🧾 What This Document Is

This is KBR's DEF 14A Proxy Statement, filed with the SEC. Think of it as the company's annual "owner's manual" and ballot. It's sent to shareholders ahead of the annual meeting to give them the information they need to vote on key company decisions. This isn't a financial report like an earnings release; it's all about governance and compensation—who runs the company and how they get paid.

👉 Why it matters: As a shareholder, this document tells you who you're being asked to elect to oversee your investment and how the leaders are being incentivized. It’s your chance to have a say.

📅 The Big Event: Annual Meeting

KBR is holding its 2026 Annual Meeting of Stockholders completely virtually on Thursday, May 14, 2026, at 9:00 a.m. Central Daylight Time. There's no physical location. You can attend and vote via webcast at virtualshareholdermeeting.com/KBR2026.

👉 Key Date: To vote, you needed to be a shareholder on the record date of Tuesday, March 17, 2026. The meeting has three main proposals for you to vote on.

🗳️ What You're Voting On

The Board recommends you vote FOR all three proposals:

Proposal 1: Elect 11 Directors. You're voting on the entire board slate. These individuals will oversee the company for the next year.
Proposal 2: Approve Executive Compensation ("Say-on-Pay"). This is an advisory vote on the pay packages for KBR's top executives, as detailed later in the document.
Proposal 3: Ratify the Auditor. You're asked to confirm the selection of KPMG LLP as the company's independent accounting firm for the next fiscal year.

👥 Meet the Board Nominees

KBR's board has 11 members standing for election. All are independent except for the CEO, Stuart Bradie. The board is diverse in skills, with deep experience in energy, government, aerospace, finance, and cybersecurity.

Notable Highlights:

New Additions: Four new directors joined in 2024 and 2025, including Huibert Vigeveno (Group CEO of MET Group, formerly of Shell) and Lewis "Lou" Von Thaer (President & CEO of Battelle).
Leadership: In 2025, the board created a new Lead Independent Director role, filled by retired Air Force Lt. General Wendy Masiello, to provide strong independent oversight while the Chair and CEO roles are combined under Stuart Bradie.
Refreshment: The board has added seven new independent directors over the past six years to bring in fresh perspectives.

👉 Why it matters: The board's job is to hold management accountable and set strategic direction. The mix of skills (energy, government contracts, cybersecurity, finance) is tailored to KBR's business.

⚖️ How the Company is Governed

KBR emphasizes strong corporate governance. Here are key practices:

Annual Elections: Directors are elected every year.
Majority Voting: A director needs more votes "FOR" than "AGAINST" to be elected.
Independent Committees: All board committees (Audit, Compensation, Nominating, Sustainability/Tech/Cyber) are made up entirely of independent directors.
Stockholder Engagement: The board regularly engages with investors to hear their concerns.
Risk Oversight: The board has a formal Enterprise Risk Management (ERM) framework to identify and manage major risks, from cybersecurity to geopolitics.

💼 Executive Compensation: The Pay-for-Performance Plan

This is a huge section of the proxy. The goal is to align executive pay with company performance and shareholder interests.

How it Works:

Short-Term Incentive (STI): Annual cash bonus based on hitting yearly financial and strategic targets (like revenue, profit margins, safety).
Long-Term Incentive (LTI): Equity awards (like stock) that vest over multiple years, tying executives to the company's long-term stock performance.

2025 Performance & Payout: The company had a strong year with $7.8B in revenue (up 11%). However, the Compensation Committee used its discretion to reduce the STI payouts for all top executives, even though financial targets were met or exceeded. This was due to considerations including "overall performance" and "individual performance."

CEO Pay Highlight: CEO Stuart Bradie's target 2025 compensation was $13.1 million, with the vast majority coming from at-risk, performance-based incentives (LTI and STI). His base salary has only increased seven times in his 12 years as CEO.

👉 Why it matters: This shows the board is actively managing pay. They can and will adjust payouts based on a holistic view of performance, not just a spreadsheet.

🏢 What KBR Does & Strategic Shift

In simple terms, KBR is a global science, technology, and engineering company that solves complex problems for governments and industrial clients. They operate in two main segments:

Mission Technology Solutions (MTS): Focuses on government contracts in national security, space, and defense.
Sustainable Technology Solutions (STS): Provides proprietary technologies and engineering for energy, chemicals, and infrastructure.

🚨 BIG NEWS: The company announced the strategic intent to spin off its MTS business into a separate, publicly traded company. This is a major move to create two "pure-play" companies, each with a sharper focus. The spin-off is intended to be tax-free for shareholders.

2025 Contract Wins: The filing lists major contracts that show their work, including:

A seat on the U.S. Missile Defense Agency's SHIELD contract (ceiling of $151 billion).
A $2.5 billion contract to support astronaut health.
A $970 million contract for the U.S. Space Force.

📊 Financial Snapshot & Sustainability

2025 Revenue: $7.8 Billion (11% growth)
Backlog: $23.2 Billion in projects and options, indicating strong future work.
Safety: A very low Total Recordable Incident Rate (TRIR) of 0.033, highlighting a strong safety culture.
Sustainability: Achieved MSCI's highest AAA ranking for sustainability for the third year in a row. This is a major ESG (Environmental, Social, and Governance) credential.

🧠 The Analogy

Think of KBR's annual meeting like a Homeowners Association (HOA) meeting. The proxy statement is the agenda and candidate bios packet mailed to all homeowners (shareholders). You're voting to elect the board members (the HOA board) who will set the rules and oversee the neighborhood's finances. You're also voting on the big projects (like the spin-off, which is like deciding to split the community pool into two separate facilities) and approving the pay for the property manager (executive compensation). The detailed security and maintenance stats (safety, sustainability) are there to show you the property is being well-managed.

📇 Key Contacts & People

Stuart J. B. Bradie: Chair of the Board, President & Chief Executive Officer
Lt. General Wendy M. Masiello, USAF (Ret.): Lead Independent Director
Sonia Galindo: Executive Vice President, General Counsel & Corporate Secretary (Contact for meeting inquiries)
For Proxy/Voting Assistance: Call 1 (800) 690-6903 or visit proxyvote.com
Company Address: KBR, Inc., 601 Jefferson Street, Houston, Texas 77002, (713) 753-2000, kbr.com

🧩 Final Takeaway

KBR is a company in transformation. It delivered strong financial results in 2025 and is now executing a major spin-off to create two focused companies. Your vote this year is about endorsing the board and leadership team navigating this split and ensuring their pay incentives are properly aligned with creating long-term value for you, the shareholder.

KBR, INC. — DEF 14A Filing