Lynn M. Bamford
CURTISS WRIGHTAbout Lynn M. Bamford
Lynn M. Bamford is Chair and Chief Executive Officer of Curtiss-Wright (CW), serving as CEO since January 1, 2021 and Chair since May 2022; she joined CW in 2004 and has held successive leadership roles across Defense Solutions and Nuclear, and as President of the former Defense and Power segments . Age 61; no other public company directorships; she is the sole management director on CW’s 9‑member board (8 independent) and is not independent due to her current executive role . Under her tenure, CW’s 3‑year TSR ranked in the 94th percentile vs the peer group through 12/31/2024, with 2024 performance of 9.3% adjusted organic sales growth, $547M adjusted operating income, and working capital at 20.8% of sales, supporting above-target incentive payouts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Curtiss-Wright | Chair of the Board | 2022–present | Unified leadership with Lead Independent Director structure; board sees combined Chair/CEO as best fit given experience . |
| Curtiss-Wright | Chief Executive Officer | 2021–present | Pivot to growth, strong TSR (94th percentile, 2022–2024), above-target ST/LT incentive outcomes . |
| Curtiss-Wright | President (company) | 2021–2022 | Transition period while assuming CEO responsibilities . |
| Curtiss-Wright | President, Defense and Power Segments | 2020 | Growth in segments cited as qualification for board . |
| Curtiss-Wright | SVP/GM, Defense Solutions & Nuclear; Defense Solutions | 2013–2019 | Deepened domain leadership across key A&D end markets . |
| Curtiss-Wright | VP roles in Controls/Embedded Computing | 2004+ | Built product and P&L experience after joining CW . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No current public company board service disclosed . |
Fixed Compensation
- Pay mix emphasizes “at risk” compensation; CEO target pay historically ~65% performance-based, with LTIP at 475% of salary in 2024 (up from 430% in 2023), and annual bonus target at 120% of salary .
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $917,692 | $989,231 | $1,042,308 |
| Non-Equity Incentive Plan (Annual Bonus Paid) | $843,975 | $2,252,400 | $2,387,700 |
| Stock Awards – PSUs (grant-date fair value) | $1,394,984 | $1,720,000 | $1,995,000 |
| Stock Awards – RSUs (grant-date fair value) | $1,046,275 | $1,290,000 | $1,496,250 |
| Long-Term Plan (Cash PUPs paid) | $111,228 | $1,402,500 | $2,092,500 |
| Change in Pension Value & NQDC Earnings | $110,837 | $864,041 | $2,526,668 |
| All Other Compensation | $37,707 | $44,139 | $45,483 |
| Total | $4,462,698 | $8,562,311 | $11,585,909 |
Notes:
- 2024 base salary increased 5% to $1,050,000; pro-rata salary paid was $1,042,308 .
- Director fees are not paid to the CEO; she is not compensated for board service .
Performance Compensation
- Annual Incentive Plan (ICP): 80% corporate metrics (Operating Income, Organic Sales Growth, Working Capital % of Sales), 20% individual goals; no upward discretion; max 200% of target; 2025 design changes OI to operating margin, weights unchanged .
- LTIP mix: 40% PSUs (3‑yr relative TSR vs peer group), 30% cash PUPs (3‑yr total sales growth and adjusted EPS growth), 30% RSUs (3‑yr cliff) .
| 2024 AIP Metric | Weight | Target | Actual | Payout Factor |
|---|---|---|---|---|
| Operating Income (Adjusted) | 30% | $522.0M | $547M | 195% |
| Organic Sales Growth | 20% | 5.0% | 9.3% | 200% |
| Working Capital % of Sales | 30% | 22.8% | 20.8% | 200% |
| Individual Objectives (CEO) | 20% | 3.0 rating=100% | 4.1 rating | 155% |
- Result: CEO annual incentive paid at $2,387,700 (component payouts: OI $737,100; OSG $504,000; WC $756,000; Individual $390,600) .
- LTIP 2022–2024 outcomes: PSUs paid at 200% based on TSR at 94th percentile; cash PUPs paid at 200% based on total sales growth (8.7%) and adjusted EPS growth (15.7%) vs targets; CEO PUP payout $2,092,500 .
Equity Ownership & Alignment
- Beneficial ownership: 59,896 shares as of 2/20/2025; <1% of shares outstanding .
- Anti-hedging and anti-pledging policies apply to all directors and employees; pledging company stock is prohibited under the 2024 Omnibus Plan and company policy .
- Stock ownership guidelines: CEO 5x salary; 50% mandatory hold of net after-tax shares until guideline met; no dividends paid on unvested/unearned performance awards .
| Item | Detail |
|---|---|
| Outstanding RSUs (unvested) | 7,030; 7,600; 6,209 shares (values reflect grants in 2022, 2023, 2024 respectively; RSUs cliff vest in 3 years) . |
| Outstanding PSUs (target) | 9,373 (2022 grant, performance period ended 12/31/2024), 10,134 (2023–2025), 8,279 (2024–2026); payout 0–200% based on relative TSR; capped at 100% if absolute TSR negative . |
| 2024 Grants (CEO) | PSUs grant date 3/14/2024: target 8,279 (threshold 4,140; max 16,558); RSUs 6,209; Cash PUP target value $1,496,250 . |
| 2024 Vested Stock | 30,089 shares vested (aggregate stock awards) for CEO in 2024 . |
| ESPP | CEO purchased 86 shares in 2024 under the employee stock purchase plan . |
Vesting schedule (indicative for planning/liquidity):
- RSUs vest 3 years from grant (e.g., 3/14/2024 grant vests 3/2027); PSUs 3‑year performance periods (e.g., 2024–2026 PSUs pay early 2027 subject to metrics) .
Employment Terms
- At‑will severance: If involuntarily terminated without cause (or qualifying resignation), CEO receives 2x base salary plus annual target bonus, plus continued health/welfare benefits for at least 1 year; consulting, release, non‑compete (12 months) conditions apply .
- Change‑in‑Control (CIC): Double trigger required; CEO receives 3x (base salary + greater of target annual incentive for year of termination or last annual incentive paid), lump sum within 10 days post-termination; continuation of certain benefits 2–3 years; strict definitions of “cause” and “good reason” .
- Clawbacks: General recoupment policy for materially inaccurate financials/performance metrics and Dodd‑Frank compliant clawback for Section 16 officers on a no‑fault basis for 3 completed fiscal years preceding an accounting restatement .
- Non‑compete/Non‑solicit: Non‑compete covenant embedded in severance terms (12 months) .
- Deferred compensation: CEO deferred $939,442 in 2024; plan earned 6.66% interest in 2024; year-end balance $2,770,581 .
- Pension/SERP (Restoration): Present value at 12/31/2024—Qualified plan: $1,065,571; Restoration plan: $6,768,326 .
| Potential Post‑Employment Payments (12/31/2024 scenarios) | CEO Amount |
|---|---|
| Retirement/Voluntary | $10,009,520 |
| Termination for Cause | $726,878 |
| Termination Without Cause | $15,169,708 |
| CIC Termination (Double Trigger) | $24,856,118 |
| Death | $13,531,088 |
Board Governance
- Roles: Chair and CEO since 2022; Lead Independent Director (R.J. Rivet) presides over executive sessions and coordinates independent director activities .
- Committees: All committees (Audit, Executive Compensation, Directors & Governance, Finance) are 100% independent; CEO is not a member of board committees .
- Attendance: In 2024, the board held 8 meetings; no director attended less than 75% of meetings; CEO attended the 2024 annual meeting and will attend 2025 .
- Independence: 8 of 9 directors independent; CEO is the only management director .
- Executive sessions: Regular executive sessions of non‑management directors, led by the Lead Independent Director .
Director Compensation
- CEO receives no compensation for director service; non-employee directors receive cash retainers and equity grants (e.g., 2024: $85k base retainer; $145k stock grant; committee and chair retainers; lead independent director additional $30k) .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay support exceeded 92% in 2024 and was 92% in 2023; the committee made no material changes given strong investor support and feedback .
Compensation Peer Group
- 2024 peer group (16): AAR, AME, Barnes, BWXT, Crane, Hexcel, HII, ITT, Kratos, Mercury Systems, Moog, Parsons, Teledyne, TransDigm, Triumph, Woodward; Aerojet Rocketdyne and Maxar removed due to acquisitions . 2023 peer group (18) included Aerojet Rocketdyne and Maxar prior to removal .
Risk Indicators & Related Party
- Anti‑hedging/pledging policy, robust clawbacks, balanced metrics across time horizons, and capped incentive payouts to mitigate risk; committee review concluded programs do not encourage excessive risk-taking .
- No related-party transactions or legal proceedings involving directors/executives disclosed for 2024 .
Expertise & Qualifications
- Deep A&D operating experience; leadership across multiple CW segments since 2004; strong board qualifications including current/former CEO experience and senior leadership .
Equity Vesting and Potential Selling Pressure
- Upcoming potential liquidity windows: 2022 RSUs vest in 3/2025; 2023 RSUs vest in 3/2026; 2024 RSUs vest in 3/2027; PSUs for 2023–2025 and 2024–2026 may settle in early 2026 and early 2027, respectively, subject to performance; a 50% net share hold applies until ownership guideline is met, reducing immediate free float from vestings .
Performance & Track Record
- TSR and value creation: 3‑year TSR at 94th percentile vs peer group (period ending 12/31/2024); indexed TSR indicates strong shareholder value creation versus benchmarks .
- Operational delivery: 2024 adjusted organic sales growth 9.3%, adjusted operating income $547M, working capital 20.8%—all contributing to near‑maximum annual incentive outcomes .
Investment Implications
- Strong pay-for-performance alignment: Above-target AIP and 200% LTI payouts reflect robust financial and TSR outcomes, reinforcing executive incentives toward growth, margins, and capital efficiency .
- Governance mitigants: Double‑trigger CIC, no gross‑ups, clawbacks, anti‑pledging/hedging, and robust stock ownership guidelines limit misalignment and reduce risk of shareholder‑unfriendly behaviors .
- Retention risk balanced by economics: Significant unvested equity (multi‑year RSUs/PSUs) and pension/restoration balances align retention; at‑will severance and meaningful CIC protections are competitive but not excessive for A&D peers .
- Trading signal watchpoints: Anticipated vesting events in March of 2025/2026/2027 and PSU settlements (early 2026/2027) could create episodic supply, though mandatory ownership/hold requirements dampen immediate selling pressure; monitor Form 4s around these windows for actual disposition behavior .