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 space, and intelligence capabilities.

• Realigned business into two segments: Mission Technology Solutions and Sustainable Technology Solutions in early 2025 to enhance efficiency and growth.

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

• Recognized with MSCI's AAA sustainability rating 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 consists of ten directors, nine of whom are independent; CEO will also serve as Board Chair after the 2025 meeting.

• New Lead Independent Director role created, to be filled by Lt. General Wendy Masiello.

• Board refreshment includes seven new independent directors since 2020.

• Annual director elections with majority voting standards and regular board evaluations.