Slide 1: Curtiss-Wright Say on Pay Presentation
Exhibit 99.2 Curtiss-Wright Say on Pay Presentation October 2011
Slide 2: Purpose of Visit – We Hear Our Shareholders!
Purpose of Visit – We Hear Our Shareholders! In April 2011, our shareholders voted “Against” Curtiss- Wright’s (CW) “Say on Pay” proposal. Over the past few months, Management, the Executive Compensation Committee (ECC), and our compensation consultants have worked together to develop pay program ch
Slide 3: Our Response
Our Response What Does Our New Pay Design Include: Compensation philosophy to target pay at 50th percentile (P50) for selected peer group Named Executive Officers (NEOs) will have Short-Term Incentive plan (STI) and Long-Term Incentive plan (LTI) targets reduced for 2012, and further adjusted over t
Slide 4: Compensation Philosophy
Compensation Philosophy Concern: CW’s P75 incentive compensation philosophy caused overpayment for average performance. CW Response: Our CEO pay strategy will shift to 50th percentile (best practice) effective immediately. CEO annual and long-term incentive targets are to be reduced immediately to P
Slide 5: CEO Pay Levels
CEO Pay Levels Concern: CEO pay levels are too high compared to similarly sized peers CW Response: Reduced 2012 LTI Target to 285% from 375% LTI performance cash payout for 2009-2011 will drop significantly, to approximately 28% of target consistent with shareholder returns. Target CEO TDC will be r
Slide 6: Linkage Between Total Shareholder Return & CEO Pay
Linkage Between Total Shareholder Return & CEO Pay Concern: Increase in CEO pay vs. company performance measured by relative TSR CW Response: Relative TSR will now make up 30% of the long term incentive plan CEO pay (ISS defined table) is estimated to drop approximately 33% for 2011 compared to 2010
Slide 7: Short Term Incentive Plan Design
Short Term Incentive Plan Design Concerns: Substantial weight on individual goals; Significant use of discretion to determine individual rating; Threshold and maximum performance goals are not disclosed. CW Response: CW will provide better disclosure in Compensation Discussion & Analysis (CD&A) with
Slide 8: Long Term Incentive Plan Design
Long Term Incentive Plan Design Concerns: Too Many Long Term Incentive Plan Elements and the Use of Two Performance Plan Elements CW Response: CW will reduce number of LTI plan elements to 3 by eliminating the use of Stock Options starting with November 2011 grants CW will continue to use two perfor
Slide 9: Additional Issues
Additional Issues Concern: CEO change in control agreement includes single-trigger (“walk away right”) CW Response: CEO to voluntarily forfeit his single trigger or walk away right protection effective immediately. 9
Slide 10: Additional Issues
Additional Issues Concern: Company’s use of equity awards exceeded a burn rate of 3% CW Response: Elimination of the use of Stock Options in NEO and Key Employee Long Term Incentive grants. Reduces burn rate to below 2% CW will make a commitment to keep burn rate within the acceptable range in the f
Slide 11: Additional Issues
Additional Issues Concern: No minimum vesting schedule for Restricted Stock Units. CW Response: Make commitment in CD&A to a minimum vesting schedule of three years. Concern: Use of Change in Control Agreements with Excise Tax Gross-Up Arrangement. CW Response: Make commitment in CD&A to no longer i
Slide 12: Peer Group
Peer Group Implemented a new peer group comprised of 30 related companies of similar size and the following characteristics: Peer Group will be used to evaluate relative performance for STI and LTI plans The Peer Group, along with relative market survey data for companies similarly sized to Curtiss-
Slide 13: Members of our Peer Group
Members of our Peer Group AAR Corp. Kaman Corporation Actuant Corporation. Moog Inc. Applied Industrial Technologies, Inc. MTS Systems Corp Barnes Group Inc. Mueller Water Products, Inc. BE Aerospace Inc. Newport Corp CIRCOR International, Inc. Orbital Sciences Corp Crane Co. Parker Hannifin Corpora
Slide 14: Enhanced Disclosure
Enhanced Disclosure Provide full disclosure of changes on Form 8-K Provide more detailed disclosure of performance share payout in Form 10-K Post Committee’s compensation philosophy on the Company’s website for investor relations Provide enhanced disclosure for all incentive payout calculations and
Slide 15: Moving Forward at Curtiss-Wright
Moving Forward at Curtiss-Wright Pay for Performance will be Focus of Curtiss-Wright’s Compensation Philosophy and Plan Design. We will accomplish this by: Change compensation philosophy to target pay at 50th percentile (P50) for selected peer group Adjust CEO’s incentive targets to P50 immediately