Babcock & Wilcox Enterprises (BW) Proxy filing summary

Executive summary

• 2025 marked a pivotal year with improved balance sheet, reduced debt, and record backlog, including a $2.4 billion agreement for AI Data Center power generation equipment.

• Adjusted EBITDA more than doubled to $43.7 million, net loss narrowed to $32.8 million, and operating income turned positive.

• Strategic actions and entry into new markets position the company for sustained growth, with continued focus on hydrogen and decarbonization technologies.

Voting matters and shareholder proposals

• Proposals include declassifying the board for annual director elections starting 2028, removing 80% supermajority voting requirements, ratifying BDO USA as auditor, approving executive compensation, and amending the 2021 Long-Term Incentive Plan.

• Shareholders will elect two directors, Alan B. Howe and Rebecca L. Stahl, for either two or three-year terms depending on the outcome of the declassification proposal.

• Advisory vote on executive compensation and approval of additional shares for the long-term incentive plan are included.

Board of directors and corporate governance

• Board consists of seven directors, five of whom are independent; CEO is the only executive director.

• Lead Independent Director role is in place due to non-independence of the Chairman.

• Board committees (Audit and Finance, Compensation, Governance, Related Party Transactions) are fully independent.

• Annual board and committee self-evaluations, robust overboarding policy, and director stock ownership guidelines are enforced.