DEF 14A of Babcock & Wilcox Enterprises, Inc., Apr 5, 2024

DEF 14A of Babcock & Wilcox Enterprises, Inc.

Filed Apr 5, 2024 · FY20230001104659-24-044259

Open on EDGAR

  1. INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

    INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES The Board currently includes seven highly qualified directors with skills aligned to our business and strategy who bring significant value and diversity to the Company. The Board is comprised of the following members:

  2. INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

    | NAME | CLASS | YEAR TERM EXPIRES | | Henry E. Bartoli | Class III | 2024 | | Naomi L. Boness | Class III | 2024 | | Philip D. Moeller | Class III | 2024 | | Joseph A. Tato | Class I | 2025 | | Kenneth M. Young | Class I | 2025 | | Alan B. Howe | Class II | 2026 | | Rebecca L. Stahl | Class II | 2026 |

  3. INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

    The Board currently consists of three classes of directors with each director serving a staggered three-year term. The Class I directors are Joseph A. Tato and Kenneth M. Young. The Class II directors are Alan B. Howe and Rebecca L. Stahl. The Class III directors are Henry E. Bartoli, Naomi L. Boness and Philip D. Moeller. If Proposal 1 is approved, the Board will convert to a transitional structure consisting of two classes of directors, with the directors in the new Class I serving until our 2026 annual meeting of stockholders and the directors in the new Class II serving until our 2025 annual meeting of stockholders. If Proposal 1 is approved, the directors currently in Class I and Class II will be designated as Class I directors, and the directors currently in Class III will be designated as Class II directors. Kenneth M. Young, a non-independent director, currently serves as Chairman of the Board. Because the Chairman is not an independent director, Alan B. Howe has been designated by the Board as Lead Independent Director in accordance with our Corporate Governance Principles. Unless otherwise directed, the persons named as proxies on the enclosed proxy card intend to vote “FOR” the election of the nominees listed in this proxy statement. If any nominee should become unavailable for election, the shares will be voted for such substitute nominee as may be proposed by the Board. However, we are not aware of any circumstances that would prevent any of the nominees from serving as a director. The following section provides information with respect to each nominee for election as a director and each director who will continue to serve as a director after the Annual Meeting. It includes the specific experience, qualifications and skills considered by the Governance Committee and the Board in assessing the appropriateness of the person to serve as a director (ages are as of April 1, 2024). Nominees

  4. INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

    | HENRY E. BARTOLI Director since 2020 Age: 77 | Qualifications: Henry E. Bartoli, a seasoned executive with more than 35 years of experience in the global power industry, served as Chief Strategy Officer for Babcock & Wilcox from 2018 to 2020. Before that, he was President and Chief Executive Officer of Hitachi Power Systems America, LTD from 2004 to 2014. From 2002 to 2004, he was Executive Vice President of The Shaw Group, after serving in a number of senior leadership roles at Foster Wheeler Ltd. from 1992 to 2002, including Group Executive and Corporate Senior Vice President, Energy Equipment Group, and Group Executive and Corporate Vice President and Group Executive, Foster Wheeler Power Systems Group. Before that, from 1971 to 1992, he served in a number of positions of increasing importance at Burns and Roe Enterprises, Inc. Mr. Bartoli also serves as a member of the Board of Directors of FERMILAB, United States’ premier particle physics laboratory owned by the U.S. Department of Energy. Mr. Bartoli received a Bachelor of Science Degree in Mechanical Engineering from Rutgers University and a Master of Science Degree in Mechanical Engineering from New Jersey Institute of Technology. In addition, Mr. Bartoli has held professional engineering licenses in California, Kentucky and New Jersey and is a former member of the Board of Trustees of Rutgers University. He also is a former member of the Board of Directors of the Nuclear Energy Institute. |

  5. INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

    | NAOMI L. BONESS Director since 2023 Age: 47 Board Committees Audit and Finance Related Party Transactions | Qualifications: Dr. Naomi Boness (Ph.D.), has served as the Managing Director of the Natural Gas Initiative at Stanford University since 2019 and the Co-Managing Director of the Stanford Hydrogen Initiative since 2021. Dr. Boness is an experienced practitioner in the energy sector and is focused on using her background in reservoir geophysics and technoeconomic modeling to develop technology solutions related to natural gas, hydrogen and decarbonization. In addition to her research, she teaches classes in earth science and energy engineering and recently co-designed a graduate class on the hydrogen economy. She also is passionate about connecting technology developers with industry to accelerate the deployment of new decarbonization technologies at scale. Prior to Stanford, Dr. Boness held a variety of technical and management positions at Chevron from 2006 to 2019. She also currently serves on the Board of Directors at Aemetis, a privately-held renewable fuels company, and geCKo Materials, a privately-held adhesive developer. She is Chairperson of the Advisory Board of Ambient Fuels, LLC, a privately-held green energy developer, and serves an advisor to a number of privately-held startups in the energy sector, including Ammobia, Veriten, EvolOH. Dr. Boness is a member of the Renewable Natural Gas Coalition Advisory Committee, a member of the Partnership to Address Global Emissions Advisory Council, a member of the Open Hydrogen Initiative Independent Expert Panel, a past invited member of the United Nations Expert Group on Resource Classification, and a past Chair of the Society of Exploration Geophysicists Oil and Gas Reserves Committee. As an advocate for women and gender equality, she is proud to be an Ambassador for the Women in Clean Energy, Education and Empowerment (C3E) Initiative. Dr. Boness holds a Doctorate in Geophysics from Stanford University, a Master’s Degree in Geological Sciences from Indiana University and a Bachelor’s Degree in Geophysics from the University of Leeds. |

  6. INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

    | PHILIP D. MOELLER Director since 2020 Age: 62 Board Committees Compensation Governance Related Party Transactions | Qualifications: The Honorable Philip D. Moeller is Executive Vice President, Business Operations Group and Regulatory Affairs at the Edison Electric Institute (EEI). EEI is the association that represents all of the nation’s investor-owned electric companies. Mr. Moeller has significant responsibility over a broad range of issues that affect the future structure of the electric power industry and new rules in evolving competitive markets. He has responsibility over the strategic areas of energy supply and finance, energy delivery, energy services, federal and state regulatory issues, and international affairs. Prior to joining EEI in February 2016, Mr. Moeller served as a Commissioner on the Federal Energy Regulatory Commission (FERC), ending his tenure as the second-longest serving member of the Commission. In office from 2006 through 2015, Mr. Moeller ended his service as the only Senate-confirmed member of the federal government appointed by both President George W. Bush and President Barack Obama. At FERC, Mr. Moeller championed policies promoting improved wholesale electricity markets, increasing investment in electric transmission and natural gas pipeline infrastructure, and enhancing the coordination of the electric power and natural gas industries. Earlier in his career, Mr. Moeller headed the Washington, D.C. office of Alliant Energy Corporation. He also served as a Senior Legislative Assistant for Energy Policy to U.S. Senator Slade Gorton (R-WA), and as the Staff Coordinator of the Washington State Senate Energy and Telecommunications Committee in Olympia, Washington. Mr. Moeller was born in Chicago and raised on a ranch near Spokane, Washington. He received a BA in Political Science from Stanford University. |

  7. INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

    Continuing Directors

  8. INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

    | ALAN B. HOWE Director since 2019 Age: 62 Board Committees Audit and Finance Compensation Governance Related Party Transactions | Qualifications: Alan B. Howe has over 30 years of extensive hands-on operational expertise combined with corporate finance, business development and corporate governance experience. Mr. Howe has a broad business background and has been exposed to a wide variety of complex business situations within large corporations, financial institutions, start-ups, small-caps and turnarounds. Currently, Mr. Howe is Managing Partner of Broadband Initiatives, LLC, a small boutique corporate advisory firm that he manages. His specialty is in providing board and C-level leadership working with small-cap and micro-cap companies (both public and private) particularly in turnaround situations. Mr. Howe has served both as a director and as a board chairman in over 29 public companies (and 4 private companies) in a variety of industries including telecom and wireless equipment, software, IT services, wireless RF services, manufacturing, semi-conductors, environmental technology and storage. In two situations, Mr. Howe was appointed interim CEO of turn-arounds where he previously served on the Board of Directors. |

  9. INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

    | REBECCA L. STAHL Director since 2020 Age: 50 Board Committees Audit and Finance Compensation Related Party Transactions | Qualifications: Rebecca Stahl has over 25 years’ experience in finance and accounting, and currently serves as Chief Financial Officer of The Association For Manufacturing Technology (AMT), an organization that represents and promotes U.S.-based manufacturing technology and its members who design, build, sell, and service the industry. Before joining AMT, she held positions of increasing responsibility at Lightbridge Communications Corporation (LCC), a multinational wireless engineering company, including serving as Chief Financial Officer from 2008 to 2015. While at LCC, she led several financing rounds, senior bank refinancing and M&A transactions that led to an eventual sale of the company in 2015. Prior to LCC, Ms. Stahl was with BT Infonet, a multinational data communications company, as a senior finance professional supporting a $600 million operation. From 1998-2000, she served in corporate finance for The Walt Disney Company in Burbank, Calif. She started her career at Arthur Anderson LLP serving clients of public and private companies in the real estate and financial services industries. Ms. Stahl is a certified public accountant. She earned a Bachelor of Science in Accounting from The Pennsylvania State University, and a Master of Business Administration from the Anderson School of Management at University of California Los Angeles, with an emphasis in Finance. Her professional affiliations include Women Corporate Directors, the American Institute of Certified Public Accountants and Virginia Society of Certified Public Accountants. |

  10. INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

    | JOSEPH A. TATO Director since 2020 Age: 70 Board Committees Audit and Finance Governance Related Party Transactions | Qualifications: Joseph A. Tato has significant leadership experience in the areas of energy and natural resources, infrastructure project development and finance, and has been counsel in some of the largest public-private partnership transactions completed to date including for energy and water projects in the U.S. and globally. Mr. Tato joined Steptoe LLP, in 2024 as Senior Counsel, responsible for project development and finance as well as energy transactional matters. Prior to joining Steptoe, from 2020 to 2024, Mr. Tato was Partner at Covington & Burling, LLP and then Senior Counsel in 2024, responsible for Project Development & Finance, as well as a member of its Africa and Latin America Practice Groups. From 2012 to 2020, he was a Partner with DLA Piper, LLP, and Chair of Projects and Infrastructure, as well as Co-Chair of its Energy Sector and a member of its Africa Committee. Before that, from 1983 to 2012, Mr. Tato was an associate and since 1988 a Partner with LeBoeuf, Lamb, Greene & MacRae, LLP (Dewey & LeBoeuf LLP), and served as Chair of Global Project Finance and its Africa Practice. He has served as Director, Cameroon Enterprises, since 2017. Additionally, he has served as Director, Covanta Energy Corporation, from 2000 to 2004, and as Assistant Secretary and Counsel to the Board of Directors of SITA U.S.A., a subsidiary of Suez, from 1996 to 1999. |

  11. INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

    | KENNETH M. YOUNG Director since 2020 Age: 60 Chairman of the Board | Qualifications: Kenneth Young is Chairman and Chief Executive Officer of Babcock & Wilcox, a leader in energy and environmental products and services for power and industrial markets worldwide. Mr. Young, who has served as Chief Executive Officer since November 2018 and Chairman since September 2020, has more than 30 years of global operational, executive and director experience primarily within the energy, communications and finance industries. Mr. Young also serves as President of B. Riley Financial, Inc., and Chief Executive Officer for B. Riley Principal Investments, a wholly owned subsidiary of B. Riley Financial. Before joining B. Riley, he held executive leadership positions with Lightbridge Communications Corporation (LCC), which was the largest independent telecom construction and services company in the world and a recognized leader in providing network services. Prior to joining LCC, Mr. Young was Chief Marketing and Operations Officer with Liberty Media’s TruePosition and held various senior executive positions with multiple corporations, including Cingular Wireless, SBC Wireless, Southwestern Bell Telephone and AT&T as part of his 16-year tenure within the now-combined AT&T Corporation. Mr. Young holds a Bachelor of Science in Computer Science from Graceland University and a Master of Business Administration from the University of Southern Illinois. Mr. Young has previously served on nine public company boards. |

  12. INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

    B. Riley Investor Rights Agreement On April 30, 2019, we entered into an investor rights agreement (the “Investor Rights Agreement”) with B. Riley Financial, Inc. (together with its affiliates, “B. Riley”). Pursuant to the Investor Rights Agreement, B. Riley retains its right to nominate one director to serve on our Board so long as B. Riley continues to meet certain quantitative ownership thresholds with regard to our common stock. As of the date hereof, B. Riley has the right to nominate one member of our Board. The Investor Rights Agreement also provides pre-emptive rights to B. Riley with respect to certain future issuances of our equity securities. Summary of Director Core Competencies and Attributes The Board provides effective and strategic oversight to support the best interests of us and our stockholders. The following chart summarizes the core competencies and attributes represented by each of the director nominees. More details on each director’s competencies are included in the director profiles on the previous pages.

  13. INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

    | Competencies / Attributes | Kenneth M. Young | Henry E. Bartoli | Naomi L. Boness | Alan B. Howe | Philip D. Moeller | Rebecca L. Stahl | Joseph A. Tato | | COMPLIANCE CONSIDERATIONS | | | | | | | | | Independent Director | | | ● | ● | ● | ● | ● | | Financial Expertise | ● | ● | ● | ● | ● | ● | ● | | CORE COMPETENCIES | | | | | | | | | Recent or current public company CEO/COO/CFO/GC | ● | | | ● | | | | | Power Generation | ● | ● | | | ● | | ● | | Manufacturing | ● | ● | | | | | ● | | Engineering and Construction | ● | ● | | ● | | | ● | | Utility / Power Transmission Distribution | ● | ● | | | ● | | ● | | International Operations | ● | ● | ● | ● | | ● | ● | | Emerging Energy Technologies | ● | ● | ● | ● | ● | ● | ● | | STRATEGIC COMPETENCIES | | | | | | | | | Financial (Reporting, Auditing, Internal Controls) | ● | ● | ● | ● | | ● | ● | | Strategy / Business Development / M&A | ● | ● | ● | ● | ● | ● | ● | | Human Resources / Organizational Development | ● | ● | | | ● | ● | ● | | Legal / Governance / Business Conduct | ● | ● | | ● | ● | ● | ● | | Risk Management | ● | ● | ● | | ● | ● | ● | | Public Policy / Regulatory Affairs | ● | ● | | | ● | | ● | | Environmental, Social & Corporate Governance (ESG) | ● | ● | ● | | ● | ● | ● | | Cybersecurity | ● | ● | | ● | ● | | ● | | PUBLIC COMPANY BOARD EXPERIENCE | | | | | | | | | Board of similar or larger size company | ● | | | ● | | | ● | | Audit / Finance committee experience with other companies | ● | | ● | ● | ● | | | | Compensation committee experience with other companies | | | ● | ● | ● | ● | | | Nomination / Governance committee experience with other companies | ● | | ● | ● | ● | | ● |

  14. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS The compensation reflected below summarizes the compensation earned by or paid to our directors who are not employed by us or any of our subsidiaries (“non-employee directors”) for services as members of the Board during fiscal year 2023. Directors who were also our employees did not receive any compensation for their service as directors. The compensation for Mr. Young, our Chief Executive Officer, is reported in the Summary Compensation Table below.

  15. 2023 Director Compensation Table

    2023 Director Compensation Table

  16. 2023 Director Compensation Table

    | NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(1) | ALL OTHER COMPENSATION(2) | TOTAL ($) | | Henry E. Bartoli | 85,000 | 94,998 | 225,000 | 404,998 | | Naomi L. Boness(3) | 21,250 | 45,528 | 0 | 66,778 | | Alan B. Howe | 115,000 | 94,998 | 0 | 209,998 | | Philip D. Moeller | 85,000 | 94,998 | 0 | 179,998 | | Rebecca L. Stahl | 105,000 | 94,998 | 0 | 199,998 | | Joseph A. Tato | 97,500 | 94,998 | 0 | 192,498 |

  17. 2023 Director Compensation Table

    (1) Represents the aggregate grant date fair value of stock awards granted to non-employee directors in 2023 computed in accordance with FASB ASC Topic 718. For additional information on the valuation of our equity awards, see Note 20 to our audited financial statements for the fiscal year ended December 31, 2023, included in our annual report on Form 10-K for the year ended December 31, 2023. Messrs. Bartoli, Howe, Moeller, Tato and Ms. Stahl were each awarded restricted stock units with respect to 16,964 shares of our common stock on May 28, 2023 which are scheduled to vest on the earlier of May 28, 2024 or the date of the Company’s 2024 Annual Meeting. The grant date fair value of each such award of restricted stock units was $94,998. Dr. Boness was awarded restricted stock units with respect to 19,709 shares of our common stock on November 9, 2023 which are scheduled to vest on the earlier of May 28, 2024 or the date of the Company’s 2024 Annual Meeting. The grant date fair value of such award was $45,528. (2) For Mr. Bartoli, reflects compensation paid pursuant to his consultant agreement. (3) Dr. Boness was appointed to the Board, effective November 9, 2023.

  18. Outstanding Equity Awards

    Outstanding Equity Awards As of December 31, 2023, Mr. Bartoli is our only non-employee director who held outstanding stock options. Mr. Bartoli held options to acquire 3,639 shares of our common stock. As of December 31, 2023, Messrs. Howe, Moeller, Tato, and Ms. Stahl each held unvested restricted stock units with respect to 16,964 shares of our common stock, Dr. Boness held unvested restricted stock units with respect to 19,709 shares of our common stock and Mr. Bartoli held unvested restricted stock units with respect to 41,964 shares of our common stock.

  19. KEY 2023 PROGRAM ELEMENTS

    | WHAT WE DO | WHAT WE DON’T DO | | Pay-for-performance philosophy emphasizes compensation tied to creation of stockholder value, with a significant portion of NEOs’ overall compensation tied to our performance | No excise tax gross-ups upon a change in control | | Robust compensation governance practices, including annual CEO performance evaluation process by independent directors, thorough process for setting rigorous performance goals, compensation committee comprised solely of independent directors and use of an independent compensation consultant | No discounting, reloading or re-pricing of stock options without stockholder approval | | Limited perquisites and reasonable severance and change in control protection that requires involuntary termination | No guaranteed incentive awards for executives | | Clawback provisions in annual and equity incentive compensation plans | No “single trigger” change in control acceleration of equity awards or severance payments | | Policies prohibiting executives for hedging or pledging our stock | | | Strong stock ownership guidelines for executives (five times base salary for CEO and three times base salary for other NEOs) | | | Annual say-on-pay vote to approve compensation paid to our NEOs | |

  20. ANNUAL CASH INCENTIVES

    ANNUAL CASH INCENTIVES The Compensation Committee believes that providing an annual cash incentive opportunity is an important element of any compensation program, which motivates management to achieve thoughtfully determined strategic objectives, including financial performance objectives.

  21. Annual Cash Incentive Plan

    Annual Cash Incentive Plan Our NEOs were provided a performance bonus opportunity under our Annual Cash Incentive Plan (the “AIP”) for 2023. Adjusted EBITDA was selected as the only metric under the AIP for 2023 because of the importance that the Board and management placed on growing earnings. Each NEO had a “target” bonus opportunity (expressed as a percentage of the NEO’s annual base salary) under the AIP. If the Company’s 2023 adjusted EBITDA (determined after taking into account the payment of bonuses) was at a “threshold”, “target” or “maximum” level of performance, 25%, 100%, 120%, respectively, of each NEO’s target bonus level would be paid, with payment determined on a straight-line basis for performance between these levels, and no payment made if performance fell below the threshold level. In setting target bonus opportunities, the Compensation Committee considers, among other things, comparability to compensation practices and compensation data from companies with whom we compete for executive talent from the engineering and construction, aerospace and defense, heavy electrical equipment and industrial machinery industries, our financial resources, our contractual obligations to our NEO’s and certain third party service providers, as well as the level of experience and expertise of individuals. No particular weight is assigned to any individual item. The Compensation Committee set the following target bonus levels for our NEOs under the 2023 AIP: Mr. Young (payable to B. Riley Financial, Inc.) — $750,000, Mr. Salamone — $393,750, Mr. Morgan — $192,500, Mr. Dziewisz — $157,500, Mr. Riker — $140,000 and Mr. Buckler — $140,000. The Compensation Committee believes that our forecasting process produces rigorous goals that are challenging, yet attainable if the businesses perform as expected. As a result, the Compensation Committee set the threshold, target and maximum levels of adjusted EBITDA (determined after taking into account the payment of bonuses) for purposes of the 2023 AIP at $107 million, $120 million, and $124 million, respectively. In early 2024, our Compensation Committee reviewed our 2023 financial performance results and determined that for purposes of our AIP, our adjusted EBITDA was $79.1 million (additional information regarding adjusted EBITDA can be found in Appendix A). Accordingly, we did not achieve the threshold adjusted EBITDA goal for 2023 under the AIP, and as a result the 2023 AIP payout percentage was determined to be 0% for all participants.

  22. LONG-TERM CASH INCENTIVE AWARDS

    LONG-TERM CASH INCENTIVE AWARDS On May 02, 2023, the Compensation Committee approved and established a long-term cash incentive structure for certain eligible employees including all of the NEOs. The long-term cash incentive awards were designed to incentivize growth in our adjusted EBITDA over the two-year performance period covered by the awards (2023 and 2024). Each recipient of a long-term cash incentive award has a bonus opportunity based 50% on our adjusted EBITDA for 2023 and 50% on our adjusted EBITDA for 2024. The adjusted EBITDA goal for the portion of the long-term cash incentive awards for our NEOs corresponding to 2023 was $105 million. In addition, the awards promote retention of key employees as the recipient will only earn a bonus if the recipient remains employed with the Company or one of its subsidiaries through December 31, 2025 (except that the Compensation Committee may pay up to half of any such bonus opportunity corresponding to 2023 or 2024 following the end of that year if the participant ceases to be employed with the Company or one of its subsidiaries prior to December 31, 2025). The total long-term cash incentive opportunity for each of our NEOs is as follows: Kenneth M. Young- $1,500,000; Jimmy B. Morgan- $1,100,000; Louis Salamone- $1,100,000; John Dziewisz- $900,000, and Chris Riker — $800,000. Our actual adjusted EBITDA achieved for 2023 was $79.1 million. Accordingly, none of our NEOs earned the 2023 portion of his long-term cash incentive award.

  23. EQUITY INCENTIVE AWARDS

    EQUITY INCENTIVE AWARDS The Compensation Committee believes that it is important to attract and retain qualified personnel by offering an equity-based program that is competitive and that is designed to encourage each of our NEOs to balance short-term Company goals with long-term performance and to foster executive retention. However, taking into account equity awards that had been granted to our NEOs in the past and that remained outstanding, concerns regarding the dilutive impact of new equity awards and that our general short-term performance had fallen below expectations, the Compensation Committee determined that it was not appropriate to grant equity awards to our NEOs in 2023. The one exception was that Mr. Morgan received a grant of 49,010 restricted stock units on May 2, 2023 to reward his contributions to the closing of an important waste to energy project.

  24. OTHER OUTSTANDING RETENTION AWARDS

    OTHER OUTSTANDING RETENTION AWARDS In March 2022, the Compensation Committee awarded retention bonus opportunities (the “Retention Bonuses”) to all of our NEOs, and to other employees who satisfied certain eligibility criteria. The Compensation Committee determined that the Retention Bonuses were appropriate given our employees’ efforts relative to the Company’s strong financial performance during 2021, the fact that annual incentives under the 2021 EICP did not pay out because the performance target was narrowly missed as discussed in our 2022 proxy statement, and the need to retain our leadership team and key talent. The Retention Bonuses granted to the NEOs were as follows: Kenneth M. Young- $1,000,000 (which was paid to the B. Riley Affiliate); Jimmy B. Morgan- $300,000; Louis Salamone- $300,000; John Dziewisz- $300,000, Joe Buckler — $100,000 and Chris Riker — $100,000. Vesting of each NEO Retention Bonus is subject to the recipient’s employment with us through the applicable vesting date, with full vesting if the recipient’s employment is terminated without cause or due to the recipient’s death or disability. Vesting is scheduled to occur in 36 monthly installments beginning March 2022 and ending with February 2025.

  25. SEVERANCE AND CHANGE IN CONTROL PROTECTION

    SEVERANCE AND CHANGE IN CONTROL PROTECTION NEOs who participate in our Executive Severance Plan are eligible to receive certain severance benefits in case of an involuntary termination without “cause,” including a resignation by the executive due to certain adverse changes in employment that constitute “good reason.” Messrs. Morgan, Dziewisz, and Riker participate in the Executive Severance Plan. We have also entered into an employment agreement with Mr. Salamone that provides similar severance benefits. We have also entered into a separate change in control agreement with certain officers elected prior to August 4, 2016, including Mr. Morgan (but none of the other NEOs) that provide severance benefits for an involuntary termination during a two-year protected period following a change in control (in other words, a double trigger). The Compensation Committee believes the severance benefits provided to these NEOs are reasonable in both amount and type. These arrangements do not provide for any tax gross-ups. The change in control agreement with Mr. Morgan includes covenants regarding protection of confidential information, non-solicitation of employees and customers and non-competition as a condition to the severance benefits. Our equity grant agreements also provide for double-trigger vesting upon a change in control. The severance benefits provided to these NEOs are further described below under “Potential Payments Upon Termination or Change in Control.” The Compensation Committee believes that these arrangements serve a number of important purposes for our stockholders. They help us attract and retain top quality executives and represent standard arrangements at most public companies as part of a competitive total compensation package. The change in control agreements also better allow executives to objectively evaluate potential transactions.

  26. TIMING OF EQUITY AWARD APPROVALS

    TIMING OF EQUITY AWARD APPROVALS To avoid timing stock awards ahead of the release of material nonpublic information, the Compensation Committee generally approves the annual stock option and other stock 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 SEC.

  27. COMPENSATION OF NAMED EXECUTIVE OFFICERS

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY(1) ($) | BONUS(2) ($) | STOCK AWARDS(3) ($) | OPTION AWARDS ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | ALL OTHER COMPENSATION(4) ($) | TOTAL ($) | | Kenneth M. Young Chief Executive Officer | 2023 | 750,000 | 333,333 | 0 | — | — | — | — | 1,083,333 | | | 2022 | 750,000 | 277,778 | 2,145,000 | — | — | — | — | 3,172,778 | | | 2021 | 750,000 | — | 1,456,000 | — | — | — | — | 2,206,000 | | Louis Salamone Jr. Chief Financial Officer | 2023 | 525,000 | 100,000 | 0 | — | — | — | 9,844 | 634,844 | | | 2022 | 500,000 | 83,333 | 1,933,700 | — | — | — | 12,938 | 2,529,971 | | | 2021 | 475,000 | — | 769,000 | — | — | — | — | 1,244,000 | | Jimmy B. Morgan Chief Operating Officer | 2023 | 550,000 | 100,000 | 299,451 | — | — | — | 9,167 | 958,618 | | | 2022 | 525,000 | 83,333 | 1,919,850 | — | — | — | 12,500 | 2,540,683 | | | 2021 | 500,000 | 50,000 | 769,000 | — | — | — | — | 1,319,000 | | John J. Dziewisz Executive Vice President & Corporate Secretary | 2023 | 450,000 | 100,000 | 0 | — | — | — | 14,063 | 564,063 | | | 2022 | 425,000 | 83,333 | 1,034,500 | — | — | — | 15,800 | 1,558,633 | | | 2021 | 365,000 | — | 576,750 | — | — | — | — | 941,750 | | Joseph T. Buckler Former Sr. Vice President, Clean Energy(5) | 2023 | 339,394 | 33,333 | 0 | — | — | — | 169,879 | 542,606 | | | 2022 | 271,625 | 27,778 | 882,500 | — | — | — | 15,262 | 1,197,165 | | Christopher S. Riker Sr. Vice President, Thermal Energy | 2023 | 400,000 | 33,333 | 0 | — | — | — | 11,667 | 445,000 |

  28. CEO PAY RATIO

    CEO PAY RATIO Pursuant to the Exchange Act, we are required to disclose in this proxy statement the ratio of the total annual compensation of our CEO to the median of the total annual compensation of all of our employees (excluding our CEO). Based on SEC rules for this disclosure and applying the methodology described below, we have determined that our CEO’s total compensation for 2023 was $1,083,333, and the median of the total 2023 compensation of all of our employees (excluding our CEO) was $39,063. Accordingly, we estimate the ratio of our CEO’s total compensation for 2023 to the median of the total 2023 compensation of all of our employees (excluding our CEO) to be 28 to 1. We identified the employee with the median of the total annual compensation of all of our employees (excluding our CEO) based on our employee population as of December 31, 2023 and taking into account each employee’s total cash compensation of 2023, which consisted of salary or wages, bonus and vested incentive compensation awards but excluded the value of health and welfare benefits. Once that median employee was identified, the median employee’s total annual compensation for 2023 presented in the pay ratio above (and our CEO’s total annual compensation for 2023 presented in the pay ratio above) was determined using the same rules that apply to reporting the compensation of our NEOs in the “Total” column of the “2023 Summary Compensation Table.” We note that, due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision, and thus this ratio disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  29. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table summarizes the relationship between our financial performance and the total compensation paid to our CEO and our other NEOs for the fiscal years shown in the table. (In this discussion, our CEO is also referred to as our principal executive officer or “PEO”, and our NEOs other than our CEO are referred to as our “Non-PEO NEOs”.)

  30. PAY VERSUS PERFORMANCE

    | Fiscal Year | Summary Compensation Table Total For CEO ($) | Compensation Actually Paid to CEO ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | Value of Initial Fixed $100 Investment Based on: | | B&W Net Income ($ Millions)(5) | B&W Adjusted EBITDA ($Millions)(6) | | | | | | | B&W TSR ($)(4) | Peer Group TSR ($)(4) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $1,083,333 | $(469,003) | $629,026 | $(77,627) | $8.08 | $171.36 | $(78.60) | $79.10 | | 2022 | $3,172,778 | $2,692,278 | $1,956,613 | $1,963,452 | $54.78 | $171.84 | $(27.60) | $72.40 | | 2021 | $2,206,000 | $4,765,500 | $1,151,583 | $3,108,198 | $21.16 | $145.00 | $32.00 | $70.60 | | 2020 | $1,977,204 | $2,101,204 | $1,319,076 | $1,384,317 | $21.93 | $130.26 | $(10.30) | $45.70 |

  31. PAY VERSUS PERFORMANCE

    (1) Mr. Young was our CEO for each of the four years included in the table above. For 2023, our Non-PEO NEOs were Messrs. Salamone, Morgan, Dziewisz, Riker and Buckler. For 2022, our Non-PEO NEOs were Messrs. Salamone, Morgan, Dziewisz, and Buckler. For 2021, our Non-PEO NEOs were Messrs. Salamone, Morgan and Dziewisz. For 2020, our Non-PEO NEOs were Messrs. Salamone, Dziewisz, Caruso and Morgan. (2) See the Summary Compensation Table above for detail on the Summary Compensation Table total compensation for our CEO for each year covered in the table. The average compensation for the Non-PEO NEOs for 2023 was calculated from the Summary Compensation Table above. The average compensation for the Non-PEO NEOs for each of the prior years was calculated from the Summary Compensation Table as disclosed in our Proxy Statement filed with the Securities and Exchange Commission in the year following the applicable year. (3) For purposes of this table, the compensation actually paid (also referred to as “CAP”) to each of our NEOs (including, for purposes of this table, former named executive officers who are included in the Non-PEO NEO group for the applicable year) means the NEO’s total compensation as reflected in the Summary Compensation Table for the applicable fiscal year and adjusted for the following with respect to each NEO: Less the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable year, Plus the year-end value of B&W option and stock awards granted in the applicable year which were outstanding and unvested at the end of the applicable year, • Plus/(less) the change in value as of the end of the applicable year as compared to the value at the end of the prior year for B&W option and stock awards which were granted in prior years and were outstanding and unvested at the end of the applicable year, • Plus the vesting date value of B&W option and stock awards which were granted and vested during the same applicable year, • Plus/(less) the change in value as of the vesting date as compared to the value at the end of the prior year for B&W option and stock awards which were granted in prior years and vested in the applicable year, • Less, as to any B&W option and stock awards which were granted in prior years and were forfeited during the applicable year, the value of such awards as of the end of the prior year, • Plus the dollar value of any dividends or other earnings paid during the applicable year on outstanding and unvested B&W stock awards (no dividends or dividend equivalents were paid with respect to outstanding and unvested B&W options or stock awards during the applicable years), • Plus, as to a B&W option or stock award that was materially modified during the applicable year, the amount by which the value of the award as of the date of the modification exceeds the value of the original award on the modification date (none of the B&W option or stock awards held by the NEOs were materially modified during the years covered by the table), • For an executive who had “change in pension value” income in the Summary Compensation Table for the applicable fiscal year, additional adjustments are required as follows. • Less any aggregate change in the actuarial present value of the NEO’s accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table for the applicable year. • Add, for all defined benefit and actuarial pension plans reported in the Summary Compensation Table, the aggregate of: (i) service cost, calculated as the actuarial present value of the NEO’s benefit under all such plans attributable to services rendered during the applicable fiscal year; and (ii) prior service cost, calculated as the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the applicable fiscal year that are attributed by the benefit formula to services rendered by the NEO in periods prior to the amendment. In making each of these adjustments, the “value” of an option or stock award is the fair value of the award on the applicable date determined in accordance with FASB ASC Topic 718 using the valuation assumptions we then used to calculate the fair value of our equity awards. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our Annual Report on Form 10-K each year and the footnotes to the Summary Compensation Table that appears in our annual Proxy Statement. The table above reflects the CAP (determined as noted above) for our CEO and, for our Non-PEO NEOs, the average of the CAPs determined for the Non-PEO NEOs for each of the fiscal years shown in the table. The following table provides a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid for our CEO.

  32. PAY VERSUS PERFORMANCE

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for CEO | Fiscal Year 2023 ($) | Fiscal Year 2022 ($) | Fiscal Year 2021 ($) | Fiscal Year 2020 ($) | | Summary Compensation Table Total | 1,083,333 | 3,172,778 | 2,206,000 | 1,977,204 | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | — | (921,000) | (1,456,000) | (1,125,000) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | — | 1,468,500 | 1,804,000 | 1,327,000 | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | (1,256,835) | (650,003) | 734,670 | (78,000) | | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | — | — | | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (295,501) | (377,997) | 1,476,830 | — | | Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — | — | | Aggregate Change in Actuarial Present Value of Pension Benefits | — | — | — | — | | Pension Benefit Service Cost for the Applicable Year | — | — | — | — | | Compensation Actually Paid | (469,003) | 2,692,278 | 4,765,500 | 2,101,204 |

  33. PAY VERSUS PERFORMANCE

    The following table provides a reconciliation of the average of the Summary Compensation Table Total for the Non-PEO NEOs for a year to the average of the Compensation Actually Paid for the Non-PEO NEOs for that year.

  34. PAY VERSUS PERFORMANCE

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs | Fiscal Year 2023 ($) | Fiscal Year 2022 ($) | Fiscal Year 2021 ($) | Fiscal Year 2020 ($) | | Summary Compensation Table Total | 629,026 | 1,956,613 | 1,151,583 | 1,319,076 | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | (59,890) | (610,163) | (704,917) | (638,650) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | 14,311 | 856,388 | 826,833 | 729,850 | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | (609,710) | (285,730) | 642,833 | (11,429) | | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | 121,738 | — | — | | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (51,364) | (75,394) | 1,191,866 | (14,530) | | Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — | — | | Aggregate Change in Actuarial Present Value of Pension Benefits | — | — | — | — | | Pension Benefit Service Cost for the Applicable Year | — | — | — | — | | Compensation Actually Paid | (77,627) | 1,963,452 | 3,108,198 | 1,384,317 |

  35. PAY VERSUS PERFORMANCE

    B&W TSR represents cumulative total shareholder return on a fixed investment of $100 in our common stock for the period beginning on the last trading day of 2019 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. Peer Group TSR represents cumulative total shareholder return on a fixed investment of $100 in the “TSR Peer Group” identified below for the period beginning on the last trading day of 2019 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. The “TSR Peer Group” consists of the following publicly traded companies: AMETEK Inc., CECO Environmental Corp., Chart Industries Inc., Crane Co., Curtiss- Wright Corp., Dycom Industries Inc., Enerpac Tool Group Corp., Enviri Corporation, Flowserve Corp., Idex Corp., MasTec Inc., Primoris Services Corp., SPX Technologies, Inc. and Tetra Tech, Inc., with the returns of such companies weighted according to the respective issuers’ stock market capitalization at the beginning of the period for which a return is indicated. The following charts illustrate (a) the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the fiscal years covered in the Pay Versus Performance Table against the Company’s total shareholder return over that period of time, and (b) the Company’s total shareholder return and the total shareholder return for the TSR Peer Group over that period of time (with total shareholder returns calculated as described above). The TSR Peer Group changed from the group of companies used for purposes of this disclosure in our proxy statement filed in 2023 as follows: CIRCOR Int. Inc. was removed because its common stock ceased to be publicly-traded in 2023. The TSR Peer Group cumulative total shareholder returns included in the table above exclude CIRCOR Int. Inc. If CIRCOR Int. Inc. had been included for 2020, 2021, and 2022 (the three years during which its common stock was publicly traded throughout the year), the TSR Peer GROUP cumulative total shareholder return on a fixed investment of $100 for the perod beginning on the last trading day of 2019 through the end of the applicable fiscal year (calculated assuming the reinvestment of dividends) would be $133.78 for 2020, $145.15 for 2021, and $146.52 for 2022. This column shows the Company’s net income for each fiscal year covered by the table. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the fiscal years covered in the Pay Versus Performance Table against the Company’s net income for each of those years. This column shows the Company’s Adjusted EBITDA for each fiscal year covered by the table. See Appendix A for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measures for 2023 and 2022. See the corresponding appendix of our prior Proxy Statements for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measures for earlier years.We consider Adjusted EBITDA to be a key metric in our executive compensation program, used in determining our NEOs’ long-term cash incentive awards for 2023. See the “Compensation Discussion and Analysis” section of this proxy statement for more information regarding the use of this performance measure in our executive compensation program. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the fiscal years covered in the Pay Versus Performance table against the Adjusted EBITDA for each of those years. Following is an unranked list of the two financial performance measures we considered in linking the compensation actually paid to our NEOs for 2023 with the Company’s performance. • Adjusted EBITDA (used to determine 2023 long-term cash incentive awards and annual bonuses) B&W Stock Price (used to determine vesting in our PSUs awarded in 2022, and the value of all of our equity awards is dependent on our stock price)