Gerhard Burbach
BWX TechnologiesAbout Gerhard F. Burbach
Independent director since 2018; currently Chair of the Compensation Committee. Age 63. Former President/CEO and director of Thoratec Corporation (2006–2014). Education: B.S. in Industrial Engineering (Stanford) and MBA (Harvard Business School). His medical device leadership provides relevant external perspective for BWXT’s medical isotope business. The Board has determined he is independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thoratec Corporation | President, CEO, Director | 2006–2014 | Led cardiovascular medical device company; executive leadership experience |
| Digirad Corporation | Executive leadership positions | Not disclosed | Operating leadership in medtech |
| Philips Medical Systems | Executive leadership positions | Not disclosed | Medtech operations/strategy |
| ADAC Laboratories | Executive leadership positions | Not disclosed | Medtech operations/strategy |
| McKinsey & Company | Executive leadership positions | Not disclosed | Strategy consulting experience |
| CitiCorp | Executive leadership positions | Not disclosed | Financial services exposure |
External Roles
| Organization | Role | Public/Private | Tenure/Status |
|---|---|---|---|
| Procyrion Inc. | Chairman of the Board | Private | Current |
| Artelon | Chairman of the Board | Private | Current |
| Vascular Dynamics, Inc. | Director | Private | Current |
| Fluidigm Corporation | Director | Public | 2013–2023 |
| Other current public boards | — | — | None |
Board Governance
- Committee assignments: Chair, Compensation Committee; not listed on Audit & Finance or Governance committees in the nominee table. Compensation Committee held 5 meetings in 2024; 100% independent. Members (2024): Gerhard F. Burbach (Chair), James M. Jaska, Robert L. Nardelli, John M. Richardson.
- Independence: Board determined Burbach is independent; BWXT has 90% independent directors and all committees are fully independent.
- Attendance: Board met 5 times in 2024; each director attended 100% of Board and applicable committee meetings; all current directors attended the 2024 Annual Meeting.
- Leadership: Independent Board Chair (Jan A. Bertsch); regular executive sessions at each regular Board meeting; no lead independent director while the chair is independent.
- Tenure framework: 12-year director tenure limit for independent directors; majority voting with contingent resignation policy in uncontested elections.
- Compensation Committee remit: Oversees executive and director compensation; administers EICP, 2010 LTIP and 2020 Omnibus Incentive Plan; sets financial and safety goals for executives; engages independent consultant Exequity LLP.
Fixed Compensation
| Item | Amount/Detail |
|---|---|
| Fees Earned (Cash) – 2024 | $110,000 (base director retainer + Compensation Committee chair fee) |
| Stock Awards – 2024 | $154,965 (1,592 RSUs granted May 3, 2024; grant-date price $97.34; immediate vest) |
| Total – 2024 | $264,965 |
| Annual Director Compensation Schedule (2024) | Amount |
|---|---|
| Base Retainer – Non-Employee Director | $90,000 |
| Stock Award – Non-Employee Director | $155,000 |
| Independent Board Chair | $125,000 |
| Chair – Audit & Finance | $25,000 |
| Chair – Compensation | $20,000 |
| Chair – Governance | $15,000 |
- Deferrals: In 2024, certain directors deferred 100% of cash retainer and/or stock awards; Burbach was not among those who deferred either cash or stock in 2024.
- Perquisites: Company reimburses spousal travel and associated taxes when applicable; no incremental costs in 2024.
Performance Compensation
| Feature | Detail |
|---|---|
| Performance-linked director pay components | None disclosed; director RSUs vest immediately; no options granted to directors in 2024. |
| RSU grant mechanics | Annual RSUs equal to $155,000 / closing price on grant date; rounded down; granted on Annual Meeting date; vested immediately. |
| Deferral elections (2024) | Burbach did not defer 2024 stock awards; deferrals available under Incentive Plan/SERP. |
| Executive pay performance metrics overseen by Compensation Committee | EICP includes financial and safety goals; safety goals included in annual incentive plans since 2015. |
| Stock ownership guideline | Directors must hold at least 5x annual base retainer; five years to comply; sales restricted until guideline met; all directors have achieved or are in process. |
Other Directorships & Interlocks
| Category | Company | Role | Overlap/Interlock Risk |
|---|---|---|---|
| Current public company boards | — | — | None (per BWXT skills matrix) |
| Prior public company boards | Fluidigm Corporation | Director | Life sciences; no BWXT-related transactions noted by Board independence review |
| Private boards | Procyrion Inc. | Chairman | Medtech; Board considered ordinary-course transactions and found no material relationships |
| Private boards | Artelon | Chairman | Biomaterials; same as above |
| Private boards | Vascular Dynamics, Inc. | Director | Medtech; same as above |
- Overboarding: BWXT states limits on director overboarding as part of governance best practices.
- Compensation Committee consultant conflicts: Exequity LLP retained by the Committee; attends meetings (including executive sessions); management does not direct/oversee Exequity’s retention or activities.
Expertise & Qualifications
- Executive/operating, financial/strategic/M&A, technology/scientific, risk management; specific Healthcare/FDA regulatory expertise; international experience.
- Brings medtech perspective aligned to BWXT’s medical isotope strategy and operations.
- Other current public company boards: none; supports focus and limits overboarding.
Equity Ownership
| As of March 6, 2025 | Shares Beneficially Owned | Shares Deferred (not beneficially owned) | Notes |
|---|---|---|---|
| Gerhard F. Burbach | 13,155 | — | Beneficial shares include 11,172 vested RSUs and accrued dividend equivalents he elected to defer, counted as beneficially owned under SEC rules due to immediate acquisition upon termination of Board service. |
- Hedging/pledging: Prohibited for directors; no short sales, no margin accounts; option hedging disallowed.
- Ownership guideline: 5x annual base retainer; all directors have achieved or are progressing toward compliance within five years.
Governance Assessment
-
Positive signals
- Independent director and Chair of Compensation Committee; committee fully independent; engages independent consultant (Exequity) and sets explicit financial and safety goals for executive pay; strong pay governance and risk oversight.
- 100% attendance in 2024; regular executive sessions; majority voting with contingent resignation; independent board chair; robust stock ownership and anti-hedging/pledging policies.
- No current public board interlocks; Board independence review found no material relationships, reducing conflict risk.
-
Watch items
- Perquisite/tax reimburse policy for spousal travel exists; although no incremental costs in 2024, investors typically scrutinize potential tax gross-ups on perqs. Highlight for ongoing monitoring.
- BWXT’s 12-year tenure limit encourages refreshment; track Burbach’s tenure relative to policy for continuity and succession planning on the Compensation Committee.
-
RED FLAGS
- None identified in proxy regarding related-party transactions, pledging/hedging, or meeting attendance; no options repricing or director option grants in 2024.