UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

SCHEDULE 14A

(Rule 14a-101)​

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.     )

BABCOCK & WILCOX ENTERPRISES, INC.

(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant).

 

April 21, 2025
Babcock & Wilcox Enterprises, Inc.
1200 East Market Street, Suite 650
Akron, Ohio 44305 Via live webcast at www.virtualshareholdermeeting.com/BW2025

Dear Fellow Stockholders:

On behalf of our Board of Directors (the “Board”), we are pleased to invite you to attend the Babcock & Wilcox Enterprises, Inc. (“B&W” or the “Company”) 2025 Annual Meeting of Stockholders on June 4, 2025 (the “Annual Meeting”). This will be a virtual meeting of stockholders, beginning at 10:30 a.m. Eastern Time. You may attend the Annual Meeting online and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/BW2025. You also will be able to vote your shares electronically at the Annual Meeting (other than shares held through the B&W Thrift Plan, which must be voted prior to the meeting), although we urge you not to wait until the meeting to vote your shares.

We invite you to read this year’s proxy statement highlighting key activities and accomplishments in 2024 and presenting the matters for which we are seeking your vote at the Annual Meeting.

Building on our Strong Foundation

Over the last year, our core businesses continued to perform well, and strong global demand for our technologies, products and services drove sustained growth for our company. We believe the increasing need for power and electricity fueled by demand from artificial intelligence data centers, electric vehicles and expanding economies will be key drivers for growth across our broad range of technologies, and we are seeing our utility and industrial clients, including in the oil and gas sector, continuing to increase capacity utilizing our core technologies while evaluating further power generation augmentation through biomass, hydrogen and natural gas.

We’re also encouraged by the progress we’ve made over the last year with our ClimateBright™ and BrightLoop™ suite of decarbonization and hydrogen technologies. We remain dedicated to our development, engineering and construction activities around our several BrightLoop projects and are intently focused on our strategic investments to enhance our ClimateBright decarbonization platform and BrightLoop hydrogen generation technology.

From serving as a trusted provider of aftermarket parts, services and construction in support of the growing demand for baseload power generation, to developing and providing environmental, carbon capture and hydrogen generation solutions, we remain steadfast in our mission to provide our customers with safe, efficient, reliable and sustainable power. We’re excited about growing our leadership role in the evolving fields of clean energy and decarbonization, and to continuing to serve the global thermal markets that are the bedrock of our business.

Looking forward, we will continue to innovate and work to help power a sustainable future, and are confident that our forward-thinking approach, combined with our leading technologies and the talents and dedication of our outstanding team of employees across our operations, will generate meaningful value for our shareholders and contribute to a cleaner world for generations to come.

 

 

We Welcome Your Feedback

We hope you will participate in the Annual Meeting to hear more about our operations and our progress, and we encourage you to share your thoughts, concerns and suggestions with us. We also want to ensure your shares are represented as we conduct a vote on the matters outlined in this proxy statement. Whether or not you plan to attend, please cast your vote as soon as possible either via:

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the internet at www.proxyvote.com,

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by calling 1-800-690-6903, or

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by returning the accompanying proxy card if you received a printed set of materials by mail.

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Further instructions on how to vote your shares can be found in this proxy statement.

On behalf of our Board of Directors and the employees of B&W, I want to thank you for your confidence in us and your investment in our business. If you have any questions or suggestions, please feel free to contact us at the address above or by visiting our website.

Sincerely,

Kenneth M. Young
Chairman and Chief Executive Officer

 

 

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

The 2025 Annual Meeting will be a virtual meeting of stockholders, beginning at 10:30 a.m. Eastern Time on June 4, 2025. You will be able to attend the Annual Meeting online and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/BW2025. You will also be able to vote your shares electronically at the Annual Meeting (other than shares held through the B&W Thrift Plan, which must be voted prior to the meeting). The Annual Meeting will be held to:

(1)

approve amendments to the Company’s Restated Certificate of Incorporation (“Certificate of Incorporation”) to declassify the Company’s Board of Directors (the “Board”) and provide for annual elections of all directors beginning at the 2027 annual meeting of stockholders;

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(2)

if Proposal 1 is approved and our Board is re-classified, elect Joseph A. Tato and Kenneth M. Young as Class I directors of the Company for a term of two years;

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(3)

if Proposal 1 is not approved, elect Joseph A. Tato and Kenneth M. Young as Class I directors of the Company for a term of three years;

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(4)

approve amendments to the Company’s Certificate of Incorporation to remove provisions that require the affirmative vote of holders of at least 80% of the voting power to approve certain amendments to our Certificate of Incorporation and Bylaws;

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(5)

ratify our Audit and Finance Committee’s appointment of BDO USA, P.C. as our independent registered public accounting firm for the year ending December 31, 2025;

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(6)

approve, on a non-binding advisory basis, the compensation of our named executive officers; and

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(7)

transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

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If you were a stockholder as of the close of business on April 14, 2025 (the “record date”), you are entitled to vote at the Annual Meeting and at any postponement or adjournment thereof. To participate in the Annual Meeting via live webcast, you will need the 16-digit control number included on your proxy card and on the instructions that accompany your proxy materials. The Annual Meeting will begin promptly at 10:30 a.m. Eastern Time. Online check-in will begin at 10:25 a.m. Eastern Time.

If you are a stockholder of record, you can vote your shares by voting by Internet, telephone, mailing in your proxy or virtually at the Annual Meeting. You may give us your proxy by following the instructions included in the enclosed proxy card. Further instructions on how to vote your shares can be found in this proxy statement.

A list of stockholders entitled to vote at the Annual Meeting will be available for examination at the Company’s headquarters for 10 days prior to the Annual Meeting. The list of stockholders may also be accessed during the Annual Meeting at www.virtualshareholdermeeting.com/BW2025 by using the control number on your proxy card, voting instruction form, or Notice of Internet Availability.

On April 21, 2025, we commenced providing or making available our proxy materials, including this notice and proxy statement as well as a copy of our 2024 Annual Report, to all stockholders of record as of the record date.

 

 

Your vote is important. Please vote your proxy promptly so your shares can be represented, even if you plan to attend the Annual Meeting. You can vote by Internet, by telephone, or by requesting a printed copy of the proxy materials and using the enclosed proxy card.

By Order of the Board of Directors,

John J. Dziewisz
Executive Vice President,
General Counsel &
Corporate Secretary
Dated: April 21, 2025

 

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 4, 2025.

We are pleased to announce that we are delivering your proxy materials for the 2025 Annual Meeting of Stockholders via the Internet. Because we are delivering proxy materials via the Internet, the Securities and Exchange Commission requires us to mail a notice to our shareholders notifying them that these materials are available on the Internet and how these materials may be accessed. This notice, which we refer to as our “Notice of Proxy Materials,” will be mailed to our shareholders on or about April 21, 2025.

Our Notice of Proxy Materials will instruct you on how you may vote your proxy via the Internet or by telephone, or how you can request a full set of printed proxy materials, including a proxy card to return by mail. If you would like to receive printed proxy materials, you should follow the instructions contained in our Notice of Proxy Materials. Unless you request them, you will not receive printed proxy materials by mail.

The Proxy Statement and Annual Report are available free of charge on our website at
https://investors.babcock.com/home/financial-reports/
and at http://www.proxyvote.com

 

 

2025 PROXY STATEMENT SUMMARY

2024 Pay-For-Performance

Our executive compensation programs are based on a strong alignment between pay and performance, and this is reflected in the payout amounts under our cash incentive program and the value of earned awards under our long-term incentive programs. Decisions by the Compensation Committee of the Board, which we refer to in this discussion as the “Compensation Committee,” in 2024 also took into account the need to retain key personnel while we address operational issues.

For the seventh year in a row, no payment was earned by any of our executive officers under the financial component of our annual cash incentive program.

Governance Highlights

Corporate governance is important, and we believe that our governance policies and structures provide a strong framework and assurance that we are clear, ethical and transparent in all of our business dealings. They help us operate more effectively, mitigate risk and act as a safeguard against mismanagement.

 

 

As part of our commitment to effective corporate governance, our management and Board reviewed current corporate governance trends and considered the view held by many institutional stockholders that a classified board structure has the potential effect of reducing the accountability of directors. Similarly, the Board considered the view held by many institutional stockholders that provisions that prohibit stockholders from amending certain provisions of the Company’s Amended and Restated Bylaws (“Bylaws”) or our Certificate of Incorporation without the approval of at least 80% of all outstanding shares of the Company’s common stock could similarly reduce the accountability of directors and management. The proposals included in this Proxy Statement reflect the Board’s consideration of these issues.

VIRTUAL ANNUAL MEETING

The Annual Meeting will be held in a virtual-only meeting format, via live audio webcast that will provide stockholders with the ability to participate in the Annual Meeting, vote their shares and ask questions. Our virtual-only meeting format leverages technology to enhance stockholder access to the Annual Meeting by enabling attendance and participation from any location around the world by visiting www.virtualshareholdermeeting.com/BW2025. We believe that the virtual-only meeting format will give stockholders the opportunity to exercise the same rights as if they had attended an in-person meeting and believe that these measures will enhance stockholder access and encourage participation and communication with our Board of Directors and management.

BENEFITS OF A VIRTUAL ANNUAL MEETING

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We believe a virtual-only meeting format facilitates stockholder attendance and participation by enabling all stockholders to participate fully, equally and without cost, using an Internet-connected device from any location around the world. In addition, the virtual-only meeting format increases our ability to engage with all stockholders, regardless of size.

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Stockholders of record and beneficial owners as of April 14, 2025, the record date, will have the ability to submit questions directly to our management and Board of Directors and vote electronically at the Annual Meeting via the virtual-only meeting platform.

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ATTENDANCE AT THE VIRTUAL ANNUAL MEETING

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Attendance at the Annual Meeting is open to the public online at
www.virtualshareholdermeeting.com/BW2025, but you are entitled to participate in the Annual Meeting by voting or asking questions only if you were a stockholder of record or beneficial owner as of April 14, 2025, the record date.

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To participate in the Annual Meeting by voting or asking questions, you will need the 16-digit control number included on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials, as applicable.

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If you were a stockholder as of April 14, 2025, the record date, you may vote shares held in your name as the stockholder of record or shares for which you are the beneficial owner but not the stockholder of record electronically during the Annual Meeting through the online virtual annual meeting platform by following the instructions provided when you log in to the online virtual annual meeting platform.

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On the day of the Annual Meeting, Wednesday, June 4, 2025, stockholders may begin to log in to the virtual- only Annual Meeting beginning at 10:25 a.m. Eastern time, and the Annual Meeting will begin promptly at 10:30 a.m. Eastern time. Please allow ample time for online login.

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We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting. If you encounter any difficulties accessing the virtual-only Annual Meeting platform, including any difficulties with your 16-digit control number or submitting questions, you may call the technical support number that will be posted on the Annual Meeting log-in page.

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QUESTIONS AT THE VIRTUAL ANNUAL MEETING

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Stockholders will have the opportunity to submit questions during the Annual Meeting by following the instructions on the virtual-only Annual Meeting platform.

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If you wish to submit a question, please submit it online at: www.virtualshareholdermeeting.com/BW2025. The meeting is not to be used as a forum to present general economic, political or other views that are not directly related to the business of the Company. We may group questions and answers by topic and answer substantially similar questions only once. Each shareholder may ask up to two questions. Answers to questions will be posted on the Investors Page on the Company’s website, www.babcock.com. We will only answer questions that comply with our Annual Meeting Rules of Conduct, which can be found on the virtual meeting site referenced above.

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We will not answer any questions that are irrelevant to the purpose of the Annual Meeting or our business or that contain inappropriate or derogatory references which are not in good taste.

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This summary highlights certain information contained in this Proxy Statement but does not contain all of the information that you should consider before voting. For more complete information, please review our 2024 Annual Report and this entire Proxy Statement.

YOU WILL NOT BE ABLE TO ATTEND THE ANNUAL MEETING IN PERSON

 

 

TABLE OF CONTENTS

 

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ii

 

***** CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION *****​

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical or current fact included in this Proxy Statement are forward-looking statements. These forward-looking statements are made based upon detailed assumptions and reflect management’s current expectations and beliefs. While we believe that these assumptions underlying the forward-looking statements are reasonable, forward-looking statements are subject to uncertainties and factors relating to our operations and business environment that are difficult to predict and may be beyond our control. Such uncertainties and factors may cause actual results to differ materially from those expressed or implied by the forward-looking statements. You should not place undue reliance on these statements. Forward-looking statements may include words such as “expect,” “intend,” “plan,” “likely,” “seek,” “believe,” “project,” “forecast,” “target,” “goal,” “potential,” “estimate,” “may,” “might,” “will,” “would,” “should,” “could,” “can,” “have,” “due,” “anticipate,” “assume,” “contemplate,” “continue” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operational performance or other events.

The forward-looking statements included herein are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as required by law. These forward-looking statements are based on management’s current expectations and involve a number of risks and uncertainties, including, but not limited to, the risks and uncertainties described under the heading “Risk Factors” in Part I, Item 1A of our most recent Annual Report on Form 10-K, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the SEC.

 

iii

 

APPROVAL OF AMENDMENTS TO OUR CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS AND PROVIDE FOR ANNUAL ELECTIONS OF ALL DIRECTORS BEGINNING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS (PROPOSAL 1)​

General

Our Certificate of Incorporation currently provides for a classified board structure, pursuant to which the Board is divided into three classes and directors are elected to staggered three-year terms, with members of one of the three classes elected every year. At our 2024 annual meeting of stockholders, our stockholders did not, by at least the required affirmative vote of at least 80% of the outstanding shares of our common stock, approve a proposal to amend our Certificate of Incorporation to eliminate the classified structure of the Board by the 2026 annual meeting of stockholders and allow for removal of directors with or without cause once the Board is no longer classified. After careful consideration, the Board unanimously approved, and recommends that our stockholders approve, amendments to our Certificate of Incorporation that, if adopted, would eliminate the classified structure of the Board by the 2027 annual meeting of stockholders and allow for removal of directors with or without cause once the Board is no longer classified.

Summary of Principal Changes

If this proposal is adopted, Article FIFTH of our Certificate of Incorporation will be amended to provide that all director nominees standing for election will be elected to a one-year term at or after the 2027 annual meeting of stockholders. To effect this change, we will enact a transitional two-class structure, combining our current Class I and Class III directors into a new Class I, with directors in current Class II being transitioned into a new Class II. Nominees elected to replace our current Class I directors, whose terms expire at the Annual Meeting, would be elected to a two-year term as new Class I directors, and nominees elected to replace our current Class II directors whose terms expire at the 2026 annual meeting of stockholders would be elected to a one-year term as new Class II directors. The transitional structure will then lapse, and as a result, beginning at the 2027 annual meeting of stockholders, and at each annual meeting thereafter, all directors will serve one-year terms. Directors elected to fill any vacancy on the Board or to fill newly created director positions resulting from an increase in the number of directors would serve the remainder of the term of that position.

In connection with the declassification of our Board, Article FIFTH would also be amended to provide that, commencing with the election of directors at the 2027 annual meeting of stockholders, directors may be removed with or without cause as provided in the Delaware General Corporation Law (“DGCL”), and only the approval of a majority of the voting power of our stockholders would be required to remove a director with or without cause.

This description of the proposed amendments to our Certificate of Incorporation is only a summary of those amendments and is qualified in its entirety by reference to, and should be read in conjunction with, the full text of Article FIFTH of our Certificate of Incorporation, marked to show the proposed amendments, a copy of which is attached to this proxy statement as Appendix B. If adopted, the amendments to our Certificate of Incorporation will become effective upon filing of the amended Certificate of Incorporation with the Secretary of State of Delaware, which is expected to occur promptly following the stockholder vote. If the amendments to our Certificate of Incorporation are approved by stockholders and become effective, the Board expects to approve certain conforming amendments to our Bylaws to remove references to a classified Board and to reflect stockholders’ ability to remove directors on an unclassified Board with or without cause at or after the 2027 annual meeting of stockholders.

Recommendation and Vote Required

The Board recommends that stockholders vote “FOR” the approval of amendments to our Certificate of Incorporation to declassify the Board and provide for annual elections of all directors beginning at the 2027 annual meeting of stockholders. The proxy holders will vote all proxies received “FOR” approval of this proposal unless instructed otherwise. Approval of the proposal requires the affirmative vote of at least 80% of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors. Abstentions and broker non-votes will be counted as entitled to vote. Accordingly, abstentions and broker non-votes will have the effect of a vote “AGAINST” this proposal.

 

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IF PROPOSAL 1 IS APPROVED, THE ELECTION OF JOSEPH A. TATO AND KENNETH M. YOUNG AS CLASS I DIRECTORS OF THE COMPANY FOR A TERM OF TWO YEARS (PROPOSAL 2)

If Proposal 1 is approved and our board is re-classified, stockholders will vote to elect two directors to hold office for a two-year term expiring at the 2027 annual meeting of stockholders. In such event, the Board has recommended each of Joseph A. Tato and Kenneth M. Young for election as Class I directors under the transitional two-class structure described in Proposal 1 above, to serve until the 2027 annual meeting of stockholders or until his successor is duly elected and qualified or until his earlier death, resignation or removal. Both individuals currently serve as Class I directors under our current class structure, whose terms expire at the Annual Meeting. Each of Mr. Tato and Mr. Young have agreed to serve if elected. The Board has nominated these directors following the recommendation of the Governance Committee.

Information regarding the director nominees is set forth below under the heading “Information Regarding Directors and Director Nominees.”

Recommendation and Vote Required

The Board recommends that stockholders vote “FOR” the election of each of Joseph A. Tato and Kenneth M. Young. You may vote “FOR” both director nominees or withhold your vote for any or both of the director nominees. Subject to our majority voting requirements described below, director nominees are elected by a plurality of the votes cast by the shares of our common stock entitled to vote in the election of directors at a meeting of stockholders at which a quorum is present. Withheld votes and broker non-votes will not be counted as votes cast. As a result, withheld votes and broker non-votes will have no effect on the election of directors.

This means that the two director nominees who receive the most “FOR” votes (among votes properly cast in person or by proxy) will be elected. However, under our bylaws, any nominee for director is required to submit an irrevocable contingent resignation that will be effective if the majority of votes cast with respect to the director's election are not voted "FOR" his or her election. If a nominee for director does not receive a majority of the votes cast “FOR” his or her election, the Board will act on an expedited basis to determine whether to accept the resignation. We refer to this process herein as the “majority voting requirements”.

IF PROPOSAL 1 IS NOT APPROVED, THE ELECTION OF JOSEPH A. TATO AND KENNETH M. YOUNG AS CLASS I DIRECTORS OF THE COMPANY FOR A TERM OF THREE YEARS (PROPOSAL 3)

If Proposal 1 is not approved, stockholders will vote to elect two directors to hold office for a three-year term expiring at the 2028 annual meeting of stockholders. In such event, the Board has recommended each of Joseph A. Tato and Kenneth M. Young for election as Class I directors under our current class structure, to serve until the 2028 annual meeting of stockholders or until his successor is duly elected and qualified or until his earlier death, resignation or removal. Both individuals currently serve as Class I directors whose terms expire at the Annual Meeting. Each of Mr. Tato and Mr. Young have agreed to serve if elected. The Board has nominated these directors following the recommendation of the Governance Committee.

Information regarding the director nominees is set forth below under the heading “Information Regarding Directors and Director Nominees.”

Recommendation and Vote Required

The Board recommends that stockholders vote “FOR” the election of each of Joseph A. Tato and Kenneth M. Young as Class I Directors. You may vote “FOR” both director nominees or withhold your vote for any or both director nominees. Subject to our majority voting requirements described above, director nominees are elected by a plurality of the votes cast by the shares of our common stock entitled to vote in the election of directors at a meeting of stockholders at which a quorum is present. Withheld and broker non-votes will not be counted as votes cast. As a result, withheld votes and broker non-votes will have no effect on the election of directors.

 

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INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

The Board currently includes seven highly qualified directors with skills aligned to our business and strategy who bring significant value and diversity to the Company. The Board is comprised of the following members:

The Board currently consists of three classes of directors with each director serving a staggered three-year term. The Class I directors are Joseph A. Tato and Kenneth M. Young. The Class II directors are Alan B. Howe and Rebecca L. Stahl. The Class III directors are Henry E. Bartoli, Naomi L. Boness and Philip D. Moeller.

If Proposal 1 is approved, the Board will convert to a transitional structure consisting of two classes of directors, with the directors in the new Class I serving until our 2027 annual meeting of stockholders and the directors in the new Class II serving until our 2026 annual meeting of stockholders. If Proposal 1 is approved, the directors currently in Class I and Class III will be designated as Class I directors, and the directors currently in Class II will be designated as Class II directors.

Kenneth M. Young, a non-independent director, currently serves as Chairman of the Board. Because the Chairman is not an independent director, Alan B. Howe has been designated by the Board as Lead Independent Director in accordance with our Corporate Governance Principles.

Unless otherwise directed, the persons named as proxies on the enclosed proxy card intend to vote “FOR” the election of the nominees listed in this proxy statement. If any nominee should become unavailable for election, the shares will be voted for such substitute nominee as may be proposed by the Board. However, we are not aware of any circumstances that would prevent any of the nominees from serving as a director.

The following section provides information with respect to each nominee for election as a director and each director who will continue to serve as a director after the Annual Meeting. It includes the specific experience, qualifications and skills considered by the Governance Committee and the Board in assessing the appropriateness of the person to serve as a director (ages are as of April 1, 2025).

 

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Nominees

 

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Continuing Directors

 

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B. Riley Investor Rights Agreement

On April 30, 2019, we entered into an investor rights agreement (the “Investor Rights Agreement”) with B. Riley Financial, Inc. (together with its affiliates, “B. Riley”). Pursuant to the Investor Rights Agreement, B. Riley retains its right to nominate one director to serve on our Board so long as B. Riley continues to meet certain quantitative ownership thresholds with regard to our common stock. As of the date hereof, B. Riley has the right to nominate one member of our Board. The Investor Rights Agreement also provides pre-emptive rights to B. Riley with respect to certain future issuances of our equity securities.

 

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Summary of Director Core Competencies and Attributes

The Board provides effective and strategic oversight to support the best interests of us and our stockholders. The following chart summarizes the core competencies and attributes represented by each of the director nominees. More details on each director’s competencies are included in the director profiles on the previous pages.

 

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CORPORATE GOVERNANCE

Our corporate governance policies and structures provide the general framework for how we run our business. They demonstrate our commitment to ethical values, to strong and effective operations and to assuring continued growth and financial stability for our stockholders.

The corporate governance section on our website contains copies of our principal governance documents. It is found at www.babcock.com at “About B&W — Corporate — Investors — Corporate Governance” and contains the following documents:

Amended and Restated Bylaws

Corporate Governance Principles

Code of Business Conduct

Code of Ethics for Chief Executive Officer and Senior Financial Officers

Audit and Finance Committee Charter

Compensation Committee Charter

Governance Committee Charter

Related Party Transactions Committee Charter

Conflict Minerals Policy

Related Party Transactions Policy

Modern Slavery Transparency Statement

Tax Strategy Statement

Director Independence

The New York Stock Exchange (“NYSE”) listing standards require the Board to consist of at least a majority of independent directors, and our Corporate Governance Principles require the Board to consist of at least a majority of independent directors and at least 66% of independent directors who satisfy all NYSE listing standards for independence other than Section 303A.02(b)(iv) of the NYSE listed company manual. For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material relationship with us. The Board has established categorical standards, which conform to the independence requirements in the NYSE listing standards, to assist it in determining director independence. These standards are contained in the Corporate Governance Principles found on our website at www.babcock.com under “About B&W — Corporate — Investors — Corporate Governance — Governance Documents.”

Based on these independence standards, the Board has determined that each of Naomi L. Boness, Alan B. Howe, Philip D. Moeller, Rebecca L. Stahl and Joseph A. Tato are independent and meet our categorical standards. Kenneth M. Young and Henry E. Bartoli have been determined to not be independent due to their employment and consulting relationships with the Company, respectively.

In determining the independence of the directors, the Board considered transactions between us and other entities with which each of our directors are associated, including B. Riley, a significant stockholder of the Company. Those transactions are described below, as well as the related party transactions described under “Certain Relationships and Related Transactions” in this proxy statement. None of these transactions was determined to constitute a material relationship with us with respect to any director determined to be independent. B. Riley also entered into a consulting agreement with us from November 19, 2018 until September 20, 2024 in connection with Mr. Young’s service as our Chief Executive Officer.

 

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Board Function, Leadership Structure and Executive Sessions

The Board oversees, counsels and directs management in the long-term interest of us and our stockholders. The Board’s responsibilities include:

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overseeing the conduct of our business and assessing our business and enterprise risks, including cybersecurity and ESG risks;

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reviewing and approving our key financial objectives, strategic and operating plans, and other significant actions;

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overseeing the processes for maintaining the integrity of our financial statements and other public disclosures, and our compliance with law and ethics;

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evaluating CEO and senior management performance and determines executive compensation;

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planning for CEO succession and monitoring management’s succession planning for other key executive officers; and

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establishing our governance structure, including appropriate board composition and planning for board succession.

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The Board does not have a policy requiring either that the positions of Chairman and Chief Executive Officer should be separate or that they should be occupied by the same individual. The Board believes that this issue is properly addressed as part of the succession planning process and that it is in our best interests for the Board to make a determination on these matters when it elects a new Chief Executive Officer or Chairman of the Board or at other times consideration is warranted by circumstances. We currently have Mr. Young serving as our Chief Executive Officer and as our Chairman.

Pursuant to our Corporate Governance Principles, in the event the Chairman of the Board is not an independent director, the independent directors will annually appoint a Lead Independent Director with such responsibilities as the Board shall determine from time to time. If appointed, the Lead Independent Director has the following responsibilities:

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presides over all Board meetings at which the Chairman of the Board is not present and all executive sessions attended only by independent directors;

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serves as liaison between the independent directors and the Chairman of the Board and Chief Executive Officer (including advising the Chairman of the Board and Chief Executive Officer of discussions held during executive sessions of the non-employee and independent directors, as appropriate);

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reviews and approves the Board meeting agendas and meeting schedules to ensure that there is sufficient time for discussion of all agenda items;

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advises the Chairman of the Board and Chief Executive Officer regarding the quality, quantity and timeliness of information sent by management to the directors;

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has the authority to call meetings of the independent directors; and

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ensures that he or she is available for consultation and direct communication, as appropriate.

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Because the Chairman is not an independent director, the Board has designated Mr. Howe as Lead Independent Director. The Board believes that this leadership structure is appropriate for us at this time because it provides our Chairman with readily-available resources to manage the affairs of the Board. Our Chairman and Chief Executive Officer ensure that the views of the Board are taken into account as management carries out the business of the Company and vice-versa. Our independent directors, led by our Lead Independent Director, retain the opportunity to meet in executive session without management at the conclusion of each regularly scheduled Board meeting.

Director Nomination Process

Our Governance Committee is responsible for assessing the qualifications, skills and characteristics of candidates for election to the Board. The Board, after taking into account the assessment provided by our Governance

 

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Committee, is responsible for considering and recommending to stockholders the nominees for election as directors at each annual meeting. In making their assessments, the Governance Committee and the Board generally consider a number of factors, including each candidate’s:

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professional and personal experiences and expertise in relation to (1) our businesses and industries, and (2) the experiences and expertise of other Board members;

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integrity and ethics in his or her personal and professional life;

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professional accomplishment in his or her field;

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•

personal, financial or professional interests in any competitor, customer or supplier of ours;

​

•

preparedness to participate fully in Board activities and to devote sufficient time to carry out the duties as a director on the Board, including active membership on Board committees as requested and attendance at, and active participation in, meetings of the Board and the committee(s) of which he or she is a member, and a lack of other personal or professional commitments that would, in the Governance Committee’s sole judgment, interfere with or limit his or her ability to do so;

​

•

ability to contribute positively to the Board and any of its committees;

​

•

whether the candidate meets the independence requirements applicable to the Board and its committees established by the NYSE and the SEC;

​

•

whether the candidate meets the requirements of our Corporate Governance Principles, including the independence requirements set forth therein; and

​

•

all other information deemed relevant in the Governance Committee’s and the Board’s, as applicable, business judgment impacting the candidate’s service as a member of the Board and any of its committees, including a candidate’s professional and educational background, reputation, industry knowledge and business experience.

​

While the Board does not have a specific policy regarding diversity among directors, both the Governance Committee and the Board recognize the benefits of a diverse board and believe that any evaluation of potential director candidates should consider diversity as to gender, racial and ethnic background, age, cultural background, education, viewpoint and personal and professional experiences.

Our Governance Committee takes these same factors into account when assessing the performance and skills of an incumbent director being nominated for re-election. In the case of an incumbent director being nominated for re-election to the Board, our Governance Committee also considers the incumbent director’s attendance at meetings, contributions to the Board and its committees during and in between regularly scheduled meetings (as well as part of any working groups formed to assist management with strategic or other priorities), the contributions of the incumbent director based on the Board’s self-evaluation processes described below and the benefits associated with the institutional knowledge derived from the incumbent director’s prior service on the Board.

When the need for a new director arises (whether because of a newly created seat or vacancy), the Governance Committee and the Board proceed to identify a qualified candidate or candidates and to evaluate the qualifications of each candidate identified. Our Governance Committee and the Board generally solicit ideas for possible candidates from a number of sources — including members of the Board, our Chief Executive Officer and other senior executive officers, significant stockholders, individuals personally known to the members of the Board and independent director candidate search firms. Final candidates are generally interviewed by one or more members of our Governance Committee or other members of the Board before a decision is made.

In addition, any stockholder may nominate one or more persons for election as one of our directors at an annual meeting of stockholders if the stockholder complies with the notice, information and consent provisions contained in our Bylaws. See “Stockholders’ Proposals” in this proxy statement. Stockholder nominees are evaluated under the same standards as other candidates for board membership described above. In evaluating stockholder nominees, our Governance Committee and the Board may consider any other information they deem relevant, including (i) whether there are or will be any vacancies on the Board, (ii) the size of the nominating stockholder’s ownership of

 

11

 

our debt and equity interests, (iii) the length of time such stockholder has owned such interest and (iv) any statements by the nominee or the stockholder regarding proposed changes in our operation.

Our Bylaws provide for a plurality voting standard for directors. If a nominee for director in an uncontested election does not receive a majority of the votes cast “FOR” his or her election (not counting any withheld votes or broker non-votes as being cast), the Board will act on an expedited basis to determine whether to accept the resignation.

Overboarding Policy

Our non-employee directors are limited to serving on the boards of directors of not more than three total public companies, and our executive directors are limited to serving on the board of directors of two total public companies. All of our non-employee directors are instructed to advise the Chairman of the Board, the chairperson of the Governance Committee and the Company’s General Counsel in advance of accepting an invitation to serve on the board (or similar body) of another company. Additionally, our Chief Executive Officer and other executive officers of the Company must seek the approval of the Board before accepting membership on other public company boards. Exceptions to these limits shall be approved on a case-by-case basis by the Board. Each member of our Board is currently in compliance with our overboarding policy. Our Governance Committee reviews this policy periodically as part of its review of our Corporate Governance Principles.

Communication with the Board

Our stockholders or other interested persons may communicate directly with the Board and its independent members. Written communications to the independent members of the Board can be sent to the following address: Board of Directors (independent members), c/o Babcock & Wilcox Enterprises, Inc., Corporate Secretary’s Office, 1200 East Market Street, Suite 650, Akron, Ohio 44305. All such communications are forwarded to the independent directors for their review, except for communications that (1) contain material that is not appropriate for review by the Board based upon our Bylaws and the established practice and procedure of the Board, or (2) contain improper or immaterial information. Information regarding this process can be found in our Bylaws posted on our website at www.babcock.com under “About B&W — Corporate — Investors — Corporate Governance — Governance Documents.”

Board Orientation and Continuing Education

Each new director participates in an onboarding and orientation program developed and implemented with the oversight of the Governance Committee. This orientation includes information to familiarize new directors with the Company’s governance requirements, the structure and procedures of the Board and its committees on which the new director will serve, the Company’s industry, management structure, and significant operational, financial, accounting, risk management and legal issues, compliance programs, Code of Business Conduct, principal officers and internal and independent auditors. All directors are welcome to attend any of these orientation programs.

Directors are also required to participate in Company-sponsored and external continuing education programs at least once every two years. These programs are intended to help directors stay current on, among other topics, corporate governance and boardroom best practices, financial reporting practices, ethical issues confronting directors and management, and other similar matters. The Board believes it is appropriate for directors, at their discretion, to have access to educational programs related to their duties as directors on an ongoing basis to enable them to better perform their duties and to recognize and deal appropriately with issues as they arise. The Company provides appropriate funding for any such program in which a director participates.

Board Self-Evaluation Process

The Board and each of its committees conducts an annual evaluation, which includes a qualitative assessment by each director of the performance of the Board and each committee on which he or she serves. The Governance Committee oversees this evaluation and solicits comments from all directors. Each committee’s chairperson summarizes and reviews the responses with the members of his or her respective committees. Each committee chairperson then reports to the Board with an assessment of the performance of his or her respective committees as well as any suggestions for improvement. The chairperson of the Governance Committee summarizes and reviews with the Board the evaluation results for the Board.

 

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The Role of the Board in Succession Planning

The Board believes effective succession planning, particularly for the Chief Executive Officer, is important to the continued success of the Company. As a result, the Board periodically reviews and discusses succession planning with the Chief Executive Officer during executive sessions of Board meetings. The Compensation Committee assists the Board in the area of succession planning by reviewing and assessing the management succession planning process and reporting to the Board with respect to succession planning for the Chief Executive Officer and our other executive officers.

The Role of the Board in Risk Oversight

Effective risk oversight is a priority for the Board. While the Board oversees risk management, the Company’s management is charged with managing risk and bringing to the Board’s attention emerging risks as well as discussing the status of the long-term risks facing the Company. The Company’s management team facilitates the process of reviewing key external, strategic, operational and financial risks, including cybersecurity and ESG risks, as well as monitoring the effectiveness of risk mitigation. Information on the enterprise risk management program is presented to senior management and the Board. The Board, with independent leadership from the Lead Independent Director and working through its committees, proactively participates in the oversight of management’s actions. The Audit and Finance Committee assists the Board in fulfilling its oversight responsibility for financial reporting and meets as necessary (and in any event at least quarterly) with management to review material financial risk exposures. The Audit and Finance Committee also meets at least annually to review reports from management regarding all material risk exposures and to assess the steps taken by management to monitor and control these exposures. The Audit and Finance Committee presents its assessment of these risks and management’s mitigation initiatives, along with any recommendations, to the Board.

The Compensation Committee also assists the Board with this function by meeting as necessary with management to review and discuss the significant risks impacting our company that potentially affect executive compensation in a material way. The Compensation Committee assesses whether and how to assess these risks as part of our compensation programs in consultation with management and its outside compensation consultant, as more fully described in “Compensation Discussion and Analysis — Compensation Philosophy and Process.”

Insider Trading Policy and Procedures

We have adopted an insider trading policy governing, among other things, purchases, sales, and other dispositions involving our securities by all of our directors, officers, and employees. We believe our insider trading policy and procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations and the NYSE listing standards. Our insider trading policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Because our insider trading policy and procedures are designed to address transactions in B&W’s securities by our directors, officers, and employees, we do not have formal insider trading policies and procedures that govern our purchase of B&W’s securities.

Sustainability and the Environment

The Company is committed to helping preserve natural resources through responsible manufacturing practices and developing technologies which support our customers’ requirements to meet the growing demand for additional base-load power generation, to maintain the existing base-load fleet, to increase steam generation for industrial purposes, and to control criteria pollutants.

The Company is also a participant in the United Nations Global Compact, which the United Nations describes as “the world’s largest corporate sustainability initiative.” The United Nations Global Compact is a call to companies everywhere to align their operations and strategies with Ten Principles in the areas of human rights, labor, environment and anti-corruption. The United Nations Global Company involves more than 15,000 companies and 3,000 non-business signatories based in over 160 countries.

Although the Company does not currently report its greenhouse gas emissions, the Company has worked with industry experts to develop a greenhouse gas inventory management plan tailored for its global operations. This plan will help the Company establish a baseline for evaluating its operations and assist in identifying opportunities to achieve its emissions reduction goals. The Company’s formal environmental, social and governance report can be found on our website at www.babcock.com under About B&W — Corporate — Sustainability.

 

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Board of Directors and Its Committees

The Board met 16 times during 2024. All directors attended 80% or more of the meetings of the Board and of the committees on which they served during their respective periods of service in 2024. Directors are encouraged to make all reasonable efforts to attend the Annual Meeting. With the exception of Naomi L. Boness and Rebecca L. Stahl, all of our directors attended our 2024 annual meeting on May 15, 2024.

The Board currently has standing Audit and Finance, Compensation, Governance and Related Party Transactions Committees. The members of each of those committees are appointed by the Board, and each committee has a written charter approved by the Board. The current charter for each standing Board committee is posted on our website at www.babcock.com under “About B&W — Corporate — Investors — Corporate Governance — Governance Documents.”

The current members of the committees are identified below. NYSE listing standards require that all members of our Audit and Finance, Compensation, Governance and Related Party Transactions Committees be independent. The Board has affirmatively determined that each member of these committees is independent in accordance with NYSE listing standards.

Committee Composition:

Audit and Finance Committee:

Ms. Stahl (Chair),

Dr. Boness,

Mr. Howe and

Mr. Tato

The Audit and Finance Committee met nine times during 2024. The Audit and Finance Committee’s primary responsibility is to oversee our management’s execution of its responsibilities relating to the Company’s financial statements, systems of internal control and the financial reporting process. Management is also responsible to attest, as of December 31, 2024, to the effectiveness of the Company’s system of internal control over financial reporting in compliance with Section 404 of the Sarbanes-Oxley Act. Our independent registered public accounting firm is responsible for auditing those financial statements and the system of internal control over financial reporting.

The Audit and Finance Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The committee, among other things, also reviews and discusses our audited financial statements with management and the independent registered public accounting firm. The Audit and Finance Committee provides oversight of: (1) our financial reporting process and internal control system; (2) the integrity of our financial statements; (3) our compliance with legal and regulatory requirements; (4) the independence, qualifications and performance of our independent auditors; (5) the performance of our internal audit function; and (6) our financial structure and strategy. The Audit and Finance Committee also has oversight of the Company’s ethics and compliance program and receives regular reports on program effectiveness.

 

14

 

The Board has determined that each of Dr. Boness, Mr. Howe, Ms. Stahl and Mr. Tato qualify as “audit committee financial experts” within the definition established by the SEC. For more information on the backgrounds of these directors, see their biographical information under “Information Regarding Directors and Director Nominees.”

Compensation Committee:

Mr. Tato (Chair)*,

Mr. Moeller and

Ms. Stahl

The Compensation Committee met nine times during 2024. The Compensation Committee has overall responsibility for our executive and non-employee director compensation plans, policies and programs including our executive and management incentive compensation plans and our 2021 Long-Term Incentive Plan (the “2021 LTIP”).

The Compensation Committee has the authority to retain, terminate, compensate and oversee any compensation consultant or other advisors to assist the committee in the discharge of its responsibilities. The Compensation Committee may form and delegate authority to subcommittees consisting of one or more independent directors as the Compensation Committee deems appropriate. See the “Compensation Discussion and Analysis — Compensation Philosophy and Process” and “Compensation Discussion and Analysis — Key 2024 Compensation Decisions” sections of this proxy statement for information about our 2024 named executive officers (“NEOs”) compensation, including a discussion of the role of management and the compensation consultant.

Compensation Committee Interlocks and Insider Participation

No director who served as a member of the Compensation Committee during the year ended December 31, 2024 (Messrs. Howe, Moeller and Tato, and Ms. Stahl) (1) was during such year, or had previously been, an officer or employee of the Company or any of its subsidiaries, or (2) other than transactions in the ordinary course, had any material interest in a transaction of the Company or a business relationship with, or any indebtedness to, the Company. None of our executive officers have served as members of a compensation committee (or other board committee performing equivalent functions) or the board of directors of any other entity that has an executive officer serving as a member of the Board.

* Pursuant to the five consecutive year term limit set forth in the charter of the Compensation Committee, Mr. Howe stepped down from his position on the Compensation Committee in May 2024. Mr. Tato was appointed to the Compensation Committee and assumed the Compensation Committee Chair position in May 2024 in connection with this transition. Also pursuant to the five consecutive-year term limit set forth in the charter of the Compensation Committee, Mr. Moeller and Ms. Stahl are expected to step down from their positions on the Compensation Committee in September 2025.

Governance Committee:

Mr. Howe (Chair)*,

Mr. Moeller, and

Mr. Tato

The Governance Committee met four times during 2024. The primary responsibilities of the Governance Committee are to (1) identify individuals qualified to become Board members and recommend to the Board each year the director nominees for the next annual meeting of stockholders; (2) develop and recommend to the Board a set of corporate governance principles applicable to the Company; (3) oversee the annual evaluation of the Board and management, including the Chief Executive Officer in conjunction with our Compensation Committee; and (4) oversee the Company’s continuing education programs for the Board and the orientation program for new directors. The committee will consider individuals recommended by stockholders for nomination as directors in accordance with the procedures described under “Stockholders’ Proposals.” This committee also assists the Board with management succession planning and director and officer insurance coverage.

 

15

 

* Mr. Tato stepped down as Chair of the Governance Committee in May 2024 in connection with his appointment as Chair of the Compensation Committee as described above. Mr. Howe assumed the Governance Committee Chair position in May 2024 in connection with this transition. Both Mr. Tato and Mr. Howe remain on the Governance Committee.

Related Party Transactions Committee:

Mr. Tato (Chair),

Dr. Boness,

Mr. Howe,

Mr. Moeller and

Ms. Stahl

The Related Party Transactions Committee met nine times in 2024. The primary responsibility of the Related Party Transactions Committee is to review and approve or disapprove all related party transactions required to be disclosed under Item 404 of Regulation S-K in accordance with the Company’s Related Party Transactions Policy.

COMPENSATION OF DIRECTORS

The compensation reflected below summarizes the compensation earned by or paid to our directors who are not employed by us or any of our subsidiaries (“non-employee directors”) for services as members of the Board during fiscal year 2024. Directors who were also our employees did not receive any compensation for their service as directors. The compensation for Mr. Young, our Chief Executive Officer, is reported in the Summary Compensation Table below.

2024 Director Compensation Table

​

(1)

Represents the aggregate grant date fair value of stock awards granted to non-employee directors in 2024 computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For additional information on the valuation of our equity awards, see Note 20 to our audited financial statements for the fiscal year ended December 31, 2024, included in our annual report on Form 10-K for the year ended December 31, 2024. Messrs. Bartoli, Howe, Moeller, Tato, Ms. Stahl and Dr. Boness were each awarded restricted stock units with respect to 84,821 shares of our common stock on May 15, 2024 which are scheduled to vest on the earlier of May 15, 2025 or the date of the Company’s 2025 Annual Meeting. The grant date fair value of each such award of restricted stock units was $95,000.

​

(2)

Reflects compensation paid pursuant to Mr. Bartoli’s consultant agreement (described below). Includes the grant date fair value (calculated as described in footnote (1)) of 30,000 restricted stock units granted on January 4, 2024 (with a grant date value of $33,600) and $211,650 paid in cash.

​

Fees Earned or Paid in Cash

Under our current director compensation program, which was recommended by the Compensation Committee and approved by the Board, non-employee directors are eligible to receive an annual retainer of $85,000, paid in quarterly installments and prorated for partial terms.

 

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The chairs of Board committees, and any Lead Independent Director or Independent Chairman of the Board, received additional annual retainers, paid in quarterly installments, as follows (prorated for partial terms):

•

the chair of the Audit and Finance Committee: $20,000;

​

•

the chair of each of the Compensation, Governance and Related Party Transactions Committees: $10,000;

​

•

the Lead Independent Director (if any): $20,000; and

​

•

the Independent Chairman (if any): $100,000.

​

Stock Awards

In addition to the cash retainers provided to our directors, our practice has been for each non-employee director to receive an annual award of restricted stock units, with the number of units determined by dividing $95,000 by the closing price of our common stock on the grant date, rounded down to the nearest whole share (with such amount to be prorated for partial terms). Each restricted stock unit award is scheduled to vest on the earlier of one year after the date of the grant, the first annual meeting of our stockholders that occurs following the grant, or a change in control of the Company.

Under our 2021 LTIP, directors may elect to defer payment of all or a portion of their stock awards, but none of the directors elected to do so for 2024.

Stock Ownership Guidelines

Our Stock Ownership Guidelines require that each non-employee director own Company stock valued at five times the Company’s annual base retainer paid to the non-employee director or, if the non-employee director doesn’t satisfy such level of ownership, the non-employee director is required to hold (toward meeting the required level of ownership) at least half of the net shares acquired under any equity or equity-based award granted by the Company to the director. For this purpose, “net shares’ generally means the number of shares acquired by the non-employee director under the award after shares are sold or withheld to satisfy any applicable tax obligations arising in connection with the award and, in the case of shares acquired under a stock option, to satisfy the applicable option exercise price. Stock ownership that counts toward meeting the required level of ownership includes shares of Company stock owned outright by the individual or members of his or her family residing in the same household, shares subject to outstanding Company restricted stock and restricted stock unit awards granted to the individual, shares of Company stock held under a Company retirement plan for the benefit of the individual, and shares of Company stock held in a trust in which the individual has a pecuniary interest.

Outstanding Equity Awards

As of December 31, 2024, Mr. Bartoli is our only non-employee director who held outstanding stock options. Mr. Bartoli held options to acquire 3,639 shares of our common stock. As of December 31, 2024, Messrs. Howe, Moeller, Tato, Ms. Stahl, and Dr. Boness each held unvested restricted stock units with respect to 84,821 shares of our common stock, and Mr. Bartoli held unvested restricted stock units with respect to 128,174 shares of our common stock.

Consulting Arrangement with Henry E. Bartoli

Mr. Bartoli entered into a consulting agreement with The Babcock & Wilcox Company in November 2020, pursuant to which he initially provided services through December 31, 2021. The Babcock & Wilcox Company has entered into a series of amendments to the consulting agreement with Mr. Bartoli to extend the term of the agreement. Mr. Bartoli entered into a second amendment to his consulting agreement with The Babcock & Wilcox Company, effective January 1, 2024, pursuant to which he provided services through December 31, 2024. Mr. Bartoli entered into a third amendment to his consulting agreement with The Babcock & Wilcox Company, effective January 1, 2025, pursuant to which he will provide services through December 31, 2025, subject to earlier termination as provided in the consulting agreement. As consideration for his consulting services during 2024, Mr. Bartoli (1) received a $18,750 monthly fee, and (2) 30,000 restricted stock units awarded on January 4, 2024 that were scheduled to vest, subject to Mr. Bartoli’s continued service through the applicable vesting date, 50% on June 30, 2024 and 50% on December 31, 2024.

As consideration for his consulting services during 2025, Mr. Bartoli (1) receives a $12,500 monthly fee, and (2) 43,353 restricted stock units awarded on January 1, 2025 that are scheduled to vest, subject to Mr. Bartoli’s continued service through the applicable vesting date, 50% on each of June 30, 2025 and December 31, 2025.

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the beneficial ownership of our common stock by the following:

•

each stockholder who beneficially owns more than 5% of our common stock;

​

•

each current executive officer named in the 2024 Summary Compensation Table;

​

•

each of our directors; and

​

•

all of our executive officers, director nominees and directors as a group.

​

For the institutional beneficial owners listed below, we have based their respective number of shares of our common stock beneficially owned on the most recently reported Schedule 13D or 13G filed by such owners.

For the executive officers and directors listed below, we have based their respective number of shares of our common stock on the number of shares beneficially owned as of March 1, 2025. We have deemed shares of our common stock subject to stock options that are currently exercisable or exercisable within sixty (60) days of March 1, 2025 and shares of our common stock underlying RSUs that are releasable within sixty (60) days of March 1, 2025 to be outstanding and to be beneficially owned by the person holding the common stock, options, warrants or RSUs for the purpose of computing the percentage ownership of that person. The number of shares beneficially owned by each stockholder, director or officer is determined according to the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. The mailing address for each of the directors and executive officers is 1200 East Market Street, Suite 650, Akron, Ohio 44305.

​

*

Less than 1%

​

(1)

Calculated based on the 98,404,024 shares outstanding on March 10, 2025.

​

(2)

As reported on the Schedule 13D and Schedule 13D/A filed with the SEC on April 2, 2025. The reporting person’s address is 11100 Santa Monica Boulevard, Suite 800, Los Angeles, CA 90025.

​

 

18

 

(3)

As reported on the Schedule 13G filed with the SEC on September 30, 2024. The reporting person’s address is P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.

​

(4)

As reported on the Schedule 13G/A filed with the SEC on February 12, 2024. The reporting person’s address is 1290 Avenue of the Americas, New York, New York 10104.

​

(5)

Includes 241,745 shares held by the Kenneth B. Young Revocable Trust over which Mr. Young may be deemed to hold voting or dispositive power.

​

(6)

Includes 2.25 shares of common stock held in the B&W Thrift Plan.

​

(7)

Includes 329.793 shares of common stock held in the B&W Thrift Plan.

​

(8)

Includes 72,606 shares held by the Alan & Penny Trust and 13,000 held in Mr. Howe’s individual retirement account over which Mr. Howe may be deemed to hold voting or dispositive power.

​

 

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Pursuant to our Code of Business Conduct, all employees who have, or whose immediate family members have, any direct or indirect financial or other participation in any business that competes with us, supplies goods or services to us, or is our customer, are required to disclose to us and receive written approval from our Corporate Ethics and Compliance department prior to transacting such business. Our employees are expected to make reasoned and impartial decisions in the workplace. As a result, approval of the business is denied if we believe that the employee’s interest in such business could influence decisions relative to our business, or have the potential to adversely affect our business or the objective performance of the employee’s work. Our Corporate Ethics and Compliance department implements our Code of Business Conduct and related policies, and the Audit and Finance Committee of the Board is responsible for overseeing our Ethics and Compliance Program, including compliance with our Code of Business Conduct. Our Governance Committee is responsible for reviewing the professional occupations and associations of the Board members, who are also responsible for complying with our Code of Business Conduct. We also maintain a written Related Party Transactions Policy, which establishes a framework for evaluation and approval or disapproval of transactions that would require disclosure pursuant to Item 404 of Regulation S-K, including any related party transactions involving any director or director nominee, executive officer or beneficial owner more than 5% of our common stock. Our Related Party Transactions Committee is responsible for reviewing and approving or disapproving transactions under the Related Party Transactions Policy.

We enter into an indemnification agreement with each of our directors and executive officers. Under the terms of the agreement, we agree to indemnify the indemnified person, to the fullest extent permitted by Delaware law, from claims and losses arising from their service to the Company (other than certain claims brought by the indemnified party against us or any of our officers and directors). The agreement also provides each indemnified person with expense advancement to the extent the expenses arise from, or might reasonably be expected to arise from, an indemnifiable claim and contains additional terms meant to facilitate a determination of the indemnified person’s entitlement to such benefits.

Mr. Young, our Chairman and Chief Executive Officer, served as the President of B. Riley from July 2018 to September 2024. Mr. Young also served as the Chief Executive Officer of B. Riley Principal Investment, an affiliate of B. Riley Financial, Inc., from October 2016 to September 2024.

From November 2018 until September 20, 2024, the services of Mr. Young as Chief Executive Officer of the Company were provided by B. Riley pursuant to a consulting agreement with BRPI Executive Consulting, LLC (“BRPI LLC” and such consulting agreement, the “BRPI Consulting Agreement”), an affiliate of B. Riley. The Company and BRPI LLC agreed on September 20, 2024 that the term of such services to the Company under the BRPI Consulting Agreement would terminate as of that date. We made total payments of $500,000 to BRPI LLC in 2024 pursuant to the BRPI Consulting Agreement. In 2022, the Company paid BRPI LLC a $1,000,000 retention bonus (for the services of BRPI LLC and Mr. Young) that was scheduled to vest in 36 monthly installments beginning March 2022 and ending with February 2025. Such award fully vested based on the services provided by BRPI LLC and then the services provided by OpenSky, LLC and Mr. Young through February 2025 vesting date, and BRPI LLC agreed to pay Mr. Young the portion of the retention bonus that corresponded to the period of time services were provided to the Company directly by OpenSky, LLC or Mr. Young.

On September 20, 2024, the Company entered into an Independent Contractor Agreement (the “OpenSky Consulting Agreement”) with OpenSky, LLC (“OpenSky”), an entity wholly-owned by Mr. Young. The OpenSky Consulting Agreement provided for Mr. Young’s continued service as the Company’s Chief Executive Officer commencing with the termination of the services pursuant to the BRPI Consulting Agreement on September 20, 2024 and continuing through December 31, 2028 (subject to earlier termination by either party giving at least 30 days’ advance notice of termination to the other party). The OpenSky Consulting Agreement provided that, while Mr. Young was serving as the Company’s Chief Executive Officer during the term of the OpenSky Consulting Agreement, the Company would pay OpenSky a consulting fee at an annual rate of $800,000. If the Company terminated Mr. Young’s services under the OpenSky Consulting Agreement before December 31, 2028 and other than due to a breach of the agreement by Mr. Young, the Company would continue to pay the consulting fee to OpenSky through December 31, 2028 as though Mr. Young’s services had not been terminated. The OpenSky Consulting Agreement also provided that the Company would pay OpenSky a signing bonus of $800,000, and OpenSky agreed to pay a pro-rata portion of such amount back to the Company if, during the three-year period following September 20, 2024, the Company terminated Mr. Young’s services for cause or Mr. Young voluntarily terminated his services with the Company. In addition and as described in the “Compensation Discussion and Analysis — Other Outstanding Retention Awards” section below, in March 2024 the Company paid the Senior Debt Refinancing in January 2024. On November 8, 2024, the Company entered into an Executive Employment Agreement with Mr. Young (as summarized below under “Compensation of

 

20

 

Executive Officers — Employment Agreement and Severance Arrangements” and “Potential Payment Upon Termination or Change in Control”) to take effect December 1, 2024. The Executive Employment Agreement with Mr. Young terminated the OpenSky Consulting Agreement as of December 1, 2024. We made total payments of $1,300,000 to OpenSky in 2024 pursuant to the OpenSky Consulting Agreement, and no additional amounts are payable as a result of the termination of that agreement.

 

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DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of our voting stock, to file reports of ownership and changes in ownership of our equity securities with the SEC and the NYSE. Directors, executive officers and more than 10% holders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of those forms furnished to us, or written representations that no forms were required, we believe that, during the year ended December 31, 2024, all Section 16(a) filing requirements applicable to our directors, executive officers and more than 10% beneficial owners were satisfied, other than one late Form 4 relating to one transaction covering the vesting of restricted stock units on November 1, 2024, as filed on behalf of Kenneth M. Young on November 13, 2024

 

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APPROVAL OF AMENDMENTS TO OUR CERTIFICATE OF INCORPORATION TO REMOVE PROVISIONS THAT REQUIRE THE AFFIRMATIVE VOTE OF HOLDERS OF AT LEAST 80% OF THE VOTING POWER TO APPROVE CERTAIN AMENDMENTS TO THE CERTIFICATE OF INCORPORATION AND BYLAWS (PROPOSAL 4)

General

The Board has recommended and is seeking stockholder approval for amendments to our Certificate of Incorporation that would remove provisions that require the affirmative vote of holders of at least 80% of the voting power of the Company’s outstanding stock to approve certain amendments to our Certificate of Incorporation and Bylaws (the “supermajority vote requirement”) described below, and replace this requirement with a majority vote requirement. Currently, Article FIFTH of our Certificate of Incorporation requires the affirmative vote of the holders of at least 80% of the voting power of the Company’s outstanding stock entitled to vote thereon to amend, modify or repeal Article FIFTH or Article SIXTH of our Certificate of Incorporation. In addition, Article FIFTH (e) of our Certificate of Incorporation requires the affirmative vote of the holders of at least 80% of the voting power of the Company’s outstanding stock entitled to vote generally in the election of directors to amend, modify or repeal the Company’s Bylaws or to adopt new bylaws.

The Board recognizes that a majority voting standard for effecting changes to our Certificate of Incorporation and Bylaws increases the ability of stockholders to participate in the governance of the Company and aligns the Company with recognized best practices in corporate governance.

Summary of Principal Changes

If the proposal is approved, the Company intends to file an amendment to our Certificate of Incorporation with the Secretary of State of Delaware, reflecting the elimination of all supermajority vote requirements for amending our Certificate of Incorporation and Bylaws. As a result, at future meetings of stockholders, the affirmative vote of the holders of a majority of the voting power of the Company’s outstanding stock entitled to vote on such matter will be required to amend all provisions of our Certificate of Incorporation and Bylaws. This description of the proposed amendments to our Certificate of Incorporation is only a summary of those amendments and is qualified in its entirety by reference to, and should be read in conjunction with, the full text of Article FIFTH of our Certificate of Incorporation, marked to show the proposed amendment, a copy of which is attached to this proxy statement as Appendix C. If adopted, the amendments to our Certificate of Incorporation will become effective upon filing of the amended Certificate of Incorporation with the Secretary of State of Delaware, which is expected to occur promptly following the stockholder vote. If the amendments to our Certificate of Incorporation are approved by stockholders and become effective, the Board expects to approve certain conforming amendments to our Bylaws to remove all supermajority vote requirements for amending the Bylaws.

Recommendation and Vote Required

The Board recommends that stockholders vote “FOR” the approval of amendments to our Certificate of Incorporation that would remove the supermajority voting requirements to approve certain amendments to our Certificate of Incorporation and our Bylaws. The proxy holders will vote all proxies received “FOR” approval of this proposal unless instructed otherwise. Approval of the proposal requires the affirmative vote of at least 80% of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors. Abstentions and broker non-votes will be counted as entitled to vote. Accordingly, abstentions and broker non-votes will have the effect of a vote “AGAINST” this proposal.

 

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RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR YEAR ENDING DECEMBER 31, 2025 (PROPOSAL 5)

The Audit and Finance Committee has approved the Company’s decision to appoint BDO USA, P.C. (“BDO”) to serve as the independent registered public accounting firm to audit our financial reporting and internal control over our financial statements for the year ending December 31, 2025. Although we are not required to seek stockholder approval of this appointment, we intend to seek stockholder approval of our registered public accounting firm annually. No determination has been made as to what action the Audit and Finance Committee would take if our stockholders fail to ratify the appointment. Even if the appointment is ratified, the Audit and Finance Committee retains discretion to appoint a new independent registered public accounting firm at any time if the Audit and Finance Committee concludes such a change would be in our best interests. We expect that representatives of BDO and Deloitte & Touche LLP (“Deloitte”) will be present at the Annual Meeting and will have an opportunity to make a statement if they desire to do so and to respond to appropriate questions.

For the years ended December 31, 2024 and December 31, 2023, we paid Deloitte fees, including expenses and taxes, totaling $6,950,107 and $4,877,167 respectively, which are categorized below.

​

(1)

The 2024 fees include $1,235,681 that related to the audit for the year ended December 31, 2023

​

It is the policy of our Audit and Finance Committee to pre-approve all audit engagement fees, terms and services and permissible non-audit services to be performed by our independent registered public accounting firm.

Annually, the independent registered public accounting firm and the Chief Financial Officer present to the Audit and Finance Committee the anticipated services to be performed by the firm during the year. The Audit and Finance Committee reviews and, as it deems appropriate, pre-approves those services. The separate Audit, Audit-Related, Tax and All Other services and estimated fees are presented to the Audit and Finance Committee for consideration. The Audit and Finance Committee reviews on at least a quarterly basis the proposed services and fees for additional services that have occurred and are outside the scope of the services and fees initially pre-approved by the Audit and Finance Committee. In order to respond to time-sensitive requests for services that may arise between regularly scheduled meetings, the Audit and Finance Committee has granted authority to the Audit and Finance Committee Chair to pre-approve specific audit, audit-related, tax and other services and individual and aggregate fees for such services. The Audit and Finance Committee did not approve any audit, audit-related, tax or other services pursuant to the de minimis exception described in Section 10A(i)(1)(B) of the Exchange Act.

As previously reported in our Current Report on Form 8-K, on April 4, 2025, the Company, with the approval of the Audit and Finance Committee of the Board of Directors of the Company, dismissed Deloitte and notified Deloitte of its dismissal and decision to change its independent registered public accounting firm.

Deloitte’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023 did not contain any adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except for an explanatory paragraph in its report for the fiscal year ended December 31, 2024 regarding the substantial doubt about the Company’s ability to continue as a going concern.

 

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During the Company’s fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through April 4, 2025, there were: (i) no disagreements (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Deloitte on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Deloitte’s satisfaction, would have caused Deloitte to make reference thereto in their reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K, except for the material weaknesses in the Company’s internal control over financial reporting as reported in Item 9A of Part II of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025, related to (1) maintaining an effective control environment based on the criteria established in the Committee of Sponsoring Organizations (“COSO”) Framework, (2) maintaining effective risk assessment based on the criteria established in the COSO Framework, (3) maintaining effective control activities based on the criteria established in the COSO Framework, (4) generating and providing quality information and communication activities based on the criteria established in the COSO Framework and (5) designing and implementing monitoring activities based on the criteria established in the COSO Framework.

Recommendation and Vote Required

The Board recommends that stockholders vote “FOR” the ratification of the decision of our Audit and Finance Committee to appoint BDO USA, P.C. as our independent registered public accounting firm for the year ending December 31, 2025. 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 the votes cast on the matter. Abstentions will not be considered as votes cast and, as a result, will not have any effect on the proposal. Because the ratification of the appointment of the independent auditor is considered a "routine" matter, there will be no broker non-votes with respect to this proposal.

 

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AUDIT AND FINANCE COMMITTEE REPORT

The following report of the Audit and Finance Committee shall not be deemed to be “soliciting material” or to otherwise be considered “filed” with the SEC or be subject to Regulation 14A or 14C (other than as provided in Item 407 of Regulation S-K) or to the liabilities of Section 18 of the Exchange Act, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 (the “Securities Act”), except to the extent that the Company specifically incorporates it by reference into such filing.

As described more fully in its charter, the purpose of the Audit and Finance Committee is to assist the Board in its oversight of the Company’s financial reporting process, internal control system and audit functions. The Audit and Finance Committee also provides oversight of (i) the Company’s compliance with legal and regulatory financial requirements; (ii) the Company’s guidelines, policies and processes to assess and manage the Company’s exposure to risks in general, including financial risks; (iii) the Company’s financial strategies and capital structure; and (iv) the Company’s ethics and compliance program. Our principal responsibility is one of oversight. The Company’s management is responsible for the preparation, presentation and integrity of its financial statements and Deloitte, the Company’s independent registered public accounting firm, is responsible for auditing and reviewing those financial statements. Deloitte reports directly to the Audit and Finance Committee, which is responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm.

In this context, we have reviewed and discussed the Company’s audited consolidated financial statements for the year ended December 31, 2024 with the Company’s management and Deloitte. This review included discussions with Deloitte regarding those matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, issued by the Public Company Accounting Oversight Board. In addition, we received from Deloitte the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte’s communications with the Audit and Finance Committee concerning independence and discussed with Deloitte their independence from the Company and its management. We also considered whether the provision of non-audit services to the Company is compatible with Deloitte’s independence.

Based on these reviews and discussions and the reports of Deloitte, the Audit and Finance Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the Securities and Exchange Commission.

The Audit and Finance Committee

Rebecca L. Stahl (Chair)

Naomi L. Boness

Alan B. Howe

Joseph A. Tato

 

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APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION (PROPOSAL 6)

We are asking stockholders to approve an advisory resolution to approve our named executive officer (“NEO”) compensation as reported in this proxy statement as follows:

RESOLVED, that the stockholders of Babcock & Wilcox Enterprises, Inc. approve, on an advisory basis, the compensation of its named executive officers, as such compensation is disclosed pursuant to Item 402 of Regulation S-K in this proxy statement, including under the sections entitled “Compensation Discussion and Analysis” and “Compensation of Named Executive Officers.”

It is our belief that our ability to hire, retain and motivate executive officers 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 equity awards that have a value dependent on the fair market value of our common stock.

As a result, our executive compensation is structured in the manner that we believe best serves the interests of the Company and its stockholders. We encourage stockholders to read the “Compensation Discussion and Analysis” section of this proxy statement, which provides a more thorough review of our executive compensation philosophy and how that philosophy has been implemented. We have given considerable attention to how, why and what we pay our executives, which reflects input from our stockholders. Recognizing that no single compensation structure will completely satisfy all stockholders, we believe that our executive compensation is reasonable and provides appropriate incentives to our executives to achieve results that we expect to drive stockholder value without encouraging them to take excessive risks in their business decisions.

Effect of Proposal

The resolution to approve our NEO compensation is not binding on us, the Board or our Compensation Committee. Accordingly, even if the resolution is approved, the Board and Compensation Committee retain discretion to change executive compensation from time to time if it concludes that such a change would be in the best interest of the Company and its stockholders. No determination has been made as to what action, if any, would be taken if our stockholders fail to approve NEO compensation. However, the Board and our Compensation Committee value the opinions of stockholders on important matters such as executive compensation and expect to carefully consider the results of this advisory vote when evaluating our executive compensation programs.

Advisory votes to approve NEO compensation are currently scheduled to be held once every year. The next advisory vote to approve NEO compensation is expected to occur at our 2026 annual meeting of stockholders.

Recommendation and Vote Required

The Board recommends that stockholders vote “FOR” the approval of named executive officer 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 the shares present in person or represented by proxy at the meeting and entitled to vote on the matter. Accordingly, abstentions will have the effect of a vote against this proposal. Broker non-votes will not be considered as entitled to vote on this proposal, even though they are considered present for purposes of determining a quorum and may be entitled to vote on other matters. As a result, broker non-votes will not have any effect on this proposal.

 

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COMPENSATION DISCUSSION AND ANALYSIS

Table of Contents

•

Executive Summary

​

•

We are Committed to Compensation Best Practices

​

•

Compensation Philosophy and Process

​

•

Key 2023 Compensation Decisions

​

•

Other Compensation Practices and Policies

​

Executive Summary

2024 PERFORMANCE

For 2024, consolidated revenues were $717.3 million, which remained stable compared to 2023. Net loss from continuing operations in 2024 was $73.0 million compared to a net loss from continuing operations of $75.8 million in 2023. Operating income in 2024 was $25.1 million, compared to operating income of $16.6 million in 2023 and consolidated Adjusted EBITDA was $68.9 million, an increase of 13% compared to $60.8 million in 2023. Total bookings in 2024 were $889.6 million, a 39% increase compared to full year 2023 bookings, and backlog at December 31, 2024 was $540.1 million, a 47% increase compared to December 31, 2023. Additional information regarding adjusted EBITDA, a non-GAAP financial measure, can be found in Appendix A.

We believe that expected industry tailwinds provide a strong foundation to grow in 2025 and beyond as we continue to drive for higher margins and improved cash flows. Overall, we continue to see strong demand for our diverse portfolio of technologies, and we expect this will further drive increases to our backlog and bookings. We also remain dedicated to our development, engineering and construction activities around our several BrightLoop projects and are intently focused on our strategic investments to enhance our ClimateBright decarbonization platform and BrightLoop hydrogen generation technology.

2024 PAY-FOR-PERFORMANCE

Our executive compensation programs are based on a strong alignment between pay and performance. Decisions by the Compensation Committee of the Board, which we refer to in this discussion as the “Compensation Committee,” in 2024 also took into account prior feedback from our stockholders and concern for retention of key personnel while we address operational issues.

The strong alignment between pay and performance in our executive compensation program is reflected in the payout amounts under our cash incentive program. We again did not perform as expected in 2024. For the seventh year in a row, no payment was earned under the financial component of the annual cash incentive program.

MANAGEMENT OVERVIEW

Compensation decisions for our NEOs are made by the Compensation Committee. Key features of our executive compensation program for the NEOs are outlined in this “Compensation Discussion and Analysis”.

 

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The following five executive officers are our NEOs for 2024, each of whom was still serving as an executive officer as of December 31, 2024.

​

*

Mr. Salamone stepped down as the Company’s Executive Vice President and CFO effective December 31, 2024. Cameron Frymyer was appointed as the Company’s Executive Vice President and CFO effective January 1, 2025. Mr. Morgan served as the Company’s Chief Operating Officer for all of 2024 and became our Executive Vice President and Chief Commercial Officer on January 1, 2025. Mr. Riker served as the Company’s Sr. Vice President, Thermal Energy for all of 2024 and became our Executive Vice President and Chief Operating Officer on January 1, 2025.

​

THIRD-PARTY COMPENSATION ARRANGEMENTS

Mr. Young served as our Chief Executive Officer for all of 2024. However, as described under “Certain Relationships and Related Transactions” above, for a portion of 2024 we were party to contractual arrangements with third parties with respect to Mr. Young’s services.

Until September 20, 2024, Mr. Young received his salary and benefits from B. Riley Financial, Inc. and its affiliates and we paid BRPI LLC $62,500 per month for Mr. Young’s services as Chief Executive Officer pursuant to the BRPI Consulting Agreement. In 2022, the Company paid BRPI LLC a $1,000,000 retention bonus that was scheduled to vest in 36 monthly installments beginning March 2022 and ending with February 2025. In connection with the September 2024 termination of the services under the BRPI Consulting Agreement, BRPI LLC agreed to pay the then-unvested portion of the retention bonus ($250,002) to OpenSky or Mr. Young as such portion of the retention bonus would continue to vest based on their provision of services to the Company. Effective September 20, 2024, the Company paid OpenSky $66,666.66 per month for Mr. Young’s services as Chief Executive Officer pursuant to the OpenSky Consulting Agreement. The OpenSky Consulting Agreement also provided that the Company would pay OpenSky a signing bonus of $800,000, and OpenSky agreed to pay a pro-rata portion of such amount back to the Company if, during the three-year period following September 20, 2024, the Company terminated Mr. Young’s services for cause or Mr. Young voluntarily terminated his services with the Company. On November 8, 2024, the Company entered into an Executive Employment Agreement with Mr. Young (as summarized below under “Compensation of Executive Officers — Employment Agreement and Severance Arrangements” and “Potential Payment Upon Termination or Change in Control”) to take effect December 1, 2024. The Executive Employment Agreement with Mr. Young terminated the OpenSky Consulting Agreement as of December 1, 2024.

2024 SAY-ON-PAY VOTE

At our 2024 annual meeting, over 96.3% of the votes cast on our advisory vote to approve NEO compensation were cast in favor of our executive compensation program. We consider this to be a strong affirmation that our stockholders support our executive compensation program. We hope to continue to achieve high levels of support in future votes and intend to continue our efforts to engage with our stockholders for their views on our compensation programs.

 

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KEY 2024 PROGRAM ELEMENTS

The main elements of our 2024 executive compensation program, a description of each element, and an explanation as to why we pay each element, are provided below (although not all NEOs received some or all of these compensation elements, as discussed above):

 

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We Are Committed to Compensation Best Practices

The Compensation Committee believes that our executive compensation program follows best practices aligned to stockholder interests, summarized below:

OUR COMPENSATION PHILOSOPHY

We emphasize pay-for-performance, rewarding those who achieve or exceed their goals, and we use annual cash incentives and equity or other long-term incentives to drive for strong results for our stockholders.

Our compensation program is designed to:

•

Incent and reward annual and long-term performance;

​

•

Set rigorous, but motivating goals;

​

•

Align interests of our executives with our stockholders; and

​

•

Attract and retain well-qualified executives.

​

The Compensation Committee generally works with management to help ensure the compensation program aligns with industry standards and has a balanced design that will achieve the desired objectives.

The roles and the responsibilities of the Compensation Committee, management and our independent compensation consultant for 2024 are summarized here.

Compensation Committee (Three Independent Directors)

•

Established and implemented our executive compensation philosophy;

​

 

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•

Aimed to ensure the total compensation paid to our NEOs was fair and competitive, and motivated high performance; and

​

•

Subscribed to a “pay-for-performance” philosophy when designing executive compensation programs that intended generally to place a substantial portion of each executive’s target compensation “at risk” and make it performance-based, where the value of one or more elements of compensation was tied to the achievement of financial or other measures we considered important drivers in the creation of stockholder value.

​

B&W Management

•

Prepared information and materials for the Compensation Committee relevant to matters under consideration by the Compensation Committee;

​

•

Mr. Young provided recommendations regarding compensation of certain of the other NEOs; and

​

•

As requested by the Compensation Committee, Mr. Young and senior human resources personnel attended Compensation Committee meetings and provided input on our executive compensation program (other than their own compensation levels).

​

Consultant to our Compensation Committee

In 2024, we hired Willis Towers Watson (WTW) as an independent compensation consultant to:

•

Provide the Compensation Committee with information and advice on the design and structure of executive and director compensation;

​

•

Provide market survey data for comparative market analysis (competitive market data for the Compensation Committee’s executive compensation decisions is drawn from the WTW Executive Compensation Survey). The Committee considers the WTW Executive Compensation Survey generally, to inform its business judgment, does not set compensation levels at any particular benchmark level against the survey data, and considers the survey data generally without particular focus on any one specific company or group of specific companies included in the survey data;

​

•

Advise the Compensation Committee on external market factors and evolving compensation trends; and

​

•

Provide the Company assistance with regulatory compliance and changes regarding compensation matters.

​

During 2024, management engaged WTW to perform other broad-based compensation and benefits consulting work for the Company. Although the Compensation Committee did not specifically approve these other engagements, the Compensation Committee has reviewed the other services provided by WTW and, after consideration of such services and other factors prescribed by the SEC for purposes of assessing the independence of compensation advisors, has determined that no conflicts of interest exist between the Company and WTW (or any individuals working on the Company’s account on WTW’s behalf). During 2024, WTW received $338,383 in fees for providing services to the Company for work other than with respect to executive and director compensation, and WTW received $41,623 for its services with respect to executive and director compensation.

Plan Design and Risk Management

We subscribe to a “pay-for-performance” philosophy. As such:

Incentive Compensation Tied to Performance — Generally, our participating NEOs’ annual cash incentive compensation is “at risk,” with the value tied to the achievement of financial and other measures we consider important drivers of stockholder value.

•

Equity Incentive Compensation Subject to Forfeiture for Certain Acts — The Compensation Committee may generally terminate outstanding equity awards if the recipient (1) is convicted of a misdemeanor involving fraud, dishonesty or moral turpitude or a felony, or (2) engages in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of the Company.

​

•

Annual and Equity Compensation Subject to Clawbacks — Incentive compensation awards include provisions allowing us to recover excess amounts in accordance with our clawback policy (discussed below).

​

 

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•

Stock Ownership Guidelines — Our executive officers and directors are subject to stock ownership guidelines, which help to promote longer-term perspectives and align the interests of our executive officers and directors with those of our stockholders.

​

The Compensation Committee reviewed the risks and rewards associated with our compensation programs. The programs were designed with features that mitigate risk without diminishing the incentive nature of the compensation.

We believe our compensation programs encourage and reward prudent business judgment and appropriate risk- taking over the short term and the long term. Management and the Compensation Committee do not believe any of our compensation policies and practices create risks that are reasonably likely to have a material adverse effect on us.

Key 2024 Compensation Decisions

BASE SALARIES

The Compensation Committee believes that the payment of a competitive base salary is a necessary element of any compensation program. Base salary levels also affect short-term cash incentive compensation because each NEO’s target opportunity is expressed as a percentage of base salary.

In setting base salaries, the Compensation Committee considers comparability to compensation practices and compensation data from companies with whom we compete for executive talent from the engineering and construction, aerospace and defense, heavy electrical equipment and industrial machinery industries, our financial resources, our contractual obligations to our NEO’s and certain third party service providers, as well as the level of experience and expertise of individuals. No particular weight is assigned to any individual item.

The following table shows the 2024 annual base salary approved by the Compensation Committee for each of the NEOs.

The 2024 salary increases for our NEOs were approved by the Compensation Committee in its judgment, taking into account the factors noted above.

As discussed above, Mr. Young received his annual salary from B. Riley Financial, Inc. and its affiliates and OpenSky, LLC for the period from January through November 2024, and Mr. Young was employed directly by us beginning December 1, 2024.

ANNUAL CASH INCENTIVES

The Compensation Committee believes that providing an annual cash incentive opportunity is an important element of any compensation program, which motivates management to achieve thoughtfully determined strategic objectives, including financial performance objectives.

Annual Cash Incentive Plan

Our NEOs were provided a performance bonus opportunity under our Annual Cash Incentive Plan (the “AIP”) for 2024.

Adjusted EBITDA was selected as the only metric under the AIP for 2024 because of the importance that the Board and management placed on growing earnings.

 

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Each NEO had a “target” bonus opportunity (expressed as a percentage of the NEO’s annual base salary) under the AIP. If the Company’s 2024 adjusted EBITDA (determined after taking into account the payment of bonuses) was at a “threshold”, “target” or “maximum” level of performance, 25%, 100%, 120%, respectively, of each NEO’s target bonus level would be paid, with payment determined on a straight-line basis for performance between these levels, and no payment made if performance fell below the threshold level.

In setting target bonus opportunities, the Compensation Committee considers, among other things, comparability to compensation practices and compensation data from companies with whom we compete for executive talent from the engineering and construction, aerospace and defense, heavy electrical equipment and industrial machinery industries, our financial resources, our contractual obligations to our NEO’s and certain third party service providers, as well as the level of experience and expertise of individuals. No particular weight is assigned to any individual item. The Compensation Committee set the following target bonus levels for our NEOs under the 2024 AIP: Mr. Young — $750,000, Mr. Salamone — $393,750, Mr. Morgan — $192,500, Mr. Dziewisz — $157,500, and Mr. Riker — $148,750.

The Compensation Committee believes that our forecasting process produces rigorous goals that are challenging, yet attainable if the businesses perform as expected. As a result, the Compensation Committee set the threshold, target and maximum levels of adjusted EBITDA (determined after taking into account the payment of bonuses) for purposes of the 2024 AIP at $101 million, $110 million, and $112 million, respectively.

In early 2025, our Compensation Committee reviewed our 2024 financial performance results and determined that for purposes of our AIP, our adjusted EBITDA was $68.9 million (additional information regarding adjusted EBITDA can be found in Appendix A). Accordingly, we did not achieve the threshold adjusted EBITDA goal for 2024 under the AIP, and as a result the 2024 AIP payout percentage was determined to be 0% for all participants.

LONG-TERM CASH INCENTIVE AWARDS

On May 02, 2023, the Compensation Committee approved and established a long-term cash incentive structure for certain eligible employees including all of the NEOs. On May 6, 2024 the Compensation Committee terminated the 2023 long-term cash incentive plan and replaced it with a 2024 long-term cash incentive plan to better align with the Compensation Committee’s views of the Company’s performance at that time. The 2024 long-term cash incentive plan is designed to incentivize growth in our adjusted EBITDA over the two-year performance period covered by the awards (2024 and 2025). Each recipient of a long-term cash incentive award has a bonus opportunity based 50% on our adjusted EBITDA for 2024 and 50% on our adjusted EBITDA for 2025. The adjusted EBITDA goal for the portion of the long-term cash incentive awards for our NEOs corresponding to 2024 was $100 million. In addition, the awards promote retention of key employees as the recipient will only earn a bonus if the recipient remains employed with the Company or one of its subsidiaries through December 31, 2026 (except that the Compensation Committee may pay up to half of any such bonus opportunity corresponding to 2024 or 2025 following the end of that year). The total long-term cash incentive opportunity for each of our NEOs is as follows: Kenneth M. Young — $1,500,000; Jimmy B. Morgan — $1,100,000; Louis Salamone — $1,100,000; John J. Dziewisz — $900,000, and Christopher S. Riker — $850,000. Our adjusted EBITDA achieved for 2024 was $68.9 million, which excludes adjusted EBITDA for discontinued operations in 2024. In March 2025, the Compensation Committee determined that it was advisable to approve payment of the half of each long-term cash incentive opportunity that corresponded to 2024 to take into account the Company’s overall performance for 2024 as well as the completion of the business unit dispositions in 2024 and the need to retain the Company’s management team. The Compensation Committee also adjusted the adjusted EBTIDA target under the plan for 2025 to take into account the impact of the business unit dispositions.

EQUITY INCENTIVE AWARDS

The Compensation Committee believes that it is important to attract and retain qualified personnel by offering an equity-based program that is competitive and that is designed to encourage each of our NEOs to balance short-term Company goals with long-term performance and to foster executive retention. Use of equity-based awards, with a value dependent on our stock price, is also intended to further align the interests of participating NEOs with the interests of our stockholders.

In 2024, we provided equity incentive compensation awards to our NEOs in the form of time-based RSUs. The decision by the Compensation Committee to grant restricted stock units rather than stock options was based on the belief that fewer RSUs could be granted (relative to stock options) to deliver the same grant date fair value, RSUs have retentive value even if our stock price does not appreciate and continue to align the executives’ interests with the interests of stockholders as the value of the awards is dependent upon our stock price. For all executives, the

 

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time-based RSU awards vest ratably over three years. The 2024 RSU awards were granted by the Compensation Committee effective August 5, 2024.

The aggregate value of the awards granted in 2024 was generally based on the Compensation Committee’s review of each participating NEO’s experience, role, and scope of duties, in order to provide competitive equity incentive opportunities. Use of equity-based awards was intended to further align the interests of participating NEOs with the interests of our stockholders, which is another important objective of our executive compensation program.

The following table summarizes the number of shares subject to the 2024 equity incentive award for each participating NEO:

2024 Long-Term Incentive Awards

OTHER OUTSTANDING RETENTION AWARDS

In March 2022, the Compensation Committee awarded retention bonus opportunities (the “Retention Bonuses”) to all of our NEOs, and to other employees who satisfied certain eligibility criteria. The Compensation Committee determined that the Retention Bonuses were appropriate given our employees’ efforts relative to the Company’s strong financial performance during 2021, the fact that annual incentives under the 2021 EICP did not pay out because the performance target was narrowly missed as discussed in our 2022 proxy statement, and the need to retain our leadership team and key talent. The Retention Bonuses granted to the NEOs were as follows: Kenneth M. Young- $1,000,000 (which was paid to BRPI LLC); Jimmy B. Morgan- $300,000; Louis Salamone- $300,000; John J. Dziewisz- $300,000, and Christopher S. Riker- $100,000. Vesting of each NEO Retention Bonus is subject to the recipient’s employment with us through the applicable vesting date, with full vesting if the recipient’s employment is terminated without cause or due to the recipient’s death or disability. Vesting is scheduled to occur in 36 monthly installments beginning March 2022 and ending with February 2025.

In March 2024, the Compensation Committee awarded special incentive bonuses with a retention component to Messrs. Young and Salamone in recognition of their contribution to the completion of the Company’s Senior Debt Refinancing in January 2024. The March 2024 retention bonuses granted to the NEOs were as follows: Kenneth M. Young- $300,000 (which was paid in September 2024 to OpenSky, LLC), and Louis Salamone- $300,000. Vesting of each March 2024 Retention Bonus is subject to the recipient’s employment with us through the applicable vesting date, with full vesting if the recipient’s employment is terminated without cause or due to the recipient’s death or disability. Vesting is scheduled to occur in 36 monthly installments beginning March 2024 and ending with February 2027. Upon Mr. Salamone’s resignation and in conjunction with the negotiations for Mr. Salamone to provide services to the Company pursuant to a consulting arrangement, effective December 31, 2024 the Company accelerated the vesting of this bonus.

In November 2024, the Compensation Committee approved a retention bonus for Mr. Riker, in order to recognize his contributions to the company and to retain his services, in the amount of $425,000. Vesting of this retention bonus is subject to the Mr. Riker’s employment with us through the applicable vesting date, with full vesting if his employment is terminated without cause or due to his death or disability. Vesting is scheduled to occur in 36 monthly installments beginning December 2024 and ending with November 2027.

BENEFITS

To the extent they are eligible, NEOs may participate in our tax-qualified 401(k) plan and various health and welfare plans on the same basis as other eligible employees of the Company. The 401(k) plan includes a Company matching benefit up to 5% of eligible compensation for plan participants.

 

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Certain NEOs have also participated in the non-qualified defined contribution retirement plan, referred to as the “Restoration Plan”. In November 2019, the Compensation Committee elected to freeze all employee deferrals and Company contributions to the Restoration Plan with respect to compensation earned beginning on or after January 1, 2020. On March 7, 2024 the Restoration Plan was paid out in full. See “2024 Non-qualified Deferred Compensation” for additional information about these plans.

SEVERANCE AND CHANGE IN CONTROL PROTECTION

NEOs who participate in our Executive Severance Plan are eligible to receive certain severance benefits in case of an involuntary termination without “cause,” including a resignation by the executive due to certain adverse changes in employment that constitute “good reason.” Messrs. Morgan, Dziewisz, and Riker participate in the Executive Severance Plan. We have also entered into employment agreements with Messrs. Young and Salamone that provide similar severance benefits. We have also entered into a separate change in control agreement with certain officers elected prior to August 4, 2016, including Mr. Morgan (but none of the other NEOs, although Mr. Young’s employment agreement includes certain benefit enhancements for a severance event that occurs in connection with a change in control of the Company) that provide severance benefits for an involuntary termination during a two-year protected period following a change in control (in other words, a double trigger). The Compensation Committee believes the severance benefits provided to these NEOs are reasonable in both amount and type. These arrangements do not provide for any tax gross-ups. The change in control agreement with Mr. Morgan includes covenants regarding protection of confidential information, non-solicitation of employees and customers and non-competition as a condition to the severance benefits. Our equity grant agreements also provide for double-trigger vesting upon a change in control.

The severance benefits provided to these NEOs are further described below under “Potential Payments Upon Termination or Change in Control.”

The Compensation Committee believes that these arrangements serve a number of important purposes for our stockholders. They help us attract and retain top quality executives and represent standard arrangements at most public companies as part of a competitive total compensation package. The change in control agreements also better allow executives to objectively evaluate potential transactions.

STOCK OWNERSHIP GUIDELINES

We maintain Stock Ownership Guidelines that apply to our executive officers. These guidelines establish minimum stock ownership levels of two to five times annual base salary for executives. The ownership multiples applicable to our continuing NEOs are:

•

CEO — Five times base salary; and

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•

Other NEOs — Three times base salary.

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If an executive officer doesn’t satisfy such level of ownership, the executive is required to hold (toward meeting the required level of ownership) at least half of the net shares acquired under any equity or equity-based award granted by the Company to the executive. For this purpose, “net shares’ generally means the number of shares acquired by the executive under the award after shares are sold or withheld to satisfy any applicable tax obligations arising in connection with the award and, in the case of shares acquired under a stock option, to satisfy the applicable option exercise price. Stock ownership that counts toward meeting the required level of ownership includes shares of Company stock owned outright by the individual or members of his or her family residing in the same household, shares subject to outstanding Company restricted stock and restricted stock unit awards granted to the individual, shares of Company stock held under a Company retirement plan for the benefit of the individual, and shares of Company stock held in a trust in which the individual has a pecuniary interest.

NO HEDGING OR PLEDGING TRANSACTIONS

We maintain a policy that prohibits all directors, officers and employees from trading in puts, calls or other options on our common stock or otherwise engaging in hedging transactions that are designed to hedge or offset any decrease in the market value of our common stock. The directors, officers and employees are also prohibited from pledging our securities and engaging in short sales of our securities.

 

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COMPENSATION RECOVERY (CLAWBACK) POLICY

In accordance with SEC and NYSE requirements, the Board has adopted an executive compensation recovery policy regarding the adjustment or recovery of certain incentive awards or payments made to current or former executive officers in the event that we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. In general, the policy provides that, unless an exception applies, we will seek to recover compensation that is awarded to an executive officer based on the Company’s attainment of a financial metric during the three-year period prior to the fiscal year in which the restatement occurs, to the extent such compensation exceeds the amount that would have been awarded based on the restated financial results.

TIMING OF EQUITY AWARD APPROVALS

TAX CONSIDERATIONS

Federal income tax law generally prohibits a publicly-held company from deducting compensation paid to a current or former named executive officer that exceeds $1 million during the tax year. Certain awards granted before November 2, 2017 that were based upon attaining pre-established performance measures that were set by the Company’s Compensation Committee under a plan approved by the Company’s stockholders, as well as amounts payable to former executives pursuant to a written binding contract that was in effect on November 2, 2017, may qualify for an exception to the $1 million deductibility limit.

As one of the factors in its consideration of compensation matters, the Compensation Committee notes this deductibility limitation. However, the Compensation Committee has the flexibility to take any compensation-related actions that it determines are in the best interests of the Company and its stockholders, including awarding compensation that may not be deductible for tax purposes. There can be no assurance that any compensation will in fact be deductible.

 

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COMPENSATION COMMITTEE REPORT

The following report of the Compensation Committee shall not be deemed to be “soliciting material” or to otherwise be considered “filed” with the SEC or be subject to Regulation 14A or 14C (other than as provided in Item 407 of Regulation S-K) or to the liabilities of Section 18 of the Exchange Act, nor shall such information be incorporated by reference into any future filing under the Securities Act, except to the extent that we specifically incorporate it by reference into such filing.

We, the members of the Compensation Committee set forth below, have reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, we recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and our Form 10-K.

The Compensation Committee

Joesph A. Tato (Chair)

Philip B. Moeller

Rebecca L. Stahl

 

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COMPENSATION OF NAMED EXECUTIVE OFFICERS

The following table summarizes (as applicable) the compensation of each person who served as our Chief Executive Officer (“CEO”) during 2024, each person who served as our Chief Financial Officer (“CFO”) during 2024, and the three highest-paid executive officers who were still serving as executive officers as of December 31, 2024. We refer to these persons as our Named Executive Officers or NEOs.​

2024 Summary Compensation Table

(1)

With respect to Mr. Young, represents consultant fees paid to third party provider for 2022, 2023 and eleven months of 2024, for Mr. Young’s salary. Mr. Young served as CEO pursuant to the BRPI consulting agreement until September 20,2024, and pursuant to a consulting agreement with OpenSky, LLC from September 2024 through November 2024. See “Compensation Discussion and Analysis — Third Party Compensation Arrangements.” For 2024, Mr. Young’s salary includes 666,666.66 paid to third party providers for the portion of the year he served as a consultant and $66,666.66 paid directly to Mr. Young for December 2024.

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(2)

With respect to each of the NEOs, represents the portion of the special three-year cash retention bonus granted in 2022 which vested in the applicable fiscal year. With respect to Mr. Young the amount a includes a prorated portion of the special incentive and retention bonus paid in March 2024 in connection with the completion of the Company’s Senior Debt Refinancing in January 2024 ($83,333.33) and of signing bonus ($88,888.88) paid to OpenSky, LLC. With respect to Mr. Salamone, the amount includes the special three-year cash retention bonus granted in March 2022 that vested in 2024 ($83,334) and the special incentive and retention bonus paid in March 2024 in connection with the completion of the Company’s Senior Debt Refinancing in January 2024 ($300,000). With respect to Mr. Riker, represents the portion of the three year cash retention bonus granted in November 2024 which vested in the applicable fiscal year. See “Compensation Discussion and Analysis — Other Outstanding Retention Awards.” For Mr. Young, the payment for his services before December 2024 was made to the BRPI and to OpenSky.

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(3)

Represents the aggregate grant date fair value of time-based and performance-based restricted stock units granted during the applicable year in accordance with FASB ASC Topic 718. For additional information, see Note 18 (“Stock-Based Compensation”) to our audited financial statements for the fiscal year ended December 31, 2024, included in our annual report on Form 10-K for the year ended December 31, 2024 (and, for awards granted in prior fiscal years, the corresponding note to our audited financial statements in our annual report on Form 10-K for that year).

​

As discussed in the Compensation Discussion and Analysis in our 2023 proxy statement, in 2022 the Company granted PSUs to Messrs. Young, Salamone, Morgan and Dziewisz, the vesting of which is subject, in part, to the Company’s stock price performance. As required by applicable SEC rules, the fair value of the PSUs awarded in 2022 was determined based on a Monte Carlo simulation (which probability weights multiple potential outcomes) as of the grant date of the awards. For more information on the assumptions made in the Monte Carlo simulation pricing model, refer to Note 20 (“Stock-Based Compensation”) to our audited financial statements for the fiscal year ended December 31, 2022, included in our annual report on Form 10-K for the year ended December 31, 2022. The following table presents the accounting fair value (determined as described above as of the grant date of the awards) for the PSUs awarded in 2022, and the “maximum” grant date value

 

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of the awards (which was determined by multiplying the number of PSUs subject to the award by the closing price of a share of the Company’s common stock on the date of grant).

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(4)

The amounts reported in this column for 2024 represent the total amount of matching and service-based contributions made to each participating NEO under the Company’s 401(k) plan. Under the Company’s 401(k) plan, the Company will match 100% of an employee’s contributions to the plan up to 5% of the employee’s eligible compensation.

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(5)

Mr. Salamone served as the Company’s CFO for all of 2024, stepping down from that position on December 31, 2024. Cameron Frymyer became our CFO on January 1, 2025. Mr. Morgan served as the Company’s Chief Operating Officer for all of 2024 and became our Executive Vice President and Chief Commercial Officer on January 1, 2025. Mr. Riker served as the Company’s Senior Vice President, Thermal Energy for all of 2024 and became our Executive Vice President and Chief Operating Officer on January 1, 2025.

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2024 Grants of Plan-Based Awards

The following table provides additional information on stock awards and option awards, plus non-equity incentive plan awards, made to our participating NEOs by us during the year ended December 31, 2024.