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Section 1: DEF 14A (DEF 14A)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.     )
Filed by the Registrant  ý                              Filed by a Party other than the Registrant  _
Check the appropriate box:
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Preliminary Proxy Statement
 
 
_
 
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
 
ý
 
Definitive Proxy Statement
 
 
_
 
Definitive Additional Materials
 
 
_
 
Soliciting Material Pursuant to §240.14a-12
BWX TECHNOLOGIES, 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):
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No fee required.
_
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
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(2
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Aggregate number of securities to which transaction applies:
     
 
 
(3
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
     
 
 
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Proposed maximum aggregate value of transaction:
     
 
 
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Total fee paid:
     
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Fee paid previously with preliminary materials.
 
 
 
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing:
 
 
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Date Filed:
     





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800 Main Street, 4th Floor
Lynchburg, Virginia 24504
March 17, 2020
Dear Stockholder:
You are cordially invited to attend the 2020 Annual Meeting of Stockholders of BWX Technologies, Inc. (the "Annual Meeting"), which will be held on Friday, May 1, 2020, at Liberty University, Hancock Welcome Center, 1971 University Boulevard, Lynchburg, Virginia 24515, commencing at 9:30 a.m. Eastern Time. The Notice of Annual Meeting and Proxy Statement following this letter describe the matters to be acted on at the meeting.
As a demonstration of our commitment to transparency and good corporate governance practices, we have continue to engage directly with our stockholders over the past year to discuss matters of interest. We value the feedback we received from our stockholders in recent years, and it has informed our decisions on environmental, social and governance matters.
We are utilizing the Securities and Exchange Commission’s Notice and Access proxy rule, which allows us to furnish proxy materials to you via the Internet as an alternative to the traditional approach of mailing a printed set to each stockholder. In accordance with these rules, we have sent a Notice of Internet Availability of Proxy Materials (the "Notice") to all stockholders who have not previously elected to receive a printed set of proxy materials. The Notice contains instructions on how to access our 2020 Proxy Statement and 2019 Annual Report, as well as how to vote either online, by telephone or in person for the Annual Meeting.
It is very important that your shares are represented and voted at the Annual Meeting. Please vote your shares by Internet or telephone, or, if you received a printed set of materials by mail, by returning the accompanying proxy card, as soon as possible to ensure that your shares are voted at the meeting. Further instructions on how to vote your shares can be found in our Proxy Statement.
Thank you for your support of our company.

Sincerely yours,
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Rex D. Geveden
President and Chief Executive Officer








YOUR VOTE IS IMPORTANT.
Whether or not you plan to attend the Annual Meeting, please take a few minutes now to vote your shares.




Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders To Be Held on May 1, 2020.

The proxy statement and annual report are available on the Internet at www.proxyvote.com.
The following information applicable to the Annual Meeting may be found in the proxy statement and the Notice or proxy card, as applicable:
the date, time and location of the meeting;
a list of the matters intended to be acted on and our recommendations regarding those matters;
any control/identification numbers that you need to access your proxy card and submit your proxy; and
information about attending the meeting and voting in person.
We intend to hold our Annual Meeting in person. However, we are monitoring the coronavirus situation. In the event it is not possible or advisable to hold our annual meeting in person, we will announce alternative meeting arrangements, which may include changing the date or location of the meeting or holding the meeting solely by means of remote communication, as promptly as practicable. You are encouraged to monitor our investor relations website at www.bwxt.com under "Investors" for any updates on our Annual Meeting.




BWX TECHNOLOGIES, INC.
800 Main Street, 4th Floor
Lynchburg, Virginia 24504
____________________________________________________ 
Notice of 2020 Annual Meeting of Stockholders
____________________________________________________ 
The 2020 Annual Meeting of Stockholders of BWX Technologies, Inc. (the "Annual Meeting"), will be held at Liberty University, Hancock Welcome Center, 1971 University Boulevard, Lynchburg, Virginia 24515, on Friday, May 1, 2020, at 9:30 a.m. Eastern Time, in order to:
(1)
elect Rex D. Geveden, Leland D. Melvin, Robert L. Nardelli and Barbara A. Niland as directors to hold office until the Annual Meeting of Stockholders for 2021 and until their successors are duly elected and qualified;
(2)
hold an advisory vote on the compensation of our named executive officers;
(3)
ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2020;
(4)
approve the BWX Technologies, Inc. 2020 Omnibus Incentive Plan; and
(5)
transact such other business as may properly come before the Annual Meeting or any adjournment thereof.
If you were a stockholder of record as of the close of business on March 10, 2020, you are entitled to vote at the Annual Meeting and at any adjournment thereof.
Instead of mailing a printed copy of our proxy materials, including our 2019 Annual Report, to each stockholder of record, we are providing access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials, as well as the costs associated with mailing these materials to all stockholders.
Accordingly, on March 17, 2020, we mailed the Notice of Internet Availability of Proxy Materials (the “Notice”), or our proxy statement if you previously elected to receive a printed copy of the materials, to all stockholders of record as of March 10, 2020 and posted our proxy materials on the website referenced in the Notice (www.proxyvote.com). As more fully described in the Notice, all stockholders may choose to access our proxy materials on the website referred to in the Notice or may request a printed set of our proxy materials. The Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.
If you previously elected to receive a printed copy of the materials, we have enclosed a copy of our 2019 Annual Report to Stockholders with this notice and proxy statement.
Your vote is important. Please submit your proxy promptly so your shares can be represented and voted at the Annual Meeting, even if you plan to attend the Annual Meeting. You can submit a proxy by Internet, by telephone or by requesting a printed copy of the proxy materials and using the enclosed proxy card. You can also vote in person at the Annual Meeting.
By Order of the Board of Directors,
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Thomas E. McCabe
Senior Vice President, General Counsel,
Chief Compliance Officer and Secretary
March 17, 2020



 
 




TABLE OF CONTENTS
 
Page
i
 
 
 
 
 
 
Quorum; Proposals to be Voted on at Annual Meeting
 
Vote Required; How Votes are Counted
3
 
Confidential Voting; Solicitation of Proxies
4
 
 
 
 
 
 
11
 
 
12
 
12
 
16
 
18
 
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
19
 
20
 
20
 
24
 
27
 
32
 
35
 
36
 
36
 
38
 
40
 
42
 
43
 
44
 
46
 
52
 
52
 
53
 
54
 
55
 
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
56
 
PROPOSAL 4: APPROVAL OF BWX TECHNOLOGIES, INC. 2020 OMNIBUS INCENTIVE PLAN
57
 
68
 
68
 
APPENDIX B — BWX TECHNOLOGIES, INC. 2020 OMNIBUS INCENTIVE PLAN


Table of Contents
2020 PROXY STATEMENT SUMMARY
 

2020 PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. BWX Technologies, Inc. is referred to as "BWXT," the "Company," "we" or "us."
ANNUAL MEETING OF STOCKHOLDERS 
Date and Time
  
May 1, 2020, 9:30 a.m. Eastern Time
 
 
Place
  
Liberty University
Hancock Welcome Center
1971 University Boulevard
Lynchburg, Virginia 24515
 
 
Record Date
  
March 10, 2020
 
 
Voting
  
Stockholders as of the record date are entitled to vote. Each share of our common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on.
 
 
Attendance
  
All stockholders as of the record date and their duly appointed proxies may attend the meeting.
CORPORATE GOVERNANCE HIGHLIGHTS
Board Structure and Independence
 
Shareholder Rights and Accountability
 
Best Practices
Supermajority of Independent Directors (9 of 11)
Separate Chairman and CEO
Lead Independent Director
Regular Executive Sessions of Independent Directors
Committees Comprised Solely of Independent Directors
Committees Authorized to Engage Independent Advisors
Annual Board and Committee Self-Evaluations

 
10-Year Director Term Limit
Annual Election of Directors*
Majority Voting with Director Resignation Policy in Uncontested Elections
Annual CEO Performance and Compensation Evaluation by Independent Directors
Annual Election of Chairman and Lead Independent Director
Clawback Policy
No Shareholder Rights Plan (Poison Pill)
No Dual-Class Stock
 
Active Stockholder Engagement
CEO and Management Succession Planning
Robust Stock Ownership Guidelines for Directors and Executives
Limits on Director Overboarding
New Director Orientation and Ongoing Director Education
Oversight of Strategy and Risk by Board and Committees
No CIC Tax Gross Ups
No Employment Agreements with Named Executive Officers
*    See Declassified Board below.
 
 
 
 
Declassified Board. In 2019, stockholders approved our proposal to amend the Company's Restated Certificate of Incorporation to declassify the Board of Directors and provide for the annual election of directors. Directors nominated for election at the Annual Meeting and all future meetings will serve for a one-year term. Upon the expiration of the existing classified terms, all directors will be elected annually beginning at the 2022 annual meeting.
Majority Vote for Director Elections. In March 2019, our Board of Directors amended the Company's Amended and Restated Bylaws to provide for majority voting for uncontested director elections. This change provides for submission of conditional resignation letters by directors nominated for election to the Board of Directors in the event that they do not receive a majority of the votes cast for his or her election. See "Vote Required — Proposal 1: Election of Directors."

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2020 PROXY STATEMENT SUMMARY


Board Composition. Our Board of Directors regularly evaluates its composition to ensure directors have diverse perspectives, skills, professional experience and background. Our director criteria and recruitment process seek to align the Board's capabilities with the Company's business strategy, as well as provide for periodic director refreshment and overall Board cohesiveness and collegiality. In the past two years, we have recruited two new directors with medical industry and aeronautical experience, respectively, to align the Board with and further support our strategic initiatives. Below is a summary of our director composition related to tenure, age, independence and expertise of our current eleven directors.
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2020 PROXY STATEMENT SUMMARY
 

2019 PERFORMANCE HIGHLIGHTS
Consolidated revenue was up 5% to nearly $1.9 billion compared to prior year.
GAAP and Non-GAAP operating income increased 6.7% and 7.8%, respectively, compared to prior year.
GAAP and Non-GAAP earnings per share were $2.55 and $2.62, increases of 12.3% and 9.6%, respectively, compared to prior year.
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* Please refer to Appendix A, "Reconciliation of Reported (GAAP) to Adjusted (Non-GAAP) Results," for a reconciliation of adjusted results, including adjusted operating income and adjusted earnings per share, to reported results for 2018 and 2019.
In 2019, we returned $85.4 million to stockholders through $65.4 million of dividends and $20 million of share repurchases.
In June 2019, we appointed Leland D. Melvin to the Board of Directors. Mr. Melvin is a former astronaut and research engineer at the National Aeronautics and Space Administration ("NASA") with significant aerospace industry experience who will provide guidance as we pursue nuclear solutions for the exploration of space.
TOTAL STOCKHOLDER RETURN
The following graph depicts the cumulative total stockholder return of BWXT for the one, three and five years ended December 31, 2019 relative to those of the S&P 500 Index, the S&P Aerospace and Defense Select Index ("S&P A&D Select") and our custom compensation peer group for 2019. See "Section 4: Other Benefits and Practices in Compensation Discussion and Analysis" for information on our peer group.
One-Year, Three-Year and Five-Year Total Stockholder Return as of December 31, 2019(1) 
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2020 PROXY STATEMENT SUMMARY


(1)
Measured by dividing (i) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the applicable share price at the end and the beginning of the measurement period by (ii) the share price at the beginning of the measurement period. Results for the compensation peer group do not include Orbital ATK, Inc., KLX Inc., Engility Holdings Inc., Esterline Technologies Corporation and Harris Corporation, which were acquired or merged in June 2018, October 2018, January 2019, March 2019 and June 2019, respectively.

ANNUAL MEETING AGENDA
Proposal
Board  Vote
Recommendation
Page  Reference
1
Election of four director nominees
FOR   EACH NOMINEE
5
2
Advisory vote on the compensation of our named executive officers
FOR

19
3
Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020
FOR
56
4
Approval of the BWX Technologies, Inc. 2020 Omnibus Incentive Plan
FOR
57

VOTING MATTERS
Your vote is important. Please submit your proxy promptly so your shares can be represented and voted, even if you plan to attend the 2020 Annual Meeting of Stockholders (the "Annual Meeting"). You may submit a proxy to have your shares voted via the Internet at www.proxyvote.com or via telephone at 1-800-690-6903; by requesting a printed copy of the proxy materials and using the enclosed proxy card; or by voting your shares in person at the Annual Meeting.

PROPOSAL 1: ELECTION OF DIRECTOR NOMINEES
The Board of Directors has nominated four directors to serve a one-year term expiring at the 2021 annual meeting of stockholders and until their successors are duly elected and qualified. The following table provides summary information about each director nominee. 
Director Nominee
 
Age
 
Director
Since
 
Principal Occupation
 
Committee(s)
Rex D. Geveden
 
59
 
2017
 
•  President and Chief Executive officer since January 2017
•  Former Chief Operating Officer from October 2015 to December 2016
•  Former Associate Administrator of NASA
 
•  None
Leland D. Melvin
 
55
 
2019
 
•  Former astronaut serving twice on space shuttle Atlantis as a mission specialist in support of the International Space Station
•  Former NASA associate administrator for education
 
•  Governance

Robert L. Nardelli
 
71
 
2014
 
•  Founder and CEO of XLR-8, LLC
•  Former Senior Advisor to founder of Cerberus Capital Management, L.P.
•  Former Chairman and CEO of Chrysler LLC
•  Former Chairman, President and CEO of The Home Depot, Inc.
 
•  Audit and Finance
•  Governance

Barbara A. Niland
 
61
 
2016
 
•  Former Corporate Vice President and Chief Financial Officer of Huntington Ingalls Industries, Inc. ("HII"), a Fortune 500 shipbuilding company for the U.S. Navy and Coast Guard
•  Over 30 year career with Northrop Grumman in roles of increasing responsibility, including the spin-off of HII in 2011
 
•  Audit and Finance
•  Compensation
   (Chair)


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2020 PROXY STATEMENT SUMMARY
 

Our Board of Directors has determined that Ms. Niland and Messrs. Melvin and Nardelli are independent.
Approval of this proposal requires that a director nominee receive a majority of the votes cast at the Annual Meeting in order to be elected to the Board of Directors. In a contested election, director nominees are elected by a plurality of the votes cast by the shares of our common stock entitled to vote in the election of directors.
Our Board recommends that you vote FOR each of the director nominees.
PROPOSAL 2: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
We hold an annual stockholder vote on executive compensation and are asking our stockholders to approve an advisory resolution for 2019 compensation. At the 2019 Annual Meeting of Stockholders, we received the support of our stockholders with over 98% of the votes cast in favor of our executive compensation program. We encourage stockholders to read the Compensation Discussion and Analysis section of this proxy statement, which provides a review of our compensation philosophy and how that philosophy was implemented in 2019. We believe that our executive compensation is reasonable and provides appropriate incentives to our executives to achieve results that we expect to drive stockholder value without encouraging excessive risk taking in business decisions.
Approval of this proposal requires the affirmative vote of a majority of our shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on this proposal.
Our Board recommends that you vote FOR the compensation of our Named Executive Officers on an advisory basis.

PROPOSAL 3: RATIFICATION OF AUDITORS
Our Board of Directors has ratified the decision of the Audit and Finance Committee to appoint Deloitte & Touche LLP (“Deloitte”) to serve as the independent registered public accounting firm to audit our financial statements for the year ending December 31, 2020. We are asking our stockholders to ratify this appointment. Below is summary information of Deloitte’s fees for fiscal years 2019 and 2018 services.
Service
 
2019
 
 
2018
 
Audit
 
$
2,490,000

 
 
$
2,699,000

 
Audit-Related
 

 
 
80,000

 
Tax
 
101,500

 
 
75,000

 
All Other
 
2,695

 
 
2,695

 
Total
 
$
2,594,195

 
 
$
2,856,695

 
Approval of this proposal requires the affirmative vote of a majority of the votes cast on this proposal.
Our Board recommends that you vote FOR the ratification of Deloitte as our independent registered public accounting firm for the year ending December 31, 2020.



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PROPOSAL 4: APPROVAL OF THE BWX TECHNOLOGIES, INC. 2020 OMNIBUS INCENTIVE PLAN
We are asking our stockholders to approve the BWX Technologies, Inc. 2020 Omnibus Incentive Plan (the “2020 Omnibus Plan”) to replace the 2010 Long-Term Incentive Plan of BWX Technologies, Inc., as amended and restated July 1, 2015 (the “2010 LTIP"). On February 21, 2020, our Board of Directors adopted, subject to stockholder approval, the 2020 Omnibus Plan and reserved 1,450,000 shares for issuance pursuant to awards that may be made thereunder. A total of 2,901,282 shares remain available for issuance under the 2010 LTIP as of March 10, 2020. The 2020 Omnibus Plan would also provide certain updates and governance-related enhancements as further described below under “Proposal 4: Approval of the BWX Technologies, Inc. 2020 Omnibus Incentive Plan.”
Based on stockholder feedback, the 2020 Omnibus Plan provides for double-trigger vesting of equity awards in the event of a change in control, which requires a termination of a participant following a change in control for accelerated vesting of an equity award.
The proposed adoption of the 2020 Omnibus Plan will allow us to continue to fully utilize equity incentive compensation as a means of aligning the interests of plan participants, including executive officers, with those of our stockholders and providing participants with further incentives for outstanding performance. As a result, we believe that the adoption of the 2020 Omnibus Plan is important to our ability to recruit and retain executive officers, directors and key employees with outstanding ability and experience essential to our long-term growth and financial success.
Approval of this proposal requires the affirmative vote of a majority of our shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on this proposal.
Our Board recommends that you vote FOR the approval of the BWX Technologies, Inc. 2020 Omnibus Incentive Plan.



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BWX TECHNOLOGIES, INC.
800 Main Street, 4th Floor
Lynchburg, Virginia 24504
Proxy Statement for the 2020 Annual Meeting of Stockholders
to be held on May 1, 2020

GENERAL INFORMATION
The Board of Directors (the "Board") of BWX Technologies, Inc. ("BWXT," the "Company," "we" or "us") has made these materials available to you over the Internet or, upon your request, has mailed you a printed version of these materials in connection with our 2020 Annual Meeting of Stockholders (the "Annual Meeting"), which will take place on May 1, 2020. We mailed the Notice of the Annual Meeting (or Proxy Statement if you requested a hard copy) to our stockholders on or about March 17, 2020, and our proxy materials were posted on the website referenced in the Notice on that same date.
VOTING INFORMATION
RECORD DATE AND WHO MAY VOTE
Our Board selected March 10, 2020 as the record date for determining stockholders of record entitled to vote at the Annual Meeting. This means that if you were a registered stockholder with our transfer agent and registrar, Computershare Trust Company, N.A., on the record date, you may vote your shares on the matters to be considered at the Annual Meeting. If your shares were held in street name on that date, you should refer to the instructions provided by your broker or nominee for further information. They are seeking your instructions on how you want your shares voted. Brokers holding shares in street name can vote those shares on routine matters if the beneficial owner has not provided voting instructions at least 10 days before the Annual Meeting. Under the rules of the New York Stock Exchange, the election of directors, the advisory vote on compensation of our named executive officers, and the approval of the BWX Technologies, Inc. 2020 Omnibus Incentive Plan are not considered routine matters, which means that brokers may not vote your shares for such matters if you have not given your broker specific instructions as to how to vote and your shares will not be represented in those matters. Please be sure to give specific voting instructions to your broker.
On the record date, 95,228,579 shares of our common stock were outstanding. Each outstanding share of common stock entitles its holder to one vote on each matter to be acted on at the meeting.
HOW TO VOTE
Most stockholders can vote by proxy in three ways:
by Internet at www.proxyvote.com;
by telephone; or
by mail.
Stockholder of Record
If you are a stockholder of record, you can vote your shares by voting by Internet, telephone, mailing in your proxy or in person at the Annual Meeting. You may give us your proxy by following the instructions included in the Notice or, if you received a printed version of these proxy materials, in the enclosed proxy card. If you want to vote by mail but have not received a printed version of these proxy materials, you may request a full packet of proxy materials through the instructions in the Notice. If you vote using either telephone or the Internet, you will save us mailing expense.
By giving us your proxy, you will be directing us how to vote your shares at the Annual Meeting. Even if you plan to attend the Annual Meeting, we urge you to vote now by giving us your proxy. This will ensure that your vote is represented at the Annual Meeting. If you do attend the Annual Meeting, you can change your vote at that time, if you then desire to do so.
Beneficial Owner
If you are the beneficial owner of shares held in street name, the methods by which you can access the proxy materials and give the voting instructions to the broker or nominee may vary. Accordingly, beneficial owners should

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follow the instructions provided by their brokers or nominees to vote by Internet, telephone or mail. If you want to vote by mail but have not received a printed version of these proxy materials, you may request a full packet of proxy materials as instructed by the Notice. If you want to vote your shares in person at the Annual Meeting, you must obtain a valid proxy from your broker or nominee. You should contact your broker or nominee or refer to the instructions provided by your broker or nominee for further information. Additionally, the availability of Internet or telephone voting depends on the voting process used by the broker or nominee that holds your shares.
You may receive more than one Notice or proxy statement and proxy card or voting instruction form if your shares are held through more than one account (e.g., through different brokers or nominees). Each proxy card or voting instruction form only covers those shares held in the applicable account. If you hold shares in more than one account, you will have to provide voting instructions for all of your accounts to vote all your shares.
HOW TO CHANGE YOUR VOTE OR REVOKE YOUR PROXY
Stockholders of Record
For stockholders of record, you may change your vote or revoke your proxy by written notice to our Corporate Secretary at our corporate headquarters, 800 Main Street, 4th Floor, Lynchburg, Virginia 24504, granting a new later dated proxy, submitting a later dated proxy by telephone or on the Internet, or by voting in person at the Annual Meeting. Unless you attend the Annual Meeting and vote your shares in person, you should change your vote using the same method (by Internet, telephone or mail) that you first used to vote your shares. This will help the inspector of election for the Annual Meeting verify your latest vote.
Beneficial Owners
For beneficial owners of shares held in street name, you should follow the instructions in the information provided by your broker or nominee to change your vote or revoke your proxy. If you want to change your vote as to shares held in street name by voting in person at the Annual Meeting, you must obtain a valid proxy from the broker or nominee that holds those shares for you.
QUORUM
The Annual Meeting will be held only if a quorum exists. The presence at the Annual Meeting, in person or by proxy, of holders of a majority of our outstanding shares of common stock as of the record date will constitute a quorum. If you attend the Annual Meeting or vote your shares by Internet, telephone or mail, your shares will be counted toward a quorum, even if you abstain from voting on a particular matter. Shares held by brokers and other nominees as to which they have not received voting instructions from the beneficial owners and lack the discretionary authority to vote on a particular matter are called “broker non-votes” and will count for quorum purposes.
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING
We are asking you to vote on the following proposals:
Proposal
Description
Board's Voting Recommendation
1
Election of four director nominees
FOR EACH NOMINEE
2
Advisory vote on the compensation of our named executive officers
FOR
3
Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020
FOR
4
Approval of the BWX Technologies, Inc. 2020 Omnibus Incentive Plan
FOR


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VOTE REQUIRED
Proposal 1: Election of Directors
For the proposal on the election of directors, a director nominee will be elected to the Board of Directors if the numbers of votes cast "FOR" the nominee exceeds the number of votes cast "AGAINST" at the Annual Meeting. You may vote “FOR” or "AGAINST" each director nominee or abstain from voting for one or more nominees. Abstentions and broker non-votes with respect to the election of directors will have no effect on the outcome and do not count as votes cast. Under our Bylaws, in the event of a contested election, the director nominees will be elected by the affirmative vote of a plurality of the votes cast by the shares of our common stock entitled to vote in the election of directors at the Annual Meeting.
Proposal 2: Advisory Vote on Executive Compensation
For the proposal on executive compensation, you may vote “FOR” or “AGAINST” or abstain from voting. This proposal requires the affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter in order to be adopted. Abstentions are counted for purposes of determining a quorum and are considered present and entitled to vote on this proposal. As a result, abstentions have the effect of an “AGAINST” vote. Broker non-votes will not be considered as entitled to vote on this proposal, even though they are considered present for purposes of determining a quorum and may be entitled to vote on other matters. As a result, broker non-votes will not have any effect on this proposal.
Proposal 3: Ratification of Independent Registered Public Accounting Firm
For the proposal to ratify the appointment of Deloitte as our independent registered public accounting firm, you may vote “FOR” or “AGAINST” or abstain from voting. This proposal requires the affirmative vote of a majority of the votes cast on the matter. Abstentions will not be considered as cast and, as a result, will not have any effect on the proposal.
Proposal 4: Approval of the BWX Technologies, Inc. 2020 Omnibus Incentive Plan
For the proposal on approval of the 2020 Omnibus Incentive Plan, you may vote “FOR” or “AGAINST” or abstain from voting. This proposal requires the affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter in order to be adopted. Abstentions are counted for purposes of determining a quorum and are considered present and entitled to vote on this proposal. As a result, abstentions have the effect of an “AGAINST” vote. Broker non-votes will not be considered as entitled to vote on this proposal, even though they are considered present for purposes of determining a quorum and may be entitled to vote on other matters. As a result, broker non-votes will not have any effect on this proposal.
HOW VOTES ARE COUNTED
Stockholders of Record
For stockholders of record, all shares represented by the proxies will be voted at the Annual Meeting in accordance with instructions given by the stockholders. Where a stockholder returns their proxy and no instructions are given with respect to a given matter, the shares will be voted: (1) “FOR” the election of directors; (2) “FOR” the approval of the compensation of our Named Executives on an advisory basis; (3) “FOR” the ratification of the appointment of Deloitte as our independent registered public accounting firm; (4) “FOR” the approval of the BWX Technologies, Inc. 2020 Omnibus Incentive Plan; and (5) in the discretion of the proxy holders upon such other business as may properly come before the Annual Meeting. If you are a stockholder of record and you do not return your proxy, no votes will be cast on your behalf on any of the items of business at the Annual Meeting.
Beneficial Owners
For beneficial owners of shares held in street name, the brokers or nominees holding shares for beneficial owners must vote those shares as instructed. Absent instructions from you, brokers, banks and nominees may vote your shares only as they decide as to matters for which they have discretionary authority under the applicable New York Stock Exchange rules. A broker, bank or nominee does not have discretion to vote on the election of directors, approval of the compensation of our Named Executives, or approval of the 2020 Omnibus Incentive Plan. If you do not instruct your broker, bank or nominee how to vote on those matters, no votes will be cast on your behalf on the election of directors, the advisory vote on executive compensation, or approval of the 2020 Omnibus Incentive Plan. Your broker will be entitled to vote your shares in its discretion, absent instructions from you, on the ratification of the appointment of Deloitte as our independent registered public accounting firm. Any shares of our common stock held in the Thrift Plan that are not voted or for which Vanguard, as trustee of the Thrift Plan, does not receive timely

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VOTING INFORMATION


voting instructions, will be voted in the same proportion as the shares for which Vanguard receives timely voting instructions from other participants in the Thrift Plan.
Other Matters
We are not aware of any other matters that may be presented or acted on at the Annual Meeting. If you vote by signing and returning the enclosed proxy card or using the Internet or telephone voting procedures, the individuals named as proxies on the card may vote your shares, in their discretion, on any other matter requiring a stockholder vote that comes before the Annual Meeting.
CONFIDENTIAL VOTING
All voted proxies and ballots will be handled to protect your voting privacy as a stockholder. Your vote will not be disclosed except:
to meet any legal requirements;
in limited circumstances such as a proxy contest in opposition to our Board;
to permit independent inspectors of election to tabulate and certify your vote; or
to adequately respond to your written comments on your proxy card.
SOLICITATION OF PROXIES
We have sent or provided access to the materials to you because our Board is soliciting your proxy to vote your shares at our Annual Meeting. We will bear all expenses incurred in connection with this proxy solicitation. We have engaged Alliance Advisors to assist in the solicitation for a fee of $24,500. In addition, our officers and employees may solicit your proxy by telephone, facsimile transmission, electronic mail or in person, and they will not be separately compensated for such services. We solicit proxies to give all stockholders an opportunity to vote on matters that will be presented at the Annual Meeting. In this proxy statement, you will find information on these matters, which is provided to assist you in voting your shares. If your shares are held through a broker or other nominee (i.e., in "street name") and you have requested printed versions of these materials, we have requested that your broker or nominee forward this proxy statement to you and obtain your voting instructions, for which we will reimburse them for reasonable out-of-pocket expenses. If your shares are held through the Thrift Plan for Employees of BWXT and Participating Subsidiary and Affiliated Companies (our "Thrift Plan”) and you have requested printed versions of these materials, the trustee of that plan has sent you this proxy statement and you should instruct the trustee on how to vote your Thrift Plan shares.
 
 

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PROPOSAL 1: ELECTION OF DIRECTORS
 

PROPOSAL 1: ELECTION OF DIRECTORS
Our Board of Directors is currently comprised of the eleven members identified in the table below. Our Restated Certificate of Incorporation provides for the classification of our Board into three classes, with the term of one class expiring each year. In 2019, our stockholders approved the declassification of our Board to provide for the annual election of all directors. Class I directors will stand for election for a one-year term at the Annual Meeting, Class I and II directors will stand for election for a one-year term at our 2021 annual meeting, and all directors will stand for election for a one-year term at our 2022 annual meeting and thereafter.
10-Year Director Tenure Limit
In 2015, our Board adopted a 10-year director tenure policy that provides that no director may serve on the Board for more than 10 years from July 1, 2015, which was the date of the spin-off of our former power generation business. See "10-Year Director Tenure Limit" under Corporate Governance — Governance Committee below.
Director Name
Class
Year  Term Expires
Rex D. Geveden
Class I
2020
Leland D. Melvin
Class I
2020
Robert L. Nardelli
Class I
2020
Barbara A. Niland
Class I
2020
Charles W. Pryor, Jr.(1) 
Class I
2020
Jan A. Bertsch
Class II
2021
Gerhard F. Burbach
Class II
2021
James M. Jaska
Class II
2021
Kenneth J. Krieg

Class II
2021
John A. Fees
Class III
2022
Robb A. LeMasters
Class III
2022
(1) Mr. Pryor is not standing for re-election at the Annual Meeting.
Director Qualifications
The table below highlights the qualifications, competency and experience of each director, including each nominee for election to our Board, that contributed to the Board’s determination that each individual is uniquely qualified to serve on the Board. This high-level summary is not intended to be an exhaustive list of each director’s skills or contributions.
Competency / Experience
Bertsch
Burbach
Fees
Geveden
Jaska
Krieg
LeMasters
Melvin
Nardelli
Niland
Pryor
Executive / Operating
 
Government, Nuclear or Manufacturing Industry
Financial / Strategic / M&A
 
Technology / Scientific
 
 
Risk Management
 
Healthcare / FDA Regulatory
 
 
 
 
 
 
 
 
Aerospace Industry
 
 
 
 
 
 
 
 
Safety and Environmental
 
 
 
 
 
Public Company CEO Experience
 
 
 
 
 
 
 
Security and Information Technology
 
Governance
 
International
Other Current Public Company Boards
2
1
1
1
0
0
0
0
0
0
0
= Competency; = Experience
 

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PROPOSAL 1: ELECTION OF DIRECTORS

The current term of office of our Class I directors will expire at the Annual Meeting. The incumbent directors are Rex D. Geveden, Leland D. Melvin, Robert L. Nardelli, Barbara A. Niland and Charles W. Pryor, Jr., who have served on our Board since their appointments in 2017, 2019, 2014, 2016 and 2015, respectively. Mr. Pryor is not standing for re-election at the Annual Meeting.
Director Nominees
On the nomination of our Board following the recommendation of the Governance Committee, the following nominees will each stand for election as a director for a one-year term expiring at the Annual Meeting of Stockholders for 2021 and until their successors are duly elected and qualified:
Rex D. Geveden
Leland D. Melvin
Robert L. Nardelli
Barbara A. Niland
Each nominee has consented to serve as a director if elected.
Unless otherwise directed, the persons named as proxies on the enclosed proxy card intend to vote “FOR” the election of each of the director nominees. If any nominee should become unavailable for election, the shares will be voted for such substitute nominee as may be proposed by our Board. We are not aware of any circumstances that would prevent any of the nominees from serving.
Set forth below is certain information for each director nominee up for election at the Annual Meeting and each continuing director of our Company who is not up for election. (Ages are as of the Annual Meeting.)
NOMINEES FOR ELECTION AT THE ANNUAL MEETING
 
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Professional Experience
 
Mr. Geveden, age 59, has served as President and Chief Executive Officer since January 2017, and served as our Chief Operating Officer from October 2015 until December 2016.
Previously, Mr. Geveden was Executive Vice President at Teledyne Technologies Incorporated ("Teledyne"), a provider of electronic subsystems and instrumentation for aerospace, defense and other uses. There he led two of Teledyne's four operating segments since 2013, and concurrently served as President of Teledyne DALSA, Inc., a Teledyne subsidiary, since 2014. Mr. Geveden also served as President and Chief Executive Officer of Teledyne Scientific and Imaging, LLC (2011 to 2013) and President of both Teledyne Brown Engineering, Inc. and Teledyne's Engineered Systems Segment (2007 to 2011).
Mr. Geveden is a former Associate Administrator of the National Aeronautics and Space Administration ("NASA"), where he was responsible for all technical operations within the agency's $16 billion portfolio and served in various other positions with NASA in a career spanning 17 years.
Mr. Geveden serves on the board of directors of TTM Technologies, Inc.
 
 
 
 
 
 
Rex D. Geveden
President, Chief Executive Officer and Director
Director since 2017
 
 
Skills and Qualifications
 
Mr. Geveden has extensive leadership and technical experience overseeing commercial manufacturing operations for publicly traded companies and high-consequence technology programs for the U.S. government. This experience, combined with his strategic vision, make him a valuable contributor to our Board of Directors.
 
 
 
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Professional Experience
 
Mr. Melvin, age 56, had a 24 year career with NASA as an astronaut and research scientist, including serving as mission specialist on two Space Shuttle Atlantis missions to the International Space Station.
In addition, he served as a NASA Associate Administrator for Education for over four years and served as co-chair of the White House's Federal Coordination in STEM Education Task Force to develop education plans for STEM.
Mr. Melvin served as a U.S. representative to the International Space Education Board, a global collaboration on space education among a number of government space agencies.
He is a director of Star Harbor Space Training Academy, an immersive space training academy, and Trustee Emeritus of the University of Richmond Board of Trustees.
Mr. Melvin received a B.S. in chemistry from the University of Richmond and an M.S. in materials science engineering from the University of Virginia.
 
 
 
 
 
 
Leland D. Melvin
Independent Director
Director since 2019
Committee:
– Governance
 
Skills and Qualifications
 
Mr. Melvin has 24 years of experience with NASA with extensive technical expertise in space exploration as both an astronaut and research scientist. This experience provides an external perspective and insight into the strategy, development, operations and stakeholders for our space propulsion and related programs.
 
 

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PROPOSAL 1: ELECTION OF DIRECTORS
 

 
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Professional Experience
 
Mr. Nardelli, age 71, is the Founder and CEO of XLR-8, LLC, an investment and consulting company, which he formed in 2012.
He has also served as a Senior Advisor at Emigrant Savings Bank since August 2015, and formerly served as Senior Advisor to the founder of Cerberus Capital Management, L.P. (“Cerberus”), a private equity firm, and held several senior positions with Cerberus and Cerberus Operations and Advisory Company, LLC from 2007 to August 2015.
Mr. Nardelli served as Chairman and CEO of Chrysler LLC from 2007 until 2009 and served as Chairman, President and CEO of The Home Depot, Inc. from 2000 to 2007.
Previously, Mr. Nardelli held several senior executive positions with General Electric Company.
Mr. Nardelli has served on the boards of directors of The Home Depot (2000-2007), The Coca-Cola Company (2002-2005), Chrysler LLC (2007-2009) and Pep Boys – Manny, Moe and Jack (March 2015 – February 2016).
 
 
 
 
 
 
Robert L. Nardelli
Independent Director
Director since 2014
Committees:
– Audit and Finance
– Governance
 
 
Skills and Qualifications
 
Mr. Nardelli has over 40 years of global operating and financial experience, including with large publicly traded manufacturing companies. This experience combined with his past service on the boards of directors of several other publicly traded companies provides a meaningful perspective to our Board.
 
 
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Professional Experience
 
Ms. Niland, age 61, most recently served as Corporate Vice President and Chief Financial Officer of Huntington Ingalls Industries, Inc. (March 2011 to March 2016), a Fortune 500 shipbuilding company for the U.S. Navy and Coast Guard that was spun off from Northrop Grumman Corporation in 2011.
Previously at Northrop Grumman, Ms. Niland served in a variety of roles of increasing responsibility over a career spanning over 37 years, including as Vice President and Chief Financial Officer, Shipbuilding; Vice President and Chief Financial Officer and Division Vice President - Finance.
Ms. Niland holds a master's degree from the University of Maryland University College and a bachelor's degree from Towson University.
 
 
 
 
 
 
Barbara A. Niland
Independent Director
Director since 2016
Committees:
– Audit and Finance
– Compensation (Chair)
Skills and Qualifications
 
Ms. Niland has over 30 years of financial and operations experience with ship building and manufacturing operations for the U.S. Navy. Her tenure in senior financial leadership roles with one of our publicly traded peer companies provides our Board with valuable perspectives on our industry.
 
 
Our Board recommends that stockholders vote “FOR” the nominees named above.

OTHER DIRECTORS (not up for election at the Annual Meeting)
 
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Professional Experience
 
Ms. Bertsch, age 63, served as Chief Financial Officer of Owens-Illinois, Inc., a Fortune 500 manufacturer of glass and packaging products, from November 2015 to April 2019.
Previously, Ms. Bertsch served as the Executive Vice President and Chief Financial Officer of Sigma-Aldrich Corporation, a leading life science and high technology company, from March 2012 to November 2015.
Before joining Sigma-Aldrich, Ms. Bertsch served as Vice President, Controller and Principal Accounting Officer of Borg Warner, Inc., from August 2011 to February 2012 and as Vice President and Treasurer from December 2009 to July 2011.
Prior to that, Ms. Bertsch spent several years as Senior Vice President, Treasurer and Chief Information Officer for Chrysler Group, LLC, and Chrysler LLC, where she worked proactively with a number of constituents to determine a solution to Chrysler’s long-term viability.
Ms. Bertsch has served on the Boards of Directors of Meritor, Inc. since September 2016, and Regal Beloit Corporation since June 2019.
 
 
 
 
 
 
Jan A. Bertsch
Independent Director
Director since 2013
Committees:
– Audit and Finance (Chair)
– Compensation
 
 
Skills and Qualifications
 
Ms. Bertsch has held numerous advisory roles in the academic, technological, and major manufacturing industries. With 40 years of experience, Ms. Bertsch brings extensive corporate finance, strategic planning, restructuring and international experience to our Board. The depth and breadth of her professional career in the life science, automotive and manufacturing industries, with a keen focus on operational enhancements, cost reduction strategies and revenue generation for Fortune 500 and Fortune 1000 companies, make her a valuable addition to the Board.
 
 
 

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PROPOSAL 1: ELECTION OF DIRECTORS

 
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Professional Experience
 
From 2006 to 2014, Mr. Burbach, age 58, was President, Chief Executive Officer and director of Thoratec Corporation, a company that develops, manufactures and markets proprietary medical devices used for circulatory support.
Prior to that, he held executive leadership positions at Digirad Corporation, Philips Medical Systems, ADAC Laboratories, McKinsey & Company and CitiCorp.
Mr. Burbach received a bachelor’s degree in industrial engineering from Stanford University and a master’s of business administration from Harvard Business School.
Mr. Burbach serves on the board of directors of Fluidigm Corporation, a public company manufacturing and marketing innovative technologies for life sciences research, and is chairman of the board of directors of Procyrion Inc., a private medical device company focused on the treatment of chronic heart failure. He also serves on the board of Vascular Dynamics, Inc., a private medical device company developing innovative solutions for heart failure and hypertension.
 
 
 
 
 
 
Gerhard F. Burbach
Independent Director
Director since 2018
Committee:
– Governance
 
 
Skills and Qualifications
 
Mr. Burbach's leadership background with medical device companies provides our Board with a key external perspective and insight into our medical isotope business, including strategy, development, operations, customers and other stakeholders.
 
 
403323830_fees.jpg
Professional Experience
 
Mr. Fees, age 62, has served as the Non-Executive Chairman of our Board of Directors since May 2018. Prior to that he served as our Executive Chairman since the June 2015 spin-off of our former Power Generation business.
Previously, he served as our Non-Executive Chairman from July 2010 to May 2015.
From October 2008 to July 2010, he was Chief Executive Officer and a director of our former parent company, McDermott International, Inc. ("McDermott"), where he led the company and McDermott’s board through the separation of the company into two publicly traded companies by the spin-off of BWXT to McDermott’s shareholders.
Prior to becoming McDermott’s Chief Executive Officer in 2008, Mr. Fees led a distinguished career at BWXT for over 31 years. During his time with BWXT, Mr. Fees held numerous management and executive positions within BWXT when it was a McDermott subsidiary.
Mr. Fees serves on the board of directors of Brookfield Infrastructure Partners.
 
 
 
 
 
 
John A. Fees
Non-Executive Chairman
Director since 2010
 
Skills and Qualifications
 
Mr. Fees has critical expertise in government businesses, management of international businesses, development of technology, and nuclear technology. He served as the Chief Executive Officer and director of McDermott, our former parent company, and maintains key relationships important to our business. He has led initiatives to acquire key assets for the Company, divest under-performing businesses, and create significant shareholder value in the BWXT operating businesses. All of these attributes make him well qualified to serve as Non-Executive Chairman of the Board of BWXT.
 
 
 
 
403323830_jaska.jpg
Professional Experience
 
Mr. Jaska, age 69, currently serves as President and Chief Executive Officer of both GC Valiant LLC, a position he has held since February 2017, and Valiant Integrated Services LLC, a position he has held since January 2016. From July 2015 to January 2016, he served as Division President of Supreme Group LLC (now known as Valiant Integrated Services LLC).
Previously, Mr. Jaska served in a variety of roles of increasing responsibility with AECOM (formerly AECOM Technology Corporation) over a 10-year period, including President, Government (2013-2014), President of Americas & Government (2011-2013), Division Executive Vice President (2009-2011), Group Chief Executive, Government Group (2005-2009) and Consultant (2004-2005).
Mr. Jaska also held several positions with Tetra Tech, Inc., a global provider of professional technical services in engineering, applied sciences, resource management and infrastructure, including President and Director (2003-2004), President, Chief Financial Officer and Treasurer (2001-2003), Executive Vice President, Chief Financial Officer and Treasurer (2000-2001) and as Vice President, Chief Financial Officer and Treasurer (1994-2000).
Mr. Jaska has also held leadership roles with Alliant Techsystems, Inc., Honeywell, Inc. and Ecolab.
He holds a master's degree and a bachelor's degree from Western Illinois University.
 
 
 
 
 
 
James M. Jaska
Independent Director
Director since 2016
Committee:
– Governance (Chair)
 
 
 
Skills and Qualifications
 
Mr. Jaska's leadership background with large technology and government services operations provides our Board with a key external perspective on our operations, customers and other stakeholders relevant to our businesses.
 

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PROPOSAL 1: ELECTION OF DIRECTORS
 

 
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Professional Experience
 
Mr. Krieg, age 59, has served as the founder and Principal of Samford Global Strategies, a consulting practice focused on helping clients lead and manage through periods of strategic change, since 2007.
Previously, Mr. Krieg served as the Under Secretary of Defense for Acquisition, Technology and Logistics from June 2005 to July 2007, in which role he was responsible for advising the Secretary of Defense on all matters relating to the Department of Defense acquisition system, research and development, advanced technology, developmental test and evaluation, production, logistics, installation management, military construction, procurement, environmental security, nuclear, chemical and biological matters.
Mr. Krieg has also served in a variety of U.S. Department of Defense roles, including as Special Assistant to the Secretary and Director for Program Analysis & Evaluation and Executive Secretary of the Senior Executive Council, and served as Vice President and General Manager of International Paper Realty Inc.
Mr. Krieg also worked in a number of defense and foreign policy assignments in Washington, DC, including positions at the White House, on the National Security Council Staff, and in the Office of the Secretary of Defense.
He served on the Board of Directors of Tempus Applied Solutions Holdings, Inc. from April 2014 to November 2016, and on the Board of Directors of API Technologies, Inc. from August 2011 to April 2016.
 
 
 
 
 
 
Kenneth J. Krieg
Independent Director
Director since 2016
Committee:
– Compensation
 
 
 
Skills and Qualifications
 
Mr. Krieg has significant experience overseeing major research, development and procurement programs for the U.S. Department of Defense. His background provides our Board of Directors with valuable insight into acquisition priorities and considerations of the U.S. Government, our single largest customer.
 
 
 
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Professional Experience
 
Mr. LeMasters, age 42, is a Managing Director at Blue Harbour Group, L.P., a multi-billion dollar investment firm, a position he has held since 2011.
Prior to joining Blue Harbour Group, he was a Founding Partner of Theleme Partners from 2009 to September 2011.
Mr. LeMasters has also served as a Partner at The Children’s Investment Fund (TCI) from 2008 to 2009 and a Vice President in the Relative Value/Event-Driven Group at Highbridge Capital Management from 2005 to 2008.
Mr. LeMasters began his career as an analyst at Morgan Stanley & Co. in the Mergers and Acquisitions Group and subsequently joined Forstmann Little & Co. as an analyst.
Mr. LeMasters earned his B.S. from the University of Pennsylvania in 1999 and his M.B.A. from the Harvard Business School in 2005.
 
 
 
 
 
 
Robb A. LeMasters
Independent Director
Director since 2015
Committee:
– Audit and Finance
– Compensation
 
Skills and Qualifications
 
Mr. LeMasters’ extensive experience in capital markets, financial analysis and mergers and acquisitions allows him to provide valuable resources and perspectives to our Board.
 
 
 
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Professional Experience
 
Mr. Pryor, age 75, is the former Chairman of Urenco USA, a division of Urenco Ltd. based in Stoke, England, where he served on the board of directors from January 2003 until December 2014.
He served on the boards of directors of DTE Energy Company until 2018 and Progress Energy, Inc. until 2012.
Mr. Pryor is the former Chairman and CEO of Westinghouse Electric Company. While at Westinghouse, he led the company’s growth to over $2 billion in annual revenue with employment of over 10,000 people.
Previously, he spent 25 years with BWXT, including serving as President of the Company’s Nuclear Power Division and CEO of B&W Nuclear Technologies until retiring in 1995 and starting his own management consulting business.
In 1993, Mr. Pryor was named the State of Virginia’s “Outstanding Industrialist.” Additionally, French President Francois Mitterand presented Mr. Pryor with the very distinguished Chevalier de ‘Ordre Nationale de Merit for developing business relationships between the United States and France.
 
 
 
 
 
 
Charles W. Pryor, Jr.*
Lead Independent Director
Director since 2015
Committees:
Ex officio member of each Committee
 
 
Skills and Qualifications
 
Mr. Pryor is an engineer with extensive leadership experience with nuclear manufacturing, public utilities and international operations. Through his former service as Chairman and CEO of Westinghouse Electric Company, as well as on the boards of directors of Urenco USA, DTE Energy and Progress Energy, Inc., among other leadership roles, he is able to bring valuable industry perspectives to our Board.
 
 
 
* Mr. Pryor is not standing for re-election, and his current term will expire at the Annual Meeting.



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CORPORATE GOVERNANCE

CORPORATE GOVERNANCE
We maintain a corporate governance section on our website, which contains copies of our principal governance documents. The corporate governance section may be found at www.bwxt.com under “Investors — Corporate Governance.” The corporate governance section includes the following documents:
Amended and Restated Bylaws
Corporate Governance Principles
Code of Business Conduct
Code of Ethics for Chief Executive Officer and Senior Financial Officers
Director Conflict of Interest Policy
Audit and Finance Committee Charter
Compensation Committee Charter
Governance Committee Charter
DIRECTOR INDEPENDENCE
The Board has established categorical standards, which conform to the independence requirements in the New York Stock Exchange (“NYSE”) listing standards, to assist it in determining director independence. These standards are contained in the Corporate Governance Principles found on our website at www.bwxt.com under “Investor Relations — Corporate Governance.”
Based on these independence standards, our Board has determined that the following directors are independent and meet our categorical standards:
Jan A. Bertsch
  
Kenneth J. Krieg
 
Robert L. Nardelli
Gerhard F. Burbach
 
Robb A. LeMasters
 
Barbara A. Niland
James M. Jaska
 
Leland D. Melvin
 
Charles W. Pryor, Jr.
In determining the independence of the directors, our Board considered ordinary course transactions between us and other entities with which the directors are associated. None were determined to constitute a material relationship with us.
The Board also determined that Messrs. Fees and Geveden, who serve, or served in the past three years, as an executive of the Company, are not independent directors. Accordingly, we currently have a supermajority of independent directors (nine of eleven, or 82%) in compliance with our Corporate Governance Guidelines which require a majority of independent directors.
BOARD FUNCTION, LEADERSHIP STRUCTURE AND EXECUTIVE SESSIONS
The mission of our Board is to promote the best interests of the Company’s stockholders through oversight of the management of the Company’s business and affairs. The Board believes that its corporate governance policies and practices provide independent oversight and accountability of management. The Company’s Corporate Governance Principles and Committee charters provide for a number of processes and practices, including the appointment of a Lead Independent Director; executive sessions of the independent directors without management at each regular Board meeting; a majority of independent directors; and an Audit and Finance Committee, Compensation Committee and Governance Committee, each comprised exclusively of independent directors.
Lead Independent Director
The independent directors of our Board have appointed a Lead Independent Director who:
presides over all Board meetings at which the Chairman is not present and all executive sessions attended only by independent directors;
serves as liaison between the independent directors, on the one hand, and the Chief Executive Officer and the Chairman, on the other;
reviews and approves the Board meeting agendas and meeting schedules to assure that there is sufficient time for discussion of all agenda items; 
advises the Chairman regarding the quality, quantity and timeliness of information sent by management to the directors;
oversees the regular meetings of our independent directors in executive session without management;

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CORPORATE GOVERNANCE
 

has the authority to call meetings of the independent directors; and
if requested by major stockholders, ensures that he is available for consultation and direct communication.
Mr. Charles W. Pryor, Jr. has served as our Lead Independent Director since 2018. Mr. Pryor is not standing for reelection at the Annual Meeting. The independent directors of the Board have elected Kenneth J. Krieg to serve as Lead Independent Director, effective immediately following the Annual Meeting.
Chairman and Chief Executive Officer Roles
Our Board does not have a policy requiring that the positions of Chairman and Chief Executive Officer be separate or be occupied by the same individual. Our Board believes that this is properly addressed as part of the succession planning process and that it is in the best interests of the Company for the Board to make a determination on these matters when it elects a new Chief Executive Officer, appoints a new Chairman of the Board or at other times. Currently, the roles are separate, with Mr. Fees serving as our Non-Executive Chairman and Mr. Geveden as our Chief Executive Officer. Our Board believes that this leadership structure is appropriate for us at this time because it allows Mr. Fees and Mr. Geveden to share responsibility for setting our strategic direction, while also allowing Mr. Geveden to focus on our day-to-day operations and communicating with our stockholders and other stakeholders. This leadership structure also allows Mr. Fees, who has over 30 years of experience with the Company and prior public company board service, to set the Board’s agenda, in coordination with Mr. Pryor, our Lead Independent Director, and lead the Board in its oversight of management.
THE ROLE OF THE BOARD IN SUCCESSION PLANNING
The Board believes effective succession planning, particularly for the Chief Executive Officer, is important to the continued success of the Company. As a result, the Board regularly reviews and discusses succession planning for the Chief Executive Officer and other executive officers during executive sessions of Board meetings. The Governance Committee assists the Board in the area of succession planning, in particular, with respect to succession planning for the Chief Executive Officer. From time to time, the Board also retains an executive search firm as part of its normal succession planning function.
403323830_riskchart1.jpg
THE ROLE OF THE BOARD IN RISK OVERSIGHT
 
As part of its oversight function, the Board monitors the risks that we face. We maintain an enterprise risk management program administered by our Risk Management group. The program facilitates the process of reviewing key external, strategic, operational, safety, security and financial risks as well as monitoring the effectiveness of risk mitigation. Information on the enterprise risk management program is presented to senior management and the Board on a regular basis. The Audit and Finance Committee assists the Board in fulfilling its oversight responsibility in the areas of financial reporting, litigation and environmental risks and by meeting periodically with management to review these risk exposures and discuss BWXT’s policies and guidelines concerning risk assessment and management. The Compensation Committee also assists the Board with this function by assessing risks associated with our compensation programs in consultation with management and the Committee's outside compensation consultant. The Governance Committee assists the Board by assessing risks associated with corporate governance and cybersecurity. The Chief Information Officer provides regular updates to the Governance Committee regarding cybersecurity risks. The following diagram provides a summary of the risk allocation among the Board and its Committees.
 


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CORPORATE GOVERNANCE

STOCKHOLDER ENGAGEMENT
We make it a priority to engage with our stockholders and have continued our stockholder engagement activities in 2019. Since the 2019 Annual Meeting of Stockholders, we conducted a stockholder engagement program and solicited stockholders holding approximately 83% of our outstanding shares to discuss, among other topics, environmental, social, governance and compensation matters. As a result of this outreach, we were able to have conversations with and seek feedback from stockholders representing approximately 56% of our outstanding shares. The feedback received from our stockholder outreach program is reported to the Audit and Finance Committee, Compensation Committee and Governance Committee, as appropriate, and informs Board and Committee discussions and decisions on compensation, governance, social and environmental ("ESG") matters, among other things.
403323830_stockholderengagmentimagefin.jpg
Stockholder Feedback and Actions Taken in 2019
Since our 2019 Annual Meeting, we received stockholder feedback regarding our ESG disclosure and have undertaken enhancements to our website disclosure to provide additional information on our ESG efforts. In addition, several stockholders expressed concerns with single-trigger equity vesting in the event of a change in control. As a result in the 2020 Omnibus Incentive Plan, we have included a double-trigger provision requiring a termination event following a change in control for the equity awards of Named Executives to vest. See "Proposal 4: BWXT 2020 Omnibus Incentive Plan" for more information.

COMMUNICATION WITH THE BOARD
Stockholders or other interested persons may send written communications to the independent members of our Board, addressed to Board of Directors (independent members), c/o BWX Technologies, Inc., Corporate Secretary’s Office, 800 Main Street, 4th Floor, Lynchburg, Virginia 24504. All such communications shall be forwarded to the independent directors for their review, except for communications that (1) are unrelated to the Company’s business, (2) contain improper commercial solicitations, (3) contain material that is not appropriate for review by the Board based upon the Company’s Bylaws and the established practice and procedure of the Board, or (4) contain other improper or immaterial information. Information regarding this process is posted on our website at www.bwxt.com under “Investors — Corporate Governance.” 
BOARD MEETINGS AND COMMITTEES
Director Attendance
Our Board met seven times during 2019. Directors attended an average of 98% (and all directors attended at least 86%) of the meetings of the Board and of the committees on which they served during the time they served on the Board in 2019. In addition, as reflected in our Corporate Governance Principles, we have adopted a policy that each member of our Board must make reasonable efforts to attend our Annual Meeting. All of our current directors attended the 2019 Annual Meeting of Stockholders, except for Mr. Melvin who joined the Board after the 2019 Annual Meeting.
Committees of the Board
Our Board appoints the members of the Audit and Finance, Compensation and Governance Committees of the Board.  Each of these standing committees has a written charter approved by the Board and available on our website at www.bwxt.com under “Investors — Corporate Governance.” In 2019, the Board dissolved the Safety and Security Committee in order to elevate safety and security matters to the full Board for regular reporting and review.
The current members of the committees are identified below. NYSE listing standards require that all members of our Audit and Finance, Compensation, and Governance Committees be independent. Our Board has affirmatively determined that each member of such committees is independent in accordance with the NYSE listing standards.

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CORPORATE GOVERNANCE
 

Audit and Finance Committee
2019 Meetings: 6
Members: Jan Bertsch (Chair), Robb LeMasters, Robert Nardelli and Barbara Niland
100% Independent
 
Our Audit and Finance Committee’s role is financial and risk oversight. Management is responsible for preparing financial statements, and our independent registered public accounting firm is responsible for auditing those financial statements. The Audit and Finance Committee is not providing any expert or special assurance as to our financial statements or any professional certification as to the independent registered public accounting firm’s work. The Audit and Finance Committee is responsible for the following: 
Appoint, retain and oversee our independent registered public accounting firm and its audit process; 
Monitor the effectiveness of our financial reporting processes and disclosure and internal controls; 
Review our audited financial statements with management and our independent registered public accounting firm; 
Review and evaluate the scope and performance on the internal audit function;
Review our policies and procedures regarding ethics and compliance; and
Review of our exposure to various risks, including financial, litigation, environmental and regulatory risks.

 
Our Board has determined that Mses. Bertsch and Niland and Messrs. LeMasters and Nardelli are each "financially literate" as defined by the NYSE and each qualify as an “audit committee financial expert” within the definition established by the Securities and Exchange Commission (“SEC”). For more information on the backgrounds of these directors, see their biographical information under “Proposal 1: Election of Directors” above. For more information on the Audit and Finance Committee, see "Audit and Finance Committee Report" and "Proposal 3: Ratification of Auditors" below.
 

Compensation Committee
2019 Meetings: 6
Members: Barbara Niland (Chair), Jan Bertsch, Kenneth Krieg and Robb LeMasters
100% Independent
 
The Compensation Committee has overall responsibility for our executive and non-employee director compensation plans, policies and programs. The Compensation Committee also oversees the annual evaluation of our Chief Executive Officer, in conjunction with the Governance Committee, and makes compensation recommendations to the independent directors of the Board.
 
The Compensation Committee regularly reviews the design of our significant compensation programs with the assistance of its compensation consultant. We believe our compensation programs are designed to retain and to motivate our employees at appropriate levels of business risk, which risks are generally mitigated through some of the following features:
 
Reasonable and Balanced Compensation Programs — Using the elements of total direct compensation, the Compensation Committee seeks to provide compensation opportunities for employees targeted at or near the median compensation of comparable positions in our market. As a result, we believe the total direct compensation of employees provides reasonable compensation opportunities with an appropriate mix of cash and equity, annual and longer-term incentives, and performance metrics.
 
Emphasis on Long-Term Incentive Over Annual Incentive Compensation — Long-term incentive compensation, to the extent awarded, typically makes up a larger percentage of an employee’s target total direct compensation than annual incentive compensation. Incentive compensation helps drive performance and align the interests of employees with those of stockholders. By tying a significant portion of total direct compensation to long-term incentives, typically over a three-year period, we promote longer-term perspectives regarding company performance.
 
Long-Term Incentive Compensation Subject to Forfeiture for Bad Acts — The Compensation Committee may terminate any outstanding stock award if the recipient (1) is convicted of a misdemeanor involving fraud, dishonesty or moral turpitude or a felony, or (2) engages in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of the Company.
 
Most Annual and Long-Term Incentive Compensation Subject to Clawbacks — Incentive compensation awards include provisions allowing us to recover excess amounts paid to individuals who knowingly engaged in a fraud resulting in a restatement.
 
                                                                      (Continued on next page.)
 


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CORPORATE GOVERNANCE

Compensation Committee (continued)

Linear and Capped Incentive Compensation Payouts — The Compensation Committee establishes financial performance goals that are used to plot a linear payout formula for annual and long-term incentive compensation to avoid an over-emphasis on short-term decision making. The maximum payout for both the annual and long-term incentive compensation is capped at 200% percent of target.
 
Use of Multiple and Appropriate Performance Measures — We use multiple performance measures to avoid having compensation opportunities overly weighted toward the performance result of a single measure. In general, our incentive programs are based on a mix of financial, safety and individual performance.

Stock Ownership Guidelines — Our executive officers and directors are subject to stock ownership guidelines that help to promote longer-term perspectives and align the interests of our executive officers and directors with those of our stockholders.
 
The Compensation Committee administers our Executive Incentive Compensation Plan (the “EICP”), under which it awards annual cash-based incentive compensation to our officers based on the attainment of annual performance goals. Our Compensation Committee approves, among other things, the target EICP compensation, as well as the financial and safety goals for each officer. The Committee recommends to the independent members of the Board individual goals for EICP compensation for our Chief Executive Officer. Our Chief Executive Officer establishes EICP individual goals for the Presidents of principal operating groups and other executive officers. The Compensation Committee also administers our 2010 Long-Term Incentive Plan (as amended, the “2010 LTIP”), and may delegate some of its duties (other than awards to directors under the 2010 LTIP) to our Chief Executive Officer or other senior officers. The Compensation Committee evaluates the Chief Executive Officer's performance under the EICP and 2010 LTIP and recommends payouts under such plans and other compensation changes to the independent members of the Board.

The Board has determined that each member of the Compensation Committee is (i) independent, as independence for compensation committee members is defined by the NYSE, (ii) a "non-employee director" for purposes of Section 16b-3 of the Exchange Act, and (iii) an "outside director" for purposes of 162(m) of the Internal Revenue Code.

 
Executive Compensation Consultant
 
The Compensation Committee has the authority to retain, terminate, compensate and oversee any compensation consultant ("Compensation Consultant") or other advisors to assist the committee in the discharge of its responsibilities. The Compensation Committee has engaged Exequity LLP (“Exequity”) as its outside Compensation Consultant since November 2018. For 2019, Exequity assisted the Compensation Committee with:
 
advice and analysis on the design, structure and level of executive and director compensation and incentive plans; 
review of market survey and proxy compensation data for benchmarking; 
advice on external market factors and evolving compensation trends; and
assistance with regulatory compliance and changes regarding compensation matters.
 
Exequity attends the Compensation Committee meetings, including executive sessions. Although Exequity works with our management on various matters for which the Compensation Committee is responsible, our management does not direct or oversee the retention or activities of Exequity.

See the “Compensation Discussion and Analysis” and “Compensation of Executive Officers” sections of this proxy statement for information about our 2019 executive officer compensation, including a discussion of the role of the Compensation Consultant.


Compensation Committee Interlocks and Insider Participation
 
No director who served as a member of the Compensation Committee during the year ended December 31, 2019 (Mses. Bertsch and Niland and Messrs. Krieg and LeMasters) (i) was during such year, or had previously been, an officer or employee of BWXT or any of our subsidiaries, or (ii) had any material interest in a transaction of BWXT or a business relationship with, or any indebtedness to, BWXT. None of our executive officers have served as members of a compensation committee (or if no committee performs that function, the board of directors) of any other entity that has an executive officer serving as a member of our Board.

 

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CORPORATE GOVERNANCE
 

Governance Committee
2019 Meetings: 5
Members:* James Jaska (Chair), Gerhard Burbach, Leland Melvin and Robert Nardelli
100% Independent
* Messrs. Melvin and Nardelli were appointed to the Committee, effective June 18, 2019 and September 12, 2019, respectively.
 
The Governance Committee has overall responsibility to:
establish and assess director qualifications;
review the composition of the Board and recommend director nominees for election;
oversee the annual self-evaluation process for our Board and Committees, as well as the Chief Executive Officer in conjunction with our Compensation Committee;
evaluate director orientation and director education programs; and
monitor governance and cybersecurity risks.
This committee will consider individuals recommended by stockholders for nomination as directors in accordance with the procedures described under “Stockholders’ Proposals.”

 
Director Nomination Process
 
Our Governance Committee is responsible for assessing the qualifications, skills and characteristics of candidates for election to the Board. In making this assessment, the Governance Committee generally considers a number of factors, including each candidate’s: 
professional and personal experiences and expertise in relation to (i) our businesses and industries and (ii) the experiences and expertise of other Board members; 
integrity and ethics in his/her personal and professional life;
professional accomplishments in his/her field;
personal, financial or professional interests in any competitor, customer or supplier of ours;
preparedness to participate fully in Board activities, including active membership on at least one Board committee and attendance at, and active participation in, meetings of the Board and the committee(s) of which he or she is a member, and any other personal or professional commitments that would, in the Governance Committee’s sole judgment, interfere with or limit his or her ability to do so;
willingness to apply for and ability to obtain and retain an appropriate Department of Defense or Department of Energy security clearance; and
ability to contribute positively to the Board and any of its committees.
 
The Board recognizes the benefits of a diversified board and believes that any search for potential director candidates should consider diversity as to gender, ethnic background, education, viewpoint and personal and professional experiences.
 
The Governance Committee solicits ideas for possible candidates from a number of sources — including members of the Board, our Chief Executive Officer and other senior level executive officers, individuals personally known to the members of the Board and independent director candidate search firms.
 
In addition, any stockholder may nominate one or more persons for election as one of our directors at an annual meeting of stockholders if the stockholder complies with the notice, information and consent provisions contained in our Bylaws. See “Stockholders’ Proposals” in this proxy statement and our Bylaws, which may be found on our website at www.bwxt.com since “Investors — Corporate Governance.”
 
The Governance Committee will evaluate properly identified candidates, including nominees recommended by stockholders. The Governance Committee also takes into account the contributions of incumbent directors as Board members and the benefits to us arising from the experience of incumbent directors on the Board. Although the Governance Committee will consider candidates identified by stockholders, the Governance Committee has sole discretion whether to recommend those candidates to the Board.
 


10-Year Director Tenure Limit
In 2015, our Board approved amendments to our Bylaws in connection with the spin-off of our former power generation business to provide that (1) a person shall not be nominated for election or reelection to our Board if such person will have served as a director for 10 years prior to the date of election or re-election (as measured from the date of the Bylaw amendment, July 1, 2015) and (2) any director who attains 10 years of service during his or her term shall be deemed to have resigned and retired at the first annual meeting following his or her attainment of 10 years of service as a director.


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COMPENSATION OF DIRECTORS

COMPENSATION OF DIRECTORS
The table below summarizes the compensation earned by or paid to our non-employee directors only for services as a member of our Board for the year ending December 31, 2019. The Compensation Committee of our Board, in coordination with its Compensation Consultant, conducts an annual benchmarking analysis of our Board's non-employee director compensation utilizing the custom peer group selected as our secondary benchmark for executive compensation purposes. Following this analysis in 2019, our Board, upon the recommendation of the Compensation Committee, determined to leave the 2019 compensation for non-employee directors unchanged after giving consideration to director refreshment and recruitment factors, except for an increase in the annual retainer for the Chair of the Audit and Finance Committee, effective following the annual meeting of stockholders for 2019. See "Fees Earned or Paid in Cash" below.
Directors who are also our employees do not receive any compensation for their service as directors. For information regarding the compensation of Chief Executive Officer, our only employee director, see “Compensation of Executive Officers” on the following pages.
DIRECTOR COMPENSATION TABLE FOR 2019
Name of Non-Employee Director
Fees Earned or
Paid in Cash (1)
Stock
Awards (2)
All Other
Compensation (3)
Total
 Jan A. Bertsch
 
$
113,750

 
 
$
119,976

 
 
$
3,152

 
 
$
236,878

 
Gerhard F. Burbach
 
90,000

 
 
119,976

 
 

 
 
209,976

 
 John A. Fees
 
190,000

 
 
119,976

 
 
1,404

 
 
311,380

 
 James A. Jaska
 
105,000

 
 
119,976

 
 

 
 
224,976

 
Kenneth J. Krieg
 
90,000

 
 
119,976

 
 

 
 
209,976

 
Robb A. LeMasters
 
90,000

 
 
119,976

 
 

 
 
209,976

 
Leland D. Melvin(4)
 
67,500

 
 
119,991

 
 

 
 
187,491

 
Robert L. Nardelli
 
90,000

 
 
119,976

 
 

 
 
209,976

 
Barbara A. Niland
 
105,000

 
 
119,976

 
 

 
 
224,976

 
Charles W. Pryor, Jr.
 
115,000

 
 
119,976

 
 

 
 
234,976

 
(1)
See “Fees Earned or Paid in Cash” below for a discussion of the amounts reported in this column.
(2)
See “Stock Awards” below for a discussion of the amounts reported in this column.
(3)
See “All Other Compensation” below for a discussion of the amounts reported in this column.
(4)
Mr. Melvin was appointed to the Board on June 18, 2019.
During 2019, non-employee director compensation generally consisted of cash and equity. The compensation of our non-employee directors under our current non-employee director compensation program is described in more detail below.
Annual Director Compensation (All amounts in cash, except stock award)
Amount
Retainer for Non-Employee Directors
$
90,000

Stock Award
120,000

Non-Executive Chairman
100,000

Lead Independent Director
25,000

Chair of the Audit and Finance Committee
25,000

Chairs of the Compensation Committee and Governance Committee
15,000

Fees Earned or Paid in Cash.  Under our current director compensation program, non-employee directors are eligible to receive the above annual retainer amounts, paid in quarterly installments (pro-rated for partial terms). Under our Supplemental Executive Retirement Plan (as amended and restated, “SERP”), directors may elect to defer the payment of up to 100% of their annual retainer and fees. Amounts elected to be deferred are credited as a bookkeeping entry into a notional account, which we refer to as a deferral account. The balance of a director’s deferral account consists of deferral contributions made by the director and hypothetical credited gains or losses attributable to investments elected by the director, or by our Compensation Committee if the director fails to make investment elections. Directors are 100% vested in their deferral accounts at all times. Ms. Bertsch and Messrs.

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COMPENSATION OF DIRECTORS
 

Jaska, Krieg, LeMasters and Nardelli elected to defer 100% of their cash retainer in 2019. No other directors made a deferral election with respect to their cash retainer in 2019. Amounts reported in the Director Compensation Table include amounts deferred in 2019.
Stock Awards.  In addition to the cash payments provided to our directors, each non-employee director was entitled to receive a number of restricted stock units equal to $120,000 (prorated by quarter for partial terms) divided by the closing price of our common stock on the grant date, rounded down to the nearest whole share. The awards of restricted stock units were granted under our 2010 LTIP and vested immediately on the date of grant. Directors are required to retain shares equivalent to five times (5x) the annual cash retainer pursuant to our stock ownership requirements. As a result, all of our non-employee directors own equity in the Company.
The amounts reported in the “Stock Awards” column represent the grant date fair value computed in accordance with FASB ASC Topic 718. Grant date fair values are determined using the closing price of our common stock on the date of grant. Each non-employee director, except for Mr. Melvin, received an annual equity grant of 2,452 restricted stock units on May 14, 2019 with a grant date fair value of $119,976 based on the closing price of our common stock of $48.93 per share. Mr. Melvin joined the Board on June 18, 2019 and received an annual equity grant of 2,104 restricted stock units on August 8, 2019 with a grant date fair value of $119,991 based on the closing price of our common stock of $57.03 per share. There were no unvested stock awards or unexercised option awards (whether or not exercisable) held by the non-employee directors as of December 31, 2019. No option awards were granted to directors in 2019.
Under our 2010 LTIP, directors may elect to defer payment of all or a portion of their stock awards. Ms. Bertsch and Messrs. Burbach, Fees, Jaska, Krieg, LeMasters, Nardelli and Pryor each elected to defer 100% of their 2019 stock awards. Amounts reported in the Director Compensation Table include amounts deferred in 2019.
 
All Other Compensation. We have a travel and reimbursement policy pursuant to which we reimburse directors for travel and other expenses incurred in connection with business of the Board. The presence of a director’s spouse may be appropriate or necessary at certain meetings, conferences or other business-related functions. In those cases, pursuant to our policy, we pay the travel, meals and other expenses of the director’s spouse incurred while attending such functions. Pursuant to our reimbursement policy, to the extent the expenses of a spouse are imputed to the director as income, we will also reimburse the director for the taxes resulting from any such imputed income. In 2019, the incremental cost to the company to provide reimbursement for spousal travel, meals, activities and other expenses under our policy, together with the value of board gifts, was less than $10,000 per director and in the aggregate. The aggregate cost for all non-employee directors as a group and the aggregate amount paid to all non-employee directors as a group for reimbursement of taxes on imputed income were $4,556 and $1,686, respectively. The amounts reported in this column include tax reimbursements for Ms. Bertsch ($1,166) and Mr. Fees ($520).


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NAMED EXECUTIVE PROFILES



NAMED EXECUTIVE PROFILES
The following profiles provide summary information regarding the experience of our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executive officers who were employed by BWXT as of December 31, 2019. The Named Executive profiles provide professional experience, tenure with the Company and age as of the Annual Meeting.
 
403323830_gevedena05.jpg
Professional Experience
Tenure with BWXT: 5 years
 
Mr. Geveden, age 59, has served as President and Chief Executive Officer since January 2017, and served as our Chief Operating Officer from October 2015 until December 2016.
Previously, Mr. Geveden was Executive Vice President at Teledyne Technologies Incorporated ("Teledyne"), a provider of electronic subsystems and instrumentation for aerospace, defense and other uses. There he led two of Teledyne's four operating segments since 2013, and concurrently served as President of Teledyne DALSA, Inc., a Teledyne subsidiary, since 2014. Mr. Geveden also served as President and Chief Executive Officer of Teledyne Scientific and Imaging, LLC (2011 to 2013) and President of both Teledyne Brown Engineering, Inc. and Teledyne's Engineered Systems Segment (2007 to 2011).
Mr. Geveden is a former Associate Administrator of the National Aeronautics and Space Administration ("NASA"), where he was responsible for all technical operations within the agency's $16 billion portfolio and served in various other positions with NASA in a career spanning 17 years.
Mr. Geveden serves on the board of directors of TTM Technologies, Inc.
 
 
 
 
 
 
Rex D. Geveden
President, Chief Executive Officer and Director

 
 
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Professional Experience
Tenure with BWXT: 29 years
 
Mr. Black, age 58, was appointed as Senior Vice President and Chief Financial Officer upon the completion of our spin-off in June 2015 and prior to that served as our Vice President and Chief Accounting Officer since July 2010.
Previously, Mr. Black served as our Vice President and Controller (2007 to 2010) and Vice President and Controller of our Government Group (2003 to 2007).
He joined BWXT in 1991 as General Accounting Manager for the Nuclear Environmental Services Division. Other positions he held with BWXT include Financial Services Manager for the ASD Service Center Division, Controller for BWXT Federal Services, Inc., and Controller for BWXT Services, Inc.
 
 
 
 
 
 
David S. Black
Senior Vice President and Chief Financial Officer
 
 
403323830_mccabetoma01.jpg
Professional Experience
Tenure with BWXT: 2 years
 
Mr. McCabe, age 65, has served as our Senior Vice President, General Counsel, Chief Compliance Officer and Secretary since July 2018.
Prior to joining BWXT, Mr. McCabe served as Executive Vice President, General Counsel, Chief Compliance Officer and Secretary (or similar roles) of Orbital ATK, Inc. (and its predecessor, Orbital Sciences Corporation) from 2014 to 2018.
He also served as Senior Vice President, General Counsel and Secretary with Alion Science and Technology Corp., an advanced engineering and technology solutions provider, from 2010 to 2014, as well as Executive Vice President and General Counsel, and President of the federal business, of Braintech, Inc., an automated vision systems for industrial and military robots, from 2008 to 2010.
Previously, Mr. McCabe held legal roles with XM Satellite Radio, COBIS Corporation and what is now AT&T Government Solutions, and was CEO and a member of the board of directors of COBIS Corporation (and its predecessor, MicroBanx).
Earlier in his career, Mr. McCabe was an attorney in private practice.
Mr. McCabe has a bachelor’s degree from Georgetown University and a juris doctorate and masters of business administration from the University of Notre Dame.
 
 
 
 
 
 
Thomas E. McCabe
Senior Vice President, General Counsel, Chief Compliance Officer and Secretary

 
 
403323830_dulingjoela01.jpg
Professional Experience
Tenure with BWXT: 14 years
 
Mr. Duling, age 57, has served as the President of our subsidiary, BWXT Nuclear Operations Group, Inc. ("BWXT NOG"), overseeing our Nuclear Operations Group segment since June 2018.
Mr. Duling previously served as President of Nuclear Fuel Services, Inc., one of our subsidiaries, from 2014 to 2018.
Mr. Duling served as Vice President of Production at the Y-12 National Security Complex, Director of the Specific Manufacturing Capability project at Idaho National Laboratory and Site Manager of the Naval Reactors Facility decommissioning project, among other roles.
 
 
 
 
 
 
Joel W. Duling
President, BWXT Nuclear Operations Group, Inc.
 

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NAMED EXECUTIVE PROFILES
 

 
403323830_lovingricka01.jpg
Professional Experience
Tenure with BWXT: 4 years
 
Mr. Loving, age 64, was appointed our Senior Vice President and Chief Administrative Officer in January 2020. Prior to that, he served as our Senior Vice President, Human Resources, since July 2016.
Prior to joining BWXT, Mr. Loving served for 8 years with McDermott, most recently as Senior Director, International Human Resources, responsible for the global delivery of human resources programs and services.
Mr. Loving also served as Senior Director, Human Resources for the Middle East, India and Caspian regions for J. Ray McDermott, S.A. Dubai, U.A.E. and as McDermott's Global Director of Human Resources Business Services.
Prior to joining McDermott, Mr. Loving held numerous management positions within BWXT for over 29 years when it was a McDermott subsidiary.
 
 
 
 
 
 
Richard W. Loving
Senior Vice President and Chief Administrative Officer

 
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are asking stockholders to approve an advisory resolution on our executive compensation as reported in this proxy statement. Our Board has adopted a policy to hold annual advisory votes on executive compensation.
It is our belief that our ability to hire, retain and motivate employees is essential to the success of the Company and its stockholders. Therefore, we generally seek to provide reasonable and competitive compensation for our executives with a substantial portion in the form of performance-based compensation.
 
Accordingly, we submit the following resolution to stockholders at the Annual Meeting:
RESOLVED, that the stockholders of BWX Technologies, Inc. approve, on an advisory basis, the compensation of executives, as such compensation is disclosed pursuant to Item 402 of Regulation S-K in this proxy statement under the sections entitled “Compensation Discussion and Analysis” and “Compensation of Executive Officers.”
 
EFFECT OF PROPOSAL
Although the resolution to approve our executive compensation is non-binding, it serves as an opportunity for us, our Board and Compensation Committee to gain valuable stockholder feedback on our executive compensation decisions and practices. Even in years when the resolution is approved, the Board and Compensation Committee retain discretion to change executive compensation from time to time if they conclude that such a change would be in the best interests of the Company and its stockholders. Our Board and its Compensation Committee value the opinions of stockholders on important matters such as executive compensation and will carefully consider the results of this advisory vote when evaluating our executive compensation programs.
 
RECOMMENDATION AND VOTE REQUIRED
Our Board recommends that stockholders vote “FOR” the approval of executive compensation. The proxy holders will vote all proxies received FOR approval of this proposal unless instructed otherwise. Approval of this proposal requires the affirmative vote of a majority of our shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on this proposal. Because abstentions are counted as present for purposes of the vote on this matter but are not votes “FOR” this proposal, they have the same effect as votes “AGAINST” this proposal. Broker non-votes will not have any effect on this proposal.


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COMPENSATION DISCUSSION AND ANALYSIS


COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis (the “CD&A”) provides detailed information and analysis regarding the compensation of our Named Executive Officers (our “Named Executives”) as reported in the Summary Compensation Table and other tables located in the “Compensation of Executive Officers” section of this proxy statement.
This CD&A is divided into four sections:
Section 1: Executive Summary. In this section, we highlight our company performance, key compensation decisions and outcomes during 2019.
Section 2: Compensation Structure. In this section, we review our 2019 compensation philosophy, elements and processes.
Section 3: Compensation Analysis and Outcomes. In this section, we review the elements of 2019 total direct compensation, including: annual base salary, annual incentive compensation and long-term incentive compensation.
Section 4: Other Benefits and Practices. In this section, we review perquisites, post-employment arrangements and other compensation-related practices.
SECTION 1: EXECUTIVE SUMMARY
2019 PERFORMANCE HIGHLIGHTS
Consolidated revenue was up 5% to nearly $1.9 billion compared to prior year.
GAAP and Non-GAAP operating income increased 6.7% and 7.8%, respectively, compared to prior year.
GAAP and Non-GAAP earnings per share were $2.55 and $2.62, an increase of 12.3% and 9.6%, respectively, compared to prior year.
403323830_revopincomeearnings300ppa01.jpg
* Please refer to Appendix A, "Reconciliation of Reported (GAAP) to Adjusted (Non-GAAP) Results," for a reconciliation of adjusted results, including adjusted operating income and adjusted earnings per share, to reported results for 2019 and 2018.

In 2019, we returned $85.4 million to stockholders through $65.4 million of dividends and $20 million of share repurchases.
Based on stockholder feedback, the Compensation Committee has incorporated a double-trigger vesting provision for equity awards in the proposed BWXT 2020 Omnibus Incentive Plan. See "Proposal 4: Approval of BWXT 2020 Omnibus Incentive Plan."


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COMPENSATION DISCUSSION AND ANALYSIS
 

TOTAL STOCKHOLDER RETURN
The following graph depicts the cumulative total stockholder return of BWXT for the three and five years ended December 31, 2019 relative to those of the S&P 500 Index, the S&P Aerospace and Defense Select Index ("S&P A&D Select") and our custom compensation peer group for 2019 (see below).
One-Year, Three-Year and Five-Year Total Stockholder Return as of December 31, 2019(1) 
403323830_shareholderreturns300ppia01.jpg
(1)
Measured by dividing (i) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the applicable share price at the end and the beginning of the measurement period by (ii) the share price at the beginning of the measurement period. Results for the compensation peer group do not include Orbital ATK, Inc., KLX Inc., Engility Holdings Inc., Esterline Technologies Corporation and Harris Corporation, which were acquired or merged in June 2018, October 2018, January 2019, March 2019 and June 2019, respectively.
STOCKHOLDER ENGAGEMENT AND 2019 PLAN DESIGN
Our executive compensation plan for 2019 is consistent with our historical pay-for-performance approach that incorporates feedback from our stockholder outreach efforts and metrics designed to drive the performance of BWXT.  We engage directly with our stockholders on executive compensation, governance, environmental, social and other topics and have continued this engagement directly with those stockholders who accepted our invitation to discuss these topics. See "Stockholder Engagement" above for more information on our engagement process.
Based on feedback from our stockholders, our Compensation Committee continued with a market-based, pay-for-performance structure for our executive compensation program and also enhanced the performance-based components of the program. In addition, the committee has incorporated a double-trigger vesting requirement for equity awards in the event of a change in control in the proposed BWXT 2020 Omnibus Incentive Plan submitted for stockholder approval. See "Proposal 4: BWXT 2020 Omnibus Incentive Plan" for more information.
Following a comprehensive review of our executive compensation program with Exequity, our executive compensation consultant, we determined that no material changes be made to the design of the 2019 executive compensation program. The following are some of the key design attributes of BWXT's 2019 program design.

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COMPENSATION DISCUSSION AND ANALYSIS

2019 Executive Compensation Plan Design Overview
Long-Term Incentive Awards
  
Performance RSUs comprise 60% of long-term incentive award opportunity; 40% time-based RSUs
 
Financial Metrics for Performance-Based Long-Term Incentive Awards
  
Earnings per share and return on invested capital continue to be the preferred metric to align incentives with strategic initiatives to drive growth and promote capital management
Custom Peer Group(1)
  
Custom peer group established based on industry and size parameters of BWXT and regularly reviewed by the Compensation Committee
 
Increased Financial Performance Weighting in Annual Incentive Program
  
Financial and individual performance weighting 90% (up from 80%) and 10% (3% for safety), respectively, of the total award opportunity
(1)
See the Compensation Discussion and Analysis for additional information on how the Compensation Committee uses the Primary Benchmark and Secondary Benchmark Peer Groups.

The following describes the performance-based components of our 2019 program for our officers:

403323830_incentawardincentiveperfoa02.jpg

 
Financial Performance Metrics
for Performance-Based RSUs
 
Financial Performance Metrics
for Annual Incentive Awards
 
 
50% Earnings Per Share
50% Return on Invested Capital
 
75% Operating Income
15% Free Cash Flow
 
 
 
 
 
 

The Compensation Committee set our financial goals to achieve meaningful year-over-year growth in full-year operating income and free cash flow. Threshold performance under the operating income goals (described below) must be met for any payout to be made under the annual incentive plan.

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ANNUAL INCENTIVE PLAN FINANCIAL METRICS AND GOALS FOR 2019 (90% of Pay-Out)
Metric
(Weight)
Rationale
BWXT
Business
Unit
Threshold Goal
80% Performance
50% Payout
Target Goal
100% Performance
100% Payout
Maximum Goal
120% Performance
200% Payout
Actual
Operating Income
(75%)
Our primary measure of profitability, which we believe is a strong driver of shareholder value
BWXT
Consolidated
 
$265.7 million
 
$332.1 million
 
$398.5 million
 
$331.9 million
 
Free Cash
Flow
(15%)
 
Supports strategic business plan to promote strong cash flow generation
BWXT
Consolidated
 
$38.1 million
 
$47.6 million
 
$57.2 million
 
$60.4 million
 
STRONG COMPENSATION GOVERNANCE PRACTICES
The following are practices we follow to incentivize performance and foster strong corporate governance on our compensation program:
WHAT WE DO:
WHAT WE DON’T DO:
 ü Pay for Performance. Significant emphasis on incentive and performance-based compensation.
ü Compensation Program Responsive to Stockholder Feedback. We seek stockholder input and perspective on our compensation program.
ü Benchmarking to Similarly Sized Companies. We avoid benchmarking executive pay to oversized peers by utilizing data that is revenue regressed to account for our Company size. 
ü Clawbacks. We can recover compensation under our annual and long-term incentive plans in various circumstances. 
ü “Double Trigger” Cash Severance in a Change-in-Control. 
ü Limited Perquisites and Tax Reimbursements. 
ü Stock Ownership Requirements. We maintain robust requirements for our executives and board members.
ü Independent Compensation Consultant. 
 
 X   No Hedging or Pledging. We do not permit hedging or pledging of our securities by our officers and directors.
X   No Excise Tax Gross-ups. There are no tax gross-ups on change-in-control benefits.
X   No Employment Agreements for our Executive Officers.
X   No Excessive Risk-Taking in Our Incentive Compensation. Our annual and long-term incentive programs use multiple performance metrics and capped pay-outs and other features intended to minimize the incentive to take overly risky actions.
X   No Guaranteed Minimum Pay-out for our Annual or Long-term Performance-based Awards.
 

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SECTION 2: COMPENSATION STRUCTURE
PHILOSOPHY AND OBJECTIVES OF EXECUTIVE COMPENSATION
We seek to provide reasonable and competitive compensation to executives through programs structured to:
attract and retain well-qualified executives;
incent and reward short- and long-term financial and other company performance, as well as individual contributions; and
align the interests of our executives with those of our stockholders.
We also subscribe to a “pay-for-performance” philosophy when designing executive compensation. For us that means a substantial portion of an executive’s target compensation should be “at risk” and performance-based, where the value of one or more elements of compensation is tied to the achievement of pre-determined financial and/or other measures we consider important drivers in the creation of stockholder value. Our compensation philosophy requires that a substantial portion of total compensation be designed to appropriately balance short- and long-term performance incentives to align our Named Executives’ interests with those of our stockholders.
ELEMENTS OF EXECUTIVE COMPENSATION
To support our compensation philosophy and objectives, our executive compensation program consists of the key elements identified in the graphs below. In addition to the elements of Total Direct Compensation, we also offer other benefits and practices to promote retention. See “Section 3: Other Benefits and Practices” on the following pages of this CD&A for additional information on these benefits and practices.
The Compensation Committee does not set a specific target allocation among the elements of total direct compensation; however, long-term incentive compensation typically represents the largest single element of target total direct compensation, and performance-based compensation constitutes the substantial majority of a Named Executive’s target total direct compensation, as demonstrated in the chart below.
The following table and chart reflect the key elements and proportion of each Named Executive’s target total direct compensation for 2019, the rationale for each element, and the financial performance metrics selected for our 2019 annual incentive awards. We typically use the term “Total Direct Compensation” to refer to an executive’s annual base salary, the dollar value of the executive’s target annual incentive award and the dollar value of the executive’s long-term incentive opportunity.
2019 TOTAL DIRECT COMPENSATION ELEMENTS
Element
Description
Primary Design Objectives
Base Salary
Annual fixed cash compensation
Attract and retain leadership talent
Annual
Incentive
Pay-out based on 90% financial performance goals and 10% individual goals, which includes safety goals
Financial performance metrics (% of overall pay-out):
operating income (75%) and
free cash flow (15%)
Financial results determine payout multiplier
No payout unless at least threshold operating income goal is achieved
See below for discussion of financial performance metrics
Emphasize operating results by heavily weighting financial performance
Select financial performance metrics that align with strategic priorities
Align compensation with safety, which we view as a key component for the success of our business
Retain individual performance component to allow the exercise of discretion to differentiate among Named Executive performance
Long-Term
Incentive
Long-term incentive value allocated among the following mix of equity award types:
40% 3-year ratable vesting restricted stock units
60% 3-year cliff vesting performance restricted stock units
Align interest of executives with our stockholders
Promote executive focus on long-term company performance
Utilize performance metrics that management can impact and are meaningful drivers of long-term value creation

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 2019 TOTAL DIRECT COMPENSATION
403323830_charttotaldirectcomp2017300p.jpg
DETERMINING NAMED EXECUTIVE COMPENSATION
The following is a summary of responsibilities and data sources used by our Compensation Committee to determine our executive compensation program.
How Compensation Decisions Are Made
Compensation Committee's Role
The Compensation Committee establishes the target total direct compensation of our executives and administers other benefit programs.
The committee reviews the design of the program and establishes the performance metrics and goals under the incentive programs.
The committee evaluates Company and individual performance outcomes and ensures the appropriate balance of performance metrics is used.
Compensation Planning Process
Members of the Compensation Committee and our management team evaluate the advisory vote on executive compensation and stockholder feedback regarding our compensation programs and governance practices.
We engage with and solicit stockholder feedback regarding compensation, environmental, social and governance matters, which are reported to the Board and committees; our Compensation Committee discusses plan design alternatives and considerations with the executive compensation consultant; and existing plan performance results are monitored.
Annual and long-term compensation plan design and performance metrics and targets are approved.
How Our Compensation Committee Sets Annual and Long-Term Incentive Performance Goals
Determining
Financial Goals
Our Compensation Committee strives to set financial performance goals that are rigorous enough to motivate our executives and our businesses to achieve meaningful increases over prior year results, but within reasonably obtainable parameters to discourage pursuit of excessively risky business strategies.
For our 2019 annual incentive plan, the committee set financial performance goals as follows:
Operating Income (75%):  The committee set a target goal representing a 8.5% year-over-year increase following a bottoms-up operations and management review.
Free Cash Flow (15%): The committee set the target goal based on the Company's 2019 free cash flow forecast.
The committee set our 2019 long-term incentive plan financial performance goals as follows:
3-Year Cumulative Earnings Per Share (50%): The target goal was set to align with the Company's strategic plan and to drive towards mid to high range of external analyst guidance.
Return on Invested Capital (50%):  The target goal was established to be higher than the average return on invested capital of our compensation peer group and historical internal target performance.


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Determining Safety Goals
To promote rigor and continuous improvement in our safety goals, the committee set our primary safety goals for Total Recordable Incident Rate ("TRIR") and Days Away, Restricted or Transferred ("DART") to incentivize continuous focus on our safety performance. There is no payout on a safety target if our performance does not meet or exceed the goal for 2019.
Resources and Advisers to Our Compensation Committee
Independent
Outside Consultant
Provides the Compensation Committee with information and advice on the design, structure and level of executive and director compensation.
Attends Compensation Committee meetings, including executive sessions.
Engaged and directed by the Compensation Committee.
Works directly with our Compensation Committee on executive compensation, including our Chief Executive Officer’s compensation.
Exequity LLP ("Exequity") served as executive compensation consultant to the Compensation Committee for 2019.
Management
Our Human Resources department, in consultation with the Compensation Committee chair and Exequity, prepares information for the Compensation Committee, including market data provided by Exequity and recommendations of our Chief Executive Officer regarding compensation of other executives.
Our Chief Executive Officer and senior Human Resources personnel attend committee meetings and, as requested by the Compensation Committee, participate in deliberations on executive compensation (except in respect to their own compensation) and select executive sessions.
Stockholder
Outreach and
Stockholder Vote
on Executive
Compensation
We provide our stockholders with the opportunity to cast an annual advisory vote on the compensation of our Named Executives.
Over 98% of the votes cast at our 2019 Annual Meeting of Stockholders on the executive compensation proposal were voted in favor of our executive compensation.
Although our stockholders expressed strong support for our executive compensation proposals in the past three years, members of our management team have conducted and plan to continue to conduct outreach programs with our stockholders, to discuss executive compensation, corporate governance, environmental, social and other matters. See Stockholder Outreach under Corporate Governance above for more information.
Our Compensation Committee considers stockholder feedback when selecting financial performance metrics and the mix of equity award vehicles. Our stockholder engagement efforts have informed our committee’s prior decisions to eliminate stock options and to select return on invested capital as a long-term performance metric.
How We Set Target Compensation
Target +/-15% of
Median Compensation
We believe compensation is competitive at or near the median compensation paid for comparable positions.
We generally seek to set target compensation for each element of total direct compensation and in the aggregate at approximately +/-15% of the median compensation determined through benchmarking (referred to as “median” or “median range” in this CD&A).
The Compensation Committee may adjust a Named Executive’s target compensation, including setting it outside the median range, for a variety of reasons, including:
performance;
tenure;
experience;
succession planning;
internal equity; and
other factors or situations that are not typically captured by looking at standard market data.
Compensation actually earned by a Named Executive may be outside the median range targeted, depending on the achievement of performance goals, fluctuations in our stock price and/or satisfaction of vesting conditions.

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COMPENSATION DISCUSSION AND ANALYSIS
 

How We Benchmark Total Direct Compensation
Primary Benchmark:
Custom Peer Group
Proxy Data
Proxy data from our custom peer group serves as the Compensation Committee's principal reference group for Named Executive compensation.
For our Committee’s 2019 executive compensation review, this group consisted of 15 companies with whom we compete for executive talent from the aerospace and defense industry. The companies comprising our custom peer group for 2019 are listed at the end of this CD&A.
Compensation information from this group represented the actual, non-regressed 2017 compensation reported in 2018 publicly available SEC filings.
The committee also utilizes the custom peer group to benchmark the design of our incentive compensation.
Secondary Benchmark:
Willis Towers Watson 2018 General Industry Executive Compensation Survey
Exequity utilized the Willis Towers Watson’s survey to serve as the Compensation Committee’s secondary benchmark for NEOs and as the primary reference for all other executives in setting the amount of executive compensation in 2019.
Exequity includes all companies within Willis Towers Watson’s 2018 General Industry Executive Compensation Survey. Survey data focused on general industry companies with revenues between $1B and $3B.
On an annual basis, Exequity provides the Compensation Committee with an analysis comparing prior year executive target compensation to compensation for comparable positions at the 25th, 50th (median) and 75th percentiles using survey data and, as applicable, data from public company proxy statements.

SECTION 3: COMPENSATION ANALYSIS AND OUTCOMES
2019 TARGET TOTAL DIRECT COMPENSATION OVERVIEW
The chart below shows the 2019 target total direct compensation for each Named Executive. The 2019 target total direct compensation for each of our Named Executives was within +/-15% of the survey range applicable to the executive.  
 
2019 TARGET TOTAL DIRECT COMPENSATION
Named Executive
 
Annual
Base Salary
($)
 
Annual
Incentive
($)
 
Long-Term
Incentive
($)
 
Target Total Direct
Compensation
($)
Rex D. Geveden
 
925,000
 
925,000
 
2,900,000
 
4,750,000
David S. Black
 
490,000
 
318,500
 
700,000
 
1,508,500
Thomas E. McCabe
 
525,000
 
341,250
 
600,000
 
1,466,250
Joseph W. Duling
 
462,000
 
300,300
 
525,000
 
1,287,300
Richard W. Loving
 
400,000
 
200,000
 
450,000
 
1,050,000
ANNUAL BASE SALARY
Our Compensation Committee generally reviews base salaries of our Named Executives on an annual basis with any adjustments to base salary effective April 1 of each year, with occasional reviews during the year to reflect promotions, increases in responsibilities or other compensation-related events. Set forth below are the base salaries for each of our Named Executives, as determined by the Compensation Committee based on its review of comparative market data for each Named Executive. 
2019 ANNUAL BASE SALARY ADJUSTMENTS 
Named Executive
 
January 2019 Salary ($)
 
April 2019 Salary ($)
Mr. Geveden
 
900,000
 
925,000
Mr. Black
 
480,000
 
490,000
Mr. McCabe
 
525,000
 
525,000
Mr. Duling
 
450,000
 
462,000
Mr. Loving
 
390,000
 
400,000

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ANNUAL INCENTIVE COMPENSATION
Overview and Design. We pay annual incentives to drive the achievement of key business results and to recognize individuals based on their contributions to those results. The Compensation Committee administers cash-based annual incentive compensation for our Named Executives through our Executive Incentive Compensation Plan (“EICP”), which was previously approved by our stockholders. The following provides details on the performance measures selected by our Compensation Committee for our 2019 annual incentive plan.
2019 EICP Performance Measures
Financial (90%)
 
•  Operating Income (75%)
 
•  Free Cash Flow (15%)
Rationale:  Operating Income is our primary measure of profitability, which we believe is a strong driver of shareholder value; Free Cash Flow promotes management focus on strong cash flow generation to support our balanced capital deployment strategy between dividends, mergers and acquisitions and share repurchases.
 
Key Features:  No pay-out unless at least threshold BWXT consolidated operating income performance goal is achieved; financial performance determines the maximum amount a Named Executive can earn.
 
Pay-Out Calculation: Ranges from 0% - 200% based on achievement of goals; result is referred to as the “Financial Multiplier.”
Individual (10%)
 
•  Safety
Rationale:  Allows our CEO (or the Compensation Committee, in the case of Mr. Geveden) to differentiate incentive pay-outs among our Named Executives by exercising discretion on the target amount of each Named Executive’s individual performance component, based on the assessment of each Named Executive’s individual performance during 2019.
 
Safety Component:  A key component of the success of our business is safety, and TRIR and DART performance targets are included in the individual goal to focus attention on day-to-day operational safety by measuring (i) the rate of recordable workplace injuries and (ii) the severity of injuries, respectively. There is a deduction for each of the TRIR and DART safety metrics if the target is not achieved.
 
Pay-Out Calculation:  Ranges from 0% - 100%, multiplied by the “Financial Multiplier;” referred to as the “Individual Performance Result.”
 
The Compensation Committee established the following financial performance goals for 2019.
 
2019 EICP Financial Goals
Metric
(Weight)
BWXT
Business
Unit
Threshold Goal
80% of Target
50% Payout
Target Goal
100% of Target
100% Payout
Maximum Goal
120% of Target
200% Payout
Actual
Operating Income (75%)
BWXT
Consolidated
$265.7 million 
$332.1 million 
$398.5 million
$331.9 million
Free Cash Flow (15%)
BWXT
Consolidated
$38.1 million
$47.6 million
$57.2 million
$60.4 million
Regardless of the level of performance achieved, the Compensation Committee retains the right to adjust the amount of annual incentive compensation payable in its discretion.
Summary of EICP Payments. The total payout percentage represents the combined results of applicable financial, individual and safety performance for each Named Executive. The amount paid under the EICP for 2019 can be illustrated by the following formula:
Total Cash Award = Earnings from Salary  x  Target  %  x  Total Payout  % (0 – 200%)
The Total Payout % is the sum of the Financial Multiplier and Individual Performance Result.
The following table indicates the amount earned under the EICP by our Named Executives based for the 2019 performance period (January 1 - December 31, 2019). For each Named Executive, the financial performance result (the Weighted Financial Performance Percentage) established the maximum eligible amount of EICP for 2019 (the Eligible Amount).

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ANALYSIS OF 2019 EICP PAYOUT
 
Mr. Geveden
Mr. Black
Mr. McCabe
Mr. Duling
Mr. Loving
Earnings from Salary
$
918,750

$
487,500

$
525,000

$
459,000

$
397,500

Target Percentage
100
%
65
%
65
%
65
%
50
%
Weighted Financial Performance Percentage(1)
116.7
%
116.7
%
116.7
%
118.2
%
116.7
%
Eligible Amount(2)
$
1,072,181

$
369,793

$
398,239

$
352,650

$
231,941

Total 2019 EICP Pay-Out(3)
$
1,050,407

$
362,283

$
398,136

$
345,668

$
231,882

Total 2019 Pay-Out Multiplier
98.0
%
98.0
%
100.0
%
98.0
%
100.0
%
(1)
The financial performance for all Named Executives is based on BWXT consolidated financial results, except for Mr. Duling, for whom operating income is measured on the results for the Nuclear Operations Group.
(2)
Amounts may not foot due to rounding.
(3)
Amount is based upon financial and individual performance results, including safety.
Analysis of Target Percentage.  The Compensation Committee set target percentages indicated in the table during its annual review of executive compensation in February 2019. The target percentages were not changed for the Named Executives in 2019.
2019 TARGET ANNUAL INCENTIVE COMPENSATION
Named Executive
 
EICP
Target %(1)
Mr. Geveden
 
100%
Mr. Black
 
65%
Mr. McCabe
 
65%
Mr. Duling
 
65%
Mr. Loving
 
50%
(1)
Each Named Executive’s EICP target compensation was calculated by multiplying the applicable EICP Target % by the applicable projected earnings from salary during 2019. See “Executive Compensation – Summary Compensation Table” for each Named Executives’ earnings from salary during 2019.
At the time the Compensation Committee established the 2019 financial goals, it designed the 2019 annual incentive plan to exclude from actual operating income results the effect of certain pre-established items that it believed would not reflect operating performance, including (1) expenses associated with restructuring activity or asset acquisitions or dispositions, (2) pension accounting mark-to-market losses, (3) losses in respect of legal proceedings, divestitures, and impairment to assets, (4) acquisition related amortization and (5) other unusual or non-recurring items.
Analysis of 2019 EICP Performance Results.  The following table summarizes the level of financial performance and safety results, included in the individual goals, relative to the target goals.
403323830_chart-c0b76232d6eb5562902.jpg
(1) For purposes of calculating Mr. Duling's EICP payout, operating income results for the Nuclear Operations Group were 118.2% of target.

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Analysis of Financial Performance.  The adjusted financial performance results for the 2019 Performance Period achieved a 116.7% pay-out for each of our Named Executives (118.2% for Mr. Duling) before taking into account safety and individual performance. These results included mandatory, pre-established adjustments from our GAAP operating income results for the items discussed on the previous page.
Analysis of Safety and Individual Performance.  The following table sets forth the target goals applicable to each safety metric and the level of achievement in 2019:
2019 Safety Goals and Actual Results
Safety Metric
 
Target
 
Actual Result
TRIR
 
0.74
 
0.64
DART
 
0.26
 
0.17
Total Safety Multiplier
 
3%
 
3%
Our Named Executives are also evaluated on pre-established individual performance goals. For Mr. Geveden, the Compensation Committee evaluates his individual performance based on the following criteria: (1) leadership; (2) strategic planning; (3) financial results; (4) succession planning; (5) communications; and (6) Board relations. Our other Named Executives are evaluated on performance goals specific to their respective roles and responsibilities. 
LONG-TERM INCENTIVE COMPENSATION
Analysis of 2019 Target Long-Term Incentive Awards.  In determining the type and mix of stock granted to our Named Executives, the Compensation Committee seeks to maintain a strong correlation between pay and performance while promoting retention of key employees. The Compensation Committee allocated 2019 long-term incentive compensation as follows:
2019 Long-Term Incentive Vehicles
403323830_a2017longtermincentiveawardv.jpg
PERFORMANCE RESTRICTED STOCK UNITS
Attributes
Rationale
Vest between 0% and 200% of the amount of initial shares granted depending on cumulative diluted EPS performance (50% weighting) and average return on invested capital ("ROIC") performance (50% weighting) attained during performance period.
Performance period runs from January 1, 2019 through December 31, 2021.
For each performance measure, results at the threshold, target and maximum goals produce vesting at 50%, 100% and 200%, respectively, of the initial performance restricted stock units granted.
Vesting for performance results between threshold and target or target and maximum is determined by linear interpolation. No amount will vest with respect to any performance measure unless threshold results are attained.
We believe that over the long-term, there is a high degree of correlation between earnings per share and stock price.
Accordingly, we use earnings per share in long-term stock-based compensation to more closely align our goals with stockholder interests.
We believe using different performance measures than in the annual incentive compensation program reduces the focus on a single metric at the expense of others, helping to mitigate risk related to incentive compensation.
Including ROIC helps promote management focus on asset utilization.


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The Compensation Committee sets target and maximum goals based on the sum of earnings per share estimates for each year of the Performance Period. To complement financial results under our annual incentive compensation program, we derived the estimates from the operating income target goal used in 2019 annual incentive compensation and assumed earnings per share growth rates of 11% and 16% for target and maximum goals, respectively.

We set the threshold goal at 80% of the cumulative earnings per share target goal, consistent with the structure of annual incentive compensation. Earnings per share results include the effect of share repurchases conducted during the performance period. We set threshold, target and maximum goals for average ROIC at 13%, 16% and 19%, which the Compensation Committee determined to be appropriate based on management’s projections of the Company’s financial results during the Performance Period.
For more information regarding the 2019 restricted stock units, see the Grants of Plan-Based Awards table under “Compensation of Executive Officers” below and disclosures under “Compensation of Executive Officers – Estimated Future Payouts Under Equity Incentive Plan Awards.”
2017 PERFORMANCE RESTRICTED STOCK UNITS
In 2017, the Committee established the following financial performance goals for the performance restricted stock units over the January 1, 2017 to December 31, 2019 performance period.
 
2017 Performance Restricted Stock Unit Goals
Metric
(Weight)
Threshold Goal
80% of Target
50% Payout
Target Goal
100% of Target
100% Payout
Maximum Goal
120% of Target
200% Payout
Actual
Three-Year Cumulative Earnings per Share (50%)
$5.06
 
$6.32
 
$7.03
 
$6.45
 
Return on Invested Capital (50%)
11.5%
 
14.5%
 
17.5%
 
16.4%
 
Regardless of the level of performance achieved, the Compensation Committee retains the right to decrease the amount of long-term incentive compensation payable in its discretion.
Based on the exceeding the three-year cumulative earnings per share and return on invested capital goals, the Compensation Committee determined the number of shares earned under the 2017 Performance Restricted Stock Unit Award in February 2020. The following table indicates the shares earned under the LTIP by our Named Executives for the 2017 to 2019 performance period (January 1, 2017 to December 31, 2019). 
ANALYSIS OF 2017 PERFORMANCE RESTRICTED STOCK UNIT PAYOUT
 
Mr. Geveden
Mr. Black
Mr. McCabe(2)
Mr. Duling
Mr. Loving
Target Award (in Shares)
30,309

7,906


2,635

5,271

Weighted Financial Performance Percentage(1)
141.0
%
141.0
%

141.0
%
141.0
%
Total Earned Shares
42,736

11,148


3,716

7,433

Total 2019 Pay-Out Multiplier
141.0
%
141.0
%

141.0
%
141.0
%
(1)
The weighted financial performance is based on BWXT consolidated financial results 50% for three-year cumulative earnings per share and 50% for return on invested capital over the measurement period.
(2)
Mr. McCabe joined the Company in July 2018 and did not participate in the 2017 Performance Restricted Stock Unit award.
 

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COMPENSATION DISCUSSION AND ANALYSIS

Value of 2019 Target Long-Term Incentive Compensation.  The following table shows the 2019 target long-term incentive compensation for each Named Executive.
2019 TARGET LONG-TERM INCENTIVE COMPENSATION
Named
Executive
 
Target
Value
Mr. Geveden
 
 
$
2,900,000

 
Mr. Black
 
 
700,000

 
Mr. McCabe
 
 
600,000

 
Mr. Duling
 
 
525,000

 
Mr. Loving
 
 
450,000

 
Sizing Long-Term Incentive Compensation.  When granting stock, the Compensation Committee targets a dollar value rather than a number of shares, units or options. The number of restricted stock units granted can be expressed through the following formula:
Number of RSUs Granted = Target Value ($)  / Stock Valuation ($)
The target value was set by the Compensation Committee as previously discussed. The stock valuation was determined based on the closing price of our common stock on the NYSE on the date of grant. To ensure that restricted stock units vest in equal installments during the three-year vest term, the number of shares calculated was rounded to the nearest multiple of three. 
 
SECTION 4: OTHER BENEFITS AND PRACTICES
OTHER BENEFITS AND PERQUISITES
Subject to applicable eligibility rules, our Named Executives receive all of the benefits offered to other BWXT employees generally, including medical and other health and welfare benefits and participation in our qualified defined benefit plans. We offer these benefits to our Named Executives and other employees to promote retention. Our Named Executives receive additional limited perquisites, which we provide to attract and retain key personnel.
We provide the following perquisites to our Named Executives: relocation and temporary housing assistance, annual physicals, tax and financial planning services, reimbursement of limited expenses in connection with a spouse accompanying them on business travel and other miscellaneous items. We believe the personal benefits offered to our Named Executives are reasonable and appropriate. We also provide our Named Executives with limited tax assistance with respect to relocation and the reimbursement of limited spousal expenses discussed above. For relocation, the Company provides tax assistance to Named Executives on the same basis provided to other employees receiving relocation assistance.
For a description of the values and valuation methodology associated with perquisites provided in 2019, see the notes and narratives to the Summary Compensation Table under “Compensation of Executive Officers” below.
RETIREMENT BENEFITS
Overview.  We provide retirement benefits through a combination of (1) qualified and non-qualified defined benefit pension plans (our “Pension Plans”), (2) qualified and non-qualified defined contribution retirement plans (our “Thrift Plans”), and (3) a supplemental non-qualified defined contribution executive retirement plan. Due to the volatility, cost and complexity associated with defined benefit plans, we have taken steps over the past several years to shift away from traditional defined benefit plans toward defined contribution plans by closing our pension plans to new and unvested salaried employees and freezing benefit accruals for existing salaried participants with less than five years of credited service. In 2012, we announced that all benefit accruals for salaried employees still accruing benefits under the Pension Plans would be frozen following a transition period. Those benefit accruals were frozen effective December 31, 2015. In lieu of future defined benefit plan accruals under those plans, we provide additional cash contributions to eligible employees’ Thrift Plan account, discussed below.
Pension Plans.  As a result of the recent changes in eligibility requirements, none of our Named Executives other than Mr. Black participate in our Pension Plans, which are comprised of qualified and non-qualified excess retirement plans. The excess plan covers a small group of highly compensated employees whose ultimate benefits under the qualified Pension Plans are reduced by Internal Revenue Code (“IRC”) limits on the amount of benefits that may be provided, and on the amount of compensation that may be taken into account in computing benefits. Benefits under the non-qualified excess plan in which our Named Executives participate are paid from the general

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assets of the Company. See the “Pension Benefits” table under “Compensation of Executive Officers” below for more information regarding the Pension Plans.
Thrift Plans.  We maintain two primary defined contribution retirement plans: (1) a broad-based, qualified 401(k) plan (our “401(k) Plan”) and (2) a non-qualified restoration plan (our “Restoration Plan”). All of our Named Executives participated in the 401(k) Plan in 2019. Our Compensation Committee established the Restoration Plan to (1) more closely align our executive retirement plans with general and industrial market practices, (2) ensure the competitiveness of retirement benefits for our executives who are not eligible to participate in our Pension Plans, and (3) mirror the dual qualified and non-qualified plan design of our Pension Plans. Our Restoration Plan seeks to restore benefits provided by our 401(k) Plan that are precluded by IRC limits on eligible compensation and total contributions. The Restoration Plan contains the same principal components as our 401(k) Plan. All of our Named Executives participated in our Restoration Plan in 2019. Our obligations under the Restoration Plan are unfunded and plan benefits are payable from the general assets of the Company.    
Supplemental Plans.  We also maintain a supplemental executive retirement plan (our “SERP”). The SERP provides participants with additional opportunities to defer the payment of certain compensation earned from us. In 2016, we discontinued Company contributions to participants’ SERP accounts, but participants may still make individual contributions to their notional accounts.
See the “Nonqualified Deferred Compensation” table and accompanying narrative under “Compensation of Executive Officers” below for more information about the Restoration Plan and SERP.
SEVERANCE ARRANGEMENTS
BWXT Severance Plan.  Prior to 2012, we maintained a broad-based severance plan to provide a measure of financial assistance to eligible employees who are involuntarily terminated in connection with a permanent reduction in force. In 2012, in consultation with Hay Group, the Committee's executive compensation consultant at that time, the Compensation Committee approved the replacement of our broad-based plan with a new modified plan and approved a new executive severance plan. The BWX Technologies, Inc. Executive Severance Plan was amended and restated as of July 1, 2015.
Change-in-Control Agreements.  The Compensation Committee has offered change-in-control agreements to executives, including Named Executives, since 2010. We believe change-in-control agreements protect stockholders’ interests by serving to:
attract and retain top-quality executive management;
assure both present and future continuity of executive management in the event of a threatened or actual change in control; and
ensure the objective focus of executive management in the evaluation of any change in control opportunities.
Our change-in-control agreements contain what is commonly referred to as a “double trigger,” that is, they provide cash benefits only upon a qualified termination of the executive within 30 months following a change in control. Stock awards are subject to the terms of the award agreements and vest outstanding stock immediately on the occurrence of a change in control, regardless of whether there is a subsequent termination of employment. Upon approval of the BWXT 2020 Omnibus Incentive Plan, vesting of future stock awards in the event of a change in control will be subject to a double trigger. Additionally, the change-in-control agreements do not provide any tax gross-up on the benefits following a qualified termination. Instead, the change-in-control agreements contain a “modified cutback” provision, which acts to reduce the benefits payable to an executive to the extent necessary so that no excise tax would be imposed on the benefits paid, but only if doing so would result in the executive retaining a larger after-tax amount. The provision was included with the intent of benefiting the Company by seeking to preserve the tax deductibility of the benefits paid under the agreement, without compromising the objectives for which the agreement was approved.
See the “Potential Payments Upon Termination or Change in Control” tables under “Compensation of Executive Officers” below and the accompanying disclosures for more information regarding the change in control agreements with our Named Executives, events considered to be change in control events and other plans and arrangements that have different trigger mechanisms relating to a change in control.
OTHER COMPENSATION POLICIES AND PRACTICES
Stock Ownership Guidelines.  We maintain stock ownership guidelines for our executives and non-management directors. These guidelines establish minimum stock ownership levels of two to five times annual base salary for our

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executives, and five times annual base retainer for non-management directors. Below are the minimum ownership levels for our non-management directors and executives, including our Named Executives:
Non-management Directors – Five times (5x) annual base retainer
Chief Executive Officer – Five times (5x) annual base salary 
Other Named Executives – Three times (3x) annual base salary
Directors and executives have five years to achieve their respective minimum ownership levels. The Governance Committee annually reviews the compliance with these guidelines and has discretion to waive or modify the stock ownership guidelines for directors and executives. No executive or director is authorized to sell any shares of our common stock (other than to satisfy applicable withholding tax obligations resulting from a transaction involving such stock or to cover the exercise price of stock options) unless they have met their respective guideline. All of our directors and Named Executives are either in compliance with the stock ownership guidelines or are positioned to achieve compliance within the required time period.
Timing of Stock Awards.  To avoid timing stock awards ahead of the release of material nonpublic information, the Compensation Committee generally approves our annual stock-based awards effective as of the third day following the filing of our annual report on Form 10-K or quarterly report on Form 10-Q with the Securities and Exchange Commission. We have followed this practice for all long-term incentive compensation grants to Named Executives since 2005, subject to certain limited exceptions.
Hedging, Pledging and Short Sale Policies.  We maintain a policy that prohibits all directors, officers and employees from trading in puts, calls or other options on Company securities and otherwise engaging in hedging or monetization transactions, such as zero-cost collars and forward-sale contracts, that are designed to hedge or offset any decrease in the market value of Company securities. Our policy also prohibits directors, officers and employees from holding Company securities in margin accounts, pledging Company securities and engaging in short sales of company securities. This policy applies to all Company securities, including common stock, preferred stock, restricted stock, stock options, bonds and notes, held by directors, officers and employees whether granted by the Company or held directly or indirectly by the individual.
Clawbacks.  Incentive compensation awards include provisions allowing us to recover excess amounts paid to individuals who knowingly engaged in a fraud resulting in a restatement. The Compensation Committee may also terminate any outstanding stock award if the recipient (i) is convicted of a misdemeanor involving fraud, dishonesty or moral turpitude or a felony, or (ii) engages in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of the Company.
Proxy Data Custom Peer Group for 2019 Compensation. Set forth below are the peer companies we have selected as our primary benchmark for 2019 compensation purposes.
AAR Corp
Esterline Technologies Corporation(2)
KLX Inc.(4)
Aerojet Rocketdyne Holdings, Inc.
Harris Corporation(3)
Moog Inc.
Astronics Corporation
HEICO Corp.
Orbital ATK, Inc.(5)
Cubic Corporation
Hexcel Corporation
Teledyne Technologies Incorporated
Curtiss-Wright Corporation
Huntington Ingalls Industries, Inc.
TransDigm Group Incorporated
Engility Holdings Inc.(1)
 
 
____________
(1) Engility Holdings Inc. was acquired by Science Applications International Corporation in January 2019.
(2) Esterline Technologies Corporation was acquired by Transdigm Group Incorporated in March 2019.
(3) Harris Corporation merged with L3 Technologies, Inc. in June 2019.
(4) KLX Inc. was acquired by The Boeing Company in October 2018.
(5) Orbital ATK, Inc. was acquired by Northrop Grumman Corporation in June 2018.
Deductibility of Executive Compensation.  In accordance with Section 162(m) of the Code and the recent passage of H.R. 1, the Tax Cuts and Jobs Act, on December 22, 2017, the deductibility for federal corporate income tax purposes of compensation paid to certain of our executive officers in excess of $1 million in any year is now generally restricted. Under the version of Section 162(m) of the Code in effect prior to January 1, 2018, certain performance-based compensation in excess of $1 million in a year was deductible by the Company if certain requirements were met and certain executive officers were excluded from the coverage of Section 162(m) of the Code. Although the Compensation Committee considers and evaluates the impact of Section 162(m), it believes that the tax deduction is only one of several relevant considerations in setting compensation. Accordingly, where it is deemed necessary and in the best interests of the Company to attract and retain the best possible executive talent to compete successfully and to motivate such executives to achieve the goals inherent in our business strategy, the Compensation Committee has in the past approved and in the future may approve compensation to

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executive officers which exceeds the deductibility limits or otherwise may not qualify for deductibility. In this regard, certain portions of compensation paid to the Named Executives may not be deductible for federal corporate income tax purposes under Section 162(m) of the Code.

COMPENSATION COMMITTEE REPORT
The following report of the Compensation Committee shall not be deemed to be “soliciting material” or to otherwise be considered “filed” with the SEC or be subject to Regulation 14A or 14C (other than as provided in Item 407 of Regulation S-K) or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that BWXT specifically incorporates it by reference into such filing.
We have reviewed and discussed the Compensation Discussion and Analysis with BWXT’s management and, based on our review and discussions, we recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.
 
THE COMPENSATION COMMITTEE
 
Barbara A. Niland, Chair
 
Jan A. Bertsch
 
Kenneth J. Krieg
 
Robb A. LeMasters



 
 

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COMPENSATION OF EXECUTIVE OFFICERS
The following table summarizes prior compensation of our Named Executives for the time periods in which each was a Named Executive.
SUMMARY COMPENSATION TABLE
Name and Principal Position
Year
Salary(1)
Bonus(2)
Stock
Awards(3)
Non-Equity
Incentive Plan
Compensa-tion(4)
Change in
Pension
Value and
Nonqual-ified
Deferred
Compen-sation
Earnings(5)
All Other
Compensation(6)
Total
 
 
 
 
 
 
 
 
 
Rex D. Geveden
President and Chief Executive Officer
2019
$
918,750

$

$
2,899,906

$
1,050,407

$

$
172,445

$
5,041,508

2018
850,000


2,852,049

853,315


168,062

4,723,426

2017
693,750

212,500

2,442,569

939,284


117,549

4,405,652

David S. Black
Senior Vice President and Chief Financial Officer
2019
487,500


699,950

362,283

264,166

88,174

1,902,073

2018
472,500


686,548

314,926


106,298

1,580,272

2017
435,000


637,103

392,648

73,478

115,839

1,654,068

Thomas E. McCabe
Senior Vice President, General Counsel, Chief Compliance Officer and Secretary
2019
525,000


600,054

398,136


71,123

1,594,313

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Joel W. Duling
President, BWXT Nuclear Operations Group, Inc.
2019
459,000


524,898

345,668


79,755

1,409,321

2018
401,583


528,032

235,682


149,224

1,314,521

 
 
 
 
 
 
 


Richard W. Loving
Senior Vice President
and Chief Administrative Officer
2019
397,500


449,950

231,882


53,783

1,133,115

2018
380,000


475,342

194,826


56,311

1,106,479

 
 
 
 
 
 
 
 
(1)
See “Salary” below for a discussion of the amounts reported in this column.
(2)
See "Bonus" below for a discussion of the amounts reported in this column.
(3)
See “Stock and Option Awards” below for a discussion of the amounts included in this column.
(4)
See “Non-Equity Incentive Plan Compensation” below for a discussion of the amounts included in this column.
(5)
See “Change in Pension Value and Nonqualified Deferred Compensation Earnings” below for a discussion of the amounts included in this column.
(6)
See “All Other Compensation” below for a discussion of the 2019 amounts included in this column.
Salary.  Amounts reported in the “Salary” column above include amounts that have been deferred under our qualified and non-qualified deferred compensation plans.
Bonus.  The amounts reported in this column for Mr. Geveden represent a one-time bonus he received in two 50% installments in 2016 and 2017 stemming from joining the Company as our Chief Operating Officer in October 2015. The bonus represents reimbursement for cash he forfeited from his previous employer and was subject to 100% reimbursement to the Company if Mr. Geveden voluntarily left the Company on or prior to the first anniversary of such payment.
Stock Awards.  The amounts reported in the “Stock Awards” column for each Named Executive represent the aggregate grant date fair value of all stock awards granted to Named Executives in 2019 computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718, excluding the effect of estimated forfeitures.
The amounts reported in the "Stock Awards" column include the grant date fair values of restricted stock units and performance restricted stock units granted to our Named Executives in 2019. The values for performance restricted stock units are based on our Named Executives attaining target performance levels, which we determined was the probable outcome at the time of grant. Assuming maximum performance levels were probable, the grant date fair value of each Named Executive's performance restricted stock unit awards would be as follows: $3,479,928 for Mr. Geveden; $839,961 for Mr. Black; $629,919 for Mr. Duling; $539,960 for Mr. Loving and $719,982 for Mr. McCabe.
For a discussion of the valuation assumptions used in determining the grant date fair value, see Note 9 to our consolidated financial statements  included in our annual report on Form 10-K for the year ended December 31, 2019.

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See the “Grants of Plan-Based Awards” table for more information regarding the stock awards granted to our Named Executives in 2019.
Non-Equity Incentive Plan Compensation.  The amounts reported in the “Non-Equity Incentive Plan Compensation” column are attributable to the annual incentive awards earned under our EICP. See the “Grants of Plan-Based Awards” table for more information regarding the annual incentive awards earned in 2019.
Change in Pension Value and Nonqualified Deferred Compensation Earnings.  The amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column represent the changes in actuarial present values of the accumulated benefits under defined benefit plans, determined by comparing the prior completed fiscal year end amount to the covered fiscal year end amount. The discount rates applicable to our pension plans are 3.35% and 3.17% for the Qualified Plan and Excess Plan, respectively, at December 31, 2019. The discount rate applicable to our qualified pension plans at December 31, 2018 and December 31, 2017 was 4.36% and 3.71%, respectively. Mr. Black is the only Named Executive who is a participant in these plans, and the change in his actuarial present value was $264,166 in 2019.
All Other Compensation.    The amounts reported for 2019 in the “All Other Compensation” column are attributable to the following:
ALL OTHER COMPENSATION
Named Executive
Thrift Plan
Contributions
Restoration
Plan
Contributions
Dividend
Equivalents
Tax Reimbursement
Perquisites
Total
Mr. Geveden
$
16,582

$
38,325

$
103,372

$
679

$
13,487

$
172,445

Mr. Black
27,005

22,825

25,694


12,650

88,174

Mr. McCabe
16,800

14,700

11,080


28,543

71,123

Mr. Duling
20,264

14,320

15,135

5,233

24,803

79,755

Mr. Loving
16,800

7,050

17,283


12,650

53,783

Thrift Plan Contributions and Restoration Plan Contributions.  The amounts reported in these columns represent the total amount of matching and service-based contributions made to each Named Executive under our Thrift Plan and our Restoration Plan, respectively. Under our Thrift Plan, we will match 50% of employee’s contributions, up to 6%. Under our Restoration Plan, we will match 50% of the first 6% of employee’s deferral contributions. For information regarding our Thrift Plan and Restoration Plan matching contributions and service-based contributions, see “Compensation Discussion and Analysis – Other Benefits and Practices – Retirement Benefits” above. 
Dividend Equivalents.  The amounts listed in this column for each Named Executive represent the value of dividend equivalents credited to their unvested restricted stock unit and performance restricted stock unit awards in 2019. Each dividend equivalent is equal to $0.17 per share of common stock underlying the unvested or deferred restricted stock unit or performance restricted stock units for dividends paid to stockholders of the Company for each quarter of 2019. Dividend equivalents credited to unvested restricted stock units and performance restricted stock units are subject to the same vesting period as the restricted stock units with respect to which the dividend equivalents are paid. Dividend equivalents credited to deferred restricted stock units and performance restricted stock units are subject to the same deferral period as the restricted stock units with respect to which the dividend equivalents are paid.
Tax Reimbursements. The amounts reported reflect tax reimbursements in 2019 for imputed income related to payments made for a Named Executive's spouse to attend Company events for Messrs. Geveden and Duling, as well as tuition reimbursement for Mr. Duling. See Perquisites below for additional information.
Perquisites.  In accordance with SEC rules, perquisites and other personal benefits received by a Named Executive are not included if their aggregate value does not exceed $10,000. The perquisites and other personal benefits reported for our Named Executives in 2019 are as follows:
The amount reported for Mr. Geveden is attributable to $12,650 for financial planning services and travel, meals and other expenses associated with his spouse accompanying him at a Company event.
The amount reported for Mr. Black is attributable to $12,650 for financial planning services.
The amount reported for Mr. Duling is attributable to $9,685 for tuition reimbursement, $12,650 for financial planning services and travel, meals and other expenses associated with his spouse accompanying him at a Company event.

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The amount reported for Mr. Loving is attributable to $12,650 for financial planning services.
The amount reported for Mr. McCabe is attributable to $15,893 in relocation and temporary housing costs and $12,650 for financial planning services.
We calculate all perquisites and personal benefits based on the incremental cost we incur to provide such benefits. For financial planning services, we compute incremental cost based on the sum of (1) the actual cost incurred by us for the financial planning service for the applicable Named Executive and (2) a pro-rated portion of the fee our Company pays to the third party firm that provides the financial planning services.
GRANTS OF PLAN-BASED AWARDS
The following table provides additional information on stock awards and non-equity incentive plan awards made to our Named Executives during the year ended December 31, 2019. No stock option awards were granted to our Named Executives in 2019.
 
Grant
Date
Committee
Action
Date
Estimated Future Payouts
Under Non-Equity Incentive Plan
Awards(1)
Estimated Future Payouts
Under Equity Incentive Plan
Awards; Number of Shares of Stock or Units(2)
All Other
Stock 
Awards: Number of Shares of Stock or
Units(3)
Grant Date
Fair Value
of Stock
Awards(4)
Name
Threshold
Target
Maximum
Threshold
Target
Maximum
Rex D. Geveden
3/1/2019
2/28/2019
$
459,375

$
918,750

$
1,837,500

 
 
 
 
 
 
3/1/2019
2/28/2019
 
 
 
16,808

33,616

67,232

 
$
1,739,964

 
3/1/2019
2/28/2019
 
 
 
 
 
 
22,410

1,159,942

 
 
 
 
 
 
 
 
 
 
 
David S. Black
3/1/2019
2/28/2019
158,438

316,875

633,750

 
 
 
 
 
 
3/1/2019
2/28/2019
 
 
 
4,057

8,114

16,228

 
419,981

 
3/1/2019
2/28/2019
 
 
 
 
 
 
5,409

279,970

 
 
 
 
 
 
 
 
 
 
 
Thomas E. McCabe
3/1/2019
2/28/2019
170,625

341,250

682,500

 
 
 
 
 
 
3/1/2019
2/28/2019
 
 
 
3,478

6,955

13,910

 
359,991

 
3/1/2019
2/28/2019
 
 
 
 
 
 
4,638

240,063

 
 
 
 
 
 
 
 
 
 
 
Joel W. Duling
3/1/2019
2/28/2019
149,175

298,350

596,700

 
 
 
 
 
 
3/1/2019
2/28/2019
 
 
 
3,043

6,085

12,170

 
314,960

 
3/1/2019
2/28/2019
 
 
 
 
 
 
4,056

209,939

 
 
 
 
 
 
 
 
 
 
 
Richard W. Loving
3/1/2018
2/28/2019
99,375

198,750

397,500

 
 
 
 
 
 
3/1/2019
2/28/2019
 
 
 
2,608

5,216

10,432

 
269,980

 
3/1/2019
2/28/2019
 
 
 
 
 
 
3,477

179,970

 
 
 
 
 
 
 
 
 
 
 
(1)
Amounts shown represent the range of potential payouts under our annual incentive compensation plan. See “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” below for a discussion of the amounts included in this column. The actual amounts paid to our Named Executives are included in the Non-Equity Incentive Plan Compensation column of the “Summary Compensation Table” above.
(2)
See "Estimated Future Payouts Under Equity Incentive Plan Awards" below for a discussion of the amounts included in this column.
(3)
Amounts shown represent shares of our common stock underlying restricted stock units. See “All Other Stock Awards” below for a discussion of the amounts included in this column. 
(4)
See "Grant Date Fair Value of Stock Awards" below for a discussion of the amounts included in this column.

Estimated Future Payouts Under Non-Equity Incentive Plan Awards
The amounts shown in this column reflect the threshold, target and maximum pay opportunities for each Named Executive under the EICP for 2019. Generally, EICP payout depends on three principal factors: (1) financial performance, (2) the Named Executive’s target percentage, and (3) the Named Executive’s earnings from base salary. For 2019, the target percentage for each Named Executive was as follows: 
Named Executive
 
Target  Percentage
(% of Salary)
Rex D. Geveden
 
100%
David S. Black
 
65%
Thomas E. McCabe
 
65%
Joel W. Duling
 
65%
Richard W. Loving
 
50%

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The amounts reflected in the “target” column of the “Grants of Plan Based Awards” table represent the value of the payout opportunity under the EICP at target financial performance levels. All threshold, target and maximum amounts reported in the table above assume that our Compensation Committee exercises no discretion over the annual incentive compensation award ultimately paid. See “Compensation Discussion and Analysis — Compensation Analysis and Outcomes — Annual Incentive Compensation” above for more information about the 2019 EICP awards and performance goals.
Estimated Future Payouts Under Equity Incentive Plan Awards
The amounts shown reflect the threshold, target and maximum payout opportunities of performance restricted stock units granted in 2019 under the 2010 LTIP. Each grant represents a right to receive one share of BWXT common stock if performance targets are met. Upon vesting, the performance restricted stock units are settled into shares of BWXT common stock. The amount of performance restricted stock units that vest, if any, is determined based (1) 50% on the average annual ROIC during the three-year performance period and (2) 50% on the Company’s cumulative earnings per share during the same period. We withhold a portion of these shares to satisfy the minimum statutory withholding tax for each Named Executive due on vesting. The amounts shown in the “target” column represent the number of performance shares that will vest, which is 100% of the amount granted, if the target levels of average annual ROIC and cumulative earnings per share are attained. The amounts shown in the “maximum” column represent the number of performance shares that will vest, which is 200% of the amount granted, if the maximum level of average annual ROIC and cumulative earnings per share are attained. The amounts shown in the “threshold” column represent the minimum number of performance shares that will vest, which is 50% of the amount granted, if the threshold level of average annual ROIC and cumulative earnings per share are attained. No amount of performance shares will vest if the levels of both such performance metrics are less than the threshold performance level. See “Compensation Discussion and Analysis — Compensation Analysis — Long-Term Incentive Compensation” above for more information regarding the performance shares.
All Other Stock Awards
The amounts shown reflect 2019 grants of restricted stock units under our 2010 LTIP. Each restricted stock unit represents the right to receive one share of Company common stock and is generally scheduled to vest one-third each year beginning on the first anniversary of the date of grant. Upon vesting, the restricted stock units are settled into shares of Company common stock. We withhold a portion of these shares to satisfy the minimum statutory withholding tax for each Named Executive due on vesting. See “Compensation Discussion and Analysis — Compensation Analysis and Outcomes — Long-Term Incentive Compensation” for more information regarding the restricted stock units. 
 
Grant Date Fair Value of Stock Awards
The amounts included in the “Grant Date Fair Value of Stock Awards” column for each Named Executive represent the full grant date fair values of the equity awards computed in accordance with FASB ASC Topic 718. Under FASB ASC Topic 718, the fair value of equity awards is determined using the closing price of our common stock on the date of grant for restricted stock units. For more information regarding the compensation expense related to 2019 awards, see Note 9 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2019. The values for performance restricted stock units are based on our Named Executives attaining target performance levels.
The amounts reported in the “Grant Date Fair Value of Stock Awards” column for restricted stock unit awards do not factor in the value of dividend equivalents credited to each unvested restricted stock unit as a result of dividends on stock declared by the Company in 2019. For more information on the value of dividend equivalents credited to our Named Executives’ unvested restricted stock unit awards, see “All Other Compensation” under the “Summary Compensation Table.”

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2019
The following Outstanding Equity Awards at Fiscal Year-End table summarizes the equity awards we have made to our Named Executives that were outstanding as of December 31, 2019. We eliminated the use of stock options in 2016. None of our Named Executives had outstanding stock options as of December 31, 2019.
 
 
 
 
Stock Awards(1)
Name
 
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 Plan 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)
Rex D. Geveden
 
 
 
 
 
 
 
 
 
 
 
Restricted Stock Units
 
3/2/2017
 
7,074

(3) 
 
$
439,154

 
 
 


Performance RSU
 
3/2/2017
 
 
 
 


30,309
(8 
) 
 
$
1,881,583

Restricted Stock Units
 
3/2/2018
 
12,346

(4) 
 
766,440

 
 
 


Performance RSU
 
3/2/2018
 
 
 
 
 
26,205
(9 
) 
 
1,626,806

Restricted Stock Units
 
3/1/2019
 
22,410

(5) 
 
1,391,213

 
 
 
 
Performance RSU
 
3/1/2019
 
 
 
 
 
33,616
(10 
) 
 
2,086,881

 
 
 
 
 
 
 
 
 
 
 
 
David S. Black
 
 
 
 
 
 
 
 
 
 
 
Restricted Stock Units
 
3/2/2017
 
1,845

(3) 
 
114,538

 
 
 
 
Performance RSU
 
3/2/2017
 
 
 
 
 
7,906
(8 
) 
 
490,804
Restricted Stock Units
 
3/2/2018
 
2,972

(4) 
 
184,502

 
 
 
 
Performance RSU
 
3/2/2018
 
 
 
 
 
6,308
(9 
) 
 
391,601
Restricted Stock Units