Joseph Miller

About Joseph Miller

Joseph K. Miller is President, Government Operations at BWX Technologies, appointed June 16, 2025; previously President of BWXT Advanced Technologies since 2021. He joined BWXT in 2011 and progressed through engineering, program management (2017), and general management (2020) roles, with prior industry experience at Newport News Shipbuilding and Samsung Austin Semiconductor and service in the U.S. Navy onboard USS Norfolk (SSN 714). He holds a master’s in radiation health physics (Oregon State University) and a bachelor’s in nuclear engineering (Thomas Edison State College), and under his leadership BWXT Advanced Technologies achieved 10x program content growth and contracted two federally funded first-of-a-kind prototype microreactor programs. Company performance metrics used for executive incentives emphasize operating income, free cash flow, safety, adjusted EBITDA, ROIC, and relative TSR; 2024 results achieved $419.3m operating income and $269.4m free cash flow against targets.

Past Roles

External Roles

Performance Compensation

BWXT’s executive incentive architecture (applies to executive officers, with specific targets by role) emphasizes pay-for-performance and multi-metric rigor:

• Annual Incentive (EICP) structure for 2024: 70% Operating Income, 25% Free Cash Flow, 5% Safety (TRIR/DART); payouts 0–200% of target with an individual performance modifier, no payout unless threshold operating income achieved.
• Long-Term Incentives (2024 grants): 60% performance RSUs (3-year cliff) on 40% cumulative adjusted EBITDA, 40% average ROIC, 20% relative TSR; 20% time-based RSUs (3-year ratable); 20% non-qualified stock options (3-year ratable).

2024 EICP Financial and Safety Goals and Actuals:

Design notes: Maximum PSU and annual incentive payouts capped at 200%; clawback and forfeiture provisions apply; hedging/pledging prohibited.

Equity Ownership & Alignment

• Hedging/pledging prohibited for all directors, officers, and employees; stock ownership guidelines require 5x salary for CEO and 3x salary for other Named Executives; executives have five years to reach guideline; no sales permitted until guideline met unless for tax withholding or option exercise price. Policy-level disclosure; Joseph Miller’s individual compliance status not disclosed.
• Clawback policy exceeds NYSE standards; recovery of incentive-based compensation for restatements, and forfeiture/termination for specified bad acts.

Beneficial/Common Shares (as of 06/16/2025):

• Common stock directly held: 3,870 shares.
• Shares outstanding: 91,426,744; Joseph Miller’s ownership ≈0.004% of outstanding (3,870 ÷ 91,426,744).

Outstanding RSUs and Options (vesting schedules and terms):

Notes:

• Form 3 event date: 06/16/2025 (appointment to officer role); Form 4 grant date: 07/01/2025; both identify title “Pres., Government Operations.”
• Vesting schedules indicate multi-year alignment and create routine vest windows that can coincide with insider trading windows; hedging/pledging is prohibited per policy.

Employment Terms

• Severance Plan (Executive Severance Plan): For eligible executives involuntarily terminated not for cause, lump-sum payment equal to one year base salary; nine months of COBRA continuation cost; 12 months of outplacement; subject to execution of a release and restrictive covenants (non-compete, non-disclosure, non-disparagement, non-solicitation).
• Change-in-Control (CIC) Agreements: Double-trigger cash benefits only upon qualified termination within 30 months following a CIC; no excise tax gross-ups; modified cutback to avoid excise tax if beneficial; BWXT’s 2020 Plan provides double-trigger vesting of stock awards upon CIC. For executives other than the CEO, cash payment equals 2x base salary plus base salary times target EICP percentage; CEO is 2.99x. If Mr. Miller is party to a CIC agreement, terms would be consistent with these company practices.
• EICP payout on CIC termination: Prorated target EICP for the year of termination and prior year’s unpaid EICP; benefit payments equal three times annual cost of medical/dental/vision; 12 months employer-paid outplacement; and accelerated vesting per plan.
• Clawbacks and Forfeiture: Recovery of incentive compensation for restatements regardless of fault (3-year lookback); stock awards can be terminated for specified misconduct.
• Hedging/Pledging: Prohibited; no holding company securities in margin accounts or engaging in short sales.
• No employment agreements with executive officers as a general practice (policy-level disclosure).

Investment Implications

• Strong pay-for-performance architecture: High weighting on operating income and free cash flow in annual incentives, with multi-year PSU metrics (adjusted EBITDA, ROIC, relative TSR) supports alignment with shareholder value creation; 2024 financial outperformance drove above-target multipliers, indicating robust program calibration.
• Retention risk appears mitigated: Significant unvested RSUs and multi-year option schedules through 2033–2035 create ongoing retention hooks; hedging/pledging ban reduces misalignment risk; double-trigger CIC and no tax gross-ups reflect shareholder-friendly governance.
• Execution track record: Demonstrated ability to scale and commercialize advanced nuclear technologies (10x growth; microreactor prototypes) should be supportive for Government Operations performance, particularly amid Navy program acceleration; program achievements can be directly tied to incentive metrics emphasizing profitability and asset utilization (EBITDA/ROIC).
• Governance support: Say-on-pay approval of 99.03% in 2024 suggests broad investor endorsement of compensation design; clawback and anti-hedging policies further strengthen alignment.

Outstanding data gaps: Miller’s individual base salary, target bonus %, and specific CIC/severance eligibility terms were not disclosed in available filings; conclusions above rely on company-wide policy disclosures and his insider filings indicating executive officer status.