Leland Melvin
BWX TechnologiesAbout Leland D. Melvin
Leland D. Melvin (age 61) is an independent director of BWX Technologies, Inc., serving since 2019. He is a former NASA astronaut and associate administrator for education, with 24 years at NASA; he holds a B.S. in chemistry (University of Richmond) and an M.S. in materials science engineering (University of Virginia) . He currently serves on BWXT’s Governance Committee and has been affirmatively determined to be independent by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NASA | Astronaut; Research Scientist | 24-year career (dates not disclosed) | Technical expertise in space exploration, operations exposure supporting ISS |
| NASA | Associate Administrator for Education | “Over four years” (dates not disclosed) | Co-chaired White House Federal Coordination in STEM Education Task Force |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Star Harbor Space Training Academy | Director | Not disclosed | Immersive space training academy |
| University of Richmond | Trustee Emeritus | Not disclosed | Alumni governance role |
Board Governance
- Committee assignments: Governance Committee member (2024 membership: Chair Nicole Piasecki; members Ken Krieg, Leland Melvin, Barbara Niland; 7 meetings) .
- Former committee service: Listed as a former member of the Compensation Committee in 2024 (committee interlocks section) .
- Chair roles: None disclosed for Melvin .
- Independence: Board determined Melvin is independent under NYSE standards .
- Attendance: Board met 5 times in 2024; each director attended 100% of Board and committee meetings during their service; all current directors at the time attended the 2024 Annual Meeting .
- Board leadership: Independent Board Chair (Jan A. Bertsch); regular executive sessions of independent directors .
- Tenure policy: 12-year director tenure limit for independent directors; majority voting with resignation policy .
- Risk oversight & CSR: Governance Committee oversees corporate responsibility, human capital, cybersecurity, AI, export controls; quarterly briefings on governance/cyber risks .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Detail | Amount/Terms |
|---|---|---|
| Annual cash retainer | Non-employee director retainer | $90,000 |
| Chair fees | Not applicable (no chair role) | — |
| Equity grant (RSUs) | Annual RSU grant (May 3, 2024): 1,592 units; grant-date value $154,965; price $97.34; vested immediately | $154,965; 1,592 RSUs; $97.34 close; vest on grant |
| Meeting fees | None disclosed | — |
| Deferrals (cash) | Elected to defer 100% of cash retainer into SERP | 100% deferred |
| Deferrals (equity) | Elected to defer 100% of 2024 stock award | 100% deferred |
| Other | Travel/spousal reimbursement policy (no incremental 2024 cost) | Policy disclosed; $0 in 2024 |
- Director pay program: Cash retainer $90,000; standard stock award $155,000; no changes to director compensation in 2024 .
- Stock ownership guidelines for directors: 5x annual base retainer; directors must retain until guideline met ; governance states all directors have achieved or are in process of achieving minimums .
Performance Compensation (Directors)
| Performance Element | Status | Notes |
|---|---|---|
| Performance-based pay for directors | None | Annual director equity grants are time-based RSUs that vest immediately; no option awards to directors in 2024 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (skills matrix shows “–” for Melvin) |
| Prior public company boards | Not disclosed for Melvin in proxy |
| Committee interlocks | Company discloses no compensation committee interlocks or insider participation issues in 2024; Melvin noted as former member during 2024; no interlocks identified |
Expertise & Qualifications
- Technology/scientific expertise, aerospace industry exposure, safety/environmental, and risk management experience (board skills matrix) .
- Education: B.S. chemistry (University of Richmond); M.S. materials science engineering (University of Virginia) .
- Background aligns with BWXT’s space propulsion and related programs; provides external perspective from NASA operations and stakeholder environment .
Equity Ownership (as of March 6, 2025)
| Metric | Detail |
|---|---|
| Shares beneficially owned | 8,737 (includes deferred vested RSUs per SEC rules) |
| Included deferred vested RSUs | 1,692 vested RSUs (and accrued dividend equivalents) elected to defer; considered beneficially owned (deliverable upon termination) |
| Shares deferred (not counted as beneficial under SEC rules) | — (none shown in “Shares Deferred” column) |
| Ownership as % of shares outstanding | ~0.0096% (8,737 / 91,394,703) |
| Pledging/hedging | Company prohibits hedging, pledging, short sales for directors/officers |
| Stock ownership guidelines | 5x annual retainer; all directors have achieved or are in process of achieving requirements |
Director Compensation (2024 actual per proxy table)
| Item | Amount |
|---|---|
| Fees earned or paid in cash | $90,000 |
| Stock awards (grant-date fair value) | $154,965 |
| All other compensation | $0 |
| Total | $244,965 |
Related Party Transactions and Conflicts
- Independence determination considered ordinary course transactions with entities associated with directors; none deemed material; Melvin is independent .
- Company policies: Director Conflict of Interest Policy; no hedging/pledging; robust ownership guidelines; clawback policy exceeding NYSE standards .
Say-on-Pay & Shareholder Feedback (Governance context)
- 2024 say-on-pay support: 99.03% of votes cast in favor .
- Ongoing shareholder engagement informs governance and compensation decisions .
Governance Assessment
- Strengths: Independent director with deep aerospace/science background; 100% attendance at Board/committee meetings; Governance Committee member overseeing CSR/cyber/AI; no material related-party issues identified; strong alignment mechanisms (equity, deferrals, 5x ownership guideline; no hedging/pledging) .
- Alignment signals: Elected to defer 100% of 2024 cash retainer and stock award; holds 8,737 beneficial shares including deferred vested RSUs; equity-based compensation component in director mix .
- Potential watch items: Absolute share count is modest relative to shares outstanding (~0.0096%), though directors must meet 5x retainer ownership guidelines and deferrals suggest continued accumulation .
- Tenure/refreshment: Board maintains a 12-year tenure limit and majority voting with resignation policy, supporting refreshment and accountability .