Independent
Tenure on this board
13.4 yrs
Also a director at
Regal Rexnord Corp (RRX)Axalta Coating Systems Ltd (AXTA)
10 nominees · 3 ballot items.
Elect ten directors; advisory (non-binding) approval of named executive officer compensation (Say-on-Pay); and ratification of Deloitte & Touche LLP as independent auditors for 2026.
Elect ten director nominees to serve one-year terms until the 2027 annual meeting and until their successors are duly elected and qualified.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement (say-on-pay).
This advisory proposal asks shareholders to approve, on a non-binding basis, the company’s 2025 executive compensation as disclosed in the Compensation Discussion and Analysis and the compensation tables. Management seeks this annual advisory approval as a signal of stockholder support for its pay-for-performance design, which emphasizes long-term, performance-based equity (60% performance RSUs) and a mix of annual and long-term incentives tied to operating income, free cash flow, safety metrics, cumulative EBITDA, ROIC and relative TSR. The Compensation Committee highlights strong stockholder engagement and last year’s 98.71% support as evidence that the program aligns management and stockholder interests; they also note governance protections such as clawbacks, double-trigger CIC provisions, stock ownership guidelines, and caps on maximum payouts. Approval would be non-binding but would inform the Board and Compensation Committee as they design and adjust future compensation plans. The company argues its 2025 outcomes (e.g., 133.4% financial multiplier and specific individual adjustments) rewarded delivered performance without encouraging excessive risk-taking due to multiple metrics and capped payouts. Potential controversies include the magnitude of CEO pay and special one-time grants to executives (notably a large special performance grant to the CEO), which may concern some investors even if tied to aggressive performance hurdles. The Board’s rationale for recommending FOR is that the program supports retention, aligns incentives with long-term value creation, and incorporates stockholder feedback; they state they will consider vote outcomes in future compensation design. From a governance perspective, the proposal is routine but provides a market signal; investors evaluating merit should weigh program structure, realized pay versus performance, special grants, and the company’s investor engagement history.
Ratify the Audit and Finance Committee’s appointment of Deloitte & Touche LLP as BWXT’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.88% | 7,216,681 | $1.5B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.34% | 4,891,237 | $1.0B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.47% | 4,094,093 | $837M |
| 4 | STATE STREET CORP | 4.09% | 3,748,950 | $767M |
| 5 | BlackRock, Inc. | 2.97% | 2,725,496 | $557M |
| 6 | JPMORGAN CHASE CO | 2.29% | 2,099,032 | $402M |
| 7 | FRANKLIN RESOURCES INC | 2.06% | 1,890,302 | $387M |
| 8 | Invesco Ltd. | 1.92% | 1,763,038 | $361M |
| 9 | VAN ECK ASSOCIATES CORP | 1.73% | 1,584,460 | $324M |
| 10 | ALKEON CAPITAL MANAGEMENT LLC | 1.59% | 1,454,483 | $297M |
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