Kbr, Inc DEF 14A, filed Apr 3, 2023

Kbr, Inc. (KBR)

DEF 14A 2023-04-03

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Added on June 12, 2026

About this DEF 14A

Kbr, Inc filed this DEF 14A on April 3, 2023.

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	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

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	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

We invite you to attend KBR’s virtual annual stockholders’ meeting and act upon the following matters:
1. Elect as directors the ten nominees named in the attached proxy statement. 2. Consider and act upon an advisory vote to approve the named executive officer compensation as described in the Compensation Discussion and Analysis. 3. Consider and act upon an advisory vote regarding the frequency of advisory votes on the named executive officer compensation. 4. Ratify the appointment of KPMG LLP as the independent registered public accounting firm to audit KBR’s consolidated financial statements for the year ending December 29, 2023. 5. Transact any other business that properly comes before the meeting or any adjournment or postponement of the meeting. The Proxy Statement that follows describes these items.	Place The Annual Meeting will be completely virtual and only conducted via live webcast at virtualshareholdermeeting.com/KBR2023. There will be no physical meeting location.
	When Wednesday May 17, 2023
	Time 9:00 a.m. Central Daylight Time

Proposals Requiring Your Vote	8
About KBR	8
Business Highlights	9
Financial Highlights	10
Sustainability Highlights	11
Information About the Board of Directors	12
Governance Highlights	14
Focus on Accountability	14
Independent and Engaged Board	14
Compensation Highlights	15

Election of Directors to the Board	Board Recommends	FOR EACH NOMINEE	P.18

Advisory Vote to Approve the Named Executive Officer Compensation	Board Recommends	FOR	P.52

Advisory Vote Regarding the Frequency of the Advisory Votes on the Named Executive Officer Compensation	Board Recommends	FOR ONE-YEAR FREQUENCY	P.53

Ratify KPMG LLP as the Independent Registered Public Accounting Firm	Board Recommends	FOR	P.98

DIVIDENDS PAID OUT IN 2022	TSR PEER GROUP 3-YEAR RANKING	QUARTERLY DIVIDEND INCREASE IN 2022
	2022
$66MM	3RD	9%

DIRECTOR	PUBLIC BOARDS	INDEP. OF MGMT	TENURE	AGE	GENDER	NATIONALITY	RACE/ETHINICITY	GENERALS
Mark Baldwin	2		8	69	M	U.S.	White
Stuart Bradie	0		8	56	M	UK	White
Lynn Dugle	2		3	63	F	U.S.	White
Lester Lyles	0		15	76	M	U.S.	African American
John Manzoni	2		<1	63	M	UK	White
Wendy Masiello	0		5	64	F	U.S.	White
Jack Moore	2		11	69	M	U.S.	White
Ann Pickard	2		7	67	F	U.S.	White
Carlos Sabater	2		1	64	M	U.S.	White + Hispanic
Vincent Stewart	0		1	64	M	U.S.	African American

	Board and Committee Meeting Attendance Rate	Audit Committee	Compensation Committee	Cybersecurity Committee	Nominating and Corporate Governance Committee	Sustainability and Corporate Responsibility Committee
Mark Baldwin	90%
Stuart Bradie	100%
Lynn Dugle	93%
Lester Lyles	100%
John Manzoni	96%
Wendy Masiello	98%
Jack Moore	90%
Ann Pickard	100%
Carlos Sabater	100%
Vincent Stewart	100%
Number of Meetings		11	6	4	4	3
Director Attendance		93%	98%	100%	98%	100%
Committee Member Attendance		97%	100%	100%	100%	100%

28 INDEPENDENT BOARD COMMITTEE MEETINGS HELD IN 2022


	27 EXECUTIVE SESSIONS HELD IN 2022 WITHOUT MANAGEMENT PRESENT


3
NEW INDEPENDENT BOARD COMMITTEE MEMBERSHIP APPOINTMENTS IN 2022

DIRECTOR	INDUSTRY EXPERIENCE	Risk Management / Oversight	Cybersecurity	CEO/CFO	AUDIT/FINANCIAL	VETERAN
Mark Baldwin	Energy
Stuart Bradie	Engineering Government
Lynn Dugle	Government Space Technology
Lester Lyles	Government Space
John Manzoni	Energy Engineering Government
Wendy Masiello	Government Technology
Jack Moore	Energy
Ann Pickard	Energy Engineering Technology
Carlos Sabater	Technology
Vincent Stewart	Government Technology

	MARK E. BALDWIN
	Age: 69 \| Director since: 2014 \| Independent
	Board Committees: Audit Committee (Chair) and Sustainability and Corporate Responsibility Committee	Other Public Company Boards: Nine Energy Service, Inc. (Audit Committee Chair) and TETRA Technologies, Inc. (Audit Committee Chair)

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

	STUART J. B. BRADIE
	Age: 56 \| Director since: 2014
	Board Committees: None	Other Public Company Boards: None

Current Business Experience		Education
• President and Chief Executive Officer, KBR, Inc. (since 2014) Prior Business Experience		• B.S. (Mechanical Engineering), Aberdeen University • M.B.A., Edinburgh Business School, Heriot-Watt University
• 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

	LYNN A. DUGLE
	Age: 63 \| Director since: 2020 \| Independent
	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: Avantus Federal (Member); The Board on Army Research and Development of the National Academy of Sciences (Member), and ZOE Empowers (Member) Previous Affiliations: The B2B Project (Member); First Light Acquisition Group, Inc. (Advisor Partner); Intelligence and National Security Alliance (Member); and State Street Corporation (Director)

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

	GENERAL LESTER L. LYLES, USAF (RET.)
	Age: 76 \| Director since: 2007 \| Chair of the Board since: 2019 \| Independent
	Board Committees: Cybersecurity Committee and Nominating and Corporate Governance Committee	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)
	Other Public Company Boards: None	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)

Current Business Experience		Education
• Independent Consultant (since 2003)		• 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
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

	SIR JOHN A. MANZONI KCB
	Age: 63 \| Director Nominee: 2022 \| Independent
	Board Committees: Audit Committee and Cybersecurity Committee Other Public Company Boards: Diageo plc (Audit Committee Member; Nomination Committee Member; and Remuneration Committee Member) and SSE plc (Chair; Energy Markets Risk Committee Member; Nomination Committee Chair; Remuneration Committee Member; and Safety, Sustainability, Health and Environment Committee Member)	Current Affiliations: Atomic Weapons Establishment (Chair); Chairman Mentors International (Mentor); Saïd Business School at the University of Oxford (Global Leadership Council Member); and World Economic Forum (Global Leader of Tomorrow) Previous Affiliations: Accenture Energy (Advisor); Adamant Ventures (Advisor); Aspen Institute Corporate Values Group (Advisor); BP plc (Director); Leyshon Energy Ltd (Chair); SABMiller plc (Director); and Stanford University Graduate School of Business (Advisor)

Prior Business Experience		Education
• 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		• 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

	LT. GENERAL WENDY M. MASIELLO, USAF (RET.)
	Age: 64 \| Director since: 2017 \| Independent
	Board Committees: Compensation Committee and Sustainability and Corporate Responsibility Committee Other Public Company Boards: None	Current Affiliations: Acquisition Innovation and Research Center Advisory Panel to the Office of the Under Secretary of Defense for Acquisition and Sustainment (Advisor); Air Force Studies Board of the National Academy of Sciences (Member); EURPAC Service, Inc. (Director); National Contract Management Association (President); Procurement Round Table (Director); Public Spend Forum (Advisory Council); Rawls College, Texas Tech University (Advisory Council); Rebuilding Together (Director); StandardAero (Director); and Tlingit Haida Tribal Business Corporation (Director)

Current Business Experience		Education
• Independent Consultant (since 2017) Prior Business Experience		• 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
• Retired Three-Star General of the U.S. Air Force • Director of the Defense Contract Management Agency • Deputy Assistant Secretary (Contracting), Office of the Assistant Secretary of the Air Force for Acquisition • Program Executive Officer for the Air Force’s $65 billion Service Acquisition portfolio • Deployment to Iraq to lead contracting support for military forces in Iraq and Afghanistan

	JACK B. MOORE
	Age: 69 \| Director since: 2012 \| Independent
	Board Committees: Compensation Committee (Chair), Cybersecurity Committee, and Nominating and Corporate Governance Committee	Current Affiliations: American Heart Association (Member); MAM (Memorial Assistance Ministries) (Director); and University of Houston System Board of Regents (Member)
	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)	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)

Prior Business Experience		Education
• 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		• B.B.A., University of Houston • Graduate of the Advanced Management Program at Harvard Business School

	ANN D. PICKARD
	Age: 67 \| Director since: 2015 \| Independent
	Board Committees: Sustainability and Corporate Responsibility Committee (Chair) and Compensation Committee	Current Affiliations: The University of Wyoming Foundation (Budget/Audit) and Chief Executive Women (Member)
	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)	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)

Kbr, Inc DEF 14A, filed Apr 3, 2023

About this DEF 14A

Notice of Annual Meeting of Stockholders

Proxy Summary

Proposals Requiring Your Vote

About KBR

Business Highlights

Financial Highlights

Sustainability Highlights

Information About the Board of Directors

Governance Highlights

Focus on Accountability

Independent and Engaged Board

Compensation Highlights

STRONG LINK BETWEEN PAY AND PERFORMANCE

LISTENING TO STOCKHOLDERS’ FEEDBACK

CEO HAS RECEIVED FOUR BASE SALARY INCREASES IN NINE YEARS

Corporate Governance

Proposal No. 1 — Election of Directors

Our Board

Nominees for Director

Board and Governance Structure

Role of the Board of Directors

Our Board Leadership Structure

Director Independence

Committees of the Board

AUDIT COMMITTEE

COMPENSATION COMMITTEE

CYBERSECURITY COMMITTEE

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

SUSTAINABILITY AND CORPORATE RESPONSIBILITY COMMITTEE

Enterprise Risk Management

ERM Framework

ERM Program

Board Oversight of ERM

Management Succession Planning

Board and Committee Evaluations

Board Refreshment

Process for Selecting New Directors

BOARD REFRESHMENT

Director Qualifications

Stockholder Engagement

Director Orientation and Education

Board Practices and Procedures

Attendance at Meetings

Retirement Policy

Service on Other Boards

Anti-Hedging Policy

Corporate Governance Materials

How to Contact the Board

Sustainability and KBR

Vision: to create a better, safer, and more sustainable world.

Our Sustainability Pillars and ESG Focus Areas Within Each Topic

People Strategy

Human Capital Management

Purpose & Values

Health and Safety

Ethics & Compliance

Career

Early Career Professionals

Technical Professionals

Leadership

Succession Planning

Performance Management

Work Environment

Inclusion & Diversity

Employee Engagement

Employee Resource Groups (ERGs)

Compensation & Benefits

Talent Acquisition

Security Ownership of Certain Beneficial Owners and Management

Executive Officers

Executive Compensation

Proposal No. 2 — Advisory Vote to Approve Named Executive Officer Compensation

Proposal No. 3 — Advisory Vote to Approve the Frequency of Advisory Votes on the Named Executive Officer Compensation

Compensation Discussion and Analysis

Executive Summary

NAMED EXECUTIVE OFFICERS

COMPENSATION HIGHLIGHTS

Key Compensation Decisions for 2022

Notice of Annual Meeting
of Stockholders

Prior Business Experience		Education
• Executive Vice President, Arctic for Royal Dutch Shell plc • Executive Vice President and Country Chair, Australia, 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		• B.A., University of California San Diego • M.A., University of Pennsylvania

	CARLOS A. SABATER
	Age: 64 \| Director since: 2021 \| Independent
	Board Committees: Audit Committee and Nominating and Corporate Governance Committee	Current Affiliations: FIU Foundation (Director)
	Other Public Company Boards: PDC Energy, Inc. (Audit Committee Member and Compensation Committee Chair) and Pool Corporation (Audit Committee Member and Compensation Committee Member)	Previous Affiliations: Chamber of Commerce (Director); DACF Ltd. (Director); Florida International University (Director); Kiwanis Club (Director); and YMCA (Director)

Prior Business Experience		Education
• 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		• B.B.A. (Accounting and Finance), Florida International University

	LT. GENERAL VINCENT R. STEWART, USMC (RET.)
	Age: 64 \| Director since: 2021 \| Independent
	Board Committees: Cybersecurity Committee (Chair) and Audit Committee	Current Affiliations: Foreign Affairs Policy Board of the U.S. Department of State (Member); Goldman Sachs Bank USA, London Branch (Director); Pine Island Capital Partners (Partner); ShoulderUp Technology Acquisition Corp. (Chair); Stewart Global Solutions, LLC (Chief Executive Officer); and VCA Partners (Consultant)
	Other Public Company Boards: None	Previous Affiliations: The Aerospace Corporation (Trustee); American Public Education, Inc. (Director); Ankura Consulting Group, LLC (Chief Innovation and Business Intelligence Officer); Lockheed Martin Corporation (Director)

Current Business Experience		Education
• Independent Consultant (since 2019)		• B.A. (History), Western Illinois University • M.A. (National Security and Strategic Studies), Naval War College • M.S. (National Resource Strategy), Industrial College of the Armed Forces, National Defense University • Graduate of Executive Development Programs at Harvard University
Prior Business Experience
• Retired Three-Star General of the U.S. Marine Corps • Deputy Commander at United States Cyber Command • Director of the Defense Intelligence Agency • Commanding General of the U.S. Marine Corps Forces Cyberspace • Director of Intelligence of Marine Corps Intelligence

		General Lester L. Lyles, USAF (Ret.)				Stuart J. B. Bradie
		Chair of the Board				CEO
		• Oversees CEO succession • Oversees the board evaluation process • Calls meetings of the Board and independent directors • Provides management with feedback regarding the information that is necessary for the independent directors to effectively and responsibly perform their duties • Acts as a liaison between the independent directors and the CEO on sensitive / critical issues				• Sets the strategic direction for KBR • Provides day-to-day leadership over KBR’s operations • Focuses on execution of KBR’s business strategy, growth, and development • Sets the tone-at-the-top for the ONE KBR culture • Develops and oversees enterprise-wide initiatives

1	The Committee considers suggestions of candidates made by current committee and Board members, KBR management, and stockholders.
IDENTIFY CANDIDATE
2	The Committee reviews information provided by the person recommending the candidate and the committee’s (and other Board members’) knowledge of the candidate to determine whether to carry out a full evaluation. This preliminary determination is based on the need for additional Board members (or for directors with particular skills or experience) and assesses the likelihood that the candidate will meet the Board membership criteria listed on the next page.
PRELIMINARY REVIEW CANDIDATE INFORMATION
3	If a candidate warrants additional consideration, the Nominating and Corporate Governance Committee may request an independent executive search firm to gather information about the candidate’s background, experience, and reputation, and to report its findings to the committee. After reviewing that report, the committee then determines whether to interview the candidate.
EXTERNAL REPORT BY EXECUTIVE SEARCH FIRM
4	Interviews are carried out by one or more members of the committee and others as appropriate.
INTERVIEW WITH CANDIDATE
5	Once the evaluation and interview are completed, the committee provides feedback and recommendations to the Board. The Board makes a determination of nominees after reviewing that input.
COMMITTEE RECOMMENDATION

	Number of meetings	Full Board Attendance
Board of Directors	12	97%
Audit Committee	11	93%
Compensation Committee	6	98%
Cybersecurity Committee	4	100%
Nominating and Corporate Governance Committee	4	98%
Sustainability and Corporate Responsibility Committee	3	100%
Board and All Five Standing Committees	40	97%

Name and Address of Beneficial Owner⁽¹⁾	Shares of KBR Common Stock Beneficially Owned
Name and Address of Beneficial Owner⁽¹⁾	Number of Shares⁽²⁾	Percentage of Class
FMR LLC⁽³⁾ 245 Summer Street, Boston, Massachusetts 02210	14,066,269	10.232	%
The Vanguard Group⁽⁴⁾ 100 Vanguard Boulevard, Malvern, Pennsylvania 19355	13,213,907	9.63	%
BlackRock, Inc.⁽⁵⁾ 55 East 52nd Street, New York City, New York 10055	13,029,860	9.5	%
Invesco Ltd.⁽⁶⁾ 1555 Peachtree Street NE, Suite 1800, Atlanta, Georgia 30309	7,117,119	5.2	%
Stuart J. B. Bradie⁽⁷⁾⁽⁸⁾	703,684	*
W. Byron Bright, Jr.⁽⁸⁾	62,163	*
J. Jay Ibrahim⁽⁷⁾⁽⁸⁾	110,692	*
Jennifer C. Myles⁽⁸⁾	30,656	*
Mark W. Sopp⁽⁸⁾	122,288	*
Mark E. Baldwin⁽⁸⁾	58,700	*
Lynn A. Dugle⁽⁷⁾⁽⁸⁾	13,900	*
General Lester L. Lyles, USAF (Ret.)⁽⁷⁾⁽⁸⁾	74,409	*
Sir John A. Manzoni KCB⁽⁸⁾	3,794	*
Lt. General Wendy M. Masiello, USAF (Ret.)⁽⁸⁾	35,958	*
Jack B. Moore⁽⁸⁾	58,414	*
Ann D. Pickard⁽⁸⁾	45,181	*
Carlos A. Sabater⁽⁸⁾	7,443	*
Lt. General Vincent R. Stewart, USMC (Ret.)⁽⁸⁾	7,417	*
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (18 PERSONS)^(7)(8)(9)	1,408,078	*
* Less than one percent (1%). (1) The address of each of the named executive officers and directors is c/o KBR, Inc., 601 Jefferson Street, Suite 3400, Houston, Texas 77002. (2) Beneficial ownership means the sole or shared power to vote, or to direct the voting of, shares of KBR common stock, or investment power with respect to KBR common stock, or any combination of the foregoing. Each director and executive officer and the directors and executive officers as a group beneficially own less than 1% of the outstanding shares of KBR common stock. (3) Based solely on an amendment to Schedule 13G filed February 9, 2023, FMR LLC is deemed to be the beneficial owner of 14,066,269 shares as a result of being a parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). (4) Based solely on an amendment to Schedule 13G filed February 9, 2023, The Vanguard Group is deemed to be the beneficial owner of 13,213,907 shares as a result of being an investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). (5) Based solely on an amendment to Schedule 13G filed January 27, 2023, BlackRock, Inc. is deemed to be the beneficial owner of 13,029,860 shares as a result of being a parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). (6) Based solely on a Schedule 13G filed February 8, 2023, Invesco Ltd. is deemed to be the beneficial owner of 7,117,119 shares as a result of being an investment advisor in accordance with §240.13d-1(b)(1)(ii)(E) and a parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). (7) Includes restricted stock units held in the nonqualified elective deferral plan for non-executive directors in the following amounts: 8,437 held by Ms. Dugle and 35,079 held by General Lyles. Also includes shares that may be acquired upon the exercise of options that are exercisable on or before April 30, 2023, in the following amounts: 123,176 held by Mr. Bradie and 22,190 held by Mr. Ibrahim. (8) Does not include the following unvested restricted stock units as to which the holder has no voting power and no investment power, but which convert to common stock on a 1-to-1 ratio upon vesting, which for some restricted stock units requires that certain performance measures be met: Mr. Bradie, 97,808; Mr. Bright, 17,319; Mr. Ibrahim, 14,138; Ms. Myles, 30,806; Mr. Sopp, 21,805; and all executive officers and directors as a group, 248,840. (9) All directors and executive officers as a group refers to the current 10 directors (Ms. Dugle, Lt. General Masiello, Ms. Pickard, General Lyles, Sir John Manzoni KCB, Lt. General Stewart, and Messrs. Baldwin, Bradie, Moore, and Sabater) and the current 8 executive officers, other than Mr. Bradie (Ms. Galindo, Ms. Myles, and Messrs. Bright, Conlon, Evans, Ibrahim, Kahn, and Sopp).

Prior Business Experience	Education
• KBR Chief Financial Officer of Technology Solutions • Vice President, Finance and Business Operations Security Detection and Automation at Leidos Holdings, Inc.	• B.S. (Accounting), San Diego State University-California State University • M.B.A. (Finance), University of San Diego