DEF 14A of Kratos Defense & Security Solutions, Inc.
Filed Apr 4, 2025 · FY20240001069258-25-000018
Proposal 1: Director Nominees
Proposal 1: Director Nominees The following table provides summary information about each director nominee. Each director nominee will be elected to serve until the next annual meeting of stockholders.
Proposal 1: Director Nominees
| Name | Age | Director Since | Occupation | Independent | Committees | | Scott Anderson | 66 | 1997 | Principal, Cedar Grove Partners, LLC | x | Audit (Chair); Nominating & Corporate Governance | | Bradley Boyd | 52 | 2023 | Colonel (Ret.), U.S. Army; Visiting Fellow, The Hoover Institution, Stanford University | x | Audit | | Eric DeMarco | 61 | 2003 | President and Chief Executive Officer, Kratos | | | | Bobbi Doorenbos | 55 | 2024 | Brigadier General (Ret.), U.S. Air Force; Military/Commercial Pilot | x | Compensation | | William Hoglund (Chairman) | 71 | 2001 | Member, Safeboats International, LLP | x | Audit; Compensation; Nominating & Corporate Governance | | Scot Jarvis | 64 | 1997 | Principal, Cedar Grove Partners, LLC | x | Audit; Compensation (Chair); Nominating & Corporate Governance | | Deanna Lund | 57 | 2021 | Executive Vice President and Chief Financial Officer, Kratos | | | | Amy Zegart | 57 | 2014 | Senior Fellow, The Hoover Institution, Stanford University and Senior Fellow, Stanford Human-Centered Artificial Intelligence Institute | x | Nominating & Corporate Governance (Chair) |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board currently consists of eight directors, six of whom are independent directors within the meaning of the listing standards of the NASDAQ Stock Market (“NASDAQ”), and all of whom are standing for re-election to the Board at the Annual Meeting. In October 2024, we announced the resignation of Mr. Daniel Hagen, effective as of October 2, 2024. We thank him for his service, guidance and oversight. All directors are elected at each annual meeting of stockholders and serve until the next annual meeting of stockholders or until their successor has been duly elected and qualified, or until their earlier death, resignation, or removal. Our Board has designated the persons named below as nominees for election of directors. All nominees are currently serving as directors of the Company. If elected at the Annual Meeting, each of the nominees will serve until our 2026 Annual Meeting of Stockholders, or until their successors are duly elected and qualified. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the eight nominees named in this Proxy Statement.
Information Regarding Director Nominees
Information Regarding Director Nominees Nominees for Election to the Board:
Information Regarding Director Nominees
| Name | Age | Committees/Audit Committee Financial Expert | | Scott Anderson | 66 | Audit Committee (Chair) & Audit Committee Financial Expert Nominating and Corporate Governance Committee | | Bradley Boyd | 52 | Audit Committee | | Eric DeMarco | 61 | | | Bobbi Doorenbos | 55 | Compensation Committee | | William Hoglund, Chairman | 71 | Audit Committee Compensation Committee Nominating and Corporate Governance Committee | | Scot Jarvis | 64 | Audit Committee Compensation Committee (Chair) Nominating and Corporate Governance Committee | | Deanna Lund | 57 | | | Amy Zegart | 57 | Nominating and Corporate Governance Committee (Chair) |
Scott Anderson
Scott Anderson Scott Anderson has served as a director since March 1997. Mr. Anderson was President and Chief Executive Officer of NE Wireless Networks, LLC, a wireless telecommunications provider in Maine, from September 2013 through the 2018-2020 sale and transition of its assets to a major telecommunications provider. Mr. Anderson has been a principal of Cedar Grove Partners, LLC, an investment partnership, since 1997, and a principal of Cedar Grove Investments, LLC, a private seed capital firm, since 1998. Mr. Anderson was with McCaw Cellular/AT&T Wireless, most recently as Senior Vice President of the Acquisitions and Development group, from 1986 until 1997. Before joining McCaw Cellular in 1986, Mr. Anderson was engaged in private law practice. More recently, Mr. Anderson served on the board of directors and was Audit Committee Chairman of SunCom Wireless Holdings, Inc. until its acquisition by T‑Mobile USA, Inc. in February 2008. Mr. Anderson was also a director of TC Global, Inc., a public company registrant, from July 2010 to November 2013. He currently serves on the board of directors of several private companies, including PowerLight, Inc., Saltchuk, Inc., and Anvil Corp.; he is the Chairman of the board of directors of Opanga, Inc., and serves as an advisor to the board of directors of Tupl, Inc., both of which are also private companies. Mr. Anderson received a bachelor’s degree in History from the University of Washington, magna cum laude, and a law degree from the University of Washington Law School, with highest honors. Mr. Anderson’s formal legal training, extensive experience in mergers and acquisitions, experience with litigation matters, experience in analyzing and evaluating financial statements gained while serving on public company and private company boards and audit committees, and as a chief executive officer provide important resources in his service on our Board and in his capacity as the chairman of our Audit Committee and as our Audit Committee financial expert. Mr. Anderson holds a Top Secret National Security Clearance.
Bradley Boyd
Bradley Boyd Colonel (Ret.) Bradley Boyd has served as a director since November 2023. Since November 2021, Colonel Boyd has served as a Visiting Fellow at the Hoover Institution at Stanford University where his work focuses on automation and autonomy in warfare, as well as emergent technology in National Security. Colonel Boyd has also served as a Senior Advisor to The Roosevelt Group since 2021. Upon his retirement in November 2021 as a U.S. Army Colonel, Colonel Boyd completed his 31-year military career with 19 years in the U.S. Army after an initial 12 years in the U.S. Marine Corps. Colonel Boyd has also served as Defense and Foreign Policy Advisor to Senator Angus King, as Director of Chief of Staff of the Army General Mark Milley’s Coordination Group, and as the lead for AI-enabled warfighting development at the Department of Defense’s Joint Artificial Intelligence Center. He also served as the U.S. Army’s liaison to the British Army for Capability Development at British Army Headquarters in the United Kingdom. Colonel Boyd’s operational experience includes deployments throughout Central Asia, the Middle East, the Western Pacific, Europe, and South America. Colonel Boyd was a Seminar XXI Fellow at the Massachusetts Institute of Technology and the Senior Military Fellow at the Center for International Security and Cooperation at Stanford University where he published works on cyber and AI-enabled information operations. Colonel Boyd holds a master’s degree in International Politics from Cambridge, a master’s degree in Strategic Cyber Operations from the Army’s Command and General Staff College, and a bachelor’s degree in Anthropology from the University of California, Irvine. Colonel Boyd brings to the Board extensive experience as a military officer, with a focus on security and autonomous technology. Colonel Boyd holds a Top Secret National Security Clearance.
Eric DeMarco
Eric DeMarco Eric DeMarco joined Kratos in November 2003 as President and Chief Operating Officer. Mr. DeMarco was appointed as a director and assumed the role of Chief Executive Officer effective April 1, 2004. Prior to joining the Company, Mr. DeMarco served as President and Chief Operating Officer of The Titan Corporation (“Titan”), then a NYSE-listed corporation, prior to its acquisition by L-3 Communications. Prior to his being named President and Chief Operating Officer, Mr. DeMarco served as Executive Vice President and Chief Financial Officer of Titan. Prior to joining Titan, Mr. DeMarco served in a variety of public accounting positions primarily focusing on large multi-national corporations and publicly traded companies. Mr. DeMarco received a bachelor’s degree in Business Administration and Finance, summa cum laude, from the University of New Hampshire. Under Mr. DeMarco, we successfully transitioned from a wireless communications company to a national defense and homeland security product solutions business through both organic growth and strategic acquisitions. Mr. DeMarco’s in-depth knowledge of our business and operations, his experience in the defense contracting industry, and his experience with publicly traded companies position him well to serve as our Chief Executive Officer and a member of our Board. Mr. DeMarco holds a Top Secret National Security Clearance.
Bobbi Doorenbos
Bobbi Doorenbos Brigadier General (Ret.) Bobbi “Flash” Doorenbos has served as a director since March 2024. In her nearly 25 years of distinguished military service, General Doorenbos has served in leadership positions in the White House, Headquarters Air Force, and National Guard Bureau. Her experience includes time as a Special Assistant to Vice President Biden for Defense Policy and Intelligence Programs, as a White House Fellow serving alongside the Secretary of Agriculture, and as Military Deputy for Air Force Training and Readiness, where she had responsibilities over the U.S. Air Force’s operational training infrastructure, readiness and reporting, and aircrew management. General Doorenbos also served as the Wing Commander of the 188th Wing, overseeing its transition from the manned A-10 Warthog to the unmanned MQ-9 Reaper, Intelligence Analysis and Targeting missions. Prior to that, she led the 214th Reconnaissance Group at Davis Monthan Air Force Base as it gained MQ-1’s and stood up a Launch and Recovery unit at Fort Huachuca, AZ. General Doorenbos served in the Air Force as an F-16 pilot, and is one of a small handful of the first women to fly fighter aircraft. As a pilot in both the Sioux City, IA and Washington, D.C. Air National Guard units, she participated in Operations SOUTHERN WATCH, NOBLE EAGLE, and IRAQI FREEDOM, and has extensive experience at the National Guard Bureau in the Operations, Intelligence, and Requirements/Acquisitions Directorates. General Doorenbos graduated from Iowa State University with a bachelor’s degree of Business Administration in Finance, then went on to graduate with a M.S. Intelligence from the Defense Intelligence Agency’s National Defense Intelligence College, and an Executive MBA from the University of Virginia’s Darden School of Business. General Doorenbos has extensive current and previous board experience, with service on the boards of the White House Fellows Foundation and Association from 2015 to 2022, the National Guard Association since 2019, and STEM Flights since 2019, a 501(c)(3) nonprofit organization dedicated to educating high school students about STEM career fields in aviation. She is also a Senior Advisor with The Roosevelt Group since 2022, a public speaker, executive coach, and a commercial airline pilot with American Airlines since 2001, flying the Airbus 320. General Doorenbos brings to the Board knowledge and experience as a defense and national security policy advisor and military operator. General Doorenbos holds a Top Secret National Security Clearance.
William Hoglund
William Hoglund William Hoglund has served as a director since February 2001 and Chairman of the Board since June 2009. Mr. Hoglund has been an owner of SAFE Boats International, a leading manufacturer of vessels for military, law enforcement, and commercial purposes, since 2000, and has served as a director of SAFE Boats International since 2000. Beginning in November 2021, Mr. Hoglund is also a director of Bridger Trust, a Wyoming Trust Company. From 1994 to 2000, Mr. Hoglund served as Vice President and Chief Financial Officer of Eagle River, LLC, a private investment company. During his tenure at Eagle River, Mr. Hoglund served as a director of Nextel Communications, Inc. and Nextlink Communications, Inc. From 1977 to 1994, Mr. Hoglund worked for J.P. Morgan & Co. and several of its subsidiaries. Mr. Hoglund held a variety of positions in J.P. Morgan’s commercial and investment banking operations. Mr. Hoglund received a bachelor’s degree in Management Science and German Literature, cum laude, from Duke University and a master’s degree in Business Administration from the University of Chicago Booth School of Business. Mr. Hoglund’s financial experience and expertise in both the public and private marketplace make him well suited for his role as a member of the Audit Committee. He also brings significant experience in the defense contracting industry. He has served on various independent committees of the Board, has taken an active leadership role, and is well qualified to serve as the Chairman of the Board. Mr. Hoglund holds a Top Secret National Security Clearance.
Scot Jarvis
Scot Jarvis Scot Jarvis has served as a director since February 1997. Mr. Jarvis co‑founded Cedar Grove Partners, LLC in 1997, an investment and consulting/advisory partnership with a focus on wireless communications investments. Prior to co‑founding Cedar Grove, Mr. Jarvis served as a senior executive of Eagle River, Inc., an investment firm owned by Craig McCaw. While at Eagle River he founded Nextlink Communications on behalf of McCaw and served on its board of directors. He has also served on the board of directors of Nextel Communications, NextG Networks, Inc., Leap Wireless, and Rootmetrics, Inc. From 1985 to 1994, Mr. Jarvis served in several executive capacities at McCaw Cellular Communications until it was sold to AT&T. Mr. Jarvis served on the board of directors of Vitesse Semiconductor from 2012 until its acquisition by Microsemi Corporation in April 2015. Mr. Jarvis currently serves on the board of directors of Spectrum Effect (since February 2018), Slingshot Sports (since 1999), and Investco, LLC (since 2022). Mr. Jarvis served as a venture partner with Oak Investment Partners, a multi‑stage venture capital firm from 2000 to 2022. Mr. Jarvis holds a bachelor’s degree in Business Administration from the University of Washington. Mr. Jarvis has extensive experience with mergers and acquisitions transactions, which has been of particular significance to the Board during the Company’s pursuit of growth strategies through mergers and acquisitions. Mr. Jarvis holds a Top Secret National Security Clearance.
Deanna Lund
Deanna Lund Deanna Lund has served as Kratos’ Executive Vice President and Chief Financial Officer since April 2004 and as a director since May 2021. Prior to joining Kratos, Ms. Lund most recently served as Vice President and Corporate Controller of Titan from July 1998 to 2004, then a NYSE-listed corporation, prior to its acquisition by L-3 Communications, and as its Corporate Controller beginning in December 1996. Ms. Lund was also Titan’s Corporate Manager of Operations Analysis from 1993 to 1996. Prior to that time, Ms. Lund worked for Arthur Andersen LLP. Ms. Lund received a bachelor’s degree in Accounting from San Diego State University, magna cum laude, and is a Certified Public Accountant. Ms. Lund holds a Top Secret National Security Clearance.
Amy Zegart
Amy Zegart Amy Zegart has served as a director since September 2014. Ms. Zegart is the Morris Arnold and Nona Jean Cox Senior Fellow at the Hoover Institution and Professor of Political Science (by courtesy) at Stanford University. She is also a Senior Fellow at Stanford’s Human-Centered Artificial Intelligence Institute and the Freeman Spogli Institute for International Studies. An award-winning author, Ms. Zegart has written five books examining emerging technology and U.S. national security, U.S. intelligence, cybersecurity, and global political risk. She co-taught a Stanford MBA course with former Secretary of State Condoleezza Rice about how business leaders can manage political risk and co-authored a book on the subject, Political Risk. Ms. Zegart served on the Clinton administration’s National Security Council staff and as a foreign policy adviser to the Bush-Cheney 2000 presidential campaign. She has testified before the House and Senate Intelligence Committees, provided training to the U.S. Marine Corps, and has advised senior U.S. government officials about intelligence and national security matters for more than two decades. Her analysis has appeared in Foreign Affairs, The Washington Post, The Wall Street Journal, The New York Times, Wired, and elsewhere. Prior to her academic career, she was a management consultant at McKinsey & Company. Ms. Zegart received an A.B. in East Asian Studies, magna cum laude, from Harvard University and an M.A. and Ph.D. in Political Science from Stanford University. She is the recipient of a Fulbright Fellowship, the American Political Science Association’s Leonard D. White Award, and research grants from the Carnegie Corporation of New York, Hewlett Foundation, Smith Richardson Foundation, and National Science Foundation. Since January 2019, Ms. Zegart has served as a director, Audit Committee member, and Contracts Committee member for the fund boards of The Capital Group (American Funds), a private company. Ms. Zegart brings significant knowledge of national and international security issues to the Board. Ms. Zegart holds a Top Secret National Security Clearance.
2024 Say-on-Pay Vote Results, Stockholder Feedback, and Compensation Program Decisions
2024 Say-on-Pay Vote Results, Stockholder Feedback, and Compensation Program Decisions In accordance with Section 14A of the Exchange Act, beginning in 2011, we gave our stockholders the opportunity to provide feedback on our executive compensation program and related proxy disclosure through an advisory vote at our annual stockholders meeting. Stockholders were asked to approve, on an advisory basis, the compensation paid to the named executive officers. Throughout 2024, the Company continued its ongoing engagement with stockholders: presenting at multiple virtual investor conferences throughout the year, with numerous Kratos stockholders participating; speaking with the top 10 to 15 mutual and hedge fund stockholders typically on a quarterly basis, or sometimes monthly or even more frequently; and maintaining open lines of communication with stockholders, many of whom reach out to the Company after each earnings release and after the Company issues significant press releases. Much of the Kratos stockholder feedback is focused on Kratos being a defense technology company and our related strategy to disrupt the existing federal government contracting, national security industry and marketplace by making up front investments ahead of contract or program award, and by being first to market with affordable, relevant leading technology products. Kratos stockholders are also focused on the Total Addressable Market (TAM) opportunity for Kratos and our core businesses and the related expected longer term growth rates, profitability and cash flows, as Kratos gains market share through the successful execution of our differentiated strategy. Additionally, Kratos stockholders are focused on near term performance and results, which are representative of continued progress of the successful execution of Kratos’ long-term strategy and business plan; i.e., Kratos making the upfront investment, being first to market with affordable, relevant, leading technology products, systems and solutions, obtaining new contract and program wins and successfully transitioning development programs, over time, to Programs of Record and production. We believe the successful execution of this aspect of our strategy is reflected in Kratos' record backlog and opportunity pipeline. Kratos stockholders are aware that our Company has and continues to receive new, development type programs for new, leading-edge technology, products and systems, particularly in the Company’s Unmanned Systems, Space, Satellite and Cyber, engine and propulsion systems, and rocket and hypersonic businesses. Our stockholders also understand the internally funded investments required to successfully obtain and execute these programs is consistent with our strategy and that development programs, by their nature, typically generate lower profit margins than more mature, production programs. Additionally, Kratos stockholders are aware of the nature of the industry we operate in, the federal government contracting industry, and that federal budgets can and typically do have extensive delays, that the federal government can shut down, that budgets can have different priorities with changing Administrations or individuals, etc., any of which can impact a particular year or the near-term operating environment for the industry and the Company, including particular programs and contracts. Based on our regular and routine discussions with our stockholders and their feedback, we believe that we have appropriately structured the Company’s executive compensation policy and program taking into consideration each of these factors and we are in alignment with our stockholders and their expectations, whereby a significant portion (between approximately 60% to 80%, with the variation based upon the Company's stock price on the date of grant) of executive management’s target compensation being in the form of long-term incentive (“LTI”) awards, with 50% of the LTI awards granted in the form of performance-based RSUs tied to a multi-year performance period with a minimum threshold of 10% growth in Adjusted EBITDA to earn any of the LTI milestones within a 5-year period following the date of grant. This design aligns our executive compensation program with near term demonstrable progress and performance and successful and sustained long term strategic business plan execution. Additional feedback from our stockholder discussions includes designing executive compensation packages that are more heavily LTI based, versus cash based, aligning interests of stockholders and management for continued growth and enhanced liquidity. Since the Compensation Committee began issuing performance-based LTI grants in 2020, which account for 50% of the LTI grants (or between 60% and 80% of the executive’s target annual compensation), the Company has reported EBITDA growth of 23.4% as of December 31, 2023 and 36.7% as of December 29, 2024, respectively, as compared to the baseline Adjusted EBITDA in 2019, and with a recent sequential 10.8% growth in Adjusted EBITDA from 2023. At our annual meeting in 2024, our stockholders approved, on an advisory basis, the “say-on-pay” resolution for the compensation of our named executive officers in fiscal year 2023, with 92.22% of the votes cast in favor of the advisory vote (excluding abstentions and broker non-votes). Considering the advisory vote approving the 2023 compensation of our named executive officers, our Compensation Committee has continued to employ the same principles in determining the compensation program for 2024. A summary of our compensation philosophy best practices follows:
2024 Say-on-Pay Vote Results, Stockholder Feedback, and Compensation Program Decisions
| WHAT WE DO | WHAT WE DON’T DO | | Pay for Performance—Annual Incentive Program—The compensation program emphasizes performance-based compensation that is based on financial metrics as well as non-financial achievements, such that base salary is only a portion of the compensation mix. | No Excise Tax Gross Ups—Any new change of control agreements or any renewals or material amendments of existing change of control agreements will eliminate excise tax gross ups. | | Pay for Performance—Long-Term Equity Incentives—The portion of long-term equity incentive as a component of the total compensation mix emphasizes compensation that is directly linked with the creation of long-term stockholder value. For 2024, performance-based RSUs, which represent 50% of RSU grants, vest based on the Company’s Adjusted EBITDA growth during a five-year period, with 33.3% vesting for every 10% increase in Adjusted EBITDA. Time-based RSUs, which represent 50% of RSU grants, vest ratably over a five-year period. | No Single-Trigger Accelerated Vesting—New equity awards that provide for accelerated vesting in the event of a change in control must have a “double-trigger,” such as a constructive termination of employment or stock price threshold, subject to the terms of certain existing employment or change of control agreements. | | Stock Ownership Guidelines—Since January 1, 2020, the stock ownership target guideline for the Chief Executive Officer has been five times the Chief Executive Officer’s base compensation. For the purposes of this guideline, stock ownership includes stock purchased on the open market or through the Employee Stock Purchase Plan, stock held through the Company’s 401(k) plan, and vested RSUs. | No Hedging or Pledging—The Company maintains a policy that prohibits hedging and pledging transactions in the Company’s common stock by directors and executive officers. | | Clawback Policy – The Company continued its Incentive Compensation Recoupment Policy, under which the Company will seek to recover full or partial portions of cash and equity-based incentive compensation received by executive officers when such incentive compensation (a) was tied to the achievement of financial results that are subsequently restated to correct an accounting error due to material noncompliance with financial reporting requirements and (b) would have been lower based upon the subsequently restated financial results. The Incentive Compensation Recoupment Policy for executive officers has a broader application than the clawback requirements under the Sarbanes-Oxley Act. Additionally, we updated our compensation recovery policy in 2023 pursuant to the requirements under Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and the corresponding rules adopted by the NASDAQ Stock Market. | |
Compensation Philosophy and Objectives
| Compensation Philosophy and Objectives | | | Objectives of Executive Compensation Program | Our executive compensation program is designed to: • Build long-term stockholder value • Deliver strong business and financial results • Attract, motivate and retain a highly qualified and effective management team to lead our business | | Philosophy of Executive Compensation Program | Our executive compensation philosophy is built on five principles: • Align compensation with stockholders’ interests and avoid excessive risk taking • Pay for performance • Emphasize long-term focus • Align compensation to market • Provide appropriate degrees of at-risk and performance-based compensation | | Methods to Achieving the Executive Compensation Program Objectives | • Tie annual and long-term cash and stock incentives to achievement of measurable corporate and individual performance objectives • Reward individual performance and reinforce business strategies and objectives for enhanced stockholder value • Evaluate employee performance and compensation to ensure we can attract and retain employees in a competitive manner • Ensure total compensation paid to executive officers is fair, reasonable and competitive, considering accomplishments of the individual executive officers and the Company as a whole | | Principal Elements of the Executive Compensation Program | • Base salary • Annual performance-based incentive cash bonus awards • Long-term equity incentives in the form of RSUs and stock options and other equity awards. • Other benefits and perquisites, such as life and health insurance benefits and a qualified 401(k) savings plan offered to all employees • Post-termination severance and accelerated vesting of previously granted equity awards upon termination and/or a change of control |
Benchmarking Our Program Against Peers
Benchmarking Our Program Against Peers To gauge marketplace compensation levels and practices in the fall of 2023 to determine 2024 compensation, the Compensation Committee worked with Board Advisory to conduct a marketplace analysis of our executive compensation practices and pay levels against a group of publicly traded companies that we refer to as the “Compensation Peer Group.” The Compensation Peer Group, which the Compensation Committee annually reviews and updates, consists of a group of companies that: •we compete against for talent, •are in our industry or a similar industry, or •have broadly similar revenues and employee population. Our Compensation Peer Group primarily consists of small and mid-sized aerospace, defense and defense technology companies and government contractors, with annual revenues generally ranging from $0.5 to $5.4 billion and market capitalization generally ranging from $1.0 to $37.8 billion, with Palantir as the outlier. Excluding Palantir, the market capitalization generally ranged from $1.0 to $6.6 billion. The 2024 compensation Peer Group generally reflects the applicable defense industry peers that are within the Company’s revenue range and market capitalization parameters commonly used by public companies to identify peers. The 2024 Compensation Peer Group continued to change, as a result of industry consolidation, from the prior year when the Compensation Committee evaluated executive compensation in the fall of 2023, which is reflective of the Company’s challenges in identifying and maintaining appropriate peers, as continued rapid consolidation in the defense industry has resulted in fewer publicly traded small and mid-sized government contractors, and in particular product- and system-based contractors, and few similarly-sized companies with market focuses comparable to the Company’s unique mix of products and solutions. The consolidation continued in the industry in 2023 and 2024 with the acquisition of Aerojet Rocketdyne Holdings, Inc. completed in July 2023. Due to the continued consolidation in the industry and the growth and product offering of Kratos, our Compensation Advisor made additions to the Compensation Peer Group. We rely upon the compensation data gathered from the Compensation Peer Group to represent the competitive market for executive talent for Kratos executives. The Compensation Committee strives to establish compensation for the Company’s executive officers within the mid-range of the executive compensation of the Compensation Peer Group, taking into consideration: outliers in the Compensation Peer Group data, the mix of business focus for the respective officers (products versus services or commercial versus government customers), total enterprise value, and the number of duties, roles, and responsibilities of each executive officer.
Compensation Peer Group for 2024
Compensation Peer Group for 2024
Compensation Peer Group for 2024
| AAR Corp. | Hexcel Corporation | | Aerojet Rocketdyne Holdings, Inc. | Kaman Corporation | | AeroVironment, Inc. | Mercury Systems, Inc. | | Barnes Group, Inc. | Palantir Technologies, Inc. | | Comtech Telecommunications Corp. | V2X (formerly Vectrus, Inc.) | | Ducommun Incorporated | VSE Corporation |
Targeted Pay Mix
Targeted Pay Mix Consistent with the pay philosophy approved by the Compensation Committee, our pay mix at target (shown below for our Chief Executive Officer and other named executive officers) involves a compensation mix (at target) that is largely incentive based. The charts below include fiscal year 2024 base salary, target annual incentive, target long-term incentive cash, and target values for equity incentives granted in fiscal year 2024. The charts below illustrate how the mix of total direct compensation for our named executive officers emphasizes variable compensation with a significant focus on long-term incentives tied to our long-term share value, which reflects the estimated target equity compensation based upon the market value as of the date of grant. LTI awards in the form of time-based and performance-based RSUs remain the most significant portion of the target compensation mix, which our Compensation Committee believes aligns the interests of our named executive officers with the Company’s long-term strategy, objectives, growth, performance and long-term stockholder interests and has been a way to incentivize and retain executive officers considering the ongoing salary freezes discussed above. As reflected in the charts below, for 2024, 37.7% of our Chief Executive Officer’s target total compensation was granted in the form of compensation at risk, or performance-based RSUs with specific threshold increases in profitability or Adjusted EBITDA over a 5 year period required for vesting, and 37.8% was granted in the form of time-based RSUs, such that LTI aggregating to be 75.4% of target total compensation. We believe that our routine outreach and communications with Kratos stockholders and the feedback we receive confirms the Company’s alignment with its stockholders in this compensation approach, including tying a significant portion of executive compensation to at risk compensation components comprised of long-term growth objectives and alignment with stockholder returns.
Elements of the Executive Compensation Program
| | Link to Program Objectives | Type of Compensation | Key Features | | Long-Term Equity Awards | Links compensation of named executive officer to the building of long-term stockholder value. Keeps the program competitive and helps retain talent. | Equity | Aligns named executive officers’ compensation with the creation of stockholder value. Issued an approximate 50%/50% mix (at target) of performance‑based and time‑based RSUs to incentivize the Company’s named executive officers to build long‑term equity value and to align the interests of our named executive officers with our stockholders’ interests. Performance-based RSUs granted in 2024 vest based on the Company’s Adjusted EBITDA growth during a five-year period, with 33.3% vesting for every 10% increase in Adjusted EBITDA. Time‑based RSUs vest ratably on each of the first five anniversaries of the date of grant. New equity award grants contain double-trigger provisions for vesting upon a change in control, subject to any applicable employment or change of control agreements. | | Employment and Change of Control Agreements | Ensures named executive officers remain focused on creating sustainable performance. | Benefit | Agreements protect the Company and the named executive officers from risks by providing: • Economic stability • Death or disability payments • Payments and benefits in the event of a change in control. Pursuant to stockholder feedback, we have continued our policy to eliminate excise tax gross-ups in the event of a change of control for any new employment agreements or renewed or materially amended existing employment agreements. |
Elements of the Executive Compensation Program
| Short-Term Incentive Compensation | Long-Term Incentive Compensation | | 60-75% of named executive officers’ annual incentive compensation is based on factors such as operating cash flow, free cash flow, revenues, backlog, bookings, gross margins, and other key financial metrics of the business, of which Adjusted EBITDA accounts for 25-40% of the financial metrics. For the corporate named executive officers, consolidated Adjusted EBITDA accounts for over 40% of the financial metrics. For the corporate named executive officers, 90% of the consolidated Adjusted EBITDA metric must be met for any portion of the consolidated financial metrics to be earned. For the operational named executive officers, 30% of the business unit Adjusted EBITDA and 10% of the consolidated Adjusted EBITDA account for over 50% of the business unit financial metrics. For the operational named executive officers, 90% of the business unit Adjusted EBITDA metric must be met for any portion of the business unit financial metrics or consolidated financial metrics to be earned. 25-40% of the named executive officers' annual incentive compensation is based on non-financial targets, which are described in the “Target Annual Bonus” section below. | Performance RSUs granted vest 33.3% for every 10% increase in Adjusted EBITDA (fiscal year 2023) during the five-year period of 2024 through 2028. | | The Adjusted EBITDA goal set each year reflects a certain amount of growth from the prior year, but such amount of targeted growth varies year to year, depending on the market and industry conditions that may be applicable, all balanced to include discretionary investments the Company is making with the objective of substantially increasing its market share and positioning the Company for significant long-term future organic growth, profitability and stockholder value. Named executive officers are eligible for short-term incentive compensation related to financial targets once a minimum performance level of 90% of the target Adjusted EBITDA is attained for that year. Short-term profitability or Adjusted EBITDA is/can be balanced/impacted by that particular year or period’s Federal Government and DoD budget, the size of the DoD budget, DoD budget approval timing, changes in administration or Federal Government or customer agency leadership, the impact of Federal budget CRAs, Federal Government shutdowns or political party impasses, the impact of inflationary cost and the Company’s ability to absorb such cost increases on its firm fixed priced contracts, and the Company’s particular investments, revenue mix and program maturity for that period or year, all of which the management team is expected to successfully address. | Adjusted EBITDA must increase at least by a threshold of 10% growth to earn any portion of the performance RSUs. A 30% growth threshold of the established Adjusted EBITDA is necessary to earn 100% of the performance RSUs. These performance metrics encourage sustained and continued improved performance over a longer period of time, beyond the short-term year-to-year goals, with the objective of measuring the long-term return on investments the Company has made in targeted focus and market areas. The Compensation Committee believes that the long-term growth, value, and success of the Company is best measured by growth in Adjusted EBITDA, on which the Company is primarily valued based on our Kratos investor and stockholder outreach and communication plan. The Compensation Committee believes that the long-term profitability or Adjusted EBITDA are reflective of the progress of the Company’s revenue growth, return on discretionary investments made, the leverage on fixed overhead, manufacturing, and research and development and SG&A infrastructure, and the expected transition from development to production programs. The expectation of long-term growth in profits or Adjusted EBITDA is different than the short-term expectation since the short-term profitability is/can be balanced/impacted by that particular year or period’s Federal Government and DoD budget priorities, the size of the DoD budget, DoD budget approval timing, changes in administration or relative Federal Government or customer agency leadership, the impact of Federal budget CRAs, Federal Government shutdowns or political party impasses, and the Company’s particular investments, revenue mix and program maturity for that period or year, all of which the management team is expected to successfully address. |
Base Salary
Base Salary Base salary is the only fixed element of our named executive officers’ target total direct compensation and is based on historic base salary levels and base salaries paid to executives in comparable positions at the Compensation Peer Group companies. In the fall of each year, the Compensation Committee reviews the base salary for each of our named executive officers and determines whether any adjustments are necessary based on a named executive officer’s level of responsibility, changes in duties, individual performance and achievements, success in contributing to our short-term and long-term objectives, as well as any unique challenges faced by the Company, internal pay equity, changes in the competitive marketplace and taking into account the compensation practices of the Compensation Peer Group companies. The factors that the Company’s Chief Executive Officer takes into consideration in reaching his recommendation for compensation for each of the named executive officers (other than the Chief Executive Officer) include the size of the organization (revenues, operating income, headcount, etc.) the named executive officer manages and the accomplishments of the named executive officer during the most recent period, including contract awards, bid and proposal pipeline, margin improvement, cost containment, and strategic positioning for future growth opportunities, among other factors. The Chief Executive Officer also reviews the size of peer companies and the size of similar and related peer companies’ organizations as related to the named executive officers of the organization. The base salary of our Chief Executive Officer is reviewed and recommended by the Compensation Committee acting in consultation with the other independent members of our Board. In December 2023, the Compensation Committee applied the same compensation principles as in previous years for 2024 and continued to focus on pay for performance, including a specific focus on the successful execution of the Company’s strategic plan and long-term growth. Additionally, and also irrespective of the significant and extended CRA, the Company continued a growth trajectory of revenues and Adjusted EBITDA. Company management and the Board recognized that it was critical to continue the significant momentum Kratos had realized in the unmanned aerial drone system and space, satellite and cyber business and turbine technology and propulsion systems and hypersonic areas, to focus on and prioritize the Company’s longer term growth prospects and opportunities for margin expansion and cash flow generation for the next few years, and to incentivize management with this longer term view and horizon. Accordingly, base compensation for a majority of Kratos’ executive officers for 2024 remained unchanged, with the exception of the base salaries of three division presidents which were increased in order to align their salaries to reflect the growth of their divisions, each of their roles and responsibilities, and to be consistent with other Company division presidents. Our named executive officers’ annual base salaries in 2023, annual base salaries for 2024 and the percentage of 2024 target total direct compensation represented by the 2024 base salaries are as follows:
Base Salary
In September 2024, the Company’s Compensation Committee performed its annual review of the compensation packages for each executive officer, including our Chief Executive Officer, and specifically Mr. DeMarco’s performance and direct impact on the Company’s strategic positioning and execution in multiple priority funded growth areas in the industry, including our identification, establishment and execution of new opportunities associated with new strategic collaboration agreements and ventures in the turbo fan and solid rocket motor areas, and the Company’s overall advancement and achievement in accordance with the Company’s long-term goals. As part of the Compensation Committee’s review process, it also took into consideration that many peer companies of Kratos’ size have a separate Chief Executive Officer and Chief Operating Officer; while at Kratos, the roles and responsibilities of both the CEO and COO are performed and executed successfully by Mr. DeMarco, including as reflected in the Company’s record financial performance of revenues and Adjusted EBITDA, backlog and bid and proposal opportunity pipeline, and the establishment and execution of new opportunities associated with new collaboration agreements, such as the Joint Development Agreement with General Electric Aero and the recent formation of the Prometheus Energetics entity with RAFAEL. As a result of the Compensation Committee’s review, the Committee recommended an increase in the Chief Executive Officer’s base salary to $1,000,000 for 2025, which is equivalent to the base salary of the 75th percentile of the Compensation Peer Group. In reviewing the base salaries of each executive officer annually, the Compensation Committee also takes into consideration each executive officer’s individual competitive positioning success and achievements in the market, increases or decreases in responsibility or role, and/or other considerations deemed appropriate. Additionally, as part of the Compensation Committee's review, it was noted that after several years of being frozen, the base salaries of two other Kratos executive officers were increased in order to align their salaries to reflect their roles, responsibilities and competitive positioning in the market. The compensation for the Company’s executives continues to remain primarily incentive-based and directly tied to the Company’s performance and growth, to maintain close alignment with long-term stockholder interests.
Target Annual Bonus
Target Annual Bonus Our annual bonus plan rewards executive officers for performance relative to key financial measures that drive value for stockholders. At the beginning of each year, specific financial performance targets are established for all executives based on the annual operating plan (“AOP”) for the Company, relevant market and industry factors and conditions, as related to the applicable Kratos business division. In addition, specific business and strategic objectives are also established at the beginning of the year to be evaluated for measurement at the end of the year under the annual bonus plan. Key considerations in this process include the Company’s strategy, business plan and annual operating plan and an appropriate compensation program to incentivize and retain key executives to successfully further and achieve these plans. All of our named executive officers have the opportunity to receive incentive compensation in the form of annual cash bonuses based on the achievement of certain individual, business unit (if applicable), and Company performance objectives during the fiscal year.
Target Annual Bonus
| | Maximum Target Annual Bonus | Criteria for Achievements | | Corporate Named Executive Officers (Eric DeMarco & Deanna Lund) | 75%-100% of base salary | Financial Goals If at least 90% of the Company’s Adjusted EBITDA goal is met, then up to 60% of the target bonus can be earned based on achievement of these financial targets: 25% from achieving Kratos’ Adjusted EBITDA target* 10% from achieving Kratos’ revenue target* 25% from achieving Kratos’ free cash flow target* *Provided that at least 90% of each financial goal is achieved before any bonus can be earned for that particular financial target. Individual Goals Up to 40% of the target bonus can be earned based on achievement of non-financial targets, such as building strategic relationships, optimizing Company efficiencies, and furthering the Company’s long term objectives. | | Operational Named Executive Officers (Jonah Adelman, Phillip Carrai, and Steven Fendley) | 60% of base salary | Financial Goals If at least 90% of the business division’s Adjusted EBITDA goal is met, then up to 75% of the target bonus can be earned based on achievement of these financial targets: 30% from achieving business division Adjusted EBITDA target* 15% from achieving business division revenue target* 20% from achieving business division free cash flow target* 10% from achieving Company’s consolidated Adjusted EBITDA goal* *Provided that at least 90% of each financial goal is achieved before any bonus can be earned for that particular financial target. Individual Goals Up to 25% of the target bonus can be earned based on achievement of non-financial targets, such as building strategic relationships, pipeline activity, and personnel and contracting accomplishments. |
Target Annual Bonus
Typically, target cash bonus awards are based upon a percentage of the named executive’s salary and range from 40% to 100% of the named executive’s salary, and actual payouts of bonuses cannot exceed the target cash bonus that is set. Regardless of exceeding incentive performance metrics, the maximum payout for incentive compensation is capped at a maximum 100% of the target award, which is significantly less than the Company’s peer group which have an additional upside for a maximum payout range of 150% to 300% of target when goals are substantially overachieved. In addition, the Company’s minimum threshold for payment of incentive metrics is achievement of at least 90% of the performance metric, as compared to the minimum threshold achievement range of 20% to 90% of the peer group. In determining the appropriate level of target bonus for each executive, the Compensation Committee considers the recommendation of the Chief Executive Officer (other than for himself) and other information collected from public sources for similar positions at peer companies. Under the bonus plan, a majority of each executive’s target bonus amount is based on goals related to the Company’s and/or its business units’ achievement of specific financial targets for the fiscal year, which typically include a combination of Adjusted EBITDA, operating cash flow, revenues, backlog, bookings, gross margins, and other key financial metrics of the business, while the remaining portion of the bonus is based on specific individualized operational and strategic objectives. The Company’s fiscal year 2024 preliminary AOP, which was finalized in March 2024, reflected the expectations that 2024 would be a transformational year for the Company, including ambitious goals of achieving increased revenues of $1.144 billion, or approximately 10% organic revenue growth, an increase in Adjusted EBITDA of 10% to $105.1 million, and a free cash flow use of approximately $28.6 million, which included a significant internal investment of capital expenditures and other investments in the Company’s strategic transformational growth areas. The Company substantially achieved the revenue target with reported revenues of $1.136 billion, or 99.3% of the target; exceeded the Adjusted EBITDA target of $105.1 million with reported Adjusted EBITDA of $105.7 million; and exceeded the free cash flow use target of $28.6 million with reported free cash flow use of $8.5 million. Compensation related financial targets for the corporate named executive officers are weighted 10% for revenues, and 25% for Adjusted EBITDA and 25% for free cash flow. In order to be eligible to receive an award on the financial targets, which determine between 60% to 75% of the executive’s target bonus amount, minimum performance levels of 90% of each financial target must be met, and a minimum performance level of 90% of Adjusted EBITDA targets must be achieved for payment related to the performance measurement for any of the financial targets. Corporate named executive officers are measured by the Company’s Adjusted EBITDA, and operational named executive officers are measured by their respective business division’s Adjusted EBITDA. If the 90% Adjusted EBITDA threshold is not met, no amount will be earned with respect to the portion of the bonus tied to any of the financial targets, regardless of revenue and free cash flow use performance. If the 90% revenue or cash flow target is not met, no amount will be earned on each of the respective performance metrics. The Compensation Committee has established the allocation of non-financial and strategic achievements at 40% for the corporate named executive officers, as compared to 25% for the operational named executive officers, to reflect the additional company-wide responsibilities of the corporate named executive officers. As noted above, the Compensation Committee reviewed and set the executive performance goals at the beginning of 2024, with the executive performance and level of achievements evaluated through a holistic approach at the end of 2024. As with the challenging financial goals, the Compensation Committee also considers the non-financial goals, which are established at the beginning of each fiscal year, to be rigorous and a key element to the execution of the Company’s strategic priorities and objectives. The corporate named executive officers must establish, set and execute the Company’s overall strategy, manage the corporate capital structure, manage compliance with regulatory requirements, including new and evolving cyber security certifications, and interface and maintain relations with the Company’s stakeholders, including but not limited to stockholders, syndicate participating banks, and appropriate congressional contacts, including identifying and obtaining funding sources for the Company’s new programs and initiatives. Additionally, the corporate named executive officers must identify and establish strategic partnership arrangements to address and actively participate in certain addressable market opportunities in which the associated probability of win for the Company under such teaming or partnership arrangements is greater than on a stand-alone basis and/or for which the Company’s required investment and/or capital is not adequate to successfully pursue independently. In addition, the corporate named executive officers are responsible for identifying, executing and closing strategic capital transactions, including securities offerings, divestitures, investments, acquisitions and debt refinancing transactions, consistent with and to successfully execute the Company’s strategy. The Compensation Committee believes that the 40% allocated to the corporate named executive officers’ detailed non-financial and strategic goals at the beginning of the fiscal year and the assessment and measurement of the success of achievement related to these goals at the end of the fiscal year, appropriately and adequately reflects the achieved measurement of these objectives, which may not be as easily measured with a pure financial target. Achievement of the non-financial objectives for all corporate named executive officers, with the exception of the Chief Executive Officer (whose performance was evaluated and assessed by the Compensation Committee), were evaluated and assessed by the Chief Executive Officer. The Compensation Committee and/or our Chief Executive Officer (with respect to our named executive officers other than himself) retain discretion, if necessary and deemed applicable, to interpret the terms of the cash bonus plan and to identify the extent to which an individual’s performance objectives have been met in any particular fiscal year. The Compensation Committee and/or the Chief Executive Officer (with respect to our named executive officers other than himself) also retain the right to exclude extraordinary charges or other special circumstances in determining whether the objectives were met during any particular fiscal year and may decide to grant 100% of the targeted cash bonus award (but not more than 100% of the target), even if the financial targets do not fall within the specified range, based upon an evaluation of business conditions, industry trends, and additional accomplishments achieved. Based on this 40/60 allocation of non-financial and strategic achievements versus financial achievements for corporate named executive officers, the Compensation Committee determined that 100% of the non-financial achievements (or 40% of the targeted cash bonus award) and both the Adjusted EBITDA and free cash flow use financial goals (or a total of 50% of the targeted cash bonus award) were achieved at 100% of the target, and organic revenue growth was achieved at 99.3% of the target, for an aggregate of 99.3% of the total targeted cash bonus award for the corporate named executive officers.
Target Annual Bonus
The full 40% of the targeted cash bonus award for non-financial and strategic achievements was awarded to the corporate named executive officers in recognition of the accomplishments relative to the non-financial strategic achievements and accomplishments as compared to the objectives established for the fiscal year 2024, which are substantially summarized in the table below. Key non-financial focus areas and targets set by the Compensation Committee for the portion of the 2024 annual bonuses tied to non-financial objectives include business and strategic objectives in furtherance of the Company’s long-term strategy. The non-financial goals and objectives for the corporate named executive officers and the level of performance achieved are outlined in the table below.
Target Annual Bonus
| Corporate Named Executive Officers Non-Financial Objectives (in order to earn up to 40% of target cash bonus award) | | | Goal (established beginning of 2024) | Performance (as evaluated at the end of 2024) | | • Continue to pursue the Company’s strategy of being a disruptive, first to market, leading technology and product company in the National Security market space | • Achieved by continuing to make targeted investments in strategic growth focus areas including its space and satellite, unmanned systems, turbine technologies, microwave products, hypersonic and rocket systems and ballistic missile targets, and training systems businesses, each with potential long-term growth prospects. • Successful execution achieved in 2024 as demonstrated with the additional successful UAV flights, including the XQ-58A Valkyrie Marine Corps PAACK-P program flight and is currently involved with the USMC project Eagle; other Kratos jet powered tactical drones currently flying include Thanatos, Apollo, Athena, and Air Wolf, each of which is currently under a customer funded contract. • Kratos’ space and satellite business was awarded significant contract awards for Space Force SATCOM C2 and the U.S. Space Development Agency. • Zeus 1 and Zeus 2 Solid Rocket Motors (SRMs) completed their first successful flight from the NASA Wallops Flight Facility in Virginia. • Successful launch of and flight of Kratos Erinyes hypersonic flyer under a customer funded mission, designated Hypersonic Test Bed-1, which enabled the collection of data for multiple experiments to be provided to test teams for design and evaluation of new technologies. • Subsequent to the successful initial flights of the Zeus SRMs and the Erinyes hypersonic system, Kratos was awarded the MACH-TB 2.0 hypersonic system related contract, the largest contract in Kratos history with an estimated value of $1.45 billion, if all options are exercised over a 5-year period. • Kratos continues as development lead for Boom Supersonics Overture aircraft engines, the Symphony. |
Target Annual Bonus
| • Identify, explore and establish strategic partnership/teaming arrangements to address and actively participate in certain addressable market opportunities in which the associated probability of win for the Company under such teaming or partnership arrangements is greater than on a Kratos stand-alone basis, and which also limits the Company’s required capital outlay or investment. | • Exceeded goal with establishment of a number of key strategic partnership/teaming arrangements across the turbine technologies and SRM business areas, which enable the Company to participate in certain sizable strategic market opportunities, under which the Company believes that the probability of win is greater under such arrangement rather than on a stand-alone basis. • The Company entered into a Memorandum of Understanding (MOU) with GE Aerospace to partner on the development and production of small affordable engines that could potentially power unmanned aerial systems, collaborative combat aircraft, missile, drone and similar applications. • In February 2025, the Company and RAFAEL announced an approximate 50/50 partnership for the establishment of a U.S.-based merchant supplier of solid rocket motors (SRMs) and other energetics named Prometheus. • Additional strategic partnership/teaming arrangements are in various stages of discussion, which could further expand the Company’s opportunity pipeline. • Achieved a record backlog of $1.445 billion and a bid and proposal pipeline of $12.4 billion at December 29, 2024. | | • Outreach to and communication with congressional leaders in order to strengthen and grow congressional support for the Company’s key strategic initiatives and programs, including identification and retention of sources of funding for the Company’s strategic programs and initiatives | • Accomplished goal by achieving 2024 congressional funding of approximately $58 million in 2024, on top of the $123 million, $42.5 million, $87 million and $55 million in congressional funding in 2023, 2022, 2021 and 2020, respectively, for key Company programs and initiatives. | | • Continued development, expansion and maturation of strategic customer and partnership relationships | • Exceeded goal with record bookings of approximately $1.354 billion in 2024, resulting in a book-to-bill ratio for fiscal year 2024 of 1.2 to 1. • Record backlog of $1.445 billion and a record bid and proposal pipeline of $12.4 billion at December 29, 2024. | | • Continue to develop and expand strategic customer relationships with a focus on program awards in key, strategic areas of the U.S. National Defense Strategy. | • Exceeded goal with key major contract awards, including: the $1.45 billion MACH-TB 2.0 contract award, if all options are exercised over a five-year period, to support the Office of the Under Secretary of Defense for Research and Engineering (OUSD (R&E)) Test Resource Management Center (TRMC) to support OUSD’s National Hypersonic Initiative 2.0 by creating an affordable flight test bed to rapidly increase hypersonic flight test capacity; a $34.8 million contract from the USMC for Valkyrie mission system integration; a $116.7 million prime contract to create and operate an Advanced Fire Control Ground Infrastructure (AFCGI) from the U.S. Space Development Agency; an approximate $100 million total potential value hypersonic system program award; a $48 million contract for geolocation global support services; a $45 million award related to a new satellite system; a $79.8 million contract (Lot 20) for 60 BQM-167A Target aircraft systems for the U.S. Air Force; a $57.6 million contract for 70 BQM-177A Aerial Targets for the U.S. Navy; a $499 million multiple award, indefinite-delivery/indefinite-quantity (IDIQ) contract for the design, build, test, and delivery of functioning anti-tamper solutions, a $579 million single award IDIQ, if all options are exercised, for Space Force SATCOM C2 System for the Command and Control (C2) System Consolidated (CCS-C) Sustainment and Resiliency (C-SAR); and an $877 million IDIQ, multiple award sounding rocket award to provide suborbital launch services and launch support. |
Target Annual Bonus
The operational named executive officers’ 2024 cash bonuses were based on a 25/75 allocation of non-financial and strategic achievements versus financial achievements for each operational named executive officer’s respective business division. The fiscal year 2024 financial achievements for operational named executives for the Revenue, Adjusted EBITDA and Free Cash Flow for each operation ranged from 0% to 100%. The fiscal year 2024 non-financial achievements for operational named executive officers included, among other things, the achievements discussed in the table below. The achievement of non-financial goals of the operational named executive officers, which ranged from 90.0% to 100.0%, were evaluated and assessed by the Chief Executive Officer.
Target Annual Bonus
| Operational Named Executive Officers Non-Financial Objectives (in order to earn up to 25% of target cash bonus award) | | | Goal (established beginning of 2024) | Performance (as evaluated at the end of 2024) | | • Strengthen and expand certain congressional and customer relationships | • Accomplished goal by achieving an additional approximately $58 million in 2024 congressional funding, on top of the $123 million, $42.5 million, $87 million, and $55 million in congressional funding in 2023, 2022, 2021 and 2020, respectively. | | • Get designed-in positions on strategic new programs | • Subsequent to the successful initial flights of Zeus SRM’s and the Erinyes hypersonic system, Kratos was awarded the MACH-TB 2.0 hypersonic system related contract, the largest contract in Kratos history with an estimated value of $1.45 billion if all options are exercised over a five-year period, to support the Office of the Under Secretary of Defense for Research and Engineering (OUSD (R&E)) Test Resource Management Center (TRMC) to support OUSD's National Hypersonic Initiative 2.0 by creating an affordable flight test bed to rapidly increase hypersonic flight test capacity. The Company entered into a MOU with GE Aerospace to partner on the development of production of small affordable engines that could potentially power unmanned aerial systems, collaborative combat aircraft, missile, drone and similar applications. In February 2025, the Company and RAFAEL announced an approximate 50/50 partnership for the establishment of a U.S.-based merchant supplier of solid rocket motors (SRMs) and other energetics named Prometheus. | | • Achieve specific product development milestones and operational and/or technical achievements on key strategic programs and initiatives | • Continued evolution and application of its XQ-58A tactical UAS, demonstrating collaborative electronic warfare and kill chain closure with the USMC in the Joint Emerald Flag Exercise, a multi-service and multi-domain training exercise, marking a significant milestone in the Marine Air-Ground Task Force Unmanned Aerial System Expeditionary (MUX) Tactical Aircraft (TACAIR) development; successful initial flights of Zeus rocket motors and Erinyes hypersonic system; continued as development lead for Boom Supersonics Overture aircraft engines, the Symphony. • Built upon Kratos’ OpenSpace ground platform, Kratos will provide a ground resource manager which will be built for the Orbit-support-to-the-war Fighter program, also known as FOO Fighter, which is tasked with detecting and tracking advanced missile threats, including hypersonic missiles under the recent $116.7 million contract award by the U.S. Space Development Agency. | | • Work with other Kratos division presidents for cross-business unit synergies and pursuit of large synergistic program opportunities | • Continued cross-business collaboration and work on a number of synergistic program awards including our space and satellite, C5ISR and hypersonic and rocket systems business. | | • Pursue and develop strategic initiatives and programs in support of the Company’s future growth | • Continued leadership in satellite ground segment modernization, introduction of software replacement for traditional satcom hubs, and continued development on new turbine technologies, rocket systems and hypersonic systems to address current market opportunities. Success of initiatives and programs in support of Company’s future growth demonstrated in record annual bookings of $1.354 billion, record backlog of $1.445 billion and record bid and proposal pipeline of $12.4 billion at December 29, 2024 | | • Hire qualified personnel to execute Company’s strategy | • Personnel headcount has increased by 135 in 2024. However, workforce challenges across the economy and our industry have continued, including the Company’s need for personnel who are able to hold national security clearances, has affected the Company’s ability to obtain qualified employees for certain roles. In addition, the cost of obtaining and retaining this skilled technical labor force has continued to increase due to an imbalance between supply and demand. |
Target Annual Bonus
Below is a summary of the target awards, maximum awards and actual cash awards paid to the named executive officers for 2024.
Target Annual Bonus
| | Award Targets | | 2024 Actual Cash Payout as a % of Target | 2024 Actual Cash Payout Amount ($) | | Named Executive Officer | Target ($) | Maximum ($) | | | | Eric DeMarco | 850,000 | 850,000 | 99.3% | 844,276 | | Deanna Lund | 345,000 | 345,000 | 99.3% | 342,677 | | Jonah Adelman | 210,000 | 210,000 | 100.0% | 210,000 | | Phillip Carrai | 270,000 | 270,000 | 22.5% | 60,750 | | Steven Fendley | 240,000 | 240,000 | 72.8% | 174,681 |
Target Annual Bonus
In September 2024, the Compensation Committee reviewed the annual target cash bonus awards for the NEOs, including the duties, roles and responsibilities and individual competitive positioning in the market. The Compensation Committee also took into consideration that many peer companies of Kratos’ size have a separate Chief Executive Officer and Chief Operating Officer; and a separate Chief Financial Officer, VP Finance, VP Investor Relations, and Treasurer, and that the roles and responsibilities of all of these various functions are currently performed and executed successfully by Mr. DeMarco and Ms. Lund, respectively. In recognition of the multiple roles and responsibilities successfully performed by Mr. DeMarco and Ms. Lund, the Compensation Committee proposed a change to Mr. DeMarco and Ms. Lund’s annual target cash bonus award from 100% to 200% and 75% to 100% of base salary, respectively, commencing in 2025. The proposed change by Kratos’ Compensation Committee is within the Compensation Peer Group range of annual target cash bonus awards range from 150% to 300% of total base salary. No other changes were proposed to the annual cash bonus awards for 2025, with the minimum threshold of 90% of each financial target required for any payment of such financial target, which the Compensation Committee noted is one of the most challenging financial target thresholds for annual cash bonus award among Kratos’ peer group. The compensation for the Company’s executive officers continues to remain primarily incentive-based and directly tied to the Company’s performance and growth, to maintain close alignment with long-term stockholder interests.
Equity Awards
Equity Awards Consistent with its belief that equity ownership by executive officers provides important incentives to make decisions and take actions that maximize long-term stockholder value, the Compensation Committee granted RSUs in 2024 to the named executive officers as set forth in the table below. The number of RSUs granted to named executive officers in 2024 were granted to incentivize named executive officers considering the ongoing salary freezes discussed above and to further align their interests with the Company’s long-term growth and long-term stockholder interests. The Compensation Committee determined the number of RSUs to grant, in part, by considering total executive compensation of our Compensation Peer Group, taking into account the effect of the past and current salary freezes on total compensation, and granting an appropriate number of RSUs to the Company’s named executive officers such that total compensation of the Company’s named executive officers is in line with that of peer companies. Further, in response to Item 402(x)(1) of Regulation S-K, the Company does not currently grant stock options, stock appreciation rights or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of such options or option-like instruments relative to the Company’s disclosure of material non-public information; but should the Company determine to grant options or option-like instruments, the Board will evaluate the appropriate steps to take in relation to the foregoing.
Equity Awards
| 2024 RSU Grants | | | | | | Named Executive Officer | No. of Time-based RSUs | Vesting Schedule | No. of Performance-Based RSUs | Vesting Schedule | | | | | Target & Maximum(1) | | | Eric DeMarco | 150,000 | Ratably over 5 years | 150,000 | 33.3% based on each 10% increase in Adjusted EBITDA during a 5-year performance period | | Deanna Lund | 75,000 | Ratably over 5 years | 75,000 | 33.3% based on each 10% increase in Adjusted EBITDA during a 5-year performance period | | Jonah Adelman | 15,000 | Ratably over 5 years | 15,000 | 33.3% based on each 10% increase in Adjusted EBITDA during a 5-year performance period | | Phillip Carrai | 50,000 | Ratably over 5 years | 50,000 | 33.3% based on each 10% increase in Adjusted EBITDA during a 5-year performance period | | Steven Fendley | 50,000 | Ratably over 5 years | 50,000 | 33.3% based on each 10% increase in Adjusted EBITDA during a 5-year performance period | | | 20,000 (2) | Cliff vest year 1 | | |
Equity Awards
_____________________________________________________________________________ (1) Minimum Threshold is zero if Minimum Adjusted EBITDA growth is not achieved in the 5-year performance period. (2) Mr. Fendley was granted 20,000 RSUs on February 20, 2024 in recognition of his accomplishments for certain new unmanned systems programs in 2023, as further discussed below. In 2024, the Compensation Committee continued its practice of granting RSUs with 50% vesting based on time and 50% vesting based on performance (at target). The time‑based RSUs align executive officers’ and stockholders’ long‑term interests with five‑year ratable vesting on the anniversaries of the grant date for the named executive officers. Based on feedback from the Company’s stockholders as a result of our stockholder outreach program, and from our independent compensation consultant and based upon review of the long-term equity grants issued by the Company’s peers, the Compensation Committee decided to continue with performance-based RSUs based on Adjusted EBITDA growth during a five-year performance period to more closely align named executive officers’ interests with the Company’s stock performance and growth. The Compensation Committee believes that Adjusted EBITDA is an important and meaningful metric of financial performance since it is a commonly used measure of financial performance for comparable companies that have been acquisitive. The Compensation Committee believes that the Adjusted EBITDA growth metric is an appropriate metric to measure the long-term performance of the Company since it is critical that profitability continues to increase and expand as the Company enters into production on key strategic programs, reflecting production and learning efficiencies and leverage on the Company’s overhead, research, development and administrative infrastructure. The longer-term Adjusted EBITDA growth profile reflects the expectation of return on investments that the Company is currently making in core strategic areas. The Compensation Committee believes that this focus on longer-term profitability growth aligns the interests of the management team with the interests of the Company’s stakeholders. The expectation of long-term growth in Adjusted EBITDA for the long-term incentive compensation is different from the Adjusted EBITDA targets that are established for the Company’s short-term incentive compensation performance metrics. Short-term profitability can be impacted by that particular year or period’s Federal Government and DoD budget priorities, the size of the DoD budget, DoD budget approval timing, changes in administration or relative Federal Government or customer agency leadership, the impact of Federal budget CRAs, Federal Government shutdowns or political party impasses, and the Company’s particular investments, revenue mix and program maturity for that period or year, all of which the management team is expected to successfully address. Whereas, the long-term incentive compensation requires sustained and continued growth of Adjusted EBITDA (of at least 10%), regardless of what particular internal and external challenges may arise in each particular year during the 5-year period of performance of the performance-based RSUs. The Company has utilized Adjusted EBITDA growth as the performance metric for 50% of the RSUs granted to executive officers since 2020. Given the aggressive metric of performance-based RSUs vesting 33.3% for each 10% increase in Adjusted EBITDA during the 5-year performance-period, none of the performance-based RSUs granted since 2020 vested until the close of the most recent fiscal year 2023, in which we reported record revenues, Adjusted EBITDA, backlog and bookings. Following the close of fiscal year 2024, certain performance-based RSUs remain unvested from the 2022 and 2024 long-term equity grants. With the record Adjusted EBITDA performance in 2023 and 2024, the performance criteria for vesting will become progressively more challenging in the future. The remaining unvested portion of the long-term incentive compensation (which is a significant portion of total executive officer compensation) may very well not vest at all for such years. When reviewing the total executive compensation values and the Summary Compensation Table below, it is important to view it in context of the at-risk nature of 50% of the stock awards, since the values in the Stock Awards column below reflect the total potential value of each annual stock grant as if it were earned 100% on the date of grant, valued at the date of grant of January 4, 2024, which was $18.53. For the Chief Executive Officer in particular, the at-risk nature of the long term incentive portion of his compensation is especially apparent in the Pay versus Performance Table on page 64, where the compensation actually paid to the Chief Executive Officer was negative for 2021 and 2022, and now positive for 2023 and 2024, as a result of the calculated fair value of the equity grant awards outstanding - all of which, further reflect how the Chief Executive Officer’s long term compensation is aligned with the Company’s stock price performance and stockholder interest. In recognition of Mr. Fendley’s strategic achievements for the Company’s Unmanned Systems Division in 2023, the Compensation Committee granted Mr. Fendley an award of 20,000 RSUs on February 20, 2024 that vests on the one-year anniversary of the date of grant. Throughout 2023, Mr. Fendley developed and deepened strategic partnerships and teaming pursuits for certain new unmanned systems programs, which entail time-intensive technical development initiatives and other advancements with extended lead and sales conversion cycles for contract awards, the financial impact of which are expected to convert to sales and profit in the longer term. These tactical successes for the Unmanned Systems Division, which went beyond the established non-financial objectives for Mr. Fendley in 2023, were and continue to be important components in the Company’s long term business strategy of encouraging internal investments towards developing leading technology and being first to market with working and available products and hardware to expand our sales opportunities for tactical drone awards; as such, it was prudent for the Company to recognize Mr. Fendley’s accomplishments with the time-based equity grant. In addition to the aggressive financial and operational goals outlined in Mr. Fendley’s 2023 incentive letter, the 2023 incentive letter included one strategic objective: for Kratos to enter into a strategic partnership with a certain identified traditional prime contractor system integrator, specifically related to a certain Kratos Tactical UAV, which would position Kratos for potential future large scale deployment and fielding of this UAV system. Mr. Fendley successfully achieved this objective, with a certain branch of the U.S. Armed Forces recently communicating its intention to field Kratos UAS, along with the Kratos strategic partner in 2025. During 2023, Mr. Fendley also successfully initiated and negotiated the following strategic partnerships and new opportunities, which were not included in Mr. Fendley’s 2023 incentive letter and each of which took significant time and effort from Mr. Fendley: •A strategic partnership agreement with a certain artificial intelligence (AI) company, for the integration of this partner’s AI into Kratos’ tactical jet drone UAVs, and for the successful “flight” of these AI enabled systems. In 2024, a series of successful flights were performed with this strategic partner’s AI and Kratos’ Tactical UAVs, which has resulted in Kratos and this strategic partner receiving multiple funded contract awards from certain branches of the United Stated Department of Defense, which funded DoD programs are currently being executed.
Equity Awards
•A strategic partnership agreement with a separate traditional prime system integrator for the inclusion of certain of Kratos’ high performance jet drones into this prime integrator’s large program with a new government agency final customer. As a result of this successful new partnership that Mr. Fendley initiated and negotiated, in 2025 Kratos is expected to sell certain of its jet drones to this new customer via Kratos’ new partnership arrangement. •A new opportunity was initiated and negotiated by Mr. Fendley with a certain allied international ministry of defense customer for the sale of certain Kratos jet drones to this potential new international customer. Mr. Fendley’s initiation and negotiations, which we believed were/would be successful, have turned out in fact to be so, with Kratos’ high performance jet drones expected to be delivered to this new customer in 2025. As noted above, none of these potential very high level/high value strategic partnerships were contemplated by Kratos at the beginning of 2023, nor contemplated in any way in Mr. Fendley’s 2023 incentive letter, which already included aggressive financial and non-financial objectives. Mr. Fendley, on his own initiative, identified and pursued each of these, including significant international travel, which obviously diluted his efforts on his previously identified financial and non-financial goals and objectives included in his 2023 incentive letter. The overall strategic initiative and commitment to Kratos that Mr. Fendley has demonstrated as noted above, and throughout his tenure at Kratos, is applauded and encouraged by Kratos’ Board of Directors. The value Mr. Fendley generates for Kratos’ shareholders is clear and is appreciated by Kratos’ shareholders; and the Kratos Compensation Committee recognized this and rewarded Mr. Fendley with the February 20, 2024 RSU grant, accordingly. For 2025, the Compensation Committee again granted RSUs with 50% vesting ratably on each of the first five (5) anniversaries of the date of grant and 50% vesting based on performance measured by the Company’s Adjusted EBITDA growth during a five-year period, with 33.3% vesting for every 10% increase in Adjusted EBITDA. With the record Adjusted EBITDA reported by the Company for fiscal 2024, the performance requirement for the 2025 performance-based RSUs includes progressively challenging performance requirements as growth is based upon the record Adjusted EBITDA reported for 2024. Due to the continued consolidation and acquisition activity in the Company’s peer group, additions were made to our Compensation Peer Group in 2024 to evaluate 2025 executive compensation in order to provide a more stable and representative sample of peer companies in the industries we operate in. The 2025 Compensation Peer Group was updated from the 2024 peer group to include Leonardo DRS. The Compensation Committee granted RSUs to the named executive officers in 2025 as set forth in the table below.
Equity Awards
| 2025 RSU Grants | | | | | | | Named Executive Officer | No. of Time-based RSUs | Vesting Schedule | No. of Performance-Based RSUs | | Vesting Schedule | | Eric DeMarco | 150,000 | Ratably over 5 years | | 150,000 | 33.3% based on each 10% increase in Adjusted EBITDA during a 5-year performance period | | Deanna Lund | 75,000 | Ratably over 5 years | | 75,000 | 33.3% based on each 10% increase in Adjusted EBITDA during a 5-year performance period | | Jonah Adelman | 15,000 | Ratably over 5 years | | 15,000 | 33.3% based on each 10% increase in Adjusted EBITDA during a 5-year performance period | | Phillip Carrai | 50,000 | Ratably over 5 years | | 50,000 | 33.3% based on each 10% increase in Adjusted EBITDA during a 5-year performance period | | Steven Fendley | 50,000 | Ratably over 5 years | | 50,000 | 33.3% based on each 10% increase in Adjusted EBITDA during a 5-year performance period |
Change in Control and Severance Benefits
Change in Control and Severance Benefits Pursuant to employment agreements with Mr. DeMarco, Mr. Carrai, and Mr. Fendley, and a severance and change in control agreement with Ms. Lund, we provide these named executive officers the opportunity to receive additional compensation and benefits in the event of the termination of their employment under certain circumstances or upon a change in control of the Company. Severance and change in control provisions are summarized below in the section entitled “Employment Agreements; Potential Payments Upon Termination or Change in Control.” The Compensation Committee’s analysis indicates that our severance and change in control provisions are consistent with the provisions and benefit levels of other companies disclosing such provisions as reported in public SEC filings. We believe that our severance and change in control arrangements with our executive officers are reasonable and within the range offered by peer companies.
Risks Related to Compensation Policies and Practices
Risks Related to Compensation Policies and Practices The Compensation Committee has considered whether the Company’s overall compensation program for employees in 2024 creates incentives for employees to take excessive or unreasonable risks that could materially harm the Company. We believe that several features of our compensation policies for management employees appropriately mitigate such risks, including a mix of long and short term compensation incentives that we believe is properly weighted, the uniformity of compensation policies across the Company, and the use of our 2024 business plan, which the Compensation Committee regards as setting an appropriate level of risk taking for the Company as a baseline for our annual incentive plan targets. We also believe the Company’s internal legal and financial controls appropriately mitigate the probability and potential impact of an individual employee committing the Company to a harmful long-term business transaction in exchange for short-term compensation benefits. The Compensation Committee believes that the risks inherent with the vesting provisions of certain of the 2024 RSU grants that vest upon increases in the Company’s Adjusted EBITDA are mitigated by the balance of the overall compensation package of the executive officers, as well as the long-term vesting of the RSUs granted in prior periods that require sustainability of the stock price and other long-term growth factors.
Summary Compensation Table
Summary Compensation Table The following table summarizes the total compensation earned by our Chief Executive Officer, Chief Financial Officer, and the three other most highly compensated executive officers at the end of the last completed fiscal year (collectively, the “named executive officers”) for fiscal years 2024, 2023, and 2022. The Stock Awards below reflect the value of the performance-based RSUs at target, at the maximum achievement level, valued at the market price at the date of grant.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(2)(3) | Non-Equity Incentive Plan Compensation ($)(1) | All Other Compensation ($) | Total Compensation ($) | | Eric DeMarco | 2024 | 850,000 | 5,559,000 | 844,276 | 110,169(4) | 7,363,445 | | President and Chief | 2023 | 850,000 | 3,009,000 | 637,500 | 77,345(4) | 4,573,845 | | Executive Officer | 2022 | 760,000 | 5,895,000 | 304,000 | 97,910(4) | 7,056,910 | | Deanna Lund | 2024 | 460,000 | 2,779,500 | 342,677 | 67,817(5) | 3,649,994 | | Executive Vice President | 2023 | 460,000 | 1,504,500 | 258,750 | 48,650(5) | 2,271,900 | | and Chief Financial Officer | 2022 | 460,000 | 2,947,500 | 138,000 | 48,209(5) | 3,593,709 | | Jonah Adelman (9) | 2024 | 350,000 | 555,900 | 210,000 | 81,848(6) | 1,197,748 | | President, Microwave | 2023 | 350,000 | 300,900 | 204,750 | 81,578(6) | 937,228 | | Electronics Division | 2022 | 350,000 | 589,500 | 27,183 | 81,655(6) | 1,048,338 | | Phillip Carrai | 2024 | 450,000 | 1,853,000 | 60,750 | 32,833(7) | 2,396,583 | | President, Space, Training | 2023 | 450,000 | 1,003,000 | 238,193 | 32,158(7) | 1,723,351 | | & Cyber Solutions Division | 2022 | 450,000 | 1,965,000 | 44,357 | 12,825(7) | 2,472,182 | | Steven Fendley | 2024 | 400,000 | 2,263,000 | 174,681 | 55,364(8) | 2,893,045 | | President, Unmanned | 2023 | 400,000 | 1,003,000 | 60,000 | 44,927(8) | 1,507,927 | | Systems Division | 2022 | 400,000 | 2,183,800 | 51,429 | 12,825(8) | 2,648,054 |
Summary Compensation Table
_______________________________________________________________________________ (1)Represents performance-based cash bonus awards to named executive officers earned in the referenced fiscal year as set forth above. Annual cash bonus awards under Kratos’ cash bonus plans are paid based on the achievement of certain objectives approved by the Compensation Committee as described in further detail above. (2)The amounts shown equal the fair value of RSU awards at the date of grant. The value is calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“Topic 718”). We caution that the amount ultimately realized from the RSU awards will likely vary based on several factors, including our actual operating performance, stock price fluctuations and the timing of sales. A discussion of the assumptions used in calculating the grant date fair value of the RSUs is set forth in Note 10 of the Notes to Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 29, 2024 filed with the SEC on February 26, 2025. (3)Represents the value of RSUs assuming the performance-based RSUs are granted at target, which is also the maximum achievement level under such awards. Under Topic 718, the fair value of the performance-based RSU's at the date of grant is calculated by multiplying the closing price per share of our common stock on the grant date by the number of shares subject to such performance-based RSU's. (4)Represents the cash payout of $98,077, $65,385 and $87,693 for accrued but unused paid time off for 2024, 2023 and 2022, respectively; and the Company’s matching contribution to the 401(k) plan of $12,092 in 2024, $11,960 in 2023 and $10,217 in 2022. (5)Represents the cash payout for accrued but unused paid time off of $53,077, $35,385, and $35,384, in 2024, 2023 and 2022, respectively, and the Company’s matching contribution to the 401(k) plan of $14,740 in 2024, $13,265 in 2023, and $12,825 in 2022. (6)Represents the Company’s contribution to severance, disability, and insurance plans generally provided in Israel, including education funds. This amount represents $29,224, $29,128, and $29,155 in Israeli severance fund payments for 2024, 2023 and 2022, respectively; $26,312, $26,225, and $26,250 in managerial insurance funds for 2024, 2023 and 2022, respectively; $0, $0 and $0 for disability insurance payments for 2024, 2023 and 2022, respectively; and $26,312, $26,225, and $26,250 in supplemental education fund contribution for 2024, 2023 and 2022, respectively. (7)Represents the Company’s matching contribution to the 401(k) plan of $15,525, $14,850, and $12,825 for 2024, 2023 and 2022, respectively, and the cash payout for accrued but unpaid paid time off of $17,308 in 2024 and 2023. (8)Represents the cash payout of $40,004 and $30,077 for accrued but unused paid time off for 2024 and 2023, $15,360, $14,850 and $12,825 for the Company’s matching contribution to the 401(k) plan in 2024, 2023 and 2022, respectively. (9)The New Israeli Shekel (“NIS”) amounts relating to compensation for Mr. Adelman are translated into the U.S. dollar at the exchange rate of NIS into U.S. dollars at the time of payment.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth for the fiscal year ended December 29, 2024 certain information regarding grants of plan-based awards to each of our named executive officers.
Grants of Plan-Based Awards
| | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | All Other Stock Awards: No. of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards($)(4) | | Name | | Threshold ($) | Target ($) | Maximum ($) | Target | | | | Eric DeMarco | 1/4/2024 (2) | — | 850,000 | 850,000 | 150,000 | 150,000 | 5,559,000 | | Deanna Lund | 1/4/2024 (2) | — | 345,000 | 345,000 | 75,000 | 75,000 | 2,779,500 | | Jonah Adelman | 1/4/2024 (2) | — | 210,000 | 210,000 | 15,000 | 15,000 | 555,900 | | Phillip Carrai | 1/4/2024 (2) | — | 270,000 | 270,000 | 50,000 | 50,000 | 1,853,000 | | Steven Fendley | 1/4/2024 (2) | — | 240,000 | 240,000 | 50,000 | 50,000 | 2,263,000 | | | 2/20/2024 | — | — | — | — | 20,000 (5) | 410,000 |
Grants of Plan-Based Awards
_______________________________________________________________________________ (1)Amounts shown are the estimated possible payouts for fiscal year 2024 under the annual cash bonus program, based on certain assumptions. The actual bonuses awarded to the named executive officers for the 2024 fiscal year are reported in the above Summary Compensation Table under the column “Bonus.” (2)Amounts shown represent performance-based RSUs granted under the 2023 Equity Incentive Plan (the “2023 Plan”) to the named executive officers in fiscal year 2024. As more fully described above, the performance-based RSUs granted on January 4, 2024 vest based on the Company’s Adjusted EBITDA growth during a five-year period, with 33.3% vesting for every 10% increase in Adjusted EBITDA. (3)Amounts shown represent time-based RSUs granted under the 2023 Plan to the named executive officers in fiscal year 2024. As more fully described above, the time-based RSUs vest ratably over five years in five equal annual installments on each anniversary of the date of grant. (4)The fair value of stock awards as calculated in accordance with Topic 718 is $18.53 per share for the time‑based grants and for the performance‑based grants made on January 4, 2024. This value is calculated assuming the performance-based RSUs are granted at target. For Mr. Fendley's February 20, 2024 RSUs, the fair value of stock awards as calculated in accordance with Topic 718 is $20.50. (5)Mr. Fendley was granted 20,000 RSUs on February 20, 2024, which vest on the one-year anniversary of the date of grant, in recognition of the accomplishments Mr. Fendley achieved in 2023.
Outstanding Equity Awards at December 29, 2024
Outstanding Equity Awards at December 29, 2024 The following table sets forth the outstanding equity awards for each named executive officer as of December 29, 2024.
Outstanding Equity Awards at December 29, 2024
| Name | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1)($) | | Eric DeMarco | 990,000(2) | 26,254,800 | | Deanna Lund | 400,000(3) | 10,608,000 | | Jonah Adelman | 80,000(4) | 2,121,600 | | Phillip Carrai | 266,667(5) | 7,072,009 | | Steven Fendley | 290,000(6) | 7,690,800 |
Outstanding Equity Awards at December 29, 2024
_______________________________________________________________________________ (1)Represents the aggregate market value of the unvested RSUs held by the named executive officers as of December 29, 2024, based on the closing price of a share of Kratos common stock of $26.52 on December 27, 2024 and based on the assumption that the performance-based RSUs granted in 2021, 2022, 2023, and 2024 are granted at target. (2)Comprised of: (i) 50,000 RSUs granted on January 2, 2010 that vest on the 15 year anniversary of the date of grant; (ii)115,000 RSUs granted on January 1, 2015 that vest on the 10 year anniversary of the date of grant; (iii) 80,000 RSUs granted on January 3, 2020, 30,000 of which vest ratably on the anniversary of the date of grant during the remaining one year of a five-year period and 50,000 of which vest based on the Company’s Adjusted EBITDA growth during a five-year period; (iv) 25,000 RSUs granted on January 3, 2020 that vest on the 5 year anniversary of the date of grant; (v) 110,000 RSUs granted on January 4, 2021, 60,000 of which vest ratably on each anniversary of the date of grant during the remaining two years of a five-year period and 50,000 of which vest based on the Company’s Adjusted EBITDA growth during a five-year period; (vi) 190,000 RSUs granted on January 3, 2022, 90,000 of which vest ratably on each anniversary of the date of grant during the remaining three years of a five-year period and 100,000 of which vest based on the Company’s Adjusted EBITDA growth during a five-year period; (vii) 120,000 RSUs granted on January 3, 2023, which vest ratably on each anniversary of the date of grant during the remaining four years of a five-year period; and (viii) 300,000 RSUs granted on January 4, 2024, 150,000 of which vest ratably on each anniversary of the date of grant during a five-year period and 150,000 of which vest based on the Company’s Adjusted EBITDA growth during a five-year period. The unvested RSUs may vest earlier upon (i) a change in control of the Company, subject to certain conditions, (ii) death or (iii) a termination of employment without cause. Effective March 31, 2021, the five-year deferral period no longer applies to the performance-based RSUs granted in 2019 and 2020 (but remains on the time-based RSUs granted in 2019 and 2020). (3)Comprised of: (i) 40,000 RSUs granted on January 3, 2020, 15,000 of which vest ratably on the anniversary of the date of grant during the remaining one year of a five-year period and 25,000 of which vest based on the Company’s Adjusted EBITDA growth during a five-year period; (ii) 55,000 RSUs granted on January 4, 2021, 30,000 of which vest ratably on the anniversary of the date of grant during the remaining two years of a five-year period and 25,000 of which vest based on the Company’s Adjusted EBITDA growth during a five-year period; (iii) 95,000 RSUs granted on January 3, 2022, 45,000 of which vest ratably on the anniversary of the date of grant during the remaining three years of a five-year period and 50,000 of which vest based on the Company’s Adjusted EBITDA growth during a five-year period; (iv) 60,000 RSUs granted on January 3, 2023, which vest ratably on the anniversary of the date of grant during the remaining four years of a five-year period; and (v) 150,000 RSUs granted on January 4, 2024, 75,000 of which vest ratably on the anniversary of the date of grant during a five-year period and 75,000 of which vest based on the Company’s Adjusted EBITDA growth during a five-year period. The unvested RSUs may vest earlier upon (i) a change in control of the Company, subject to certain conditions or (ii) a termination of employment without cause. (4)Comprised of: (i) 8,000 RSUs granted on January 3, 2020, 3,000 of which vest ratably on the anniversary of the date of grant during the remaining one year of a five-year period and 5,000 of which vest based on the Company’s Adjusted EBITDA growth during a five-year period; (ii) 11,000 RSUs granted on January 4, 2021, 6,000 of which vest ratably on the anniversary of the date of grant during the remaining two years of a five-year period and 5,000 of which vest based on the Company’s Adjusted EBITDA growth during a five-year period; (iii) 19,000 RSUs granted on January 3, 2022, 9,000 of which vest ratably on the anniversary of the date of grant during the remaining three years of a five-year period and 10,000 of which vest based on the Company’s Adjusted EBITDA growth during a five-year period; (iv) 12,000 RSUs granted on January 3, 2023, which vest ratably on the anniversary of the date of grant during the remaining four years of a five-year period; and (v) 30,000 RSUs granted on January 4, 2024, 15,000 of which vest ratably on the anniversary of the date of grant during a five-year period and 15,000 of which vest based on the Company’s Adjusted EBITDA growth during a five-year period. The unvested RSUs may vest earlier upon a change in control of the Company, subject to certain conditions. (5)Comprised of: (i) 26,667 RSUs granted on January 3, 2020, 10,000 of which vest ratably on the anniversary of the date of grant during the remaining one year of a five-year period and 16,667 of which vest based on the Company’s Adjusted EBITDA growth during a five-year period; (ii) 36,667 RSUs granted on January 4, 2021, 20,000 of which vest ratably on the anniversary of the date of grant during the remaining two years of a five-year period and 16,667 of which vest based on the Company’s Adjusted EBITDA growth during a five-year period; (iii) 63,333 RSUs granted on January 3, 2022, 30,000 of which vest ratably on the anniversary of the date of grant during the remaining three years a five-year period and 33,333 of which vest based on the Company’s Adjusted EBITDA growth during a five-year period; (iv) 40,000 RSUs granted on January 3, 2023, which vest ratably on the anniversary of the date of grant during the remaining four years of a five-year period; and (v) 100,000 RSUs granted on January 4, 2024, 50,000 of which vest ratably on the anniversary of the date of grant during a five-year period and 50,000 of which vest based on the Company’s Adjusted EBITDA growth during a five-year period. The unvested RSUs may vest earlier upon a change in control of the Company, subject to certain conditions. (6)Comprised of: (i) 26,667 RSUs granted on January 3, 2020, 10,000 of which vest ratably on the anniversary of the date of grant during the remaining one year of a five-year period and 16,667 of which vest based on the Company’s Adjusted EBITDA growth during a five-year period; (ii) 36,667 RSUs granted on January 4, 2021, 20,000 of which vest ratably on the anniversary of the date of grant during the remaining two years of a five-year period and 16,667 of which vest based on the Company’s Adjusted EBITDA growth during a five-year period; (iii) 63,333 RSUs granted on January 3, 2022, 30,000 of which vest ratably on the anniversary of the date of grant during the remaining three years of a five-year period and 33,333 of which vest based on the Company’s Adjusted EBITDA growth during a five-year period; (iv) 3,333 RSUs granted April 4, 2022 which vests on the 3rd anniversaries of the date of grant; (v) 40,000 RSUs granted on January 3, 2023, which vest ratably on the anniversary of the date of grant during the remaining four years of a five-year period; (vi) 100,000 RSUs granted on January 4, 2024, 50,000 of which vest ratably on the anniversary of the date of grant during a five-year period and 50,000 of which vest based on the Company’s Adjusted EBITDA growth during a five-year period; and (vii) 20,000 RSUs granted on February 20, 2024, which vest on the first anniversary of the date of grant. The unvested RSUs may vest earlier upon a change in control of the Company, subject to certain conditions.
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table shows vesting of our named executive officers’ RSUs during the fiscal year ended December 29, 2024. No stock options were exercised by our named executive officers during fiscal year ended December 29, 2024.
Option Exercises and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Eric DeMarco | 595,000 | 10,942,200 | | Deanna Lund | 335,000 | 6,148,200 | | Jonah Adelman | 67,000 | 1,229,640 | | Phillip Carrai | 223,333 | 4,098,794 | | Steven Fendley | 239,999 | 4,394,915 |
Option Exercises and Stock Vested
_______________________________________________________________________________ (1) Value realized on vesting includes achievement at the level of 66.6% for the 50% performance-based RSUs granted in 2020 based on Adjusted EBITDA growth over the measurement period, achievement at the level of 66.6% for the 50% performance-based RSUs granted in 2021 based on Adjusted EBITDA growth over the measurement period, achievement at the level of 33.3% for the 50% performance-based RSUs granted in 2022 based on Adjusted EBITDA growth over the measurement period and achievement at the level of 100% for the 50% performance-based RSUs granted in 2023 based on Adjusted EBITDA growth over the measurement period.
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation We sponsor no pension plans or nonqualified deferred compensation plans, beyond the five-year deferral of certain of our Chief Executive Officer’s RSUs, as discussed herein.
Non-Qualified Deferred Compensation
| Named Executive Officer | Aggregate Earnings in Last FY ($) | Aggregate Balance at Last FYE($) (2) | | Eric DeMarco (1) | 11,019,175 | 31,359,900 | | Deanna Lund | — | — | | Jonah Adelman | — | — | | Phillip Carrai | — | — | | Steven Fendley | — | — |
Non-Qualified Deferred Compensation
_______________________________________________________________________________ (1)In the table above, for the deferred RSUs, the Aggregate Earnings in Last FY column includes any increase (or decrease) in the Company’s stock price between December 31, 2023 (based on the closing stock price of Kratos common stock of $20.29 on December 29, 2023) and December 29, 2024 (based on the closing stock price of Kratos common stock of $26.52 on December 27, 2024. This row reflects 1,182,500 deferred RSUs for Mr. DeMarco. (2)The value of the aggregate balance at the end of the last fiscal year is calculated by multiplying the total number of vested, deferred RSUs held by the named executive officers as of December 29, 2024 by the closing price of a share of Kratos common stock on December 27, 2024 ($26.52).
Pay Versus Performance Table
Pay Versus Performance Table The following table sets forth information concerning the compensation of our named executive officers (“NEOs”) for each of the fiscal years 2020, 2021, 2022, 2023, and 2024, and our financial performance for each such fiscal year:
Pay Versus Performance Table
| | | | | | Value of Initial Fixed $100 | | | | | | | | Average | Average | Investment Based on: | | | Company | | | Summary | | Summary | Compensation | | Peer Group | | Selected | | | Compensation | Compensation | Compensation | Actually Paid to | Total | Total | Net | Measure | | | Table Total | Actually Paid | Table Total for | Non-PEO | Shareholder | Shareholder | Income (Loss) | Adjusted | | Year | for PEO ($)(1) | to PEO ($)(1) | Non-PEO NEOs ($) | NEOs ($) | Return ($) | Return ($)(2) | ($) | EBITDA ($)(3) | | 2024 | 7,363,445 | 11,277,095 | 2,534,342 | 3,999,613 | 146 | 159 | 16,359,000 | 105,690,000 | | 2023 | 4,573,845 | 19,176,995 | 1,610,101 | 5,360,194 | 113 | 122 | (8,900,000) | 95,440,000 | | 2022 | 7,056,910 | (6,007,149) | 2,440,571 | (715,533) | 57 | 108 | (36,900,000) | 70,700,000 | | 2021 | 9,499,003 | (5,800,040) | 3,484,031 | 326,825 | 108 | 93 | (2,000,000) | 82,900,000 | | 2020 | 8,236,370 | 25,945,757 | 2,686,473 | 6,102,458 | 152 | 107 | 79,600,000 | 78,500,000 |
Pay Versus Performance Table
(1) Amounts represent compensation actually paid to our principal executive officer (“PEO”) and the average compensation actually paid to our other named executive officers for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:
Pay Versus Performance Table
| Year | PEO | Non-PEO NEOs | | 2024 | Eric DeMarco | Deanna Lund, Jonah Adelman, Phillip Carrai, Steven Fendley | | 2023 | Eric DeMarco | Deanna Lund, Jonah Adelman, Phillip Carrai, Steven Fendley | | 2022 | Eric DeMarco | Deanna Lund, Jonah Adelman, Phillip Carrai, Steven Fendley | | 2021 | Eric DeMarco | Deanna Lund, Jonah Adelman, Phillip Carrai, Steven Fendley | | 2020 | Eric DeMarco | Deanna Lund, Jonah Adelman, Phillip Carrai, Steven Fendley |
Pay Versus Performance Table
The amounts reported in the “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” columns do not reflect the actual compensation paid to or realized by our PEO or our non-PEO NEOs during each applicable year. The calculation of compensation actually paid for purposes of this table includes point-in-time fair values of stock awards and these values will fluctuate based on our stock price, various accounting valuation assumptions and projected performance related to our performance awards. See the Summary Compensation Table for certain other compensation of our PEO and our non-PEO NEOs for each applicable fiscal year and the Options Exercised and Stock Vested table for the value realized by each of them upon the vesting of stock awards during 2024. Compensation actually paid to our NEOs represents the "Total" compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:
Pay Versus Performance Table
| | 2022 | | 2023 | | 2024 | | | | | Average Non- | | Average Non- | | Average Non- | | | PEO ($) | PEO NEOs ($) | PEO ($) | PEO NEOs ($) | PEO ($) | PEO NEOs ($) | | Total Compensation Reported in the Summary | | | | | | | | Compensation Table for Applicable FY | 7,056,910 | 2,440,571 | 4,573,845 | 1,610,101 | 7,363,445 | 2,534,342 | | Adjustments | | | | | | | | Deduction for Amounts Reported under "Stock | | | | | | | | Awards" and "Option Awards" Columns in the | | | | | | | | Summary Compensation Table for Applicable FY | (5,895,000) | (1,921,450) | (3,009,000) | (952,850) | (5,559,000) | (1,862,850) | | Increased based on ASC 718 Fair Value of | | | | | | | | Awards Granted during Applicable FY that | | | | | | | | remains Unvested as of Applicable FY End, | | | | | | | | determined as of Applicable FY End | 3,096,000 | 1,006,200 | 6,087,000 | 1,927,550 | 7,956,000 | 2,652,000 | | Increase/deduction for Awards Granted during | | | | | | | | Prior FY that were Outstanding and Unvested | | | | | | | | as of Applicable FY End, determined based on | | | | | | | | change in ASC 718 Fair Value from Prior FY End | | | | | | | | to Applicable FY End | (10,669,000) | (2,325,237) | 11,615,050 | 2,796,587 | 4,610,200 | 991,610 | | Increase/deduction for Awards Granted during | | | | | | | | Prior FY that Vested During Applicable FY, | | | | | | | | determined based on change in ASC 718 Fair | | | | | | | | Value from Prior FY End to Vesting Date | 403,941 | 84,383 | (89,900) | (21,194) | (3,093,550) | (315,489) | | TOTAL ADJUSTMENTS | (13,064,059) | (3,156,104) | 14,603,150 | 3,750,093 | 3,913,650 | 1,465,271 | | Compensation Actually Paid | (6,007,149) | (715,533) | 19,176,995 | 5,360,194 | 11,277,095 | 3,999,613 |
Pay Versus Performance Table
(1) Adjustments include the following assumptions used to calculate the fair value of the awards at each valuation date in accordance with Topic 718: •For awards of time-based RSUs, adjustments reflected are based on the fair value of the awards as of the applicable valuation date calculated by multiplying the change in stock price at each fiscal year end presented by the number of shares of restricted stock outstanding on such valuation date. •For the performance-based RSUs, adjustments reflected are based on the fair value of the awards as of the applicable valuation date calculated by multiplying the stock price at each fiscal year end by the number of performance-based RSUs outstanding and by the estimated probability of achieving the performance target that was used to calculate our Topic 718 expense for each fiscal year. •Discussion of the assumptions used in calculating the grant date fair value of the RSUs is set forth in Note 10 of the Notes to Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 29, 2024 filed with the SEC on February 26, 2025. (2) For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) for the following companies, which represent the peer group of companies used by us for purposes of Item 201(e) of Regulation S-K under the Exchange Act in the our Annual Report on Form 10-K for the fiscal year ended December 29, 2024: AAR Corp., AeroVironment Inc., CACI International Inc., Ducommun Inc., Frequency Electronics Inc., Leidos Holdings Inc., Mercury Systems Inc. and Parsons Corp. (3) Adjusted EBITDA is a non-GAAP measure and should not be considered in isolation or as a substitution for financial information provided in accordance with GAAP. This non-GAAP financial measure may not be computed in the same manner as similarly titled measures used by other companies. The Company expects to continue to incur expenses similar to the Adjusted EBITDA financial adjustments described, and investors should not infer from the Company’s presentation of this non-GAAP financial measure that these costs are unusual, infrequent, or non-recurring. Adjusted EBITDA is a non-GAAP measure. A definition of Adjusted EBITDA, and a reconciliation of Adjusted EBITDA to the nearest GAAP counterpart, is provided in Annex A.
Pay Versus Performance Tabular List
Pay Versus Performance Tabular List We believe the following represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 29, 2024: Adjusted EBITDA Revenue Free Cash Flow For additional details regarding our most important financial performance measures, please see the sections titled “Target Annual Bonus” and “Equity Awards” in our Compensation Discussion and Analysis (CD&A) elsewhere in this Proxy Statement.
Employment Agreements; Potential Payments Upon Termination or Change of Control
Employment Agreements; Potential Payments Upon Termination or Change of Control In addition to other compensation arrangements described elsewhere in this proxy statement, we have entered into agreements with our named executive officers as follows:
Pay Ratio
Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, the Company must annually disclose in its proxy statement the median of the annual total compensation of all employees (excluding the Chief Executive Officer (“CEO”)), the annual total compensation of its CEO, and the ratio of the CEO compensation to the median employee compensation. The pay ratio information provided below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We determined that, as of December 29, 2024, our employee population (including employees of our consolidated subsidiaries) consisted of approximately 4,067 employees in the U.S. and foreign jurisdictions. We determined the required ratio by: •calculating the total annual cash compensation of all employees except the CEO, using base salary plus annual incentive as a consistently applied compensation measure; and then sorting those employees from highest to lowest; •determining the median employee from that list; and •calculating the total annual compensation of our CEO and of the median employee using the same methodology required for the Summary Compensation Table on page 59. The total annual compensation for our CEO for fiscal year 2024 was $7,363,445. The total annual compensation for the median employee was $92,452, representing the amount of such employee’s compensation for 2024 that would have been reported in the Summary Compensation Table in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K if the employee was a named executive officer for 2024. The resulting ratio of CEO pay to the pay of the Company’s median employee for fiscal year 2024 is 79.65 to one. The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The Compensation Committee periodically reviews comparative market data and recommendations from the Company’s Human Resources Department and compensation consultants with regard to the structure of our non-employee director compensation program and the amounts paid to our non-employee directors. The following table summarizes the quarterly retainer and committee fees payable to our non-employee directors during the fiscal year ended December 29, 2024. All such fees are paid quarterly in arrears.
DIRECTOR COMPENSATION
| | 2024 Director Compensation | | Board Member Quarterly Retainer | $12,500 | | Board Chairman Quarterly Fee | $7,500 | | Audit Committee Chair Quarterly Retainer | $3,750 | | Audit Committee Member Quarterly Fee | $1,500 | | Designated Financial Expert Quarterly Fee | $1,250 | | Compensation Committee Chair Quarterly Retainer | $3,750 | | Compensation Committee Member Quarterly Fee | $1,500 | | Nominating & Governance Committee Chair Quarterly Retainer | $3,750 | | Nominating & Governance Committee Member Quarterly Fee | $1,250 | | Annual Equity Award Upon Election or Re-Election to Board | 10,000 RSUs(1) |
DIRECTOR COMPENSATION
_______________________________________________________________________________ (1)Our non-employee directors receive 10,000 RSUs at the time of election or re-election for their board service and such RSUs vest after one year to match the elected director term of service. Each of our non-employee directors received 10,000 RSUs on May 21, 2024, which vest on the first anniversary of the grant date, subject to the terms of the applicable award agreement. Our directors also receive reimbursement for all out-of-pocket expenses related to their duties, including, but not limited to, travel, car rental and lodging fees. Beginning in 2021, the Compensation Committee implemented a deferral plan where directors may elect whether or not to defer the issuance of their respective vested RSUs awarded in 2021 or later until a separation of service occurs.
Director Summary Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | Total ($) | | Scott Anderson(2) | 71,250 | 217,000 | — | 288,250 | | Bradley Boyd(3) | 50,000 | 217,000 | — | 267,000 | | Bobbi Doorenbos(4) | 37,500 | 217,000 | — | 254,500 | | Daniel Hagen(5) | 45,750 | 217,000 | — | 262,750 | | William Hoglund(6) | 97,000 | 217,000 | — | 314,000 | | Scot Jarvis(7) | 76,000 | 217,000 | — | 293,000 | | Amy Zegart(8) | 65,000 | 217,000 | — | 282,000 |