Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 29, 2022, Thomas E. McCabe, age 67, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary of BWX Technologies, Inc. ("BWXT" or the "Company"), provided notice of his decision to retire from the Company. Mr. McCabe continued in his role through January 2, 2023 ("Transition Date"), after which he will serve as Special Advisor to the Chief Executive Officer ("CEO") to assist with the transition of the General Counsel role until his retirement from the Company on August 1, 2023 ("Retirement Date").

The Company and Mr. McCabe entered into a Transition Agreement on December 29, 2022, which provides that Mr. McCabe will (i) receive a salary of $3,000 per month in his role as Special Advisor to the CEO through the Retirement Date; (ii) receive a retirement payment of $2,450,000, which includes certain incentive and other compensation consistent with the retirement benefits to which he was entitled through the Retirement Date; (iii) not participate in the 2022 and 2023 annual incentive plans; (iv) receive a cash retention bonus of $29,000 on the Retirement Date; and (v) continued participation in certain of our employee benefit plans (subject to the terms and conditions of such plans). Equity awards previously granted to Mr. McCabe will be terminated as of December 29, 2022 and he will not participate in 2023 annual equity awards.

Item 7.01 Regulation FD Disclosure

On December 29, 2022, the Company's Board of Directors unanimously appointed Ronald O. Whitford, Jr., age 53, to succeed Mr. McCabe as the Company's Senior Vice President, General Counsel, Chief Compliance Officer and Secretary as part of the Company's normal succession planning process, effective on the Transition Date. A copy of the press release issued by the Company announcing the General Counsel transition is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liabilities under that Section. Exhibit 99.1 shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.



Exhibit No.                Description

99.1                         Press Release dated January 4, 2023.

104                        Cover Page Interactive Data File (formatted as Inline XBRL and contained
                           in Exhibit 101)

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