Jimmy Morgan
Babcock & Wilcox EnterprisesAbout Jimmy Morgan
Jimmy B. Morgan is Executive Vice President and Chief Commercial Officer of Babcock & Wilcox Enterprises (BW), effective January 1, 2025; he served as Chief Operating Officer during 2024, reflecting a shift from operations to commercial leadership as BW targets bookings and backlog growth . BW’s 2024 performance backdrop: revenue $717.3M (flat y/y), operating income $25.1M (up from $16.6M), adjusted EBITDA $68.9M (+13%), bookings $889.6M (+39%), and year‑end backlog $540.1M (+47%), while the AIP financial component paid 0% for the seventh consecutive year given under‑target results .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Babcock & Wilcox Enterprises | Chief Operating Officer | 2024 | Led operations amid restructuring and portfolio refocus; supported bookings and backlog growth initiatives . |
| Babcock & Wilcox Enterprises | EVP & Chief Commercial Officer | 2025–present | Oversees commercial execution as BW pivots to drive higher-margin growth and decarbonization platforms . |
External Roles
- Not disclosed in BW filings reviewed.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 525,000 | 550,000 | 550,000 |
| Target Bonus ($) | Not disclosed | Not disclosed | 192,500 (AIP target) |
| AIP Payout ($) | Not disclosed | Not disclosed | 0 (below threshold) |
| All Other Compensation ($) | 12,500 | 9,167 | 9,167 |
| Total Compensation ($) | 2,540,683 | 958,618 | 734,501 |
Performance Compensation
Annual Cash Incentive Plan (AIP) – 2024
| Metric | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 101 | 110 | 112 | 68.9 | 0% |
- Morgan’s 2024 AIP target opportunity was $192,500; with actual adjusted EBITDA of $68.9M, payout was 0% .
Long‑Term Cash Incentive Plan (LTCIP)
| Plan | Period | Metric | Weighting | Target | Status/Notes |
|---|---|---|---|---|---|
| LTCIP | 2024–2026 | Adj. EBITDA 2024 | 50% | $100M | 2024 actual $68.9M; in Mar‑2025, Committee approved paying half of the 2024 portion, citing overall performance, 2024 business unit dispositions, and retention needs; also adjusted 2025 target post‑dispositions . |
| LTCIP | 2024–2026 | Adj. EBITDA 2025 | 50% | Adjusted in 2025 | Target adjusted due to 2024 divestitures; full award vests only if employed through 12/31/2026 (Committee may pay up to half after each year) . |
| Total Opportunity (Morgan) | 2024–2026 | — | — | $1,100,000 | Opportunity value established May 2024 8‑K and 2025 proxy . |
Equity Awards and Vesting
| Award Type | Grant Date | Shares | Grant‑Date FV ($) | Vesting / Performance |
|---|---|---|---|---|
| RSU | 7/28/2022 | 33,334 | — | Time‑based RSUs scheduled to vest on 7/28/2025 . |
| PSU | 7/28/2022 | 125,000 | — | Vests only if BW closing price ≥$12 any day during 7/28/2022–7/27/2027 . |
| RSU | 5/2/2023 | 49,010 | 299,451 | Time‑based; special grant recognizing closing of key WtE project . |
| RSU | 8/5/2024 | 80,000 | 92,000 | Time‑based; vests ratably over 3 years (8/5/2025, 8/5/2026, 8/5/2027) . |
| Stock Options | 3/6/2017 | 5,995 | — | Options unexercisable at FY‑end 2024; strike $41.70; expire 3/6/2028 . |
| 2024 Stock Vested | — | 115,677 | $145,127 | Shares vested; no stock option exercises by NEOs in 2024 . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 539,996 shares; <1% of class as of 3/1/2025 . |
| Outstanding Equity (12/31/2024) | RSUs unvested: 33,334 (2022) and 80,000 (2024); PSUs unearned: 125,000 (price hurdle); Options: 5,995 @ $41.70 exp. 3/6/2028 . |
| 2024 Vesting Realized | 115,677 shares; $145,127 value realized on vesting . |
| Ownership Guidelines | Executives must hold stock equal to 3x base salary; hold‑until‑met rule on net shares . |
| Compliance Window | As of March 1, 2024, NEOs either satisfied the guideline or were within the 5‑year compliance period . |
| Hedging/Pledging | Prohibited for all directors, officers, employees . |
Employment Terms
Severance (Executive Severance Plan)
- If terminated without cause or for good reason (no change in control): 52 weeks salary continuation, reimbursement of employer share of COBRA premiums for 3 months, and 12 months of outplacement; subject to release and restrictive covenants .
- Illustrative as of 12/31/2024: Cash $550,000; Equity acceleration $78,300; Health benefits $6,319; Outplacement $12,000; Total $646,619 .
Change‑in‑Control (CiC) Agreement (double‑trigger; elected prior to Aug 4, 2016)
- Benefits upon qualifying termination within 2 years after a CiC include: accelerated equity and Restoration Plan vesting; cash severance; prorated target bonus; prior‑year unpaid bonus; and lump‑sum health coverage cost payment; no excise‑tax gross‑up (modified cutback) .
- Formula summary per proxy: cash equal to 2×(base salary + base salary×target bonus %) and includes target annual incentive for the year; proxy table assumption uses $550k base and 100% target incentive reference, but the potential payment table for Mr. Morgan reflects amounts consistent with a 35% target AIP for 2024 .
- Illustrative as of 12/31/2024: Cash $1,485,000; Equity acceleration $183,601; Health benefits $75,827; Total $1,744,428 .
Clawback and Forfeiture Policies
- SEC/NYSE‑compliant clawback adopted; recovery of incentive comp upon accounting restatement .
- Equity awards may be terminated for specified misconduct .
Performance & Track Record
Company Operating Performance (context for incentives)
| Metric | 2024 |
|---|---|
| Revenues ($M) | 717.3 |
| Operating Income ($M) | 25.1 |
| Adjusted EBITDA ($M) | 68.9 |
| Bookings ($M) | 889.6 |
| Backlog ($M, 12/31) | 540.1 |
| AIP Financial Component | 0% payout (7th straight year) |
Total Shareholder Return (Pay‑versus‑Performance table reference)
| Year | B&W TSR (Value of $100) | TSR Peer Group (Value of $100) |
|---|---|---|
| 2024 | $44.99 | $222.00 |
Compensation Structure Analysis
- Shift toward retention and time‑based RSUs: 2024 grants were solely time‑based RSUs vesting over three years; rationale included delivering value with fewer RSUs, retention amid performance challenges, and continued stockholder alignment .
- Cash incentives tightened, but discretion applied for retention: AIP used a single EBITDA metric and paid 0% for 2024; however, the Committee approved paying half of the 2024 LTCIP portion in March 2025 to retain management and reflect the impact of business unit dispositions, and reset 2025 targets accordingly .
- Governance practices: robust clawback; prohibition on hedging/pledging; executive stock ownership guidelines (3x salary for NEOs) .
- External benchmarking and advisor: Willis Towers Watson supported market analysis; Committee emphasizes pay‑for‑performance and retention balance .
Say‑on‑Pay & Shareholder Feedback
- 2024 advisory vote: 96.3% approval of NEO compensation, signaling strong investor support despite zero AIP payout .
Equity Ownership & Potential Selling Pressure Indicators
- Upcoming scheduled vesting: 2022 RSUs expected to vest on 7/28/2025; 2024 RSUs vest ratably on 8/5/2025, 2026, 2027; 2022 PSUs vest only if stock price reaches $12 by 7/27/2027; no option exercises by NEOs in 2024 .
- Policy mitigants: strict prohibition on hedging/pledging and stock ownership guidelines limit misalignment; any tax‑withholding share sales around vestings may occur but are not detailed here .
Employment Terms (Detailed Payout Reference)
| Scenario (as of 12/31/2024) | Cash ($) | Equity Acceleration ($) | Health/Welfare ($) | Retention Bonus Acceleration ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination Without Cause/Good Reason (No CiC) | 550,000 | 78,300 | 6,319 | — | 12,000 | 646,619 |
| Termination Without Cause/Good Reason in Connection with a CiC | 1,485,000 | 183,601 | 75,827 | — | — | 1,744,428 |
| Change in Control (Awards Not Assumed) | — | 183,601 | — | — | — | 183,601 |
| Death/Disability | — | 183,601 | — | — | — | 183,601 |
Investment Implications
- Alignment and retention: Morgan’s beneficial ownership (~540k shares, <1%) and multi‑year RSU/PSU overhang provide alignment, with policies that prohibit hedging/pledging; executive guidelines (3x salary) further align incentives .
- Incentive mix and near‑term supply: RSUs vest through 2025–2027; PSUs require a $12 stock price hurdle by mid‑2027, limiting near‑term dilution unless performance inflects; zero 2024 AIP payout underscores discipline, though partial 2024 LTCIP payment highlights retention priority amid transitions .
- Risk/Red flags: No excise‑tax gross‑ups (modified cutback) and clawback policy are positives; the Committee’s discretionary LTCIP payment despite missing EBITDA target may draw investor scrutiny on pay‑for‑performance rigor .
- Execution lens: As BW emphasizes higher‑margin growth and decarbonization platforms, Morgan’s move to Chief Commercial Officer positions him over revenue capture and backlog conversion—key levers given 2024’s bookings/backlog momentum but negative net income and sub‑threshold EBITDA versus incentive targets .