Not independent
Tenure on this board
9.0 yrs
11 nominees · 3 ballot items.
Elect 11 directors; advisory vote to approve named executive officer compensation (say-on-pay); ratify KPMG LLP as independent registered public accounting firm.
Elect 11 nominees to the Board of Directors to hold office until the 2027 annual meeting.
Non-binding advisory (say-on-pay) vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This non-binding management proposal asks shareholders to approve, on an advisory basis, the compensation of KBR’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables and narratives. Management frames the vote as validation of a pay-for-performance program that ties short-term and long-term incentives to financial metrics (adjusted EPS, adjusted operating cash flow and book-to-bill) and sustainability and KPI measures, and notes recent governance features such as clawbacks, stock ownership guidelines, and limited perquisites. The board unanimously recommends a vote FOR, citing rigorous targets, peer benchmarking, and the Committee’s independent consultant, Meridian. Key context includes strong executive pay alignment with multi-year TSR and LTI structures emphasizing performance (66⅔% of LTIs are performance-based, 50% TSR and 50% book-to-bill), recent negative discretion applied to FY2025 STI to adjust for discontinued operations, and high prior say-on-pay support (~99%). The vote is advisory, so while influential, it will not bind the board but the board indicates it will consider the result in future compensation decisions.
Ratify KPMG LLP as KBR’s independent registered public accounting firm for fiscal year ending January 1, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 11.05% | 14,009,472 | $516M |
| 2 | BlackRock, Inc. | 5.56% | 7,050,301 | $260M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.83% | 6,122,482 | $226M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.47% | 5,668,796 | $209M |
| 5 | Invesco Ltd. | 4.20% | 5,327,210 | $196M |
| 6 | BlackRock, Inc. | 3.36% | 4,256,533 | $157M |
| 7 | STATE STREET CORP | 3.25% | 4,121,910 | $153M |
| 8 | FMR LLC | 3.24% | 4,105,160 | $151M |
| 9 | Neuberger Berman Group LLC | 2.23% | 2,832,681 | $104M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 1.84% | 2,327,398 | $86M |
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