DEF 14A of BWX Technologies, Inc., Mar 14, 2024

DEF 14A of BWX Technologies, Inc.

Filed Mar 14, 2024 · FY20230001486957-24-000018

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTOR NOMINEES

    PROPOSAL 1: ELECTION OF DIRECTOR NOMINEES The Board of Directors has nominated ten directors to serve a one-year term expiring at the 2025 annual meeting of stockholders and until their successors are duly elected and qualified. The following table provides summary information about each director nominee. Director start dates in this proxy reflect director tenure since our spin-off of our former Power Generation Business in July 2015 (the "Spin-off").

  2. PROPOSAL 1: ELECTION OF DIRECTOR NOMINEES

    | Director Nominee | Age | Director Since | Principal Occupation | Committee(s) | | Jan A. Bertsch | 67 | 2015* | •Former Chief Financial Officer, Owens-Illinois, Inc. •Former Executive Vice President and Chief Financial Officer, Sigma-Aldrich Corporation •Former Vice President and Principal Accounting Officer, Borg Warner, Inc. | • Ex officio member of each committee | | Gerhard F. Burbach | 62 | 2018 | •Former President, Chief Executive Officer and Director of Thoratec Corporation • Former leadership roles with Digirad Corporation, Philips Medical Systems, ADAC Laboratories, McKinsey & Company and CitiCorp | • Compensation, Chair | | Rex D. Geveden | 63 | 2017 | •President and Chief Executive Officer since 2017 •Former Chief Operating Officer from October 2015 to December 2016 •Former Associate Administrator of NASA | • None | | James M. Jaska | 73 | 2016 | •Chief Executive Officer, Versar, Inc. • Former President, Valiant Integrated Services LLC • Former President, Government for AECOM (formerly AECOM Technology Corporation) • Former Director, President, Chief Financial Officer and Treasurer, Tetra Tech, Inc. | • Audit and Finance • Governance, Chair | | Kenneth J. Krieg | 63 | 2016 | •Founder and Principal, Samford Global Strategies • Former Under Secretary of Defense for Acquisition, Technology and Logistics, as well as a variety of other roles with the Department of Defense | • Compensation | | Leland D. Melvin | 60 | 2019 | •Former astronaut serving twice on space shuttle Atlantis as a mission specialist in support of the International Space Station •Former NASA associate administrator for education | • Compensation | | Robert L. Nardelli | 75 | 2015* | •Founder and CEO of XLR-8, LLC •Former Senior Advisor to founder of Cerberus Capital Management, L.P. •Former Chairman and CEO of Chrysler LLC •Former Chairman, President and CEO of The Home Depot, Inc. | • Audit and Finance • Governance | | Barbara A. Niland | 65 | 2016 | •Former Corporate Vice President and Chief Financial Officer of Huntington Ingalls Industries, Inc. ("HII"), a Fortune 500 shipbuilding company for the U.S. Navy and Coast Guard •Over 30-year career with Northrop Grumman in roles of increasing responsibility, including the spin-off of HII in 2011 | • Audit and Finance, Chair • Governance | | Nicole W. Piasecki | 61 | 2024 | •Over 25 years with The Boeing Company in a number of senior leadership positions, including Vice President and General Manager of the Propulsion Systems Division for Boeing Commercial Airplanes • Director of BAE Systems and Weyerhaeuser Company | • None | | John M. Richardson | 64 | 2020 | •Former Chief of Naval Operations for the U.S. Navy • Over 37 years of service in the U.S. Navy with service as Director of the Naval Nuclear Propulsion Program and command of the USS Honolulu nuclear submarine | • Audit and Finance • Compensation |

  3. PROPOSAL 1: ELECTION OF DIRECTOR NOMINEES

    *Ms. Bertsch and Mr. Nardelli each served on our Board of Directors prior to the Spin-off and have been directors since 2013 and 2014, respectively. (vi) Our Board of Directors has determined that Mses. Bertsch, Niland and Piasecki and Messrs. Burbach, Jaska, Krieg, Melvin, Nardelli and Richardson are independent. Director nominees must receive a majority of the votes cast at the Annual Meeting in order to be elected to the Board of Directors. In a contested election, director nominees are elected by a plurality of the votes cast by the shares of our common stock entitled to vote in the election of directors.

  4. PROPOSAL 1: ELECTION OF DIRECTOR NOMINEES

    | Our Board recommends that you vote "FOR" each of the director nominees. |

  5. Proposal 1: Election of Directors

    Proposal 1: Election of Directors For the proposal on the election of directors, a director nominee will be elected to the Board of Directors if the numbers of votes cast "FOR" the nominee exceeds the number of votes cast "AGAINST" at the Annual Meeting. You may vote “FOR” or "AGAINST" each director nominee or abstain from voting for one or more nominees. Abstentions and broker non-votes with respect to the election of directors will have no effect on the outcome and do not count as votes cast. Under our Bylaws, in the event of a contested election, the director nominees will be elected by the affirmative vote of a plurality of the votes cast by the shares of our common stock entitled to vote in the election of directors at the Annual Meeting.

  6. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our Board of Directors is currently comprised of the ten members identified in the table below, all of whom are standing for election. All director nominees stand for election for one-year terms at the Annual Meeting and each annual meeting of stockholders thereafter.

  7. PROPOSAL 1: ELECTION OF DIRECTORS

    | 12-Year Director Tenure Limit | | Our Board has adopted a 12-year director tenure policy that provides that (1) no person may be nominated to serve on the Board if they have more than 12 years of service prior to the date of such election (as measured from July 1, 2015, the effective date of the Spin-off) and (2) a director is expected to resign at the next annual meeting of stockholders following the term in which 12 years of service is attained. See "12-Year Director Tenure Limit" under Corporate Governance — Board Function, Leadership and Executive Sessions below. Director start dates in this proxy reflect director tenure since the Spin-off. |

  8. PROPOSAL 1: ELECTION OF DIRECTORS

    | Director Nominee | Director Since | | Jan A. Bertsch* | 2015 | | Gerhard F. Burbach | 2018 | | Rex D. Geveden | 2017 | | James M. Jaska | 2016 | | Kenneth J. Krieg | 2016 | | Leland D. Melvin | 2019 | | Robert L. Nardelli* | 2015 | | Barbara A. Niland | 2016 | | Nicole W. Piasecki | 2024 | | John M. Richardson | 2020 |

  9. PROPOSAL 1: ELECTION OF DIRECTORS

    *Ms. Bertsch and Mr. Nardelli each served on our Board of Directors prior to the Spin-off and have been directors since 2013 and 2014, respectively.

  10. Director Qualifications

    Director Qualifications The table below highlights the qualifications, competency and experience of each director, including each nominee for election to our Board, that contributed to the Board’s determination that each individual is uniquely qualified to serve on the Board. This high-level summary is not intended to be an exhaustive list of each director’s skills or contributions.

  11. Director Qualifications

    | Expertise / Experience | Bertsch | Burbach | Geveden | Jaska | Krieg | Melvin | Nardelli | Niland | Piasecki | Richardson | | Executive / Operating | ● | ● | ● | ● | ● | | ● | ● | ● | ● | | Government, Nuclear or Manufacturing Industry | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Financial / Strategic / M&A | ● | ● | ● | ● | ● | | ● | ● | ● | | | Technology / Scientific | ● | ● | ● | ● | ● | ● | | ○ | ● | ● | | Risk Management | ● | ● | ● | ● | ○ | ● | ● | ● | ● | ● | | Healthcare / FDA Regulatory | | ● | | ○ | | | | | | | | Aerospace Industry | | | ● | | ● | ● | | | ● | ● | | Safety and Environmental | | | ● | ● | | ● | ○ | | ● | ● | | Public Company CEO Experience | | ● | ● | | | | ● | | | | | Security and Information Technology | ● | ● | ● | ● | ○ | ● | ○ | ○ | | ● | | Governance | ● | ● | ● | ● | ● | | ● | ● | ● | ● | | International | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Other Current Public Company Boards | 2 | 0 | 1 | 0 | 1 | 0 | 1 | 0 | 2 | 2 | | ● Expertise ○ Experience | | | | | | | | | | |

  12. Director Nominees

    Director Nominees On the nomination of our Board following the recommendation of the Governance Committee, the following nominees will each stand for election as a director for a one-year term expiring at the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified:

  13. Director Nominees

    | •Jan A. Bertsch | •Leland D. Melvin | | •Gerhard F. Burbach | •Robert L. Nardelli | | •Rex D. Geveden | •Barbara A. Niland | | •James M. Jaska | •Nicole W. Piasecki | | •Kenneth J. Krieg | •John M. Richardson |

  14. Director Nominees

    Each nominee has consented to serve as a director if elected. Unless otherwise directed, the persons named as proxies on the enclosed proxy card intend to vote “FOR” the election of each of the director nominees. If any nominee should become unavailable for election, the shares will be voted for such substitute nominee as may be proposed by our Board. We are not aware of any circumstances that would prevent any of the nominees from serving. Set forth below is certain information for each director nominee up for election at the Annual Meeting and each continuing director of our Company who is not up for election. (Ages are as of the Annual Meeting.)

  15. NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    NOMINEES FOR ELECTION AT THE ANNUAL MEETING

  16. NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | Professional Experience | | | •Ms. Bertsch, age 67, served as Chief Financial Officer of Owens-Illinois, Inc., a Fortune 500 manufacturer of glass and packaging products, from November 2015 to April 2019. •Previously, Ms. Bertsch served as the Executive Vice President and Chief Financial Officer of Sigma-Aldrich Corporation, a leading life science and high technology company, from March 2012 to November 2015. •Before joining Sigma-Aldrich, Ms. Bertsch served as Vice President, Controller and Principal Accounting Officer of Borg Warner, Inc., from August 2011 to February 2012 and as Vice President and Treasurer from December 2009 to July 2011. •Prior to that, Ms. Bertsch spent several years as Senior Vice President, Treasurer and Chief Information Officer for Chrysler Group, LLC, and Chrysler LLC, where she worked proactively with a number of constituents to determine a solution to Chrysler’s long-term viability. •Ms. Bertsch served on the Board of Directors of Meritor, Inc. from 2016 to 2022, and has served on the Boards of Regal Rexnord Corporation since 2019 and Axalta Coating Systems, Inc. since 2022. | | Jan A. Bertsch Independent Board Chair Director since 2015 * | | | | Skills and Qualifications | | | •Ms. Bertsch has held numerous advisory roles in the academic, technological, and major manufacturing industries. With 40 years of experience, Ms. Bertsch brings extensive corporate finance, strategic planning, restructuring and international experience to our Board. The depth and breadth of her professional career in the life science, automotive and manufacturing industries, with a keen focus on operational enhancements, cost reduction strategies and revenue generation for Fortune 500 and Fortune 1000 companies, make her a valuable member of the Board. |

  17. NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | Professional Experience | | | •Mr. Burbach, age 62, was President, Chief Executive Officer and director of Thoratec Corporation, a company that develops, manufactures and markets proprietary medical devices used for circulatory support, from 2006 to 2014. •Prior to that, he held executive leadership positions at Digirad Corporation, Philips Medical Systems, ADAC Laboratories, McKinsey & Company and CitiCorp. •Mr. Burbach received a bachelor’s degree in industrial engineering from Stanford University and a master’s of business administration from Harvard Business School. •Mr. Burbach is chairman of the board of directors of Procyrion Inc., a private medical device company focused on the treatment of chronic heart failure; chairman of the board of Artelon, a private biomaterial developer used for tendon and ligament reconstruction; and a director of Vascular Dynamics, Inc., a private medical device company developing innovative solutions for heart failure and hypertension. •Mr. Burbach served on the board of directors of Fluidigm Corporation, a public company manufacturing and marketing innovative technologies for life sciences research, from 2013 to 2023. | | Gerhard F. Burbach Independent Director Director since 2018 Committee: – Compensation (Chair) | | | | Skills and Qualifications | | | •Mr. Burbach's leadership background with medical device companies provides our Board with a key external perspective and insight into our medical isotope business, including strategy, development, operations, customers and other stakeholders. |

  18. NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | Professional Experience | | | •Mr. Geveden, age 63, has served as President and Chief Executive Officer since January 2017, and served as our Chief Operating Officer from October 2015 until December 2016. •Previously, Mr. Geveden was Executive Vice President at Teledyne Technologies Incorporated ("Teledyne"), a provider of electronic subsystems and instrumentation for aerospace, defense and other uses. There he led two of Teledyne's four operating segments since 2013, and concurrently served as President of Teledyne DALSA, Inc., a Teledyne subsidiary, since 2014. Mr. Geveden also served as President and Chief Executive Officer of Teledyne Scientific and Imaging, LLC (2011 to 2013) and President of both Teledyne Brown Engineering, Inc. and Teledyne's Engineered Systems Segment (2007 to 2011). •Mr. Geveden is a former Associate Administrator of the National Aeronautics and Space Administration ("NASA"), where he was responsible for all technical operations within the agency's $16 billion portfolio and served in various other positions with NASA in a career spanning 17 years. •Mr. Geveden has served as chairman of the board of directors of TTM Technologies, Inc. since 2021 and has been a director since 2018. | | Rex D. Geveden President, Chief Executive Officer and Director Director since 2017 | | | | Skills and Qualifications | | | •Mr. Geveden has broad leadership and technical experience overseeing commercial manufacturing operations for publicly traded companies and high-consequence technology programs for the U.S. government. This experience, combined with his strategic vision, make him a valuable contributor to our Board of Directors. |

  19. NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | Professional Experience | | | •Mr. Jaska, age 73, has served as Chief Executive Officer, Versar, Inc. since October 2021. He previously served as President and Chief Executive Officer of both GC Valiant LLC and Valiant Integrated Services LLC from 2016 to 2021. From July 2015 to January 2016, he served as Division President of Supreme Group LLC (now known as Valiant Integrated Services LLC). •Previously, Mr. Jaska served in a variety of roles of increasing responsibility with AECOM (formerly AECOM Technology Corporation) over a 10-year period, including President, Government (2013-2014), President of Americas & Government (2011-2013), Division Executive Vice President (2009-2011), Group Chief Executive, Government Group (2005-2009) and Consultant (2004-2005). •Mr. Jaska also held several positions with Tetra Tech, Inc., a global provider of professional technical services in engineering, applied sciences, resource management and infrastructure, including President and Director (2003-2004), President, Chief Financial Officer and Treasurer (2001-2003), Executive Vice President, Chief Financial Officer and Treasurer (2000-2001) and as Vice President, Chief Financial Officer and Treasurer (1994-2000). •Mr. Jaska has also held leadership roles with Alliant Techsystems, Inc., Honeywell, Inc. and Ecolab. •He holds a master's degree and a bachelor's degree from Western Illinois University. | | James M. Jaska Independent Director Director since 2016 Committees: – Audit and Finance – Governance (Chair) | | | | Skills and Qualifications | | | •Mr. Jaska's leadership background with large technology and government services operations provides our Board with a key external perspective on our operations, customers and other stakeholders relevant to our businesses. |

  20. NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | Professional Experience | | | •Mr. Krieg, age 63, has served as the founder and Principal of Samford Global Strategies, a consulting practice focused on helping clients lead and manage through periods of strategic change, since 2007. •Previously, Mr. Krieg served as the Under Secretary of Defense for Acquisition, Technology and Logistics from June 2005 to July 2007, in which role he was responsible for advising the Secretary of Defense on all matters relating to the Department of Defense acquisition system, research and development, advanced technology, developmental test and evaluation, production, logistics, installation management, military construction, procurement, environmental security, nuclear, chemical and biological matters. •Mr. Krieg has also served in a variety of Department of Defense roles, including as Special Assistant to the Secretary and Director for Program Analysis & Evaluation and Executive Secretary of the Senior Executive Council, and served as Vice President and General Manager of International Paper Realty Inc. •Mr. Krieg also worked in a number of defense and foreign policy assignments in Washington, DC, including positions at the White House, on the National Security Council Staff, and in the Office of the Secretary of Defense. •He serves on the board of directors on Leonardo DRS, Inc. since November 2022 and served on the boards of Tempus Applied Solutions Holdings, Inc. from 2014 to 2016, and API Technologies, Inc. from 2011 to 2016. | | Kenneth J. Krieg Independent Director Director since 2016 Committee: – Compensation | | | | Skills and Qualifications | | | •Mr. Krieg has significant experience overseeing major research, development and procurement programs for the Department of Defense. His background provides our Board of Directors with valuable insight into acquisition priorities and considerations of the U.S. Government, our single largest customer. |

  21. NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | Professional Experience | | | •Mr. Melvin, age 60, had a 24-year career with NASA as an astronaut and research scientist, including serving as mission specialist on two Space Shuttle Atlantis missions to the International Space Station. •In addition, he served as a NASA Associate Administrator for Education for over four years and served as co-chair of the White House's Federal Coordination in STEM Education Task Force to develop education plans for STEM. •Mr. Melvin served as a U.S. representative to the International Space Education Board, a global collaboration on space education among a number of government space agencies. •He is a director of Star Harbor Space Training Academy, an immersive space training academy, and Trustee Emeritus of the University of Richmond Board of Trustees. •Mr. Melvin received a B.S. in chemistry from the University of Richmond and an M.S. in materials science engineering from the University of Virginia. | | Leland D. Melvin Independent Director Director since 2019 Committee: – Compensation | | | | Skills and Qualifications | | | •Mr. Melvin has 24 years of experience with NASA with extensive technical expertise in space exploration as both an astronaut and research scientist. This experience provides an external perspective and insight into the strategy, development, operations and stakeholders for our space propulsion and related programs. |

  22. NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | Professional Experience | | | •Mr. Nardelli, age 75, is the Founder and Chief Executive Officer of XLR-8, LLC, an investment and consulting company, which he formed in 2012. •He has also served as a Senior Advisor at Emigrant Savings Bank since August 2015, and formerly served as Senior Advisor to the founder of Cerberus Capital Management, L.P. (“Cerberus”), a private equity firm, and held several senior positions with Cerberus and Cerberus Operations and Advisory Company, LLC from 2007 to August 2015. •Mr. Nardelli served as Chairman and CEO of Chrysler LLC from 2007 until 2009 and served as Chairman, President and CEO of The Home Depot, Inc. from 2000 to 2007. •Previously, Mr. Nardelli held several senior executive positions with General Electric Company. •Mr. Nardelli serves on the board of directors of Fathom Digital Manufacturing Corporation. He has served on the boards of directors of Accelerate Acquisition Corp. (2021-2023), The Home Depot (2000-2007), The Coca-Cola Company (2002-2005), Chrysler LLC (2007-2009) and Pep Boys – Manny, Moe and Jack (2015-2016). | | Robert L. Nardelli Independent Director Director since 2015 * Committees: – Audit and Finance – Governance | | | | Skills and Qualifications | | | •Mr. Nardelli has over 40 years of global operating and financial experience, including with large publicly traded manufacturing companies. This experience combined with his past service on the boards of directors of several other publicly traded companies provides a meaningful perspective to our Board. |

  23. NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | Professional Experience | | | •Ms. Niland, age 65, most recently served as Corporate Vice President and Chief Financial Officer of Huntington Ingalls Industries, Inc. (March 2011 to March 2016), a Fortune 500 shipbuilding company for the U.S. Navy and Coast Guard that was spun off from Northrop Grumman Corporation in 2011. •Previously at Northrop Grumman, Ms. Niland served in a variety of roles of increasing responsibility over a career spanning over 37 years, including as Vice President and Chief Financial Officer, Shipbuilding; Vice President and Chief Financial Officer and Division Vice President - Finance. •Ms. Niland holds a master's degree from the University of Maryland University College and a bachelor's degree from Towson University. | | Barbara A. Niland Independent Director Director since 2016 Committees: – Audit and Finance (Chair) – Governance | Skills and Qualifications | | | •Ms. Niland has over 30 years of financial and operations experience with shipbuilding and manufacturing operations for the U.S. Navy. Her tenure in senior financial leadership roles with one of our publicly traded peer companies provides our Board with valuable perspectives on our industry. |

  24. NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | Professional Experience | | | •Ms. Piasecki, age 61, spent 25 years with the Boeing Company in a number of senior leadership positions, including the role of vice president and general manager of the Propulsion Systems Division for Boeing Commercial Airplanes. •Ms. Piasecki serves on the Board of Directors of BAE Systems PLC and Weyerhaeuser Company. Until 2023, she served on the Board of Directors of Howmet Aerospace Inc. •She also is a senior advisor to Mitsubishi Heavy Industries and is a member of the Board of Directors of The Stimson Center. •Ms. Piasecki holds a bachelor's degree in mechanical engineering from Yale University and an MBA from the Wharton School of the University of Pennsylvania. | | Nicole W. Piasecki Independent Director Director since 2024 | | | | Skills and Qualifications | | | •Ms. Piasecki's deep understanding of the aerospace and defense sector and experience across a variety of domestic and international markets, combined with her current and past service as a director of several publicly traded companies, provide valuable perspectives to our Board. |

  25. NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | Professional Experience | | | •Admiral Richardson, age 64, served as the 31st Chief of Naval Operations for the U.S. Navy from 2015 to 2019 and as its Director of the Naval Nuclear Propulsion Program from 2012 to 2015. As Chief of Naval Operations, he was responsible for the management of a $160 billion budget covering 600,000 sailors and civilians, over 70 installations, 290 warships and over 2,000 aircraft worldwide. •During his 37 years of service in the U.S. Navy, Admiral Richardson gained valuable operational and national security experience safely managing the Naval Nuclear Propulsion Program. He also served on four nuclear submarines, including commanding the submarine USS Honolulu, and served as naval aide to the President of the United States. •Admiral Richardson earned a bachelor of science degree in physics from the U.S. Naval Academy, a master's degree in electrical engineering from the Massachusetts Institute of Technology and Woods Hole Oceanographic Institution and a master's degree in National Security Strategy from the National War College. •Admiral Richardson serves on the Board of Directors of The Boeing Company and Constellation Energy Corporation, a spin-off of Exelon Corporation, where he served as a director from 2019 to 2022. •Admiral Richardson is a member of the National Academy of Engineering. | | John M. Richardson Independent Director Director since 2020 Committees: – Audit and Finance – Compensation | | | | Skills and Qualifications | | | •Admiral Richardson brings extensive expertise in nuclear, safety, regulation, operations management and oversight of complex, high-risk systems, as well as extensive national security experience. His unique understanding of the U.S. government, our single largest customer, and his service on other public company boards of directors provide valuable perspectives on our business and industry. |

  26. NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    * Ms. Bertsch and Mr. Nardelli each served on our Board of Directors prior to the Spin-off and have been directors since 2013 and 2014, respectively.

  27. NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | RECOMMENDATION AND VOTE REQUIRED Our Board recommends that stockholders vote “FOR” each of the director nominees. The proxy holders will vote all proxies received "FOR" each of the director nominees unless instructed otherwise. Approval of this proposal requires that the number of votes cast "FOR" exceeds the number of votes cast "AGAINST" at the Annual Meeting. Abstentions and broker non-votes with respect to the election of directors will have no effect on the outcome and do not count as votes cast. Under our Bylaws, in the event of a contested election, the director nominees will be elected by the affirmative vote of a plurality of the votes cast by the shares of our common stock entitled to vote in the election of directors at the Annual Meeting. |

  28. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS The table below summarizes the compensation earned by or paid to our non-employee directors only for services as a member of our Board for the year ending December 31, 2023. The Compensation Committee of our Board, in coordination with its Compensation Consultant, conducts an annual benchmarking analysis of our Board's non-employee director compensation in comparison to two comparator groups — our custom peer group used for executive compensation benchmarking and a general industry reference group of 100 companies, for which the Company is the median based on revenue. Following this analysis in 2023, our Board, upon the recommendation of the Compensation Committee, determined to increase (i) the annual stock award for non-employee directors from $130,000 to $155,000 and (ii) the annual retainer for the independent Board Chair from $100,000 to $125,000, each effective as of the 2023 annual meeting of stockholders. Ms. Piasecki is not included in the table below given that she did not join the Board until January 2, 2024. Directors who are also our employees do not receive any compensation for their service as directors. For information regarding the compensation of our Chief Executive Officer, our only employee director, see “Compensation of Executive Officers” on the following pages.

  29. DIRECTOR COMPENSATION TABLE FOR 2023

    DIRECTOR COMPENSATION TABLE FOR 2023

  30. DIRECTOR COMPENSATION TABLE FOR 2023

    | Name of Non-Employee Director | Fees Earned or Paid in Cash (1) | Stock Awards (2) | All Other Compensation (3) | Total (4) | | Jan A. Bertsch | $208,750 | $154,937 | $— | $363,687 | | Gerhard F. Burbach | 110,000 | 154,937 | — | 264,937 | | James M. Jaska | 105,000 | 154,937 | — | 259,937 | | Kenneth J. Krieg | 90,000 | 154,937 | — | 244,937 | | Leland D. Melvin | 90,000 | 154,937 | — | 244,937 | | Robert L. Nardelli | 90,000 | 154,937 | — | 244,937 | | Barbara A. Niland | 115,000 | 154,937 | — | 269,937 | | John M. Richardson | 90,000 | 154,937 | — | 244,937 |

  31. DIRECTOR COMPENSATION TABLE FOR 2023

    (1)See “Fees Earned or Paid in Cash” below for a discussion of the amounts reported in this column. (2)See “Stock Awards” below for a discussion of the amounts reported in this column. (3)See “All Other Compensation” below for a discussion of the amounts that may be reported in this column. (4)Nicole W. Piasecki joined the Board in 2024. During 2023, non-employee director compensation generally consisted of cash and equity. The compensation of our non-employee directors under our current non-employee director compensation program is described in more detail below.

  32. DIRECTOR COMPENSATION TABLE FOR 2023

    | Annual Director Compensation (All amounts in cash, except stock award) | Amount | | Retainer for Non-Employee Directors | $90,000 | | Stock Award for Non-Employee Directors | 155,000 | | Independent Board Chair | 125,000 | | Lead Independent Director (if appointed) | 25,000 | | Chair of the Audit and Finance Committee | 25,000 | | Chair of the Compensation Committee | 20,000 | | Chair of the Governance Committee | 15,000 |

  33. DIRECTOR COMPENSATION TABLE FOR 2023

    Fees Earned or Paid in Cash. Under our current director compensation program, non-employee directors are eligible to receive the above annual retainer amounts, paid in quarterly installments (pro-rated for partial terms). Under our Supplemental Executive Retirement Plan (as amended and restated, “SERP”), directors may elect to defer the payment of up to 100% of their annual retainer and fees. Amounts elected to be deferred are credited as a bookkeeping entry into a notional account, which we refer to as a deferral account. The balance of a director’s deferral account consists of deferral contributions made by the director and hypothetical credited gains or losses attributable to investments elected by the director, or by our Compensation Committee if the director fails to make investment elections. Directors are 100% vested in their deferral accounts at all times. Ms. Bertsch and Messrs. Krieg, Melvin and Nardelli elected to defer 100% of their cash retainer in 2023. No other directors made a deferral election with respect to their cash retainer in 2023. Amounts reported in the Director Compensation Table include amounts deferred in 2023. Stock Awards. In addition to the cash payments provided to our directors, each non-employee director was entitled to receive a number of restricted stock units equal to $155,000 (prorated by quarter for partial terms) divided by the closing price of our common stock on the grant date, rounded down to the nearest whole share. The awards of restricted stock units were granted under our 2020 Plan and vested immediately on the date of grant. Directors are required to retain shares equivalent to five times (5x) the annual cash retainer pursuant to our stock ownership requirements. As a result, all of our non-employee directors own equity in the Company. The amounts reported in the “Stock Awards” column represent the grant date fair value computed in accordance with FASB ASC Topic 718. Grant date fair values are determined using the closing price of our common stock on the date of grant. Each non-employee director, except for Ms. Piasecki who joined the Board on January 1, 2024, received an annual equity grant of 2,391 restricted stock units on May 3, 2023 with a grant date fair value of $154,937 based on the closing price of our common stock of $64.80 per share. There were no unvested stock awards or unexercised option awards (whether or not exercisable) held by the non-employee directors as of December 31, 2023. No option awards were granted to directors in 2023. Under our Incentive Plan, directors may elect to defer payment of all or a portion of their stock awards. Ms. Bertsch and Messrs. Krieg, Melvin, Nardelli and Richardson each elected to defer 100% of their 2023 stock awards. No other directors made a deferral election with respect to their stock awards in 2023. Amounts reported in the Director Compensation Table include amounts deferred in 2023. All Other Compensation. We have a travel and reimbursement policy pursuant to which we reimburse directors for travel and other expenses incurred in connection with business of the Board. The presence of a director’s spouse may be appropriate or necessary at certain meetings, conferences or other business-related functions. In those cases, pursuant to our policy, we pay the travel, meals and other expenses of the director’s spouse incurred while attending such functions. Pursuant to our reimbursement policy, to the extent the expenses of a spouse are imputed to the director as income, we will also reimburse the director for the taxes resulting from any such imputed income. In 2023, there were no incremental costs to the Company to provide reimbursement for spousal travel, meals, activities and other expenses under our policy.

  34. DIRECTOR COMPENSATION TABLE FOR 2023

    | NAMED EXECUTIVE PROFILES |

  35. STRONG COMPENSATION GOVERNANCE PRACTICES

    | WHAT WE DO: | WHAT WE DON’T DO: | | ✓ Pay for Performance. Significant emphasis on incentive- and performance-based compensation, with 60% of annual long-term incentive awards comprised of performance RSUs. ✓ Compensation Program Responsive to Stockholder Feedback. We seek stockholder input and perspective on our compensation program. ✓ Benchmarking to Similarly Sized Companies. We avoid benchmarking executive pay to oversized peers by ensuring that the market data reflects companies of similar revenue size. ✓ Clawbacks. We can recover compensation under our annual and long-term incentive plans in appropriate circumstances, including restatements. ✓ “Double Trigger” Vesting in a Change in Control. ✓ Limited Perquisites and Tax Reimbursements. ✓ Stock Ownership Requirements. We maintain robust requirements for our executive officers and directors. ✓ Independent Compensation Consultant. | X No Hedging or Pledging. We do not permit hedging or pledging of our securities by our executive officers and directors. X No Excise Tax Gross-ups. There are no tax gross-ups on change-in-control benefits. X No Employment Agreements for our Executive Officers. X No Excessive Risk-Taking in Incentive Compensation. Our annual and long-term incentive programs use multiple performance metrics and capped pay-outs and other features intended to minimize the incentive to take overly risky actions. X No Guaranteed Minimum Pay-out for our Annual or Long-term Performance-based Awards. |

  36. 2023 EXECUTIVE COMPENSATION PLAN DESIGN

    2023 EXECUTIVE COMPENSATION PLAN DESIGN Following a comprehensive review of our executive compensation program with Exequity, our executive compensation consultant, we made the following design changes to the 2023 executive compensation program: (i) decreased the weighting of our operating income metric in our short-term incentive plan from 75% to 70%; (ii) increased the weighting of our operating cash flow metric in our short-term incentive plan from 15% to 20%; (iii) changed the threshold and maximum performance parameters within our short-term incentive plan from 80% and 120%, respectively, to 85% and 115%, respectively; and (iv) introduced non-qualified stock options as a component of our long-term incentive equity grant program for our Named Executives and certain other management employees. The following are some of the key design attributes and components of BWXT's 2023 incentive program.

  37. 2023 EXECUTIVE COMPENSATION PLAN DESIGN

    | 2023 Executive Compensation Plan Design Overview | | | Pay Philosophy | Base salary, annual incentive and long-term incentive compensation designed to attract and retain leadership talent and incent a strong focus on operating results and alignment with stockholder interests | | Annual Incentive Program | 90% financial performance (70% operating income and 20% operating cash flow) and 10% individual performance (including 3% for safety) weighting of the total award opportunity | | Long-Term Incentive Program | 20% time-based restricted stock units, 20% time-based non-qualified stock options and 60% performance RSUs with performance based on 40% adjusted EBITDA, 40% Return on Invested Capital ("ROIC") and 20% relative Total Shareholder Return ("TSR") performance metrics to align incentives with strategic initiatives to drive growth, promote efficient capital management and align with stockholder returns. |

  38. 2023 EXECUTIVE COMPENSATION PLAN DESIGN

    | Financial Performance Metrics for Annual Incentive Awards | Financial Performance Metrics for Performance-Based RSUs | | 70% Operating Income 20% Operating Cash Flow | 40% Adjusted EBITDA 40% Return on Invested Capital 20% Relative Total Shareholder Return |

  39. 2023 TOTAL DIRECT COMPENSATION ELEMENTS

    | Element | Description | Primary Design Objectives | | Base Salary | •Annual fixed cash compensation | •Attract and retain leadership talent •Compensate for role and responsibilities | | Annual Incentive | •Annual incentive award based on 90% financial performance goals and 10% individual goals, which includes safety goals •Financial performance metrics include: ◦Operating income (70%) and ◦Operating cash flow (20%) •Financial results, along with the individual goals (including safety goals), determine payout multiplier (0% - 200%) •No payout unless at least threshold operating income goal is achieved; payouts capped at 2 times target for maximum performance | •Emphasize operating results by heavily weighting financial performance •Select financial performance metrics that align our short-term performance with our long-term performance objectives •Align compensation with safety, which we view as a key component for the success of our business •Retain individual performance component to ensure focus on specific goals unique to each executive's role and responsibilities | | Long-Term Incentive | •Long-term incentive grant weighted towards performance, including: ◦60% performance-based restricted stock units with 3-year cliff vesting based on 40% adjusted EBITDA, 40% ROIC and 20% relative TSR ◦20% restricted stock units with 3-year ratable vesting ◦20% non-qualified stock options with 3-year ratable vesting | •Alignment with stockholder interest •Promote executive focus on long-term company performance •Utilize performance metrics that are meaningful drivers of long-term value creation and align with stockholder returns •Retain key talent through multi-year vesting |

  40. COMPENSATION PROGRAM RISK MITIGATION

    | Program Elements Mitigating Risk | | | Reasonable and Balanced Compensation Program | Using the elements of total direct compensation, the Compensation Committee seeks to provide compensation opportunities for Named Executives targeted at or near the median compensation through benchmarking. However, individual pay positioning may vary due to a variety of factors, including level of experience, performance, market demand, criticality of role, variance to applicable benchmark data and other factors. Accordingly, the committee's judgment will always be the guiding factor in compensation decisions. As a result, we believe the total direct compensation of Named Executives provides reasonable compensation opportunities with an appropriate mix of cash and equity, annual and long-term incentives and performance metrics. | | Emphasis on Long-Term Incentive over Annual Incentive Compensation | Long-term incentive compensation typically makes up a larger percentage of a Named Executive’s target total direct compensation than annual incentive compensation. Incentive compensation helps drive performance and align the interests with those of stockholders. By tying a significant portion of total direct compensation to long-term incentives, typically over a three-year period, we promote longer-term perspectives regarding Company performance. | | Long-Term Incentive Compensation subject to Forfeiture for Bad Acts; Clawback | The Compensation Committee may terminate any outstanding stock award if the recipient (i) is convicted of a misdemeanor involving fraud, dishonesty or moral turpitude or a felony, or (ii) engages in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of the Company. Additionally, incentive compensation awards include provisions allowing us to recover excess amounts paid to individuals in the event of a restatement, among other things. | | Linear and Capped Incentive Compensation Payouts | The Compensation Committee establishes financial performance goals that are used to plot a linear payout formula for annual and long-term incentive compensation to avoid detrimental behaviors that could be associated with cliffs in payout curves. The maximum payout for both the annual and long-term incentive compensation is capped at 200% percent of target. | | Use of Multiple and Appropriate Performance Metrics | We use multiple performance metrics to avoid having compensation opportunities overly weighted toward the performance result of a single measure. In general, our incentive programs are based on a mix of financial, safety, stockholder return and individual performance. | | Stock Ownership Guidelines | Our executive officers, including Named Executives, and directors are subject to stock ownership guidelines that help to promote longer-term perspectives and align the interests with those of our stockholders. |

  41. DETERMINING NAMED EXECUTIVE COMPENSATION

    | How Our Compensation Committee Sets Annual and Long-Term Incentive Performance Goals | | | Determining Financial Goals | •Our Compensation Committee strives to set financial performance goals that are rigorous enough to motivate our executives and our businesses to achieve meaningful increases over prior year results, but within reasonably obtainable parameters to discourage pursuit of excessively risky business strategies. •For our 2023 annual incentive plan, the committee set financial performance goals as follows: ◦Operating Income (70%): The committee set the target goal based on the Company's 2023 forecast. ◦Operating Cash Flow (20%): The committee set the target goal based on the Company's 2023 operating cash flow forecast. •The committee set our 2023 long-term incentive plan financial performance goals as follows: ◦40% Adjusted Earnings Before Income Tax Depreciation and Amortization ("EBITDA"): The target goal was set to focus on profitability and operational performance that aligns with our mid-term public guidance. ◦40% Return on Invested Capital: The target goal was established to be higher than the average return on invested capital of our compensation peer group and historical internal target performance. ◦20% Relative Total Shareholder Return: The target goal was intended to align with long-term performance for stockholders (measured by cumulative TSR with dividends reinvested) relative to a relevant industry index that we believe best captures our performance against companies that would be similarly impacted by certain variables and trends in the economy. | | Determining Individual Goals | •To ensure individual accountability plays a role in annual incentive payout determinations, pre-approved individual goals for our Named Executives are established at the beginning of each performance period that are assessed at its conclusion. That assessment determines whether there will be any adjustment up or down to the Named Executive's annual incentive payment, as approved by the Compensation Committee, or in the case of the Chief Executive Officer, the Board of Directors. In all cases, the resulting annual incentive payment amount must be made within the bounds of the annual incentive plan design. The use of positive discretion outside the bounds of the annual incentive plan design is not employed, while the Compensation Committee and the Board of Directors reserve the right to use negative discretion at any time, should facts and circumstances warrant its use. | | Determining Safety Goals | •To promote rigor and continuous improvement in our safety goals, the committee set our primary safety goals for Total Recordable Incident Rate ("TRIR"), and Days Away, Restricted or Transferred ("DART") to incentivize a focus on our safety performance. | | Resources and Advisers to Our Compensation Committee | | | Independent Outside Consultant | •Provides the Compensation Committee with information and advice on the design, structure and level of executive and director compensation. •Attends Compensation Committee meetings, including executive sessions. •Engaged and directed by the Compensation Committee. •Works directly with our Compensation Committee on the compensation of our Named Executives, including our Chief Executive Officer. •Exequity served as executive compensation consultant to the Compensation Committee for 2023. | | Management | •Our Human Resources department, in consultation with the Compensation Committee chair and Exequity, prepares information for the Compensation Committee, including market data provided by Exequity and recommendations of our Chief Executive Officer regarding compensation of other executives. •Our Chief Executive Officer and senior Human Resources personnel attend committee meetings and, as requested by the Compensation Committee, participate in deliberations on executive compensation (except in respect to their own compensation) and select executive sessions. |

  42. DETERMINING NAMED EXECUTIVE COMPENSATION

    | Stockholder Outreach and Stockholder Vote on Executive Compensation | •We provide our stockholders with the opportunity to cast an annual advisory vote on the compensation of our Named Executives. •99.2% of the votes cast at our 2023 Annual Meeting of Stockholders on the executive compensation proposal were voted in favor of our executive compensation. •Although our stockholders expressed strong support for our executive compensation proposals in the past three years, members of our management team have conducted and plan to continue to conduct outreach programs with our stockholders to discuss executive compensation, corporate governance, environmental, social and other matters. See "Stockholder Outreach" under "Corporate Governance" above for more information. •Our Compensation Committee considers stockholder feedback when selecting financial performance metrics and the mix of equity award vehicles. Our stockholder engagement efforts have informed our committee’s decision to select relative TSR as a long-term performance metric. | | How We Set Target Compensation | | | Target +/-15% of Median Compensation | •We believe compensation of our Named Executives is competitive at or near the median compensation paid for comparable positions. •We generally seek to set target compensation for each element of total direct compensation and in the aggregate at approximately +/-15% of the median compensation determined through benchmarking (referred to as “median” or “median range” in this CD&A). •The Compensation Committee may adjust a Named Executive’s target compensation, including setting it outside the median range, for a variety of reasons, including: ◦specific responsibilities; ◦performance; ◦tenure; ◦experience; ◦succession planning; ◦internal equity; and ◦other factors or situations that are not typically captured by looking at standard market data. •Compensation actually earned by a Named Executive may be outside the median range targeted, depending on the reasons listed above, achievement of performance goals, fluctuations in our stock price and/or satisfaction of vesting conditions. | | How We Benchmark Total Direct Compensation | | | Primary Benchmark: Custom Peer Group Proxy Data | •To help determine 2023 target compensation for our Named Executives, the Compensation Committee reviewed proxy data for our custom peer group, which serves as the principal reference group. •The custom peer group consisted of 19 companies with whom we compete for executive talent from the aerospace and defense and other related industries. The companies comprising our custom peer group for the 2023 review are listed at the end of this CD&A. •The committee also utilizes the custom peer group to benchmark the design of our incentive compensation. | | Secondary Benchmark: Willis Towers Watson General Industry Executive Compensation Survey | •In addition, the Compensation Committee reviewed Willis Towers Watson survey data as a secondary benchmark for reviewing Named Executive compensation. •Survey data sourced from Willis Towers Watson’s 2022 General Industry Executive Compensation Survey with a focus on companies with revenues between $1B and $3B. | | Annual Review | •The Compensation Committee reviewed each element of target compensation at the 25th, 50th (median) and 75th percentiles of the two benchmark groups to determine current positioning and whether any changes were warranted for 2023 target compensation. |

  43. 2023 TARGET TOTAL DIRECT COMPENSATION

    | Named Executive | Annual Base Salary ($) | Annual Incentive ($) | Long-Term Incentive ($) | Target Total Direct Compensation ($) | | Rex D. Geveden | 975,000 | 975,000 | 4,200,000 | 6,150,000 | | Robb A. LeMasters | 530,000 | 397,500 | 1,075,000 | 2,002,500 | | Kevin M. McCoy | 735,000 | 477,750 | 600,000 | 1,812,750 | | Omar F. Meguid(1) | 425,000 | 212,500 | 880,000 | 1,517,500 | | Robert L. Duffy | 400,000 | 200,000 | 700,000 | 1,300,000 | | (1) Mr. Meguid joined the Company as Senior Vice President and Chief Digital Officer on January 1, 2023. He received a $500,000 sign-on restricted stock unit grant at that time, which is included in the $880,000 long-term incentive amount in the table above. | | | | |

  44. ANNUAL INCENTIVE COMPENSATION

    ANNUAL INCENTIVE COMPENSATION Overview and Design. We pay annual incentives to drive the achievement of key business results and to recognize individuals based on their contributions to those results. The Compensation Committee administers cash-based annual incentive compensation for our Named Executives through our Executive Incentive Compensation Plan (“EICP”), which was previously approved by our stockholders. Analysis of Target Percentage. The Compensation Committee set target percentages indicated in the table below during its annual review of executive compensation in February 2023. Set forth below are the target percentages for each of our Named Executives, as determined by the Compensation Committee based on its review of comparative market data for each Named Executive.

  45. 2023 TARGET ANNUAL INCENTIVE COMPENSATION

    2023 TARGET ANNUAL INCENTIVE COMPENSATION

  46. 2023 TARGET ANNUAL INCENTIVE COMPENSATION

    | Named Executive | EICP Target %(1) | | Mr. Geveden | 100% | | Mr. LeMasters | 75% | | Adm. McCoy | 65% | | Mr. Meguid | 50% | | Mr. Duffy | 50% |

  47. 2023 TARGET ANNUAL INCENTIVE COMPENSATION

    (1)Each Named Executive’s EICP target compensation was calculated by multiplying the applicable EICP Target % by the applicable projected earnings from salary during 2023. See “Compensation of Executive Officers – Summary Compensation Table” for each Named Executives’ earnings from salary during 2023. The following provides details on the performance metrics selected by our Compensation Committee for our 2023 EICP.

  48. 2023 TARGET ANNUAL INCENTIVE COMPENSATION

    | 2023 EICP Performance Metrics | | | Financial (90%) Operating Income (70%) Operating Cash Flow (20%) | Rationale: Operating income is our primary measure of profitability, which we believe is a strong driver of shareholder value; Operating cash flow promotes management focus on strong cash flow generation to support our balanced capital deployment strategy between dividends, mergers and acquisitions and share repurchases. Key Features: No pay-out unless at least threshold BWXT consolidated operating income performance goal is achieved; financial performance determines the maximum amount a Named Executive can earn. Payout Calculation: Ranges from 0% - 180% based on achievement of financial goals; result is referred to as the “Financial Multiplier.” |

  49. 2023 TARGET ANNUAL INCENTIVE COMPENSATION

    | Individual (10%) Safety | Rationale: Allows our CEO (or the Compensation Committee, in the case of Mr. Geveden) to differentiate incentive pay-outs among our Named Executives by exercising discretion on the target amount of each Named Executive’s individual performance component, based on the assessment of each Named Executive’s individual performance during 2023. Safety Component: A key component of the success of our business is safety, and TRIR and DART performance targets are included in the individual goal to focus attention on day-to-day operational safety by measuring (i) the rate of recordable workplace injuries and (ii) the severity of injuries, respectively. The maximum individual component is reduced for each of the TRIR and DART safety metrics if their targets are not achieved. Payout Calculation: Ranges from 0% - 20%, based on individual performance as adjusted for the safety component, referred to as the “Individual Performance Result.” |

  50. 2023 TARGET ANNUAL INCENTIVE COMPENSATION

    Summary of EICP Payouts. The total payout percentage represents the combined results of applicable financial, individual and safety performance for each Named Executive. The amount paid under the EICP for 2023 can be illustrated by the following formula: Total Cash Award = Salary x Target % x (Financial Multiplier % + Individual Performance Result %), with a minimum payout of 0% and a maximum payout of 200% of target At the time the Compensation Committee established the 2023 financial goals, it designed the 2023 annual incentive plan to exclude from actual operating income and operating cash flow results the effect of certain pre-established items that it believed would not reflect operating performance, including (1) expenses associated with restructuring activity or asset acquisitions or dispositions, (2) pension accounting mark-to-market losses, (3) losses in respect of legal proceedings, divestitures, and impairment to assets, (4) acquisition-related amortization, (5) currency fluctuations, (6) acts of God, and (7) other unusual or non-recurring items. Regardless of the level of performance achieved, the Compensation Committee retains the right to adjust the amount of annual incentive compensation payable in its discretion. No such discretion was applied to the 2023 payouts. 2023 EICP Performance Goals. The Compensation Committee established the following financial and safety performance goals for 2023.

  51. 2023 TARGET ANNUAL INCENTIVE COMPENSATION

    | 2023 EICP FINANCIAL GOALS | | | | | | Metric (Weight) | Threshold Goal 50% Payout | Target Goal 100% Payout | Maximum Goal 200% Payout | Actual(1) | | Operating Income(2) (70%) | $333.4 million | $392.3 million | $451.1 million | $393.7 million | | Operating Cash Flow (20%) | $296.0 million | $348.2 million | $400.4 million | $369.9 million | | (1) See "Analysis of Financial Performance" below for more information. | | | | | | (2) The financial performance for all Named Executives is based on BWXT consolidated financial results, except for Adm. McCoy, for whom operating income (70% of 2023 EICP) is measured 37.5% on BWXT consolidated results and 32.5% on the Government Operations segment results. | | | | |

  52. 2023 TARGET ANNUAL INCENTIVE COMPENSATION

    | 2023 SAFETY GOALS | | | | | | Safety Metric | Threshold | Target | Maximum | Actual | | TRIR | 0.80 | 0.64 | 0.54 | 0.76 | | DART | 0.34 | 0.27 | 0.22 | 0.40 | | Total Safety Multiplier | 0.50 | 1.00 | 2.00 | 0.31 |

  53. 2023 TARGET ANNUAL INCENTIVE COMPENSATION

    Analysis of 2023 EICP Financial Performance Results. The adjusted financial performance results for the 2023 performance period resulted in a 100% Financial Multiplier payout level for each of our Named Executives (98% for Adm. McCoy) versus the target level of 90%. These results included mandatory, pre-established adjustments from our GAAP operating income and operating cash flow results for the items discussed on the previous page. Analysis of 2023 EICP Safety and Individual Performance Results. The adjusted safety performance resulted in a reduction of the 10% target and 20% maximum for the Individual Performance Result to a 9% target and 18% maximum. The table above sets forth the target goals applicable to each safety metric and the level of achievement in 2023. The Company fell short of its TRIR target albeit above threshold performance, and fell below threshold performance of its DART target in 2023, which resulted in the target reduction described above. Our Named Executives are also evaluated on pre-established individual performance goals. The independent directors of the Board evaluated the individual performance factors for the Chief Executive Officer, as recommended by the Compensation Committee, when establishing 2023 annual payouts under the EICP. The independent directors of the Board considered the aggregate achievements of the other Named Executives, as overseen and driven by the Chief Executive Officer, along with his significant focus on upgrading key talent across the BWXT enterprise in 2023; his focus on continuous improvement which resulted in significant operational improvements and garnered a positive response from the Company's investor and customer base; and key development program wins in 2023 that stand to broaden the Company's core capabilities. As a result, Mr. Geveden had an Individual Performance Result (as adjusted for Safety Performance) of 16%. The Compensation Committee evaluated the individual performance factors of the other Named Executives and considered recommendations from the Chief Executive Officer when establishing 2023 annual payouts under the EICP. For Adm. McCoy, the Compensation Committee considered his significant operational performance at several of his key sites; his establishment of BWXT's first continuous improvement office and operating model; and exceptional performance within the Nuclear Fuel Services Division. Mr. LeMasters' individual performance factors were specific to his improvements within the Investor Relations function; the enhancement of BWXT's Financial Planning & Analysis organization; and talent improvements within the finance function at large. Mr. Duffy's individual performance factors included a 120% improvement in annual hiring and a 23% reduction in voluntary attrition, along with the roll-out of key programs to enhance retention for the long term. For Mr. Meguid, the Committee considered his completion of the BWXT long-term Digital Roadmap and the launch of digital workplace improvements across the Company's commercial network in 2023. As a result, Messrs. LeMasters, McCoy, Meguid and Duffy had Individual Performance Results (as adjusted for Safety performance) of 15%, 17%, 13% and 17%. Analysis of EICP Payouts. The following table indicates the amount earned under the EICP by our Named Executives based for the 2023 performance period (January 1, 2023 – December 31, 2023). For each Named Executive, the Financial Multiplier plus the maximum Individual Performance Result available under the EICP (the "Maximum Performance Percentage") established the maximum eligible amount of EICP for 2023, subject to the final determination by the Compensation Committee and, with respect to the Chief Executive Officer, the independent directors of the Board.

  54. 2023 EICP PAYOUTS

    2023 EICP PAYOUTS

  55. 2023 EICP PAYOUTS

    | | Mr. Geveden | Mr. LeMasters | Adm. McCoy(1) | Mr. Meguid | Mr. Duffy | | Earnings from Salary | $962,500 | $522,500 | $735,000 | $425,000 | $400,000 | | Target Percentage | 100% | 75% | 65% | 50% | 50% | | Maximum Performance Percentage(2) | 118% | 118% | 115% | 118% | 118% | | Performance Percentage Applied(3) | 116% | 115% | 115% | 113% | 117% | | Total 2023 EICP Payout(4) | $1,112,500 | $450,000 | $550,000 | $240,000 | $235,000 |

  56. 2023 EICP PAYOUTS

    | (1) The financial performance for all Named Executives is based on BWXT consolidated financial results, except for Adm. McCoy, for whom operating income (70% of 2023 EICP) is measured 37.5% on BWXT consolidated results and 32.5% on Government Operations segment results. | | (2) For each Named Executive, the Maximum Performance Percentage is the Financial Multiplier plus the maximum Individual Performance Result available under the plan design. Adm. McCoy's maximum is the result of rounding in the calculation formula. | | (3) For each Named Executive, the Performance Percentage Applied is the Financial Multiplier plus the Individual Performance Result as determined by the Compensation Committee for such executive, with the exception of the Chief Executive Officer, which was determined by the independent directors of the Board. | | (4) Amount is based upon the achievement of financial and non-financial performance metrics with no upward or downward discretion exercised by the Board of Directors with respect to the resulting amount. Amounts may not foot due to rounding. |

  57. LONG-TERM INCENTIVE COMPENSATION

    LONG-TERM INCENTIVE COMPENSATION Value of 2023 Target Long-Term Incentive Compensation. The following table shows the 2023 target long-term incentive compensation for each Named Executive.

  58. 2023 TARGET LONG-TERM INCENTIVE COMPENSATION

    2023 TARGET LONG-TERM INCENTIVE COMPENSATION

  59. 2023 TARGET LONG-TERM INCENTIVE COMPENSATION

    | Named Executive | Target Value | | Mr. Geveden | $4,200,000 | | Mr. LeMasters | 1,075,000 | | Adm. McCoy | 600,000 | | Mr. Meguid(1) | 380,000 | | Mr. Duffy | 700,000 | | (1) Mr. Meguid joined the Company as Senior Vice President and Chief Digital Officer on January 1, 2023. He received a $500,000 sign-on restricted stock unit grant at that time, separate from his 2023 annual long-term incentive grant. | |

  60. 2023 TARGET LONG-TERM INCENTIVE COMPENSATION

    2023 Target Long-Term Incentive Award Types. In determining the type and mix of stock granted to our Named Executives, the Compensation Committee seeks to maintain a strong correlation between pay and performance while promoting retention of key employees. The Compensation Committee allocated 2023 long-term incentive compensation as follows.

  61. Long-Term Incentive Award Mix

    Long-Term Incentive Award Mix

  62. 2023 RESTRICTED STOCK UNITS

    2023 RESTRICTED STOCK UNITS When granting restricted stock units, the Compensation Committee targets a dollar value rather than a number of shares or units. The target value was set by the Compensation Committee as previously discussed. The fair market value was the closing price of our common stock on the NYSE on the date of grant. For more information regarding the 2023 restricted stock units, see the "Grants of Plan-Based Awards" table under “Compensation of Executive Officers” below.

  63. 2023 STOCK OPTIONS

    2023 STOCK OPTIONS When granting non-qualified stock options, the Compensation Committee targets a dollar value rather than a number of shares. The target value was set by the Compensation Committee as previously discussed. We used a Black-Scholes model to determine valuation, and the strike price was the closing price of our common stock on the NYSE on the date of grant. The Compensation Committee elected to add stock options as an element of compensation in order to better align management with the interests of stockholders. For more information regarding the 2023 stock options, see the "Grants of Plan-Based Awards" table under “Compensation of Executive Officers” below.

  64. 2023 PERFORMANCE RESTRICTED STOCK UNITS

    2023 PERFORMANCE RESTRICTED STOCK UNITS

  65. 2023 PERFORMANCE RESTRICTED STOCK UNITS

    | Attributes | Rationale | | •Vest between 0% and 200% of the amount of initial shares granted depending on adjusted EBITDA performance (40% weighting), average ROIC performance (40% weighting) and relative TSR (20% weighting) attained during performance period. •Performance period runs from January 1, 2023 through December 31, 2025. •For each performance metric, results at the threshold, target and maximum goals produce vesting at 50%, 100% and 200%, respectively, of the initial performance restricted stock units granted. •Vesting for performance results between threshold and target or target and maximum is determined by linear interpolation. No amount will vest with respect to any performance metrics unless threshold results are attained. | •We believe that over the long-term, there is a high degree of correlation between our adjusted EBITDA, as a measure of profitability and our stock price performance. The addition of relative TSR was further designed to align incentive payouts with stockholder value creation. •Accordingly, we use adjusted EBITDA in long-term stock-based compensation to more closely align our goals with stockholder interests. •We believe using different performance metrics than in the annual incentive compensation program reduces the focus on a single metric at the expense of others, helping to mitigate risk related to incentive compensation. •Including ROIC helps promote management focus on asset utilization. |

  66. 2023 PERFORMANCE RESTRICTED STOCK UNITS

    The Compensation Committee sets target and maximum goals based on the sum of the adjusted EBITDA estimates for each year of the Performance Period. To complement financial results under our annual incentive compensation program, we derived the estimates from the prior year adjusted EBITDA and assumed growth rates of 7% and 12% for target and maximum goals, respectively. We set the threshold goal at 90% of the adjusted EBITDA target, consistent with the structure of annual incentive compensation. We set threshold, target and maximum goals for ROIC at 9.7%, 12.1% and 14.5%, respectively, which the Compensation Committee determined to be appropriate based on management’s projections of the Company’s financial results for the performance period. We set threshold, target and maximum goals for relative TSR at 25th percentile, 50th percentile and 75th percentile, respectively. TSR performance is measured against the companies that comprised the S&P Select Aerospace & Defense Select Industry Index at the beginning of the performance period. For more information regarding the 2023 performance restricted stock units, see the "Grants of Plan-Based Awards" table under “Compensation of Executive Officers” below and disclosures under “Compensation of Executive Officers – Estimated Future Payouts Under Equity Incentive Plan Awards.”

  67. 2021 PERFORMANCE RESTRICTED STOCK UNITS

    2021 PERFORMANCE RESTRICTED STOCK UNITS In 2021, the Committee established the following financial performance goals for the performance restricted stock units over the January 1, 2021 to December 31, 2023 performance period.

  68. 2021 PERFORMANCE RESTRICTED STOCK UNITS

    | 2021 Performance Restricted Stock Unit Goals | | | | | | Metric (Weight) | Threshold Goal 50% Payout | Target Goal 100% Payout | Maximum Goal 200% Payout | Actual | | Three-Year Cumulative Earnings per Share (50%) | $8.99 | $9.99 | $10.49 | $9.26 | | Return on Invested Capital (50%) | 10.0% | 12.5% | 15.0% | 13.1% |

  69. 2021 PERFORMANCE RESTRICTED STOCK UNITS

    Analysis of Financial Performance. Based on the actual results for the three-year cumulative earnings per share and return on invested capital metrics in relation to the respective goals, the Compensation Committee determined the weighted financial performance was 94% of target under the 2021 Performance Restricted Stock Unit Award in February 2024. The following table indicates the shares earned under the LTIP by our Named Executives for the January 1, 2021 to December 31, 2023 performance period. Adm. McCoy, Mr. Meguid and Mr. Duffy were not participants in the 2021 Performance Restricted Stock Unit awards and did not receive any payouts.

  70. ANALYSIS OF 2021 PERFORMANCE RESTRICTED STOCK UNIT PAYOUT

    ANALYSIS OF 2021 PERFORMANCE RESTRICTED STOCK UNIT PAYOUT

  71. ANALYSIS OF 2021 PERFORMANCE RESTRICTED STOCK UNIT PAYOUT

    | | Mr. Geveden | Mr. LeMasters | Adm. McCoy | Mr. Meguid | Mr. Duffy | | Target Award (in Shares) | 35,389 | 4,448 | — | — | — | | Weighted Financial Performance Percentage(1) | 94% | 94% | —% | —% | —% | | Total Earned Shares | 33,266 | 4,182 | — | — | — |

  72. ANALYSIS OF 2021 PERFORMANCE RESTRICTED STOCK UNIT PAYOUT

    | (1) The weighted financial performance is based on BWXT consolidated financial results 50% for three-year cumulative earnings per share and 50% for return on invested capital over the measurement period. |

  73. SEVERANCE ARRANGEMENTS

    SEVERANCE ARRANGEMENTS BWXT Severance Plan. We maintain the BWX Technologies, Inc. Executive Severance Plan to provide a measure of financial assistance to eligible executives, including the Named Executives, who are involuntarily terminated for reasons other than cause. The Executive Severance Plan provides for a lump sum payment of one year of base salary and the cost of nine months of continuation coverage for medical, dental and vision benefits under COBRA, and outplacement services for twelve months. Eligible executives must execute a general release, including non-compete, non-disclosure, non-disparagement and non-solicitation covenants, in order to receive such benefits. Change-in-Control Agreements. The Company provides change-in-control agreements to certain executives, including the Named Executives. We believe change-in-control agreements protect stockholders’ interests by serving to: •attract and retain top-quality executive management; •assure both present and future continuity of executive management in the event of a threatened or actual change in control; and •ensure the objective focus of executive management in the evaluation of any change in control opportunities. Our change-in-control agreements contain what is commonly referred to as a “double trigger,” that is, they provide cash benefits only upon a qualified termination of the executive within 30 months following a change in control. Stock awards are subject to the terms of the award agreements and, for stock awards granted prior to 2021, vest outstanding stock immediately on the occurrence of a change in control, regardless of whether there is a subsequent termination of employment. Our 2020 Plan provides that vesting of stock awards in the event of a change in control will be subject to a double trigger which applies to equity awards granted in 2021 and after. Additionally, the change-in-control agreements do not provide any tax gross-up on the benefits following a qualified termination. Instead, the change-in-control agreements contain a “modified cutback” provision, which acts to reduce the benefits payable to an executive to the extent necessary so that no excise tax would be imposed on the benefits paid, but only if doing so would result in the executive retaining a larger after-tax amount. The provision was included with the intent of benefiting the Company by seeking to preserve the tax deductibility of the benefits paid under the agreement, without compromising the objectives for which the agreement was approved. See the “Potential Payments Upon Termination or Change in Control” tables under “Compensation of Executive Officers” below and the accompanying disclosures for more information regarding the change in control agreements with our Named Executives, events considered to be change in control events and other plans and arrangements that have different trigger mechanisms relating to a change in control.

  74. OTHER COMPENSATION POLICIES AND PRACTICES

    OTHER COMPENSATION POLICIES AND PRACTICES Stock Ownership Guidelines. We maintain stock ownership guidelines for our executives and non-management directors. These guidelines establish minimum stock ownership levels of two to five times annual base salary for our executives, and five times annual base retainer for non-management directors. Below are the minimum ownership levels for our non-management directors and Named Executives: •Non-management Directors – Five times (5x) annual base retainer •Chief Executive Officer – Five times (5x) annual base salary •Other Named Executives – Three times (3x) annual base salary Directors and executives have five years to achieve their respective minimum ownership levels. No executive or director is authorized to sell any shares of our common stock (other than to satisfy applicable withholding tax obligations resulting from a transaction involving such stock or to cover the exercise price of stock options) unless they have met their respective guideline. The Governance Committee annually reviews the compliance with these guidelines and has discretion to waive or modify the stock ownership guidelines for directors and executives. All of our directors and Named Executives have achieved, or are in the process of achieving, their minimum ownership levels in accordance with the stock ownership guidelines. Timing of Stock Awards. The Compensation Committee generally approves our annual stock-based awards for grant effective as of the second business day following the filing of our annual report on Form 10-K with the SEC. Hedging, Pledging and Short Sale Policies. We maintain a policy that prohibits all directors, officers and employees from trading in puts, calls or other options on Company securities and otherwise engaging in hedging or monetization transactions, such as zero-cost collars and forward-sale contracts, that are designed to hedge or offset any decrease in the market value of Company securities. Our policy also prohibits directors, officers and employees from holding Company securities in margin accounts, pledging Company securities and engaging in short sales of company securities. This policy applies to all Company securities, including common stock held by directors, officers and employees whether granted by the Company or held directly or indirectly by the individual. Clawbacks. Incentive compensation awards include provisions allowing us to recover excess amounts paid to individuals who knowingly engage in a fraud resulting in a restatement. The Compensation Committee may also terminate any outstanding stock award if the recipient (i) is convicted of a misdemeanor involving fraud, dishonesty or moral turpitude or a felony, or (ii) engages in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of the Company. The Company also has a clawback policy that complies with NYSE listing standards and requires the Company, in the event of a restatement, to recover from current and former executives, regardless of fault, any incentive-based compensation received during the three years preceding the date the Company concludes that an accounting restatement is required, that would not have been paid under the restated financial statements. Proxy Data Custom Peer Group for 2023 Compensation. In 2022, the Compensation Committee evaluated the peer group and made certain changes for 2023. Set forth below are the peer companies included in our 2023 compensation review.

  75. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  76. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary(1) | Stock Awards(2) | Option Awards(3) | Non-Equity Incentive Plan Compensa-tion(3) | Change in Pension Value and Nonqual-ified Deferred Compen-sation Earnings(4) | All Other Compensation(5) | Total | | Rex D. Geveden President and Chief Executive Officer | 2023 | $962,500 | $3,509,655 | $840,005 | $1,112,500 | $— | $248,430 | $6,673,090 | | | 2022 | 925,000 | 3,576,173 | — | 999,000 | — | 216,519 | 5,716,692 | | | 2021 | 925,000 | 3,499,932 | — | 530,538 | — | 168,576 | 5,124,046 | | Robb A. LeMasters Senior Vice President and Chief Financial Officer | 2023 | 522,500 | 898,346 | 215,007 | 450,000 | — | 59,788 | 2,145,641 | | | 2022 | 500,000 | 715,225 | — | 378,000 | — | 44,299 | 1,637,524 | | | 2021 | 457,045 | 440,006 | — | 149,819 | — | 45,773 | 1,092,643 | | Kevin M. McCoy President, Government Operations | 2023 | 735,000 | 501,275 | 120,001 | 550,000 | — | 56,338 | 1,962,614 | | | 2022 | 735,000 | 357,547 | — | 472,973 | — | 44,100 | 1,609,620 | | Omar F. Meguid Senior Vice President and Chief Digital Officer | 2023 | 425,000 | 817,662 | 75,986 | 240,000 | — | 18,206 | 1,576,854 | | Robert L. Duffy Senior Vice President and Chief Administrative Officer | 2023 | 400,000 | 584,874 | 139,977 | 235,000 | — | 43,213 | 1,403,064 | | | 2022 | 137,500 | 1,200,033 | — | 74,250 | — | 7,625 | 1,419,408 |

  77. SUMMARY COMPENSATION TABLE

    (1)See “Salary” below for a discussion of the amounts reported in this column. (2)See “Stock Awards” below for a discussion of the amounts included in this column. (3)See “Non-Equity Incentive Plan Compensation” below for a discussion of the amounts included in this column. (4)See “Change in Pension Value and Nonqualified Deferred Compensation Earnings” below for a discussion of the amounts included in this column. (5)See “All Other Compensation” below for a discussion of the amounts included in this column. Salary. Amounts reported in the “Salary” column above include amounts that have been deferred under our qualified and non-qualified deferred compensation plans. Stock Awards. The amounts reported in the “Stock Awards” column for each Named Executive represent the aggregate grant date fair value of restricted stock units and performance restricted stock units granted to Named Executives for each respective year and computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718, excluding the effect of estimated forfeitures. The values for performance restricted stock units are based on our Named Executives attaining target performance levels, which we determined was the probable outcome at the time of grant. Assuming maximum performance levels were probable, the grant date fair value of each Named Executive's performance restricted stock unit awards in 2023 would be as follows: $4,685,657 for Mr. Geveden; $1,199,257 for Mr. LeMasters; $669,346 for Adm. McCoy; $423,913 for Mr. Meguid; and $780,957 for Mr. Duffy. See also the “Grants of Plan-Based Awards” table for more information regarding the stock awards granted to our Named Executives in 2023. Option Awards. The amounts reported in the “Option Awards” column for each Named Executive represent the aggregate grant date fair value of all option awards granted to Named Executives for each respective year and computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For a discussion of the valuation assumptions used in determining the grant date fair value, see Note 9 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2023. See also the “Grants of Plan-Based Awards” table for more information regarding the option awards granted to our Named Executives in 2023. Non-Equity Incentive Plan Compensation. The amounts reported in the “Non-Equity Incentive Plan Compensation” column are attributable to the annual incentive awards earned under our EICP. See the “Grants of Plan-Based Awards” table for more information regarding the annual incentive awards earned in 2023. All Other Compensation. The amounts reported for 2023 in the “All Other Compensation” column are attributable to the following:

  78. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table provides additional information on stock awards, option awards and non-equity incentive plan awards made to our Named Executives during the year ended December 31, 2023.

  79. GRANTS OF PLAN-BASED AWARDS

    | | Grant Date | Committee Action Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards; Number of Shares of Stock or Units(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | All Other Option Awards: Number of Shares of Stock Underlying Options(4) | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards(5) | | Name | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | Rex D. Geveden | 2/27/2023 | 2/21/2023 | $481,250 | $962,500 | $1,925,000 | | | | | | | | | | 2/27/2023 | 2/21/2023 | | | | 20,421 | 40,842 | 81,684 | | | | $2,669,671 | | | 2/27/2023 | 2/21/2023 | | | | | | | 13,614 | | | 839,984 | | | 2/27/2023 | 2/21/2023 | | | | | | | | 52,731 | $61.70 | 840,005 | | Robb A. LeMasters | 2/27/2023 | 2/21/2023 | 195,938 | 391,875 | 783,750 | | | | | | | | | | 2/27/2023 | 2/21/2023 | | | | 5,227 | 10,453 | 20,906 | | | | 683,260 | | | 2/27/2023 | 2/21/2023 | | | | | | | 3,486 | | | 215,086 | | | 2/27/2023 | 2/21/2023 | | | | | | | | 13,497 | 61.70 | 215,007 | | Kevin M. McCoy | 2/27/2023 | 2/21/2023 | 238,875 | 477,750 | 955,500 | | | | | | | | | | 2/27/2023 | 2/21/2023 | | | | 2,917 | 5,834 | 11,668 | | | | 381,331 | | | 2/27/2023 | 2/21/2023 | | | | | | | 1,944 | | | 119,945 | | | 2/27/2023 | 2/21/2023 | | | | | | | | 7,533 | 61.70 | 120,001 | | Omar F. Meguid | 2/27/2023 | 2/21/2023 | 106,250 | 212,500 | 425,000 | | | | | | | | | | 2/27/2023 | 2/21/2023 | | | | 1,848 | 3,695 | 7,390 | | | | 241,527 | | | 1/5/2023 | 12/20/2022 | | | | | | | 8,793 | | | 500,058 | | | 2/27/2023 | 2/21/2023 | | | | | | | 1,233 | | | 76,076 | | | 2/27/2023 | 2/21/2023 | | | | | | | | 4,770 | 61.70 | 75,986 | | Robert L. Duffy | 2/27/2023 | 2/21/2023 | 100,000 | 200,000 | 400,000 | | | | | | | | | | 2/27/2023 | 2/21/2023 | | | | 3,404 | 6,807 | 13,614 | | | | 444,939 | | | 2/27/2023 | 2/21/2023 | | | | | | | 2,268 | | | 139,936 | | | 2/27/2023 | 2/21/2023 | | | | | | | | 8,787 | 61.70 | 139,977 |

  80. GRANTS OF PLAN-BASED AWARDS

    (1)Amounts shown represent the range of potential payouts under our annual incentive compensation plan. See “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” below for a discussion of the amounts included in this column. The actual amounts paid to our Named Executives are included in the Non-Equity Incentive Plan Compensation column of the “Summary Compensation Table” above. (2)See "Estimated Future Payouts Under Equity Incentive Plan Awards" below for a discussion of the amounts included in this column. (3)Amounts shown represent shares of our common stock underlying restricted stock units. See “All Other Stock Awards” below for a discussion of the amounts included in this column. (4)Amounts shown represent the number of shares of our common stock underlying stock options. See "All Other Option Awards" below for a discussion of the amounts included in this column. (5)See "Grant Date Fair Value for Stock Awards" and "Grant Date Fair Value of Option Awards" below for a discussion of the amounts included in this column.

  81. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023 The following Outstanding Equity Awards at Fiscal Year-End table summarizes the equity awards we have made to our Named Executives that were outstanding as of December 31, 2023.

  82. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | | | Stock Awards(1) | | | | Option Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | | Rex D. Geveden | | | | | | | | | | | RSU(2) | 2/25/2021 | 7,219 | $553,914 | | | | | | | | PRSU(3) | 2/25/2021 | | | 35,389 | $2,715,398 | | | | | | RSU(4) | 2/18/2022 | 20,417 | 1,566,596 | | | | | | | | PRSU(5) | 2/18/2022 | | | 47,901 | 3,675,444 | | | | | | RSU(6) | 2/27/2023 | 13,614 | 1,044,602 | | | | | | | | PRSU(7) | 2/27/2023 | | | 40,842 | 3,133,807 | | | | | | Stock Options(8) | 2/27/2023 | | | | | — | 52,731 | $61.70 | 2/27/2033 | | Robb A. LeMasters | | | | | | | | | | | RSU(2) | 2/25/2021 | 989 | 75,886 | | | | | | | | PRSU(3) | 2/25/2021 | | | 4,448 | 341,295 | | | | | | RSU(4) | 2/18/2022 | 4,258 | 326,716 | | | | | | | | PRSU(5) | 2/18/2022 | | | 9,580 | 735,073 | | | | | | RSU(6) | 2/27/2023 | 3,486 | 267,481 | | | | | | | | PRSU(7) | 2/27/2023 | | | 10,453 | 802,059 | | | | | | Stock Options(8) | 2/27/2023 | | | | | — | 13,497 | $61.70 | 2/27/2033 | | Kevin M. McCoy | | | | | | | | | | | RSU(4) | 2/18/2022 | 2,128 | 163,281 | | | | | | | | PRSU(5) | 2/18/2022 | | | 4,790 | 367,537 | | | | | | RSU(6) | 2/27/2023 | 1,944 | 149,163 | | | | | | | | PRSU(7) | 2/27/2023 | | | 5,834 | 447,643 | | | | | | Stock Options(8) | 2/27/2023 | | | | | — | 7,533 | $61.70 | 2/27/2033 | | Omar F. Meguid | | | | | | | | | | | RSU(9) | 1/5/2023 | 8,793 | 674,687 | | | | | | | | RSU(6) | 2/27/2023 | 1,233 | 94,608 | | | | | | | | PRSU(7) | 2/27/2023 | | | 3,695 | 283,517 | | | | | | Stock Options(8) | 2/27/2023 | | | | | — | 4,770 | $61.70 | 2/27/2033 | | Robert L. Duffy | | | | | | | | | | | RSU(10) | 8/29/2022 | 15,072 | 1,156,475 | | | | | | | | RSU(6) | 2/27/2023 | 2,268 | 174,024 | | | | | | | | PRSU(7) | 2/27/2023 | | | 6,807 | 522,301 | | | | | | Stock Options(8) | 2/27/2023 | | | | | — | 8,787 | $61.70 | 2/27/2033 |

  83. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    (1)Stock awards shown include restricted stock units ("RSUs") that have time-based vesting and performance RSUs ("PRSUs") that vest depending upon the attainment of specified performance goals. Market values are based on the closing price of Company common stock as of December 29, 2023 ($76.73), as reported on the New York Stock Exchange. (2)Represents the final one-third of RSUs granted which vested on February 25, 2024. (3)These performance RSUs represent the right to receive one share of our common stock for each performance RSU that vests. The number and value of performance RSUs that vest depend upon the attainment of specified performance goals. The number and value of performance RSUs reported are based on achieving target performance levels. These performance RSUs vested on February 25, 2024. See "2021 Performance Restricted Stock Awards" under "Compensation Discussion and Analysis" for additional information. (4)Represents remaining two-thirds of RSUs granted with vesting in one-third increments beginning with the first anniversary of the grant date. An additional one-third (50% of the unvested RSUs shown) vested on February 18, 2024 and the remaining one-third will vest on February 18, 2025. (5)These performance RSUs represent the right to receive one share of our common stock for each performance RSU that vests. The number and value of performance RSUs that vest depend upon the attainment of specified performance goals. The number and value of performance RSUs reported are based on achieving target performance levels. These performance RSUs are generally scheduled to vest 100% on February 18, 2025. (6)Represents 100% of RSUs granted with vesting in one-third increments beginning with the first anniversary of the grant date. One-third of these RSUs vested on February 27, 2024, and the remaining RSUs will vest in equal installments on February 27, 2025 and 2026. (7)These performance RSUs represent the right to receive one share of our common stock for each performance RSU that vests. The number and value of performance RSUs that vest depend upon the attainment of specified performance goals. The number and value of performance RSUs reported are based on achieving target performance levels. These performance RSUs are generally scheduled to vest 100% on February 27, 2026. See the "Grants of Plan-Based Awards" table for more information about performance RSUs. (8)Represents 100% of stock options granted with vesting in one-third increments beginning with the first anniversary of the grant date. One-third of these stock options vested on February 27, 2024, and the remaining stock options will vest in equal installments on February 27, 2025 and 2026. (9)Represents 100% of RSUs granted with vesting in one-third increments beginning with the first anniversary of the grant date. One-third of these RSUs vested on January 5, 2024, and the remaining RSUs will vest in equal installments on January 5, 2025 and 2026. (10)Represents remaining two-thirds of RSUs granted with vesting in one-third increments beginning with the first anniversary of the grant date. An additional one-third (50% of the unvested RSUs shown) will vest on August 29, 2024 and the remaining one-third will vest on August 29, 2025.

  84. OPTION EXERCISES AND STOCK VESTED IN 2023

    OPTION EXERCISES AND STOCK VESTED IN 2023 The following table provides additional information about the value realized by our Named Executives on the vesting of BWXT stock awards during the year ended December 31, 2023. None of the Named Executives exercised stock options in 2023.

  85. OPTION EXERCISES AND STOCK VESTED IN 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting | | Rex D. Geveden | 77,832 | $4,782,546 | | Robb A. LeMasters | 8,868 | 552,498 | | Kevin M. McCoy | 1,064 | 64,404 | | Omar F. Meguid | — | — | | Robert L. Duffy | 7,536 | 554,122 |

  86. OPTION EXERCISES AND STOCK VESTED IN 2023

    | For each Named Executive, the amounts reported in the number of shares acquired on vesting column in the table above represent the aggregate number of shares of our common stock acquired by the Named Executive in connection with restricted stock units awarded under our Incentive Plans that vested in 2023. The amounts reported in the value realized on vesting column were calculated by multiplying the number of shares acquired by the closing price of our common stock on the date of vesting. The number of shares acquired in connection with the vesting of restricted stock units includes shares withheld to satisfy the withholding tax due on vesting as reported in the table at right for each Named Executive. | Name | Shares Withheld on Vesting of Restricted Stock Units and Performance Restricted Stock Units | | | Rex D. Geveden | 35,271 | | | Robb A. LeMasters | 4,079 | | | Kevin M. McCoy | 536 | | | Omar F. Meguid | — | | | Robert L. Duffy | 2,901 |

  87. NONQUALIFIED DEFERRED COMPENSATION IN 2023

    NONQUALIFIED DEFERRED COMPENSATION IN 2023 None of our Named Executives were eligible to participate in either qualified or nonqualified pension plans in 2023. The following Nonqualified Deferred Compensation table summarizes our Named Executives’ compensation under our nonqualified defined contribution plans in 2023.

  88. NONQUALIFIED DEFERRED COMPENSATION IN 2023

    | Name | Plan Name | Executive Contributions | Registrant Contributions | Aggregate Earnings (Loss) in 2023 | Aggregate Withdrawals / Distributions | Aggregate Balance as of Dec. 31, 2023 | | Rex D. Geveden | SERP | $— | $— | $— | $— | $— | | | Restoration Plan | 158,125 | 44,275 | 77,183 | — | 1,025,200 | | Robb A. LeMasters | SERP | — | — | — | — | — | | | Restoration Plan | 48,125 | 11,550 | 14,868 | — | 180,801 | | Kevin M. McCoy | SERP | — | — | — | — | — | | | Restoration Plan | 24,300 | 24,300 | 16,084 | — | 136,598 | | Omar F. Meguid | SERP | — | — | — | — | — | | | Restoration Plan | — | — | — | — | — | | Robert L. Duffy | SERP | — | — | — | — | — | | | Restoration Plan | 17,500 | 4,200 | 793 | — | 22,493 |

  89. NONQUALIFIED DEFERRED COMPENSATION IN 2023

    SERP. For 2023, participants could elect to defer the payment of certain compensation earned from us. Under our SERP, any amounts deferred by a participant are maintained in a notional account separate from the account into which we make annual contributions. We refer to this separate account as a participant’s deferral account. Participants are 100% vested in their deferral accounts at all times. None of the Named Executives contributed to the SERP in 2023. Restoration Plan. Our Restoration Plan is an unfunded, nonqualified defined contribution plan through which we provide annual contributions to each participant’s notional accounts, which we refer to as a participant’s company matching account and company service-based account. Participants include our Named Executives and other employees of our Company whose base salary exceeds certain compensation limits imposed by the Internal Revenue Code. Benefits under our Restoration Plan are based on a participant’s vested percentage in his or her notional account balance at the time of distribution. Each participant generally vests 100% in his or her company matching account and company service-based account upon completing three years of service with our Company, subject to accelerated vesting for death, disability, termination by the Company without cause, retirement or on a change in control. Participants in our Restoration Plan may elect to defer the payment of certain compensation earned from us that is in excess of limits imposed by the Internal Revenue Code. As with our SERP, any amounts deferred by a participant in the Restoration Plan are reflected in a notional deferral account that is separate from the participant’s company matching and service-based accounts. Participants are 100% vested in their deferral accounts at all times. Executive Contributions. Under our SERP, a Named Executive may elect to defer up to 50% of his or her annual salary and/or up to 100% of any bonus earned in any plan year and a member of the Board may elect to defer up to 100% of his or her retainers earned in any plan year. Although participants were permitted to contribute all or a portion of their 2023 EICP bonuses to their SERP accounts, the amounts reported in this table as “Executive Contributions" do not include any contributions of any 2023 EICP awards because EICP awards earned in 2023 are not paid until 2024. There were no contributions to the SERP by Named Executives in 2023. All of our Named Executives except for Mr. Meguid contributed to their Restoration Plan deferral accounts in 2023. Our Restoration Plan allows participants to defer a percentage of their base salary in excess of the Internal Revenue Code Section 401(a)(17) compensation limit, and receive company matching contributions with respect to those deferrals. Registrant Contributions. Our Company no longer makes company contributions to our Named Executives' SERP accounts. Under our Restoration Plan, our Company makes notional matching and service-based contributions to eligible participants’ company matching account and serviced-based account, respectively. Any Restoration Plan participants who have elected to make deferral contributions under our Restoration Plan are credited with a company matching contribution equal to 50% of the first 6% of their deferral contribution. For each participant in our Restoration Plan, we also make a cash service-based contribution to the participant’s company service-based account. The amount of this service-based contribution is based on a percentage of the participant’s eligible compensation in excess of the Internal Revenue Code limit and ranges between 3% and 8%, depending on the participant’s years of service. This service-based contribution is made regardless of whether the participant has elected to make deferral contributions under our Restoration Plan. All 2023 company contributions are included in the “Summary Compensation Table” above as “All Other Compensation.” Aggregate Earnings. The amounts reported in this column for our SERP and Restoration Plan represent hypothetical amounts of earnings or losses and dividends credited during 2023 on all accounts for each Named Executive under our SERP and Restoration Plan. Under our SERP and Restoration Plan, each participant elects to have his notional accounts hypothetically invested in one or more of the investment funds designated by our Compensation Committee. Each participant’s notional accounts are credited and debited to reflect gains and losses on the hypothetical investments. These gains and losses are not reported as compensation in the Summary Compensation Table. Aggregate Withdrawals/Distributions. There were no withdrawals made by any of the Named Executives from the SERP or Restoration Plan in 2023. Aggregate Balance at December 31, 2023. The aggregate balance of a participating Named Executive’s notional SERP account consists of contributions made by us to the Named Executive’s company account, deferrals by the Named Executive to his deferral account, hypothetical credited gains or losses on those accounts and any aggregate withdrawals or distributions from the SERP account. The aggregate balance of a participating Named Executive’s notional Restoration Plan account consists of contributions made by us to the Named Executive’s company matching account and company service-based account, deferrals by the officer to his deferral account, hypothetical gains or losses on those accounts and any aggregate withdrawals or distributions from the Restoration Plan. The balances shown represent the accumulated account values (including gains and losses) for each Named Executive as of December 31, 2023. Messrs. Geveden and LeMasters were each 100% vested in their Restoration Plan balance shown above. Messrs. Duffy and McCoy were 100% vested in the employee contributions but will not be vested in the company matching contributions until the third anniversary of service with the Company. The SERP and Restoration Plan balances include contributions from previous years that have been reported as compensation to the Named Executives in the Summary Compensation Table for those years, to the extent a Named Executive was included in the Summary Compensation Table during those years. The aggregate balances for the SERP and Restoration Plan for each Named Executive in the prior years are as follows:

  90. NONQUALIFIED DEFERRED COMPENSATION IN 2023

    | Named Executive | Year | Restoration Plan | SERP | | Mr. Geveden | 2023 | $1,025,200 | $— | | | 2022 | 745,617 | — | | | 2021 | 626,286 | — | | Mr. LeMasters | 2023 | 180,801 | — | | | 2022 | 106,258 | — | | | 2021 | 51,823 | | | Adm. McCoy | 2023 | 136,598 | — | | | 2022 | 71,914 | — | | Mr. Meguid | 2023 | — | — | | Mr. Duffy | 2023 | 22,493 | — | | | 2022 | — | — |

  91. NONQUALIFIED DEFERRED COMPENSATION IN 2023

    Deferred Stock Under Our Long-Term Incentive Plans. Under the terms of our 2010 LTIP and 2020 Plan, our Compensation Committee has the discretion to permit selected participants to defer all or a portion of their stock awards. Participants, including our Named Executives, are permitted to make deferral elections on their restricted stock unit awards and performance restricted stock unit awards. Mr. Duffy was the only Named Executive to make a deferral election in 2023. As of December 31, 2023, 1,468 performance restricted stock units awarded to Mr. LeMasters had been deferred to his LTIP deferral account, and 2,268 restricted stock units and 6,807 performance restricted stock units awarded to Mr. Duffy had been deferred to his LTIP deferral account.

  92. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following tables show estimated, potential payments to our Named Executives under existing contracts, agreements, plans or arrangements, whether written or unwritten, for any payments would be due, if any, for involuntary termination not for cause, involuntary termination for cause, retirement, death, disability, or in connection with a change in control with or without a termination of employment, assuming such event occurred on December 31, 2023. These tables do not reflect amounts that would be payable to the Named Executives pursuant to benefits or awards that are already vested. Except as otherwise indicated, amounts reported in the tables below are calculated: •for restricted stock units and performance restricted stock units, by multiplying the number of accelerated units by $76.73 (the closing price of our common stock on December 29, 2023); and •for stock options, by multiplying the number of accelerated options by the difference between the exercise price and $76.73 (the closing price of our common stock on December 29, 2023).

  93. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Named Executive and Description of Potential Payments | Voluntary Termination | Involuntary Termination not for Cause | Involuntary Termination for Cause | Change in Control without Termination | Change in Control with Termination | Disability | Death | Retirement | | Rex D. Geveden | | | | | | | | | | Severance Payments | $— | $975,000 | $— | $— | $5,830,500 | $975,000 | $— | $— | | EICP | 975,000 | 975,000 | — | — | 975,000 | — | — | 975,000 | | Benefits Payments | — | 11,082 | — | — | 44,328 | 11,082 | — | — | | Outplacement Services | — | 17,000 | — | — | 17,000 | — | — | — | | Financial Planning | 12,650 | 12,650 | — | 12,650 | 12,650 | 12,650 | 12,650 | 12,650 | | SERP | — | — | — | — | — | — | — | — | | Restoration Plan | — | — | — | — | — | — | — | — | | Restricted Stock Units | 2,120,510 | 2,120,510 | — | — | 3,165,113 | 3,165,113 | 3,165,113 | 2,120,510 | | Performance RSUs | 5,165,694 | 5,165,694 | — | — | 9,524,648 | 9,524,648 | 9,524,648 | 5,165,694 | | Stock Options | — | — | — | — | 792,547 | 792,547 | 792,547 | — | | Total | $8,273,854 | $9,276,936 | $— | $12,650 | $20,361,786 | $14,481,040 | $13,494,958 | $8,273,854 | | Robb A. LeMasters | | | | | | | | | | Severance Payments | $— | $530,000 | $— | $— | $1,855,000 | $530,000 | $— | $— | | EICP | — | — | — | — | 397,500 | — | — | — | | Benefits Payments | — | 17,325 | — | — | 69,298 | 17,325 | — | — | | Outplacement Services | — | 17,000 | — | — | 17,000 | — | — | — | | Financial Planning | — | 12,650 | — | 12,650 | 12,650 | 12,650 | 12,650 | — | | SERP | — | — | — | — | — | — | — | — | | Restoration Plan | — | — | — | — | — | — | — | — | | Restricted Stock Units | — | — | — | — | 670,083 | 670,083 | 670,083 | — | | Performance RSUs | — | 831,344 | — | — | 1,878,427 | 1,878,427 | 1,878,427 | — | | Stock Options | — | — | — | — | 202,860 | 202,860 | 202,860 | — | | Total | $— | $1,408,319 | $— | $12,650 | $5,102,818 | $3,311,345 | $2,764,020 | $— | | Kevin M. McCoy | | | | | | | | | | Severance Payments | $— | $735,000 | $— | $— | $2,425,500 | $735,000 | $— | $— | | EICP | — | — | — | — | 477,750 | — | — | — | | Benefits Payments | — | 12,898 | — | — | 51,590 | 12,898 | — | — | | Outplacement Services | — | 17,000 | — | — | 17,000 | — | — | — | | Financial Planning | — | 12,650 | — | 12,650 | 12,650 | 12,650 | 12,650 | — | | SERP | — | — | — | — | — | — | — | — | | Restoration Plan | — | 68,299 | — | — | 68,299 | 68,299 | 68,299 | — | | Restricted Stock Units | — | — | — | — | 312,445 | 312,445 | 312,445 | — | | Performance RSUs | — | 245,024 | — | — | 815,180 | 815,180 | 815,180 | — | | Stock Options | — | — | — | — | 113,220 | 113,220 | 113,220 | — | | Total | $— | $1,090,871 | $— | $12,650 | $4,293,634 | $2,069,692 | $1,321,794 | $— |

  94. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Named Executive and Description of Potential Payments | Voluntary Termination | Involuntary Termination not for Cause | Involuntary Termination for Cause | Change in Control without Termination | Change in Control with Termination | Disability | Death | Retirement | | Omar F. Meguid | | | | | | | | | | Severance Payments | $— | $425,000 | $— | $— | $1,275,000 | $425,000 | $— | $— | | EICP | — | — | — | — | 212,500 | — | — | — | | Benefits Payments | — | 15,928 | — | — | 63,711 | 15,928 | — | — | | Outplacement Services | — | 17,000 | — | — | 17,000 | — | — | — | | Financial Planning | — | 12,650 | — | 12,650 | 12,650 | 12,650 | 12,650 | — | | SERP | — | — | — | — | — | — | — | — | | Restoration Plan | — | — | — | — | — | — | — | — | | Restricted Stock Units | — | — | — | — | 769,295 | 769,295 | 769,295 | — | | Performance RSUs | | | | | 283,517 | 283,517 | 283,517 | | | Stock Options | — | — | — | — | 71,693 | 71,693 | 71,693 | — | | Total | $— | $470,578 | $— | $12,650 | $2,705,366 | $1,578,083 | $1,137,155 | $— |

  95. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Robert L. Duffy | | | | | | | | | | Severance Payments | $— | $400,000 | $— | $— | $1,200,000 | $400,000 | $— | $— | | EICP | — | — | — | — | 200,000 | — | — | — | | Benefits Payments | — | 5,337 | — | — | 21,346 | 5,337 | — | — | | Outplacement Services | — | 17,000 | — | — | 17,000 | — | — | — | | Financial Planning | — | 12,650 | — | 12,650 | 12,650 | 12,650 | 12,650 | — | | SERP | — | — | — | — | — | — | — | — | | Restoration Plan | — | 4,353 | — | — | 4,353 | 4,353 | 4,353 | — | | Restricted Stock Units | — | — | — | — | 1,330,498 | 1,330,498 | 1,330,498 | — | | Performance RSUs | — | — | — | — | 522,301 | 522,301 | 522,301 | — | | Stock Options | — | — | — | — | 132,069 | 132,069 | 132,069 | — | | Total | $— | $439,340 | $— | $12,650 | $3,440,217 | $2,407,208 | $2,001,871 | $— |

  96. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    The Company generally does not make payments to Named Executives for voluntary termination of employment, except where a Named Executive is eligible for retirement as of the date of termination. In the event of a Named Executive’s termination for cause, none of the payments and other benefits described herein would be payable. Severance Payments. The severance payments reported for each Named Executive in the event of involuntary termination not for cause and disability represent lump-sum cash payments equal to 52 weeks’ base salary as in effect on the date of termination under the Executive Severance Plan in the event their employment is terminated for reasons other than “cause.” Under the Executive Severance Plan, “cause” means: •the willful and continued failure of a participant to perform substantially his or her duties (occasioned by reason other than physical or mental illness or disability) after a written demand for substantial performance is delivered to the participant by the Compensation Committee or the Chief Executive Officer, which specifically identifies the manner in which the Compensation Committee or the Chief Executive Officer believes that the participant has not substantially performed his or her duties, after which the participant will have 30 days to defend or remedy such failure to substantially perform his or her duties; •the willful engaging by a participant in illegal conduct or gross misconduct, which is materially and demonstrably injurious to the Company; or •the conviction of a participant with no further possibility of appeal, or plea of nolo contendere by the participant to, any felony or crime of falsehood. “Cause” excludes instances where an eligible employee is unable to perform his duties by reason of his physical or mental illness or disability. Receipt of severance benefits under the Executive Severance Plan is subject to the employee executing a general release of claims and agreeing to certain non-compete, nondisclosure and other restrictive covenants, and the employee’s submission of a written claim for benefits. In connection with a termination following a change in control, the Company has entered into change-in-control agreements with each Named Executive which provide for a cash payment equal to two times (2.99 times for Mr. Geveden) the sum of (1) the executive’s annual base salary prior to termination and (2) the same annual base salary multiplied by the executive’s target EICP percentage for the year in which the termination occurs. Assuming a termination as of December 31, 2023, the severance payment under a change in control would have been calculated based on the following:

  97. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Base Salary as of 12/31/2023 | Target Annual Incentive as of 12/31/2023 | Target Annual Incentive as a Percentage of Base Salary | | Rex D. Geveden | $975,000 | $975,000 | 100% | | Robb A. LeMasters | 530,000 | 397,500 | 75% | | Kevin M. McCoy | 735,000 | 477,750 | 65% | | Omar F. Meguid | 425,000 | 212,500 | 50% | | Robert L. Duffy | 400,000 | 200,000 | 50% |

  98. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Generally, if a Named Executive is terminated within 24 months (30 months for Mr. Geveden) following a change in control either (i) by the Company for any reason other than cause or death or disability; or (ii) by the Named Executive for good reason, the Named Executive is entitled to receive: •accelerated vesting in the executive’s SERP and Restoration Plan account; •accelerated vesting in any outstanding equity awards; •the cash severance payment (discussed above); •a prorated target EICP payment and payment of the prior year’s EICP payment, if unpaid at termination; and •a cash payment for health benefits coverage. The change in control agreements do not provide any tax reimbursement on the benefits. Instead, the agreements contain a “modified cutback” provision, which acts to reduce the benefits payable to a Named Executive to the extent necessary so that no excise tax would be imposed on the benefits paid, but only if doing so would result in the Named Executive retaining a larger after-tax amount. Under the Company’s change in control agreements, a “change in control” will be deemed to have occurred on the occurrence of any of the following: •Any person, other than an ERISA-regulated pension plan established by the Company or its affiliates makes an acquisition of outstanding voting stock and is, immediately thereafter, the beneficial owner of 30% or more of the then outstanding voting stock, unless such acquisition is made directly from the Company in a transaction approved by a majority of the incumbent directors; or any group is formed that is the beneficial owner of 30% or more of the outstanding voting stock (other than a group formation for the purpose of making an acquisition directly from the Company and approved (prior to such group formation) by a majority of the incumbent directors); •individuals who are incumbent directors cease for any reason to constitute a majority of the members of the board of directors; •consummation of a business combination unless, immediately following such business combination, (1) all or substantially all of the individuals and entities that were the beneficial owners of the outstanding voting stock immediately before such business combination beneficially own, directly or indirectly, more than 51% of the then outstanding shares of voting stock of the parent corporation resulting from such business combination in substantially the same relative proportions as their ownership, immediately before such business combination, of the outstanding voting stock, (2) if the business combination involves the issuance or payment by the Company of consideration to another entity or its stockholders, the total fair market value of such consideration plus the principal amount of the consolidated long-term debt of the entity or business being acquired (in each case, determined as of the date of consummation of such business combination by a majority of the incumbent directors) does not exceed 50% of the sum of the fair market value of the outstanding voting stock plus the principal amount of the Company’s consolidated long-term debt (in each case, determined immediately before such consummation by a majority of the incumbent directors), (3) no person (other than any corporation resulting from such business combination) beneficially owns, directly or indirectly, 30% or more of the then outstanding shares of voting stock of the parent corporation resulting from such business combination and (4) a majority of the members of the board of directors of the parent corporation resulting from such business combination were incumbent directors of the Company immediately before consummation of such business combination; or •consummation of a major asset disposition unless, immediately following such major asset disposition, (1) individuals and entities that were beneficial owners of the outstanding voting stock immediately before such major asset disposition beneficially own, directly or indirectly, more than 70% of the then outstanding shares of voting stock (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) and (2) a majority of the members of the board of directors (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) were incumbent directors of the Company immediately before consummation of such major asset disposition. EICP. The Company does not make any payments under the EICP to participants who have been involuntarily terminated without cause, except participants who have at least five years of service and age 60 or older. For these participants, it has been the Company’s practice to pay the prorated amount of an EICP award that would have been earned during the year in which the employee is involuntarily terminated without cause, contingent on the participant executing a general release of claims. Mr. Geveden was the only Named Executive eligible for this payment as of December 31, 2023. In a termination following a change in control, a Named Executive would be entitled to a prorated target EICP payment equal to the product of the Named Executive’s annual base salary and EICP target percentage, with the product prorated based on the number of days the Named Executive was employed during the year in which the termination occurs. Based on a December 31, 2023 termination, each Named Executive would have been entitled to an EICP payment equal to 100% of his 2023 target EICP, as in effect immediately prior to the date of termination. Benefit Payments. Upon a termination by the Company for any reason other than cause under the Executive Severance Plan or following a change in control, each Named Executive would be entitled to a lump-sum payment equal to nine months of COBRA premiums for the medical, dental and/or vision benefits in effect for the Named Executive and his qualified beneficiaries as of the date of termination. The amounts reported were determined by multiplying the monthly cost of 2023 medical, dental and/or vision benefits for the Named Executive and his qualified beneficiaries by 102%, and then multiplying the product by nine. The Executive Severance Plan also provides for extended availability of COBRA coverage from 18 to 24 months. In the event of a termination following a change in control, a Named Executive receives a lump sum payment equal to three times the full annual cost of coverage for medical, dental and vision benefits (as calculated above) provided to the Named Executive and their covered dependents. In addition to these payments, each Named Executive may be entitled to various accrued benefits earned through the date of termination, such as earned but unpaid salary and earned but unused vacation and reimbursements. Outplacement Services. Each Named Executive would be entitled to 12 months of employer-paid outplacement services under the Executive Severance Plan following his termination by the Company for reasons other than cause, death, disability or retirement. The amounts reported represent the per person cost the Company would incur to engage a third-party service provider for 12 months of executive outplacement services. Financial Planning. Under the terms of the agreement with the Company’s financial planning service provider, each Named Executive is entitled to financial planning benefits for one year following his termination without cause, death or disability, so long as the agreement has not been earlier terminated. The amounts reported in this column represent the fee that the Company would be required to pay for the applicable Named Executive to receive such benefits.

  99. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    SERP. Under the terms of the Company’s SERP, an executive’s Company account becomes fully vested on, among other events, the date of the executive’s termination by the Company for any reason other than cause. Under the terms of the SERP, an executive’s company account becomes fully vested on, among other events, the date of the executive’s retirement. For purposes of the SERP, "retirement" is defined as separation from service with us on or after the first day of the calendar month coincident with or following the executive’s attainment of the age of 65. None of the Named Executives were participants in the SERP as of December 31, 2023. Restoration Plan. Under the Company’s Restoration Plan, an executive’s Company matching account and Company service-based account become fully vested on, among other events, (i) the date of the executive’s termination by the Company for any reason other than cause or (ii) the date a change in control occurs. A “change in control” has a substantially similar meaning under the Company’s Restoration Plan as it does under the Company’s change in control agreements, except that a participant in the Company’s Restoration Plan is excluded from accelerated vesting if the participant is part of a purchasing group that consummates a transaction that qualifies as a change of control under the Restoration Plan. Messrs. Geveden and LeMasters were each 100% vested in their respective Company matching accounts and Company service-based accounts as of December 31, 2023. Restricted Stock Units, Performance RSUs and Options. The terms of the restricted stock unit, performance RSU and stock option award agreements provide for accelerated vesting in certain circumstances as described below. All unvested restricted stock units, performance RSUs and stock options become vested in the event a Named Executive’s employment terminates by reason of his death, disability or a change in control. In these circumstances, performance RSUs vest at target level. Under the Company’s Incentive Plans, a “change in control” occurs under the same circumstances described above with respect to the Company’s change-in-control agreements. In the event of an involuntary termination without cause, restricted stock units and stock options are forfeited, unless the termination is on or after the first anniversary of the grant date and the participant has met the retirement provisions for the applicable award, in which case all restricted stock units and stock options are retained and continue to vest. Additionally, in the event of an involuntary termination without cause, performance RSUs are forfeited unless the termination is on or after the first anniversary of the grant date, in which case a prorated amount of shares are retained and continue to vest based on the portion of days employed in the performance period. In the case of a voluntary termination, restricted stock units, performance RSUs and stock options are all forfeited, except in the event the termination is on or after the first anniversary of the grant date and the Name Executive has met the retirement provisions for the applicable award, in which case all restricted stock units and stock options are retained and continue to vest, and a prorated amount of performance RSUs are retained and continue to vest based on the portion of days employed in the performance period. The award agreements for these awards define retirement for Named Executives as a termination of employment not for cause after attaining 60 years of age and 5 years of service. For purposes of performance RSUs, the number of performance RSUs that will vest at the end of the three-year vesting term are determined by multiplying (i) the total number of performance RSUs that would have vested based on actual performance had the applicable Named Executive been employed at the end of the vest term by (ii) the portion of days employed during the performance period. Mr. Geveden has met retirement provisions for all awards in which the first anniversary of grant date has passed as of December 31, 2023.

  100. CEO PAY RATIO

    CEO PAY RATIO We are providing the following information about the relationship of the median of the annual total compensation of our employees, other than our chief executive officer, and the annual total compensation of Mr. Rex D. Geveden, our President and Chief Executive Officer (our “CEO”), as required by the SEC. For 2023, we determined that the annual total compensation of our median employee was $95,006 and the annual total compensation of our CEO, as reported in the Summary Compensation Table of this Proxy Statement, was $6,673,090. Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual compensation of all employees in 2023 was 70 to 1. The pay ratio provided is a reasonable estimate as of December 31, 2023 calculated in a manner consistent with Item 402(u) of Regulation S-K. The data used to calculate the pay ratio are specific to our Company and our employee population. As a result, our pay ratio may not be comparable to the pay ratios of other companies. We had approximately 7,900 employees as of December 31, 2023 located in the U.S. and Canada. To identify the median employee from our employee population, we compared the amount of salary, wages, non-cash earnings, and employer thrift and 401(k) contributions of our employees as reflected in our payroll records. We combined all of the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual compensation for the median employee of $95,006. We used the annual total compensation of our CEO as reported in the “Total” column of our Summary Compensation Table of this proxy statement.

  101. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed calendar years. In determining the “compensation actually paid” to our Named Executives ("NEOs"), we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2020, 2021, 2022 and 2023 calendar years. Note that compensation for our NEOs other than our chief executive officer (“CEO”) is reported as an average.

  102. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for Non-CEO NEOs(3) | Average Compensation Actually Paid to Non-CEO NEOs(4) | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Income | Adjusted EBITDA(7) | | 2023 | $5,833,085 | $11,709,806 | $1,772,043 | $2,506,351 | $130.99 | $129.25 | $246,321,000 | $471,888,000 | | 2022 | 5,716,692 | 8,897,926 | 1,492,560 | 1,346,116 | 97.85 | 104.16 | 238,620,000 | 439,412,000 | | 2021 | 5,124,046 | 3,459,395 | 1,465,707 | 1,199,585 | 79.36 | 109.35 | 306,288,000 | 418,077,000 | | 2020 | 5,456,840 | 5,850,163 | 1,577,451 | 1,626,441 | 98.46 | 106.45 | 279,196,000 | 427,002,000 |

  103. PAY VERSUS PERFORMANCE

    | (1) The CEO for each year is Rex D. Geveden. | | (2) A reconciliation of CEO compensation from the Summary Compensation Table ("SCT") to the Pay Versus Performance ("PVP") table can be found below. | | (3) The Non-CEO NEOs for each year are as follows: | | •For 2023, Robb A. LeMasters, Kevin M. McCoy, Omar F. Meguid, and Robert L. Duffy | | •For 2022, Robb A. LeMasters, Kevin M. McCoy, Thomas E. McCabe, and Robert L. Duffy | | •For 2021, David S. Black, Robb A. LeMasters, Thomas E. McCabe, Joel W. Duling, Richard W. Loving, and Robert F. Smith | | •For 2020, David S. Black, Thomas E. McCabe, Joel W. Duling, and Richard W. Loving | | (4) A reconciliation of the average non-CEO NEO compensation to the SCT Table to the PVP Table can be found below. | | (5) The TSR values disclosed represent the measurement period value of an investment of $100 in our units as of December 31, 2019, and then valued again on each of December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023. | | (6) The TSR values disclosed represent the measurement period value of an investment of $100 in our peer group's units as of December 31, 2019, and then valued again on each of December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023. For purposes of the PVP Table, our peer group is the S&P 500 A&D Select Index, which conforms to our disclosures as required by Item 201(e) of Regulation S-K. | | (7) The Company believes that adjusted EBITDA most closely aligns pay and performance. This measure demonstrates the profitability of the organization on a like-for-like, year-over-year basis, removing non-recurring, irregular and one-time items that may distort the Company's actual performance during any given period of time. |

  104. PAY VERSUS PERFORMANCE

    | Reconciliation of CEO SCT to PVP Compensation | | | | | | | Year | SCT Total Compensation | Deductions from SCT Total(1) | Additions to SCT Total(2) | Compensation Actually Paid to CEO | Fiscal Year End Stock Price | | 2023 | $5,833,085 | ($3,509,655) | $9,386,376 | $11,709,806 | $76.73 | | 2022 | 5,716,692 | (3,576,173) | 6,757,407 | 8,897,926 | 58.08 | | 2021 | 5,124,046 | (3,499,932) | 1,835,281 | 3,459,395 | 47.88 | | 2020 | 5,456,840 | (3,099,983) | 3,493,306 | 5,850,163 | 60.28 | | Reconciliation of Average Non-CEO NEOs SCT to PVP Compensation | | | | | | | Year | SCT Total Compensation | Deductions from SCT Total(1) | Additions to SCT Total(2) | Compensation Actually Paid to Non-CEO NEOs | Fiscal Year End Stock Price | | 2023 | $1,772,043 | ($700,539) | $1,434,847 | $2,506,351 | $76.73 | | 2022 | 1,492,560 | (721,463) | 575,019 | 1,346,116 | 58.08 | | 2021 | 1,465,707 | (661,603) | 395,481 | 1,199,585 | 47.88 | | 2020 | 1,577,451 | (574,980) | 623,970 | 1,626,441 | 60.28 | | (1) This column reflects the aggregate grant date fair value of equity-based awards granted each year as reported in the Stock Awards column of the SCT for the applicable year, calculated in accordance with FASB ASC Topic 718. | | | | | | | (2) This column reflects the value of equity-based awards calculated in accordance with Item 402(v) of Regulation S-K as required pursuant to SEC rules. | | | | | |

  105. PAY VERSUS PERFORMANCE

    | CEO CAP Reconciliation | | | | | | | | Year | Year-End Value of Current Year Awards Outstanding as of Fiscal Year End | Change in Value as of Year End for Prior Year Awards Outstanding as of Year End | Changes in Value as of Vesting Date for Prior Year Awards that Vested during the Year | Value as of the Vesting Date for any Dividend Equivalents that Vested During Year | Value as of Year End for Prior Year Awards Forfeited During the Year | Value of Equity for CAP Purposes | | | (a) | (b) | (c) | (d) | (e) | (a)+(b)+(c)+(d)+(e) | | 2023 | $5,798,932 | $2,218,116 | $1,369,328 | $168,618 | $— | $9,554,994 | | 2022 | 4,908,035 | 917,174 | 932,198 | 139,368 | — | 6,896,775 | | 2021 | 2,824,010 | (1,085,099) | 96,370 | 88,537 | — | 1,923,818 | | 2020 | 3,291,649 | (145,681) | 347,338 | 99,897 | — | 3,593,203 | | Average Non-CEO NEOs Reconciliation | | | | | | | | Year | Year-End Value of Current Year Awards Outstanding as of Fiscal Year End | Change in Value as of Year End for Prior Year Awards Outstanding as of Year End | Changes in Value as of Vesting Date for Prior Year Awards that Vested during the Year | Value as of the Vesting Date for any Dividend Equivalents that Vested During Year | Value as of Year End for Prior Year Awards Forfeited During the Year | Value of Equity for CAP Purposes | | | (a) | (b) | (c) | (d) | (e) | (a)+(b)+(c)+(d)+(e) | | 2023 | $1,119,590 | $249,260 | $65,998 | $5,942 | $— | $1,440,790 | | 2022 | 696,344 | 26,329 | 49,995 | 7,621 | (197,648) | 582,641 | | 2021 | 533,127 | (147,992) | 10,345 | 10,354 | — | 405,834 | | 2020 | 610,531 | (27,351) | 40,790 | 13,744 | — | 637,714 |

  106. PAY VERSUS PERFORMANCE

    The Company considers the following metrics to most closely link pay to performance: (1) operating income; (2) operating cash flow; (3) EBITDA; (4) ROIC; and (5) total shareholder return.