BWX Technologies (BWXT) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 2, 2025, via virtual webcast; record date is March 6, 2025.

• Key proposals: election of nine directors, advisory vote on executive compensation, amendment to limit officer liability, and auditor ratification.

• 2024 performance: $2.7B revenue (8% increase), $282.3M net income, $498.7M adjusted EBITDA, $3.07 GAAP EPS, $3.33 non-GAAP EPS, $108.3M returned to shareholders.

• As of year-end 2024, backlog was $4.8B; total stockholder return tracked against S&P 500 and industry peers.

Voting matters and shareholder proposals

• Proposals: elect nine directors, advisory say-on-pay, amend certificate to limit officer liability, ratify Deloitte as auditor.

• Board recommends voting FOR all proposals.

• Shareholders can vote online, by phone, mail, or during the virtual meeting.

• Shareholder proposals for 2026 must be submitted by November 19, 2025.

Board of directors and corporate governance

• Board is 90% independent, 40% gender/racial diversity, average tenure 6.9 years, average age 66.3.

• 12-year director tenure limit and annual election of directors.

• Independent Board Chair; all committees are fully independent.

• Board committees: Audit and Finance, Compensation, Governance; each has defined charters and responsibilities.

• Regular board and committee self-evaluations, robust stock ownership guidelines, and no dual-class stock.