John Richardson
BWX TechnologiesAbout John M. Richardson
Independent director of BWX Technologies, Inc. since 2020; age 65. Former 31st Chief of Naval Operations (CNO) and Director of the Naval Nuclear Propulsion Program, with 37 years in the U.S. Navy and command of the nuclear submarine USS Honolulu. Education: B.S. Physics (U.S. Naval Academy), M.S. Electrical Engineering (MIT/Woods Hole), M.A. National Security Strategy (National War College). Current public boards: The Boeing Company and Constellation Energy; member, National Academy of Engineering .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Navy | Chief of Naval Operations | 2015–2019 | Managed ~$160B budget; oversight of 600K personnel, 70+ installations, 290 warships, 2,000+ aircraft |
| U.S. Navy | Director, Naval Nuclear Propulsion Program | 2012–2015 | Oversight of nuclear safety and operations |
| U.S. Navy | Commanding Officer, USS Honolulu (SSN-718) | Not disclosed | Nuclear submarine command |
| U.S. Government | Naval Aide to the President of the United States | Not disclosed | National security advisory role |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| The Boeing Company | Director | Current | Public company board |
| Constellation Energy Corporation | Director | Current | Spin-off of Exelon; prior Exelon board service 2019–2022 |
| National Academy of Engineering | Member | Current | Peer recognition in engineering |
Board Governance
- Independence: Board determined Richardson is independent under NYSE standards; Board considered ordinary-course transactions and found none material .
- Committees: Audit & Finance (member); Compensation (member) .
- Attendance: Board met 5 times in 2024; each director attended 100% of Board and committee meetings; directors attended the 2024 Annual Meeting .
- Board leadership: Independent Board Chair (Jan A. Bertsch); regular executive sessions of independent directors at each regular Board meeting; no Lead Independent Director needed while Chair is independent .
- Tenure policy: 12-year director tenure limit since 2015 spin-off; expected resignation at first annual meeting after 12 years of service .
- Stockholder engagement: Ongoing program; 2024 outreach to holders of ~58% of shares; feedback reported to committees .
Fixed Compensation
Director compensation structure and Richardson’s recent grants.
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Cash Retainer ($) | $90,000 | $90,000 |
| Annual RSU Grant (#) | 2,391 RSUs (granted 5/3/2023) | 1,592 RSUs (granted 5/3/2024) |
| Grant-Date Fair Value ($) | $154,937 | $154,965 |
| Closing Price Used ($/share) | $64.80 | $97.34 |
| Total Director Compensation ($) | $244,937 | $244,965 |
Notes:
- Non-employee directors receive a $90,000 cash retainer and an annual $155,000 RSU grant; committee chair fees (Audit $25K; Comp $20K; Governance $15K) apply only to chairs; Richardson is not a chair .
- RSUs vest immediately at grant; directors may elect deferral of stock awards; Richardson deferred 100% of his 2023 and 2024 stock awards .
- No director options granted in 2024; no unvested director stock awards or unexercised options outstanding as of 12/31/2024 .
Performance Compensation
- BWXT does not use performance-based equity or bonus metrics for non-employee directors; RSUs are time-based and vest immediately upon grant .
- Executive pay-for-performance metrics described in CD&A do not apply to director compensation .
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Interlocks/Conflicts |
|---|---|---|---|
| The Boeing Company | Director | Not disclosed | None disclosed by BWXT; independence affirmed |
| Constellation Energy | Director | Not disclosed | None disclosed by BWXT; independence affirmed |
| Exelon Corporation | Director (prior) | Not disclosed | Prior service 2019–2022 |
- Compensation Committee interlocks: BWXT discloses no interlocks or insider participation among 2024 Compensation Committee members (includes Richardson) .
Expertise & Qualifications
- Board skills summary shows Richardson with deep expertise across Government/Nuclear/Manufacturing, Technology/Scientific, Risk Management, Security/IT, Governance, International; “Other current public company boards” count: 2 .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 7,695 |
| Deferred RSUs (vested, not counted as beneficial under SEC rules) | 1,768 |
| Ownership as % of Shares Outstanding | ~0.008% (7,695 / 91,394,703; shares outstanding as of 3/6/2025) |
| Vested vs. Unvested | Director RSUs vest immediately; no unvested director awards outstanding as of 12/31/2024 |
| Options (exercisable/unexercisable) | None outstanding for directors as of 12/31/2024 |
| Hedging/Pledging | Prohibited by company policy for directors |
| Ownership Guidelines | Minimum 5x annual base retainer; 5-year compliance window; all directors have achieved or are in process |
Governance Assessment
- Strengths enhancing investor confidence:
- Independence and active committee roles (Audit & Finance; Compensation) .
- 100% attendance in 2024 for Board and committees .
- Robust policies: no hedging/pledging; clawback policy (exceeds NYSE standards); double-trigger vesting on change-in-control; no excise tax gross-ups .
- Strong say-on-pay support: 99.03% in 2024; 99.2% in 2023 .
- Use of independent compensation consultant (Exequity); annual benchmarking; avoidance of oversized peers .
- Formal 12-year tenure limit and independent chair .
- Potential risks/monitoring items:
- Dual outside directorships at Boeing and Constellation Energy require ongoing conflict monitoring; BWXT board independence review found no material relationships .
- Continued compliance with ownership guidelines; Richardson defers stock awards, but RSUs vest immediately and count for guideline compliance .
Overall, Richardson’s nuclear operations leadership, government customer insight, and clean governance record (independence, full attendance, no hedging/pledging) support board effectiveness and investor confidence at BWXT .