KBR INC (KBR)
Sector: Industrials
2026 Annual Meeting Analysis
KBR INC · Meeting: May 14, 2026
Directors FOR
4
Directors AGAINST
8
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
As Chair and CEO since 2014, Bradie's tenure fully overlaps KBR's severe 3-year stock underperformance (-27.8% vs peer median +45.0%, a gap of 72.8 percentage points far exceeding the 20pp trigger), and the 5-year gap of -52.9pp also exceeds the applicable threshold, confirming sustained underperformance rather than a transient dip.
Dominguez joined the board in 2024 and his tenure will be under 24 months at the May 2026 meeting, making him exempt from the TSR trigger under the 24-month new-director exemption; however, as sitting CEO of Constellation Energy he holds one outside public board seat (KBR), which is within the policy limit of 2 for sitting CEOs, so no overboarding flag applies — vote FOR on those grounds. Re-evaluating: director joined in 2024 and the meeting is May 2026, which is approximately 24 months — borderline. Applying the exemption conservatively as tenure is at or just at the 24-month mark, and the policy states directors who joined within the past 24 months are exempt. Vote FOR.
Dugle has served since 2020 and her tenure fully overlaps KBR's 3-year stock underperformance (-27.8% vs peer median +45.0%, a 72.8pp gap far exceeding the 20pp trigger for negative TSR), and the 5-year check (-52.9pp gap) also exceeds the threshold, confirming this is sustained underperformance rather than a transient dip.
Manzoni has served since 2022 and his tenure meaningfully overlaps the 3-year underperformance period; KBR's stock fell 27.8% while the peer median rose 45.0% (a 72.8pp gap far exceeding the 20pp trigger), and the 5-year gap of -52.9pp also exceeds the applicable threshold, confirming sustained underperformance without a mitigating longer-term track record.
Masiello has served since 2017 and her tenure fully overlaps KBR's 3-year stock underperformance (-27.8% vs peer median +45.0%, a 72.8pp gap far exceeding the 20pp trigger), and the 5-year gap of -52.9pp also exceeds the threshold, confirming this reflects sustained multi-year underperformance rather than a temporary trough.
Moore has served since 2012 and his tenure fully overlaps KBR's 3-year stock underperformance (-27.8% vs peer median +45.0%, a 72.8pp gap far exceeding the 20pp trigger), and the 5-year gap of -52.9pp also exceeds the threshold, confirming sustained underperformance across the full measurement window.
Pickard has served since 2015 and her tenure fully overlaps KBR's 3-year stock underperformance (-27.8% vs peer median +45.0%, a 72.8pp gap far exceeding the 20pp trigger), and the 5-year gap of -52.9pp also exceeds the threshold, confirming sustained underperformance across the full measurement window.
Sabater has served since 2021 and his tenure meaningfully overlaps the 3-year underperformance period; KBR's stock fell 27.8% while the peer median rose 45.0% (a 72.8pp gap far exceeding the 20pp trigger), and the 5-year gap of -52.9pp also exceeds the applicable threshold, confirming sustained rather than transient underperformance.
For Analysis
Dominguez joined the board in 2024 and his tenure is at or within the 24-month new-director exemption period as of the May 2026 meeting; he is therefore exempt from the TSR underperformance trigger, no overboarding concern exists (one outside board seat as a sitting CEO is within the two-seat limit), and no other policy flags apply.
Etta joined the board in 2024 and his tenure is within the 24-month new-director exemption period as of the May 2026 meeting, making him exempt from the TSR underperformance trigger; no other policy flags apply.
Vigeveno joined the board in August 2025 and his tenure is well within the 24-month new-director exemption period as of the May 2026 meeting, making him fully exempt from the TSR underperformance trigger; no other policy flags apply.
Von Thaer joined the board in May 2025 and his tenure is well within the 24-month new-director exemption period as of the May 2026 meeting, making him fully exempt from the TSR underperformance trigger; no other policy flags apply.
The TSR underperformance trigger fires for seven of the eleven nominees — those who have served more than 24 months. KBR's stock has fallen 27.8% over three years while the company's own disclosed peer group of 18 companies returned a median of +45.0%, a gap of 72.8 percentage points that far exceeds the 20-point threshold for a company with negative absolute returns. The 5-year check does not provide relief — the 5-year gap of 52.9pp also exceeds the applicable threshold, confirming sustained underperformance. The four directors who joined within the past 24 months (Dominguez, Etta, Vigeveno, Von Thaer) are exempt and receive FOR votes.
Say on Pay
✓ FORCEO
Stuart J. B. Bradie
Total Comp
$11,614,552
Prior Support
99%%
CEO total compensation of $11,614,552 is in line with benchmarks for a CEO at an industrial-sector company with a roughly $5 billion market cap, and the pay structure is heavily weighted toward variable/performance-based pay (base salary of $1,300,500 represents only about 11% of total target compensation, well below the 40% fixed-pay threshold). The prior Say on Pay vote received 99% support at the 2025 annual meeting, indicating broad shareholder satisfaction with the program design. While KBR's stock has significantly underperformed peers, the long-term incentive plan incorporates a relative total shareholder return metric that already penalized executives — the 2023 performance stock award paid out at only 54% of target for the TSR portion — demonstrating that the incentive structure is functioning as intended to reduce payouts when shareholders underperform, which supports a FOR vote on program design.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$6,498,000
Non-Audit Fees
$2,220,000
KPMG's non-audit fees for fiscal year 2025 total $2,220,000 (audit-related fees of $1,850,000 plus tax fees of $328,000 plus other fees of $42,000), representing approximately 34% of the core audit fee of $6,498,000, which is well below the 50% threshold that would trigger a concern; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire; no material restatements are noted; and KPMG is a Big 4 firm fully appropriate for a company of KBR's size and complexity. Vote FOR.
Overall Assessment
KBR's 2026 proxy ballot presents a mixed picture: the Say on Pay and auditor ratification proposals pass the relevant policy screens and warrant FOR votes, but seven of the eleven director nominees — all those who have served more than 24 months — trigger the TSR underperformance policy because KBR's stock has lost 27.8% over three years while the company's own peer group returned a median of +45.0%, a gap of 72.8 percentage points that persists even on a five-year view. The four newest directors, who joined within the past 24 months, are exempt from the trigger and receive FOR votes.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing