DEF 14A of Kbr, Inc., Apr 1, 2024

DEF 14A of Kbr, Inc.

Filed Apr 1, 2024 · FY20230001308179-24-000402

Open on EDGAR

  1. Information About the Board of Directors

    Information About the Board of Directors The KBR Board of Directors is currently composed of nine 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 CEO. On March 13, 2024, our Board of Directors approved an increase to the size of the Board of Directors from nine members to ten members. To fill the newly created directorship, our Board of Directors nominated Joseph Dominguez for election at our 2024 Annual Meeting of Stockholders. KBR’s Board of Directors from left: Lynn Dugle, Jack Moore, Ann Pickard, Stuart Bradie, General Lester Lyles, USAF (Ret.), Mark Baldwin, Lt. General Wendy Masiello, USAF (Ret.), Sir John Manzoni KCB, and Carlos Sabater.

  2. Information About the Board of Directors

    | Mark Baldwin | General Lester Lyles, USAF (Ret.) | Jack Moore | | Former Executive Vice President and Chief Financial Officer of Dresser-Rand Group, Inc. Age: 70 Director since: 2014 Committees: • Audit (Chair) • Sustainability and Corporate Responsibility | Independent Consultant Age: 77 Director since: 2007 Committees: • Cybersecurity • Nominating and Corporate Governance | Former Chairman, President and Chief Executive Officer for Cameron International Corporation Age: 70 Director since: 2012 Committees: • Compensation (Chair) • Cybersecurity • Nominating and Corporate Governance | | Stuart Bradie | Sir John Manzoni KCB | Ann Pickard | | President and Chief Executive Officer, KBR, Inc. Age: 57 Director since: 2014 Committees: None | Former Permanent Secretary for the Cabinet Office, U.K. Government Age: 64 Director since: 2022 Committees: • Audit • Cybersecurity | Former Executive Vice President, Arctic for Royal Dutch Shell pic Age: 68 Director since: 2015 Committees: • Sustainability and Corporate Responsibility (Chair) • Compensation | | Lynn Dugle | Lt. General Wendy Masiello, USAF (Ret.) | Carlos Sabater | | Former Chairperson, President and Chief Executive Officer at Engility Holdings Inc. Age: 64 Director since: 2020 Committees: • Nominating and Corporate Governance (Chair) • Compensation • Cybersecurity | Independent Consultant Age: 65 Director since: 2017 Committees: • Cybersecurity (Chair) • Compensation • Sustainability and Corporate Responsibility | Former Senior Global Partner for Deloitte Touche Tohmatsu Limited Age: 65 Director since: 2021 Committees: • Audit • Nominating and Corporate Governance |

  3. Our Board

    Our Board A top priority of our Board and Nominating and Corporate Governance Committee is ensuring that our Board of Directors is composed of directors who:

  4. Our Board

    | • | bring a variety of skills relevant to our business, | | • | provide expertise that is useful to KBR and complementary to the background and experience of other Board members, and | | • | effectively represent the long-term interests of our stockholders. |

  5. Our Board

    As shown below, the incumbent directors and one new director nominee (Mr./Dominguez) have a wide range of skills and experience that will enable the Board to effectively oversee management and the business of KBR.

  6. Our Board

    | | Baldwin | Bradie | Dominguez | Dugle | Lyles | Manzoni | Masiello | Moore | Pickard | Sabater | | Industry Experience | Energy | Engineering Government Technology | Energy Engineering | Government Space Technology | Government Space | Energy Engineering Government | Government Technology | Energy | Energy Engineering Technology | Professional Services | | C-Suite CEO/CFO | | | | | | | | | | | | Cyber Cybersecurity/Data Privacy/IT | | | | | | | | | | | | Finance Accounting/Audit/Finance | | | | | | | | | | | | Risk Risk Management/Oversight | | | | | | | | | | | | Sustainability Climate/Environment/Sustainability | | | | | | | | | | | | Technology IP/Licensing/Technology | | | | | | | | | | | | Veteran Military Service | | | | | | | | | | | | Demographics | | | | | | | | | | | | Age | 70 | 57 | 61 | 64 | 77 | 64 | 65 | 70 | 68 | 65 | | Tenure | 9 | 9 | 0 | 4 | 16 | 1 | 6 | 12 | 8 | 2 | | Gender | M | M | M | F | M | M | F | M | F | M | | Nationality | U.S. | U.K. | U.S. | U.S. | U.S. | U.K. | U.S. | U.S. | U.S. | U.S. | | Race/Ethnicity | White | White | White + Hispanic | White | African American | White | White | White | White | White + Hispanic | | Generals | | | | | | | | | | |

  7. Our Board

    | | The Board of Directors recommends that you VOTE FOR the election of all the director nominees presented on the next several pages. All proxies will be so voted unless a stockholder specifies otherwise. |

  8. Our Board

    The following biographical information about the director nominees is as of March 20, 2024.

  9. Nominees for Director

    Nominees for Director

  10. Nominees for Director

    | | MARK E. BALDWIN Age: 70 | Director since: 2014 | Independent KBR Board Committees: Audit Committee (Chair) and Sustainability and Corporate Responsibility Committee Other Public Company Boards: Nine Energy Service, Inc. (Audit Committee Chair) and TETRA Technologies, Inc. (Audit Committee Chair) | | Key Qualifications and Skills: C-Suite Finance Risk | |

  11. Nominees for Director

    | Prior Business Experience • Executive Vice President and Chief Financial Officer of Dresser-Rand Group, Inc. • Executive Vice President, Chief Financial Officer, and Treasurer of Veritas DGC, Inc. • Operating Partner at First Reserve Corporation • Executive Vice President and Chief Financial Officer for NextiraOne • Chairman of the Board and Chief Executive Officer for Pentacon, Inc. • Variety of finance and operations positions with Keystone International Inc., including Treasurer, Chief Financial Officer, and President of the Industrial Valves and Controls Group Education • B.S. (Mechanical Engineering), Duke University • M.B.A., Tulane University • Graduate of the Stanford Executive Program |

  12. Nominees for Director

    | | STUART J. B. BRADIE Age: 57 | Director since: 2014 KBR Board Committees: None Other Public Company Boards: Rolls Royce Holdings Plc | | Key Qualifications and Skills: C-Suite Risk Sustainability Technology | |

  13. Nominees for Director

    | Current Business Experience • President and Chief Executive Officer, KBR, Inc. (since 2014) Prior Business Experience • Group Managing Director — Operations and Delivery for WorleyParsons • Managing Director across Europe, Africa, Asia and the Middle East for WorleyParsons • Managing Director for PT Kvaerner Indonesia • Country Manager for Kvaerner Philippines • Global experience across over 40 countries in the hydrocarbons, mining and chemicals, power and infrastructure sectors Education • B.S. (Mechanical Engineering), Aberdeen University • M.B.A., Edinburgh Business School, Heriot-Watt University |

  14. Nominees for Director

    | www.kbr.com | 2024 Proxy Statement 14 |

  15. Nominees for Director

    | | JOSEPH DOMINGUEZ Age: 61 | Director Nominee: 2024 | Independent KBR Board Committees: Not yet appointed Other Public Company Boards: Constellation Energy Corp Current Affiliations: Electric Power Research Institute (Director); Hispanics in Energy (Chair); Institute of Nuclear Power Operations (Director); and Nuclear Energy Institute (Director) | | Key Qualifications and Skills: C-Suite Finance Risk Sustainability | |

  16. Nominees for Director

    | Current Business Experience • President and Chief Executive Officer at Constellation Energy Corp (since 2022) Prior Business Experience • Chief Executive Officer at Commonwealth Edison Company (ComEd) • Executive Vice President of Governmental and Regulatory Affairs and Public Policy at Exelon Corporation • Partner at White and Williams, LLP • Assistant U.S. Attorney for Eastern District of Pennsylvania Education • B.S. (Mechanical Engineering), New Jersey Institute of Technology • J.D., Rutgers University School of Law |

  17. Nominees for Director

    | | LYNN A. DUGLE Age: 64 | Director since: 2020 | Independent KBR Board Committees: Nominating and Corporate Governance Committee (Chair), Compensation Committee, and Cybersecurity Committee Other Public Company Boards: EOG Resources, Inc., Micron Technology, Inc. (Audit Committee Member and Security Committee Member), and TE Connectivity Ltd. (Audit Committee Member) Current Affiliations: ZOE Empowers (Member) Previous Affiliations: Avantus Federal (Member); The B2B Project (Member); The Board on Army Research and Development of the National Academy of Sciences (Member); First Light Acquisition Group, Inc. (Advisor Partner); Intelligence and National Security Alliance (Member); and State Street Corporation (Director) | | Key Qualifications and Skills: C-Suite Cyber Finance Risk Technology | |

  18. Nominees for Director

    | Prior Business Experience • Chairperson, President and Chief Executive Officer at Engility Holdings Inc. • Corporate Vice President and President of Intelligence, Information and Services at Raytheon Company • Vice President, Engineering, Technology and Quality, Network Centric Systems at Raytheon Company • Vice President and General Manager, Product, Systems Software Division at ADC Telecommunications, Inc. • General Manager, Cable Systems Division at ADC Telecommunications, Inc. • Vice President, Support Engineering and Quality for the Defense Systems and Electronics Group at Texas Instruments, Inc. Education • B.A. (Spanish), Purdue University • B.S. (Technical Management), Purdue University • M.B.A., University of Texas at Dallas |

  19. Nominees for Director

    | | GENERAL LESTER L. LYLES, USAF (RET.) Age: 77 | Director since: 2007 | Chair of the Board since: 2019 | Independent KBR Board Committees: Cybersecurity Committee and Nominating and Corporate Governance Committee Other Public Company Boards: None Current Affiliations: American Institute of Aeronautics and Astronautics (Fellow); Frontier Technology Inc. (Director); National Air and Space Museum Board (Member); National Space Council Users’ Advisory Group administered by NASA (Chairman); JobsOhio (Director); and National Academy of Engineering (Inducted Member) Previous Affiliations: Battelle Memorial Institute (Director); Defense Science Board in the Pentagon (Member); General Dynamics Corporation (Director); International Security Advisory Board at the U.S. Department of State (Member); Precision Castparts Corp. (Director); President’s Intelligence Advisory Board in the White House (Member); and United Services Automobile Association (Chair) | | Key Qualifications and Skills: Cyber Finance Risk Sustainability Veteran | |

  20. Nominees for Director

    | Current Business Experience • Independent Consultant (since 2003) Prior Business Experience • Retired Four-Star General of the U.S. Air Force • Commander of the U.S. Air Force Materiel Command • Vice Chief of Staff of the Headquarters of the U.S. Air Force • Director of the Ballistic Missile Defense Organization • Commander of the Space and Missile Systems Center Education • B.S. (Mechanical Engineering), Howard University • M.S. (Mechanical and Nuclear Engineering), Air Force Institute of Technology Program, New Mexico State University • Defense Systems Management College, Fort Belvoir, Virginia • Armed Forces Staff College, Norfolk, Virginia • National War College, Fort Lesley J. McNair, Washington, D.C. • National and International Security Management Course at Harvard University • Honorary Doctor of Laws degrees from New Mexico State University and Urbana University |

  21. Nominees for Director

    | | SIR JOHN A. MANZONI KCB Age: 64 | Director since: 2022 | Independent KBR Board Committees: Audit Committee and Cybersecurity Committee Other Public Company Boards: Diageo plc (Audit Committee Member; Nomination Committee Member; and Remuneration Committee Member) and SSE plc (Chair; Energy Markets Risk Committee Member; Nomination Committee Chair; Remuneration Committee Member; and Safety, Sustainability, Health and Environment Committee Member) Current Affiliations: Atomic Weapons Establishment (Chair); Chairman Mentors International (Mentor); Saïd Business School at the University of Oxford (Global Leadership Council Member); and World Economic Forum (Global Leader of Tomorrow) Previous Affiliations: Accenture Energy (Advisor); Adamant Ventures (Advisor); Aspen Institute Corporate Values Group (Advisor); BP plc (Director); Leyshon Energy Ltd (Chair); SABMiller plc (Director); and Stanford University Graduate School of Business (Advisor) | | Key Qualifications and Skills: C-Suite Finance Risk Sustainability | |

  22. Nominees for Director

    | Prior Business Experience • Permanent Secretary for the Cabinet Office, U.K. Government • Chief Executive of the Civil Service, U.K. Government • Chief Executive of the Major Projects Authority, U.K. Government • President and Chief Executive Officer at Talisman Energy Inc. • Chief Executive, Refining and Marketing at BP plc • Chief Executive, Gas and Power at BP plc Education • B.S. (Civil Engineering), Imperial College London • M.S. (Petroleum Engineering), Imperial College London • M.S. (Management), Sloan Fellow, Stanford University • Honorary Doctorate, Aberdeen University |

  23. Nominees for Director

    | www.kbr.com | 2024 Proxy Statement 16 |

  24. Nominees for Director

    | | LT. GENERAL WENDY M. MASIELLO, USAF (RET.) Age: 65 | Director since: 2017 | Independent KBR Board Committees: Cybersecurity Committee (Chair), Compensation Committee, and Sustainability and Corporate Responsibility Committee Other Public Company Boards: None Current Affiliations: Acquisition Innovation and Research Center Advisory Panel to the Office of the Under Secretary of Defense for Acquisition and Sustainment (Advisor); Air Force Studies Board of the National Academy of Sciences (Member); EURPAC Service, Inc. (Director); MRIGlobal (Director); National Contract Management Association (Past Chair); Procurement Round Table (Director); Rawls College, Texas Tech University (Advisory Council); Rebuilding Together (Director); StandardAero (Director); and Tlingit Haida Tribal Business Corporation (Director) Previous Affiliations: Public Spend Forum (Advisory Council) | | Key Qualifications and Skills: Cyber Finance Risk Sustainability Technology Veteran | |

  25. Nominees for Director

    | Current Business Experience • Independent Consultant (since 2017) Prior Business Experience • Retired Three-Star General of the U.S. Air Force • Director of the Defense Contract Management Agency • Deputy Assistant Secretary (Contracting), Office of the Assistant Secretary of the Air Force for Acquisition • 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 Education • B.B.A. (Marketing), Texas Tech University • M.S. (Logistics Management), Air Force Institute of Technology • Defense Systems Management College, Fort Belvoir, Virginia • M.S. (National Resource Strategy), Industrial College of the Armed Forces, Fort Lesley J. McNair, Washington, D.C. • Senior Acquisition Course, Industrial College of the Armed Forces, Fort Lesley J. McNair, Washington, D.C. • Joint and Combined Warfighting School, Joint Forces Staff College, Norfolk, Virginia • Harvard Kennedy School’s Senior Managers in Government • CERT Certificate in Cyber-Risk Oversight (March 2024), National Association of Corporate Directors |

  26. Nominees for Director

    | | JACK B. MOORE Age: 70 | Director since: 2012 | Independent KBR Board Committees: Compensation Committee (Chair), Cybersecurity Committee, and Nominating and Corporate Governance Committee Other Public Company Boards: Occidental Petroleum Corporation (Chair; Executive Compensation Committee Chair; and Corporate Governance and Nominating Committee Member) and ProPetro Holding Corp. (Nominating and Corporate Governance Committee Chair; and Compensation Committee Member) Current Affiliations: American Heart Association (Member); MAM (Memorial Assistance Ministries) (Director); and University of Houston System Board of Regents (Member) Previous Affiliations: American Petroleum Institute (Director); Cameron International Corporation (Chair); Rowan Companies plc (Director); United Way of Greater Houston (Executive Committee); and University of Houston’s Board of Visitors (Director) | | Key Qualifications and Skills: C-Suite Finance Risk | |

  27. Nominees for Director

    | Prior Business Experience • Chairman, President and Chief Executive Officer for Cameron International Corporation • President and Chief Operating Officer for Cameron International Corporation • President, Western Hemisphere of Drilling & Production Systems group for Cameron International Corporation • Vice President and General Manager, Western Hemisphere of Drilling & Production Systems group for Cameron International Corporation • Various management positions at Baker Hughes Incorporated Education • B.B.A., University of Houston • Graduate of the Advanced Management Program at Harvard Business School |

  28. Nominees for Director

    | | ANN D. PICKARD Age: 68 | Director since: 2015 | Independent KBR Board Committees: Sustainability and Corporate Responsibility Committee (Chair) and Compensation Committee Other Public Company Boards: Noble Corporation plc (Nominating and Governance Committee Chair and Safety and Sustainability Committee Member) and Woodside Energy Group Ltd. (Human Resources & Compensation Committee Member and Sustainability Committee Chair) Current Affiliations: The University of Wyoming Foundation (Budget/Audit) and Chief Executive Women (Member) Previous Affiliations: Advisory Council of the Eurasia Foundation (Member); Catalyst (Board of Advisors); Global Agenda Council on the Arctic for the World Economic Forum (Member); and Westpac Banking Corporation (Director) | | Key Qualifications and Skills: Cyber Finance Risk Sustainability Technology | |

  29. Nominees for Director

    | Prior Business Experience • Executive Vice President, Arctic for Royal Dutch Shell plc • Executive Vice President and Country Chair, Australia and New Zealand, for Royal Dutch Shell plc • Regional Executive Vice President, Sub Saharan Africa, for Royal Dutch Shell plc • Director, Global Businesses and Strategy and a member of the Shell Gas & Power Executive Committee for Royal Dutch Shell plc • 11-year tenure with Mobil prior to its merger with Exxon • Significant business experience throughout South America, Australia, the countries of the former Soviet Union, the Middle East, and Africa Education • B.A., University of California San Diego • M.A., University of Pennsylvania |

  30. Nominees for Director

    | | CARLOS A. SABATER Age: 65 | Director since: 2021 | Independent KBR Board Committees: Audit Committee and Nominating and Corporate Governance Committee Other Public Company Boards: Pool Corporation (Audit Committee Member and Nominating and Corporate Governance Committee Member) Current Affiliations: FIU Foundation (Director) Previous Affiliations: Chamber of Commerce (Director); DACF Ltd. (Director); Florida International University (Director); Kiwanis Club (Director); PDC Energy, Inc. (Director); and YMCA (Director) | | Key Qualifications and Skills: Finance Risk | |

  31. Nominees for Director

    | Prior Business Experience • Senior Global Partner for Deloitte Touche Tohmatsu Limited (“Deloitte”) • Managing Principal, Americas Region for Deloitte • Global Managing Director Audit and Enterprise Risk Services for Deloitte • Various senior leadership and operational roles over the course of a nearly 40-year career with Deloitte Education • B.B.A. (Accounting and Finance), Florida International University |

  32. Nominees for Director

    | www.kbr.com | 2024 Proxy Statement 18 |

  33. 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 2023. Increases were last made following reviews in November 2021 and October 2022 to bring KBR’s average non-executive director compensation closer to the median of compensation paid by our peers and to reflect the additional two meetings to be held by the Sustainability and Corporate Responsibility Committee every year. Mr. Bradie does not receive any additional compensation for serving on our Board.

  34. Director Compensation

    | Who receives | Amount and type of compensation | How paid | | All non-executive directors | $120,000 annual retainer | Quarterly cash payments made prior to the end of each quarter | | Non-executive Chair of the Board | Additional $200,000 annual retainer | | | Audit Committee Chair | Additional $25,000 annual retainer | | | Compensation Committee Chair | Additional $15,000 annual retainer | | | Cybersecurity Committee Chair | Additional $15,000 annual retainer | | | Nominating and Corporate Governance Committee Chair(1) | Additional $15,000 annual retainer | | | Sustainability and Corporate Responsibility Committee Chair | Additional $15,000 annual retainer | | | All non-executive directors | $170,000 equity award(2) | Annual grant of restricted stock units that vest in full after six months |

  35. Director Compensation

    | (1) If the non-executive Chair of the Board is concurrently serving as the Chair of the Nominating and Corporate Governance Committee, there will be no additional annual retainer for the Nominating and Corporate Governance Committee Chair. | | (2) The number of restricted stock units awarded each non-employee director is equal to $170,000 divided by the closing price of our common stock on the date of grant (rounded up to the next whole share). |

  36. Director Compensation

    | www.kbr.com | 2024 Proxy Statement 42 |

  37. 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 2023 plan year, General Lyles elected to defer 50% of his cash compensation and 100% of his equity compensation into the plan, and 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 December 29, 2023.

  38. Director Compensation

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | | Mark E. Baldwin | 145,000 | 170,052 | — | — | 315,052 | | Lynn A. Dugle | 135,000 | 170,052 | — | — | 305,052 | | Lester L. Lyles(5) | 320,000 | 170,052 | 24,652 | — | 514,705 | | John A. Manzoni | 120,000 | 170,052 | — | — | 290,052 | | Wendy M. Masiello | 131,250 | 170,052 | — | — | 301,302 | | Jack B. Moore | 135,000 | 170,052 | — | — | 305,052 | | Ann D. Pickard | 135,000 | 170,052 | — | — | 305,052 | | Carlos A. Sabater | 120,000 | 170,052 | — | — | 290,052 | | Vincent Stewart | 67,500 | 170,052 | — | — | 237,552 |

  39. Director Compensation

    | (1) Directors who were also full-time officers or employees of KBR received no additional compensation for serving as directors. | | (2) Reflects fees earned in 2023, including fees that may have been deferred into the KBR Non-Employee Directors Elective Deferral Plan. Lt. General Stewart passed away on April 28, 2023, so he did not earn cash retainers for the full year. | | (3) The amounts in column (c) represent the grant date fair value of awards granted in 2023 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 December 29, 2023. Dividends paid on the stock awards are not reported separately in this table because they are already factored into the grant date fair value. All directors were fully vested in their restricted stock units at the end of 2023 because their annual equity awards granted on February 22, 2023, vested in full on August 22, 2023, or with respect to Lt. General Stewart, on the date of his death on April 28, 2023. | | (4) The amount in column (d) reflects the above-market or preferential earnings on nonqualified deferred compensation in General Lyles’s cash retainer account under the KBR Non-Employee Directors Elective Deferral Plan. | | (5) General Lyles elected to defer 50% of his annual cash retainer payable for 2023 into the KBR Non-Employee Directors Elective Deferral Plan. Accordingly, he actually received only half of the amount in column (b) in cash in 2023. |

  40. Key Compensation Decisions for 2023

    | BASE SALARY | SHORT-TERM INCENTIVE (“STI”) PLAN PAYOUT | LONG-TERM INCENTIVE (“LTI”) PLAN PAYOUT | | Each of our NEOs received a 3% raise in 2023 to reflect their strong performances, maintain internal equity, and align with market benchmarks. | 13% negative discretion was applied to the 2023 STI adjusted EPS metric payout percentage result for each of our NEOs to account for share repurchases, including the effect of the cash settlement of warrants on the adjusted share count. | The three-year performance period for the 2021 Long-Term Performance Cash and Stock Awards ended December 31, 2023, and the payouts for each of our NEOs were settled at 200% of target based on job income sold (“JIS”) and relative total stockholder return (“TSR”) performance. |

  41. CEO’S REALIZED COMPENSATION

    | * The LTI Payout for 2021 represents the 100% cash payout of the 2019 KBR Long-Term Performance Cash Award. The LTI Payouts for 2022 and 2023 represent the cash and KBR common stock payouts of the 2020 and 2021 KBR Long-Term Performance Cash and Stock Awards, with the stock valued at the closing prices on December 30, 2022, and December 29, 2023, respectively (the last trading days of the years). | | ** Diluted EPS reflects our net income (loss) divided by the weighted average number of common shares outstanding during the period in addition to common shares that would have been outstanding if potential common shares with a dilutive effect had been issued. Adjusted EPS excludes certain amounts included in diluted EPS. A reconciliation of adjusted EPS to diluted EPS is provided under the section titled “Non-GAAP Financial Information” at the end of this proxy statement. |

  42. KEY CONSIDERATIONS IN DETERMINING EXECUTIVE COMPENSATION

    | • | Pay packages align executives’ interests with our stockholders’ interests; | | • | Performance metrics are sufficiently challenging; | | • | Target pay packages reflect an appropriate mix of short-term and long-term incentives; and | | • | Total compensation, as well as each individual compensation element, is targeted near the 50th percentile of the competitive market for good performance and above the 50th percentile of the competitive market for consistent, outstanding performance, taking into consideration factors like differences in our NEOs’ respective responsibilities compared to responsibilities ascribed to their counterparts at our peers, as well as experience, retention risk, and internal equity. |

  43. POLICIES AND PRACTICES

    | 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 our Compensation Committee determines that an officer or employee has been paid incentive compensation (either cash or equity) based on financial results that are later restated, the Company may seek recovery of any overpayments. • 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. | | No Pledging | • Officers and directors may not pledge KBR stock. | | No Hedging | • Officers and directors may not hedge KBR stock. | | 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. | | 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. |

  44. ROLE OF THE CEO

    | • | recommended performance measures, target goals, and award schedules for short-term and long-term incentive awards, and reviewed performance goals for consistency with our projected 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. |

  45. 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 2023, 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:

  46. ROLE OF INDEPENDENT CONSULTANTS

    | • | A review of CEO pay considerations for 2023; | | • | A review of our short-term and long-term incentive design and peer groups for the 2023-2024 compensation cycle; | | • | Regular updates on notable legislative and regulatory activities; | | • | Competitive market studies of compensation for Senior Executive Management and for non-executive directors; and | | • | A review of the risk profile of our short-term and long-term incentive programs. |

  47. ROLE OF INDEPENDENT CONSULTANTS

    In December 2023, 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:

  48. ROLE OF INDEPENDENT CONSULTANTS

    | • | Whether Meridian provides other services to KBR; | | • | The amount of fees Meridian received from KBR as a percentage of that firm’s total revenue; | | • | Meridian’s policies and procedures that are designed to prevent conflicts of interest; | | • | Whether there is any business or personal relationship between an individual Meridian compensation consultant or other adviser and a member of our Compensation Committee; | | • | 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 | | • | Whether Meridian or any of its principals or employees owns any stock of KBR. |

  49. 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 2023 and approved the continued retention of Meridian for 2024.

  50. PEER GROUPS

    PEER GROUPS In the design and administration of our 2023 executive compensation programs for our Named Executive Officers, our Compensation Committee considered competitive market data from a new peer group (the “Peer Group”) formed by combining our former “Core” and “Diversified” peer groups used in the prior year. As discussed under the section titled “KBR Long-Term Performance Cash and Stock Awards” on page 68, 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 20 companies (five companies overlapped between the former Core and Diversified peer groups) for the 2022-2023 compensation cycle. The Peer Group included ManTech International Corporation despite its acquisition by The Carlyle Group Inc. in September 2022 because ManTech International Corporation’s 2022 proxy statement data was available for the purpose of benchmarking 2023 compensation. ManTech International Corporation was removed from the Peer Group for the 2023-2024 compensation cycle. The Peer Group was formed based on a review considering KBR’s two segments — Government Solutions and Sustainable Technology Solutions, and several factors relating to the constituent companies, including an analysis of certain financial metrics (such as revenue, net assets, market capitalization, enterprise value, and number of employees), business strategies, the effects of corporate transactions, and the availability of market data. The former Core peer group companies, bolded in the table on the next page, have primary operations that involve providing highly technical and professional services to the U.S. government and the engineering, construction, and services industry. The former Diversified peer group companies were generally selected based on revenue, size, complexity, performance, and the nature of their principal business operations, with specific emphasis on engineering and construction, information technology consulting, manufacturing, and government services. Our Compensation Committee believes the former Diversified peer group companies appropriately represent the broad market for key management and technical talent. Combined, we believe these are the companies against which KBR most competes for employees and business.

  51. PEER GROUPS

    | www.kbr.com | 2024 Proxy Statement 58 |

  52. PEER GROUPS

    The Peer Group used for 2023 compensation decisions consisted of the following companies:

  53. PEER GROUPS

    | Company | | | | | (Data in billions — as of 12/31/2022 except as otherwise indicated) | Revenues | Assets | Market Cap | | BAE Systems plc | $21.258 | $31.462 | $31.691 | | Booz Allen Hamilton Holding Corporation(1) | $8.364 | $6.026 | $13.820 | | CACI International Inc.(2) | $6.203 | $6.629 | $7.063 | | Conduent Incorporated | $3.858 | $3.571 | $0.874 | | Dover Corporation | $8.508 | $10.897 | $19.005 | | Flowserve Corporation | $3.615 | $4.791 | $4.010 | | Fluor Corporation | $13.744 | $6.827 | $4.925 | | Gartner, Inc. | $5.476 | $7.300 | $26.563 | | Hubbell Incorporated | $4.948 | $5.403 | $12.604 | | Huntington Ingalls Industries, Inc. | $10.676 | $10.857 | $9.205 | | Jacobs Solutions Inc.(3) | $14.923 | $14.660 | $15.202 | | L3Harris Technologies, Inc. | $17.062 | $33.524 | $39.644 | | Leidos Holdings, Inc. | $14.396 | $13.071 | $14.378 | | ManTech International Corporation(4) | $2.617 | $2.649 | $3.929 | | Parsons Corporation | $4.195 | $4.198 | $4.787 | | Science Applications International Corporation(5) | $7.394 | $5.746 | $6.060 | | Teradata Corporation | $1.917 | $2.169 | $3.427 | | Tetra Tech, Inc. | $3.504 | $2.623 | $7.692 | | Textron Inc. | $12.869 | $16.293 | $14.781 | | The Timken Company | $4.497 | $5.772 | $5.141 | | MEDIAN (INCLUDING KBR) | $6.564 | $6.026 | $7.692 | | KBR, INC. | $6.564(6) | $5.566 | $7.244 |

  54. PEER GROUPS

    | (1) Booz Allen Hamilton Holding Corporation’s revenues and assets are as of 3/31/2022 and market cap is as of 12/31/2022. | | (2) CACI International Inc.’s revenues and assets are as of 6/30/2022 and market cap is as of 12/31/2022. | | (3) Jacobs Solutions Inc.’s revenues and assets are as of 9/30/2022 and market cap is as of 12/31/2022. | | (4) The Peer Group included ManTech International Corporation despite its acquisition by The Carlyle Group Inc. in September 2022 because ManTech International Corporation’s 2022 proxy statement data was available for the purpose of benchmarking 2023 compensation. ManTech International Corporation’s financial data is as of August 31, 2022 (pre-merger). | | (5) Science Applications International Corporation’s revenues and assets are as of 1/31/2022 and market cap is as of 12/31/2022. | | (6) KBR’s revenue does not include our share of revenue from our unconsolidated joint ventures, which was approximately $1.5 billion in 2022. |

  55. 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 2023, 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 2024 compensation with the exception of removing ManTech International Corporation due its acquisition by The Carlyle Group Inc. in September 2022.

  56. Summary of 2023 Target Compensation of Named Executive Officers

    Summary of 2023 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.

  57. Summary of 2023 Target Compensation of Named Executive Officers

    | | | Target 2023 Long-Term Performance Incentives | | | | | | 2023 Base Salary | Target 2023 Short-Term Incentive | Time-Based Restricted Stock Units Target Dollar Amount | Performance Cash and Stock Award Target Dollar Amount | Total Target Amount | | Mr. Bradie | $1,227,500 | $1,718,500 | $2,416,667 | $4,833,333 | $10,196,000 | | Mr. Sopp | $706,003 | $670,703 | $533,333 | $1,066,667 | $2,976,706 | | Mr. Bright | $678,101 | $644,196 | $416,667 | $833,333 | $2,572,297 | | Mr. Ibrahim | $616,455 | $585,632 | $333,333 | $666,667 | $2,202,087 | | Ms. Myles(1) | $490,816 | $466,275 | $283,333 | $566,667 | $1,807,091 |

  58. Summary of 2023 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 2023 base salary was £385,014, and her target 2023 STI was £365,763, but both have been converted to U.S. Dollars in the table above for presentations purposes using the exchange rate of £1 to $1.2748, which was the exchange rate used when presenting her proposed 2023 STI payout in U.S. Dollars to the Compensation Committee for approval in February 2024. See the section titled “KPIs and STI Payout for Ms. Myles” for more information on her 2023 STI payout. |

  59. BASE SALARY

    | | Increase (% of 2022 Base Salary) | 2023 Base Salary | Basis for Decision | | Mr. Bradie | $35,750 | $1,227,500 | Market data alignment, strong performance, and internal equity | | | (3%) | | | | Mr. Sopp | $20,563 | $706,003 | | | | (3%) | | | | Mr. Bright | $19,751 | $678,101 | | | | (3%) | | | | Mr. Ibrahim | $17,955 | $616,455 | | | | (3%) | | | | Ms. Myles(1) | $14,296 | $490,816 | | | | (3%) | | |

  60. SHORT-TERM INCENTIVES (ANNUAL)

    SHORT-TERM INCENTIVES (ANNUAL) Our Compensation Committee established the KBR Senior Executive Performance Pay Plan (the “Performance Pay Plan”) to reward Senior Executive Management for improving financial results for our stockholders by linking cash compensation to the achievement of KBR’s short-term financial performance and individual annual goals. The Performance Pay Plan was created under the stockholder-approved Amended and Restated KBR, Inc. 2006 Stock and Incentive Plan (“KBR Stock and Incentive Plan”), which is described in more detail on page 67.

  61. Incentive Award Opportunities

    Incentive Award Opportunities In December 2022, our Compensation Committee met to determine the 2023 target awards for our Named Executive Officers 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 2023 are shown below.

  62. Incentive Award Opportunities

    | | Threshold –25% (% of Base Salary) | Target – 100% (% of Base Salary) | Maximum – 200% (% of Base Salary) | Increase to Target Award from 2022 | Basis for Decision | | Mr. Bradie | 35% | 140% | 280% | 10% | Market data alignment, strong performance, and internal equity | | Messrs. Sopp, Bright, and Ibrahim | 23.75% | 95% | 190% | 5% | | | Ms. Myles | 23.75% | 95% | 190% | 10% | |

  63. 2023 STI Performance Metrics

    2023 STI Performance Metrics The performance metrics we used for 2023 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 2023 because the STI Plan in effect in 2022 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 2023 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.

  64. 2023 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 2023 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 64 through 66. | | KPIs allow us to reward individual contributions to KBR’s key strategy focus areas. | | KBR Zero Harm / Sustainability Performance Across KBR’s 10 Sustainability Pillars Measures continued progress in KBR’s Zero Harm / sustainability performance across KBR’s 10 sustainability pillars. | | Emphasizing this metric promotes continued progress in KBR’s Zero Harm and sustainability performance across KBR’s 10 sustainability pillars, including KBR safety, inclusion and diversity, community outreach, and environment, all of which promote a sustainable business. |

  65. 2023 STI Performance Metrics

    | www.kbr.com | 2024 Proxy Statement 62 |

  66. Target Performance Goals

    Target Performance Goals When establishing target performance goals for the STI awards for 2023, 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 2023 threshold, target, and maximum performance goals shown in the table below. 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 in February 2024.

  67. 2023 SHORT-TERM INCENTIVES TABLE

    2023 SHORT-TERM INCENTIVES TABLE

  68. 2023 SHORT-TERM INCENTIVES TABLE

    | Performance Metric | Threshold – 25% | Target – 100% | Maximum – 200% | Weight | Metric Payout | | KBR Adjusted EPS(1) | | | | | 61.2% | | KBR Adjusted Consolidated OCF(2) | | | | | 50.0% | | FINANCIAL METRICS FORMULAIC RESULT | | | | | 111.2% | | NEGATIVE DISCRETION(3) | | | | | (13.0%) | | FINANCIAL METRICS PAYOUT(4) | | | | | 98.2% | | Zero Harm / Sustainability(5) | Individual Zero Harm / Sustainability metric results shown on pages 64 through 66 | | | | Noted on pages 64 through 66 | | KPIs | Individual KPIs and metric results shown on pages 64 through 66 | | | | Noted on pages 64 through 66 |

  69. 2023 SHORT-TERM INCENTIVES TABLE

    | (1) The 2023 EPS metric result of $2.91 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. | | (2) The 2023 OCF metric result of $463MM 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. | | (3) See “Negative Discretion” on the next page for more information on the negative discretion applied. | | (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 64 through 66. | | (5) The Zero Harm / Sustainability performance metric was related to continued progress across KBR’s 10 sustainability pillars, including KBR Health, Safety & Security (e.g., reduction in total recordable incident rate), Inclusion & Diversity (e.g., gender and racial/ethnic diversity balance), Community Reach (e.g., KBR’s Charity Golf Tournament), and Climate Change and Action (e.g., sustainable process technologies that help KBR’s customers reach their own sustainability and decarbonization goals). The Threshold, Target and Maximum performance goals of ME, SE, and EE, respectively, are a discretionary rating system. ME = Meets Expectations; SE= Surpasses Expectations; EE= Exceeds Expectations. |

  70. 2023 SHORT-TERM INCENTIVES TABLE

    | Negative Discretion With support from our ELT, our Compensation Committee exercised negative discretion to reduce the 2023 adjusted EPS metric payout percentage from 61.2% to 48.2% to account for share repurchases, including the effect of the cash settlement of warrants on the adjusted share count. |

  71. KPIs and STI Payout for Mr. Bradie

    KPIs and STI Payout for Mr. Bradie

  72. KPIs and STI Payout for Mr. Bradie

    | Target Payout $1,718,500 (Base Salary x 140%) | Actual Payout $2,490,107 (Target Payout x 144.9%) | | Financial Metrics Payout $1,687,567 98.2% | | Zero Harm / Sustainability Payout $343,700 20% | | KPI Payout $458,840 26.7% |

  73. KPIs and STI Payout for Mr. Bradie

    Our Board of Directors determined that Mr. Bradie earned a 133.3% metric result—in between target and maximum level achievement —with respect to his 2023 KPIs, which resulted in a 26.7% payout for the KPI portion of his STI payout. The determination was based on evaluation of Mr. Bradie’s 2023 KPI achievements:

  74. KPIs and STI Payout for Mr. Bradie

    | • | Drove further growth in earnings, backlog, cash conversion, and margins in KBR’s Sustainable Technology Solutions business | | • | Supported further progress on the HomeSafe Alliance program, including through strong customer and partner engagement | | • | Continued to develop and support executive leadership team succession planning |

  75. 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 2023 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’s 2023 Zero Harm / Sustainability achievements:

  76. KPIs and STI Payout for Mr. Bradie

    | • | Drove KBR’s leading sustainability performance with associated increases to ESG ratings | | • | Sustained industry leading safety performance with year-on-year improvements | | • | Visibly led Inclusion & Diversity across KBR, with resulting improvement in reputation for belonging and equality |

  77. KPIs and STI Payout for Mr. Sopp

    KPIs and STI Payout for Mr. Sopp

  78. KPIs and STI Payout for Mr. Sopp

    | Target Payout $670,703 (Base Salary x 95%) | Actual Payout $960,446 (Target Payout x 143.2%) | | Financial Metrics Payout $658,630 98.2% | | Zero Harm / Sustainability Payout $67,070 10% | | KPI Payout $234,746 35% |

  79. 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 2023 KPIs, which resulted in a 35% payout for the KPI portion of his STI payout. The determination was based on evaluation of Mr. Sopp’s 2023 KPI achievements:

  80. KPIs and STI Payout for Mr. Sopp

    | • | Provided leadership for successful Deltek Costpoint rollout for KBR’s Corporate organization for improved alignment and efficiency across businesses | | • | Drove upgrade and application of MS Dynamics to KBR’s UK consulting business and prepared to apply MS Dynamics for KBR’s Government Solutions International and Sustainable Technology Solutions business groups | | • | Delivered support for HomeSafe Alliance program, including through resourcing and internal controls | | • | Continued succession planning and development in finance functions | | • | Drove implementation of payroll modernization project |

  81. KPIs and STI Payout for Mr. Sopp

    Our Compensation Committee determined that Mr. Sopp earned a 100% metric result—target level achievement—with respect to his 2023 Zero Harm / Sustainability performance, which resulted in a 10% payout for the Zero Harm / Sustainability portion of his STI payout. The determination was based on Mr. Sopp’s 2023 Zero Harm / Sustainability achievements:

  82. KPIs and STI Payout for Mr. Sopp

    | • | Demonstrated visible leadership of Zero Harm safety performance through site visits | | • | Continued to support an inclusive culture and diverse workforce throughout KBR’s Finance organization |

  83. KPIs and STI Payout for Mr. Sopp

    | www.kbr.com | 2024 Proxy Statement 64 |

  84. KPIs and STI Payout for Mr. Bright

    KPIs and STI Payout for Mr. Bright

  85. KPIs and STI Payout for Mr. Bright

    | Target Payout $644,196 (Base Salary x 95%) | Actual Payout $825,859 (Target Payout x 128.2%) | | Financial Metrics Payout $632,600 98.2% | | Zero Harm / Sustainability Payout $64,420 10% | | KPI Payout $128,839 20% |

  86. KPIs and STI Payout for Mr. Bright

    Our Compensation Committee determined that Mr. Bright earned a 100% metric result—target level achievement—with respect to his 2023 KPIs, which resulted in a 20% payout for the KPI portion of his STI payout. The determination was based on evaluation of Mr. Bright’s 2023 KPI achievements:

  87. KPIs and STI Payout for Mr. Bright

    | • | Led startup of HomeSafe Alliance program, including implementation of a technology solution and further development of long-term strategic plan | | • | Drove KBR’s growth and backlog through strategic efforts in cybersecurity, FedCiv, Intel, GSI, and sustainability. Strategized KBR’s scale for early client and congressional engagement to shape and improve new sales opportunities | | • | Built Team of Teams between KBR’s Government Solutions International and Government Solutions US business groups and led efforts to develop revenue generating opportunities to help governments around the world meet their sustainability targets | | • | Supported global simplification, automation, and digitalization of KBR’s internal supply chain. Engaged outside of KBR’s Government Solutions US business group for impacts internationally and within KBR’s commercial business | | • | Drove global standards and harmonization in KBR’s supply chain to deliver value creation efforts for the business leaders |

  88. KPIs and STI Payout for Mr. Bright

    Our Compensation Committee determined that Mr. Bright earned a 100% metric result—target level achievement—with respect to his 2023 Zero Harm / Sustainability performance, which resulted in a 10% payout for the Zero Harm / Sustainability portion of his STI payout. The determination was based on Mr. Bright’s 2023 Zero Harm / Sustainability achievements:

  89. KPIs and STI Payout for Mr. Bright

    | • | Established global standards to support sustainability goals for KBR’s supply chain | | • | Continued leadership of safety culture across Government Solutions US businesses | | • | Drove successful implementation of Inclusion & Diversity improvement plans for Government Solutions US businesses |

  90. KPIs and STI Payout for Mr. Ibrahim

    KPIs and STI Payout for Mr. Ibrahim

  91. KPIs and STI Payout for Mr. Ibrahim

    | Target Payout $585,632 (Base Salary x 95%) | Actual Payout $926,470 (Target Payout x 158.2%) | | Financial Metrics Payout $575,091 98.2% | | Zero Harm / Sustainability Payout $117,126 20% | | KPI Payout $234,253 40% |

  92. 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 2023 KPIs, which resulted in a 40%payout for the KPI portion of his STI payout. The determination was based on evaluation of Mr. Ibrahim’s 2023 KPI achievements:

  93. KPIs and STI Payout for Mr. Ibrahim

    | • | Collaborated with KBR’s Team of Teams to support heritage Government business group clients, Sustainable Technology Solutions business group clients, and new clients | | • | Implemented One KBR program in KBR’s Saudi Arabia and Australia offices to drive synergies and revenues | | • | Led investments in people, project controls, training, and Inclusion & Diversity to support delivery and execution excellence in energy security and energy transition projects | | • | Continued succession planning and development in the Sustainable Technology Solutions business |

  94. 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 2023 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’s 2023 Zero Harm / Sustainability achievements:

  95. KPIs and STI Payout for Mr. Ibrahim

    | • | Visible leadership of safety culture across multiple countries in Sustainable Technology Solutions businesses and other KBR locations | | • | Achieved improvement in gender balance in Sustainable Technology Solutions with personal sponsorship of diverse talent | | • | Continued promotion and growth of KBR solutions with customers, resulting in improved environmental impact |

  96. KPIs and STI Payout for Ms. Myles

    KPIs and STI Payout for Ms. Myles

  97. KPIs and STI Payout for Ms. Myles

    | Target Payout $466,275 (Base Salary(1) x 95%) | Actual Payout $675,166 (Target Payout x 144.8%) | | Financial Metrics Payout $457,882 98.2% | | Zero Harm / Sustainability Payout $93,255 20% | | KPI Payout $124,029 26.6% |

  98. 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 2023 base salary was £385,014, so her target STI payout was £365,763. 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 $1.2748, which was the exchange rate used when presenting her proposed 2023 STI payout in U.S. Dollars to the Compensation Committee for approval in February 2024. |

  99. KPIs and STI Payout for Ms. Myles

    Our Compensation Committee determined that Ms. Myles earned a 133% metric result—in between target and maximum level achievement—with respect to her 2023 KPIs, which resulted in a 26.6% payout for the KPI portion of her STI payout. The determination was based on evaluation of Ms. Myles’s 2023 KPI achievements:

  100. KPIs and STI Payout for Ms. Myles

    | • | Addressed global employee survey feedback on benefits | | • | Continued development and implementation of early career development strategy | | • | Developed and implemented plan to support middle managers | | • | Implemented internal career fairs and other initiatives to support internal talent mobility | | • | Supported implementation of new payroll platform in the US and UK and selection of payroll platform solution for the rest of KBR |

  101. 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 2023 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 2023 Zero Harm / Sustainability achievements:

  102. KPIs and STI Payout for Ms. Myles

    | • | Visible leadership of safety culture through multiple site visits and leadership of mental health and fitness program | | • | Continued implementation of Inclusion & Diversity strategy, including personal engagement with Employee Resource Groups | | • | Supported improved ESG rankings through increase in Social ratings as a result of People Strategy implementation |

  103. KPIs and STI Payout for Ms. Myles

    | No Changes Made to KBR’s 2024 STI Plan No changes were made to the design of the STI Plan for 2024 because the STI Plan in effect in 2023 is still considered to be aligned with the interests of KBR and our stockholders. |

  104. KPIs and STI Payout for Ms. Myles

    | www.kbr.com | 2024 Proxy Statement 66 |

  105. Long-Term Performance Incentives

    Long-Term Performance Incentives Under the KBR Stock and Incentive Plan, our Compensation Committee made grants to our Named Executive Officers in 2023 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 2023 grants to the NEOs.

  106. KBR STOCK AND INCENTIVE PLAN

    KBR STOCK AND INCENTIVE PLAN We use long-term performance incentives to achieve three objectives:

  107. KBR STOCK AND INCENTIVE PLAN

    | • | reward consistent value creation and achievement of operating performance goals; | | • | align management’s interests with stockholders’ interests; and | | • | encourage long-term perspectives and commitment. |

  108. 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 nonqualified and incentive stock options, restricted stock/units, performance shares/units, stock appreciation rights, and stock value equivalents (also known as phantom stock). 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 awards. Our Compensation Committee met in December 2022 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 long-term incentive awards to Senior Executive Management. The Compensation Committee met again in February 2023 to review and approve the amount and mix of long-term incentive awards to be granted to our Named Executive Officers.

  109. TARGET AWARD LEVELS

    TARGET AWARD LEVELS For purposes of establishing the target dollar value of the long-term incentive awards, our Compensation Committee requested that Meridian review our NEOs’ long-term incentive compensation as part of its engagement to advise the Compensation Committee on all executive compensation matters. Based on this review and related information about our peer groups, in February 2023, our Compensation Committee approved the grant of the following long-term incentive target dollar values to our NEOs:

  110. TARGET AWARD LEVELS

    | | 2023 Long-Term Incentive Target Dollar Value of Award | Increase (% of Target 2022 Long-Term Incentive Award) | Basis for Decision | | Mr. Bradie | $7,250,000 | $250,000 (3.6%) | | | Mr. Sopp | $1,600,000 | $100,000 (6.6%) | | | Mr. Bright | $1,250,000 | $0 (0%) | Market data alignment | | Mr. Ibrahim | $1,000,000 | $0 (0%) | | | Ms. Myles | $850,000 | $0 (0%) | |

  111. 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.

  112. 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. In response to our stockholders’ feedback and in consultation with Meridian, our Compensation Committee decided to replace the job income sold (“JIS”) performance metric of the KBR Long-Term Performance Cash and Stock Awards with a B2B performance metric. This change was effective beginning with awards granted in 2022. The JIS performance metric remained in place for the three-year performance periods of the 2020 and 2021 KBR Long-Term Performance Cash and Stock Awards. For the awards granted to our NEOs in February 2023, our Compensation Committee selected relative TSR and B2B, each weighted 50%, as described below. For the 2023 grants, TSR and B2B will be measured over a three-year performance period beginning January 1, 2023, and ending December 31, 2025. 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 TSR and B2B 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. Prior to 2020, these long-term awards were settled entirely in cash. However, consistent with the change made in 2020 in response to stockholders’ preference for a compensation program more heavily weighted in stock, our 2023 awards for the NEOs will be settled in a mix of cash and stock, as described below.

  113. 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. | | • | 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. |

  114. KBR LONG-TERM PERFORMANCE CASH AND STOCK AWARDS

    | www.kbr.com | 2024 Proxy Statement 68 |

  115. 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 | | • | use each company’s 12 quarterly TSRs to calculate the company’s average TSR for the performance period | | • | rank KBR’s average TSR (calculated in the same manner) against those results |

  116. TSR Peer Group Percentile and TSR Payout Percentage Table for 2023 Awards

    TSR Peer Group Percentile and TSR Payout Percentage Table for 2023 Awards

  117. TSR Peer Group Percentile and TSR Payout Percentage Table for 2023 Awards

    | Performance Level | 2023-2025 3-YR TSR Ranking | TSR Percentile | TSR Payout | | | 1 | 100.0% | 200.0% | | Maximum | 2 | 94.7% | 200.0% | | | 3 | 89.5% | 198.8% | | | 4 | 84.2% | 185.5% | | | 5 | 78.9% | 172.3% | | | 6 | 73.7% | 159.3% | | | 7 | 68.4% | 146.0% | | | 8 | 63.2% | 133.0% | | | 9 | 57.9% | 119.8% | | Target | 10 | 52.6% | 106.5% | | | 11 | 47.4% | 93.5% | | | 12 | 42.1% | 80.3% | | | 13 | 36.8% | 67.0% | | | 14 | 31.6% | 54.0% | | | 15 | 26.3% | 40.8% | | Threshold | 16 | 21.1% | 27.8% | | | 17 | 15.8% | 0.0% | | | 18 | 10.5% | 0.0% | | | 19 | 5.3% | 0.0% | | | 20 | 0.0% | 0.0% |

  118. B2B METRIC

    | | Threshold | Target | Maximum | | Performance Goal | 0.90 | 1.00 | ≥ 1.10 | | Payout %* | 25% | 100% | 200% |

  119. B2B METRIC

    | * For a result between threshold and target and target and maximum, the payout is determined by linear interpolation. |

  120. RESULTS AND PAYOUTS FOR AWARDS FOR THE 2021-2023 PERFORMANCE PERIOD

    RESULTS AND PAYOUTS FOR AWARDS FOR THE 2021-2023 PERFORMANCE PERIOD In February 2024, our Compensation Committee certified the results for the KBR Long-Term Performance Cash and Stock Awards that were granted on March 1, 2021, based on the achievement of TSR and JIS performance goals. Our average three-year TSR from January 1, 2021, until December 31, 2023, was 19.1% and ranked first among our TSR Peer Group that period, resulting in a 200% payout for the 2021 awards. The original 2021 TSR Peer Group of 11 companies (including KBR) was reduced to nine companies due to the removal of ManTech International Corporation and Perspecta Inc. because they were acquired by other companies. As a result, the TSR percentiles and payout percentages were adjusted for the change in the number of companies.

  121. RESULTS AND PAYOUTS FOR AWARDS FOR THE 2021-2023 PERFORMANCE PERIOD

    | Company | 2021-2023 3-YR TSR Rank | Average 3-YR TSR | | KBR, Inc. | 1 | 19.1% | | Parsons Corporation | 2 | 12.4% | | Fluor Corporation | 3 | 11.7% | | Jacobs Solutions Inc. | 4 | 5.7% | | CACI International Inc | 5 | 5.1% | | Booz Allen Hamilton Holding Corporation | 6 | 4.0% | | Science Applications International Corporation | 7 | 3.2% | | Leidos Holdings, Inc. | 8 | (0.6)% | | Unisys Corporation | 9 | (5.0)% |

  122. RESULTS AND PAYOUTS FOR AWARDS FOR THE 2021-2023 PERFORMANCE PERIOD

    JIS performance for each of the three years in the performance period exceeded the maximum goals:

  123. RESULTS AND PAYOUTS FOR AWARDS FOR THE 2021-2023 PERFORMANCE PERIOD

    | • | JIS for 2021 was $1,043MM, which was above the maximum goal of $990MM | | • | JIS for 2022 was $1,114MM, which was above the maximum goal of $1,100MM | | • | JIS for 2023 was $1,372MM, which was above the maximum goal of $1,348MM |

  124. RESULTS AND PAYOUTS FOR AWARDS FOR THE 2021-2023 PERFORMANCE PERIOD

    Because KBR achieved maximum JIS performance for all three years, the average JIS payout ratio for the three-year performance period was 200%.

  125. Payout Table for 2021-2023 KBR Long-Term Performance Cash and Stock Award Period

    Payout Table for 2021-2023 KBR Long-Term Performance Cash and Stock Award Period

  126. Payout Table for 2021-2023 KBR Long-Term Performance Cash and Stock Award Period

    | 2021 Long-Term Performance Cash and Stock Award | | | | Average Total Stockholder Return 2021-2023 | | Job Income Sold 2021-2023 | | | Named Executive Officer | Target Performance Cash and Stock Award ($) | Target TSR- Related Shares of Stock* (#) | Target JIS- Related Cash Units ($) | Avg TSR Payout (%) | Actual Avg TSR Payout in Shares of Stock (#) | Avg JIS Payout Ratio Payout (%) | Actual Avg JIS Payout Ratio Payout in Cash ($) | | Mr. Bradie | 4,166,667 | 66,159 | 2,083,334 | 200 | 132,318 | 200 | 4,166,668 | | Mr. Sopp | 1,000,000 | 15,879 | 500,000 | 200 | 31,758 | 200 | 1,000,000 | | Mr. Bright | 766,667 | 12,174 | 383,334 | 200 | 24,348 | 200 | 766,668 | | Mr. Ibrahim | 666,667 | 10,586 | 333,334 | 200 | 21,172 | 200 | 666,668 | | Ms. Myles | 533,333 | 8,469 | 266,667 | 200 | 16,938 | 200 | 533,334 |

  127. Payout Table for 2021-2023 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 March 1, 2021, and the closing price of a share of KBR common stock on that date was $31.49. |

  128. KBR RESTRICTED STOCK UNITS

    KBR RESTRICTED STOCK UNITS The KBR Restricted Stock Units granted to our NEOs in 2023 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. 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 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 Named Executive Officer by dividing the portion of the total target long-term incentive award allocated to KBR restricted stock units (33⅓%) by $55.70, 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 2023 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. On February 21, 2024, our Compensation Committee determined that 2023 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.

  129. KBR RESTRICTED STOCK UNITS

    | No Changes Made to KBR’s 2024 Long-Term Incentive Awards | | No changes were made to the design of the LTI Plan for 2024 because the LTI Plan in effect in 2023 is still considered to be aligned with the interests of KBR and our stockholders. The TSR Peer Group for the 2024 LTI Plan includes the same companies used to benchmark the 2024 executive compensation for our NEOs. |

  130. KBR RESTRICTED STOCK UNITS

    | www.kbr.com | 2024 Proxy Statement 72 |

  131. 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. 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. 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.

  132. 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 “2023 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, to Mr. Ibrahim in May 2015, to Mr. Sopp in February 2017, and to Mr. Bright and Ms. Myles in January 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:

  133. 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; | | • | Double-trigger change-in-control termination benefits (after a change in control); and | | • | Death, disability, and retirement benefits. |

  134. 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.

  135. ANNUAL AWARDS OF RESTRICTED STOCK UNITS AND STOCK OPTIONS

    ANNUAL AWARDS OF RESTRICTED STOCK UNITS AND STOCK OPTIONS Annual stock awards approved by our Compensation Committee are generally effective two business days after KBR files a Form 10-K with the SEC in the first quarter of the grant year. 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.

  136. 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.

  137. Summary Compensation

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Stuart J. B. Bradie President & CEO | 2023 | 1,226,983 | 4,630,378 | 6,656,775 | 11,507 | 134,277 | 12,659,920 | | | 2022 | 1,191,360 | 4,641,028 | 6,645,508 | 13,229 | 125,910 | 12,617,035 | | | 2021 | 1,169,966 | 4,256,264 | 6,483,267 | 10,284 | 104,566 | 12,024,347 | | Mark W. Sopp EVP & CFO | 2023 | 705,223 | 1,021,917 | 1,960,446 | 3,583 | 50,844 | 3,742,013 | | | 2022 | 684,188 | 994,516 | 1,987,034 | 3,757 | 37,630 | 3,707,125 | | | 2021 | 652,808 | 1,021,530 | 1,822,129 | 2,541 | 35,535 | 3,534,543 | | W. Byron Bright, Jr. President, Government Solutions U.S. | 2023 | 677,362 | 798,358 | 1,592,527 | 2,857 | 62,067 | 3,133,171 | | | 2022 | 657,156 | 828,763 | 1,496,189 | 2,859 | 51,144 | 3,036,112 | | | 2021 | 624,823 | 783,176 | 1,488,169 | 1,863 | 47,643 | 2,945,674 | | J. Jay Ibrahim President, Sustainable Technology Solutions | 2023 | 615,780 | 638,698 | 1,593,138 | 3,238 | 48,868 | 2,899,722 | | | 2022 | 597,423 | 663,011 | 1,528,508 | 3,544 | 47,858 | 2,840,344 | | | 2021 | 568,030 | 681,020 | 1,430,046 | 2,493 | 48,225 | 2,729,814 | | Jennifer C. Myles EVP & CPO | 2023 | 479,195 | 542,879 | 1,208,500 | — | 64,538 | 2,295,112 | | | 2022 | 486,144 | 563,578 | 1,080,472 | — | 60,870 | 2,191,064 |

  138. Summary Compensation

    | (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 Named Executive Officers participate in the KBR Elective Deferral Plan. | | (6) The amounts shown in column (g) above include the following: |

  139. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information regarding awards in 2023 under the KBR Senior Executive Performance Pay Plan and the KBR Stock and Incentive Plan.

  140. Grants of Plan-Based Awards

    | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number Of Shares Of Stock Or Units (#)(3) | Grant Date Fair Value Of Stock And Option Awards ($)(4) | | Name | Grant Type(1) | Grant Date | Approval Date | Number Of Non-Equity Incentive Plan Units Granted | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | (m) | | Stuart J. B. Bradie | STI | — | — | — | 429,625 | 1,718,500 | 3,437,000 | — | — | — | — | — | | | PAs-TSR | 2/22/2023 | 2/10/2023 | — | — | — | — | 604,167 | 2,416,666 | 4,833,332 | — | 2,213,666 | | | PAs-B2B | 2/22/2023 | 2/10/2023 | 2,416,667 | 604,167 | 2,416,667 | 4,833,334 | — | — | — | — | — | | | RSUs | 2/22/2023 | 2/10/2023 | — | — | — | — | — | — | — | 43,388 | 2,416,712 | | Mark W. Sopp | STI | — | — | — | 167,676 | 670,703 | 1,341,406 | — | — | — | — | — | | | PAs-TSR | 2/22/2023 | 2/10/2023 | — | — | — | — | 133,333 | 533,333 | 1,066,666 | — | 488,533 | | | PAs-B2B | 2/22/2023 | 2/10/2023 | 533,334 | 133,334 | 533,334 | 1,066,668 | — | — | — | — | — | | | RSUs | 2/22/2023 | 2/10/2023 | — | — | — | — | — | — | — | 9,576 | 533,383 | | W. Byron Bright, Jr. | STI | — | — | — | 161,049 | 644,196 | 1,288,392 | — | — | — | — | — | | | PAs-TSR | 2/22/2023 | 2/10/2023 | — | — | — | — | 104,167 | 416,666 | 833,332 | — | 381,666 | | | PAs-B2B | 2/22/2023 | 2/10/2023 | 416,667 | 104,167 | 416,667 | 833,334 | — | — | — | — | — | | | RSUs | 2/22/2023 | 2/10/2023 | — | — | — | — | — | — | — | 7,481 | 416,692 | | J. Jay Ibrahim | STI | — | — | — | 146,408 | 585,632 | 1,171,265 | — | — | — | — | — | | | PAs-TSR | 2/22/2023 | 2/10/2023 | — | — | — | — | 83,333 | 333,333 | 666,666 | — | 305,333 | | | PAs-B2B | 2/22/2023 | 2/10/2023 | 333,334 | 83,334 | 333,334 | 666,668 | — | — | — | — | — | | | RSUs | 2/22/2023 | 2/10/2023 | — | — | — | — | — | — | — | 5,985 | 333,365 |

  141. Grants of Plan-Based Awards

    | www.kbr.com | 2024 Proxy Statement 80 |

  142. Grants of Plan-Based Awards

    | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number Of Shares Of Stock Or Units (#)(3) | Grant Date Fair Value Of Stock And Option Awards ($)(4) | | Name | Grant Type(1) | Grant Date | Approval Date | Number Of Non-Equity Incentive Plan Units Granted | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | (m) | | Jennifer C. Myles | STI | — | — | — | 116,569 | 466,275 | 932,550 | — | — | — | — | — | | | PAs-TSR | 2/22/2023 | 2/10/2023 | — | — | — | — | 70,833 | 283,333 | 566,666 | — | 259,533 | | | PAs-B2B | 2/22/2023 | 2/10/2023 | 283,334 | 70,834 | 283,334 | 566,668 | — | — | — | — | — | | | RSUs | 2/22/2023 | 2/10/2023 | — | — | — | — | — | — | — | 5,087 | 283,346 |

  143. Grants of Plan-Based Awards

    | (1) During fiscal year 2023, the Named Executive Officers 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. | | (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 2023 STI payouts are calculated using the Participant’s annual base salary as determined on January 1, 2023 (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). 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 2023 annual base salary was £385,014. Ms. Myles’s 2023 threshold, target, and maximum potential STI payouts in the table above have been converted to U.S. Dollars for presentations purposes using the exchange rate of £1 to $1.2748, which was the exchange rate used when presenting her proposed 2023 STI payout in U.S. Dollars to the Compensation Committee for approval in February 2024. 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 2023. | | (3) The restricted stock units in column (l) vest equally over three years. | | (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 of $55.70 and are calculated for PAs based on each PA unit having a grant date fair value of $0.916. These amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC 718. |

  144. 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

  145. 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 December 29, 2023.

  146. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: # of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: # of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | (a) | | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Stuart J. B. Bradie(6) | 2/22/2023 | — | — | — | — | — | 43,388 | 2,404,129 | 43,388 | 4,808,258 | | | 2/24/2022 | — | — | — | — | — | 32,367 | 1,793,455 | 48,551 | 5,380,422 | | | 3/01/2021 | — | — | — | — | — | 22,053 | 1,221,957 | — | — | | TOTAL | | — | — | — | — | — | 97,808 | 5,419,541 | 91,939 | 10,188,680 | | Mark W. Sopp(6) | 2/22/2023 | — | — | — | — | — | 9,576 | 530,606 | 9,576 | 1,061,212 | | | 2/24/2022 | — | — | — | — | — | 6,936 | 384,324 | 10,404 | 1,152,971 | | | 3/01/2021 | — | — | — | — | — | 5,293 | 293,285 | — | — | | TOTAL | | — | — | — | — | — | 21,805 | 1,208,215 | 19,980 | 2,214,183 | | W. Byron Bright, Jr.(6) | 2/22/2023 | — | — | — | — | — | 7,481 | 414,522 | 7,481 | 829,044 | | | 2/24/2022 | — | — | — | — | — | 5,780 | 320,270 | 8,670 | 960,809 | | | 3/01/2021 | — | — | — | — | — | 4,058 | 224,854 | — | — | | TOTAL | | — | — | — | — | — | 17,319 | 959,646 | 16,151 | 1,789,853 | | J. Jay Ibrahim | 2/22/2023 | — | — | — | — | — | 5,985 | 331,629 | 5,985 | 663,258 | | | 2/24/2022 | — | — | — | — | — | 4,624 | 256,216 | 6,936 | 768,648 | | | 3/01/2021 | — | — | — | — | — | 3,529 | 195,542 | — | — | | | 5/14/2015 | 22,190 | — | — | 18.30 | 5/14/2025 | — | — | — | — | | TOTAL | | 22,190 | — | — | — | — | 14,138 | 783,387 | 12,921 | 1,431,906 | | Jennifer C. Myles(6) | 2/22/2023 | — | — | — | — | — | 5,087 | 281,871 | 5,087 | 563,741 | | | 2/24/2022 | — | — | — | — | — | 3,931 | 217,817 | 5,896 | 653,395 | | | 3/01/2021 | — | — | — | — | — | 2,823 | 156,422 | — | — | | TOTAL | | — | — | — | — | — | 11,841 | 656,110 | 10,983 | 1,217,136 |

  147. Outstanding Equity Awards at Fiscal Year End

    | (1) The awards granted consist of RSUs, performance awards based on relative TSR, or options under the KBR Stock and Incentive Plan. | | (2) With respect to the RSUs granted on March 1, 2021, February 24, 2022, and February 22, 2023, for all NEOs, the units generally vest at a rate of 33⅓% 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 2021, 2022, and 2023 was a successful year for KBR. The Compensation Committee determined that all three years were successful. | | (3) Market value in this table is based upon a fair market value of $55.41 per share, the closing price for KBR common stock on December 29, 2023 (the last trading day of the year). | | (4) This column includes the 50% portions of the performance awards granted in 2022 and 2023 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. | | (5) This column includes the values of the TSR-based portions of the performance awards granted in 2022 and 2023, which are calculated by multiplying the market value based upon a fair market value of $55.41 per share for KBR common stock, the closing price on December 29, 2023 (the last trading day of the year), by the maximum number of shares of KBR common stock deliverable under the TSR-based portions of the performance awards granted in 2022 and 2023, which is equal to the product of twice 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. | | (6) Mr. Sopp and Ms. Myles were not granted any options because they joined KBR after we ceased granting options to employees in 2016. Mr. Bradie exercised all his options in 2023. Mr. Bright exercised all his remaining options in 2021. |

  148. Outstanding Equity Awards at Fiscal Year End

    | www.kbr.com | 2024 Proxy Statement 84 |

  149. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows information for 2023 regarding the exercise of stock options and the vesting of restricted stock and restricted stock units.

  150. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | (a) | (b) | (c) | (d) | (e) | | Stuart J. B. Bradie | 123,176 | 5,296,572 | 195,846 | 10,849,967 | | Mark W. Sopp | — | — | 46,589 | 2,581,000 | | W. Byron Bright, Jr. | — | — | 35,343 | 1,957,930 | | J. Jay Ibrahim | — | — | 31,059 | 1,720,649 | | Jennifer C. Myles | — | — | 40,691 | 2,325,547 |

  151. 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. | | (2) Represents the number of restricted stock units (“RSUs”) and performance stock units (“PSUs”) that vested during the fiscal year 2023 and a portion of the cash and stock performance awards (“PAs”) granted in 2021 that vested on December 31, 2023. The amounts included under columns (d) and (e) above attributable to the PAs granted in 2021 reflect the TSR-based portion of such PAs that is settled in shares of KBR common stock. For Mr. Bradie, 50,822 RSUs, 12,706 PSUs, and 132,318 PAs vested. For Mr. Sopp, 11,865 RSUs, 2,966 PSUs, and 31,758 PAs vested. For Mr. Bright, 8,796 RSUs, 2,199 PSUs, and 24,348 PAs vested. For Mr. Ibrahim, 7,911 RSUs, 1,976 PSUs, and 21,172 PAs vested. For Ms. Myles, 21,904 RSUs, 1,849 PSUs, and 16,938 PAs vested. The JIS-based portion of the PAs that vested in fiscal year 2023 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 2023. | | (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 2021 PAs at the end of the three-year performance period on December 31, 2023, computed by multiplying the product of the target number of shares of KBR common stock granted and the TSR metric payout percentage of 200% (i.e., the number of shares of KBR common stock earned) by the closing price of common stock on December 29, 2023 (the last trading day of the year). The TSR metric payout percentage of 200% was certified by our Board, with respect to Mr. Bradie, and Compensation Committee, with respect to our other NEOs, on February 21, 2024. The value realized on the TSR-based portion of the 2021 PAs on the date of certification for each NEO is as follows: Mr. Bradie, $7,785,591; Mr. Sopp, $1,868,641; Mr. Bright, $1,432,636; Mr. Ibrahim, $1,245,760; and Ms. Myles, $996,632. |

  152. Pension Benefits

    Pension Benefits Our Named Executive Officers did not participate in a KBR sponsored pension plan required to be reported under the Pension Benefits table.

  153. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table provides information regarding each Named Executive Officer’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.

  154. Nonqualified Deferred Compensation

    | Name | Plan | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(4) | | (a) | | (b) | (c) | (d) | (e) | (f) | | Stuart J. B. Bradie | Elective Deferral | — | — | — | — | — | | | Restoration | — | 49,334 | 34,878 | — | 553,756 | | Mark W. Sopp | Elective Deferral | — | — | — | — | — | | | Restoration | — | 20,637 | 10,067 | — | 166,178 | | W. Byron Bright, Jr. | Elective Deferral | — | — | — | — | — | | | Restoration | — | 19,105 | 7,997 | — | 134,732 | | J. Jay Ibrahim | Elective Deferral | — | — | — | — | — | | | Restoration | — | 15,718 | 9,126 | — | 147,640 | | Jennifer C. Myles | Elective Deferral | — | — | — | — | — | | | Restoration | — | — | — | — | — |

  155. 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. | | (2) The amounts in column (c) are reported as compensation for 2023 in column (g) of the Summary Compensation Table. | | (3) Only the above-market earnings in column (d) are reported as compensation for 2023 in column (f) of the Summary Compensation Table. | | (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 2023 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 each NEO are as follows: Mr. Bradie, $146,482; Mr. Sopp, $61,446; Mr. Bright, $56,889; and Mr. Ibrahim, $47,201. 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. |

  156. 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 the Summary Compensation Table. Earnings for the Benefit Restoration Plan that are applicable to allocation years prior to January 1, 2024, are credited based on a legacy bond fund in the KBR Elective Deferral Plan, which had a 2023 yield that exceeded 120% of the applicable Federal long-term rate. That preferential interest is recorded in the Summary Compensation Table. In 2023, our Named Executive Officers received awards under the Benefit Restoration Plan in the amounts shown in the footnotes to 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.

  157. NARRATIVE DISCLOSURE TO NONQUALIFIED DEFERRED COMPENSATION TABLE

    | www.kbr.com | 2024 Proxy Statement 86 |

  158. 2023 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    2023 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  159. 2023 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Executive | Benefits(1)(2) | Change in Control without Termination 12/31/2023 ($) | Change in Control with Involuntary Termination 12/31/2023 ($) | Retirement, Disability, or Death on 12/31/2023(6) ($) | Involuntary Not For Cause or Voluntary for Good Reason Termination on 12/31/2023 ($) | For Cause or Voluntary without Good Reason on 12/31/2023 ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | Stuart J. B. Bradie | Stock Awards | — | 5,419,541 | 5,419,541 | — | — | | | Stock Options(3) | — | — | — | — | — | | | Performance Awards(4) | — | 15,593,544 | 10,705,165 | — | — | | | Cash Severance(5) | — | 11,502,623 | 2,490,107 | 5,892,000 | — | | TOTAL | | — | 32,515,708 | 18,614,813 | 5,892,000 | — | | Mark W. Sopp | Stock Awards | — | 1,208,215 | 1,208,215 | — | — | | | Stock Options(3) | — | — | — | — | — | | | Performance Awards(4) | — | 3,520,281 | 2,452,159 | — | — | | | Cash Severance(5) | — | 3,762,428 | 960,446 | 1,376,706 | — | | TOTAL | | — | 8,490,924 | 4,620,820 | 1,376,706 | — | | W. Byron Bright, Jr. | Stock Awards | — | 959,646 | 959,646 | — | — | | | Stock Options(3) | — | — | — | — | — | | | Performance Awards(4) | — | 2,786,155 | 1,933,005 | — | — | | | Cash Severance(5) | — | 3,539,784 | 825,859 | 1,322,297 | — | | TOTAL | | — | 7,285,585 | 3,718,510 | 1,322,297 | — | | J. Jay Ibrahim | Stock Awards | — | 783,387 | 783,387 | — | — | | | Stock Options(3) | — | — | — | — | — | | | Performance Awards(4) | — | 2,302,524 | 1,619,996 | — | — | | | Cash Severance(5) | — | 3,395,610 | 926,470 | 1,202,087 | — | | TOTAL | | — | 6,481,521 | 3,329,853 | 1,202,087 | — |

  160. 2023 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | www.kbr.com | 2024 Proxy Statement 88 |

  161. 2023 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Executive | Benefits(1)(2) | Change in Control without Termination 12/31/2023 ($) | Change in Control with Involuntary Termination 12/31/2023 ($) | Retirement, Disability, or Death on 12/31/2023(6) ($) | Involuntary Not For Cause or Voluntary for Good Reason Termination on 12/31/2023 ($) | For Cause or Voluntary without Good Reason on 12/31/2023 ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | Jennifer C. Myles | Stock Awards | — | 656,110 | 656,110 | — | — | | | Stock Options(3) | — | — | — | — | — | | | Performance Awards(4) | — | 1,911,170 | 1,331,023 | — | — | | | Cash Severance(5) | — | 2,503,231 | 675,166 | 908,291 | — | | TOTAL | | — | 5,070,511 | 2,662,299 | 908,291 | — |

  162. 2023 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (1) The aggregate nonqualified deferred compensation payable to each Named Executive Officer upon termination is set forth in column (f) of the Nonqualified Deferred Compensation Table and is not reflected in this table. | | (2) This table includes amounts payable to the Named Executive Officers assuming they remained employed through December 31, 2023, pursuant to the Performance Pay Plan, as reported in column (e) of the Summary Compensation Table. If a Named Executive Officer 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. | | (3) This table does not include the exercisable stock options reflected in column (b) of the Outstanding Equity Awards at Fiscal Year-End Table because such options were fully vested prior to December 31, 2023. No amounts are shown for stock options in this table as there were no unvested stock options as of December 31, 2023. | | (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 2021 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 200% of target with respect to the JIS portion and 200% with respect to the TSR portion. | | (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 2023 STI payout was £529,625, but it has been converted to U.S. Dollars in the table above for presentations purposes using the exchange rate of £1 to $1.2748, which was the exchange rate used when presenting her proposed 2023 STI payout in U.S. Dollars to the Compensation Committee for approval in February 2024. Cash severance does not include amounts that may be paid under the severance plan generally available to all employees because the Named Executive Officers are not eligible for that plan while party to an individual severance agreement. | | (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. |

  163. 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).

  164. Pay Ratio Methodology and Calculation

    Pay Ratio Methodology and Calculation

  165. PAY RATIO CALCULATION

    PAY RATIO CALCULATION After we identified our median employee, we calculated all the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $74,253. The annual total compensation of our CEO was $12,659,920, as reported in the “Total” column of our 2023 Summary Compensation Table included in this proxy statement. Based on this information, for 2023 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 171:1. 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.

  166. PAY RATIO CALCULATION

    | www.kbr.com | 2024 Proxy Statement 92 |

  167. Pay Versus Performance

    Pay Versus Performance

  168. 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.

  169. Pay Versus Performance Table

    | | | | Average Summary Compensation Table Total for non-CEO NEOs(3) ($)(d) | Average Compensation Actually Paid to non-CEO NEOs(4) ($)(e) | Value of initial fixed $100 investment based on: | | | | | Year (a) | Summary Compensation Table Total for CEO(1) ($)(b) | Compensation Actually Paid to CEO(2) ($)(c) | | | Company TSR(5) ($)(f) | Peer Group Total Shareholder Return(6) ($)(g) | Net Income (Loss)(7) ($)(h) | Company-Selected Performance Measure: Adj. EPS(8) ($)(i) | | 2023 | 12,659,920 | 15,968,454 | 3,017,505 | 3,602,870 | 190.41 | 175.48 | (261,000,000) | 2.91 | | 2022 | 12,617,035 | 16,957,757 | 2,943,662 | 3,716,852 | 179.76 | 143.37 | 192,000,000 | 2.71 | | 2021 | 12,024,347 | 22,501,119 | 2,595,828 | 3,781,778 | 160.59 | 131.27 | 35,000,000 | 2.43 | | 2020 | 9,864,381 | 9,222,322 | 2,218,991 | 2,138,848 | 103.16 | 103.14 | (42,000,000) | 1.74 |

  170. 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 77. |

  171. 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”: |

  172. Pay Versus Performance Table

    | Year | Reported Summary Compensation table total for CEO ($) | Reported value of equity awards(a) ($) | Equity award adjustments(b) ($) | Reported change in the actuarial present value of pension benefits(c) ($) | Pension benefit adjustments ($) | Compensation Actually Paid to CEO ($) | | 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 | | 2020 | 9,864,381 | (3,614,585) | 2,972,526 | — | — | 9,222,322 |

  173. Pay Versus Performance Table

    | (a) This column reflects the grant date fair value of equity awards, which are the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. | | (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (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; (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; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (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; (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 (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. 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: |

  174. Pay Versus Performance Table

    | Year | Year-end fair value of equity awards granted in year ($) | Year over year change in fair value of outstanding and unvested equity awards ($) | Fair value as of vesting date of equity awards granted and vested in the year ($) | Year over year change in fair value of equity awards granted in prior years that vested in the year ($) | Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year ($) | Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation ($) | Total equity award adjustments ($) | | 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 | | 2020 | 4,852,517 | (1,404,632) | — | (551,461) | — | 76,102 | 2,972,526 |

  175. Pay Versus Performance Table

    | (c) Mr. Bradie does not participate in any KBR-sponsored defined benefit or actuarial pension plans. |

  176. Pay Versus Performance Table

    | (3) The amounts in this column represent the average of the amounts reported for the Company’s named executive officers 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 named executive officers (excluding Mr. Bradie) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022 and 2023, Messrs. Bright, Ibrahim, and Sopp and Ms. Myles; (ii) for 2021, Messrs. Bright, Ibrahim, Kelly, and Sopp and Ms. Akerson; and (iii) for 2020, Messrs. Bright, Ibrahim, and Sopp and Ms. Akerson. |

  177. Pay Versus Performance Table

    | (4) The amounts in this column represent the average amount of “Compensation Actually Paid” to the named executive officers 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 named executive officers 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 named executive officers as a group (excluding Mr. Bradie) for each year to determine the “Compensation Actually Paid,” using the same methodology described above in Note 2: |

  178. Pay Versus Performance Table

    | Year | Average reported Summary Compensation Table total for non-CEO named executive officers ($) | Average reported value of equity awards(a) ($) | Average equity award adjustments(b) ($) | Average reported change in the actuarial present value of pension benefits(c) ($) | Average pension benefit adjustments ($) | Average Compensation Actually Paid to non-CEO named executive officers ($) | | 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 | | 2020 | 2,218,991 | (628,951) | 548,808 | — | — | 2,138,848 |

  179. 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 named executive officers as a group (excluding Mr. Bradie). | | (b) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |

  180. Pay Versus Performance Table

    | www.kbr.com | 2024 Proxy Statement 94 |

  181. Pay Versus Performance Table

    | Year | Average Year-end fair value of equity awards granted in year ($) | Year over year average change in fair value of outstanding and unvested equity awards ($) | Average fair value as of vesting date of equity awards granted and vested in the year ($) | Year over year average change in fair value of equity awards granted in prior years that vested in the year ($) | Average fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year ($) | Average value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation ($) | Total average equity award adjustments ($) | | 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 | | 2020 | 844,368 | (213,742) | — | (93,908) | — | 12,090 | 548,808 |

  182. Pay Versus Performance Table

    | (c) Our Named Executive Officers do not participate in any KBR-sponsored defined benefit or actuarial pension plans. |

  183. 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, 2019, and reinvestment of all dividends. | | (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, 2019, through and including December 29, 2023. TSR calculations reflect reinvestment of dividends. | | The 2023 Peer Group is composed of the following companies: BAE Systems plc, Booz Allen Hamilton Holding Corporation, CACI International Inc., Conduent Incorporated, Dover Corporation, Flowserve Corporation, Fluor Corporation, Gartner, Inc., Hubbell Incorporated, Huntington Ingalls Industries, Inc., Jacobs Solutions Inc., L3Harris Technologies, Inc., Leidos Holdings, Inc., ManTech International Corporation, Parsons Corporation, Science Applications International Corporation, Teradata Corporation, Tetra Tech, Inc., Textron Inc., and The Timken Company. ManTech International Corporation, which was a constituent of our 2023 Peer Group, was taken private and ceased being publicly traded in September 2022, and it therefore has been excluded in determining our peer group TSR for 2022 and 2023. | | The 2023 Peer Group differs from the 2022 peer group. The 2023 Peer Group includes the following new companies: BAE Systems plc, Conduent Incorporated, Dover Corporation, Flowserve Corporation, Gartner, Inc., Hubbell Incorporated, Huntington Ingalls Industries, Inc., L3Harris Technologies, Inc., Teradata Corporation, Tetra Tech, Inc., Textron Inc., and The Timken Company; these companies were added to the peer group to increase the number of companies used for benchmarking. The peer group selection criteria and an additional description of the changes are set forth on page 58 of the proxy. If the peer group TSR results had been calculated based on the 2022 peer group, the peer group TSR for 2020, 2021, 2022, and 2023 would have been $111.23, $116.79, $134.55, and $154.20, respectively. | | (7) The amounts reported represent the amount of GAAP net income (loss) reflected in the Company’s audited financial statements for the applicable year. | | (8) Adjusted EPS or adjusted earnings per share is a non-GAAP financial measure. See the section titled “Non-GAAP Financial Information” at the end of this proxy statement for further information, including reconciliation of adjusted EPS to the most directly comparable GAAP measure. |

  184. 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 following charts illustrate the relationship between the “Compensation Actually Paid” and the financial performance measures set forth in the Pay Versus Performance table on page 93: 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 2023 STI plan, with Company performance on this measure driving 45% of the plan funding for the 2023 STI plan, as described in greater detail in our Compensation Discussion and Analysis.

  185. Pay Versus Performance Relationship Disclosures

    | www.kbr.com | 2024 Proxy Statement 96 |

  186. What happens if a new director nominee does not get elected?

    What happens if a new director nominee does not get elected? If a new director nominee is not elected, then that seat on the board will remain vacant. In accordance with Article III, Section 4 of our Bylaws, any newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, removal, disqualification, or other cause shall be filled by the affirmative vote of a majority of the directors in office immediately following the Annual Meeting. The director elected by the Board of Directors will hold office until the next annual meeting of stockholders and until such director’s successor is duly elected and qualified, or until such director’s death, resignation, or removal.