KBR (KBR) Proxy Filing summary

Executive summary

• Achieved 11% revenue growth and 16% adjusted EBITDA growth in 2024, with $7.7B in revenue and $21.2B in backlog and options at year-end.

• Completed the acquisition of LinQuest, expanding digital, national security, and military space capabilities.

• Secured major contracts in defense, intelligence, LNG, and sustainability, including over $1.5B via IAC MAC and expansion in the SSN-AUKUS submarine program.

• Maintained industry-leading safety with a 0.050 TRIR and 94% incident-free days.

• Received MSCI's AAA sustainability ranking for the second consecutive year.

Voting matters and shareholder proposals

• Election of ten directors for one-year terms, including new nominee Lewis F. Von Thaer.

• Advisory vote to approve named executive officer compensation (say-on-pay).

• Ratification of KPMG LLP as independent auditor for fiscal year ending January 2, 2026.

• Approval of Amended and Restated Certificate of Incorporation to limit liability of certain officers as permitted by Delaware law.

Board of directors and corporate governance

• Board composed of ten directors, nine of whom are independent; new Lead Independent Director role established.

• General Lester Lyles retiring; Stuart Bradie to become Chair and Lt. General Wendy Masiello to serve as Lead Independent Director.

• Board committees: Audit, Compensation, Cybersecurity, Nominating and Corporate Governance, Sustainability and Corporate Responsibility.

• Annual board and committee evaluations, robust succession planning, and regular board refreshment.