BWXT BWX Technologies Inc

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☐						Preliminary Proxy Statement
☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý						Definitive Proxy Statement
☐						Definitive Additional Materials
☐						Soliciting Material Pursuant to §240.14a-12

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

You are cordially invited to attend the 2023 Annual Meeting of Stockholders of BWX Technologies, Inc. (the "Annual Meeting"), which will be held on Wednesday, May 3, 2023 at 9:30 a.m. Eastern Time. The Annual Meeting will be held in a virtual format through a live webcast available at www.virtualshareholdermeeting.com/BWXT2023. Additional information on participating in the Annual Meeting is available under General Information in the 2023 Proxy Statement. The Notice of Annual Meeting and Proxy Statement following this letter describe the matters to be acted on at the meeting.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, please take a few moments now to vote your shares.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders To Be Held on May 3, 2023.

•the date and time of the meeting;

•a list of the matters intended to be acted on and our recommendations regarding those matters;

•any control/identification numbers that you need to access your proxy card and submit your proxy; and

•information about participating in, and voting during, the meeting.

The 2023 Annual Meeting of Stockholders of BWX Technologies, Inc. (the "Annual Meeting"), will be held via a live webcast at www.virtualshareholdermeeting.com/BWXT2023 on Wednesday, May 3, 2023, at 9:30 a.m. Eastern Time, in order to:

(1)elect the nine director nominees named in the Proxy Statement as directors to hold office until the 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified;

(2)hold an advisory vote on the compensation of our named executive officers;

(3)hold an advisory vote on the frequency of the advisory vote on the compensation of our named executive officers;

(4)ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2023; and

(5)transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

By Order of the Board of Directors,
Ronald O. Whitford, Jr. Senior Vice President, General Counsel, Chief Compliance Officer and Secretary
March 15, 2023

			Page
CORPORATE PURPOSE, MISSION AND CORE VALUES			(i)
2023 PROXY STATEMENT SUMMARY			(ii)
GENERAL INFORMATION			1
How to Participate in the Virtual Annual Meeting			1
VOTING INFORMATION			2
Record Date and Who May Vote; How to Vote			2
How to Change Your Vote or Revoke Your Proxy			2
Quorum; Proposals to be Voted on at Annual Meeting; Vote Required			3
How Votes are Counted; Confidential Voting; Solicitation of Proxies			4
PROPOSAL 1: ELECTION OF DIRECTORS			6
CORPORATE GOVERNANCE			11
Director Independence			11
Board Function, Leadership Structure and Director Tenure Limit			11
The Role of the Board in Succession Planning			12
The Role of the Board in ESG Oversight			12
The Role of the Board in Risk Oversight			12
Code of Business Conduct			13
Stockholder Engagement			14
Communication with the Board			14
Board Meetings and Committees			15
COMPENSATION OF DIRECTORS			18
NAMED EXECUTIVE PROFILES			20
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION			21
COMPENSATION DISCUSSION AND ANALYSIS			22
Section 1: Executive Summary			22
Section 2: Compensation Structure			25
Section 3: Compensation Analysis and Outcomes			29
Section 4: Other Benefits and Practices			34
COMPENSATION COMMITTEE REPORT			37
COMPENSATION OF EXECUTIVE OFFICERS			38
Summary Compensation Table			38
Grants of Plan-Based Awards			40
Outstanding Equity Awards at Fiscal Year-End			42
Option Exercises and Stock Vested			43
Non-Qualified Deferred Compensation			44
Potential Payments Upon Termination or Change in Control			46
CEO PAY RATIO			50
PAY VERSUS PERFORMANCE			50
EQUITY COMPENSATION PLAN INFORMATION			52
PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			53
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS			54
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS			55
AUDIT AND FINANCE COMMITTEE REPORT			56
PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			57
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			58
STOCKHOLDERS’ PROPOSALS			59
APPENDIX A — RECONCILIATION OF REPORTED (GAAP) TO ADJUSTED (NON-GAAP) RESULTS			A-1

Proxy Statement for the 2023 Annual Meeting of Stockholders to be held on May 3, 2023

You are entitled to participate in our Annual Meeting if you were a stockholder of record at the close of business on March 6, 2023. This year’s Annual Meeting will be held virtually via a live webcast. To attend and participate in the virtual Annual Meeting, please visit www.virtualshareholdermeeting.com/BWXT2023. You must enter the control number found on your proxy card, voting instruction form or notice you previously received.

Questions relevant to meeting matters will be taken live via webcast and answered during the meeting as time allows, to emulate an in-person question and answer session. Only stockholders with a valid control number will be allowed to ask questions. To ensure the meeting is conducted in a manner that is fair to all stockholders, the Chair (or such other person designated by our Board) may exercise broad discretion in recognizing stockholders who wish to ask questions and determining whether inappropriate questions are rejected or edited, the order in which questions are asked, and the amount of time devoted to any one question. Further instructions on how to attend, participate in and vote at the virtual Annual Meeting, including how to demonstrate your ownership of our stock as of the record date, are available at the virtual meeting website.

Our Board selected March 6, 2023 as the record date for determining stockholders of record entitled to vote at the Annual Meeting. This means that if you were a registered stockholder with our transfer agent and registrar, Computershare Trust Company, N.A., on the record date, you may vote your shares on the matters to be considered at the Annual Meeting. If your shares were held in street name on that date, you should refer to the instructions provided by your broker or nominee for further information. They are seeking your instructions on how you want your shares voted. Brokers holding shares in street name can vote those shares on routine matters if the beneficial owner has not provided voting instructions at least 10 days before the Annual Meeting. Under the rules of the New York Stock Exchange, the election of directors, the advisory vote on compensation of our named executive officers and the advisory vote on the frequency of the advisory vote on executive compensation are not considered routine matters, which means that brokers may not vote your shares for such matters if you have not given your broker specific instructions as to how to vote and your shares will not be represented in those matters. Please be sure to give specific voting instructions to your broker.

•by Internet at www.proxyvote.com;

•by telephone; or

•by mail.

For stockholders of record, you may change your vote or revoke your proxy by written notice to our Corporate Secretary at our corporate headquarters, 800 Main Street, 4th Floor, Lynchburg, Virginia 24504, granting a new later dated proxy, submitting a later dated proxy by telephone or on the Internet, or by voting during the Annual Meeting.

Proposal			Description			Board's Voting Recommendation
1			Election of nine director nominees to one-year terms			FOR EACH NOMINEE
2			Advisory vote on the compensation of our named executive officers			FOR
3			Advisory vote on the frequency of the advisory vote on the compensation of our named executive officers			1 YEAR
4			Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023			FOR

•to meet any legal requirements;

•in limited circumstances such as a proxy contest in opposition to our Board;

•to permit independent inspectors of election to tabulate and certify your vote; or

•to adequately respond to your written comments on your proxy card.

10-Year Director Tenure Limit
In 2015, our Board adopted a 10-year director tenure policy that provides that (1) no person may be nominated to serve on the Board if they have more than 10 years of service prior to the date of such election and (2) a director is deemed to resign and retire at the next annual meeting of stockholders following the term in which 10 years of service is attained. See "10-Year Director Tenure Limit" under Corporate Governance — Board Function, Leadership and Executive Sessions below.

Director Nominee			Director Since
Jan A. Bertsch			2013
Gerhard F. Burbach			2018
Rex D. Geveden			2017
James M. Jaska			2016
Kenneth J. Krieg			2016
Leland D. Melvin			2019
Robert L. Nardelli			2014
Barbara A. Niland			2016
John M. Richardson			2020

Expertise / Experience

Bertsch

Burbach

Geveden

Jaska

Krieg

Melvin

Nardelli

Niland

Richardson

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Other Current Public Company Boards

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● Expertise ○ Experience

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

Professional Experience

•Ms. Bertsch, age 66, 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 serves on the Boards of Regal Rexnord Corporation since 2019 and Axalta Coating Systems, Inc. since September 2022.

Jan A. Bertsch Independent Board Chair Director since 2013

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.

Professional Experience

•Mr. Burbach, age 61, 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 serves on the board of directors of Fluidigm Corporation, a public company manufacturing and marketing innovative technologies for life sciences research, and is chairman of the board of directors of Procyrion Inc., a private medical device company focused on the treatment of chronic heart failure. He also serves on the boards of Artelon, a private biomaterial developer used for tendon and ligament reconstruction, and Vascular Dynamics, Inc., a private medical device company developing innovative solutions for heart failure and hypertension.

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.

Professional Experience

•Mr. Geveden, age 62, 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.

Professional Experience

•Mr. Jaska, age 72, 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.

Professional Experience

•Mr. Krieg, age 62, 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.

Professional Experience

•Mr. Melvin, age 59, 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.

Professional Experience

•Mr. Nardelli, age 74, 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 2014 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.

Professional Experience

•Ms. Niland, age 64, 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.

Professional Experience

•Admiral Richardson, age 63, 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.

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.

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.

We maintain a corporate governance section on our website, which contains copies of our principal governance documents. The corporate governance section may be found at www.bwxt.com under “Investors — Corporate Governance.” The corporate governance section includes the following documents:

•Amended and Restated Bylaws

The Board has established categorical standards, which conform to the independence requirements in the New York Stock Exchange (“NYSE”) listing standards, to assist it in determining director independence. These standards are contained in the Corporate Governance Principles found on our website at www.bwxt.com under “Investor Relations — Corporate Governance.”

•Jan A. Bertsch

•Kenneth J. Krieg

•Barbara A. Niland

•Gerhard F. Burbach

•Leland D. Melvin

•John M. Richardson

•James M. Jaska

•Robert L. Nardelli

Our Code of Business Conduct ("Code") applies to all directors, officers and employees, including our chief executive officer, chief financial officer, chief accounting officer, executive officers and other Named Executives, and provides the ethical guidelines and expectations for conducting our business. In addition, we expect our suppliers, vendors, contractors, agents, representatives, consultants and joint venture partners (our "Partners") to behave in the ethical manner described in our Code when doing work for the Company. The Code encourages our employees and Partners to speak up to clarify a policy, identify questionable conduct and report any violations through their supervisor, manager, Human Resources, Legal or Ethics and Compliance representative. Employees, Partners and third parties may also use the BWXT Help Line, which is managed by a third party and available 24 hours a day, seven days a week, to report any questions or concerns in a secure, confidential and (if desired) anonymous format. The Code prohibits retaliation against anyone who makes a good faith report of an alleged violation of our Code or policies. The Audit and Finance Committee receives quarterly reports on training, concerns and violations related to the Code. Our Code satisfies the requirements for a "code of ethics" within the meaning of SEC rules. A copy of the Code is posted on our website, www.bwxt.com under "About Us – Corporate Citizenship – Ethics and Compliance." In the event we amend or waive any of the provisions of the Code applicable to our principal executive officer, principal financial officer, principal accounting officer or controller that relates to any element of the definition of "code of ethics" enumerated in Item 406(b) of Regulation S-K under the Securities Exchange Action of 1934, as amended (the "Exchange Act"), we intend to disclose these actions on our website. A copy of the Code is also available to stockholders upon request, addressed to the Corporate Secretary at 800 Main Street, 4th Floor, Lynchburg, Virginia 24504.

Stockholder Feedback and Actions Taken Since the 2022 Annual Meeting, we received stockholder feedback regarding our sustainability report and have enhanced our disclosure regarding GHG emissions and added an index reflecting disclosures aligned with the Task Force on Climate-related Financial Disclosures (TCFD) in our 2023 sustainability report, which is available on our website.

Stockholders or other interested persons may send written communications to the independent members of our Board, addressed to Board of Directors (independent members), c/o BWX Technologies, Inc., Corporate Secretary’s Office, 800 Main Street, 4th Floor, Lynchburg, Virginia 24504. All such communications shall be forwarded to the independent directors for their review, except for communications that (1) are unrelated to the Company’s business, (2) contain improper commercial solicitations, (3) contain material that is not appropriate for review by the Board based upon the Company’s Bylaws and the established practice and procedure of the Board, or (4) contain other improper or immaterial information. Information regarding this process is posted on our website at www.bwxt.com under “Investors — Corporate Governance.” 

The Board has established an Audit and Finance Committee, Compensation Committee and Governance Committee in accordance with the applicable NYSE and SEC requirements. Each Committee is comprised exclusively of independent directors as determined by the Board in accordance with the NYSE listing standards. Each of these committees has a written charter approved by the Board and available on our website at www.bwxt.com under “Investors — Corporate Governance.” The current members of the committees are identified below.

Audit and Finance Committee

2022 Meetings: 4

Barbara Niland (Chair), James Jaska, Robert Nardelli and John Richardson

100% Independent

Our Audit and Finance Committee’s role is financial and risk oversight. Management is responsible for preparing financial statements, and our independent registered public accounting firm is responsible for auditing those financial statements. The Audit and Finance Committee is not providing any expert or special assurance as to our financial statements or any professional certification as to the independent registered public accounting firm’s work. The Audit and Finance Committee is responsible for the following:  •Appoint, retain and oversee our independent registered public accounting firm and its audit process;  •Monitor the effectiveness of our financial reporting processes and disclosure and internal controls;  •Review our audited financial statements with management and our independent registered public accounting firm;  •Review and evaluate the scope and performance of the internal audit function; •Review our policies and procedures regarding ethics and compliance, as well as training, concerns and violations related to our Code of Business Conduct; and •Review of our exposure to various risks, including financial, litigation, environmental and regulatory risks.   Our Board has determined that (i) Ms. Niland and Messrs. Jaska and Nardelli are each "financially literate" as defined by the NYSE and each qualify as an “audit committee financial expert” within the definition established by the SEC and (ii) each member of the Audit and Finance Committee is independent for purposes of Rule 10A-3 of the Exchange Act. For more information on the backgrounds of these directors, see their biographical information under “Proposal 1: Election of Directors” above. For more information on the Audit and Finance Committee, see "Audit and Finance Committee Report" and "Proposal 4: Ratification of Auditors" below.

Compensation Committee

2022 Meetings: 5

Gerhard Burbach (Chair), Kenneth Krieg, Leland Melvin and John Richardson

100% Independent

The Compensation Committee has overall responsibility for our executive and non-employee director compensation plans, policies and programs. The Compensation Committee also oversees the annual evaluation of our Chief Executive Officer, in conjunction with the Governance Committee, and makes compensation recommendations to the independent directors of the Board. The Compensation Committee regularly reviews the design of our significant compensation programs with the assistance of its compensation consultant.   The Compensation Committee administers our Executive Incentive Compensation Plan (the “EICP”), under which it awards annual cash-based incentive compensation to our officers based on the attainment of annual performance goals. Our Compensation Committee approves, among other things, the target EICP compensation, as well as the financial and safety goals for each officer. The Committee recommends to the independent members of the Board individual goals for EICP compensation for our Chief Executive Officer. Our Chief Executive Officer establishes EICP individual goals for the Presidents of principal operating groups and other executive officers. The Compensation Committee also administers our 2010 Long-Term Incentive Plan (as amended, the “2010 LTIP”) and 2020 Omnibus Incentive Plan (the "2020 Plan," and together with the 2010 LTIP, the "Incentive Plans"), and may delegate some of its duties (other than awards to directors and executive officers under the Incentive Plans) to our Chief Executive Officer or other senior officers. The Compensation Committee evaluates the Chief Executive Officer's performance under the EICP and the Incentive Plans and recommends payouts under such plans and other compensation changes to the independent members of the Board. The Board has determined that each member of the Compensation Committee is (i) independent, as independence for compensation committee members is defined by the NYSE, (ii) a "non-employee director" for purposes of Section 16b-3 of the Exchange Act, and (iii) an "outside director" for purposes of 162(m) of the Internal Revenue Code.

Executive Compensation Consultant   The Compensation Committee has the authority to retain, terminate, compensate and oversee any compensation consultant ("Compensation Consultant") or other advisors to assist the committee in the discharge of its responsibilities. The Compensation Committee has engaged Exequity LLP (“Exequity”) as its outside Compensation Consultant. For 2022, Exequity assisted the Compensation Committee with: •advice and analysis on the design, structure and level of executive and director compensation and incentive plans;  •review of market survey and proxy compensation data for benchmarking;  •advice on external market factors and evolving compensation trends; and •assistance with regulatory compliance and changes regarding compensation matters.   Exequity attends the Compensation Committee meetings, including executive sessions. Although Exequity works with our management on various matters for which the Compensation Committee is responsible, our management does not direct or oversee the retention or activities of Exequity. See the “Compensation Discussion and Analysis” and “Compensation of Executive Officers” sections of this proxy statement for information about our 2022 executive officer compensation, including a discussion of the role of the Compensation Consultant.

Compensation Committee Interlocks and Insider Participation   No director who served as a member of the Compensation Committee during the year ended December 31, 2022 (i) was during such year, or had previously been, an officer or employee of BWXT or any of our subsidiaries, or (ii) had any material interest in a transaction of BWXT or a business relationship with, or any indebtedness to, BWXT. None of our executive officers have served as members of a compensation committee (or if no committee performs that function, the board of directors) of any other entity that has an executive officer serving as a member of our Board.

Governance Committee

2022 Meetings: 4

James Jaska (Chair), Barbara Niland and Robert Nardelli

100% Independent

The Governance Committee has overall responsibility to: •establish and assess director qualifications; •review the composition of the Board and recommend director nominees for election; •lead the Board's oversight of ESG issues within the Company, including diversity and inclusion; •oversee the annual self-evaluation process for our Board and Committees, as well as the Chief Executive Officer in conjunction with our Compensation Committee; •evaluate director orientation and director education programs; and •monitor governance and cybersecurity risks. This committee will consider individuals recommended by stockholders for nomination as directors in accordance with the procedures described under “Stockholders’ Proposals.”

Director Evaluation and Nomination Process   Our Governance Committee is responsible for assessing the qualifications, skills and characteristics of candidates for election to the Board. In making this assessment, the Governance Committee generally considers a number of factors, including each candidate’s:  •professional and personal experiences and expertise in relation to (i) our businesses and industries and (ii) the experiences and expertise of other Board members;  •integrity and ethics in his/her personal and professional life; •professional accomplishments in his/her field; •personal, financial or professional interests in any competitor, customer or supplier of ours; •preparedness to participate fully in Board activities, including active membership on at least one Board committee and attendance at, and active participation in, meetings of the Board and the committee(s) of which he or she is a member, and any other personal or professional commitments that would, in the Governance Committee’s sole judgment, interfere with or limit his or her ability to do so; •willingness to apply for and ability to obtain and retain an appropriate U.S. Department of Defense or U.S. Department of Energy security clearance; and •ability to contribute positively to the Board and any of its committees.   The Board recognizes the benefits of a diverse board and requires any search for potential director candidates to consider diversity as to gender, ethnic background, education, viewpoint and personal and professional experiences. Our Board includes three directors (33% of the Board) who are diverse by gender, race or ethnicity.   The Governance Committee solicits ideas for possible candidates from a number of sources — including members of the Board, our Chief Executive Officer and other senior level executive officers, individuals personally known to the members of the Board and independent director candidate search firms.   In addition, any stockholder may nominate one or more persons for election as one of our directors at an annual meeting of stockholders if the stockholder complies with the notice, information and consent provisions contained in our Bylaws. See “Stockholders’ Proposals” in this proxy statement and our Bylaws, which may be found on our website at www.bwxt.com at “Investors — Corporate Governance.”   The Governance Committee will evaluate properly identified candidates, including nominees recommended by stockholders. The Governance Committee also takes into account the contributions of incumbent directors as Board members and the benefits to us arising from the experience of incumbent directors on the Board. Although the Governance Committee will consider candidates identified by stockholders, the Governance Committee has sole discretion whether to recommend those candidates to the Board.

Name of Non-Employee Director			Fees Earned or Paid in Cash (1)									Stock Awards (2)									All Other Compensation (3)									Total
Jan A. Bertsch						$	171,250								$	129,971								$	—								$	301,221
Gerhard F. Burbach						105,000									129,971									—									234,971
James A. Jaska						105,000									129,971									—									234,971
Kenneth J. Krieg						96,250									129,971									—									226,221
Leland D. Melvin						90,000									129,971									—									219,971
Robert L. Nardelli						90,000									129,971									—									219,971
Barbara A. Niland						113,750									129,971									—									243,721
John M. Richardson						90,000									129,971									—									219,971

(1)See “Fees Earned or Paid in Cash” below for a discussion of the amounts reported in this column.

During 2022, 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.

Annual Director Compensation (All amounts in cash, except stock award)												Amount
Retainer for Non-Employee Directors												$	90,000
Stock Award for Non-Employee Directors												130,000
Independent Board Chair												100,000
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

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 2022, there were no incremental costs to the Company to provide reimbursement for spousal travel, meals, activities and other expenses under our policy.

Professional Experience

Tenure with BWXT: 8 years

•Mr. Geveden, age 62, 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 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. •He received his bachelor and masters degrees in physics from Murray State University. •Mr. Geveden chairs the board of directors of TTM Technologies, Inc.

Rex D. Geveden President, Chief Executive Officer and Director

Professional Experience

Tenure with BWXT: 3 years

•Mr. LeMasters, age 45, has served as our Senior Vice President and Chief Financial Officer since November 2021. Prior to that, he served as is our Senior Vice President and Chief Strategy Officer since July 2020. Mr. LeMasters served on the Company’s Board of Directors from July 2015 to April 2020. •Prior to joining BWXT, Mr. LeMasters was a Managing Director at Blue Harbour, L.P., a multi-billion dollar investment firm, a position he held since 2011. Prior to joining Blue Harbour Group, he was a Founding Partner of Theleme Partners from 2009 to September 2011. He also served as a Partner at The Children’s Investment Fund (TCI) from 2008 to 2009 and a Vice President in the Relative Value/Event-Driven Group at Highbridge Capital Management from 2005 to 2008. Mr. LeMasters began his career as an analyst at Morgan Stanley & Co. in the Mergers and Acquisitions Group and subsequently joined Forstmann Little & Co. as an analyst. •Mr. LeMasters earned a bachelor of science from the University of Pennsylvania and a masters of business administration from the Harvard Business School.

Robb A. LeMasters Senior Vice President and Chief Financial Officer

Professional Experience

Tenure with BWXT: 5 years

•Mr. McCabe, age 68, served as our Senior Vice President, General Counsel, Chief Compliance Officer and Secretary from July 2018 through January 2023, when he transitioned to Special Advisor to the CEO. •Prior to joining BWXT, Mr. McCabe served as Executive Vice President, General Counsel, Chief Compliance Officer and Secretary (or similar roles) of Orbital ATK, Inc. (and its predecessor, Orbital Sciences Corporation) from 2014 to 2018. •He served as Senior Vice President, General Counsel and Secretary of Alion Science and Technology Corp., an advanced engineering and technology solutions provider, from 2010 to 2014. From 2008 to 2010, he was Executive Vice President and General Counsel, and President of the federal business, of Braintech, Inc., an automated vision system for industrial and military robots. •Previously, Mr. McCabe held legal roles with XM Satellite Radio, COBIS Corporation and what is now AT&T Public Sector, and was CEO and a member of the board of directors of COBIS Corporation (and its predecessor, MicroBanx). •Earlier in his career, Mr. McCabe was an attorney in private practice. •Mr. McCabe has a bachelor’s degree from Georgetown University and a juris doctorate and masters of business administration from the University of Notre Dame.

Thomas E. McCabe Former Senior Vice President, General Counsel, Chief Compliance Officer and Secretary

Professional Experience

Tenure with BWXT: 1 year

•Adm. McCoy, age 66, has served as our President, Government Operations since February 2022. •He has more than 35 years of leadership experience in shipyard operations, nuclear industrial operations and senior engineering positions in the U.S. Navy and private sector. •Prior to joining BWXT, Adm. McCoy served as president of Irving Shipbuilding Inc. in Nova Scotia, Canada from 2013 to 2021, chief engineer of the U.S. Navy from 2005 to 2008 and commander of the Naval Sea Systems Command (NAVSEA) from 2008 to 2013. •He earned a bachelor degree in mechanical engineering from SUNY at Stony Brook, a masters degree in mechanical engineering from the Massachusetts Institute of Technology ("MIT"), an engineer's degree (post masters) in naval architecture and marine engineering from MIT, and a masters in business administration from Emory University.

Kevin M. McCoy President, BWXT Government Group

Professional Experience

Tenure with BWXT: <1 year

•Mr. Duffy, age 55, has served as our Senior Vice President and Chief Administrative Officer since August 2022. •Prior to joining BWXT, Mr. Duffy had served as senior vice president and chief human resources and administrative officer for Harris Corporation (now known as L3Harris Technologies) from 2012 to 2019. •Prior to that, Mr. Duffy held human resources leadership positions of increasing responsibility for several business units within United Technologies, including Sikorsky Aircraft, UTC Fire & Security, Carrier Corporation, Hamilton Sundstrand and Pratt & Whitney, from 1998 to 2012. •He holds a master’s degree in management and technology from Rensselaer Polytechnic Institute and a bachelor’s degree in human resources management from Muhlenberg College.

Robert L. Duffy Senior Vice President and Chief Administrative Officer

In accordance with Section 14A of the Exchange Act, we are asking stockholders to approve an advisory resolution on our executive compensation as reported in this proxy statement. Our Board has adopted a policy to hold annual advisory votes on executive compensation. It is our belief that our ability to hire, retain and motivate employees is essential to the success of the Company and its stockholders. Therefore, we generally seek to provide reasonable and competitive compensation for our executives with a substantial portion in the form of performance-based compensation.
Accordingly, we submit the following resolution to stockholders at the Annual Meeting: RESOLVED, that the stockholders of BWX Technologies, Inc. approve, on an advisory basis, the compensation of executives, as such compensation is disclosed pursuant to Item 402 of Regulation S-K in this proxy statement under the sections entitled “Compensation Discussion and Analysis” and “Compensation of Executive Officers.”
EFFECT OF PROPOSAL
Although the resolution to approve our executive compensation is non-binding, it serves as an opportunity for us, our Board and Compensation Committee to gain valuable stockholder feedback on our executive compensation decisions and practices. Even in years when the resolution is approved, the Board and Compensation Committee retain discretion to change executive compensation from time to time if they conclude that such a change would be in the best interests of the Company and its stockholders. Our Board and Compensation Committee value the opinions of stockholders on important matters such as executive compensation and will carefully consider the results of this advisory vote when evaluating our executive compensation programs.
RECOMMENDATION AND VOTE REQUIRED Our Board recommends that stockholders vote “FOR” the approval of executive compensation. The proxy holders will vote all proxies received "FOR" approval of this proposal unless instructed otherwise. Approval of this proposal requires the affirmative vote of a majority of our shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on this proposal. Because abstentions are counted as present for purposes of the vote on this matter but are not votes “FOR” this proposal, they have the same effect as votes “AGAINST” this proposal. Broker non-votes will not have any effect on this proposal.

Section 1: Executive Summary. In this section, we highlight our company performance, key compensation decisions and outcomes during 2022.

Section 2: Compensation Structure. In this section, we review our 2022 compensation philosophy, elements and processes.

Section 3: Compensation Analysis and Outcomes. In this section, we review the elements of 2022 total direct compensation, including annual base salary, annual incentive compensation and long-term incentive compensation.

Section 4: Other Benefits and Practices. In this section, we review perquisites, post-employment arrangements and other compensation-related practices.

•Consolidated revenue was over $2.2 billion, a 5% increase over the prior year.

•Net income and adjusted EBITDA were $238.6 million and $439.4 million, respectively.

•GAAP and non-GAAP earnings per share were $2.60 and $3.13, respectively.

•In 2022, we returned $81.1 million to stockholders in the form of dividends.

•As of December 31, 2022, our backlog was $4.1 billion.

* Please refer to Appendix A, "Reconciliation of Reported (GAAP) to Adjusted (Non-GAAP) Results," for a reconciliation of adjusted results, including adjusted EBITDA and non-GAAP earnings per share, to reported results.

(1)			Measured by dividing (i) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the applicable share price at the end and the beginning of the measurement period by (ii) the share price at the beginning of the measurement period.

WHAT WE DO:			WHAT WE DON’T DO:
ü Pay for Performance. Significant emphasis on incentive- and performance-based compensation, with 60% of annual long-term incentive awards comprised of performance RSUs. ü Compensation Program Responsive to Stockholder Feedback. We seek stockholder input and perspective on our compensation program. ü 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.  ü Clawbacks. We can recover compensation under our annual and long-term incentive plans in appropriate circumstances.  ü “Double Trigger” Vesting in a Change in Control.  ü Limited Perquisites and Tax Reimbursements.  ü Stock Ownership Requirements. We maintain robust requirements for our executive officers and directors. ü 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.

2022 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 (75% operating income and 15% operating cash flow) and 10% individual performance (including 3% for safety) weighting of the total award opportunity
Long-Term Incentive Program						40% time-based restricted stock units and 60% performance RSUs with performance based on 40% adjusted EBITDA, 40% return on invested capital and 20% relative TSR performance metrics to align incentives with strategic initiatives to drive growth, promote efficient capital management and align with shareholder returns

Financial Performance Metrics for Performance-Based RSUs

Financial Performance Metrics for Annual Incentive Awards

40% Adjusted EBITDA 40% Return on Invested Capital 20% Relative Total Shareholder Return

75% Operating Income 15% Operating Cash Flow

 

•attract and retain well-qualified executives;

•incent and reward short- and long-term company performance, as well as individual contributions; and

•align the interests of our executives with those of our stockholders.

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 (75%) and ◦Operating cash flow (15%) •Financial results determine payout multiplier •No payout unless at least threshold operating income goal is achieved			•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: ◦40% restricted stock units with 3-year ratable vesting ◦60% performance-based restricted stock units with 3-year cliff vesting based on 40% adjusted EBITDA, 40% ROIC and 20% relative TSR			•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 shareholder returns

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. 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						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.
Annual and Long-Term Incentive Compensation subject to Clawback						Incentive compensation awards include provisions allowing us to recover excess amounts paid to individuals who knowingly engaged in a fraud resulting in a restatement.
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 an over-emphasis on short-term decision making. 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 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.

How Compensation Decisions Are Made
Compensation Committee's Role			•The Compensation Committee establishes the target total direct compensation of our executives and administers other benefit programs. •The Compensation Committee reviews the design of the program and establishes the performance metrics and goals under the incentive programs. •The Compensation Committee evaluates incentive compensation payouts to ensure they are reflective of the Company and individual performance target attainment.
Compensation Planning Process			•Members of the Compensation Committee and our management team evaluate the advisory vote on executive compensation and stockholder feedback regarding our compensation programs and governance practices. •We engage with and solicit stockholder feedback regarding executive compensation, ESG and other matters, which are reported to the Board and Committees. •The Compensation Committee discusses plan design alternatives and considerations with the executive compensation consultant. •The Compensation Committee reviews existing plan performance results to determine if changes are needed. •Annual and long-term compensation plan design and performance metrics and targets are approved.
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 2022 annual incentive plan, the committee set financial performance goals as follows: ◦Operating Income (75%): The committee set the target goal based on the Company's 2022 forecast. ◦Operating Cash Flow (15%): The committee set the target goal based on the Company's 2022 operating cash flow forecast. •The committee set our 2022 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 ("ROIC"): 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 ("TSR"): The target goal was intended to align with long-term performance for shareholders (measured by cumulative TSR with dividends reinvested) relative to the peer group to minimize the impact of general market movements.
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 continuous focus on our safety performance. •There is no payout on a safety target if our performance does not meet or exceed the goal for 2022.
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 2022.

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.
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. •96.9% of the votes cast at our 2022 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 2022 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 15 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 2022 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 2021 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 2022 target compensation.

Named Executive						Annual Base Salary ($)						Annual Incentive ($)						Long-Term Incentive ($)						Target Total Direct Compensation ($)
Rex D. Geveden						925,000						925,000						3,500,000						5,350,000
Robb A. LeMasters						500,000						350,000						700,000						1,550,000
Thomas E. McCabe(1)						545,000						354,250						600,000						1,499,250
Kevin M. McCoy(2)						735,000						477,750						350,000						1,562,750
Robert L. Duffy(3)						400,000						200,000						—						600,000
(1) Mr. McCabe served as our Senior Vice President, General Counsel and Secretary until January 2, 2023 when he transitioned to Special Advisor to the CEO. Pursuant to the terms of his Transition Agreement, he forfeited any annual and long-term incentive payouts to which he was entitled to in exchange for a lump-sum payment.
(2) Adm. McCoy was appointed President, Government Operations on February 18, 2022.
(3) Mr. Duffy joined the Company as Senior Vice President and Chief Administrative Officer on August 29, 2022 after the annual long-term incentive grant. He received a $1,200,000 sign-on restricted stock unit grant at that time.

Named Executive

2022 Base Salary ($)

Mr. Geveden

925,000

Mr. LeMasters

500,000

Mr. McCabe

545,000

Adm. McCoy(1)

735,000

Mr. Duffy(2)

400,000

(1) Adm. McCoy was appointed President, Government Operations on February 18, 2022.

(2) Mr. Duffy joined the Company as Senior Vice President and Chief Administrative Officer on August 29, 2022.

Named Executive						EICP Target %(1)
Mr. Geveden						100%
Mr. LeMasters						70%
Mr. McCabe						65%
Adm. McCoy						65%
Mr. Duffy(2)						50%

2022 EICP Performance Metrics
Financial (90%)   Operating Income (75%)   Operating Cash Flow (15%)			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% - 200% based on achievement of goals; result is referred to as the “Financial Multiplier.”

2022 EICP Performance Metrics (cont'd)
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 2022.   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. There is a deduction for each of the TRIR and DART safety metrics if the target is not achieved.   Payout Calculation:  Ranges from 0% - 200%, multiplied by the “Financial Multiplier;” referred to as the “Individual Performance Result.”

2022 EICP Performance Goals. The Compensation Committee established the following financial and safety performance goals for 2022.

2022 EICP FINANCIAL GOALS

Metric (Weight)

Threshold Goal 50% Payout

Target Goal 100% Payout

Maximum Goal 200% Payout

Actual(1)

Operating Income(2) (75%)

$287.3 million

$359.1 million

$430.9 million

$367.5 million

Operating Cash Flow (15%)

$207.0 million

$258.7 million

$310.4 million

$250.6 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 (75% of 2022 EICP) is measured 40% on BWXT consolidated results and 35% on the Government Operations segment results.

2022 SAFETY GOALS
Safety Metric			Threshold			Target			Maximum			Actual
TRIR			0.86			0.68			0.58			0.67
DART			0.32			0.26			0.22			0.29
Total Safety Multiplier			0.50			1.00			2.00			0.93

Analysis of EICP Payouts. The following table indicates the amount earned under the EICP by our Named Executives based for the 2022 performance period (January 1, 2022 – December 31, 2022). For each Named Executive, the performance result (the "Weighted Performance Percentage") established the maximum eligible amount of EICP for 2022 (the "Eligible Amount"), subject to the final discretion of the Compensation Committee. Mr. McCabe transitioned to Special Advisor to the CEO on January 2, 2023, and pursuant to the terms of his Transition Agreement, was not eligible to receive a 2022 EICP payout.

			Mr. Geveden			Mr. LeMasters			Mr. McCabe(1)			Adm. McCoy(2)			Mr. Duffy
Earnings from Salary			$	925,000		$	500,000		$	545,000		$	735,000		$	137,500
Target Percentage			100		%	70		%	65		%	65		%	50		%
Weighted Performance Percentage			108		%	108		%	—		%	99		%	108		%
Eligible Amount(3)			$	999,000		$	378,000		$	—		$	472,973		$	74,250
Total 2022 EICP Payout(4)			$	999,000		$	378,000		$	—		$	472,973		$	74,250

(1)			Mr. McCabe entered into a Transition Agreement that provided him a lump sum payment in lieu of certain annual and long-term incentive payouts.
(2)			The financial performance for all Named Executives is based on BWXT consolidated financial results, except for Adm. McCoy, for whom operating income (75% of 2022 EICP) is measured 40% on BWXT consolidated results and 35% on Government Operations segment results.
(3)			Amounts may not foot due to rounding.
(4)			Amount is based upon financial and individual, including safety and performance results.

2022 TARGET LONG-TERM INCENTIVE COMPENSATION

Named Executive						Target Value
Mr. Geveden									$	3,500,000
Mr. LeMasters									700,000
Mr. McCabe(1)									600,000
Adm. McCoy									350,000
Mr. Duffy(2)									—
(1) Mr. McCabe served as our Senior Vice President, General Counsel and Secretary until January 2, 2023 when he transitioned to Special Advisor to the CEO. Pursuant to the terms of his Transition Agreement, he forfeited this long-term incentive award and other consideration in exchange for a lump-sum payment.
(2) Mr. Duffy joined the Company as Senior Vice President and Chief Administrative Officer on August 29, 2022 after the annual long-term incentive grant. He received a $1,200,000 sign-on restricted stock unit grant at that time.

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, 2022 through December 31, 2024. •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.

In 2020, the Committee established the following financial performance goals for the performance restricted stock units over the January 1, 2020 to December 31, 2022 performance period.

2020 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%)			$7.99			$8.87			$9.31			$9.23
Return on Invested Capital (50%)			11.2%			14.0%			16.8%			15.0%

Analysis of Financial Performance. Based on exceeding the three-year cumulative earnings per share and return on invested capital goals, the Compensation Committee determined the weighted financial performance was 158% of target under the 2020 Performance Restricted Stock Unit Award in February 2023. The following table indicates the shares earned under the LTIP by our Named Executives for the January 1, 2020 to December 31, 2022 performance period. Adm. McCoy and Mr. Duffy were not participants in the 2020 Performance Restricted Stock Unit awards and did not receive any payouts.

			Mr. Geveden			Mr. LeMasters			Mr. McCabe(1)			Adm. McCoy			Mr. Duffy
Target Award (in Shares)			32,763			3,190			6,340			—			—
Weighted Financial Performance Percentage(2)			158		%	158		%	—		%	—		%	—		%
Total Earned Shares			51,766			5,041			—			—			—

(1)			Mr. McCabe entered into a Transition Agreement that provided him a lump sum payment in lieu of certain annual and long-term incentive payouts, including the 2020 Performance Restricted Stock Units.
(2)			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.

•continue to receive his current salary in his role as Special Advisor to the CEO through his retirement date;

•participate in the Company’s annual incentive compensation plan through December 31, 2022;

•not participate in the 2023 annual or long-term incentive plans;

•receive a cash payment of $485,000 on his retirement in exchange for his assistance with the CAO transition, provided that he executes and does not revoke a release of claims against the Company and that he remains employed with the Company; and

•continue participation in certain of our employee benefit plans (subject to the terms and conditions of such plans).

•receive a salary of $3,000 per month in his role as Special Advisor to the CEO from January 2, 2023 through his retirement date;

•receive cash payments of $2,479,000, in lieu of the 2022 annual incentive payout ($354,250), certain long-term equity incentive awards ($1,748,766 as of December 29, 2022) and other compensation to which he was otherwise entitled through his retirement date and all of which he agreed to forfeit in lieu of such payment, provided that he executes and does not revoke a release of claims against the Company;

•not participate in the 2022 and 2023 annual incentive plans; and

•continue to participate in certain of our employee benefit plans, subject to the terms and conditions of such plans.

•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.

•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