Babcock & Wilcox Enterprises Announces Director and Officer Changes
Ticker: BW-PA · Form: 8-K · Filed: Dec 2, 2024 · CIK: 1630805
| Field | Detail |
|---|---|
| Company | Babcock & Wilcox Enterprises, INC. (BW-PA) |
| Form Type | 8-K |
| Filed Date | Dec 2, 2024 |
| Risk Level | medium |
| Pages | 5 |
| Reading Time | 6 min |
| Key Dollar Amounts | $0.01, $29,166 m, $525,000, $500,000, $12,500 m |
| Sentiment | neutral |
Sentiment: neutral
Topics: management-change, board-election, officer-appointment
TL;DR
B&W Enterprises shakes up leadership with new directors and officers appointed.
AI Summary
Babcock & Wilcox Enterprises, Inc. announced on December 2, 2024, the election of new directors and changes in its officer appointments. The company also reported on other events and filed financial statements and exhibits. Specific details regarding the new officers and their compensation arrangements are included in the filing.
Why It Matters
Changes in board composition and executive leadership can signal shifts in company strategy or operational focus, impacting investor confidence and future performance.
Risk Assessment
Risk Level: medium — Changes in executive and board positions can introduce uncertainty regarding future strategy and operational execution.
Key Players & Entities
- Babcock & Wilcox Enterprises, Inc. (company) — Registrant
- Delaware (jurisdiction) — State of Incorporation
- December 2, 2024 (date) — Date of Report
FAQ
Who are the newly elected directors of Babcock & Wilcox Enterprises, Inc.?
The filing announces the election of directors but does not list their names in the provided text.
What specific officer positions have seen appointments or changes?
The filing indicates appointments of certain officers but does not specify the exact positions in the provided text.
Are there any details on the compensatory arrangements for the newly appointed officers?
Yes, the filing states that information regarding compensatory arrangements of certain officers is included.
What is the SIC code for Babcock & Wilcox Enterprises, Inc.?
The Standard Industrial Classification (SIC) code for Babcock & Wilcox Enterprises, Inc. is 3433, which corresponds to Heating Equipment, Except Electric & Warm Air Furnaces.
When is the fiscal year end for Babcock & Wilcox Enterprises, Inc.?
The fiscal year end for Babcock & Wilcox Enterprises, Inc. is December 31.
Filing Stats: 1,520 words · 6 min read · ~5 pages · Grade level 10.9 · Accepted 2024-12-02 16:30:14
Key Financial Figures
- $0.01 — e on which Registered Common stock, $0.01 par value per share BW New York Sto
- $29,166 m — the Company will pay Mr. Salamone (1) a $29,166 monthly fee during the term of Mr. Salamo
- $525,000 — term of Mr. Salamone's services, (2) a $525,000 signing bonus, payable within 15 days o
- $500,000 — al rate of base salary will increase to $500,000 and Mr. Riker's annual rate of base sal
- $12,500 m — ed term, Mr. Bartoli will receive (1) a $12,500 monthly fee and (2) restricted stock unit
- $75,000 — stock units with a grant date value of $75,000 to be granted by the Company, half of w
Filing Documents
- tm2429848d1_8k.htm (8-K) — 43KB
- tm2429848d1_ex99-1.htm (EX-99.1) — 19KB
- 0001104659-24-124602.txt ( ) — 295KB
- bw-20241202.xsd (EX-101.SCH) — 4KB
- bw-20241202_def.xml (EX-101.DEF) — 27KB
- bw-20241202_lab.xml (EX-101.LAB) — 37KB
- bw-20241202_pre.xml (EX-101.PRE) — 26KB
- tm2429848d1_8k_htm.xml (XML) — 8KB
02 Departure of Directors or Certain Officers; Election
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 26, 2024, Louis Salamone, Jr. announced that he would step down as the Executive Vice President and Chief Financial Officer of Babcock & Wilcox Enterprises, Inc. (the "Company") effective December 31, 2024. In connection with Mr. Salamone's transition, the Company entered into a consulting agreement with Mr. Salamone, dated November 27, 2024 (the "Salamone Consulting Agreement"). Pursuant to the Salamone Consulting Agreement, Mr. Salamone will provide consulting services (including transition support of the Chief Financial Officer role) to the Company for a one year term commencing January 1, 2025, subject to earlier termination by either party with thirty days' advance written notice and provided that Mr. Salamone executes a release of claims in favor of the Company. As consideration for his consulting services, the Salamone Consulting Agreement provides that the Company will pay Mr. Salamone (1) a $29,166 monthly fee during the term of Mr. Salamone's services, (2) a $525,000 signing bonus, payable within 15 days of January 1, 2025, and (3) an additional bonus of $525,000 payable in monthly instalments over the 12-month term of the Salamone Consulting Agreement. In addition, Mr. Salamone will vest on December 31, 2024 in 130,000 restricted stock units previously granted to him by the Company and all other unvested equity awards held by Mr. Salamone on that date will terminate. The Company appreciates Mr. Salamone's efforts over the past six years, as well as his commitment to provide transition and consulting services to the Company. On December 2, 2024, the Company announced the appointments of Cameron Frymyer to Executive Vice President and Chief Financial Officer of the Company, Jimmy Morgan to Executive Vice President and Chief Commercial Officer of the Company and Chris Riker to Executive Vi
01 Other Events
Item 8.01 Other Events. The Babcock & Wilcox Company (the "B&W Company") is party to a Consultant Agreement with Henry E. Bartoli, a member of the Company's Board of Directors, dated November 5, 2020, as amended on January 5, 2022 and December 31, 2023 (the "Bartoli Consulting Agreement"). Pursuant to the Bartoli Consulting Agreement, Mr. Bartoli provides consulting services to the B&W Company. On November 26, 2024, the B&W Company and Mr. Bartoli entered into a third amendment to the Bartoli Consulting Agreement (the "Amendment") that extends the term of the Bartoli Consulting Agreement through December 31, 2025, subject to earlier termination by either party as provided in the Bartoli Consulting Agreement. The Amendment also provides that as consideration for his consulting services during the extended term, Mr. Bartoli will receive (1) a $12,500 monthly fee and (2) restricted stock units with a grant date value of $75,000 to be granted by the Company, half of which will vest on each of June 30, 2025 and December 31, 2025, subject to Mr. Bartoli's continued service through the applicable vesting date. Except as provided in the preceding sentence, the provisions of the Bartoli Consulting Agreement remain unchanged. The foregoing description of the Amendment is a summary, does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 99.1 Third Amendment to the Consulting Agreement, by and between The Babcock & Wilcox Company and Henry Bartoli, dated November 26, 2024. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
Signatures
Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BABCOCK & WILCOX ENTERPRISES, INC. December 2, 2024 By: /s/ John J. Dziewisz John J. Dziewisz Executive Vice President, General Counsel and Corporate Secretary