Edgar Filing: CIRCOR INTERNATIONAL INC

CIR_DEF_14A_March 2014

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 þ

Filed by a Party other than the Registrant c

Check the appropriate box:



c	Preliminary Proxy Statement
c	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ	Definitive Proxy Statement
c	Definitive Additional Materials
c	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 the appropriate box):



þ	No fee required
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c	Fee paid previously with preliminary materials.
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30 Corporate Drive, Suite 200

Burlington, MA 01803

(781) 270-1200

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Wednesday, April 30, 2014

NOTICE IS HEREBY GIVEN that the Annual Meeting (the "Annual Meeting") of Stockholders of CIRCOR International, Inc. (the "Company") will be held on Wednesday, April 30, 2014, at 9:00 AM local time, at the offices of the Company's subsidiary, Pibivesse Srl, located at Via Bergamina 24 in Nerviano (Milan), Italy, 20014. The Annual Meeting is being called for the purpose of considering and voting upon the following proposals:


1.	To elect two Class III directors for three-year terms, such terms to continue until the Annual Meeting of Stockholders in 2017 and until each such director's successor is duly elected and qualified or until his earlier resignation or removal;


2.	To ratify the selection by the Audit Committee of the Board of Directors of the Company of Grant Thornton LLP as the Company's independent auditors for the fiscal year ending December 31, 2014;


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


4.	To approve the Company’s 2014 Stock Option and Incentive Plan including the performance compensation parameters set forth therein; and


5.	Such other business as may properly come before the annual meeting and any adjournments or postponements thereof.

The Board of Directors has fixed the close of business on March 14, 2014 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 $.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. In the event there are not sufficient shares to be voted in favor of any of the foregoing proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies.

All stockholders are cordially invited to attend the Annual Meeting in person. To assure your representation at the Annual Meeting, we urge you to vote via the Internet or by telephone by following the instructions on the Notice of Internet Availability of Proxy Materials (the "Notice") you received or, if you have requested a proxy card by mail, by signing, voting and returning your proxy card in the enclosed envelope. For specific instructions on how to vote your shares, please review the instructions for each of these voting options that are detailed in your Notice and in the Company's Proxy Statement. If you attend the Annual Meeting, you may vote in person even if you have previously voted via the Internet or by telephone or returned a proxy card.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on April 30, 2014: Our Proxy Statement, a form of proxy and a letter to stockholders from our President and Chief Executive Officer and our Chief Financial Officer, together with our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, are available for viewing, printing and downloading at www.proxy.CIRCOR.com.

Directions to the Annual Meeting are included on the last page of the Company's Proxy Statement.

By Order of the Board of Directors

Alan J. Glass

Secretary

Burlington, Massachusetts

March 21, 2014

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE REQUESTED TO COMPLETE YOUR PROXY AS INDICATED ABOVE. YOUR PROXY IS REVOCABLE UNTIL THE TIME SET FORTH IN THE COMPANY'S PROXY STATEMENT AND, IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON EVEN IF YOU HAVE PREVIOUSLY COMPLETED YOUR PROXY.

If you have any questions or need assistance voting your shares, please contact MacKenzie Partners, Inc., the Company's proxy solicitor, at (800) 322-2885 or (212) 929-5500 or at proxy@mackenziepartners.com.

PROXY STATEMENT

TABLE OF CONTENTS



	Page
PROXY STATEMENT	5
CORPORATE GOVERNANCE	7
PROPOSAL 1 ELECTION OF DIRECTORS	13
MANAGEMENT	14
COMPENSATION DISCUSSION AND ANALYSIS	16
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION AND OTHER PAYMENTS TO THE NAMED EXECUTIVE OFFICERS	29
COMPENSATION SUMMARY	29
Summary Compensation Table	29
2013 All Other Compensation Table	31
2013 Grants of Plan-Based Awards	32
Outstanding Equity Awards at 2013 Fiscal Year-End	34
2013 Option Exercises and Stock Vested	35
2013 Pension Benefits	36
2013 Nonqualified Deferred Compensation	37
SEVERANCE AND OTHER BENEFITS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL	38
DIRECTOR COMPENSATION	42
COMITTEE REPORTS	43
Compensation Committee Report	43
Audit Committee Report	43
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	44
PROPOSAL 2 RATIFICATION OF AUDITORS	46
PROPOSAL 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION	47
PROPOSAL 4 APPROVAL OF 2014 STOCK OPTION AND INCENTIVE PLAN	48
MARKET VALUE	56
EXPENSE OF SOLICITATION	56
SUBMISSION OF STOCKHOLDER PROPOSALS FOR ANNUAL MEETING IN 2014	56
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	57
OTHER MATTERS	57
Exhibit A - 2014 Stock Option and Incentive Plan	58
Proxy Card	78

30 Corporate Drive, Suite 200

Burlington, MA 01803

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Wednesday, April 30, 2014

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") for use at the Annual Meeting of Stockholders of the Company to be held on Wednesday, April 30, 2014, at 9:00 AM local time, and any adjournments or postponements thereof (the "Annual Meeting"). The Annual Meeting will be held at the offices of the Company's subsidiary, Pibivesse Srl, located at Via Bergamina 24 in Nerviano (Milan), Italy, 20014.

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


1.	To elect two Class III directors for three-year terms, such terms to continue until the Annual Meeting of Stockholders in 2017 and until each such director's successor is duly elected and qualified or until his earlier resignation or removal;


2.	To ratify the selection by the Audit Committee of the Board of Directors of the Company of Grant Thornton LLP as the Company's independent auditors for the fiscal year ending December 31, 2014;


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


4.	To approve the Company’s 2014 Stock Option and Incentive Plan including the performance compensation parameters set forth therein; and


5.	Such other business as may properly come before the annual meeting and any adjournments or postponements thereof.

This Proxy Statement and the form of proxy were first made available to stockholders on or about March 21, 2014. The Board has fixed the close of business on March 14, 2014 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 $.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. As of the Record Date, there were 17,643,499 shares of Common Stock outstanding and entitled to vote at the Annual Meeting and approximately 70 stockholders of record. 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.

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. For Proposal 1, the election of two Class III directors, each nominee shall be elected as a director of the Company if he receives the affirmative vote of a plurality of the votes cast. The approval of a majority of the votes cast is necessary to approve each of Proposal 2, the ratification of the selection of Grant Thornton LLP as the Company's independent auditors for the fiscal year ending December 31, 2014 (the "Fiscal Year 2014"). Proposal 3, the consideration of an advisory resolution approving the compensation of the Company's Named Executive Officers, and Proposal 4, the approval of the Company’s 2014 Stock Option and Incentive Plan including the performance compensation parameters set forth therein.

Shares that reflect abstentions or "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 the directors (Proposal 1), votes may be cast "for" or "withheld" from the nominees. Votes cast "for" the nominees will count as "yes" votes; votes that are "withheld" from the nominees will not be voted with respect to the election of the nominees. With

respect to Proposal 2, Proposal 3 and Proposal 4, votes may be cast "for," "against" or "abstain." In the case of Proposal 2, Proposal 3 and Proposal 4, abstentions are not considered votes cast on each 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. Proposal 1, Proposal 3 and Proposal 4 are each "non-discretionary" items and, therefore, brokers and nominees do not have discretionary voting power with respect to such matters. Broker non-votes will have no effect on Proposal 1, Proposal 3 and Proposal 4. With respect to Proposal 1, Proposal 3 and Proposal 4, if you do not instruct your broker how to vote with respect to these matters, your broker may not vote with respect to these items and those 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.

This year, pursuant to rules adopted by the Securities and Exchange Commission (the "SEC"), we have again elected to provide access to our proxy materials over the Internet. Accordingly, we have sent a Notice Regarding the Availability of Proxy Materials (the "Notice") to certain of our stockholders (excluding those stockholders who previously have requested that they receive electronic or paper copies of our proxy materials). Stockholders have the ability to access our proxy materials on the website referred to in the Notice or request a printed set of our proxy materials. Instructions on how to access our proxy materials over the Internet and request a printed copy of our proxy materials may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We believe this process should expedite your receipt of our proxy materials and reduce the environmental impact of our Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on April 30, 2014: This Proxy Statement, a form of proxy, a letter to stockholders from our President and Chief Executive Officer, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 ("Fiscal Year 2013"), are available for viewing, printing and downloading at www.proxy.CIRCOR.com.

Your vote is important. If you are a stockholder whose shares are registered in your name, you may vote your shares in person at the meeting or by one of the following methods:


1.	Vote by internet by going to the web address www.voteproxy.com and following the instructions for internet voting on such website or on your Notice or proxy card;


2.	Vote by telephone by dialing 1-800-PROXIES (776-9437) in the United States or 1-718-921-8500 from foreign countries and following the instructions; or


3.	Vote by proxy card if you received a paper copy of these materials by completing, signing, dating, and mailing your proxy card in the envelope provided. If you vote by internet or telephone, please do not mail your proxy card.

In order to vote via the internet or by telephone, stockholders whose shares are registered in their name must have the stockholder identification number which is provided in the Notice.

If you hold your shares in street name, you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares voted.

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


1.	Filing with the Secretary of the Company, before the taking of the vote at the Annual Meeting, a written notice of revocation bearing a later date than the proxy;


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;


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


4.	Attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute a revocation of a proxy).

To be effective, any written notice of revocation or subsequent proxy must be sent so as to be delivered to the Company's Secretary at the Company's corporate headquarters before the taking of the vote at the Annual Meeting.

Common Stock represented by properly executed proxies 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 therein, properly

executed proxies will be voted "FOR" the election of the nominees for director listed in this Proxy Statement, "FOR" ratification of the selection of Grant Thornton LLP as the Company's independent auditors for Fiscal Year 2014, "FOR" approval of the resolution regarding compensation of the Company's Named Executive Officers and “FOR” approval of the Company’s 2014 Stock Option and Incentive Plan including the performance compensation parameters set forth therein . It is not anticipated that any other matters will be presented at the Annual Meeting. However, if other matters are duly presented, proxies will be voted in accordance with the discretion of the proxy holders.

Except where otherwise incorporated by reference, neither the Annual Report nor the letter from our President and Chief Executive Officer to our stockholders is a part of the proxy solicitation material.

If you have any questions or need assistance voting your shares, please contact MacKenzie Partners, Inc., our proxy solicitor, at (800) 322-2885 or (212) 929-5500 or at proxy@mackenziepartners.com.

CORPORATE GOVERNANCE

Independence of Directors

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 director, other than our Chief Executive Officer Scott A. Buckhout, is independent of the Company. In evaluating the independence of each director, the Board applied the standards and guidelines set forth in the applicable 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 other than Mr. Buckhout 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 other than Mr. Buckhout 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.

In making its determination, the Nominating and Corporate Governance Committee and the Board also considered the fact that one of our directors, David F. Dietz, is a partner of Goodwin Procter LLP ("Goodwin Procter"), a law firm that, upon the recommendation of the Company’s General Counsel and advance approval of the Board, provides legal services to the Company with respect to certain matters not involving Mr. Dietz. After considering the nature of the matters for which Goodwin Procter provides services, the fees paid by the Company to Goodwin Procter in proportion to Goodwin Procter's overall revenues (significantly less than one percent), as well as both the independent judgment that Mr. Dietz has exhibited during his fourteen and one-half year tenure as a director and his ability to maintain such independent judgment, the Board determined that the relationship between Goodwin Procter and the Company does not result in Mr. Dietz having a material relationship with the Company and does not compromise his independence.

Principles of Corporate Governance

The Nominating and Corporate Governance Committee of the Board 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 hardcopy will be provided by the Company free of charge to any stockholder who requests it by writing to the Company's Secretary at the Company's corporate headquarters.

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 law (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 hardcopy will be provided by the Company free of charge to any stockholder who requests it by writing to the Company's Secretary at the Company's corporate headquarters.

In order to enhance understanding of and compliance with the Code of Conduct, the Company has undertaken a number of additional steps. Through a third-party provider, the Company maintains an on-line 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 the Company's HelpLine (the "HelpLine"), a toll-free telephone and web-based ("hotline") through which employees may report concerns confidentially and anonymously. The HelpLine facilitates the communication of ethical concerns and serves as the vehicle through which employees may communicate with the Audit Committee of the Board confidentially and anonymously regarding any accounting or auditing concerns.

Nomination of Directors/Director Attendance at Annual Meetings

General Criteria

The Nominating and Corporate Governance Committee recognizes that the challenges and needs of the Company will vary over time and, accordingly, believes 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. Accordingly, the Nominating and Corporate Governance Committee does not believe it is in the best interests of the Company to establish rigid criteria for the selection of nominees 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 on the Board and, therefore, will consider and seek nominees who, in addition to general management experience and business knowledge, possess, among other attributes, an expertise in one or more of the following areas: finance, manufacturing technology, international business, investment banking, business law, corporate governance, risk assessment, business strategy, organizational development, and investor relations. In addition, there are certain general attributes that the Nominating and Corporate Governance Committee believes all director candidates must possess, which include:


•	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.

As noted in the Principles of Corporate Governance, a majority of directors must be independent. The Nominating and Corporate Governance Committee, however, also believes 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. We believe that, based on the background and experience of each director, as described below, the current Board reflects diversity in business and professional experience and skills.

As a matter of good corporate governance, the Company's Principles of Corporate Governance limit the number of public company directorships any director of the Company may hold to three, including that of the Company. We believe this policy assists the Board in continuing to focus on and carry out the Board activities of the Company efficiently.

Stockholder Nominations

The Nominating and Corporate Governance Committee will consider nominations submitted by stockholders, provided that such nominations 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.

Therefore, in order 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 2015, stockholder recommendations for director must be received by the Company's Secretary at the Company’s corporate headquarters prior to November 21, 2014. 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 the Company's 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. Potential nominations that meet the criteria described above will be forwarded to the Chairman of the Nominating and Corporate Governance Committee for further review and consideration by such committee. See “Submission of Stockholder Proposals for Annual Meeting in 2015” below in this Proxy Statement for further information regarding procedures that must be followed by stockholders in order to nominate candidates for director at the 2015 annual meeting.

Evaluation of Candidates

In evaluating candidates for director, the Nominating and Corporate Governance Committee applies the skills, experience, qualifications and demeanor of the individual against the general criteria set forth above, including the particular needs of and issues facing, or likely to face, the Company at the time of consideration of the individual. In addition, with regard to current directors, the Nominating and Corporate Governance Committee takes into consideration such individuals' performance as directors. The Nominating and Corporate Governance Committee intends to evaluate any stockholder candidates in the same manner as candidates from any other sources.

Director Attendance at Annual Meetings

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 1, 2013, all of our directors at the time were in attendance. We anticipate that all of our directors will be in attendance at the April 30, 2014 Annual Meeting.

Our Board and Committee Structure

The Board

Our Board currently consists of seven members who are divided into three classes, with three directors in Class I, two directors in Class II, and two directors in Class III. Directors serve for staggered three-year terms, with one class of directors being elected by the Company's stockholders at each annual meeting. Our Board maintains three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.

The table below sets forth the name, age, class, and committee membership for each of our directors as of March 17, 2014:



Director	Age	Director Class	Audit Committee	Compensation Committee	Nominating/ Corporate Governance Committee	Non- Mgmt Directors
David F. Dietz (1)	64	I				Ÿ
Douglas M. Hayes	70	I		C	M	Ÿ
Norman E. Johnson	65	I		M	M	Ÿ
Jerome D. Brady	70	II	M		C	Ÿ
Peter M. Wilver	54	II	C			Ÿ
John (Andy) O'Donnell	65	III	M	M		Ÿ
Scott A. Buckhout	47	III



C	Chairman of Committee	Director Class Term Expires at Annual Meeting:	I = 2015
M	Committee Member		II = 2016
(1)	Chairman of the Board of Directors		III = 2014

Director Qualifications

The biographies of each of the nominees and continuing directors below contain, among other things, information regarding the person's service as a director, business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that, among other things, led the Nominating and Corporate Governance Committee and the Board to the conclusion that such individual should serve as a director for the Company.

Jerome D. Brady. Mr. Brady has served as a member of the Board since 2003. Prior to retiring in 2000, Mr. Brady served as the President and Chief Executive Officer of C&K Components, Inc., a manufacturer of electronic components located in Watertown, Massachusetts. He also previously served as Chairman, President and Chief Executive Officer of AM International, Inc., a global manufacturer of printing equipment, headquartered in Rosemont, Illinois. Mr. Brady is also a director and member of the audit committee of Franklin Electric Company, Inc. We believe Mr. Brady's qualifications to sit on our Board include his record of success in leadership positions in manufacturing companies having attributes similar to our Company, as well as his extensive experience in corporate acquisitions and international markets.

Scott A. Buckhout. Mr. Buckhout joined CIRCOR as President and Chief Executive Officer and was appointed to the Board in April 2013. Prior to joining CIRCOR, Mr. Buckhout served in a number of senior level positions at United Technologies Corporation (UTC) from 2007 to 2012, including President of UTC Fire & Security, President of Global Fire Products and President, Systems and Firefighting. Prior to UTC, Mr. Buckhout held a number of senior roles at Honeywell International Corporation in the Consumer Products and Friction Materials divisions. He spent five years in Europe for UTC and Honeywell, including as Vice President and General Manager, Consumer Products Group, Honeywell Europe, Middle East, Asia and Vice President and General Manager, Honeywell Friction Materials - Europe. He also previously worked in general management and strategy consulting roles at Booz Allen & Hamilton and The Boeing Company. We believe Mr. Buckhout’s qualifications to sit on our Board include his extensive experience in leading, improving the operational performance of, and profitably growing large, multi-national manufacturing businesses through both organic and acquisition related activities.

David F. Dietz. Mr. Dietz has served as a member of the Board since its inception in 1999. Mr. Dietz has been a partner of the law firm of Goodwin Procter since 1984. Mr. Dietz is also a director and Chairman of the Independent Directors and Compensation Committee of the Andover Companies, a property and casualty insurance company, and High Liner Foods (USA), Inc., a frozen food company. We believe Mr. Dietz' qualifications to sit on our Board include his experience in corporate governance and legal matters, including corporate acquisitions and corporate finance.

Douglas M. Hayes. Mr. Hayes has served as a member of the Board since 2002. Since 1997, Mr. Hayes has been the President of Hayes Capital Corporation, a private investment firm and, from 1997 through 2001, he also served as Chairman of Compass Aerospace Corporation, an aerospace parts manufacturer. From 1986 through 1997, Mr. Hayes was a Managing Director of the

investment firm Donaldson, Lufkin & Jenrette. Mr. Hayes currently is a member of the board of directors of Reliance Steel and Aluminum Co. and, from 2004 through 2008, was a member of the board of directors of Sands Regent, Inc., at which time the company was sold. We believe Mr. Hayes' qualifications to sit on our Board include his record of success as an investment banker and as a partner of a major investment bank, as well as the related expertise he possesses in capital markets, corporate acquisitions, corporate finance and the energy and aerospace industries.

Norman E. Johnson. Mr. Johnson has served as a member of the Company’s Board of Directors since 2012. Mr. Johnson is the recently retired Executive Chairman and former President and Chief Executive Officer of CLARCOR, Inc., a publicly-traded global manufacturer of filtration products, services and systems. Prior to his retirement, he held multiple executive leadership positions within CLARCOR, including eleven years as Chairman, President and Chief Executive Officer and, prior to that, five years as President and Chief Operating Officer. Mr. Johnson also serves on the boards of directors of Cracker Barrel Old Country Stores, Inc., a publicly-traded operator of stores and restaurants and of Schneider National, a privately-held multi-billion dollar trucking and logistics company. We believe Mr. Johnson’s qualifications to sit on the Board include his extensive experience driving revenue and earnings growth and enhancement of shareholder value of a large, multi-national manufacturing company and his expertise in end-markets and technologies.

John (Andy) O'Donnell. Mr. O'Donnell has served as a member of the Company's Board of Directors since 2011. Until his January 2014 retirement, Mr. O'Donnell had worked at Baker Hughes 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. 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. Prior to that 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. We believe that Mr. O'Donnell's qualifications to sit on the Board include his expertise in international energy markets and extensive experience leading multi-national manufacturing operations.

Peter M. Wilver. Mr. Wilver has served as a member of the Company's Board since 2010. Mr. Wilver is Senior Vice President and Chief Financial Officer of Thermo Fisher Scientific Inc. ("Thermo Fisher"), a publicly-traded leading provider of laboratory products and services. Mr. Wilver joined Thermo Fisher, formerly Thermo Electron Corporation, in 2000 as Vice President, Financial Operations, and was named Chief Financial Officer in 2004. Before joining Thermo Fisher, Mr. Wilver worked for General Electric, Grimes Aerospace Company, and Honeywell International (formerly AlliedSignal), where he most recently served as Vice President and Chief Financial Officer of the electronic materials business. We believe Mr. Wilver's qualifications to sit on the Board include his experience in strategic planning and expertise in leading the financial and accounting functions of large, multi-national manufacturing companies.

Committees

Audit Committee. The Audit Committee, which consists of Messrs. Wilver, Brady and O'Donnell (all of whom have been affirmatively determined by the full Board to be independent directors), is directly responsible for overseeing the integrity of the Company's financial statements and 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 and the Company's compliance with legal and regulatory requirements. To satisfy these oversight responsibilities, the Audit Committee separately meets regularly with the Company's Chief Financial Officer; Director of Internal Audit; Grant Thornton LLP, the Company's independent auditors; and management. 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 hardcopy of the Audit Committee Charter to stockholders free of charge upon written request to the Company's Secretary at the Company's corporate headquarters. Each member of the Audit Committee is "independent," as that term is defined in both the applicable listing standards of the NYSE and the rules of the SEC. Each member also 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. Wilver, is an "audit committee financial expert" under the disclosure standards adopted by the SEC.

Compensation Committee. The Compensation Committee, which consists of Messrs. Hayes, O'Donnell and Johnson (all of whom have been affirmatively determined by the full Board to be independent directors and to also meet the stricter independence standards applicable to compensation committee members under NYSE listing standards), reviews and determines the compensation arrangements for the Company's Chief Executive Officer and reviews the recommendations of the

Chief Executive Officer 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 Amended and Restated 1999 Stock Option and Incentive Plan (the "Equity Incentive Plan"); 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.

Since early 2012, the Committee has engaged Pearl Meyer & Partners (“Pearl Meyer”) as its compensation consultant. In so doing, the Compensation Committee has affirmatively determined that Pearl Meyer is independent and has no conflict of interest as contemplated under NYSE listing standards. Pearl Meyer’s fees for executive compensation consulting to the Compensation Committee in Fiscal Year 2013 were approximately $240,000. The executive compensation services provided include assisting in defining the Company's executive compensation strategy, providing market benchmark information, supporting the design of both short-term and long-term incentive compensation plans and considering regulatory and governance guidelines. In making its compensation decisions, the Compensation Committee relies significantly on the information provided by Pearl Meyer.

For additional discussion regarding the role of the compensation consultant, please see the section of this Proxy Statement titled "Compensation Discussion and Analysis." 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 hardcopy of the Compensation Committee Charter to stockholders free of charge upon written request to the Company's Secretary at the Company's corporate headquarters.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee, which consists of Messrs. Brady, Hayes and Johnson (each of whom has been affirmatively determined by the full Board to be independent directors), 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 of the Board and management, recommending to the Board appropriate levels of director compensation and, together with the Audit Committee, monitoring compliance with the Company's Code of Conduct. The Nominating and Corporate Governance Committee operates in accordance with a charter (the "Nominating and Corporate Governance Charter"), which is available on the Company's website at www.CIRCOR.com under the "Investors" sub link. The Company also will provide a hardcopy of the Nominating and Corporate Governance Charter to stockholders free of charge upon written request to the Company's Secretary at the Company's corporate headquarters.

Except for the availability of this Proxy Statement and the Form of Proxy for the 2014 Annual Meeting of stockholders, 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.

Board and Committee Meetings

The following table sets forth the number of meetings held during Fiscal Year 2013 by the Board and by each committee thereof. Each of the directors attended at least 75% of the total number of meetings of the Board and of the committees of which he was a member during the time each such individual was a member of the Board.



	Number of Meetings
Board of Directors	10
Audit Committee	6
Compensation Committee	9
Nominating and Corporate Governance Committee	2

Board Leadership Structure and Role in Risk Oversight: Chairman of the Board; Communications with Independent Directors

The Board has concluded that having a separate Chairman of the Board and Chief Executive Officer is currently the most appropriate and effective leadership structure. In reaching this conclusion, the Board considered that separating the roles of Chairman and Chief Executive Officer would most effectively provide the Company access to the judgments and experience of Mr. Dietz, as Chairman of the Board, and Mr. Buckhout, as Chief Executive Officer while providing a mechanism for the Board’s independent oversight of management. As Chairman of the Board, Mr. Dietz presides over the meetings of the Board

and the stockholders, utilizing his extensive experience in corporate governance and legal matters and familiarity with the Company, including his service as a member of the Board of Directors since the Company’s inception and as the lead independent director from 2004 until he was appointed Chairman of the Board in December 2012. Among his responsibilities as Chairman, in addition to presiding over Board meetings, Mr. Dietz approves Board agendas and schedules, monitors activity of the Board’s committees, communicates regularly with the Chief Executive Officer and other management on behalf of the Board, monitors and participates in communication with major stockholders, leads the annual performance evaluations of the Board and the Chief Executive Officer and is responsible for the Company’s Chief Executive Officer succession planning process. Mr. Buckhout, in turn, is able to focus more attention to management of the Company’s business in his capacity as Chief Executive Officer.

The Board has established a process through which interested parties, including stockholders, may communicate with the independent directors. Specifically, communications may be sent directly to the Chairman of the Board, who, as discussed above, is an independent director, at the following address: P.O. Box 146699, Boston, Massachusetts 02114.

Board Risk Oversight

We believe that our current Board leadership structure fosters appropriate risk oversight for the Company for a number of reasons, the most significant of which are discussed below. The Board is actively involved in oversight of risks that could affect the Company. This administration is coordinated primarily through the committees of the Board, as disclosed in the descriptions of each of the committees above 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 the general oversight of risk. The Board satisfies this responsibility through full reports from each committee chair regarding the committee's considerations and actions under its purview, as well as through regular reports directly from personnel of the Company responsible for oversight of particular risks within the Company. This process enables the Board and its committees to coordinate and supervise risk oversight, particularly with respect to risks that are overseen by different committees of the Board and different personnel within the Company. Executive sessions of the Board without any management present allow the independent directors to review key decisions and discuss matters in a manner that is independent of the Chief Executive Officer and, where necessary, critical of the Chief Executive Officer and senior management. The Chairman of the board leads all such executive sessions. In addition, all key committees of the Board are comprised solely of, and chaired by, independent directors.

PROPOSAL 1

ELECTION OF DIRECTORS

At the Annual Meeting, two Class III directors will be elected to serve until the annual meeting of stockholders in 2017 and until each such director's successor is duly elected and qualified or until each such director's earlier death or resignation. The Nominating and Corporate Governance Committee has recommended, and the full Board has nominated, Scott A. Buckhout and John (Andy) O’Donnell, the current Class III directors, for election at the Annual Meeting. Mr. O'Donnell has served as a Class III director since his appointment in November 2011, while Mr. Buckhout has served as a Class III director since his appointment in April 2013 when he was hired as President and Chief Executive Officer of the Company. In both cases, the appointments resulted from extensive searches conducted by the Board utilizing the assistance of independent third-party retained search firms. Unless otherwise specified in the proxy, it is the intention of the persons named in the proxy to vote the shares represented by each properly executed proxy for the election of Messrs. Buckhout and O’Donnell as directors. Messrs. Buckhout and O’Donnell have each agreed to stand for election and to serve, if elected, as directors. However, if either of Messrs. Buckhout or O'Donnell fails to stand for election or is unable to accept election, the proxies will be voted for the election of such other person as the Board may recommend.

Board Recommendation

THE BOARD RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES OF THE BOARD AS DIRECTORS OF THE COMPANY.

UNLESS OTHERWISE INSTRUCTED, PROXIES SOLICITED BY THE BOARD WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES OF THE BOARD.

Vote Required For Approval

A quorum being present, each nominee shall be elected as a director of the Company if he receives the affirmative vote of a plurality of the votes cast.

MANAGEMENT

Executive Officers and Key Employees

Our executive officers and key employees, and their respective ages and positions as of March 18, 2013, are as follows:



Name	Age	Position
Scott A. Buckhout	47	President and Chief Executive Officer, and Director
Rajeev Bhalla	51	Executive Vice President and Chief Financial Officer
Wayne F. Robbins	62	Executive Vice President and Group President, CIRCOR Energy
Alan J. Glass	50	Vice President, General Counsel and Secretary
Vincent Sandoval	51	Vice President and Group President, CIRCOR Aerospace & Defense
John F. Kober, III	44	Vice President, Corporate Controller, Treasurer and Assistant Secretary
Lisa Ryan	56	Vice President, Chief Information Officer
Arjun Sharma	37	Vice President, Business Development

Scott A. Buckhout. Mr. Buckhout joined CIRCOR as President and Chief Executive Officer and was appointed to the Board in April 2013. Prior to joining CIRCOR, Mr. Buckhout served in a number of senior level positions at United Technology Corporation (UTC) from 2007 to 2012, including President of UTC Fire & Security, President of Global Fire Products and President, Systems and Firefighting. Prior to UTC, Mr. Buckhout held a number of senior roles at Honeywell International Corporation in the Consumer Products and Friction Materials divisions. He spent five years in Europe for UTC and Honeywell, including as Vice President and General Manager, Consumer Products Group, Honeywell EMEA and Vice President and General Manager, Honeywell Friction Materials - Europe. He also previously worked in general management and strategy consulting roles at Booz Allen & Hamilton and The Boeing Company. Mr. Buckhout earned a Master of Business Administration in Operations & Finance from the J.L. Kellogg Graduate School of Management at Northwestern University, and a Bachelor of Science in Aerospace Engineering from Texas A&M University.

Rajeev Bhalla. Mr. Bhalla joined CIRCOR as Executive Vice President and Chief Financial Officer in December 2013. Prior to joining CIRCOR, Mr. Bhalla served as Vice President, Finance and Chief Financial Officer for Sikorsky Aircraft Corporation since May 2012. He joined Sikorsky from United Technologies’ Pratt & Whitney division where he had served as Vice President and Chief Financial Officer since 2005 and was responsible for all financial operations worldwide. Prior to that, Mr. Bhalla served as Vice President and Corporate Controller for Lockheed Martin Corporation and as a partner with PricewaterhouseCoopers, serving large multi-national, technology and middle-market clients in a variety of industries. He holds a Bachelors of Business Administration - Magna Cum Laude from the University of Massachusetts Amherst, and is a Certified Public Accountant.

Wayne F. Robbins. Mr. Robbins has served as Executive Vice President and Group President, CIRCOR Energy since November 2013. From April 2013 through October 2013, he served as Executive Vice President and Chief Operating Officer, and, from December 2012 until April 2013, he also served as Acting President and Chief Executive Officer. Prior to that, Mr. Robbins held the position of first Vice President and then President of CIRCOR Flow Technologies since 2008. Mr. Robbins joined the Company in 2006 as Group Vice President, CIRCOR Instrumentation Technologies and has over 32 years of experience in the fluid controls industry. From 2002 to 2005, Mr. Robbins was employed by Precision Castparts Corp. ("PCC") where he served as President of PCC's $350 million Flow Technologies Division until PCC sold the various companies comprising the division in 2005. From 1994 to 2001, he worked for DeZurik, Inc. ("DeZurik"), a manufacturer of industrial valves, actuators and instruments, serving first as Vice President Marketing/Research & Development and then as President. Prior to DeZurik, Mr. Robbins spent fifteen years in progressively more senior management positions with Fisher Controls, including six years in overseas assignments.

Vincent Sandoval. Mr. Sandoval joined us in March 2014 as Group President of CIRCOR Aerospace & Defense. Prior to joining CIRCOR, Mr. Sandoval served from 2010 until 2014 as President of TransDigm Group, Inc.’s Semco Instruments subsidiary, which designs and manufactures sensors and harnesses for use on various commercial and military airframe and engine platforms. Prior to joining TransDigm in 2010, Mr. Sandoval spent twenty years in positions of increasing responsibility with Parker-Hannifin Corporation.

Alan J. Glass. Mr. Glass has served as Vice President, General Counsel and Secretary of the Company since 2006. Prior to that he was General Counsel and Assistant Secretary from 2003 to 2006 and Corporate Counsel and Assistant Secretary from 2000 to 2003. Before joining the Company, Mr. Glass served as Corporate Counsel and Assistant Secretary of Wyman-Gordon

Company, an aerospace manufacturer, from 1996 to 2000. Prior to that he spent seven years in private practice as a general corporate attorney.

John F. Kober, III. Mr. Kober was appointed Treasurer of the Company in 2012. Since 2006, he has also served as Vice President, Corporate Controller and Assistant Secretary. Prior to that he was Vice President and Corporate Controller from 2005 to 2006 and Assistant Corporate Controller from 2004 to 2005. From 2002 to 2004, Mr. Kober was Director of Corporate Accounting at Manufacturers' Services Limited, a global electronics manufacturer, where he had responsibility for the company's internal and external accounting functions. Prior to joining Manufacturers' Services Limited, he worked as a Manager for the public accounting firm of PricewaterhouseCoopers, where he focused on managing accounting due diligence engagements for various public and private company clients. Mr. Kober is a certified public accountant.

Lisa Ryan. Ms. Ryan joined the Company in 2012 as Vice President and Chief Information Officer. From 2006 through 2012, Ms. Ryan served as Chief Information Officer of MKS Instruments, a process measurement manufacturing company. From 2002 to 2006, Ms. Ryan served as Director of Applications Management for Teradyne, Inc., a test equipment engineer company. Prior to that, Ms. Ryan held various information technology management roles, including at Digital Equipment Corporation and Manufacturers’ Services Limited.

Arjun Sharma. Mr. Sharma has served as Vice President, Business Development of the Company since joining the Company in 2009, overseeing the Company's mergers and acquisitions and strategic planning functions. Prior to joining the Company, Mr. Sharma served as managing director at Global Equity Partners from January 2009 to September 2009, a venture capital and strategy consulting firm, where he was responsible for executing equity investments and leading client engagements on acquisitions, divestitures, and growth strategy. From 2007 to 2008, he was Director of Mergers and Acquisitions at Textron Inc., a multi-industry company with a global network of aircraft, defense, industrial and finance businesses, where he was responsible for developing the company's M&A strategy and leading acquisition and divestiture transactions. From 2002 to 2007, Mr. Sharma held various positions of increasing responsibility at SPX Corporation, a Fortune 500 multi-industry company, culminating in his appointment as Director of Corporate Development.

Under the Company's bylaws, each of the officers of the Company holds office until the regular annual meeting of the Board of Directors following the next Annual Meeting and until his or her successor is elected and qualified or until his or her earlier resignation or removal.

Certain Relationships and Related Person Transactions

Review and Approval of Related Person Transactions

The Company's Code of Conduct includes our written policy that any proposed transaction, involving the Company or a subsidiary of the Company, in which a director has direct economic or beneficial interest shall be analyzed and reviewed first by the Nominating and Corporate Governance Committee of the Board for potential conflicts, and then by all of the members of the Board.

Related Person Transactions

As noted above under "Corporate Governance-Independence of Directors," Mr. Dietz is a director of the Company and a partner at Goodwin Procter, a law firm that, upon the recommendation of the Company’s General Counsel and advance approval of the Board, provides legal services to the Company with respect to certain matters not involving Mr. Dietz. In Fiscal Year 2013, the Company paid Goodwin Procter approximately $210,000 in legal fees and disbursements. Under NYSE rules, the Board determines annually, based on all of the relevant facts and circumstances and the recommendations of the Nominating and Corporate Governance Committee (excluding, when necessary, any members whose independence as a director is being evaluated), whether each director satisfies the criteria for independence and periodically evaluates related person transactions involving directors in connection with such process. In Fiscal Year 2013, the relationship described above was reviewed, considered and approved in the course of the Board's annual review and determination of director independence, and after considering the isolated matter for which Goodwin Procter has been engaged and the fees paid by the Company to Goodwin Procter in proportion to Goodwin Procter's overall revenues (significantly less than one percent), as well as considering both the independent judgment that Mr. Dietz has exhibited during his fourteen and one-half year tenure as a director and his ability to maintain such independent judgment, the Board determined that the relationship between Goodwin Procter and the Company does not compromise Mr. Dietz' independence.

During Fiscal Year 2013, the Company was not a party to any other transaction where 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

None of the Company's executive officers serves as a member of the board of directors 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.

Risk Considerations in Our Compensation Program

The Compensation Committee reviewed the elements of our executive compensation program to consider whether our program encourages our executives to prudently manage enterprise risk and concluded:


•	our executive compensation is principally comprised of a mix of base salary, annual cash incentives and long-term equity grants, with the base salary component providing a minimum level of income that does not vary with performance;


•	performance targets used in determining performance-based annual incentive compensation are set to avoid creating incentives for excessive risk-taking with caps on the maximum awards;


•	performance-based annual incentive compensation is based on multiple performance targets to mitigate the risk that an executive focuses solely on one measure of success of the Company;


•	our performance-based annual incentive compensation program includes the Management Stock Purchase Plan ("MSP") which is designed to encourage long-term investment and discourage short-term risk taking by aligning the interests of our executives with those of our stockholders;


•	vesting schedules for stock options and restricted stock units ("RSUs") cause our executives to have a significant amount of unvested awards at any given time;


•	share ownership guidelines set expectations for our directors and executive officers to hold a certain amount of our stock, such that an appropriate portion of each such person's personal wealth is aligned with our long-term performance;


•	the performance-based inducement stock option awards granted to Mr. Buckhout and Mr. Bhalla in connection with the commencement of their employment incentivizes them to drive sustained improvement in shareholder value; and


•	our claw-back policy, discussed below, mitigates risk.

For the foregoing reasons, the Compensation Committee has concluded that the programs by which our executives are compensated strike an appropriate balance between short-term and long-term compensation and incentivize our executives to act in a manner that prudently manages enterprise risk. For more information regarding our compensation program, see the section of this Proxy Statement titled "Compensation Discussion and Analysis."

COMPENSATION DISCUSSION AND ANALYSIS

Overview of Compensation Program

The following Compensation Discussion and Analysis describes the material elements of our Fiscal Year 2013 compensation program and compensation paid thereunder. Most of the discussion relates to our "Named Executive Officers" for Fiscal Year 2013, who were:



Scott Buckhout (1)	President and Chief Executive Officer
Rajeev Bhalla (2)	Executive Vice President, Chief Financial Officer
Frederic M. Burditt (3)	Former Vice President, Chief Financial Officer
Wayne F. Robbins (4)	Executive Vice President, Group President, CIRCOR Energy
Michael R. Dill (5)	Former Group Vice President, CIRCOR Aerospace & Defense
Alan J. Glass	Vice President, General Counsel and Secretary
Lisa Ryan	Vice President, Chief Information Officer
Mahesh Joshi (6)	Former Group President, CIRCOR Energy
Brian S. Young (7)	Former Vice President, Human Resources


(1)	Mr. Buckhout joined the Company on April 9, 2013.

(2)Mr. Bhalla joined the Company on December 2, 2013.

(3)Mr. Burditt retired on November 28, 2013.


(4)	Mr. Robbins also served as Acting President and Chief Executive Officer from December 6, 2012 until April 9, 2013, and as Executive Vice President and Chief Operating Officer, from December 6, 2012 until October 31, 2013.

(5)Mr. Dill’s employment terminated on March 3, 2014.

(6)Mr. Joshi’s employment terminated on November 1, 2013.

(7)Mr. Young’s employment terminated on November 11, 2013

Executive Summary

Financial and Strategic Performance/Correlation with Executive Pay

2013 was a year of positive change and strong financial performance. Some highlights of our financial performance include:


•	Adjusted net sales, a key performance indicator and metric in our annual bonus plan, was slightly above target for the year at $856.4 million. Adjusted net sales excludes the impact of foreign currency fluctuations.


•	Adjusted earnings per share was $3.21, also a key performance metric in our annual bonus plan, exceeded our target by nearly 15% and represented an increase of 24% over 2012. Adjusted earnings per share excludes the impact of impairment, restructuring and special charges.


•	We effectively executed on several restructuring activities designed to drive improvement in operating margins by consolidating operations, enhancing efficiencies and reducing management layers. As a result, adjusted operating margin increased to nearly 10%, an increase of 210 basis points over 2012. Adjusted operating margin excludes the impact of impairments, restructuring and special charges.


•	We generated $54.9 million of free cash flow in 2013, representing 116% of net income. Free Cash flow equals cash flow from operations less capital expenditures.


•	Our common stock closed 2013 at a price per share of $80.78, more than double the closing price in 2012 of $39.59.

Generally, the annual bonuses for those Named Executive Officers who are corporate executives were based on achieving companywide financial goals, while annual bonuses for those Named Executive Officers who are group executives were based on achieving a mix of companywide and group goals. The goals and achievements are set forth in more detail in the section entitled “Performance-Based Annual Incentive Compensation” below. The following summarizes the achievement of corporate and group goals and the extent to which this translated into performance-based annual incentive compensation for our Named Executive Officers:


•	Adjusted earnings per share exceeded our maximum performance hurdle and 200% of the target bonus related to this metric was earned;


•	Adjusted net sales at the corporate level slightly exceeded target and 111% of the target bonus related to this metric was earned;


•	Achievement relative to the revenue goals for both our Energy and Aerospace & Defense groups was above minimum and slightly below target performance hurdles; and


•	Adjusted operating income performance for our Energy group exceeded target by 16%, resulting in a maximum payout for this factor, while adjusted operating income performance for our Aerospace group was below our threshold performance hurdle, resulting in no payout for this factor.

As a result, Named Executive Officers who are corporate executives (except for Mr. Bhalla who joined the Company in December 2013) achieved a bonus equal to 164% of target; Mr. Joshi achieved a bonus equal to 148% of target; and Mr. Dill achieved a bonus that was equal to 78% of target.

Annual long-term incentives awarded to executives in 2013 were granted as a mix of performance-vested restricted stock and time-vested restricted stock. This mix reflects our philosophy of providing executives with an incentive to achieve certain financial and corporate goals (through performance-vested restricted stock) and providing retention value to our executives (through time-vested restricted stock). Both vehicles also provide incentive to increase shareholder value. The date of grant was March 4, 2013 for all executives excepting Mr. Buckhout, who received his award on his April 9, 2013 date of hire. Mr. Bhalla did not receive an annual long-term incentive award for 2013 as his employment commenced in December 2013.

We believe that our stock performance during 2013 reflected the effectiveness of our incentive program in enhancing shareholder value; the closing price of our common stock at year end exceeded the market price of the common stock on March

4, 2013, the date on which stock awards were granted to most of our executive officers, by approximately $38.66 per share, or 92%.

The Compensation Committee has implemented ongoing processes (outlined below) and policies to promote the effectiveness of our executive compensation plans. Some examples of this are:


•	Executives are subject to robust stock ownership guidelines.


•	Incentive pay for executives is subject to a clawback policy.


•	The Compensation Committee hires its own independent compensation consultant.


•	Financial metrics are set for the incentive plans early in the year with a view towards aligning the interest of our executives with the interests of our stockholders and ensuring that such goals are challenging but achievable.


•	We maintain an insider trading policy which prohibits hedging the economic risk of ownership of our stock.


•	A risk assessment of executive compensation plans is reviewed by the Compensation Committee annually.


•	A regular Compensation Committee calendar is adhered to in order to effectively organize and implement the executive compensation plans.

These policies and processes assist the Compensation Committee in ensuring that our executive compensation plans are effective and adhere to the philosophy and strategy set forth by the Compensation Committee.

Significant Changes in Senior Leadership during the Year

2013 was a year of transition for the Company’s leadership as we welcomed Mr. Buckhout as our new President and CEO in April and Mr. Bhalla as our new Executive Vice President and CFO in December. As described in more detail in “Long-term Equity Incentives” below, alignment of pay with performance was a key consideration in designing special inducement awards for Messrs. Buckhout and Bhalla when they joined the Company. Mr. Buckhout and Mr. Bhalla each received stock option inducement awards in the form of options that are substantially performance-based in that such options are only exercisable in the event that the Company’s common stock meets challenging price hurdles. Mr. Bhalla also received an inducement time-vested restricted stock unit award to replace the value of equity grants from his prior employer that he forfeited in order to join us. In addition, per the terms of their respective hiring arrangements, Mr. Buckhout and Mr. Bhalla received sign-on bonuses of $210,000 and $325,000, respectively. Generally speaking, each must repay his sign-on bonus if he voluntarily terminates his employment prior to two years from the commencement of employment.

Mr. Robbins served as Acting President and Chief Executive Officer until Mr. Buckhout joined the Company in April 2013. In October 2013 we announced changes to our organizational structure to simplify CIRCOR and better align our businesses with end markets. We consolidated our group structure from three segments comprised of Energy, Flow Technologies and Aerospace into two segments comprised of Energy (including the majority of the prior Flow Technologies segment) and Aerospace & Defense. In conjunction with these changes, Mr. Robbins transitioned from his role as Executive Vice President and Chief Operating Officer to the Executive Vice President and Group President of CIRCOR Energy, and Mr. Joshi, the former Group President of CIRCOR Energy, left the Company on November 1, 2013.

Benefits provided to Mr. Joshi on his departure included:


•	Severance in the form of continuation pay of base salary for a period of one year equal to $309,000; and


•	Pro-rata payout on the actual earned bonus under the annual incentive bonus plan for 2013 which equaled $210,410.

In July 2013, Mr. Burditt announced that he would be retiring as our CFO, but remain in his position until a successor was identified and joined the Company. In connection with Mr. Burditt’s announced retirement plans, we entered into an agreement with Mr. Burditt which provided certain benefits in order to ensure a smooth transition to Mr. Burditt’s successor and recognize Mr. Burditt for his valuable service over several years to the Company. We hired Mr. Bhalla as Mr. Burditt’s successor in December 2013. Benefits provided to Mr. Burditt per his Agreement included:


•	Severance in the form of continuation pay of base salary of $350,893 for one year;


•	Pro-rata payout on the actual earned bonus under the annual incentive bonus plan for 2013 which equaled $289,425;


•	A productivity bonus equal to $205,000; and


•	Accelerated vesting of certain outstanding equity awards having a value to Mr. Burditt of approximately $780,000 based on our stock price as of the date of his retirement.

Mr. Young's employment with the Company terminated on November 11, 2013. Benefits provided to Mr. Young on his departure included:


•	Severance in the form of continuation pay of base salary for a period of one year equal to $215,000; and


•	Pro-rata payout on the actual earned bonus under the annual incentive bonus plan for 2013 equaled $137,111.

In summary, this past year, we have demonstrated strong financial performance, updated our long-term strategy, have paid executives appropriately compared to the performance of the Company and have implemented processes to ensure continued alignment of pay with performance in the future.

Compensation Philosophy and Objectives

We believe that the most effective executive compensation program is one that is designed to attract, retain, and motivate highly qualified and talented executives and reward the achievement of specific annual, long-term and strategic goals that promote the profitable growth of the Company and improve stockholder value.

Fundamental Objectives of Executive Compensation. The Company’s current executive compensation programs are intended to achieve two fundamental objectives: (i) attracting and retaining qualified executives by offering compensation and benefits (including retirement benefits) that are competitive with those offered by industry peers; and (ii) motivating executives to achieve results that improve long-term organizational value by aligning executives’ interests with those of our stockholders. We believe that having executives hold a meaningful amount of unvested equity not only aligns executives’ long-term interests with those of our stockholders, but also serves as an effective retention tool.

Link Pay to Performance. We believe that an important portion of an executive’s total compensation should be “at-risk” incentive compensation, subject to the attainment of certain specific and measurable Company-wide performance goals and individual strategic objectives aligned with the Company’s long-term strategic goals. Our compensation program links pay to performance by making an important portion of total executive compensation variable, or “at-risk,” through a performance-based annual bonus program as well as the use of performance vested restricted stock units in the long-term equity component of executive pay. As performance goals are met or exceeded, executives are rewarded commensurately; conversely, if goals are not met, actual earned compensation is lower. In addition to the performance vested restricted stock units, our long-term equity incentive program also included the granting of time-vested stock option and restricted stock unit awards.

Material Elements of Executive Compensation. As described in more detail below, the material elements of the current executive compensation program for Named Executive Officers include a base salary, a performance-based annual incentive opportunity, a long-term equity incentive opportunity, retirement benefits and other personal benefits, and severance protection for certain actual or constructive terminations of the Named Executive Officers’ employment. We believe that each element of our executive compensation program helps us to achieve one or both of the compensation objectives noted above.

Transactions in Company Securities. We maintain an insider trading policy which prohibits hedging the economic risk of ownership of our stock. No person who is considered an “insider” of the Company, which includes each of our Named Executive Officers and directors, may directly or indirectly sell any securities of the Company that are not owned by the person at the time of the sale (short sale). Such persons also may not purchase or sell puts, calls, options or other derivative instruments in respect of our securities at any time without the approval of the Company’s Clearance Officer.

Improvements to Compensation Program. We have continued to improve our executive compensation program in several important respects. For example, we continue to adhere to a policy against entering into new or amended agreements with our executive officers providing for tax gross-ups in connection with compensatory agreements, including change in control, severance or other ancillary benefits. As a result, the Company is no longer a party to any such agreements. We also maintain a policy against entering into agreements with our executive officers providing for extraordinary relocation benefits such as home buyouts. The Compensation Committee has adopted a policy requiring that all new short-term incentive compensation and performance-based RSUs granted to executive officers be subject to a “claw-back” provision requiring repayment of the compensation and/or forfeiture of performance-based RSUs to the Company in the event of a material restatement of the Company’s financial results. Finally, in 2014, 50% of our long-term equity incentive pay will be in the form of performance-based RSUs (which also will be subject to the claw-back provision), and 50% of our long-term equity incentive pay will be in the form of time-vested stock options. The level of achievement of performance-based RSUs will be based on return on invested capital and adjusted operating margin for the 2016 fiscal year. As a result, 100% of long-term equity incentive pay will be aligned with long-term financial metrics or increase in shareholder value.

Use of Compensation Consultants and Benchmarking Data

The Compensation Committee engaged Pearl Meyer as an independent compensation consultant in 2012 to assess the competitiveness of our executive compensation program in conjunction with approving salary adjustments and incentive award opportunities for 2013. In order to develop appropriate executive compensation benchmarking data, Pearl Meyer assisted the Compensation Committee in identifying a peer group comprised of the 16 companies listed below, whose executive compensation programs were analyzed for market-check purposes. The peer companies were primarily selected in order to include industrial manufacturing companies with which the Company competes for talent and which are roughly comparable to the Company in terms of market capitalization and/or revenue. The peer companies have industry classifications comparable to those of the Company; are U.S.-based, publicly-traded companies; had annual revenues ranging from $329 million to $1,901 million with median annual revenues of $933 million based on the most recently available data at the time of the executive compensation analysis. The Compensation Committee utilized the following peer companies (collectively, the “Compensation Peer Group Companies”):


•	A.O. Smith Corporation

•Altra Holdings Inc.

•Ampco-Pittsburgh Corporation;

•Blount International, Inc.

•CLARCOR Inc.;

•Colfax Corporation;

•Enpro Industries, Inc.

•ESCO Technologies Inc.;

•Esterline Technologies Corporation;

•The Gorman-Rupp Company;

•IDEX Corporation;

•Kaydon Corporation;

•Northwest Pipe Company

•Robbins & Myers, Inc.;

•TriMas Corporation; and

•Watts Water Technologies, Inc.

The Pearl Meyer report compared the compensation of our most senior executive officers to that of the most senior executive officers at our Compensation Peer Group Companies. Pearl Meyer also provided the Compensation Committee with published compensation surveys. Data for the Compensation Peer Group Companies were derived from SEC filings made by the Compensation Peer Group Companies.

How We Determine Executive Compensation (the "Compensation Process”)

Named Executive Officers Other than Our Chief Executive Officer

The Compensation Committee begins its executive compensation analysis by seeking assistance from the Company’s Chief Executive Officer and the Company’s Vice President of Human Resources in developing an executive compensation proposal for the given year. In general, such proposal provides for cash, equity and total compensation for our executive officers that approximates the median of the Compensation Peer Group Companies and our industry group for each position taking into account tenure and other factors deemed important by the Committee. In reviewing the proposal, however, the Compensation Committee does not set executive compensation solely by reference to specific percentile or benchmark targets. Rather, while considering external competitive market practices, the Compensation Committee evaluates the proposal based on what it determines is necessary and appropriate to attract, motivate and retain the executives and to reward such executives for achieving specific annual, long-term and strategic goals that promote the profitable growth of the Company and enhance stockholder value. The Compensation Committee also considers the results of the Company’s talent review process, which evaluates the performance, experience, and future potential of each executive other than the Chief Executive Officer. With respect to each Named Executive Officer other than our Chief Executive Officer, the Compensation Committee considers the input of the Chief Executive Officer. In this regard, the Compensation Committee reviews the appropriateness of the recommendations of the Chief Executive Officer and accepts or modifies such recommendations as it deems appropriate.

As a result of the compensation philosophies described above, a significant percentage of total executive compensation is variable, or “at-risk,” because it is allocated to incentives tied to achievement of annual financial and business results and longer-term Company financial goals. There is no pre-established policy or target, however, for the allocation between either cash and non-cash or short-term and long-term incentive compensation. Rather, the Compensation Committee reviewed the

benchmarking information provided by Pearl Meyer and considered input from the Company’s Vice President of Human Resources to determine the appropriate level and mix of incentive compensation in order to effectively create a strong link between pay and performance.

Our Chief Executive Officer

In establishing our Chief Executive Officer’s compensation, the Compensation Committee generally employs the same process as for our other Named Executive Officers, and, in addition, the Compensation Committee engages in a detailed review with our Chief Executive Officer of his performance during the past year with a focus on several factors, including (i) the Company’s financial performance against the pre-established budget; (ii) the creation of stockholder value; (iii) the progress of the Company toward achievement of its strategic plan; (iv) the progress made in attracting, retaining and further developing the Company’s key managerial talent; and (v) the progression in the Company’s development of a culture of continuous improvement and operational excellence. Based on the foregoing, the Committee then unilaterally determines the compensation of the Chief Executive Officer.

As noted previously, Mr. Buckhout joined the Company in April 2013 as our Chief Executive Officer. Accordingly, Mr. Buckhout’s compensation for 2013 did not include consideration of past performance.

Our Chief Executive Officer is not a member of the Compensation Committee and does not vote at Compensation Committee meetings. Although our Chief Executive Officer regularly attends Compensation Committee meetings, he is present only by invitation of the Compensation Committee and does not attend executive sessions or participate in deliberations regarding his own compensation. For 2014, Mr. Buckhout will make recommendations regarding executive pay (for executives other than himself) and will participate in Compensation Committee meetings as invited and as appropriate.

The Role of Shareholder Say-on-Pay Votes.

The Company provides its stockholders with the opportunity to cast an annual advisory vote on executive compensation (a “say-on-pay proposal”). At the Company’s annual meeting of stockholders held on May 1, 2013, approximately 81% of the votes cast (whether “for,” “against” or “abstain”) on the say-on-pay proposal at that meeting were voted in favor of the proposal. Of the remainder, approximately 18% abstained, while only 1% voted against. The Compensation Committee believes this level of support affirms stockholders’ support of the Company’s approach to executive compensation. Nevertheless, we recognize that our programs may be improved. As we have discussed in this Compensation Discussion and Analysis under the heading “Improvements to Compensation Program,” the Compensation Committee has made important changes to our executive compensation program over the last several years which demonstrate our ongoing commitment to aligning our executive compensation with the interests of our stockholders, current best practices and the principles of pay for performance.

Elements of Compensation

For the Fiscal Year 2013, the principal components of compensation for our Named Executive Officers were:

•Base Salary;

•Performance-Based Annual Incentive Compensation;

•Long-Term Equity Incentive Compensation;

•Retirement Benefits; and

•Other Personal Benefits, including for Messrs. Burditt, Joshi and Young, severance benefits.

Base Salary

The Company provides the Named Executive Officers and other employees with a competitive base salary to compensate them for services rendered during the fiscal year. At the beginning of each fiscal year, the Compensation Committee generally reviews and adjusts the base salaries for each of the Company’s executives, with any adjustments to become effective on April 1^st of the fiscal year at the same time that salary adjustments are made for most Company employees. Based on the Compensation Process, the Compensation Committee determined the appropriate base salary for each Named Executive Officer, excluding Messrs. Buckhout and Bhalla, effective April 1, 2013 as follows:



Executive	2012 Base Salary ($)	2013 Base Salary ($)	Approximate Percent Change (%)
Scott A. Buckhout	0	$564,000	0
Rajeev Bhalla	0	465,000	0
Frederic M. Burditt	340,673	350,893	3.0
Wayne F. Robbins(1)	310,288	400,000	28.9
Michael R. Dill(2)	260,130	283,542	9.0
Alan J. Glass	241,885	249,142	3.0
Lisa Ryan(3)	240,000	240,000	0
Mahesh Joshi	300,000	309,000	3.0
Brian S. Young	208,650	214,909	3.0



(1)	The increase in base salary for Mr. Robbins reflects an adjustment based upon market compensation data and an increase in his responsibilities for 2013.
(2)	The increase in base salary for Mr. Dill reflects an adjustment based upon market compensation data.
(3)	Ms. Ryan joined the Company in December 2012.

Mr. Buckhout’s salary was determined by the Compensation Committee, as described above, in connection with his joining the Company as Chief Executive Officer on April 9, 2013. Mr. Bhalla’s salary was determined by the Compensation Committee, utilizing the Compensation Process, with input from Mr. Buckhout, in connection with his joining the Company as Chief Financial Officer on December 2, 2013.

Performance-Based Annual Incentive Compensation

Consistent with our philosophy of linking pay to performance and the principle that our executives should be motivated to improve stockholder value but not be encouraged to take unnecessary risks, we believe that an important portion of the overall cash compensation for executive officers should be “at risk,” or contingent upon the successful achievement of annual corporate goals that we believe will drive stockholder value. Therefore, our 2013 management bonus plan provided for a target cash bonus, achievement of which was dependent upon the attainment of certain performance goals. For each executive, the annual bonus may be less than or greater than the target bonus depending on the Company’s performance and the executive’s achievement of the predetermined goals. For example, minimum, target and maximum levels of achievement with respect to each goal are pre-determined by the Compensation Committee with payouts of 0%, 100% and 200%, respectively. Therefore, the maximum possible payout under the 2013 management bonus plan was 200% of the target bonus. The following table outlines the target bonus percentage for each Named Executive Officer.



Executive	2012 Target Bonus	2013 Target Bonus
Scott A. Buckhout	—	80%
Rajeev Bhalla(1)	—	70
Frederic M. Burditt	55%	55
Wayne F. Robbins(2)	55	70
Michael R. Dill	55	55
Alan J. Glass	45	45
Lisa Ryan	—	45
Mahesh Joshi	55	55
Brian S. Young	45	45


(1)	As Mr. Bhalla joined the Company in December 2013, he did not participate in the 2013 management bonus plan. The target amount set forth for Mr. Bhalla is the target set forth in the offer letter he received in connection with his retention.


(2)	The increase in target bonus for Mr. Robbins reflects an adjustment based upon market compensation data and an increase in his responsibilities for 2013.

The Compensation Committee set the performance-based annual incentive compensation targets at what it believed to be aggressive yet achievable levels. The performance targets required the high performance and substantial commitment that we believe drives stockholder value. For Fiscal Year 2013, these goals for corporate executives fell into two categories:

(i) consolidated adjusted earnings per share; and (ii) consolidated net sales. The goals for group executives fell into three categories: (i) group-wide adjusted operating income; (ii) group-wide net sales; and (iii) consolidated company-wide adjusted earnings per share. These metrics were derived and evaluated using internal criteria which generally are consistent with reported results under Generally Accepted Accounting Principles except for the following items that were not included in the performance targets when they were established and are not related to the ongoing operating performance of the Company: the impact of any current year acquisitions; impairment charges; special charges; and fluctuations in currency exchange rates.

Target Performance Range for Mr. Buckhout, Mr. Burditt, Mr. Robbins, Mr. Glass, Ms. Ryan and Mr. Young.

The following table shows the Fiscal Year 2013 performance targets, weighting and degree of achievement for Mr. Buckhout, Mr. Burditt and Mr. Robbins, Mr. Glass, Ms. Ryan and Mr. Young.



Company Goals	Weight	Minimum	Target	Maximum	Result	Payout Factor for Fiscal Year 2013
Scott Buckhout
Consolidated Adjusted Earnings Per Share	60%	2.57	2.80	3.05	3.21	200%
Consolidated Net Sales ($000’s)	40%	762,317	847,019	931,721	856,465	111%
Frederic Burditt
Consolidated Adjusted Earnings Per Share	60%	2.57	2.80	3.05	3.21	200%
Consolidated Net Sales ($000’s)	40%	762,317	847,019	931,721	856,465	111%
Wayne Robbins
Consolidated Adjusted Earnings Per Share	60%	2.57	2.80	3.05	3.21	200%
Consolidated Net Sales ($000’s)	40%	762,317	847,019	931,721	856,465	111%
Alan Glass
Consolidated Adjusted Earnings Per Share	60%	2.57	2.80	3.05	3.21	200%
Consolidated Net Sales ($000’s)	40%	762,317	847,019	931,721	856,465	111%
Lisa Ryan
Consolidated Adjusted Earnings Per Share	60%	2.57	2.80	3.05	3.21	200%
Consolidated Net Sales ($000’s)	40%	762,317	847,019	931,721	856,465	111%
Brian Young
Consolidated Adjusted Earnings Per Share	60%	2.57	2.80	3.05	3.21	200%
Consolidated Net Sales ($000’s)	40%	762,317	847,019	931,721	856,465	111%

Target Performance Range for Mr. Dill

The following table shows the Fiscal Year 2013 performance targets, weighting and degree of achievement for Mr. Dill.



CIRCOR Aerospace Group Goals	Weight	Minimum	Target	Maximum	Result	Payout Factor for Fiscal Year 2013
Consolidated Adjusted Earnings Per Share	25%	2.57	2.80	3.05	3.21	200%
Group-wide Adjusted Operating Income ($000’s)	35%	12,466	14,666	16,866	10,456	0%
Group-wide Net Sales ($000’s)	40%	138,614	154,015	169,417	149,303	69%

Target Performance Range for Mr. Joshi

The following table shows the Fiscal Year 2013 performance targets, weighting and degree of achievement for Mr. Joshi.



CIRCOR Energy Group Goals	Weight	Minimum	Target	Maximum	Result	Payout Factor for Fiscal Year 2013
Consolidated Adjusted Earnings Per Share	25%	2.57	2.80	3.05	3.21	200%
Group-wide Adjusted Operating Income ($000’s)	35%	45,905	54,006	62,107	62,756	200%
Group-wide Net Sales ($000’s)	40%	390,735	434,150	477,565	420,637	69%

Based on the Company’s results for Fiscal Year 2013, Messrs. Buckhout, Burditt, Robbins, Dill, Glass, Joshi, Young and Ms. Ryan earned $543,416, $289,425, $460,490, $121,268, $184,383, $210,410, $137,111 and $177,618, respectively, under the 2013 performance-based annual incentive compensation plan. In the case of Messrs. Burditt, Joshi and Young, such amounts reflect a pro-rata achievement based on the portion of the year during which they were employed by the Company. Similarly, the amount reported for Mr. Buckhout reflects a pro-rata achievement commencing with his April 9, 2013 commencement date. The amounts reported above, after giving effect to the MSP RSU deferral election described below, are reflected in Column (g) of the Summary Compensation Table. Such amounts represent 164%, 164%, 164%, 78%, 164%, 148%, 164% and 164% of the target bonus for Messrs. Buckhout, Burditt, Robbins, Dill, Glass, Joshi, Young and Ms. Ryan (on a pro-rata basis where applicable). In connection with their retention as Chief Executive Officer and Chief Financial Officer, Mr. Buckhout and Mr. Bhalla also received sign-on bonuses of $210,000 and $325,000, respectively. As Mr. Bhalla joined the Company in December 2013, he did not participate in the 2013 performance-based annual incentive compensation plan.

Management Stock Purchase Plan RSUs. In order to more closely align the interests of our executives with those of our stockholders, our executives are also eligible to participate in our MSP, which is designed to incentivize our executives to invest their own earned funds in equity of the Company. Under the MSP, which is a component of our Equity Incentive Plan, executives may make an advance election to receive RSUs in lieu of a specified percentage or dollar amount of such executive’s earned annual cash bonus. These RSUs awarded under the MSP are referred to as “MSP RSUs” in this proxy statement. Such MSP RSUs are issued on the basis of a 33% discount to the closing price of the Company’s Common Stock two trading days after the announcement of our annual results for the prior fiscal year and generally vest in whole after a three-year period, at which time they are converted into shares of our Common Stock unless the executive previously has elected a longer deferral period. The three-year cliff vesting feature of these RSUs also serves as a retention tool for the Company because, with regard to unvested RSUs, a departing executive may lose the benefits associated with the discounted cost of such awards, as well as any further appreciation in stock price and accrued dividends. Dividends equal to any dividends paid on shares of our Common Stock are accrued to the account of a MSP RSU holder and are paid to the holder at the time such MSP RSUs are distributed. Based on elections made prior to December 31, 2012 (or in Mr. Buckhout’s case, within 30 days of his joining the Company), for Fiscal Year 2013, Messrs. Buckhout, Robbins, and Glass deferred 100%, 50%, and 50% and of their 2013 bonus amounts, respectively.

Long-Term Equity Incentives

2013 Long-Term Equity Incentive Program

The Company’s policy is that executives’ long-term equity compensation should promote both the long-term retention of key executives and improvements to stockholder value by aligning executives’ interests with those of our stockholders. The Company believes that having executives hold a meaningful amount of unvested equity not only aligns executives’ long-term interests with those of our stockholders, but also serves as an effective retention tool. For Fiscal Year 2013, the long-term equity incentives awarded to each of our executive officers were based on a percentage of the officer’s base salary. Through its compensation process, the Compensation Committee set the target amount of long-term equity awarded to our Named Executive Officers for 2013 at the following percentages of base salary: 160% for Mr. Buckhout, 120% for Mr. Robbins, 110% for Mr. Burditt, 90% for Mr. Dill, 60% for Mr. Glass, 90% for Mr. Joshi, 60% for Mr. Young, and 60% for Ms. Ryan. As he joined the Company in December 2013, Mr. Bhalla did not receive the long-term equity awards described herein, although he did receive an inducement award of time-vested RSUs (valued at $1.5 mission at the December 2, 2013 date of award and which vest over a two year period) designed to compensate him for unvested equity of his former employer that he forfeited in order to join us. The offer letter he received in connection with his hiring states that his expected annual target long-term equity incentive initially will be 130% of base salary.

After considering the macroeconomic conditions affecting the markets in which the Company operates and the mix of equity compensation awards granted by our Compensation Peer Group Companies to their executives, the Compensation Committee decided to grant a mix of performance-based RSUs and time-vested RSUs.

Performance-based RSUs account for 50% of the value of long-term equity incentive grants for executive officers. The amount of performance-based RSUs awarded to each Named Executive Officer was determined by dividing 50% of the amount of such Named Executive Officer’s long-term incentive award by the value of the Company’s Common Stock at the time of grant. These awards vest at the end of a three-year performance cycle based upon the achievement of specific pre-established levels of Company performance. The performance goals for the 2013 performance-based RSUs consist of Fiscal Year 2015 adjusted return on invested capital (ROIC) and Fiscal Year 2015 adjusted operating margin. Each goal is weighted 50%. ROIC measures how efficiently and effectively we use capital to generate profits, while operating margin is a measure of our ability to

convert sales into profits. We believe that in combination these measures are strong indicators of our overall performance and ability to create shareholder value.

The time-vested RSUs account for the remaining 50% of the value of long-term equity incentive grants for executive officers and vest ratably over a three-year period from the date of grant. The amount of time-vested RSUs awarded to each Named Executive Officer was determined by dividing 50% of the amount of such Named Executive Officer’s long-term incentive award by the value of the Company’s Common Stock at the time of grant. The RSUs entitle the recipient to one share of our Common Stock for each RSU upon vesting. At the time of the RSU grant, the recipient may elect to defer receipt of shares upon vesting until a later date.

For 2014, the Compensation Committee has modified our long-term equity incentive program as follows: (i) 50% of the value of long-term equity incentive grants for executive officers are in the form of performance-based RSUs, with adjusted ROIC and adjusted operating margin targets for fiscal year 2016 and (ii) 50% of the value of long-term equity incentive grants for executive officers are in the form of time-vested stock options. As a result of this modification, 100% of the value of long-term equity incentive grants made to executive officers in 2014 is at risk depending upon the long-term performance OF Company financial metrics and stock price.

Inducement Option Awards Granted to Mr. Buckhout and Mr. Bhalla

On April 9, 2013, the Company granted Mr. Buckhout a stock option inducement award in connection with him agreeing to join the Company. The number of shares subject to the stock option is 200,000 at an exercise price of $41.17 per share. The option, which has a ten-year term, vests with respect to 50,000 shares if the Company’s common stock trades at or above $50.00 per share, 100,000 shares (cumulatively) if the Company’s common stock trades at or above $60.00 per share, 150,000 shares (cumulatively) if the Company’s common stock trades at or above $70.00 per share and 200,000 shares (cumulatively) if the Company’s common stock trades at or above $80.00 per share. Achieving a stock price vesting threshold requires that the Company’s common stock trade at a given price for at least sixty consecutive trading days. In the event of a change of control transaction, accelerated vesting occurs only with respect to that portion of the award that has a vesting threshold equal to or less than the transaction price. Any portion of the option which does not vest by April 9, 2018 will be forfeited.

Similarly, on December 2, 2013, the Company granted Mr. Bhalla a stock option inducement award in connection with him agreeing to join the Company. The number of shares subject to the stock option is 100,000 at an exercise price of $79.33 per share. The option, which has a ten-year term, vests with respect to 25,000 shares if the Company’s common stock trades at or above $87.50 per share, 50,000 shares (cumulatively) if the Company’s common stock trades at or above $100.00 per share, 75,000 shares (cumulatively) if the Company’s common stock trades at or above $112.50 per share and 100,000 shares (cumulatively) if the Company’s common stock trades at or above $125.00 per share. Achieving a stock price vesting threshold requires that the Company’s common stock trade at a given price for at least sixty consecutive trading days. In the event of a change of control transaction, accelerated vesting occurs only with respect to that portion of the award that has a vesting threshold equal to or less than the transaction price. Any portion of the option which does not vest by December 2, 2018 will be

forfeited

In determining the performance-based inducement awards described above, the Compensation Committee worked closely with Pearl Meyer to address the Board of Directors' belief that considerable opportunities exist to enhance shareholder value by improving operating performance and leveraging the strength of the Company's existing business to accelerate profitable growth. The Compensation Committee believes that the structure of these inducement awards, by tying wealth accumulation to long-term stock price performance provides a strong incentive for Mr. Buckhout and Mr. Bhalla to take actions designed to drive continuous and sustained improvement in shareholder value. At the same time, the awards discourage any undue risk taking in that they are subject to so-called "clawback" policies in the event of any material financial restatement, executive misconduct or other wrongdoing.

Stock Ownership Guidelines

To further align the interests of the directors and executive officers of the Company with the interests of the stockholders, the Company has adopted Stock Ownership Guidelines for Directors and Executive Officers. These guidelines establish an expectation that, within a five-year period, each director and executive officer shall achieve and maintain an equity interest in the Company at least equal to a specified multiple of such individual's annual base salary or director's fee. The applicable multiples are as follows:



Position	Target
Chief Executive Officer	5x annual base salary
Chief Financial Officer	3x annual base salary
Chief Operating Officer	3x annual base salary
Group Presidents and Vice Presidents, Corporate Vice Presidents	2x annual base salary
Non-employee Director	5x value of annual retainer

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 (including those which the individual has received in lieu of either bonus compensation or an annual director's retainer, as applicable). The calculation of an individual's equity interest, however, does not include the value of any outstanding equity awards subject to risk of forfeiture by virtue of performance.

The following table provides the equity interest held by each of our Named Executive Officers as of February 28, 2014, determined in accordance with the terms of our Stock Ownership Guidelines and expressed as a multiple of each such executive's base salary. Such amounts were calculated by multiplying the equity interest held by each Named Executive Officer by $71.56, the closing price of our common stock on February 28, 2014, and dividing such amount by the executive's current base salary.



Executive	Ownership Multiple	Target Compliance Date (1)
Scott A. Buckhout	10.8x annual base salary	4/9/2018
Rajeev Bhalla	2.9x annual base salary	12/1/2018
Wayne F. Robbins	10.2x annual base salary	3/1/2011
Michael R. Dill	3.9x annual base salary	4/25/2016
Alan J. Glass	10.5x annual base salary	2/21/2011
Lisa Ryan	2.2x annual base salary	11/26/2017

(1) The target compliance date is five years from the later of (i) the date of the Named Executive Officer's commencement of employment with the Company or (ii) the date of the Named Executive Officer's promotion to his current position requiring a higher target ownership multiple or (iii) February 21, 2006, the date the Stock Ownership Guidelines were originally adopted by the Board

Retirement Benefits

The Company maintains a defined contribution 401(k) plan in which substantially all of our U.S. employees, including our Named Executive Officers, are eligible to participate. In 2007, we implemented a nonqualified 401(k) excess plan to provide benefits that would otherwise be provided under the qualified 401(k) plan to certain participants but for the imposition of certain maximum statutory limits imposed on qualified plan benefits (for example, annual limits on eligible pay and contributions). Company employees, including the Named Executive Officers, who reach the maximum limits in the qualified 401(k) plan will generally be eligible for the 401(k) excess plan. In addition, our employees receive enhanced benefits under our 401(k) plan. Each year, commencing with the fiscal year ended December 31, 2008, the Company has made a discretionary core contribution on behalf of each participant equal to 2.5% of the participant’s compensation during the recently concluded fiscal year (regardless of whether the participant contributes to the plan). In addition, the Company makes an additional matching contribution on behalf of each participant equal to 50% of the first 5% of compensation contributed to the plan by the participant.

Severance and Change in Control Benefits

Severance Benefits

As a result of the CEO leadership transition occurring in early 2013, the Compensation Committee determined in February 2013 that it would be in the Company’s best interest to enter into severance agreements with certain key executives, including Messrs. Robbins, Glass, Dill, Joshi, Young, and Ms. Ryan, to remove any financial or other concerns that may arise as a result of the transition and thereby to encourage such executives to remain with the Company through this transition period. Each of the severance agreements provided that if an executive’s employment is terminated other than for cause within one year from

the date on which a permanent Chief Executive Officer is hired by and commences employment with the Company, then the executive is entitled to: (i) severance pay equal to his or her base salary as in effect at the time of such termination for 12 months, (ii) pro-rated target bonus compensation, (iii) the continuation of health and dental benefits for 12 months, and (iv) outplacement services. As Mr. Buckhout’s employment as our Chief Executive Officer commenced on April 9, 2013, these agreements remain effective until April 9, 2014. The benefits provided to Messrs. Joshi and Young in connection with their departures from the Company during 2013 are materially consistent with these agreements and the value of these benefits is set forth in the "All Other Compensation Column" of the "Summary Compensation Table."

In connection with their recruitment to the Company during 2013 as Chief Executive Officer and Chief Financial Officer, respectively, Messrs. Buckhout and Bhalla each entered into Severance Agreements. The Severance Agreements entitle each of Mr. Buckhout and Mr. Bhalla to the following severance benefits if he terminates his employment for Good Reason or the Company terminates his employment other than For Cause or death or Disability (each as defined in the Severance Agreement) prior to a Change of Control (as defined in the Executive Change of Control Agreement discussed below):

(i) a lump sum payment equal to his base salary and target short-term incentive bonus opportunity in effect during the fiscal year in which the termination occurs; and

(ii) if an election is made to continue coverage under the Company’s medical and dental plans, the Company would continue paying for such coverage in the same proportion it did on the date of termination for up to twelve months following termination.

In order to receive the benefits described in (i) and (ii) above, the executive must execute a general release of claims in a manner satisfactory to the Company within 21 days of his employment termination. Mr. Buckhout and Mr. Bhalla each also have agreed to comply with non-competition and non-solicitation provisions lasting for the term of his employment and twelve months afterwards as consideration for the benefits under the Severance Agreement.

We believe that the payment of severance benefits to our Chief Executive Officer and Chief Financial Officer, if employment is terminated without cause by the Company, is consistent with the practices of our Compensation Peer Group Companies and provides the executive with financial security during a period of time when he is likely to be unemployed and seeking new employment. The Compensation Committee believes that it is appropriate to provide severance protection in exchange for restrictive covenants that protect the Company.

For a description of the retirement benefits provided to Mr. Burditt, see the earlier section of this proxy statement titled "Extraordinary Events during the Year."

Change in Control Benefits

We believe that the consideration of a change in control transaction will create uncertainty regarding the continued employment of our executive officers, including our Named Executive Officers. This uncertainty results from the fact that many change in control transactions result in significant organizational changes, particularly at the senior executive level. In order to encourage our executive officers to focus on seeking the best return for our stockholders and to remain employed with the Company during an important time when their prospects for continued employment following a change in control transaction are often uncertain, we provide our executive officers (including our Named Executive Officers) with severance benefits pursuant to a change of control agreement if their employment is terminated by us without cause or by the executive for good reason within twelve months following a change in control. Further, we believe that providing these executive officers with cash severance benefits upon certain terminations following a change in control is consistent with the practices of our Compensation Peer Group Companies and provides them with financial security during a period of time when they are likely to be unemployed and seeking new employment. In exchange for severance protection following a change in control, each of our executive officers (including our Named Executive Officers) has agreed to be bound by certain restrictive covenants, including a non-compete provision during the term of employment and for one year thereafter, regardless of the reasons for termination of employment. These arrangements have a one year term subject to an automatic renewal unless notice to terminate is given by either us or the executive.

For a description of the change in control benefits provided to the Company's Named Executive Officers, see the section of this proxy statement titled "Severance and Other Benefits upon Termination of Employment or Change in Control."

No Tax Gross-Up in Connection with Change in Control Benefits

In 2010, the Company adopted a policy against entering into new or amended agreements with our executive officers providing for tax gross-ups in connection with compensatory arrangements, including change in control, severance or other ancillary benefits. As a result, we no longer have any change of control agreements that provide for tax gross-ups.

Other Personal Benefits

The Company provides the Named Executive Officers with certain limited other personal benefits that the Company and the Compensation Committee believe are reasonable and consistent with the overall compensation program objective of enabling the Company to attract and retain superior employees for key positions. The Compensation Committee periodically reviews the levels of these personal benefits provided to the Named Executive Officers. In 2013, the Company paid certain car allowances and tax preparation/financial planning benefits as set forth in the table captioned “2013 All Other Compensation” below.

Tax Deductibility of Compensation

In making compensation decisions, the Committee considers the potential effects of Section 162(m) of the Internal Revenue Code on the Compensation paid to our executives. Section 162(m) disallows an income tax deduction to any publicly-held corporation for compensation paid to certain executive officers that exceeds $1 million in any taxable year unless the remuneration meets certain requirements to be considered “performance-based.” Some compensation paid to our Named Executive Officers may or may not be deductible under Section 162(m). While stock options and performance based RSUs are structured in a manner that is intended to qualify as “performance based,” there is guarantee that they will be deductible. In addition, other elements of our executive compensation program, such as time-based restricted stock units and certain bonus payments, such as sign-on bonuses and productivity bonuses, can potentially be limited by the Section 162(m) deduction limitation. The Committee believes that it is important to retain the flexibility to have programs that do not meet all of the requirements of Section 162(m). The Committee will continue to monitor the issue of deductibility, and adjust our executive compensation program to secure tax deductions to the extent that it believes such result is consistent with the principles underlying our executive compensation philosophy.

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION AND

OTHER PAYMENTS TO THE NAMED EXECUTIVE OFFICERS

The following sections provide a summary of cash and certain other amounts for Fiscal Year 2013 (and the preceding two fiscal years) to the Named Executive Officers. Except where noted, the information in the Summary Compensation Table generally pertains to compensation to the Named Executive Officers for Fiscal Year 2013. Therefore, we encourage you to read the following tables closely. The narratives preceding the tables and the footnotes accompanying each table are important parts of each table. Also, we encourage you to read this section in conjunction with the Compensation Discussion and Analysis above.

Summary Compensation Table



Name and Principal Position	Year	Salary ($)	Bonus ($) (1)	Target MSP RSU Awards ($) (2)	Target Performance- Based RSU Awards ($) (3)	All Other RSU Awards ($) (4)	Stock Awards ($) (5)	Option Awards ($) (6)	Non- Equity Incentive Plan Compen- sation ($) (7)	Change in Pension Value and Non- qualified Deferred Compen- sation Earnings ($) (8)	All Other Compen- sation ($) (9)	Total ($) (10)
(a)	(b)	(c)	(d)				(e)	(f)	(g)	(h)	(i)	(j)
Scott A. Buckhout (11) President and Chief Executive Officer	2013	399,422	210,000	493,579	440,025	440,066	1,373,670	2,892,418	—	—	132,906	5,008,416

Rajeev Bhalla (11) Executive Vice President, Chief Financial Officer	2013	26,827	325,000	—	—	1,499,972	1,499,972	3,151,091	—	—	923	5,003,813

Fredric Burditt (12)	2013	326,548	205,000	86,846	192,994	193,078	472,918	—	202,598	—	423,571	1,630,634
Former Vice President, Chief Financial Officer and Treasurer	2012	338,001	—	140,527	127,436	123,735	391,698	123,659	104,546	—	48,835	1,006,739
	2011	326,510	40,000	136,434	—	141,804	278,238	141,748	70,017	—	35,996	892,509
Wayne F. Robbins	2013	400,000	—	210,000	240,042	240,084	690,126	—	230,245	—	54,597	1,374,968
Executive Vice President and Group President, CIRCOR Energy	2012	299,526	100,000	51,150	94,971	92,187	238,308	92,182	141,056	—	160,037	1,031,109
Executive Vice President and Group President, CIRCOR Energy	2011	255,481	25,000	106,219	—	87,516	193,735	87,506	75,315	—	26,941	664,378
Michael R. Dill	2013	277,239	—	—	127,624	127,624	255,247	—	121,268	—	23,242	676,995
Group Vice President, CIRCOR Aerospace & Defense	2012	252,018	—	—	119,017	115,577	234,594	115,503	68,967	—	38,179	709,262
Group Vice President, CIRCOR Aerospace & Defense	2011	219,904	—	—	—	128,786	128,786	82,501	31,399	—	25,537	488,128
Alan J. Glass	2013	247,188	—	84,085	74,763	74,805	233,653	—	92,192	—	30,405	603,438
Vice President, General Counsel and Secretary	2012	239,988	—	81,636	49,369	47,961	178,966	47,917	55,291	26,721	31,561	580,445
Vice President, General Counsel and Secretary	2011	232,998	30,000	70,452	—	57,096	127,548	57,007	36,156	29,279	22,519	535,507
Lisa Ryan	2013	240,000	—	—	72,025	72,025	144,050	—	177,618	—	20,816	582,484
Vice President and CIO
Mahesh Joshi (12)	2013	264,981	—	50,985	139,080	139,122	329,188	—	168,328	—	361,417	1,123,914
Former Group Vice President, CIRCOR Energy Products	2012	264,231	—	24,750	91,826	539,166	655,742	89,123	147,959	—	13,625	1,170,680
Brian S. Young	2013	189,254	—	29,013	64,486	64,570	158,068	—	109,689	—	244,296	701,307
Former Vice President Human Resources



(1)	The 2013 amounts for Messrs. Buckhout and Bhalla reflect sign on bonuses of $210,000 and $325,000, respectively. The 2013 amount for Mr. Burditt reflects a $205,000 productivity bonus provided in connection with his retirement. The 2012 amount shown for Mr. Robbins reflects a one-time bonus of $100,000 in recognition of his efforts as Acting President and Chief Executive Officer upon the departure of our former Chairman, President and CEO, his promotion to Chief Operating Officer and his outstanding achievement in simultaneously running the Flow Technologies Group and our Italian subsidiary during much of fiscal year 2012. The 2011 amount for Mr. Robbins reflects a one-time bonus of $25,000 in recognition of his efforts to assist the Energy Products Group following the resignation of the Group’s President. The 2011 amounts shown in this column for Messrs. Burditt, and Glass of $40,000, and $30,000, respectively, reflect special cash bonuses awarded by the Compensation Committee. These one-time bonuses were in recognition of their contributions to the successful elimination of the Leslie Controls, Inc. asbestos liability through completion of a pre-negotiated bankruptcy reorganization process of Leslie.
(2)	The amounts in this column reflect the aggregate grant date fair values of MSP RSU awards at the Target value (as described below), calculated in accordance with accounting guidance. At the Maximum value (as described below), these values for Mr. Buckhout would be: 2013 - $987,158; for Mr. Burditt: 2013 - $173,692, 2012 - $281,055; 2011 - $272,868; for Mr. Robbins would be: 2013 - $420,000; 2012 - $102,300; 2011 - $212,438; for Mr. Dill would be: 2013 - $0; 2012 - $0; 2011- $0; for Mr. Glass would be: 2013 - $168,171; 2012 - $163,273; 2011 - $140,904; Ms. Ryan 2013 - $216,000; Mr. Joshi would be: 2013 - $101,970; 2012 - $49,500; and for Mr. Young would be: 2013 - $58,026. Mr. Bhalla did not participate in the MSP Plan for 2013 due to his December 2013 hire date. The Target value of MSP RSUs (listed in column (g) of the 2013 Grants of Plan-Based Awards Table) reflects the Named Executive Officer's election to receive MSP RSUs in lieu of a specified percentage or dollar amount of his cash bonus under our management bonus plan for the fiscal year shown, which we refer to as the election amount, and as described above in "Performance-Based Annual Incentive Compensation." For Fiscal Year 2013, the election amounts for Messrs. Buckhout, Burditt, Robbins, Dill, Glass, Joshi and Young were 100%, 30%, 50%, 0%, 50% , 20% and 20%, respectively. For Fiscal Year 2012, the election amounts for Messrs. Robbins, Burditt, Dill, Glass and Joshi were 20%, 50%, 0%, 50% and 10%, respectively. For Fiscal Year 2011, the election amounts for Messrs. Robbins, Burditt, Dill and Glass were 50%, 50%, 0% and 50% respectively. The Maximum value of MSP RSUs (listed in column (h) of the 2013 Grants of Plan-Based Awards Table) is 200% of the Target value. The Maximum value of MSP RSUs is earned if 200% of the performance goals are achieved under our management bonus plan for the fiscal year shown. The Maximum value reflects the Named Executive Officer's election amount for the fiscal year shown. MSP RSUs earned for Fiscal Year 2013 were issued as of March 4, 2014 and calculated by multiplying the Named Executive Officer's incentive bonus and his election amount and dividing the product thereof by $47.95, which was 67% of $71.56, the closing price of our Common Stock on March 1, 2014, the trading day immediately preceding the award date.
(3)	The amounts in this column reflect the aggregate grant date fair values of Performance-Based RSU awards at the Target value (as described below), calculated in accordance with accounting guidance. At the maximum value (as described below) these values for 2013 would be $880,050 for Mr. Buckhout, $385,988 for Mr. Burditt, $480,084 for Mr. Robbins, $225,247 for Mr. Dill, $149,526 for Mr. Glass, $144,050 for Ms. Ryan, $278,160 for Mr. Joshi and $128,972 for Mr. Young. Mr. Bhalla did not receive any Performance-Based RSUs in 2013. At the Maximum value (as described below), these values for 2012 would be $189,720 for Mr. Robbins, $254,823 for Mr. Burditt; $238,799 for Mr. Dill; $183,600 for Mr. Joshi and $98,689 for Mr. Glass. There were no Performance-Based RSU grants related to Fiscal Year 2011. The Target value of Performance-Based RSUs awarded in 2013 is earned if our ROIC and AOM goals are achieved for the 2015 fiscal year, as described in “Long Term Equity Incentives”. The maximum value of Performance-Based RSUs is two times the Target value, as described above in “Long Term Equity Incentives”. Maximum value of Performance-Based RSUs is earned if our actual ROIC and AOM achievement exceeds the maximum percentages set by the Compensation Committee for the 2015 fiscal year.
(4)	The amounts in this column reflect the aggregate grant date fair values of RSUs (listed in column (l) of the 2013 Grants of Plan-Based Awards Table), calculated in accordance with accounting guidance.
(5)	The amounts in this column reflect the total of the previous three columns (Target MSP Awards, Target Performance-Based RSU Awards and All Other RSU Awards), which are presented separately to enhance understanding. The amounts are the aggregate grant date fair values of awards granted in the fiscal year shown, computed in accordance with accounting guidance (excluding any risk of forfeiture for awards subject to performance conditions as per SEC regulations). For awards subject to performance conditions, the value shown is calculated at the Target value, as described above. For a discussion of the assumptions related to the calculation of the amounts in this column, please refer to Note 11 ("Share-Based Compensation") to the Company's audited consolidated financial statements for the year ended December 31, 2013 included in our Annual Report on Form 10-K filed with the SEC on February 27, 2014.
(6)	For Fiscal Year 2013 the amounts shown in this column reflect inducement option awards for Messrs. Buckhout and Bhalla in connection with their commencement of employment with the Company during 2013. (See the section entitled “Long-Term Equity Incentives” above for further details related to these inducement option awards.) For Fiscal Years 2012 and 2011 the amounts shown in this column reflect the aggregate grant date fair value of stock in connection with stock options granted under the Equity Incentive Plan. For a discussion of the assumptions related to the calculation of the amounts in this column, please refer to Note 11 ("Share-Based Compensation") to the Company's audited consolidated financial statements for the year ended December 31, 2013 included in our Annual Report on Form 10-K filed with the SEC on February 27, 2014. The stock options granted in Fiscal Year 2013 were granted on March 4, 2013 and vest in three equal annual amounts commencing on the first anniversary of the grant date.
(7)	The amounts in this column reflect the amounts of non-equity incentive awards paid for performance in the fiscal year shown. Such amounts do not include the amounts awarded in the form of MSP RSUs as elected by the Named Executive Officers.
(8)	The amounts shown in this column reflect the aggregate change in actuarial present value of the Named Executive Officer's accumulated benefit under our Defined Benefit Pension Plan (the "Retirement Plan" from December 31, 2012 to December 31, 2013. The Retirement Plan was frozen in 2006 and , as a result, no new benefits accrue and the change in actuarial value is primarily attributable to changes in interest rate.
(9)	See "2013 All Other Compensation Table" for specific items in this category.
(10)	The amounts in this column reflect the total of the following columns: Salary, Bonus Stock Awards, Option Awards, Non-Equity Incentive Plan Compensation, Change in Pension Value and Nonqualified Deferred Compensation Earnings, and All Other Compensation.
(11)	Messrs. Buckhout and Bhalla joined the company on April 9, 2013, and December 2, 2013, respectively.
(12)	The employment of Messrs. Burditt, Joshi and Young terminated during 2013. Mr. Joshi was not a Named Executive Officer in Fiscal Year 2011 and Mr. Young was not a Named Executive officer in Fiscal Years 2012 or 2011.

2013 All Other Compensation Table



Name	Perquisites and Other Personal Benefits ($) (1)	Tax Preparation and Financial Planning ($)	Insurance Premiums ($) (2)	Severance Payments/ Accruals ($)(3)	Relocation Expenses ($)(4)	Payments Relating to Employee Savings Plan ($) (5)	Other ($) (6)	Total ($)
Scott A. Buckhout	—	—	652	—	127,753	4,501	—	132,906
Rajeev Bhalla	923	—	—	—	—	—	—	923
Frederic M. Burditt	12,000	5,000	3,907	350,893	—	18,893	32,878	423,571
Wayne F. Robbins	8,400	—	4,044	—	8,586	18,198	15,370	54,597
Michael R. Dill	8,400	—	1,290	—	—	12,657	894	23,242
Alan J. Glass	8,400	2,809	1,722	—	—	15,048	2,426	30,405
Lisa Ryan	8,400	3,975	2,671	—	—	5,796	—	20,816
Mahesh Joshi	7,431	3,900	1,579	309,000	—	13,036	26,472	361,417
Brian S. Young	7,108	—	932	214,910	—	4,151	17,195	244,296



(1)	The amounts shown in this column reflect each executive's annual car allowance.
(2)	The amounts shown in this column reflect group term life insurance premiums paid on behalf of each executive.
(3)	See “Compensation Discussion and Analysis - Significant Change in Senior Leadership during the Year" for further information regarding the benefits Messrs. Burditt, Joshi and Young received in connection with his departure from the Company.
(4)	The amounts shown in this column reflect relocation assistance to Mr. Buckhout in connection with his relocation to Massachusetts and to Mr. Robbins for extra units associated with his time spent managing our Italian subsidiary which were incurred in 2012, but reimbursed in 2013.
(5)	The amounts shown in this column reflect Company matching contributions to the Named Executive Officer's 401(k) savings account of 2.5% of pay up to the limitations imposed by IRS regulations, the Company’s core contribution of 2.5%, as well as non-qualified deferred compensation contributions discussed in the Retirement Benefits section of the Compensation Discussion & Analysis.
(6)	Messrs. Burditt, Joshi and Young amounts include vacation payouts of $28,004, $25,801 and $16,765, respectively. Mr. Robbins’ amount includes a travel benefit of $3,953, provided in recognition for his efforts serving as our Acting Chief Executive Officer. The remaining amounts for each Named Executive Officer reflect dividend equivalents paid on vested RSUs.

2013 Grants of Plan-Based Awards

The following table summarizes the grant of plan-based awards made to our Named Executive Officers in 2013. For a discussion of these grants please see the Compensation Discussion and Analysis under the headings “Extraordinary Events during the Year”, "Performance-Based Annual Incentive Compensation" and "Long-Term Equity Incentives."



Name	Type of Award (1)	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2)			Estimated Future Payouts Under Equity Incentive Plan Awards (3)			All Other Stock Awards: Number of Shares of Stock or Units (#) (4)	All Other Option Awards: Number of Securities Underlying Options (#) (5)	Exercise or base Prices of Option Awards ($ / Sh)	Grant Date Fair Value of Stock and Option Awards ($) (6)
			Threshold ($)	Target ($)	Maximum ($)	Threshold ($)	Target ($)
(a)		(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)	(l)
Scott A. Buckhout	RSU Time	04/09/13	—	—	—	—	—	—	10,689	—	—	440,066
	RSU Perf	04/09/13	—	—	—	—	493,579	987,158	—	—	—	—
	Options	04/09/13	—	—	—	—	—	—	—	200,000	41.17	2,892,418
	MSP RSU		—	—	—	—	451,520	903,040	—	—	—	—
	MBP		—	—	—	—	—	—	—	—	—	—
Rajeev Bhalla	RSU Time	12/02/13	—	—	—	—	—	—	18,908	—	—	1,499,972
	Options	12/02/13	—	—	—	—	—	—	—	100,000	79.33	3,151,091
	MSP RSU		—	—	—	—	—	—	—	—	—	—
	MBP		—	27,125	54,250	—	—	—	—	—	—	—
Frederic M. Burditt	RSU Time	03/04/14	—	—	—	—	—	—	4,584	—	—	193,078
	RSU Perf	03/04/14	—	—	—	—	192,994	385,988	—	—	—	—
	MSP RSU		—	—	—	—	86,846	173,692	—	—	—	—
	MBP		—	135,093	270,187	—	—	—	—	—	—	—
Wayne F. Robbins	RSU Time	03/04/14	—	—	—	—	—	—	5,700	—	—	240,084
	RSU Perf	03/04/14	—	—	—	—	240,042	480,084	—	—	—	—
	MSP RSU		—	—	—	—	210,000	420,000	—	—	—	—
	MBP		—	140,000	280,000	—	—	—	—	—	—	—
Michael R. Dill	RSU Time	03/04/14	—	—	—	—	—	—	3,030	—	—	127,624
	RSU Perf	03/04/14	—	—	—	—	127,624	255,247	—	—	—	—
	MSP RSU		—	—	—	—	—	—	—	—	—	—
	MBP		—	155,948	311,896	—	—	—	—	—	—	—
Alan J. Glass	RSU Time	03/04/14	—	—	—	—	—	—	1,776	—	—	74,752
	RSU Perf	03/04/14	—	—	—	—	74,763	149,526	—	—	—	—
	MSP RSU		—	—	—	—	84,085	168,171	—	—	—	—
	MBP		—	56,057	112,114	—	—	—	—	—	—	—
Lisa Ryan	RSU Time	03/04/14	—	—	—	—	—	—	1,710	—	—	72,025
	RSU Perf	03/04/14	—	—	—	—	72,025	144,050	—	—	—	—
	MBP		—	108,000	216,000	—	—	—	—	—	—	—
Mahesh Joshi	RSU Time	03/04/14	—	—	—	—	—	—	3,303	—	—	139,122
	RSU Perf	03/04/14	—	—	—	—	139,080	278,160	—	—	—	—
	MSP RSU		—	—	—	—	50,985	101,970	—	—	—	—
	MBP		—	135,960	271,920	—	—	—	—	—	—	—
Brian S. Young	RSU Time	03/04/14	—	—	—	—	—	—	1,533	—	—	64,570
	RSU Perf	03/04/14	—	—	—	—	64,486	128,971	—	—	—	—
	MSP RSU		—	—	—	—	29,013	58,026	—	—	—	—
	MBP		—	77,367	154,735	—	—	—	—	—	—	—



(1)	Type of Award:
	RSU Time = RSU award subject to time-based vesting only
	RSU Perf = RSU award subject to performance conditions
	Option = Stock option subject to a service period and a market vesting condition
	MSP RSU = MSP RSU awards subject to performance conditions under management bonus plan
	MBP = Cash award subject to performance conditions under management bonus plan
	Each of these awards was granted under our Equity Incentive Plan. See Summary Compensation Table and the footnotes thereto for additional information on these types of awards.
(2)	MBP cash amounts were adjusted based on actual performance and were paid on or about March 8, 2014, to the extent achieved. The potential payouts of MBP awards were subject to performance conditions in 2013 and were completely at risk. The amounts actually earned for Fiscal Year 2013 are reported in column (g) of the Summary Compensation Table.
(3)	MSP RSU awards were adjusted based on performance and were issued on or about March 3, 2014, to the extent achieved. The potential payouts of MSP RSU awards are subject to performance conditions and are completely at risk. RSU Perf awards were awarded on March 4, 2013 and are subject to financial performance conditions for the year ended December 31, 2015.
(4)	RSU- Time awards were awarded on March 4, 2013, to all the Named Executive Officers other than Mr. Buckhout and Mr. Bhalla. April 9, 2013 to Mr. Buckhout and December 2, 2013 to Mr. Bhalla.
(5)	The exercise price of all Options is equal to the closing price of our Common Stock on the business day before the Grant Date. Stock option grants to Messrs. Buckhout and Bhalla include both a service period and market vesting conditions. For more details, see footnote (1) under Outstanding Equity Awards at 2013 Fiscal Year-End.
(6)	The amounts in this column reflect the aggregate grant date fair values of the RSU awards reflected in column (i), calculated in accordance with accounting guidance, and the aggregate fair value of the Option awards reflected in column (j) was estimated based on the fair market value on the date of grant using a Monte Carlo simulation option pricing model. On April 9, 2013, the estimated fair market value per share for Mr. Buckhout’s stock option grant averaged $14.46. On December 2, 2013, the estimated fair market value per share for Mr. Bhalla’s stock option grant averaged $31.51.

Outstanding Equity Awards at 2013 Fiscal Year-End



	Option Awards				Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#) (1)	Option Exercise Price ($)	Option Expiration Date	Stock Award Grant Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($) (2)		Equity Incentive Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2)
(a)	(b)	(c)	(e)	(f)	(g)	(h)	(i)		(j)	(k)
Scott A. Buckhout	12,500	187,500	41.17	4/9/2023	—	—	—	—	—	—
	—	—	—	—	04/09/2013	10,689	863,457	(3)	—	—
	—	—	—	—	04/09/2013	—	—		10,688	863,377	(4)
Rajeev Bhalla	—	100,000	79.33	12/2/2023	12/2/201323	18,908	1,527,388	(5)	—	—
Frederic M. Burditt	—	—	—	—	02/28/2011	3,110	251,226	(6)	—	—
	—	—	—	—	03/05/2012	1,222	98,713	(6)	—	—
Wayne F. Robbins	2,798	—	30.91	3/1/2020	0	—	—		—	—
	—	5,064	39.00	2/28/2021	0	—	—		—	—
	2,170	4,340	32.76	3/5/2022	0	—	—		—	—
	—	—	—	—	02/28/2011	748	60,423	(3)	—	—
	—	—	—	—	02/28/2011	5,512	445,259	(7)	—	—
	—	—	—	—	03/05/2012	1,876	151,543	(3)	—	—
	—	—	—	—	03/05/2012	3,449	278,610	(7)	—	—
	—	—	—	—	03/05/2012	—	—		2,899	234,181	(8)
	—	—	—	—	03/04/2013	5,700	460,446	(3)	—	—
	—	—	—	—	03/04/2013	1,249	100,894	(7)	—	—
	—	—	—	—	03/04/2013	—	—		5,699	460,365	(4)
Michael R. Dill	-	5,987	31.10	8/29/2021	0	—	—		—	—
	2,719	5,438	32.76	3/5/2022	0	—	—		—	—
	—	—	—	—	02/28/2011	395	31,908	(3)	—	—
	—	—	—	—	08/29/2011	885	71,490	(3)	—	—
	—	—	—	—	03/05/2012	2,352	189,995	(3)	—	—
	—	—	—	—	03/05/2012	—	—		3,633	293,474	(8)
	—	—	—	—	03/04/2013	3,030	244,763	(3)	—	—
	—	—	—	—	03/04/2013	—	—		3,030	244,763	(4)
Alan J. Glass	1,937	—	30.91	3/1/2020	0	—	—		—	—
	—	3,299	39.00	2/28/2021	0	—	—		—	—
	1,128	2,256	32.76	3/5/2022	0	—	—		—	—
	—	—	—	—	02/28/2011	488	39,421	(3)	—	—
	—	—	—	—	02/28/2011	2,047	165,357	(7)	—	—
	—	—	—	—	03/05/2012	976	78,841	(3)	—	—
	—	—	—	—	03/05/2012	1,647	133,045	(7)	—	—
	—	—	—	—	03/05/2012	—	—		1,507	121,735	(8)
	—	—	—	—	03/04/2013	1,776	143,465	(3)	—	—
	—	—	—	—	03/04/2013	1,959	158,248	(7)	—	—
	—	—	—	—	03/04/2013	—	—		1,775	143,385	(4)
Lisa Ryan	—	—	—	—	12/17/2012	2,954	238,624	(3)	—	—
	—	—	—	—	03/04/2013	1,710	138,134	(3)	—	—
	—	—	—	—	03/04/2013	—	—	—	1,710	138,134	(4)
Mahesh Joshi	—	—	—	—	—	—	—		—	—
	—	—	—	—	03/04/2013	582	47,014	(6)	—	—
Brian S. Young	—	—	—	—	03/05/2012	317	25,607	(6)	—	—
	—	—	—	—	03/04/2013	742	59,939	(6)	—	—



(1)	With the exception of inducement stock options granted to Messrs. Buckhout and Bhalla, the stock options listed in this column were granted pursuant to our Equity Incentive Plan and have a ten-year option term. The stock option grants on March 1, 2010, February 28, 2011, and August 29, 2011 all vest three years from such date. The stock option grants on March 5, 2012 vest ratably 33% per year generally beginning on the first anniversary from such date. The inducement stock options granted to Messrs. Buckhout and Bhalla were granted on April 9, 2013 and December 2, 2013 pursuant to the inducement award exemption under Section 303A.08 of the NYSE Listed Company Manual. Both of these inducement stock option grants include both a service period and a market vesting condition. The inducement stock options will vest if the following stock price targets are met based on the stock closing at or above these targets for 60 consecutive trading days: Mr. Buckhout - $50.00 (50,000 cumulative vested shares); $60.00 (100,000 cumulative vested shares); $70.00 (150,000 cumulative vested shares); $80.00 (200,000 cumulative vested shares) Mr. Bhalla - $87.50 (25,000 cumulative vested shares); $100.00 (50,000 cumulative vested shares); $75.00 (75,000 cumulative vested shares); $125.00 (100,000 cumulative vested shares) Vested options for both inducement stock option grants for Messrs. Buckhout and Bhalla may be exercised 25% at the time of vesting, 50% one year from the date of vesting and 100% two years from the date of vesting. These two stock option grants have a ten-year term but to the extent that the market conditions (stock price targets shown above) are not met within five years from the grant date, these options will not vest and will forfeit.
(2)	The amounts shown in these columns reflect the market value of unvested RSUs calculated by multiplying the number of such unvested RSUs by $80.78, the closing price of our Common Stock on December 31, 2013, the last trading day in 2013.
(3)	The amounts reflect the unvested portion of long-term incentive grants in the form of RSUs pursuant to our Equity Incentive Plan. Such grants generally vest ratably over a three-year period, beginning on the first anniversary of the date of grant, subject to any longer deferral period selected by the executive.
(4)	The amounts reflect the unvested portion of long term grants in the form of performance RSUs pursuant to our Equity Incentive Plan. Such grants are subject to financial performance conditions for the year ended December 31, 2015 and reflect the target amount of the award.
(5)	The amounts reflect the unvested portion of long-term incentive grants in the form of RSUs granted outside of our Equity Incentive Plan pursuant to the inducement award exemption under Section 303A.08 of the NYSE Listed Company Manual. Such grant vests ratably over a two-year period, beginning on the first anniversary of the date of grant, subject to any longer deferral period selected by the executive.
(6)	The amounts reflect the vested portion of MSP RSUs pursuant to the MSP provisions allowing executives to receive MSP RSUs in lieu of a specified percentage or dollar amount of their annual incentive cash bonus. MSP RSUs for Messrs. Burditt, Joshi, and Young will be distributed six months from their respective termination date, at which time they convert into shares of Common Stock.
(7)	The amounts reflect the unvested portion of MSP RSUs pursuant to the MSP provisions allowing executives to receive MSP RSUs in lieu of a specified percentage or dollar amount of their annual incentive cash bonus. Such MSP RSUs vest in whole on the date that is three years from the date of the grant at which time they convert into shares of Common Stock and are issued to the executive unless the executive has selected a longer deferral period. Awards with a grant date of March 4, 2013 vest on March 4, 2016.
(8)	The amounts reflect the unvested portion of long term grants in the form of RSUs pursuant to our Equity Incentive Plan. Such grants are subject to financial performance conditions for the year ended December 31, 2014 and reflect the target amount of the award.

2013 Option Exercises and Stock Vested



	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#) (1)	Value Realized on Exercise ($) (1)	Number of Shares Acquired on Vesting (#) (2), (3)	Value Realized on Vesting ($) (4)
(a)	(b)	(c)	(d)	(e)
Scott A. Buckhout	—	—	—	—
Rajeev Bhalla	—	—	—	—
Frederic M. Burditt (5)	18,779	647,180	12,299	662,001
Wayne F. Robbins (6)	—	—	8,266	342,433
Michael R. Dill (7)	—	—	3,021	146,800
Alan J. Glass (8)	2,980	99,733	4,518	187,096
Lisa Ryan	—	—	—	—
Mahesh Joshi (9)	2,098	95,087	4,471	192,787
Brian S. Young	973	45,478	1,644	89,233



(1)	All stock option exercises consisted of cashless exercises performed through open market transactions.
(2)	With respect to shares acquired upon vesting of RSUs, Named Executive Officers have shares withheld to pay associated income taxes. The number of shares reported represents the gross number prior to withholding of such shares.
(3)	In certain cases, the actual receipt of shares underlying vested RSUs may have been deferred pursuant to a previous election made by the Named Executive Officer. This table reports the number of shares vested regardless of whether distribution actually was made.
(4)	The amounts shown in this column reflect the value realized upon vesting of RSUs and MSP RSUs as follows: (i) for RSUs, the value realized upon vesting is determined by multiplying the number of RSUs vested (prior to withholding of any shares to pay associated income taxes) and the closing price of our Common Stock on the day prior to vesting and (ii) for MSP RSUs, the value realized upon vesting is determined by multiplying (a) the number of MSP RSUs vested (prior to withholding of any shares to pay associated income taxes) and (b) the difference between the closing price of our Common Stock on the day prior to vesting and the cost of the MSP RSUs.
(5)	Mr. Burditt had RSUs vest during 2013 as follows: 1,212 RSUs with a price of $41.07 on February 28, 2013; 2,184 RSUs with a price of $41.68 on March 1, 2013; 3,645 RSUs with a price of $42.12 on March 2, 2013; 1,259 RSUs with a price of $40.72 on April 5, 2013; and 3,999 RSUs with a price of $79.12 on November 28, 2013. Mr. Burditt exercised 4,754 options on August 5, 2013 with an exercise price of $30.91 and an average market price of $58.29. Mr. Burditt also exercised 4,000 options on December 17, 2013 and 4,203 options on December 18, 2013 both with an exercise price of $39.00 and a market price of $78.00 and $77.00, respectively.
(6)	Mr. Robbins had RSUs and MSP RSUs vest during 2013 as follows: 1,353 RSUs with a price of $40.43 on February 26, 2013; 748 RSUs with a price of $41.07 on February 28, 2013; 2,168 RSUs with a price of $42.12 on March 2, 2013; 1,285 RSUs and 1,774 MSP RSUs with a price of $41.68 on March 1, 2013 and 938 RSUs with a price of $40.72 on April 5, 2013.
(7)	Mr. Dill had RSUs and MSP RSUs vest during 2013 as follows: 395 RSUs with a price of $41.07 on February 28, 2013; 33 MSP RSUs with a price of $41.68; 1,176 RSUs with a price of $40.72 on April 5, 2013; 532 RSUs with a price of $58.28; and 885 RSUs with a price of $57.62 on August 29, 2013.
(8)	Mr. Glass had RSUs and MSPs vest during 2013 as follows: 874 RSUs with a price of $40.43 on February 26, 2013; 488 RSUs with a price of $41.07 on February 28, 2013; 314 MSP RSUs and 890 RSUs with a price of $41.68 on March 1, 2013; 1,464 RSUs with a price of $42.12 on March 2, 2013; and 488 RSUs with a price of $40.72 on April 5, 2013. Mr. Glass exercised 1,000 options on August 8, 2013 with an exercise price of $23.80 and an average market price of $58.08. Mr. Glass also exercised 1,980 options on August 8, 2013 with an exercise price of $24.90 and an average market price of $57.96.
(9)	Mr. Joshi had RSUs vest during 2013 as follows: 3,564 RSUs with a price of $43.73 on March 8, 2013 and 907 RSUs with a price of $40.72 on April 5, 2013. Mr. Joshi exercised 1,000 options on November 4, 2013 and 1,098 options on November 26, 2013 both with an exercise price of $32.76 and an average market price of $77.09 and $78.99, respectively.
(10)	Mr. Young had RSUs vest during 2013 as follows: 265 RSUs with a price of $41.07 on February 28, 2013; 421 RSUs with a price of $40.72 on April 5, 2013; and 958 RSUs with a price of $63.89 on October 19, 2013. Mr. Young exercised 973 options on December 19, 2013 with an exercise price of $32.76 and a market price of $79.50.

2013 Pension Benefits

Prior to July 1, 2006, we maintained a Retirement Plan that was available to all U.S. employees who had attained age 21 and completed at least 1,000 hours of service in a specified twelve-month period. As of July 1, 2006, we froze the accrued pension benefits of the Retirement Plan participants and we closed the Retirement Plan to new participants. Under the revised Retirement Plan, participants generally do not accrue any additional benefits under the Retirement Plan after July 1, 2006 (although vesting for unvested participants continues until full vesting) and instead receive enhanced benefits associated with our defined contribution 401(k) plan described in the Compensation Discussion and Analysis section under the heading "Retirement Benefits."

The assets of the Retirement Plan are maintained in a trust fund at an independent investment firm. The Retirement Plan is administered by a retirement plan committee comprised of Company executives appointed by the Board. The Retirement Plan provides for monthly benefits to, or on behalf of, each participant at age sixty-five and has provisions for early retirement after age 55 and five years of service and surviving spouse benefits after five years of service. Participants in the Retirement Plan who terminate employment prior to retirement with at least five years of service are vested in their accrued retirement benefit. The Retirement Plan is subject to the Employee Retirement Income Security Act of 1974, as amended. The normal retirement benefit for participants is an annuity payable monthly over the participant's life. If the participant is married, he or she will receive a spousal joint and 50% survivor annuity, unless an election out is made. Generally, the annual normal retirement benefit is an amount equal to 1.67% of the participant's final average compensation (as defined in the Retirement Plan), reduced by the maximum offset allowance (as defined in the Retirement Plan) multiplied by years of service (with a maximum of twenty-five years). Compensation recognized under the Retirement Plan for purposes of the calculation above generally includes base salary and annual bonus. Annual compensation in excess of an Internal Revenue Services-prescribed limit is disregarded for all purposes under the Retirement Plan.

The amounts reported in the following table equal the present value of the accumulated benefit at December 31, 2013, for Mr. Glass, the only Named Executive Officer entitled to benefits under the Retirement Plan.



Name	Number of Years Credited Service (#) (1) (2)	Present Value of Accumulated Benefit ($) (3)	Payments During Last Fiscal Year ($)
(a)	(c)	(d)	(e)
Alan J. Glass	7	115,063	0



(1)	Participants are eligible for the Retirement Plan if they are at least 21 years of age and were hired before February 1, 2006. Participants are eligible for early retirement under the Retirement Plan at age fifty-five with five years of vested service.
(2)	A full year of service is earned in plan years where the participant worked over 1,000 hours. Partial years of service are granted for years where the participant worked less than 1,000 hours. There have been no ad hoc additional years of service granted to any participants. No additional years of service have been earned under the Retirement Plan after June 30, 2006 when that plan was frozen.
(3)	The present value of accumulated benefits is calculated based on the same assumptions as noted in Note 13 ("Employee Benefit Plans") to the Company's audited consolidated financial statements for the year ended December 31, 2013 included in our Annual Report on Form 10-K filed with the SEC on February 27, 2014.

2013 Nonqualified Deferred Compensation

In 2007, we implemented a nonqualified 401(k) excess plan to provide benefits that would have otherwise been provided to participants in our 401(k) plan but for the imposition of certain maximum statutory limits imposed on qualified plans, such as annual limits on eligible pay and contributions. Under the 401(k) plan, the Company makes an automatic core contribution on behalf of each participant equal to 2.5% of the participant’s compensation during the recently concluded fiscal year (regardless of whether the participant contributes to the plan). In addition, the Company makes an additional matching contribution on behalf of each participant equal to 50% of the first 5% of compensation contributed to the plan by the participant. We also make the same contributions to the nonqualified 401(k) excess plan but only with respect to compensation in excess of the annual limit on eligible pay. In 2013, the annual limit on eligible pay was $255,000 and the annual limit on contributions was $50,000. Any contribution credits that we provide to participants under the nonqualified 401(k) plan are invested, at the discretion of plan participants, in one or more mutual funds selected by the plan participants. The same twenty-four mutual funds that we make available under our 401(k) plan are also available under the nonqualified 401(k) excess plan and there are no minimum or guaranteed rates of return to the participants on such investments. Distributions from the nonqualified 401(k) excess plan are made in a lump sum upon a participant's separation from service.

We also permit the grantees of our RSUs to defer the settlement of their units beyond the vesting date. The deferral period is a stated period of years selected in advance by the grantee. If the grantee's employment terminates before the end of the deferral period for reasons other than retirement, the RSUs will be settled in shares of our Common Stock upon termination of employment. If the grantee retires before the end of the deferral period, the RSUs will be settled in shares of our Common Stock at the end of the deferral period. During the deferral period, any dividends that would otherwise be paid on the deferred RSUs accumulate in cash and will be paid out at the same time that the deferred RSUs are settled.

Under either deferred compensation arrangement, if distribution is made on account of separation from service, the distribution will be delayed by six months if the participant is considered a specified employee within the meaning of Section 409A of the Internal Revenue Code.

The following table outlines employee and employer contributions to each deferred compensation arrangement for Fiscal Year 2013. The table also includes earnings or losses during Fiscal Year 2013, and the aggregate balances as of December 31, 2013.

Nonqualified Deferred Compensation



Name (a)		Executive Contributions in Last FY ($) (b)	Registrant Contributions in Last FY ($) (c) (1)	Aggregate Earnings /(Loss) in Last FY ($)(d)	Aggregate Withdrawals/ Distributions (e)	Aggregate Balance at Last FYE ($) (f) (2)
Scott A. Buckhout	Excess 401K	—	—	—	—	—

Rajeev Bhalla	Excess 401K	—	—	—	—	—

Frederic M. Burditt	Excess 401K	—	6,225	3,028	—	30,570

Wayne F. Robbins	Excess 401K	—	5,667	1,960	—	25,680
	RSUs (3)		—	26,863	626,058	—

Michael R. Dill	Excess 401K	—	836	113	—	967

Alan J. Glass	Excess 401K	—	1,558	2,363	—	17,165

Lisa Ryan	Excess 401K	—	—	—	—	—

Mahesh Joshi	Excess 401K	—	356	48	—	404

Brian S. Young	Excess 401K	—	174	24	—	198



(1)	These amounts are disclosed in the Summary Compensation Table under "All Other Compensation."
(2)	These amounts include employer contributions that have been reflected in the Summary Compensation Table in this Proxy Statement and in previous proxy statements.
(3)	These amounts represent values for certain vested RSUs and MSP RSUs that Mr. Robbins elected to defer receipt of shares until February 26, 2013 and March 02, 2013.

SEVERANCE AND OTHER BENEFITS UPON

TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

In order to achieve our compensation objective of attracting, retaining and motivating qualified executives, we believe that we need to provide our Named Executive Officers (and other executive officers) with severance protections that are consistent with the severance protections offered by our Compensation Peer Group Companies. The following section describes the particular benefits that may become payable to our Named Executive Officers (other than those Named Executive Officers who terminated employment with us prior to December 31, 2013) depending on the circumstances surrounding their termination of employment with us. In calculating the amount of any potential payments to our Named Executive Officers under the arrangements described below, we have assumed that the applicable triggering event (i.e., termination of employment or change in control) occurred on December 31, 2013 and that the price per share of our common stock is equal to $80.78, the closing price on December 31, 2013, the last trading day in 2013.

Severance Benefits-Termination of Employment Other than in Connection with Change in Control

As noted in the section of this Proxy Statement entitled “Compensation Discussion and Analysis - Extraordinary Events during the Year,” our Named Executive Officers are party to certain agreements providing for severance under certain circumstances as detailed in that section. As a result, during Fiscal 2013, Messrs. Joshi and Young received benefits under their respective agreements, while Mr. Burditt received benefits under his retirement agreement.

Severance Benefits-Termination of Employment in Connection with Change in Control

Change of Control Agreements with Named Executive Officers

The Company has entered into change of control agreements with our executive officers, including our Named Executive Officers, which are substantially identical and provide for certain benefits to be paid to such executive officers in connection with a termination of employment with the Company under the circumstances described below.

If within 12 months after a change in control, an executive officer's employment is terminated by the Company without "Cause" or such executive officer terminates his employment for "Good Reason" (as those terms are defined in the change of control agreements), such executive officer will be entitled to severance pay that generally includes: (i) an amount equal to two times the sum of (a) such executive officer's current base salary and (b) the either the highest annual incentive compensation received by such executive officer in any of the three immediately preceding fiscal years (excluding any sign-on bonus, retention bonus or any other special bonus) or such individual’s target annual incentive compensation; and (ii) the payment of such health insurance premiums as may be necessary to allow them and their spouses and dependents to continue to receive health insurance coverage substantially similar to the coverage they received prior to the date of termination for a period of two years. In the event of a change in control, the aggregate amount payable to our executive officers (including our Named Executive Officers) by the Company may, in certain instances, trigger the payment of excise taxes under the Internal Revenue Code. In the event that the applicable executive officer (including our Named Executive Officers) would receive a greater economic benefit by receiving payments up to the maximum amount that would not require the payment of excise taxes instead of the full amounts due from the Company, the change of control agreements provide that the aggregate payments to our executive officers will be reduced to the maximum amount that would not require the payment of excise taxes. The change of control agreements provide that in consideration of the benefits provided thereunder, during the term of employment and for one year thereafter, regardless of the reasons for termination of employment, the executive officer will not compete with the Company.

Other Benefits Received in Connection with a Change in Control

The change of control agreements with our executive officers, including our Named Executive Officers, also provide for the immediate acceleration of vesting of all stock options and other stock-based awards (including RSUs) in the event of a change in control, notwithstanding whether the executive has been terminated in connection therewith.

The following tables list the estimated amounts that the Named Executive Officers would have become entitled to under a change of control agreement for the Named Executive Officers had their employment with the Company terminated on December 31, 2013 under circumstances described above:



Payments and Benefits	Termination after Change-in-Control
Scott A. Buckhout
Cash Severance (1)	$	2,031,840
Stock Options (2)	$	5,941,500
Restricted Stock Units (3)	$	1,726,914
Health Care Benefits (4)	$	25,896
Total (5)	$	9,726,150


(1)	This amount reflects payment to Mr. Buckhout that would be equal to two times the sum of (i) his then effective base salary and (ii) his target annual incentive compensation. This payment is payable in a lump sum following termination.


(2)	This amount reflects the incremental value to which Mr. Buckhout would be entitled due to the immediate vesting of all unvested stock options using the closing stock price of $80.78 on December 31, 2013.


(3)	This amount reflects the incremental value to which Mr. Buckhout would be entitled due to the immediate vesting of all unvested RSUs using the closing stock price of $80.78 on December 31, 2013, less the applicable basis with respect to MSP RSUs.


(4)	This amount reflects payments to Mr. Buckhout that would be equal to the cost of the health insurance premiums necessary to allow Mr. Buckhout and his spouse and dependents to continue to receive health insurance coverage substantially similar to the coverage they received prior to the date of termination for a period of two years from the date of termination.


(5)	These amounts do not reflect a 20% excise tax under Section 4999 of the Internal Revenue Code that may apply depending upon the facts and circumstances in the event of a change in control.



Payments and Benefits	Termination after Change-in-Control
Rajeev Bhalla
Cash Severance (1)	$	1,581,000
Stock Options (2)	$	145,000
Restricted Stock Units (3)	$	1,527,388
Health Care Benefits (4)	$	25,896
Total (5)	$	3,279,284


(1)	This amount reflects payment to Mr. Bhalla that would be equal to two times the sum of (i) his then effective base salary and (ii) his target annual incentive compensation. This payment is payable in a lump sum following termination.


(2)	This amount reflects the incremental value to which Mr. Bhalla would be entitled due to the immediate vesting of all unvested stock options using the closing stock price of $80.78 on December 31, 2013.


(3)	This amount reflects the incremental value to which Mr. Bhalla would be entitled due to the immediate vesting of all unvested RSUs using the closing stock price of $80.78 on December 31, 2013.


(4)	This amount reflects payments to Mr. Bhalla that would be equal to the cost of the health insurance premiums necessary to allow Mr. Bhalla and his spouse and dependents to continue to receive health insurance coverage substantially similar to the coverage they received prior to the date of termination for a period of two years from the date of termination.


(5)	These amounts do not reflect a 20% excise tax under Section-4999 of the Internal Revenue Code that may apply depending upon the facts and circumstances in the event of a change in control.



Payments and Benefits	Termination after Change-in-Control
Wayne F. Robbins
Cash Severance (1)	$	1,720,980
Stock Options (2)	$	419,981
Restricted Stock Units (3)	$	1,952,825
Health Care Benefits (4)	$	17,736
Total (5)	$	4,111,522


(1)	This amount reflects payment to Mr. Robbins that would be equal to two times the sum of (i) his then effective base salary and (ii) his highest annual incentive compensation in any of the three immediately preceding years. This payment is payable in a lump sum following termination.


(2)	This amount reflects the incremental value to which Mr. Robbins would be entitled due to the immediate vesting of all unvested stock options using the closing stock price of $80.78 on December 31, 2013.


(3)	This amount reflects the incremental value to which Mr. Robbins would be entitled due to the immediate vesting of all unvested RSUs using the closing stock price of $80.78 on December 31, 2013, less the applicable basis with respect to MSP RSUs.


(4)	This amount reflects payments to Mr. Robbins that would be equal to the cost of the health insurance premiums necessary to allow Mr. Robbins and his spouse and dependents to continue to receive health insurance coverage substantially similar to the coverage they received prior to the date of termination for a period of two years from the date of termination.


(5)	These amounts do not reflect a 20% excise tax under Section-4999 of the Internal Revenue Code that may apply depending upon the facts and circumstances in the event of a change in control.



Payments and Benefits	Termination after Change-in-Control
Michael Dill
Cash Severance (1)	$	809,620
Stock Options (2)	$	558,567
Restricted Stock Units (3)	$	1,076,393
Health Care Benefits (4)	$	25,440
Total (5)	$	2,470,020


(1)	This amount reflects payment to Mr. Dill that would be equal to two times the sum of (i) his then effective base salary and (ii) his target annual incentive compensation. This payment is payable in a lump sum following termination.


(2)	This amount reflects the incremental value to which Mr. Dill would be entitled due to the immediate vesting of all unvested stock options using the closing stock price of $80.78 on December 31, 2013.


(3)	This amount reflects the incremental value to which Mr. Dill would be entitled due to the immediate vesting of all unvested RSUs using the closing stock price of $80.78 on December 31, 2013, less the applicable basis with respect to MSP RSUs.


(4)	This amount reflects payments to Mr. Dill that would be equal to the cost of the health insurance premiums necessary to allow Mr. Dill and his dependents to continue to receive health insurance coverage substantially similar to the coverage they received prior to the date of termination for a period of two years from the date of termination.


(5)	These amounts do not reflect a 20% excise tax under Section 4999 of the Internal Revenue Code that may apply depending upon the facts and circumstances in the event of a change in control.



Payments and Benefits	Termination after Change-in-Control
Alan J. Glass
Cash Severance (1)	$	867,050
Stock Options (2)	$	246,165
Restricted Stock Units (3)	$	838,573
Health Care Benefits (4)	$	25,896
Total (5)	$	1,977,684


(1)	This amount reflects payment to Mr. Glass that would be equal to two times the sum of (i) his then effective base salary and (ii) his highest annual incentive compensation in any of the three immediately preceding years. This payment is payable in a lump sum following termination.


(2)	This amount reflects the incremental value to which Mr. Glass would be entitled due to the immediate vesting of all unvested stock options using the closing stock price of $80.78 on December 31, 2013.


(3)	This amount reflects the incremental value to which Mr. Glass would be entitled due to the immediate vesting of all unvested RSUs using the closing stock price of $80.78 on December 31, 2013, less the applicable basis with respect to MSP RSUs.

(4) This amount reflects payments to Mr. Glass that would be equal to the cost of the health insurance premiums

necessary to allow Mr. Glass and his spouse and dependents to continue to receive health insurance coverage

substantially similar to the coverage they received prior to the date of termination for a period of two years from the

date of termination.



Payments and Benefits	Termination after Change-in-Control
Lisa Ryan
Cash Severance (1)	$	696,000
Stock Options (2)	$	—
Restricted Stock Units (3)	$	514,892
Health Care Benefits (4)	$	25,896
Total (5)	$	1,236,788


(1)	This amount reflects payment to Ms. Ryan that would be equal to two times the sum of (i) her then effective base salary and (ii) her target annual incentive compensation. This payment is payable in a lump sum following termination.


(2)	This amount reflects the incremental value to which Ms. Ryan would be entitled due to the immediate vesting of all unvested stock options using the closing stock price of $80.78 on December 31, 2013.


(3)	This amount reflects the incremental value to which Ms. Ryan would be entitled due to the immediate vesting of all unvested RSUs using the closing stock price of $80.78 on December 31, 2013.


(4)	This amount reflects payments to Ms. Ryan that would be equal to the cost of the health insurance premiums necessary to allow Ms. Ryan and her spouse and dependents to continue to receive health insurance coverage substantially similar to the coverage they received prior to the date of termination for a period of two years from the date of termination.


(5)	These amounts do not reflect a 20% excise tax under Section-4999 of the Internal Revenue Code that may apply depending upon the facts and circumstances in the event of a change in control.

DIRECTOR COMPENSATION

The Company uses a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on the Board. Further, each director is reimbursed for reasonable travel and other expenses incurred in attending meetings. In setting director compensation, the Company considers the significant amount of time that directors expend in fulfilling their duties to the Company as well as the skill level required by the Company of members of the Board. Directors are subject to the "Stock Ownership Guidelines" described above.

Currently, our non-employee directors will receive cash compensation as follows, on an annual basis, unless otherwise noted:



Annual Retainer (Board Member)	$	50,000
Annual Retainer (Chairman of the Board)	$	125,000
Chairman Fee (Audit Committee)	$	15,000
Chairman Fee (Compensation Committee)	$	10,000
Chairman Fee (Nominating and Corporate Governance Committee)	$	8,000
Committee Membership (per committee)	$	5,000

Directors also are eligible to receive an annual equity incentive grant under our Equity Incentive Plan. Currently, the targeted value of such grant is $75,000. As a result, with respect to the most recent grants which were made on March 4, 2013, each director received a grant of 1,782 RSUs which are convertible into shares of Common Stock on a one-for-one basis and which vest in equal one-third portions over a three-year period. The number of RSUs was determined by dividing $75,000 by the closing price of our Common Stock on the trading day immediately preceding the award date. At his election, each director, under the MSP, may elect to defer all or part of such director's annual cash retainer for the purchase of MSP RSUs at a 33% discount from the closing price of our Common Stock on the date of the fee payments. Those directors who are our employees do not receive compensation for their services as directors.

The table below summarizes the compensation paid by the Company to non-employee directors for Fiscal Year 2012.

2013 Director Compensation



Name	Fees Earned or Paid in Cash ($) (1)		Stock Awards ($) (2)		All Other Compensation ($) (3)		Total ($)
(a)	(b)		(c)		(g)		(h)
Jerome D. Brady	$	15,000	$	150,000	$	467	$	165,467
David F. Dietz (4)	$	2,000	$	262,500	$	2,255	$	266,755
Douglas M. Hayes	$	17,000	$	150,000	$	1,336	$	168,336
Norman E. Johnson	$	12,000	$	150,000	$	—	$	162,000
John (Andy) O'Donnell	$	12,000	$	150,000	$	188	$	162,188
Peter M. Wilver (5)	$	67,000	$	75,000	$	467	$	142,467



(1)	The amounts shown in this column reflect the fees paid in Fiscal Year 2013 for Board and committee service and annual retainer fees of $50,000 and the Chairman’s annual retainer fee is $125,000.
(2)	Our directors are each eligible to participate in our MSP, a component plan of our Equity Incentive Plan, pursuant to which directors may make an advance election to receive MSP RSUs in lieu of all or part of such director's fees. Such MSP RSUs are issued on the basis of a 33% discount to the closing price of the Company's stock on the day prior to the award date, which is generally the day the fees are paid or otherwise would be paid, and generally vest at the end of three years, at which time they are converted into shares of our Common Stock unless the director previously has elected a longer deferral period. The amounts shown in this column reflect the aggregate grant date fair value of stock awards made during 2013 with respect to RSU awards under the Equity Incentive Plan and MSP RSUs. During 2013, each of the Directors received a $75,000 RSU award subject to 3 year annual vesting. In addition, with the exception of Mr. Wilver, all of our Directors elected to receive MSP RSUs in lieu of their annual retainer fees described above. For a discussion of the assumptions related to the calculation of the amounts in this column, please refer to Note 11 ("Share-Based Compensation") to the Company's audited consolidated financial statements for the year ended December 31, 2013 included in our Annual Report on Form 10-K filed with the SEC on February 27, 2014.
(3)	The amounts shown in this column reflect dividend equivalents paid on RSUs.
(4)	Mr. Dietz, Chairman receives an annual retainer fee of $125,000, all of which was deferred into MSP RSUs.
(5)	Mr. Wilver, elected to receive all of his $50,000 annual retainer fee in cash.

COMMITTEE REPORTS

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis for Fiscal Year 2013 with management. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Submitted by the Compensation Committee of the Board

Douglas M. Hayes

Norman E. Johnson

John (Andy) O'Donnell

Audit Committee Report

The Audit Committee has furnished the following report on Audit Committee matters:

The Audit Committee acts pursuant to a written charter which initially was adopted by the Board on May 24, 2000. During the fiscal year ended December 31, 2003 and again during the fiscal year ended December 31, 2004 and in March 2012, minor revisions were made to the Audit Committee Charter to ensure compliance with revised NYSE and SEC requirements and to more clearly delineate the delegation of certain Board functions as between the Audit Committee and the Nominating and Corporate Governance Committee. Pursuant to this Charter, the Audit Committee is primarily responsible for overseeing and monitoring the accounting, financial reporting and internal controls practices of the Company and its subsidiaries. Its primary objective is to promote and preserve the integrity of the Company's financial statements and the independence and performance of the Company's independent auditors. The Audit Committee also oversees the performance of the Company's internal audit function and the Company's compliance with legal and regulatory requirements.

It is important to note, however, that the role of the Audit Committee is one of oversight, and the Audit Committee relies, without independent verification, on the information provided to it and the representations made by management, the internal auditors and the independent auditors. Management retains direct responsibility for the financial reporting process, the system of internal controls and the system of disclosure controls and procedures.

In furtherance of its role, the Audit Committee has an annual agenda which includes quarterly reviews of the Company's internal controls and of areas of potential exposure for the Company, such as environmental and litigation matters. The Audit Committee meets at least quarterly and reviews the Company's interim financial results and earnings releases prior to their publication. The Audit Committee also reviews the Company's periodic reports on Forms 10-Q and 10-K prior to their filing.

The Audit Committee's policy is to pre-approve all audit and non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval generally is provided for up to one year and any pre-approval is detailed as to the particular service or category of services and generally is subject to a specific budget. The Audit Committee has delegated pre-approval authority to its Chairperson when expediting of services is necessary. The independent auditors and management report annually to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed. All of the audit, audit-related, tax and other services provided by Grant Thornton LLP in Fiscal Year 2012 and Fiscal Year 2013 and related fees were approved in accordance with the Audit Committee's policy.

The Audit Committee has reviewed and discussed the audited financial statements of the Company for Fiscal Year 2013 with management and it has discussed with Grant Thornton LLP, the Company's independent auditors for Fiscal Year 2013, the matters required to be discussed by the Statement on Auditing Standards No. 61 (Communication with Audit Committees) relating to the conduct of the audit. The Audit Committee also has received the written disclosures and the letter from Grant Thornton LLP required by the applicable requirements of the Public Company Accounting Oversight Board regarding Grant Thornton LLP's communications with the Audit Committee concerning independence, and has discussed with Grant Thornton LLP the independence of that firm. Based upon these materials and discussions, the Audit Committee has recommended to the Board that the audited financial statements be included in the Company's Annual Report on Form 10-K for Fiscal Year 2013.

Submitted by the Audit Committee of the Board of Directors

Peter M. Wilver

Jerome D. Brady

John (Andy) O'Donnell

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of our Common Stock as of February 28, 2014, by:


•	all persons known by us to own beneficially 5% or more of our Common Stock;


•	each of our current directors;


•	our Named Executive Officers included in the Summary Compensation Table appearing on page 16 of 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 Securities and Exchange Commission 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 February 28, 2014 through the exercise of any warrant, stock option 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 February 28, 2014, a total of 17,611,451 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)
Gabelli Entities (3)	2,988,802	17	%
BlackRock, Inc. (4)	673,155	9.5	%
The Vanguard Group (5)	1,067,000	6.1	%
T. Rowe Price Associates, Inc. (6)	955,912	5.4	%
Shapiro Capital Management LLC (7)	795,562	4.5	%
Royce & Associates, LLC (8)	888,861	5.0	%
PRIMECAP Management Company (9)	886,796	5	%
Scott A. Buckhout (10)	150,000	*
David F. Dietz (11)	59,174	*
Wayne F. Robbins (12)	42,895	*
Frederic M. Burditt (13)	7,048	*
Alan J. Glass (14)	30,449	*
Douglas M. Hayes (15)	19,926	*
Jerome D. Brady (16)	13,557	*
Mahesh Joshi (17)	582	*
Michael R. Dill (18)	5,500	*
Peter M. Wilver (19)	4,516	*
John (Andy) O'Donnell (20)	2,594	*
Norman E. Johnson (21)	1,087	*
Lisa Ryan (22)	1,495	*
Brian S. Young (23)	2,987	*
Rajeev Bhalla (24)	—
All current executive officers and directors as a group (fourteen persons) (24)	348,733	2	%

* Less than 1%.

(1)

The address of each stockholder in the table is c/o CIRCOR, Inc., 25 Corporate Drive, Suite 130, Burlington, MA 01803, except that the address of the Gabelli Entities (as defined in Footnote 3) is One Corporate Center, Rye, NY 10580; the address of BlackRock, Inc. is 40 East 52^nd Street, New York, NY 10022; the address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355; the address of T. Rowe Price Associates, Inc. is 100 East Pratt Street, Baltimore, MD 21202; and the address of Shapiro Capital Management LLC is 3060 Peachtree Road, Suite 1555 N.W., Atlanta, Georgia 30305; the address of Royce & Associates, LLC is 745 Fifth Avenue, New York, NY 10151; and the address of PRIMECAP Management Company is 225 South Lake Ave., #400, Pasadena, CA 91101.

(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, warrants and convertible securities held by such person or group that are exercisable or convertible within 60 days from February 28, 2014, the date of the above table, but excludes shares of Common Stock underlying stock options, warrants or convertible securities held by any other person.

(3)

The information is based on an amended Schedule 13D filed with the Securities and Exchange Commission on March 6, 2014 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., Teton Advisors, Inc., Gabelli Securities, Inc., GGCP, Inc. and GAMCO Investors, 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 various institutional and individual clients, including registered investment companies and pension plans, and as general partners or the equivalent of various private investment partnerships or private funds. 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 989,500, 1,851,102 and 148,200 shares, respectively. Mr. Gabelli, GAMCO Investors, Inc., Gabelli Securities, Inc. and GGCP, 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 its 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 140,700 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 take and 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, GAMCO Investors, Inc., and GGCP, Inc. is indirect with respect to shares beneficially owned directly by other Gabelli Entities.

(4)

The information is based on an amended Schedule 13G filed with the Securities and Exchange Commission on January 31, 2014 on behalf of BlackRock, Inc. ("BlackRock"). According to the filing, BlackRock beneficially owns 1,673,155 shares. Of the shares beneficially owned BlackRock has sole dispositivepower over 1,673,155 shares and sole voting power over 1,609,916 shares. BlackRock does not have shared dispositive or voting power over any of the shares it beneficially owns.

(5)

The information is based on a Schedule 13G filed with the Securities and Exchange Commission on February 12, 2014 on behalf of The Vanguard Group. According to the filing, The Vanguard Group beneficially owns 1,067,000 shares. Of the shares beneficially owned, The Vanguard Group has sole dispositive power over 1,042,073 shares, shared dispositive power over 24,927 shares and sole voting power over 26,327 shares. T. Rowe Price does not have shared voting power over any of the shares it beneficially owns.

(6)

The information is based on an amended Schedule 13G filed with the Securities and Exchange Commission on February 11, 2014 on behalf of T. Rowe Price Associates, Inc. ("T. Rowe Price"). According to the filing, T. Rowe Price beneficially owns 955,912 shares. Of the shares beneficially owned, T. Rowe Price has sole dispositive power over all such shares and sole voting power over 328,110 shares. T. Rowe Price does not have shared dispositive or voting power over any of the shares it beneficially owns.

(7)

The information is based on a Schedule 13G filed with the Securities and Exchange Commission on December 6, 2012 on behalf of Shapiro Capital Management LLC and Samuel R. Shapiro. According to the filing, Shapiro Capital Management beneficially owns 578,500 shares over which it has sole voting power, 217,062 shares over which it has shared voting power and 795,562 shares over which it has sole dispositive power.


(8)	The information is based on a Schedule 13G filed with the Securities and Exchange Commission on January 7, 2014 on behalf of Royce & Associates, LLC ("Royce"). According to the filing, Royce beneficially owns 888,861 shares over which it has sole voting and dispositive pow

(9)

The information is based on a Schedule 13G filed with the Securities and Exchange Commission on February 10, 2014 on behalf of PRIMECAP Management Company ("PRIMECAP"). According to the filing, PRIMECAP beneficially owns 886,796 shares. Of the shares beneficially owned, PRIMECAP has sole dispositive power over all such shares and sole voting power over 655,496 shares. PRIMECAP does not have shared dispositive or voting power over any of the shares it beneficially owns.


(10)	Represents 150,000 shares of Common Stock issuable upon the exercise of outstanding vested stock options of which 37,500 are exercisable within 60 days of February 28, 2014.


(11)	Includes 1,500 shares of Common Stock issuable upon the exercise of outstanding stock options that will be exercisable within 60 days of February 28, 2014 on account of RSUs that will have vested.


(12)	Includes 7,138 shares of Common Stock issuable upon the exercise of outstanding stock options that will be exercisable within 60 days of February 28, 2014 and 2,589 shares of Common Stock issuable within 60 days of February 28, 2014 on account of RSUs that will have vested.


(13)	Includes 4,332 shares of Common Stock issuable within 60 days of February 28, 2014 on account of RSUs that will have vested.


(14)	Includes 4,193 shares of Common Stock issuable upon the exercise of outstanding stock options that will be exercisable within 60 days of February 28, 2014 and 925 shares of Common Stock issuable within 60 days of February 28, 2014 on account of RSUs that will have vested.


(15)	Includes 1,103 shares of Common Stock issuable within 60 days of February 28, 2014 on account of RSUs that will have vested.(includes 15,511 shares of Common Stock held by The Douglas and Connie Hayes Living Trust, an entity of which Mr. Hayes is a co-trustee with his spouse. Mr. Hayes shares investment power and voting power over all of such shares with his spouse.


(16)	Includes 1,103 shares of Common Stock issuable within 60 days of February 28, 2014 on account of RSUs that will have vested.


(17)	Represents 582 shares of Common Stock issuable within 60 days of February 28, 2014 on account of RSUs that will have vested.


(18)	Includes 2,719 shares of Common Stock issuable upon the exercise of outstanding stock options that will be exercisable within 60 days of February 28, 2014 and 1,874 shares of Common Stock issuable within 60 days of February 28, 2014 on account of RSUs that will have vested.


(19)	Includes 1,103 shares of Common Stock issuable within 60 days of February 28, 2014 on account of RSUs that will have vested.


(20)	Includes 1,103 shares of Common Stock issuable within 60 days of February 28, 2014 on account of RSUs that will have vested.


(21)	Includes 594 shares of Common Stock issuable within 60 days of February 2014 on account of RSUs that will have vested.


(22)	Includes 570 shares of Common Stock issuable within 60 days of February 28, 2014 on account of RSUs that will have vested.


(23)	Includes 1,059 shares of Common Stock issuable within 60 days of February 28, 2014 on account of RSUs that will have vested.


(24)	Includes 169,951 shares of Common Stock issuable upon the exercise of outstanding stock options that will be exercisable within 60 days of February 28, 2014 and 11,763 shares of Common Stock issuable within 60 days of February 28, 2014 on account of RSUs that will have vested.

PROPOSAL 2

RATIFICATION OF AUDITORS

The Audit Committee has appointed the firm of Grant Thornton LLP as the Company's independent auditors for Fiscal Year 2014. Grant Thornton LLP has no direct or indirect interest in the Company or any affiliate of the Company. Although action by the stockholders in this matter is not required, the Board believes that it is appropriate to seek stockholder ratification of this appointment in light of the critical role played by independent auditors in maintaining the integrity of the Company's financial controls and reporting. The Board therefore recommends to the stockholders that they ratify the appointment of Grant Thornton LLP as independent auditors of the Company for Fiscal Year 2014. Should the stockholders not ratify the selection of Grant Thornton LLP, the Audit Committee will consider the vote and the reasons therefore in future decisions on the selection of independent auditors.

Auditor Presence at Annual Meeting / Selection of Auditor for Fiscal Year 2014

A representative of Grant Thornton LLP (our independent auditor for the current year) is expected to be present at the Annual Meeting and will be given the opportunity to make a statement, if he or she so desires, and to respond to appropriate questions.



Fees Paid to Auditors	Fiscal Year
(In Thousands of $US)	2013	2012
Audit Fees (1)	$1,955	$2,050
Audit Related Fees (2)	8	8
Tax Fees (3)	89	89
All Other Fees (4)	0	0
Total	$2,052	$2,157


(1)	For the professional services rendered by Grant Thornton LLP for the audit of the Company’s annual financial statements, for review of the financial statements included in the Company’s quarterly reports of Form 10-Q for that year, and for conducting of the independent auditor’s obligations relative to attestation of internal controls under Section 404 of the Sarbanes-Oxley Act of 2002.


(2)	For audit related services performed by Grant Thornton LLP, consisted of statutory audit services for the Company’s subsidiaries in the United Kingdom.


(3)	For tax services performed by Grant Thornton LLP consisted of research and analysis relating to the research and development tax credit.


(4)	The Company did not engage Grant Thornton LLP to perform any other services during Fiscal Year 2013 or Fiscal Year 2012.

Independence

The Audit Committee has considered whether the provision of non-audit services by Grant Thornton LLP is compatible with maintaining Grant Thornton LLP's independence and has determined that these services had no adverse effect on such independence.

Board Recommendation

THE BOARD RECOMMENDS A VOTE FOR THE RATIFICATION OF THE SELECTION OF GRANT THORNTON LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL YEAR 2014.

UNLESS OTHERWISE INSTRUCTED, PROXIES SOLICITED BY THE BOARD WILL BE VOTED FOR THIS PROPOSAL.

Vote Required for Approval

A quorum being present, the affirmative vote of a majority of the votes cast at the Annual Meeting is necessary to ratify the selection of Grant Thornton LLP as the independent auditors of the Company for Fiscal Year 2014. This vote is not required by law and will neither be binding on the Company or the Board, nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, the Company or the Board. However, Audit Committee will take into account the outcome of the vote and the reasons therefore in future decisions on the selection of independent auditors.

PROPOSAL 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

In accordance with recently adopted provisions of Section 14A of the Exchange Act, we are providing the Company's stockholders the opportunity to vote on a non-binding, advisory resolution to approve the compensation of our Named Executive Officers, which is described in the section titled "Compensation Discussion and Analysis" in this Proxy Statement. At the 2011 annual meeting of stockholders, our stockholders voted, on a non-binding, advisory basis, for the Company to hold future, non-binding advisory votes on the compensation of our Named Executive Officers on an annual basis. After taking into consideration this voting result and the prior recommendation of the Board in favor of an annual non-binding, advisory stockholder vote on the compensation of our named Executive Officers, the Board determined that it intends to hold non-binding advisory votes on the compensation of our Named Executive Officers every year. Accordingly, the following resolution will be submitted for a stockholder vote at the 2013 Annual Meeting:

"RESOLVED, that the stockholders of CIRCOR International, Inc. (the "Company") approve, on an advisory basis, the compensation paid to the Company's Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in the Proxy Statement for this Annual Meeting."

As described in the section titled "Compensation Discussion and Analysis," our executive compensation program is designed to (i) attract and retain qualified executives by offering compensation and benefits (including retirement benefits) that are competitive with industry peers and (ii) motivate executives to achieve results that improve long-term organizational value by aligning executives' interests with those of our stockholders. In order to align executive compensation with the interests of our stockholders, an important portion of compensation for our Named Executive Officers is "at risk," or contingent upon the successful achievement of annual as well as long-term strategic corporate goals that we believe will drive stockholder value. Stockholders are urged to read the Compensation Discussion and Analysis section of this Proxy Statement, which more thoroughly discusses how our compensation policies and procedures implement our compensation philosophy and objectives. The Compensation Committee and the Board believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving its objectives.

This vote is only advisory and will not be binding upon the Company or the Board. However, the Board values constructive dialogue on executive compensation and other important governance topics with the Company's stockholders and encourages all stockholders to vote their shares on this matter.

Board Recommendation

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE TO APPROVE THE OVERALL COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS BY VOTING "FOR" THIS RESOLUTION.

Vote Required for Approval

A quorum being present, the affirmative vote of a majority of the votes cast at the Annual Meeting is necessary to approve this resolution. While this vote is required by law, it will neither be binding on the Company or the Board, nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, the Company or the Board. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions.

PROPOSAL 4

APPROVAL OF 2014 STOCK OPTION AND INCENTIVE PLAN

At the Annual Meeting, stockholders will be asked to approve the 2014 Stock Option and Incentive Plan (the “2014 Plan”), which was adopted, subject to shareholder approval, by the Board on February 12, 2014.

The Company currently maintains the CIRCOR International, Inc. Amended and Restated 1999 Stock Option and Incentive Plan, as amended (the “1999 Plan”). As of March 7, 2014, a total of 454,000 shares of the Company’s common stock were then subject to outstanding awards granted under the 1999 Plan, and an additional 249,000 shares were then available for new award grants under the 1999 Plan. The 1999 Plan also authorizes the grant of cash-based awards that are intended to qualify as performance-based compensation under Section 162(m) of the Code.

If stockholders approve the 2014 Plan, no new awards will be granted under the 1999 Plan following the Annual Meeting. The total number of shares that will be made available for award grants under the 2014 Plan will be 1,700,000 shares. Any shares subject to outstanding awards under the 1999 Plan that expire, are canceled or otherwise terminate, or are withheld to satisfy tax withholding obligations at any time after the Annual Meeting, will not be available for award grant purposes under the 2014 Plan. The ability to continue making cash-based awards that are intended to qualify as performance-based compensation will continue under the 2014 Plan.

If stockholders do not approve the 2014 Plan, the Company will continue to have the authority to grant equity and cash-based awards under the 1999 Plan. If stockholders approve the 2014 Plan, the termination of the Company’s grant authority under the 1999 Plan will not affect awards then outstanding under that plan.

The Board believes the Company’s success depends upon the ability to attract and retain highly talented performers. Being able to grant equity awards is a necessary and powerful recruiting and retention tool. Equity awards also enhance the link between shareholder and award holder interests.

The Board approved the 2014 Plan based in part on a belief that the number of shares currently available under the 1999 Plan and the structure of its share reserve do not give the Company sufficient authority and flexibility to adequately provide for future

incentives beyond 2014. The Board believes that the 2014 reflects an appropriate balance between providing the Company with the flexibility to continue its equity award program over a multi-year period and shareholder dilution considerations.

Description of the 2014 Plan

The following is a summary of the principal features of the 2014 Plan. This summary does not purport to be a complete description of all of the provisions of the 2014 Plan. It is qualified in its entirety by reference to the full text of the 2014 Plan. A copy of the 2014 Plan is attached to this Proxy Statement as Exhibit A.

Share Reserve


•	The maximum number of shares that may be issued or transferred pursuant to equity awards under the 2014 Plan will equal 1,700,000 shares. The Company may satisfy its obligations under any award granted under the 2014 Plan by issuing new shares or Treasury shares.

•

Shares issued with respect to awards granted under the 2014 Plan other than stock options or stock appreciation rights, which are referred to below as Full Value Awards, are counted against the 2014 Plan’s aggregate share limit as 1.9 shares for every share actually issued in connection with a Full Value Award. For example, if 100 shares are issued with respect to a restricted stock unit award granted under the 2014 Plan, 190 shares will be counted against the 2014 Plan’s aggregate share limit in connection with