Barbara Niland
BWX TechnologiesAbout Barbara A. Niland
Independent Director at BWX Technologies since 2016; age 66. Chair of the Audit and Finance Committee and member of the Governance Committee. Former Corporate Vice President and CFO of Huntington Ingalls Industries and a 37-year career at Northrop Grumman; M.S. (University of Maryland University College) and B.S. (Towson University). Designated by BWXT’s Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Huntington Ingalls Industries | Corporate Vice President and Chief Financial Officer | Mar 2011–Mar 2016 | Senior finance leadership at a Fortune 500 U.S. Navy and Coast Guard shipbuilder |
| Northrop Grumman | Various roles including VP & CFO Shipbuilding; Division VP – Finance | ~37 years | Progressive finance/operations leadership supporting shipbuilding/manufacturing for the U.S. Navy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships shown for Niland |
Board Governance
- Independence: The Board determined Niland is independent under NYSE standards; BWXT’s Board is 90% independent.
- Committee leadership and meetings: Audit & Finance Committee Chair (4 meetings in 2024); Governance Committee member (7 meetings in 2024).
- Attendance: Board met 5 times in 2024; each director attended 100% of Board and committee meetings during their service; directors are expected to attend the Annual Meeting (met in 2024).
- Audit Committee Financial Expert: Niland qualifies as an SEC-defined audit committee financial expert; all Audit & Finance members are independent.
- Tenure policy and voting: 12‑year independent director tenure limit measured from the July 1, 2015 spin‑off; majority voting with a contingent resignation policy in uncontested elections.
- Governance practices: Independent Board Chair; regular executive sessions of independent directors; no hedging/pledging; robust ownership guidelines for directors (5x cash retainer).
Fixed Compensation
| Component | Amount (USD) | Units/Shares | Grant/Period | Vesting | Deferral Election |
|---|---|---|---|---|---|
| Annual cash retainer | $90,000 | — | 2024 | N/A | No cash deferral election in 2024 |
| Audit & Finance Committee Chair fee | $25,000 | — | 2024 | N/A | N/A |
| Director RSU grant | $154,965 | 1,592 RSUs | May 3, 2024 | Vests immediately on grant | No stock deferral election in 2024 |
| Total 2024 director compensation | $269,965 | — | 2024 | — | — |
Notes:
- Annual non-employee director compensation levels: Cash retainer $90,000; annual stock award target $155,000; Audit Chair fee $25,000.
- 2024 grant valuation used closing price $97.34 on grant date; RSUs vested immediately; directors must retain shares equivalent to 5x annual cash retainer.
Performance Compensation
Directors receive time-based RSUs (no performance conditions) and no options; there were no unvested stock awards or option awards outstanding for non‑employee directors at 2024 year‑end.
BWXT executive incentive metrics (context for board oversight and pay-for-performance):
| Program | Metric | Weight | Target | Actual (2024) |
|---|---|---|---|---|
| Annual Incentive (EICP) | Operating Income | 70% | $408.7M | $419.3M |
| Annual Incentive (EICP) | Free Cash Flow | 25% | $250.3M | $269.4M |
| Annual Incentive (EICP) | Safety: TRIR | 2.5% | 0.66 | 0.56 |
| Annual Incentive (EICP) | Safety: DART | 2.5% | 0.29 | 0.27 |
| LTIP (PRSUs 2024–2026) | Cumulative Adjusted EBITDA | 40% | Company-set target | Metric defined; three-year performance; vesting 0–200% |
| LTIP (PRSUs 2024–2026) | Average ROIC | 40% | 11.4% | Metric defined; three-year performance; vesting 0–200% |
| LTIP (PRSUs 2024–2026) | Relative TSR (vs S&P A&D Select) | 20% | 50th percentile | Metric defined; three-year performance; vesting 0–200% |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None for Niland |
| Compensation Committee interlocks | Committee members had no insider participation or interlocks; Exequity engaged as independent compensation consultant (Niland not on Compensation Committee) |
| Related-party transactions | None involving directors/executives exceeded $120,000 in 2024; Board reviews affiliations and ordinary-course transactions; none material. |
Expertise & Qualifications
- Financial/accounting oversight, risk management, and U.S. Navy shipbuilding/manufacturing experience; audit committee financial expert designation.
- Board skills matrix: Financial/Strategic/M&A, Government/Nuclear/Manufacturing industry expertise, risk management, governance.
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (as of Mar 6, 2025) | 19,631 shares |
| Deferred shares (not counted as beneficial) | None |
| Percent of shares outstanding | Each director individually holds <1% of shares; group total <1% (91,394,703 shares outstanding at record date) |
| Unvested director equity at YE 2024 | None; director RSUs vested immediately on grant; no options outstanding for directors |
| Hedging/pledging | Prohibited for directors/officers/employees |
| Ownership guidelines | Directors: minimum 5x annual cash retainer; all directors have achieved or are progressing per guidelines |
Insider Trades (recent filing)
| Date | Filing | Summary |
|---|---|---|
| May 6, 2025 | Form 4 | Statement of changes in beneficial ownership filed by Barbara A. Niland (details on BWXT investor site) |
Governance Assessment
- Strengths: Independent status; Audit & Finance Committee leadership with SEC “financial expert” designation; 100% 2024 attendance; robust director ownership requirements and anti-hedging/pledging policy; no related‑party transactions; majority voting with contingent resignation; strong stockholder support for executive pay (99.03% in 2024).
- Potential red flags: None disclosed regarding attendance, related‑party dealings, pledging/hedging, or tax gross‑ups; director tenure managed via 12‑year limit policy aiding board refreshment.
Notes on BWXT compensation structure (context):
- Directors: Cash plus time-based RSUs; no meeting fees; RSUs granted annually and vest immediately (deferral optional).
- Executives: Annual incentive metrics (Operating Income, FCF, Safety) and LTIP with PRSUs tied to Adjusted EBITDA, ROIC, and rTSR; clawbacks exceed NYSE standards; double-trigger CIC vesting; no excise tax gross‑ups.