We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Babcock and Wilcox Enterprises Inc | NYSE:BW | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.05 | 5.00% | 1.05 | 1.06 | 0.9898 | 1.02 | 953,237 | 01:00:00 |
|
|
(Mark One)
|
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
(Mark One)
|
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
DELAWARE
|
|
47-2783641
|
(State or other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
20 SOUTH VAN BUREN AVENUE
BARBERTON, OHIO
|
|
44203
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
|
|
|
Registrant's Telephone Number, Including Area Code:
(303) 753-4511
|
||
Securities Registered Pursuant to Section 12(b) of the Act:
|
||
|
|
|
Title of each class
|
|
Name of each Exchange on which registered
|
Common Stock, $0.01 par value
|
|
New York Stock Exchange
|
Securities Registered Pursuant to Section 12(g) of the Act: None
|
Large accelerated filer
|
¨
|
|
Accelerated filer
|
x
|
Non-accelerated filer
|
¨
|
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
|
|
|
Emerging growth company
|
¨
|
NAME
|
CLASS
|
YEAR TERM EXPIRES
|
Henry E. Bartoli
|
Class I
|
2019
|
Cynthia S. Dubin
|
Class I
|
2019
|
Kenneth Siegel
|
Class I
|
2019
|
Matthew E. Avril
|
Class II
|
2020
|
Alan B. Howe
|
Class II
|
2020
|
Brian R. Kahn
|
Class III
|
2021
|
Bryant R. Riley
|
Class III
|
2021
|
1.
|
a $50 million rights offering allowing the Company’s stockholders to subscribe for shares of the Company’s common stock at a price of $0.30 per share, the proceeds of which will be used to prepay a portion of the Tranche A-3 last-out term loans under our U.S. credit agreement;
|
2.
|
the exchange of Tranche A-1 last-out term loans under our U.S. credit agreement for shares of the Company’s common stock at a price of $0.30 per share; and
|
3.
|
the issuance to B. Riley or such other persons as B. Riley may designate of an aggregate 16,666,667 warrants, each to purchase one share of the Company’s common stock at an exercise price of $0.01 per share.
|
1.
|
prior to the closing of the last of the Equitization Transactions (the "Equitization Closing"):
|
a.
|
three Board members, for so long as B. Riley beneficially owns at least $56.25 million of the Tranche A-2 Term Loan and Tranche A-3 Term Loan, combined;
|
b.
|
two Board members, after the first time that B. Riley beneficially owns less than $56.25 million of the Tranche A-2 Term Loan and Tranche A-3 Term Loan, combined, but for so long as B. Riley continues to beneficially own at least $37.50 million of the Tranche A-2 Term Loan and Tranche A-3 Term Loan, combined; and
|
c.
|
one Board member, after the first time that B. Riley beneficially owns less than $37.50 million of the Tranche A-2 Term Loan and Tranche A-3 Term Loan, combined;
|
2.
|
at and after the Equitization Closing:
|
a.
|
three Board members, for so long as B. Riley beneficially owns at least 75% of its Common Stock owned as of the Equitization Closing (the “Closing B. Riley Stock Ownership”) and at least 75% of the Tranche A-2 Term Loan and Tranche A-3 Term Loan, combined, beneficially owned by B. Riley as of the Equitization Closing (the “Closing Loan Ownership”);
|
b.
|
two Board members, after the first time that B. Riley beneficially owns less than 75% of the Closing B. Riley Stock Ownership or less than 75% of the Closing Loan Ownership, but for so long as B. Riley continues to beneficially own at least 50% of the Closing B. Riley Stock Ownership and at least 50% of the Closing Loan Ownership; and
|
c.
|
one Board member, after the first time that B. Riley beneficially owns less than 50% of the Closing B. Riley Stock Ownership or less than 50% of the Closing Loan Ownership;
|
1.
|
three Board members, for so long as Vintage beneficially own 75% of its Common Stock owned as of the record date for the 2019 annual meeting of stockholders (the “Closing Vintage Stock Ownership”);
|
2.
|
two Board members, after the first time that Vintage beneficially owns less than 75% of the Closing Vintage Stock Ownership but so long as Vintage continues to beneficially own at least 50% of the Closing Vintage Stock Ownership; and
|
3.
|
one Board member, after the first time that Vintage beneficially owns less than 50% of the Closing Vintage Stock Ownership;
|
NAME
|
AGE
|
POSITION
|
Henry E. Bartoli
|
72
|
Chief Strategy Officer
|
Robert M. Caruso
|
56
|
Chief Implementation Officer
|
J. André Hall
|
53
|
Senior Vice President, General Counsel and Corporate Secretary
|
Daniel W. Hoehn
|
40
|
Vice President, Controller and Chief Accounting Officer
|
Jimmy B. Morgan
|
50
|
Senior Vice President, Babcock & Wilcox
|
James J. Muckley
|
60
|
Senior Vice President, Operations
|
Louis Salamone
|
72
|
Chief Financial Officer
|
Kenneth Young
|
55
|
Chief Executive Officer
|
•
|
overseeing the conduct of our business and assessing our business and enterprise risks;
|
•
|
reviewing and approving our key financial objectives, strategic and operating plans, and other significant actions;
|
•
|
overseeing the processes for maintaining the integrity of our financial statements and other public disclosures, and our compliance with law and ethics;
|
•
|
evaluating CEO and senior management performance and determining executive compensation;
|
•
|
planning for CEO succession and monitoring management’s succession planning for other key executive officers; and
|
•
|
establishing our effective governance structure, including appropriate board composition and planning for board succession.
|
•
|
presides over all Board meetings at which the Chairman of the Board is not present and all executive sessions attended only by independent directors;
|
•
|
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);
|
•
|
reviews and approves the Board meeting agendas and meeting schedules to assure that there is sufficient time for discussion of all agenda items;
|
•
|
advises the Chairman of the Board and Chief Executive Officer regarding the quality, quantity and timeliness of information sent by management to the directors;
|
•
|
has the authority to call meetings of the independent directors; and
|
•
|
if requested by major stockholders, ensures that he or she is available for consultation and direct communication.
|
•
|
professional and personal experiences and expertise in relation to (1) our businesses and industries, and (2) the experiences and expertise of other Board members;
|
•
|
integrity and ethics in his or her personal and professional life;
|
•
|
professional accomplishment in his or her field;
|
•
|
personal, financial or professional interests in any competitor, customer or supplier of ours;
|
•
|
preparedness to participate fully in Board activities, including active membership on at least one Board committee and attendance at, and active participation in, meetings of the Board and the committee(s) of which he or she is a member, and 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; and
|
•
|
ability to contribute positively to the Board and any of its committees.
|
•
|
Executive Summary
|
•
|
We are Committed to Compensation Best Practices
|
•
|
Peer Group
|
•
|
Compensation Philosophy and Process
|
•
|
Key 2018 Compensation Decisions
|
•
|
Other Compensation Practices and Policies
|
•
|
Chief Executive Officer Transitions
: Effective November 18, 2018, Kenneth M. Young was appointed as the Company’s Chief Executive Officer. On January 31, 2018, the Board appointed Leslie C. Kass as President and Chief Executive Officer of the Company and elected Ms. Kass to the Board. In connection with Mr. Young’s appointment, Ms. Kass stepped down as Chief Executive Officer and as a member of the Board. Prior to January 31, 2018, E. James Ferland served as President and Chief Executive Officer. Mr. Ferland also served as Executive Chairman until March 2, 2018.
|
•
|
Chief Financial Officer Transitions
: Effective November 18, 2018, Louis Salamone was appointed as Executive Vice President of Finance. Mr. Salamone transitioned to the role of Chief Financial Officer effective February 1, 2019, and Joel K. Mostrom, who had been serving as interim Chief Financial Officer of the Company since June 1, 2018, ceased serving as Interim Chief Financial Officer as a result. Jenny L. Apker stepped down as Senior Vice President and Chief Financial
|
•
|
Other Officer Transitions
: Elias Gedeon, our former Senior Vice President and Chief Business Development Officer, stepped down from his role with the Company as of March 5, 2018. Mark A. Carano, Senior Vice President of the Company's Industrial segment, stepped down as an executive officer of the Company effective October 15, 2018. Mark S. Low, Senior Vice President of the Company’s Power segment, retired from the Company on December 31, 2018.
|
NAME
|
TITLE (AS OF LAST DAY OF 2018)
|
Kenneth M. Young
|
Chief Executive Officer
|
Joel K. Mostrom
|
Interim Chief Financial Officer
|
Jimmy B. Morgan
|
Senior Vice President, Renewable
|
J. André Hall
|
Senior Vice President, General Counsel and Corporate Secretary
|
Mark S. Low
|
Senior Vice President, Power
|
NAME
|
TITLE
|
Leslie C. Kass
|
Former President and Chief Executive Officer
|
E. James Ferland
|
Former Chairman and Chief Executive Officer
|
Jenny L. Apker
|
Former Senior Vice President and Chief Financial Officer
|
Mark A. Carano
|
Former Senior Vice President, Industrial and Corporate Development
|
Elias Gedeon
|
Former Senior Vice President and Chief Business Development Officer
|
•
|
modified the annual cash incentive program by (1) replacing the operating income measure with an adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) measure, (2) changing the weightings of the two financial metrics used, (3) altering the impact of results at B&W Vølund (defined below), and (4) designing the individual performance component so that it could function as an independent metric;
|
•
|
instead of granting time-based and performance-based RSUs to our participating NEOs, granted each participating NEO an equity incentive award entirely in the form of stock options (or, for Ms. Kass, stock options and time-based RSUs);
|
•
|
granted stock appreciation rights with respect to one of our new executive officers in 2018; and
|
•
|
equitably adjusted outstanding equity awards (other than cash-settled performance units granted under our special 2017 retention program) in connection with the completion of our 2018 rights offering.
|
Compensation Element
|
Description
|
Objectives
|
Base Salary
|
Fixed cash compensation; reviewed annually and subject to adjustment
|
Attract, retain and motivate the NEO
|
Annual Cash Incentive Compensation
|
Short-term cash incentive compensation paid based on performance against annually established financial, safety and individual performance goals
|
Reward and motivate the NEO for achieving key short-term performance objectives
|
Annual Equity Compensation
|
Annual equity compensation awards of
stock options (and, for Ms. Kass only, time-vesting RSUs)
|
Align NEO interests with those of our stockholders by rewarding the creation of stockholder value and encouraging stock ownership
|
Health, Welfare and Retirement Benefits
|
Qualified and nonqualified retirement plans and health care and insurance benefits
|
Attract and retain the NEO by providing market-competitive benefits
|
Severance and Change in Control Arrangements
|
Reasonable severance payments and benefits provided upon an involuntary termination, including an involuntary termination following a change in control of the Company
|
Help attract and retain high quality talent by providing market-competitive severance protection, and help encourage the NEO to direct his or her attention to stockholders’ interests, notwithstanding the potential for loss of employment in connection with a change in control
|
Limited Perquisites
|
Financial planning services, executive physicals and airline club memberships
|
Attract and retain high quality talent
|
WHAT WE DO
|
WHAT WE DON’T DO
|
Pay-for-performance
philosophy emphasizes compensation tied to creation of stockholder value
|
No excise tax gross-ups
upon a change in control
|
Robust compensation governance practices
, including annual CEO performance evaluation process by independent directors, thorough process for setting rigorous performance goals and use of an independent compensation consultant
|
No discounting, reloading or re-pricing of stock options
without stockholder approval
|
Multiple performance metrics
for annual incentive compensation program
|
|
Limited perquisites
and reasonable severance and change in control protection that requires involuntary termination
|
|
Clawback provisions
in annual and equity incentive compensation plans
|
|
Policies prohibiting executives from hedging or pledging
Company stock
|
|
Strong stock ownership guidelines
for executives (five times base salary for CEO and three times base salary for other NEOs)
|
|
Actuant Corp.
Industrial Machinery
|
Crane Co.
Industrial Machinery
|
MasTec Inc.
Construction & Engineering
|
AMETEK Inc.
Electronic Components & Equipment
|
Curtiss-Wright Corp
Aerospace & Defense
|
Primoris Services Corp.
Construction & Engineering
|
CECO Environmental Corp.
Environmental & Facilities Services
|
Dycom Industries Inc
Construction & Engineering
|
SPX Corp.
Industrial Machinery
|
Chart Industries Inc.
Industrial Machinery
|
Flowserve Corp.
Industrial Machinery
|
Tetra Tech, Inc.
Electronic Equipment & Instruments
|
CIRCOR Intl. Inc.
Industrial Machinery
|
Harsco Corp.
Industrial Machinery
|
|
Covanta Holding Corp.
Environmental & Facilities Services
|
Idex Corp.
Industrial Machinery
|
|
•
|
Incent and reward annual and long-term performance;
|
•
|
Set rigorous, but motivating goals;
|
•
|
Align interests of B&W executives with stockholders; and
|
•
|
Attract and retain well-qualified executives.
|
•
|
Established and implemented our executive compensation philosophy;
|
•
|
Aimed to ensure the total compensation paid to our NEOs was fair and competitive, and motivated high performance;
|
•
|
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 and/or other measures the Company considered important drivers in the creation of stockholder value;
|
•
|
Engaged Hay Group as its outside consultant for executive and director compensation matters to review the design of our executive compensation programs; and
|
•
|
Worked directly with Hay Group on Ms. Kass’ compensation.
|
•
|
Prepared information and materials for the Compensation Committee relevant to matters under consideration by the Compensation Committee;
|
•
|
Mr. Ferland and Ms. Kass each provided recommendations regarding compensation of certain of the other NEOs (Messrs. Carano, Gedeon, Hall, Low and Morgan and Ms. Apker); and
|
•
|
Mr. Ferland, Ms. Kass and senior human resources personnel attended Compensation Committee meetings and, as requested by the Compensation Committee, participated in deliberations on executive compensation (other than their own).
|
•
|
Provided the Compensation Committee with information and advice on the design, structure and level of executive and director compensation;
|
•
|
Attended Compensation Committee meetings, including executive sessions, to advise on compensation discussions;
|
•
|
Reviewed market survey and proxy compensation data for comparative market analysis;
|
•
|
Advised the Compensation Committee on selecting an appropriate peer group;
|
•
|
Advised the Compensation Committee on external market factors and evolving compensation trends; and
|
•
|
Provided the Company assistance with regulatory compliance and changes regarding compensation matters.
|
•
|
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 the Company considers important drivers of stockholder value. For 2018, equity incentive awards were granted in the form of stock options (which only have value to the extent the stock price increases after the grant date) and (for Ms. Kass) RSUs (the value of which is dependent on stock price performance).
|
•
|
Equity Incentive Compensation Subject to Forfeiture for Certain Acts — The Compensation Committee may terminate any outstanding equity award 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 paid to individuals who knowingly engaged in a fraud resulting in a restatement.
|
•
|
Linear and Capped Incentive Compensation Payouts — The Compensation Committee established financial performance goals that were used to plot a linear payout formula for incentive compensation to avoid an over-emphasis on short-term decision making. The maximum payout for the annual incentive compensation program was capped at 200% of target.
|
•
|
Use of Multiple and Appropriate Performance Measures — We used multiple performance measures to avoid having compensation opportunities overly weighted toward the performance result of a single measure. Our annual incentive
|
•
|
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.
|
NAME
|
BASE SALARY AT JAN 1, 2018
|
BASE SALARY AT APRIL 1, 2018
|
PERCENTAGE INCREASE
|
|||||
Jenny L. Apker
|
$
|
435,000
|
|
$
|
465,000
|
|
6.9
|
%
|
Jimmy B. Morgan
|
$
|
325,000
|
|
$
|
360,000
|
|
10.8
|
%
|
J. André Hall
|
$
|
330,000
|
|
$
|
360,000
|
|
9.1
|
%
|
Mark S. Low
|
$
|
340,000
|
|
$
|
375,000
|
|
10.3
|
%
|
Mark A. Carano
|
$
|
425,000
|
|
$
|
433,500
|
|
2.0
|
%
|
•
|
70% based on achievement of pre-established financial goals;
|
•
|
10% based on achievement of pre-established safety goals; and
|
•
|
20% based on an assessment of pre-established individual performance goals.
|
NAME
|
TARGET AWARD %
|
Leslie C. Kass
|
100%
|
E. James Ferland
|
100%
|
Jenny L. Apker
|
70%
|
Jimmy B. Morgan
|
60%
|
J. André Hall
|
60%
|
Mark S. Low
|
60%
|
Mark A. Carano
|
60%
|
COMPONENT
|
WEIGHTING
|
MEASURES
|
PAYOUT CALCULATION
|
Financial
|
70%
|
Adjusted EBITDA (35%)
Free cash flow (35%)
|
Range from 0% – 200% based on achievement against goals
Result referred to as “Financial Multiplier”
Results measured for the consolidated Company without its subsidiary, Babcock & Wilcox Vølund A/S (“B&W Vølund”)
“B&W Vølund Modifier” may adjust the Financial Multiplier +/-25x
|
Safety
|
10%
|
Total recordable incident rate (5%); Days away, restricted or transferred rate (5%)
|
Range from 0% – 100% multiplied by “Financial Multiplier” (if greater than 0)
|
Individual
|
20%
|
Assessment of pre-established individual performance goals
|
Range from 0% – 100% multiplied by “Financial Multiplier” (if greater than 0)
|
•
|
in order to simplify the financial performance component and better align with investor communications and internal management of the Company’s business, the operating income measure (previously weighted at 45%) was replaced by an adjusted EBITDA measure (now weighted at 35%);
|
•
|
the weighting of the free cash flow measure was increased from 25% to 35% to reflect the importance of cash flow to the Company’s operations;
|
•
|
in order to reduce plan volatility, both financial performance components excluded the performance of B&W Vølund;
|
•
|
in order to maintain Company-wide focus on B&W Vølund results, the Compensation Committee implemented the B&W Vølund Modifier; and
|
•
|
in order to mitigate business volatility and mirror the safety metric, the individual performance component was designed to function as an independent metric if financial performance was below the threshold level.
|
•
|
Adjusted EBITDA meant our adjusted earnings before interest, taxes, depreciation and amortization.
|
•
|
Free cash flow meant our net cash flow from operating activities (operating cash flow) less capital expenditures.
|
PERFORMANCE
LEVEL
|
INCENTIVE
PAYOUT %
(1)
|
ADJUSTED
EBITDA
|
FREE CASH
FLOW
|
Below threshold
|
0%
|
Less than $74.8 million
|
Less than $32.8 million
|
Threshold
|
50%
|
$74.8 million
|
$32.8 million
|
Target
|
100%
|
$93.5 million
|
$46.9 million
|
Maximum
|
200%
|
$112.2 million or more
|
$61.0 million or more
|
1.
|
The payout percentage would be prorated on a straight-line basis for results between threshold and target or between target and maximum.
|
B&W VØLUND MODIFIER GOALS
|
IMPACT ON COMBINED FINANCIAL MULTIPLIER
|
Complete the following milestones for each project by the specified date:
• Margam & Templeborough: ROC accreditation (6/30/2018)
• Teesside: ROC accreditation (9/30/2018)
• Dunbar: generation to the grid (7/31/2018)
• SKV40: takeover certificate (9/30/2018)
• ARC: takeover certificate (6/30/2018)
|
Increase 0.25X
(1)
|
Failure to timely complete the milestones noted above
|
Decrease 0.25X
(1)
|
1.
|
Regardless of impact of B&W Vølund Modifier, the payout percentage based on the Financial Multiplier (if any) would not be less than 50% and no more than 200%.
|
•
|
Total Recordable Incident Rate (“TRIR”), which measured the rate of recordable workplace injuries; and
|
•
|
Days Away, Restricted or Transferred (“DART”), which measured injuries resulting in lost or restricted days.
|
METRIC
|
THRESHOLD
|
TARGET
|
MAX
|
ACTUAL
|
WEIGHTING
|
RESULT
|
|||||
Adjusted EBITDA (35%)
|
Goal
|
$74.8 million
|
|
$93.5 million
|
|
$112.2 million
|
|
$73.3 million
|
|
|
|
Payout %
|
50
|
%
|
100
|
%
|
200
|
%
|
|
35/70
|
0
|
%
|
|
Free Cash Flow (35%)
|
Goal
|
$32.8 million
|
|
$46.9 million
|
|
$61.0 million
|
|
$21.7 million
|
|
|
|
Payout %
|
50
|
%
|
100
|
%
|
200
|
%
|
|
35/70
|
0
|
%
|
|
|
|
|
|
|
Financial Payout %
|
0
|
%
|
NAME
|
TARGET VALUE EQUITY AWARDS
1
|
Leslie C. Kass
|
$1,500,000
|
E. James Ferland
|
$450,000
|
Jenny L. Apker
|
$250,000
|
Jimmy B. Morgan
|
$156,667
|
J. André Hall
|
$116,667
|
Mark S. Low
|
$156,667
|
Mark A. Carano
|
$200,000
|
1.
|
The value of the target equity incentive awards represents the nominal value used to determine the number of stock options and (if applicable) RSUs granted, taking into account the vesting schedule of the awards, rather than the grant date fair value computed for financial reporting purposes. See the “2018 Grants of Plan-Based Awards” table for more information regarding the stock awards.
|
•
|
Cumulative EPS was the net income attributable to our common stock over the 2016-2018 Performance Period divided by our weighted average diluted shares outstanding for that period;
|
•
|
ROIC was a ratio of our net operating profit after tax (“NOPAT”) in relation to our invested capital, with NOPAT defined as operating income less tax expense, and “invested capital” defined as our total debt (short- and long-term) plus total stockholders’ equity; and
|
•
|
RTSR was a measure comparing the Company’s total shareholder return over the 2016-2018 Performance Period to that of the companies in the custom peer group described in our 2017 proxy statement. For this purpose, “total shareholder return” was [(a) – (b) + (c)]/b, where (a) is the Stock Price (as defined below) on the last business day of the 2016-2018 Performance Period, (b) is the Stock Price on the first business day of the 2016-2018 Performance Period and (c) is dividends paid and reinvested during the 2016-2018 Performance Period. The term “Stock Price” means the average daily closing price of a share of common stock of the applicable company during the preceding 30 calendar days.
|
METRIC
|
THRESHOLD
|
TARGET
|
MAX
|
ACTUAL
(1)
|
WEIGHTING
|
RESULT
|
|
Cumulative EPS (60%)
|
Goal
|
$3.57
|
$4.47
|
$4.99
|
< Threshold
|
|
|
Payout %
|
50%
|
100%
|
200%
|
|
60/100
|
0%
|
|
ROIC (20%)
|
Goal
|
8.0%
|
8.5%
|
9.0%
|
< Threshold
|
|
|
Payout %
|
50%
|
100%
|
200%
|
|
20/100
|
0%
|
|
RTSR (20%)
|
Goal
|
25
Th
percentile
|
50
th
percentile
|
≥75
th
percentile
|
< Threshold
|
|
|
Payout %
|
50%
|
100%
|
200%
|
|
20/100
|
0%
|
|
|
|
|
|
|
Total Payout %
|
0%
|
NAME
1
|
2/14/2018 CPU Payout
|
8/14/2018 CPU Payout
|
Leslie C. Kass
|
$112,200
|
$84,342
|
Jenny L. Apker
|
$169,650
|
$127,530
|
Jimmy B. Morgan
|
$107,249
|
$80,621
|
J. André Hall
|
$108,898
|
$81,863
|
Mark S. Low
|
$112,200
|
$84,342
|
Mark A. Carano
|
$140,248
|
$105,429
|
Elias Gedeon
|
$131,340
|
$197,007
2
|
1.
|
Messrs. Young and Mostrom did not receive a CPU award because they commenced employment with the Company after the grant of CPU awards.
|
2.
|
For Mr. Gedeon, this payment was made on March 16, 2018 in connection with his termination of employment, and had a measurement value of $4.35.
|
•
|
CEO – Five times base salary; and
|
•
|
Other NEOs – Three times base salary.
|
NAME AND
PRINCIPAL
POSITION
|
YEAR
|
SALARY ($)
|
BONUS ($)
|
STOCK
AWARDS ($)
|
OPTION
AWARDS ($)
|
NON-EQUITY
INCENTIVE
PLAN
COMPENSATION ($)
|
CHANGE IN PENSION
VALUE AND NON-
QUALIFIED
DEFERRED
COMPENSATION
EARNINGS ($)
|
ALL OTHER
COMPENSATION ($)
|
TOTAL ($)
|
||||||||||||||||
Kenneth M. Young
|
2018
|
$88,356
(1)
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,536,405
|
|
$
|
—
|
|
N/A
|
|
$
|
—
|
|
$
|
88,356
|
|
||
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Leslie C. Kass
|
2018
|
$
|
624,924
|
|
$
|
—
|
|
$
|
1,381,576
|
|
$
|
221,971
|
|
$
|
—
|
|
N/A
|
|
$
|
142,322
|
|
$
|
2,370,793
|
|
|
Former President & Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
E. James Ferland
|
2018
|
$
|
489,250
|
|
$
|
1,900,000
|
|
$
|
—
|
|
$
|
199,772
|
|
$
|
—
|
|
N/A
|
|
$
|
46,815
|
|
$
|
2,635,837
|
|
|
Former Chairman & Chief Executive Officer
|
2017
|
$
|
978,821
|
|
$
|
1,900,000
|
|
$
|
3,323,550
|
|
$
|
—
|
|
$
|
97,850
|
|
N/A
|
|
$
|
186,469
|
|
$
|
6,486,690
|
|
|
2016
|
$
|
978,500
|
|
$
|
—
|
|
$
|
3,769,685
|
|
$
|
758,464
|
|
$
|
—
|
|
N/A
|
|
$
|
178,670
|
|
$
|
5,685,319
|
|
||
Joel K. Mostrom
|
2018
|
$
|
910,000
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
N/A
|
|
$
|
—
|
|
$
|
910,000
|
|
|
Former Interim Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Jenny L. Apker
|
2018
|
$
|
302,500
|
|
—
|
|
—
|
|
$
|
110,985
|
|
$
|
—
|
|
N/A
|
|
$
|
27,156
|
|
$
|
440,641
|
|
|||
Former Senior Vice President & Chief Financial Officer
|
2017
|
$
|
435,321
|
|
$
|
—
|
|
$
|
1,852,883
|
|
$
|
—
|
|
$
|
30,450
|
|
N/A
|
|
$
|
69,270
|
|
$
|
2,387,924
|
|
|
2016
|
$
|
420,000
|
|
$
|
—
|
|
$
|
538,498
|
|
$
|
108,357
|
|
$
|
—
|
|
N/A
|
|
$
|
63,895
|
|
$
|
1,130,750
|
|
||
Jimmy B. Morgan
|
2018
|
$
|
351,250
|
|
$
|
82,500
|
|
—
|
|
$
|
69,549
|
|
$
|
26,344
|
|
N/A
|
|
$
|
13,865
|
|
$
|
543,508
|
|
||
Senior Vice President, Babcock & Wilcox
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
J. André Hall
|
2018
|
$
|
352,500
|
|
$
|
43,750
|
|
—
|
|
$
|
51,792
|
|
$
|
21,150
|
|
N/A
|
|
$
|
25,993
|
|
$
|
495,185
|
|
||
Senior Vice President, General Counsel and Corporate Secretary
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Mark S. Low
|
2018
|
$
|
366,250
|
|
—
|
|
—
|
|
$
|
69,549
|
|
$
|
—
|
|
$
|
(40,334
|
)
|
$
|
35,311
|
|
$
|
430,776
|
|
||
Former Senior Vice President, Power
|
2017
|
$
|
336,571
|
|
$
|
—
|
|
$
|
1,057,136
|
|
$
|
—
|
|
$
|
20,175
|
|
$
|
33,328
|
|
$
|
74,784
|
|
$
|
1,521,994
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Mark A. Carano
|
2018
|
$
|
341,062
|
|
—
|
|
—
|
|
$
|
88,786
|
|
$
|
—
|
|
N/A
|
|
$
|
199,841
|
|
$
|
629,689
|
|
|||
Former Senior Vice President, Industrial & Corporate Development
|
2017
|
$
|
425,321
|
|
$
|
—
|
|
$
|
1,492,483
|
|
$
|
—
|
|
$
|
25,500
|
|
N/A
|
|
$
|
75,776
|
|
$
|
2,019,080
|
|
|
2016
|
$
|
424,325
|
|
$
|
—
|
|
$
|
403,874
|
|
$
|
81,259
|
|
$
|
—
|
|
N/A
|
|
$
|
77,970
|
|
$
|
987,428
|
|
||
Elias Gedeon
|
2018
|
$
|
82,917
|
|
—
|
|
—
|
|
—
|
|
$
|
—
|
|
N/A
|
|
$
|
643,982
|
|
$
|
726,899
|
|
||||
Former Senior Vice President & Chief Business Development Officer
|
2017
|
$
|
396,321
|
|
$
|
—
|
|
$
|
1,028,059
|
|
$
|
—
|
|
$
|
23,760
|
|
N/A
|
|
$
|
60,031
|
|
$
|
1,508,171
|
|
|
2016
|
$
|
389,050
|
|
$
|
—
|
|
$
|
291,723
|
|
$
|
58,691
|
|
$
|
—
|
|
N/A
|
|
$
|
54,219
|
|
$
|
793,683
|
|
1.
|
Mr. Young was appointed Chief Executive Officer effective November 19, 2018. His annual salary of $750,000 has been pro-rated for 2018.
|
|
SERP Contribution
|
401(k) Plan Contributions
|
Restoration Plan Contributions
|
Perquisites
|
Severance
|
Mr. Young
|
–
|
–
|
–
|
–
|
–
|
Ms. Kass
|
–
|
$20,550
|
$12,108
|
$12,394
|
$97,270
|
Mr. Ferland
|
–
|
$19,250
|
$14,997
|
$12,568
|
–
|
Mr. Mostrom
|
–
|
–
|
–
|
–
|
–
|
Ms. Apker
|
–
|
$14,588
|
–
|
$12,568
|
–
|
Mr. Morgan
|
–
|
$10,875
|
–
|
$2,990
|
–
|
Mr. Hall
|
–
|
$13,425
|
–
|
$12,568
|
–
|
Mr. Low
|
–
|
$19,975
|
$863
|
$14,473
|
–
|
Mr. Carano
|
–
|
$14,977
|
–
|
$13,068
|
$171,796
|
Mr. Gedeon
|
–
|
$5,017
|
–
|
$500
|
$638,465
|
•
|
The $12,394 reported for Ms. Kass is attributable to financial planning services.
|
•
|
The $12,568 reported for Mr. Ferland is attributable to financial planning services.
|
•
|
The $12,568 reported for Ms. Apker is attributable to financial planning services.
|
•
|
The $2,990 reported for Mr. Morgan is attributable to an annual executive physical and an airline club membership.
|
•
|
The $12,568 reported for Mr. Hall is attributable to financial planning services.
|
•
|
The $14,473 reported for Mr. Low is attributable to financial planning services and an annual executive physical.
|
•
|
The $13,068 reported for Mr. Carano is attributable to financial planning services and an airline club membership.
|
•
|
The $500 reported for Mr. Gedeon is attributable to an airline club membership.
|
•
|
For Ms. Kass, the following benefits and payments under the Executive Severance Plan: continuation of base salary ($62,500), and outplacement services ($1,000). Upon termination, Ms. Kass was also entitled to acceleration of a portion of her unvested equity awards ($33,770);
|
•
|
For Mr. Gedeon, the following benefits and payments under the Executive Severance Plan: a lump sum payment equal to 52 weeks of base salary ($398,000), a lump sum payment equal to nine months of COBRA premiums for the medical, dental and/or vision benefits in effect for Mr. Gedeon and his qualified beneficiaries as of the date of termination ($17,106),and outplacement services for 9 months ($9,000). Upon termination, Mr. Gedeon was also entitled to acceleration of a portion of his unvested equity awards ($17,352) and acceleration of his CPUs ($197,007); and
|
•
|
For Mr. Carano, the following benefits and payments under the Executive Severance Plan: continuation of base salary ($90,313), financial planning services ($3,187) and outplacement services ($2,000). Upon termination, Mr. Carano was also entitled to acceleration of a portion of his unvested equity awards ($76,296).
|
1.
|
Amounts shown represent the range of potential payouts under our EICP for 2018. The actual amounts paid to our participating NEOs are included in the “Non-Equity Incentive Plan Compensation” column of the “2018 Summary Compensation Table” above.
|
2.
|
Amounts shown represent shares of our common stock underlying time-based RSUs.
|
3.
|
Amounts shown represent the number of shares of our common stock underlying 2018 stock option and SAR awards.
|
NAME
|
GRANT DATE (1)
|
OPTION AWARDS
|
STOCK AWARDS
|
||||||||||||||
NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE
|
NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE
|
OPTION EXERCISE PRICE ($)
|
OPTION EXPIRATION DATE
|
NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)
|
MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(2)
|
EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)
|
EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(2)
|
||||||||||
Mr. Young
|
|
|
|
|
|
|
|
|
|
||||||||
SARs
|
12/18/18
|
—
|
|
8435000
3
|
$2.00
|
12/18/28
|
—
|
|
—
|
|
—
|
|
—
|
|
|||
Ms. Kass
|
|
|
|
|
|
|
|
|
|
||||||||
Stock Options
|
03/04/13
|
5,179
|
|
—
|
11.50
|
03/06/20
|
—
|
|
—
|
|
—
|
|
—
|
|
|||
Stock Options
|
03/03/14
|
4,289
|
|
—
|
$14.03
|
03/03/21
|
—
|
—
|
—
|
—
|
|||||||
Stock Options
|
03/03/15
|
22,155
|
|
—
|
$13.27
|
03/02/25
|
—
|
—
|
—
|
—
|
|||||||
Stock Options
|
07/01/15
|
4,579
|
|
—
|
$14.41
|
07/01/25
|
—
|
—
|
—
|
—
|
|||||||
Stock Options
|
03/01/16
|
11,615
|
|
—
|
$13.76
|
03/01/26
|
—
|
—
|
—
|
—
|
|||||||
Mr. Ferland
|
|
|
|
|
|
|
|
|
|
||||||||
Stock Options
|
04/19/12
|
47,489
|
|
—
|
|
$10.05
|
04/19/19
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Stock Options
|
04/19/12
|
58,844
|
|
—
|
|
$10.05
|
04/19/19
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Stock Options
|
03/04/13
|
99,944
|
|
—
|
|
$11.50
|
03/04/20
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Stock Options
|
03/03/14
|
120,104
|
|
—
|
|
$14.03
|
03/03/21
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Stock Options
|
03/02/15
|
620,326
|
|
—
|
|
$13.27
|
03/02/25
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Stock Options
|
03/01/16
|
173,470
|
|
62,427
|
|
$13.76
|
03/01/26
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Stock Options
|
03/06/18
|
172,217
|
|
—
|
|
$4.17
|
03/01/26
|
—
|
|
—
|
|
—
|
|
—
|
|
||
PSU
|
03/03/17
|
—
|
|
---
|
|
---
|
---
|
---
|
|
---
|
|
137,055
6
|
$53,451
|
||||
Mr. Mostrom
|
|
|
|
|
|
|
|
|
|
||||||||
—
|
—
|
—
|
|
—
|
|
—
|
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Ms. Apker
|
|
|
|
|
|
|
|
|
|
NAME
|
GRANT DATE (1)
|
OPTION AWARDS
|
STOCK AWARDS
|
||||||||||||||
NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE
|
NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE
|
OPTION EXERCISE PRICE ($)
|
OPTION EXPIRATION DATE
|
NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)
|
MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(2)
|
EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)
|
EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(2)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Stock Options
|
03/05/12
|
2,703
|
|
—
|
|
$11.40
|
03/05/19
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Stock Options
|
03/04/13
|
5,147
|
|
—
|
|
$11.50
|
03/04/20
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Stock Options
|
03/03/14
|
6,146
|
|
—
|
|
$14.03
|
03/03/21
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Stock Options
|
03/02/15
|
31,756
|
|
—
|
|
$13.27
|
03/02/25
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Stock Options
|
07/01/15
|
21,519
|
|
—
|
|
$14.41
|
07/01/25
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Stock Options
|
03/01/16
|
24,782
|
|
|
$13.76
|
03/01/26
|
—
|
|
—
|
|
—
|
|
—
|
|
|||
Mr. Morgan
|
|
|
|
|
|
|
|
|
|
||||||||
Stock Options
|
03/01/16
|
8,261
|
|
4,131
4
|
|
$13.76
|
03/01/2026
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Stock Options
|
03/06/18
|
—
|
|
59,956
5
|
|
$4.17
|
03/06/28
|
—
|
|
—
|
|
—
|
|
—
|
|
||
RSU
|
03/01/16
|
—
|
|
—
|
|
—
|
—
|
1,060
4
|
|
|
$413
|
|
—
|
|
—
|
|
|
RSU
|
03/03/17
|
—
|
|
—
|
|
—
|
—
|
12,487
7
|
|
|
$4,870
|
|
—
|
|
—
|
|
|
RSU
|
08/14/17
|
—
|
|
—
|
|
—
|
—
|
101,474
8
|
|
|
$39,575
|
|
—
|
|
—
|
|
|
PSU
|
03/03/17
|
—
|
|
—
|
|
—
|
—
|
—
|
|
—
|
|
27,915
6
|
$10,887
|
||||
Mr. Hall
|
|
|
|
|
|
|
|
|
|
||||||||
Stock Options
|
03/03/14
|
4,117
|
|
—
|
|
$14.03
|
03/03/21
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Stock Options
|
03/02/15
|
22,155
|
|
—
|
|
$13.27
|
03/02/2025
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Stock Options
|
07/01/15
|
13,735
|
|
—
|
|
$14.41
|
07/01/25
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Stock Options
|
03/01/16
|
12,389
|
|
6,196
4
|
|
$13.76
|
03/01/26
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Stock Options
|
03/06/18
|
—
|
|
44,648
5
|
|
$4.17
|
03/06/28
|
—
|
|
—
|
|
—
|
|
—
|
|
||
RSU
|
03/01/16
|
—
|
|
—
|
|
—
|
—
|
1,590
4
|
|
|
$620
|
|
—
|
|
—
|
|
|
RSU
|
03/03/17
|
—
|
|
—
|
|
—
|
—
|
12,487
7
|
|
|
$4,870
|
|
—
|
|
—
|
|
|
RSU
|
08/14/17
|
—
|
|
—
|
|
—
|
—
|
153,498
8
|
|
|
$59,864
|
|
—
|
|
—
|
|
|
PSU
|
03/03/17
|
—
|
|
—
|
|
—
|
—
|
—
|
|
—
|
|
27,915
6
|
$10,887
|
||||
Mr. Low
|
|
|
|
|
|
|
|
|
|
||||||||
Stock Options
|
03/05/12
|
2,684
|
|
—
|
|
$11.40
|
03/05/19
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Stock Options
|
03/04/13
|
6,813
|
|
—
|
|
$11.50
|
03/04/20
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Stock Options
|
03/03/14
|
6,434
|
|
—
|
|
$14.03
|
03/03/21
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Stock Options
|
03/02/15
|
44,304
|
|
—
|
|
$13.27
|
03/02/25
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Stock Options
|
03/01/16
|
16,779
|
|
—
|
|
$13.76
|
03/01/26
|
—
|
|
—
|
|
—
|
|
—
|
|
||
PSU
|
03/03/17
|
—
|
|
—
|
|
—
|
—
|
—
|
|
—
|
|
8,590
6
|
$3,350
|
||||
Mr. Carano
|
|
|
|
|
|
|
|
|
|
||||||||
Stock Options
|
06/12/13
|
14,521
|
|
—
|
|
$12.78
|
06/12/20
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Stock Options
|
03/03/14
|
12,153
|
|
—
|
|
$14.03
|
03/03/21
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Stock Options
|
03/02/15
|
62,773
|
|
—
|
|
$13.27
|
03/02/25
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Stock Options
|
03/01/16
|
23,231
|
|
—
|
|
$13.76
|
03/01/26
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Mr. Gedeon
|
|
|
|
|
|
|
|
|
|
||||||||
Stock Options
|
05/15/14
|
8,661
|
|
—
|
|
$13.89
|
05/15/21
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Stock Options
|
03/02/15
|
44,304
|
|
—
|
|
$13.27
|
03/02/25
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Stock Options
|
03/01/16
|
11,185
|
|
5,594
4
|
|
$13.76
|
03/01/26
|
—
|
|
—
|
|
—
|
|
—
|
|
1.
|
The dates presented in this column represent the dates the awards were granted (a) by BWXT (but converted into awards covering our common stock) prior to July 2015, and (b) by the Company on or after July 1, 2015. We are presenting the original grant dates for BWXT awards prior to our spin-off to assist in understanding the vesting dates associated with those awards.
|
2.
|
Market values in these columns are based on the closing price of our common stock as of December 31, 2018 ($0.39), as reported on the New York Stock Exchange.
|
3.
|
These SARs vest on November 18, 2020.
|
4.
|
These RSUs and stock options vested on March 1, 2019.
|
5.
|
These stock options vested on March 6, 2019.
|
6.
|
These performance-based stock units (“PSUs”) represent the right to receive a share of the Company’s common stock for each PSU that vests. The number of PSUs that vest depends upon the attainment of specified performance goals over a performance period beginning on January 1, 2017 and ending on December 31, 2019. The number of PSUs reported is based on achieving threshold performance levels.
|
7.
|
Half of these RSUs vested on March 3, 2019, and the other half vest on March 3, 2020.
|
8.
|
Half of these RSUs vest on August 14, 2019, and the remaining half vest on August 14, 2020.
|
•
|
Stock options and SARs were adjusted to have an option price or base price (rounded up to the nearest cent) of (1) the original option price or base price multiplied by (2) the ratio of the simple average of the volume weighted average per share price of the Company’s common stock on each of March 14, 2018, March 15, 2018 and March 16, 2018 (the “Post-Impact Price”) to the volume weighted average per share price of the Company’s common stock on March 13, 2018 (the “Pre-Impact Price”). Further, the number of shares of the Company’s common stock subject to the option or SAR was adjusted to be (rounded down to the nearest whole share) (1) the number of shares subject to the original stock option or SAR as of May 1, 2018 and (2) the ratio of the Pre-Impact Price to the Post-Impact Price.
|
•
|
RSUs were adjusted to cover a number of shares equal to the product (rounded up or down to the nearest whole share) of (1) the number of shares subject to the original RSU award as of May 1, 2018 and (2) the ratio of the Pre-Impact Price to the Post-Impact Price.
|
•
|
PSUs were adjusted to cover a target number of shares equal to the product (rounded up or down to the nearest whole share) of (1) the target number of shares subject to the original PSU award as of May 1, 2018 and (2) the ratio of the Pre-Impact Price to the Post-Impact Price.
|
NAME
|
OPTION AWARDS
|
STOCK AWARDS
|
||
NUMBER OF SHARES ACQUIRED ON EXERCISE (#)
|
VALUE REALIZED ON EXERCISE ($)
|
NUMBER OF SHARES ACQUIRED ON VESTING (#)
|
VALUE REALIZED ON VESTING ($)
|
|
Mr. Young
|
—
|
—
|
—
|
—
|
Ms. Kass
|
—
|
—
|
51,988
|
$91,103
|
Mr. Ferland
|
—
|
—
|
171,162
|
$953,960
|
Mr. Mostrom
|
—
|
—
|
—
|
—
|
Ms. Apker
|
—
|
—
|
26,188
|
$121,453
|
Mr. Morgan
|
—
|
—
|
9,246
|
$35,201
|
Mr. Hall
|
—
|
—
|
14,594
|
$65,612
|
Mr. Low
|
—
|
—
|
62,392
|
$100,425
|
Mr. Carano
|
—
|
—
|
79,417
|
$135,547
|
Mr. Gedeon
|
—
|
—
|
16,066
|
$83,278
|
NAME
|
SHARES WITHHELD ON VESTING OF RSUS
|
Mr. Young
|
—
|
Ms. Kass
|
15,610
|
Mr. Ferland
|
51,615
|
Mr. Mostrom
|
—
|
Ms. Apker
|
7,839
|
Mr. Morgan
|
2,719
|
Mr. Hall
|
4,319
|
Mr. Low
|
18,740
|
Mr. Carano
|
24,209
|
Mr. Gedeon
|
4,877
|
NAME
|
PLAN NAME
|
NUMBER OF YEARS CREDITED SERVICE (#)
|
PRESENT VALUE OF ACCUMULATED BENEFIT ($)
|
PAYMENTS DURING 2018 ($)
1
|
Mr. Young
|
N/A
|
N/A
|
N/A
|
N/A
|
Ms. Kass
|
N/A
|
N/A
|
N/A
|
N/A
|
Mr. Ferland
|
N/A
|
N/A
|
N/A
|
N/A
|
Mr. Mostrom
|
N/A
|
N/A
|
N/A
|
N/A
|
Ms. Apker
|
N/A
|
N/A
|
N/A
|
N/A
|
Mr. Morgan
|
N/A
|
N/A
|
N/A
|
N/A
|
Mr. Hall
|
N/A
|
N/A
|
N/A
|
N/A
|
Mr. Low
|
Qualified Plan
|
29
|
$1,050,354
|
$7,475
|
|
Excess Plan
|
29
|
$348,706
|
$0
|
Mr. Carano
|
N/A
|
N/A
|
N/A
|
N/A
|
Mr. Gedeon
|
N/A
|
N/A
|
N/A
|
N/A
|
1.
|
Represents payments made in 2018 by the Qualified Plan trust on behalf of Mr. Low.
|
•
|
For salaried participants hired before April 1, 2001, benefit accruals were frozen as of December 31, 2015. Beginning January 1, 2016, affected employees will receive a service-based cash contribution to their 401(k) plan account; and
|
•
|
For salaried participants hired on or after April 1, 2001, benefit accruals were frozen as of March 31, 2006, subject to cost of living adjustments. Beginning January 1, 2016, the cost of living adjustments were discontinued. Affected employees receive a service-based cash contribution to their 401(k) account.
|
NAME
|
PLAN NAME
|
EXECUTIVE CONTRIBUTIONS IN 2018 ($)(2)
|
REGISTRANT CONTRIBUTIONS IN 2018 ($)(2)
|
AGGREGATE EARNINGS IN 2018 ($)(2)
|
AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($)
|
AGGREGATE BALANCE AT 12/31/18 ($)(2)
|
||||||||
|
SERP
|
-
|
|
-
|
|
-
|
|
-
|
-
|
|
||||
Mr. Young
|
Restoration Plan
|
-
|
|
-
|
|
-
|
|
-
|
-
|
|
||||
|
LTIP
1
|
-
|
|
-
|
|
-
|
|
-
|
-
|
|
||||
|
SERP
|
-
|
|
-
|
|
|
($1,533
|
)
|
-
|
|
$23,461
|
|
||
Ms. Kass
|
Restoration Plan
|
|
$22,899
|
|
|
$12,108
|
|
|
($4,593
|
)
|
-
|
|
$37,577
|
|
|
LTIP
1
|
-
|
|
-
|
|
-
|
|
-
|
-
|
|
||||
|
SERP
|
-
|
|
-
|
|
|
($22,883
|
)
|
-
|
|
$464,947
|
|
||
Mr. Ferland
|
Restoration Plan
|
|
$12,855
|
|
|
$14,997
|
|
|
($49,553
|
)
|
-
|
|
$582,308
|
|
|
LTIP
1
|
-
|
|
-
|
|
-
|
|
-
|
|
$17,375
|
|
|||
|
SERP
|
-
|
|
-
|
|
-
|
|
-
|
-
|
|
||||
Mr. Mostrom
|
Restoration Plan
|
-
|
|
-
|
|
-
|
|
-
|
-
|
|
||||
|
LTIP
1
|
-
|
|
-
|
|
-
|
|
-
|
-
|
|
||||
|
SERP
|
-
|
|
-
|
|
|
($5,582
|
)
|
-
|
|
$208,269
|
|
||
Ms. Apker
|
Restoration Plan
|
-
|
|
-
|
|
|
($4,619
|
)
|
-
|
|
$25,331
|
|
||
|
LTIP
1
|
-
|
|
-
|
|
-
|
|
-
|
-
|
|
||||
|
SERP
|
-
|
|
-
|
|
-
|
|
-
|
-
|
|
||||
Mr. Morgan
|
Restoration Plan
|
-
|
|
-
|
|
|
($145
|
)
|
-
|
|
$1,528
|
|
||
|
LTIP
1
|
-
|
|
-
|
|
-
|
|
-
|
-
|
|
||||
|
SERP
|
-
|
|
-
|
|
|
($1,728
|
)
|
-
|
|
$34,476
|
|
||
Mr. Hall
|
Restoration Plan
|
-
|
|
-
|
|
|
($1,167
|
)
|
-
|
|
$11,952
|
|
||
|
LTIP
1
|
-
|
|
-
|
|
-
|
|
-
|
-
|
|
||||
|
SERP
|
-
|
|
-
|
|
|
($1,663
|
)
|
-
|
|
$34,476
|
|
||
Mr. Low
|
Restoration Plan
|
|
$5,875
|
|
|
$863
|
|
|
($1,818
|
)
|
-
|
|
$28,930
|
|
|
LTIP
1
|
-
|
|
-
|
|
-
|
|
-
|
-
|
|
||||
|
SERP
|
-
|
|
-
|
|
|
($6,753
|
)
|
-
|
|
$109,055
|
|
||
Mr. Carano
|
Restoration Plan
|
-
|
|
-
|
|
|
($17,009
|
)
|
-
|
|
$86,187
|
|
||
|
LTIP
1
|
-
|
|
-
|
|
-
|
|
-
|
|
$11,035
|
|
|||
|
SERP
|
-
|
|
-
|
|
|
($35,789
|
)
|
-
|
|
$419,350
|
|
||
Mr. Gedeon
|
Restoration Plan
|
-
|
|
-
|
|
|
($3,709
|
)
|
-
|
|
$49,025
|
|
||
|
LTIP
1
|
-
|
|
-
|
|
-
|
|
-
|
-
|
|
1.
|
The amount reflected in these rows represent the value of RSUs deferred by each NEO under the 2015 LTIP.
|
2.
|
See the narrative disclosure that follows for information regarding the extent to which amounts reported in the contributions and earnings columns are reported as 2018 compensation in the “2018 Summary Compensation Table” and amounts reported in the “Aggregate Balance at 12/31/18” column previously were reported as compensation in our Summary Compensation Tables for previous years.
|
•
|
for stock options and SARs: multiplying the number of accelerated stock options or SARs by the difference between the exercise price or base price and $0.39 (the closing price of the Company’s common stock on December 31, 2018); and
|
•
|
for RSUs and PSUs: multiplying the number of accelerated units by $0.39 (the closing price of the Company’s common stock on December 31, 2018).
|
|
MR. HALL
|
MR. MORGAN
|
||||
Severance Payments
|
$
|
360,000
|
|
$
|
360,000
|
|
Benefits Payment
|
$
|
4,660
|
|
$
|
4,660
|
|
Financial Planning
|
$
|
12,568
|
|
$
|
—
|
|
Outplacement Services
|
$
|
12,000
|
|
$
|
12,000
|
|
Stock Options
(unvested and accelerated) |
$
|
—
|
|
$
|
—
|
|
RSUs (unvested and accelerated)
|
$
|
16,495
|
|
$
|
11,319
|
|
PSUs (unvested and accelerated)
|
$
|
5,527
|
|
$
|
4,592
|
|
Total
|
$
|
411,250
|
|
$
|
392,571
|
|
•
|
the willful and continued failure of the executive to perform substantially his duties (occasioned by reason other than physical or mental illness or disability) after a written demand for substantial performance is delivered to the executive by the Compensation Committee or the Chief Executive Officer, which specifically identifies the manner in which the Compensation Committee or the Chief Executive Officer believes that the executive has not substantially performed his duties, after which the executive will have 30 days to defend or remedy such failure to substantially perform his duties;
|
•
|
the willful engaging by an executive in illegal conduct or gross misconduct, which is materially and demonstrably injurious to the Company; or
|
•
|
the conviction of an executive with no further possibility of appeal for, or plea of nolo contendere by the executive to, any felony.
|
|
MR. HALL
|
MR. MORGAN
|
||||
Severance Payments
|
$
|
360,000
|
|
$
|
360,000
|
|
Benefit Payments
|
$
|
4,660
|
|
$
|
4,660
|
|
Supplemental Executive Retirement Plan (SERP)
|
$
|
9,598
|
|
$
|
—
|
|
Restoration Plan
|
$
|
—
|
|
$
|
—
|
|
Stock Options
(unvested and accelerated) |
$
|
—
|
|
$
|
—
|
|
RSUs (unvested and accelerated)
|
$
|
65,354
|
|
$
|
44,858
|
|
PSUs (unvested and accelerated)
|
$
|
16,496
|
|
$
|
14,626
|
|
Total
|
$
|
456,108
|
|
$
|
424,144
|
|
|
MR. HALL
|
MR. MORGAN
|
Severance Payments
|
$1,152,000
|
$1,152,000
|
Benefits Payment
|
$68,426
|
$67,383
|
EICP
|
$216,000
|
$216,000
|
Financial Planning
|
$12,568
|
$—
|
Supplemental Executive Retirement Plan (SERP)
|
$9,598
|
$—
|
Restoration Plan
|
$—
|
$—
|
Stock Options
(unvested and accelerated) |
$—
|
$—
|
RSUs (unvested and accelerated)
|
$65,354
|
$44,858
|
PSUs (unvested and accelerated)
|
$16,496
|
$14,626
|
Excise Tax Gross-Up
|
$—
|
$—
|
Total
|
$1,540,442
|
$1,494,867
|
•
|
accelerated vesting in the executive’s SERP and Restoration Plan accounts;
|
•
|
accelerated vesting in any outstanding equity awards;
|
•
|
a cash severance payment;
|
•
|
a prorated target EICP payment;
|
•
|
payment of the prior year’s EICP payment, if unpaid at termination;
|
•
|
a cash payment representing health benefits coverage costs; and
|
•
|
continued financial planning services.
|
•
|
any person, other than an ERISA-regulated pension plan established by the Company or its affiliates makes an acquisition of outstanding voting stock and is, immediately thereafter, the beneficial owner of 30% or more of the then outstanding voting stock, unless such acquisition is made directly from the Company in a transaction approved by a majority of the incumbent directors; or any group is formed that is the beneficial owner of 30% or more of the outstanding voting stock (other than a group formation for the purpose of making an acquisition directly from the Company and approved (prior to such group formation) by a majority of the incumbent directors);
|
•
|
individuals who are incumbent directors (as defined in the change in control agreements) cease for any reason to constitute a majority of the members of the Board;
|
•
|
consummation of certain business combinations (as further described in the agreements) unless, immediately following such business combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the outstanding voting stock immediately before such business combination beneficially own, directly or indirectly, more than 51% of the then-outstanding shares of voting stock of the parent corporation resulting from such business combination in substantially the same relative proportions as their ownership, immediately before such business combination, of the outstanding voting stock, (ii) if the business combination involves the issuance or payment by the Company of consideration to another entity or its stockholders, the total fair market value of such consideration plus the principal amount of the consolidated long-term debt of the entity or business being acquired (in each case, determined as of the date of consummation of such business combination by a majority of the incumbent directors) does not exceed 50% of the sum of the fair market value of the outstanding voting stock plus the principal amount of the Company’s consolidated long-term debt (in each case, determined immediately before such consummation by a majority of the incumbent directors), (iii) no person (other than any corporation resulting from such business combination) beneficially owns, directly or indirectly, 30%
|
•
|
consummation of certain major asset dispositions (as further described in the agreements) unless, immediately following such major asset disposition, (i) individuals and entities that were beneficial owners of the outstanding voting stock immediately before such major asset disposition beneficially own, directly or indirectly, more than 70% of the then-outstanding shares of voting stock of the Company (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) and (ii) a majority of the members of the Board (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) were incumbent directors of the Company immediately before consummation of such major asset disposition.
|
•
|
Mr. Hall: $360,000 base salary and $216,000 target annual incentive compensation (60% of his annual base salary); and
|
•
|
Mr. Morgan: $360,000 base salary and $216,000 target annual incentive compensation (60% of his annual base salary).
|
•
|
If an EICP award for the year prior to termination is paid to other EICP participants after the date of the executive’s termination, the executive would be entitled to receive the actual amount of the award determined under the EICP for such prior year (without the exercise of any downward discretion). The 2017 EICP awards were paid before December 31, 2018. As a result, no payment would have been due to our NEOs in this respect.
|
•
|
The executive would be entitled to an EICP payment equal to the product of the NEO’s annual base salary multiplied by such NEO’s EICP target percentage, with the product prorated based on the number of days the NEO was employed during the year in which the termination occurs. We have assumed for purposes of this disclosure that, in the event of a December 31, 2018 termination date, each NEO would have been entitled to an EICP payment equal to 100% of his 2018 target EICP, as in effect immediately prior to the date of termination.
|
NAME
|
FEES EARNED OR
PAID IN CASH ($)
|
STOCK
AWARDS ($)
|
OPTION
AWARDS ($)
|
TOTAL ($)
|
||||||||
Matthew E. Avril
1
|
$
|
188,750
|
|
$
|
47,500
|
|
$
|
95,000
|
|
$
|
331,250
|
|
Henry E. Bartoli
1
|
$
|
215,341
|
|
$
|
47,500
|
|
$
|
249,340
|
|
$
|
512,181
|
|
Thomas A. Christopher
|
$
|
92,500
|
|
$
|
—
|
|
$
|
95,000
|
|
$
|
187,500
|
|
Cynthia S. Dubin
|
$
|
100,000
|
|
$
|
—
|
|
$
|
95,000
|
|
$
|
195,000
|
|
Brian K. Ferraioli
2
|
$
|
25,000
|
|
$
|
—
|
|
$
|
—
|
|
$
|
25,000
|
|
Stephen G. Hanks
2
|
$
|
28,750
|
|
$
|
—
|
|
$
|
—
|
|
$
|
28,750
|
|
Brian R. Kahn
1
|
$
|
106,250
|
|
$
|
47,500
|
|
$
|
95,000
|
|
$
|
248,750
|
|
Anne R. Pramaggiore
|
$
|
85,000
|
|
$
|
—
|
|
$
|
95,000
|
|
$
|
180,000
|
|
Kenneth Siegel
3
|
$
|
21,250
|
|
$
|
—
|
|
$
|
71,250
|
|
$
|
92,500
|
|
Larry L. Weyers
2
|
$
|
23,750
|
|
$
|
—
|
|
$
|
—
|
|
$
|
23,750
|
|
1.
|
As discussed above, pursuant to an agreement with Vintage, the Board appointed Messrs. Avril, Bartoli and Kahn to the Board effective January 3, 2018.
|
2.
|
Effective March 2, 2018, Stephen G. Hanks, Brian K. Ferraioli and Larry L. Weyers resigned as directors of the Company. Mr. Hanks was formerly Lead Director. Upon Mr. Hanks’ resignation, Mr. Avril became the independent Board Chairman.
|
3.
|
The Board elected Kenneth Siegel to serve as a member of the Board on September 6, 2018.
|
•
|
the chair of the Audit and Finance Committee: $15,000;
|
•
|
the chair of each of the Compensation and Governance Committees: $10,000;
|
•
|
the Lead Independent Director (if any): $20,000; and
|
•
|
the Chairman (if any): $100,000.
|
•
|
each stockholder who beneficially owns more than 5% of our common stock;
|
•
|
each current executive officer named in the 2018 Summary Compensation Table;
|
•
|
each of our directors; and
|
•
|
all of our executive officers and directors as a group.
|
NAME OF BENEFICIAL OWNER
|
COMMON STOCK:
NUMBER OF SHARES
BENEFICIALLY OWNED
|
PERCENT OF CLASS
1
|
OWNERSHIP OF OTHER SECURITIES
|
PERCENT OF CLASS
1
|
||
5% Stockholders:
|
|
|
|
|
||
Steel Partners Holdings, L.P.
2
|
29,975,041
|
|
17.8%
|
-
|
|
*
|
Vintage Capital Management, LLC
3
|
25,080,000
|
|
14.9%
|
-
|
|
*
|
B. Riley Financial, Inc.
4
|
10,908,713
|
|
6.5%
|
-
|
|
*
|
Named Executive Officers, Directors and Director Nominees:
|
||||||
Kenneth M. Young
|
-
|
|
*
|
-
|
|
*
|
Louis Salamone Jr.
|
-
|
|
*
|
-
|
|
*
|
Matthew E. Avril
5
|
452,810
|
|
*
|
-
|
|
*
|
Henry E. Bartoli
6
|
67,679
|
|
*
|
-
|
|
*
|
Thomas A. Christopher
7
|
50,792
|
|
*
|
29,817
|
|
*
|
Cynthia S. Dubin
8
|
111,182
|
|
*
|
-
|
|
*
|
Alan B. Howe
|
-
|
|
*
|
-
|
|
*
|
Brian R. Kahn
9
|
25,124,630
|
|
14.9%
|
-
|
|
*
|
Anne R. Pramaggiore
10
|
63,119
|
|
*
|
-
|
|
*
|
Bryant R. Riley
11
|
-
|
|
*
|
-
|
|
*
|
Kenneth M. Siegel
12
|
27,298
|
|
*
|
-
|
|
*
|
Jenny L. Apker
13
|
135,353
|
|
*
|
-
|
|
*
|
Mark A. Carano
14
|
179,757
|
|
*
|
28,295
|
|
*
|
E. James Ferland
15
|
360,119
|
|
*
|
-
|
|
*
|
Elias Gedeon
16
|
59,621
|
|
*
|
2,921
|
|
*
|
J. André Hall
17
|
125,269
|
|
*
|
-
|
|
*
|
Leslie C. Kass
18
|
125,919
|
|
*
|
-
|
|
*
|
Mark S. Low
19
|
132,730
|
|
*
|
-
|
|
*
|
Joel Mostrom
|
-
|
|
*
|
-
|
|
*
|
Jimmy B. Morgan
20
|
87,942
|
|
*
|
-
|
|
*
|
All Directors, Director Nominees and Executive Officers as a group (13 persons)
21
|
26,053,003
|
|
15.4%
|
61,033
|
|
*
|
1.
|
Percent is based on 168,867,532 outstanding shares of our common stock on April 25, 2019.
|
2.
|
As reported on Schedule 13D/A filed with the SEC on May 23, 2018. The Schedule 13D/A reports beneficial ownership of 29,975,041 shares of our common stock by Steel Partners Holdings L.P., SPH Group LLC, SPH Group Holdings LLC, Steel Partners Holdings GP Inc. and Steel Excel Inc., which each have shared voting and dispositive power over 29,975,041 shares. The Schedule 13D/A reports beneficial ownership
|
3.
|
As reported on Schedule 13D/A filed with the SEC on April 5, 2019. The Schedule 13D/A reports beneficial ownership of 25,080,000 shares of our common stock by Vintage Capital Management, LLC and Kahn Capital Management, LLC, which each have sole voting power over zero shares and shared voting and dispositive power over 25,080,000 shares. The Schedule 13D/A reports beneficial ownership of 25,088,232 shares of our common stock by Brian R. Kahn who has sole voting and dispositive power over 8,232 shares and shared voting and dispositive power over 25,080,000 shares. The reporting person’s address is 4705 S. Apopka Vineland Road, Suite 206, Orlando, FL 32819.
|
4.
|
As reported on Schedule 13D/A filed with the SEC on April 10, 2019. The Schedule 13D/A reports beneficial ownership of 10,908,713 shares of our common stock by B. Riley Financial, Inc. which has shared voting and dispositive power over 10,908,713 shares. The Schedule 13D/A reports beneficial ownership of 9,358,437 shares of our common stock by B. Riley FBR, Inc. which has shared voting and dispositive power over 9,301,437 shares. The Schedule 13D/A reports beneficial ownership of 1,550,276 shares of our common stock by B. Riley Capital Management, LLC, BRC Partners Opportunities Fund, LP and BRC Partners Management GP, LLC, which each have shared voting and dispositive power over 1,550,276 shares. The reporting person’s address is 21255 Burbank Blvd., Suite 400, Woodland Hills, CA 91367.
|
5.
|
Shares owned by Mr. Avril include 36,398 shares of common stock that he may acquire on the exercise of stock options.
|
6.
|
Shares owned by Mr. Bartoli include 36,398 shares of common stock that he may acquire on the exercise of stock options.
|
7.
|
Shares owned by Mr. Christopher include 36,398 shares of common stock that he may acquire on the exercise of stock options. Other securities owned by Mr. Christopher include 29,817 shares of common stock underlying vested RSUs that he elected to defer under our 2015 LTIP.
|
8.
|
Shares owned by Ms. Dubin include 36,398 shares of common stock that she may acquire on the exercise of stock options.
|
9.
|
Shares owned by Mr. Kahn include 36,398 shares of common stock that he may acquire on the exercise of stock options. Shares owned by Mr. Kahn also include shares beneficially owned by Vintage Capital Management, LLC, as disclosed in footnote 2 above.
|
10.
|
Shares owned by Ms. Pramaggiore include 36,398 shares of common stock that she may acquire on the exercise of stock options.
|
11.
|
Shares owned by Mr. Riley include shares beneficially owned by B. Riley Financial, Inc., as disclosed in footnote 4 above.
|
12.
|
Shares owned by Mr. Siegel include 27,298 shares of common stock that he may acquire on the exercise of stock options.
|
13.
|
Shares owned by Ms. Apker as of June 1, 2018 include 92,053 shares of common stock that she may acquire on the exercise of stock options and 539 shares of common stock held in The B&W Thrift Plan (the "Thrift Plan").
|
14.
|
Shares owned by Mr. Carano as of October 15, 2018 include 112,678 shares of common stock that he may acquire on the exercise of stock options and 262 shares of common stock held in our Thrift Plan. Other securities owned by Mr. Carano include 28,295 shares of common stock underlying vested RSUs that he elected to defer under our 2015 LTIP.
|
15.
|
Based on information available to the Company on April 23, 2019, shares owned by Mr. Ferland include 1,359,821 shares of common stock that he may acquire on the exercise of stock options and 532 shares of common held in our Thrift Plan. Other securities owned by Mr. Ferland include 44,550 shares of common stock underlying vested RSUs that he elected to defer under our 2015 LTIP.
|
16.
|
Shares owned by Mr. Gedeon as of March 16, 2018 include 40,766 shares of common stock that he may acquire on the exercise of stock options and 189 shares of common held in our Thrift Plan. Other securities owned by Mr. Gedeon include 2,921 shares of common stock underlying vested RSUs that he elected to defer under our 2015 LTIP.
|
17.
|
Shares owned by Mr. Hall include 103,240 shares of common stock that he may acquire on the exercise of stock options and 177 shares of common stock held in our Thrift Plan.
|
18.
|
Shares owned by Ms. Kass as of November 18, 2018 include 47,817 shares of common stock that she may acquire on the exercise of stock options and 240 shares of common stock held on our Thrift Plan.
|
19.
|
Shares owned by Mr. Low as of December 31, 2018 include 77,014 shares of common stock that he may acquire on the exercise of stock options and 729 shares of common stock held on our Thrift Plan.
|
20.
|
Shares owned by Mr. Morgan include 72,348 shares of common stock that he may acquire on the exercise of stock options.
|
21.
|
Shares owned by all directors and officers as a group, excluding Mses. Apker and Kass and Messrs. Carano, Ferland, Gedeon, Low and Mostrom, include 389,858 shares of common stock that may be acquired on the exercise of stock options and 177 shares of common stock held in our Thrift Plan.
|
Matthew E. Avril
|
Brian R. Kahn
|
Alan B. Howe
|
Kenneth Siegel
|
Cynthia S. Dubin
|
|
|
2018
|
2017
|
||||
Audit
The Audit fees were for professional services rendered for the audits of the combined and consolidated financial statements of the Company, the audit of the Company’s internal control over financial reporting, statutory and subsidiary audits, reviews of the quarterly combined and consolidated financial statements of the Company and assistance with review of documents filed with the SEC.
|
$
|
3,642,300
|
|
$
|
4,703,835
|
|
Audit-Related
There were no Audit-Related fees in 2018.
|
$
|
—
|
|
$
|
35,800
|
|
Tax
The tax fees were for professional services rendered for consultations on various U.S. federal, state and international tax compliance matters, as well as consultation and advice on various foreign tax matters.
|
$
|
91,500
|
|
$
|
58,995
|
|
All Other
There were no other fees for services.
|
$
|
—
|
|
$
|
—
|
|
TOTAL
|
$
|
3,733,800
|
|
$
|
4,798,630
|
|
*
|
Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
|
**
|
Previously filed or furnished, as required, with the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on April 2, 2019.
|
†
|
Management contract or compensatory plan or arrangement.
|
‡
|
The Company has omitted certain information contained in this exhibit pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and, if publicly disclosed, would likely cause competitive harm to the Company.
|
Babcock & Wilcox Enterprises, Inc.
|
|
|
|
By:
|
/s/ Kenneth M. Young
|
|
Name: Kenneth M. Young
|
|
Title: Chief Executive Officer
|
Signature
|
Title
|
Date
|
|
|
|
/s/ Kenneth M. Young
|
Chief Executive Officer
(Principal Executive Officer)
|
|
Kenneth M. Young
|
April 30, 2019
|
|
|
|
|
/s/ Louis Salamone
|
Chief Financial Officer
(Principal Financial Officer)
|
|
Louis Salamone
|
April 30, 2019
|
|
|
|
|
/s/ Daniel W. Hoehn
|
Vice President, Controller and
Chief Accounting Officer
(Principal Accounting Officer and
Duly Authorized Representative)
|
|
Daniel W. Hoehn
|
April 30, 2019
|
|
|
|
|
/s/ Matthew E. Avril
|
|
|
Matthew E. Avril
|
Director
|
April 30, 2019
|
|
|
|
/s/ Henry E. Bartoli
|
|
|
Henry E. Bartoli
|
Director
|
April 30, 2019
|
|
|
|
/s/ Alan B. Howe
|
|
|
Alan B. Howe
|
Director
|
April 30, 2019
|
|
|
|
/s/ Cynthia S. Dubin
|
|
|
Cynthia S. Dubin
|
Director
|
April 30, 2019
|
|
|
|
/s/ Brian R. Kahn
|
|
|
Brian R. Kahn
|
Director
|
April 30, 2019
|
|
|
|
/s/ Bryant R. Riley
|
|
|
Bryant R. Riley
|
Director
|
April 30, 2019
|
|
|
|
/s/ Kenneth Siegel
|
|
|
Kenneth Siegel
|
Director
|
April 30, 2019
|
1 Year Babcock and Wilcox Enter... Chart |
1 Month Babcock and Wilcox Enter... Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions