BWX Technologies, Inc DEF 14A, filed Mar 14, 2024

BWX Technologies, Inc. (BWXT)

DEF 14A 2024-03-14 For: 2023-12-31

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Added on June 12, 2026

About this DEF 14A

BWX Technologies, Inc filed this DEF 14A on March 14, 2024.

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☐						Preliminary Proxy Statement

☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý						Definitive Proxy Statement

☐						Definitive Additional Materials

☐						Soliciting Material Pursuant to §240.14a-12


			Page
CORPORATE PURPOSE, MISSION AND CORE VALUES			(i)
2024 PROXY STATEMENT SUMMARY			(ii)
GENERAL INFORMATION			1
How to Participate in the Virtual Annual Meeting			1
VOTING INFORMATION			2
Record Date and Who May Vote; How to Vote			2
How to Change Your Vote or Revoke Your Proxy			2
Quorum; Proposals to be Voted on at Annual Meeting; Vote Required			3
How Votes are Counted; Confidential Voting; Solicitation of Proxies			4
PROPOSAL 1: ELECTION OF DIRECTORS			6
CORPORATE GOVERNANCE			11
Director Independence			11
Board Function, Leadership Structure and Director Tenure Limit			11
The Role of the Board in Succession Planning			12
The Role of the Board in ESG Oversight			12
The Role of the Board in Risk Oversight			12
Code of Business Conduct			13
Stockholder Engagement			14
Communication with the Board			14
Board Meetings and Committees			15
COMPENSATION OF DIRECTORS			18
NAMED EXECUTIVE PROFILES			20
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION			21
COMPENSATION DISCUSSION AND ANALYSIS			22
Section 1: Executive Summary			22
Section 2: Compensation Structure			25
Section 3: Compensation Analysis and Outcomes			30
Section 4: Other Benefits and Practices			35
COMPENSATION COMMITTEE REPORT			38
COMPENSATION OF EXECUTIVE OFFICERS			39
Summary Compensation Table			39
Grants of Plan-Based Awards			41
Outstanding Equity Awards at Fiscal Year-End			44
Option Exercises and Stock Vested			45
Non-Qualified Deferred Compensation			46
Potential Payments Upon Termination or Change in Control			48
CEO PAY RATIO			52
PAY VERSUS PERFORMANCE			52
EQUITY COMPENSATION PLAN INFORMATION			56
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS			57
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS			58
AUDIT AND FINANCE COMMITTEE REPORT			59
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			60
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			61
STOCKHOLDERS’ PROPOSALS			62
APPENDIX A — RECONCILIATION OF REPORTED (GAAP) TO ADJUSTED (NON-GAAP) RESULTS			A-1


Date and Time						May 3, 2024 at 9:30 a.m. Eastern Time

Virtual Meeting						The Annual Meeting will be held via a live webcast at www.virtualshareholdermeeting.com/BWXT2024.

Record Date						March 6, 2024

Voting						Stockholders as of the record date are entitled to vote. Each share of our common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on.

Attendance						All stockholders as of the record date and their duly appointed proxies may attend the meeting.


Proposal		Board Vote Recommendation	Page Reference
1	Election of ten director nominees to one-year terms	FOR	6
		EACH NOMINEE
2	Advisory vote on the compensation of our named executive officers	FOR	21
3	Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024	FOR	60


Service	2023		2022
Audit	$	2,792,029	$	2,808,591
Audit-Related	45,000		45,000
Tax	115,500		78,750
All Other	3,295		3,295
Total	$	2,955,824	$	2,935,636


YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, please take a few moments now to vote your shares.


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders To Be Held on May 3, 2024.


By Order of the Board of Directors,

Ronald O. Whitford, Jr. Senior Vice President, General Counsel, Chief Compliance Officer and Secretary
March 14, 2024


* Please refer to Appendix A, "Reconciliation of Reported (GAAP) to Adjusted (Non-GAAP) Results," for a reconciliation of adjusted results, including adjusted EBITDA and non-GAAP earnings per share, to reported results.


Our Board recommends that you vote "FOR" each of the director nominees.


Proxy Statement for the 2024 Annual Meeting of Stockholders to be held on May 3, 2024


Proposal	Description	Board's Voting Recommendation
1	Election of ten director nominees to one-year terms	FOR EACH NOMINEE
2	Advisory vote on the compensation of our named executive officers	FOR
3	Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024	FOR


12-Year Director Tenure Limit
Our Board has adopted a 12-year director tenure policy that provides that (1) no person may be nominated to serve on the Board if they have more than 12 years of service prior to the date of such election (as measured from July 1, 2015, the effective date of the Spin-off) and (2) a director is expected to resign at the next annual meeting of stockholders following the term in which 12 years of service is attained. See "12-Year Director Tenure Limit" under Corporate Governance — Board Function, Leadership and Executive Sessions below. Director start dates in this proxy reflect director tenure since the Spin-off.


Director Nominee			Director Since
Jan A. Bertsch*			2015
Gerhard F. Burbach			2018
Rex D. Geveden			2017
James M. Jaska			2016
Kenneth J. Krieg			2016
Leland D. Melvin			2019
Robert L. Nardelli*			2015
Barbara A. Niland			2016
Nicole W. Piasecki			2024
John M. Richardson			2020


•Jan A. Bertsch			•Leland D. Melvin
•Gerhard F. Burbach			•Robert L. Nardelli
•Rex D. Geveden			•Barbara A. Niland
•James M. Jaska			•Nicole W. Piasecki
•Kenneth J. Krieg			•John M. Richardson


RECOMMENDATION AND VOTE REQUIRED Our Board recommends that stockholders vote “FOR” each of the director nominees. The proxy holders will vote all proxies received "FOR" each of the director nominees unless instructed otherwise. Approval of this proposal requires that the number of votes cast "FOR" exceeds the number of votes cast "AGAINST" at the Annual Meeting. Abstentions and broker non-votes with respect to the election of directors will have no effect on the outcome and do not count as votes cast. Under our Bylaws, in the event of a contested election, the director nominees will be elected by the affirmative vote of a plurality of the votes cast by the shares of our common stock entitled to vote in the election of directors at the Annual Meeting.


Stockholder Feedback and Actions Taken Since the 2023 Annual Meeting, we received stockholder feedback regarding human capital management efforts to support our business, recent board refreshment, including the appointment of a new director this year, and greenhouse gas emission and other disclosures included in our sustainability report, which is available on our website.


Name of Non-Employee Director	Fees Earned or Paid in Cash (1)			Stock Awards (2)			All Other Compensation (3)			Total (4)
Jan A. Bertsch		$	208,750		$	154,937		$	—		$	363,687
Gerhard F. Burbach		110,000			154,937			—			264,937
James M. Jaska		105,000			154,937			—			259,937
Kenneth J. Krieg		90,000			154,937			—			244,937
Leland D. Melvin		90,000			154,937			—			244,937
Robert L. Nardelli		90,000			154,937			—			244,937
Barbara A. Niland		115,000			154,937			—			269,937
John M. Richardson		90,000			154,937			—			244,937


Annual Director Compensation (All amounts in cash, except stock award)	Amount
Retainer for Non-Employee Directors	$	90,000
Stock Award for Non-Employee Directors	155,000
Independent Board Chair	125,000
Lead Independent Director (if appointed)	25,000
Chair of the Audit and Finance Committee	25,000
Chair of the Compensation Committee	20,000
Chair of the Governance Committee	15,000


In accordance with Section 14A of the Exchange Act, we are asking stockholders to approve an advisory resolution on our executive compensation as reported in this proxy statement. Our Board has adopted a policy to hold annual advisory votes on executive compensation. It is our belief that our ability to hire, retain and motivate employees is essential to the success of the Company and its stockholders. Therefore, we generally seek to provide reasonable and competitive compensation for our executives with a substantial portion in the form of performance-based compensation.

Accordingly, we submit the following resolution to stockholders at the Annual Meeting: RESOLVED, that the stockholders of BWX Technologies, Inc. approve, on an advisory basis, the compensation of executives, as such compensation is disclosed pursuant to Item 402 of Regulation S-K in this proxy statement under the sections entitled “Compensation Discussion and Analysis” and “Compensation of Executive Officers.”

EFFECT OF PROPOSAL
Although the resolution to approve our executive compensation is non-binding, it serves as an opportunity for us, our Board and Compensation Committee to gain valuable stockholder feedback on our executive compensation decisions and practices. Even in years when the resolution is approved, the Board and Compensation Committee retain discretion to change executive compensation from time to time if they conclude that such a change would be in the best interests of the Company and its stockholders. Our Board and Compensation Committee value the opinions of stockholders on important matters such as executive compensation and will carefully consider the results of this advisory vote when evaluating our executive compensation programs.

RECOMMENDATION AND VOTE REQUIRED Our Board recommends that stockholders vote “FOR” the approval of executive compensation. The proxy holders will vote all proxies received "FOR" approval of this proposal unless instructed otherwise. Approval of this proposal requires the affirmative vote of a majority of our shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on this proposal. Because abstentions are counted as present for purposes of the vote on this matter but are not votes “FOR” this proposal, they have the same effect as votes “AGAINST” this proposal. Broker non-votes will not have any effect on this proposal.


(1)			Measured by dividing (i) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the applicable share price at the end and the beginning of the measurement period by (ii) the share price at the beginning of the measurement period.


WHAT WE DO:			WHAT WE DON’T DO:
ü Pay for Performance. Significant emphasis on incentive- and performance-based compensation, with 60% of annual long-term incentive awards comprised of performance RSUs. ü Compensation Program Responsive to Stockholder Feedback. We seek stockholder input and perspective on our compensation program. ü Benchmarking to Similarly Sized Companies. We avoid benchmarking executive pay to oversized peers by ensuring that the market data reflects companies of similar revenue size. ü Clawbacks. We can recover compensation under our annual and long-term incentive plans in appropriate circumstances, including restatements. ü “Double Trigger” Vesting in a Change in Control. ü Limited Perquisites and Tax Reimbursements. ü Stock Ownership Requirements. We maintain robust requirements for our executive officers and directors. ü Independent Compensation Consultant.			X No Hedging or Pledging. We do not permit hedging or pledging of our securities by our executive officers and directors. X No Excise Tax Gross-ups. There are no tax gross-ups on change-in-control benefits. X No Employment Agreements for our Executive Officers. X No Excessive Risk-Taking in Incentive Compensation. Our annual and long-term incentive programs use multiple performance metrics and capped pay-outs and other features intended to minimize the incentive to take overly risky actions. X No Guaranteed Minimum Pay-out for our Annual or Long-term Performance-based Awards.


2023 Executive Compensation Plan Design Overview
Pay Philosophy						Base salary, annual incentive and long-term incentive compensation designed to attract and retain leadership talent and incent a strong focus on operating results and alignment with stockholder interests
Annual Incentive Program						90% financial performance (70% operating income and 20% operating cash flow) and 10% individual performance (including 3% for safety) weighting of the total award opportunity
Long-Term Incentive Program						20% time-based restricted stock units, 20% time-based non-qualified stock options and 60% performance RSUs with performance based on 40% adjusted EBITDA, 40% Return on Invested Capital ("ROIC") and 20% relative Total Shareholder Return ("TSR") performance metrics to align incentives with strategic initiatives to drive growth, promote efficient capital management and align with stockholder returns.


Element	Description	Primary Design Objectives
Base Salary	•Annual fixed cash compensation	•Attract and retain leadership talent •Compensate for role and responsibilities
Annual Incentive	•Annual incentive award based on 90% financial performance goals and 10% individual goals, which includes safety goals •Financial performance metrics include: ◦Operating income (70%) and ◦Operating cash flow (20%) •Financial results, along with the individual goals (including safety goals), determine payout multiplier (0% - 200%) •No payout unless at least threshold operating income goal is achieved; payouts capped at 2 times target for maximum performance	•Emphasize operating results by heavily weighting financial performance •Select financial performance metrics that align our short-term performance with our long-term performance objectives •Align compensation with safety, which we view as a key component for the success of our business •Retain individual performance component to ensure focus on specific goals unique to each executive's role and responsibilities
Long-Term Incentive	•Long-term incentive grant weighted towards performance, including: ◦60% performance-based restricted stock units with 3-year cliff vesting based on 40% adjusted EBITDA, 40% ROIC and 20% relative TSR ◦20% restricted stock units with 3-year ratable vesting ◦20% non-qualified stock options with 3-year ratable vesting	•Alignment with stockholder interest •Promote executive focus on long-term company performance •Utilize performance metrics that are meaningful drivers of long-term value creation and align with stockholder returns •Retain key talent through multi-year vesting


Program Elements Mitigating Risk
Reasonable and Balanced Compensation Program						Using the elements of total direct compensation, the Compensation Committee seeks to provide compensation opportunities for Named Executives targeted at or near the median compensation through benchmarking. However, individual pay positioning may vary due to a variety of factors, including level of experience, performance, market demand, criticality of role, variance to applicable benchmark data and other factors. Accordingly, the committee's judgment will always be the guiding factor in compensation decisions. As a result, we believe the total direct compensation of Named Executives provides reasonable compensation opportunities with an appropriate mix of cash and equity, annual and long-term incentives and performance metrics.
Emphasis on Long-Term Incentive over Annual Incentive Compensation						Long-term incentive compensation typically makes up a larger percentage of a Named Executive’s target total direct compensation than annual incentive compensation. Incentive compensation helps drive performance and align the interests with those of stockholders. By tying a significant portion of total direct compensation to long-term incentives, typically over a three-year period, we promote longer-term perspectives regarding Company performance.
Long-Term Incentive Compensation subject to Forfeiture for Bad Acts; Clawback						The Compensation Committee may terminate any outstanding stock award if the recipient (i) is convicted of a misdemeanor involving fraud, dishonesty or moral turpitude or a felony, or (ii) engages in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of the Company. Additionally, incentive compensation awards include provisions allowing us to recover excess amounts paid to individuals in the event of a restatement, among other things.
Linear and Capped Incentive Compensation Payouts						The Compensation Committee establishes financial performance goals that are used to plot a linear payout formula for annual and long-term incentive compensation to avoid detrimental behaviors that could be associated with cliffs in payout curves. The maximum payout for both the annual and long-term incentive compensation is capped at 200% percent of target.
Use of Multiple and Appropriate Performance Metrics						We use multiple performance metrics to avoid having compensation opportunities overly weighted toward the performance result of a single measure. In general, our incentive programs are based on a mix of financial, safety, stockholder return and individual performance.
Stock Ownership Guidelines						Our executive officers, including Named Executives, and directors are subject to stock ownership guidelines that help to promote longer-term perspectives and align the interests with those of our stockholders.


How Compensation Decisions Are Made
Compensation Committee's Role			•The Compensation Committee establishes the target total direct compensation of our executives and administers other benefit programs. •The Compensation Committee reviews the design of the program and establishes the performance metrics and goals under the incentive programs. •The Compensation Committee evaluates incentive compensation payouts to ensure they are reflective of the Company and individual performance target attainment.
Compensation Planning Process			•Members of the Compensation Committee and our management team evaluate the advisory vote on executive compensation and stockholder feedback regarding our compensation programs and governance practices. •We engage with and solicit stockholder feedback regarding executive compensation, ESG and other matters, which are reported to the Board and Committees. •The Compensation Committee discusses plan design alternatives and considerations with the executive compensation consultant. •The Compensation Committee reviews existing plan performance results to determine if changes are needed. •Annual and long-term compensation plan design and performance metrics and targets are approved.


How Our Compensation Committee Sets Annual and Long-Term Incentive Performance Goals
Determining Financial Goals			•Our Compensation Committee strives to set financial performance goals that are rigorous enough to motivate our executives and our businesses to achieve meaningful increases over prior year results, but within reasonably obtainable parameters to discourage pursuit of excessively risky business strategies. •For our 2023 annual incentive plan, the committee set financial performance goals as follows: ◦Operating Income (70%): The committee set the target goal based on the Company's 2023 forecast. ◦Operating Cash Flow (20%): The committee set the target goal based on the Company's 2023 operating cash flow forecast. •The committee set our 2023 long-term incentive plan financial performance goals as follows: ◦40% Adjusted Earnings Before Income Tax Depreciation and Amortization ("EBITDA"): The target goal was set to focus on profitability and operational performance that aligns with our mid-term public guidance. ◦40% Return on Invested Capital: The target goal was established to be higher than the average return on invested capital of our compensation peer group and historical internal target performance. ◦20% Relative Total Shareholder Return: The target goal was intended to align with long-term performance for stockholders (measured by cumulative TSR with dividends reinvested) relative to a relevant industry index that we believe best captures our performance against companies that would be similarly impacted by certain variables and trends in the economy.
Determining Individual Goals			•To ensure individual accountability plays a role in annual incentive payout determinations, pre-approved individual goals for our Named Executives are established at the beginning of each performance period that are assessed at its conclusion. That assessment determines whether there will be any adjustment up or down to the Named Executive's annual incentive payment, as approved by the Compensation Committee, or in the case of the Chief Executive Officer, the Board of Directors. In all cases, the resulting annual incentive payment amount must be made within the bounds of the annual incentive plan design. The use of positive discretion outside the bounds of the annual incentive plan design is not employed, while the Compensation Committee and the Board of Directors reserve the right to use negative discretion at any time, should facts and circumstances warrant its use.
Determining Safety Goals			•To promote rigor and continuous improvement in our safety goals, the committee set our primary safety goals for Total Recordable Incident Rate ("TRIR"), and Days Away, Restricted or Transferred ("DART") to incentivize a focus on our safety performance.
Resources and Advisers to Our Compensation Committee
Independent Outside Consultant			•Provides the Compensation Committee with information and advice on the design, structure and level of executive and director compensation. •Attends Compensation Committee meetings, including executive sessions. •Engaged and directed by the Compensation Committee. •Works directly with our Compensation Committee on the compensation of our Named Executives, including our Chief Executive Officer. •Exequity served as executive compensation consultant to the Compensation Committee for 2023.
Management			•Our Human Resources department, in consultation with the Compensation Committee chair and Exequity, prepares information for the Compensation Committee, including market data provided by Exequity and recommendations of our Chief Executive Officer regarding compensation of other executives. •Our Chief Executive Officer and senior Human Resources personnel attend committee meetings and, as requested by the Compensation Committee, participate in deliberations on executive compensation (except in respect to their own compensation) and select executive sessions.


Stockholder Outreach and Stockholder Vote on Executive Compensation			•We provide our stockholders with the opportunity to cast an annual advisory vote on the compensation of our Named Executives. •99.2% of the votes cast at our 2023 Annual Meeting of Stockholders on the executive compensation proposal were voted in favor of our executive compensation. •Although our stockholders expressed strong support for our executive compensation proposals in the past three years, members of our management team have conducted and plan to continue to conduct outreach programs with our stockholders to discuss executive compensation, corporate governance, environmental, social and other matters. See "Stockholder Outreach" under "Corporate Governance" above for more information. •Our Compensation Committee considers stockholder feedback when selecting financial performance metrics and the mix of equity award vehicles. Our stockholder engagement efforts have informed our committee’s decision to select relative TSR as a long-term performance metric.
How We Set Target Compensation
Target +/-15% of Median Compensation			•We believe compensation of our Named Executives is competitive at or near the median compensation paid for comparable positions. •We generally seek to set target compensation for each element of total direct compensation and in the aggregate at approximately +/-15% of the median compensation determined through benchmarking (referred to as “median” or “median range” in this CD&A). •The Compensation Committee may adjust a Named Executive’s target compensation, including setting it outside the median range, for a variety of reasons, including: ◦specific responsibilities; ◦performance; ◦tenure; ◦experience; ◦succession planning; ◦internal equity; and ◦other factors or situations that are not typically captured by looking at standard market data. •Compensation actually earned by a Named Executive may be outside the median range targeted, depending on the reasons listed above, achievement of performance goals, fluctuations in our stock price and/or satisfaction of vesting conditions.
How We Benchmark Total Direct Compensation
Primary Benchmark: Custom Peer Group Proxy Data			•To help determine 2023 target compensation for our Named Executives, the Compensation Committee reviewed proxy data for our custom peer group, which serves as the principal reference group. •The custom peer group consisted of 19 companies with whom we compete for executive talent from the aerospace and defense and other related industries. The companies comprising our custom peer group for the 2023 review are listed at the end of this CD&A. •The committee also utilizes the custom peer group to benchmark the design of our incentive compensation.
Secondary Benchmark: Willis Towers Watson General Industry Executive Compensation Survey			•In addition, the Compensation Committee reviewed Willis Towers Watson survey data as a secondary benchmark for reviewing Named Executive compensation. •Survey data sourced from Willis Towers Watson’s 2022 General Industry Executive Compensation Survey with a focus on companies with revenues between $1B and $3B.
Annual Review			•The Compensation Committee reviewed each element of target compensation at the 25th, 50th (median) and 75th percentiles of the two benchmark groups to determine current positioning and whether any changes were warranted for 2023 target compensation.


Named Executive	Annual Base Salary ($)	Annual Incentive ($)	Long-Term Incentive ($)	Target Total Direct Compensation ($)
Rex D. Geveden	975,000	975,000	4,200,000	6,150,000
Robb A. LeMasters	530,000	397,500	1,075,000	2,002,500
Kevin M. McCoy	735,000	477,750	600,000	1,812,750
Omar F. Meguid(1)	425,000	212,500	880,000	1,517,500
Robert L. Duffy	400,000	200,000	700,000	1,300,000
(1) Mr. Meguid joined the Company as Senior Vice President and Chief Digital Officer on January 1, 2023. He received a $500,000 sign-on restricted stock unit grant at that time, which is included in the $880,000 long-term incentive amount in the table above.


Named Executive	January 2023 Salary ($)	April 2023 Salary ($)	Base Salary Change ($)
Mr. Geveden	925,000	975,000	50,000
Mr. LeMasters	500,000	530,000	30,000
Adm. McCoy	735,000	735,000	—
Mr. Meguid(1)	425,000	425,000	—
Mr. Duffy	400,000	400,000	—
(1) Mr. Meguid joined the Company as Senior Vice President and Chief Digital Officer on January 1, 2023 at an annual base salary of $425,000.


Named Executive						EICP Target %(1)
Mr. Geveden						100%
Mr. LeMasters						75%
Adm. McCoy						65%
Mr. Meguid						50%
Mr. Duffy						50%


2023 EICP Performance Metrics
Financial (90%) Operating Income (70%) Operating Cash Flow (20%)			Rationale: Operating income is our primary measure of profitability, which we believe is a strong driver of shareholder value; Operating cash flow promotes management focus on strong cash flow generation to support our balanced capital deployment strategy between dividends, mergers and acquisitions and share repurchases. Key Features: No pay-out unless at least threshold BWXT consolidated operating income performance goal is achieved; financial performance determines the maximum amount a Named Executive can earn. Payout Calculation: Ranges from 0% - 180% based on achievement of financial goals; result is referred to as the “Financial Multiplier.”


Individual (10%) Safety			Rationale: Allows our CEO (or the Compensation Committee, in the case of Mr. Geveden) to differentiate incentive pay-outs among our Named Executives by exercising discretion on the target amount of each Named Executive’s individual performance component, based on the assessment of each Named Executive’s individual performance during 2023. Safety Component: A key component of the success of our business is safety, and TRIR and DART performance targets are included in the individual goal to focus attention on day-to-day operational safety by measuring (i) the rate of recordable workplace injuries and (ii) the severity of injuries, respectively. The maximum individual component is reduced for each of the TRIR and DART safety metrics if their targets are not achieved. Payout Calculation: Ranges from 0% - 20%, based on individual performance as adjusted for the safety component, referred to as the “Individual Performance Result.”


2023 SAFETY GOALS
Safety Metric	Threshold	Target	Maximum	Actual
TRIR	0.80	0.64	0.54	0.76
DART	0.34	0.27	0.22	0.40
Total Safety Multiplier	0.50	1.00	2.00	0.31


	Mr. Geveden			Mr. LeMasters			Adm. McCoy(1)			Mr. Meguid			Mr. Duffy
Earnings from Salary	$	962,500		$	522,500		$	735,000		$	425,000		$	400,000
Target Percentage	100		%	75		%	65		%	50		%	50		%
Maximum Performance Percentage(2)	118		%	118		%	115		%	118		%	118		%
Performance Percentage Applied(3)	116		%	115		%	115		%	113		%	117		%
Total 2023 EICP Payout(4)	$	1,112,500		$	450,000		$	550,000		$	240,000		$	235,000