of 1,805 time-based restricted stock units on March 18, 2024;

and (b) 100% of the net after-tax shares of common stock received upon the vesting of 2,371 performance-based restricted stock units (PSUs), which were granted March 18, 2021.

The number of shares granted is at target and the number of shares that will be earned will depend on Company total shareholder return relative to its peer group for the 2021 – 2023 performance period.

PSUs may be earned up to 200% of grant.

PSUs will be earned as common stock in early 2024.

For more information, see the “Compensation Discussion and Analysis” section in our most recent proxy statement, which was filed with the SEC on March 24, 2023.

In addition, the actual number of shares that will be released to Mr.

Farkas in connection with the PSUs and sold under the Rule 10b5-1 Trading Arrangement will be net of the number of shares withheld to satisfy tax withholding obligations arising from the vesting of such shares and is not yet determinable.

Each of the 10b5-1 Trading Arrangements in the above table included a representation from the officer to the broker administering the plan that such individual (i) was not in possession of any material nonpublic information regarding the Company or the securities subject to the plan and (ii) the plan was entered into good faith and not as part of a plan or scheme to evade securities law.

A similar representation was made to the Company in connection with the adoption of the plan.

Those representations were made as of the date of adoption of the 10b5-1 plan and speak only as of that date.

In making those representations, there is no assurance with respect to any material nonpublic information of which the officer was unaware, or with respect to any material nonpublic information acquired by the officer or the Company after the date of the representation.

Actual sale transactions will be disclosed publicly through Form 144 and Form 4 filings with the SEC, as required.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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The information required by Items 10, 11, 12, 13, and 14 of Part III of this Annual Report on Form 10-K, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the annual meeting of stockholders to be held on May 2, 2024 which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

Information required by Item 401(b) of

Regulation S-K is included in Part I of this report under the caption "Executive Officers" and information required by Item 201(d) of Regulation S-K is included in Part II of this report under the caption "Securities Authorized For Issuance Under Equity Compensation Plans."

Information required by Item 401(b) of Regulation S-K is included in Part I of this report under the caption "Executive Officers" and information required by Item 201(d) of Regulation S-K is included in Part II of this report under the caption "Securities Authorized For Issuance Under Equity Compensation Plans."

Executive Compensation

RECOVERY ANALYSIS OF INCENTIVE-BASED COMPENSATION UNDER THE COMPANY’S DODD-FRANK CLAWBACK POLICY

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

In September 2023, the Executive Compensation Committee of the Board of Directors of the Company (the “Committee”) adopted a separate executive incentive compensation clawback policy to comply with the requirements of the Dodd-Frank Walls Street Reform and Consumer Protection Act of 2010, as implemented by New York Stock Exchange listing standards and the SEC’s rules and regulation, which applies to current and certain former Section 16 executive officers (the “Dodd-Frank Clawback Policy”).

The Dodd-Frank Clawback Policy requires the Company to recover certain cash or equity-based incentive compensation payments or awards made or granted to such executive officers in the event the Company is required to prepare an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (an “Accounting Restatement”).

The Dodd-Frank Clawback Policy covers cash or equity-based compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Company financial reporting measure (including stock price or total shareholder return).

Recovery under the Dodd-Frank Clawback Policy applies to incentive compensation subject to the policy that is received (i) on or after December 1, 2023, (ii) by a person after such individual became an executive officer, and (iii) during the three completed fiscal years immediately preceding the date on which the Company is required to prepare the Accounting Restatement.

The incentive compensation to be recovered is the amount in excess of what would have been paid based on the restated results.

Recovery will be required on a “no fault” basis, without regard to whether any misconduct occurred and without regard to whether an executive officer was responsible for the erroneous financial statements.

Furthermore, under the Dodd-Frank Clawback Policy, the Company is prohibited from indemnifying any executive officer or former executive officer against the loss of erroneously awarded incentive-based compensation.

During the third quarter of 2023, the Company identified an error related to a single long-term contract within a subsidiary of its Naval & Power segment.

The error primarily impacted 2020 and 2021, whereby certain events occurring during the pandemic, including constructive changes to the contract as well as labor inefficiencies and hiring delays due to a facility relocation, were not reflected in the contract’s estimated costs of completion.

In accordance with Staff Accounting Bulletin ("SAB") Nos.

99 and 108, the Company evaluated this error and, based on an analysis of quantitative and qualitative factors, determined that it was not material to any one of the prior reporting periods affected and, therefore, amendment of previously filed reports with the Securities and Exchange Commission was not required.

However, if the adjustment to correct the cumulative effect of the aforementioned error had been recorded in the three and nine months ended September 30, 2023, the impact would have been qualitatively material to the Condensed Consolidated Statements of Earnings of the Company for those respective periods.

Therefore, in accordance with SAB 108, the Company revised the applicable prior period financial statements included within its quarterly report on Form 10-Q for the third quarter ended September 30, 2023, as summarized below.

The net impact of the error resulted in an overstatement of previously reported total net sales and net earnings of approximately $ 5 million and $ 4 million, respectively, for the year ended December 31, 2021, and an overstatement of previously reported total net sales and net earnings of approximately $ 8 million and $ 7 million, respectively, for the year ended December 31, 2020.

The impact of the error on previously reported total net sales and net earnings was inconsequential for the year ended December 31, 2022.

The Company revised its consolidated financial statements as of December 31, 2022 and for the year ended December 31, 2021 in this Form 10-K.

The Committee, the Company’s outside legal counsel, and the Committee’s independent compensation consultant Frederic W.

Cook & Co., Inc.

(“FW Cook”) performed an analysis of the impact that the immaterial restatement discussed immediately above (the “Immaterial Restatement”) had on the Company’s past and future payouts under its incentive compensation plans, and whether recovery of such incentive compensation payouts is required under its Dodd-Frank Clawback Policy.

Because the Dodd-Frank Clawback Policy only applied to incentive compensation payments received after December 1, 2023, any incentive

compensation received prior to such date would not be subject to recoupment under the policy.

Accordingly, only annual and long-term incentive compensation received in early 2024 under the Company’s incentive compensation plan (ICP) and long-term incentive compensation plan (LTIP) for financial performance of the Company against pre-established financial performance measures for the 2023 performance period (ICP) and 2021 – 2023 performance period (LTIP), would be subject to the policy.

As noted above, the Committee determined that since the Immaterial Restatement did not impact the 2023 performance period (only impacting prior year periods 2020 through 2022), the receipt of annual incentive compensation under the ICP in early 2024 was not required to be recovered under the Dodd-Frank Clawback Policy.

With respect to the receipt of LTIP, the payment of cash-based performance units (PUPs) in early 2024 was based on Company performance against pre-established financial performance measures for the 2021 – 2023 performance period.

Based on Company financial performance resulting from the Immaterial Restatement against its performance targets during such performance period, it was determined that Company performance would have resulted in a maximum payout against target with or without the Immaterial Restatement.

Therefore, because payment of PUPs was at maximum with giving effect to the Immaterial Restatement, no excess incentive compensation was received by the Section 16 executive officers based on the Immaterial Restatement, and therefore, no recovery was required under the Dodd-Frank Clawback Policy.

The receipt of performance share units (PSUs) under the LTIP in early 2024 was based on Company total shareholder return (TSR) relative to its peer group for the 2021 – 2023 performance period.

The Company performed an analysis assessing the impact of the Immaterial Restatement on its TSR and the payouts associated with its TSR.

After reviewing the relatively minor financial impacts to 2021 and 2022 performance the Committee reasonably estimated that the Immaterial Restatement was immaterial to the overall financial results of the Company during this period, and reasonably concluded that the restated financials resulting from the Immaterial Restatement would not have impacted the Company’s TSR and PSU payouts.

Additionally, the Committee, after advice from the Company’s outside legal counsel and FW Cook, determined that the payouts would have been 200% of target regardless due to the high levels of Company financial performance even as restated.

Therefore, because payment of PSUs was 200% of target without giving effect to the Immaterial Restatement, no excess PSUs were received by the Section 16 executive officers based on the Immaterial Restatement, and therefore, no recovery was required under the Dodd-Frank Clawback Policy.

Finally, a recovery analysis was also performed under the Company’s general employee incentive compensation recoupment policy discussed above, which has a one-year look back period.

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

Exhibits, Financial Statement Schedule.

21 unchanged sentences

4.2 Description of Registrant’s Securities

DEF 14A May 24, 2005

DEF 14A April 5, 2005

10.1 Form of Long Term Incentive Award Agreement, between the Registrant and the executive officers of the Registrant*

21 unchanged sentences

10-K February 24, 2022

10.1 Instrument of Amendment No.

2 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated effective January 1, 2019*

10-Q August 3, 2023

10.11 Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective as of January 1, 2015*

47 unchanged sentences

16 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*

10-K February 22, 2023

10.28 Instrument of Amendment No.

17 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*

10-Q August 3, 2023

10.29 Curtiss-Wright Corporation 2014 Omnibus Incentive Plan*

35 unchanged sentences

14A March 23, 2018

10.43 Incentive Compensation Plan, as amended November 15, 2010 *

10.45 Curtiss-Wright Corporation Incentive Compensation Plan, as amended February 14, 2023 *

14A March 24, 2023

10.44 Restricted Stock Unit Agreement, dated February 6, 2019, by and between the Registrant and Lynn M.

10-K February 24, 2022

10.45 Restricted Stock Unit Agreement, dated February 6, 2019, by and between the Registrant and Kevin M.

10-K February 24, 2022

10.46 Restricted Stock Unit Agreement, dated December 16, 2021, by and between the Registrant and K.

33 unchanged sentences

and JPMorgan Chase Bank, N.A., and Wells Fargo, N.A., as Syndication Agents;

and Citizens Bank, N.A., as Documentation Agents 8-K May 18, 2022

and Citizens Bank, N.A., as Documentation Agents

8-K May 18, 2022

10.60 Note Purchase Agreement between the Registrant and certain Institutional Investors, dated August 13, 2020

5 unchanged sentences

10.63 Note Purchase Agreement between the Registrant and certain Institutional Investors, dated October 27, 2022

10-K February 22, 2023

10.64 Restrictive Legends on Notes subject to Note Purchase Agreement between the Registrant and certain Institutional Investors, dated October 27, 2022

10-K February 22, 2023

19.10 Insider Trading Policy

21.00 Subsidiaries of the Registrant

7 unchanged sentences

Christopher Farkas, Chief Financial Officer, Pursuant to 18 U.S.C.

97.10 Curtiss-Wright Corporation Dodd-Frank Clawback Policy

* Indicates contract or compensatory plan or arrangement

26 unchanged sentences

(1) Primarily foreign currency translation adjustments.

(2) $ 3.8 million relates to net operating losses reclassified as held for sale.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

13 unchanged sentences

February 15, 2024 By:

February 22, 2023 By:

/s/ Glenda J.

2 unchanged sentences

February 15, 2024 By:

/s/ William F.

February 15, 2024 By:

1 unchanged sentence

February 15, 2024 By:

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures