Document

DEF 14A 1 cir_def14axseptember2022.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant X

Filed by a Party other than the Registrant

Check the appropriate box:


			Preliminary Proxy Statement
			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
X			Definitive Proxy Statement
			Definitive Additional Materials
			Soliciting Material Pursuant to § 240.14a-12

CIRCOR INTERNATIONAL, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


X			No fee required


			Fee paid previously with preliminary materials.
			Fee computed in table in exhibit required by Item 25(b) per Exchange Act Rules 14(a)-6(i)(1) and 0-11

30 Corporate Drive, Suite 200

Burlington, MA 01803

+1 (781) 270-1200

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on October 4, 2022

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of CIRCOR International, Inc. (the “Company,” “we,” “us” or “our”) will be held on October 4, 2022, at 3:00 PM Eastern Daylight Savings Time (“EDT”). The Annual Meeting will be held as a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/CIR2022. The Annual Meeting is being called for the purpose of considering and voting upon the following proposals:

1.To elect six directors, Samuel R. Chapin, Tina M. Donikowski, Bruce Lisman, Helmuth Ludwig, John (Andy) O'Donnell and Jill D. Smith, for one-year terms, such terms to continue until the Annual Meeting of Stockholders in 2023 and until each such director’s successor is duly elected and qualified or until such director’s earlier death, resignation or removal;

2.To ratify the selection by the Audit Committee of the Company's Board of Directors of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2022;

3.To consider an advisory vote approving the compensation of the Company’s Named Executive Officers; and

4.To act upon such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

The Board of Directors of the Company (the “Board”) has fixed the close of business on August 22, 2022 as the record date for determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. Only holders of record of the Company's common stock, par value $0.01 per share, at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

Our Board recommends you vote “FOR” each of the nominees proposed by our Board for election as directors (Proposal 1), “FOR” the ratification of the selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2022 (Proposal 2), and “FOR” the advisory vote approving the compensation of our Named Executive Officers (Proposal 3).

AFTER CAREFUL CONSIDERATION, THE COMPANY HAS DETERMINED TO HOLD A VIRTUAL MEETING IN ORDER TO FACILITATE STOCKHOLDER ATTENDANCE AND PARTICIPATION BY ENABLING STOCKHOLDERS TO PARTICIPATE FROM ANY LOCATION AND AT NO COST. YOU WILL BE ABLE TO ATTEND THE MEETING ONLINE, VOTE YOUR SHARES ELECTRONICALLY AND SUBMIT QUESTIONS DURING THE MEETING BY VISITING www.virtualshareholdermeeting.com/CIR2022.

To participate in the virtual meeting, you will need the 16-digit control number included on your proxy card or voting instruction form. The meeting webcast will begin promptly at 3:00 PM (EDT). We encourage you to access the meeting prior to the start time. Online check-in will begin at 2:45 PM (EDT), and you should allow ample time for check-in procedures. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Stockholder Meeting log-in page.

If your shares are held by a broker, bank or other custodian (commonly referred to as shares held "in street name"), the holder of your shares will provide you with a copy of this Proxy Statement, a voting instruction form and directions on how to provide voting instructions. These directions may allow you to vote over the internet or by telephone. Unless you provide voting instructions, your shares will not be voted on any matter except for the ratification of the selection of our independent auditors (Proposal 2). To ensure your shares are voted in each of the other matters, we encourage you to provide instructions on how to vote your shares no later than 5:00 PM (EDT) on October 3, 2022. A list of our registered holders will be available to stockholders of record electronically during the Annual Meeting. If you would like to review the list, please email officeofthegeneralcounsel@CIRCOR.com.

Having your shares represented and voted at the Annual Meeting is extremely important. All stockholders are cordially invited to attend the Annual Meeting online. WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING, AND TO FACILITATE TIMELY RECEIPT OF YOUR VOTE, PLEASE VOTE AS SOON AS POSSIBLE. YOU ARE URGED TO DATE, SIGN AND RETURN YOUR PROXY CARD IN THE ENVELOPE PROVIDED TO YOU, OR TO VOTE BY INTERNET OR BY TELEPHONE AS DESCRIBED IN THIS PROXY STATEMENT, EVEN IF YOU PLAN TO VIRTUALLY ATTEND THE ANNUAL MEETING, SO THAT YOUR SHARES CAN BE VOTED REGARDLESS OF WHETHER YOU ATTEND. VOTING NOW WILL NOT LIMIT YOUR RIGHT TO CHANGE YOUR VOTE OR TO ATTEND THE ANNUAL MEETING; IF YOU SHOULD BE PRESENT AT THE ANNUAL MEETING AND DESIRE TO VOTE DURING THE MEETING, YOU MAY WITHDRAW YOUR PROXY AT SUCH TIME. ONLY THE LATEST VALIDLY EXECUTED PROXY THAT YOU TIMELY SUBMIT WILL BE COUNTED. IF YOUR SHARES ARE HELD IN THE NAME OF A BROKER, BANK OR OTHER HOLDER OF RECORD, FOLLOW THE VOTING INSTRUCTIONS YOU RECEIVED FROM THE HOLDER OF RECORD IN ORDER TO VOTE YOUR SHARES.

Helmuth Ludwig

Chair, CIRCOR Board of Directors

September 8, 2022

WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO COMPLETE YOUR PROXY CARD AS INDICATED ABOVE. YOUR PROXY CARD IS REVOCABLE UNTIL THE TIME SET FORTH IN THE COMPANY’S PROXY STATEMENT, AND, IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE DURING THE MEETING EVEN IF YOU HAVE PREVIOUSLY COMPLETED YOUR PROXY CARD.

PROXY STATEMENT
TABLE OF CONTENTS


			Page
PROXY STATEMENT			1
PROPOSAL 1 - ELECTION OF DIRECTORS			5
Director Nominations			5
Composition of Director Nominees and Continuing Directors			6
Director Biographies and Qualifications			6
CORPORATE GOVERNANCE			9
Role of the Board			9
Key Areas of Board Oversight			9
Board Leadership Structure			10
Principles of Corporate Governance			10
Director Independence			10
Board Meetings and Committees			11
Corporate Governance Framework			13
Directors Candidates			13
Communication with Independent Directors			14
Stockholder Engagement			14
Board Evaluation Process			14
Director Compensation			14
Reimbursement for Training and Reasonable Related Travel			16
Stock Ownership Guidelines			16
Code of Conduct & Business Ethics/Compliance Training/Reporting of Concerns			16
Environmental & Social Commitments			16
Corporate Political Contributions			18
Related Person Transactions			19
Compensation Committee Interlocks and Insider Participation			19
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			20
MANAGEMENT			22
COMPENSATION DISCUSSION AND ANALYSIS			24
Overview			24
Executive Summary			25
What Guides Our Program			30
2021 Executive Compensation In Detail			32
Other Executive Compensation Practices & Policies			39
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION AND OTHER PAYMENTS TO THE NAMED EXECUTIVE OFFICERS			41
Summary Compensation Table			41
2021 All Other Compensation Table			44
2021 Grants of Plan-Based Awards			45
Outstanding Equity Awards at 2020 Fiscal Year-End			47
2021 Option Exercises and Stock Vested			49
2021 Nonqualified Deferred Compensation			50
SEVERANCE AND OTHER BENEFITS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL			51
CEO PAY RATIO			60
COMMITTEE REPORTS			61


PROPOSAL 2 - RATIFICATION OF AUDITORS			63
PROPOSAL 3 - ADVISORY VOTE ON EXECUTIVE COMPENSATION			64
EXPENSES OF SOLICITATION			65
SUBMISSION OF STOCKHOLDER PROPOSALS FOR ANNUAL MEETING IN 2020			65
“HOUSEHOLDING” OF ANNUAL MEETING MATERIALS			65
DELINQUENT SECTION 16(a) REPORTS			65
OTHER MATTERS			65

Forward-Looking Statements

This Proxy Statement contains certain statements that are “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 (the “Act”). The words “may,” “hope,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue” and other expressions which are predictions of or indicate future events and trends and which do not relate to historical matters, identify forward-looking statements. We believe that it is important to communicate our future expectations to our stockholders, and we, therefore, make forward-looking statements in reliance upon the safe harbor provisions of the Act. However, there may be events in the future that we are not able to accurately predict or control, and our actual results may differ materially from the expectations we describe in our forward-looking statements. Forward-looking statements, including statements about our future performance, the outcome, if any, of the Board of Director's review of strategic alternatives, the Company's exit from the Pipeline Engineering business, the expected and potential direct and indirect impacts of the COVID-19 pandemic on our business, our ability to remediate the material weaknesses in our internal control over financial reporting, the number of new product launches and future cash flows from operating activities involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the duration and scope of the COVID-19 pandemic; any adverse changes in governmental policies; variability of raw material and component pricing; changes in our suppliers’ performance; fluctuations in foreign currency exchange rates; changes in tariffs or other taxes related to doing business internationally; our ability to hire and retain key personnel; our ability to operate our manufacturing facilities at efficient levels, including our ability to prevent cost overruns and reduce costs; our ability to generate increased cash by reducing our working capital; our prevention of the accumulation of excess inventory; fluctuations in interest rates; our ability to successfully defend product liability actions; the inability to identify or execute a strategic transaction; the impact on the Company of the situation in Russia and the Ukraine; as well as the uncertainty associated with the current worldwide economic conditions and the continuing impact on economic and financial conditions in the United States and around the world, including as a result of the COVID-19 pandemic, natural disasters, terrorist attacks and similar matters. For a discussion of these risks, uncertainties and other factors, see Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

30 Corporate Drive, Suite 200

Burlington, MA 01803

+ (781) 270-1200

ANNUAL MEETING OF STOCKHOLDERS

To Be Held on October 4, 2022

This Proxy Statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of CIRCOR International, Inc. (the “Company,” “CIRCOR,” “we,” “us” or “our”) for use at the Annual Meeting of Stockholders of the Company to be held on October 4, 2022, at 3:00 PM Eastern Daylight Savings Time ("EDT"), and any adjournments or postponements thereof (the “Annual Meeting”). The Annual Meeting will be held as a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/CIR2022. Our annual report to stockholders and our proxy materials (including this Proxy Statement and a form of proxy) were first sent or given to stockholders on or about September 8, 2022.

At the Annual Meeting, the stockholders of the Company will be asked to consider and vote upon the following matters:

2.To ratify the selection by the Audit Committee of the Board of Directors of the Company of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2022;

3.To consider an advisory vote approving the compensation of the Company’s Named Executive Officers;

4.To act upon such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

Record Date

The Board has fixed the close of business on August 22, 2022 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting (the “Record Date”). Only holders of record of the Company’s common stock, par value $0.01 per share (the “common stock”), at the close of business on the Record Date will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. As of the Record Date, there were 20,361,631 shares of common stock outstanding and entitled to vote at the Annual Meeting. Each holder of our outstanding common stock as of the close of business on the Record Date will be entitled to one vote for each share held of record with respect to each matter submitted at the Annual Meeting.

Voting Requirements

The presence, in person or by proxy, of holders of at least a majority of the total number of outstanding shares of common stock entitled to vote is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Shares present virtually during the Annual Meeting will be considered shares of common stock represented in person at the meeting. For Proposal 1, the election of six directors, each nominee shall be elected as a director of the Company if such nominee receives a majority of the votes cast at the Annual Meeting with respect to such nominee (i.e., the number of shares voted “for” a director nominee must exceed the number of shares voted “against” such nominee). The approval of a majority of the votes cast is also necessary to approve Proposal 2, the ratification of the selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2022; and Proposal 3, the consideration of an advisory vote approving the compensation of the Company’s Named Executive Officers.

Abstentions and “Broker Non-Votes”

Abstentions and “broker non-votes” (i.e., shares represented at the meeting held by brokers or nominees as to which instructions have not been received from the beneficial owners or persons entitled to vote such shares and with respect to which the broker or nominee does not have discretionary voting power to vote such shares) will be counted for purposes of determining whether a quorum is present for the transaction of business at the Annual Meeting. With respect to the election of directors (Proposal 1), votes may be cast “for,” “against” or “abstain” for each nominee. With respect to Proposals 2 and 3, votes may be cast "for," "against" or "abstain." In the case of Proposals 1, 2 and 3, under our By-Laws, abstentions are not considered votes on such matter and will have the effect of reducing the number of affirmative votes required to achieve a majority for such matters by reducing the total number of shares from which the majority is calculated. Proposals 1 and 3 are each “non-discretionary” items and, therefore, brokers and nominees do not have discretionary voting power with respect to such matters. If you do not instruct your broker how to vote with respect to such matter, your broker may not vote with respect to these items, and broker non-votes will have the effect of reducing the number of affirmative votes required to achieve a majority for such matter by reducing the total number of shares from which the majority is calculated.

How to Vote Your Shares

To participate in the virtual meeting, you will need the 16-digit control number included on your proxy card or voting instruction form. The meeting webcast will begin promptly at 3:00 PM (EDT). We encourage you to access the meeting prior to the start time. Online check- in will begin at 2:45 PM (EDT), and you should allow ample time for check-in procedures. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting login page.

We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate in the virtual Annual Meeting as they would at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/CIR2022. We will try to answer as many stockholder-submitted questions as time permits that comply with the meeting rules of conduct. However, we reserve the right to edit inappropriate language or to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. If we are unable to respond to a stockholder’s properly submitted question due to time constraints, we will either post the response on the investor relations section of our website following the Annual Meeting, or respond directly to that stockholder using the contact information provided.

If your shares are held by a broker, bank or other custodian (commonly referred to as shares held "in street name"), the holder of your shares will provide you with a copy of this Proxy Statement, a voting instruction form and directions on how to provide voting instructions. These directions may allow you to vote over the internet or by telephone. Unless you provide voting instructions, your shares will not be voted on any matter except for the ratification of the selection of our independent auditors (Proposal 2). To ensure your shares are counted in each of the other matters, we encourage you to provide instructions on how to vote your shares no later than 5:00 PM (EDT) on October 3, 2022. A list of our registered holders will be available to stockholders of record electronically during the Annual Meeting. If you would like to review the list, please email officeofthegeneralcounsel@CIRCOR.com.

Having your shares represented and voted at the Annual Meeting is extremely important. WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING, AND TO FACILITATE TIMELY RECEIPT OF YOUR VOTE, PLEASE VOTE AS SOON AS POSSIBLE. YOU ARE URGED TO DATE, SIGN AND RETURN YOUR PROXY CARD IN THE ENVELOPE PROVIDED TO YOU, OR TO VOTE BY INTERNET OR BY TELEPHONE AS DESCRIBED IN THIS PROXY STATEMENT, EVEN IF YOU PLAN TO VIRTUALLY ATTEND THE ANNUAL MEETING, SO THAT YOUR SHARES CAN BE VOTED REGARDLESS OF WHETHER YOU ATTEND THE ANNUAL MEETING. VOTING NOW WILL NOT LIMIT YOUR RIGHT TO CHANGE YOUR VOTE OR TO ATTEND THE ANNUAL MEETING. IF YOU SHOULD BE PRESENT AT THE ANNUAL MEETING AND DESIRE TO VOTE DURING THE MEETING, YOU MAY WITHDRAW YOUR PROXY CARD AT SUCH TIME. ONLY THE LATEST VALIDLY EXECUTED PROXY CARD THAT YOU TIMELY SUBMIT WILL BE COUNTED. IF YOUR SHARES ARE HELD IN THE NAME OF A BROKER, BANK OR OTHER HOLDER OF RECORD, FOLLOW THE VOTING INSTRUCTIONS YOU RECEIVED FROM THE HOLDER OF RECORD IN ORDER TO VOTE YOUR SHARES.

If you are a stockholder whose shares are registered in your name, you may vote your shares by one of the following methods:

1.By attending the Annual Meeting online. During the Annual Meeting visit www.virtualshareholdermeeting/CIR2022 and enter the 16-digit control number included in your proxy materials or proxy card. Have your proxy card or voting instruction form available when you access the virtual meeting webpage.

2.Vote by Internet by going to the web address www.proxyvote.com in advance of the Annual Meeting. The voting system is available 24 hours a day until 11:59 p.m. EDT on Monday, October 3, 2022. Once you enter the internet voting system, you can record and confirm (or change) your voting instructions. You must have the 16-digit control number that is on your proxy card when voting.

3.Vote by telephone by dialing 1-800-690-6903 or use the telephone number shown on your proxy card. The telephone voting systems is available 24 hours a day in the United States until 11:59 Eastern Time on Monday, October 3, 2022. Once you enter the telephone voting system, a series of prompts will tell you how to record and confirm (or change) your voting instructions.

4.Vote by mail. If you received a proxy card, mark your voting instructions on the card, sign, date and return it in the postage-paid envelope provided. For your mailed proxy card to be counted, we must receive it before 8:00 a.m. EDT on Monday, October 3, 2022. If you vote by Internet or telephone, please do not mail your proxy card.

Common stock represented by properly executed proxy cards received by the Company and not revoked will be voted at the Annual Meeting in accordance with the instructions contained therein. If instructions are not given in your proxy card, properly executed proxy cards will be voted “FOR” the election of the Board’s nominees for director, “FOR” ratification of the selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2022, and “FOR” approval of the resolution regarding compensation of the Company’s Named Executive Officers.

How to Revoke a Previously Submitted Proxy Card

Any properly completed proxy card given by stockholders whose shares are registered in their name pursuant to this solicitation may be revoked by one of the following methods:

1.You may revoke your proxy and change your vote by attending the Annual Meeting online and voting electronically during the meeting. However, your attendance online at the Annual Meeting will not automatically revoke your proxy unless you properly vote electronically during the Annual Meeting or specifically request that your prior proxy be revoked by delivering a written notice revocation prior to the Annual Meeting to the Corporate Secretary at the Company's Corporate headquarters at 30 Corporate Drive, Suite 200, Burlington, MA 01803;

2.Properly casting a new vote via the Internet or by telephone at any time before the closure of the Internet or telephone voting facilities; or

3.Duly completing a later-dated proxy card relating to the same shares and delivering it to the Corporate Secretary before the taking of the vote at the Annual Meeting.

To be effective, any written notice of revocation or subsequent proxy cards must be sent so as to be delivered to the Corporate Secretary at the Company’s corporate headquarters before the taking of the vote at the Annual Meeting. If you hold your shares in “street name,” you must follow the instructions on your voting instructions form to revoke or amend any prior voting instructions.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on October 4, 2022: This Proxy Statement, a form of the Company’s proxy card, a letter to stockholders from the Chair of our Board, a letter to stockholders from our President and Chief Executive Officer, together with our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (“Fiscal Year 2021”), are available for viewing, printing and downloading at www.proxy.CIRCOR.com.

Except where otherwise incorporated by reference, none of the Annual Report, the letter from the Chair of our Board to our stockholders, or the letter from our President and Chief Executive Officer to our stockholders is a part of the proxy solicitation material. Except for the availability of this Proxy Statement and the Company’s form of proxy card for the Annual Meeting, which are available for viewing, printing and downloading at www.proxy.CIRCOR.com, the information on the Company’s website is not part of this Proxy Statement.

PROPOSAL 1

ELECTION OF DIRECTORS

Under our Articles of Organization and By-Laws, our board has completed its transition from a classified board to the annual election of all directors. At the Annual Meeting (and at each annual meeting of stockholders thereafter), all directors will stand for election for one-year terms expiring at the next succeeding annual meeting of stockholders.

Our board has nominated Samuel R. Chapin, Tina M. Donikowski, Bruce Lisman, Helmuth Ludwig, John (Andy) O'Donnell, and Jill D. Smith for re-election as directors, each to hold office until the 2023 annual meeting of stockholders and until their respective successors have been duly elected and qualified or until their earlier death, resignation or removal.

Our Board recommends a vote FOR each of our nominees.

Vote Required For Approval; Effect of Abstentions and Broker Non-Votes

A quorum being present, each nominee shall be elected as a director of the Company if such nominee receives a majority of the votes cast at the meeting with respect to such nominee. Abstentions and broker non-votes will have no effect on this Proposal 1.

Information Regarding Director Nominees and Other Continuing Directors

The following table provides information about each nominee for director and the other continuing directors. Detailed information about each individual’s qualifications, experience, skills and expertise along with select professional and community contributions can be found below.

Name

Position

Age

Director Since

Audit

Compensation

N&CG*

Independent

Samuel R. Chapin

Director

2019

Tina M. Donikowski

Director

2017

Bruce Lisman

Director

2020

Helmuth Ludwig t

Chair

2016

John (Andy) O'Donnell

Director

2011

Jill D. Smith

Director

2020

t Chair l Member
*N&CG: Nominating & Corporate Governance Committee

Director Nominations

The Nominating and Corporate Governance Committee recognizes that the challenges and needs of the Company will vary over time and, accordingly, considers that the selection of director nominees should be based on skill sets most pertinent to the issues facing or likely to face the Company at the time of nomination as well as the diversity the nominee would add to the Board. When assessing nominees to serve as director, the Nominating and Corporate Governance Committee believes that the Company will benefit from a diversity of background and experience, as well as gender and racial/ethnic diversity, on the Board. In addition, there are certain general attributes that the Nominating and Corporate Governance Committee seeks from all director candidates, including:

•A commitment to ethics and integrity;

•A commitment to personal and organizational accountability;

•A history of achievement that reflects superior standards for themselves and others; and

•A willingness to express alternate points of view while, at the same time, being respectful of the opinions of others and working collaboratively with colleagues.

Our Principles of Corporate Governance require that a majority of directors must be independent. The Nominating and Corporate Governance Committee’s position is that, absent special circumstances, all directors other than the Chief Executive Officer, if he or she is serving on the Board, should be independent. The Nominating and Corporate Governance Committee annually assesses the adequacy of the foregoing criteria for Board membership and have concluded that, based on the

background and experience as described below of each director, the Board reflects diversity in business and professional experience and skills.

As a matter of good corporate governance, we generally limit the number of public company directorships any director of the Company may hold to three, including that of the Company. This policy assists the Board in continuing to focus on and carry out the Board activities of the Company efficiently. Previously, Ms. Donikowski was granted an exception to this policy so that she could serve on one additional public company board; such additional board membership ceased in 2022.

Composition of Director Nominees and Continuing Directors

Our Board members have a varied set of skills and experience, creating a diversity of skills and viewpoints. Among our six nominees:

•6 of 6 are independent

•33% are women

•33% of our directors are born outside the United States

•The average age is 66.8 years of age.

•The average tenure on the Board is 4.7 years.

Director Biographies and Qualifications

Our nominees and other continuing directors have extensive experience and qualifications:

Chapin

Donikowski

Lisman

Ludwig

O’Donnell

Smith

Geography

Asia

Europe

S America

Industry/End Market

Industrial

Defense Aerospace

Food & Bev

Function

CEO – Public, Private

CEO – Div. Pres.

Commercial – Sales / Channel

Commercial - Marketing

R&D / NPD

Finance - CFO

Finance - Cap markets

HR – Talent Management

Tech – IT/cyber

Tech – Digitization

Ops – Manufacturing

Ops – Supply Chain

M&A - Transactions

M&A - Integration

Actively Employed (Y/N)

Director Nominees

Samuel R. Chapin. Mr. Chapin has served as a member of the Board since January 2019. Mr. Chapin served as Executive Vice Chairman at the Bank of America Merrill Lynch, a multinational investment bank, from 2010 to his retirement in June 2016.

Mr. Chapin joined Merrill Lynch in 1984 as a member of the Mergers and Acquisitions group and he was named a Managing Director in Investment Banking in 1993. Mr. Chapin was named Senior Vice President and head of Merrill Lynch’s Global Investment Banking Division in 2001 and was named Vice Chairman in 2003. While at Merrill Lynch and Bank of America Merrill Lynch, Mr. Chapin was responsible for managing relationships with a number of the firm’s largest corporate clients. He currently serves on the Board of Directors of PerkinElmer, Inc., and O-I Glass, Inc. and the Board of Trustees at Lafayette College. Mr. Chapin’s qualifications to sit on our Board include his experience and significant knowledge of the industrials market with a mastery of strategic M&A accrued over more than 35 years in investment banking.

Tina M. Donikowski. Ms. Donikowski has served as a member of the Board since March 2017. Ms. Donikowski retired from General Electric Company, a diversified industrial company, in October 2015 after 38 years with the company. She served in a number of senior positions during her career at General Electric Company, including most recently as Vice President, Global Locomotive Business, GE Transportation, from January 2013 until her retirement. She currently also serves on the Board of Directors TopBuild Corp., a leading installer and distributor of insulation and building material products to the U.S. construction industry based in Daytona Beach, Florida; Advanced Energy Industries, Inc., a designer and manufacturer of highly engineered precision power, measurement, and control solutions for mission-critical applications and processes; and Eriez Magnetics, a privately held manufacturer and designer of magnetic, vibratory, and metal detection applications based in Erie, Pennsylvania. Previously she served on the board of Atlas Copco AB, a world-leading provider of sustainable productivity solutions based in Stockholm, Sweden. Ms. Donikowski’s qualifications to sit on our Board include her extensive experience in leading technology businesses and her strong operations background.

Bruce Lisman. Mr. Lisman has served as a member of the Board since June 2020. Mr. Lisman retired in 2009 from JP Morgan Chase & Co., a multinational investment firm, where he had served as Chairman of the Global Equities Division. From 1987 to 2008, he was Head or Co-Head of the Global Equity Division at Bear Stearns Companies. Mr. Lisman serves as a director of Myers Industries, Inc., a material handling and distribution company, Associated Capital., a financial services company that was spun-off from GAMCO Investors, Inc., and National Life Group, a mutual life insurance company. Prior board service includes PC Construction, an engineering and construction company as Chairman from 2013 to 2019, and as a member until 2021, and The Pep Boys, a nationwide auto parts retailer. Mr. Lisman’s qualifications to sit on our Board include his financial global business and leadership expertise.

Helmuth Ludwig. Dr. Ludwig has served as a member of the Board since January 2016. From October 2016 until his retirement in December 2019, he served as Global CIO for Siemens, a leading technology company. He previously served among other roles as CEO of the Siemens Industry Sector in North America from October 2011 to September 2014 and as President of Siemens PLM Software from August 2007 to September 2010 where he is credited for having successfully led the integration of the organization’s 50 legal entities and multiple facilities across 26 countries. Earlier in his career, Dr. Ludwig held a number of international assignments at Siemens in Europe, Latin America, and Asia. Dr. Ludwig serves as a member of the board of Hitachi Ltd., Tokyo since July 2020. He teaches as a Professor of Practice for Strategy and Entrepreneurship at Southern Methodist University Cox School of Business in Dallas and is a Board Leadership Fellow with the National Association of Corporate Directors (NACD). Dr. Ludwig is a known expert and regular speaker at industry conferences on the Internet of Things and “Industry 4.0.” Dr. Ludwig’s qualifications to sit on our Board include his proven manufacturing leadership skills, extensive international experience, and his success in leading the integration and simplification of a complex global enterprise.

John (Andy) O'Donnell. Mr. O'Donnell has served as a member of the Board since November 2011. Until his retirement in January 2014, Mr. O'Donnell had worked at Baker Hughes, an oilfield services company, since 1975. He served as Vice President of Baker Hughes since 1998 and was appointed to Vice President, Office of the Chief Executive Officer in 2012, a role in which he served until his retirement. From 2009 to 2011, Mr. O'Donnell was President, Western Hemisphere Operations of Baker Hughes. He was President of Baker Petrolite Corporation from 2005 to 2009 and President of Baker Hughes Drilling Fluids from 2004 to 2005. He served as Vice President, Business Process Development at Baker Hughes from 1998 to 2002 and as Vice President of Manufacturing at Baker Oil Tools from 1990 to 1998. Mr. O'Donnell also serves on the Board of Directors of Cactus, Inc., where he is a member of its Audit, Compensation, and Nominating and Corporate Governance Committees. Mr. O'Donnell’s qualifications to sit on our Board include his experience in international energy markets and leading multinational sales, marketing, service and manufacturing operations.

Jill D. Smith. Ms. Smith has served as a member of the Board since January 2020. Ms. Smith most recently served as President, Chief Executive Officer and Director of Allied Minds plc, an intellectual property commercialization company focused on technology and life sciences from March 2017 until her retirement in June 2019. She previously had served as Chairman, Chief Executive Officer and President of DigitalGlobe, Inc., a global provider of satellite imagery products and services, from 2005 to 2011. Ms. Smith started her career as a consultant at Bain & Company where she rose to Partner. She then joined Sara Lee as

Vice President and subsequently went on to serve as President and Chief Executive Officer of SRDS, a business-to-business publishing firm and later as President and Chief Executive Officer of eDial, a VoIP collaboration company. Furthermore, she served as Chief Operating Officer of Micron Electronics, and co-founded and led Treacy & Company, a consulting and boutique investment firm. Ms. Smith currently serves on the Board of Directors of R1 RCM Inc., where she is a member of the Audit and Human Capital Committee, AspenTech, where she is Chair of the Board and Chair of the Nominating and Corporate Governance Committee, and MDA, where she is Chair of the Nominating and Governance Committee and a member of the Human Resource Development and Compensation Committee. Ms. Smith’s qualifications to sit on our Board includes her extensive experience as a technology executive, including as a CEO focused on growing innovative companies.

CORPORATE GOVERNANCE

Role of the Board

The Board is elected by the Company’s stockholders to oversee their interests in the value and health of the Company and drive long-term value creation. The Board oversees the implementation of and compliance with standards of accountability and monitors the effectiveness of management policies and decisions, including those related to financial and other internal controls, compliance with laws and regulations and corporate governance. It has retained oversight authority of the Company, except for those matters reserved to or shared with the stockholders.

Key Areas of Board Oversight


Strategy	Risk	Succession Planning	Environmental, Social & Governance (ESG) Matters
•The Board oversees the Company’s annual business plan and monitors strategic planning •Business strategy is a key focus at the Board level and embedded in the work of Board committees •Company management is charged with developing and executing business strategy and provides regular performance updates to the Board	•The Board oversees risk management, including the enterprise risk management process •Board committees, which meet regularly and report back to the full Board, play significant roles in carrying out the risk oversight function •Company management is charged with managing risk, through robust internal processes and effective internal controls •The Audit Committee oversees financial risk, related party transactions, and cybersecurity •The Compensation Committee oversees the balance of risk and incentives •The Nominating & Corporate Governance Committee oversees employee health and safety	•The Board oversees succession planning and talent development for the Chief Executive Officer (“CEO”) and the executive leadership team •The Compensation Committee has primary responsibility for developing succession plans for the CEO •The Nominating and Corporate Governance Committee manages the emergency CEO succession planning process •The CEO is charged with preparing, and reviewing with the Compensation Committee, talent development plans for senior executives and their potential successors	•The Board oversees execution of the Company’s ESG strategies •The Nominating and Corporate Governance Committee oversees ESG elements, with a particular focus on the Company’s Diversity & Inclusion initiatives, human capital management and employee health and safety

Strategy. The Board has oversight responsibility for management’s establishment and execution of corporate strategy. Elements of strategy are discussed at every regularly scheduled Board meeting. Senior management presents a consolidated annual business plan, and the Board discusses the Company’s results relative to the plan periodically throughout the year. At least once a year, each of the business groups presents an in-depth review of their business to the Board, which includes a review of strategic goals and performance relative to strategy. In 2020, the Board reviewed the Company’s five-year strategic plan.

Risk. The Board and its committees oversee key Company risks. The Board regularly reviews the Company’s top enterprise risks from management, assessing, among other concerns, risks associated with the Company’s products, customers, supply chain, management, staff, efficiency, and cybersecurity. The Board receives regular reports on management’s risk mitigation measures. Committees have responsibility for assisting the Board in its oversight of risk, including focus on certain risk areas,

such as cybersecurity, related party transactions, and environmental, health and safety (including employee health and safety), and the committee calendars include periodic reviews and discussions on those topics.

Succession Planning. The Nominating and Corporate Governance Committee reviews the emergency CEO succession process on an annual basis, while the full Board reviews overall succession planning. Such planning includes a review with the CEO of the succession planning for key executives of the Company.

ESG Matters. Primary responsibility for assisting the Board with ESG matter oversight belongs to the Nominating and Corporate Governance Committee. With this responsibility, the committee reviews sustainability matters, governance items, progress on increasing diversity and inclusion and the Company's human capital strategy, plans and associated activities.

Board Leadership Structure

The Board has established a leadership structure that separates the roles of Chair of the Board and CEO. In doing so, the Board considered that separating the roles of Chair and CEO would most effectively provide the Company access to the judgments and experience of the Chair of the Board and the CEO, while providing a mechanism for the Board’s independent oversight of management. The Company's President and Chief Executive Officer is currently not a member of the Board. As Chair of the Board, Mr. Helmuth Ludwig presides over the meetings of the Board and the stockholders, utilizing his experience in corporate governance, familiarity with the Company and leadership. In addition to presiding over Board meetings, Mr. Ludwig approves Board agendas and schedules, monitors activity of the Board’s committees, communicates regularly with the CEO and other management on behalf of the Board, monitors and participates in communication with major stockholders, leads the annual performance evaluations of the CEO and leads the CEO succession planning process.

Principles of Corporate Governance

The Nominating and Corporate Governance Committee has developed, and the full Board has adopted, a set of Principles of Corporate Governance. The Principles of Corporate Governance are available on the Company’s website at www.CIRCOR.com under the “Investors” sub-link, and a hard copy will be provided by the Company free of charge to any stockholder who requests it by writing to the Corporate Secretary at the Company’s corporate headquarters. An annual review is conducted by the Nominating and Corporate Governance Committee to assess compliance with the Principles of Corporate Governance.

In addition, to align the interests of the directors and executive officers of the Company with the interests of the stockholders, the Principles of Corporate Governance include Stock Ownership Guidelines for directors and executive officers.

Director Independence

The Board, upon consideration of all relevant facts and circumstances and upon recommendation of the Nominating and Corporate Governance Committee, has affirmatively determined that each of Mr. Chapin, Ms. Donikowski, Mr. Lisman, Mr. Ludwig, Mr. O’Donnell and Ms. Smith is independent of the Company. The Board also previously determined that David Dietz and Peter Wilver, each a former director who served during part of Fiscal Year 2021, were independent of the Company prior to their respective retirements from the Board in Fiscal Year 2021 and that and Arthur George, Jr., a former director who served during part of Fiscal Year 2022, was independent of the Company prior to his resignation from the Board in Fiscal Year 2022. In evaluating the independence of each director, the Board applied the standards and guidelines set forth in the applicable Securities and Exchange Commission (“SEC”) and New York Stock Exchange (“NYSE”) regulations in determining that each director has no material relationship with the Company, directly or as a partner, stockholder or affiliate of an organization that has a relationship with the Company. The bases for the Board’s determination include, but are not limited to, the following:

•No director is an employee of the Company, or its subsidiaries or affiliates.

•No director has an immediate family member who is an officer of the Company or its subsidiaries or has any other current or past material relationship with the Company.

•No director receives, or in the past three years, has received, any compensation from the Company other than compensation for services as a director.

•No director has a family member who has received any compensation during the past three years from the Company.

•No director, during the past three years, has been affiliated with, or had an immediate family member who has been affiliated with, a present or former internal or external auditor of the Company.

•No executive officer of the Company serves on the compensation committee or the board of directors of any corporation that employs a director or a member of any director’s immediate family.

•No director is an officer or employee (or has an immediate family member who is an officer or employee) of an organization that sells products and services to, or receives products and services from, the Company in excess of the greater of $1 million or 2% of such organization’s consolidated gross revenues in any fiscal year.

Board Meetings and Committees

We believe that our current Board leadership structure fosters appropriate oversight for the Company for a number of reasons, the most significant of which are discussed below. The Board’s oversight is coordinated primarily through the committees of the Board, as disclosed in the descriptions of each of the committees below and in the charters of each of the committees (which are available on the Company’s website at www.CIRCOR.com under the “Investors” sub-link). The full Board, however, retains responsibility for general oversight of the Company’s long-term health and stakeholder interests. The Board held 5 meetings during Fiscal Year 2021.

Our Board maintains three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The following table sets forth the number of meetings held during Fiscal Year 2021 by each committee of the Board. Each of our directors attended at least 75% of the total number of meetings of the Board and of the committees of which such director then served.


BOARD COMMITTEE OVERVIEW
Committee	Oversight Responsibilities	2021 Meetings
Audit	•Oversees integrity of financial statements •Responsible for appointment, compensation, retention and oversight of work of the independent auditor •Reviews scope and results of annual audit with independent auditor •Reviews annual/quarterly operating results with independent auditor •Considers the adequacy of internal accounting procedures/controls; considers the effect of these on auditor independence •Oversees internal audit function •Oversees financial and cybersecurity risks •Reviews and approves related party transactions •Meets in executive session separately with each of the Chief Financial Officer, Internal Audit lead and our independent auditor engagement partner	7
Compensation	•Determines and oversees pay for performance compensation philosophy •Oversees compensation arrangements for executive officers and other senior level employees •Reviews general compensation levels for other employees •Determines incentive compensation awards to be granted to eligible persons	5
Nominating & Corporate Governance	•Establishes criteria for selection of new directors •Identifies individuals qualified to become directors •Recommends director candidates to the Board for nomination as directors •Makes recommendations regarding director compensation •Reviews ESG matters, including diversity & inclusion initiatives, human capital and governance •Provides oversight of the Company’s corporate governance •Manages CEO emergency succession planning process •Drives evaluation process for Board and its committees	5

Audit Committee. The Audit Committee, which consists of Mr. Chapin, Ms. Donikowski, Mr. Lisman, and Ms. Smith (each of whom has been affirmatively determined by the full Board to be an independent director, as well as meeting the stricter independence standards applicable to audit committee members under NYSE listing standards and the rules of the SEC), oversees the integrity of the Company’s financial statements and is directly responsible for the appointment, compensation, retention and oversight of the work of the firm of independent auditors (the “Auditors”) that audits the Company’s financial statements and performs services related to the audit. Among other responsibilities, the Audit Committee reviews the scope and results of the audit with the Auditors, reviews with management and the Auditors the Company’s annual and quarterly operating results, considers the adequacy of the Company’s internal accounting procedures and controls and considers the effect of such procedures on the Auditors’ independence. The Audit Committee also is responsible for overseeing the Company’s internal audit function, the Company’s compliance with legal and regulatory requirements and cybersecurity issues, and the

review and approval of related party transactions. To satisfy these oversight responsibilities, the Audit Committee separately meets regularly with the Company’s Chief Financial Officer, Vice President of Internal Audit, and the Auditors. Pursuant to the requirements of the NYSE, the Audit Committee operates in accordance with a charter (the “Audit Committee Charter”), which is available on the Company’s website at www.CIRCOR.com under the “Investors” sub-link. The Company will provide a hard copy of the Audit Committee Charter to stockholders free of charge upon written request to the Corporate Secretary at the Company’s corporate headquarters. Each member of the Audit Committee meets the financial literacy requirements of the NYSE and, in addition, the Board has determined that at least one of the Committee’s members, Mr. Chapin, is an “audit committee financial expert” under the disclosure standards adopted by the SEC.

Compensation Committee. The Compensation Committee, which consists of Mr. O’Donnell, Ms. Donikowski, and Mr. Lisman (each of whom has been affirmatively determined by the full Board to be an independent director, as well as meeting the stricter independence standards applicable to compensation committee members under NYSE listing standards and the rules of the SEC), sets and oversees the Company’s compensation philosophy and policy, reviews and determines the compensation arrangements for the Company’s CEO; reviews the recommendations of the CEO and approves the compensation arrangements for all other officers and senior level employees; reviews general compensation levels for other employees as a group; determines the awards to be granted to eligible persons under the Company's 2019 Stock Option and Incentive Plan (the "2019 Pan:); and takes such other action as may be required in connection with the Company’s compensation and incentive plans, including with respect to compensation and risk-management issues. The Compensation Committee has the sole authority from the Board for the appointment, compensation and oversight of the Company’s outside compensation consultant.

The Compensation Committee engaged Semler Brossy (“Semler”) in the last quarter of the year ended December 31, 2021 ("Fiscal Year 2021") as its compensation consultant. In so doing, the Compensation Committee affirmatively determined that Semler is independent and has no conflict of interest as contemplated under rules adopted by the SEC and the NYSE, and has conducted annual reviews to confirm that Semler remains free of conflict per these rules. Semler reports directly to the Compensation Committee and does not provide any additional services to the Company. The executive compensation services provided by Semler include assisting in defining the Company’s executive compensation strategy, providing market benchmark information, recommending the composition of the compensation peer group used as a benchmark by the Compensation Committee, advising with respect to the design of both short-term and long-term incentive compensation plans, and summarizing regulatory and governance guidelines. In making its compensation decisions, the Compensation Committee relies significantly on the information provided by Semler.

The Compensation Committee operates in accordance with a charter (the “Compensation Committee Charter”), which is available on the Company’s website at www.CIRCOR.com under the “Investors” sub-link. The Company also will provide a hard copy of the Compensation Committee Charter to stockholders free of charge upon written request to the Corporate Secretary at the Company’s corporate headquarters.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee, which consists of Ms. Donikowski, Mr. Chapin, Mr. O'Donnell, and Ms. Smith (each of whom has been affirmatively determined by the full Board to be an independent director), is responsible for establishing criteria for selection of new directors, identifying individuals qualified to become directors and recommending candidates to the Board for nomination as directors. In addition, the Nominating and Corporate Governance Committee is responsible for recommending to the Board a set of corporate governance principles applicable to the Company, overseeing the evaluation process of the Board and the evaluation of its committees, recommending to the Board appropriate levels of director compensation and, together with the Audit Committee, monitoring compliance with the Company’s Code of Conduct & Business Ethics. The committee also oversees ESG, including human capital, employee safety and diversity & inclusion initiatives. The Nominating and Corporate Governance Committee operates in accordance with a charter (the “Nominating and Corporate Governance Committee Charter”), which is available on the Company’s website at www.CIRCOR.com under the “Investors” sub-link. The Company also will provide a hard copy of the Nominating and Corporate Governance Committee Charter to stockholders free of charge upon written request to the Corporate Secretary at the Company’s corporate headquarters.

Ad Hoc Committees. From time to time, the Board may establish ad hoc committees and delegate certain of its authority for the purpose of addressing particular matters (including, for example, the approval of financing or credit agreements or other matters that the Board thinks would be appropriate for review by an ad hoc committee). There were no ad hoc committees in 2021. The Board established a a special ad hoc committee on February 4, 2022, to assist with its strategic alternatives review. Mr. Ludwig, Mr. Chapin, and Mr. Lisman serve on the committee.

Executive Session. Independent directors meet at least twice a year in executive session without management, and at such other times as may be requested by any independent director. During Fiscal Year 2021, the Chair of the Board presided at meetings

of the Company’s independent directors held in executive session without management. These sessions promote candor and discussion of matters in a setting that is independent of management.

Corporate Governance Framework

We have adopted Corporate Governance Principles that together with our Board committee charters and our Code of Conduct provide our governance framework. The following is a summary of our governance framework:


CORPORATE GOVERNANCE HIGHLIGHTS
We seek to implement corporate governance practices that ensure the Company is managed for the long-term benefit of our stockholders. To that end, we review and refine our corporate governance policies, procedures and practices on an ongoing basis.
Board and Board Committees
Number of Independent Directors / Total Number of Directors			6/6
All Board Committees Consist of Independent Directors			ü
Risk Oversight by Full Board and Committees			ü
Separate Chair and CEO			ü
Regular Executive Sessions of Independent Directors			ü
Periodic Board and Committee Self-Evaluations			ü
Director Education and Orientation			ü
Periodic Equity Grants to Directors			ü
Majority voting standard for uncontested director elections			ü
Declassified Board of Directors			ü
Stockholder Rights, Accountability and Other Governance Practices
Annual Advisory Stockholder Vote on Executive Compensation (“Say on Pay”)			ü
Stock Ownership Guidelines for Directors and Executives			ü
Policies Prohibiting Hedging and Pledging			ü
Absence of a Stockholder Rights Plan (also known as a “Poison Pill”)			ü
Strong Commitment to Environmental and Sustainability Matters			ü
No Related Party Transactions			ü

Director Candidates

In evaluating director candidates, the Nominating and Corporate Governance Committee applies the skills, experience, qualifications and demeanor of the individual against the general criteria described above in “Proposal 1 – Election of Directors for a Term of One Year” and a developed skills matrix, taking into consideration issues facing the Board and considering the diversity of the Board. From time to time the Nominating and Corporate Governance Committee uses a professional search firm to help identify, evaluate and conduct due diligence on potential new director candidates. Using a search firm allows the committee to extend its reach for potential candidates as well as further ensure a diverse pool. The Nominating and Corporate Governance Committee also evaluates director candidates recommended by stockholders in the same manner as candidates from any other sources as described below. The Nominating and Corporate Governance Committee develops a short list that is shared with the Board for consideration and then vetted. Final candidates are recommended to the Board to be nominated for election at the annual meeting of stockholders.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders, provided that such recommendations are submitted to the Company not less than 120 calendar days prior to the first anniversary date on which the Company’s Proxy Statement was released to stockholders in connection with the previous year’s annual meeting of stockholders.

To be considered by the Nominating and Corporate Governance Committee for nomination and inclusion in the Company’s Proxy Statement for its annual meeting to be held in 2023, stockholder recommendations for directors must be received by the Corporate Secretary at the Company’s corporate headquarters prior to May 11, 2023. Any such notice also must include (i) the

name and address of record of the stockholder; (ii) a representation that the stockholder is a record holder of common stock or, if the stockholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five full fiscal years of the proposed director candidate; (iv) a description of the qualifications of the proposed director candidate which address the general criteria for directors as expressed in the Company’s most recent Proxy Statement; (v) a description of all arrangements or understandings between the stockholder and the proposed director candidate; and (vi) the consent of the proposed director candidate to be named in the Proxy Statement and to serve as a director if elected at such meeting. Stockholders must also submit any other information regarding the proposed candidate that is required to be included in a Proxy Statement filed pursuant to the rules of the SEC. Recommendations of director candidates that meet the criteria described above will be forwarded to the Chair of the Nominating and Corporate Governance Committee for further review and consideration by such committee. Stockholders also have the right to directly nominate director candidates, without any action or recommendation on the part of the Nominating and Corporate Governance Committee or the Board, by following the procedures set forth in the Third Amended and Restated By-Laws of the Company (the “By-Laws”).

Communication with Independent Directors

The Board has established a process through which interested parties, including stockholders, may communicate with the independent directors. Specifically, communications may be addressed directly to the Chair of the Board, who, as discussed above, is an independent director, and sent to CIRCOR’s Corporate Secretary, by sending an email to bod@circor.com or by writing to the following address: Board of Directors, c/o Corporate Secretary, CIRCOR International, Inc., 30 Corporate Drive, Suite 200, Burlington, MA 01803, who will forward your communication to the Chair.

Stockholder Engagement

We periodically conduct investor outreach throughout the year involving our directors, senior management and investor relations and legal departments. This helps management and the Board understand and focus on the issues that matter most to our stockholders. In 2021 and 2022, we met with investors to provide visibility and transparency into our business, our performance and our governance practices, and to better understand their expectations.

Board Evaluation Process

Our Board continually seeks to improve its performance. Our Nominating and Corporate Governance Committee oversees the formal evaluation process of the Board and its committees. On an annual basis, the Board solicits and reviews feedback of self-evaluations submitted by the directors, addressing matters such as the composition of the Board, the relationship between the Board and management of the Company, conduct of meetings of the Board and strategic priorities for the Board. Each of the committees of the Board undertakes a similar self-evaluation process. The Nominating and Corporate Governance Committee reviews the feedback from these evaluations and identifies key areas of focus for the Board and the individual committees.

Director Attendance at Annual Meeting

To date, our Board has not adopted a formal policy regarding director attendance at annual meetings of our stockholders. However, the Board typically schedules a meeting of the Board either on or the day before the date of the annual meeting of stockholders, and our directors, therefore, are encouraged to (and typically do) attend the annual meeting. At our last annual meeting of stockholders, which was held on May 25, 2021, all of our then-serving directors were in attendance.

Director Compensation

The form and amount of director compensation are reviewed periodically by the Nominating and Corporate Governance Committee, most recently in December 2021. The Nominating and Corporate Governance Committee reviews our data from the Peer Group Companies, which are outlined in the Compensation Discussion and Analysis section of this document, as was prepared by ISS Corporate Solutions, Inc. ("ISS") and broad survey data concerning director compensation practices, levels, and trends for companies comparable to the Company in revenue, business, and complexity. It also considers the significant amount of time that our non-employee directors spend in fulfilling their duties to the Company as well as the required level of skill to serve on our Board. The Nominating and Corporate Governance Committee recommends changes, if any, to the Board for approval. Employee directors do not receive separate compensation for service as directors.

The Company uses a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve as non-employee directors on the Board. Cash compensation is paid quarterly, in arrears. Due to the impact of the COVID-19 pandemic on the Company’s operations, the Board reduced each category of fee and retainer our directors receives

by 15% in 2020. These retainer and fee reductions taken during 2020 to non-employee, director cash compensation were commensurate with the reduction senior management took to their cash compensation in light of the COVID-19 pandemic and its impact on the Company. The cash compensation reductions were lifted at the February 2021 Board meeting effective April 1, 2021 after considering both internal and external factors. The cash compensation our non-employee directors earned in 2021 is as follows:

Annual Cash Compensation


Annual Retainer (Board Member)			$72,188
Annual Retainer (Chair of the Board)			$182,875
Chair Fee (Audit Committee)			$19,250
Chair Fee (Compensation Committee)			$14,438
Chair Fee (Nominating and Corporate Governance Committee)			$9,625
Committee Membership Fee (per committee)			$4,813

Annual Equity Grant

Our non-employee directors are also eligible to receive an annual equity grant under our 2019 Plan. If a director joins the Board during the middle of the year, the annual equity grant is pro-rated based on the quarter in which the director joins the Board. In 2021, the targeted value of such grant was $105,000 which was the same amount targeted for the annual equity grant in 2020. On March 17, 2021, each director, with the exception of Mr. Wilver, who retired from the Board in April 2021, received a grant of 2,827 time-based restricted stock units (“Time RSUs”) which becomes vested and settles in shares of common stock on a one-for-one basis thirteen months from the date of grant, provided the non-employee director is still providing services on the Board. The number of Time RSUs was determined by dividing $105,000 by the average closing price of our common stock on the New York Stock Exchange based on the last 20 trading days weighted for volume through March 16, 2021, rounded up to the nearest whole share. The average closing share price through March 16, 2021 was $37.15.

2021 Director Compensation

The following table shows the compensation our non-employee directors earned for their services in 2021:


Name	Fees Earned in Cash (1)	Stock Awards (2)	Total
Samuel Chapin	$98,063	$112,571	$210,634
David F. Dietz	$60,563	$112,571	$173,134
Tina M. Donikowski	$81,813	$112,571	$194,384
Bruce Lisman	$81,813	$112,571	$194,384
Helmuth Ludwig	$182,875	$112,571	$295,446
John (Andy) O'Donnell	$91,438	$112,571	$204,009
Jill D. Smith	$86,625	$112,571	$199,196
Peter M. Wilver	$28,333	$0	$28,333


(1)			The amounts shown in this column reflect the fees earned in Fiscal Year 2021 for Board and committee service. The 15% reduction in fees approved by the Board effective April 1, 2020 was lifted effective April 1, 2021. Mr. Wilver and Mr. Dietz both retired from the Board effective April 30, 2021 and September 30, 2021, respectively. Mr. Chapin became Chair of the Audit Committee effective January 1, 2021 taking over from Mr. Wilver. Director fees continue to be paid quarterly in arrears.
(2)			Reflects the grant date fair value of the annual equity grant made in Time RSUs to each of the directors in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. For a discussion of the assumptions related to the calculation of the amounts in this column, refer to Note 13 (“Share-Based Compensation”) to our audited consolidated financial statements for the year ended December 31, 2021 included in our Annual Report on Form 10-K filed with the SEC on July 26, 2022. The grant date fair value of the Time RSUs was based on the Company's previous day closing stock price prior to the grant date of March 17, 2021 of $39.82. Mr. Wilver did not receive an annual grant in 2021 due to his planned retirement.

The total number of Time RSUs held by each non-employee director as of December 31, 2021 was 2,827.

Deferred Compensation

Prior to 2019, non-employee directors were eligible to participate in the Management Stock Purchase Plan (MSPP), which allowed them to purchase RSUs at a discount of 33% to the closing price of the Company’s common stock ("MSPP RSUs"), with RSU settlement deferred for a minimum period of three years. In 2021, the last of these MSPP RSUs were settled and distributed in shares. As of December 31, 2021, there were no outstanding balances for non-employee directors under the MSPP.

Reimbursement for Training and Reasonable Related Travel

Each of our directors has a budget of up to $5,000 USD (plus travel costs) per year for relevant educational training. When possible, directors are encouraged to share training opportunities with other boards that they serve on and to split the costs for such opportunities between those boards and the Company. Each of our non-employee directors are also reimbursed for reasonable travel and other expenses incurred in attending meetings.

Stock Ownership Guidelines

The Company has adopted Stock Ownership Guidelines for non-employee directors to further align their interests with the interests of the stockholders. These guidelines establish an expectation that, within a five-year period, each director shall achieve an equity interest in the Company at least equal to five times such director’s annual retainer fee. In calculating an individual’s equity interest, credit is given for (i) the value of actual shares of common stock owned beneficially, (ii) the before-tax value of all vested stock options, and (iii) the before-tax value of all outstanding RSU awards. An annual review is conducted by our Nominating and Corporate Governance Committee to assess compliance with the guidelines. As of February 11, 2022, our directors met their applicable ownership guidelines, or were on track to achieve their ownership guidelines by the applicable target compliance date.

Code of Conduct & Business Ethics/Compliance Training/Reporting of Concerns

The Company has implemented and regularly monitors compliance with a comprehensive Code of Conduct & Business Ethics (the “Code of Conduct”), which applies uniformly to all directors, executive officers and employees. Among other things, the Code of Conduct addresses conflicts of interest, confidentiality, fair dealing, protection and proper use of Company assets, compliance with applicable laws (including insider trading and anti-bribery laws) and reporting of illegal or unethical behavior. The Code of Conduct is available on the Company’s website at www.CIRCOR.com under the “Investors” sub-link, and a hard copy will be provided by the Company free of charge to any stockholder who requests it by writing to the Corporate Secretary at the Company’s corporate headquarters.

The Company has undertaken a number of additional steps to further the tenets of the Code of Conduct. Through a third-party provider, the Company maintains an online training program pursuant to which all officers and all employees with company-issued email accounts must take a series of courses designed to demonstrate the ways in which certain activities might run afoul of the Code of Conduct. In addition, although all employees are encouraged to personally report any ethical concerns without fear of retribution, the Company, through a third-party provider, maintains a HelpLine, a toll-free telephone and web-based system through which employees may report concerns confidentially and anonymously (the “HelpLine”). The HelpLine facilitates the communication of ethical concerns and serves as the vehicle through which employees may communicate confidentially and anonymously with (i) the Audit Committee regarding any concerns relating to accounting or auditing issues and (ii) the Nominating and Corporate Governance Committee regarding any other concerns.

Environmental & Social Commitments

Our purpose is Keeping Society Safe, Productive and Moving, which is built on our vision, mission, values and Absolutes of safety, ethics and controls. Our commitment to address the Environmental & Social needs is reflected in our culture, and how we build our products and conduct our business. We deliver on that commitment for our people and our communities by investing resources in ways that address ESG needs of our stakeholders. In addition, in 2020, we adopted a Human Rights policy to further codify our commitments in this area.

Products support environmental and safety measures. CIRCOR’s portfolio of flow and motion control products for the world’s most severe-service and mission-critical applications — from valves to instrumentation, actuation to pumps, motors to regulators — make our customers’ operations safer, and reduce waste, power consumption and emissions. Examples of the positive social and environmental benefits our products provide include:

Safety:

•The bottom unheading and center feed devices from our Refinery Valves business have directly contributed to reduced fatalities at coking refineries, by automating processes and removing workers from danger zones.

•Our Aerospace & Defense team in the United Kingdom supplies the Royal Navy and all NATO allies with submarine escape systems, the key piece of which is a specialized calibrated valve. This valve adapts to ambient water pressure to deliver enough pressurized air to a submariner to allow him or her to escape from a submarine that may be grounded on the sea-floor.

•Our commercial aerospace teams develop and manufacture backup blowdown systems designed to ensure landing gear doors will open in the event that the primary hydraulic systems fail.

Health & Safety:

•Our Zenith-brand metering pump is used to extrude the sophisticated fibers and plastics that are used in Kevlar bulletproof vests, surgical tubing and surgical thread.

•During the early part of the COVID-19 pandemic, our Uxbridge site worked with ventilator manufacturers to design, manufacture and sell a regulator and non-return valve for ventilators needed to support those infected with COVID-19.

Reduced environmental waste:

A line of isolation valves from the Refinery Valves business provides an improved sealing capability as compared to legacy technologies. This reduces the amount of positive-pressure steam required in the process, which in turn drastically reduces both water usage and wastewater runoff for refiners.

Emissions:

•The Industrial group pumps team offers a smart engine cooling system, which senses engine temperatures on commercial ships and throttles back the cooling pumps when they are not needed. This allows shippers to save energy and reduce emissions.

•Pumps from the Industrial group in Germany enable a reduction in sulfur dioxide pollutants from marine vessels in support of IMO 2020 pollutant reduction standards.

Productivity:

Our engineers work every day to enhance the efficiency of our pumps to allow our customers to reduce their carbon footprint and drive productivity in their facilities.

People are at our core. We focus our energy and resources on training and development, and our talent management practices strive to attract, engage, develop and retain a diverse, inclusive and engaged employee base.

Employee investments and initiatives include:

•Expanded diversity & inclusion focus and investment, including training, policies and employee resource groups;

•Formal and informal mentorship programs across CIRCOR;

•Leadership and management development programs at all levels of our management structure;

•A formalized rotational management training program for recent MBA and engineering graduates to bring fresh management and technical talent into the organization; and

•Educational assistance programs encouraging the continuing training of our U.S. employees by providing financial assistance for educational courses related to their jobs and careers.

As a result of these and other initiatives, we successfully filled 50% of senior level roles in 2021 with internal promotions.

We continue to strive to ensure the health, safety and general well-being of our teams, including increasing onsite safety measures, providing work from home flexibility where possible and providing wellness seminars to employees. Actions we haven taken in response to the pandemic’s challenges include the following:

•Encouraging those who are sick to stay home and continuing to use work-from-home where necessary to minimize potential outbreaks;

•Encouraging vaccination and fully covering the cost of COVID-19 vaccines;

•Increasing cleaning protocols across all locations;

•Establishing physical distancing procedures for employees who need to be onsite;

•Providing additional personal protective equipment and cleaning supplies;

•Implementing protocols to address actual and suspected COVID-19 cases and potential exposure;

•Utilizing of masks to be worn as recommended by local law; and

•Expanding our Employee Assistance Program to all of our employees worldwide.

Commitment to safety and environmental protection in our operations. CIRCOR is committed to protecting the environment and the health and safety of our employees, customers and the global communities where we operate, and safety is one of our Absolutes. Our culture of safety includes an ongoing training program, stand downs when injury events occur and encouraging our employees to speak up if they see a safety hazard. We empower our employees with measures including our Proactive Observation Program and Stop Work Authority. In 2021, we instituted a Safety Action Plan to reinforce the fundamentals of safety and focus on leading indicators. By incorporating Environmental, Health, and Safety (“EHS”) management into our business model, CIRCOR can offer high quality, cost-effective, reliable, safe and innovative products and services while conserving resources for future generations.

To fulfill this commitment, we endeavor to:

•Design, manage and operate our facilities in an environmentally responsible and safety-conscious manner in order to maximize safety, promote energy efficiency and manage our environmental impact throughout the product life cycle.

•Set objectives and targets that result in continuous improvement of our environmental, health and safety performance. In 2021 our Total Recordable Incident Rate was 0.83 and our Lost Time Incident Rate was 0.48. Improvement of these metrics is a key element of our safety initiatives in 2022.

•Train and inform employees of their responsibilities to protect the environment and the health and safety of themselves and their fellow employees.

•Ensure that leadership takes responsibility for taking immediate action to remove safety hazards when they are identified and reported.

•Through continued prioritization on the adoption of our CIRCOR Operating System (“COS”), drive improved safety metrics and develop a culture of sustainability and safety.

CIRCOR's COS creates a disciplined culture of continuous improvement for driving operational excellence in, among other things, sustainability and employee health and safety. Qualitative and quantitative performance metrics define site certification levels to help attain and sustain a high level of environmental, health and safety standards and culture. Through COS and our larger EHS program, employees are trained to proactively manage all types of risks, offer proactive suggestions and own decisions. COS certification in this area is measured by the development of a robust safety program and culture, management and audits, sustainable practices and employee engagement and risk surveys. As sites move from bronze to silver and then ultimately to a gold certification level, their rigor and performance must also improve.

CIRCOR derives all of its energy from the local electricity and natural gas grids. Some sites have gas-fueled electricity generators that are used only in the case of local power outage. We encourage the use of cleaner burning natural gas to diesel or gasoline for emergency and testing protocols. Furthermore, we do not maintain a significant number of fleet vehicles. As a result of the foregoing, our use of natural gas and other fossil fuels is limited and associated greenhouse gas emissions are limited.

Corporate Political Contributions

CIRCOR does not use corporate funds to make contributions to political parties or candidates, whether federal, state or local. Consistent with this approach, CIRCOR does not direct corporate funds to political organizations (that is, organizations organized under Section 527 of the Internal Revenue Code) or for communications to support or oppose specific political candidates (such as through electioneering communications or other corporate independent expenditures).

We do not have a company-sponsored Political Action Committee. We encourage employees to be engaged in their communities and value the right and responsibility of employees to participate as private citizens in political and governmental affairs. Any decisions about whether to be involved in such affairs is personal and voluntary.

CIRCOR is a member of various organizations, including industry groups and trade associations, which further our business, economic and community interests. These groups help keep the Company informed on developments and trends in the manufacturing industry and issues important to us as a global company and employer. These organizations may support their

member companies through educational forums, political activities and advocacy to advance issues of common concern to the manufacturing industry or the business community at large.

Related Party Transactions

The Company’s Board of Directors has adopted a Related Party Transactions Policy that requires that any proposed transaction involving the Company or a subsidiary of the Company in which a director or executive officer has direct economic or beneficial interest shall be reviewed and approved by the Audit Committee of the Board.

Since the beginning of Fiscal Year 2021, the Company was not a party to any transaction in which the amount involved exceeded $120,000 and in which an executive officer, director, director nominee or 5% stockholder (or their immediate family members) had a material direct or indirect interest, and no such person was indebted to the Company.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee in Fiscal Year 2021 were Mr. Dietz, Ms. Donikowski, Mr. Lisman, Mr. Wilver and Mr. O’Donnell, with Mr. Wilver and Mr. Dietz retiring from the Board effective April 30, 2021 and September 30, 2021, respectively. None of the Company’s executive officers serves as a member of the Board or compensation committee of any entity that has one or more of its executive officers serving as a member of the Company’s Compensation Committee. In addition, none of the Company’s executive officers serves as a member of the compensation committee of any entity that has one or more of its executive officers serving as a member of the Board.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of our common stock as of September 1, 2022, by:

•all persons known by us to beneficially own more than 5% of our common stock;

•each of our current directors;

•our NEOs included in the Summary Compensation Table appearing in this Proxy Statement; and

•all current directors and executive officers as a group.

The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC and includes voting or investment power with respect to securities. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power and includes any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days after September 1, 2022, through the exercise of any stock option, RSU or other right. The inclusion in this Proxy Statement of such shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of such shares. As of the record date of August 22, 2022, a total of 20,361,631 shares of our common stock were outstanding.

Unless otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares of common stock except, to the extent authority is shared by spouses under applicable law.


	Shares of Common Stock Beneficially Owned
Name of Beneficial Owner(1)	Number(2)	Percent(2)
BlackRock, Inc.(3)	3,154,113	15.5	%
T. Rowe Price Associates, Inc.(4)	2,836,534	13.9	%
The Vanguard Group(5)	1,797,708	8.8	%
Gabelli Entities(6)	1,592,907	7.8	%
Royce & Associates, LP(7)	1,220,740	6.0	%
Segall Bryant & Hamill, LLCs(8)	1,323,695	6.5	%

Scott Buckhout(9)	86,305	*
Samuel R. Chapin	10,994	*
Tina Donikowski	15,396	*
Arthur L George, Jr.s(10)	—	*
Abhishek Khandelwal(11)	10,489	*
Bruce Lisman	8,797	*
Helmuth Ludwig	27,120	*
Sumit Mehrotra(12)	19,832	*
Tony Najjar	31,493	*
John (Andy) O'Donnell	35,368	*
Arjun Sharma	65,013	*
Jill D. Smith	7,871	*
Jessica W. Wenzell	1,138	*

All current executive officers and directors as a group (ten)(13)	203,190	1.0	%

* Less than 1%.


(1)			The address of each stockholder in the table is c/o CIRCOR International, Inc., 30 Corporate Drive, Suite 200, Burlington, MA 01803, except that the address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055; the address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, MD 21202; the address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355; the address of the Gabelli Entities (as defined in Footnote 6) is One Corporate Center, Rye, NY 10580; ; the address of Royce & Associates is 745 Fifth Avenue, New York, NY 10151.
(2)			The number of shares of Common Stock outstanding used in calculating the percentage for each listed person and the directors and executive officers as a group includes the number of shares of Common Stock underlying stock options held by such person or group that are exercisable, and RSUs that vest within 60 days after March 31, 2022, but excludes shares of Common Stock underlying stock options or RSUs held by any other person. Amounts in the table include: 10,107 options for Mr. Najjar and 22,389 options for Mr. Sharma.
(3)			The information is based on a Schedule 13F-HR filed with the SEC on August 12, 2022 on behalf of BlackRock, Inc. (“BlackRock”). According to the filing, BlackRock has sole investment discretion over 3,154,113 shares and sole voting authority over 3,128,587 shares. The firm does not have the authority to vote 25,526 of the reported shares.
(4)			This information is based on a Schedule 13G filed with the SEC on August 10, 2022, on behalf of T. Rowe Price Investment Management, Inc. (“Price Investment”) and T. Rowe Price Small-Cap Value Fund, Inc. (“T. Rowe Small Cap”) and a Form 13G/A filed with the SEC on August 10, 2022, on behalf of on behalf of T. Rowe Price Associates, Inc. (“Price Associates”). According to the filings, Price Investment has sole dispositive power over 2,831,271 shares and sole voting authority over 969,248 shares. T. Rowe Small Cap has sole voting authority over 1,839,666 shares. Price Associates has sole dispositive power and sole voting authority over 5,263 shares. Price Investment and Price Associates do not serve as custodians of the assets of any of their clients; in each instance, only the client or the client’s custodian or trustee bank has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. The ultimate power to direct the receipt of dividends paid with respect to, and the proceeds from the sale of, such securities, is vested in the individual and institutional clients which Price Investment and Price Associates serves as an investment adviser. Any and all discretionary authority which has been delegated to Price Investment and Price Associates may be revoked in whole or in part at any time. Not more than 5% of the class of such securities is owned by any one client subject to the investment advice of Price Investment and Price Associates. With respect to securities owned by any one of the registered investment companies sponsored by Price Investment or Price Associates which it also serves as investment adviser (the “T. Rowe Price Funds”), only the custodian for each of such T. Rowe Price Funds has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. No other person is known to have such right, except that the shareholders of each such T. Rowe Price Fund participate proportionately in any dividends and distributions so paid.
(5)			The information is based on a Schedule 13F-HR/a filed with the SEC on August 12, 2022 on behalf of The Vanguard Group. According to the filing, The Vanguard Group has sole investment discretion over 1,797,708 shares, and shared voting authority over 34,607 shares. The firm does not have the authority to vote 1,763,101 of the reported shares.
(6)			The information is based on an amended Schedule 13D filed with the SEC on August 11, 2022, on behalf of Mario J. Gabelli and various entities which Mr. Gabelli directly or indirectly controls or for which he acts as chief investment officer including, but not limited to, Gabelli Funds, LLC, GAMCO Asset Management Inc., Gabelli & Company Investment Advisors, Inc., Teton Advisors, Inc., GGCP, Inc., GAMCO Investors, Inc., and Associated Capital Group, Inc. (collectively, the “Gabelli Entities”). According to the amended Schedule 13D, the Gabelli Entities engage in various aspects of the securities business, primarily as investment advisors to institutional and individual clients, including registered investment companies and pension plans, and as general partners (or the equivalent of) in private investment partnerships or private funds and as a registered broker-dealer. Certain of the Gabelli Entities may also make investments for their own accounts. According to the amended Schedule 13D, Gabelli Funds, LLC, GAMCO Asset Management Inc. and Teton Advisors, Inc. beneficially owned 591,353, 1,269,884 and 74,266 shares, respectively. Gabelli & Company Investment Advisers, Inc. and the Gabelli Foundation, Inc. beneficially owned 58,953 and 26,000 shares, respectively. Mr. Gabelli, GAMCO Investors, Inc., GGCP, Inc. and Associated Capital Group, Inc. are deemed to beneficially own the shares owned beneficially by each of the Gabelli Entities. Subject to certain limitations, each of the Gabelli Entities has sole dispositive and voting power, either for its own benefit or for the benefit of its investment clients or partners, as the case may be, in the shares beneficially owned by such entity, except that (i) GAMCO Asset Management Inc. does not have the authority to vote 26,100 of the reported shares, (ii) Gabelli Funds, LLC has sole dispositive and voting power with respect to the shares of the Company held by the various funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Company and, in that event, the proxy voting committee of each such fund shall respectively vote that fund's shares, (iii) at any time, the proxy voting committee of each such fund may exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special circumstances such as regulatory considerations, and (iv) the power of Mr. Gabelli, Associated Capital Group, Inc., GAMCO Investors, Inc., and GGCP, Inc. is indirect with respect to shares beneficially owned directly by other Gabelli Entities.
(7)			The information is based on the Schedule 13F-HR filed with the SEC on August 4, 2022 on behalf of Royce & Associates LP ("Royce Associates"). According to the filing, Royce Associates has sole investment discretion and and sole voting authority over 1,220,740 shares.
(8)			The information is based on a Form 13F-HR filed with the SEC on August 15, 2022 on behalf of Segall Bryant & Hamill, LLC. According to the filing, Segall Bryant & Hamill has sole voting authority over 1,064,830 shares. The firm does not have the authority to vote 258,865 of the reported shares.
(9)			Mr. Buckhout terminated his employment with the Company on January 19, 2022 and information provided is as of that date.
(10)			Arthur L. George, Jr. joined the Board of Directors on January 26, 2022 and resigned on July 22, 2022, due to health reasons.
(11)			Mr. Khandelwal terminated his employment with the Company on December 31, 2021, and information provided is as of that date.
(12)			Mr. Mehrotra terminated his employment with the Company on July 5, 2021, and information provided is as of that date.
(13)			Includes 33,984 shares of Common Stock issuable upon the exercise of outstanding stock options that will be exercisable within 60 days after March 31, 2022.

MANAGEMENT

Our executive officers and key employees, and their respective ages and positions, as of August 31, 2022, are as follows:


Name	Age	Position
Tony Najjar	61	President and Chief Executive Officer
Arjun ("AJ") Sharma	45	Chief Financial Officer and Senior Vice President, Business Development
Jessica Wenzell	47	Senior Vice President, General Counsel & Secretary and Chief People Officer
Amit Goel

SEC Form DEF 14A filed by CIRCOR International Inc.