Kbr, Inc PRE 14A, filed Mar 21, 2025

Kbr, Inc. (KBR)

PRE 14A 2025-03-21 For: 2025-05-14

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	Preliminary Proxy Statement
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●	Delivered 11% revenue growth and 16% adjusted EBITDA¹ growth
●	Achieved backlog and options of $21.2 billion with 1.1x TTM book-to-bill²
●	Maintained our industry-leading safety record with 94% incident-free days and an exceptional total recordable incident rate (TRIR) of 0.050
●	Acquired LinQuest, adding key capabilities for national security and military space missions
●	Enabled Plaquemines’ first production of liquefied natural gas (LNG) in December, representing an industry benchmark for speed to market
●	Received MSCI’s AAA sustainability ranking, the highest level achievable, for the second year in a row

●	Secured 7 ammonia projects through the year across the globe with awards in grey, blue and green ammonia.
●	Awarded the U.S. State Department Task Order for Medical Support Services in Iraq delivering on our strategy to expand customers in our Readiness and Sustainment business.
●	Awarded over $1.5 billion via the Information Analysis Center Multiple Award Contract (IAC MAC) vehicle within our Defense and Intelligence business. This included awards supporting critical technology areas of trusted Artificial Intelligence (Al) and autonomy, integrated sensing and cyber, advanced computing and hypersonic vehicle test.
●	Signed the reimbursable LNG contract for Energy Transfer LP’s Lake Charles project.
●	Successfully transitioned the Heavy Transport Contract from a private finance initiative project (PFI) into a commercial contract with the UK government.
●	Secured expansion contracts for the SSN-AUKUS submarine program in Australia and via KBR’s Frazer-Nash Consultancy in the UK putting KBR at the heart of this important national security program.
●	Closed the LinQuest acquisition in Q3; announced over $1 billion of Indefinite Delivery Indefinite Quantity (IDIQ) awards in the areas of military space, model-based systems engineering and interoperability.
●	Secured multiple contracts supporting our strategic growth in human health within our Science and Space business.
●	Added talent across KBR, with a focus on growth markets, including the Middle East and India; attrition was down markedly.

⁽¹⁾	A reconciliation of adjusted EBITDA to net income attributable to KBR is provided under “Non-GAAP Financial Information.”
⁽²⁾	Book-to-bill excludes long-term UK private finance initiative (PFI) projects and the Plaquemines LNG project.

1.	Thrive and Expand in Core Markets and New Geographies – Capture Breakout Growth
2.	Deliver Technical, Digital and Process Innovation – Create Customer Intimacy
3.	Drive Operational Excellence Globally – Achieve Industry-leading Margins
4.	Deploy Capital Effectively – Generate Strong Returns


When	Place	Time

Wednesday May 14, 2025	The Annual Meeting will be completely virtual and only conducted via live webcast at virtualshareholdermeeting.com/KBR2025. There will be no physical meeting location.	10:00 a.m. Central Daylight Time

Proposals		Board Vote Recommendation		For Further Details
1.	Elect as directors the ten nominees named in the attached proxy statement.		“FOR” each director nominee	Page 13
2.	Consider and act upon an advisory vote to approve the named executive officer compensation as described in the Compensation Discussion and Analysis.		“FOR”	Page 55
3.	Ratify the appointment of KPMG LLP as the independent registered public accounting firm to audit KBR’s consolidated financial statements for the fiscal year ending January 2, 2026.		“FOR”	Page 103
4.	Approve the adoption of the Amended and Restated Certificate of Incorporation to, among other things, limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law.		“FOR”	Page 104
5.	Transact any other business that properly comes before the meeting or any adjournment or postponement of the meeting.

	Via the Internet at proxyvote.com ⁽¹⁾			Mail your signed proxy card.

	Call toll-free (US/Canada) at 1-800-690-6903⁽¹⁾			Virtually during the Annual Meeting through virtualshareholdermeeting.com/KBR2025. See page 105 for instructions.

Proxy Summary	5
Business Highlights	5
Financial Highlights	6
Sustainability Highlights	7
Information About the Board of Directors	8
Board Snapshot	10
Governance Highlights	11
Focus on Accountability	11
Independent and Engaged Board	11
New Lead Independent Director	11
Compensation Highlights	12
Corporate Governance	13
Proposal No. 1 Election of Directors	13
Our Board	13
Nominees for Director	15
The Following Director with a Term Ending in 2025 is Retiring and Not Standing for Re-Election	22
Board and Governance Structure	23
Role of the Board of Directors	23
Our Board Leadership Structure	23
Director Independence	25
Committees of the Board	26
Enterprise Risk Management	32
ERM Framework	32
ERM Program	33
Board Oversight of ERM	33
Management Succession Planning	35
Board and Committee Evaluations	35
Board Refreshment	36
Process for Selecting New Directors	36
Director Qualifications	37
Stockholder Engagement	37
Director Orientation and Education	38
Board Practices and Procedures	38
Attendance at Meetings	38
Retirement Policy	38
Service on Other Boards	38
Anti-Hedging Policy	39
Trading in Company Securities	39
Corporate Governance Materials	39
How to Contact the Board	39
Director Compensation	40
Director Stock Ownership Guidelines	42
Certain Relationships and Related Transactions	42
Related Person Policies	43
Executive Officers	44
Sustainability and KBR	48
Vision: to create a safer, more secure, and sustainable world.	48
Our Sustainability Pillars and Focus Areas Within Each Topic	49
Measuring our Impact	50
Environmental Impact	50
Social Impact	50
People Strategy	50

Executive Compensation	54
Proposal No. 2 Advisory Vote to Approve Named Executive Officer Compensation	55
Compensation Discussion and Analysis	56
Executive Summary	56
Overview of Executive Compensation Philosophy, Policies and Practices	60
Summary of 2024 Target Compensation of Named Executive Officers	64
Elements of Compensation	64
Long-Term Performance Incentives	71
Other Compensation Elements	77
Stock-Related Policies	78
Impact of Accounting, Regulatory, and Tax Requirements on Compensation	79
Impact of Executive Conduct or a Restatement of Earnings on Compensation (Clawback Policies)	79
Conclusion	79
Compensation Committee Report	80
Compensation Committee Interlocks and Insider Participation	80
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
Audit Committee Report	101
Primary Responsibilities and 2024 Actions	101
Oversight of Independent Auditors	102
2024 Audited Financial Statements	102
Approved Principal Accountant Fees and Services	102
Proposal No. 3 Ratify the Appointment of Independent Registered Public Accounting Firm	103
Proposal No. 4 Approval of the Adoption of the Amended and Restated Certificate of Incorporation to, Among Other Things, Limit the Liability of Certain Officers of the Company as Permitted by Recent Amendments to Delaware Law	104
General Information About KBR’s Annual Meeting	105
Additional Information Available	109
Forward Looking Statements	109
Non-GAAP Financial Information	110
Appendix A	112

$8.8B	1.1x	$462MM	>75%

Bookings and options¹awarded in 2024 – provides greater visibility of long-term growth targets	Trailing-twelve-months book-to-bill¹as of January 3, 2025	Operating cash flows generated in 2024	Work under contract for 2025

	Completed LinQuest Acquisition Expands KBR’s digital, national security space and intelligence capabilities. LinQuest is a leading provider of advanced engineering, data analytics and digital integration with a strong history of solving complex technical challenges for national security and military space missions. Announced over $1 billion of Indefinite Delivery Indefinite Quantity (IDIQ) awards in the areas of military space, model-based systems engineering and interoperability in 2024.			Plaquemines LNG Production Already Underway Plaquemines liquefied natural gas (LNG) project produced first LNG in December 2024, representing an industry benchmark for speed to market.

	Heavy Transport Contract Transitioned from PFI to UK Government Commercial Contract Successfully transitioned the Heavy Transport Contract from a private finance initiative project (PFI) into a commercial contract with the UK government.			> $1.5 Billion Awarded Via IAC MAC Awarded over $1.5 billion via the Information Analysis Center Multiple Award Contract (IAC MAC) vehicle within KBR’s Defense and Intelligence business. This included awards supporting critical technology areas of trusted Artificial Intelligence (AI) and autonomy, integrated sensing and cyber, advanced computing, and hypersonic vehicle test.

	Secured Expansion Contracts for SSN-AUKUS Submarine Program KBR will continue delivering technical design services at HMAS Stirling by the Security and Estate Group and the Australian Submarine Agency. This work will support the sovereign nuclear-powered submarines facilities and infrastructure program, enabling the Submarine Rotational Force (SRF) – West, and accelerating Australia’s ability to safely own, operate, maintain and sustain its own future nuclear powered submarine fleet.			Awarded U.S. State Department Task Order for Medical Support Services in Iraq Awarded new time and material (T&M), cost-reimbursable task order by the U.S. Department of State to provide medical support services to over 4,000 personnel in Iraq. The task order has a $187 million ceiling and falls under the Diplomatic Platform Support Services contract. KBR will operate a Diplomatic Support Hospital and four clinics supporting the U.S. Embassy in Iraq.

REVENUE	DILUTED EARNINGS PER SHARE	OPERATING CASH FLOWS

ADJUSTED EBITDA*	ADJUSTED EARNINGS PER SHARE**	ADJUSTED OPERATING CASH FLOWS***

⁽³⁾	Formerly Government Solutions

*	Adjusted EBITDA is defined as Net income (loss) attributable to KBR, plus Interest expense; Accretion of Convertible Notes debt discounts; Other non-operating expense (income); Provision for income taxes; Depreciation and amortization; and certain discrete items as identified by management to be non-recurring in nature. A reconciliation of adjusted EBITDA to net income is provided under the section titled “Non-GAAP Financial Information” at the end of this proxy statement.
**	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.
***	Adjusted operating cash flows exclude certain amounts included in the cash flows provided by operating activities calculated in accordance with Generally Accepted Accounting Principles (“GAAP”). The most directly comparable financial measure calculated in accordance with GAAP is cash flows provided by operating activities. A reconciliation of adjusted operating cash flows to cash flows provided by operating activities is provided under the section titled “Non-GAAP Financial Information” at the end of this proxy statement.


	Returned $297 million of value to shareholders through share repurchases and dividends

DIVIDENDS PAID OUT IN 2024	TSR PEER GROUP 3-YEAR RANKING 2022-2024	QUARTERLY DIVIDEND INCREASE IN 2024

$79MM	4TH	11.1%

		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

	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

	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

		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

●	Annual director elections with majority voting standards
●	Annual Board governance review, including review of investor feedback
●	Periodic independent director meetings with investors
●	Negative discretion applied to the 2020, 2022, and 2023 short-term incentive (“STI”) plan payouts of all our Named Executive Officers (“NEOs”)
●	Commitment to regular stockholder outreach and soliciting of feedback
●	Increased sustainability focus and enhanced disclosures in KBR’s Corporate Sustainability Report
●	Linked 10% of our NEOs’ STI plan payout opportunity to Zero Harm / Sustainability performance every year since 2021

●	Significant knowledge of KBR’s industries and markets
●	Annual Board visits to KBR businesses or project sites
●	Annual assessment of Board leadership structure
●	Creation of new Lead Independent Director role in light of the consolidation of the Chair and CEO role, to ensure the continued effectiveness of our independent directors

●	Lt. General Masiello brings extensive leadership experience, operational expertise and strategic vision to the newly created role of Lead Independent Director
●	In 2025, the Board enhanced the Lead Independent Director’s duties under the Company’s Corporate Governance Guidelines


28	Independent board committee meetings held in 2024

24	Executive sessions held in 2024 without management present

2	New independent directors in 2024

1	New independent board committee chair appointment in 2024

●	Positioning KBR for long-term growth by aligning and expanding our businesses.
●	Increasing Company performance and stockholder value.
●	Driving cultural change to emphasize the importance of our people and their safety as well as belonging, connecting, and growing at KBR.
●	Advancing KBR’s sustainability strategy.

●	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.

	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


	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


	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


	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


	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


	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


	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


	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


	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


	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”)