John C. Watts
CURTISS WRIGHTAbout John C. Watts
John C. Watts is Vice President of Strategy and Corporate Development at Curtiss-Wright (CW), serving as an executive officer since May 2022 after roles as VP of Strategy & Communications (2015–2022) and Director/VP of Business Development in the former Controls division (since 2006). He is 55 years old per the company’s FY2024 10-K executive officer roster . During his tenure on the senior team, CW’s three-year TSR ranked in the 94th percentile vs peers, and 2024 incentive metrics hit or neared max: Adjusted Organic Sales Growth 9.3%, Adjusted Operating Income $547M, and Working Capital/Sales 20.8% . In 2024, Watts’ individual ICP rating was 4.0 (150%) for planning and executing strategies to increase organic and inorganic sales growth, consistent with his strategy/M&A remit .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Curtiss‑Wright | VP, Strategy & Corporate Development | May 2022–present | Corporate strategy and M&A oversight; rated 4.0 (150%) for organic/inorganic growth execution in 2024 ICP |
| Curtiss‑Wright | VP, Strategy & Communications | Apr 2015–May 2022 | Enterprise strategy and investor messaging |
| Curtiss‑Wright (former Controls division) | Director and VP, Business Development | Oct 2006–2015 | Segment growth and business development |
External Roles
- Not disclosed.
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $381,000 | $392,731 (actual paid); Base rate increased to $394,500 (+3%) |
| Target Bonus (% of Base) | 50% | 50% |
| ICP Target ($) | $191,500 | $197,250 |
| ICP Payout ($) | $363,276 | $371,816 |
| Perquisites (Auto/Financial Planning/Physical) | $24,305 / $3,540 / $5,555 | $24,110 / $13,215 / $5,519 |
Performance Compensation
2024 Annual Incentive (ICP) – Metrics, Weighting, Results, Payout
| Metric | Weight | Target | Actual | Payout Factor | Component Payout ($) |
|---|---|---|---|---|---|
| Operating Income (Adjusted) | 30% | $522M (plan target) | $547M | 195% | $115,391 |
| Organic Sales Growth | 20% | 5.0% | 9.3% | 200% | $78,900 |
| Working Capital / Sales | 30% | 22.8% | 20.8% | 200% | $118,350 |
| Individual | 20% | 3.0 (100%) | 4.0 | 150% | $59,175 |
| Total | — | — | — | 188% avg (NEOs) | $371,816 |
Notes: ICP target for Watts $197,250 (= 50% of $394,500 base) ; no upward discretion was used .
Long-Term Incentive (LTI) Design and 2024 Grants (Watts)
| Component | Weight | 2024 Grant | Vesting/Performance |
|---|---|---|---|
| PSUs (relative TSR vs peer group) | 40% | 491 target shares; 246/491/982 for thresh/target/max | 3-year performance (2024–2026); 0–200% payout; capped at 100% if absolute TSR negative |
| PUPs (cash units: Sales growth 60% / Adjusted EPS growth 40%) | 30% | $88,763 target | 3-year performance (2024–2026); 0–200% payout |
| RSUs (time-based) | 30% | 368 units | Cliff vest 100% at 3 years (Mar-2027) |
Realized 2022–2024 Performance Cycle (paid Feb 2025)
| Award | Company Result | Payout | Watts’ Payout ($) |
|---|---|---|---|
| PSUs (relative TSR) | TSR at 94th percentile vs peers | 200% of target | Included in stock award vesting; 1,772 shares vested in 2024 overall (all stock awards) |
| PUPs (cash) | Sales growth 8.7%; Adjusted EPS growth 15.7% (80%/120% components) | 200% of target | $166,500 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (2/20/2025) | 6,517 shares; less than 1% of outstanding |
| Included Restricted Shares | Beneficial ownership includes 1,445 time-based restricted shares that vest on a 3-year schedule |
| Outstanding Unvested RSUs (12/31/2024) | 559 ($198,372), 508 ($180,274), 368 ($130,592) market value at $354.87/share |
| Outstanding Unearned PSUs (12/31/2024) | 746 ($264,733), 677 ($240,247), 491 ($174,241) at target; settle in stock based on performance |
| Options (exercisable/unexercisable) | None exercised in 2024; company does not currently grant options under the 2024 Omnibus Plan |
| Insider Vesting Activity (2024) | 1,772 shares vested from stock awards; $409,860 value |
| ESPP Participation (2024) | Purchased 49 shares at 15% discount (max plan contribution) |
| Ownership Guidelines | CEO 5x salary; NEOs reporting to CEO 3x; other NEOs 2x; 50% mandatory net-share hold until met |
| Hedging/Pledging | Prohibited for all employees and directors; no pledging permitted under the 2024 Omnibus Plan |
| Clawback | Dodd-Frank compliant clawback for Section 16 officers; “no fault” recovery on restatements |
Employment Terms
| Provision | Watts |
|---|---|
| Employment Agreement | At-will (no fixed-term employment contract) |
| Severance (no CIC) | One year base salary + annual target bonus; health/welfare benefits for minimum one year; must provide consulting services and agree to 12-month non-compete; similar benefits for qualifying voluntary retirement or material adverse job change |
| Change-in-Control (CIC) | Double-trigger; 2.5x (salary + greater of target bonus or prior-year ICP) in lump sum within 10 days; continued benefits 2–3 years; standard “cause” and “good reason” definitions |
| Potential Payments (12/31/2024 scenarios) | Retirement/Voluntary: $1,056,181; For Cause: $422,614; Without Cause: $1,755,284; CIC Termination: $3,421,309; Death: $1,945,734 |
| Pension (Present Value @ 12/31/2024) | Qualified Plan: $747,271; Non-Qualified Restoration Plan: $853,357; 18 years credited service |
| Deferred Compensation | No executive deferrals elected by Watts in 2024 |
Compensation Structure Analysis
- Mix and alignment: Watts’ pay remains heavily performance-weighted via ICP and 3-year LTI (TSR PSUs; Sales/EPS PUPs; RSUs), with 2024 ICP paid in line with near-max corporate results and strong individual execution on growth objectives .
- Plan rigor: 2024 ICP targets required OI $522M, OSG 5.0%, WC 22.8%; results exceeded, generating 195–200% component factors; 2025 ICP shifts to operating margin from operating income (still WC/OSG/Individual) .
- Governance safeguards: No hedging/pledging, robust clawback, double-trigger CIC, and no stock option repricing; say‑on‑pay approval exceeded 92% in 2024, indicating investor support of the program .
- Retention and selling pressure: Unvested RSUs/PSUs and ESPP ownership, plus 50% mandatory hold on net shares until guidelines are met, mitigate near-term selling pressure despite annual vesting events (1,772 shares vested in 2024) .
Performance & Track Record
- Corporate outcomes used for pay: 2024 Adjusted OI $547M, OSG 9.3%, WC/Sales 20.8%; 3-year TSR at the 94th percentile, driving 200% PSU and PUP payouts for the 2022–2024 cycle .
- Role-linked execution: Watts’ 2024 individual ICP score was 4.0 (150%) for planning and executing strategies to increase organic and inorganic sales growth, consistent with enterprise growth strategy oversight .
Risk Indicators & Red Flags
- Related-party/pledging: No related-person transactions >$120k in 2024; pledging prohibited .
- Tax gross-ups: No CIC tax gross-ups; double-trigger equity vesting; no option repricing/backdating .
- Clawbacks and ownership: Dodd‑Frank clawback in force; rigorous ownership guidelines with hold‑until‑met policy .
Equity Ownership & Alignment (Detail)
| Category | Shares/Units | Market/Value Basis |
|---|---|---|
| Beneficial ownership | 6,517 (<1% of outstanding) | — |
| Time-based restricted shares (included in beneficial) | 1,445 | Vests on 3-year schedule |
| Unvested RSUs (12/31/2024) | 559 / 508 / 368 | $198,372 / $180,274 / $130,592 at $354.87/sh |
| Unearned PSUs (12/31/2024) | 746 / 677 / 491 (target) | $264,733 / $240,247 / $174,241 at $354.87/sh |
| Options outstanding | 0 exercised in 2024 ; company not currently granting options | — |
| ESPP shares purchased (2024) | 49 | 15% discount plan |
Employment & Contracts (Detail)
| Clause | Summary |
|---|---|
| Severance (non‑CIC) | One year salary + target bonus; one year benefits; 12‑month non‑compete; consulting and release conditions |
| CIC | Double trigger; 2.5x salary+bonus; benefits 2–3 years; protective definitions of cause/good reason; annual renewal |
| Potential payouts (Watts) | Retirement/Voluntary $1,056,181; For Cause $422,614; Without Cause $1,755,284; CIC $3,421,309; Death $1,945,734 (12/31/2024) |
Investment Implications
- Strong pay-for-performance gearing: Maximum payouts on multi-year PSUs/PUPs reflect top-decile TSR and above-target operating results; ongoing use of TSR, sales growth, EPS growth, and WC disciplines aligns incentives with value creation .
- Low alignment risk: Mandatory hold-until-met ownership rules, anti-hedging/pledging, and clawback reduce misalignment and tail risks; no CIC tax gross-ups and double-trigger vesting guard against windfalls .
- Retention balanced with flexibility: Material unvested equity (RSUs/PSUs) and market-competitive severance/CIC protections support retention for a strategy/M&A leader while preserving at‑will flexibility; potential payout sizes under CIC are meaningful but within market norms for senior NEOs .
- Near-term trading dynamics: Annual vesting (1,772 shares in 2024) can create mechanical selling for taxes, but 50% net share hold and guidelines temper selling pressure; no options outstanding reduces option‑driven sell incentives .