Jan Bertsch
BWX TechnologiesAbout Jan A. Bertsch
Jan A. Bertsch, age 68, is BWXT’s Independent Board Chair and has served on the Board since 2013 (pre-spin) and continuously since the 2015 spin-off; she is independent and serves as an ex officio member of each Board committee . Her background includes senior finance roles as CFO of Owens-Illinois (2015–2019), EVP & CFO of Sigma-Aldrich (2012–2015), Principal Accounting Officer and Treasurer roles at BorgWarner (2009–2012), and prior senior treasury/IT leadership at Chrysler Group LLC; she brings 40 years of corporate finance, strategic planning, restructuring, and international experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Owens-Illinois, Inc. | Chief Financial Officer | Nov 2015 – Apr 2019 | Led Fortune 500 finance function |
| Sigma-Aldrich Corporation | EVP & CFO | Mar 2012 – Nov 2015 | Life sciences/high-tech finance leadership |
| BorgWarner, Inc. | VP, Controller & Principal Accounting Officer | Aug 2011 – Feb 2012 | Principal accounting oversight |
| BorgWarner, Inc. | VP & Treasurer | Dec 2009 – Jul 2011 | Corporate treasury leadership |
| Chrysler Group LLC/Chrysler LLC | SVP, Treasurer & Chief Information Officer | Prior to 2009 (several years) | Led treasury and CIO functions during viability planning |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Regal Rexnord Corporation | Director | Since 2019 | Public company board—industrial products |
| Axalta Coating Systems, Inc. | Director | Since 2022 | Public company board—coatings |
| Meritor, Inc. | Director | 2016 – 2022 | Prior public board experience |
Board Governance
- Independent Board Chair; Board leadership is independent and executive sessions of independent directors occur regularly at each Board meeting .
- Committee assignments: Bertsch is ex officio member of Audit & Finance, Compensation, and Governance committees; committee chairs are Niland (Audit & Finance), Burbach (Compensation), Piasecki (Governance) .
- Independence: Board determined Bertsch is independent; 90% of the Board is independent .
- Attendance: Board met 5 times in 2024; each director attended 100% of Board and relevant committee meetings; directors attend the Annual Meeting per policy .
- Tenure policy: 12-year director tenure limit from spin date (July 1, 2015) with expected resignation the first annual meeting after 12 years; majority voting with resignation policy in uncontested elections .
- Stockholder signals: Say-on-pay approval was 99.03% in 2024; 2025 agenda includes officer exculpation amendment (DGCL 102(b)(7)) .
Fixed Compensation (Director – 2024)
| Component | Amount | Details |
|---|---|---|
| Annual Cash Retainer | $90,000 | Non-employee director retainer |
| Independent Board Chair Fee | $125,000 | Additional cash retainer for Board Chair |
| Committee Chair Fees | N/A for Bertsch | Audit $25,000; Compensation $20,000; Governance $15,000 (Bertsch not chair of these) |
| Fees Earned/Paid (Total Cash) | $215,000 | Bertsch 2024 cash fees |
| Equity (RSUs grant-date value) | $154,965 | 1,592 RSUs at $97.34; director grants vest immediately on grant date |
| Options | $0 | No option awards to directors in 2024 |
| All Other Compensation | $0 | No incremental other compensation in 2024 |
Performance Compensation (Director)
| Element | Structure | Performance Metrics |
|---|---|---|
| RSUs (annual director grant) | Immediate vesting; may elect deferral | None—no performance conditions for director RSUs |
| Options | Not used for directors in 2024 | N/A |
BWXT’s performance metrics (for executives, not directors) include Operating Income and Free Cash Flow for annual incentives (95% financial, 5% safety TRIR/DART), and 3-year PSUs tied to cumulative adjusted EBITDA (40%), average ROIC (40%), and relative TSR (20%)—useful context for Board oversight of pay-for-performance alignment .
Other Directorships & Interlocks
| Company | Sector Overlap with BWXT | Potential Conflict Note |
|---|---|---|
| Regal Rexnord | Industrial products | Board reviewed ordinary-course transactions and found no material relationships affecting independence; none identified for directors . |
| Axalta Coating Systems | Coatings | No related-party transactions >$120,000 in 2024; Code of Business Conduct governs conflicts . |
| Meritor (prior) | Automotive components | Historical role; no current interlock impacts . |
Expertise & Qualifications
- Finance/Strategy/M&A; Governance and Risk Management; International experience; Technology/Scientific experience; “Other current public company boards: 2” for Bertsch per Board’s skills matrix .
- Board has robust governance practices: clawback policy, no hedging/pledging, stock ownership guidelines, no poison pill, majority voting, annual elections .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficially Owned Shares | 23,447 | Direct and certain deferred RSUs considered beneficially owned . |
| Shares Deferred | 12,914 | Deferred vested RSUs/dividend equivalents not counted as beneficial until termination of service . |
| Ownership as % of Outstanding | <1% | Company disclosure: each director individually <1% of shares outstanding . |
| Shares Outstanding (Record Date) | 91,394,703 | For context on ownership scale . |
| Stock Ownership Guideline | 5x annual base retainer | Directors must retain shares equivalent to 5x retainer; compliance monitored; directors have achieved or are in process of achieving . |
| Hedging/Pledging | Prohibited | No hedging, pledging, margin accounts, or short sales permitted . |
Governance Assessment
- Strengths: Independent Board Chair; 90% independent board; strong attendance; robust governance toolkit (tenure limit, majority voting with contingent resignation, clawbacks, no hedging/pledging); director ownership requirements enhance alignment .
- Compensation Alignment: Director pay is modest and balanced (cash + RSUs), with immediate vesting and ownership guidelines; no options or performance conditions for directors (reduces risk of short-termism) .
- Conflicts: Board and Audit & Finance Committee oversight of related-party transactions; none identified in 2024; independence affirmed with consideration of ordinary-course relationships .
- Signals: Strong say-on-pay support (99.03%); Board seeking officer exculpation aligned with market practice—monitored for shareholder views .
RED FLAGS
- No attendance or compensation anomalies noted for Bertsch; no related-party transactions; hedging/pledging prohibited—no evident red flags in 2024 disclosures .
Committee Assignments, Chair Roles, and Expertise (Director-Specific Summary)
- Role: Independent Board Chair; ex officio member on Audit & Finance, Compensation, and Governance committees .
- Expertise: Finance/Strategic/M&A; Governance; Risk; International exposure; technology/scientific experience per Board matrix .
Independence Status, Attendance, and Engagement
- Independent; 100% meeting attendance in 2024; participates in executive sessions and stockholder engagement practices overseen by Board and committees .
Director Compensation Mix and Ownership Alignment
- 2024 mix: $215,000 cash (base + chair) and $154,965 RSUs; RSUs vest immediately but subject to 5x retainer ownership guidelines; may elect deferral (Bertsch’s 2024 stock award not deferred per listed elections) .
Potential Conflicts or Related-Party Exposure
- None disclosed; Board reviews ordinary-course relationships; Code governs conflicts; no related-party transactions >$120,000 in 2024 .