Sector: Industrials
KBR INC · Meeting: May 14, 2026
Directors FOR
3
Directors AGAINST
8
Say on Pay
AGAINST
Auditor
FOR
Election of Directors
Against Analysis
As CEO and director since 2014, Bradie has full tenure overlap with KBR's severe underperformance: the stock lost 29.2% over three years while the company's own compensation peer group gained 43.2% — a gap of 72.4 percentage points, far exceeding the 20-point trigger for negative absolute TSR; the 5-year gap of 57 percentage points also exceeds the threshold, confirming this is sustained rather than transient underperformance.
Dominguez joined in 2024 and is within the 24-month exemption window, so the TSR trigger does not apply to him; however, as sitting CEO of Constellation Energy he holds one outside public board seat at KBR which is within the two-seat limit, so no overboarding concern applies — vote is FOR on merits, but note he joined after underperformance was already established.
Dugle has served since 2020, giving her full overlap with the three-year underperformance period; KBR lost 29.2% while peers gained 43.2% (a 72.4pp gap exceeding the 20pp trigger), and the five-year gap of 57pp also exceeds the threshold confirming sustained underperformance, so the policy requires an AGAINST vote.
Manzoni joined in 2022, giving him meaningful overlap with the three-year underperformance period; the 72.4pp three-year gap far exceeds the 20pp trigger for negative absolute TSR, and the five-year gap of 57pp also exceeds the threshold, so the policy requires an AGAINST vote.
Masiello has served since 2017, giving her full overlap with the underperformance period; KBR's 72.4pp three-year underperformance versus peers far exceeds the 20pp trigger, and the five-year gap of 57pp also exceeds the threshold confirming sustained underperformance, so the policy requires an AGAINST vote.
Moore has served since 2012, giving him the longest tenure overlap with the underperformance period; the 72.4pp three-year gap and 57pp five-year gap both far exceed their respective thresholds, confirming sustained value destruction under his board watch, so the policy requires an AGAINST vote.
Pickard has served since 2015, giving her full overlap with the underperformance period; both the three-year gap of 72.4pp and the five-year gap of 57pp significantly exceed their policy thresholds, so the policy requires an AGAINST vote.
Sabater joined in 2021, giving him meaningful overlap with the three-year underperformance period; the 72.4pp gap versus peers far exceeds the 20pp trigger, and the five-year gap of 57pp also exceeds the threshold, so the policy requires an AGAINST vote.
For Analysis
Etta joined in 2024 and falls within the 24-month new-director exemption, so the TSR underperformance trigger does not apply; no other policy concerns identified.
Vigeveno joined in August 2025 and falls well within the 24-month new-director exemption, so the TSR underperformance trigger does not apply; no other policy concerns identified.
Von Thaer joined in May 2025 and falls well within the 24-month new-director exemption, so the TSR underperformance trigger does not apply; no other policy concerns identified.
KBR's stock lost 29.2% over the past three years while its own compensation peer group gained 43.2% on average — a gap of 72.4 percentage points that far exceeds the 20-point trigger for directors serving during a period of negative absolute TSR. The five-year gap of 57 percentage points also exceeds the threshold, confirming this is sustained multi-year underperformance rather than a temporary trough. Accordingly, all nine directors with more than 24 months of tenure — including the CEO/Chair Stuart Bradie — receive AGAINST votes. The three directors who joined within the past 24 months (Dominguez, Etta, Vigeveno, Von Thaer) receive FOR votes under the new-director exemption, as they cannot reasonably be held accountable for underperformance that predates their service. Note: Dominguez joined in 2024 and is within the exemption window despite being a sitting CEO of another public company.
CEO
Stuart J. B. Bradie
Total Comp
$11,614,552
Prior Support
99%%
KBR's CEO received total compensation of approximately $11.6 million in fiscal 2025 while shareholders experienced a 29.2% loss in stock value over three years — a period during which the company's own peer group gained 43.2% on average, representing a 72.4 percentage point gap that far exceeds the 20-point threshold triggering a pay-for-performance concern. Although the prior say-on-pay vote garnered 99% support (well above the 70% threshold), the policy independently requires an AGAINST vote when above-benchmark variable pay is delivered alongside severe peer underperformance exceeding 20 percentage points over three years. The pay structure includes meaningful performance-based components (approximately 78% of CEO target pay is variable), which is positive in design, but the incentive plan appears to have rewarded executives despite shareholders losing significant value relative to peers, which is the exact disconnect the policy is designed to flag.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
$6,498,000
Non-Audit Fees
$2,220,000
Non-audit fees (audit-related fees of $1,850,000 plus tax fees of $328,000 plus other fees of $42,000, totaling $2,220,000) represent approximately 34% of audit fees ($6,498,000), which is well below the 50% threshold that would raise independence concerns. KPMG's tenure is not disclosed in the proxy, so the tenure trigger cannot fire and the policy defaults to FOR. KPMG is a Big 4 firm fully appropriate for a company of KBR's size and complexity.
The most significant issue at KBR's 2026 annual meeting is severe and sustained stock underperformance: the company's shares lost 29.2% over three years while the board's own chosen peer group gained 43.2%, a gap of 72.4 percentage points that triggers AGAINST votes for nine of eleven director nominees (all those with more than 24 months of tenure) and also drives an AGAINST on Say on Pay due to pay-for-performance misalignment. The auditor ratification proposal passes cleanly with non-audit fees at 34% of audit fees, well within acceptable limits.
18 companies disclosed in 2026 proxy filing
