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Mike Fitzgerald

Senior Vice President, Chief Financial Officer and Chief Accounting Officer at BWX TechnologiesBWX Technologies
Executive

About Mike T. Fitzgerald

BWX Technologies appointed Michael T. (Mike) Fitzgerald interim Senior Vice President and Chief Financial Officer effective May 12, 2025; he was subsequently appointed Senior Vice President, Chief Financial Officer and Chief Accounting Officer on July 30, 2025 . He is 41 years old, previously serving as Vice President, Finance and Chief Accounting Officer since late 2021, with prior roles leading the Aerospace & Defense practice at MorganFranklin Consulting and as an Audit Senior Manager at Deloitte; his BWXT internal leadership was recognized with a 2024 Northern Virginia Technology Council “rising star” award . BWXT’s executive incentive program heavily weights performance (annual plan: 70% operating income, 25% free cash flow, 5% safety; long‑term: 60% PRSUs tied to 40% cumulative adjusted EBITDA, 40% average ROIC, 20% relative TSR) aligning the CFO’s pay with operating results and capital efficiency . Recent operating trends during 2024–2025 show growing revenue and EBITDA (see Operating Performance Snapshot below) supporting BWXT’s performance-based pay design .

Past Roles

OrganizationRoleYearsStrategic impact
BWX TechnologiesSVP, CFO & CAOJul 30, 2025–presentOversight of finance and accounting; officer signatory on financing/guarantee documents
BWX TechnologiesInterim SVP & CFOMay 12, 2025–Jul 30, 2025Led CFO transition and supported growth and operational excellence priorities
BWX TechnologiesVP, Finance & Chief Accounting OfficerSince Sep/Oct 2021Oversaw day‑to‑day financial operations and external reporting
MorganFranklin ConsultingManaging Director; led Aerospace & Defense practice2018–2021Led A&D practice in technical accounting/financial reporting prior to joining BWXT
Deloitte & Touche LLPAudit Senior Manager2012–2018Audit leadership in accounting and controls, foundation for CFO technical rigor

External Roles

No public company directorships or committee roles were disclosed in BWXT’s filings reviewed for the CFO appointment and background .

Fixed Compensation

ComponentStructure
Base salary (on appointment as interim CFO)Increased 27% vs prior role base salary
Target annual bonus (EICP)55% of base salary
Long‑term incentive (LTI) target100% increase to the annual equity target in 2026 (or as set by the Compensation Committee)

Performance Compensation

Annual Incentive (EICP) – 2025 design aligned to 2024 program

MetricWeightingTargetActualPayout mechanicsVesting/Timing
Operating Income70%Company‑set; thresholds/targets set annuallyNot yet disclosedLinear formula; 0–200% of target; no payout unless threshold OI is achievedPaid annually after year‑end under EICP
Free Cash Flow25%Company‑set; thresholds/targets set annuallyNot yet disclosedLinear formula; combined with OI and safety for total multiplier (cap 200%)Paid annually after year‑end under EICP
Safety (TRIR/DART)5%Company‑set safety targetsNot yet disclosed2.5% TRIR + 2.5% DART contribute to multiplierPaid annually after year‑end under EICP

Long‑Term Incentive (equity) – structure and vesting

Award typeWeightingPerformance metric(s)Performance windowPayout rangeVesting
Performance RSUs (PRSUs)60%40% cumulative adjusted EBITDA; 40% average ROIC; 20% relative TSR3‑year50% (threshold) – 200% (max) of target; 0% if below all thresholds3‑year cliff vest at end of performance period; shares withheld to cover taxes on vest
Time‑based RSUs20%N/AN/AN/ARatable over 3 years
Non‑qualified stock options20%N/AN/AN/ARatable over 3 years; exercise price = NYSE close on grant date

Equity Ownership & Alignment

Policy/PracticeDetail
Stock ownership guidelinesExecutives subject to ownership requirements: CEO = 5x salary; other Named Executives = 3x salary; executives/directors have 5 years to comply; sales restricted until guideline is met (except for tax/option exercise needs)
Hedging/pledgingProhibited for all directors, officers, and employees (no puts/calls, zero‑cost collars, margin/pledge, or short sales)
Rule 10b5‑1 trading plansPermitted for diversification and option exercises, with policy controls
ClawbackPolicy complies with and exceeds NYSE standards; recoupment required for restatements and for certain misconduct; awards may be terminated for specified bad acts

Employment Terms

TopicTerms
Employment agreementBWXT discloses “No employment agreements for our Executive Officers”
Executive Severance Plan (involuntary, not for cause)Lump‑sum equal to 1x base salary; 9 months COBRA continuation cost; 12 months outplacement; subject to executed release with non‑compete, non‑disparagement, non‑solicit and confidentiality covenants
Change‑in‑Control (CIC) cash severance“Double trigger” (CIC + qualifying termination within 24 months) cash benefit equal to 2x (CEO 2.99x) the sum of: (1) base salary and (2) base salary × target EICP %; no excise tax gross‑ups; modified cutback to avoid excise tax if beneficial
Equity treatment (CIC/death/disability)Unvested RSUs, PRSUs (at target), and options vest upon CIC, death, or disability; specific retirement and termination provisions apply per award agreements
CIC program mechanicsCIC also provides prorated target EICP and health benefit cash payment under double‑trigger; definitions of CIC and “good reason” are specified; no single‑trigger equity vesting
Governance featuresIndependent compensation consultant; strong pay‑for‑performance emphasis; no hedging/pledging; no CIC tax gross‑ups

Performance & Track Record

Operating performance snapshot (last four quarters)

MetricQ4 2024Q1 2025Q2 2025Q3 2025
Revenue (USD)$746,267,000 $682,258,000 $764,039,000 $866,286,000
EBITDA (USD)$94,218,000*$101,215,000*$113,160,000*$123,007,000*

*Values retrieved from S&P Global.

Additional execution signals:

  • Officer signatory capacity on financing documents evidences CFO role in capital structure and subsidiary guarantees .
  • Company asserts pay design changes to emphasize free cash flow in annual plan and maintain three‑metric PRSU framework, aligning with shareholder value creation drivers (EBITDA growth, ROIC, and relative TSR) .

Investment Implications

  • Alignment: Fitzgerald’s pay is highly performance‑weighted (annual: OI/FCF/safety; long‑term: EBITDA/ROIC/TSR), supporting tight linkage between compensation and operating/capital efficiency outcomes; annual and PRSU payouts are linearly scaled and capped at 200% .
  • Governance: Shareholder‑friendly features include double‑trigger CIC, no excise tax gross‑ups, robust clawbacks, and a prohibition on hedging/pledging; ownership guidelines restrict sales until requirements are met, reducing misalignment risk .
  • Retention vs. supply: CFO appointment terms raise base (27%) and set a 55% bonus target with a 2026 LTI target increase, improving retention; equity settlement practices with tax share‑withholding may modestly add to periodic share supply around vesting, but broader hedging/pledging bans mitigate adverse trading behaviors .
  • Execution: Recent revenue and EBITDA trends are positive across 2024–2025; Fitzgerald’s technical accounting and audit background plus demonstrated officer responsibilities in financing documents support execution quality in controllership and capital markets interfaces .