Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 9, 2025, the Compensation Committee of the BWX Technologies, Inc. (the "Company") Board of Directors approved the grant of 10,000 performance restricted stock units ("PSUs") to Robb A. LeMasters, Executive Vice President and Chief Financial Officer with a grant date fair value of $1.15 million. The PSUs will cliff vest on or after December 31, 2027, subject to the achievement of the projected financial metrics for compound annual growth rates, or CAGR, for the Company's revenue, adjusted EBITDA and free cash flow from January 1, 2025 through December 31, 2027 (the "Performance Period"), as well as achievement of the cumulative EBITDA targets for each of the recently announced acquisitions of Aerojet Ordnance Tennessee, Inc. and Kinectrics, Inc. during the Performance Period. Each metric is equally weighted at 20% of the total. The number of PSUs earned will be based on the level of performance achieved during the Performance Period with potential payouts ranging from 0% to 200% on each metric, subject to continued employment through the vesting date. This one-time PSU award is intended to support the long-term retention of Mr. LeMasters and further incentivize long-term shareholder value creation. The terms of the PSU award agreement are consistent with the Company's prior PSU grant agreement, the form of which is included as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission ("SEC") on May 6, 2024 and incorporated herein by reference.