Mike Fitzgerald
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
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BWX Technologies | SVP, CFO & CAO | Jul 30, 2025–present | Oversight of finance and accounting; officer signatory on financing/guarantee documents |
| BWX Technologies | Interim SVP & CFO | May 12, 2025–Jul 30, 2025 | Led CFO transition and supported growth and operational excellence priorities |
| BWX Technologies | VP, Finance & Chief Accounting Officer | Since Sep/Oct 2021 | Oversaw day‑to‑day financial operations and external reporting |
| MorganFranklin Consulting | Managing Director; led Aerospace & Defense practice | 2018–2021 | Led A&D practice in technical accounting/financial reporting prior to joining BWXT |
| Deloitte & Touche LLP | Audit Senior Manager | 2012–2018 | Audit 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
| Component | Structure |
|---|---|
| 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) target | 100% 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
| Metric | Weighting | Target | Actual | Payout mechanics | Vesting/Timing |
|---|---|---|---|---|---|
| Operating Income | 70% | Company‑set; thresholds/targets set annually | Not yet disclosed | Linear formula; 0–200% of target; no payout unless threshold OI is achieved | Paid annually after year‑end under EICP |
| Free Cash Flow | 25% | Company‑set; thresholds/targets set annually | Not yet disclosed | Linear 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 targets | Not yet disclosed | 2.5% TRIR + 2.5% DART contribute to multiplier | Paid annually after year‑end under EICP |
Long‑Term Incentive (equity) – structure and vesting
| Award type | Weighting | Performance metric(s) | Performance window | Payout range | Vesting |
|---|---|---|---|---|---|
| Performance RSUs (PRSUs) | 60% | 40% cumulative adjusted EBITDA; 40% average ROIC; 20% relative TSR | 3‑year | 50% (threshold) – 200% (max) of target; 0% if below all thresholds | 3‑year cliff vest at end of performance period; shares withheld to cover taxes on vest |
| Time‑based RSUs | 20% | N/A | N/A | N/A | Ratable over 3 years |
| Non‑qualified stock options | 20% | N/A | N/A | N/A | Ratable over 3 years; exercise price = NYSE close on grant date |
Equity Ownership & Alignment
| Policy/Practice | Detail |
|---|---|
| Stock ownership guidelines | Executives 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/pledging | Prohibited for all directors, officers, and employees (no puts/calls, zero‑cost collars, margin/pledge, or short sales) |
| Rule 10b5‑1 trading plans | Permitted for diversification and option exercises, with policy controls |
| Clawback | Policy complies with and exceeds NYSE standards; recoupment required for restatements and for certain misconduct; awards may be terminated for specified bad acts |
Employment Terms
| Topic | Terms |
|---|---|
| Employment agreement | BWXT 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 mechanics | CIC 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 features | Independent compensation consultant; strong pay‑for‑performance emphasis; no hedging/pledging; no CIC tax gross‑ups |
Performance & Track Record
Operating performance snapshot (last four quarters)
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 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 .