Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On September 21, 2022, the Board of Directors ("Board") of BWX Technologies,
Inc. ("BWXT," the "Company" or "we") appointed Michael Fitzgerald to serve as
Vice President, Finance, effective October 24, 2022 ("Start Date"), and as Chief
Accounting Officer, effective the day following the filing of the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the
"10-Q Filing Date"). Mr. Fitzgerald will replace Jason Kerr, our current Vice
President and Chief Accounting Officer, whose last day in that role will be
September 30, 2022. Effective on September 30, 2022, the Board appointed Kevin
Gorman to serve as Corporate Controller, and he will also serve as Interim Chief
Accounting Officer through the 10-Q Filing Date.
Since 2018, Mr. Fitzgerald, 38, has led the Aerospace & Defense Practice at
MorganFranklin Consulting, LLC, a management advisory firm specializing in
technical accounting, financial reporting and related matters. Prior to that, he
served as Audit Senior Manager at Deloitte & Touche LLP from 2012 to 2018. In
his new role, Mr. Fitzgerald will receive an annual base salary of $325,000;
will be eligible to receive an annual non-equity incentive award with a target
equal to 40% of his base salary; a long-term equity incentive plan annual target
of $200,000, or as otherwise determined by the Compensation Committee of the
Board; and a one-time, sign-on equity incentive restricted stock unit grant of
$300,000 on or about the Start Date. Mr. Gorman, 48, has served as Assistant
Corporate Controller of the Company since 2015 and in various controller roles
within the Company's commercial nuclear energy business from 2011 to 2015. Prior
to joining BWXT, he worked for two years at The Shaw Group, Inc. in various
accounting roles and 13 years at Deloitte & Touche LLP, most recently as Audit
Senior Manager.
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