DEF 14A of Kbr, Inc., Mar 31, 2025

DEF 14A of Kbr, Inc.

Filed Mar 31, 2025 · FY20240001308179-25-000318

Open on EDGAR

  1. Key Sustainability Achievements

    | Stuart Bradie | General Lester Lyles, USAF (Ret.) | | President and Chief Executive Officer, KBR, Inc. Age: 58 Director since: 2014 Committees: None | Independent Consultant Age: 78 Director since: 2007 Board Chair since: 2019 Committees: ● Cybersecurity ● Nominating and Corporate Governance |

  2. Key Sustainability Achievements

    | Joseph Dominguez | Lynn Dugle | Nchacha Etta | | President and Chief Executive Officer, Constellation Energy Corp Age: 62 Director since: 2024 Committees: ● Compensation ● Cybersecurity | Former Chairperson, President and Chief Executive Officer at Engility Holdings Inc. Age: 65 Director since: 2020 Committees: ● Nominating and Corporate Governance (Chair) ● Compensation ● Cybersecurity | Executive Vice President and Chief Financial Officer of Omnicell, Inc. Age: 54 Director since: 2024 Committees: ● Audit ● Sustainability and Corporate Responsibility |

  3. Key Sustainability Achievements

    | Sir John Manzoni KCB | Lt. General Wendy Masiello, USAF (Ret.) | Jack Moore | | Former Permanent Secretary for the Cabinet Office, U.K. Government Age: 65 Director since: 2022 Committees: ● Audit ● Sustainability and Corporate Responsibility | Independent Consultant Age: 66 Director since: 2017 Committees: ● Cybersecurity (Chair) ● Compensation ● Sustainability and Corporate Responsibility | Former Chairman, President and Chief Executive Officer for Cameron International Corporation Age: 71 Director since: 2012 Committees: ● Compensation (Chair) ● Cybersecurity ● Nominating and Corporate Governance |

  4. Key Sustainability Achievements

    | Ann Pickard | Carlos Sabater | | Former Executive Vice President, Arctic for Royal Dutch Shell plc Age: 69 Director since: 2015 Committees: ● Sustainability and Corporate Responsibility (Chair) ● Compensation | Former Senior Global Partner for Deloitte Touche Tohmatsu Limited Age: 66 Director since: 2021 Committees: ● Audit (Chair) ● Nominating and Corporate Governance |

  5. 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:

  6. Our Board

    | ● | bring a variety of knowledge, skills, and perspectives that are relevant to our business, | | ● | provide expertise that is useful to KBR and complementary to the background and experience of other Board members, | | ● | understand and guide KBR’s business and strategic plan and can meaningfully contribute to the success of KBR’s business and strategic plan, and | | ● | effectively represent and promote the long-term interests of our stockholders. |

  7. Our Board

    As shown on the next page, the incumbent directors and new director nominee (Lewis F. Von Thaer) have a wide range of skills and experience that will enable the Board to effectively oversee management and the business of KBR.

  8. Our Board

    | | Corporate Governance | | | Election of Directors |

  9. Our Board

    | | Bradie | Dominguez | Dugle | Etta | Manzoni | Masiello | Moore | Pickard | Sabater | Von Thaer | | Industry Experience | Engineering Government Technology | Energy Engineering | Aerospace Engineering Government Technology | Professional Services | Energy Engineering Government | Aerospace Government Technology | Energy | Energy Engineering Technology | Professional Services | Aerospace Government Technology | | 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 | 58 | 62 | 65 | 54 | 65 | 66 | 71 | 69 | 66 | 64 | | Tenure | 10 | <1 | 5 | <1 | 2 | 7 | 13 | 9 | 3 | 0 | | Gender | M | M | F | M | M | F | M | F | M | M | | Nationality | U.K. | U.S. | U.S. | U.S. | U.k. | U.S. | U.S. | U.S. | U.S. | U.S. | | Race/Ethnicity | White | White + Hispanic | White | African American | White | White | White | White | White + Hispanic | White | | Generals | | | | | | | | | | |

  10. 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. |

  11. Our Board

    | 14 2025 Proxy Statement | www.kbr.com |

  12. Our Board

    | Corporate Governance | | | Election of Directors | |

  13. Our Board

    The following biographical information about the director nominees is as of March 17, 2025.

  14. Nominees for Director

    Nominees for Director

  15. Nominees for Director

    | | STUART J. B. BRADIE Age: 58 | Director since: 2014 | Chair of the Board since: 2025* | | | | KBR Board Committees: None | Other Public Company Boards: Rolls Royce Holdings Plc | | Key Qualifications and Skills: C-Suite Risk Sustainability Technology | | | | 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 |

  16. Nominees for Director

    *Effective as of the conclusion of this Annual Meeting.

  17. Nominees for Director

    | | JOSEPH DOMINGUEZ Age: 62 | Director since: 2024 | Independent | | | | KBR Board Committees: Compensation Committee and Cybersecurity Committee 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 | | | | 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 |

  18. Nominees for Director

    | | Corporate Governance | | | Election of Directors |

  19. Nominees for Director

    | | LYNN A. DUGLE Age: 65 | 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 | | | | Prior Business Experience ● Chairperson, President and Chief Executive Officer at Engility Holdings Inc., where she led the sale of the company in its sale to Science Applications International Corporation ● 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 ● Responsible for acquiring more than a dozen cyber-related companies while 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 |

  20. Nominees for Director

    | 16 2025 Proxy Statement | www.kbr.com |

  21. Nominees for Director

    | Corporate Governance | | | Election of Directors | |

  22. Nominees for Director

    | | NCHACHA E. ETTA Age: 54 | Director since: 2024 | Independent | | | | KBR Board Committees: Audit Committee and Sustainability and Corporate Responsibility Committee Other Public Company Boards: None | Current Affiliations: None Previous Affiliations: Helen Keller International (Trustee) and Howard University (Trustee) | | Key Qualifications and Skills: C-Suite Cyber Finance Risk Sustainability Technology | | | | Current Business Experience ● Executive Vice President and Chief Financial Officer at Omnicell, Inc. (since 2023) Prior Business Experience ● Senior Vice President and Chief Financial Officer at Essilor of America, Inc. (a subsidiary of EssilorLuxottica SA) ● Worldwide Vice President and Chief Financial Officer at Johnson & Johnson Vision ● Various senior financial roles at The Coca-Cola Company ● Various roles with Microsoft Corporation, Eli Lilly & Company, and the International Investments Fund at The Carlyle Group ● Senior Accountant at Orano Cycle (formerly COGEMA (Compagnie générale des matières nucléaires)) and Areva NC | | Education ● B.S. (Accounting), George Mason University ● M.B.A. (Finance), Howard University |

  23. Nominees for Director

    | | SIR JOHN A. MANZONI KCB Age: 65 | Director since: 2022 | Independent | | | | KBR Board Committees: Audit Committee and Sustainability and Corporate Responsibility Committee Other Public Company Boards: Diageo plc (Chair; 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: Chairman Mentors International (Mentor); National Centre for Universities and Business (Director); and Saïd Business School at the University of Oxford (Global Leadership Council Member) Previous Affiliations: Accenture Energy (Advisor); Adamant Ventures (Advisor); Aspen Institute Corporate Values Group (Advisor); Atomic Weapons Establishment (Chair); BP plc (Director); Leyshon Energy Ltd (Chair); SABMiller plc (Director); and Stanford University Graduate School of Business (Advisor) | | Key Qualifications and Skills: C-Suite Finance Risk Sustainability | | | | 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 |

  24. Nominees for Director

    | | Corporate Governance | | | Election of Directors |

  25. Nominees for Director

    | | LT. GENERAL WENDY M. MASIELLO, USAF (RET.) Age: 66 | Director since: 2017 | Lead Independent Director since: 2025* | | | | KBR Board Committees: Cybersecurity Committee (Chair), Compensation Committee, and Sustainability and Corporate Responsibility Committee Other Public Company Boards: StandardAero (Audit Committee Member) | 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); DEFCON AI (Strategic Advisor); EURPAC Service, Inc. (Director); MRIGlobal (Director); Procurement Round Table (Director); Rebuilding Together (Director); and Tlingit Haida Tribal Business Corporation (Director) Previous Affiliations: National Contract Management Association (Past Chair); Public Spend Forum (Advisory Council); and Rawls College, Texas Tech University (Advisory Council) | | Key Qualifications and Skills: Cyber Finance Risk Sustainability Technology Veteran | | | | 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, overseeing a $1.4 billion budget, managing 12,000 employees and 20,000 contractors on contracts valued at $6 trillion ● Deputy Assistant Secretary (Contracting), Office of the Assistant Secretary of the Air Force for Acquisition, where she was responsible for shaping Air Force contracting policy and its 11,000 personnel force ● Program Executive Officer for the Air Force’s $65 billion Service Acquisition portfolio ● Deployment to Iraq to lead contracting support for military forces in Iraq and Afghanistan | | 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

    *Effective as of the conclusion of this Annual Meeting.

  27. Nominees for Director

    | 18 2025 Proxy Statement | www.kbr.com |

  28. Nominees for Director

    | Corporate Governance | | | Election of Directors | |

  29. Nominees for Director

    | | JACK B. MOORE Age: 71 | 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 | | | | 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 |

  30. Nominees for Director

    | | Corporate Governance | | | Election of Directors |

  31. Nominees for Director

    | | ANN D. PICKARD Age: 69 | 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 | | | | 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, and in sectors like exploration efforts, LNG, and gas and power | | Education ● B.A., University of California San Diego ● M.A., University of Pennsylvania |

  32. Nominees for Director

    | 20 2025 Proxy Statement | www.kbr.com |

  33. Nominees for Director

    | Corporate Governance | | | Election of Directors | |

  34. Nominees for Director

    | | CARLOS A. SABATER Age: 66 | Director since: 2021 | Independent | | | | KBR Board Committees: Audit Committee (Chair) 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 | | | | 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, with extensive experience in accounting, finance, and SEC reporting ● Qualified board of director financial expert and NACD Directorship Certified | | Education ● B.B.A. (Accounting and Finance), Florida International University ● Named scholarship program at Florida International University (“The Deloitte Foundation – Sabater Scholars Program”) |

  35. Nominees for Director

    | | LEWIS F. VON THAER Age: 64 | Director Nominee: 2025 | Independent | | | | KBR Board Committees: Not yet appointed Other Public Company Boards: American Electric Power Co Inc (Human Resources Committee Member; Nuclear Oversight Committee Member; and Technology Committee Chair) | Current Affiliations: Ambri (Director), AmplifyBio (Chair), Columbus Partnership (Executive Committee Member), InnovateOhio (Advisor), National Veterans Memorial and Museum (Chair), Pacific Northwest National Laboratory (Chair), and UT-Battelle, Operator of Oak Ridge National Laboratory (Vice Chair) Previous Affiliations: Defense Science Board (Member), Kansas State University Foundation (Director), National Defense Industrial Association (Member), National Intelligence University Foundation (Director), Nationwide Children’s Hospital (Director), The Ohio State University Board of Trustees (Trustee), and Tragedy Assistance Program for Survivors (Member) | | Key Qualifications and Skills: C-Suite Cyber Finance Risk Technology | | | | Current Business Experience ● President and Chief Executive Officer at Battelle Memorial Institute (since 2017) Prior Business Experience ● Chief Executive Officer at DynCorp International ● Executive Vice President and President, National Security Sector at Leidos Holdings, Inc. ● President and Corporate Vice President at General Dynamics Corp ● Senior Vice President, Operations at General Dynamics Corp ● Various management positions at General Dynamics Corp | | Education ● B.S. (Electrical Engineering), Kansas State University ● M.S. (Electrical Engineering), Rutgers, The State University of New Jersey |

  36. Nominees for Director

    | | Corporate Governance | | | Election of Directors |

  37. The Following Director with a Term Ending in 2025 is Retiring and Not Standing for Re-Election

    The Following Director with a Term Ending in 2025 is Retiring and Not Standing for Re-Election

  38. The Following Director with a Term Ending in 2025 is Retiring and Not Standing for Re-Election

    | | GENERAL LESTER L. LYLES, USAF (RET.) Age: 78 | 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 | | | | 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 |

  39. The Following Director with a Term Ending in 2025 is Retiring and Not Standing for Re-Election

    | 22 2025 Proxy Statement | www.kbr.com |

  40. The Following Director with a Term Ending in 2025 is Retiring and Not Standing for Re-Election

    | Corporate Governance | | | Board and Governance Structure | |

  41. The Following Director with a Term Ending in 2025 is Retiring and Not Standing for Re-Election

    Board and Governance Structure We are committed to good corporate governance and to effective communication with our stockholders. This section describes our governance policies and practices, and the roles, duties, and responsibilities of the Board of Directors and each of its committees. See the section titled “Corporate Governance Materials” to learn how to find our policies, practices, and committee charters.

  42. How to Contact the Board

    | | Corporate Governance | | | Director Compensation |

  43. How to Contact the Board

    | Corporate Governance | | | Director Compensation | |

  44. How to Contact the Board

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | | Mark E. Baldwin | 132,500 | 170,015 | — | 2,033 | 304,548 | | Joseph Dominguez | 90,000 | 170,033 | — | 226 | 260,259 | | Lynn A. Dugle | 138,750 | 170,015 | — | — | 308,765 | | Nchacha E. Etta | 60,000 | 170,048 | — | — | 230,048 | | Lester L. Lyles | 320,000 | 170,015 | 1,029 | 226 | 491,270 | | John A. Manzoni | 120,000 | 170,015 | — | — | 290,015 | | Wendy M. Masiello | 138,750 | 170,015 | — | — | 308,765 | | Jack B. Moore | 138,750 | 170,015 | — | 2,435 | 311,200 | | Ann D. Pickard | 138,750 | 170,015 | — | 2,109 | 310,874 | | Carlos A. Sabater | 138,750 | 170,015 | — | 2,235 | 311,000 |

  45. Talent Acquisition

    | Executive Compensation Tables | 81 | | Summary Compensation | 81 | | Grants of Plan-Based Awards | 83 | | Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table | 84 | | Outstanding Equity Awards at Fiscal Year End | 86 | | Option Exercises and Stock Vested | 87 | | Pension Benefits | 88 | | Nonqualified Deferred Compensation | 88 | | Severance and Change-in-Control Agreements | 91 | | No Employment Agreements | 93 | | CEO Pay Ratio | 93 | | Pay Ratio Methodology and Calculation | 93 | | Pay Versus Performance | 94 | | Pay Versus Performance Table | 94 | | Pay Versus Performance Relationship Disclosures | 97 | | Important Financial Performance Measures | 98 | | Security Ownership of Certain Beneficial Owners and Management | 99 |

  46. Key Compensation Decisions for 2024

    | BASE SALARY | SHORT-TERM INCENTIVE (“STI”) PLAN PAYOUT | LONG-TERM INCENTIVE (“LTI”) PLAN PAYOUT | | Each of our NEOs received a raise in 2024 to reflect their strong performances, maintain alignment with market benchmarks, and with respect to Mr. Ibrahim, enhance internal pay equity. | Each of our NEOs earned an above-target payout for their 2024 STI awards based on KBR’s exceptional financial results and their personal contributions to our operational, safety and sustainability improvements. | Each of our NEOs earned above-target cash and stock payouts for their 2022 Long-Term Performance Cash and Stock Awards, which had a three-year performance period that ended December 31, 2024. | | Their 2024 raises were approximately: ● Bradie: 4% ● Sopp, Bright, and Galindo: 5% ● Ibrahim: 10% | Their 2024 STI payout percentages were: ● Bradie: 134.6% ● Sopp and Bright: 132.1% ● Ibrahim: 145.4% ● Galindo: 135.4% | For each of our NEOs, their 2022 LTI performance award payouts were: ● Cash: 158.3% of target for the 50% portion based on book-to-bill (“B2B”) performance ● Stock: 117.8% of target for the 50% portion based on relative total stockholder return (“TSR”) performance |

  47. CEO’S REALIZED COMPENSATION

    | * The LTI Payouts represent the cash and KBR common stock payouts of the 2020, 2021, and 2022 KBR Long-Term Performance Cash and Stock Awards, with the stock valued at the closing prices on December 30, 2022, December 29, 2023, and January 3, 2025, respectively (the last trading days of the fiscal years). | | ** Diluted EPS reflects our Net income (loss) attributable to KBR 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. |

  48. 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 pay equity. |

  49. 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 the Company is required to prepare an accounting restatement, our Compensation Committee must recoup any erroneously awarded incentive compensation paid to current and former executive officers of the Company. | | | ● | Certain of our officers’ award agreements also include additional clawback provisions that extend beyond the requirements of Section 10D of the Exchange Act and the NYSE rules. | | Stock Ownership Guidelines | ● | We require our NEOs to own a significant amount of KBR stock to align their interests with our stockholders’ interests. | | No Pledging | ● | Officers and directors may not pledge KBR stock. | | No Hedging | ● | Officers and directors may not hedge KBR stock. | | Equity Award Grant Practices | ● | We do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. | | 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. |

  50. 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. |

  51. 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 2024, 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:

  52. ROLE OF INDEPENDENT CONSULTANTS

    | ● | A review of CEO pay considerations for 2024; | | ● | A review of our short-term and long-term incentive design and peer groups for the 2024-2025 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. |

  53. ROLE OF INDEPENDENT CONSULTANTS

    | | Executive Compensation | | | Compensation Discussion and Analysis |

  54. ROLE OF INDEPENDENT CONSULTANTS

    In December 2024, 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:

  55. 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. |

  56. 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 2024 and approved the continued retention of Meridian for 2025.

  57. PEER GROUPS

    PEER GROUPS In the design and administration of our 2024 executive compensation programs for our NEOs, our Compensation Committee considered competitive market data from a peer group (the “Peer Group”). As discussed under the section titled “KBR Long-Term Performance Cash and Stock Awards” on page 72, 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 19 companies for the 2023-2024 compensation cycle. The Peer Group was unchanged from the 2022-2023 compensation cycle except for the removal of ManTech International Corporation due to its acquisition by The Carlyle Group Inc. in September 2022. The Peer Group was formed based on a review considering KBR’s two operating business segments in fiscal 2023 — Government Solutions (renamed Mission Technology Solutions as part of a segment realignment for fiscal 2025) and Sustainable Technology Solutions — and several factors relating to the constituent companies, including 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 Peer Group companies in the table on the next page have operations in the following industry sectors: government services, information technology consulting, engineering and construction, and industrial and manufacturing. Our Compensation Committee believes the Peer Group companies appropriately represent KBR’s market for key management and technical talent and are the companies against which KBR most competes for employees and business.

  58. PEER GROUPS

    | 62 2025 Proxy Statement | www.kbr.com |

  59. PEER GROUPS

    | Executive Compensation | | | Compensation Discussion and Analysis | |

  60. PEER GROUPS

    The Peer Group used for 2024 compensation decisions consisted of the following companies:

  61. PEER GROUPS

    | Company | | | | | (Data in billions — as of 12/31/2023 except as otherwise indicated) | Revenues | Assets | Market Cap | | BAE Systems plc | $23.078 | $32.064 | $42.962 | | Booz Allen Hamilton Holding Corporation(1) | $9.259 | $6.551 | $16.677 | | CACI International Inc.(2) | $6.703 | $6.601 | $7.215 | | Conduent Incorporated | $3.722 | $3.162 | $0.793 | | Dover Corporation | $7.684 | $11.349 | $21.517 | | Flowserve Corporation | $4.321 | $5.109 | $5.408 | | Fluor Corporation | $15.474 | $6.973 | $6.674 | | Gartner, Inc. | $5.907 | $7.836 | $35.163 | | Hubbell Incorporated | $5.373 | $6.914 | $17.638 | | Huntington Ingalls Industries, Inc. | $11.454 | $11.215 | $10.314 | | Jacobs Solutions Inc.(3) | $10.851 | $14.617 | $16.396 | | L3Harris Technologies, Inc. | $19.419 | $41.687 | $39.921 | | Leidos Holdings, Inc. | $15.438 | $12.695 | $14.884 | | Parsons Corporation | $5.443 | $4.804 | $6.578 | | Science Applications International Corporation(4) | $7.704 | $5.543 | $6.472 | | Teradata Corporation | $1.833 | $1.873 | $4.255 | | Tetra Tech, Inc. | $4.523 | $3.820 | $8.889 | | Textron Inc. | $13.683 | $16.856 | $15.763 | | The Timken Company | $4.769 | $6.542 | $5.655 | | MEDIAN (INCLUDING KBR) | $7.320 | $6.757 | $9.601 | | KBR, INC. | $6.956 | $5.565 | $7.481 |

  62. PEER GROUPS

    | (1) Booz Allen Hamilton Holding Corporation’s revenues and assets are as of 3/31/2023 and market cap is as of 12/31/2023. | | (2) CACI International Inc.’s revenues and assets are as of 6/30/2023 and market cap is as of 12/31/2023. | | (3) Jacobs Solutions Inc.’s revenues and assets are as of 9/30/2023 and market cap is as of 12/31/2023. | | (4) Science Applications International Corporation’s revenues and assets are as of 1/31/2023 and market cap is as of 12/31/2023. |

  63. 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 2024, 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 2025 compensation with the exception of removing Conduent Incorporated due to its financial position.

  64. PEER GROUPS

    | | Executive Compensation | | | Compensation Discussion and Analysis |

  65. Summary of 2024 Target Compensation of Named Executive Officers

    Summary of 2024 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 33 ⅓% and 66 ⅔% 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.

  66. Summary of 2024 Target Compensation of Named Executive Officers

    | | | | Target 2024 Long-Term Performance Incentives | | | | | 2024 Base Salary | Target 2024 Short-Term Incentive | Time-Based Restricted Stock Units Target Dollar Amount | Performance Cash and Stock Award Target Dollar Amount | Total Target Amount | | Mr. Bradie | $1,275,000 | $1,912,500 | $2,550,048 | $5,100,000 | $10,837,500 | | Mr. Sopp | $741,303 | $704,238 | $600,032 | $1,200,000 | $3,245,541 | | Mr. Bright | $712,006 | $676,406 | $433,337 | $866,667 | $2,688,412 | | Mr. Ibrahim | $678,101 | $644,196 | $400,021 | $800,000 | $2,522,297 | | Ms. Galindo | $648,900 | $616,455 | $366,706 | $733,333 | $2,365,355 |

  67. BASE SALARY

    | | Increase (% of 2023 Base Salary) | 2024 Base Salary | Basis for Decision | | Mr. Bradie | $47,500 | $1,275,000 | Market data alignment, strong performance, and internal pay equity | | | (4%) | | | | Mr. Sopp | $35,300 | $741,303 | | | | (5%) | | | | Mr. Bright | $33,905 | $712,006 | | | | (5%) | | | | Mr. Ibrahim | $61,646 | $678,101 | | | | (10%) | | | | Ms. Galindo | $30,900 | $648,900 | | | | (5%) | | |

  68. 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 in the “KBR Stock and Incentive Plan” section of this proxy statement.

  69. Incentive Award Opportunities

    Incentive Award Opportunities In December 2023, our Compensation Committee met to determine the 2024 target awards for our NEOs under the Performance Pay Plan. These target STI awards, which are expressed as percentages of base salary, were generally set to be consistent with the median target awards for executives in similar positions within our Peer Group. The STI award threshold (25%), target (100%), and maximum (200%) payout opportunities for 2024 are shown below.

  70. Incentive Award Opportunities

    | | Threshold –25% (% of Base Salary) | Target – 100% (% of Base Salary) | Maximum – 200% (% of Base Salary) | Increase to Target Award from 2023 | Basis for Decision | | Mr. Bradie | 37.5% | 150% | 300% | 10% | Market data alignment, strong performance, and internal pay equity | | Messrs. Sopp, Bright, and Ibrahim | 23.75% | 95% | 190% | 0% | | | Ms. Galindo | 23.75% | 95% | 190% | 5% | |

  71. 2024 STI Performance Metrics

    2024 STI Performance Metrics The performance metrics we used for 2024 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 2024 because the STI Plan in effect in 2023 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 2024 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.

  72. 2024 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 2024 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 68 through 70. | | KPIs allow us to reward individual contributions to KBR’s key strategic focus areas. | | KBR Zero Harm / Sustainability Performance Across KBR’s Sustainability Pillars Measures continued progress in KBR’s Zero Harm / Sustainability performance across KBR’s sustainability pillars. | | Emphasizing this metric promotes continued progress in KBR’s Zero Harm and Sustainability performance across KBR’s sustainability pillars, including KBR Health, Safety & Security and Clean Planet, which in turn promotes a sustainable business. |

  73. 2024 STI Performance Metrics

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  74. 2024 STI Performance Metrics

    | Executive Compensation | | | Compensation Discussion and Analysis | |

  75. Target Performance Goals

    Target Performance Goals When establishing target performance goals for the STI awards for 2024, 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 2024 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 by our Compensation Committee in February 2025.

  76. 2024 SHORT-TERM INCENTIVES TABLE

    2024 SHORT-TERM INCENTIVES TABLE

  77. 2024 SHORT-TERM INCENTIVES TABLE

    | Performance Metric | Threshold – 25% | Target – 100% | Maximum – 200% | Weight | Metric Payout | | KBR Adjusted EPS(1) | | | | | 84.6% | | KBR Adjusted Consolidated OCF(2) | | | | | 22.5% | | FINANCIAL METRICS PAYOUT(3) | | | | | 107.1% | | Zero Harm / Sustainability(4) | Individual Zero Harm / Sustainability metric results shown on pages 68 through 70 | | | | Noted on pages 68 through 70 | | KPIs | Individual KPIs and metric results shown on pages 68 through 70 | | | | Noted on pages 68 through 70 |

  78. 2024 SHORT-TERM INCENTIVES TABLE

    | (1) The 2024 EPS metric result of $3.34 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 2024 OCF metric result of $462MM 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) 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 68 through 70. | | (4) The Zero Harm / Sustainability performance metric was related to continued progress across KBR’s sustainability pillars, including KBR Health, Safety & Security (e.g., visible leadership and reduction in total recordable incident rate) and Clean Planet (e.g., reduction in Scopes 1 & 2 emissions and increased sustainability-focused revenue). 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. |

  79. 2024 SHORT-TERM INCENTIVES TABLE

    | | Executive Compensation | | | Compensation Discussion and Analysis |

  80. KPIs and STI Payout for Mr. Bradie

    KPIs and STI Payout for Mr. Bradie

  81. KPIs and STI Payout for Mr. Bradie

    | Target Payout $1,912,500 (Base Salary x 150%) | Actual Payout $2,574,225 (Target Payout x 134.6%) | | Financial Metrics Payout $2,048,288 107.1% | | Zero Harm / Sustainability Payout $191,250 10% | | KPI Payout $334,687 17.5% |

  82. KPIs and STI Payout for Mr. Bradie

    Our Board of Directors determined that Mr. Bradie earned an 87.5% metric result—in between threshold and target level achievement—with respect to his 2024 KPIs, which resulted in a 17.5% payout for the KPI portion of his STI payout. Key factors for this determination include:

  83. KPIs and STI Payout for Mr. Bradie

    | ● | Mr. Bradie delivered strong progress on digital strategy, implementing use cases in Government Solutions (renamed Mission Technology Solutions as part of a segment realignment for fiscal 2025) and Sustainable Technology Solutions aligned with overall strategic direction of the Company. | | ● | He drove the strategic realignment of KBR into two segments aligned with the Company’s capabilities and business model, in parallel with the successful acquisition and integration of LinQuest. | | ● | Mr. Bradie’s KPI score took into account progress on the ramp-up for the HomeSafe Alliance project. |

  84. KPIs and STI Payout for Mr. Bradie

    Our Board of Directors determined that Mr. Bradie earned a 100% metric result—target level achievement—with respect to his 2024 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. Bradie’s accomplishments with respect to 2024 Zero Harm goals and across KBR’s sustainability pillars.

  85. KPIs and STI Payout for Mr. Sopp

    KPIs and STI Payout for Mr. Sopp

  86. KPIs and STI Payout for Mr. Sopp

    | Target Payout $704,238 (Base Salary x 95%) | Actual Payout $930,299 (Target Payout x 132.1%) | | Financial Metrics Payout $754,239 107.1% | | Zero Harm / Sustainability Payout $70,424 10% | | KPI Payout $105,636 15% |

  87. KPIs and STI Payout for Mr. Sopp

    Our Compensation Committee determined that Mr. Sopp earned a 75% metric result—in between threshold and target level achievement—with respect to his 2024 KPIs, which resulted in a 15% payout for the KPI portion of his STI payout. Key factors for this determination include:

  88. KPIs and STI Payout for Mr. Sopp

    | ● | Mr. Sopp supported several transformational transactions including the LinQuest acquisition. | | ● | He drove two major investor outreach events: the Sustainable Technology Solutions Primer Day and KBR’s 2024 Investor Day. | | ● | He progressed digital modernization initiatives for KBR, including with Microsoft Dynamics, Enterprise Performance Management and global corporate support centers. | | ● | Mr. Sopp’s KPI score took into account certain system implementation and process improvements. |

  89. 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 2024 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 accomplishments with respect to 2024 Zero Harm goals and across KBR’s sustainability pillars.

  90. KPIs and STI Payout for Mr. Sopp

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  91. KPIs and STI Payout for Mr. Sopp

    | Executive Compensation | | | Compensation Discussion and Analysis | |

  92. KPIs and STI Payout for Mr. Bright

    KPIs and STI Payout for Mr. Bright

  93. KPIs and STI Payout for Mr. Bright

    | Target Payout $676,406 (Base Salary x 95%) | Actual Payout $893,532 (Target Payout x 132.1%) | | Financial Metrics Payout $724,430 107.1% | | Zero Harm / Sustainability Payout $67,641 10% | | KPI Payout $101,461 15% |

  94. KPIs and STI Payout for Mr. Bright

    Our Compensation Committee determined that Mr. Bright earned a 75% metric result—in between threshold and target level achievement—with respect to his 2024 KPIs, which resulted in a 15% payout for the KPI portion of his STI payout. Key factors for this determination include:

  95. KPIs and STI Payout for Mr. Bright

    | ● | Mr. Bright enhanced organic growth across the Government Solutions U.S. business, exceeding book-to-bill targets and increasing the pipeline substantially. He also drove the successful LinQuest acquisition and integration. | | ● | He progressed a digital strategy across Government Solutions U.S. (e.g., Model-Based Systems Engineering) and led Large Language Model strategy development across KBR. | | ● | Mr. Bright’s KPI score took into account progress on the strategic drive for margin enhancement and the ramp-up for the HomeSafe Alliance project. |

  96. 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 2024 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 accomplishments with respect to 2024 Zero Harm goals and across KBR’s sustainability pillars.

  97. KPIs and STI Payout for Mr. Ibrahim

    KPIs and STI Payout for Mr. Ibrahim

  98. KPIs and STI Payout for Mr. Ibrahim

    | Target Payout $644,196 (Base Salary x 95%) | Actual Payout $936,661 (Target Payout x 145.4%) | | Financial Metrics Payout $689,934 107.1% | | Zero Harm / Sustainability Payout $85,678 13.3% | | KPI Payout $161,049 25% |

  99. KPIs and STI Payout for Mr. Ibrahim

    Our Compensation Committee determined that Mr. Ibrahim earned a 125% metric result—in between target and maximum level achievement—with respect to his 2024 KPIs, which resulted in a 25% payout for the KPI portion of his STI payout. Key factors for this determination include:

  100. KPIs and STI Payout for Mr. Ibrahim

    | ● | Mr. Ibrahim delivered significant growth and relationship development in Middle East through executive sponsorship and visible leadership. | | ● | He advanced the strategic relationship with Venture Global LNG to proactively address risks and achieve key project deliverables. | | ● | Mr. Ibrahim also successfully transitioned to new leadership team to bolster the One KBR model in Sustainable Technology Solutions and streamlined the organization. |

  101. KPIs and STI Payout for Mr. Ibrahim

    Our Compensation Committee determined that Mr. Ibrahim earned a 133% metric result—in between target and maximum level achievement—with respect to his 2024 Zero Harm / Sustainability performance, which resulted in a 13.3% payout for the Zero Harm / Sustainability portion of his STI payout. The determination was based on Mr. Ibrahim’s accomplishments with respect to 2024 Zero Harm goals and across KBR’s sustainability pillars, which exceeded goals through personal engagement and inspiring leadership across the globe.

  102. KPIs and STI Payout for Mr. Ibrahim

    | | Executive Compensation | | | Compensation Discussion and Analysis |

  103. KPIs and STI Payout for Ms. Galindo

    KPIs and STI Payout for Ms. Galindo

  104. KPIs and STI Payout for Ms. Galindo

    | Target Payout $616,455 (Base Salary x 95%) | Actual Payout $834,680 (Target Payout x 135.4%) | | Financial Metrics Payout $660,223 107.1% | | Zero Harm / Sustainability Payout $51,166 8.3% | | KPI Payout $123,291 20% |

  105. KPIs and STI Payout for Ms. Galindo

    Our Compensation Committee determined that Ms. Galindo earned a 100% metric result—target level achievement—with respect to her 2024 KPIs, which resulted in a 20% payout for the KPI portion of her STI payout. Key factors for this determination include:

  106. KPIs and STI Payout for Ms. Galindo

    | ● | Ms. Galindo successfully drove KBR’s legal team talent development strategy. | | ● | She supported risk mitigation strategies for certain key projects. | | ● | She advanced development of a digital strategy to enhance legal service provision. | | ● | Ms. Galindo optimized legal resources to support KBR’s growth strategy and managed litigation matters prudently. |

  107. KPIs and STI Payout for Ms. Galindo

    Our Compensation Committee determined that Ms. Galindo earned an 83% metric result—in between threshold and target level achievement—with respect to her 2024 Zero Harm / Sustainability performance, which resulted in a 8.3% payout for the Zero Harm / Sustainability portion of her STI payout. The determination was based on Ms. Galindo’s accomplishments with respect to 2024 Zero Harm goals and across KBR’s sustainability pillars.

  108. KPIs and STI Payout for Ms. Galindo

    | No Changes Made to KBR’s 2025 STI Plan No changes were made to the design of the STI Plan for 2025 because the STI Plan in effect in 2024 is still considered to be aligned with the interests of KBR and our stockholders. |

  109. KPIs and STI Payout for Ms. Galindo

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  110. KPIs and STI Payout for Ms. Galindo

    | Executive Compensation | | | Compensation Discussion and Analysis | |

  111. Long-Term Performance Incentives

    Long-Term Performance Incentives Under the KBR Stock and Incentive Plan, our Compensation Committee made grants to our NEOs in 2024 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 2024 grants to the NEOs.

  112. KBR STOCK AND INCENTIVE PLAN

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

  113. 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. |

  114. 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 2023 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 2024 to review and approve the amount and mix of long-term incentive awards to be granted to our NEOs.

  115. 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 Group, in February 2024, our Compensation Committee approved the grant of the following long-term incentive target dollar values to our NEOs:

  116. TARGET AWARD LEVELS

    | | 2024 Long-Term Incentive Target Dollar Value of Award | Increase (% of Target 2023 Long-Term Incentive Award) | Basis for Decision | | Mr. Bradie | $7,650,000 | $400,000 (5.5%) | Market data alignment, strong performance, and internal pay equity | | Mr. Sopp | $1,800,000 | $200,000 (12.5%) | | | Mr. Bright | $1,300,000 | $50,000 (4%) | | | Mr. Ibrahim | $1,200,000 | $200,000 (20%) | | | Ms. Galindo | $1,100,000 | $100,000 (10%) | |

  117. 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.

  118. KBR LONG-TERM PERFORMANCE CASH AND STOCK AWARDS

    KBR LONG-TERM PERFORMANCE CASH AND STOCK AWARDS The KBR Long-Term Performance Cash and Stock Awards are designed to provide selected executives with incentive opportunities that are contingent on the level of achievement of pre-established corporate performance objectives. For the awards granted to our NEOs in February 2024, our Compensation Committee selected relative TSR and B2B, each weighted 50%, as described below. For the 2024 grants, TSR and B2B will be measured over a three-year performance period beginning January 1, 2024, and ending December 31, 2026. 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 2024 awards for the NEOs will be settled in a mix of cash and stock, as described below.

  119. 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. |

  120. KBR LONG-TERM PERFORMANCE CASH AND STOCK AWARDS

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  121. KBR LONG-TERM PERFORMANCE CASH AND STOCK AWARDS

    | Executive Compensation | | | Compensation Discussion and Analysis | |

  122. 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 |

  123. TSR Peer Group Percentile and TSR Payout Percentage Table for 2024 Awards

    TSR Peer Group Percentile and TSR Payout Percentage Table for 2024 Awards

  124. TSR Peer Group Percentile and TSR Payout Percentage Table for 2024 Awards

    | Performance Level | 2024-2026 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% |

  125. B2B METRIC

    | | Threshold | Target | Maximum | | Performance Goal | 0.90 | 1.05 | ≥ 1.20 | | Payout %* | 25% | 100% | 200% |

  126. B2B METRIC

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

  127. RESULTS AND PAYOUTS FOR AWARDS FOR THE 2022-2024 PERFORMANCE PERIOD

    RESULTS AND PAYOUTS FOR AWARDS FOR THE 2022-2024 PERFORMANCE PERIOD In February 2025, our Compensation Committee certified the results for the KBR Long-Term Performance Cash and Stock Awards that were granted on February 24, 2022, based on the achievement of TSR and B2B performance goals. Our average three-year TSR from January 1, 2022, until December 31, 2024, was 12.5% and ranked fourth among our TSR Peer Group that period, resulting in a 117.8% payout for the 2022 awards. The original 2022 TSR Peer Group of nine companies (including KBR) was reduced to eight companies due to the removal of ManTech International Corporation because it was acquired by The Carlyle Group Inc. in September 2022. As a result, the TSR percentiles and payout percentages were adjusted for the change in the number of companies.

  128. RESULTS AND PAYOUTS FOR AWARDS FOR THE 2022-2024 PERFORMANCE PERIOD

    | TSR Peer Group | 2022-2024 3-YR TSR Rank | Average 3-YR TSR | | Parsons Corporation | 1 | 25.0% | | CACI International Inc | 2 | 14.5% | | Leidos Holdings, Inc. | 3 | 13.6% | | KBR, Inc. | 4 | 12.5% | | Booz Allen Hamilton Holding Corporation | 5 | 11.6% | | Fluor Corporation | 6 | 11.5% | | Science Applications International Corporation | 7 | 6.0% | | Jacobs Solutions Inc. | 8 | 3.4% |

  129. RESULTS AND PAYOUTS FOR AWARDS FOR THE 2022-2024 PERFORMANCE PERIOD

    Our B2B performance for each of the three years in the performance period is shown in the table below. The average B2B payout ratio for the three-year performance period was 158.3%.

  130. RESULTS AND PAYOUTS FOR AWARDS FOR THE 2022-2024 PERFORMANCE PERIOD

    | Year | Threshold –25% | Target – 100% | Maximum – 200% | B2B* | B2B Payout Ratio | | 2022 | 1.00 | 1.05 | 1.10 | 1.20 | 200% | | 2023 | 0.90 | 1.00 | 1.10 | 1.10 | 200% | | 2024 | 0.90 | 1.05 | 1.20 | 1.00 | 75% | | Average B2B Payout Ratio | | | | | 158.3% |

  131. RESULTS AND PAYOUTS FOR AWARDS FOR THE 2022-2024 PERFORMANCE PERIOD

    | * With respect to the KBR Long-Term Performance Cash and Stock Awards, the calculation of book-to-bill excludes KBR’s long-term private finance initiative (PFI) projects in the UK. |

  132. RESULTS AND PAYOUTS FOR AWARDS FOR THE 2022-2024 PERFORMANCE PERIOD

    | | Executive Compensation | | | Compensation Discussion and Analysis |

  133. Payout Table for 2022-2024 KBR Long-Term Performance Cash and Stock Award Period

    Payout Table for 2022-2024 KBR Long-Term Performance Cash and Stock Award Period

  134. Payout Table for 2022-2024 KBR Long-Term Performance Cash and Stock Award Period

    | 2022 Long-Term Performance Cash and Stock Award | | | | Average Total Stockholder Return 2022-2024 | | Book-to-Bill 2022-2024 | | | Named Executive Officer | Target Performance Cash and Stock Award ($) | Target TSR- Related Shares of Stock* (#) | Target B2B- Related Cash Units ($) | Avg TSR Payout (%) | Actual Avg TSR Payout in Shares of Stock (#) | Avg B2B Payout Ratio Payout (%) | Actual Avg B2B Payout Ratio Payout in Cash ($) | | Mr. Bradie | 4,666,667 | 48,551 | 2,333,334 | 117.8 | 57,193 | 158.3 | 3,693,668 | | Mr. Sopp | 1,000,000 | 10,404 | 500,000 | 117.8 | 12,256 | 158.3 | 791,500 | | Mr. Bright | 833,333 | 8,670 | 416,667 | 117.8 | 10,213 | 158.3 | 659,584 | | Mr. Ibrahim | 666,667 | 6,936 | 333,334 | 117.8 | 8,171 | 158.3 | 527,668 | | Ms. Galindo | 666,667 | 6,936 | 333,334 | 117.8 | 8,171 | 158.3 | 527,668 |

  135. Payout Table for 2022-2024 KBR Long-Term Performance Cash and Stock Award Period

    | * The Target TSR-Related Shares of Stock is determined by dividing the target value of the TSR portion (50%) of the Target Performance Cash and Stock Award by the closing price of a share of KBR common stock on the grant date (rounded up to the next whole unit). The date of grant was February 24, 2022, and the closing price of a share of KBR common stock on that date was $48.06. |

  136. KBR RESTRICTED STOCK UNITS

    KBR RESTRICTED STOCK UNITS The KBR Restricted Stock Units granted to our NEOs in 2024 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 NEO by dividing the portion of the total target long-term incentive award allocated to KBR restricted stock units (33 ⅓%) by $59.28, 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 2024 was not a successful year for us. Any amount of restricted stock units forfeited could not be earned back during the second and third years of the three-year vesting period. In February 2025, our Compensation Committee determined that 2024 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.

  137. KBR RESTRICTED STOCK UNITS

    | No Changes Made to KBR’s 2025 Long-Term Incentive Awards No changes were made to the design of the LTI Plan for 2025 because the LTI Plan in effect in 2024 is still considered to be aligned with the interests of KBR and our stockholders. The TSR Peer Group for the 2025 LTI Plan includes the same companies used to benchmark the 2025 executive compensation for our NEOs. |

  138. KBR RESTRICTED STOCK UNITS

    | 76 2025 Proxy Statement | www.kbr.com |

  139. KBR RESTRICTED STOCK UNITS

    | Executive Compensation | | | Compensation Discussion and Analysis | |

  140. 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.

  141. 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 “2024 Potential Payments Upon Termination or Change In Control” and “Severance and Change-in-Control Agreements.” The Agreement requires a double-trigger change-in-control termination (i.e., the occurrence of both a change in control and a termination of employment within two years thereafter) in order for an executive to receive change-in-control benefits. None of the Agreements contain an excise tax gross-up, and our Compensation Committee has committed not to provide for such gross-ups in the future. Our Compensation Committee offered the Agreement to Mr. Bradie in June 2014, Mr. Ibrahim in May 2015, Mr. Sopp in February 2017, Mr. Bright in January 2021, and Ms. Galindo in November 2021 because each of our other members of Senior Executive Management at those times had an Agreement or to incentivize them to leave their former employer and join KBR. The Agreements terminate automatically on the earlier of (i) the executive’s termination of employment with KBR or (ii) two years after a change in control that occurs during the term of the Agreement. The Agreement provides for:

  142. 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. |

  143. 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.

  144. EQUITY AWARD GRANT PRACTICES

    EQUITY AWARD GRANT PRACTICES Equity awards are discretionary and are generally granted to our NEOs two business days after KBR files a Form 10-K with the SEC in the first quarter of the grant year. In certain circumstances, including the hiring or promotion of an officer, our Compensation Committee may approve grants to be effective at other times. KBR did not grant stock options to its employees during the last completed fiscal year; however, stock option grants, when approved by our Compensation Committee, are never issued with an exercise price below the fair market value of our common stock on the date of grant. KBR does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  145. 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.

  146. 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 | 2024 | 1,284,698 | 4,819,548 | 6,267,669 | 3,850 | 181,180 | 12,556,945 | | | 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 | | Mark W. Sopp EVP & CFO | 2024 | 768,458 | 1,134,032 | 1,721,798 | 1,131 | 41,905 | 3,667,324 | | | 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 | | W. Byron Bright, Jr. President, Mission Technology Solutions | 2024 | 738,088 | 819,004 | 1,553,116 | 927 | 54,089 | 3,165,224 | | | 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 | | J. Jay Ibrahim President, Sustainable Technology Solutions | 2024 | 701,832 | 756,021 | 1,464,329 | 994 | 52,166 | 2,975,342 | | | 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 | | Sonia Galindo EVP, General Counsel & Corporate Secretary | 2024 | 672,670 | 693,039 | 1,362,348 | 286 | 53,523 | 2,781,866 |

  147. 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. None of our NEOs participate in the KBR Elective Deferral Plan. |

  148. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information regarding awards in 2024 under the KBR Senior Executive Performance Pay Plan and the KBR Stock and Incentive Plan.

  149. Grants of Plan-Based Awards

    | | | | | Number Of Non-Equity Incentive | 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 | Grant Date Fair Value Of Stock And Option | | Name | Grant Type(1) | Grant Date | Approval Date | Plan Units Granted | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Or Units (#)(3) | Awards ($)(4) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | (m) | | Stuart J. B. Bradie | STI | — | — | — | 478,125 | 1,912,500 | 3,825,000 | — | — | — | — | — | | | PAs-TSR | 2/22/2024 | 2/21/2024 | — | — | — | — | 637,500 | 2,550,000 | 5,100,000 | — | 2,269,500 | | | PAs-B2B | 2/22/2024 | 2/21/2024 | 2,550,000 | 637,500 | 2,550,000 | 5,100,000 | — | — | — | — | — | | | RSUs | 2/22/2024 | 2/21/2024 | — | — | — | — | — | — | — | 43,017 | 2,550,048 | | Mark W. Sopp | STI | — | — | — | 176,059 | 704,238 | 1,408,476 | — | — | — | — | — | | | PAs-TSR | 2/22/2024 | 2/21/2024 | — | — | — | — | 150,000 | 600,000 | 1,200,000 | — | 534,000 | | | PAs-B2B | 2/22/2024 | 2/21/2024 | 600,000 | 150,000 | 600,000 | 1,200,000 | — | — | — | — | — | | | RSUs | 2/22/2024 | 2/21/2024 | — | — | — | — | — | — | — | 10,122 | 600,032 | | W. Byron Bright, Jr. | STI | — | — | — | 169,101 | 676,406 | 1,352,811 | — | — | — | — | — | | | PAs-TSR | 2/22/2024 | 2/21/2024 | — | — | — | — | 108,333 | 433,333 | 866,666 | — | 385,666 | | | PAs-B2B | 2/22/2024 | 2/21/2024 | 433,334 | 108,334 | 433,334 | 866,668 | — | — | — | — | — | | | RSUs | 2/22/2024 | 2/21/2024 | — | — | — | — | — | — | — | 7,310 | 433,337 | | J. Jay Ibrahim | STI | — | — | — | 161,049 | 644,196 | 1,288,392 | — | — | — | — | — | | | PAs-TSR | 2/22/2024 | 2/21/2024 | — | — | — | — | 100,000 | 400,000 | 800,000 | — | 356,000 | | | PAs-B2B | 2/22/2024 | 2/21/2024 | 400,000 | 100,000 | 400,000 | 800,000 | — | — | — | — | — | | | RSUs | 2/22/2024 | 2/21/2024 | — | — | — | — | — | — | — | 6,748 | 400,021 | | Sonia Galindo | STI | — | — | — | 154,114 | 616,455 | 1,232,910 | — | — | — | — | — | | | PAs-TSR | 2/22/2024 | 2/21/2024 | — | — | — | — | 91,667 | 366,666 | 733,332 | — | 326,333 | | | PAs-B2B | 2/22/2024 | 2/21/2024 | 366,667 | 91,667 | 366,667 | 733,334 | — | — | — | — | — | | | RSUs | 2/22/2024 | 2/21/2024 | — | — | — | — | — | — | — | 6,186 | 366,706 |

  150. Grants of Plan-Based Awards

    | (1) During fiscal year 2024, the NEOs received the following types of plan-based awards: STI (Annual); LTI Performance Cash and Stock Awards (“PAs”), which are based 50% on relative TSR and 50% on B2B; and KBR Restricted Stock Units (“RSUs”). All awards were granted under the KBR Stock and Incentive Plan, except that the STI was granted under the Performance Pay Plan, which is a performance program under the KBR Stock and Incentive Plan. | | (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 2024 STI payouts are calculated using the Participant’s annual base salary as determined on January 1, 2024 (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). 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 2024. | | (3) The RSUs 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 $59.28 and are calculated for PAs based on each PA unit having a grant date fair value of $0.890. These amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC 718. |

  151. Grants of Plan-Based Awards

    | | Executive Compensation | | | Executive Compensation Tables |

  152. 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

  153. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table provides information on previously awarded equity grants outstanding as of January 3, 2025.

  154. Outstanding Equity Awards at Fiscal Year End

    | | | Stock Awards | | | | | Name | Grant Date(1) | 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) | | Stuart J. B. Bradie | 2/22/2024 | 43,017 | 2,538,433 | 43,017 | 5,076,866 | | | 2/22/2023 | 28,926 | 1,706,923 | 43,388 | 5,120,652 | | | 2/24/2022 | 16,184 | 955,018 | — | — | | TOTAL | | 88,127 | 5,200,374 | 86,405 | 10,197,518 | | Mark W. Sopp | 2/22/2024 | 10,122 | 597,299 | 10,122 | 1,194,598 | | | 2/22/2023 | 6,384 | 376,720 | 9,576 | 1,130,160 | | | 2/24/2022 | 3,468 | 204,647 | — | — | | TOTAL | | 19,974 | 1,178,666 | 19,698 | 2,324,758 | | W. Byron Bright, Jr. | 2/22/2024 | 7,310 | 431,363 | 7,310 | 862,726 | | | 2/22/2023 | 4,987 | 294,283 | 7,481 | 882,908 | | | 2/24/2022 | 2,890 | 170,539 | — | — | | TOTAL | | 15,187 | 896,185 | 14,791 | 1,745,634 | | J. Jay Ibrahim | 2/22/2024 | 6,748 | 398,199 | 6,748 | 796,399 | | | 2/22/2023 | 3,990 | 235,450 | 5,985 | 706,350 | | | 2/24/2022 | 2,312 | 136,431 | — | — | | TOTAL | | 13,050 | 770,080 | 12,733 | 1,502,749 | | Sonia Galindo | 2/22/2024 | 6,186 | 365,036 | 6,186 | 730,072 | | | 2/22/2023 | 3,990 | 235,450 | 5,985 | 706,350 | | | 2/24/2022 | 2,312 | 136,431 | — | — | | TOTAL | | 12,488 | 736,917 | 12,171 | 1,436,422 |

  155. Outstanding Equity Awards at Fiscal Year End

    | (1) The awards granted consist of RSUs and performance awards based on relative TSR under the KBR Stock and Incentive Plan. | | (2) With respect to the RSUs granted on February 24, 2022, February 22, 2023, and February 22, 2024, for all NEOs, the units vest at a rate of 33 ⅓% per year over a three-year vesting period. However, vesting of 20% of the total number of RSUs granted as part of the annual long-term incentive awards is subject to whether our Compensation Committee determines, in its sole discretion, that each of 2022, 2023, and 2024 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 $59.01 per share, the closing price for KBR common stock on January 3, 2025 (the last trading day of the fiscal year). | | (4) This column includes the 50% portions of the performance awards granted in 2023 and 2024 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 2023 and 2024, which are calculated by multiplying the market value based upon a fair market value of $59.01 per share for KBR common stock, the closing price on January 3, 2025 (the last trading day of the fiscal year), by the maximum number of shares of KBR common stock deliverable under the TSR-based portions of the performance awards granted in 2023 and 2024, 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. |

  156. Outstanding Equity Awards at Fiscal Year End

    | 86 2025 Proxy Statement | www.kbr.com |

  157. Outstanding Equity Awards at Fiscal Year End

    | Executive Compensation | | | Executive Compensation Tables | |

  158. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows information for 2024 regarding the exercise of stock options and the vesting of restricted stock units.

  159. 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 | — | — | 109,891 | 6,455,067 | | Mark W. Sopp | — | — | 24,209 | 1,422,766 | | W. Byron Bright, Jr. | — | — | 19,655 | 1,154,640 | | J. Jay Ibrahim | 22,190 | 1,070,818 | 16,007 | 940,665 | | Sonia Galindo | — | — | 17,203 | 1,047,188 |

  160. 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 2024 and a portion of the cash and stock performance awards (“PAs”) granted in 2022 that vested on December 31, 2024. The amounts included under columns (d) and (e) above attributable to the PAs granted in 2022 reflect the TSR-based portion of such PAs that is settled in shares of KBR common stock. For Mr. Bradie, 42,160 RSUs, 10,538 PSUs, and 57,193 PAs vested. For Mr. Sopp, 9,563 RSUs, 2,390 PSUs, and 12,256 PAs vested. For Mr. Bright, 7,554 RSUs, 1,888 PSUs, and 10,213 PAs vested. For Mr. Ibrahim, 6,268 RSUs, 1,568 PSUs, and 8,171 PAs vested. For Ms. Galindo, 8,170 RSUs, 862 PSUs, and 8,171 PAs vested. The B2B-based portion of the PAs that vested in fiscal year 2024 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 2024. | | (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 2022 PAs at the end of the three-year performance period on December 31, 2024, computed by multiplying the product of the target number of shares of KBR common stock granted and the TSR metric payout percentage of 117.8% (i.e., the number of shares of KBR common stock earned) by the closing price of common stock on December 31, 2024. The TSR metric payout percentage of 117.8% was certified by our Board, with respect to Mr. Bradie, and Compensation Committee, with respect to our other NEOs, effective as of February 25, 2025. The value realized on the TSR-based portion of the 2022 PAs on the date of certification for each NEO is as follows: Mr. Bradie, $2,758,990; Mr. Sopp, $591,229; Mr. Bright, $492,675; Mr. Ibrahim, $394,169; and Ms. Galindo, $394,169. |

  161. Option Exercises and Stock Vested

    | | Executive Compensation | | | Executive Compensation Tables |

  162. Pension Benefits

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

  163. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table provides information regarding each NEO’s contributions to covered deferred compensation plans, earnings accrued during the year, withdrawals and distributions during the year, and plan balances at fiscal year-end.

  164. 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 | — | 51,144 | 33,217 | — | 638,117 | | Mark W. Sopp | Elective Deferral | — | — | — | — | — | | | Restoration | — | 21,722 | 9,967 | — | 197,867 | | W. Byron Bright, Jr. | Elective Deferral | — | — | — | — | — | | | Restoration | — | 20,114 | 8,081 | — | 162,927 | | J. Jay Ibrahim | Elective Deferral | — | — | — | — | — | | | Restoration | — | 18,191 | 8,856 | — | 174,687 | | Sonia Galindo | Elective Deferral | — | — | — | — | — | | | Restoration | — | 16,649 | 1,991 | — | 51,870 |

  165. 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 2024 in column (g) of the Summary Compensation Table. | | (3) Only the above-market earnings in column (d) are reported as compensation for 2024 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 2024 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, as applicable, for each NEO are as follows: Mr. Bradie, $149,228; Mr. Sopp, $63,214; Mr. Bright, $58,588; Mr. Ibrahim, $49,992; and Ms. Galindo, $16,649. |

  166. NARRATIVE DISCLOSURE TO NONQUALIFIED DEFERRED COMPENSATION TABLE

    NARRATIVE DISCLOSURE TO NONQUALIFIED DEFERRED COMPENSATION TABLE Under the Elective Deferral Plan, voluntary pretax deferrals of up to 75% of base salary and incentive compensation are allowed each year. The Benefit Restoration Plan does not allow employee elective deferrals. Earnings under the Elective Deferral Plan are based upon the executive’s election from a variety of investment options that include both stock and bond funds. Generally, participants may change their investment elections without limit; however, most of the funds are subject to waiting periods for transfers and reallocations into and out of the same fund. Any preferential interest credited above 120% of the applicable Federal long-term rate is recorded in column (f) the Summary Compensation Table. Earnings for the Benefit Restoration Plan that were applicable to allocation years prior to January 1, 2024, were credited based on a legacy bond fund in the KBR Elective Deferral Plan, which had 2022 and 2023 yields that exceeded 120% of the applicable Federal long-term rates. That preferential interest is recorded in column (f) of the Summary Compensation Table. In 2024, our NEOs received awards under the Benefit Restoration Plan in the amounts shown in the footnote table to column (g) of the Summary Compensation Table. Earnings for the Benefit Restoration Plan that are applicable to allocation years beginning on and after January 1, 2024, will be credited based upon the executive’s election from a variety of investment options that consist of the same funds offered under the Elective Deferral Plan. Similar to the Elective Deferral Plan, participants under the Benefit Restoration Plan may change their investment elections without limit, subject to the waiting periods for transfers into and out of the same fund. Benefits under the Benefit Restoration Plan are paid in a lump sum upon termination. Benefits under the Elective Deferral Plan are paid on termination of employment or a specified future date, either as a lump sum or in installments. Withdrawals under the Elective Deferral Plan are allowed in the case of an unforeseeable emergency.

  167. NARRATIVE DISCLOSURE TO NONQUALIFIED DEFERRED COMPENSATION TABLE

    | 88 2025 Proxy Statement | www.kbr.com |

  168. NARRATIVE DISCLOSURE TO NONQUALIFIED DEFERRED COMPENSATION TABLE

    | Executive Compensation | | | Executive Compensation Tables | |

  169. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  170. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Executive | Benefits(1)(2) | Change in Control without Termination 1/3/2025 ($) | Change in Control with Involuntary Termination 1/3/2025 ($) | Retirement, Disability, or Death on 1/3/2025(6) ($) | Involuntary Not For Cause or Voluntary for Good Reason Termination on 1/3/2025 ($) | For Cause or Voluntary without Good Reason on 1/3/2025 ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | Stuart J. B. Bradie | Stock Awards | — | 5,200,374 | 5,200,374 | — | — | | | Stock Options(3) | — | — | — | — | — | | | Performance Awards(4) | — | 15,263,755 | 10,244,628 | — | — | | | Cash Severance(5) | — | 12,365,868 | 2,574,225 | 6,375,000 | — | | TOTAL | | — | 32,829,997 | 18,019,227 | 6,375,000 | — | | Mark W. Sopp | Stock Awards | — | 1,178,666 | 1,178,666 | — | — | | | Stock Options(3) | — | — | — | — | — | | | Performance Awards(4) | — | 3,409,653 | 2,252,662 | — | — | | | Cash Severance(5) | — | 3,869,573 | 930,298 | 1,445,541 | — | | TOTAL | | — | 8,457,892 | 4,361,626 | 1,445,541 | — | | W. Byron Bright, Jr. | Stock Awards | — | 896,185 | 896,185 | — | — | | | Stock Options(3) | — | — | — | — | — | | | Performance Awards(4) | — | 2,651,102 | 1,794,099 | — | — | | | Cash Severance(5) | — | 3,745,574 | 893,532 | 1,388,412 | — | | TOTAL | | — | 7,292,861 | 3,583,816 | 1,388,412 | — | | J. Jay Ibrahim | Stock Awards | — | 770,081 | 770,081 | — | — | | | Stock Options(3) | — | — | — | — | — | | | Performance Awards(4) | — | 2,227,336 | 1,471,125 | — | — | | | Cash Severance(5) | — | 3,647,014 | 936,661 | 1,322,297 | — | | TOTAL | | — | 6,644,431 | 3,177,867 | 1,322,297 | — | | Sonia Galindo | Stock Awards | — | 736,917 | 736,917 | — | — | | | Stock Options(3) | — | — | — | — | — | | | Performance Awards(4) | — | 2,160,839 | 1,448,737 | — | — | | | Cash Severance(5) | — | 3,394,636 | 834,680 | 1,265,355 | — | | TOTAL | | — | 6,292,392 | 3,020,334 | 1,265,355 | — |

  171. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (1) The aggregate nonqualified deferred compensation payable to each NEO upon termination is set forth in column (f) of the Nonqualified Deferred Compensation Table and is not reflected in this table. | | (2) This table includes amounts payable to the NEOs assuming they remained employed through January 3, 2025, pursuant to the Performance Pay Plan, as reported in column (e) of the Summary Compensation Table. If an NEO is terminated for “cause” (as defined under the applicable plan/program), all such executive’s rights to payment would be automatically forfeited. This table does not include benefits that are generally available to all salaried employees. | | (3) No amounts are shown for stock options in this table because there were no unvested stock options as of January 3, 2025. KBR last granted stock options in 2015. | | (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 2022 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 158.3% of target with respect to the B2B portion and 117.8% 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). Cash severance does not include amounts that may be paid under the severance plan generally available to all employees because the NEOs are not eligible for that plan while party to an individual severance agreement. | | (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. |

  172. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 90 2025 Proxy Statement | www.kbr.com |

  173. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Executive Compensation | | | Executive Compensation Tables | |

  174. DETERMINATION OF APPROPRIATE PAYMENT AND BENEFIT LEVELS UNDER VARIOUS CIRCUMSTANCES

    | Executive Compensation | | | CEO Pay Ratio | |

  175. Pay Ratio Methodology and Calculation

    Pay Ratio Methodology and Calculation

  176. PAY RATIO CALCULATION

    PAY RATIO CALCULATION After we identified our median employee, we calculated all the elements of such employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $75,263. The annual total compensation of our CEO was $12,556,945, as reported in the “Total” column of our 2024 Summary Compensation Table included in this proxy statement. Based on this information, for 2024 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 167:1. 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.

  177. PAY RATIO CALCULATION

    | | Executive Compensation | | | Pay Versus Performance |

  178. PAY RATIO CALCULATION

    Pay Versus Performance

  179. 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.

  180. Pay Versus Performance Table

    | | | | Average Summary | Average | Value of initial fixed $100 investment based on: | | | | | Year (a) | Summary Compensation Table Total for CEO(1) ($)(b) | Compensation Actually Paid to CEO(2) ($)(c) | Compensation Table Total for non-CEO NEOs(3) ($)(d) | Compensation Actually Paid to non-CEO NEOs(4) ($)(e) | Company TSR(5) ($)(f) | Peer Group Total Shareholder Return(6) ($)(g) | Net Income (Loss)(7) ($)(h) | Company-Selected Performance Measure: Adj. EPS(8) ($)(i) | | 2024 | 12,556,945 | 13,432,658 | 3,147,439 | 3,317,203 | 204.78 | 201.70 | 381,000,000 | 3.34 | | 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 | 131.72 | 35,000,000 | 2.43 | | 2020 | 9,864,381 | 9,222,322 | 2,218,991 | 2,138,848 | 103.16 | 103.03 | (42,000,000) | 1.74 |

  181. 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 81. |

  182. 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”: |

  183. 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 ($) | Compensation Actually Paid to CEO ($) | | 2024 | 12,556,945 | (4,819,548) | 5,695,261 | — | — | 13,432,658 | | 2023 | 12,659,920 | (4,630,378) | 7,938,912 | — | — | 15,968,454 | | 2022 | 12,617,035 | (4,641,028) | 8,981,750 | — | — | 16,957,757 | | 2021 | 12,024,347 | (4,256,264) | 14,733,036 | — | — | 22,501,119 | | 2020 | 9,864,381 | (3,614,585) | 2,972,526 | — | — | 9,222,322 |

  184. Pay Versus Performance Table

    | (a) This column reflects the grant date fair value of equity awards, which are the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. | | (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: |

  185. Pay Versus Performance Table

    | 94 2025 Proxy Statement | www.kbr.com |

  186. Pay Versus Performance Table

    | Executive Compensation | | | Pay Versus Performance | |

  187. 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 ($) | | 2024 | 5,592,210 | (143,980) | — | 221,880 | — | 25,151 | 5,695,261 | | 2023 | 5,608,767 | 2,118,155 | — | 163,948 | — | 48,042 | 7,938,912 | | 2022 | 5,553,263 | 3,224,991 | — | 131,229 | — | 72,267 | 8,981,750 | | 2021 | 8,574,868 | 6,082,602 | — | 7,120 | — | 68,446 | 14,733,036 | | 2020 | 4,852,517 | (1,404,632) | — | (551,461) | — | 76,102 | 2,972,526 |

  188. Pay Versus Performance Table

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

  189. Pay Versus Performance Table

    | (3) The amounts in this column represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Bradie) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Bradie) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Messrs. Bright, Ibrahim, and Sopp and Ms. Galindo; (ii) for 2022 and 2023, Messrs. Bright, Ibrahim, and Sopp and Ms. Myles; (iii) for 2021, Messrs. Bright, Ibrahim, Kelly, and Sopp and Ms. Akerson; and (iv) for 2020, Messrs. Bright, Ibrahim, and Sopp and Ms. Akerson. | | (4) The amounts in this column represent the average amount of “Compensation Actually Paid” to the NEOs as a group (excluding Mr. Bradie), as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Bradie) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Bradie) for each year to determine the “Compensation Actually Paid,” using the same methodology described above in Note 2: |

  190. 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 ($) | Average Compensation Actually Paid to non-CEO named executive officers ($) | | 2024 | 3,147,439 | (850,524) | 1,020,288 | — | — | 3,317,203 | | 2023 | 3,017,505 | (750,463) | 1,335,828 | — | — | 3,602,870 | | 2022 | 2,943,662 | (762,467) | 1,535,657 | — | — | 3,716,852 | | 2021 | 2,595,828 | (721,882) | 1,907,832 | — | — | 3,781,778 | | 2020 | 2,218,991 | (628,951) | 548,808 | — | — | 2,138,848 |

  191. Pay Versus Performance Table

    | (a) This column reflects the average grant date fair value of equity awards, which are the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year, for the NEOs as a group (excluding Mr. Bradie). | | (b) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |

  192. Pay Versus Performance Table

    | | Executive Compensation | | | Pay Versus Performance |

  193. 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 ($) | | 2024 | 986,895 | (25,383) | — | 49,196 | — | 9,580 | 1,020,288 | | 2023 | 909,059 | 362,354 | — | 56,203 | — | 8,212 | 1,335,828 | | 2022 | 912,352 | 605,404 | — | 7,066 | — | 10,835 | 1,535,657 | | 2021 | 1,239,559 | 802,342 | — | 2,557 | (147,871) | 11,245 | 1,907,832 | | 2020 | 844,368 | (213,742) | — | (93,908) | — | 12,090 | 548,808 |

  194. Pay Versus Performance Table

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

  195. 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. |

  196. Pay Versus Performance Table

    | (6) The peer group used for this purpose is the Peer Group used by the Company for benchmarking purposes as discussed in the “Compensation Discussion and Analysis” section of this proxy statement. Peer group TSR was calculated on a market capitalization weighted basis according to the respective issuers’ stock market capitalization at the beginning of each period for which a return is indicated. TSR for both the Company and the peer group is based on an initial $100 investment, measured on a cumulative basis from the market close on December 31, 2019, through and including January 3, 2025. TSR calculations reflect reinvestment of dividends. The 2024 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., 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 was excluded in determining our peer group TSR for 2023 (and the prior years presented). As a result, the 2024 Peer Group and 2023 Peer Group were the same for the purpose of determining our peer group TSR. |

  197. Pay Versus Performance Table

    | (7) The amounts reported represent the amount of GAAP net income (loss) reflected in the Company’s audited financial statements for the applicable fiscal year. |

  198. Pay Versus Performance Table

    | (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. |

  199. Pay Versus Performance Table

    | 96 2025 Proxy Statement | www.kbr.com |

  200. Pay Versus Performance Table

    | Executive Compensation | | | Pay Versus Performance | |

  201. 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 94: 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 2024 STI plan, with Company performance on this measure driving 45% of the plan funding for the 2024 STI plan, as described in greater detail in our Compensation Discussion and Analysis. Compensation actually paid versus total shareholder return Compensation actually paid versus net income (loss)

  202. Pay Versus Performance Relationship Disclosures

    | | Executive Compensation | | | Pay Versus Performance |

  203. Pay Versus Performance Relationship Disclosures

    Compensation actually paid versus adjusted EPS