UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
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	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

KBR, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
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	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Notice of Annual Meeting
of Stockholders

We invite you to attend KBR’s virtual annual stockholders’ meeting and act upon the following matters:
1. Elect as directors the ten nominees named in the attached proxy statement. 2. Consider and act upon an advisory vote to approve the named executive officer compensation as described in the Compensation Discussion and Analysis. 3. Consider and act upon an advisory vote regarding the frequency of advisory votes on the named executive officer compensation. 4. Ratify the appointment of KPMG LLP as the independent registered public accounting firm to audit KBR’s consolidated financial statements for the year ending December 29, 2023. 5. Transact any other business that properly comes before the meeting or any adjournment or postponement of the meeting.   The Proxy Statement that follows describes these items.	Place The Annual Meeting will be completely virtual and only conducted via live webcast at virtualshareholdermeeting.com/KBR2023. There will be no physical meeting location.
	When Wednesday May 17, 2023
	Time 9:00 a.m. Central Daylight Time

By Order of the Board of Directors, April 3, 2023

Sonia Galindo

Executive Vice President, General Counsel & Corporate Secretary

The record date for determining which stockholders are entitled to cast votes at the virtual Annual Meeting and at any adjournment or postponement of the meeting is Wednesday, March 22, 2023.

How to Vote

Via the Internet at proxyvote.com(1)		Call toll-free (US/Canada) at 1-800-690-6903(1)		CHECK OUT OUR 2023 NOTICE OF ANNUAL STOCKHOLDER MEETING, ONLINE PROXY STATEMENT, ANNUAL REPORT AND SUSTAINABILITY REPORT AT:   proxyvote.com   kbr.com/proxy   kbr.com/annualreport   kbr.com/ sustainabilityreport
Mail your signed proxy card.		Virtually during the Annual Meeting through virtualshareholdermeeting.com/KBR2023. See page 100 for instructions.

Table of Contents

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Proxy Summary

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Proposals Requiring Your Vote

	Election of Directors to the Board	Board Recommends	FOR EACH NOMINEE		P.18
	Advisory Vote to Approve the Named Executive Officer Compensation	Board Recommends	FOR		P.52
	Advisory Vote Regarding the Frequency of the Advisory Votes on the Named Executive Officer Compensation	Board Recommends	FOR ONE-YEAR FREQUENCY		P.53
	Ratify KPMG LLP as the Independent Registered Public Accounting Firm	Board Recommends	FOR		P.98

About KBR

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Business Highlights

Stuart Bradie, President and CEO of KBR, remarked, “We closed out 2022 having delivered across all key metrics — operationally, financially and with an outstanding Zero Harm performance. Through our people and our focus on mission and project success, KBR produced earnings growth with increased margins. Cash collection was a standout as we beat our guidance significantly. We also announced $8.2 billion in bookings and options, with a 1.2x book-to-bill in 2022 and a closing backlog and options of $19.8 billion.”

Stuart Bradie, President and CEO

Launched Ammonia 10,000 to Meet Future Sustainable Energy and Fertilizer Demands KBR launched its mega 10,000 metric tons per day (“MTPD”) blue and green ammonia offering in 2022. KBR is the world leader in ammonia technology, with around 50% share of licensed capacity. KBR was the first to bring a 6,000 MTPD clean ammonia design to the market, and this new offering is a continuation of that innovation to deliver a net-zero hydrogen energy future.		Global Household Goods (“GHG”) Contract The Court of Federal Claims upheld the GHG contract award to KBR’s joint venture, HomeSafe Alliance, by U.S. Transportation Command with a contract ceiling value of $20 billion and a potential nine-year term, inclusive of all options periods.
Carbon Neutral Since 2019 On path toward operational net-zero carbon ambition by 2030. KBR’s commitment to sustainability includes leveraging our expertise to help others achieve their sustainability goals, thus creating value for all stakeholders.		One of The World’s Most Admired Companies 2023 Fortune Magazine (Second Consecutive Year) KBR is one of 324 global companies to receive this prestigious award.

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Financial Highlights

“We saw organic revenue growth in line with our targets, but the real story was quality of earnings, outstanding operational performance leading to enhanced margins and cash conversion above expectations,” noted Mr. Bradie. “In 2022, we had annual bookings and options of $8.2 billion and move into 2023 with 70%+ of work already under contract.”

DIVIDENDS PAID OUT IN 2022		TSR PEER GROUP 3-YEAR RANKING		QUARTERLY DIVIDEND INCREASE IN 2022
		2022
$66MM		3RD		9%

 

 

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Sustainability Highlights

We are committed to the oversight and progress across social justice, inclusion and diversity, climate action, and human and labor protections, and we recognize the unique position we are in to ensure these expectations are met. Sustainability is integrated into our long-term business strategy, and we future-proof the organization by giving due consideration to the risks that may impact our operations and the markets in which we operate.

We are proud of our employees’ dedication to aiming for Zero Harm in all that they do 24/7, as reflected in our 2022 total recordable incident rate of 0.08 and 91% Zero Harm (incident free) days recorded in 2022.

Our Zero Harm ethos extends beyond physical safety through to all that we do as a business, as our sustainable solutions and technologies help meet global sustainability challenges while opening the door to new markets and generating new business opportunities. In 2021, we increased our environmental impact revenue to $1.9 billion, and 34% of our revenue was focused on sustainability in that year.

As a measure for internalizing sustainability, and to ensure our senior management team is on board, we have integrated sustainability into our criteria for evaluating performance. Specifically, our short-term incentive plan includes a sustainability performance metric that is weighted 10% and measures continued progress in KBR’s Zero Harm and sustainability performance across KBR’s 10 Sustainability Pillars. This includes our greenhouse gas emissions reporting and reduction strategies toward climate change mitigation. We are committed to science-based targets, which are aligned with a 1.5-degree Celsius ambition, and have established 2030 operational net-zero carbon targets.

More information on Sustainability and KBR is provided on page 38.

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Information About the Board of Directors

The KBR Board of Directors is currently composed of ten directors with an extensive variety of skills, expertise and experience who guide and support our strategy to create long-term value for our stockholders and other stakeholders. Each of our directors is independent except Mr. Bradie, our CEO.

DIRECTOR	PUBLIC BOARDS	INDEP. OF MGMT	TENURE	AGE	GENDER	NATIONALITY	RACE/ETHINICITY	GENERALS
Mark Baldwin	2		8	69	M	U.S.	White
Stuart Bradie	0		8	56	M	UK	White
Lynn Dugle	2		3	63	F	U.S.	White
Lester Lyles	0		15	76	M	U.S.	African American
John Manzoni	2		<1	63	M	UK	White
Wendy Masiello	0		5	64	F	U.S.	White
Jack Moore	2		11	69	M	U.S.	White
Ann Pickard	2		7	67	F	U.S.	White
Carlos Sabater	2		1	64	M	U.S.	White + Hispanic
Vincent Stewart	0		1	64	M	U.S.	African American

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	Board and Committee Meeting Attendance Rate	Audit Committee	Compensation Committee	Cybersecurity Committee	Nominating and Corporate Governance Committee	Sustainability and Corporate Responsibility Committee
Mark Baldwin	90%
Stuart Bradie	100%
Lynn Dugle	93%
Lester Lyles	100%
John Manzoni	96%
Wendy Masiello	98%
Jack Moore	90%
Ann Pickard	100%
Carlos Sabater	100%
Vincent Stewart	100%
Number of Meetings		11	6	4	4	3
Director Attendance		93%	98%	100%	98%	100%
Committee Member Attendance		97%	100%	100%	100%	100%

Chair of the Board

Chair

Member

Audit Committee Financial Expert

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Governance Highlights

Our Board of Directors believes that good corporate governance and transparent communication with our stockholders and other stakeholders are essential for KBR’s long-term success.

Focus on Accountability

Independent and Engaged Board

 

28 INDEPENDENT BOARD COMMITTEE MEETINGS HELD IN 2022
	27 EXECUTIVE SESSIONS HELD IN 2022 WITHOUT MANAGEMENT PRESENT
3
NEW INDEPENDENT BOARD COMMITTEE MEMBERSHIP APPOINTMENTS IN 2022

 

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Compensation Highlights

Our compensation program links pay to performance to align our senior executives’ interests with those of our stockholders. Consistent with our business strategy, our senior executives’ individual Key Performance Indicators (“KPIs”) are focused on growth and expansion, reducing costs, and increasing efficiencies and cash flow performance. The Compensation Committee set rigorous targets for 2022 for both the short-term incentive (“STI”) and long-term incentive (“LTI”) plans.

To further emphasize the link between pay and KBR’s financial and ESG performance, our Compensation Committee made changes in 2020 and 2021 to the metrics of our STI plan and in 2022 to a metric of our LTI plan. These metrics remained a strong reflection of our pay-for-performance strategy this year.

The STI plan changes in 2020 were to:

The STI plan change in 2021 was to:

The LTI plan change in 2022 was to:

In response to our stockholders’ comments, our Compensation Committee:

Aligned with our rigorous Executive Compensation program, our CEO’s base salary has increased only four times since he was appointed in 2014 to reward him for his demonstrated success at:

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Proposal No. 1 — Election of Directors

At our 2023 Annual Meeting of Stockholders, ten directors are to be elected to hold office until the 2024 Annual Meeting of Stockholders. All directors are elected annually, with each nominee standing for election to a one-year term. The members of our Board of Directors hold office until their successors are elected and qualified or until their earlier resignation or removal.

Each nominee has indicated a willingness to serve, if elected. If any nominee declines to serve or becomes unavailable for any reason, or if a vacancy occurs before the election, the proxies may be voted for such substitute nominee as the Board of Directors may designate. We have no reason to believe that any of the nominees will be unable to serve if elected. Directors are elected by a majority of votes cast. This means that the number of shares voted “For” a candidate must exceed the number of shares voted “Against” the candidate. Shares present but not voting on the election of directors will be disregarded, except for quorum purposes, and will have no effect on the outcome of the vote.

Our Board

A top priority of our Board and Nominating and Corporate Governance Committee is ensuring that our Board of Directors is composed of directors who:

As shown below, the incumbent directors have a wide range of skills and experience that enable the Board to effectively oversee management and the business of KBR.

DIRECTOR	INDUSTRY EXPERIENCE	Risk Management / Oversight	Cybersecurity	CEO/CFO	AUDIT/FINANCIAL	VETERAN
Mark Baldwin	Energy
Stuart Bradie	Engineering Government
Lynn Dugle	Government Space Technology
Lester Lyles	Government Space
John Manzoni	Energy Engineering Government
Wendy Masiello	Government Technology
Jack Moore	Energy
Ann Pickard	Energy Engineering Technology
Carlos Sabater	Technology
Vincent Stewart	Government Technology

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The Board of Directors recommends that you VOTE FOR the election of all the director nominees listed below. Properly dated and signed proxies, and proxies properly submitted over the Internet and by telephone, will be so voted unless stockholders specify otherwise.

The following biographical information about the director nominees is as of March 22, 2023.

Nominees for Director

	MARK E. BALDWIN
	Age: 69 | Director since: 2014 | Independent
	Board Committees: Audit Committee (Chair) and Sustainability and Corporate Responsibility Committee	Other Public Company Boards: Nine Energy Service, Inc. (Audit Committee Chair) and TETRA Technologies, Inc. (Audit Committee Chair)

Key Qualifications and Skills:

Prior Business Experience		Education
• Executive Vice President and Chief Financial Officer of Dresser-Rand Group, Inc. • Executive Vice President, Chief Financial Officer, and Treasurer of Veritas DGC Inc. • Operating Partner at First Reserve Corporation • Executive Vice President and Chief Financial Officer for NextiraOne • Chairman of the Board and Chief Executive Officer for Pentacon Inc. • Variety of finance and operations positions with Keystone International Inc., including Treasurer, Chief Financial Officer, and President of the Industrial Valves and Controls Group		• B.S. (Mechanical Engineering), Duke University • M.B.A., Tulane University • Graduate of the Stanford Executive Program

	STUART J. B. BRADIE
	Age: 56 | Director since: 2014
	Board Committees: None	Other Public Company Boards: None

Key Qualifications and Skills:

Current Business Experience		Education
• President and Chief Executive Officer, KBR, Inc. (since 2014) Prior Business Experience		• B.S. (Mechanical Engineering), Aberdeen University • M.B.A., Edinburgh Business School, Heriot-Watt University
• Group Managing Director — Operations and Delivery for WorleyParsons • Managing Director across Europe, Africa, Asia and the Middle East for WorleyParsons • Managing Director for PT Kvaerner Indonesia • Country Manager for Kvaerner Philippines • Global experience across over 40 countries in the hydrocarbons, mining and chemicals, power and infrastructure sectors

Finance

Leadership

Risk Management

Industry /Market

Government

Global

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	LYNN A. DUGLE
	Age: 63 | Director since: 2020 | Independent
	Board Committees: Nominating and Corporate Governance Committee (Chair), Compensation Committee, and Cybersecurity Committee   Other Public Company Boards: EOG Resources, Inc., Micron Technology, Inc. (Audit Committee Member and Security Committee Member), and TE Connectivity Ltd. (Audit Committee Member)	Current Affiliations: Avantus Federal (Member); The Board on Army Research and Development of the National Academy of Sciences (Member), and ZOE Empowers (Member)   Previous Affiliations: The B2B Project (Member); First Light Acquisition Group, Inc. (Advisor Partner); Intelligence and National Security Alliance (Member); and State Street Corporation (Director)

Key Qualifications and Skills:

Prior Business Experience		Education
• Chairperson, President and Chief Executive Officer at Engility Holdings Inc. • Corporate Vice President and President of Intelligence, Information and Services at Raytheon Company • Vice President, Engineering, Technology and Quality, Network Centric Systems at Raytheon Company • Vice President and General Manager, Product, Systems Software Division at ADC Telecommunications, Inc. • General Manager, Cable Systems Division at ADC Telecommunications, Inc. • Vice President, Support Engineering and Quality for the Defense Systems and Electronics Group at Texas Instruments, Inc.		• B.A. (Spanish), Purdue University • B.S. (Technical Management), Purdue University • M.B.A., University of Texas at Dallas

	GENERAL LESTER L. LYLES, USAF (RET.)
	Age: 76 | Director since: 2007 | Chair of the Board since: 2019 | Independent
	Board Committees: Cybersecurity Committee and Nominating and Corporate Governance Committee	Current Affiliations: American Institute of Aeronautics and Astronautics (Fellow); Frontier Technology Inc. (Director); National Air and Space Museum Board (Member); National Space Council Users’ Advisory Group administered by NASA (Chairman); JobsOhio (Director); and National Academy of Engineering (Inducted Member)
	Other Public Company Boards: None	Previous Affiliations: Battelle Memorial Institute (Director); Defense Science Board in the Pentagon (Member); General Dynamics Corporation (Director); International Security Advisory Board at the U.S. Department of State (Member); Precision Castparts Corp. (Director); President’s Intelligence Advisory Board in the White House (Member); and United Services Automobile Association (Chair)

Key Qualifications and Skills:

Current Business Experience		Education
• Independent Consultant (since 2003)		• B.S. (Mechanical Engineering), Howard University • M.S. (Mechanical and Nuclear Engineering), Air Force Institute of Technology Program, New Mexico State University • Defense Systems Management College, Fort Belvoir, Virginia • Armed Forces Staff College, Norfolk, Virginia • National War College, Fort Lesley J. McNair, Washington, D.C. • National and International Security Management Course at Harvard University • Honorary Doctor of Laws degrees from New Mexico State University and Urbana University
Prior Business Experience
• Retired Four-Star General of the U.S. Air Force • Commander of the U.S. Air Force Materiel Command • Vice Chief of Staff of the Headquarters of the U.S. Air Force • Director of the Ballistic Missile Defense Organization • Commander of the Space and Missile Systems Center

Finance

Leadership

Risk Management

Industry /Market

Government

Global

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	SIR JOHN A. MANZONI KCB
	Age: 63 | Director Nominee: 2022 | Independent
	Board Committees: Audit Committee and Cybersecurity Committee   Other Public Company Boards: Diageo plc (Audit Committee Member; Nomination Committee Member; and Remuneration Committee Member) and SSE plc (Chair; Energy Markets Risk Committee Member; Nomination Committee Chair; Remuneration Committee Member; and Safety, Sustainability, Health and Environment Committee Member)	Current Affiliations: Atomic Weapons Establishment (Chair); Chairman Mentors International (Mentor); Saïd Business School at the University of Oxford (Global Leadership Council Member); and World Economic Forum (Global Leader of Tomorrow)   Previous Affiliations: Accenture Energy (Advisor); Adamant Ventures (Advisor); Aspen Institute Corporate Values Group (Advisor); BP plc (Director); Leyshon Energy Ltd (Chair); SABMiller plc (Director); and Stanford University Graduate School of Business (Advisor)

Key Qualifications and Skills:

	LT. GENERAL WENDY M. MASIELLO, USAF (RET.)
	Age: 64 | Director since: 2017 | Independent
	Board Committees: Compensation Committee and Sustainability and Corporate Responsibility Committee Other Public Company Boards: None	Current Affiliations: Acquisition Innovation and Research Center Advisory Panel to the Office of the Under Secretary of Defense for Acquisition and Sustainment (Advisor); Air Force Studies Board of the National Academy of Sciences (Member); EURPAC Service, Inc. (Director); National Contract Management Association (President); Procurement Round Table (Director); Public Spend Forum (Advisory Council); Rawls College, Texas Tech University (Advisory Council); Rebuilding Together (Director); StandardAero (Director); and Tlingit Haida Tribal Business Corporation (Director)

Key Qualifications and Skills:

Current Business Experience		Education
• Independent Consultant (since 2017) Prior Business Experience		• B.B.A. (Marketing), Texas Tech University • M.S. (Logistics Management), Air Force Institute of Technology • Defense Systems Management College, Fort Belvoir, Virginia • M.S. (National Resource Strategy), Industrial College of the Armed Forces, Fort Lesley J. McNair, Washington, D.C. • Senior Acquisition Course, Industrial College of the Armed Forces, Fort Lesley J. McNair, Washington, D.C. • Joint and Combined Warfighting School, Joint Forces Staff College, Norfolk, Virginia • Harvard Kennedy School’s Senior Managers in Government
• Retired Three-Star General of the U.S. Air Force • Director of the Defense Contract Management Agency • Deputy Assistant Secretary (Contracting), Office of the Assistant Secretary of the Air Force for Acquisition • Program Executive Officer for the Air Force’s $65 billion Service Acquisition portfolio • Deployment to Iraq to lead contracting support for military forces in Iraq and Afghanistan

Finance

Leadership

Risk Management

Industry /Market

Government

Global

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	JACK B. MOORE
	Age: 69 | Director since: 2012 | Independent
	Board Committees: Compensation Committee (Chair), Cybersecurity Committee, and Nominating and Corporate Governance Committee	Current Affiliations: American Heart Association (Member); MAM (Memorial Assistance Ministries) (Director); and University of Houston System Board of Regents (Member)
	Other Public Company Boards: Occidental Petroleum Corporation (Chair; Executive Compensation Committee Chair; and Corporate Governance and Nominating Committee Member) and ProPetro Holding Corp. (Nominating and Corporate Governance Committee Chair; and Compensation Committee Member)	Previous Affiliations: American Petroleum Institute (Director); Cameron International Corporation (Chair); Rowan Companies plc (Director); United Way of Greater Houston (Executive Committee); and University of Houston’s Board of Visitors (Director)

Key Qualifications and Skills:

Prior Business Experience		Education
• Chairman, President and Chief Executive Officer for Cameron International Corporation • President and Chief Operating Officer for Cameron International Corporation • President, Western Hemisphere of Drilling & Production Systems group for Cameron International Corporation • Vice President and General Manager, Western Hemisphere of Drilling & Production Systems group for Cameron International Corporation • Various management positions at Baker Hughes Incorporated		• B.B.A., University of Houston • Graduate of the Advanced Management Program at Harvard Business School

	ANN D. PICKARD
	Age: 67 | Director since: 2015 | Independent
	Board Committees: Sustainability and Corporate Responsibility Committee (Chair) and Compensation Committee	Current Affiliations: The University of Wyoming Foundation (Budget/Audit) and Chief Executive Women (Member)
	Other Public Company Boards: Noble Corporation plc (Nominating and Governance Committee Chair and Safety and Sustainability Committee Member) and Woodside Energy Group Ltd. (Human Resources & Compensation Committee Member and Sustainability Committee Chair)	Previous Affiliations: Advisory Council of the Eurasia Foundation (Member); Catalyst (Board of Advisors); Global Agenda Council on the Arctic for the World Economic Forum (Member); and Westpac Banking Corporation (Director)

Key Qualifications and Skills:

Prior Business Experience		Education
• Executive Vice President, Arctic for Royal Dutch Shell plc • Executive Vice President and Country Chair, Australia, for Royal Dutch Shell plc • Regional Executive Vice President, Sub Saharan Africa, for Royal Dutch Shell plc • Director, Global Businesses and Strategy and a member of the Shell Gas & Power Executive Committee for Royal Dutch Shell plc • 11-year tenure with Mobil prior to its merger with Exxon • Significant business experience throughout South America, Australia, the countries of the former Soviet Union, the Middle East, and Africa		• B.A., University of California San Diego • M.A., University of Pennsylvania

Finance

Leadership

Risk Management

Industry /Market

Government

Global

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	CARLOS A. SABATER
	Age: 64 | Director since: 2021 | Independent
	Board Committees: Audit Committee and Nominating and Corporate Governance Committee	Current Affiliations: FIU Foundation (Director)
	Other Public Company Boards: PDC Energy, Inc. (Audit Committee Member and Compensation Committee Chair) and Pool Corporation (Audit Committee Member and Compensation Committee Member)	Previous Affiliations: Chamber of Commerce (Director); DACF Ltd. (Director); Florida International University (Director); Kiwanis Club (Director); and YMCA (Director)

Key Qualifications and Skills:

Prior Business Experience		Education
• Senior Global Partner for Deloitte Touche Tohmatsu Limited (“Deloitte”) • Managing Principal, Americas Region for Deloitte • Global Managing Director Audit and Enterprise Risk Services for Deloitte • Various senior leadership and operational roles over the course of a nearly 40-year career with Deloitte		• B.B.A. (Accounting and Finance), Florida International University

	LT. GENERAL VINCENT R. STEWART, USMC (RET.)
	Age: 64 | Director since: 2021 | Independent
	Board Committees: Cybersecurity Committee (Chair) and Audit Committee	Current Affiliations: Foreign Affairs Policy Board of the U.S. Department of State (Member); Goldman Sachs Bank USA, London Branch (Director); Pine Island Capital Partners (Partner); ShoulderUp Technology Acquisition Corp. (Chair); Stewart Global Solutions, LLC (Chief Executive Officer); and VCA Partners (Consultant)
	Other Public Company Boards: None	Previous Affiliations: The Aerospace Corporation (Trustee); American Public Education, Inc. (Director); Ankura Consulting Group, LLC (Chief Innovation and Business Intelligence Officer); Lockheed Martin Corporation (Director)

Key Qualifications and Skills:

Current Business Experience		Education
• Independent Consultant (since 2019)		• B.A. (History), Western Illinois University • M.A. (National Security and Strategic Studies), Naval War College • M.S. (National Resource Strategy), Industrial College of the Armed Forces, National Defense University • Graduate of Executive Development Programs at Harvard University
Prior Business Experience
• Retired Three-Star General of the U.S. Marine Corps • Deputy Commander at United States Cyber Command • Director of the Defense Intelligence Agency • Commanding General of the U.S. Marine Corps Forces Cyberspace • Director of Intelligence of Marine Corps Intelligence

Finance

Leadership

Risk Management

Industry /Market

Government

Global

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Board and Governance Structure

We are committed to good corporate governance and to effective communication with our stockholders. This section describes our governance policies and practices, and the roles, duties, and responsibilities of the Board of Directors and each of its committees. See the section titled “Corporate Governance Materials” to learn how to find our policies, practices, and committee charters.

Role of the Board of Directors

The Board of Directors represents the interests of our stockholders in maintaining a successful business. Specifically, the Board of Directors oversees the effectiveness of management’s policies and decisions, including the execution of KBR’s strategies, with a commitment to enhancing stockholder value over the long term. To this end, Board members are expected to act in the best interests of all stockholders, to be knowledgeable about our businesses, to exercise informed and independent judgment, and to understand general economic trends and conditions, as well as trends in corporate governance.

Our Board Leadership Structure

		General Lester L. Lyles, USAF (Ret.)				Stuart J. B. Bradie
		Chair of the Board				CEO
		• Oversees CEO succession • Oversees the board evaluation process • Calls meetings of the Board and independent directors • Provides management with feedback regarding the information that is necessary for the independent directors to effectively and responsibly perform their duties • Acts as a liaison between the independent directors and the CEO on sensitive / critical issues				• Sets the strategic direction for KBR • Provides day-to-day leadership over KBR’s operations • Focuses on execution of KBR’s business strategy, growth, and development • Sets the tone-at-the-top for the ONE KBR culture • Develops and oversees enterprise-wide initiatives

Our Board is led by a Chair who is recommended by the Nominating and Corporate Governance Committee and appointed by the full Board. If the Chair is independent, KBR’s Corporate Governance Guidelines provide for that individual to perform a strong role in Board leadership. An independent (or non-executive) Chair of the Board is responsible for:

If the Chair of the Board is not independent, the Board elects an Independent Lead Director, who will have the same authority and responsibilities an independent Chair would have had.

General Lester Lyles has served as independent, non-executive Chair of the Board since May 15, 2019. General Lyles has significant board experience, both at KBR and at other public companies. He has served on every one of the Board’s standing committees and has in-depth knowledge of KBR’s history and current business. During General Lyles’s service on the Board, KBR has undergone significant changes, including reorganizing into more strategically-aligned business groups and evolving from a wholly owned subsidiary with significant support from its former parent company into an independent operating company. The Board believes that General Lyles is well positioned to facilitate communications between the Board of Directors and KBR stockholders.

Our CEO is responsible for the overall management and functioning of the Company. KBR’s Corporate Governance Guidelines provide for two important checks on the CEO’s authority:

KBR’s Board of Directors has determined that its current leadership structure is appropriate at this time.

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Director Independence

Our Corporate Governance Guidelines provide that at least two-thirds of the Board must be independent directors. Directors are considered independent if they are not involved in any material relationships with KBR, either directly or indirectly. Our Corporate Governance Guidelines set forth specific independence standards that are consistent with the requirements of the U.S. Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”).

The Nominating and Corporate Governance Committee periodically reviews KBR’s definition of independence and the Board’s compliance with our independence standards.

All of our directors complete independence questionnaires at least annually. Our Board determines the independence of its members generally, and also considers whether various committee members meet the heightened independence or other requirements prescribed by the NYSE and the SEC. Our Board has determined that all of our current directors are independent except Mr. Bradie, our President and Chief Executive Officer.

Our Board believes that its membership should include no more than two directors who are also employees of KBR, though this number is not an absolute limitation. We believe the Chief Executive Officer should at all times be a member of the Board. Our CEO has been the only executive director since KBR became an independent public company.

Committees of the Board

A substantial portion of the analysis and work of KBR’s Board is done by its five standing committees: the Audit Committee; the Compensation Committee; the Cybersecurity Committee; the Nominating and Corporate Governance Committee; and the Sustainability and Corporate Responsibility Committee. Each of the committees is composed entirely of independent directors.

Our Board established the Cybersecurity Committee in August 2021 because of the growing importance of cybersecurity both internally and externally with KBR’s clients. The Cybersecurity Committee is chaired by Lt. General Vincent Stewart, USMC (Ret.), who has more than 30 years’ experience in all aspects of cyberspace operations, intelligence, and counterintelligence.

The Board of Directors has approved charters for each of the committees that govern and set forth their respective duties, responsibilities, and actions. These charters are available on KBR’s website, kbr.com. Each committee reviews its charter annually and recommends changes, as necessary, to the Board.

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The composition, purpose, duties, and responsibilities of each committee are summarized below.

AUDIT COMMITTEE

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COMPENSATION COMMITTEE

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CYBERSECURITY COMMITTEE

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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

SUSTAINABILITY AND CORPORATE RESPONSIBILITY COMMITTEE

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Enterprise Risk Management

ERM Framework

The KBR Enterprise Risk Management Organization administers a fully integrated, enterprise-wide risk management (“ERM”) framework. The framework, facilitated by our ERM Lead (who reports to the General Counsel), enhances business resilience by encouraging uncertainty anticipation and resolution at all levels — from project to enterprise, globally, across all business units.

The framework is key to enabling global, real-time visibility of KBR’s risk profile, where crucial adjustments are the result of risk-based strategy decisions, which in turn lead to value-added communications to stakeholders. KBR’s ERM mission is essential to growing a successful and sustainable business.

This inter-connected approach is a consistent, scalable, and auditable means for us to identify and manage existing and emerging risks and opportunities, both internal and external, for KBR’s current and future operations, at project, business unit, corporate function, and enterprise levels.

The KBR ERM Framework comprises six phases: Identification, Assessment, Analysis, Mitigation, Monitoring, and Evaluation. This approach helps leadership see KBR’s changing risk profile and enables informed strategy decisions and adjustments, better communications to stakeholders, and a common focus based on consistent and reliable data.

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ERM Program

Risk Management, as one of KBR’s 10 Sustainability Pillars (as described in the section titled “Sustainability and KBR”), is key to driving KBR to sustainable business growth. Our resilience, success, and continued evolution depends on our ability to anticipate and respond to the constantly changing risks in our existing and future operating environments. By rooting ERM principles and practices in our culture and across our operations, we can consistently visualize the entire risk landscape, mitigate threats, capitalize on opportunities, and create value and predictable outcomes.

Every employee is empowered to identify risks and opportunities. Under KBR’s ERM Policy, every risk and opportunity is assigned to an owner, who is accountable for the ongoing management, including the development and implementation of mitigation plans through to successful conclusion.

Risks and opportunities are identified and assessed consistently at the project, business unit, and enterprise levels:

All risks and opportunities are managed on our cloud-based platform, which provides consistency and real-time data analytics and reporting.

KBR’s Executive Leadership Team (“ELT”) convenes for dedicated risk and opportunity reviews at least three times per year. The outputs are reported to our Board of Directors twice per year, and to individual business units and projects on a regular basis. This flow of information facilitates management of risks and opportunities, on an ongoing basis, using the ERM process and tools to provide real time risk-based data.

The ELT review of enterprise risks and opportunities is carried out in the context of the changing risk and opportunity landscape and KBR’s strategy, which is embedded in the process such that strategy and the interconnected risks and opportunities are aligned.

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Board Oversight of ERM

Risk oversight is an integral part of the role of KBR’s Board of Directors. KBR’s Board holds discussions regarding risks and opportunities throughout the year.

The outputs from the ERM Program are formally presented to our Board twice per year. The ERM report includes strategic, operational, HSSE, information technology and cybersecurity, financial, geopolitical, and ESG risks and opportunities, as well as management’s assessment of their likelihood and impact, the perceived trend for each (whether increasing, decreasing, or stable), and the measures being taken to monitor and manage those risks and opportunities.

While our Board has overall oversight responsibility for KBR’s ERM Program, various committees of the Board also have the following responsibilities for risk oversight:

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Management Succession Planning

As required by our Corporate Governance Guidelines, the Board of Directors, with input from the Nominating and Corporate Governance Committee, the Chair of the Board, and the CEO, regularly reviews KBR’s succession plan and management development programs for all senior management positions. One of the elements that the CEO is evaluated on each year is the robustness of the executive succession plan, including assessment and development of internal candidates for the CEO and top-level executive positions.

The entire Board addresses issues relating to CEO succession planning regularly, and no less than annually, facilitated by the non-executive Chair of the Board. While the Nominating and Corporate Governance Committee performs the initial review of KBR’s succession plans and makes recommendations to the Board as necessary, the entire Board has primary responsibility for CEO succession planning and develops both long-term and contingency plans for this purpose. This process necessarily involves developing and reviewing criteria for the CEO position that reflect KBR’s business strategy, and identifying and developing internal candidates or recognizing the need for external candidates, as appropriate.

Board and Committee Evaluations

At the direction of our Nominating and Corporate Governance Committee, our non-executive directors complete annual questionnaires regarding the performance of our Board of Directors as a group and the performance of the Board committees they serve on. The Nominating and Corporate Governance Committee presents the results of the questionnaires, which are compiled anonymously, to our Board at regularly scheduled meetings. These annual performance reviews are intended to enhance the overall effectiveness of our Board and its standing committees.

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Board Refreshment

Process for Selecting New Directors

The Board has delegated to the Nominating and Corporate Governance Committee the duty of selecting and recommending prospective nominees to the Board for approval. The Nominating and Corporate Governance Committee considers suggestions of candidates made by current committee and Board members, KBR management, and stockholders. The Committee also may retain an independent executive search firm to identify candidates for consideration. Stockholders may suggest candidates for nomination by contacting the Nominating and Corporate Governance Committee in the manner provided below under “Contact the Board.”

1	The Committee considers suggestions of candidates made by current committee and Board members, KBR management, and stockholders.
IDENTIFY CANDIDATE
2	The Committee reviews information provided by the person recommending the candidate and the committee’s (and other Board members’) knowledge of the candidate to determine whether to carry out a full evaluation. This preliminary determination is based on the need for additional Board members (or for directors with particular skills or experience) and assesses the likelihood that the candidate will meet the Board membership criteria listed on the next page.
PRELIMINARY REVIEW CANDIDATE INFORMATION
3	If a candidate warrants additional consideration, the Nominating and Corporate Governance Committee may request an independent executive search firm to gather information about the candidate’s background, experience, and reputation, and to report its findings to the committee. After reviewing that report, the committee then determines whether to interview the candidate.
EXTERNAL REPORT BY EXECUTIVE SEARCH FIRM
4	Interviews are carried out by one or more members of the committee and others as appropriate.
INTERVIEW WITH CANDIDATE
5	Once the evaluation and interview are completed, the committee provides feedback and recommendations to the Board. The Board makes a determination of nominees after reviewing that input.
COMMITTEE RECOMMENDATION

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Director Qualifications

Candidates nominated for election or re-election to the Board of Directors should possess the following qualifications:

The Nominating and Corporate Governance Committee is responsible for assessing the appropriate mix of skills and characteristics required of Board members in the context of the needs of the Board at a given point in time. These criteria are periodically reviewed and updated. The Nominating and Corporate Governance Committee may consider diversity in personal background, race, gender, age, and nationality when evaluating individual candidates, but KBR does not have a formal policy with regard to any particular aspect of diversity.

Stockholder Engagement

We actively engage with our investors throughout the year. Senior executives meet with analysts and investors at our Investor Days and host Investor Calls, and our Corporate Secretary reaches out to our largest 25 investors twice a year.

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Director Orientation and Education

During director orientation, our new directors typically meet with the rest of our Board and senior executives before attending their first Board and committee meetings. These preliminary meetings ensure that our new directors are well-informed about KBR’s current matters in addition to the broad scope of our businesses. Our new directors also visit project sites and attend town hall meetings to gain more in-depth knowledge of our business practices, including Zero Harm.

Continuing education for our directors is both important and necessary due to the fast pace at which business and technology are evolving. Generally, every quarter our Board is presented with an educational program. Recent topics have included cybersecurity, data protection, data privacy, digitalization, internal controls, governance, sustainability, and workplace culture. In addition, our directors participate in continuing education outside KBR (at KBR’s expense) covering a wide range of topics, such as audit matters, board effectiveness, cybersecurity board governance, finance, and strategy and innovation.

Board Practices and Procedures

Attendance at Meetings

Board members are expected to make every effort to attend the meetings of the Board and the committees of the Board on which they serve, as well as annual stockholder meetings. KBR’s directors attended 97% of the aggregate of all meetings of the Board and all meetings of each of the five standing committees during 2022. All of our directors attended our 2022 Annual Meeting of Stockholders.

The Board of Directors meets each year immediately following the Annual Meeting of Stockholders and at least four other times per year. Additional regular meetings are scheduled as needed, and special meetings may be called by the Chair of the Board, the Chief Executive Officer, the President, the Corporate Secretary, or a majority of the directors in office. KBR’s Bylaws permit action to be taken without a meeting if all members of the Board consent to such action in writing or by electronic transmission. During 2022, the Board of Directors held nine regular meetings and three ad hoc meetings, eight of which were conducted virtually. The Chair of the Board presides at all Board meetings.

During regular Board meetings, KBR’s independent non-executive directors meet in scheduled executive sessions, presided over by our independent, non-executive Chair of the Board. During 2022, the non-executive directors met without management seven times.

Retirement Policy

Non-management directors may not seek re-election once they reach the age of 75; however, this retirement age may be extended under special circumstances if the Board deems it to be in the best interest of KBR. In each of 2020 and 2021, the Board approved the recommendation of the Nominating and Corporate Governance Committee to grant a 12-month extension to the mandatory retirement age for General Lester Lyles, our independent, non-executive Chair of the Board, who turned 75 on April 20, 2021.

In 2023, the Nominating and Corporate Governance Committee and the Board determined that it was in the best interest of KBR to further delay General Lyles’s mandatory retirement because they believed it was crucial to maintain his leadership and benefit from his significant knowledge, skills, and industry experience, including in the government, defense, and space fields. General Lyles agreed to continue serving on the Board for at least another year past KBR’s 2023 annual meeting of stockholders, and the Board approved the recommendation of the Nominating and Corporate Governance Committee to grant a third, 12-month extension to the mandatory retirement age for General Lyles. With the third, 12-month extension, General Lyles’s retirement from the Board will be effective immediately prior to the KBR annual meeting of stockholders following his 78th birthday; provided, however, that if agreed to by mutual consent, General Lyles may continue to serve on the Board for an additional extended period of time past KBR’s 2024 annual meeting of stockholders.

Management directors must retire from the Board at the same time they leave employment with KBR unless the Board approves continued service as a director.

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Service on Other Boards

KBR directors may not serve on the boards of directors of more than four other publicly held companies or investment companies. In addition, directors serving on the KBR Audit Committee may not serve on the audit committees of more than two other public companies. Directors must advise the chair of the Nominating and Corporate Governance Committee before accepting an invitation to serve on another board.

Anti-Hedging Policy

Our anti-hedging policy prohibits all directors, employees, and agents from speculative trading in our securities; engaging in hedging transactions using our securities; “short selling” our securities; and trading derivative securities, such as put options, call options, swaps, or collars related to our securities.

Corporate Governance Materials

To ensure that our stockholders have access to our governing documents, we provide copies of our Code of Business Conduct, Corporate Governance Guidelines, and the charters of each of our standing Board committees on our website at kbr.com under “Who We Are,” “Our Company,” “Corporate Governance.” Copies will be provided to any stockholder who requests them by writing to our Investor Relations Department at: 601 Jefferson Street, Suite 3400, Houston, Texas 77002.

Our Code of Business Conduct applies to all directors, officers, and employees of KBR, and all employees of KBR’s agents. KBR intends to satisfy SEC disclosure requirements regarding amendments to, or waivers from, any provision of the Code of Business Conduct by posting such information on our website.

How to Contact the Board

KBR invites stockholders and other interested parties to communicate with the Audit Committee and the Board of Directors. Concerns may be reported anonymously or confidentially via the KBR Ethics Hotline at ethics.kbr.com or 1-800-461-9330 (instructions for dialing internationally are provided on the ethics.kbr.com homepage).

You may communicate with our Board of Directors, the non-executive directors, or any Board committee by mail (Board of Directors c/o Director of Business Conduct, KBR, Inc., P.O. Box 3406, Houston, Texas 77253-3406) or e-mail (fhoukbrbod@kbr.com).

Our Director of Business Conduct reviews all communications directed to the Audit Committee and the Board of Directors. The Chair of the Audit Committee is promptly notified of any significant communication involving accounting, internal controls, auditing matters, or similar issues. Communications addressed to a named director are promptly sent to the director. Communications directed to the non-executive directors are promptly sent to the non-executive Chair of the Board. A report summarizing the significant communications is sent to each director quarterly, and copies of communications are available for review by any director, except that those items addressed to the non-executive directors are not available to executive directors.

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Sustainability and KBR

Vision: to create a better, safer, and more sustainable world.

Building on our strong legacy as leaders in science, technology, and engineering, today we are uniquely positioned to deliver world-class solutions that help our customers build a better, safer, and more sustainable world. Our One KBR Values underpin that mission and guide our governance, operations, business practices, and behaviors. KBR’s Code of Business Conduct (the “Code”) and other key policies including our Global Sustainability Policy, Global Human Rights Policy, and Global Environmental Policy define our intentions for preserving our planet and advancing society while pursuing business growth.

Our Sustainability Pillars — ten key areas of focus across our company spanning people, the planet, and governance — are the foundation of our sustainability efforts and closely correspond with the United Nations’ (UN) Sustainable Development Goals (SDGs). As signatories to the UN Global Compact, we are committed to ensuring that our business is firmly aligned with SDG principles and that they serve as the benchmark for accomplishing our sustainability goals.

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Our Sustainability Pillars and ESG Focus Areas Within Each Topic

Measuring our Impact

Our top-line KPIs — Net-Zero Roadmap and Inclusion & Diversity — are incentivized via our short-term incentive plans for key executives. We publicly report our sustainability performance via universally recognized frameworks and standards, and we regularly engage with our key stakeholder groups as part of our materiality assessment and for continuous improvement.

Environmental Impact

We have made a significant investment in our environmental impact and circular economy products. Hydro-PRT^®, our revolutionary plastics recycling technology, has successfully broadened opportunities and customers across the globe. The strategic acquisitions of Frazer-Nash Consultancy, Harmonic, and Vima continue to strengthen our differentiated advisory consulting capability and accelerate our journey to deliver innovative, digitally enabled and sustainable solutions to governments and companies around the world.

From a business practice perspective, our Global Sustainability Policy, Global Environmental Policy and related procedures outline the commitments, expectations and responsibilities for each employee and project team, in addition to the actions and processes necessary for meeting identified targets and objectives for each areas of the environment. For large scale projects, we measure, manage, and monitor our use of natural resources, including energy, water, and materials, and seek to reduce and recycle waste throughout our project work. We also proactively protect and regenerate biodiversity and natural habitat in certain areas where we conduct our business.

KBR’s Climate Action Plan and Net-Zero Roadmap

At KBR, we acknowledge the immediate need for comprehensive action to address the impacts of climate change. In 2021, we established a net-zero carbon roadmap team to develop science-based targets and respective reduction programs and initiatives. In 2022, we established a climate risk working group to support the businesses in identifying climate risks and risk management programs in line with the Task Force on Climate-related Financial Disclosures (TCFD) framework.

The net-zero project is one of the cornerstones of our climate action, and through this project, we seek to understand our GHG emission problem areas and formulate reduction programs and initiatives accordingly. We have committed to setting science-based emissions reduction targets and are developing a net-zero roadmap based on the criteria and recommendations of the Science Based Targets initiative (SBTi). Committing to the SBTi allows us to have a decarbonization pathway based on real and tangible reductions in carbon emissions.

We have been a carbon-neutral company since 2019, achieving carbon neutrality across Scopes 1 and 2 and business travel by offsetting our corporate carbon footprint of 2019, 2020, and 2021. Each year we continue to invest in carbon neutrality while we focus our attention on absolute reductions over time.

We are a ‘Business for 1.5°C’ campaign member, part of the UN-backed Race to Zero campaign, and a member of the Climate Ambition Alliance, confirming our commitment to the most ambitious carbon reduction pathways.

Social Impact

KBR’s extensive policies, procedures, and codes of conduct are designed and implemented to maximize social value and impact for all our stakeholder groups. Our key areas of social impact and human capital development are reflected in our People Strategy, as outlined on the following page.

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People Strategy

Human Capital Management

Every day, the people of KBR help solve some of the world’s most challenging scientific, technological and engineering problems. From our promising new interns to world-renowned experts, this diverse Team of Teams delivers for our customers, so in turn, we put them first. At the end of 2022, we employed approximately 30,000 people performing diverse, complex and mission critical roles in 34 countries. In addition, our unconsolidated joint ventures employ approximately 9,000 employees.

Our Employee Value Proposition (“EVP”) as illustrated on this page is the unique set of experiences and offerings that help differentiate KBR from other competitors for our employees’ time and talents and describes in practical terms how we put our people first.

Purpose & Values

At the tip of our EVP is Purpose and Values. Our vision is to bring together the best and brightest employees to deliver technology and solutions that help our customers accomplish their most critical missions and objectives. We believe the work we do is important and inspiring, enabling us to attract and retain some of the world’s best talent, who thrive in this purposeful environment where they can make a difference.

Our values are the glue that binds us together across our diverse global cultures, guiding our behavior and decision making across KBR. Since refreshing our values in 2020, we have embedded them in our business processes, celebrated employees who epitomize our values-led behavior and established them as a foundation for our learning and development activities. Even with the challenges of transitioning to a long-term hybrid and remote working environment, we have been successful in maintaining our corporate culture as our employees have told us that their experience is fully aligned to our values.

While our One KBR Values illustrated below unite us, as a global business operating in distinct markets and environments, we recognize and respect that our cultures are different. Acknowledging this diversity, our sustainability culture weaves a golden thread through KBR. Our employees take enormous pride in being part of an organization with a philosophical, practical, and proven commitment to Zero Harm as described below.

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Health and Safety

We are subject to numerous worker health and safety laws and regulations. In the U.S., these laws and regulations include the Federal Occupational Safety and Health Act and comparable state legislation, the Mine Safety and Health Administration laws and safety requirements of the Departments of State, Defense, Energy and Transportation of the U.S. government. We are also subject to similar requirements in other countries in which we have extensive operations, including the U.K. where we are required to comply with the various regulations enacted by the Health and Safety Act of 1974. These laws and regulations are frequently changing, and it is impossible to predict with certainty the effect of such laws and regulations on us in the future.

Our commitment to the health and safety of each employee as well as anyone we work with is the foundation of our Zero Harm culture. We know that our employee’s willingness to implement each commitment into their daily work tasks is vital to our operations and has contributed to our strong safety performance among our customers, partners and peers.

The six core processes that comprise our Transactional Health, Safety, Security, Environmental (“HSSE”) Management that lead to Transformational Leadership are non-negotiable KBR safety standards that are required to be observed and followed by employees and contractors at all locations and projects. By requiring all of our employees to personally internalize and adhere to these standards, we aim to safeguard our individual health and safety and the well-being of all those around us.

The way we live, work and interact was abruptly altered with the COVID-19 pandemic, but KBR remained vigilant and our people’s commitment to health, safety and security never wavered during this challenging time. KBR quickly implemented safe work practices and procedures aimed at keeping our employees, contractors and visitors safe during the pandemic.

We believe KBR has provided the tools and processes our people need to achieve the mindset of 24/7 Zero Harm. One process known as the Courage to Care Conversation is instrumental in developing a continual awareness of unsafe acts through observation, intervention and conversation. A web-application to log a conversation was created in-house and is available to all KBR employees. The goal of the Courage to Care Conversation is to continuously evaluate the work environment and to focus on people and their actions.

Thanks to our people’s commitment to our Zero Harm culture, we recorded another consecutive year of industry-leading HSSE performance, with a total recordable incident rate of 0.08.

Our Journey to Zero Harm has allowed us to create a company culture where safe execution is non-negotiable and people take responsibility and accountability. When it comes to safety, we strive for one number: Zero.

Ethics & Compliance

Our Code is essential to how we as a Team of Teams interact with the world around us and to our success. The Code is based on our One KBR Values, and, in particular, “We are People of Integrity” guides us in everything we do. We will be rolling out a revised Code in the first half of 2023 that aligns more closely with our values, demonstrates KBR’s commitment to integrity and provides additional guidance to employees about how to always make integrity-based decisions.

We believe an ethical culture, where employees are treated fairly, respectfully, and without favoritism, is key to employee satisfaction and retention. We promote a speak-up culture where employees are comfortable with making reports of possible unethical behavior and workplace issues. The Business Integrity Team has implemented a Question Manager as part of our Ethics Hotline for employees to receive advice, confidentially or anonymously, for ethical or other inquiries. Employees speaking-up and reporting issues enables us to address and remediate these issues early and effectively while instilling confidence that employee concerns are heard and addressed. The recent People Perspective Survey indicates that a significant majority of our employees feel safe to report misconduct and reflects our dedication to an ethical culture.

Retaliation is not tolerated and undermines a speak-up culture. Our Code sets forth our anti-retaliation commitment, which is reinforced in our communications and our annual Ethics training. To further convey to the workforce that reports of unethical behavior are investigated and remediated, the Ethics training incorporates incidents of past misconduct. The “lessons learned” approach provides further guidance to employees that unethical behavior will not be tolerated and demonstrates our continued commitment to our value: We are People of Integrity.

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Career

As well as providing meaningful work from Day 1, our employees and job applicants are attracted to KBR because of the opportunity to develop personally and reach their full potential. Therefore, Career Development is a valuable component in our EVP. We have a good reputation for providing growth opportunities and continued to focus on enhancing these growth prospects in a number of ways throughout 2022.

Early Career Professionals

In 2022, we continued to provide technical and professional development, networking and community outreach opportunities through IMPACT, our long-standing Employee Resource Group (“ERG”) for early career professionals.  Initiatives in 2022 included:

Technical Professionals

For our Technical Talent, our One KBR Tech Fellows program provides funding and opportunities for these world-leading scientists and technical professionals to conduct advanced research into topics ranging from carbon capture to machine learning. Our Fellows also provide valuable input into strategy development, business development and talent development within KBR. KBR Communities of Interest (“COIs”) are collaborative, virtual forums for subject matter experts and those who support them. Our COIs continue to evolve, ensuring that subject matter experts across the globe can connect and collaborate on Data Science & Analytics, Digital Engineering, Cloud, Cyber and other technical specialties that inform our customers’ and society’s greatest challenges today.

Leadership

In 2022, another cohort graduated from our Global Leadership Development Program designed to expand the capabilities of future C-suite leaders. As well as developing strategic thinking through research projects ranging from sustainability investments to digital supply chain solutions, these leaders attended intense learning events focused on executive skills and leading courageously and with integrity. At the other end of the leadership career ladder, we completed the pilot of our new Front Line Leaders program, designed to support employees newly transitioning into these critical roles. Following the success of this pilot, we plan to roll the program out globally, starting in 2023.

Succession Planning

In 2022, we significantly expanded the scope of our Talent Calibration conversations, covering almost 3,000 KBR employees in this rigorous assessment of performance and potential. As well as providing organization-wide talent trends and data, these conversations lead to individual career plans and added rigor to our succession plans. The Nominating and Corporate Governance Committee of the Board received regular updates on this process throughout the year, culminating in detailed discussions on updated succession plans for the CEO and ELT.

Performance Management

2022 also saw the expansion of our new agile approach to performance management, focused on forward-looking discussions on performance and priorities between managers and their team members. Our employee survey showed that this modern, real-time performance management approach was welcomed by a majority of participants, helping us retain critical talent, so in 2023 we plan to adopt Agile Performance & Development across KBR.

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Work Environment

Central to our EVP is the overall employee experience at KBR, and we aim to differentiate KBR by creating the best work environment that we can for our employees, encompassing matters such as our approaches to Inclusion & Diversity (“I&D”), Employee Engagement and Employee Resource Groups.

The adoption of flexible working practices for many people in KBR continues to help us attract and retain the best talent, no matter where in the world they work. Additionally in 2022, our major businesses and functions also started introducing more flexible working practices, such as part-time or job-share opportunities, to widen our talent reach even further. Our employees appreciate this approach as evidenced by our survey results.

Inclusion & Diversity

At KBR, we aim to become a magnet for diverse talent, known for a culture of belonging and equality. Our commitment to I&D helps us innovate, helps our global Team of Teams perform and helps create an environment where everyone can belong. We believe we have made significant progress over many years and our progress is acknowledged by our employees.

To help us continue our progress in I&D, we review trends and patterns using anonymized employee demographics to ensure we are providing equality of opportunity for all. We plan to expand our data capture further in 2023, encompassing veteran status and sexual preference. Having this data helps us monitor our I&D progress, however, we respect our employees’ right to privacy. We maintain strict confidentiality for all those who voluntarily disclose and provide opt-out options for those who prefer not to disclose their personal information.

As of December 31, 2022, our employees voluntarily self-disclosed the following gender and race/ethnicity demographics:

Our Board of Directors is 30% female and 30% ethnic or racial minority. Our ELT is 25% female and 8% ethnic or racial minority.

In 2022, our I&D Council researched best practices for inclusion of people with disabilities, advancement of women into operational and business leadership roles and retention of diverse talent. We plan to incorporate their recommendations into our I&D Improvement Plans in 2023 for every business and function. Their continued efforts help us to further build our reputation as a leader in this space, which was once again epitomized in 2022 when we retained our listing as one of Fortune’s World’s Top Female-Friendly Employers.

Employee Engagement

Our annual employee survey measures our progress through the eyes of our people. Having completed our first global survey in 2021, in 2022 we went a step further by partnering with Great Place to Work to conduct the survey on our behalf, enabling us to expand the languages in which the survey was conducted and benchmark how we perform compared to other similar organizations. As well as facilitating a dramatic increase in participation levels, this partnership resulted in KBR being certified as a Great Place to Work in several countries, including the U.S., U.K., Australia, and India.

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We were also pleased to note significant improvements in a number of survey focus areas from 2021, including:

In addition to the 12,000 employee comments, the data from our survey was reviewed in detail by different team leaders and across different business areas, resulting in tailored action plans that are already being executed across KBR.

Employee Resource Groups (ERGs)

During 2022, we undertook a global communications program focused on Connections, to help reinforce our Team of Teams value in the new world of hybrid working. Our Connections program also benefited from the inspiring work of our ERGs, which we believe continues to provide a crucial platform for all employees to have a voice at KBR. As well as IMPACT’s work described above, we have OK NoW, focused on Mental Health & Fitness, and a range of I&D focused ERGs, which come together to collaborate in the All-In Community. With events ranging from book clubs and picnics to discussions on pay equity and mindfulness, the ERGs create a vibrant community for networking, advocacy and education across KBR.

Compensation & Benefits

The final piece of the EVP puzzle relates to our remuneration strategy and how we provide a good total reward package to our people. Competition for talent continued to be fierce in 2022, compounded by high levels of inflation in the general economy. Recognizing the impact of the fluid economic environment on our employees, at the beginning of the year, we committed to carry out an additional mid-year salary review. By staying current with pay trends and partnering with our customers, we applied an additional increase in compensation mid-year for select employees across various levels in the organization. We simultaneously embedded a systematic approach to pay equity and are increasing our focus on pay transparency, both of which support our I&D strategy.

Through 2022, we introduced improved benefits packages for many employees. For example, we undertook a comprehensive benefits strategy review in the US, and designed innovative offerings based on direct employee feedback, which helped address their diverse personal preferences. We also focused on family-friendly benefits as part of our benefits roadmap in 2022 and have enhanced our parental leave offerings across the U.S., U.K., and India.

Talent Acquisition

While the different components of our EVP outlined above help us attract and retain some of the best talent in KBR, we recognize that the ‘war for talent’ demands continued innovation and improvement in Talent Acquisition. In 2022, we invested considerably to raise KBR’s brand awareness while providing an attractive and streamlined candidate journey to ensure we have the right people in the right place at the right time.

We appointed one of our senior People function leaders as a global leader for talent acquisition, helping bring together our community of recruiters to identify and institute best practices from sourcing to onboarding.

At the same time, we have increased our social media presence through campaigns such as ‘Belong, Connect, Grow – Change the World’ on LinkedIn, which focuses on real people doing important work and creates a buzz around KBR. Our brand collateral has also expanded, with new videos being produced, innovations such as a ‘digital postcard’ which highlights our EVP and tells the compelling KBR story, and a refreshed Career Site showcasing our people, our values and our impact on society.

During 2022, we also invested in a new Candidate Relationship Management platform that is integrated with our HR system. This platform uses artificial intelligence to promote suitable career opportunities to candidates, helps implement ongoing marketing campaigns and enables recruiters to focus on attracting and securing talent rather than dedicating time and resources to administrative matters.

Finally, upskilling and supporting hiring managers has also been a major area of focus, as they re-learn the skill of ‘selling’ to candidates at the same time as assessing their suitability for a role at KBR. We have provided them new support materials such as our Hiring Manager Playbook which includes tips, FAQs, key statistics and other practical guidance to help us secure the best talent.

As a result of this innovation and team effort, we hired over 7,000 employees in 2022, supporting our ability to deliver excellent solutions for our customers and meet our strategic growth targets. Of the new hires, 27% are female and 47% are an ethnic or racial minority.

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Security Ownership of Certain Beneficial Owners and Management

The table below sets forth certain information, as of March 1, 2023, regarding the beneficial ownership of KBR’s common stock by persons known by KBR to beneficially own more than five percent of its outstanding common stock, each director or nominee, each of the named executive officers referenced in the Summary Compensation Table contained in this proxy statement, and all directors and executive officers as a group. Information regarding five percent stockholders in the table and footnotes is based on the most recent Statement on Schedule 13G or 13D or amendment thereto filed by each such person with the SEC, except as otherwise known to KBR. To our knowledge, except as otherwise noted in the footnotes to this table or as provided by applicable community property laws, each individual has sole voting and investment power with respect to the shares of common stock listed in the second column below as beneficially owned by the individual.

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Executive Officers

The following biographical information with respect to each of KBR’s executive officers is current as of March 22, 2023.

W. BYRON BRIGHT, JR. Age: 49 | Joined KBR in: 2010 | President, Government Solutions U.S. Current Position since: June 2020

Prior Business Experience

Education

• KBR President, Government Solutions — U.S. • KBR President, KBRwyle • KBR Senior Vice President of Operations for U.S. Government Services • KBR Vice President of Business Development for U.S. Government Services • Supported the government services business at Jacobs Engineering Group Inc. • Officer in the U.S. Air Force, primarily working in Developmental Test and Engineering, supporting weapons development and rotary wing aircraft flight testing.

• B.S. (Engineering and Mechanics), distinguished graduate, U.S. Air Force Academy • M.S. (Mechanical Engineering), Georgia Institute of Technology • Graduated from the U.S. Air Force Test Pilot School and has flown in over 25 different aircraft as a flight test engineer

GREGORY S. CONLON Age: 54 | Joined KBR in: 2016 | Chief Digital and Development Officer Current Position since: January 2019

Prior Business Experience

Education

• KBR Executive Vice President and Chief Development Officer responsible for Strategy, Global Business Development, Marketing, and Mergers & Acquisitions • KBR President, Asia-Pacific (“APAC”) responsible for Engineering & Construction (“E&C”) and Government Services (“GS”) in this region • KBR President, E&C APAC • Executive Vice President leading business development globally for the WorleyParsons Services business line, the largest business within WorleyParsons • Has over 25 years of experience in the E&C business, with global experience across a range of subsectors from hydrocarbons to specialist infrastructure. • Various positions in the energy and resources sectors in Australia, Canada, China, Indonesia, Singapore, Thailand, and the United Kingdom

• B.S. (Mechanical Engineering), Royal Melbourne Institute of Technology

SHAD E. EVANS Age: 45 | Joined KBR in: 2018 | Senior Vice President of Finance Operations and Chief Accounting Officer Current Position since: August 2020 (Interim CAO since October 30, 2020, and CAO since July 29, 2021)

Prior Business Experience	Education
• KBR Chief Financial Officer of Technology Solutions • Vice President, Finance and Business Operations Security Detection and Automation at Leidos Holdings, Inc.	• B.S. (Accounting), San Diego State University-California State University • M.B.A. (Finance), University of San Diego

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SONIA GALINDO Age: 54 | Joined KBR in: 2021 | Executive Vice President, General Counsel and Corporate Secretary Current Position since: November 2021

Prior Business Experience

Education

• Senior Vice President, General Counsel, Secretary, and Chief Ethics and Compliance Officer at FLIR Systems, Inc. (now, Teledyne F LLC, a subsidiary of Teledyne Technologies) • General Counsel and Corporate Secretary at Rosetta Stone Inc. • Various positions in the public and private sector including at the U.S. Securities and Exchange Commission, the Bill & Melinda Gates Foundation, Keurig Green Mountain, Inc., and McCormick & Company, Inc.

• B.A. (Economics and Management), Hood College for Women • J.D., University of Illinois Chicago School of Law (formerly John Marshall Law School)

J. JAY IBRAHIM Age: 62 | Joined KBR in: 2015 | President, Sustainable Technology Solutions Current Position since: June 2020

Prior Business Experience

Education

• KBR President, Energy Solutions — Services • KBR President, Europe, Middle East and Africa (“EMEA”) and APAC responsible for E&C and GS in these regions • KBR President, EMEA responsible for E&C and GS in this region • KBR President, E&C EMEA • Has a wealth of senior experience developing and expanding client relationships within the energy, infrastructure, and government services sectors, with a focus on sustainability and energy transition. • Has over 30 years of E&C and GS experience in both domestic and international markets, having served in a variety of engineering, project management, business development, and business management roles for KBR and previously Parsons E&C/WorleyParsons.

• B.S. (Mechanical Engineering), Wichita State University • M.S. (Mechanical Engineering), Wichita State University • Diploma in Advanced Management, Harvard University

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PAUL E. KAHN Age: 57 | Joined KBR in: 2022 | President, Government Solutions International Current Position since: July 2022

Prior Business Experience

Education

• Group Executive & Sector President, Communications & Connectivity at Cobham Plc • President UK & CEO Airbus Group Ltd (London) at Airbus Group • President & CEO, Thales Canada Inc. (Toronto) at Thales Group • Vice President & Managing Director, Navigation and Airport Solutions (Milan) at Thales Group • Chief Executive Officer, Thales Avionics Ltd (London) at Thales Group • Various corporate and business development management roles (London and Paris) at Thales Group • Various project management roles for the UK Ministry of Defence (Civil Service Faststream) • Engineering training (UK and US) at Ford Motor Company

• B.S. (Special Engineering Programme), Brunel University, London • M.E. (Special Engineering Programme), Brunel University, London • Executive M.B.A. Programme, London Business School • M.B.A. (Economics and Political Science) London Business School • International Leadership, Royal College of Defence Studies, London • Chartered Engineer • Chartered Project Professional