Kate Kelly

About Kate Kelly

Katherine (Kate) Haggerty Kelly is President of BWXT Advanced Technologies, appointed June 16, 2025, after serving as Director for Space & Emerging Programs since 2022; she joined BWXT in 2012, holding roles across program management, quality, and operational excellence, and previously served as advanced nuclear systems program manager. She holds a B.S. in Chemical Engineering from the University of Notre Dame and carries Lean Six Sigma Black Belt and PMP certifications; she has been recognized with the Women in Aerospace Initiative–Inspiration–Impact Award for contributions to space nuclear programs . Under her remit, BWXT announced key milestones in 2025 including commencing Pele microreactor core fabrication and expanding TRISO fuel manufacturing capabilities, highlighting execution in microreactors and advanced fuel technologies . For context on company performance and incentive levers, BWXT delivered 2024 revenue of $2.7B (+8% YoY), net income of $282.3M, adjusted EBITDA of $498.6M, GAAP EPS of $3.07 and non-GAAP EPS of $3.33, with 2024 TSR value rising to $191.93 per $100 invested, which informs pay-for-performance calibration and long-term incentive value realization .

Past Roles

External Roles

Fixed Compensation

• Not disclosed in 2025 proxy (Kate Kelly was not a Named Executive Officer (NEO) for 2024; NEOs listed were CEO, CFO, and three other executives) .

Performance Compensation

• BWXT’s 2024 NEO annual incentive (EICP) design (context for executive incentive architecture):

  • 95% financial (70% Operating Income; 25% Free Cash Flow) + 5% safety (TRIR/DART); payouts 0–200% with individual performance modifier; no payout if threshold operating income not achieved .

• 2024 EICP financial goals and outcomes (company-level): | Metric (weight) | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | |---|---:|---:|---:|---:| | Operating Income (70%) | $347.4M | $408.7M | $470.0M | $419.3M | | Free Cash Flow (25%) | $212.7M | $250.3M | $287.8M | $269.4M | | Safety: TRIR (2.5%) | 0.83 | 0.66 | 0.55 | 0.56 | | Safety: DART (2.5%) | 0.36 | 0.29 | 0.24 | 0.27 | | Notes | Financial multiplier ~128.1% for NEOs (128.0% for Gov’t Ops President); individual modifiers applied by committee | | | |

• Long-term incentives (LTI) program structure for 2024 NEOs (indicative of executive alignment):

  • 60% Performance RSUs (PRSUs): 3-year cliff vest; metrics are 40% cumulative adjusted EBITDA, 40% average ROIC, 20% relative TSR vs S&P A&D Select; vest 0–200% with linear interpolation .
  • 20% Time-based RSUs: vest ratably 1/3 per year beginning first anniversary .
  • 20% Non-qualified stock options: 10-year term, exercise price at grant close, vest 1/3 per year beginning first anniversary .

• Award timing and valuation reference (for granting cadence/trading windows analysis):

  • Annual grants approved in February, typically effective second business day after Form 10-K filing; options priced at grant date close; 2024 grants on Feb 29, 2024 (common grant date across NEOs) .

Note: Company discloses incentive design and outcomes for NEOs; no award detail for Kate Kelly is disclosed in the 2025 proxy. The NEO framework signals the metrics and vesting constructs BWXT uses to drive executive performance alignment .

Equity Ownership & Alignment

• Stock ownership and trading policies:

  • Robust stock ownership guidelines (Directors 5x retainer; CEO 5x salary; Other NEOs 3x salary); 5 years to achieve; no selling permitted until guideline met (except tax/option exercise needs); compliance reviewed annually .
  • No hedging or pledging permitted for executive officers and directors .
  • Award timing practices avoid MNPI considerations beyond the set calendar; blackout handling specified .

• Beneficial ownership disclosure:

  • As of March 6, 2025, each director and executive officer individually owned less than 1% of shares outstanding; detailed table lists NEOs and directors (Kate Kelly not listed among NEOs for that period) .

• Vesting cadence and potential selling pressure indicators (plan-level):

  • Time-based RSUs and options generally vest in equal thirds on/around late-February anniversaries; PRSUs cliff-vest 3 years post-grant if goals met. These dates often coincide with required share withholding for taxes upon vest—creating mechanical transactions rather than discretionary selling .

Employment Terms

• Employment agreements: BWXT states “No Employment Agreements for our Executive Officers” as a governance practice .
• Executive Severance Plan (for eligible executives, including NEOs):
  • Involuntary termination not for cause: lump-sum 1x base salary, nine months COBRA-equivalent benefits, and 12 months outplacement; benefits contingent on a general release and restrictive covenants (non-compete, non-disclosure, non-disparagement, non-solicitation) .
• Change-in-control (CIC) framework (NEOs):
  • Double-trigger: cash payment equal to 2.0x (CEO 2.99x) base salary plus base salary multiplied by target EICP%; accelerated vesting of equity at target for PRSUs upon qualified termination; prorated target EICP; cash health benefits; no excise tax gross-ups; modified cutback to optimize after-tax outcome .
  • Incentive plan equity acceleration on death, disability, or CIC; ratable vesting continuation in certain retirement cases after first anniversary .

Performance & Track Record

Compensation Structure Analysis (Program-level signals)

• Shift to free cash flow in 2024 annual plan (25% weight) increases cash discipline focus; safety (TRIR/DART) included (5%) to reinforce operating rigor .
• LTI balance moved to performance-heavy mix (60% PRSUs; options retained at 20%) to strengthen TSR-aligned upside with multi-year operating targets; options reinforce share-price sensitivity without guaranteed value .
• Clawback policy exceeds NYSE standards; pay program responsive to shareholder feedback; no hedging/pledging/tax gross-ups and double-trigger CIC vesting—favorable governance profile reducing external overhang risks .
• Say-on-Pay: 99% support at 2024 meeting signals low pay controversy and limited governance risk premium .

Investment Implications

• Management execution and growth optionality: Kelly’s technical and program leadership across microreactors and TRISO manufacturing supports BWXT’s advanced technologies growth vector, which management has highlighted with tangible 2025 milestones (Pele core manufacturing start; TRISO capacity expansion) . This enhances line-of-sight to hitting LTI performance metrics (adjusted EBITDA/ROIC) underpinning incentive realization .
• Alignment and retention: While Kate Kelly’s individual compensation is not disclosed, BWXT’s executive framework emphasizes multi-year, performance-based equity (3-year PRSU cliffs; options/RSUs with 3-year ratable vesting), robust ownership requirements, and a no-hedge/pledge policy—collectively supporting alignment and reducing perverse incentives. Severance/CIC terms (double-trigger, no gross-ups) are market-consistent and, for NEOs, balance retention with shareholder protections .
• Trading signals: Award timing (February following 10-K) and ratable vesting around late February create predictable windows for tax-related share withholding and potential ancillary insider activity; these tend to be mechanical rather than discretionary sales, reducing the signal value of small prints around vest dates .
• Governance and shareholder stance: Strong Say-on-Pay support (99%) and explicit pay-for-performance design reduce the likelihood of near-term compensation-driven shareholder friction or activism related to executive pay .

References

• Appointment and background:
• 2025 milestones (Pele/TRISO):
• 2024 performance (rev, NI, adj. EBITDA, EPS, backlog):
• 2024 TSR value:
• EICP design, goals, actuals, payout mechanics:
• LTI structure, vesting, grant timing:
• Severance/CIC and related provisions:
• Ownership policies and restrictions:
• Say-on-Pay support: