John Dziewisz
Executive Vice President, General Counsel & Corporate Secretary at 
Babcock & Wilcox Enterprises
Babcock & Wilcox EnterprisesExecutive
About John J. Dziewisz
Executive Vice President, General Counsel & Corporate Secretary at Babcock & Wilcox Enterprises, Inc. (BW). He is a long-tenured company veteran with 27.333 years of credited service in BW’s qualified pension plan, indicating extensive institutional experience and continuity in the legal and governance functions . As an NEO, his compensation structure is anchored to Adjusted EBITDA and equity awards (RSUs/PSUs) with clawbacks, no hedging/pledging allowed, and strict insider trading controls with blackout/pre-clearance procedures led by the General Counsel’s office . Company performance in 2024 included revenue of $717.3M, Adjusted EBITDA of $68.9M (+13% YoY), and a net loss from continuing operations of $73.0M; B&W’s cumulative TSR from the end of 2019 stood at $44.99 vs peer group $222.00, reflecting underperformance vs peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Babcock & Wilcox Enterprises, Inc. | Executive Vice President, General Counsel & Corporate Secretary | ≥2022–2025 | Led legal, governance, proxy process; signed SEC filings including 8‑K and supervised insider trading policy updates |
External Roles
No external board or outside roles disclosed in company filings reviewed.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $425,000 | $450,000 | $450,000 |
| Target Annual Bonus ($) | $365,000 (AIP target) | $157,500 (AIP target) | $157,500 (AIP target) |
| Actual Annual Bonus Paid ($) | $83,333 (retention vest portion) | $100,000 (retention vest portion) | $83,334 (retention vest portion) |
| AIP Payout (% of target) | 0% (Adjusted EBITDA below threshold) | 0% (Adjusted EBITDA below threshold) | 0% (Adjusted EBITDA = $68.9M vs $101M threshold) |
Notes:
- The “Actual Annual Bonus Paid” reflects vesting of the 2022 retention bonus; the AIP paid 0% due to misses on Adjusted EBITDA in each year .
- 2024 AIP thresholds: $101M (threshold), $110M (target), $112M (max) Adjusted EBITDA; actual $68.9M .
Performance Compensation
| Program | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive Plan (2024) | Adjusted EBITDA | 100% | $110M target; $101M threshold; $112M max | $68.9M | 0% of target | N/A |
| Long-Term Cash Incentive (2024–2025) | Adjusted EBITDA (2024 & 2025) | 50% each year | 2024: $100M; 2025 adjusted after business disposals | 2024 actual $68.9M | Committee approved paying the half tied to 2024 ($450,000 of $900,000 opportunity) to retain management | Retention through 12/31/2026; amounts subject to clawback if separation pre‑2026 unless otherwise provided |
| RSUs (granted 8/5/2024) | Time-based RSUs | N/A | 80,000 units | N/A | N/A | Ratable vesting on 8/5/2025, 8/5/2026, 8/5/2027 |
| PSUs (granted 7/28/2022) | Stock price hurdle | N/A | 75,000 units; vest only if BW closing price ≥$12 during 7/28/2022–7/27/2027 | N/A | N/A | Single-trigger based on price condition; employment required |
Key design features:
- Clawback policy applies to incentive awards for restatements (SEC/NYSE-compliant) .
- No hedging, pledging, short sales, or public options transactions permitted for insiders; strict blackout and pre-clearance regimes in insider trading policy .
Equity Ownership & Alignment
| Item | Status / Amount |
|---|---|
| Beneficial Ownership | 217,523 shares as of 3/1/2025 (<1%) |
| Shares Outstanding Reference | 98,404,024 shares outstanding (3/10/2025) |
| Options Outstanding (legacy) | 1,328 (3/2/2015); 619 (3/1/2016); 1,913 (3/6/2018) |
| Unvested RSUs (at FY-end) | 80,000 (granted 8/5/2024) |
| PSUs Outstanding | 75,000 (7/28/2022 grant; $12 stock price condition through 7/27/2027) |
| RSUs Vesting Cadence | 8/5/2025, 8/5/2026, 8/5/2027 |
| Ownership Guidelines | Executives required to hold 3x base salary (CEO: 5x); if below threshold, must hold 50% of net shares from awards |
| Hedging/Pledging | Prohibited by policy; margin/pledging of BW stock not allowed |
Potential selling pressure:
- Scheduled RSU vesting dates (Aug 2025–2027) may create mechanical supply depending on tax withholding and personal diversification needs .
Employment Terms
| Provision | Terms |
|---|---|
| Severance (Executive Severance Plan) | 52 weeks salary continuation upon involuntary termination without cause / resignation for good reason; 3 months employer share of COBRA premiums; 12 months outplacement; subject to release and restrictive covenants (non‑compete, non‑solicit, confidentiality) |
| Change-in-Control (CIC) | Double‑trigger vesting on equity; no tax gross‑ups. Potential accelerated equity vesting value for Dziewisz: $167,401 (CIC scenario table, FY2024 values updated to FY2025 table) . Equity also accelerates on death/disability . |
| Insider Trading Controls | Quarterly and special blackout periods; mandatory pre-clearance for Designated Insiders; Rule 10b5‑1 plan governance (cooling‑off periods; good‑faith requirements) |
Compensation Structure Analysis
- Cash vs equity mix: With AIP paying 0% for seven consecutive years and equity grants resumed in 2024 (after limited equity in 2023), compensation is increasingly retention-oriented (2022 multi‑year retention bonuses; 2024 LTCIP half paid despite EBITDA miss to retain leaders) .
- Pay-for-performance rigor: AIP uses sole Adjusted EBITDA metric with tight thresholds; persistent zero payout demonstrates high hurdle integrity but also highlights execution gaps vs targets .
- Governance safeguards: Clawback policy; prohibition on hedging/pledging; ownership guidelines enforce skin-in-the-game .
Performance & Track Record
| Indicator | 2022 | 2023 | 2024 |
|---|---|---|---|
| B&W Revenue ($M) | $999.4 | $999.4 | $717.3 |
| Adjusted EBITDA ($M) | $67.5 | $79.1 | $68.9 |
| Net Income (Loss) from continuing ops ($M) | $(20.0) | $(78.6) | $(73.0) |
| B&W TSR (value of $100 from end-2019) | $158.30 | $40.05 | $44.99 |
| Peer TSR (same period) | $128.46 | $163.00 | $222.00 |
Say-on-pay support:
- 2023: 92.4% approval ; 2024: 96.3% approval .
Key enterprise risks (context for retention/equity design):
- Going concern emphasis in 2024 10‑K; need to refinance 2026 notes; potential customer/supplier reaction risks; liquidity constraints .
Risk Indicators & Red Flags
- Seven straight years of 0% AIP payout (financial metric misses), followed by discretionary LTCIP cash release to retain management despite 2024 EBITDA miss, introduces governance scrutiny but is transparently disclosed as a retention action amidst portfolio changes and disposals .
- Going concern disclosure and financing/refinancing dependencies elevate execution and continuity risk which can influence insider behavior and talent retention strategies .
Investment Implications
- Alignment: Dziewisz holds BW equity with unvested RSUs/PSUs and is bound by ownership guidelines and anti‑hedging/pledging rules—favorable for alignment; scheduled RSU vesting through 2027 supports ongoing retention .
- Retention vs performance: Zero AIP payouts underscore operational challenges; the Committee’s discretionary LTCIP cash release signals heightened retention priority and may reduce near-term selling pressure by providing liquidity without equity sales .
- Governance and controls: Strong clawback and insider trading controls mitigate misconduct risk; however, enterprise financing risks (refinancing 2026 notes; going concern) remain material and may affect senior executive stability and incentive realizability .
- Trading signals: Watch RSU/PSU vesting dates and any Rule 10b5‑1 adoptions; monitor CIC/disposition events that could accelerate equity; observe any changes in severance or retention constructs in future proxies for incremental red flags or confidence signals .