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 include election of nine directors, advisory vote on executive compensation, amendment to limit officer liability, and auditor ratification.

• 2024 performance highlights: $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, $4.8B backlog.

• Strong stockholder engagement, with feedback informing governance and compensation decisions.

Voting matters and shareholder proposals

• Proposals: (1) Elect nine directors, (2) Advisory vote on executive compensation, (3) Amend certificate to limit officer liability, (4) Ratify Deloitte as auditor.

• Board recommends voting FOR all proposals.

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

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

Board of directors and corporate governance

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

• 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.

• Board oversees succession planning, ESG, risk, and corporate responsibility.

• Regular executive sessions of independent directors; robust stock ownership guidelines.