Rex Geveden

About Rex Geveden

Rex D. Geveden is President, Chief Executive Officer, and Director of BWX Technologies, Inc. (BWXT). He has served as CEO since January 2017, previously COO from October 2015–December 2016, and is age 64 at the 2025 Annual Meeting. He holds both bachelor’s and master’s degrees in physics from Murray State University and previously served as Associate Administrator at NASA, overseeing technical operations across a $16B portfolio over a 17-year career. Under BWXT’s 2024 performance, revenue was $2.7B (+8% y/y), adjusted EBITDA $498.7M, EPS $3.07 GAAP/$3.33 non-GAAP, and backlog $4.8B; the proxy highlights one-, three-, and five-year TSR comparisons vs S&P 500, S&P Aerospace & Defense Select, and BWXT’s peer group median. He chairs the board of TTM Technologies, Inc. (director since 2018, chair since 2021) .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Annual Incentive (EICP) – 2024 Design and Outcomes

Key features: 95% financial (operating income 70%, free cash flow 25%), 5% safety (TRIR/DART), individual performance modifier, payouts capped at 200% .

Long-Term Incentive (LTI) – 2024 Grants and Structure

2022 PRSU Cycle Outcome (Performance Period 2022–2024): Weighted performance 150.9% (Adj. EBITDA, ROIC, rTSR), resulting in 72,283 shares earned for the CEO on a 47,901 target award .

Risk mitigation: multi-metric design, linear capped payouts, clawbacks, forfeiture provisions, emphasis on LTI over annual incentives .

Equity Ownership & Alignment

• Total beneficial ownership: 268,968 shares, including 46,374 shares underlying vested options .
• Shares outstanding at record date: 91,394,703; CEO ownership ≈ 0.294% of outstanding (268,968 / 91,394,703) .
• Outstanding equity at FY-end 2024 (market price reference $111.39):
  • Unvested RSUs: 9,772 (2022), 8,707 (2023), 9,522 (2024) .
  • Unearned PRSUs: 47,901 (2022), 40,842 (2023), 28,562 (2024) .
  • Options: 2023 options exercisable 17,577 and unexercisable 35,154 at $61.70; 2024 options unexercisable 33,660 at $100.83; closing price $111.39 used for market values .
• In-the-money value illustration at 12/31/2024:
  • 2023 exercisable options: 17,577 × ($111.39 − $61.70) ≈ $873,000; 2024 unexercisable options: economic value exists at $10.56 per share equivalent .
• Shares withheld on vesting in 2024: 24,804 for CEO .
• Ownership guidelines: CEO required to hold ≥5x base salary; directors ≥5x retainer; executives ≥3x salary; governance notes that directors and NEOs have achieved or are in process of achieving guidelines .
• Hedging/pledging prohibited; no short sales, no margin accounts .

Employment Terms

• No employment agreements for executive officers .
• Severance (Executive Severance Plan): one year of base salary; nine months COBRA-equivalent benefits; 12 months outplacement; requires release with non-compete, non-disclosure, non-disparagement, and non-solicitation covenants .
• Change-in-control (CIC): double-trigger (benefits only upon qualifying termination within 30 months for CEO); cash multiple equals 2.99× for CEO applied to base salary plus salary×target EICP%; modified cutback (no tax gross-up); accelerated vesting of ERSP and outstanding equity; prorated target EICP payment .
• Illustrative CEO potential payments table (as of 12/31/2024):
  • CIC with termination: total $26,134,512 including severance $6,589,213, EICP $1,178,750, benefits $49,012, outplacement $17,000, financial planning $12,650, RSUs $3,119,031, PRSUs $13,066,604, options $2,102,252 .

Board Governance

• Board service: Director since 2017; CEO is not independent; serves on no board committees .
• Board leadership: Independent Board Chair (Jan A. Bertsch); all committees comprised entirely of independent directors; regular executive sessions of independent directors .
• Committee chairs: Compensation (Gerhard F. Burbach), Audit & Finance (Barbara A. Niland), Governance (Nicole W. Piasecki) .
• Meeting attendance: Board met five times in 2024; each director attended 100% of board and committee meetings; all current directors attended the 2024 Annual Meeting .
• Tenure policy: 12-year director tenure limit for independent directors; majority voting with resignation policy .
• Dual-role implications: CEO also serves as director, but an Independent Board Chair provides oversight; if Chair not independent, policy calls for Lead Independent Director .

Director Compensation (as applicable to dual roles)

• Employee directors receive no compensation for board service; director compensation applies only to non-employee directors .

Compensation Peer Group and Committee Practices

• Practices: independent consultant (Exequity), benchmarking to similarly sized companies; target compensation set at approximately ±15% of median; strong clawback policy exceeding NYSE standards .
• 2024 custom peer group (19 companies) includes AAR, Barnes, Crane, Curtiss-Wright, HEICO, Hexcel, Huntington Ingalls, IDEX, ITT, Mercury Systems, Moog, Parsons, Spirit AeroSystems, Teledyne, TransDigm, Triumph Group, Woodward; peer set refreshed (Aerojet Rocketdyne and Maxar removed in late 2024) .

Say-on-Pay & Shareholder Feedback

• Say-on-Pay approval: 99.03% support at 2024 Annual Meeting .
• Ongoing engagement: outreach to holders representing ~58% of outstanding shares; ~9% requested meetings; feedback reported to committees and informs compensation design .

Expertise & Qualifications

• Technical and operational leadership in government and commercial sectors; extensive federal program experience; physics degrees; board leadership outside BWXT .

Performance & Financials Context

Annual financials:

Quarterly financials:

Values retrieved from S&P Global. Cells marked with * have no document citation.

Equity Award Activity

• Stock vested value realized (2024): 56,037 shares; $5,008,537; shares withheld for taxes: 24,804 .
• Timing: Annual equity grants generally effective two business days after filing the 10-K; blackout-period grants effective two business days after subsequent 10-Q; options strike equals NYSE close on grant date .

Risk Indicators & Red Flags

• No hedging/pledging permitted; double-trigger CIC vesting; no excise tax gross-ups; no employment agreements; capped incentives and multi-metric design mitigate excessive risk-taking .
• Retirement provisions: CEO has met retirement provisions for applicable awards beyond first anniversary; increases flexibility for vesting continuity on retirement (consider vesting cadence and potential liquidity events) .

Investment Implications

• Pay-for-performance alignment is robust: 60% of LTI in PRSUs tied to adjusted EBITDA, ROIC, and relative TSR; 2022–2024 PRSU cycle paid at 150.9% on strong multi-year performance, signaling execution strength and shareholder alignment .
• Retention risk appears contained: absence of employment agreements offset by competitive severance and CIC protection (2.99× CEO, double-trigger), plus stringent stock ownership requirements; retirement eligibility introduces potential timing flexibility but no pledging/hedging allowed, reducing misalignment risks .
• Insider selling pressure: policy constraints (no hedging/pledging; ownership guidelines) and vesting schedules suggest orderly liquidity; 2024 vesting and tax withholding activity observable, but no pledging flags .
• Governance quality: independent chair, fully independent committees, 100% meeting attendance, strong say-on-pay support (99.03%) and active shareholder engagement — supportive for confidence in compensation oversight and strategic execution .
• Performance backdrop: 2024 revenue growth (+8%) and backlog strength ($4.8B) underpin incentive achievements; ongoing program mix (operating income, FCF, safety; EBITDA/ROIC/rTSR) suggests continued focus on cash generation and capital efficiency, favorable for equity holders if targets remain rigorous .