James Jaska
BWX TechnologiesAbout James M. Jaska
James M. Jaska, age 74, is an independent director of BWX Technologies, Inc. (BWXT) serving since 2016; he sits on both the Audit & Finance Committee and the Compensation Committee and is not a committee chair . He is currently Chief Executive Officer of Versar, Inc. (since October 2021) and previously held senior leadership and finance roles at Valiant Integrated Services, AECOM (Government), and Tetra Tech; he holds bachelor’s and master’s degrees from Western Illinois University . The Board has determined Jaska is independent; BWXT’s Board is led by an Independent Board Chair and maintains executive sessions at each regular meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Versar, Inc. | Chief Executive Officer | Oct 2021–present | CEO leadership of government services; external perspective for BWXT operations/customers |
| Valiant Integrated Services LLC / GC Valiant LLC | President and CEO | 2016–2021 | Oversight of large tech/government services operations; stakeholder alignment |
| Supreme Group LLC (now Valiant Integrated Services) | Division President | Jul 2015–Jan 2016 | Division leadership in logistics/services |
| AECOM (formerly AECOM Technology Corporation) | President, Government; President, Americas & Government; Division EVP; Group Chief Executive, Government Group; Consultant | 2004–2014 (roles spanning 2005–2014; consultant 2004–2005) | Government segment strategy and operations; procurement/customer insight |
| Tetra Tech, Inc. | Director; President; CFO & Treasurer; EVP, CFO & Treasurer; VP, CFO & Treasurer | 1994–2004 | Finance/treasury leadership; board-level perspective |
| Alliant Techsystems, Honeywell, Ecolab | Leadership roles | Dates not disclosed | Additional industry/operations experience |
External Roles
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed for Jaska (Board expertise grid shows “–” under “Other Current Public Company Boards”) |
| Prior public company boards | Not disclosed for Jaska in 2025 proxy |
Board Governance
| Attribute | Detail |
|---|---|
| Committees | Audit & Finance; Compensation (member, not chair) |
| Committee meeting load | Audit & Finance met 4 times in 2024; Compensation met 5 times in 2024 |
| Independence | Board determined Jaska is independent |
| Attendance | Each director attended 100% of Board and committee meetings in 2024; all current directors attended the 2024 Annual Meeting |
| Board leadership | Independent Board Chair (Jan A. Bertsch); executive sessions at each regular Board meeting |
| Tenure policy | 12-year director tenure limit measured from July 1, 2015 spin-off date |
| Compensation committee governance | Engages independent consultant (Exequity); no interlocks or insider participation among 2024 members |
| Shareholder feedback | 2024 say‑on‑pay approval 99.03% (advisory) |
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $97,500 | Jaska elected to defer 100% of cash retainer in 2024 |
| Standard cash retainer (program) | $90,000 | Paid quarterly; no meeting fees; chairs receive incremental stipends |
| Committee chair fees (program) | $25,000 Audit Chair; $20,000 Compensation Chair; $15,000 Governance Chair | Jaska is not a chair |
| Independent Board Chair retainer (program) | $125,000 | Not applicable to Jaska |
Performance Compensation
| Stock Award (RSU) | Grant Date | Units | Grant Date Fair Value | Vesting | Deferral Election |
|---|---|---|---|---|---|
| Annual Director RSU | May 3, 2024 | 1,592 units | $154,965 (closing price $97.34) | Vested immediately on grant | Jaska elected to defer 100% of 2024 stock award |
| Standard director stock award (program) | Annual | Dollar value target $155,000 | Determined by closing price on grant date | Immediate vesting for directors | Directors may defer all/portion of stock awards |
| Options to directors | 2024 | None | N/A | N/A | No option grants to directors in 2024 |
BWXT’s director equity grants are time-based RSUs that vest immediately; no director performance metrics are tied to the annual director equity program .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Interlocks | Compensation Committee disclosed no director interlocks or insider participation among 2024 members (includes Jaska) |
| Shared boards/conflicts | Governance Committee oversees director occupations/associations; Audit & Finance reviews transactions with entities affiliated with directors |
| Related‑party transactions | None in 2024 that met SEC threshold (> $120,000) |
Expertise & Qualifications
- Executive/Operating leadership; Financial/Strategic/M&A; Government/Nuclear/Manufacturing industry exposure; Technology/Scientific; Risk management; Governance; International; Security & IT experience (as summarized in Board expertise grid) .
- Biography emphasizes leadership of large technology and government services operations, providing external perspective on BWXT operations/customers/stakeholders .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 13,660 shares | Includes vested RSUs considered beneficial under SEC rules |
| Shares deferred (not counted as beneficial under SEC rules) | 6,925 shares | Footnote indicates 7,194 vested RSUs and dividend equivalents deferred and considered beneficial due to immediate acquisition upon service termination |
| Ownership % of shares outstanding | ~0.015% (13,660 ÷ 91,394,703) | Shares outstanding as of Mar 6, 2025: 91,394,703 |
| Ownership guidelines | Directors must hold stock equal to 5x annual cash retainer; all directors have achieved or are on track per guidelines | |
| Hedging/pledging policy | Prohibited for directors and officers |
Governance Assessment
- Board effectiveness: Jaska serves on two key committees (Audit & Finance; Compensation), signaling trust in his financial literacy and compensation oversight; Audit & Finance identified him as an “audit committee financial expert,” strengthening committee rigor .
- Independence & engagement: Independent director with 100% attendance in 2024; Board operates with independent chair and regular executive sessions, enhancing oversight quality .
- Alignment & incentives: Elected to defer 100% of cash and equity in 2024; director stock ownership guideline (5x retainer) and prohibition on hedging/pledging support long-term alignment and risk control .
- Pay structure: Director pay is balanced (cash $97.5k; equity $154.965k) with no options and immediate RSU vesting; program remained unchanged for 2024 after benchmarking, limiting pay inflation risk .
- Compensation governance: Committee uses independent consultant (Exequity) and disclosed no interlocks; pay practices include robust clawbacks for incentive plans, double-trigger CIC vesting for executives (shareholder-friendly); though CIC tax gross-ups are not provided, note this is primarily executive policy context .
- Conflicts/related party: No related‑party transactions in 2024; director occupations/associations are reviewed by Governance Committee; continue monitoring given Jaska’s external CEO role (no issues disclosed) .
- Investor signals: Strong say‑on‑pay support (99.03% at 2024 meeting) and explicit tenure limit policy (12-year) bolster investor confidence via pay discipline and board refreshment .
RED FLAGS & watch items: None disclosed for attendance, related‑party transactions, hedging/pledging, or tax gross‑ups; monitor potential conflicts given external CEO role, though BWXT reports no related‑party transactions and has policies/committee oversight in place .