George P. McDonald
CURTISS WRIGHTAbout George P. McDonald
Vice President, General Counsel, and Corporate Secretary of Curtiss-Wright Corporation (effective November 13, 2024), promoted as part of formal succession planning after serving as Deputy General Counsel since May 2024 and Associate General Counsel since February 1999 . He has led legal support for major acquisitions and corporate transactions and played a key role in acquisition due diligence; prior to CW he practiced commercial litigation and securities arbitration at Lane & Mittendorf, LLP . Education: B.A. in Philosophy and Mathematics (St. John’s College, Annapolis, MD) and J.D. (Villanova University School of Law) . Company performance context for incentive alignment: three-year TSR at the 94th percentile vs peer group, 2024 adjusted organic sales growth 9.3%, adjusted operating income $547 million, working capital at 20.8% of sales .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Curtiss-Wright Corporation | Associate General Counsel (Flow Control Division legal matters) | Feb 1999–May 2024 | Supported numerous corporate transactions; key role in acquisition due diligence |
| Curtiss-Wright Corporation | Chief Legal Officer to Industrial and Nuclear Divisions | Since 2015 | Advised senior management on significant acquisitions and corporate transactions |
| Curtiss-Wright Corporation | Deputy General Counsel | May 2024–Nov 2024 | Enabled smooth succession to General Counsel; continued leadership of corporate legal matters |
| Curtiss-Wright Corporation | Vice President, General Counsel, and Corporate Secretary | From Nov 13, 2024 | Corporate officer overseeing legal and corporate secretary functions; reports to CEO |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lane & Mittendorf, LLP | Attorney (commercial litigation and securities arbitration) | Until Feb 1999 | Litigation/arbitration expertise preceding corporate legal leadership |
Fixed Compensation
- Specific 2024–2025 base salary, target bonus %, and actual bonus for Mr. McDonald are not disclosed in the 2025 proxy or 8-K. CW’s NEO framework (context): 2024 target bonus mix is 80% financial metrics and 20% individual objectives . Stock ownership and pay practices include robust clawbacks and no tax gross-ups on CIC benefits .
Performance Compensation
- Annual Incentive Plan design (company-wide for NEOs; Mr. McDonald’s specific targets not disclosed):
- 80% tied to financials (Operating Income, Organic Sales Growth, Working Capital), 20% tied to individual objectives .
- Long-Term Incentive Plan (2024 grants for NEOs; mix continues in 2025; applies broadly to senior executives):
- PSUs (40%) – 3-year relative TSR vs peer group; payout: 0–200% of target; capped at 100% if absolute TSR negative .
- Cash-based Performance Units (PUPs) (30%) – 3-year average total sales growth (60%) and adjusted EPS growth (40%); payout: 0–200% .
- RSUs (30%) – cliff vest 100% on 3rd anniversary .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Operating Income (Adjusted) | 30% | Committee-set; disclosed annually | $547 million (FY2024) | Contributed to above-target NEO bonuses (avg 188% of target) | Annual plan payout following year-end |
| Organic Sales Growth | 20% | Committee-set | 9.3% (FY2024) | Contributed to above-target NEO bonuses (avg 188% of target) | Annual plan payout following year-end |
| Working Capital (% of Sales) | 30% | Committee-set | 20.8% (FY2024) | Contributed to above-target NEO bonuses (avg 188% of target) | Annual plan payout following year-end |
| PSUs (Relative TSR) | 40% | 50th percentile = 100% | 94th percentile (2012–2024 TSR period) | 200% of target (2022–2024 payout) | Vests after 3-year performance period |
| PUPs (Sales/EPS Growth) | 30% | Threshold 3%/5%; Target 5%/7%; Max 7%/9% | 8.7% sales; 15.7% adj EPS (2022–2024) | 200% of target (80% EPS + 120% sales components) | Cash payout after 3-year period |
| RSUs (Time-based) | 30% | N/A | N/A | N/A | 100% cliff vest at 3 years |
Equity Ownership & Alignment
| Policy | Detail |
|---|---|
| Executive Stock Ownership Guidelines | CEO: 5x salary; NEOs reporting to CEO: 3x salary; other NEOs: 2x salary |
| Holding Requirement | Mandatory 50% hold of net shares from vested/exercised awards until guidelines are met; no fixed timeframe to comply |
| Anti-Hedging & Anti-Pledging | No short sales, hedging, or pledging permitted |
| Beneficial Ownership | Mr. McDonald is not listed among directors or 2024 NEOs in the beneficial ownership table; group holdings cover 16 persons with 205,492 shares, <1% of 37,703,216 SO . |
Note: Mr. McDonald’s personal share ownership (vested/unvested, options, pledging) is not disclosed in the 2025 proxy.
Employment Terms
| Agreement Type | Key Terms |
|---|---|
| Severance Agreements (At-will; NEOs) | CEO: 2x base salary + target bonus; CFO/COO/VPs: 1x base salary + target bonus; benefits continue for at least 1 year; includes 12-month non-compete, consulting obligations, and release; option to receive severance over two years |
| Change-in-Control (CIC) Agreements (NEOs) | CEO: 3x; CFO/COO/VPs: 2.5x base + greater of target bonus or prior year bonus; lump sum within 10 days post-termination; benefits continue for 2–3 years; double trigger equity vesting under LTIP; no tax gross-ups |
| Clawbacks | Incentive compensation recoupment for materially inaccurate financials/performance metrics; Dodd-Frank clawback for Section 16 officers on certain restatements |
Mr. McDonald’s specific severance/CIC arrangements are not disclosed; company practice shows no NEO employment agreements and double-trigger equity vesting under CIC .
Performance & Track Record
| Measure | Period | Value |
|---|---|---|
| Three-Year TSR Percentile vs Peer Group | 1/1/2022–12/31/2024 | 94th percentile |
| Adjusted Organic Sales Growth | FY2024 | 9.3% |
| Adjusted Operating Income | FY2024 | $547 million |
| Working Capital as % of Sales | FY2024 | 20.8% |
| NEO Annual Incentive Payouts | FY2024 | Average ~188% of target |
| PSU Payout (2012–2024 Period) | 2022–2024 | 200% of target |
| PUP Payout (Sales/EPS growth) | 2022–2024 | 200% of target (8.7% sales; 15.7% adj EPS) |
Governance and Compensation Committee
- FW Cook served as the independent compensation consultant in 2024; Committee assessed and affirmed independence and lack of conflicts .
- Executive Compensation Committee oversees incentive design, metrics, risk mitigation, and pay-for-performance alignment; robust practices include caps on payouts, balanced measures, clawbacks, ownership requirements, and prohibition of hedging/pledging .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval exceeded 92%, supporting CW’s pay-for-performance program .
Risk Indicators & Related Parties
- Anti-hedging/pledging policies in place for executives .
- No related party transactions >$120,000 involving directors/executive officers in 2024; no proceedings adverse to the Company involving directors/executive officers in 2024 .
Investment Implications
- Alignment: As VP, GC, and Corporate Secretary, McDonald operates under strict ownership guidelines (3x salary if reporting to CEO) and a 50% mandatory hold on vested equity, which mitigates short-term selling pressure and aligns with shareholder outcomes . Incentive structures emphasize multi-year TSR, sales growth, and EPS growth, with historically strong company performance yielding maximum payouts—positive for retention and continuity in legal leadership supporting M&A execution .
- Retention risk: While his individual severance/CIC agreements are not disclosed, company-wide policies feature double-trigger equity vesting, non-compete obligations, and no tax gross-ups—balanced retention without excessive entrenchment .
- Trading signals: Anti-hedging/pledging and ownership hold requirements reduce risk of opportunistic sales; absent Form 4 data in the proxy, there is no disclosed insider selling activity to infer pressure. Continual maximum payouts on LTIP metrics indicate strong pay-performance linkage and potential ongoing vesting events, but sales would be constrained until ownership thresholds are met .
- Execution: McDonald’s track record in acquisitions and due diligence suggests continued support for disciplined capital deployment and transaction execution, a lever for value creation in CW’s strategy .