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Item 9A. Controls and Procedures

2021-02-22 compared with 2020-02-24 · 98 added, 34 removed, 138 unchanged (49% of the section changed)

46 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item with respect to directors and executive officers is incorporated by reference to the material appearing under the headings "Election of Directors," "Named Executive Profiles," and "Executive Officer Profiles" in the Proxy Statement for our 2020 Annual Meeting of Stockholders.

The information required by this item with respect to compliance with section 16(a) of the Securities and Exchange Act of 1934, as amended, is incorporated by reference to the material appearing under the heading "Section 16(a) Beneficial Ownership Compliance" in the Proxy Statement for our 2020 Annual Meeting of Stockholders.

Executive Officer Profiles

Geveden, President, Chief Executive Officer and Director

Geveden, age 60, has served as President and Chief Executive Officer since January 2017, and served as our Chief Operating Officer from October 2015 until December 2016.

Previously, Mr.

Geveden was Executive Vice President at Teledyne Technologies Incorporated ("Teledyne"), a provider of electronic subsystems and instrumentation for aerospace, defense and other uses.

There he led two of Teledyne's four operating segments since 2013, and concurrently served as President of Teledyne DALSA, Inc., a Teledyne subsidiary, since 2014.

Geveden also served as President and Chief Executive Officer of Teledyne Scientific and Imaging, LLC (2011 to 2013) and President of both Teledyne Brown Engineering, Inc.

and Teledyne's Engineered Systems Segment (2007 to 2011).

Geveden is a former Associate Administrator of the National Aeronautics and Space Administration ("NASA"), where he was responsible for all technical operations within the agency's $16 billion portfolio and served in various other positions with NASA in a career spanning 17 years.

Geveden serves on the board of directors of TTM Technologies, Inc.

Black, Senior Vice President and Chief Financial Officer

Black, age 59, was appointed as Senior Vice President and Chief Financial Officer upon the completion of our spin-off in June 2015 and prior to that served as our Vice President and Chief Accounting Officer since July 2010.

Previously, Mr.

Black served as our Vice President and Controller (2007 to 2010) and Vice President and Controller of our Government Group (2003 to 2007).

He joined BWXT in 1991 as General Accounting Manager for the Nuclear Environmental Services Division.

Other positions he held with BWXT include Financial Services Manager for the ASD Service Center Division, Controller for BWXT Federal Services, Inc., and Controller for BWXT Services, Inc.

McCabe, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary

McCabe, age 66, has served as our Senior Vice President, General Counsel, Chief Compliance Officer and Secretary since July 2018.

Prior to joining BWXT, Mr.

McCabe served as Executive Vice President, General Counsel, Chief Compliance Officer and Secretary (or similar roles) of Orbital ATK, Inc.

(and its predecessor, Orbital Sciences Corporation) from 2014 to 2018.

He served as Senior Vice President, General Counsel and Secretary of Alion Science and Technology Corp., an advanced engineering and technology solutions provider, from 2010 to 2014.

From 2008 to 2010, he was Executive Vice President and General Counsel, and President of the federal business, of Braintech, Inc., automated vision systems for industrial and military robots.

Previously, Mr.

McCabe held legal roles with XM Satellite Radio, COBIS Corporation and what is now AT&T Government Solutions, and was CEO and a member of the board of directors of COBIS Corporation (and its predecessor, MicroBanx).

Earlier in his career, Mr.

McCabe was an attorney in private practice.

McCabe has a bachelor’s degree from Georgetown University and a juris doctorate and masters of business administration from the University of Notre Dame.

Duling, President, BWXT Nuclear Operations Group, Inc.

Duling, age 58, has served as the President of our subsidiary, BWXT Nuclear Operations Group, Inc.

("BWXT NOG"), overseeing our Nuclear Operations Group segment since June 2018.

Duling previously served as President of Nuclear Fuel Services, Inc., one of our subsidiaries, from 2014 to 2018.

Duling served as Vice President of Production at the Y-12 National Security Complex, Director of the Specific Manufacturing Capability project at Idaho National Laboratory and Site Manager of the Naval Reactors Facility decommissioning project, among other roles.

Loving, Senior Vice President and Chief Administrative Officer

Loving, age 65, was appointed our Senior Vice President and Chief Administrative Officer in January 2020.

Prior to that, he served as our Senior Vice President, Human Resources, since July 2016.

Prior to joining BWXT, Mr.

Loving served for 8 years with McDermott, most recently as Senior Director, International Human Resources, responsible for the global delivery of human resources programs and services.

Loving also served as Senior Director, Human Resources for the Middle East, India and Caspian regions for J.

Ray McDermott, S.A.

Dubai, U.A.E.

and as McDermott's Global Director of Human Resources Business Services.

Prior to joining McDermott, Mr.

Loving held numerous management positions at BWXT for over 29 years when it was a McDermott subsidiary.

Smith, President, Government Operations

Smith, age 48, was appointed our President, Government Operations in January 2021.

Prior to joining BWXT, Dr.

Smith served as Vice President and General Manager of the Radar and Sensors Systems business for Lockheed Martin Corporation ("LMC").

During his 12 years with LMC, he held leadership roles with profit and loss responsibility in LMC's C4ISR, Command Control and Battle Management, and Space and Cyber businesses.

Previously, Dr.

Smith served in leadership positions with Nantero's Government Business Unit, Windermere Information Technology Services and as a civil servant in the intelligence community.

Smith holds a bachelor of science and a doctorate in chemical engineering from University of Maryland, Baltimore County and Auburn University, respectively.

He also has a master of business administration from Johns Hopkins University.

The other information required by this item with respect to directors and executive officers is incorporated by reference to the material appearing under the headings "Election of Directors" and "Named Executive Profiles" the Proxy Statement for our 2021 Annual Meeting of Stockholders.

The information required by this item with respect to our Code of Business Conduct and compliance with section 16(a) of the Securities and Exchange Act of 1934, as amended, is incorporated by reference to the material appearing under the headings "Code of Business Conduct" and "Section 16(a) Beneficial Ownership Compliance" in the Proxy Statement for our 2021 Annual Meeting of Stockholders.

The information required by this item with respect to the Audit Committee and Audit and Finance Committee financial experts is incorporated by reference to the material appearing in "Director Independence" and "Audit and Finance Committee" under the heading "Corporate Governance – Board of Directors and Its Committees" in the Proxy Statement for our 2021 Annual Meeting of Stockholders.

We have adopted a Code of Business Conduct for our employees and directors, including, specifically, our chief executive officer, our chief financial officer, our chief accounting officer and our other executive officers.

Our code satisfies the requirements for a "code of ethics" within the meaning of SEC rules.

A copy of the code is posted on our web site, www.bwxt.com under "About Us – Corporate Citizenship – Ethics and Compliance."

EXECUTIVE COMPENSATION

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All schedules for which provision is made of the applicable regulations of the SEC have been omitted because they are not required under the relevant instructions or because the required information is included in the financial statements or the related footnotes contained in this Report.

Number Description

2.1 Master Separation Agreement dated as of July 2, 2010 between McDermott International, Inc.

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Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No.

Description of the Company's Securities Registered under Section 12 of the Securities Exchange Act of 1934.

4.4 Description of the Company's Securities Registered under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K filed with the SEC on February 24, 2020 (File No.

4.5 Indenture, dated June 12, 2020, among BWX Technologies, Inc., each of the guarantors party thereto and U.S.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on June 12, 2020 (File No.

4.6 Form of 4.125% Senior Notes due 2028 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the SEC on June 12, 2020 (File No.

Number Description

10.1 Credit Agreement, dated as of May 24, 2018, among BWX Technologies, Inc., as administrative borrower, BWXT Canada Ltd., as the Canadian borrower, Wells Fargo Bank, N.A., as administrative agent, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 24, 2018 (File No.

10.2 Amendment No.

1 to Credit Agreement, dated as of March 24, 2020, among BWX Technologies, Inc.

as administrative borrower, BWXT Canada Ltd., as the Canadian borrower, Wells Fargo Bank, N.A., as administrative borrower and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on March 25, 2020 (File No.

10.3 Tax Sharing Agreement dated as of June 7, 2010 between J.

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Geveden dated October 26, 2015 (incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 (File No.

Form of Non-Employee Director Grant Letter (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 (File No.

Form of Non-Employee Director Grant Letter (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No.

Form of Non-Employee Director Grant Letter (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (File No.

10.12* Form of 2019 Performance Restricted Stock Unit Grant Agreement for Employees (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed for the quarter ended March 31, 2019 (File No.

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10.15* Form of 2018 Restricted Stock Unit Grant Agreement for Employees (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed for the quarter ended March 31, 2018 (File No.

Form of 2017 Performance Restricted Stock Unit Grant Agreement for Employees (incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K filed for the year ended December 31, 2016 (File No.

Form of 2017 Restricted Stock Unit Grant Agreement for Employees (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K filed for the year ended December 31, 2016 (File No.

Form of 2016 Performance Restricted Stock Unit Grant Agreement for Employees (incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K filed for the year ended December 31, 2015 (File No.

Form of 2016 Restricted Stock Unit Grant Agreement for Employees (incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K filed for the year ended December 31, 2015 (File No.

10.16* Form of Agreement to Convert Units Payable in BWE Shares into Units Payable in BWXT Shares (incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K filed for the year ended December 31, 2015 (File No.

2015 Notice of Grant under Amended and Restated 2010 Long-Term Incentive Plan of the Company (incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K filed for the year ended December 31, 2014 (File No.

Form of 2015 Stock Option Grant Agreement for Employees (incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for the year ended December 31, 2014 (File No.

Form of 2015 Restricted Stock Unit Grant Agreement (ratable vesting) for Employees (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2014 (File No.

Form of 2015 Restricted Stock Unit Grant Agreement (cliff vesting) for Employees (incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the year ended December 31, 2014 (File No.

Number Description

10.17* BWX Technologies, Inc.

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10.18* 2010 Long-Term Incentive Plan of the Company as amended and restated July 1, 2015 (incorporated by reference to Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No.

Form of Restructuring Transaction Retention Agreement between the Company and certain of our executive officers, dated November 5, 2014 (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K dated October 31, 2014 (File No.

Form of Restructuring Transaction Severance Agreement between the Company and certain of our executive officers, dated November 5, 2014 (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K dated October 31, 2014 (File No.

10.19* BWX Technologies, Inc.

2020 Omnibus Incentive plan (incorporated by reference to Appendix B to the Company's Proxy Statement, dated March 17, 2020 (File No.

10.20* Form of Restricted Stock Unit Grant Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (File No.

10.21* Form of 2020 Restricted Stock Unit Grant Agreement for Employees (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (File No.

10.22* Form of 2020 Performance Restricted Stock Unit Grant Agreement for Employees (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (File No.

10.23* Employee Matters Agreement, dated as of June 8, 2015, by and between the Company and Babcock & Wilcox Enterprises, Inc.

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10.31 Joinder Agreement, dated as of May 24, 2019, between BWXT Advanced Technologies LLC and Wells Fargo Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No.

Number Description

10.32 Joinder Agreement, dated as of February 13, 2020, between Laker Energy Products Ltd.

and Wells Fargo Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (File No.

10.33 Joinder Agreement, dated as of July 9, 2020, between BWXT Mt.

Athos, LLC and Wells Fargo Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (File No.

21.1 Subsidiaries of the Registrant.

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32.2 Section 1350 certification of Chief Financial Officer.

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104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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BWX TECHNOLOGIES, INC.

February 24, 2020

February 22, 2021 By:

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated and on the date indicated.

President and Chief Executive Officer

(Principal Executive Officer)

Senior Vice President and Chief Financial Officer

(Principal Financial Officer and Duly Authorized Representative)

Vice President and Chief Accounting Officer

(Principal Accounting Officer and Duly Authorized Representative)

Non-Executive Chairman

Signature Title

Geveden President, Chief Executive Officer and Director

Geveden (Principal Executive Officer)

Black Senior Vice President and Chief Financial Officer

Black (Principal Financial Officer and Duly Authorized Representative)

Kerr Vice President and Chief Accounting Officer

Kerr (Principal Accounting Officer and Duly Authorized Representative)

Fees Non-Executive Chairman

Bertsch Director

/s/ Gerhard F.

Burbach Director

Jaska Director

/s/ Kenneth J.

Krieg Director

/s/ Leland D.

Melvin Director

/s/ Robert L.

Nardelli Director

/s/ Barbara A.

/s/ Charles W.

Niland Director

Richardson Director

February 22, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures