BWX Technologies, Inc.BWXT
BWX Technologies, Inc. Stock Compensation Disclosure
STOCK-BASED COMPENSATION
BWX Technologies, Inc. 2020 Omnibus Incentive Plan
In May 2020, our stockholders approved the 2020 Omnibus Incentive Plan (the "2020 Plan") which succeeded the 2010 Long-Term Incentive Plan of BWX Technologies, Inc. (the "2010 Plan"). Members of the Board of Directors, executive officers, key employees and consultants are eligible to participate in the 2020 Plan. The Compensation Committee of the Board of Directors selects the participants for the 2020 Plan. The 2020 Plan provides for cash awards and equity-based compensation in the form of stock options, restricted stock, restricted stock units, performance shares and performance units, subject to satisfaction of specific performance goals. Shares subject to awards under either the 2020 Plan or the 2010 Plan that are cancelled, forfeited, terminated or expire unexercised, shall immediately become available for the granting of awards under the 2020 Plan. As of the effective date of the 2020 Plan, shares available for grant under the 2010 Plan are available for grant under the 2020 Plan. In addition, our stockholders approved an additional 1,450,000 shares of common stock for issuance through the 2020 Plan. Options to purchase shares are granted at not less than 100% of the fair market value closing price on the date of grant, become exercisable at such time or times as determined when granted and expire not more than ten years after the date of grant.
At December 31, 2025, we had a total of 2,488,351 shares of our common stock available for future awards. In the event of a change in control of the Company, the terms of the awards under the 2020 Plan contain provisions that may cause restrictions to lapse and accelerate the vesting of awards.
2010 Long-Term Incentive Plan of BWX Technologies, Inc.
Members of the Board of Directors, executive officers, key employees and consultants were eligible to participate in the 2010 Plan prior to it being succeeded by the 2020 Plan. The Compensation Committee of the Board of Directors selected the participants for the 2010 Plan. The 2010 Plan provided for a number of forms of stock-based compensation, including incentive and non-qualified stock options, restricted stock, restricted stock units, performance shares and performance units, subject to satisfaction of specific performance goals. Shares subject to award under the 2010 Plan that are cancelled, forfeited, terminated or expire unexercised, shall immediately become available for the granting of awards under the 2020 Plan. As part of the approval of the 2010 Plan, 10,000,000 shares of common stock were initially authorized for issuance, with an additional 2,300,000 authorized for issuance in 2014. Options to purchase shares are granted at not less than 100% of the fair market value closing price on the date of grant, become exercisable at such time or times as determined when granted and expire not more than ten years after the date of grant.
Long-Term Incentive Plan of BWXT Technical Services Group, Inc.
In June 2012, we established the 2012 Long-Term Incentive Plan of BWXT Technical Services Group, Inc., a cash-settled plan for employees of certain subsidiaries and unconsolidated affiliates as selected by the plan committee. The cash-settled plan provides for a number of forms of stock-based compensation, including stock appreciation rights, restricted stock units and performance units, subject to satisfaction of specific performance goals. Stock appreciation rights are granted at not less than 100% of the fair market value closing price of a share of BWXT common stock on the date of grant, become exercisable at such time or times as determined when granted and expire not more than ten years after the date of grant. Stock appreciation rights are cash-settled for the excess of the market price of BWXT common stock on the exercise date minus the exercise price. Restricted stock units and performance units are cash-settled upon vesting as determined when granted. We will not issue any shares of BWXT common stock under this plan, as all awards are cash-settled.
In the event of a change in control of the Company, the terms of the awards under the cash-settled plan contain provisions that may cause restrictions to lapse and accelerate the vesting of awards.
Stock-based compensation expense for all of our plans recognized for the years ended December 31, 2025, 2024 and 2023 totaled $26.4 million, $21.8 million and $16.2 million, respectively, with associated tax benefit totaling $4.9 million, $3.6 million and $2.6 million, respectively.
As of December 31, 2025, unrecognized estimated compensation expense related to nonvested awards was $22.5 million, which is expected to be recognized over a weighted-average period of 1.7 years.
Stock Options
The following table summarizes activity for our stock options for the year ended December 31, 2025 (share data in thousands):
| Number of Shares | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term (In Years) | Aggregate Intrinsic Value (In millions) | |||||||||||||||||||||||
| Outstanding at beginning of period | 250 | $ | 74.94 | |||||||||||||||||||||||
| Granted | 240 | $ | 108.65 | |||||||||||||||||||||||
| Exercised | (43) | $ | 58.73 | |||||||||||||||||||||||
| Cancelled/expired/forfeited | (20) | $ | 99.00 | |||||||||||||||||||||||
| Outstanding at end of period | 427 | $ | 94.40 | 8.5 | $ | 33.6 | ||||||||||||||||||||
| Exercisable at end of period | 95 | $ | 71.50 | 7.3 | $ | 9.6 | ||||||||||||||||||||
The aggregate intrinsic value included in the table above represents the total pre-tax intrinsic value that would have been received by the option holders had all option holders exercised their options on December 31, 2025. The intrinsic value is
calculated as the total number of option shares multiplied by the difference between the closing price of our common stock on the last trading day of the period and the exercise price of the options. This amount changes based on the price of our common stock.
During the years ended December 31, 2025, 2024 and 2023, the total intrinsic value of stock options exercised was $4.3 million, $1.7 million and $2.8 million, respectively. The actual tax benefits realized related to the stock options exercised during the year ended December 31, 2025 totaled $0.9 million.
Restricted Stock Units
Nonvested restricted stock units as of December 31, 2025 and changes during the year ended December 31, 2025 were as follows (share data in thousands):
| Number of Shares | Weighted- Average Grant Date Fair Value | |||||||||||||
| Nonvested at beginning of period | 160 | $ | 71.80 | |||||||||||
| Granted | 82 | $ | 111.86 | |||||||||||
| Vested | (99) | $ | 65.88 | |||||||||||
| Cancelled/forfeited | (15) | $ | 83.48 | |||||||||||
| Nonvested at end of period | 128 | $ | 100.63 | |||||||||||
The actual tax benefits realized related to the restricted stock units vested during the year ended December 31, 2025 totaled $2.7 million.
Performance Shares
Nonvested performance shares as of December 31, 2025 and changes during the year ended December 31, 2025 were as follows (share data in thousands):
| Number of Shares | Weighted- Average Grant Date Fair Value | |||||||||||||
| Nonvested at beginning of period | 575 | $ | 69.27 | |||||||||||
| Adjustment to assumed vesting percentage | 146 | $ | 109.95 | |||||||||||
| Granted | 157 | $ | 113.51 | |||||||||||
| Vested | (236) | $ | 45.56 | |||||||||||
| Cancelled/forfeited | (26) | $ | 99.40 | |||||||||||
| Nonvested at end of period | 616 | $ | 98.18 | |||||||||||
The actual number of shares in which each participant vests is contingent upon achievement of a mix of certain targets (depending on the grant year), including return on invested capital; earnings before interest, taxes, depreciation and amortization; total shareholder return and diluted earnings per share, over a three-year performance period. The number of shares in which participants can vest ranges from 0 to 200% of the initial performance shares granted, to be determined upon completion of the three-year performance period. The nonvested shares at the end of the period in the table above assumes weighted-average vesting of 153%.
The actual tax benefits realized related to the performance shares vested during the year ended December 31, 2025 totaled $1.5 million.
Cash-Settled Awards
As of December 31, 2025, we did not have any cash-settled stock appreciation rights, restricted stock units or performance units outstanding.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 23, 2026 | Showing above |
| 2024 | Feb 24, 2025 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.