DEF 14A of Babcock & Wilcox Enterprises, Inc., Apr 13, 2026

DEF 14A of Babcock & Wilcox Enterprises, Inc.

Filed Apr 13, 2026 · FY20250001104659-26-042128

Open on EDGAR

  1. IF PROPOSAL 1 IS APPROVED, THE ELECTION OF ALAN B. HOWE AND REBECCA L. STAHL AS CLASS I DIRECTORS OF THE COMPANY FOR A TERM OF TWO YEARS (PROPOSAL 2)

    IF PROPOSAL 1 IS APPROVED, THE ELECTION OF ALAN B. HOWE AND REBECCA L. STAHL AS CLASS I DIRECTORS OF THE COMPANY FOR A TERM OF TWO YEARS (PROPOSAL 2) If Proposal 1 is approved and our board is re-classified, stockholders will vote to elect two directors to hold office for a two-year term expiring at the 2028 annual meeting of stockholders. In such event, the Board has recommended each of Alan B. Howe and Rebecca L. Stahl for election as Class I directors under the transitional two-class structure described in Proposal 1 above, to serve until the 2028 annual meeting of stockholders or until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. Both individuals currently serve as Class II directors under our current class structure, whose terms expire at the Annual Meeting. Each of Mr. Howe and Ms. Stahl have agreed to serve if elected. The Board has nominated these directors following the recommendation of the Governance Committee. Information regarding the director nominees is set forth below under the heading “Information Regarding Directors and Director Nominees.” Recommendation and Vote Required The Board recommends that stockholders vote “FOR” the election of each of Alan B. Howe and Rebecca L. Stahl. You may vote “FOR” both director nominees or withhold your vote for any or both of the director nominees. Subject to our majority voting requirements described below, 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 at a meeting of stockholders at which a quorum is present. Withheld votes and broker non-votes will not be counted as votes cast. As a result, withheld votes and broker non-votes will have no effect on the election of directors. This means that the two director nominees who receive the most “FOR” votes (among votes properly cast in person or by proxy) will be elected. However, under our bylaws, any nominee for director is required to submit an irrevocable contingent resignation that will be effective if the majority of votes cast with respect to the director’s election are not voted “FOR” his or her election. If a nominee for director does not receive a majority of the votes cast “FOR” his or her election, the Board will act on an expedited basis to determine whether to accept the resignation. We refer to this process herein as the “majority voting requirements”. IF PROPOSAL 1 IS NOT APPROVED, THE ELECTION OF ALAN B. HOWE AND REBECCA L. STAHL AS CLASS II DIRECTORS OF THE COMPANY FOR A TERM OF THREE YEARS (PROPOSAL 3) If Proposal 1 is not approved, stockholders will vote to elect two directors to hold office for a three-year term expiring at the 2029 annual meeting of stockholders. In such event, the Board has recommended each of Alan B. Howe and Rebecca L. Stahl for election as Class II directors under our current class structure, to serve until the 2029 annual meeting of stockholders or until his or her successor is duly elected and qualified or until his earlier death, resignation or removal. Both individuals currently serve as Class II directors whose terms expire at the Annual Meeting. Each of Mr. Howe and Ms. Stahl have agreed to serve if elected. The Board has nominated these directors following the recommendation of the Governance Committee. Information regarding the director nominees is set forth below under the heading “Information Regarding Directors and Director Nominees.” The Board recommends that stockholders vote “FOR” the election of each of Alan B. Howe and Rebecca L. Stahl as Class II Directors. You may vote “FOR” both director nominees or withhold your vote for any or both director nominees. Subject to our majority voting requirements described above, 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 at a meeting of stockholders at which a quorum is present. Withheld and broker non-votes will not be counted as votes cast. As a result, withheld votes and broker non-votes will have no effect on the election of directors.

  2. 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 of experience to the Company. The Board is comprised of the following members:

  3. INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

    | NAME | CLASS | YEAR TERM EXPIRES | | Alan B. Howe | Class II | 2026 | | Rebecca L. Stahl | Class II | 2026 | | Homaira Akbari | Class III | 2027 | | Naomi L. Boness | Class III | 2027 | | Philip D. Moeller | Class III | 2027 | | Joseph A. Tato | Class I | 2028 | | Kenneth M. Young | Class I | 2028 |

  4. 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 Homaira Akbari, 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 2028 annual meeting of stockholders and the directors in the new Class II serving until our 2027 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, 2026). Nominees

  5. INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

    | ALAN B. HOWE Director since 2019 Age: 64 Board Committees Audit and Finance Compensation Governance (Chair) Related Party Transactions | 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 since 2001. His specialty is 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 four 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 turnarounds where he previously served on the board of directors. Mr. Howe currently serves as the Lead Independent Director for B&W and also a director of NextNav. In January 2025, he was elected to serve as a director for San Diego Rescue Mission, a not-for-profit company. In December of 2025, Mr. Howe was elected to the board of Scully Royalty. He earned a Bachelor’s Degree in Business Administration and Marketing from the University of Illinois and a Master of Business Administration and Finance from Indiana University. |

  6. INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

    | REBECCA A. STAHL Director since 2020 Age: 52 Board Committees Audit and Finance (Chair) Related Party Transactions | With 25 years’ experience in finance and accounting, Rebecca Stahl 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 merger and acquisition 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 the 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 |

  7. INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

    Continuing Directors

  8. INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

    | HOMAIRA AKBARI Director since 2026 Age: 65 | Dr. Homaira Akbari is an accomplished executive with experience and expertise across the energy sector, including baseload generation, fossil fuel and waste-to-energy technologies, environmental systems, hydrogen production, carbon capture, and emerging infrastructure such as AI factories and data centers. Dr. Akbari has served on approximately 25 public and private boards across five geographies, including Veolia, which designs and deploys solutions for the management of water, waste and energy. She currently serves on the board of Banco Santander (NYSE: SAN), Landstar System, Inc. (NASDAQ: LSTR), QumulusAI, and the Telefónica Technology Advisory Board. Dr. Akbari has more than 12 years of experience as a CEO and profit-and-loss leader, along with 12 years of strategic and M&A advisory experience. She has held senior management roles in Fortune 1000 companies including Microsoft, Thales and Liberty Media. Previously, she was the CEO of SkyBitz, Inc. which she sold to Telular Corporation (NASDAQ: WRLS). As President and CEO of AKnowledge Partners, LLC, she provides hands-on advice to private equity portfolio companies and corporations regarding AI and data centers, power generation, cybersecurity, and the Internet of Things. She holds a Ph.D. in particle physics from Tufts University and an MBA from Carnegie Mellon Tepper School of Business. She holds two patents and serves as cybersecurity faculty for the DCRO Institute. She has published numerous governance and technology Opinion Editorials and Podcasts, and authored The Cyber Savvy Boardroom. |

  9. INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

    | NAOMI L. BONESS Director since 2023 Age: 49 Board Committees Audit and Finance Compensation Related Party Transactions | Dr. Naomi Boness, (Ph.D.) is the Managing Director of the Center for Fuels of the Future at Stanford University. She is an experienced practitioner in the energy sector focused on using her background in geophysics and technoeconomic modeling to develop technology solutions related to natural gas, hydrogen and decarbonization in both the developed and developing world. In addition to her research, she teaches classes in earth science and energy engineering most recently co-designing 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. She is on the board of directors at Aemetis, a renewable fuels company, and an advisor to a number of startups in the energy sector. Dr. Boness is a member of the Renewable Natural Gas Coalition Advisory Committee; a board member of the Energy Leadership Institute; a steering committee member of the OpenMinds Next Generation program; a member of the Partnership to Address Global Emissions Advisory Council; and a member of the Open Hydrogen Initiative Independent Expert Panel. As an advocate for women and gender equality, she also is an Ambassador for Women in Clean Energy, Education and Empowerment (C3E) Initiative. She previously served as an 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. 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. |

  10. INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

    | PHILIP D. MOELLER Director since 2020 Age: 64 Board Committees Governance Related Party Transactions | The Honorable Philip D. 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 until 2025, 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. From 2016-2025, Mr. Moeller served as 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. In his role at EEI, he had significant responsibility over a broad range of issues that affect the future structure of the electric power industry and new rules in evolving competitive market, including energy supply and finance, energy delivery, energy services, federal and state regulatory issues, and international affairs. 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 received a Bachelor of Arts in Political Science from Stanford University. |

  11. INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

    | JOSEPH A. TATO Director since 2020 Age: 72 Board Committees Audit and Finance Compensation (Chair) Governance Related Party Transactions (Chair) | Joseph A. Tato is Senior Counsel with Taft Stettinius & Hollister and is responsible for project development and finance as well as energy transactional matters. Mr. 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 energy and water projects in the U.S. and globally. Prior to joining Taft Stettinius & Hollister in 2026, from 2024 to 2025, Mr. Tato was Senior Counsel at Steptoe LLP and from 2020 to 2023, 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 1998 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. |

  12. INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

    | KENNETH M. YOUNG Director since 2020 Age: 62 Chairman of the Board | Kenneth Young has served as Chief Executive Officer since November 2018 and Chairman since September 2020. He has more than 30 years of global operational, executive and director experience primarily within the energy, communications and finance industries. Known for strategic acumen and effective transformational leadership, Mr. Young is driving a turnaround at B&W, improving the company’s profitability with solid increases in bookings, revenues and earnings, while reducing its senior debt by more than $200 million. He has led a number of acquisitions to expand the company’s products and services portfolio, and successfully launched B&W’s ClimateBright™ suite of technologies that are providing critical solutions to address global climate change goals, including B&W’s innovative BrightLoop™ hydrogen production and decarbonization technology for power and industrial uses. Mr. Young previously served 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 held C-level positions within several of Liberty Media’s subsidiaries. Prior to Liberty Media, Mr. Young held executive management positions within 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 served on various boards for nine public companies. |

  13. 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.

  14. INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

    | Competencies / Attributes | Kenneth M. Young | Homaira Akbari | 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 | ● | ● | ● | ● | ● | | ● |

  15. 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 2025. 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.

  16. 2025 Director Compensation Table

    2025 Director Compensation Table

  17. 2025 Director Compensation Table

    | NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(1) | ALL OTHER COMPENSATION | TOTAL ($) | | Henry E. Bartoli(2) | 112,000 | 791,596 | 150,000 | 1,053,596 | | Naomi L. Boness | 112,000 | 68,000 | 0 | 180,000 | | Alan B. Howe | 142,000 | 68,000 | 0 | 210,000 | | Philip D. Moeller | 112,000 | 68,000 | 0 | 180,000 | | Rebecca L. Stahl | 132,000 | 68,000 | 0 | 200,000 | | Joseph A. Tato | 132,000 | 68,000 | 0 | 200,000 |

  18. 2025 Director Compensation Table

    (1) Represents the aggregate grant date fair value of stock awards granted to non-employee directors in 2025 computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For additional information on the valuation of our equity awards, see Note 18 to our audited financial statements for the fiscal year ended December 31, 2025, included in our annual report on Form 10-K for the year ended December 31, 2025. Messrs. Bartoli, Howe, Moeller, Tato, Ms. Stahl and Dr. Boness were each awarded restricted stock units with respect to 85,000 shares of our common stock on May 15, 2025, which are scheduled to vest on the earlier of May 15, 2026, or the date of the Company’s 2026 Annual Meeting. The grant date fair value of each such award of restricted stock units was $68,000. (2) Includes compensation paid pursuant to Mr. Bartoli’s consultant agreement (described below). Includes the grant date fair value (calculated as described in footnote (1)) of 43,353 restricted stock units granted on January 1, 2025 (with a grant date value of $75,000) reported under “Stock Awards”) and $150,000 paid in cash (reported under “All Other Compensation”). Mr. Bartoli’s “Stock Awards” amount also includes the incremental fair value attributed to 106,677 unvested restricted stock units previously granted by the Company to Mr. Bartoli which, pursuant to his director retirement agreement, accelerated and became vested on November 21, 2025 (such incremental fair value was $648,596 as of November 21, 2025, calculated by multiplying the 106,677 restricted stock units which accelerated and became vested by $6.08, the closing price of a share of our common stock on that date).

  19. Outstanding Equity Awards

    Outstanding Equity Awards As of December 31, 2025, no non-employee director serving on the Board at that time held any outstanding Company stock options and Mr. Bartoli held options to acquire 3,639 shares of our common stock. As of December 31, 2025, Messrs. Howe, Moeller, Tato, Ms. Stahl, and Dr. Boness each held unvested restricted stock units with respect to 85,000 shares of our common stock.

  20. KEY 5 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 | |

  21. 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. Our NEOs were provided a performance bonus opportunity under our Annual Cash Incentive Plan (the “AIP”) for 2025. Adjusted EBITDA was selected as the only metric under the AIP for 2025 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 2025 adjusted EBITDA (determined after taking into account the payment of bonuses) was at a “threshold”, “target” or “maximum” level of performance, 75%, 100%, 150%, 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 2025 AIP: Mr. Young — $800,000, Mr. Frymyer — $375,000, Mr. Morgan — $275,000, and Mr. Dziewisz — $375,000. Mr. Riker’s target bonus was set at $375,000 but he was not eligible to receive a bonus for 2025 due to the termination of his employment during the year. 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 2025 AIP at $60 million, $70 million, and $90 million, respectively. In early 2026, our Compensation Committee reviewed our 2025 financial performance results and determined that for purposes of our AIP, our actual adjusted EBITDA was $43.7 million, and that our adjusted EBITDA would have been over $80 million if we had not sold certain business units in 2025 (additional information regarding adjusted EBITDA can be found in Appendix A). Accordingly, the 2025 AIP payout percentage was determined to be 125% for all participants.

  22. LONG-TERM CASH INCENTIVE AWARDS

    LONG-TERM CASH INCENTIVE AWARDS On May 6, 2024, the Compensation Committee approved and established a long-term cash incentive structure for certain eligible employees including all of the NEOs. On March 14, 2025 the Compensation Committee amended the 2024-2026 long-term cash incentive plan targets to better align with the Compensation Committee’s views of the Company’s performance at that time. The 2024-2026 long-term cash incentive plan is designed to incentivize growth in our adjusted EBITDA over the two-year performance period covered by the awards (2024 and 2025). Each recipient of a long-term cash incentive award has a bonus opportunity based 50% on our adjusted EBITDA for 2024 and 50% on our adjusted EBITDA for 2025. The adjusted EBITDA goal for the portion of the long-term cash incentive awards for our NEOs corresponding to 2024 was $100 million and corresponding to 2025 was $100 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, 2026 (except that the Compensation Committee may pay up to half of any such bonus opportunity corresponding to 2024 or 2025 following the end of that year). The total long-term cash incentive opportunity for each of our NEOs is as follows: Kenneth M. Young — $1,600,000; Jimmy B. Morgan — $1,100,000; Cameron Frymyer — $1,000,000; and John J. Dziewisz — $1,000,000 (in each case, with half of the total amount shown allocated to each of the two years covered by the award). Our adjusted EBITDA achieved for 2024 was $68.9 million, which excludes adjusted EBITDA for discontinued operations in 2024. In March 2025, the Compensation Committee determined that it was advisable to approve payment of the half of each long-term cash incentive opportunity that corresponded to 2024 (even though the adjusted EBITDA goal for 2024 was not met) to take into account the Company’s overall performance for 2024 as well as the completion of the business unit dispositions in 2024 and the need to retain the Company’s management team. The Compensation Committee also adjusted the EBTIDA target under the plan for 2025 (from $100 million to $80 million) to take into account the impact of the business unit dispositions. In March 2026, the Compensation Committee determined that our 2025 adjusted EBITDA would have been over $80 million if not for the sale of certain business units in 2025 (sales that had not been taken into account when the target was reduced to $80 million) and therefore determined that the target as intended was achieved.

  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. Use of equity-based awards, with a value dependent on our stock price, is also intended to further align the interests of participating NEOs with the interests of our stockholders. In 2025, we provided equity incentive compensation awards to our NEOs in the form of time-based RSUs. The Compensation Committee has decided to grant restricted stock units rather than stock options in recent years based on the belief that fewer RSUs could be granted (relative to stock options) to deliver the same grant date fair value, RSUs have retentive value even if our stock price does not appreciate and continue to align the executives’ interests with the interests of stockholders as the value of the awards is dependent upon our stock price. For all executives, the time-based RSU awards vest ratably over three years. The 2025 RSU awards were granted by the Compensation Committee effective August 7, 2025. The size of the RSU awards granted in 2025 was generally based on the Compensation Committee’s review of each participating NEO’s experience, role, and scope of duties, in order to provide competitive equity incentive opportunities. Use of equity-based awards was intended to further align the interests of participating NEOs with the interests of our stockholders, which is another important objective of our executive compensation program. The following table summarizes the number of shares subject to the 2025 annual equity incentive award for each participating NEO. Mr. Riker did not receive an annual equity award for 2025 because of his separation from employment with the Company during the year. However, Mr. Riker did receive an award of 174,000 RSUs in 2025 pursuant to his separation agreement with the Company as described in the “Potential Payments Upon Termination or Change in Control — Separation Agreement with Christopher Riker” section below.

  24. EQUITY INCENTIVE AWARDS

    | NAME | RESTRICTED STOCK UNITS | | Kenneth M. Young | 150,000 | | Cameron M. Frymyer | 115,000 | | John J. Dziewisz | 115,000 | | Jimmy B. Morgan | 100,000 | | Christopher S. Riker | — |

  25. THIRD-PARTY COMPENSATION ARRANGEMENTS

    THIRD-PARTY COMPENSATION ARRANGEMENTS Mr. Young served as our Chief Executive Officer for all of 2025. However, as described under “Certain Relationships and Related Transactions” above, for a portion of 2024 we were party to contractual arrangements with third parties with respect to Mr. Young’s services. Until September 20, 2024, Mr. Young received his salary and benefits from B. Riley Financial, Inc. and its affiliates and we paid BRPI LLC $62,500 per month for Mr. Young’s services as Chief Executive Officer pursuant to the BRPI Consulting Agreement. In 2022, the Company paid BRPI LLC a $1,000,000 retention bonus that was scheduled to vest in 36 monthly installments beginning March 2022 and ending with February 2025. In connection with the September 2024 termination of the services under the BRPI Consulting Agreement, BRPI LLC agreed to pay the then-unvested portion of the retention bonus ($250,002) to OpenSky or Mr. Young as such portion of the retention bonus would continue to vest based on their provision of services to the Company. Effective September 20, 2024, the Company paid OpenSky $66,666.66 per month for Mr. Young’s services as Chief Executive Officer pursuant to the OpenSky Consulting Agreement. The OpenSky Consulting Agreement also provided that the Company would pay OpenSky a signing bonus of $800,000, and OpenSky agreed to pay a pro-rata portion of such amount back to the Company if, during the three-year period following September 20, 2024, the Company terminated Mr. Young’s services for cause or Mr. Young voluntarily terminated his services with the Company. On November 8, 2024, the Company entered into an Executive Employment Agreement with Mr. Young (as summarized below under “Compensation of Executive Officers — Employment Agreement and Severance Arrangements” and “Potential Payment Upon Termination or Change in Control”) to take effect December 1, 2024. The Executive Employment Agreement with Mr. Young terminated the OpenSky Consulting Agreement as of December 1, 2024.

  26. 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 BRPI LLC); Jimmy B. Morgan — $300,000; Christopher S. Riker — $100,000; and John J. Dziewisz — $300,000. 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. In March 2024, the Compensation Committee awarded a special incentive bonus with a retention component to Mr. Young in recognition of his contribution to the completion of the Company’s Senior Debt Refinancing in January 2024. The March 2024 retention bonus granted to Mr. Young was $300,000 (which was paid in September 2024 to OpenSky, LLC). Vesting of the March 2024 Retention Bonus is subject to Mr. Young’s employment with us through the applicable vesting date, with full vesting if his 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 2024 and ending with February 2027. In August 2025, the Compensation Committee awarded a special incentive bonus with a retention component to Messers. Young, Frymyer, and Dziewisz in recognition of the sale of Diamond Power International, LLC. and the related restructuring of Bond Debt. Also in August 2025, the Compensation Committee awarded a special incentive bonus with a retention component to Mr. Morgan in recognition of securing funding for BrightLoop Commercialization from the state of West Virginia. The August 2025 retention bonuses granted to the NEOs were as follows: Kenneth M. Young — $2,750,000; Cameron Frymyer — $1,500,000; John J. Dziewisz — $500,000; Jimmy Morgan — $500,000. Vesting of each NEO retention bonus is subject to the recipient’s employment with us through March 2028, with full vesting if the recipient’s employment is terminated by the Company without cause or due to recipient’s death or disability. Other Compensation Practices and Policies

  27. 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.” Due to the uncertainties that typically accompany a potential change in control transaction, the Executive Severance Plan was amended in 2025 to enhance the benefits payable should such a termination of the participant’s employment occur within 12 months following a change in control of the Company. Messrs. Frymyer, Morgan, and Dziewisz participate in the Executive Severance Plan. Mr. Young does not participate in the Executive Severance Plan because we are a party to an employment agreement with Mr. Young that provides similar severance benefits. The Compensation Committee believes the severance benefits provided to these NEOs through the Executive Severance Plan as well as through Mr. Young’s employment agreement are reasonable in both amount and type. These arrangements do not provide for any tax gross-ups. Our equity grant agreements also provide for double-trigger vesting upon a change in control. However, these arrangements do not provide “single-trigger” payments or accelerated vesting of equity awards solely because a change in control occurs. 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. In August 2025 in connection with Mr. Riker’s separation from employment, the Company entered into a separation agreement with Mr. Riker. The separation agreement is described in the “Potential Payments Upon Termination or Change in Control — Separation Agreement with Christopher Riker” section below.

  28. 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 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.

  29. 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 | 2025 | 800,000 | 908,327 | 196,500 | | | | 15,000 | 1,919,827 | | | 2024 | 766,666 | 1,972,222 | 143,750 | | | | | 2,882,638 | | | 2023 | 750,000 | 333,333 | | | | | | 1,083,333 | | Cameron M. Frymyer Executive Vice President & Chief Financial Officer | 2025 | 500,000 | 316,667 | 150,650 | | | | 8,333 | 975,650 | | John J. Dziewisz Executive Vice President, General Counsel and Corporate Secretary | 2025 | 500,000 | 216,667 | 150,650 | | | | 14,750 | 882,067 | | | 2024 | 450,000 | 83,334 | 92,000 | | | | 14,563 | 639,837 | | | 2023 | 450,000 | 100,000 | | | | | 14,063 | 564,063 | | Jimmy B. Morgan Executive Vice President & Chief Commercial Officer | 2025 | 550,000 | 233,333 | 131,000 | | | | 9,167 | 923,500 | | | 2024 | 550,000 | 83,334 | 92,000 | | | | 9,167 | 734,501 | | | 2023 | 550,000 | 100,000 | 299,451 | | | | 9,167 | 958,618 | | Christopher S. Riker Former Executive Vice President & Chief Operating Officer | 2025 | 333,333 | 150,000 | 306,240 | | | | 487,042 | 1,276,615 | | | 2024 | 425,000 | 11,805 | 115,000 | | | | 11,802 | 563,607 | | | 2023 | 400,000 | 33,333 | | | | | 11,667 | 445,000 |

  30. SEPARATION AGREEMENT WITH CHRISTOPHER RIKER

    | 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) | | 2025 | $1,919,827 | $3,548,414 | $1,014,458 | $2,209,800 | $178.63 | $282.63 | $(32.8) | $43.70 | | 2024 | $2,882,638 | $3,000,972 | $788,225 | $789,631 | $44.99 | $222.00 | $(72.9) | $68.90 | | 2023 | $1,083,333 | $(469,003) | $629,026 | $(77,627) | $40.05 | $163.00 | $(75.8) | $79.10 | | 2022 | $3,172,778 | $2,692,278 | $1,956,613 | $1,963,452 | $158.30 | $128.46 | $(14.2) | $72.40 | | 2021 | $2,206,000 | $4,765,500 | $1,151,583 | $3,108,198 | $247.46 | $121.40 | $32.0 | $70.60 |

  31. SEPARATION AGREEMENT WITH CHRISTOPHER RIKER

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for CEO | Fiscal Year 2025 ($) | Fiscal Year 2024 ($) | Fiscal Year 2023 ($) | Fiscal Year 2022 ($) | Fiscal Year 2021 ($) | | Summary Compensation Table Total | 1,919,827 | 2,882,638 | 1,083,333 | 3,172,778 | 2,206,000 | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | (196,500) | (143,750) | — | (921,000) | (1,456,000) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | 951,000 | 201,250 | — | 1,468,500 | 1,804,000 | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | 922,170 | (1,500) | (1,256,835) | (650,003) | 734,670 | | 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 | (48,083) | 62,334 | (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 | 3,548,414 | 3,000,972 | (469,003) | 2,692,278 | 4,765,500 |

  32. SEPARATION AGREEMENT WITH CHRISTOPHER RIKER

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs | Fiscal Year 2025 ($) | Fiscal Year 2024 ($) | Fiscal Year 2023 ($) | Fiscal Year 2022 ($) | Fiscal Year 2021 ($) | | Summary Compensation Table Total | 1,014,458 | 788,225 | 629,026 | 1,956,613 | 1,151,583 | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | (182,025) | (149,100) | (59,890) | (610,163) | (704,917) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | 798,840 | 136,850 | 14,311 | 856,388 | 826,833 | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | 532,677 | (94,892) | (609,710) | (285,730) | 642,833 | | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 73,950 | 56,875 | — | 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 | (28,100) | 51,673 | (51,364) | (75,394) | 1,191,866 | | 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 | 2,209,800 | 789,631 | (77,627) | 1,963,452 | 3,108,198 |