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.
+Added: 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.
+Added: Accordingly, in making its assessment of internal control over financial reporting as of December 31, 2024, management excluded the internal control activities of the Corporation's current period acquisitions:
+Added: WSC and Ultra Energy.
+Added: The aforementioned acquisitions constituted less than 1% of total net sales and approximately 1% of total assets (excluding acquired intangible assets and goodwill) as of and for the year ended December 31, 2024.
Based on management’s assessment, management believes that as of December 31, 2024, the Corporation’s internal control over financial reporting is effective based on the established criteria.
9 unchanged sentences
Aggregate # of securities to be purchased or sold (3)
−Removed: Christopher Farkas Vice President and Chief Financial Officer Adoption Rule 10b5-1 Trading Arrangement December 14, 2023 March 14, 2024 September 14, 2024 (4)
−Removed: 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
+Added: Christopher Farkas Vice President and Chief Financial Officer Adoption Rule 10b5-1 Trading Arrangement November 5, 2024 (4) May 5, 2025 (5)
+Added: Ogilby Vice President and Corporate Controller Adoption Rule 10b5-1 Trading Arrangement November 7, 2024 (4) May 7, 2025 Up to 290 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.
2 unchanged sentences
The volume of sales is based on pricing triggers outlined in the Rule 10b5-1 Trading Arrangement.
+Added: Transactions under each Rule 10b5-1 Trading Arrangement commence no earlier after the later of (a) 91 days after adoption of the Rule 10b5-1 Trading Arrangement, and (2) the third business day following the public disclosure of the Company’s financial results on Form 10-K for the year ended December 31, 2024.
The aggregate number of shares of common stock to be sold pursuant to Mr.
1 unchanged sentence
(a) 100% of the net after-tax shares received upon the vesting of 2,243 time-based restricted stock units on March 17, 2025;
−Removed: 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.
+Added: and (b) up to 100% of the net after-tax shares of common stock received upon the vesting of 2,956 performance-based restricted stock units (PSUs), which were granted March 17, 2022.
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 2022 – 2024 performance period.
13 unchanged sentences
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."
−Removed: Executive Compensation
−Removed: RECOVERY ANALYSIS OF INCENTIVE-BASED COMPENSATION UNDER THE COMPANY’S DODD-FRANK CLAWBACK POLICY
−Removed: 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.
−Removed: 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”).
−Removed: 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”).
−Removed: 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).
−Removed: 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.
−Removed: The incentive compensation to be recovered is the amount in excess of what would have been paid based on the restated results.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: In accordance with Staff Accounting Bulletin ("SAB") Nos.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The impact of the error on previously reported total net sales and net earnings was inconsequential for the year ended December 31, 2022.
−Removed: 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.
−Removed: The Committee, the Company’s outside legal counsel, and the Committee’s independent compensation consultant Frederic W.
−Removed: Cook & Co., Inc.
−Removed: (“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.
−Removed: Because the Dodd-Frank Clawback Policy only applied to incentive compensation payments received after December 1, 2023, any incentive
−Removed: compensation received prior to such date would not be subject to recoupment under the policy.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The Company performed an analysis assessing the impact of the Immaterial Restatement on its TSR and the payouts associated with its TSR.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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."
Exhibits, Financial Statement Schedule.
22 unchanged sentences
DEF 14A April 5, 2005
−Removed: 10.1 Form of Long Term Incentive Award Agreement, between the Registrant and the executive officers of the Registrant*
−Removed: 10-K March 7, 2006
+Added: 10.1 Form of Restricted Stock Unit Grant Agreement*
+Added: 10.2 Form of Performance Share Plan Grant Agreement*
+Added: 10.3 Form of Cash-Based Performance Unit Grant Agreement*
10.4 Revised Standard Employment Severance Agreement with Senior Management of the Registrant*
22 unchanged sentences
10-Q August 3, 2023
+Added: 10.13 Instrument of Amendment No.
+Added: 3 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated effective January 1, 2019*
10.14 Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective as of January 1, 2015*
71 unchanged sentences
10-K February 21, 2014
−Removed: 10.38 Curtiss-Wright Corporation 2005 Stock Plan for Non-Employee Directors*
−Removed: 14A April 5, 2005
10.41 Amended and Revised Curtiss-Wright Corporation Executive Deferred Compensation Plan, as amended November 2006*
18 unchanged sentences
10-K February 24, 2022
−Removed: 10.47 Restricted Stock Unit Agreement, dated December 16, 2021, by and between the Registrant and Paul J.
−Removed: 10-K February 24, 2022
10.49 Restricted Stock Unit Agreement, dated December 16, 2021, by and between the Registrant and Gary A.
20 unchanged sentences
8-K December 21, 2022
−Removed: 10.59 Fourth Amended and Restated Credit Agreement dated as of October May 17, 2022 among the Company and Certain Subsidiaries of the Company as Borrowers;
+Added: 10.60 Credit Agreement dated as of October May 17, 2022 among the Company and Certain Subsidiaries of the Company as Borrowers;
the Lenders party thereto;
18 unchanged sentences
19.10 Insider Trading Policy
+Added: 10-K February 20, 2024
21.00 Subsidiaries of the Registrant
8 unchanged sentences
97.10 Curtiss-Wright Corporation Dodd-Frank Clawback Policy
+Added: 10-K February 20, 2024
* Indicates contract or compensatory plan or arrangement
40 unchanged sentences
February 13, 2025 By:
−Removed: February 15, 2024 By:
/s/ Glenda J.
8 unchanged sentences
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.