Dear Fellow Stockholders:
On behalf of yourApril 5, 2024
Babcock & Wilcox Enterprises, Inc.
1200 East Market Street, Suite 650
Akron, Ohio 44305Via live webcast at www.virtualshareholdermeeting.com/BW2024
Dear Fellow Stockholders: On behalf of our Board of Directors (the “Board”), we are pleased to invite you to attend the Babcock & Wilcox Enterprises, Inc. (“B&W” or the “Company”) 2024 Annual Meeting of Stockholders on May 15, 2024 (the “Annual Meeting”). This will be a virtual meeting of stockholders, beginning at 10:30 a.m. Eastern Time. You may attend the Annual Meeting online and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/BW2024. You also will be able to vote your shares electronically at the Annual Meeting (other than shares held through the B&W Thrift Plan, which must be voted prior to the meeting), although we would urge you not to wait until the meeting to vote your shares. We invite you to read this year’s proxy statement highlighting key activities and accomplishments in 2023 and presenting the matters for which we are seeking your vote at the Annual Meeting. Strengthening our Foundation and Accelerating Growth Despite sustained global economic and geopolitical challenges, our traditional businesses returned solid results in 2023, led by our aftermarket parts, services and construction operations that capitalized on the continued strong demand for baseload power generation as customers seek to extend the operational lifespans of their existing power generation and industrial facilities. We also accelerated our momentum in the deployment of our patented BrightLoop™ low-carbon, hydrogen generation technology that can use solid fuels like coal and biomass, as well as others like natural gas, to produce hydrogen while capturing carbon dioxide. This included announcing our hydrogen generation and carbon capture project with Black Hills Energy in Gillette, Wyoming, and our progress in establishing a BrightLoop hydrogen production plant in Massillon, Ohio. These accomplishments would not be possible without the outstanding efforts and dedication of B&W employees throughout our global operations. They are experienced problem solvers and technology experts and have earned the trust of customers around the world. We’re excited about the opportunities ahead and for the opportunity to achieve sustained growth in 2024 and beyond. We’ll do that by capitalizing on the strengths of our technology and experienced employees, by driving greater efficiencies throughout our operations and by working together to deliver on our projects safely and profitably. Together, we are focused on generating strong, profitable growth, to serving our vast installed base and further expanding our role as a leader and innovator in the energy transition. We sincerely appreciate your interest in our company, and your confidence in our ability to execute on our strategic priorities and create strong, sustainable results for the long-term. We’re looking forward to a bright future and to continuing to deliver products, services and solutions that drive the world toward a cleaner tomorrow. We Welcome Your Feedback We hope you will participate in the Annual Meeting to hear more about our operations and our progress, and we encourage you to share your thoughts, concerns and suggestions with us. We also want to ensure your shares are represented as we conduct a vote on the matters outlined in this proxy statement. Whether or not you plan to attend, please cast your vote as soon as possible either via: •
the internet at www.proxyvote.com,
•
by calling 1-800-690-6903, or •
by returning the accompanying proxy card if you received a printed set of materials by mail. Further instructions on how to vote your shares can be found in this proxy statement. On behalf of our Board of Directors and the employees of B&W, I want to thank you for your confidence in us and your investment in our business. If you have any questions or suggestions, please feel free to contact us at the address above or by visiting our website. Sincerely, Kenneth M. Young
Chairman and Chief Executive Officer
| | April 5, 2024
Babcock & Wilcox Enterprises, Inc. (B&W) 2017 Annual Meeting of Stockholders on Tuesday, May 9, 2017 at The Ballantyne Hotel, 10000 Ballantyne Commons Parkway, Charlotte, North Carolina, 28277. The meeting will be held in The Carolina Room beginning at 9:30 a.m. local time.
1200 East Market Street, Suite 650
Akron, Ohio 44305 | | | We also invite you to read this year's proxy statement that highlights key activities and accomplishments in 2016 and presents the matters for which we are seeking your vote at the 2017 Annual Meeting.
Looking Back and Ahead
The past year has been one of opportunity, progress and challenge for Babcock & Wilcox, as we made measureable advances on our three-pronged strategy to:
•
Optimize our Business and Improve Efficiency;•
Pursue Core Growth in Global Markets; and•
Execute a Disciplined Acquisition Program to Drive Growth and Diversification.
Our strategy defines what we see as a critical path to creating long-term value for stockholders by better servingour traditional power customers, growing our industrial market presence and increasing our non-coal revenue base. Our actions in 2016 supported this strategy as we worked to realign our businesses, enhance our operations and diversify our revenue sources. We will remain focused on this strategy in the year ahead as we strengthen our internal project execution capabilities in our growing business units and ensure that we continue to deliver on our commitments to our customers.
Our Corporate Governance
We have continued to be guided by strong corporate governance practices that demonstrate our commitment to ethical values, to strong and effective operations and to achieving growth and financial stability for our stockholders. Our engaged, committed and diverse Board also serves as a competitive advantage that helps to guide and oversee our company, and we believe that our ‘pay for performance’ philosophy must continue to be the fundamental principle underlying our compensation program. As B&W continues to grow as an independent company, we expect to continue to evolve and enhance our corporate governance practices.
Your Viewpoint is Important
We hope you are able to attend our annual meeting to hear more about our operations and our progress, and we encourage you to share your thoughts, concerns and suggestions with us. We also want to ensure your shares are represented as we conduct a vote on the matters outlined in the proxy statement. If you are unable to attend, please cast your vote as soon as possible either via:
•
the Internet at www.proxyvote.com•
by calling 1-800-690-6903, or•
by returning the accompanying proxy card if you received a printed set of materials by mail.Further instructions on how to vote your shares can be found in our proxy statement.
B&W is marking its 150th anniversary in 2017, and while we are proud of the difference our company's products and services have made in the world since 1867, we are even more excited about our opportunities for the future. On behalf of the Board of Directors and the more than 5,000 employees of B&W, I want to thank you for your continued support and investment in our business. We value the ongoing dialogue we have with our stockholders and welcome your suggestions. Please feel free to contact us at the address below or by visiting our website.
| Board of Directors
Babcock & Wilcox Enterprises, Inc.
13024 Ballantyne Corporate Place
Suite 700
Charlotte, NC 28277
c/o J. André Hall, Corporate Secretary | Sincerely, | | E. James Ferland
Chairman & Chief Executive Officer
|
 March 28, 2017
Babcock & Wilcox Enterprises, Inc.
13024 Ballantyne Corporate Place, Suite 700
Charlotte, North Carolina 28277
NOTICE OF 20172024 ANNUAL MEETING OF STOCKHOLDERS The 20172024 Annual Meeting will be a virtual meeting of stockholders, beginning at 10:30 a.m. Eastern Time on May 15, 2024. You will be able to attend the Stockholders (the “Annual Meeting”) of Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”),Annual Meeting online and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/BW2024. You will also be able to vote your shares electronically at the Annual Meeting (other than shares held through the B&W Thrift Plan, which must be voted prior to the meeting). The Annual Meeting will be held in The Carolina Roomto: (1)
approve amendments to the Company’s Restated Certificate of Incorporation (“Certificate of Incorporation”) to declassify the Company’s Board of Directors (the “Board”) and provide for annual elections of all directors beginning at The Ballantyne Hotel, 10000 Ballantyne Commons Parkway, Charlotte, North Carolina 28277,the 2026 annual meeting of stockholders; (2)
if Proposal 1 is approved and our Board is re-classified, elect Henry E. Bartoli, Naomi L. Boness and Philip D. Moeller as Class I directors of the Company for a term of two years; (3)
if Proposal 1 is not approved, elect Henry E. Bartoli, Naomi L. Boness and Philip D. Moeller as Class III directors of the Company for a term of three years; (4)
approve amendments to the Company’s Certificate of Incorporation to remove provisions that require the affirmative vote of holders of at least 80% of the voting power to approve certain amendments to our Certificate of Incorporation and Bylaws; (5)
ratify our Audit and Finance Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024; (6)
approve, on May 9, 2017, at 9:30 a.m. local time to:a non-binding advisory basis, the compensation of our named executive officers; and | | (1) | elect Stephen G. Hanks and Anne R. Pramaggiore as Class II directors of the Company; |
| | (2) | ratify our Audit and Finance Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2017; |
| | (3) | approve, on a non-binding advisory basis, the compensation of our named executive officers; and |
| | (4) | transact such other business as may properly come before the Annual Meeting or any adjournment thereof. |
(7)
transact such other business as may properly come before the Annual Meeting or any adjournment thereof. If you were a stockholder as of the close of business on March 13, 2017,18, 2024 (the “record date”), you are entitled to vote at the Annual Meeting and at any postponement or adjournment thereof. To participate in the Annual Meeting via live webcast, you will need the 16-digit control number included on your proxy card and on the instructions that accompany your proxy materials. The Annual Meeting will begin promptly at 10:30 a.m. Eastern Time. Online check-in will begin at 10:25 a.m. Eastern Time. InsteadIf you are a stockholder of record, you can vote your shares by voting by Internet, telephone, mailing a printed copyin your proxy or virtually at the Annual Meeting. You may give us your proxy by following the instructions included in the enclosed proxy card. Further instructions on how to vote your shares can be found in this proxy statement.
A list of stockholders entitled to vote at the Annual Meeting will be available for examination at the Company’s headquarters for 10 days prior to the Annual Meeting. The list of stockholders may also be accessed during the Annual Meeting at www.virtualshareholdermeeting.com/BW2024 by using the control number on your proxy card, voting instruction form, or Notice of Internet Availability. On April 5, 2024, we commenced providing or making available our proxy materials, including our 2016 Annual Report, to each stockholder of record, we are providing access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials,this notice and proxy statement as well as the costs associated with mailing these materials to all stockholders. Accordingly, on March 28, 2017, we mailed the Noticea copy of Internet Availability of Proxy Materials (the “Notice”)our 2023 Annual Report, to all stockholders of record as of March 13, 2017 and posted our proxy materials on the Web site referenced in the Notice (www.proxyvote.com). As more fully described in the Notice, all stockholders may choose to access our proxy materials on the Web site referred to in the Notice or may request a printed set of our proxy materials. The Notice and Web site provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.record date. If you previously elected to receive a printed copy of the materials, we have enclosed a copy of our 2016 Annual Report to Stockholders with this notice and proxy statement.
Your vote is important.important. Please vote your proxy promptly so your shares can be represented, even if you plan to attend the Annual Meeting. You can vote by Internet, by telephone, or by requesting a printed copy of the proxy materials and using the enclosed proxy card. By Order of the Board of Directors, John J. André Hall
Dziewisz
Executive Vice President,
General Counsel &
Corporate Secretary
Dated: April 5, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 15, 2024. 2017We are pleased to announce that we are delivering your proxy materials for the 2024 Annual Meeting of Stockholders via the Internet. Because we are delivering proxy materials via the Internet, the Securities and Exchange Commission requires us to mail a notice to our shareholders notifying them that these materials are available on the Internet and how these materials may be accessed. This notice, which we refer to as our “Notice of Proxy Materials,” will be mailed to our shareholders on or about April 5, 2024.
Our Notice of Proxy Materials will instruct you on how you may vote your proxy via the Internet or by telephone, or how you can request a full set of printed proxy materials, including a proxy card to return by mail. If you would like to receive printed proxy materials, you should follow the instructions contained in our Notice of Proxy Materials. Unless you request them, you will not receive printed proxy materials by mail. The Proxy Statement and Annual Report are available free of charge on our website at
https://investors.babcock.com/home/financial-reports/
and at http://www.proxyvote.com
2024 PROXY STATEMENT SUMMARY Growth Strategy2023 Pay-For-Performance
Babcock & Wilcox Enterprises, Inc. ("B&W" or the "Company") became a public company on July 1, 2015 as a spin-off from The Babcock & Wilcox Company ("BWC"). At the time of the spin-off, B&W defined a three-pronged strategy as follows:
2016 Performance
We have made measurable progress on our three-pronged strategy. This strategy provides a critical path forward to delivering long-term stockholder value by allowing us to better serve our traditional power customers, enhance our industrial market presence and increase our non-coal revenue base.
The past year, our first as an independent company, has been one of opportunity, progress and challenge. We made significant advancement realigning the business and on making the necessary changes in order to best position our operations for the future. Specifically, we focused on enhancing the profitability of our Power business and increasing revenue diversification by driving the growth of our Industrial and Renewable businesses. While some businesses were impacted by market volatility and certain execution issues, we believe our businesses have significant opportunities for growth and are confident that we are well positioned to create long-term value for stockholders.
In 2016, we made major strides in executing our strategy to become a larger player in global industrial markets. In July 2016, we closed the acquisition of SPIG S.p.A. ("SPIG"), and in January 2017, we closed the acquisition of Universal Acoustic & Emission Technologies, Inc. ("Universal"). These acquisitions expanded our global reach, increased our non-coal-related revenue to more than 50% of total revenues and expanded our end market coverage, particularly in natural gas power generation. Our effort to diversify our business has moved us forward in a measurable way, and we anticipate these efforts to continue to positively impact the Company as we position it for future success.
Despite these improvements, we faced challenging market conditions, particularly in our legacy coal-based business and also experienced operational challenges in our Renewable segment as we executed on the rapid growth in contracts from the past 12 months. These had a significant impact on our 2016 financial results. The Board has worked closely with the management team and has overseen specific actions to address these execution issues, and enhance the resources and infrastructure of the Renewable segment, enabling it to capture its significant market opportunities. We are focusing primarily on project management and engineering process improvements so that we have the right systems and resources in place to improve our performance and allow us to continue to grow this important segment of our Company.
2016 PAY-FOR-PERFORMANCE
Our executive compensation programs are based on a strong alignment between pay and performance. Our compensation programs are designed to balance individualperformance, and group goals, short-this is reflected in the payout amounts under our cash incentive program and long-term goals and corporate and stockholder metrics. We expect to continue engaging with our stockholders to inform our decision making on this issue.
In light of our 2016 performance, the 2016 annual incentive payout for our NEOs and our senior management team was $0. See "2016 Summary Compensation Table" for a comparison of the total compensation received by our NEOs in 2016 versus 2015. In addition, the current projected value of the performance-based shares granted in 2016earned awards under our long-term incentive plan is significantly impaired.programs. Decisions by the Compensation Committee of the Board, which we refer to in this discussion as the “Compensation Committee,” in 2023 also took into account prior feedback from our stockholders and concern for retention of key personnel while we address operational issues.
For the sixth year in a row, no payment was earned by any of our executive officers under the financial component of our annual cash incentive program. In 2023, our executive officers did not receive equity awards under the company’s long term incentive plan.
Performance Metrics in Long-Term Incentive Compensation Program Link to Growth Strategy
Our 2016 long-term (3-year) incentive compensation metrics are designed to drive behaviors that will result in direct benefits for our stockholders.
Governance Highlights Corporate governance is important, and we believe that our governance policies and structures provide a strong framework and assurance that we are clear, ethical and transparent in all of our business dealings. They help us operate more effectively, mitigate risk and act as a safeguard against mismanagement. | | | | | | | Board Independence | | | •
•
SixFive out of seven of our directors are independent •
Our CEOChief Executive Officer is the only managementexecutive director | | | | Board Composition | | | •
Currently the board has fixed the numberBoard consists of seven directors at seven •
The board is elected pursuant to a majority vote standard • The boardBoard annually assesses its performance through boardBoard and committee self-evaluations
•
The Governance Committee leads the full boardBoard in considering boardBoard competencies and refreshment in light of companyCompany strategy | | | | Board Committees | | | •
We have three boardfour standing Board committees –— Audit and Finance, Governance, Compensation, and CompensationRelated Party Transactions •
All committees are composed entirely of independent directors | | | | Leadership Structure | | | •
Our lead independent directorLead Independent Director works closely with our chairman andChairman & CEO and provides feedback to management •
Among other duties, our lead independent director isChairman and our Lead Independent Director are involved in setting the Board'sBoard’s agenda and our Lead Independent Director chairs executive sessions of the independent directors to discuss certain matters without management present | | | | Robust Overboarding Policy | | | •
Robust director overboarding policy, with limit of three total public company boards for non-employee directors and two total public company boards for executive directors | | | | Risk Oversight | | | •
Our full boardBoard is responsible for risk oversight, and has designated committees to have particular oversight of certain key risks •Our board
The Board oversees management as management fulfills its responsibilities for the assessment and mitigation of risks, and taking appropriate risks | | | | Open Communication | | | •
We encourage open communication and strong working relationships among the lead independent director, chairmanChairman and other directors •
Our directors have access to management and employees | | | | Director Stock Ownership | | | •
Our directors are required to own five times their annual base retainerretainers in shares of common stock | | | | Accountability to Stockholders | | | •
We actively reach out to our stockholders through our engagement program •
Stockholders can contact our board, lead independent directorthe Board, Chairman or management through our website or by regular mail | | | | Management Succession Planning | | | •
The boardBoard actively monitors our succession planning and people development •
At least once per year, the boardBoard reviews senior management succession and development plans | |
Voting MattersAs part of our commitment to effective corporate governance, our management and Board reviewed current corporate governance trends and considered the view held by many institutional stockholders that a classified board structure has the potential effect of reducing the accountability of directors. Similarly, the Board considered the view held by many institutional stockholders that provisions that prohibit stockholders from amending certain provisions of the Company’s Amended and Restated Bylaws (“Bylaws”) or our Certificate of Incorporation without the approval of at least 80% of all outstanding shares of the Company’s common stock could similarly reduce the accountability of directors and management. The proposals included in this Proxy Statement reflect the Board’s consideration of these issues. VIRTUAL ANNUAL MEETING The Annual Meeting will be held in a virtual-only meeting format, via live audio webcast that will provide stockholders with the ability to participate in the Annual Meeting, vote their shares and ask questions. Our virtual-only meeting format leverages technology to enhance stockholder access to the Annual Meeting by enabling attendance and participation from any location around the world by visiting www.virtualshareholdermeeting.com/BW2024. We believe that the virtual-only meeting format will give stockholders the opportunity to exercise the same rights as if they had attended an in-person meeting and believe that these measures will enhance stockholder access and encourage participation and communication with our Board of Directors and management. BENEFITS OF A VIRTUAL ANNUAL MEETING •
We believe a virtual-only meeting format facilitates stockholder attendance and participation by enabling all stockholders to participate fully, equally and without cost, using an Internet-connected device from any location around the world. In addition, the virtual-only meeting format increases our ability to engage with all stockholders, regardless of size. •
Stockholders of record and beneficial owners as of March 18, 2024, the record date, will have the ability to submit questions directly to our management and Board of Directors and vote electronically at the Annual Meeting via the virtual-only meeting platform. ATTENDANCE AT THE VIRTUAL ANNUAL MEETING •
Attendance at the Annual Meeting is important. Please voteopen to the public online at www.virtualshareholdermeeting.com/BW2024, but you are entitled to participate in the Annual Meeting by voting or asking questions only if you were a stockholder of record or beneficial owner as of March 18, 2024, the record date. •
To participate in the Annual Meeting by voting or asking questions, you will need the 16-digit control number included on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials, as applicable. •
If you were a stockholder as of March 18, 2024, the record date, you may vote shares held in your name as the stockholder of record or shares for which you are the beneficial owner but not the stockholder of record electronically during the Annual Meeting through the online virtual annual meeting platform by following the instructions provided when you log in to the online virtual annual meeting platform. •
On the day of the Annual Meeting, Wednesday, May 15, 2024, stockholders may begin to log in to the virtual- only Annual Meeting beginning at 10:25 a.m. Eastern time, and the Annual Meeting will begin promptly so your shares can be represented, even ifat 10:30 a.m. Eastern time. Please allow ample time for online login. •
We will have technicians ready to assist you plan to attendwith any technical difficulties you may have accessing the Annual Meeting. You can voteIf you encounter any difficulties accessing the virtual-only Annual Meeting platform, including any difficulties with your 16-digit control number or submitting questions, you may call the technical support number that will be posted on the Annual Meeting log-in page.
QUESTIONS AT THE VIRTUAL ANNUAL MEETING •
Stockholders will have the opportunity to submit questions during the Annual Meeting by Internet, by telephone,following the instructions on the virtual-only Annual Meeting platform. •
If you wish to submit a question, please submit it online at: www.virtualshareholdermeeting.com/BW2024. The meeting is not to be used as a forum to present general economic, political or by requesting a printed copyother views that are not directly related to the business of the proxy materialsCompany. We may group questions and usinganswers by topic and answer substantially similar questions only once. Each shareholder may ask up to two questions. Answers to questions will be posted on the enclosed proxy card.Investors Page on the Company’s website, www.babcock.com. We will only answer questions that comply with our Annual Meeting Rules of Conduct, which can be found on the virtual meeting site referenced above. •
We will not answer any questions that are irrelevant to the purpose of the Annual Meeting or our business or that contain inappropriate or derogatory references which are not in good taste. This summary highlights certain information contained in this Proxy Statement but does not contain all of the information that you should consider before voting. For more complete information, please review our 2023 Annual Report and this entire Proxy Statement. YOU WILL NOT BE ABLE TO ATTEND THE ANNUAL MEETING IN PERSON
| | | | Page | | | | | | | 2529 | | | Peer Group | | | | | 2731 | | | Compensation Philosophy and Process | | 2016 Compensation Decisions | | Other Compensation Practices and Policies | | | COMPENSATION COMMITTEE REPORT | | | | | 3835 | | | | | | | | 3936 | | | 2016 | | | | | 3936 | | | 2016 | | | | | 4238 | | | | | | | | 4539 | | | 2016 | | | | | 4840 | | | 2016 | | | | | 4840 | | | 2016 | | | | | 5041 | | | | | | | | 5241 | | | STOCKHOLDERS’ PROPOSALS | | | | | 6445 | | | GENERAL INFORMATION | | | | | 6445 | | | VOTING INFORMATION | |
***** Cautionary Statement Concerning Forward-Looking Information ***** This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical or current fact included in this Proxy Statement are forward-looking statements. These forward-looking statements are made based upon detailed assumptions and reflect management’s current expectations and beliefs. While we believe that these assumptions underlying the forward-looking statements are reasonable, forward-looking statements are subject to uncertainties and factors relating to our operations and business environment that are difficult to predict and may be beyond our control. Such uncertainties and factors may cause actual results to differ materially from those expressed or implied by the forward-looking statements. You should not place undue reliance on these statements. Forward-looking statements may include words such as “expect,” “intend,” “plan,” “likely,” “seek,” “believe,” “project,” “forecast,” “target,” “goal,” “potential,” “estimate,” “may,” “might,” “will,” “would,” “should,” “could,” “can,” “have,” “due,” “anticipate,” “assume,” “contemplate,” “continue” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operational performance or other events. The forward-looking statements included herein are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as required by law. These forward-looking statements are based on management’s current expectations and involve a number of risks and uncertainties, including, but not limited to, the risks and uncertainties described under the heading “Risk Factors” in Part I, Item 1A of our most recent Annual Report on Form 10-K, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the SEC.
APPROVAL OF AMENDMENTS TO OUR CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS AND PROVIDE FOR ANNUAL ELECTIONS OF ALL DIRECTORS BEGINNING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS (PROPOSAL 1) General Our Certificate of Incorporation currently provides for a classified board structure, pursuant to which the Board is divided into three classes and directors are elected to staggered three-year terms, with members of one of the three classes elected every year. At our 2023 annual meeting of stockholders, our stockholders did not, by at least the required affirmative vote of at least 80% of the outstanding shares of our common stock, approve a proposal to amend our Certificate of Incorporation to eliminate the classified structure of the Board by the 2025 annual meeting of stockholders and allow for removal of directors with or without cause once the Board is no longer classified. After careful consideration, the Board unanimously approved, and recommends that our stockholders approve, amendments to our Certificate of Incorporation that, if adopted, would eliminate the classified structure of the Board by the 2026 annual meeting of stockholders and allow for removal of directors with or without cause once the Board is no longer classified. Summary of Principal Changes If this proposal is adopted, Article FIFTH of our Certificate of Incorporation will be amended to provide that all director nominees standing for election will be elected to a one-year term at or after the 2026 annual meeting of stockholders. To effect this change, we will enact a transitional two-class structure, combining our current Class II and Class III directors into a new Class I, with directors in current Class I being transitioned into a new Class II. Nominees elected to replace our current Class III directors, whose terms expire at the Annual Meeting, would be elected to a two-year term as new Class I directors, and nominees elected to replace our current Class I directors whose terms expire at the 2025 annual meeting of stockholders would be elected to a one-year term as new Class II directors. The transitional structure will then lapse, and as a result, beginning at the 2026 annual meeting of stockholders, and at each annual meeting thereafter, all directors will serve one-year terms. Directors elected to fill any vacancy on the Board or to fill newly created director positions resulting from an increase in the number of directors would serve the remainder of the term of that position. In connection with the declassification of our Board, Article FIFTH would also be amended to provide that, commencing with the election of directors at the 2026 annual meeting of stockholders, directors may be removed with or without cause as provided in the Delaware General Corporation Law (“DGCL”), and only the approval of a majority of the voting power of our stockholders would be required to remove a director with or without cause. This description of the proposed amendments to our Certificate of Incorporation is only a summary of those amendments and is qualified in its entirety by reference to, and should be read in conjunction with, the full text of Article FIFTH of our Certificate of Incorporation, marked to show the proposed amendments, a copy of which is attached to this proxy statement as Appendix B. If adopted, the amendments to our Certificate of Incorporation will become effective upon filing of the amended Certificate of Incorporation with the Secretary of State of Delaware, which is expected to occur promptly following the stockholder vote. If the amendments to our Certificate of Incorporation are approved by stockholders and become effective, the Board expects to approve certain conforming amendments to our Bylaws to remove references to a classified Board and to reflect stockholders’ ability to remove directors on an unclassified Board with or without cause at or after the 2026 annual meeting of stockholders. Recommendation and Vote Required The Board recommends that stockholders vote “FOR” the approval of amendments to our Certificate of Incorporation to declassify the Board and provide for annual elections of all directors beginning at the 2026 annual meeting of stockholders. The proxy holders will vote all proxies received “FOR” approval of this proposal unless instructed otherwise. Approval of the proposal requires the affirmative vote of at least 80% of the voting power of the outstanding shares of our common stock. Accordingly, abstentions and broker non-votes will have the effect of a vote “AGAINST” this proposal.
IF PROPOSAL 1 IS APPROVED, THE ELECTION OF HENRY E. BARTOLI, NAOMI L. BONESS AND PHILIP D. MOELLER AS CLASS I DIRECTORS OF THE COMPANY FOR A TERM OF TWO YEARS (PROPOSAL 1)2) OurIf Proposal 1 is approved and our board is re-classified, stockholders will vote to elect three directors to hold office for a two-year term expiring at the 2026 annual meeting of stockholders. In such event, the Board has recommended each of Henry E. Bartoli, Naomi L. Boness and Philip D. Moeller for election as Class I directors under the transitional two-class structure described in Proposal 1 above, to serve until the 2026 annual meeting of stockholders or until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. All three individuals currently serve as Class III directors under our current class structure, whose terms expire at the Annual Meeting. Each of Mr. Bartoli, Dr. Boness and Mr. Moeller have agreed to serve if elected. The Board has nominated these directors following the recommendation of the Governance Committee.
Information regarding the director nominees is set forth below under the heading “Information Regarding Directors and Director Nominees.” Recommendation and Vote Required The Board recommends that stockholders vote “FOR” the election of each of Henry E. Bartoli, Naomi L. Boness and Philip D. Moeller. You may vote “FOR” all director nominees or withhold your vote for any or all of the director nominees. Subject to our majority voting requirements described below, 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 at a meeting of stockholders at which a quorum is present. As a result, withheld votes and broker non-votes will have no effect on the election of directors. This means that the individuals nominated for election to the Board who receive the most “FOR” votes (among votes properly cast in person or by proxy) will be elected. However, under our bylaws, any nominee for director is required to submit an irrevocable contingent resignation letter. If a nominee for director does not receive a majority of the votes cast “FOR” his or her election, the Board will act on an expedited basis to determine whether to accept the resignation. We refer to this process herein as the “majority voting requirements”. IF PROPOSAL 1 IS NOT APPROVED, THE ELECTION OF HENRY E. BARTOLI, NAOMI L. BONESS AND PHILIP D. MOELLER AS CLASS III DIRECTORS OF THE COMPANY FOR A TERM OF THREE YEARS (PROPOSAL 3) If Proposal 1 is not approved, stockholders will vote to elect three directors to hold office for a three-year term expiring at the 2027 annual meeting of stockholders. In such event, the Board has recommended each of Henry E. Bartoli, Naomi L. Boness and Philip D. Moeller for election as Class III directors under our current class structure, to serve until the 2027 annual meeting of stockholders or until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. All three individuals currently serve as Class III directors whose terms expire at the Annual Meeting. Each of Mr. Bartoli, Dr. Boness and Mr. Moeller have agreed to serve if elected. The Board has nominated these directors following the recommendation of the Governance Committee. Information regarding the director nominees is set forth below under the heading “Information Regarding Directors and Director Nominees.” Recommendation and Vote Required The Board recommends that stockholders vote “FOR” the election of each of Henry E. Bartoli, Naomi L. Boness and Philip D. Moeller as Class III Directors. You may vote “FOR” all three director nominees or withhold your vote for any or all of the director nominees. Subject to our majority voting requirements described above, 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 at a meeting of stockholders at which a quorum is present. As a result, withheld votes and broker non-votes will have no effect on the election of directors.
INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES The Board currently includes seven highly qualified directors with skills aligned to our business and strategy who bring significant value and diversity to the Company. Currently, ourThe Board is comprised of the following seven members: | | | | | | NAME | | | | CLASS | | | | YEAR TERM EXPIRES | | Stephen G. Hanks | Henry E. Bartoli | | | | Class III | | | | 2024 | | | | Naomi L. Boness | | | | Class III | | | | 2024 | | | | Philip D. Moeller | | | | Class III | | | | 2024 | | | | Joseph A. Tato | | | | Class I | | | | 2025 | | | | Kenneth M. Young | | | | Class I | | | | 2025 | | | | Alan B. Howe | | | | Class II | 2017 | | | 2026 | | Anne R. Pramaggiore | Rebecca L. Stahl | | | | Class II | 2017 | Thomas A. Christopher | Class III | 2018 | E. James Ferland | Class III2026 | 2018 | Larry L. Weyers | Class III | 2018 | Cynthia S. Dubin | Class I | 2019 | Brian K. Ferraioli | Class I | 2019 |
The Board currently consists of three classes of directors with each director serving a staggered three-year term. The Class I directors are Joseph A. Tato and Kenneth M. Young. The Class II directors are Alan B. Howe and Rebecca L. Stahl. The Class III directors are Henry E. Bartoli, Naomi L. Boness and Philip D. Moeller. If Proposal 1 is approved, the Board will convert to a transitional structure consisting of two classes of directors, with the directors in the new Class I serving until our 2026 annual meeting of stockholders and the directors in the new Class II serving until our 2025 annual meeting of stockholders. If Proposal 1 is approved, the directors currently in Class I and Class II will be designated as Class I directors, and the directors currently in Class III will be designated as Class II directors. | | DIRECTOR NOMINEES:
The stockholders are being asked to elect Stephen G. Hanks and Anne R. Pramaggiore to serve as Class II Directors for a term of three years. Both currently serve as Class II Directors whose terms expire at the Annual Meeting. They have agreed to serve if elected. Our Board has nominated these directors following the recommendation of the Governance Committee.
In response to the feedback from our stockholder outreach, our Board amended the Company's bylaws to provide for a majority voting standard for directors in uncontested elections.
Unless otherwise directed, the persons named as proxies on the enclosed proxy card intend to vote “FOR” the election of the 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. However, we are not aware of any circumstances that would prevent any of the nominees from serving.
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Kenneth M. Young, a non-independent director, currently serves as Chairman of the Board. Because the Chairman is not an independent director, Alan B. Howe has been designated by the Board as Lead Independent Director in accordance with our Corporate Governance Principles.
Unless otherwise directed, the persons named as proxies on the enclosed proxy card intend to vote “FOR” the election of the nominees listed in this proxy statement. If any nominee should become unavailable for election, the shares will be voted for such substitute nominee as may be proposed by the Board. However, we are not aware of any circumstances that would prevent any of the nominees from serving as a director.
The following section provides information with respect to each nominee for election as a director and each director of the Company who will continue to serve as a director after this year’sthe Annual Meeting. It includes the specific experience, qualifications and skills considered by the Governance Committee and/orand the Board in assessing the appropriateness of the person to serve as a director.director (ages are as of MayApril 1, 2017)2024).
Nominees | | | | Class II Nominees | | STEPHEN G. HANKS
HENRY E. BARTOLI
Director since 2015
Lead Independent Director
2020 Age: 66
Governance Committee (Chairman)
Compensation Committee77 | | | Qualifications: Mr. Hanks isHenry E. Bartoli, a seasoned executive with more than 35 years of experience in the former President and CEO of Washington Group International, Inc. (“Washington Group”), a global integrated engineering, construction and management services company, which merged with URS Corporation. He also served on its Board of Directors. Mr. Hanks has been retired since January 2008 and serves as a member of the board of directors of Lincoln Electric Holdings, Inc. (since 2006) and McDermott International, Inc. (“McDermott”) (since 2009).
Mr. Hanks brings to the Company’s board of directors valuable operations,power industry, and legal experience through his 30-year background with Washington Group and its predecessor, Morrison Knudsen Corporation. He also provides financial experience, having served as Chief FinancialStrategy Officer of Morrison Knudsen Corporation, and public company board experience through his service on the boards of Lincoln Electric Holdings, Inc. and McDermott. In addition, Mr. Hanks’ in-depth knowledge of corporate governance practices make him well qualifiedfor Babcock & Wilcox from 2018 to serve on our board of directors.
| | | ANNE R. PRAMAGGIORE
Director since 2015
Age: 58
Audit and Finance Committee
Compensation Committee
| Qualifications:
Since February 24, 2012, Ms. Pramaggiore has served as2020. Before that, he was President and Chief Executive Officer of Commonwealth Edison Company (“ComEd”), an electric utility company. PriorHitachi Power Systems America, LTD from 2004 to her current position, she served as ComEd’s President and Chief Operating Officer from May 2009 through February 23, 2012. Ms. Pramaggiore joined ComEd in 1998 and served as its2014. From 2002 to 2004, he was Executive Vice President Customer Operations, Regulatoryof The Shaw Group, after serving in a number of senior leadership roles at Foster Wheeler Ltd. from 1992 to 2002, including Group Executive and External Affairs from September 2007 to May 2009,Corporate Senior Vice President, RegulatoryEnergy Equipment Group, and External Affairs from November 2005 to September 2007,Group Executive and Corporate Vice President Regulatory and External AffairsGroup Executive, Foster Wheeler Power Systems Group. Before that, from October 20021971 to November 2005. She1992, he served in a number of positions of increasing importance at Burns and Roe Enterprises, Inc.
Mr. Bartoli also served as its Lead Counsel. Ms. Pramaggiore has also servedserves as a member of the Board of Directors of Motorola Solutions, Inc. since January 2013.FERMILAB, United States’ premier particle physics laboratory owned by the U.S. Department of Energy. Mr. Bartoli received a Bachelor of Science Degree in Mechanical Engineering from Rutgers University and a Master of Science Degree in Mechanical Engineering from New Jersey Institute of Technology. In addition, Ms Pramaggiore serves as a board member on the Chicago Federal Reserve Board. Ms. PramaggioreMr. Bartoli has held professional engineering licenses in California, Kentucky and New Jersey and is a licensed attorney and brings to the Company’s board of directors extensive experience in the utilities industry, as highlighted by her years of service at ComEd. Her experience as a current executive at another public company and her perspective on the technical, regulatory, operational and financial aspectsformer member of the power industry make her well qualified to serve on our boardBoard of directors.Trustees of Rutgers University. He also is a former member of the Board of Directors of the Nuclear Energy Institute.
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NAOMI L. BONESS
| | | Class III Directors | | THOMAS A. CHRISTOPHER
Director since 2015
2023
Age: 72
Governance Committee
Compensation Committee47 Board Committees Audit and Finance Related Party Transactions | | | Qualifications: Following his retirementDr. Naomi Boness (Ph.D.), has served as the Managing Director of the Natural Gas Initiative at Stanford University since 2019 and the Co-Managing Director of the Stanford Hydrogen Initiative since 2021. Dr. Boness is an experienced practitioner in 2009, Mr. Christopher has provided independent consultant servicesthe energy sector and is focused on using her background in reservoir geophysics and technoeconomic modeling to variousdevelop technology solutions related to natural gas, hydrogen and decarbonization. In addition to her research, she teaches classes in earth science and energy engineering and recently co-designed a graduate class on the hydrogen economy. She also is passionate about connecting technology developers with industry participants. Heto accelerate the deployment of new decarbonization technologies at scale.
Prior to Stanford, Dr. Boness held a variety of technical and management positions at Chevron from 2006 to 2019. She also currently serves ason the Board of Directors at Aemetis, a privately-held renewable fuels company, and geCKo Materials, a privately-held adhesive developer. She is Chairperson of the Advisory Board of Ambient Fuels, LLC, a privately-held green energy developer, and serves an advisor to a number of privately-held startups in the energy sector, including Ammobia, Veriten, EvolOH. Dr. Boness is a member of the OperatingRenewable Natural Gas Coalition Advisory BoardCommittee, a member of Fort Point Capital,the Partnership to Address Global Emissions Advisory Council, a private equity firm. He also teachesmember of the Open Hydrogen Initiative Independent Expert Panel, a graduate-level coursepast invited member of the United Nations Expert Group on Resource Classification, and a past Chair of the Society of Exploration Geophysicists Oil and Gas Reserves Committee. As an advocate for women and gender equality, she is proud to be an Ambassador for the Women in management principles atClean Energy, Education and Empowerment (C3E) Initiative. Dr. Boness holds a Doctorate in Geophysics from Stanford University, a Master’s Degree in Geological Sciences from Indiana University and a Bachelor’s Degree in Geophysics from the University of Pittsburgh. From January 2009 until his retirementLeeds. | |
| | PHILIP D. MOELLER Director since 2020 Age: 62 Board Committees Compensation Governance Related Party Transactions | | | Qualifications: The Honorable Philip D. Moeller is Executive Vice President, Business Operations Group and Regulatory Affairs at the Edison Electric Institute (EEI). EEI is the association that represents all of the nation’s investor-owned electric companies. Mr. Moeller has significant responsibility over a broad range of issues that affect the future structure of the electric power industry and new rules in June 2009, Mr. Christopher served asevolving competitive markets. He has responsibility over the Vice Chairmanstrategic areas of Areva NP Inc. (“Areva”), a commercial nuclear power engineering, fuelenergy supply and nuclearfinance, energy delivery, energy services, company. Previously, he served as Areva’s Presidentfederal and Chief Executive Officer from April 2000 to January 2009state regulatory issues, and served on Areva’s global Executive Committee in France from January 2005 until December 2008. international affairs. Prior to joining ArevaEEI in 2000,February 2016, Mr. ChristopherMoeller served as Vicea Commissioner on the Federal Energy Regulatory Commission (FERC), ending his tenure as the second-longest serving member of the Commission. In office from 2006 through 2015, Mr. Moeller ended his service as the only Senate-confirmed member of the federal government appointed by both President George W. Bush and General ManagerPresident Barack Obama. At FERC, Mr. Moeller championed policies promoting improved wholesale electricity markets, increasing investment in electric transmission and natural gas pipeline infrastructure, and enhancing the coordination of Siemens/Westinghouse Power Services Divisions since August 1998, Vice Presidentthe electric power and General Managernatural gas industries. Earlier in his career, Mr. Moeller headed the Washington, D.C. office of WestinghouseAlliant Energy Services Divisions from January 1996 until August 1998,Corporation. He also served as a Senior Legislative Assistant for Energy Policy to U.S. Senator Slade Gorton (R-WA), and Vice Presidentas the Staff Coordinator of the Washington State Senate Energy and General Manager of Westinghouse Global Nuclear Service Divisions from July 1982 until December 1996. Mr. Christopher also spent six years with the U.S. Navy as an officerTelecommunications Committee in the nuclear submarine force, holding the naval reactors engineer certification.Olympia, Washington. Mr. Christopher brings an extensiveMoeller was born in Chicago and unique understanding of fossil power operations, the power market and power engineering to the Company’s board of directors. As an energy business executive, he is familiar with our key customers and their investment decision making process.raised on a ranch near Spokane, Washington. He is also experiencedreceived a BA in managing international operations for energy services companies throughout the world. Mr. Christopher’s management experience and technical background in the energy industry make him well qualified to serve on our board of directors.Political Science from Stanford University. | |
Continuing Directors | | | E. JAMES FERLAND
ALAN B. HOWE
Director since 2015
2019 Age: 5062 Board Committees Audit and Finance Compensation Governance Related Party Transactions | | | Qualifications: E. James Ferland serves as our ChairmanAlan B. Howe has over 30 years of extensive hands-on operational expertise combined with corporate finance, business development and Chief Executive Officer. Priorcorporate governance experience. Mr. Howe has a broad business background and has been exposed to the spin-off,a wide variety of complex business situations within large corporations, financial institutions, start-ups, small-caps and turnarounds.
Currently, Mr. Ferland was BWC’s President and Chief Executive Officer since April 2012. Prior to joining BWC, Mr. Ferland served as PresidentHowe is Managing Partner of the Americas division for Westinghouse Electric Company,Broadband Initiatives, LLC, a nuclear energy companysmall boutique corporate advisory firm that he manages. His specialty is in providing board and group companyC-level leadership working with small-cap and micro-cap companies (both public and private) particularly in turnaround situations. Mr. Howe has served both as a director and as a board chairman in over 29 public companies (and 4 private companies) in a variety of Toshiba Corporation, from 2010 through March 2012. From 2007 to 2010,industries including telecom and wireless equipment, software, IT services, wireless RF services, manufacturing, semi-conductors, environmental technology and storage. In two situations, Mr. Ferland worked for PNM Resources, Inc., a holding companyHowe was appointed interim CEO of utilities providing electricity and energy products and services,turn-arounds where he held positions as Senior Vice President of Utility Operations and Senior Vice President of Energy Resources. Previously, Mr. Ferland held various senior management and engineering positions at Westinghouse Electric Company, Louisiana Energy Services/URENCO, Duke Engineering and Services, Carolina Power & Light and General Dynamics. Mr. Ferland has alsopreviously served on the boardBoard of directors of Actuant Corporation since August 2014.Directors. Mr. Ferland is an experienced executive with a utility leadership background that includes both regulated and merchant operations. He has led organizations that generate power (coal, nuclear, gas, renewables), transmit power and trade power. He also has extensive supplier leadership experience in commercial nuclear power, manufacturing, engineering and field services. With more than 25 years of senior management and engineering experience in diversified industries, he brings valuable perspectives to all industries in which we operate.
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| | | | | | LARRYREBECCA L. WEYERS
STAHL
Director since 2015
2020 Age: 71
Compensation
Committee (Chairman)
50 Board Committees Audit and Finance Committee Compensation Related Party Transactions | | | Qualifications: In March 2010, Mr. Weyers retired as Chairman of Integrys Energy Group, Inc. (previously WPS Resources Corporation), a holding company with operations providing products and services in regulated and non-regulated energy markets. Previously, he served as its Chairman, President and Chief Executive Officer from February 1998 to December 2008, having joined Wisconsin Public Service Corporation, a utility subsidiary of Integrys Energy Group, Inc., in 1985. From 1998 through 2007, Mr. Weyers used internal growth and acquisitions to increase revenues from $878 million to $10.3 billion, increase income from $53.7 million to $251.3 million, and increase market cap from $808 million to $3.9 billion. The average annual return to stockholders exceeded 10%.
Mr. WeyersRebecca Stahl has served on boards in banking, hospital administration, electric transmission, the paper industry and insurance. Throughout his career he has served on numerous not-for-profit boards. From 2010 to 2015, he served as Vice President and Lead Director of the board of directors of Green Bay Packers, Inc., on which he served beginning in 2003.
Mr. Weyers brings a wealth ofover 25 years’ experience in the power generation industry to the Company’s board of directorsfinance and possesses substantial corporate leadershipaccounting, and governance skills. Having served over 24 years with Integrys Energy Group, Inc., he has extensive knowledge of the utility industry and provides a valuable resource for our power generation operations.
| Class I Directors | CYNTHIA S. DUBIN
Director since 2015
Age: 55
Audit and Finance Committee
Governance Committee
| Qualifications:
From November 2011 through January 2016, Ms. Dubin served as Finance Director of JKX Oil & Gas plc, a publicly held oil and gas exploration, development and production company. Prior to joining JKX Oil & Gas plc, she co-founded and servedcurrently serves as Chief Financial Officer of Canamens Energy Limited,The Association For Manufacturing Technology (AMT), an oilorganization that represents and gas explorationpromotes U.S.-based manufacturing technology and productionits members who design, build, sell, and service the industry. Before joining AMT, she held positions of increasing responsibility at Lightbridge Communications Corporation (LCC), a multinational wireless engineering company, focused onincluding serving as Chief Financial Officer from 2008 to 2015. While at LCC, she led several financing rounds, senior bank refinancing and M&A transactions that led to an eventual sale of the Caspian, North Africa, Middle East and North Sea regions, from 2006 to 2011. company in 2015.
Prior to joining Canamens Energy Limited,LCC, Ms. DubinStahl was with BT Infonet, a multinational data communications company, as a senior finance professional supporting a $600 million operation. From 1998-2000, she served as Vice President and Finance Director, Europe, Middle East and Africa Divisionin corporate finance for Edison Mission Energy, a U.S. owned electric power generator which developed, acquired, financed, owned and operated reliable and efficient power systems. Ms. DubinThe Walt Disney Company in Burbank, Calif. She started her career at The BankArthur Anderson LLP serving clients of New Yorkpublic and Mitsubishi Bank advising onprivate companies in the real estate and lending to large energy projects.financial services industries. Ms. Dubin brings valuableStahl is a certified public accountant. She earned a Bachelor of Science in Accounting from The Pennsylvania State University, and a Master of Business Administration from the Anderson School of Management at University of California Los Angeles, with an emphasis in Finance. Her professional affiliations include Women Corporate Directors, the American Institute of Certified Public Accountants and Virginia Society of Certified Public Accountants. | |
| | JOSEPH A. TATO Director since 2020 Age: 70 Board Committees Audit and Finance Governance Related Party Transactions | | | Qualifications: Joseph A. Tato has significant leadership experience in the areas of energy and natural resources, infrastructure project development and finance, and has been counsel in some of the largest public-private partnership transactions completed to date including for energy industry experienceand water projects in the U.S. and globally. Mr. Tato joined Steptoe LLP, in 2024 as Senior Counsel, responsible for project development and finance as well as energy transactional matters. Prior to the Company’s boardjoining Steptoe, from 2020 to 2024, Mr. Tato was Partner at Covington & Burling, LLP and then Senior Counsel in 2024, responsible for Project Development & Finance, as well as a unique understandingmember of its Africa and Latin America Practice Groups. From 2012 to 2020, he was a Partner with DLA Piper, LLP, and Chair of Projects and Infrastructure, as well as Co-Chair of its Energy Sector and a member of its Africa Committee. Before that, from 1983 to 2012, Mr. Tato was an associate and since 1988 a Partner with LeBoeuf, Lamb, Greene & MacRae, LLP (Dewey & LeBoeuf LLP), and served as Chair of Global Project Finance and its Africa Practice. He has served as Director, Cameroon Enterprises, since 2017. Additionally, he has served as Director, Covanta Energy Corporation, from 2000 to 2004, and as Assistant Secretary and Counsel to the Board of Directors of SITA U.S.A., a subsidiary of Suez, from 1996 to 1999. | |
| | KENNETH M. YOUNG Director since 2020 Age: 60 Chairman of the globalBoard | | | Qualifications: Kenneth Young is Chairman and EuropeanChief Executive Officer of Babcock & Wilcox, a leader in energy markets. Withand environmental products and services for power and industrial markets worldwide. Mr. Young, who has served as Chief Executive Officer since November 2018 and Chairman since September 2020, has more than 30 years of global operational, executive and director experience inprimarily within the energy, sector combined with her financial expertisecommunications and her international leadership experience, Ms. Dubin is a valuable memberfinance industries. Mr. Young also serves as President of our board of directors. |
| | | BRIAN K. FERRAIOLI
Director since 2015
Age: 61
Audit and Finance
Committee (Chairman)
Governance Committee
| Qualifications:
From October 2013 throughFebruary 2017, Mr. Ferraioli served as Executive Vice PresidentB. Riley Financial, Inc., and Chief FinancialExecutive Officer for B. Riley Principal Investments, a wholly owned subsidiary of KBR, Inc.B. Riley Financial.
Before joining B. Riley, he held executive leadership positions with Lightbridge Communications Corporation (LCC), a global engineering,which was the largest independent telecom construction and services company supportingin the energy, hydrocarbons, power, mineral, civil infrastructure, government services, industrialworld and commercial markets.a recognized leader in providing network services. Prior to joining KBR, Inc., he servedLCC, Mr. Young was Chief Marketing and Operations Officer with Liberty Media’s TruePosition and held various senior executive positions with multiple corporations, including Cingular Wireless, SBC Wireless, Southwestern Bell Telephone and AT&T as Executive Vice President and Chief Financial Officerpart of The Shaw Group, Inc., a former NYSE listed global provider of technology, engineering, procurement, construction, maintenance, fabrication, manufacturing, consulting, remediation, and facilities management services to a diverse client base that includes regulated electric utilities, independent and merchant power producers, government agencies, multinational and national oil companies, and industrial corporations. Mr. Ferraioli was with Shaw from July 2007 until February 2013 whenhis 16-year tenure within the company was acquired by Chicago Bridge & Iron Company N.V. His earlier positions include Vice President and Controller for Foster Wheeler, AG, a global engineering and construction company, and Vice President and Chief Financial Officer of Foster Wheeler USA and of Foster Wheeler Power Systems, Inc.now-combined AT&T Corporation. Mr. FerraioliYoung holds a Bachelor of Science in Computer Science from Graceland University and a Master of Business Administration from the University of Southern Illinois. Mr. Young has over 38 years of experience in senior-level finance and accounting roles in the engineering and construction industry. In addition, his extensive background with publicly traded companies makes him a valuable member of our board of directors.previously served on nine public company boards. | |
B. Riley Investor Rights Agreement
On April 30, 2019, we entered into an investor rights agreement (the “Investor Rights Agreement”) with B. Riley Financial, Inc. (together with its affiliates, “B. Riley”). Pursuant to the Investor Rights Agreement, B. Riley retains its right to nominate one director to serve on our Board so long as B. Riley continues to meet certain quantitative ownership thresholds with regard to our common stock. As of the date hereof, B. Riley has the right to nominate one member of our Board. The Investor Rights Agreement also provides pre-emptive rights to B. Riley with respect to certain future issuances of our equity securities.
Summary of Director Core Competencies and Attributes OurThe Board of Directors provides effective and strategic oversight to support the best interests of our Companyus and itsour stockholders. The following chart summarizes the core competencies and attributes represented on our Board.by each of the director nominees. More details on each director’s competencies are included in the director profiles on the previous pages.
| | Competencies / Attributes | | | Kenneth M.
Young | | | Henry E.
Bartoli | | | Naomi L.
Boness | | | Alan B.
Howe | | | Philip D.
Moeller | | | Rebecca L.
Stahl | | | Joseph A.
Tato | | | | COMPLIANCE CONSIDERATIONS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Independent Director | | | | | | | | | | | | | | | | | ● | | | | | | ● | | | | | | ● | | | | | | ● | | | | | | ● | | | | | Financial Expertise | | | | | ● | | | | | | ● | | | | | | ● | | | | | | ● | | | | | | ● | | | | | | ● | | | | | | ● | | | | | CORE COMPETENCIES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Recent or current public company CEO/COO/CFO/GC | | | | | ● | | | | | | | | | | | | | | | | | | ● | | | | | | | | | | | | | | | | | | | | | | | Power Generation | | | | | ● | | | | | | ● | | | | | | | | | | | | | | | | | | ● | | | | | | | | | | | | ● | | | | | Manufacturing | | | | | ● | | | | | | ● | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ● | | | | | Engineering and Construction | | | | | ● | | | | | | ● | | | | | | | | | | | | ● | | | | | | | | | | | | | | | | | | ● | | | | | Utility / Power Transmission Distribution | | | | | ● | | | | | | ● | | | | | | | | | | | | | | | | | | ● | | | | | | | | | | | | ● | | | | | International Operations | | | | | ● | | | | | | ● | | | | | | ● | | | | | | ● | | | | | | | | | | | | ● | | | | | | ● | | | | | Emerging Energy Technologies | | | | | ● | | | | | | ● | | | | | | ● | | | | | | ● | | | | | | ● | | | | | | ● | | | | | | ● | | | | | STRATEGIC COMPETENCIES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Financial (Reporting, Auditing, Internal Controls) | | | | | ● | | | | | | ● | | | | | | ● | | | | | | ● | | | | | | | | | | | | ● | | | | | | ● | | | | | Strategy / Business Development / M&A | | | | | ● | | | | | | ● | | | | | | ● | | | | | | ● | | | | | | ● | | | | | | ● | | | | | | ● | | | | | Human Resources / Organizational Development | | | | | ● | | | | | | ● | | | | | | | | | | | | | | | | | | ● | | | | | | ● | | | | | | ● | | | | | Legal / Governance / Business Conduct | | | | | ● | | | | | | ● | | | | | | | | | | | | ● | | | | | | ● | | | | | | ● | | | | | | ● | | | | | Risk Management | | | | | ● | | | | | | ● | | | | | | ● | | | | | | | | | | | | ● | | | | | | ● | | | | | | ● | | | | | Public Policy / Regulatory Affairs | | | | | ● | | | | | | ● | | | | | | | | | | | | | | | | | | ● | | | | | | | | | | | | ● | | | | | Environmental, Social & Corporate Governance (ESG) | | | | | ● | | | | | | ● | | | | | | ● | | | | | | | | | | | | ● | | | | | | ● | | | | | | ● | | | | | Cybersecurity | | | | | ● | | | | | | ● | | | | | | | | | | | | ● | | | | | | ● | | | | | | | | | | | | ● | | | | | PUBLIC COMPANY BOARD EXPERIENCE | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Board of similar or larger size company | | | | | ● | | | | | | | | | | | | | | | | | | ● | | | | | | | | | | | | | | | | | | ● | | | | | Audit / Finance committee experience with other companies | | | | | ● | | | | | | | | | | | | ● | | | | | | ● | | | | | | ● | | | | | | | | | | | | | | | | | Compensation committee experience with other companies | | | | | | | | | | | | | | | | | ● | | | | | | ● | | | | | | ● | | | | | | ● | | | | | | | | | | | Nomination / Governance committee experience with other companies | | | | | ● | | | | | | | | | | | | ● | | | | | | ● | | | | | | ● | | | | | | | | | | | | ● | | |
| | | | | | | | | | Competencies / Attributes | Thomas A. Christopher | Cynthia S. Dubin | E. James Ferland | Brian K. Ferraioli | Stephen G. Hanks | Anne R. Pramaggiore | Larry L. Weyers | | COMPLIANCE CONSIDERATIONS | | | | | | | | | Independent Director | ● | ● | | ● | ● | ● | ● | | Financial expertise | | ● | ● | ● | ● | ● | ● | | CORE COMPETENCIES | | | | | | | | | Recent or current public company CEO/COO/CFO/GC | | ● | ● | ● | ● | ● | ● | | Fossil Fuel Power Generation | ● | ● | ● | ● | ● | ● | ● | | Manufacturing | ● | | ● | ● | | | | | Engineering and Construction | ● | | ● | ● | ● | | | | Utility / Power Transmission Distribution | | ● | ● | | | ● | ● | | International Operations | ● | ● | ● | ● | ● | ● | ● | | STRATEGIC COMPETENCIES | | | | | | | | | Financial (Reporting, Auditing, Internal Controls) | ● | ● | ● | ● | ● | ● | ● | | Strategy / Business Development / M&A | ● | ● | ● | ● | ● | ● | ● | | Human Resources / Organizational Development | ● | ● | ● | ● | ● | ● | ● | | Legal / Governance / Business Conduct | ● | ● | ● | ● | ● | ● | ● | | Risk Management | ● | ● | ● | ● | ● | | ● | | Public Policy / Regulatory Affairs | ● | | ● | | | ● | ● | | PUBLIC COMPANY BOARD EXPERIENCE | | | | | | | | | Board of similar or larger size energy company | | ● | | | ● | ● | ● | | Audit / Finance (Board committee experience with other companies) | | ● | ● | | ● | | ● | | Compensation (Board committee experience with other companies) | | ● | | | ● | ● | ● | | Nomination / Governance (Board committee experience with other companies) | | | ● | | | ● | ● | | PERSONAL | | | | | | | | | Current Public Boards (other than B&W) | 0 | 0 | 1 | 0 | 2 | 1 | 0 | | Age (as of May 1, 2017) | 72 | 55 | 50 | 61 | 66 | 58 | 71 | | Gender | M | F | M | M | M | F | M |
8
CORPORATE GOVERNANCE Our Corporate Governancecorporate governance policies and structures provide the general framework for how we run our business. They demonstrate our commitment to ethical values, to strong and effective operations and to assuring continued growth and financial stability for our stockholders. The corporate governance section on our Web sitewebsite contains copies of our principal governance documents. It is found at www.babcock.com at “Investors“Company — Corporate — Investors — Corporate Governance” and contains the following documents: Amended and Restated Bylaws Corporate Governance Principles Code of Business Conduct Code of Ethics for Chief Executive Officer and Senior Financial Officers Audit and Finance Committee Charter Compensation Committee Charter Governance Committee Charter Related Party Transactions Committee Charter Conflict Minerals Policy Related Party Transactions Policy Modern Slavery Transparency Statement Director Independence The New York Stock Exchange (“NYSE”) listing standards require ourthe Board to consist of at least a majority of independent directors.directors, and our Corporate Governance Principles require the Board to consist of at least a majority of independent directors and at least 66% independent directors who satisfy all NYSE listing standards for independence other than Section 303A.02(b)(iv) of the NYSE listed company manual. For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material relationship with us. The Board has established categorical standards, which conform to the independence requirements in the NYSE listing standards, to assist it in determining director independence. These standards are contained in the Corporate Governance Principles found on our Web sitewebsite at www.babcock.com under “Investors“Company — Corporate — Investors — Corporate Governance — Governance Documents.” Based on these independence standards, ourthe Board has determined that the following directorseach of Naomi L. Boness, Alan B. Howe, Philip D. Moeller, Rebecca L. Stahl and Joseph A. Tato are independent and meet our categorical standards: | | | Thomas A. Christopher | Stephen G. Hanks | Cynthia S. Dubin | Anne R. Pramaggiore | Brian K. Ferraioli | Larry L. Weyers |
standards. Kenneth M. Young and Henry E. Bartoli have been determined to not be independent due to their employment and consulting relationships with the Company, respectively.In determining the independence of the directors, ourthe Board considered ordinary course transactions between us and other entities with which theeach of our directors are associated.associated, including B. Riley, a significant stockholder of the Company. Those transactions are described below, although none wereas well as the related party transactions described under “Certain Relationships and Related Transactions” in this proxy statement. None of these transactions was determined to constitute a material relationship with us. Althoughus with respect to any director determined to be independent. B. Riley has also entered into a consulting agreement with us in connection with Mr. Weyers has no current relationship with the Company exceptYoung’s service as a director and stockholder, he is the former chairman of the board of directors of Integrys Energy Group, Inc., with which we have transacted business in the ordinary course during the last three years. Mr. Ferraioli was formerly an officer of an entity with which we have transacted business in the ordinary course during the last three years, and Ms. Pramaggiore is currently an officer of an entity with which we have transacted business in the ordinary course during the last three years. Mr. Hanks is a director of an entity with which we transact business in the ordinary course.our Chief Executive Officer.
Board Function, Leadership Structure and Executive Sessions OurThe Board oversees, counsels and directs management in the long-term interest of the Companyus and our stockholders. The Board’s responsibilities include:
•
overseeing the conduct of our business and assessing our business and enterprise risks, including cybersecurity and ESG risks; •
reviewing and approving our key financial objectives, strategic and operating plans, and other significant actions; •
overseeing the processes for maintaining the integrity of our financial statements and other public disclosures, and our compliance with law and ethics;
•
evaluating CEO and senior management performance and determiningdetermines executive compensation; •
planning for CEO succession and monitoring management’s succession planning for other key executive officers; and •
establishing our effective governance structure, including appropriate board composition and planning for board succession. Our
The Board does not have a policy requiring either that the positions of the Chairman and the Chief Executive Officer should be separate or that they should be occupied by the same individual. OurThe Board believes that this issue is properly addressed as part of the succession planning process and that it is in theour best interests of the Company for the Board to make a determination on these matters when it elects a new Chief Executive Officer or Chairman of the Board or at other times consideration is warranted by circumstances. Currently, the roles are combined, withWe currently have Mr. FerlandYoung serving as our Chairman and Chief Executive Officer.Officer and as our Chairman. Pursuant to our Corporate Governance Principles, in the event the Chairman of the Board is not an independent director, the independent directors will annually appoint a Lead Independent Director with such responsibilities as the Board shall determine from time to time. The independent directors haveIf appointed, Stephen G. Hanks as Lead Independent Director. Thethe Lead Independent Director has the following responsibilities: •
presides over all Board meetings at which the Chairman of the Board is not present and all executive sessions attended only by independent directors; •
serves as liaison between the independent directors and the Chairman of the Board and Chief Executive Officer (including advising the Chairman of the Board and Chief Executive Officer of discussions held during executive sessions of the non-employee and independent directors, as appropriate); •
reviews and approves the Board meeting agendas and meeting schedules to assure that there is sufficient time for discussion of all agenda items; •
advises the Chairman of the Board and Chief Executive Officer regarding the quality, quantity and timeliness of information sent by management to the directors; •
has the authority to call meetings of the independent directors; and if requested by major stockholders,
•
ensures that he or she is available for consultation and direct communication.communication, as appropriate. Because the Chairman is not an independent director, the Board has designated Mr. Howe as Lead Independent Director. The Board believes that this leadership structure is appropriate for us at this time because it provides our Chairman with the readily availablereadily-available resources to manage the affairs of the Board while allowing our Lead Independent Director to provide effectiveBoard. Our Chairman and timely advice and guidance. Our Lead Independent Director works closely and collaboratively with our Chairman toChief Executive Officer ensure that the views of the Board are taken into account as management carries out the business of the Company.Company and vice-versa. Our independent directors, led by our Lead Independent Director, retain the opportunity to meet in executive session without management at the conclusion of each regularly scheduled Board and committee meeting.
Director Nomination Process Our Governance Committee is responsible for assessing the qualifications, skills and characteristics of candidates for election to the Board. The Board, after taking into account the assessment provided by our Governance Committee, is responsible for considering and recommending to stockholders the nominees for election as directors at each annual meeting. In making this assessment,their assessments, the Governance Committee and the Board generally considersconsider a number of factors, including each candidate’s: •
professional and personal experiences and expertise in relation to (1) our businesses and industries, and (2) the experiences and expertise of other Board members; •
integrity and ethics in his or her personal and professional life; •
professional accomplishment in his or her field; •
personal, financial or professional interests in any competitor, customer or supplier of ours; •
preparedness to participate fully in Board activities and to devote sufficient time to carry out the duties as a director on the Board, including active membership on at least one Board committeecommittees as requested and attendance at, and active participation in, meetings of the Board and the committee(s) of which he or she is a member, and a lack of 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; and •
ability to contribute positively to the Board and any of its committees.committees; The
•
whether the candidate meets the independence requirements applicable to the Board recognizesand its committees established by the NYSE and the SEC; •
whether the candidate meets the requirements of our Corporate Governance Principles, including the independence requirements set forth therein; and •
all other information deemed relevant in the Governance Committee’s and the Board’s, as applicable, business judgment impacting the candidate’s service as a member of the Board and any of its committees, including a candidate’s professional and educational background, reputation, industry knowledge and business experience. While the Board does not have a specific policy regarding diversity among directors, both the Governance Committee and the Board recognize the benefits of a diverse board and believesbelieve that any search forevaluation of potential director candidates should consider diversity as to gender, racial and ethnic background, age, cultural background, education, viewpoint and personal and professional experiences. In furtherance of these views and in response to stockholder feedback, our Governance Committee has initiated a search for director candidates and our Board fully supports appointing a new director who is a woman or is racially or ethnically diverse to our Board. Our bylaws provide that (1) a person shall not beGovernance Committee takes these same factors into account when assessing the performance and skills of an incumbent director being nominated for election or reelection to our Board if such person shall have attainedre-election. In the agecase of 75 prioran incumbent director being nominated for re-election to the dateBoard, our Governance Committee also considers the incumbent director’s attendance at meetings, contributions to the Board and its committees during and in between regularly scheduled meetings (as well as part of electionany working groups formed to assist management with strategic or re-election, and (2) any director who attainsother priorities), the age of 75 during his or her term shall be deemed to have resigned and retired at the first Annual Meeting following his or her
attainmentcontributions of the ageincumbent director based on the Board’s self-evaluation processes described below and the benefits associated with the institutional knowledge derived from the incumbent director’s prior service on the Board.
To help ensure the ability to devote sufficient time to board matters, no director may serve on the board of 75. Accordingly,more than three other public companies while continuing to serve on the Board, and no director that serves as an executive officer of the Company may serve on the board of more than one other public company while continuing to serve on the Board. The Board is authorized to grant exceptions to these rules on a case-by-case basis. When the need for a new director nominee may stand for election if hearises (whether because of a newly created seat or she has not attainedvacancy), the age of 75 prior to the date of election or reelection. The Governance Committee solicitsand the Board proceed to identify a qualified candidate or candidates and to evaluate the qualifications of each candidate identified. Our Governance Committee and the Board generally solicit ideas for possible candidates
from a number of sources — including members of the Board, our Chief Executive Officer and other senior-levelsenior executive officers, significant stockholders, individuals personally known to the members of the Board and independent director candidate search firms. Final candidates are generally interviewed by one or more members of our Governance Committee or other members of the Board before a decision is made. 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 andstatement. Stockholder nominees are evaluated under the same standards as other candidates for board membership described above. In evaluating stockholder nominees, our bylaws. 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 directorsBoard may consider any other information they deem relevant, including (i) whether there are or will be any vacancies on the Board. In addition,Board, (ii) the Governance Committee will consider whether a candidate meetssize of the Company’s Corporate Governance Guidelines.nominating stockholder’s ownership of our debt and equity interests, (iii) the length of time such stockholder has owned such interest and (iv) any statements by the nominee or the stockholder regarding proposed changes in our operation.
In response to the feedback from our stockholder outreach, the Board amended ourOur bylaws to provide for a majorityplurality voting standard for directors in uncontested elections. Any nominee for director is required to sign an irrevocable contingent resignation letter.directors. If a nominee for director in an uncontested election does not receive a majority of the votes cast "FOR"“FOR” his or her election (not counting any abstentionswithheld votes or broker non-votes as being cast), the Board will act on an expedited basis to determine whether to accept the resignation.
Our non-employee directors are limited to serving on the boards of directors of not more than three total public companies, and our executive directors are limited to serving on the board of directors of two total public companies. All of our non-employee directors are instructed to advise the Chairman of the Board, the chairperson of the Governance Committee and the Company’s General Counsel in advance of accepting an invitation to serve on the board (or similar body) of another company. Additionally, our Chief Executive Officer and other executive officers of the Company must seek the approval of the Board before accepting membership on other public company boards. Each member of our Board is currently in compliance with our overboarding policy. Our Governance Committee reviews this policy periodically as part of its review of our Corporate Governance Principles. Communication with the Board Our stockholders or other interested persons may communicate directly with ourthe Board orand its independent members. Written communications to the independent members of ourthe Board can be sent to the following:following address: Board of Directors (independent members), c/o Babcock & Wilcox Enterprises, Inc., Corporate Secretary’s Office, 13024 Ballantyne Corporate Place,1200 East Market Street, Suite 700, Charlotte, North Carolina 28277.650, Akron, Ohio 44305. All such communications are forwarded to the independent directors for their review, except for communications that (1) contain material that is not appropriate for review by the Board based upon the Company’sour bylaws and the established practice and procedure of the Board, or (2) contain improper or immaterial information. Information regarding this process iscan be found in our bylaws posted on our Web sitewebsite at www.babcock.com under “Investors“Company — Corporate — Investors — Corporate Governance — Governance Documents.” Board Orientation and Continuing Education Each new director participates in an onboarding and orientation program developed and implemented with the oversight of the Governance Committee. This orientation includes information to familiarize new directors with the Company’s operations,governance requirements, the structure and procedures of the Board and its committees on which the new director will serve, the Company’s industry, management structure, and significant operational, financial, accounting, and risk management and legal issues, compliance programs, Code of Business Conduct, principal officers and internal and independent auditors. All directors are welcome to attend any of these orientation programs. Directors are encouragedalso required to participate in Company-sponsored and external continuing education programs.programs at least once every two years. These programs are intended to help directors stay current on, among other topics, corporate governance and boardroom best practices, financial reporting practices, ethical issues confronting directors and management, and other similar matters. The Board believes it is appropriate for directors, at their discretion, to have access to educational programs related to their duties as directors on an ongoing basis to enable them to better perform their duties and to recognize and deal appropriately with issues as they arise. The Company provides appropriate funding for any such program in which a director wishes to participate.participates.
Board AssessmentsSelf-Evaluation Process The Board and each of its committees conducts an annual self-evaluation to determine whether itevaluation, which includes a qualitative assessment by each director of the performance of the Board and its committees are functioning effectively.each committee on which he or she serves. The Governance Committee oversees this evaluation and solicits comments from all directorsdirectors. Each committee’s chairperson summarizes and reviews the responses with the members of his or her respective committees. Each committee chairperson then reports annually to the Board with an assessment of the performance of his or her respective committees as well as any suggestions for improvement. The chairperson of the Governance Committee summarizes and reviews with the Board and its committees. Board Size
The Board has determined that seven directors, six of whom are independent, is the appropriate sizeevaluation results for the Company at this time. This allows for each of the independent directors to serve on two of our three board committees. Having six independent directors with the competencies described in “Summary of Director Core Competencies and Attributes” provides a broad perspective across our industry and the world, while striking a balance with efficiency in decision-making.Board.
The Role of the Board in Succession Planning The Board believes effective succession planning, particularly for the Chief Executive Officer, is important to the continued success of the Company. As a result, the Board periodically reviews and discusses succession planning with the Chief Executive Officer during executive sessions of Board meetings. The Compensation Committee assists the Board in the area of succession planning by reviewing and assessing the management succession planning process and reporting to the Board with respect to succession planning for the Chief Executive Officer and our other executive officers. The Role of the Board in Risk Oversight As part of itsEffective risk oversight function,is a priority for the Board. While the Board monitors various risks that we face. We maintain an enterpriseoversees risk management, program administered by our Corporate Strategy group. This programthe Company’s management is charged with managing risk and bringing to the Board’s attention emerging risks as well as discussing the status of the long-term risks facing the Company. The Company’s management team facilitates the process of reviewing key external, strategic, operational (e.g., cyber security) and financial risks, including cybersecurity and ESG risks, as well as monitoring the effectiveness of risk mitigation. Information on the enterprise risk management program is presented to senior management and the Board. The Board, with independent leadership from the Lead Independent Director and working through its committees, proactively participates in the oversight of management’s actions. The Audit and Finance Committee assists the Board in fulfilling its oversight responsibility for financial reporting and meets periodicallyas necessary (and in any event at least quarterly) with management to review material financial risk exposures. The Audit and Finance Committee also meets at least annually to review reports from management regarding all material risk exposures and to assess the Company’s policiessteps taken by management to monitor and guidelines concerning riskcontrol these exposures. The Audit and Finance Committee presents its assessment of these risks and risk management. management’s mitigation initiatives, along with any recommendations, to the Board.
The Compensation Committee also assists the Board with this function by assessingmeeting as necessary with management to review and discuss the significant risks associated withimpacting our company that potentially affect executive compensation in a material way. The Compensation Committee assesses whether and how to assess these risks as part of our compensation programs in consultation with management and its outside compensation consultant, as more fully described in “Compensation Discussion and Analysis -— Compensation Philosophy and Process.” Sustainability and the Environment The Company is committed to helping preserve Earth’s natural resources while meeting the growing demand for clean energy, decarbonization, renewable waste-to-energy, biomass and environmental technologies and services. The Company has worked for four decades in collaboration with universities, governments and other partners to develop our ClimateBright™ decarbonization technologies. These systems work with a vast array of feedstock, such as natural gas, biomass, petroleum coke, coal, municipal solid waste and syngas — providing as much as 90-95% CO2 isolation for its sequestration or beneficial use. For our customers across power and industrial sectors, the Company develops and deploys technologies that support a responsible, sustainable clean energy transition, including: •
Carbon capture •
Landfill methane abatement •
Reduction of SOX, NOX, mercury, particulate and other hazardous air pollutants •
Clean hydrogen fuel production
•
Fuel conversion from coal-to-natural gas or natural gas-to-hydrogen firing •
Steam generation efficiency •
Lower-carbon fuel utilization •
Dry cooling, flue gas condensation and other industrial water conservation solutions The Company is also a participant in the United Nations Global Compact, which the United Nations describes as “the world’s largest corporate sustainability initiative.” The United Nations Global Compact is a call to companies everywhere to align their operations and strategies with Ten Principles in the areas of human rights, labor, environment and anti-corruption. The United Nations Global Company involves more than 15,000 companies and 3,000 non-business signatories based in over 160 countries. Although the Company does not currently report its greenhouse gas emissions, the Company is working with industry experts to develop a greenhouse gas inventory management plan tailored for its global operations. This plan will help the Company establish a baseline for evaluating its operations and assist in identifying opportunities to achieve its emissions reduction goals. The Company’s formal environmental, social and governance report can be found on our website at www.babcock.com under Company — Corporate — Sustainability. Board of Directors and Its Committees OurThe Board met eight13 times during 2016.2023. All directors attended 75%90% or more of the meetings of the Board and of the committees on which they served during 2016. Alltheir respective periods of service in 2022. Directors are encouraged to make all reasonable efforts to attend the Annual Meeting. With the exception of Rebecca L. Stahl and Joseph A. Tato, all of our directors then serving on the Board attended our 2016 Annual Meeting.2023 annual meeting on May 18, 2023.
OurThe Board currently has and appoints the members of, standing Audit and Finance, Compensation, Governance and GovernanceRelated Party Transactions Committees. EachThe members of each of those committees are appointed by the Board, and each committee has a written charter approved by the Board. The current charter for each standing Board committee is posted on our Web sitewebsite at www.babcock.com under “Investors —Corporate“Company — Corporate — Investors — Corporate Governance — Governance Documents.”
The current members of the committees are identified below. NYSE listing standards require that all members of our Audit and Finance, Compensation, Governance and GovernanceRelated Party Transactions Committees be independent. OurThe Board has affirmatively determined that each member of suchthese committees is independent in accordance with the NYSE listing standards. COMMITTEE COMPOSITION:Committee Composition:
| | | | | | | Committee Member | | | | Audit & Finance | | | | Compensation | | | | Governance | Brian K. Ferraioli | ● | | ●Related Party
Transactions | | Cynthia S. Dubin | ●Henry E. Bartoli | | ● | | | | | | | | | | | | | | | | Anne R. Pramaggiore | ●Naomi L. Boness | ● | | | Member | | | | | | | | | | | | Member | | Larry L. Weyers | ●Alan B. Howe | ● | | | Member | | | | Chair | | | | Member | | | | Member | | Thomas A. Christopher | Philip D. Moeller | ● | ● | | | | | | Member | | | | Member | | | | Member | | Stephen G. Hanks | Rebecca L. Stahl | ● | ● |
● - Chair
● - Member
AUDIT AND FINANCE COMMITTEE:
| | Chair | | | | Member | | | | | | | | Member | | | | Joseph A. Tato | | | | Member | | | | | | | | Chair | | | | Chair | | Mr. Ferraioli (Chairman) | Ms. Pramaggiore | Ms. DubinKenneth M. Young | Mr. Weyers | | | | | | | | | | | | | | | | |
Audit and Finance Committee: Ms. Stahl (Chair), Dr. Boness, Mr. Howe and Mr. Tato The Audit and Finance Committee met four9 times during 2016.2023. The Audit and Finance Committee’s roleprimary responsibility is financial oversight. Our management is responsible for preparingto oversee our management’s execution of its responsibilities relating to the Company’s financial statements,
systems of internal control and ourthe financial reporting process. Management is also responsible to attest, as of December 31, 2023, to the effectiveness of the Company’s system of internal control over financial reporting in compliance with Section 404 of the Sarbanes-Oxley Act. Our independent registered public accounting firm is responsible for auditing those financial statements.statements and the system of internal control over financial reporting.
The Audit and Finance Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The committee, among other things, also reviews and discusses our audited financial statements with management and the independent registered public accounting firm. The Audit and Finance Committee provides oversight of: (1) our financial reporting process and internal control system; (2) the integrity of our financial statements; (3) our compliance with legal and regulatory requirements; (4) the independence, qualifications and performance of our independent auditors; (5) the performance of our internal audit function; and (6) our financial structure and strategy. The Audit and Finance Committee also has oversight of the Company’s ethics and compliance program and receives regular reports on program effectiveness. OurThe Board has determined that Messrs. Ferraiolieach of Dr. Boness, Mr. Howe, Ms. Stahl and Weyers and Mmes. Dubin and Pramaggiore allMr. Tato qualify as an “audit committee financial expert”experts” within the definition established by the Securities and Exchange Commission (“SEC”). For more information on the backgrounds of these directors, see their biographical information under “Election of Directors.“Information Regarding Directors and Director Nominees.”
COMPENSATION COMMITTEE:Compensation Committee:
Mr. Howe (Chair)*, Mr. Moeller and Ms. Stahl | | | Mr. Weyers (Chairman) | Mr. Christopher | Ms. Pramaggiore | Mr. Hanks |
The Compensation Committee met five6 times during 2016.2023. The Compensation Committee has overall responsibility for our executive and non-employee director compensation plans, policies and programs including our Executive Incentive Compensation Plan (the “EICP”)executive and management incentive compensation plans and our Amended and Restated 20152021 Long-Term Incentive Plan (the “2015“2021 LTIP”). The Compensation Committee has the authority to retain, terminate, compensate and oversee any compensation consultant or other advisors to assist the committee in the discharge of its responsibilities. The Compensation Committee has engaged Korn Ferry Hay Group, Inc. (“Hay Group”)may form and delegate authority to subcommittees consisting of one or more independent directors as its outside compensation consultant.the Compensation Committee deems appropriate. See the “Compensation Discussion and Analysis –— Compensation Philosophy and Process"Process” and " – 2016“Compensation Discussion and Analysis — Key 2023 Compensation Decisions” sections of this proxy statement for information about our 20162023 named executive officerofficers (“NEOs”) compensation, including a discussion of the role of management and 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, 20162023 (Messrs. Christopher, HanksHowe, and WeyersTato, and Ms. Pramaggiore)Stahl) (1) was during such year, or had previously been, an officer or employee of the Company or any of its subsidiaries, or (2) other than transactions in the ordinary course, had any material interest in a transaction of the Company or a business relationship with, or any indebtedness to, the Company. None of our executive officers have served as members of a compensation committee (or other board committee performing equivalent functions) or the board of directors of any other entity that has an executive officer serving as a member of ourthe Board. GOVERNANCE COMMITTEE:*Pursuant to the five consecutive year term limit set forth in the charter of the Compensation Committee, Mr. Howe is expected to step down from his position on the Compensation Committee in May 2024. Mr. Tato is expected to be appointed to the Compensation Committee and assume the Compensation Committee Chair position in May in connection with this transition.
| | | Mr. Hanks (Chairman) | Mr. Ferraioli | Mr. Christopher | Ms. Dubin |
Mr. Tato (Chair)*, Mr. Howe and Mr. MoellerThe Governance Committee met four5 times during 2016. This committee, in addition to other matters, has overall responsibility2023. The primary responsibilities of the Governance Committee are to (1) establishidentify individuals qualified to become Board members and assessrecommend to the Board each year the director qualifications; (2) recommend nominees for electionthe next annual meeting of stockholders; (2) develop and recommend to our Board; andthe Board a set of corporate governance principles applicable to the Company; (3) oversee the annual evaluation of ourthe Board and management, including the Chief Executive Officer in conjunction with our Compensation Committee. This Committee; and (4) oversee the Company’s continuing education programs for the Board and the orientation program for new directors. The
committee will consider individuals recommended by stockholders for nomination as directors in accordance with the procedures described under “Stockholders’ Proposals.” This committee also assists ourthe Board with management succession planning and director and officer insurance coverage.
*Mr. Tato is expected to step down as Chair of the Governance Committee in May 2024 in connection with his appointment as Chair of the Compensation Committee as described above. Mr. Howe is expected to assume the Governance Committee Chair position in May in connection with this transition. Both Mr. Tato and Mr. Howe are expected to remain on the Governance Committee. Related Party Transactions Committee: Mr. Tato (Chair), Dr. Boness, Mr. Howe, Mr. Moeller and Ms. Stahl The Related Party Transactions Committee met one time in 2023. The primary responsibility of the Related Party Transactions Committee is to review and approve or disapprove all related party transactions required to be disclosed under Item 404 of Regulation S-K in accordance with the Company’s Related Party Transactions Policy. COMPENSATION OF DIRECTORS The compensation reflected below summarizes the compensation earned by or paid to our directors who are not employed by us or any of our subsidiaries (“non-employee directorsdirectors”) for services as members of ourthe Board during fiscal year 2016.2023. Directors who arewere also our employees dodid not receive any compensation for their service as directors. The compensation for Mr. Young, our Chief Executive Officer, is reported in the Summary Compensation Table below. 2023 Director Compensation Table | | NAME | | | FEES EARNED OR
PAID IN CASH
($) | | | STOCK AWARDS
($)(1) | | | ALL OTHER
COMPENSATION(2) | | | TOTAL
($) | | | | Henry E. Bartoli | | | | | 85,000 | | | | | | 94,998 | | | | | | 225,000 | | | | | | 404,998 | | | | | Naomi L. Boness(3) | | | | | 21,250 | | | | | | 45,528 | | | | | | 0 | | | | | | 66,778 | | | | | Alan B. Howe | | | | | 115,000 | | | | | | 94,998 | | | | | | 0 | | | | | | 209,998 | | | | | Philip D. Moeller | | | | | 85,000 | | | | | | 94,998 | | | | | | 0 | | | | | | 179,998 | | | | | Rebecca L. Stahl | | | | | 105,000 | | | | | | 94,998 | | | | | | 0 | | | | | | 199,998 | | | | | Joseph A. Tato | | | | | 97,500 | | | | | | 94,998 | | | | | | 0 | | | | | | 192,498 | | |
| | | | | | | 2016 DIRECTOR COMPENSATION TABLE | | NAME | FEES EARNED OR PAID IN CASH($)1 | STOCK AWARDS($)2 | ALL OTHER COMPENSATION($)3 | TOTAL($) | | Thomas A. Christopher | $85,000 | $94,980 | $2,388 | $182,368 | | Cynthia S. Dubin | $85,000 | $94,980 | $13,323 | $193,303 | | Brian K. Ferraioli | $100,000 | $94,980 | $3,313 | $198,293 | | Stephen G. Hanks | $115,000 | $94,980 | $4,291 | $214,271 | | Anne R. Pramaggiore | $85,000 | $94,980 | $– | $179,980 | | Larry L. Weyers | $95,000 | $94,980 | $6,621 | $196,601 |
1See “FeesRepresents the aggregate grant date fair value of stock awards granted to non-employee directors in 2023 computed in accordance with FASB ASC Topic 718. For additional information on the valuation of our equity awards, see Note 20 to our audited financial statements for the fiscal year ended December 31, 2023, included in our annual report on Form 10-K for the year ended December 31, 2023. Messrs. Bartoli, Howe, Moeller, Tato and Ms. Stahl were each awarded restricted stock units with respect to 16,964 shares of our common stock on May 28, 2023 which are scheduled to vest on the earlier of May 28, 2024 or the date of the Company’s 2024 Annual Meeting. The grant date fair value of each such award of restricted stock units was $94,998. Dr. Boness was awarded restricted stock units with respect to 19,709 shares of our common stock on November 9, 2023 which are scheduled to vest on the earlier of May 28, 2024 or the date of the Company’s 2024 Annual Meeting. The grant date fair value of such award was $45,528.
(2)
For Mr. Bartoli, reflects compensation paid pursuant to his consultant agreement. (3)
Dr. Boness was appointed to the Board, effective November 9, 2023. Fees Earned or Paid in Cash” below for a discussion of the amounts reported in this column. 2See “Stock Awards” below for a discussion of the amounts reported in this column.
3See “All Other Compensation” below for a discussion of the amounts reported in this column.
FEES EARNED OR PAID IN CASHCash
Under our current director compensation program, which was recommended by the Compensation Committee and approved by the Board, non-employee directors are eligible to receive an annual retainer of $85,000, paid in quarterly installments and prorated for partial terms.
The chairs of Board committees, and theany Lead Independent Director (Mr. Hanks in 2016) receiveor Independent Chairman of the Board, received additional annual retainers, paid in quarterly installments, as follows (prorated for partial terms): •
the chair of the Audit and Finance Committee: $15,000;$20,000; •
the chair of each of the Compensation, Governance and GovernanceRelated Party Transactions Committees: $10,000; and •
the Lead Independent Director: $20,000.Director (if any): $20,000; and •
the Independent Chairman (if any): $100,000. Stock Awards In addition to the cash retainers provided to our directors, our practice has been for each non-employee director to receive an annual stock award (in the form of a number of fully vested shares as to grants before 2023, and in the form of restricted stock units for annual grants beginning in 2023) equal to $95,000 divided by the closing price of our common stock on the grant date, rounded down to the nearest whole share (with such amount to be prorated or for partial terms). Beginning with the annual equity awards granted in 2023, the awards are scheduled to vest on the earlier of one year after the date of the grant or the first annual meeting of our stockholders that occurs following the grant. Under our Supplemental Executive Retirement Plan (the “SERP”), each director2021 LTIP, directors may elect to defer the payment of up to 100%all or a portion of his or her annual retainer and fees. Amountstheir stock awards, but none of the directors 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.do so for 2023. Directors are 100% vested in their deferral accounts at all times. Mr. Ferraioli elected to defer 100% of his retainer and fees in 2016. No other director made a deferral election with respect to their retainer or fees in 2016.Amounts reported in the 2016 Director Compensation Table include amounts deferred in 2016.Stock Ownership Guidelines
STOCK AWARDS
Our stock ownership guidelines require that non-employee directors own stock valued at five times their annual retainer, and they have five years from the date of joining the Board to acquire the required number of shares. All directors are currentlywere in compliance with our stock ownership guidelines. In additionguidelines as of March 1, 2024 or are within the five-year period to satisfy the cash payments provided toguideline level of ownership. Outstanding Equity Awards As of December 31, 2023, Mr. Bartoli is our directors, eachonly non-employee director is entitledwho held outstanding stock options. Mr. Bartoli held options to receive aacquire 3,639 shares of our common stock. As of December 31, 2023, Messrs. Howe, Moeller, Tato, and Ms. Stahl each held unvested restricted stock award in the form of a number of fully vestedunits with respect to 16,964 shares equal to $95,000 divided by the closing price of our common stock, on the grant date, rounded downDr. Boness held unvested restricted stock units with respect to the nearest whole share. Mr. Christopher and Mr. Ferraioli each elected to defer 100% of his stock award in 2016. The amounts reported in the “Stock Awards” column represent the grant date fair value computed in accordance with FASB ASC Topic 718 for these grants made in 2016. Grant date fair values for the stock awards were determined using the closing price19,709 shares of our common stock ($20.99) on the dateand Mr. Bartoli held unvested restricted stock units with respect to 41,964 shares of grant (May 13, 2016). Under our Amended and Restated 2015 Long-Term Incentive Plan (the "2015 LTIP"), directors may elect to defer payment of all orcommon stock.
Consulting Arrangement with Henry E. Bartoli Mr. Bartoli entered into a portion of their stock awards.
ALL OTHER COMPENSATION
We have a travel and reimbursement policy under which we reimburse directors for travel and other expenses incurredconsulting agreement with The Babcock & Wilcox Company 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,November 2020, pursuant to our policy, we will bear the travel, meal and other expenses of the director’s spouse incurred while attending such functions. To the extent the expenses of a spouse are imputedwhich he provided services through December 31, 2021. Mr. Bartoli entered into an amendment to the director as income,his consulting agreement with The Babcock & Wilcox Company, effective January 1, 2022, pursuant to our reimbursement policy, wewhich he provided services through December 31, 2023. Mr. Bartoli entered into a second amendment to his consulting agreement with The Babcock & Wilcox Company, effective January 1, 2024, pursuant to which he will also reimburseprovide services through December 31, 2024, subject to earlier termination by either party with thirty days’ written notice. As consideration for his consulting services during the director forextended term, Mr. Bartoli (1) receives a $18,750 monthly fee, and (2) received 30,000 restricted stock units which will vest 50% on each of June 30, 2024, and December 31, 2024, subject to Mr. Bartoli’s continued service through the taxes resulting from any such imputed income.In 2016, the incremental cost to the Company to provide reimbursement for spousal travel under our policy was less than $10,000 per director and the aggregate cost for all directors as a group was $18,081. The aggregate amount paid to all directors as a group for reimbursement of taxes on imputed income was $11,855. The amounts reported in this column include tax reimbursements for Messrs. Christopher ($946), Ferraioli ($1,312), Hanks ($1,699) and Weyers ($2,622), and Mmes. Dubin ($5,276) and Pramaggiore ($0).applicable vesting date.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information with respect to the beneficial ownership of our common stock by the following: •
each stockholder who beneficially owns more than 5% of our common stock; •
each current executive officer named in the 2023 Summary Compensation Table; •
each of our directors; and •
all of our executive officers, director nominees and directors as a group. For the institutional beneficial owners listed below, we have based their respective number of shares of Companyour common stock beneficially owned and the percentage of class amounts on the most recently reported Schedule 13D or 13G filed by such owners. For the executive officers and directors listed below, we have based their respective number of shares of Companyour common stock on the number of shares beneficially owned and percentage of class amounts as of March 13, 2017.22, 2024 (unless noted otherwise). We have deemed shares of our common stock subject to stock options that are currently exercisable or exercisable within sixty (60) days of March 22, 2024 and shares of our common stock underlying RSUs that are releasable within sixty (60) days of March 22, 2024 to be outstanding and to be beneficially owned by the person holding the common stock, options, warrants or RSUs for the purpose of computing the percentage ownership of that person. The number of shares beneficially owned by each stockholder, director or officer is determined according to the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. The mailing address for each of the directors and executive officers is 13024 Ballantyne Corporate Place,1200 East Market Street, Suite 700, Charlotte, NC 28277.650, Akron, Ohio 44305. | | NAME OF BENEFICIAL OWNER | | | COMMON STOCK: NUMBER OF
SHARES BENEFICIALLY
OWNED | | | PERCENT OF CLASS(1) | | | | 5% STOCKHOLDERS: | | | | B. Riley Financial, Inc.(2) | | | | | 27,446,522 | | | | | | 30.69% | | | | | Neuberger Berman Group LLC(3) | | | | | 6,208,418 | | | | | | 6.93% | | | | | NAMED EXECUTIVE OFFICERS, DIRECTORS AND DIRECTOR NOMINEES: | | | | Kenneth M. Young(4) | | | | | 1,521,412 | | | | | | 1.70% | | | | | Louis Salamone Jr. | | | | | 636,711 | | | | | | * | | | | | Jimmy B. Morgan | | | | | 518,717 | | | | | | * | | | | | John J. Dziewisz(5) | | | | | 196,392 | | | | | | * | | | | | Joseph T. Buckler(6) | | | | | 115,554 | | | | | | * | | | | | Christopher S. Riker(7) | | | | | 77,927 | | | | | | * | | | | | Naomi L. Boness | | | | | 19,709 | | | | | | * | | | | | Henry E. Bartoli | | | | | 361,411 | | | | | | * | | | | | Alan B. Howe(8) | | | | | 128,529 | | | | | | * | | | | | Philip D. Moeller | | | | | 102,738 | | | | | | * | | | | | Rebecca L. Stahl | | | | | 60,942 | | | | | | * | | | | | Joseph A. Tato | | | | | 84,267 | | | | | | * | | | | | All Directors, Director Nominees and
Executive Officers as a group | | | | | 3,824,309 | | | | | | 4.26%(9) | | |
| | | | | | | | NAME OF BENEFICIAL OWNER | COMMON STOCK: NUMBER OF SHARES BENEFICIALLY OWNED | PERCENT OF CLASS1 | OWNERSHIP OF OTHER SECURITIES | PERCENT OF CLASS1 | | 5% Stockholders: | | | | First Pacific Advisors, LLC2 | 3,952,609 | 8.1 | % | – | – | The Vanguard Group3 | 3,759,130 | 7.7 | % | – | – | Daruma Capital Management, LLC4 | 3,101,561 | 6.4 | % | – | – | BlackRock, Inc.5 | 3,039,102 | 6.2 | % | – | – | Wellington Management Group LLP6 | 2,717,866 | 5.6 | % | – | – | Silvercrest Asset Management Group LLC7 | 2,605,732 | 5.4 | % | – | – | Wells Fargo & Company8 | 2,590,394 | 5.3 | % | – | – | | Executive Officers, Directors and Director Nominees: | | | | E. James Ferland9 | 838,896 | 1.7% |
| 32,614 | * | Thomas A. Christopher10 | 4,426 | * |
| 12,499 | * | | Cynthia S. Dubin | 10,555 | * |
| – | – | Brian K. Ferraioli11 | 1,795 | * |
| 8,316 | * | | Stephen G. Hanks | 16,964 | * |
| – | – | | Anne R. Pramaggiore | 17,596 | * |
| – | – | | Larry L. Weyers | 20,359 | * |
| – | – | Jenny L. Apker12 | 73,825 | * |
| – | – | Elias Gedeon13 | 41,797 | * |
| 1,110 | * | Mark A. Carano14 | 68,182 | * |
| 9,888 | * | Wendy S. Radtke15 | 25,815 | * |
| – | – | All Directors, Director Nominees and Executive Officers as a group (18 persons)16 | 1,237,307 | 2.5 | % | 64,427 | * |
*Represents less than 1.0 percent
(1)
1Percent isCalculated based on the 89,480,435 shares outstanding shares of our common stock on March 13, 2017.22, 2024.
2
(2)
As reported on the Schedule 13G13D filed with the SEC on February 14, 2017. The Schedule 13G reports beneficial ownership of 3,952,609 shares of our common stock by First Pacific Advisors, LLC which has sole voting power over zero shares, shared voting power over 1,796,090 shares and shared dispositive power over 3,952,609 shares. The Schedule 13G reports beneficial ownership of 3,952,609 shares by both J. Richard Atwood and Steven T. Romick, which each have sole voting power over zero shares, shared voting power over 1,796,090 shares and shared dispositive power over 3,952,609 shares.January 22, 2024. The reporting person'sperson’s address is 11601 Wilshire Blvd.,11100 Santa Monica Boulevard, Suite 1200,800, Los Angeles, CA 90025. 3
(3)
As reported on the Schedule 13G/A filed with the SEC on February 10, 2017. The Schedule 13G/A reports beneficial ownership of 3,759,130 shares of our common stock by The Vanguard Group which has sole voting power over 56,358 shares, shared voting power over 10,363 shares, sole dispositive power over 3,695,137, and shared dispositive power over 63,993 shares.12, 2024. The reporting person'sperson’s address is 100 Vanguard Blvd., Malvern, PA 19355. 4As reported on Schedule 13G filed with the SEC on February 14, 2017. The Schedule 13G reports beneficial ownership of 3,101,561 shares of our common stock by Daruma Capital Management, LLC which has sole voting power over zero shares, shared voting power over 1,420,028 shares, and shared dispositive power over 3,101,561 shares. The Schedule 13G reports beneficial ownership of 3,101,561 shares of our common stock by Mariko O. Gordon who has sole voting power over zero shares, shared voting power over 1,420,028 shares, and shared dispositive power over 3,101,561 shares. The reporting person's address is 11201290 Avenue of the Americas, 21st Floor, New York, NY 10036.
5As reported on Schedule 13G filed with the SEC on January 30, 2017. The Schedule 13G reports beneficial ownership of 3,039,102 shares of our common stock by BlackRock, Inc. which has sole voting power over 2,890,762 shares, shared voting power over zero shares, and sole dispositive power over 3,039,102 shares. The reporting person's address is 55 East 52nd Street, New York NY 10055.10104.
6As reported on Schedule 13G filed with
(4)
Includes 241,745 shares held by the SEC on February 9, 2017. The Schedule 13G reports beneficial ownership of 2,717,866 shares of our common stock by Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP which each have shared voting power over 2,110,436 shares and shared dispositive power over 2,717,866 shares. The Schedule 13G reports beneficial ownership of 2,702,986 shares of our common stock by Wellington Management Company LLP which has shared voting power over 2,095,556 shares and shared dispositive power over 2,702,986 shares. The reporting person's address is 280 Congress Street, Boston, MA 02210. 7As reported on Schedule 13G filed with the SEC on February 14, 2017. The Schedule 13G reports beneficial ownership of 2,605,732 shares of our common stock by Silvercrest Asset Management Group, LLCKenneth B. Young Revocable Trust over which shares it has sharedMr. Young may be deemed to hold voting and sharedor dispositive power. The Schedule 13G reports beneficial ownership of 2,605,732 shares of our common stock by both Silvercrest L.P. and Silvercrest Asset Management Group Inc., which each have shared voting and dispositive power over 2,605,732 shares. The reporting person's address is 1330 Avenue of the Americas, 38th Floor, New York, NY 10019.
8As reported on Schedule 13G filed with the SEC on January 27, 2017. The Schedule 13G reports beneficial ownership of 2,590,394 shares of our common stock by Wells Fargo & Company which has sole voting and sole dispositive power over 176,246 shares, shared voting power over 192,301 shares, and shared dispositive power of 2,414,148 shares. The reporting person's address is 420 Montgomery Street, San Francisco, CA 94163.
9Shares owned by Mr. Ferland include 598,351 shares of common stock that he may acquire on the exercise of stock options and 505(5)
Includes 2.25 shares of common stock held in ourthe B&W Thrift Plan. Other securities owned by Mr. Ferland include 32,614 shares of common stock underlying restricted stock units that he elected to defer under our 2015 LTIP. 10Other securities owned by Mr. Christopher include 12,499 shares of common stock underlying vested restricted stock units that he elected to defer under our 2015 LTIP.
11Other securities owned by Mr. Ferraioli include 8,316 shares of common stock underlying vested restricted stock units that he elected to defer under our 2015 LTIP.(6)
12Shares owned by Ms. Apker include 44,344 shares of common stock that she may acquire on the exercise of stock options and 512Includes 551.36 shares of common stock held in ourthe B&W Thrift Plan.
13Shares owned by Mr. Gedeon include 30,415 shares of common stock that he may acquire on the exercise of stock options and 180
(7)
Includes 329.793 shares of common stock held in ourthe B&W Thrift Plan. Other securities owned (8)
Includes 72,606 shares held by the Alan & Penny Trust and 13,000 held in Mr. Gedeon include 1,110Howe’s IRA over which Mr. Howe may be deemed to hold voting or dispositive power. (9)
Includes 189,937 shares underlying RSUs that are releasable within sixty (60) days of common stock underlying restricted stock units that he elected to defer under our 2015 LTIP. 14Shares owned by Mr. Carano include 56,324 shares of common stock that he may acquire on the exercise ofMarch 22, 2024, or stock options and 249 sharesthat are currently exercisable or exercisable within sixty (60) days of common stock held in our Thrift Plan. Other securities owned by Mr. Carano include 9,888 shares of common stock underlying restricted stock units that he elected to defer under our 2015 LTIP.March 22, 2024.
15Shares owned by Ms. Radtke include 20,454 shares of common stock that she may acquire on the exercise of stock options.
16Shares owned by all directors and officers as a group include 843,228 shares of common stock that may be acquired on the exercise of stock options and 2,229 shares of common stock held in our Thrift Plan.
SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") requires our directors and executive officers, and persons who own 10% or more of our voting stock, to file reports of ownership and changes in ownership of our equity securities with the SEC and the NYSE. Directors, executive officers and 10% or more holders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of those forms furnished to us, or written representations that no forms were required, we believe that, during the year ended December 31, 2016, all Section 16(a) filing requirements applicable to our directors, executive officers and 10% or more beneficial owners were satisfied, other than Mr. Daniel W. Hoehnwho filed a delinquent Form 4 reporting one transaction on December 13, 2016as the result of an administrative error.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Pursuant to our Code of Business Conduct, all employees (including our named executive officers) who have, or whose immediate family members have, any direct or indirect financial or other participation in any business that competes with us, supplies goods or services to us, or is our customer, are required to disclose to us and receive written approval from our Corporate Ethics and Compliance department prior to transacting such business. Our employees are expected to make reasoned and impartial decisions in the workplace. As a result, approval of the business is denied if we believe that the employee’s interest in such business could influence decisions relative to our business, or have the potential to adversely affect our business or the objective performance of the employee’s work. Our Corporate Ethics and Compliance department implements our Code of Business Conduct and related policies, and the Audit and Finance Committee of ourthe Board is responsible for overseeing our Ethics and Compliance Program, including compliance with our Code of Business Conduct. Our Board members are also responsible for complying with our Code of Business Conduct. Additionally, our Governance Committee is responsible for reviewing the professional occupations and associations of our Board members. Our Audit and Finance Committee also reviews transactions between us and other companies with which ourthe Board members, who are affiliated. To obtain a copy ofalso responsible for complying with our Code of Business Conduct, please seeConduct. We also maintain a Related Party Transactions Policy, which establishes a framework for evaluation and approval or disapproval of transactions that would require disclosure pursuant to Item 404 of Regulation S-K, including any related party transactions involving any director or director nominee, executive officer or beneficial owner more than 5% of our common stock. Our Related Party Transactions Committee is responsible for reviewing and approving or disapproving transactions under the “Corporate Governance” section above in this proxy statement.Related Party Transactions Policy. In July 2015, we enteredWe enter into an indemnification agreement with each of our directors and executive officers. Under the terms of the agreement, we agree to indemnify the indemnified person, to the fullest extent permitted by Delaware law, from claims and losses arising from their service to the Company (other than certain claims brought by the indemnified party against us or any of our officers and directors). The agreement also provides each indemnified person with expense advancement to the extent the expenses arise from, or might reasonably be expected to arise from, an indemnifiable claim and contains additional terms meant to facilitate a determination of the indemnified person’s entitlement to such benefits.
NAMED EXECUTIVE OFFICER PROFILES
Mr. Young, our Chairman and Chief Executive Officer, has served as the President of B. Riley since July 2018. Mr. Young has also served as the Chief Executive Officer of B. Riley Principal Investment, an affiliate of B. Riley Financial, Inc., since October 2016. The following profiles provide summary information regardingservices of the experienceCompany’s Chief Executive Officer are provided by B. Riley pursuant to a consulting agreement with BRPI Executive Consulting, LLC, an affiliate of B. Riley, which was entered on November 19, 2018 and amended on November 9, 2020 and on December 29, 2023. The agreement provides for Mr. Young to serve as our Chief Executive Officer until December 31, 2028, unless terminated by either party with thirty days written notice. Under the consulting agreement, we make payments of $0.75 million per annum, paid monthly to BRPI Executive Consulting, LLC. Subject to the achievement of certain performance objectives as determined by the Compensation Committee of the Board, a bonus or bonuses may also be earned and payable to BRPI Executive Consulting, LLC. In 2022, we granted a cash bonus of $1 million to BRPI Executive Consulting LLC for Mr. Young’s performance and services.
DELINQUENT SECTION 16(a) REPORTS Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires our Chief Financial Officerdirectors and executive officers, and persons who own more than 10% of our voting stock, to file reports of ownership and changes in ownership of our equity securities with the SEC and the NYSE. Directors, executive officers and more than 10% holders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of those forms furnished to us, or written representations that no forms were required, we believe that, during the year ended December 31, 2023, all Section 16(a) filing requirements applicable to our directors, executive officers and more than 10% beneficial owners were satisfied, other than late Form 4s filed on behalf of Naomi L. Boness on December 4, 2023 (relating to a grant of restricted stock units on November 9, 2023), Alan B. Howe on March 28, 2023 (relating to the purchase of shares on March 20, 2023) and Kenneth M. Young on November 17, 2023 (relating to the vesting of restricted stock units on November 3, 2023).
APPROVAL OF AMENDMENTS TO OUR CERTIFICATE OF INCORPORATION TO REMOVE PROVISIONS THAT REQUIRE THE AFFIRMATIVE VOTE OF HOLDERS OF AT LEAST 80% OF THE VOTING POWER TO APPROVE CERTAIN AMENDMENTS TO THE CERTIFICATE OF INCORPORATION AND BYLAWS (PROPOSAL 4) General The Board has recommended and is seeking stockholder approval for amendments to our Certificate of Incorporation that would remove provisions that require the affirmative vote of holders of at least 80% of the voting power of the Company’s outstanding stock to approve certain amendments to our Certificate of Incorporation and Bylaws (the “supermajority vote requirement”) described below, and replace this requirement with a majority vote requirement. Currently, Article FIFTH of our Certificate of Incorporation requires the affirmative vote of the holders of at least 80% of the voting power of the Company’s outstanding stock entitled to vote thereon to amend, modify or repeal Article FIFTH or Article SIXTH of our Certificate of Incorporation. In addition, Article FIFTH (e) of our Certificate of Incorporation requires the affirmative vote of the holders of at least 80% of the voting power of the Company’s outstanding stock entitled to vote generally in the election of directors to amend, modify or repeal the Company’s Bylaws or to adopt new bylaws. The Board recognizes that a majority voting standard for effecting changes to our Certificate of Incorporation and Bylaws increases the ability of stockholders to participate in governance of the Company and aligns the Company with recognized best practices in corporate governance. Summary of Principal Changes If the proposal is approved, the Company intends to file an amendment to our Certificate of Incorporation with the Secretary of State of Delaware, reflecting the elimination of all supermajority vote requirements for amending our Certificate of Incorporation and Bylaws. As a result, at future meetings of stockholders, the affirmative vote of the holders of a majority of the voting power of the Company’s outstanding stock entitled to vote on the matter will be required to amend all provisions of our Certificate of Incorporation and Bylaws. This description of the proposed amendments to our Certificate of Incorporation is only a summary of those amendments and is qualified in its entirety by reference to, and should be read in conjunction with, the full text of Article FIFTH of our Certificate of Incorporation, marked to show the proposed amendment, a copy of which is attached to this proxy statement as Appendix C. If adopted, the amendments to our Certificate of Incorporation will become effective upon filing of the amended Certificate of Incorporation with the Secretary of State of Delaware, which is expected to occur promptly following the stockholder vote. If the amendments to our Certificate of Incorporation are approved by stockholders and become effective, the Board expects to approve certain conforming amendments to our Bylaws to remove all supermajority vote requirements for amending the Bylaws. Recommendation and Vote Required The Board recommends that stockholders vote “FOR” the approval of amendments to our Certificate of Incorporation that would remove the supermajority voting requirements to approve certain amendments to our Certificate of Incorporation and our three other most highly compensated executive officers who were employed by the Company asBylaws. The proxy holders will vote all proxies received “FOR” approval of December 31, 2016. The named executive officer profiles provide biographical information, including age as of May 1, 2017. Unless otherwise indicated, all positions described below are positions with Babcock & Wilcox Enterprises, Inc. since the effective datethis proposal unless instructed otherwise. Approval of the spin-off. Ms. Radtke resigned from her position effective December 31, 2016.proposal requires the affirmative vote of at least 80% of the outstanding shares of our common stock. Accordingly, abstentions and broker non-votes will have the effect of a vote “AGAINST” this proposal. | | | | E. James Ferland, age 50, serves as our Chairman and Chief Executive Officer. Prior to the spin-off, Mr. Ferland was BWC’s President and Chief Executive Officer since April 2012. Prior to joining BWC, Mr. Ferland served as President of the Americas division for Westinghouse Electric Company, LLC, a nuclear energy company and group company of Toshiba Corporation, from 2010 through March 2012. From 2007 to 2010, Mr. Ferland worked for PNM Resources, Inc., a holding company of utilities providing electricity and energy products and services, where he held positions as Senior Vice President of Utility Operations and Senior Vice President of Energy Resources. Previously, Mr. Ferland held various senior management and engineering positions at Westinghouse Electric Company, Louisiana Energy Services/URENCO, Duke Engineering and Services, Carolina Power & Light and General Dynamics. Mr. Ferland has also served on the board of directors of Actuant Corporation since August 2014.
| | Jenny L. Apker, age 59, serves as our Senior Vice President and Chief Financial Officer. Prior to the spin-off, Ms. Apker served as BWC’s Vice President, Treasurer and Investor Relations since August 2012 and, prior to that time, served as BWC’s Vice President and Treasurer since joining BWC in June 2010. Previously, Ms. Apker served as Vice President and Treasurer with Dex One Corporation (formerly R.H. Donnelley Corporation), a marketing services company, from May 2003 until June 2010.
| | Mark A. Carano, age 47, serves as our Senior Vice President, Corporate Development and Treasurer. Prior to the spin-off, Mr. Carano served as Senior Vice President and Chief Corporate Development Officer of BWC since August 2013. Prior to joining BWC in June 2013, Mr. Carano served as a Managing Director in the Investment Banking Group of Bank of America Merrill Lynch, a financial services company, since 2006. Mr. Carano also previously held positions with the Investment Banking Group of Deutsche Bank.
| | Elias Gedeon, age 57, serves as our Senior Vice President and Chief Business Development Officer, a position he has held since joining BWC in May 2014. Mr. Gedeon has more than 30 years of experience in the power generation industry and has held various sales, operations and P&L leadership positions in the U.S. and overseas. He joined BWC from Alstom Power, Inc., a subsidiary of energy and transport manufacturer Alstom, where he served as Vice President, Global Sales and Marketing – Boiler Group since 2009 and previously as Vice President of Sales, Americas. Prior to joining Alstom, Mr. Gedeon served in sales and operations roles of increasing responsibility with Foster Wheeler Power Group, Inc., including Executive Vice President, Global Sales & Marketing.
| | Wendy S. Radtke, age 47, served as our Senior Vice President and Chief Human Resources Officer through December 2016. Ms. Radtke joined BWC in April 2015 to lead the global Human Resources function. From 2012 to 2015, Ms. Radtke served as Vice President of Talent Management at The Goodyear Tire & Rubber Company, a tire manufacturing company, and from 2009 to 2012, she was Vice President, Asia Pacific Human Resources at Goodyear, located in Shanghai, China. Before joining Goodyear, Ms. Radtke spent eight years at Honeywell International where she held a variety of positions with increasing responsibility, including her last role as Vice President of Asia Pacific Human Resources for the Automation Control Solutions business located in Shanghai, China. Previously, Ms. Radtke held various human resources roles at 3M Corporation and The Pepsi Bottling Group.
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RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR YEAR ENDING DECEMBER 31, 20172024 (PROPOSAL 2)5) OurThe Board has ratified the decision of the Audit and Finance Committee to appoint Deloitte & Touche LLP (“Deloitte”) to serve as the independent registered public accounting firm to audit our financial reporting and internal controls over our financial statements for the year ending December 31, 2017.2024. Although we are not required to seek stockholder approval of this appointment, we intend to seek stockholder approval of our registered public accounting firm annually. No determination has been made as to what action the Audit and Finance Committee and the Board would take if our stockholders fail to ratify the appointment. Even if the appointment is ratified, the Audit and Finance Committee retains discretion to appoint a new independent registered public accounting firm at any time if the Audit and Finance Committee concludes such a change would be in our best interests. We expect that representatives of Deloitte will be present at the Annual Meeting and will have an opportunity to make a statement if they desire to do so and to respond to appropriate questions.
For the years ended December 31, 20162023 and December 31, 2015 (following the spin-off on July 1, 2015),2022, we paid Deloitte fees, including expenses and taxes, totaling $3,424,534$4,877,167 and $2,796,014,$4,363,045 respectively, which are categorized below. Prior to the spin-off, BWC paid any audit, audit-related, tax and other fees of Deloitte. | | | | | 2023 | | | 2022 | | | | Audit The Audit fees were for professional services rendered for the audits of the
consolidated financial statements of the Company, statutory and subsidiary audits,
reviews of the quarterly consolidated financial statements of the Company and
assistance with review of documents filed with the SEC. | | | | $ | 4,877,167 | | | | | $ | 4,233,945 | | | | | Audit-Related The Audit-Related fees relate to agreed-upon procedures and
services normally provided by our independent registered public accounting firm in
connection with regulatory filings. | | | | $ | 0 | | | | | $ | 129,100 | | | | | Tax The tax fees were for professional services rendered for tax compliance services. | | | | $ | 0 | | | | | $ | 0 | | | | | All Other | | | | $ | 0 | | | | | $ | 0 | | | | | TOTAL | | | | $ | 4,877,167 | | | | | $ | 4,363,045 | | |
| | | | | | 2016 | 2015 | Audit The Audit fees were for professional services rendered for the audits of the combined and consolidated financial statements of the Company, the audit of the Company’s internal control over financial reporting, statutory and subsidiary audits, reviews of the quarterly combined and consolidated financial statements of the Company and assistance with review of documents filed with the SEC. | $3,329,250 | $2,601,860 | Audit-Related There were no Audit-Related fees. | $0 | $0 | Tax The Tax fees were for professional services rendered for consultations on various U.S. federal, state and international tax compliance matters, as well as consultation and advice on various foreign tax matters. | $95,284 | $194,154 | All Other There were no other fees for services. | $0 | $0 | | TOTAL | $3,424,534 | $2,796,014 |
It is the policy of our Audit and Finance Committee to pre-approve all audit engagement fees, terms and services and permissible non-audit services to be performed by our independent registered public accounting firm. Annually, the independent registered public accounting firm and the Vice President, Controller and Chief AccountingFinancial Officer present to the Audit and Finance Committee the anticipated services to be performed by the firm during the year. The Audit and Finance Committee reviews and, as it deems appropriate, pre-approves those services. The separate Audit, Audit-Related, Tax and All Other services and estimated fees are presented to the Audit and Finance Committee for consideration. The Audit and Finance Committee reviews on at least a quarterly basis the proposed services and fees for additional services that have occurred and are outside the scope of the services and fees initially pre-approved by the Audit and Finance Committee. In order to respond to time-sensitive requests for services that may arise between regularly scheduled meetings, the Audit and Finance Committee has pre-approvedgranted authority to the Audit and Finance Committee Chair to pre-approve specific audit, audit-related, tax and other services and individual and aggregate fees for such services. The Audit and Finance Committee did not approve any audit, audit-related, tax or other services pursuant to the de minimis exception described in Section 10A(i)(1)(B) of the Exchange Act.
Recommendation and Vote Required OurThe Board recommends that stockholders vote “FOR” the ratification of the decision of our Audit and Finance Committee to appoint Deloitte as our independent registered public accounting firm for the year ending December 31, 2017.2024. The proxy holders will vote all proxies received for“FOR” approval of this proposal unless instructed otherwise. Approval of this proposal requires the affirmative vote of a majority of the shares castpresent and entitled to vote on the matter. AbstentionsAccordingly, abstentions will not be considered as cast and, ashave the effect of a result, will not have any effect on thevote against this proposal. Because the ratification of the appointment of the independent auditor is considered a “routine” matter, there will be no broker non-votes with respect to this proposal.
 23
AUDIT AND FINANCE COMMITTEE REPORT The following report of the Audit and Finance Committee shall not be deemed to be “soliciting material” or to otherwise be considered “filed” with the SEC or be subject to Regulation 14A or 14C (other than as provided in Item 407 of Regulation S-K) or to the liabilities of Section 18 of the Securities Exchange Act, of 1934, as amended (the “Exchange Act”), nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 as amended, or the Exchange Act,(the “Securities Act”), except to the extent that the Company specifically incorporates it by reference into such filing. As described more fully in its charter, the purpose of the Audit and Finance Committee is to assist the Board in its oversight of the Company’s financial reporting process, internal control system and audit functions. The Audit and Finance Committee also provides oversight of (i) the Company’s compliance with legal and regulatory financial requirements; (ii) the Company’s guidelines, policies and processes to assess and manage the Company’s exposure to risks in general, including financial risks; (iii) the Company’s financial strategies and capital structure; and (iv) the Company’s ethics and compliance program. Our principal responsibility is one of oversight. The Company’s management is responsible for the preparation, presentation and integrity of its financial statements and Deloitte, & Touche LLP (“Deloitte”), the Company’s independent registered public accounting firm, is responsible for auditing and reviewing those financial statements. Deloitte reports directly to the Audit and Finance Committee, which is responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm. In this context, we have reviewed and discussed the Company’s audited consolidated financial statements for the year ended December 31, 20162023 with the Company’s management and Deloitte. This review included discussions with Deloitte regarding those matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, issued by the Public Company Accounting Oversight Board. In addition, we received from Deloitte the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte’s communications with the Audit and Finance Committee concerning independence and discussed with Deloitte their independence from the Company and its management. We also considered whether the provision of non-audit services to the Company is compatible with Deloitte’s independence. Based on these reviews and discussions and the reports of Deloitte, the Audit and Finance Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016,2023, for filing with the Securities and Exchange Commission. THE AUDIT AND FINANCE COMMITTEEThe Audit and Finance Committee
Rebecca L. Stahl (Chair) Naomi L. Boness Alan B. Howe Joseph A. Tato | | | Brian K. Ferraioli, Chairman | Anne R. Pramaggiore | Cynthia S. Dubin | Larry L. Weyers |
24
APPROVE,
APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION (PROPOSAL 3)6) In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), weWe are asking stockholders to approve an advisory resolution to approve our named executive officer (“NEO”) compensation as reported in this proxy statement.statement as follows:
RESOLVED, that the stockholders of Babcock & Wilcox Enterprises, Inc. approve, on an advisory basis, the compensation of its named executive officers, as such compensation is disclosed pursuant to Item 402 of Regulation S-K in this proxy statement, including under the sections entitled “Compensation Discussion and Analysis” and “Compensation of Named Executive Officers.” It is our belief that our ability to hire, retain and motivate employeesexecutive officers 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 equity awards that include performance-based compensation.vesting conditions or have a value dependent on the fair market value of our common stock. As a result, our executive compensation is structured in the manner that we believe best serves the interests of the Company and its stockholders. We encourage stockholders to read the Compensation“Compensation Discussion and AnalysisAnalysis” section of this proxy statement, which provides a more thorough review of our executive compensation philosophy and how that philosophy has been implemented. We have given considerable attention to how, why and what we pay our executives, and during 2016 have contacted or met with stockholders who collectively held more than 70% ofwhich reflects input from our outstanding shares to solicit feedback on the best way to align our executive compensation program and strategies to grow the Company.stockholders. Recognizing that no single compensation structure will match perfectly withcompletely satisfy all stockholders, we believe that our executive compensation is reasonable and provides appropriate incentives to our executives to achieve results that we expect to drive stockholder value without encouraging them to take excessive risks in their business decisions. Effect of Proposal The resolution to approve our named executive officerNEO compensation is not binding on us, ourthe Board or our Compensation Committee. Accordingly, even if the resolution is approved, the Board and Compensation Committee retain discretion to change executive compensation from time to time if it concludes that such a change would be in the best interest of the Company and its stockholders. No determination has been made as to what action, if any, would be taken if our stockholders fail to approve named executive officerNEO compensation. However, ourthe Board and its Compensation Committee value the opinions of stockholders on important matters such as executive compensation and willexpect to carefully consider the results of this advisory vote when evaluating our executive compensation programs. Advisory votes to approve named executive officerNEO compensation are currently scheduled to be held once every year. The next advisory vote to approve named executive officerNEO compensation is expected to occur at our 2018 Annual Meeting2025 annual meeting of Stockholders.stockholders. Recommendation and Vote Required OurThe Board recommends that stockholders vote “FOR” the approval of named executive officer compensation. The proxy holders will vote all proxies received for“FOR” approval of this proposal unless instructed otherwise. Approval of this proposal requires the affirmative vote of a majority of the outstanding shares present and entitled to vote on the matter. Accordingly, abstentions will have the effect of common stock present in person or represented by proxy anda vote against this proposal. Broker non-votes will not be considered as entitled to vote on this proposal, at the Annual Meeting. Because abstentionseven though they are counted asconsidered present for purposes of thedetermining a quorum and may be entitled to vote on this matter but are not votes “FOR” this proposal, they have the same effect as votes “AGAINST” this proposal. Brokerother matters. As a result, broker non-votes will not have any effect on this proposal.
Accordingly, we submit the following resolution to stockholders at the Annual Meeting:
RESOLVED, that the stockholders of Babcock & Wilcox Enterprises, Inc. approve, on an advisory basis, the compensation of its named executive officers, 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 Named Executive Officers.”25
COMPENSATION DISCUSSION AND ANALYSIS Table of Contents •
Executive Summary •
We are Committed to Compensation Best Practices Peer Group
•
Compensation Philosophy and Process 2016
•
Key 2023 Compensation Decisions •
Other Compensation Practices and Policies
Executive Summary Babcock & Wilcox Enterprises, Inc. ("B&W" or the "Company") became2023 PERFORMANCE
For 2023, revenues across all segments achieved double-digit growth on a public company on July 1, 2015 asyear-over-year basis, driven by increased activity and expansion into our key end-markets. Consolidated revenues in 2023 were $999.4 million, an 18% improvement compared to 2022. Net loss in 2023 was $78.6 million compared to a spin-off from The Babcock & Wilcox Company ("BWC"). At the timenet loss of the spin-off, B&W defined$20.0 million in 2022, primarily related to overall increases in costs and expenses, higher interest expense, an increase in foreign exchange losses and goodwill impairment expense. Operating income in 2023 was $19.9 million, compared to operating income of $2.3 million in 2022 and consolidated adjusted EBITDA was $79.1 million, an increase of 17% compared to $67.5 million in 2022. Total bookings in 2023 were $878.3 million, a three-pronged strategy as follows:
2016 PERFORMANCE
2% increase compared to full year 2022 bookings, and backlog at December 31, 2023 was $530.5 million, a 3% decrease compared to December 31, 2022. Additional information regarding adjusted EBITDA, a non-GAAP financial measure, can be found in Appendix A. We have made measurable progressbelieve these results reflect a strong global demand for our technologies underpinning our pipeline and outlook for sustained growth in 2024 and beyond. Simultaneously, we continue our development, engineering and construction activities around our several BrightLoop projects and are intently focused on our three-pronged strategy. This strategy provides a critical path forwardstrategic investments to delivering long-term stockholder value by allowing us to better serve our traditional power customers, enhance our industrial market presenceClimateBright decarbonization platform and increase our non-coal revenue base.BrightLoop hydrogen generation technology.
2023 PAY-FOR-PERFORMANCE
The past year, our first as an independent company, has been one of opportunity, progress and challenge. We made significant advancement realigning the business and on making the necessary changes in order to best position our operations for the future. Specifically, we focused on enhancing the profitability of our Power business and increasing revenue diversification by driving the growth of our Industrial and Renewable businesses. While some businesses were impacted by market volatility and certain execution issues, we believe our businesses have significant opportunities for growth and are confident that we are well positioned to create long-term value for stockholders.
In 2016, we made major strides in executing our strategy to become a larger player in global industrial markets. In July 2016, we closed the acquisition of SPIG S.p.A. ("SPIG"), and in January 2017, we closed the acquisition of Universal Acoustic & Emission Technologies, Inc. ("Universal"). These acquisitions expanded our global reach, increased our non-coal-related revenue to more than 50% of total revenues and expanded our end market coverage, particularly in natural gas power generation. Our effort to diversify our business has moved us forward in a measurable way, and we anticipate these efforts to continue to positively impact the Company as we position it for future success.
Despite these improvements, we faced challenging market conditions, particularly in our legacy coal-based business and also experienced operational challenges in our Renewable segment as we executed on the rapid growth in contracts from the past 12 months. These had a significant impact on our 2016 financial results. The Board has worked closely with the management team and has overseen specific actions to address these execution issues, and enhance the resources and infrastructure of the Renewable segment, enabling it to capture its significant market opportunities. We are focusing primarily on project management and engineering process improvements so that we have the right systems and resources in place to improve our performance and allow us to continue to grow this important segment of our Company.
2016 PAY-FOR-PERFORMANCE
Our executive compensation programs are based on a strong alignment between pay and performance. In light of our 2016 performance, the 2016 annual incentive payout for our NEOs and our senior management team was $0. See "2016 Summary Compensation Table" for a comparison of the total compensation received by our NEOs in 2016 versus 2015. In addition, the current projected value of the performance-based shares granted in 2016 under our long-term incentive plan is significantly impaired.
EXECUTIVE COMPENSATION PROGRAM
In this document, BWC refers to The Babcock & Wilcox Company prior to the spin-off. Compensation-related decisions for our named executive officers (“NEOs”) before the spin-off were made by the compensation committee of the Board of Directors of BWC. Compensation decisions for B&W’s NEOs from and after the spin-off were madeDecisions by the Compensation Committee of ourthe Board, which we refer to in this discussion as the “Compensation Committee,” in 2023 also took into account prior feedback from our stockholders and concern for retention of key personnel while we address operational issues.
The strong alignment between pay and performance in our executive compensation program is reflected in the payout amounts under our cash incentive program. We again did not perform as expected in 2023. For the sixth year in a row, no payment was earned under the financial component of the annual cash incentive program or under the long term cash incentive plan. MANAGEMENT OVERVIEW Compensation decisions for our NEOs are made by the Compensation Committee.” Key features of our executive compensation program for the following executive officers (the NEOs)NEOs are outlined in this document:“Compensation Discussion and Analysis”.
The following six executive officers are our NEOs for 2023, each of whom, with the exception of Mr. Buckler, was still serving as an executive officer as of December 31, 2023. | | | NAME | NAME | | TITLE (AS OF LAST DAY OF 2016)2023) | | E. James Ferland | Chairman and Kenneth M. Young | | | Chief Executive Officer | | Jenny L. Apker | Louis Salamone Jr. | | | Executive Vice President & Chief Financial Officer | | | | John J. Dziewisz | | | Executive Vice President, General Counsel & Corporate Secretary | | | | Jimmy B. Morgan | | | Executive Vice President & Chief Operating Officer | | | | Christopher S. Riker | | | Senior Vice President, and Chief Financial OfficerThermal | | Mark A. Carano | Senior Vice President, Corporate Development and Treasurer | Elias GedeonJoseph T. Buckler | Senior Vice President and Chief Business Development Officer | Wendy S. Radtke1
| | Former Senior Vice President, and Chief Human Resources Officer | Peter J. Goumas1
Clean Energy* | Former Senior Vice President, Operations |
*
1Ms. Radtke ceasedMr. Buckler’s employment with the Company effective December 31, 2016, andterminated on November 6, 2023.
THIRD-PARTY COMPENSATION ARRANGEMENTS We are party to contractual arrangements with third parties with respect to the services of Mr. Goumas ceased employment with the Company effective June 17, 2016.Young.
MANAGEMENT OVERVIEW
Our NEOs and other members ofWhile serving as our senior leadership team include individuals who have broad experience in the power generation business, most notably our Chairman and Chief Executive Officer, E. James Ferland. Mr. Ferland isYoung continues to receive his salary and benefits from B. Riley Financial, Inc. and its affiliates. Pursuant to a consulting agreement between us and an accomplished executive with more than 25 yearsaffiliate of experienceB. Riley Financial, Inc. (the “B. Riley Affiliate”), we paid the B. Riley Affiliate $62,500 per month for Mr. Young’s services as Chief Executive Officer during 2023 in the commercial power and utility industry. He understands our technology and knows our business from multiple perspectives, including as a customer. He consistently demonstrates the ability to take swift actions and make tough decisions in the interestslieu of stockholders, including:base salary.
Rationalizing our cost base through margin improvement programs;
Diversifying our legacy coal-based business through the acquisition of industrial products and services companies, including MEGTEC, SPIG and Universal;
Initiating and guiding the successful completion of our spin-off from BWC; and
Implementing a program to significantly improve the ability of our businesses, beginning with the Renewable segment, to consistently deliver strong project management and engineering for our customer projects.
20162023 SAY-ON-PAY VOTE
In 2016, we received nearly 74% approvalAt our 2023 annual meeting, over 92.4% of the votes cast on our advisory vote to approve named executive officer compensation. We considered this resultNEO compensation were cast in determining compensation policies and decisions for 2016. Actions taken in response to this vote are described below under the section entitled "2016 Compensation Program Design."
WE ENGAGED WITH OUR STOCKHOLDERS
During 2016, our Lead Independent Director and senior management contacted or met with stockholders who collectively held more than 70%favor of our outstanding shares to solicit feedback on the best way to align our executive compensation program and strategiesprogram. We consider this to grow the Company. Generally, investors supportedbe a strong affirmation that our stockholders support our executive compensation program goals, encouraged usprogram. We hope to focus on paying for demonstrable performance, and asked that we carefully consider our post-spin-off corporate governance provisions.
In response to the feedback from our stockholder outreach, the Board amended the Company's bylaws to provide for a majority voting standard for directors in uncontested elections. Our classified board structure was continued from BWC to ensure that the newly formed B&W would have an opportunity to establish a consistent record of operations post-spin. The Board regularly evaluates whether this structure is appropriate as the Company evolves and diversifies, and based on feedback from stockholders, will continue to evaluate whether a classified board is best suitedachieve high levels of support in future votes and intend to continue our efforts to engage with our stockholders for us in the future.their views on our compensation programs.
2016 COMPENSATION PROGRAM DESIGN
Considering the stockholder feedback and other factors described in this Compensation Discussion and Analysis, the Compensation Committee took the following key actions with respect to the 2016 executive compensation program:27
Approved a new peer group to reflect post-spin comparator companies of similar revenue size and business scope and with whom we compete for talent (as further discussed below);
Established our annual and long-term incentive compensation program design for 2016 to reflect our pay-for-performance culture; and
Adjusted our long-term incentive compensation program to include greater emphasis on performance-based restricted stock units (PSUs) by changing the weighting of those awards from 50% (which was the weighting at BWC prior to the spin-off) to 60% of the total long-term incentive award mix. The Compensation Committee also determined to include relative total stockholder return, along with earnings per share and return on invested capital, to measure performance for the PSUs.
The PSU performance measures for 2016 align with the key elements of our strategy to grow stockholder value.
2016 COMPENSATION MIX
The following charts illustrate the target mix of base salary, annual incentive awards and long-term incentive awards for our Chief Executive Officer and other NEOs in 2016, highlighting the performance-driven focus of the compensation opportunities:
KEY 20162023 PROGRAM ELEMENTS
The main elements of the Company’s 2016our 2023 executive compensation program, a description of each element, and an explanation as to why we pay each element, are provided below:below (although not all NEOs received some or all of these compensation elements, as discussed above): | | | | | | Compensation Element | | | Description | | | Objectives | | | | Base Salary | | | Fixed cash compensation; reviewed annually and subject to adjustment | | | Attract, retain and motivate our NEOsthe NEO | | | | Annual Cash Incentive Compensation | | | Short-term cash incentive compensation paid based on performance against annually established financial safety and individual performance goals | | | Reward and motivate our NEOsthe NEO for achieving key short-term performance objectives | | | | Long-Term EquityIncentive Compensation | | | Annual equity compensation awards of stock options, time-vesting restricted stock units and performance-vestingperformance-based restricted stock unitsunits; or long-term incentive-based cash compensation opportunity | | | Align NEO interests with those of our stockholders by rewarding the creation of long-term stockholder value and encouraging stock ownership and/or rewarding the achievement of goals that we believe will drive long-term stockholder value | | | | Health, Welfare and Retirement Benefits | | | Qualified and nonqualified retirement plans and health care and insurance benefits | | | Attract and retain NEOsthe NEO by providing market-competitive benefits | | | | Severance and Change in Control Arrangements | | | Reasonable severance payments and benefits provided upon an involuntary termination, including an involuntary termination following a change in control of the Company | | | Help attract and retain high quality talent by providing market-competitive severance protection, and help encourage NEOsthe NEO to direct theirhis or her attention to stockholders’ interests, notwithstanding the potential for loss of employment in connection with a change in control | Limited Perquisites | Financial planning services, executive physicals, airline club memberships and spousal travel, as applicable | Attract and retain high quality talent |
We Are Committed to Compensation Best Practices The Compensation Committee believes that our executive compensation program follows best practices aligned to long-term stockholder interests, summarized below:
| | | | | WHAT WE DO | | | | WHAT WE DON’T DO | | | Pay-for-performance philosophy emphasizes compensation tied to creation of stockholder value, with a significant portion of NEOs’ overall compensation tied to our performance | | | | No excise tax gross-ups upon a change in control | | | Robust compensation governance practices, including annual CEO performance evaluation process by independent directors, thorough process for setting rigorous performance goals, compensation committee comprised solely of independent directors and use of an independent compensation consultant | | | | No discounting, reloading or re-pricing of stock options without stockholder approval | | Multiple performance metrics for annual and long-term incentive compensation plans; different metrics used for each plan
| No single-trigger vesting of equity-based awards upon change in control
| 60% of long-term incentive awards granted as performance-based restricted stock units
| | Limited perquisites and reasonable severance and change in control protection that requires involuntary termination | | | | No guaranteed incentive awards for executives | | | Clawback provisions in annual and long-termequity incentive compensation plans | | | | No “single trigger” change in control acceleration of equity awards or severance payments | | | Policies prohibiting executives fromfor hedging or pledging Company our stock | | | | | | | Strong stock ownership guidelines for executives
(Five (five times base salary for CEO and three times base salary for other NEOs) | |
Peer Group
PEER GROUP DESIGN
To help ensure that our executive compensation program provides competitive compensation opportunities that are necessary to attract and retain well-qualified executives, the Compensation Committee reviews the level and mix of compensation for our CEO and CFO against the compensation provided by a group of peer companies (in addition to survey data provided by Hay Group which is used to review the compensation for all of our NEOs). The Compensation Committee also uses these peer companies to consider the relative performance of our Company with respect to the relative total stockholder return performance measure in our 2016 long-term incentive program (as further discussed below).
The Compensation Committee, with advice from Hay Group, considered companies across a number of relevant factors, including companies within a specified size range based primarily on revenues and market capitalization, companies within similar industry groups and with similar degrees of business complexity, and companies with which we compete for executive talent. The Compensation Committee generally considered companies with total revenues and market capitalization in a range from 0.4x to 2.5x of our size, although some exceptions were made taking into account other factors (such as industry, complexity and competition for talent) and in order to create a group with a sufficient number of companies to provide meaningful comparative data.
Based on this review, the Compensation Committee approved the following compensation peer group for 2016:| | | | | | | Annual say-on-pay vote to approve compensation paid to our NEOs | | | Actuant Corp.
Industrial Machinery
| Crane Co.
Industrial Machinery
| Itron Inc.*
Electronic Equipment & Instruments
| AMETEK Inc.
Electronic Components & Equipment
| Curtiss-Wright Corp.
Aerospace & Defense
| MasTec Inc.
Construction & Engineering
| CECO Environmental Corp.
Environmental & Facilities Services
| Dycom Industries Inc.
Construction & Engineering
| Primoris Services Corp.
Construction & Engineering
| Chart Industries Inc.
Industrial Machinery
| Flowserve Corp.
Industrial Machinery
| SPX Corp.
Industrial Machinery
| CIRCOR Intl. Inc.
Industrial Machinery
| Harsco Corp.
Industrial Machinery
| | Covanta Holding Corp.
Environmental & Facilities Services
| Idex Corp.
Industrial Machinery
| | The following charts illustrate our Company’s size compared to the peer group median on total revenues, market capitalization and number of employees, measured as of September 30, 2015 (dollar values in millions). | | |
*For 2017, Tetra Tech, Inc. ("Tetra Tech") will replace Itron, Inc. ("Itron") as being a closer match to B&W. While Itron operates within the electricity, natural gas and water markets, it is more of an information technology company than an industrial company. Tetra Tech provides consulting and engineering services worldwide and operates two segments: Water, Environment and Infrastructure, and Resource Management and Energy. In addition, Tetra Tech is also cited by our peers as a peer company more often than Itron.
Compensation Philosophy and Process
OUR COMPENSATION PHILOSOPHY B&W operates in a challenging, continually changing and highly competitive market. We know that attracting, developing and retaining qualified executives who increase stockholder value by achieving our financial and strategic growth plans remains key to our success. We emphasize pay-for-performance, rewarding those who achieve or exceed their goals, and we use short-annual cash incentives and equity or other long-term incentives to drive continuedfor strong results for our stockholders.
Our compensation program is designed to: •
Incent and reward annual and long-term performance; •
Set rigorous, but motivating goals; •
Align interests of B&Wour executives with our stockholders; and •
Attract and retain well-qualified executives. The Compensation Committee generally works with management and Hay Group, an external advisory firm, to help ensure the compensation program aligns with industry standards and has a balanced design that will achieve the desired objectives. The roles and the responsibilities of the Compensation Committee, B&W Managementmanagement and Hay Groupour independent compensation consultant for 2023 are summarized here. Compensation Committee (FourThree Independent Directors)Directors) Establishes•
Established and implementsimplemented our executive compensation philosophy; Aims
•
Aimed to ensure the total compensation paid to our NEOs and other executives iswas fair and competitive, and motivatesmotivated high performance; and Subscribes
•
Subscribed to a “pay-for-performance” philosophy when designing executive compensation programs that intended generally to place a substantial portion of aneach executive’s target compensation “at risk” and make it performance-based, where the value of one or more elements of compensation iswas tied to the achievement of financial and/or other measures the Company considerswe considered important drivers in the creation of stockholder value;value. Engages Hay Group as its outside consultant for executive and director compensation matters to regularly review the design of our executive compensation programs; and
Works directly with Hay Group on B&W’s Chief Executive Officer’s compensation.
B&W Management Prepares•
Prepared information and materials for the Compensation Committee relevant to matters under consideration by the Compensation Committee; B&W’s Chief Executive Officer provides
•
Messrs. Young and Salamone each provided recommendations regarding compensation of certain of the other NEOs; and B&W’s Chief Executive Officer and senior HR personnel attend Compensation Committee meetings and, as
•
As requested by the Compensation Committee, participate in deliberationsMessrs. Young and Salamone and senior human resources personnel attended Compensation Committee meetings and provided input on our executive compensation program (other than their own)own compensation levels).
Hay Group (Consultant to our Compensation Committee)
ProvidesIn 2023, we hired Willis Towers Watson (WTW) as an independent compensation consultant to:
•
Provide the Compensation Committee with information and advice on the design structure and levelstructure of executive and director compensation; Attends Compensation Committee meetings, including executive sessions, to advise on compensation discussions
Reviews•
Provide market survey and proxy compensation data for benchmarking; Advisescomparative market analysis (competitive market data for the Compensation Committee’s executive compensation decisions is drawn from the WTW Executive Compensation Survey). The Committee considers the WTW Executive Compensation Survey generally, to inform its business judgment, does not set compensation levels at any particular benchmark level against the survey data, and considers the survey data generally without particular focus on selecting an appropriate peer group;any one specific company or group of specific companies included in the survey data;
Advises
•
Advise the Compensation Committee on external market factors and evolving compensation trends; and Provides
•
Provide the Company assistance with regulatory compliance and changes regarding compensation matters. Although Hay Group works with our
During 2023, management on various mattersengaged WTW to perform other broad-based compensation and benefits consulting work for whichthe Company. Although the Compensation Committee is responsible, our management doesdid not direct or overseespecifically approve these other engagements, the retention or activitiesCompensation Committee has reviewed the other services provided by WTW and, after consideration of Hay Group. Following a reviewsuch services and assessmentother factors prescribed by the SEC for purposes of assessing the independence of Hay Group, the Compensation Committee concluded, after consideration of all relevant factors, specifically including six consultant independence factors under Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act,compensation advisors, has determined that no conflictconflicts of interest has been raised byexist between the Company and WTW (or any individuals working on the Company’s account on WTW’s behalf). During 2023, WTW received $309,167.38 in fees for providing services to the Company for work of Hay Group. The aggregate amount paid by B&Wother than with respect to Hay Group in 2016 for executive and director compensation, and WTW received $138,418.20 for its services was $122,944,with respect to executive and for additional services was $529,250. The additional services, which consisted of leadership development programs, were agreed to with Korn Ferry prior to the merger of Korn Ferry and Hay Group in December 2015. These additional services were recommended by management and were approved by the Compensation Committee.director compensation.
Plan Design and Risk Management B&W subscribesWe subscribe to a “pay-for-performance” philosophy. As such:
Incentive Compensation Tied to Performance -- A substantial portion of — Generally, our participating NEOs’ targetannual cash incentive compensation is “at risk,” with the value of one or more elements of compensation tied to the achievement of financial and/orand other measures the Company considerswe consider important drivers of stockholder value. Stock Options Link Compensation to Stock Price Improvement -- Stock options are granted with an exercise price equal to 100% of the fair market value of the Company’s common stock on the date of grant. As a result, an option’s value is based exclusively on improvements in stock price from the price on the date of grant. For that reason, the Company considers stock options to be performance-based.•
Emphasis on Long-Term Incentive Over Annual Incentive Compensation — Long-term incentive compensation for our NEOs makes up a larger percentage of target total direct compensation than annual incentive compensation. Incentive compensation helps drive performance and align the interests of employees with those of stockholders. By tying a significant portion of total direct compensation to long-term incentives over a three-year period, we promote longer-term perspectives regarding Company performance.
Long-TermEquity Incentive Compensation Subject to Forfeiture for BadCertain Acts — The Compensation Committee may generally terminate any outstanding equity awardawards if the recipient (1) is convicted of a misdemeanor involving fraud, dishonesty or moral turpitude or a felony, or (2) 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 IncentiveEquity Compensation Subject to Clawbacks — Incentive compensation awards include provisions allowing us to recover excess amounts paid to individuals who knowingly engaged in a fraud resulting in a restatement.accordance with our clawback policy (discussed below). 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 each of the annual and long-term incentive compensation programs is capped at 200% of target.
Use of Multiple and Appropriate Performance Measures — We use multiple performance measures 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 goals. Our financial performance measures are based on operating income, free cash flow, return on invested capital, relative total stockholder return and earnings per share. Operating income and free cash flow maintain the focus on operational performance while earnings per share, return on invested capital and relative total stockholder return maintain a focus on longer-term metrics that help drive stockholder value.•
Stock Ownership Guidelines — Our executive officers and directors are subject to stock ownership guidelines, which help to promote longer-term perspectives and align the interests of our executive officers and directors with those of our stockholders. The Compensation Committee reviewsreviewed the risks and rewards associated with our employee compensation programs. The programs arewere designed with features that mitigate risk without diminishing the incentive nature of the compensation. We believe our compensation programs encourage and reward prudent business judgment and appropriate risk-takingrisk- taking over the short term and the long term. Management and the Compensation Committee do not believe any of our compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company.
us.
2016Key 2023 Compensation Decisions
BASE SALARIES We generally target base salaries for our NEOs at median (+/- 15%) of a survey group using data furnished by our independent compensation consultant, Hay Group. The Compensation Committee used Hay Group’s Industrial Executivebelieves that the payment of a competitive base salary is a necessary element of any compensation program. Base salary levels also affect short-term cash incentive compensation because each NEO’s target opportunity is expressed as a percentage of base salary.
In setting base salaries, the Compensation Survey for this purpose. It also considered publicly availableCommittee considers, among other things, comparability to compensation practices and compensation data from the custom peer group described above comprised of 16 companies with whom we compete for executive talent from the engineering and construction, aerospace and defense, heavy electrical equipment and industrial machinery industries. Inindustries, our financial resources, our contractual obligations to our NEO’s and certain third party service providers, as well as the caselevel of Mr. Ferlandexperience and Ms. Apker,expertise of individuals. No particular weight is assigned to any individual item. The following table shows the Compensation Committee used the peer group data to validate the ranges established using the survey data provided by Hay Group to set new base salaries for both of them. For purposes of this evaluation, it was the survey results themselves, and not the identities of the particular entities surveyed, that was material. For more information regarding this comparative compensation information, see "Peer Group" above. We followed our normal compensation process and made certain adjustments to2023 annual base salary rates effective as of April 1, 2016, as follows:
2016 BASE SALARY ADJUSTMENTS
| | | | | | NAME | BASE SALARY AT JAN. 1, 2016 | BASE SALARY AT APRIL 1, 2016 | PERCENTAGE INCREASE | | E. James Ferland | $978,500 | $978,500 | 0% | Jenny L. Apker1 | $375,000 | $435,000 | 16% | | Mark A. Carano | $422,300 | $425,000 | 0.6% | | Elias Gedeon | $386,200 | $390,000 | 1.0% | | Wendy S. Radtke | $355,000 | $360,000 | 1.4% | | Peter J. Goumas | $310,000 | $315,000 | 1.6% |
1
1Salary increase for Ms. Apker was made to bring her salary more in line with the average of the median survey data ($396,800) and the median peer proxy data ($475,000) for a chief financial officer.
ANNUAL CASH INCENTIVES
We provide our NEOs with an annual incentive compensation program that rewards participating executives for three areas of performance:
70% based on achievement of pre-established financial goals;
10% based on achievement of pre-established safety goals; and
20% based on an assessment of pre-established individual performance goals.
Each NEO had a target annual incentive award based on a percentage of base salary (referred to as the “target award percentage”). The final award could range from 0% to 200% of the target based on actual performance results. The target award percentages were establishedapproved by the Compensation Committee based on a reviewfor each of Hay Group’s survey data, andthe NEOs.
| | NAME | | | ANNUAL BASE SALARY
AS OF JANUARY 1, 2023 | | | ANNUAL BASE SALARY AS
OF DECEMBER 31, 2022 | | | PERCENTAGE
INCREASE | | | | Louis Salamone Jr. | | | | $ | 525,000 | | | | | $ | 500,000 | | | | | | 5% | | | | | Jimmy B. Morgan | | | | $ | 550,000 | | | | | $ | 525,000 | | | | | | 5% | | | | | John J. Dziewisz | | | | $ | 450,000 | | | | | $ | 425,000 | | | | | | 6% | | | | | Joseph T. Buckler | | | | $ | 400,000 | | | | | $ | 271,625 | | | | | | 32% | | | | | Christopher S. Riker | | | | $ | 400,000 | | | | | $ | 257,500 | | | | | | 36% | | |
The 2023 salary increases for our NEOs were approved by the Compensation Committee in its judgment, taking into account each NEO’s experience, rolethe factors noted above. In particular, the salary increases for Messrs. Buckler and scopeRiker reflected their increased level of duties. Inresponsibility within the case of Mr. Ferlandcompany and Ms. Apker, the review also included Hay Group's peer group data. We generally target annual incentives for our NEOs at median (+/- 15%) of market. The following table summarizes the target award percentages for each NEO: TARGET AWARD % FOR 2016 ANNUAL INCENTIVE AWARD
| | | NAME | TARGET AWARD % | E. James Ferland | 100% | Jenny L. Apker1
| 70% | Mark A. Carano | 60% | Elias Gedeon | 60% | Wendy S. Radtke | 60% | Peter J. Goumas | 55% |
1Target annual incentive award was increased from 60% to 70% for Ms. Apker to bring her annual incentive more in line with the average of the medianexecutive survey data ($261,000) and the median peer proxy data ($358,000) forwas taken into consideration.
As discussed above, Mr. Young continued to receive his annual salary from B. Riley Financial, Inc., while we paid compensation with respect to Mr. Young pursuant to a chief financial officer.third-party arrangement.
ANNUAL CASH INCENTIVES
2016 ANNUAL INCENTIVE PAYOUT
As described in more detail below, based on our 2016 performance, the annual incentive payout for our NEOs was $0.
2016 ANNUAL INCENTIVE AWARD DESIGN
The Compensation Committee determined that the 2016 annual incentive award would be made up of three components, as follows:
| | | | | COMPONENT | WEIGHTING | MEASURES | PAYOUT CALCULATION | Financial | 70% | Operating income (45%)
Free cash flow (25%)
| Range from 0% – 200% based on achievement against goals
Result referred to as “Financial Multiplier”
| Safety | 10% | Total recordable incident rate (5%) Days away, restricted or transferred rate (5%) | Range from 0% – 100% Multiplied by “Financial Multiplier” | Individual | 20% | Assessment of pre-established individual performance goals | Range from 0% – 100% Multiplied by “Financial Multiplier” |
For the financial performance component, our Compensation Committee determined that operating income and free cash flow goals aligned our NEOs with our key business goals related to creating profitable organic growth and enhanced free cash flow across our range of global markets. For this purpose:
operating income means revenue less cost of operations, research and development costs, selling, general and administrative expenses, losses on asset disposals and impairments. Operating income also includes the net impact of equity in income of investees.
free cash flow means our net cash flow from operating activities (operating cash flow) less capital expenditures.
In order for these measures to reflect core operating results, the Compensation Committee determined that the measures should be adjusted for the following items: pension and other post retirement benefit mark-to-market gains and losses, restructuring charges, expenses related to the spin-off transaction, asset impairments, losses in respect of legal proceedings and dispute resolutions and other non-recurring or unusual items that would have the potential to create misalignment between our annual incentive program and long-term operating objectives. For purposes of free cash flow, the Compensation Committee also determined that variances from the budgeted income tax rate should also be excluded. Without these adjustments, incentive payouts may not accurately reflect management’s performance. The Compensation Committee believes that the target levelsproviding an annual cash incentive opportunity is an important element of any compensation program, which motivates management to achieve thoughtfully determined strategic objectives, including financial performance represented rigorous goalsobjectives.
Annual Cash Incentive Plan Our NEOs were provided a performance bonus opportunity under our Annual Cash Incentive Plan (the “AIP”) for 2023.
Adjusted EBITDA was selected as the only metric under the AIP for 2023 because of the importance that were reasonably achievablethe Board and representedmanagement placed on growing earnings. Each NEO had a level of financial performance that would drive creation of stockholder value.The target level of operating income performance was based on“target” bonus opportunity (expressed as a budget to grow substantially the Company's earnings per share for 2016 over 2015, and the target level of free cash flow performance was based on converting a high percentage of net income to cash. The Compensation Committee also establishedthe NEO’s annual base salary) under the AIP. If the Company’s 2023 adjusted EBITDA (determined after taking into account the payment of bonuses) was at a threshold“threshold”, “target” or “maximum” level of performance, below which no annual incentive award25%, 100%, 120%, respectively, of each NEO’s target bonus level would be earned and a maximum level of performance above which no more than 200% of the target award amount would be earned. There is no annual incentive payout under any of the components described above if operating income is below the threshold level. The following table summarizes the financial goals that the Compensation Committee established for 2016:
2016 FINANCIAL PERFORMANCE GOALS
| | | | | PERFORMANCE
LEVEL | INCENTIVE PAYOUT %* | OPERATING
INCOME | FREE CASH
FLOW | Below threshold | 0% | Less than $85.1 million | Less than $48.9 million | Threshold | 50% | $85.1 million | $48.9 million | Target | 100% | $106.4 million | $69.8 million | Maximum | 200% | $127.7 million or more | $90.7 million or more |
*The payout percentage is proratedpaid, with payment determined on a straight-line basis for resultsperformance between these levels, and no payment made if performance fell below the threshold level.
In setting target bonus opportunities, the Compensation Committee considers, among other things, comparability to compensation practices and compensation data from companies with whom we compete for executive talent from the engineering and construction, aerospace and defense, heavy electrical equipment and industrial machinery industries, our financial resources, our contractual obligations to our NEO’s and certain third party service providers, as well as the level of experience and expertise of individuals. No particular weight is assigned to any individual item. The Compensation Committee set the following target or betweenbonus levels for our NEOs under the 2023 AIP: Mr. Young (payable to B. Riley Financial, Inc.) — $750,000, Mr. Salamone — $393,750, Mr. Morgan — $192,500, Mr. Dziewisz — $157,500, Mr. Riker — $140,000 and Mr. Buckler — $140,000. The Compensation Committee believes that our forecasting process produces rigorous goals that are challenging, yet attainable if the businesses perform as expected. As a result, the Compensation Committee set the threshold, target and maximum. The Compensation Committee also approved safety goals for 2016. These goals emphasize our strategic business goal of maintaining our commitment to safety. The goals relate to two components of measuring safety results:
Total Recordable Incident Rate (TRIR), which measures the rate of recordable workplace injuries, and
Days Away, Restricted or Transferred (DART), which measures injuries resulting in lost or restricted days.
TRIR and DART each account for 5% of the total annual incentive payout, and the target levels of performance were based on a 5% reduction in the Company's three-year trailing average for each of these metrics. For 2016, the Compensation Committee established the target for TRIR at 1.23 and the target for DART at 0.50.
For each goal, there is a threshold level of performance at which 50% of the target incentive is earned (and below which no incentive is earned), and a target level of performance at which 100% of the target incentive is earned. The final level of safety achievement is also multiplied by the Financial Multiplier, so that the portion earned based on safety results is also tied to our financial performance.
Individual performance is generally assessed against individual goals and performance priorities established early in the year for each NEO. Individual performance goals allow the Compensation Committee to differentiate final annual incentive awards for each NEO based on the Committee’s informed judgment,adjusted EBITDA (determined after taking into account individual effortsthe payment of bonuses) for purposes of the 2023 AIP at $107 million, $120 million, and achievements in their respective areas of responsibility. The performance assessment may result in an individual performance result that ranges from 0% to 100% of target. Each NEO’s individual performance result is multiplied by the Financial Multiplier, so that the portion earned based on individual performance is also tied to our financial performance.$124 million, respectively.
2016 FINANCIAL PERFORMANCE RESULTS
In early 2017,2024, our Compensation Committee reviewed the 2016our 2023 financial performance results and safety performance results. For 2016 annual incentive compensationdetermined that for purposes of our consolidated operating incomeAIP, our adjusted EBITDA was $(15.0) million. In accordance with our 2016 annual incentive plan design, this amount included a net upward adjustment from our 2016 GAAP operating income result, largely to exclude the effect of a mark-to-market pension accounting loss, as well as restructuring charges, asset impairments and other non-recurring or unusual items that had the potential to create a misalignment between our annual incentive program and long-term operating objectives, or otherwise may not have accurately reflected management’s 2016 operating performance. For 2016 for incentive compensation purposes,$79.1 million (additional information regarding adjusted EBITDA can be found in Appendix A). Accordingly, we generated adjusted free cash flow of $9.0 million.
We did not achieve ourthe threshold operating incomeadjusted EBITDA goal for 2023 under the AIP, and as a result the financial2023 AIP payout percentage was determined to be 0%. This payout percentage is also the “Financial Multiplier” used for the safety and individual performance portions of the award as described below. The following table, which summarizes how the Company performed relative to the financial goals established byall participants.
LONG-TERM CASH INCENTIVE AWARDS On May 02, 2023, the Compensation Committee showsapproved and established a long-term cash incentive structure for certain eligible employees including all of the final Financial Multiplier.NEOs. The long-term cash incentive awards were designed to incentivize growth in our adjusted EBITDA over the two-year performance period covered by the awards (2023 and 2024). Each recipient of a long-term cash incentive award has a bonus opportunity based 50% on our adjusted EBITDA for 2023 and 50% on our adjusted EBITDA for 2024. The adjusted EBITDA goal for the portion of the long-term cash incentive awards for our NEOs corresponding to 2023 was $105 million. In addition, the awards promote retention of key employees as the recipient will only earn a bonus if the recipient remains employed with the Company or one of its subsidiaries through December 31, 2025 (except that the Compensation Committee may pay up to half of any such bonus opportunity corresponding to 2023 or 2024 following the end of that year if the participant ceases to be employed with the Company or one of its subsidiaries prior to December 31, 2025). The total long-term cash incentive opportunity for each of our NEOs is as follows: Kenneth M. Young- $1,500,000; Jimmy B. Morgan- $1,100,000; Louis Salamone- $1,100,000; John Dziewisz- $900,000, and Chris Riker — $800,000. Our actual adjusted EBITDA achieved for 2023 was $79.1 million. Accordingly, none of our NEOs earned the 2023 portion of his long-term cash incentive award. 2016 FINANCIAL PERFORMANCE PAYOUT PERCENTAGEEQUITY INCENTIVE AWARDS
| | | | | | | | | | METRIC | THRESHOLD | TARGET | MAX | ACTUAL | WEIGHTING | RESULT | | Operating Income (45%) | Goal | $85.1 million | $106.4 million | $127.7 million | $(15.0) million | | | | Payout % | 50% | 100% | 200% | | 45/70 | 0% | | Free Cash Flow (25%) | Goal | $48.9 million | $69.8 million | $90.7 million | $9.0 million | | | | Payout % | 50% | 100% | 200% | | 25/70 | 0% | | | | | | | Financial Payout % | 0% |
The Compensation Committee reviewedbelieves that it is important to attract and retain qualified personnel by offering an equity-based program that is competitive and that is designed to encourage each of our NEOs to balance short-term Company goals with long-term performance relativeand to foster executive retention. However, taking into account equity awards that had been granted to our NEOs in the safety goals described above for 2016past and determined that remained outstanding, concerns regarding the Company significantly improved its safetydilutive impact of new equity awards and that our general short-term performance as measured by both TRIR and DART. However, there was no payout for either of these metrics because the applicable Financial Multiplier for 2016 was 0%. With respect to the performance of the NEOs relative to their individual goals,had fallen below expectations, the Compensation Committee determined that the annual incentive payout was $0 for this metric as well because the Financial Multiplier was 0%. The following table summarizes the 2016 award calculation. The total amount for each NEO other than Mr. Goumas appears in the Summary Compensation Table as 2016 compensation under “Non-Equity Incentive Plan Compensation.” As a result of his separation from service with the Company during the 2016 fiscal year, Mr. Goumasit was not entitledappropriate to any payout (even ifgrant equity awards to our NEOs in 2023. The one had been earned) under the 2016 annual incentive program. However, he did receive certain severance compensation and benefits as described below under "Other Compensation Practices and Policies."
2016 TOTAL ANNUAL INCENTIVE AWARD
| | | NAME | TOTAL AWARD | E. James Ferland | $0 | Jenny L. Apker | $0 | Mark A. Carano | $0 | Elias Gedeon | $0 | Wendy S. Radtke | $0 |
LONG-TERM INCENTIVE AWARDS
We provide long-term incentive compensation awards inexception was that Mr. Morgan received a mixgrant of stock options, time-vesting49,010 restricted stock units (RSUs) and performance-vesting restricted stock units (PSUs) granted duringon May 2, 2023 to reward his contributions to the first quarter each year in the following proportions:closing of an important waste to energy project.
20% stock options;OTHER OUTSTANDING RETENTION AWARDS
20% time-vesting RSUs; and
60% PSUs.
The aggregate value of the awards granted each year is generally based onIn March 2022, the Compensation Committee's review of long-term incentive compensation awardCommittee awarded retention bonus opportunities based on Hay Group’s survey data described above, and taking into account each NEO’s experience, role and scope of duties, in order(the “Retention Bonuses”) to provide competitive long-term incentive opportunities. In the case of Mr. Ferland and Ms. Apker, the review also included Hay Group's peer group data. We generally target long-term incentives for our NEOs at median (+/- 15%) of market. For Mr. Ferland, the target award value for his long-term incentive awards represented nearly 70% of his total 2016 salary and target annual and long-term incentive compensation opportunity, placing significant emphasis for him on creation of long-term stockholder value.
The mix of award types is intended to balance the compensation objectives of encouraging sustainable, long-term financial performance with executive retention. Use of equity-based awards, together with our meaningful stock ownership requirements, is also intended to align the interestsall of our NEOs, withand to other employees who satisfied certain eligibility criteria. The Compensation Committee
determined that the long-term interests ofRetention Bonuses were appropriate given our stockholders, which is another important objective of our executive compensation program. 2016 PSU awards vest from 0% to 200% of the amount of initial shares granted depending 60% on the level of cumulative adjusted diluted earnings per share, 20% on average annual return on invested capital (“ROIC”) and 20% on relative total shareholder return attained from January 1, 2016 to December 31, 2018 (the “Performance Period”). We believe that over the long-term, there is a high degree of correlation between adjusted earnings per share and stock price. Accordingly, we use adjusted earnings per share in long-term stock-based compensation to more closely align our goals with stockholder interests. We also use relative total shareholder return as a performance metric to promote management focus on our company’s performanceemployees’ efforts relative to peer companies in the industries in which we operate. ThisCompany’s strong financial performance metric comparesduring 2021, the company’s total shareholder return overfact that annual incentives under the Performance Period to that of2021 EICP did not pay out because the companiesperformance target was narrowly missed as discussed in our custom peer group (as described under "Peer Group" above). Finally, including ROIC helps promote focus on asset utilization. We believe using different performance measures for long-term incentive compensation than in2022 proxy statement, and the annual incentive compensation program reducesneed to retain our leadership team and key talent. The Retention Bonuses granted to the focus on a single metric atNEOs were as follows: Kenneth M. Young- $1,000,000 (which was paid to the expenseB. Riley Affiliate); Jimmy B. Morgan- $300,000; Louis Salamone- $300,000; John Dziewisz- $300,000, Joe Buckler — $100,000 and Chris Riker — $100,000. Vesting of others, thereby helping to mitigate risk related to incentive compensation.
For each performance measure, results at the threshold, target and maximum goals produce vesting at 50%, 100% and 200%, respectively, of the portion of the PSUs granted that areNEO Retention Bonus is subject to that performance measure. Vesting for performance results between threshold and target or target and maximum is determined by linear interpolation. No amount will vestthe recipient’s employment with respect to any performance measure unless at least threshold results are attained. The Compensation Committee set target and maximum goals based on the sum of adjusted earnings per share estimates for each year of the Performance Period. To complement and leverage financial results that may be achieved under the annual incentive compensation element, we derived the threshold for cumulative earnings per share from the operating income target goal used in 2016 annual incentive compensation and assumed substantial operating income growth for target and maximum goals. We set threshold, target and maximum goals for average ROIC at levels that the Compensation Committee determined to be appropriate based on management’s projections of our financial results for the Performance Period.
We do not disclose the specific, forward-looking diluted earnings per share or ROIC goals that we established for the PSU awards granted in 2016 in this proxy statement because (1) these goals relate to executive compensation to be earned and/or paid in future years and do not affect a fair understanding of the NEOs’ compensation for 2016, and (2) we believe that disclosure of such goals whileus through the applicable performance periodvesting date, with full vesting if the recipient’s employment is ongoing wouldterminated without cause us competitive harm. However, we expector due to disclose such goals in future proxy statements once the applicable performance period has ended as part of our discussion and analysis about the amounts earned by the NEOs under these awards. In setting the applicable target levels, the Compensation Committee considered how achievement of the performance goals could be impacted by events expectedrecipient’s death or disability. Vesting is scheduled to occur in 36 monthly installments beginning March 2022 and ending with February 2025.
BENEFITS To the coming years. We believe that the threshold goals have been established at levels that should be appropriately difficult to attain, and that the target goals will require considerable and increasing collective effort on the part of our employees, including ourextent they are eligible, NEOs to achieve. Achievement of the maximum goal is considered to be a stretch goal given current market conditions. The PSU grants made in 2016 for the NEOs are set forth in the 2016 Grants of Plan-Based Awards table of this proxy statement.
With respect to the relative total shareholder return performance metric, we set threshold performance at the 25th percentile of our custom peer group, target performance at the 50th percentile, and maximum performance at the 75th percentile of our custom peer group.
Stock options and RSUs generally vest ratably over three years.
The following table summarizes the aggregate target 2016 long-term incentive awards for each NEO:
2016 LONG-TERM INCENTIVE AWARDS
| | | NAME | TARGET VALUE LTI1
| E. James Ferland | $ 4,200,000 | Jenny L. Apker | $ 600,000 | Mark A. Carano | $ 450,000 | Elias Gedeon | $ 325,000 | Wendy S. Radtke | $ 325,000 | Peter J. Goumas | $ 275,000 |
1The value of the target long-term incentive awards represents the nominal value used to determine the number of RSUs, PSUs or stock options granted, taking into account the vesting schedule of the awards, rather than the grant date fair value computed for financial reporting purposes. See the “2016 Grants of Plan-Based Awards” table for more information regarding the stock and option awards.
2016 LONG-TERM INCENTIVE PERFORMANCE UPDATE
Our 2016 financial results will make it difficult to achieve a threshold level of performance for our 2016 long-term incentive awards when performance is measured at the end of the three-year performance cycle, which is a further reflection of our strong pay-for-performance philosophy.
OUTSTANDING SPIN-OFF AWARDS – LONG-TERM PERFORMANCE AND RETENTION
In 2015, BWC approved certain long-term arrangements designed to ensure management continuity through and after the spin-off that were in addition to the long-term incentive awards described above. Among other things, BWC approved a Restructuring Transaction Retention Agreement with Mr. Ferland. Pursuant to his retention agreement, in recognition of Mr. Ferland’s unique skills and industry background, and to further encourage his continued service to our company after the spin-off, BWC granted him a cash retention award equal to two times the sum of his 2014 annual base salary rate and target annual incentive award (a total of $3,800,000), which generally vests 50% on the second anniversary of the spin-off in 2017 and 50% on the third anniversary of the spin-off in 2018. Because this is a cash-based award, amounts will appear in the Summary Compensation Table in the year earned and paid, rather than in the year of grant. BWC believed this arrangement was fair and reasonable, especially in light of the fact that the Board asked Mr. Ferland to remain with the smaller of the two companies following the spin-off. BWC also believed that these arrangements would result in the best opportunities to create shareholder value in the future.
Other Compensation Practices and Policies
BENEFITS
NEOsmay participate in the Company’sour tax-qualified 401(k) plan and various health and welfare plans on the same basis as other eligible employees of the Company. The 401(k) plan includes employera Company matching contributions and service-based employer contributions, ranging from 3%benefit up to 8%5% of eligible compensation for participants who are not eligible for a defined benefit pension plan. The Compensation Committee views these benefit plans as customary arrangements and a standard part of a competitive total compensation package.plan participants.
Certain NEOs have also receive limited perquisites for items such as financial planning, an annual executive physical, annual airline club membership and certain spousal travel expenses. NEOs are also eligible to participateparticipated in twothe non-qualified defined contribution retirement plans,plan, referred to as the “Restoration Plan” and. In November 2019, the “Supplemental Executive Retirement Plan” (or “SERP”). Both plans permit our NEOs to choose to defer eligible compensation above the limited amounts permitted under the 401(k) plan. The Restoration Plan also provides for an employer match and service-based employer contribution on the same basis as under the 401(k) plan but without regard to certain limits that otherwise apply to the 401(k) plan under U.S. Internal Revenue Code rules. The SERP also provides for an additional discretionary employer contribution for eligible employees, which in recent years has equaled 5% of prior year salary and bonus. The Compensation Committee believes that the opportunitieselected to defer compensationfreeze all employee deferrals and receive employerCompany contributions under bothto the Restoration Plan and the SERP reflect competitive market practices and provide our NEOs with reasonable retirement benefit opportunities given theirrespect to compensation and given that they do not participate in any qualifiedearned beginning on or non-qualified defined benefit pension plans. Neither the Restoration Plan nor the SERP provides for above-market earnings on any deferred amounts.after January 1, 2020. See “Non-qualified“2023 Non-qualified Deferred Compensation” for additional information about these plans.
SEVERANCE AND CHANGE IN CONTROL PROTECTION NEOs who participate in our Executive Severance and Change in Control Protection NEOsPlan are eligible to receive certain severance benefits in case of an involuntary termination without "cause,"“cause,” including a termination for "goodresignation by the executive due to certain adverse changes in employment that constitute “good reason." Different provisions apply for” Messrs. Morgan, Dziewisz, and Riker participate in the Executive Severance Plan. We have also entered into an involuntary terminationemployment agreement with Mr. Salamone that occurs before or followingprovides similar severance benefits. We have also entered into a separate change in control agreement with certain officers elected prior to August 4, 2016, including Mr. Morgan (but none of the Company. Severance benefits for a termination occurring before a change in control are generally provided for Mr. Ferland under an employment agreementother NEOs) that became effective upon the spin-off, and for the other NEOs in accordance with the Company’s Executive Severance Plan. Severanceprovide severance benefits for an involuntary termination during a 2-yeartwo-year protected period following a change in control are provided under a separate change in control agreement with each NEO. These agreements, which were amended in 2016 to make certain clarifying changes and to provide for an additional airline club membership, require both a change in control and a "Covered Termination" (i.e.,(in other words, a double trigger) for any payments thereunder.. The Compensation Committee believes the amounts of severance payablebenefits provided to these NEOs are reasonable in both amount and type. The change in control agreementsThese arrangements do not provide for any tax gross-ups. Mr. Ferland’s employment agreement and theThe change in control agreementsagreement with each NEO includeMr. Morgan includes covenants regarding protection of confidential information, non-solicitation of employees and customers and non-competition as a condition to the severance benefits. Our equity grant agreements also provide for double-trigger vesting upon a change in control. See
The severance benefits provided to these NEOs are further described below under “Potential Payments Upon Termination or Change in Control” for additional details.Control.” The Compensation Committee believes that these agreementsarrangements serve a number of important purposes for our stockholders. They help us attract and retain top quality executives and represent standard arrangements at most public companies as part of a competitive total compensation package. The change in control agreements also better allow executives to objectively evaluate potential transactions. Effective as of the spin-off, our employment agreement with Mr. Ferland went into effect. The employment agreement governs the basic terms and conditions of Mr. Ferland’s employment. The agreement provides for a minimum level of base salary, participation in our annual and long-term incentive programs, and certain other customary benefits. The employment agreement has an initial term of one year, but will generally automatically renew for additional one-year terms unless notice of termination is given by either party. In the event of a termination of employment, Mr. Ferland may be entitled to severance compensation under the employment agreement, as further described under “Potential Payments Upon Termination or Change in Control.”STOCK OWNERSHIP REQUIREMENTS
Separation Arrangement with Mr. Goumas
Mr. Goumas' employment with the Company ceased in June 2016. In connection with his separation, he entered into a separation agreement, under which he will receive (in addition to certain compensation and benefits otherwise already accrued): (1) payment of $30,894 for accrued and unpaid vacation; (2) a lump sum cash severance payment of $971,300; (3) a payment of $12,472 representing continued COBRA premiums for nine months following termination; and (4) pro-rata vesting of his outstanding equity awards (valued at approximately $193,694). For additional information regarding these payments and benefits, see "Potential Payments Upon Termination or Change in Control" below.
Stock Ownership Requirements
The Company maintainsWe maintain stock ownership guidelines for executives.that apply to our NEOs. These guidelines establish minimum stock ownership levels of two to five times annual base salary for executives. The ownership multiples applicable to our continuing NEOs are:
Mr. Ferland –•
CEO — Five (5) xtimes base salarysalary; and •
Other NEOs –— Three (3) xtimes base salarysalary. Continuing NEOs have five years to achieve their respective minimum ownership levels. The Governance Committee As of March 1, 2024, each of our NEOs then employed with us satisfied the Company annually reviews the compliance with these guidelines and has discretion to waive or modify theapplicable guideline level of stock ownership guidelines. All NEOs are currently in compliance with our stock ownership guidelines. NEOs are expectedor were within the five-year period to hold 100% ofsatisfy the net shares issued to them under our long-term incentive plan, and should not sell or otherwise dispose of any other shares of Company common stock unless they have met their respective guideline.guidelines. No Hedging or Pledging Transactions
NO HEDGING OR PLEDGING TRANSACTIONS We maintain a policy that prohibits all directors, officers and employees from trading in puts, calls or other options on Companyour common stock or otherwise engaging in hedging transactions that are designed to hedge or offset any decrease in the market value of Companyour common stock. The directors, officers and employees are also prohibited from pledging Companyour securities and engaging in short sales of Companyour securities. Compensation Recovery (Clawback) PolicyCOMPENSATION RECOVERY (CLAWBACK) POLICY
All annualIn accordance with SEC and long-termNYSE requirements, the Board has adopted an executive compensation recovery policy regarding the adjustment or recovery of certain incentive compensation awards include provisions allowingor payments made to current or former executive officers in the Companyevent that we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. In general, the policy provides that, unless an exception applies, we will seek to recover excess amounts paidcompensation that is awarded to individuals who knowingly engagedan executive officer based on the Company’s attainment of a financial metric during the three-year period prior to the fiscal year in a fraud resulting in a restatement.which the restatement occurs, to the extent such compensation exceeds the amount that would have been awarded based on the restated financial results.
Timing of Equity Award ApprovalsTIMING OF EQUITY AWARD APPROVALS
To avoid timing stock awards ahead of the release of material nonpublic information, the Compensation Committee generally approves the annual stock option and other stock awards effective as of the third day following the filing of the Company’sour annual report on Form 10-K or quarterly report on Form 10-Q with the Securities and Exchange Commission.SEC. Tax ConsiderationsTAX CONSIDERATIONS
Under Section 162(m) of the Internal Revenue Code,Federal income tax law generally prohibits a publicpublicly-held company like B&W is generally limited to a $1 million deduction forfrom deducting compensation paid to a current or former named executive officer that exceeds $1 million during the tax year. Certain awards granted before November 2, 2017 that were based upon attaining pre-established performance measures that were set by the Company’s Compensation Committee under a plan approved by the Company’s stockholders, as well as amounts payable to former executives pursuant to a written binding contract that was in effect on November 2, 2017, may qualify for an exception to the $1 million deductibility limit.
As one of the factors in its Chief Executive Officer or anyconsideration of its three other most highly compensated executive officers (other than the Chief Financial Officer) who are employed at year-end. This limitation does not apply to compensation that qualifies under Section 162(m) as “performance-based compensation.” Some compensation received by our NEOs may exceed the applicable Section 162(m) deduction limit and not otherwise qualify as “performance-based compensation.” Whilematters, the Compensation Committee retains discretion to make compensation decisions in light of a variety of considerations, compensation decisions for our NEOs are generally made after consideration of the Section 162(m) implications. Our 2015 LTIP and our Executive Incentive Compensation Plan (the "EICP") allownotes this deductibility limitation. However, the Compensation Committee has the flexibility to potentially design performance-basedtake any compensation-related actions that it determines are in the best interests of the Company and its stockholders, including awarding compensation awards that may not be fully deductible under Section 162(m). While the Company believes it is in the Company's and its stockholders' best interests to have the ability to potentially grant qualified performance-based compensation for purposes of Section 162(m) under the Company's executive compensation program, we may decide to grant compensationtax purposes. There can be no assurance that will not qualify as qualified performance-based compensation for purposes of Section 162(m). Moreover, even if we intend to grant compensation that qualifies as qualified performance-based compensation for purposes of Sections 162(m), we cannot guarantee that suchany compensation will so qualify or ultimately willin fact be deductible by the Company.deductible.
COMPENSATION COMMITTEE REPORT The following report of the Compensation Committee shall not be deemed to be “soliciting material” or to otherwise be considered “filed” with the SEC or be subject to Regulation 14A or 14C (other than as provided in Item 407 of Regulation S-K) or to the liabilities of Section 18 of the Securities Exchange Act, of 1934, as amended (the “Exchange Act”), nor shall such information be incorporated by reference into any future filing under the Securities Act, of 1933, as amended, or the Exchange Act, except to the extent that the Companywe specifically incorporatesincorporate it by reference into such filing. We, the members of the Compensation Committee set forth below, have reviewed and discussed the Compensation Discussion and Analysis with the Company’s management and, based on such review and discussions, we recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and the Company’s Annual Report onour Form 10-K for the year ended December 31, 2016.10-K. THE COMPENSATION COMMITTEEThe Compensation Committee
LarryAlan B. Howe (Chair)
Philip B. Moeller Rebecca L. Weyers, Chairman
Stephen G. Hanks
Thomas A. Christopher
Anne R. PramaggioreStahl
COMPENSATION OF NAMED EXECUTIVE OFFICERS The following table summarizes (as applicable) the 2016 and 2015 (and, where applicable, the 2014) compensation of each person who served as our Chief Executive Officer (“CEO”) during 2023, each person who served as our Chief Financial Officer and(“CFO”) during 2023, the three highest-paid executive officers other than the CEO and CFO who were still serving as executive officers as of December 31, 2016, plus2023, as well as one of our former executive who was no longer serving with us at the end of 2016.officers. We refer to these persons as our Named Executive Officers or NEOs. As applicable, the information included in these tables for fiscal years 2014 and 2015 reflects compensation earned by the individuals for service with BWC (with 2023 Summary Compensation Table | | NAME AND
PRINCIPAL
POSITION | | | | YEAR | | | | SALARY(1)
($) | | | | BONUS(2)
($) | | | | STOCK
AWARDS(3)
($) | | | | OPTION
AWARDS
($) | | | | NON-EQUITY
INCENTIVE
PLAN
COMPENSATION
($) | | | | Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($) | | | | ALL OTHER
COMPENSATION(4)
($) | | | | TOTAL
($) | | | | Kenneth M. Young
Chief Executive
Officer | | | | | | 2023 | | | | | | | 750,000 | | | | | | | 333,333 | | | | | | | 0 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 1,083,333 | | | | | | | 2022 | | | | | | | 750,000 | | | | | | | 277,778 | | | | | | | 2,145,000 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 3,172,778 | | | | | | | 2021 | | | | | | | 750,000 | | | | | | | — | | | | | | | 1,456,000 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 2,206,000 | | | | | Louis Salamone Jr.
Chief Financial
Officer | | | | | | 2023 | | | | | | | 525,000 | | | | | | | 100,000 | | | | | | | 0 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 9,844 | | | | | | | 634,844 | | | | | | | 2022 | | | | | | | 500,000 | | | | | | | 83,333 | | | | | | | 1,933,700 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 12,938 | | | | | | | 2,529,971 | | | | | | | 2021 | | | | | | | 475,000 | | | | | | | — | | | | | | | 769,000 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 1,244,000 | | | | | Jimmy B. Morgan
Chief Operating
Officer | | | | | | 2023 | | | | | | | 550,000 | | | | | | | 100,000 | | | | | | | 299,451 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 9,167 | | | | | | | 958,618 | | | | | | | 2022 | | | | | | | 525,000 | | | | | | | 83,333 | | | | | | | 1,919,850 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 12,500 | | | | | | | 2,540,683 | | | | | | | 2021 | | | | | | | 500,000 | | | | | | | 50,000 | | | | | | | 769,000 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 1,319,000 | | | | | John J. Dziewisz
Executive Vice
President & Corporate Secretary | | | | | | 2023 | | | | | | | 450,000 | | | | | | | 100,000 | | | | | | | 0 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 14,063 | | | | | | | 564,063 | | | | | | | 2022 | | | | | | | 425,000 | | | | | | | 83,333 | | | | | | | 1,034,500 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 15,800 | | | | | | | 1,558,633 | | | | | | | 2021 | | | | | | | 365,000 | | | | | | | — | | | | | | | 576,750 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 941,750 | | | | | Joseph T. Buckler
Former Sr. Vice President, Clean Energy(5) | | | | | | 2023 | | | | | | | 339,394 | | | | | | | 33,333 | | | | | | | 0 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 169,879 | | | | | | | 542,606 | | | | | | | 2022 | | | | | | | 271,625 | | | | | | | 27,778 | | | | | | | 882,500 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 15,262 | | | | | | | 1,197,165 | | | | | Christopher S. Riker
Sr. Vice President, Thermal Energy | | | | | | 2023 | | | | | | | 400,000 | | | | | | | 33,333 | | | | | | | 0 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 11,667 | | | | | | | 445,000 | | |
(1)
With respect to 2014), or both BWC and us (with respectMr. Young, represents consultant fees paid to 2015). As discussed below, references ina third party provider, for Mr. Young’s salary. Mr. Young serves as CEO pursuant to a consulting agreement with the following tables to stock awards and option awards relate to either BWC stock or our stock, depending on the timing of the grant and the reference date for the particular disclosure. 2016 Summary Compensation Table
| | | | | | | | | | | | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)(1) | BONUS ($) | STOCK AWARDS ($)(2) | OPTION AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION($)(3) | CHANGE IN PENSION VALUE AND NON-QUALIFIED DEFERRED COMPENSATION EARNINGS ($)(4) | ALL OTHER COMPENSATION ($)(5) | TOTAL ($) | | E. James Ferland | 2016 | $978,500 | — | $3,769,685 | $758,464 | $0 | N/A | $178,670 | $5,685,319 | | Chairman & Chief Executive Officer | 2015 | $971,375 | — | $6,155,436 | $1,428,006 | $1,187,770 | N/A | $154,759 | $9,897,346 | | 2014 | $937,500 | — | $3,320,748 | $1,299,160 | $1,090,031 | N/A | $252,219 | $6,899,658 | | Jenny L. Apker | 2016 | $420,000 | — | $538,498 | $108,357 | $0 | N/A | $63,895 | $1,130,750 | | Senior Vice President & Chief Financial Officer | 2015 | $335,000 | — | $976,692 | $153,012 | $228,634 | N/A | $44,692 | $1,738,030 | | 2014 | $287,025 | — | $169,923 | $66,496 | $162,252 | N/A | $39,344 | $725,040 | | Mark A. Carano | 2016 | $424,325 | — | $403,874 | $81,259 | $0 | N/A | $77,970 | $987,428 | | Senior Vice President, Corporate Development & Treasurer | 2015 | $419,225 | — | $1,040,650 | $144,507 | $307,570 | N/A | $68,580 | $1,980,532 | | 2014 | $407,500 | — | $335,955 | $131,468 | $313,669 | N/A | $48,075 | $1,236,667 | | Elias Gedeon | 2016 | $389,050 | — | $291,723 | $58,691 | $0 | N/A | $54,219 | $793,683 | | Senior Vice President & Chief Business Development Officer | 2015 | $383,400 | — | $888,362 | $101,993 | $281,285 | N/A | $26,924 | $1,681,964 | | 2014 | $250,000 | $200,000 | $237,184 | $90,678 | $184,425 | N/A | $507,956 | $1,470,243 | Wendy S. Radtke (6) Senior Vice President and Chief Human Resources Officer | 2016 | $358,750 | — | $291,723 | $58,691 | $0 | N/A | $21,396 | $730,560 | | 2015 | $262,216 | $200,000 | $428,202 | $200,988 | $260,105 | N/A | $19,349 | $1,370,860 | Peter J. Goumas (6) Senior Vice President, Operations | 2016 | $147,392 | — | $246,835 | $49,666 | $0 | $41,311 | $1,234,323 | $1,719,527 |
1B. Riley Affiliate. See “Salary” below for a discussion of the amounts reported in this column for 2016.
2See “Stock and Option Awards” below for a discussion of the amounts included in this column for 2016.
3See “Non-Equity Incentive Plan Compensation” below for a discussion of the amounts included in this column for 2016.
4See “Change in Pension Value and Non-qualified Deferred Compensation Earnings” below for a discussion of the amounts included in this column for 2016.
5See “All Other Compensation” below for a discussion of the amounts included in this column for 2016.
6Ms. Radtke and Mr. Goumas are former executive officers.
Salary
Amounts reported in the “Salary” column above for 2016 include amounts that have been deferred under qualified and non-qualified deferred compensation plans. See the “Compensation Discussion and Analysis” for more information regardingAnalysis — Third Party Compensation Arrangements.”
(2)
With respect to each of the base salaries forNEOs, represents the Named Executive Officersportion of the special three-year cash retention bonus granted in 2016.
Stock and Option Awards
The amounts reported for 20162022 which vested in the “Stock Awards”applicable fiscal year. See “Compensation Discussion and “Option Awards” columnsAnalysis — Other Outstanding Retention Awards.” For Mr. Young, the payment for each Named Executive Officer representhis services was made to the B. Riley Affiliate.
(3)
Represents the aggregate grant date fair value of alltime-based and performance-based restricted stock and option awardsunits granted toduring the Named Executive Officers in 2016 computedapplicable year in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”)ASC Topic 718, excluding the effect of estimated forfeitures.These awards consist of (1) time-based restricted stock unit awards (“RSUs”), plus (2) time-based stock option awards, plus (3) performance-based restricted stock unit awards (“PSUs”).718. For a discussion of the valuation assumptions used in determining the grant date fair values,additional information, see Note 920 (“Stock-Based Compensation”) to the combinedour audited financial statements for the fiscal year ended December 31, 2022, included in our Annual Reportannual report on Form 10-K for the year ended December 31, 2016. See2022 (and, for awards granted in prior fiscal years, the “2016 Grantscorresponding note to our audited financial statements in our annual report on Form 10-K for that year). As discussed in the Compensation Discussion and Analysis, in 2022 the Company granted PSUs to our NEOs, the vesting of Plan-Based Awards”which is subject, in part, to the Company’s stock price performance. As required by applicable SEC rules, the fair value of the PSUs awarded in 2022 was determined based on a Monet Carlo simulation (which probability weights multiple potential outcomes) as of the grant date of the awards. For more information on the assumptions made in the Monte Carlo simulation pricing model, refer to Note 20 (“Stock-Based Compensation”) to our audited financial statements for the fiscal year ended December 31, 2022, included in our annual report on Form 10-K for the year ended December 31, 2022. The following table presents the accounting fair value (determined as described above as of the grant date of the awards) for the PSUs awarded in 2022, and the “Compensation Discussion and Analysis” for more information regarding“maximum” grant date value of the stock and option awards granted(which was determined by multiplying the number of PSUs subject to the Named Executive Officers in 2016. With respect toaward by the PSUs,closing price of a share of the Company’s common stock on the date of grant). | | Name | | | | Grant Date Fair Value | | | | Grant Date Maximum Value | | | | Mr. Young | | | | | $ | 1,005,000 | | | | | | $ | 1,140,000 | | | | | Mr. Salamone | | | | | $ | 837,500 | | | | | | $ | 950,000 | | | | | Mr. Morgan | | | | | $ | 837,500 | | | | | | $ | 950,000 | | | | | Mr. Dziewisz | | | | | $ | 502,500 | | | | | | $ | 570,000 | | | | | Mr. Buckler | | | | | $ | 502,500 | | | | | | $ | 570,000 | | |
(4)
The amounts reported in this table represent the grant date fair values based on the probable outcome of the applicable performance conditions which are $2,851,415 for Mr. Ferland, $407,341 for Ms. Apker, $305,492 for Mr. Carano, $220,644 for Mr. Gedeon, $220,644 for Ms. Radtke and $186,700 for Mr. Goumas. Assuming the highest level of the applicable performance conditions is achieved, such amounts would be $5,702,830 for Mr. Ferland, $814,682 for Ms. Apker, $610,984 for Mr. Carano, $441,288 for Mr. Gedeon, $441,288 for Ms. Radtke, and $373,400 for Mr. Goumas. Non-Equity Incentive Plan Compensation
No amounts are reported in the “Non-Equity Incentive Plan Compensation” column for 2016 because no annual incentive award was earned under our EICP. See the “Grants of Plan-Based Awards” table and the “Compensation Discussion and Analysis” for more information regarding the annual incentive award opportunities for the Named Executive Officers in 2016.
Change in Pension Value and Non-qualified Deferred Compensation Earnings
The amount reported in the "Change in Pension Value and Non-qualified Deferred Compensation Earnings" column for 2016 for Mr. Goumas represents the changes in actuarial present values of his accumulated benefits under our defined benefit plans, determined by comparing the prior completed fiscal year end amount to the covered fiscal year end amount. The discount rate applicable to such pension plans was 4.20% for the Qualified Plan and 4.11% for the Excess Plans (each as described under the "2016 Pension Benefits" table) at December 31, 2016. The discount rate applicable to the Qualified Plan was 4.3% and 4.0% at December 31, 2015 and 2014, respectively. The discount rate applicable to the Excess Plans was 4.25% and 4.0% at December 31, 2015 and 2014, respectively. Reductions in the discount rate, among other factors, result in an increase in the present value of the pension benefits. No portion of this amount represents above-market or preferential earnings under non-qualified deferred compensation plans.
All Other Compensation
The amounts reported for 2016 in the “All Other Compensation” column are attributable to the following:
ALL OTHER COMPENSATION
| | | | | | | | | | MR. FERLAND | MS. APKER | MR. CARANO | MR. GEDEON | MS. RADTKE | MR. GOUMAS | | SERP Contribution | $103,070 | $24,863 | $36,645 | $28,391 | — | — | | Thrift Plan Contributions | $15,900 | $16,131 | $15,714 | $15,900 | $13,371 | $19,612 | | Restoration Plan Contributions | $40,364 | $5,475 | $8,497 | $6,468 | $4,725 | — | | Tax Reimbursements | $1,210 | $1,313 | $1,163 | $259 | $960 | — | | Perquisites | $18,126 | $16,113 | $15,951 | $3,201 | $2,340 | $6,351 | | Separation Payments | — | — | — | — | — | $1,208,360 |
SERP Contribution
See the “2016 Non-qualified Deferred Compensation” table for more information regarding these Company contribution amounts and the SERP.
Thrift Plan Contributions and Restoration Plan Contributions
The amounts reported in these columns2023 represent the total amount of matching and service-based contributions made to each Named Executive Officerparticipating NEO under the Company’s Thrift Plan401(k) plan and, Restoration Plan, respectively.for Mr. Buckler total severance of $153,846 pursuant to his Severance Agreement with the Company (discussed below). Under the Company’s Thrift Plan,401(k) plan, the Company will match 50% of an employee’s contributions to the plan up to 6%. Under5% of the Company’s Restoration Plan,employee’s eligible compensation. The Company suspended employer matching contributions effective April 30, 2020 due to the COVID-19 pandemic and reinstated them on January 1, 2022.
(5)
Mr. Buckler’s employment with the Company will match 50% of the first 6% of an employee’s deferral contributions.terminated on November 6, 2023. Tax Reimbursements
The tax reimbursements reported for Mmes. Apker and Radtke and Messrs. Ferland, Carano, Gedeon and Goumas were provided for income imputed to each of them as a result of their spouses attending a Company event. The Company does not provide a tax reimbursement for any other perquisite.
Perquisites and other personal benefits received by a Named Executive Officer are included even if their aggregate value does not exceed $10,000. The values of the perquisites and other personal benefits reported for our Named Executive Officers in 2016 are as follows:
The $18,126 reported for Mr. Ferland is attributable to financial planning services, an annual executive physical, an airline club membership and costs associated with his spouse accompanying him on a single Company business trip.The $16,113 reported for Ms. Apker is attributable to financial planning, an annual executive physical, an airline club membership and costs associated with her spouse accompanying her on a single Company business trip.
The $15,951 reported for Mr. Carano is attributable to financial planning services, an annual executive physical, an airline club membership and costs associated with his spouse accompanying him on a single Company business trip.
The $3,201 reported for Mr. Gedeon is attributable to an annual executive physical and an airline club membership.
The $2,340 reported for Ms. Radtke is attributable to an airline club membership and costs associated with her spouse accompanying her on a single Company business trip.
The $6,351 reported for Mr. Goumas is attributable to financial planning services and an airline club membership.
The Company calculates all perquisites and personal benefits based on the incremental cost it incurs to provide such benefits. For annual physicals, the Company computes incremental cost based on the actual cost incurred by it for the physical. For financial planning services, the Company computes incremental cost based on the sum of (1) the actual cost incurred by it for the financial planning service for the applicable Named Executive Officer and (2) a pro-rated portion of the fee paid to the third party firm that provides the financial planning services.
Separation Payments
The amount reported in this column for Mr. Goumas represents the value of the payments and benefits received by Mr. Goumas pursuant to his separation agreement in connection with his separation from the Company in June 2016, consisting of: (1) payment of $30,894 for accrued and unpaid vacation; (2) a severance payment of $971,300; (3) a payment of $12,472 representing continued COBRA premiums for nine months following termination; and (4) the value of accelerated vesting of Mr. Goumas' outstanding equity awards of $193,694. For additional information regarding these payments and benefits, see "Potential Payments Upon Termination or Change in Control" below.
20162023 Grants of Plan-Based Awards
The following table provides additional information on stock awards and option awards, plus non-equity incentive plan awards, made to our Named Executive Officersparticipating NEOs by us during the year ended December 31, 2016.2023. | | NAME | | | GRANT
DATE | | | COMMITTEE
ACTION
DATE | | | ESTIMATED POSSIBLE PAYOUTS
UNDER NON-EQUITY
INCENTIVE PLAN AWARDS | | | ESTIMATED POSSIBLE PAYOUTS
UNDER EQUITY
INCENTIVE PLAN AWARDS | | | ALL OTHER
STOCK
AWARDS:
NUMBER OF
SHARES OF
STOCK OR
UNITS(1) | | | EXERCISE OR
BASE PRICE
OF OPTION
AWARDS | | | GRANT DATE
FAIR VALUE
OF STOCK
AND OPTON
AWARDS(2) | | | | THRESHOLD | | | TARGET | | | MAXIMUM | | | THRESHOLD | | | TARGET | | | MAXIMUM | | | | Mr. Young | | | | | — | | | | | | — | | | | | | N/A | | | | | | 1,500,000 | | | | | | N/A | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | — | | | | | | — | | | | | | 187,500 | | | | | | 750,000 | | | | | | 900,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | Mr. Salamone | | | | | — | | | | | | — | | | | | | N/A | | | | | | 918,750 | | | | | | N/A | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | — | | | | | | — | | | | | | 98,438 | | | | | | 393,750 | | | | | | 472,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | Mr. Morgan | | | | | — | | | | | | — | | | | | | N/A | | | | | | 742,500 | | | | | | N/A | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | — | | | | | | — | | | | | | 48,125 | | | | | | 192,500 | | | | | | 231,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | 5/2/2023 | | | | | | 5/2/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 49,010 | | | | | | — | | | | | | 299,451 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Mr. Dziewisz | | | | | — | | | | | | — | | | | | | N/A | | | | | | 607,500 | | | | | | N/A | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | — | | | | | | — | | | | | | 39,375 | | | | | | 157,500 | | | | | | 189,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | Mr. Buckler | | | | | — | | | | | | — | | | | | | N/A | | | | | | 540,000 | | | | | | N/A | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | — | | | | | | — | | | | | | 35,000 | | | | | | 140,000 | | | | | | 168,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | Mr. Riker | | | | | — | | | | | | — | | | | | | N/A | | | | | | 540,000 | | | | | | N/A | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | — | | | | | | — | | | | | | 35,000 | | | | | | 140,000 | | | | | | 168,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | | | | | | | | | | NAME | GRANT DATE | COMMITTEE ACTION DATE | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS (1) | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS (2) | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)(3) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#)(4) | EXERCISE OR BASE PRICE OF OPTION AWARDS($) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(5) | | THRESHOLD($) | TARGET($) | MAXIMUM($) | THRESHOLD(#) | TARGET(#) | MAXIMUM(#) | | Mr. Ferland | — | — | $489,250 | $978,500 | $1,957,000 | — | — | — | — | — | — | — | | | 03/01/16 | 02/22/16 | — | — | — | — | — | — | 48,330 | — | — | $918,270 | | | 03/01/16 | 02/22/16 | — | — | — | 14,575 | 145,748 | 291,496 | — | — | — | $2,851,415 | | | 03/01/16 | 02/22/16 | — | — | — | — | — | — | — | 188,340 | $19.00 | $758,464 | | Ms. Apker | — | — | $152,250 | $304,500 | $609,000 | — | — | — | — | — | — | — | | | 03/01/16 | 02/22/16 | — | — | — | — | — | — | 6,903 | — | — | $131,157 | | | 03/01/16 | 02/22/16 | — | — | — | 2,082 | 20,821 | 41,642 | — | — | — | $407,341 | | | 03/01/16 | 02/22/16 | — | — | — | — | — | — | — | 26,907 | $19.00 | $108,357 | | Mr. Carano | — | — | $127,500 | $255,000 | $510,000 | — | — | — | — | — | — | — | | | 03/01/16 | 02/22/16 | — | — | — | — | — | — | 5,178 | — | — | $98,382 | | | 03/01/16 | 02/22/16 | — | — | — | 1,562 | 15,615 | 31,230 | — | — | — | $305,492 | | | 03/01/16 | 02/22/16 | — | — | — | — | — | — | — | 20,178 | $19.00 | $81,259 | | Mr. Gedeon | — | — | $117,000 | $234,000 | $468,000 | — | — | — | — | — | — | — | | | 03/01/16 | 02/22/16 | — | — | — | — | — | — | 3,741 | — | — | $71,079 | | | 03/01/16 | 02/22/16 | — | — | — | 1,128 | 11,278 | 22,556 | — | — | — | $220,644 | | | 03/01/16 | 02/22/16 | — | — | — | — | — | — | — | 14,574 | $19.00 | $58,691 | | Ms. Radtke | — | — | 108,000 | $216,000 | $432,000 | — | — | — | — | — | — | — | | | 03/01/16 | 02/22/16 | — | — | — | — | — | — | 3,741 | — | — | $71,079 | | | 03/01/16 | 02/22/16 | — | — | — | 1,128 | 11,278 | 22,556 | — | — | — | $220,644 | | | 03/01/16 | 02/22/16 | — | — | — | — | — | — | — | 14,574 | $19.00 | $58,691 | | Mr. Goumas | — | — | $86,625 | $173,250 | $346,500 | — | — | — | — | — | — | — | | | 03/01/16 | 02/22/16 | — | — | — | — | — | — | 3,165 | — | — | $60,135 | | | 03/01/16 | 02/22/16 | — | — | — | 954 | 9,543 | 19,086 | — | — | — | $186,700 | | | 03/01/16 | 02/22/16 | — | — | — | — | — | — | — | 12,333 | $19.00 | $49,666 |
1Amounts shown represent the range of potential payouts under our EICP for 2016. See “Estimated Possible 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 Executive Officers are included in the Non-Equity Incentive Plan CompensationThis column of the “2016 Summary Compensation Table” above.
2See “Estimated Future Payouts Under Equity Incentive Plan Awards” below for a discussion of the amounts included in this column.
3Amounts shown represent shares of our common stock underlying time-based restricted stock unit awards. See “All Other Stock Awards” below for further discussion of the amounts included in this column.
4Amounts shown representrepresents the number of sharestime-based RSUs granted in 2023. The vesting of our common stock underlying 2016 stock option awards. See “All Other Option Awards” below for a discussionRSUs is subject to continued employment through the date of the amounts included in this column.
5See “Grant Date Fair Value of Stock and Option Awards” below for a discussion of the amounts included in this column.
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards
The amounts shown in this column reflect the threshold, target and maximum pay opportunities for each Named Executive Officer under our EICP for 2016. Generally, with respect to our EICP, payout depends on three principal factors: (1) the company’s financial performance, safety performance, and the Named Executive Officer’s individual performance, (2) the Named Executive Officer’s target percentage, and (3) the Named Executive Officer’s earnings from base salary.vesting. For 2016, the target percentage for each Named Executive Officer was as follows:
| | | NAMED EXECUTIVE OFFICER | TARGET PERCENTAGE (% OF SALARY) | Mr. Ferland | 100% | Ms. Apker | 70% | Mr. Carano | 60% | Ms. Radtke | 60% | Mr. Gedeon | 60% | Mr. Goumas | 55% |
The amounts reflected in the “target” column under "Estimated Possible Payouts Under Non-Equity Incentive Plan Awards" represent the value of the payout opportunity under the EICP at target financial performance levels. This amount was calculated by multiplying the Named Executive Officer’s target percentage by the amount of base salary earned by each Named Executive Officer for 2016.
The amounts shown in the “maximum” column represent the maximum payout opportunity for 2016, which for all Named Executive Officers was 200% of the target amount. The amounts shown in the “threshold” column represent the minimum payout opportunity for 2016 assuming threshold financial performance, which for all Named Executive Officers was 50% of the target amount. If threshold operating income is not achieved, no amount is paid under the EICP.
All threshold, target and maximum amounts reported in the table above assume that the Compensation Committee does not exercise discretion with respect to the annual incentive compensation award ultimately paid.
additional information, See “Compensation Discussion and Analysis — 2016 Compensation Decisions” on the previous pages for more information about the annual incentive awards and performance goals for 2016. Estimated Future Payouts Under Equity Incentive Plan AwardsAwards” above.
The amounts shown reflect the threshold, target and maximum payout opportunities of PSUs granted in 2016 under the Company’s 2015 LTIP. Each PSU represents a right to receive one share of our common stock if performance targets are met. Upon vesting, the PSUs are converted into shares of our common stock. The amount of PSUs that vest, if any, is determined based (1) 60% on the Company’s cumulative earnings per share during the three-year performance period, (2) 20% on the average annual ROIC during the same period, and (3) 20% on relative total shareholder return compared to the companies in the Company’s custom peer group. The amounts shown in the “target” column represent the number of PSUs that will vest, which is 100% of the amount granted, if the target levels of average annual ROIC, cumulative diluted earnings per share and relative total shareholder return are attained. The amounts shown in the “maximum” column represent the number of PSUs that will vest, which is 200% of the amount granted, if the maximum level of average annual ROIC, cumulative earnings per share and relative total shareholder return are attained. The amounts shown in the “threshold” column represent the minimum number of PSUs that will vest, which is 10% of the amount granted, if the threshold level of either of the lowest weighted metrics (average annual ROIC or relative total stockholder return) is attained. No amount of PSUs will vest if the levels of all three such performance metrics are less than the threshold performance level. See “Compensation Discussion and Analysis — 2016 Compensation Decisions — Long-Term Incentive Awards” above for more information regarding the 2016 PSUs.
All Other Stock Awards(2)
The amounts shown reflect 2016 grants of time-based restricted stock units granted by the Company under our 2015 LTIP. These awards are generally scheduled to vest ratably on each of the first three anniversaries of the grant date. Each restricted stock unit granted by the CompanyThis column represents the right to receive one share of our common stock. See “Compensation Discussion and Analysis—2016 Compensation Decisions” above for more information regarding the 2016 RSU awards.
All Other Option Awards
The amounts shown reflect 2016 grants of stock options by the Company under its 2015 LTIP. Each such option represents the right to purchase one share of our common stock at the indicated exercise price and is generally scheduled to vest ratably on each of the first three anniversaries of the grant date. Options generally expire ten years from the date of grant. See “Compensation Discussion and Analysis—2016 Compensation Decisions” above for more information regarding the 2016 stock options.
Grant Date Fair Value of Stock and Option Awards
The amounts included in the “Grant Date Fair Value of Stock and Option Awards” column for each Named Executive Officer represent theaggregate grant date fair valuesvalue of the equity awards computedgranted in 2023, calculated in accordance with FASB ASC Topic 718. Under FASB ASC Topic 718,See footnote (3) to the fair valueSummary Compensation Table.
Employment Agreement and Severance Arrangements We have entered into an executive employment agreement with Mr. Salamone dated November 19, 2018. The agreement had an initial term of equity awards is determined using the closing pricetwo years and provides for an automatic extension of the Company’s common stock on the date of grant for restricted stock units and PSUs and an option-pricing model for stock options. A Black-Scholes option-pricing model was used for determining the grant date fair value of stock options granted to our Named Executive Officers.term each year by one additional year unless either party has given at least 90-days advance notice. The determinationagreement provides that Mr. Salamone will serve as Chief Financial Officer of the fair valueCompany and our affiliates and will receive an annual base salary of an award on the datenot less than $475,000. Mr. Salamone is also entitled to participate in our annual bonus program, receives Company benefits for employees of grant using an option-pricing model requires various assumptions, such as the expected life of the awardsimilar rank, and stock price volatility.is entitled to reimbursement for certain commuting and lodging expenses.
The grant date fair values reported in the table above differ from the "target" values discussed in the "Compensation Discussion and Analysis," because such "target" values were converted into the number of shares granted taking into account the vesting schedule of the awards, as determined by Hay Group. For more information regarding the compensation expense related to the awards, and a discussion of valuation assumptions utilized in option pricing, see the information set forth underseverance provisions of Mr. Salamone’s employment agreement, the heading “Company Stock Options” in Note 9, “Stock-Based Compensation,”executive severance plan applicable to the combined financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016.
Narrative Disclosure Relating to the 2016 Summary Compensation TableMessrs. Morgan, Dziewisz and the 2016 Grants of Plan-Based Awards Table
For more information regardingRiker and the change in control severance agreements with the Named Executive Officers and the employment agreement withprovisions applicable to Mr. Ferland, refer to "PotentialMorgan, see “Potential Payments Upon Termination or Change in Control” below. For information regarding the amount of salary and bonus compensation in proportion to total compensation, see "2016 Compensation Mix" above.
Outstanding Equity Awards at 20162023 Fiscal Year-End The following Outstanding“Outstanding Equity Awards at 20162023 Fiscal Year-EndYear-End” table summarizes the equity awards with respect to shares of our common stock that were held by our Named Executive OfficersNEOs and outstanding as of December 31, 2016.2023. | | | | | | | | | | | | | OPTION AWARDS | | | | STOCK AWARDS | | | | NAME | | | | GRANT
DATE | | | | NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
(#)
UNEXERCISABLE | | | | NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
(#)
UNDERCISABLE | | | | OPTION
EXERCISE
PRICE
($) | | | | OPTION
EXPIRATION
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,
UNITES OR
OTHER
RIGHTS
THAT
HAVE
($)(1) | | | | Mr. Young | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | SARS | | | | | | 12/18/2018 | | | | | | | 843,500 | | | | | | | — | | | | | | | 20.00 | | | | | | | 12/18/2028 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | RSU | | | | | | 11/3/2021 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 66,667(2) | | | | | | | 97,334 | | | | | | | — | | | | | | | — | | | | | RSU | | | | | | 7/28/2022 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 100,000(3) | | | | | | | 146,000 | | | | | | | — | | | | | | | — | | | | | PSU | | | | | | 7/28/2022 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 150,000(6) | | | | | | | 603,000 | | | | | Mr. Salamone | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | SARS | | | | | | 12/18/2018 | | | | | | | 168,700 | | | | | | | — | | | | | | | 20.00 | | | | | | | 12/18/2028 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | RSU | | | | | | 8/11/2021 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 33,334(4) | | | | | | | 48,668 | | | | | | | — | | | | | | | — | | | | | RSU | | | | | | 7/28/2022 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 63,334(3) | | | | | | | 92,468 | | | | | | | — | | | | | | | — | | | | | PSU | | | | | | 7/28/2022 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 125,000(6) | | | | | | | 502,500 | | | | | Mr. Morgan | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Options | | | | | | 3/6/2017 | | | | | | | 5,995 | | | | | | | — | | | | | | | 41.7 | | | | | | | 3/6/2028 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | RSU | | | | | | 8/11/2021 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 33,334(4) | | | | | | | 48,668 | | | | | | | — | | | | | | | — | | | | | RSU | | | | | | 7/28/2022 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 66,667(3) | | | | | | | 97,334 | | | | | | | — | | | | | | | — | | | | | RSU | | | | | | 5/2/2023 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 49,010(5) | | | | | | | 71,555 | | | | | | | — | | | | | | | — | | | | | PSU | | | | | | 7/28/2022 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 125,000(6) | | | | | | | 502,500 | | | | | Mr. Dziewisz | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Options | | | | | | 3/2/2015 | | | | | | | 1,328 | | | | | | | — | | | | | | | 132.7 | | | | | | | 3/2/2025 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | Stock Options | | | | | | 3/1/2016 | | �� | | | | | 619 | | | | | | | — | | | | | | | 137.6 | | | | | | | 3/1/2026 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | Stock Options | | | | | | 3/6/2018 | | | | | | | 1,913 | | | | | | | — | | | | | | | 41.7 | | | | | | | 3/6/2028 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | RSU | | | | | | 8/11/2021 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 25,000(4) | | | | | | | 36,500 | | | | | | | — | | | | | | | — | | | | | RSU | | | | | | 7/28/2022 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 46,667(3) | | | | | | | 68,134 | | | | | | | — | | | | | | | — | | | | | PSU | | | | | | 7/28/2022 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 75,000(6) | | | | | | | 301,500 | | | | | Mr. Buckler | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Options | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | RSU | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | PSU | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | Mr. Riker | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Options | | | | | | 3/2/2015 | | | | | | | 492 | | | | | | | — | | | | | | | 132.7 | | | | | | | 3/2/2025 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | Stock Options | | | | | | 3/1/2016 | | | | | | | 433 | | | | | | | — | | | | | | | 137.6 | | | | | | | 3/1/2026 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | Stock Options | | | | | | 3/6/2018 | | | | | | | 1020 | | | | | | | — | | | | | | | 41.7 | | | | | | | 3/6/2028 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | RSU | | | | | | 8/11/2021 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 10,000(4) | | | | | | | 14,600 | | | | | | | — | | | | | | | — | | | | | RSU | | | | | | 7/28/2022 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 33,334(3) | | | | | | | 48,668 | | | | | | | — | | | | | | | — | | | | | PSU | | | | | | 7/28/2022 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 75,000(6) | | | | | | | 301,500 | | |
| | | | | | | | | | | | NAME | GRANT DATE (1) | OPTION AWARDS | STOCK AWARDS | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS(#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS(#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(2) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(2) | | Mr. Ferland | | | | | | | | | | | Stock Options | 04/19/12 | 42,592 | — | $13.88 | 04/19/19 | — | — | — | — | | Stock Options | 04/19/12 | 34,373 | — | $13.88 | 04/19/19 | — | — | — | — | | Stock Options | 03/04/13 | 72,341 | — | $15.88 | 03/04/20 | — | — | — | — | | Stock Options | 03/03/14 | 57,955 | 28,9783 | $19.37 | 03/03/21 | — | — | — | — | | Stock Options | 03/02/15 | 149,666 | 299,3324 | $18.32 | 03/02/25 | — | — | — | — | | Stock Options | 03/01/16 | — | 188,34011 | $19.00 | 03/01/26 | — | — | — | — | | RSU | 03/03/14 | — | — | — | — | 5,7003 | $94,563 | — | — | | RSU | 03/03/14 | — | — | — | — | 33,6935 | $558,967 | — | — | | RSU | 03/02/15 | — | — | — | — | 83,1926 | $1,380,155 | — | — | | RSU | 03/02/15 | — | — | — | — | 53,7244 | $891,281 | — | — | | RSU | 03/01/16 | — | — | — | — | 48,33011 | $801,795 | — | — | | PSU | 03/01/16 | — | --- | --- | --- | --- | --- | 14,575(12) | $241,799 | | Ms. Apker | | | | | | | | | | | Stock Options | 08/12/10 | 2,950 | — | $13.27 | 08/12/17 | — | — | — | — | | Stock Options | 03/04/11 | 1,777 | — | $20.47 | 03/04/18 | — | — | — | — | | Stock Options | 03/05/12 | 1,957 | — | $15.75 | 03/05/19 | — | — | — | — | | Stock Options | 03/04/13 | 3,726 | — | $15.88 | 03/04/20 | — | — | — | — | | Stock Options | 03/03/14 | 2,966 | 1,4833 | $19.37 | 03/03/21 | — | — | — | — | | Stock Options | 03/02/15 | 7,662 | 15,3244 | $18.32 | 03/02/25 | — | — | — | — | | Stock Options | 07/01/15 | 5,192 | 10,3847 | $19.90 | 07/01/25 | — | — | — | — | | Stock Options | 03/01/16 | — | 26,90711 | $19.00 | 03/01/26 | — | — | — | — | | RSU | 03/03/14 | — | — | — | — | 2923 | $4,844 | — | — | | RSU | 03/03/14 | — | — | — | — | 1,7255 | $28,618 | — | — | | RSU | 03/02/15 | — | — | — | — | 4,2586 | $70,640 | — | — | | RSU | 03/02/15 | — | — | — | — | 2,7494 | $45,606 | — | — | | RSU | 07/01/15 | — | — | — | — | 4,2828 | $71,038 | — | — | | RSU | 07/01/15 | — | — | — | — | 2,7667 | $45,888 | — | — | | RSU | 03/01/16 | — | — | — | — | 6,90311 | $114,521 | — | — | | PSU | 03/01/16 | — | — | — | — | — | — | 2,08212 | $34,540 |
| | | | | | | | | | | | NAME | GRANT DATE (1) | OPTION AWARDS | STOCK AWARDS | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS(#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS(#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(2) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(2) | | Mr. Carano | | | | | | | | | | | Stock Options | 06/12/13 | 10,511 | — | $17.65 | 06/12/20 | — | — | — | — | | Stock Options | 03/03/14 | 5,864 | 2,9333 | $19.37 | 03/03/21 | — | — | — | — | | Stock Options | 03/02/15 | 15,145 | 30,2914 | $18.32 | 03/02/25 | — | — | — | — | | Stock Options | 03/01/16 | — | 20,17811 | $19.00 | 03/01/26 | — | — | — | — | | RSU | 03/03/14 | — | — | — | — | 5763 | $9,556 | — | — | | RSU | 03/03/14 | — | — | — | — | 3,4095 | $56,555 | — | — | | RSU | 03/02/15 | — | — | — | — | 8,4176 | $139,638 | — | — | | RSU | 03/02/15 | — | — | — | — | 5,4374 | $90,200 | — | — | | RSU | 03/01/16 | — | — | — | — | 5,17811 | $85,903 | — | — | | PSU | 03/01/16 | — | — | — | — | — | — | 1,56212 | $25,914 | | Mr. Gedeon | | | | | | | | | | | Stock Options | 05/15/14 | 4,179 | 2,0909 | $19.18 | 05/15/21 | — | — | — | — | | Stock Options | 03/02/15 | 10,689 | 21,3794 | $18.32 | 03/02/25 | — | — | — | — | | Stock Options | 03/01/16 | — | 14,57411 | $19.00 | 03/01/26 | — | — | — | — | | RSU | 05/15/14 | — | — | — | — | 4119 | $6,818 | — | — | | RSU | 05/15/14 | — | — | — | — | 2,4305 | $40,314 | — | — | | RSU | 03/02/15 | — | — | — | — | 5,9426 | $98,578 | — | — | | RSU | 03/02/15 | — | — | — | — | 3,8364 | $63,639 | — | — | | RSU | 03/01/16 | — | — | — | — | 3,74111 | $62,063 | — | — | | PSU | 03/01/16 | — | — | — | — | — | — | 1,12812 | $18,714 | Ms. Radtke10 | | | | | | | | | | | Stock Options | 04/06/15 | 10,380 | — | $18.85 | 04/06/25 | — | — | — | — | | Stock Options | 04/06/15 | 10,074 | — | $18.85 | 04/06/25 | — | — | — | — | | Mr. Goumas | | | | | | | | | | | Stock Options | 08/02/10 | 818 | — | $14.54 | 08/02/17 | — | — | — | — | | Stock Options | 03/04/11 | 1,745 | — | $20.47 | 03/04/18 | — | — | — | — | | Stock Options | 03/05/12 | 1,938 | — | $15.75 | 03/05/19 | — | — | — | — | | Stock Options | 03/04/13 | 3,754 | — | $15.88 | 03/04/20 | — | — | — | — | | Stock Options | 03/03/14 | 3,416 | — | $19.37 | 03/03/21 | — | — | — | — | | Stock Options | 03/02/15 | 19,599 | — | $18.32 | 03/02/25 | — | — | — | — | | Stock Options | 03/01/16 | 2,097 | — | $19.00 | 03/01/26 | — | — | — | — | | PSU | 03/01/16 | — | — | — | — | — | — | 16212 | $2,688 |
1The dates presented in this column represent the date the awards were granted (a) by BWC (but converted into awards covering our common stock) prior to July 2015, and (b) by the Company on or after July 1, 2015. We are presenting the original grant dates for BWC awards prior to our spin-off to assist in understanding the vesting dates associated with those awards.
2Market values in these columns are basedBased on the closing market price of our common stock ason December 29, 2023 (the last trading day of December 30, 2016 ($16.59),the fiscal year) of $1.46, as reported on the New York Stock Exchange.
3
(2)
These stock options andtime-based RSUs vested on March 3, 2017. 4One-half of these stock options and RSUs vested on March 2, 2017 and an additional one-half will vest on March 2, 2018.
5These RSUs vested on March 3, 2017.
6These RSUs vest on March 2, 2018.
7These stock options and RSUsare scheduled to vest in thirds beginningratable installments on August 25, 2023.
(3)
These time-based RSUs are scheduled to vest in ratable installments on November 3, 2023 and 2024. (4)
These time-based RSUs are scheduled to vest in ratable installments on July 1, 2016.28, 2023, 2024, and 2025. 8
(5)
These time-based RSUs are scheduled to vest on July 1, 2018. 9These stock options and RSUs vestin ratable installments on May 15, 2017.2, 2024.
10Ms. Radtke forfeited unvested equity awards in connection with her separation from service on December 31, 2016.
11One-third of these RSUs and(6)
These performance-based stock options vested on March 1, 2017, and an additional one-thirdunits (“PSUs”) are scheduled to vest on each of March 1, 2018 and March 1, 2019. 12These PSUs representonly if the right to receive a shareclosing price of the Company’sB&W common stock for each PSU that vests. The number of PSUs that vest depends uponis $12 or more within the attainment of specified performance goals over a performance period beginning on January 1, 2016 and ending on December 31, 2018. The number of PSUs reported is based on achieving threshold performance level for one of the lowest weighted metrics. For Mr. Goumas, such threshold amount is pro-rated pursuantJuly 28, 2022 through July 27, 2027, subject to the terms of his separation agreement.
Each RSU and stock option award set forth in the table above (which only shows awards based on or related to shares of our Company) with a grant date prior to July 1, 2015 is an award resulting from an adjustment made to a corresponding BWC award in connectionNEO’s continued employment with the spin-off.Company through such date.
Vesting of Restricted Stock Units
Restricted stock units generally vest one third each year or on a cliff basis on the third anniversary of the grant date, as described above.
2023 Option Exercises and Stock Vested The following 2016“2023 Option Exercises and Stock VestedVested” table provides additional information about the value realized by our Named Executive OfficersNEOs on exercises of option awards and vesting of stock awards with respect to our common stock during the year ended December 31, 2016.2023. | | | | | | OPTION AWARDS | | | | STOCK AWARDS | | | | NAME | | | | NUMBER OF
SHARES ACQUIRED
ON EXERCISE
(#) | | | | VALUE REALIZED
ON EXERCISE
($) | | | | NUMBER OF
SHARES ACQUIRED
ON VESTING
(#)(1) | | | | VALUE REALIZED
ON VESTING
($)(1) | | | | Mr. Young | | | | | | | | | | | | | | 183,334 | | | | | | $ | 762,336 | | | | | Mr. Salamone | | | | | | | | | | | | | | 114,999 | | | | | | $ | 597,762 | | | | | Mr. Morgan | | | | | | | | | | | | | | 116,666 | | | | | | $ | 606,663 | | | | | Mr. Dziewisz | | | | | | | | | | | | | | 81,667 | | | | | | $ | 425,768 | | | | | Mr. Buckler | | | | | | | | | | | | | | 55,000 | | | | | | $ | 249,065 | | | | | Mr. Riker | | | | | | | | | | | | | | 41,666 | | | | | | $ | 217,596 | | |
| | | | | | | NAME | OPTION AWARDS | STOCK AWARDS | | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) | | Mr. Ferland | — | — | 63,172 | $1,143,980 | | Ms. Apker | — | — | 7,487 | $120,977 | | Mr. Carano | — | — | 6,010 | $95,734 | | Mr. Gedeon | — | — | 5,981 | $94,633 | | Ms. Radtke | — | — | 3,781 | $78,683 | | Mr. Goumas | — | — | 8,584 | $168,126 |
Stock Awards
For each Named Executive Officer,NEO, the amounts reported in the number“number of shares acquired on vestingvesting” column in the table above represent the aggregate number of shares of common stock acquired by the Named Executive Officer in connection with restricted stock units and restricted shares underNEO upon vesting of the Company’s 2015 LTIP that vested in 2016.award. The amounts reported in the value“value realized on vestingvesting” column were calculated by multiplying the number of shares acquired on the date of vesting by the closing price of our common stock on the date of vesting. For the following Named Executive Officers, the amount includes restricted stock units which were deferred based on the executive’s election: for Mr. Ferland, 11,032, and for Mr. Carano, 3,553. Mr. Ferland’s deferred restricted stock units will be delivered in four annual installments beginning two years after his termination of employment. Mr. Carano’s deferred restricted stock units will be delivered in five annual installments beginning six months following his termination of employment. The number of shares acquired in connection with the vesting of restricted stock unitsRSUs includes shares withheld by us in the amounts and for the Named Executive Officers reported below to satisfy the minimum statutory withholding tax due on vesting. | | | NAME | SHARES WITHHELD ON VESTING OF
RESTRICTED STOCK UNITS
| Mr. Ferland | 43,550 | Ms. Apker | 4,126 | Mr. Carano | 3,244 | Mr. Gedeon | 3,123 | Ms. Radtke | 1,868 | Mr. Goumas | 4,435 |
20162023 Pension Benefits
The following 2016“2023 Pension BenefitsBenefits” table showssummarizes our NEOs’ benefits under our tax-qualified defined benefit plans and supplemental executive retirement plans (other than our non-qualified defined contribution plans). None of the presentNEOs other than Mr. Dziewisz and Mr. Buckler participate in these plans. | | NAME | | | PLAN NAME | | | NUMBER OF YEARS
OF CREDITED
SERVICE
(#) | | | PRESENT VALUE OF
ACCUMULATED
BENEFIT
($)(1) | | | PAYMENTS DURING
LAST FISCAL YEAR
($) | | | | Mr. Dziewisz | | | Qualified Plan | | | | | 26.333 | | | | | | 658,274 | | | | | | — | | | | | | | | Excess Plan | | | | | N/A | | | | | | | | | | | | — | | | | | Mr. Buckler | | | Qualified Plan | | | | | 23.000 | | | | | | 20,411 | | | | | | — | | | | | | | | Excess Plan | | | | | N/A | | | | | | | | | | | | — | | |
(1)
Present value of accumulated benefits payable to eachis based on a discount rate of our Named Executive Officers under our qualified5.04% for the Qualified Plan and non-qualified pension plans.the PRI2012 white collar mortality table with MP2021 Buck modified improvement scale. | | | | | | | NAME | PLAN NAME | NUMBER OF YEARS CREDITED SERVICE (#) | PRESENT VALUE OF ACCUMULATED BENEFIT ($) | PAYMENTS DURING 2016 ($) | | Mr. Ferland | N/A | N/A | N/A | N/A | | Ms. Apker | N/A | N/A | N/A | N/A | | Mr. Carano | N/A | N/A | N/A | N/A | | Mr. Gedeon | N/A | N/A | N/A | N/A | | Ms. Radtke | N/A | N/A | N/A | N/A | | Mr. Goumas | Retirement Plan for Employees of Babcock & Wilcox Commercial Operations | 30.58
| $1,660,558 | $43,117 | | | Excess Plan for certain employees of Babcock & Wilcox Commercial Operations | 30.58 | $639,627 | -- |
Overview of Qualified Plans The Company maintains retirement plans that are funded by trusts and cover certain eligible regular full-time employees, described below in the section entitled “Participation and Eligibility.” Mr. Goumas participatesDziewisz and Mr. Buckler are the only NEOs who participate in the Retirement Plan for Employees of Babcock & Wilcox Commercial Operations (the "Qualified Plan"“Qualified Plan”). Overview of Non-qualified Plans
To the extent benefits payable under the Company’s qualified plans are limited by Section 415(b) or 401(a)(17) of the Internal Revenue Code, pension benefits will be paid directly by the Company’s applicable subsidiaries under the terms of unfunded excess benefit plans (the “Excess Plans”) maintained by them. Mr. Goumas participates in the Excess Plan for certain employees of Babcock & Wilcox Commercial Operations.
Due to the date of initial employment of Ms. Apker, Ms. Radtke, and Messrs. Ferland, Gedeon, and Carano, they are not eligible to participate in the Company’s defined benefit pension plans.
Participation and Eligibility Generally, certain salaried employees over the age of 21 years participate in the pension plan, as follows:
For salaried participants hired before April 1, 2001,The Qualified Plan has been frozen to new entrants and benefit accruals were frozen as of December 31, 2015. Beginning January 1, 2016, affected employees will receive a service-based cash contribution to their Thrift Plan account.for current participants.
For salaried participants hired on or after April 1, 2001, benefit accruals were frozen as of March 31, 2006, subject to cost of living adjustments. Beginning January 1, 2016, the cost of living adjustments were discontinued. Affected employees receive a service-based cash contribution to their Thrift Plan account.Benefits
Benefits
For eligible Named Executive Officers,NEOs, benefits under the Qualified Plan are based on years of credited service and final average cash compensation (including bonuses). The present value of accumulated benefits reflected in the Pension Benefit table above is based on a discount rate at December 31, 2016 and the RP2014 mortality table projected with the MP2016 mortality improvement scale. The discount rate applicable to the pension plans at December 31, 2016 was 4.20% for the Qualified Plan and 4.11% for the Excess Plans. The discount rate applicable to the pension plans at December 31, 2015 was 4.30% for the Qualified Plan and 4.25% for the Excess Plans. Additional benefit accruals offset by reductions in the discount rate, among other factors, result in an increase in the present value as of the pension benefits.date that accruals ceased.
Retirement Under the Qualified Plan, normal retirement is age 65. The normal form of payment is a single-life annuity or a 50% joint and survivor annuity, depending on the employee’s marital status when payments are scheduled to begin.
20162023 Non-qualified Deferred Compensation
The following 2016“2023 Non-qualified Deferred CompensationCompensation” table summarizes our Named Executive Officers’NEOs’ compensation under theour non-qualified defined contribution plans. None of the NEOs other than Mr. Morgan participated in the Company’s Restoration Plan, and none of the NEOs has elected to defer payment of any outstanding RSU awards. | | NAME | | | PLAN NAME | | | EXECUTIVE
CONTRIBUTIONS
IN 2023
($) | | | REGISTRANT
CONTRIBUTIONS
IN 2023
($)(1) | | | AGGREGATE
WITHDRAWALS /
DISTRIBUTIONS
($) | | | AGGREGATE
BALANCE AT
12/31/23
($) | | | | Mr. Morgan | | | Restoration Plan | | | | | — | | | | | | — | | | | | | — | | | | | $ | 2,375 | | |
| | | | | | | | | NAME | PLAN NAME | EXECUTIVE CONTRIBUTIONS IN 2016 ($)(2) | REGISTRANT CONTRIBUTIONS IN 2016 ($)(2) | AGGREGATE EARNINGS IN 2016 ($)(2) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) | AGGREGATE BALANCE AT 12/31/16 ($)(2) | | | SERP | — | $103,070 | $25,838 | — | $303,562 | | Mr. Ferland | Restoration Plan | $40,364 | $40,364 | $26,243 | — | $415,598 | | | LTIP1 | — | — | — | — | $183,021 | | | SERP | — | $24,863 | $6,314 | — | $127,459 | | Ms. Apker | Restoration Plan | — | $5,475 | $1,342 | — | $16,535 | | | LTIP1 | — | — | — | — | — | | | SERP | — | $36,645 | $5,112 | — | $69,338 | | Mr. Carano | Restoration Plan | $8,497 | $8,497 | $1,667 | — | $54,208 | | | LTIP1 | — | — | — | — | $58,944 | | | SERP | $272,510 | $28,391 | $32,228 | — | $333,129 | | Mr. Gedeon | Restoration Plan | $6,468 | $6,468 | $1,134 | — | $28,268 | | | LTIP1 | — | — | — | — | — | | | SERP | — | — | — | — | — | | Ms. Radtke | Restoration Plan | $4,725 | $4,725 | $181 | — | $9,631 | | | LTIP1 | — | — | — | — | — | | | SERP | — | — | — | — | — | | Mr. Goumas | Restoration Plan | — | — | $295 | — | $4,124 | | | LTIP1 | — | — | — | — | — |
1The amounts reflected in these rows represent the value of restricted stock units deferred by each Named Executive Officer under the 2015 LTIP.
2See the narrative disclosure that follows for information regarding the extent to which amounts reported in this column represent hypothetical amounts of earnings or losses and dividends credited during 2023 on all accounts for each NEO under the contributionsCompany’s Restoration Plan. These gains and earnings columnslosses are reported as 2016 compensation in the 2016 Summary Compensation Table and amounts reported in the "Aggregate Balance at 12/31/16" column previously werenot reported as compensation in ourthe “2023 Summary Compensation Tables for previous years.
SERP
The Company’s SERP is an unfunded, non-qualified defined contribution plan through whichTable” as the Company provides annual contributions to a participant’s notional account, which is referred tohas determined they are not above-market as a participant’s company account. Participants include officers selected by the Compensation Committee. Benefitsdetermined under the SERP are based on the participating officer’s vested percentage in his or her notional account balance at the time of distribution. An officer generally vests in his or her company SERP account 20% for each year of participation in their respective company account, subject to accelerated vesting for death, disability, termination by the Company without cause or retirement, or on a change in control.applicable SEC rules.
For 2016, participants could elect to defer the payment of certain compensation earned from the Company (as described below) under the SERP. Any amounts deferred by a participant are maintained in a notional account separate from the account into which the Company makes annual contributions. This separate account is referred to as a participant’s deferral account. Participants are 100% vested in their deferral accounts at all times.
Restoration PlanRESTORATION PLAN
The Company’s Restoration Plan is an unfunded, non-qualified defined contribution plan through which the Company providespreviously provided annual contributions to each participant’s notional accounts, which are referred to as a participant’s company matching account and company service-based account. Participants include the Named Executive Officers and other employees of the Company whose base salary exceeds certain compensation limits imposed by the Internal Revenue Code. Benefits under the 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 the Company, subject to accelerated vesting for death, disability, termination by the Company without cause or retirement, or on a change in control.
Participants may elect to defer the payment of certain compensation earned from the Company or its subsidiaries (as described below) that is in excess of limits imposed by the Internal Revenue Code under the Company’s Restoration Plan. Participants are 100% vested in their deferral accounts at all times.
Executive Contributions in 2016
Under the SERP, an officer selected by the Compensation Committee may elect to defer up to 50% of his or her annual salary and/or up to 100% of any bonus earned in anythis plan, year and a member of the Board may elect to defer up to 100% of his or her retainers and fees earned in any plan year. Although participants were permitted to contribute all or a portion of their 2016 EICP bonuses to their SERP accounts, the amounts reported in this table as “Executive Contributions in 2016” do not include any contributions of any 2016 EICP awards. Amounts reported in this column for each Named Executive Officer are reported as “Salary” for each Named Executive Officer in the 2016 Summary Compensation Table above. All of our Named Executive Officers elected to contribute to their Restoration Plan deferral accounts in 2016. The Company’s 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.
Company Contributions in 2016
The Company makes annual notional contributions to participating employees’ SERP company accounts equal to a percentage of the employee’s prior-year compensation, as determined by the Compensation Committee. Under the terms of the SERP, the contribution percentage may not be the same for all participants. Additionally, the Compensation Committee may approve a discretionary contribution to a participant’s account at any time.
For 2016, the contributions reported in the table above for the SERP reflect notional contributions made by the Company to each participating Named Executive Officer’s company account. The Company’s 2016 contributions equaled 5% of the Named Executives Officers’ base salaries and EICP awards paid in 2015. All 2016 contributions are included in the 2016 Summary Compensation Table as “All Other Compensation.”
Under the Company’s Restoration Plan, the Company makes notional matching and serviced-based contributions to each eligible participant’s company matching account and serviced-based account, respectively. Any Restoration Plan participants who have elected to make deferral contributions under the Restoration Plan are credited with a Company matching contribution equal to 50% of the first 6% of their deferral contribution. For each participant in the Restoration Plan who is not eligible to participate in the Company’s pension plans, the Company also makes 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 the Company’s Restoration Plan. All 2016 Company contributions are included in the 2016 Summary Compensation Table as “All Other Compensation.”
Aggregate Earnings in 2016
The amounts reported in this column for the SERP and Restoration Plan represent hypothetical amounts of earnings or losses and dividends credited during 2016 on all accounts for each Named Executive Officer under the Company’s SERP and Restoration Plan. Under these plans, each participant elects to have his or her notional accounts hypothetically invested in one or more of the investment funds designated by the 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 2016 Summary Compensation Table.
Aggregate Balance at December 31, 2016
The aggregate balance of a participating officer’s notional SERP account consists of contributions made byEffective July 1, 2018, the Company discontinued any further service-based contributions to the officer’s company account,Restoration Plan. In November 2019, the Compensation Committee elected to freeze all employee deferrals byand Company contributions to the officer to his or her deferral account and hypothetical credited gains or losses on those accounts. The aggregate balance of a participating officer’s notional Restoration Plan Account consists of contributions made by the Companywith respect to the officer’s company matching account and company service-based account, deferrals by the officer to hiscompensation earned for services beginning on or her deferral account, and hypothetical gains or losses on those accounts. The balances shown represent the accumulated account values (including gains and losses) for each Named Executive Officer as of December 31, 2016. Ms. Apker and Ms. Radtke were 100% and 0% vested, respectively, on their SERP balances and Messrs. Ferland, Carano, Gedeon and Goumas were 60%, 40%, 20% and 0% vested, respectively, in their SERPafter January 1, 2020.
DEFERRED RESTRICTED STOCK UNITS UNDER LTIP
balances as shown above. Messrs. Ferland, Carano and Goumas and Ms. Apker were each 100% vested in their Restoration Plan balance as shown above, and Mr. Gedeon and Ms. Radtke were 0% vested.
Deferred Restricted Stock Units Under LTIP
Under the terms of the 2015 LTIP and 2021 LTIP, the Compensation Committee has the discretion to permit selected participants to defer all or a portion of their stock awards. These deferred restricted stock unitsRSUs will be paid by the Company in the form of Company common stock. Mr. Ferland’sAs noted above, no NEOs elected to defer any RSUs during 2023 or held any outstanding deferred restricted stock units will be delivered in four annual installments beginning two years after his terminationRSUs as of employment. Mr. Carano’s deferred restricted stock units will be delivered in five annual installments beginning six months following his termination of employment.December 31, 2023. Potential Payments Upon Termination or Change In Control The following tables showtable shows potential payments to our Named Executive OfficersNEOs who were employed with us on December 31, 2023 under existing contracts, agreements, plans or arrangements whether written or unwritten, for various scenarios under which a payment would be due in the event of a change in control or termination of employment of our Named Executive Officers,NEOs, assuming a December 30, 201631, 2023 termination date. Where applicable, the amounts listed below use the closing price of the Company’s common stock of $16.59$1.46 (as reported on the NYSE) ason of December 30, 2016.29, 2023 (the last trading date of the fiscal year. These tables do not reflect amounts that would be payable to the Named Executive OfficersNEOs pursuant to benefits or awards that are already vested.
Except as otherwise indicated, amounts reported in the below tables for stock options, restricted stock unitsSARs, time-based RSUs and PSUs represent the value of unvested and accelerated shares or units, as applicable, calculated by: •
for stock options:options and SARs: multiplying the number of accelerated stock options or SARs by the difference between the exercise price and $16.59amount (if any) by which $1.46 (the closing price of the Company’s common stock on December 30, 2016);29, 2023) exceeds the exercise or base price of the award; and
•
for restricted stock units and PSUs:RSUs: multiplying the number of accelerated units by $16.59$1.46 (the closing price of the Company’s common stock on December 30, 2016)29, 2023).
| | NAME | | | TERMINATION SCENARIO | | | CASH
($) | | | ACCELERATED
VESTING
OF EQUITY
AWARDS
($)(1) | | | HEATLH AND
WELFARE
BENEFITS
($) | | | OUTPLACEMENT
SERVICES
($) | | | TOTAL
($) | | | | Mr. Young | | | Termination Without Cause /
For Good Reason | | | | | — | | | | | | 121,667 | | | | | | — | | | | | | — | | | | | | 121,667 | | | | | | | | Change in Control | | | | | — | | | | | | 243,334 | | | | | | — | | | | | | — | | | | | | 243,334 | | | | | | | | Death / Disability | | | | | — | | | | | | 243,334 | | | | | | — | | | | | | — | | | | | | 243,334 | | | | | Mr. Salamone | | | Termination Without Cause /
For Good Reason | | | | | 525,000 | | | | | | 70,568 | | | | | | — | | | | | | — | | | | | | 595,568 | | | | | | | | Change in Control | | | | | — | | | | | | 141,135 | | | | | | — | | | | | | — | | | | | | 141,135 | | | | | | | | Death / Disability | | | | | — | | | | | | 141,135 | | | | | | — | | | | | | — | | | | | | 141,135 | | | | | Mr. Morgan | | | Termination Without Cause /
For Good Reason | | | | | 550,000 | | | | | | 73,001 | | | | | | 64,988 | | | | | | 12,000 | | | | | | 699,989 | | | | | | | | Change in Control | | | | | 1,485,000 | | | | | | 217,556 | | | | | | 64,988 | | | | | | | | | | | | 1,767,544 | | | | | | | | Death / Disability | | | | | — | | | | | | 217,556 | | | | | | | | | | | | — | | | | | | 217,556 | | | | | Mr. Dziewisz | | | Termination Without Cause /
For Good Reason | | | | | 450,000 | | | | | | 53,317 | | | | | | 45,333 | | | | | | 12,000 | | | | | | 559,650 | | | | | | | | Change in Control | | | | | — | | | | | | 104,634 | | | | | | — | | | | | | — | | | | | | 104,634 | | | | | | | | Death / Disability | | | | | — | | | | | | 104,634 | | | | | | | | | | | | — | | | | | | 104,634 | | | | | Mr. Riker | | | Termination Without Cause /
For Good Reason | | | | | 400,000 | | | | | | 31,634 | | | | | | — | | | | | | 12,000 | | | | | | 431,809 | | | | | | | | Change in Control | | | | | — | | | | | | 63,268 | | | | | | — | | | | | | — | | | | | | 490,450 | | | | | | | | Death / Disability | | | | | — | | | | | | 63,268 | | | | | | | | | | | | — | | | | | | 490,450 | | |
ESTIMATED VALUE OF BENEFITS TO BE RECEIVED UPON INVOLUNTARY TERMINATION WITHOUT CAUSE(1)
The following table showsamount reported for a “Change in Control” reflects the estimated value of paymentsthe NEO’s equity awards that would have accelerated had (1) the NEO’s employment terminated due to the NEO’s death or disability, termination by the Company without “cause”, or resignation by the NEO for “good reason”, in each case within two years following a change in control of the Company, or (2) the awards been terminated (and not assumed or continued) in the change in control transaction (as to each NEO, this value represents the entire equity award acceleration value for the NEO in the circumstances; such value would not be in addition to the equity award acceleration value reported for the NEO on any other row in the table above). THIRD-PARTY COMPENSATION ARRANGEMENTS — Mr. Young As noted above, the services of Mr. Young are provided pursuant to a consulting arrangement with the B. Riley Affiliate and otherdoes not provide for any severance or benefits dueupon a cessation of services. In addition to his consulting arrangement, Mr. Young may be eligible for acceleration of any RSUs in accordance with the Named Executive Officers other than terms of the 2015 LTIP and 2021 LTIP. EXECUTIVE EMPLOYMENT AGREEMENTS — Mr. Goumas assuming their involuntary termination without cause as of December 30, 2016. InSalamone The Company has entered into an executive employment agreement with Mr. Salamone dated November 19, 2018. Under this agreement, in the event of a Named Executive Officer’s termination with cause, none of these paymentsthe Company other than for “cause” or by the executive for “good reason” (as such terms are defined in the agreement), Mr. Salamone shall be entitled to continuation of base salary for a period of
52 weeks. Receipt of the severance benefits under the employment agreement is subject to the executive delivering a general release of claims and agreeing to certain non-compete, nondisclosure and other restrictive covenants. The employment agreement does not provide for enhanced severance protection in the event of a termination of employment following a change in control. EXECUTIVE SEVERANCE PLAN — Messrs. Morgan, Dziewisz, and Riker The Company maintains an executive severance plan pursuant to which participants (including Messrs. Morgan, Dziewisz and Riker) are eligible to receive certain severance benefits would be due.in case of an involuntary termination without “cause,” including a termination for “good reason.” | | | | | | | | | | | | | | MR. FERLAND |
| MS. APKER |
| MR. CARANO |
| MR. GEDEON |
| MS. RADTKE |
| | Severance Payments | $1,957,000 |
| $435,000 |
| $425,000 |
| $390,000 |
| $360,000 |
| | Cash Retention Award | $1,900,000 | — |
| — |
| — |
| — |
| | Benefits Payment | $53,740 |
| $9,235 |
| $12,729 |
| $12,729 |
| $12,729 |
| | EICP | $0 |
| — |
| — |
| — |
| — |
| | Financial Planning | $6,000 |
| $6,000 |
| $6,000 |
| $6,000 |
| $6,000 |
| | Outplacement Services | $7,500 |
| $7,500 |
| $7,500 |
| $7,500 |
| $7,500 |
| | Supplemental Executive Retirement Plan (SERP) | $123,747 |
| — |
| — |
| — |
| — |
| | Restoration Plan | — |
| — |
| — |
| — |
| — |
| | Stock Options (unvested and accelerated) | $0 |
| $0 |
| $0 |
| $0 |
| $0 |
| | Restricted Stock Units (unvested and accelerated) | $2,263,883 |
| $0 |
| $0 |
| $0 |
| $0 |
| | PSUs (unvested and accelerated) | $805,986 |
| $0 |
| $0 |
| $0 |
| $0 |
| | Total | $7,117,856 |
| $457,735 |
| $451,229 |
| $416,229 |
| $386,229 |
|
Severance Payment . The severance payment reported for each Named Executive Officer other than Mr. FerlandMessrs. Morgan, Dziewisz and Riker represents a lump sum cash paymentsalary continuation payments equal to 52 weeks of base salary as in effect on the date of termination. This is the amount that would have been payable under the Babcock & Wilcox Enterprises, Inc. Executive Severance Plan (or “Executive Severance Plan”). The Executive Severance Plan generally provides for benefits in the event a Named Executive Officer is terminated by the Company for reasons other than “cause.”
The severance payment reported for Mr. Ferland represents a lump sum cash payment equal to his annualized base salary and target bonus amount as in effect immediately prior to termination. This is the amount that would have been payable under Mr. Ferland’s employment agreement. Mr. Ferland’s employment agreement generally provides for benefits in the event Mr. Ferland is terminated by the Company for reasons other than “cause,” death or “disability,” or by Mr. Ferland for “good reason,” or if Mr. Ferland's employment ends at the end of the initial term or renewal term of his employment agreement following notice of non-renewal by either party (a "Non-Renewal Termination").
Receipt of the severance benefits under the Executive Severance Plan is generally subject to executing a general release of claims and agreeing to certain non-compete,non- compete, nondisclosure and other restrictive covenants. Receipt Reimbursement of the severance benefits under Mr. Ferland’s employment agreement is generally subject to executing a general release of claims. Under the Executive Severance Plan and Mr. Ferland’s employment agreement, “cause” means:
the willful and continued failure of the executive 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 executive by the Compensation Committee or the chief executive officer (or the Board, in the case of Mr. Ferland), which specifically identifies the manner in which the compensation committee or the chief executive officer (or the Board, in the case of Mr. Ferland) believes that the executive has not substantially performed his or her duties, after which the executive will have 30 days to defend or remedy such failure to substantially perform his or her duties;
the willful engaging by an executive in illegal conduct or gross misconduct, which is materially and demonstrably injurious to the Company; or
the conviction of an executive with no further possibility of appeal for, or plea of nolo contendere by the executive to, any felony.
Except as set forth on the following pages, the severance payments and benefits payable to Mr. Ferland are in lieu of any severance payments or benefits payable under any other severance plan, benefit or program of the Company, including the Company’s Executive Severance Plan.
Cash Retention Award
Mr. Ferland’s retention agreement provides a one-time cash retention award equal to two times the sum of Mr. Ferland’s salary in effect on the date of his retention agreement plus his 2014 target bonus under BWC’s Executive Incentive Compensation Plan, 50% of which would be paid on each of the second and third anniversaries of the spin-off if Mr. Ferland remains continuously employed with the Company at each such date. 50% of Mr. Ferland's cash retention award would vest on the date of his termination. The amount reported assumes the Company elected on December 30, 2016 not to extend Mr. Ferland's employment under his employment agreement beyond June 30, 2017 (the second anniversary of the spin-off)Health Care Premiums.
Benefits Payment
Upon a termination by the Company other than due to cause, death or disability under Mr. Ferland’s employment agreement, Mr. Ferland would also be entitled to a lump sum payment equal to three times the full annual cost of coverage for the medical, dental and/or vision benefits in effect for Mr. Ferland and his covered dependents as of the date of termination. The amount reported for Mr. Ferland was determined by multiplying the annual cost of 2016 medical, dental and/or vision benefits for Mr. Ferland and his covered dependents by three.
Upon a termination by the Company for any reason other than cause under our Executive Severance Plan, each Named Executive Officer other than Mr. FerlandMessrs. Morgan, Dziewisz, and Riker would be entitled to a lump sum payment equal to nine monthsreimbursement of the employer share of the “applicable premium” for continuation coverage under COBRA premiums for the medical, dental and/or vision benefits in effect for the Named Executive Officerparticipating NEO and his or her qualified beneficiaries as of the date of termination.termination for a period of three months. The amounts reported were determined by multiplying the annualmonthly employer cost of 20162023 medical, dental and/or vision benefits for the Named Executive Officerparticipating NEO and his or her qualified beneficiaries by 102%, and then multiplying the product by three-fourths. Our Executive Severance Plan also provides for extended availability of COBRA coverage from 18 to 24 months. three. These payments are subject to the same conditions described above for severance payments under the Executive Severance Planpayments. Outplacement Services. Messrs. Morgan, Dziewisz, and Mr. Ferland’s employment agreement, as applicable.
EICP
Upon a termination by the Company for any reason other than cause, death or disability under his employment agreement, Mr. Ferland would be entitled to the amount of his annual incentive award earned in 2016 under the EICP based on full-year performance, pro-rated based on a December 30, 2016 termination date, contingent upon Mr. Ferland executing a general release of claims as described above.
Financial Planning
If the Named Executive Officer is terminated for any reason other than cause and he or she participated in the Company’s financial planning services as of December 30, 2016, our agreement with the financial planning service provider provides for financial planning benefits until June 30th of the year following the year in which the termination without cause occurred, so long as the services are not earlier terminated for all similarly situated employees. All Named Executive Officers were eligible to participate in financial planning benefit during 2016. The amounts reported in this column represent two times the most recent quarterly fee paid by the Company for the applicable Named Executive Officer to receive such benefits.
Outplacement Services
The Named Executive OfficersRiker would be entitled to 12 months of employer-paid outplacement services under our Executive Severance Plan following theirhis termination by the Company for reasons other than cause. The amount reported represents the cost the Company would incur to engage our third-party service provider for 12 months of executive outplacement services.
SERP
Pursuant to Mr. Ferland’s employment agreement, his company account in the SERP becomes fully vested on, among other events, the date of his terminationBuckler was also covered by the Company for any reason other than cause, death or disability. Mr. Ferland was 60% vested in his company accounts as of December 30, 2016. Accordingly, 40% of the amount in his company account would be subject to accelerated vesting upon his termination without cause.
Restoration Plan
Mr. Ferland’s employment agreement provides that his company matching account and company service-based account become fully vested on, among other events, the date of his termination by the Company for any reason other than cause, death or disability. Mr. Ferland was 100% vested in his Restoration Plan account as of December 30, 2016. Accordingly, none of the amounts in his company matching account and company service-based account would be subject to accelerated vesting upon his termination without cause.
Equity Awards
Mr. Ferland’s employment agreement provides that all outstanding and unvested equity awards granted to Mr. Ferland on or prior to December 30, 2014 will become vested upon, among other events, termination for reasons other than cause, death or disability (for PSUs, based on achievement of the applicable performance conditions for the full performance period). Any other unvested equity awards granted to Mr. Ferland on or after January 1, 2015 will vest on a pro-rata basis based on the number of days during the applicable vesting or performance period that Mr. Ferlandseverance plan while he was employed by the Company (including days employed by BWC prior to the spin-off) (for PSUs, based on achievement of the applicable performance conditions for the full performance period which is assumed for purposes of this disclosure to be at a "target" level of performance).Company.
Separation Arrangement with Mr. Goumas
Mr. Goumas left the Company in June 2016 and received severance compensation and benefits taking into account the fact that Mr. Goumas was a long-tenured employee whose position was eliminated within a relatively short time following the spin-off. Mr. Goumas received his accrued but unpaid salary and expense reimbursements and payment of $30,894 for his accrued but unused vacation days. In addition, Mr. Goumas received lump sum payments of (1) $971,300 which represented salary continuation and foregone bonus opportunities, plus (2) $12,472, which represented premiums for nine months of continued medical, dental and vision coverage. In addition, Mr. Goumas' unvested equity awards were partially vested as follows: with respect to 2014 awards, 30/36 of the shares granted; with respect to 2015 awards, 18/36 of the shares granted; and with respect to 2016 awards, 6/36 of the shares granted. The total value of these vested equity awards was $193,694 (for PSUs, based on achievement of the applicable performance conditions for the full performance period, which is assumed for purposes of this disclosure to be at the "target" level of performance).
ESTIMATED VALUE OF BENEFITS TO BE RECEIVED UPON VOLUNTARY TERMINATION
No payments or other benefits would be due to our Named Executive Officers other than Mr. Ferland assuming their voluntary termination as of December 30, 2016 (except for accrued but unpaid compensation). However, certain payments and benefits would become payable to Mr. Ferland if he voluntarily terminated his employment for “good reason” as defined under his employment agreement. “Good reason” means (subject to "notice" and "cure" as set forth in the employment agreement):
a material diminution in the duties or responsibilities of Mr. Ferland from those applicable on and immediately following the spin-off;
a material breach of the employment agreement by the Company, including a breach of the terms governing Mr. Ferland’s compensation and benefits;
the failure by the Company to continue in effect any compensation plan in which Mr. Ferland participates immediately before the spin-off which is material to Mr. Ferland’s total compensation, unless a comparable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue Mr. Ferland’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable than existed immediately before the spin-off, unless the action by the Company applies to all similarly situated employees;
the failure by the Company to continue to provide Mr. Ferland with material benefits in the aggregate that are substantially similar to those enjoyed by Mr. Ferland under any of the Company’s (or its affiliates’) pension, savings, life insurance, medical, health and accident, or disability plans in which Mr. Ferland was participating immediately before the spin-off if such benefits are material to Mr. Ferland’s total compensation, the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Mr. Ferland of any fringe benefit enjoyed by him or her immediately prior to the spin-off if such fringe benefit is material to Mr. Ferland’s total compensation, unless the action by the Company applies to all similarly situated employees; or
a change in the location of Mr. Ferland’s principal place of employment with the Company by more than 50 miles from the location where Mr. Ferland was principally employed immediately prior to the spin-off without Mr. Ferland’s consent.
The following table shows the estimated value of payments and other benefits due the Named Executive Officers other than Mr. Goumas on a voluntary termination of employment (assuming, in the case of Mr. Ferland, his termination of employment for good reason under his employment agreement as of December 30, 2016). | | | | | | | | | MR. FERLAND | MS. APKER | MR. CARANO | MR. GEDEON | MS. RADTKE | | Severance Payments | $1,957,000 | — | — | — | — | | Cash Retention Award | $1,900,000 | — | — | — | — | | Benefits Payment | $53,740 | — | — | — | — | | EICP | $0 | — | — | — | — | | Financial Planning | $6,000 | $6,000 | $6,000 | $6,000 | $6,000 | | Supplemental Executive Retirement Plan (SERP) | $123,747 | — | — | — | — | | Restoration Plan | — | — | — | — | — | Stock Options
(unvested and accelerated) | $0 | $0 | $0 | $0 | $0 | | Restricted Stock Units (unvested and accelerated) | $2,263,883 | $0 | $0 | $0 | $0 | | PSUs (unvested and accelerated) | $805,986 | $0 | $0 | $0 | $0 | | Total | $7,110,356 | $6,000 | $6,000 | $6,000 | $6,000 |
Severance Payment
The severance payment reported for Mr. Ferland represents a lump sum cash payment equal to his annualized base salary and target bonus amount as in effect immediately prior to termination, which would have been payable pursuant to his employment agreement if he resigned for “good reason.” Under the Executive Severance Plan, the other Named Executive Officers would not be entitled to similar severance payments upon a resignation for “good reason.” Receipt of the severance benefits under Mr. Ferland's employment agreement on a resignation for "good reason" is generally subject to executing a general release of claims.
Cash Retention Award
Mr. Ferland’s retention agreement provides for a one-time cash retention award equal to two times the sum of Mr. Ferland’s salary in effect on the date of his retention agreement plus his 2014 target bonus under BWC’s EICP, 50% of which would be paid on each of the second and third anniversaries of the spin-off if Mr. Ferland remains continuously employed with the Company at each such date. 50% of Mr. Ferland's cash retention award would vest on the date of his termination. The amount reported assumes that Mr. Ferland terminated his employment for good reason on December 30, 2016 with an effective date as of June 30, 2017 (the second anniversary of the spin-off).
Benefits Payment
Upon termination by Mr. Ferland for “good reason” under his employment agreement, Mr. Ferland would also be entitled to a lump sum payment equal to three times the full annual cost of coverage for the medical, dental and/or vision benefits in effect for Mr. Ferland and his covered dependents as of the date of termination. This payment is subject to the same conditions described above for severance payments under the Mr. Ferland’s employment agreement. The amount reported for Mr. Ferland was determined by multiplying the annual cost of 2016 medical, dental and/or vision benefits for Mr. Ferland and his covered dependents by three.
EICP
Upon a termination for good reason under his employment agreement, Mr. Ferland would be entitled to the amount of his annual incentive award earned in 2016 under the EICP based on full-year performance, pro-rated based on a December 30, 2016 termination date, contingent upon Mr. Ferland executing a general release of claims as described above.
Financial Planning
If the Named Executive Officer terminates his or her employment for good reason and he or she participated in the Company’s financial planning services as of December 30, 2016, our agreement with the financial planning service provider provide for financial planning benefits until June 30th of the year following the year in which the termination for good reason occurred, so long as the services are not earlier terminated for all similarly situated employees. All Named Executive Officers were eligible to participate in financial planning benefit during 2016. The amounts reported in this column represent two times the most recent quarterly fee paid by the Company for the applicable Named Executive Officer to receive such benefits.
SERP
Pursuant to Mr. Ferland’s employment agreement, his company account in the SERP becomes fully vested on, among other events, the date of his termination for good reason. Mr. Ferland was 60% vested in his Company accounts as of December 30, 2016. Accordingly, 40% of the amount in his company accounts would be subject to accelerated vesting upon his termination for good reason.
Restoration Plan
Mr. Ferland’s employment agreement provides that his company matching account and company service-based account become fully vested on, among other events, the date he terminates his employment for good reason. Mr. Ferland was 100% vested in his Restoration Plan accounts as of December 30, 2016. Accordingly, none of the amounts in his company matching account and company service-based account would be subject to accelerated vesting upon his termination of employment for good reason.
Equity Awards
Mr. Ferland’s employment agreement provides that all outstanding and unvested equity awards granted to Mr. Ferland on or prior to December 31, 2014 will become vested upon, among other events, termination of employment for good reason (for PSUs, based on achievement of the applicable performance conditions for the full performance period). Any other unvested equity awards granted to Mr. Ferland on or after January 1, 2015 will vest on a pro-rata basis based on the number of days during the applicable vesting period that Mr. Ferland was employed by the Company (including days employed by BWC prior to the spin-off) (for PSUs, based on achievement of the applicable performance conditions for the full performance period, which is assumed for purposes of this disclosure to be at a "target" level of performance).
ESTIMATED VALUE OF BENEFITS TO BE RECEIVED UPON TERMINATION DUE TO DEATH OR DISABILITY
The following table shows the value of payments and other benefits due to the Named Executive Officers other than Mr. Goumas assuming the termination of their employment by reason of death or disability as of December 30, 2016.
| | | | | | | | | | | | | | MR. FERLAND | MS. APKER | MR. CARANO | MR. GEDEON | MS. RADTKE | Severance Payments1 | $978,500 |
| $435,000 |
| $425,000 |
| $390,000 |
| $360,000 |
| | Cash Retention Award | $3,800,000 | — |
| — |
| — |
| — |
| Benefit Payments1 | $53,740 |
| $9,235 |
| $12,729 |
| $12,729 |
| $12,729 |
| | EICP | $0 |
| — |
| — |
| — |
| — |
| Outplacement Services1 | $7,500 |
| $7,500 |
| $7,500 |
| $7,500 |
| $7,500 |
| | Financial Planning | $6,000 |
| $6,000 |
| $6,000 |
| $6,000 |
| $6,000 |
| Supplemental Executive
Retirement Plan (SERP) | $123,747 |
| $0 |
| $41,959 |
| $26,932 |
| $0 |
| | Restoration Plan | — |
| — |
| — |
| $15,403 |
| $5,846 |
| Stock Options
(unvested and accelerated) | $0 |
| $0 |
| $0 |
| $0 |
| $0 |
| | Restricted Stock Units (unvested and accelerated) | $2,263,883 |
| $381,155 |
| $381,852 |
| $271,412 |
| $345,304 |
| | PSUs (unvested and accelerated) | $805,986 |
| $345,420 |
| $259,053 |
| $187,102 |
| $187,102 |
| | Total | $8,039,356 |
| $1,184,310 |
| $1,134,093 |
| $917,078 |
| $924,481 |
|
1Other than with respect to the "Benefit Payments" amount for Mr. Ferland, these benefits would not be payable in the event of a Named Executive Officer’s death.
Severance Payment
The severance payments reported for each Named Executive Officer represent lump sum cash payments equal to 52 weeks base salary as in effect on the date of termination. This is the amount that would have been payable under the Executive Severance Plan. Through this plan, eligible employees are entitled to receive specified severance benefits, including the severance payment reported, in the event their employment is terminated due to a termination by the Company by reason of a Named Executive Officer being unable to perform his or her duties due to their physical or mental illness or disability. The Executive Severance Plan generally provides for benefits in the event a Named Executive Officer is terminated by the Company for reasons other than “cause.” “Cause” is defined to exclude instances where an eligible employee is unable to perform his or her duties by reason of his or her physical or mental illness or disability.
Cash Retention Award
Mr. Ferland’s retention agreement provides for a one-time cash retention award equal to two times the sum of Mr. Ferland’s salary in effect on the date of his retention agreement plus his 2014 target bonus under BWC’s Executive Incentive Compensation Plan, 50% of which would be paid on each of the second and third anniversaries of the spin-off if Mr. Ferland remains continuously employed with the Company at each such date. Any unvested portion of the cash retention award is payable in full upon Mr. Ferland’s death or “disability” so long as he remains continuously employed by the Company through the date of death or last date of employment due to “disability.” Under the terms of Mr. Ferland’s retention agreement, “disability” means the circumstances that would qualify him for long term disability benefits under the Company’s long term disability plan (whether or not he is covered by such plan). The disability plan defines “disability” to generally mean that, due to sickness, pregnancy or accidental injury, an employee is receiving “appropriate care” and “treatment from a doctor” (each as defined in the long term disability plan) on a continuing basis, and during the employee’s “elimination period” (as defined in the disability plan) and the next 24 month period, the employee is unable to earn more than 80% of his or her pre-disability earnings or indexed pre-disability earnings at his or her occupation for any employer in his or her local economy; or after the 24 month period, the employee is unable to earn more than 60% of his or her indexed pre-disability earnings from any employer in his or her local economy, and which provides the employee with substantially the same earning capacity as the employee’s former earning capacity prior to the start of his or her disability.
Benefit Payments
Upon a termination by the Company for any reason other than cause under our Executive Severance Plan, each Named Executive Officer other than Mr. Ferland 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 Officer and his or her qualified beneficiaries as of the date of termination. The amounts reported were determined by multiplying the annual cost of 2016 medical, dental and/or vision benefits for the Named Executive Officer and his or her qualified beneficiaries by 102%, and then multiplying the product by three fourths. Our Executive Severance Plan also provides for extended availability of COBRA coverage from 18 to 24 months.
Upon termination by Mr. Ferland due to death or disability under his employment agreement, Mr. Ferland would be entitled to a lump sum payment equal to three times the full annual cost of coverage for the medical, dental and/or vision benefits in effect for Mr. Ferland and his or her covered dependents as of the date of termination. The amount reported for Mr. Ferland was determined by multiplying the annual cost of 2016 medical, dental and/or vision benefits for Mr. Ferland and his covered dependents by three. Under Mr. Ferland’s employment agreement, “disability” is defined as circumstances which would qualify Mr. Ferland for long term disability benefits under the Company’s long term disability plan (whether or not he is covered under such plan).
EICP
Upon a termination of Mr. Ferland’s employment due to death or disability under his employment agreement, Mr. Ferland would be entitled to the amount of his annual incentive award earned in 2016 under the EICP based on full-year performance, pro-rated based on a December 30, 2016 termination date.
Outplacement Services
Each Named Executive Officer would be entitled to 12 months of employer-paid outplacement services under our Executive Severance Plan following his or her termination by the Company for reasons other than cause. The amounts reported represent the per-person cost the Company would incur to engage our third-party service provider for 12 months of executive outplacement services.
Financial Planning
Under the terms of the agreement with our financial planning service provider, each Named Executive Officer is entitled to financial planning benefits until June 30th of the year following the year of long-term disability, among other events, so long as the agreement has not been earlier terminated. The amounts reported in this column represent the amount the Company paid for financial planning services for the Named Executive Officer to receive such benefits in 2016.
SERP
Under the terms of the SERP, an executive’s company account fully vests on, among other events, the executive’s death or disability. Ms. Apker and Ms. Radtke were 100% and 0% vested, respectively, in their respective company accounts as of December 30, 2016. Messrs. Ferland, Carano and Gedeon were 60%, 40% and 20% vested, respectively, in their respective company accounts as of the same date. Accordingly, for Ms. Radtke and Messrs. Ferland, Carano and Gedeon, 100%, 40%, 60% and 80%, respectively, of the amount in their company accounts would be subject to accelerated vesting upon their termination due to death or disability.
Restoration Plan
Under our Restoration Plan, an executive’s company matching account and company service-based account become fully vested on, among other events, the date of the executive’s death or disability. Messrs. Ferland and Carano and Ms. Apker were 100% vested in their Restoration Plan accounts as of December 30, 2016, and Mr. Gedeon and Ms. Radtke were 0% vested in their company matching accounts and company service-based accounts as of December 30, 2016. Accordingly, 100% of the amounts in the company matching accounts and company service-based accounts of Mr. Gedeon and Ms. Radtke would be subject to accelerated vesting upon their termination of employment due to death or disability.
Equity Awards
Under the terms of the awards outstanding for each Named Executive Officer as of December 30, 2016, all unvested stock awards become vested and all unvested option awards become vested (for PSUs, at the "target" level) and exercisable in the event the applicable Named Executive Officer’s employment terminates by reason of his or her death, or if the Named Executive Officer becomes disabled.
Mr. Ferland’s employment agreement provides that all outstanding and unvested equity awards granted to Mr. Ferland on or prior to December 30, 2014 will become vested upon, among other events, termination of employment due to death or disability (for PSUs, based on achievement of the applicable performance conditions for the full performance period, which is assumed for purposes of this disclosure to be at a "target" level of performance). Any other unvested equity awards granted to Mr. Ferland on or after January 1, 2015 will vest on a pro-rata basis based on the number of days during the applicable performance or service period that Mr. Ferland was employed by the Company (including days employed by BWC prior to the spin-off).
ESTIMATED VALUE OF BENEFITS TO BE RECEIVED IN CONNECTION WITH CHANGE IN CONTROL AGREEMENT — Mr. Morgan
The following table shows the estimated value of payments and other benefits due the Named Executive Officers other than Mr. Goumas assuming a change in control and termination as of December 30, 2016.
| | | | | | | | | | | | | | MR. FERLAND | MS. APKER | MR. CARANO | MR. GEDEON | MS. RADTKE | | Severance Payments | $1,957,000 |
| $1,479,000 |
| $1,360,000 |
| $1,248,000 |
| $1,152,000 |
| | Cash Retention Award | $3,800,000 | — |
| — |
| — |
| — |
| | Benefits Payment | $50,914 |
| $36,939 |
| $50,914 |
| $50,914 |
| $50,914 |
| | EICP | $978,500 |
| $304,500 |
| $255,000 |
| $234,000 |
| $216,000 |
| | Financial Planning | $6,000 | $6,000 |
| $6,000 |
| $6,000 |
| $6,000 |
| Supplemental Executive
Retirement Plan (SERP) | $123,747 |
| $0 |
| $41,959 |
| $26,932 |
| $0 |
| | Restoration Plan | — |
| — |
| — |
| $15,403 |
| $5,846 |
| Stock Options
(unvested and accelerated) | $0 |
| $0 |
| $0 |
| $0 |
| $0 |
| | Restricted Stock Units (unvested and accelerated) | $3,726,761 |
| $381,155 |
| $381,852 |
| $271,412 |
| $345,304 |
| | PSUs (unvested and accelerated) | $805,986 |
| $345,420 |
| $259,053 |
| $187,102 |
| $187,102 |
| | Excise Tax Gross-Up | — |
| — |
| — |
| — |
| — |
| | Total | $11,448,909 |
| $2,553,015 |
| $2,354,779 |
| $2,039,764 |
| $1,963,167 |
|
The Company has change in control agreements with various officers elected prior to August 4, 2016, including eachMr. Morgan (but none of our Named Executive Officers.the other NEOs). Generally, under the Company’s change in control agreements and certain other compensation arrangements, if a Named Executive Officeran NEO is terminated within two years following a change in control (as defined in the agreement) either (1) by the Company for any reason other than cause or death or disability, or (2) by the Named Executive OfficerNEO for good reason (in each case, a “qualifying termination”), the Named Executive OfficerNEO is entitled to receive: •
accelerated vesting in the executive’s SERP and Restoration Plan accounts;account; •
accelerated vesting in any outstanding equity awards; •
a cash severance payment; •
a prorated target EICPbonus payment; •
payment of the prior year’s EICPbonus payment, if unpaid at termination; and •
a cash payment representing health benefits coverage costs;costs. continued financial planning services; and
for Mr. Ferland, full vesting of his 2015 cash retention award.
In addition to these payments, the Named Executive OfficerNEO would 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. Under the Company’s change in control agreements, a “change in control” will be deemed to have occurred upon any of the following (as further clarified in the change in control agreements):
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 (as defined in the change in control agreements) cease for any reason to constitute a majority of the members of the Board;
consummation of certain business combinations (as further described in the agreements) unless, immediately following such business combination, (i) 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, (ii) 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), (iii) 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 (iv) 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 certain major asset dispositions (as further described in the agreements) unless, immediately following such major asset disposition, (i) 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 of the Company (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 (ii) a majority of the members of the Board (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.
Severance Payment
Severance.The severance payment made to each Named Executive Officer, with the exception of Mr. Ferland,Morgan in connection with a qualifying termination following a change in control is generally a cash payment equal to two times 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 annual incentive compensation percentage for the year in which the termination occurs. The severance payment made toamount for Mr. FerlandMorgan in connection with a qualifying termination following
a change in control is generally a cash payment equal to one times the sum of (1) his annual base salary prior to termination and (2) the same annual base salary multiplied byalso includes his target annual incentive compensation percentageamount for the year infor which the termination occurs.Assuming a termination as of December 30, 2016,31, 2023, the severance payment on a qualifying termination following a change in control would have been calculated based on the following: following for Mr. Ferland: $978,500Morgan: $550,000 base salary and $978,500$550,000 target annual incentive compensation (100% of his annual base salary);. Ms. Apker: $435,000 base salary and $304,500Incentive Component of Severance. The severance amount for Mr. Morgan in connection with a qualifying termination following a change in control also includes his target annual incentive compensation (70%amount for 2023. We have assumed for purposes of her annual base salary);
Mr. Carano: $425,000 base salary and $255,000 target annual incentive compensation (60%this disclosure that, in the event of a December 31, 2023 termination date, he would have been entitled to a payment equal to 100% of his annual base salary);
Mr. Gedeon: $390,000 base salary and $234,0002022 target annual incentive, compensation (60% of his annual base salary); and
Ms. Radtke: $360,000 base salary and $216,000 target annual incentive compensation (60% of her annual base salary).
Cash Retention Award
Mr. Ferland’s retention agreement provides for a one-time cash retention award equal to two times the sum of Mr. Ferland’s salaryas in effect onimmediately prior to the date of his retention agreement plus his 2014 target bonus under BWC’s EICP, 50% of which would be paid on each of the second and third anniversaries of the spin-off iftermination.
Benefits. The amount reported for Mr. Ferland remains continuously employed with the Company at each such date. Any unvested portion of the cash retention award is payable in full upon a change in control.
Benefits
The amounts reported representMorgan represents three times the full annual cost that would be payable by the NEO for continuation of coverage for medical, dental and vision benefits if elected by the NEO for himself/herselfhimself and his or her eligible dependents under COBRA for the year ended December 30, 2016,31, 2023, which would be paid in a lump sum.
EICP Payment
Depending on the timing of the termination relative to the payment of an EICP award, the applicable executive could receive up to two EICP payments in connection with termination resulting from a change in control, as follows:
If an EICP award for the year prior to termination is paid to other EICP participants after the date of the executive’s termination, the executive would be entitled to receive the actual amount of the award determined under the EICP for such prior year (without the exercise of any downward discretion). The 2015 EICP awards were paid before December 30, 2016. As a result, no payment would have been due to our Named Executive Officers in this respect.
The executive would be entitled to an EICP payment equal to the product of the Named Executive Officer’s annual base salary multiplied by such Named Executive Officer's EICP target percentage, with the product prorated based on the number of days the Named Executive Officer was employed during the year in which the termination occurs. We have assumed for purposes of this disclosure that, in the event of a December 30, 2016 termination date, each Named Executive Officer would have been entitled to an EICP payment equal to 100% of his or her 2016 target EICP, as in effect immediately prior to the date of termination.
Financial Planning
Under the terms of the agreement with the Company’s financial planning service provider, each Named Executive Officer is entitled to financial planning benefits until June 30th of the year following the year of a change in control, so long as the agreement has not been earlier terminated. The amounts reported in this column represent the fee that would be required to be paid for each such Named Executive Officer to receive such benefits. “Change of control” is not defined under the agreement.
SERP
Under the terms of the Company’s SERP, an executive’s company account becomes fully vested on, among other events, the date a change in control occurs. Ms. Apker and Ms. Radtke were 100% and 0% vested, respectively, in company accounts as of December 30, 2016 and Messrs. Ferland, Carano and Gedeon were 60%, 40% and 20% vested, respectively, in their respective company accounts as of the same date. Accordingly, for Ms. Radtke and Messrs. Ferland, Carano and Gedeon, 100%, 40%, 60% and 80%, respectively, of the amount in their company accounts would be subject to accelerated vesting upon a change in control. Under the SERP, a “change in control” occurs under the same circumstances described above with respect to the change-in-control agreements.
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, the date a change in control occurs. Messrs. Ferland and Carano and Ms. Apker were 100% vested in their Restoration Plan accounts as of December 30, 2016, and Mr. Gedeon and Ms. Radtke were 0% vested in their company matching accounts and company service-based accounts as of December 30, 2016. Accordingly, 100% of the amounts in the company matching accounts and company service-based accounts of Ms. Gedeon and Ms. Radtke would be subject to accelerated vesting upon their termination of employment following a change of control. “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.
Tax Reimbursements Reimbursements.The change in control agreements do not provide for any tax reimbursement on the benefits. Instead, the agreements contain a “modified cutback” provision, which acts to reduce the benefits payable to a NEO 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 NEO retaining a larger after-taxafter- tax amount.
TREATMENT OF LONG-TERM INCENTIVE AWARDS UNDER PLAN
Equity Awards
Under the terms of the Company’s outstanding awards outstanding,(including awards held by the NEOs), all unvested restricted stock unit,PSU and option awardsRSUs would become vested on a qualifying termination following a change in control (for(as defined in the applicable award agreements). Executives are entitled to acceleration of unvested RSUs in the event that employment is terminated by reason of a Reduction in Force (as defined in the applicable RSU agreement) on or after the first anniversary of the date of grant. In the event, (i) 25% of the then- remaining outstanding RSUs will vest on the date of such termination if the termination occurs prior to the second anniversary of the date of grant and (ii) 50% of the then remaining outstanding RSUs will vest on the date of such termination if the termination occurs on or after the second anniversary of the date of grant. The term “Reduction in Force” means a termination of employment under circumstances that would result in the payment of benefits under The Babcock & Wilcox Employee Severance Plan or a successor plan (whether or not the executive is a participant in such plan), termination of employment in connection with a voluntary exit incentive program, or termination of employment under other circumstances which the Committee designates as a reduction in force. Executives are entitled to full acceleration of unvested RSUs in the event of a termination of employment due to death or disability, or upon a termination of employment by the Company other than for “cause” or by the executive for “good reason”, in each case within two years following a change in control. The unvested PSUs at target levels)awarded in 2022 will terminate without vesting, to the extent the applicable performance goal has not been satisfied, should a change in control of the company occur. RESTORATION PLAN Under our Restoration Plan, an executive’s Company matching account and Company service-based account become fully vested on, among other events, a change in control or the date of the executive’s death or disability. Mr. Morgan is 100% vested in his Restoration Plan accounts. Accordingly, none of the amounts in his Company matching accounts and Company service-based accounts would be subject to accelerated vesting. BUCKLER SEVERANCE AGREEMENT The Company entered into a Severance Agreement and Release of Claims (“Severance Agreement”) with Mr. Bucker on November 30, 2023, the terms of which were negotiated with Mr. Buckler. The Severance Agreement provided that the Company would continue to pay Mr. Buckler, as severance, twenty weeks of his regular base salary (at the rate in effect prior to his termination of employment with the Company). UnderMr. Buckler provided the Company’s 2015 LTIP,Company with a “changegeneral release of claims.
CEO PAY RATIO Pursuant to the Exchange Act, we are required to disclose in control” occurs underthis proxy statement the ratio of the total annual compensation of our CEO to the median of the total annual compensation of all of our employees (excluding our CEO). Based on SEC rules for this disclosure and applying the methodology described below, we have determined that our CEO’s total compensation for 2023 was $1,083,333, and the median of the total 2023 compensation of all of our employees (excluding our CEO) was $39,063. Accordingly, we estimate the ratio of our CEO’s total compensation for 2023 to the median of the total 2023 compensation of all of our employees (excluding our CEO) to be 28 to 1. We identified the employee with the median of the total annual compensation of all of our employees (excluding our CEO) based on our employee population as of December 31, 2023 and taking into account each employee’s total cash compensation of 2023, which consisted of salary or wages, bonus and vested incentive compensation awards but excluded the value of health and welfare benefits. Once that median employee was identified, the median employee’s total annual compensation for 2023 presented in the pay ratio above (and our CEO’s total annual compensation for 2023 presented in the pay ratio above) was determined using the same circumstancesrules that apply to reporting the compensation of our NEOs in the “Total” column of the “2023 Summary Compensation Table.” We note that, due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision, and thus this ratio disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. PAY VERSUS PERFORMANCE The following table summarizes the relationship between our financial performance and the total compensation paid to our CEO and our other NEOs for the fiscal years shown in the table. (In this discussion, our CEO is also referred to as our principal executive officer or “PEO”, and our NEOs other than our CEO are referred to as our “Non-PEO NEOs”.) | | Fiscal
Year | | | Summary
Compensation
Table Total For
CEO
($) | | | Compensation
Actually Paid
to CEO
($) | | | Average
Summary
Compensation
Table Total for
Non-PEO
NEOs
($) | | | Average
Compensation
Actually Paid
to Non-PEO
NEOs
($) | | | Value of Initial Fixed $100
Investment Based on: | | | B&W
Net Income
($ Millions)(5) | | | B&W
Adjusted
EBITDA
($Millions)(6) | | | | B&W
TSR
($)(4) | | | Peer Group
TSR
($)(4) | | | | (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | | | 2023 | | | | $ | 1,083,333 | | | | | $ | (469,003) | | | | | $ | 629,026 | | | | | $ | (77,627) | | | | | $ | 8.08 | | | | | $ | 171.36 | | | | | $ | (78.60) | | | | | $ | 79.10 | | | | | 2022 | | | | $ | 3,172,778 | | | | | $ | 2,692,278 | | | | | $ | 1,956,613 | | | | | $ | 1,963,452 | | | | | $ | 54.78 | | | | | $ | 171.84 | | | | | $ | (27.60) | | | | | $ | 72.40 | | | | | 2021 | | | | $ | 2,206,000 | | | | | $ | 4,765,500 | | | | | $ | 1,151,583 | | | | | $ | 3,108,198 | | | | | $ | 21.16 | | | | | $ | 145.00 | | | | | $ | 32.00 | | | | | $ | 70.60 | | | | | 2020 | | | | $ | 1,977,204 | | | | | $ | 2,101,204 | | | | | $ | 1,319,076 | | | | | $ | 1,384,317 | | | | | $ | 21.93 | | | | | $ | 130.26 | | | | | $ | (10.30) | | | | | $ | 45.70 | | |
(1)
Mr. Young was our CEO for each of the four years included in the table above. For 2023, our Non-PEO NEOs were Messrs. Salamone, Morgan, Dziewisz, Riker and Buckler. For 2022, our Non-PEO NEOs were Messrs. Salamone, Morgan, Dziewisz, and Buckler. For 2021, our Non-PEO NEOs were Messrs. Salamone, Morgan and Dziewisz. For 2020, our Non-PEO NEOs were Messrs. Salamone, Dziewisz, Caruso and Morgan. (2)
See the Summary Compensation Table above for detail on the Summary Compensation Table total compensation for our CEO for each year covered in the table. The average compensation for the Non-PEO NEOs for 2023 was calculated from the Summary Compensation Table above. The average compensation for the Non-PEO NEOs for each of the prior years was calculated from the Summary Compensation Table as disclosed in our Proxy Statement filed with the Securities and Exchange Commission in the year following the applicable year. (3)
For purposes of this table, the compensation actually paid (also referred to as “CAP”) to each of our NEOs (including, for purposes of this table, former named executive officers who are included in the Non-PEO NEO group for the applicable year) means the NEO’s total compensation as reflected in the Summary Compensation Table for the applicable fiscal year and adjusted for the following with respect to each NEO: •
Less the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable year,
•
Plus the year-end value of B&W option and stock awards granted in the applicable year which were outstanding and unvested at the end of the applicable year, •
Plus/(less) the change in value as of the end of the applicable year as compared to the value at the end of the prior year for B&W option and stock awards which were granted in prior years and were outstanding and unvested at the end of the applicable year, •
Plus the vesting date value of B&W option and stock awards which were granted and vested during the same applicable year, •
Plus/(less) the change in value as of the vesting date as compared to the value at the end of the prior year for B&W option and stock awards which were granted in prior years and vested in the applicable year, •
Less, as to any B&W option and stock awards which were granted in prior years and were forfeited during the applicable year, the value of such awards as of the end of the prior year, •
Plus the dollar value of any dividends or other earnings paid during the applicable year on outstanding and unvested B&W stock awards (no dividends or dividend equivalents were paid with respect to outstanding and unvested B&W options or stock awards during the applicable years), •
Plus, as to a B&W option or stock award that was materially modified during the applicable year, the amount by which the value of the award as of the date of the modification exceeds the value of the original award on the modification date (none of the B&W option or stock awards held by the NEOs were materially modified during the years covered by the table), •
For an executive who had “change in pension value” income in the Summary Compensation Table for the applicable fiscal year, additional adjustments are required as follows. •
Less any aggregate change in the actuarial present value of the NEO’s accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table for the applicable year. •
Add, for all defined benefit and actuarial pension plans reported in the Summary Compensation Table, the aggregate of: (i) service cost, calculated as the actuarial present value of the NEO’s benefit under all such plans attributable to services rendered during the applicable fiscal year; and (ii) prior service cost, calculated as the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the applicable fiscal year that are attributed by the benefit formula to services rendered by the NEO in periods prior to the amendment. In making each of these adjustments, the “value” of an option or stock award is the fair value of the award on the applicable date determined in accordance with FASB ASC Topic 718 using the valuation assumptions we then used to calculate the fair value of our equity awards. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our Annual Report on Form 10-K each year and the footnotes to the Summary Compensation Table that appears in our annual Proxy Statement. The table above reflects the CAP (determined as noted above) for our CEO and, for our Non-PEO NEOs, the average of the CAPs determined for the Non-PEO NEOs for each of the fiscal years shown in the table. The following table provides a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid for our CEO. | | Reconciliation of Summary Compensation Table Total
to Compensation Actually Paid for CEO | | | Fiscal Year
2023
($) | | | Fiscal Year
2022
($) | | | Fiscal Year
2021
($) | | | Fiscal Year
2020
($) | | | | Summary Compensation Table Total | | | | | 1,083,333 | | | | | | 3,172,778 | | | | | | 2,206,000 | | | | | | 1,977,204 | | | | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | | | | | — | | | | | | (921,000) | | | | | | (1,456,000) | | | | | | (1,125,000) | | | | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | | | | | — | | | | | | 1,468,500 | | | | | | 1,804,000 | | | | | | 1,327,000 | | | | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | | | | | (1,256,835) | | | | | | (650,003) | | | | | | 734,670 | | | | | | (78,000) | | | | | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | | | (295,501) | | | | | | (377,997) | | | | | | 1,476,830 | | | | | | — | | | | | Fair Value as of Prior Fiscal Year-End of Option and
Stock Awards Granted in Prior Fiscal Years That Failed to
Meet Applicable Vesting Conditions During Fiscal Year | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | Aggregate Change in Actuarial Present Value of Pension
Benefits | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | Pension Benefit Service Cost for the Applicable Year | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | Compensation Actually Paid | | | | | (469,003) | | | | | | 2,692,278 | | | | | | 4,765,500 | | | | | | 2,101,204 | | |
The following table provides a reconciliation of the average of the Summary Compensation Table Total for the Non-PEO NEOs for a year to the average of the Compensation Actually Paid for the Non-PEO NEOs for that year.
| | Reconciliation of Summary Compensation Table Total
to Compensation Actually Paid for Non-PEO NEOs | | | Fiscal Year
2023
($) | | | Fiscal Year
2022
($) | | | Fiscal Year
2021
($) | | | Fiscal Year
2020
($) | | | | Summary Compensation Table Total | | | | | 629,026 | | | | | | 1,956,613 | | | | | | 1,151,583 | | | | | | 1,319,076 | | | | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | | | | | (59,890) | | | | | | (610,163) | | | | | | (704,917) | | | | | | (638,650) | | | | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | | | | | 14,311 | | | | | | 856,388 | | | | | | 826,833 | | | | | | 729,850 | | | | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | | | | | (609,710) | | | | | | (285,730) | | | | | | 642,833 | | | | | | (11,429) | | | | | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | | | | — | | | | | | 121,738 | | | | | | — | | | | | | — | | | | | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | | | (51,364) | | | | | | (75,394) | | | | | | 1,191,866 | | | | | | (14,530) | | | | | Fair Value as of Prior Fiscal Year-End of Option and
Stock Awards Granted in Prior Fiscal Years That Failed to
Meet Applicable Vesting Conditions During Fiscal Year | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | Aggregate Change in Actuarial Present Value of Pension
Benefits | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | Pension Benefit Service Cost for the Applicable Year | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | Compensation Actually Paid | | | | | (77,627) | | | | | | 1,963,452 | | | | | | 3,108,198 | | | | | | 1,384,317 | | |
(4)
B&W TSR represents cumulative total shareholder return on a fixed investment of $100 in our common stock for the period beginning on the last trading day of 2019 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. Peer Group TSR represents cumulative total shareholder return on a fixed investment of $100 in the “TSR Peer Group” identified below for the period beginning on the last trading day of 2019 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. The “TSR Peer Group” consists of the following publicly traded companies: AMETEK Inc., CECO Environmental Corp., Chart Industries Inc., Crane Co., Curtiss- Wright Corp., Dycom Industries Inc., Enerpac Tool Group Corp., Enviri Corporation, Flowserve Corp., Idex Corp., MasTec Inc., Primoris Services Corp., SPX Technologies, Inc. and Tetra Tech, Inc., with the returns of such companies weighted according to the respective issuers’ stock market capitalization at the beginning of the period for which a return is indicated. The following charts illustrate (a) the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the fiscal years covered in the Pay Versus Performance Table against the Company’s changetotal shareholder return over that period of time, and (b) the Company’s total shareholder return and the total shareholder return for the TSR Peer Group over that period of time (with total shareholder returns calculated as described above). The TSR Peer Group changed from the group of companies used for purposes of this disclosure in control agreements.our proxy statement filed in 2023 as follows: CIRCOR Int. Inc. was removed because its common stock ceased to be publicly-traded in 2023. The TSR Peer Group cumulative total shareholder returns included in the table above exclude CIRCOR Int. Inc. If CIRCOR Int. Inc. had been included for 2020, 2021, and 2022 (the three years during which its common stock was publicly traded throughout the year), the TSR Peer GROUP cumulative total shareholder return on a fixed investment of $100 for the perod beginning on the last trading day of 2019 through the end of the applicable fiscal year (calculated assuming the reinvestment of dividends) would be $133.78 for 2020, $145.15 for 2021, and $146.52 for 2022.
(5)
This column shows the Company’s net income for each fiscal year covered by the table. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the fiscal years covered in the Pay Versus Performance Table against the Company’s net income for each of those years.
(6)
This column shows the Company’s Adjusted EBITDA for each fiscal year covered by the table. See Appendix A for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measures for 2023 and 2022. See the corresponding appendix of our prior Proxy Statements for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measures for earlier years.We consider Adjusted EBITDA to be a key metric in our executive compensation program, used in determining our NEOs’ long-term cash incentive awards for 2023. See the “Compensation Discussion and Analysis” section of this proxy statement for more information regarding the use of this performance measure in our executive compensation program. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the fiscal years covered in the Pay Versus Performance table against the Adjusted EBITDA for each of those years. Following is an unranked list of the two financial performance measures we considered in linking the compensation actually paid to our NEOs for 2023 with the Company’s performance. •
Adjusted EBITDA (used to determine 2023 long-term cash incentive awards and annual bonuses) •
B&W Stock Price (used to determine vesting in our PSUs awarded in 2022, and the value of all of our equity awards is dependent on our stock price)
STOCKHOLDERS’ PROPOSALS Any stockholder who wishes to have a qualified proposal considered for inclusion in our proxy statement for our 2018 Annual Meetingthe 2025 annual meeting of stockholders (the “Annual Meeting”) must send notice of the proposal to our Corporate Secretary at our principal executive office no later than November 28, 2017.December 6, 2024. If you make such a proposal, you must provide your name, address, the number of shares of common stock you hold of record or beneficially, the date or dates on which such common stock was acquired and documentary support for any claim of beneficial ownership. In addition, any stockholder who intends to submit a proposal for consideration at our 2018 Annual Meeting,2025 annual meeting of stockholders, but not for inclusion in our proxy materials, or who intends to submit nominees for election as directors at the meeting must notify our Corporate Secretary. Under our bylaws, such notice must (1) be received at our principal executive offices no earlier than close of business on January 10, 2018 or15, 2025 and no later than February 9, 201814, 2025 and (2) satisfy specified requirements set forth in our bylaws. A copy of the pertinent bylaw provisions can be found on our Web sitewebsite at www.babcock.com at “Investors“Company — Corporate — Investors — Corporate Governance —Governance— Governance Documents.” Further, any stockholder who intends to solicit proxies in support of director nominees other than the Board’s nominees at our 2025 Annual Meeting must provide written notice setting forth the information required by Rule 14a-19 under the Exchange Act no later than March 16, 2025. The notice requirement under Rule 14a-19 is in addition to the applicable notice requirements under our Bylaws as described above. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 9, 2017.15, 2024. The Proxy Statement and 20162023 Annual Report are available on the Internet at www.proxyvote.com. The following information applicable to the Annual Meeting may be found in the Proxy Statementproxy statement and accompanying proxy card: •
The date, time and location of the Annual 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 •
Information about attending the Annual Meeting and voting in person.Meeting.
GENERAL INFORMATION OurThe Board has made these materials available to you over the Internet or, upon your request, has mailed you a printed version of these materials in connection with the Annual Meeting, which will take place on May 9, 2017. We mailed the Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders on March 28, 2017, and our15, 2024. Our proxy materials were posted at http://www.proxyvote.com on the Web site referenced in the Notice on that same date.April 5, 2024.
We have sent orand provided access to the materials to you because ourthe Board is soliciting your proxy to vote your shares at ourthe Annual Meeting. We will bear all expenses incurred in connection with this proxy solicitation. We have engaged D.F.D. F. King & Co., Inc. to assist in the solicitation for a fee that will not exceed $17,500.$17,500.00. In addition, our officers and employees may solicit your proxy by telephone, by facsimile transmission or in person and they will not be separately compensated for such services. We solicit proxies to give all stockholders an opportunity to vote on matters that will be presented at the Annual Meeting. In this proxy statement, you will find information on these matters, which is provided to assist you in voting your shares. If your shares are held through a broker or other nominee (i.e., in “street name”) and you have requested printed versions of these materials, we have requested that your broker or nominee forward this proxy statement to you and obtain your voting instructions, for which we will reimburse them for reasonable out-of-pocket expenses. If your shares are held through the B&W Thrift Plan and you have requested printed versions of these materials, the trustee of that plan has sent you this proxy statement and you should instruct the trustee on how to vote your plan shares.
VOTING INFORMATION Record Date and Who May Vote OurThe Board selected March 13, 201718, 2024 as the record date for determining stockholders 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 a meeting. Under the rules of the New York Stock Exchange,NYSE, none of the electionproposals presented at the Annual Meeting are considered “routine” matters except for the ratification of directors and the advisory vote on compensationappointment of our named executive officers are not considered routine matters.the independent auditor (Proposal 5). That means that for those proposals that are considered “non- routine” matters, brokers may not vote your shares in the election of directors or the advisory vote on compensation of our named executive officers if you have not given your broker specific instructions as to how to vote, and your shares will not be represented in those matters. Brokers may only vote your shares for the ratification of the appointment of the independent auditor (Proposal 5). Please be sure to give specific voting instructions to your broker.
On the record date, 48,831,23389,480,435 shares of our common stock were outstanding. Each outstanding share of common stock entitles its holder to one vote on each matter to be acted on at the Annual Meeting. How to Vote Most stockholders can vote by proxy in three ways: •
by Internet at www.proxyvote.com; •
by telephone; or •
by mail. If you are a stockholder of record, you can vote your shares by voting by Internet, telephone, mailing in your proxy or in personvirtually at the Annual Meeting. You may give us your proxy by following the instructions included in the Notice or, if you received a printed version of these proxy materials, in the enclosed proxy card. If you want to vote by mail but have not received a printed version of these proxy materials, you may request a full packet of proxy materials through the instructions in the Notice. If you vote using either telephone or the Internet, you will save us mailing expense. By giving us your proxy, you will be directing us how to vote your shares at the Annual Meeting. Even if you plan on attending the meeting, we urge you to vote now by giving us your proxy. This will ensure that your vote is represented at the meeting. If you do attend the meeting, you can change your vote at that time, if you then desire to do so. If you are the beneficial owner of shares held in street name, the methods by which you can access the proxy materials and give the voting instructions to the broker or nominee may vary. Accordingly, beneficial owners should follow the instructions provided by their brokers or nominees to vote by Internet, telephone or mail. If you want to vote by mail but have not received a printed version of these proxy materials, you may request a full packet of proxy materials as instructed by the Notice. If you want to vote your shares in personvirtually at the Annual Meeting, you must obtain a valid proxy from your broker or nominee. You should contact your broker or nominee or refer to the instructions provided by your broker or nominee for further information. Additionally, the availability of Internet or telephone voting depends on the voting process used by the broker or nominee that holds your shares. You may receive more than one Notice or proxy statement and proxy card or voting instruction form if your shares are held through more than one account (e.g.(e.g., through different brokers or nominees). Each proxy card or voting instruction form only covers those shares held in the applicable account. If you hold shares in more than one account, you will have to provide voting instructions as to all your accounts to vote all your shares.
How to Change Your Vote or Revoke Your Proxy For stockholders of record, you may change your vote or revoke your proxy by written notice to our Corporate Secretary at 13024 Ballantyne Corporate Place,1200 East Market Street, Suite 700, Charlotte, North Carolina 28277,650, Akron, Ohio 44305, granting a new later dated proxy, submitting a later dated vote by telephone or on the Internet, or by voting in personvirtually at the Annual Meeting. Unless you attend the meeting and vote your shares, in person, you should change your vote using the same method (by Internet, telephone or mail) that you first used to vote your shares. This will help the inspector of election for the meeting verify your latest vote.
For beneficial owners of shares held in street name, you should follow the instructions in the information provided by your broker or nominee to change your vote or revoke your proxy. If you want to change your vote as to shares held in street name by voting in personvirtually at the Annual Meeting, you must obtain a valid proxy from the broker or nominee that holds those shares for you. How to Participate in the Annual Meeting QuorumThis year’s Annual Meeting will be held exclusively via live webcast enabling stockholders from around the world to participate, submit questions in writing and vote. Stockholders of record as of the close of business on March 18, 2024, are entitled to participate in and vote at the Annual Meeting by visiting www.virtualshareholdermeeting.com/ BW2024. To participate in the Annual Meeting via live webcast, you will need the 16-digit control number included on your proxy card and on the instructions that accompanied your proxy materials. The Annual Meeting will begin promptly at 10:30 a.m. Eastern Time. Online check-in will begin at 10:25 a.m. Eastern Time. Please allow ample time for the online check-in procedures.
The online format for the Annual Meeting also allows us to communicate more effectively with you via www.virtualshareholdermeeting.com/BW2024. How to locate your 16-digit control number prior to the day of the Annual Meeting Prior to the day of the Annual Meeting, if you need assistance with your 16-digit control number and you hold your shares in your own name, please email investors@babcock.com. If you hold your shares in the name of a bank or brokerage firm, you will need to contact your bank or brokerage firm for assistance with your 16-digit control number. Quorum The Annual Meeting will be held only if a quorum exists. The presence at the Annual Meeting, in person or by proxy, of the holders of shares of stock having a majority of the votes the holders of all outstanding shares of capital stock of the Company entitled to vote at the Annual Meeting could cast will be necessary and sufficient to constitute a quorum. If you attend the meeting or vote your shares by Internet, telephone or mail, your shares will be counted toward a quorum, even if you abstain from voting on a particular matter. Shares held by brokers and other nominees as to which they have not received voting instructions from the beneficial owners and lack the discretionary authority to vote on a particular matter are called “broker non-votes” and will count for quorum purposes. Proposals Presented for Vote Proposals to Be Voted On
We are asking you to vote on the following: •
Proposal 1: approve amendments to our Certificate of Incorporation to declassify the electionBoard and provide for annual elections of Stephen G. Hanksall directors beginning at the 2026 annual meeting of stockholders; •
Proposal 2: If Proposal 1 is approved, elect Henry E. Bartoli, Naomi L. Boness and Anne R. PramaggiorePhilip D. Moeller as Class III directors of the Company;Company to serve a term of two years; •
Proposal 2:3: If Proposal 1 is not approved, elect Henry E. Bartoli, Naomi L. Boness and Philip D. Moeller as Class III directors of the ratificationCompany to serve a term of three years; •
Proposal 4: Approve amendments to our Certificate of Incorporation to remove provisions that require the affirmative vote of holders of at least 80% of the voting power to approve certain amendments to the Certificate of Incorporation and Bylaws;
•
Proposal 5: Ratify our Audit and Finance Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2017;2024; and •
Proposal 3: the approval,6: Approve, on a non-binding advisory basis, of the compensation of our named executive officers.
Vote Required InFor Proposal 1, you may vote “FOR” or “AGAINST” or abstain from voting. This proposal requires the electionaffirmative vote of directors,at least 80% of the outstanding shares of our common stock. Accordingly, abstentions and broker non-votes will have the effect of a vote against Proposal 1.
For Proposal 2, you may vote “FOR” all director nominees or withhold your vote for any one or more of the director nominees. Subject to our majority voting requirements described below,herein, 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 at a meeting of stockholders at which a quorum is present. AbstentionsAs a result, withheld votes and broker non-votes will have no effect on the election of directors. This means that For Proposal 3, you may vote “FOR” all director nominees or withhold your vote for any one or more of the individuals nominated for electiondirector nominees. Subject to the Board who receive the most “FOR” votes (among votes properly cast in person orour majority voting requirements described herein, director nominees are elected by proxy) will be elected. However, under our bylaws, any nominee for director is required to submit an irrevocable contingent resignation letter. If a nominee for director does not receive a majorityplurality of the votes cast "FOR" his or herby the shares of our common stock entitled to vote in the election (not counting any abstentions orof directors at a meeting of stockholders at which a quorum is present. As a result, withheld votes and broker non-votes as being cast),will have no effect on the Board will act on an expedited basis to determine whether to accept the resignation.election of directors. For Proposal 2,4, you may vote “FOR” or “AGAINST” or abstain from voting. This proposal requires the affirmative vote of at least 80% of the outstanding shares of our common stock. Accordingly, abstentions and broker non-votes will have the effect of a vote against Proposal 4. For Proposal 5, you may vote “FOR” or “AGAINST” or abstain from voting. This proposal requires the affirmative vote of a majority of the shares castpresent and entitled to vote on the matter. AbstentionsAccordingly, abstentions will not be considered as cast and, ashave the effect of a result, will not have any effect on thevote against this proposal. Because the ratification of the appointment of the independent auditor is considered a “routine” matter, there will be no broker non-votes with respect to Proposal 2.5. For Proposal 3,6, you may vote “FOR” or “AGAINST” or abstain from voting. Proposal 3This proposal requires the affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter in order to be adopted. Abstentionsmatter. Accordingly, abstentions are counted for purposes of determining a quorum and are considered present and entitled to vote on Proposal 3.6. As a result, abstentions will have the effect of an “AGAINST” vote.a vote against this proposal. Broker non-votes will not be considered as entitled to vote on Proposal 3,6, even though they are considered present for purposes of determining a quorum and may be entitled to vote on other matters. As a result, broker non-votes will not have any effect on Proposal 3.6. How Votes are Counted For stockholders of record, all shares represented by the proxies will be voted at the Annual Meeting in accordance with instructions given by the stockholders. Where a stockholder returns their proxy and no instructions are given with respect to a given matter, the shares will be voted: (1) “FOR” the approval of amendments to our Certificate of Incorporation to declassify the Board and provide for annual elections of all directors beginning at the 2026 annual meeting of stockholders; (2) if Proposal 1 is approved, “FOR” the election of the Board’s nominees; (2)nominees as Class I directors for a term of two years; (3) if Proposal 1 is not approved, “FOR” the election of the Board’s nominees as Class III directors for a term of three years; “(4) FOR” the approval of amendments to our Certificate of Incorporation to remove provisions that require the affirmative vote of holders of at least 80% of the voting power to approve certain amendments to our Certificate of Incorporation and Bylaws; (5) “FOR” the ratification of the appointment of Deloitte as our independent registered public accounting firm; (3)(6) “FOR” the approval, on a non-binding advisory basis, of the compensation of our named executive officers; and (4)(7) in the discretion of the proxy holders upon such other business as may properly come before the Annual Meeting. If you are a stockholder of record and you do not return your proxy, no votes will be cast on your behalf on any of the items of business at the Annual Meeting.
For beneficial owners of shares held in street name, the brokers, banks, or nominees holding shares for beneficial owners must vote those shares as instructed. Absent instructions from you, brokers, banks and nominees may vote your shares only as they decide as to matters for which they have discretionary authority under the applicable New York Stock ExchangeNYSE rules. A broker, bank or nominee does not have discretion to vote on the election of directors or approval of executive
compensation. If you do not instruct your broker, bank or nominee how to vote on those matters, no votes will be cast on your behalf on the election of directors or the advisory vote on executive compensation. Your broker will be entitled to vote your shares in its discretion, absent instructions from you, on the ratification of the appointment of Deloitte as our independent registered public accounting firm. Any shares of our common stock held in the Thrift Plan that are not voted or for which Vanguard does not receive timely voting instructions, will be voted in the same proportion as the shares for which Vanguard receives timely voting instructions from other participants in the Thrift Plan. We are not aware of any other matters that may be presented or acted on at the Annual Meeting. If you vote by signing and returning the enclosed proxy card or using the Internet or telephone voting procedures, the individuals named as proxies on the card may vote your shares, in their discretion, on any other matter requiring a stockholder vote that comes before the Annual Meeting. Notice of Internet Availability of Proxy Materials Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to our stockholders. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice of Internet Availability of Proxy Materials or request to receive an electronic copy or printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request an electronic copy or printed copy may be found in the Notice of Internet Availability of Proxy Materials. In addition, stockholders may request to receive the proxy materials in printed form by mail or electronically by email on an ongoing basis. Confidential Voting All voted proxies and ballots will be handled to protect your voting privacy as a stockholder. Your vote will not be disclosed except: •
to meet any legal requirements; •
in limited circumstances such as a proxy contest in opposition to ourthe 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. By Order of the Board of Directors, John J. André Hall
Dziewisz
Executive Vice President,
General Counsel &
Corporate Secretary
Dated: March 28, 2017April 5, 2024
 Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date KEEP54
APPENDIX A Non-GAAP Financial Measures Babcock and Wilcox Enterprises, Inc. (the “Company”) has supplemented net income/(loss) information determined in accordance with GAAP by providing EBITDA and adjusted EBITDA as supplemental non-GAAP measures in this proxy statement to assist with evaluating performance. Disclosures of adjusted EBITDA presented herein should not be considered in isolation of, as a substitute for, or superior to, financial information prepared in accordance with GAAP, and such measures may not be comparable to those reported by other companies. When viewed in conjunction with GAAP results and the accompanying reconciliation, the Company believes that its presentation of adjusted EBITDA provides investors with greater transparency and a greater understanding of factors affecting our financial condition and results of operations than GAAP measures alone. Management uses adjusted EBITDA as a financial performance measure for financial and operational decision making and as a means to evaluate period-to-period comparisons. Management also uses adjusted EBITDA, together with other metrics, to set goals for and measure the performance of the business as a whole and segments of the business and to determine incentive compensation, as more fully described in “Compensation Discussion and Analysis-Key 2023 Compensation Decisions-Annual Cash Incentives.” Adjusted EBITDA does not purport to be an alternative to cash flows from operating activities as a measure of liquidity and is not intended to be a measure of free cash flow available for management’s discretionary use as it does not consider certain cash requirements such as tax payments, interest payments and debt service requirements. Further, adjusted EBITDA does not purport to be an alternative to net income as a measure of operating performance. This measure, or measures similar to it, are also frequently used by analysts, investors and other interested parties to evaluate companies in the industry. Adjusted EBITDA on a consolidated basis is a non-GAAP metric defined as the sum of the adjusted EBITDA for each of the segments, further adjusted for corporate allocations and research and development costs. At a segment level, the adjusted EBITDA presented below is consistent with the way the Company’s chief operating decision maker reviews the results of operations and makes strategic decisions about the business and is calculated as earnings before interest, tax, depreciation and amortization adjusted for items such as gains or losses arising from the sale of non-income producing assets, net pension benefits, restructuring costs, impairments, gains and losses on debt extinguishment, costs related to financial consulting, research and development costs and other costs that may not be directly controllable by segment management and are not allocated to the segment. The Company uses adjusted EBITDA internally to evaluate its performance and in making financial and operational decisions. When viewed in conjunction with GAAP results and the accompanying reconciliation to the Consolidated Financial Statements, the Company believes that its presentation of adjusted EBITDA provides investors with greater transparency and a greater understanding of factors affecting its financial condition and results of operations than GAAP measures alone.
Babcock & Wilcox Enterprises, Inc.
Reconciliation of Adjusted EBITDA
(In millions) | | | | Year ended
December 31, | | | Year ended
December 31, | | | (in thousands) | | | 2023 | | | 2022 | | | Net loss | | | | | (196,971) | | | | | | (26,584) | | | | Loss from discontinued operations, net of tax | | | | | (118,338) | | | | | | (6,596) | | | | Loss from continuing operations | | | | | (78,633) | | | | | | (19,988) | | | | Interest expense, net | | | | | 48,703 | | | | | | 44,220 | | | | Income tax expense | | | | | 8,481 | | | | | | 11,059 | | | | Depreciation & amortization | | | | | 19,990 | | | | | | 21,628 | | | | EBITDA | | | | | (1,459) | | | | | | 56,919 | | | | Benefit plans, net | | | | | 37,505 | | | | | | (37,528) | | | | Loss (gain) on asset sales, net | | | | | 57 | | | | | | (2,539) | | | | Stock compensation | | | | | 7,121 | | | | | | 8,654 | | | | Restructuring activities and business services transition costs | | | | | 5,663 | | | | | | 8,474 | | | | Advisory fees for settlement costs and liquidity planning | | | | | 1,107 | | | | | | 1,509 | | | | Settlement and related legal (recoveries) costs | | | | | (1,474) | | | | | | 10,734 | | | | Acquisition pursuit and related costs | | | | | 827 | | | | | | 5,504 | | | | Product development | | | | | 9,023 | | | | | | 4,100 | | | | Foreign exchange | | | | | 2,507 | | | | | | 582 | | | | Financial advisory services | | | | | — | | | | | | 1,424 | | | | Contract disposal | | | | | 8,550 | | | | | | 2,976 | | | | Letter of credit fees | | | | | 7,702 | | | | | | 5,204 | | | | Other — net | | | | | 2,002 | | | | | | 1,496 | | | | Adjusted EBITDA | | | | | 79,131 | | | | | | 67,509 | | |
APPENDIX B *If Proposal 1 is approved, Article FIFTH of the Company’s Certificate of Incorporation will be amended as set forth in this Appendix B. If Proposal 4 is also approved, Article FIFTH of the Company’s Certificate of Incorporation will be further amended as set forth in Appendix C. FIFTH: (a) Directors. The business and affairs of the Corporation will be managed by or under the direction of the Board of Directors. In addition to the authority and powers conferred on the Board of Directors by the DGCL or by the other provisions of this Certificate of Incorporation, the Board of Directors hereby is authorized and empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL, this Certificate of Incorporation and any Bylaws of the Corporation; provided, however, that no Bylaws hereafter adopted, or any amendments thereto, will invalidate any prior act of the Board of Directors that would have been valid if such Bylaws or amendment had not been adopted. (b) Number, Election, Classification and Terms of Directors. The number of directors which will constitute the whole of the Company will be determined solely by resolution of the Board of Directors shall be fixed from time to time exclusively by, and may be increased or decreased from time to time exclusively by, the affirmative vote of at least a majority of the directors then in office (subject to such rights of holders of a class or series of shares of Preferred Stock to elect one or more directors pursuant to a Directors’ Resolution with respect to such series), but in any event will not be less than three. The directors, other than those who may be elected by. Subject to such rights of the holders of any a class or series of Preferred Stock: , will be (i) Prior to the election of directors at the 2024 annual meeting of stockholders (the “2024 Annual Meeting”), the Board Directors was divided into three classes: , Class I, Class II and Class III . Each director will serve for a term ending on the third annual meeting of stockholders of the Corporation following the annual meeting of stockholders at which that director was elected; provided, however,that, with the directors first designated asin Class I directors will serve forhaving a term expiring at the annual meeting2026 annual meeting of stockholders (the “2026 Annual Meeting”)of stockholders following the end of the calendar year 2015, the directors first designated asin Class II directors will serve forhaving a term expiring at the 2024 annual meeting of stockholders (the “2024 Annual Meeting”) next following the end of the calendar year 2016, and the directors first designated asin Class III directors will serve forhaving a term expiring at the annual meeting of stockholders next following the end of the calendar year 2017. Each director will hold office until the annual meeting of stockholders at which that director’s term expires and, the foregoing notwithstanding, each director will serve until his or her successor shall have been duly elected and qualified or until his or her earlierdeath, resignation or removal.2025 Annual Meeting. (ii)
Following the election of directors at the 2024 Annual Meeting, the Board of Directors will be divided into two classes, Class I and Class II, with the directors in Class I having a term expiring at the 2026 Annual Meeting and the directors in Class II having a term expiring at the 2025 Annual Meeting. The directors in Class I will be the directors elected to the Board of Directors at the 2024 Annual Meeting and the directors who, immediately prior to the 2024 Annual Meeting, were in Class II and had terms expiring at the 2026 Annual Meeting; the directors in Class II will be the directors who, immediately prior to the 2022 Annual Meeting, were in Class I and had terms expiring at the 2025 Annual Meeting. (iii)
Commencing with the election of directors at the 2025 Annual Meeting, the directors in Class II will be up for election for a one-year term ending at the 2026 Annual Meeting and, commencing with the election of directors at the 2026 Annual Meeting, the Board of Directors will no longer have classified terms and all directors will be elected for a term expiring at the following annual meeting of stockholders, or if earlier, their death or resignation and may be removed with or without cause asprovided in the DGCL. At each annual election prior to the 2026 Annual Meeting, the directors chosen to succeed those whose terms then expire will be of the same class as the directors they succeed, unless, by reason of any intervening changes in the authorized number of directors, the Board of Directors shall havehas designated one or more directorships whose term then expires as directorships of another class in order more nearly to achieve equality of number of directors among the classes. Prior to the 2025 Annual Meeting, (i) in In the event of any change in the authorized number of directors, each director then continuing to serve as such will nevertheless continue as a director of the class of which he or she is a
member until the expiration of his or her current term, or his or her prior death, resignation or removal . The, and (ii) the Board of Directors will specify the class to which a newly created directorship will be allocated. Election of directors need not be by written ballot unless the Bylaws of the Corporation so provide. (c) Removal of Directors. No director of the Corporation may be removed from office as a director by vote orother action of the stockholders or otherwise, except for cause or a Board Determination (as defined below), and then only by the affirmative vote of the holders of at least eighty percent (80%) of the voting power of all then outstanding shares of capital stock of the Corporation generally entitled to vote in the election of directors, voting together as a single class. Except as applicable law otherwise provides and unless the Board of Directors has made a determination that removal is in the best interests of the Corporation (in which case a finding of cause is not required for removal), which determination shall require the affirmative vote of at least eighty percent (80%) of the directors then in office at any meeting of the Board of Directors called for that purpose (a “Board Determination”), “cause” for the removal of a director will be deemed to exist only if the director whose removal is proposed: (i) has been convicted, or has been granted immunity to testify in any proceeding in which another has been convicted, of a felony by a court of competent jurisdiction and that conviction is no longer subject to direct appeal; (ii) has been found to have been grossly negligent or guilty of misconduct in the performance of his duties to the Corporation in any matter of substantial importance to the Corporation by (A) the affirmative vote of at least eighty percent (80%) of the directors then in office at any meeting of the Board of Directors called for that purpose or (B) a court of competent jurisdiction; or (iii) has been adjudicated by a court of competent jurisdiction to be mentally incompetent, which mental incompetency directly affects his ability to serve as a director of the Corporation. Notwithstanding the foregoing, whenever holders of outstanding shares of one or more series of Preferred Stock are entitled to elect members of the Board of Directors voting separately as a class pursuant to the provisions applicable in the case of arrearages in the payment of dividends or other defaults contained in the Directors’ Resolution providing for the establishment of any series of Preferred Stock, any such director of the Corporation so elected may be removed in accordance with the provisions of that Directors’ Resolution. The foregoing provisions of this Article FIFTH are subject to the terms of any series of Preferred Stock with respect to the directors to be elected solely by the holdersof such series of Preferred Stock. (dc) Vacancies. Except as a Directors’ Resolution providing for the establishment of any series of Preferred Stock may provide otherwise, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, removal or other cause will be filled by the affirmative vote of at least a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors, or by the sole remaining director. Any director elected in accordance with the preceding sentence will hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until that director’s successor shall have been elected and qualified or until his or her earlier death, resignation or removal. Except as a Directors’ Resolution providing for the establishment of any series of Preferred Stock may provide otherwise with respect to directors elected pursuant to any provisions contained in a Directors’ Resolution with respect to such series, no decrease in the number of directors constituting the Board of Directors will shorten the term of any incumbent director. (ed) Amendment of Bylaws. The Board of Directors shall have the power to adopt, amend or repeal the Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board of Directors shall require the approval of at least a majority of the directors then in office. The stockholders shall also have the power to adopt, amend or repeal the Bylaws of the Corporation at any annual meeting before which such matter has been properly brought in accordance with the Bylaws of the Corporation, or at any special meeting if notice of the proposed amendment is contained in the notice of said special meeting; provided, however, that, in addition to any vote of the holders of any class or series of capital stock of the Corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least eighty percent (80%) of the voting power of all then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws of the Corporation. (fe) Certain Amendments. Notwithstanding anything in this Certificate of Incorporation or the Bylaws of the Corporation to the contrary, the affirmative vote of the holders of at least 80% of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend or adopt any provision inconsistent with, or to repeal, this Article FIFTH or Article SIXTH.
APPENDIX C *If Proposal 4 is approved, Article FIFTH of the Company’s Certificate of Incorporation will be amended as set forth in this Appendix C. If Proposal 1 is also approved, Article FIFTH of the Company’s Certificate of Incorporation will be further amended as set forth in Appendix B. FIFTH: (a) Directors. The business and affairs of the Corporation will be managed by or under the direction of the Board of Directors. In addition to the authority and powers conferred on the Board of Directors by the DGCL or by the other provisions of this Certificate of Incorporation, the Board of Directors hereby is authorized and empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL, this Certificate of Incorporation and any Bylaws of the Corporation; provided, however, that no Bylaws hereafter adopted, or any amendments thereto, will invalidate any prior act of the Board of Directors that would have been valid if such Bylaws or amendment had not been adopted. (b) Number, Election, Classification and Terms of Directors. The number of directors which will constitute the whole Board of Directors shall be fixed from time to time exclusively by, and may be increased or decreased from time to time exclusively by, the affirmative vote of at least a majority of the directors then in office (subject to such rights of holders of a series of shares of Preferred Stock to elect one or more directors pursuant to any provisions contained in a Directors’ Resolution with respect to such series), but in any event will not be less than three. The directors, other than those who may be elected by the holders of any series of Preferred Stock, will be divided into three classes: Class I, Class II and Class III. Each director will serve for a term ending on the third annual meeting of stockholders of the Corporation following the annual meeting of stockholders at which that director was elected; provided, however, that the directors first designated as Class I directors will serve for a term expiring at the annual meeting of stockholders next following the end of the calendar year 2015, the directors first designated as Class II directors will serve for a term expiring at the annual meeting of stockholders next following the end of the calendar year 2016, and the directors first designated as Class III directors will serve for a term expiring at the annual meeting of stockholders next following the end of the calendar year 2017. Each director will hold office until the annual meeting of stockholders at which that director’s term expires and, the foregoing notwithstanding, each director will serve until his or her successor shall have been duly elected and qualified or until his or her earlier death, resignation or removal. At each annual election, the directors chosen to succeed those whose terms then expire will be of the same class as the directors they succeed, unless, by reason of any intervening changes in the authorized number of directors, the Board of Directors shall have designated one or more directorships whose term then expires as directorships of another class in order more nearly to achieve equality of number of directors among the classes. In the event of any change in the authorized number of directors, each director then continuing to serve as such will nevertheless continue as a director of the class of which he or she is a member until the expiration of his or her current term, or his or her prior death, resignation or removal. The Board of Directors will specify the class to which a newly created directorship will be allocated. Election of directors need not be by written ballot unless the Bylaws of the Corporation so provide. (c) Removal of Directors. No director of the Corporation may be removed from office as a director by vote or other action of the stockholders or otherwise, except for cause or a Board Determination (as defined below), and then only by the affirmative vote of the holders of at least eighty percent (80%) of the voting power of all then outstanding shares of capital stock of the Corporation generally entitled to vote in the election of directors, voting together as a single class. Except as applicable law otherwise provides and unless the Board of Directors has made a determination that removal is in the best interests of the Corporation (in which case a finding of cause is not required for removal), which determination shall require the affirmative vote of at least eighty percent (80%) of the directors then in office at any meeting of the Board of Directors called for that purpose (a “Board Determination”), “cause” for the removal of a director will be deemed to exist only if the director whose removal is proposed: (i) has been convicted, or has been granted immunity to testify in any proceeding in which another has been convicted, of a felony by a court of competent jurisdiction and that conviction is no longer subject to direct appeal; (ii) has been found to have been grossly negligent or guilty of misconduct in the performance of his duties to the Corporation in any matter of substantial importance to the Corporation by (A) the affirmative vote of at least eighty percent (80%) of the directors then in office at any meeting of the Board of Directors called for that purpose or (B) a court of competent jurisdiction; or (iii) has been adjudicated by a court of competent jurisdiction to be mentally incompetent, which mental incompetency directly affects his ability to serve as a director of the Corporation. Notwithstanding the foregoing, whenever holders of outstanding shares of one or more series of Preferred Stock are entitled to elect members of the Board of Directors voting separately as a class pursuant to the provisions applicable in the case of
arrearages in the payment of dividends or other defaults contained in the Directors’ Resolution providing for the establishment of any series of Preferred Stock, any such director of the Corporation so elected may be removed in accordance with the provisions of that Directors’ Resolution. The foregoing provisions of this Article FIFTH are subject to the terms of any series of Preferred Stock with respect to the directors to be elected solely by the holders of such series of Preferred Stock. (d) Vacancies. Except as a Directors’ Resolution providing for the establishment of any series of Preferred Stock may provide otherwise, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, removal or other cause will be filled by the affirmative vote of at least a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors, or by the sole remaining director. Any director elected in accordance with the preceding sentence will hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until that director’s successor shall have been elected and qualified or until his or her earlier death, resignation or removal. Except as a Directors’ Resolution providing for the establishment of any series of Preferred Stock may provide otherwise with respect to directors elected pursuant to any provisions contained in a Directors’ Resolution with respect to such series, no decrease in the number of directors constituting the Board of Directors will shorten the term of any incumbent director. (e) Amendment of Bylaws. The Board of Directors shallwill have the power to adopt, amend or repeal the Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board of Directors shallwill require the approval of at least a majority of the directors then in office. The stockholders shallwill also have the power to adopt, amend or repeal the Bylaws of the Corporation at any annual meeting before which such matter has been properly brought in accordance with the Bylaws of the Corporation, or at any special meeting if notice of the proposed amendment is contained in the notice of said special meeting; provided, however, that, in addition to any vote of the holders of any class or series of capital stock of the Corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least eighty percent (80%)a majority of the voting power of all then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shallwill be required to adopt, amend or repeal any provision of the Bylaws of the Corporation. (f) Certain Amendments. Notwithstanding anything in this Certificate of Incorporation or the Bylaws of the Corporation to the contrary, the affirmative vote of the holders of at least 80% of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend or adopt any provision inconsistent with, or to repeal, this Article FIFTH or Article SIXTH.
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Go to WWWYlrtYilPhfl[9DOlctwm:ttf1og comfBW2024Att-endana: .at the! ;annl!ii11 mel!tln:g is vb the lnt mnd ilnd voes an be m.1de during the~- tfa ..-c tbe lnfarm;atfon th;atprinlrdl hi the box m.1rl::M by t he- ~ row ~ aw;w;ilbb1e .aooi fa"°"" tha: lnnructlons...VOTE BY :PHON E - ! -300-'4.9CJ-CD3Us e ;my t ouch-ttiac1111! 11:! lql,,ooe to tr.msm'it vott.ng Instructi o ns u p oo:tiil 11:S 9 p..m . E':ast-cmTime Clil i\efay 14, 202::i (M ilV 1:!, 2024: for ip:;!rticipants In a&W"s Tlialft Pbn). M;iv.e thl!i pmlCli' e.:100: In 11.ln.dl wfl en c.a[ nis ;a111d lfleni f allow t he: Instructions_VOTE B,Y MAILMart... :-;lgr, a:n."l:I! cbte t bk :proxy c;ard ;zr.;d ~ In the p ctSUj:r •p.a ld 1::miE:.'kJ.;pe provldied o r~ t um Lt ID, Vot ~ Procesd r:wg. cjo E!lro.1dri:dge. ~1 Mc-J"CCd es VtJ.1y. Edgewood, NY u , 11_ TO VOTE. M!ARIC !!LOC'KS BELOW IN l!LU It OF! !!LA.CIC INK AS FOLLOWS: VOS2.45-P878~1KEEP THIS PORTION FOR YOUR\'OUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: THIS- IBIS PROXY CARD IS VALID ONLY WHENVAUDONL YWHEN SIGNED AND DATED. E19985-P88438 DATED.DtfACH ANO l!EiURN fHIS PORTION 01-lLY BABCOC K & WILCOX EJNTERPR:tSES, INC. vote on Prop eBl The l:loard or Drrvetors n1eomen cia. a vote IFOR propos 1.Fo, Ag:ainst Abstain 1.App.rcto1a'I or ;Jim1::n.dmcmtl 1 Ccrtlfl catc or Jncorpor.1tlon to!!! ! ! ! !! ! !! For All Withhold All For All Except Fordi!:chn ~ify Board or Dlrm.or,. and pflO'lldi:, fo r imllllal c lcctJore Df ~II lirccton bqlnnlng ln21nS..V o & cm PropD&3ie V I• on DlneloraTIie Boora or Dlr&l lora reoommen IB you Yols FOR propoeals ,tFor Against Abstain To withhold authorityTh e Elo.ard or Dlrectoni 1t1co mme-nd a. tbat a vote FOR all nom.lnes:a5 ,6111\d 7 . llat&d ., propo11;3~ 2 a nds.2. Ir Fl"(Jpm .111 Is ap ~ v,:,d, lhc- elcctlC111 er 'tl'le nomlnee:s list-~ iEi Cla!i:!! I .-Ccl:or':s h r;,, term of two ')'t!'~rs:-ftQf11tnR$S::2a. t le.rwy [. 8Mt·O:li Fo rWithhold!! 4. APP,O'ili l tlf imendm• l't to vote for any individual nominee(s)Ce.rttficit·• of. I IKOr.l)Oriit lOII tci.-.m~ pro,.t'si011&: ,-.q 1r1111 ; fflrm;ttw "Otilill c f -i·t 'htiiil!lt ~ of woll~ i O,..r fq, O t;!ln ~ow~n1 to 111• Co"1P "I' i;onllloaw of tr.o,ri,,oro1!1on •• deyt.....,_ !!!!!I 21 , mark “For All Except” and writeNIIOffll •· acness2c. Phlllp D. M o.II"!i., lf propo.sa1•1 ls. "1 0't 1:pprO¥ed,. the number(s)eleafon of the nominee(s) on the line below. V.1.1 BABCOCK & WILCOX ENTERPRISES, INC. 13024 BALLANTYNE CORPORATE PLACE, SUITE 700 CHARLOTTE, NORTH CAROLINA 28277 VOTE BY INTERNET - www.proxyvote.com Use the Internet11le ROminees:lr:rti:!d a,s ~j ·1II. cllrecc.or.1- fo, ii berm ot 'lbree -y e:.a r!I:Nom:inees::!k. Philip D. MDt:!llcr 5,IFo,!!!!7.II ftirtffi c.:i ti(lll o f A(lpQlrrt:m,mt af :Oc:di;iltm It 'f()l.u;h lJ l,P .a:5,lr.tdap!Jlld~nt Rqlst~flltd• Pllbllc. Aci;:o..-. ng Firm fQI" tho, y~ r-a nd lf'il bqa!m~r ~1, 2-0:2:-4..Ap;pro't',iJI, o:n ;a nano-bind ing ;adv\soiy b.J:sls.. of'e,ucutive com,pensat:lon.ApprDVC! ..1n ami:rui nerrt to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 8, 2017 (May 7, 2017 for participants ltlE:. Ccm:p.Hty"s 2021 t.ong·-Ti:rm l11Q1:11tlw P\;:in B&W's Thrift Plan). Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred!!!!!! The '11are.s. res,1tSented by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 8, 2017 (May 7, 2017 for participants in B&W's Thrift Plan). Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. BABCOCK & WILCOX ENTERPRISES, INC. 2. Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the year ending December 31, 2017. 3. Advisory vote on executive compensation. The shares represented by this proxy, when properly executed, will'ihls. Pfo:.Y,, w tien prq:il!'lf)tu :ecirtedi, w ill be voted in the manner directed herein by the undersigned Stockholder(s).dirKt:ed hKelnI , tl,o un lersiP!ecl Stodohclde l.•~ If no direction is made, this proxydl.-.etion lo mod,o, lhl• ... - y will be votedb• vvl4d FOR all nominees and FOR proposals 2 and 3. If any other matters properly come before the meeting, the personsnom!rM1• 0, FORpr poM!• 1, ,t 5, 6ond 7. ll oov othermoltersl]« perly...,,obe.forothe 111eetlns, thoper5,0m. named in this proxy will-In·'ttllsprc».y w111 vote in their discretion. 01) Stephen G. Hanks (Class II) 02) Anne R. Pramaggiore (Class II) 1. Election of Directors Nominees: The Board of Directors recommends you vote FORtht ir dls.cN'tion,Please .sigr, er.:aic:tly :as the nominees listed: The Board of Directors recommends you vote FOR proposals 2 and 3. Vote on Proposals Vote on Directors !!Please indicaten.ame(J;J :ip,pe;ir(.s.l hiercon. W~n $1.sraing ,as. :J ttDmt!!f, e:u:ooto r, ;a.:lmln klr.a.tor~o r 01:'h~ fi d ud.wy, ple :ue atve full t ld ~ ad: :wch.. Jalr,t OM'lel':$ s;ho uld i:ad1 s:fer. permn.:alty. AJI holder:S must sign.. if you plan to attend this meeting. For address changes and/.:a .oorpm..:atl011 or comments, please check this box and write them on the back where indicated. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnershipp;ii~r.sillp.. ple,u tlll!! slgri In fu ll c.orpor.ati:: ar- p..i rt mrshfp name by authorized officer. Yes No !.1 ut:harlzed a ffice.r . III I II $lgnature :[?LEAS.E SIGN WITHIN 80.l(JOateSipla'lllre (Joint Ow ne rs)Dilte
 E19986-P88438 V.1.1 Important![[MISSING IMAGE: px_24bwenterproxy01pg02-4clr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-044259/px_24bwenterproxy01pg02-4clr.jpg) ~B:WENTERPRISES~Babcock & Wllcox Enterprlses, Inc.Annual Meeting or StockholdersMay 15, 2024 at 10:30 a.m .www.virlualshareholdermeeting.com/BW2024Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Annual Report are availableavaflable at www.proxyvote.com. Babcock & Wilcox Enterprises, Inc. Annual Meeting of Stockholders Tuesday, May 9, 2017 at 9:30 a.m. The Ballantyne Hotel The Carolina Room 10000 Ballantyne Commons Parkway Charlotte, North Carolina 28277 IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE BABCOCKwww.proxwote.com.li' 5246-PB7!19lBABCOCK & WILCOX ENTERPRISES, INC. THISINC.THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUALDIRECTORSANNUAL MEETING OF STOCKHOLDERS Tuesday, May 9, 2017 The undersigned stockholder(s)STOCKHOLDERSMay 15, 2024The under..ignecl stod,holcler(s) hereby appoint(s) E. James Ferlandappo it(s) Kenneth Young and J. André Hall,Lo"is Salamone, or eithereithe r of them, as proxies,,,. proxi es, each with the power to appointappo int his substitute, to represent and to vote, as designated on the reverse sidere\'erseside of this ballot,th is ballot. all of the sharest he sl:lare.s of common stockcommons oc~ of Babcock & Wilcox Enterprises,En erprises, Inc. ("B ll&W") thathat the stockholders(s)stockholder..(s) is/are entitleda re ent itled to vote atvo eat the AnnualAnnua l Meeting of Stockholderso Stockho lders to be held at 9:3010,30 a.m. Eastern Time on May 9, 2017,15, 2024, at The Ballantyne Hotel, The Carolina Room, 10000 Ballantyne Commons Parkway, Charlotte, NC 28277, andwww.virtuafshareholclermee ing .com/BW2024, ancl any adjournment or postponement thereof. THIShereof.THIS PROXY, WHEN PROPERLY EXECUTED, WILLEX.ECU'TED, WlLL BE VOTED INII~ THE MANNERM,6-NNER DIRECTED HEREIN. IF NO SUCH DIRECTION IS MADE, THISTHI S PROXY WILL BE VOTED IN ACCORDANCEACCO RDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. ATTENTIONDIRECTORS 'iRECOMMENDATIONS.ATTENTION PARTICIPANTS IN B&W'S THRIFT&W'STHRIFT PLAN: If you held shares ofshareso B&W common stock through&Wcommonstock th rough The B&W Thrift Plan&WThr#tPlan (the "Thrift Plan"'Thrift Plan'), this proxy coverspro•v cover.. all sharessha res for which the undersigned hasundersigr,ed !:las the right tori.ght t o give voting instructions to VanguardVar,guard Fiduciary Trust Company ("Vanguard"Vangua rd"), TrusteeTruste a of the Thrifttt.e T hrift Plan. Your proxy must be received no later thanhan 11:59 p.m.p.m . Eastern Time on May 7, 2017.13, 2024. Any shares of B&W common'B&Wcommon stock held in the Thrift PlanThr ift IPlan that are notno voted or for which VanguardVan.guard does not receive timelyl'lDtrece ive imel!y voting instructions, willi.ns:truction.s, wil l be votedYot ed in the same proportions.ame p roportion as the shares forsha res fo r which Vanguard receives timely votingVan.gua rd receiveS- t imelyvoting instructions forfrom other participantspa rticipa nls in the!:le Thrift Plan. PLEASEPlan.PLEASE MARK, SIGN, DATE AND RETURN THIS PROXYT HIS P,ROXY CARD PROMPTLYP,ROMPT1LY USING THE ENCLOSED REPLY ENVELOPED Address Changes/Comments: _______________________________________________________________________________ ________________________________________________________________________________________________________ (If you notedREPlY ENVELOPEDPlease send any Address Changes/Comments above, please mark corresponding box on the reverse side.) CONTINUEDa cldress c hanges and/ or comments to: tnvestors(elbabcocl::.comCONTINU6D AND TO BE SIGNED ON REVERSE SIDE
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