Robert Duffy
BWX TechnologiesAbout Robert Duffy
Robert L. Duffy, age 57, has served as Senior Vice President and Chief Administrative Officer at BWX Technologies since August 2022, with 2 years of tenure as of the 2025 proxy filing . He holds a master’s degree in management and technology from Rensselaer Polytechnic Institute and a bachelor’s degree in human resources management from Muhlenberg College . Company performance under 2024 annual incentives exceeded targets on consolidated operating income ($419.3M actual vs $408.7M target) and free cash flow ($269.4M actual vs $250.3M target), with a 128.1% financial multiplier, while safety metrics TRIR/DART were better than targets; Duffy’s individual performance adjustment was 110% and his actual 2024 EICP payout was $402,000 . Long-term performance awards vest on three-year metrics: cumulative adjusted EBITDA (40%), average ROIC (40%), and relative TSR (20%) with threshold/target/max set at 90% of EBITDA target / 11.4% ROIC / 50th percentile TSR and maxima at 10% EBITDA growth / 13.7% ROIC / 75th percentile TSR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| L3Harris Technologies (formerly Harris Corporation) | SVP & Chief Human Resources and Administrative Officer | 2012–2019 | Led HR and administrative functions at the corporate level |
| United Technologies (Sikorsky Aircraft, UTC Fire & Security, Carrier, Hamilton Sundstrand, Pratt & Whitney) | HR leadership roles of increasing responsibility | 1998–2012 | Human capital leadership across multiple business units |
| Independent | Human resources consultant | 2019–2022 | Provided HR consulting following retirement from L3Harris |
External Roles
No public-company directorships or external board roles disclosed for Duffy in the 2025 proxy .
Fixed Compensation
- 2024 base salary increased from $400,000 (January) to $500,000 (effective April 1) .
- 2024 target total direct compensation set at $1,500,000: base $500,000; annual incentive $300,000; long-term incentive $700,000 .
- 2024 actual salary earned was $475,000 .
- 2024 “All Other Compensation” totaled $42,603, comprised of RSP $14,950; ERSP $13,550; dividend equivalents $14,103; perquisites $0 .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $137,500 | $400,000 | $475,000 |
| Stock Awards ($) | $1,200,033 | $584,874 | $615,254 |
| Option Awards ($) | — | $139,977 | $139,976 |
| Non-Equity Incentive ($) | $74,250 | $235,000 | $402,000 |
| Change in Pension/Deferred Comp Earnings ($) | — | — | $38,088 |
| All Other Compensation ($) | $7,625 | $43,213 | $42,603 |
| Total ($) | $1,419,408 | $1,403,064 | $1,712,921 |
Performance Compensation
2024 Annual Incentive (EICP) – Design, Goals, Actuals, Payout
| Component | Weighting | Threshold | Target | Maximum | Actual | Payout Basis / Notes |
|---|---|---|---|---|---|---|
| Operating Income | 70% | $347.4M | $408.7M | $470.0M | $419.3M | Contributed to 128.1% financial multiplier (0–190% range) |
| Free Cash Flow | 25% | $212.7M | $250.3M | $287.8M | $269.4M | Contributed to 128.1% financial multiplier (0–190% range) |
| Safety – TRIR | 2.5% | 0.83 | 0.66 | 0.55 | 0.56 | Safety multiplier 0–10% total (TRIR + DART) |
| Safety – DART | 2.5% | 0.36 | 0.29 | 0.24 | 0.27 | Safety multiplier 0–10% total (TRIR + DART) |
| Individual Performance Adjustment (Duffy) | N/A | — | — | — | 110% | Applied to combined financial+safety payout |
| EICP Payout (Duffy) | N/A | — | — | Cap 200% | $402,000 | Actual cash paid per SCT |
- EICP targets for Duffy: $300,000 (60% of $500,000 base) as of 12/31/2024; payouts capped at 200% and subject to formula and individual modifier .
- Individual performance drivers for Duffy: 6.3% growth in annual hiring and 50 bps reduction in voluntary attrition in 2024 .
2024 Long-Term Incentive Structure and PRSU Metrics
| Award Type | Weighting | Vesting | Performance Metrics | Threshold / Target / Maximum |
|---|---|---|---|---|
| Performance RSUs (PRSUs) | 60% of LTI | 3-year cliff (2024–2026) | 40% cumulative adjusted EBITDA; 40% average ROIC; 20% relative TSR | EBITDA: 90% of target / derived from prior year +6% / +10% growth; ROIC: 9.1% / 11.4% / 13.7%; TSR: 25th / 50th / 75th percentile vs S&P Select A&D Index |
| Time-based RSUs | 20% of LTI | 3-year ratable | N/A | N/A |
| Non-qualified Stock Options | 20% of LTI | 3-year ratable; Black-Scholes valuation; strike = closing price on grant date | N/A | N/A |
2024 Grants of Plan-Based Awards (Duffy)
| Grant Date | Committee Action Date | EICP Target ($) | PRSUs (Threshold/Target/Max) | RSUs (#) | Options (#) | Option Exercise Price | Grant-Date Fair Values (Equity/Options) |
|---|---|---|---|---|---|---|---|
| 2/29/2024 | 2/22/2024 | $285,000 | 2,083 / 4,165 / 8,330 | 1,389 | 4,908 | $100.83 | $475,202 (PRSUs) ; $140,053 (RSUs) ; $139,976 (Options) |
2024 Stock Vested (Value Realized)
| Name | Shares Acquired on Vesting (#) | Value Realized ($) | Note |
|---|---|---|---|
| Robert L. Duffy | 7,630 | $774,427 | 3,059 shares withheld for taxes; 662 RSUs additionally vested and remained deferred per prior election |
Equity Ownership & Alignment
- Beneficial ownership as of March 6, 2025: 10,830 shares beneficially owned; 1,635 shares deferred; includes 7,494 shares underlying vested options and 130 vested RSUs deferred under incentive plans .
- Stock ownership guidelines require 3x base salary for Named Executives, with a 5-year compliance period; directors/executives cannot sell unless they meet guidelines; all directors/NEOs have achieved or are in process per policy .
- Hedging/Pledging: Prohibited for all directors, officers, and employees; no short sales or margin pledges allowed; 10b5-1 trading plans permitted under policy .
- Clawbacks: Company policy complies with NYSE standards; recovery of incentive-based compensation for 3 years preceding a restatement regardless of fault; additional misconduct-based termination/forfeiture provisions in stock awards .
Outstanding Equity Awards at Fiscal Year-End 2024 (Duffy)
| Award | Grant Date | Unvested/Unearned Units | Market/Value Basis | Options (Exercisable/Unexercisable) | Exercise Price | Expiration |
|---|---|---|---|---|---|---|
| RSU | 8/29/2022 | 7,536 | $839,435 (at $111.39) | — | — | — |
| RSU | 2/27/2023 | 1,512 | $168,422 | — | — | — |
| PRSU | 2/27/2023 | 6,807 (unearned) | $758,232 | — | — | — |
| Options | 2/27/2023 | — | — | 2,929 / 5,858 | $61.70 | 2/27/2033 |
| RSU | 2/29/2024 | 1,389 | $154,721 | — | — | — |
| PRSU | 2/29/2024 | 4,165 (unearned) | $463,939 | — | — | — |
| Options | 2/29/2024 | — | — | 0 / 4,908 (new grant appears unexercisable) | $100.83 | 2/28/2034 |
Note: 2022 RSUs granted with final one-third scheduled to vest on February 18, 2025 .
Employment Terms
- Severance Plan (involuntary termination not for cause): lump-sum equal to 52 weeks’ base (Duffy: $500,000); benefits equal to 9 months COBRA premiums ($5,860); outplacement services ($17,000); financial planning ($12,650); ERSP-related payments ($18,885); performance RSUs acceleration ($505,488); total estimated $1,059,883 as of 12/31/2024 . Receipt requires a general release and agreement to non-compete, nondisclosure, and restrictive covenants .
- Change-in-Control (double trigger): accelerated vesting of ERSP and outstanding equity; cash severance; prorated target EICP; health benefit cash payment; modified cutback prevents excise tax gross-ups (no tax gross-ups) .
- Potential Payments Table (as of 12/31/2024):
| Scenario | Severance ($) | EICP ($) | Benefits ($) | Outplacement ($) | Financial Planning ($) | ERSP ($) | RSUs ($) | PRSUs ($) | Options ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|---|---|
| Voluntary Termination | — | — | — | — | — | — | — | — | — | — |
| Involuntary Not for Cause | $500,000 | — | $5,860 | $17,000 | $12,650 | $18,885 | — | $505,488 | — | $1,059,883 |
| Involuntary for Cause | — | — | — | — | $12,650 | — | — | — | — | $12,650 |
| CIC without Termination | $1,600,000 | $300,000 | $23,441 | $17,000 | $12,650 | $18,885 | $1,162,577 | $1,222,171 | $342,913 | $4,699,637 |
| CIC with Termination | $500,000 | — | $5,860 | — | $12,650 | $18,885 | $1,162,577 | $1,222,171 | $342,913 | $3,265,056 |
| Disability | $500,000 | — | $5,860 | — | $12,650 | $18,885 | $1,162,577 | $1,222,171 | $342,913 | $2,759,196 |
| Death | — | — | — | — | — | — | — | — | — | — |
| Retirement | — | — | — | — | — | — | — | — | — | — |
Compensation Structure Notes and Governance
- Pay-for-performance emphasis; long-term incentives typically largest element; capped payouts; independent consultant (Exequity) supports benchmarking to similarly sized peers; no employment agreements for executive officers .
- 2024 plan refinements: moved annual cash flow metric to free cash flow (25%), added standalone safety metrics (5%), introduced individual performance modifier; LTI: 60% PRSUs, 20% RSUs, 20% options .
- Peer group used for 2024 benchmarking includes Curtiss-Wright, Hexcel, HEICO, ITT, Teledyne, Huntington Ingalls, TransDigm, etc.; Aerojet Rocketdyne and Maxar removed late 2024 after acquisitions .
Investment Implications
- Strong alignment: significant unvested PRSUs and RSUs with 3-year horizons and multi-metric design (EBITDA/ROIC/relative TSR) reduce short-termism; hedging/pledging prohibited; stock ownership guideline of 3x salary with sales restrictions until compliant .
- Retention risk contained: severance plan and double-trigger CIC protections (accelerated vesting, prorated EICP) plus modified cutback (no excise tax gross-ups) balance retention and shareholder-friendly terms; Duffy’s CIC with termination total estimated $3.27M .
- Trading signals: Duffy did not exercise options in 2024; he realized $774K from vesting and deferred additional shares, suggesting limited near-term selling pressure; policy permits 10b5-1 plans but prohibits hedging/shorting/pledging .
- Execution track record: Individual performance uplift reflects tangible human capital improvements (6.3% hiring growth; 50 bps lower attrition) aligning incentives to operational outcomes; company beat 2024 operating income and free cash flow targets, supporting above-target EICP results .