DEF 14A of Kbr, Inc.
Filed Mar 30, 2026 · FY20250001104659-26-036847
HOW TO VOTE
| 76 | Executive Compensation Tables | | 76 | Summary Compensation Table | | 79 | Grants of Plan-Based Awards | | 80 | Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table | | 82 | Outstanding Equity Awards at Fiscal Year-End | | 83 | Option Exercises and Stock Vested | | 83 | Pension Benefits | | 84 | Nonqualified Deferred Compensation | | 87 | Severance and Change-in-Control Agreements | | 89 | No Employment Agreements | | 90 | CEO Pay Ratio | | 91 | Pay Versus Performance | | 96 | Equity Compensation Plan Information | | 97 | AUDIT COMMITTEE MATTERS | | 97 | PROPOSAL 3 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTER PUBLIC ACCOUNTING FIRM | | 98 | Approved Principal Accountant Fees and Services | | 98 | Pre-Approval Policy | | 98 | Audit Committee Report | | 101 | STOCK OWNERSHIP INFORMATION | | 101 | Security Ownership of Certain Beneficial Owners and Management | | 103 | GENERAL INFORMATION ABOUT KBR’S ANNUAL MEETING | | 103 | Questions and Answers about the Annual Meeting and Voting | | 109 | ADDITIONAL INFORMATION AVAILABLE | | A-1 | APPENDIX A — NON-GAAP FINANCIAL INFORMATION |
Information about the Board of Directors
Information about the Board of Directors The KBR Board of Directors is currently composed of eleven directors with an extensive variety of skills, expertise, and experience who guide and support our strategy to create long-term value for our stockholders and other stakeholders. Each of our directors is independent except Mr. Bradie, our Chair and CEO. KBR’s Board of Directors from left: Lewis Von Thaer, Joseph Dominguez, Lynn Dugle, Jack Moore, Sir John Manzoni KCB, Stuart Bradie, Lt. General Wendy Masiello, USAF (Ret.), Carlos Sabater, Ann Pickard, Nchacha Etta and Huibert Vigeveno.
Board refreshment
Board refreshment
Board refreshment
| We added seven new independent directors over the past six years, introducing fresh perspectives and talents and increasing the diversity of our Board. |
Our Director Nominees
Our Director Nominees
Our Director Nominees
| Name and Professional Background | | Age | Director Since | Independent | KBR Committees of the Board | | | | | | | | | | Audit | Compensation | Nominating and Corporate Governance | Sustainability, Technology & Cybersecurity | | | Stuart Bradie Chair of the Board President and CEO, KBR, Inc. | 59 | 2014 | Chair since 2025 | | | | | | | | Joseph Dominguez President and CEO, Constellation Energy Corporation | 63 | 2024 | | | | | | | | Lynn Dugle Former Chairperson, President and CEO, Engility Holdings Inc. | 66 | 2020 | | | | | | | | Nchacha Etta Former Executive Vice President and CFO, Omnicell, Inc. | 55 | 2024 | | | | | | | | Sir John Manzoni KCB Former Permanent Secretary for the Cabinet Office, U.K. Government | 66 | 2022 | | | | | | | | Lt. General Wendy Masiello, USAF (Ret.) Lead Independent Director Independent Consultant | 67 | 2017 | Lead Independent Director since 2025 | | | | | | | | Jack Moore Former Chairman, President and CEO, Cameron International Corporation | 72 | 2012 | | | | | | | | Ann Pickard Former Executive Vice President, Arctic, Royal Dutch Shell plc | 70 | 2015 | | | | | | | | Carlos Sabater Former Senior Global Partner, Deloitte Touche Tohmatsu Limited | 67 | 2021 | | | | | | | | Huibert Vigeveno Group CEO, MET Group; and former Director of Downstream, Renewables and Energy Solutions, Shell plc | 56 | 2025 | | | | | | | | Lewis “Lou” Von Thaer President and CEO, Battelle Memorial Institute | 65 | 2025 | | | | | |
Our Director Nominees
| | Committee Chair | | Committee Member | | Audit Committee Financial Expert |
Our Board
Our Board A top priority of our Board and Nominating and Corporate Governance Committee is to ensure that our Board of Directors is composed of directors who:
Our Board
| ● | bring a variety of knowledge, skills, and perspectives that are relevant to our business, |
Our Board
| ● | provide expertise that is useful to KBR and complementary to the background and experience of other Board members, |
Our Board
| ● | understand and guide KBR’s business and strategic plan and can meaningfully contribute to the success of KBR’s business and strategic plan, and |
Our Board
| ● | effectively represent and promote the long-term interests of our stockholders. |
Our Board
As shown below, the incumbent directors have a wide range of skills and experience that will enable the Board to effectively oversee management and the business of KBR.
INDUSTRY EXPERIENCE AND DEMOGRAPHICS
INDUSTRY EXPERIENCE AND DEMOGRAPHICS
INDUSTRY EXPERIENCE AND DEMOGRAPHICS
| | INDUSTRY EXPERIENCE | | | | | | | | | Director Nominee | Industry Experience | C-SUITE Former or Current CEO/CFO | CYBER Cybersecurity/ Data Privacy/ IT | FINANCE Accounting/ Audit/ Finance | HSSE Health /Safety/ Physical Security | RISK Risk Management/ Oversight | SUSTAINABILITY Environment/ Sustainability | TECHNOLOGY AI/IP/ Licensing | | Bradie | ● Engineering ● Government ● Technology | | | | | | | | | Dominguez | ● Energy ● Engineering | | | | | | | | | Dugle | ● Aerospace ● Engineering ● Government ● Technology | | | | | | | | | Etta | ● Professional Services | | | | | | | | | Manzoni | ● Energy ● Engineering ● Government | | | | | | | | | Masiello | ● Aerospace ● Government ● Technology | | | | | | | | | Moore | ● Energy | | | | | | | | | Pickard | ● Energy ● Engineering ● Technology | | | | | | | | | Sabater | ● Professional Services | | | | | | | | | Vigeveno | ● Energy | | | | | | | | | Von Thaer | ● Aerospace ● Government ● Technology | | | | | | | |
INDUSTRY EXPERIENCE AND DEMOGRAPHICS
| | Some Experience | | | Subject Matter Expert |
INDUSTRY EXPERIENCE AND DEMOGRAPHICS
| DEMOGRAPHICS | | | | | | | Director Nominee | Age | Tenure | Gender | Nationality | Race/Ethnicity | | Bradie | 59 | 11 | M | U.K. | White | | Dominguez | 63 | 1 | M | U.S. | White + Hispanic | | Dugle | 66 | 6 | F | U.S. | White | | Etta | 55 | 1 | M | U.S. | African American | | Manzoni | 66 | 3 | M | U.K. | White | | Masiello | 67 | 8 | F | U.S. | White | | Moore | 72 | 14 | M | U.S. | White | | Pickard | 70 | 10 | F | U.S. | White | | Sabater | 67 | 4 | M | U.S. | White + Hispanic | | Vigeveno | 56 | <1 | M | The Netherlands | White | | Von Thaer | 65 | <1 | M | U.S. | White |
Nominees for Director
Nominees for Director The following biographical information about the director nominees is as of March 17, 2026.
Nominees for Director
| Stuart J. B. Bradie | | CEO | Chair of the Board since 2025 | Director since 2014 | | Age 59 KBR Board Committees ● None KEY EXPERTISE ● C-Suite ● Engineering ● Government ● Health, Safety, Security & Environment ● Risk Management ● Sustainability ● Technology | REASON FOR NOMINATION Mr. Bradie is our Chair and CEO and has more than 30 years of broad, international experience across numerous industries. He brings to the Board a reputation for building strong relationships and for successfully driving comprehensive organizational growth and transformation. Over the past twelve years, Mr. Bradie has guided KBR though an evolution that has focused on people, sustainability and safety, alongside strong execution and commercial discipline. | | | | Career Highlights Global experience across over 40 countries in the hydrocarbons, mining and chemicals, power and infrastructure sectors KBR, Inc. ● Chair of the Board (2025 to present) ● Director (2014 to present) ● President and Chief Executive Officer (2014 to present) WorleyParsons ● Group Managing Directors — Operations and Delivery ● Managing Director, Europe, Africa, Asia and the Middle East Kvaerner ● Managing Director, PT Kvaerner Indonesia ● Country Manager, Kvaerner Philippines | Other Public Company Boards ● Rolls Royce Holdings plc (since 2023) Education ● M.B.A., Edinburgh Business School, Heriot-Watt University ● B.S. in Mechanical Engineering, Aberdeen University |
Nominees for Director
| Joseph Dominguez | | | Independent | Director since 2024 | | Age 63 KBR Board Committees ● Compensation KEY EXPERTISE ● C-Suite ● Energy ● Engineering ● Finance ● Risk Management ● Sustainability | REASON FOR NOMINATION As the President, CEO and a director of Constellation, and through his prior experience at ComEd and as a practicing attorney, Mr. Dominguez brings to the Board extensive knowledge and understanding of business, operations, finances, risks and strategy, as well as extensive regulatory, risk management and oversight expertise. His diverse experience and deep knowledge of the energy industry are valuable to our strategic planning and operational success. | | | | | Career Highlights Constellation Energy Corporation ● President and Chief Executive Officer (2022 to present) Commonwealth Edison Company (ComEd) ● Chief Executive Officer Exelon Corporation ● Executive Vice President of Governmental and Regulatory Affairs and Public Policy White and Williams, LLP ● Partner U.S. Department of Justice ● Assistant U.S. Attorney for Eastern District of Pennsylvania | | Other Public Company Boards ● Constellation Energy Corporation (since 2022) Current Affiliations ● AEGIS (Director) ● Electric Power Research Institute (Director) ● Hispanics in Energy (Chair) ● Illinois Economic Development Corporation (Director) ● Institute of Nuclear Power Operations (Director) ● Nuclear Energy Institute (Director) ● World Association of Nuclear Operators (WANO) (Director) Education ● J.D., Rutgers University School of Law ● B.S. in Mechanical Engineering, New Jersey Institute of Technology |
Nominees for Director
| Lynn A. Dugle | | | Independent | Director since 2020 | | Age 66 KBR Board Committees ● Compensation ● Nominating and Corporate Governance (Chair) KEY EXPERTISE ● Aerospace ● C-Suite ● Cybersecurity ● Engineering ● Finance ● Government ● Risk Management ● Technology | REASON FOR NOMINATION Ms. Dugle’s experience as Chair and CEO of a public engineering services firm and senior officer of a leading public technology company provides our Board expertise in information, technology, cybersecurity, corporate strategy, operations, and research and development, all of which are critical to achieving our strategic objectives. | | | | | Career Highlights Engility Holdings Inc. ● Chairperson, President and Chief Executive Officer, where she led the sale of the company in its sale to Science Applications International Corporation (2016–2019) Raytheon Company ● Corporate Vice President and President of Intelligence, Information and Services ● Vice President, Engineering, Technology and Quality, Network Centric Systems ● Responsible for acquiring more than a dozen cyber-related companies ADC Telecommunications, Inc. ● Vice President and General Manager, Product, Systems Software Division ● General Manager, Cable Systems Division Texas Instruments, Inc. ● Vice President, Support Engineering and Quality for the Defense Systems and Electronics Group | | Other Public Company Boards ● EOG Resources, Inc. (since 2023) ● Micron Technology, Inc. (Lead Independent Director) (since 2020) ● TE Connectivity Ltd. (since 2020) Previous Affiliations ● Avantus Federal (Director) ● The B2B Project (Advisor Partner) ● The Board on Army Research and Development of the National Academy of Sciences ● First Light Acquisition Group, Inc. (Advisor Partner) ● Intelligence and National Security Alliance (Board Member) ● State Street Corporation (Director) ● ZOE Empowers (Chair of the Board) Education ● B.A. (Spanish), Purdue University ● B.S. (Technical Management), Purdue University ● M.B.A., University of Texas at Dallas |
Nominees for Director
| Nchacha E. Etta | | | Independent | Director since 2024 | | Age 55 KBR Board Committees ● Audit (Financial Expert) ● Sustainability, Technology & Cybersecurity KEY EXPERTISE ● C-Suite ● Cybersecurity ● Finance ● Risk Management ● Sustainability ● Technology | REASON FOR NOMINATION Mr. Etta is a seasoned finance and accounting executive with more than 20 years of experience leading and working in global finance organizations across healthcare and consumer products industries. His deep experience and expertise in finance, technology, risk oversight and global business are assets to our Board. | | | | | Career Highlights Omnicell, Inc. ● Executive Vice President and Chief Financial Officer (2023–2025) Essilor of America, Inc. (a subsidiary of EssilorLuxottica SA) ● Senior Vice President and Chief Financial Officer Johnson & Johnson Vision ● Worldwide Vice President and Chief Financial Officer The Coca-Cola Company ● Various senior financial roles | | Microsoft Corporation, Eli Lilly & Company, and the International Investments Fund at The Carlyle Group ● Various roles Orano Cycle (formerly COGEMA (Compagnie générale des matières nucléaires)) and Areva NC ● Senior Accountant Previous Affiliations ● Helen Keller International (Trustee) ● Howard University (Trustee) Education ● M.B.A. in Finance, Howard University ● B.S. in Accounting, George Mason University |
Nominees for Director
| Sir John A. Manzoni KCB | | | Independent | Director since 2022 | | Age 66 KBR Board Committees ● Audit (Financial Expert) ● Sustainability, Technology & Cybersecurity KEY EXPERTISE ● C-Suite ● Energy ● Engineering ● Finance ● Government ● Health, Safety, Security & Environment ● Risk Management ● Sustainability | REASON FOR NOMINATION Sir John’s strong commercial executive experience as a former CEO in the energy sector and non-executive director, as well as more recent expertise in public policy and government affairs, brings valuable insight to our Board. | | | | | Career Highlights U.K. Government ● Permanent Secretary for the Cabinet Office ● Chief Executive of the Civil Service ● Chief Executive of the major Projects Authority Talisman Energy Inc. ● President and Chief Executive Officer BP plc ● Chief Executive, Refining and Marketing ● Chief Executive, Gas and Power Current Affiliations ● Chairman Mentors International (Mentor) ● National Centre for Universities and Business (Director) ● Saïd Business School at the University of Oxford (Global Leadership Council Member) Other Public Company Boards ● Diageo (Chair) (since 2020) ● SSE plc (Chair) (since 2020) | | Previous Affiliations ● Accenture Energy (Advisor) ● Adamant Ventures (Advisor) ● Aspen Institute Corporate Values Group (Advisor) ● Atomic Weapons Establishment (Chair) ● BP plc (Director) ● Leyshon Energy Ltd (Chair) ● SABMiller plc (Director) ● Stanford University Graduate School of Business (Advisor) Education ● Honorary Doctorate, Aberdeen University ● M.S. in Management, Sloan Fellow, Stanford University ● M.S. in Petroleum Engineering, Imperial College London ● B.S. in Civil Engineering, Imperial College London |
Nominees for Director
| Lt. General Wendy M. Masiello, USAF (Ret.) | | | Lead Independent Director since 2025 | Director since 2017 | | Age 67 KBR Board Committees ● Compensation ● Sustainability, Technology & Cybersecurity KEY EXPERTISE ● Aerospace ● Cybersecurity ● Finance ● Government ● Risk Management ● Sustainability ● Technology ● Veteran | REASON FOR NOMINATION With over three decades of decorated military service, we believe Lt. General Masiello is qualified to serve on our Board because of her proven leadership and extensive knowledge of the aerospace, government contracting, and procurement industries. During her time on the Board, and as our Lead Independent Director since May 2025, Lt. General Masiello has brought a wealth of experience in cybersecurity, finance, risk, sustainability, technology and government defense work. Her strong government experience has been integral in overseeing the expansion of KBR’s Mission Technology Solutions business, and her technology and cyber background has been valuable in overseeing the growth of our Sustainable Technology Solutions business. | | | | | Career Highlights Wendy Mas Consulting, LLC ● Independent Consultant (2017 to present) U.S. Air Force ● Retired Three-Star General ● Director of the Defense Contract Management Agency, overseeing a $1.4 billion budget, managing 12,000 employees and 20,000 contractors on contracts values at $6 trillion ● Deputy Assistant Secretary (Contracting), Office of the Assistant Secretary of the Air Force for Acquisition, where she was responsible for shaping Air Force contracting policy and its 11,000 personnel force ● Program Executive Officer for the Air Force’s $65 billion Service Acquisition portfolio ● Deployment to Iraq to lead contracting support for military forces in Iraq and Afghanistan Other Public Company Boards ● StandardAero (since 2020) Current Affiliations ● Acquisition Innovation and Research Center Advisory Panel to the Office of the Under Secretary of Defense for Acquisition and Sustainment (Advisor) ● DEFCON AI (Strategic Advisor) ● EURPAC Service, Inc. (Director) ● MRIGlobal (Director) ● National Academies’ Committee on Improving Command Climate, Unit Cohesion, and Warfighter Readiness (Vice Chair) ● Procurement Round Table (Director) ● Rebuilding Together (Director) ● Tlingit Haida Tribal Business Corporation (Director) | | Previous Affiliations ● Air Force Studies Board of the National Academy of Sciences ● National Contract Management Association (Past Chair) ● Public Spend Forum (Advisory Council) ● Rawls College, Texas Tech University (Advisory Council) Education ● CERT Certificate in Cyber-Risk Oversight (March 2024), National Association of Corporate Directors ● Harvard Kennedy School’s Senior Managers in Government ● Joint and Combined Warfighting School, Joint Forces Staff College, Norfolk, Virginia ● Senior Acquisition Course, Industrial College of the Armed Forces, Fort Lesley J. McNair, Washington, D.C. ● M.S. in National Resource Strategy, Industrial College of the Armed Forces, Fort Lesley J. McNair, Washington, D.C. ● Defense Systems Management College, Fort Belvoir, Virginia ● M.S. in Logistics Management, Air Force Institute of Technology ● B.B.A. in Marketing, Texas Tech University |
Nominees for Director
| Jack B. Moore | | | Independent | Director since 2012 | | Age 72 KBR Board Committees ● Compensation (Chair) ● Nominating and Corporate Governance KEY EXPERTISE ● C-Suite ● Energy ● Finance ● Risk Management | REASON FOR NOMINATION We believe that Mr. Moore’s wealth of experience in the energy sector, including service as a director and executive officer to various public corporations in the sector, makes him well suited to service as a director. | | | | | Career Highlights Cameron International Corporation ● Chairman, President and Chief Executive Officer ● President and Chief Operating Officer ● President, Western Hemisphere of Drilling & Production Systems group ● Vice President and General Manager, Western Hemisphere of Drilling & Production Systems group Baker Hughes Incorporated ● Various management positions Other Public Company Boards ● Occidental Petroleum Corporation (Chair) (since 2016) Current Affiliations ● American Heart Association ● MAM (Memorial Assistance Ministries) (Director) ● University of Houston System Board of Regents (Chair) | | Previous Affiliations ● American Petroleum Institute (Director) ● Cameron International Corporation (Chair) ● ProPetro Holding Corp. (Director) ● Rowan Companies plc (Director) ● United Way of Greater Houston (Executive Committee) ● University of Houston’s Board of Visitors (Director) Education ● Graduate of the Advanced Management Program at Harvard Business School ● B.B.A., University of Houston |
Nominees for Director
| Ann D. Pickard | | | Independent | Director since 2015 | | Age 70 KBR Board Committees ● Compensation ● Sustainability, Technology & Cybersecurity (Chair) KEY EXPERTISE ● Cybersecurity ● Energy ● Engineering ● Finance ● Health, Safety, Security & Environment ● Risk Management ● Sustainability ● Technology | REASON FOR NOMINATION We believe that Ms. Pickard adds great value to the Board based on her deep knowledge and understanding of the international energy industry, as well as her significant experience leading a large and diverse energy business in Australia. She is also skilled in risk management, with a particular focus on and commitment to strong health and safety management and performance. She has a longstanding involvement in the international, regulatory and economic response to climate change, having been involved in this topic since the first COP in Berlin in 1995. | | | | | Career Highlights Significant business experience throughout South America, Australia, the countries of the former Soviet Union, the Middle East, and Africa, and in sectors like exploration efforts, LNG, and gas and power Royal Dutch Shell plc ● Executive Vice President, Arctic ● Executive Vice President and Country Chair, Australia and New Zealand ● Regional Executive Vice President, Sub Saharan Africa ● Director, Global Businesses and Strategy and a member of the Shell Gas & Power Executive Committee Mobil ● 11-year tenure, prior to the merger with Exxon Other Public Company Boards ● Woodside Energy Group Ltd. (since 2016) | | Current Affiliations ● The University of Wyoming Foundation (Budget/Audit) ● Chief Executive Women Previous Affiliations ● Advisory Council of the Eurasia Foundation ● Catalyst (Board of Advisors) ● Global Agenda Council on the Arctic for the World Economic Forum ● Noble Corporation plc (Director) ● Westpac Banking Corporation (Director) Education ● M.A., University of Pennsylvania ● B.A., University of California San Diego |
Nominees for Director
| Carlos A. Sabater | | | Independent | Director since 2021 | | Age 67 KBR Board Committees ● Audit (Chair; Financial Expert) ● Nominating and Corporate Governance KEY EXPERTISE ● Finance ● Risk Management | REASON FOR NOMINATION With 40 years of leadership, accounting and financial expertise and past partnerships with the boards and audit committees of several Fortune 500 companies and other dynamic enterprises, Mr. Sabater brings to the Board a strong financial acumen and deep experience in SEC financial reporting. He has worked closely with U.S. and global regulators, including the Public Company Accounting Oversight Board (PCAOB) and the International Forum of Independent Audit Regulators (IFIAR). | | | | | Career Highlights Deloitte Touche Tohmatsu Limited (Deloitte) ● Senior Global Partner ● Managing Principal, Americas Region ● Global Managing Director, Audit and Enterprise Risk Services ● Various senior leadership and operational roles over the course of a nearly 40-year career with Deloitte, with extensive experience in accounting, finance, and SEC reporting Other Public Company Boards ● Pool Corporation (since 2022) Current Affiliations ● FUI Foundation (Director) | | Previous Affiliations ● Chamber of Commerce (Director) ● DACF Ltd. (Director) ● Florida International University (Director) ● Kiwanis Club (Director) ● PDC Energy, Inc. (Director) ● YMCA (Director) Education ● Qualified Board of Directors financial expert and NACD Directorship Certified ● B.B.A. in Accounting and Finance, Florida International University ● Named scholarship program, the Deloitte Foundation — Sabater Scholars Program, Florida International university |
Nominees for Director
| Huibert H. Vigeveno | | | Independent | Director since 2025 | | Age 56 KBR Board Committees ● Nominating and Corporate Governance ● Sustainability, Technology & Cybersecurity KEY EXPERTISE ● CEO and C-Suite Leadership ● Energy Industry and Global Markets ● Strategy, Transformation & Large-Scale Operations ● Health, Safety, Security & Environment (HSSE) ● Global Experience – lived and worked across four continents | REASON FOR NOMINATION Mr. Vigeveno brings a wealth of energy and industrial sector expertise to the Board, as well as extensive experience in leading large, complex, global organizations. He currently serves as Chief Executive Officer of the MET Group, a Switzerland-based multinational energy company generating $33 billion in annual revenue, active across natural gas, LNG, power and renewable energy. His wide-ranging expertise and unique perspective are also derived from his 30 years of distinguished service with Shell plc, where, most recently as the Director of Downstream, Renewables and Energy Solutions and as a member of the Executive Committee, he drove a customer value proposition across a range of businesses and geographies and led an organization of over 30,000 people across six global businesses. | | | | | Career Highlights MET Group, a Switzerland-based multinational energy company ● Group Chief Executive Officer (2026 to present) Shell plc ● Member of the Executive Committee and Director of Downstream, Renewables and Energy Solutions (2020–2025) ● Executive Vice President, Global Commercial ● Transition CEO, leading the integration of BG Group in the U.K. following its acquisition by Shell ● Executive Chairman, Shell China ● Vice President, Europe and Africa, Shell Supply and Distribution ● 30-year career with Shell; gained extensive sales, marketing, strategy, and general management experience in Chemicals, Shell Capital, LPG and Lubricants, in the Netherlands, U.K., U.S., Mexico and Brazil | | Previous Affiliations ● Board of Trustees, Shell Foundation Education ● M.B.A., Erasmus University Rotterdam, the Netherlands ● Speaks seven languages |
Nominees for Director
| Lewis F. Von Thaer | | | Independent | Director since 2025 | | Age 65 KBR Board Committees ● Audit ● Nominating and Corporate Governance KEY EXPERTISE ● Aerospace ● C-Suite ● Cybersecurity ● Finance ● Government ● Risk Management ● Technology | REASON FOR NOMINATION Mr. Von Thaer brings to the Board decades of employment in the global manufacturing and research industries, including high level executive management and business oversight experience. He has substantial experience working with federal government administrators, which provides valuable insights in governmental, regulatory and public policy issues. His extensive experience in management and operations provides insights in risk management, safety and health, personnel development and environmental matters. As a former Bell Laboratories engineer and a member of the Defense Science Board from 2010 to 2022, Mr. Von Thaer also brings significant engineering experience. | | | | | Career Highlights Battelle Memorial Institute ● President and Chief Executive Officer (2017 to present) DynCorp International ● Chief Executive Officer Leidos Holdings, Inc. ● Executive Vice President and President, National Security Sector General Dynamics Corporation ● President and Corporate Vice President ● Senior Vice President, Operations ● Various management positions Other Public Company Boards ● American Electric Power Company Inc. (since 2022) Current Affiliations ● Columbus Partnership (Executive Committee Member) ● National Veterans Memorial and Museum (Chair) ● Pacific Northwest National Laboratory (Chair) ● UT-Battelle, Operator of Oak Ridge National Laboratory (Vice Chair) | | Previous Affiliations ● Ambri (Director) ● AmplifyBio (Chair) ● Defense Science Board ● InnovateOhio (Advisor) ● Kansas State University Foundation (Director) ● National Defense Industrial Association ● National Intelligence University Foundation (Director) ● Nationwide Children’s Hospital (Director) ● The Ohio State University Board of Trustees (Trustee) ● Tragedy Assistance Program for Survivors Education ● M.S. in Electrical Engineering, Rutgers, The State University of New Jersey ● B.S. in Electrical Engineering, Kansas State University |
Director Compensation
Director Compensation The annual compensation for our non-executive Directors is shown below. Our Compensation Committee reviews the competitiveness of the compensation paid to our non-executive Directors at least annually. The results of the most recent review were presented to our Board in May 2025, and adjustments were made following this review to bring KBR’s average non-executive director compensation closer to the median of compensation paid by our peers. The annual cash retainer increased from $120,000 to $125,000, effective from the second quarter of 2025, on a prorated basis, and for each subsequent calendar year. The annual equity grant value increased from $170,000 to $175,000 beginning in 2025 and for each subsequent calendar year. Mr. Bradie does not receive any additional compensation for serving on our Board.
Director Compensation
| Non-Employee Director Annual Compensation | Non-Employee Director Compensation for Board Service | Annual Compensation ($) | | | Cash Retainer(1) | 125,000 | | | Equity Grant(2) | 175,000 | | | Additional for Non-Executive Chair of the Board(3) | 200,000 | | | Additional for Lead Independent Director | 45,000 | | | Additional for Committee Service | Chair | | | Audit Committee | 25,000 | | | Compensation Committee | 20,000 | | | Nominating and Corporate Governance Committee(4) | 20,000 | | | Sustainability, Technology & Cybersecurity Committee | 20,000 |
Director Compensation
| (1) Quarterly cash payments made prior to the end of each quarter. |
Director Compensation
| (2) Annual grant of restricted stock units that vest in full after six months. The number of restricted stock units awarded each non-employee director is equal to $175,000 divided by the closing price of our common stock on the date of grant (rounded up to the next whole share). The annual equity grant is made under the Amended and Restated KBR, Inc. 2006 Stock and Incentive Plan (“KBR Stock and Incentive Plan”). |
Director Compensation
| (3) The additional cash retainer for service as a non-executive Chair of the Board is not currently applicable but did apply through the second quarter of 2025. |
Director Compensation
| (4) If a non-executive Chair of the Board or Lead Independent Director were to concurrently serve as the Chair of the Nominating and Corporate Governance Committee, there would be no additional annual retainer for the Nominating and Corporate Governance Committee Chair. |
Director Compensation
KBR’s nonqualified elective deferral plan for non-executive Directors permits non-executive Directors to make an annual election to defer payment of some or all of their cash retainers and equity compensation for the following year. The non-executive Directors also have the option to elect to have their cash compensation converted to RSUs. For the 2025 plan year, Ms. Dugle elected to defer 100% of her equity compensation into the plan. The following table sets forth certain information with respect to KBR’s compensation for non-executive directors during the fiscal year ended January 2, 2026.
Director Compensation
| | | | Change in Pension Value and | | | | | Fees Earned or | Stock | Nonqualified Deferred | All Other | | | | Paid in Cash(2) | Awards(3) | Compensation Earnings(4) | Compensation(5) | Total | | Name(1) | ($) | ($) | ($) | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | | Joseph Dominguez | 123,750 | 175,075 | — | 150 | 298,975 | | Lynn A. Dugle | 143,750 | 175,075 | — | — | 318,825 | | Nchacha E. Etta | 123,750 | 175,075 | — | — | 298,825 | | Lester L. Lyles | 161,250 | 170,029 | — | 150 | 331,429 | | John A. Manzoni | 123,750 | 175,075 | — | — | 298,825 | | Wendy M. Masiello | 172,500 | 175,075 | — | — | 347,575 | | Jack B. Moore | 143,750 | 175,075 | — | 1,623 | 320,448 | | Ann D. Pickard | 143,750 | 175,075 | — | 1,406 | 320,231 | | Carlos A. Sabater | 148,750 | 175,075 | — | 1,490 | 325,315 | | Huibert H. Vigeveno | 62,500 | 175,016 | | — | 237,516 | | Lewis F. Von Thaer | 93,750 | 175,087 | | — | 268,837 |
Director Compensation
| (1) Directors who were also full-time officers or employees of KBR received no additional compensation for serving as directors. |
Director Compensation
| (2) The amounts in column (b) reflect fees earned in 2025, including fees that may have been deferred into the KBR Non-Employee Directors Elective Deferral Plan. Messrs. Von Thaer and Vigeveno joined the Board of Directors in May and August 2025, respectively, so they did not earn cash retainers for the full year. |
Director Compensation
| (3) The amounts in column (c) represent the grant date fair value of awards granted in 2025 pursuant to the KBR Stock and Incentive Plan. The fair values were determined in accordance with FASB ASC 718, “Stock Compensation.” Assumptions used in the calculation of these amounts are described in note 1 under “Significant Accounting Policies” and note 18 under “Share-based Compensation and Incentive Plans” of our audited financial statements included in our annual report on Form 10-K for the fiscal year ended January 2, 2026. Dividends paid on the stock awards are not reported separately in this table because they are already factored into the grant date fair value. Except for Mr. Vigeveno, all directors were fully vested in their restricted stock units at the end of 2025 because their annual equity awards equal to $170,000 granted on February 27, 2025, vested in full on August 27, 2025, or with respect to Mr. Von Thaer, granted on May 14, 2025, vested on November 14, 2025, and their additional annual equity awards granted on May 19, 2025, to reflect the $5,000 increase to their annual equity award approved in May 2025 vested on November 19, 2025. Mr. Vigeveno’s annual equity award, which was equal to the adjusted annual equity award of $175,000, was granted on August 5, 2025, and vested in full on February 5, 2026. |
Director Compensation
| (4) The aggregate earnings on nonqualified deferred compensation in General Lyles’s cash retainer account under the KBR Non-Employee Directors Elective Deferral Plan did not exceed the aggregate earnings that would have been earned using 120% of the applicable Federal long-term rate, so no above-market or preferential earnings are reported as compensation in 2025 for General Lyles in column (d). |
Director Compensation
| (5) The amounts in column (e) reflect the reimbursement in 2025 of the taxes associated with the payments of travel expenses for spouses to accompany the Directors to one board meeting in 2024. There were no travel expenses for spouses in 2025. |
KEY COMPENSATION DECISIONS FOR 2025
| BASE SALARY | SHORT-TERM INCENTIVE (“STI”) PLAN PAYOUT | LONG-TERM INCENTIVE (“LTI”) PLAN PAYOUT | | | Each of our NEOs received a 2% raise in 2025 to: • reflect their strong performances, and • maintain alignment with market benchmarks. Mr. Bright received an additional 3% raise in 2025 in connection with his promotion to Chief Operating Officer effective May 1, 2025. | 55.8% negative discretion was applied to the 2025 STI adjusted EPS metric payout percentage result for each of our eligible NEOs to reflect the loss from discontinued operations from HomeSafe Alliance. Their 2025 STI payout percentages were: • Bradie and Sopp: 113.1% • Ibrahim and Galindo: 118.1% • Myles: 103.1% | The three-year performance period for the 2023 Long-Term Performance Cash and Stock Awards ended December 31, 2025, and the payouts for each of our eligible NEOs were: | | | | | Cash | 125% of target for the 50% portion based on book-to-bill (“B2B”) performance | | | | Stock | 54% of target for the 50% portion based on relative total stockholder return (“TSR”) performance | | | Mr. Bright was not eligible to receive his 2025 STI award or 2023 Long-Term Performance Cash and Stock Awards due to his termination of employment prior to the last day of the 2025 STI plan year and the 2023 Long-Term Performance Cash and Stock Award performance period. | | |
CEO Compensation and KBR Performance
| Our CEO’s strategic actions positioned KBR for long-term growth, and we have continued to see these actions deliver strong results and improve stockholder value. |
CEO’S REALIZED COMPENSATION
| * The LTI Payouts represent the cash and KBR common stock payouts of the 2021, 2022, and 2023 KBR Long-Term Performance Cash and Stock Awards, with the stock valued at the closing prices on December 29, 2023, January 3, 2025, and January 2, 2026, respectively (the last trading days of the fiscal years). |
Policies and Practices
| WHAT WE DO | Clawbacks | • We have adopted a clawback policy in compliance with Section 10D of the Securities Exchange Act of 1934 (“Exchange Act”) and the NYSE rules. Pursuant to our policy, if the Company is required to prepare an accounting restatement, our Compensation Committee must recoup any erroneously awarded incentive compensation paid to current and former executive officers of the Company. • Certain of our officers’ award agreements also include additional clawback provisions that extend beyond the requirements of Section 10D of the Exchange Act and the NYSE rules. | | | Stock Ownership Guidelines | • We require our NEOs to own a significant amount of KBR stock to align their interests with our stockholders’ interests. | | | Market Comparison | • Our Compensation Committee benchmarks executive compensation against relevant peer groups of companies in our industry and companies of similar size and complexity. | | | Performance-Based Compensation | • A majority of our NEOs’ compensation is performance-based and varies depending on the achievement of absolute and relative performance goals. | | | Double-Trigger | • Our severance and change-in-control agreements require a double-trigger for a change-in-control termination (i.e., the occurrence of both a change in control and a termination of employment within two years thereafter) in order for an executive to receive change-in-control benefits. | | WHAT WE DON’T DO | No Pledging | • Officers and directors may not pledge KBR stock. | | | No Hedging | • Officers and directors may not hedge KBR stock. | | | Equity Award Grant Practices | • We do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. | | | No Employment Agreements | • Our NEOs do not have employment agreements. | | | No Tax Gross-Ups | • We do not provide excise tax gross-up agreements. | | | No Option Repricing | • We prohibit the repricing of KBR stock options. |
Role of the CEO
| Our CEO also: | | | • recommended performance measures, target goals, and award schedules for short-term and long-term incentive awards, and reviewed performance goals for consistency with our project business plan; • reviewed competitive market data for Senior Executive Management positions; and | • developed specific recommendations regarding the amount and form of equity compensation to be awarded to our NEOs other than himself. |
Role of Independent Consultants
Role of Independent Consultants Under its charter, our Compensation Committee is authorized to retain a compensation consultant and has the sole authority to approve the consultant’s fees and other retention terms. While we believe that retaining third-party consultants is an efficient way to remain informed about competitive compensation practices, the advice of outside professionals is just one of many factors the Compensation Committee considers. Most importantly, we design and adjust our compensation program to address the program’s intended objectives. In 2025, our Compensation Committee used the services of one compensation consulting firm, Meridian Compensation Partners, LLC (“Meridian”). Our Compensation Committee engaged and managed its relationship with Meridian directly, and Meridian reported directly to our Compensation Committee. Outside of providing advisory services to our Compensation Committee, Meridian provided no other services to KBR or our affiliates. Meridian’s work for KBR included advising our Compensation Committee, as requested, with respect to all executive compensation matters and various director compensation matters, including:
Role of Independent Consultants
| ● | A review of CEO pay considerations for 2025; |
Role of Independent Consultants
| ● | A review of our short-term and long-term incentive design and peer groups for the 2025-2026 compensation cycle; |
Role of Independent Consultants
| ● | Regular updates on notable legislative and regulatory activities; |
Role of Independent Consultants
| ● | Competitive market studies of compensation for Senior Executive Management and for non-executive directors; and |
Role of Independent Consultants
| ● | A review of the risk profile of our short-term and long-term incentive programs. |
Role of Independent Consultants
In December 2025, our Compensation Committee reviewed the independence factors prescribed by the SEC (as well as other factors identified by the NYSE) as affecting the independence of a consultant or adviser, including the following:
Role of Independent Consultants
| ● | Whether Meridian provides other services to KBR; |
Role of Independent Consultants
| ● | The amount of fees Meridian received from KBR as a percentage of that firm’s total revenue; |
Role of Independent Consultants
| ● | Meridian’s policies and procedures that are designed to prevent conflicts of interest; |
Role of Independent Consultants
| ● | Whether there is any business or personal relationship between an individual Meridian compensation consultant or other adviser and a member of our Compensation Committee; |
Role of Independent Consultants
| ● | Whether there is any business or personal relationship between an individual Meridian compensation consultant, principal, or employee, or Meridian as an organization, and any of KBR’s executive officers; and |
Role of Independent Consultants
| ● | Whether Meridian or any of its principals or employees owns any stock of KBR. |
Role of Independent Consultants
Based on the results of this review, our Compensation Committee confirmed Meridian’s independence and lack of any conflicts of interest in 2025 and approved the continued retention of Meridian for 2026.
Peer Groups
Peer Groups In the design and administration of our 2025 executive compensation programs for our NEOs, our Compensation Committee considered competitive market data from a peer group (the “Peer Group”). As discussed under the section titled “KBR Long-Term Performance Cash and Stock Awards” on page 66, the Compensation Committee also refers to a “TSR Peer Group” for limited purposes related to the NEOs’ long-term incentive awards. The Peer Group comprised 18 companies for the 2024-2025 compensation cycle. The Peer Group was unchanged from the 2023-2024 compensation cycle except for the removal of Conduent Incorporated due to its financial position. The Peer Group was formed based on a review considering KBR’s two operating business segments in fiscal 2024 — Government Solutions (renamed Mission Technology Solutions as part of a segment realignment for fiscal 2025) and Sustainable Technology Solutions — and several factors relating to the constituent companies, including:
Peer Groups
| ● | an analysis of certain financial metrics (such as revenue, net assets, market capitalization, enterprise value, and number of employees), |
Peer Groups
| ● | business strategies, |
Peer Groups
| ● | the effects of corporate transactions, and |
Peer Groups
| ● | the availability of market data. |
Peer Groups
The Peer Group companies have operations in the following industry sectors:
Peer Groups
| ● | government services, |
Peer Groups
| ● | information technology consulting, |
Peer Groups
| ● | engineering and construction, and |
Peer Groups
| ● | industrial and manufacturing. |
Peer Groups
Our Compensation Committee believes the Peer Group companies appropriately represent KBR’s market for key management and technical talent and are the companies against which KBR most competes for employees and business.
Peer Groups
| The Peer Group used for 2025 compensation decisions consisted of the following companies: | | | | | BAE Systems plc Booz Allen Hamilton Holding Corporation CACI International Inc. Dover Corporation Flowserve Corporation | Fluor Corporation Gartner, Inc. Hubbell Incorporated Huntington Ingalls Industries, Inc. Jacobs Solutions Inc. | L3Harris Technologies, Inc. Leidos Holdings, Inc. Parsons Corporation Science Applications International Corporation Teradata Corporation | Tetra Tech, Inc. Textron Inc. The Timken Company |
Peer Groups
| | Revenues | Assets | Market Cap | | Company | (Data in $ Millions, as of 12/31/2024, Except as Otherwise Indicated) | | | | BAE Systems plc | 26,312 | 38,142 | 43,316 | | Booz Allen Hamilton Holding Corporation(1) | 10,662 | 6,564 | 16,444 | | CACI International Inc.(2) | 7,660 | 6,796 | 9,054 | | Dover Corporation | 7,746 | 12,509 | 25,737 | | Flowserve Corporation | 4,558 | 5,501 | 7,557 | | Fluor Corporation | 16,315 | 9,143 | 8,459 | | Gartner, Inc. | 6,257 | 8,535 | 37,369 | | Hubbell Incorporated | 5,629 | 6,848 | 22,482 | | Huntington Ingalls Industries, Inc. | 11,535 | 12,141 | 7,394 | | Jacobs Solutions Inc.(3) | 11,501 | 11,759 | 16,571 | | L3Harris Technologies, Inc. | 21,325 | 42,001 | 39,883 | | Leidos Holdings, Inc. | 16,662 | 13,104 | 19,222 | | Parsons Corporation | 6,751 | 5,488 | 9,796 | | Science Applications International Corporation(4) | 7,444 | 5,314 | 5,464 | | Teradata Corporation | 1,750 | 1,704 | 2,981 | | Tetra Tech, Inc. | 5,199 | 4,193 | 10,667 | | Textron Inc. | 13,702 | 16,838 | 14,190 | | The Timken Company | 4,573 | 6,411 | 5,004 | | Median (including KBR) | 7,742 | 6,848 | 10,667 | | KBR, INC.(5) | 7,742 | 6,663 | 7,719 |
Peer Groups
| (1) Booz Allen Hamilton Holding Corporation’s revenues and assets are as of 3/31/2024 and market cap is as of 12/31/2024. |
Peer Groups
| (2) CACI International Inc.’s revenues and assets are as of 6/30/2024 and market cap is as of 12/31/2024. |
Peer Groups
| (3) Jacobs Solutions Inc.’s revenues and assets are as of 9/30/2024 and market cap is as of 12/31/2024. |
Peer Groups
| (4) Science Applications International Corporation’s revenues and assets are as of 1/31/2024 and market cap is as of 12/31/2024. |
Peer Groups
| (5) KBR’s revenue does not include our share of revenue from our unconsolidated joint ventures, which was approximately $4 billion in 2024. |
Peer Groups
The compensation data for our Peer Group was obtained from publicly available sources, including proxy statements and Form 4 and 8-K disclosures, and was not adjusted, and the Equilar Executive Compensation Survey (which Meridian used to analyze peer company compensation data that was not publicly available). During 2025, our Compensation Committee asked Meridian to review the appropriateness of the Peer Group for assessing the competitiveness of our executive compensation programs. As a result of Meridian’s review and recommendation, our Compensation Committee maintained the same Peer Group for 2026 compensation benchmarking.
Summary of 2025 Target Compensation of Named Executive Officers
Summary of 2025 Target Compensation of Named Executive Officers The table below reflects target annual compensation and is not intended to replace the more detailed information provided in the Summary Compensation table. The target dollar amounts for restricted stock units and performance cash and stock awards represent 33⅓% and 66⅔% of the long-term performance incentives, respectively. The number of restricted stock units is determined by dividing the target dollar amount by the closing price of KBR common stock on the date of grant. The target number of performance cash and stock award units that represents the right to receive one share of KBR common stock if the TSR performance metric is achieved is determined by dividing the target dollar amount of the TSR portion of the award by the closing price of KBR common stock on the date of grant. See the section titled “Long-Term Performance Incentives” for more information. The target value used to determine the number of shares subject to each award differs from the grant date fair value of the awards reported in the Summary Compensation Table, which is calculated in accordance with applicable accounting standards and reflects additional valuation assumptions.
Summary of 2025 Target Compensation of Named Executive Officers
| | | | Target 2025 Long-Term Performance Incentives | | | | | | | Time-Based Restricted | Performance Cash and | | | | | Target 2025 | Stock Units Target | Stock Award Target | Total Target | | | 2025 Base Salary | Short-Term Incentive | Dollar Amount | Dollar Amount | Amount | | Name | ($) | ($) | ($) | ($) | ($) | | Mr. Bradie | 1,300,500 | 1,950,750 | 2,833,333 | 5,666,667 | 11,751,250 | | Mr. Sopp | 756,129 | 756,129 | 616,667 | 1,233,333 | 3,362,258 | | Mr. Ibrahim | 691,663 | 691,663 | 450,000 | 900,000 | 2,733,326 | | Ms. Galindo | 661,878 | 661,878 | 383,333 | 766,667 | 2,473,756 | | Ms. Myles(1) | 591,215 | 591,215 | 316,667 | 633,333 | 2,132,430 | | Mr. Bright | 750,000 | 742,190 | 566,667 | 1,133,333 | 3,192,190 |
Summary of 2025 Target Compensation of Named Executive Officers
| (1) Ms. Myles’s base salary is approved and paid in British Pounds. STI payouts are paid in local currency, so Ms. Myles’s STI payouts are also paid in British Pounds. Her 2025 base salary was £431,985, and her target 2025 STI was £431,985, but both have been converted to U.S. Dollars in the table above for presentations purposes using the exchange rate of £1 to $1.3686, which was the exchange rate used when presenting her proposed 2025 STI payout in U.S. Dollars to the Compensation Committee for approval in February 2026. See the section titled “KPIs and STI Payout for Ms. Myles” for more information on her 2025 STI payout. |
2025 total pay mix at target
| BASE SALARY | SHORT-TERM INCENTIVES (ANNUAL) | LONG-TERM INCENTIVES |
2025 total pay mix at target
| | | Pay Element | Form of Payment | Performance Period | Description | Purpose | | ◄ FIXED ► | ◄ SHORT-TERM ► | BASE SALARY (see page 59) | Cash | Ongoing | • fixed portion of total direct compensation • considers skills and experience in current role, level of responsibility, and external factors involving general economic conditions and marketplace compensation trends | • rewards leadership and individual performance • enhances internal pay equity • maintains alignment with market benchmarks | | ◄ VARIABLE / AT RISK PAY ► | | ANNUAL INCENTIVES (see page 59) | Cash | One year | • annual cash-denominated performance-based component, designed to recognize company and individual performance • determined against a balanced set of goals, approved by the Compensation Committee • links cash compensation to the achievement of KBR’s short-term financial performance and individual goals • four performance metrics: EPS, OCF, KPIs, and sustainability performance | • rewards our financial results, strong performance, and personal contributions to our operational, safety, and sustainability improvements • enhances internal pay equity • maintains alignment with market benchmarks | | | ◄ LONG-TERM ► | LONG-TERM INCENTIVES (see page 65) | 33⅓% Restricted Stock Units | Three years | • the number of restricted stock units is determined by dividing the target dollar amount by the closing price of KBR common stock on the grant date • granted annually with a 3-year, ratable vesting period • vesting is subject to continued service with KBR • 20% is subject to forfeiture at the Compensation Committee’s discretion if it is determined before the first anniversary of the grant date that the grant year was not successful for KBR • dividend equivalents are paid quarterly to U.S. and U.K. participants except for the 20% subject to forfeiture, which are accrued the first year and only paid after vesting and paid quarterly thereafter • dividend equivalents are accrued and paid annually after vesting for participants who are located outside of the U.S. and U.K. | • our Compensation Committee determined that the allocation of 33⅓% restricted stock units and 66⅔% performance cash and stock awards is consistent with our pay-for-performance objectives • encourages retention • rewards consistent value creation and achievement of operating performance goals • aligns management’s interests with stockholders’ interests • encourages long-term perspectives and commitment • maintains alignment with market benchmarks • performance cash and stock award B2B metric measures and rewards mid- and long-term organizational growth • performance cash and stock award relative TSR metric directly links payout to KBR’s average TSR performance relative to its peers, promoting stockholders’ interest | | | | | 66⅔% Performance Cash and Stock Awards | Three years | • two performance metrics, each weighted 50%: book-to-bill (“B2B”) and relative TSR • B2B portion is based on a $1.00 target value for each unit and paid in cash between $0 and $2 per unit depending on performance against B2B goals • TSR portion is granted as a target number of units representing one share of KBR common stock and may settle between 0% to 200% of the target number of shares depending on TSR performance; if KBR’s average TSR for the 3-year performance period is negative, payout for CEO and certain officers is capped at 100% • TSR target units are determined by dividing the target value of the TSR portion of the award by the closing price of KBR common stock on the grant date • granted annually with a 3-year, calendar performance period • 20% is subject to forfeiture in the same manner as the restricted stock units | |
2025 total pay mix at target
| | Short-Term Incentives (Annual) |
Incentive Award Opportunities
Incentive Award Opportunities In December 2024, our Compensation Committee met to determine the 2025 target awards for our NEOs under the Performance Pay Plan. These target STI awards, which are expressed as percentages of base salary, were generally set to be consistent with the median target awards for executives in similar positions within our Peer Group. The STI award threshold (25%), target (100%), and maximum (200%) payout opportunities for 2025 are shown below.
Incentive Award Opportunities
| | Increase to Target | Threshold — 25% | Target — 100% | Maximum — 200% | | | Name | Award from 2024 | (% of Base Salary) | (% of Base Salary) | (% of Base Salary) | Basis for Decision | | Mr. Bradie | 0% | 37.5% | 150% | 300% | • Market data alignment • Strong performance • Internal pay equity | | Messrs. Sopp, Ibrahim and Bright, Ms. Galindo and Ms. Myles | 5% | 25% | 100% | 200% | |
2025 STI Performance Metrics
2025 STI Performance Metrics The performance metrics we used for 2025 STI awards focus our NEOs on the key measures of success in connection with the execution of our strategic plan. No changes were made to the design of the STI Plan for 2025 because the STI Plan in effect in 2024 was still considered to be aligned with the interests of KBR and our stockholders. However, our Compensation Committee updated the specific goals for each performance metric to ensure they remained challenging and competitive. The table below summarizes the 2025 performance metrics and weightings for our CEO and other NEOs. We believe these are the most important metrics for measuring our NEOs’ efforts to drive KBR’s growth and create value for our stockholders.
2025 STI Performance Metrics
| Performance Metric | | Weighting | Rationale | | KBR Adjusted Earnings Per Share (“EPS”) | Diluted EPS measures net income divided by the weighted average number of fully diluted shares of KBR common stock outstanding. Adjusted EPS excludes certain amounts included in diluted EPS. | | This metric helps to align our NEOs with the interests of our stockholders because strong adjusted EPS generally increases the value of our stock. We consider buybacks when reviewing adjusted EPS achievement to provide for an accurate comparison against the pre-established target. | | KBR Adjusted Consolidated Operating Cash Flow (“OCF”) | KBR adjusted OCF measures the amount of cash generated by KBR’s operations. | | Our adjusted OCF target is based on KBR’s 2025 budgeted cash flows from operations and is aligned with our capital deployment strategy. This metric aims to ensure that our NEOs focus on cash management. | | Key Performance Indicators (“KPIs”) | KPIs are individual performance metrics typically specific to each NEO. The KPIs are described on pages 62 through 64. | | KPIs allow us to reward individual contributions to KBR’s key strategic focus areas. | | KBR Zero Harm / Sustainability Performance across KBR’s Sustainability Pillars | Measures continued progress in KBR’s Zero Harm / Sustainability performance across KBR’s sustainability pillars. | | Emphasizing this metric promotes continued progress in KBR’s Zero Harm and Sustainability performance across KBR’s sustainability pillars, including KBR Health, Safety & Security, Clean Planet and Total Inclusion, which in turn promotes a sustainable business. |
Target Performance Goals
Target Performance Goals When establishing target performance goals for the STI awards for 2025, our Compensation Committee considered, among other things, projected company performance and general business and industry conditions, as well as our strategic business objectives. At the time the target goals are established, the outcomes are intended to be substantially uncertain but achievable with better-than-expected performance from our NEOs. Our Compensation Committee adopted target performance goals for our STI metrics that maintained the same rigor as the performance goals from the prior year, especially in light of our strategic goal to position KBR for long-term growth. Our Compensation Committee established the 2025 threshold, target, and maximum performance goals shown in the table on the next page. The threshold, target, and maximum award payout levels remained at 25%, 100%, and 200%, respectively. Each performance metric can earn a result from 0% to 200% of target. Achievement less than the threshold payout level earns a 0% metric result. For achievement between threshold and target or target and maximum, the metric result is determined by linear interpolation. The actual metric result is multiplied by the metric weighting to determine the metric payout. The results and payouts were certified by our Compensation Committee in February 2026.
2025 SHORT-TERM INCENTIVES TABLE
2025 SHORT-TERM INCENTIVES TABLE
2025 SHORT-TERM INCENTIVES TABLE
| Performance Metric | Threshold — 25% | Target — 100% | Maximum — 200% | Weight | Metric Payout | | KBR Adjusted EPS(1) | | | | | 68.9% | | KBR Adjusted Consolidated OCF(2) | | | | | 50.0% | | FINANCIAL METRICS FORMULAIC RESULT | | | | | 118.9% | | NEGATIVE DISCRETION(3) | | | | | (55.8%) | | FINANCIAL METRICS PAYOUT(4) | | | | | 63.1% | | KPIs | Individual KPIs and metric results shown on pages 62 through 64 | | | | Noted on pages 62 through 64 | | Zero Harm / Sustainability(5) | Individual Zero Harm / Sustainability metric results shown on pages 62 through 64 | | | | Noted on pages 62 through 64 |
2025 SHORT-TERM INCENTIVES TABLE
| (1) The 2025 EPS metric result of $3.93 relates to the achieved adjusted EPS for the year. A reconciliation of adjusted EPS to diluted EPS is provided at the end of this proxy statement. |
2025 SHORT-TERM INCENTIVES TABLE
| (2) The 2025 OCF metric result of $557MM relates to the achieved adjusted consolidated OCF for the year. A reconciliation of adjusted OCF to OCF is provided at the end of this proxy statement. |
2025 SHORT-TERM INCENTIVES TABLE
| (3) See “Negative Discretion” below for more information on the negative discretion applied. |
2025 SHORT-TERM INCENTIVES TABLE
| (4) The financial metrics payout percentage is not the actual payout percentage because it does not include the percentages earned with respect to the Zero Harm / Sustainability performance metric and KPIs. The actual payouts for our CEO and other NEOs are disclosed on pages 62 through 64. |
2025 SHORT-TERM INCENTIVES TABLE
| (5) The Zero Harm / Sustainability performance metric was related to continued progress across KBR’s sustainability pillars, including KBR Health, Safety & Security (e.g., 10% increase in individual users of Courage to Care Conversation (CtCC) web application in 2025 over 2024), Clean Planet (e.g., 10% increase in carbon reporting of primary source data from KBR organization) and Total Inclusion (visible leadership of KBR’s employee value proposition (Belong, Connect, Grow) to support our reputation as an employer). |
2025 SHORT-TERM INCENTIVES TABLE
| NEGATIVE DISCRETION With support from our ELT, the Compensation Committee exercised negative discretion to reduce the 2025 Adjusted EPS metric payout from 68.9% to 13.1%, reflecting the loss per share from discontinued operations associated with the contract termination and wind down of the HomeSafe Alliance joint venture. |
KPIs and STI Payout for Mr. Bradie
KPIs and STI Payout for Mr. Bradie
KPIs and STI Payout for Mr. Bradie
| Target Payout $1,950,750 (Base Salary x 150%) | Actual Payout $2,206,298 (Target Payout x 113.1%) | | Financial Metrics Payout $1,230,923 63.1% | | Zero Harm /Sustainability Payout $390,150 20% | | KPI Payout $585,225 30% |
KPIs and STI Payout for Mr. Bradie
Our Board of Directors determined that Mr. Bradie earned a 150% metric result — in between target and maximum level achievement — with respect to his 2025 KPIs, which resulted in a 30% payout for the KPI portion of his STI payout. Key factors for this determination include:
KPIs and STI Payout for Mr. Bradie
| ● | Mr. Bradie led KBR through a complex and volatile year, delivering sound financial and operational performance, including ensuring excellent delivery on Plaquemines LNG, while overseeing the chief financial officer and other critical leadership transitions across the business. |
KPIs and STI Payout for Mr. Bradie
| ● | He advanced long-term strategy by progressing the planned spin-off of KBR’s Mission Technology Solutions (“MTS”) business, successfully completing and integrating several acquisitions, and driving development of digital and artificial intelligence (“AI”) roadmaps to support future growth and differentiation. |
KPIs and STI Payout for Mr. Bradie
Our Board of Directors determined that Mr. Bradie earned a 200% metric result — maximum level achievement — with respect to his 2025 Zero Harm / Sustainability performance, which resulted in a 20% payout for the Zero Harm / Sustainability portion of his STI payout. The determination was based on Mr. Bradie driving KBR’s excellent Safety, Sustainability, and People-First culture and performance results in 2025, including recording 96.44 Zero Harm days and a 34% improvement in TRIR.
KPIs and STI Payout for Mr. Sopp
KPIs and STI Payout for Mr. Sopp
KPIs and STI Payout for Mr. Sopp
| Target Payout $756,129 (Base Salary x 100%) | Actual Payout $855,182 (Target Payout x 113.1%) | | Financial Metrics Payout $477,118 63.1% | | Zero Harm /Sustainability Payout $113,419 15% | | KPI Payout $264,645 35% |
KPIs and STI Payout for Mr. Sopp
Our Compensation Committee determined that Mr. Sopp earned a 175% metric result — in between target and maximum level achievement — with respect to his 2025 KPIs, which resulted in a 35% payout for the KPI portion of his STI payout. Key factors for this determination include:
KPIs and STI Payout for Mr. Sopp
| ● | Mr. Sopp partnered with KBR’s Chief Executive Officer, Mr. Bradie, and Chief People Officer, Ms. Myles, to successfully complete the transition of his responsibilities as chief financial officer to his planned successor, achieving the best overall impact for KBR. |
KPIs and STI Payout for Mr. Sopp
| ● | In light of the announcement of the intent to spin off KBR’s MTS business, he continued in his role to lead KBR’s strategic transformation activity. |
KPIs and STI Payout for Mr. Sopp
| ● | In addition, Mr. Sopp has driven organizational change, commercial focus and operational performance across the MTS businesses in readiness for the spin-off transaction during a challenging period for the government services sector. |
KPIs and STI Payout for Mr. Sopp
Our Compensation Committee determined that Mr. Sopp earned a 150% metric result — in between target and maximum level achievement — with respect to his 2025 Zero Harm / Sustainability performance, which resulted in a 15% payout for the Zero Harm / Sustainability portion of his STI payout. The determination was based on Mr. Sopp’s accomplishments with respect to 2025 Zero Harm goals and across KBR’s sustainability pillars.
KPIs and STI Payout for Mr. IBRAHIM
KPIs and STI Payout for Mr. IBRAHIM
KPIs and STI Payout for Mr. IBRAHIM
| Target Payout $691,663 (Base Salary x 100%) | Actual Payout $816,854 (Target Payout x 118.1%) | | Financial Metrics Payout $436,439 63.1% | | Zero Harm /Sustainability Payout $138,333 20% | | KPI Payout $242,082 35% |
KPIs and STI Payout for Mr. IBRAHIM
Our Compensation Committee determined that Mr. Ibrahim earned a 175% metric result — in between target and maximum level achievement — with respect to his 2025 KPIs, which resulted in a 35% payout for the KPI portion of his STI payout. Key factors for this determination include:
KPIs and STI Payout for Mr. IBRAHIM
| ● | Mr. Ibrahim continued to drive exceptional operational, financial and risk performance of strategic contracts, such as Plaquemines LNG. |
KPIs and STI Payout for Mr. IBRAHIM
| ● | Despite challenging market dynamics, he achieved exceptional growth in the second half of the year, with considerable personal effort to enhance government relations and expand KBR's reach in the Middle East, ultimately delivering a book-to-bill result of 1.2x. |
KPIs and STI Payout for Mr. IBRAHIM
Our Compensation Committee determined that Mr. Ibrahim earned a 200% metric result — maximum level achievement — with respect to his 2025 Zero Harm / Sustainability performance, which resulted in a 20% payout for the Zero Harm / Sustainability portion of his STI payout. The determination was based on Mr. Ibrahim continuing to personally drive culture and performance to support KBR's Zero Harm ethos, supporting safety, sustainability and our people across the globe.
KPIs and STI Payout for Ms. Galindo
KPIs and STI Payout for Ms. Galindo
KPIs and STI Payout for Ms. Galindo
| Target Payout $661,878 (Base Salary x 100%) | Actual Payout $781,678 (Target Payout x 118.1%) | | Financial Metrics Payout $417,645 63.1% | | Zero Harm /Sustainability Payout $99,282 15% | | KPI Payout $264,751 40% |
KPIs and STI Payout for Ms. Galindo
Our Compensation Committee determined that Ms. Galindo earned a 200% metric result — maximum level achievement — with respect to her 2025 KPIs, which resulted in a 40% payout for the KPI portion of her STI payout. Key factors for this determination include:
KPIs and STI Payout for Ms. Galindo
| ● | Ms. Galindo made critical contributions to the strategic transaction being considered for 2026, driving the simplification and restructuring of legal entities and preparing for multiple potential deal constructs. |
KPIs and STI Payout for Ms. Galindo
| ● | She continued to develop talent and succession processes within the KBR Legal Team, while introducing AI capability to complement efficiency and operational improvements. |
KPIs and STI Payout for Ms. Galindo
| ● | Ms. Galindo’s continued leadership of critical legal matters has resulted in successful outcomes aligned with KBR's overall commercial and risk strategy. |
KPIs and STI Payout for Ms. Galindo
Our Compensation Committee determined that Ms. Galindo earned a 150% metric result — in between target and maximum level achievement — with respect to her 2025 Zero Harm / Sustainability performance, which resulted in a 15% payout for the Zero Harm / Sustainability portion of her STI payout. The determination was based on Ms. Galindo’s accomplishments with respect to 2025 Zero Harm goals and across KBR’s sustainability pillars.
KPIs and STI Payout for Ms. MYLES
KPIs and STI Payout for Ms. MYLES
KPIs and STI Payout for Ms. MYLES
| Target Payout $591,215 (Base Salary(1) x 100%) | Actual Payout $609,542 (Target Payout x 103.1%) | | Financial Metrics Payout $373,056 63.1% | | Zero Harm /Sustainability Payout $118,243 20% | | KPI Payout $118,243 20% |
KPIs and STI Payout for Ms. MYLES
| (1) Ms. Myles’s base salary is approved and paid in British Pounds. STI payouts are paid in local currency, so Ms. Myles’s STI payouts are also paid in British Pounds. Her 2025 base salary was £431,985, so her target STI payout was £431,985. Ms. Myles’s target STI payout and actual STI payout have been converted to U.S. Dollars in the table above for presentations purposes using the exchange rate of £1 to $1.3686, which was the exchange rate used when presenting her proposed 2025 STI payout in U.S. Dollars to the Compensation Committee for approval in February 2026. |
KPIs and STI Payout for Ms. MYLES
Our Compensation Committee determined that Ms. Myles earned a 100% metric result — target level achievement — with respect to her 2025 KPIs, which resulted in a 20% payout for the KPI portion of her STI payout. Key factors for this determination include:
KPIs and STI Payout for Ms. MYLES
| ● | Ms. Myles led the people preparations for the strategic transaction being considered for 2026, with particular focus on retention, compensation, pensions, organization design, and talent migration. |
KPIs and STI Payout for Ms. MYLES
| ● | She has continued supporting talent and succession processes for the KBR Executive Leadership Team and wider leadership team, culminating in several significant transitions in 2025. |
KPIs and STI Payout for Ms. MYLES
Our Compensation Committee determined that Ms. Myles earned a 200% metric result — maximum level achievement — with respect to her 2025 Zero Harm / Sustainability performance, which resulted in a 20% payout for the Zero Harm / Sustainability portion of her STI payout. The determination was based on Ms. Myles’s accomplishments with respect to 2025 Zero Harm goals, including developing KBR's strategic response to the Executive Orders on Diversity, Equity and Inclusion, accelerating KBR’s total inclusion ethos and reinforcing KBR's employee value proposition across diverse global cultures.
STI Payout for MR. BRIGHT
STI Payout for MR. BRIGHT Mr. Bright was not eligible to receive a 2025 STI payout because he was not an active participant in the 2025 STI plan on the last day of the plan year due to his termination of employment on July 11, 2025.
STI Payout for MR. BRIGHT
| CHANGES MADE TO KBR’S 2025 STI PLAN In 2025, our Compensation Committee decided to make changes to the 2026 STI plan performance metrics to support the planned spin-off of KBR’s Mission Technology Solutions business. The weighting for the KPI performance metric, which is an individual performance metric, increased to 25% (from 20%). KPI goals will focus on achieving budgeted revenue for the businesses and delivering a successful transaction. The weighting for the Zero Harm performance metric (formerly Zero Harm / Sustainability) decreased to 5% (from 10%). Zero Harm goals will focus on safety and KBR’s people first culture. For participants in corporate functions, the two financial performance metrics and their weightings did not change (KBR Adjusted EPS and KBR Adjusted Consolidated OCF remain weighted 45% and 25%, respectively). For participants in business functions, including Senior Executive Management, the financial metrics and weightings changed to focus goals on their respective business groups. Specifically, the KBR Adjusted EPS and KBR Adjusted Consolidated OCF performance metrics were removed and the weightings for the Business Group Adjusted EBITDA and Business Group Adjusted OCF performance metrics increased to 40% (from 20%) and 30% (from 20%), respectively. |
STI Payout for MR. BRIGHT
| | Long-Term Performance Incentives |
STI Payout for MR. BRIGHT
Under the KBR Stock and Incentive Plan, our Compensation Committee made grants to our NEOs in 2025 in the form of KBR Long-Term Performance Cash and Stock Awards and KBR Restricted Stock Units. This section discusses the KBR Stock and Incentive Plan, the methodology used by our Compensation Committee to determine the mix of awards to grant, and the actual 2025 grants to the NEOs.
KBR STOCK AND INCENTIVE PLAN
KBR STOCK AND INCENTIVE PLAN We use long-term performance incentives to achieve three objectives:
KBR STOCK AND INCENTIVE PLAN
| ● | reward consistent value creation and achievement of operating performance goals; |
KBR STOCK AND INCENTIVE PLAN
| ● | align management’s interests with stockholders’ interests; and |
KBR STOCK AND INCENTIVE PLAN
| ● | encourage long-term perspectives and commitment. |
KBR STOCK AND INCENTIVE PLAN
Long-term incentives represent the largest component of the total executive compensation opportunity for our executives. The KBR Stock and Incentive Plan provides for a variety of cash and stock-based awards, including:
KBR STOCK AND INCENTIVE PLAN
| ● | nonqualified and incentive stock options, |
KBR STOCK AND INCENTIVE PLAN
| ● | restricted stock/units, |
KBR STOCK AND INCENTIVE PLAN
| ● | performance shares/units, |
KBR STOCK AND INCENTIVE PLAN
| ● | stock appreciation rights, and |
KBR STOCK AND INCENTIVE PLAN
| ● | stock value equivalents (also known as phantom stock). |
KBR STOCK AND INCENTIVE PLAN
The KBR Stock and Incentive Plan allows our Compensation Committee the discretion to select from among these types of awards to establish individual long-term incentive (“LTI”) awards. Our Compensation Committee met in December 2024 to review the number of shares available under the KBR Stock and Incentive Plan for future stock-based awards and to review the CEO’s recommendations for the value of the LTI awards to Senior Executive Management. The Compensation Committee met again in February 2025 to review and approve the amount and mix of LTI awards to be granted to our NEOs.
TARGET AWARD LEVELS
| | Increase as a Percentage | Long-Term Incentive | 2025 Long-Term Incentive | | | | of Target 2024 Long-Term | Award Increase | Target Dollar Value of Award | | | Name | Incentive Award | ($) | ($) | Basis for Decision | | Mr. Bradie | 11.1% | 850,000 | 8,500,000 | • Market data alignment • Strong performance • Internal pay equity • Promotion(1) | | Mr. Sopp | 2.8% | 50,000 | 1,850,000 | | | Mr. Ibrahim | 12.5% | 150,000 | 1,350,000 | | | Ms. Galindo | 4.5% | 50,000 | 1,150,000 | | | Ms. Myles | 5.6% | 50,000 | 950,000 | | | Mr. Bright(1) | 30.8% | 400,000 | 1,700,000 | |
TARGET AWARD LEVELS
| (1) Mr. Bright’s 2025 LTI target dollar value increased from $1,350,000 to $1,700,000 in connection with his promotion to Chief Operating Officer effective May 1, 2025. His 2025 LTI award was forfeited due to his termination of employment on July 11, 2025. |
TARGET AWARD LEVELS
These awards consist of a mix of 66⅔% KBR Long-Term Performance Cash and Stock Awards (based on target value) and 33⅓% time-based KBR Restricted Stock Units. Our Compensation Committee concluded that this allocation was consistent with KBR’s pay-for-performance objectives. In particular, KBR awarded a higher percentage of performance-based awards (66⅔%) than the companies in our Peer Group because our Compensation Committee believes that emphasizing the two performance metrics for these awards — book-to-bill (“B2B”) and relative TSR — is more likely than other forms of incentive compensation to promote a sustained increase in stockholder value.
KBR Long-Term Performance Cash and Stock Awards
KBR Long-Term Performance Cash and Stock Awards
KBR Long-Term Performance Cash and Stock Awards
| The KBR Long-Term Performance Cash and Stock Awards are designed to provide selected executives with incentive opportunities that are contingent on the level of achievement of pre-established corporate performance objectives. For the awards granted to our NEOs in February 2025, our Compensation Committee selected B2B and relative TSR, each weighted 50%, as described below. | KBR Long-Term Performance Cash and Stock Award ALLOCATION | | | | | 50% TOTAL STOCKHOLDER RETURN (TSR) | | 50% BOOK-TO-BILL (B2B) | | | DEFINITION KBR’s average quarterly TSR over the three-year performance period is compared to the average quarterly TSR of each company of our TSR Peer Group* over the same period. | | DEFINITION B2B is a measurement of the value of awarded contracts in comparison to revenue earned in the period. B2B is a standard industry metric for both government and commercial/ industrial peers. | | | OBJECTIVE The objective of this metric is to directly link the payout to KBR’s average TSR performance relative to its peers, promoting stockholders’ interest. | | OBJECTIVE The objective of this metric is to measure and reward mid- and long-term organizational growth. A B2B greater than 1.0x indicates a company has been awarded more work than the revenue recognized in the period and results in an increase in ending backlog, another financial metric used to gauge the overall health of a company. Establishing B2B targets greater than 1.0x aligns incentive compensation with KBR’s long-term stockholder value creation. | | | * For 2025 compensation decisions, the TSR Peer Group was identical to the Peer Group. The Compensation Committee selects an appropriate TSR Peer Group every year, and it does not always overlap perfectly with the Peer Group. | | |
KBR Long-Term Performance Cash and Stock Awards
For the 2025 grants, B2B and TSR will be measured over a three-year performance period beginning January 1, 2025, and ending December 31, 2027. Our Compensation Committee believes that a three-year performance award cycle encourages retention and aligns with long-term stockholder returns. When establishing target levels for the B2B and TSR performance metrics, our Compensation Committee considered, among other things, projected company performance and general business and industry conditions, as well as KBR’s strategic business objectives. At the time the target levels were established, the outcomes were intended to be substantially uncertain, but achievable. The KBR Long-Term Performance Cash and Stock Awards for each NEO were allocated one-half to the B2B portion and one-half to the TSR portion.
KBR Long-Term Performance Cash and Stock Awards
| ● | The B2B portion of the award is based on a $1.00 target value for each unit and will be paid out in cash. The actual value of each unit may increase to a maximum of 200% of $1.00, or $2.00, or decrease to as low as $0.00, depending on KBR’s performance in relation to the B2B performance goal. |
KBR Long-Term Performance Cash and Stock Awards
| ● | For the TSR portion of the award, the Compensation Committee granted a target number of units that each represent the right to receive one share of KBR common stock if the performance metric is achieved. The number of such units initially is determined by dividing the target value of the TSR portion of the award by the closing price of a share of KBR common stock on the grant date (rounded up to the next whole unit). The number of units ultimately earned may increase to a maximum of 200% of the original number of units granted, or decrease to 0, in each case depending on KBR’s performance in relation to the TSR performance objective. |
TSR METRIC
| ● | calculate the TSR of each company in the TSR Peer Group (measured using a 20-trading-day average price) every quarter during the three-year performance period |
TSR Peer Group Percentile and TSR Payout Percentage Table for 2025 Awards
TSR Peer Group Percentile and TSR Payout Percentage Table for 2025 Awards
TSR Peer Group Percentile and TSR Payout Percentage Table for 2025 Awards
| | 2025-2027 | | | | Performance Level | 3-Year TSR Ranking | TSR Percentile | TSR Payout | | | 1 | 100.0% | 200.0% | | Maximum | 2 | 94.4% | 200.0% | | | 3 | 88.9% | 197.3% | | | 4 | 83.3% | 183.3% | | | 5 | 77.8% | 169.5% | | | 6 | 72.2% | 155.5% | | | 7 | 66.7% | 141.8% | | | 8 | 61.1% | 127.8% | | | 9 | 55.6% | 114.0% | | Target | 10 | 50.0% | 100.0% | | | 11 | 44.4% | 86.0% | | | 12 | 38.9% | 72.3% | | | 13 | 33.3% | 58.3% | | | 14 | 27.8% | 44.5% | | Threshold | 15 | 22.2% | 30.5% | | | 16 | 16.7% | 0.0% | | | 17 | 11.1% | 0.0% | | | 18 | 5.6% | 0.0% | | | 19 | 0.0% | 0.0% |
B2B METRIC
| | Threshold | Target | Maximum | | Performance Goal | 0.90 | 1.05 | ≥ 1.20 | | Payout %* | 25% | 100% | 200% |
B2B METRIC
| * For a result between threshold and target and target and maximum, the payout is determined by linear interpolation. |
RESULTS AND PAYOUTS FOR AWARDS FOR THE 2023-2025 PERFORMANCE PERIOD
RESULTS AND PAYOUTS FOR AWARDS FOR THE 2023-2025 PERFORMANCE PERIOD In February 2026, our Compensation Committee certified the results for the KBR Long-Term Performance Cash and Stock Awards that were granted on February 22, 2023, based on the achievement of TSR and B2B performance goals. Our average three-year TSR from January 1, 2023, until December 31, 2025, was 3.6% and ranked 14th among our TSR Peer Group that period, resulting in a 54.0% payout for the 2023 awards.
RESULTS AND PAYOUTS FOR AWARDS FOR THE 2023-2025 PERFORMANCE PERIOD
| | 2023-2025 | | | TSR Peer Group | 3-Year TSR Ranking | Average 3-Year TSR | | BAE Systems plc | 1 | 31.4% | | CACI International Inc. | 2 | 15.5% | | Flowserve Corporation | 3 | 15.4% | | Hubbell Incorporated | 4 | 14.9% | | Huntington Ingalls Industries, Inc. | 5 | 11.4% | | Leidos Holdings, Inc. | 6 | 11.2% | | Dover Corporation | 7 | 8.3% | | The Timken Company | 8 | 7.9% | | Parsons Corporation | 9 | 7.4% | | Jacobs Solutions Inc. | 10 | 6.4% | | L3Harris Technologies, Inc. | 11 | 6.3% | | Textron Inc. | 12 | 4.3% | | Tetra Tech, Inc. | 13 | 3.8% | | KBR, Inc. | 14 | 3.6% | | Booz Allen Hamilton Holding Corporation | 15 | (0.8)% | | Fluor Corporation | 16 | (1.7)% | | Science Applications International Corporation | 17 | (2.0)% | | Teradata Corporation | 18 | (5.7)% | | Gartner, Inc. | 19 | (6.2)% | | Conduent Incorporated | 20 | (15.5)% |
RESULTS AND PAYOUTS FOR AWARDS FOR THE 2023-2025 PERFORMANCE PERIOD
Our B2B performance for each of the three years in the performance period is shown in the table below. The average B2B payout ratio for the three-year performance period was 125.0%.
RESULTS AND PAYOUTS FOR AWARDS FOR THE 2023-2025 PERFORMANCE PERIOD
| Year | Threshold — 25% | Target — 100% | Maximum — 200% | B2B* | B2B Payout Ratio | | 2023 | 0.90 | 1.00 | 1.10 | 1.10 | 200% | | 2024 | 0.90 | 1.05 | 1.20 | 1.00 | 75% | | 2025 | 0.90 | 1.05 | 1.20 | 1.05 | 100% | | Average B2B Payout Ratio | | | | | 125.0% |
RESULTS AND PAYOUTS FOR AWARDS FOR THE 2023-2025 PERFORMANCE PERIOD
| * With respect to the KBR Long-Term Performance Cash and Stock Awards, the calculation of book-to-bill excludes KBR’s long-term PFI projects in the U.K. |
Payout Table for 2023-2025 KBR Long-Term Performance Cash and Stock Award Period
Payout Table for 2023-2025 KBR Long-Term Performance Cash and Stock Award Period
Payout Table for 2023-2025 KBR Long-Term Performance Cash and Stock Award Period
| | 2023 Long-Term Performance | | | Average Total Stockholder | | Book-to-Bill | | | | Cash and Stock Award | | | Return 2023-2025 | | 2023-2025 | | | | Target | Target | | | | | Actual Average | | | Performance | TSR-Related | Target | | Actual Average | Average B2B | B2B Payout | | Named | Cash and Stock | Shares of | B2B-Related | Average TSR | TSR Payout in | Payout Ratio | Ratio Payout | | Executive | Award | Stock* | Cash Units | Payout | Shares of Stock | Payout | in Cash | | Officer | ($) | (#) | ($) | (%) | (#) | ($) | ($) | | Mr. Bradie | 4,833,333 | 43,388 | 2,416,667 | 54.0% | 23,430 | 125.0% | 3,020,834 | | Mr. Sopp | 1,066,667 | 9,576 | 533,334 | 54.0% | 5,171 | 125.0% | 666,668 | | Mr. Ibrahim | 666,667 | 5,985 | 333,334 | 54.0% | 3,232 | 125.0% | 416,668 | | Ms. Galindo | 666,667 | 5,985 | 333,334 | 54.0% | 3,232 | 125.0% | 416,668 | | Ms. Myles | 566,667 | 5,087 | 283,334 | 54.0% | 2,747 | 125.0% | 354,168 | | Mr. Bright | 833,333 | 7,481 | 416,667 | 54.0% | — | 125.0% | — |
Payout Table for 2023-2025 KBR Long-Term Performance Cash and Stock Award Period
*The Target TSR-Related Shares of Stock is determined by dividing the target value of the TSR portion (50%) of the Target Performance Cash and Stock Award by the closing price of a share of KBR common stock on the grant date (rounded up to the next whole unit). The date of grant was February 22, 2023, and the closing price of a share of KBR common stock on that date was $55.70.
KBR RESTRICTED STOCK UNITS
KBR RESTRICTED STOCK UNITS The KBR Restricted Stock Units granted to our NEOs in 2025 will vest in three equal annual installments, beginning on the first anniversary of the grant date, subject to continued service with KBR. For KBR Restricted Stock Units subject to the U.S./U.K. forms of grant agreements, dividend equivalents will be paid on restricted stock units at the same time dividends, if any, are paid to common stockholders. For KBR Restricted Stock Units subject to the international (excluding the U.K.) forms of grant agreements, dividend equivalents will accrue on restricted stock units at the same time dividends, if any, are paid to common stockholders but will not be paid until such shares of KBR common stock underlying the restricted stock units have been settled. Our Compensation Committee determined the number of restricted stock units for each NEO by dividing the portion of the total target long-term incentive award allocated to KBR restricted stock units (33⅓%) by $48.29, the closing price of our common stock on the date of grant (rounded up to the next whole share). Our Compensation Committee selected a three-year vesting schedule to facilitate retention and to provide incentives to enhance long-term value. As with the KBR Long-Term Performance Cash and Stock Awards, 20% of the restricted stock unit grants was subject to forfeiture based on the discretion of our Compensation Committee if it determined on or before the first anniversary of the date of grant that 2025 was not a successful year for us. Any amount of restricted stock units forfeited could not be earned back during the second and third years of the three-year vesting period. In February 2026, our Compensation Committee determined that 2025 was a successful year for KBR and, accordingly, it did not exercise its discretion to cause a forfeiture of 20% of the KBR Restricted Stock Units.
KBR RESTRICTED STOCK UNITS
| NO CHANGES MADE TO KBR’S 2026 LONG-TERM INCENTIVE AWARDS No changes were made to the design of the LTI Plan for 2026 because the LTI Plan in effect in 2025 is still considered to be aligned with the interests of KBR and our stockholders. The TSR Peer Group for the 2026 LTI Plan includes the same companies used to benchmark the 2026 executive compensation for our NEOs. |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation We maintain two active nonqualified deferred compensation plans in which our NEOs may participate: the KBR Elective Deferral Plan and the KBR Benefit Restoration Plan. Both plans are available to all KBR employees who meet the limits imposed by the Internal Revenue Code or the Employee Retirement Income Security Act, as applicable. KBR maintains these plans because similar plans are offered by many of the companies in our Peer Group. Our NEOs do not participate in any KBR-sponsored defined benefit pension plans.
Nonqualified Deferred Compensation
| KBR Elective Deferral Plan | The KBR Elective Deferral Plan helps certain employees meet their retirement and other future income needs. No company contributions are made to fund deferrals under this plan. Benefits under this plan are payable upon a termination of employment or at a future date specified by the employee. | | KBR Benefit Restoration Plan | The KBR Benefit Restoration Plan provides a vehicle to restore qualified plan benefits that are reduced because of limitations imposed under the Internal Revenue Code or because an employee participates in other company-sponsored plans. Benefits under this plan are payable upon a termination of employment. |
Severance and Change-in-Control Protection
Severance and Change-in-Control Protection Our Compensation Committee offers certain members of Senior Executive Management a severance and change-in-control agreement (an “Agreement”), each of which is substantially the same for each NEO. We believe that providing termination benefits under a severance and change-in-control agreement allows KBR to be competitive with the practices of the companies in the Peer Group, as well as the general market. In addition, the specific terms for receiving termination benefits under the Agreements serve to motivate and retain key employees. The Agreements offered to our NEOs are further described in the sections titled “2025 Potential Payments Upon Termination or Change In Control” and “Severance and Change-in-Control Agreements.” The Agreement requires a double-trigger change-in-control termination (i.e., the occurrence of both a change in control and a termination of employment within two years thereafter) in order for an executive to receive change-in-control benefits. None of the Agreements contain an excise tax gross-up, and our Compensation Committee has committed not to provide for such gross-ups in the future. Our Compensation Committee offered the Agreement to Mr. Bradie in June 2014, Mr. Ibrahim in May 2015, Mr. Sopp in February 2017, Mr. Bright and Ms. Myles in January 2021, and Ms. Galindo in November 2021 because each of our other members of Senior Executive Management at those times had an Agreement or to incentivize them to leave their former employer and join KBR. The Agreements terminate automatically on the earlier of (i) the executive’s termination of employment with KBR or (ii) two years after a change in control that occurs during the term of the Agreement. The Agreement provides for:
Severance and Change-in-Control Protection
| ● | Severance termination benefits (prior to a change in control), which for Mr. Sopp, were graded based on service time with KBR; |
Severance and Change-in-Control Protection
| ● | Double-trigger change-in-control termination benefits (after a change in control); and |
Severance and Change-in-Control Protection
| ● | Death, disability, and retirement benefits. |
Severance and Change-in-Control Protection
As a condition of receiving these benefits (other than the death and disability benefits), the applicable executive must first execute a release and full settlement agreement. The Agreement contains customary confidentiality, non-competition, and non-solicitation covenants, as well as a mandatory arbitration provision. In addition, the Agreement contains a clawback provision that allows KBR to recover any benefits paid under the Agreement if our Compensation Committee determines within two years after the executive’s termination of employment that the executive’s employment could have been terminated for “Cause,” as defined in the Agreement. The Agreement provides that in any involuntary or voluntary termination, executives forfeit all unvested stock options, stock appreciation rights, restricted stock, restricted stock units, and performance cash awards granted to such executive. Such awards will fully vest upon a double-trigger change-in-control termination.
Equity Award Grant Practices
Equity Award Grant Practices Equity awards are discretionary and are generally granted to our NEOs two business days after KBR files a Form 10-K with the SEC in the first quarter of the grant year. In certain circumstances, including the hiring or promotion of an officer, our Compensation Committee may approve grants to be effective at other times. KBR did not grant stock options to its employees during the last completed fiscal year; however, stock option grants, when approved by our Compensation Committee, are never issued with an exercise price below the fair market value of our common stock on the date of grant. KBR does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Impact of Accounting, Regulatory, and Tax Requirements on Compensation
Impact of Accounting, Regulatory, and Tax Requirements on Compensation We apply the fair value recognition provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718-10 to account for and report equity-based compensation. FASB ASC 718-10 requires that compensation expense for equity-classified awards be measured based on the grant date fair value of the award and recognized on a straight-line basis over the requisite service period or the vesting period. Compensation expense for performance-based awards settled in cash is measured based on the grant date fair value, which is re-measured at each reporting date through the settlement date. Changes in fair value during the requisite service period or the vesting period are recognized as compensation cost on a straight-line basis over that period. Compensation expense was recognized for restricted stock units, performance stock units, and cash and stock performance awards. In the years when we grant stock option awards, the grant date fair value is estimated using option-pricing models. If an award is modified after the grant date, incremental compensation cost is recognized immediately before the modification. The benefits of tax deductions in excess of the compensation cost recognized for the options (excess tax benefits) are classified as addition to paid-in-capital, and cash retained as a result of these excess tax benefits is presented in the statement of cash flows as financing cash inflows. We will continue to monitor issues concerning the tax deductibility of executive compensation and will take appropriate action if we believe it is warranted. Since corporate objectives and strategic needs may not always be consistent with the requirements of full deductibility, we expect, if we believe it is appropriate, to enter into compensation arrangements or provide compensation under which payments will not be fully deductible.
Conclusion
| In a highly competitive market for executive talent, we believe our customers’ and employees’ interests, as well as those of our stockholders and other stakeholders, are well served by our compensation programs. These programs: • are reasonably positioned among our Peer Group, • encourage and promote our compensation objectives with a strong emphasis on pay for performance, and • permit the exercise of our Compensation Committee’s discretion in the design and implementation of compensation packages. Going forward, we will continue to review our compensation plans periodically to determine what revisions, if any, should be made. |
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the compensation of our NEOs for the fiscal year ended January 2, 2026, and, if the individual was an NEO for the applicable fiscal year, for the fiscal years ended January 3, 2025, and December 29, 2023.
Summary Compensation Table
| | | | | Non-Equity | Change in Pension Value | | | | | | | Stock | Incentive Plan | and Nonqualified Deferred | All Other | | | | | Salary(1) | Awards(2)(3) | Compensation(4) | Compensation Earnings(5) | Compensation(6) | Total | | Name | Year | ($) | ($) | ($) | ($) | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Stuart J. B. Bradie | 2025 | 1,310,308 | 4,879,034 | 5,227,132 | 2,618 | 195,460 | 11,614,552 | | Chair, President & | 2024 | 1,284,698 | 4,819,548 | 6,267,669 | 3,850 | 181,180 | 12,556,945 | | Chief Executive Officer | 2023 | 1,226,983 | 4,630,378 | 6,656,775 | 11,507 | 134,277 | 12,659,920 | | Mark W. Sopp(7) | 2025 | 784,641 | 1,061,945 | 1,521,849 | — | 45,334 | 3,413,769 | | EVP & Chief Financial | 2024 | 768,458 | 1,134,032 | 1,721,798 | 1,131 | 41,905 | 3,667,324 | | Officer | 2023 | 705,223 | 1,021,917 | 1,960,446 | 3,583 | 50,844 | 3,742,013 | | J. Jay Ibrahim | 2025 | 717,765 | 774,915 | 1,233,522 | 698 | 58,339 | 2,785,239 | | President, Sustainable | 2024 | 701,832 | 756,021 | 1,464,329 | 994 | 52,166 | 2,975,342 | | Technology Solutions | 2023 | 615,780 | 638,698 | 1,593,138 | 3,238 | 48,868 | 2,899,722 | | Sonia Galindo | 2025 | 686,836 | 660,141 | 1,198,345 | 157 | 54,683 | 2,600,162 | | EVP, General Counsel & Corporate Secretary | 2024 | 672,670 | 693,039 | 1,362,348 | 286 | 53,523 | 2,781,866 | | Jenni Myles | 2025 | 567,557 | 545,319 | 963,710 | — | 73,134 | 2,149,720 | | EVP, Chief People Officer | 2024 | 541,969 | 567,016 | 1,111,450 | — | 60,723 | 2,281,158 | | | 2023 | 479,195 | 542,879 | 1,208,500 | — | 64,538 | 2,295,112 | | W. Byron Bright, Jr.(8) | 2025 | 423,465 | 975,860 | — | 637 | 1,536,000 | 2,935,962 | | Former Chief Operating | 2024 | 738,088 | 819,004 | 1,553,116 | 927 | 54,089 | 3,165,224 | | Officer | 2023 | 677,362 | 798,358 | 1,592,527 | 2,857 | 62,067 | 3,133,171 |
Summary Compensation Table
| (1) Salary equals base pay paid to each NEO during the applicable year, including any elective deferrals into the Kellogg Brown & Root, Inc. Retirement and Savings Plan or the KBR Elective Deferral Plan. The actual salary paid may fluctuate due to the timing of payroll processing at each year end. With respect to Mr. Bradie and Ms. Myles, their 2025, 2024, and 2023 salary payments were converted from British Pounds to U.S. Dollars using the exchange rate applicable for each month in each year. The exchange rates used were the rates reported by Bloomberg on the last business day of the month prior to payment. The exchange rates ranged from $1.2398 to $1.3706 during the period of January 4, 2025, through January 2, 2026; $1.2494 to $1.3380 during the period of December 30, 2023, through January 3, 2025; and $1.1943 to $1.2858 during the period of January 1, 2023, through December 29, 2023. |
Summary Compensation Table
| (2) The amounts in column (d) represent the aggregate grant date fair value of awards granted in 2023, 2024, and 2025, pursuant to the KBR Stock and Incentive Plan. The fair values were determined in accordance with FASB ASC 718, “Stock Compensation.” Assumptions used in the calculation of these amounts are described in note 1 under “Significant Accounting Policies” and note 18 under “Share-based Compensation and Incentive Plans” of our audited financial statements included in our annual report on Form 10-K for the fiscal year ended January 2, 2026, and the comparable disclosures in fiscal 2023 and fiscal 2024. Stock awards granted to Mr. Bright in 2023, 2024, and 2025 were later forfeited on July 11, 2025, the date of his termination of employment with KBR, to the extent they were unvested on that date. |
Summary Compensation Table
| (3) With respect to the performance awards granted in 2023, 2024, and 2025, which are based 50% on TSR, and to that extent are included in the value of stock awards in column (d), the assumptions assume the probable outcome of the TSR performance condition, which is computed in accordance with FASB ASC 718 (excluding the effect of estimated forfeitures). At maximum performance, the value of the shares of KBR common stock underlying each performance award reported in column (d) would be equal to the product of twice the number of shares of KBR common stock underlying each performance award and $55.70, with respect to the performance awards granted in 2023, $59.28, with respect to the performance awards granted in 2024, and $48.29, and with respect to Mr. Bright’s additional performance award granted in 2025, also $54.82, with respect to the performance awards granted in 2025, the closing prices of KBR’s common stock on the dates of grant. |
Summary Compensation Table
This would give:
Summary Compensation Table
| | Stock Awards Value under Column (d) | | | | | 2025 | 2024 | 2023 | | Name | ($) | ($) | ($) | | Mr. Bradie | 8,500,102 | 7,650,143 | 7,250,135 | | Mr. Sopp | 1,850,135 | 1,800,096 | 1,600,150 | | Mr. Ibrahim | 1,350,044 | 1,200,064 | 1,000,094 | | Ms. Galindo | 1,150,123 | 1,100,118 | N/A | | Ms. Myles | 950,057 | 900,048 | 850,038 | | Mr. Bright | 1,700,179 | 1,300,010 | 1,250,075 |
Summary Compensation Table
The performance awards granted to Mr. Bright in 2023, 2024, and 2025 were later forfeited on July 11, 2025, the date of his termination of employment with KBR.
Summary Compensation Table
| (4) Amounts reportable in column (e) relate to (i) payments under our Performance Pay Plan for 2025, 2024, and 2023; and (ii) payments related to the 50% portions of the 2023, 2022, and 2021 performance awards that are based on the B2B performance measure with respect to the 2023 and 2022 performance awards and JIS performance measure with respect to the 2021 performance awards and which were granted under our KBR Stock and Incentive Plan. Benefits under our Performance Pay Plan and the KBR Stock and Incentive Plan are payable by their terms during the first quarter of the following year. As described in the “Short-Term Incentives (Annual)” section of this proxy statement, with regard to payments under our Performance Pay Plan for 2025, the Compensation Committee exercised negative discretion to reduce the adjusted EPS metric payout from 68.9% to 13.1%, reflecting the loss per share from discontinued operations associated with the contract termination and wind down of the HomeSafe Alliance joint venture. |
Summary Compensation Table
| (5) The amounts shown in column (f) include the following: |
Summary Compensation Table
| | | Benefit Restoration | Elective Deferral | Total(a) | | Name | Year | ($) | ($) | ($) | | Bradie | 2025 | 2,618 | — | 2,618 | | | 2024 | 3,850 | — | 3,850 | | | 2023 | 11,507 | — | 11,507 | | Sopp | 2025 | — | — | — | | | 2024 | 1,131 | — | 1,131 | | | 2023 | 3,583 | — | 3,583 | | Ibrahim | 2025 | 698 | — | 698 | | | 2024 | 994 | — | 994 | | | 2023 | 3,238 | — | 3,238 | | Galindo | 2025 | 157 | | 157 | | | 2024 | 286 | — | 286 | | Myles | 2025 | — | — | — | | | 2024 | — | — | — | | | 2023 | — | — | — | | Bright | 2025 | 637 | — | 637 | | | 2024 | 927 | — | 927 | | | 2023 | 2,857 | — | 2,857 |
Summary Compensation Table
| (a) Any amounts reportable here and in column (f) of the Summary Compensation Table are payable in connection with KBR’s nonqualified deferred compensation plans, including the KBR Benefit Restoration Plan (“Benefit Restoration”) and KBR Elective Deferral Plan (“Elective Deferral”). These amounts reflect above-market or preferential earnings on nonqualified deferred compensation. Ms. Myles is not eligible to participate in the KBR Benefit Restoration Plan because her compensation is not subject to the limitations imposed under the Internal Revenue Code. None of our NEOs participate in the KBR Elective Deferral Plan. |
Summary Compensation Table
| (6) The amounts shown in column (g) include the following: |
Summary Compensation Table
| | All Other Compensation for 2025 | | | | | | | | | | | | Retirement Plan | Benefit Restoration | U.K. Pension Plan | Car | | Executive | Global Medical | Financial Planning/ | Severance | | | | Company Match | Award | Company Allowable(a) | Allowance(b) | Travel(c) | Physicals(d) | Plan(e) | Tax Preparation Fees(f) | Pay | Total | | Name | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Bradie | 13,693 | 57,018 | — | — | 22,671 | — | 76,381 | 25,697 | — | 195,460 | | Sopp | 21,000 | 24,334 | — | — | — | — | — | — | — | 45,334 | | Ibrahim | 20,719 | 20,470 | — | — | — | 2,150 | — | 15,000 | — | 58,339 | | Galindo | 21,000 | 18,683 | — | — | — | — | — | 15,000 | — | 54,683 | | Myles(g) | — | — | 45,405 | 11,825 | — | 8,279 | — | 7,625 | — | 73,134 | | Bright(h) | 21,000 | — | — | — | — | — | — | 15,000 | 1,500,000 | 1,536,000 |
Summary Compensation Table
| (a) The amount in this column represents the cash payment provided to Ms. Myles in lieu of KBR’s standard 8% employer contribution to the KBR U.K. Limited Pension Plan. |
Summary Compensation Table
| (b) The amount in this column represents a car allowance provided to Ms. Myles, which is an executive employee benefit offered to corporate employees located in the U.K. |
Summary Compensation Table
| (c) The amount in this column represents travel payments for Mr. Bradie that relate to spousal travel for a business trip. |
Summary Compensation Table
| (d) The amounts in this column represent the costs for executive physicals offered by KBR. KBR believes the health of its leadership impacts how it delivers for the organization. Taking a proactive approach to health and wellness with a focus on prevention aligns with KBR’s Zero Harm and Wellness Program initiatives and ensures business stability. |
Summary Compensation Table
| (e) The amount in this column represents KBR’s cost for Mr. Bradie’s self-insured global medical plan. |
Summary Compensation Table
| (f) The amounts in this column represent the costs for assistance with Mr. Bradie’s tax returns and Messrs. Bright and Ibrahim’s, Ms. Galindo and Ms. Myles’s financial planning. The cost for Mr. Bradie’s tax return assistance represents fees paid in 2025 that covered services related to the preparations of his 2023 and 2024 tax returns. The cost for Ms. Myles’s financial planning represents fees paid in 2025 that covered services for the last quarter of 2024 and the first three quarters in 2025. |
Summary Compensation Table
| (g) Ms. Myles does not receive any U.S. income and thus is not eligible to participate in the 401(k) plan, under which KBR made employer matching contributions, or KBR Benefit Restoration Plan. |
Summary Compensation Table
| (h) Mr. Bright did not receive an award for 2025 under the KBR Benefit Restoration Plan because he was not a participant on the last day of the allocation year due to his termination of employment on July 11, 2025. |
Summary Compensation Table
| (7) In connection with Shad E. Evans's appointment as Chief Financial Officer of KBR, Inc. effective as of January 5, 2026, Mr. Sopp transitioned to a newly created role, Executive Vice President, Strategic Transactions, overseeing the team responsible for successfully spinning off KBR's Mission Technology Solutions business. Effective February 4, 2026, Mr. Sopp was also appointed Interim Chief Executive Officer of Mission Technology Solutions. |
Summary Compensation Table
| (8) Mr. Bright's employment with KBR terminated on July 11, 2025. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table provides information regarding awards in 2025 under the KBR Senior Executive Performance Pay Plan and the KBR Stock and Incentive Plan.
Grants of Plan-Based Awards
| | | | | | | | | | | | All | | | | | | | | | | | | | | Other | Grant | | | | | | | | | | | | | Stock | Date Fair | | | | | | Number of | Estimated Future Payouts | | | Estimated Future Payouts | | | Awards: | Value of | | | | | | Non‑Equity | Under Non-Equity Incentive | | | Under Equity Incentive Plan | | | Number of | Stock | | | | | | Incentive | Plan Awards(2) | | | Awards(2) | | | Shares of | and | | | | | | Plan Units | | | | | | | Stock or | Option | | | Grant | Grant | Approval | Granted | Threshold | Target | Maximum | Threshold | Target | Maximum | Units(3) | Awards(4) | | Name | Type(1) | Date | Date | (#) | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | (m) | | Stuart J. B. Bradie | STI | — | — | — | 487,688 | 1,950,750 | 3,901,500 | — | — | — | — | — | | | PAs - TSR | 2/27/2025 | 2/20/2025 | — | — | — | — | 708,333 | 2,833,333 | 5,666,666 | — | 2,045,666 | | | PAs - B2B | 2/27/2025 | 2/20/2025 | 2,833,334 | 708,334 | 2,833,334 | 5,666,668 | — | — | — | — | — | | | RSUs | 2/27/2025 | 2/20/2025 | — | — | — | — | — | — | — | 58,674 | 2,833,367 | | Mark W. Sopp | STI | — | — | — | 189,032 | 756,129 | 1,512,258 | — | — | — | — | — | | | PAs - TSR | 2/27/2025 | 2/19/2025 | — | — | — | — | 154,167 | 616,666 | 1,233,332 | — | 445,233 | | | PAs - B2B | 2/27/2025 | 2/19/2025 | 616,667 | 154,167 | 616,667 | 1,233,334 | — | — | — | — | — | | | RSUs | 2/27/2025 | 2/19/2025 | — | — | — | — | — | — | — | 12,771 | 616,712 | | J. Jay Ibrahim | STI | — | — | — | 172,916 | 691,663 | 1,383,326 | — | — | — | — | — | | | PAs - TSR | 2/27/2025 | 2/19/2025 | — | — | — | — | 112,500 | 450,000 | 900,000 | — | 324,900 | | | PAs - B2B | 2/27/2025 | 2/19/2025 | 450,000 | 112,500 | 450,000 | 900,000 | — | — | — | — | — | | | RSUs | 2/27/2025 | 2/19/2025 | — | — | — | — | — | — | — | 9,319 | 450,015 | | Sonia Galindo | STI | — | — | — | 165,470 | 661,878 | 1,323,756 | — | — | — | — | — | | | PAs - TSR | 2/27/2025 | 2/19/2025 | — | — | — | — | 95,833 | 383,333 | 766,666 | — | 276,766 | | | PAs - B2B | 2/27/2025 | 2/19/2025 | 383,334 | 95,834 | 383,334 | 766,668 | — | — | — | — | — | | | RSUs | 2/27/2025 | 2/19/2025 | — | — | — | — | — | — | — | 7,939 | 383,374 | | Jenni Myles | STI | — | — | — | 147,804 | 591,215 | 1,182,429 | — | — | — | — | — | | | PAs - TSR | 2/27/2025 | 2/19/2025 | — | — | — | — | 79,167 | 316,666 | 633,332 | — | 228,633 | | | PAs - B2B | 2/27/2025 | 2/19/2025 | 316,667 | 79,167 | 316,667 | 633,334 | — | — | — | — | — | | | RSUs | 2/27/2025 | 2/19/2025 | — | — | — | — | — | — | — | 6,558 | 316,686 | | W. Byron Bright, Jr.(5) | STI | — | — | — | 185,548 | 742,190 | 1,484,381 | — | — | — | — | — | | | PAs - TSR | 2/27/2025 | 2/19/2025 | — | — | — | — | 112,500 | 450,000 | 900,000 | — | 324,900 | | | PAs - B2B | 2/27/2025 | 2/19/2025 | 450,000 | 112,500 | 450,000 | 900,000 | — | — | — | — | — | | | RSUs | 2/27/2025 | 2/19/2025 | — | — | — | — | — | — | — | 9,319 | 450,015 | | | PAs - TSR | 5/8/2025 | 2/19/2025 | — | — | — | — | 29,167 | 116,666 | 233,332 | — | 84,233 | | | PAs - B2B | 5/8/2025 | 2/19/2025 | 116,667 | 29,167 | 116,667 | 233,334 | — | — | — | — | — | | | RSUs | 5/8/2025 | 2/19/2025 | — | — | — | — | — | — | — | 2,129 | 116,712 |
Grants of Plan-Based Awards
| (1) During fiscal year 2025, the NEOs received the following types of plan-based awards: STI (Annual); LTI Performance Cash and Stock Awards (“PAs”), which are based 50% on relative TSR and 50% on B2B; and KBR Restricted Stock Units (“RSUs”). All awards were granted under the KBR Stock and Incentive Plan, except that the STI was granted under the Performance Pay Plan, which is a performance program under the KBR Stock and Incentive Plan. |
Grants of Plan-Based Awards
| (2) The PAs in the Non-Equity columns represent the 50% portion of the award based on B2B and have a target value of $1.00 per unit (not the value of KBR’s common stock), and such amounts represent the total dollar value of the incentive opportunity at the threshold, target, and maximum potential payout levels. The PAs in the Equity Incentive Plan columns represent the 50% portion of the award based on TSR and are based upon the number of shares of KBR common stock underlying each award at the threshold, target, and maximum potential payout levels. Actual STI and PA payouts may equal amounts between performance level percentages based on the achievement levels of performance metrics. The 2025 STI payouts are calculated using the Participant’s annual base salary as determined on January 1, 2025 (or the first day the Participant becomes eligible to participate in the Performance Pay Plan if such day occurs after the first day of January), unless approved otherwise. Ms. Myles’s annual base salary is approved and paid in British Pounds. STI payouts are paid in local currency, so Ms. Myles’s STI payouts are also paid in British Pounds. Her 2025 annual base salary was £431,985. Ms. Myles’s 2025 threshold, target, and maximum potential STI payouts in the table above have been converted to U.S. Dollars for presentation purposes using the exchange rate of £1 to $1.3686, which was the exchange rate used when presenting her proposed 2025 STI payout in U.S. Dollars to the Compensation Committee for approval in February 2026. Mr. Bright’s 2025 threshold, target, and maximum potential STI payouts in the table above reflect a prorated portion calculated with his base salary on May 1, 2025, in connection with his promotion to Chief Operation Officer. As described in the “Short-Term Incentives (Annual)” section of this proxy statement, the 2025 STI payouts were reduced by the Compensation Committee pursuant to its negative discretion. Estimated payouts of the portions of the PAs based 50% on TSR and 50% on B2B are each calculated using half of the Participant’s total KBR Long-Term Performance Cash and Stock Award granted in 2025. |
Grants of Plan-Based Awards
| (3) The RSUs in column (l) vest equally over three years. |
Grants of Plan-Based Awards
| (4) The amounts in column (m) are calculated for RSUs based on the product of the number of RSUs granted and the closing price of KBR’s common stock on the Grant Date, which was $48.29 for each grant other than Mr. Bright’s additional RSUs granted May 8, 2025, which had a closing price of $54.82. The amounts in column (m) are calculated for PAs based on each PA unit having a grant date fair value of $0.722. These amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC 718. |
Grants of Plan-Based Awards
| (5) Mr. Bright was not eligible to receive a 2025 STI payout because he was not an active participant in the 2025 STI plan on the last day of the plan year due to his termination of employment on July 11, 2025, and his 2025 PAs and RSUs were forfeited due to his termination of employment. |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information on previously awarded equity grants outstanding as of January 2, 2026.
Outstanding Equity Awards at Fiscal Year-End
| | | Stock Awards | | | | | | | | | Equity Incentive Plan | Equity Incentive Plan | | | | | Market Value of | Awards: Number of | Awards: Market or Payout | | | | Number of Shares or | Shares or Units of | Unearned Shares, Units | Value of Unearned Shares, | | | | Units of Stock that | Stock that Have Not | or Other Rights that | Units or Other Rights that | | | | Have Not Vested(2) | Vested(3) | Have Not Vested(4) | Have Not Vested(5) | | Name | Grant Date(1) | (#) | ($) | (#) | ($) | | (a) | | (b) | (c) | (d) | (e) | | Stuart J. B. Bradie | 2/27/2025 | 58,674 | 2,376,884 | 58,674 | 2,376,884 | | | 2/22/2024 | 28,678 | 1,161,746 | 43,017 | 1,742,619 | | | 2/22/2023 | 14,462 | 585,856 | — | — | | Total | | 101,814 | 4,124,486 | 101,691 | 4,119,503 | | Mark W. Sopp | 2/27/2025 | 12,771 | 517,353 | 12,771 | 517,353 | | | 2/22/2024 | 6,748 | 273,361 | 10,122 | 410,042 | | | 2/22/2023 | 3,192 | 129,308 | — | — | | Total | | 22,711 | 920,022 | 22,893 | 927,395 | | J. Jay Ibrahim | 2/27/2025 | 9,319 | 377,513 | 9,319 | 377,513 | | | 2/22/2024 | 4,498 | 182,214 | 6,748 | 273,361 | | | 2/22/2023 | 1,995 | 80,817 | — | — | | Total | | 15,812 | 640,544 | 16,067 | 650,874 | | Sonia Galindo | 2/27/2025 | 7,939 | 321,609 | 7,939 | 321,609 | | | 2/22/2024 | 4,124 | 167,063 | 6,186 | 250,595 | | | 2/22/2023 | 1,995 | 80,817 | — | — | | Total | | 14,058 | 569,489 | 14,125 | 572,204 | | Jenni Myles | 2/27/2025 | 6,558 | 265,665 | 6,558 | 265,665 | | | 2/22/2024 | 3,374 | 136,681 | 5,061 | 205,021 | | | 2/22/2023 | 1,696 | 68,705 | — | — | | Total | | 11,628 | 471,051 | 11,619 | 470,686 | | W. Byron Bright, Jr.(6) | 5/8/2025 | — | — | — | — | | | 2/27/2025 | — | — | — | — | | | 2/22/2024 | — | — | — | — | | | 2/22/2023 | — | — | — | — | | Total | | — | — | — | — |
Outstanding Equity Awards at Fiscal Year-End
| (1) The awards granted consist of RSUs and performance awards based on relative TSR under the KBR Stock and Incentive Plan. |
Outstanding Equity Awards at Fiscal Year-End
| (2) With respect to the RSUs granted on February 22, 2023, February 22, 2024, and February 27, 2025, for all NEOs, and May 8, 2025, for Mr. Bright, the units vest at a rate of 33 ⅓% per year over a three-year vesting period. However, vesting of 20% of the total number of RSUs granted as part of the annual long-term incentive awards is subject to whether our Compensation Committee determines, in its sole discretion, that each of 2023, 2024, and 2025 was a successful year for KBR. The Compensation Committee determined that all three years were successful. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Market value in this table is based upon a fair market value of $40.51 per share, the closing price for KBR common stock on January 2, 2026 (the last trading day of the fiscal year). |
Outstanding Equity Awards at Fiscal Year-End
| (4) This column includes the 50% portions of the performance awards granted in 2024 and 2025 that are based on TSR and settled in shares of our common stock. These performance awards vest, to the extent earned, at the end of the applicable three-year performance period. |
Outstanding Equity Awards at Fiscal Year-End
| (5) This column includes the values of the TSR-based portions of the performance awards granted in 2024 and 2025, which are calculated by multiplying the market value based upon a fair market value of $40.51 per share for KBR common stock, the closing price on January 2, 2026 (the last trading day of the fiscal year), by the target number of shares of KBR common stock deliverable under the TSR-based portions of the performance awards granted in 2024 and 2025, which is equal to 100% of the number of shares of KBR common stock underlying each performance award. Under the SEC rules, the payout value reported in this column must be disclosed based on achieving threshold performance goals, except that if performance during the last completed fiscal year (or, if the payout is based on performance to occur over more than one year, the last completed fiscal years over which performance is measured) has exceeded threshold, we must disclose the next higher performance measure (target or maximum) that exceeds the last completed fiscal year’s performance (or, if the payout is based on performance to occur over more than one year, the last completed fiscal years over which performance is measured). Under SEC rules, if an award provides only for a single estimated payout, that amount should be reported. |
Outstanding Equity Awards at Fiscal Year-End
| (6) Mr. Bright did not have any outstanding equity awards as of January 2, 2026, because all of his unvested RSUs and performance awards were forfeited on July 11, 2025, the date of his termination of employment with KBR. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table shows information for 2025 regarding the exercise of stock options and the vesting of restricted stock units.
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | | Number of Shares | Value Realized | Number of Shares | Value Realized | | | Acquired on Exercise | on Exercise(1) | Acquired on Vesting(2) | on Vesting(3) | | Name | (#) | ($) | (#) | ($) | | (a) | (b) | (c) | (d) | (e) | | Stuart J. B. Bradie | — | — | 68,417 | 3,169,217 | | Mark W. Sopp | — | — | 15,205 | 704,517 | | J. Jay Ibrahim | — | — | 9,789 | 454,519 | | Sonia Galindo | — | — | 9,601 | 445,280 | | Jenni Myles | — | — | 8,094 | 375,205 | | W. Byron Bright, Jr. | — | — | 7,819 | 387,202 |
Option Exercises and Stock Vested
| (1) When applicable, represents the pre-tax value realized on option awards that were exercised during the fiscal year, computed by multiplying the number of shares acquired on exercise by the difference between the closing price of common stock on the exercise date and the option price. |
Option Exercises and Stock Vested
| (2) Represents the number of restricted stock units (“RSUs”) and performance stock units (“PSUs”) that vested during the fiscal year 2025 and a portion of the cash and stock performance awards (“PAs”) granted in 2023 that vested on December 31, 2025. The amounts included under columns (d) and (e) above attributable to the PAs granted in 2023 reflect the TSR-based portion of such PAs that is settled in shares of KBR common stock. For Mr. Bradie, 35,989 RSUs, 8,998 PSUs, and 23,430 PAs vested. For Mr. Sopp, 8,027 RSUs, 2,007 PSUs, and 5,171 PAs vested. For Mr. Ibrahim, 5,246 RSUs, 1,311 PSUs, and 3,232 PAs vested. For Ms. Galindo, 5,096 RSUs, 1,273 PSUs, and 3,232 PAs vested. For Ms. Myles, 4,278 RSUs, 1,069 PSUs, and 2,747 PAs vested. For Mr. Bright, 6,256 RSUs, 1,563 PSUs, and 0 PAs vested. Mr. Bright’s PAs granted in 2023 were forfeited because his termination of employment occurred prior to their vesting date on December 31, 2025. The B2B-based portion of the PAs that vested in fiscal year 2025 is not included under columns (d) and (e) above since it was paid out in cash but is reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for 2025. |
Option Exercises and Stock Vested
| (3) Represents the pre-tax value realized on stock awards that vested during the fiscal year, computed by multiplying the number of shares acquired on vesting by the closing price of common stock on the vesting date. This also represents the value realized on the TSR-based portion of the 2023 PAs at the end of the three-year performance period on December 31, 2025, computed by multiplying the product of the target number of shares of KBR common stock granted and the TSR metric payout percentage of 54% (i.e., the number of shares of KBR common stock earned) by the closing price of common stock on December 31, 2025. The TSR metric payout percentage of 54% was certified by our Board, with respect to Mr. Bradie, and Compensation Committee, with respect to our other NEOs, effective as of February 26, 2026. The value realized on the TSR-based portion of the 2023 PAs on the date of certification for each NEO except Mr. Bright is as follows: Mr. Bradie, $984,997; Mr. Sopp, $217,389; Mr. Ibrahim, $135,873; Ms. Galindo, $135,873, and Ms. Myles, $115,484. Mr. Bright’s PAs granted in 2023 were forfeited because his termination of employment occurred prior to their vesting date on December 31, 2025. |
Pension Benefits
Pension Benefits Our NEOs did not participate in a KBR-sponsored pension plan required to be reported under the Pension Benefits table.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The following table provides information regarding each NEO’s contributions to covered deferred compensation plans, earnings accrued during the year, withdrawals and distributions during the year, and plan balances at fiscal year-end.
Nonqualified Deferred Compensation
| | | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | | Contributions | Contributions | Earnings in | Withdrawals/ | Balance at | | | | in Last FY(1) | in Last FY(2) | Last FY(3) | Distributions | Last FYE(4) | | Name | Plan | ($) | ($) | ($) | ($) | ($) | | (a) | | (b) | (c) | (d) | (e) | (f) | | Stuart J. B. Bradie | Elective Deferral | — | — | — | — | — | | | Restoration | — | 57,018 | 44,338 | — | 739,760 | | Mark W. Sopp | Elective Deferral | — | — | — | — | — | | | Restoration | — | 24,334 | 34,144 | — | 256,467 | | J. Jay Ibrahim | Elective Deferral | — | — | — | — | — | | | Restoration | — | 20,470 | 12,266 | — | 207,503 | | Sonia Galindo | Elective Deferral | — | — | — | — | — | | | Restoration | — | 18,683 | 5,093 | — | 75,752 | | Jenni Myles | Elective Deferral | — | — | — | — | — | | | Restoration | — | — | — | — | — | | W. Byron Bright, Jr. | Elective Deferral | — | — | — | — | — | | | Restoration | — | — | 12,556 | — | 175,629 |
Nonqualified Deferred Compensation
| (1) To the extent there are any amounts listed in column (b) above, those amounts will also be reported as compensation in the most recent year in columns (c) and/or (g) of the Summary Compensation Table. |
Nonqualified Deferred Compensation
| (2) The amounts in column (c) are reported as compensation for 2025 in column (g) of the Summary Compensation Table. |
Nonqualified Deferred Compensation
| (3) Only the above-market earnings in column (d) are reported as compensation for 2025 in column (f) of the Summary Compensation Table. |
Nonqualified Deferred Compensation
| (4) Only the amount of the aggregate balance in column (f) that relates to registrant contributions that are reported in column (c) are reported as compensation in the “All Other Compensation” column of the Summary Compensation Table for 2025 as well as amounts previously reported in prior Summary Compensation Tables. The amounts disclosed in the Summary Compensation Table, both as currently and previously reported for 2023 and 2024, as applicable, for each NEO except Ms. Myles are as follows: Mr. Bradie, $157,496; Mr. Sopp, $66,693; Mr. Ibrahim, $54,379; Ms. Galindo, $35,332; and Mr. Bright, $39,219. Mr. Bright did not receive a registrant contribution for 2025 under the KBR Benefit Restoration Plan because he was not a participant on the last day of the allocation year due to his termination of employment on July 11, 2025. Ms. Myles is not eligible to participate in the KBR Benefit Restoration Plan because her compensation is not subject to the limitations imposed under the Internal Revenue Code. |
Narrative Disclosure to Nonqualified Deferred Compensation Table
Narrative Disclosure to Nonqualified Deferred Compensation Table Under the Elective Deferral Plan, voluntary pretax deferrals of up to 75% of base salary and incentive compensation are allowed each year. The Benefit Restoration Plan does not allow employee elective deferrals. Earnings under the Elective Deferral Plan are based upon the executive’s election from a variety of investment options that include both stock and bond funds. Generally, participants may change their investment elections without limit; however, most of the funds are subject to waiting periods for transfers and reallocations into and out of the same fund. Any preferential interest credited above 120% of the applicable Federal long-term rate is recorded in column (f) the Summary Compensation Table. Earnings for the Benefit Restoration Plan that were applicable to allocation years prior to January 1, 2024, were credited based on a legacy bond fund in the KBR Elective Deferral Plan, which had 2023 yields that exceeded 120% of the applicable Federal long-term rates. That preferential interest is recorded in column (f) of the Summary Compensation Table. In 2025, some of our NEOs received awards under the Benefit Restoration Plan in the amounts shown in the footnote table to column (g) of the Summary Compensation Table. Earnings for the Benefit Restoration Plan that are applicable to allocation years beginning on and after January 1, 2024, will be credited based upon the executive’s election from a variety of investment options that consist of the same funds offered under the Elective Deferral Plan. Similar to the Elective Deferral Plan, participants under the Benefit Restoration Plan may change their investment elections without limit, subject to the waiting periods for transfers into and out of the same fund. Benefits under the Benefit Restoration Plan are paid in a lump sum upon termination. Benefits under the Elective Deferral Plan are paid on termination of employment or a specified future date, either as a lump sum or in installments. Withdrawals under the Elective Deferral Plan are allowed in the case of an unforeseeable emergency.
2025 Potential Payments Upon Termination or Change In Control
2025 Potential Payments Upon Termination or Change In Control
2025 Potential Payments Upon Termination or Change In Control
| | | | | | Involuntary Not for | For Cause | | | | Change in Control | Change in Control | Retirement, | Cause Termination | Termination or | | | | without | with Involuntary | Disability, or | or Resignation for | Resignation without | | | | Termination on | Termination on | Death on | Good Reason on | Good Reason on | | | | 1/2/2026 | 1/2/2026 | 1/2/2026(6) | 1/2/2026 | 1/2/2026 | | Executive | Benefits(1)(2) | ($) | ($) | ($#) | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | Stuart J. B. Bradie | Stock Awards | — | 4,124,485 | 4,124,485 | — | — | | | Stock Options(3) | — | — | — | — | — | | | Performance Awards(4) | — | 13,677,150 | 8,791,455 | — | — | | | Cash Severance(5) | — | 12,189,191 | 2,206,298 | 6,502,500 | — | | Total | | — | 29,990,826 | 15,122,238 | 6,502,500 | — | | Mark W. Sopp | Stock Awards | — | 920,023 | 920,023 | — | — | | | Stock Options(3) | — | — | — | — | — | | | Performance Awards(4) | — | 3,065,320 | 1,976,848 | — | — | | | Cash Severance(5) | — | 3,957,330 | 855,182 | 1,512,258 | — | | Total | | — | 7,942,673 | 3,752,053 | 1,512,258 | — | | J. Jay Ibrahim | Stock Awards | — | 640,544 | 640,544 | — | — | | | Stock Options(3) | — | — | — | — | — | | | Performance Awards(4) | — | 2,076,661 | 1,303,477 | — | — | | | Cash Severance(5) | — | 3,697,610 | 816,854 | 1,383,326 | — | | Total | | — | 6,414,815 | 2,760,875 | 1,383,326 | — | | Sonia Galindo | Stock Awards | — | 569,490 | 569,490 | — | — | | | Stock Options(3) | — | — | — | — | — | | | Performance Awards(4) | — | 1,897,990 | 1,224,877 | — | — | | | Cash Severance(5) | — | 3,477,849 | 781,678 | 1,323,756 | — | | Total | | — | 5,945,329 | 2,576,045 | 1,323,756 | — | | Jenni Myles | Stock Awards | — | 265,665 | 265,665 | — | — | | | Stock Options(3) | — | — | — | — | — | | | Performance Awards(4) | — | 1,576,761 | 1,022,338 | — | — | | | Cash Severance(5) | — | 2,983,191 | 606,221 | 1,182,429 | — | | Total | | — | 4,825,617 | 1,894,224 | 1,182,429 | — | | W. Byron Bright, Jr.(7) | Stock Awards | — | — | — | — | — | | | Stock Options(3) | — | — | — | — | — | | | Performance Awards(4) | — | — | — | — | — | | | Cash Severance(5) | — | — | — | 1,500,000 | — | | Total | | — | — | — | 1,500,000 | — |
2025 Potential Payments Upon Termination or Change In Control
| (1) The aggregate nonqualified deferred compensation payable to each NEO upon termination is set forth in column (f) of the Nonqualified Deferred Compensation Table and is not reflected in this table. |
2025 Potential Payments Upon Termination or Change In Control
| (2) This table includes amounts payable to the NEOs assuming they remained employed through January 2, 2026, pursuant to the Performance Pay Plan, as reported in column (e) of the Summary Compensation Table. If an NEO is terminated for “cause” (as defined under the applicable plan/program), all such executive’s rights to payment would be automatically forfeited. This table does not include benefits that are generally available to all salaried employees. |
2025 Potential Payments Upon Termination or Change In Control
| (3) No amounts are shown for stock options in this table because there were no unvested stock options as of January 2, 2026. KBR last granted stock options in 2015. |
2025 Potential Payments Upon Termination or Change In Control
| (4) Assumes for purposes of a change in control with an involuntary termination, retirement, disability, or death that payout for the Performance Awards will be at target. Performance Awards are fully vested on a change-in-control termination but are prorated on retirement, disability, or death. While the value of the 2023 Performance Awards is included in the Change in Control with Involuntary Termination column based on target as required pursuant to applicable reporting rules, those awards actually paid out at 125% of target with respect to the B2B portion and 54% with respect to the TSR portion. |
2025 Potential Payments Upon Termination or Change In Control
| (5) Cash severance includes welfare costs in the case of a change in control with an involuntary termination. With respect to Mr. Bradie, welfare costs are estimated using the highest cost medical plan option available to KBR employees. Cash severance in the case of retirement, disability, or death is equal to the actual short-term incentive (“STI”) payout (prorated to the date of termination if the date of termination occurs before the end of the performance period). Ms. Myles’s annual base salary is approved and paid in British Pounds. STI payouts are paid in local currency, so Ms. Myles’s STI payouts are also paid in British Pounds. Ms. Myles’s actual 2025 STI payout was £445,377, but it has been converted to U.S. Dollars in the table above for presentations purposes using the exchange rate of £1 to $1.3686, which was the exchange rate used when presenting her proposed 2025 STI payout in U.S. Dollars to the Compensation Committee for approval in February 2026. Cash severance does not include amounts that may be paid under the severance plan generally available to all employees because the NEOs are not eligible for that plan while party to an individual severance agreement. |
2025 Potential Payments Upon Termination or Change In Control
| (6) Retirement is completely discretionary and subject to the approval of our Compensation Committee except for Messrs. Bradie and Ibrahim. With respect to Messrs. Bradie and Ibrahim, retirement means resignation from employment (other than for “good reason” (as defined under their severance and change-in-control agreements)) on any date after reaching age 65 or, with the approval of our Compensation Committee, on any date (x) after reaching age 55 (with at least eight (ten for Mr. Ibrahim) years of service) or (y) after the sum of their age and years of service is 70 or greater. |
2025 Potential Payments Upon Termination or Change In Control
| (7) The amount in column (f) reflects the actual payment received by Mr. Bright in connection with his termination of employment on July 11, 2025, under the terms of his severance and change-in-control agreement and release and full settlement agreement. |
CEO Pay Ratio
CEO Pay Ratio Presented below is the ratio of the annualized total compensation of Mr. Bradie, our CEO, to the annual total compensation of our median employee (excluding the CEO).
Pay Ratio Methodology and Calculation
Pay Ratio Methodology and Calculation
Pay Ratio Calculation
Pay Ratio Calculation After we identified our median employee, we calculated all the elements of such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $86,461. The annual total compensation of our CEO was $11,614,552, as reported in the “Total” column of our 2025 Summary Compensation Table included in this proxy statement. Based on this information, for 2025 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was reasonably estimated to be 134:1.
Pay Ratio Calculation
| Employee | 2025 Compensation | | Our CEO | $11,614,552 | | Our Median Employee | $86,461 | | Pay Ratio | 134:1 |
Pay Ratio Calculation
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. The pay ratio reported by other companies may not be comparable to KBR’s pay ratio, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in their calculations.
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance Table
Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance measures of the Company. For more information, refer to the “Compensation Discussion and Analysis” section of this proxy statement.
Pay Versus Performance Table
| | | | | | Value of Initial Fixed $100 | | | | | | | | | | Investment Based on: | | | | | | Summary | | Average Summary | Average | Company | Peer Group | | Company-Selected | | | Compensation | Compensation | Compensation Table | Compensation | Total | Total | | Performance | | | Table Total for | Actually Paid to | Total for Non-CEO | Actually Paid to | Shareholder | Shareholder | Net Income | Measure: Adjusted | | | CEO(1) | CEO(2) | NEOs(3) | Non-CEO NEOs(4) | Return(5) | Return(6) | (Loss)(7) | EPS(8)(9) | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($ in Millions) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 11,614,552 | 4,882,906 | 2,776,970 | 1,408,337 | 138.12 | 212.94 | 403 | 3.93 | | 2024 | 12,556,945 | 13,432,658 | 3,147,439 | 3,317,203 | 198.50 | 194.56 | 381 | 3.33 | | 2023 | 12,659,920 | 15,968,454 | 3,017,505 | 3,602,870 | 184.57 | 169.87 | (261) | 2.91 | | 2022 | 12,617,035 | 16,957,757 | 2,943,662 | 3,716,852 | 174.25 | 137.07 | 192 | 2.71 | | 2021 | 12,024,347 | 22,501,119 | 2,595,828 | 3,781,778 | 155.66 | 124.96 | 35 | 2.43 |
Pay Versus Performance Table
| (1) The amounts in this column are the amounts of total compensation reported for Mr. Bradie for each corresponding year in the “Total” column of the Summary Compensation Table on page 76. |
Pay Versus Performance Table
| (2) The amounts in this column represent the amount of “Compensation Actually Paid” to Mr. Bradie, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Bradie during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Bradie’s total compensation for each year to determine the “Compensation Actually Paid”: |
Pay Versus Performance Table
| | | | | Reported Change in | | | | | Reported Summary | | | the Actuarial Present | | Compensation | | | Compensation Table | Reported Value of | Equity Award | Value of Pension | Pension Benefits | Actually Paid to | | | Total for CEO | Equity Awards(a) | Adjustments(b) | Benefits(c) | Adjustments | CEO | | Year | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 11,614,552 | (4,879,034) | (1,852,612) | — | — | 4,882,906 | | 2024 | 12,556,945 | (4,819,548) | 5,695,261 | — | — | 13,432,658 | | 2023 | 12,659,920 | (4,630,378) | 7,938,912 | — | — | 15,968,454 | | 2022 | 12,617,035 | (4,641,028) | 8,981,750 | — | — | 16,957,757 | | 2021 | 12,024,347 | (4,256,264) | 14,733,036 | — | — | 22,501,119 |
Pay Versus Performance Table
| (a) This column reflects the grant date fair value of equity awards, which are the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. |
Pay Versus Performance Table
| (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: |
Pay Versus Performance Table
| (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; |
Pay Versus Performance Table
| (ii) the amount of change as of the end of the applicable fiscal year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; |
Pay Versus Performance Table
| (iii) | for awards that are granted and vest in same applicable year, the fair value as of the vesting date; |
Pay Versus Performance Table
| (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; |
Pay Versus Performance Table
| (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and |
Pay Versus Performance Table
| (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. |
Pay Versus Performance Table
The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
Pay Versus Performance Table
| | | | Fair Value as | Year over Year | Fair Value at the | Value of Dividends | | | | | Year over Year | of Vesting | Change in Fair | End of the Prior | or Other Earnings | | | | | Change in Fair | Date of Equity | Value of Equity | Year of Equity | Paid on Stock or | | | | Year-End Fair | Value of | Awards | Awards Granted | Awards that Failed | Option Awards Not | | | | Value of Equity | Outstanding | Granted and | in Prior Years | to Meet Vesting | Otherwise Reflected | Total Equity | | | Awards Granted | and Unvested | Vested in the | that Vested in | Conditions in the | in Fair Value or | Award | | | in Year | Equity Awards | Year | the Year | Year | Total Compensation | Adjustments | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 3,938,199 | (5,411,305) | — | (427,352) | — | 47,846 | (1,852,612) | | 2024 | 5,592,210 | (143,980) | — | 221,880 | — | 25,151 | 5,695,261 | | 2023 | 5,608,767 | 2,118,155 | — | 163,948 | — | 48,042 | 7,938,912 | | 2022 | 5,553,263 | 3,224,991 | — | 131,229 | — | 72,267 | 8,981,750 | | 2021 | 8,574,868 | 6,082,602 | — | 7,120 | — | 68,446 | 14,733,036 |
Pay Versus Performance Table
| (c) Mr. Bradie does not participate in any KBR-sponsored defined benefit or actuarial pension plans. |
Pay Versus Performance Table
| (3) The amounts in this column represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Bradie) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Bradie) included for purposes of calculating the average amounts in each applicable year are as follows: |
Pay Versus Performance Table
| Year | NEOs | | 2025 | Messrs. Bright, Ibrahim, and Sopp and Ms. Galindo and Ms. Myles | | 2024 | Messrs. Bright, Ibrahim, and Sopp and Ms. Galindo | | 2023 | Messrs. Bright, Ibrahim, and Sopp and Ms. Myles | | 2022 | Messrs. Bright, Ibrahim, and Sopp and Ms. Myles | | 2021 | Messrs. Bright, Ibrahim, Kelly, and Sopp and Ms. Akerson |
Pay Versus Performance Table
| (4) The amounts in this column represent the average amount of “Compensation Actually Paid” to the NEOs as a group (excluding Mr. Bradie), as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Bradie) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Bradie) for each year to determine the “Compensation Actually Paid,” using the same methodology described above in Note 2: |
Pay Versus Performance Table
| | Average Reported | | | Average Reported | | | | | Summary | | | Change in the | | Average | | | Compensation Table | Average Reported | Average Equity | Actuarial Present | | Compensation | | | Total for Non-CEO | Value of Equity | Award | Value of Pension | Average Pension | Actually Paid to | | | NEOs | Awards(a) | Adjustments(b) | Benefits(c) | Benefit Adjustments | Non-CEO NEOs | | Year | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 2,776,970 | (803,636) | (564,997) | — | — | 1,408,337 | | 2024 | 3,147,439 | (850,524) | 1,020,288 | — | — | 3,317,203 | | 2023 | 3,017,505 | (750,463) | 1,335,828 | — | — | 3,602,870 | | 2022 | 2,943,662 | (762,467) | 1,535,657 | — | — | 3,716,852 | | 2021 | 2,595,828 | (721,882) | 1,907,832 | — | — | 3,781,778 |
Pay Versus Performance Table
| (a) This column reflects the average grant date fair value of equity awards, which are the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year, for the NEOs as a group (excluding Mr. Bradie). |
Pay Versus Performance Table
| (b) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
Pay Versus Performance Table
| | | | Average Fair | Year over Year | | Average Value of | | | | | Year over Year | Value as of | Average Change | Average Fair Value | Dividends or Other | | | | | Average | Vesting | in Fair Value of | at the End of the | Earnings Paid on | | | | Average Year- | Change in Fair | Date of Equity | Equity Awards | Prior Year of Equity | Stock or Option | | | | End Fair Value | Value of | Awards | Granted in Prior | Awards that Failed | Awards Not | Total | | | of Equity | Outstanding | Granted and | Years that | to Meet Vesting | Otherwise Reflected | Average | | | Awards Granted | and Unvested | Vested in the | Vested in the | Conditions in the | in Fair Value or | Equity Award | | | in Year | Equity Awards | Year | Year | Year | Total Compensation | Adjustments | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 491,144 | (684,963) | — | (68,646) | (311,431) | 8,899 | (564,997) | | 2024 | 986,895 | (25,383) | — | 49,196 | — | 9,580 | 1,020,288 | | 2023 | 909,059 | 362,354 | — | 56,203 | — | 8,212 | 1,335,828 | | 2022 | 912,352 | 605,404 | — | 7,066 | — | 10,835 | 1,535,657 | | 2021 | 1,239,559 | 802,342 | — | 2,557 | (147,871) | 11,245 | 1,907,832 |
Pay Versus Performance Table
| (c) Our NEOs do not participate in any KBR-sponsored defined benefit or actuarial pension plans. |
Pay Versus Performance Table
| (5) Cumulative total shareholder return (“TSR”) is the cumulative TSR on shares of our common stock assuming an investment of $100 on December 31, 2020, and reinvestment of all dividends. |
Pay Versus Performance Table
| (6) The peer group used for this purpose is the Peer Group used by the Company for benchmarking purposes as discussed in the “Compensation Discussion and Analysis” section of this proxy statement. Peer group TSR was calculated on a market capitalization-weighted basis according to the respective issuers’ stock market capitalization at the beginning of each period for which a return is indicated. TSR for both the Company and the peer group is based on an initial $100 investment, measured on a cumulative basis from the market close on December 31, 2020, through and including January 2, 2026. TSR calculations reflect reinvestment of dividends. |
Pay Versus Performance Table
The 2025 Peer Group is composed of the following companies:
Pay Versus Performance Table
| ● BAE Systems plc ● Booz Allen Hamilton Holding Corporation ● CACI International Inc. ● Dover Corporation ● Flowserve Corporation | ● Fluor Corporation ● Gartner, Inc. ● Hubbell Incorporated ● Huntington Ingalls Industries, Inc. ● Jacobs Solutions Inc. | ● L3Harris Technologies, Inc. ● Leidos Holdings, Inc. ● Parsons Corporation ● Science Applications International Corporation | ● Teradata Corporation ● Tetra Tech, Inc. ● Textron Inc. ● The Timken Company |
Pay Versus Performance Table
Conduent Incorporated, which was a constituent of our 2024 Peer Group, was removed from the peer group in 2024 due to declining comparability with the Company’s size and business profile, and it therefore was excluded in determining our peer group TSR for 2025 (and the prior years presented). Using the peer group from the prior disclosure, the peer group TSR would be as follows: 2025: $212.57; 2024: $194.25; 2023: $169.53; 2022: $136.82; and 2021: $124.89.
Pay Versus Performance Table
| (7) The amounts reported represent the amount of GAAP net income (loss) reflected in the Company’s audited financial statements for the applicable fiscal year. |
Pay Versus Performance Table
| (8) Adjusted EPS is considered a non-GAAP financial measure under SEC rules. See the section titled “Non-GAAP Financial Information” at the end of this proxy statement for further information, including reconciliation of adjusted EPS to diluted EPS, the most directly comparable GAAP measure. |
Pay Versus Performance Table
| (9) We wound down the HomeSafe Alliance joint venture in fiscal year 2025 and determined that this disposal was a new adjustment within our Adjusted EPS non-GAAP measure. Since this was a new adjustment, we recast Adjusted EPS for all periods. The recast changed the value for fiscal year 2024 from 3.34 (as disclosed in our 2024 proxy statement) to 3.33 (as disclosed here). |
Pay Versus Performance Relationship Disclosures
Pay Versus Performance Relationship Disclosures We believe that, in a highly competitive market for executive talent, our compensation programs encourage and promote our compensation objectives with a strong emphasis on pay for performance and that they serve our stakeholders’ interests well. The charts on the next page illustrate the relationship between the “Compensation Actually Paid” and the financial performance measures set forth in the Pay Versus Performance table on page 91: TSR, peer group TSR, net income (loss) and adjusted EPS. The Company identified adjusted EPS as the Company-Selected Measure, the most important performance measure used by the Company to link compensation actually paid to the Company’s NEOs to Company performance for the most recently completed fiscal year. The Company selected adjusted EPS because strong EPS generally increases the value of our stock, among other benefits, which we believe helps to align the interests of our NEOs and our stockholders. Adjusted EPS is the most heavily weighted performance measure under our 2025 STI plan, with Company performance on this measure driving 45% of the plan funding for the 2025 STI plan, as described in greater detail in our Compensation Discussion and Analysis.
Compensation actually paid versus total shareholder return
Compensation actually paid versus total shareholder return
Compensation actually paid versus net income (loss)
Compensation actually paid versus net income (loss)
Compensation actually paid versus adjusted EPS
Compensation actually paid versus adjusted EPS