Nicole Piasecki
BWX TechnologiesAbout Nicole W. Piasecki
Independent director at BWX Technologies (BWXT); age 62; joined the BWXT Board in 2024 and serves as Chair of the Governance Committee. She spent 25 years at Boeing in senior leadership roles including Vice President and General Manager of the Propulsion Systems Division for Boeing Commercial Airplanes. Education: B.S. in Mechanical Engineering (Yale) and MBA (Wharton). Current public company directorships include BAE Systems PLC and Weyerhaeuser Company; prior board service at Howmet Aerospace (2020–2023). She is also a senior advisor to Mitsubishi Heavy Industries and a director of The Stimson Center. The Board determined she is independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Boeing Company | Vice President & General Manager, Propulsion Systems Division (Boeing Commercial Airplanes); other senior leadership roles | ~25 years | Led propulsion business; deep aerospace engineering/operations experience |
| Howmet Aerospace Inc. | Director | 2020–2023 | Board oversight; aerospace materials exposure |
External Roles
| Organization | Role | Tenure | Summary |
|---|---|---|---|
| BAE Systems PLC | Director | Current | Major defense contractor; potential industry interlock awareness needed |
| Weyerhaeuser Company | Director | Current | Forest products/REIT; non-defense exposure |
| Mitsubishi Heavy Industries | Senior Advisor | Current | Global industrial/defense advisor role |
| The Stimson Center | Director | Current | Non-profit policy institute; governance/public policy expertise |
Board Governance
- Committee chair/assignments: Chair, Governance Committee (committee members: Piasecki (Chair), Krieg, Melvin, Niland); 7 meetings in 2024; 100% independence on the committee.
- Governance Committee remit: director qualifications and nominations; oversight of corporate responsibility; Board/CEO evaluations (with Compensation); orientation/education; monitoring governance/cybersecurity/AI/export controls; quarterly briefings on CSR/cyber.
- Board attendance: Board met 5 times in 2024; each director attended 100% of Board and committee meetings during their service period; all current directors attended the 2024 Annual Meeting.
- Independence: Board determined Piasecki (and 90% of directors overall) are independent.
- Board structure and practices: Independent Board Chair (Jan A. Bertsch); majority voting with resignation policy; regular executive sessions; 12-year tenure limit; no poison pill; no dual-class stock; clawback policy; no hedging/pledging; robust stock ownership guidelines.
Fixed Compensation (Director Pay – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard non-employee director retainer |
| Governance Committee Chair fee | $15,000 | Chair premium |
| Fees earned (cash) – Piasecki | $105,000 | Includes pro rata retainer upon Jan 2024 appointment |
| Meeting fees | None disclosed | Not part of program |
- Deferred cash: Jaska, Krieg, Melvin, Nardelli deferred 100% of cash retainers; no cash deferral disclosed for Piasecki.
Performance Compensation (Director Equity – 2024)
| Component | Amount/Units | Terms |
|---|---|---|
| Annual RSU grant (all directors) | 1,592 RSUs; grant-date fair value $154,965 | Granted May 3, 2024; immediate vesting; price $97.34/share |
| Piasecki stock awards total | $206,571 | Includes pro rata equity grant at Jan 2024 appointment + annual award |
| Options to directors | None granted in 2024 | No director options outstanding |
| Deferral election (Piasecki) | 100% of 2024 stock awards deferred | Permitted under the plan |
Performance metrics tied to director compensation: None disclosed (director equity is time-based RSUs; immediate vesting, not performance-conditioned).
Other Directorships & Interlocks
| Company | Sector | Relationship to BWXT | Potential Interlock Notes |
|---|---|---|---|
| BAE Systems PLC | Defense/Aerospace | Industry overlap with BWXT’s defense customer base | Board considered ordinary-course transactions of directors’ affiliations; none material with BWXT. No related-party transactions > $120,000 in 2024. Director Conflict of Interest Policy in place. |
| Weyerhaeuser Company | Forest products/REIT | None evident | Outside BWXT’s core sectors; standard independence safeguards apply |
Expertise & Qualifications
- Board skills: Executive/operating; government/nuclear/manufacturing; technology/scientific; risk management; aerospace industry; safety/environmental; governance; international experience.
- Education: Yale (B.S. Mechanical Engineering); Wharton (MBA).
- Public company board experience: Two current public boards; prior Howmet Aerospace.
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned (Piasecki) | 762 (vested RSUs and accrued dividend equivalents considered beneficial under SEC rules) |
| Shares deferred (not beneficial under SEC rules) | 1,524 |
| Ownership as % of outstanding | <1% |
| Director stock ownership guideline | 5x annual cash retainer; must retain; 5-year compliance window; Governance Committee oversight; all directors have achieved or are in process. |
| Hedging/pledging policy | Prohibited for directors/officers/employees. |
Governance Assessment
- Strengths: Independent director; Governance Committee Chair overseeing CSR, cybersecurity and AI risk; 100% meeting attendance in 2024; strong company-level governance (majority voting, tenure limits, clawbacks, no hedging/pledging); robust director ownership requirements; Say-on-Pay approval was 99.03% at 2024 meeting, signaling investor support.
- Alignment & incentives: Mix of cash retainer and equity RSUs with immediate vesting; mandatory ownership guidelines (5x retainer) and deferral flexibility; Piasecki deferred 100% of 2024 stock awards, increasing long-term alignment.
- Conflicts/related parties: Board independence reaffirmed; ordinary-course affiliations reviewed with no material relationships; no related-party transactions >$120,000 in 2024; formal Director Conflict of Interest Policy.
- Red flags: Multiple external defense affiliations (e.g., BAE Systems) warrant continuing oversight for procurement/process interlocks, though the Board’s independence and conflict review mitigations are in place; overboarding controls exist and Piasecki currently serves on two public boards.
Implications: As Governance Chair with aerospace/defense depth and full attendance, Piasecki is a positive signal for board oversight quality and emerging risk governance (cyber/AI). The equity deferral choice and ownership rules strengthen alignment; no material conflicts disclosed reduces investor risk. Monitor external board workload and any evolving commercial ties with BAE or other defense entities for potential interlocks, but BWXT’s policies/practices currently mitigate these risks.